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Scope of consolidated financial statements/acquisitions

The changes made in the scope of consolidated financial statements during the reporting period were as follows:

 

 

Full consolidation

 

Proportionate consolidation

 

Equity method

 

 

 

 

 

 

 

As of April 1, 2014 as originally reported

 

295

 

2

 

11

Adjustment under IFRS 11

 

 

 

–2

 

2

As of April 1, 2014 retroactively adjusted

 

295

 

0

 

13

Acquisitions

 

1

 

 

 

 

Change in consolidation method

 

 

 

 

 

 

Additions

 

7

 

 

 

 

Disposals

 

–1

 

 

 

 

Reorganizations

 

–6

 

 

 

 

Divestments or disposals

 

–21

 

 

 

–1

As of December 31, 2014

 

275

 

0

 

12

Of which foreign companies

 

216

 

0

 

5

 

 

 

 

 

 

 

 

The following entities were deconsolidated during the first three quarters of the business year 2014/15:

Name of entity

 

Full consolidation in the business year 2013/14

Eschmann-Stahl Portugal-Acos Finos e Transformacao de Ferramentas, Unipessoal Lda. – em Liquidacao

voestalpine Treasury Holding GmbH

Flamco GmbH

Flamco s.a.r.l.

Flamco Flexcon B.V.

Flamco Flexcon Ltd.

Flamco STAG Behälterbau GmbH

Flamco Heating Accessories (Changshu) Co., Ltd.

Flamco AG

Flamco STAG GmbH

Flamco B.V.

Flamco Ltd.

Flamco Holding B.V.

Flamco Kft.

Flamco IMZ B.V.

Flamco Sp. z o.o.

W E M E F A Horst Christopeit Gesellschaft mit beschränkter Haftung

ASSAB Technology (Malaysia) Sdn Bhd

Eifeler France S.a.r.l.

voestalpine Polynorm Van Niftrik B.V.

voestalpine Polynorm Plastics B.V.

voestalpine Rotec France S.A.

 

Reorganization

VA OMV Personalholding GmbH

Advanced Railway Systems GmbH

E B C Eifeler Beschichtungs - Center GmbH

Eifeler Nord Coating GmbH Entwicklungscenter für Dünnschichttechnologien

Eifeler Süd-Coating GmbH

voestalpine Straßensicherheit GmbH

 

Proportionate consolidation in the business year 2013/141

voestalpine Tubulars GmbH

voestalpine Tubulars GmbH & Co KG

 

Equity method in the business year 2013/14

Herzog Coilex GmbH

 

1 Already retroactively adjusted due to the application of IFRS 11.

On July 4, 2014, the voestalpine Group agreed with the Dutch industrial group Aalberts Industries N.V. that it would sell all of its shares in the Flamco Group (part of the operating segment Metal Forming Division), headquartered in Bunschoten (NL). In the voestalpine consolidated financial statements, the Flamco Group is recorded as Heating & Installation Components, an independent entity, and it was deconsolidated in the second quarter of 2014/15. The sale closed as of August 13, 2014. The decisive factor behind the divestment was Flamco’s increasingly strong divergence from the strategic core business of voestalpine (lack of synergies within the Metal Forming Division and significant differences in its customer portfolio compared to the other division companies). The Flamco Group has been part of the voestalpine Group for over a decade, and it develops, produces, and markets branded quality components for HVAC systems worldwide. Flamco has production facilities in the Netherlands, Germany, UK, and China. With almost 700 employees worldwide, most recently, the company generated annual revenues of around EUR 125 million.

The disposal had the following effect on the interim consolidated financial statements:

 

 

Recognized values

 

 

 

Non-current assets

 

33.3

Current assets

 

51.2

Non-current provisions and liabilities

 

–5.6

Current provisions and liabilities

 

–21.9

Net assets

 

57.0

 

 

 

Consideration received

 

115.0

Cash and cash equivalents disposed of

 

–4.5

Net cash inflow

 

110.5

 

 

 

 

 

In millions of euros

On September 30, 2014, the voestalpine Group agreed with the Austrian POLYTEC Group that it would sell all of its shares in voestalpine Polynorm Van Niftrik B.V and voestalpine Polynorm Plastics B.V. (together voestalpine Plastics Solutions). The sale closed as of November 26, 2014. These two entities are part of the operating segment Metal Forming Division, and they were deconsolidated in the third quarter of 2014/15. The decisive factor behind this sale is the company’s rapidly increasing strategic divergence from voestalpine’s core business. Last year, the Plastics Solutions business segment generated revenue of around EUR 120 million at the two Dutch sites Putte and Roosendaal and employed a staff of almost 700 persons. Its products include underfloor paneling components, acoustic and exterior components for commercial vehicles as well as non-automotive products. The major customers are primarily European OEMs (original equipment manufacturers). In the future, these fields of application, including hybrid components, will be covered by strategic partnerships with global manufacturers.

The disposal had the following effect on the interim consolidated financial statements:

 

 

Recognized values

 

 

 

Non-current assets

 

7.8

Current assets

 

41.6

Non-current provisions and liabilities

 

–6.9

Current provisions and liabilities

 

–23.7

Net assets

 

18.8

 

 

 

Consideration received

 

17.2

Cash and cash equivalents disposed of

 

–7.6

Net cash inflow

 

9.6

 

 

 

 

 

In millions of euros

The following entities were included in the interim consolidated financial statements for the first time during the first three quarters of the business year 2014/15:

Name of entity

 

Interest in %

 

 

 

Full consolidation

 

 

voestalpine Böhler Welding UTP Maintenance GmbH

 

100.000%

voestalpine Böhler Welding Trading Asia Pacific Singapore

 

100.000%

voestalpine Automotive Bodyparts Shenyang Co., Ltd.

 

100.000%

voestalpine Rail Center Königsborn GmbH

 

100.000%

voestalpine Wire Austria GmbH

 

100.000%

voestalpine Railway Systems (Thailand) Co., Ltd.

 

99,950%

voestalpine Böhler Welding Northeast Asia Ltd.

 

100,000%

voestalpine Trafilerie Industriali S.p.A.

 

100,000%

 

 

 

Equity method1

 

 

voestalpine Tubulars GmbH

 

50.000%

voestalpine Tubulars GmbH & Co KG

 

49.985%

 

 

 

1 Already retroactively adjusted due to the application of IFRS 11.

Additions to the scope of consolidated financial statements of fully consolidated entities include one acquisition, six newly established companies and one spin-off. voestalpine Tubulars GmbH and voestalpine Tubulars GmbH & Co KG were proportionately consolidated up to March 31, 2014, and, beginning with the business year 2014/15, the equity method is being applied.

In accordance with IFRS 3, the acquired companies are included in the interim consolidated financial statements at the fair value carried forward of the acquired assets, liabilities, and contingent liabilities determined as of the acquisition date, including depreciation and amortization as appropriate. In accordance with IFRS 3, assets and liabilities shall be considered provisional due to time constraints and due to uncertainty in their valuation.

The increase of majority interests is treated as a transaction between owners. The difference between the costs of acquisition for the additional shares and the pro-rated carrying value of the non-controlling interests is recognized directly in equity. During the first three quarters of the business year 2014/15, EUR 9.7 million (2013/14: EUR 6.2 million) was paid for the acquisition of non-controlling interests or provisions were formed for the payment thereof. Non-controlling interests amounting to EUR 7.0 million (2013/14: EUR 4.1 million) were derecognized, and the remaining amount of EUR 2.7 million (2013/14: EUR 2.1 million) was recognized directly in equity.

Put options granted to non-controlling shareholders in exchange for their shares in Group companies are recorded in the statement of financial position as liabilities stated at fair value. If the risks and rewards associated with ownership of a non-controlling interest have already been transferred at the time the majority interest was acquired, an acquisition of 100% of the entity is assumed. If, however, the risks and rewards have not been transferred, the non-controlling interest continues to be shown in equity. The liability is covered by a direct transfer from retained earnings with no effect on profit or loss (double credit approach).

Outstanding put options, which are offset against equity, had a fair value of EUR 0.6 million (March 31, 2014: EUR 5.7 million) as of December 31, 2014.

voestalpine Wire Technology GmbH, a company in the Metal Engineering Division of the voestalpine Group, has acquired 100% of Italian company Trafilerie Industriali S.p.A., a specialist in the production of drawn wire. It has a staff of around 80 employees and generated annual revenue of EUR 43.8 million in 2013. In acquiring Trafilerie Industriali S.p.A., voestalpine Wire Technology GmbH is gaining a leading Italian manufacturer of wire, which produces around 50,000 tons annually, thereby extending its own portfolio of drawn and blank wire. In the future, the company will be operating under the name voestalpine Trafilerie Industriali S.p.A.

The acquisition had the following effect on the interim consolidated financial statements:

 

 

Recognized values

 

 

 

Non-current assets

 

23.3

Current assets

 

6.0

Non-current provisions and liabilities

 

–2.6

Current provisions and liabilities

 

–0.1

Net assets

 

26.6

 

 

 

Goodwill/badwill

 

8.6

Costs of acquisition

 

35.2

 

 

 

Cash and cash equivalents acquired

 

–0.4

Net cash outflow

 

34.8

 

 

 

 

 

In millions of euros

With regard to the aforementioned acquisition, it can be assumed that tax deductions can be claimed for portions of the recognized goodwill insofar as they are deductible for corporate income tax purposes under current law. This has not yet been determined. However, the amounts are immaterial and negligible for the voestalpine interim consolidated financial statements.

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About voestalpine

The voestalpine Group is a steel-based technology and capital goods group that operates worldwide. With its top-quality products, the Group is one of the leading partners to the automotive and consumer goods industries in Europe and to the oil and gas industries worldwide.

Facts

50 Countries on all 5 continents
500 Group companies and locations
46,461 Employees (FTE, 12/31/2014)

Earnings FY 2013/14

€ 11.2 Billion

Revenue

€ 1.4 Billion

EBITDA

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