TIDMTGE
RNS Number : 4927Z
TGE Marine AG
23 September 2009
Wednesday, 23rd September, 2009
TGE MARINE AG
Full Year Results
+------------------------------------+-+------------------+--+------------------+
| in EUR ´000 | | FY 2008/ 2009 | | FY 2007/ 2008 |
+------------------------------------+-+------------------+--+------------------+
| Revenue | | EUR71,502k | | EUR95,249k |
+------------------------------------+-+------------------+--+------------------+
| Profit from operations *, ** | | EUR11,206k | | EUR16,661k |
+------------------------------------+-+------------------+--+------------------+
| Profit before tax *, ** | | EUR12,381k | | EUR17,679k |
+------------------------------------+-+------------------+--+------------------+
| Net cash, time deposits | | EUR49,171k | | EUR78,460k |
+------------------------------------+-+------------------+--+------------------+
| Undiluted Earnings per share ** | | EUR6.84 | | EUR5.92 |
+------------------------------------+-+------------------+--+------------------+
| Diluted Earnings per share ** | | EUR6.77 | | EUR5.92 |
+------------------------------------+-+------------------+--+------------------+
| | | | | |
+------------------------------------+-+------------------+--+------------------+
| * adjusted for costs of share options, amortisation, interest expenses and |
| taxes |
| ** FY 2007/ 2008 refers to continued operations only. |
+------------------------------------+-+------------------+--+------------------+
TGE Marine ("TGE" or the "Company"), a leading provider of engineering services
for the design and construction of gas carriers and offshore units, today
announces its Full Year Results for the year ended 30 June, 2009.
Highlights
Financial
* Revenue from continuing operations down by 25% to EUR71.5m (2008: EUR95.2m)
* Adjusted profits before tax down by 30% to EUR12.4m (2008: EUR17.7m)
* Debt free following repayment of shareholder loan of EUR29.2m
* Cash reserves of EUR49.2m (2008: EUR78.5m); of which EUR17.5m is restricted
(2008: EUR41.3m)
* Gross margin improvement from 27% to 28%
Operating
* Delivered 12 gas carriers (2008:13), all projects on time and on budget
* 21 further contracts to be completed in FY 2009/ 10 and FY 2010/11
* Implementation of cost control programme on track to reduce total overheads by
up to 20% for FY 2010
* Delivered first combined LNG/ Ethylene carrier
Outlook
* High level of new contract enquiries
* Ageing of existing fleet expected to trigger a replacement cycle beginning in
2010 / 2011
* Increased activity in LNG and CO2 markets
Commenting on the results, TGE's Chief Executive, Manfred Kuever, said:
"Over the year we have performed strongly, delivering 12 gas carriers to the
international market on budget and on time. I am also pleased that despite the
market conditions we have been able to improve our gross margins following the
implementation of a rationalisation programme.
"However, it has been a difficult year and TGE has suffered from the substantial
decrease in new shipbuilding activity since autumn 2008. Whilst we have not
signed any significant new contracts in our core market we have implemented cost
cutting measures and invested in new technology, including a short labour
scheme, to reduce costs.
"Looking forward, however, we remain optimistic. The ageing of the fleet in our
core market of ethylene and LPG carriers, and the anticipated improvement in
world financial markets, should lead to an improvement in the level of ship
building activity during 2010. Given the experience and expertise of TGE, we
expect to maintain our current market share when the market recovers.
"In our new markets we also continue to develop. We have invested in new
technologies for the small scale LNG and CO2 markets and are well positioned to
capitalize on our expertise in these growth areas.
"In summary, TGE has a robust balance sheet with no debt and a strong cash
position, and, with a significant share of the market, remains extremely well
positioned to benefit when the shipping cycle recovers."
Commenting on the results, TGE's Chairman, Mike Alexander, said:
"It has been a difficult year for generating new orders and under these
conditions the strategy of the Supervisory Board has been to focus on the
delivery on existing contracts while developing our capabilities in new business
areas (such as CO2 and LNG) .
"In addition, we have focused on controlling costs without undermining the
Group's core capability or skills and are pleased to have been able to reduce
our costs by approximately 20% by the end of the year. This cost reduction has
allowed us to improve our overall margin.
"Looking ahead, the market remains weak as ship owners still find it difficult
to raise financing to replace ageing stock but the Group is now debt free, has
strong cash reserves and the skills to take advantage of opportunities in its
core and new markets when market activity resumes. The Board therefore remains
confident that the Group remains well placed for when the market recovers
2010/2011."
Enquiries:
TGE Marine AG +49 (0)228 604 480
Dr. M. Kuever, Chief Executive Officer
Steffen Schober, Chief Financial Officer
Singer Capital Markets Limited +44 (0)20 3205 7500
Jos Trusted
James Maxwell
Pelham Public Relations+44(0)20 7337 1500
Mark Antelme
Henry Lerwill
CHIEF EXECUTIVE'S REVIEW
Operational review
Market
The financial crisis has severely affected the shipbuilding market in general
and, in particular, the bulk carrier, container and tanker business has suffered
due to the substantial order book accumulated before mid 2008. TGE's core market
of semi-pressurized gas carriers has, to date, been only marginally affected, as
time charter rates have been stable or only slightly reduced. As ships are still
operating at an age that is beyond their typical lifespan, the new building
market came to a halt and ship-owners adopted a "wait and see" position prior to
committing to any new orders. Consequently no new gas plant contract was awarded
to TGE during 2009 although smaller engineering contracts, under which we
subcontract our engineers to third parties, have helped to maintain utilisation.
Operations
During the year we delivered 12 ships (FY08:13); 1 combined
LNG/ethylene-carrier, 10 ethylene-carriers and 1 LPG-carrier. All projects were
delivered on time and to budget. This represents approximately 55 per cent of
the global deliveries of semi-pressurized gas carriers, a strong market share
for TGE. The delivery of the world's first combined LNG/ethylene-carrier of
7,500 m3 capacity, MT "Coral Methane", was a major milestone for TGE and placed
TGE at the forefront of the future market segment of small scale LNG
applications.
As a result of our low activity levels in our core markets, TGE has reduced its
workforce and implemented a short labour scheme as of March 09. Under this
scheme the German Government will support companies for a maximum period of 24
months. This and other cost cutting measures are on track to deliver a reduction
of total overheads by approximately 20% for FY2010.
In our core markets analysts are predicting the drop in activity to continue
during 2009, but expect the market to recover in 2010/2011, mainly due to new
cracker facilities coming on stream in the Middle East. The Chinese market has
quite substantially increased importation of petrochemical gases (for example
ethylene, propylene etc.) and is the main driver for growth. The age profile of
the global fleet and over ageing of approximately 30% of the existing ships
suggest that a pick-up in new build activities will shortly be required.
However, that significant opportunity will, in our opinion, be balanced by the
fact that major ship financing banks will only gradually open new facilities for
shipping loans.
So we expect the market will return during calendar year 2010, but the pace of
that recovery will depend on the recovery of the global economy.
Ethylene/LPG semi-pressurized market:
In Q1 2009, the total number of semi-pressurized gas carriers on order stood at
52 ships out of which 28 ships were for carrying ethylene. Of these 52 ships,
TGE's share is 24 (46%), including 10 of the Ethylene ships (36%).
As mentioned above, the major driver for the petrochemical gas trade is still
the expanding program of crackers in the Middle East. We expect some delays in
Iran, but the capacity increase in other Gulf countries will progress and growth
rates of 5-6% commencing in 2010 are to be expected.
In 2009 there will be several start-ups of world scale liquefaction facilities
(Qatar, Indonesia and Russia) which will increase LPG supply as a by-product.
Hence, we expect the LPG market to grow as well.
LNG and New Markets:
Smaller carriers
With the delivery of the world's first combined LNG/ethylene of 7,500 m3
capacity, TGE has reached a major milestone for future expansion in this new
market segment. We have also developed concepts for larger size LNG-carriers of
up to 35,000 m3 and are actively pursuing projects for island supply of LNG as
fuel for small power plants in the Mediterranean and the Caribbean. Some of
these projects are gaining momentum as the US-market is not absorbing the
expected quantities of LNG and the new liquefaction facilities will flood the
market with LNG.
A total new market segment for small scale LNG deliveries, which already exists
in Norway, has led to increased demand for new conceptual designs, i.e. fuel
supply systems for ships to substitute diesel or heavy fuel oils ("HFO"). Due to
new European legislation, the SECA-zones (sulphur emission control areas of
which the North Sea and Baltic Sea are already registered) will require new
technologies for all types of ships and one of the most attractive options is
LNG fuel supply systems. TGE has developed a novel concept for LNG fuel supply
and filed a patent application in August 2009. A total new harbour
infrastructure, with LNG-hubs and LNG bunker barges will be needed in order to
cope with ship-owners requirements. Small LNG-carriers are destined to serve
this new market segment and TGE will be able to provide them.
Floating LNG FPSO and LNG FSRU
TGE Marine has further developed LNG storage solutions with type C pressure
vessel tanks and finalised a conceptual design for a LNG FPSO with 40,000 m3
storage capacity and up to 500,000 tons per year liquefaction capacity together
with TGE Gas Engineering (the demerged onshore business). This conceptual design
is currently being investigated by an oil major for the potential monetization
of a stranded gas field.
Optimisation studies for LNG fuel supply to islands are under way with LNG-FSRU
applications considering capacities from 5,000 m3 to 40,000 m3 for areas with
little space for onshore terminals. We believe that these projects will progress
in the next 12 months as LNG prices are considerably lower than in 2008.
Finally, we are in early stage discussions for a VLCC conversion to an
LNG-floater with TGE type C cargo tanks as well as larger LNG-FPSO concepts up
to 140,000 m3 capacity.
CO2 carrier concepts
We are seeing further developments in this market too and have been approached
by potential clients for further design studies of CO2 carriers which will have
the ability to store and ship CO2 to the North Sea and pump it into depleted oil
fields. Shipping might be a flexible option compared to pipeline transport, but
this potential new market is still at an early stage. TGE is well positioned to
benefit from any market expansion as CO2 ships need to be equipped with type C
pressure vessels.
Financial Review
TGE has realized an adjusted profit before tax of EUR12.4m compared to EUR17.7m
in FY 2008. This decrease is mainly due to a decline in gross profits of 21% (FY
2009: EUR20.2m; FY 2008: EUR25.7m) which could only be partly compensated by cost
savings in personnel expenses (-7%) and increased interest income received for
the FY (+36 %).
Revenue has fallen during the year by 25% from EUR95.2m to EUR71.5m mainly due
to less active contracts compared to FY 2008 (FY 2009: 34 contracts; 2008: 47).
As at June 30, 2009, there have been 21 contracts with a total volume of
EUR131.0m which have not yet been delivered to the customers.
The personnel expenses decreased by 7% due to the implementation of a
short-labour scheme subsidised by the German Government and due to a reduction
of personnel. The short labour scheme was implemented at TGE in March 2009. The
scheme has allowed the Company to avoid the need to terminate employment
contracts. Accordingly TGE has not had to divest itself of its high quality
staff and will have access to them when the market returns.
The decrease in personnel expenses is overcompensated by 37% due to higher other
operating expenses totalling EUR4.8m for 2009. The increase is mainly
attributable to higher expenses related to fair value adjustments on foreign
exchange forwards (EUR+0.8m), expenses for IT (EUR+0.2m), bank fees (EUR+0.2m)
and stock exchange-related expenses (EUR0.4m).
Interest income for the year improved by 36% to EUR1.4m, the main reasons being
higher cash balances during the business year and an improved treasury system.
Both factors compensated for the strong decline in the available interest rates
following the financial crisis.
Expenses of EUR1.6m relate to a share-option scheme to former and current
employees of TGE granted in connection with the successful IPO in 2008. In
total, 13,784 shares have been issued in 2008 and are now used for the option
scheme. These expenses are accounted for according to IFRS 2 and lead as a
reverse booking entry to an increase of the equity of the company. These
expenses will not lead to future cash payments. The same applies to the above
mentioned expenses related to the fair-value adjustments of derivatives
(EUR0.8m).
Interest expenses are to an amount of EUR0.2m of a one-off nature as the only
interest bearing loan has been fully repaid during the business year.
These effects together should lead to increased efficiency for the business year
2009/ 2010. For analysis purposes these exceptional expenses should be excluded
in any analysis of net profits or earnings per share. We use an adjusted profit
before tax on continuing operations as an indicator for performance. On this
basis we made EUR12.4m or EUR10.2 per share (2008: EUR17.7m or EUR14.5 per
share), which is in line with our forecasts announced in November 2008.
The income tax expenses were reduced by EUR3.0m to EUR1.4m during the year. The
major reason for the decline relates to valuation adjustments on deferred tax
assets set up for tax losses in 2008. According to current expectations a higher
amount of tax losses is available for offsetting than expected in 2008.
Looking forward our balance sheet has the financial strength to support the
Group in these uncertain markets for the foreseeable future, even if we do not
see the market return in 2010 as anticipated.
TGE holds cash and time deposits of EUR49.2m, which includes EUR10.0m of cash
still due to the demerged Onshore business. EUR17.5m is restricted by bank
guarantees for Offshore projects. However that restricted cash passes to the
Company when these guarantees expire. The substantial change in the cash
position from the previous year is mainly due to cash flows from investing and
financing activities. Cash flows from investing activities mainly derive from
the receipt of EUR11.1m from the sale of the Onshore-subsidiary. The cash
received in this business year comes from the negotiated sales price for the
demerged assets.
Cash flows from financing activities include repayments of a loan of EUR29.2m to
one shareholder. As mentioned, before this repayment leads to a material
decrease of interest expenses in the future.
Cashflows from financing activities include repayment of a loan of EUR29.2m to
once shareholder. As mentioned before, this repayment leads to a material
decrease of interest expenses in the future.
An amount of EUR9.2m in total was used by operating activities in 2009. Under
the current contracts TGE has received significant part payments in cash in
advance from its customers, shown as the high advanced payments in the balance
sheet (EUR14.6m). A part of this cash is required for serving the running
contracts and a part is profit.
Dividend
Management and Supervisory Board will propose to this year's Annual General
Meeting to not pay a dividend for the FY 2009.
The management continues to consider affecting the previously announced share
split and, if the Board think it appropriate, it may be implemented so that the
shares would then trade at a level which is more common of AIM companies.
Board Changes
During the year the former CFO Roland Fisher was replaced by Steffen Schober.
Mr. Schober is a chartered accountant with a 12 year career at Deloitte,
Germany. Mr. Schober holds a diploma in economics (1995) from the University of
Cologne, Germany. He also holds the additional titles of tax advisor
(Steuerberater, 2000) and certified public auditor (Wirtschaftsprüfer, 2002).
Mr. Schober joined TGE in 2008 as Head of Financial Department.
Outlook
The principal markets that we serve are highly influenced by the finance crisis.
No substantial orders were signed by us in the FY 2009, except for smaller
engineering contracts.
The current market environment has led to significant uncertainty amongst all
market participants. To identify a point of time when the market is likely to
return is very difficult under the current market conditions. Since the major
financing banks in the shipbuilding market have not yet returned, management
expect that the market will not return before the beginning of 2010. However, we
remain optimistic about the opportunities for the Group during the current year
as we believe that, for the following reasons, market activity will increase
significantly:
The worldwide gas-tanker fleet is materially overaged. The largest oil majors
and industry players do not use gas-tankers which are more than 25 years old.
Detailed analysis of the current fleet reveals that a significant proportion are
now over 25 years old and those ships will need to be replaced in the near
future.
- Additional cracker facilities, especially in the Middle East, will lead to
an increasing demand for transportation capacity for
petrochemical gases.
- New developments and discussions in the CO2 market, the market for
replacing heavy fuel oils and diesel with LNG as a fuel for
ships, and the increasing demand of gas for islands are currently ongoing
and will develop into new market opportunities for TGE.
Regarding the business year 2010, revenues will be driven by the existing order
backlog, engineering contracts and possible new order wins. Due to the
comparative inactivity in our core segments however, cost saving measures will
continue to be executed until we hit our internal target of 20%.
CONSOLIDATED INCOME STATEMENT
+----------------+--------+--------+--------+------------+--------+------------+
| in | | Note | | 7/1/2008 | | 7/1/2007 |
| TEUR | | | | - | | - |
| | | | | 6/30/2009 | | 6/30/2008 |
+----------------+--------+--------+--------+------------+--------+------------+
| Revenue | | [5] | | 71,502 | | 95,249 |
+----------------+--------+--------+--------+------------+--------+------------+
| Other | | [7] | | 1,334 | | 1,159 |
| operating | | | | | | |
| income | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Cost | | [8] | | - 51,296 | | - 69,531 |
| of | | | | | | |
| materials | | | | | | |
| and | | | | | | |
| purchased | | | | | | |
| services | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Personnel | | [9] | | - 6,119 | | - 6,568 |
| expenses | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Depreciation | | [16], [17] | - 267 | | - 1,006 |
| of property, | | | | | |
| plant and | | | | | |
| equipment | | | | | |
| and | | | | | |
| amortization | | | | | |
| of | | | | | |
| intangible | | | | | |
| assets | | | | | |
+----------------+--------+-----------------+------------+--------+------------+
| Other | | [10] | | - 4,818 | | - 3,522 |
| operating | | | | | | |
| expenses | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Operating | | | | 10,336 | | 15,781 |
| profit of | | | | | | |
| continued | | | | | | |
| operations | | | | | | |
| before | | | | | | |
| interest, | | | | | | |
| taxes and | | | | | | |
| expenses | | | | | | |
| for | | | | | | |
| restructuring | | | | | | |
| and initial | | | | | | |
| public | | | | | | |
| offering, | | | | | | |
| respectively | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Expenses | | [11] | | - 1,625 | | |
| for the | | | | | | - |
| issuance | | | | | | |
| of share | | | | | | |
| options | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Expenses | | [12] | | | | - 2,854 |
| for | | | | - | | |
| restructuring, | | | | | | |
| initial public | | | | | | |
| offering | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Operating | | | | 8,711 | | 12,927 |
| profit of | | | | | | |
| continued | | | | | | |
| operations | | | | | | |
| before | | | | | | |
| interest | | | | | | |
| and taxes | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Financial | | [13] | | 1,380 | | 1,017 |
| income | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Financial | | [13] | | - 398 | | - 3,391 |
| costs | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Profit | | | | 9,693 | | 10,553 |
| of | | | | | | |
| continued | | | | | | |
| operations | | | | | | |
| before | | | | | | |
| taxes | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Taxes | | [14] | | - 1,428 | | - 4,384 |
| on | | | | | | |
| income | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Net | | | | 8,265 | | 6,169 |
| result | | | | | | |
| of | | | | | | |
| continued | | | | | | |
| operations | | | | | | |
| (Offshore) | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Net | | [4] | | | | - 29,614 |
| result | | | | - | | |
| of | | | | | | |
| discontinued | | | | | | |
| operations | | | | | | |
| (Onshore) | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Consolidated | | | | 8,265 | | - 23,445 |
| net profit | | | | | | |
| for the year | | | | | | |
| (previous | | | | | | |
| year: -net | | | | | | |
| loss) | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Undiluted | | [15] | | 6,84 | | - 22,51 |
| earnings | | | | | | |
| per share | | | | | | |
| (in EUR) | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Diluted | | [15] | | 6,77 | | - 22,51 |
| earnings | | | | | | |
| per | | | | | | |
| share | | | | | | |
| (in EUR) | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Earnings | | [15] | | - | | 5,92 |
| per | | | | | | |
| share of | | | | | | |
| continued | | | | | | |
| operations | | | | | | |
| (in EUR) | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
| Earnings | | [15] | | - | | - 28,43 |
| per | | | | | | |
| share of | | | | | | |
| discontinued | | | | | | |
| operations | | | | | | |
| (in EUR) | | | | | | |
+----------------+--------+--------+--------+------------+--------+------------+
CONSOLIDATED BALANCE SHEET
+--------------+--------+--------+--------+------------+--------+------------+
| in | | Note | | 6/30/2009 | | 6/30/2008 |
| TEUR | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Assets | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Goodwill | | [16] | | 7,758 | | 7,758 |
+--------------+--------+--------+--------+------------+--------+------------+
| Other | | [16] | | 89 | | 204 |
| intangible | | | | | | |
| assets | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Property, | | [17] | | 383 | | 440 |
| plant and | | | | | | |
| equipment | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Non-current | | [18] | | 7,456 | | 30,136 |
| liquid | | | | | | |
| funds | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Non-current | | | | 15,686 | | 38,538 |
| assets | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Inventories | | [19] | | 61 | | 2,403 |
+--------------+--------+--------+--------+------------+--------+------------+
| Trade | | [20] | | 1,985 | | 5,181 |
| receivables | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Other | | [21] | | 4,248 | | 16,578 |
| receivables | | | | | | |
| and assets | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Time | | [22] | | 16,043 | | |
| deposits | | | | | | - |
+--------------+--------+--------+--------+------------+--------+------------+
| Cash | | [23] | | 25,672 | | 48,324 |
| and | | | | | | |
| cash | | | | | | |
| equivalents | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Current | | | | 48,009 | | 72,486 |
| assets | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Balance | | | | 63,695 | | 111,024 |
| sheet | | | | | | |
| total | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Equity | | | | | | |
| and | | | | | | |
| liabilities | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Subscribed | | | | 1,204 | | 1,217 |
| capital | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Capital | | | | 36,571 | | 36,411 |
| reserves | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Balancing | | | | 1,625 | | |
| item for | | | | | | - |
| share | | | | | | |
| options | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Loss | | | | - 35,176 | | - 11,731 |
| carried | | | | | | |
| forward | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Consolidated | | | | 8,265 | | - 23,445 |
| net profit | | | | | | |
| for the year | | | | | | |
| (previous | | | | | | |
| year: -net | | | | | | |
| loss) | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Total | | [24] | | 12,489 | | 2,452 |
| equity | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Deferred | | [28] | | 4,969 | | 6,138 |
| tax | | | | | | |
| liabilities | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Liabilities | | [26] | | 4,524 | | |
| to | | | | | | - |
| shareholders | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Other | | [26] | | | | 4,524 |
| liabilities | | | | - | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Non-current | | | | 9,493 | | 10,662 |
| liabilities | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Tax | | [25] | | 3,571 | | 1,117 |
| provisions | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Other | | [25] | | 4,471 | | 9,334 |
| current | | | | | | |
| provisions | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Payments | | [26] | | 14,581 | | 36,679 |
| received | | | | | | |
| on | | | | | | |
| account | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Trade | | [26] | | 8,820 | | 10,055 |
| payables | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Liabilities | | [26] | | 5,355 | | 27,765 |
| to | | | | | | |
| shareholders | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Other | | [26] | | 4,915 | | 12,960 |
| current | | | | | | |
| liabilities | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Current | | | | 41,713 | | 97,910 |
| liabilities | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
| Balance | | | | 63,695 | | 111,024 |
| sheet | | | | | | |
| total | | | | | | |
+--------------+--------+--------+--------+------------+--------+------------+
CONSOLIDATED CASH FLOW STATEMENT (NOTE 29)
+-------------------+--------+-----------+--------+-----------+
| in | | 7/1/2008 | | 7/1/2007 |
| TEUR | | - | | - |
| | | 6/30/2009 | | 6/30/2008 |
+-------------------+--------+-----------+--------+-----------+
| | | | | |
+-------------------+--------+-----------+--------+-----------+
| Consolidated | | 8,265 | | -23,445 |
| net profit | | | | |
+-------------------+--------+-----------+--------+-----------+
| | | | | |
+-------------------+--------+-----------+--------+-----------+
| Adjustment | | | | |
| net profit | | | | |
| for the | | | | |
| year for | | | | |
| the | | | | |
| reconciliation | | | | |
| to cash flows | | | | |
| from operating | | | | |
| activities: | | | | |
+-------------------+--------+-----------+--------+-----------+
| | | | | |
+-------------------+--------+-----------+--------+-----------+
| Amortization | | 267 | | 3,896 |
| of intangible | | | | |
| assets, | | | | |
| depreciation | | | | |
| of property, | | | | |
| plant and | | | | |
| equipment | | | | |
+-------------------+--------+-----------+--------+-----------+
| Expenses | | 1,625 | | - |
| related | | | | |
| to share | | | | |
| options | | | | |
| to | | | | |
| employees | | | | |
+-------------------+--------+-----------+--------+-----------+
| Losses | | - | | 23,307 |
| due to | | | | |
| sale | | | | |
| of | | | | |
| subsidiaries | | | | |
+-------------------+--------+-----------+--------+-----------+
| Profit | | - | | -251 |
| due to | | | | |
| sale | | | | |
| of | | | | |
| subsidiaries | | | | |
+-------------------+--------+-----------+--------+-----------+
| | | | | |
+-------------------+--------+-----------+--------+-----------+
| Increase/decrease | | | | |
| in assets and | | | | |
| liabilities after | | | | |
| effects from | | | | |
| changes in | | | | |
| companies to be | | | | |
| included in the | | | | |
| consolidated | | | | |
| group: | | | | |
+-------------------+--------+-----------+--------+-----------+
| Increase/decrease | | 2,342 | | 305 |
| in inventories | | | | |
+-------------------+--------+-----------+--------+-----------+
| Decrease | | 3,196 | | 12,288 |
| in trade | | | | |
| receivables | | | | |
+-------------------+--------+-----------+--------+-----------+
| Decrease | | -3,578 | | 9,686 |
| in | | | | |
| provisions | | | | |
+-------------------+--------+-----------+--------+-----------+
| Decrease | | -1,235 | | -22,876 |
| in trade | | | | |
| receivables | | | | |
+-------------------+--------+-----------+--------+-----------+
| Decrease/increase | | -22,098 | | 5,505 |
| in advance | | | | |
| payments received | | | | |
+-------------------+--------+-----------+--------+-----------+
| Decrease | | 2,056 | | 3,975 |
| in other | | | | |
| assets | | | | |
| and | | | | |
| liabilities | | | | |
+-------------------+--------+-----------+--------+-----------+
| Net | | -9,160 | | 12,390 |
| cash | | | | |
| used | | | | |
| in/generated | | | | |
| from | | | | |
| operating | | | | |
| activities | | | | |
+-------------------+--------+-----------+--------+-----------+
| | | | | |
+-------------------+--------+-----------+--------+-----------+
| Investments | | -97 | | -916 |
| in | | | | |
| property, | | | | |
| plant and | | | | |
| equipment | | | | |
| and in | | | | |
| intangible | | | | |
| assets | | | | |
+-------------------+--------+-----------+--------+-----------+
| Net | | 11,081 | | -19,915 |
| cash | | | | |
| used | | | | |
| in / | | | | |
| generated | | | | |
| from the | | | | |
| sale of | | | | |
| TGE Gas | | | | |
| Engineering | | | | |
| GmbH | | | | |
+-------------------+--------+-----------+--------+-----------+
| Transfer | | - | | - 5,500 |
| of cash | | | | |
| to Suez | | | | |
| Energy | | | | |
| Services | | | | |
| GmbH, | | | | |
| Cologne, | | | | |
| for | | | | |
| acquiring | | | | |
| 25.1% of | | | | |
| shares in | | | | |
| TGE | | | | |
| Ingenieur | | | | |
| GmbH | | | | |
+-------------------+--------+-----------+--------+-----------+
| Proceeds | | - | | 94 |
| from the | | | | |
| disposal | | | | |
| of | | | | |
| property, | | | | |
| plant and | | | | |
| equipment | | | | |
| and of | | | | |
| intangible | | | | |
| assets | | | | |
+-------------------+--------+-----------+--------+-----------+
| Cash | | 10,984 | | -26,237 |
| flows | | | | |
| generated | | | | |
| from / | | | | |
| used in | | | | |
| investing | | | | |
| activities | | | | |
+-------------------+--------+-----------+--------+-----------+
| | | | | |
+-------------------+--------+-----------+--------+-----------+
| Acquisition | | -13 | | - |
| of own | | | | |
| shares | | | | |
+-------------------+--------+-----------+--------+-----------+
| Increase | | 160 | | 29,628 |
| in | | | | |
| equity | | | | |
+-------------------+--------+-----------+--------+-----------+
| Change | | 22,680 | | -20,749 |
| of | | | | |
| long-term | | | | |
| restricted | | | | |
| cash | | | | |
+-------------------+--------+-----------+--------+-----------+
| Investments | | -16,043 | | - |
| in time | | | | |
| deposits | | | | |
+-------------------+--------+-----------+--------+-----------+
| Repayment | | -31,641 | | - |
| of loans | | | | |
| to | | | | |
| shareholders | | | | |
+-------------------+--------+-----------+--------+-----------+
| Cash | | -24,857 | | 8,879 |
| flows | | | | |
| generated | | | | |
| from | | | | |
| financing | | | | |
| activities | | | | |
+-------------------+--------+-----------+--------+-----------+
| | | | | |
+-------------------+--------+-----------+--------+-----------+
| Foreign | | 381 | | 260 |
| exchange | | | | |
| rate | | | | |
| differences | | | | |
| in cash and | | | | |
| cash | | | | |
| equivalents | | | | |
+-------------------+--------+-----------+--------+-----------+
| Net | | -22,652 | | - 4,708 |
| increase | | | | |
| in cash | | | | |
| and cash | | | | |
| equivalents | | | | |
+-------------------+--------+-----------+--------+-----------+
| Cash | | 48,324 | | 53,032 |
| and | | | | |
| cash | | | | |
| equivalents | | | | |
| at | | | | |
| beginning | | | | |
| of year | | | | |
+-------------------+--------+-----------+--------+-----------+
| Cash | | 25,672 | | 48,324 |
| and | | | | |
| cash | | | | |
| equivalents | | | | |
| at end of | | | | |
| year | | | | |
+-------------------+--------+-----------+--------+-----------+
| | | | | |
+-------------------+--------+-----------+--------+-----------+
| Additional | | | | |
| disclosures | | | | |
+-------------------+--------+-----------+--------+-----------+
| Interest | | -2,783 | | - |
| payments | | | | |
| (component | | | | |
| of cash | | | | |
| generated | | | | |
| from | | | | |
| operating | | | | |
| activities) | | | | |
+-------------------+--------+-----------+--------+-----------+
| Tax | | -263 | | - |
| payments | | | | |
| (components | | | | |
| of cash | | | | |
| generated | | | | |
| from | | | | |
| operating | | | | |
| activities) | | | | |
+-------------------+--------+-----------+--------+-----------+
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| in | | Capital | | Capital | |Balancing | |Profit/loss | |Consoli-dated | | Total |
| TEUR | | stock | | reserves | | item for | | carried | | net | | equity |
| | | | | | | share | | forward | | profit/loss | | |
| | | | | | | option | | | | | | |
| | | | | | | scheme | | | | | | |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| | | | | | | | | | | | | |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| As of | | 1,000 | | 7,000 | | - | | 20 | | - 11,751 | | - 3,731 |
| July | | | | | | | | | | | | |
| 1, 2007 | | | | | | | | | | | | |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| | | | | | | | | | | | | |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| Increase | | 217 | | 29,411 | | - | | - | | - | | 29,628 |
| of | | | | | | | | | | | | |
| capital | | | | | | | | | | | | |
| net IPO | | | | | | | | | | | | |
| costs | | | | | | | | | | | | |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| Reclassification | | - | | - | | - | | - 11,751 | | 11,751 | | - |
| of consolidated | | | | | | | | | | | | |
| net loss | | | | | | | | | | | | |
| 30/6/2007 | | | | | | | | | | | | |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| Consolidated | | - | | - | | - | | - | | - 23,445 | | - 23,445 |
| net loss for | | | | | | | | | | | | |
| the period | | | | | | | | | | | | |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| | | | | | | | | | | | | - |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| As of | | 1,217 | | 36,411 | | - | | - 11,731 | | - 23,445 | | 2,452 |
| June | | | | | | | | | | | | |
| 30, 2008 | | | | | | | | | | | | |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| |
+---------------------------------------------------------------------------------------------------------------------------------------------------------+
| Acquisition | | - 13 | | - | | - | | - | | - | | - 13 |
| of own | | | | | | | | | | | | |
| shares | | | | | | | | | | | | |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| Additional | | - | | 160 | | - | | - | | - | | 160 |
| payment to | | | | | | | | | | | | |
| other | | | | | | | | | | | | |
| reserves | | | | | | | | | | | | |
| (Section | | | | | | | | | | | | |
| 272 (1) | | | | | | | | | | | | |
| No. 4 HGB) | | | | | | | | | | | | |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| Reclassification, | | - | | - | | - | | - 23,445 | | 23,445 | | - |
| consolidated net | | | | | | | | | | | | |
| loss 30/6/2008 | | | | | | | | | | | | |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| Granting | | - | | - | | 1,625 | | - | | - | | 1,625 |
| of share | | | | | | | | | | | | |
| options | | | | | | | | | | | | |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| Consolidated | | - | | - | | - | | - | | 8,265 | | 8,265 |
| net profit | | | | | | | | | | | | |
| for the year | | | | | | | | | | | | |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| | | | | | | | | | | | | - |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
| As | | 1,204 | | 36,571 | | 1,625 | | - 35,176 | | 8,265 | | 12,489 |
| of: | | | | | | | | | | | | |
| June | | | | | | | | | | | | |
| 30, 2009 | | | | | | | | | | | | |
+-------------------+--------+-----------+--------+------------+--------+-----------+--------+-------------+--------+---------------+--------+------------+
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Preliminary remarks
General information
TGE Marine AG is a company domiciled in Germany in the legal form of a stock
corporation with registered head office in Bonn. It is registered in the
Commercial register of the Bonn Local Court under number HRB 16325. The
company's business address is Mildred-Scheel-Str. 1, 53175 Bonn, Germany.
Purpose of the company
The Group under the management of TGE Marine AG (hereinafter referred to as TGE
or TGE Group), is active in the technical engineering services area for
gas-to-liquid plants and re-gasification facilities on ships.
The Group is active, in particular, on the market for small and medium-sized gas
tankers. The plants which it develops serve in the transport of LPG (Liquefied
Petroleum/Propane Gas), ethylene and LNG (Liquefied Natural Gas). TGE customers
are mainly Korean, Chinese and European shipyards. As sub-supplier, TGE supplies
its customers with turn-key plants in accordance with specific customers
requirements in the form of long-term individual contract manufacture. The
services provided by TGE are concentrated mainly on the planning and delivery of
the required materials components. As a rule, shipyards Install the equipment on
the ships.
TGE is active mainly on foreign markets, in particular in Asia. Consequently,
the economic development of the TGE Group is determined to a large extent by the
changes on the relevant international markets (especially in Asia), and only
partially by the development of the domestic economy.
Until May 8, 2008 the Group operated a further business segment, namely the
"Onshore" segment, which for the most part was outsourced in accordance with the
regulations stipulated in the German Conversion Law [Umwandlungsgesetz (UmwG)]
with effect from July 1, 2007, and which was sold to an external party on May 8,
2008. This business segment was treated as a discontinued operation in the
previous year's financial statements in accordance with IFRS 5.
For differentiation purposes, a distinction is made in the following between the
"Offshore" and "Onshore" discontinued operations as follows:
Offshore -Rendering technical engineering services in the field of construction
of turn-key large-scale plants for the transport of
liquid gas and chemicals per ship, as well as their refitting.
Onshore -Rendering technical engineering services in the field of construction
of turn-key large-scale plants on land for the storage
of liquid gas and chemicals, as well as their refitting.
Within the scope of outsourcing the Onshore segment with economic effect as from
July 1, 2008, individual activities of this segment were retained in the TGE
Group. These business activities concern individual projects which are meanwhile
all in the warranty phase; the projects are being discontinued and will be
phased out completely by August 2010. All business transactions resulting from
the Onshore segment are allocated to the Offshore segment in the context of the
following presentation of the Group's net assets, financial position and results
of operations.
Legal bases and compliance declaration
Pursuant to Section 315a HGB, the consolidated financial statements are prepared
in accordance with the International Financial Reporting Standards (IFRS) to be
applied statutorily in the EU and the supplementary provisions of Section 315a
Section 1 HGB.
All IFRS published by the International Accounting Standards Board (hereinafter
IASB) that are valid at the time of preparing the present consolidated financial
statements are applied to the extent that they have been adopted by the EU.
The requirements of the applied standards have been met in full and result in
the presentation of a true and fair view of the net assets, financial position
and results of operations of the TGE Group.
As a general rule, the annual financial statements were prepared using the
accounting and valuation methods used for the consolidated financial statements
as of June 30, 2008, and also the consolidation principles, with the following
exceptions:
- With effect from July 1, 2008, certain derivative financial
instruments are allocated for the first time as hedging instruments to
hedge the fair value of a reported asset or a liability (fair
value hedge).
- Due to the IPO in May 2008, TGE granted its current and former
employees whose employment contracts were transferred
to TGE Gas Engineering GmbH, Bonn, in the course of the spin-off
as of July 1, 2007, share options for the first time in the
current financial year. The share option program is accounted for
as share-based remuneration pursuant to IFRS 2.
Accounting provisions which have become effective
The IASB and the IFRIC adopted the following standards and interpretations which
it is mandatory for the TGE Group to apply as from financial year 2008/2009.
This had no impact on the TGE consolidated financial statements.
IFRIC 11 "IFRS 2 - Business with Treasury Stock and Shares of Group
Companies" answers the question as to how IFRS 2 is to be applied to share-based
payment agreements which include company-owned equity capital instruments or
equity capital instruments of another company of the same group.
IFRIC 12 "Service Concession Arrangements" governs the accounting for
agreements where the public sector concludes contracts with private enterprises
and said contracts are oriented towards the fulfillment of public tasks. In
order to meet these tasks, the private enterprise uses the infrastructure which
remains under public control. The private enterprise is responsible for the
construction and operation of the infrastructure, and for related maintenance
measures.
IFRIC 13 "Customer Loyalty Programmes" governs the disclosure of sales revenues
associated with customer bonus programmes that are offered by manufacturers or
service providers or through third parties. The interpretation is to be applied
for the first time to financial years beginning on or after July 1, 2008.
IFRIC 14 "IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding
Requirements and their Interaction" deals with questions of detail concerning
the accounting for pension plans.
The transitory regulations included in the amendments (2008) to IAS 39 & IFRS 7
"Reclassification of Financial Assets - Effective Date and Transition" and
clarification as to the application date of the possibility to measure some
non-derivative financial assets that were previously stated at fair value at
amortized acquisition costs (introduced in 2008).
Accounting provisions that are not applied early
The IASB and IFRIC have adopted further standards and interpretations.
Application of these standards and interpretations is not mandatory at present.
Applying these IFRS requires that they be approved by the EU; in part, approval
is still pending at this time.
"Improvements to IFRSs" is the first standard issued within the scope of the
annual improvement process of the IASB; this standard includes numerous minor
changes to several IFRS. These changes are intended to substantiate the content
of the provisions and to eliminate unintended inconsistencies among the
standards. Most of the changes are to be applied to financial years that begin
on or after January 1, 2009. The impact on the TGE consolidated financial
statements caused by first-time application of the changes is presently being
examined.
IFRS 8 "Business Segments" replaces IAS 14 Segment Reporting and, in so
doing, harmonizes the requirements placed on segment reporting with SFAS 131
"Disclosures about Segments of an Enterprise and Related Information", with some
insignificant deviations. IFRS 8 requires that the company responsible for
financial reporting provides descriptive information and financial indicators
concerning its business segments. These are business fields for which separate
financial indicators are available and which are reviewed periodically with
respect to resources allocation and assessment of earnings power by the chief
decision-makers of the company. In this context, segment reporting is to present
the financial indicators in the same way as they are made available internally
to the chief decision-makers as a basis for decision taking in order to permit
assessment of the business result and the allocation of resources. IFRS 8 is to
be applied mandatorily for financial years beginning on or after January 1,
2009. Early application is permitted.
IFRS 1 (2008) and IAS 27 (2008) "Cost of an Investment in a Subsidiary, Jointly
Controlled Entity or Associate" leads to simplifications in the initial
measurement of equity interests for the individual financial statements of those
entities where IFRS are applied for the first time. The amendments are to be
applied for financial years beginning on or after January 1, 2009. Initial
application will not impact on the consolidated financial statements of TGE.
IFRS 2 Amendments (2008) "Vesting Conditions and Cancellations" clarify the
definition of vesting conditions with respect to share-based remuneration, and
stipulate that all cancellations of share-based remuneration plans (irrespective
of the terminating party) are to be accounted for in an identical manner. The
amendments to IFRS 2 are to be applied mandatorily for financial years beginning
on or after January 1, 2009. Initial application will not impact on the
consolidated financial statements of TGE.
IFRS 3 (2008) "Business Combinations" includes amended provisions governing the
accounting for corporate acquisitions. In particular, the amendment relates to
the scope of application and accounting for successive share acquisitions and
the introduction of an option: The shares of the non-controlling companies can
be measured at fair value or at the prorated net assets. Depending on the option
selected, any existing goodwill is either disclosed fully or only with the share
of the majority owner within the scope of a corporate acquisition. IFRS 3 (2008)
is to be applied mandatorily on or after July 1, 2009 for the first time. First
time application is not expected to impact significantly on the consolidated
financial statements of TGE.
IAS 1 (2007) "Presentation of Financial Statements" includes new provisions
regarding the presentation of financial statements. In particular, the new
provisions stipulate a strict segregation of non-owner related changes in equity
capital and owner-related equity capital changes, as well as extended
disclosures on other comprehensive income. IAS 1 (2007) is to be applied for
financial years beginning on or after January 1, 2009 for the first time. First
time application of IAS 1 (2007) will be reflected in extended notes disclosures
in the consolidated financial statements of TGE.
IAS 23 (2007) "Borrowing Costs": With the reworked version of IAS 23, the IASB
has abolished the option concerning the treatment of borrowing costs that are
directly incurred in the context of the acquisition, construction or manufacture
of qualified assets. These borrowing costs are to be capitalized as acquisition
or production costs in the future. IAS 23 (2007) is to be applied for financial
years beginning on or after January 1, 2009 for the first time. First time
application is not expected to impact significantly on the consolidated
financial statements of TGE.
IAS 27 (2008) "Consolidated and Separate Financial Statements": With the
reworked version of IAS 27, the IASB has amended the provisions governing the
accounting for transactions with non-controlling shareholders of a group and the
accounting treatment in the event of a loss of control over a subsidiary.
Transactions which lead to a change in the parent company's percentage of shares
held in a subsidiary without losing control over the subsidiary, are to be
accounted for in the future as equity capital transactions with neutral effect
on profit or loss. The standard also regulates the calculation of
deconsolidation effects and determines the measurement of a remaining residual
participation in former subsidiaries. The amended provisions of IAS 27 are to be
applied for financial years beginning on or after July 1, 2009 at the latest.
First time application is not expected to impact significantly on the
consolidated financial statements of TGE.
IAS 32 (2008) und IAS 1 (2008) "Puttable Financial Instruments and
Obligations Arising on Liquidation" includes amended provisions respecting the
allocation of borrowings and equity capital. The amendment requires that certain
financial instruments that were previously to be classified as borrowings shall
be reported as equity in the future. The amended regulations are to be applied
for the first time for financial years beginning on or after January 1, 2009.
Initial application is not expected to impact significantly on the consolidated
financial statements of TGE.
IAS 39 Amendment (2008) "Eligible Hedged Items" puts the accounting principles
governing hedging transactions into actual terms. The amendments supplement the
application principles in the areas of designation of inflation risks as an
underlying transaction and the designation of hedging transactions to hedge a
unilateral risk. The amended regulations are to be applied for the first time
for financial years beginning on or after July 1, 2009. They are not expected to
impact significantly on the consolidated financial statements of TGE.
IFRIC 15 "Agreements for the Construction of Real Estate" governs the accounting
for the sale of real estate where the respective contract is concluded with the
acquirer before conclusion of the construction work. The interpretation, which
was published on July 3, 2008, clarifies, in particular, the preconditions for
application of IAS 11 or IAS 18, respectively, and the point in time when the
corresponding revenues are to be realized. The interpretation is to be applied
for financial years beginning on or after January 1, 2009 for the first time.
Initial application is not expected to impact significantly on the consolidated
financial statements of TGE.
IFRIC 16 "Hedges of a Net Investment in a Foreign Operation" answers questions
in the context of currency hedging in the event of a foreign business operation.
In particular, the interpretation, which was published on July 3, 2008, defines
the risk which can be hedged, the Group companies which can hold a hedging
instrument, and the accounting treatment if a foreign unit is to be disposed of.
It is mandatory to apply the interpretation for financial years beginning on or
after October 1, 2008, for the first time. The effects of first-time application
of IFRIC 16 on the consolidated financial statements of TGE is currently being
examined.
IFRIC 17 "Distributions of Non-cash Assets to Owners" presents regulations
governing the accounting for non-cash dividends, Initial application is not
expected to impact significantly on the consolidated financial statements of
TGE.
IFRIC 18 "Transfers of Assets from Customers" regulates the accounting for
assets which were transferred by customers to a company in order to acquire a
network connection or to be granted permanent access to supplies of goods or
services. The interpretation, which was published on January 29, 2009, is to be
applied to the accounting for assets that are transferred on or after July 1,
2009. They are not expected to impact significantly on the consolidated
financial statements of TGE.
No use was made of the possibility to apply the standards and interpretations
early. TGE assumes that application of these standards and interpretations would
not have had a material impact on the net assets, financial position and results
of operations.
The consolidated financial statements have been presented in Euro (EUR), since
most of these group transactions are based on this currency. The consolidated
financial statements relate to the period from July 1, 2008 to June 30, 2009.
In accordance with IAS 1, the income statement has been prepared pursuant to the
nature of expenses format.
2. Summary of significant accounting and valuation policies
The consolidated financial statements have been prepared under the historical
cost convention. Various financial instruments are - in deviation from this
principle - stated at fair values as of the balance sheet date. Financial
information is stated in thousands of Euro (TEUR.
The principal accounting and valuation policies applied upon the preparation of
these consolidated financial statements are set out below.
Basis of consolidation and group of companies
In addition to TGE Marine AG, all significant subsidiaries are included in the
consolidated financial statements, which are directly or indirectly controlled
by the TGE Group.
The group of companies to be included in the consolidation as of June 30, 2009
is as follows:
+--------+--------+-------------+--------+------------+--------+---------------+--------+--------+--------+--------+--------+----------------+
| No. | | Company | |Registered | |Share-holders | |Shares | |Voting | | Initial |
| | | | | office | | | | % | |rights | |consolida-tion |
| | | | | | | | | | | % | | |
+--------+--------+-------------+--------+------------+--------+---------------+--------+--------+--------+--------+--------+----------------+
| | | | | | | | | | | | | |
+--------+--------+-------------+--------+------------+--------+---------------+--------+--------+--------+--------+--------+----------------+
| (1) | | TGE | | Bonn, | | | | | | | | |
| | | Marine | | Germany | | | | | | | | |
| | | AG | | | | | | | | | | |
+--------+--------+-------------+--------+------------+--------+---------------+--------+--------+--------+--------+--------+----------------+
| | | | | | | | | | | | | |
+--------+--------+-------------+--------+------------+--------+---------------+--------+--------+--------+--------+--------+----------------+
| Subsidiary | | | | | | | | | | |
+-------------------------------+--------+------------+--------+---------------+--------+--------+--------+--------+--------+----------------+
| (2) | | TGE | | Bonn, | | (1) | | 100% | | 100% | | 5/1/06 |
| | | Marine | | Germany | | | | | | | | |
| | | Gas | | | | | | | | | | |
| | | Engineering | | | | | | | | | | |
| | | GmbH | | | | | | | | | | |
+--------+--------+-------------+--------+------------+--------+---------------+--------+--------+--------+--------+--------+----------------+
The group of companies was subject to the following changes in comparison with
the previous year:
In accordance with resolutions passed on June 30, 2008, TGE Ingenieur GmbH, Bonn
(downstream), and TGE Marine Engineering GmbH, Bonn (upstream), were merged with
TGE Marine Gas Engineering GmbH, Bonn, pursuant to Section 1 (1) No. 1 and
Section 2 No. 1 of the German Conversion Law by way of absorption with economic
effect as of July 1, 2008. The mergers were effective under civil law through
entry in the Commercial Register on November 14, 2008 (merger of TGE Ingenieur
GmbH with TGE Marine Gas Engineering GmbH), and on November 20, 2008 (merger of
TGE Marine Engineering GmbH with TGE Marine Gas Engineering GmbH).
As a consequence of the mergers, the shares of TGE Marine Gas Engineering GmbH
held by TGE Ingenieur GmbH were transferred to the controlling parent company,
TGE Marine AG as of July 1, 2008. Moreover, the residual assets of TGE Ingenieur
GmbH and TGE Marine Engineering GmbH were transferred to TGE Marine Gas
Engineering GmbH by way of universal succession.
After the mergers, TGE Marine AG, Bonn, holds 100% of the business shares in TGE
Marine Gas Engineering GmbH, Bonn, as from July 1, 2008.
The mergers had no effect on the consolidated financial statements since both of
the merged companies are fully consolidated subsidiaries of TGE Marine AG, Bonn,
Within the context of initial consolidation of the subsidiaries, the assets and
liabilities of the fully consolidated subsidiaries were measured at their fair
values as of May 1, 2006, in accordance with the acquisition method. The
difference resulting from setting off the respective acquisition costs against
the fair values of the acquired identifiable assets and debts was disclosed as
goodwill.
The annual financial statements of subsidiaries were adjusted as required with a
view to reconciling the accounting and valuation methods with those applied in
the Group.
The financial year of all companies included in consolidation runs from July 1
to June 30 of the following year.
All relevant intra-group receivables, liabilities and also expenses and income
among the Group companies were eliminated within the course of consolidation. No
intra-group results to be eliminated were recorded as at June 30, 2009 and in
the previous year.
Goodwill
Goodwill is not amortized according to schedule, but tested for impairment on
the basis of the obtainable amount of the cash-generating unit to which goodwill
is attributed ("impairment-only" approach). Under the impairment test, goodwill
acquired in a business combination is allocated to every individual
cash-generating unit which will probably benefit from the synergies arising from
the combination.
The impairment test is to be carried out annually and, in addition, at any time
when indications of a decrease in the value of the cash-generating unit exist.
If the carrying value of the cash-generating unit to which goodwill is
attributed exceeds the recoverable amount of that unit, goodwill attributed to
this cash-generating unit is impaired at the amount of that difference and needs
to be written-down, respectively. Value impairment of goodwill is not
reversible. If the value impairment of the cash-generating unit exceeds the
carrying value of goodwill attributed to this unit, further value impairment is
to be recorded through pro-rata deduction of carrying values of assets
attributed to this cash-generating unit. The recoverable amount of a
cash-generating unit is determined on the basis of its attributable fair value
less cost to sell.
In its capacity as cash generating unit, TGE has identified the operative
business segment, Offshore. The goodwill disclosed as of June 30, 2009 was
allocated to the Offshore segment to the full extent.
Revenue recognition
Revenue is stated at the attributable fair value of the consideration already
received or to be received receivable and represents the amounts receivable for
goods and services in the ordinary course of operating activities. Revenue is
shown net of discounts, value-added tax and other taxes relating to selling.
Revenue from construction contracts is recognized in accordance with the Group's
guidelines for construction contracts (please see below).
Interest income is accrued by considering the outstanding amount receivable plus
interest rate to be applied. The applicable interest rate is the then current
market rate used to discount the estimated future cash flows over the term of
the financial asset to the present value of the asset.
Construction contracts
Revenue and costs incurred in the course of construction contracts are
recognized in accordance with the percentage of completion method as of the
balance sheet date. The percentage of completion is determined based on the
costs incurred as of the balance sheet date as compared to the estimated total
project costs. Payments following changes in the overall project, subsequent
claims as well as premiums are included in total revenue to be recognized to the
extent agreed.
If it is probable that the total estimated project costs exceed the total
project revenue, the estimated loss is immediately included in income.
As of the balance sheet date, all projects in progress have been recognized
pursuant to the percentage of completion method stipulated in IAS 11 on the
basis of partial revenue recognition regulations. All income/loss from
construction contracts can be reliably estimated.
The Group recognizes all contract work in process with an asset-side balance
vis-à-vis customers as assets, where the costs incurred including profits
recorded (or less losses recorded) exceed the total amount of advance payments
received. These assets as well as invoices not yet paid by the customer are
stated under trade receivables.
The Group recognizes all contract work in process with a liability balance
vis-à-vis customers as a liability, where the total amount of advance payments
received exceed costs incurred including profits recorded (or less losses
recorded). These liabilities are stated under advance payments received.
Leases
The company is the lessee in numerous lease agreements. These leases provide for
a significant portion of the risks and rewards of ownership being retained by
the lessor. In accordance with IAS 17, all existing leases were thus classified
as operating leases instead of finance leases.
Rental payments made under operating leases are charged to the income statement
on a straight-line basis over the period of the lease.
Foreign currencies
Transactions denominated in foreign currencies other than the Euro are recorded
using the exchange rate prevailing at the date of transaction.
Monetary assets and liabilities of foreign permanent establishments are valued
at the rate prevailing at the balance sheet date. Non-monetary assets and
liabilities carried at amortized cost or attributable values which are
denominated in foreign currencies are translated at foreign exchange rates
prevailing at the date of determining the attributable fair value. Translation
gains and losses are recognized in income.
The following table presents the most important foreign currencies for TGE:
+-----------+--------+----------+--------+-------------+--------+-------------+--------+-------------+--------+-------------+
| Exchange rate 1 | ISO-Code | | Middle rate as of the | | Annual average exch. |
| EUR = | | | bal. sheet date | | rate |
+--------------------+----------+--------+------------------------------------+--------+------------------------------------+
| | | | | 6/30/2009 | | 6/30/2008 | | 2009 | | 2008 |
+-----------+--------+----------+--------+-------------+--------+-------------+--------+-------------+--------+-------------+
| | | | | | | | | | | |
+-----------+--------+----------+--------+-------------+--------+-------------+--------+-------------+--------+-------------+
| China | | CNY | | 9,6545 | | 10,8570 | | 9,4115 | | 10,7050 |
| | | | | | | | | | | |
+-----------+--------+----------+--------+-------------+--------+-------------+--------+-------------+--------+-------------+
| US-Dollar | | USD | | 1,4134 | | 1,5755 | | 1,3743 | | 1,4706 |
| | | | | | | | | | | |
+-----------+--------+----------+--------+-------------+--------+-------------+--------+-------------+--------+-------------+
| Swiss | | CHF | | 1,5265 | | 1,6091 | | 1,5378 | | 1,6302 |
| Francs | | | | | | | | | | |
+-----------+--------+----------+--------+-------------+--------+-------------+--------+-------------+--------+-------------+
| Pound | | GBP | | 0,8521 | | 0,7921 | | 0,8561 | | 0,7345 |
| Sterling | | | | | | | | | | |
+-----------+--------+----------+--------+-------------+--------+-------------+--------+-------------+--------+-------------+
| Taiwan | | TWD | | 46,3207 | | 48,0840 | | 45,0108 | | 46,7780 |
| Dollar | | | | | | | | | | |
+-----------+--------+----------+--------+-------------+--------+-------------+--------+-------------+--------+-------------+
To hedge certain exchange rate risks, the Group enters into forward transactions
in some cases.
Costs of borrowings
Costs of borrowings are recognized in the income statement at the date of
origin.
Pension costs
In financial year 2007/2008, the members of the management board of TGE Marine
AG were promised contribution-based pensions, for which the Company pays
contributions to a benefit fund. The benefit fund, on the other hand, concludes
reinsurance contracts in order to finance the benefits. The benefits promised by
the benefit fund correspond to the benefits paid by the reinsurance companies.
Payment of the benefits is measured on the basis of length of service and the
amount of remuneration.
Since the present value of the obligation and the fair value of the planned
assets are identical and only the balance is to be recorded as a liability in
accordance with IAS 19.54, a contribution-oriented pension commitment results,
and thus it is not necessary to record a provision in the balance sheet.
Income taxes
Income tax expense is the sum total of current tax expense and deferred taxes.
The current tax expense is determined on the basis of the annual taxable income.
Taxable income differs from net income recorded in the income statement since it
excludes expenses and income that will not be taxable or tax-deductible in
future years or will never be subject to tax, respectively. The Group's
liability in respect of the current tax expense is calculated on the basis of
the tax rates applicable at the balance sheet date.
Deferred income taxes are the expected tax charges or benefits from differences
arising between the carrying amounts of assets and liabilities in the annual
financial statements and their tax bases. The calculation follows the liability
method of accounting. Deferred tax liabilities are generally recognized for all
taxable temporary differences and deferred tax assets are recognized to the
extent that it is probable that future taxable profit will be available against
which the temporary differences can be utilized. However, these assets and
liabilities are not accounted for if the temporary difference arises from
goodwill or from the initial recognition of an asset or liability in a
transaction (other than business combinations) that at the time of the
transaction neither affects taxable income nor net profit or loss.
In addition, deferred tax assets are recorded for losses carried forward to the
extent that their future use is probable.
The carrying value of deferred tax assets is tested annually as of the balance
sheet date and is adjusted (value adjusted or written down), should it result in
a differing assessment of taxable income expected in a future foreseeable
period.
Deferred tax liabilities are recorded to account for temporary differences from
shares in subsidiaries, except when the Group is in a position to manage the
reversal of the temporary differences and it is probable that the temporary
difference will not undergo a reversal in the foreseeable future.
Deferred taxes are determined on the basis of the estimated average group tax
rate that is announced or adopted as at the balance sheet date.
Deferred tax assets and liabilities are netted if an enforceable claim for
netting exists and if the deferred tax assets and liabilities relate to the same
tax authority.
Intangible assets
Intangible assets recorded in the balance sheet relate exclusively to software
licenses and hidden reserves concerning the existing order backlog discovered in
the course of initial consolidation.
Intangible assets are recorded at cost and amortized on a straight-line basis
over the expected useful life.
Software licenses are amortized according to schedule over a period of four
years using the straight line method. The order backlog capitalized in the
course of initial consolidation is amortized straight line according to schedule
in accordance with the cash inflows expected.
Property, plant and equipment
Property, plant and equipment recorded relate exclusively to office equipment
which is stated at historical cost less accumulated depreciation and
impairments.
Depreciation takes place on a straight-line basis over the estimated useful life
of 3 to 10 years.
Impairment of property, plant and equipment and intangible assets (other than
goodwill)
At each balance sheet date, the Group reviews the carrying values of property,
plant and equipment, intangible assets and financial assets to determine whether
there are indications of a need for impairment in respect of these assets.
If there are such indications, the recoverable value of the asset is estimated
in order to determine the scope of the potential impairment expense. Where the
recoverable amount of individual assets can not be estimated, the recoverable
amount of the cash generating unit is estimated to which the asset belongs.
The recoverable amount is the higher of an asset's fair value less costs to sell
and the value in use. Upon determining the value in use, estimated future cash
flows are discounted to the present value by using the currently marketable
interest rate before taxes that reflects the specific risks of the asset not
accounted for in the cash flows. Fair value less costs to sell is determined
based on observable market multiples.
Where the estimated recoverable amount of an asset (or a cash-generating unit)
is below the asset's carrying value, the carrying value of the asset (the
cash-generating unit) is reduced to the recoverable amount. The impairment
expense is directly included in income.
Research and development expenses
Research costs are expensed. Development expenses shall be capitalized if the
terms according to IAS 38 are verifiably and cumulatively met. For example, it
has to be possible to use or sell the self-produced intangible asset and
additionally derive an economic benefit therefrom for the company.
Since the Company is not engaged in significant development activities beyond
construction contracts, no expenses were capitalized as of June 30, 2009.
Inventories
Inventories exclusively include raw materials (materials on hand) designated for
future use in projects. They are valued at acquisition cost, including
incidental acquisition costs (in particular freight costs).
In the event of indications that the net realizable value is below cost,
devaluation adjustment to the lower fair value are recorded.
Financial instruments
Financial assets and financial liabilities are recorded in the consolidated
balance sheet when the Group is a contracting party with respect to the
contractual rules of the financial instrument. They are derecognized if no
future cash inflows on assets are expected or if liabilities are settled.
Financial assets purchased in keeping with market conditions are accounted for
as at the date of performance.
a) Trade receivables, other receivables and other assets
Trade receivables, other receivables and other assets are stated at nominal
value or acquisition cost. Recognizable individual risks are accounted for by
appropriate value adjustments. Non-interest bearing or low-interest bearing
receivables at terms of more than one year are discounted.
b) Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the
economic substance of the underlying contract. Equity instruments are all
contracts that constitute a residual claim to the Group's assets after deducting
all liabilities.
c) Loans
Interest-bearing loans are stated at the amounts received. Financing costs,
including premiums due upon repayment or redemption are included in income via
the effective-yield method in the period incurred and increase the carrying
value of the instrument to this extent.
d) Trade payables
Trade payables do not bear interest and are recorded at the amount payable,
which approximates the fair value.
Derivative financial instruments and accounting for hedging transactions
The Group enters into foreign exchange forward contracts in order to hedge
against risks from changes in exchange rate differences. The Group does not use
derivative financial instruments for speculative purposes.
As a general rule, derivatives are measured at their fair values as at the
balance sheet date. Derivatives are stated at the fair value as of the balance
sheet date. Gains and losses from the revaluation of derivatives, or, for
non-derivatives the foreign currency component of the carrying value, are stated
under other income/ expenses in the respective period unless the derivative
qualifies and is effective as a hedging instrument within the scope of hedge
accounting. The Group uses individual derivatives in order to hedge against
changes to the fair value of recorded assets or liabilities (fair value hedge).
If derivative financial instruments are allocated to underlying transactions,
the Group documents the hedging relationship between the hedging instrument and
the underlying transaction as well as the objective of its risk management and
the pertaining strategy when the transaction is concluded. Moreover, at the
beginning of the hedging relationship and thereafter on a continuous basis, the
Group also documents its assessment as to whether the derivatives used in the
hedging relationship effectively compensate for the changes to the fair value of
the underlying transaction. The fair value of the derivative is disclosed under
other receivables or other liabilities, respectively.
Changes to the fair value of derivatives used for hedging the fair value are
recorded in the income statement together with the changes of the fair value of
the hedged assets or liabilities attributable to the hedged risk.
First time use of hedge accounting as of July 1, 2008 resulted in an income
effect of TEUR 1,769 in comparison with the previously applied accounting
methodology. Excluding the change in the accounting method, the undiluted result
as at June 30, 2009 would have amounted to EUR 5,83 and the diluted result would
have amounted to EUR 5,78.
The use of financial derivatives is governed by Group guidelines approved by
management. In accordance with these guidelines, in individual cases, basic
transactions denominated in foreign currencies are hedged exchange rate
fluctuations through the conclusion of hedging transactions at matched
maturities.
Provisions
Pursuant to IAS 37 provisions are recognized when the Group has a present
obligation to third parties as a result of past events that will probably lead
to an outflow of financial resources and can be reliably estimated.
Provisions are recognized for foreseeable risks and contingent liabilities in
the amount probably to be paid and are not set off against rights of recourse.
Non-interest bearing provisions which are due after more than one year are
discounted at market rates to the extent the interest effect is significant.
Provisions for legal costs are recognized on the basis of assessments made by
attorneys engaged by TGE.
Share-based remuneration
In the financial year under review, TGE granted employees and former employees
whose employment contracts were transferred to another company in the context of
the spin-off on July 1, 2007, share options for the first time on the occasion
of initial public offering in May 2008.
The share option program is accounted for as share-based remuneration in
accordance with IFRS 2. As at the respective cut-off date, the fair value of the
share option determined at the issue date is included in a equity special item
on a pro rata temporis basis over the blocking period. The fair value of the
options is determined using acknowledged financial models.
To the extent that share options were granted to employees of another company,
the obligation concerning acquisition of the shares required to operate the
program was accounted for at the balance sheet date.
Time deposits
This item relates to time deposits at maturities of more than 3 months and less
than 1 year.
Cash and cash equivalents
Cash and cash equivalents include currently available liquid funds, in
particular own funds and customer advance payments received.
Significant estimates and assumptions
The preparation of the consolidated financial statements pursuant to IFRS
requires discretionary decisions or estimates in respect of several balance
sheet items that will affect the recognition and valuation in the balance sheet
and the income statement.
TGE continuously reviews and evaluates assumptions and estimates. They are based
on historical experience and other factors, including expectations of future
trends and events. Actual results may differ from these assumptions and
estimates. The estimates and assumptions that have a material influence on the
annual accounts are discussed below.
Production orders are recognized in accordance with the so-called percentage of
completion method (POC method). Use of the percentage-of-completion method
requires the Group to estimate the work performed as of the balance sheet date.
Management determines the degree of completion based on the proportion of costs
incurred as of the balance sheet date to total estimated contract costs. The
amount of revenue recognized as of the balance sheet date would differ in the
event of a deviating percentage-of-completion rate.
To the extent expected project costs exceed total contract revenue to be
achieved, the expected loss is recognized immediately as an expense incurred
during the period. The expected loss per project is determined on the basis of
discussions between responsible project engineers and representatives of the
procurement and finance departments. The estimates thus gained and accordingly
also expected project losses can change as time progresses.
As at June 30, 2008 and June 30, 2009, TGE capitalized deferred taxes on tax
losses carried forward which were attributable in part to permanent
establishments abroad. TGE has not capitalized deferred taxes on these losses
carried forward since, due to current legislation, it is uncertain whether
foreign tax losses can be offset against taxable income generated in Germany.
TGE assesses this uncertainty and capitalizes deferred taxes only for those tax
losses carried forward for which offsetting can be assumed.
If the tax losses carried forward were allocable to the domestic and foreign
permanent establishments in a manner that deviates from the selected allocation
measure, this would impact on the amount of the deferred tax assets stated in
the balance sheet since the tax loss carried forward which is attributable to
Germany, and for which setting off against positive taxable income appears
likely, would change accordingly.
3. Segment reporting
For purposes of primary segment reporting, management differentiates between the
"Offshore" and "Onshore" business segments as follows:
Offshore - Rendering technical engineering services in the field of construction
of turn- key large-scale plants for the transport of
liquid gas and chemicals per ship as well as their refitting.
Onshore - Rendering technical engineering services in the field of construction
of turn-key large-scale plants on land for the storage
of liquid gas and chemicals as well as their refitting.
The Onshore segment was outsourced to a large extent with effect from July 1,
2007 in accordance with the regulations stipulated in the German Conversion Law
[Umwandlungsgesetz (UmwG)] and sold to external parties as of May 8, 2008.
Attention is drawn in this respect to our comments under 1. The activities of
the Onshore segment that were not outsourced are phasing out and are therefore
allocated to the "Offshore" segment as of July 1, 2008.
Revenue generated in the previous year on the basis of projects as well as
assets and liabilities are allocated to the business segments in accordance with
their affiliation to legal entities.
a) Presentation by business segments
+----------------------------+--------+-------------+--------+-------------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+------------+--------+-------------+
| | | Offshore | | Onshore | | Not allocated | | Total |
| | | (= continued business | | (= discontinued business | | | | |
| | | segment) | | segment) | | | | |
+----------------------------+--------+------------------------------------+--------+---------------------------------+--------+--------------------------------+--------+-----------------------------------+
| in | | 7/1/2008 | | 7/1/2007 | | 7/1/2008 | | 7/1/2007 | | 7/1/2008 | | 7/1/2007 | | 7/1/2008 | | 7/1/2007 |
| TEUR | |- 6/30/2009 | | - | | - | | - | | - | | - | | - | | - |
| | | | | 6/30/2008 | |6/30/2009 | | 6/30/2008 | |6/30/2009 | |6/30/2008 | | 6/30/2009 | | 6/30/2008 |
+----------------------------+--------+-------------+--------+-------------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+------------+--------+-------------+
| | | | | | | | | | | | | | | | | |
+----------------------------+--------+-------------+--------+-------------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+------------+--------+-------------+
| Revenue | | 71,502 | | 95,249 | | - | | 52,991 | | | | | | 71,502 | | 148,240 |
| | | | | | | | | | | | | | | | | |
+----------------------------+--------+-------------+--------+-------------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+------------+--------+-------------+
| | | | | | | | | | | | | | | | | |
+----------------------------+--------+-------------+--------+-------------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+------------+--------+-------------+
| Segment | | 8,265 | | 6,169 | | - | | - 29,614 | | | | | | 8,265 | | - 23,445 |
| results | | | | | | | | | | | | | | | | |
+----------------------------+--------+-------------+--------+-------------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+------------+--------+-------------+
| Segment | | 63,695 | | 111,024 | | - | | - | | | | | | 63,695 | | 111,024 |
| assets | | | | | | | | | | | | | | | | |
+----------------------------+--------+-------------+--------+-------------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+------------+--------+-------------+
| Segment | | 46,237 | | 102,434 | | - | | - | | 4,969 | | 6,138 | | 51,206 | | 108,572 |
| liabilities | | | | | | | | | | | | | | | | |
+----------------------------+--------+-------------+--------+-------------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+------------+--------+-------------+
| | | | | | | | | | | | | | | | | |
+----------------------------+--------+-------------+--------+-------------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+------------+--------+-------------+
| Capital | | 97 | | 672 | | - | | 244 | | | | | | 97 | | 916 |
| expenditure | | | | | | | | | | | | | | | | |
| in | | | | | | | | | | | | | | | | |
| non-current | | | | | | | | | | | | | | | | |
| assets | | | | | | | | | | | | | | | | |
+----------------------------+--------+-------------+--------+-------------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+------------+--------+-------------+
| Amortization/depreciation | | 267 | | 1,006 | | - | | 2,890 | | | | | | 267 | | 3,896 |
| | | | | | | | | | | | | | | | | |
+----------------------------+--------+-------------+--------+-------------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+------------+--------+-------------+
b) Presentation by geographic segments
The allocation of revenue to geographic regions is based on the domicile of the
commissioning dockyard. The allocation of assets and capital expenditure to
geographic regions is based on the location of the respective asset.
+-------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| | | Europe | | China | | Korea | | Other | | Total |
+-------------+--------+--------------------------------+--------+--------------------------------+--------+---------------------------------+--------+--------------------------------+--------+--------------------------------+
| in | | 7/1/2008 | | 7/1/2007 | | 7/1/2008 | | 7/1/2007 | | 7/1/2008 | | 7/1/2007 | | 7/1/2008 | | 7/1/2007 | |7/ 1/2008 | | 7/1/2007 |
| TEUR | | - | | - | | - | | - | | - | | - | | - | | - | | - | | - |
| | |6/30/2009 | |6/30/2008 | |6/30/2009 | |6/30/2008 | |6/30//2009 | |6/30/2008 | |6/30/2009 | |6/30/2008 | |6/30/2009 | |6/30/2008 |
+-------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| | | | | | | | | | | | | | | | | | | | | |
+-------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Revenue | | 14.981 | | 43,560 | | 30,884 | | 47,269 | | 25,395 | | 50,333 | | 242 | | 7,078 | | 71,502 | | 148,240 |
| | | | | | | | | | | | | | | | | | | | | |
+-------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| | | | | | | | | | | | | | | | | | | | | |
+-------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Segment | | 63.250 | | 101,051 | | 67 | | 1,932 | | 378 | | 7,770 | | - | | 271 | | 63,695 | | 111,024 |
| assets | | | | | | | | | | | | | | | | | | | | |
+-------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| | | | | | | | | | | | | | | | | | | | | |
+-------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Capital | | 97 | | 916 | | - | | - | | - | | - | | - | | - | | 97 | | 916 |
| expenditure | | | | | | | | | | | | | | | | | | | | |
+-------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
4. Accounting for discontinued operations pursuant to IFRS 5
To the extent a component of an entity that represents a separate significant
segment or geographic area or a subsidiary exclusively held for sale which was
acquired in a business acquisition is to be sold and the Group management has
started the official selling process, this component of an entity shall be
presented and accounted for as a discontinued operation pursuant to IFRS 5.
By purchase agreement dated May 8, 2008 and June 25, 2008, management sold the
Onshore segment (TGE Gas Engineering GmbH, Bonn, and TGE Engineering Consultancy
(Shanghai) Co. Ltd., Shanghai, China) to a third party. With economic effect
from July 1, 2007, a large part of assets and liabilities of the Onshore segment
were transferred by way of spin-off pursuant to Section 1 (1) no. 2, Section 123
(3) UmwG to TGE Gas Engineering GmbH, Bonn.
Accordingly, as in the prior year, the Onshore segment meets the requirements of
a discontinued operation pursuant to IFRS 5 as of June 30, 2008. No discontinued
operations were recorded as of June 30, 2009.
Pursuant to IFRS 5, assets pertaining to an operation to be discontinued shall
be stated at the lower of carrying value and fair value less cost to sell. The
fair value shall be derived from a prudent estimate of realizable proceeds.
Results of the discontinued Onshore segment are determined for the period from
July 1, 2007 to June 30, 2008 as follows:
+--------------+-----------+--------+
| in | 7/1/2007 | |
| TEUR | - | |
| | 6/30/2008 | |
+--------------+-----------+--------+
| Revenue | 52,991 | |
+--------------+-----------+--------+
| Other | 3,755 | |
| operating | | |
| income | | |
+--------------+-----------+--------+
| Cost | -46,584 | |
| of | | |
| materials | | |
+--------------+-----------+--------+
| Personnel | -7,974 | |
| expenses | | |
+--------------+-----------+--------+
| Depreciation | -2,890 | |
| of property, | | |
| plant and | | |
| equipment | | |
| and | | |
| amortization | | |
| of | | |
| intangible | | |
| assets | | |
+--------------+-----------+--------+
| Other | -7,128 | |
| operating | | |
| expenses | | |
+--------------+-----------+--------+
| Income | 251 | |
| from | | |
| the | | |
| disposal | | |
| of TGE | | |
| Gas | | |
| Engineering | | |
| Consultancy | | |
| (Shanghai) | | |
| Co. Ltd., | | |
| Shanghai, | | |
| China | | |
+--------------+-----------+--------+
| Expenses | -23,307 | |
| from the | | |
| disposal | | |
| of TGE | | |
| Gas | | |
| Engineering | | |
| GmbH, Bonn | | |
+--------------+-----------+--------+
| Financial | 1,420 | |
| result | | |
+--------------+-----------+--------+
| Loss/profit | -29,465 | |
| before | | |
| taxes | | |
+--------------+-----------+--------+
| Taxes | -149 | |
| on | | |
| income | | |
+--------------+-----------+--------+
| Net | -29,614 | |
| loss/profit | | |
| after taxes | | |
+--------------+-----------+--------+
No assets or liabilities were allocated to the discontinued Onshore operations
as at June 30, 2009 and June 30, 2008.
Notes to the Income Statement
5. Revenue construction contracts
Revenue relates to construction contracts of the continuing business segment
that are accounted for pursuant to IAS 11.
6. Long-term construction contracts
The total amount of costs incurred as of the balance sheet date plus recognized
profits (less recognized losses) amounts to TEUR 90,564 (previous year: TEUR
139,667).
As of the balance sheet date, TGE received payments from current projects to the
amount of TEUR 105,163 (previous year: TEUR 172,229). As in the previous year,
no retentions concerning customers were recorded.
7. Other operating income
Other operating income is composed in comparison with the previous year as
follows:
+-----------------+--------+----------------+--------+----------------+--------+-----------------+
| | | 7/1/2008 - | 7/1/2007 - 6/30/2008 |
| | | 6/30/2009 | |
+-----------------+--------+-------------------------+-------------------------------------------+
| in | | Offshore | | Offshore | | Onshore |
| TEUR | | | | | | |
+-----------------+--------+----------------+--------+----------------+--------+-----------------+
| Reversals | | 1,099 | | 245 | | 240 |
| of | | | | | | |
| provisions | | | | | | |
+-----------------+--------+----------------+--------+----------------+--------+-----------------+
| Indemnification | | 107 | | 238 | | 1,764 |
| from insurance | | | | | | |
| companies | | | | | | |
+-----------------+--------+----------------+--------+----------------+--------+-----------------+
| Income | | 35 | | | | |
| from | | | | - | | - |
| the | | | | | | |
| reduction | | | | | | |
| of | | | | | | |
| individual | | | | | | |
| value | | | | | | |
| adjustments | | | | | | |
+-----------------+--------+----------------+--------+----------------+--------+-----------------+
| Income | | | | | | 1,015 |
| from | | - | | - | | |
| arbitration | | | | | | |
| proceedings | | | | | | |
+-----------------+--------+----------------+--------+----------------+--------+-----------------+
| Income | | | | | | 8 |
| from | | - | | - | | |
| the | | | | | | |
| disposal | | | | | | |
| of fixed | | | | | | |
| assets | | | | | | |
+-----------------+--------+----------------+--------+----------------+--------+-----------------+
| Other | | 93 | | 676 | | 728 |
+-----------------+--------+----------------+--------+----------------+--------+-----------------+
| | | 1,334 | | 1,159 | | 3,755 |
+-----------------+--------+----------------+--------+----------------+--------+-----------------+
8. Cost of materials and purchased services
The Group's cost of materials relates to cost of raw materials and consumables
used, which are purchased within the scope of projects.
9. Personnel expenses
The personnel expenses incurred by the Group are structured as follows:
+----------+--------+-----------+--------+-----------+--------+----------+
| | | 7/1/2008 - | 7/1/2007 - 6/30/2008 |
| | | 6/30/2009 | |
+----------+--------+--------------------+-------------------------------+
| in | | Offshore | | Offshore | | Onshore |
| TEUR | | | | | | |
+----------+--------+-----------+--------+-----------+--------+----------+
| Wages | | 5,206 | | 5,527 | | 6,840 |
| and | | | | | | |
| salaries | | | | | | |
+----------+--------+-----------+--------+-----------+--------+----------+
| Social | | 913 | | 1,041 | | 1,134 |
| security | | | | | | |
| and | | | | | | |
| pension | | | | | | |
| costs | | | | | | |
+----------+--------+-----------+--------+-----------+--------+----------+
| | | 6,119 | | 6,568 | | 7,974 |
+----------+--------+-----------+--------+-----------+--------+----------+
The average number of employees working in the Group's subsidiaries as of June
30, 2009 (part-time employees are included on a pro-rata basis) is presented
according to the subsidiaries included in the consolidated financial statements
as follows:
+-------------+--------+-----------+--------+-----------+
| | | | | |
+-------------+--------+-----------+--------+-----------+
| | | 7/1/2008 | | 7/1/2007 |
| | | - | | - |
| | | 6/30/2009 | | 6/30/2008 |
+-------------+--------+-----------+--------+-----------+
| TGE | | 4 | | 3 |
| Marine | | | | |
| AG, | | | | |
| Bonn, | | | | |
| Germany | | | | |
+-------------+--------+-----------+--------+-----------+
| TGE | | 58 | | 55 |
| Marine | | | | |
| Gas | | | | |
| Engineering | | | | |
| GmbH, Bonn, | | | | |
| Germany | | | | |
+-------------+--------+-----------+--------+-----------+
| TGE | | 0 | | 3 |
| Marine | | | | |
| Engineering | | | | |
| GmbH, Bonn, | | | | |
| Germany | | | | |
+-------------+--------+-----------+--------+-----------+
| | | 62 | | 61 |
+-------------+--------+-----------+--------+-----------+
| | | | | |
+-------------+--------+-----------+--------+-----------+
| Freelance | | 1 | | 3 |
| staff | | | | |
+-------------+--------+-----------+--------+-----------+
Expenses relating to freelance staff are disclosed in the income statement under
the item "Cost of materials and purchased services". With respect to "Expenses
from the issuance of share options", reference is made to our comments under
Point 11.
10. Other operating expenses
Other operating expenses (including cost of initial public offering) are
structured as follows:
+----------------+--------+-----------+--------+-----------+--------+----------+
| | | 7/1/2008 - | 7/1/2007 - 6/30/2008 |
| | | 6/30/2009 | |
+----------------+--------+--------------------+-------------------------------+
| in | | Offshore | | Offshore | | Onshore |
| TEUR | | | | | | |
+----------------+--------+-----------+--------+-----------+--------+----------+
| IT | | 657 | | 462 | | 575 |
| costs | | | | | | |
+----------------+--------+-----------+--------+-----------+--------+----------+
| Rents, | | 635 | | 570 | | 1,191 |
| incidental | | | | | | |
| rental | | | | | | |
| expenses | | | | | | |
+----------------+--------+-----------+--------+-----------+--------+----------+
| Legal | | 563 | | 625 | | 691 |
| and | | | | | | |
| advisory | | | | | | |
| fees | | | | | | |
+----------------+--------+-----------+--------+-----------+--------+----------+
| Incidental | | 266 | | 89 | | 24 |
| bank | | | | | | |
| charges | | | | | | |
+----------------+--------+-----------+--------+-----------+--------+----------+
| Expenses | | 255 | | 41 | | 664 |
| for | | | | | | |
| foreign | | | | | | |
| distribution | | | | | | |
| offices | | | | | | |
+----------------+--------+-----------+--------+-----------+--------+----------+
| Travel | | 205 | | 189 | | 281 |
| costs | | | | | | |
+----------------+--------+-----------+--------+-----------+--------+----------+
| Advertisement | | 189 | | 182 | | 173 |
+----------------+--------+-----------+--------+-----------+--------+----------+
| Insurance | | 175 | | 131 | | 153 |
+----------------+--------+-----------+--------+-----------+--------+----------+
| Stock | | 411 | | | | |
| exchange, | | | | - | | - |
| capital | | | | | | |
| market | | | | | | |
+----------------+--------+-----------+--------+-----------+--------+----------+
| Telephone, | | 85 | | 88 | | 178 |
| fax, | | | | | | |
| postage, | | | | | | |
| etc. | | | | | | |
+----------------+--------+-----------+--------+-----------+--------+----------+
| Valuation | | 12 | | 63 | | 656 |
| allowances | | | | | | |
| on | | | | | | |
| receivables | | | | | | |
+----------------+--------+-----------+--------+-----------+--------+----------+
| External | | | | 23 | | 366 |
| distribution | | - | | | | |
| consultancy | | | | | | |
+----------------+--------+-----------+--------+-----------+--------+----------+
| Other | | 1,365 | | 1,059 | | 2,174 |
| operating | | | | | | |
| expenses | | | | | | |
+----------------+--------+-----------+--------+-----------+--------+----------+
| | | 4,818 | | 3,522 | | 7,126 |
+----------------+--------+-----------+--------+-----------+--------+----------+
Rents and incidental rental expenses relate largely to the TGE head office in
Bonn, Bad Godesberg.
11. Expenses for the issuance of share options
Within the course of TGE's initial public offering in May 2008, a total of
13,784 shares of stock were subscribed for, which are intended to be used for
the employee share option program.
On August 4, 2008, share options were granted to current and former TGE
employees who are entitled to acquire an individually determined amount of
shares for a purchase price of 1 EUR per unit on August 5, 2009 at the earliest.
The persons entitled are, in addition to TGE employees, employees of TGE Gas
Engineering GmbH and employees of companies that are affiliated with these
enterprises. Exercising the option is linked to a precondition that the employee
is still in the service of one of the companies mentioned at the time when the
option is exercised. The option does not lapse when an entitled employee reaches
retirement age.
In all, 8,850 or 4,934 subscription rights, respectively, were granted to
employees of TGE Gas Engineering GmbH and the TGE Group within the framework of
the employee share option program.
The 13,784 shares of stock required to service the share option program were
repurchased from TGE Marine AG on November 28, 2008 for a purchase price of
1EUR/ unit.
The model used to determine the fair value of the share options is based on the
non-arbitrage valuation according to Black/Scholes. The following parameters
were used in the calculation:
+------------+--------+
| Price | 144.54 |
| per | |
| share | |
| at the | |
| issue | |
| date | |
| (in | |
| EUR) | |
+------------+--------+
| Basic | 1.00 |
| price | |
| (in | |
| EUR) | |
+------------+--------+
| Non-risk | 3.50% |
| interest | |
| rate | |
+------------+--------+
| Term | 1 |
| of the | |
| option | |
| (in | |
| years) | |
+------------+--------+
| Volatility | 20.00% |
| | |
+------------+--------+
The volatility was determined on the basis of historical price developments as
an estimate. A fair value of TEUR 1,717 was determined. Of this amount, TEUR
1,624 were recorded as expense up to June 30, 2009.
The employee share option program is accounted for as share-based remuneration
in accordance with IFRS 2.
To the extent that shares are issued to TGE employees, the fair value of the
share options determined at the issue date is recorded as expense arising from
the issuance of share options in a special equity item over the blocking period.
To the extent that share options were granted to employees of TGE Gas
Engineering GmbH or an affiliated company of the latter, the fair value of the
share options was recorded as one amount in a special equity item at the time of
issuance. Expenses from the issuance of share options were recorded in the same
amount.
12. Expenses for restructuring, initial public offering (IPO)
Expenses from restructuring, IPO, are structured as follows for the period from
July 1, 2007 to June 30, 2008:
+----------------+--------+-----------+
| in | | 7/1/2007 |
| TEUR | | - |
| | | 6/30/2008 |
+----------------+--------+-----------+
| IPO | | 1,198 |
+----------------+--------+-----------+
| Expenses | | 1,023 |
| relating | | |
| to audit | | |
+----------------+--------+-----------+
| IFRS | | 196 |
| implementation | | |
+----------------+--------+-----------+
| Restructuring | | 79 |
+----------------+--------+-----------+
| Legal | | 51 |
| consulting | | |
+----------------+--------+-----------+
| Prospectus | | 37 |
+----------------+--------+-----------+
| Other | | 270 |
+----------------+--------+-----------+
| | | 2,854 |
+----------------+--------+-----------+
Similar expenses were not incurred during the period from July 1, 2008 to June
30, 2009.
13. Financial result
The financial result is broken down separated into financial income and
financial costs, as follows:
+-----------+--------+-----------+--------+-----------+--------+----------+
| | | 7/1/2008 - | 7/1/2007 - 6/30/2008 |
| | | 6/30/2009 | |
+-----------+--------+--------------------+-------------------------------+
| in | | Offshore | | Offshore | | Onshore |
| TEUR | | | | | | |
+-----------+--------+-----------+--------+-----------+--------+----------+
| a) | | | | | | |
| Financial | | | | | | |
| income | | | | | | |
+-----------+--------+-----------+--------+-----------+--------+----------+
| Interest | | 1,380 | | 1,017 | | 1,428 |
| and | | | | | | |
| similar | | | | | | |
| income | | | | | | |
+-----------+--------+-----------+--------+-----------+--------+----------+
| Other | | | | | | |
| | | - | | - | | - |
+-----------+--------+-----------+--------+-----------+--------+----------+
| | | 1,380 | | 1,017 | | 1,428 |
+-----------+--------+-----------+--------+-----------+--------+----------+
| b) | | | | | | |
| Financial | | | | | | |
| costs | | | | | | |
+-----------+--------+-----------+--------+-----------+--------+----------+
| Loan | | 193 | | 3,285 | | |
| Caledonia | | | | | | - |
+-----------+--------+-----------+--------+-----------+--------+----------+
| Other | | 205 | | 106 | | 8 |
+-----------+--------+-----------+--------+-----------+--------+----------+
| | | 398 | | 3,391 | | 8 |
+-----------+--------+-----------+--------+-----------+--------+----------+
| | | 982 | | - 2,374 | | 1,420 |
+-----------+--------+-----------+--------+-----------+--------+----------+
Interest income particularly results from the short-term investment of own
liquid funds and advance payments received from customers.
Part of the financial costs relates to the loan granted by Caledonia Investments
plc, London, Great Britain.
14. Income Taxes
The Group's income taxes for both business segments consist of the following:
+------------+--------+-----------+--------+-----------+--------+----------+
| | | 7/12008 - | 7/1/2007 - 6/30/2008 |
| | | 6/30/2009 | |
+------------+--------+--------------------+-------------------------------+
| in | | Offshore | | Offshore | | Onshore |
| TEUR | | | | | | |
+------------+--------+-----------+--------+-----------+--------+----------+
| Current | | - 3,149 | | - 1,726 | | - 41 |
| expenses | | | | | | |
| from | | | | | | |
| taxes | | | | | | |
+------------+--------+-----------+--------+-----------+--------+----------+
| Off-period | | 551 | | 168 | | |
| income | | | | | | - |
| from taxes | | | | | | |
+------------+--------+-----------+--------+-----------+--------+----------+
| Deferred | | 1,170 | | - 2,826 | | - 108 |
| taxes on | | | | | | |
| income | | | | | | |
| (previous | | | | | | |
| year: | | | | | | |
| -expenses) | | | | | | |
+------------+--------+-----------+--------+-----------+--------+----------+
| | | - 1,428 | | - 4,384 | | - 149 |
+------------+--------+-----------+--------+-----------+--------+----------+
The current expenses from taxes relate mainly to German corporation tax and the
solidarity surcharge (TEUR 1,379; previous year: TEUR 864) and trade tax (TEUR
1,512; previous year: TEUR 860)
As in the previous year, the average tax rate in the Group is 31.58% and
consists of German corporation tax (15%), solidarity surcharge (5.5% of
corporation tax) and trade tax (15.75%).
The tax on the Group's income before taxes deviates from the theoretical amount
resulting from the application of the weighted average group tax rate on the
result before taxes, as follows:
+----------------+------------------------+------------------------+-----------+--------+------------+
| in | | 7/1/2008 | | 7/ 1/2007 |
| TEUR | | - | | - |
| | |6/30/2009 | | 6/30/2008 |
+----------------+-------------------------------------------------+-----------+--------+------------+
| Result | | 9,693 | | - 18,912 |
| before | | | | |
| taxes | | | | |
+----------------+-------------------------------------------------+-----------+--------+------------+
| Average | | 31.58% | | 31.58% |
| group | | | | |
| income | | | | |
| tax | | | | |
| rate | | | | |
| (%) | | | | |
+----------------+-------------------------------------------------+-----------+--------+------------+
| Expected | | - 3,061 | | 5,972 |
| tax | | | | |
| expense | | | | |
| (previous | | | | |
| year: - | | | | |
| income ) | | | | |
+----------------+-------------------------------------------------+-----------+--------+------------+
| Off-period | | 551 | | - |
| income | | | | |
| from taxes | | | | |
+----------------+-------------------------------------------------+-----------+--------+------------+
| Tax | | - 513 | | - |
| proportion | | | | |
| for | | | | |
| permanent | | | | |
| differences | | | | |
| from share | | | | |
| option plan | | | | |
+----------------+-------------------------------------------------+-----------+--------+------------+
| Non-taxable | | - | | - 7,380 |
| result from | | | | |
| the sale of | | | | |
| companies | | | | |
+----------------+-------------------------------------------------+-----------+--------+------------+
| Non-deductible | | - 52 | | - 819 |
| operating | | | | |
| expenses | | | | |
+----------------+-------------------------------------------------+-----------+--------+------------+
| Losses | | - | | - 1670 |
| for | | | | |
| which | | | | |
| no | | | | |
| deferred | | | | |
| taxes | | | | |
| are | | | | |
| recognized | | | | |
+----------------+-------------------------------------------------+-----------+--------+------------+
| Use | | 1,769 | | - |
| of | | | | |
| losses | | | | |
| carried | | | | |
| forward | | | | |
| for | | | | |
| which | | | | |
| no | | | | |
| deferred | | | | |
| taxes | | | | |
| were | | | | |
| recognized | | | | |
| in the | | | | |
| previous | | | | |
| year | | | | |
+----------------+-------------------------------------------------+-----------+--------+------------+
| Effects | | - | | 727 |
| from | | | | |
| change | | | | |
| in the | | | | |
| group | | | | |
| tax | | | | |
| rate | | | | |
+----------------+-------------------------------------------------+-----------+--------+------------+
| Difference | | - 263 | | 125 |
| from | | | | |
| foreign | | | | |
| tax rates | | | | |
+----------------+-------------------------------------------------+-----------+--------+------------+
| Depreciation, | | - | | - 1,356 |
| deferred | | | | |
| taxes on | | | | |
| deferred tax | | | | |
| for losses | | | | |
| carried | | | | |
| forward | | | | |
+----------------+-------------------------------------------------+-----------+--------+------------+
| Other | 141 | | 17 |
+-----------------------------------------+------------------------------------+--------+------------+
| Income | | - 1,428 | | - 4,384 |
| tax | | | | |
| expense | | | | |
+----------------+-------------------------------------------------+-----------+--------+------------+
| Effective | | 14.73% | | -23.18% |
| tax | | | | |
| burden | | | | |
| (%) | | | | |
+----------------+------------------------+------------------------+-----------+--------+------------+
The following table shows the losses carried forward as at June 30, 2009 for
which no deferred tax assets were recorded.
+-----------+--------+---------+--------+---------+
| in | |6/30/09 | |6/30/08 |
| TEUR | | | | |
+-----------+--------+---------+--------+---------+
| | | | | |
+-----------+--------+---------+--------+---------+
| To be | | 1,734 | | 4,610 |
| carried | | | | |
| forward | | | | |
| for an | | | | |
| unlimited | | | | |
| period of | | | | |
| time | | | | |
+-----------+--------+---------+--------+---------+
15. Earnings per share
The earnings per share in financial year 2008/2009 were determined by taking
into account the number of shares issued. In the financial year under review,
they were determined as follows:
+-----------------------+--------+--------------+--------+--------+--------+--------------+
| Period | | Number | | Days | | Weighted |
| | | of | | | | number |
| | | shares | | | | of |
| | | | | | | shares |
+-----------------------+--------+--------------+--------+--------+--------+--------------+
| | | | | | | |
+-----------------------+--------+--------------+--------+--------+--------+--------------+
| 7/1/2008-/11/27/2008 | | 1,217,331 | | 150 | | 500,273 |
+-----------------------+--------+--------------+--------+--------+--------+--------------+
| 11/28/2008-6/30/2009 | | 1,203,547 | | 215 | | 708,939 |
+-----------------------+--------+--------------+--------+--------+--------+--------------+
| | | | | | | 1,209,212 |
+-----------------------+--------+--------------+--------+--------+--------+--------------+
In the previous year the average number of shares issued was determined as
follows:
+--------------------+--------+-----------+--------+--------+--------+-----------+
| Period | | Number | | Days | | Weighted |
| | | of | | | | number |
| | | shares | | | | of |
| | | | | | | shares |
+--------------------+--------+-----------+--------+--------+--------+-----------+
| | | | | | | |
+--------------------+--------+-----------+--------+--------+--------+-----------+
| 7/1/2007-8/23/2007 | | 1,000,000 | | 50 | | 136,986 |
+--------------------+--------+-----------+--------+--------+--------+-----------+
| 8/24/2007-5/6/2008 | | 1.020,000 | | 270 | | 754,521 |
+--------------------+--------+-----------+--------+--------+--------+-----------+
| 5/7/2008-6/30/2008 | | 1,217,331 | | 45 | | 150,082 |
+--------------------+--------+-----------+--------+--------+--------+-----------+
| | | | | | | 1,041,589 |
+--------------------+--------+-----------+--------+--------+--------+-----------+
Undiluted earnings per share
+--------------+--------+--------------+--------+---------------------------+
| | | 2008/ | | 2007/ |
| | | 2009 | | 2008 |
+--------------+--------+--------------+--------+---------------------------+
| | | | | |
+--------------+--------+--------------+--------+---------------------------+
| Group | | 8,265 | | - 23,445 |
| result | | | | |
| in | | | | |
| TEUR | | | | |
+--------------+--------+--------------+--------+---------------------------+
| Average | | 1,209,212 | | 1,041,589 |
| number | | | | |
| of | | | | |
| shares | | | | |
| of | | | | |
| stock | | | | |
+--------------+--------+--------------+--------+---------------------------+
| Undiluted | | 6.84 | | - 22.51 |
| earnings | | | | |
| per share | | | | |
| (in EUR; | | | | |
| previous | | | | |
| year: | | | | |
| diluted | | | | |
| and | | | | |
| undiluted) | | | | |
+--------------+--------+--------------+--------+---------------------------+
| Earnings | | | | 5.92 |
| per | | - | | |
| share of | | | | |
| the | | | | |
| continued | | | | |
| segment | | | | |
| (in EUR) | | | | |
+--------------+--------+--------------+--------+---------------------------+
| Earnings | | | | -28.43 |
| per | | - | | |
| share of | | | | |
| the | | | | |
| discontinued | | | | |
| segment (in | | | | |
| EUR) | | | | |
+--------------+--------+--------------+--------+---------------------------+
Calculation of the number of diluted shares
+------------+--------+-------------------+
| | | 2008/ |
| | | 2009 |
+------------+--------+-------------------+
| Group | | 8,265 |
| result | | |
| in | | |
| TEUR | | |
+------------+--------+-------------------+
| Options | | 13,784 |
| in | | |
| units | | |
+------------+--------+-------------------+
| Average | | 53.14 |
| market | | |
| price | | |
| for the | | |
| year | | |
| (in | | |
| EUR) | | |
+------------+--------+-------------------+
| Expense | | 6.71 |
| still | | |
| to be | | |
| recognized | | |
| from share | | |
| options | | |
| per share | | |
| (in EUR) | | |
+------------+--------+-------------------+
| Exercise | | 1.00 |
| price | | |
| (in EUR) | | |
+------------+--------+-------------------+
| Total | | 7.71 |
| (in | | |
| EUR) | | |
+------------+--------+-------------------+
| | | |
+------------+--------+-------------------+
| Issue | | 13.784*7,71/53,14 |
| at | | = 2.000 |
| fair | | |
| value | | |
| (in | | |
| units) | | |
+------------+--------+-------------------+
| | | |
+------------+--------+-------------------+
| Number | | 11,784 |
| of | | |
| diluted | | |
| shares | | |
+------------+--------+-------------------+
Diluted earnings per share
+-------------+--------+-----------+
| | | 2008/ |
| | | 2009 |
+-------------+--------+-----------+
| Weighted | | 1,209,212 |
| number | | |
| of | | |
| outstanding | | |
| shares - | | |
| undiluted | | |
| earnings | | |
| (unit) | | |
+-------------+--------+-----------+
| Number | | 11,784 |
| of | | |
| diluted | | |
| shares | | |
| from | | |
| share | | |
| option | | |
| plan | | |
| (unit) | | |
+-------------+--------+-----------+
| Weighted | | 1,220,996 |
| number | | |
| of | | |
| outstanding | | |
| shares - | | |
| diluted | | |
| earnings | | |
| (unit) | | |
+-------------+--------+-----------+
| | | |
+-------------+--------+-----------+
| Diluted | | 6.77 |
| earnings | | |
| per | | |
| share | | |
| (in EUR) | | |
+-------------+--------+-----------+
The launch of the share option plan led to a dilution of the earnings per share.
The Group result was not to be adjusted for expenses from the share option plan
within the scope of determination. In order to adjust the denominator, the share
option plan shares are to be split up according to shares measured at fair value
and shares issued free of cost. To this end, the relationship of the expected
earnings per share (exercise price + expense per share yet to be recognized) and
average share price for the year was used as a parameter. The shares issued free
of cost that were so determined have a diluting effect since the numerator
remains unchanged while the value of the denominator increases.
Notes to the consolidated balance sheet
16. Goodwill and other intangible assets
Goodwill and other intangible assets have developed as follows:
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| Acquisition | |Goodwill | | Order | |Software | | Total |
| values in | | | | backlog | | | | |
| TEUR | | | | and | | | | |
| | | | |customer | | | | |
| | | | | base | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| As of | | 7,843 | | 3,504 | | 17 | | 11,364 |
| July | | | | | | | | |
| 1, 2007 | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| Additions | | - | | - | | 151 | | 151 |
| | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| Disposals | | 85 | | - | | 27 | | 112 |
| | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| As of | | 7,758 | | 3,504 | | 141 | | 11,403 |
| July | | | | | | | | |
| 1, 2008 | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| Additions | | - | | - | | 6 | | 6 |
| | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| Disposals | | - | | - | | - | | - |
| | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| As of | | 7,758 | | 3,504 | | 147 | | 11,409 |
| June | | | | | | | | |
| 30, 2009 | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| Amortization | | | | | | | | |
| in TEUR | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| As of | | - | | 2,552 | | 8 | | 2,560 |
| July | | | | | | | | |
| 1, 2007 | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| Amortization | | - | | 879 | | 10 | | 889 |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| Disposals | | - | | - | | 8 | | 8 |
| | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| As of | | - | | 3,431 | | 10 | | 3,441 |
| July | | | | | | | | |
| 1, 2008 | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| Amortization | | - | | 73 | | 48 | | 121 |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| Disposals | | - | | - | | - | | - |
| | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| As of | | - | | 3,504 | | 58 | | 3,562 |
| June | | | | | | | | |
| 30, 2009 | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| Net | | 7,758 | | - | | 89 | | 7,847 |
| carrying | | | | | | | | |
| amount | | | | | | | | |
| as of | | | | | | | | |
| June 30, | | | | | | | | |
| 2009 | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
| Net | | 7,758 | | 73 | | 131 | | 7,962 |
| carrying | | | | | | | | |
| amount | | | | | | | | |
| as of | | | | | | | | |
| June 30, | | | | | | | | |
| 2008 | | | | | | | | |
+----------------+--------+----------+--------+----------+--------+----------+--------+----------+
The intangible assets, order backlog and customer base result from the purchase
price allocation in the course of the initial consolidation of fully
consolidated subsidiaries as of May 1, 2006. The goodwill recorded relates to
the remaining residual value resulting after deduction of the above-mentioned
intangible assets as of May 1, 2006.
The values of capitalized intangible assets, order backlog and the customer base
were determined by an external appraiser.
The goodwill was subjected to an impairment test as of June 30, 2009. To this
end, the value in use for the Offshore segment was determined and compared with
the carrying amount of the Offshore segment.
The value in use was determined on the basis of the corporate planning up to
financial year 2013/2014. No growth was assumed for the periods thereafter for
purposes of the impairment test.
The Weighted Cost of Capital (WACC) was determined for discounting. Taking a
base interest rate of 4.25% and a risk premium of 5% into account, it amounts to
a total of 9.25 %.
The value in use depends primarily on the key assumptions of the sustained
result and WACC. Both values are based on historical values and can be derived
from market values. A sensitivity analysis conducted for both key assumptions
also indicated that the value in use was above the carrying amount.
17. Property, plant and equipment
Property, plant and equipment developed as follows:
+-----------------------------------------------------------------+-+-------------+
| Acquisition costs in TEUR | | Factory |
| | | and office |
| | | equipment |
+-----------------------------------------------------------------+-+-------------+
| As of July 1, 2007 | | 210 |
+-----------------------------------------------------------------+-+-------------+
| Additions | | 521 |
+-----------------------------------------------------------------+-+-------------+
| Change in consolidated companies | | - |
+-----------------------------------------------------------------+-+-------------+
| Disposals | | 131 |
+-----------------------------------------------------------------+-+-------------+
| As of July 1, 2008 | | 600 |
+-----------------------------------------------------------------+-+-------------+
| Additions | | 91 |
+-----------------------------------------------------------------+-+-------------+
| Change in consolidated companies | | - |
+-----------------------------------------------------------------+-+-------------+
| Disposals | | 16 |
+-----------------------------------------------------------------+-+-------------+
| As of June 30, 2009 | | 675 |
+-----------------------------------------------------------------+-+-------------+
| | | |
+-----------------------------------------------------------------+-+-------------+
| Depreciation in TEUR | | |
+-----------------------------------------------------------------+-+-------------+
| As of July 1, 2007 | | 49 |
+-----------------------------------------------------------------+-+-------------+
| Depreciation | | 117 |
+-----------------------------------------------------------------+-+-------------+
| Change in consolidated companies | | - |
+-----------------------------------------------------------------+-+-------------+
| Disposals | | 6 |
+-----------------------------------------------------------------+-+-------------+
| As of July 1, 2008 | | 160 |
+-----------------------------------------------------------------+-+-------------+
| Depreciation | | 147 |
+-----------------------------------------------------------------+-+-------------+
| Change in consolidated companies | | - |
+-----------------------------------------------------------------+-+-------------+
| Disposals | | 15 |
+-----------------------------------------------------------------+-+-------------+
| As of June 30, 2009 | | 292 |
+-----------------------------------------------------------------+-+-------------+
| | | |
+-----------------------------------------------------------------+-+-------------+
| Net carrying value as of June 30, 2009 | | 383 |
+-----------------------------------------------------------------+-+-------------+
| Net carrying value as of June 30, 2008 | | 440 |
+-----------------------------------------------------------------+-+-------------+
18. Non-current time deposits and liquid funds
Non-current liquid funds relate to such liquid funds and time deposits that have
been pledged as security for guaranties issued by banks within the framework of
construction contracts which cease to be valid only after one year has expired
after the balance sheet date.
19. Inventories
Inventories recorded in the balance sheet relate to raw materials purchased on a
project-related basis.
20. Trade receivables
As of June 30, 2009, trade receivables are composed as follows:
+-------------+--------+-----------+--------+-----------+
| in | | 6/30/2009 | | 6/30/2008 |
| TEUR | | | | |
+-------------+--------+-----------+--------+-----------+
| Receivables | | 1,751 | | 4,117 |
| from | | | | |
| Percentage | | | | |
| of | | | | |
| Completion | | | | |
+-------------+--------+-----------+--------+-----------+
| Other | | 234 | | 1,064 |
| trade | | | | |
| receivables | | | | |
+-------------+--------+-----------+--------+-----------+
| | | 1,985 | | 5,181 |
+-------------+--------+-----------+--------+-----------+
All receivables recognized are due within one year. The age structure of the
trade receivables reported as of June 30, 2009 and as of June 30, 2008 is
reflected in the following table:
+--------+--------+--------+--------+------------+--------+--------+--------+-------------+
| | | 6/30/2009 | | 6/30/2008 |
+--------+--------+------------------------------+--------+-------------------------------+
| in | | Gross | | Value | | Gross | | Value |
| TEUR | | | | adjustment | | | | adjust-ment |
+--------+--------+--------+--------+------------+--------+--------+--------+-------------+
| Not | | 1,869 | | - | | 4,147 | | - |
| due | | | | | | | | |
+--------+--------+--------+--------+------------+--------+--------+--------+-------------+
| < 90 | | 68 | | - | | 888 | | - 616 |
| days | | | | | | | | |
+--------+--------+--------+--------+------------+--------+--------+--------+-------------+
| < 180 | | - | | - | | 48 | | - |
| days | | | | | | | | |
+--------+--------+--------+--------+------------+--------+--------+--------+-------------+
| < 360 | | 35 | | - | | 716 | | - 2 |
| days | | | | | | | | |
+--------+--------+--------+--------+------------+--------+--------+--------+-------------+
| > 360 | | 13 | | - | | 12 | | - 12 |
| days | | | | | | | | |
+--------+--------+--------+--------+------------+--------+--------+--------+-------------+
| | | 1,985 | | - | | 5,811 | | - 630 |
+--------+--------+--------+--------+------------+--------+--------+--------+-------------+
21. Other receivables and assets
The other receivables in comparison with the previous year relate to the
following:
+-------------+--------+-----------+--------+-----------+
| in | | 6/30/2009 | | 6/30/2008 |
| TEUR | | | | |
+-------------+--------+-----------+--------+-----------+
| Tax | | 3,528 | | 3,985 |
| refund | | | | |
| claims | | | | |
+-------------+--------+-----------+--------+-----------+
| Prepaid | | 240 | | 224 |
| expenses | | | | |
+-------------+--------+-----------+--------+-----------+
| Fair | | 136 | | 844 |
| value | | | | |
| of | | | | |
| derivative | | | | |
| financial | | | | |
| instruments | | | | |
+-------------+--------+-----------+--------+-----------+
| Purchase | | - | | 11,081 |
| price | | | | |
| receivable | | | | |
| from TGE | | | | |
| GasFin | | | | |
| Investments | | | | |
| S.A. | | | | |
+-------------+--------+-----------+--------+-----------+
| Receivables | | - | | - |
| from Suez | | | | |
| Energy | | | | |
| Services | | | | |
| Germany | | | | |
| GmbH, | | | | |
| Cologne | | | | |
+-------------+--------+-----------+--------+-----------+
| Other | | 344 | | 444 |
| receivables | | | | |
| and assets | | | | |
+-------------+--------+-----------+--------+-----------+
| | | 4,248 | | 16,578 |
+-------------+--------+-----------+--------+-----------+
The purchase price receivable from TGE Gasinvestments S.A., Luxembourg, results
from the sale of shares held in TGE Gas Engineering GmbH, Bonn, as of May 8,
2008. It was paid in July 2008.
All receivables reported have residual terms of less than one year.
22. Time deposits
The time deposits is due on February 3, 2010. The interest rate is 1.97% per
year.
Of the total amount, TEUR 9,653 is subject to limited availability since pledge
agreements in favor of banks have been signed in this amount.
23. Liquid funds
TGE reports liquid funds in the amount of TEUR 33,127 in its balance sheet
(previous year: TEUR 78,460).
The item includes cash, short-term bank balances (deposits) and time deposits
held by the Group. Time deposits has an average term of up to three months and
carried an average interest of 1.0 to 4.5 % in the financial year (previous
year, app. 3.0 % to 3.3% p.a.).
Of the liquid funds (Euro and foreign currency accounts) the availability of
TEUR 7,833 is restricted (previous year: TEUR 41,286) as of the balance sheet
date. There are pledge agreements in this amount in favor of credit institutions
concerning bank guarantees vis à vis customers that were granted within the
scope of project contracts.
Of this, TEUR 4,524 (previous year: TEUR 12,273) relate to liquid funds that
have been pledged as securities at banks for projects of TGE Gas Engineering
GmbH. As of June 30, 2009, payables to TGE GasFin Investments SA, Strassen,
Luxembourg In the same amount are reported under the item "Liabilities to
shareholders". Reference is made to our comments under Point 33.
Of the funds pledged as security, the amount of TEUR 7,456 (previous year:
TEUR 30,136) is available only after one year has expired.
24. Equity
The capital stock recorded relates to TGE Marine AG and is fully paid up as of
the balance sheet date.
Capital stock
The capital stock of TGE Marine AG is split up into 1,217,331 bearer shares with
equal rights and a nominal value of 1 EUR in each case.
By contract of November 28, 2008, TGE Marine AG repurchased 13,784 shares of
stock for 1 EUR/ unit. The shares are intended to operate the employee share
option program. Reference is made to our comments under Point 11.
The management board was authorized by the articles of incorporation to increase
the Company's capital stock up to June 30, 2009 through the issuance of new no
par shares in exchange for contributions in cash or in kind once or repeatedly
by a total of EUR 340,000 (Authorized Capital). By resolution of the general
meeting dated May 6, 2008 the Company's capital stock has been increased
conditionally by EUR 150,000.
Capital reserves:
Capital reserves refer in detail to the following:
- In the amount of TEUR 29,411, to premium amounts associated with
the IPO which took place on May 15, 2008. The premium
amount results from the issuance of 182,331 shares at a nominal
amount of 1 Euro each. A total amount of TEUR 611 of
proportionate IPO costs were deducted from capital reserves.
- In the amount of TEUR 7,160 (previous year: TEUR 7,000), to other
additional payments by the shareholders in terms of
Section 272 (2) No. 4 HGB.
Balancing item for share options
The balancing item in the amount of TEUR 1,625 results from the granting of
share options to current and former employees of the TGE Group on the occasion
of the IPO on May 8, 2008. The share option program is accounted for as
share-based remuneration in accordance with IFRS 2. With respect to the design
of the option program and the accounting treatment as of June 30, 2009,
reference is made to Point 11.
Loss carried forward
The loss carried forward results from the previous year's Group result.
25. Other provisions
Other provisions developed in the financial year as follows:
+-------------------+--------+-----------+--------+-----------+--------+-------------+--------+----------+
| in | | Opening | | Reversal | | Addition/ | | Closing |
| TEUR | | balance | | | | utilization | | balance |
| | | July 1, | | | | (-) | | June 30, |
| | | 2008 | | | | | | 2009 |
+-------------------+--------+-----------+--------+-----------+--------+-------------+--------+----------+
| Tax | | 1,117 | | 184 | | 2,638 | | 3,571 |
| provisions | | | | | | | | |
+-------------------+--------+-----------+--------+-----------+--------+-------------+--------+----------+
| Provisions | | 1,117 | | 184 | | 2,638 | | 3,571 |
| for taxes | | | | | | | | |
+-------------------+--------+-----------+--------+-----------+--------+-------------+--------+----------+
| Project | | 4,863 | | 753 | | - 1,788 | | 2,322 |
| costs | | | | | | | | |
+-------------------+--------+-----------+--------+-----------+--------+-------------+--------+----------+
| Personnel-related | | 1,514 | | 4 | | - 220 | | 1,290 |
| obligations | | | | | | | | |
+-------------------+--------+-----------+--------+-----------+--------+-------------+--------+----------+
| Outstanding | | 846 | | 269 | | - 100 | | 477 |
| invoices | | | | | | | | |
+-------------------+--------+-----------+--------+-----------+--------+-------------+--------+----------+
| Warranty | | 367 | | 12 | | - 175 | | 180 |
| obligations | | | | | | | | |
+-------------------+--------+-----------+--------+-----------+--------+-------------+--------+----------+
| Interest | | 1,482 | | | | - 1,482 | | |
| commitments | | | | - | | | | - |
+-------------------+--------+-----------+--------+-----------+--------+-------------+--------+----------+
| Litigation | | 50 | | 50 | | | | |
| costs | | | | | | - | | - |
+-------------------+--------+-----------+--------+-----------+--------+-------------+--------+----------+
| Other | | 212 | | 11 | | 1 | | 202 |
| obligations | | | | | | | | |
+-------------------+--------+-----------+--------+-----------+--------+-------------+--------+----------+
| Other | | 9,334 | | 1,099 | | - 3,764 | | 4,471 |
| provisions | | | | | | | | |
+-------------------+--------+-----------+--------+-----------+--------+-------------+--------+----------+
| Total | | 10,451 | | 1,283 | | - 1,126 | | 8,042 |
| remaining | | | | | | | | |
| provisions | | | | | | | | |
+-------------------+--------+-----------+--------+-----------+--------+-------------+--------+----------+
Tax provisions relate to deferred corporation and trade tax of the German
consolidated tax group comprising, in addition to TGE Marine AG, TGE Marine Gas
Engineering GmbH.
Provisions for project costs relate to outstanding project invoices after the
project has been finally accepted by the customer.
Personnel-related obligations relate mainly to vacations not yet taken and
overtime work provided (TEUR 424; previous year: TEUR 727) and to bonus payments
(TEUR 600; previous year: TEUR 660).
Provisions for warranties refer to statutory and contractually agreed warranty
obligations from project orders already completed.
26. Liabilities
Liabilities are broken down by maturity as follows:
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| | | Non-current | | Current | | Total |
+---------------+--------+--------------------------------+--------+--------------------------------+--------+--------------------------------+
| in | | 6/30/2009 | | 6/30/2008 | | 6/30/2009 | | 6/30/2008 | | 6/30/2009 | | 6/30/2008 |
| TEUR | | | | | | | | | | | | |
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Payments | | - | | - | | 14,581 | | 36,679 | | 14,581 | | 36,679 |
| received | | | | | | | | | | | | |
| on | | | | | | | | | | | | |
| account | | | | | | | | | | | | |
| of | | | | | | | | | | | | |
| orders | | | | | | | | | | | | |
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Trade | | - | | - | | 8,820 | | 10,055 | | 8,820 | | 10,055 |
| payables | | | | | | | | | | | | |
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Liabilities | | 4,524 | | - | | 5,355 | | 27,765 | | 9,879 | | 27,765 |
| to | | | | | | | | | | | | |
| shareholders | | | | | | | | | | | | |
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| | | | | | | | | | | | | |
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Payments | | - | | - | | 2,850 | | 2,850 | | 2,850 | | 2,850 |
| received | | | | | | | | | | | | |
| in | | | | | | | | | | | | |
| advance | | | | | | | | | | | | |
| for | | | | | | | | | | | | |
| future | | | | | | | | | | | | |
| orders | | | | | | | | | | | | |
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Present | | - | | - | | 1,859 | | - | | 1,859 | | - |
| value, | | | | | | | | | | | | |
| forward | | | | | | | | | | | | |
| exchange | | | | | | | | | | | | |
| transactions | | | | | | | | | | | | |
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Taxes | | - | | - | | 165 | | 19 | | 165 | | 19 |
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Social | | - | | - | | 18 | | 9 | | 18 | | 9 |
| security | | | | | | | | | | | | |
| contributions | | | | | | | | | | | | |
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Liabilities: | | - | | 4,524 | | - | | 9,896 | | - | | 14,420 |
| TGE Gas | | | | | | | | | | | | |
| Engineering | | | | | | | | | | | | |
| GmbH | | | | | | | | | | | | |
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Liability: | | - | | - | | - | | - | | - | | - |
| former | | | | | | | | | | | | |
| shareholder | | | | | | | | | | | | |
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Salaries | | - | | - | | - | | 62 | | - | | 62 |
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Other | | - | | - | | 23 | | 124 | | 23 | | 124 |
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Remaining | | - | | 4,524 | | 4,915 | | 12,960 | | 4,915 | | 17,484 |
| liabilities | | | | | | | | | | | | |
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Total | | 4,524 | | 4,524 | | 33,671 | | 87,459 | | 38,195 | | 91,983 |
+---------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
Payments received on account of orders relate to advance payments made by
customers to the extent they exceed the pro-rata receivables determined pursuant
to the percentage of completion method (POC method).
Loan liabilities in the amount of TEUR 12,273 to TGE Gas Engineering GmbH as of
June 30, 2008 were disclosed under the item "Liabilities to shareholders" due to
the assignment of receivables to TGE Gasinvestments SA, Strassen, Luxembourg, by
TGE Gas Engineering GmbH. This item relates to liabilities from liquid funds
which were deposited at banks in order to collateralize bank guarantees for
Onshore projects. Liquid funds in the same amount are disclosed on the balance
sheet's asset side. Of these liabilities, the amount of TEUR 2,394 was repaid in
the past financial year.
In order to improve comparability, the liabilities to shareholders in comparison
with the previous year were split up into current and non-current components and
reported correspondingly in the financial statements.
27. Financial instruments
Net result
The income and expenses recorded in the income statement or, respectively, gains
and losses on financial instruments are to be presented as net result per
measurement category in accordance with IAS 39 "Financial Instruments:
Recognition and Measurement":
+-------------+--------+-----------+--------+---------+--------+-------------+--------+-----------+--------+---------+--------+-------------+
| in | | 6/30/2009 | | At | | Loans | | 6/30/2008 | | At | | Loans |
| TEUR | | | | Fair | | and | | | | Fair | | and |
| | | | | Value | |receivables | | | | Value | |receivables |
+-------------+--------+-----------+--------+---------+--------+-------------+--------+-----------+--------+---------+--------+-------------+
| | | | | | | | | | | | | |
+-------------+--------+-----------+--------+---------+--------+-------------+--------+-----------+--------+---------+--------+-------------+
| Result | | - 798 | | - 798 | | - | | - 340 | | - 340 | | - |
| from | | | | | | | | | | | | |
| the | | | | | | | | | | | | |
| valuation | | | | | | | | | | | | |
| of | | | | | | | | | | | | |
| derivatives | | | | | | | | | | | | |
+-------------+--------+-----------+--------+---------+--------+-------------+--------+-----------+--------+---------+--------+-------------+
| Impairment | | - | | - | | - | | - 861 | | - | | - 861 |
| | | | | | | | | | | | | |
+-------------+--------+-----------+--------+---------+--------+-------------+--------+-----------+--------+---------+--------+-------------+
| Interest | | 981 | | - | | 981 | | - 953 | | - | | - 953 |
| result | | | | | | | | | | | | |
+-------------+--------+-----------+--------+---------+--------+-------------+--------+-----------+--------+---------+--------+-------------+
Classification
The classification of financial instruments that are allocated to the scope of
application of IFRS 7 "Financial Instruments: Disclosures" is oriented on the
existing balance sheet classification within the TGE Group. The overview below
shows the transition from the carrying values of these balance sheet items into
the measurement categories of IAS 39 "Financial Instruments: Recognition and
Measurement" and represents their fair values:
a) 6/30/2009:
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| in | | At | |Avail-abe | | Loans | | No | | Carrying | | Present |
| TEUR | | Fair | | for sale | | and | | IFRS | | amounts | | values |
| | | Value | | | |receivables | | category | | 30/6/2009 | | 30/6/2009 |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Financial | | | | | | | | | | | | |
| assets | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| POC | | - | | - | | - | | 1,751 | | 1,751 | | 1,751 |
| receivables | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Trade | | - | | - | | 234 | | - | | 234 | | 234 |
| receivables | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Receivables | | 136 | | - | | - | | - | | 136 | | 136 |
| from | | | | | | | | | | | | |
| derivatives | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Other | | - | | - | | 4,112 | | - | | 4,112 | | 4,112 |
| receivables | | | | | | | | | | | | |
| and assets | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Time | | - | | - | | 16,043 | | - | | 16,043 | | 16,043 |
| deposits | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Liquid | | - | | - | | | | - | | 33,127 | | 33,127 |
| funds | | | | | | 33.,127 | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Total | | 136 | | - | | 53,516 | | 1,751 | | 55,403 | | 55,403 |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| in | | At | |Liability | |Liabilities | | No | | Carrying | | Present |
| TEUR | | Fair | | at Costs | | at | | IFRS | | amounts | | values |
| | | Value | | | | amortized | | category | | 30/6/2009 | | 30/6/2009 |
| | | | | | | Costs | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Trade | | - | | - | | 8,820 | | - | | 8,820 | | 8,820 |
| payables | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Liabilities | | 1, 859 | | - | | - | | - | | 1,859 | | 1,859 |
| from | | | | | | | | | | | | |
| derivatives | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Liabilities | | - | | - | | 9,879 | | - | | 9,879 | | 9,879 |
| to | | | | | | | | | | | | |
| shareholders | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Other | | - | | - | | 3,056 | | - | | 3,056 | | 3,056 |
| financial | | | | | | | | | | | | |
| liabilities | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Total | | 1,859 | | - | | 21,755 | | - | | 23,614 | | 23,614 |
| | | | | | | | | | | | | |
+--------------+--------+------------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
b) 6/30/2008:
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| in | | At | |Available | | Loans | | No | | Carrying | | Present |
| TEUR | | Fair | | for sale | | and | | IFRS | | amounts | | values |
| | | Value | | | |receivables | | category | | 30/6/2008 | | 30/6/2008 |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Financial | | | | | | | | | | | | |
| assets | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| POC | | - | | - | | - | | 4,117 | | 4,117 | | 4,117 |
| receivables | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Trade | | - | | - | | 1,064 | | - | | 1,064 | | 1,064 |
| receivables | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Receivables | | 844 | | - | | - | | - | | 844 | | 844 |
| from | | | | | | | | | | | | |
| derivatives | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Other | | - | | - | | 15,510 | | - | | 15,510 | | 15,510 |
| receivables | | | | | | | | | | | | |
| and assets | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Interest-bearing | | - | | - | | - | | - | | - | | - |
| securities | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Liquid | | - | | - | | 78,460 | | - | | 78,460 | | 78,460 |
| funds | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Total | | 844 | | - | | 95,034 | | 4,117 | | 99,995 | | 99,995 |
| | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| in | | At | |Liability | |Liabilities | | No | | Carrying | | Present |
| TEUR | | Fair | | at Costs | | at | | IFRS | | amounts | | values |
| | | Value | | | | amortized | | category | | 30/6/2008 | | 30/6/2008 |
| | | | | | | Costs | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Trade | | - | | - | | 10,055 | | - | | 10,055 | | 10,055 |
| payables | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Liabilities | | - | | - | | 29,247 | | - | | 29,247 | | 29,247 |
| to | | | | | | | | | | | | |
| shareholders | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Other | | - | | - | | 17,484 | | - | | 17,484 | | 17,484 |
| financial | | | | | | | | | | | | |
| liabilities | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
| Total | | - | | - | | 56,786 | | - | | 56,786 | | 56,786 |
| | | | | | | | | | | | | |
+------------------+--------+---------+--------+-----------+--------+-------------+--------+-----------+--------+------------+--------+------------+
Nominal volume of the derivatives
The Company solely uses foreign exchange derivatives to hedge currency
fluctuations. The nominal volume of these derivatives corresponds to the hedged
foreign currency volume converted into Euro.
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| | | Hedged underlying | | Fair market values |
| | | transactions | | |
+--------------+--------+--------------------------------+--------+--------------------------------+
| in | | 6/30/2009 | | 6/30/2008 | | 6/30/2009 | | 6/30/2008 |
| TEUR | | | | | | | | |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Assets | | | | | | | | |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| USD - | | | | 12,178 | | | | 664 |
| < 1 | | - | | | | - | | |
| year | | | | | | | | |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| USD - | | | | 21,018 | | | | 615 |
| > 1 | | - | | | | - | | |
| year | | | | | | | | |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| | | | | 33,196 | | | | 1,279 |
| | | - | | | | - | | |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| | | | | | | | | |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| CHF - | | 3,517 | | 2,397 | | 124 | | 59 |
| < 1 | | | | | | | | |
| year | | | | | | | | |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| CHF - | | 452 | | | | 12 | | |
| > 1 | | | | - | | | | - |
| year | | | | | | | | |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| | | 3,969 | | 2,397 | | 136 | | 59 |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| | | 3,969 | | 35,593 | | 136 | | 1,338 |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Liabilities | | | | | | | | |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| USD - | | 17,486 | | - 4,221 | | - 1,460 | | - 478 |
| < 1 | | | | | | | | |
| year | | | | | | | | |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| CHF - | | 3,531 | | - 409 | | - 399 | | - 17 |
| < 1 | | | | | | | | |
| year | | | | | | | | |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| | | 21,017 | | - 4,630 | | - 1,859 | | - 495 |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| | | | | | | | | |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| | | 21,017 | | - 4,630 | | - 1,859 | | - 495 |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| | | | | | | | | |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
| Total | | 24,986 | | 40,223 | | | | |
| volume, | | | | | | | | |
| underlying | | | | | | | | |
| transactions | | | | | | | | |
+--------------+--------+-----------+--------+-----------+--------+-----------+--------+-----------+
Financial risk management
With respect to its assets, liabilities and planned transactions TGE is subject
in particular to risks arising from the change in foreign exchange rates,
interest rates and other risks (default risks). The objective of the financial
risk management is to restrict these market risks by means of the current
operative and finance-oriented activities. Dependent on the specific risk
assessment, selected derivative and non-derivative hedging instruments are used.
As a general rule, however only those risks are hedged which have an impact on
the Group's cash flow. Derivative financial instruments are used exclusively as
hedging instruments, i.e. they are not used for trading or other speculative
purposes. The hedging transactions are generally concluded only with leading
financial institutes to reduce the default risk.
The basic features of finance policy are defined annually by the managing board
and monitored by the supervisory board. The Group Treasury is responsible for
the implementation of the financial policy and current risk management. Certain
transactions are subject to the prior approval by the managing board. In
addition, the managing board is regularly informed of the scope and the amount
of the actual risk exposure. Treasury considers the effective management of the
market risk to be one of its major tasks. In order to be able to assess the
effects of various circumstances on the market, simulation calculations are
carried out by applying several worst-case and market scenarios.
There are no risk concentrations at present.
Default risks
Default risks particularly exist in respect of trade receivables from
construction contracts. They are largely limited by requesting prepayments from
customers, letters of credit or bank guarantees.
The remaining residual risk inherent in trade receivables is covered by
valuation allowances. The maximum risk exposure from trade receivables
corresponds to the carrying value of these receivables.
Interest rate risks
The Group's financing is mainly effected by non-interest bearing customers'
prepayments within the framework of construction contracts. The previous year
included a loan extended by a shareholder which was fully repaid as of July 1,
2008. No other significant interest-bearing loans are recorded.
Currency risks
In the course of its operating activities, TGE is exposed to currency risks. In
order to mitigate these risks, the Company uses derivative financial
instruments. The risk management aims at reducing fluctuations in results and
cash flows. In doing so, the consolidated result is to be hedged against risks
from market fluctuations of foreign exchange rates.
Derivative financial instruments are exclusively used for hedging purposes, i.e.
only in connection with corresponding basic transactions from original business
activities, which have a risk profile opposite to the hedging transaction. The
nature and scope of the basic transactions to be hedged are regulated basis in a
finance directive issued by management which is binding for the Group as a
whole.
Hedging transactions are exclusively entered into with first-class
counterparties within the framework of fixed limits. Only marketable instruments
with sufficient market liquidity are used. Theoretically, credit risks exist in
the amount of the positive market values of all derivatives; however, due to
high requirements regarding the creditworthiness of counterparties, there are no
material credit risks.
Basic transactions and hedging transactions subject to foreign currency risks
are regularly recorded and evaluated by means of a treasury management system
which is used throughout the Group. Thus, the respective exposure is transparent
at any time and is subject to permanent risk control.
The significant part of currency risks results from the development of the Euro
rate as against the US Dollar (basic transactions in the procurement and sales
area) and the Swiss franc (basic transactions in the procurement area). In the
event of high order volumes, foreign currency hedging transactions are entered
into when a binding engagement or binding order is placed, at the latest.
Accordingly, the net risk exposure from posted foreign currency receivables and
payables as well as the pertaining contracts are fully hedged via derivative
financial instruments (foreign exchange forward transactions).
If the US Dollar had been revalued (devalued) by 10% as of June 30, 2009, the
effect on the income statement (profit before taxes) would have been TEUR 393
(TEUR -480).
If the Swiss Franc had been revalued (devalued) by 10% as of June 30, 2009, the
effect on the income statement (profit before taxes) would have been TEUR -373
(TEUR 456).
Capital management
The prime objective of TGE's capital management is to ensure that the ability to
repay its liabilities as well as the financial substance are maintained in the
future also.
Financial security is primarily measured through the equity ratio indicator.
Components of this indicator are the balance sheet total of the consolidated
financial statements as well as the consolidated equity reported in the
consolidated balance sheet, which also represents capital in the TGE Group
within the meaning of IAS 1. The equity ratio is used as an important parameter
vis à vis investors, analysts, banks and rating agencies.
The capital structure can be controlled by TGE by means of adjustment of
dividends, capital reductions or the issuance of new shares as well as the
issuance of financial instruments, qualified as equity according to IFRS. TGE
aims at a capital structure appropriate to the business risk.
TGE is subject to the minimum capital requirements for stock corporations.
Compliance with these requirements is continuously monitored. In 2008/ 2009, the
requirements have been met.
+-----------+--------+------------+--------+-------------+--------+------------+
| | | 2008/ | | 2007/ | | Change |
| | | 2009 | | 2008 | | |
+-----------+--------+------------+--------+-------------+--------+------------+
| | | | | | | |
+-----------+--------+------------+--------+-------------+--------+------------+
| Equity | | 12,489 | | 2,452 | | 10,037 |
| in | | | | | | |
| TEUR | | | | | | |
+-----------+--------+------------+--------+-------------+--------+------------+
| Balance | | 63,695 | | 111,024 | | - 47,329 |
| sheet | | | | | | |
| total | | | | | | |
| in TEUR | | | | | | |
+-----------+--------+------------+--------+-------------+--------+------------+
| Equity | | 19.6 | | 2.2 | | 17.4 |
| ratio | | | | | | |
| according | | | | | | |
| to | | | | | | |
| reported | | | | | | |
| carrying | | | | | | |
| values in | | | | | | |
| % | | | | | | |
+-----------+--------+------------+--------+-------------+--------+------------+
The equity ratio improved significantly due to the performance in the financial
year.
28. Deferred taxes
Deferred tax assets and liabilities for financial statements purposes are
analyzed in the subsequent table:
+--------------+--------+-----------+--------+-------------+--------+-----------+--------+-------------+
| | | 6/30/2009 | | 6/30/2008 |
+--------------+--------+----------------------------------+--------+----------------------------------+
| in | | Deferred | | Deferred | | Deferred | | Deferred |
| TEUR | | tax | | tax | | tax | | tax |
| | | assets | | liabilities | | assets | | liabilities |
+--------------+--------+-----------+--------+-------------+--------+-----------+--------+-------------+
| Intangible | | | | | | | | 22 |
| assets and | | - | | - | | - | | |
| property, | | | | | | | | |
| plant and | | | | | | | | |
| equipment | | | | | | | | |
+--------------+--------+-----------+--------+-------------+--------+-----------+--------+-------------+
| Percentage | | | | 4,943 | | | | 8,423 |
| of | | - | | | | - | | |
| completion | | | | | | | | |
| method | | | | | | | | |
+--------------+--------+-----------+--------+-------------+--------+-----------+--------+-------------+
| Current | | | | 26 | | | | 266 |
| assets | | - | | | | - | | |
+--------------+--------+-----------+--------+-------------+--------+-----------+--------+-------------+
| Pension | | | | | | 33 | | |
| provisions | | - | | - | | | | - |
+--------------+--------+-----------+--------+-------------+--------+-----------+--------+-------------+
| Liabilities | | | | | | | | |
| | | - | | - | | - | | - |
+--------------+--------+-----------+--------+-------------+--------+-----------+--------+-------------+
| Tax | | | | | | 2,540 | | |
| losses | | - | | - | | | | - |
| carried | | | | | | | | |
| forward | | | | | | | | |
| and tax | | | | | | | | |
| credit | | | | | | | | |
| notes | | | | | | | | |
+--------------+--------+-----------+--------+-------------+--------+-----------+--------+-------------+
| | | | | 4,969 | | 2,573 | | 8,711 |
| | | - | | | | | | |
+--------------+--------+-----------+--------+-------------+--------+-----------+--------+-------------+
| Thereof | | | | 1,517 | | 2,573 | | 3,743 |
| current | | | | | | | | |
+--------------+--------+-----------+--------+-------------+--------+-----------+--------+-------------+
| | | | | | | | | |
+--------------+--------+-----------+--------+-------------+--------+-----------+--------+-------------+
| Offset | | | | | | - 2,573 | | - 2,573 |
| | | - | | - | | | | |
+--------------+--------+-----------+--------+-------------+--------+-----------+--------+-------------+
| | | | | 4,969 | | | | 6,138 |
| | | - | | | | - | | |
+--------------+--------+-----------+--------+-------------+--------+-----------+--------+-------------+
| | | | | | | | | |
+--------------+--------+-----------+--------+-------------+--------+-----------+--------+-------------+
| Thereof: | | | | 4,969 | | | | 6,138 |
| Offshore | | - | | | | - | | |
| segment | | | | | | | | |
+--------------+--------+-----------+--------+-------------+--------+-----------+--------+-------------+
Deferred taxes from percentage of completion relate to tax liabilities due to
anticipated profit shares from construction contracts pursuant to IAS 11. The
decline in comparison with the previous year is due to customers' acceptance of
a total of 13 projects in the financial year, which resulted in the realization
of revenue earned with these projects according to German tax regulations.
Consequently, the inventory of anticipated profit shares pursuant to IFRS
declined in the financial year.
As in the previous year, temporary differences associated with shares in
subsidiaries were not recorded.
29. Notes to the cash flow statement
The cash flow from operating activities reflects income tax payments of TEUR 263
(previous year: TEUR 0). In the current financial year and the previous year, no
dividends were received.
In the financial year from July 1, 2008 to June 30, 2009, cash flows provided by
investing activities relate, in particular, to cash received in the amount of
TEUR 11.081 which is associated with the sale of the shares in TGE Gas
Engineering GmbH in financial year 2007/ 2008.
The Group's financial position is characterized mainly by cash flows from
financing activities. Significant cash inflows amounting to TEUR 22,680 result
from the change in the non-current liquid funds portfolio. Cash outflows
concern, in particular, the repayment of a shareholder loan granted by Caledonia
Investment plc., London, UK, in the amount of TEUR 29,247, and payments of TEUR
2,394 relating to a loan granted by Gasfin S.A., Strassen, Luxembourg. The
latter concerns liquid funds deposits at banks for bank guarantees concerning
the Onshore business segment. As a general rule, the funds are repaid upon
expiry of the term of the respective bank guarantee. Liquid funds in the amount
of TEUR 16,043 were used as time deposits, which are due to expire on February
3, 2010.
In the previous year the Group's financial position was characterized by cash
flows from financing activities, whereby the significant cash inflows result
from the IPO that took place on May 15, 2008 on the London Stock Exchange. The
Company recognized liquid funds in the total amount of TEUR 30,022 which are
attributable to the capital increase effected in the previous financial year.
This amount was based on pro rated IPO costs of TEUR 611, which were deducted
openly from capital reserves.
Cash and cash equivalents relate to the stock of short-term liquid funds held by
TGE and, as of the balance sheet date, are mainly due to customer prepayments
and own funds.
As of June 30, 2009, the Company has at its disposal guarantee credit lines at
banks in the amount of TEUR 71,000 (previous year: TEUR 71,000), which were
utilized in the amount of TEUR 30,428 (previous year: TEUR 44,609) as of the
balance sheet date. Credit lines in the amount of TEUR 17,486 (previous year:
TEUR 41,286) are collateralized on the basis of the Group's pledged bank credit
balances.
In the previous year, the discontinued Onshore segment disclosed cash flow from
operating activities, investing and financing activities as follows:
+-----------+--------+-----------+--------+-----------+
| in | | 7/1/2008 | | 7/1/2007 |
| TEUR | | - | | - |
| | | 6/30/2009 | | 6/30/2008 |
+-----------+--------+-----------+--------+-----------+
| Cash | | - | | 9,477 |
| flow | | | | |
| from | | | | |
| operating | | | | |
| activity | | | | |
+-----------+--------+-----------+--------+-----------+
| Cash | | - | | 593 |
| flow | | | | |
| from | | | | |
| investing | | | | |
| activity | | | | |
+-----------+--------+-----------+--------+-----------+
| Cash | | - | | - |
| flow | | | | |
| from | | | | |
| financing | | | | |
| activity | | | | |
+-----------+--------+-----------+--------+-----------+
30. Contingencies
Pursuant to Section 133 UmwG, TGE is jointly and severally liable together with
TGE Gas Engineering GmbH, Bonn, for a period of five years for all liabilities
originated before the time of the spin-off to TGE Gas Engineering GmbH, Bonn, as
of July 1, 2007. The liability includes in addition to the liabilities that
remained with TGE in particular those liabilities which have been transferred
within the course of the spin-off to TGE Gas Engineering GmbH, Bonn.
In addition to that, there are no contingencies that need to be disclosed as of
June 30, 2009.
31. Other financial obligations
Purchase commitments
Contractual purchase commitments for external services in projects (excluding
expenses for freelancers) amount to TEUR 17,214 (previous year: TEUR 57,377) in
the Group.
Obligations from operating lease contracts
The Group has various operating lease contracts, especially from the leasing of
administrative buildings and factory and office equipment. The lease agreements
have different terms, rent adjustment provisions and prolongation options. The
most significant lease agreements for buildings are fixed for a term of 3 to 10
years. Operating lease contracts relate to office equipment and have an average
basic rental term of 3 years.
The future accumulated minimum lease expenses from non-terminable operating
leases are presented as follows:
+--------+--------+----------+--------+-----------+
| in | | 6/30/09 | | 6/30/08 |
| TEUR | | | | |
+--------+--------+----------+--------+-----------+
| | | | | |
+--------+--------+----------+--------+-----------+
| Up to | | 554 | | 554 |
| one | | | | |
| year | | | | |
+--------+--------+----------+--------+-----------+
| More | | 1,260 | | 1,814 |
| than | | | | |
| one | | | | |
| year, | | | | |
| up to | | | | |
| five | | | | |
| years | | | | |
+--------+--------+----------+--------+-----------+
| More | | | | |
| than | | - | | - |
| five | | | | |
| years | | | | |
+--------+--------+----------+--------+-----------+
| | | 1,814 | | 2,368 |
+--------+--------+----------+--------+-----------+
The future total expenses of TEUR 1,814 include TEUR 1,702 (previous year: TEUR
2,212), expenses for the office building in Bonn at Mildred-Scheel-Strasse 1.
TGE uses the premises as sub-tenant of TGE Gas Engineering GmbH. As of the June
30, 2009 balance sheet date, the residual term of the rental agreement was 40
months.
Loan interest and loan repayment obligations
As of June 30, 2008, there are loan agreements in the amount of TEUR 14,000 and
TEUR 15,000 concluded with Caledonia Investments plc, London, Great Britain,
which were repaid to Caledonia on July 1, 2008, November 27, 2008, and March 20,
2009 at the amount used (TEUR 24.000), plus accumulated interest. The interest
on the loans was 12,5% per year.
In addition, there are loan liabilities vis à vis Gasfin S.A., Strassen,
Luxembourg. Originally, these liabilities result from retained liquid funds that
were to be transferred to TGE Gas Engineering GmbH within the scope of the
spin-off as of July 1, 2007 on the basis of the spin-off agreement dated
December 10, 2007. The liquid funds were not transferred to the extent that bank
guarantees were issued for the Onshore segment via TGE that, according to the
agreements concluded with the banks, were to be deposited as collateral through
liquid funds. The liquid funds are repaid upon expiry of the guaranties and
release of the liquid funds by the banks.
The liquid funds are invested by the banks as fixed term deposits over the term
of the bank guarantee issued. The respective interest income realized is passed
on to TGE Gas Engineering GmbH as contractually agreed with the latter.
TGE Gas Engineering GmbH assigned the loan receivables to its shareholder, TGE
Gasfin Investments S.A., Strassen, Luxembourg, on September 19, 2008. Since
then, the loan has been reported under the item "Liabilities to shareholders".
32. Litigation risks
TGE companies are a party in various litigations. Pursuant to current
assessment, none of the pending proceedings will have a material impact on the
future net assets, financial position and results of operations of the Group.
Where necessary, provisions for litigation costs have been set up in appropriate
amounts.
33. Related party transactions
Related party transactions (entities)
TGE provides extensive services for related parties. The related parties of TGE
Marine AG include Caledonia Investments plc, London, Great Britain, which holds
35.4% (previous year: 35.4%) of the subscribed capital of TGE Marine AG.
In addition, TGE Gasfin S.A., Strassen, Luxembourg, holds 12.3% (previous year:
12.3%), TGE Gasfin GbR, Bonn, holds 1.2 % (previous year: 1.2%) and TGE Gasfin
Investments S.A., Strassen, Luxembourg, holds 16.2% (previous year: 0.0%) of the
subscribed capital of TGE Marine AG. Consequently, the Gasfin companies hold a
total of 29.7% of the shares in TGE Marine AG, Bonn. In order to answer the
question as to whether a related party exists in terms of IAS 24, the shares are
added together and the companies are treated collectively as a related party.
In addition, TGE Gas Engineering GmbH, Bonn, qualifies as a related party since
it is an associated company of TGE Gasfin S.A., Strassen, Luxembourg, in terms
of IAS 28.
Until June 30, 2008, two loan agreements existed between TGE and Caledonia
Investments plc., London, Great Britain, which were utilized by TGE in the
amount of TEUR 24,000. The loans carried annual interest of 12.5%. The loans
including accumulated interest were repaid in full on July 1, 2008, November 27,
2008, and March 20, 2009. There are no other service relationships between TGE
and Caledonia Investments plc., London, Great Britain.
In accordance with an agreement concluded between TGE and TGE GasFin Investments
S.A., Strassen, Luxembourg, on July 1, 2008, TGE GasFin Investments S.A.
provides services to TGE within the framework of Onshore contracts which
remained with TGE in the course of the spin-off of the Onshore segment. TGE
GasFin S.A., in turn, concluded an agreement with TGE Gas Engineering GmbH,
which, in its capacity as sub-contractor, provides the contractually agreed
services.
On May 8, 2009, TGE GasFin Investments S.A. acquired the shares in TGE Gas
Engineering GmbH for a purchase price of TEUR 11,081. The purchase price was
paid in July 2008.
In accordance with a service agreement concluded by TGE and TGE Gas Engineering
GmbH on January 2, 2008, various services within the framework of Onshore
contracts that remained with TGE within the course of the Onshore spin-off as
well as administrative services are performed for TGE. From July 1, 2008
onwards, services provided within the scope of Onshore project contracts are
directly settled between TGE and TGE GasFin Investments S.A..
By contract of December 28, 2007, TGE Marine Gas Engineering GmbH rented certain
office rooms from TGE Gas Engineering GmbH in a capacity as sub-tenant. The
monthly rent amounts to TEUR 43, plus VAT. The sub-tenant contract is linked
with the rental contract concluded by TGE Gas Engineering GmbH with the lessor,
in terms of the tenancy period, amongst other things. Overall. the main rental
contract is due to expire on October 31, 2012.
In addition, TGE and TGE Gas Engineering GmbH concluded a Supplement Agreement
on May 6, 2008, which clarifies matters associated with the spin-off agreement
concluded on December 10, 2007, in particular. Moreover, the agreement
stipulates that TGE Gas Engineering GmbH exempts the TGE Group from expenses
which are to be borne by TGE within the framework of contractual or statutory
guarantee commitments.
The following table reflects the scope of service relationships with related
parties in the past financial year and the balance sheet items as at June 30,
2009:
+-------------+---------+-----------+----------+---------+---------+-----------+----------+-----------+
| | Caledonia | Gasfin | TGE Gas | Total |
| | Investments plc | S.A./GbR | Engineering | |
| | | | GmbH | |
+-------------+---------------------+--------------------+---------------------+----------------------+
| in | 6/30/09 | 6/30/08 | 6/30/09 | 6/30/08 | 6/30/09 | 6/30/08 | 6/30/09 | 6/30/08 |
| TEUR | | | | | | | | |
+-------------+---------+-----------+----------+---------+---------+-----------+----------+-----------+
| | | | | | | | | |
+-------------+---------+-----------+----------+---------+---------+-----------+----------+-----------+
| Services | 7 | - | - | - | 408 | 184 | 410 | 184 |
| provided | | | | | | | | |
+-------------+---------+-----------+----------+---------+---------+-----------+----------+-----------+
| Purchased | - | - | 1,373 | - | 1,843 | 1,928 | 3,216 | 1,928 |
| services | | | | | | | | |
+-------------+---------+-----------+----------+---------+---------+-----------+----------+-----------+
| Trade | - | - | - | - | - | - | - | - |
| receivables | | | | | | | | |
+-------------+---------+-----------+----------+---------+---------+-----------+----------+-----------+
| Financial | - | - | - | 11,081 | - | - | - | 11,081 |
| receivables | | | | | | | | |
+-------------+---------+-----------+----------+---------+---------+-----------+----------+-----------+
| Other | 6 | - | - | - | 36 | - | 42 | - |
| receivables | | | | | | | | |
+-------------+---------+-----------+----------+---------+---------+-----------+----------+-----------+
| Other | - | - 1,482 | - | - | - | - | - | - 1,482 |
| provisions | | | | | | | | |
+-------------+---------+-----------+----------+---------+---------+-----------+----------+-----------+
| Trade | - 31 | - | - | - | - | - | - 31 | - |
| payables | | | | | | | | |
+-------------+---------+-----------+----------+---------+---------+-----------+----------+-----------+
| Financial | - | - 27,765 | - 9,879 | - | - | - 14,420 | - 9,879 | - 42,185 |
| liabilities | | | | | | | | |
+-------------+---------+-----------+----------+---------+---------+-----------+----------+-----------+
| Other | - | - | - | - | - | - | - | - |
| liabilities | | | | | | | | |
+-------------+---------+-----------+----------+---------+---------+-----------+----------+-----------+
The disclosed receivables from TGE Gasfin Investments S.A. as of June 30, 2008
concerned the purchase price receivable from the sale of shares in TGE Gas
Engineering GmbH, Bonn. The purchase price was paid to TGE in July 2008.
The liabilities to TGE Gasfin Investments S.A. mainly include liquid funds that
are deposited with banks by TGE to provide collateral for bank guaranties
concerning the Onshore segment. TGE retransfers the liquid funds to TGE Gasfin
Investments S.A. when the underlying banking guarantee has expired. The pledged
liquid funds are invested by the banks as fixed term deposits. The pertaining
realized interest is credited to TGE Gasfin Investments S.A. . As of June 30,
2008 loan liabilities vis à vis TGE Gas Engineering GmbH were reported. Since
TGE Gas Engineering GmbH assigned loan receivables to TGE Gasfin Investments
S.A. in the financial year, the disclosure changed in comparison with the
previous year.
Related party transactions (persons)
Related persons are the members of management who are directly or indirectly
concerned with and responsible for the planning, management and monitoring of
the Group's activities.
The group of related persons comprises the former managing directors of TGE
Holding GmbH as well as the present and former members of the managing board and
advisory board of TGE Marine AG. The group of persons mentioned has direct and
indirect shareholdings in TGE Marine AG amounting to a total of 38.7% (previous
year: 17.6%) of the capital stock. The total of 38.7% in the current year
includes, inter alia, a 29.71% stake held by the Gasfin companies in the
subscribed capital. With respect to the service relationships between TGE and
the Gasfin companies during the year, reference is made to the comments under
Related party disclosures.
Except for current remuneration, the related parties did not receive benefits
from the Group.
In the financial year, total remuneration of the groups mentioned amounted to:
+--------------+-------------------+----------------------+-------------------+---------------------+
| | Managing board | Supervisory |
| | | board |
+--------------+------------------------------------------+-----------------------------------------+
| in | 6/30/09 | 6/30/08 | 6/30/09 | 6/30/08 |
| TEUR | | | | |
+--------------+-------------------+----------------------+-------------------+---------------------+
| | | | | |
+--------------+-------------------+----------------------+-------------------+---------------------+
| Current | 1,049 | 1,029 | 143 | 72 |
| remuneration | | | | |
+--------------+-------------------+----------------------+-------------------+---------------------+
| Other | 1 | 1 | | |
| receivables | | | - | - |
+--------------+-------------------+----------------------+-------------------+---------------------+
| | 1,050 | 1,030 | 143 | 72 |
+--------------+-------------------+----------------------+-------------------+---------------------+
The purchased deliveries and services include additions to provisions for bonus
payments in the amount of TEUR 200 (previous year: TEUR 207).
Due to a resolution of the shareholders' meeting held on August 23, 2007 to
increase the capital stock of TGE Holding GmbH, Munich (legal predecessor of TGE
Marine AG), by TEUR 20, a former member of the managing board of TGE Marine AG
made an additional payment in the amount of TEUR 160 to other capital reserves
in accordance with Section 272 (1) No. 4 HGB.
No other transactions of the TGE Group with former or current managing board
members or members of the supervisory board of the Company were recorded in the
financial year and in the previous year.
Deliveries and services are usually made available to related parties on the
basis of actual cost including an appropriate profit margin according to the
arm's length principle. Deliveries and services are continuously purchased from
related parties at similar conditions as they would apply to unrelated third
parties.
34. Events after the balance sheet date
There were no reportable events after the balance sheet date.
35. Information in accordance with national provisions
Share ownership pursuant to Section 313 (2) and( 4) HGB
+--------+--------+-------------+--------+---------+--------+-------------+--------+---------+--------+----------+--------+----------+--------+
| No. | | Company | | Head | |Shareholder | |Capital | | Equity | | Result | |
| | | | | office | | | | shares | | | | | |
+--------+--------+-------------+--------+---------+--------+-------------+--------+---------+--------+----------+--------+----------+--------+
| | | | | | | | | % | | TEUR | | TEUR | |
+--------+--------+-------------+--------+---------+--------+-------------+--------+---------+--------+----------+--------+----------+--------+
| | | | | | | | | | | | | | |
+--------+--------+-------------+--------+---------+--------+-------------+--------+---------+--------+----------+--------+----------+--------+
| (1) | | TGE | | Bonn, | | | | | | 62,806 | | 18,950 | |
| | | Marine | | Germany | | | | | | | | | |
| | | AG | | | | | | | | | | | |
+--------+--------+-------------+--------+---------+--------+-------------+--------+---------+--------+----------+--------+----------+--------+
| (2) | | TGE | | Bonn, | | (1) | | 100 | | 4,602 | | - | 1) |
| | | Marine | | Germany | | | | | | | | | |
| | | Gas | | | | | | | | | | | |
| | | Engineering | | | | | | | | | | | |
| | | GmbH | | | | | | | | | | | |
+--------+--------+-------------+--------+---------+--------+-------------+--------+---------+--------+----------+--------+----------+--------+
______________________________
1)Following transfer of the result due to the exiting profit/loss transfer
agreement concluded with TGE Marine AG, Bonn.
Exemption pursuant to Section 264 (3) HGB
In the current financial year, TGE Marine Gas Engineering GmbH, Bonn, has
foregone the preparation of notes to the financial statements and a management
report (Section 264 (1) HGB), an audit of the annual financial statements
(Section 316 et seq., HGB), and disclosure of the annual financial statements
(Section 325 et seq., HGB).
36. Approval of the consolidated financial statements
The consolidated financial statements as of June 30, 2008 were approved at the
shareholders' meeting of December 10, 2008 of TGE Marine AG, Bonn.
On September 22, 2009, the managing board of TGE Marine AG agreed to submit the
consolidated financial statements as of June 30, 2009 to the supervisory board.
The supervisory board has the task of reviewing the consolidated financial
statements, to report on this review to the general meeting and to approve the
consolidated financial statements.
Bonn, September 22, 2009
+----------+-------------+------------+----------+
| Dr. | Ulrich | Dr. | Steffen |
| Manfred |Menninghaus | Klaus | Schober |
| Küver | |Gerdsmeyer | |
+----------+-------------+------------+----------+
|Chairman | Member | Member | Member |
| of the | of the | of the | of the |
+----------+-------------+------------+----------+
|Managing | Managing | Managing |Managing |
|Board of | Bord of | Bord of | Bord of |
+----------+-------------+------------+----------+
| TGE | TGE | TGE | TGE |
| Marine | Marine | Marine | Marine |
| AG | AG | AG | AG |
+----------+-------------+------------+----------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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