annual report 2012

AnnuAl RepoRt 2012

wAAgneR biRo——RepoRt

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— Companies which operate on international markets must contend with constant movement. Every region poses its own particular challenges that change all the time; economic, price and currency structures are also in a continual state of flux. To be successful, you have to keep moving. Waagner-Biro is always working on innovations, continually enhancing its own structures in order to respond rapidly to opportunities that arise on new markets. This process is driven by people with one key trait in common: they are all open to new ideas. —

wAAgneR-biRo AnnuAl RepoRt 2012

1) Before goodwill amortisation2) Equity + social capital (provisions for

severance, pension and long-service bonus payments) / non-current assets

3) Including mezzanine capital

Key figuRes2008—2012 (1)

incomein EUR million

2008 2009 2010 2011 2012

Sales revenues 151.6 192.4 140.8 172.0 171.8 thereof national, % 8.8 4.8 7.7 8.9 6.4 thereof international, % 91.2 95.2 92.3 91.1 93.6

EBITDA 10.9 16.7 15.1 12.5 10.1Profit on ordinary activities 1, 4) 7.4 12.1 11.0 8.7 6.1Consolidated result 17.5 8.6 7.9 7.0 4.9ROS EGT, % 4.9 % 6.3 % 7.8 % 5.1 % 3.6 %ROE EGT, % 5) 24.3 % 34.6 % 27.5 % 19.9 % 14.1 %

Assetsin EUR million

2008 2009 2010 2011 2012

Total assets 5) 137.4 139.1 138.3 149.2 148.3 Non-current assets 5) 38.7 45.3 48.4 48.1 47.2 Ratio of equity capital to non-current assets (%) 2, 5) 94.1 % 91.2 % 95.0 % 103.5 % 106.1 %Equity 3, 5) 30.4 35.0 40.0 43.7 43.4 Equity ratio (%) 5) 22.1 % 25.2 % 28.9 % 29.3 % 29.3 %Investments 2.3 9.9 6.0 2.9 3.1Depreciation and amortisation 2.6 3.3 3.4 3.2 3.2Gross cash flow 9.4 16.6 13.8 10.7 9.0Cash flow from operating activities – 2.3 19.0 7.4 11.4 15.1

other key figures in EUR million

2008 2009 2010 2011 2012

Employees as at December 31 (number) 930 1,079 1,074 1,283 1,149 Order intake 206.3 172.7 218.3 146.6 195.3 Order backlog 190.0 175.9 249.9 198.6 218.1

4) Transition of profit on ordinary activities (EUR m) 2008 2009 2010 2011 2012Earnings before tax 7.4 12.1 11.0 8.7 6.1 +/– Result from non-recurring items – – – – –+ Goodwill amortisation – – – – –= Profit on ordinary activities before goodwill amortisation

7.4 12.1 11.0 8.7 6.1

5) Key figures regarding assets have not been adapted

Profit on ordinAry Activitiesin EUR million

order bAcklogin EUR million

ebitdAin EUR million

order intAkein EUR million

sAles revenuesin EUR million

gross cAsh flow in EUR million

151.6192.4

140.8172.0 171.8

2008 2009 2010 2011 2012

10.9

16.7 15.112.5 10.1

2008 2009 2010 2011 2012

7.4

12.111.0

8.76.1

2008 2009 2010 2011 2012

9.4

16.613.8

10.7 9.0

2008 2009 2010 2011 2012

206.3172.7

218.3

146.6195.3

2008 2009 2010 2011 2012

190.0 175.9

249.9198.6

218.1

2008 2009 2010 2011 2012

218— Our highly satisfactory order backlog of EUR 218 million

is principally the result of our innovative expertise, which turns one project award decision after another in our favour.

The bridge construction area, for example, has earned its reputation with complex drive technology that secures

challenging movable bridge projects for the company from all corners of the globe; meanwhile the steel engineering

division has demonstrated its ability to transform complex building envelopes into reality. For Capital Gate in Abu

Dhabi, for example – the tower with the most pronounced angle of lean in the world – Waagner-Biro produced

12,000 different triangular panels. —

million pRoves the demAnd foR innovAtive technology.—

— An impRessive oRdeR bAcKlog of euR

218

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wAAgneR-biRo AnnuAl RepoRt 2012 03

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— Being open-minded at all times has made Waagner-Biro what it is today: an organisation of multifarious talents which the company brings to bear in many regions of the world. That diversity is driven in large part by the stimulating mix of nationalities represented by our staff members, who face up to challenges confidently on a daily basis. Our employees are the ones who constantly pursue fresh solutions – as in the case of the rotating telescopic stage for the Pamplona multi-purpose hall. This approach continually opens up new markets and has led to the first ship stage in Japan and bridges in South America, Africa and Southeast Asia. —

— diveRsity:

38nAtionAlities pResent A

poweRful pRofile.—


The Crystal London

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Foreword by the Management Board 09

the compAny Company profile 12Group structure 12Governing bodies 12

the yeAR 2012Business development 16Human resources 18Business areas in detail 19

Bridge Systems 19Stage Systems 24Stahlbau 29Qualter Hall 34

Segment reporting 37Corporate responsibility 39

Corporate governance 39Compliance 39Corporate social responsibility 39

Outlook 41

consolidAted finAnciAl stAtementsConsolidated statement of financial position 44Consolidated income statement 46Consolidated statement of comprehensive income 47Consolidated statement of cash flows 48Consolidated statement of changes in equity 49Notes 50Auditors’ report 82Supervisory Board report 84

—contents—

Key peRfoRmAnce indicAtoRs (inside flap)


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Ladies and gentlemen,For Waagner-Biro, 2012 was an eventful year. It was a year in which we were able to take our chances in many areas. We broke into a number of new markets while successfully expanding several promising product segments. In spite of several project delays, these achievements produced sales revenues of EUR 171.8 million (almost matching the previous year’s value of EUR 172.0 million).

Development was variable across the business divisions. Bridge construction and the UK-based subsidiary Qualter Hall remained on course for growth; however, steel engi-neering underwent a minor decline and, more seriously, key performance indicators deteriorated for the stage equipment area, negatively impacting on the overall result for the Waagner-Biro Group. Although Group profit on ordinary activities was clearly positive at EUR 6.1 million, it remained some 30 % below the prior year’s value of EUR 8.7 million.

We have started the process of optimising structures in the stage equipment area. In response to the rising number of project postponements in 2012, it has been necessary to adapt internal working processes with a view to making Waagner-Biro Stage Systems more flexible. The generally excellent order balance has given the Group the backup it needs. We went into 2013 with the second highest order backlog in the company’s recent history (up 10 % from EUR 198.6 million to EUR 218.1 million on 31st December 2012).

Waagner-Biro Bridge Systems developed new markets in Columbia, Chile and Mozambique during 2012. Even more significant in terms of business development has been the steady improvement in the market position of movable bridge systems. The Botlek Bridge, a vertical lift bridge near Rotterdam, was the single biggest order of recent times for the bridge construction area. Considerable progress has been made on the restructuring programme introduced in 2011 for Waagner-Biro Gulf, which belongs to the bridge construction division; this in turn had a positive influence on the annual result.

In the steel engineering area, Waagner-Biro has completed some high-profile projects in which sustainability was a key priority: most notably, these included the facade for the headquarters of the Co-operative Group in Manchester and The Crystal project in London (a sustainable urban development centre run by Siemens).

Meanwhile the high points for stage equipment have been the completion of the Linz Music Theatre, the Bialystok project in Poland and the Forum Evolución project in the Spanish city of Burgos. The company also secured several orders for stages on cruise ships, along with its first contract from a shipyard in Japan.

In the UK Qualter, Hall underlined its competitiveness with major orders linked to a potash mine run by Cleveland Pot-ash and renovation of the Thames Barrier close to central London. Coming in the wake of steady turnover growth, these contracts led to a record result in 2012.

This year’s annual report is somewhat thinner: we have in-tentionally trimmed it down. Further information on spe-cific issues may be found on our company’s comprehensive web site: please visit us online at www.waagner-biro.com to keep up to date with news from the company throughout the year.

We would like to extend thanks to our customers, em-ployees, suppliers and partners. Their achievements and dedication are the basis of our success; together with them, we look forward to a successful 2013.

— Aneventful yeAR —

Rudolf Estermann Martin Zinner


—the compAny—

Business Aviation Canopy Baku

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—the compAny—

—the comPAny the yeAR 2012

consolidAted finAnciAl stAtements


Waagner-Biro AG is an international corporate group based in Vienna which can draw on nearly 160 years’ experience of steel and mechanical engineering. Its business divisions combine a wealth of engineering know-how with specialisa-tions in technically complex niche areas.

The group of companies essentially provides services in the following areas:

— Bridge construction— Steel and glass architecture— Stage equipment— Special machinery

Corresponding maintenance and service tasks complete the portfolio.

Waagner-Biro commands excellent market positions in all of its business fields. As an internationally active organisa-tion, the company maintains a presence in numerous coun-tries through projects on five continents. At the end of the year, the Waagner-Biro Group had 1,149 employees based at 16 sites in Europe, Asia and the Middle East.

the grouP’s legAl structure

Waagner-Biro AG is the holding company for the Waagner-Biro Group. Its functions include central responsibility for strategy, finance and controlling, human resources, policy-making authority and Group consolidation. The diagram opposite depicts the corporate structure as at 31 Decem-ber 2012.

governing bodies

supeRvisoRy boARd

Herbert W. LiaunigChairman

Hellmut Longin (to 27th April 2012)First Vice Chairman

Gerhard HeldmannSecond Vice Chairman (to 27th April 2012)First Vice Chairman (since 27th April 2012)

Kurt BergerWolfgang GausterAlexander Liaunig

Herbert Donnersbichler*)

Franz Toth*)

Stanislaus Schmid*) (to 16th January 2012)Thomas Freudensprung*) (since 16th January 2012)*) Employee representatives

mAnAgement boARd

Rudolf EstermannGerhard Klambauer (to 30th March 2012)Thomas Jost (1st July to 31st December 2012)Martin Zinner (since 1st October 2012)

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— gRoup stRuctuRe —

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—the comPAny the yeAR 2012


wAAgneR biRo QAtAR wll

QAtAR / 100 % 2)

wAAgneR-biRo bRidge systems Ag

A /100 %

p.t. wAAgneR-biRo indonesiA

Ri /100 %

wAAgneR biRo philippines, inc.

Rp/100 %

wAAgneR biRo gulf l.l.c. vAe /100 % 2)

wAAgneR-biRo bin butti engineeRing l.l.c.

vAe /100 % 2)

1) The shareholdings of Waagner-Biro AG in Jenbacher Holdings (UK) plc. (percentage share 100 %) and Waagner-Biro Beteiligungsverwaltungs GmbH (percentage share 100 %) are not shown here due to immateriality.

2) This diagram is based on business ownership (legal ownership amounts to 49 %). As of 31st December 2012

94,99 %

5,01 %

wAAgneR-biRostAge systems

(shAnghAi) co., ltd.chn / 100 %

ooo „wAAgneR-biRosAnKt peteRsbuRg

stAge systems“ Rus / 100 %

wAAgneR-biRo bAvARiA stAge systems gmbh

d /100 %

wAAgneR-biRo spAin stAge systems s.A.

e /100 %

wAAgneR-biRo uK stAge systems ltd.

gb /100 %

wAAgneR-biRo luxembouRg

stAge systems s.A. l /51 %

wAAgneR-biRo AustRiA stAge

systems Ag A /100 %

wbb stAhl- und mAschinenbAu Ag i.A.

A / 100 %

wAAgneR-biRo immobilien-

veRwAltungs gmbh A / 100 %

QuAlteR, hAll & co ltd.

gb /100 %

wAAgneR-biRo stAhlbAu Ag

A /100 %

wAAgneR biRo limited

gb /100 %

wAAgneR-biRo emiRAtes contRActing l.l.c.

vAe /100 % 2)

wAAgneR biRo spólKA z o.o.

pl /100 %

wAAgneR-biRo AKtien-

gesellschAft, AustRiA 1)


Hull swing bridge, Kingston upon Hull

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the compAny —the yeAr 2012


yeAR— the

2012 —


The sales revenues of the Waagner-Biro Group developed sat-isfactorily in 2012, almost exactly matching the previous year’s figure of EUR 172.0 million at EUR 171.8 million. Turnover for the bridge construction area was up EUR 5.9 million on the prior year’s value; for Qualter Hall the figure rose by a consider-able EUR 5.7 million. The areas of steel engineering and stage equipment fell short of the previous year’s figures with sales revenues of EUR – 3.8 million and EUR – 8.8 million respec-tively. Owing to a negative profit on ordinary activities for stage equipment and diminished earnings for steel engineering and bridge construction, the overall result for the Group fell from EUR 8.7 million in 2011 to EUR 6.1 million.

In line with the development of sales revenues and profit on ordinary activities, the profit margin (ROS) fell from 5.1 % in the previous year to 3.6 %. The return on equity was 14.1 % (com-pared to 19.9 % in 2011) with the equity ratio at 29.3 % (un-changed from 2011). Gross cash flow stood at EUR 9.0 million (compared to EUR 10.7 million in 2011) while the cash flow from operating activities increased markedly from EUR 11.4 million in the previous year to EUR 15.1 million in 2012.

The generally positive order balance of 2012 was reflected in the order intake of EUR 195.3 million, which comfortably

exceeded last year’s value of EUR 146.6 million. The order backlog of EUR 218.1 million was also well above the compa-rable figure for 2011 and amounted to the second highest order balance of recent years.

chAnges in the mAnAgement boArd

Martin Zinner joined the Waagner-Biro Group as the new Chief Financial Officer late in 2012. He succeeded Gerhard Klambauer, who left the company at the end of March 2012. Thomas Jost, who joined the Management Board of Waagner-Biro on a provisional basis in July 2012, resigned his position as scheduled on 31st December 2012.

The new divisional head of Waagner-Biro Austria Stage Systems AG is Alexander Kontrus, who joined the stage equipment company in September 2012. Mr. Kontrus brings many years of experience with international indus-trial firms to the role. One of his first tasks will involve the strategic market realignment of the stage equipment special-ist; he will also apply himself to the optimisation of internal handling processes with a view to positively influencing the earnings situation.

2012 –— business development in

sAles revenues by business AreA in EUR million

2008 2009 2010 2011 2012

Stahlbau (prior to demerger) 104.1 141.9 – – –Stahlbau (after demerger) – – 32.4 53.5 49.7Bridge Systems (after demerger) – – 53.4 59.6 65.5Stage Systems 34.8 28.0 35.8 39.7 30.9Qualter, Hall & Co 13.8 19.9 16.5 18.1 23.8Intercompany sales/miscellaneous –1.1 2.6 2.7 1.2 1.9Waagner-Biro Group 151.6 192.4 140.8 172.0 171.8

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Profit on ordinAry Activities 1) by business AreA in EUR million

2008 2009 2010 2011 2012

Stahlbau (prior to demerger) 5.1 9.9 – – –Stahlbau (after demerger) – – 3.3 4.4 3.7Bridge Systems (after demerger) – – 5.2 4.0 3.8Stage Systems 1.6 1.9 1.6 –0.1 –3.0Qualter, Hall & Co 1.4 1.7 1.8 1.8 2.1Intercompany sales/miscellaneous –0.7 –1.4 –0.9 –1.4 –0.5Waagner-Biro Group 7.4 12.1 11.0 8.7 6.1

1) Before goodwill amortisation pursuant to IFRS 3

roeegt by business AreA in %

2008 2009 2010 2011 2012

Stahlbau (prior to demerger) 22.0 36.1 – – –Stahlbau (after demerger) – – 45.8 40.4 33.3Bridge Systems (after demerger) – – 23.9 21.4 20.3Stage Systems 18.6 21.1 17.6 – 1.2 –33.7Qualter, Hall & Co 20.3 21.5 22.5 22.5 25.3Waagner-Biro Group 24.3 34.6 27.5 19.9 14.1

order intAke by business AreAin EUR million

2008 2009 2010 2011 2012

Stahlbau (prior to demerger) 145.7 104.3 – – –Stahlbau (after demerger) – – 93.2 22.6 39.9Bridge Systems (after demerger) – – 66.7 58.2 89.9Stage Systems 34.3 33.0 44.2 47.9 39.1Qualter, Hall & Co 28.9 35.2 16.3 18.4 27.8Intercompany transactions – 2.6 0.2 – 2.1 – 0.5 –1.4Waagner-Biro Group 206.3 172.7 218.3 146.6 195.3

order bAcklog At yeAr end by business AreA in EUR million

2008 2009 2010 2011 2012

Stahlbau (prior to demerger) 139.9 103.1 – – –Stahlbau (after demerger) – – 111.4 83.3 65.4Bridge Systems (after demerger) – – 57.8 49.2 74.1Stage Systems 30.4 34.9 43.3 51.5 58.5Qualter, Hall & Co 21.1 37.9 39.1 14.9 20.1Intercompany transactions –1.4 0.0 –1.7 –0.3 0.0Waagner-Biro Group 190.0 175.9 249.9 198.6 218.1




—humAn

ResouRces–

As of 31st December 2012, the Waagner-Biro Group had a total of 1,149 employees. The staffing level was thus be-tween the levels of 2010 and 2011. The decline in employee numbers compared to 2011 was entirely due to adjustments at Waagner-Biro Gulf.

As an international organisation that specialises in high technology, Waagner-Biro depends on its highly qualified employees. The qualification levels of staff are continually being upgraded through intensive training measures. The international profile of the workforce reflects the global orientation of the corporate group.

The company’s high educational levels are borne out by the figures: around 40 % of Waagner-Biro Group staff based in Austria graduated from a university (or university of applied sciences) and 99 % of employees in Austria attended an academic or vocational secondary school.

workforce numbers

2008 2009 2010 2011 2012

Stahlbau (prior to demerger) 673 788 – – –Stahlbau (after demerger) – – 91 105 100Bridge Systems (after demerger) – – 688 876 738Stage Systems 123 124 133 141 150 Qualter, Hall & Co 131 133 130 128 126 Waagner-Biro AG (Holding) 3 34 31 33 35 Total 930 1,079 1,074 1,283 1,149

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Business opportunities“Bridges come in many types, and we offer the majority of them. Over the past two years, we have devoted a great deal of time to one particular type: movable bridge systems. Many of the movable bridges in existence around the world are showing their age and need to be replaced. Ports in the north of Europe are currently investing heavily in this area, for example, which presents an opportunity we can exploit. At present we are working on a number of movable bridges, including the Botlek Bridge, the biggest order in the company’s recent history. These successful acquisitions are rooted in the confidence of market players in our ability to realise challenging projects to the satisfaction of our clients. Our current activities have in themselves provided us with persuasive references that will help us acquire more orders in due course.”

Peter Hackl Chief Executive, Waagner-Biro Bridge Systems AG

Service portfolioWaagner-Biro Bridge Systems is an internationally active, full-service supplier of steel bridges and one of the world’s leading providers of system bridges. The company’s broad range of services covers all the main bridge types, from system bridges and technically sophisticated movable bridges to special bridges (cable-stayed, suspension, steel composite and architectural bridges, and so on). Its port-folio comprises construction, modification, widening and reinforcement as well as service, maintenance and repair. Waagner-Biro has almost 160 years’ experience in the field of bridge building.

Through Waagner-Biro Gulf in the United Arab Emirates, the company offers not only bridges but also infrastructure services and marine and environmental engineering.

The company’s core markets are in Southeast Asia (Indo-nesia and the Philippines), Africa, South America, Europe and the United Arab Emirates.

InnovationThe continual development of existing technologies is nec-essary for the company to provide state-of-the-art solutions in the field of bridge construction. As far as standardised bridges are concerned, Waagner-Biro is continually aiming to raise the degree of functionality and make installation as simple as possible. Every special bridge contract throws up its own challenges that demand made-to-measure solutions – and in doing so Waagner-Biro can draw on a wealth of experience. In the area of movable bridge systems, Waagner-Biro Bridge Systems benefits from the depth of mechanical engineering and drive technology expertise attained across various divisions of the corporate group.

— bRidge systems —


Business development The past financial year was a successful one for the bridge construction division. In terms of numbers, sales revenues increased by a respectable 10 %, from EUR 59.6 million in 2011 to EUR 65.5 million. Profit on ordinary activities of EUR 3.8 million almost matched the previous year’s figure of EUR 4.0 million. The order backlog, meanwhile, reflected the excellent order balance, rising by 51 % from EUR 49.2 million to EUR 74.1 million.

There were three reasons for this generally satisfactory performance in 2012:

1.) Waagner-Biro has succeeded in securing an excellent global market position in the field of movable bridges, which include bascule, swing and vertical lift bridges. All of these demand very high levels of technical expertise on the part of bridge builders. The number of orders obtained confirms the level of trust on the market. The Waagner-Biro Group is currently constructing seven movable bridges: the Botlek Bridge in the Netherlands, the Rethe Bridge in Germany, the Golden Horn swing bridge in Turkey, the Prai River Bridge in Malaysia, the Hull swing bridge in the UK, the Al-Tanumah Bridge in Iraq and the Batarusa Bridge in Indonesia.

The highlight of the past financial year has been the Botlek Bridge, which will be the world’s largest vertical lift bridge when complete. Waagner-Biro will need to apply its wide-ranging expertise to fulfil the single highest-earning order for the bridge construction division in the recent history of the company. The order covers the drive system, the techni-cal heart of the bridge. Once again, the bridge construction department will call upon the many years of mechanical engineering experience that the Group has amassed. It is this synergy of know-how across Waagner-Biro’s individual business areas that gives the company a unique market posi-tion and produces a convincing sales argument.

2.) Regular business on existing markets has also played a part in the positive business trend. The company secured eight contracts for panel bridges in Chile while 15 modular bridges are being built in Mozambique; four footbridges are under construction in Ghana while a follow-up order for four panel bridges was gained in Thailand.

In Indonesia, the bridge construction area responded to these developments by establishing a new production facil-ity. Although the modular and arched bridges produced there are primarily aimed at the Indonesian market, they are also supplied to the whole southeast Asian region and the Middle East.

Having successfully restructured, Waagner-Biro Gulf in Dubai (which also belongs to the bridge construction divi-sion) is reporting that its four operational business areas – bridge construction, infrastructure, environmental engineer-ing and marine engineering – are all contributing to positive business developments. Growth has been especially strong for the marine engineering area, which has realised attractive projects linked to shipping piers, marine maintenance and floating pontoons. Following a decline in business activity over the past few years, the company has identified signs of a general recovery in the Gulf region. Waagner-Biro Gulf also established a new and more modern branch office in the centre of Dubai during 2012.

3.) The strategy of recent years – developing and gaining footholds on specific new markets – has had a positive impact. The company has targeted countries with a press-ing need for new transport infrastructures in Southeast Asia, Africa, Central America and South America; more specifically, initial projects from Columbia, Chile and Mo-zambique were secured last year. Waagner-Biro is among the first movers on many newly established markets and has been one of the first international bridge builders to attract orders. This was the case in Myanmar, which has become more politically receptive in recent years.

When the company establishes a presence on a new market, it may not make much difference to that year’s turnover and earnings; however, these markets are still indicative of a long-term growth strategy and a broadening international profile.

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— At the Golden Horn in Istanbul, Waagner-Biro is currently implement-ing the drive system for a swing bridge in a technically sophisticated project. A subway line connecting two districts of the city of millions crosses the bridge, which has a total length of 900 metres.

The swing bridge is opened and closed rapidly by means of a pivot axis weighing several tons. Thanks to this solution, the Golden Horn is navigable in both directions, both on and over the water; the flow of traffic is uninter-rupted. —

high-techon the bospoRus.—

— istAnbul:


infRAstRuctuRe— sumAtRA:

to pRomote touRism.—

— in motion22



and a bridge designed and manufactured by Waagner-Biro Indonesia will improve mobility for the island’s 200,000 inhabitants as well as tourists. The bridge itself is a truss girder bridge constructed as a continuous beam with three spans. Waagner-Biro was responsible for the design and manufacture as well as supervising installation. —

— Billiton Island in Indonesia is one of the most beauti-ful islands in Southeast Asia. Famed for its white sand beaches, Billiton is being discovered by more and more people searching for an unspoilt haven away from heavily touristed Bali. The rise in visitor numbers to the island has highlighted the need to upgrade the island’s infrastructure;


Eastern potential“Cultural facilities such as opera houses and theatres are more than just performance venues; they often embody a nation’s identity. Many emerging nations in the east enjoy a rich cultural heritage and possess a considerable number of theatres and other venues. In many instances, however, their stage equipment is obsolete and falls far short of present-day standards. This is where we come in – because we recognise the potential in these countries. Our success bears us out: we have already implemented our first projects in Russia with the collaboration of a local partner. We have also secured orders or entered into detailed negotiations in Romania, Turkey, Ar-menia and Georgia. Our commitment is already confirmed: we intend to be among the first movers in these areas too.”

Alexander KontrusChief Executive, Waagner-Biro Austria Stage Systems AG

Service portfolioWaagner-Biro Stage Systems provides services in the fields of stage equipment, intelligent building engineering and repair and maintenance. These include the full range of technical facilities for opera houses, drama theatres and multi-purpose venues. Aside from equipping theatres and opera houses, one of the company’s main fields of growth is delivering stage and event technology to venues and cruise ships. For Stage Systems, intelligent building engineering involves sup-plying and installing flexible stands and seating systems for sports stadia and multi-functional buildings.

In the service and maintenance segment, more than 200 theatres, opera houses and event venues around the world rely on our company’s experienced and highly qualified employees to service their stage equipment.

InnovationRaising customer benefit and usability are central to ongo-ing product innovation at Waagner-Biro Stage Systems. Innovation is driven by the demand for very quiet, safe and flexible stage equipment systems. In the long term, develop-ing drive systems, new winches and computer control units are the priorities. Elements to improve acoustics make up a relatively new field of research. These include acoustic banners with special reflective and absorption properties and flexible reverberation gates that can make a resonance chamber larger or smaller as required.

Business developmentFor the stage equipment division, 2012 was a difficult year. Very long order postponements – unusual even for the field of project business – put the flexibility of the company to the test; at the same time, internal process structures had to be improved. Both factors had a dampening effect on business developments: turnover dropped by 22 % from

— stAge systems —

— in motion24



— A brand new cultural centre equipped with stage equipment from Waagner-Biro has been built in the Norwegian city of Stavanger; work was completed in mid – 2012. Aside from the under-stage and over-stage machinery, special mention should be

made of the extensive acoustic instal-lations that not only optimise ambient sound but also render it more flexible according to need. Listeners can be sure of a perfect sound experience every time, whether attending a musi-cal or a pop concert. —

Acousticdelights thAnKs to

cutting-edge technology.—

— cultuRAl centRe in noRwAy:


stAged.—— sKilfully

— in motion26



fashion. A 13-metre catwalk, pivotable in three dimensions within the performance space, was also installed to facilitate the entrance of ‘Death’. In addition the company supplied the control unit, the heart of the system. In the musical, the combined technology paired with some ingenious staging conjured up a truly fantastic world for the spectators. —

— Modern musical performances place high demands on stage equipment, which can be tailored to the specific needs of a production. For the global hit ‘Elisabeth’, Waagner-Biro constructed a number of special drives for new hydraulic elements on the stage lifts at Vienna’s Raimund Theatre. These enabled the ‘underworld’ to be staged in dramatic


EUR 39.7 million to EUR 30.9 million, and profit on ordinary activities was negative at EUR – 3.0 million (EUR – 0.1 million in 2011).

Despite this, the products and services offered by Stage Systems remain attractive to the market. This is evident not least from the higher order balance at the end of the year, which will be reflected in the figures for financial year 2013. The order backlog on 31 December 2012 accordingly stood at EUR 58.5 million, a considerable 14 % above the previ-ous year’s value of EUR 51.5 million.

The management team has responded to the challenges of 2012 by starting to optimise internal processes. The aim will be to streamline business processes further with a view to facilitating faster and more effective responses to the big changes in general conditions. The focus of attention will be on costs and standardised solutions, and suppliers will be incorporated into handling processes more closely. This will lower the break-even point and guarantee profitability, even in such exceptional years.

The year 2012 was also notable for some impressive pro-jects, however, including completion of stage equipment for the Linz Music Theatre. At the heart of the installation is the 32-metre revolving stage; its diameter is of a magnitude few suppliers on the market can match. The first performances will take place in the spring of 2013.

The Raimund Theatre in Vienna was extensively modified for the show ‘Elisabeth’. The special requirements for the hit international musical could only be met by adapting the stage equipment.

Work on the Opera Podlaska in the Polish city of Bialystok has been completed successfully. The order for the opera house with around 800 seats – implemented by Waagner-Biro in partnership with Warsaw-based LTT – involved the under-stage as well as the over-stage machinery.

The Forum Evolución project in the Spanish city of Burgos was also concluded in 2012; the auditorium and conference centre can accommodate around 2,000 people in its two halls, both of which have been fitted with Waagner-Biro stage equipment.

In the north of Europe, Stage Systems has completed the technical stage equipment for the Stavanger cultural centre in Norway. The company optimised sound quality in the concert hall by installing innovative acoustic elements such as acoustic reflectors and curtains. The whole drive system was integrated into the ceiling structure. When retracted, the elements are fully recessed and cannot be seen from the auditorium.

Renovation work at the Theatre of Opera and Ballet in the Armenian capital Yerevan has begun; Waagner-Biro has taken responsibility for the new over-stage and under-stage machinery. Other more minor projects include Hamer Hall in Melbourne and the Basel Theatre.

Stage equipment for cruise liners is a business field which received a boost in 2012 as Waagner-Biro managed to secure four of the six ship stages currently being installed around the world. Two of the orders were placed by the Mitsubishi shipyard in Japan – the first business contact with a Japanese shipyard and another indicator of the global competitiveness of the company’s service range.

The subsidiary Waagner-Biro Luxembourg Stage Systems celebrated its 25th anniversary in 2012. Founded in 1987 as Guddland digital S.A., the company quickly became part of the Waagner-Biro Group after collaborating productively on a series of projects. Waagner-Biro Luxembourg played a key role in developing the CAT drive system, which now controls some 7,500 drives in more than 30 countries and on cruise liners.

— in motion28



Sustainable steel engineering“In the field of steel engineering, we are creating impressive landmarks with highly innovative architecture that really turns heads. Alongside form and function, another factor has come to the fore in recent years: sustainability. In the light of heated debate over carbon emissions and the role of a build-ing’s energy performance in protecting the climate, demand has risen for sustainable, energy efficient building envelopes. This in turn has given rise to technical challenges that we are meeting in our everyday work – for example, in the shape of energy-saving double and triple glazing installations (which we develop using our 3D expertise) and new materials ap-propriate to our purposes. It is precisely in these areas that our strength, our USP and ultimately our success lie.”

Johann SischkaChief Executive, Waagner-Biro Stahlbau AG

Service portfolioWaagner-Biro’s Stahlbau segment specialises in sophisti-cated steel and glass construction, turning the geometrically complex designs of reputable architects into reality. In addition to planning, development and engineering, the company offers the full range of maintenance, renovation and modification services. The core markets for Stahlbau are Europe, the Middle East and Azerbaijan, although the company’s business activity is guided by attractive projects that architects and planners devise around the world.

InnovationIn the field of architectural steel engineering, the company demonstrates its innovative capabilities by realising architec-tural visions that are sometimes audacious and consistently push the boundaries of what is technically possible. Geo-metrically complex free-formed surfaces, often with no two steel or glass elements the same, demand fresh technologi-cal approaches. Continually developing expertise in the 3D planning of constructions is thus essential.

Business developmentBusiness activity for Waagner-Biro Stahlbau AG declined marginally in 2012 as turnover fell by 7 % from EUR 53.5 million to EUR 49.7 million. In line with this trend and be-cause of deviations from the schedule on individual projects, profit on ordinary activities declined by 16 %, from EUR 4.4 million to EUR 3.7 million. Although the order backlog of EUR 65.4 million at year end was lower than the level for the previous year (EUR 83.3 million), the company has an adequate stock of orders for 2013.

Financial year 2012 saw the completion of several challenging and technically innovative projects.

— stAhlbAu —


— the louvRe:modeRnity And tRAdition in

Cop

yrig

ht: L

e Lou

vre_

Oliv

ier O

uada

h

peRfect hARmony.—

— in motion30



around 18,000 Islamic artworks which opened to the public in September 2012. Installing the roof with sensitivity to the historic surroundings of the Cour Visconti required considerable virtuosity. For architect Rudy Ricciotti and designer Mario Bellini, Waagner-Biro was the ideal partner to realise their vision with expertise. —

— The steel and glass roof for the Cour Visconti courtyard at the Louvre in Paris was a highlight of financial year 2012 thanks to the popularity of the museum and the high architectural standards applied. Using fine steel girders and 1,800 glass panels, Waagner-Biro put on an internationally renowned demonstration of contemporary steel engineer-ing. The construction provides the roof for a collection of


These included the headquarters of the Co-operative Group in Manchester, in which aluminium and glass elements were used along with steel and glass components. Service provi-sion covered the complex double facade of the 15-storey building and a roof for the atrium comprising a network of steel triangles. The double facade is critical to the building’s energy concept and an indispensable part of its architectural design, which is based on sustainability.

A similar degree of innovation was applied to The Crystal in London, a sustainable urban development centre run by Siemens; Waagner-Biro thus played a major role in the con-struction of one of the world’s ‘greenest’ buildings, thereby collaborating with leading British architects Wilkinson Eyre. The Crystal consumes 50 % less energy and emits 65 % less carbon dioxide than comparable office buildings. On both projects, Waagner-Biro developed existing technical solutions to enhance the building’s energy performance and raise sustainability levels.

The opening of the Cour Visconti courtyard at the Louvre Museum in Paris was not just a technological achievement, but also a cultural highlight of 2012 that boosted the company’s image. The technical challenge lay in allowing precisely the right amount of light through the steel and glass roof. The high-level pairing of design and engineering has made the construction a prime reference project on a par with exceptional structures such as the Reichstag dome and the British Museum.

In Abu Dhabi Waagner-Biro provided an eye-catching building envelope for Sowwah Square, part of the Sowwah Island project. The construction, which features double-curved geometry, spans two high-rise buildings to form a public square, conceived as a kind of large living room where people can gather.

The company was contracted to realise the project following a tendering process arranged by general contractor Oger. The Yas Marina Hotel reference project was one of the factors that convinced the client of Waagner-Biro’s design competence and ability to deliver. The fact that only a hand-ful of suppliers were able to realise such a complex structure in the very restricted timeframe available also worked in the company’s favour. The project is the first collaboration with respected Paris-based engineering firm RFR.

Another highlight for the company in 2012 was the Mari-insky Theatre in St. Petersburg. The first steel engineering project for Waagner-Biro in Russia also represented an order for one of the most important cultural monuments in the country. The project included numerous stair elements, balustrades and glass steps – the supporting elements in a bridge used by VIP guests to reach their seats. This particular use of glass is new and expands the portfolio of Waagner-Biro.

— in motion32



— The new headquarters of the Co-operative Group in the heart of Manchester is one of the most sustain-able buildings in the United Kingdom. The order involved the atrium roof and a double facade, both of which elements testify to the innovative capability of

Waagner-Biro Stahlbau. The complex geometry of the atrium roof allows ample light into the interior. The facade, meanwhile, is an essential part of the building’s energy concept and has been awarded the highest certification under the international BREEAM standard. —

gReenARchitectuRe

foR the long teRm.—

— the co-opeRAtive gRoup:


Consistent success“Our service portfolio is very broad. Although the tasks we perform vary greatly, they all have one thing in common: no two projects are ever alike. Every time, our challenge is to persuade the client all over again. To do this, we can turn to a long list of reference projects – but the unconditional commitment of our employees plays a much bigger part in our success. Above all, it is their passionate dedication to the business of convincing customers that ensures a bright outlook for the company well into the future. Last year was a particularly good example, as our order intake increased sharply. Thanks to some attractive new projects, we have created more convincing references and thereby consoli-dated our basis for continued business success.”

George OrtonChief Executive, Qualter, Hall & Co Ltd.

— QuAlteR hAll —

— in motion34



Service portfolioQualter, Hall & Co Ltd. offers a wide range of services that cover special machinery such as transport, braking, winch and skip hoisting systems for the mining and industrial sec-tors. The company also supplies conveyors, selected bridge systems and technical facilities for ports such as roll-on/roll-off ramps, sluice systems and much more.

InnovationQualter Hall is constantly working on custom-made con-struction solutions. Most research activity takes place at the design stage.

One focus of recent years has been optimised safety systems for systems controlled by people. A wide range of safety solutions are utilised, for example, in control systems at ferry terminals, shaft side interlocks/communications for the mining industry, mine winder monitoring systems and braking systems for hoisting applications.

Business developmentThe business trend for Qualter Hall was highly encouraging in 2012. Turnover increased by 32 % from EUR 18.1 mil-lion to EUR 23.8 million, while profit on ordinary activities rose by 17 %, from EUR 1.8 million last year to a new record level of EUR 2.1 million.

This highly satisfactory development has been based on a healthy order intake that was reflected in the order backlog at the end of the year (up 35 % from EUR 14.9 million in the previous year to EUR 20.1 million on 31st December 2012).

Project highlights in 2012 included the completion of a movable swing bridge over the River Hull in Kingston in the United Kingdom. The elegance of the whale-shaped

bridge, which is dramatically illuminated at night, stands in marked contrast to its industrial surroundings. The technical challenge was to make sure the bridge can be crossed by pedestrians even during rotation. The swing bridge, which eases access to an upcoming part of town, is a unique land-mark in a city with a long seafaring tradition.

Qualter Hall also received a large order involving the construction of a headgear and production facility for a potash mine run by British manufacturer Cleveland Potash. The mine extracts more than a million tons of potash and around half a million tons of rock salt per year. The head-frame, which weighs around 650 tons, will be constructed in 2013.

The Environment Agency National Contractors Framework in the UK has contracted Qualter Hall to carry out exten-sive renovation and modernisation work on the Thames Barrier, one of the world’s biggest flood barriers with a total length of 520 metres. The barrier, which is located in south-east London, protects the British capital against flooding after high storm tides. Since it was built in 1984, the barrier has been used to defend against high water levels around 200 times.


— The Thames Barrier is one of the largest flood barriers of its kind in the world. The movable flood protection barrier has protected London against flooding after high storm tides around 200 times since 1984. Waagner-Biro

Qualter Hall was commissioned by the Environment Agency National Contrac-tors Framework in the UK to carry out extensive modernisation tasks, thereby underlining the company’s expertise in complex maintenance work. —

—pRotectionAgAinst disAsteR thRough

modeRn technology.—

— in motion36



Segmentation by business area (primary segmentation) and geographical segments (secondary segmentation) cor-responds to the Group’s internal reporting structure. Assets and liabilities as well as income and expenses are only al-located to specific segments where this is possible directly or via some other reasonable method. Items that cannot

be allocated in this way are indicated as ‘Other’; these are generally assets and expenses of the Group’s management and administration. As a rule, clearing between segments is carried out on an arm’s length basis.

Primary segmentation is unchanged from the previous year.

segmentAtion by business AreA 2012

in EUR 1,000

bridge

systems stahlbaustage

systemsQualter,

hall & co wbb old otherelimi-

nation total

External sales revenues 63,018 49,114 30,570 23,749 0 3,233 0 169,684Internal sales revenues 2,485 628 352 79 0 7,924 – 9,398 2,070Total 65,503 49,742 30,922 23,828 0 11,157 – 9,398 171,754

Segment operating result before non-recurring items 4,272 3,275 –2,872 1,998 – 43 185 8 5,823

Result from non-recurring items 0Financial result – 706Taxes on income – 808Net profit for the year 5,309

Investments in tangible and intangible assets 1,483 62 524 354 0 641 0 3,064Investments in financial assets 0 0 0 0 0 0 0 0Total investments 1,483 62 524 354 0 641 0 3,064

Depreciation and amortisation of tangible and intangible assets 929 61 595 415 0 1,254 0 3,254Write-downs on financial assets 0 11 0 0 0 0 0 0Total depreciation, amorti-sation and write-downs 929 72 595 415 0 1,254 0 3,265

Segment asset 67,666 37,853 26,793 17,250 4,503 67,693 – 73,736 148,292Segment liabilities 48,960 26,736 17,854 8,966 3,124 30,202 – 30,993 104,849

RepoRting —— segment


segmentAtion by business AreA 2011in EUR 1,000

bridge

systems stahlbaustage

systemsQualter,

hall & co wbb old otherelimi-

nation total

External sales revenues 56,310 53,345 39,672 16,790 0 3,085 0 169,202Internal sales revenues 3,314 154 0 1,304 0 7,094 – 9,092 2,774Total 59,624 53,499 39,672 18,094 0 10,179 – 9,092 171,976

Segment operating result before non-recurring items 4,340 3,866 48 1,756 – 164 – 527 – 18 9,301

Result from non-recurring items 0Financial result – 665Taxes on income – 1,346Net profit for the year 7,330

Investments in tangible and intangible assets 695 167 675 612 0 714 0 2,863Investments in financial assets 1 0 0 0 0 0 0 1Total investments 696 167 675 612 0 714 0 2,864

Depreciation and amortisation of tangible and intangible assets 969 71 617 379 0 1,188 0 3,224Write-downs on financial assets 0 0 0 0 0 0 0 0Total depreciation, amorti-sation and write-downs 969 71 617 379 3 1,188 0 3,224

Segment asset 59,345 42,067 29,684 13,216 5,205 67,473 – 67,800 149,190Segment liabilities 40,670 31,153 21,227 5,206 3,844 29,991 – 26,603 105,488

For sales revenues, segmentation by region is performed according to the client’s head office; for assets and investments, it is performed in line with the subsidiary headquarters.

segmentAtion by region 2012in EUR 1,000

Austria euRest of europe Asia

gulf region other total

Turnover 10,941 38,677 6,397 59,138 45,252 733 171,754Total assets 75,408 26,045 0 19,859 26,980 0 148,292Investments 764 813 0 741 746 0 3,064

segmentAtion by region 2011in EUR 1,000

Austria euRest of europe Asia

gulf region other total

Turnover 15,307 64,625 9,477 28,765 37,444 16,358 171,976Total assets 74,082 31,168 0 15,116 28,824 0 149,190Investments 1,132 1,050 0 432 250 0 2,864

— in motion38



— coRpoRAte

Responsibility–

corPorAte governAnce

Although the company is not listed on the stock market, Waagner-Biro feels duty-bound to comply with the princi-ples of corporate governance. The current status of compli-ance with the L, C and R Rules of the Austrian Corporate Governance Code is published at www.waagner-biro.com.

comPliAnce

The issue of compliance was revised across all divisions of the Waagner-Biro Group in 2012 in response to the UK Bribery Act 2011.

Waagner-Biro is obliged to observe national laws such as those designed to combat corruption, promote sustain-ability and safeguard human rights. Our Code of Conduct aims to ensure all employees act in accordance with such legislation; it helps staff to live and work in line with the values and general business principles of the Waagner-Biro Group, its divisions and companies. The values and princi-ples enshrined in the Code of Conduct are reproduced in the guidelines and directives of the Waagner-Biro Group and its business areas.

The Code is published on the company’s web site www.waagner-biro.com (under Company/ Compliance).

corPorAte sociAl resPonsibility

In the field of corporate social responsibility, the Waagner-Biro Group concentrates on three key areas:

society

Waagner-Biro directly supports a number of non-profit as-sociations, including the Wiener Lerntafel and Sozialmarkt Ternitz. Through Qualter Hall the company also supports the children’s charity Barnado’s.

enviRonment

Waagner-Biro adheres to stringent environmental regula-tions at its production sites. Local installation services gen-erally have zero impact. The sparing use of resources is a key part of project planning, and environmental considerations are taken into account when appointing subcontractors.

ARt

In 2012, Waagner-Biro sponsored the Austrian pavilion at the Venice Biennale for the second time. The company’s task was to prepare an installation together with the archi-tect Wolfgang Tschapeller and to carry out steel engineering work for the pavilion.

In the last financial year, Waagner-Biro Stage Systems con-tinued to cooperate with several cultural facilities in Austria; these included the Burgtheater, Theater an der Wien, Raimund Theatre, the Ronacher and the Akademietheater.


Specialists behind the vision: the Austrian pavilion at the Architecture Biennale was designed by Professor Wolfgang Tschapeller. This installation is entitled ‘Hands have no tears to flow’. Waagner-Biro assisted in the concept development and provided the mirrored wall to make the room appear twice as large.

— in motion40

The long-term nature of the projects we undertake calls for an equally far-sighted business strategy. The continuous development of the company is therefore planned several years into the future. The Management Board believes the global economy to be in a phase of consolidation likely to persist for many more years; delays to projects will increase and the ability to plan will diminish.

This will not detract from the healthy order balance for the Group as a whole, which we are confident of maintaining into next year. The order backlog is at EUR 218.1 million, its second highest level of recent years, which promises good capacity utilisation for the Group.

The optimistic outlook is further bolstered by the excellent reputation of Waagner-Biro, additions to the service port-folio and recently established markets.

ouR objectives foR 2013 ARe cleAR:

— To improve the earnings situation. To this end we will implement necessary optimisation measures, especially at Waagner-Biro Stage Systems; the steps already taken as outlined in this report will start to bear fruit in 2013 before becoming fully apparent over the next few years.

— As for the other business areas, the task will be consistently to apply the strategy we have adopted with a view to raising profitability.

speciAl events AfteR

the bAlAnce sheet dAte

No events of major significance with a material influence on the company occurred between the end of the financial year and the time of this report going to press.

—outlooK —




Bialystok Opera house Bialystok

— in motion42

the compAny the yeAR 2012

— consolidAted finAnciAl stAtements

finAnciAl— consolidAted

stAtements 2012 —


consolidAted stAtement of finAnciAl position

As of decembeR 31, 2012 – ifRs

Assets

31.12.2012 31.12.2011 note euR euR euR euR euR K

A. Non-current assets I. INTANGIBLE ASSETS 1. Capitalised development costs (1) 1,380,000 1,440 2. Industrial property rights (1) 2,967,000 3,510 3. Goodwill (1) 30,469,000 30,592 Prepayments (1) 0 77

34,816,000 35,619

II. TANGIBLE ASSETS 1. Land and buildings, including buildings on land owned by

others (2) Land 723,000 722 Buildings 4,397,000 4,091 5,120,000 4,813 2. Technical plant and machiner (2) 2,909,000 3,412 3. Other equipment, fixtures and furnishings (2) 2,585,000 2,380 4. Prepayments and assets under construction (2) 743,000 441 11,357,000 11,046

III. FINANCIAL ASSETS 1. Interests in Group companies (3) 219,000 227 2. Securities (book-entry securities) held as non-current assets (3) 734,000 871 3. Other loans (3) 97,000 289 1,050,000 1,387

IV. RECEIVABLES AND OTHER ASSETS 1. Trade receivables (6) 1,703,000 3,862 2. Other receivables and assets (6) 37,000 166 1,740,000 4,028

V. DEFERRED TAxES (4) 4,344,000 3,616 53,307,000 55,696

B. Current assets I. INVENTORIES 1. Raw materials and consumables (5) 3,998,000 5,455 2. Finished products (5) 6,740,000 7,905 3. Prepayments (5) 2,792,000 3,248 4. Less prepayments received (5) – 2,792,000 – 3,248 10,738,000 13,360

II. RECEIVABLES AND OTHER ASSETS 1. Trade receivables (6) 69,674,000 66,955

III. OTHER RECEIVABLES AND ASSETS 1. Receivables from Group companies (6) 1,516,000 2,009 2. Other receivables and assets (6) 3,528,000 3,149 3. Other prepaid expenses (8) 1,075,000 806 6,119,000 5,964

IV. CASH AND CASH EQUIVALENTS (7) 8,454,000 7,215 94,985,000 93,494

Total assets 148,292,000 149,190

— in motion44



eQuity And liAbilities

31.12.2012 31.12.2011 note euR euR euR euR K

A. Equity I. SHARE CAPITAL (9) 7,000,000 7,000

II. RESERVES (9) 35,434,000 35,749

III. MINORITY INTERESTS (10) 1,009,000 953 43,443,000 43,702

B. Non-current debt I. PROVISIONS 1. Provisions for severance payments (11) 5,247,000 4,662 2. Provisions for pension (11) 934,000 1,084 3. Deferred taxes (4) 20,000 0 4. Other non-current provisions (11), (12) 3,482,000 4,611 9,683,000 10,357

II. LIABILITIES 1. Liabilities to banks (13) 4,555,000 2,001 Prepayments received 0 8,667 2. Trade payables (14) 1,056,000 25 Other liabilities (16) 0 0 5,611,000 10,693

15,294,000 21,050

C. Current debt I. PROVISIONS 1. Tax provisions (12) 460,000 426 2. Other current provisions (12) 12,682,000 10,301 13,142,000 10,727

II. LIABILITIES 1. Liabilities to banks (13) 21,446,000 29,814 2. Prepayments received on account of orders 20,416,000 13,884 3. Trade payables (14) 27,383,000 21,897 4. Liabilities to Group companies (15) 77,000 51 5. Other liabilities (16) 6,190,000 6,339 6. Deferred income (16) 901,000 1,726 76,413,000 73,711

89,555,000 84,438

Total equity and liabilities 148,292,000 149,190


2012 2011 note euR euR euR K euR K

1. Sales revenues (17) 171,754,000 171,976

2. Changes in inventories of finished goods, work in progress and unbilled services – 1,162,000 – 899

3. Other own work capitalised 494,000 824

4. Other operating income (18) 3,335,000 3,384 174,421,000 175,285

5. Materials and other purchased services (5) – 93,623,000 – 95,053

6. Personnel expenses (20) – 44,338,000 – 42,083

7. Depreciation and amortisation (1), (2) – 3,254,000 – 3,224

8. Other operating expenses (19) – 26,383,000 – 25,624 – 167,598,000 – 165,984

9. Operating result (EBIT) 6,823,000 9,301

10. Financial result (21), (22) – 706,000 – 625

11. Earnings before tax (EBT) 6,117,000 8,676

12. Taxes on income (4) a) Current taxes on income 1,413,000 – 974 b) Deferred taxes on income – 605,000 – 808,000 – 372 – 1,346

13. Net income 5,309,000 7,330

14. Minority interests in profit/loss – 375,000 – 377

15. Profit after minorities 4,934,000 6,953

16. Consolidated result 4,934,000 6,953

consolidAted income stAtement

foR the peRiod fRom jAnuARy 1 until decembeR 31, 2012 – ifRs

— in motion46



2012 2011 euR euR K

1. Net income 5,309,000 7,330

2. Exchange rate differences –422,000 1,081

3. Actuarial gains (losses) –321,000 0

4. Income taxes on actuarial gains (losses) 80,000 0

5. Change in IAS 39 reserve 66,000 0

6. Income taxes on change in IAS 39 reserve 0 0

7. Net income recognised directly in equity –76,000 0

8. Consolidated comprehensive income before minorities 4,636,000 8,411

9. Minority interests in profit/loss – 375,000 – 377

10. Consolidated comprehensive income 4,261,000 8,034

consolidAted stAtement of compRehensive income

foR the peRiod fRom jAnuARy 1 until decembeR 31, 2012 – ifRs


consolidAted stAtement of cAsh flows

ifRs

2012 2011cAsh flow fRom opeRAtions euR K euR K

(+/–) Earnings before tax (EBT) 6,117 8,676 (+/–) Minority shareholders’ share in profit/loss – 375 – 377 (+/–) Interest income 682 625 (+/–) Profit/loss on disposal of non-current assets – 23 127 (+/–) Depreciation/write-ups of non-current assets 3,229 3,224 (+/–) Changes in non-current provisions – 674 – 1,615

Gross cash flow 8,956 10,660

(+/–) Changes in inventories including prepayments 2,622 – 648 (+/–) Changes in trade receivables, other receivables and prepaid expenses – 1,314 – 10,273 (+/–) Changes in trade payables, other liabilities and deferred income 3,434 17,580 (+/–) Changes in current provisions 2,415 – 5,589 (+/–) Non-cash changes in deferred taxes 605 – 372 (–) Tax payments – 1,413 – 974 (+/–) Changes recognised directly in equity – 298 1,461 (+/–) Exchange rate differences 60 – 461

Net cash flow from operating activities (OCF) 15,067 11,384

(–) Investments in property, plant and equipment and intangible assets – 3,064 – 2,863 (–) Investments in financial assets 0 – 1 (+) Proceeds from disposals of property, plant and equipment and intangible assets 279 94 (+) Proceeds from disposals of financial assets 348 193 (+) Interest received 335 335

Net cash flow from investing activities (ICF) – 2,102 – 2,242

(+/–) Borrowing and repayment of financial liabilities – 5,814 – 3,140 (–) Interest paid – 1,017 – 960 (–) Distributions to shareholders – 4,576 – 4,576 (–) Distributions to minority shareholders – 319 – 161

Net cash flow from financing activities (FCF) – 11,726 – 8,837

Net change in cash and cash equivalents 1,239 305

(+) Cash and cash equivalents at start of year 7,215 6,910 (–) Cash and cash equivalents at end of year 8,454 7,215

Change 1,239 305

— in motion48



consolidAted stAtement of chAnges in eQuity

ifRs

share capital

capital reserves

Retai-ned

earningsiAs 39

reserve

Actuari-al gains (losses)

net profit

for the year

curren-cy trans-

lation totalminority interests

total equity

euR K euR K euR K euR K euR K euR K euR K euR K euR K euR K

As of January 1, 2011 7,000 2,897 4,879 –152 0 27,111 –2,444 39,291 734 40,025

Consolidated result 0 0 5 0 0 6,948 0 6,953 377 7,330Other comprehensive income 0 0 0 0 0 0 1,081 1,081 0 1,081Comprehensive income 0 0 5 0 0 6,948 1,081 8,034 377 8,411Dividends 0 0 0 0 0 – 4,576 0 – 4,576 –161 –4,737Shareholder contribution 0 0 0 0 0 0 0 0 0 0Reversal of capital reserves 0 0 0 0 0 0 0 0 0 0Changes from acquisitions 0 0 0 0 0 0 0 0 0 0Other changes 0 0 4,050 0 0 – 4,050 0 0 3 3

As of December 31, 2011 7,000 2,897 8,934 – 152 0 25,433 – 1,363 42,749 953 43,702

As of January 1, 2012 7,000 2,897 8,934 – 152 0 25,433 – 1,363 42,749 953 43,702

Consolidated result 0 0 0 0 0 4,934 0 4,934 375 5,309Other comprehensive income 0 0 – 76 66 –241 0 –422 – 673 0 –673Comprehensive income 0 0 – 76 66 – 241 4,934 –422 4,261 375 4,636Dividends 0 0 0 0 0 – 4,576 0 – 4,576 –319 – 4,895Shareholder contribution 0 0 0 0 0 0 0 0 0 0Reversal of capital reserves 0 0 0 0 0 0 0 0 0 0Changes from acquisitions 0 0 0 0 0 0 0 0 0 0Other changes 0 0 300 0 0 –300 0 0 0 0

As of December 31, 2012 7,000 2,897 9,158 – 86 – 241 25,491 – 1,785 42,434 1,009 43,443

Net equity as of December 31, 2011 7,000 0 35,434 0 0 0 0 42,434 1,009 43,443


1. the comPAny

Waagner-Biro Aktiengesellschaft is an Austrian stock corporation registered in Vienna. Its principal object is to hold investments in national and international medium-sized steel construction, mechanical engineering, and plant engineering companies. Waagner-Biro Aktiengesellschaft, together with its subsidiaries (hereinafter the “Waagner-Biro Group”), is a leading construction company operating in the steel engineering sector. Its four strategic business segments are Bridge Systems, Stahlbau, Stage Systems, and Qualter, Hall & Co. Its main sales markets are in central, southern and eastern Europe, the Gulf region, Africa and the Asian countries.

The company is the ultimate parent of the Waagner-Biro Group, which is registered in Austria at the address 1220 Vienna, Leonard-Bernstein-Strasse 10.

The average number of employees in the Group was 1,243 in 2012 and 1,215 in 2011.

The consolidated financial statements are prepared by the Management Board and given consideration by the Super-visory Board.

2. Accounting And vAluAtion PrinciPles

Accounting pRinciples

Pursuant to Section 245a UGB (Austrian Commercial Code), the consolidated financial statements of the Waagner-Biro Group as of December 31, 2012 were prepared in compliance with the International Financial Reporting Standards (IFRS and IAS) published by the International Accounting Standards Board (IASB), as applicable in the European Union. All the mandatory interpretations applicable for 2012 issued by the International Financial Reporting Interpretations Committee (IFRIC), or its predecessor, the Standing Interpretations Com-mittee (SIC), were also observed. By way of these consolidated financial statements in compliance with IFRS, Waagner-Biro AG has prepared, pursuant to Section 245a UGB, exempting consolidated financial statements according to internationally acknowledged accounting principles.

explAnAtoRy notes on Revised oR

new ifRs pRovisions

Since the consolidated financial statements as of 31.12.2011 were prepared, the following standards and interpretations have either been revised or have become mandatory for the first time because of their adoption in EU law or their enter-ing into force:

standard / interpretation content valid from1)

Amendments to IFRS 1 Hyperinflation and Fixed Date 1.7. 2011Amendments to IFRS 7 Financial Instruments: Disclosures 1.7. 2011Amendments to IAS 12 Deferred Tax: Recovery of Underlying Assets 1.1. 2012

1) applicable to financial years beginning on or after the indicated date

The application of these standards and interpretations does not have a material effect on the consolidated financial statements.

The standards and interpretations set forth below have been adopted by the IASB and, with the exception of IFRS 9,

—notes to the consolidAted finAnciAl stAtements

As of decembeR 31, 2012 All Amounts in thousAnd euRos —

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endorsed by the EU. The application of the accounting rules envisaged by these pronouncements is not yet mandatory but, apart from IFRS 9, admissible prematurely for the 2012 financial year.

standard / interpretation content valid from1)

IFRS 10 Consolidated Financial Statements 1.1.2013IFRS 11 Joint Arrangements 1.1.2013IFRS 12 Disclosure of Interests in Other Entities 1.1.2013IFRS 13 Fair Value Measurement 1.1.2013IFRS 9 Financial Instruments 1.1.2015 2)

Amendments to IAS 1 Presentation of Items of Other Comprehensive Income 1.7.2012IAS 19 (revised 2011) Employee Benefits 1.1.2013IAS 27 (revised 2011) Separate Financial Statements 1.1.2013IAS 28 (revised 2011) Investments in Associates and Joint Ventures 1.1.2013IAS 32 (revised 2011) Offsetting Financial Assets and Financial Liabilities 1.1.2014

1) applicable to financial years beginning on or after the indicated date2) not yet adopted by the EU

The above list is a summary of the changes that are relevant to the Waagner-Biro Group. The effects of the revised or amended standards when applied for the first time are not evaluated at present. The new accounting regulations are not expected to exert a material influence on the consoli-dated financial statements.

The consolidated financial statements were prepared ac-cording to the historical cost method, excepting plan assets pursuant to IAS 19, and derivative financial instruments and available-for-sale financial assets pursuant to IAS 39, which are measured at fair value as of the reporting date.

The figures in the consolidated financial statements are commercially rounded to the nearest one thousand euros (EUR K). The totals of rounded amounts and percentages may be subject to rounding differences caused by automatic data processing.

methods And scope

of consolidAtion

The consolidated financial statements encompass Waagner-Biro AG and all the principal wholly or majority-owned subsidiaries.

All companies whose financial and business policies are controlled by the Group are classified as subsidiaries. As a general rule, such control is deemed to exist if Waagner-Biro AG holds more than 50 % of the voting rights in a company either directly or indirectly.

Subsidiaries that are not consolidated for reasons of im-materiality, and other investments, are recognised at cost or fair value according to the provisions concerning the measurement of available-for-sale financial assets (IAS 39). The variances from full consolidation and measurement at equity are insignificant.

All business combinations are recognised by applying the purchase method. This entails netting the acquisition cost of the shares in the consolidated subsidiaries against the pro rata net assets, based on the fair values of the acquired sub-sidiaries’ assets and liabilities at the time of the acquisition or assumption of control. Costs arising in connection with business combinations are recognised as an expense in the other operating expenses.




Remaining goodwill is allocated to the relevant cash-generating unit, and that unit is tested for impairment. Negative goodwill is immediately recognised in profit or loss in compliance with the provisions of IFRS 3.

The minority interests in the equity and profit or loss are recognised separately in both the consolidated statement of financial position and the consolidated income statement.

Companies that are acquired or sold during the year are recognised in the consolidated financial statements from the effective date of the purchase or until the disposal date.

The subsidiaries’ financial statements are prepared by applying uniform accounting methods and for the same reporting period as the financial statements of the parent company. All intragroup receivables, liabilities and cost allocations, including profits and losses resulting from intragroup transactions, if material, are eliminated in full. The deferred taxes prescribed by IAS 12 are recognised for temporary differences arising from consolidation.

As of December 31, 2012, the scope of consolidation en-compassed the following companies:

pARent

Waagner-Biro Aktiengesellschaft, Vienna

subsidiARies

Austria Waagner-Biro Bridge Systems AG, Vienna 100 % Waagner-Biro Stahlbau AG, Vienna 100 % Waagner-Biro Austria Stage Systems AG, Vienna 100 % Waagner-Biro Immobilienverwaltungs GmbH, Linz 100 % WBB Stahl- und Maschinenbau AG i.A., Linz 100 %

International P. T. Waagner-Biro, Indonesia, RI 100 % Waagner Biro Philippines, Inc., RP 100 % Waagner Biro Limited, GB 100 % Waagner Biro Gulf L.L.C., UAE 100 % Waagner-Biro Emirates Contracting L.L.C., UAE 100 % Waagner Biro Qatar WLL, Qatar 100 % Qualter, Hall & Co Ltd., GB 100 % Waagner-Biro Bavaria Stage Systems GmbH, D 100 % Waagner-Biro Luxembourg Stage Systems S.A., L 51 % Waagner-Biro Spain Stage Systems S.A., E 100 % Waagner-Biro UK Stage Systems Ltd., GB 100 % Jenbacher Holdings (UK) plc, GB 100 %

WBB Fassadentechnik GmbH i.A., Vienna, was sold in the 2012 financial year; it was eliminated from the scope of consolidation as of 17.12.2012.

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The following companies were not consolidated for reasons of immateriality:

Waagner-Biro Beteiligungsverwaltungs GmbH, Vienna 100 %Waagner Biro SpÓlka z o.o., PL 100 %Waagner-Biro Bin Butti Engineering L.L.C., UAE 100 %Waagner-Biro Stage Systems (Shanghai) Co., Ltd., CHN 100 %OOO “Waagner-Biro St. Petersburg Stage Systems”, RUS 100 %

cuRRency tRAnslAtion

Transactions in foreign currenciesIn the individual financial statements of the consolidated Group companies, transactions in foreign currencies are translated into the relevant functional currency of the company at the exchange rate on the date of the transac-tion. Foreign exchange gains and losses resulting from translation on the transaction and balance sheet dates are recognised in the consolidated income statement. If possible, currency risks are hedged by means of forward exchange and swap contracts.

Offsetting of exchange rate differencesIn the current annual financial statements, the expenses and income arising from exchange rate differences have been offset and only the surplus is recognised. In the relevant currencies, the amounts of the claims and obligations are balanced (closed foreign exchange positions from eligible asset and liability items). The amount of the foreign ex-change gains recognised in profit or loss in the financial year is EUR 646K (2011: EUR 438K).

Translation of individual foreign currency financial statementsThe Group currency is the euro. Pursuant to IAS 21, the an-nual financial statements incorporated in the consolidated financial statements and prepared in foreign currencies are translated into euros by applying the functional currency concept. The functional currency of all the companies is the relevant national currency because the companies conduct the financial, economic and organisational aspects of their businesses autonomously. Assets and liabilities are trans-lated at the mean exchange rate on the reporting date, and income statement items are translated using the average rate for the financial year. Equity is translated at the historical exchange rate on the date of first consolidation.

Since 2005, goodwill from the acquisition of foreign subsidiaries has been recognised at the exchange rate on the acquisition date, allocated to the acquired company, and translated at the exchange rate on the reporting date. Resulting foreign exchange differences are recognised directly in equity.

The table below contains the euro exchange rates used for translation purposes:

currencies iso code

Rate on reporting

date 31.12.2012

Rate on reporting

date 31.12.2011

Average rate 2012

Average rate 2011

British pound GBP 0.8145 0.8398 0.8121 0.8689 US dollar USD 1.3206 1.2955 1.2868 1.3920UAE dirham AED 4.8400 4.7450 4.7243 5.1065Qatari real QAR 4.7970 4.7050 4.6865 5.0674Philippine peso PHP 54.1070 56.7540 54.3577 60.2795


Accounting And vAluAtion methods

Insofar as they were published in the Official Journal of the European Union and had entered force by December 31, 2012, revised and amended versions of existing IAS/IFRS and interpretations, and new standards and inter-pretations were applied when the consolidated financial statements were being prepared. The option of applying IAS 19 (revised 2011) “Employee Benefits” prematurely was exercised. The prior-year figures were restated as necessary pursuant to IAS 8.

goodwill fRom business combinAtions

Goodwill is recognised pursuant to IFRS 3 and tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired.

Negative goodwill is immediately recognised in profit or loss pursuant to IFRS 3 after a reassessment of the identifi-able assets and liabilities. Negative goodwill arising before March 31, 2004 from consolidation or another form of business combination is offset against retained earnings.

intAngible And tAngible Assets

Intangible assets acquired for a consideration are recog-nised in the statement of financial position at cost less amortisation and write-downs.

For internally generated intangible assets, a distinction is made between the research and development phases of the production period. Costs incurred In the research phase are immediately recognised in profit or loss. Development costs likewise qualify as an expense in the current period. Recognition takes place only when future inflows of cash are expected that will cover not only the normal costs, but also the relevant development costs. In addition, all the conditions of IAS 38 must be satisfied. Internally gener-ated intangible assets are measured at production cost less amortisation and write-downs.

Tangible assets (property, plant and equipment) are meas-ured at cost less accumulated depreciation and impairment losses.

The production cost of internally generated intangible and tangible assets contains all direct costs and reasonable por-tions of the overheads incurred during production.

Borrowing costs that are directly attributable to the acquisi-tion, construction or production of a qualifying asset are recognised as a part of the cost of that asset. All other bor-rowing costs are recognised in profit or loss in the period in which they are incurred.

Government grants for assets are deducted from the ac-quisition cost. Cost subsidies are recognised in the income statement as other operating income in the period in which the associated expenses are recognised.

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Intangible assets and depreciable tangible assets are am-ortised (depreciated) by the straight-line method over the relevant asset’s expected useful economic life. As in the

previous year, the depreciation rates were calculated on the basis of the following useful lives:

useful life in years from

useful life in years to

Intangible assets Capitalised development costs 5 7Industrial property rights 3 15

Tangible assets Land and buildings, including buildings on land owned by others 5 50Technical plant and machinery 3 15Other equipment, fixtures and furnishings 3 15

The remaining carrying amounts and useful economic lives are regularly reviewed and adjusted if appropriate.

Rented oR leAsed Assets

If substantially all the risks and rewards incidental to ownership of an asset that is rented or leased are transferred to the Waagner-Biro Group (finance leases), the asset is recognised as such. The property, plant and equipment underlying the leases are recognised at the present value of the minimum lease payments and depreciated over the expected useful life. At the same time, the liabilities arising from the future lease payments are recognised at the present value of the outstanding liabilities as of the reporting date. As of December 31, 2012, finance lease liabilities amounted to EUR 0K (2011: EUR 0K).

Lease payments under an operating lease are recognised as an expense on a straight-line basis over the lease term.

impAiRment

Tangible and intangible assets are tested for impairment as soon as events or changes in circumstances indicate that the carrying amount of the relevant asset might be higher than the recoverable amount (the higher of the asset’s or cash-generating unit’s net selling price and its value in use). As soon as the carrying amount of an asset exceeds the recoverable amount, an impairment loss is recognised. The

recoverable amount is estimated for the individual assets. If this is not possible, the cash generating unit to which the asset belongs is assessed.

If the cause of an impairment loss recognised in the past for an asset other than goodwill ceases to exist, the impairment is reversed and the amortised cost is reinstated.

Goodwill was tested for impairment pursuant to IFRS 36; an impairment loss was not recognised in the 2012 financial year (2011: EUR 0K).

non-cuRRent finAnciAl Assets

All the financial assets held by the Waagner-Biro Group are classified either as available for sale, or as loans and receivables. The non-current financial assets contain shares in non-consolidated subsidiaries, securities held as non-current assets, and loans.

Although shares in non-consolidated subsidiaries also qualify as available-for-sale financial instruments, they are measured at acquisition cost because an active market for the companies does not exist and the fair values cannot be reliably determined without undue expense. A lower fair value is recognised if there is any indication that such a value exists.

Loans are grouped with receivables for measurement purposes. They are measured at amortised cost. Non-interest bearing and low-interest loans are recognised at present value.


defeRRed tAxes

Deferred taxes are calculated by the balance sheet liability method for all temporary differences between the tax bases and the IFRS carrying amounts for assets and liabilities. The probable tax benefits from unused tax loss carryforwards are also taken into account. Excluded from this extensive deferred taxation are taxable temporary differences arising from the first-time recognition of goodwill.

Deferred tax assets are recognised only if the tax benefit received is sufficiently likely to be realised. The amount is calculated at the regular rate of income tax for the country concerned at the time the difference is likely to be reversed; for Austrian companies, the tax rate is 25 %.

Deferred taxes relating to items recognised directly in equity are likewise taken directly to equity. The deferrals are pre-sented in the other result according to the relevant underly-ing transaction. Deferred tax claims and liabilities are offset if the deferrals relate to a single tax authority.

inventoRies

Inventories are recognised either at acquisition or produc-tion cost, or at the net realisable value on the reporting date. The net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of com-pletion and the estimated costs necessary to make the sale.

Acquisition cost is generally calculated by the sliding aver-age price method.

Work in progress and finished goods are measured at pro-duction cost. The production cost contains all direct costs and reasonable portions of the overheads incurred during production. General administration and selling costs are not included in the production cost.

tRAde ReceivAbles

Trade receivables are recognised at nominal value less im-pairments for recognisable individual risks. In addition, an allowance was formed for country risks.

Non-interest bearing and low-interest receivables are discounted. Receivables in foreign currency are measured at the exchange rate on the reporting date or, if the exchange rate is hedged, at the hedged rate.

Customer retentions in connection with building contracts that have not been completed (retentions to secure war-ranty claims) are generally replaced by bank guarantees.

constRuction contRActs

If the preconditions of IAS 11 are satisfied, construction contracts are measured by the percentage of comple-tion method. Under this method, the expected contract revenues are recognised as sales revenues according to the proportion of work completed.

The stage of completion is determined according to the ratio of costs incurred to the estimated total costs (cost to cost method). Additions are recognised if they will probably be ac-cepted by the customer and can be reliably measured. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only in the amount of the incurred contract costs. When it is probable that total contract costs will exceed contract revenue, the entire expected loss is recognised as an expense immediately.

Prepayments received are deducted from the receivables from construction contracts. Any negative balance arising from this practice is recognised as a liability.

otheR ReceivAbles And Assets

The other receivables are recognised at nominal value less allowances for possible bad debts.

The other assets contain only derivative financial instru-ments with a positive fair value that are used to hedge against foreign exchange risks. Derivative financial instru-ments classified as held for trading are measured at fair value pursuant to IAS 39.

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cAsh And cAsh eQuivAlents

Cash and cash equivalents consist of cash and bank credit balances.

obligAtions to employees

Pension obligationsThe Waagner-Biro Group has obligations to pay retirement pensions under two individual agreements. These defined benefit obligations are not matched by assets specifically

earmarked for this purpose. The full amount of the obliga-tions is therefore recognised as a provision. The pensions relate exclusively to employees who have already taken retirement, or their widows.

The required provision is determined as of the relevant reporting date according to an actuary’s report.

The valuations as of December 31, 2012 and 2011 are based on the following assumptions:

2012 2011

Interest rate 6.00 % 6.00 % Pension increase 3.00 % 3.80 % Life expectancy AVÖ 2008-P AVÖ 2008-P

In addition, contribution-related pension commitments exist in relation to certain employees. The associated costs are recognised as an expense at the time they are incurred. During the 2012 financial year, the regular contributions to national and international employee pension funds amounted to EUR 495K (2011: EUR 492K).

seveRAnce obligAtions

Under Austrian labour law, Waagner-Biro is obliged to pay staff who entered employment prior to January 1, 2003, defined severance benefits on severance or retirement. Employees who resign or are dismissed for good cause are not entitled to such severance benefits. The amount of the severance payment depends on the number of years’ service and the qualifying amount of remuneration at the time of departure. It is between two and twelve months’ remunera-tion. These obligations are the subject of a provision.

The amount of the provision is determined by the projected unit credit method. An actuarial model is applied to calcu-late the present value of future payments accruing over the employees’ estimated period of service. Value changes aris-ing from adjusted interest rate and pension parameters (ac-tuarial gains and losses) are recognised directly in equity in the year of their occurrence pursuant to IAS 19 (R 2011). The amount is calculated as of the relevant reporting date according to an actuary’s report.

For employment contracts beginning after December 31, 2002, the provisions of the “new” regulations for sever-ance benefits are to be applied. Under the new system, for every qualifying month of employment and certain other qualifying periods, the employee acquires a vested right to a severance payment irrespective of the length of service and the manner in which the employment is terminated. This is a defined contribution scheme, in which the assets are transferred to an employee benefit fund to cover the obliga-tion. The regular contributions to the employee benefit fund in 2012 totalled EUR 168K (2011: EUR 155K) and are recognised as expenses for severance payments.


The valuations as of December 31, 2012 and 2011 are based on the following assumptions:

2012 2011

Interest rate 4.00 % 5.00 % Salary increase 2.75 % 2.75 % Retirement age for women 60 *) 60 *)

Retirement age for men 65 *) 65 *)

Life expectancy AVÖ 2008-P AVÖ 2008-P *) Taking into account the interim provisions of the 2003 pension reform

The increase in the retirement age for female employees from 2024 is taken into account.

otheR non-cuRRent obligAtions

to employees

Under collective agreements, the Waagner-Biro Group has obligations to pay long-service bonuses to employees who reach a certain number of years’ service (from 25 years). A provision has been formed to meet this obligation.

It is calculated as a general rule by applying the methods and assumptions that are used to determine the severance payment obligations. At variance with the provision for severance payments, however, a fluctuation deduction of 25 % is made. In addition, actuarial gains and losses arising from provisions for long-service bonuses are immediately recognised in profit or loss pursuant to IAS 19 (R 2011).

otheR pRovisions

Other provisions are recognised when the company has a legal or actual obligation to a third party arising from a past event and it is probable that such obligation will give rise to an outflow of funds.

The provisions are based on the best available estimates of the amounts required as of the reporting date. If a reason-able estimate is not possible, a provision is not formed. If the present value of a provision based on a market rate of interest is materially different from the nominal value, the present value is recognised.

tAxes

The income tax expense recognised for the financial year encompasses the income tax of the individual companies, calculated according to taxable income and the tax rates applicable in the relevant countries (actual taxes), and the change in deferred taxes.

In Austria, Waagner-Biro Aktiengesellschaft is the parent company of the Waagner-Biro consolidated tax group. The group members have undertaken to pay the corporate income tax on their profits to the parent. Losses of the group members are treated as internal loss carryforwards and offset against subsequent profits. A member leaving the group receives compensation for losses transferred to the parent that have yet to be offset against profits. In compli-ance with the tax apportionment agreement, Waagner-Biro Aktiengesellschaft recognises the corporate income tax of the group members as income.

Dividend payments to the parent company by P.T. Waagner-Biro, Indonesia, are taxed at source in Indonesia. The tax rate is 10 %.

finAnciAl liAbilities

Excepting derivative financial instruments as defined by IAS 39, the Waagner-Biro Group classifies financial liabilities as “other financial liabilities”; they are measured first at fair value less directly attributable transaction costs and thereafter at amortised cost. If the amount repayable is lower or higher, the recognised amount is written down or up by the effective interest method.

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Derivative financial instruments are recognised in profit or loss at fair value (financial liabilities at fair value through profit or loss). The financial liabilities of the Waagner-Biro Group encompass finance loans, trade payables, other liabilities and derivative financial instruments with a negative fair value.

contingent liAbilities

Contingent liabilities are possible or existing obligations for which an outflow of resources is not probable. They are not recognised in the financial statements, but indicated in the notes.

Revenue Recognition

Revenue from the sale of goods is recognised when all the significant risks and rewards of ownership of the supplied goods have been transferred to the buyer (completed contract method). Income from services not associated with a project is recognised according to the extent of services performed by the reporting date. As regards revenue recognition in connection with construction contracts, refer to the relevant explanatory notes.

finAnce expenses And income

fRom finAnciAl investments

Finance expenses encompass the interest and interest-related expenses incurred for borrowings and finance leases, as well as losses from the disposal or write-down of financial assets.

Income from financial investments includes realised inter-est, dividends and similar income from investments in cash and cash equivalents, and income from the retirement and write-up of financial assets.

Interest is apportioned on an accrual basis by applying the effective interest method. Dividends are recognised when the shareholders’ legal entitlement to receive payment arises.

use of estimAtes

In compliance with generally accepted accounting and valuation methods pursuant to IFRS, the management has to make estimates and assumptions when preparing the consolidated financial statements which influence both the amount and recognition of assets and liabilities as of the

reporting date, and the income and expenses recorded dur-ing the reporting period. Actual figures can ultimately differ from such estimates and assumptions.

impAiRment of intAngible

And tAngible Assets

Impairment tests performed on goodwill, other intangible assets and tangible assets are chiefly based on the estimated future discounted net cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Factors such as lower sales revenues and therefore lower net cash flows, as well as changes in the applied discount rates, can give rise to an impairment.

constRuction contRActs

Both the assessment of construction contracts until project completion, in particular as regards accounting for addi-tions and concerning the amount of contract revenues to be deferred by the POC method, on the one hand, and the estimate of the likely contract outcome, on the other, are based on expectations concerning the future development of such contracts.

The revision of such estimates can give rise to adjustments to assets and materially influence the results of subsequent periods.

pRovisions foR wARRAnties

The Waagner-Biro Group remains legally or contractually li-able for defects and damage arising from completed projects. For specifically named warranty cases, a provision is formed in the amount of the expected claims. The provision is an estimate of the future expenses, the actual amount of which can differ, depending on the rehabilitation requirements.

pRovisions foR litigAtion

The outcome of lawsuits cannot be forecast with any certainty. Insofar as estimates were possible, appropriate provisions have been formed in the consolidated financial statements. The actual results of lawsuits can differ from these assessments.


obligAtions to employees

The actuarial measurement of pensions, severance pay-ments and long-service bonuses is based on assumptions concerning discount rates, salary increases and mortality tables. Changes in the parameters triggered by shifts in the economic climate can give rise to higher or lower provisions and personnel expenses.

defeRRed tAxes

Deferred taxes are calculated on the basis of the tax rates that will apply, according to current legislation, at the time the temporary differences are settled. Tax rate changes can give rise to a reassessment of the recognised deferred taxes.

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3. exPlAnAtory notes to the stAtement of

finAnciAl Position And income stAtement

1. intAngible Assets And goodwill

capitalised develop-

ment costs euR K

industrial property

rights euR Kgoodwill

euR Kprepay-

ments euR K total euR K

Acquisition costs As of December 31, 2011 2,817 9,238 36,736 77 48,868Additions 495 337 0 0 832Disposals –61 –637 0 –77 –775Exchange rate differences 0 –5 –123 0 –128As of December 31, 2012 3,251 8,933 36,613 0 48,797

Accumulated depreciation As of December 31, 2011 1,377 5,728 6,144 0 13,249Additions 555 815 0 0 1,370Disposals – 61 – 574 0 0 – 635Exchange rate differences 0 – 3 0 0 –3As of December 31, 2012 1,871 5,966 6,144 0 13,981Carrying amount as of December 31, 2011 1,440 3,510 30,592 77 35,619Carrying amount as of December 31, 2012 1,380 2,967 30,469 0 34,816

In the 2012 financial year, research and development ex-penses totalled EUR 5,099K (2011: EUR 5,952K).

Goodwill is tested for impairment by applying the dis-counted cash flow method to compare the value in use with the carrying amount. The calculation is performed on the basis of pre-tax cash flows. The future cash inflows are based on detailed internal projections for the forthcoming business year and simplified projections for the subsequent three years. They originate from past outcomes and man-agement’s best estimate of future developments. Projections beyond the detailed planning period are based on a consist-ent pattern of development unless material reasons indicate otherwise. The final planning year is used as the basis for determining the cash flows in perpetuity. The perpetuity is based on a growth factor of 1.5 %. When calculating the amount of an impairment, a deduction for risk in the amount of 25 % is applied to the perpetuity.

The cost of capital is the weighted average cost of equity (WACC) and borrowed capital, calculated according to the capital asset pricing model. Cash flows are discounted as a general rule with a WACC of 7.2 % before taxes (2011: 6.8 %).

The freedom from impairment of all goodwill amounts was thus confirmed. A sensitivity analysis has indicated that the goodwill would not be carried at more than the recoverable amount even in case of a 10 % increase in the discount rate (7.2 %), so that the company is not required to recognise an impairment loss.


2. tAngible Assets

land and buildings

euR K

technical plant and

machinery euR K

other equipment, fixtures and

furnishings euR K

prepay-ments and

assets under construction

euR K total euR K

Acquisition costs As of December 31, 2011 6,497 14,462 5,648 441 27,048Transfers 60 0 128 –188 0Additions 466 484 780 502 2,232Disposals –14 –362 –197 0 –573Exchange rate differences 64 106 10 –12 168As of December 31, 2012 7,073 14,690 6,369 743 28,875

Accumulated depreciation As of December 31, 2011 1,684 11,050 3,268 0 16,002Additions 262 962 660 0 1,884Disposals –14 –309 –147 0 –470Exchange rate differences 21 78 3 0 102As of December 31, 2012 1,953 11,781 3,784 0 17,518Carrying amount as of December 31, 2011 4,813 3,412 2,380 441 11,046Carrying amount as of December 31, 2012 5,120 2,909 2,585 743 11,357

Tangible assets in the amount of EUR 3,172K (2011: EUR 1,734K) have been pledged as collateral for cash loans and issued bank guarantees.

3. finAnciAl Assets

interests in group compa-

nies euR Ksecurities

euR Kother loans

euR K total euR K

Acquisition costs As of December 31, 2011 227 1,275 289 1,791Disposals 0 –199 –192 –391Exchange rate differences 3 –4 0 –1As of December 31, 2012 230 1,072 97 1,399

Accumulated depreciation As of December 31, 2011 0 404 0 404Additions 11 0 0 11Disposals 0 –30 0 –30Write-ups 0 –36 0 –36As of December 31, 2012 11 338 0 349Carrying amount as of December 31, 2011 227 871 289 1,387Carrying amount as of December 31, 2012 219 734 97 1,050

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Interests in Group companies relate to shares in subsidiaries that are not included in the consolidated financial state-ments for reasons of immateriality.

The securities consist of shares in diverse investment funds. They cover the provisions for pensions in compliance with Sections 14 and 116 of the Austrian Income Tax Act, and severance payment claims at foreign subsidiaries.

4. defeRRed tAxes

Temporary differences between the carrying amounts in the IFRS consolidated financial statements and the relevant tax bases affect the deferred tax items recognised in the state-ment of financial position as follows:

31.12.2012

euR K31.12.2011

euR K

Deferred tax assets Non-current assets 230 322Current assets 212 72Provisions for severance payments and pensions 242 146Other provisions 116 249Liabilities 6 13Loss carryforwards 10,344 10,179

11,150 10,981There of unrecognised –2,682 –3,263Netting of deferred tax assets and liabilities –4,124 –4,102Deferred tax assets 4,344 3,616

Deferred tax liabilities Non-current assets 187 293Current assets 2,690 2,652Other provisions 1,261 1,157Liabilities 6 0

4,144 4,102Netting of deferred tax assets and liabilities –4,124 –4,102Deferred tax liabilities 20 0

Deferred taxes (net) 4,324 3,616




On the basis of current tax regulations, it can be assumed that the differences between the carrying amount for tax purposes and the proportionate share in the equity of the consolidated subsidiaries, arising from retained earnings, will largely remain untaxed. For this reason, no deferred taxes were recognised in this connection.

Deferred tax assets for loss carryforwards were recognised to the extent that they can probably be netted against future taxable profits. According to current legislation, the use of tax loss carryforwards is not subject to any time limits.

The income taxes item contains the following:

2012 euR K

2011 euR K

Current taxes on income –1,413 –974Change in deferred tax assets/liabilities 605 –372Total –808 –1,346

In the year under review, deferred tax assets in the amount of EUR 80K (2011: EUR 0K) on items posted directly in equity were likewise recognised directly in equity.

The reasons for the difference between the anticipated tax burden (notional tax expense) and the recognised income tax expense are illustrated in the table below:

2012 euR K

2011 euR K

Profit before tax 6,117 8,676Notional tax expense 1,530 2,169Tax expense as per income statement 808 1,346Difference to be reconciled –722 – 823

Reasons for the difference: Reduction in the tax burden because of: Effect of different tax rates 404 335 Group taxation 1,111 808 Tax income from prior periods 32 265 Sundry allowances and other permanent differences 510 507Increase in the tax burden because of: Change in recognised deferred taxes on loss carryforwards –446 – 512 Withholding taxes –648 – 519 Shareholder contribution –183 0 Non-deductible expenses –58 – 46Miscellaneous 0 – 15Reconciled difference 722 823

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5. inventoRies

The inventories item contains raw materials and consuma-bles, as well as finished goods and merchandise. The inven-tories item contains the following:

31.12.2012

euR K31.12.2011

euR K

Raw materials and consumables 3,998 5,455Finished goods and merchandise 6,740 7,905Inventory prepayments 2,792 3,248less: prepayments received –2,792 –3,248Total 10,738 13,360

The cost of materials recognised in the income statement consists of the following:

31.12.2012

euR K31.12.2011

euR K

Materials 55,601 61,547Services 38,022 33,506Total 93,623 95,053

6. ReceivAbles And otheR Assets

31.12.2012

euR K31.12.2011

euR K

Trade receivables 71,377 70,817Receivables from Group companies 1,516 2,009Other receivables and assets 3,565 3,315Other prepaid expenses 1,075 806Total 77,533 76,947


The receivables recognised in the statement of financial position have the following maturities as of the reporting date:

current

euR Knon-current

euR K31.12.2012 total euR K

Trade receivables 69,674 1,703 71,377Receivables from non-consolidated subsidiaries 1,516 0 1,516Other receivables and assets 3,528 37 3,565Other prepaid expenses 1,075 0 1,075Total 75,793 1,740 77,533

current

euR Knon-current

euR K31.12.2011 total euR K

Trade receivables 66,955 3,862 70,817Receivables from non-consolidated subsidiaries 2,009 0 2,009Other receivables and assets 3,149 166 3,315Other prepaid expenses 806 0 806Total 72,919 4,028 76,947

When testing trade receivables for impairment, considera-tion is given to any change in the creditworthiness of the relevant customer between the setting of the time allowed for payment and the reporting date. Impairment losses were calculated paying due regard to both the provision by

banks of security for payments and the concluded export insurance policies.

The changes in the allowances for trade receivables were as follows:

2012 euR K

2011 euR K

Allowances as of January 1 16,755 16,709Exchange rate changes –3 13Addition 1,109 1,257Use –819 –431Reversal –627 –793Allowances as of December 31 16,415 16,755

Allowances for country risks in the amount of EUR 895K (2011: EUR 1,275) were deducted from the trade receivables. The allowances for doubtful accounts totalled EUR 0K (2011: EUR 0K).

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The receivables from construction contracts (trade receivables) contain the following amounts:

31.12.2012

euR K31.12.2011

euR K

Contract costs incurred as of reporting date plus recognised profits/less recog-nised losses 94,876 111,481less prepayments and instalments received –71,983 –80,851Total 22,893 30,630

The table below classifies the trade receivables according to due dates:

31.12.2012

euR K31.12.2011

euR K

Not due 52,510 58,8051-90 days past due 8,932 5,91091-180 days past due 3,195 747More than 180 days past due 6,740 5,355Total 71,377 70,817

The receivables from Group companies relate to the following companies:

31.12.2012

euR K31.12.2011

euR K

Waagner-Biro Bin Butti Engineering L.L.C., UAE 1,431 2,009OOO “Waagner-Biro St. Petersburg Stage Systems”, RUS 85 0Total 1,516 2,009


The other receivables consist of:

31.12.2012

euR K31.12.2011

euR K

Credit balances with tax authorities 1,080 667Prepaid expenses 852 790Claims 692 302Guarantee deposits 308 498Loans 291 173Miscellaneous 342 885Total 3,565 3,315

7. cAsh And cAsh eQuivAlents

31.12.2012

euR K31.12.2011

euR K

Bank balances 8,454 7,215

8. pRepAid expenses

31.12.2012

euR K31.12.2011

euR K

Prepaid expenses 1,075 806

9. eQuity

The recognised share capital of Waagner-Biro Aktiengesells-chaft remains unchanged year-on-year at EUR 7,000K. It is divided into 2,860,000 no par bearer shares. Pursuant to GesRÄG 2011 (Company Law Amendment Act 2011), non-listed stock corporations must divide their share capital into registered shares by no later than December 31, 2013.

Shareholders enjoy the usual rights and benefits conferred under the Austrian Stock Corporations Act, including the right to payment of dividends, as determined by the shareholders’ meeting on the basis of the parent company’s individual financial statements prepared according to UGB (Austrian Commercial Code), and the right to vote at the shareholders’ meeting.

The reserves comprise capital reserves, retained earnings including the net profit for the year, and the accumulated translation reserves.

For 2012, the Management Board proposes a dividend of 1.20 euros per share in issue. The distribution for 2011, in the amount of EUR 4,576K, which corresponds to a dividend of 1.60 per share, was proposed by the Management Board and adopted by the 13th annual shareholders’ meeting on April 27, 2012. The dividend was paid out to the shareholders on May 7, 2012.

10. minoRity inteRests

The minority interests item contains shares in the equity of subsidiaries held by outside shareholders. In 2012, divi-dends of EUR 319K (2011: EUR 161K) were paid to such outside shareholders.

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The following companies have minority shareholders:

2012 2011

Waagner-Biro Luxembourg Stage Systems S.A., LUx 49.00 % 49.00 %

liAbilities

11. obligAtions to employees

31.12.2012

euR K31.12.2011

euR K

Provisions for severance payments 5,247 4,662Provisions for pensions 934 1,084Provisions for long-service bonuses 504 438Total 6,685 6,184

Provisions for pensions

2012

euR K2011

euR K

Present value of pension obligations (DBO) as of January 1 1,084 1,120Change –150 –36Present value of pension obligations (DBO) as of December 31 934 1,084

Provisions for severance payments

2012

euR K2011

euR K

Present value of severance payment obligations (DBO) as of January 1 4,662 4,410Service cost 147 152Interest cost 152 153Severance payments made –85 – 161Actuarial gains/losses 277 – 127Change in foreign companies 94 235Present value of severance payment obligations (DBO) as of December 31 5,247 4,662


The option of applying IAS 19 (revised 2011) “Employee Benefits” prematurely was exercised.

A reduction of 0.5 % in the interest rate for 2012 and no change in any of the other variables would have raised the amount of provisions by EUR 179K . An increase of 0.5 % in the interest rate would have reduced the amount of provi-sions by EUR 167K .

Provisions for long-service bonuses

2012

euR K2011

euR K

Present value of long-service bonus obligations (DBO) as of January 1 438 432Service cost 34 32Interest cost 22 21Long-service bonuses paid –20 –59Actuarial gains/losses 30 12Present value of long-service bonus obligations (DBO) as of December 31 504 438

12. pRovisions

current taxes euR K

personnel euR K

order processing

euR K other euR K total euR K

As of January 1, 2011 426 4,086 6,464 4,362 15,338Deconsolidation 0 0 –15 –14 –29Consumption –330 –813 –1,800 –1,490 –4,433Reversal 0 –7 –181 –848 –1,036Creation 364 772 4,052 1,570 6,758Exchange rate differences 0 –7 16 17 26As of December 31, 2012 460 4,031 8,536 3,597 16,624 thereof non-current 0 504 1,476 1,502 3,482thereof current 460 3,527 7,060 2,095 13,142Total 460 4,031 8,536 3,597 16,624

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13. finAnciAl liAbilities

non-current

euR Kcurrent

euR K

31.12.2012

total euR K

non-current

euR Kcurrent

euR K

31.12.2011

total euR K

Liabilities to banks Current account overdrafts/cash advances 0 19,433 19,433 0 26,245 26,245Financing loans 4,555 2,013 6,568 2,001 3,569 5,570Total 4,555 21,446 26,001 2,001 29,814 31,815

The fair values of the financial liabilities correspond to the carrying amounts.

The fair values are calculated by discounting future pay-ments, based on an assumed current market interest rate.

.

14. tRAde pAyAbles

31.12.2012

euR K31.12.2011

euR K

Creditors 28,078 21,922Obligations under construction contracts 361 0Total 28,439 21,922

The trade payables include a non-current amount of EUR 1,056K (2011: EUR 25K).

15. liAbilities to gRoup compAnies

The liabilities to Group companies relate to the following companies:

31.12.2012

euR K31.12.2011

euR K

Waagner-Biro Stage Systems (Shanghai) Co., Ltd., CHN 47 20Waagner-Biro Beteiligungsverwaltungs GmbH, Vienna 30 31Total 77 51


16. otheR liAbilities And defeRRed income

non-current

euR Kcurrent

euR K

31.12.2012

total euR K

non-current

euR Kcurrent

euR K

31.12.2011

total euR K

Other liabilities 0 6,190 6,190 0 6,339 6,339Deferred income 0 901 901 0 1,726 1,726Total 0 7,091 7,091 0 8,065 8,065

The other liabilities and deferred income item contains:

31.12.2012

euR K31.12.2011

euR K

Tax office 1,767 1,957Joint ventures 1,392 0Profit-sharing/unclaimed dividends 917 1,152Outstanding accounts for project-related costs 639 2,088Deferred rent grant 630 720Health insurance funds 592 557Personnel expenses and similar obligations 484 239Debtors with credit balances 329 339Other 341 1,013Total 7,091 8,065

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17. sAles Revenues

The sales revenues consist of the following:

2012

euR K2011

euR K

Austria 10,941 15,307EU 38,677 64,625Rest of Europe 6,397 9,477Asia 59,138 28,765Gulf region 45,252 37,444Rest of world 11,349 16,358 171,754 171,976

Detailed segment reporting is contained in the Group management report.

18. otheR opeRAting income

2012

euR K2011

euR K

Income from the disposal and write-up of non-current assets 124 9Income from the reversal of provisions 1,036 873Other 2,175 2,502Total 3,335 3,384

Other income contains:

2012

euR K2011

euR K

Exchange rate gains 646 438Income from the reversal of allowances 627 793Non-repayable grants 611 879Rental income 192 173Other 99 219Total 2,175 2,502


19. otheR opeRAting expenses

Other operating expenses contain:

2012

euR K2011

euR K

Rental and leasing expenses 4,545 4,446Travel expenses and disbursements 3,343 3,618Commission paid 2,602 1,753Legal and consulting fees 2,207 1,470Maintenance and repair costs 2,204 2,082Freight and transport costs 1,736 2,107Insurances 1,589 1,903Services received 1,353 1,415Vehicle fleet 1,049 952Office expenses (telephone/postage/supplies) 960 1,027Warranty and guarantee fees 916 935Risk provisions and allowances 673 718Other 3,206 3,198Total 26,383 25,624

The auditing expenses attributable to the financial year total:

2012

euR K2011

euR K

Fees for auditing annual financial statements (individual and consolidated) 142 110Fees for other services 14 58Total 156 168

20. peRsonnel expenses

2012

euR K2011

euR K

Wages and salaries 36,966 34,779Statutory social security contributions 5,498 5,226Expenses for severance payments 972 858Expenses for pensions 569 767Other social security expenses 333 453Total 44,338 42,083

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Average employee numbers were as follows:

2012 2011

Non-salaried staff 645 649Salaried staff 596 563Apprentices 2 3Total 1,243 1,215

21. finAnce expenses

2012

euR K2011

euR K

Interest and similar expenses 1,017 960Amortisation of financial assets 11 0Other income from financial investments 13 0Total 1,041 960

22. income fRom finAnciAl investments

2012

euR K2011

euR K

Interest and similar income 317 313Income from other securities and loans held as financial assets 18 22Total 335 335


4. finAnciAl instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets include, in particular, cash and cash equivalents, trade receivables, and other receivables and derivatives. Financial liabilities are

obligations to deliver cash or another financial asset to an-other entity. In particular, these include liabilities to banks, finance lease liabilities and trade payables.As of the reporting date, the financial instruments consist of the following (measured pursuant to IAS 39):

measu-rement

category pursuant to

iAs 39

carrying amount

as of 31.12.2012

euR K

(Amortised) cost

euR K

fair value recog-

nised directly in

equity euR K

fair value through profit or

loss euR K

fair value as of

31.12.2012 euR K

ASSETS Interests in Group companies AfS 219 219 219 *)

Securities (book-entry securities) held as non-current assets AfS 734 734 734Other loans L&R 97 97 97Trade receivables L&R 71,377 71,377 71,377Other receivables and assets L&R 6,087 6,087 6,087Derivative financial instruments Hf T 69 69 69Cash and cash equivalents L&R 8,454 8,454 8,454

EQUITY AND LIABILITIES Liabilities to banks FLaC –26,001 –26,001 –26,001 **)

Trade payables FLaC –28,439 –28,439 –28,439Liabilities to Group companies FLaC –77 –77 –77Derivative financial instruments Hf T Other liabilities and deferred income FLaC –7,091 –7,091 –7,091

BY CATEGORY Loans and Receivables L&R 86,015 86,015 0 0 86,015Available for Sale AfS 953 219 734 0 953Financial liabilities at amortised costs FLaC –61,608 –61,608 0 0 –61,608Held for Trading Hf T 69 0 0 69 69

*) In the absence of a reliable fair value, interests in Group companies are recognised at amortised cost less impairments.**) In the absence of a market price, the fair values were measured at the present value of the associated payments, giving consideration to the market parameters existing as of the reporting date.

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measu-rement

category pursuant to

iAs 39

carrying amount

as of 31.12.2011

euR K

(Amortised) cost

euR K

fair value recog-

nised directly

in equity euR K

fair value through profit or

loss euR K

fair value as of

31.12.2011 euR K

ASSETS Interests in Group companies AfS 227 227 227 *)

Securities (book-entry securities) held as non-current assets AfS 871 871 871Other loans L&R 289 289 289Trade receivables L&R 70,817 70,817 70,817Other receivables and assets L&R 6,113 6,113 6,113Derivative financial instruments Hf T 17 17 17Cash and cash equivalents L&R 7,215 7,215 7,215

EQUITY AND LIABILITIES Liabilities to banks FLaC – 31,815 –31,815 –31,815 **)

Trade payables FLaC – 21,922 –21,922 –21,922Liabilities to Group companies FLaC –51 –51 – 51Derivative financial instruments Hf T –289 –289 –289Other liabilities and deferred income FLaC –7,776 –7,776 –7,776

BY CATEGORY Loans and Receivables L&R 84,434 84,434 0 0 84,434Available for Sale AfS 1,098 227 871 0 1,098Financial liabilities at amortised costs FLaC –61,564 –61,564 0 0 –61,564Held for Trading Hf T –272 0 0 –272 –272

*) In the absence of a reliable fair value, interests in Group companies are recognised at amortised cost less impairments.**) In the absence of a market price, the fair values were measured at the present value of the associated payments, giving consideration to the market parameters existing as of the reporting date.


The cash and cash equivalents, trade receivables and other financial receivables have predominantly short remaining terms. For this reason, the carrying amounts as of the reporting date more or less correspond to the fair values. If market prices are not available, the fair values of non-current financial assets correspond to the present values of the associated payments, giving consideration to the market parameters prevailing at the time.

Trade payables and other financial liabilities generally have short maturities. The recognised values more or less correspond to the fair values. If market prices are not avail-able, the fair values of liabilities to banks and finance lease liabilities correspond to the present values of the associated payments, giving consideration to the market parameters prevailing at the time.

The Waagner-Biro Group applies the following hierarchy to measure and recognise the fair values of financial instruments:

— Level 1: Listed (unadjusted) prices on active markets for similar assets or liabilities.

— Level 2: Techniques in which all input parameters exerting a material influence on the recognised fair value are either directly or indirectly observable.

— Level 3: Techniques using input parameters that exert a material influence on the recognised fair value and are not based on observable market data.

finAnciAl RisKs

Monitoring and managing financial risks are integral constituents of the accounting and controlling activi-ties performed throughout the Waagner-Biro Group. Continuous controlling and regular reporting take place to increase the probability of major risks being identified promptly, so that counter-measures can be taken if neces-sary. Nonetheless, the effectiveness of the monitoring and risk control system cannot be guaranteed. The principal risks to the business of the Waagner-Biro Group in 2012 arose in particular from the Group’s dependence on the general economic climate, the award of large orders, and its ability to generate appropriate sales revenues, with a corresponding profit margin, from a healthy order book.

Unexpected cost increases and difficulties in achieving the guaranteed performance parameters of the construc-tion works delivered by Waagner-Biro also constitute significant risks. The financial difficulties of individual eurozone countries and the persistent strain on the general economy likewise pose a risk to the Waagner-Biro Group’s financial development. A further risk arises from the possible weakening of economic activity in the developing world.

Economic weakness could trigger additional delays or the suspension of existing or prospective projects. The cancel-lation of existing contracts could have a negative impact on the order book of the Waagner-Biro Group. Such an effect could, in turn, exert a detrimental influence on the capacity utilisation of the Group’s production facilities. A complete or partial write-down of goodwill resulting from acquisitions could also affect the Waagner-Biro Group’s results if the business targets for the relevant companies cannot be achieved.

Apart from this danger, the risk of allowances being required for wholly or partially uncollectible trade re-ceivables is ever-present. For a large portion of the orders, the risk of non-payment by customers is reduced by the provision by banks of security for payments and the conclusion of export insurance policies.

Individual bad debts can nonetheless have a substantial negative influence on the Group’s results. Extensive insurance cover is generally obtained as well for sup-plies to countries in which the extent of political risk is classified as average or very high. Interest and exchange rate risks are minimised and controlled through the use of derivative financial instruments, in particular forward exchange contracts and swaps. For orders billed in a foreign currency (primarily those in the UAE dirham and Azerbaijani manat), the net currency position is hedged by concluding forward contracts. Cash flow risks are monitored by way of monthly cash flow reports. With a view to further reducing financial risk and enhancing the monitoring, control and measurement of the financial and liquidity positions, the Waagner-Biro Group is con-tinuously improving its treasury guidelines and treasury information systems.

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5. other informAtion

otheR obligAtions And

contingent liAbilities

Rent and lease agreementsThe Waagner-Biro Group has concluded rent and operating lease agreements with several parties.

Waagner-Biro avoids dependence on a single bank. In order to safeguard this independence, only a certain volume

of all key financial products (cash and cash equivalents, financial liabilities, non-current financial assets, guarantees and derivatives) is procured from an individual bank. The insolvency of one or several banks would nevertheless exert a significant negative influence on the results and equity of the Waagner-Biro Group.

The agreements concern land, buildings, office space, plant and equipment. The minimum future payments under the existing agreements are as follows:

in 2013

euR Kin 2013-2017

euR Kfrom 2018

euR K

Rent agreements 3,341 12,980 2,020Lease agreements 413 849 0Total 3,754 13,829 2,020

Pending litigationAs of December 31, 2012, no litigation of material significance to the financial statements was pending.

Contingent liabilitiesContingent liabilities which, for lack of certainty, are not to be recognised in the balance sheet consist of the following:

31.12.2012

euR K31.12.2011

euR K

Liabilities 300 240

Contingent liabilities consist exclusively of obligations to third parties.


RelAted pARty disclosuRes

The executive bodies of the Waagner-Biro Group are as follows:

Management Board of Waagner-Biro Aktiengesellschaft, Vienna

Rudolf Estermann Gerhard Klambauer (until March 30, 2012) Thomas Jost ( July 1 until December 31, 2012) Martin Zinner (from October 1, 2012)

Supervisory Board of Waagner-Biro Aktiengesellschaft, Vienna

Herbert W. Liaunig, Chairman Hellmut Longin, First Vice-chairman (until April 27, 2012) Gerhard Heldmann, Second Vice-chairman (until April 27, 2012), First Vice-chairman (from April 27, 2012) Alexander Liaunig Kurt Berger Wolfgang Gauster

Employee representatives:

Stanislaus Schmid (until January 16, 2012) Thomas Freudensprung (from January 16, 2012) Herbert Donnersbichler Franz Toth

The remuneration of the members of the Management Board consists of fixed and performance-related compo-nents; the amount of the variable remuneration depends on the consolidated result. The remuneration of the members of the Management Board in 2012 totalled EUR 680K (2011: EUR 612K).

Pension provisions in the amount of EUR 934K (2011: EUR 1,084K) were recognised in 2012 for former members of the Management Board and their dependants. Current annual expenditures 2012 came to EUR 74K (2011: EUR 190K).

Waagner-Biro AG obtained directors and officers (D&O) liability insurance cover for 2012. The costs were borne by the company. D&O insurance covers certain personal liabil-ity risks of the persons acting on behalf of the Waagner-Biro Group. The annual cost is EUR 11K (2011: EUR 12K).

In the year under review, the Supervisory Board received emoluments of EUR 93K (2011: EUR 93K).

Only transactions of a negligible amount were concluded with non-consolidated subsidiaries. Since the Group’s trans-fer price policy envisages arm’s length transfer prices, no transactions take place that do not comply with customary market conditions. The omission of the non-consolidated companies from the consolidated financial statements does not exert a material influence on the Group’s financial position, financial performance and cash flows. The relevant items are:

2012

euR K2011

euR K

Receivables 1,516 2,009Liabilities 77 51Sales revenues 2,070 2,774Income 104 189Expenses –1,170 –1,366

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Following the retirement of Gerhard Klambauer as the member of the Management Board responsible for the finances of the Waagner-Biro Group, Waagner-Biro Aktien-gesellschaft required interim support in the fields of manage-ment and controlling. For this reason, an agreement was concluded with Liaunig Industrieholding AG in which said company undertook to place at the disposal of Waagner-Biro Aktiengesellschaft, from July 1, 2012 until December 31, 2012, a person capable of discharging management board duties and a person capable of performing controlling services. The expenses in 2012 for the services performed totalled EUR 399K. This figure contains remuneration for management board services in the amount of EUR 303K.

The expenses for legal advice provided by the Berger/Ettel practice totalled EUR 62K (2011: EUR 85K) in the year under review. Services are charged at arm’s length.

eARnings peR shARe

The undiluted earnings per share are calculated by dividing the consolidated profit by the weighted average number of ordinary shares in issue during the year. The diluted earn-ings per share are equal.

2012 2011

Consolidated profit in EUR K 4,934 6,953Weighted number of shares in issue 2,860,000 2,860,000Earnings per share in EUR 1.73 2.43

6. events After the rePorting dAte

No material events of special significance capable of influ-encing the presentation of the financial position, financial performance and cash flows in the consolidated financial statements as of December 31, 2012 occurred between

the reporting date and the release of the statements by the Management Board of Waagner-Biro Aktiengesellschaft on March 18, 2013.

Vienna, March 18, 2013

The Management Board

Rudolf Estermann Martin Zinner


rePort on the consolidAted

finAnciAl stAtements

We have audited the attached consolidated financial statements of

wAAgneR-biRo AKtiengesellschAft, viennA

having equity of EUR 43,443,000.00, for the financial year from January 1, 2012 until December 31, 2012. These con-solidated financial statements incorporate the consolidated statement of financial position as of December 31, 2012, the consolidated income statement, consolidated statement of cash flows, and consolidated statement of changes in equity for the financial year ended December 31, 2012, as well as the notes to the consolidated financial statements.

Legal representatives’ responsibility for the consolidated financial statements and bookkeeping records The legal representatives of the company are responsible for the Group’s bookkeeping records and for preparing consolidated financial statements that present as true and fair a view as possible of the Group’s financial position, financial performance and cash flows in compliance with the Interna-tional Financial Reporting Standards (IFRS) as applicable in the EU. This responsibility includes the design, implementa-tion and maintenance of an internal control system, insofar as required for the preparation of the consolidated financial statements and the presentation of as true and fair a view as possible of the Group’s financial position, financial perfor-mance and cash flows, in order to avoid material misstate-ments arising from either intentional or unintentional errors; the selection and application of appropriate accounting and

valuation methods; and the making of estimates that appear reasonable in the given circumstances.

Auditors’ responsibility and description of the type and scope of the statutory audit Our responsibility is to express an opinion concerning these consolidated financial statements on the basis of our audit. We conducted our audit in compliance with the statutory provisions and generally accepted standards for the audit of financial statements applicable in Austria. These standards require that we comply with the rules of the profession, and plan and perform the audit in a manner that allows us to state with sufficient certainty whether the consolidated financial statements are free of material misstatements.An audit involves the performance of auditing procedures in order to obtain evidence supporting the amounts and other disclosures in the consolidated financial statements. The choice of auditing procedures lies within the discre-tion of the auditor, exercised after a due assessment of the circumstances and giving consideration to the risk of material misstatements arising from either intentional or un-intentional errors. When assessing this risk, the auditor pays due regard to the internal control system, insofar as required for the preparation of the consolidated financial statements and the presentation of as true and fair a view as possible of the Group’s financial position, financial performance and cash flows, in order to define suitable auditing procedures, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal controls. The audit also includes an appraisal of the appropriateness of both the applied accounting and valuation methods and the material estimates made by the legal representatives, as well as an appraisal of the overall view presented by the consolidated financial statements.

—AuditoRs’ RepoRt—

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We believe that we have obtained sufficient and suitable audit evidence, so that our audit provides an adequately reliable basis for our audit opinion.

Audit opinionOur audit has not given rise to any objections. Based on the knowledge gained during the audit, the consolidated finan-cial statements of Waagner-Biro Aktiengesellschaft, Vienna, having equity of EUR 43,443,000.00, for the financial year from January 1, 2012 until December 31, 2012, in our opinion comply with the statutory provisions and present as fair a view as possible of the Group’s financial position and financial performance as of December 31, 2012, and of the Group’s results of operations and consolidated cash flows for the financial year from January 1, 2012 until December 31,

2012, consistent with the International Financial Reporting Standards (IFRS) as applicable in the EU.

comments on the gRoup

mAnAgement RepoRt

The statutory provisions require that the Group manage-ment report be examined to establish whether it is consist-ent with the consolidated financial statements, and whether or not the information it contains presents a misleading view of the Group’s position. The audit opinion must also indicate whether the Group management report is consist-ent with the consolidated financial statements.

In our opinion, the Group management report is consistent with the consolidated financial statements.

SOT Wirtschaftsprüfung GmbH

Friedrich Spritzey m.p. Markus Brünner m.p.Auditors

Graz, March 18, 2013

Only the version approved by us of the consolidated financial statements bearing our audit certificate can be published or disclosed. This audit certificate refers exclusively to the complete consolidated financial statements in German, together with the Group management report. For any other versions, the provisions of Section 281 § 2 UGB (Austrian Commercial Code) must be observed.


deAR shAReholdeRs,

The Supervisory Board held five meetings in the 2012 financial year, each of which was attended by all of the board members. In these meetings, the Supervisory Board received information concerning the company’s position.

The annual financial statements were prepared in compli-ance with the Austrian Commercial Code (UGB), and the consolidated financial statements, including the notes and management report, were prepared in compliance with the International Financial Reporting Standards (IFRS). Both sets of statements were audited by SOT Wirtschaft-sprüfung GmbH, Vienna, and awarded unqualified audit certificates.

The Supervisory Board has approved both the annual financial statements prepared by the Management Board, and the consolidated financial statements.

The annual financial statements are thus adopted pursuant to Section 96 (4) Austrian Stock Corporations Act. The Supervisory Board also endorses the management report and, in particular, the assessment of the company’s further development.

The endorsement also applies to the dividend policy. The Supervisory Board concurs with the proposal of the Management Board concerning the distribution of profits, which envisages a dividend of EUR 1.20 per share.

Pursuant to Section 270 (1) UGB, the Supervisory Board proposes that SOT Wirtschaftsprüfung GmbH, Vienna, be appointed to audit the financial statements for the 2013 financial year.

Vienna, March 2013

For the Supervisory BoardHerbert W. Liaunig

Chairman

—supeRvisoRy

boARd RepoRt—

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wAAgner-biro AktiengesellschAft

Leonard-Bernstein-Strasse 101220 Vienna, AustriaT: +43/1/288 44 0F: +43/1/288 44 7830E: [email protected]

wAAgner-biro bridge systems Ag


wAAgner-biro AustriA stAge systems Ag


wAAgner-biro stAhlbAu Ag


QuAlter, hAll & co ltd.

8, Johnson StreetBarnsley S75 2BY, GroßbritannienT: +44/1226/205 761F: +44/1226/286 269E: [email protected]

—wAAgneR-biRo —

We have prepared this Annual Report with the greatest possible care and checked the figures. Nevertheless, rounding, typographical and printing errors cannot be ruled out. The totals of rounded amounts and percentages may be subject to rounding differences caused by automatic data processing. This Annual Report also contains forward-looking assessments and statements made by us on the basis of all the currently available information. These forward-looking statements are usually accompanied by words such as “expect”, “estimate”, “plan”, “anticipate” etc.. Please be aware that various factors can give rise to actual circumstances, and therefore actual results, differing from the expectations outlined in this report.

Statements referring to people are valid for both men and women.

This Annual Report is published in German and English. In cases of doubt, the German version shall prevails.

Editorial closing date: March 25, 2013

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IMPRINTWaagner-Biro AG, Leonard-Bernstein-Strasse 10, 1220 Vienna, Austria. Responsible for the content: Martin Zinner and Rudolf Estermann. Concept and layout: Wien Nord advertising agency. Text: asoluto public + interactive relations. Photos: Philipp Forstner, Gregor Ecker (Management Board), Wilkinson Eyre Architects(The Crystal), Vereinigte Bühnen Wien, Brinkhoff/Mögenburg (Vienna’s Raimund Theatre), Jon Ingemundsen (Stavanger cultural centre) , Olivier Ouadah (Louvre), Palin Images (Cooperative Group), Günther Wett (Austrian pavilion, Venice Biennale). Print: Hans Jentzsch & Co GmbH.

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