Fuhrländer Annual Report 2004 - Debenham Energy · 4 5 Dear shareholders, dear friends and...
Transcript of Fuhrländer Annual Report 2004 - Debenham Energy · 4 5 Dear shareholders, dear friends and...
2 3
Greeting 4
Fuhrländer Aktiengesellschaft
Highlights in 2004 6
Management Report 10
Income statement presentation 16
Annex 18
Supervisory board report 26
1999 2000 2001 2002 2003 2004 TEUR TEUR TEUR TEUR TEUR TEUR
Turnover 15.416 26.980 37.629 48.518 39.467 48.024
Total operating 16.226 26.461 42.394 45.836 49.206 39.936performance
Annual net profit 228 483 572 168 50 498
Total equity 3.236 3.720 4.292 3.884 3.934 4.432
Balance sheet total 7.335 21.200 21.735 27.864 24.920 22.611
Number of employees 22 33 59 84 97 112(annual average)
It is expected that there will be an
increase in the total operating profit
about 130% for 2005, at an annual net
profit of about 1,1% of the total operating
profit and an annual average about 130
people.
4 5
Dear shareholders, dear friends and interested parties!
„Friendly Energy – Friendly World”
– that is the slogan with which we are
progressing internationally. And the
prospects are good: because in the
global upward trend for wind power,
we are literally in our element amongst
the large-scale and static groups – some
months ago, Siemens also entered the
wind power market with the acquisition
of the Danish producer ANBonus.
In this context, the contacts to
international investors, planners and
partners make it clear: The demands
are not becoming smaller but more
exciting. Our employees are learning
more about dealing with other cultures
on a daily basis and require a high
degree of sensitivity and creativity.
The projects in Italy and Portugal
demonstrated clearly that Fuhrländer
is well capable of being a strong and
reliable international partner. We can
display our strengths such as flexibility
and above average commitment to
supply the investor with a turnkey wind
park.
This not only involves individual turbines
and small wind parks. Investors are
increasingly requesting long-term
projects with more than 100MW of total
yield. This will guarantee further secure
growth for us. Licensing agreements
entered into for turbines of the 1 MW
and 1.5 MW classes are opening up
significant perspectives for us. The
target markets China, North America
and Japan must be named here.
Our new 2.5 MW class range is also
creating a stir already: Due to the unique
construction details and performance
features, these multi-megawatt
turbines are suitable for use in many
European countries such as France. The
initial presentation at the spring fair in
Lyon earned a positive response.
Insurance companies are also giving
a positive assessment of the new
range because the FL2500 convinces
by features which can minimise
maintenance and service requirements.
Insurance companies are hoping for
better and faster handling of claims due
to the easily replaceable components
and the cost saving onboard crane.
Add to this the good reputation which
Fuhrländer enjoys in the insurance
sector thanks to fair dealings, robust
systems technology and quick service.
The FL2500 prototype is up and standing
completely tested and is waiting for the
160 m high lattice tower to be erected.
The practical test is scheduled to run
until next spring. The turbine will already
be presented to the broader public at
the industry trade fair HUSUMWIND in
September 2005.
Technology is one side of growth,
people are the other: That is why we are
continuing to invest in people and are
helping them to develop positively. This
is already the third year in which we are
clearly emphasizing training: this means
that we are providing qualifications
to around 40 young people in the
Waigandshain plant in future-oriented
professions like mechatronics and
electrical engineering.
Our vision thrives on social responsibility
towards people and their living
spaces. Our concept “partnership
not dominance” continues to bear
fruit internationally. The signing of
a contract for the manufacture and
installation of at least 165 wind turbines
in Brazil is creating the setting for the
construction of an on-site production
facility and a training centre in the
Federal State of Cearà in northern Brazil
which Fuhrländer wants to realise via a
subsidiary and in cooperation with state
authorities.
My thanks are also due to our employees
who accompany us on this route and are
working with us for progress. I would also
like to thank our customers, suppliers
and investors for their confidence as
they have a decisive share in the positive
development of the company.
„Friendly Energy – Friendly World” –
together, we want to create a future on
this planet which is worth living!
Waigandshain, May 2005
Fuhrländer Aktiengesellschaft
Joachim Fuhrländer
Chairman of the board of directors
6 7
Fuhrländer AG in 2004Some Highlights
Fuhrländer AG‘s defining characteristics are short decision-making processes, the
utilisation of opportunities and the firm desire to advance matters. We have proven
internationally, for example, that we are able to achieve turnkey wind parks in record
time. These unique characteristics are known throughout the industry and resulted in
further forward-looking cooperations in the financial year 2004 and which have the goal
of being able to act successfully and with increased presence on the international stage.
Technologie-Gesellschaft Waigandshain
/Homberg acquired the immediately
adjacent „Fuchskaute“ in the course of
this wind park development. According
to planning, an information and meeting
centre all around renewable energy is to
be created in cooperation with Kevag at
the highest point of the Westerwald of
more than 650m. Visitors from near and
far will be able to obtain an up-to-date
overview of this forward-looking topic.
Fuhrländer thereby strengthens its
ties with the region and promotes the
acceptance of wind energy in particular.
Despite headwind – most recently be-
fore the higher administrative court -,
the wind park Waigandshain/Homberg
went online on time. The 12 MD77 with
their 100 m tower already weathered the
first winter. Investor Kevag, the regional
power supplier from Koblenz, expresses
satisfaction with the turbines, their
availability and the cooperation with the
Fuhrländer team.
The planners forecast up to 40 million
kWh of clean wind power per annum.
This will facilitate the supply of environ-
mentally friendly energy to ca. 10,000
households.
An additional electricity line had to be
laid to the feeding point Höhn to bring
the 18MW wind park online. Fuhrländer
could also prove its competence in this
respect.
Following the takeover of the onshore
business of Pfleiderer AG by Fuhrländer-
Pfleiderer GmbH & Co.KG at the end of
2003, Fuhrländer technicians and me-
chanical engineers were kept extremely
busy in 2004 as the priority was to op-
timise the good PWE concept further
on behalf of the affiliated company and
to equip the already installed turbines
piece by piece to the Fuhrländer qual-
ity standard. The Azimuth slip-in guide,
for example, was reworked completely
so that the wind direction follow-up
works safely even at extreme summer
Young people without professional
training have worse opportunities to
master their lives themselves. That is
why Fuhrländer consistently invests in
the next generation to have enough
qualified employees for the future
growth of the company.
An additional 15 new trainees, who
started their professional life in the
Waigandshain plant in 2004, mean that
Fuhrländer now trains 36 junior mem-
bers of staff in technical and commercial
professions. We have our own appren-
tice training shop with the relevant jobs
and winter temperatures. In addition,
new angled interlocking gears also fa-
cilitate a quieter run and longer life. The
multi-component glass fibre reinforced
plastic nacelle facing was also revised
and equipped with the Fuhrländer
trademark.
Thus, the PWE600 became the FL600 in
a 2 weekly rhythm in the Waigandshain
plant.
Enormous logistical and technical efforts
were required to reinstall the turbines
back on the tower on time and to mini-
mise the stoppages of the wind park. In
and different test areas for e.g. electrical
engineering, electronics, construction
and hydraulics to ensure that this train-
ing takes place to the required quality
standard. In addition, the training team
was strengthened further: Ricarda Scheil
is responsible for the trainees in the
office. Ulrich Merten provides training
in the technical professions, supported
by Gerd Gregor who is looking after
the mechatronics trainees in particular.
Shop manager Jürgen Höppner coordi-
nates the deployment of the trainees
as part of their training in manufacture
and installation while Dietmar Hölper
as works manager handles the regular
theoretical training and adds to the pro-
fessional school education.
And whatever works for us is to become
reality in Brazil, for example, over the
coming months. In addition to the crea-
tion of a production facility, Fuhrländer,
via a subsidiary and with support by the
state authorities, also plans a large train-
ing shop with living units here to give
street children a future via professional
qualification.
addition the “empty” towers had to be
weighed down with heavy weights dur-
ing each two-week long maintenance
period to secure their stability.
We successfully faced this challenge
thanks to good preparation and a co-
ordinated method of working by the
purchasing, manufacturing and instal-
lation teams.
Wind park Waigandshain – online on time
The PWE 600 became the FL 600
Soon almost 40 trainees in Waigandshain – Fuhrländer consistently invests in youth and future
8 9
2,5 MW prototyp –soon to be tested in the field
The globally booming wind energy in-
dustry today realises wind turbines with
increasing efficiency. Megawatt models
of up to 5MW are announced. But does
rapid realisation of ever bigger turbines
really lead to success?
Fuhrländer AG, in cooperation with the
consulting engineers W2E, decided to
pursue another direction: in contrast to
the high performance 5 MW turbines,
the new 2.5MW turbine uses compo-
nents which can already be handled
technically today. In addition, the tur-
bine convinces by some extraordinary
features which will offer maximum op-
erational safety to the investor.
The dimensions of the new FL2500 are
impressive: The power house plus hub
weighs in at about 90 tons alone. The
entire technical equipment including
converter and transformer is located in
the 14 m long and just under 4m high
unit.
The FL 1000 – even better with its new design
In order to reflect the quality hidden
inside already on the outside, the
FL1000 tried and tested since 2004 is
now available with a new, elegant glass
fibre reinforced plastic casing which un-
derlines the reliability of the megawatt
turbine skilfully. The new design was put
on the tower in the wind park Welzheim
for the first time – to the delight of the
operators.
In the meantime, interested parties
from China, for example, have selected
this turbine concept.
The first FL 1500 for the Japanese market
Following the takeover of the Pfleiderer
onshore activities, Fuhrländer-Pfleiderer
GmbH installed its first 1.5 MW turbine
with a 77 m rotor and 85m hub height
and brought it online in the autumn of
2004: The turbine with variable speeds
and its unmistakable round power
house supplies ca. 1,000 households
at its location Sakata on the Japanese
island of Yamagata with clean wind
power. Further FL1500 are already on
their way to Japan.
A first unique feature: the rotor hub is
connected directly to the reinforced
machine support via a 6 ton heavy fric-
tion bearing. Therefore, all rotor forces
impact on the machine and not on the
gear. Rotor, bearing and gear can be
replaced individually in case of repair.
The engineer can reach the hub without
having to leave the power house.
Even the insurance companies were
convinced when presented with this
concept as lower costs can be expected.
An integrated on-board crane holds the
same promise: Even the large compo-
nents like gears and generator can be
replaced via a large drop bottom behind
the tower or lattice tower – totally with-
out expensive mobile crane!
In addition to the standard model with
2.5MW and 90 m rotor, a high wind
model with 2.7MW and 86 m rotor as
well as a low wind model with 2.3MW
and large 100 m rotor can be developed.
Internationale licensing agreements and cooperation
In addition to its own sales partner in
Zhuhai-City, Fuhrländer also entered
into a promising licensing agreement
with the company Baoding huiyang
Aviation Propeller Factory in 2004. The
Chinese intend to assemble and install
the FL 1000 with our support. Different
projects are already in their final phase.
Our cooperation partner AAER could
handle the intensified future pen-
etration of the North-American market
(Canada/USA) from Canada: planning in
this respect is in top gear. Assembly lines
for the FL1000 and FL1500 are planned
here.
It is planned that this trendsetter turbine
will be available with steel tube towers
of up to 100 m and lattice towers of up to
160 m. As a result, the turbine concept
offers all prerequisites to generate op-
timum clean wind power in any global
location.
The prototype with a hub height of
160 m is to be installed at a location in
Brandenburg in the summer of 2005.
Following successful tests, Fuhrländer
expects a serial production from 2006
onwards.
50 100 150 Tower height [m]
FL 30FL 100
FL 250
FL 600
FL 800
FL 1000
FL 1500
FL 2500
FL 2300
Output [kW]
The vast Fuhrländer turbine range
10 11
Management report on the financial statements of Fuhrländer Aktiengesellschaft as of 31st December 2004
Description of the business trends
On the whole, Fuhrländer Aktien-
gesellschaft concluded the financial year
2004 successfully. Remaining work on
wind parks installed over the previous
years and annual maintenance during
the first six months were followed by
new project starts from July onwards.
Although the start of construction
for the first wind turbines occurred
during the second half of 2004, a
significant increase in sales of 21.68%
when compared to the previous year
could be achieved. A positive annual
result was reached for this year – as in
the previous years -, whereby the net
income improved from TEUR 50 to TEUR
498. This resulted in an increase of the
net assets by 12.7% to TEUR 4,432 and
of the number of employees by 11.3%
to 112. The number of training places
in the areas of mechatronics, electrical
engineering, mechanical engineering,
metal construction and administration
was expanded from 23 places to 36
places.
Fuhrländer AG’s training programme has
been described as exemplary for years
beyond the location of the company
headquarters.
The provincial government of Rheinland-
Pfalz also views it as a significant and
continuing sign of social competence
and responsibility in this respect.
The projects in Italy and Portugal were
inspected and passed by surveyors
during the first half of 2004 and the first
maintenance jobs were carried out. In
addition, another subsidiary of the RWE
group followed the successful realisation
of the wind park in Italy with a further
project, the wind park Westerwald, in
cooperation with Fuhrländer AG. The 12
turbines of the model MD77 with 100m
high towers could be installed and put
into operation as contractually agreed.
Apart from orders for single turbines, a
binding purchasing agreement for the
installation of 10 additional turbines of
the model FLMD77 on 112 m high lattice
towers plus infrastructure was entered
into with the Danish investor in 2004,
who already owns Fuhrländer wind
parks.
This already provides a basic production
work-load for the first half of 2005.
The licensing agreements entered into in
2004 create essential perspectives and
market advantages for the group. The
various licensees are a Chinese industrial
enterprise as well as a subsidiary of
the Chinese state Energy Holding.
Each company provides the necessary
structures and technical equipment to
manufacture future turbines of the 1000
kW and 1.5MW classes under license.
The existing agreement with our
Japanese license partner underlines that
the efforts over the past years to open
up the Asian market can be described
as successful.
The newly developed FL2500 was
realised in cooperation with the
company W2E. The hall tests will run
until May 2005 before the installation
is expected to commence in June/July
2005.
The preliminary contracts for the
production and installation of at least
165 wind turbines in Brazil were agreed
and signed. The construction of a
separate production facility and a school
with training centre for the realisation of
the projects is intended in the Federal
State of Cearà in Northern Brazil.
Market position
Suppliers and manufacturers of wind
turbines have been increasingly
integrated and merged into groups
over recent years. In this respect,
companies with insufficient substance
to secure know how were taken
over by competitors and the turbine
concepts therefore became more and
more uniform. As a result, Fuhrländer
Aktiengesellschaft‘s German market
position has improved further from
eighth place in the previous year.
Fuhrländer AG has been amongst the
top companies in the area of service and
reliability for years. The improvement of
the availability of the Pfleiderer turbines
for the market has led to the creation
of higher confidence. We are expecting
the German market to lose significance
for the industry as a result of further
internationalisation.
Risk management
Circumstances, which could negatively
influence the company situation to a
significant degree, were not revealed
after the balance sheet date. The
general company risks were thoroughly
defined, assessed and – as far as possible
and sensible – minimised or passed on
to third parties.
As a result, bad debt risks were secured
in advance by bank certificates; warranty
risks were transferred to suppliers or
secured separately. In this respect in
particular, an extensive, combined
insurance package including warranty
insurance exists which is introduced
and managed by an internationally
experienced insurance broker in Munich.
Assumed negative developments in
the political framework conditions,
approval difficulties which occur for
new technologies, lacking willingness
to finance by banks, as well as
overestimated location yields by
individual offices in the past are in turn
equalised by an active penetration of
international markets. The international
markets, in particular, show the
largest growth rate and concrete
opportunities.
Turbine engineering is monitored by
independent inspections and expert
reports. Quality is assured in form
of model testing and certification by
institutes such as Germanischer Lloyd or
TÜV Bavaria.
In addition, turbine concepts are adapted
to the markets and expectations by
investors and operators. The expansion
of the turbine range by the 2500 kW
turbine and the Pfleiderer models
PWE 600 and PWE 1500 already put
Fuhrländer AG in pole global position
last year in relation to the product
profile.
The topic of water desalination receives
further focus and additional contacts for
the realisation are made. The market is
developing slowly but steadily in this
respect.
Fuhrländer Aktiengesellschaft is entered
in the commercial register in Montabaur
under the reference number HRB 6561. The
share capital remained unchanged during
the financial year 2004. The board of man-
agement is formed by Joachim Fuhrländer
(chairman) and Mr. Helmut W. Moll since
February 2004, the supervisory board
consists of three individuals, the chairman
is Mr. Werner Spiecker.
Financial statements 2004
12 13
The certification of the company
according to standards set by the TÜV
quality assurance system DIN EN ISO
9001 creates a further positive feature
associated with permanent adaptation.
An extensive solvency concept for
growth financing is being negotiated
with the company banks and the
Ministry of finance and commerce of the
Federal State Rheinland-Pfalz:
The Federal State Rheinland-Pfalz
issued a guarantor‘s undertaking on
18th July 2000 and absorbed a deficiency
guarantee to the extent of 70 % initially
and 60 % currently of the credits and
bank guarantees granted by the banking
pool of originally EUR 9,970,191.68. The
guarantee and the associated financing
are presently limited to 30th June 2005,
however, are to be extended beyond this
deadline. The application for extension
is still being processed at the time of the
audit. The guaranteed amount and the
granted credits were reduced as planned
by 5 % annually from 30th June 2003
onwards. Additional repayments are
agreed from 30th June 2005 onwards.
Shortages to be expected are
counteracted by project financing
and additional share capital creation
with further increasing sales. Decisive
discussions were held in this respect
and possibilities for expansion or
restructuring of the banking pool
were deliberated. Optimised solvency
planning, which was put in place in the
meantime, creates the required basis.
Strategic adaptation to company size,
growth and international profile were
implemented successfully and are
bearing the first fruit.
In terms of human resources, focus
points were set and an increase,
restructuring and refocusing of
responsibilities took place, which
resulted in a positive reduction of stress
for individual employees.
Strategies
New strategies for sustained utilisation
and security of jobs are required and
initiated. Fuhrländer AG clearly goes
into the direction of internationalisation
– already initialised 6 years ago. Internal
restructuring by country-specific
distribution of tasks with financial
and human resources planning as
well as project financing for solvency
planning are the essential tasks which
were realised. In addition, a country-
specific wealth creation sequence in the
relevant country achieves a competitive
advantage and secures well distributed
order potential. The approach of not only
representing a small part of know how
transfer, as common in competition,
but to have a job creation strategy
resulting from training, provision of
training material and the creation of
training places is creating higher local
acceptance and support.
The installation of offshore wind
parks is still not a company priority for
Fuhrländer AG as insurance companies
also are increasingly voicing their doubts
in this respect. Instead, the existing
turbine spectrum is to be optimised
further and the combination of wind
power with other technologies is to be
expanded and marketed more.
This means that pure production in
Germany will not be expanded further.
The Waigandshain location will
increasingly be regarded as a technology
centre, as already started. Training
seminars and programmes, maintenance
and service, small model manufacture,
monitoring and controlling as well
as additional qualification of staff are
goals for the coming years. This avoids
a strategic conflict and a subsequent
clear competition in the global market.
In addition, individual countries with
above average market potential require
creation of wealth on site.
Outlook
The turnkey installation of wind parks
in Germany and abroad according
to customer specifications, the
introduction of the 2.5 MW class to the
international market, the granting of
licenses of the turbine from 1 MW yield
upwards, marketing of the globally
leading FLAG monitoring system
supported by databases, the expansion
of the service concept and other joint
ventures are the tasks for the coming
financial year and the future.
The Waigandshain location will remain
the competence and know how centre.
Production is guaranteed by licenses,
joint ventures and own manufacturing
facilities, which are self-financed as
independent companies in the relevant
country. Only up to 10 wind turbine
manufacturers are sharing the global
market. This means an easily monitored
competition which can be counteracted
by our own strategies. Fuhrländer
Aktiengesellschaft is well equipped
to meet the market and competitive
requirements.
Risk report
The high share of project business
constitutes a particular risk for future
development. Decreasing margins for
individual projects can have significant
impact on the assets and earnings of the
company.
The dependence on political and legal
framework conditions is the risk for the
German market. Potential changes of
the EC and changes of fiscal frameworks
have to be mentioned in particular.
We refer to the application for extension
still in progress in relation to the
financing via the pool agreement of the
banks granting credit and the federal
guarantee at the time of presenting the
annual financial statements. There are
no indications that financing and the
federal guarantee will not be extended.
Furthermore, the limited market for
acquisitions could result in risks due to
a potential dependency on raw material
suppliers as well as in technical risks. On
the whole, the board of management
does not envision risks threatening the
continued existence of the company.
Subordinate status report
We compiled a report (subordinate
status report) on the relationship
with our majority shareholder and its
affiliated companies according to §312
Companies Act for the financial year
2004.
The final statement of the subordinate
status report reads as follows:
„The company received fair and
reasonable consideration for each and
every legal transaction carried out during
the financial year 2004 (1st January to 31st
December 2004) as listed in the report
on the relationship with our majority
shareholder and its affiliated companies
according to the circumstances known
to us at the time at which the legal
transactions were carried out. Other
measures were not taken or omitted in
the reporting period.”
Waigandshain, 31st. March 2005
Fuhrländer Aktiengesellschaft
Joachim Fuhrländer Helmut W. Moll
Chairman of the board of management Board of management
14 1514
Liabilities
A. EQUITY CAPITAL
I. Subscribed capital 2.881.350,00 2.881.350,00 II. Capital reserves 235.048,77 235.048,77 III. Statutory reserves 53.086,23 39.500,95 IV. Net profit 1.262.066,25 777.922,10
4.431.551,25 3.933.821,82
B. CONTRIBUTION OF DORMANT SHAREHOLDER 317.000,97 317.000,97
C. PROVISIONS
1. Provisions for taxes 336.168,49 76.600,55 2. Other provisions 5.095.730,00 3.890.698,63 5.431.898,49 3.967.299,18
D. LIABILITIES 1. Liabilities due to banks 1.357.821,52 1.983.858,74 3. Trade accounts payable 8.135.378,18 12.624.728,50 4. Notes payable 148.016,00 182.700,00 5. Accounts due to other group companies 1.982.983,14 1.386.886,76 6. Other liabilities 500.907,82 422.021,77 - thereof for taxes EUR 54.168,71 (previous year EUR 57.200,86) - thereof for social security EUR 90.818,81 (previous year EUR 79.155,83 )
12.125.106,66 16.600.195,77
E. DEFERRED CHARGES 305.122,96 101.434,43
22.610.680,33 24.919.752,17
Assets
A. FIXED ASSETS I. Intangible assets 1. Software/licences 14.832,50 19.705,50 2. Other rights 1.365,00 1966,50 16.197,50 21.672,00
II. Property, plant and equipment
1. Real property and buildings including buildings on leased land 1.696.690,49 1.730.545,33 2. Technical equipment, plant and machinery 52.922,00 66.033,00 3. Other assets, plant and office equipment 545.523,50 444,140,00 4. Prepayments and plant under construction 0,00 30.000,00 2.295.135,99 2.270.718,33
III. Financial assets 1. Shares in affiliated companies 115.000,00 115.000,00 2. Investments 0,00 1,00 115.000,00 115.001,00 2.426.333,49 2.407.391,33
B. CURRENT ASSETS
l. Inventories
1. Raw katerials, consumables and supplies 5.573.633,64 4.364.000,00 2. Finished products and work in process 1.513.820,00 12.186.000,00 3. Location rights 0,00 50.000,00 4. Advance payments 1.375.937,66 246.160,28 8.463.391,30 16.846.160,28 Less advance payments received -5.020.041,72 -14.301.744,09 3.443.349,58 2.544.416,19
II. Accounts receivable and other assets
1. Trade accounts receivable 9.676.002,66 13.161.053,53 2. Accounts receivable from affiliated companies 974.900,78 1.083.119,87 3. Other assets 1.959.023,18 4.355.508,50 12.609.926,62 18.599.681,90
III. Liquid funds 3.441.361,90 1.288.995,86 19.494.638,10 22.433.093,95
C. PREPAID EXPENSES 689.708,74 79.266,89 22.610.680,33 24.919.752,17
31.12.2004EUR
31.12.2003EUR
31.12.2004EUR
31.12.2003EUR
Balance
16 17
2004 2003 TEUR TEUR
1. Sales 48.023.550,90 39.466.682,99
2. Increase/decrease in work-in-progress -10.672.180,00 9.250.890,00
3. Other operating income 2.584.733,58 488.330,00
4. Cost of materials 27.914.929,16 34.532.465,16
5. Personnel expenses 4.202.734,63 3.472.840,66
6. Depreciation and amortisation costs and other write-offs 260.229,73 272.985,29
7. Other operating expenses 6.360.517,92 9.664.392,51
8. Other interest and similar income 70.989,13 182.260,40
9. Write-offs of financial assets 0,00 0,02
10. Interest and similar expenses 375.775,95 1.303.807,60
11. Profit/loss from ordinary operations 892.906,22 141.672,15
12. Taxes on income 357.647,74 57.468,39
13. Other taxes 9.868,16 6.486,41
14. Profit shares of the silents partner 27.660,89 27.672,00
15. Net income 497.729,43 50.045,35
16. Retained earnings from the previous years 777.922,10 130.379,02
17. Earnings transferred to legal reserves 13.585,28 2.502,27
18. Retained earnings 1.262.066,25 777.922,10
Profit and Loss Account for the period from 01.01. 2004 to 31.12.2004
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sset
s 20
04
A
cqui
siti
on a
nd m
anuf
actu
ring
cos
ts
Dep
reci
atio
ns
Book
val
ues
0
1.0
1.20
04
A
ddit
ions
Tr
ansf
ers
D
ispo
sals
31
.12.
200
4
01.
01.
200
4
Dep
reci
atio
ns
Dis
posa
ls
31.1
2.20
04
31.1
2.20
04
31
.12.
200
3
I. In
tang
ible
ass
ets
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
C
once
ssio
ns, i
ndus
tria
l pro
pert
y ri
ghts
and
si
mila
r rig
hts
and
valu
es a
s w
ell a
s lic
ence
s
for s
uch
righ
ts a
nd v
alue
s 99
.267
,11
5.99
6,70
0,
00
0,00
10
5.26
3,81
77
.595
,11
11.4
71,2
0 0,
00
89.0
66,3
1 16
.197
,50
21.6
72,0
0
II.
Tan
gib
le a
sset
s
1.
Pro
pert
y, ri
ghts
equ
ival
ent t
o re
al p
rope
rty
1.89
6.30
1,30
13
.234
,79
30.0
00,0
0 0,
00
1.93
9.53
6,09
16
5.75
5,97
77
.089
,63
0,00
24
2.84
5,60
1.
696.
690,
49
1.73
0.54
5,33
and
build
ings
incl
udin
g bu
ildin
gs o
n
leas
ed la
nd
2.
Pla
nt a
nd m
achi
nery
29
7.26
8,76
0,
00
0,00
0,
00
297.
268,
76
231.
235,
76
13.1
11,0
0 0,
00
244.
346,
76
52.9
22,0
0 66
.033
,00
3.
Off
ice
and
plan
t equ
ipm
ent
945.
149,
17
259.
941,
40
0,00
24
.978
,82
1.18
0.11
1,75
50
1.00
9,17
15
8.55
7,90
24
.978
,82
634.
588,
25
545.
523,
50
444.
140,
00
4. A
dvan
ce p
aym
ents
to su
pplie
rs a
nd p
lant
cons
truc
tion
30.0
00,0
0 0,
00
-30.
000,
00
0,00
0,
00
0,00
0,
00
0,00
0,
00
0,00
30
.000
,00
3.
168.
719,
23
273.
176,
19
0,00
24
.978
,82
3.41
6.91
6,60
89
8.00
0,90
24
8.75
8,53
24
.978
,82
1.12
1.78
0,61
2.
295.
135,
99
2.27
0.71
8,33
III.
Fin
anci
al a
sset
s
1.
Sha
res
in a
ffili
ated
com
pani
es
115.
000,
00
0,00
0,
00
0,00
11
5.00
0,00
0,
00
0,00
0,
00
0,00
11
5.00
0,00
11
5.00
0,00
2.
Inv
estm
ents
16
6,17
0,
00
0,00
16
6,17
0,
00
165,
17
0,00
16
5,17
0,
00
0,00
1,
00
11
5.16
6,17
0,
00
0,00
16
6,17
11
5.00
0,00
16
5,17
0,
00
165,
17
0,00
11
5.00
0,00
11
5.00
1,00
Tota
l
3.38
3.15
2,51
27
9.17
2,89
0,
00
25.1
44,9
9 3.
637.
180,
41
975.
761,
18
260.
229,
73
25.1
43,9
9 1.
210.
846,
92
2.42
6.33
3,49
2.
407.
391,
33
18 19
Annex
Income statementpresentation
1) General explanatory notes regarding the financial statements
The annual financial statements
for Fuhrländer Aktiengesellschaft,
Waigandshain, as of 31st December
2004 were prepared in accordance with
the accounting principles of the third
book of the German Commercial Code
and the additional regulations of the
Companies Act.
The accounting and valuation methods
used for the preparation of the previous
year’s financial statements were
retained.
The income statement presentation
was structured pursuant to §275 sect. 2
German Commercial Code applying the
cost summary method.
The annual financial statements
were prepared in accordance with
the regulations governing large
corporations.
Balance sheet (Annex I) and income
statement presentation (Annex II)
include the comparative amounts of the
previous year pursuant to §265 sect. 2
German Commercial Code.
1) Explanatory notes regarding the balance sheet
Intangible assets are included in the
balance sheet at purchase costs, reduced
by normal depreciations.
Property, plant and equipment
were valued at their purchase costs,
reduced by normal linear or declining
depreciation and under consideration of
their economic life.
The financial assets and securities were
included in the balance sheet under
acquisition costs, in parts reduced by
extraordinary depreciations.
The makeup and movement of the fixed
assets is reflected in the gross investor‘s
guide (see page 17).
The inventories were valued at purchase
or manufacturing costs. Appropriate
reductions were made for old stocks and
slow-selling parts. The manufacturing
costs include work-in-progress as well as
individual costs and shares of overhead
expenses and write-offs and leases
for tangible fixed assets required for
manufacture.
Accounts receivable and other assets as
well as cash in banks were valued at par
values. Unaccrued interest at a rate of
5.5 % was discounted for medium and
long-term receivables.
The risks contained in the accounts
receivable from trading were taken into
account by the creation of valuation
reserves.
The active deferred charges and prepaid
expenses include debt discounts to the
amount of EUR 30,743.82. The reversal
is made on the remaining terms of the
loans.
Accounts receivable and liabilities in
foreign currencies are calculated at
the daily exchange rate. Valuation
adjustments to the appropriate amounts
are created for accounts receivable and
other assets in doubt.
EUR 1,575,600.00 (previous year: EUR
2,074,810.00) of the accounts receivable
from trading have a remaining term of
more than one year.
All accounts due from affiliated
companies and other assets presented
in the balance sheet have a remaining
term of up to one year.
The listed provisions and accrued
liabilities were calculated to the amount
required for a sensible business analysis.
Uncertain liabilities and risks were
considered with appropriate amounts.
Liabilities due to banks are secured by
guarantees, storage security transfer of
ownership contract for all inventories,
assignment and land charges according
to a consortium agreement.
The trade accounts payable are secured
by standard retentions of title
Up to 1 year 1 to 5 years More than 5 years
EUR EUR EUR EUR
Liabilities due to banks 1.357.821,52 132.608,63 427.611,72 797.601,17
Advance payments received on account of orders 5.020.041,72 5.020.041,72 0,00 0,00
Trade accounts payable 8.135.378,18 7.969.618,18 165.760,00 0,00
Accounts due to affiliated companies 1.982.983,14 1.982.983,14 0,00 0,00 Notes payable 148.016,00 148.016,00 0,00 0,00
Other liabilities 500.907,82 500.907,82 0,00 0,00
Total: 17.145.148,38 15.754.175,49 593.371,72 797.601,17
The liabilities have the following remaining terms:
Remaining termTotal amount
EUR
Warranty 1.710.000,00
Service and maintenance 1.620.000,00obligations (including obli-gations from agreements taken over in 2004)
Invoices receivable 1.164.000,00
Residual holidays 207.000,00
Interest, court and legal costs 153.800,00
Refinishing of projects 100.000,00
Other 140.930,00
Total 5.095.730,00
Other provisions and accrued liabilities are listed separately pursuant to § 285 no. 12 German Commercial Code as follows:
20 21
Other interest and similar income with EUR 53,500.00 (previous year: EUR 47,200.00)
are related to affiliated companies. As in the previous year, interest and similar
expenses vis-à-vis affiliated companies were not accrued.
A partial disposition of earnings is available for the financial year 2004 on the basis of
the transfer into legal reserves which was considered for the creation of the annual
financial statements.
Chairman: Mr. Joachim Fuhrländer
(Chairman since 01/02/2004),
Master blacksmith
Herr Helmut W. Moll
(since 01/02/2004),
qualified engineer
The company avails of the option according to § 285 no. 9a German Commercial in association with § 286 sect. 4 German Commercial Code of not having to disclose the income of members of the board of management
3) Details of the income statement presentation
Sales break down as follows:
2004 2003
% %
Germany 63,27 71,31Internationally 36,73 28,69 100,00 100,00
The share of sales not directly connected
to the supply of wind turbines decreased
from TEUR 5,477 in the previous year to
TEUR 1,566.
The cost of materials breaks down as follows:
2004 2003
EUR EUR
Cost of raw materials and supplies 19.954.575,62 28.375.807,19
Cost of purchased services 7.910.353,54 5.758.064,28Cost of local rights 50.000,00 398.593,69 27.914.929,16 34.532.465,16
The personnel expenses break down as follows:
2004 2003
EUR EUR
Wages and salaries 3.552.892,87 2.920.306,76
Social security, pension and
other benefit costs 649.841,76 552.533,90thereof for pensions (10.212,64) (10.407,49) 4.202.734,63 3.472.840,66
Herr Norbert Orth,
Businessman
Herr Werner Genz,
(Substitute member of the
supervisory board),
Bank manager (retired)
Supervisory
board: Herr Werner Spiecker
(Chairman),
Financial manager (TWI)
Herr Klaus Kurt Geerdts
(Vice chairman),
Business consultant/
Colonel (retired)
4) Other Details
Detailsof members of the executive bodies
The members of the supervisory
board received remunerations of
EUR 24,000.00 in total in the financial
year.
Eight meetings of the supervisory
board were convened in 2004. Minutes
were kept regularly. The member of
the board of management Helmut
Moll received loans for project related
bonus payments to the amount of EUR
202,000.00 within the framework of
his independent activities according to
the general agreement of 14th January
2004. Further accounts due from bodies
of the company did not exist as of 31st
December 2004.
Name headquarters net assets share in assets last annual result
TEUR % TEUR
Fuhrländer International
GmbH Waigandshain 79 100,0 54
Fuhrländer
Pfleiderer
GmbH & Co. KG Neumarkt i. d. Opf. 98 90,0 -3
Fuhrländer Aktiengesellschaft holds shares in the following companies:
The other financial commitments (§ 285 no. 3 German Commercial Code) break down as follows:
Type of agreement Annually Total Remaining term
EUR EUR in months
car leasing 247.088,18 3 to 44
Machine and office 42.095,00 19 to 60equipment leasing
Office rent 78.000,00 455.000,00 70
Rent company site
Waigandshain 110.439,00 in definite in definite
no individual data due to
different ramaining terms
no individual date due to
different remaining terms
Average number of employees
in 2004:
Management: 2Employees: 34Industrial workers: 47Trainees: 29
22 23
We have audited the annual financial
statements for the business year from
1st January to 31st December 2004
under consultation of the accounts
and the management report provided
by Fuhrländer Aktiengesellschaft,
Waigandshain.
The accounting and preparation of
the annual financial statements and
management report in accordance
with German commercial law are the
responsibility of the company’s board
of management. Our responsibility is
to express an opinion on the annual
financial statements based on our audit
of the accounts and the management
report.
We conducted our audit in accordance
with § 317 HGB (German commercial
code) and the generally accepted
standards for the audit of financial
statements promulgated by the Institut
der Wirtschaftsprüfer (IDW). Those
standards require that we plan and
perform the audit in such a way that
misstatements materially affecting the
presentation of the net assets, financial
position and results of operations in
the annual financial statements in
accordance with accounting principles
generally accepted in Germany and
in the group management report are
detected with reasonable assurance.
Knowledge of the business activities and
the economic and legal environment of
the company and evaluations of possible
misstatements are taken into account in
the determination of audit procedures.
The effectiveness of the internal control
Auditor‘s opinion
Additional rental agreements exist for
different warehouses. These agreements
are not fixed-term and tied to the areas
used as regards the amounts.
Furthermore, a liability arising from
accounts due to affiliated companies to
the amount of EUR 124,627.40 exists.
In addition, a liability amounting to
EUR37,876.45 from an interest-free
financial contribution by the Federal
Ministry of Commerce and Labour exists
which has to be repaid if successful.
5) Details pursuant to the Companies Act
Class of shares:
The company‘s share capital following
the increase in capital in 2001 amounts
to EUR 2,881,350.00 (DM 5,635,430.77).
It is divided into 2,881,350 individual
shares. The shares are issued to the
owner.
Capital authorized for issue:
The board of management, with
approval by the supervisory board, is
authorised to increase the share capital
once or several times, however in total
by EUR 1,440,675.00 (DM2,817,715.39)
at maximum, up to 23rd August 2006
by issuing new individual shares for
cash deposits. The number of shares has
to increase in proportion to the share
capital.
Capital reserves:
The capital reserve of EUR 235,048.77
remains unchanged.
Legal reserves
The twentieth part of the net income
has to be transferred to the legal
reserves until the legal reserves and the
capital reserves jointly achieve the tenth
part of the share capital. This amounts
to EUR288,135.00. In 2003, the capital
reserves and the legal reserves already
amounted to EUR274,549.72. Therefore,
only EUR13,585.28 are transferred to the
legal reserves in 2004.
Waigandshain, 31st March 2005
Fuhrländer Aktiengesellschaft
Joachim Fuhrländer
Chairman of the board of management
Helmut W. Moll
Board of management
24 25
2004 2003 TEUR TEUR
I . Operations
Net income before distributions to the silent partner 526 78 Write-offs of financial assets 260 273 Additions on the basis of the company audit 0 -24
Cash Flow 786 327
Decrease (+) / Increase (-) of
Inventories 8.383 3.805
Accounts receivable from trading 3.485 -4.417 Accounts due from affiliated companies 108 203 Other accounts receivable and assets 2.397 -2.646 Marketable securities of current assets 0 2.750 Deferred charges and prepaid expenses -611 -37
13.762 -342 Decrease (+) / Increase (-) of
Provisions and accrued liabilities 1.465 1.966
Advance payments received -9.282 -3.716 Trade accounts payable -4.490 -1.759 Accounts due to affiliated companies 596 423 other liabilities 44 -573 Deferred charges and prepaid expenses 204 101 -11.463 -3.558 Accrued/retired funds from current operations 3.085 -3.573
II. Investments
Investments in property, plant and equipment and intangible assets -279 -249 Investments in financial assets 0 -90 Retired funds from investments -279 -339
III. Financing
Distributions to the silent partner -28 -28 Decrease (-) / Increase (+) financial liabilities -107 -77 Accrued/retired funds from financing -135 -105
IV. Changes in liquid assets
Changes in funds affecting payment 2.671 -4.017 Funds at the beginning of the period 637 4.654 Funds at the end of the period 3.308 637 thereof liquid assets 3.441 1.289 thereof short-term bank liabilities -133 -652
Statement of cash flows
The following cash flow presentation is subject to German accounting principles
standards no. 2 (DRS 2) of the German Standardisation Council (DSR):
system and the evidence supporting
the disclosures in the accounts, the
annual financial statements and the
management report are examined
primarily on a test basis within the
framework of the audit.
The audit includes assessing the used
accounting principles and the essential
analysis by the board of management
as well as the evaluation of the overall
presentation of the annual financial
statements and the management
report. We are of the opinion that our
audit provides a reasonably secure basis
for our analysis.
Our audit has not led to any
reservations.
In our opinion, the annual financial
statements give a true and fair view of
the net assets, financial position and
result of operations of the company in
accordance with accounting principles
generally accepted in Germany. Taken
as a whole, the management report
provides a suitable understanding
of the company’s position and
suitably presents the risks of future
developments.
Siegen, 13th May 2005
PwC Deutsche RevisionAktiengesellschaftWirtschaftsprüfungsgesellschaft
26 27
in regular meetings with the board
of management. Matters, which are
subject to the participation of the
supervisory board as required by law,
the articles of association or the rules of
procedure for the board of management,
were handled by the supervisory board
and, if required, decided. As a result,
the decision was reached to expand the
board of management with effect from
1/2/2004 already. Helmut W. Moll was
The supervisory board fulfilled the
tasks and duties assigned under law
and by the articles of association in
the financial year 2004. It requested
the board of management to provide
continuous information on the situation
of Fuhrländer Aktiengesellschaft. It
examined all business transactions of
special significance and was advised
on these business transactions as
well as the strategic development
Supervisory board report
appointed as additional member of the
board of management to strengthen
the company in particular in regards
to the increasingly more international
orientation.
The supervisory board convened
eight meetings in the audited year.
The supervisory board discussed
the development and situation of
Fuhrländer Aktiengesellschaft in its
meetings as well as the intended
business policies and business planning
for further internal and external and
therefore also international orientation.
Management was repeatedly available
to the members of the supervisory
board in an advisory capacity even
outside the meetings.
PwC Deutsche Revision Aktiengesell-
schaft Wirtschaftsprüfungsgesellschaft
audited the annual financial statements
as of 31/12/2004 as well as the
management report of Fuhrländer
Aktiengesellschaft. No objections
were raised. The auditor granted the
unrestricted official audit certificate.
The supervisory board examined the
annual financial statements as well as
the management report of Fuhrländer
Aktiengesellschaft and equally found
no cause to raise objections. The annual
financial statements presented by the
board of management were discussed
extensively by the supervisory board
during its meeting of 18/05/2005 in the
presence of the auditor. Following in-
depth examination, the annual financial
statements were then approved.
The supervisory board agreed to the
suggestion by the board of management
in relation to the use of the retained
earning.
The supervisory board would like
to thank the board of management
as well as the staff of Fuhrländer
Aktiengesellschaft again for their
commitment and the successful
performances of the past financial year!
Meinerzhagen, May 2005
Werner Spiecker
Chairman of the supervisory board
www.friendly-energy.de
© F
uhrl
änd
er A
G 5
/20
05
– Re
alis
atio
n: P
R-Se
rvic
e W
erb
eag
entu
r Gm
bH
, D- 3
570
8 H
aig
er
Auf der Höhe 4
D-56477 Waigandshain
Fon +49 (0) 26 64.99 66-0
Fax +49 (0) 26 64.99 66-33
www.fuhrlaender.de