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PNE AG — Annual Report 2008
Mar 30, 2009
334_10-k_2009-03-30_b0d2a844-17c4-4b40-b8ae-7aa132fe999a.pdf
Annual Report
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On the upswing
Key data for the Group
| in euro million | 2008 | 2007 | 2006 |
|---|---|---|---|
| Total aggregate output | 112.5 | 58.6 | 93.3 |
| Revenues | 74.6 | 50.1 | 87.8 |
| EBITDA | 24.9 | 16.8 | 2.2 |
| EBIT | 23.5 | 15.6 | 0.3 |
| Result of ordinary operations | 19.7 | 11.4 | -6.1 |
| Consolidated net income/loss | 17.1 | 11.1 | -6.3 |
| Balance sheet total | 265.8 | 127.9 | 125.3 |
| Shareholders' equity | 54.6 | 41.2 | 14.9 |
| Equity ratio (in %) | 20.6 | 32.2 | 11.9 |
Company profile
Plambeck Neue Energien AG with headquarters in Cuxhaven plans and realises wind farm projects on land (onshore) as well as on the high seas (offshore). In this respect the core competence lies in the development, projecting, realisation and financing of wind farms as well as their operation and sale together with subsequent service. Up to the beginning of March 2009 the Company constructed to date 88 wind farms with 503 wind power turbines and a total nominal output of 699 MW.
Apart from the activity in its German home market Plambeck Neue Energien AG is expanding increasingly into dynamic growth markets and is already represented through joint ventures in Hungary, Bulgaria, Turkey, the United Kingdom, Ireland and Romania. In these countries wind farm projects are currently being developed with a nominal output of 1,400 MW; these should be realised in the medium term. Furthermore, a subsidiary was founded in the USA. In Germany (onshore) wind power projects with more than 400 MW are currently being developed.
Moreover, Plambeck Neue Energien AG is developing offshore wind farm projects, of which two large projects have already been approved on German waters. The introduction into promising foreign markets is also being considered for the offshore sector.
Table of Contents
| 02 | Highlights 2008 |
|---|---|
| 05 | To the shareholders |
| 31 | Group management report |
| 59 | Consolidated financial statements |
| 123 | Financial statements of the AG |
| 135 | Glossary |
| 136 | Imprint |
Highlights 2008
Plambeck publishes the business figures for 2007
- Operating result (EBIT) of euro 15.6 million achieved (+ euro 15.3 million in comparison with prior year)
- Net income increases to euro 11.1 million (+ euro 17.4 million in comparison with prior year)
- Net debt reduced to euro 19.2 million (prior year: euro 44.5 million) Results illustrate successful reorganisation of the Company
Dr. Wolfgang von Geldern announces retirement from Board of
Management
- Following successful restructuring the Chairman of Board of Directors for many years retired from operating business
- Company retains his experience through consulting contract
- Continuing commitment for wind power as President of Wirtschaftsverband Windkraftwerke e.V.
Decision to replace with former financial director Martin Billhardt
First quarter 2008 brings further improvement in results
• In comparison with prior year EBIT tripled to euro 1.2 million
03 05
- Operating onshore and offshore core business expanded further
- Strengthening of activity abroad: Bulgarian and Turkish subsidiaries included for first time in consolidated financial statements Fiscal year starts with strong tailwind
Change of personnel completed
- Martin Billhardt becomes Chairman of Board of Directors
- Bernd Paulsen strengthens Board of Management and takes over responsibility for project development and implementation of wind farm projects
- Roland Stanze and Thorsten Fastenau become general managers Organisational foundation stone laid for further development of Plambeck
Plambeck sells majority shareholding in SSP Technology A/S
- Company sells 67 percent participation in Danish manufacturer of rotor blades
- Transaction generates euro 35 million in free liquidity for Plambeck
- Very profitable sale of participation
Inflow of funds permits accelerated expansion of core business
Cooperation for wind farms in the United Kingdom and Ireland
- Establishment of a joint venture with the British project developer New Energy Development Ltd. (NED)
- Target: development and implementation of wind farms with initial capacity of 300 MW
- Plambeck holds 67.5 percent of the shares and is responsible for selection and purchase of the equipment, financing, sales as well as operating management
Successful market introduction into one of the most attractive European wind power markets
To the shareholders
Contents
| Letter to the shareholders |
|---|
| Report of the Supervisory Board |
| Corporate Governance report |
| Declaration of compliance with the German Corporate Governance Code |
| Directors' Dealings |
| Portrait of Plambeck Neue Energien AG |
| Our challenge |
| Plambeck Neue Energien AG becomes "PNE Wind AG" |
| Plambeck in profile |
| Summary of the business activities |
| Marketing and sales |
| Suppliers |
| The share |
| Price development |
| Key data |
| Shareholder structure |
| Investor relations |
| Financial calendar |
Letter to the shareholders
Dear Shareholders,
During the past fiscal year we have achieved great progress. The course is thus set for a strong continuation of our expansion.
From an operating point of view we strengthened further our market position. We have available a comprehensive project pipeline both at home and abroad and both onshore and offshore, which we are currently gradually implementing. In total, we are working on current projects in different phases with a total nominal output of approximately 4,400 MW on land as well as on the high seas, representing many time the number of wind farms implemented by us to date! As a result of
the amendment to the Renewable Energies Law (EEG) as at January 1, 2009 we were confronted many times with the wish of our investors to optimise the projected wind farms and only to complete them in 2009. For this reason wind farms with a total nominal output of only 6 MW were completed during the past fiscal year 2008. Nevertheless, we used this time well in order to improve further the economic efficiency of the projects. And the success shows that we were right; in 2009 we have already been able to fully complete four wind farms with a nominal output totalling 48 MW.
Scheduled project progress was also achieved in the offshore sector. Currently we are working on the development of a total of seven offshore wind farms with a planned nominal output of 2,700 MW. The corresponding permits have already been granted for two of these projects and in this respect we are acting together with two reliable and financially strong partners. In the medium to longer term the offshore sector will develop into a growth driver for our branch and we have created the starting base for a leading market position through our early commitment.
The effects of the restructuring of Plambeck Neue Energien AG are illustrated clearly in the business figures for 2008. An increase of euro 7.9 million to euro 23.5 million in the operating result (EBIT) was achieved (prior year: euro 15.6 million). The result before taxes improved from euro 11.4 million in 2007 to a new level of euro 19.7 million. After deduction of taxes on income Plambeck Neue Energien AG thus achieved during the fiscal year 2008 consolidated net income before minorities of euro 17.1 million, which represented a significant increase in comparison with the amount of euro 11.1 million in the prior year. Earnings per share amounted to euro 0.44 (prior year: euro 0.29). In comparison with the prior year revenues rose from euro 50.1 million to euro 74.6 million, and the total aggregate output increased from euro 58.6 million to euro 112.5 million.
Our Company is on a financially solid basis. This becomes clear on looking at our capital structure. With shareholders' equity of euro 54.6 million and an equity ratio of 20.6 percent we have a stable capital structure. We are thus in the position to be able to pursue dynamically the expansion of our core business.
In 2008 we concluded the new strategic orientation of Plambeck Neue Energien AG. The most obvious sign of this was the sale of our majority shareholding in the Danish manufacturer of rotor blades, SSP Technology A/S. Our former subsidiary had developed exceptionally well during the past few years and required additional capital in order to satisfy the strong increase in customer demand. We decided to sell in view of the focussing on our core business, the projecting of wind farms, which had been decided on at Plambeck. With Ventizz Capital Fund IV we found in this respect a partner which will assure the long term development of SSP and which also offered us an attractive price. Within the context of the transaction we obtained free liquidity of approximately euro 35 million; the sale of this participation thus represented for us a very substantial income. Both all items of profitability as well as our capital base were positively influenced by this sale.
An important component of our corporate strategy consists of the internationalisation of our business activities. Scarcity of raw materials, climate change, and supply security: these subjects were decisive during the past year in the debate about the energy policy of the future and led to a further growth in importance of renewable energies on the international stage. A clear indication for this was the election of the new US President, Barack Obama, who has announced massive investments in the promotion of "renewables". We already prepared ourselves for this development at an early stage: we are currently represented in eight growth markets. Already in 2007 joint ventures were agreed in Hungary, Bulgaria and Turkey, which could then be founded in 2008. During the past fiscal year we achieved further progress with the market introduction in the United Kingdom, Ireland, France, Romania and the USA.
We see great opportunities for Plambeck in particular in the US wind power market. In 2008 the United States overtook Germany for the first time as the largest market for wind power; and that was without the Obama effect! We recognised this potential at an early stage and established our US subsidiary, "Plambeck New Energy USA, Inc.". Since the beginning of 2009 we have there with Kelly Lloyd a very experienced general manager with an excellent network, who is swiftly pursuing the development of our subsidiary. Kelly Lloyd was previously active for more than ten years in various positions at the project developer, enXco, a US subsidiary of EDF Energies Nouvelles, His last position was that of finance director where he assured financing of more than \$ 500 million for the development and construction of projects. We are therefore very confident to be able to take under contract and to develop wind farm projects in the USA during the next three years with a nominal output of up to 2,500 MW together with local joint venture partners.
Operatively, Plambeck Neue Energien AG has already successfully completed the concentration on its core business of wind-farm projecting – both onshore and offshore. In future, this strategic alignment shall also be visible in our corporate brand. The Board of Directors and the Supervisory Board are therefore suggesting to change the company's name to "PNE Wind AG" to the Shareholders' Meeting taking place in Cuxhaven on May 14, 2009. We want to emphasize our core competence and the increasing international alignment even more strongly by the new brand and the addition to the company logo 'Passion for Energy'. At the same time, the new name also underlines the continuity in the corporate development. For this reason, we are convinced that we are demonstrating the profile and the alignment of the company to the outside concisely with "PNE Wind AG" and are simultaneously building a bridge between the past and the future.
We are therefore confident for the current fiscal year in spite of the difficult market environment. We are active in an absolute growth market and we are very well prepared for the future developments with our expansion strategy. The basis for our success is our comprehensive project pipeline, which we intend to expand to 10,000 MW in the onshore sector and to 5,000 MW in the offshore sector.
In view of the difficult situation on the international markets the Plambeck share had to fight against strong headwinds during the past year. Nevertheless, the share developed positively particularly in the fourth quarter in comparison with the general price declines on the stock markets, as the TecDax, for example, lost half of its value in the course of the year. In view of our operating strength we are confident that this trend will also continue during the current fiscal year.
Dear Shareholders, we should like to thank you for your loyalty and your confidence.
Martin Billhardt Chairman of the Board of Management
Report of the Supervisory Board
Dear Shareholders,
In the fiscal year 2008 Plambeck Neue Energien AG achieved important successes. In particular the sale of the shares in SSP Technology A/S to Ventizz IV SPV C Limited must be mentioned. With the establishment of additional joint ventures in the United Kingdom and Romania as well as the foundation of a company in the USA it was possible to establish the Company in a strong position abroad.
During the fiscal year 2008 the Supervisory Board met for a total of five ordinary meetings, on March 14, June 10, June 10, July 11, September 23 and December 8, 2008. Furthermore, four extraordinary meetings were held on May 9, June 29, October 7 and November 17, 2008. No member of the Supervisory Board participated in less than one half of the meetings.
The composition of the Supervisory Board changed as follows during the fiscal year 2008: Mr. Tim Weiss retired as at June 11, 2008. Professor Dr. Reza Abhari was elected on June 11, 2008 to the Supervisory Board. In accordance with the recommendation of the German Corporate Governance Code (DCGK) the Supervisory Board has a sufficient number of independent members.
At its meeting on September 23, 2008 the Supervisory Board resolved the establishment of an Appointments Committee and elected its members. The Supervisory Board has thus set up the following three committees in order to carry out its tasks more efficiently: Personnel Committee, Audit Committee and Appointments Committee.
Mr. Rafael Vazquez and Mr. Dieter K. Kuprian were elected to the Personnel Committee and Mr. Dieter K. Kuprian was furthermore elected as Chairman of this committee.
The Personnel Committee held a during the fiscal year 2008 on March 14, 2008 in which the question of the retirement of Dr. von Geldern as at June 11, 2008 was discussed. Furthermore, it held a meeting on May 9, 2008, which served the purpose of recommending to the Supervisory Board the appointment of Mr. Bernd Paulsen as a member of the Board of Management on July 1, 2008 as well as the appointment of Mr. Martin Billhardt as Chairman of the Board of Management also on July 1, 2008. In a further meeting of the Personnel Committee on June 10, 2008 discussions were held about the resolution and the new internal regulations of the Board of Management.
Professor Dr. Abhari, Mr. Kunkel and Mr. Dieter K. Kuprian were elected to the Audit Committee. Professor Dr. Abhari was elected as the Chairman of this Committee and Mr. Kunkel as Deputy Chairman.
The Audit Committee held a meeting on June 10, 2008. The object of this meeting was the advice about accounting, risk management and compliance as well as the related recommendations to the Supervisory Board with regard to the corresponding resolutions to be taken.
The newly established Appointments Committee, consisting of Mr. Dieter K. Kuprian (Chairman), Professor Dr. Reza Abhari (Deputy Chairman) and Dr. Peter Fischer did not meet during the fiscal year 2008. The task of the Appointments Committee is to propose to the Supervisory Board suitable candidates to represent the shareholders in the event of pending new elections.
The Supervisory Board undertook the tasks for which it is responsible in accordance with the law, the articles of association and the internal regulations. It regularly advised the Board of Management concerning the management of the Company and supervised its activity. The Supervisory Board was directly included in all decisions of major importance for the Company. The Supervisory Board was regularly and immediately and fully informed both in writing and at its meetings and through written and oral reports of the Board of Management about the current business development and the asset, earnings and financial situation of the Company as well as about the planned business policy and the additional key questions of corporate planning, especially with regard to financial, investment and personnel planning. These various questions were discussed extensively by the Board of Management and the Supervisory Board. Furthermore, the Supervisory Board reviewed the books, documents and the schedule of assets and also examined these. Special reports were not requested. Moreover, the Supervisory Board was given information regularly by means of individual discussions with the Board of Management.
The Supervisory Board has examined in detail and decided by means of resolutions all business matters and measures of the Board of Management requiring its consent on the basis of the regulations of the law, the articles of association and the internal regulations of the Board of Management.
The major activities and subjects treated by the Supervisory Board during the fiscal year 2008 were:
- the reporting and discussions concerning the financial statements as at December 31, 2007
- the retirement of the former and the appointment of the new Chairman of the Board of Management
- resolution concerning the foundation of a joint venture in the United Kingdom
- the discussion and resolution concerning the sale of the shares in SSP Technology A/S
- the reports and discussions concerning the further strategic development of the Company and the analysis of the shareholder structure
- the reports on the development of the current and planned business
- the resolution concerning the financial and investment planning 2009
- the resolution and the approval of the resolution of the Board of Management in respect of the declaration of compliance with the German Corporate Governance Code.
The Board of Management on November 24, 2008 and the Supervisory Board on December 8, 2008 resolved to declare their compliance with the recommendations of the German Corporate Governance Code in its version of June 6, 2008 with the exception of Regulation 3.8. Regulation 3.8 of the DCGK recommends the conclusion of D & O insurances with a deductible.
The financial statements of Plambeck Neue Energien AG, the consolidated financial statements as well as the reports on the situation of Plambeck Neue Energien AG and the Group were drawn up on schedule by the Board of Management. These as well as the accounting documents were audited by the auditors, Ebner Stolz Mönning Bachem, Wirtschaftsprüfer, Steuerberater, Rechtsanwälte, Partnerschaft, Stuttgart office, who were elected by the general meeting of shareholders as auditors on June 11, 2008; an unqualified auditors' opinion was issued.
The Supervisory Board placed the commission for the audit for the fiscal year 2008 on December 18, 2008. In accordance with the recommendations of the German Corporate Governance Code the Supervisory Board obtained, prior to placing this commission, a declaration of the auditors as to which professional, financial or other relationships might exist between the auditors and the Company, which might indicate doubts regarding their independence. The declaration also included the scope of other consulting services, which were provided to the Company during the past fiscal year. According to the declaration submitted to the Supervisory Board by the auditors there are no doubts regarding their independence.
The financial statements for Plambeck Neue Energien AG, the consolidated financial statements, the management report of Plambeck Neue Energien AG, the Group management report and the report of the auditors were made available punctually to all members of the Supervisory Board prior to the balance sheet meeting on March 12, 2009. The documents were comprehensively examined and discussed at the meeting of the Audit Committee on March 9, 2009 as well as at the balance sheet meeting by the members of the Supervisory Board. The Chairman of the Audit Committee gave a report on the treatment of the financial statements and the consolidated financial statements at the meeting of the Audit Committee to the full Supervisory Board at the balance sheet meeting. Representatives of the auditors participated both at the meeting of the Audit Committee as well as at the balance sheet meeting and reported on the key results of the audit. There were no objections. The Supervisory Board approved the result of the audit of the financial statements.
The Supervisory Board thus approved the financial statements of Plambeck Neue Energien AG drawn up as at December 31, 2008 as well as the consolidated financial statements drawn up as at December 31, 2008. The financial statements were thus adopted. The Supervisory Board, following its own examination, approved the proposal of the Board of Management regarding the appropriation of profit.
The regulations and obstacles, which could render difficult a take-over and the exercise of control, were reviewed and evaluated by the Supervisory Board. The Supervisory Board considers these to be adequate.
The Supervisory Board wishes to thank the members of the Board of Management as well as all employees for their particular commitment and responsible and successful work during the fiscal year 2008.
Cuxhaven, March 12, 2009
Dieter K. Kuprian Chairman of the Supervisory Board
Corporate Governance report
Declaration of compliance of the Board of Management and the Supervisory Board in accordance with Section 161 of the German Stock Corporation Act (AktG)
with the Corporate Governance Code: the Corporate Governance Code is a legal guideline on the management and supervision of stock-market listed companies in Germany. It summarises the international as well as national recognised standards for responsible corporate management. The objective of the guideline is to promote the confidence of investors, customers, employees and the public in German corporate management.
The Board of Management declared on November 24, 2008 and the Supervisory Board of Plambeck Neue Energien AG on December 8, 2008 in accordance with Section 161 of the German Stock Corporation Act (AktG) that they complied with the Corporate Governance Code with the exception of Paragraph 3.8. The Board of Management and the Supervisory Board also declared that in accordance with Section 161 (AktG) that the Corporate Governance Code will be complied with also in the fiscal year 2009 with the exception of Paragraph 3.8.,
Paragraph 3.8 recommends that an excess should be agreed with regard to the conclusion of D&O insurances.
This declaration of compliance concerns the German Corporate Governance Code in its version of June 6, 2008.
Directors' Dealings
On July 10, 2008 Bernd Paulsen purchased 2,500 shares of Plambeck Neue Energien AG at a price of euro 2.99 per share.
With regard to the Board of Management 50,000 shares were thus attributable as at December 31, 2008 to Mr. Martin Billhardt. Mr. Bernd Paulsen held 2,500 shares. With regard to the Supervisory Board Mr. Alfred Mehrtens held 346 shares.
Portrait of Plambeck Neue Energien AG
Our challenge
Electricity powers the world. To date worldwide supply was based primarily on the use of finite resources such as oil or gas. However, a change in political energy views has taken place in a growing number of countries as a result of the already noticeable effects of climate change, the uncertainty about the availability of these raw materials as well as the ever closer exhaustion of fossil fuels. Finally we have available unlimited opportunities of natural energy sources, and we must use them.
Technically practicable and economically meaningful ways already exist today for the inexpensive and environmentally friendly generation of electricity. Wind power plays a decisive role in this context. This is the most advanced method for environmentally friendly generation of electricity, and similar comprehensive experiences have not as yet been made with any other alternative technology. For this reason industry experts see a substantial growth potential for the worldwide wind power market in the coming years.
Plambeck Neue Energien AG has acted very successfully in this field for many years. With an installed total nominal output of 699 MW up to the beginning of March we are one of the most experienced project managers of wind farms worldwide. Our major objective is the compatibility of economic success and ecological responsibility.
| Highlights | To the shareholders | Group management report |
Consolidated financial statements |
Financial statements of the AG |
|
|---|---|---|---|---|---|
Plambeck Neue Energien AG becomes "PNE Wind AG"
Independent, future-proof, sustainable – what is true for wind power in general, particularly counts for us. Operatively, Plambeck Neue Energien AG has already successfully completed the concentration on its core business of wind-farm projecting – both onshore and offshore. Today the company is on a consistent course for growth: we pursue a sustainable, focused and independent business model. In future, this strategic alignment shall also be visible in our corporate brand. The Board of Directors and the Supervisory Board are therefore suggesting to change the company's name to "PNE Wind AG" to the Shareholders' Meeting taking place in Cuxhaven on May 14, 2009.
We want to emphasize our core competence and the increasing international alignment even more strongly by the new brand and the addition to the company logo "Passion for Energy". The new company name furthermore reduces the risk of confusion with former affiliated companies. At the same time, the new name also underlines the continuity in the corporate development. As experienced wind-farm developer we can be proud of what we have accomplished so far.
For this reason, we are convinced that we demonstrate the profile and the alignment of the company to the outside concisely with "PNE Wind AG" and are simultaneously building a bridge between the past and the future.
Installed wind farms in Germany
Plambeck in profile
- Complete: Complete planning and realisation of both onshore and offshore wind farms
- Diversified: Income from projecting, electricity generation and service
- International: Represented already today in eight foreign markets
Plambeck Neue Energien AG plans and realises wind farm projects on land (onshore) as well as on the high seas (offshore). Development, projecting, realisation and financing thus represent the core competences of our Company. Following the start-up of operations we offer the operators in addition a comprehensive service, which includes in addition to the technical service also the commercial management. Apart from the sale of wind farms in the future our own operations for the generation of electricity as an "IPP" (independent power producer) will contribute to the further growth of the Company.
Our many years of success are shown in a highly fragmented and extremely competitive market: we understand our business. We have been projecting wind farms in Germany since 1995. At the end of the past fiscal year we could look back at 84 constructed wind farms. A total of 479 wind power turbines with a total nominal output of 651 MW were thus installed in Germany under our management. We are thus one of the most experienced project managers of wind farms worldwide!
| Projects | ||||||||
|---|---|---|---|---|---|---|---|---|
| 0 | 82 Permits issued 35 36 |
Wind farms under construction Permits expected in short term |
677 | 888 | ||||
| 236 | Additional planned projects 1.430 |
|||||||
| 993 | 1.666 | |||||||
| 0 MW | 200 MW Onshore Germany Onshore abroad |
400 MW Offshore |
600 MW | 800 MW | 1.000 MW |
- In the future we shall further expand our market position: onshore as well as offshore, in Germany and abroad
- Currently we are working on wind farms with a total volume of approximately 4,440 MW
- On land we are currently developing national and international projects with a total nominal output of about 1,800 MW
- On the high seas we are currently working on projects for the North Sea and the Baltic with a total volume of 2,446 MW
- Permits have already been granted for approximately 677 MW for the "Gode Wind I" and "Borkum Riffgrund I" offshore sites
As at March 1, 2009
Summary of the business activities
Business Model
Consistent use of market opportunities in all areas of wind power
As a project manager our business consists of the development of wind farms for the generation of electricity, i.e. from the bare soil to the finished wind power turbine! Our range of services includes all steps in the value added chain. Plambeck Neue Energien AG thus covers each individual phase in the creation of a new wind farm.
Value chain
Development
At the beginning there is the development of each site. In this respect the necessary areas must be acquired and the prevailing wind conditions analysed. Based on the results of the wind analysis the economically most appropriate wind power turbine (WPT) will be selected. Following the conclusion of this preliminary work, when the specifications of the future wind farm are thus already determined, the project is then submitted to the competent authorities for approval.
Financing
Essential for the successful projecting of a wind farm is in addition the assurance of the financing. Also in this case the starting point is a thorough analysis of the data, for example with regard to the income to be achieved in the future. In addition to this there is the legal concept of the operating company, before, as a next step, the sale of the project can take place. Finally, depending on the expected structure of the transaction, Plambeck Neue Energien arranges the actual project financing of the wind farm for the operator; this is an important core competence of our Company and at the same time a clear competitive advantage.
Construction
During the actual construction phase the physical building of the equipment takes place. First of all the laying of a network connection is required. At the same time the necessary infrastructure is constructed. Once these works have been concluded, the key equipment of the wind farm, the wind power turbines, can be erected. Following the completion as well as the technical acceptance the wind farm is then put into operation. From this time on the wind power turbines produce electricity and thus provide continuous, calculable and attractive income for the operator.
Sales/IPP
At this time at the latest the wind farm is transferred finally and completely to the ownership of the final operator. In this respect this is either an investor, who will subsequently operate the wind farm, or in individual cases Plambeck takes over the wind farm itself in order to produce its own electricity as an independent power producer (IPP). This business sector will obtain more emphasis with the completion of the Altenbruch wind farm which is expected during the first half 2009. Due to the high wind speeds at this site of more than 8 metres per second at the hub height of 105 metres, practice-related knowledge can be gained on the operations of offshore wind power turbines. At the same time the Company will generate on its own account attractive and stable cash flows.
Service
With its "service" division Plambeck continues to look after the wind farms in their current operational phase following the completion, the start-up of operations and transfer to the investor. We take over the technical and commercial management and assure that the "windmills" continue to turn. The after-sales service of wind farms projected by Plambeck assures us of a high degree of closeness to the customer and guarantees also repetitive revenues for our Company.
How does the business of a wind farm project manager function?
Since 1995 Plambeck Neue Energien AG has been active successfully in the market for wind power. As a project manager we are making an effective contribution to the protection of the climate and are helping in the development of a technology of the future, whereby the creation of sustainable workplaces can be promoted both nationally and internationally. At the same time we are earning a value added for our shareholders by understanding that the increasing global scarcity of energy constitutes an attractive field of business. Our business model thus differs in some points in this respect from those of other industrial branches. Plambeck generates income above all through the creation of a project right, i.e. the right to construct a wind farm at a determined site.
We launch, plan and manage the construction of a wind farm with the objective of finally selling the project to an investor at attractive conditions. In this respect a period of three to five years can pass between the start of the planning up to the actual construction.
Financial value chain
We generate the greater part of our value added in the early phases of a project. Starting with the first contact with the relevant deciders through exploration and development up to the planning phase, a total of 95 percent of the value added is created during the first four phases (out of a total of five). On the other hand only about 5 percent is earned during the actual construction, i.e. the development of the site as well as the physical erection of the wind power turbines. At the same time these phases are less costintensive, since only 6 percent of the total costs are attributable to these first four project phases. On the other hand, 94 percent of the costs arise through the actual construction of the wind power turbines.
In this respect payment often takes place in accordance with the milestone principle: At the sale of a wind farm to an investor the payment of the purchase price is contractually linked to individual progress steps of the project. As soon as one of these pre-determined milestones is reached, the purchaser (or investor) is thus obliged to make a progress payment.
Alternatively, the wind farm can also be sold completely to the investor already after the permit has been granted (i.e. before the actual construction). In this case the financing expense for Plambeck Neue Energien AG is very low due to the low costs incurred up to that time. If, on the other hand, the wind farm is transferred in a turnkey state (i.e. ready for operation) the financing requirement for the Company is correspondingly higher. Moreover, the income from the sale is booked as revenues.
There are specific advantages for Plambeck in both cases: in the case of an early sale through lower financing cost and in the case of a later sale through a higher price. No matter what the time of the sale, the Company thus earns high yields on its capital employed. In this respect the key profitability data such as operating profit or earnings before tax (EBIT or EBT) are much more appropriate for measuring the operating business development than revenues or total aggregate output.
Wind power on land (onshore)
Since 1995 our core business consists of the projecting of wind farm (onshore). In this respect we undertake greenfield development: Plambeck develops the wind farm from the bare soil up to the putting into operation of the wind power turbine.
Up to December 31, 2008 we projected wind farms with a total nominal output of 651 MW. As a result of our well filled project pipeline we are expecting a new increase during the current fiscal years to a total of 771 MW of installed output. Plambeck is in this respect well on the way to achieving this. In 2009 four wind farms with a total of 48 MW could already be constructed up to the beginning of March.
Total installed nominal output – 10 year summary
*2009: Forecast
Instead of a sale to an investor Plambeck Neue Energien AG has already in the past operated for its own account a small portion of the projected farms after completion. As a result the Company has been active to date to a limited extent as an independent power producer with the Laubuseschbach wind farm. With the completion of the "Altenbruch II" wind farm during the first half 2009 the "IPP" division will be expanded significantly. The site in the administrative area of Cuxhaven offers a series of advantages: high wind speeds enable the practical testing of offshore wind power turbines and also permit a high performance of the wind farm. In summary, "Altenbruch II" will in future produce an annual contribution to revenues of approximately euro 6 million as well as a sustainable contribution to earnings of about euro 2.8 million.
We shall in the future use the knowledge gained in our German home market to an increasingly international extent and thus extend our success also to other countries. Currently wind power is gaining in international importance increasingly as a safe, efficient and environment friendly supplier of electricity. From this market opportunities arise, which we must exploit decisively!
International activities – presence
Hungary, Bulgaria, Romania, Turkey, France, the United Kingdom, Ireland and the USA: we are already represented in eight growth markets, either through joint ventures with local partners or with our own subsidiaries. In these countries we are currently working on projects with a total nominal output of 1,430 MW. We intend to continue to this through a strengthening of our activities in the United States. We have set for ourselves ambitious targets for the largest wind market of the future: in the medium term we intend to acquire wind farms with a volume of up to 2,500 MW. That is an important contribution to our target of working on onshore projects of up to 10,000 MW in the medium term.
| Country | MW up to | Investment volume up to (in euro million) |
|---|---|---|
| Hungary | 260 | 445 |
| Turkey | 450 | 765 |
| Bulgaria | 250 | 425 |
| Romania | 150 | 250 |
| France | 20 | 36 |
| USA | 2.500 | - |
| UK / Ireland | 300 | 510 |
| UK (offshore) | "The Crown Estate Round 3" tender | |
| Total | 3,930 | 2,395 |
Project summary – international
In the future we shall continue to pursue the course of internationalisation, which promises so much growth. For this reason Plambeck Neue Energien AG is continually examining the possibility of entering into further markets of the future. We set clear and stringent criteria in respect of any commitment abroad:
• Creditworthiness and political stability of the country
In order to assure the financial security of our investment the country must show sufficient creditworthiness as well as high political reliability
• Economic remuneration system
Existence of a long term calculable remuneration system, similar to the German Renewable Energies Law (EEG), in order to generate long term income which can be planned
• Availability of a local cooperation partner
Wind power is "people business": for this reason the cooperation with local partners with good networks is a guarantee of success
Abroad we set the same high requirements as in Germany with regard to the individual investment project: a wind farm must be economically viable at each Plambeck site! The prerequisites for this are good wind conditions and the possibility of developing at reasonable cost as well as the high probability of being able to obtain the necessary permits.
Wind power on the high seas (offshore)
In January 2007 the European Union decided on its "new energy" strategy. Therein the CO² emissions of the member states must be reduced obligatorily up to 2020 by at least 20 percent in comparison with 1990. In order to achieve this ambitious objective, an expansion of renewable energies is indispensable. As the technologically most advanced method wind power in particular will play a key role in this respect.
Without an extension of offshore wind power neither the European nor the German climate targets can be attained. The generation of electricity by means of "wind power stations" at sea shows a series of advantages: availability of large areas, high average wind speeds and a high number of wind hours render the generation of electricity extremely attractive. For this reason Plambeck Neue Energien AG has already developed the offshore wind power market as a field of growth at an early stage.
| Project | Phase | Site | WPT up to | MW (3 MW/WEA) |
MW (3,6 MW/WEA) |
MW (5 MW/WEA) |
|---|---|---|---|---|---|---|
| 1 | 4 | North Sea | 77 | 230 | 277 | 385 |
| 2 | 3 | North Sea | 103 | 309 | 370 | 515 |
| 3 | 4 | North Sea | 80 | 240 | 288 | 400 |
| 4 | 2 | North Sea | 144 | 432 | 518 | 720 |
| 5 | 1 | Baltic Sea | 76 | 228 | 273 | 380 |
| 6 | 1 | North Sea | 100 | 300 | 360 | 500 |
| 7 | 1 | North Sea | 100 | 300 | 360 | 500 |
| Sum: | 680 | 2.039 | 2.446 | 3.400 |
Offshore projects – Germany
Phase 3 = Application conference underway Phase 4 = Permit issued
Phase 1 = Project exploration phase Phase 2 = Application conference in preparation
We are currently working on seven offshore projects totalling about 2,500 MW in the North Sea and the Baltic. We intend to expand this in the medium term with projects of up to 5,000 MW. Our expertise becomes clear insofar as we have already in two cases been able to take investors and joint venture partners on board following the granting of the permits. We have thus proven that we have the necessary know-how for the expansion of the offshore sector.
The "Gode Wind I" and "Borkum Riffgrund I" projects are already at a particularly advanced stage. The construction permit for "Gode Wind I" was already granted in 2006 by the Federal Office for Shipping and Hydrographics (BSH). The project area lies about 33 kilometres north of the island of Nordeney and consists of an area of approximately 36.6 square kilometres; the water depth amounts to between 28 and 33 metres. Within the context of the first construction phase it is expected that a total of 80 offshore wind power turbines will be erected as from 2010 / 2011 with a nominal output of up to 400 MW.
In November 2007 the majority of the shares in the project company "Plambeck Neue Energien AG Gode Wind I GmbH" was sold to the Dutch Evelop, a subsidiary of the Econcern Group. On the signature of the contract Plambeck Neue Energien was paid the first portion of the agreed purchase price and could thus benefit from the development of the project at an early stage as already earlier with the "Borkum Riffgrund I" project. The Company has currently still retained a 10 percent participation in the project company and shall undertake the further development together with Evelop. Within the framework of the additional milestone payments Plambeck will gradually lower its shareholding. During the second half of 2009 the financial closing is foreseen for the "Gode Wind I" project, which will result in the due date for the second purchase price instalment.
Moreover, the permit for the "Borkum Riffgrund I" project was granted in February 2004. The installation of 77 offshore wind power turbines is planned here at a distance of about 38 kilometres from the island of Borkum in a water depth of 23 to 29 metres. "Borkum Riffgrund I", the construction phase of which should start during the next few years, is projected to have a nominal output of 277 MW. Subsequently the "Borkum Riffgrund II" project is planned with up to 103 additional wind power turbines with a nominal output of up to 515 MW. The approval process for this project is currently underway.
Plambeck is realising these projects within the framework of a joint venture together with the Scandinavian energy groups, DONG Energy Power and Vattenfall Europe. The Company is proceeding step by step in respect of these projects together with these reliable and financially strong partners. Plambeck currently holds a share of 50 percent in the operating company and still expects additional milestone payments of up to euro 57 million from the project.
Service
We do not leave our customers alone following the completion and start-up of operations of a wind farm. On the contrary: we ensure that the wind farm runs! Within the framework of this after-sales business Plambeck undertakes, for example, the technical supervision of the wind power turbines (currently about 300 WPTs) in order to recognise problems at an early stage and thus to avoid or minimise any damages and expensive down times. Furthermore we ensure that the service and maintenance of the wind power turbines is carried out regularly and, if possible, not at times of strong wind. We therefore guarantee an efficient operation with optimal economic efficiency.
Moreover, we also look after the operating company of a wind farm from a commercial point of view; for example, we undertake the total accounting on behalf of the owner. As a specialist we have proven expertise in this field and are thus able to save time and money for our customers.
Marketing and sales
As a project manager our activity consists of the planning and realisation of wind farms, and we take over only a very small portion of the completed installations themselves. The major portion on the other hand is sold to interested investors, i.e. the later operators of the farms. The target of our marketing and sales activities is thus the identification of potential purchasers for our wind farms.
Investors are often identified through tender offers. However, we also have excellent contacts with the corresponding investor groups through our many years of activity in the international wind power market. Our personal network simplifies the direct contact and represents an important competitive advantage for Plambeck Neue Energien AG.
Our purchasers consist in this respect mainly of the following investor groups:
-
- Financial investors operating domestically and internationally with a focus on renewable energies
-
- Infrastructure funds
-
- Intermediaries, who undertake the further sale to retail investors
-
- Local, domestic and international energy suppliers
Suppliers
The key component of a wind farm is the wind power turbine, which is finally decisive for the economic efficiency of the site. In this respect the choice of the corresponding equipment for the relative local conditions is decisive for the profitability of the farm. Wind power is an attractive investment and therefore the enormous expansion of wind energy during the past few years has led to an increase in demand for wind power turbines. Even if the suppliers have reacted with the expansion of their production facilities, the capacities of the equipment manufacturers remain tight.
As a result, a good connection with the manufacturers as well as the capability to acquire the equipment, which is optimally appropriate for the site, represents a major criterion in our business model. A positive cooperation is assured through our many years of experience as well as our excellent contacts and permanent exchanges with the important manufacturers such as Vestas, Siemens, Nordex or Enercon. In addition, Plambeck places major value on the earliest conclusion possible of long term delivery contracts, so that we can always guarantee to our customers the best equipment for their wind farm.
| Highlights | To the shareholders | Group management report |
Consolidated financial statements |
Financial statements of the AG |
|
|---|---|---|---|---|---|
The share Price development since January 1, 2008
The developments on the international capital markets were subject during the past fiscal year to the effects of the financial crisis. Starting from the US real estate market this resulted in great uncertainties on the stock markets, which were expressed in terms of high volatility and worldwide price declines. Strong turbulences resulted in the financial markets particularly following the insolvency of the US bank, Lehman Brothers.
In view of this the Plambeck share had to struggle against heavy headwinds during the past fiscal year. At the beginning of the year the share first of all lost ground, but was able, however, to report a subsequent recovery. In July the share again reached the level of the beginning of the year. As a result of the deterioration of the financial crisis there was a renewed decline in indices worldwide during the summer of 2008. The share of Plambeck Neue Energien AG was again affected by this collapse and lost the increases gained during the prior months.
The share started to rise again in October 2008. In spite of the continuing uncertainties on the capital markets and thus an extremely difficult stock market environment, the price of the Plambeck shares rose and were listed at the end of the year at euro 1.86 (XETRA). This corresponded to a market capitalisation of approximately euro 76.8 million. The current fiscal year was also characterised to date by a positive price development. In spite of the continuing difficult environment on the financial markets the share has held to date around the euro 2 level.
Key data
| Securities Identifi cation Code | AOJBPG |
|---|---|
| ISIN | DE000A0JBPG2 |
| Number of shares | 41,267,368 |
| Market capitalisation as at December 31, 2008 | Euro 76.8 million |
| Market segment | Prime Standard |
| Indices | HDax, Mid-Cap-Market-Index, CDAX Technology, ÖkoDAX |
| Designated sponsors / market maker | Commerzbank, VEM Aktienbank |
| Reuters | PNEGn |
| Bloomberg | PNE3 |
Shareholder structure
Investor relations
Openness, transparency and reliability: these are the principles on which Plambeck Neue Energien AG bases its communications with its investors. As a company listed in the Prime Standard at the Frankfurt Stock Exchange we follow strict publication rules. Apart form the publication of comprehensive annual, half year and quarterly reports this includes also the immediate announcement of information relevant to the share price through ad hoc announcements. Furthermore, those of the public who are interested are informed continuously about the current course of business through corporate news. A series of analyst studies and the regular contact with the financial press complement the communications policy. In addition, the Board of Management is interested in a lively exchange with the financial community in order to increase the confidence of the investor. For this purpose the Company is represented regularly at capital market conferences both at home and abroad and the members of the Board of Directors seek actively personal discussions with the investors.
Financial calendar
| Publication of annual report | March 30, 2009 |
|---|---|
| DVFA Small Cap Forum (Frankfurt) | April 28 – 30, 2009 |
| Publication of Q1 report | May 4, 2009 |
| General meeting of shareholders in Cuxhaven | May 14, 2009 |
| Publication of half year report | August 10, 2009 |
| Publication pf Q3 report | November 9, 2009 |
| Equity forum | November 9 - 11, 2009 |
Additional information
Under www.pne.de you will find full information about Plambeck Neue Energien AG as well as current data on the share in the section "investor relations". Furthermore, annual and quarterly reports, press announcements as well as background information on Plambeck Neue Energien AG can be accessed and downloaded here.
Group management report
Contens
| 33 | Market / general economic conditions |
|---|---|
| 36 | General political conditions |
| 37 | Corporate structure |
| 38 | Organisation and employees |
| 39 | Summary of business activity |
| 40 | Development of revenues |
| 41 | Earnings situation |
| 42 | Financial situation / liquidity |
| 43 | Balance sheet situation |
| 47 | Transactions with closely related companies and persons |
| 48 | Sales and marketing |
| 48 | Development and innovation |
| 48 | Major events following the end of the period under report |
| 49 | Report of risks and opportunities |
| 53 | Supplementary information in accordance with Section 289 IV of the German Commercial Code (HGB) (Takeover Directive Act) |
| 54 | Remuneration report |
| 55 | Outlook |
| 57 | Statement made by the legal representatives |
Joint management and Group management report of Plambeck Neue Energien Aktiengesellschaft, Cuxhaven, for the fiscal year 2008
1. Market / general economic conditions
According to information from the International Monetary Fund (IMF) the world economy grew during the past fiscal year by 3.4 percent in spite of the current crisis on the international financial markets. In this respect the major part of the growth was attributable to the so-called emerging markets, whilst the established industrial countries could only report low rates of growth. Whilst there was still a robust economic development at the beginning of the year, economic performance suffered particularly during the fourth quarter. During this period gross domestic product (GDP) fell by a cumulative amount of 1.1 percent in the developed economies.1 The reason for this current economic decline is the deterioration of the financial crisis caused by the American real estate market. After the collapse of the US investment bank, Lehman Brothers, a crisis of confidence developed on the financial markets, which had a negative effect on the capital flows between the individual banks. Combined with increased fears of recession there was thus a slowdown in economic development. In Germany, the home market of Plambeck Neue Energien AG, the decline resulted in a fall in real economic performance of 1.6 percent during the fourth quarter 2008 (in comparison with the prior year period). Thanks to the positive economic situation at the beginning of the year the increase in GDP for the full year amounted to 1.3 percent in real terms.2 For the current fiscal year 2009 the economists at the IMF are expecting modest growth of 0.5 percent in the world economy; thereafter the rate of growth should again accelerate in the following years. High rates of growth are again expected in the future in particular in the emerging markets (as, for example, in the countries of Central and Eastern Europe).
Development of worldwide economic performance
Source: IMF
1 IMF, 2009
2German Federal Statistical Office
In order to avoid a further deterioration in the economic situation the central banks worldwide have reacted with a reduction in the key interest rates. Since the middle of last year the ECB has thus undertaken several interest rate reductions and thereby gradually lowered the interest rate for the principal refinancing transactions of the euro system to 2.00 percent in January 2009.3 In the USA and Japan interest rates are close to zero. It can therefore be assumed that following the end of the crisis there will be future improvements in the possibilities for financing during the course of 2009.
These political monetary steps were supported by a series of state economic measures around the globe. Apart from the stabilising of the economic process these programmes often also pursued the purpose of achieving climatic and political energy objectives. For example, in the USA a series of laws were passed in January 2009 under the Obama administration, which foresees the injection of approximately US\$ 787 billion into the economic system.4 Of this amount 10 percent alone will be used for the promotion of environmental protection and an amount of US\$ 32.8 billion alone for the development of renewable energies.5
Apart from the political environmental considerations the reason for this concentration of the economic programmes is attributable to an expected increase in energy prices in the long term. Although there was a marked decline in prices for energy during the course of the year due to the worldwide economic downturn, this should not, however, represent a long term trend. Since in spite of the difficult economic situation the oil price at the end of the year was in excess of the average price over a period of several years: this is a clear indication for the increasing scarcity of fossil energy fuels. The IMF considers that following the start of an economic recovery, there will be a sustained increase in energy prices as from the year 2010.
Development oil price
3 ECB, 2009
4 Congress of the USA, 2009
5 Environmental America, 2009
Source: IMF
In spite of the worldwide economic downturn and the decline in energy prices the international market for wind power proved to be extremely robust to date. In view of the continuing global efforts to achieve reductions in CO2 emissions, the long term further increases in energy costs as well as the uncertainty of the supply security with regard to fossil energy fuels (such as oil and in particular gas), a record was again achieved during the past fiscal year with regard to the construction of the installed nominal output. The total worldwide nominal output increased during 2008 by more than 27,000 MW to approximately 120,800 MW. This strong increase of approximately 28.8 percent resulted primarily from the accelerated growth of the markets in North America (in particular the USA) and Asia. In Europe an increase was reported of barely 18 percent to a total of 65,947 MW. The European wind power market thus remains the worldwide leader. In this respect the absolute growth of the nominal output in established markets such as Germany, Spain, Italy and France was very dynamic. In addition, particularly high rates of growth were registered in some Central and Eastern European countries. The installed output was doubled in Hungary and in Bulgaria even a tripling could be achieved. As a result the total European development of wind power is distributed increasingly over a large number of countries.6
In Germany, the hitherto most important market for Plambeck Neue Energien AG, a continuous expansion of the installed output was achieved during the past fiscal year. In total, the net construction amounted to 1,625 MW, and the established German market thus again took the top position. According to information from the German Wind Power Institute (DEWI) 866 new wind power turbines were erected in 2008.7 Taking into consideration those wind power turbines which were dismantled, the total number of wind power turbines in Germany increased to 20,301 with a nominal output of 23,903 MW as at the end of 2008. In the view of the Company, positive impulses can be expected for the additional construction of wind power turbines due to the changed legal situation resulting from the amendment to the Renewable Energies Law (EEG) as well as the increased feed-in payments for electricity from wind power since January 1, 2009. As a result the overall general conditions have improved for the operating business activity of Plambeck Neue Energien AG.
For the market in Germany the Company is expecting in the medium to longer term additional positive effects from the start up of repowering (i.e. the replacement of old wind power turbines by new equipment) as well as from the construction of offshore projects on the North Sea and the Baltic. This expectation corresponds with the forecasts recently published by the Federal German Government, whereby the share of renewable energies in the generation of electricity should be increased from currently 10 percent to 30 percent by the year 2020. Within this context wind power has a particular importance as the currently technologically most developed and most efficient technology for electricity generation by renewable energy. Its share in the national generation of electricity should increase from currently 6 percent to 15 percent by the year 2020. The government sees enormous growth potential particularly in the offshore sector. Further positive effects are to be expected for the German wind power industry from this development.8
7 DEWI, 2009
8 German Federal Ministry of the Environment, 2008
As a result the market for wind power turbines for the generation of electricity is growing strongly and at a sustained pace. Many established manufacturers of wind power turbines have expanded their production capacities internationally, in order to be able to satisfy the growing demand. At the same time new companies are entering the market, particularly in India and China. As a result the number of suppliers of wind power turbines is increasing; it is therefore expected that this will have a positive effect on the development of the prices.
For the future industrial experts expect a continuation of the existing course of growth. A current study of HSH Nordbank comes to the conclusion that an average growth rate of approximately 22 percent can be expected worldwide up to the year 2012. According to this study the share of wind power for the generation of electricity will increase particularly strongly in the USA, Asia as well as in various European countries.9 Overall the general economic conditions for Plambeck Neue Energien AG can thus be considered as positive in spite of the current economic challenges.
2. General political conditions
The general political conditions for renewable energies have improved substantially worldwide during the recent past. A series of countries, including the USA as the worldwide largest economy, are placing increasing importance on the generation of electricity from renewable sources. In Europe, with the adoption of the New Energy Strategy in June 2007, the regulatory foundation was laid for a Europewide extension of renewable energies. This strategy defines an EU-wide reduction of CO2 emissions (as at 1990) by 20 percent up to the year 2020 as a binding target for all member states. In this respect the national governments are drawing up action plans in which they are defining the individual steps which are necessary for the achievement of these objectives. A key means for the reduction of the CO2 emissions is in this respect the promotion of renewable energies.10 The EWEA therefore assumes that in order to achieve this target, 34 percent of electricity generation is required from renewable sources. In accordance with this a total of 12 percent of the total European requirement for electricity would have to be covered by wind power.11 This will thus result in a marked increase in the European wind power market with corresponding positive market opportunities for Plambeck Neue Energien AG.
The regulatory environment also developed positively in Germany. The amendment to the Renewable Energies Law (EEG) came into force on January 1, 2009. Improved general legal conditions were decided on with substantially increased feed-in payments for electricity generated by wind power turbines. The improvements concern both wind power turbines on land (onshore) as well as those at sea (offshore).
For electricity from offshore wind farms an initial feed-in payment will be paid of 15 cents/KWH (hitherto: 8.92 cents/KWH), subject to these wind farms being put into operation by 2015. The feed-in payment thus attains a normal international level and substantially improves the long term calculable economy of offshore wind farm projects.
11 EWEA, 2008
9 HSH Nordbank, 2008
10 European Commission, 2007
For electricity from wind power turbines (WPT) on land the feed-in payment was also raised significantly to 9.2 cents / KWH (hitherto: 8.92 cents / KWH). For electricity from wind power turbines, which are equipped with the technology for stabilising the power network, an additional "system service bonus" of 0.5 cents / KWH will be paid. In the case of wind power turbines erected within the framework of repowering (replacement of old WPTs with modern, and more efficient WPTs a "repowering bonus" will furthermore be due in the amount of 0.5 cents /WH. In general this improves the economy of wind farm projects in Germany. Furthermore, the number of sites is increased at which wind farms can be economically projected and operated. In addition, the degression, i.e. the reduction of the feed-in payments amounting hitherto to two percent, will now be reduced by only one percent annually.
The Board of Management of Plambeck Neue Energien AG considers this legal basis as the prerequisite for the continuation of the positive business development in Germany during the next few years.
3. Corporate structure
During the fiscal year 2008 the corporate structure continued to be concentrated on the core business of onshore and offshore wind farm projecting. At the same time these activities were expanded internationally.
In the first quarter 2008 the companies in Bulgaria and Turkey, in which Plambeck Neue Energien AG through PNE Auslandsbeteiligungs GmbH holds at least a 50 percent shareholding, were included for the first time in the consolidated financial statements. Specifically these companies are, Plambeck New Energy Yambol OOD, Nessebar, Bulgaria, (participation 50%), Plambeck New Energy Bulgary OOD, Nessebar, Bulgaria, (participation 80 percent), and Plambeck Yeni Enerjiler Limited Sirketi, Istanbul, Turkey, (participation 80 percent).
During the third quarter the company expanded its international activities for the development of wind farm projects. A contract for the development and construction of wind farms in the United Kingdom and Ireland was concluded on July 3, 2008 with the British project developer, New Energy Development Ltd. (NED). In the third quarter Plambeck Neue Energien AG through PNE Auslandsbeteiligungs GmbH took a participation of 67.5 percent in the newly established joint venture company, Plambeck New Energy UK Ltd., Eastbourne, East Sussex, United Kingdom. In Romania the joint venture company, Plambeck New Energy SRL with headquarters in Bucharest was established during the fourth quarter; PNE Auslandsbeteiligungs GmbH holds 80 percent of the shares in this company.
During the fourth quarter 2008 the 100 percent US subsidiary of PNE Auslandsbeteiligungs GmbH, Plambeck New Energy USA, Inc., New York, was established in the USA. The objective of the company with its current headquarters in New York is the development of the attractive US wind power market within the framework of the international expansion strategy. In this respect wind farm projects with a nominal output of up to 2,500 MW should be acquired in the medium term with local joint venture partners.
In France a cooperation agreement was concluded with a project developer active there for the development and realisation of a wind farm with a nominal output in excess of 20 MW.
Together with cooperation partners work is being currently undertaken in the above-mentioned countries on wind farm projects with a nominal output of up to 1,430 MW and with an investment volume of up to euro 2,450 million; these shall be constructed in the medium to longer term.
In August 2008 two companies were established in Hungary, the main activity of which will consist of the construction of wind farm infrastructures. These companies are the 100 percent owned subsidiary of PNE Auslandsbeteiligungs GmbH, NH North Hungarian Windfarm Kft. with headquarters in Hatvan, Hungary, as well as Plambeck GM Windfarm Pusztahencse Kft. With headquarters in Pusztahencse, the shares of which are held 100 percent by Plambeck GM New Energy Hungary Ltd., Pusztahencse, Hungary.
Within the context of the concentration on the core business the shares, which Plambeck Neue Energien AG held in the Danish SSP Technology A/S, were sold as at June 30, 2008 to Ventizz Capital Fund IV, L.P. The payment of the purchase price as well as the redemption of the shareholder loans granted by Plambeck Neue Energien AG were fully settled in accordance with the contract during the third quarter. This resulted in free liquidity for Plambeck Neue Energien AG in the amount of approximately euro 35 million.
During the first half year 2008 Plambeck Neue Energien AG took over the limited partnership shares of 30 wind farm operating companies, or so-called inventory companies. Three wind farm operating companies were included for the first time in the consolidated financial statements during the second and fourth quarters 2008. These are specifically Plambeck Neue Energien Windpark Fonds LXXII GmbH & Co. KG, Plambeck Neue Energien Windpark Fonds CI GmbH & Co. KG and Plambeck Neue Energien Windpark Fonds CIV GmbH & Co. KG. The Schwienau II, Alt Zeschdorf and Calau wind farm projects will be implemented through these companies.
Apart from the sale of SSP Technology A/S there were no major effects from these events on the earnings, financial and asset situation of the Company.
4. Organisation and employees
During the fiscal year 2008 an annual average of 183 people, including the members of the Board of Management and the pro rata temporis share of employees at SSP Technology A/S (excluding SSP Technology 116), were employed by the Plambeck Group. As a result of the sale of the SSP participation during the course of the year 123 people were employed in the Group as at December 31, 2008 (prior year excluding the employees of SSP Technology A/S: 110). Of these employees (including the members of the Board of Management) an annual average of 81 (as at December 31, 2007: 77) were employed by Plambeck Neue Energien AG. A total of 35 people were on average employed at Plambeck Neue Energien Biomasse AG 17 employees) and Plambeck Neue Energien Betriebs- und Beteiligungs GmbH (18 employees).
5. Summary of business activity
Wind power division
Highlights
Wind Power onshore sub-division
During the period under report Plambeck Neue Energien continued to pursue the operating business in the onshore wind power sector in Germany. Three wind power turbines with a total nominal output of 6 MW were erected and put into operation during the fiscal year 2008. Moreover, as at December 31, 2008 wind farms with a nominal output of 120 MW were under construction. The main reason for the low number of completed wind power turbines in 2008 was inter alia the different requirements of the investors within the context of the changed legal situation in Germany as from 2009, which foresees an increase in feed-in payments to a range amounting to between 9.2 and 10.2 cents / KWH. As at the end of 2008 Plambeck Neue Energien AG had thus constructed in total 84 wind farms with 479 wind power turbines and a total nominal output of 651 MW.
In total, work was being undertaken in Germany onshore as at the end of the year on wind farm projects with an output to be installed of approximately 400 MW; these were in various stages of project development. The permits required for the start of construction for five of these projects, which were not yet under construction, had already been obtained as at December 31, 2008. Wind power turbines with a nominal output totalling 35 MW can be erected in these projects.
Apart from the promising opportunities in the domestic field, Plambeck Neue Energien AG has also prepared the basis for a further expansion of its business activities with its successful market introduction into the into the European growth markets. Attractive market and growth perspectives are also attainable through the joint venture companies in Hungary, Bulgaria, Turkey and the United Kingdom and Ireland as well as the subsidiary in the USA. The Board of Management is thus confident that it will be able to continue to pursue the growth of the Company further through the internationalisation of wind farm projecting.
Wind power offshore sub-division
At the end of 2008 the offshore sector of Plambeck Neue Energien AG was working on seven offshore wind farm projects in the North Sea and the Baltic. In accordance with the current planning status a total of 640 wind power turbines can be erected in these wind farms. What is decisive for the exact number is inter alia the nominal output of the wind power turbines to be selected and which amount to between 3 and 5 MW. In total the planned nominal output of the offshore projects amount to approximately 2,700 MW. The start of construction of the first projects is foreseen for the years 2010 and 2011, subject to the status of the planning.
Two projects have already been approved by the Federal Office for Shipping and Hydrographics (BSH) in respect of "Borkum Riffgrund I" and "Goode Wind I". The application conference took place in May 2007 for the "Borkum Riffgrund II" project, which represents a major step on the way to obtaining the permit. In October 2007 the application conference took place for the "Gode Wind II" project, which should also be realised off Nordeney in the North Sea. Due to the size of these projects and the high corresponding investment volumes, Plambeck Neue Energien AG is cooperating in the implementation of offshore wind farm projects with strong and financially sound and reliable partners. For this reason a joint venture was concluded for the "Borkum Riffgrund I + II" projects with the energy groups, DONG Energy Power A/S (Denmark) and Vattenfall (Sweden). The "Gode Wind I" project is being undertaken jointly with the Dutch Evelop, a subsidiary of the Econcern Group.
The additional projects, one of which is in the Baltic, are currently in the planning and application stage.
Rotor blade projecting division
Following the sale of the shares in the Danish SSP Technology A/S the "rotor blade projecting division" was liquidated.
Electricity generation division
All the activities of Group companies, which are attributable directly to the production of electricity from renewable energies, are combined in the electricity generation division. This division thus consists inter alia of the Laubuseschbach wind farm, which is operated by Plambeck Neue Energien AG itself as well as of Plambeck Neue Energien Biomasse AG, where the Company provides the personnel for the Silbitz timber power station on the basis of an operating contract. In addition, the division includes shares in limited partnerships, in which future onshore wind farm projects should be implemented.
The electricity generation division continued to develop further during the fiscal year 2008.
6. Development of revenues
The data presented below were drawn up and presented in accordance with IFRS for the Group and for Plambeck Neue Energien AG as well as its subsidiaries in accordance with the German Commercial Code (HGB).
In accordance with IFRS the Plambeck Group achieved during the fiscal year 2008 a total aggregate output of euro 112.5 million (prior year: euro 58.6 million). Of this euro 74.6 million was attributable to revenues (prior year: euro 50.1 million), euro 3.6 million to changes in inventories (prior year: minus euro 1.1 million), euro 1.6 million to other capitalised additions to assets (prior year: euro 0.5 million) as well as euro 32.7 million (prior year: euro 9.0 million) to other operating income. The increase in other operating income resulted mainly from the sale of the participation in SSP Technology A/S, which led to an increase in the corresponding amount of euro 27.1 million. Furthermore this item includes income from the release of provisions and value adjustments and cancellation of liabilities. On adjustment of the total aggregate output for the one-time effect of the sale of the shares of SSP technology A/S there results nevertheless an increase of about euro 26.8 million due to the increase in project implementation in comparison with the prior year. An adjusted improvement in total aggregate output of more than 45 percent could thus be achieved in comparison with the fiscal year 2007.
Of the total aggregate output in the Group euro 60.1 million (prior year: euro 63.5 million) was attributable to Plambeck Neue Energien AG. The total aggregate output of Plambeck Neue Energien AG consisted of revenues in the amount of euro 12.9 million (prior year: 41.3 million), changes in inventories in the amount of euro 45.4 million (prior year: minus euro 6.1 million) and of other operating income in the amount of euro 1.8 million (prior year: euro 28.3 million). The major part of the revenues of Plambeck Neue Energien AG resulted from the implementation of the Kaarst II and Prötzel II wind farms. The other operating income consisted mainly of the reversal of value adjustments (euro 0.8 million), the release of provisions (euro 0.2 million) and the income from the repurchase of convertible bonds (euro 0.2 million). In accordance with the regulations of HGB (German Commercial Code) the net income from the sale of the shares of SSP Technology A/S is stated in the item "income from participations".
During the fiscal year 2008 the subsidiaries consolidated in the Group achieved sales from management fees and services in the amount of euro 5.1 million (prior year: euro 6.1 million) and from fees for the use of transformer stations in the amount of euro 2.0 million (prior year: euro 0.9 million). In the rotor blade manufacturing division total aggregate output of euro 10.6 million (prior year: euro 11.1 million) was achieved up to the sale of the shares in SSP Technology A/S as at June 30, 2008, which consisted of revenues in the amount of euro 11.3 million (prior year: euro 10.0 million) and changes in inventories in the amount of minus euro 0.7 million (prior year: euro 1.1 million). Since the sale of the shares in SSP Technology A/S and the deconsolidation of the company there are no longer any activities in the rotor blade projecting division. In accordance with IFRS 5 the profit and loss data of SSP Technology A/S up to the date of sale as at June 30, 2008 are no longer included in the individual items of the profit and loss account but are stated as one amount in the item "result from discontinued operations".
7. Earnings situation
In 2008 the Group achieved an operating profit (EBIT) of euro 23.5 million (prior year: euro 15.6 million) and earnings from operating activities (EBT) in the amount of euro 19.7 million (prior year: euro 11.4 million). The consolidated net profit before minority interests amounted to euro 17.1 million (prior year: 11.1 million). The undiluted consolidated earnings per share from continuing operations amounted to euro 0.44 (prior year: euro 0.29) and the diluted consolidated earnings per share from continuing operations amounted to euro 0.41 (prior year: euro 0.28).
Other operating expenses of euro 10.1 million (prior year: euro 10.9 million) include primarily expenses from write-downs of receivables or other assets in the amount of euro 0.7 million (prior year euro 2.4 million), legal and consulting expenses in the amount of euro 2.1 million (prior year: euro 1.5 million), advertising and travel expenses in the amount of euro 0.6 million (prior year: euro 0.6 million), compensation payments in the amount of euro 0.2 million (prior year: euro 0.4 million) as well a rental and leasing expenses of euro 1.3 million (prior year: euro 1.4 million).
In comparison with the prior year the increased operating activity of the Company within the Group is reflected also by the expense items. Due to the strong increase in the number of wind farms under construction costs of materials increased from euro 24.9 million to a new level of approximately euro 70.3 million. Personnel expenses amounted in 2008 to euro 7.3 million and thus increased in comparison with the amount of the prior year period (euro 6.0 million). The reason for this was in part the increase in the number of employees in the Group.
In the individual financial statements of Plambeck Neue Energien AG personnel expenses amounted to euro 5.7 million during the fiscal year 2008 (prior year: euro 4.6 million). Plambeck Neue Energien AG reported for the fiscal year 2008 an operating profit (EBIT) of euro 14.4 million (prior year: euro 1.0 million) and earnings from operating activities of euro 14.1 million (prior year: euro 2.1 million).
The retained earnings in the Group amounted to minus euro 34.5 million (prior year: minus euro 49.8 million). The retained earnings of Plambeck Neue Energien AG amounted to minus euro 10.6 million (prior year: minus euro 21.1 million). The net income of Plambeck Neue Energien AG amounted to euro 11.0 million (prior year: euro 1.8 million). The undiluted earnings per share of the individual company amounted to euro 0.27 (prior year: euro 0.05) and the diluted earnings per share of the individual company to euro 0.26 (prior year: euro 0.07).
The results of the Group and of Plambeck Neue Energien AG correspond to the expectations of the Board of Management.
8. Financial situation / liquidity
The consolidated statement of cash flow presented in the notes to the consolidated financial statements gives information on the liquidity situation and the financial situation of the Group. In comparison with the prior year the availability of financing resources was further improved. As at December 31, 2008 the Group companies had available liquidity including credit lines for project bridge financing in the amount of euro 50 million (prior year: euro 16.7 million, of which euro 3.0 million was pledged); of these an amount of euro 1.0 million are pledged to banks.
As at December 31, 2008 no overdraft facilities were taken down by the Group.
The cash flow from operating activities shown in the consolidated statement of cash flows in the amount of minus euro 83.2 million (prior year: euro 15.1 million) was primarily impacted by the increase in receivables and provisions from long term production contracts as well as the increase in prepayments made for wind farm projects in the course of implementation.
The resulting inflow of funds from the profit on the disposal of items of fixed assets in the amount of approximately 26.1 million was reclassified from the cash flow from operating activities and included under cash flow from investing activities. At the same time within the framework of the sale there was an inflow from loans granted in the amount of euro 3.7 million, which had a positive effect.
The sale of the shares in SSP Technology A/S must also be taken into consideration in respect of the cash flow from investing activities. This event resulted in an improvement in free liquidity for Plambeck Neue Energien AG totalling approximately euro 35 million. This amount consists of the above-mentioned loans which were redeemed as well as the net inflow from the sale of the shares in the amount of euro 31.7 million. Moreover, during the period under report investments were made in consolidated property, plant and equipment in the amount of euro 6.0 million. In this respect the major part of the investments is attributable to the purchase of a land site by Plambeck Neue Energien AG (euro 0.8 million), the implementation of the Altenbruch II wind farm project which is foreseen to be operated for own account (euro 1.5 million), investment costs for transformer stations (euro 1.1 million) and the further development of the "Borkum Riffgrund I and II" (euro 0.4 million) and "Gode Wind II" (euro 1.5 million) offshore projects. The further development of the "Borkum Riffgrund" offshore project was financed predominantly by the joint venture partners in PNE Riff I GmbH, the energy producers DONG Energy Power A/S and Vattenfall Europe. The implementation of our own Altenbruch II wind farm project is financed partly by third party and partly by own funds. The financing of the land site took place with third party funds, whilst the financing of the transformer station as well as the investment costs for the Gode Wind II project was undertaken by own funds. In total, the cash flow from investing activities during the period under report amounted to euro 25.7 million (prior year: minus euro 7.4 million).
The cash flow from financing activities in the amount of euro 71.4 million (prior year: euro 0.3 million) is impacted primarily by project bridge financing and the long term financing for the Altenbruch II wind farm which is planned to be operating for own account.
As at the balance sheet date the Company therefore had available liquidity in the amount of a total of euro 29.3 million (prior year: 15.7 million).
9. Balance sheet situation
| a) Group | ||
|---|---|---|
| Assets | 31.12.2008 EUR million |
31.12.2007 EUR million |
| Intangible assets | 20.5 | 24.3 |
| Property, plant and equipment | 44.2 | 39.1 |
| Long term financial assets | 1.2 | 1.1 |
| Deferred tax claims | 1.6 | 1.7 |
| Inventories | 88.0 | 30.6 |
| Receivables and other assets | 81.0 | 15.4 |
| Cash and cash equivalents | 29.3 | 15.7 |
| Balance sheet total | 265.8 | 127.9 |
As at the balance sheet date the consolidated balance sheet total of Plambeck Neue Energien AG amounted to about euro 265.8 million; this amount thus more than doubled in comparison with December 31, 2007. In this respect the long term assets increased during the period under report from approximately 66.2 million to the new level of euro 67.5 million. Whilst the intangible assets declined by roughly euro 3.8 million, there was an increase of about euro 5.1 million in respect of property, plant and equipment. As at December 31, 2008 the intangible assets totalled euro 20.5 million (December 31, 2007: euro 24.3 million). By far the largest single element in this item is the goodwill of the wind power projecting division in the amount of euro 20 million. The reason for the reduction in intangible assets was the deconsolidation of SSP Technology A/S. This resulted in a reduction of goodwill of a total of euro 3.4 million. The development of the offshore projects, Borkum Riffgrund I and II, Gode Wind II as well as investments in transformer stations and the Altenbruch II wind farm project, which is planned to be operated for own account, led to an increase in property, plant and equipment. This item with an amount of euro 44.2 million (December 31, 2007: euro 39.1 million) consists specifically of land and buildings (euro 15.9 million), transformer stations owned or under construction (euro 11.0 million) and equipment under construction from the Borkum Riffgrund I and II (euro 5.3 million) and Gode Wind II (euro 1.5 million) projects.
With regard to current assets there was a significant increase from approximately euro 61.7 million (December 31, 2007) to the current level of euro 198.3 million. This increase is primarily attributable to the high number of projects under construction. This development becomes clear in observing the accounts receivable and other assets: these rose from approximately euro 15.4 million (December 31, 2007) to a new level of about euro 81.0 million. Of this amount euro 60.1 million is attributable to receivables from long term construction contracts (December 31, 2007: euro 2.4 million) and euro 2.8 million to trade accounts receivable (December 31, 2007: euro 7.4 million). The increase in receivables from long term construction contracts was due primarily to the higher number of projects in the current completion process. Whereas at the end of 2007 only the two smaller "Kaarst II" and "Prötzel III" projects were still in the completion phase, this was the case at the end of the fiscal year 2008 with regard to the significantly larger Langwedel, Leddin and Calau wind farm projects. As a result the increase in receivables from long term construction contracts reflects the currently high level of wind farm projects in the realisation phase.
Furthermore cash and cash equivalents increased as a result of the sale of the Danish SSP Technology A/S from euro 15.7 million (December 31, 2007) to euro 29.3 million as at the balance sheet date. The sale of SSP Technology A/S resulted in an inflow of liquidity of approximately euro 35 million for Plambeck Neue Energien AG. At the same time there was a slight decline in the services in process which are stated under inventories from euro 19.2 million (December 31, 2007) to the year-end level of euro 17.1 million. The "Gode Wind II" offshore project as well as the prepayments made in the amount of euro 70.7 million (December 31, 2007: euro 10.9 million) are also stated under inventories.
| Liabilities | 31.12.2008 EUR million |
31.12.2007 EUR million |
|---|---|---|
| Shareholders' equity | 54.6 | 41.2 |
| Deferred subsidies from public authorities | 1.3 | 1.4 |
| Provisions | 15.2 | 7.5 |
| Long term liabilities | 83.5 | 55.7 |
| Short term liabilities | 101.0 | 15.1 |
| Deferred revenues | 10.2 | 7.0 |
| Balance sheet total | 265.8 | 127.9 |
On the liabilities side of the balance sheet consolidated shareholders' equity rose from euro 41.2 million (December 31, 2007) to euro 54.6 million as at December 31, 2008.12 Furthermore, the expansion of the business activity was financed by means of an increase in long term liabilities: these increased from approximately euro 55.7 million to the current level of euro 83.5 million. These are primarily financial liabilities in the amount of euro 81.9 million, which include liabilities to banks in the amount of euro 19.6 million, which increased by euro 5.6 million in comparison with the end of 2007. Furthermore, the other financial liabilities increased to euro 60.9 million (December 31, 2007: euro 20.7 million). These include primarily financing from Babcock & Brown in the amount of euro 53.0 million (December 31, 2007: euro 17.8 million), which were paid into the limited partnerships of the Group as prepayments for wind farm projects which were planned and under construction in accordance with the corresponding general agreement. The business partner takes over the obligations in respect of these loans with the implementation of the projects and the transfer of the limited partnership shares to Babcock & Brown.
During the period under report the short term liabilities rose from euro 15.1 million (December 31, 2007) to euro 101.0 million. The reason for this increase was above all the taking down of project bridge financing for the projects in the implementation stage in the amount of euro 66.5 million as at December 31, 2008 (December 31, 2007: euro 0.0 million), which will be assumed by the future investors. The trade accounts payable in connection with projects under construction registered an increase of euro 6.2 million from euro 4.1 million (December 31, 2007) to euro 10.3 million as at December 31, 2008.
The increase of the provisions from euro 7.5 million (December 31, 2007) to euro 15.2 million is attributable to the setting up of additional provisions for long term construction contracts in the amount from euro 2.2 million (December 31, 2007) to the current level of euro 7.9 million due to the high number of the projects under construction.13
12 In accordance with IAS 27 minority interests may not be stated in the balance-sheet as a negative value but must be set off against the retained earnings and thus to the charge of the parent company. Future positive shares in the result shall thus be taken into consideration exclusively in favour of the parent company until the previous charge to the consolidated retained earnings resulting from the negative minority interest is set off.
13 These include a provision for pending losses from sales transactions in the amount of euro 1.7 million (as per 31.12.2007: euro 2.4 million). These were set up for reasons of prudence in respect of a timber supply contract for the Silbitz timber power plant. In this contract Plambeck Neue Energien AG undertook to supply timber at fixed conditions, which could lead to losses.
The sale of the shares in SSP Technology A/S had effects on the assets and liabilities in the Group. As a result of the sale of the shares assets in the total amount of euro 18.3 million as well as liabilities in the amount of euro 7.1 million were eliminated from the balance sheet as at June 30, 2008.
Plambeck Neue Energien AG offered the limited partners of HKW Silbitz GmbH & Co. KG a distribution guarantee up to 2016, which is included in the provisions at a discounted amount of euro 1.1 million. Furthermore, Plambeck Neue Energien AG gave a contractual commitment to the limited partners participating in the operating company of HKW Silbitz to reacquire their limited partnership shares at the beginning of 2017 for a price of 110 % of the nominal value. On the basis of the valuation as at December 31, 2008 no provisions are required for this.
| Assets | 31.12.2008 EUR million |
31.12.2007 EUR million |
|---|---|---|
| Intangible assets | 0.1 | 0.1 |
| Property, plant and equipment | 15.5 | 15.2 |
| Financial assets | 20.1 | 25.1 |
| Inventories | 138.6 | 28.8 |
| Accounts receivable and other assets | 15.3 | 21.4 |
| Liquid assets | 22.8 | 11.6 |
| Balance sheet total | 212.4 | 102.2 |
b) Plambeck Neue Energien AG
The main items on the asset side of the individual balance sheet of Plambeck Neue Energien AG include in particular the inventories in the amount of euro 138.6 million (prior year: euro 28.8 million). These consist of services in process in the amount of euro 63.7 million (prior year: euro 17.3 million), prepayments made in the amount of euro 74.8 million (prior year: euro 11.6 million) and accounts receivable and other assets in the amount of euro 15.3 million (prior year: euro 21.4 million). Of these the amount of euro 1.4 million are attributable to trade accounts receivable (prior year: euro 3.7 million), receivables from affiliated companies in the amount of euro 8.1 million (prior year: euro 13.1 million) and euro 3.0 million (prior year: euro 3.1 million) to other assets (mainly value added tax receivables).
As at December 31, 2008 cash in the individual company amounted to euro 22.8 million (prior year: euro 11.6 million).
| Highlights To the shareholders management report financial statements statements of the AG |
|---|
| -------------------------------------------------------------------------------------------------------- |
| Liabilities | 31.12.2008 EUR million |
31.12.2007 EUR million |
|---|---|---|
| Shareholders' equity | 54.4 | 43.3 |
| Special items for investment grants | 1.3 | 1.4 |
| Provisions | 9.4 | 7.6 |
| Liabilities | 147.1 | 49.8 |
| Prepaid income | 0.2 | 0.1 |
| Balance sheet total | 212.4 | 102.2 |
As at the balance sheet date of December 31, 2008 the shareholders' equity of Plambeck Neue Energien AG amounted to euro 54.4 million (prior year: euro 43.3 million) in accordance with the accounting principles of HGB (German Commercial Code).
On December 31, 2008 the total number of shares issued at Plambeck Neue Energien AG amounted to 41,247,368. The increase versus the prior year is attributable to the conversion of convertible bonds during the course of 2008.
The major items on the liabilities side include the liabilities in the amount of euro 147.1 million (prior year: euro 49.8 million). These consist primarily of the convertible loan 2004/2009 in the amount of euro 16.5 million (prior year: euro 19.9 million), liabilities to banks in the amount of euro 8.7 million (prior year: euro 8.5 million), prepayments received on orders in the amount of euro 110.8 million (prior year: euro 14.0 million) and trade accounts payable in the amount of euro 8.4 million (prior year: euro 1.4 million). The increase in the prepayments received results mainly from the payments for the wind farm projects under construction.
The provisions include mainly a provision for pending losses in the amount of euro 1.7 million (see Group).
10. Transactions with closely related companies and persons
During the fiscal year 2007 the following transactions took place with closely related persons:
Plambeck Neue Energien AG and Plambeck Neue Energien Betriebs- und Beteiligungsgesellschaft GmbH have concluded consulting contracts for the provision of EDP services with net.curity Informationstechnologien GmbH, whose managing shareholder is the member of the Supervisory Board, Mr. Rafael Vazquez Gonzales. During the fiscal year 2008 transactions were effected in this respect with a volume of euro 145,031.60 net and euro 30,247.00. These business transactions were undertaken on an arm's length basis.
The Company has granted interest-bearing loans to members of the Board of Management and to former member of the Board of Management. The loan to Mr. Martin Billhardt amounts to euro 178,706.21 and that to Dr. Wolfgang von Geldern to euro 175,000.00. These loans bear interest at the rate of 3 percent above three months Euribor. Dr. Wolfgang von Geldern repaid his loan including interest during the period under report. These business transactions were undertaken on an arm's length basis.
11. Sales and marketing
The sales of wind farm projects, which are constructed on land, continue to be based on direct sales to individual investors. Plambeck Neue Energien AG has made positive experiences with these direct sales during the past few years and will continue to pursue this proven sales channel. With regard to the realisation of the offshore wind farm projects, the Company will continue to rely on strong partners, as is already the case with the "Borkum Riffgrund I and II" and "Gode Wind I" projects.
12. Development and innovation
Since the sale of SSP Technology A/S there are no further research and development activities in the Plambeck Neue Energien AG Group.
13. Major events following the end of the period under report
In 2009 a part of the wind farms still under construction at the end of 2008 were already able to be put into operation. These include the wind farms of Leddin (10 MW of nominal output), Calau (8 MW of nominal output) and Langwedel (20 MW of nominal output), which were put into operation completely in January and February 2009. It is expected that the remaining part will be completed during the course of the 1st half year 2009 and put into operation and then be transferred to the purchasers and the subsequent operators. These include a wind farm with nine wind power turbines and a nominal output of 25.8 MW, which is planned for own operation within the Group of Plambeck Neue Energien AG. With the completion and the putting into operation of this wind farm in Altenbruch Plambeck Neue Energien AG will significantly expand its "electricity generation" division (IPP).
At the end of February 2009 the sale of three onshore wind farms in Lower Saxony and in Brandenburg with a total of 26 wind power turbines and a total installed output of 52 Megawatts could be concluded with EnBW Energie Baden-Württemberg AG. Plambeck Neue Energien AG will furthermore undertake the technical and commercial operations during the next three years. The purchase contract with an investment volume of up to euro 1.7 million per MW of output is still subject to the approval of the Federal Cartel Office. The Buchholz (36 MW) and Schwienau II (10 MW) wind farms are located in Lower Saxony, whilst the Alt Zeschdorf (6 MW) wind farm is in Brandenburg. 21 turbines of the Vestas V90 class each with 2 MW of output and 5 turbines of the Vestas V80 class each with 2 MW of output have been installed in these wind farms. This sale will have a positive influence on the financial, asset and earnings situation in the fiscal year 2009.
The still outstanding bonds of the convertible loan 2004/2009 were fully repaid on schedule on March 16, 2009. As planned, this convertible loan has now expired.
14. Report of risks and opportunities
General factors
Highlights
As a result of its business activities Plambeck Neue Energien AG is exposed to risks which are inseparable from its entrepreneurial activities. Through our internal risk management system we are minimising the risks associated with our business activity and invest only if a corresponding value added can be created for the Company while maintaining a manageable risk. Risk management is a continuous process. An evaluation of the determined risks is made based on the analysis of the core processes. A risk report is submitted regularly to the Board of Management and to the Supervisory Board.
Risks from operating activities
A key risk is the approval risk. This can lead both to postponements in the flow of liquidity, higher prepayment requirements as well as the loss of the planned recuperation of the funds. As a result of time delays the projects can even become uneconomical, which can lead to the write-off of work in process which has already been capitalised. This risk can affect not only the inventories but also the value of the accounts receivable. Should the "Borkum Riffgrund" and the "Gode Wind" offshore projects not be able to be realised, this may result in fixed assets requiring to be written off. The operating opportunities in the projecting of wind farms can, however, only be realised if such entrepreneurial risks are accepted.
Time delays can occur in the implementation of the projects also due to the uncertain date of the issuing of approvals, the availability at the right time of wind power turbines or the availability at the right time of other necessary preconditions for the construction of a wind farm. Through comprehensive project controlling we attempt to take these complex requirements into consideration at the right time.
The number of suitable sites in Germany for the construction of wind power turbines is limited. This can result in the future in an increase in the competition for these sites and thus also the acquisition costs for these sites.
Within the framework of project realisation the Company must rely on being able to cover its capital requirements resulting from the liabilities arising in the future or which may become due in the future. Furthermore, additional capital requirements might arise if and insofar as Plambeck Neue Energien AG should be required to honour guarantees which it has granted or other comparable commitments or should any other of the risks described in this paragraph occur.
A risk for the future development is attributable to the areas of financing and the sale of wind farm projects, as is the case with all companies which project wind farms. In order to meet this risk Plambeck Neue Energien AG has already since several years selected the sales channel of "individual and large investors". Negative effects from rising rates of interest on the project marketing, cannot, however, be excluded, since rising interest rates lead to higher project costs.
Risks in respect of project realisation could result from a continuation of the financial crisis and the reticence resulting therefrom of the banks with regard to project financing. Nevertheless, the Kreditanstalt für Wiederaufbau (KfW), which is active in project financing, announced in January 2009 in agreement with the Federal German Government that it would extend the financial volume for project financing to up to euro 50 million and to extend the durations up to 15 years.
Financing risks also exist for our offshore wind farm projects on the part of our partners. We already found financially strong partners for the "Borkum Riffgrund" project with the joint venture partners, DONG Energy and Vattenfall Europe. Investment decisions for the realisation have not, however, yet been taken in view of the general conditions prevailing to date. It cannot be assumed with any certainty that the final decision will be taken to realise this project within the framework of the joint venture. A failure of the project would have substantial negative effects of the asset, financial and earnings situation. A strong partner with experience in the offshore sector was also found for the "Gode Wind I" project with Evelop, a subsidiary of the Dutch Econcern. Should, however, a financial closing not take place during the fiscal year 2009 for the "Gode Wind I" project, this would have substantial negative effects of the earnings asset and financial situation as well as the EBIT in 2009. In view of the improved general conditions for offshore wind farms in the German Exclusive Economic Zone Plambeck Neue Energien AG nevertheless estimates that the realisation chances for the offshore projects are high.
For all the offshore wind farms projected by Plambeck Neue Energien AG in the offshore wind power sector it is of great importance to obtain a strong capital investor, since the completion of an offshore wind farm requires high investment costs.
A supplier risk exists in the wind power turbine sector due to the growing worldwide demand in relation to the available capacities. In spite of the swift expansion of capacities at the manufacturers of wind power turbines, delivery bottlenecks cannot be excluded in the event of further increases in international demand. Such delivery bottlenecks could lead to delays in the realisation of wind power projects. The Company therefore places great importance on the conclusion at the earliest possible moment of delivery contracts with reputable manufacturers of wind power turbines and the agreement for delivery on schedule. Plambeck has concluded corresponding agreements with Vestas.
Medium or long term currency risks could arise in respect of projects in the international sector. In the operating field foreign currency risks result primarily from the fact that planned transactions are undertaken in a currency other than the euro. With regard to investments foreign currency risks may arise mainly from the acquisitions or divestments of foreign companies.
Political risks / market risks
Incalculable risks can also affect the market from outside. These include in particular a sudden change in the general legal conditions in Germany. Deterioration is, however, not to be feared in the medium term, since the Renewable Energies Law (EEG) was amended in 2008 and entered into force in its new version on January 1, 2009. The next amendment is expected in 2012 on the basis of an experience report, which the Federal German Government must submit to the German Parliament by up to December 31, 2011.
Legal risks
All recognisable risks are reviewed constantly and are taken into consideration in this report as well as in the corporate planning. The Board of Management considers the risks to be fairly clear and thus assumes that they will have no material influence on the development of the Company.
Tax risks
The last external audit of corporation, trade and value added tax of the major companies of the Plambeck Group covered the tax periods from January 1, 2002 up to and including December 31, 2005. Any differences determined were taken into account in the annual report and the consolidated financial statements, insofar as these had an effect on taxes on income.
Opportunities
As a project manager of onshore and offshore wind farms Plambeck Neue Energien AG is active in an attractive growth market. Independent studies assume high rates of growth for wind power during the next few years due to the finite state of fossil fuels, the pressure for the reduction of CO² emissions as well as the requirement for secure sources of energy. In this respect Plambeck Neue Energien AG has available from its many years of activity in the market the prerequisites in order to benefit in the long term from this development.
The activities abroad offer special opportunities for the Company. Plambeck Neue Energien AG has thus already expanded its business activity into attractive growth markets. In this respect this expansion has taken place primarily in countries with stable political general conditions and with reliable support regulations comparable with the German Renewable Energies Law (EEG). In order to take into consideration sufficiently the corresponding local conditions, the market introduction always takes place in cooperation with a local partner, whereby Plambeck Neue Energien assures its necessary management and controlling rights by means of a significant participation. This type of internationalisation has already proven itself during the past few years as a cost-efficient and potentially successful strategy. Joint ventures were therefore established in accordance with this model for wind farm projects in Hungary, Bulgaria, Turkey, Romania, the United Kingdom and Ireland. The subsidiary established in the USA is also based on this strategy. In the future Plambeck Neue Energien AG will thus also pursue this policy for selective foreign expansion. For this purpose a continuous observation takes place with regard to the European and North American wind power markets as well as a careful analysis of corresponding market introduction opportunities.
Apart from the perspectives of internationalisation the established German market continues to offer a range of opportunities. During the next few years an increased level of replacement can be expected in respect of obsolete wind power turbines by more modern and more efficient equipment (so-called repowering). As a result of this an increase in the market size can be expected for wind power turbines. Due to the many years of experience of Plambeck Neue Energien AG, its comprehensive network as well as the proven expertise of the employees, the Company is now in a favourable position to participate on a sustained basis in this process.
In addition there is the planned expansion of German offshore wind power. In this respect the country, which otherwise was considered a pioneer with regard to wind power, is still in the initial phase. The ambitious climate objectives of the Federal German Government and the necessity for increasing the security of supply require the accelerated expansion of wind farms on the high seas. In this respect Plambeck Neue Energien AG is distinguished by the fact that it has already carried out two offshore wind farm projects up to the approval by the Federal Office for Shipping and Hydrographics. In view of the stronger increase in importance of offshore wind power, positive effects can be expected also in this respect for the further business development of the Company.
Furthermore, there are additional market opportunities in the sector of "independent power production" (IPP), i.e. electricity generation through the own operation of wind farms. The coming into operation of the "Altenbruch II" project in Cuxhaven is foreseen during the fiscal year 2009, in which simultaneously high performance offshore wind power turbines can be tested, and from which the experience gained can be integrated into the project business. Furthermore, from this vertical integration of the value added chain a higher risk diversification is expected and thus also a significant contribution to the business results.
Finally, the expansion of the wind power sector in Germany offers increased opportunities in the area of the provision of services. Plambeck Neue Energien AG considers itself to be a reliable partner of the operators of wind farms and often looks after these following the transfer with regard to technical and commercial operating management. With the expansion of wind power projecting there is thus the possibility of an increase in the after-sales business, whereby this could lead to correspondingly favourable effects of the revenues and earnings situation of the Company.
Overall, a positive development of the Company can thus be expected in the fiscal year 2009 according to the estimates of the Board of Management.
15. Supplementary information in accordance with Section 289 IV of the German Commercial Code (HGB) (Takeover Directive Act)
Capital structure
Highlights
As at December 31, 2008 Plambeck Neue Energien AG had issued 41,267,368 registered shares with a nominal share in the share capital of euro 1.00 each. Shares in the free float (holdings of less than 3 percent of the share capital) amounted on December 31, 2008 to 85.42 percent. Direct or indirect participations exceeding the value of 10 percent of the voting shares are listed in the notes to the consolidated financial statements.
There are no limitations concerning the voting rights or the transfer of shares. Shares with special rights giving a control function do not exist. A control of voting rights through the participation of employees in the capital also does not exist.
Shareholder rights and obligations
The shareholders have rights with regard to assets and administration.
In accordance with Section 58 Paragraph 4 of the German Stock Corporation Law (AktG) the rights to assets include the participation in the profits and in accordance with Section 271 AktG in the proceeds from liquidation and also in accordance with Section 186 AktG the subscription rights to shares in the event of capital increases.
The rights to administration include the right to participate in the general meeting of shareholders and the right to speak at this meeting, to ask questions and to make proposals and also to exercise the voting rights.
Each share grants the right to one vote at the general meeting of shareholders. The general meeting of shareholders elects the members of the Supervisory Board to be elected by it as well as the auditors; it also resolves the discharge of the members of the Board of Management and the Supervisory Board, changes in the articles of association and capital measures, authorisations and the acquisition of treasury shares as well as possibly the implementation of special audits, the premature dismissal of members of the Supervisory Board as well as the liquidation of the Company.
Legal regulations and conditions of the articles of association on the appointment and dismissal of members of the Board of Management and the change in the articles of association
The appointment and the dismissal of members of the Board of Management are regulated in Sections 84 and 85 AktG. In accordance with these the members of the Board of Management are appointed by the Supervisory Board for a maximum period of 5 years. Re-election is permissible for a maximum period of up to 5 years.
Authorisation of the Board of Management in particular in respect of the possibility of issuing or repurchasing shares
The Board of Management is authorised to acquire shares with a proportionate amount in the share capital of up to euro 2,249,527.00.
Within the framework of the convertible bond 2004/2009 Plambeck Neue Energien AG has issued bonds with convertible rights for up to 9,400,000 registered no par value shares.
The authorised capital was again resolved by the general meeting of shareholders on June 11, 2008 within the legally defined amount up to euro 20,623,338.00.
Key agreements prevailing under the condition of a change of control resulting from an acquisition offer
Plambeck Neue Energien AG has concluded no key agreements which would prevail under the condition of a change of control resulting from an acquisition offer. In the event of a change of control at the Company, the members of the Board of Management have a special right of resignation, which they can exercise during the two months following the start of the change of control (excluding the month in which the change of control occurred) within a period of 14 days as at the end of the corresponding month. A change of ownership giving right to a special right of resignation occurs, if a third party announces to the Company in accordance with Section 21 of the Securities Trading Law (WpHG), that it has reached or exceeded a participation of 50% of the voting shares of the Company. In the event of exercising the spe-cial right of resignation, the member of the Board of Management has the right to his fixed salary for the remainder of his term of office in accordance with Section 5 para 1; this shall be paid out at the end of the contract in one amount which shall not be discounted. In the event that the change of control should take place within the context of a public offering, the member of the Board of Management, should he exercise his special right of resignation, has also the right to a special bonus in the amount of 50% of the bonus, which would have been expected up to the end of the contract. Depending in each case on the market capitalisation, the increase in value in this respect must be calculated on the basis of the difference between the acquisition price first offered by the offerer and the possibly higher decisive acquisition price made for the implementation of the offer; in total the special bonus may not, however, be higher than the fixed annual salary in accordance with Section 5 Paragraph 1.
16. Remuneration report
The remuneration of the Board of Management and the Supervisory Board amounted together to euro 2,289,281.95 during the fiscal year 2008.
The fixed remuneration paid to the Supervisory Board during the fiscal year 2008 amounted to euro 113,000.00 (prior year: euro 104,000.00). The Chairman receives euro 8,000, the Deputy Chairman euro 6,000 and the other members of the Supervisory Board euro 4,500 as fixed remuneration. In addition, each member of the Supervisory Board receives euro 1,500 per meeting. Variable remuneration in the amount of 66,803.67 was paid during the year under report In addition, the company bears the costs of personal damages liability insurance for all members of the Supervisory Board.
For their activity during the fiscal year 2008 the members of the Board of Management received total remuneration in the amount of euro 2,109,478.28 which was distributed as follows:
Martin Billhardt: fixed remuneration euro 267,837.98, variable remuneration euro 180,000.00 and other remuneration euro 110,000.00. Total remuneration thus amounted to euro 557,837.98.
Bernd Paulsen (as from July 1, 2008): fixed remuneration euro 85,299.24, variable remuneration euro 60,000.00. Total remuneration thus amounted to euro 145,299.24.
Dr. Wolfgang von Geldern (up to June 11, 2008): fixed remuneration euro 92,401.30, variable remuneration euro 1,058,657.48, other remuneration euro 255,282.28. Total remuneration thus amounted to euro 1,406,341.06.
The other remuneration of Dr. Wolfgang von Geldern includes the accumulated amounts of the fixed salary for the period up to December 31, 2009 after deduction of a partial amount of 60 percent of his future consulting fee and following a discount of 5 percent per annum. The variable remuneration of Dr. Wolfgang von Geldern includes provisions for bonus claims for the years 2008 and 2009 in the amount of euro 473,657.48.
17. Outlook
Numerous reasons continue as before to promote the expansion of renewable energies; these include the global effects of climate change as well as the finite nature of fossil fuels. Furthermore, the most recent conflicts concerning the deliveries of gas to Europe have illustrated that imports of energy from politically unstable regions represent a risk for a reliable supply of energy. At the same time there already exist today advantageous technologies for the production of electricity from alternative sources, which are both technically feasible and economical. Wind, sun and water are available in unlimited volumes and we only have to use them. Wind power, in particular, plays in this respect a primordial role in the securing of future energy supplies. Similar comprehensive experience does not yet exist with any other regenerative technology. As a result wind power already covers today a share of 4.2 percent of the total European electricity consumption. And wind power has also gained in importance continually during the past few years also in Asia and in particular in the USA. In view of this Plambeck Neue Energien AG is operating in a promising future growth market, which also in the future will offer substantial opportunities for the further development of the Company.
We already orientated ourselves at an early stage towards the future. During the next few years our branch will again achieve upward thrust and we intend to benefit from this. For this reason we have orientated our strategy clearly towards the future market requirements. The core business of our Company remains in this respect the development, realisation and sale of onshore as well as offshore wind farm projects in Germany. Due to the large number of assured wind farm sites as well as the impressive project pipeline we see in this respect good perspectives for the further development of our Company. The clearly improved general legal conditions which are valid as from 2009 guarantee income which is adequate and can be planned in the long term from the operation of German wind farms. We are therefore confident that we shall be able to expand our business in the home German market.
During the next few years we expect a positive effect on our business model from the increasing exchange of smaller, obsolete wind power turbines in favour of more efficient and high performance installations. Within the context of this repowering equipment installed previously will be gradually replaced throughout the whole of the Federal Republic. With a currently total installed output in Germany of 24,000 MW we thus expect a continuously growing market with attractive growth opportunities for Plambeck.
Moreover, we shall expand our "electricity generation" division as a producer of electricity from renewable energies ("independent power producer") with the pending take-over during the 1st half 2009 of the Altenbruch II wind farm. Due to the high wind speeds this site permits us to undertake the practical testing of offshore wind power turbines and in addition enables us to earn stable and sustainable cash flows. As a result we shall be able to secure future income and at the same time develop a further area of growth for our Company.
The achievement of the ambitious climate targets of the Federal German Government requires the increased production of electricity from offshore wind farms. Germany is still at the beginning of its development of such "wind power stations" on the high seas. We positioned ourselves successfully in this respect at an early stage and are intent on benefiting from the future growth of this sector. We have already set the course for a positive development with the already approved "Borkum Riffgrund I" and "Gode Wind I" projects as well as with the very advanced "Borkum Riffgrund II" project. In this respect we are cooperating intensively and on a basis of mutual trust with well-known and financially strong partners from Denmark, Sweden and the Netherlands.
We continue to see clear growth opportunities for our core business through the consistent continuation of our internationalisation strategy. To date we are present in eight markets of the future: in Hungary, Bulgaria, Turkey, the United Kingdom, Ireland and Romania we have concluded joint ventures with local partners. With the founding of our own subsidiary we have created in the USA the basis for a successful entry into one of the largest wind power markets of the future. In addition, we are working in France with a partner with regard to the implementation of a wind farm. We intend to pursue this strategy further, and for this reason we are observing countries with great attention which have very promising market developments. Insofar as the necessary general legal conditions are in place, we shall expand further the course of foreign expansion into additional countries. In this respect we continue to rely on the principle of cooperation with local partners, which have corresponding experience in the relative target country.
We are currently working on wind farm projects with a total nominal output of approximately 4,400 MW, i.e. many times greater than that which we have projected to date! At the same time we are optimally positioned both onshore and offshore as well as domestically and internationally. For this reason we are very confident that we shall be able to exploit the opportunities in the growing wind market in the future.
For the future we are therefore expecting increased positive effects on the revenues and earnings situation of our Company as a result of the continuous implementation of our corporate strategy as well as from the phase by phase realisation of our comprehensive project pipeline. With regard to earnings from operating activities (EBIT) we are aiming to achieve an improvement to euro 29 to 33 million during the fiscal year 2009. In spite of the currently difficult economic environment we are confident that we shall be able to achieve similarly positive results also in further years.
Cuxhaven, February 27, 2009 Plambeck Neue Energien Aktiengesellschaft, Board of Management
Martin Billhardt Bernd Paulsen
Statement made by the legal representatives
To the best of our knowledge, and in accordance with the applicable reporting principles, the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the group management report includes a fair review of the development and performance of the business and the position of the group, together with description of the principal opportunities and risks associated with the expected development of the group.
Plambeck Neue Energien Aktiengesellschaft, the Board
Martin Billhardt Bernd Paulsen
Consolidated fi nancial statements
Contents
- 61 Consolidated profit and loss account
- 62 Consolidated balance sheet
- 64 Consolidated statement of cash flow
- 65 Consolidated schedule of changes in shareholders' equity
- 66 Consolidated schedule of fixed assets
- 68 Consolidated segment reporting
- 70 List of the companies included in the consolidated financial statements
- 71 Notes to the consolidated financial statements
- 120 Auditors' report
Consolidated profit and loss account
of Plambeck Neue Energien AG (IFRS) for the period from January 1 to December 31, 2008
| Notes | 2008 | 2007 | |
|---|---|---|---|
| EUR 000 | EUR 000 | ||
| 1. Revenues | V.16./VII.1. | 74,603 | 50,131 |
| 2. Increase (prior year: decrease) in finished goods and work in process |
3,599 | -1,104 | |
| 3. Other capitalised contributions | 1,586 | 520 | |
| 4. Other operating income | VII.2. | 32,702 | 9,044 |
| 5. Total aggregate output | 112,489 | 58,590 | |
| 6. Cost of materials | -70,258 | -24,859 | |
| 7. Personnel expenses | VII.3. | -7,255 | -6,002 |
| 8. Amortisation of intangible assets and depreciation of property, plant and equipment |
V.3./VI.1./ VI.2. |
-1,366 | -1,195 |
| 9. Other operating expenses | VII.4. | -10,069 | -10,899 |
| 10. Operating result | 23,541 | 15,634 | |
| 11. Income from participations | 16 | 250 | |
| 12. Other interest and simlilar income | 1,583 | 389 | |
| 13. Expenses from assumption of losses | -26 | -28 | |
| 14. Interest and similar expenses | VII.5. | -5,416 | -4,831 |
| 15. Result of ordinary operations | 19,698 | 11,414 | |
| 16. Taxes on income | VII.6. | -1,352 | -17 |
| 17. Other taxes | -127 | -111 | |
| 18. Consolidated net income (continuing operations) | 18,220 | 11,286 | |
| 19. Result from discontinued operations | VII.7. | -1,170 | -188 |
| 20. Consolidated net income before minority interests | 17,050 | 11,098 | |
| 21. Minority interests | VI.7. | 79 | 36 |
| 22. Consolidated net income after minority interests | 17,129 | 11,134 | |
| Weighted average of shares in circulation (undiluted) (in thousands) |
VII.8 | 41,257 | 39,376 |
| Undiluted earnings per share from continuing operations in EUR |
0.44 | 0.29 | |
| Weighted average of shares in circulation (diluted) (in thousands) |
VII.8 | 46,393 | 44,704 |
| Diluted earnings per share from continuing operations in EUR |
0.41 | 0,28 |
Consolidated balance sheet
of Plambeck Neue Energien Aktiengesellschaft (IFRS), Cuxhaven, as at December 31, 2008
| Notes | Status as at | Status as at | |
|---|---|---|---|
| 31.12.2008 | 31.12.2007 | ||
| EUR 000 | EUR 000 | ||
| A. Long term assets | |||
| I. Intangible assets | V.1./V.3./VI.1. | ||
| 1. Franchises, trademarks, licences and other similar rights as well as licences from such rights |
133 | 548 | |
| 2. Goodwill | 20,414 | 23,777 | |
| 20,547 | 24,325 | ||
| II. Property, plant and equipment | V.2./V.3./VI.2. | ||
| 1. Land and buildings including buildings on third-party land |
15,891 | 18,479 | |
| 2. Technical equipment and machinery | 12,487 | 10,710 | |
| 3. Other plant and machinery, fixtures and fittings | 379 | 653 | |
| 4. Prepayments and plant under construction | 15,445 | 9,279 | |
| 44,203 | 39,121 | ||
| III. Long term financial assets | VI.4./VI.3. | ||
| 1. Shares in associated companies | 365 | 365 | |
| 2. Other loans | 771 | 756 | |
| 3. Other long term loan receivables | 65 | 0 | |
| 1,201 | 1,121 | ||
| IV. Deferred tax assets | V.5./VII.6. | 1,632 | 1,710 |
| B. Current assets | |||
| I. Inventories | V.7./VI.4. | 87,977 | 30,572 |
| II. Receivables and other assets | V.9./VI.5. | ||
| 1. Trade receivables | 62,938 | 9,801 | |
| 2. Other short term loan receivables | 289 | 774 | |
| 3. Receivables from associated companies | 1,359 | 830 | |
| 4. Other assets | 2,699 | 941 | |
| 67,284 | 12,346 | ||
| III. Tax receivables | 13,621 | 2,932 | |
| IV. Cash and cash equivalents | V.10. | 29,314 | 15,741 |
| 265,779 | 127,868 |
| Notes | Status as at 31.12.2008 |
Status as at 31.12.2007 |
|
|---|---|---|---|
| EUR 000 | EUR 000 | ||
| A. Shareholders' equity | VI.6. | ||
| I. Capital subscribed | 41,267 | 41,247 | |
| II. Capital reserve | 47,785 | 47,999 | |
| III. Retained earnings | |||
| 1. Legal reserve | 5 | 5 | |
| 2. Other retained earnings | 46 | 46 | |
| 51 | 51 | ||
| IV. Foreign exchange reserve | 19 | 0 | |
| V. Retained consolidated loss | -34,484 | -49,809 | |
| VI. Minority interests | VI.7. | 0 | 1,688 |
| 54,639 | 41,176 | ||
| B. Long term liabilities | |||
| I. Other provisions | V.12./VI.10. | 2,357 | 3,346 |
| II. Deferred subsidies from public authorities | VI.8. | 1,346 | 1,392 |
| III. Long term financial liabilities | V.13./VI.11 | ||
| 1. Participation certificate capital | 490 | 0 | |
| 2. Bonds | 0 | 18,319 | |
| 3. Liabilities to banks | 19,548 | 14,016 | |
| 4. Other financial liabilities | 60,908 | 20,663 | |
| 5. Liabilities from leasing contracts | 927 | 1,033 | |
| 81,873 | 54,031 | ||
| IV. Deferred tax liabilities | V.5./VII.6. | 1,632 | 1,710 |
| C. Current liabilities | |||
| I. Provisions for taxes | VI.9. | 1,491 | 75 |
| II. Other provisions | V.12./VI.10 | 11,277 | 4,098 |
| III. Short term financial liabilities | V.13./VI.11 | ||
| 1. Bonds | 16,461 | 0 | |
| 2. Liabilities to banks | 67,258 | 969 | |
| 3. Other financial liabilities | 670 | 4,006 | |
| 4. Liabilities from leasing contracts | 106 | 106 | |
| 84,495 | 5,081 | ||
| IV. Trade payables | V.13. | 10,285 | 4,122 |
| V. Other liabilities | V.13./VI.12 | ||
| 1. Deferred revenues | 10,190 | 7,020 | |
| 2. Deferred liabilities | 3,468 | 2,448 | |
| 3. Other liabilities | 2,569 | 2,317 | |
| 16,227 | 11,785 | ||
| VI. Tax liabilities | 159 | 1,052 | |
| 265,779 | 127,868 |
Consolidated statement of cash flow
of Plambeck Neue Energien Aktiengesellschaft, Cuxhaven, for the fiscal year 2008
| Notes | 2008 | 2007 | |
|---|---|---|---|
| EUR 000 | EUR 000 | ||
| Consolidated net result | 17,050 | 11,098 | |
| Amortisation and depreciation of / additions to + intangible assets and property, plant and equipment |
1,366 | 1,721 | |
| +/- Increase / decrease in provisions | VI.9./VI.10 | 7,433 | -9,492 |
| +/- Non-cash effective income and expenses | 0 | -1,254 | |
| Gain from the disposal of fixed assets and from - final consolidation |
VII.7. | -26,130 | 0 |
| - Increase of inventories and other assets |
V.7./VI.4. | -77,371 | -12,869 |
| +/- Decrease / increase of trade receivables and stage of completion accounting |
V.8./VI.11.-12. | -53,653 | 22,799 |
| + Increase of trade liabilities and other liabilities |
VI.8./VII.11.-12. | 48,125 | 3,056 |
| Cash flow from operating activities | -83,180 | 15,059 | |
| Inflow of funds from disposal of items of property, + plant and equipment |
160 | 1,941 | |
| Outflow of funds for investments in property, - plant and equipment |
VI.1.-2. | -6,023 | -9,550 |
| + Inflow of funds from disposal |
VII.7./VIII.3. | 31,750 | 500 |
| - Outflow of funds for investments in consolidated units |
VIII.3. | -152 | -310 |
| Cash flow from investing activities | 25,735 | -7,419 | |
| + Additional inflow of funds from shareholders |
VI.6. | 0 | 13,903 |
| + Additional inflow of funds from minority interests |
0 | 4,007 | |
| + Inflow of funds from financial loans |
VI.11. | 75.302 | 2,286 |
| - Outflow of funds from the repayment of financial loans |
VI.11. | -801 | -19,379 |
| - Outflow of funds from the repayment of bonds |
VI.11. | -3,109 | 0 |
| - Outflow of funds for capital increase expenses |
0 | -560 | |
| Cash flow from financing activities | 71,392 | 257 | |
| Cash effective change in liquid funds | 13,947 | 7,897 | |
| + Change in liquid funds due to changes in scope of consolidation |
-374 | 1 | |
| + Liquid funds at the beginning of the period | V.10./VIII.1. | 15,741 | 7,843 |
| Liquid funds at the end of the period | V.10./VIII.1. | 29,314 | 15,741 |
Consolidated schedule of changes in shareholders' equity
of Plambeck Neue Energien Aktiengesellschaft (IFRS), Cuxhaven, for the fiscal year 2008
| Capital subscribed |
Capital reserve |
Profit reserves |
Foreign exchange reserve |
Retained loss |
Minority inter ests *) |
Total share holders' equity |
|
|---|---|---|---|---|---|---|---|
| EUR 000 | EUR 000 | EUR 000 | EUR 000 | EUR 000 | EUR 000 | EUR 000 | |
| Status as at January 1, 2007 | 37,451 | 38,079 | 53 | 0 | -60,829 | 183 | 14,937 |
| Results included directly in shareholders' equity |
|||||||
| Capital increase expenses | 0 | -504 | 0 | 0 | 0 | -56 | -561 |
| Reclassification within framework of the merger of Nova Solar GmbH |
0 | 0 | -2 | 0 | 2 | 0 | 0 |
| Consolidated net result 2007 | 0 | 0 | 0 | 0 | 11,134 | -36 | 11,098 |
| Transactions with shareholders | |||||||
| Capital increase in cash | 3,750 | 10,312 | 0 | 0 | -106 | 1,597 | 15,553 |
| Conversion of convertible bond | 46 | 112 | 0 | 0 | 0 | 0 | 158 |
| Other changes | |||||||
| Increase of negative minority interests | 0 | 0 | 0 | 0 | -10 | 0 | -10 |
| Status as at December 31, 2007 | 41,247 | 47,999 | 51 | 0 | -49,809 | 1,688 | 41,175 |
| Consolidated net result 2008 | 0 | 0 | 0 | 0 | 17,129 | -79 | 17,050 |
| Transactions with shareholders | |||||||
| Conversion of convertible bond | 21 | 51 | 0 | 0 | 0 | 0 | 71 |
| Redemption of convertible bond | 0 | -264 | 0 | 0 | -1,058 | 0 | -1,323 |
| Other changes | |||||||
| Disposal of minority interests | 0 | 0 | 0 | 0 | 0 | -1,688 | -1,688 |
| Reclassification of minority interests and other items |
0 | 0 | 0 | 19 | -255 | 79 | -157 |
| Revaluation of participation certificates | 0 | 0 | 0 | 0 | -490 | 0 | -490 |
| Status as at December 31, 2008 | 41,267 | 47,785 | 51 | 19 | -34,484 | 0 | 54,639 |
*) In accordance with IAS 27.35 a set-off against the shareholders' equity of the majority shareholders must be undertaken in the event of the loss allocable to the minority shareholders being in excess of the shareholders' equity allocable to them. Differences due to rounding are possible
Consolidated schedule of fixed assets
of Plambeck Neue Energien AG (IFRS) for the fiscal year 2008
| Acquisition and manufacturing cost | ||||||
|---|---|---|---|---|---|---|
| Status as at 01.01.2008 |
Additions | Reclassifi cations |
Disposals Status as at 31.12.2008 |
|||
| EUR 000 | EUR 000 | EUR 000 | EUR 000 | EUR 000 | ||
| I. Intangible assets | ||||||
| 1. Franchises, trademarks and similar rights as well as licences to such rights |
2,053 | 50 | 0 | 1,702 | 401 | |
| 2. Goodwill | 107,903 | 0 | 0 | 3,363 | 104,540 | |
| 109,956 | 50 | 0 | 5,065 | 104,941 | ||
| II. Property, plant and equipment | ||||||
| 1. Land and buildings including buildings on third party land |
20,635 | 1,171 | 45 | 3,336 | 18,515 | |
| 2. Technical equipment and machinery | 14,497 | 1,054 | 1,868 | 738 | 16,680 | |
| 3. Other equipment, fixtures and furnishings |
2,555 | 72 | 0 | 251 | 2,376 | |
| 4. Prepayments and plant under construction |
9,289 | 8,680 | -1,913 | 601 | 15,455 | |
| 46,976 | 10,976 | 0 | 4,926 | 53,026 | ||
| III. Financial assets | ||||||
| 1. Shares in associated companies | 6,323 | 0 | 0 | 0 | 6,323 | |
| 2. Participations | 365 | 0 | 0 | 0 | 365 | |
| 3. Other loans | 756 | 37 | 0 | 22 | 771 | |
| 7,445 | 37 | 0 | 22 | 7,459 | ||
| 164,377 | 11,063 | 0 | 10,014 | 165,426 |
| Book values | Accumulated amortisation and depreciation | ||||
|---|---|---|---|---|---|
| Status as at 31.12.2007 |
Status as at 31.12.2008 |
Status as at 31.12.2008 |
Disposals | Additions | Status as at 01.01.2008 |
| EUR 000 | EUR 000 | EUR 000 | EUR 000 | EUR 000 | EUR 000 |
| 548 | 133 | 268 | 1,265 | 27 | 1,505 |
| 23,777 | 20,414 | 84,126 | 0 | 0 | 84,126 |
| 24,325 | 20,547 | 84,394 | 1,265 | 27 | 85,632 |
| 18,479 | 15,891 | 2,623 | 0 | 467 | 2,156 |
| 10,710 | 12,487 | 4,193 | 329 | 735 | 3,788 |
| 379 | 1,997 | 42 | 137 | 1,902 | |
| 9,279 | 15,445 | 9 | 0 | 0 | 9 |
| 39,121 | 44,203 | 8,823 | 371 | 1,339 | 7,855 |
| 0 | 6,323 | 0 | 0 | 6,323 | |
| 365 | 0 | 0 | 0 | 0 | |
| 771 | 0 | 0 | 0 | 0 | |
| 1,121 | 1,136 | 6,323 | 0 | 0 | 6,323 |
| 64,568 | 65,886 | 99,540 | 1,636 | 1,366 | 99,810 |
Consolidated segment reporting
of Plambeck Neue Energien Aktiengesellschaft, Cuxhaven, for the fiscal year 2008
| Projecting ofwind power turbines |
Electricity generation | ||||
|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | ||
| EUR 000 | EUR 000 | EUR 000 | EUR 000 | ||
| External revenues | 74,004 | 48,711 | 598 | 1,419 | |
| Inter-segment revenues | 2,484 | 1,426 | 264 | 264 | |
| Change in inventories | 4,720 | -1,314 | 0 | 0 | |
| Other capitalised contributions | 0 | 0 | 1,586 | 520 | |
| Other operating income | 4,523 | 10,403 | 2,424 | 4,380 | |
| Total aggregate output | 85,732 | 59,227 | 4,872 | 6,583 | |
| Depreciation and amortisation | -1,229 | -1,058 | -137 | -137 | |
| Operating result | -4,402 | 11,790 | 1,813 | 3,919 | |
| Interest and similar income | 1,932 | 3,266 | 172 | 8 | |
| Interest and similar expenses | -3,077 | -3,457 | -2,886 | -4,287 | |
| Taxes on income | -1,719 | -134 | -19 | 0 | |
| Investments | 3,919 | 3,352 | 2,104 | 2,454 | |
| Segment assets | 270,970 | 137,101 | 140,233 | 30,484 | |
| Segment liabilities1) | 246,220 | 131,913 | 139,054 | 56,741 | |
| Segment shareholders' equity | 24,750 | 5,188 | 1,179 | -26,257 |
The following companies are included in the individual segments:
| Projecting of wind power turbines | Plambeck Neue Energien AG, PNE Betriebs- und Beteiligungs GmbH, PNE Netzprojekt GmbH, PNE2 Riff I GmbH, PNE2 Riff II GmbH, PNE Gode Wind II GmbH, PNE Auslandsbeteiligungs GmbH Plambeck GM New Energy Hungary Kft., Plambeck New Energy Yambol OOD, Plambeck New Energy Bulgary OOD, Plambeck Yeni Enerjila Limited Sirketi, Plambeck New Energy UK Ltd., NH North Hungarian Windfarm Kft., Plambeck GM Windfarm Pusztahencse Kft., Plambeck New Energy USA Inc., Plambeck New Energy S.R.L., |
|---|---|
| Electricity generation | PNE Biomasse AG, PNE Biomasse GmbH, PNE Grundstücks GmbH, PNE WP Fonds Laubuseschbach GmbH & Co. KG, PNE WP Fonds LV GmbH & Co. KG, PNE WP Fonds LX GmbH & Co. KG PNE WP Fonds LXXVIII GmbH & Co. KG, PNE WP Fonds LXXXIX GmbH & Co. KG, PNE WP Fonds LXXII GmbH & Co. KG, PNE WP Fonds CI GmbH & Co. KG, PNE WP Fonds CIV GmbH & Co. KG |
| Discontinued operations | SSP Technology A/S is included in this segment (the shares in the company were sold in June 2008) |
1) The deferred subsidies from the public authorities were included under segment liabilities Differences due to rounding are possible
| Highlights | To the shareholders | Group management report |
Consolidated financial statements |
Financial statements of the AG |
|---|---|---|---|---|
| Plambeck Neue Energien AG Group |
Consolidation | Discontinued operations |
|||
|---|---|---|---|---|---|
| 2007 | 2008 | 2007 | 2008 | 2007 | 2008 |
| EUR 000 | EUR 000 | EUR 000 | EUR 000 | EUR 000 | EUR 000 |
| 50,130 | 74,602 | 0 | 0 | 0 | 0 |
| 0 | -1,690 | -2,748 | 0 | 0 | |
| -1,104 | 3,599 | 210 | -69 | 0 | -1,052 |
| 520 | 1,586 | 0 | 0 | 0 | 0 |
| 9,043 | 32,702 | -5,740 | -1,335 | 0 | 27,089 |
| 58,590 | 112,489 | -7,220 | -4,152 | 0 | 26,037 |
| -1,195 | -1,366 | 0 | 0 | 0 | 0 |
| 15,634 | 23,541 | -75 | 93 | 0 | 26,037 |
| 390 | 1,583 | -2,885 | -521 | 0 | 0 |
| -4,859 | -5,442 | 2,885 | 521 | 0 | 0 |
| -128 | -1,352 | 6 | 386 | 0 | 0 |
| 9,550 | 6,023 | 0 | 0 | 3,744 | 0 |
| 127,868 | 265,779 | -56,094 | -145,425 | 16,377 | 0 |
| 86,692 | 211,140 | -109,668 | -174,134 | 7,706 | 0 |
| 41,176 | 54,639 | 53,574 | 28,709 | 8,671 | 0 |
Projecting of wind power turbines Plambeck Neue Energien AG, PNE Betriebs- und Beteiligungs GmbH, PNE Netzprojekt GmbH, PNE2 Riff I GmbH, PNE2 Riff II GmbH, PNE Gode Wind II GmbH, PNE Auslandsbeteiligungs GmbH Plambeck GM New Energy Hungary Kft., Plambeck New Energy Yambol OOD, Plambeck New Energy Bulgary OOD, Plambeck Yeni Enerjila Limited Sirketi, Plambeck New Energy UK Ltd., NH North Hungarian Windfarm Kft., Plambeck GM Windfarm Pusztahencse Kft., Plambeck New Energy USA Inc., Plambeck New Energy S.R.L.,
Electricity generation PNE Biomasse AG, PNE Biomasse GmbH, PNE Grundstücks GmbH, PNE WP Fonds Laubuseschbach GmbH & Co. KG, PNE WP Fonds LV GmbH & Co. KG, PNE WP Fonds LX GmbH & Co. KG PNE WP Fonds LXXVIII GmbH & Co. KG, PNE WP Fonds LXXXIX GmbH & Co. KG, PNE WP Fonds LXXII GmbH & Co. KG, PNE WP Fonds CI GmbH & Co. KG, PNE WP Fonds CIV GmbH & Co. KG
Discontinued operations SSP Technology A/S is included in this segment (the shares in the company were sold in June 2008)
List of the companies included in the consolidated financial statements
of Plambeck Neue Energien Aktiengesellschaft, Cuxhaven, as at December 31, 2008
| Company | Partici pation |
Net income |
Equity capital |
Date of first con |
|---|---|---|---|---|
| % | EUR 000 | EUR 000 | solidation | |
| 1 Plambeck Neue Energien Betriebs- und Beteiligungsgesellschaft mbH, Cuxhaven, Germany |
100.0 | 393 | 499 | 31.12.1998 |
| 2 Plambeck Neue Energien Biomasse Betriebsgesellschaft mbH, Cuxhaven, Germany |
100.0 | 2 | 50 | 01.12.2000 |
| 3 Plambeck Neue Energien Grundstücks GmbH, Cuxhaven, Germany |
100.0 | 35 | 28 | 01.12.2000 |
| 4 Plambeck Neue Energien Windpark Fonds LV GmbH & Co. KG, Cuxhaven, Germany |
100.0 | -843 | 3.981 | 08.11.2001 |
| 5 Plambeck Neue Energien Windpark Fonds LX GmbH & Co. KG, Cuxhaven, Germany |
100.0 | -180 | -2.855 | 08.11.2001 |
| 6 Plambeck Neue Energien Netzprojekt GmbH, Cuxhaven, Germany |
100.0 | -152 | -151 | 01.01.2002 |
| 7 Plambeck Neue Energien Biomasse AG, Cuxhaven, Germany | 100.0 | -5 | -72 | 23.04.2002 |
| 8 Plambeck Neue Energien Windpark Fonds LXXVIII GmbH & Co. KG, Cuxhaven, Germany |
100.0 | -610 | -621 | 20.11.2002 |
| 9 Plambeck Neue Energien Windpark Fonds XL GmbH & Co. KG, Cuxhaven, Germany |
100.0 | -11 | -38 | 29.12.2004 |
| 10 Plambeck Neue Energien Windpark Fonds LXXXIX, Cuxhaven, Germany |
100.0 | -1.017 | -1.065 | 01.01.2007 |
| 11 PNE Gode Wind II GmbH, Cuxhaven, Germany | 100.0 | -12 | 657 | 13.08.2007 |
| 12 Plambeck GM New Energy Hungary Kft., Pusztahencse, Hungary | 79.0 | -32 | -22 | 28.09.2007 |
| 13 Plambeck Neue Energien Auslandsbeteiligungs GmbH, Cuxhaven, Germany |
100.0 | -152 | -55 | 16.11.2007 |
| 14 Plambeck Yeni Enerjiler Ltd. Sirketi, Taksim/Beyoglu, Turkey | 80.0 | -48 | -43 | 27.02.2008 |
| 15 Plambeck Neue Energien Windpark Fonds LXXII GmbH & Co. KG, Cuxhaven, Germany |
100.0 | -146 | -161 | 30.06.2008 |
| 16 Plambeck Neue Energien Windpark Fonds CI GmbH & Co. KG, Cuxhaven, Germany |
100.0 | -66 | -66 | 30.06.2008 |
| 17 Plambeck New Energy UK Ltd., Eastbourne, Great Britain | 67.5 | -186 | -51 | 02.07.2008 |
| 18 NH North Hungarian Windfarm Kft., Hatvan, Hungary | 100.0 | -2 | -1 | 07.08.2008 |
| 19 Plambeck GM Windfarm Pusztahencse Kft., Pusztahencse, Hungary |
100.0 | -1 | -1 | 07.08.2008 |
| 20 Plambeck New Energy Bulgaria OOD, Nessebar, Bulgaria | 80.0 | -5 | -8 | 15.08.2008 |
| 21 Plambeck New Energy USA Inc., New York, USA | 100.0 | 0 | 0 | 27.10.2008 |
| 22 Plambeck Neue Energien Windpark Fonds CIV GmbH & Co. KG, Cuxhaven, Germany |
100.0 | -2 | -1 | 30.10.2008 |
| 23 Plambeck New Energy S.R.L., Bukarest, Romania | 80.0 | -2 | -1 | 27.11.2008 |
Notes to the consolidated financial statements
of Plambeck Neue Energien AG, Cuxhaven, for the fiscal year 2008
I. Commercial Register and object of the Company
Plambeck Neue Energien Aktiengesellschaft (hereinafter also referred to as "Plambeck Neue Energien AG", "PNE AG" or "the Company") has its registered offices at Peter-Henlein-Strasse 2-4, Cuxhaven, Germany. The Company is entered under the number HRB 110360 in the Commercial Register at the District Court of Tostedt. The fiscal year is the calendar year.
During the year under report the business activities of the Company consisted primarily of the projecting, construction and the operation of wind farms and transformer stations for the generation of electricity, the servicing of wind power turbines, the acquisition of shareholders' equity for wind farm operating companies and the projecting of rotor blades for wind power turbines (up to June 30, 2008).
II. Discontinuation of operations
During then fiscal year 2008 the "rotor blade projecting" division was divested. The sector or the individual company of this division, SSP Technology A/S, Kirkeby, Denmark, was sold on June 30, 2008 to a third party. The sale of this division led to the elimination from the balance sheet of assets in the total amount of euro 18.3 million as well as liabilities in the amount of euro 7.1 million as at June 30, 2008.
In accordance with the regulations of IFRS 5 the consolidated financial statements must show "continuing operations" and "discontinued operations" separately. The presentation of this separation is also shown within the context of the segment reporting.
In accordance with the regulations o IFRS 5 the prior year data for the profit and loss account as well as the segment reporting were adjusted in order to enable comparability with the year under report.
III. General accounting principles
1. Going Concern
The accounting is carried out on a going concern basis. The combined management and Group management report of the Company specifies the risks, which could possibly endanger the continuing existence of the Company.
2. Consolidated financial statements
The consolidated financial statements of Plambeck Neue Energien AG are drawn up in accordance with the International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB). New standards adopted by IASB are in principle applied as from the time of their coming into force.
During the fiscal year the Group has applied the new and revised IFRS standards and interpretations listed below. The application of these new of amended IFRS standards and interpretations resulted in no effects on the consolidated financial statements. They do, however, require the provision of additional information.
Changes to IAS 39 and IFRS 7 – "Reclassification of financial assets"
In October 2008 the IASB issued changes regarding the reclassification of financial assets. Following this change a reclassification into the category "Loans and Receivables" is now possible for non-derivative assets of the categories ""Fair Value through Profit and Loss", for which the Fair Value Option was not chosen and "Available for Sale" Assets must be reclassified at market value at the corresponding time of the reclassification. Through the change of IAS 39 the reclassifications up to October 31, 2008 may be carried out retroactively as at July 1, 2008. After November 1, 2008 a reclassification should be carried out at the corresponding valid market value.
Changes to IAS 39 and IFRS 7 – "Reclassification of financial assets: coming into force and transitional arrangement"
On November 27, 2008 the IASB issued an updated version of the recent reclassification changes to IAS 39 and IFRS 7, which had been published in October 2008, in order to confirm the date of the coming into force of the changes. This concerns the following clarification of the IASB: each reclassification, which is carried out on or after November 1, 2008, comes into force at the time of the reclassification. However, reclassifications, which were undertaken prior to November 1, 2008, may come into force on July 1, 2008 or at a later date. Reclassifications cannot come into force retroactively at a date prior to July 1, 2008.
These consolidated financial statements are drawn up in euro (EUR) unless otherwise stated.
The consolidated financial statements correspond to the requirements of Section 315 of the German Commercial Code (HGB).
The consolidated financial statements are based on standard accounting and valuation principles in comparison with the prior year.
The financial statements of the companies included in the consolidation are drawn up at the same balance sheet date as those of the parent company.
The consolidated financial statements and the Group management report, which were drawn up by the Board of Management as at December 31, 2008, were released for submission to the Supervisory Board at the Board of Management meeting on February 27, 2008.
The consolidated financial statements as at December 31, 2009 are transmitted electronically to the operator of the electronic Bundesanzeiger.
IV. Consolidation principles
1. Scope of consolidation
All companies over which the Group parent company exercises control are included in the consolidated financial statements on the basis of full consolidation. Exercise of control is assumed as soon as the parent company holds more than 50 percent of the voting shares of the subsidiary or can determine the financing and business policy of a subsidiary or can appoint a majority of the supervisory board or administrative council of a subsidiary. Moreover, wind farm operating companies, which are controlled from an economic point of view either by the parent company or its subsidiaries, are included in the scope of consolidation.
Accordingly, the scope of consolidation as at December 31, 2008 includes in addition to Plambeck Neue Energien AG the other companies listed in the "schedule of companies included in the consolidated financial statements".
Seven wind farm operating companies were not included in the consolidated financial statements, since these are inventory companies with no active business operations.
The following companies, which are managed jointly by Plambeck Neue Energien AG and one or several other companies, are included in the consolidated financial statements on the basis of the equity method, since at least one shareholding company is not part of the scope of consolidation.
| Name | Percentage participation |
Shareholders' equity EUR 000 |
Date of first consolidation |
|---|---|---|---|
| PNE2 Riff I GmbH, Cuxhaven | 50.0% | 2,084 | 24.07.2003 |
| PNE2 Riff II GmbH, Cuxhaven | 50.0% | -23 | 25.06.2004 |
| Plambeck New Energy Yambol OOD, Nessebar, Bulgaria |
50.0% | -1 | 15.08.2008 |
As a result of the equity shareholding in the joint ventures the following assets, debts, income and expenses are allocable to the Group:
| PNE2 Riff I 2008 EUR 000 |
PNE2 Riff II 2008 EUR 000 |
PNE Yambol 2008 EUR 000 |
|
|---|---|---|---|
| Income | 32 | 3 | 0 |
| Expenses | -499 | -41 | -2 |
| Result after taxes | -467 | -38 | -2 |
| Current assets | 837 | 96 | 3 |
| Long term assets | 8,450 | 422 | 0 |
| Current liabilities | 60 | 85 | 3 |
| Long term liabilities | 8,664 | 467 | 0 |
2. Mergers and divestments of companies
During the year under report the following newly established companies were included for the first time in the consolidated financial statements (in parentheses: date of first consolidation and amount of participation):
- Plambeck Yeni Enerjiler Ltd. Sirketi, Taksim/Beyoglu, Turkey (27.02.08 / 80 percent)
- Plambeck New Energy UK Ltd., Eastbourne, United Kingdom (02.07.08 / 67.5 percent)
- NH North Hungarian Windfarm Kft., Hatvan, Hungary (07.08.08 / 100 percent)
- Plambeck GM Windfarm Pusztahencse Kft., Pusztahencse, Hungary (07.08.08 / 100 percent)
- Plambeck New Energy Bulgaria OOD, Nessebar, Bulgaria (15.08.08 / 80 percent)
- Plambeck New Energy USA Inc., New York, USA (27.10.08 / 100 percent)
- Plambeck New Energy S.R.L., Bucharest, Romania (27.11.08 / 80 percent)
The object of the companies is the projecting and realisation of wind farms in the corresponding country. The core of the operating activity is the search for suitable sites for wind farms as well as their subsequent projecting and realisation.
No additional goodwill resulted from the difference between the acquisition cost of the shares and the proportional shareholders' equity on the date of the first consolidation.
The book values or the market values stated on acquisition of the identified assets and liabilities of the companies were of no major significance for the asset, financial and earnings situation as at the date of establishment.
In the fiscal year 100 percent of the shares of the following companies were included for the first time in the consolidated statements:
- Plambeck Neue Energien Windpark Fonds LXXII GmbH & Co. KG, Cuxhaven (30.06.08)
- Plambeck Neue Energien Windpark Fonds CI GmbH & Co. KG, Cuxhaven (30.06.08)
- Plambeck Neue Energien Windpark Fonds CIV GmbH & Co. KG, Cuxhaven (30.10.08)
The object of the companies is the construction and the operation of wind power turbines in the form of wind farms was well as the sale of the electrical energy produced.
No additional goodwill resulted from the difference between the acquisition cost of the shares and the proportional shareholders' equity on the date of the first consolidation.
The book values or the market values stated on acquisition of the identified assets and liabilities of the companies were of no major significance for the asset, financial and earnings situation as at the date of first consolidation.
The shares in SSP Technology A/S, Kirkeby, Denmark were sold during the year under report. As a result of the sale of the shares assets in the amount of a total of euro 18.3 million and liabilities in the amount of euro 7.1 million were eliminated from the balance sheet as at June 30, 2008.
With regard to the effects on the consolidated net income please refer to the explanations under VII. "Profit and loss account" as well as in the segment reporting.
3. Methods of consolidation
The basis for the consolidated financial statements are the annual financial statements of the companies included in the consolidation, partly audited by the auditors and drawn up as at December 31, 2008 in accordance with uniform accounting and valuation methods. The financial statements which are not audited are subject to a review on the part of the Group auditors.
The capital consolidation of the subsidiaries is undertaken in accordance with the net book value method by setting off the acquisition costs of the merger against the parent company's pro rata share of the shareholders' equity at the date of acquisition. The shareholders' equity is determined as the balance of the applicable fair market value of the assets and liabilities at the date of acquisition (full new valuation). Mergers, which are not subject to the application rules of IFRS 3, are consolidated on the principle of the new valuation equity method in proportion to the participation. The differential amounts stated in the assets arising from the capital consolidation are stated as goodwill.
Since the coming into force of IFRS 3 goodwill resulting from the capital consolidation is no longer amortised according to a schedule over its expected economic life. Insofar as it may be necessary, extraordinary amortisation is effected in accordance with IAS 36 ("Impairment Only Approach").
Internal Group sales, expenses and earnings as well as receivables and liabilities between the companies to be consolidated are eliminated. In individual cases elimination is dispensed with insofar as the business activity in the past fiscal year is attributable only to a very short period and the reciprocal expenses and earnings refer exclusively to the execution of administrative services. Cross interest income and expenses are consolidated in the financial result. Interim profits, insofar as they are relevant, are eliminated. The necessary deferred taxation is provided for with regard to consolidation processes having an effect on the profit and loss account.
V. Accounting and valuation principles
The accounting takes place at all companies of the Group originally in accordance with the legal national regulations as well as the complementary generally accepted accounting principles.
The financial statements of all consolidated companies are included of the basis of standard accounting and valuation methods. The financial statements (HB1) drawn up in accordance with the corresponding valid regulations are restated in financial statements (HB 2) in conformity with IFRS. The accounting and valuation regulations were applied in the same way as in the prior year.
The drawing up of the consolidated financial statements taking the explanations of IASB into account requires for some items that assumptions should be made and estimates used, which could have an effect on the amount and the presentation of assets and liabilities, income and expenses as well as contingent liabilities.
Assumptions and estimates are attributable in particular to the establishment of the market values of the put options, the determination of economic lives, accounting and valuation of provisions, the possibility of realising future tax credits as well as the determination of the cash flows, growth rates and discount factors in connection with impairment examinations.
The actual values can deviate from the assumptions and estimates made. Changes are reflected in the profit and loss account when better knowledge is available.
1. Intangible assets
Concessions, trade marks and licences are stated at their cost of acquisition and ancillary acquisition costs. On the basis of the finite time period over which they will be used, they are reduced by scheduled amortisation using the straight-line method over the duration of their expected economic life; this is usually two to four years. If appropriate, extraordinary amortisation is charged, which is reversed should the relative reasons have no permanent validity. Unscheduled corrections to valuations (reductions and increases) were not necessary during the year under report.
In accordance with IFRS 3 goodwill resulting from the capital consolidation is no longer amortised according to a schedule over the expected economic life. Insofar as it may be necessary, extraordinary amortisation is effected in accordance with IAS 36 ("Impairment Only Approach").
2. Property, plant and equipment
Property, plant and equipment are included at their acquisition or manufacturing cost in accordance with IAS 16 less the scheduled straight-line depreciation. Unscheduled depreciation in accordance with IAS 36 was not necessary.
Items of property, plant and equipment are depreciated in accordance with their useful economic life as follows:
| Years | |
|---|---|
| Buildings, including buildings on third party land | 20 to 50 |
| Technical plant and machinery | 5 to 10 |
| Other plant and machinery, fixtures and fittings | 3 to 10 |
Significant residual values did not have to be taken into consideration when calculating the level of depreciation.
Assets, which are rented or leased and in respect of which both the economic risk as well as the economic use is attributable to the relative Group company (finance lease), are capitalised in accordance with IAS 17 and reduced by scheduled or, if appropriate, unscheduled depreciation over the expected economic life of the leased item. The payment obligation is entered as a liability in the amount corresponding to the lower of the fair value of the item involved and the discounted cash value of all future leasing payments. The leasing payments are thus distributed to interest expenses and changes in liabilities so that constant discounting of the remaining liability can be achieved. Interest expense is included immediately in the profit and lost account.
Rental payments with regard to operating leases are charged on a straight-line basis to the result for the period over the life of the corresponding lease agreements.
All third party capital costs were charged to the profit and loss account.
3. Impairment of intangible assets and property, plant and equipment
At each balance sheet date it is assessed whether there are indications for a need to write-down assets stated in the balance sheet. Should such indications be recognisable or if an annual examination of the asset is required, the fair market value of the asset is estimated in order to establish the amount of the impairment expense required. The amount determined is in this respect the higher value between the fair market value of an asset or a cash generating unit less the sales costs and the utility value. For the determination of the utility value the estimated future payment streams from this asset or the cash generating unit are discounted to the discounted cash value on the basis of a risk-adjusted pre-tax discount factor. Write-downs on goodwill are included in the profit and loss account separately under the item "impairment expense goodwill".
A correction in the profit and loss account of an impairment undertaken in earlier years for an asset is carried out (with the exception of goodwill) if there are indications that the impairment no longer exists or could be reduced. The revaluation is included as income in the profit and loss account. The increase of value or reduction of an impairment of an asset will, however, only be included insofar as it does not exceed the book value which would have resulted taking into consideration the effect of amortisation if no impairment would have been undertaken in the prior years. Revaluations or amortisation, which is undertaken within the framework of impairment examinations on goodwill, may not be undertaken.
Goodwill is tested at least once per annum for impairment as at December 31 or otherwise, if there are indications that the book value should be reduced. A possible impairment is then charged immediately to expense.
In order to establish a possible requirement for impairment of goodwill as well as intangible assets with an infinite period of utility the book value of the cash generating unit to which the goodwill is allocated must be compared with the fair market value of the cash generating unit.
For the divestment of a subsidiary the allocable amount of goodwill is included in the calculation of the profit or loss from the divestment.
4. Long term financial assets
The long term financial assets are stated at acquisition cost or, if appropriate, at a lower fair market value less unscheduled amortisation. Non-interest-bearing loans, as well as those with low rates of interest, are stated at their discounted cash value.
There was no valuation of the financial assets at fair market value or a statement of non-realised profits and losses not having an effect on the profit and loss account in a separate item of shareholders' equity, since their fair market value corresponds primarily to book value.
5. Deferred taxes
Deferred taxes are stated in accordance with the liability method in accordance with IAS 12 with regard to temporary differences between the tax balance sheet and the consolidated financial statements. No deferred taxes are shown for the amortisation of goodwill from the capital consolidation, which is not deductible from a tax point of view.
Deferred tax claims and deferred tax obligations are calculated on the basis of the laws and regulations valid as per the balance sheet date. The deferred taxes on valuation corrections are determined in principle on the basis of the tax rates prevailing in the specific country for the individual Group companies.
An asset item for tax loss carry forwards is set-up to the extent to which it is likely that future taxable income might be available for netting.
Deferred taxes stated as assets and liabilities are included at a net amount in the consolidated balance sheet insofar as a claimable right exists to set off actual tax liabilities and the deferred taxes are attributable to the same tax item and the same tax authority.
6. Discontinued operations and divisions
Items of fixed assets, the sale of which is planned within 12 months, are included in a separate item in accordance with IFRS 5. Valuation is carried out at acquisition cost or at the lowest appropriate value.
With effect as at June 30, 2008 Plambeck Neue Energien AG undertook the sale of the "rotor blade projecting" division. Control over the division was transferred to the acquirer as at June 30, 2008. The sale of the "rotor blade projecting" division corresponds with the long term strategy of the Group to concentrate its business activities on the wind power turbine projecting and electricity generation divisions.
7. Inventories
Inventories are stated in principle at the lowest of acquisition or manufacturing cost and the net divestment value. The manufacturing costs include individual material costs, individual manufacturing costs as well as appropriate portions of production overhead costs. The net divestment value is the estimated sales price less estimated costs up to completion and the estimated selling costs which can be achieved in a normal business transaction.
Financing costs are not capitalised.
8. Accounting for long term construction contracts
Stage of completion accounting is carried out in accordance with the provisions of IAS 11 in the case of long term construction contracts for the construction of wind farms. In this respect the contribution to profit expected from a construction contract is estimated on the basis of the foreseeable contract income and costs, and income and expenses are stated according to the progress of the work at the balance sheet date. The degree of completion of the individual contracts is determined in this case on the basis of the work completed by the balance sheet date. Work carried out by sub-contractors is taken into consideration for the determination of the degree of completion.
Insofar as the total of order costs incurred and profits stated exceed the prepayments, the construction contracts are capitalised under future receivables from long term construction contracts as an integral part of the "trade receivables" item. A negative balance is shown under accounts payable.
An expected overall loss from a construction contract is included immediately as an expense.
9. Receivables and other assets
Trade receivables and other assets are stated at acquisition cost less any required provision for doubtful accounts.
Receivables with a remaining maturity of more than one year bear interest at market conditions.
10. Cash and cash equivalents
Cash and cash equivalents in the balance sheet include cash on hand, cash in banks and short term deposits with original maturities of less than twelve months.
11. Financial instruments
Financial instruments are divided in principle into the following categories in accordance with IAS 39:
- Financial assets held for trading
- Financial investments held until maturity
- Credits and receivables issued by the Company and
- Financial assets available for sale
Financial assets with fixed or determinable payments and fixed maturities which the Company intends to hold and can hold until maturity, except for credits and receivables issued by the Company, are classified as financial investments to be held until maturity. Financial investments, which were mainly acquired in order to achieve a profit from the short term development of the value, are classified as financial assets held for trading. Derivative financial instruments are also classified as financial instruments held for trading unless these are derivatives which were designated as a hedging instrument and are effective as such. Profits and losses from financial assets which are held for trading are booked to the profit and loss account. All other financial assets apart from credits and receivables issued by the Company are classified as financial assets available for sale.
Financial investments to be held until maturity are capitalised under long term assets unless they are due within 12 months as from the balance sheet date. Financial assets held for trading are capitalised under short term assets. Financial assets available for sale are shown as short term assets if the management has the intention to realise these within 12 months as from the balance sheet date.
Purchases or sales of financial assets are capitalised by the trading day accounting method, i.e. on the day on which the Company has undertaken the obligation to purchase or sell.
In the case of the first time statement of a financial asset this shall be entered at acquisition cost. This is based on the fair value of the service rendered and, with the exception of financial assets held for trading, the transaction costs.
Changes in the fair market value of financial assets held for trading are stated in the profit and loss account. The fair market value of a financial instrument is the amount which can be achieved in business transactions between willing and independent contractual partners under current market conditions. The applicable fair market value corresponds to the market or the stock market price insofar as the financial instruments to be valued are traded on an active market. Insofar as no active market exists for a financial instrument, the applicable fair market value is calculated by means of suitable financial mathematical methods such as for example the recognised option price models or the discounting of future payment streams with the market interest rate.
Financial investments held until maturity are valued at their relevant acquisition cost through application of the effective interest method. If it is probable that a reduction in value might occur in the case of financial assets capitalised at relative acquisition costs, this would be registered in the profit and loss account. A reduction in value charged earlier to the profit and loss account will be corrected with effect on the profit and loss account if the following partial improvement in value (or reduction of the impairment) is attributable to an event occurring after the original impairment. An increase in value will, however, only be booked insofar as it does not exceed the amount of the relative acquisition cost which would have occurred if the impairment had not taken place.
Receivables and credits issued by the Company, which are not held for trading purposes, are stated at the lower of the relative acquisition cost or the market value as at the balance sheet date.
Financial assets available for sale are capitalised at market value. Unrealised gains and losses are shown in the item "income and expenses included directly in shareholders' equity" less the tax portion in the shareholders' equity. The release to profit and loss of the item "income and expenses included directly in shareholders' equity" takes place either on sale or if impairment occurs.
The fair market value of financial instruments will be determined reliably through their book values.
For details please see the explanations to the various balance sheet items.
12. Provisions
Provisions are set up for all external obligations insofar as it is probable that they may be claimed and that the level of the provisions can be estimated in a reliable manner. In addition, provisions for pending losses for so-called onerous contracts are set up in accordance with the regulations of IAS 37.
With regard to the valuation of the provisions, the most probable value must be stated, and, in the event of a range of different values, the expected value. The determination and valuation takes place insofar as possible on the basis of contractual agreements; otherwise the calculations are based on experience from the past as well as on estimates of the Board of Management.
Long term provisions are stated at the discounted cash value and the discounting takes place at market interest rates, which correspond to the risk and the period up to fulfilment.
The Group has a very small volume of pension plans in the form of defined contribution plans. Payments for these defined contribution rights are stated as expense on maturity.
13. Liabilities
The liabilities are in principle stated at their relative acquisition cost. Liabilities from financial leasing are stated in the balance sheet at the beginning of the leasing contract with the discounted cash value of the future leasing instalments during the non-terminable basic rental period.
Liabilities with a remaining maturity of more than one year bear interest in principle at market conditions.
Contingent liabilities are not stated in the balance sheet. A list of the contingent liabilities existing as at the balance sheet date is shown in Section XI.1.
14. Subsidies from the public authorities
Subsidies from the public authorities are stated in a separate item at the time of the inflow at nominal amount with no effect on the profit and loss account; these are released to the profit and loss account according to the depreciation of the subsidised assets in question. Corresponding provisions are set up for unfulfilled conditions and other uncertainties regarding success.
15. Profit and loss account
The profit and loss account is presented in accordance with the cost of production method.
16. Revenues / recognition of profits
Sales are recognised as income at the time of delivery or the provision of the service at the customer's premises. The realisation of revenues for long term construction contracts is explained in Section V.8.
Interest income is deferred for the corresponding periods taking the effective interest method into consideration.
17. Foreign currency conversion
The relative items stated in the financial statements of the individual companies of the Group are valued on the basis of the corresponding functional currency. The consolidated financial statements are drawn up in euro, which is the currency of report and the functional currency of the Company.
Transactions in foreign currency were converted at the current exchange rate on the day of the transaction into the corresponding functional currency. Monetary receivables and liabilities in foreign currency are converted at the exchange rate applicable at the balance sheet date. Differences from currency conversion are booked to the profit and loss account, where they are stated under "other operating income" or "other operating expenses". Non-monetary assets and liabilities, which were valued at historical acquisition or manufacturing cost in a foreign currency, are converted at the rate prevailing on the date of the business transaction.
In the case of foreign exchange differences from items to be received or to be paid from / to a foreign business operation, the fulfilment of which is neither planned nor expected, and which are part of a net investment in a foreign business operation and which are included in the reserve for foreign exchange differences are stated in the profit and loss account after the net investment has taken effect.
For the drawing up of consolidated financial statements the assets and the liabilities of the foreign business operations of the Group are converted to euro (€), whereby the exchange rates valid on the balance sheet date are applied. Income and expenses are converted at the average rates for the period. The exchange differences arising are included as part of shareholders' equity in the reserve for foreign exchange differences. These amounts are included in the profit and loss account on the sale of a foreign business operation.
Goodwill arising from the acquisition of a foreign business operation as well as adjustments to the market values to be applied are treated as assets or liabilities of the foreign business operation and converted at the rate valid on the balance sheet date.
VI. Balance sheet
With regard to the composition and development of the individual items of fixed assets, please refer to the schedule of fixed assets. With regard to the restrictions on items of the fixed assets please refer to the schedule of liabilities.
1. Intangible assets
The intangible assets amounting to euro 20,414,000 (prior year: euro 23,777,000) are attributable primarily to goodwill arising from the first consolidation of subsidiaries included in the consolidated financial statements. During the fiscal year goodwill was reduced by euro 3,363,000 as a result of the sale of the shares of SSP Technology A/S, Kirkeby, Denmark.
The scheduled amortisation charged in the prior years to goodwill was set off against the historical acquisition costs in accordance with IFRS 3.79 (b) in the amount of euro 14,617,000 insofar as they did not fall under the area of application of IFRS 3.
Impairment of goodwill
The goodwill acquired within the framework of corporate mergers is subjected to an impairment test for the cash generating units.
The future achievable amount is defined as the discounted cash value of future cash flows (utility value).
For the examination of the carrying value of the goodwill of the cash generating unit, projecting of wind power turbines, which represents a major portion of this balance sheet item, the future cash flows were drawn up from the detailed plans for the next three years. For the period thereafter a growth rate of 2 percent was applied. The average weighted capital cost rate used for the discounting of the forecasted cash flow amounts for the detailed planning phase to 9.41 percent and 7.41 percent for the subsequent period.
For the examination of the carrying value of the goodwill of the cash generating unit, electricity generation, the future cash flows were drawn up from the detailed planning for the next three years. For the period thereafter a cumulative planning up to 2026 was applied as a basis. The average weighted capital cost rate used for the discounting of the forecasted cash flow amounts to 5.04 percent for the detailed planning phase as well as for the subsequent period.
Key assumptions for the calculation of the utility values of the business units as at December 31, 2008 and as at December 31, 2007:
Projecting of wind power turbines and projecting of rotor blades
Planned gross profit margins: the gross profit margins are established on the basis of the average gross profit margin ranges, which were achieved during the prior fiscal years and increased in consideration of the expected increase in efficiency.
For the establishment of the future cash flow the expected operating costs are deducted from the gross profits thus calculated. Financing costs and taxes are not taken into consideration. The remaining amount thereafter represents the starting point for the discounting.
Average weighted capital cost rate: the calculation of own capital costs takes place through the application of the capital asset pricing model (CAPM). The costs of third party capital before taxes were stated at an interest rate of 7.00 percent.
| Projecting of wind turbines |
Projecting of rotor blades |
Electricity generation |
Total | |||||
|---|---|---|---|---|---|---|---|---|
| Name | 2008 EUR 000 |
2007 EUR 000 |
2008 EUR 000 |
2007 EUR 000 |
2008 EUR 000 |
2007 EUR 000 |
2008 EUR 000 |
2007 EUR 000 |
| Book value of goodwill | 20,000 | 20,000 | 0 | 3,363 | 414 | 414 | 20,414 | 23,777 |
Book values of the goodwill allocated to the relative cash generating units:
As a result of the sale of all shares of a subsidiary, goodwill of the cash generating unit, projecting of rotor blades, was reduced in the amount of euro 3,363,000 in the fiscal year 2008.
2. Property, plant and equipment
Technical equipment and machinery includes a transformer station acquired on the basis of financial leasing, which is capitalised at its relative acquisition cost in the amount of euro 1,194,000 (prior year: euro 1,275,000). The corresponding minimal leasing obligations as well as the discounted cash values of the minimum leasing obligations are included under the financial liabilities.
3. Long term financial assets
The long term financial assets include, apart from the participations of the Company, those shares in companies which are not included in the consolidated financial statements within the framework of full consolidation due to their low significance as well as a loan issued in the amount of euro 771,000 (prior year: euro 756,000), which bears interest in part at only 1 percent. The loan was thus discounted over its maturity at market conditions and is shown at its discounted cash value. Moreover, loan receivables in the amount of euro 65,000 (prior year: euro 0), are included in the item.
During the fiscal year 2008 no impairment was charged to long term financial assets.
4. Inventories
| 31.12.2008 EUR 000 |
31.12.2007 EUR 000 |
|
|---|---|---|
| Materials and supplies | 0 | 471 |
| Work in process | 17,067 | 19,177 |
| Finished goods | 166 | 29 |
| Prepayments | 70,744 | 10,895 |
| 87,977 | 30,572 |
Due to the decision o operate the Altenbruch II wind farm project for own account, assets in the amount of euro 5,004,000 were reclassified from inventories to plant under construction in the period under report.
During the fiscal year 2008 write-downs in the amount of euro 1,495,000 (prior year euro 1,362,000) were charged with regard to inventories and booked as expense. The expense is included in the changes in inventory levels.
The work in process includes assets in the amount of euro 1,943,000 (prior year: euro 9,876,000), which are expected to be realised or fulfilled after a period in excess of 12 months.
5. Receivables and other assets
Receivables from long term construction projects
The receivables from long term construction contracts and trade receivables are attributable primarily to receivables from wind farm companies in respect of the construction of wind farms.
Prior to being set off against prepayments received, the receivables from long term construction contracts amounted to euro 60,149,000 (prior year: euro 3,575,000). After being netted with the payments received the following net balance occurs which is shown under trade receivables:
| 31.12.2008 EUR 000 |
31.12.2007 EUR 000 |
|
|---|---|---|
| Costs in curred including partial profits | 60,149 | 3,575 |
| Less prepayments received | 0 | -1,181 |
| 60,149 | 2,394 |
Trade receivables and other assets
During the fiscal year 2008 write-downs in the amount of euro 667,000 (prior year: euro 2,382,000) were charged to receivables and other assets.
As at the balance sheet date no significant amounts were overdue in respect of the accounts receivable and other assets. Retention of title was agreed with regard to the trade receivables within the scope of normal business practice; beyond this no further collateral was agreed for the accounts receivable and other assets.
6. Shareholders' equity
Capital subscribed
As at January 1, 2008 the share capital of the Company amounted to euro 41,246,677.00, divided into 41,246,677 no par value registered shares with a proportional share in the share capital of euro 1.00 per share. The share capital of the Company has changed as follows during the period under report:
During the fiscal year 2008 the Company issued 20,691 shares from the conditional capital III following the exercising of corresponding conversion rights. Thereafter the share capital amounted to euro 41,267,368,00.
As at the balance sheet date the share capital of the Company amounted to euro 41,267,368.00, divided into 41,267,368 registered shares with a proportional share in the share capital of euro 1.00 per share.
Authorised capital
The general meeting of shareholders created a new authorised capital on June 11, 2008 after eliminating the hitherto approved authorised capital in the amount which was not yet used. The Board of Management was authorised with the approval of the Supervisory Board to increase the share capital of the Company up to June 10, 2013 through the issue of new registered no par value shares for contributions in kind or in cash and on one or on several occasions up to a total of euro 20,623,338.00 (authorised capital). The Board of Management was furthermore authorised, subject to the approval of the Supervisory Board, to:
-
exclude the subscription rights of the shareholders up to an amount which does not exceed 10 percent of the existing share capital at the time of the exercising of this authorisation, in order to issue new shares against contribution in cash in an amount, which is not significantly lower than the stock market price of the shares of the same type already listed on the stock market. The shares, which are acquired on the basis of an authorisation of the general meeting of shareholders in accordance with Section 71 Paragraph 1 Sentence 8 of the German Stock Corporation Act and which are sold under the exclusion of the subscription rights in accordance with Section 186 Paragraph 3 Sentence 4 of the German Stock Corporation Act shall be taken into consideration with regard to this 10 percent limit. Furthermore, this limitation is also applicable to shares which were or are issued to serve convertible or option loans insofar as the bonds are issued with the exclusion of the subscription rights in application of Section 186 Paragraph 3 Sentence 4 of the German Stock Corporation Act;
-
exclude the subscription rights of the shareholders for the purpose of acquiring property, plant and equipment, in particular through the acquisition of companies or participations in companies or through the acquisition of other economic assets, if the acquisition or the participation is in the best interests of the company and will be effected through the issue of shares;
-
exclude the subscription rights of the shareholders insofar as it is necessary to grant a subscription right for new shares to the holders of convertible and/or option loans which have been issued by the Company or its subsidiaries, to the extent that they would have these rights following their exercise of the conversion or option right.
Insofar as the Board of Management does not make any use of the above-mentioned authorisations, the subscription rights of the shareholders can only be excluded for the rounding off of fractional amounts.
The authorised capital was registered in the Commercial Register of the Company on August 8, 2008. To date no use has been made of the authorised capital.
Conditional capital I
The conditional capital I was eliminated through a resolution of the general meeting of shareholders of May 17, 2006. This was registered in the Commercial Register of the Company on June 23, 2006.
Conditional capital II
The general meeting of shareholders of June 15, 2001 resolved an additional conditional increase in the share capital of the Company by up to euro 300,000:
The Board of Management was authorised with the approval of the Supervisory Board to issue bearer convertible bonds up to June 14, 2006 in a total nominal amount of euro 300,000 divided into 300,000 convertible bonds with a nominal value of euro 1.00 each. The convertible bonds have a term of two years and shall bear interest at 4 percent per annum. The convertible bonds may be converted for the first time following the ordinary general meeting of shareholders for the fiscal year 2003. In this respect the bond holder shall receive for his convertible bond with a nominal value of euro 0.95238 one no par value share with a proportional share in the share capital of euro 1.00.
Since the coming into effect of the capital increase from corporate funds resolved by the general meeting of shareholders on May 23, 2003, the conditional capital II amounted to euro 315,000. On July 26, 2005 the general meeting of shareholders resolved to reduce the conditional capital II to euro 210,000.00 in relation to the resolved reduction in capital.
On June 2, 2006, 7,704 subscription shares were issued from the conditional capital II following the relative conversion declarations. Of these 4,703 subscription shares were attributable to Dr. Wolfgang von Geldern (Chairman of the Board of Management). Since then the conditional capital II amounts to up to EUR 202,296.
Already since the fiscal year 2006 no effective conversion rights have existed any more for shares from conditional capital II.
Conditional capital III
The extraordinary general meeting of shareholders of November 4, 2003 resolved to increase the share capital conditionally by up to euro 9,400,000, divided into 9,400,000 registered no par value shares each with a proportional interest in the share capital of euro 1.00 (conditional capital III). The conditional capital increase will only be implemented insofar as the holders of option or conversion rights make use by September 30, 2008 of such rights from option or convertible bonds, which are issued or guaranteed by the Company or by a one hundred percent direct or indirect subsidiary of the Company on the basis of the authorisation resolved by the general meeting of shareholders held on November 4, 2003.
With a resolution of the Board of Management of February 11, 2004, which obtained the approval of the Supervisory Board on February 12, 2004, the Company issued bonds with conversion rights for up to 9,400,000 no par value registered shares of the Company from the conditional capital III. The conversion rights can be exercised in several exercise periods, which in each case are always subsequent to the ordinary general meeting of shareholders. To date no conversion rights have been exercised.
In spite of the capital reduction which was also resolved (please refer to "capital subscribed") the general meeting of shareholders of July 26, 2005 resolved to leave the conditional capital III unchanged and not to adjust it accordingly (please refer also to "6 percent convertible loan of 2004 / 2009").
326,158 subscription shares were issued from conditional capital III on July 12, 2006 following the relative conversion declarations. 45,925 subscription shares were issued from the conditional capital III on July 2, 2007 following the relative conversion declarations. On July 14, 2008 following corresponding conversion declarations 20,691 subscription shares were issued from conditional capital III. Since then the conditional capital III still amounts to euro 9,007,226.00. As at December 31, 2007 conversion rights for up to 5,284,824 shares still existed from the conditional capital III.
7. Minority interests
Negative minority interests in the amount of euro 36,000 (prior year: euro 25,576,000) result from the capital consolidation of the wind farm operating companies and the participations abroad as well as the results of the current and past fiscal years. In accordance with IAS 27 minority interests may not be shown at a negative value in the balance sheet but must be netted off against the retained earnings to the charge of the parent company. Future positive shares in results will be transferred in favour of the parent company until the previous charge of the consolidated retained earnings is compensated by the negative minority interests.
The change in the negative minority shareholdings is attributable mainly to the acquisition of limited partnership shares in wind farm companies already included in the Group as well as to newly established companies abroad.
8. Deferred subsidies from the public authorities
Since the beginning of 2000 the Company has received investment grants in the total amount of euro 1,746,000 for the construction of an office building as well as for the extension of the building as well as for fixtures and fittings.
The release of the investment grants are based on the useful life of the underlying assets. During the year under report a total amount of euro 47,000 (prior year euro 47,000) was released.
9. Provision for taxes
The provision for taxes include current taxes on income as well as other operating taxes, which were set up for the past fiscal years as well as for the fiscal year 2008.
10. Other provisions
The other provisions have developed as follows:
| 01.01.2008 EUR 000 |
Use EUR 000 |
Release EUR 000 |
Addition EUR 000 |
31.12.2008 EUR 000 |
|
|---|---|---|---|---|---|
| Contract costs within scope of stage of completion accounting |
2,216 | 2,216 | 0 | 7,862 | 7,862 |
| Pending losses from timber delivery contract |
2,359 | 645 | 0 | 0 | 1,714 |
| Distribution guarantees Silbitz | 1,300 | 271 | 0 | 100 | 1,129 |
| Compromise NWE GmbH | 411 | 94 | 11 | 0 | 306 |
| Court costs | 490 | 180 | 163 | 331 | 478 |
| Investment grant | 353 | 0 | 0 | 47 | 400 |
| Other pending losses | 109 | 108 | 1 | 198 | 198 |
| Other | 206 | 235 | 7 | 1,583 | 1,547 |
| 7,444 | 3,749 | 182 | 10,121 | 13,634 |
The provision for pending losses concerns a timber delivery contract with a biomass power station. The selling price agreed in the contract is lower than the current market price. A provision for pending losses was therefore set up in accordance with IAS 37 in the amount of the expected loss (2009 to 2016).
The provision for distribution guarantees in respect of Silbitz concerns a guarantee of Plambeck Neue Energien AG. Plambeck Neue Energien AG has offered the limited partners of HKW Silbitz GmbH & Co. KG a distribution guarantee, which is included in the provisions at a discounted amount of euro 1.1 million. Furthermore, Plambeck Neue Energien AG has given a contractual commitment to the limited partners participating in the operating company of HKW Silbitz that it would reacquire their limited partnership shares at be beginning of 2017 at a price in the amount of 110 percent of the nominal amount. On the basis of the valuation of this conditional acquisition no provisions were necessary as at December 31, 2008.
11. Financial liabilities
These are attributable to issued participation certificate capital, convertible bonds, liabilities to banks, other financial liabilities and liabilities from leasing contracts.
The financial liabilities had the following remaining maturities and are structured as follows with regard to interest rate agreements:
| Total | Up to 1 Year |
1 to 5 years |
More than 5 years |
|
|---|---|---|---|---|
| EUR 000 | EUR 000 | EUR 000 | EUR 000 | |
| As at 31.12.2008 | ||||
| Fixed interest | ||||
| Participation certificates | 490 | 0 | 0 | 490 |
| Loans | 16,461 | 16,461 | 0 | 0 |
| Liabilities to banks | 86,806 | 67,258 | 7,436 | 12,112 |
| Other financial liabilities | 53,406 | 375 | 0 | 53,031 |
| Liabilities from leasing contracts | 1,033 | 106 | 425 | 502 |
| Variable interest | ||||
| Liabilities to banks | 1 | 1 | 0 | 0 |
| Other financial liabilities | 8,172 | 295 | 7,877 | 0 |
| 166,369 | 84,496 | 15,738 | 66,135 | |
| As at 31.12.2007 | ||||
| Fixed interest | ||||
| Participation certificates | 0 | 0 | 0 | 0 |
| Loans | 18,319 | 0 | 18,319 | 0 |
| Liabilities to banks | 14,948 | 932 | 3,711 | 10,305 |
| Other financial liabilities | 17,801 | 3,749 | 14,052 | 0 |
| Liabilities from leasing contracts | 1,139 | 106 | 425 | 608 |
| Variable interest | ||||
| Liabilities to banks | 36 | 36 | 0 | 0 |
| Other financial liabilities | 6,868 | 257 | 6,611 | 0 |
| 59,111 | 5,080 | 43,118 | 10,913 |
Participation certificates
Through a resolution of the general meeting of shareholders of November 4, 2003 the Board of Management is authorised, subject to the approval of the Supervisory Board, to issue participation certificates on one or several occasions up to September 30, 2008. The maturity of the participation certificates may amount to up to 20 years. The total nominal amount of the participation certificates issued may not exceed euro 100,000,000.00. The participation certificates issued on the basis of this authorisation may not include any conversion or option rights in respect of shares of Plambeck Neue Energien AG. The participation certificates can only be issued in euro. The shareholders shall be granted the legal subscription rights. The participation certificates can also be offered to a third party, in particular to a bank or a bank consortium, with the obligation that they offer these to the shareholders for subscription. The Board of Management is, however, authorised, subject to the approval of the Supervisory Board, to exclude the subscription rights of the shareholders in the case of fractional amounts.
The Board of Management has partially used this authorisation and issued participation certificates on March 18, 2004 with the approval of the Supervisory Board of March 24, 2004. During the period under report no participation certificates were issued.
The participation certificates have the following major features: the participation certificates issued are bearer instruments and are divided into participation certificates with a nominal value of euro 100.00 each, which all have equal rights. The holders of the participation certificates shall receive a distribution for each fiscal year within the term of the certificates, which shall have priority over the profit share of the shareholders of the issuer; this shall be determined as follows: a) distribution amount of 7 percent of the nominal value of the participation certificates and b) a profit-related return of up to 3 percent of the nominal value of the participation certificates. As a result of the profit-related return the distribution can increase to up to 10 percent of the nominal value of the participation certificates, depending on the amount of the result earned by the issuer. The basis for the calculation of the profit-related return is the net income in accordance with Article 275, Paragraph 2, No. 20 of the German Commercial Code (HGB) plus taxes on income (Article 275, Paragraph 2, No. 18 of the German Commercial Code) as reported in the annual financial statements of Plambeck Neue Energien AG drawn up in accordance with the regulations of the German Commercial Code for the corresponding past fiscal year.
The holders of the participation certificates shall not have a claim to a distribution insofar as the net result earned by the issuer during the past fiscal year, increased by profit carry forwards and reduced by loss carry forwards and additions to the legal reserves, is not sufficient for such a distribution. Should this not be sufficient, such loss amounts shall increase the distribution in the following year or, if appropriate, in subsequent following years, insofar as the net result of the following year or the following years, corrected as per Sentence 1, should be sufficient. The obligation for subsequent payment shall exist only during the term of the participation certificates. The participation certificates shall have rights to distributions as from April 1, 2004.
The term of the participation certificates shall end on December 31, 2014. Subject to the conditions with regard to the participation in losses, the participation certificates shall be repaid at nominal value at the end of their term or following the coming into effect of the notice of their withdrawal.
If a loss for the year is reported or the share capital of the issuer is reduced in order to cover losses, the repayment claim of each holder of participation certificates shall be reduced by his corresponding share in the loss for the year, which is calculated on the basis of the relationship of his repayment claim to the shareholders' equity (including participation certificates). The claims from the participation certificates shall be junior to the claims of all other creditors of the issuer, who are not themselves junior in ranking.
In accordance with the regulations of IAS 32 the participation certificates shall be stated as loan capital.
As a result of the improved economic situation the repayment claim of the participation certificates increased to euro 490,000 during the year under report.
Loans
| 31.12.2008 EUR 000 |
31.12.2007 EUR 000 |
|
|---|---|---|
| Convertible bond 1998: | ||
| Status as at December 31 | 0 | 0 |
| Convertible bond 2001: | ||
| Status as at December 31 | 0 | 0 |
| Convertible bond 2004: | ||
| Status as at January 1 | 18,319 | 18,477 |
| Issued / accrued interest | 1,286 | 0 |
| Withdrawn | 3,073 | 0 |
| Converted | 71 | 158 |
| Status as at December 31 | 16,461 | 18,319 |
| Total | 16,461 | 18,319 |
The loans developed as follows:
Convertible bond 1998 (employee programme)
The convertible bonds were offered to members of the Board of Management and senior executives within the framework of the employee programme. As at the end of 2005 no more convertible bonds were issued.
Convertible bond 2001 (employee programme)
Following the resolution of the ordinary general meeting of shareholders held on June 15, 2001 convertible bonds in a total amount of euro 210,000.00 with an annual interest of 4 percent can be issued by the Board of Management with the approval of the Supervisory Board once or several times up to June 14, 2006. The convertible bonds are divided into 210,000 units with a nominal value of euro 1.00 each and with a term of two years. The issue price of the new shares shall be in each case at least 110% of the average closing price of the shares of Plambeck Neue Energien AG in the Xetra market on the Frankfurt Stock Exchange during the last five trading days prior to the issue of the respective portion of the convertible bonds.
The conversion shall take place in the ratio of 1:1, so that a convertible bond with a nominal value of euro 1.00 can be exchanged for one new no par value share. The new shares shall be entitled to profit sharing as from the beginning of the fiscal year during which the certificates are issued.
The conversion right could be exercised for the first time after two years as from March 1, 2004 within a period of two weeks commencing with the third banking day in Frankfurt am Main following the ordinary general meeting of shareholders of the fiscal year 2003 (conversion period).
During the fiscal year 2007 no further loans were issued from the convertible loan 2001. Similarly, no subscription shares were issued from the conditional capital II during the fiscal year 2007.
As at the balance sheet date there were no further effective conversion rights.
Convertible bond 2004
On the basis of the authorisation resolution of the extraordinary general meeting of shareholders of November 4, 2003 the Company issued as a result of the resolution of the Board of Management of February 11, 2004 with the approval of the Supervisory Board of February 12, 2004 9,400,000 bearer convertible bonds with equal rights and with a nominal value of euro 2.50 each in a nominal total amount of euro 23,500,000.00. The listing of the above-mentioned bond as a unit listing was cancelled as at November 19 of the prior year and was continued as a percentage listing as at November 22 of the prior year. These bonds shall be documented by a permanent bearer global certificate for their whole term. The term of the convertible bonds commenced on March 15, 2004 and shall end on March 14, 2009. The convertible bonds shall bear interest on the basis of their nominal value at a rate of 6 percent p.a. during their whole term insofar as they are not repaid earlier or that the conversion right has been effectively exercised. Each bond holder has in accordance with the conditions of the bond the irrevocable right to convert his convertible bonds within the exercise period into no par value registered voting shares of Plambeck Neue Energien AG. Each bond gives the right to convert into one no par value registered share of the Company. The conditional capital III (see above under Point 3) shall guarantee the conversion rights. The conversion right can be exercised within certain exercise periods, which are determined in each case after the ordinary general meeting of shareholders. Furthermore there is an exercise period at the end of the term. The conditions of the bond also include regulations concerning the adjustment of the conversion price in the case of capital increases as well as dilution protection clauses.
The general meeting of shareholders of July 26, 2005 authorised the Board of Management to grant a special conversion right under certain conditions to the holders of the bonds from the 6 percent convertible debenture of 2004/2009. In accordance with the special conversion right to be granted the holders of the bonds should be able to convert their debentures at the existing conversion price at a time still be determined into shares of the Company notwithstanding the capital reduction. To date the Board of Management has not made use of this authorisation.
In the fiscal year 2006 a total of 326,158 subscription shares were issued from the conditional capital III on the basis of corresponding exercising of conversion rights from the 6 percent convertible bond 2004/2009. In the fiscal year 2007 a total of 45,925 subscription shares were issued from the conditional capital III on the basis of corresponding exercising of conversion rights from the 6 percent convertible bond 2004/2009. Due to the corresponding exercise of conversion rights from the 6 percent convertible bond 2004/2009 20,691 subscription shares were issued from the conditional capital III during the fiscal year 2008. As at December 31, 2008 the conditional capital III still amounted to euro 9,007,226.00. As at the balance sheet date conversion rights still existed versus the Company from the 6 percent convertible bond 2004/2009 with regard to the subscription for up to 5,284,824 new shares, which in each case would be issued from the conditional capital III.
During the fiscal year 2008 the Company also made use of the possibility of repurchasing bonds. Up to the balance sheet date it had acquired bonds in the nominal amount of euro 3,337,655.00. These bonds correspond to conversion rights for a total of 890,041 subscription shares. Convertible bonds with a nominal amount totalling euro 16,480,437.50 were thus still in circulation on the balance sheet date, which grant conversion rights for the subscription of up to 4,394,783 new shares, which would in each case be issued from the conditional capital III.
During the year under report interest of euro 228,000 was paid on the nominal value of the convertible bonds. In addition the nominal value of the convertible bonds were increased by euro 1,058,000 (IAS 8.41).
Liabilities to banks
Highlights
The interest rates for the fixed interest liabilities to banks range between 4.13 percent and 9.00 percent. With regard to variable interest rate liabilities to banks the Company is exposed to the risk of interest change. During 2008 the interest rates for these amounted to up to 13.5 percent (overdraft interest rate). The variable interest rates are adjusted at intervals of less than one year. The liabilities to banks have maturities up to 2026.
Of the liabilities to banks an amount of euro 86,796,000 (prior year: euro 14,527,000) is secured by:
-
- Registered mortgage in the amount of euro 10,007,000 on the property at Peter-Henlein-Str. 2 4, Cuxhaven (amount drawn down: euro 8,048,000).
-
- Assignment of the rental income from the property at Peter-Henlein-Str. 2 4, Cuxhaven.
-
- Registered mortgage in the amount of euro 1,100,000 on the property at Humphry-Davy-Str. 1, Cuxhaven (amount drawn down euro 674,000).
-
- Assignment of the Granzow transformer station (amount drawn down: euro 616,000).
-
- Assignment of the Laubuseschbach wind farm (amount drawn down: euro 1,004,000) as well as pledge of all receivables of this wind farm.
-
- Pledge of all rights from contracts in connection with the Altenbruch II project as well as the pledge of all receivables of this wind farm (amount taken down: euro 30,257,000).
-
- Assignment of all rights from contracts in connection with the Schwienau II project as well as the pledge of all receivables of this wind farm (amount taken down euro 9,614,000).
-
- Assignment of all rights from contracts in connection with the Buchholz project as well as the pledge of all receivables of this wind farm (amount taken down euro 36,583,000).
As at December 31, 2008 the Group had available credit lines for project bridge financing granted in the amount of approximately euro 20.7 million, but which were not used.
As at the balance sheet date there were no defaults or any other disruptions to debt servicing with regard to interest or repayment.
Other financial liabilities
The other financial liabilities include interest-bearing loan liabilities to Babcock & Brown Wind Partners Limited (ABN 39105051616), Sydney.
Moreover, the item includes variable interest loan liabilities to Dong Energy Power A/S, Copenhagen / Denmark, which were mainly taken down during the implementation of the Borkum Riffgrund I and II offshore projects. The variable rates of interest are adjusted every three months on the basis of the three month EURIBOR.
As at the balance sheet date there were no defaults or any other disruptions to debt servicing with regard to interest or repayment.
Liabilities from leasing contracts
The Group has concluded financial leasing contracts and lease purchase agreements for various items of other plant and machinery, fixtures and fittings. The contracts include no extension options, purchase options or price adjustment clauses.
The net book values of the assets from financial leasing in the amount of euro 1,033,000 (prior year: euro 1,139,000) are attributable fully to technical equipment and machinery.
The future minimum leasing payments from financial leases and lease purchase agreements can be reconciled as follows to their discounted cash value:
| Minimum leasing payments |
minimum leasing payments | Discounted cash value of | ||
|---|---|---|---|---|
| 31.12.2008 EUR 000 |
31.12.2007 EUR 000 |
31.12.2008 EUR 000 |
31.12.2007 EUR 000 |
|
| Liabilities from financial leasing contracts | ||||
| With a maturity of up to one year | 172 | 172 | 106 | 106 |
| With a maturity of more than one year and up to five years |
688 | 688 | 425 | 425 |
| With a maturity of more than five years | 704 | 862 | 502 | 608 |
| 1,564 | 1,722 | 1,033 | 1,139 | |
| Less: | ||||
| Future financing costs | -531 | -583 | ||
| Discounted cash value of the leasing liabilities |
1,033 | 1,139 | ||
| Amount due for repayment within twelve months (stated under short term liabilities) |
106 | 106 | ||
| Amount due for repayment after more than twelve months |
927 | 1,033 |
An amount of euro 1,033,000 (prior year: euro 1,139,000) of the liabilities to leasing companies are secured through the pledge of the legal ownership in the Kletzke transformer station.
12. Other liabilities
Deferred revenues
The item in the amount of euro 10,190,000 (prior year: euro 7,020,000) is attributable mainly to prepayments from wind farm operating companies for the use of transformer stations. The amount is released to the profit and loss account during the life of the contracts (20 to 25 years).
13. Financial instruments and principles of risk management
Apart from the risk of losses from customers and liquidity risks the assets, liabilities and planned transactions of the Group are also exposed to risks from the change in foreign exchange rates and interest rates. The objective of the financial risk management is to limit these risks through the current operating and financially orientated activities.
With regard to the risk from market prices derivative hedging instruments are used in accordance with the estimate of the risk. Derivative financial instruments are used exclusively as hedging instruments, i.e. they are not used for trading or other speculative purposes.
The main elements of the financial policy are fixed each year by the Board of Management and are monitored by the Supervisory Board. The implementation of the financial policy as well as the current risk management is the responsibility of the financial and controlling department. Certain transactions require the prior approval of the Board of Management which, moreover, is regularly informed of the scope and the amount of the current risk exposure.
Risk categories within the meaning of IFRS 7
Credit risk
From its operating business and from certain financing activities the Company is exposed to the risk of loss from a customer. The risk of losses from financial assets is met by appropriate provisions for doubtful accounts and consideration of the existing collateral. In order to reduce the risk of losses on receivables in the case of original financial instruments, various security measures are taken, such as e.g. the obtaining of securities and guarantees.
The maximum risk of loss is reflected primarily by the book values of the financial assets stated in the balance sheet (including derivative financial instruments with a positive market value). As at the balance sheet date of the financial statements there were no key agreements reducing the maximum risk of loss (such as, e.g. netting arrangements).
Interest risk
Currently there is no hedge of the risk of interest rate change with regard to changes in the market level for interest payments for existing and expected variable interest bearing liabilities to banks.
Liquidity risk
The assurance of liquidity consists of unused credit lines available to the Group. In order to assure the capacity to pay at any time as well as the financial flexibility of the Group, a revolving liquidity planning has been set up, which presents the inflow and outflow of funds both with regard the short as well as to the medium and longer terms.
The analysis of the maturities of the financial liabilities with contractual maturities is shown under "11. Financial liabilities".
Market risk
With regard to market price risks, the Company is exposed to currency risks, interest rate risks as well as other price risks.
Currency risks
The foreign currency rate risks of the Company are attributable primarily to the operating activity and investments. The risks of foreign currency are hedged insofar as they have a major influence on the cash flow of the Company.
In the operating sector the foreign exchange risks are attributable primarily to the fact that the planned transactions are processed in a currency other than in the functional currency (EUR).
Foreign currency risks in the financial area are attributable to financial liabilities in foreign currency as well as to loans in foreign currency, which are granted to Group companies for financing. As at the end of the year there were no significant foreign currency liabilities in the Group.
In total there were no significant foreign currency items.
Foreign currency risks in the investment sector result mainly from the acquisition and sale of participations to foreign companies.
In order to guard against key foreign exchange risks the Company uses currency derivatives in the form of forward exchange deals and currency options trading. Through these currency derivatives the payments are ensured up to a maximum of one year in advance. As at the balance sheet date of the financial statements the Company was not exposed to any key currency rate risks in the operating area. For this reason no hedging transactions had been concluded as at the balance sheet date.
In accordance with IFRS 7 the Company draws up a sensitivity analysis in respect of the market price risks by means of which the effects of hypothetical changes of relevant risk variables on the result and shareholders' equity can be established. The periodic effects can be ascertained by relating the hypothetical changes of the risk variables to the volume of the financial instruments as at the balance sheet date of the financial statements. In this respect it is assumed that the volume as at the balance sheet date of the financial instruments is representative for the full year.
The currency sensitivity analyses are in principle based on the following assumptions:
- Major original financial instruments (securities, receivables, liquid funds and liabilities) are valued either directly in the functional currency or are converted into the functional currency through the use of derivatives. Currency rate changes therefore do not have any effects on the result or the shareholders' equity.
- Interest income and expenses from financial instrument are also either stated directly in the functional currency or converted into the functional currency through derivatives. For this reason no effects can arise in this respect with regard to the amounts involved.
- With regard to the fair value hedges designed to secure the currency risks the change in value due to foreign exchange rates and the hedging transaction are almost completely equal in the same period in the profit and loss account. As a result these financial instruments are not linked to currency risks in respect of the profit and loss account or the shareholders' equity.
- Changes in the market value of the currency derivatives due to foreign exchange rates, which are integrated into an effective cash flow hedge relationship for the hedging of payment fluctuations due to foreign exchange rates in accordance with IAS 39, have an effect on the new valuation reserve in the shareholders' equity. They are therefore included in the sensitivity analysis relating to the shareholders' equity.
The currency rate risk is considered to be insignificant in vies of the low volume of foreign currency assets and liabilities.
At the date of the balance sheet there were no other currencies relevant for the Group.
Interest risks
The Company is exposed to interest rate risks primarily in the Eurozone. Taking the actual and the planned debt structure into account the Company uses in principle interest derivatives (interest swaps, interest caps), in order to counteract interest rate changes.
In accordance with IFRS 7 interest rate risks are presented by means of sensitivity analyses. These represent the effects of changes in the market interest rates on interest payments, interest income and expenses, other items included in the result as well as eventually the shareholders' equity. The interest rate sensitivity analyses are based on the following assumptions:
- Market interest rate changes of original financial instruments with a fixed rate of interest only have an effect on the result, if these are valued in accordance with the current market value. According to this all financial instruments with a fixed rate of interest, which are valued at acquisition cost, are not exposed to the risks of change in the interest rate within the meaning of IFRS 7.
-
Changes in market interest rates have an effect on the interest result of original financial instruments with variable rates of interest, whose interest payments are not designed as basic transactions within the framework of cash flow hedges against interest changes, and are thus taken into consideration in the sensitivity calculations in respect of the result.
-
With regard to the fair value hedges designed for the securing of interest risks the changes in value from the basic transaction and the hedging transaction due to interest rates are almost completely equal in the same period in the profit and loss account. As a result these financial instruments are not linked with any interest risks with regard to the profit and loss account or the shareholders' equity.
- Market interest rate changes of interest derivatives, which are not integrated into a hedging relationship in accordance with IAS 39, have an effect of the interest result (valuation result from the adjustment of the financial assets to the stated market value) and are thus taken into consideration in the sensitivity calculations in respect of the result.
If the market rate level as at December 31, 2008 had been 100 basis points higher or (lower), only insignificant effects would have occurred with regard to a new valuation reserve in the shareholders' equity. Furthermore, the interest result would have been euro 82,000 lower / (higher) (prior year: euro 69,000).
Other price risks
Within the framework of the presentation on market risks IFRS 7 also requires information on how hypothetical changes in other price risk variables can have an effect on the prices of financial instruments. In particular, stock market prices or indices are included in risk variables.
As at December 31, 2008 and December 31, 2007 the Company had no key financial instruments in its portfolio exposed to other price risks.
Market values
The financial instruments of the Group not stated at market value include above all cash equivalents, trade receivables, trade accounts payable and other liabilities, overdrafts and long term loans.
The book value of the cash equivalents as well as the overdrafts are very close to their market value due to the short duration of these financial instruments. With regard to receivables and payables, which are based on normal trade credit conditions, the book value based on historic acquisition cost also corresponds very closely to their market value.
The market value of the long term liabilities is based on the currently available interest rates for third party capital drawn down with the same maturity and creditworthiness profile. The market value of the third party capital currently barely deviates from book value.
The market value of the derivative financial instruments was established on the basis of the following
Depending on the market value on the balance sheet date derivative financial instruments are stated as other assets (positive market value) or as other liabilities (negative market value).
No derivative financial instruments were held as at the balance sheet date.
Capital management
methods and assumptions:
The aims of the capital management of the Company are:
- The ensuring of the continuation of the Company
- The guaranteeing of an adequate yield on shareholders' equity
- The maintenance of an optimal capital structure which keeps the capital costs as low as possible
In order to maintain or to change the capital structure the Company issues new shares according to its requirements and takes down liabilities or sells assets in order to repay liabilities.
The supervision of the capital structure takes place on the basis of the debt / equity ratio, calculated on the basis of the relationship between net third party capital to total capital. The net third party capital consists of the short and long term financial liabilities (liabilities to banks, participation certificates/ convertible loans, liabilities to leasing companies, other financial liabilities) less cash and cash equivalents. The total capital consists of the shareholders' equity and the net third party capital.
The strategy of the Company consists of maintaining a debt / equity ratio of 80 percent in order to guarantee continued access to third party capital at acceptable cost and by maintaining a good credit rating.
| 31.12.2008 EUR 000 |
31.12.2007 EUR 000 |
|
|---|---|---|
| Fianncial liabilities | 166,368 | 59,112 |
| - Cash and cash equivalents | 29,314 | 15,741 |
| = Net third party debt | 137,054 | 43,371 |
| + Shareholders' equity | 54,639 | 41,175 |
| = Total capital | 191,693 | 84,546 |
| Debt / equity ratio | 71.50% | 51.30% |
VII. Profit and loss account
1. Revenues
Revenues are broken down according to product and service areas within the Group. During the period under report revenues were earned from the projecting of wind power turbines division, including the service of wind power turbines, projecting of wind power turbine rotor blades, commissions from the sale of shareholders' equity for wind farm projects and management fees.
The revenues from long term construction contracts for the fiscal year 2008 are based on three projects.
| 2008 EUR 000 |
2007 EUR 000 |
|
|---|---|---|
| Revenues before HB II reconciliation | 18,029 | 71,018 |
| Revenues from stage of completion accounting | 60,149 | 3,575 |
| Reverse affect from stage of completion accounting | -3,575 | -24,462 |
| Share of revenues in stage of completion accounting | 56,574 | -20,887 |
| 74,603 | 50,131 |
Against this share of the revenues from stage of completion accounting there are contract costs in the amount of euro 51,071,000 (prior year: euro 21,221,000) resulting in a realised stage of completion profit (in prior year stage of completion loss) in the amount of euro 5,503,000 (prior year: euro 334,000).
2. Other operating income
The other operating income includes mainly the following one-time effects:
- The sale of the shares in SSP Technology A/S contributed euro 27,090,000 to the other operating income. This includes both the income from the sale as well as also the deconsolidation effects and sales commissions.
- The release of value adjustments on receivables and other assets contributed to other operating income in the amount of euro 1,033,000. (prior year: euro 1,695,000).
- Operating income in the amount of euro 286,000 (prior year: euro 2,481,000) was achieved from compensation claims.
- During the fiscal year 2008 provisions and other liabilities in the amount of euro 204,000 (prior year: euro 776,000) could be released, since the reasons for such liabilities and provisions were no longer valid.
- Other operating income in the amount of euro 157,000 (prior year: euro 0) arose in 2008 from the redemption of convertible bonds.
3. Personnel expenses
The personnel expenses were composed as follows:
| 2008 EUR 000 |
2007 EUR 000 |
|
|---|---|---|
| Wages and salaries | 6,504 | 5,277 |
| Social security contributions | 751 | 725 |
| 7,255 | 6,002 | |
| Average annual No. of employees excl. SSP Technology A/S | 116 | 115 |
| Personnel expenses per employee | 63 | 52 |
Since the personnel expenses of SSP Technology A/S are not included in this item, but are stated separately in accordance with IFRS 5, the average number of employees was adjusted for the fiscal years 2007 and 2008.
During the fiscal year 2008 an amount of euro 17,000 was included in personnel expenses for the cost of retirement benefits (defined contribution plans) (prior year: euro 276,000).
4. Other operating expenses
The other operating expenses include mainly the following items:
- Legal and consulting fees euro 2,136,000 (prior year: euro 1,391,000)
- Rental and leasing expenses euro 1,345,000 (prior year: euro 974,000)
- Provisions for doubtful accounts or losses on receivables euro 667,000 (prior year: euro 2,382,000)
- Advertising and travel expenses euro 633,000 (prior year: euro 494,000)
- Vehicle expenses euro 404,000 (prior year: euro 325,000)
- EDP expenses euro 286,000 (prior year: euro 247,000)
- Compensation for damages euro 191,000 (prior year: euro 444,000)
5. Interest and similar expenses
The interest and similar expenses include mainly interest on the convertible bonds (euro 989,000, prior year: euro 1,194,000) and interest on loans and overdrafts (euro 3,620,000, prior year: euro 2,366,000).
6. Taxes on income
The expenses from taxes on income are composed as follows:
| 2008 EUR 000 |
2007 EUR 000 |
|
|---|---|---|
| Current taxes | 1,737 | 11 |
| Deferred taxes | ||
| from the effect of consolidations and HB II adjustments | 2,272 | 136 |
| from individual financial statements | -2,657 | -130 |
| -385 | 6 | |
| 1,352 | 17 |
Corporation tax plus the solidarity surcharge and trade tax for the domestic companies and comparable taxes on income at the foreign companies are stated under current taxes.
For the domestic companies the corporation tax amounted to 15 percent and the solidarity surcharge also remained unchanged at 5.5 percent. Taking the trade taxes into account the total tax liability for the domestic companies amounted to the unchanged amount of 30 percent.
The tax rates, which are specific for the individual countries are applied in respect of the foreign companies.
There were no major changes in tax expense due to the change in any national tax rates.
On the balance sheet date the Group had tax loss carry forwards of approximately euro 90 million (prior year: approximately euro 108 million), which can be set off against future profits. Deferred tax claims were set up in respect of these losses in the amount of euro 1,632,000 (prior year: euro 0). Due to the loss situation in the recent past deferred tax claims are only capitalised in the amount which can certainly be realised through positive differences in the result in the future. The losses can be carried forward for an unlimited period of time.
The following table shows the reconciliation between the calculated tax expenses to those reported in the consolidated profit and loss account:
| 2008 EUR 000 |
2007 EUR 000 |
|
|---|---|---|
| Consolidated earnings before taxes | 18,402 | 11,115 |
| Tax rates | 30.0% | 40.0% |
| Income tax expense – calculated | 5,521 | 4,446 |
| Effects in changes in tax rates | 0 | -1,342 |
| Addition to value adjustment for tax loss carry forwards | -1,632 | 658 |
| Non-inclusion of deferred taxes | 3,588 | 2,945 |
| Tax-free capital gains | -7,811 | -6,607 |
| Tax expense not relating to the period | 1,687 | 0 |
| Other differences | -1 | -83 |
| Reported tax expense | 1,352 | 17 |
The deferred taxes on valuation corrections are determined on the basis of specific country tax rates. Since all items involving deferred taxes are domestic, an unchanged average tax rate of 30.0 percent (prior year: 30 percent) has been assumed.
| Deferred taxes stated as assets |
Deferred taxes stated as liabilities |
Deferred taxes stated as assets |
Deferred taxes stated as liabilities |
|
|---|---|---|---|---|
| 31.12.2008 | 31.12.2007 | |||
| EUR 000 | EUR 000 | EUR 000 | EUR 000 | |
| Receivables and other assets | 19 | 18,045 | 218 | 718 |
| Inventories | 15,282 | 0 | 2,036 | 0 |
| Property, plant and equipment | 0 | 223 | 0 | 156 |
| Intangible assets | 0 | 0 | 360 | 0 |
| Financial assets | 231 | 0 | 319 | 0 |
| Liabilities | 0 | 6 | 0 | 835 |
| Other provisions | 4,502 | 1,231 | 1,962 | 0 |
| 20,034 | 19,505 | 4,895 | 1,709 | |
| Tax loss carry forwards | 1,632 | 0 | 0 | 0 |
| Other consolidation effects incl. value adjustments |
-2,209 | -48 | -1,985 | 1,201 |
| 19,457 | 19,457 | 2,910 | 2,910 | |
| Offsettable share | -17,825 | -17,825 | -1,201 | -1,201 |
| Deferred taxes | 1,632 | 1,632 | 1,709 | 1,709 |
Deferred taxes existed as a result of differences in valuation in the following balance sheet items:
7. Result from discontinued operations
A discontinued operation is a part of a company which is either sold or closed down. A part of a company constitutes a division and its corresponding cash flow, which from an operating standpoint can be clearly separated from the rest of the company for the purposes of accounting.
The result from discontinued operations concerns in 2008 the discontinued "rotor blade projecting division".
The result from discontinued operations stated separately in the profit and loss account is broken down as follows:
| 2008 EUR 000 |
2007 EUR 000 |
|
|---|---|---|
| Revenues | 11,288 | 9,998 |
| Change in inventories | -697 | 1,060 |
| Cost of materials | -5,989 | -5,876 |
| Personnel expenses | -4,225 | -3,246 |
| Depreciation and amortisation | -118 | -526 |
| Other operating expenses | -970 | -1,161 |
| Interest and similar income | 17 | 31 |
| Interest and similar expenses | -328 | -344 |
| Earnings before tax of discontinued operations | -1,022 | -64 |
| Taxes on income of discontinued operations | -148 | -123 |
| Net income from discontinued operations | -1,170 | -187 |
Due to its close relationship with the operating business the result on disposal from the sale of the shares in SSP Technology A/S was not included in the result from discontinued operations (IFRS 5.33) but in the current result from operations. The result on disposal which arose in this respect amounted to euro 26,037,000, consisting of euro 27,090,000 (other operating income) and euro -1,053,000 (reduction in inventories).
8. Earnings per share
Undiluted earnings per share
In 2008 the annual average number of shares amounted to 41,257,079 (prior year: 39,375,915).
The undiluted earnings per share from continuing operations thus amounted per share to euro 0.44 per share (prior year: euro 0.29 per share).
| 2008 | 2007 | |
|---|---|---|
| Consolidated net income (continuing operations) (EUR 000) | 18,220 | 11,286 |
| Weighted average of shares issued | 41,257,079 | 39,375,915 |
| Earnings per share (EUR) | 0.44 | 0.29 |
The undiluted earnings per share from discontinued operations amounted to euro -0.03 per share (prior year: euro 0.00 pre share).
| 2008 | 2007 | |
|---|---|---|
| Result from discontinued operations (EUR 000) | -1,170 | -188 |
| Weighted average of the shares issued | 41,257,079 | 39,375,915 |
| Earnings per share (in EUR) | -0.03 | 0.00 |
Diluted earnings per share
The diluted earnings per share from continuing operations are calculated as follows:
| 2008 | 2007 | |
|---|---|---|
| Consolidated net income before elimination of dilution effects (EUR 000) |
18,220 | 11,286 |
| - interest expense on convertible loan (EUR 000) | 989 | 1.194 |
| Result after elimination (EUR 000) | 19,209 | 12,480 |
| Weighted average of shares issued before dilution effect | 41,257,079 | 39,375,915 |
| + weighted average of convertible shares | 5,136,219 | 5,328,479 |
| Weighted average of shares issued after dilution effect | 46,393,298 | 44,704,394 |
| Diluted earnings per share (EUR) | 0.41 | 0.28 |
The diluted earnings per share from discontinued operations are calculated as follows:
| 2008 | 2007 | |
|---|---|---|
| Consolidated net result before elimination of dilution effects (EUR 000) |
-1,170 | -188 |
| - Interest expenses on convertible bond (EUR 000) | 989 | 1,194 |
| Result after elimination (EUR 000) | -181 | 1,006 |
| Weighted average of shares issued before dilution effects | 41,257,079 | 39,375,915 |
| + weighted average of convertible shares | 5,136,219 | 5,328,479 |
| Weighted average of shares issued after dilution effects | 46,393,298 | 44,704,394 |
| Diluted earnings per share (EUR) | 0.00 | 0.02 |
VIII. Statement of cash flow
1. Liquid assets
Highlights
The liquid assets as at January 1, 2008 and December 31, 2008 correspond in each case to the following item shown in the balance sheet: "Cash and cash equivalents".
2. Explanation of the individual cash flows
The cash flows from operating activities shown in the cash flow statement include the following amounts for interest and tax payments:
| 2008 EUR 000 |
2007 EUR 000 |
|
|---|---|---|
| Interest income | 1,584 | 420 |
| Interest expense | 3,701 | 2,558 |
| Tax payments and reimbursements | 110 | -90 |
3. Payments received from sale of divisions and payments effected within the framework of corporate mergers and establishment of companies
The cash flow from the sale of the shares in SSP Technology A/S is stated in the cash flow from investing activities in the amount of euro 31,750,000.
During the fiscal year payments were made in the amount of euro 152,000 for investments in consolidated units. These concern the acquisition of the shares in the following companies (in parentheses: date of first consolidation and participation amount):
- Plambeck Yeni Enerjiler Ltd. Sirketi, Taksim/Beyoglu, Turkey (27.02.08 / 80 percent)
- Plambeck New Energy UK Ltd., Eastbourne, United Kingdom (02.07.08 / 67.5 percent)
- NH North Hungarian Windfarm Kft., Hatvan, Hungary (07.08.08 / 100 percent)
- Plambeck GM Windfarm Pusztahencse Kft., Pusztahencse, Hungary (07.08.08 / 100 percent)
- Plambeck New Energy Bulgaria OOD, Nessebar, Bulgaria (15.08.08 / 80 percent)
- Plambeck New Energy Yambol OOD, Nessebar, Bulgaria (15.08.08 / 50 percent)
- Plambeck New Energy USA Inc., New York, USA (27.10.08 / 100 percent)
- Plambeck New Energy S.R.L., Bucharest, Romania (27.11.08 / 80 percent
4. Reconciliation between amounts in the statement of cash flow and the balance sheet
The statement of cash flow shows how the liquid assets have changed during the course of the year under report due to the inflow and outflow of funds. In accordance with IAS 7 funds flow is classified according to operating, investing and financing activities. In this respect the effects of the changes of the scope of consolidation are eliminated.
IX. Schedule of shareholders' equity
Transaction costs
During the fiscal year an amount of euro 0 (prior year: euro 560,000) (after deferred taxation) was deducted directly from shareholders' equity as transaction costs.
X. Segment reporting
The internal organisation and management structure as well as the internal reporting to the Board of Management and the Supervisory Board form the basis for the determination of the primary segment reporting format of Plambeck Neue Energien AG. As a result, a categorisation is made into the three sectors of projecting of wind power turbines, generation of electricity and discontinued operations.
A (secondary) regional segmentation will not be presented, since the requirements in accordance with IAS 8 are not fulfilled.
The business relationships between the companies of the Plambeck Group are based in principle on prices, which are also agreed with third parties.
For further details we refer in this respect to the segment reporting as an integral part of these notes.
XI. Supplementary information
1. Contingent liabilities and other financial obligations
Contingent liabilities exist at the balance sheet date in connection with the granting of guarantees for:
| 31.12.2008 EUR 000 |
31.12.2007 EUR 000 |
|
|---|---|---|
| Silbitz biomass power station | 9,341 | 10,885 |
| Various wind power projects | 429 | 429 |
| Other | 3 | 974 |
| 9,773 | 12,288 |
Other financial obligations exist from rental leasing contracts in the amount of euro 734,000 (prior year: euro 1,884,000). Moreover, there are obligations from order commitments for wind power turbines in the amount of euro 39,844,000 (prior year: euro 57,261,000).
The order commitments are fully due within one year. The maturities of the rental and leasing obligations were structured as follows:
| Rental and leasing obligations | EUR 000 |
|---|---|
| Remaining maturity of up to one year | 435 |
| Remaining maturity 1 - 5 years | 299 |
| Remaining maturity in excess of 5 years | 0 |
| 734 |
2. Assumptions of management concerning future developments and other valuation uncertainties
In 2003 a joint venture was set up with the Danish energy group, DONG Energy Power A/S for the Borkum Riffgrund offshore wind farm, which in terms of projecting was by far the most developed of the offshore wind farms within the Plambeck Group. The joint venture, which was established in the legal form of a private limited liability company (GmbH) in respect of two joint venture companies is planning for the completion of the Borkum Riffgrund wind farm in two construction phases. It cannot be assumed with certainty that the final decision will be taken within the framework of this joint venture to complete the Borkum Riffgrund wind farm. Should it occur for whatever reason that the Borkum Riffgrund wind farm cannot be completed, this would have a negative effect on the asset, financial and earnings situation of Plambeck, also due to the high requirement for depreciation which would arise. Even in the case of a decision to realise the Borkum Riffgrund wind farm, it cannot be assumed with certainty that the completion would suc-ceed at the currently assumed conditions, in particular with regard to the currently calculated expenses.
It can finally also not be guaranteed that the joint venture founded by Plambeck and DONG Energy Power A/S will exist and be continued in the longer term, as is planned by the two joint venture partners. Should the cooperation of Plambeck with DONG Energy Power A/S not succeed within the framework of the planned completion of the Borkum Riffgrund wind farm, this would have a negative effect on the asset, financial and earnings situation of the Company. Under certain circumstances a failure of the cooperation could result in the Company losing its control of the Borkum Riffgrund offshore wind farm project and not to participate economically in its eventual later completion. This would also have a negative influence on the asset, financial and earnings situation of Plambeck.
3. Announcements in accordance with Article 21 Paragraph 1 Securities Trading Law (WpHG) In accordance with the disclosure obligations as per Section 21 Paragraph 1 of the Securities Trading Law (WpHG) the following announcements were submitted to us, which were published in accordance
Announced by Fidelity International:
with Section 26 Paragraph 1:
In accordance with Section 21 Paragraph 1 of the Security Trading Law (WpHG) Fidelity International, Surrey, United Kingdom made the following subsequent announcement to us in the name of and behalf of Fidelity Management & Research Company, Boston, USA and Fidelity Commonwealth Trust, Boston, USA:
On December 22, 2006 Fidelity Management & Research Company exceeded the threshold of 5 percent of the voting shares of Plambeck Neue Energien AG. On this day Fidelity Management & Research Company held 9.87 percent of the voting shares in Plambeck Neue Energien AG (3,700,000 voting shares).
All these voting shares are allocable to Fidelity Management & Research Company in accordance with Section 22 Paragraph 1 No. 6 of the Securities Trading Law (WpHG). The voting shares were also allocable to Fidelity Management & Research Company through Fidelity Commonwealth Trust, which as a shareholder held 3 percent or more of the voting shares in Plambeck Neue Energien AG.
Furthermore, in accordance with Section 21 Paragraph 1 of the Securities Trading Law (WpHG) Fidelity International, Surrey, United Kingdom subsequently informed us of the following in the name of and on behalf of Fidelity Commonwealth Trust, Boston, USA:
On December 22, 2006 Fidelity Commonwealth Trust exceeded the threshold of 5 percent of the voting shares of Plambeck Neue Energien AG. On this day Fidelity Commonwealth Trust held 9.87 percent of the voting shares in Plambeck Neue Energien AG (3,700,000 voting shares).
Announced by Financière de Champlain:
In accordance with Section 21 Paragraph 1 of the Securities Trading Law (WpHG) Financière de Champlain, Paris, France, announced to us that the share of Financière de Champlain in the voting shares of Plambeck Neue Energien AG exceeded the threshold of 3 percent on April 19, 2007 and amounted on this day to 3.03 percent of the voting shares (1,250,765 voting shares).
Announced by Financière de Champlain:
In accordance with Section 21 Paragraph 1 of the Securities Trading Law (WpHG) Financière de Champlain, Paris, France, announced to us that the share of Financière de Champlain in the voting shares of Plambeck Neue Energien AG exceeded the threshold of 5 percent on December 27, 2007 and amounted on this day to 6.01 percent of the voting shares (2,479,192 voting shares).
Announced by Financière de Champlain:
In accordance with Section 21 Paragraph 1 of the Securities Trading Law (WpHG) Financière de Champlain, Paris, France, announced to us that the share of Financière de Champlain in the voting shares of Plambeck Neue Energien AG fell below the threshold of 5 percent on May 8, 2008 and amounted on this day to 4.84 percent of the voting shares (1,998,168 voting shares).
Announced by Financière de Champlain:
In accordance with Section 21 Paragraph 1 of the Securities Trading Law (WpHG) Financière de Champlain, Paris, France, announced to us that the share of Financière de Champlain in the voting shares of Plambeck Neue Energien AG exceeded the threshold of 5 percent on May 27, 2008 and amounted on this day to 5.11 percent of the voting shares (2,108,036 voting shares).
Announced by Dr. Norbert Reinhardt:
In accordance with Section 21 Paragraph 1 and Section 22 Paragraph 1 No. 6 of the Securities Trading Law (WpHG) Dr. Norbert Reinhard informed us that his share in the voting shares of Plambeck Neue Energien AG exceeded the thresholds of 3, 5 and 10 percent on June 9, 2008 and amounted on this day to 12.02 percent (4,959,777 voting shares).
Of those 12.02 percent (4,959,767 voting shares) are allocable to him in accordance with Section 22, Paragraph 1 No. 6 of the Securities Trading Law (WpHG). The powers of attorney are only valid for the ordinary general meeting of shareholders on June 11, 2008. Following the general meeting of shareholders the share in the voting rights would again fall to 0.00 percent (10 voting shares).
Voting shares are allocable to him from the following shareholders, whose share of voting rights in Plambeck Neue Energien AG amount in each case to 3 percent or more: Credit Suisse Securities (Europe) Limited, London Financière de Champlain, Paris.
Announced by Financière de Champlain:
In accordance with Section 21 Paragraph 1 of the Securities Trading Law (WpHG) Financière de Champlain, Paris, France, announced to us that the share of Financière de Champlain in the voting shares of Plambeck Neue Energien AG fell below the threshold of 5 percent on June 25, 2008 and amounted on this day to 4.71 percent of the voting shares (1,943,458 voting shares).
Announced by Credit Suisse:
In accordance with Section 21 Paragraph 1 and Section 24 of the Securities Trading Law (WpHG) Credit Suisse Group, Zürich, Switzerland, announced to us the following in the name of and behalf of the companies listed below:
The share in the voting rights of Credit Suisse, Zürich, Switzerland and of Credit Suisse Group, Zürich, Switzerland in Plambeck Neue Energien AG exceeded the threshold of 5 percent on September 5, 2008 and amounted on this day to 5.01 percent (2,066,228 voting shares). This share in the voting rights is in each case to be fully allocable to the companies mentioned in this paragraph in accordance with Section 22 Paragraph 1 No. 1 of the Securities Trading Law (WpHG).
For the sake of complete information attention is drawn to the fact that the announced share in the voting rights of Credit Suisse Securities (Europe) Limited, London, England in Plambeck Neue Energien AG continued to exceed the threshold of 3 percent on September 5, 2008 and amounted to 4.94 percent (2,040,228 voting shares).
In view of the announcement of the above-mentioned share in voting rights of Credit Suisse Securities (Europe) Limited, the share of shareholding rights of the companies affiliated with it, namely Credit Suisse (International) Holding AG, Zug, Switzerland, Credit Suisse Investments (UK), London, England and Credit Suisse Investment Holdings (UK), London, England in Plambeck Neue Energien AG also continued to exceed on September 5, 2008 the threshold of 3 percent and amounted on this day to 4.94 percent (2,040,228 voting shares). In accordance with Section 22 Paragraph 1 No. 1 of the Securities Trading Law (WpHG) this share of shareholding rights is fully allocable in each case to the companies mentioned in this paragraph.
The chain of the controlling companies is as follows (beginning with the lowest company): Credit Suisse Securities (Europe) Ltd., Credit Suisse Investment Holdings (UK), Credit Suisse Investments (UK), Credit Suisse (International) Holding AG, Credit Suisse and Credit Suisse Group.
Announced by Credit Suisse:
Credit Suisse Group, Zürich, Switzerland, announced to us in accordance with Section 21 Paragraph 1 and Section 24 of the Securities Trading Law (WpHG) the following in the name and on behalf of the companies mentioned below:
The share in voting rights of Credit Suisse, Zürich, Switzerland and the Credit Suisse Group, Zürich, Switzerland in Plambeck Neue Energien AG fell below the threshold of 5 percent on September 10, 2008 amounted on this day to 4.99 percent (2,059,384 voting rights) in each case. On September 11, 2008 the threshold of 5 percent was again exceeded and the share in voting rights amounted in each case to 5.0002 percent (2,063,467 voting shares). On September 12, 2008 the holdings again fell below the threshold of 5 percent and the share of voting rights amounted on this day in each case to 4.89 percent (2,019,537 voting shares). In accordance with Section 22 Paragraph 1 No. 1 of the Securities Trading Law (WpHG) this share of shareholding rights is fully allocable in each case to the companies mentioned in this paragraph.
For the sake of complete information attention is drawn to the fact that the announced share in voting rights of Credit Suisse Securities (Europe) Limited, London, England in Plambeck Neue Energien AG as at September 10, September 11 and September 12 continued to exceed the threshold of 3 percent and amounted on these days to 4.93 percent (2,033,384 voting shares), 4.94 percent (2,037,467 voting shares) and 4.83 percent (1,993,537 voting shares).
In view of the announcement above of the share in voting rights of Credit Suisse Securities (Europe) Limited, the share of shareholding rights of the companies affiliated with it, namely Credit Suisse (International) Holding AG, Zug, Switzerland, Credit Suisse Investments (UK), London, England and Credit Suisse Investment Holdings (UK), London, England in Plambeck Neue Energien AG also continued to exceed on September 10, 2008 September 11, 2008 and September 12, 2008 the threshold of 3 percent and amounted on these days in each case to 4.93 percent (2,033,384 voting shares), 4.94 percent (2,037,467 voting shares) and 4.83 percent (1,993,537 voting shares). In accordance with Section 22 Paragraph 1 No. 1 of the Securities Trading Law (WpHG) this share of shareholding rights is fully allocable in each case to the companies mentioned in this paragraph.
The chain of the controlling companies is as follows (beginning with the lowest company): Credit Suisse Securities (Europe) Ltd., Credit Suisse Investment Holdings (UK), Credit Suisse Investments (UK), Credit Suisse (International) Holding AG, Credit Suisse and Credit Suisse Group.
Announced by Credit Suisse:
Credit Suisse Group, Zürich, Switzerland, announced to us in accordance with Section 21 Paragraph 1 and Section 24 of the Securities Trading Law (WpHG) the following in the name and on behalf of the companies mentioned below:
The share in voting rights of Credit Suisse Securities (Europe) Limited, London, United Kingdom in Plambeck Neue Energien AG fell below the threshold of 3 percent on October 30, 2008 and amounted on this day to 2.644 percent (1,090,983 voting shares).
In view of the announcement above of the share in voting rights of Credit Suisse Securities (Europe) Limited, the share of shareholding rights of the companies affiliated with it, namely Credit Suisse (International) Holding AG, Zug, Switzerland, Credit Suisse Investments (UK), London, England and Credit Suisse Investment Holdings (UK), London, England in Plambeck Neue Energien AG also fell below the threshold of 3 percent on October 30, 2008 and amounted on this day to 2.644 percent (1,090,983 voting shares). In accordance with Section 22 Paragraph 1 No. 1 of the Securities Trading Law (WpHG) this share of shareholding rights is fully allocable in each case to the companies mentioned in this paragraph.
The share in voting rights of Credit Suisse, Zürich, Switzerland and the Credit Suisse Group, Zürich, Switzerland in Plambeck Neue Energien AG also fell below the threshold of 3 percent on October 30, 2008 and amounted on this day to 2.707 percent (1,116,983 voting shares). In accordance with Section 22 Paragraph 1 Sentence 1 No. 1 of the Securities Trading Law (WpHG) this share of shareholding rights is fully allocable in each case to the companies mentioned in this paragraph.
The chain of the controlling companies is as follows (beginning with the lowest company): Credit Suisse Securities (Europe) Ltd., Credit Suisse Investment Holdings (UK), Credit Suisse Investments (UK), Credit Suisse (International) Holding AG, Credit Suisse and Credit Suisse Group.
4. Relationships to related companies and persons
With regard to the financial statements of Plambeck Neue Energien AG and its subsidiaries included in the consolidated financial statements please consult the schedule of participations.
During the fiscal year 2008 there were the following transactions with related persons.
• Plambeck Neue Energien AG and Plambeck Neue Energien Betriebs und Beteiligungsgesellschaft GmbH have concluded consulting contracts for the provision of EDP services with net.curity InformationsTechnologien GmbH, whose managing shareholder, Mr. Rafael Vazquez, is a member of the Supervisory Board. During the fiscal year 2008 there were transactions in an amount of euro 145,000 net as well as euro 30,000 respectively. These business transactions took place on an arm's length basis.
The Company has granted interest-bearing loans to members of the Board of Management. The loan to Mr. Martin Billhardt amounts to euro 178,706.21 and that to Dr. Wolfgang von Geldern to euro 175,000,00. These loans bear interest at a rate of 3 percent over Euribor. Dr. Wolfgang von Geldern has repaid the loan including interest during the period under report. These business transactions took place on an arm's length basis.
The remuneration and the ownership of shares of the Supervisory Board and the Board of Management are explained under Section XII.5.
5. Information on the Supervisory Board and the Board of Management
Supervisory Board Mr. Dieter K. Kuprian, Berlin, banker (Chairman) Mr. Dr. Peter Fischer, Cuxhaven, management consultant, (Deputy Chairman) Mr. Horst Kunkel, Bietigheim, businessman Mr. Timm Weiss, Cuxhaven, lawyer (until June 11, 2008) Professor Reza Abhari, Zürich, Switzerland, university professor (since June 11, 2008) Mr. Alfred Mehrtens, Cuxhaven, farmer Mr. Rafael Vazquez Gonzales, Cuxhaven, businessman
Mr. Dieter K. Kuprian is and was a member of the Supervisory Board or a member of another controlling body of the following companies within the meaning of Section 125 Paragraph 1 Sentence 3 of the German Stock Corporation Act (AktG):
ERLAU AG, Aalen/Unterkochen Intersoft Consulting Services GmbH, Hamburg (since July 17, 2008) Mr. Horst Kunkel is and was a member of the supervisory board or a member of another controlling body of the following companies within the meaning of Section 125 Paragraph 1 Sentence 3 of the German Stock Corporation Act (AktG):
GfM, Gesellschaft für Mittelstandsberatung GmbH, Berlin (until November 18, 2008) Betz Holding GmbH & Co. KG, Reutlingen Albatros Industrieprodukte GmbH & Co. KG, Berlin (since September 29, 2008) Röcker Verwaltungsgesellschaft mbH, Woringen
Professor Dr. Reza Abhari is and was a member of the supervisory board or a member of another controlling body of the following companies within the meaning of Section 125 Paragraph 1 Sentence 3 of the German Stock Corporation Act (AktG):
First Climate AG, Switzerland (since February 2008)
During the fiscal year 2008 the fixed remuneration of the Supervisory Board amounted to euro 113,000 (prior year: euro 104,000). The Chairman receives euro 8,000, the Deputy Chairman euro 6,000 and the other members of the Supervisory Board euro 4,500 as fixed compensation. Moreover, each member of the Supervisory Board received euro 1,500 per meeting. Variable remuneration was paid during the period under report in the amount of euro 67,000. Furthermore, the Company bears the costs of a directors and officers (D&O) insurance for all members of the Supervisory Board.
Of the members of the Supervisory Board of the Company Mr. Alfred Mehrtens held 346 shares of the Company as at December 31, 2008.
Board of Management Mr. Martin Billhardt, Cuxhaven (Chairman of the Board of Directors) Dr. Wolfgang von Geldern, Nordholz (until June 11, 2008) Mr. Bernd Paulsen, Fahrdorf (since July 1 2008)
Mr. Martin Billhardt is and was a member of the supervisory board or a member of another controlling body of the following companies within the meaning of Section 125 Paragraph 1 Sentence 3 of the German Stock Corporation Act (AktG):
Plambeck Neue Energien Biomasse AG, Cuxhaven Deutsche Rohstoff AG, Frankfurt
| Fixed salary 2008 EUR 000 |
Variable salary 2008 EUR 000 |
Other remuneration 2008 EUR 000 |
Total remuneration 2008 EUR 000 |
|
|---|---|---|---|---|
| Bernd Paulsen | 85 | 60 | 0 | 145 |
| Martin Billhardt | 268 | 180 | 110 | 558 |
| Dr. Wolfgang von Geldern | 92 | 1,059 | 255 | 1,406 |
| 445 | 1,299 | 365 | 2,109 |
The members of the Board of Management received for their activities during the fiscal year 2008 total remuneration in the amount of euro 2,109,000, which was broken down as follows:
The other compensation of Dr. Wolfgang von Geldern in the amount of euro 255,000 includes the accumulated amounts of the fixed salary for the period up to December 31, 2009 after deduction of a partial amount of 60 percent of his future consulting fees and a discount of 5 percent per annum. The variable compensation of Dr. Wolfgang von Geldern includes provisions for bonus claims for the years 2008 and 2009 in the amount of euro 474,000.
With regard to the members of the Board of Management 50,000 shares were allocable to Mr. Martin Billhardt as at December 31, 2008; furthermore Mr. Bernd Paulsen held 2,500 shares of the Company.
Additional information for German parent companies in the consolidated financial statements as per IFRS in accordance with Section 315a of the German Commercial Code (HGB)
6. Auditors' fees
During the fiscal year the following expenses were incurred with regard to auditors' fees:
| EUR 000 | |
|---|---|
| Audit (individual and consolidated financial statements) | 120 |
| Other auditing and valuation services | 28 |
| Other consulting services | 66 |
7. German Corporate Governance Code
The Corporate Governance Code is a legal guideline for the controlling and supervision of stock market listed companies in Germany. It combines internationally as well as nationally recognised standards for responsible management. The objective of the guideline is to promote the confidence of investors, customers, employees and the public in German management.
In accordance with Section 161 AktG the Board of Management and the Supervisory Board have issued the declaration of compliance and made this generally accessible in the internet.
In accordance with Section 161 of the German Stock Corporation Act (AktG) the Board of Management declared on November 2, 2008 and the Supervisory Board of Plambeck Neue Energien AG on December 8, 2008 that the Corporate Governance Code had been complied with except for Regulation 3.8. The Board of Management and the Supervisory Board furthermore declare in accordance with Section 161 AktG that the Corporate Governance Code will also be complied with during the fiscal year 2008 with the exception of Regulation 3.8.
In No. 3.8 of the German Corporate Governance Code it is recommended that a deductible be agreed on the conclusion of a D & O insurance. This did not occur at the conclusion of a new D & O insurance due to the structure of the contract. The insurance which was chosen did not foresee a deductible.
The declaration of compliance is attributable to the German Corporate Governance Code in its version of June 14, 2007.
The Corporate Governance report is included in the annual report and on the homepage of Plambeck Neue Energien AG under www.pne.de/Investor Relations/Corporate Governance.
8. Information on employees
Average annual number of employees
| 2008 | 2007 | |
|---|---|---|
| Wage-earning employees | 69 | 83 |
| Salaried employees | 91 | 70 |
| Executives (excluding Board of Management of PNE AG) | 21 | 18 |
| 181 | 171 |
Cuxhaven, February, 27 2009 Plambeck Neue Energien Aktiengesellschaft
Martin Billhardt Bernd Paulsen Chairman of the Board of Management Member of the Board of Management
Auditors' report
We have audited the consolidated financial statements prepared by Plambeck Neue Energien AG, Cuxhaven, comprising the balance sheet, the income statement, statement of changes in shareholders' equity, cash flow statement, segment reporting and the notes to the consolidated financial statements, together with the combined management and group management report for the fiscal year from January 1 to December 31, 2008. The preparation of the consolidated financial statements and the management report as well as the group management report in accordance with IFRS as adopted by the EU, and the additional requirements of German commercial law pursuant to Section 315a Paragraph 1 HGB and supplementary provisions of the articles of incorporation are the responsibility of the company's management. Our responsibility is to express an opinion on the consolidated financial statements and on the combined management and group management report based on our audit.
We conducted our audit of the consolidated financial statements in accordance with Section 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany – IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting framework and in the combined management and group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accountingrelated internal control system and the evidence supporting the disclosures in the consolidated financial statements and the combined manage-ment and group management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in the consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and the combined management and group management report. We believe that our audit provides a reasonable basis for our opinion
Our audit has not led to any reservations.
In our opinion, based on the findings of our audit, the consolidated financial statements conform with IFRS as adopted by the EU, the additional requirements of German commercial law pursuant to Section 315a Paragraph 1 HGB and supplementary provisions of the articles of incorporation and IFRS and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The combined management and group management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group's position and suitably presents the opportunities and risks of future development.
Stuttgart, March 11, 2009
Ebner Stolz Mönning Bachem GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft
Martina Schaaf Christian Fuchs Auditor Auditor
Financial statements of the AG
Contents
- 125 Profit and loss account
- 126 Balance sheet
- 128 Statement of cash flow
- 129 Development of shareholders' equity (HGB)
- 130 Schedule of fixed assets
- 132 Schedule of liabilities
- 134 Auditors' report
Profit and loss account
of Plambeck Neue Energien AG (HGB) for the period from January 1 to December 31, 2008
| 2008 | 2007 | |
|---|---|---|
| EUR | EUR 000 | |
| 1. Revenues | 12,836,326.32 | 41,286 |
| 2. Increase in work in process | 45,449,232.72 | -6,074 |
| 3. Other operating income | 1,805,920,14 | 28,274 |
| 4. Total aggregate output | 60,091,479.18 | 63,486 |
| 5. Cost of purchased materials | ||
| a) Cost of raw materials, supplies and purchased materials | -44,265,769.33 | -32,941 |
| b) Cost of purchased services | -13,759,511.60 | -9,547 |
| -58,025,280.93 | -42,488 | |
| 6. Personnel expenses | ||
| a) Wages and salaries | -5,192,248.60 | -4,041 |
| b) Social security contributions | -540,300.40 | -515 |
| -5,732,549.00 | -4,557 | |
| 7. Amortisation and depreciation of intangible assets and items of property, plant and equipment |
-628,932.21 | -574 |
| 8. Other operating expenses | -7,392,608.76 | -15,146 |
| 9. Operating result | -11,687,891.72 | 722 |
| 10. Income from participations | 26,775,175.63 | 246 |
| 11. Other interest and similar income | 1,834,570.01 | 3,239 |
| 12. Amortisation of financial assets | -650,000.00 | 0 |
| 13. Interest and similar expenses | -2,160,084.55 | -2,090 |
| 14. Profit from ordinary operations | 14,111,769.37 | 2,116 |
| 15. Extraordinary income | 27,255,149.25 | 3,921 |
| 16. Extraordinary expenses | -28,637,830.75 | -4,118 |
| 17. Extraordinary result | -1,382,681.50 | -197 |
| 18. Taxes on income (prior year: taxes on income reimbursed) | -1,630,087.50 | 28 |
| 19. Other taxes | -124,139.75 | -108 |
| 20. Net income | 10,974,860.62 | 1,839 |
| 21. Increase in participation certificate capital | -489,624.70 | 0 |
| 22. Loss carried forward | -21,058,531.02 | -22,897 |
| 23. Retained loss | -10,573,295.10 | -21,059 |
| Earnings per share (undiluted, in EUR) | 0.27 | 0.05 |
| Average number of shares in circulation (undiluted) (in thousands) | 41,257 | 39,376 |
| Earnings per share (diluted, in EUR) | 0.26 | 0.07 |
| Average number of shares in circulation (diluted) (in thousands) | 46,393 | 44,704 |
Balance sheet
of Plambeck Neue Energien AG (HGB) as at December 31, 2008
| Assets | 2008 | 2007 |
|---|---|---|
| EUR | EUR 000 | |
| A. Fixed assets | ||
| I. Intangible assets | ||
| Franchises, trademarks, licences and other similar rights as well as licences from such rights |
70,034.05 | 61 |
| 70,034.05 | 61 | |
| II. Property, plant and equipment | ||
| 1. Land and buildings including buildings on third-party land | 15,033,817.57 | 14,706 |
| 2. Technical equipment and machinery | 119,395.70 | 96 |
| 3. Other plant and machinery, fixtures and fittings | 364,407.25 | 438 |
| 15,517,620.52 | 15,240 | |
| III. Financial assets | ||
| 1. Participations in associate companies | 16,897,114.38 | 21,892 |
| 2. Participations | 2,422,000.66 | 2,422 |
| 3. Other loans | 770,697.49 | 756 |
| 20,089,812.53 | 25,070 | |
| Total fixed assets | 35,677,467.10 | 40,371 |
| B. Current assets | ||
| I. Inventories | ||
| 1. Work in process | 63,737,896.42 | 17,254 |
| 2. Finished goods | 5,013.78 | 4 |
| 3. Prepayments | 74,847,925.71 | 11,561 |
| 138,590,835.91 | 28,819 | |
| II. Receivables and other assets | ||
| 1. Trade receivables | 1,352,863.38 | 3,690 |
| 2. Receivables from associated companies | 8,069,924.47 | 13,069 |
| 3. Receivables from participations | 2,544,642.09 | 1,495 |
| 4. Other assets | 2,986,227.69 | 3,111 |
| 14,953,657.63 | 21,365 | |
| III. Cash on hand and cash in banks | 22,779,913.82 | 11,554 |
| Total current assets | 176,324,407.36 | 61,738 |
| C. Deferred charges | 355,484.12 | 114 |
| Total assets | 212,357,358.58 | 102,223 |
| Group Consolidated Financial Highlights To the shareholders management report financial statements statements of the AG |
|---|
| ---------------------------------------------------------------------------------------------------------------------------------------------- |
| Liabilities | 2008 | 2007 |
|---|---|---|
| EUR | EUR 000 | |
| A. Shareholders' equity | ||
| I. Capital subscribed | 41,267,368.00 | 41,247 |
| Conditional capital EUR 9,007,226.00 | ||
| II. Capital reserves | 23,194,108.21 | 23,137 |
| III. Retained losses | -10.573.295,10 | -21,059 |
| IV. Participation certificate capital | 489,625.70 | 0 |
| Total shareholders' equity | 54,377,806.81 | 43,325 |
| B. Special items for investment grants | 1,345,506.81 | 1,392 |
| C. Provisions | ||
| 1. Provision for taxes | 2,041,782.14 | 4 |
| 2. Other taxes | 7,357,452.54 | 7,551 |
| 9,399,234.68 | 7,555 | |
| D. Liabilities | ||
| 1. Loans | 16,480,437.50 | 19,896 |
| 2. Liabilities to banks | 8,722,797.38 | 8,500 |
| 3. Prepayments received on orders | 110,807,761.66 | 13,993 |
| 4. Trade payables | 8,378,340.99 | 1,450 |
| 5. Liabilities to associated companies | 1,279,012.65 | 59 |
| 6. Other liabilities | 1,430,053.10 | 5,909 |
| Total liabilities | 147,098,403.28 | 49,807 |
| E. Deferred income | 136,407.00 | 144 |
| Total liabilities and shareholders' equity | 212,357,358.58 | 102,223 |
Statement of cash flow
of Plambeck Neue Energien AG (HGB) for the period from January 1 to December 31, 2008
| 2008 | 2007 | ||
|---|---|---|---|
| EUR 000 | EUR 000 | ||
| Net income | 10,975 | 1,839 | |
| + | Amortisation and depreciation of intangible assets and items of property, plant and equipment |
629 | 574 |
| + | Amortisation of financial assets | 650 | 0 |
| + | Increase in provisions | 1,844 | 239 |
| +/- Other non-cash effective expenses and income | -158 | 0 | |
| - | Gain from the disposal of fixed assets | -25,000 | -22,379 |
| -/+ Increase / decrease of inventories and other assets | -106,584 | 5,596 | |
| + | Increase in trade receivables | 2,337 | 4,947 |
| + | Increase in trade payables and other liabilities | 100,430 | 1,736 |
| Cash flow from operating activities | -14,877 | -7,448 | |
| + | Inflow of funds from disposal of items of property, plant and equipment | 23 | 0 |
| - | Outlow of funds for investments in intangible assets and property, plant and equipment |
-923 | -284 |
| + | Inflow of funds from the disposal of financial assets | 31,750 | 25,500 |
| - | Outflow of funds for investments in financial assets | -1,790 | -15,694 |
| Cash flow from investing activities | 29,060 | 9,522 | |
| + | Inflow of funds from additions to shareholders' equity | 0 | 14,062 |
| + | Inflow of funds from take down of financial loans | 762 | 0 |
| Outflow of funds from the repayment of bonds | -3,180 | 0 | |
| - | Outflow of funds from the repayment of financial liabilities | -539 | -11,482 |
| Cash flow from financing activities | -2,957 | 2,580 | |
| Cash effective change in liquid funds (≤ 3 months) | 11,226 | 4,654 | |
| + | Additions to liquid funds within the context of a merger | 0 | 67 |
| + | Liquid funds (≤ 3 months as at the beginning of the period) | 11,554 | 6,833 |
| Liquid funds (≤ 3 months as at the end of the period) | 22,780 | 11,554 |
Supplementary note: the value of the liquid funds as at 31.12. corresponds to the balance sheet item "cash on hand and cash in banks, etc."
Development of shareholders' equity (HGB)
of Plambeck Neue Energien AG (HGB), for the fiscal year from January 1 to December 31, 2008
| Capital subscribed |
Capital reserve |
Participation certificate capital |
Retained earnings / losses |
Total shareholders equity |
|
|---|---|---|---|---|---|
| EUR | EUR | EUR | EUR | EUR | |
| Status as at January 1, 2007 |
37,451,057.00 | 12,699,247.96 | 1.00 | -22,897,439.36 | 27,252,866.60 |
| Capital increase in cash | 3,749,695.00 | 10,311,661.25 | 0.00 | 0.00 | 14,061,356.25 |
| Convertible bond 2004/2009 | 45,925.00 | 126,300.00 | 0.00 | 0.00 | 172,225.00 |
| Net income 2007 | 0.00 | 0.00 | 0.00 | 1,838,908.34 | 1,838,908.34 |
| Status as at December 31, 2007 |
41,246,677.00 | 23,137,209.21 | 1.00 | -21,058,531.02 | 43,325,356.19 |
| Convertible bond 2004/2009 | 20,691.00 | 56,899.00 | 0.00 | 0.00 | 77,590.00 |
| Increase of participation certificate capital |
0.00 | 0.00 | 489,624.70 | -489,624.70 | 0.00 |
| Net income 2008 | 0.00 | 0.00 | 0.00 | 10,974,860.62 | 10,974,860.62 |
| Status as at December 31, 2008 |
41,267,368.00 | 23,194,108.21 | 489,625.70 | -10,573,295.10 | 54,377,806.81 |
Schedule of fixed assets
of Plambeck Neue Energien AG for the fiscal year 2008
| Acquisition and manufacturing cost | |||||
|---|---|---|---|---|---|
| Status as at 01.01.2008 |
Additions | Disposals | Status as at 31.12.2008 |
||
| EUR | EUR | EUR | EUR | ||
| I. Intangible assets | |||||
| Franchises, trademarks and similar rights as well as licences to such rights |
229,096.41 | 28,578.44 | 0.00 | 257,674.85 | |
| 229,096.41 | 28,578.44 | 0.00 | 257,674.85 | ||
| II. Property, plant and equipment | |||||
| 1. Land and buildings including buildings on third party land |
17,006,746.64 | 794,650.43 | 0.00 | 17,801,397.07 | |
| 2. Technical equipment and machinery | 140,159.01 | 32,625.66 | 0.00 | 172,784.67 | |
| 3. Other equipment, fixtures and furnishings |
1,876,205.04 | 67,104.94 | 21,241.75 | 1,922,068.23 | |
| 4. Prepayments and plant under construction | 9,350.00 | 0.00 | 0.00 | 9,350.00 | |
| 19,032,460.69 | 894,381.03 | 21,241.75 | 19,905,599.97 | ||
| III. Financial assets | |||||
| 1. Shares in associated companies | 56,118,299.63 | 2,397,857.03 | 39,382,792.28 | 19,133,364.38 | |
| 2. Participations | 2,422,000.66 | 0.00 | 0.00 | 2,422,000.66 | |
| 3. Other loans | 755,972.67 | 36,724.82 | 22,000.00 | 770,697.49 | |
| 59,296,272.96 | 2,434,581.85 | 39,404,792,28 | 22,326,062.53 | ||
| 78,557,830.06 | 3,357,541.32 | 39,426,034.03 | 42,489,337.35 |
| Highlights | To the shareholders | Group management report |
Consolidated financial statements |
Financial statements of the AG |
|
|---|---|---|---|---|---|
| Book values | Accumulated amortisation and depreciation | ||||
|---|---|---|---|---|---|
| Status as at 31.12.2007 |
Status as at 31.12.2008 |
Status as at 31.12.2008 |
Disposals | Additions | Status as at 01.01.2008 |
| EUR | EUR | EUR | EUR | EUR | EUR |
| 61,316.29 | 70,034.05 | 187,640.80 | 0.00 | 19,860.68 | 167,780.12 |
| 61,316.29 | 70,034.05 | 187,640.80 | 0.00 | 19,860.68 | 167,780.12 |
| 14,706,426.95 | 15,033,817.57 | 2,767,579.50 | 0.00 | 467,259.81 | 2,300,319.69 |
| 96,041.38 | 119,395.70 | 53,388.97 | 0.00 | 9,271.34 | 44,117.63 |
| 437,520.71 | 364,407.25 | 1,557,660.98 | 13,563.73 | 132,540.38 | 1,438,684.33 |
| 0.00 | 0.00 | 9,350.00 | 0.00 | 0.00 | 9,350.00 |
| 15,239,989.04 | 15,517,620.52 | 4,387,979.45 | 13,563.73 | 609,071.53 | 3,792,471.65 |
| 21,891,667.25 | 16,897,114.38 | 2,236,250.00 | 32,640,382.38 | 650,000.00 | 34,226,632.38 |
| 2,422,000.66 | 2,422,000.66 | 0.00 | 0.00 | 0.00 | 0.00 |
| 755,972.67 | 770,697.49 | 0.00 | 0.00 | 0.00 | 0.00 |
| 25,069,640.58 | 20,089,812.53 | 2,236,250.00 | 32,640,382.38 | 650,000.00 | 34,226,632.38 |
| 40,370,945.91 | 35,677,467.10 | 6,811,870.25 | 32,653,946.11 | 1,278,932.21 | 38,186,884.15 |
Schedule of liabilities
of Plambeck Neue Energien AG (HGB) as at December 31, 2008
| Maturities | |||||
|---|---|---|---|---|---|
| Up to one year |
One to five years |
More than five years |
Total amount | ||
| Type of liabilities | EUR | EUR | EUR | EUR | |
| 1. Loans | 16,480,437.50 | 0.00 | 0.00 | 16,480,437.50 | |
| 2. Liabilities to banks | 504,762.67 | 2,203,492.82 | 6,014,541.89 | 8,722,797.38 |
| 3. Prepayments received on orders | 110,807,761.66 | 0.00 | 0.00 | 110,807,761.66 |
|---|---|---|---|---|
| 4. Trade liabilities | 8,378,340.99 | 0.00 | 0.00 | 8,378,340.99 |
| 5. Liabilities to associated companies | 1,279,012.65 | 0.00 | 0.00 | 1,279,012.65 |
| 6. Other liabilities | 1,430,053.10 | 0.00 | 0.00 | 1,430,053.10 |
| of which from taxes: EUR 65,986.94 (prior year: EUR 964,000) |
||||
| of which for social security EUR 0,00 (prior year: EUR 0.00) |
||||
| Total | 138,880,368.57 | 2,203,492.82 | 6,014,541.89 | 147,098,403.28 |
| Highlights | To the shareholders | Group management report |
Consolidated financial statements |
Financial statements of the AG |
|
|---|---|---|---|---|---|
| Securities | |
|---|---|
| None | |
| 1. Registered mortgage of EUR 10,007,000 on the property at Peter-Henlein-Str. 2-4, Cuxhaven. As at 31.12.2008 EUR 8,048,000 had been drawn down |
|
| 2. Assignment of the rental income from the property at Peter-Henlein-Str. 2 - 4, Cuxhaven. |
|
| 3. Registered mortgage of EUR 1,100,000 on the property at Humphry-Davy-Str. 1, Cuxhaven. As at 31.12.2008 EUR 674,000 had been drawn down |
|
| None | |
| As is usual in the branch, retention of title exists with regard to items delivered. |
|
| None | |
| None | |
Auditors' report
We have audited the financial statements of Plambeck Neue Energien AG, Cuxhaven, for the fiscal year from January 1 to December 31, 2008, consisting of the balance sheet, the income statement as well as the notes to the financial statements including the accounting records and the combined management and group management report. The accounting and the preparation of the financial statements and the combined management and group management report in accordance with the requirements of German commercial law and the supplementary provisions of the articles of association are the responsibility of the management of the company. Our responsibility is to express an opinion on the financial statements including the accounting and the combined management and group management report on the basis of our audit.
We have conducted our audit of the financial statements in accordance with Section 317 HGB and the German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in German – IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the financial statements drawn up in accordance with generally accepted accounting standards and in the combined management and group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Company and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the accounting records, the financial statements and the combined management and group management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the accounting principles applied and the significant assumptions made by the management of the company as well as the overall presentation of the financial statements and the combined management and group management report. We believe that our audit provides a reasonable basis for our opinion
Our audit has not led to any reservations.
In our opinion, based on the findings of our audit, the financial statements conform to the legal requirements as well as the supplementary provisions of the articles of association and give a true and fair view in accordance with generally accepted accounting standards of the net assets, financial position and results of operations of the Company. The combined management and group management report is consistent with the financial statements and as a whole provides a suitable view of the company's position and suitably presents the opportunities and risks of future development.
Stuttgart, February 28, 2009
Ebner Stolz Mönning Bachem GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft
Martina Schaaf Christian Fuchs Auditor Auditor
Glossary
| BSH: | Abbreviation for Federal Office for Shipping and Hydrographics in Hamburg |
|---|---|
| EEG: | Renewable Energies Law, which defines the type and scope of the promotion of regenerative energy |
| HGB: | German Commercial Code, which defines the German accounting principles; decisive for the capability for the distribution of dividends for stock market listed companies in Germany |
| International Financial Reporting Standards (IFRS): |
International Financial Reporting Standards, the objective of which is the comparability of financial statements of (mainly stock market listed) companies |
| IPP: | Independent Power Producer |
| Joint Venture: | Joint enterprise owned by two or more companies |
| Limited partner. | Partner in a limited partnership (KG), who is liable up to the limit of his capital contribution, in contrast with the general partner |
| Megawatt: | One million watts (physical unit for the performance, corresponds |
| to work per time) | |
| Offshore: | Of the coast, on the sea |
| Onshore: | On land |
| PNE AG: | Abbreviation for Plambeck Neue Energien AG |
| Prime Standard: | Stock market segment of the Frankfurt Stock Exchange with the highest transparency standards |
| Repowering: | Exchange of older wind power turbines with new modern and thus more efficient equipment |
| Convertible bond: | Interest-bearing security, which gives the bearer the right to convert during a conversion period into shares at a previously determined ratio |
Imprint
Plambeck Neue Energien AG Peter-Henlein-Strasse 2-4 27472 Cuxhaven Germany
Telefon: + 49 (0) 47 21-718-06 Telefax: + 49 (0) 47 21-718-444 E-Mail: [email protected] www.pne.de
Board of Management: Martin Billhardt (Chairman), Martin Paulsen Commercial Register court: Tostedt Register number: HRB 110360
Status: March 30, 2009
Concept and design: cometis AG Unter den Eichen 7 65195 Wiesbaden
This annual report includes statements concerning the future, which are subject to risks and uncertainties. They are estimations of the Board of Management of Plambeck Neue Energien AG and reflect their current views with regard to future events. Such expressions concerning forecasts can be recognised with terms such as "expect", "estimate", "intend", "can", "will" and similar terms relating to the Company. Factors, which can have an effect or influence are, for example (without all being included): the development of the wind power market, competitive influences including price changes, regulatory measures and risks with the integration of newly acquired companies and participations. Should these or other risks and uncertainty factors take effect or should the assumptions underlying the forecasts prove to be incorrect, the results of Plambeck Neue Energien could vary from those, which are expressed or implied in these forecasts. The Company assumes no obligation to update such expressions or forecasts.
Plambeck Neue Energien AG
Peter-Henlein-Strasse 2-4 27472 Cuxhaven Germany
Telefon: + 49 (0) 47 21-718-06 Telefax: + 49 (0) 47 21-718-444
[email protected] www.pne.de