Exhibit 99.1
| Suoftec Light Metal Production And Distribution Co. Ltd. Financial Statements and Independent Auditor’s Report |
SUOFTEC LIGHT METAL PRODUCTION AND DISTRIBUTION CO. LTD.
| | Page |
INDEPENDENT AUDITOR’S REPORT | | 2 |
BALANCE SHEETS FOR THE YEARS ENDING DECEMBER 31, 2008 AND 2009 | | 3 |
STATEMENT OF PROFIT AND LOSS FOR THE YEARS ENDING DECEMBER 31, 2007, 2008, AND 2009 | | 5 |
SUPPLEMENT COMPRISING A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY NOTES | | 6-21 |
| | |
INDEPENDENT AUDITORS’ REPORT
To the Shareholders of Suoftec Light Metal Production and Distribution Co. Ltd.:
We have audited the accompanying balance sheet of Suoftec Light Metal Production and Distribution Co. Ltd. (the “Company”), a company that is incorporated in Hungary, as of December 31, 2009, and the related statement of profit and loss and cash flows for the year then ended and the supplement comprising a summary of significant accounting policies and other explanatory notes. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2009, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in Hungary.
Accounting principles generally accepted in Hungary vary in certain respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of shareholders’ equity and the statement of profit and loss for each of the periods presented. The impact of the application of accounting principles generally accepted in the United States of America for the year ended December 31, 2008 and 2009 has been summarized in Note 23.
/c/ Deloitte Auditing and Consulting Ltd.
June 16, 2010
Budapest, Hungary
SUOFTEC LIGHT METAL PRODUCTION AND DISTRIBUTION CO. LTD | | | | | | |
| | | | | | |
BALANCE SHEET | | | | | | |
FOR THE YEAR ENDED DECEMBER 31, 2009 (Euros in Thousands) | | | | | | |
| | | | | | |
| | | 31.12.2008 | | | | 31.12.2009 | |
ASSETS | | (Unaudited) | | | | | |
| | | | | | | | |
A. FIXED ASSETS | | € | 33,973 | | | € | 29,800 | |
| | | | | | | | |
I. INTANGIBLE ASSETS: | | | 141 | | | | 86 | |
1. Capitalized value of formation/reorganization expenses | | | 0 | | | | 0 | |
2. Capitalized value of research and development | | | 0 | | | | 0 | |
3. Concessions, licenses and similar rights | | | 0 | | | | 86 | |
4. Trade-marks, patents and similar assets | | | 141 | | | | 0 | |
5. Goodwill | | | 0 | | | | 0 | |
6. Advances and prepayments on intangible assets | | | 0 | | | | 0 | |
7. Adjusted value of intangible assets | | | 0 | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
II. TANGIBLE ASSETS: | | | 33,808 | | | | 29,703 | |
1. Land and buildings and rights to immovables | | | 5,772 | | | | 5,437 | |
2. Plant and machinery, vehicles | | | 15,175 | | | | 16,499 | |
3. Other equipment, fixtures and fittings, vehicles | | | 1,513 | | | | 1,363 | |
4. Assets in course of construction | | | 11,338 | | | | 6,358 | |
5. Payments on account | | | 10 | | | | 46 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
III. FINANCIAL INVESTMENTS: | | | 24 | | | | 11 | |
1. Long-term participations in affiliated undertakings | | | 0 | | | | 0 | |
2. Long-term credit to affiliated undertakings | | | 0 | | | | 0 | |
3. Other long-term loans | | | 24 | | | | 11 | |
4. Adjusted value of financial investments | | | 0 | | | | 0 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
B. CURRENT ASSETS | | | 40,783 | | | | 32,061 | |
| | | | | | | | |
I. Inventories | | | 13,980 | | | | 10,895 | |
1. Raw materials and consumables | | | 8,469 | | | | 5,965 | |
2. Work in progress, intermediate and semi-finished products | | | 2,330 | | | | 2,343 | |
3. Finished products | | | 3,181 | | | | 2,587 | |
4. Goods | | | 0 | | | | 0 | |
5. Advances and prepayments | | | 0 | | | | 0 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
II. Accounts Receivable | | | 8,698 | | | | 10,791 | |
1. Trade debtors | | | 5,368 | | | | 5,976 | |
2. Receivables from affiliated undertakings | | | 11 | | | | 735 | |
3. Receivables from independent undertakings | | | 0 | | | | 0 | |
4. Other receivables | | | 3,319 | | | | 4,080 | |
| | | | | | | | |
| | | | | | | | |
III. Securities | | | | | | | | |
1. Participations in affiliated undertakings | | | 0 | | | | 0 | |
2. Own shares and own partnership shares | | | 0 | | | | 0 | |
3. Securities signifying a creditor relationship for trading purposes | | | 0 | | | | 0 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
IV. Liquid Assets | | | 18,105 | | | | 10,375 | |
1. Cash, checks | | | 17 | | | | 11 | |
2. Bank deposits | | | 18,088 | | | | 10,364 | |
| | | | | | | | |
C. ACCRUED AND DEFERRED ASSETS | | | 130 | | | | 82 | |
1. Accrued income | | | 26 | | | | 1 | |
2. Accrued Expenses | | | 104 | | | | 81 | |
3. Deferred Expenses | | | 0 | | | | 0 | |
| | | | | | | | |
TOTAL ASSETS | | € | 74,886 | | | € | 61,943 | |
The accompanying supplement is an integral part of this balance sheet. | | | | | | | | |
SUOFTEC LIGHT METAL PRODUCTION AND DISTRIBUTION CO. LTD | | | | | | |
| | | | | | |
BALANCE SHEET | | | | | | |
FOR THE YEAR ENDED DECEMBER 31, 2009 (Euros in Thousands) | | | | | | |
| | | | | | |
| | | | | | |
| | | 31.12.2008 | | | | 31.12.2009 | |
| | (Unaudited) | | | | | |
LIABILITIES | | | | | | | | |
| | | | | | | | |
D. SHAREHOLDERS’ EQUITY | | € | 66,692 | | | € | 52,013 | |
I. Subscribed capital including: | | | 30,678 | | | | 30,678 | |
a). Ownership shares repurchased at face value: | | | | | | | | |
II. Subscribed capital unpaid | | | 0 | | | | 0 | |
III. Capital reserve | | | 0 | | | | 0 | |
IV. Accumulated profit reserve | | | 36,558 | | | | 36,015 | |
V. Tied-up reserve | | | 0 | | | | 0 | |
VI. Revaluation reserve | | | 0 | | | | 0 | |
VII. Profit or (loss) for the year | | | (544 | ) | | | (14,680 | ) |
| | | | | | | | |
E. PROVISIONS: | | | | | | | | |
1. Provisions for forward liabilities | | | 0 | | | | 0 | |
2. Provisions for forward expenses | | | 0 | | | | 0 | |
3. Other provisions | | | 0 | | | | 0 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
F. LIABILITIES | | | 8,110 | | | | 9,797 | |
I. Subordinated liabilities | | | | | | | | |
| | | | | | | | |
II. Long-term liabilities: | | | 106 | | | | 88 | |
1. Long-term loans | | | 0 | | | | 0 | |
2. Debts on issue of bonds | | | 0 | | | | 0 | |
3. Investment and development credits | | | 0 | | | | 0 | |
4. Other long-term credits | | | 106 | | | | 88 | |
5. Long-term liabilities to affiliated undertakings | | | 0 | | | | 0 | |
6. Other long-term liabilities | | | 0 | | | | 0 | |
| | | | | | | | |
III. Current liabilities: | | | 8,004 | | | | 9,709 | |
1. Short-term bank loans | | | 0 | | | | 0 | |
2. Other short-term loans | | | 38 | | | | 39 | |
3. Advances received from customers | | | 0 | | | | 0 | |
4. Accounts payable | | | 5,487 | | | | 6,443 | |
5. Bills payable | | | 0 | | | | 0 | |
6. Short-term liabilities to affiliated undertakings | | | 1,255 | | | | 2,213 | |
7. Other short-term liabilities | | | 1,224 | | | | 1,014 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
G. ACCRUED AND DEFERRED LIABILITIES: | | | 84 | | | | 133 | |
1. Deferred income | | | 0 | | | | 0 | |
2. Deferred expenses | | | 84 | | | | 133 | |
3. Accrued income | | | | | | | | |
| | | | | | | | |
TOTAL LIABILITIES AND EQUITY | | € | 74,886 | | | € | 61,943 | |
| | | | | | | | |
| | | | | | | | |
The accompanying supplement is an integral part of this balance sheet. | | | | | | | | |
SUOFTEC LIGHT METAL PRODUCTION AND DISTRIBUTION CO. LTD. | | | | | | | | | |
| | | | | | | | | |
STATEMENT OF PROFIT AND LOSS | | | | | | | | | |
FOR THE YEAR ENDING DECEMBER 31, 2009 | | | | | | | | | |
(Euros in Thousands) | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | 2007 | | | 2008 | | | 2009 | |
| | (Unaudited) | | | (Unaudited) | | | | |
01. NET DOMESTIC SALES | | € | 12,338 | | | € | 9,964 | | | € | 2,418 | |
02. NET EXTERNAL SALES | | | 94,799 | | | | 83,547 | | | | 55,908 | |
| | | | | | | | | | | | |
I. Total sales (revenues) | | | 107,137 | | | | 93,511 | | | | 58,326 | |
| | | | | | | | | | | | |
03. Variations in self-manufactured stocks | | | 928 | | | | 1,264 | | | | (581 | ) |
04. Own work capitalized | | | 469 | | | | 671 | | | | 154 | |
| | | | | | | | | | | | |
II. Own performance capitalized (03+04) | | | 1,397 | | | | 1,935 | | | | (427 | ) |
| | | | | | | | | | | | |
III. Other income | | | 963 | | | | 510 | | | | 1,074 | |
including: loss in value marked back | | | | | | | | | | | | |
| | | | | | | | | | | | |
05. Raw materials and consumables | | | 68,943 | | | | 63,508 | | | | 43,155 | |
06. Contracted services | | | 13,548 | | | | 14,141 | | | | 13,062 | |
07. Other service activities | | | 123 | | | | 124 | | | | 159 | |
08. Original cost of goods sold | | | 0 | | | | 0 | | | | 0 | |
09. Value of services sold (intermediated) | | | 0 | | | | 0 | | | | 0 | |
IV. Material costs (05+06+07+08+09) | | | 82,614 | | | | 77,773 | | | | 56,376 | |
| | | | | | | | | | | | |
10. Wages and salaries | | | 7,388 | | | | 7,524 | | | | 6,300 | |
11. Other employee benefits | | | 597 | | | | 985 | | | | 791 | |
12. Contributions on wages and salaries | | | 2,615 | | | | 2,718 | | | | 2,210 | |
| | | | | | | | | | | | |
V. Staff costs (10+11+12) | | | 10,600 | | | | 11,227 | | | | 9,301 | |
| | | | | | | | | | | | |
VI. Depreciation | | | 6,319 | | | | 6,002 | | | | 5,940 | |
| | | | | | | | | | | | |
VII. Other operating charges including: loss in value | | | 1,561 | | | | 1,516 | | | | 2,245 | |
| | | | | | | | | | | | |
A. Income (loss) from operations (I+II+III-IV-V-VI-VII) | | | 8,403 | | | | (562 | ) | | | (14,889 | ) |
| | | | | | | | | | | | |
16. Other interest and similar income (received or due) | | | 713 | | | | 897 | | | | 240 | |
| | | | | | | | | | | | |
17. Other income from financial transactions | | | 1,621 | | | | 2,223 | | | | 1,327 | |
| | | | | | | | | | | | |
VIII. Income from financial transactions (16+17) | | | 2,334 | | | | 3,120 | | | | 1,567 | |
| | | | | | | | | | | | |
19. Interest payable and similar charges including: to affiliated undertakings | | | 4 | | | | 20 | | | | 14 | |
21. Other expenses on financial transactions | | | 1,019 | | | | 3,082 | | | | 1,344 | |
| | | | | | | | | | | | |
IX. Expenses on financial transactions | | | 1,023 | | | | 3,102 | | | | 1,358 | |
| | | | | | | | | | | | |
B. Profit or (loss) from financial transactions (VIII-IX) | | | 1,311 | | | | 18 | | | | 209 | |
| | | | | | | | | | | | |
C. Profit or (loss) of ordinary activities (A+B) | | | 9,714 | | | | (544 | ) | | | (14,680 | ) |
| | | | | | | | | | | | |
X. Extraordinary income | | | 0 | | | | 0 | | | | 0 | |
XI. Extraordinary expenses | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
D. Extraordinary profit or loss (X-XI) | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
E. Income (loss) before taxes (C+D) | | | 9,714 | | | | (544 | ) | | | (14,680 | ) |
| | | | | | | | | | | | |
XII. Tax payable | | | 1,847 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
F. Profit (loss) after taxes (E-XII) | | | 7,867 | | | | (544 | ) | | | (14,680 | ) |
| | | | | | | | | | | | |
22. Profit reserves used for dividends and profit-sharing | | | 0 | | | | 0 | | | | 0 | |
23. Dividends and profit-sharing paid (payable) | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
G. Profit or loss for the year (F+22-23) | | € | 7,867 | | | € | (544 | ) | | € | (14,680 | ) |
| | | | | | | | | | | | |
The accompanying supplement is an integral part of this statement of profit and loss. | | | | | | | | | | | | |
SUOFTEC LIGHT METAL PRODUCTION AND DISTRIBUTION CO. LTD.
SUPPLEMENT COMPRISING A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY NOTES
FOR THE YEAR ENDED DECEMBER 31, 2009
(Euros in thousands unless otherwise specified) (2007and 2008 amounts are unaudited)
1. | PRESENTATION OF THE COMPANY |
Suoftec Light Metal Production and Distribution Co. Ltd. (hereinafter referred to as the “Company”), with registered offices at Búzavirág út 12, H-2800 Tatabánya, Hungary is engaged in the following operations:
TEÁOR1 Code | Activity |
| |
2442 | Aluminum production |
2453 | Casting of Light Metals |
2562 | Machining |
2932 | Manufacture of other parts and accessories for motor vehicles |
2561 | Treatment and coating of metals |
5210 | Warehousing and Storage |
1 TEÁOR = Tevékenységek Egységes Ágazati Osztályozási Rendszere Standard Industrial Classification System of Activities (Operations) [the Hungarian equivalent of Standard Industrial Code]
The Company was established on May 25, 1995 as a joint venture of Superior Industries International Inc. (California, USA) and Otto Fuchs Metallwerke KG (Meinerzhagen, Germany) each having a 50% share of ownership.
The Company’s initial share capital was DEM 50,000 paid in cash by the shareholders. The Companies Court registered the share capital of the Company in DEM. The shareholders have increased and decreased the ordinary share capital since the date of incorporation as follows (figures in DEM ‘000):
The Company prepared its Hungarian financial statements according to the Hungarian Accounting Law, which was audited in accordance with Hungarian auditing standards with an audit opinion date of February 5, 2010. These financial statements were prepared for a shareholder to meet its reporting requirements with the United States Securities and Exchange Commission.
| | Amount of | | | Amount of | | Total |
Date | | Capital Increase | | | Capital Decrease | | Capital |
| | | | | | | |
Initial Share Capital | | | 50 | | | | | |
August 3, 1995 | | | 26,000 | | | | | |
January 23, 1996 | | | 17,000 | | | | | |
May 8, 1996 | | | 16,950 | | | | | |
November 30, 1998 | | | 40,000 | | | | | |
December 15, 1998 | | | | | | | 40,000 | | |
| | | | | | | | | |
Total | | | 100,000 | | | | 40,000 | | 60,000 |
The Companies Court has registered all transactions of capital increase and decrease.
The Company’s ownership structure is the following as of December 31, 2009:
| | Amount | | | Ownership | |
Owner | | EUR 000’s | | | Share, % | |
| | | | | | |
SUOFTEC Light Metal Products B.V. | | | | | | |
NL 1097 JB Amsterdam, Prins Bernhardplein 200. | | | | | | |
The Netherlands | | | 15,339 | | | | 50 | % |
Otto Fuchs Metallwerke KG | | | | | | | | |
Derschlager Str. 26, 58540 Meinerzhagen | | | | | | | | |
Germany | | | 15,339 | | | | 50 | % |
| | | | | | | | |
| | | 30,678 | | | | 100 | % |
Based on Section 88 of the Accounting Law the audit is obligatory for the Company.
The books and records of the Company are maintained in accordance with the current Act C of 2000 on Accounting (the “Law”) and generally accepted accounting principles in Hungary. Business records and books have been maintained in Euros as a result of stipulations of the Corporate Charter.
A summary of the accounting policy of the Company and the method and procedures of evaluation are described below:
2.1 | Basis of Accounting — The Law entered into force on January 1, 2001. The attached Balance Sheet reflecting conditions as at December 31, 2008 and 2009 as well as the Profit and Loss Statement for the years than ended were both drafted in accordance with the current Law on Accounting. |
The Company possesses the mandatory regulations required in Section 14 of paragraph 5 of the Accounting Law.
The Internal Revenue Service completed a full scope tax audit regarding the years 2004 and 2005. No liabilities arose as result of the tax audit. The Internal Revenue Service may audit the books and records anytime within 6 years after the tax year and may impose additional tax or penalty. No occurrences have come to the attention of the Management of the Company that would result in material liabilities.
| Completion Date of the Balance Sheet — The Company has set forth the date of February 15 of the subsequent year as the completion date of the Balance Sheet for the year 2007 and set forth the date of January 15 of the subsequent year as the completion date of the Balance Sheet for the years 2008 and 2009. |
The completion date of the Balance Sheet changed in 2008 on request from the American Owner. The date brought forward did not cause any problem.
| Intangible Assets — The capitalized value of intellectual property (software applications) is amortized over 3 years by the Company. |
The planned amortization period for rights of pecuniary value is 6 years.
2.4 | Tangible Assets — Purchased tangible fixed assets are stated by the Company at acquisition cost less accumulated depreciation. |
Individual items of tangible fixed assets below a purchase price of HUF 50,000 are fully depreciated when put into use (capitalized).
Depreciation is calculated by the Company on a straight line basis over the estimated useful life cycle of the related asset. The basis of the calculation of the depreciation is the day. The expected useful life cycles have been determined with a view to historical data provided by the Owners.
The following useful life cycles have been taken into account for the purpose of setting depreciation rates of tangible assets in accordance with the Law:
| Year |
| |
Intangible Assets | 3–6 |
Buildings | 25 |
Production machinery, equipment | 5–10 |
Other machinery, equipment | 3–6 |
2.5 | Valuation of Stocks — The Company keeps records of the quantity and value of stocks and keeps inventory records in the course of the year. The Company assesses the current stock value at weighed average price of the latest purchases. |
The volume of self-manufactured stocks included in the Balance Sheet is determined on the basis of inventory at year end. The value of self-manufactured stocks is assessed at direct prime cost.
2.6 | The format of the Profit and Loss Statement — The Company completed the Profit and Loss Statement according to the total cost method (version “A”). |
2.7 | Valuation of Currency Stock — The Company records receivables from customers and liabilities due to suppliers (creditors) at the current exchange rate applied by its bank between the daily base foreign exchange and other foreign exchanges. Transactions associated with bank accounts are recorded with regard to the daily average price of foreign exchange. |
3. | PROPERTY STATUS, FINANCIAL POSITION AND LIQUIDITY |
The change in the Company’s property status is represented by the statement below:
Amounts in Thousands | Comment | | 2008 | | | 2009 | | | Change % | |
| | | (Unaudited) | | | | | | | |
A. Fixed assets: | | | € | 33,973 | | | € | 29,800 | | | | (12.28 | )% |
I. Intangible assets | | | | 141 | | | | 86 | | | | (39.01 | ) |
II. Tangible assets | | | | 33,808 | | | | 29,703 | | | | (12.14 | ) |
III. Financial investments | | | | 24 | | | | 11 | | | | (54.17 | ) |
B. Current assets: | | | | 40,783 | | | | 32,061 | | | | (21.39 | ) |
I. Inventories | | | | 13,980 | | | | 10,895 | | | | (22.07 | ) |
II. Liabilities | | | | 8,698 | | | | 10,791 | | | | 24.06 | |
III. Securities | | | | | | | | | | | | | |
IV. Liquid assets | | | | 18,105 | | | | 10,375 | | | | (42.70 | ) |
C. Accrued and deferred assets: | | | | 130 | | | | 82 | | | | (36.92 | ) |
Assets total | | | | 74,886 | | | | 61,943 | | | | (17.28 | ) |
D. Shareholders’ equity: | | | | 66,692 | | | | 52,013 | | | | (22.01 | ) |
I. Subscribed capital | | | | 30,678 | | | | 30,678 | | | | | |
II. Subscribed capital unpaid | | | | | | | | | | | | | |
III. Capital reserve | | | | | | | | | | | | | |
IV. Accumulated profit reserve | | | | 36,558 | | | | 36,015 | | | | (1.49 | ) |
V. Engaged reserve | | | | | | | | | | | | | |
VI. Revaluation reserve | | | | | | | | | | | | | |
VII. Profit or loss for the year | | | | (544 | ) | | | (14,680 | ) | | | 2,598.53 | |
E. Provisions | | | | | | | | | | | | | |
F. Liabilities: | | | | 8,110 | | | | 9,797 | | | | 20.80 | |
I. Subordinated liabilities | | | | | | | | | | | | | |
II. Long-term liabilities | | | | 106 | | | | 88 | | | | (16.98 | ) |
III. Current liabilities | | | | 8,004 | | | | 9,709 | | | | 21.30 | |
G. Accrued and deferred liabilities | | | | 84 | | | | 133 | | | | 58.33 | |
Liabilities total | | | € | 74,886 | | | € | 61,943 | | | | (17.28 | ) |
Ratios related to property status are represented by the statement below:
| | Previous | | | Current | | | | |
| | Year | | | Year | | | Change | |
| | (Unaudited) | | | | | | | |
Fixed assets | | | 45.37 | | | | 48.11 | | | | 2.74 | |
Current assets and accrued assets | | | 54.63 | | | | 51.89 | | | | (2.74 | ) |
Capital intensiveness | | | 89.06 | | | | 83.97 | | | | (5.09 | ) |
Rate of provisions | | | | | | | | | | | | |
Coverage of invested assets I. | | | 196.31 | | | | 174.54 | | | | (21.77 | ) |
Coverage of invested assets II. | | | 196.62 | | | | 174.84 | | | | (21.78 | ) |
Proportion of current assets and shareholder’s equity | | | 61.15 | | | | 61.64 | | | | 0.49 | |
Accretive index of shareholder’s equity | | | 217.40 | | | | 169.54 | | | | (47.86 | ) |
The Company’s financial position and liquidity as of December 31, 2009 are represented by the Cash-Flow Statement below:
Amounts in Thousands | | 2007 | | | 2008 | | | 2009 | |
| | (Unaudited) | | | (Unaudited) | | | | |
Variation in cash-flow from operations | | € | 14,917 | | | € | 8,597 | | | € | (6,708 | ) |
Profit before tax | | | 9,714 | | | | (544 | ) | | | (14,680 | ) |
Depreciation write-off | | | 6,322 | | | | 6,012 | | | | 5,940 | |
Loss in value and back marking | | | 0 | | | | 0 | | | | 0 | |
Difference between formation and | | | | | | | | | | | | |
utilization of provisions | | | 0 | | | | 0 | | | | 0 | |
Invested assets sold | | | (256 | ) | | | (94 | ) | | | 196 | |
Variation in accounts payable | | | 1,488 | | | | (1,225 | ) | | | 957 | |
Variation in other short-term liabilities | | | (201 | ) | | | 98 | | | | (210 | ) |
Variation in accrued and deferred liabilities | | | (69 | ) | | | 5 | | | | 49 | |
Variation in trade debtors | | | 1,220 | | | | 1,477 | | | | (608 | ) |
Variation in current assets (without receivables | | | | | | | | | | | | |
and liquid assets) | | | 1,374 | | | | 2,829 | | | | 1,600 | |
Variation in accrued and deferred assets | | | (80 | ) | | | 39 | | | | 48 | |
Tax paid or payable (on profit) | | | (1,847 | ) | | | 0 | | | | 0 | |
Dividends and profit-sharing paid or payable | | | 0 | | | | 0 | | | | 0 | |
Profit on extraordinary operations | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
Variation in cash-flow from investments | | | (7,070 | ) | | | (10,053 | ) | | | (1,963 | ) |
Purchase of invested assets | | | (7,651 | ) | | | (10,518 | ) | | | (2,980 | ) |
Sale of invested assets | | | 581 | | | | 465 | | | | 1,017 | |
Dividends and profit-sharing received | | | 0 | | | | 0 | | | | 0 | |
Write-off of financial investments | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
Variation in cash-flow from financial transactions | | | (6,483 | ) | | | (554 | ) | | | 941 | |
Receipts from shares issue (capital influx) | | | 0 | | | | 0 | | | | 0 | |
Receipts from the issue of bonds and securities | | | | | | | | | | | | |
signifying a creditor relationship | | | 0 | | | | 0 | | | | 0 | |
Borrowings | | | 0 | | | | 0 | | | | 0 | |
Repayment, termination or redemption of long-term | | | | | | | | | | | | |
loans and bank deposits | | | 0 | | | | 0 | | | | 0 | |
Non-repayable assets received | | | 0 | | | | 0 | | | | 0 | |
Cancellation of shares, disinvestment (capital reduction) | | | 0 | | | | 0 | | | | 0 | |
Loan installment payments | | | 128 | | | | (53 | ) | | | (17 | ) |
Non-repayable assets transferred | | | 0 | | | | 0 | | | | 0 | |
Variation in liabilities due to founders and | | | | | | | | | | | | |
in other long-term liabilities | | | (6,611 | ) | | | (501 | ) | | | 958 | |
| | | | | | | | | | | | |
Changes of liquid assets | | | 1,364 | | | | (2,010 | ) | | | (7,730 | ) |
| | | | | | | | | | | | |
Liquid assets at the beginning of the year | | | 18,751 | | | | 20,115 | | | | 18,105 | |
| | | | | | | | | | | | |
Liquid assets at the end of the year | | € | 20,115 | | | € | 18,105 | | | € | 10,375 | |
Ratios related to the outstanding debt and liquidity of the company are represented by the statement below:
| | Previous | | | Current | | | | |
Index | | Year | | | Year | | | Change | |
| | (Unaudited) | | | | | | | |
Coverage of the credit | | | 108.67 | | | | 111.14 | | | | 2.47 | |
Comparison of accounts receivable and | | | | | | | | | | | | |
accounts payable | | | 97.82 | | | | 92.76 | | | | (5.06 | ) |
Outstanding total debt | | | 0.11 | | | | 0.16 | | | | 0.05 | |
Rate of debt service | | | 145.39 | | | | (226.80 | ) | | | (372.19 | ) |
Quick ratio | | | 2.26 | | | | 1.07 | | | | (1.19 | ) |
Acid test | | | 5.10 | | | | 3.30 | | | | (1.79 | ) |
4. | INTANGIBLE FIXED ASSETS |
The following is a summary of the movements in intangible fixed assets in the year 2009:
Amounts in Thousands | | Rights | | | | | | | |
| | of Pecuniary | | | Intellectual | | | | |
| | Value | | | Property | | | Total | |
Gross value: | | | | | | | | | |
Opening balance as of January 1, 2009 | | € | 1,018 | | | € | 0 | | | € | 1,018 | |
Additions | | | 29 | | | | 0 | | | | 29 | |
| | | | | | | | | | | | |
Closing balance as of December 31, 2009 | | | 1,047 | | | | 0 | | | | 1,047 | |
| | | | | | | | | | | | |
Accumulated amortization: | | | | | | | | | | | | |
Opening balance as of January 1, 2009 | | | 877 | | | | 0 | | | | 877 | |
Additions | | | 84 | | | | 0 | | | | 84 | |
| | | | | | | | | | | | |
Closing balance as of December 31, 2009 | | | 961 | | | | 0 | | | | 961 | |
| | | | | | | | | | | | |
Net value as of January 1, 2009 | | | 141 | | | | 0 | | | | 141 | |
| | | | | | | | | | | | |
Net value as of December 31, 2009 | | € | 86 | | | € | 0 | | | € | 86 | |
Rights of pecuniary value were disclosed among intellectual properties in the balance sheet in 2008. This has been corrected in the 2009 balance sheet.
The following is a summary of the movements in tangible fixed assets in the year 2009:
Amounts in Thousands | | | | | | | Other | | | | | | | |
| | | | Technical | | | Equipment, | | | | Advances | |
| Real | | | Equip./Machinery | Fittings | | Construction | | On Construction |
| Estates | | | Vehicles | | | And Vehicles | In Progress | | | In Progress | Total |
| | | | | | | | | | | | | | |
Gross value: | | | | | | | | | | | | | | |
Opening balance | | | | | | | | | | | | | | |
as of January 1, 2009 | € 9,493 | | | € 92,377 | | | € 6,857 | | € 11,338 | | | € 10 | | € 120,075 |
Additions | 42 | | | 7,567 | | | 279 | | 2,937 | | | 36 | | 10,861 |
Capitalization | | | | | | | | | | | | | | - |
Reclassifications | | | | | | | | | | | | | | - |
Reductions | | | | (3,226) | | | (6) | | (7,917) | | | | | (11,149) |
| | | | | | | | | | | | | | |
Closing balance | | | | | | | | | | | | | | |
as of December 31, 2009 | 9,535 | | | 96,718 | | | 7,130 | | 6,358 | | | 46 | | 119,787 |
| | | | | | | | | | | | | | |
Accumulated depreciation: | | | | | | | | | | | | | | |
Opening balance | | | | | | | | | | | | | | |
as of January 1, 2009 | 3,721 | | | 77,202 | | | 5,344 | | | | | | | 86,267 |
Depreciation accounted | 377 | | | 5,050 | | | 429 | | | | | | | 5,856 |
Reclassifications | | | | | | | | | | | | | | - |
Reductions | | | | (2,033) | | | (6) | | | | | | | (2,039) |
| | | | | | | | | | | | | | |
Closing balance | | | | | | | | | | | | | | |
as of December 31, 2009 | 4,098 | | | 80,219 | | | 5,767 | | - | | | - | | 90,084 |
| | | | | | | | | | | | | | |
Net value as of January 1, 2009 | 5,772 | | | 15,175 | | | 1,513 | | 11,338 | | | 10 | | 33,808 |
| | | | | | | | | | | | | | |
Net value as of December 31, 2009 | € 5,437 | | | € 16,499 | | | € 1,363 | | € 6,358 | | | € 46 | | € 29,703 |
6. | RECEIVABLES FROM SHAREHOLDERS AND OTHER RECEIVABLES |
Receivables as of December 31, 2008 and 2009 are the following:
Amounts in Thousands | | 2008 | | | 2009 | |
| | (Unaudited) | | | | |
Receivables from shareholders | | € | 11 | | | € | 735 | |
| | | | | | | | |
OTHER RECEIVABLES: | | | | | | | | |
VAT receivables | | € | 1,377 | | | € | 2,794 | |
Loan granted to employees | | | 11 | | | | | |
Advances from OMB (National Technical Development Commission) | | | 16 | | | | 5 | |
Corporate tax | | | 1,386 | | | | 687 | |
Contribution to health insurance fund | | | 3 | | | | | |
Contribution to innovation found | | | 11 | | | | 58 | |
Special tax of business partnerships | | | 379 | | | | 196 | |
Customs deposit | | | 5 | | | | 5 | |
Business tax | | | 121 | | | | 294 | |
Other receivables | | | 10 | | | | 41 | |
| | | | | | | | |
Total | | € | 3,319 | | | € | 4,080 | |
Amounts in Thousands | | 2008 | | | 2009 | |
| | (Unaudited) | | | | |
Bank deposits | | € | 65 | | | € | 93 | |
Term deposits | | | 18,023 | | | | 10,271 | |
| | | | | | | | |
Total | | € | 18,088 | | | € | 10,364 | |
The bank guarantee in the amount of HUF 20 million serves as the security of the deferred customs payments. Suoftec Kft. placed a HUF 20 million bank deposit as the security of the bank guarantee. The Company doesn’t have other off-balance sheet item.
The following is a summary of the changes in equity capital during the year ended December 31, 2009:
Amounts in Thousands | | | | | | | | | | | | | | Balance | |
| | Subscribed | | | Capital | | | Profit | | | Engaged | | | Sheet | |
| | Capital | | | Reserve | | | Reserve | | | Provisions | | | Profit | |
| | | | | | | | | | | | | | | |
Balance as | | | | | | | | | | | | | | | |
of December 31, 2008 | | € | 30,678 | | | € | - | | | € | 36,558 | | | € | - | | | € | (543 | ) |
| | | | | | | | | | | | | | | | | | | | |
Posting up profit/loss | | | | | | | | | | | | | | | | | | | | |
of the year 2008 | | | | | | | | | | | (543 | ) | | | | | | | 543 | |
Loss of 2009 | | | | | | | | | | | | | | | | | | | (14,680 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance as | | | | | | | | | | | | | | | | | | | | |
of December 31, 2009 | | € | 30,678 | | | € | - | | | € | 36,015 | | | € | - | | | € | (14,680 | ) |
The loss of the year 2009 will be put in profit reserve.
The Company has long-term liabilities due to financial leasing of vehicles.
The Company has no long-term liabilities exceeding 5 years.
10. | PRESENTATION OF LIABILITY TO OWNERS AND OTHER SHORT TERM LIABILITIES |
Details of other short-term liabilities as of December 31, 2008 and 2009 are summarized as follows:
Amounts in Thousands | | 2008 | | | 2009 | |
| | (Unaudited) | | | | |
Liability to Owners | | € | 1,255 | | | € | 2,213 | |
| | | | | | | | |
| | | | | | | | |
| | | 2008 | | | | 2009 | |
| | (Unaudited) | | | | | |
SHORT-TERM LIABILITIES: | | | | | | | | |
Liability to government budget | | € | 510 | | | € | 535 | |
Liability to employees | | | 312 | | | | 357 | |
Not invoiced shipments | | | | | | | 55 | |
Miscellaneous | | | 402 | | | | 67 | |
| | | | | | | | |
Total | | € | 1,224 | | | € | 1,014 | |
We accounted €39,000 from the long-term liabilities as a short-term liability due within one business year after the closing date of the Balance Sheet.
The export and domestic revenues of the Company are the following in the years ended December 31, 2008 and 2009:
Amounts in Thousands | | 2008 | | | 2009 | |
| | (Unaudited) | | | | |
Revenue of forging from abroad | | € | 36,836 | | | € | 29,022 | |
Revenue of casting from abroad | | | 45,619 | | | | 27,239 | |
Domestic revenue of casting | | | 9,360 | | | | 2,410 | |
Domestic revenue of forging | | | | | | | | |
Revenue from waste | | | 1,141 | | | | 601 | |
Other revenue from abroad | | | 554 | | | | (953 | ) |
Other domestic revenue | | | 1 | | | | 7 | |
| | | | | | | | |
Total | | € | 93,511 | | | € | 58,326 | |
Geographic distribution of wheel sales in value:
Amounts in Thousands | | 2008 | | | 2009 | |
| | (Unaudited) | | | | |
America | | € | 8,160 | | | € | 911 | |
Europe | | | 83,655 | | | | 57,760 | |
| | | | | | | | |
Total | | € | 91,815 | | | € | 58,671 | |
The company produces aluminum wheels by using two processes. These are the Forge and the Cast processes. Shipping terms are DDU and FCA.
Other expenditures in 2008 and 2009 are the following:
Amounts in Thousands | | 2008 | | | 2009 | |
| | (Unaudited) | | | | |
Tangible assets sold | | € | 371 | | | € | 1,213 | |
Loss in value | | | | | | | 83 | |
Loss on credits | | | | | | | | |
Fine, penalty | | | | | | | | |
Damage compensation | | | | | | | 138 | |
Costs charged over | | | 363 | | | | 152 | |
Material sales | | | | | | | | |
Items to increase tax base | | | 32 | | | | 11 | |
Non refundable VAT | | | | | | | 10 | |
Innovation, environmental load | | | 92 | | | | 46 | |
Local taxes | | | 611 | | | | 305 | |
Cost associated with damages | | | | | | | | |
Stock sorted out | | | | | | | 50 | |
Miscellaneous | | | 47 | | | | 237 | |
| | | | | | | | |
Total | | € | 1,516 | | | € | 2,245 | |
13. | DETAILS OF ACCRUED AND DEFERRED ASSETS IN CURRENT YEAR |
Amounts in Thousands | | 2008 | | | 2009 | |
Accrued and deferred assets: | | (Unaudited) | |
Accrued and deferred assets — revenues | | € | 26 | | | € | 1 | |
Accrued and deferred assets — costs and expenses | | | 104 | | | | 81 | |
Deferred expenses | | | | | | | | |
| | | | | | | | |
Total | | € | 130 | | | € | 82 | |
| | | | | | | | |
Accrued and deferred liabilities: | | | | | | | | |
Accrued and deferred liabilities — revenues | | € | - | | | € | - | |
Accrued and deferred liabilities — costs and expenses | | | 84 | | | | 133 | |
Deferred revenues | | | | | | | | |
| | | | | | | | |
Total | | € | 84 | | | € | 133 | |
The accrued and deferred assets include a lease fee of 4 thousand EUR of cars, a yearly maintenance fee of 47 thousand EUR of the MFG software and an amount of 21 thousand EUR which is the portion of the insurance fee payable in 2010.
The accrued and deferred liabilities include an audit fee of 26 thousand EUR and a logistic fee of 92 thousand EUR of Superior Mexico.
The average statistical number of employees of the Company was 500 people in 2008 and 480 in 2009. The amount of personnel related expenses was €11,227,000 in 2008 and €9,301,000 in 2009.
The average statistical number of employees employed in 2008 and 2009 and associated personnel costs by personnel group are the following:
| | | | | 2008 | | | | | | 2009 | |
| | 2008 | | | Wages 000’s | | | 2009 | | | Wages 000’s | |
| | Employee | | | EUR | | | Employee | | | EUR | |
| | (Unaudited) | | | (Unaudited) | | | | | | | |
Salaried | | | 60 | | | € | 1,277 | | | | 59 | | | € | 1,132 | |
Waged | | | 440 | | | | 3,105 | | | | 421 | | | | 2,692 | |
| | | | | | | | | | | | | | | | |
Total | | | 500 | | | € | 4,382 | | | | 480 | | | € | 3,824 | |
No mortgage is registered on the assets of the Company.
16. | VOLUMES OF HAZARDOUS WASTE |
We have accounted the hazardous waste generated with the volume shipped for disposal in the particular period of time.
The volume of hazardous waste generated in 2008 and 2009 is the following (figures in kg):
| | 2008 | | | 2009 | |
| | (Unaudited) | | | | |
Aluminum acid slag | | | | | | |
Caustic wooden pallet | | | - | | | | 1,000 | |
Emulsion | | | - | | | | - | |
Aluminum sludge | | | 87,355 | | | | 85,220 | |
Paper contaminated with paint | | | 97,540 | | | | 99,860 | |
Spent oil | | | 94,982 | | | | 34,780 | |
Paint residue | | | 3,570 | | | | 1,020 | |
Rag contaminated with oil | | | 17,470 | | | | 22,470 | |
Demolition waste of furnace | | | 66,690 | | | | 30,130 | |
Ceramic heating insert contaminated with aluminum | | | 16,850 | | | | 17,990 | |
Metal chip contaminated with oil | | | - | | | | 17,380 | |
Metal drums contaminated with oil | | | - | | | | - | |
Sludge with oily dust | | | - | | | | - | |
Sludge with oil | | | 5,250 | | | | 86,670 | |
Packaging materials contaminated with hazardous substances | | | 30,430 | | | | 17,780 | |
Electronic waste | | | 1,937 | | | | 2,190 | |
Screened gravel for aluminum dist. | | | 5,160 | | | | - | |
Tank bottom sludge | | | - | | | | 2,500 | |
| | | | | | | | |
Total | | | 427,234 | | | | 418,990 | |
The differences between the tax base defined by the Corporate tax law and the pre-tax profit are the following in the years ended December 31, 2008 and 2009:
Amounts in Thousands | | 2008 | | | 2008 | | | 2009 | | | 2009 | |
| | EUR | | | HUF | | | EUR | | | HUF | |
| | (Unaudited) | | | (Unaudited) | | | | | | | |
Profit before tax | | | (544 | ) | | | (143,998 | ) | | | (14,680 | ) | | | (3,975,952 | ) |
| | | | | | | | | | | | | | | | |
Items to increase tax base | | | - | | | | - | | | | - | | | | - | |
Entertainment costs | | | - | | | | - | | | | - | | | | - | |
Internal revision for the year 2007 | | | 3 | | | | 756 | | | | - | | | | - | |
Depreciation and clearances | | | 6,383 | | | | 1,690,144 | | | | 7,304 | | | | 1,978,229 | |
Financial support provided free of charge | | | 2 | | | | 571 | | | | - | | | | - | |
Costs of other items to increase tax base | | | 7 | | | | 1,704 | | | | 11 | | | | 2,954 | |
Fine stipulated by a resolution of final effect | | | 20 | | | | 5,422 | | | | - | | | | - | |
Amount of loss in value recorded during the tax year on | | | | | | | | | | | | | | | | |
receivables | | | - | | | | - | | | | 83 | | | | 22,517 | |
Amount of unrecoverable claims written off in tax year | | | - | | | | - | | | | - | | | | - | |
Costs of other items to increase tax base | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Total of items to increase tax base | | | 6,415 | | | | 1,698,597 | | | | 7,398 | | | | 2,003,700 | |
| | | | | | | | | | | | | | | | |
Items to increase tax base | | | - | | | | - | | | | - | | | | - | |
Amount of accrued loss of previous year written off in | | | | | | | | | | | | | | | | |
tax year | | | - | | | | - | | | | - | | | | - | |
Amount of loss in value recorded during the tax year on | | | | | | | | | | | | | | | | |
receivables | | | - | | | | - | | | | - | | | | - | |
Losses in value re-accounted in the tax year | | | - | | | | - | | | | - | | | | - | |
Amount of depreciation in accordance with tax law | | | 6,205 | | | | 1,643,002 | | | | 6,733 | | | | 1,823,571 | |
Support to employ unemployed persons | | | - | | | | - | | | | - | | | | - | |
Conversion differences | | | - | | | | - | | | | - | | | | - | |
Reserve for development | | | - | | | | - | | | | - | | | | - | |
Loss observed at the time of tax revision | | | - | | | | - | | | | - | | | | - | |
Gift | | | - | | | | - | | | | - | | | | - | |
Local business tax 100 % | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Total of items to reduce tax base | | | 6,205 | | | | 1,643,002 | | | | 6,733 | | | | 1,823,571 | |
| | | | | | | | | | | | | | | | |
Tax base | | | (334 | ) | | | (88,403 | ) | | | (14,015 | ) | | | (3,795,823 | ) |
| | | | | | | | | | | | | | | | |
Corporate tax and additional tax | | | - | | | | - | | | | - | | | | - | |
18. | TRANSACTIONS WITH RELATED BUSINESSES |
Superior and Otto Fuchs provided our Company with services of the following value in 2008 and 2009:
Amounts in Thousands | | 2008 | | | 2009 | |
| | Otto Fuchs | | | Superior | | | Otto Fuchs | | | Superior | |
| | (Unaudited) | | | (Unaudited) | | | | | | | |
Inventories | | € | 4,329 | | | € | 899 | | | € | 3,160 | | | € | 651 | |
Commission work | | | 819 | | | | - | | | | - | | | | - | |
Interest | | | - | | | | - | | | | - | | | | - | |
Accounting services | | | - | | | | - | | | | 3 | | | | - | |
Commission | | | 793 | | | | - | | | | 572 | | | | - | |
Lease | | | - | | | | - | | | | - | | | | - | |
Insurance | | | - | | | | 23 | | | | 35 | | | | 30 | |
Shipping costs | | | - | | | | 91 | | | | 18 | | | | 39 | |
Travel costs and lodging for business partners | | | - | | | | - | | | | - | | | | - | |
Experts’ fees | | | - | | | | - | | | | - | | | | - | |
Repair of production equipment | | | - | | | | 288 | | | | 55 | | | | 159 | |
Services rendered by foreign professionals | | | 285 | | | | 132 | | | | 240 | | | | 144 | |
Consulting | | | - | | | | - | | | | - | | | | - | |
Selection of wheels | | | - | | | | - | | | | 2 | | | | 710 | |
Painting | | | - | | | | - | | | | 133 | | | | - | |
Other services | | | 103 | | | | 11 | | | | 74 | | �� | | - | |
| | | | | | | | | | | | | | | | |
Total | | € | 6,329 | | | € | 1,444 | | | € | 4,292 | | | € | 1,733 | |
19. | REMUNERATION OF EXECUTIVE OFFICERS AND MANAGERS |
Authorized signatories:
Mr. Joachim Stachelscheid, Managing Director, Derschlager Str. 26, 58540 Meienrzhagen, Germany.
Mr. Kenneth August Stakas, Managing Director, 7800 Woodley Avenue Van Nuys, CA 91406 U.S.A.
The Members of the Supervisory Board and the Managing Directors of the Company received no remuneration in 2009.
20. | AUDITOR’S NAME AND ADDRESS: |
Nagy Zoltán
Deloitte Könyvvizsgáló és Tanácsadó Kft.
H-1068 Budapest, Dózsa György út 84/C., Hungary
The Company pays 50,800 EUR + VAT for the audit in the year 2009.
21. | DETAILS OF NATURAL PERSON AUTHORIZED TO PROVIDE ACCOUNTING SERVICE: |
József Alexi Finance and Accounting Manager, residing in Kolozsvári utca 11, Budaörs H-2040, Hungary, his registration number is MKVK 000123.
22. | IMPAIRMENT ACCOUNTED FOR ACCOUNTS RECEIVABLE |
The Company did not account for any impairments in 2009.
No considerable business events occurred after the balance sheet date that may affect the Annual Report.
23. | RECONCILATION TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES |
The accompanying consolidated financial statement are prepared in accordance with generally accepted accounting principles on Hungary (“Hungarian GAAP”) which differs in certain respect from accounting principles generally accepted in the United States of America (“U.S. GAAP”). The following is a reconciliation of the statement of profit and loss and shareholders’ equity for 2008 and 2009 prepared in accordance with Hungarian GAAP to net income as determined under U.S. GAAP, with a summary of material variations.
(Amounts in Thousands) | | 2008 | | | 2009 | |
| | (Unaudited) | | | | |
Loss as shown in the financial statements | | € | (544 | ) | | € | (14,680 | ) |
| | | | | | | | |
Impact of deferred taxes and capitalization of manufacturing overhead (a) | | | 446 | | | | (414 | ) |
Impairment of long-lived assets (b) | | | - | | | | (20,026 | ) |
| | | | | | | | |
Net loss according to U.S. GAAP | | € | (98 | ) | | € | (35,120 | ) |
| | | | | | | | |
| | | | | | | | |
Shareholders' equity as shown in the financial statements | | € | 66,692 | | | € | 52,013 | |
| | | | | | | | |
Impact of deferred taxes and capitalization of manufacturing overhead (a) | | | 1,298 | | | | 884 | |
Impairment of long-lived assets (b) | | | - | | | | (20,026 | ) |
| | | | | | | | |
Shareholders' equity according to U.S. GAAP | | € | 67,990 | | | € | 32,871 | |
(a) | Under Hungarian GAAP, manufacturing overhead is expensed as incurred. Under U.S. GAAP, normal manufacturing overhead is capitalized during the manufacturing process and is included in inventory. As a result, under U.S. GAAP, adjustments have been made by the Company to capitalize its manufacturing overhead into inventory. In addition, under Hungarian GAAP, temporary taxable differences are not recognized, and as such, deferred tax assets and deferred tax liabilities are not recognized. Under U.S. GAAP, temporary taxable differences are recognized and deferred tax assets and liabilities are recorded on the balance sheet. Historically, any temporary taxable differences have been material, however, during 2009, the Company impaired its property, plant and equipment, creating a temporary taxable difference under U.S. GAAP that gave rise to a €3.8 million deferred tax asset. A € 3.8 million valuation allowance was then established against this deferred tax asset in accordance with U.S. GAAP due to the cumulative historical losses recorded by the Company. |
(b) | Under Hungarian GAAP, property, plant and equipment are stated at cost less accumulated depreciation. Under U.S. GAAP, property, plant and equipment is stated at cost less accumulated depreciation and management is required to review long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If an evaluation of recoverability is required under U.S. GAAP, the estimated undiscounted future cash flows directly associated with the asset or asset group are compared to the asset’s carrying amount. During 2009, the Company recorded an impairment of € 20.0 million under U.S. GAAP because there were certain indicators of impairment and the carrying amount of the assets were not recoverable. |
There were no material variations between Hungarian GAAP and U.S. GAAP with respect to the cash flows that have been included in Note 3 of the supplementary annex.
On June 14, 2010, Superior Industries International, Inc. entered into a definitive agreement to sell its 50 percent equity state in the Company.
Under the agreement, Superior Industries International, Inc. will sell its entire ownership interest in the Company to Otto Fuchs Metallwerke KG. The total purchase price shall be 7 million euros, consisting of a combination of cash and other consideration.
Tatabánya, June 16, 2010
| | /c/ Ken Stakas |
| | Signature |
| | Ken Stakas, Managing Director |