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Annual Report 2008 - AMG Advanced Metallurgical Group NV

Annual Report 2008 - AMG Advanced Metallurgical Group NV

8. Capital and reserves

8. Capital and reserves Shareholders Equity Foreign currency Share translation Other Retained Issued capital premium reserve reserves deficit Total Balance at January 1, 2007 59 – – – – 59 Foreign currency translation – – 1,697 – – 1,697 Loss on cash flow hedges, net of tax – – – (264) – (264) Net income recognized directly in equity – – 1,697 (264) – 1,433 Profit for the year – – – – 11,704 11,704 Total recognized income and expense for the year – – 1,697 (264) 11,704 13,137 Issuance of shares for contribution in kind 406 103,410 (1,547) (13,766) (148,840) (60,337) Issuance of shares for initial public offering 257 286,830 – – – 287,087 Costs of initial public offering (8,526) – – – (8,526) Issuance of shares to directors – 140 – – – 140 Exercise of convertible debt at subsidiary – 1,329 – – – 1,329 Accretion of convertible debt – 528 – – – 528 Valuation of convertible debt – (902) – – – (902) Dilution due to issuance of shares in subsidiary – 9,245 – – – 9,245 Equity-settled share-based payment expense – – – 3,957 – 3,957 Other – 250 – – (303) (53) Balance at December 31, 2007 722 392,304 150 (10,073) (137,439) 245,664 Balance at January 1, 2008 722 392,304 150 (10,073) (137,439) 245,664 Foreign currency translation – – (10,265) (249) – (10,514) Loss on cash flow hedges, net of tax – – – (12,958) – (12,958) Net income recognized directly in equity – – (10,265) (13,207) – (23,472) Profit for the year – – – – 14,453 14,453 Total recognized income and expense for the year – – (10,265) (13,207) 14,453 (9,019) Issuance of shares from exercise of share-based payments 2 3,006 – (1,151) – 1,857 Ownership change – (15,823) – 14,300 – (1,523) Valuation of convertible debt – (84) – – – (84) Equity-settled share-based payment expense at subsidiary – – – 1,311 – 1,311 Equity-settled share-based payment expense – – – 16,720 – 16,720 Other – (106) – – (124) (230) Balance at December 31, 2008 724 379,297 (10,115) 7,900 (123,110) 254,696 At December 31, 2008, the Company’s authorized share capital was comprised of 100,000,000 ordinary shares (2007: 100,000,000) with a nominal share value of 10.02 (2007: 10.02). At December 31, 2008, the issued and outstanding share capital was comprised of 26,855,586 ordinary shares (2006: 26,803,086), with a nominal value of 10.02 (2006: 10.02) which were fully paid. In anticipation of the Company’s Annual General Meeting’s adoption of the annual accounts, it is proposed that the net income for 2008, $14,453 (2007: $11,704), be allocated to retained earnings. All other reserves are not distributable. There are no expected tax consequences on retained earnings as no distributions are anticipated. MDHC Contribution On March 29, 2007 the Company issued a total of 549,746 Shares in consideration for the contribution in kind (inbreng anders dan in geld) to the Company of shares held by each subscriber in the capital of MDHC. The value of the contribution in kind in excess of the nominal value of the issued Shares has been recorded as a voluntary share premium (niet bedongen agio). In addition, on April 2, 2007 the Company issued 254 Shares to The Lanigan Trust dated March 8, 2000 in consideration for cash (and at the same time The Lanigan Trust contributed its shares in the capital of MDHC as voluntary share premium). ALD Contribution On March 29, 2007 the Company issued 2,129,486 Shares to ALD International in partial consideration for the contribution in kind to the Company of all of the outstanding shares in the capital of ALD (the remainder of the consideration being satisfied by the Company's assumption of a debt payable to PFW Aerospace of approximately EUR 15,900). The value of the contribution in kind in excess of the nominal value of the issued Shares has been recorded as voluntary share premium payment. 148 Notes to the Parent Company Financial Statements

Timminco Contributions On March 29, 2007 the Company issued 173,893 Shares to BLP in consideration for the contribution in kind to the Company of 40,909,093 shares in the capital of Timminco. The value of the contribution in kind in excess of the nominal value of the issued Shares has been recorded as voluntary share premium payment. On June 26, 2007, the Company issued 189,840 Shares to ALD International in consideration for the contribution in kind to the Company of the right to have 5,601,000 Timminco shares issued to the Company. The value of the contribution in kind in excess of the nominal value of the issued Shares has been recorded as voluntary share premium payment. Share-based payments During the year ended December 31, 2008, 52,500 sharebased payments were exercised resulting in 52,500 shares being issued. No additional shares were issued during the year ended December 31, 2008. A rollforward of the total shares outstanding is noted below: Balance at January 1, 2007 450 Effect of share split March 29 449,550 MDHC contribution March 29 550,000 ALD contribution March 29 2,129,486 Timminco contribution 1 March 29 173,893 Timminco contribution 2 April 2 189,840 Effect of share splits June 26 13,972,876 Initial public offering July 11 9,333,409 Issuance of shares to directors July 11 3,582 Balance at December 31, 2007 26,803,086 Balance at January 1, 2008 26,803,086 Exercise of share-based payments 52,500 Balance at December 31, 2008 26,855,586 9. Loans due to subsidiaries Loans due to subsidiaries are short term loans due to the Company’s German subsidiary. There are two loans with denominations of 17 million and 10.7 million. The 17 million loan bears interest at 7% while the 10.7 million loan bears interest at 11%. The balance due at December 31, 2008 was nil (2007: $11,488). These loans were offset against loans due from subsidiaries through an agreement of offset on July 1, 2008. See note 3. 10. Long term debt The Company and its subsidiaries are parties to a long term debt agreement that is comprised of two facilities, a $100,000 term loan facility (the “Term Loan”) and a $175,000 multicurrency revolving credit facility agreement (the “Revolving Credit Facility”). The Term Loan and the Revolving Credit Facility mature on August 30, 2012 (together the “Credit Facility”). The Credit Facility is secured by substantially all of the assets of the material subsidiaries, excluding Timminco and GK, and a 100% pledge on all of the Timminco and GK shares which are owned by the Company. During the year ended December 31, 2008, the Company borrowed under the Credit facility in order to acquire the shares of Graphit-Kropfmühl. The remaining balance of the borrowings is $17,000. Interest on the borrowings is based on current LIBOR plus a 1.25 percent margin. The Credit Facility is subject to several affirmative and negative covenants including, but not limited to, the following: • EBITDA to Net Finance Charges: Not to be less than 3.00: 1 • Net Debt to EBITDA: Not to exceed 3.75: 1 • Senior Net Debt to EBITDA: Not to exceed 2:00:1 EBITDA, Net Finance Charges, Net Debt and Senior Net Debt are defined in the Credit Facility agreement. Mandatory prepayment of the Credit Facility is required upon the occurrence of (i) a change of control or (ii) the sale of all or substantially all of the business and/or assets of the Company whether in a single transaction or a series of related transactions. 11. Trade and other payables Trade and other payables represent amounts owed to related parties as well as amounts owed to professional service firms. See note 15. 12. Amounts due to subsidiaries Certain payroll expenses, travel and entertainment and other expenses are paid directly by a subsidiary and billed to the Company at cost. As of December 31, 2008 and 2007, these amounted to $2,140 and $1,597, respectively. Notes to the Parent Company Financial Statements 149

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