annual report 2013

waagner biro —report—

annual report 2013

— Waagner-Biro celebrates its 160th anniversary in 2014. A company of this vintage with its history of delivering optimum performance demonstrates an ability that will leave it well prepared to meet the challenges of the next 160 years as well: total commitment to continuing development.

Whether in terms of new technologies, new processes or new and highly promising markets, Waagner-Biro’s goal is always to break and redefine new ground.—

—neuland—

waagner-biro annual report 2013

1) Equity + social capital (provisions for severance, pension and long-service bonus payments) / non-current assets

Key figures2009—2013

Incomein EUR million

2009 2010 2011 2012 2013

Sales revenues 192.4 140.8 172.0 171.8 197.4 thereof national, % 4.8 7.7 8.9 6.4 4.4 thereof international, % 95.2 92.3 91.1 93.6 95.6

EBITDA 16.7 15.1 12.5 10.1 14.4 EBT 12.1 11.0 8.7 6.1 11.1 Consolidated result 8.6 7.9 7.0 4.9 9.7 ROS EBT (%) 6.3 % 7.8 % 5.1 % 3.6 % 5.6 %ROE EBT (%) 34.6 % 27.5 % 19.9 % 14.1 % 22.7 %

Assetsin EUR million

2009 2010 2011 2012 2013

Total assets 139.1 138.3 149.2 148.3 148.6 Non-current assets 45.3 48.4 48.1 47.2 49.8 Ratio of equity capital to non-current assets 1) (%) 91.2 % 95.0 % 103.5 % 106.1 % 112.2 %Equity 35.0 40.0 43.7 43.4 48.8 Equity ratio (%) 25.2 % 28.9 % 29.3 % 29.3 % 32.8 %Investments 9.9 6.0 2.9 3.1 6.1Depreciation and amortisation 3.3 3.4 3.2 3.2 3.1Gross cash flow 16.6 13.8 10.7 9.0 15.5Cash flow from operating activities 19.0 7.4 11.4 15.1 22.8

other key fIgures

2009 2010 2011 2012 2013

Employees as at December 31 (number) 1,079 1,074 1,283 1,149 1,207 Order intake (in EUR million) 172.7 218.3 146.6 195.3 222.7 Order backlog (in EUR million) 175.9 249.9 198.6 218.1 230.1

eBtin EUR million

order BAcklogin EUR million

eBItdAin EUR million

order IntAkein EUR million

sAles revenuesin EUR million

gross cAsh flowin EUR million

192.4140.8

172.0 171.8197.4

2009 2010 2011 2012 2013

16.7 15.112.5

10.114.4

2009 2010 2011 2012 2013

12.111.0

8.76.1

11.1

2009 2010 2011 2012 2013

16.613.8

10.7 9.0

15.5

2009 2010 2011 2012 2013

172.7218.3

146.6195.3

222.7

2009 2010 2011 2012 2013

175.9

249.9198.6 218.1 230.1

2009 2010 2011 2012 2013

waagner-biro annual report 2013

— neulAnd02

—The most important factor for a company aiming not only tosupport developments in the fields of technology and logisticsbut also to play a significant role in their design is a willingnessto subject itself to the same process of continual changeand improvement. Permanent optimisation of structures andprocesses has allowed Waagner-Biro to supply top-qualityperformances consistently over the years and thus to become a leading international player when it comes to finding solutions for highly complex problems.—

waagner-biro annual report 2013 03

— neulAnd04

—Different markets, different cultures and personnel from 39 countries – Waagner-Biro thrives on building bridges in every sense, working on an international and intercontinental basis in its approach to new tasks, in creating new relationships and in bringing experts together in a meaningful way. The multifaceted expertise of the individual divisions is complemented by the diverse skills of the different people involved – a combination that creates an unbeatable overall supply package.—


Sun wheelVienna, 1935

— PersPektIven06 — neulAnd06

Foreword by the Managing Board 09

tHe CoMpanyCompany profile 12Group structure 12Governing bodies 12

tHe year 2013Business development 16Business areas in detail 18

Bridge Systems 19Stahlbau 24Stage Systems 29Qualter Hall 34

Human Resources 37Corporate Responsibility 38

Compliance 38Corporate Social Responsibility 38

Outlook 39

Consolidated finanCial stateMentsConsolidated statement of financial position 42Consolidated income statement 44Consolidated statement of comprehensive income 45Consolidated statement of cash flows 46Consolidated statement of changes in equity 47Notes 48Auditors’ report 82Supervisory board report 84

—Contents—

Key perforManCe indiCators (inside flap)


Martin ZinnerMartin Zinner is CFO of Waagner-Biro Group. Born in 1969 in Vienna, Austria, he studied business management before starting his career with Siemens where he occupied various roles before being appointed as managing director at Gigaset Communications Austria GmbH. He has been a member of the board at Waagner-Biro since October 2012.

Thomas JostThomas Jost is Chairman of the Board and the second largest shareholder in the Waagner-Biro Group through his holding company, which owns a 25 % stake. Born in 1971 in Vienna, Austria, he studied law and began his career in tax and legal consulting. After qualifying as a tax consultant, he worked for Waagner-Biro for several years before moving to the Wild Group. He has been the CEO of Liaunig Industrieholding AG since March 2012 and Chairman of the Board at Waagner-Biro since September 2013.

— neulAnd08

… on the 2013 business yearThe staff, shareholders and partners of Waagner-Biro should all be entirely satisfied with the 2013 business year. All divisions closed 2013 on a positive note and in a significantly stronger position than in 2012. The increase in turnover over the previous year is based on a number of extremely large single orders. Stahlbau AG was able to complete its major project, the new airport in Baku, earlier than planned, which allowed it to post an exceptional annual result. In terms of execution, 2013 was defined by the award of the major Louvre Abu Dhabi order. The highlight for Bridge Systems AG was the exceptionally large single order for the Botlek project. Our subsidiary company in Indonesia was hard-hit by the collapse of the Indonesian rupiah against the euro. Similarly, the bridge business in the Gulf region is progressing positively but at a slower pace than planned. The Stage Systems Group was able to turn its result around in 2013 and recorded positive figures. Our fourth division, Qualter Hall in the UK, once again produced the outstandingly good results we have come to expect. In summary, we were able to increase net sales, operating profit, new orders and the balance of orders above the previous year’s figures. We were also able to reduce net debt significantly as at 31.12.2013 in comparison with the preceding year.

… on the marketIt is clear that, in relation to our company size, sufficient projects are available on the market in every segment. However, new projects are clearly focused on non-European markets, with the possible exception of Great Britain. The greater London area in particular is seeing the re-emergence of a strong market in the field of architec-tural steel construction. The broad geographic distribution of projects outside Europe is a definite advantage for

Waagner-Biro which has been developing and delivering international projects for many years. We also have our own facilities available in the Middle East and South-East Asia.

The organisation of Waagner-Biro as four segments and the broad geographic distribution of our markets mean that we are able to cope with market fluctuations. As a medium-sized company, the challenge is to be able to serve these markets with both outstanding quality and competitive pricing combined with the required flexibility. We believe that this is only possible with a combination of global and local market access. We apply this in terms of both structure and staff at Waagner-Biro.

… on the outlook for Waagner-BiroIn 2014 Waagner-Biro will be celebrating its 160th year of operation. We believe that with its current core divisions Waagner-Biro can continue to provide services consistently to existing and similar markets for a further 160 years – employing far more advanced technology and operating processes of course. Nevertheless, we are proceeding on the assumption that basic market demands will not see any fundamental changes in the coming decades. The weak European market means that our future definitely lies in further international expansion and access to new markets. In addition, we will apply our core competencies in new market niches. Our healthy balance of orders and the signals we are receiving from the market allow us to look toward 2014 with confidence. Of course, we are working intensively on improving and optimising our structures in order to remain competitive against international competi-tion. We are also aiming to improve our profitability. In order to achieve these objectives, each division has a clear and specific strategy to drive its earnings growth.

— Managing board MeMbers tHoMas Jost and Martin Zinner …


LouvreAbu Dhabi

—tHe CoMpany—

— neulAnd10

—the comPAnytHe year 2013

Consolidated finanCial stateMents

—tHe CoMpany—


Waagner-Biro is an international corporate group based in Vienna, Austria. It draws on 160 years of experience in steel and mechanical engineering. The individual business divisions combine a wealth of engineering expertise with specialisation in technically complex building structures and systems.

The company’s portfolio of products and services com-prises the following fields:

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

The portfolio is completed by corresponding maintenance and service activities.

Waagner-Biro commands an outstanding market position in all of its business fields. The name Waagner-Biro stands for ultimate levels of quality, innovation and reliability. As a globally active organisation, the company maintains a presence in numerous countries with projects on five conti-nents. In 2013 sales amounted to around EUR 197 million. At the end of 2013 the Waagner-Biro Group employed 1,207 staff at 17 locations in Europe, Asia and the Middle East. 62 Projects were being managed in 48 countries as at 31 December 2013.

legAl structure of the grouP

Waagner-Biro AG acts as a holding company for the Waagner- Biro Group. The functions of the holding company include central responsibility for strategy, finance, human resources and responsibility for Group consolida-tion. The structure of the group at 31 December 2013 is shown in the adjacent diagram.

governIng BodIes

superVisory board

Herbert W. Liaunig Chairman (until 26th April 2013)

Karl Grabner Chairman (from 26th April 2013)

Gerhard Heldmann First Vice-Chairman (until 26th April 2013)

Alexander Liaunig Vice-Chairman (from 26th April 2013)

Kurt BergerWolfgang Gauster (until 26th April 2013)Mag. Thomas Jost (from 26th April until 23rd September 2013)Herbert Donnersbichler *)Franz Toth *) (until 27th November 2013)Thomas Freudensprung *) (until 26th April 2013 and from 27th November 2013)*) Employee representatives

ManageMent board

Rudolf Estermann (until 10th October 2013)Thomas Jost (from 24th September 2013)Martin Zinner

— CoMpanyprofile —

— group struCture —

— neulAnd12

waagner biroQatar wllQatar / 49 %

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 Holding (UK) plc. (percentage share 100 %) and Waagner-Biro Beteiligungsverwaltungs GmbH (percentage share 100 %) are not shown here due to immateriality.

94.99 %

5.01 %

waagner-birostage systeMs

(sHangHai) Co., ltd.CHn / 100 %

„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 %

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-biroaKtien-

gesellsCHaft,austria 1)

—the comPAnytHe year 2013


waagner-biro austria stage

systeMs ag a /100 %

As of 31st December 20132) This diagram is based on business ownership

(legal ownership amounts to 49 %).


System bridgeChile

— neulAnd14

—tHe CoMpany—the yeAr 2013


year— tHe

2013—


All Waagner-Biro’s key indicators for the 2013 business year showed a positive trend. Overall sales revenue rose signifi-cantly to EUR 197.4 million (2012: EUR 171.8 million), an increase of 15 %. Bridge Systems generated EUR 82.3 mil-lion of this figure (2012: EUR 65.5 million) and Stahlbau EUR 55.8 million (2012: EUR 49.7 million). The Stage Systems division also boosted sales by 10 % to EUR 34.0 million (2012: EUR 30.9 million). British holding Qualter Hall once again delivered a solid contribution in 2013 with sales of EUR 22.7 million (2012: EUR 23.8 million). The remaining sales of EUR 2.6 million were generated by miscellaneous investments.

The result for earnings is equally positive. A considerable in-crease was achieved in 2013 with EBT of EUR 11.1 million (2012: EUR 6.1 million). An intensive program designed to improve corporate profitability in every area contributed to this result. The EBT margin rose from 3.6 % to 5.6 %.

The 22.7 % return on equity (ROEEBT) also exceeded the previous year’s figure of 14.1 %. Cashflow from operating activities increased from EUR 15.1 million to EUR 22.8 million. This business development was based on a healthy order situation. New orders reached a high level once again at EUR 222.7 million (2012: EUR 195.3 million). The balance of orders at 31.12.2013 stood at EUR 230.1 million, also significantly higher than the previous year’s figure of EUR 218.1 million.

chAnges In ownershIP And on

the mAnAgement BoArd

In September 2013 Jost Beratungs- und Beteiligungs GmbH acquired a 25 % stake in Waagner-Biro AG. At the same time, Thomas Jost was appointed Chairman of the Management Board. As a Managing Director with proprietary responsibility he contributes to the stable and sustainable development of Waagner-Biro.

sAles revenues By BusIness AreAin EUR million

2010 2011 2012 2013

Bridge Systems 53.4 59.6 65.5 82.3Stahlbau 32.4 53.5 49.7 55.8Stage Systems 35.8 39.7 30.9 34.0Qualter, Hall & Co 16.5 18.1 23.8 22.7Intercompany sales/miscellaneous 2.7 1.1 1.9 2.6Waagner-Biro Group 140.8 172.0 171.8 197.4

sAles revenues By regIonin EUR million

2010 2011 2012 2013

Austria 10.9 15.3 10.9 8.7EU 52.2 64.6 38.7 60.0Rest of Europe 10.5 9.5 6.4 10.4Asia 20.8 28.8 59.1 66.0Gulf region 33.3 37.4 45.3 41.3Rest of world 13.1 16.4 11.4 11.0Total 140.8 172.0 171.8 197.4

2013 —— business deVelopMent in

— neulAnd16

eArnIngs Before tAx By BusIness AreAin EUR million

2010 2011 2012 2013

Bridge Systems 5.2 4.0 3.8 4.9Stahlbau 3.3 4.4 3.7 5.2Stage Systems 1.6 –0.1 0.3 0.9Qualter, Hall & Co 1.8 1.8 2.1 2.1Intercompany sales/miscellaneous –0.9 –1.4 –3.8 –2.0Waagner-Biro Group 11.0 8.7 6.1 11.1

roeeBt By BusIness AreAin %

2010 2011 2012 2013

Bridge Systems 23.9 21.4 20.3 26.2Stahlbau 45.8 40.4 33.3 40.3Stage Systems 17.6 – 1.2 3.4 9.8Qualter, Hall & Co 22.5 22.5 25.3 25.9Waagner-Biro Group 27.5 19.9 14.1 22.7

order IntAke By BusIness AreAin EUR million

2010 2011 2012 2013

Bridge Systems 66.7 58.2 89.9 76.3Stahlbau 93.2 22.6 39.9 82.4Stage Systems 44.2 47.9 39.1 43.5Qualter, Hall & Co 16.3 18.4 27.8 21.4Intercompany sales – 2.1 – 0.5 –1.4 – 0.9Waagner-Biro Group 218.3 146.6 195.3 222.7

order BAcklog At yeAr end By BusIness AreAin EUR million

2010 2011 2012 2013

Bridge Systems 57.8 49.2 74.1 63.1Stahlbau 111.4 83.3 65.4 81.9Stage Systems 43.3 51.5 58.5 66.9Qualter, Hall & Co 39.1 14.9 20.1 18.3Intercompany sales –1.7 –0.3 0.0 –0.1Waagner-Biro Group 249.9 198.6 218.1 230.1

tHe CoMpany—the yeAr 2013



—business areas

in detail–

Johann SischkaMember of the Board Waagner-Biro Stahlbau AGborn on 17.08.1959at Waagner-Biro since June 1985

George OrtonMember of the Board Qualter, Hall & Co Ltd.born on 21.01.1953at Qualter Hall since September 1969

Martin ZinnerMember of the Board Waagner-Biroborn on 15.05.1969at Waagner Biro since October 2012Thomas Jost

Chairman of the Board Waagner-Biro

born on 09.04.1971at Waagner-Biro

since July 2012

Alexander KontrusMember of the Board Waagner-Biro Austria

Stage Systems AGborn on 28.01.1971

at Waagner-Biro since September 2012

Peter HacklMember of the Board Waagner-Biro Bridge

Systems AGborn on 12.01.1963

at Waagner-Biro since July 2007

— neulAnd18

Global demand“Bridges are needed all around the world. But bridge build-ers have to meet a variety of demands. We have deliberately focused on niches in the steel system and movable bridge markets in pursuit of rising market demand for this type of bridge. This strict demand-oriented strategy means that financial solutions are also required for those countries lack-ing both infrastructure and the financial resources to pay for it. Our portfolio is tailored to market requirements and puts us in the best possible position to meet future challenges.”

Peter HacklMember of the Board Waagner-Biro Bridge Systems AG

Service portfolioWaagner-Biro Bridge Systems supplies steel bridges on an international basis. Its broad range of services covers all main bridge types, from system bridges and special bridges (cable-stayed, suspension, arch and other architectural bridges) to technically sophisticated movable bridges. The company is the global market leader for the latter. Its portfolio comprises construction, modification, widening and reinforcement as well as service, maintenance and repair. Waagner-Biro also offers infrastructure services, along with marine and envi-ronmental engineering through its companies in the United Arab Emirates.

Waagner-Biro bridges can be found all over the world. In particular in South-East Asia (Indonesia and the Philippines), Africa, South America, Europe and the United Arab Emirates.

InnovationExisting technologies are analysed and refined on an ongoing basis to enable us to offer optimal solutions. For instance, Waagner-Biro is always working on enhancing the functionality of its standardised bridges and simplifying their construction. Each order for a special bridge entails new challenges requiring tailored solutions. This is where Waagner-Biro benefits from its wealth of experience accu-mulated over many years of designing and delivering special bridges with a wide range of specifications. When it comes to movable bridge systems, the company benefits from the mechanical engineering and drive technology expertise available within the various divisions of the corporate group.

Business developmentThe past financial year was a highly successful one for Waagner-Biro Bridge Systems in terms of both sales and results. Sales were up 26 % to EUR 82.3 million (2012: EUR 65.5 million). Earnings before tax amount-ing to EUR 4.9 million far exceeded the previous year’s figure (EUR 3.8 million). The order backlog at

— bridge systeMs —




EUR 63.1 million is slightly down on the previous year (2012: EUR 74.1 million). This can be attributed to the Botlek Bridge, an exceptionally large order placed in 2012. The order intake situation remains below the previ-ous year’s figure of EUR 89.9 million at EUR 76.3 million. Both figures are, however, above 2010 and 2011 levels.

The good result is the result of steady execution of all projects. Earnings before tax would have been even higher if the Indonesian rupiah had not been devalued by around 25 %.

Our excellent market position in the movable bridges sector, which improved even further in 2013, is particu-larly satisfying. Waagner-Biro is responsible for most of the movable bridges currently under construction worldwide. Movable bridges, including bascule, swing and vertical-lift bridges, accounted for around 50 % of Waagner-Biro Bridge Systems sales in 2013.

Two large movable bridges were completed last year: the Prai River Swing Bridge in Malaysia and the Golden Horn Swing Bridge in Turkey.

Waagner-Biro made significant progress in several other movable bridge projects in 2013. For example, the Botlek Bridge in the Netherlands, the largest vertical lift bridge in the world, and Europe’s largest bascule bridge, the Rethe Bridge in Germany. The Botlek Bridge is the largest order for a single bridge in the company’s history in terms of earnings. Waagner-Biro’s cross-technological expertise is particularly useful in this project. The order includes the engineering “heart” of the bridge – the drive system, allowing to benefit greatly from the years of mechanical engineering experience of the Waagner-Biro Group. This synergy of know-how across Waagner-Biro’s individual divisions is an important selling point that contributes to its unique market position. Both the Botlek Bridge and the Rethe Bridge are scheduled for completion by the end of 2014.

The company currently sees further potential in Northern Europe in the light of greater demand for movable bridges, in the Netherlands and Scandinavia, for example.

Indonesia remains one of Waagner-Biro’s largest markets for modular bridges, with high levels of demand being maintained. Completion of the construction of the new modular and arch bridge production facility is scheduled for spring 2014. It has been designed to ensure rapid delivery of bridges within Indonesia, as well as across the entire South-East Asian region. For some time now, Waagner-Biro has been seeing success with special bridges in Indonesia, in addition to the modular bridges. However, the devaluation of the Indonesian rupiah meant that Waagner-Biro Indone-sia came under pressure with respect to the euro, which is the group currency, despite having a successful year.

In the Gulf region, Waagner-Biro Gulf, a Bridge Systems subsidiary, was able to boost sales, earnings before tax and new orders. One of the reasons for this is the slow but sure recovery of the market in Dubai with the result-ing significant increase in the number of projects coming on line. Nevertheless, Waagner-Biro increasingly needs to maintain its competitive edge as construction companies are starting to demonstrate an interest in Waagner-Biro’s niche segments for the first time.

Of particular note is a five-year contract for road mainte-nance, which has been awarded to Waagner-Biro Gulf in Dubai, securing this maintenance business for the years ahead. A number of pedestrian bridges, including one at the World Trade Centre in Dubai, were completed in 2013, with further bridges on the books for 2014. The profit situation needs further improvement.

In Africa, as in previous years, there was heavy demand for economical bridge solutions. Despite the intrinsically difficult funding situation, Waagner-Biro Bridge Systems was awarded two contracts in Senegal and one in the Democratic Republic of Congo in 2013. This means that the company has achieved entry into two further African markets. In addition, the projects in Mozambique (15 modular bridges) were completed in 2013, following their postponement in 2012.Waagner-Biro also opened up a new Central American country when the company won an order for three modular bridges (including all the construction work for the founda-tions) in Honduras. The order situation in Chile has also remained strong.

20 — neulAnd

— In Rotterdam Harbour in the Netherlands, Waagner-Biro is cur-rently building the drive system for a bridge project involving any number of superlatives. When completed, Botlek Bridge will not only be the world’s heaviest vertical lift bridge, but will also have the highest lift frequency and speed. Consequently, the technical challenges to fulfil the specifications were daunting. Each of the two bridge spans weighs 4,850 tonnes, equalling

the total weight of the Eiffel Tower. The opening frequency is a further challenge: the bridge will be opened roughly once an hour, resulting in 9,000 openings a year, which means that speed is all the more important. With the entire opening or closing procedure taking just 90 seconds, Waagner-Biro is setting new standards, and ensuring that the four lanes of traf-fic and the railway services can operate without interruption.—

netHerlandsMoVable Colossus—

— botleK:



21waagner-biro annual report 2013

praCtiCal— prai riVer:

an elegant fast-MoVer.—

— neulAnd22

— The new double-track railway swing bridge across the Prai River in Malaysia outshines many other engineering works. The 90-metre long, rotating section with a weight of 1,100 tonnes opens in just two minutes on its gigantic drive axle. This means that free passage is provided for maritime traffic in the shortest time possible. The railway bridge

connects Butterworth Harbour with the legendary line run-ning from Singapore to Bangkok, a route also travelled by the Orient Express. The structure will be just as reliable as the former bridge, which has been in uninterrupted service since 1964 – it was also built by Waagner-Biro. —




Broad portfolio provides strength“Waagner-Biro is globally renowned for its extraordinary contributions to the built environment. Geometrically complex, filigree, free-form surfaces account for some of the most challenging tasks in our industry. Architectural steel construction may be less impressive to the lay person but imposes similarly high technical demands. This increas-ingly important business area demonstrates Waagner-Biro’s flexibility in executing a wide variety of project types. Our strengths include both large infrastructure projects and small, complex jobs, each of which requires the develop-ment of innovative solutions.”

Johann SischkaMember of the Board Waagner-Biro Stahlbau AG

Service portfolioWaagner-Biro specialises in sophisticated steel and glass constructions that transform the geometrically complex designs of prestigious architects into reality. But Waagner-Biro Stahlbau AG is equally expert in the delivery of building envelopes with simple geometric features and of heavy architectural steel structures. The company offers a range of maintenance, renovation and modification ser-vices alongside its planning, development and engineering activities.

Current core markets are still the United Kingdom, the Middle East and Azerbaijan, because of the numbers of individual projects. However, the company is actually managing projects in many more regions and countries.

InnovationDaring architectural visions for architectural steel construc-tion mean that the boundaries of the technically possible are constantly having to be pushed outwards. The company is always finding new technological approaches for geo-metrically complex, free-form surfaces, where it is often the case that no single element is identical to another. 3D structural design is therefore a key competency and one that is continually growing.

Business developmentSales revenues for the Waagner-Biro Stahlbau Group rose by 12 % to EUR 55.8 million in 2013, up on the previous year (EUR 49.7 million). Similarly, at EUR 5.2 million, earnings before tax jumped (+40 %) from EUR 3.7 million in 2012. The order income more than doubled to EUR 82.4 million (2012: EUR 39.9 million). With an order backlog valued at EUR 81.9 million at year end, Waagner-Biro Stahlbau’s order books were in fine condi-tion (2012: EUR 65.4 million).

— staHlbau —

— neulAnd24

ConteMporary russian (building) Culture.—

— MariinsKy:

— Waagner-Biro successfully completed an exceptional project in Russia, the Mariinsky Theatre. It is world-famous for its virtuoso opera and ballet productions and is one of the greatest symbols of Russian cul-ture. The company was responsible for a total of eight complex elements. In addition to single and double tread stairs, the project included a staircase cable suspended over several

floors, a 35-metre glass staircase that gives theatre-goers the impression of floating between floors, and a VIP bridge taking the most distinguished guests to their seats. The new struc-ture, designed by Canadian architects Diamond Schmitt, blends harmoni-ously into the historic block structure and is a contemporary mirror image of the old theatre building next door. —




tHe art of austrian— baKu terMinal:

steel ConstruCtion for aZerbaiJan.—

— neulAnd26

— Waagner-Biro Stahlbau collaborated with Arup’s renowned engineers to complete the unique, 60,000 square metre shell for a new airport terminal in Baku, Azerbaijan in 2013. The complex project encompassed the roof, facade, access bridges and steel support

structures and provided an ideal opportunity for the company to bring in its expertise to optimise design processes and their economic installation. The structure has a spectacular appearance, and the design ensures that the inside of the terminal is flooded with light. —




A large number of flagship projects have led to the Stahlbau Group enjoying an outstanding reputation on the market. The steady completion of projects in 2013 was particularly satisfying, as was the recovery of core markets in the second half of the year.

Waagner-Biro Stahlbau has also succeeded in securing a new order in Denmark. In future, the corporate head-quarters of Danish investment company Kirk Kapital in Veijle will feature an exclusive project by internationally renowned artist Olafur Eliasson. The design is a challenge in many respects since it is in no way conventional. Waagner-Biro developed curved and sloping sliding doors for this project – an absolute first for the market – demon-strating its innovative capabilities and simultaneously ex-panding its portfolio of services with an additional product.

The UK core market is also giving positive signals once more. Waagner-Biro is building a double facade for the Blavatnik School of Business in Oxford to a design by top Swiss architects Herzog and de Meuron. The prefabricated concrete elements of the building’s shell are also being provided by Waagner-Biro Stahlbau.

Two further exciting projects in the United Kingdom involve existing historical building fabric, which imposes special demands on the construction: the Glazed Link for Manchester Town Hall and the Wellcome Trust project in Hinxton. The Glazed Link is a connecting building with the silhouette of a cloud. A complex stainless steel structure rests on load-bearing, glass walls, reminiscent of a ship’s hull. The surface treatment provides interesting visual effects. A special glass roof is being supplied for the Wellcome Trust conference centre. The roof will be integrated in an existing building, covering a courtyard so as to provide additional useful space.

One very impressive project that has been successfully completed was the Silkway Tollgate at Baku Airport in Azerbaijan. This order for the Azerbaijani airport was placed as a result of the high level of customer satisfaction with the previous collaborative work.

A solid foundation was laid in 2013 for the coming year. Ex-citing projects are either firmly on order or at an advanced stage of negotiations in our core markets. These include the Louvre in Abu Dhabi and various orders from England and Denmark. The highly dynamic United Arab Emirates are showing great potential despite increasing price pressure. Waagner-Biro Stahlbau also sees potential for new orders in conjunction with Expo 2020 in Dubai.

— neulAnd28

The whole world is our stage“We have been fitting out opera houses, theaters and event venues with stage equipment for 160 years. Satisfied customers provide the basis for a long and successful operation of a division of a company. Simplicity and reliability of the technology and professional implementa-tion for both small and large projects create a market reputation – one that will open doors over the years. Waagner-Biro benefits from this reputation around the world. Wherever our customers need to create exciting, high-quality projects, we will always be there – because the whole world is our stage.”

Alexander KontrusMember of the Board 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. This includes the full range of technical facilities for opera houses, theatres and concert halls. In addition, one of the company’s main growth areas is the delivery of stage and event technology for event venues and cruise ships. In the field of intelligent building engineer-ing, Stage Systems supplies and installs flexible stands and seating systems for sports venues and multi-functional buildings.

In service and maintenance business, over 200 theaters, opera houses and event venues worldwide entrust the servicing of their stage equipment to the skills of the com-pany’s highly qualified staff.

InnovationDevelopment of product innovations focuses on increasing utility and usability for our customers. The solutions we offer always meet the highest demands in terms of mini-mum noise emissions, maximum safety and flexibility, and long-term system availability. The focus is on refining drive systems and producing optimum solutions for upperstage and understage machinery tailored to individual projects and buildings, and on computerised control systems. We are also continually refining technical solutions relating to variable space acoustics in concert halls.

Business developmentSet against the backdrop of a very difficult year in 2012, the 2013 business year was a better one for Waagner-Biro Stage Systems Group, if still not totally satisfactory. Sales revenues at EUR 34.0 million exceeded the preceding year’s figure of EUR 30.9 million. Earnings before tax showed a profit of EUR 0.9 million in 2013 (2012: EUR 0,3 million).

— stage systeMs —




Cop

yrig

ht: L

e Lou

vre_

Oliv

ier O

uada

h

„broadway“— deutsCHes tHeater: tHe

of MuniCH.—

— neulAnd30

— Refurbishment of a highly prestigious performance space is always a particular challenge. The Deutsche Theater in Munich was opened in 1896 in sumptuous neo-Baroque style and is seen as the largest German theatre for touring performances, the “Broadway” of Bavaria’s capital city.

A programme of major renovation was started some years ago. The scope included a modern control system plus sub-stage and overhead machinery in both the audience and stage spaces. —




The Luxembourg team should be mentioned in this context for its particularly successful sale of the CAT control system in 2013. This result brings the entire Stage Systems division a decisive step closer to achieving its goal of stable, long-term performance and profitability.

The internal activities geared to improving organisation were systematically implemented and will be continued in 2014. The first benefits of the standardisation of processes and optimisation of procedures are now being seen. This process of change is designed for the long term and aims for sustainable impact.

The ongoing faith of the market in our products and performance opened up numerous market opportuni-ties for Waagner-Biro in 2013. This was reflected in the boost to new orders. They rose from EUR 39.1 million to EUR 43.5 million. At the end of 2013 the order backlog stood at EUR 66.9 million, also up on the previous year’s figure of EUR 58.5 million.

The good market position meant there were successful new orders, but was also apparent in the fact that some projects were restarted after a delay. The Hamburg Elbphilarmonie, for instance, and Berlin’s Unter den Linden state opera house.

Significant project completions included the Deutsche Theater in Munich and renovation of the stage systems at Vienna’s Kammerspiele. The challenge of the second pro-ject lay in the extremely tight time schedule. Waagner-Biro upgraded all the stage systems to the state of the art in just a few weeks. The stage area was dismantled down to the foundations and supporting walls and entirely refurbished. System controls were also upgraded to state-of-the-art technology, thus providing the highest possible safety levels.

These projects are just two of many examples demonstrat-ing the status quo of the European stage systems market. The overwhelming proportion of orders is for renovation or modification projects. New-build projects for major cultural venues are rare in Europe. The Musiktheater hall in Linz and the Elbphilharmonie in Hamburg are exceptions to the rule.

One spectacular order was placed in Singapore. The “Esplanades Theatres on the Bay” lie directly at the mouth of the Singapore River and are home to a 1,600-seat concert hall and a theatre seating up to 2,000. Waagner-Biro has been commissioned to re-fit the overhead machinery, install a new CAT control system and integrate the sub-stage machinery drive control systems in the theatre. Construc-tion begins in spring 2014 and is scheduled for completion as soon as October 2014.

In Florence work is proceeding on “Nuovo Parco Della Musica e Della Cultura“. Despite an initial opening ceremony held at the end of 2011, final installation of the technical stage equipment will not be completed until 2015 at the earliest. In April 2013 Waagner-Biro was awarded the contract for the overhead machinery control system and for the provision of orchestra platforms. As is the case with many other projects around the world, one of the keys to success in this Italian order was alliance with a local project partner.

Other projects took Waagner-Biro to Brazil (Belo Horizonte, Estaçâo da Cultura Itamar Franco), Shanghai (Shanghai Grand Theater) and even out onto the high seas. In 2013, Waagner-Biro was once again able to land further orders for stage systems and equipment on cruise ships.

— neulAnd32

— When Ray Cullom, project manager and General Manager at Nederlander Worldwide Entertain-ment talks about the new Zorlu Cent-er in Istanbul he goes into raptures. And rightly so. The dimensions of the entire complex are truly impressive. The state-of-the-art equipment in the Large Theatre, which has more than 2,200 seats, is an object of admiration. The Centre also has a drama theatre

and a multi-purpose hall. When Ray Cullom claims: “The Zorlu Center will be the most technically advanced theatre in Turkey”, Waagner-Biro is proud of its contributing role as a partner for the stage equipment. This role involved delivery of 144 drive systems and the complete control system for the two theatres, as well as assembly and supervision of the installation. —

— Zorlu Center: HigH perforManCe

engineeringon tHe bosporus.—




Flexibility as factor in success“No two jobs are the same at Qualter Hall. New challenges await on a daily basis. Our employees are prepared for this. The opportunity and necessity of working simultaneously for different market segments increases our flexibility in project execution and ensures low staff turnover thanks to the varied nature of the work. This versatility and constan-cy lead to high customer satisfaction. There are also com-mercial benefits as a consequence: the diversity of projects reduces the risks associated with excessive concentration, ensuring the future success of Qualter, Hall & Co., Ltd.”

George Orton Member of the Board, Qualter Hall & Co Ltd.

Service PortfolioWith a team of specialist staff backed up with a flexible manufacturing facility, Qualter Hall undertakes multi- disciplined turnkey projects, reconstruction and refurbish-ments in its four major divisions, namely: Mechanical Handling incorporating moving structures in numerous industries as well as equipment and services for nuclear decommissioning; Manufacturing bespoke complex manu-factured items; Mining and Hoisting; and the complete supply of Special Presses for shipyards and industrial clients.

InnovationQualter Hall is constantly working on developing innova-tive, tailor-made construction solutions. It is usually in the design phase that the decision is made regarding which research activities seem most promising for a project.

In recent years the focus has been on individually optimised safety systems for manually and automated controlled facilities. A diverse range of safety solutions are employed in the mining industry, for example specialised ‘soft’ braking systems for shaft hoists, shaft-side interlock-ing systems and plant monitoring systems for deep mining applications.

Business DevelopmentWith sales revenues of EUR 22.7 million, Qualter Hall was able to maintain a similar turnover to 2012 (EUR 23.8). Earnings before tax also remained constant at EUR 2.1 million. There was a minor development in order intake with a figure of EUR 21.4 million (2012: EUR 27.8 million due to a high value and exceptional project in 2012). The order backlog at the end of the year was EUR 18.3 million. In 2012 the figure was EUR 20.1 million.

— Qualter Hall —

34 — neulAnd

With its four divisions, Qualter Hall is broadly positioned to meet the demands and constraints of differing markets.

Utilisation of capacity was outstanding in 2013, particularly in Mining, with Cleveland Potash Mine project among others contributing to the outcome. In this division Qualter Hall was able to ensure its unique position in the English market. However, the generally difficult economic climate is clearly noticeable and the subdued level of investments in the UK is the result.

Qualter Hall continues its export strategy with ongoing projects in Korea and China, and good prospects in its Mining and Press business in China, Kazakhstan, Botswana and Azerbaijan.

One key USP of Qualter Hall is the fact that its flexible structure offers customers added value and turnkey solu-tions. In addition, customers value the high-quality full service portfolio, from planning and design to engineer, execution, testing, and commissioning, offering a compre-hensive after sales service.

A particularly interesting project in 2013 was the contract for the High 1 Switchback Resort in South Korea. The resort offers diverse family activities as a new tourist attrac-tion. The newly planned attraction to be built by Qualter Hall is a funicular railway system 1,000 metres in length running between the valley and mountain peak stations. The special challenge was to optimise the transportation system by including as an added attraction “family rail bikes” (20 off multi seated bicycles). The latter are released from the carriages at the peak allowing one to take another route down through the countryside. Commissioning of

the trains and the family rail bikes is scheduled for 2014. Qualter Hall was contracted to design, manufacture and deliver the 4 cable cars and their integrated operating and rope managed track equipment systems, as well as supervi-sion of the local installation and commissioning.

A further major project highlight was the completion of the headgear tower for the Cleveland Potash Mine in the UK, by utilising a unique and new sliding fast track installation methodology (saving the client millions of pounds in revenue).




— The Cleveland Potash Mine was the most exciting project in 2013, utilising the unique skill competencies of Qualter Hall in finding the optimal solution. Qualter Hall developed a highly specialised headgear for the cus-tomer. In addition, the scope of works included the lifting and relocation of

the old 2,700 tonne tower in order for it to be demolished safely as part of the contract. Not only the demolition, but also the positioning and completion of the new 700 tonne steel headgear was able to be undertaken during the mine holiday shutdown. —

a weigHty Matter: Headgear tower

replaCeMent.—

— CleVeland potasH:

Watch the video at www.youtube.com/watch?v=eSnN0T3PVcI

— neulAnd36

— HuMan

resourCes–

workforce numBers

2010 2011 2012 2013

Bridge Systems 688 876 738 762Stahlbau 91 105 100 129Stage Systems 133 141 150 147Qualter, Hall & Co 130 128 126 135Waagner-Biro AG (Holding) 31 33 35 34Total 1,074 1,283 1,149 1,207

The Waagner-Biro Group employed a total of 1,207 staff as at 31st December 2013. This slight increase over the previous year (1,149) was spread across all locations.

In 2013 Waagner-Biro focused on continuing profes-sional development for management personnel. This involved intensive analysis of the concept of leadership and the implementation of sustainable and effective staff development programmes. Waagner-Biro’s

business and competition lie almost exclusively in global markets outside Austria and Europe. One of the main objectives was therefore to sharpen the interna-tional focus of the company and its staff.

In addition, human resources policy principles were formulated and communicated. These guidelines constitute a fundamental basis for standardising human resources activities and serve as a framework for the future development of the Waagner-Biro Group.

Nilesh Stegmayer, Head of Division at Waagner-Biro Gulf, on a construction site in Dubai




— Corporate

responsibility–

comPlIAnce

Waagner-Biro is committed to respectful relationships with customers, business partners and suppliers, extending be-yond mere compliance with statutory provisions. A code of conduct helps everyone to act in accordance with the values and general principles of the Waagner-Biro Group. It applies to all levels of management and staff at Waagner-Biro, but also extends to suppliers and customers.

The code of conduct can be found on the company’s web-site www.waagner-biro.com (under Company / Compliance).

corPorAte socIAl resPonsIBIlIty

Waagner-Biro demonstrated its corporate social respon-sibility once more in 2013, with particular commitment in three areas:

soCiety

The alliance with the local “Wiener Lerntafel” continued into its third year. This not-for-profit association provides free learning support for children from families who would otherwise be unable to afford coaching. In addition, Waagner-Biro is an ICEP (Institute for Cooperation in Development Projects) partner. Qualter Hall supports young people’s sports and has taken on a two-year sponsor-ship arrangement with Darfield Junior Football Club’s Under-13 side.

enVironMent

Waagner-Biro maintains strict environmental standards at its production facilities. On-site erection work is largely waste-free. Economical use of resources plays a key role in project planning. Environmental aspects are taken into account in the selection of subcontractors.

fine arts

The cooperation with the Biennale in Venice in recent years has been a consummate success and will continue in 2014. Waagner-Biro has also become involved with architectural symposia, such as the TURN ON architecture festival. The company’s Stage Systems Division has continued its proven collaborations, with Vienna’s Vereinigten Bühnen and the Viennese Burgtheater.

— neulAnd38

The past business year has laid the groundwork for a promising year in 2014. Waagner-Biro is starting the new year with a balance of orders amounting to EUR 230.1 million. Demand also appears to be stable in the market segments in which we are involved. New projects are available on the market. The challenge for 2014 lies in Waagner-Biro acquiring and successfully managing the appropriate projects.

There is still great potential for development at Waagner-Biro, even after 160 years. We have set up a programme to standardise processes with the aim of consistently boosting this potential. This programme will simplify operational sequences and further improve project management. The potential of our employees is being increased by means of targeted encouragement in a staff development programme. This also comes into play in the recruitment of new members of staff who are compe-tent to deal with the complex demands of international project business. The aim of both programmes is to increase our competitiveness and thus achieve a sustain-able, continuous increase in 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 finan-cial year and the time of this report going to press.



—outlooK —


Zorlu CenterIstanbul

— neulAnd40

tHe CoMpanytHe year 2013

—consolIdAted fInAncIAl stAtements

finanCial— Consolidated

stateMents 2013—


Assets

31.12.2013 31.12.2012 note eur eur eur eur eur K

A. Non-current assets I. INTANGIBLE ASSETS 1. Capitalised development costs (1) 1,398,000 1,380 2. Industrial property rights (1) 2,342,000 2,967 3. Goodwill (1) 30,154,000 30,469

33,894,000 34,816

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

owned by others (2) Land 1,820,000 723 Buildings 4,631,000 4,397 6,451,000 5,120 2. Technical plant and machinery (2) 2,786,000 2,909 3. Other equipment, fixtures and furnishings (2) 2,509,000 2,585 4. Prepayments and assets under construction (2) 3,325,000 743 15,071,000 11,357

III. FINANCIAL ASSETS 1. Interests in Group companies (3) 144,000 219 2. Securities (book-entry securities) held as non-current assets (3) 723,000 734 3. Other loans (3) 8,000 97 875,000 1,050

IV. RECEIVABLES AND OTHER ASSETS 1. Trade receivables (6) 872,000 1,703 2. Other receivables and assets (6) 79,000 37 951,000 1,740

V. DEFERRED TAxES (4) 5,987,000 4,344 56,778,000 53,307

B. Current assets I. INVENTORIES 1. Raw materials and consumables (5) 4,717,000 3,998 2. Finished products (5) 5,049,000 6,740 3. Prepayments (5) 4,812,000 2,792 4. Less prepayments received (5) – 4,812,000 – 2,792 9,766,000 10,738

II. RECEIVABLES AND OTHER ASSETS 1. Trade receivables (6) 69,687,000 69,674

III. OTHER RECEIVABLES AND ASSETS Receivables from Group companies (6) 0 1,516 1. Other receivables and assets (6) 3,331,000 3,528 2. Other prepaid expenses (8) 901,000 1,075 4,232,000 6,119

IV. CASH AND CASH EQUIVALENTS (7) 8,108,000 8,454 91,793,000 94,985

Total assets 148,571,000 148,292

Consolidated stateMent of finanCial position

as of deCeMber 31, 2013 – ifrs

— neulAnd42

eQuIty And lIABIlItIes

31.12.2013 31.12.2012 note eur eur eur eur K

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

II. RESERVES (9) 40,526,000 35,434

III. MINORITy INTERESTS (10) 1,292,000 1,009 48,818,000 43,443

B. Non-current debt I. PROVISIONS 1. Provisions for severance payments (11) 5,652,000 5,247 2. Provisions for pensions (11) 920,000 934 3. Deferred taxes (4) 38,000 20 4. Other non-current provisions (11), (12) 4,962,000 3,482 11,572,000 9,683

II. LIABILITIES 1. Liabilities to banks (13) 4,305,000 4,555 Prepayments received 466,000 0 2. Trade payables (14) 365,000 1,056 Other liabilities (16) 882,000 0 6,018,000 5,611

17,590,000 15,294

C. Current debt I. PROVISIONS 1. Tax provisions (12) 1,277,000 460 2. Other current provisions (12) 16,885,000 12,682 18,162,000 13,142

II. LIABILITIES 1. Liabilities to banks (13) 8,294,000 21,446 2. Prepayments received on account of orders 16,505,000 20,416 3. Trade payables (14) 31,000,000 27,383 4. Liabilities to Group companies (15) 228,000 77 5. Other liabilities (16) 7,822,000 6,190 6. Deferred income (16) 152,000 901 64,001,000 76,413

82,163,000 89,555

Total assets 148,571,000 148,292




2013 2012 note eur eur eur K eur K

1. Sales revenues (17) 197,357,000 171,754

2. Changes in inventories of finished goods, work in progress and unbilled services – 1,689,000 – 1,162

3. Other own work capitalised 580,000 494

4. Other operating income (18) 1,784,000 3,335 198,032,000 174,421

5. Materials and other purchased services (5) – 109,222,000 – 93,623

6. Personnel expenses (20) – 44,765,000 – 44,338

7. Depreciation and amortisation (1), (2) – 3,053,000 – 3,254

8. Other operating expenses (19) – 29,679,000 – 26,383 – 186,719,000 – 167,598

9. Operating result (EBIT) 11,313,000 6,823

10. Financial result (21), (22) – 246,000 – 706

11. Earnings before tax (EBT) 11,067,000 6,117

12. Taxes on income (4) a) Current taxes on income 2,424,000 1,413 b) Deferred taxes on income – 1,607,000 – 817,000 – 605 – 808

13. Net income 10,250,000 5,309

14. Minority interests in profit/loss – 515,000 – 375

15. Profit after minorities 9,735,000 4,934

16. Consolidated result 9,735,000 4,934

Consolidated inCoMe stateMent

for tHe period froM January 1 until deCeMber 31, 2013 – ifrs

— neulAnd44

2013 2012 eur eur eur K eur K

1. Net income 10,250,000 5,309

2. Actuarial gains (losses) – 85,000 – 321

3. Income taxes on actuarial gains (losses) 60,000 80

4. Net income recognised directly in equity – 258,000 – 76

5. Other comprehensive income from items that will never be reclassified – 283,000 – 317

6. Exchange rate differences – 971,000 – 422

7. Change in IAS 39 reserve – 2,000 66

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

9. Other comprehensive income from items that are to be reclassified upon the occurrence of certain conditions – 973,000 – 356

10. Other income for the period – 1,256,000 – 673

11. Consolidated comprehensive income before minorities 8,994,000 4,636

12. Minority interests in profit/loss – 515,000 – 375

13. Consolidated comprehensive income 8,479,000 4,261



Consolidated stateMent of CoMpreHensiVe inCoMe

for tHe period froM January 1 until deCeMber 31, 2013 – ifrs


2013 2012CasH flow froM operations eur K eur K

(+/–) Earnings before tax (EBT) 11,067 6,117 (+/–) Minority shareholders’ share in profit/loss – 515 – 375 (+/–) Interest income 246 682 (+/–) Profit/loss on disposal of non-current assets – 84 – 23 (+/–) Depreciation/write-ups of non-current assets 3,055 3,229 (+/–) Changes in non-current provisions 1,714 – 674

Gross cash flow 15,483 8,956

(+/–) Changes in inventories including prepayments 1,074 2,622 (+/–) Changes in trade receivables, other receivables and accruals 934 – 1,314 (+/–) Changes in trade liabilities, other liabilities and accruals 1,280 3,434 (+/–) Changes in current provisions 5,020 2,415 (+/–) Non-cash changes in deferred taxes 1,607 605 (–) Tax payments – 2,424 – 1,413 (+/–) Changes recognised directly in equity – 761 – 298 (+/–) Exchange rate differences 634 60

Net cash flow from operating activities (OCF) 22,847 15,067

(–) Investments in property, plant and equipment and intangible assets – 6,085 – 3,064 (–) Investments in financial assets – 7 0 (+) Proceeds from disposals of property, plant and equipment and intangible assets 112 279 (+) Proceeds from disposals of financial assets 96 348 (+) Interest received 330 335

Net cash flow from investing activities (ICF) – 5,554 – 2,102

(+/–) Borrowing and repayment of financial liabilities – 13,402 – 5,814 (–) Interest paid – 576 – 1,017 (+) Proceeds from minority interests 21 0 (–) Distributions to shareholders – 3,432 – 4,576 (–) Distributions to minority shareholders – 277 – 319

Net cash flow from financing activities (FCF) – 17,666 – 11,726

Net change in cash and cash equivalents – 373 1,239

(+) Cash and cash equivalents at start of year 8,454 7,215 (+) Cash and cash equivalents acquired with subsidiaries 27 0 (–) Cash and cash equivalents at end of year 8,108 8,454

Change – 373 1,239

Consolidated stateMent of CasH flows

ifrs

— neulAnd46

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, 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

As of January 1, 2013 7,000 2,897 9,158 – 86 – 241 25,491 – 1,785 42,434 1,009 43,443

Consolidated result 0 0 235 0 0 9,500 0 9,735 515 10,250Other comprehensive income 0 0 – 48 – 2 – 25 – 210 – 971 – 1,256 0 – 1,256Comprehensive income 0 0 187 – 2 – 25 9,290 – 971 8,479 515 8,994Dividends 0 0 0 0 0 – 3,432 0 – 3,432 – 277 – 3,709Shareholder 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 75 – 7 68 0 68Other changes 0 0 580 0 0 – 605 2 – 23 45 22

As of December 31, 2013 7,000 2,897 9,925 – 88 – 266 30,819 – 2,761 47,526 1,292 48,818

Net equity as of December 31, 2013 7,000 0 40,526 0 0 0 0 47,526 1,292 48,818



Consolidated stateMent of CHanges in eQuity

ifrs


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 and mechanical engineering companies. Waagner-Biro Aktiengesellschaft, together with its subsidiaries (hereinafter the “Waagner-Biro Group”), is a group of companies pursuing international activities in four strategic business segments, namely bridge construction, steel-glass structures, stage systems, and special machinery. 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 1,183 in 2013 and 1,243 in 2012.

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, 2013 were prepared in compli-ance 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 2013 issued by the International Financial Reporting Interpreta-tions Committee (IFRIC), or its predecessor, the Standing Interpretations Committee (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 ac-cording to internationally acknowledged accounting principles.

explanatory notes on reVised

or new ifrs proVisions

Since the consolidated financial statements as of 31.12.12 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 entering into force:

standard / interpretation Content Valid from1)

IFRS 13 Fair Value Measurement 1.1.2013Amendments 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 1.1.2013Amendment of IFRS 1 Government Loans 1.1.2013Various Annual improvements to IFRSs 1.1.2013

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

—notes to tHe Consolidated finanCial stateMents

as of deCeMber 31, 2013 all aMounts in tHousand euros —

— neulAnd48

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,

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 2013 financial year.

standard / interpretation Content Valid from1)

IFRS 10 Consolidated Financial Statements 1.1.2014IFRS 11 Joint Arrangements 1.1.2014IFRS 12 Disclosure of Interests in Other Entities 1.1.2014

Amendment of IAS 39Novation of Derivatives and Continuation of Hedge Accounting 1.1.2014

Amendment of IAS 36Recoverable Amount Disclosures for Non-Financial Assets 1.1.2014

Amendment of IFRS 10, IFRS 12 and IAS 27 Investment Entities 1.1.2014Amendment of IFRS 10, IFRS 11 and IFRS 12 Transition Guidance 1.1.2014

IFRS 9 Financial Instruments 1.1.2015 2)

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 consolidated financial statements.

The consolidated financial statements were prepared according 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.

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.

Companies that are controlled by way of economic control were likewise fully consolidated in the consolidated financial statements.

Subsidiaries that are not consolidated for reasons of immateriality, 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 subsidiaries’ 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 transac-tions, if material, are eliminated in full. The deferred taxes prescribed by IAS 12 are recognised for temporary differ-ences arising from consolidation.

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.

As of December 31, 2013, the scope of consolidation encompassed 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 Bin Butti Engineering L.L.C., UAE 100 % Waagner-Biro Emirates Contracting L.L.C., UAE 100 % Waagner-Biro Qatar WLL, Qatar 49 % 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 %

In view of changed economic circumstances, Waagner-Biro Bin Butti Engineering L.L.C., UAE was fully consolidated for

the first time in the 2013 financial year effective 1.1.2013.

— neulAnd50

The following companies were not consolidated for reasons of immateriality:

Austria Waagner-Biro Beteiligungsverwaltungs GmbH, Vienna 100 %

International Waagner-Biro Germany GmbH, D 100 % Waagner-Biro Spólka z o.o., PL 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 transaction. 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 foreign exchange losses recognised in profit or loss in the financial year is EUR 1,003K (2012: gain of EUR 646K).

Translation of individual foreign currency financial statementsThe Group currency is the euro. Pursuant to IAS 21, the annual 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:

Source: UniCredit Bank Austria AG

Currencies iso-Code

rate on reporting

date 31.12.2013

rate on reporting

date 31.12.2012

average rate 2013

average rate 2012

British pound GBP 0,8330 0,8145 0,8482 0,8121US dollar USD 1,3775 1,3206 1,3293 1,2868UAE dirham AED 5,0560 4,8400 4,8804 4,7243Qatari real QAR 5,0120 4,7970 4,8403 4,6865Philippine peso PHP 61,2890 54,1070 56,4972 54,3577




aCCounting and Valuation MetHods

Insofar as they were published in the Official Journal of the European Union and had entered force by December 31, 2013, revised and amended versions of existing IASs/IFRSs and interpretations, and new standards and interpretations were applied when the consolidated financial statements were being prepared. The option of applying revised, amended or new standards and interpretations prematurely was not exercised.

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 identifiable 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 recognised 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 generated intangible assets are measured at production cost less amortisation and write-downs.

Tangible assets (property, plant and equipment) are measured at cost less accumulated depreciation and impair-ment losses.

The production cost of internally generated intangible and tangible assets contains all direct costs and reasonable portions 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 borrowing costs are recognised in profit or loss in the period in which they are incurred. In the 2013 financial year, borrowing costs in the amount of EUR 223K were recog-nised (2012: EUR 0K). The interest rates were between 3.77 and 4.67 %.

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

Costs incurred for an asset in subsequent periods are capital-ised only if giving rise to a substantial increase in the future utility of the asset (e.g. through extended application options or a significant extension of the useful life).

Intangible assets and depreciable tangible assets are amortised (depreciated) by the straight-line method over the relevant asset's expected useful economic life. Assets acquired during the financial year are depreciated pro rata temporis from the month in which the asset becomes available. The Austrian companies of the Waagner-Biro Group adopt the half-year convention for depreciation. Full annual depreciation is applied to acquisitions that enter service in the first half of the financial year, and one-half of the annual depreciation is applied to acquisitions that enter service in the second half of the financial year. The same applies accordingly to depreciable assets that are disposed of. Compared with depreciation pro rata temporis, the conse-quences are immaterial in the cases that are relevant here. As in the previous year, the depreciation rates were calculated on the basis of the following useful lives:

— neulAnd52

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.

Assets with an individual acquisition cost of less than EUR 400 (low-value assets) are fully written off in the year of acquisition and immediately treated as disposals in the statement of changes in assets.

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, 2013, finance lease liabilities amounted to EUR 1,096K (2012: EUR 0K).

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

iMpairMent

Assets (except inventories and deferred tax assets) are tested for indications of impairment as of each reporting date. Goodwill is tested for impairment shortly before each report-ing date even if there is no indication of impairment.

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. 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 2013 financial year (2012: 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.

Securities classified as available for sale are measured at fair value pursuant to IAS 39. Value changes are recognised directly in equity. In the 2013 financial year, value changes in the amount of EUR – 2K were recognised (2012: EUR +66K).

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 carryfor-wards are also taken into account. Excluded from this ex-tensive 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 presented in the other result according to the relevant underlying 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 production cost, or at the net realisable value on the report-ing date. The net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Acquisition cost is generally calculated by the sliding average price method.

Work in progress and finished goods are measured at production 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 impairments 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 warranty 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 completion 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 accepted 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

— neulAnd54

contract costs will exceed contract revenue, the entire expected loss is recognised as an expense immediately.

Prepayments received and any instalments 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 instruments classified as held for trading are measured at fair value pursuant to IAS 39.

CasH and CasH eQuiValents

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

obligations to eMployees

Pension obligationsOn the basis of individual commitments, the Waagner-Biro Group is obliged to pay retirement pension benefits to a retiree or his widow. This defined benefit obligation is not matched by assets specifically earmarked for this purpose. The full amount of the obligation is therefore recognised as a provision. The pension benefits are payable exclusively to an employee who has already retired.

The required provision is determined as of the relevant reporting date according to an actuary’s report in compli-ance with the Austrian tax regulations. A restatement to reflect the provisions of IAS 19 revised did not take place for reasons of materiality.

The valuations as of December 31, 2013 and 2012 are based on the following assumptions:

2013 2012

Interest rate 6.00 % 6.00 % Pension increase 2.50 % 3.00 % Life expectancy AVÖ 2008-P AVÖ 2008-P

Defined contribution pension commitments also exist for certain employees. The associated costs are recognised as an expense at the time they are incurred. During the 2013 financial year, the regular contributions to national and international employee pension funds amounted to EUR 548K (2012: EUR 495K).

seVeranCe obligations

Under Austrian labour law, the company is obliged to pay employees who entered service before January 1, 2003 defined severance benefits when they cease to work for the company because of termination of 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’ remuneration. These obligations are the subject of a provision.

The amount of the provision is determined by the pro-jected unit credit method. An actuarial model is applied to calculate the present value of future payments accruing over the employees’ estimated period of service. Value changes arising from adjusted interest rate and pension parameters (actuarial 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 severance 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 obligation. The regular contributions to the employee benefit fund in 2013 totalled EUR 167K (2012: EUR 168K) and are recognised as expenses for severance payments.

The valuations as of December 31, 2013 and 2012 are based on the following assumptions:

2013 2012

Interest rate 3.00 % 4.00 % Salary increase 2.50 % 2.75 % Retirement age for women 60 1) 60 1)Retirement age for men 65 1) 65 1)Life expectancy AVÖ 2008-P AVÖ 2008-P

1) 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 reasonable 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.

— neulAnd56

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.

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 en-compass 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.

non-Current assets and disposal

groups Held for sale

Non-current assets and disposal groups held for sale are non-current and current asset components, as well as debts associated with same, that have already been sold or have been classified as held for sale. This classification is applied as soon as the held-for-sale criteria of IFRS 5 are satisfied. From the time of classification as held for sale, the assets are no longer depreciated. They are measured at the lower of the carrying amount and net disposal value (selling price less costs to sell). The disposal groups held for sale are presented separately in the statement of financial position. The amount recognised for the prior period is not adjusted. Separate presentation in the income statement does not take place.

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 ser-vices 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 interest, 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.

researCH and deVelopMent Costs

All research costs are charged to expense. Development costs must be capitalised when the following conditions are demonstrably and collectively satisfied:

— Completion of the intangible asset so as to facilitate its internal use or sale is technically feasible.

— The entity intends and is able to complete the intangible asset and either use it or sell it.

— The asset will generate future economic benefits.— Resources are available to complete the asset.— The expenditure attributable to the intangible asset

during its completion can be reliably measured.

As of December 31, 2013, development costs in the amount of EUR 579K (2012: EUR 495K) were capitalised in the consolidated financial statements.

In the 2013 financial year, research and development costs totalled EUR 4,725K (2012: EUR 5,099K).

risK ManageMent

Monitoring and managing financial risks are integral con-stituents of the accounting and controlling activities per-formed 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 necessary. 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 2013 arose in particular from the Group's dependence on the general economic climate, the award of large orders, and its ability to generate appro-priate sales revenues, with a corresponding profit margin, from a healthy order book. Unexpected cost increases and difficulties in achieving the guaranteed performance param-eters of the construction 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 ad-ditional delays or the suspension of existing or prospective projects. The cancellation 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 produc-tion 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 un-collectible trade receivables is ever-present. For a large por-tion 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 supplies 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, the net cur-rency 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 continuously improving its treasury guidelines and treasury information systems.

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.

— neulAnd58

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 during the reporting period.

In view of the assumptions set forth below, there is a significant risk of assets and liabilities requiring material adjustments in the next financial year.

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 liable for defects and damage arising from completed projects. For specifically named warranty cases, a pro vision 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.




3. exPlAnAtory notes to the stAtement of

fInAncIAl PosItIon And Income stAtement

1. intangible assets and goodwill

The intangible assets and goodwill changed as follows in the 2013 financial year:

Capitalised develop-

ment costs eur K

industrial property

rights eur K

goodwill eur K

prepay-ments eur K

total eur K

Acquisition costs As of December 31, 2012 3,251 8,933 36,613 0 48,797Additions 579 100 0 0 679Disposals 0 – 360 0 0 – 360Exchange rate differences 0 – 10 – 315 0 – 325As of December 31, 2013 3,830 8,663 36,298 0 48,791

Accumulated depreciation As of December 31, 2012 1,871 5,966 6,144 0 13,981Additions 561 722 0 0 1,283Disposals 0 – 360 0 0 – 360Exchange rate differences 0 – 7 0 0 – 7As of December 31, 2013 2,432 6,321 6,144 0 14,897Carrying amount as of December 31, 2012 1,380 2,967 30,469 0 34,816Carrying amount as of December 31, 2013 1,398 2,342 30,154 0 33,894

— neulAnd60

Financial year 2012:

Capitalised develop-

ment costs eur K

industrial property

rights eur K

goodwill eur K

prepay-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

Goodwill is tested for impairment by applying the discounted 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 manage-ment’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 and borrowed capital (WACC), calculated according to the capital asset pricing model. Cash flows are discounted as a general rule with a WACC of 8.4 % before taxes (2012: 7.2 %).

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 (2013: 8.4 %), so that the company is not required to recognise an impairment loss.




2. tangible assets

The tangible assets changed as follows in the 2013 financial year:

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 Ktotal

eur K

Acquisition costs As of December 31, 2012 7,073 14,690 6,369 743 28,875First-time consolidation 326 143 67 0 536Transfers 0 0 5 – 5 0Additions 1,492 605 672 2,637 5,406Disposals – 3 – 291 – 231 0 – 525Exchange rate differences – 166 – 445 – 115 – 50 – 776As of December 31, 2013 8,722 14,702 6,767 3,325 33,516

Accumulated depreciation As of December 31, 2012 1,953 11,781 3,784 0 17,518First-time consolidation 38 43 44 0 125Transfers 0 – 6 6 0 0Additions 332 723 715 0 1,770Disposals – 3 – 277 – 217 0 – 497Exchange rate differences – 49 – 348 – 74 0 – 471As of December 31, 2013 2,271 11,916 4,258 0 18,445Carrying amount as of Dec. 31, 2012 5,120 2,909 2,585 743 11,357Carrying amount as of Dec. 31, 2013 6,451 2,786 2,509 3,325 15,071


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 Ktotal

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 Dec. 31, 2011 4,813 3,412 2,380 441 11,046Carrying amount as of Dec. 31, 2012 5,120 2,909 2,585 743 11,357

— neulAnd62

Tangible assets in the amount of EUR 2,243K (2012: EUR 3,172K) have been pledged as collateral for cash loans and issued bank guarantees.

3. finanCial assets

The financial assets changed as follows in the 2013 financial year:

interests in group

companies eur K

securities eur K

other loans eur K

total eur K

Acquisition costs As of December 31, 2012 230 1,072 97 1,399Changes in scope of consolidation – 73 0 0 – 73Additions 0 0 7 7Disposals 0 0 – 96 – 96Exchange rate differences – 2 – 9 0 – 11As of December 31, 2013 155 1,063 8 1,226

Accumulated depreciation As of December 31, 2012 11 338 0 349Additions 0 2 0 2Disposals 0 0 0 0As of December 31, 2013 11 340 0 351Carrying amount as of December 31, 2012 219 734 97 1,050Carrying amount as of December 31, 2013 144 723 8 875


interests in group

companies eur K

securities eur K

other 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




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 statement of financial position as follows:

31.12.2013

eur K31.12.2012

eur K

Deferred tax assets Non-current assets 123 230Current assets 251 212Provisions for severance payments and pensions 301 242Other provisions 100 116Liabilities 29 6Loss carryforwards 7,461 10,344

8,265 11,150Thereof unrecognised 0 – 2,682Netting of deferred tax assets and liabilities – 2,278 – 4,124Deferred tax assets 5,987 4,344

Deferred tax liabilities Non-current assets 130 187Current assets 2,064 2,690Provisions for severance payments and pensions 2 0Other provisions 120 1,261Liabilities 0 6

2,316 4,144Netting of deferred tax assets and liabilities – 2,278 – 4,124Deferred tax liabilities 38 20

Deferred taxes (net) 5,949 4,324

— neulAnd64

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:

2013 eur K

2012 eur K

Current taxes on income – 2,424 – 1,413Change in deferred tax assets/liabilities 1,607 605Total – 817 – 808

In the year under review, deferred tax assets in the amount of EUR 60K (2012: EUR 80K) 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:

2013 eur K

2012 eur K

Profit before tax 11,067 6,117Notional tax expense 2,767 1,530Tax expense as per income statement 817 808Difference to be reconciled – 1,950 – 722

Reasons for the difference: Reduction in the tax burden because of: Change in recognised deferred taxes on loss carryforwards 2,296 0 Effect of different tax rates 354 404 Group taxation 0 1,111 Tax income from prior periods 0 32 Sundry allowances and other permanent differences 104 510Increase in the tax burden because of: Change in recognised deferred taxes on loss carryforwards 0 – 446 Withholding taxes – 690 – 648 Shareholder contribution 0 – 183 Non-deductible expenses – 75 – 58 Other – 39 0Reconciled difference 1,950 722




5. inVentories

The inventories item contains raw materials and consumables, as well as finished goods and merchandise. The inventories item contains the following:

31.12.2013

eur K31.12.2012

eur K

Raw materials and consumables 4,717 3,998Finished goods and merchandise 5,049 6,740Inventory prepayments 4,812 2,792less: prepayments received – 4,812 – 2,792Total 9,766 10,738

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

31.12.2013

eur K31.12.2012

eur K

Materials 66,732 55,601Services 42,490 38,022Total 109,222 93,623

6. reCeiVables and otHer assets

31.12.2013

eur K31.12.2012

eur K

Trade receivables 70,559 71,377Receivables from Group companies 0 1,516Other receivables and assets 3,410 3,565Other prepaid expenses 901 1,075Total 74,870 77,533

— neulAnd66

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

Current

eur Knon-current

eur K31.12.2013 total eur K

Trade receivables 69,687 872 70,559Receivables from non-consolidated subsidiaries 0 0 0Other receivables and assets 3,331 79 3,410Other prepaid expenses 901 0 901Total 73,919 951 74,870

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

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:

2013 eur K

2012 eur K

Allowances as of January 1 16,415 16,755Exchange rate changes – 12 – 3Addition 1,115 1,109Use – 828 – 819Reversal – 102 – 627Allowances as of December 31 16,588 16,415

Allowances for country risks in the amount of EUR 895K (2012: EUR 895K) were deducted from the trade receivables.




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

31.12.2013

eur K31.12.2012

eur K

Contract costs incurred as of reporting date plus recognised profits/ less recognised losses 103,072 94,876less prepayments and instalments received – 78,004 – 71,983Total 25,068 22,893

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

31.12.2013

eur K31.12.2012

eur K

Not due 54,942 52,5101-90 days past due 6,416 8,93291-180 days past due 4,963 3,195More than 180 days past due 4,238 6,740Total 70,559 71,377

The receivables from Group companies relate to the following companies:

31.12.2013

eur K31.12.2012

eur K

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

The other receivables consist of:

31.12.2013

eur K31.12.2012

eur K

Credit balances with tax authorities 1,368 1,080Prepaid expenses 636 852Guarantee deposits 506 308Claims 185 692Receivables from employees 116 75Loans 88 291Miscellaneous 511 267Total 3,410 3,565

— neulAnd68

7. CasH and CasH eQuiValents

31.12.2013

eur K31.12.2012

eur K

Cash in hand 57 69Bank balances 8,051 8,385Total 8,108 8,454

8. prepaid expenses

31.12.2013

eur K31.12.2012

eur K

Prepaid expenses 901 1,075

9. eQuity

The recognised share capital of Waagner-Biro Aktiengesell-schaft remains unchanged year-on-year at EUR 7,000K. It is divided into 2,860,000 no par registered shares (previous year: 2,860,000 no par bearer shares). The shares were reclassified as registered shares pursuant to GesRÄG 2011 (Company Law Amendment Act 2011) because the com-pany is a non-listed stock corporation.

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 2013, the Management Board proposes a dividend of 1.60 euros per share in issue. The distribution for 2012, in the amount of EUR 3,432K, which corresponds to a dividend of 1.20 per share, was proposed by the Manage-ment Board and adopted by the 14th annual shareholders' meeting on April 26, 2013. The dividend was paid out to the shareholders on May 6, 2013.

10. Minority interests

The minority interests item contains shares in the equity of subsidiaries held by outside shareholders. In 2013, dividends of EUR 277K (2012: EUR 319K) were paid to such outside shareholders.

The following subsidiaries have minority shareholders:

2013 2012

Waagner-Biro Luxembourg Stage Systems S.A., L 49.00 % 49.00 %Waagner Biro Qatar WLL, Qatar 51.00 % –

An agreement between Waagner-Biro Qatar WLL and its local partner was amended. The partner not only acts as a trustee but, in compliance with the legal ownership struc-ture, is also entitled to a share of profits. Waagner-Biro AG

remains in control of issuing directives concerning the company's economic and organisational management.




lIABIlItIes

11. obligations to eMployees (soCial Capital)

31.12.2013

eur K31.12.2012

eur K

Provisions for severance payments 5,652 5,247Provisions for pensions 920 934Provisions for long-service bonuses 514 504Total 7,086 6,685

Provisions for pensions

2013

eur K2012

eur K

Present value of pension obligations (DBO) as of January 1 934 1,084Change – 14 – 150Present value of pension obligations (DBO) as of December 31 920 934

Provisions for severance payments

2013

eur K2012

eur K

Present value of severance payment obligations (DBO) as of January 1 5,247 4,662Change in scope of consolidation 175 0Adjustments 60 0Service cost 260 147Interest cost 173 152Severance payments made – 293 – 85Actuarial gains/losses 85 277Change in foreign companies – 55 94Present value of severance payment obligations (DBO) as of December 31 5,652 5,247

Sensitivity scenario for interest rate changes in EUR K:

– 0,5 % actual 3 % + 0,5 %

Current value (DBO) as of 31.12.2013 5,842 5,652 5,476Service cost 167 159 151Interest cost 95 109 121Anticipated payments in 2014 – 406 – 406 – 406Anticipated value (DBO) as of 31.12.2014 5,698 5,514 5,342

— neulAnd70

Provisions for long-service bonuses

2013

eur K2012

eur K

Present value of long-service bonus obligations (DBO) as of January 1 504 438Service cost 40 34Interest cost 18 22Long-service bonuses paid – 108 – 20Actuarial gains/losses 60 30Present value of long-service bonus obligations (DBO) as of December 31 514 504

Sensitivity scenario for interest rate changes in EUR K:

– 0,5 % actual 3 % +0,5 %

Current value (DBO) as of 31.12.2013 542 514 489Service cost 42 39 36Interest cost 13 15 16Anticipated payments in 2014 – 51 – 51 – 51Anticipated value (DBO) as of 31.12.2014 546 517 490

12. proVisions

The provisions changed as follows in the 2013 financial year:

Current taxes eur K

personnel eur K

order processing

eur Kother eur K

total eur K

As of January 1, 2012 460 4,031 8,536 3,597 16,624Consumption – 16 – 952 – 3,138 – 1,383 – 5,489Reversal – 48 0 – 263 – 74 – 385Creation 881 1,205 8,461 1,945 12,492Exchange rate differences 0 – 26 – 61 – 31 – 118As of December 31, 2013 1,277 4,258 13,535 4,054 23,124

thereof non-current 0 514 2,952 1,496 4,962thereof current 1,277 3,744 10,583 2,558 18,162Total 1,277 4,258 13,535 4,054 23,124





Current taxes eur K

personnel eur K

order processing

eur Kother 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

13. finanCial liabilities

non-current

eur KCurrent

eur K

31.12.2013 total eur K

non-current

eur KCurrent

eur K


Liabilities to banks Current account overdrafts/ cash advances 0 7,545 7,545 0 19,433 19,433Financing loans 4,305 749 5,054 4,555 2,013 6,568Total 4,305 8,294 12,599 4,555 21,446 26,001

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

31.12.2013

eur K31.12.2012

eur K

Creditors 31,210 28,078Obligations under construction contracts 155 361Total 31,365 28,439

The trade payables include a non-current amount of EUR 365K (2012: EUR 1,056K).

— neulAnd72

15. liabilities to group CoMpanies

The liabilities to Group companies relate to the following companies:

31.12.2013

eur K31.12.2012

eur K

Waagner-Biro Stage Systems (Shanghai) Co., Ltd., CHN 60 47Binder + Co AG, Gleisdorf, A 47 0Liaunig Industrieholding AG, A 43 0OOO “Waagner-Biro St. Petersburg Stage Systems“, RUS 36 0Waagner-Biro Beteiligungsverwaltungs GmbH, Vienna, A 29 30Waagner-Biro Germany GmbH, D 13 0Total 228 77

16. otHer liabilities and deferred inCoMe

non-current

eur KCurrent

eur K


non-current

eur KCurrent

eur K


Other liabilities 882 7,822 8,704 0 6,190 6,190Deferred income 0 152 152 0 901 901Total 882 7,974 8,856 0 7,091 7,091

The other liabilities and deferred income item contains:

31.12.2013

eur K31.12.2012

eur K

Joint ventures 1,900 1,392Outstanding accounts for project-related costs 1,523 639Tax office 1,383 1,767Finance leases for tangible assets 1,096 0Health insurance funds 965 592Deferred rent grant 540 630Debtors with credit balances 329 329Profit-sharing/unclaimed dividends 272 917OeKB liabilities 246 0Creditors > 3 years 229 265Other 373 560Total 8,856 7,091




17. sales reVenues

The sales revenues consist of the following:

2013

eur K2012

eur K

Austria 8,667 10,941EU 59,972 38,677Rest of Europe 10,352 6,397Asia 66,027 59,138Gulf region 41,284 45,252Rest of world 11,055 11,349 197,357 171,754

Information concerning segment reporting is contained in the Group management report.

18. otHer operating inCoMe

2013

eur K2012

eur K

Income from the disposal and write-up of non-current assets 91 124Income from the reversal of provisions 337 1,036Other 1,356 2,175Total 1,784 3,335

Other income contains:

2013

eur K2012

eur K

Training and research incentives 624 611Insurance indemnification 226 27Rental income 133 192Income from the reversal of allowances 122 627Expenses invoiced to third parties 100 36Other 151 682Total 1,356 2,175

— neulAnd74

19. otHer operating expenses

Other operating expenses contain:

2013

eur K2012

eur K

Rental and leasing expenses 5,017 4,545Travel expenses and disbursements 3,285 3,343Commission paid 2,682 2,602Freight and transport costs 2,407 1,736Risk provisions and allowances 2,352 673Legal and consulting fees 1,980 2,207Maintenance and repair costs 1,958 2,204Services received, including contract personnel expenses 1,874 1,353Insurances 1,451 1,589Office expenses (telephone/postage/supplies) 1,134 960Warranty and guarantee fees 1,133 916Exchange rate differences 1,003 0Other 3,403 4,255Total 29,679 26,383

The auditing expenses attributable to the financial year total:

2013

eur K2012

eur K

Fees for auditing annual financial statements (individual and consolidated) 142 142Other assurance services 4 0Fees for other services 18 14Total 164 156

20. personnel expenses

2013

eur K2012

eur K

Wages and salaries 37,203 36,966Statutory social security contributions 5,617 5,498Expenses for severance payments 894 972Expenses for pensions 733 569Other social security expenses 318 333Total 44,765 44,338




Average employee numbers were as follows:

2013 2012

Salaried staff 597 596Non-salaried staff 586 645Apprentices 0 2Total 1,183 1,243

21. finanCe expenses

2013

eur K2012

eur K

Interest and similar expenses 576 1,017Amortisation of financial assets 0 11Other financial investment-related expenses 0 13Total 576 1,041

22. inCoMe froM finanCial inVestMent

2013

eur K2012

eur K

Interest and similar income 314 317Income from other securities and loans held as financial assets 16 18Total 330 335

4. exPlAnAtory notes to the stAtement of cAsh flows

The statement of cash flows is presented using the indirect method. The cash and cash equivalents encompass only cash in hand and bank balances. Interest received and paid

is classified as operating cash flows. There are no material non-cash transactions. More detailed information is contained in the statement of cash flows.

— neulAnd76

5. 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 another 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 31.12.2013

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

31.12.2013 eur K

Assets Interests in Group companies AfS 144 144 144 *)Securities (book-entry securities) held as non-current assets AfS 723 723 723Other loans L&R 8 8 8Trade receivables L&R 70,559 70,559 70,559Other receivables and assets L&R 4,283 4,283 4,283Derivative financial instruments Hf T 28 28 28Cash and cash equivalents L&R 8,108 8,108 8,108

Equity and liabilities Liabilities to banks FLaC – 12,599 – 12,599 – 12,599 **)Trade payables FLaC – 31,365 – 31,365 – 31,365Liabilities to Group companies FLaC – 228 – 228 – 228Derivative financial instruments Hf T – 17 – 17 – 17Other liabilities and deferred income FLaC – 8,839 – 8,839 – 8,839

By category Loans and Receivables L&R 82,958 82,958 0 0 82,958Available for Sale AfS 867 144 723 0 867Financial liabilities at amortised costs FLaC – 53,031 – 53,031 0 0 – 53,031Held for Trading Hf T 11 0 0 11 11

*) 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.




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.

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: Procedures 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.

— neulAnd78

6. other InformAtIon

otHer obligations and

Contingent liabilities

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

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

in 2014

eur K in 2014 –2018

eur Kfrom 2019

eur K

Rent agreements 3,699 18,739 1,118Lease agreements 428 843 0Total 4,127 19,582 1,118

Pending litigationAs of December 31, 2013, no litigation of material signi-ficance to the annual financial statements was pending.

Off-balance-sheet arrangementsAs of December 31, 2013, customers have been issued with bank guarantees related to performance bonds in the amount of EUR 44,310K, advance payment refund guarantees in the amount of EUR 42,340K, perfor-mance-related guarantees in the amount of EUR 6,420K and bid bonds in the amount of EUR 1,870K .

In addition, cash and guarantee facilities of subsidiaries in the amount of EUR 7,283K were secured by way of bank guarantees.

The risk to the Group arising from these guarantees is to be regarded as extremely small, so that a provision does not need to be recognised.

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

31.12.2013

eur K31.12.2012

eur K

Liabilities 240 300

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 (until October10, 2013)Thomas Jost (from September 24, 2013)Martin Zinner

Supervisory Board of Waagner-Biro Aktiengesellschaft, Vienna

Herbert W. Liaunig, Chairman (until April 26, 2013) Karl Grabner, Chairman (from April 26, 2013) Gerhard Heldmann, First Vice-chairman (until April 26, 2013)Alexander Liaunig, First Vice-chairman (from April 26, 2013) Kurt BergerWolfgang Gauster (until April 26, 2013)Thomas Jost (from April 26 until September 23, 2013)

Employee representatives:

Herbert DonnersbichlerFranz Toth (until November 27, 2013) Thomas Freudensprung (until April 26, 2013 and from November 27, 2013)

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 2013 totalled EUR 466K (2012: EUR 680K).

Pension provisions in the amount of EUR 920K (2012: EUR 934K) were recognised in 2013 for former members of the Management Board and their dependants. Current annual expenditures in 2013 came to EUR 185K (2012: EUR 74K).

Waagner-Biro AG obtained directors and officers (D&O) liability insurance cover for 2013. The costs were borne by the company. D&O insurance covers certain personal liability risks of the persons acting on behalf of the Waagner-Biro Group. The annual cost is EUR 11K (2012: EUR 11K).

In the year under review, the Supervisory Board received emoluments of EUR 102K (2012: EUR 93K).

Only transactions of a negligible amount were concluded with non-consolidated subsidiaries. Since the Group's transfer 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:

2013

eur K 2012

eur K

Receivables 0 1,516Liabilities 138 77Sales revenues 0 2,070Income 0 104Expenses – 150 – 1,170

In September 2013, Jost Beteiligungs GmbH acquired a 25 % interest in Waagner-Biro AG. Alongside Liaunig Industrieholding AG, which holds a 36 % interest in the company, it is therefore the second principal shareholder of Waagner-Biro. Thomas Jost's appointment as Chairman

of the Management Board of Waagner-Biro AG coincided with the acquisition.

In the 2013 financial year, various agreements existed with Liaunig Industrieholding AG concerning the performance

— neulAnd80

of controlling, monitoring, management and management board services. The expenses in 2013 for the services performed totalled EUR 461K (2012: EUR 399K). This figure contains remuneration for management board services in the amount of EUR 108K (2012. EUR 303K).

The expenses for legal advice provided by the Berger/Ettel practice totalled EUR 81K (2012: EUR 62K) 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 earnings per share are equal to the undiluted earnings per share because no financial instruments with a dilutive effect were issued.

2013 2012

Consolidated profit in EUR K 9,735 4,934Weighted number of shares in issue 2,860,000 2,860,000Earnings per share in EUR 3.40 1.73

7. 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, 2013 occurred between

the reporting date and the release of the statements by the Management Board of Waagner-Biro Aktiengesellschaft on March 19, 2014.

Vienna, March 19, 2014

The Management Board

Thomas Jost 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 48,818,000.00, for the financial year from January 1, 2013 until December 31, 2013. These consolidated financial statements incorporate the con solidated statement of financial position as of December 31, 2013, the consolidated income statement, consolidated statement of cash flows, and consolidated statement of changes in equity for the financial year ended December 31, 2013, as well as the notes to the consoli-dated financial statements.

Legal representatives’ responsibility for the consolidated financial statements and bookkeeping recordsThe 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 International Financial Reporting Standards (IFRS) as applicable in the EU. This responsibility includes the design, implementation 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 performance and cash flows, in order to avoid material misstatements arising from either inten-tional 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 auditOur 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—

— neulAnd82

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 48,818,000.00, for the financial year from January 1, 2013 until December 31, 2013, 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, 2013, and of the Group’s results of operations and consolidated cash flows for the financial year from January 1, 2013 until

December 31, 2013, consistent with the International Finan- cial 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

Manfred Kraner m. p. Markus Brünner m. p.Auditors

Graz, March 19, 2014

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 Para. 2 UGB (Austrian Commercial Code) must be observed.




dear sHareHolders,

During the 2013 financial year, the Supervisory Board regularly monitored the work of the Management Board and provided consultative support. Its activities were based on the detailed written and oral reports of the Management Board. In addition, both the Supervisory Board chairman and his deputy frequently shared information and views with the Management Board.

In the 2013 financial year, the Supervisory Board held seven meetings. In these meetings, the Supervisory Board received information concerning the company's position.

When approval was required for management decisions or action, the members of the Supervisory Board examined the documented proposals that were submitted in advance, and took the relevant decisions in meetings. Urgent decisions were approved by way of a circular resolution. The Supervisory Board was involved in all decisions of major significance to the company. The economic situation and the company's development prospects, as described in the reports furnished by the Management Board, were the subject of in-depth discussion.

Consolidated financial statements and audit

The annual financial statements for the 2013 financial year were prepared in compliance with the Austrian Commercial Code (UGB), and the consolidated financial statements for the 2013 financial year, 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 Wirtschaftsprüfung GmbH, Vienna, and awarded unqualified audit certificates.

The Supervisory Board has approved both the annual finan-cial 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 1.60 per share.

Pursuant to Section 270 (1) UGB, the Supervisory Board proposes that CONFIDA Süd Wirtschaftsprüfungs-gesellschaft m.b.H., Graz, be appointed to audit the financial statements and the consolidated financial statements for the 2014 financial year.

The Supervisory Board wishes to express its thanks to the company management and the entire workforce for their commitment during the 2013 financial year.

Vienna, March 2014

For the Supervisory BoardDr. Karl Grabner, Chairman

—superVisory

board report—

— neulAnd84

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, UKT: + 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 forwardlooking 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 prevail.

Editorial closing date: March 25, 2014

— neulAnd86

IMPRINTWaagner-Biro AG, Leonard-Bernstein-Strasse 10, 1220 Vienna, Austria. Responsible for the content: Martin Zinner and Thomas Jost. Concept and layout: Wien Nord advertising agency. Renderings: Cover, Page 02/03, 04/05: Lukas Spitaler. Photos: Page 02, 10/11, 17, 21: Archiv Waagner-Biro; Page 04, 14, 15, 20, 25, 30: Outline Pictures for Waagner-Biro; Page 06/07: Atelier Jean Nouvel; Page 18/19: Sandra Fockenberger for Waagner-Biro; Page 22: Werner Braun/Waagner-Biro; Page 26/27: Deutsches Theater München; Seite 29, 36/37: Zorlu Center Istanbul; Page 32: Qualter Hall & Co. Ltd; Page 33: Trevor Palin for Waagner-Biro. Print: Hans Jentzsch & Co GmbH.

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