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.