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

NOTES to the pro forma CONSOLIDATED INTERIM
STATEMENTS
with selected explanatory disclosures according to IAS 34
for the 3-month period ended December 31, 2000
(1) Group definition
The Taifun Group, whose Oberhausen, Germany, based parent is Taifun AG, develops, manufactures and
markets wind turbines. For details of the operations of the Taifun Group’s sole division, Wind Energy,
reference is made to the segment report.
In view of Taifun AG’s proposed IPO in fiscal 2000/01, we prepared (combined) pro forma consolidated
financial statements for the fiscal years 1997/98, 1998/99, and 1999/2000 in accordance with the
provisions of the International Accounting Standards (IAS). In connection with the applicable
accounting obligations and in derogation of the de facto economic situation, we presented pro forma
consolidated interim statements for the 3 months ended December 31, 2000, in accordance with IAS
34. For comparative purposes, we used for the like-for-like (LFL) prior-year quarter (10-1 to 12-31-
1999) figures based on statistical data. The pro forma consolidated interim statements for the 3-month
period ended December 31, 2000 (‘‘First Quarter for Fiscal Year 2000/2001’’), conform in every material
respect with the provisions of the International Accounting Standards.
The prerequisites for preparing consolidated accounts under the terms of IAS 22 and 27 will not be met
until early 2001 since this period only will see the inception of Taifun AG’s business operations. Until
then, its subsidiaries are organizationally fully integrated in Borsig Energy GmbH and included in the
group of BDAG Balcke-Dürr AG.
The pro forma consolidated interim statements for the 3-month period ended December 31, 2000, were
developed from the included companies’ separate annual accounts (restated according to IAS) with due
regard to the necessary consolidation entries and to balance sheet continuity versus the (combined)
IAS-based pro forma consolidated financial statements as of September 30, 2000. The financial
statements, prepared in DM, were transformed into euros (E) at the final official rate of E1.00 = DM
1.95583. The same approach was adopted to develop the accounting figures for the LFL quarter, viz.
First Quarter for Fiscal Year 1999/2000. The recognition, disclosure and valuation rules required by IAS
were applied, including the consistency principle. The accounting and valuation methods used in the
pro forma consolidated interim statements were throughout the same as those adopted and applied by
Taifun AG. The accounting and currency translation methods adopted for the (combined) pro forma
consolidated financial statements for the fiscal year ended September 30, 2000, were consistently
applied to these interim accounts. New insights acquired by the date the pro forma consolidated
interim statements were prepared are duly reflected.
With a view to optimizing comparability with the future actual situation within the Taifun Group
(meantime the Nordex Group), the cost allocations and apportioned group fees charged in the 3-month
period under review to the subsidiaries were eliminated from quarterly net income and replaced by
imputed future personnel and administrative expenses of today’s Nordex AG (formerly 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 quarterly net income by inserting an item headed,
‘‘adjustment for pro forma group fee apportionment and imputed taxes.’’
The subsidiaries’ prorated P/L carryovers from the (combined) IAS-based pro forma consolidated
financial statements and their pro rata temporis (p.r.t.) results for the quarter ended December 31,
2000, were eliminated under the pro forma capital consolidation within the profit appropriation
account of the income statement where the quarterly net income was developed into the pro forma
quarterly net earnings. The pro forma net earnings do not represent the retained earnings under the
terms of Art. 268(19 German Commercial Code (‘‘HGB’’). Goodwill amortization has not been disclosed,
cf. Note (3) hereinbelow.
F-46