3 years ago

Annual Report 2008 - AMG Advanced Metallurgical Group NV

Annual Report 2008 - AMG Advanced Metallurgical Group NV

Notes to Consolidated

Notes to Consolidated Financial Statements 1. Reporting entity The consolidated financial statements of AMG Advanced Metallurgical Group N.V. (herein referred to as “ the Company”, “AMG NV” or “AMG”) for the year ended December 31, 2008 were authorized for issuance in accordance with a resolution of the Supervisory Board on March 30, 2009. AMG is domiciled in the Netherlands. The address of the Company’s registered office is WTC Amsterdam, Toren C, Strawinskylaan 1343, 1077 XX Amsterdam. The consolidated financial statements of the Company as at and for the year ended December 31, 2008 comprise the Company and the companies that comprise its subsidiaries (together referred to as the “Group”) and the Company’s interest in associates and jointly controlled entities. AMG was incorporated in the Netherlands as a public limited liability company on November 21, 2006 by Safeguard International Fund (“Safeguard”) and did not have ownership interest in any company at that time. It is comprised of a group of companies that were contributed to the Company by Safeguard in March 2007. In July 2007, the Company completed an initial public offering (“IPO”) of 9,333,409 shares, which are listed on Euronext, Amsterdam the Netherlands. Refer to note 21 for additional information. AMG is organized under four reportable segments: Advanced Materials, Engineering Systems, Timminco and Graphit Kropfmühl. The subsidiaries that make up these four operating segments are primarily located in Europe, North America and South America. The Advanced Materials segment manufactures and sells high-quality specialty metals, alloys and metallic chemicals which are essential to the production of high-performance aluminum and titanium alloys, superalloys, steel and certain non-metallic materials for various applications in the construction, medical, aerospace, energy, transportation, petrochemical processing and telecommunications industries (see note 4). The Engineering Systems segment designs, engineers and produces advanced vacuum furnace systems and operates vacuum heat treatment facilities. It sells vacuum furnace systems to customers in the aerospace, solar, energy, automotive, electronics, ceramics and specialty steel industries. The Group also provides vacuum heat services on a tolling basis to customers through its “Own & Operate” facilities equipped with vacuum heat treatment furnaces. Timminco’s segment produces: silicon metal, including solar grade silicon, which improves conductivity, provides corrosion resistance and increases harness for the electronic, solar-photovoltaic, chemical and aluminum industries; and magnesium alloys that provide corrosion protection and weight reduction to durable and leisure goods and construction. Graphit Kropfmühl’s segment extracts, processes and refines natural crystalline graphite for a wide range of energy saving industrial applications; and manufactures metallurgical silicon used in the chemical industry as a basic element for silicone chemistry, microelectronics and solar energy. These financial statements represent the consolidated financial statements of the Group. These consolidated financial statements as of December 31, 2008 present the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries. Since the Group was created by transactions under common control, the pooling of interests method was applied for preparation of the 2007 consolidated financial statements. The parent company income statement is being prepared in accordance with part 9, Book 2, article 402 of the Netherlands Civil Code. Certain lines in the prior year comparative information in the consolidated financial state ments have also been restated to reflect reclassifi cations which we feel provide a more accurate presentation of our results. The primary change has been a reclassification of an investment that had been classified as an associate at December 31, 2007. Since the Company has no significant influence over this 19%-owned entity, it is now properly shown in other assets for December 31, 2008 and the comparative figures have also been adjusted to reflect this change. 80 Notes to the Consolidated Financial Statements

The consolidated financial statements of the Company include the accounts of all entities when a direct or indirect controlling interest exists through voting rights or other contractual rights at the balance sheet dates. The following table includes all entities in which AMG has any ownership interest. Percentage Held Percentage Held (Directly or Indirectly) (Directly or Indirectly) by Company by Company Name Country of Incorporation December 31, 2008 December 31, 2007 ABS Apparate-und Behälterbau Staßfurt GmbH Germany 24.96 24.96 ALD Holcroft Vacuum Technologies Co. United States 50 50 ALD Lindgren Inc. Canada 100 100 ALD Industrie-und Montagepark Staaken GmbH Germany 51 51 ALD Own & Operate GmbH Germany 100 100 ALD Technologies Polska S.z.o.o Poland 100 100 ALD Thermal Treatment, Inc. United States 100 100 ALD Thermo Technologies Far East Co., Ltd. Japan 100 100 ALD Tratamientos Termicos S.A. Mexico 100 100 ALD Vacuum Technologies GmbH Germany 100 100 ALD Vacuum Technologies Inc. United States 100 100 ALD Vacuum Technologies Ltd. United Kingdom 100 100 ALD Vakuumnyje Technologii OOO Russia 100 100 Alpoco Developments Limited United Kingdom 100 100 AMG Advanced Metallurgical Group Investment BV Netherlands 100 – AMG Coating Technologies GmbH Germany 100 100 AMG DLC Coating GmbH Germany 50 50 AMG Invest GmbH Germany 100 – Aurora Partnership United States 50.34 50.54 Bécancour Silicon Inc. Canada 50.34 50.54 Benda-Lutz-Alpoco Sp.z o.o. Poland 51 51 Bogala Graphite Lanka Ltd. Sri Lanka 79.52 – Bostlan Spain 25 25 Branwell Graphite Ltd. United Kingdom 79.52 – Castle Crushing Limited United Kingdom 100 100 Companhia Industrial Fluminense Brazil 100 100 Korin Grundstücksgesellschaft GmbH & Co. Projekt 30 KG Germany 94.9 94.9 Fundo Holdings AS* Norway 50.34 50.54 Fundo Wheels A.S. Norway 50.34 50.54 Edelgraphit GmbH Germany 79.52 – EsteR-Technologie GmbH Germany 50.2 50.2 EsteR-Separation GmbH Germany 30.1 30.1 FNE Forschungsinstitut für Nichteisen-Metalle Freiberg GmbH Germany 100 100 Fremat GmbH & Co. KG Germany 100 100 Zentrum für Material- und Umwelttechnik GmbH Germany 100 100 Furnaces Nuclear Applications Grenoble S.A. France 100 50 GfE Gesellschaft für Elektrometallurgie mbH Germany 100 100 GfE Materials Technology United States 100 100 GfE Metalle und Materialien GmbH Germany 100 100 GfE Unterstützungskasse GmbH Germany 100 100 G t Alloys Germany 100 100 Graphit Kropfmühl AG Germany 79.52 – Graphite Tỳn spol. s r.o. Czech Republic 79.52 – Graphitwerk Kropfmühl Beteiligungs GmbH Germany 79.52 – Heidenreich and Harbeck AG Germany 19.01 19.01 H.M.I. Limited United Kingdom 100 100 Industrial Adhesives Limited Canada 50.34 50.54 London & Scandinavian Metallurgical Co Limited United Kingdom 100 100 LSM (Jiaxing) Co China 100 – Metal Alloys (South Wales) Limited United Kingdom 100 100 Metalloys Limited (dormant) United Kingdom 100 100 Metallurg Delaware Holding Company United States 100 100 Metallurg Europe Limited United Kingdom 100 100 Metallurg European Holdings LLC United States 100 – Notes to the Consolidated Financial Statements 81

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