The changes made in the scope of consolidation during the first half of the business year 2022/23 were as follows:
|
|
Full consolidation |
|
Equity method |
|---|---|---|---|---|
|
|
|
|
|
As of April 1, 2022 |
|
283 |
|
12 |
Additions from acquisitions |
|
|
|
1 |
Change in the consolidation method and incorporation |
|
|
|
|
Additions |
|
1 |
|
|
Disposals |
|
|
|
|
Reorganizations |
|
|
|
|
Divestments or disposals |
|
–2 |
|
|
As of September 30, 2022 |
|
282 |
|
13 |
Of which foreign companies |
|
223 |
|
5 |
The following fully consolidated entities were deconsolidated during the first half of the business 2022/231:
Name of entity |
|
Date of deconsolidation |
|||
|---|---|---|---|---|---|
|
|
|
|||
voestalpine Texas LLC |
|
June 30, 2022 |
|||
voestalpine Texas Holding LLC |
|
June 30, 2022 |
|||
|
|
|
|||
|
|||||
The following entities are being included in the Interim Consolidated Financial Statements for the first time as of the first half of the business year 2022/23:
Name of entity |
|
Equity interest in % |
|||
|---|---|---|---|---|---|
|
|
|
|||
Full consolidation |
|
|
|||
voestalpine BÖHLER Bleche GmbH |
|
100.000% |
|||
|
|
|
|||
At-equity consolidation2 |
|
|
|||
ArcelorMittal Texas HBI Holdings LLC |
|
20.000% |
|||
|
|
|
|||
|
|||||
The additions of fully consolidated entities to the scope of consolidation include one newly established entity.
Discontinued operations
On March 22, 2022, the voestalpine Group’s Supervisory Board approved the decision to sell 80% of the Steel Division’s “Texas” cash generating unit (CGU), which comprises a single plant that produces hot briquetted iron (HBI). The agreement on the sale of the 80% equity interest was signed on April 14, 2022.
In addition, an agreement was made to secure 420,000 tons annually of the HBI produced in the Corpus Christi, Texas, USA, plant for voestalpine. This provides the basis for further decarbonizing the Group’s steel production activities in Linz and Donawitz (both Austria) as part of the “greentec steel” project. The partnership reduces the spot market risk associated with the quantities of HBI that voestalpine does not need. The HBI plant has an annual production capacity of about two million tons.
The criteria regarding the classification of the assets as held for sale were satisfied in the fourth quarter of the business year 2021/22. Management classified the Texas CGU as discontinued operations because it constitutes a separate significant business unit. The transaction was closed on June 30, 2022. voestalpine received the preliminary purchase price as of the closing date. The discontinued operations have produced the following results:
|
|
04/01– |
|
04/01– |
|---|---|---|---|---|
|
|
|
|
|
Revenue |
|
236.6 |
|
225.9 |
Expenses incl. other expenses |
|
–224.6 |
|
–146.6 |
Other operating income |
|
0.3 |
|
1.1 |
Financial results |
|
–0.5 |
|
–0.2 |
Profit before tax and valuation result at fair value less costs to sell |
|
11.8 |
|
80.2 |
Tax expense according to IAS 12.81 h (ii) |
|
0.0 |
|
0.0 |
Valuation result at fair value less costs to sell |
|
0.0 |
|
0.0 |
Tax expense according to IAS 12.81 h (i) |
|
0.0 |
|
0.0 |
Profit after tax |
|
11.8 |
|
80.2 |
Thereof attributable to equity holders of the parent |
|
11.8 |
|
80.2 |
|
|
|
|
|
Profit after tax |
|
11.8 |
|
80.2 |
Profit from the disposal |
|
0.0 |
|
8.0 |
Profit after tax from discontinued operations |
|
11.8 |
|
88.2 |
|
|
|
|
|
Diluted and basic earnings per share (euros) from discontinued operations |
|
0.06 |
|
0.50 |
Weighted average number of outstanding ordinary shares |
|
178,520,616 |
|
178,520,616 |
|
|
|
|
|
In millions of euros |
||||
The main groups of assets and liabilities related to the discontinued operations at the time of disposal are shown in the following table. In addition, the table shows both the income from the disposal and the net cash inflow.
|
|
06/30/2022 |
|---|---|---|
|
|
|
Non-current assets |
|
745.0 |
Current assets |
|
254.8 |
Total assets (total disposed assets) |
|
999.8 |
Non-current liabilities |
|
32.3 |
Current liabilities |
|
48.7 |
Total equity and liabilities (total disposed liabilities) |
|
81.0 |
Net assets sold |
|
918.8 |
|
|
|
Proceeds received* |
|
866.6 |
|
|
|
Recycled cumulative OCI |
|
73.2 |
Transaction costs, obligations assumed, and other effects |
|
–13.0 |
Profit from the disposal |
|
8.0 |
|
|
|
* Of which cash and cash equivalents received |
|
765.1 |
Cash and cash equivalents disposed of |
|
–11.2 |
Net cash inflow |
|
753.9 |
|
|
|
In millions of euros |
||
The purchase price estimate as of March 31, 2022, considered uncertainties regarding the assumption of obligations, the share in profit or loss, and the assumption of debt. Some of these uncertainties were substantiated as of September 30, 2022, and are reflected in the disposal result.
The preliminary taxable gain on the disposal is offset against existing loss carryforwards. Apart from changing the estimates until the final determination of the purchase price is made and from the taxable carrying amounts, there are no effects for the business year.
Transitional consolidation due to the change in the controlling interest
The voestalpine Group no longer controls the subsidiaries of the voestalpine Texas Group. The gain on deconsolidation is recognized in income. It is determined based on the difference between
- the total fair value of the consideration received and the fair value of the remaining equity interest of 20%, for one, and
- the disposed net assets of the discontinued operations including any reclassified (“recycled”) items in other comprehensive income (OCI), for another.
The total of EUR 73.2 million shown in OCI in connection with the voestalpine Texas Group is recognized in the same way an asset sale would be. However, the present case concerns a reclassification of differences from currency translation to the Consolidated Income Statement.
As the voestalpine Group is retaining 20% of its equity interest in the former voestalpine Texas Group, this stake is recognized at the fair value of EUR 137.7 million as determined at the time control was relinquished. This value represents the cost of the equity interest, which is subsequently valued using the equity method in accordance with the rules applicable to associates.
The fair value of the 20% stake was derived from the purchase price for the 80% equity interest and represents a Level 3 fair value. Given the Group’s limited control and co-determination rights under its 20% equity interest, a deduction that was determined on the basis of transaction data was taken.