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Annual Report 2008 - AMG Advanced Metallurgical Group NV

Annual Report 2008 - AMG Advanced Metallurgical Group NV

Percentage Held

Percentage Held Percentage Held (Directly or Indirectly) (Directly or Indirectly) by Company by Company Name Country of Incorporation December 31, 2008 December 31, 2007 Metallurg Holdings Corporation United States 100 100 Metallurg Holdings Inc. United States 100 100 Metallurg, Inc. United States 100 100 Metallurg International Holdings LLC United States 100 – Metallurg Mexico Mexico 100 100 Metallurg Servicios Mexico 100 100 Metallurg Vanadium Corporation United States 100 100 Mutual Sources Ltd. China 79.52 – M. & A. Powders Limited (dormant) United Kingdom 100 100 NorWheels AS* Norway 50.34 50.54 Pertus Zwoelfte GmbH Germany 100 100 Produits Chimiques de Lucette S.A France 100 100 Qingdao Kropfmühl l Graphite Co., Ltd. China 79.52 – Qingdao Kropfmühl Trading Co., Ltd. China 79.52 – RW silicium GmbH Germany 79.52 – S.A. Vickers Limited (dormant) United Kingdom 100 100 Share Investment Pvt. Ltd. Sri Lanka 79.52 – Shieldalloy Metallurgical Corporation United States 100 100 Silmag DA Norway 50 – Société Industrielle et Chimique de l’Aisne France 100 100 Sudamin France S.A.S France 100 100 Sudamin Holdings S.A. Belgium 100 100 Sudamin IT S.A. France 100 – Sudamin S.A. Belgium 100 100 Technologie-und Gründer-zentrum GmbH Germany 2.5 2.5 The Aluminium Powder Company Limited United Kingdom 100 100 Timminco Adhesives Corporation United States 50.34 50.54 Timminco Colorado Corporation United States 50.34 50.54 Timminco Corporation United States 50.34 50.54 Timminco de Mexico S.A. de CV Mexico 50.34 50.54 Timminco Holdings Corporation United States 50.34 50.54 Timminco Limited Canada 50.34 50.54 Timminco Properties Inc. United States 50.34 50.54 Timminco Pty Limited Australia 50.34 50.54 Timminco S.A. Switzerland 50.34 50.54 Timminco Technologies Corporation United States 50.34 50.54 VACUHEAT GmbH Germany 100 100 VACUHEAT Verwaltungs GmbH Germany 100 100 Zimbabwe German Graphite Mines Pvt. Ltd. Zimbabwe 79.52 – * Fundo Holdings AS and Nor-Wheels AS are 45.3% owned by Timminco, of which the Company owns 50.34%. Therefore, the Company indirectly holds 22.8% of these companies. Bogala Graphite is owned by Graphit Kropfmühl, of which the Company owns 79.52%. Therefore, the Company indirectly holds 70.2% of this company 2. Basis of preparation (a) Statement of compliance EU law (IAS Regulation EC 1606/2002) requires that the annual Consolidated Financial Statements of the Company for the year ending December 31, 2008 be prepared in accordance with accounting standards adopted and endorsed by the European Union (“EU”) further to the IAS Regulation (EC 1606/2002) (further referred to as “IFRS, as endorsed by the EU”). The consolidated financial statements of AMG NV and its subsidiaries have been prepared in accordance with International Financial Reporting Standards (IFRS) as of December 31, 2008 as adopted by the EU. All amounts included in the consolidated financial statements and notes are presented in US Dollars and rounded to the nearest Dollar in 1,000’s except for share amounts and where otherwise indicated. (b) Basis of measurement The consolidated financial statements have been prepared on the historical cost basis except for derivative financial instruments and financial instruments held for trading, which were measured at fair value. The carrying 82 Notes to the Consolidated Financial Statements

value of recognized assets and liabilities that are hedged items in fair value hedges that would otherwise be carried at cost, are adjusted to record changes in the fair value attributable to the risks that are being hedged. The methods used to measure fair values are discussed further in note 3. (c) Use of estimates and judgements The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognized in the financial statements are described in the following notes: • Note 6 – furnace construction contract revenue • Note 10 – deferred tax assets • Note 13 – measurement of the recoverable amounts of assets and cash-generating units • Note 26 – measurement of defined benefit obligations • Note 27 – measurement of share-based payments • Note 28 – provisions • Note 34 – valuation of financial instruments Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below or in the relevant note: Furnace construction contract revenue Revenue related to furnace construction contracts is recorded based on the estimated percentage of completion of contracts as determined by management. Significant management judgement is required to determine this percentage of completion. Total percentage of completion revenue for the year ended December 31, 2008 was $312,454 (2007: $264,392). Utilization of tax losses Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits, together with future tax planning strategies. The carrying value of recognized tax losses at December 31, 2008 was $9,718 (2007: $17,370). There are significant unrecognized tax losses as described in more detail in note 10. Measurement of the recoverable amounts of assets and cash-generating units (i) Patents with indefinite lives Throughout the past several years, the Timminco operation has acquired patents related to its silicon manufacturing process which were deemed to have indefinite lives. During the year ended December 31, 2007, management deemed these assets to have a remaining life of 10 years and began amortization of these patents. (ii) Goodwill The determination of whether goodwill is impaired requires an estimate of the recoverable amount of the cash-generating unit or group of cash-generating units to which the goodwill has been allocated. The recoverable amount is defined as the higher of a cash-generating unit’s fair value less costs to sell and its value in use. For Advanced Materials, ALD, Timminco and Graphit Kropfmühl, the recoverable amount was determined as the value in use. The value in use requires the entity to estimate the future cash flows expected to arise from the cash-generating units or group of cash-generating units and to discount these cash flows with a risk adjusted discount rate. The carrying amount of goodwill at December 31, 2008 was $37,108 (2007: $39,980). Measurement of defined benefit obligations The cost of defined benefit pension plans is determined using actuarial valuations. The actuarial valuations involve making assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and future pension increases. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty. The net employee liability at December 31, 2008 is $103,176 (2007: $102,809). Measurement of share-based payments The group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. This also requires determining the most appropriate inputs into the valuation model including the expected life of the option, volatility, and dividend yield and making assumptions about them. The assumptions and model used in determining the fair value of our share-based payments are disclosed in note 27. Notes to the Consolidated Financial Statements 83

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