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fsa:DepositsLongtermInvestmentsAndReceivablesMember iso4217:DKK pure shares The company’s and the Group’s activities comprise transportation, crane work, and turnkey solutions for installation of single wind turbines and wind energy parks as well as other related acitivities. The actitivities are primarily performed in the EMEA-countries and in the North-and South America. The activities are performed from the main office in Denmark and through foreign subsidiaries. The activities also includes services for wind turbines in the form of, inter alia, inspection, service, maintenance and repair. The Company achieved a net loss of DKK (‘000) 2,225 in 2015 against net result of DKK (‘000) 17,237 in 2014. The result can be explained by the difficult market conditions in the first half of the year and is considered unsatisfactory. In the On Shore Installation segment business developed satisfactorily adding new strategic clients as well as geographic markets to Total Wind A/S portfolio. The European market was characterized by a weak first half year and a strong second half year. Following a couple of weak years the Asian market is expected to regain strength. The Company has during 2015 strengthened the organization on both operational and management level to strengthen Company competitiveness and to ensure improved efficiency in all central areas. Particular focus is allocated to optimization of working capital and further improvement of cash management. The Company will continue the efforts in 2016. The Company expects to achieve satisfactory earnings in the coming years including 2016. Total Wind A/S markets maintain high focus on safety, work environment and local legislation to protect against social dumping and tax/social security evasions. Total Wind meets these requirements and sees a continued improvement in the competitive power. Total Wind is certified according to ISO 9001, ISO 14001 and OHSAS 18001. Quality assurance is vital to the Company as a business partner with the professional customers in the world market. The supplementary training activities increased in 2015 which will continue in the coming year. No events have occurred after the balance sheet date to this date which would influence the evaluation of this annual report. The Company foresees a positive result for the coming year. The outlook for the installation markets in mid to late 2016 for new turbines looks positive and Total Wind is in good position to secure orders in the market. Indications of increased demand for services within Total Wind’s core competences provide basis for confidence in the Company core strategy. Special risks The Company’s most significant operating risk is attached to the ability to be strongly positioned in the markets where the products are sold and to the ability to ensure that production prices are competitive. Foreign exchange risks The Company’s revenue and expenses are primarily in Euro. The foreign exchange risk is therefore in all material respects limited to the exchange risk of this currency. It is not the company’s policy to hedge this risk. No speculative foreign currency positions are entered into. Exchange adjustment of investments in subsidary enterprises and associates that are independent entities is recognized directly in the equity. Related exchange risks are generally not hedged bacause it is the company’s opinion that a current hedging of such long-term investments will not be optimal from an overall risk and cost viewpoint. Interest risks Considerable changes in the interest level will have a material direct impact on the earnings. The risk is considered insignificant. Jens Nygaard Laursen The Board of Directors and the Executive Board have today considered and approved the annual report of Total Wind A/S for the financial year 01.01.2015 - 31.12.2015. The annual report is presented in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the Entity’s financial position at 31.12.2015 and of the results of its operations for the financial year 01.01.2015 – 31.12.2015. We recommend the annual report for adoption at the Annual General Meeting. Birger Brix Jens Nygaard Laursen Lars Blavnsfeldt CEO chairman 71063000 42458000 815000 816000 115796000 136205000 1705000 660000 190430000 181169000 72114000 43488000 118316000 137681000 1006000 931000 45000 99000 54698000 33232000 7588000 5061000 5526000 39708000 52790000 9488000 3653000 53866000 73606000 1740000 2049000 9000 4202000 5284000 2168000 1499000 1939000 143257000 126761000 64214000 48419000 24747000 23279000 30917000 37520000 1034000 334000 20245000 14670000 2100000 2533000 3468000 2451000 3048000 2618000 12052000 8770000 -159000 1504000 61451000 76314000 -18071000 9123000 -5758000 19230000 -2225000 17237000 67164000 56845000 8485000 7190000 1122000 1136000 2302000 1241000 This annual report has been presented in accordance with the provisions of the Danish Financial Statements Act governing reporting class C enterprises (medium). Assets are recognised in the balance sheet when it is probable as a result of a prior event that future economic benefits will flow to the Entity, and the value of the asset can be measured reliably. Liabilities are recognised in the balance sheet when the Entity has a legal or constructive obligation as a result of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the value of the liability can be measured reliably. On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial recognition is effected as described below for each financial statement item. Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and measurement. Income is recognised in the income statement when earned, whereas costs are recognised by the amounts attributable to this financial year. Other fixtures and fittings, tools and equipment are measured at cost less accumulated depreciation and impairment losses. Cost comprises the acquisition price, costs directly attributable to the acquisition and preparation costs of the asset until the time when it is ready to be put into operation, including wages and costs that can be directly allocated to the asset. For financial leased assets the cost is equal to the lowest of the fair value and the net present value of the future lease payments, with addition of wages and costs related to improvements of leased assets, that can be directly allocated to the asset. The basis of depreciation is cost less estimated residual value after the end of useful life. Residual values are reviewed regularly. Straightline depreciation is made on the basis of the following estimated useful lives of the assets: Other fixtures and fittings, tools and equipment 3-8 years, with a residual value 0-30% Equipment are written down to the lower of recoverable amount and carrying amount. Investments in group enterprises are recognised and measured according to the equity method. This means that investments are measured at the pro rata share of the enterprises’ equity plus or minus unamortised positive, or negative, goodwill and minus or plus unrealised intra-group profits or losses. Group enterprises with negative equity are measured at DKK 0, and any receivables from these enterprises are written down by the Parent’s share of such negative equity value if it is deemed irrecoverable. If the negative equity value exceeds the amount receivable, the remaining amount is recognised under provisions if the Parent has a legal or constructive obligation to cover the liabilities of the relevant enterprise. Upon distribution of profit or loss, net revaluation of investments in group enterprises is transferred to Reserve for net revaluation according to the equity method under equity. Goodwill is calculated as the difference between cost of the investments and fair value of the assets and liabilities acquired. Goodwill is amortised over its estimated useful life which is normally 5 years, however in certain cases it may be up to 20 years. The amortisation period is longest for strategically acquired enterprises with a strong market position and a long-term earnings profile. Investments in group enterprises are written down to the lower of recoverable amount and carrying amount. Investments in associates are recognised and measured according to the equity method. This means that investments are measured at the pro rata share of the associates’ equity value plus or minus unamortised positive, or negative, goodwill and minus or plus unrealised pro rata internal profits and losses. Associates with negative equity are measured at DKK 0, and any receivables from these associates are written down by the share of such negative equity if it is deemed irrecoverable. If the negative equity value exceeds the amount receivable, the remaining amount is recognised under provisions if there is a legal or constructive obligation to cover the liabilities of the relevant associate. Upon distribution of profit or loss, net revaluation of investments in associates is transferred to Reserve for net revaluation according to the equity method under equity. Investments in associates are written down to the lower of recoverable amount and carrying amount.Receivables are measured at amortised cost, usually equalling nominal value less write-downs for bad and doubtful debts. The company applies structured sale of receivables to financial institution. At the event of sale the majority of the value is settled from the financial institution. Remaining settlement is received in accordance with the final payment from the end-customer to the financial institution or after an agreed time. This scheme applies the same type of risks to the company with respect to potential credit note issuance as if sale of the receivable had not taken place. Risk of lacking payment has been limited to 10% of the transferred amount. Inventories are measured at the lower of cost using the FIFO method and net realisable value. Cost consists of purchase price plus delivery costs. The net realisable value of inventories is calculated as the estimated selling price less completion costs and costs incurred to execute sale. Receivables are measured at amortised cost, usually equalling nominal value less write-downs for bad and doubtful debts. The company applies structured sale of receivables to financial institution. At the event of sale the majority of the value is settled from the financial institution. Remaining settlement is received in accordance with the final payment from the end-customer to the financial institution or after an agreed time. This scheme applies the same type of risks to the company with respect to potential credit note issuance as if sale of the receivable had not taken place. Risk of lacking payment has been limited to 10% of the transferred amount. Contract work in progress is measured at the selling price of the work carried out at the balance sheet date. The selling price is measured based on the stage of completion and the total estimated income from the individual contracts in progress. Usually, the stage of completion is determined as the ratio of actual to total budgeted consumption of resources. If the selling price of a project in progress cannot be made up reliably, it is measured at the lower of costs incurred and net realisable value. Each contract in progress is recognised in the balance sheet under receivables or liabilities other than provisions, depending on whether the net value, calculated as the selling price less prepayments received, is positive or negative. Costs of sales work and of securing contracts as well as financing costs are recognised in the income statement as incurred. Deferred tax is recognised on all temporary differences between the carrying amount and tax-based value of assets and liabilities, for which the tax-based value of assets is calculated based on the planned use of each asset. Deferred tax assets, including the tax base of tax loss carryforwards, are recognised in the balance sheet at their estimated realisable value, either as a set-off against deferred tax liabilities or as net tax assets. Current tax payable or receivable is recognised in the balance sheet, stated as tax calculated on this year's taxable income, adjusted for prepaid tax. Prepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at cost. Cash comprises cash in hand and bank deposits. 4686000 4407000 728000 693000 441000 35000 -162000 -3680000 -3476000 -683000 -594000 366000 89000 162000 Goodwill is included in the investments in group enterprises and amounts 4.996k DKK. 26231000 3509000 7588000 41000 374000 7588000 22722000 -333000 28467000 29723000 5020000 5152000 -263000 12000 803000 7444000 -3352000 -143000 Other financial liabilities are measured at amortised cost, which usually corresponds to nominal value. Revenue from the sale of manufactured goods and goods for resale is recognised in the income statement when delivery is made and risk has passed to the buyer. Revenue from the sale of services is recognised in the income statement when delivery is made to the buyer. Revenue is recognised net of VAT, duties and sales discounts and is measured at fair value of the consideration fixed. Contract work in progress is included in revenue based on the stage of completion so that revenue corresponds to the selling price of the work performed in the financial year (the percentage-of-completion method). Costs of raw materials and consumables comprise the consumption of raw materials and consumables for the financial year. Other external expenses include expenses relating to the Entity’s ordinary activities, including expenses for premises, stationery and office supplies, marketing costs, etc. This item also includes write-downs of receivables recognised in current assets. Income from investments in group enterprises are measured in the parent company’s income statement under the equity method. Income from investments in group associates are measured in the parent company’s income statement under the equity method. Other financial income comprises interest income, including interest income on receivables from group enterprises, net capital gains on transactions in foreign currencies as well as tax relief under the Danish Tax Prepayment Scheme etc. Other financial expenses comprise interest expenses, including interest expenses on payables to group enterprises, net capital losses on transactions in foreign currencies as well as tax surcharge under the Danish Tax Prepayment Scheme etc. Tax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the income statement by the portion attributable to the profit for the year and recognised directly in equity by the portion attributable to entries directly in equity. The Entity is jointly taxed with the parent company and all Danish subsidiaries of the parent company. The current Danish income tax is allocated among the jointly taxed entities proportionally to their taxable income (full allocation with a refund concerning tax losses). Staff costs comprise salaries and wages as well as social security contributions, pension contributions, etc for entity staff. Amortisation, depreciation and impairment losses relating to property, plant and equipment comprise amortisation, depreciation and impairment losses for the financial year, calculated on the basis of the residual values and useful lives of the individual assets and impairment testing as well as gains and losses from the sale of property, plant and equipment. Referring to section 112(1) of the Danish Financial Statements Act, no consolidated financial statements have been prepared. Financial highlights are defined and calculated in accordance with "Recommendations & Ratios 2010" issued by the Danish Society of Financial Analysts. Ratios Calculation formula Ratios reflect Equity ratio (%) Equity x 100 Total assets The financial strength of the Entity 118675000 113153000 -111287000 -112033000 -6000 -2000 1875000 1140000 612000 90000 981000 1221000 837000 649000 1888000 1968000 323000 1000 180000 334000 -5192000 1723000 1479000 -64000 128 112 5284000 2168000 2015-12-31 2015-01-01 27416837 Total Wind A/S Ikast-Brande Nordea 2016-05-30 Birger Brix We believe that the management commentary contains a fair review of the affairs and conditions referred to therein. 2016-05-30 Brande Gross profit or loss comprises revenue, work in progress, other operating income, cost of raw materials and consumables and external expenses. Management has had minor transactions with the Company. An amount of DKK 9k was stil outstanding at year end hence Management has been provided a longer time of credit than other customers. The amount has been paid subsequently. Prepayments include the share of prepaid costs that regards 2016. The Company participates in a Danish joint taxation arrangement in which Total Wind Group A/S serves as the administration company. According to the joint taxation provisions of the Danish Corporation Tax Act, the Company is therefore liable from 1 July 2012 for obligations, if any, relating to the withholding of tax on interest, royalties and dividend for the jointly taxed companies. Collateral securities provided for subsidiaries and group enterprises The Entity has guaranteed the bank debt regarding Total Wind Group A/S, Total Wind Equipment ApS and Total Wind Property ApS to the bankers. The Company has guaranteed for bank loans in Total Wind Service ApS. The maximum limit of the guarantee is DKK 16,200k. The Company has deposited a mortgage deed registrered to the mortgagor on unsecured claims of 42,000k DKK nominal. The Company has secured bank debt in Total Wind Service ApS and Total Wind Blades ApS by pledging the shares of Total Wind Service ApS and Total Wind Blades ApS as security. The Company has guaranteed the debt regarding the financial lease debt in Total Wind Equipment ApS to Nordea Finans. As of 31.12.2015 the total financial lease debt amounts to 20,991 k. DKK. The Company has issued letters of supports to the subsidiaries Total Wind Blades ApS and Total Wind Service ApS. The Company declares that it will add the required cash in order to meet the liabilities in the subsidiaries. 33963556 Deloitte Statsautoriseret Revisionspartnerselskab City Tower, Værkmestergade 8000 Aarhus C Denmark 89 41 41 41 1051000 1030000 190430000 181169000 45847000 53192000 500000 500000 32518000 28878000 12829000 23814000 1326000 1216000 414000 384000 942000 802000 143257000 126761000 -2225000 17237000 79073000 66412000 449000 779000 -3533000 1993000 12854000 10274000 -15079000 6963000 -2225000 17237000 -251000 -4868000 -4664000 4663000 12854000 10274000 -15079000 6963000 500000 500000 32518000 28878000 12829000 23814000 Group enterprises with negative equity are measured at DKK 0, and any receivables from these enterprises are written down by the Parent’s share of such negative equity value if it is deemed irrecoverable. If the negative equity value exceeds the amount receivable, the remaining amount is recognised under provisions if the Parent has a legal or constructive obligation to cover the liabilities of the relevant enter-prise. The Company has provisioned 384k DKK to mitigate potential tax risks. 455000 Total Wind Group A/S, Brande A-shares 500 500000 Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing and additional requirements under Danish audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Entity's preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as the overall presentation of the financial statements. In our opinion, the financial statements give a true and fair view of the Company’s financial position at 31.12.2015 and of the results of its operations for the financial year 01.01.2015 - 31.12.2015 in accordance with the Danish Financial Statements Act. Without modifying our opinion, we draw attentaion to that during the year Management has had minor transactions with the Company. An amount of DKK 9k was stil outstanding at year end hence Management has been provided a longer time of credit than other customers. We assess that this is a violation of the Danish Company Act § 210, and as a consequence, Management may be held liable. The amount has been paid subsequently. Pursuant to the Danish Financial Statements Act, we have read the management commentary. We have not performed any further procedures in addition to the audit of the financial statements. On this basis, it is our opinion that the information provided in the management commentary is consistent with the financial statements. On presentation of the annual report of the Company and the Group, Management has assumed that the annual report can be presented on a going concern basis. DKK 37m of the Group’s bank loan is to be renegotiated in August 2016, and in this connection the Group’s owners have declared that they will see to that any uncovered capital requirement in continuation thereof will be covered if, contrary to expectations, the bank facility is not extended. Other provisions comprise liabilies regarding investments in group companies. The cash flow statement for the company is included in the cash flow statement for the group and is therefore not included in the annual report for the company. Total Wind Group A/S, Brande holds all shares in the Company and has therefore controlling interest in the Company. Total Wind Canada Inc. Total Wind Romania LLC Total Wind Service ApS Total Wind Sverige AB Kusgoz Total Wind A.S Total Wind Brazil Ltda Total Wind Blades ApS Total Wind Maroc SARL Total Wind Poland Sp. Z.o.o. Total Wind Service Sp. z.o.o Total Wind UK Ltd. Total Wind GmbH Total Wind Benelux BV Total Wind Iberia Lda. Canada Romania Denmark Sweden Turkey Brazil Denmark Marrocco Poland Poland United Kingdom Germany Holland Portugal Inc. LLC ApS AB A.S Ltda ApS SARL z.o.o. z.o.o. Ltd. GmbH BV Lda. 100 100 100 64 51 75 100 100 80 100 70 100 70 100 Certion B.V. Netherlands B.V. 31.3 Årsrapport 1006000 931000 45000 99000 5061000 5526000 54698000 33232000 7588000 Regnskabsklasse C, mellemstor virksomhed To the owners of Total Wind A/S We have audited the financial statements of Total Wind A/S for the financial year 01.01.2015 - 31.12.2015, which comprise the accounting policies, income statement, balance sheet, statement of changes in equity and notes. The financial statements are prepared in accordance with the Danish Financial Statements Act. On presentation of the annual report of the Company and the Group, Management has assumed that the annual report can be presented on a going concern basis. DKK 37m of the Group’s bank loan is to be renegotiated in August 2016, and in this connection the Group’s owners have declared that they will see to that any uncovered capital requirement in continuation thereof will be covered if, contrary to expectations, the bank facility is not extended. Aarhus 2016-05-30 -804000 Management has had minor transactions with the Company. An amount of DKK 9k was stil outstanding at year end hence Management has been provided a longer time of credit than other customers. The amount has been paid subsequently. Sjællandsvej 5 7330 Brande Skt. Clemens Torv 2-6 8000 Aarhus C 33963556 Deloitte Statsautoriseret Revisionspartnerselskab City Tower, Værkmestergade 2 8000 Aarhus C Henrik Vedel Jacob Tækker Nørgaard State Authorised Public Accountant State Authorised Public Accountant 500 500000 On initial recognition, foreign currency transactions are translated applying the exchange rate at the transaction date. Receivables, payables and other monetary items denominated in foreign currencies that have not been settled at the balance sheet date are translated using the exchange rate at the balance sheet date. Exchange differences that arise between the rate at the transaction date and the one in effect at the payment date, or the rate at the balance sheet date are recognised in the income statement as financial income or financial expenses. Property, plant and equipment, intangible assets, inventories and other non-monetary assets that have been purchased in foreign currencies are translated using historical rates. Assets held for sale are measured at the lower of cost and net realisable value. Cost consists of purchase price plus delivery costs. The net realisable value of inventories is calculated as the estimated selling price less completion costs and costs incurred to execute sale. 3716000 3700000 815000 816000 6000 3716000 3700000 16000 -804000 804000 -3352000 -143000 3352000 143000 Revisionspåtegning -261000 The accounting policies applied for these financial statements are consistent with those applied last year, however the level of disclosures have decreased in accordance with the change from reporting class C (big) to reporting class C (medium). 2016-05-30