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D. Acquisitions and other additions to the scope of consolidated financial statements

The following entities were included in the consolidated financial statements for the first time during the business year 2012/13:

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Name of entity

 

Interest in %

 

Date of initial consolidation

 

 

 

 

 

Full consolidation

 

 

 

 

voestalpine CPA Filament GmbH

 

54.092%

 

01.04.2012

Cargo Service GmbH

 

100.000%

 

01.04.2012

voestalpine Track Solutions Saudi Arabia Limited

 

51.000%

 

01.05.2012

Bohler Special Steels (Shanghai) Co., Ltd.

 

100.000%

 

08.06.2012

voestalpine Profilform (China) Co., Ltd.

 

100.000%

 

28.09.2012

voestalpine Stamptec South Africa (Pty) Ltd.

 

100.000%

 

01.10.2012

voestalpine Automotive Body Parts Inc.

 

100.000%

 

02.10.2012

Grimstows Holdings Inc.

 

100.000%

 

03.12.2012

Sturdell Holdings, Inc.

 

100.000%

 

03.12.2012

Sturdell Industries Inc. (Canada)

 

100.000%

 

03.12.2012

Sturdell Industries, Inc. (USA)

 

100.000%

 

03.12.2012

voestalpine Stamptec Qinhuangdao Co., Ltd.

 

100.000%

 

25.12.2012

E B C Eifeler Beschichtungs - Center GmbH

 

100.000%

 

03/31/2013

Eifeler International GmbH

 

100.000%

 

03/31/2013

Eifeler-Lafer-Inc.

 

100.000%

 

03/31/2013

Eifeler Lasertechnik GmbH

 

100.000%

 

03/31/2013

Eifeler Nord Coating GmbH Entwicklungscenter für Dünnschichttechnologien

 

100.000%

 

03/31/2013

Eifeler Swiss AG

 

100.000%

 

03/31/2013

Eifeler Süd-Coating GmbH

 

100.000%

 

03/31/2013

Eifeler Werkzeuge GmbH

 

100.000%

 

03/31/2013

EIFELER POLITEC GMBH

 

100.000%

 

03/31/2013

Vacotec S.A.

 

100.000%

 

03/31/2013

Additions to the scope of consolidated financial statements include 6 start-ups, 15 acquisitions, and the consolidation of 1 previously non-consolidated subsidiary.

In accordance with IFRS 3, the acquired companies are included in the consolidated financial statements at the fair value 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 of the acquired assets and liabilities. In accordance with IFRS 3, property, plant and equipment, intangible assets, inventories, and provisions shall be considered provisional due to uncertainties.

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 reporting period, EUR 14.9 million (2011/12: EUR 35.4 million) was paid or provisions for the payment thereof made for the acquisition of non-controlling interests. Non-controlling interests amounting to EUR 7.7 million (2011/12: EUR 0.5 million) were derecognized, and the remaining amount of EUR 7.2 million (2011/12: EUR 34.9 million) was charged directly in equity.

Put options granted to non-controlling shareholders in exchange for their shares in Group companies are disclosed 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. Where 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 Group capital reserves with no effect on profit or loss (double credit approach).

Open put options, which are charged against equity, had a fair value of EUR 10.0 million (2011/12: EUR 0.0 million) as of March 31, 2013.

Early in December 2012, the voestalpine Group acquired the Canadian company Sturdell Industries Inc., based in Rexdale (Toronto) with a second location in Rochester (New York, USA). The company, which specializes in processing mold steels with a wide range of services and customer-oriented sales, has around 80 employees and recently generated annual revenue of approximately EUR 19 million with positive earnings. voestalpine is expanding its market position in the North American special steel segment with this acquisition.

At the end of March 2013, the voestalpine Group acquired the Eifeler Group, based in Düsseldorf with revenue of around EUR 50 million and 330 employees. The nine operating companies – six of which in Germany, two in Switzerland, and one in the USA – specialize in innovative coatings of the highest quality for components, mainly for the tool industry.

At the beginning of the business year 2012/13, the voestalpine Group acquired 54.092% of voestalpine CPA Filament GmbH from the Steinklauber Group and is expanding its wire processing activities. voestalpine CPA Filament GmbH is constructing new production facilities for the production of ultra-high-tensile fine wire at the Fürstenfeld site which will be placed into operation at the end of 2013. Both partners are contributing extensive expertise to the collaboration. voestalpine has extensive materials expertise, experience in metallurgical technology and can benefit from the proximity of its own steel plant in Donawitz and from the cooperation with the Styrian steel association. The expertise of the Steinklauber Group as a plant manufacturer and technology leader is in the production of high-tensile fine wire and cord.

Put options with a variable purchase price for the shares of non-controlling shareholders were agreed as part of the acquisition of a majority interest in voestalpine CPA Filament GmbH. The put options were valued at EUR 10.0 million at the acquisition date. For the measurement of the put options, the enterprise value is determined based on a multiplier method or the discounted cash flow method and EBITDs of EUR 9.9 million were applied over the plan years.

The acquisition of the Eifeler Group had the following effects on the consolidated financial statements:

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Recognized values

 

Fair value adjustments

 

Carrying amounts

 

 

 

 

 

 

 

Non-current assets

 

42.7

 

27.3

 

15.4

Current assets

 

16.4

 

0.0

 

16.4

Non-current provisions and liabilities

 

–14.7

 

–8.2

 

–6.5

Current provisions and liabilities

 

–6.6

 

0.0

 

–6.6

Net assets

 

37.8

 

19.1

 

18.7

 

 

 

 

 

 

 

Increase in non-controlling interests

 

0.0

 

 

 

 

Goodwill/badwill

 

46.0

 

 

 

 

Costs of acquisition

 

83.8

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents acquired

 

–5.9

 

 

 

 

Changes in purchase price liability

 

0.0

 

 

 

 

Net cash outflow

 

77.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In millions of euros

The Eifeler Group’s goodwill in the amount of EUR 46.0 million results from synergies with the present customer base, the existing sales structures, and through savings in administration. Since its initial consolidation, the Eifeler Group has contributed revenue of EUR 0.0 million to consolidated revenue. Its share of the Group’s profit for the period was also EUR 0.0 million for the same period. Instead of these amounts, the consolidated revenue would have been EUR 52.3 million higher and the Group’s profit for the period would have been EUR 7.6 million higher if the Eifeler Group had been consolidated as of April 1, 2012.

Fair values were applied for trade receivables in the amount of EUR 7.8 million, tax claims in the amount of EUR 0.5 million, and other receivables in the amount of EUR 1.4 million as part of this acquisition. The expected uncollectable receivables are immaterial.

Acquisition-related costs of EUR 0.8 million were recognized under cost of sales for this acquisition.

The acquisition of Sturdell Industries Inc. and voestalpine CPA Filament GmbH had the following effects on the consolidated financial statements:

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Recognized values

 

Fair value adjustments

 

Carrying amounts

 

 

 

 

 

 

 

Non-current assets

 

10.3

 

5.9

 

4.4

Current assets

 

24.1

 

0.5

 

23.6

Non-current provisions and liabilities

 

–1.8

 

–1.8

 

0.0

Current provisions and liabilities

 

–2.8

 

0.0

 

–2.8

Net assets

 

29.8

 

4.6

 

25.2

 

 

 

 

 

 

 

Increase in non-controlling interests

 

–9.1

 

 

 

 

Goodwill/badwill

 

2.1

 

 

 

 

Costs of acquisition

 

22.8

 

 

 

 

 

 

 

 

 

 

 

Capital increase

 

–12.6

 

 

 

 

Cash and cash equivalents acquired

 

–2.0

 

 

 

 

Changes in purchase price liability

 

0.0

 

 

 

 

Net cash outflow

 

8.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In millions of euros

The goodwill in the amount of EUR 2.1 million is exclusively assigned to the acquisition of Sturdell Industries Inc. and results from synergies both on the market as well as in the optimization of capacities and the cost structure. The two locations of Sturdell Industries Inc. are in the immediate proximity of existing Special Steel Division sales offices.

Since their initial consolidation, the acquisition of Sturdell Industries Inc. and voestalpine CPA Filament GmbH has contributed revenue of EUR 4.8 million to consolidated revenue. Their share of the Group’s profit for the period was EUR –1.9 million for the same period.

Instead of these amounts, the consolidated revenue would have been EUR 10.5 million higher and the Group’s profit for the period would have been EUR 0.5 million higher if Sturdell Industries Inc. had been consolidated as of April 1, 2012. voestalpine CPA Filament GmbH had been initially consolidated as of April 1, 2012.

Fair values were applied for trade receivables in the amount of EUR 2.5 million, tax claims in the amount of EUR 0.2 million, other receivables in the amount of EUR 1.4 million, and financing receivables in the amount of EUR 2.8 million as part of these two acquisitions. The expected uncollectable receivables are immaterial.

Acquisition-related costs of EUR 0.4 million were recognized under cost of sales for these two acquisitions.

Portions of the recognized goodwill for all of the aforementioned acquisitions are not expected to be deductible for corporate income tax purposes.

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