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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Tge Marine | LSE:TGE | London | Ordinary Share | DE000A0SFQK4 | ORD NPV (DI) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2,350.00 | 0.00 | 00:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMTGE RNS Number : 5817O TGE Marine AG 10 March 2009 TGE Marine AG ("TGE" or "the Company") 10 March 2009 Interim Results TGE Marine AG (AIM: TGE), a leading provider of engineering services for the design and construction of gas carriers and offshore units, today announces interim results for the six months ended 31 December 2008. As was reported in TGE Marine's Trading Update on 26 November 2008, during the second half of 2008 market conditions became increasingly challenging. With the onset of the global economic crisis, new build activity declined significantly as ship owners held back from new projects in anticipation of building costs continuing to fall dramatically. Summary Financial § Revenue for the period EUR36.8m (H1 2008: EUR46.7m) § Adjusted PBT EUR6.4m (H1 2008: EUR8.6m) § Earnings per share EUR3.50 (H1 2008; Loss per share -EUR1.84) § Cash at 31 December 2008 was EUR54.9m, or EUR18.5m net of advance payments and 3rd party cash Operating § 8 ships delivered during the period (H1 2008: 5), all on time and to budget § 4 cargo tanks delivered (H1 2008: 5) § 25 contracts in execution at period end with scheduled deliveries from April 2009 until April 2011 § Overhead cost reduction achieved through introduction of German government 'Short Time' compensation scheme § Stefan Schober has been selected to replace Roland Fisher as CFO in May 2009 Outlook § Key demand drivers for new builds in petrochemical sector are unchanged - eg. ageing fleet, growing distance between production and consumption. Investment decisions delayed while new build prices fall and financing remains constrained § Demand drivers for new markets in LNG and CO2 weakened by financial crisis and falling oil prices with investment decisions delayed. However, potential new projects in both areas continue to be discussed § The ongoing market weakness is likely to impact medium term performance Commenting on today's announcement, Manfred Kuver, CEO, said: "As was set out by the Board of TGE Marine at the end of 2008, the current global economic crisis is presenting particularly challenging market conditions for the gas carrier sector. Ship owners continue to be extremely cautious before placing new orders and are generally reluctant to commit in these unstable conditions. "However, raw material costs are falling with steel prices being down significantly, shipyard capacity is coming free and lead times are falling. As such, with no debt and a tight control on costs TGE remains confident that, given the company's market leading position in the design and construction of small gas carriers and offshore units, when the markets improve we will be well placed to capture new opportunities." Enquiries: +------------------------------------+----------------------+-----------------------+ | TGE Marine AG | | +49 (0)228 604 480 | +------------------------------------+----------------------+-----------------------+ | Dr Manfred Küver | Chief Executive | | | | Officer | | +------------------------------------+----------------------+-----------------------+ | Roland Fisher | 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 | | | | | | | +------------------------------------+----------------------+-----------------------+ | | | | +------------------------------------+----------------------+-----------------------+ There will be a conference call for analysts at 11am hosted by Manfred Küver, CEO. Dial in details are +44 (0)20 85152302. Notes to editors TGE is a leading provider of engineering services for the design and construction of gas carriers and offshore units. The Company provides a turnkey solution for the engineering design, procurement and construction supervision of marine gas handling and storage systems as well as vessel designs.The Company specialises in the containment and handling of cryogenically stored gases (often these are both highly toxic and flammable), and has a market leading position in the ethylene carrier segment. The majority of TGE's customers are commercial shipyards building gas carrier ships. To date, the Company has supplied gas handling and storage systems for in excess of 100 gas carriers in more than 20 shipyards in Europe, Asia and South America. In particular, the Group has been active in China since 1989 and acted as the engineering provider to every Chinese-built semi-refrigerated gas carrier delivered.The Company is headquartered in Bonn, Germany with a representative office in Shanghai, China. www.tge-marine.com Chief Executive's Report Summary Group revenue for the six months was EUR36.8m (H1 2008: EUR46.7m). Adjusted profit before tax was EUR6.4m (H1 2008: EUR8.6m), and earnings per share were EUR3.50 (H1 2008: Loss per share -EUR1.84) Cash generated from continuing operations was approximately EUR3.7m (H1 2008: EUR16.1m). Following the divestment of its onshore business and the IPO in 2008, TGE Marine has the financial strength to support its ongoing operations for the medium term. Operational Overview: During the period TGE completed delivery gas trials on 8 new ships (H1 2008: 5), and delivered 4 cargo tanks (H1 2008: 5). At period end the company had 25 ship contracts in execution (30.6.2008: 33) with delivery dates scheduled between April 2009 and April 2011. During the second half of 2008, as was reported in TGE Marine's Trading Update on 26 November 2008, market conditions became increasingly challenging. With the onset of the global economic crisis, new build activity significantly declined as ship owners held back from new projects in anticipation of building costs continuing to fall dramatically.However, in light of the ongoing order discussions with existing and new clients the Directors remain confident that TGE will continue to lead the sector when the market recovers. Ethylene: TGE's leading position in the ethylene sector should not be affected by the delay in new market orders. During the first half of the financial year, the Company was busy with the execution of the existing order book, in particular achieving delivery acceptance of 8 new vessels. With each ship TGE is able to improve both its designs and its sourcing efficiency to ensure that the company's products remain the most technically advanced and cost efficient. It is reassuring that, in this core sector , charter rates for existing vessels have not been materially affected by the new capacity delivered to the fleet or by the market turbulence. This would imply that there is limited overcapacity in the fleet and that ethylene orders may recover quickly if financial conditions stabilize. LPG: Order activity in the smaller LPG carrier market has been almost as quiet as the ethylene market during the period with only two conversion contracts signed in the global market (TGE alone signed 9 contracts in H2 2008). TGE's focus has therefore been on execution of the 12 vessels currently under construction, and although none were delivered during the period, these projects continue to progress according to plan. Smaller LPG charter rates remain relatively strong. Once markets settle, since the demand driver is likely to be ship replacement rather than fleet growth, strong rates should encourage further new building. LNG and New Markets The key new markets for TGE are expected to be in LNG and CO2. In LNG, the company has been active during the period both with new shipping proposals and with floating LNG storage projects. Further patents have been applied for surrounding TGE's LNG tank designs and through further development work the company has improved market understanding for the products it can offer and has developed new relationships with leading players. In CO2, further work has been commissioned for project developments in Europe and elsewhere. The volumes involved in any CO2 project are likely to require TGE delivering much larger ships than required in the petrochemical market, and as such these should be valuable contracts. However, while environmental issues remain high on the political agenda, financial pressures are expected to cause project delays. Organisation: In response to the current stagnation in the market, TGE Marine has implemented a tight review of its cost base. The company has made use of a German government funded scheme whereby employees who accept reduced hours and reduced pro-rata salaries receive compensation for up to 70% of any salary sacrificed. This scheme was extended by the government in response to the recent economic downturn and is now available for 18 months (from January 2009), it has been formally accepted by all employees at TGE. It allows the company to reduce its fixed cost burden without excessive disruption to employees. Financial Review Revenue for the period fell 20% to EUR37.9m when compared to the 2008 period (H1 2008; EUR47.1m). This figure was adversely affected by reduced activity levels due to the reduced order intake and by two deliveries of ship sets to Korea falling just after the period end (this in turn explains the high inventories at period end). Operating expenses were 16% higher than the equivalent period in 2007. This was largely due to the prior-period pre-dating the demerger of the Onshore business, and not capturing the full costs of TGE as a separate, and later listed, entity. Adjusted profit before tax fell to EUR6.4m (H1 2008; EUR8.6m). The adjustments made during the period were to add back non-recurring items. These were the amortisation of goodwill, interest paid on loans repaid during the period, and a charge for share grants to employees and ex-employees that pre dated the IPO. On this last point, the charge is recognised due to a change in the grant structure such that these share grants are now treated as options and accounted for in accordance with IFRS. This charge is credited to equity and has no effect on net assets. Cash and cash equivalents at 31 December 2008 were EUR54.9m, or EUR18.5m net of advance payments and 3rd party cash. Of this balance EUR19m was held as long term restricted cash although almost half of this relates to bonds issued on behalf of third parties. The company was debt free at period end and will remain so for the foreseeable future. For continuing operations the company has bonding facilities in place for in excess of EUR50m which should be more than sufficient for the medium term. The company's net cash position and limited reliance on banking support puts it in a strong position to endure the market turmoil. Outlook In order to service the ongoing global demand for petrochemical gases, there remains a requirement for both extra capacity and fleet replacement. The current strength of time charter rates, further supports the belief that the overall demand for petrochemical gas carriers remains strong. Meanwhile, the costs associated with building new ships are falling, driven by both the significant decline in input commodity prices and keener pricing from the shipyards. Shipyard capacity, having been very tight, is becoming available and lead times for new builds are shortening. This balance of strong charter rates and lower build costs allows the Board to be firmly of the view that TGE Marine's niche markets will recover, potentially in advance of the broader shipbuilding market.As such, with no debt and a tight control on costs TGE remains confident that, given the company's market leading position in the design and construction of small gas carriers and offshore units, when the markets improve TGE will be well placed to build upon its dominance in this highly specialised market As indicated, the deterioration of conditions within in our core markets has had a material impact on the Company's financial performance during the first six months. Despite management's confidence in the Company's long term prospects, it remains likely that until such time as financing and confidence returns to the new build market, the Company will continue to experience difficult trading conditions Management Board Change TGE Marine also announces today that Chief Financial Officer, Roland Fisher, is to step down from the Board and resign from the company during May 2009. On completion of the ongoing handover, Mr Fisher will be replaced by Steffen Schober. Mr Schober, a chartered accountant, joined TGE Marine as Head of Finance in November 2007 following a twelve year career at Deloitte, Germany. Mr Schober will join the Board on assuming the role of CFO. CONDENSED Consolidated interim Financial statements consolidated INTERIM income statement +--------------+--------+------------+--------+--------+------------+ | | | | | | | +--------------+--------+------------+--------+--------+------------+ | in EUR | | 1/7/2008 | | | 1/7/2007 | | ´000 | | - | | | - | | | |31/12/2008 | | |31/12/2007 | +--------------+--------+------------+--------+--------+------------+ | Revenue | | 36,833 | | | 46,737 | +--------------+--------+------------+--------+--------+------------+ | Other | | 1,059 | | | 371 | | operating | | | | | | | income | | | | | | +--------------+--------+------------+--------+--------+------------+ | Cost | | -25,726 | | | -34,151 | | of | | | | | | | materials | | | | | | | and | | | | | | | services | | | | | | +--------------+--------+------------+--------+--------+------------+ | Personnel | | -3,028 | | | -2,660 | | expenses | | | | | | +--------------+--------+------------+--------+--------+------------+ | Depreciation | | -125 | | | -477 | | of property, | | | | | | | plant and | | | | | | | equipment | | | | | | | and | | | | | | | amortization | | | | | | | of | | | | | | | intangible | | | | | | | assets | | | | | | +--------------+--------+------------+--------+--------+------------+ | Other | | -3,390 | | | -2,840 | | operating | | | | | | | expenses | | | | | | +--------------+--------+------------+--------+--------+------------+ | Operating | | 5,623 | | | 6,980 | | profit of | | | | | | | continuing | | | | | | | operations | | | | | | | before | | | | | | | interest, | | | | | | | taxes and | | | | | | | expenses | | | | | | | relating | | | | | | | to share | | | | | | | options | | | | | | +--------------+--------+------------+--------+--------+------------+ | | | | | | | +--------------+--------+------------+--------+--------+------------+ | Expenses | | -1,341 | | | 0 | | for | | | | | | | share | | | | | | | options | | | | | | +--------------+--------+------------+--------+--------+------------+ | Operating | | 4,282 | | | 6,980 | | profit of | | | | | | | continuing | | | | | | | operations | | | | | | | before | | | | | | | interest, | | | | | | | taxes and | | | | | | | expenses | | | | | | | relatingto | | | | | | | share | | | | | | | options | | | | | | +--------------+--------+------------+--------+--------+------------+ | | | | | | | +--------------+--------+------------+--------+--------+------------+ | Finance | | 960 | | | 1,174 | | income | | | | | | +--------------+--------+------------+--------+--------+------------+ | Finance | | -387 | | | -1,562 | | costs | | | | | | +--------------+--------+------------+--------+--------+------------+ | Profit | | 4,855 | | | 6,592 | | of | | | | | | | continued | | | | | | | operations | | | | | | | before | | | | | | | taxes | | | | | | +--------------+--------+------------+--------+--------+------------+ | | | | | | | +--------------+--------+------------+--------+--------+------------+ | Income | | -593 | | | -74 | | tax | | | | | | | expense | | | | | | +--------------+--------+------------+--------+--------+------------+ | Net | | 4,262 | | | 6,518 | | result | | | | | | | of | | | | | | | continuing | | | | | | | operations | | | | | | | (Offshore) | | | | | | +--------------+--------+------------+--------+--------+------------+ | | | | | | | +--------------+--------+------------+--------+--------+------------+ | Net | | 0 | | | -8,372 | | result | | | | | | | of | | | | | | | discontinued | | | | | | | operations | | | | | | | (Onshore) | | | | | | +--------------+--------+------------+--------+--------+------------+ | | | | | | | +--------------+--------+------------+--------+--------+------------+ | Consolidated | | 4,262 | | | -1,854 | | net result | | | | | | +--------------+--------+------------+--------+--------+------------+ | | | | | | | +--------------+--------+------------+--------+--------+------------+ | Earnings | | 3.50 | | | -1.84 | | per | | | | | | | share | | | | | | | (in EUR; | | | | | | | diluted | | | | | | | and | | | | | | | undiluted) | | | | | | +--------------+--------+------------+--------+--------+------------+ | Earnings | | 3.50 | | | 6.47 | | per | | | | | | | share of | | | | | | | continuing | | | | | | | operations | | | | | | | (in EUR) | | | | | | +--------------+--------+------------+--------+--------+------------+ | | | | | | | +--------------+--------+------------+--------+--------+------------+ consolidated INTERIM balance sheet +--------------+--------+------------+--------+--------+-----------+ | | | | | | | +--------------+--------+------------+--------+--------+-----------+ | in EUR | |31/12/2008 | | |30/6/2008 | | ´000 | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Assets | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Goodwill | | 7,758 | | | 7,758 | +--------------+--------+------------+--------+--------+-----------+ | Other | | 145 | | | 204 | | intangible | | | | | | | assets | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Property, | | 459 | | | 440 | | plant and | | | | | | | equipment | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Long-term | | 19,309 | | | 30,136 | | restricted | | | | | | | cash | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Non-current | | 27,671 | | | 38,538 | | assets | | | | | | +--------------+--------+------------+--------+--------+-----------+ | | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Inventories | | 3,717 | | | 2,403 | +--------------+--------+------------+--------+--------+-----------+ | Trade | | 5,650 | | | 5,181 | | receivables | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Other | | 3,803 | | | 16,578 | | assets | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Cash | | 35,606 | | | 48,324 | | and | | | | | | | cash | | | | | | | equivalents | | | | | | +--------------+--------+------------+--------+--------+-----------+ | | | 48,776 | | | 72,486 | +--------------+--------+------------+--------+--------+-----------+ | Current | | 48,776 | | | 72,486 | | Assets | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Total | | 76,447 | | | 111,024 | | assets | | | | | | +--------------+--------+------------+--------+--------+-----------+ | | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Equity | | | | | | | and | | | | | | | liabilities | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Subscribed | | 1,217 | | | 1,217 | | capital | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Capital | | 36,571 | | | 36,411 | | reserve | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Reserve | | 1,341 | | | 0 | | for | | | | | | | granted | | | | | | | share | | | | | | | options | | | | | | | to | | | | | | | emplyees | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Retained | | -35,176 | | | -11,731 | | earnings | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Profit/ | | 4,262 | | | -23,445 | | Loss | | | | | | | for the | | | | | | | year | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Total | | 8,215 | | | 2,452 | | equity | | | | | | +--------------+--------+------------+--------+--------+-----------+ | | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Deferred | | 4,626 | | | 6,138 | | tax | | | | | | | liabilities | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Non-current | | 4,626 | | | 6,138 | | liabilities | | | | | | +--------------+--------+------------+--------+--------+-----------+ | | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Current | | 3,026 | | | 1,117 | | income | | | | | | | tax | | | | | | | liabilities | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Other | | 6,311 | | | 9,334 | | current | | | | | | | provisions | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Advance | | 23,733 | | | 36,679 | | payments | | | | | | | received | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Bank | | 44 | | | 0 | | liabilities | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Trade | | 12,601 | | | 10,055 | | payables | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Liabilities | | 403 | | | 27,765 | | against | | | | | | | shareholders | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Other | | 17,488 | | | 17,484 | | current | | | | | | | liabilities | | | | | | +--------------+--------+------------+--------+--------+-----------+ | Current | | 63,606 | | | 102,434 | | liabilities | | | | | | +--------------+--------+------------+--------+--------+-----------+ | | | 63,606 | | | 102,434 | +--------------+--------+------------+--------+--------+-----------+ | Current | | 76,447 | | | 111,024 | | liabilities | | | | | | +--------------+--------+------------+--------+--------+-----------+ | | | | | | | +--------------+--------+------------+--------+--------+-----------+ Consolidated INTERIM CashFlow-Statement +-------------------+--------+------------+--------+--------+------------+ | | | | | | | +-------------------+--------+------------+--------+--------+------------+ | in EUR | | 1/7/2008 | | | 1/7/2007 | | ´000 | | - | | | - | | | |31/12/2008 | | |31/12/2007 | +-------------------+--------+------------+--------+--------+------------+ | | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Net | | 4,262 | | | -1,854 | | result | | | | | | | for | | | | | | | the | | | | | | | half-year | | | | | | +-------------------+--------+------------+--------+--------+------------+ | | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Adjustment | | | | | | | of | | | | | | | loss/profit | | | | | | | after taxes | | | | | | | for the | | | | | | | reconciliation | | | | | | | to cash flows | | | | | | | from operating | | | | | | | activities: | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Amortization | | 125 | | | 3,344 | | of | | | | | | | intangible | | | | | | | assets, | | | | | | | depreciation | | | | | | | of property, | | | | | | | plant and | | | | | | | equipment | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Other | | 1,341 | | | 5 | | non-cash | | | | | | | transactions | | | | | | +-------------------+--------+------------+--------+--------+------------+ | | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Increase/decrease | | | | | | | in assets and | | | | | | | liabilities, | | | | | | | after effects | | | | | | | from changes in | | | | | | | companies to be | | | | | | | included in the | | | | | | | consolidated | | | | | | | group | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Increase/decrease | | -1,314 | | | 1,749 | | in inventories | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Increase/decrease | | -469 | | | 11,224 | | in trade | | | | | | | receivables | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Decrease/increase | | -2,619 | | | 3,900 | | in provisions | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Increase/decrease | | 2,546 | | | -2,288 | | in trade payables | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Increase | | -12,947 | | | -1,850 | | in | | | | | | | advance | | | | | | | payments | | | | | | | received | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Increase/decrease | | 12,739 | | | 1,900 | | in other assets | | | | | | | and liabilities | | | | | | +-------------------+--------+------------+--------+--------+------------+ | | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Net | | 3,664 | | | 16,130 | | cash | | | | | | | from | | | | | | | operating | | | | | | | activities | | | | | | +-------------------+--------+------------+--------+--------+------------+ | | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Investments | | -85 | | | -92 | | in | | | | | | | property, | | | | | | | plant and | | | | | | | equipment | | | | | | | and in | | | | | | | intangible | | | | | | | assets | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Cash | | -85 | | | -92 | | flows | | | | | | | used | | | | | | | in | | | | | | | investing | | | | | | | activities | | | | | | +-------------------+--------+------------+--------+--------+------------+ | | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Repayment | | -27,386 | | | 0 | | of | | | | | | | shareholder | | | | | | | loan | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Changes | | 10,827 | | | -29,523 | | in | | | | | | | long-term | | | | | | | restricted | | | | | | | cash | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Increase | | 160 | | | 160 | | in | | | | | | | equity | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Cash | | -16,399 | | | -29,363 | | flows | | | | | | | used | | | | | | | in | | | | | | | financing | | | | | | | activities | | | | | | +-------------------+--------+------------+--------+--------+------------+ | | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Foreign | | 102 | | | -312 | | exchange | | | | | | | rate | | | | | | | differences | | | | | | | in cash and | | | | | | | cash | | | | | | | equivalents | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Net | | -12,718 | | | -13,637 | | increase | | | | | | | in cash | | | | | | | and cash | | | | | | | equivalents | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Cash | | 48,324 | | | 55,350 | | and | | | | | | | cash | | | | | | | equivalents | | | | | | | at July 1 | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Cash | | 35,606 | | | 41,713 | | and | | | | | | | cash | | | | | | | equivalents | | | | | | | at December | | | | | | | 31 | | | | | | +-------------------+--------+------------+--------+--------+------------+ | | | | | | | +-------------------+--------+------------+--------+--------+------------+ | | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Interest | | 3,586 | | | 0 | | payments | | | | | | +-------------------+--------+------------+--------+--------+------------+ | Tax | | 0 | | | 0 | | payments | | | | | | +-------------------+--------+------------+--------+--------+------------+ | | | | | | | +-------------------+--------+------------+--------+--------+------------+ consolidated INTERIM statement of changes in shareholders' equity +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | in EUR | |Subscribed | |Capital | | Reserve | |Currency | |Retained | |Consolidated | | Total | | ´000 | | capital | |reserve | | for | | Reserve | |Earnings | | profit/ net | |Equity | | | | | | | | granted | | | | | |loss for the | | | | | | | | | | share | | | | | | year | | | | | | | | | | options | | | | | | | | | | | | | | | | to | | | | | | | | | | | | | | | |employees | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | As of | | 1,000 | | 7,000 | | 0 | | 0 | | 20 | | -11,751 | | -3,731 | | June | | | | | | | | | | | | | | | | 30, | | | | | | | | | | | | | | | | 2007/ | | | | | | | | | | | | | | | | July | | | | | | | | | | | | | | | | 1, 2007 | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | Increase | | 20 | | 140 | | 0 | | 0 | | 0 | | 0 | | 160 | | of | | | | | | | | | | | | | | | | equity | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | Carry-forward | | 0 | | 0 | | 0 | | 0 | | -11,751 | | 11,751 | | 0 | | of prior year | | | | | | | | | | | | | | | | net result | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | Consolidated | | 0 | | 0 | | 0 | | 0 | | 0 | | -1,854 | | -1,854 | | net result | | | | | | | | | | | | | | | | for the | | | | | | | | | | | | | | | | period | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | Changes | | 0 | | 0 | | 0 | | 5 | | 0 | | 0 | | 5 | | in | | | | | | | | | | | | | | | | Currency | | | | | | | | | | | | | | | | reserves | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | As of | | 1,020 | | 7,140 | | 0 | | 5 | | -11,731 | | -1,854 | | -5,420 | | December | | | | | | | | | | | | | | | | 31, 2007 | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | As of | | 1,217 | | 36,411 | | 0 | | 0 | | -11,731 | | -23,445 | | 2,452 | | June | | | | | | | | | | | | | | | | 30, | | | | | | | | | | | | | | | | 2008/ | | | | | | | | | | | | | | | | July | | | | | | | | | | | | | | | | 1, 2008 | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | Increase | | 0 | | 160 | | 0 | | 0 | | 0 | | 0 | | 160 | | of | | | | | | | | | | | | | | | | equity | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | Carry-forward | | 0 | | 0 | | 0 | | 0 | | -23,445 | | 23,445 | | 0 | | of prior year | | | | | | | | | | | | | | | | net result | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | Share | | 0 | | 0 | | 1,341 | | 0 | | 0 | | 0 | | 1,341 | | options | | | | | | | | | | | | | | | | to | | | | | | | | | | | | | | | | employees | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | Consolidated | | 0 | | 0 | | 0 | | 0 | | 0 | | 4,262 | | 4,262 | | net result | | | | | | | | | | | | | | | | for the | | | | | | | | | | | | | | | | period | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ | As of | | 1,217 | | 36,571 | | 1,341 | | 0 | | -35,176 | | 4,262 | | 8,215 | | December | | | | | | | | | | | | | | | | 31, 2008 | | | | | | | | | | | | | | | +---------------+--------+------------+--------+---------+--------+-----------+--------+----------+--------+----------+--------+--------------+--------+--------+ NOTES 1. General remarks The consolidated interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" according to the International Financial Reporting Standards (IFRS). The IFRS cover all standards (International Financial Reporting Standards or International Accounting Standards) announced by the International Accounting Standards Board (IASB), London, and interpretations of the International Financial Reporting Interpretations Committee (prior Standing Interpretations Committee), as adopted by the EU. The interim financial statements are unaudited. They cover the period July 1 to December 31 2008 and are stated in Euro. Financial information is stated in thousands of Euro (EUR ´000). The presentation of the notes is condensed as allowed under IAS 34. The consolidated financial statements as at June 30, 2008 contain the accounting policies applied for the interim financial statements and should be referred to for further information. 2. Accounting and valuation principles In the course of the preparation of the interim financial statements all accounting, valuation and consolidation principles were applied which were used in the consolidated financial statements as at June 30, 2008, except for: Hedge accounting Effective July 1, 2008, some derivatives are designated as hedging instruments for the securing of the fair values of certain assets and liabilities (fair value hedge). The change in the accounting principles improves the true and fair view as it more realistically reflects the TGE-policy, according to which derivatives are acquired for currency hedging purposes only. In case of the designation of derivatives to underlying transactions the group documents the relationship between the underlying and the hedging instrument at the point of time the transaction is initiated. In addition, the group documents at the beginning of a hedging relationship and from then on continuously, whether the derivatives, which are used for hedging purposes, are effective for compensating changes in the fair value of the underlying. The fair value of the derivative is stated under other assets or other liabilities. Changes in the fair value of the derivative, which are designated for the securing of the fair value of an underlying, are stated in the income statement together with the changes of the fair value of the hedged asset or liability. The change of the accounting policy led to expenses of TEUR 2,333 compared to the prior accounting principle. Without this effect earnings per share would have been EUR 1.59 as at December 31, 2008. Share based payments to employees/ third parties TGE has granted share options to current and former employees in connection with the de-merger of the Onshore-business and the IPO in May 2008. The share option scheme has been accounted for according to IFRS 2. On each closing date, the fair value of the share options calculated as at the date of issue is booked as personnel expense over the vesting period against a special equity reserve. As far as share options have been granted to former employees the fair value of the options has been accounted for against a special reserve in the equity as at the granting date in one sum. In the same amount personnel expenses have been accounted for. The fair value of the options was calculated by using general accepted valuation models. Accounting provisions not applied at earlier dates The International Accounting Standards Board (IASB) and International Financial Reporting Interpretations Committee (IFRIC) have adopted further standards and interpretations, which are mandatory from the business year 2008/ 2009. These standards will be adopted by TGE - if applicable - but have no effect on the TGE half year financial statements. IFRIC 11 "IFRS 2 - Group and Treasury Share Transactions" provides guidance on how to apply IFRS 2 to share-based payments involving a company's own equity instruments or equity instruments of a company from the same group. IFRIC 12 "Service Concession Arrangements" governs the accounting for arrangements in which a public agency concludes a contract with a private company for the supply of public services. In order to provide these services, the private company uses infrastructure which remains under public control. The private company is responsible for the construction, operation and maintenance of the infrastructure. IFRIC 13 "Customer Loyalty Programmes" addresses the accounting of revenue in connection with loyalty award credit programmes granted by manufacturers or service providers directly, or via third parties. This Interpretation becomes effective for the first time for fiscal years starting on or after July 1, 2008. IFRIC 14 "IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction" addresses detailed issues related to the accounting treatment of pension plans. Amendments to IAS 39 'Financial Instruments: Recognition and Measurement' and IFRS 7 'Financial Instruments: Disclosures' clarify the effective date and transition requirements of reclassifying of Financial Assets from fair value accounting to accounting on historical cost basis. The International Accounting Standards Board (IASB) and the IFRIC have adopted further standards and interpretations, which are not yet mandatory. These IFRSs can only be applied if they are endorsed by the EU, which is still pending in some cases. Collection of amendments to various IFRSs (2008) "Improvements to IFRSs" is the first standard issued as part of the IASB's "Annual Improvement Process" and includes a number of minor changes to various IFRSs. The amendments are made to specify the contents of the rules and eliminate unintended inconsistencies among the standards. Most of the amendments become effective for fiscal years starting on or after January 1, 2009. The amendments will have no impact on the TGE´s consolidated financial statements. IFRS 1 (2008) and IAS 27 (2008) "Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate" simplifies the initial recognition of investments in the separate financial statements of entities applying IFRS for the first time. The amendments become effective for fiscal years starting on or after January 1, 2009. Their first-time application will have no impact on the TGE Group's consolidated financial statements. Amendment of IFRS 2 (2008) "Vesting Conditions and Cancellations" clarifies the definition of vesting conditions in share-based payments and stipulates that all cancellations of share-based payments should receive identical accounting treatment, regardless of the party responsible for cancellation. Published on January 17, 2008, this amendment of IFRS 2 becomes effective for the first time for fiscal years starting on or after July 1, 2009. The impact of the first-time application of these amendments on the TGE Group's consolidated financial statements is currently being reviewed. IFRS 3 (2008) "Business Combinations" contains amended regulations on the accounting of business combinations. In particular, these changes involve the scope of application and the treatment of successive share purchases and the introduction of an option allowing non-controlling interests to be measured at fair value or at the proportionate share of net assets. Depending on which option a company exercises, any goodwill is recognized in full or only in proportion to the majority owner's interest. IFRS 3 (2008), published on January 10, 2008, becomes effective for the first time for fiscal years starting on or after July 1, 2009. The amendments will have no impact on the TGE´s consolidated financial statements. IAS 1 (2007) "Presentation of Financial Statements" contains new regulations on the presentation of financial statements. Above all, future non-owner changes in equity are to be strictly separated from owner changes in equity, and disclosure on other comprehensive income is to be extended. IAS 1 (2007) becomes effective for the first time for fiscal years starting on or after July 1, 2009. The first-time application of IAS 1 (2007) will result in additional notes to the financial statements. IAS 23 (2007) "Borrowing Costs": By revising IAS 23, the IASB abolished the option for the treatment of borrowing costs directly incurred in connection with the acquisition, construction or production of qualified assets. In the future, these borrowing costs must be assigned to the asset's cost and capitalized. IAS 23 (2007) becomes effective for the first time for fiscal years starting on or after July 1, 2009. The amendments will have no impact on the TGE´s consolidated financial statements. IAS 27 (2008) "Consolidated and Separate Financial Statements": By revising IAS 27, the IASB changed the regulations on treatment of transactions between the non-controlling and controlling interests of a group and the treatment in the event of loss of control over a subsidiary. Transactions which result in the parent company changing its ownership interest in a subsidiary without a loss of control over the subsidiary are to be accounted for as equity transactions without an effect on profit or loss. Moreover, the standard regulates how deconsolidation gains are to be calculated and how residual ownership interest in the former subsidiary is to be measured. The amendments will have no impact on the TGE´s consolidated financial statements. IAS 32 (2008) and IAS 1 (2008) "Puttable Financial Instruments and Obligations Arising on Liquidation" include amended rules for differentiating between liabilities and equity. The change stipulates above all that certain financial instruments that were previously classified as liabilities are to be recognized as equity in the future. The amended rules become effective for the first time for fiscal years starting on or after July 1, 2009. They will not have impact on TGE´s financial statements. IAS 39 Amendments (2008) "Eligible Hedged Items" provides clarification on issues in relation to hedge accounting. The amendments supplement the principles for designating inflation risks as an underlying transaction and for designating hedging instruments used to hedge a one-sided risk. These amendments become effective for the first time for fiscal years starting on or after July 1, 2009. The amendments will have no impact on the TGE´s consolidated financial statements. IFRIC 15 "Agreements for the Construction of Real Estate" addresses the accounting treatment of real estate sales in cases where a contract is entered into with the purchaser prior to the completion of the construction work. Published on July 3, 2008, this interpretation primarily determines the conditions under which IAS 11 and IAS 18 are applicable and the point in time at which the corresponding revenue is realized. This interpretation becomes effective for the first time for fiscal years starting on or after January 1, 2009. The amendments will have no impact on the TGE´s consolidated financial statements. IFRIC 16 "Hedges of a Net Investment in a Foreign Operation" clarifies uncertainties relating to hedges of a net investment in a foreign operation. Above all, the interpretation, which was published on July 3, 2008, determines the risks that can be hedged, the group companies that are allowed to hold the hedging instrument, and the accounting treatment applicable in the event that the foreign entity is divested. This Interpretation becomes effective for the first time for fiscal years starting on or after October 1, 2008. The impact of the first-time application of IFRIC 16 on TGE's consolidated financial statements is currently being assessed. IFRIC 17 "Distributions of Non-cash Assets to Owners" includes rules for the accounting of dividends in kind. The first-time adoption will have no effect on the consolidated financial statements of TGE. IFRIC 18 "Transfers of Assets from Customers"clarifies the treatment of IFRS, particularly IAS 18 'Revenue' for agreements in which an entity receives an item of property, plant and equipment from a customer to connect to an ongoing supply of goods and services. IFRIC 18 is particularly relevant for the utilty sector and will have no effect on the consolidated financial statements of TGE. 3. Segment sales and results The Company distinguishes between the business segments Onshore and Offshore, as follows: Offshore - Rendering technical engineering services in the field of construction of turn-key largescale 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 largescale plants on land for the storage of liquid gas and chemicals as well as their refitting. Major parts of the business segment "Onshore" were de-merged as at July 1, 2007 and sold to a third party company as at May 8, 2008. The business activities relating to "Onshore" which have not been de-merged and the business segment Offshore are the segments in place. The Onshore-activities, which have not been de-merged as at July 1, 2007, are shown from July 1, 2008 on in Offshore. Sales and net results of the business segments in place have developed as follows: +--------+--------+------------+--------+------------+--------+------------+--------+------------+--------+------------+--------+------------+ | | | Offshore | | Onshore | | Total | +--------+--------+----------------------------------+--------+----------------------------------+--------+----------------------------------+ | in EUR | | 1/7/2008 | | 1/7/2007 | | 1/7/2008 | | 1/7/2007 | | 1/7/2008 | | 1/7/2007 | | ´000 | | - | | - | | - | | - | | - | | - | | | |31/12/2008 | |31/12/2007 | |31/12/2008 | |31/12/2007 | |31/12/2008 | |31/12/2007 | +--------+--------+------------+--------+------------+--------+------------+--------+------------+--------+------------+--------+------------+ | | | | | | | | | | | | | | +--------+--------+------------+--------+------------+--------+------------+--------+------------+--------+------------+--------+------------+ | Sales | | 36,833 | | 46,737 | | 0 | | 36,084 | | 36,833 | | 82,821 | +--------+--------+------------+--------+------------+--------+------------+--------+------------+--------+------------+--------+------------+ | | | | | | | | | | | | | | +--------+--------+------------+--------+------------+--------+------------+--------+------------+--------+------------+--------+------------+ | Net | | 4,262 | | 6,518 | | 0 | | -8,372 | | 4,262 | | -1,854 | | result | | | | | | | | | | | | | +--------+--------+------------+--------+------------+--------+------------+--------+------------+--------+------------+--------+------------+ Income and expenses are allocated on the basis of useful keys. Sales are allocated on the basis of projects. 4. Seasonal and cyclical developments Seasonal developments The business of TGE is generally not influenced by seasonal developments. Cyclical developments In the last quarter of 2008 considerable turbulence affected the international finance markets. This crisis has influenced the business sphere of TGE significantly. Customers of TGE, both shipyards and shipowners are faced with financing problems for new projects. For TGE this weakened market leads to a delay in signing of new project orders. The management board has initiated measures to reduce overhead costs to sustain profitability through the crisis. Meanwhile, due to the existing order backlog and the reserves in place, management believe the company is well placed to remain viable through the crisis. 5. Liquid funds and long-term restricted cash The company presents cash and cash equivalents of TEUR 54.914 (June 30, 2008: TEUR 78.460). Cash and cash equivalents (Euro and foreign currency accounts) are restricted in the amount of TEUR 38,891 (June 30, 2008: TEUR 41,286) through bank guarantees mainly for letters of credit towards customers for advance payments received. An amount of TEUR 12,273 thereof refers to liquid funds that have been pledged as securities at banks for projects of TGE Gas Engineering GmbH. As of 31 December 2008, corresponding payables in the same amount are reported. 6. Share-Option-Plan "IPO" TGE has granted share options as at August 27, 2008 to current and former employees. According to the option scheme the employees are entitled to acquire an individually determined number of shares for 1 EUR/ share. In total, 13,784 shares are offered to the employees. The acquisition of the shares by the employees is possible as at August 28, 2009 earliest. The share options have been granted to the employees under the condition that the employees stay with TGE and TGE Gas Engineering GmbH until the exercise date. The number of share-options granted to employees is as follows: +-----------+--------+--------+--------+--------+ | Number | | 2008/ | | Prior | | | | 2009 | | year | +-----------+--------+--------+--------+--------+ | Total | | 0 | | 0 | | as at | | | | | | July 1 | | | | | +-----------+--------+--------+--------+--------+ | Granted | | 13.784 | | 0 | +-----------+--------+--------+--------+--------+ | Exercised | | 0 | | 0 | +-----------+--------+--------+--------+--------+ | Expired | | 0 | | 0 | +-----------+--------+--------+--------+--------+ | Total | | 13.784 | | 0 | | 31.12. | | | | | +-----------+--------+--------+--------+--------+ The shares for the option plan will be acquired by TGE by the exercise date from third parties. The total expenses of the option scheme have been estimated at TEUR 574 (own employees) respectively TEUR 1,144 (former employees) as at the granting date. As far as share options have been granted to current employees the amount is booked pro-rata over the vesting period as personnel expenses (as at December 31, 2008: TEUR 198). The amount referring to share options granted to former employees has been accounted for as personnel expenses in one sum (TEUR 1,144). The estimation is based on a risk-free interest rate of 3.5%, a fluctuation of 10% and a volality of 20%. 6. Deferred Taxes Deferred taxes in detail refer to the following balance sheet positions: +-------------+--------+----------+--------+-------------+--------+----------+--------+-------------+ | | | 31/12/2008 | | 30/06/2008 | +-------------+--------+---------------------------------+--------+---------------------------------+ | in EUR | | Deferred | | Deferred | | Deferred | | Deferred | | ´000 | | tax | | tax | | tax | | tax | | | | assets | |liabilities | | assets | |liabilities | +-------------+--------+----------+--------+-------------+--------+----------+--------+-------------+ | Intangible | | 0 | | 11 | | 0 | | 22 | | and | | | | | | | | | | tangible | | | | | | | | | | fixed | | | | | | | | | | assets | | | | | | | | | +-------------+--------+----------+--------+-------------+--------+----------+--------+-------------+ | Percentage | | 0 | | 4,532 | | 0 | | 8,423 | | of | | | | | | | | | | completion | | | | | | | | | | Method | | | | | | | | | +-------------+--------+----------+--------+-------------+--------+----------+--------+-------------+ | Working | | 0 | | 65 | | 0 | | 266 | | Capital | | | | | | | | | +-------------+--------+----------+--------+-------------+--------+----------+--------+-------------+ | Pension | | 0 | | 0 | | 33 | | 0 | | provisions | | | | | | | | | +-------------+--------+----------+--------+-------------+--------+----------+--------+-------------+ | Liabilities | | 0 | | 18 | | 0 | | 0 | +-------------+--------+----------+--------+-------------+--------+----------+--------+-------------+ | Tax | | 0 | | 0 | | 2,540 | | 0 | | losses | | | | | | | | | | carried | | | | | | | | | | forward | | | | | | | | | +-------------+--------+----------+--------+-------------+--------+----------+--------+-------------+ | | | 0 | | 4,626 | | 2,573 | | 8,711 | +-------------+--------+----------+--------+-------------+--------+----------+--------+-------------+ | Offset | | 0 | | 0 | | -2,573 | | -2,573 | +-------------+--------+----------+--------+-------------+--------+----------+--------+-------------+ | | | 0 | | 4,626 | | 0 | | 6,138 | +-------------+--------+----------+--------+-------------+--------+----------+--------+-------------+ Percentage of Completion Deferred taxes on Percentage of Completion refer to future tax liabilities due to anticipated gains on fixed price contracts according to IAS 11. The decrease compared to June 30, 2008 refers on the one hand to the decline of the total work in progress, on the other hand to the final acceptance of a number of projects by the customers and the realization of the sales in due course according to German accounting standards. Tax losses carried forward as at December 31, 2008 Deferred tax assets on tax loss carry-forwards relate to future tax deductions resulting from future offsetting of tax loss carry-forwards and positive future taxable income. As of December 31, 2008, the German fiscal unity has no unutilized tax loss carry-forwards for which an offset with taxable income is expected. The major reason for the decline of tax losses carried forward is the high taxable income of the company according to German tax law. The following table shows the expected tax loss carry-forwards incurred up to December 31, 2008. +------------+--------+------------+--------+------------+ | in EUR | |31/12/2008 | |31/12/2007 | | ´000 | | | | | +------------+--------+------------+--------+------------+ | To be | | 0 | | 19,811 | | carried | | | | | | forward | | | | | | for an | | | | | | unlimited | | | | | | period of | | | | | | time | | | | | +------------+--------+------------+--------+------------+ | Tax | | 3,519 | | 4,785 | | losses | | | | | | carried | | | | | | forward | | | | | | for | | | | | | which | | | | | | no | | | | | | deferred | | | | | | tax | | | | | | assets | | | | | | have | | | | | | been | | | | | | recognized | | | | | +------------+--------+------------+--------+------------+ Group tax rate 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 EUR | | 1/7/2008 | | 1/7/2007 | | ´000 | | - | | - | | | |31/12/2008 | |31/12/2007 | +------------+--------+------------+--------+------------+ | Profit/ | | 4,855 | | -20,766 | | Loss | | | | | | before | | | | | | taxes | | | | | +------------+--------+------------+--------+------------+ | Average | | 31.58% | | 39.90% | | group | | | | | | income | | | | | | tax (%) | | | | | +------------+--------+------------+--------+------------+ | Expected | | -1,533 | | 8,286 | | tax | | | | | | expenses/ | | | | | | income | | | | | +------------+--------+------------+--------+------------+ | Expenses | | -423 | | 0 | | related | | | | | | to share | | | | | | options | | | | | +------------+--------+------------+--------+------------+ | Difference | | -380 | | -423 | | from | | | | | | foreign | | | | | | tax rates | | | | | +------------+--------+------------+--------+------------+ | Losses, | | 0 | | -1,049 | | for | | | | | | which | | | | | | no | | | | | | deferred | | | | | | taxes | | | | | | have | | | | | | been | | | | | | accounted | | | | | | for | | | | | +------------+--------+------------+--------+------------+ | Tax effect from | 1,164 | | 0 | | the change of | | | | | tax losses | | | | | carried forward | | | | +---------------------+------------+--------+------------+ | Taxes | | 551 | | 0 | | for | | | | | | prior | | | | | | years | | | | | +------------+--------+------------+--------+------------+ | Others | | 22 | | -139 | +------------+--------+------------+--------+------------+ | Income | | -599 | | 6,675 | | tax | | | | | | expense | | | | | | (prior | | | | | | year: | | | | | | income) | | | | | +------------+--------+------------+--------+------------+ | Effective | | 12% | | 32% | | tax rate | | | | | | (%) | | | | | +------------+--------+------------+--------+------------+ 7. Related parties Compared to June 30, 2008 Gas Fin S.A., Strassen/ Luxembourg, has increased directly and indirectly their shares in TGE Marine Gas Engineering GmbH from 12.3% as at July 1, 2008 to 25.1% until the date of completion the half-year financial statements. Gas Fin S.A., Strassen/ Luxembourg, directly holds 12.3% (June 30, 2008: 12.3%) of shares, and indirectly over Gas Fin Investments S.A., Strassen/ Luxembourg, 11.6% and over Gas Fin GbR, Bonn, 1.2% . The shares of these companies are considered in the judgement whether Gas Fin S.A., Strassen/ Luxembourg, is a related party according to IAS 24 or not. Gas Fin S.A., Strassen/ Luxembourg, indirectly holds 40% of shares in TGE Gas Engineering GmbH, Bonn. This company is also classified as related party according to IAS 24. As at December 31, 2008 Caledonia Invesments plc, London/ Great Britain, is still a related party, as it still holds 35.4% of shares in TGE. In the period July 1 to December 31, 2008 the following transactions with related parties took place: * As at July 1, 2008 a loan granted by Caledonia Invesments plc, London/ Great Britain , amounting to TEUR 24,000 was repaid including accumulated interest, in total TEUR 27,386 was repaid. * With effect as of July 1, 2008 a contract between TGE and Gas Fin S.A., Strassen/ Luxembourg, was signed regarding the operative handling of Onshore-contracts, which have not been transferred in connection with the de-merger as of July 1, 2007. Based on this contract TGE assigns Gas Fin S.A. with the operating handli8ng of such contracts. It has been agreed that Gas Fin S.A. receives for the services rendered compensations, which are in line with arms length principles. In case that at the end of such projects a positive income effect remains for TGE, Gas Fin S.A. receives a profit sharing according to a defined scheme. * Based on a contract signed as at July 1, 2007, TGE Gas Engineering GmbH, Bonn, indemnifies TGE from all financial risks coming from Onshore-projects, which remained at TGE in the course of the de-merger as at July 1, 2008. 8. Events after balance sheet date The management board has implemented measures to reduce personnel expenses. It is planned to introduce reduced working hours for a part of TGE´s employees. Compensation for reduced working hours is granted by the German Federal employment agency for a maximum time period of 18 months, if companies intend to reduce the weekly working hours due to economic reasons or a loss-incurring event. TGE is planning to ask for short-time compensation due to the effects of the financial crisis. The management board estimates to reduce personnel expenses by this measure to a large extent in the fiscal years 2008/ 2009 and 2009/ 2010. Bonn, 10th March, 2009 TGE Marine AG The Management Board This information is provided by RNS The company news service from the London Stock Exchange END IR UUUCAWUPBGRB
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