Quarterly Report • Nov 10, 2010
Quarterly Report
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THE GROUP AS OF 30 SEPTEMBER 2010
| INCOME STATEMENT IN EUR MILLION | Q3/20101 | Q3/20092 | +/– in % |
|---|---|---|---|
| Revenue | 154.0 | 112.7 | + 37 |
| Gross profit | 32.3 | 32.2 | 0 |
| Operating profit (EBIT) | 13.2 | 14.0 | – 6 |
| Net profit | 4.0 | 4.3 | – 7 |
| STATEMENT OF FINANCIAL POSITION IN EUR MILLION | 30 SEP 2010 | 31 DEC 2009 | + / – in % |
| Total assets | 255.6 | 323.1 | – 21 |
| Equity | 55.8 | 118.3 | – 53 |
| Equity ratio in % | 21.8 | 36.6 | – 40 |
| Subscribed capital | 17.7 | 17.7 | 0 |
| CASH FLOW IN EUR MILLION | Q3/2010 | Q3/2009 | + / – in % |
| Cash flows from operating activities | – 12.1 | 7.4 | – > 100 |
| Cash flows from investing activities | – 0.1 | – 5.4 | + > 100 |
| Cash flows from financing activities | – 7.1 | – 2.0 | – > 100 |
| Cash and cash equivalents as of 30 September | 13.0 | 13.7 | – 5 |
| THE SHARE IN EUR | Q3/2010 | Q3/2009 | + / – in % |
| Earnings per share (basic) in EUR | 0.241 | 0.242 | 0 |
| Share price, beginning of January (closing price) in EUR | 4.11 | 4.05 | + 2 |
| Share price, end of September (closing price) in EUR | 2.64 | 4.00 | – 34 |
| Number of shares | 17,744,557 | 17,744,557 | 0 |
| Number of employees (as of 30 September 2010) | 127 | 105 | + 21 |
1 Notes to the pro forma figures for 2010 (excluding goodwill impairment): As of 30 September 2010, COLEXON recognized an impairment loss of EUR 63.4 million at Group level, which was due to the acquisition of Renewagy A/S in 2009. The pro forma figures comprise the Group result of COLEXON Energy AG without taking into account the extraordinary effects of the impairment of goodwill. This presentation was chosen in order to provide our shareholders with a transparent picture of the Company's operational development during the reporting period.
2 Notes to the pro forma figures for 2009 (excluding reverse acquisition): COLEXON took over the Danish plant operator Renewagy in the third quarter of 2009. Since this takeover was recognized as a reverse acquisition, the results of COLEXON were taken into account only for part of the prior-year period. The pro forma presentation comprises the results of COLEXON and Renewagy for the entire prior-year period (01 January to 30 September 2009).
The first nine months of the 2010 financial year were an exciting and pivotal time for the European solar industry. Following a sharp reduction in the feed-in tariffs in many of the industry's key markets during the year under review, the big question was how solar companies and investors would react to the reductions.
The cuts introduced in Germany during the year under review resulted in strong anticipatory spending. In the first nine months of the year, over five gigawatts of new solar capacity were installed in Germany. The market is currently experiencing an end-of-year spurt, with solar modules sold out until the end of the year and virtually no installation capacity left. This positive trend will not continue next year, however, as foreign markets continue to become more attractive than the German domestic market. During the course of the financial year, our business experienced a shift in emphasis towards Italy and France because profit margins in Germany have declined as a result of the changes made to the EEG. This trend will increase next year as the internationalization of our industry continues.
These events confirm our strategy, which is based on the long-term and sustained expansion of our international project business. While we made use of the anticipatory effects in the German market in the first half of 2010 and implemented more than 80 percent of our project volume in Germany, the focus in the year's second half is squarely on our international project business. In the third quarter alone, we generated some 80 percent of our project revenue abroad. Since several international projects are already in progress, our international business will account for over half of our project revenue in the fourth quarter as well. Given that a number of projects are already in the planning stage in Europe, primarily in Italy and France, we will be able to continue our international focus in 2011, which is in line with market developments.
The success of this strategy is reflected not least in our financial figures. With revenue of EUR154 million and an EBIT of EUR13.2 million – without taking into account the extraordinary effect from the impairment of goodwill – we have achieved a strong operating result.
COLEXON recognized an impairment loss of EUR 63.4 million on goodwill at Group level as of 30 September 2010. This goodwill was incorporated into COLEXON's consolidated accounting in connection with the reverse acquisition of Renewagy A/S in 2009; it was based on the assumption that our solar power plant portfolio would be expanded continually and over the long term. Since the feed-in tariffs in key European markets were reduced faster and further than initially expected, the management of COLEXON Energy AG saw itself compelled to revise these long-term assumptions regarding this portfolio downwards. The impairment loss does not affect the single-entity financial statements of COLEXON Energy AG and has no influence on the Company's cash flows. The impairment loss does not affect the single-entity financial statements of COLEXON Energy AG prepared in accordance with the German Commercial Code and has no influence on the Company's cash flows.
The intrinsic value of the Company's existing portfolio of solar power plants is not affected by the regulatory changes because it is based on feed-in tariffs that are guaranteed for a period of 20 years. In principle, management sees good opportunities to expand the solar power plant portfolio in the short to medium term and will continue to pursue this strategy.
We have good reason to look forward to a bright future with continued growth in both revenue and earnings. We continue to expect revenue in excess of EUR 200 million for the current financial year. Earnings before interest and taxes (EBIT) – without taking into account the extraordinary effect from the impairment of goodwill – will be within our forecast range of EUR 13 million to EUR 15 million.
The coming year is likely to be an interesting one; it will certainly present some serious challenges. Once the feed-in tariff has been reduced at the beginning of the new year, the trend towards consolidation is likely to accelerate in Germany. We feel we are well prepared for this situation and expect further revenue growth next year. Due to falling profit margins, our forecast is that EBIT will remain flat.
Our employees have worked with dedication and commitment to ensure our continued growth during what has been a turbulent period for the solar industry. The entire Management Board wishes to express its appreciation for this dedication.
Yours sincerely,
Thorsten Preugschas Chief Executive Officer (CEO)
Volker Hars Chief Financial Officer (COO)
Henrik Christiansen Chief Operating Officer (CFO)
At the beginning of the year, we set ourselves the target of substantially expanding our international project business in order to reduce our dependence on national subsidy models and to maintain our steady growth trajectory. With foreign revenue amounting to EUR 20 million, we generated over 80% of our project revenue from international business.
Major 7.2 MWp project in the Czech Republic
The 7.2 MWp EnerCap ground-mounted project in the Czech Republic played an important part in this positive development. Having announced the start of our largest international PV project to date in the second quarter, our engineers essentially completed this large-scale project on schedule in the third quarter.
During the year, we completed further international projects in Italy and the USA. In France, we already have a significant project pipeline for next year. We also entered the Belgian and UK markets in order to capitalize on the growth trend in these new PV markets.
Strong project business in Italy
Despite the Italian government's decision to reduce feed-in tariffs, Italy's high annual solar irradiance means that this is still an attractive market. Our subsidiary COLEXON Italy s.r.l. has positioned our brand successfully in the Italian market. COLEXON is actively pursuing both the investor and IPP business in Italy.
Investor business: A project with a total output of 998 kWp has been under construction since the beginning of October in the northern province of Emilia Romagna. In mid-October, we began the installation of two 999 kWp plants in the towns of Corvo and Vale in Umbria.
Solar power plant business: COLEXON will expand its portfolio of solar power plants by adding a project in Apulia by the end of the year. This project is handled together with a joint venture partner, who is also a partner in further projects being planned in the Italian market.
The anticipatory spending triggered by the cuts in feed-in tariff rates introduced during the year led to strong extraordinary growth in the German market. With over five gigawatts of newly installed capacity, the German market expanded faster than many experts had predicted. COLEXON took full advantage of this development and completed a number of successful projects.
With on-roof projects such as Vetschau (2,422 kWp), Silag (2,500 kWp), Gutenberg (928 kWp), Bosal (880 kWp), Radeberg (857 kWp) and van Asten (771 kWp), we again demonstrated our position as one of the leading project developers of rooftop solar power stations in the period under review.
We are also currently carrying out the second extension to the Hassleben solar power plant. The project originally began operation on 11 December 2008 with 4,600 kWp, making it at the time the world's biggest on-roof solar power station with First Solar thin film modules. Following initial expansion to 5,800 kWp in late 2009, more than 1 MWp are currently being added, bringing the plant's total capacity to 6,960 kWp once construction is completed. As a result, this solar power plant will generate approximately 6.6 million kilowatt hours of eco-friendly electricity per year. This will save almost 6,600 tonnes of carbon emissions every year.
Focus on rooftop systems in Germany ensures success
Solar shares shed value
The international financial markets experienced considerable unrest in the first nine months of 2010. After a weak start, stock market prices bounced back as the economy began to recover, leading to an overall positive development for the period under review. At the end of the reporting period, the DAX closed at 6,229 points, or 4.6 percent higher than at the end of the previous year.
| WKN / ISIN | 525070 / DE0005250708 |
|---|---|
| Ticker symbol | HRP |
| Common code | 22356658 |
| Trading segment | Prime Standard, Regulated Market, Frankfurt / M. |
| Stock exchanges | Xetra, Berlin, Düsseldorf, Frankfurt / M., Munich, Stuttgart |
| Type of share | No-par value shares |
| Designated sponsor | ICF Kursmakler AG |
| Initial listing | December 2000 |
| Q3/2010 | Q3/2009* |
|---|---|
| 17,744,557 | 17,744,557 |
| 46.8 | 71.0 |
| 0.241 | 0.242 |
| 4.11 | 4.05 |
| 2.64 | 4.00 |
1 excluding goodwill impairment
2 excluding reverse acquisition
Solar stocks were unable to benefit from this positive trend. The political debates and media reporting on the effects of the reduction in the feed-in tariff for solar energy in Germany, Italy and France created strong uncertainty among investors. The share prices of listed solar energy companies came under severe pressure in the course of the year and failed to meet expectations, as an analysis of the industry average clearly shows. After 446.23 points at the beginning of the year, the Prime IG Renewable Energy Index fell to 305.12 points by 30 September, a decrease of 31.6 percent.
After a severe 35 percent drop in the first half-year, the COLEXON share recovered in the third quarter and remained almost unchanged at EUR 2.64. Initially defying sector trends, the share climbed to EUR 2.80 by the end of August. This period coincided with the publication of our positive half-year results and the Small Cap Conference, at which COLEXON gained new investors for the shares. Towards the end of the third quarter, however, the share was affected by the general downturn in solar shares and suffered doubledigit falls in value.
On 30 September 2010, COLEXON's market capitalization stood at EUR 46.8 million (30 September 2009: EUR 71.0 million). The average number of shares traded daily was approximately 18,000 units, which was nearly twice that of the previous year. The increase in the average volume shows the tremendous future potential of the COLEXON share. Analysts from Warburg Research, Silvia Quandt and 7c Consult have set an average target price of EUR 5.70 for the share. This corresponds to a potential of more than 100 percent. All analysts currently rate COLEXON as a buy.
As of 30 September 2010, the shareholder structure is as follows:
The world economy recovered from the after-effects of the global financial crisis in the first nine months of the 2010 financial year. While many emerging markets were able to achieve dynamic growth throughout the reporting period, the upturn in the industrialized countries had softened slightly by the end of the third quarter. Although experts are forecasting a further slowdown in growth for the remainder of the financial year, it is clear that the economic situation has brightened considerably and that this is having a positive effect on the development of the solar market.
Solar market shows strong growth
In the first nine months, most of COLEXON's industry environment enjoyed a positive development. Growth in our various markets was greatly influenced by country-specific circumstances. The cut in the feed-in tariffs in Germany on 01 July 2010, for example, caused massive anticipatory spending in the first half of the financial year, stimulating the sales of the domestic solar manufacturers. But even after the reduction in tariffs came into effect, demand for solar power plants remained at a steady level in Germany.
The solar industry is continuing its extremely dynamic growth course. The global solar market has grown by almost 50 percent per year in the last ten years. EPIA, the European Photovoltaic Industry Association, expects market volumes to triple again by 2012. This rapid growth is presenting solar energy companies with particular challenges.
Rising significance of international markets
At the same time, the sector turned its attention to the growth markets abroad where feed-in tariffs were more closely aligned to local circumstances. For example, the UK set the highest remuneration rates for photovoltaics in Europe in the third quarter, while Italy and France claimed that their countries' high insolation levels were a good reason to reduce their national feed-in tariffs. Consequently, the various European investment markets continue to converge, each aiming to provide attractive investment conditions along with a viable and sustainable subsidy model.
16 PARTNERS COLEXON occupies a strong position in the procurement market because it is one of First Solar's worldwide." "
As a vertically integrated Group, COLEXON covers the entire downstream segment of the value chain in the solar market. The Group has three divisions: Wholesale, Projects and Plant Operation. Combining different businesses reduces one-sided dependence on external market influences. In a volatile market environment, this positioning gives COLEXON a decisive competitive edge and therefore holds the key to the Group's successful operating performance.
Business model allows for market-oriented growth
COLEXON has focused on thin-film technology from an early stage and is one of 16 trade partners worldwide of the global market leader First Solar. This has given the Group access to one of the leading module technologies on the procurement market. Because COLEXON does not have any other fixed purchase commitments, the Group is able to act flexibly on the procurement market.
The reduction of the feed-in tariffs in Germany, Italy and France demonstrated yet again the extent to which the solar market, which is largely dependent on statutory subsidies, is impacted by countryspecific risks. COLEXON has invested much effort in expanding its international business by entering new growth markets in order to reduce its dependency on individual national funding schemes. Projects with a total output of more than 8.2 megawatts were under construction in European countries other than Germany in the third quarter. We will continue to push this development in the fourth quarter, which will result in a further increase in the revenue share from international projects in the course of the year.
Internationalization reduces countryspecific risks
Compared to the previous year, the revenue of the COLEXON Group rose by EUR 112.3 million to EUR 154.0 million between 01 January and 30 September 2010. The sales volume in the reporting period came to around 78.5 MWp. The sharp rise in revenue is due to the reverse acquisition of the Danish plant operator COLEXON Solar Invest A/S (formerly Renewagy A/S). In accordance with IFRS 3, the results of COLEXON Energy AG for the period from 01 January to 13 August 2009 were not included in the income statement. The figures of COLEXON Solar Invest A/S were included for the entire reporting period. As COLEXON Solar Invest A/S did not have the high-revenue Projects and Wholesale segments, there are considerable differences compared with the previous year. This limits comparability with the previous year in the following presentation too.
International sales came in at EUR 32.3 million (prior-year period: EUR 4.2 million), thus accounting for just under 21.0 percent of the Group's total sales. The sharp year-on-year increase is rooted in the fact that the solar power plants of COLEXON Solar Invest A/S are all located in Germany, which means that until 13 August only domestic revenue was generated.
Gross profits rose year on year by EUR 11.2 million to EUR 32.3 million. This encouraging improvement was driven by the Wholesale and Projects segments, which were fully taken into account for the first time. Due to this change, the gross profit margin as a percentage of revenue declined to 21.0 percent (prior-year period: 50.7 percent).
As of 30 September 2010, the Company had a total of 127 employees (30 September 2009: 105 employees). Staff costs rose by EUR 5.6 million to EUR 7.6 million year on year as a result of the reverse acquisition.
Depreciation, amortization and impairment losses within the Group relate to amortization of intangible assets and depreciation of property, plant and equipment amounting to EUR 5.2 million (prioryear period: EUR 4.3 million) and an impairment loss on goodwill at Group level of EUR 63.4 million. The increase by EUR 64.3 million is therefore mainly due to the impairment of goodwill at Group level.
Other operating expenses in the first nine months of the year rose to EUR 6.4 million (prior-year period: EUR 1.9 million). This sharp increase can be attributed to investments in the Company's international expansion as well as to the addition of the Wholesale, Projects and Holding segments, which were fully taken into account for the first time. The ratio of other operating expenses to revenue decreased from 4.6 percent to 4.2 percent. This change is also mainly due to the increased revenue posted by the Wholesale and Projects segments.
EBIT in the first nine months of 2010 decreased to EUR – 50.2 million (EUR million prior-year period: EUR 13.0 million). This represents an EBIT margin of – 32.6 percent (prior-year period: 31.3 percent). The sharp decline is essentially due to the impairment loss recognized on goodwill at Group level.
At EUR – 7.2 million, the loss from investing and financing activities improved by EUR 0.7 million on the prior-year figure of EUR – 7.9 million. The smaller loss is primarily due to the decrease in financial liabilities. The ratio of interest expense to sales revenue improved considerably from 19.5 percent to 4.7 percent.
The Group posted a net loss of EUR – 59.4 million (million prior-year period: net profit of EUR 4.2 million) for the first nine months of 2010. This negative development was mainly driven by the impairment loss taken on goodwill at Group level.
Non-current assets fell by 25.2 percent to EUR 187.4 million as of 30 September 2010 (31 December 2009: EUR 250.5 million), due essentially to the impairment loss recognized on goodwill at Group level. Furthermore, the inventory of technical equipment and machinery declined by EUR 3.7 million because the Group did not make significant investments in this area during the third quarter of 2010. In contrast, other non-current assets increased by EUR 2.3 million and the deferred tax assets rose by EUR 1.7 million.
Current assets fell by EUR 4.5 million to EUR 68.2 million (31 December 2009: EUR 72.7 million). These changes were mainly attributable to the increase in inventories, future receivables from construction contracts and other assets. Cash and cash equivalents fell by EUR 19.3 million.
Trade receivables decreased to EUR 4.6 million (31 December 2009: EUR 6.1 million). Future receivables from construction contracts increased to EUR 12.6 million (31 December 2009: EUR 4.0 million). This was mainly due to the fact that the Group pushed the completion of national and international projects in the third quarter of 2010.
Cash and cash equivalents decreased by 59.7 percent to EUR 13.0 million as of 30 September 2010 (31 December 2009: EUR 32.3 million). For one, the decline stems from the increase in working capital and, for another, from interest and principal payments related to financial liabilities in the Plant Operation segment as well as VAT payments for projects settled in December 2009.
Non-current liabilities increased by EUR 1.3 million to EUR 148.1 million. This is mainly due to the increase of EUR 4.0 million in non-current financial liabilities from derivative financial instruments to EUR 6.7 million. Current and non-current financial liabilities include EUR 137.9 million in non-recourse liabilities. Deferred tax liabilities also rose from EUR 2.8 million to EUR 4.2 million compared to 31 December 2009.
Current liabilities fell by 10.9 percent to EUR 51.6 million (31 December 2009: EUR 57.9 million). This decline is due to a decrease in both current financial liabilities and other liabilities.
Compared to 31 December 2009, current financial liabilities to banks fell by 15.7 percent to EUR 15.7 million (31 December 2009: EUR 18.7 million) as a result of planned repayments of financial liabilities. Advances received rose by 19.3 percent to EUR 4.0 million (31 December 2009: EUR 3.4 million), mainly due to advance payments from wholesale customers and investors. In contrast, other liabilities fell by 83.5 percent to EUR 2.1 million (31 December 2009: EUR 12.6 million).
COLEXON's working capital (= inventories + advances paid + trade receivables + future receivables from construction contracts – advances received – trade payables) rose by 52.3 percent to EUR 21.8 million year on year (31 December 2009: EUR 14.3 million). This was primarily due to inventories, which increased for seasonal reasons.
The principles and goals of financial management at COLEXON Energy AG are aimed at securing funding for the Company's operating activities and safeguarding its solvency at all times.
Project financing, lines of guarantee and current account credit lines amounting to EUR 41.5 million are available to finance the Group's growth. Of this figure, EUR 22.5 million had been drawn down as of 30 September 2010 exclusively for guarantees (31 December 2009: EUR 23.5 million).
Cash flows from operating activities in the first nine months of 2010 amounted to EUR – 12.0 million (prior-year period: EUR 7.4 million). The negative cash flow is essentially due to the increase in current and non-current assets.
Investing activities resulted in negative cash flow of EUR – 0.1 million (prior-year period: EUR – 5.4 million). The cash flow from financing activities declined to EUR – 7.1 million (prior-year period: EUR – 2.0 million) as a result of the planned repayment of financial liabilities.
The negative cash flow from operating, investing and financing activities in the reporting period resulted in a reduction of cash and cash equivalents to EUR 13.0 million.
Credit volume expanded by more than 30 PERCENT year on year." "
No events that were of significance for the Group's business performance occurred after the reporting period.
For general risks, please see our 2009 annual report. In addition, the following changes took place in Germany during the third quarter of 2010 in connection with this year's reduction in the country's feed-in tariff.
The project business in the German solar energy market will become more complex in the wake of the amendment of German Renewable Energy Sources Act (EEG). Whereas agricultural land that was fairly accessible for PV plants now is less lucrative, on-roof systems, as well as both wasteland and converted sites that are not amenable to most other uses will offer new advantages. This requires all players to adjust. We cannot preclude that COLEXON's order levels will decline as part of this process.
Foreign growth markets are playing an increasingly important role for COLEXON as a result of the changes in the German feed-in tariff. Compared with Germany, international expansion harbors much higher risks from a legal and political perspective. These are often very difficult to assess and can lead to delays in the implementation of projects and to unplanned costs.
The project business of COLEXON entails the general risk typical of the industry that customers might sue due to non-performance or defective performance in connection with the promised quality and capabilities of products, plants, or services delivered, or due to delays in delivering such products, plants or services. Currently, a complaint against COLEXON has been received in which the petitioners sue for damages in connection with an offer submitted by COLEXON. Based on a preliminary assessment made by the law firm retained in this matter, the suit is expected to have only limited chances to succeed, both in terms of its merit and the amount sued for. The Company has recognized an appropriate provision.
There were no other material changes in the third quarter of 2010 relative to the risks enumerated in the annual report for 2009.
The German solar market has expanded at a far more rapid pace compared to the previous year due to the debate regarding this year's reduction in the German feed-in tariff. Market growth in Germany has slowed after the new feed-in tariffs were determined. At the same time, international growth markets such as Italy and France increased in importance. This trend will continue in the fourth quarter.
COLEXON is very well prepared for the changed parameters thanks to the expansion of its international business and its diversified business model. The Management Board therefore confirms one of its previous forecasts. COLEXON expects to generate revenue in excess of EUR 200 million for the year on the whole. Earnings before interest and taxes (EBIT) – without taking into account the extraordinary effect from the impairment of goodwill – will be within our forecast range of EUR 13 million to EUR 15 million.
Management Board expects positive development to continue.
| ASSETS | 30 SEP 2010 EUR'000 |
31 DEC 2009 EUR'000 |
|---|---|---|
| A. Non-current assets | ||
| I. Goodwill |
7,751 | 71,399 |
| II. Other intangible assets |
975 | 923 |
| III. Investment property |
1,574 | 1,296 |
| IV. Plant and machinery |
155,175 | 158,858 |
| V. Other equipment, operating and office equipment |
857 | 895 |
| VI. Other non-current assets |
16,770 | 14,491 |
| VII. Deferred tax assets |
4,289 | 2,598 |
| Total | 187,391 | 250,460 |
| B. Current assets | ||
| I. Inventories |
||
| 1. Modules | 19,520 | 16,910 |
| 2. Production supplies | 2,257 | 187 |
| 3. Work in progress | 6,179 | 4,023 |
| II. Advances paid |
3,650 | 2,966 |
| III. Trade receivables |
4,599 | 6,056 |
| IV. Future receivables from construction contracts |
12,640 | 3,967 |
| V. Cash |
12,986 | 32,255 |
| VI. Other assets |
6,300 | 6,211 |
| VII. Tax refund claims | 34 | 76 |
| Total | 68,166 | 72,650 |
| Total assets | 255,558 | 323,110 |
| EQUITY AND LIABILITIES | 30 SEP 2010 EUR'000 |
31 DEC 2009 EUR'000 |
|---|---|---|
| A. Equity | ||
| I. Subscribed capital |
17,745 | 17,745 |
| II. Capital reserves |
77,657 | 77,345 |
| III. Retained earnings |
– 25,534 | 33,797 |
| IV. Reserve for treasury shares |
– 10,574 | – 10,826 |
| V. Currency translation reserve |
51 | 235 |
| VI. Reserve for derivative financial instruments | – 3,566 | – 614 |
| VII. Revaluation surplus | 1 | 1 |
| VIII. Non-controlling interest | 12 | 657 |
| Total equity | 55,791 | 118,340 |
| B. Liabilities | ||
| I. Non-current liabilities |
||
| 1. Financial liabilities | 143,570 | 143,607 |
| 2. Deferred tax liabilities | 4,168 | 2,849 |
| 3. Other non-current provisions | 411 | 394 |
| Total non-current liabilities | 148,149 | 146,850 |
| II. Current liabilities |
||
| 1. Tax provision | 2,964 | 3,559 |
| 2. Other provisions | 3,647 | 3,324 |
| 3. Financial liabilities | 15,736 | 18,664 |
| 4. Advances received | 4,009 | 3,361 |
| 5. Trade payables | 23,042 | 16,436 |
| 6. Other liabilities | 2,221 | 12,575 |
| Total current liabilities | 51,618 | 57,920 |
| Total liabilities | 199,767 | 204,770 |
| Total equity and liabilities | 255,558 | 323,110 |
FROM 1 JANUARY TO 30 SEPTEMBER 2010
| 01 JAN– 30 SEP 10 EUR'000 |
01 JAN– 30 SEP 09 EUR'000 |
|
|---|---|---|
| 1. Revenue | 154,009 | 41,660 |
| 2. Other operating income | 1,097 | 2,283 |
| 3. Increase in inventories of finished services and work in progress | 2,171 | 4,617 |
| 4. Cost of production supplies and purchased goods | – 107,744 | – 22,683 |
| 5. Cost of purchased services | – 17,204 | – 4,757 |
| 6. Gross profit | 32,329 | 21,120 |
| 7. Staff costs | – 7,550 | – 1,957 |
| 8. Depreciation, amortization and impairment losses | – 68,552 | – 4,254 |
| 9. Other operating expenses | – 6,447 | – 1,901 |
| 10. Operating profit (EBIT) | – 50,220 | 13,007 |
| 11. Other interest and similar income | 41 | 113 |
| 12. Interest and similar expenses | – 7,259 | – 8,136 |
| 13. Result from investments | 0 | 126 |
| 14. Result from investments and financial result | – 7,217 | – 7,897 |
| 15. EBT | – 57,437 | 5,110 |
| 16. Income tax | – 1,987 | – 994 |
| 17. Net profit from continuing operations | – 59,425 | 4,117 |
| 18. Net profit after taxes from discontinued operations | 0 | 89 |
| 19. Net profit of which shareholders of COLEXON Energy AG of which non-controlling interest |
– 59,425 – 59,425 0 |
4,206 4,202 4 |
| Earnings per share (basic) Basis: 9.507 million (previous year: 68.172 million) shares according to IAS 33 from continuing operations from discontinued operations |
– 3.52 0.00 |
0.68 0.01 |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | ||
| Net profit | – 59,425 | 4,206 |
| Changes in the fair value of hedging instruments | – 2,952 | – 734 |
| Currency translation | – 184 | 23 |
| Revaluation in connection with acquisitions | 0 | 178 |
| Taxes on other comprehensive income | 1,269 | 227 |
| Other comprehensive income after taxes | – 1,868 | – 306 |
| Consolidated comprehensive income of which shareholders of COLEXON Energy AG of which minority interest |
– 61,292 – 61,292 0 |
3,900 3,900 0 |
| BALANCE | SUB SCRIBED CAPITAL EUR'000 |
CAPITAL RESERVE EUR'000 |
RETAINED EARNINGS EUR'000 |
RESERVE FOR TREASURY SHARES EUR'000 |
CURRENCY TRANS LATION RESERVE EUR'000 |
RESERVE FOR DERIV ATIVE FIN ANCIAL INS TRUMENTS EUR'000 |
REVALU ATION SURPLUS EUR'000 |
EQUITY OF SHARE HOLDERS OF COLEXON ENERGY AG EUR'000 |
MINORITY INTEREST EUR'000 |
TOTAL EQUITY EUR'000 |
|---|---|---|---|---|---|---|---|---|---|---|
| I. 01 January 2009 | 9,323 | 57,650 | 30,236 | – 1,361 | – 79 | – 286 | 0 | 95,483 | 0 | 95,483 |
| 1. Consolidated comprehensive income |
4,202 | 23 | – 508 | 178 | 3,882 | 4 | 3,900 | |||
| 2. Capital increase in return for contributions in kind |
12,629 | 12,629 | 12,629 | |||||||
| 3. Change in the capital structure resulting from the reverse acquisition of COLEXON Energy AG by Renewagy A/S |
– 4,207 | 22,989 | – 848 | – 178 | 17,756 | 17,756 | ||||
| 4. Reclassification of the costs of the capital increase |
– 319 | – 319 | – 319 | |||||||
| 5. Non-controlling interest resulting from the reverse acquisition of COLEXON Energy AG by Renewagy A/S |
– 1,220 | – 551 | – 1,771 | 1,771 | 0 | |||||
| II. 30 September 2009 | 17,745 | 79,100 | 33,038 | – 1,361 | – 56 | – 794 | 0 | 127,673 | 1,775 | 129,448 |
| I. 01 January 2010 | 17,745 | 77,345 | 33,797 | – 10,826 | 235 | – 614 | 1 | 117,683 | 657 | 118,340 |
| 1. Consolidated comprehensive income |
– 59,425 | – 184 | – 2,952 | 0 | – 62,562 | 0 | – 62,562 | |||
| 2. Disposal of treasury shares from squeeze-out of COLEXON Solar Invest A/S shareholders |
– 132 | – 120 | 252 | 0 | 0 | |||||
| 3. Non-controlling interest | 444 | 213 | 657 | – 645 | 12 | |||||
| II. 30 September 2010 | 17,745 | 77,657 | – 25,534 | – 10,574 | 51 | – 3,566 | 1 | 55,779 | 12 | 55,791 |
FROM 1 JANUARY TO 30 SEPTEMBER 2010
| 01 JAN – 30 SEP 2010 EUR'000 |
01 JAN – 30 SEP 2009 EUR'000 |
|
|---|---|---|
| Net profit/loss (including portion attributable to non-controlling interests) before extraordinary items |
– 59,425 | 4,206 |
| +/– Depreciation/amortization/impairment losses and write-ups on fixed assets | 5,163 | 4,254 |
| +/– Increase/decrease in provisions | – 255 | – 400 |
| +/– Other non-cash expenses/income | 63,191 | – 6,034 |
| +/– Change in currency translation reserve | – 184 | 0 |
| –/+ Gain/loss from the disposal of fixed assets | – 6 | 0 |
| –/+ Increase/decrease in inventories, trade receivables and other assets not part of investing or financing activities |
– 18,756 | 15,477 |
| +/– Increase/decrease in trade payables and other liabilities not part of investing or financing activities |
– 1,783 | – 10,061 |
| Cash flows from operating activities | – 12,054 | 7,441 |
| + Cash receipts from the disposal of property, plant and equipment/intangible assets |
23 | 99 |
| – Cash payments for investments in property, plant and equipment |
– 93 | – 6,987 |
| – Cash payments for investments in intangible assets |
– 42 | – 1 |
| +/– Cash receipts and payments in connection with the purchase/sale of consolidated companies and other business units |
0 | 1,472 |
| Cash flows from investing activities | – 112 | – 5,418 |
| +/– Cash receipts and payments in connection with capital increases | 0 | – 319 |
| + Cash receipt from issuing bonds and from borrowings |
6,759 | 34,151 |
| – Payments for the redemption of bonds and borrowings |
– 13,862 | – 35,792 |
| Cash flows from financing activities | – 7,103 | – 1,960 |
| Cash flows from discontinued operations | 0 | 3,615 |
| Cash and cash equivalents at beginning of period | 32,255 | 10,048 |
| Net change in cash and cash equivalents | – 19,269 | 3,679 |
| = Cash and cash equivalents at end of period |
12,986 | 13,726 |
COLEXON is a group of companies with an international focus. The parent company is COLEXON Energy AG, with operating subsidiaries in Spain, France, the Czech Republic, the United States and Australia. COLEXON Energy AG is a listed stock corporation under German law that is entered in the Commercial Register of Hamburg Local Court under No. HRB 93828. The Company's registered office is in Grosse Elbstrasse 45, 22767 Hamburg, Germany. The Company has an Official Market listing on the Frankfurt Stock Exchange with German Securities Identification Number 525070 and is also listed on other stock markets in Germany.
In the area of renewable energy, the COLEXON Group has specialized both in the wholesale business with solar modules and in the project development and operation of large-scale solar power plants. The Group companies plan and build turnkey solar power plants for constructors and investors from agriculture, industry and the public sector in and outside Germany. The COLEXON Group also invests in and operates low-risk solar power plants that provide a steady cash flow COLEXON Solar Invest A/S performs analyses, conducts technical, legal and financial investment reviews and secures the financing of the solar power plants to that end.
These financial statements are condensed interim consolidated financial statements for the period from 01 January 2010 to 30 September 2010 with comparative figures for the period from 01 January 2009 to 30 September 2009 and comparative figures in the statement of financial position for the closing date of 31 December 2009.
The consolidated interim statement of financial position is organized according to maturity. The nature of expense method was used to prepare the consolidated interim statement of comprehensive income. All figures are presented in two statements: A separate income statement and a reconciliation of profit or loss with the statement of comprehensive income, including a presentation of the components of other income.
The Group's reporting currency is the euro (EUR). For purposes of simplification, most disclosures are made in EUR thousand. Individual figures have been rounded. In tables, such figures may not exactly add up to the totals in the table.
The consolidated interim report as of 30 September 2010 for COLEXON Energy AG was prepared in accordance with the requirements and regulations of the International Financial Reporting Standards (IFRS), as applicable within the European Union, and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC), taking IAS 34 (Interim Financial Reporting) into account.
The disclosures in the notes to the consolidated financial statements of COLEXON Energy AG as of 31 December 2009 in regards to accounting policies also apply to the present consolidated interim report as of 30 September 2010.
The previous year's comparatives as of 31 December 2009 have been updated due to the adjustments made in accordance with IAS 8.41-49. See notes to the consolidated financial statements as of 31 December 2009, section 6, page 85.
These interim consolidated financial statements were reviewed by an auditor in accordance with Section 37x para 3 WpHG.
The interim consolidated financial statements as of 30 September 2010 include all companies whose financial and business policy can be directly or indirectly controlled by the COLEXON Group. Subsidiaries are fully consolidated in the interim consolidated financial statements from the date at which the Group assumes control over them. Conversely, they are deconsolidated at the date the Group's control over the respective company ends. Insignificant subsidiaries from the Group's perspective are not consolidated.
In addition to COLEXON Energy AG, the following subsidiaries were fully consolidated in the interim consolidated financial statements as of 30 September 2010:
| COUNTRY | EQUITY INVESTMENT % |
|
|---|---|---|
| COLEXON Iberia S.L., Madrid | Spain | 100 |
| COLEXON Corp., Tempe/Az. | USA | 100 |
| SASU COLEXON FRANCE, Nizza | France | 100 |
| SASU SAINTE MAXIME SOLAIRE, Sainte Maxime | France | 100 |
| COLEXON Energy s.r.o., Prag | Czech Republic | 100 |
| COLEXON Australia Pty. Ltd., Brighton | Australia | 100 |
| COLEXON Imola S.r.l., Imola | Italy | 100 |
| COLEXON Italia S.r.l. | Italy | 100 |
| JV Solar S.r.l. | Italy | 70 |
| Future Energy Solar Production S.r.l. | Italy | 100 |
| COLEXON IPP GmbH, Hamburg | Germany | 100 |
| COLEXON IPP Germany GmbH, Hamburg | Germany | 100 |
| COLEXON 1. Solar Verwaltungs GmbH, Hamburg | Germany | 100 |
| COLEXON 1. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| COLEXON 2. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| COLEXON 3. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| Corvo S.r.l | Italy | 100 |
| COLEXON 4. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| Valle S.r.l | Italy | 100 |
| COLEXON 5. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| CTG Baal S.r.l | Italy | 100 |
| COLEXON 6. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| COLEXON 7. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| COLEXON 8. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| COLEXON 9. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| COLEXON 10. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| COUNTRY | EQUITY INVESTMENT % |
|
|---|---|---|
| COLEXON IPP Italy GmbH, Hamburg | Germany | 100 |
| COLEXON IPP Bulgaria GmbH, Hamburg | Germany | 100 |
| COLEXON IPP Czechia GmbH, Hamburg | Germany | 100 |
| COLEXON IPP Spain GmbH, Hamburg | Germany | 100 |
| COLEXON IPP France GmbH, Hamburg | Germany | 100 |
| COLEXON Langalerie I SASU, Saint-Quentin-de-Caplong | France | 100 |
| COLEXON Solar Invest A/S (ehemals: Renewagy A/S, Virum), Virum | Denmark | 100 |
| ITH Traeindustrie AS, Lyngby-Taarbaek | Denmark | 100 |
| Danish Building Agency Ltd., Glasgow | United Kingdom | 100 |
| O. Windows (UK) Ltd., Norfolk | United Kingdom | 100 |
| O. Vinduer Ireland Ltd., Kildare | United Kingdom | 100 |
| CHA Furniture A/S, Lyngby-Taarbaek | Denmark | 100 |
| HTI Import & Handel A/S, Virum | Denmark | 100 |
| Renewagy Germany GmbH, Hamburg | Germany | 100 |
| COLEXON Renewable Energy A/S, Virum | Denmark | 100 |
| COLEXON Solar Energy ApS, Virum | Denmark | 100 |
| Renewagy 1. Solarpark Verwaltungs GmbH, Hamburg | Germany | 100 |
| Renewagy 1. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| Renewagy 2. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| Renewagy 3. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| Renewagy 4. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| Renewagy 5. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| Renewagy 7. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| Renewagy 9. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| Renewagy 10. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| Renewagy 11. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| Renewagy 21. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
| Renewagy 22. Solarprojektgesellschaft mbH & Co. KG, Hamburg | Germany | 100 |
The Group has applied IFRS 8 "Operating Segments" since 2008. This standard stipulates the 'management approach,' according to which segment information is presented externally on the same basis as used by the Company for internal management. EBIT, earnings before interest and taxes, is used for internal management and as an indicator of the long-term earnings capacity of an operating segment.
Reporting using the operating segments corresponds to the internal reporting to the chief operating decision-maker. The chief operating decision-maker is the Management Board. Reporting to the Management Board is based on consolidated figures.
The operating segments are defined on the basis of the reports available to the Management Board. The reporting on the operating segments' financial performance using the 'management approach' depends to a considerable extent on the nature and the scope of the information submitted to the chief operating decision-maker.
The Management Board assesses the Company from a sales market-based perspective. The Company distinguishes the Wholesale and Projects segments. As a result of the acquisition of Renewagy A/S (now COLEXON Solar Invest A/S), the Company includes the activities of COLEXON Solar Invest A/S in segment reporting as a new segment called Plant Operation.
The Projects segment comprises the Company's activities as a system provider of photovoltaic systems as well as a project developer for private and institutional investors. As a system provider, the COLEXON Group plans, delivers and installs large-scale photovoltaic systems, mainly on the roofs of buildings used for commercial, public or agricultural purposes.
The Wholesale segment comprises the wholesale business with modules and accessories.
The Plant Operation segment performs analyses, conducts technical, legal and financial investment reviews and secures the financing of the solar power plants.
The accounting principles for the two segments are identical to those for the Group as applied in its accounting principles. The earnings capacity of the Group's individual segments is measured on the basis of operating result (EBIT) as presented in the income statement.
Segment reporting for the period from 01 January 2010 to 30 September 2010 is presented below. Comparability with the previous year's figures is severly limited due to the impairment of goodwill and the reverse acquisition.
| WHOLESALE | PROJECTS | SERVICE AND OPERATION |
PLANT OPERATION |
HOLDING COMPANY |
CONSOLI DATION |
TOTAL GROUP |
|
|---|---|---|---|---|---|---|---|
| SEGMENT INFORMATION BY DIVISION |
EUR'000 | EUR'000 | EUR'000 | EUR'000 | EUR'000 | EUR'000 | EUR'000 |
| Revenue | 90,783 | 47,900 | 1,153 | 14,428 | 0 | – 254 | 154,009 |
| Previous year (Q3/2009) | 20,341 | 5,966 | 0 | 15,388 | 0 | – 36 | 41,660 |
| Changes in inventories | 107 | 873 | 1,191 | 0 | 0 | 0 | 2,171 |
| Previous year (Q3/2009) | 0 | 4,617 | 0 | 0 | 0 | 0 | 4,617 |
| Cost of materials | – 78,206 | – 43,479 | – 2,136 | – 1,302 | 0 | 175 | – 124,948 |
| Previous year (Q3/2009) | – 17,088 | – 8,804 | 0 | – 1,182 | 0 | – 366 | – 27,440 |
| Other income | 0 | 728 | 35 | 282 | 52 | 0 | 1,097 |
| Previous year (Q3/2009) | 0 | 52 | 0 | 97 | 77 | 2,057 | 2,283 |
| Gross profit | 12,684 | 6,023 | 242 | 13,408 | 52 | – 79 | 32,329 |
| Previous year (Q3/2009) | 3,253 | 1,831 | 0 | 14 | 0 | 1,656 | 21,120 |
| Staff costs | – 561 | – 3,587 | – 442 | – 635 | – 2,326 | 0 | – 7,550 |
| Previous year (Q3/2009) | – 74 | – 533 | 0 | – 971 | – 380 | 0 | – 1,957 |
| Depreciation, amortization and impairment losses |
– 16 | – 74 | – 5 | – 67,680 | – 186 | – 591 | – 68,552 |
| Previous year (Q3/2009) | – 6 | – 14 | 0 | – 4,057 | – 28 | – 148 | – 4,254 |
| Other expenses | – 226 | – 2,816 | – 200 | – 650 | – 2,556 | 0 | – 6,447 |
| Previous year (Q3/2009) | – 161 | – 905 | 0 | – 1,157 | – 227 | 549 | – 1,901 |
| EBIT | 11,880 | – 454 | – 404 | – 55.557 | – 5,016 | – 670 | – 50,220 |
| Previous year (Q3/2009) | 3,012 | 379 | 0 | 8.118 | – 557 | 2,056 | 13,007 |
| Result from investments and financial result |
0 | – 950 | – 1 | – 6,293 | 27 | 0 | – 7,217 |
| Previous year (Q3/2009) | 0 | – 118 | 0 | – 7,750 | 0 | – 29 | – 7,897 |
| EBT | 11,880 | – 1,404 | – 406 | – 61,850 | – 4,989 | – 670 | – 57,437 |
| Previous year (31 Dec 2009) | 3,012 | 260 | 0 | 368 | – 557 | 0 | 5,110 |
| Taxes on income Previous year (Q3/2009) |
– 1,987 – 994 |
||||||
| Net profit/loss from continuing operations |
– 59,425 | ||||||
| Vorjahr (Q3 2009) | 4,117 | ||||||
| Net profit/loss from discontinued operations Previous year (Q3/2009) |
0 89 |
||||||
| Net profit/loss Previous year (Q3/2009) |
– 59,425 4,206 |
||||||
| Segment assets | 38,213 | 37,331 | 0 | 181,911 | 32,199 | – 34,097 | 255,558 |
| Previous year (31 Dec 2009) | 13,210 | 51,987 | 0 | 238,040 | 25,009 | – 5,136 | 323,110 |
The "Holding company" column includes assets and holding company expenses not allocable to the segments.
The reporting of the information regarding external sales by region to the Management Board is based on the customers' registered offices. Germany, Europe and Other Regions are defined as regions in line with internal management requirements.
| SEGMENT INFORMATION BY REGION |
GERMANY EUR'000 |
REST OF EUROPE EUR'000 |
OTHER REGIONS EUR'000 |
CONSOLI DATION EUR'000 |
GROUP EUR'000 |
|---|---|---|---|---|---|
| Revenue | 121,940 | 32,039 | 285 | – 254 | 154,009 |
| Previous year (Q3/2009) | 37,470 | 4,223 | 0 | – 36 | 41,660 |
No further events that were of significance for the Group's business performance occurred after the reporting period.
COLEXON recognized an impairment loss of EUR 63.4 million on goodwill at Group level as of 30 September 2010. This goodwill was incorporated into COLEXON's consolidated accounting in connection with the reverse acquisition of Renewagy A/S in 2009; it was based on the assumption that our solar power plant portfolio would be expanded continually and over the long term. Since the feed-in tariffs in key European markets were reduced faster and further than initially expected, the management of COLEXON Energy AG saw itself compelled to revise these long-term assumptions regarding this portfolio downwards. The impairment loss does not affect the single-entity financial statements of COLEXON Energy AG and has no influence on the Company's cash flows. The impairment loss does not affect the single-entity financial statements of COLEXON Energy AG prepared in accordance with the German Commercial Code and has no influence on the Company's cash flows.
The intrinsic value of the Company's existing portfolio of solar power plants is not affected by the regulatory changes because it is based on feed-in tariffs that are guaranteed for a period of 20 years. In principle, management sees good opportunities to expand the solar power plant portfolio in the short to medium term and will continue to pursue this strategy.
Both the weather and statutory promotional measures subject the sale of photovoltaics modules to seasonal fluctuations during the financial year. It is the digression in the German feed-in tariff that usually stimulates demand at the close of a year and depresses it at the start of the following year. In the wholesale and projects business, earnings in the last two quarters of a financial year usually exceed earnings in the first two quarters. Given the fact that insolation is higher in the second and third quarter of the financial year for seasonal reasons, the Plant Operation segment generates substantially higher revenue in these two quarters than in the first and fourth quarter of the financial year.
As of 30 September 2010, there are contingent liabilities from possible repurchase obligations for solar power plants for a period of approximately 20 years. The present value of the maximum contingent liability as of the reporting date is EUR 787 thousand.
Besides the subsidiaries included in the consolidated financial statements, COLEXON Energy AG has direct and indirect relationships with related parties within the scope of its ordinary operations.
The business relationships with related parties of the Group are as follows:
| ASSOCIATES EUR'000 |
ENTITIES WITH A MATERIAL INFLUENCE EUR'000 |
MANAGEMENT BOARD MEMBERS EUR'000 |
SUPERVISORY BOARD MEMBERS EUR'000 |
OTHER RELATED ENTITIES EUR'000 |
|
|---|---|---|---|---|---|
| Services and products provided Previous year (Q3/2009) |
0 0 |
17 10 |
5 0 |
0 0 |
4 20 |
| Receivables and other assets | 0 | 2,257 | 2 | 0 | 11 |
| Previous year (Q3/2009) | 0 | 1,244 | 0 | 0 | 12 |
| Services and products received | 0 | 27 | 69 | 0 | 37 |
| Previous year (Q3/2009) | 3,996 | 42 | 7 | 0 | 367 |
| Liabilities | 0 | 0 | 0 | 0 | 0 |
| Previous year (Q3/2009) | 0 | 0 | 0 | 0 | 18 |
| Advances received | 0 | 0 | 0 | 0 | 0 |
| Previous year (Q3/2009) | 0 | 0 | 0 | 0 | 0 |
COLEXON Energy AG is considered an associate of Renewagy A/S until 14 August 2009, the date of initial consolidation. Hence all transactions through 13 August 2009 are recognized as transactions with related persons/entities. Starting on 14 August 2009, all transactions are eliminated through consolidation of expenses and earnings.
The products and services provided for companies with a material influence relate to rental costs that were passed on. The receivables relate to receivables from services provided and loans.
The products and services received concern rental payments for a leased property.
The reporting on related parties concerns business relations with relatives of members of the Management Board or the Supervisory Board or companies they own or control, directly or indirectly.
In accordance with Article 8 of the Articles of Association, the Company's Supervisory Board comprises six members and was composed as follows as of 30 September 2010:
The following individuals were members of the Management Board as of 30 September 2010:
In accordance with Article 6 of the Articles of Association, the Company is represented by two members of the Management Board or by one Management Board member together with an authorized signatory ("Prokurist").
The declaration to be submitted in accordance with Section 161 of the German Stock Corporation Act stating to what extent the Company has complied and will comply with the recommendations of the Government Commission of the German Corporate Governance Code was submitted through publication on the Company's website and made available to shareholders.
Hamburg, Germany, 05 November 2010
COLEXON Energy AG The Management Board
Thorsten Preugschas Henrik Christiansen Volker Hars
Chief Executive Officer Chief Financial Officer Chief Operating Officer
We have reviewed the condensed interim consolidated financial statements – comprising the condensed statement of financial position, condensed statement of comprehensive income, condensed statement of cash flows, condensed statement of changes in equity and selected explanatory notes – and the interim management report of the Group of COLEXON Energy AG for the period from 01 January to 30 September 2010. The preparation of the condensed interim consolidated financial statements in accordance with the IFRS applicable to interim financial reporting as adopted by the EU is the responsibility of the Company's Management Board. Our responsibility is to issue a review report on the condensed interim consolidated financial statements and the interim management report of the Group based on our review.
We performed our review of the condensed interim consolidated financial statements and the interim management report of the Group in accordance with German generally accepted standards for the review of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW). Those standards require that we plan and perform the review so that we can preclude through critical evaluation, with a certain level of assurance that the condensed interim consolidated financial statements have not been prepared, in material respects, in accordance with the IFRS applicable to interim financial reporting as adopted by the EU and that the interim management report of the Group has not been prepared, in material respects, in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports. A review is limited primarily to inquiries of company personnel and analytical procedures and therefore does not provide the assurance attainable in a financial statements audit. Since, in accordance with our engagement, we have not performed a financial statements audit, we cannot express an audit opinion.
Based on our review, no matters have come to our attention that cause us to presume that the condensed interim consolidated financial statements have not been prepared, in material respects, in accordance with the IFRS applicable to interim financial reporting as adopted by the EU nor that the interim management report of the Group has not been prepared, in material respects, in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports.
We issue this certificate on the basis of the contract concluded with the Company which is based, also as regards third parties, on the General Terms and Conditions for Certified Public Accountants and Auditing Firms of 01 January 2002.
Hamburg, Germany, 08 November 2010
PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft
Richard Müllner Tobias Hennenberger Wirtschaftsprüfer Wirtschaftsprüfer [German Public Auditor] [German Public Auditor]
In the interest of transparency and in order to provide a better representation of the actual revenue of the COLEXON Group, below please find the results for the periods from 01 January to 30 September 2009, without taking into account the reverse acquisition, and from 01 January to 30 September 2010, excluding the extraordinary effect from the impairment of goodwill.
COLEXON Energy AG acquired its former major shareholder, Renewagy A/S (now COLEXON Solar Invest A/S), on 14 August 2009. Pursuant to IFRS 3, the acquisition of Renewagy A/S must be treated as a reverse acquisition in the consolidated financial statements. As a result, Renewagy A/S is treated as the buyer in accounting terms whereas COLEXON Energy AG is treated as the acquired company and thus must be recognized as a subsidiary. Hence actual legal relationships are not taken into account and are reversed (in that regard, for more details see the notes to the consolidated financial statements as of 31 December 2009).
The following consolidated statement of comprehensive income is presented as if the transaction had already been executed as of 01 January 2009 (so-called condensed pro forma consolidated statement of comprehensive income for the reporting period). This is intended to improve comparability with the previous year's figures.
COLEXON Energy AG recognized an impairment loss of EUR 63.4 million on goodwill at Group level as of 30 September 2010. This goodwill was incorporated into COLEXON's consolidated accounting in connection with the reverse acquisition of Renewagy A/S (now COLEXON Solar Invest A/S) in 2009; it was based on the assumption that our solar power plant portfolio would be expanded continually and over the long term. The feed-in tariffs in key European markets were reduced faster and further than initially expected. This prompted the management of COLEXON Energy AG to revise these long-term assumptions regarding this portfolio downwards.
In order to increase transparency in presenting the Company's operational development in the reporting period, the following consolidated statement of comprehensive income does not take into account the extraordinary effect from the impairment of goodwill.
| ADJUSTED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONDENSED) |
01 JAN 10 – 30 SEP 101 EUR'000 |
01 JAN 09 – 30 SEP 092 EUR'000 |
|---|---|---|
| 1. Revenue | 154,009 | 112,684 |
| 2. Other operating income | 1,097 | 2,995 |
| 3. Increase in inventories of finished services and work in progress |
2,171 | 7,725 |
| 4. Cost of production supplies and purchased goods |
– 107,744 | – 84,093 |
| 5. Cost of purchased services | – 17,204 | – 6,497 |
| 6. Gross profit | 32,329 | 32,184 |
| 7. Staff costs | – 7,550 | – 5,712 |
| 8. Depreciation, amortization and impairment losses | – 5,163 | – 5,208 |
| 9. Other operating expenses | – 6,447 | – 7,912 |
| 10. Operating profit (EBIT) | 13,170 | 13,982 |
| 11. Other interest and similar income | 41 | 281 |
| 12. Interest and similar expenses | – 7,259 | – 8,917 |
| 13. Result from investments | 0 | 0 |
| 14. Result from investments and financial result | – 7,217 | – 8,636 |
| 15. EBT | 5,952 | 5,346 |
| 16. Income tax | – 1,987 | – 1,120 |
| 17. Net profit from continuing operations | 3,965 | 4,226 |
| 18. Net profit after taxes from discontinued operations | 0 | 89 |
| 19. Net profit | 3,965 | 4,315 |
| Earnings per share (basic) Basis: 9.507 million shares according to IAS 33 |
0.24 | 0.24 |
The adjusted consolidated statement of comprehensive income is as follows:
1 Notes to the figures for 2010 (before goodwill impairment): As of 30 September 2010, COLEXON recognized an impairment loss of EUR 63.4 million at Group level, which was due to the acquisition of Renewagy A/S in 2009. The pro forma figures comprise the Group result of COLEXON Energy AG without taking into account the extraordinary effects of the impairment of goodwill. This presentation was chosen in order to provide our shareholders with a transparent picture of the Company's operational development during the reporting period.
2 Notes to the figures for 2009 (before reverse acquisition): COLEXON took over the Danish plant operator Renewagy in the third quarter of 2009. Since this takeover was recognized as a reverse acquisition, the results of COLEXON were taken into account only for part of the prior-year period. The pro forma presentation comprises the results of COLEXON and Renewagy for the entire prior-year period (01 January to 30 September 2009).
To further enhance transparency, the segment reporting is also provided for the entire reporting period from 01 January 2009 where COLEXON Energy AG is recognized in profit and loss:
| ADJUSTED | WHOLESALE2 | PROJECTS2 | SERVICE AND OPERATION2 |
PLANT OPERATION1 |
HOLDING COMPANY2 |
CONSOLI DATION2 |
TOTAL GROUP |
|---|---|---|---|---|---|---|---|
| SEGMENT INFORMATION BY DIVISION |
EUR'000 | EUR'000 | EUR'000 | EUR'000 | EUR'000 | EUR'000 | EUR'000 |
| Revenue1 | 90,783 | 47,900 | 1,153 | 14,428 | 0 | – 254 | 154,009 |
| Previous year (Q3/2009)2 | 79,977 | 18,843 | 0 | 15,388 | 0 | – 1,525 | 112,684 |
| Changes in inventories1 | 107 | 873 | 1,191 | 0 | 0 | 0 | 2,171 |
| Previous year (Q3/2009)2 | 0 | 11,343 | 0 | 0 | 0 | – 3,619 | 7,725 |
| Cost of materials1 | – 78,206 | – 43,479 | – 2,136 | – 1,302 | 0 | 175 | – 124,948 |
| Previous year (Q3/2009)2 | – 68,006 | – 26,250 | 0 | – 1,182 | 0 | 4,849 | – 90,590 |
| Other income1 | 0 | 728 | 35 | 282 | 52 | 0 | 1,097 |
| Previous year (Q3/2009)2 | 13 | 218 | 0 | 97 | 611 | 2,057 | 2,995 |
| Gross profit1 | 12,684 | 6,023 | 242 | 13,408 | 52 | – 79 | 32,329 |
| Previous year (Q3/2009)2 | 11,984 | 4,155 | 0 | 14,303 | 611 | 1,762 | 32,814 |
| Staff costs1 | – 561 | – 3,587 | – 442 | – 635 | – 2,326 | 0 | – 7,550 |
| Previous year (Q3/2009)2 | – 366 | – 2,503 | 0 | – 971 | – 1,872 | 0 | – 5,712 |
| Depreciation, amortization and impairment losses1 Previous year (Q3/2009)2 |
– 16 – 84 |
– 74 – 35 |
– 5 0 |
– 4,290 – 4,057 |
– 186 – 145 |
– 591 – 887 |
– 5,163 – 5,208 |
| Other expenses1 | – 226 | – 2,816 | – 200 | – 650 | – 2,556 | 0 | – 6,447 |
| Previous year (Q3/2009)2 | – 533 | – 3,190 | 0 | – 1.157 | – 3,634 | 602 | – 7,912 |
| EBIT1 | 11,880 | – 454 | – 404 | 7,833 | – 5,016 | – 670 | 13,170 |
| Previous year (Q3/2009)2 | 11,001 | – 1,574 | 0 | 8,118 | – 5,040 | 1,478 | 13,982 |
| Result from investments and financial result1 Previous year (Q3/2009)2 |
0 183 |
– 950 – 914 |
– 1 0 |
– 6,293 – 7,750 |
27 0 |
0 – 155 |
– 7,217 – 8,636 |
| EBT1 | 11,880 | – 1,404 | – 406 | 1,540 | – 4,989 | – 670 | 5,952 |
| Previous year (31 Dec 2009)2 | 11,184 | – 2,488 | 0 | 368 | – 5,040 | 1,323 | 5,346 |
| Taxes on income1 Previous year (Q3/2009)2 |
– 1,987 – 1,120 |
||||||
| Net profit/loss from continuing operations1 Vorjahr (Q3 2009)2 |
3,965 4,226 |
||||||
| Net profit/loss from discontinued operations1 Previous year (Q3/2009)2 |
0 89 |
||||||
| Net profit/loss1 Previous year (Q3/2009)2 |
3,965 4,315 |
| SEGMENT INFORMATION BY REGION |
GERMANY EUR'000 |
REST OF EUROPE EUR'000 |
OTHER REGIONS EUR'000 |
CONSOLI DATION EUR'000 |
GROUP EUR'000 |
|---|---|---|---|---|---|
| Revenue1 | 121,940 | 32,039 | 285 | – 254 | 154,009 |
| Previous year (Q3/2009)2 | 101,970 | 12,236 | 3 | – 1,525 | 112,684 |
1 Notes to the figures for 2010 (before goodwill impairment): As of 30 September 2010, COLEXON recognized an impairment loss of EUR 63.4 million at Group level, which was due to the acquisition of Renewagy A/S in 2009. The pro forma figures comprise the Group result of COLEXON Energy AG without taking into account the extraordinary effects of the impairment of goodwill. This presentation was chosen in order to provide our shareholders with a transparent picture of the Company's operational development during the reporting period.
2 Notes to the figures for 2009 (before reverse acquisition): COLEXON took over the Danish plant operator Renewagy in the third quarter of 2009. Since this takeover was recognized as a reverse acquisition, the results of COLEXON were taken into account only for part of the prior-year period. The pro forma presentation comprises the results of COLEXON and Renewagy for the entire prior-year period (01 January to 30 September 2009).
Publication of the Q3/2010 report 10 November 2010 11th Forum Solarpraxis 11 and 12 November 2010 German Equity Forum 22 November 2010
| BIPV | Building-integrated PV systems |
|---|---|
| CdS | Cadmium telluride (CdTe) is an absorber material for solar cells which is less expensive but also less efficient than silicone. |
| CdTe | Cadmium sulfide (CdS) is a chemical compound of cadmium and sulfur which is used in the development of solar modules. |
| COLEXON | Short form of COLEXON Energy AG |
| Crystalline silicon | Crystalline modules are made by cutting wafer-thin slices of monocrystalline or polycrystalline silicon and fitting them with contacts. Their efficiency is higher than that of thin-film cells covering the same surface area. |
| EEG | German Acronym of the German Renewable Energy Sources Act, which has regulated the feed-in tariffs for solar energy in Germany since 2000 and guarantees investors a secure income for a period of 20 years. |
| Grid Parity | Grid parity describes the point in time at which solar electricity can be produced as cheaply as conventional electricity. |
| IPP | Independent (solar power producer) |
| kW/kWp | Kilowatt/Kilowatts-peak |
| MW/MWp | Megawatt/megawatts-peak |
| PV | Photovoltaics (production of power from solar irradiation) |
| Thin-film technology | Thin-film modules are made by depositing or vapor coating high-purity semiconducting materials such as a-Si or CdTe onto a substrate, and then applying contacts. Since thin-film PV cells are produced using less energy and material, they are more environmentally friendly and cost-efficient than crystalline cells. |
COLEXON Energy AG Große Elbstraße 45 • 22767 Hamburg • Germany www.colexon.com
Jan Hutterer/Kirsten Friedrich Fon +49 (0)40. 28 00 31-0 Fax +49 (0)40. 28 00 31-101
CAT Consultants GmbH & Co. | www.cat-consultants.de
This report is available for download in German and English.
Please contact us for printed copies or additional information about COLEXON Energy AG. We will be happy to include you in our mailing list for shareholders if you'd like to receive regular information and the latest news by email.
This Report includes forward-looking statements that are based on the opinions of the Management Board of COLEXON Energy AG and reflect the Board's current assumptions and estimates. These forward-looking statements are subject to risks and uncertainties. Numerous facts unforeseeable at this time could cause the actual performance and results of COLEXON Energy AG to differ from such forward-looking statements. These facts include, but are not limited to: lack of acceptance of newly intro duced products or services; changes in the general economic or business situation; failure to meet efficiency or cost reduction targets; and changes in the Company's business strategy.
The Management Board firmly believes that the expectations contained in these forward-looking statements are sound and realistic. However, should the previously mentioned or other risks materialize, COLEXON Energy AG cannot guarantee that the assumptions made turn out to be correct.
COLEXON ENERGY AG GROSSE ELBSTRASSE 45 22767 HAMBURG GERMANY WWW.COLEXON.COM
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