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CENTROTEC The European Energy Saving Company

Q01Quarterly Report 01/2010Group Quarterly Report of

CENTROTEC Sustainable AG, Brilon

Business Performance | 2

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Highlights

Revenue

> Record revenue of EUR 103.1 million in Q1 (+6.5 % on previous year and also highest-ever

first-quarter revenue)

> Revenue growth in all segments despite exceptionally long, hard winter

> Almost 20 % revenue growth in Gas Flue Systems segment

> Very good business performance in France, position stabilised in Russia

> Share of German heating market increases yet again

Earnings

> Overproportional rise in earnings

- EBITDA + 72 %, from EUR 5.4 million in previous year to EUR 9.3 million

- EBIT more than trebles from EUR 1.4 million in previous year to EUR 5.1 million

> Positive investment result pushes up EBT to EUR 5.1 million (previous year

EUR -2.1 million)

> Earnings per share (EPS) reach EUR 0.19 (previous year EUR -0.14)

Forecast

> Rebound in energy prices adds further to appeal of energy-saving solutions

> Successful launches of own range of heat pumps and of integrated energy roof system

create fresh future potential

> Full-year forecast for 2010 is resoundingly confirmed:

- Revenue: EUR 480 to 500 million

- EBIT: EUR 30 to 32 million

- Earnings per share (EPS): EUR 1.10 to 1.20

Consolidated Key Figures

Total revenue 103,077 96,748 6.5

Climate Systems 67,194 65,983 1.8

Gas Flue Systems 27,366 22,939 19.3

Medical Technology & Engineering Plastics 8,517 7,826 8.8

Earnings

EBITDA 9,346 5,415 72.6

EBIT 5,116 1,367 274.2

EBIT yield (in %) 5.0 1.4

EBT 5,074 (2,125)

EAT 3,164 (2,359)

EPS (in EUR; basic) 0.19 (0.14)

Balance sheet structure*

Balance sheet total 384,766 379,646 1.3

Shareholders' equity 135,497 132,674 2.1

Equity ratio (%) 35.2 34.9

Property, plant and equipment 90,864 91,252 (0.4)

Intangible assets 37,339 37,542 (0.5)

Goodwill 60,948 60,914 0.1

Net financial liabilities 95,193 86,451 10.1

Net working Capital 64,437 53,642 20.1

31/03/2010[EUR '000]

Changes [Percent]

31/03/2009[EUR '000]

Net working Capital 64,437 53,642 20.1

Cash flow statement

Cash flow I (EAT & depreciation/ amortisation) 7,394 1,689 337.8

Cash flow from operating activities (4,281) 8,742

Cash flow from investing activities (4,475) (793) 464.3

Employees

Total (in FTE) 2,561 2,549 0.5

Shares

Number of shares*/** 16,704 16,610

Quaterly-high quotation*** 12.96 10.80

Quaterly-low quotation*** 9.15 6.05

Quartaly-end quotation*** 11.90 7.60

* Previous period is related to 31/12/2009

** Weighted average shares outstanding (basic; in thousand)

*** Quotation in EUR

Consolidated Key Figures | 3Q01 |

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Interim Group Management Report Development in revenue and earnings

In the first three months of the current financial year the CENTROTEC Group – hereinafter also

referred to as CENTROTEC – posted revenue growth of 6.5 %, taking it to EUR 103.1 million

(previous year EUR 96.7 million). Despite another long, hard winter this was therefore the

highest-ever first-quarter revenue for CENTROTEC, confirming the sound basis from the

group's clearly positive revenue performance since mid-2009. All three segments were able to

contribute towards this revenue growth. Ag group level, there were growth stimuli on both the

domestic and international markets despite the diverging fortunes of specific segments, as well

as from country to country. The revenue share generated outside the home markets of

Germany and the Netherlands nevertheless edged up to 37 %. This development was

substantially down to very good progress in the French market, but also in Belgium and certain

Southern European markets. The position in the markets of the former CIS moreover

stabilised.

Revenue Q1/2010 Q1/2009 Change by segment EUR million EUR million

Climate Systems 67.2 66.0 1.8 %

Gas Flue Systems 27.4 22.9 19.3 %

Medical Technology & Engineering Plastics 8.5 7.8 8.8 %

Total 103.1 96.7 6.5 %

The Climate Systems segment, which generates the highest revenue, achieved moderate

revenue growth of 1.8 %. It should be borne in mind that this area was affected the most by the

long winter and the restrictions that this imposed on the installation of heating, climate control

and ventilation solutions and solar thermal systems. On the other hand the Gas Flue Systems

segment enjoyed a rise in revenue of 19.3 % compared with the first quarter of the previous

year, albeit which had been weak. Having contracted markedly in the previous year, the

Medical Technology & Engineering Plastics segment, too, built on the process of stabilisation

that had begun towards the end of 2009 and posted revenue growth of 8.8 % in the first quarter

of 2010; both the Medical Technology and the Engineering Plastics areas contributed to this

positive performance.

By virtue of a below-average rise in expenses compared with growth in consolidated revenue,

the operating result at EBITDA level rose substantially to EUR 9.3 million (previous year EUR

5.4 million) and EBIT more than trebled to EUR 5.1 million (previous year EUR 1.4 million). In

view of the seasonality observed in the group's core areas and the very weak prior-year

quarter, this development should only be extrapolated over the full year with caution, but it

does particularly highlight the success of the earnings improvement programmes being

implemented on an ongoing basis throughout the CENTROTEC Group. Earnings before tax

(EBT) amounted to EUR 5.1 million (previous year EUR -2.1 million). This reflects the further

improvement in the interest result and especially the positive contribution of the investment


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result of EUR 1.3 million (previous year EUR -1.9 million). Earnings after tax (EAT) of EUR 3.2

million (previous year EUR -2.4 million) already include a temporarily elevated effective tax rate

due to local and seasonal non-recurring effects; it will, however, fall appreciably over the year

as a whole. Each CENTROTEC share thus represents earnings (EPS) of EUR 0.19 (previous

year EUR -0.14).

Development of the segments

Climate Systems

Revenue for the Climate Systems segment gained 2 % on the previous year in the first quarter

of 2010, reaching EUR 67.2 million (previous year EUR 66.0 million). This is a very welcome

development, bearing in mind the very harsh, protracted winter and how it hindered the

activities of the heating, ventilation, climate control and solar thermal industry. Because this

rise was higher than the industry average specifically in the domestic markets, the companies

of the CENTROTEC Group were again able to add significantly to their market shares in all

product areas in their core markets.

This revenue growth moreover had an disproportionate impact on earnings. EBITDA increased

by 19 % to EUR 4.6 million (previous year EUR 3.8 million), and EBIT was EUR 2.1 million or

55 % up on the prior-year level (EUR 1.3 million). The further improvement in the purchased

materials ratio played a key role in this development, more than compensating for the effect of

a slightly above-average rise in personnel expenses that was investment-driven. The

particularly sharp rise in EBIT was furthermore fuelled by depreciation and amortisation at the

prior-year level.

Key figures Q1/2010 Q1/2009 Change Climate Systems EUR '000 EUR '000

Revenue from third parties 67,194 65,983 1.8 %

Revenue from other segments 68 79

Change in inventories (367) 399

Cost of materials (30,862) (31,343) (1.5 %)

Personnel expenses (22,198) (21,810) 1.8 %

Other income and expense (9,272) (9,476) (2.2 %)

EBITDA 4,563 3,832 19.1 %

Depreciation and amortisation (2,508) (2,510) (0.1 %)

EBIT 2,055 1,322 55.4 %

The early response to the industry trend towards integrated systems and the fact that such

innovative, user-friendly, efficient system solutions have already been brought onto the market

pave the way for the segment's positive development in a market environment that remains

difficult both nationally and internationally. Another important landmark development is the


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market launch of our own range of heat pumps. The product range, comprising brine/water and

air/water systems, achieves competition-beating efficiency values (COP) and consequently

generated considerable customer interest at the product launch at exhibitions in Essen and

Nuremberg. Heat pumps, too, are thus expected to see their market shares rise in the medium

term.

The uncertain economic situation, the recent instability in subsidisation policies particularly in

Germany – with a reduction at the start of this year to be followed by a suspension of subsidies

for 2010 – the low energy prices over the year as a whole and the long winter are the main

factors behind the generally restrained demand. Nevertheless, specifically the palpable

rebound in energy prices since mid-2009 is already increasing the incentive to invest in more

efficient heating, ventilation and climate control technology, notwithstanding the effects of any

subsidies. This should give the overall market a renewed boost later on in the year. Following

their sharp contraction in 2009, the markets in the former CIS states but also in Southern and

Western Europe are now showing initial signs of a recovery.

The Climate Systems segment performed the groundwork for capitalising better on market

openings through capital expenditure of EUR 1.7 million (previous year EUR 1.6 million) in the

first quarter of the current financial year. The growing market shares and the positive business

performance in a nationally and internationally difficult market environment furthermore

highlight the strong position enjoyed by CENTROTEC companies in the future market of

energy-saving solutions. In light of this, CENTROTEC is confident of reaching the full-year

forecast for both revenue for the segment of EUR 320 to 330 million and the forecast of an

operating earnings margin slightly up on the previous year's level. The medium-term target for

the segment is organic growth of 8 to 10 % and an EBIT margin of 8 to 9 % based on further

market growth.

Gas Flue Systems

In the Gas Flue Systems segment the positive development in revenue from the second half of

2009 continued throughout the first three months of 2010, with revenue rising by 19 % to the

record level of EUR 27.4 million (previous year EUR 22.9 million). Compared with the weak

first quarter of 2009, the operating result (EBIT) showed a significant rise to EUR 2.7 million

and therefore reached an EBIT margin of 9.7 %. EBITDA, too, increased almost four-fold on

the same period of the previous year (EUR 1.0 million) to EUR 3.8 million.


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Key figures Q1/2010 Q1/2009 Change Gas Flue Systems EUR '000 EUR '000



Change in inventories 2,760 50

Cost of materials (15,573) (11,930) 30.5 %


Other income and expense (4,533) (4,069) 11.4 %

EBITDA 3,792 1,042 >100 %

Depreciation and amortisation (1,132) (960) 17.9 %

EBIT 2,660 82 >100 %

While revenue had fallen sharply in the prior-year quarter, among other reasons due to

customers reducing inventory levels, the positive revenue and earnings performance of the

segment in the opening months of the current financial year was underpinned by the further

spread of condensing boiler technology and, in particular, continuing good business progress

for technical roof products. Solar mounting systems and integrated photovoltaic systems again

enjoyed success; considerable revenue growth was achieved in the French and Belgian

markets in particular. The air ducting systems and the patented product Ubiflex that lends itself

particularly to use with solar systems also contributed towards beating the previous revenue

record (EUR 26.9 million) from the first quarter of 2008.

In the short term, the technical roof products area will enjoy further scope for growth from the

integrated energy roof system that was first unveiled to the public at the end of 2009 and is

now about to be brought onto the market in 2010. A leading player in the European and

international heating industry has moreover been acquired as a new customer for gas flue

systems, and the companies in the segment have been granted the vital UL test mark that will

now enable them to access the North American market. These three milestones are extending

the existing basis for growth that will remain substantially above the industry average.

Together with capital expenditure totalling EUR 1.2 million (previous year EUR 1.6 million) –

which focused on the segment-wide roll-out of ERP and an extension to a building at Brilon –

this paves the way for achieving the 2010 revenue forecast of EUR 130 to 140 million, with an

EBIT margin on a par with the previous year. On this basis, the medium-term forecast for

organic revenue growth averaging 10 to 12 % annually and a target EBIT margin in double

figures remain in our sights.


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Medical Technology & Engineering Plastics

The signs of stabilisation that appeared in the Medical Technology & Engineering Plastics

segment at the end of 2009 took on firmer contours in the first quarter of 2010 and the segment

increased its revenue by 8.8 % year on year to EUR 8.5 million (previous year EUR 7.8

million). This positive overall development was aided both by the steady performance of the

Medical Technology area, as last year, and by revenue growth for the Engineering Plastics

area, which had been badly affected by the economic crisis in 2009.

This palpable upswing in revenue for the segment led to EBITDA of EUR 0.9 million (previous

year EUR 0.5 million) and a return to positive territory for EBIT of EUR 0.3 million. Whereas

both these figures had still been just negative in the corresponding prior-year period, now that

revenue is rising the positive effects of implementing restructuring measures at an early stage

are becoming increasingly apparent.

Key figures Q1/2010 Q1/2009 Change Medical Technology & Engineer. Plastics EUR '000 EUR '000



Change in inventories 136 60

Cost of materials (2,887) (2,575) 12.1 %


Other income and expense (1,315) (1,404) (6.3 %)

EBITDA 925 541 70.9 %

Depreciation and amortisation (590) (578) 2.2 %

EBIT 335 (37) >100 %

Capital expenditure by the Medical Technology & Engineering Plastics segment amounted to

EUR 0.7 million in the first quarter (previous year EUR 0.3 million). It focused on the

construction of the new production, development and administration centre at the segment's

main location in Fulda. This provides an improved springboard for exploiting the opportunities

present in the Medical Technology area. Now that developments have stabilised in the

Engineering Plastics area too, CENTROTEC is confident of achieving the revenue forecast for

2010 of EUR 30 to 32 million, with a low single-digit earnings margin. Organic revenue growth

in excess of 10 % with an EBIT margin in the high single-digit or low double-digit range

remains the segment's medium-term target.

Development of investments

The 26.16 % investment in the listed CENTROSOLAR Group – hereinafter also referred to as

CENTROSOLAR – constitutes the most significant investment of the CENTROTEC Group that

is not comprehensively consolidated.


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The business performance in the first quarter of 2010 showed a continuation in the positive

trends that had already been clearly in evidence in the second half of 2009. Despite difficult

weather conditions, CENTRSOLAR's revenue rose again by 38 % to EUR 85.0 million

(previous year EUR 61.7 million). EBIT reached EUR 8.2 million (previous year EUR -7.3

million) and, along with the earnings after tax of EUR 4.4 million (previous year EUR -6.3

million), set a new record for a quarter. Earnings after tax of EUR 1.2 million are included in

CENTROTEC's EBT figure, in line with the latter's interest in the former.

This decidedly positive revenue and earnings performance that outstripped the company's own

expectations, despite the difficult situation in the photovoltaic market, is down to

CENTROSOLAR's value-added strategy based on intensive customer service and patented

technology components. This approach produced profitable revenue growth in Germany, Italy,

the USA and above all France. The focus on roof business proved particularly fruitful because

such systems attract special subsidies in a large number of countries and the company's well-

established customer service gives it a major competitive advantage. There are clear signs that

the positive trend will continue in the second quarter. In view of the proposed amendment to

the feed-in tariff in Germany mid-way through the year, the German market is nevertheless

expected to suffer from a downturn in revenue and margins from the third quarter on. However

expanding international business, which already accounted for 53 % of CENTROSOLAR's total

business volume in the first quarter, should compensate partly for this effect. The pressure on

margins will moreover be cushioned in part by further operational improvements. The progress

already achieved in the past in this respect is reflected in module manufacturing costs that are

the best in Europe, thanks to the cutting-edge module manufacturing facility in Wismar that has

recently been expanded to a capacity of 155 MWp.

On this basis, and bearing in mind that the forecast EBIT for the whole year should already be

achieved in the first half, CENTROSOLAR's management is able to reassert the full-year

revenue forecast of EUR 340 to 370 million. The operating result (EBIT) is expected to surpass

the forecast range of EUR 14 to 16 million. However, the forecast will probably not be adjusted

to reflect this until the second half of the current year.

Net worth and financial position

There were no material changes to the balance sheet structure in the first three months of the

current financial year compared with the end of the 2009 financial year.

As at the end of the first quarter, the balance sheet total of the CENTROTEC Group totalled

EUR 384.8 million and was therefore 1.3 % higher than at the end of 2009. The biggest

changes on the assets side were within current assets. Trade receivables grew from EUR 58.7

million to EUR 65.2 million. Cash and cash equivalents fell by approximately the same degree,

from EUR 35.4 million to EUR 30.1 million. Within non-current assets, the biggest change is

the EUR 1.3 million increase in investments to EUR 25.0 million following the pro rata share of

CENTROTEC in the result for the quarter of CENTROSOLAR.

On the equity and liabilities side of the balance sheet, shareholders' equity rose from

EUR 132.7 million to EUR 135.5 million as a result of ploughback of the result for the quarter.


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The equity ratio thus rose from 34.9 % at the end of 2009 to 35.2 % at the end of the quarter.

Net working capital (current assets less cash and cash equivalents, less current non-interest-

bearing liabilities) rose from EUR 53.6 million to EUR 64.4 million due to reporting date factors,

including the sharp rise in business activity particularly towards the end of the first quarter.

Compared with the same point in 2009, the rise of around 6 % reflected the revenue growth

achieved in the first quarter. Following the very sharp reduction in net financial liabilities in

2009, this item was up EUR 8.7 million on the position at December 31, 2009 to EUR 95.2

million. This was a consequence of the EUR 5.2 million fall in cash and cash equivalents to

EUR 30.1 million and the slight rise of EUR 3.5 million in financial liabilities to EUR 125.3

million. Compared with the position at December 31, 2009 net financial liabilities have

nevertheless come down by EUR 12.5 million. The aim for the year as a whole is to achieve a

further reduction in financial liabilities, albeit of not the same extent as in the previous year.

The rise in working capital drove cash and cash equivalents down from EUR 35.4 million at the

end of the 2009 financial year to EUR 30.1 million at March 31, 2010. Thanks to its existing

cash and cash equivalents and unutilised credit lines, CENTROTEC continues to have

adequate liquidity reserves.

Cash flow for the first three months of the current financial year was clearly negative compared

with the first three months of the previous year following the rise in working capital and the

continuing high level of capital expenditure. Overall, despite the increase in EBIT to EUR 5.1

million (previous year EUR 1.4 million) the net change in cash and cash equivalents was a fall

of EUR 10.6 million (previous year increase of EUR 4.8 million).

With regard to the cash flow from operating activities, the rise in inventories and in trade

receivables as a result of the improved business position (EUR -8.6 million) coupled with a fall

in trade liabilities (EUR -2.7 million) produced a negative cash flow of EUR 4.3 million. These

figures, which provide a snapshot at the reporting date, had still been positive at the end of the

corresponding prior-year quarter due to the very uncertain economic situation at the time and

CENTROTEC's adherence to a more restrictive financial policy in response; despite the much

worse EBIT in 2009 the cash flow from operating activities was thus positive at EUR 8.7

million.

Cash flow from investing activities reflects the ongoing intensive efforts of the CENTROTEC

Group to maintain and extend the operating basis for the future development of the group, and

led to a surplus of cash payments amounting to EUR 4.5 million (previous year EUR 0.8

million) in the first quarter of 2010.

The cash flow from financing activities amounted to EUR -1.9 million in the first three months of

the current financial year (previous year EUR 3.2 million). This figure represents the net capital

repayments of financial liabilities made during the quarter, based on the repayments schedule,

and should lead to a further drop in net financial liabilities of around EUR 10 million for the year

as a whole.


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Personnel

At March 31, 2010 the comprehensively consolidated companies of the CENTROTEC Group

employed a total of 2,665 people (previous year 2,639). Expressed as full-time equivalents

(FTE), this equated to 2,561 jobs. The average number of full-time equivalents for the first

quarter was 2,567, reflecting a slight rise on the corresponding prior-year figure (2,557 FTE).

These figures include a small number (13 FTE on March 31, 2010 / previous year 0) of

employees still on short-time in 2010, exclusively in the Engineering Plastics area of the

Medical Technology & Engineering Plastics segment.

Personnel expenses for the group climbed 3.6 % to EUR 32.6 million (previous year EUR 31.4

million) and therefore at a much slower rate than the 8.6 % rise in aggregate operating

performance. This brought the personnel expenses ratio down from 32.3 % in the first quarter

of 2009 to 30.9 % in the past quarter. This development, along with the renewed fall in the

purchased materials ratio in the first quarter, demonstrates the success of the ongoing group-

wide efforts to optimise its processes.

Shares

The price of CENTROTEC shares over the first few months of 2010 was clearly positive,

climbing around 40 % compared with the 2009 year-end price and therefore outperforming the

index to which it returned in 2008, the SDAX, by almost three times. There were two surges in

the trading price, each of them featuring high trading volumes. The first took place at the start

of January, when the shares rose from just over EUR 9 to around EUR 12. The second strong

upward movement took place after the reporting period, following publication of the full trading

figures for 2009, taking the shares up from EUR 11.90 at the end of the quarter to EUR 13.50

by mid-April. Sandwiched between these two surges, the trading price of CENTROTEC shares

performed a sideways shift with consistently high trading volumes.


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CENTROTEC share price performance (Xetra) from January to April 2010, source: www.ariva.de

At March 31, 2010 there continued to be 16,716,262 no-par value ordinary shares outstanding

of CENTROTEC Sustainable AG. The company holds 12,080 of these shares. The market

capitalisation of the CENTROTEC Group was therefore around EUR 200 million at the end of

the quarter.

After the period under review Impax Asset Management Limited reported that it has reduced its

CENTROTEC shareholding to less than three percent. Also after the reporting period, Fidelity

Funds SICAV reported that its shareholding had risen above three percent, and UBS Equity

Funds Management Company gave notice that it had moved below the three percent

threshold. Meanwhile, various national and international investment funds increased their

shareholdings or bought into the company for the first time. The analysts following

CENTROTEC moreover substantially increased their share price targets across the board

during the opening months of the current financial year.

Opportunities and risks

No material changes to the opportunities and risks for the group as presented for the 2009

financial year occurred during the period under review. Nor did the assessments, the methods

of risk identification and the measures derived from them for controlling risks change materially

compared with the view presented in the 2009 Group Management Report.


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Expectations

There has been clear evidence since the end of 2009, in the form of a growing number of

economic indicators, that the global economic situation is stabilising, allowing for a cautiously

optimistic view of the overall economic prospects for 2010. However, it is necessary to bear in

mind that there are still a wide variety of risks to the global economic recovery, with the result

that any forecast currently involves a greater degree of uncertainty than in previous years.

In recent years the market for energy efficiency and the use of renewable energies has

consistently achieved growth in excess of that of the overall economy. This market addressed

by CENTROTEC will remain of pre-eminent significance for the global economy, because the

efficient use of finite fossil fuels and their substitution with renewables constitute economical

and ecological imperatives. For this reason, the practice that emerged in Germany in May 2010

of cutting and abolishing subsidies for heating renovation and for the use of renewable ener-

gies sends out the wrong signal, and may unsettle consumers and make them more reluctant

to invest. Specifically the building sector offers the most potential for saving energy and cutting

CO2 emissions, and therefore leverages the attainment of climate protection targets. Investing

in saving energy fundamentally offers attractive payback periods that will continue to shorten

as energy prices rise further. Although state subsidies make the investment in energy-efficient

heating technology more attractive, in many cases they only marginally reduce the payback

period. Against the backdrop of the anticipated further rise in energy prices, a freeze on

subsidies should therefore not have any material impact on business in the medium term.

The CENTROTEC Group has already demonstrated in the past, through its efficient energy-

saving solutions for buildings, that it can navigate successfully through generally difficult

economic periods, of which 2009 was unquestionably one. This strength, which is based on

flexibility, innovativeness and closeness to the market, will remain the basis for successful

business performance in the current financial year. Revenue and earnings for the first quarter

of 2010 are well up on the reference figures for the previous year and for the record-breaking

year 2008, and therefore supply proof of the group's stable, profitable growth. The increased

market shares of recent years, in some cases by impressive amounts, moreover reflect the

outstanding market position of the CENTROTEC Group companies. Product innovations such

as Wolf's own range of heat pumps and the integrated energy roof system marketed jointly by

Ubbink and Wolf, but also the ongoing refinement of the existing product range, are a

springboard to building yet further on it and maintaining the positive development of the group

over years to come.

On this basis, the targets which CENTROTEC forecast for the group at the start of the year –

revenue of EUR 480 to 500 million, EBIT of EUR 30 to 32 million and earnings per share of

EUR 1.10 to 1.20 – are reasserted. The medium-term objective of the CENTROTEC Group is

organic revenue growth of around 10 %, coupled with an increased EBIT margin in the high

single-digit range.

Brilon, May 2010

The Management Board

Non-current assets

Goodwill 60,948 60,914

Intangible assets 37,339 37,542

Property, plant and equipment 90,864 91,252

Financial investments accountend for using the equity method 24,950 23,699

Loans and investments 1,732 715

Other assets 1,635 1,531

Deferred tax assets 3,827 3,827

221,295 219,480

Current assets

Inventories 59,996 57,024

Trade Receivables 65,174 58,723

Income tax receivable 684 769

Cash and cash equivalents 30,116 35,356

Other assets 7,501 8,294

163,471 160,166

Assets 384,766 379,646

Shareholders' equity

Share Capital 16,716 16,716

31/12/2009

31/03/2010 31/12/2009

Equity and Liabilitiesin EUR thousand

Assetsin EUR thousand

31/03/2010

Consolidated Statement of

Financial Position

Share Capital 16,716 16,716

Capital reserves 25,302 25,302

Treasury stock (112) (112)

Retained earnings and profit carryforward 90,652 85,577

Profit attributable to shareholders of CENTROTEC Sustainable AG 3,192 5,400

135,750 132,883

Minority interest presented within equity (253) (209)

135,497 132,674

Non-current liabilities

Pension provisions 22,545 22,253

Other provisions 11,659 11,396

Financial liabilities 88,053 90,080

Other liabilities 4,292 3,621

Deferred tax liabilities 16,546 16,727

143,095 144,077

Current liabilities

Other provisions 1,471 1,708

Income tax payable 5,735 6,042


Trade liabilities 29,037 31,402

Other liabilities 32,675 32,016

106,174 102,895

Equity and Liabilities 384,766 379,646

Consolidated Statement of Financial Position | 15Q01 |

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Revenues 103,077 96,748

Other income 2,139 1,554

Changes in inventories of finished goods and work in progress 2,529 509

Production for own fixed assets capitalised 672 749

Cost of purchased materials and services (48,571) (45,456)

Personnel expenses (32,569) (31,437)

Other expenses (17,931) (17,252)

EBITDA 9,346 5,415

Depreciation and amortisation (4,230) (4,048)

Operating income (EBIT) 5,116 1,367

Interest income 70 103

Interest expense (1,363) (1,674)

Result from equity investments 1,251 (1,921)

Result before income taxes (EBT) 5,074 (2,125)

Income taxes (1,910) (234)

01/01/201031/03/2010

01/01/200931/03/2009in EUR thousand

Consolidated Income

Statement

Net income (EAT) 3,164 (2,359)

Profit or loss attributable to minority interest (28) (24)Profit or loss attributable to shareholders of CENTROTEC Sustainable AG 3,192 (2,335)

EPS (Earnings per share in EUR)

Earnings per share (basic) 0.19 (0.14)

Earnings per share (diluted) 0.19 (0.14)

Weighted average shares outstanding (in units; basic) 16,704,182 16,570,194

Weighted average shares outstanding (in units; diluted) 16,776,161 16,613,182

Consolidated Income Statement | 16Q01 |

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Net income (EAT) 3,164 (2,359)

Exchange Rate differences on translation 79 (44)

Derivative financial instruments (771) (2,239)

Income tax relating to components of other comprehensive income 174 561

Other comprehensive income, net of tax (518) (1,722)

Total comprehensive income 2,646 (4,081)

Attributable to:

Minority interest (44) (22)

Shareholders of CENTROTEC Sustainable AG 2,690 (4,059)

01/01/201031/03/2010

01/01/200931/03/2009in EUR thousand

Consolidated Statement of

Comprehensive Income

Consolidated Statement of Comprehensive Income | 17Q01 | C

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Net income before interest and taxes (EBIT) 5,116 1,367

Depreciation and amortisation 4,230 4,048

Gain/ loss on disposal of fixed assets 13 (78)

Other non-cash items 150 (815)

Increase/ decrease in provisions 319 87

Increase/ decrease in inventories, trade receivables and other assets that cannot be allocated to investing or financing activities (8,649) 1,113Increase/ decrease in trade payables and other liabilities that cannot be allocated to investing or financing activities (2,681) 5,016Interest paid (1,195) (1,092)

Income tax paid (1,584) (904)

Cash flow from operating activities (4,281) 8,742

Purchase of property, plant and equipment/ intangible assets/ investments/ finanical assets loans receivable (4,503) (3,480)Proceeds from disposal of property, plant and equipment/ intangilbe assets/ investments/ financial assets/ loans receivable 28 2,687

Cash flow from investing activities (4,475) (793)

Proceeds from issuance of shares 0 35

Proceeds from financial liabilities 151 1,940

Repayment of financial liabilities (2,015) (5,154)

01/01/201031/03/2010

01/01/200931/03/2009in EUR thousand

Consolidated Statement of Cash

Flows

Repayment of financial liabilities (2,015) (5,154)

Cash flow from financing activities (1,864) (3,179)

Change in financial resources* (10,620) 4,770

Financial resources at the beginning of the financial year 19,716 4,401

Financial resources at the end of the period 9,096 9,171

* Cash and cash equivalents deducted of credits current account

Consolidated Statement of Cash Flows | 18Q01 | C

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January 1, 2010 16,716 25,302 (112) 2,076 663 (237) (2,315) 85,390 85,577 5,400 132,883 (209) 132,674

Transfer to revenue reserves 5,400 5,400 (5,400)

Change from exercise of options

Stock option plan 177 177 177 177

Comprehensive income 174 95 (771) (502) 3,192 2,690 (44) 2,646

Other changes

March 31, 2010 16,716 25,302 (112) 2,253 837 (142) (3,086) 90,790 90,652 3,192 135,750 (253) 135,497

January 1, 2009 16,582 25,068 (112) 1,452 210 (321) (390) 66,768 67,719 18,622 127,879 (75) 127,804

Transfer to revenue reserves 18,622 18,622 (18,622)

Change from exercise of options 7 28 35 35

Stock option plan 150 150 150 150

Comprehensive income

Consolidated Statement of Changes in Equity

Total capital to shareholders of

CENTROTEC Sustainable AG

Minority interest

presented within euity

Retainedearnings and

profitcarryforward

Deferred taxreserve

Profit attributable to shareholders

of CENTROTEC Sustainable AG

Fair Valueadjustment of

financialinstruments

Sum otherretained

earnings andprofit

carryforwardShare

CapitalCapitalreservein EUR thousand

Consolidated equity

Treasurystock

Stock optionreserve

Currencytranslation

differences inshareholders'

equity

Comprehensive income 561 (46) (2,239) (1,724) (2,335) (4,059) (22) (4,081)

Other changes

March 31, 2009 16,589 25,096 (112) 1,602 771 (367) (2,629) 85,390 84,767 (2,335) 124,005 (97) 123,908

Consolidated Statement of Changes in Equity | 19Q01 | C

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Consolidated Segment Reporting

Segment Structurein EUR thousandIncome Statement

01/01/201031/03/2010

01/01/200931/03/2009

01/01/201031/03/2010

01/01/200931/03/2009

01/01/201031/03/2010

01/01/200931/03/2009

01/01/201031/03/2010

01/01/200931/03/2009

01/01/201031/03/2010

01/01/200931/03/2009

Revenue from third parties 67,194 65,983 27,366 22,939 8,517 7,826 0 0 103,077 96,748

Revenue from other segments 68 79 514 201 103 112 (685) (392) 0 0

Changes in inventories of finished goods and work in progress (367) 399 2,760 50 136 60 0 0 2,529 509

Cost of purchased materials (30,862) (31,343) (15,573) (11,930) (2,887) (2,575) 751 392 (48,571) (45,456)

Personnel expenses (22,198) (21,810) (6,742) (6,149) (3,629) (3,478) 0 0 (32,569) (31,437)

Other expenses and income (9,272) (9,476) (4,533) (4,069) (1,315) (1,404) 0 0 (15,120) (14,949)

EBITDA 4,563 3,832 3,792 1,042 925 541 66 0 9,346 5,415

Depreciation and amortisation (2,508) (2,510) (1,132) (960) (590) (578) 0 0 (4,230) (4,048)

Segment result (EBIT) 2,055 1,322 2,660 82 335 (37) 66 0 5,116 1,367

Interest income 54 47 15 53 1 3 0 0 70 103

Interest expense (667) (1,043) (545) (453) (151) (178) 0 0 (1,363) (1,674)

Result from equity investments 0 0 1,251 (1,921) 0 0 0 0 1,251 (1,921)

EBT 1,442 326 3,381 (2,239) 185 (212) 66 0 5,074 (2,125)

Income taxes (713) (246) (1,035) 14 (144) (2) (18) 0 (1,910) (234)

Net income (EAT) 729 80 2,346 (2,225) 41 (214) 48 0 3,164 (2,359)

Profit or loss attributable to minority interest 0 (1) (28) (23) 4 (10) (4) 10 (28) (24)

Profit or loss attributable to shareholders CENTROTEC Sustainable AG 729 81 2,374 (2,202) 37 (204) 52 (10) 3,192 (2,335)

Balance sheet key figures*

TOTALClimate Systems Gas Flue SystemsMedical Technology &

Engineering Plastics Consolidation

Balance sheet key figures*

Assets** 220,969 218,569 98,360 98,937 34,238 33,191 6 (61) 353,573 350,636

Financial investments accounted for using the equity method 0 0 24,950 23,699 0 0 0 0 24,950 23,699

Loans and investmens 703 715 1,029 0 0 0 0 0 1,732 715

Entitlement to income tax rebates*** 4,511 4,596

Liabilities 71,982 69,162 23,883 28,374 5,814 4,860 0 0 101,679 102,396


Income tax payable*** 22,281 22,769

InvestmentsTotal investments in property, plant, equipment and intangible assetss **** 1,767 1,609 1,196 1,604 662 277 0 0 3,625 3,490

* Previous year is related to December 31, 2009

** Excl. financial investments accounted for using the equity method, loans and investments as well as entitlement to income tax rebates ***

*** Including deferred tax

**** Incl. goodwill and figures out of business combinations

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Notes to the Consolidated Financial Statements | 21

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Notes to the Consolidated Financial

Statements

Corporate information

The CENTROTEC Group – hereinafter also referred to as CENTROTEC – is an international

group focusing on the development, manufacturing and sale of system solutions that promote

energy efficiency and use renewable energies in buildings. In addition to its existing business

activities, CENTROTEC regards its business purpose as including the establishment and

acquisition of new business areas and companies.

The group parent, CENTROTEC Sustainable AG with registered office in Brilon, is listed in the

Prime Standard in the SDAX index under the stock exchange codes CEV, WKN 540750 and

ISIN DE 0005407506 of the Frankfurt Stock Exchange. It is entered on the Commercial

Register of the Local Court of Arnsberg, Germany, under the number HRB 2161. The

company's head office is located at Am Patbergschen Dorn 9, 59929 Brilon, Germany.

CENTROTEC Sustainable AG is not part of a superordinate group, and is the ultimate parent

company of the group presented in these quarterly financial statements. Further financial and

corporate information on CENTROTEC is available from the above address, or on the

homepage www.centrotec.de.

Accounting standards and policies

These Quarterly Financial Statements at March 31, 2010 have been prepared in accordance

with the International Financial Reporting Standards (IFRS) for interim financial reporting

issued by the International Accounting Standards Board (IASB), as applicable within the

European Union (EU), taking account of Section 315a (1) of German Commercial Code. All

IFRS standards, and in particular IAS 34 (Interim Financial Reporting), that were valid at the

reporting date and the application of which was mandatory at that date, have been applied.

The accounting policies explained in the Consolidated Financial Statements for 2009 have

likewise been applied in this Quarterly Report, except in the case of amendments to standards

to be applied for the first time, and apply correspondingly. The Quarterly Report should

therefore be read in conjunction with the audited Consolidated Financial Statements at

December 31, 2009. These Quarterly Financial Statements and the Quarterly Management

Report have not been audited in accordance with Section 317 of German Commercial Code,

nor have they been subjected to any scrutiny by an independent auditor.

The reporting date for the quarter for all companies included in the quarterly consolidated

financial statements is March 31, 2010. The financial statements have been prepared in euros;

unless otherwise indicated, the amounts quoted refer to thousand euros (EUR thousand). For

mathematical reasons, there may be rounding differences of +/- one unit.


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The Management Board points out that the future-related statements made in the quarterly

financial statements are based on current expectations, assumptions and estimates. These

statements are not to be interpreted as guarantees that the forecasts made will prove correct.

Rather, future developments and occurrences are dependent on a wide range of factors that

are subject to risks and uncertainties, the influencing factors of which lie outside the sphere of

influence of CENTROTEC. Actual developments may therefore depart from any implicit or

explicit future-related statements made.

Corporate and investment structure

All direct and indirect subsidiaries of the parent company and group parent are included in the

Consolidated Financial Statements of CENTROTEC. There have been no changes in

consolidation since the annual financial statements at December 31, 2009.

The business activities of CENTROTEC are classified according to the segments Climate

Systems, Gas Flue Systems, and Medical Technology & Engineering Plastics.

Detailed information on the CENTROSOLAR Group, which is accounted for by the equity

method, is contained in its Quarterly Report at December 31, 2010. That report is available at

www.centrosolar.com.

Notes on the Quarterly Financial Statements

- Recognition and measurement aspects

Compared with the position at December 31, 2009, investments and loans originated by the

enterprise include the amount of EUR 1 million for a company that was purchased in the first

quarter. No IFRS 3 accounting takes place because only intangible assets in the form of

patents, and no business operations, were acquired. The company is not operational so for

reasons of economy and in view of its lesser significance for the net worth, financial position

and financial performance of the CENTROTEC Group it is recognised at cost and reported

under investments and loans originated by the enterprise instead of being included in

consolidation.

Detailed notes on the income statement, balance sheet and cash flow statement can be found

in the sections "Development in revenue and earnings" and "Net worth and financial position"

of the Interim Consolidated Financial Statements.

- Related party disclosures

Within CENTROTEC, goods and services are purchased by a large number of business

partners. They are also supplied by or to persons or companies who can be classified as

related parties. Transactions with these persons or companies are conducted at arm's length.

Transactions with related parties were presented comprehensively in the Consolidated

Financial Statements for 2009. All reciprocated services such as the use of infrastructure are


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billed on generally accepted market terms (arm's length principle). The same applies to service

relationships between CENTROTEC and companies which are accounted for using the equity

method. The CENTROSOLAR Group procured goods and services to the value of approx.

EUR 2.6 million from CENTROTEC, and CENTROTEC procured goods and services to the

value of around EUR 1.1 million from the CENTROSOLAR Group.

- Reportable security holdings and options

The totals of reportable shares and stock options at March 31, 2010 are shown in the following

table.

Management Board Shares Options*

Dr Gert Jan Huisman 78,704 225,023

Anton Hans 0 53,593

Alfred Gaffal 7,000 117,931

Dr Christoph Traxler 5,140 159,456

Supervisory Board Shares Options*

Guido A Krass 2,400,000 0

Dr Bernhard Heiss 45,550 0

Christian C Pochtler 0 0 CENTROTEC

Shares

Options*

Ordinary shares 16,716,262 0

Treasury stock 12,080 0

* The maximum possible number of options has been indicated. How many options can actually be exercised depends

on the attainment of specified targets.

- Contingent liabilities

There has been no significant change in contingent liabilities since the balance sheet date of

December 31, 2009.

- Dividend payments

No dividend payment is envisaged for the 2009 financial year.


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Significant events occurring after the reporting date for the quarter

- Change in the capital stock and the number of shares

28,724 options were exercised in April on the basis of the stock options scheme. As a result,

the capital stock rose by a further EUR 28,724 or 28,724 shares at the start of the second

quarter, to a present EUR 16,744,986, divided into 16,744,986 ordinary shares.

- Other significant events occurring after the reporting date for the quarter

There were no other changes after the reporting date for the quarter.

Management Board and Supervisory Board

- The members of the Management Board at the reporting date were:

Dr Gert-Jan Huisman, Nijkerk, Netherlands, merchant, CEO

Anton Hans, Apeldoorn, Netherlands, merchant, CFO

Alfred Gaffal, Mainburg, Germany, merchant

Dr Christoph Traxler, Fulda, Germany, physicist

- The members of the Supervisory Board at the reporting date were:

Guido A Krass, Zurich, Switzerland, entrepreneur (Chairman)

Dr Bernhard Heiss, Munich, Germany, entrepreneur

Christian C Pochtler, MA, Vienna, Austria, entrepreneur

Other particulars

- Corporate Governance Code

The Management Board and Supervisory Board of CENTROTEC Sustainable AG have,

pursuant to Section 161 of German Stock Corporation Law, declared the extent to which they

have complied with and will comply with the recommendations of the Government Commission

on the German Corporate Governance Code. The regularly submitted declarations and

explanations are permanently available on the website of CENTROTEC Sustainable AG.

Brilon, May 12, 2010

Responsibility Statement by the Management | 25

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Responsibility Statement by the Management

In accordance with German Securities Trading Law (WpHG) in conjunction with German

Commercial Code (HGB), the Management Board declares:

To the best of our knowledge, and in accordance with the applicable reporting principles for

interim financial reporting, the interim consolidated financial statements give a true and fair

view of the assets, liabilities, financial position and profit or loss of the group, and the interim

management report of the group includes a fair review of the development and performance of

the business and the position of the group, together with a description of the principal

opportunities and risks associated with the expected development of the group for the

remaining months of the financial year.

The Management Board

Brilon, May 12, 2010

> 30 %

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Financial Calendar 2010

May 12 Publication of 01/2010 Quarterly Report

May 20 Shareholders' Meeting, Brilon, Kolpinghaus

August 12 Publication of 02/2010 Quarterly Report

November 11 Publication of 03/2010 Quarterly Report

November 22 – 24 German Equity Forum, Frankfurt am Main

centrotec sustainable ag, brilon · centrotec interim group management report interim group...

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