3 years ago

Annual Report 2008 - AMG Advanced Metallurgical Group NV

Annual Report 2008 - AMG Advanced Metallurgical Group NV

Geographical Information

Geographical Information Geographical information for the Company is provided below. Revenues are based on the shipping location of the customer while non-current assets are based on the physical location of the assets. Year Ended December 31, 2008 Year Ended December 31, 2007 Non-current Non-current Revenues Assets Revenues Assets Germany 315,315 105,685 202,353 54,715 US 419,295 43,009 351,847 38,994 Canada 33,110 124,824 37,488 67,139 UK 51,261 23,258 53,034 16,617 Brazil 38,395 24,943 33,989 12,364 France 53,209 16,877 50,700 16,954 Norway 113,791 – 86,539 – Italy 52,539 – 37,665 – China 104,110 3,837 67,787 – Japan 44,367 3 40,813 1 Mexico 11,672 17,782 10,613 6,462 Russia 34,259 – 22,151 – Austria 29,573 – 11,340 – Belgium 23,516 61 18,796 63 Other Countries 193,532 11,863 130,544 1,691 Total 1,517,944 372,142 1,155,659 215,000 Non-current assets for this purpose consist of property, plant and equipment, intangible assets and other non-current assets. 5. Acquisitions Acquisition of Graphit Kropfmühl AG On March 18, 2008, a wholly owned subsidiary of the Company, AMG Invest GmbH signed a share purchase agreement to acquire 62.3% interest in Graphit Kropfmühl AG (“GK”) for consideration of 132.7 million. This acquisition was completed on April 22, 2008 upon receipt of regulatory approval. AMG Invest GmbH also launched a voluntary public tender offer for the remaining outstanding shares in GK at 118.25 per share, a price agreed upon with the majority of the shareholders. As at April 22, 2008, AMG Invest GmbH’s total ownership of Graphit Kropfmühl was 73.8%. The voluntary public tender offer process was completed during the second quarter of 2008 and after final settlement of additional acceptances, AMG Invest GmbH owns 79.52% of the shares in GK. GK produces silicon metal and mines, processes and refines natural graphite at production sites in Europe, Asia and Africa. The purchase price paid for the 79.52% of shares was approximately $64,016 (net of cash acquired). In addition to this, acquisition costs of approximately $2,924 have been incurred which will be accounted for as part of the purchase price. The carrying value of identifiable assets and liabilities in thousands of US dollars at the date of acquisition were as follows: The fair value of identifiable assets and liabilities at the date of acquisition were as follows: Recognized Previous on acquisition carrying value Property, plant and equipment 81,752 45,946 Intangible assets 16,874 10,032 Other long-term assets 386 386 Cash 1,210 1,210 Prepayments 3,433 3,433 Trade receivables 17,156 17,156 Inventories 29,872 21,228 150,683 99,391 Trade payables 9,272 9,272 Accrued expenses and other current liabilities 5,341 5,341 Income tax payable 1,211 1,211 Debt 27,302 27,302 Provisions and government grants 2,768 6,338 Other noncurrent liabilities 13,362 13,362 Deferred tax liability 18,630 1,132 Minority interest 14,875 92,761 63,958 Net assets 57,922 35,433 Goodwill arising on acquisition 10,228 Consideration, satisfied by cash 68,150 Cash flow on acquisition: Net cash acquired with the subsidiary 1,210 Cash paid 68,150 Net cash outflow 66,940 98 Notes to the Consolidated Financial Statements

From the date of consolidation, GK has reduced the profit of the Company by generating a loss attributable to shareholders of $37,268. This is inclusive of an aftertax write-down GK’s fixed assets and intangible assets attributable to shareholders in the amount of $28,744. Acquisition of Furnaces Nuclear Applications Grenoble On October 9, 2008, the Company completed the acquisition of 100% of the shares of its nuclear joint venture, Furnaces Nuclear Applications Grenoble (“FNAG”) with a payment of $3,514. FNAG designs and produces sintering systems for a number of nuclear applications. As of December 31, 2007, FNAG had been accounted for as an equity investment. The fair value of identifiable assets and liabilities at the date of acquisition were as follows: Recognized Previous on acquisition carrying value Property, plant and equipment 45 45 Intangible assets 1,277 26 Cash 461 461 Prepayments 277 277 Inventories 806 806 2,866 1,615 Trade payables 653 653 Debt 969 969 Deferred tax liability 386 – 2,008 1,622 Net assets (7) Fair value of net assets acquired 858 Excess fair value over consideration 2,656 Total acquisition cost 3,514 The total acquisition cost comprised two cash payments, totalling $3,579. The payment of $65 made in 2007 was primarily to establish the capital of the joint venture. Net cash acquired with the subsidiary 461 Cash paid 3,514 Net cash outflow 3,053 From the date of consolidation, FNAG has contributed $454 to the profit of the Company. The acquisitions of GK and FNAG were completed during the course of the year ended December 31, 2008. If the GK and FNAG acquisitions were completed on January 1, 2008, revenue for the Company would have been $1,563,253 and profit attributable to shareholders would have been $16,680. Acquisition of Silmag DA On December 18, 2008, a wholly owned subsidiary of the Company, invested $10,432 (including $118 of acquisition costs) to acquire 50% of Silmag DA. Silmag DA is a joint venture with Norsk Hydro that was established to develop a unique process to produce silica and magnesium at a low cost from olivine, a raw material abundant in Norway. Of the $10,314 invested in the new company, $3,127 will be used to purchase the technology and $7,187 is to be used to fund a pilot plant to further develop the process technology. Equal amounts will be contributed by Norsk Hydro for these investments. This joint venture is being accounted for as an equity investment. Purchase of Land in Berlin by ALD By a share purchase agreement dated June 13, 2007, ALD and Cello Vermögensverwaltungs- und Beteiligungsgesellschaft mbH (“Cello”) acquired respectively 51% and 49%, of the shares in Monopol from CNH Baumaschinen GmbH (“CNH”), for a total purchase price of 1100 (net of value added tax). CNH established Monopol as a special purpose company with a share capital of 11,000,000 and made voluntary contributions of 114,500,000 into Monopol’s capital reserve, both of which were required for the share purchase agreement to become effective. Monopol has been renamed and will herein be referred to as ALD Industrie-und Montagepark Staaken (“ALD IMP”). Also on June 13, 2007, ALD (through ALD IMP) entered into a purchase agreement with CNH for a total purchase price of 1100 acquiring a hereditary building right over a factory building and a multifunctional building, which the Company is using to produce solar silicon melting furnaces. Per the agreement, ALD assumed the obligations that existed at the site. These obligations include lease payments for ground rent of 1396,384 per annum, which will be reduced to 1248,503.20 per annum; the latter amount will be increased to 1258,503.20 per annum effective January 1, 2013 and increasing by an additional 110,000 per annum every five years thereafter. The hereditary building right expires on December 31, 2038. Per the CNH agreement, ALD IMP (or companies nominated by ALD and Cello and accepted by Berlin) is obligated by the State of Berlin to establish at least 70 permanent jobs at the site by the end of 2007 and an additional 80 by the end of 2008 maintaining these 150 permanent jobs until the end of 2009. In the event of a breach of this contract, ALD IMP is required to pay to CNH a penalty of 150,000 multiplied by the number of jobs less than 150 at the site at that time. Under a separate service agreement, ALD IMP must continue to provide certain services needed by CNH and must lease an office and other space to CNH until December 31, 2011 and CNH has the option to extend the provision of these services and the lease for another five years. Notes to the Consolidated Financial Statements 99

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