OFFERING MEMORANDUM Global Offering of up to ... - Nordex

were eliminated from net incomes and replaced by imputed future personnel and administrative
expenses of Taifun AG, duly accounting for the tax effects. In order to prevent fictitious changes in the
pro forma group equity, the income statements were adjusted in the lines after net income by inserting
an item headed, ‘‘adjustment for pro forma group fee apportionment and imputed taxes.’’ Any profit &
loss transfer agreements in effect during the periods under review (cf. Note 2) and the ensuing cash
outflows and decreases in equity at the subsidiaries were not reversed lest the true and fair view of
their financial position be biased. The imputed taxes on such earnings were properly accounted for. To
render the results of operations comparable, the profits transferred including imputed taxes (net
balance) were deducted after net income only, i.e. in the profit appropriation account. Therefore, the
pro forma net earnings do not represent the retained earnings under the terms of Art. 268(1) HGB.
The restatements made to reconcile the financial-accounting net incomes for fiscal 1997/98,
1998/99 and 1999/2000 to each period’s pro forma group net income and pro forma net earnings of
the group according to IAS present the following picture:
1999/00 1998/99 1997/98
E E E
Preconsolidation net income according to HGB 12,667,004.28 7,088,964.26 1,975,731.96
Development costs capitalized according to IAS 38 646,057.84 1,124,433.11 391,036,03
Accounting for public grants according to IAS 20 (1,429,245.20) (306,775.13) 0.00
Application of the PoC method according to IAS 11 (2,054,153.71) 4,151,473.23 2,035,740.83
Elimination of general allowances for doubtful accounts (6,646.80) 150,123.60 4,039.20
Accounting for accrued expenses according to IAS 37 0.00 0.00 (51,129.19)
Recognition/utilization of contract-related accruals due to new
insights 590,097.30 (590,097.30) 0.00
Provision for deferred taxes according to IAS 12 631,068.14 (2,043,133.61) (1,141,783.80)
Accounting in a group dimension for capital leases
according to IAS 17 247,334.54 56,188.14 0.00
Intercompany profit elimination according to IAS 27, net (27,384.17) (10,231.57) 0.00
Adjustment for group fee apportionment for improved
comparability, net (2,690,000.00) (2,387,000.00) (1,882,000.00)
Imputed taxes on the net of adjusted group fee apportionment
and P&L transfer (2,139,535.64) (703,692.55) 263,560.23
Pro forma group net income according to IAS 6,434,596.58 6,530,252.18 1,595,195.27
Transfer of HGB-based profit to Borsig Energy GmbH under P&L
transfer agreements (7,987,930.09) (4,129,487.53) (1,229,370.33)
Elimination of net balance of adjusted group fee apportionment
and loss carryover from first-time inclusion of Borsig
Rotortechnik GmbH 2,689,984.65 2,387,000.00 1,882,000.00
Elimination of imputed taxes 2,139,535.65 703,692.55 (263,560.23)
IAS P/L carryover from prior year 6,384,188.00 892,730.80 (1,091,533.91)
Pro forma group net earnings according to IAS 9,660,374.78 6,384,188.00 892,730.80
(2) Consolidation group
For comparison, the (combined) pro forma consolidated financial statements 1999/2000, 1998/99 and
1997/98 as from the date of formation or organization, include, in addition to Taifun AG all subsidiaries
over which Taifun AG can exercise a controlling influence as and when the group structure de facto
materialized. Changes in the consolidation group have been accounted for.
Taifun AG, Oberhausen, Germany (the ‘‘Company’’), was formed on August 25, 2000 (Doc. Reg. UR 405/
2000 of Helmut Hübbers, notary public in and for Oberhausen). Borsig Energy GmbH, Oberhausen,
subscribed for the capital stock of E50,000 in exchange for the grant of 50,000 shares of common
stock without par value (‘‘no-par shares’’) at E1.00 each. The incorporation was recorded and certified
by the Commercial Register of the Oberhausen Local Court (no. HRB 3659) on September 19, 2000.
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