The following entities were included in the consolidated financial statements for the first time during the business year 2016/17:
Name of entity |
|
Interest in % |
|
Date of initial consolidation |
|
|
|
|
|
Full consolidation |
|
|
|
|
ASSAB Steels Vietnam Company Limited |
|
100.000% |
|
April 1, 2016 |
voestalpine Rotec Summo Corp. |
|
100.000% |
|
June 1, 2016 |
voestalpine Rotec Summo de Mexico S. de R.L. de C.V. |
|
100.000% |
|
July 11, 2016 |
voestalpine Steel Trading (Shenyang) Co., Ltd. |
|
100.000% |
|
July 26, 2016 |
voestalpine Additive Manufacturing Center Singapore Pte. Ltd |
|
100.000% |
|
September 29, 2016 |
voestalpine SIGNALING USA Inc. |
|
100.000% |
|
November 4, 2016 |
voestalpine Boehler Welding USA Technology LLC |
|
100.000% |
|
November 4, 2016 |
voestalpine Automotive Components Aguascalientes S. de R.L. de C.V. |
|
100.000% |
|
November 8, 2016 |
voestalpine Tubulars Al Bassam Company Limited |
|
51.000% |
|
January 18, 2017 |
voestalpine Technology Institute (Asia) Co. Ltd. |
|
100.000% |
|
March 22, 2017 |
voestalpine Treasury Holding GmbH |
|
100.000% |
|
March 29, 2017 |
The additions to the scope of consolidated financial statements of fully consolidated entities include one acquisition, eight newly established subsidiaries, and the consolidation of two entities not previously included in the scope of the consolidated financial statements.
In accordance with IFRS 3, the acquired companies are included in the 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. The carrying amount of the non-controlling interests is determined based on the fair values carried forward for the assets and liabilities acquired. With regard to the first-time full consolidations in accordance with IFRS 3, due to time constraints and the fact that not all valuations have been completed, the following items are to be considered provisional: property, plant and equipment, intangible assets, inventories, and provisions—and consequently goodwill as well.
The increase in majority interests is treated as a transaction between owners. The difference between the costs of acquisition of additional shares and the pro-rated carrying amount of the non-controlling interests is recognized directly in equity. During the reporting period, EUR 3.8 million (2015/16: EUR 2.4 million) was paid for the acquisition of non-controlling interests or provisions were formed for the payment thereof. Non-controlling interests amounting to EUR 2.2 million (2015/16: EUR 0.0 million) were derecognized and the remaining amount of EUR 1.6 million (2015/16: EUR 2.4 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 are not transferred, the non-controlling interests continue 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 0.3 million (March 31, 2016: EUR 0.2 million) as of March 31, 2017. For the purposes of the valuation, the discounted cash flow method was applied, taking the contractual maximum limits into account. Input factors in the discounted cash flow method include but are not limited to the medium-term business plan and the discount rate.
On July 11, 2016, voestalpine Rotec GmbH, which is part of the voestalpine Group’s Metal Forming Division, acquired assets from the sellers (asset deal) for the newly established voestalpine Rotec Summo Corp. (headquartered in Burlington, Canada) as well as 100% of the shares (share deal) for the subsequently renamed voestalpine Rotec Summo de Mexico S. de R.L. de C.V. (headquartered in Apodaca, Mexico) as part of a hybrid deal. At both locations (Canada: 135 employees; Mexico: 165 employees; an annual revenue of around EUR 40 million was most recently generated), automotive tube components are manufactured for the North American market. The primary strategic considerations of the deal are the expanded access to the North American market (NAFTA countries) by the voestalpine Rotec Group, the direct proximity of the Mexican site to a large number of local OEMs, and the expansion of market leadership in tube components for passive safety equipment.
These acquisitions have the following impact on the consolidated financial statements:
|
|
Recognized values |
|
|
|
Non-current assets |
|
16.8 |
Current assets |
|
9.6 |
Non-current provisions and liabilities |
|
–2.4 |
Current provisions and liabilities |
|
–3.6 |
Net assets |
|
20.4 |
Goodwill |
|
6.9 |
Costs of acquisition |
|
27.3 |
Cash and cash equivalents acquired |
|
–0.2 |
Purchase price not yet paid |
|
–3.9 |
Net cash outflow |
|
23.2 |
|
|
|
In millions of euros |
Goodwill of EUR 6.9 million results from the profit potential of the company which cannot be allocated to individual capitalizable items according to IFRS, and in particular its extensive expertise in the technology used in the processing of tubes, and access to the automotive market in North America. Goodwill is assigned completely to the “Tubes & Sections” unit, which carries the goodwill. Goodwill of EUR 4.1 million is expected to be deductible for tax purposes.
Since their initial consolidation, these acquisitions have contributed revenue of EUR 27.4 million to consolidated revenue. Their share of the Group’s profit after tax was EUR 0.7 million for the same period. The consolidated revenue would have been EUR 9.7 million higher and the Group’s profit after tax would have been EUR 0.7 million higher if the acquisitions had been consolidated as of April 1, 2016.
As part of the first-time full consolidation of voestalpine Rotec Summo de Mexico S. de R.L. de C.V. and voestalpine Rotec Summo Corp., fair values for trade receivables of EUR 4.2 million (gross carrying amount: EUR 4.2 million) and other receivables of EUR 0.6 million (gross carrying amount: EUR 0.6 million) were taken over. Receivables that are expected to be uncollectible are considered immaterial and negligible. Acquisition-related costs of EUR 0.5 million were recognized in other operating expenses for this acquisition.
On November 7, 2016, voestalpine SIGNALING USA Inc. (Wyoming, USA), a wholly owned subsidiary of voestalpine SIGNALING Siershahn GmbH, Germany, and company of the Metal Engineering Division that was newly established on November 4, 2016, acquired the assets and took over seven employees of DataTraks Inc., based in Loveland, Colorado (USA), as part of an asset deal. The company produces and markets acoustic monitoring systems for railway signaling applications. The strategic background to the establishment of voestalpine SIGNALING USA Inc. and the acquisition of the assets of DataTraks is the creation of a local support center to assist with the market launch of railway monitoring products in the NAFTA market with the advantage of acquiring a complete setup in this business field including the existing service business, experienced employees, and in particular expertise in acoustic monitoring (ABM). The platform created offers the possibility to quickly establish internal, cost-effective product development in the area of ABM and to potentially place HBD (hot-box detector) and WILD (wheel impact load detector) systems in the US market.
This acquisition has the following impact on the consolidated financial statements:
|
|
Recognized values |
|
|
|
Non-current assets |
|
0.6 |
Net assets |
|
0.6 |
Goodwill |
|
0.1 |
Costs of acquisition |
|
0.7 |
Net cash outflow |
|
0.7 |
|
|
|
In millions of euros |
Goodwill of EUR 0.1 million, which is not eligible for corporate tax deductions, reflects the growth prospects for the placement of SIGNALING products.
Since its initial consolidation, this acquisition has contributed revenue of EUR 0.1 million to consolidated revenue. Its share of the Group’s profit after tax was EUR –0.1 million for the same period. The consolidated revenue would have been EUR 1.0 million higher and the Group’s profit after tax would have been EUR 0.1 million higher if the acquisitions had been consolidated as of April 1, 2016.
In the current reporting period, EUR 4.1 million were paid for earlier acquisitions made in accordance with IFRS 3.
Share page