The following entities were included in the Consolidated Financial Statements for the first time during the business year 2017/18:
Name of entity |
|
Interest in % |
|
Date of initial consolidation |
|
|
|
|
|
Full consolidation |
|
|
|
|
voestalpine Automotive Components Tianjin Co., Ltd. |
|
100.000% |
|
April 1, 2017 |
voestalpine Rotec Coating SRL |
|
100.000% |
|
April 12, 2017 |
voestalpine Böhler Welding Austria Vertriebs-GmbH |
|
100.000% |
|
September 14, 2017 |
voestalpine Böhler Welding Automation GmbH |
|
70.040% |
|
September 23, 2017 |
voestalpine Additive Manufacturing Centre Ltd. |
|
100.000% |
|
November 23, 2017 |
voestalpine Böhler Welding Germany Vertriebs-GmbH |
|
100.000% |
|
November 29, 2017 |
voestalpine Böhler weldCare AB |
|
100.000% |
|
December 6, 2017 |
The additions to the scope of Consolidated Financial Statements of fully consolidated entities include one acquisition, five newly established subsidiaries, and the consolidation of one entity 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 0.0 million (2016/17: EUR 3.8 million) was paid for the acquisition of non-controlling interests or provisions were formed for the payment thereof. Non-controlling interests amounting to EUR 0.0 million (2016/17: EUR 2.2 million) were derecognized and the remaining amount of EUR 0.0 million (2016/17: EUR 1.6 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 0.4 million (March 31, 2017: EUR 0.3 million) as of March 31, 2018. 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.
As of September 23, 2017, voestalpine Böhler Welding Group GmbH, which is part of the voestalpine Group’s Metal Engineering Division, acquired 70.04% of the business of and voting shares in WELTRON GmbH, Germany, the welding automation specialist. This business combination now enables the Group to offer customers turnkey solutions and to expand its existing product range in the Welding Consumables business segment by control, steering, and regulating devices for welding plants. From now on, the company will be known as voestalpine Böhler Welding Automation GmbH.
On October 2, 2017, voestalpine High Performance Metals UK Limited, a company that is part of the High Performance Metals Division, acquired the business and selected assets of CMP Alloys Ltd. under an asset deal. CMP’s strong presence on the Scottish market allows voestalpine High Performance Metals UK Limited to serve key global OEMs (and their supply chains) in Great Britain as well as to improve both customer proximity and customer service.
In December 2017, voestalpine Rotec GmbH, which is part of the voestalpine Group’s Metal Forming Division, took over the CDC facilities of Barum Technik, a Romanian company, as part of an asset deal. From now on, the company will be known as voestalpine Rotec Coating SRL; it is domiciled in Timisoara, Romania.
These acquisitions have the following impact on the Consolidated Financial Statements:
|
|
Recognized values |
|
|
|
Non-current assets |
|
3.8 |
Current assets |
|
1.8 |
Non-current provisions and liabilities |
|
–0.1 |
Current provisions and liabilities |
|
–1.6 |
Net assets |
|
3.9 |
Goodwill |
|
0.3 |
Costs of acquisition |
|
4.2 |
Cash and cash equivalents acquired |
|
0.0 |
Net cash outflow |
|
4.2 |
|
|
|
In millions of euros |
Goodwill of EUR 0.3 million results from the profit potential of the company, which cannot be allocated to individual capitalizable items according to IFRS and is expected to be deductible for tax purposes. Goodwill is assigned completely to the “Welding Consumables” unit, which carries the goodwill.
Since their initial consolidation, these acquisitions have contributed revenue of EUR 1.8 million to consolidated revenue. Their share of the Group’s profit after tax was EUR 0.1 million for the same period. The consolidated revenue would have been EUR 1.3 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, 2017.
As part of the first-time full consolidation of voestalpine Böhler Welding Automation GmbH, fair values for trade receivables of EUR 0.1 million (gross carrying amount: EUR 0.1 million) were taken over. Receivables that are expected to be uncollectible are considered immaterial and negligible. Acquisition-related costs of EUR 0.1 million were recognized in other operating expenses for these acquisitions.
In the current reporting period, EUR 2.6 million were paid for earlier acquisitions made in accordance with IFRS 3.
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