-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pi8Mzz0QWki28OIQRtLhPfbAPMQ4L4pMUbCuXo+eBSBxvorwMLySww/pz0I+3e0u 6gry2Bboi8B5WocUlusI5w== 0001104659-07-052992.txt : 20070709 0001104659-07-052992.hdr.sgml : 20070709 20070709162827 ACCESSION NUMBER: 0001104659-07-052992 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070426 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070709 DATE AS OF CHANGE: 20070709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMET CORP CENTRAL INDEX KEY: 0000887730 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 570923789 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-15491 FILM NUMBER: 07969765 BUSINESS ADDRESS: STREET 1: 2835 KEMET WAY STREET 2: 2835 KEMET WAY CITY: SIMPSONVILLE STATE: SC ZIP: 29681 BUSINESS PHONE: 8039636300 MAIL ADDRESS: STREET 1: P O BOX 5928 STREET 2: P.O. BOX 5928 CITY: GREENVILLE STATE: SC ZIP: 29606 8-K/A 1 a07-18145_18ka.htm 8-K/A

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment 1)

 

CURRENT REPORT

 

Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): July 9, 2007 (April 26, 2007)

 

KEMET Corporation

(Exact name of registrant as specified in its charter)

Delaware

0-20289

57-0923789

(Jurisdiction of Corporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

 

2835 KEMET Way, Simpsonville, SC

29681

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s telephone number, including area code: (864) 963-6300

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CRS 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4c))

 

 




KEMET Corporation and Subsidiaries (the “Company”) hereby amends its Current Report on Form 8-K dated April 26, 2007 to include the financial statements and pro forma financial information set forth below which were omitted from the original filing pursuant to Items 7(a)(4) and 7(b)(2) of Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a).                               Financial Statements of Businesses Acquired.

As previously reported, on April 24, 2007, pursuant to the terms of a Combination Agreement between KEMET Electronics Corporation (“KEMET”), a wholly owned subsidiary of KEMET Corporation, and Evox Rifa Group Oyj (“Evox Rifa”), the Company successfully purchased approximately 92.7% of Evox Rifa pursuant to a tender offer which commenced on March 12, 2007, and was completed on April 12, 2007. Evox Rifa had 178,156,018 shares outstanding at the time of the commencement of the tender offer. KEMET purchased approximately 165.2 million shares at a price of EUR 0.12 per share or approximately EUR 19.8 million (approximately $27.0 million). KEMET has also announced that it intends to acquire the remaining outstanding shares pursuant to a squeeze-out process. Following the settlement of the completion trades relating to the tender offer, Evox Rifa has become a subsidiary of KEMET.

In addition, pursuant to the tender offer, KEMET offered to acquire all of the outstanding loan notes under the convertible capital loan issues by Evox Rifa for a consideration corresponding to the aggregate of the nominal amount per loan note of EUR 100 plus accrued interest up to and including the closing date of the tender offer. The outstanding amount of the loan notes at the time of the commencement of the tender offer totaled approximately EUR 5.6 million (approximately $7.6 million). Holders of approximately 95.7% of the convertible capital loan notes issued by Evox Rifa have tendered their loan notes pursuant to the tender offer and consequently, KEMET has redeemed these notes as of April 24, 2007. In addition to the payment made for the shares and loan notes, KEMET assumed approximately EUR 19.2 million (approximately $26.1 million) in outstanding indebtedness of Evox Rifa.

The following financial statement of Evox Rifa is included as Exhibit 99.1 to this Current Report on Form 8-K/A:

(1)                                  Audited financial statement of Evox Rifa for the years ended December 31, 2006 and 2005.

(b).                              Unaudited Pro Forma Financial Information.

The following unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2006 and the unaudited Pro Forma Condensed Combined Statement of Income for the quarter ending December 31, 2006, the unaudited Pro Forma Condensed Combined Statement of Income for the nine month period ending December 31, 2006, and the unaudited Pro Forma Condensed Combined Statement of Income for the year ending March 31, 2006 give effect to the purchase of Evox Rifa. The unaudited Pro Forma Condensed Combined Financial Information should be read in conjunction with:

(1)                                  the accompanying Notes of the unaudited Pro Forma Condensed Combined Balance Sheet and Notes to the unaudited Pro Forma Condensed Combined Statements of Income

(2)                                  the audited financial statements of Evox Rifa included as Exhibit 99.1 to this Current Report on Form 8-K/A

(3)                                  the Company’s Annual Reports on Form 10-K for the year ended March 31, 2006 and 2005 and the Company’s Quarterly Reports on Form 10-Q for the quarter ended June 30, 2006, September 30, 2006 and December 31, 2006, respectively.

1




The financial statements of Evox Rifa, included as Exhibit 99.1, have been prepared in accordance with International Financial Reporting Standards. A reconciliation between results prepared under International Financial Reporting Standards and U.S. generally accepted accounting principles has been included as a note to these financial statements.

The acquisition of Evox Rifa will use the purchase method of accounting in accordance with U.S. generally accepted accounting principles. Accordingly, the purchase consideration for acquiring Evox Rifa will be allocated to the tangible and intangible assets acquired and the liabilities assumed, with the excess being allocated to goodwill and presented as an intangible asset. A preliminary allocation of the purchase price of the Evox Rifa has been reflected in the unaudited Pro Forma Condensed Combined Financial Information. A final allocation of the purchase price of Evox Rifa is ongoing and is dependent on the completion of certain valuations and other studies which are expected to be completed prior to the end of fiscal year 2008.

The unaudited Pro Forma Condensed Combined Financial Statements are being provided for illustrative purposes only and do not represent what the actual results of operations or financial position would have been had the acquisition of Evox Rifa occurred on the respective dates assumed, nor are they necessarily indicative of the Company’s future operating results.

2




KEMET CORPORATION AND SUBSIDIARES
Pro Forma Condensed Combined Balance Sheet
December 31, 2006
(U.S. Dollars in Thousands)
(Unaudited)

 

 

KEMET
Corporation

 

Evox Rifa
Group Oyj

 

Pro Forma
Adjustments

 

Notes

 

Pro Forma
Results

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

208,499

 

$

1,789

 

$

(36,566

)

c

 

$

173,722

 

Short-term investments

 

 

 

 

 

 

 

Accounts receivable, net

 

109,879

 

23,306

 

 

 

 

133,185

 

Inventories, net

 

145,901

 

22,633

 

166

 

a,b

 

168,700

 

Prepaid expenses and other current assets

 

9,089

 

 

 

 

 

9,089

 

Deferred income taxes

 

5,930

 

 

 

 

 

5,930

 

Total current assets

 

479,298

 

47,728

 

(36,400

)

 

 

490,626

 

Property and equipment, net

 

342,669

 

19,922

 

4,367

 

a,b

 

366,958

 

Property held for sale

 

2,647

 

 

 

 

 

2,647

 

Investments in U.S. governmental marketable securities

 

45,670

 

 

 

 

 

45,670

 

Investments in in affiliates

 

1,458

 

 

 

 

 

1,458

 

Goodwill

 

40,863

 

703

 

14,299

 

a,b

 

55,865

 

Intangible assets

 

14,658

 

41

 

3,760

 

a,b

 

18,459

 

Other long-term assets

 

6,807

 

388

 

 

 

 

7,195

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

934,070

 

$

68,782

 

$

(13,974

)

 

 

$

988,878

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

20,000

 

$

13,431

 

$

 

 

 

$

33,431

 

Accounts payable, trade

 

75,355

 

22,429

 

 

 

 

97,784

 

Accrued expenses

 

33,919

 

1,272

 

 

 

 

35,191

 

Income taxes payable

 

7,315

 

915

 

 

 

 

8,230

 

Total current liabilities

 

136,589

 

38,047

 

 

 

 

174,636

 

Long-term debt

 

238,757

 

17,904

 

(8,424

)

a,b

 

248,237

 

Postretirement benefits and other non-current obligations

 

47,850

 

621

 

 

 

 

48,471

 

Other long-term liabilities

 

 

5,131

 

 

 

 

5,131

 

Minority Interest

 

 

 

181

 

621

 

a,b

 

802

 

Deferred income taxes

 

6,661

 

727

 

 

 

 

7,388

 

Total liabilities

 

429,857

 

62,611

 

(7,803

)

 

 

484,665

 

Common stock, par value $0.01

 

881

 

12,136

 

(12,136

)

a,b

 

881

 

Additional paid-in capital

 

320,005

 

3,557

 

(3,557

)

a,b

 

320,005

 

Retained earnings

 

227,989

 

(7,357

)

7,357

 

a,b,c

 

227,989

 

Accumulated other comprehensive income/(loss)

 

366

 

(2,165

)

2,165

 

a,b

 

366

 

Treasury stock, at cost

 

(45,028

)

 

 

 

 

(45,028

)

Total stockholders’ equity

 

504,213

 

6,171

 

(6,171

)

 

 

504,213

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

934,070

 

$

68,782

 

$

(13,974

)

 

 

$

988,878

 

 

See accompanying Notes to Unaudited Pro Forma Condensed Combined Balance Sheet

3




Note 1 — Basis of Presentation

The unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2006 has been prepared assuming the Company’s acquisition of Evox Rifa, more fully described in Item 2.01 and Exhibit 99.1 of the Company’s previously filed Current Report on Form 8-K dated April 26, 2007, had occurred on December 31, 2006. The Company has a fiscal year that ends March 31st, whereas Evox Rifa has a fiscal year that ends December 31st. The Pro Forma Condensed Combined Balance Sheet at December 31, 2006 includes the unaudited balance sheet of the Company and the unaudited balance sheet of Evox Rifa, both of which are dated December 31, 2006.

The historical financial statements of Evox Rifa contained in Item 9.01(a) of this Current Report on Form 8-K/A are denominated in Euros and have been prepared in accordance with International Financial Reporting Standards. As required by the Securities and Exchange Commission, reconciliations between IFRS and U.S. generally accepted accounting principles have been included as a footnote to those financial statements and these adjustments have been reflected in the Evox Rifa column on the schedule above. In addition, the amounts are presented in U.S. dollars using exchange rates of 0.7341 Euro per U.S. dollar for the period ending as of December 31, 2006.

The unaudited pro forma financial information does not give effect to any potential synergies that could result from the acquisition.

Note 2 — Pro Forma Adjustments

Pro Forma adjustments to reflect the acquisition of Evox Rifa are described below.

a. EXCESS OF PURCHASE PRICE OVER FAIR VALUE OF NET ASSETS ACQUIRED (Dollars in thousand):

Cash consideration paid to shareholders of Evox Rifa

 

$

27,009

 

Cash consideration paid to holders of convertible notes of Evox Rifa

 

8,076

 

Estimated transaction expenses

 

1,481

 

 

 

 

 

Total purchase price

 

36,566

 

 

 

 

 

Estimated fair value of net assets of Evox Rifa (see Note 2b)

 

(17,763

)

Identifiable intangible assets

 

(3,801

)

 

 

 

 

Excess of purchase price over fair value of net assets acquired

 

$

15,002

 

 

 

 

 

Amount allocated to goodwill

 

$

15,002

 

 

Certain intangible assets, such as patents have been identified and have been assigned a fair value as part of the ongoing purchase price allocation.

4




b. ESTIMATED FAIR VALUE OF NET ASSETS OF BUSINESS ACQUIRED (Dollars in thousand):

Historical book value of the target’s assets and liabilities

 

$

6,169

 

 

 

 

 

Adjustments to reflect fair value:

 

 

 

Property, plant and equipment

 

3,668

 

Recording of Minority Interest

 

(621

)

Discounting of Debt and other liabilities

 

1,136

 

Retirement of Convertible Debt

 

7,285

 

Deferred taxes

 

 

Other

 

126

 

Preliminary fair value adjustments

 

11,594

 

 

 

 

 

Estimated fair value of net assets of Evox Rifa

 

$

17,763

 

 

The allocation of the purchase price is based upon preliminary estimates of the fair value. The actual allocation of the purchase price may differ from the preliminary allocation due to adjustments to the purchase price and refinements of the fair values of the net assets acquired.

c. KEMET funded the acquisition of Evox Rifa through cash on-hand.

5




KEMET CORPORATION AND SUBSIDIARIES
Pro Forma Condensed Combined Statement of Income
For The Three Months Ending December 31, 2006
(U.S. Dollars in Thousands, Except Per Share Amounts)
(Unaudited)

 

 

KEMET
Corporation

 

Evox Rifa
Group Oyj

 

Pro Forma
Adjustments

 

Notes

 

Pro Forma
Results

 

Net sales

 

$

165,519

 

$

30,818

 

$

 

 

 

$

196,337

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expense:

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

127,542

 

24,349

 

(374

)

a

 

151,517

 

Selling, general and administrative expenses

 

21,207

 

4,354

 

 

 

 

25,561

 

Research and development

 

8,745

 

587

 

 

 

 

9,332

 

Restructuring and impairment charges

 

1,824

 

 

 

 

 

1,824

 

Total operating costs and expenses

 

159,318

 

29,290

 

(374

)

 

 

188,234

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income/(loss)

 

6,201

 

1,528

 

374

 

 

 

8,103

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (income) and expenses:

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

(2,359

)

(4

)

219

 

b

 

(2,144

)

Interest expense

 

2,334

 

568

 

(146

)

c

 

2,756

 

Other expense/(income)

 

183

 

127

 

 

 

 

310

 

Total other (income)/expense

 

158

 

691

 

73

 

 

 

922

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(loss) before income taxes

 

6,043

 

837

 

301

 

 

 

7,181

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit)/expense

 

710

 

161

 

 

 

 

871

 

Minority interest, net of tax

 

 

(11

)

88

 

d

 

77

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

$

5,333

 

$

687

 

$

213

 

 

 

$

6,233

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.06

 

 

 

 

 

 

 

$

0.07

 

Diluted

 

$

0.06

 

 

 

 

 

 

 

$

0.07

 

Weighed-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

84,831,102

 

 

 

 

 

 

 

84,831,102

 

Diluted

 

84,919,235

 

 

 

 

 

 

 

84,919,235

 

 

See accompanying Notes to Unaudited Pro Forma Condensed Combined Statements of Income

6




KEMET CORPORATION AND SUBSIDIARIES
Pro Forma Condensed Combined Statement of Income
For The Nine Months Ending December 31, 2006
(U.S. Dollars in Thousands, Except Per Share Amounts)
(Unaudited)

 

 

KEMET
Corporation

 

Evox Rifa
Group Oyj

 

Pro Forma
Adjustments

 

Notes

 

Pro Forma
Results

 

Net sales

 

$

501,637

 

$

92,837

 

$

 

 

 

$

594,474

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expense:

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

392,699

 

74,856

 

(1,045

)

a

 

466,510

 

Selling, general and administrative expenses

 

66,373

 

12,836

 

 

 

 

79,209

 

Research and development

 

23,967

 

1,953

 

 

 

 

25,920

 

Restructuring and impairment charges

 

9,914

 

 

 

 

 

9,914

 

Total operating costs and expenses

 

492,953

 

89,645

 

(1,045

)

 

 

581,553

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income/(loss)

 

8,684

 

3,192

 

1,045

 

 

 

12,921

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (income) and expenses:

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

(3,922

)

(8

)

658

 

b

 

(3,272

)

Interest expense

 

5,064

 

1,669

 

(437

)

c

 

6,296

 

Other expense/(income)

 

(820

)

877

 

 

 

 

57

 

Total other (income)/expense

 

322

 

2,538

 

221

 

 

 

3,081

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(loss) before income taxes

 

8,362

 

654

 

824

 

 

 

9,840

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit)/expense

 

1,594

 

907

 

 

 

 

2,501

 

Minority interest, net of tax

 

 

(35

)

53

 

d

 

18

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

$

6,768

 

$

(218

)

$

771

 

 

 

$

7,321

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.08

 

 

 

 

 

 

 

$

0.08

 

Diluted

 

$

0.08

 

 

 

 

 

 

 

$

0.08

 

Weighed-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

86,281,801

 

 

 

 

 

 

 

86,281,801

 

Diluted

 

86,436,140

 

 

 

 

 

 

 

86,436,140

 

 

See accompanying Notes to Unaudited Pro Forma Condensed Combined Statements of Income

7




KEMET CORPORATION AND SUBSIDIARIES
Pro Forma Condensed Combined Statement of Income
For The Fiscal Year Ending March 31, 2006
(U.S. Dollars in Thousands, Except Per Share Amounts)
(Unaudited)

 

 

KEMET
Corporation

 

Evox Rifa
Group Oyj

 

Pro Forma
Adjustments

 

Notes

 

Pro Forma
Results

 

Net sales

 

$

490,106

 

$

108,855

 

$

 

 

 

$

598,961

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expense:

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

399,264

 

95,665

 

(1,485

)

a

 

493,444

 

Selling, general and administrative expenses

 

49,660

 

19,926

 

 

 

 

69,586

 

Research and development

 

25,976

 

2,755

 

 

 

 

28,731

 

Restructuring and impairment charges

 

28,319

 

 

 

 

 

28,319

 

Gain on sale of intellectual property

 

(2,917

)

 

 

 

 

(2,917

)

Total operating costs and expenses

 

500,302

 

118,346

 

(1,485

)

 

 

617,163

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income/(loss)

 

(10,196

)

(9,491

)

1,485

 

 

 

(18,202

)

 

 

 

 

 

 

 

 

 

 

 

 

Other (income) and expenses:

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

(5,640

)

(68

)

877

 

b

 

(4,831

)

Interest expense

 

6,628

 

2,274

 

(583

)

c

 

8,319

 

Other expense/(income)

 

916

 

154

 

 

 

 

1,070

 

Total other (income)/expense

 

1,904

 

2,360

 

294

 

 

 

4,558

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(Loss) before income taxes

 

(12,100

)

(11,851

)

1,191

 

 

 

(22,760

)

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit)/expense

 

(12,475

)

772

 

 

 

 

(11,703

)

Minority interest, net of tax

 

 

(114

)

(9

)

d

 

(123

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

$

375

 

$

(12,509

)

$

1,200

 

 

 

$

(10,934

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.00

 

 

 

 

 

 

 

$

(0.13

)

Diluted

 

$

0.00

 

 

 

 

 

 

 

$

(0.13

)

Weighed-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

86,721,589

 

 

 

 

 

 

 

86,721,589

 

Diluted

 

86,779,653

 

 

 

 

 

 

 

86,721,589

 

 

See accompanying Notes to Unaudited Pro Forma Condensed Combined Statements of Income

8




Note 1 — Basis of Presentation

The unaudited Pro Forma Condensed Combined Statements of Income for the quarter ended December 31, 2006, for the nine month period ending December 31, 2006, and the fiscal year ending March 31, 2006 have been prepared assuming the Company’s acquisition of Evox Rifa, more fully described in Item 2.01 and Exhibit 99.1 to the Company’s previously filed Current Report on Form 8-K dated April 24, 2007, had occurred on the respective dates. The Company has a fiscal year that ends on March 31st, whereas Evox Rifa has a fiscal year that ends December 31st. Therefore, the unaudited Pro Forma Condensed Combined Statement of Income for the quarter ending December 31, 2006 includes the unaudited three month period ending December 31, 2006 for both the Company and for Evox Rifa. The unaudited Pro Forma Condensed Combined Statement of Income for the nine month period ending December 31, 2006 includes the unaudited nine month periods ending December 31, 2006 for both the Company and for Evox Rifa. Finally, the unaudited Pro Forma Condensed Combined Statement of Income for the year ending March 31, 2006 includes the audited fiscal year ending March 31, 2006 for the Company and the unaudited twelve month period ending December 31, 2005 for Evox Rifa.

The historical financial statements of Evox Rifa contained in Item 9.01(a) to this Current Report on Form 8-K/A are denominated in Euros and have been prepared in accordance with International Financial Reporting Standards. As required by the Securities and Exchange Commission, reconciliations between IFRS and U.S. generally accepted accounting principles have been included as a footnote to those financial statements and these adjustments have been reflected in the Evox Rifa column on the schedules above. In addition, the amounts are presented in U.S. dollars using exchange rates of 0.7341 Euro per U.S. dollar for all periods.

Note 2 — Pro Forma Adjustments

Pro forma adjustments to reflect the acquisition of Evox Rifa and other pro forma adjustments are described below. The pro forma amounts do not include anticipated synergies from the acquisition.

a.                                       Adjustments result from a decrease in depreciation expense related to the fair value of the properties, plant and equipment and an increase in amortization expense related to certain intangible assets acquired in connection with the purchase of Evox Rifa Group using the straight-line method over the estimated useful life of the respective assets.

b.                                      Adjustment relates to the decrease in interest income as a result of the Company’s use of cash and investments to purchase Evox Rifa Group Oyj.

c.                                       Adjustment needed to reduce interest expense due to the Company’s purchase of 95.7% of Evox Rifa’s convertible debt at the time of the purchase.

d.                                      Adjustment necessary to reflect shares not purchased by KEMET on April 24, 2007.

9




Signature

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: July 9, 2007

 

 

 

 

KEMET Corporation

 

 

 

/s/ D. E. Gable

 

David E. Gable

 

Senior Vice President and Chief Financial Officer

 

10




Exhibit Index

Exhibit Number

 

Description

99.1

 

Two year audited financial statement of Evox Rifa Group Oyj

99.2

 

KPMG Consent

 

11



EX-99.1 2 a07-18145_1ex99d1.htm EX-99.1

Exhibit 99.1

Evox Rifa Group Oyj




 

 

Independent Auditors’ Report

To the Board of Directors of Evox Rifa Group Oyj

We have audited the accompanying consolidated balance sheets of Evox Rifa Group Oyj and its subsidiary as of December 31, 2006 and 2005, and the related consolidated statements of income, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2006, prepared in accordance with International Financial Reporting Standards as adopted by the European Union (EU). These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits 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 consolidated 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Evox Rifa Group Oyj and subsidiary as of December 31, 2006 and 2005, and the results of the Evox Rifa Group Oyj’s operations and cash flows for each of the years in the two-year period ended December 31, 2006 in conformity with International Financial Reporting Standards as adopted by the EU.

Accounting principles under the International Financial Reporting Standards as adopted by the EU vary in certain respects from U.S. accounting principles. Information relating to the nature and effect of such differences is presented in Note 32 to the consolidated financial statements.

Helsinki, Finland
July 6, 2007

KPMG OY AB

Lasse Holopainen
Authorised Public Accountant

 

 




CONSOLIDATED INCOME STATEMENT

 

 

 

 

31 Dec 2006

 

31 Dec 2005

 

NOTE

 

 

 

EUR thousand

 

EUR thousand

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

89 787

 

79 911

 

5

 

Other operating income

 

1414

 

154

 

 

 

Changes in inventories of finished products and work in progress

 

726

 

-1 013

 

 

 

 

 

 

 

 

 

 

 

Raw material and consumables used

 

-42 638

 

-36 071

 

6

 

Employee benefits expense

 

-28 945

 

-32 443

 

7

 

Depreciation and amortisation expense

 

-2 702

 

-3 313

 

8, 9

 

Other operating expenses

 

-15 777

 

-14 744

 

 

 

 

 

-90 062

 

-86 571

 

 

 

OPERATING PROFIT (LOSS)

 

1 865

 

-7 519

 

 

 

 

 

 

 

 

 

10

 

Financial income and expenses

 

-2 090

 

-1 198

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE TAX

 

-225

 

-8 717

 

 

 

 

 

 

 

 

 

11

 

Income tax expense

 

-716

 

-539

 

 

 

 

 

 

 

 

 

 

 

LOSS FOR THE PERIOD

 

-941

 

-9 256

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

Equity holders of the parent

 

-948

 

-9172

 

 

 

Minority interest

 

7

 

-84

 

 

 

 

 

-941

 

-9256

 

12

 

Earnings per share for loss attributable to the equity holders of the parent (expressed in e per share)

 

 

 

 

 

 

 

basic

 

-0,005

 

-0,052

 

 

 

diluted

 

-0,005

 

-0,052

 

 




CONSOLIDATED BALANCE SHEET

 

 

 

 

31 Dec 2006

 

31 Dec 2005

 

NOTE

 

 

 

EUR thousand

 

EUR thousand

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

14

 

Property, plant and equipment

 

12 821

 

15 855

 

13

 

Goodwill

 

1 236

 

1 235

 

13

 

Other intangible assets

 

30

 

29

 

 

 

Available-for-sale investments

 

3

 

3

 

16

 

Receivables

 

282

 

371

 

 

 

Total non-current assets

 

14 372

 

17 493

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

17

 

Inventories

 

16 615

 

15 012

 

18

 

Trade and other receivables

 

17 109

 

14 441

 

19

 

Cash and cash equivalents

 

1 313

 

2 435

 

 

 

Total current assets

 

35 037

 

31 888

 

 

 

 

 

 

 

 

 

15

 

Non-current assets classified as held for sale

 

0

 

3 798

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

49 409

 

53 179

 

 

 

 

 

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

20

 

Equity attributable to equity holders of the parent

 

 

 

 

 

 

 

Share capital

 

8 909

 

8 861

 

 

 

Share premium

 

1 934

 

1 926

 

 

 

Reserve fund

 

677

 

677

 

 

 

Translation differences

 

-1 589

 

-1 481

 

 

 

Retained earnings

 

-3 687

 

-2 739

 

 

 

 

 

6 244

 

7 244

 

 

 

Minority interest

 

133

 

142

 

 

 

Total equity

 

6 377

 

7 386

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

20, 25

 

Convertible subordinated loan

 

5 125

 

5 004

 

22

 

Deferred tax liabilities

 

515

 

730

 

23

 

Pension obligations

 

1 904

 

2 321

 

25

 

Interest-bearing liabilities

 

7 557

 

9 623

 

 

 

Total non-current liabilities

 

15 101

 

17 678

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

26

 

Trade and other payables

 

16 465

 

14 790

 

 

 

Current tax liabilities

 

672

 

554

 

24

 

Provisions

 

934

 

943

 

25

 

Interest-bearing liabilities

 

9 860

 

11 828

 

 

 

Total current liabilities

 

27 931

 

28 115

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

43 032

 

45 793

 

 

 

 

 

 

 

 

 

 

 

TOTAL EQUITY AND LIABILITIES

 

49 409

 

53 179

 

 




CONSOLIDATED CASH FLOW STATEMENT

 

 

 

 

2006

 

2005

 

NOTE

 

 

 

EUR thousand

 

EUR thousand

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

 

-941

 

-9 256

 

 

 

Adjustments:

 

 

 

 

 

27

 

Non-cash transactions

 

2 260

 

4 378

 

 

 

Interest and other financial expenses

 

1 619

 

1 668

 

 

 

Interest income

 

3

 

-31

 

 

 

Income taxes

 

950

 

547

 

 

 

Change in net working capital:

 

 

 

 

 

 

 

Increase (-) decrease (+) in inventories

 

-2 125

 

44

 

 

 

Increase (-) decrease (+) in trade and other receivables

 

-3 076

 

388

 

 

 

Increase (+) decrease (-) in trade and other payables

 

1 734

 

2 496

 

 

 

Change in provisions

 

9

 

289

 

 

 

Interest paid

 

-1 331

 

-1 418

 

 

 

Interest received

 

8

 

30

 

 

 

Income taxes paid

 

-875

 

-649

 

 

 

Net cash from operating activities

 

-1 765

 

-1 514

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

Acquisition of property, plant and equipment

 

*) -738

 

-3 679

 

 

 

Acquisition of intangible assets

 

-16

 

-287

 

 

 

Proceeds from sale of property, plant and equipment

 

5 952

 

99

 

 

 

Net cash from investing activities

 

5 198

 

-3 867

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Proceeds from the issue of shares

 

56

 

0

 

 

 

Proceeds from the issue of convertible subordinated loan

 

0

 

5 588

 

 

 

Proceeds from borrowings

 

658

 

2 665

 

 

 

Repayment of borrowings

 

-5 169

 

-3 072

 

 

 

Payment of finance lease liabilities

 

-141

 

-234

 

 

 

Net cash from financing activities

 

-4 596

 

4 947

 

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

-1 163

 

-434

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at January 1

 

-3 883

 

-3 618

 

 

 

Effect of exchange rate fluctuations

 

137

 

-169

 

19

 

Cash and cash equivalents at December 31

 

-5 183

 

-3 883

 

 

*) Received Investment Grant +260 thousand euro deducted




CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

EUR thousand

 

Attributable to equity holders of the Parent

 

 

 

Minority
interest

 

Total
equity

 

 

 

Share
capital

 

Share
premium

 

Reserve
fund

 

Translation
differences

 

Retained
earnings

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity at 1 January, 2005

 

8 669

 

1 733

 

12 989

 

-2 509

 

-6 374

 

14 508

 

685

 

15 193

 

Translation differences

 

 

 

 

 

 

 

1 028

 

 

 

1 028

 

45

 

1073

 

Loss for the period

 

 

 

 

 

 

 

 

 

-9 172

 

-9 172

 

-84

 

-9 256

 

Total rec. income and exp. for the period

 

 

 

 

 

 

 

1 028

 

-9 172

 

-8 144

 

-39

 

-8 183

 

Share issue

 

192

 

193

 

 

 

 

 

 

 

385

 

 

 

385

 

Transferred from reserve fund

 

 

 

 

 

-12 312

 

 

 

12 312

 

 

 

 

 

 

 

Redemption of minority interest

 

 

 

 

 

 

 

 

 

 

 

 

 

-504

 

-504

 

Equity component separated from the convertible subordinated loan

 

 

 

 

 

 

 

 

 

496

 

496

 

 

 

496

 

 

 

192

 

193

 

-12 312

 

 

 

12 808

 

881

 

-504

 

377

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity at 31 December, 2005

 

8 861

 

1 926

 

677

 

-1 481

 

-2 739

 

7 244

 

142

 

7 386

 

Equity at 1 January, 2006

 

8 861

 

1 926

 

677

 

-1 481

 

-2 739

 

7 244

 

142

 

7386

 

Translation differences

 

 

 

 

 

 

 

-108

 

 

 

-108

 

-16

 

-124

 

Loss for the period

 

 

 

 

 

 

 

 

 

-948

 

-948

 

7

 

-941

 

Total rec. income and exp. for the period

 

 

 

 

 

 

 

-108

 

-948

 

-1 056

 

-9

 

-1 065

 

Subscription with share options

 

48

 

8

 

 

 

 

 

 

 

56

 

 

 

56

 

Equity at 31 December, 2006

 

8 909

 

1 934

 

677

 

-1 589

 

-3 687

 

6 244

 

133

 

6 377

 

 




NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. ACCOUNTING PRINCIPLES FOR THE CONSOLIDATED FINANCIAL STATEMENTS

Company profile and principal activities

Evox Rifa Group Oyj (the “Company”) is a Finnish public limited liability company organised under the laws of Finland. It is domiciled in Helsinki, Finland and its registered address is Lars Sonckin kaari 16, 02600 Espoo. The parent company of the Evox Rifa Group, Evox Rifa Group Oyj, has been listed on the Helsinki Stock Exchange since November 2000. Evox Rifa is a specialised manufacturer of electrolytic, plastic film and paper capacitors with global operations: it has a worldwide sales and distribution network and its production plants are located in Indonesia, United Kingdom, China, Sweden and Finland. The company is headquartered in Espoo, Finland. In 2006 Evox Rifa Group had net sales of EUR 89.8 million and employed about 1391 people. Of these 54 percent were employed in Asia. Evox Rifa is the largest manufacturer of capacitors in the Nordic countries and the fifth largest in Europe.

A copy of the consolidated financial statements can be obtained either from Evox Rifa’s website (www.evoxrifa.com) or from the parent company’s head office, the address of which is mentioned above.

Basis of preparation

These consolidated financial statements of the Evox Rifa Group have been prepared in accordance with International Financial Reporting Standards (IFRSs) in force as at 31 December, 2006. International financial reporting standards, referred to in the Finnish Accounting Act and in ordinances issued based on the provisions of this Act, refer to the standards and their interpretations adopted in accordance with the procedure laid down in regulation (EC) No 1606/2002 of the EU. The notes to the consolidated financial statements also conform with the Finnish accounting and company legislation.

The consolidated financial statements are presented in thousands of euro (TEUR) and have been prepared under the historical cost convention, unless otherwise stated in the accounting policies below.

In 2006 the Group adopted the following new pronouncements that are effective for annual periods beginning on or after 1 January 2006:

                                            Amendment to IAS 19 Employee Benefits - Actuarial Gains and Losses, Group Plans and Disclosures. This amendment introduced the option of an alternative recognition approach for actuarial gains and losses to be recognised fully in equity and added new disclosure requirements. Evox Rifa did not change the accounting policy adopted for recognition of actuarial gains and losses, consequently adoption of this amendment only has an impact on the format and extent of disclosures.

                                            Amendment to IAS 21 Net Investment in a Foreign Operation. Those exchange differences arising on monetary items that form part of the reporting entity’s net investment in a foreign operation are recognised in the consolidated financial statements in a separate component of equity. This amendment did not have significant impacts on the Group’s financial statements.

                                            IFRIC 4 Determining whether an Arrangement contains a Lease. The interpretation states that arrangements that depend on a specific asset or convey the right to control the use of a specific asset generally are leases under IAS 17 Leases. This interpretation has not had any impact Group’s operations in current period.

Use of estimates

The preparation of financial statements in conformity with IFRSs requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses as well as contingent assets and liabilities, and make judgements in applying the entity’s accounting policies. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances prevailing at the balance sheet date. The estimates and assumptions rely on management’s current best knowledge. Actual results may differ from these estimates. The estimates mainly relate to the measurement of assets and the utilisation of deferred tax assets against the future taxable profits. The chapter “Accounting policies requiring management’s judgement and key sources of estimation uncertainty” discusses judgements made by management and those financial statement items on which judgements have the most significant effect.

Consolidated financial statements

The consolidated financial statements incorporate the parent company Evox Rifa Group Oyj and all those subsidiaries in which it holds, directly or indirectly, over 50 per cent of the voting rights and in which it otherwise has control (together referred to as “Group” or “Evox Rifa”). Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The subsidiaries acquired or founded during a financial period are consolidated from the date of acquisition or foundation, when control commenced. The companies disposed of during a financial period are included in the consolidated financial statements until control ceases.

Associates

Associates included in the consolidated financial statements are those entities in which the Group’s holding and its share of voting rights are between 20 -50 per cent or in which Evox Rifa otherwise has significant influence, but not control, over the financial and operating policies. Associates are accounted for using the equity method from the date that significant influence commences until the date that significant influence ceases. The unrealised profits




between the Group and associates are eliminated in proportion to share ownership. The carrying amount of an investment in an associate includes the carrying amount of goodwill resulted from its acquisition. When Evox Rifa’s share in an associate’s losses exceeds its interest in the associate, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred obligations in respect of the associate. The Group had no investments in associates at 31 December, 2006.

Joint ventures

Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement. As at 31 December, 2006 the Group had no interests in joint ventures.

Principles of consolidation

The mutual shareholdings of the Group companies are eliminated using the purchase method. All intercompany income and expenses, receivables, liabilities and unrealised profits arising from intercompany transactions, as well as distribution of profits within the Group are eliminated as part of the consolidation process. Unrealised losses are eliminated only to the extent that there is no evidence of impairment. The profit for the period is allocated to equity holders of the parent company and minority interest, and minority interest is disclosed as a separate item within equity in the balance sheet.

In accordance with the exemption under IFRS 1 business combinations occurred prior to the transition date, which was 1 January, 2004, have not been restated but previous values under FAS have been taken as a deemed cost under IFRSs. The difference between the cost of the acquisition and the fair value of the net identifiable assets, liabilities and contingent liabilities acquired, measured at the acquisition date is first allocated, where applicable, to the underlying assets. The rest of the excess is presented as goodwill.

Acquisitions from entities under common control

The difference between the cost of the shares acquired in the companies over which the Group already has control and the minority interest is recognised as goodwill.

Translation of financial statements of foreign subsidiaries

The functional currency of the parent company is euro and the consolidated financial statements are presented in euro. The functional currency is the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity. In preparing the consolidated financial statements income and expenses and cash flows of those foreign subsidiaries whose functional currency is not euro, are translated into euro at exchange rates at the dates of the transactions . Their balance sheets are translated at the closing rate at the balance sheet date. Goodwill and fair value adjustments to assets and liabilities arising on the acquisition of a foreign entity occurred prior to 1 January, 2004 are translated into euro using the rate that prevailed on the date of the acquisition. Goodwill and fair value adjustments that arise on the acquisition after 1 January, 2004 are translated at the closing rate, as these items are treated as part of the assets and liabilities of the acquired entity after that date. Translation differences arising from the elimination of the cost of the foreign subsidiaries, from the translation of the equity items accumulated after the acquisition date as well as from the translation of the profit for the period using a different exchange rate in the income statement and in the balance sheet are recognised as a separate item to equity. The Group elected not to apply the exemption under IFRS 1 to reclassify those cumulative translation differences arisen until the transition date to retained earnings.

Foreign currency transactions

Financial statement items of each subsidiary are measured using the functional currency of that entity. Transactions in foreign currencies are translated at the rates of exchange prevailing on the dates of the transactions. At the balance sheet date, foreign currency monetary receivables and liabilities are translated at the closing rate. Non-monetary items stated at fair value in a foreign currency are translated at foreign exchange rates ruling at the dates the fair value was determined. Other non-monetary items are translated using the exchange rate at the date of the transaction. Exchange gains and losses resulting from transactions in foreign currencies and translation of monetary items are recognised in the income statement and are presented under financial income and expenses.

Revenue recognition and net sales

Revenue from the sale of goods is recognised in the income statement when all material risks and rewards of ownership have been transferred to the buyer, which normally takes place when a commodity is delivered. Revenue from services is recognised when the service has been performed. Net sales are adjusted for sales-related taxes and discounts granted.

Other operating income

Other operating income includes income not generated from primary activities, such as gains on sale of assets.

Operating profit

Operating profit is not defined under IAS 1 Presentation of Financial Statements. In Evox Rifa it is defined as a net amount that comprises the following items:

net sales

+   other operating income




-   raw material and consumables used adjusted for changes in inventories of finished goods and work in progress

-   employee benefits expense

-   depreciation and amortisation expense and impairment losses (when applicable)

-   other operating expenses


=   operating profit / loss

All other income statement items not mentioned above are presented under the operating profit.

Borrowing costs

Borrowing costs are expensed in the period in which they are incurred. However, significant incremental transaction costs directly related to acquiring a loan are included in the initial cost. They are amortised as an interest expense using the effective interest rate method.

Dividend and interest income

Dividend income is recognised when the right to the dividend has established. Interest income is recognised using the effective interest method.

Income taxes

Group companies’ income tax is calculated on the taxable profit determined in accordance with local tax rules applicable to each entity. The current tax expense comprises income taxes calculated based on the profit for the period as well as the tax adjustments related to previous years. The income taxes in the consolidated income statement also include the change in the deferred tax assets and liabilities. Deferred tax relating to items charged or credited directly to equity is itself charged or credited directly to equity.

Deferred tax assets and liabilities are provided using the balance sheet liability method in accordance with IAS 12 Income taxes, providing for all temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes except for some cases . The tax rates enacted by the balance sheet date are used as the tax rates. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available in the taxable entity against which the asset can be utilised. The main temporary differences arise from the differences on property, plant and equipment between the financial reporting and taxation purposes, provisions and defined benefit pension plans. Deferred tax is not provided for impairment of goodwill, which is not deductible for tax purposes, nor for undistributed profits of subsidiaries to the extent that is it probable that the temporary difference will not reverse in the foreseeable future.

Property, plant and equipment

Owned assets

Items of property, plant and equipment acquired by the Group companies are stated at historical cost less cumulative depreciation and impairment losses, if any. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. Ordinary repairs and maintenance are expensed during the financial period in which they are incurred. In Evox Rifa there are no such significant inspection or maintenance costs that qualify for capitalisation. The Group recognises in the carrying amount of an item of property, plant and equipment the significant subsequent costs when that cost is incurred only if it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group and the cost of the item can be measured reliably. Such renewals and repairs are depreciated on a systematic basis over their expected useful lives. Other expenditure not meeting these criteria is expensed as incurred. Gains and losses on disposals and sales are calculated as a difference between the net proceeds received and the carrying amount. They are included in other operating income and expenses.

Depreciation is based on both the historical cost and the estimated useful life of each part of an item of property, plant and equipment. Expected residual values and useful lives of property, plant and equipment are reassessed at each balance sheet date and where they significantly differ from previous estimates, depreciation periods are changed accordingly. Depreciation is charged to the income statement on a straight-line basis over the estimated useful life of an asset as follows:

Buildings

 

25–50 years

 

Machinery and equipment

 

4–10 years

 

Land is not depreciated.

 

 

 

 

Non-current assets classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are not depreciated (or amortised) after the classification as held for sale.

Leases

Group as lessee

Leases of property, plant and equipment where substantially all the risks and rewards incidental to ownership have been transferred to the Group are classified as finance leases. These assets acquired under finance leases are capitalised and are stated at an amount equal to the lower of their fair value




and the present value of the minimum lease payments at inception of the lease less cumulative depreciation and any impairment losses. The associated lease liabilities are included in long- and short-term interest-bearing liabilities. These assets are depreciated as comparable owned assets over the shorter of the useful lives disclosed above for property, plant and equipment or lease period and are adjusted for impairment charges, if any. Lease payments are apportioned between the finance charge and the reduction of the outstanding lease liability. In respect of finance leases, the depreciation on the leased assets and the financial charge on the lease liability are shown in the income statement. The financial charge is allocated to the income statement so as to achieve a constant interest rate on the outstanding liability during the lease term.

An operating lease is a lease of property, plant and equipment where the lessor retains significant risks and rewards incidental to ownership. Payments made under an operating lease are charged to the income statement as rental expenses on a straight-line basis over the lease term.

Group as lessor

Those leases where the Group is a lessor have been classified as operating leases. Leased assets are included in the lessor’s balance sheet under property, plant and equipment. They are depreciated over their estimated useful lives in accordance with the depreciation policy used for comparable assets in own use. Lease income is recognised in the income statement on a straight-line basis over the lease term.

Arrangement that contains a lease

Arrangements that depend on a specific asset or convey the right to control the use of a specific asset may be in substance leases under IAS 17. The related interpretation IFRIC 4 deals with the identification of those arrangements such as purchasing contracts, services and take-or-pay sales that do not take the legal form of a lease but convey rights to customers or suppliers to use an asset or a group of assets in return for a payment or a series of fixed payments. The contracts that meet these criteria should be classified as either operating leases or finance leases. If an arrangement is classified as a financial lease, a finance liability would be recognized to reflect the financing deemed to be received by the Group where it is considered as acting as lessee. As at 31 December, 2006 the Group had no arrangements that contain a lease.

Goodwill and other intangible assets

An intangible asset is capitalised only when it meets the following criteria: the cost of the asset can be measured reliably and it is probable that future economic benefits that are attributable to the asset will flow to the company. All other expenditure is expensed as incurred.

After 1 January, 2004 goodwill represents the Group’s share of difference between the cost of the acquisition and the fair value of the net identifiable assets acquired, measured at the acquisition date. The difference is first allocated, where applicable, to the underlying assets. The rest of the excess is presented as goodwill as a separate item in the consolidated balance sheet. Goodwill is allocated to the cash-generating units and in respect of associates, the carrying amount of goodwill is included in the carrying amount of the investment in the associate. Goodwill is stated at cost less any cumulative impairment losses. Goodwill is not amortised but is tested annually for impairment.

The other intangible assets of the Group consist of patents and software licences, among others. They are carried at cost less cumulative amortisation. Other intangible assets (with finite useful lives) are amortised on a straight-line basis over their known or estimated useful lives as follows:

Intangible rights

 

3-5 years

 

 

Research and development costs are expensed in the period in which they are incurred, except for those development costs, which are capitalised when certain criteria are met. The criteria are as follows: the development project will be successful as well as the product is technically and commercially feasible. The capitalised development costs mainly comprise direct labour and related overheads, raw materials and external services. They are amortised on a systematic basis over their expected useful lives, which is two to five years. At 31 December, 2006 the Group had no capitalised development costs.

Impairment

The carrying amounts of Group assets are assessed for potential impairment at each balance sheet date and whenever there is any indication that an asset may be impaired. For the purposes of assessing impairment, the business operations of Evox Rifa are allocated at the factory level, which is the lowest level mainly independent of other units and for which there are separately identifiable cash inflows and outflows. If there is an indication of an impairment, the Group estimates the recoverable amount of the asset or cash-generating unit. Goodwill, unfinished intangible assets and intangible assets with indefinite useful lives, if any, are in all cases tested annually. When the carrying amount of the asset or cash-generating unit exceeds the recoverable amount, the difference is immediately charged as an impairment loss in the income statement. If the impairment loss is to be allocated for a cash-generating unit, it is allocated first by recognising an impairment loss for any goodwill and then on a pro rata basis to other assets of the unit. In connection of recognition of an impairment loss the estimated remaining useful life of the asset in question is reassessed.

The recoverable amount is determined as being the higher of an asset’s or cash-generating unit’s fair value less costs to sell and value in use. Evox Rifa has applied value in use in its calculations. Value in use is determined by discounting the estimated future net cash flows expected to be derived from the asset or cash-generating unit to their present value. The discount rate reflects the average cost of capital (pre-tax rate) of the asset in concern, adjusted for risks specific to the assets. In respect of property, plant and equipment and other intangible assets excluding goodwill, an impairment loss is reversed if there has been a positive change in the estimates used to determine the recoverable amount after the recognition of the latest impairment loss. An impairment loss is only reversed to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net




of depreciation or amortisation, if no impairment loss had been recognised. An impairment loss in respect of goodwill is never reversed.

Non-current assets held for sale and discontinued operations

A non-current asset (or disposal group) is classified as held for sale when its carrying amount will be recovered principally through a sale transaction rather than through continuing use. Such an asset is measured at the lower of carrying amount and fair value less costs to sell. A non-current asset classified as held for sale and associated liabilities are presented separately in the balance sheet

A discontinued operation is a component of the Group’s business that represents a separate major line of business or geographical area of operations or is a subsidiary acquired exclusively with a view to resale. The result of discontinued operations is presented separately on the face of the consolidated income statement.

Inventories

Inventories are stated at the lower of cost or net realisable value. Cost is assigned by using the first-in, first-out (FIFO) method or weighted average cost according to the nature of the inventories. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises all direct costs incurred in acquiring the inventories and bringing them to their existing location and condition, such as raw materials, direct labour, other direct costs and related allocable production overheads based on normal operating capacity. An allowance is recorded for expected obsolescence, when applicable.

Financial instruments

The financial assets of Evox Rifa are classified as follows: financial assets at fair value through profit or loss, loans and receivables and available-for-sale assets. Financial assets are classified when originally acquired based on their purpose of use. The financial liabilities are classified either as financial liabilities at fair value through profit or loss or as other liabilities. Evox Rifa only has liabilities classified in the latter category.

In Evox Rifa all purchases and sales of financial assets are recognised or derecognised using trade date accounting. A financial asset is derecognised when the Group has lost its contractual rights to the cash flows from the financial asset or when it has transferred substantially all the significant risks and rewards of ownership of the financial asset to an external party.

Financial assets at fair value through profit or loss

Derivatives are included in financial assets at fair value through profit or loss. They are recognised on the balance sheet at cost, equivalent to the fair value, and are subsequently fair valued at each balance sheet date.

As the derivatives used by the Group do not qualify for hedge accounting as defined under IAS 39, changes in their fair values are recognised immediately in profit or loss although they are effective economic hedging instruments from the Group risk management’s perspective. The Group uses foreign currency options to hedge balance sheet items denominated in foreign currencies against foreign currency fluctuations. The maturities of options vary from 1-3 months. The fair values of currency options are determined utilising public price quotations and rates at the balance sheet date as well as option pricing models.

Available-for-sale assets

In the Evox Rifa Group available-for-sale investments comprise holdings in listed and unlisted companies. Investments in listed companies are measured at their fair values based on published price quotations in an active market, being the bid price at the balance sheet date. Such unlisted shares whose fair value cannot be reliably determined, are measured at the lower of cost and realisable value. Unrealised changes in value of available-for-sale investments, net of tax, are recognised in equity in fair value reserve. Cumulative fair value changes are released to the income statement when the investment is sold or disposed of. Such impairment losses for which there is objective evidence, are recognised in the income statement immediately.

Financial liabilities

Financial liabilities are stated at amortised cost. On initial recognition interest-bearing liabilities are measured at their fair value that is based on the consideration received. Interest expenses are recognised in the income statement over the term of the loan following the matching principle.

The liability component of the convertible subordinated loan issued by the parent company Evox Rifa Group Oyj is presented under the long-term interest-bearing liabilities and the equity component in equity.

Trade receivables

Trade receivables are recognised at the original invoice amount to customers and are stated at their cost less doubtful receivables. The assessment of the amount of doubtful receivables recognised is based on risk of individual receivables and an impairment loss is recorded when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Doubtful receivables are measured at their realisable value at the highest. Bad debts charged to the income statement are included in other operating expenses.

Cash and cash equivalents

Cash and cash equivalents comprises cash balances, call deposits and other short-term highly liquid investments with original maturities of three months




or less from the date of acquisition. Bank overdrafts are included within current liabilities.

Dividends

Dividends are recognised as a liability only when approved by a general meeting of shareholders.

Employee benefits

Pension plans

The Group companies have several pension plans in different countries in accordance with the local practices and conditions. Pension plans are classified as either defined contribution plans or defined benefit plans. Most plans the Group has currently are classified as defined contribution plans, where contributions are expensed in the income statement in the year to which they relate. Under a such plan the Group has no legal or constructive obligations to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. All those plans that do not meet the requirements of a defined contribution plan are considered defined benefit plans.

The expense incurred in respect of a defined benefit pension plan is determined separately for each plan in accordance with its terms based on actuarial calculations and recognised on the income statement over the expected working lives of the employees participating in the plan. The net present value of the obligation is calculated using the projected unit credit method. In calculating the present value of the obligation the discount rate is determined annually and it is based on the market rates of corporate and government bonds. The net present value of the obligation less the plan assets measured at fair value at the balance sheet date and the unrecognised actuarial gains and losses is the amount, a receivable or a liability, recognised in the balance sheet.

In accordance with the exemption under IFRS 1 all cumulative actuarial gains and losses arising from the defined benefit plans were recognised in retained earnings of the opening balance sheet at the date of transition. Those actuarial gains and losses that arise subsequent to 1 January, 2004 are recognised using the corridor method. Under this method, to the extent that any cumulative unrecognised actuarial gain or loss exceeds 10 per cent of the greater of the present value of the defined benefit obligation and the fair value of plan assets, that portion is recognised in the income statement over the expected average remaining working lives of the employees participating in the plan.

Share-based payments

Evox Rifa has not applied IFRS 2 Share-based payments to the option plan granted; this is because the options, most of which have been granted after 7 November 2002 have vested prior to the effective date of IFRS 2 that was 1 January, 2005. Therefore no expenses or an obligation have been recognised in respect of these options. The proceeds received, net of any transactions costs, are credited to share capital (nominal value) and the share premium reserve.

Provisions

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, a reliable estimate can be made of the amount of the obligation and it is probable that an outflow of economic benefits will be required to settle the obligation. Group’s provisions relate to disputed product claims, restructurings and warranty expenses. The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the balance sheet date. The warranty provision is based on historical warranty data.

A provision for restructuring is recognised when the Group has a detailed restructuring plan, and the restructuring has either commenced or has been announced. The plan identifies at least the following: the business concerned, the principal locations affected, the location, function, and approximate number of employees who will be compensated for terminating their services, the expenditures that will be undertaken and when the plan will be implemented.

If the effect of the time value of money on the amount of a provision is material, a provision is discounted. A reimbursement from a third party related to a provision is recognised as a receivable only when the reimbursement is virtually certain.

Government grants

Government grants, e.g. those received from the state, that compensate the Group for expenses incurred are recognised as revenue in the income statement on a systematic basis in the same periods in which the expenses are incurred. Grants that compensate the Group for the cost of an asset are recognised by deducting the grant from the carrying amount of the asset.

Accounting policies requiring management’s judgement and key sources of estimation uncertainty

The judgements, apart from those involving estimations, that management has made in the process of applying the accounting policies and that have the most significant effect on the amounts recognised in the financial statements relate to impairment tests as well as required provisions for customer claims .

New standards and interpretations

In 2007 Evox Rifa will adopt the following new or amended standards and interpretations issued in 2005 and 2006:

                                            IFRS 7 Financial Instruments: Disclosures (effective from 1 January 2007). IFRS 7 requires disclosures about the significance of financial instruments for




an entity’s financial position and performance as well as qualitative and quantitative disclosures on the nature and extent of risks. The new standard will increase the disclosure requirements, the main additional disclosures will be the sensitivity analyses.

                                            Amendment to IAS 1 Presentation of Financial Statements: Capital Disclosures (effective from 1 January 2007). This is a complementary amendment due to issuance of IFRS 7 and introduces new disclosures about the level of an entity’s capital and how it manages capital.

                                            IFRIC 9 Reassessment of Embedded Derivatives (effective for annual periods beginning on or after 1 June 2006). The interpretation requires that a reassessment of whether embedded derivative should be separated from the underlying host contract should be made only when there are changes to the contract. Evox Rifa does not expect the adoption of IFRIC 9 will have a material impact on the Group’s financial statements.

                                            IFRIC 10 Interim Financial Reporting and Impairment (effective for annual periods beginning on or after 1 November, 2006). IFRIC 10 prohibits the reversal of an impairment loss recognised in a previous interim period in respect of goodwill, an investment in an equity instrument or a financial asset carried at cost. The interpretation is not expected to have any impact on the Group’s accounts.

                                            IFRS 8 Operating Segments (effective for annual periods beginning on or after 1 January 2009). IFRS 8 replaces IAS 14 Segment Reporting. It adopts a management approach to segment reporting. The information reported would be that which is used internally by management for evaluating the performance of operating segments and allocating resources. Also additional disclosures are required. The Group is currently assessing the impact of IFRS 8.

IFRIC 8 Scope of IFRS 2 is not relevant to the Group’s operations.

IFRIC 11 IFRS 2 — Group and Treasury Share Transactions and IFRIC 12 Service Concession Arrangements are not relevant to the Group´s operations.




2   FINANCIAL RISK MANAGEMENT

The Group is exposed to various financial risks within its normal business operations. The objective of the financial risk management is to minimise the adverse effects on the Group result caused by fluctuations in the financial markets. For hedging against foreign exchange risk the Group matches its currency positions and uses options. The general principles on risk management are approved by the Board of Directors.

Evox Rifa Group operates globally in Europe, Asia and North America. The revenue denominated in euro accounted for more than half of the total revenue in 2006. The non-euro dominated revenue mainly consists of Swedish krona, Singapore dollar, US dollar and UK pound sterling. Foreign exchange risk, even limited, has an impact principally on Group´s financial performance to the extent that revenue and costs are denominated in different currencies in the production plants. Furthermore, currency fluctuations have an effect on the parent company as its functional and presentation currency is euro. On the other hand, especially the weak US dollar against euro may reduce company´s competitiveness in export sales to the United States and Asia. The weak US dollar also has an impact on imports to Europe from the countries that have linked their currencies to the US dollar. To mitigate the foreign exchange risk, the income and expense items in each currency are matched, and open positions are hedged with currency options.

Group`s loans are generally floating rates loans. The Group may use interest rate swaps where necessary. At the balance sheet date there were no outstanding interest rate swaps.

To mitigate the credit risk the Group monitors the credit limits granted to clients and controls that the receivables are paid duly. Furthermore the risk positions (receivables and customer inventories) of the key clients are monitored on a monthly basis.

The Group has credit lines in Sweden, Great Britain and Singapore to safeguard sufficient liquidity. Unused credit facilities totalled 2.8 million euro at the balance sheet date.

3   SEGMENT INFORMATION

Evox Rifa Group’s primary reporting segments are business segments and secondary reporting segments are geographical segments.

Business segments

The Group has one business segment that is capacitors. This is based on the Group’s internal organisation structure and internal reporting. The business activities are organised into sales, marketing and technical advice, product development and financial managment as well as into two product groups: Electrolytic Capacitors and Film and Paper Capacitors. The Group’s manufacturing plants are specialised in different product groups and supply them globally. The development resources of the Group are mainly located in Europe. The major customer groups of capacitors are in industrial electronics and automobile industry.

The Group management monitores rates of return primarily at the Group level. The rates of return of product groups and manufacturing plants differ from each other as well as there are differences in the rates of return among the product groups which are due to the products’ different technical properties, different customer distribution and different distribution channels. This is a very typical situation in the industry. Accordingly, the Group’s risks and rates of return are independent of a product group and a geographical region.

Geographical segments

The secondary geographical segment is divided into three sales regions:

                                            Europe (Europe, Middle East and Africa)

                                            Asia

                                            America (North, Central and South Americas)

Capacitors are sold in every sales region. The major customers operate globally and require service locally.

In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of the customers. The segment assets and liabilities are based on the geographical location of the assets and liabilities.

Segment assets and liabilities

Segment assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Segment assets comprise property, plant and equipment, intangible assets (including goodwill), inventories and non-interest-bearing receivables (trade receivables, operative accrued income and prepayments as well as other receivables). Segment liabilities include current and non-current interest-bearing liabilities and non-interest-bearing liabilities; the latter comprise trade payables as well as other operative accruals and deferred income.




Unallocated items

Unallocated income statement items comprise corporate costs relating e.g. to development of business activities and Group management. Assets not allocated mainly represent items relating to the Group administration and financial items. Unallocated liabilities are items that relate to the Group functions, such as Group administration and convertible subordinated loan.

3.1   Business segments

EUR thousand

 

2006

 

Capacitor

 

Unallocated items

 

Group

 

 

 

 

 

 

 

 

 

Revenue

 

89 787

 

 

 

89 787

 

Operating profit (loss)

 

1 875

 

-10

 

1 865

 

Financial income and expenses

 

 

 

 

 

-2 090

 

Income tax expense

 

-716

 

 

 

 

 

Loss for the period

 

-941

 

 

 

 

 

Segment assets

 

47 846

 

1 563

 

49 409

 

Segment liabilities

 

36 547

 

6 485

 

43 032

 

Capital expenditure

 

1 021

 

0

 

1 021

 

Depreciation and amortisation

 

2 701

 

1

 

2 702

 

 

2005

 

Capacitors

 

Unallocated items

 

Group

 

 

 

 

 

 

 

 

 

Revenue

 

79 911

 

 

 

79 911

 

Operating loss

 

-7 340

 

-179

 

-7 519

 

Financial income and expenses

 

 

 

 

 

-1 198

 

Income tax expense

 

 

 

 

 

-539

 

Loss for the period

 

 

 

 

 

-9 256

 

Segment assets

 

46 718

 

6 461

 

53 179

 

Segment liabilities

 

39 832

 

5 961

 

45 793

 

Capital expenditure

 

3 957

 

9

 

3 966

 

Depreciation and amortisation

 

3 042

 

271

 

3 313

 

 

3.2   Geographical segments

EUR thousand

 

2006

 

Europe

 

Asia

 

America

 

Group

 

 

 

 

 

 

 

 

 

 

 

Revenue by the location of customers

 

60 660

 

20 226

 

8 901

 

89 787

 

Segment assets

 

33 222

 

14 426

 

1 761

 

49 409

 

Capital expenditure

 

918

 

58

 

45

 

1 021

 

 

2005

 

Europe

 

Asia

 

America

 

Group

 

 

 

 

 

 

 

 

 

 

 

Revenue by the location of customers

 

55 381

 

16 721

 

7 809

 

79 911

 

Segment assets

 

35 997

 

15 313

 

1 869

 

53 179

 

Capital expenditure

 

2 731

 

1 227

 

8

 

3 966

 

 

4   BUSINESS COMBINATIONS

In 2006 there were no business combinations.

In 2005, the Group owned 85 % of the share capital of Evox Rifa Pte.Ltd, when the Board of Directors of the parent company entered into an agreement with Mr. Wee Cheng Hoon to acquire his minority share of 15 % in Evox Rifa Pte. Ltd. The half of the purchase price, which totalled 775 thousand euro, was paid in cash and the other half was paid by a share issuance offered for subscription to Mr. Wee Cheng Hoon. Accordingly, Mr. Wee Cheng Hoon subscribed 3,850,000 shares of Evox Rifa Group Oyj at a price of 0.10 euro per share. The transaction was completed in February 2005.

Goodwill amounting to 272 thousand euro was recognised on the acquisition of the shares. This goodwill item has not been allocated to any separate asset.




EUR thousand

 

2006

 

2005

 

 

5   OTHER OPERATING INCOME

Gains on sale of property, plant and equipment and intangible assets

 

1 233

 

99

 

Rental income

 

29

 

23

 

Other income items

 

152

 

32

 

Total

 

1 414

 

154

 

 

6   EMPLOYEE BENEFITS

Wages and salaries

 

22 478

 

24 394

 

Pension expenses

 

 

 

 

 

Defined contribution plans

 

1 915

 

1 590

 

Defined benefit plans

 

183

 

134

 

Other social expenses

 

4 369

 

6 325

 

Total

 

28 945

 

32 443

 

 

Information for 2005 has been updated to be comparable with 2006
Information on the remuneration of Group Management is presented in note 28 Related Party Transactions.

The average number of personnel in the Group during the financial year

White-collar

 

289

 

299

 

Blue-collar

 

1 102

 

1 021

 

Total

 

1 391

 

1 320

 

 

 

 

 

 

 

The number of personnel in the Group at year-end

 

 

 

 

 

White-collar

 

292

 

294

 

Blue-collar

 

1 107

 

994

 

Total

 

1 399

 

1 288

 

 

7   DEPRECIATION AND AMORTISATION

Depreciation and amortisation by asset type:

 

 

 

 

 

Intangible assets

 

 

 

 

 

Other intangible assets

 

15

 

18

 

Total

 

15

 

18

 

 

 

 

 

 

 

Property, plant and equipment

 

 

 

 

 

Buildings

 

187

 

326

 

Machinery and equipment

 

2 462

 

2 927

 

Other assets

 

38

 

42

 

Total

 

2 687

 

3 295

 

Depreciation and amortisation expense, total

 

2 702

 

3 313

 

 

8   OTHER OPERATING EXPENSES

Production and supply overheads

 

7 015

 

6 248

 

Distribution overheads

 

2 792

 

2 117

 

Sales, development and administration overheads

 

5 970

 

6 379

 

Total

 

15 777

 

14 744

 

 




 

EUR thousand

 

2006

 

2005

 

 

9   RESEARCH AND DEVELOPMENT COSTS

Research and development costs expensed as incurred to income statement amounted to 2,8 million euro in 2006 (2,9 million euro in 2005).

10   FINANCIAL INCOME AND EXPENSES

Interest income

 

3

 

5

 

Exchange gains

 

1 384

 

2 198

 

Other financial income

 

5

 

45

 

Total financial income

 

1 392

 

2 248

 

 

 

 

 

 

 

Interest expenses

 

-1 447

 

-1 396

 

Exchange losses

 

-1 864

 

-1 779

 

Other financial expenses

 

-171

 

-271

 

Total financial expenses

 

-3 482

 

-3 446

 

 

 

 

 

 

 

Total

 

-2 090

 

-1 198

 

 

11   INCOME TAXES

Current tax expense

 

970

 

546

 

Taxes for prior years

 

-20

 

1

 

Change in deferred taxes

 

-234

 

-8

 

 

 

 

 

 

 

Total

 

716

 

539

 

 

A reconciliation between the income tax expense reported in the consolidated income statement, 0.7 million euro, and the income tax calculated at the domestic corporation tax rate 26 % (2005: 0.5 million euro) is as follows:

Loss before tax

 

-225

 

-8 717

 

Income tax calculated using the domestic corporate tax rate 26%

 

-59

 

-2 267

 

Effect of tax rates in foreign jurisdictions

 

105

 

25

 

Tax exempt revenues

 

-174

 

-41

 

Non-deductible expenses

 

47

 

77

 

Unrecognised deferred tax asset related to the losses and postponed tax depreciation

 

817

 

2 744

 

Taxes for prior years

 

-20

 

1

 

Income tax expense reported in the consolidated income statement

 

716

 

539

 

 




12   EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the profit for the year attributable to equity holders of the parent by the weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings per share is calculated by dividing the profit for the year attributable to equity holders of the parent (diluted) by the weighted average number of ordinary shares outstanding during the financial year (diluted).

EUR thousand

 

2006

 

2005

 

 

 

 

 

 

 

Loss for the year attributable to equity holders of the parent

 

-948

 

-9 172

 

Weighted average number of ordinary shares outstanding during the financial year (1,000)

 

177 815

 

176 579

 

 

 

 

 

 

 

Basic earnings per share (€ per share)

 

-0,005

 

-0,052

 

 

 

 

 

 

 

Loss for the year attributable to equity holders of the parent

 

-948

 

-9 172

 

Post-tax effect of interest on convertible subordinated loan

 

380

 

285

 

Loss for the period for computing diluted earnings per share

 

-568

 

-8 887

 

 

 

 

 

 

 

Weighted average number of ordinary shares outstanding during the financial year

 

177 815

 

176 579

 

Effect of share options on issue

 

0

 

626

 

Conversion of convertible subordinated loan

 

41 909

 

41 909

 

Weighted average number of ordinary shares outstanding for computing diluted earnings per share

 

219 724

 

219 114

 

 

 

 

 

 

 

Diluted earnings per share (€ per share)

 

-0,003

 

-0,041

 

 

Evox Rifa Group has two kinds of instruments that have a dilutive effect (i.e. they increase the number of ordinary shares): a convertible subordinated loan and share options. In calculating diluted earnings per share the convertible subordinated loan has been converted into shares and the loss for the period has been adjusted with the post-tax effect of the interest on the convertible subordinated loan. Share options have a dilutive effect if their subscription price is lower than the fair value of the share that is computed based on the weighted average price of the share during the financial year. The dilutive effect of share options will be the number of shares that will be issued gratuitously since it would not be possible for the Group to issue a corresponding number of shares at fair value with the funds obtained from exercising the options.

As the Group’s result is negative, diluted earnings per share is higher than basic earnings per share so the ratios (basic and diluted) are disclosed as being equal.




13   INTANGIBLE ASSETS

14.   PROPERTY, PLANT AND EQUIPMENT

14.1   FINANCIAL LEASES

 

EUR thousand

 

Goodwill

 

Other
intangible
assets

 

Total

 

Land
areas

 

Buildings

 

Machinery
and
equipment

 

Other
tangible assets

 

Advance
payments

 

Total

 

Total

 

Machinery
and
equipment
include
assets
leased
under
financial
leases
as follows

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost at 1 January, 2006

 

2 105

 

698

 

2 803

 

216

 

6 962

 

56 473

 

406

 

709

 

64 766

 

67 569

 

972

 

Additions

 

0

 

16

 

16

 

0

 

0

 

288

 

25

 

692

 

1 005

 

1 021

 

0

 

Disposals

 

0

 

0

 

0

 

-131

 

-1 268

 

-10 882

 

-134

 

0

 

-12 415

 

-12 415

 

0

 

Transfers between classes

 

0

 

0

 

0

 

0

 

0

 

970

 

0

 

-970

 

0

 

0

 

0

 

Exchange difference

 

1

 

-4

 

-3

 

6

 

-67

 

444

 

-13

 

5

 

375

 

372

 

37

 

Cost at 31 December, 2006

 

2 106

 

710

 

2 816

 

91

 

5 627

 

47 293

 

284

 

436

 

53 731

 

56 547

 

1 009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation, amortisation and impairment losses at 1 January, 2006

 

-870

 

-670

 

-1 540

 

0

 

-3 399

 

-45 163

 

-349

 

0

 

-48 911

 

-50 451

 

-579

 

Deprec. and amortisation charges for the period

 

0

 

-15

 

-15

 

0

 

-187

 

-2 462

 

-38

 

0

 

-2 687

 

-2 702

 

-143

 

Accumulated depreciation and amortisation from disposals

 

0

 

0

 

0

 

0

 

448

 

10 566

 

115

 

0

 

11 129

 

11 129

 

0

 

Transfers between classes

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

Exchange difference

 

0

 

5

 

5

 

0

 

-4

 

-461

 

24

 

0

 

-441

 

-436

 

-25

 

Accumulated depreciation, amortisation and impairment losses at 31 December, 2006

 

-870

 

-680

 

-1 550

 

0

 

-3 142

 

-37 520

 

-248

 

0

 

-40 910

 

-42 460

 

-747

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amounts at 1 January, 2006

 

1 235

 

28

 

1 263

 

216

 

3 563

 

11 310

 

57

 

709

 

15 855

 

17 118

 

393

 

Carrying amounts at 31 December, 2006

 

1 236

 

30

 

1 266

 

91

 

2 485

 

9 773

 

36

 

436

 

12 821

 

14 087

 

262

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost at 1 January, 2005

 

1 833

 

685

 

2 518

 

3 072

 

7 256

 

57 059

 

376

 

564

 

68 327

 

70 845

 

2 368

 

Additions

 

272

 

15

 

287

 

0

 

255

 

2 062

 

4

 

1 188

 

3 509

 

3 796

 

0

 

Disposals

 

0

 

0

 

0

 

0

 

-108

 

-3 493

 

-3

 

0

 

-3 604

 

-3 604

 

-1 302

 

Transfers between classes

 

0

 

0

 

0

 

0

 

0

 

1 046

 

0

 

-1 046

 

0

 

0

 

0

 

Transfer to non-current assets held for sale

 

0

 

0

 

0

 

-2 856

 

-794

 

-567

 

-23

 

0

 

-4 240

 

-4 240

 

0

 

Exchange difference

 

0

 

-2

 

-1

 

0

 

353

 

366

 

52

 

3

 

774

 

773

 

-94

 

Cost at 31 December, 2005

 

2 105

 

698

 

2 804

 

216

 

6 962

 

56 473

 

406

 

709

 

64 766

 

67 570

 

972

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation, amortisation and impairment losses at 1 January, 2005

 

-870

 

-663

 

-1 533

 

0

 

-3 001

 

-46 125

 

-272

 

0

 

-49 398

 

-50 931

 

-1 546

 

Deprec. and amortisation charges for the period

 

0

 

-18

 

-18

 

0

 

-326

 

-2 927

 

-42

 

0

 

-3 295

 

-3 313

 

-348

 

Accum. depreciation and amortisation from disposals

 

0

 

0

 

0

 

0

 

108

 

3 419

 

0

 

0

 

3 527

 

3 527

 

1 247

 

Transfers between classes

 

0

 

0

 

0

 

0

 

-270

 

270

 

0

 

0

 

0

 

0

 

0

 

Transfer to non-current assets held for sale

 

0

 

0

 

0

 

0

 

215

 

223

 

4

 

0

 

442

 

442

 

0

 

Exchange difference

 

0

 

11

 

11

 

0

 

-125

 

-23

 

-39

 

0

 

-187

 

-176

 

68

 

Accumulated depreciation, amortisation and impairment losses at 31 December, 2005

 

-870

 

-670

 

-1 540

 

0

 

-3 399

 

-45 163

 

-349

 

0

 

-48 911

 

-50 451

 

-579

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amounts at 1 January, 2005

 

963

 

22

 

985

 

3 072

 

4 255

 

10 934

 

104

 

564

 

18 929

 

19 914

 

822

 

Carrying amounts at 31 December, 2005

 

1 235

 

28

 

1 264

 

216

 

3 563

 

11 310

 

57

 

709

 

15 855

 

17 119

 

393

 

 

Carrying amount of production machinery and equipment at 31 December, 2006

 

9 339

 

Carrying amount of production machinery and equipment at 31 December, 2005

 

10 491

 

 

The Group has received an investment grant in Finland amounting to 30 thousand euro (in 2005 0.4 million euro). The grant received has been deducted from the additions to machinery and equipment in 2006.




Goodwill and other fixed assets allocated to the Group’s cash-generating units (production units) were tested for impairment for the first time at the transition to IFRSs at 1 January, 2004. Based on the impairment test an impairment loss of 0.4 million euro was recognised. The impairment loss was allocated to the property, plant and equipment of the Kalmar plant. The impairment loss was mainly due to the profitability problem of the Kalmar plant.

The recoverable amount of a cash-generating unit is based on value in use calculations. In respect of determining cash flows, the major variables are:

a)           Discount rate (8%), which is based on cost of equity capital including market risk premium and cost of debt, weighted to reflect the Group´s capital structure.

b)          Sales growth on each market area (in average 0-8%) based on management assessment as well as internal and external views on history and future of the business.

c)           Profitability (operating margin) of cash generating units, which reflects both historical profitability and on-going development programs. The relative profitability of the units is not expected to improve during the forecast period with the exception of the impact of the on-going development programs.

The forecast period covers five years. The most critical key assumptions in the estimation of the recoverable amount are discount rate, sales growth and profitability.

For Evox Rifa´s production units the most critical key assumption is profitability development, especially for Suomussalmi unit. According to management assessment, the recoverable amount exceeds the carrying amount, assuming that the decided and on-going development program will be completed mainly according to plan.This assessment excludes possible simultanious changes in other assumptions. The management does not believe that in other production units any reasonably possible changes in the key assumptions would cause recoverable amounts to fall short of their carrying amounts.

Based on impairment tests performed, no impairment losses have been recognised in 2005 or 2006 for goodwill nor for property, plant and equipment.

15   NON-CURRENT ASSETS HELD FOR SALE

In 2006 there were no non-current assets held for sale.

EUR thousand

 

Land
areas

 

Buildings

 

Machinery
and
equipment

 

Other
tangible
assets

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amount of the non-current assets held for sale at December 31, 2005

 

2 856

 

579

 

344

 

19

 

3 798

 

 

In January 2005 Evox Rifa Group entered into an agreement with Peab Sverige AB relating to the sale of the Kalmar factory real estate in Sweden. The agreement was completed in March 2006 after the production of the plant has ceased. The consideration, 41.5 million Swedish crowns, was used for repayment of the related loans. At the previous year´s balance sheet date 31 December, 2005, the factory real estate in Kalmar was classified as an asset held for sale in accordance with IFRS 5.

EUR thousand

 

2006

 

2005

 

 

16   NON-CURRENT RECEIVABLES

Prepaid rental expense

 

125

 

232

 

Insurance claim

 

157

 

139

 

Total

 

282

 

371

 

 

17   INVENTORIES

Raw material and supplies

 

7 627

 

6 606

 

Work in progress

 

2 263

 

1 871

 

Finished goods

 

6 725

 

6 535

 

Total

 

16 615

 

15 012

 

 

The amount of the impairment loss recognised on inventories to net realisable value totalled 0.4 million euro during the financial year (2005: 0.6 million euro).




 

EUR thousand

 

2006

 

2005

 

 

18   TRADE AND OTHER CURRENT RECEIVABLES

Trade receivables

 

14 962

 

12 579

 

Accrued income and prepaid expenses

 

1 195

 

1 168

 

Other receivables

 

952

 

694

 

Total

 

17 109

 

14 441

 

 

The fair values of trade receivables and other current receivables are assumed to equal their carrying amounts because of the short maturity.

During the financial year the Group has recognised impairment losses on trade receivables amounting to 0.1 million euro (2005: 0.7 million euro).

18.1   Accrued income and prepayments

Investment grant

 

132

 

362

 

Other items

 

1 063

 

806

 

Total

 

1 195

 

1 168

 

 

19   CASH AND CASH EQUIVALENTS

Cash and cash equivalents in the statement of cash flows

 

 

 

 

 

Cash at bank and in hand

 

1 313

 

2 435

 

Bank overdrafts

 

-6 496

 

-6 318

 

Total

 

-5 183

 

-3 883

 

 

20   CAPITAL AND RESERVES

EUR thousand

 

Number of shares
(1,000)

 

Share
capital

 

Share
premium

 

Reserve
fund

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Jan, 2005

 

 

173 371

 

 

8 669

 

 

1 733

 

12 989

 

23 391

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer from reserve fund

 

 

 

 

 

 

 

 

 

 

-12 312

 

-12 312

 

Share issue

 

 

3 850

 

 

192

 

 

193

 

 

 

385

 

31 Dec, 2005

 

 

177 221

 

 

8 861

 

 

1 926

 

677

 

11 464

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription with share options

 

 

935

 

 

48

 

 

8

 

 

 

56

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 Dec, 2006

 

 

178 156

 

 

8 909

 

 

1 934

 

677

 

11 520

 

 

The number of shares of Evox Rifa Group Oyj totalled 178,156,018 at 31 December, 2006 (31 Dec 2005 177,221,018). The nominal value of the share is 0.05 euro. All shares issued have been fully paid.

On 20 April, 2006 the Annual General Meeting of Evox Rifa Group Oyj approved the proposal of the Board of Directors to authorise the Board to decide to issue new shares and / or convertible loans, deviating from the shareholders´ pre-emptive rights, so that the share capital may rise by a maximum of 1,772,210 euro. Concurrently the Annual General Meeting decided to revoke its authorisation of 28 February, 2005. The Board of Directors did not use this authorisation.

On 14 November 2000, the Shareholders’ Meeting of Evox Rifa Group Oyj resolved to issue 7,500,000 share options that entitle the holders to subscribe for 7,500,000 Evox Rifa Group Oyj shares. By 31 December, 2005 no share options have been used for share subscription. On 28 February, 2005 the Annual General Meeting resolved that the share options in the possession of the Group, in total 2,745,000, will not be offered and that they will be cancelled. Based on the share options, a total of 935,000 shares were subscribed in 2006. The increases in share capital have been registered 11 May, 2006 and 28 December, 2006 respectively. The right to subscribe shares based on share options expired at 31 December, 2006 and currently Evox Rifa Group Oyj has no existing share options.

In March 2005 Evox Rifa Group Oyj issued 55,879 convertible subordinated loan notes with a total nominal value of 5.6 million euro. The loan matures in five years from the date of issue unless the holders of the notes use their right to convert the notes into shares of the parent company. A loan note with a nominal value of 100 euro can be converted into 750 shares. The conversion price of a share is approximately 0.1333 euro. The conversion can be made




during the period of 1 October, 2005 and 26 February, 2010. By 31 December, 2006 no convertible loan notes have been converted into shares.

The share premium fund was increased in 2006 by the amount exceeding the nominal value of the new 875,000 shares subscribed based on option rights. The reserve fund can be used to cover the losses of the parent company.




21   SHARE-BASED PAYMENTS

The Group has had option arrangements since 2000 when the Shareholder’s Meeting of Evox Rifa Group Oyj resolved to issue 7,500,000 share options that entitle the holders to subscribe for 7,500,000 Evox Rifa Group Oyj shares (14 November, 2000).

The Group has not applied IFRS 2 Share-based payment to these arrangements as the share options were granted prior to 7 November, 2002 and they vested before the effective date of the standard that was 1 January , 2005. Due to this no expenses nor an obligation have been recognised in respect for these options.

Share options were offered for subscription to key personnel, the management of Evox Rifa Group Oyj, and of Evox Rifa Oy which is a subsidiary of Evox Rifa Group Oyj. On 28 February, 2005 the Annual General Meeting of Evox Rifa Group Oyj resolved that the key personnel and the Group management will not be offered more share options, and the Annual General Meeting approved that the share options in the possession of the Group, in total 2,745,000 options, will be cancelled.

The subscription period for all options expired at 31 December, 2006.

The exercise prices were as follows:

A options 0.29 euro
B options 0.11 euro
C options 0.06 euro

Based on share options, a total of 935,000 shares were subscribed in 2006.

EUR thousand
Changes in share options for the period were as follows:

 

 

A Options

 

B Options

 

C Options

 

 

 

 

 

 

 

 

 

1 January, 2005

 

 

 

 

 

 

 

Outstanding

 

1 780 000

 

1 410 000

 

1 565 000

 

Company-owned

 

220 000

 

1 090 000

 

1 435 000

 

Total

 

2 000 000

 

2 500 000

 

3 000 000

 

 

 

 

 

 

 

 

 

Changes in 2005

 

 

 

 

 

 

 

Annulled options

 

220 000

 

1 090 000

 

1 435 000

 

 

 

 

 

 

 

 

 

31 December, 2005

 

 

 

 

 

 

 

Outstanding

 

1 780 000

 

1 410 000

 

1 565 000

 

Company-owned

 

0

 

0

 

0

 

Total

 

1 780 000

 

 

 

1 565 000

 

 

 

 

 

 

 

 

 

Changes in 2006

 

 

 

 

 

 

 

Subscribed shares

 

935 000

 

 

 

 

 

Annulled due to expiration

 

1 780 000

 

1 410 000

 

630 000

 

Total 31 December, 2006

 

0

 

0

 

0

 

 




22   DEFERRED TAX ASSETS AND LIABILITIES

EUR thousand

 

 

1 Jan
2006

 

Recognised
in income

 

Recognised
in equity

 

Exchange
differences

 

31 Dec,
2006

 

 

 

 

 

 

 

 

 

 

 

 

 

Movements in deferred taxes during 2006

 

 

 

 

 

 

 

 

 

 

 

Deferred tax liabilities

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation difference

 

500

 

-185

 

0

 

11

 

326

 

Convertible subordinated loan

 

152

 

-36

 

0

 

0

 

116

 

Pension obligations

 

78

 

-13

 

0

 

8

 

73

 

Total

 

730

 

-234

 

0

 

19

 

515

 

 

 

 

1 Jan,
2005

 

Recognised
in income

 

Recognised
in equity

 

Exchange
differences

 

31 Dec,
2005

 

 

 

 

 

 

 

 

 

 

 

 

 

Movements in deferred taxes during 2005

 

 

 

 

 

 

 

 

 

 

 

Deferred tax liabilities

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation difference

 

495

 

0

 

0

 

5

 

500

 

Convertible subordinated loan

 

0

 

-22

 

174

 

0

 

152

 

Pension obligations

 

66

 

14

 

0

 

-2

 

78

 

Total

 

561

 

-8

 

174

 

3

 

730

 

 

At 31 December, 2005 the Group had unused tax losses carried forward amounting to 16.1 million euro. No deferrex tax assets have been recognised in respect of these items due to the uncertainty of utilisation of these losses carried forward. The losses in question mainly result from Finnish and Swedish Group companies.

23   PENSION OBLIGATIONS

The Group has defined benefit pension plans in Germany and Sweden. These plans have been arranged through insurance companies. Retirement benefits are determined based on certain factors, such as salary and period of employment.

In the opening IFRS balance sheet at 1 January, 2004 the disability pension component of the Finnish TEL system was accounted for as a defined benefit plan (TEL = the Finnish statutory employment pension scheme). Due to the change in the accounting basis of the TEL system’s disability pension at the end of 2004, the disability pension is classified as a defined contribution plan since 1 January, 2006.

In the financial statements for 2004, the change in the accounting basis has been accounted for as a curtailment of the disability pension component. Due to this, 102 thousand euro of the disability pension obligation was credited in the income statement at the end of 2004 as the portion regarding the year 2005 was not significant.

EUR thousand

 

2006

 

2005

 

 

 

 

 

 

 

The defined benefit obligation in the balance sheet comprises the following items:

 

 

 

 

 

 

 

 

 

 

 

Present value of unfunded obligations

 

2 049

 

2 603

 

Unrecognised actuarial gains (+) and losses (-)

 

-145

 

-282

 

Net obligation

 

1 904

 

2 321

 

 

 

 

 

 

 

Amounts recognised in the income statement in respect of the defined benefit plans are determined as follows:

 

 

 

 

 

 

 

 

 

 

 

Current service costs

 

1

 

17

 

Interest on obligation

 

98

 

117

 

Actuarial gains and losses

 

84

 

0

 

 

 

183

 

134

 

 

 

 

 

 

 

Movements in the balance sheet obligations

 

 

 

 

 

At 1 January

 

2 603

 

2 471

 

Exchange differences

 

90

 

-88

 

 




 

Redeemed obligations

 

-702

 

-153

 

Interest costs

 

98

 

117

 

Actuarial gains and losses

 

-38

 

264

 

Current service costs

 

1

 

17

 

Pension payments

 

-3

 

-25

 

At 31 December

 

2 049

 

2 603

 

 

 

 

 

 

 

Principal actuarial assumptions at 31 December

 

 

 

 

 

Discount rate

 

4%/4,75%

 

5%

 

Future salary increase

 

2-3%

 

2-3%

 

 

Information for 2005 has been updated to be comparable with 2006.

24   PROVISIONS

EUR thousand

 

Warranties

 

Restructuring

 

Total

 

 

 

 

 

 

 

 

 

Balance at 1 January, 2006

 

723

 

220

 

943

 

Provisions made during the year

 

74

 

180

 

254

 

Provisions released during the year

 

-43

 

-220

 

-263

 

Balance at 31 December, 2006

 

754

 

180

 

934

 

 

 

 

2006

 

2005

 

Current provisions

 

934

 

943

 

Total

 

934

 

943

 

 

The Group grants a warranty for its products. The warranty provision comprises the estimated expenses for product claims.

The restructuring provision 2005 includes the expected expenses for closing down the production and cleaning of the Kalmar plant. The increase in restructuring provision in 2006 is related to restructuring of the Group´s Swedish operations.

The provisions are considered current as the Group intends to settle the obligations within 12 months after the balance sheet date.




EUR thousand

 

2006

 

2005

 

 

25   INTEREST-BEARING LIABILITIES

Non-current

 

 

 

 

 

Bank loans

 

7 421

 

9 364

 

Convertible subordinated loan

 

5 125

 

5 004

 

Finance lease liabilities

 

135

 

259

 

Total

 

12 681

 

14 627

 

 

 

 

 

 

 

Current

 

 

 

 

 

Bank overdrafts (Note 19 Cash and cash equiv)

 

6 496

 

6 318

 

Current portion of finance lease liabilities

 

134

 

167

 

Current portion of non-current liabilities

 

3 230

 

5 343

 

Total

 

9 860

 

11 828

 

 

Fair values of the Group’s all financial assets and liabilities are assumed to materially equal their initial carrying amounts.

Non-current liabilities mature as follows:

2006

 

2007

 

2008

 

2009

 

2010

 

2011

 

2012 –

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Floating rate bank loans

 

3 230

 

4 104

 

1 944

 

874

 

500

 

0

 

Convertible subordinated loan

 

 

 

 

 

 

 

5 588

*)

 

 

 

 

Finance lease liabilities

 

134

 

135

 

 

 

 

 

 

 

 

 

Total

 

3 364

 

4 239

 

1 944

 

6 462

 

500

 

0

 

 

*) Includes the component recognised in equity

2005

 

2006

 

2007

 

2008

 

2009

 

2010

 

2011 –

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Floating rate bank loans

 

5 343

 

4 229

 

2 700

 

1 552

 

883

 

 

 

Convertible subordinated loan

 

 

 

 

 

 

 

 

 

5 588

*)

 

 

Finance lease liabilities

 

167

 

136

 

123

 

 

 

 

 

 

 

Total

 

5 510

 

4 365

 

2 823

 

1 552

 

6 471

 

0

 

 

Currency mix of the Group’s non-current interest-bearing liabilities

EUR thousand

 

2006

 

2005

 

 

 

 

 

 

 

EUR

 

10 275

 

10 882

 

USD

 

1 821

 

1 980

 

SGD

 

102

 

229

 

GBP

 

348

 

925

 

SEK

 

135

 

611

 

 

 

12 681

 

14 627

 

 

The Group’s liabilities mainly consist of floating rate loans.




 

EUR thousand

 

2006

 

2005

 

 

Weighted averages of the effective interest rates of the non-current interest-bearing liabilities at 31 December

Bank loans

 

5,2%

 

4,1%

 

Convertible subordinated loan

 

8,0%

*)

8,0%

*)

Finance lease liabilities

 

5,0%

 

5,0%

 

 

*) The nominal interest rate of the loan is 5.0 %

Currency mix of the Group’s current interest-bearing liabilities

 

 

 

 

 

EUR

 

4 412

 

4 410

 

USD

 

728

 

1 388

 

SGD

 

1 027

 

691

 

GBP

 

2 717

 

2 435

 

SEK

 

781

 

2 904

 

RMB

 

195

 

 

 

 

 

9 860

 

11 828

 

 

Weighted averages of the effective interest rates of the current interest-bearing liabilities at 31 December

Bank overdrafts

 

5,3%

 

3,4%

 

Bank loans

 

5,5%

 

4,3%

 

Finance lease liabilities

 

5,0%

 

5,0%

 

 

25.1   Finance lease liabilities

The Group’s finance lease liabilities are payable as follows:

EUR thousand

 

2006

 

2005

 

 

 

 

 

 

 

Minimum lease payments

 

285

 

461

 

Less than one year

 

146

 

186

 

Between one and five years

 

139

 

275

 

Total minimum lease payments

 

285

 

461

 

 

 

 

 

 

 

Present value of the minimum lease payments

 

 

 

 

 

Less than one year

 

134

 

167

 

Between one and five years

 

135

 

259

 

Total present value of the minimum lease paym.

 

269

 

426

 

Future finance charges

 

16

 

35

 

Total finance lease liabilities

 

285

 

461

 

 

25.2   Convertible subordinated loan

The loan is a subordinated loan as defined under the previous Companies Act, its terms related to repayment and priority ranking differ from the terms of loans generally issued. The principal of the loan may be repaid only if the Company and the consolidated Group are left with full cover on restricted equity and other non-distributable items according to the balance sheet approved for the preceding financial year. Interest on the loan can be paid annually only if the amount payable can be used for the distribution of profits according to the balance sheet of the Company and the consolidated Group as approved for the preceding financial year. The principal, interest and any other yield shall be payable on the dissolution or bankruptcy solely at a priority ranking inferior to that of all other debt. The interest left unpaid shall remain a liability and shall earn annual interest of 2 percentage points in excess of the interest rate payable on the loan. If the loan cannot be repaid at maturity, the principal of the loan shall accrue interest that is 2 percentage points in excess of annual interest determined on the loan. The capital loan is not secured by a guarantee or collateral.

In March 2005 the Company issued 55,879 convertible subordinated loan notes with a total nominal value of 5.6 million euro. The loan matures in five years from the date of issue unless the holders of the notes use their right to convert the notes into shares. A loan note with a nominal value of 100 euro can be converted into 750 shares. The conversion price of a share is approximately 0.1333 euro. The conversion can be made during the period of 1 October, 2005 and 26 February, 2010. The nominal interest rate of the loan is 5 %.

In the financial statements for 2005 the convertible subordinated loan has been classified into the equity component and the liability component. The liability component was initially measured at its fair value that was determined by using the market rate for similar loans (8 %) at the time the loan was issued. The equity component, amounting to 0.5 million euro, net of deferred tax, equals the difference between the proceeds on the loan issued and the fair value of the liability and it was recognised into retained earnings. At 31 December, 2006, the equity component was 0.3 million euro.




EUR thousand

 

2006

 

2005

 

 

26   TRADE PAYABLES AND OTHER NON INTEREST BEARING LIABILITIES

26.1 Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Trade payables

 

9 588

 

7 206

 

Accrued expenses and deferred income

 

5 472

 

4 902

 

Other liabilities

 

1 405

 

2 682

 

Total

 

16 465

 

14 790

 

 

 

 

 

 

 

26.2   Accrued expenses and deferred income

 

 

 

 

 

 

 

 

 

 

 

Accrued wages and salaries

 

2 009

 

2 082

 

Accrued social security and pension expenses

 

1 432

 

1 153

 

Interest expenses

 

627

 

350

 

Income taxes for prior years

 

0

 

29

 

Other items

 

1 404

 

1 288

 

Total

 

5 472

 

4 902

 

 

27   ADJUSTMENTS TO CASH FLOWS FROM OPERATING ACTIVITIES

Non-cash transactions:

 

 

 

 

 

Depreciation and amortisation

 

2 702

 

3 313

 

Impairment loss on inventories

 

398

 

573

 

Impairment loss on trade receivables

 

130

 

677

 

Change in provisions

 

9

 

289

 

Other items

 

-979

 

-474

 

Total

 

2 260

 

4 378

 

 

28   RELATED PARTY TRANSACTIONS

Evox Rifa Group has related party relationship with its Board members, CEO and Management Team.

Group companies are as follows:

 

 

 

 

Group

 

Group

 

 

 

Domicile

 

holding, (%)

 

voting (%)

 

Parent company Evox Rifa Group Oyj

 

Finland

 

 

 

 

 

Evox Rifa Oy

 

Finland

 

100

 

100

 

Evox Rifa AB

 

Sweden

 

100

 

100

 

Evox Rifa Pte. Ltd.

 

Singapore

 

100

 

100

 

Seoryong Singapore Pte. Ltd.

 

Singapore

 

100

 

100

 

P.T. Evox S.R.

 

Indonesia

 

100

 

100

 

Evox Rifa Sdn.Bhd.

 

Malaysia

 

100

 

100

 

Evox Rifa GmbH

 

Germany

 

100

 

100

 

Evox Rifa, Inc.

 

USA

 

100

 

100

 

Dectron AB

 

Sweden

 

100

 

100

 

Nantong Evox Rifa Electrolytics Co. Ltd.

 

China

 

80

 

80

 

BHC Components Ltd.

 

UK

 

100

 

100

 

 




 

EUR thousand

 

2006

 

2005

 

 

 

 

 

 

 

Transactions between related parties:

 

 

 

 

 

 

 

 

 

 

 

28.1   Employee benefits

 

 

 

 

 

Salaries and other short-term benefits

 

885

 

993

 

Post-employment benefits

 

8

 

13

 

Total

 

893

 

1 006

 

 

No cash loans have been granted to nor commitments assumed or collaterals given regarding CEO or the members of the Board of Directors.

28.2   Shares, options and convertible subordinated loan

31 December, 2006

 

Shares

 

Options

 

Convertible-

 

 

 

 

 

 

 

subordinated-

 

 

 

 

 

 

 

loan notes

 

Board members and CEO

 

20 412 972

 

0

 

9 040

 

Management Team

 

4 416 882

 

0

 

10

 

Total

 

24 829 854

 

0

 

 

 

 

31 December, 2005

 

Shares

 

Options

 

Convertible-

 

 

 

 

 

 

 

subordinated-

 

 

 

 

 

 

 

loan notes

 

Board members and CEO

 

20 002 972

 

1 150 000

 

9 040

 

Management Team

 

3 966 882

 

1 545 000

 

10

 

Total

 

23 969 854

 

2 695 000

 

 

 

 

Henrik Ehrnrooth, Chairman of the Board, together with his brothers, Georg Ehrnrooth and Carl Gustav Ehrnrooth, have indirectly control in Fennogens Investments S.A. which holds 30,960 convertible subordinated loan notes.

EUR thousand

 

2006

 

2005

 

Key management personnel compensation:

 

 

 

 

 

 

 

 

 

 

 

Chairman of the Board

 

 

 

 

 

Henrik Ehrnrooth

 

22

 

24

 

Members of the Board

 

 

 

 

 

Jerker Molander

 

17

 

32

 

Pertti Laine

 

11

 

12

 

Mikko J. Aro

 

11

 

14

 

Jarmo Niemi

 

11

 

12

 

CEO

 

 

 

 

 

Tuula Ylhäinen

 

158

 

159

 

Total

 

230

 

253

 

 

The age of retirement of CEO of the parent company, Tuula Ylhäinen, is based on applicable Finnish legislation.




EUR thousand

 

2006

 

2005

 

 

29   COMMITMENTS AND CONTINGENCIES

29.1   Pledges, mortgages and contingent liabilities

Loans secured with mortgages and pledges

 

 

 

 

 

 

 

 

 

 

 

Loans from credit institutions

 

17 146

 

21 025

 

Pension obligations

 

1 865

 

2 356

 

 

 

19 011

 

23 381

 

 

 

 

 

 

 

Collateral given for own commitments

 

 

 

 

 

Real estate mortgages

 

1 106

 

6 135

 

Mortgages on company assets

 

14 181

 

16 340

 

Securities and receivables pledged

 

9 590

 

7 233

 

 

 

24 877

 

29 708

 

 

 

 

 

 

 

Other collateral given for own commitments

 

 

 

 

 

Other collaterals

 

292

 

62

 

Securities pledged

 

35

 

35

 

 

 

327

 

97

 

 

Evox Rifa Group has received product reclamations the processing of which is still in process. The management believes that the provisions made in the balance sheet of the Group will cover currently assessable compensation risk.

29.2   Derivative financial instruments

Values of the derivatives designated for hedging foreign exchange exposure at the balance sheet date:

Currency options

 

 

 

 

 

Bought options

 

 

 

 

 

Nominal value

 

2 035

 

2 079

 

Balance sheet value

 

3

 

0

 

The options generally mature in three months.

 

 

 

 

 

 

Evox Rifa uses currency options for hedging the transaction risk of its balance sheet items. Since the Group does not apply the hedge accounting as defined under IAS 39, the changes in the fair values of financial instruments used for hedging purposes are recognised fully in the income statement. In 2006 the changes in the fair values of the currency options totalled 3 thousand euro (2005: 15 thousand euro) and the changes are recognised in financial expenses.

EUR thousand

 

2006

 

2005

 

 

30   OPERATING LEASES

Group as lessee

Minimum lease payments on non-cancellable operating leases are payable as follows:

Less than one year

 

1 411

 

1 344

 

Between one and five years

 

3 641

 

3 323

 

More than five years

 

1 603

 

837

 

Total

 

6 655

 

5 504

 

 

31   SUBSEQUENT EVENTS

On February 19, 2007 KEMET Corporation announced its intention to launch a public tender offer to acquire all the shares of Evox Rifa Group Oyj.




32.   Summary of differences between International Financial Reporting Standards and Generally Accepted Accounting Principles in the United States

The Group’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards as adopted by EU (“IFRS”), which differs in certain respects from accounting principles generally accepted in the United States (“U.S. GAAP”). Such differences include methods for measuring and presenting the amounts shown in the consolidated financial statements.

The following is a summary of significant adjustments to net loss and equity required when reconciling such amounts recorded in the Group’s consolidated financial statements under IFRS to the corresponding amounts in accordance with U.S. GAAP.

 

 

EUR thousand

 

Year ended December 31,

 

 

 

 

 

2006

 

2005

 

 

 

 

 

 

 

 

 

Net income/-loss in accordance with IFRS

 

-941

 

-9,256

 

a)

 

Pensions

 

305

 

-246

 

b)

 

Business combinations

 

122

 

122

 

c)

 

Sale and leaseback arrangement

 

-611

 

-

 

d)

 

Convertible subordinated loan

 

121

 

86

 

 

 

Tax effect of U.S. GAAP adjustments

 

-152

 

14

 

Net income/-loss in accordance with U.S. GAAP

 

-1,156

 

-9,280

 

 

 

 

EUR thousand

 

As at December 31,

 

 

 

 

 

2006

 

2005

 

 

 

 

 

 

 

 

 

Equity in accordance with IFRS

 

6,377

 

7,386

 

a)

 

Pensions

 

-455

 

-378

 

b)

 

Business combinations

 

-158

 

-280

 

c)

 

Sale and leaseback arrangement

 

-620

 

 

 

d)

 

Convertible subordinated loan

 

-462

 

-583

 

e)

 

Minority interest

 

-133

 

-142

 

 

 

Tax effect of U.S. GAAP adjustments

 

-19

 

93

 

Equity in accordance with U.S. GAAP

 

4,530

 

6,096

 

 

(a)                                  Pension expenses

The Group companies have several pension plans in different countries in accordance with the local practices and conditions. Pensions are under IAS 19 “Employee Benefits” classified as either defined contribution plans or defined benefit plans. The expense incurred in respect of a defined benefit pension plan is determined separately for each plan in accordance with its terms based on actuarial calculations and recognized on the income statement over the expected working lives of the employees participating in the plan. In accordance with the exemption for first-time adopters under IFRS 1 “First-time Adoption of International Financial Reporting Standards” all cumulative actuarial gains and losses arisen from the defined benefit plans were recognized in retained earnings of the opening balance sheet at the date of transition. Those actuarial gains and losses that arise subsequent to 1 January, 2004 are recognized using the corridor method.

Under U.S. GAAP there is no exemption for first-time adopters and in accordance with FAS 87 “Employers’ Accounting for Pensions” the statement for non-US plans became effective for periods beginning after 15 December 1988. On implementation, the difference between the projected benefit obligation and the fair value of plan assets as adjusted for previously recorded pension cost accruals or prepayments shown in the balance sheet is to be amortized on a straight-line basis over the average remaining service period of the employees.

Disability benefits under the Finnish statutory employment pension scheme (“TEL”) were previously accounted for as a defined benefit plan under IFRS. In late 2004 the Finnish Ministry of Social Affairs and Health approved changes to the TEL which affected the method for calculating and funding these disability benefits. IFRS provides that the use of insurance premiums to fund benefits should be accounted for using defined contribution accounting as long as a company retains no ongoing legal or constructive obligations, under any circumstances. Because of this change to the TEL, the disability benefits are accounted for as a defined contribution plan under IFRS. U.S. GAAP contains no provision to allow defined contribution accounting where insurance premiums are used to fund benefits. The changes to the TEL had no impact on the defined benefit accounting treatment for disability benefits under U.S. GAAP.




For the years ended December 31, 2006 and 2005 the company recorded a decrease to the net periodic costs of EUR 305 thousand and a increase to net periodic cost of EUR 246 thousand in accordance with U.S. GAAP, respectively. The tax effects of these corrections, shown separately in the net income reconciliation, amounted to EUR - 83 thousand and EUR increase 73 thousand, respectively. The additional accrued benefit obligation under U.S. GAAP as of December 31, 2006 and 2005 amounted to EUR 455 thousand and EUR 374 thousand, respectively. The tax effects of these adjustments, shown separately in the equity reconciliation, amounted to EUR 30 thousand and EUR 73 thousand, respectively.

The Group has adopted FAS 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” as of December 31, 2006. This new standard requires the Group to recognize a net liability to report the funded status of our defined pension benefit plans. The adoption resulted in a increase of pension liability and a decrease of shareholders equity amounting to EUR 382 thousand as of December 31, 2006.

(b)                                 Business combinations

In accordance with the exemption under IFRS 1 business combinations occurring prior to the transition date to IFRS have not been restated but previous values under Finnish accounting policies have been taken as a deemed cost under IFRS.

Under U.S. GAAP there is no such exemption for first-time adopters and in accordance with SFAS 141 “Business Combinations” the purchase price is allocated to the assets/liabilities acquired based on their fair value.

In July 2001, the Group purchased Dectron AB and in April, 2002, Evox Rifa AB, a subsidiary of Evox Rifa Group Oyj, purchased BHC Components Ltd. For the reconciliation to U.S. GAAP, the Group recorded the assets acquired, including identifiable intangible assets, and liabilities assumed at fair value; with the unallocated residual amount of the purchase price recognised as goodwill.

The acquisition agreement for Dectron AB included a contingent consideration that required continued employment by the seller of the shares. This contingent consideration has under U.S GAAP been considered as compensation and expensed when subsequently settled.

The aggregate effect of applying purchase accounting under SFAS 141 in the above mentioned transactions resulted in an decrease of shareholder’s equity of EUR 158 thousand and of EUR 280 thousand (tax effects excluded) as at December 31, 2006 and 2005 respectively, and a reduction in net loss of EUR 122 thousand and EUR 122 thousand (tax effects excluded) in the years ended December 31, 2006 and 2005, respectively.

The tax effects of these adjustments, shown separately in the net loss and equity reconciliation, resulted in a decrease of shareholder’s equity of EUR 169 thousand and EUR 132 thousand as at December 31, 2006 and 2005, and an increase in net loss of EUR 37 thousand and EUR 37 thousand in the years ended December 31, 2006 and 2005.

(c)                                  Sale and leaseback arrangement

In June 2006 the subsidiary in UK, BHC Components Ltd, entered into a Sale and leaseback transaction concerning land and buildings. As the leaseback has been classified as an operating lease and the sale price equaled fair value, the profit of the sale has been recognized immediately as risks and rewards in accordance with IAS 17 “Leases” has been transferred. Under U.S. GAAP FASB Statement No. 98 “Accounting for Sales of Real Estate Leases”, states that a lease involving real estate may not be classified as a sales-type lease unless the lease agreement provides for the transfer of title to the lessee at or shortly after the end of the lease term. There is no transfer of title in the transaction accordingly there is no sale under U.S. GAAP. For the U.S. GAAP reconciliation the sale has been reversed and the payments deferred over the lease period. In addition the depreciations on the building has been recognised.

In the US GAAP reconciliation this resulted in a decrease of shareholder’s equity of EUR 611 thousand and an increase of net loss of EUR 620 thousand in the year ended December 31, 2006. There is no related tax effect.

(d)                                 Convertible subordinated loan

In March 2005, the Company issued convertible subordinated loan notes with a total nominal value of EUR 5,888 thousand. In accordance with IAS 32 “Financial Instruments: Disclosure and Presentation” the convertible subordinated loan has been classified into an equity component and a liability component. The conversion right is non-detachable. The liability component was initially measured at fair value. The equity component at inception, amounting to EUR 496 thousand, net of deferred tax, equals the difference between the proceeds on the loan issued and the fair value of the liability and it was recognized into retained earnings. At 31 December, 2006 and 2005, the equity component was EUR 342 thousand and EUR 431 thousand respectively.




Under U.S. GAAP (“ABP Opinion No 14”) the proceeds from an issue of convertible notes with a non-detachable conversion features should all be credited to liability. An allocation of proceeds to equity based on the conversion feature is not permitted due to the inseparability of the debt and the conversion feature.

According to EITF 98-5 and EITF 00-27 convertible debt securities with a nondetachable conversion feature that is in-the-money at the commitment date (a “beneficial conversion feature”) should be valued separately at issuance. The conversion feature was not beneficial at issuance.

The application of U.S. GAAP resulted in an decrease of shareholder’s equity of EUR 462 thousand and EUR 583 thousand (tax effects excluded) as at December 31, 2006 and 2005, respectively and a reduction in net loss of EUR 121 thousand and EUR 86 thousand (tax effects excluded) in the years ended December 31, 2006 and 2005.

The tax effects of these adjustments, shown separately in the net loss and equity reconciliation, resulted in an increase of shareholder’s equity of EUR 120 thousand and EUR 152 thousand as at December 31, 2006 and 2005, and an increase in net loss of EUR 32 thousand and EUR 22 thousand in the years ended December 31, 2006 and 2005.

(e)                                  Minority interest

In accordance with IAS 1 “Presentation of Financial Statements” minority interest has been presented within equity. For the reconciliation to U.S GAAP the minority interest has been reclassified from equity. The impact on equity as of December 31, 2006 and 2005 was EUR 133 thousand and EUR 142 thousand, respectively.



EX-99.2 3 a07-18145_1ex99d2.htm EX-99.2

Exhibit 99.2

Independent Auditors’ Consent

The Board of Directors

Evox Rifa Group Oyj:

We consent to the incorporation by reference in the registration statements ( No. 333-107411, 333-92963, 33-98912, 33-93092 and 333-140943) on Form S-3 and (333-123308, 333-67849 and 33-96226) on Form S-8 of KEMET Corporation of our report dated July 6, 2007, with respect to the consolidated balance sheets of Evox Rifa Group Oyj as of December 31, 2006 and 2005, the related consolidated statements of income, changes in equity and cash flows for each of the years in the two year period ended December 31, 2006, prepared in accordance with International Financial Reporting Standards as adopted by the European Union, which report appears in Form 8-K/A of KEMET Corporation dated July 9, 2007.

Helsinki, Finland
July 9, 2007

KPMG OY AB

Lasse Holopainen
Authorised Public Accountant



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