Exhibit 99.1

 

 

COMBINED

FINANCIAL STATEMENTS

2013, 2014, 2015-09

 

 

The Åkers Group (“Åkers”) develops, manufactures and markets high-quality rolls for the global steel and metal industry.

This report comprises the combined financial statements of the carve-out of Åkers which includes Åkers AB, Åkers Sweden AB, Åkers National Roll Company, Åkers Valji Ravne d.o.o. Shanxi Åkers Tisco Roll Co Ltd, Vertical Seal Company and sales companies for the financial years 2013, 2014 and the first nine months of 2015.

Table of Contents:

 

Page 2		COMBINED INCOME STATEMENTS
Page 3		COMBINED BALANCE SHEETS
Page 6		COMBINED CASH FLOW STATEMENTS
Page 7		NOTES TO FINANCIAL REPORTS

Amounts are stated in KSEK unless otherwise indicated.

 

Page 1 of 27

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COMBINED INCOME STATEMENT

 

KSEK		Note		1509				2014				2013
Sales		5			943,151				1,199,953				1,104,584
Cost of goods sold					-940,358				-1,184,502				-1,066,093
Gross profit					2,792				15,451				38,491
Selling expenses		8			-37,255				-55,550				-38,619
Administrative expenses		6,7,8			-82,699				-96,894				-102,426
Research and development expenses		8			-9,885				-9,390				-7,059
Other operating expenses					—				-1,269				-278
Operating loss					-127,047				-147,652				-109,891
Results from financial items
Interest income and similar items		9			3,719				6,168				735
Interest expenses and similar items		10			-46,520				-97,493				-59,398
Net loss before income tax					-169,847				-238,977				-168,554
Tax on earnings		11			-66,666				-8,302				-10,252
Net loss					-236,513				-247,279				-178,806
Attributable to
Parent company shareholders					-233,326				-239,038				-171,195
Minority interest					-3,187				-8,241				-7,611

 

Page 2 of 27

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COMBINED BALANCE SHEET

 

KSEK		Note		2015-09-30				2014-12-31				2013-12-31
ASSETS
Non-current Assets
Intangible non-current assets
Licenses and Similar Rights		12			431				398				558
Goodwill		13			258,556				317,455				369,935
					258,987				317,853				370,493
Tangible non-current assets
Land and Buildings		14			62,531				64,967				64,210
Machinery and Equipment		15			343,971				348,311				330,578
Construction in Progress and advance payments for tangible non-current assets		16			14,480				5,803				5,248
					420,983				419,081				400,036
Financial non-current assets
Deferred tax assets		17			292				69,158				38,877
Other long-term accounts receivable		18			2,807				2,675				2,353
					3,099				71,833				41,230
Total non-current assets					683,068				808,767				811,759
Current Assets
Inventory etc
Raw materials and Consumables					75,639				60,206				57,174
Goods in progress					117,906				133,091				95,163
Finished goods and goods for resale					49,583				33,413				36,358
Advances to suppliers					2,203				1,756				1,797
					245,331				228,466				190,492
Short term accounts receivable
Accounts receivable					215,934				205,324				199,215
Current tax assets					—				123				—
Other accounts receivable					25,594				46,540				24,613
Prepaid expenses and accrued revenues		19			10,120				4,665				6,228
					251,648				256,652				230,056
Cash and Bank
Cash and Bank					13,375				13,776				34,179
					13,375				13,776				34,179
Total current assets					510,354				498,894				454,727
TOTAL ASSETS					1,193,422				1,307,661				1,266,486

 

Page 3 of 27

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COMBINED BALANCE SHEET

 

KSEK		Note		2015-09-30				2014-12-31				2013-12-31
EQUITY AND LIABILITIES
Equity		20
Share capital					274,565				272,938				268,455
Other equity incl. year’s profits					-806,798				-610,663				-429,679
Equity attributable to the parent					-532,233				-337,725				-161,224
Minority shareholding					24,596				26,316				30,366
Total equity					-507,637				-311,409				-130,858
Provisions
Provisions for pensions and similar obligations		21			321,185				272,024				179,317
Deferred tax liability		17			—				12,003				11,931
Other provisions		22			34,905				33,830				40,505
					356,090				317,857				231,753
Long-term liabilities
Other liabilities					26,821				29,417				28,385
					26,821				29,417				28,385
Short-term liabilities
Liabilities to credit institutes		23			955,750				902,421				825,690
Advances from customers					5,892				5,829				11,734
Accounts payable					146,228				188,745				138,881
Current tax liabilities					238				—				3,262
Other liabilities					98,042				91,250				92,459
Accrued expenses and prepaid revenues		24			112,000				83,551				65,180
					1,318,150				1,271,796				1,137,206
TOTAL EQUITY AND LIABILITIES					1,193,422				1,307,661				1,266,486

 

Page 4 of 27

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COMBINED BALANCE SHEET

 

KSEK		201509				2014				2013
Memorandum items
Pledged assets *
Property mortgages			30,000				30,000				30,000
Floating charges and similar pledges			894,686				904,676				833,189
Contingent liabilities
Pension obligations			500				628				584
Contingent liabilities for affiliated			27,100				46,550				22,648
Contingent liabilities for group companies			4,000				4,000				4,100

 

*	Pledged assets for bank financing in Åkers AB

All the shares for companies in the combined statements are pledged for the bank financing in Åkers AB and its parent company.

 

Page 5 of 27

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COMBINED CASH FLOW STATEMENT

 

KSEK		Note		2015-09-30				2014-12-31				2013-12-31
The current operation
Operating Loss					-127,047				-147,652				-109,891
Adjustments for items not included in the cash flow
Depreciations					107,486				152,243				124,677
Other items not affecting liquidity					19,968				-670				5,769
					407				3,921				20,555
Interest received					3,719				6,142				735
Interest paid					-13,250				-21,489				-20,073
Income tax paid					463				-12,285				-7,517
Cash flow from the current operation prior to changes in operating capital					-8,660				-23,711				-6,300
Cash flow from changes in the operating capital
Increase/decrease in inventory					-25,118				-14,821				4,373
Increase/decrease in accounts receivable					-16,196				8,586				9,192
Increase/decrease in other operating receivables					15,491				-20,364				-2,506
Increase/decrease in accounts payable					-39,026				36,669				24,146
Increase/decrease in other operating liabilities					32,697				11,138				-29,016
Cash flow from the current operation					-40,813				-2,503				-111
Investment operation
Acquisition of intangible non-current assets		25			-141				—				-108
Sale of intangible non-current assets					—				—				—
Acquisition of tangible non-current assets		25			-22,337				-29,320				-18,653
Acquisition/sales of other financial non-current assets					-132				-322				50
Cash flow from the investment operation					-22,610				-29,642				-18,711
Financing operation
Transactions with shareholders					23,684				-4,124				45,321
Change in other financial liabilities					-2,596				1,032				-1,895
Borrowings					41,789				13,835				-17,581
Cash flow from the financing operation					62,877				10,743				25,845
Increase/decrease in cash and cash equivalents					-546				-21,402				7,023
Cash and equivalent at the beginning of the year					13,776				34,179				27,136
Exchange rate differences in cash and equivalent					145				999				20
Cash and equivalent at the end of the year					13,375				13,776				34,179

 

Page 6 of 27

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NOTES TO FINANCIAL REPORTS

 

Note 1

Basis of preparation

These combined financial statements have been prepared by the Board of Directors (the Directors) of the Åkers Holding AB on the basis set out below. The Directors believe that the basis of preparation applied is appropriate for the intended use of these financial statements, which is to provide historical financial information in order for Ampco-Pittsburgh Corporation in satisfying the reporting responsibilities, in relation to the acquisition of the combined group, under Regulation S-X, Rule 3-05, Financial statements of businesses acquired or to be acquired.

These combined financial statements reflect the historical financial position, results of operations, equity and cash flows of the Business for the periods presented. The historical financial statements reflect the amounts that have been “carved-out” from the consolidated financial statements prepared in accordance with the Swedish Accounting Standards Board’s standard 2012;1 concerning annual reports and consolidated financial statements (K3) (“Swedish GAAP”) and reflect assumptions and allocations made to depict the Business on a stand-alone basis. As a result, the combined financial statements included herein may not necessarily be indicative of the Business’s financial position, results of operations or cash flows, as if the Business had operated as a stand-alone entity during the periods presented.

The combined financial statements were prepared using the historical values of the assets and liabilities of the Business, and the combined financial statements include all assets, liabilities, revenues and expenses directly attributable to the Business. The Business have primarily been financed through bank debt, which has not been serviced by the group, hence no debt push down has been deemed necessary. Furthermore, in measuring deferred tax it has been done on a going concern basis, i.e. that they can be used to reduce future taxable temporary differences. However, the tax loss carry forward related to the Swedish entities can be affected if the business is acquired by Ampco-Pittsburgh Corporation.

The financial statements are prepared as combined financial statements for the entities listed below. Transactions and balances within the combined group are eliminated. Transactions and balances related to product flows from Åkers France are excluded in the combined accounts. Transactions and balances with group companies not included in the combined accounts are excluded or treated as transactions with related parties.

 

•

Åkers AB, Åkers Styckebruk, Sweden

 

•

Åkers Sweden AB, Åkers Styckebruk, Sweden

 

•

Rolls Technology, Inc., Delaware, USA

 

•

Åkers National Roll Company, Delaware, USA

 

•

National Roll Company, Avonmore, Pennsylvania, USA (Unincorporated Division)

 

•

Vertical Seal Company, Pleasantville, Pennsylvania, USA (Unincorporated Division)

 

•

Shanxi Åkers Tisco Roll Co. Ltd, Taiyuan, Shanxi province, China

 

•

Åkers Valji Ravne d.o.o., Ravne, Slovenia

 

•

Åkers Specialty Rolls AB, Söderfors (closed)

 

•

Åkers Brazil Ltda, Piracicaba

 

•

Åkers Germany GmbH, Duisburg

 

•

Åkers Trading Company Ltd, Shanghai

 

•

Åkers Pacific Pte Ltd, Singapore

 

•

Åkers Cairo LLC, Cairo

 

•

Åkers Istanbul Ltd, Istanbul

 

Page 7 of 27

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NOTES TO FINANCIAL REPORTS

 

In the combined statements, the operations of the companies are combined. Goodwill and other purchase price allocations from the Åkers Holding AB acquisition in 2008 are pushed down to the combined accounts to the extent they are related to entities in the combined accounts. Identifiable assets and liabilities are initially valued at their fair values at the time of acquisition. The minority’s share of the acquired net assets is valued at fair value at the acquisition. Goodwill consists of the difference between the acquired identifiable net assets upon the acquisition date and the cost of acquisition including the value of the minority interest, and it is valuated initially at the cost of acquisition. As the combined accounts represent the above legal entities and that ultimate parent has no business other than holding shares in subsidiary, there has been no need to do any allocation of group overhead etc.

The minority interest is that portion of the subsidiaries’ net assets and earnings that are not, directly or indirectly, owned by combined group. The minority interest is calculated on the basis of the values that are presented in the subsidiary’s accounts, adjusted as needed to the group’s accounting principles. According to the principles for K3, the minority is a part of the combined group’s collective ownership and the minority’s share of equity is included in as equity of the combined group. In the combined statement, the minority’s share of the earnings is stated as a note following the net profit/loss for the period.

Revenues

Revenues from the sale of goods are posted to the income statement once the essential risks and benefits have been transferred to the buyer in accordance with the terms of sale.

Accounting for Lines of Business and Geographic Markets

Åkers lines of business consist of the production and sale of rolls and other products (see further Note 5).

Remuneration to Employees

Short-term remunerations

Short-term remuneration in the group consists of salaries, social security fees, paid holidays, paid sick leave, health care and bonuses. Short-term remunerations are posted as an expense and as a liability where there is a legal or informal obligation to disburse remuneration.

Remuneration following terminated employment

Within the Swedish companies, there are both defined-benefit and defined-contribution pension plans. Within entities in the USA defined benefit plans are used. In other countries, employees are only covered by defined-contribution pension plans.

In defined contribution plans, the company pays out fixed fees to another company and has no legal or informal obligation to pay out any further sums, even if the other company cannot fulfil its obligations. The company’s profits are encumbered for the costs as the employees’ pensionable services are rendered.

In defined-benefit plans, the company is responsible for all essential risks that the remunerations will cost more than expected and that the return on related assets will deviate from expectations.

Within the combined entities, defined-benefit pension plans is accounted for in accordance with K3 relief rules,

 

Page 8 of 27

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NOTES TO FINANCIAL REPORTS

 

and a defined-benefit plan where a pension premium is paid may be posted as a defined-contribution plan (The ITP plan in Swedish subsidiaries). Pension obligations in foreign entities can be accounted for according to local generally accepted accounting standards.

Income Tax

Tax on the year’s profits includes taxes that are to be paid or obtained with regard to the current year, adjustments from previous years’ current tax and changes in deferred tax. Deferred tax liabilities pertaining to temporary differences attributable to investments in subsidiaries are not presented in the combined statements, as the parent company in all cases can govern the moment for reversal of the temporary differences, and it is not deemed likely that a reversal will be made in the foreseeable future.

Deferred tax assets regarding deductions for losses carried forward or other future tax-purpose deductions are posted to the extent that it is deemed likely that the deduction can be deducted against a surplus in future taxation.

Intangible Non-current Assets

Intangible non-current assets are posted at their acquisition values minus the accumulated scheduled depreciation/amortisation and impairment. Depreciation is done linearly over the estimated economic useful life.

The depreciation time for internally generated intangible non-current assets amounts to between three and ten years. Goodwill is depreciated linearly over the estimated economic useful life.

Tangible Non-current Assets

Tangible non-current assets are posted at their acquisition values minus depreciation. The acquisition value includes expenditures directly attributable to the acquisition of the asset.

When a component in a non-current asset is replaced, any remaining part of the old component is disposed of and the acquisition value of the new component is set up as an asset.

Incremental expenditures pertaining to assets that are not divided up into components are added to the acquisition value to the extent that the asset’s performance increases in relation to the value of the asset at the time of acquisition.

Expenditures for ongoing repairs and maintenance are posted as expenses.

Capital gains and capital losses upon disposal of a non-current asset are posted as Other operating revenues and Other operating expenses, respectively.

Tangible non-current assets are depreciated systematically over the estimated economic useful life of the asset. Once the assets’ depreciable amount is established, the assets residual value is observed, where appropriate. The group’s land has an unlimited economic useful life and it is not depreciated. The linear depreciation method is used for other types of tangible assets. The following depreciation principles apply:

 

Page 9 of 27

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NOTES TO FINANCIAL REPORTS

 

Intangible non-current assets
Licenses and similar rights			10-33,3	%
Goodwill			10	%
Tangible non-current assets
Buildings			2-5	%
Land improvements			5-20	%
Equipment, stock and fittings			5-33	%

Depreciations and impairments are set out in the notes for the respective balance item.

Impairment Non-current Assets

Upon each balance sheet date, management assesses whether there is an indication of need for an impairment in any of the non-current assets. An impairment is performed when management determined that there is an indication of decrease in value. Impairment is posted to the income statement. The impairment requirement is tested individually for each class of non-current assets. Examples of indications for an impairment requirement are negative economic circumstances or disadvantageous changes in the market conditions.

Impairment is considered on an individual or cash generating unit level depending on the circumstances. For goodwill impairment is assessed on a combined level.

If an impairment is recognised, the amount of the impairment is established as the difference between the carrying value and the higher value of the fair value with deductions for sales costs and the present value of the future cash flow based on management’s best estimate.

Accounts Receivable - Trade and Other Receivables

Accounts receivable have been posted at the amounts at which they are expected to be received. Accounts receivable that are interest-free or which are carried with interest at rates that deviate from the market rate and have a term exceeding 12 months are posted at a discounted present value and the time-value change is posted as interest revenue in the income statement.

Inventory

Commodities and purchased finished and semi-finished products have been valuated at the lower value between the acquisition value and the estimated net sales value. The acquisition value is established by applying the “first-in-first-out” method (FIFO). Own-manufactured finished and semi-finished products have been valuated at the products production costs, including a reasonable share of indirect costs. Capacity utilisation has not been taken into account when valuating.

Leasing Contracts

Leasing contracts, involving the economic risks and benefits of owning an asset in all essential regards being transferred from the lessor to a company in the Åkers group, are classified in the combined reports as financial leasing contracts. Financial leasing contracts entail the rights and obligations being posted as assets and liabilities, respectively, in the balance sheet. The assets and liabilities are initially valued at the lower value between the asset’s fair value and the present value of the minimum lease fees. Fees that can be directly attributed to the leasing contract are added to the asset’s value. The leasing fees are divided between interest and amortisation according to the effective interest method. Variable fees are posted to expenses in the period in which they arise. The leased asset is depreciated linearly across the estimated economic useful life of the asset.

 

Page 10 of 27

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NOTES TO FINANCIAL REPORTS

 

Leasing contracts in which the economic benefits and risks attributable to the leasing object in all essential respects remain with the lessor, are classified as operational leasing. Payments, including an initial elevated rent, according to these contracts are posted to expenses linearly across the term of the lease.

Expenditures for Research and Development

Expenditures for research and development, i.e., planned and systematic searches with the aim of obtaining new scientific or technical knowledge and insight, are recognised as expenses as they occur.

Loan Liabilities and Accounts Payable

Loan liabilities and accounts payable are initially posted at their acquisition values after deductions for transaction costs. Costs associated with obtaining bank financing has been capitalised and allocated across the term of the loan.

Foreign Currencies

Accounts receivable and liabilities in foreign currencies have been recalculated at the exchange rate as of the accounting year-end. Forward-covered liabilities and receivables have been valuated at a hedged rate. Exchange rate differences that thereby arise regarding long-term receivables and liabilities are taken up to income. Exchange rate differences on cash and cash equivalents and borrowings are posted as financial items, while other exchange rate differences are included in the operating profit/loss. Forward-cover contracts that hedge the flow where a receivable or liability has not arisen do not affect the accounts.

Provisions

A provision for future costs is made when there is a legal or informal obligation and a reliable estimation of the amount can be made.

Provisions for restructuring are made when there is an established and exhaustive restructuring plan and the persons affected have been informed.

The provisions for Åkers lifetime product warranty are based on historic information on costs that have arisen to settle demands pursuant to the terms of the warranty.

Cash Flow Analysis

The cash flow analysis is prepared according to the indirect method. The posted cash flow only includes transactions entailing receipts or expenditures.

The company classifies as cash and cash equivalents such things, in addition to cash, as balances available at banks and other credit institutes, as well as short-term liquid investments that are listed on a market and have a term of less than three months from the time of acquisition. Restricted cash are not considered to be cash or cash equivalents. Changes in restricted cash are reported in the investment operation.

 

Page 11 of 27

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NOTES TO FINANCIAL REPORTS

 

Note 2

Estimations and Assessments

Upon preparing the financial statements, management make estimates and assessments that affect the presented asset and liability items, as well as the revenue and expense items. The estimates can be based on historic experiences and the assumptions that the management determines is reasonable under the prevailing circumstances. By definition, the estimations that are made will seldom correspond exactly with the actual results. The estimations and assessments which entail a considerable risk of substantial adjustments in the posted values for assets and liabilities during the following fiscal year are addressed below in brief.

Management assess whether there are any indication of impairment at each closing. If indications are identified the values calculated in the impairment test will be based on management’s estimates and assumptions. An impairment test of goodwill was carried out for the 2014 accounts. The valuation showed no need for an impairment of goodwill. For the 2015 closing no impairment indicators was identified based on the valuation of the combined group in the Ampco-Pittsburgh Corporation acquisition of the combined group.

Management assess whether leasing contracts should be classified as financial or operational leases. This involves management’s assessment of the circumstances in each evaluated contract.

The assessment of the extent to which deferred tax assets can be recognised is based on the assessment of the likelihood of the group’s future taxable revenues against which tax assets can be utilised.

Provisions for bad debts is based on assessments of the customers’ payment ability and, by their nature, is difficult to estimate. The bad debts are valuated at the amount of cash the group is expected to obtain.

The group’s customers are guaranteed a certain lifetime on rolls expressed as millimetres of wear surface. The expected lifetime is difficult to assess with a good accuracy. The group’s warranty reserves amounted to KSEK 34 372 (KSEK 33 507 year 2014, resp. KSEK 40 328 year 2013) and is based on a valuation of all known customer claims as of the balance sheet date, and where applicable and possible to estimate, a cost for unknown claims.

In the manufacturing entities industrial areas, there is a need for future land clean-up. In accordance with applicable rules, such clean-up will become relevant only when Åkers ceases to conduct operations in the area. At present, it is not possible to assess if and when operations will cease and, accordingly, no provision has been made for such land clean-up.

 

Page 12 of 27

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NOTES TO FINANCIAL REPORTS

 

Note 3

Reconciliation from Swedish GAAP to US GAAP

The combined financial statements have been prepared in accordance with the basis of preparation as set out in Note 1, which were prepared in accordance with applicable accounting standards in Sweden (“Swedish GAAP - K3”) which differs in certain respects from accounting principles generally accepted in the United States of America (“US GAAP”).

The effects of the application of US GAAP to the combined financial statements, as determined under Swedish GAAP for the first nine months of 2015 and the year ended 31 December 2014, are set out in the tables below:

a) Loss for the first nine months of 2015 and the financial years ended 31 December 2014

 

MSEK		201509				2014
Loss for the periods under Swedish GAAP			-236.5				-247.3
(i)     Adjustment of amortization of intangible assets			47.1				52.5
(ii)    Impact on pensions calculated according to US GAAP			-0.9				0.7
(iii)  Deferred taxes			4.6				16.0
Loss for the periods under US GAAP			-185.8				-178.1

 

i.

Under Swedish GAAP there is no requirements to fair value identifiable intangible assets instead the entire surplus amount is recognized as goodwill and amortized over a period of 10 years. Under US GAAP, all identifiable assets and liabilities has to be recognized at fair value. The amount that is recognized as goodwill is not amortized as it has an indefinite useful life. The other intangible assets recognized in the PPA are amortized over their useful life. Both accounting principles require companies to test goodwill for impairment, i.e. comparing the fair value of the company with the carrying amount of the company.

ii.	Due to difference in valuation methodology between Swedish GAAP and US GAAP, leads to a difference regarding recognition of pension costs.

iii.	This adjustment reflects the tax impact on the profit and loss of the above GAAP differences.

b) Balance sheet as at 30 September 2015 and 31 December 2014

 

MSEK		Sep 30, 2015				Dec 31, 2014
Total Equity under Swedish GAAP			-532.2				-337.7
(i)     Customer Relationships			75.1				95.2
(i)     Åkers Brand			111.6				111.6
(i)     Goodwill			66.4				7.5
(i)     Total adjustment of Intangible Assets			253.2				214.4
(ii)    Provisions for pensions and similar			-8.8				-9.6
(iii)  Deferred taxes			-17.1				-21.7
Total Equity under US GAAP			-305.0				-154.7

 

Page 13 of 27

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NOTES TO FINANCIAL REPORTS

 

i.

Under Swedish GAAP, the difference between the purchase price and the acquired company’s net assets upon the acquisition date is posted as Goodwill. Under US GAAP, Purchase price allocation (PPA) is applied where the purchase price is allocated to the various assets and liabilities acquired from the transaction. The amount represent the difference between the recognized goodwill according to Swedish GAAP and the remaining amount related to identified intangible assets at the acquisition date in accordance with US GAAP.

ii.

The defined-benefit plan related to the Swedish entities (the“ITP-plan”) has been recognized and measured in accordance with Swedish GAAP. A recalculation of the Swedish ITP plan to US GAAP resulted in an increase of the pension obligation from 34,4 MSEK to 43,2 MSEK at September 30, 2015 and from 32,8 MSEK to 42,4 MSEK at December 31, 2014

iii.	This adjustment reflects the tax impact of the above GAAP differences.

c) Cash flow

The combined cash flow statement has been prepared under Swedish GAAP and is substantially consistent with the presentation in accordance with US GAAP. Under US GAAP as well as Swedish GAAP, cash flows are classified under three major categories: operating activities, investing activities and financing activities. Similarly, under US GAAP and Swedish GAAP, cash and cash equivalents are defined as cash and investments with original maturities of three months or less.

 

Note 4

Related party transactions

The following transactions with affiliated companies occurred during the year:

 

•

Åkers France Group has provided Marketing & Sales and R&D services to Åkers AB and its affiliates for SEK 15,8 million (SEK 20,7 million 2014 resp. SEK 11,8 million 2013).

 

•

Åkers AB and its affiliates have provided Marketing & Sales, R&D and Administrative services to the Åkers France Group for SEK 25,8 million (SEK 30,5 million 2014 resp. SEK 18,0 million 2013).

The transactions took place at arm’s length prices based on Åkers Group’s internal service agreements.

Åkers AB has in 2015 guaranteed payments to suppliers on behalf of affiliated companies in France. In the September 2015 closing, costs for these guarantees have been recognized based on management’s best estimate.

 

Page 14 of 27

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NOTES TO FINANCIAL REPORTS

 

Note 5

Sales

 

		201509				2014				2013
Net Sales divided by the following lines of business
Rolls			938,692				1,193,262				1,098,760
Renovation of bearing parts for rolls mills and other services and products			4,459				6,691				5,824
			943,151				1,199,953				1,104,584
Net sales divided by the following geographical markets
Europe			339,634				393,956				314,263
North America			336,104				452,406				411,564
South America			36,679				49,559				51,817
Asia and Australia			200,623				252,037				311,963
Africa and Middle East			30,112				51,994				14,977
			943,151				1,199,953				1,104,584

 

Note 6

Operational Leasing

 

		201509				2014				2013
Lease agreements where the company is lessee
Future minimum leasing fees regarding non-terminable operational leasing agreements
Within one year			1,919				2,466				2,300
Between one and five years			3,271				3,543				4,163
Later than five years			—				—				55
			5,190				6,009				6,518
Financial year’s expensed leasing fees			3,471				5,153				5,386

The group’s operational leasing includes, above all, the rent of computers and other IT equipment, as well as computer equipment. Office and IT equipment is normally leased for three years.

 

Page 15 of 27

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NOTES TO FINANCIAL REPORTS

 

Note 7

Remuneration to Auditors

 

		201509				2014				2013
Group:
PricewaterhouseCoopers:
Audit fees			1,333				1,168				1,275
Other audit services			382				458				723
Tax consulting			514				546				80
Other services			—				—				—
Other audit firms:
Auditing assignment			478				990				816
Other audit services			26				225				165
Tax consulting			1,076				898				788
Other services							—				—
			3,809				4,285				3,847

The auditing services pertain to the examination of the annual reports and the accounting as well as a review of the board’s and managing director’s management duties, other tasks incumbent on the company’s auditor to perform as well as any consultancy or other services brought from the observations made during the audit or the performance of such services. All other assignments are considered to be other services.

 

Note 8

Staff expenses

Average number of employees and gender breakdown (% women)

 

		201509								2014								2013
Sweden			213				10	%			200				11	%			202				11	%
Germany			2				0	%			2				0	%			2				0	%
USA			288				4	%			317				4	%			297				5	%
Brazil			3				33	%			3				33	%			2				50	%
Slovenia			74				18	%			75				23	%			69				22	%
China			219				11	%			215				12	%			226				12	%
Egypt			2				50	%			2				50	%			2				50	%
Singapore			4				0	%			4				0	%			4				0	%
Turkey			3				33	%			3				33	%			3				33	%
Total			808				9	%			821				10	%			807				10	%

 

 

Page 16 of 27

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NOTES TO FINANCIAL REPORTS

 

Note 8

Staff expenses cont.

 

Proportion of women in the Board of Directors and in other senior executive positions

 

		201509				2014				2013
Board of Directors			0	%			0	%			0	%
Other senior executive officers			17	%			17	%			17	%

Salaries, other remunerations and social security expenses, including pensions

 

		201509				2014				2013
Salaries and remunerations - Board and President			-2,309				-3,060				-3,020
Salaries and remunerations - other			-212,325				-261,241				-231,804
Total salaries and remunerations			-214,634				-264,301				-234,824
Pensions - Board and President			-788				-1,050				-1,050
Pensions - other employees			-30,411				-35,333				-32,211
Other social insurance expenses			-40,691				-49,003				-51,390
Total social security expenses			-71,890				-85,386				-84,651

The group has no outstanding pension obligations to the managing director.

Of salaries and remunerations, KSEK 4 720 (KSEK 7 566 and 5 548 respectively) pertains to the other senior executives, excl. the managing director, of which KSEK 0 (KSEK 547 and 0 respectively) pertains to bonus payments.

Remuneration to the board is posted in the income statement under the item Administrative expenses.

 

Note 9

Interest income and similar items

 

		201509				2014				2013
Interest income, other			2,327				6,142				735
Dividend			1,392				—				—
Exchange rate differences			—				26				—
			3,719				6,168				735

 

Note 10

Interest expenses and similar items

 

		201509				2014				2013
Interest expenses, other			-34,149				-47,095				-41,928
Other exchange rate differences			-12,371				-50,398				-17,470
			-46,520				-97,493				-59,398

 

Page 17 of 27

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NOTES TO FINANCIAL REPORTS

 

Note 11

Tax on earnings

 

		201509				2014				2013
Current tax expense			808				-9,029				-10,600
Deferred tax			-67,474				727				348
			-66,666				-8,302				-10,252

Reconciliation of the period’s tax expense presented in the income statement and calculated tax based on the national tax rate in Sweden, 22% (22%):

 

		201509								2014								2013
		Percent				Amount				Percent				Amount				Percent				Amount
Earnings before tax							-169,847								-238,977								-168,554
Tax calculated according to the Swedish tax rate			22	%			37,366				22	%			52,575				22	%			37,082
Effect of;
Non deductible costs			-1	%			-1,475				-1	%			-1,637				1	%			2,477
Non-taxable revenues			5	%			8,356				0	%			416				0	%			782
Increase in losses carried forward without the equivalent capitalisation of deferred tax			-10	%			-17,300				-6	%			-13,989				-9	%			-15,338
Tax attributed to the previous year			0	%			—				1	%			1,983				-2	%			-2,603
Effect of changes in tax rates and tax regulations *)			-16	%			-26,918				-20	%			-48,510				-20	%			-33,022
Valuation allowance for deferred tax assets			-39	%			-66,695				0	%			—				0	%			—
Other			0	%			—				0	%			860				0	%			370
Recorded effective tax			-39	%			-66,666				-3	%			-8,302				-6	%			-10,252

 

*)	The group has foreign subsidiaries in the United States, Slovenia, China, Germany, Brazil, Egypt, Singapore and Turkey. Income taxes in these countries differ from those in Sweden.

On September 30, 2015 the combined group had considerable accumulated tax losses carried forward in Sweden. No deferred tax assets have been recognised for these losses due to uncertainties concerning future profits. In 2015 the operations in the USA showed losses and there are uncertainties concerning future profits. As a consequences allowance for previously reported deferred tax assets have been recognized.

 

Page 18 of 27

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NOTES TO FINANCIAL REPORTS

 

Note 12

Licences and Similar Rights

 

		Sep 30, 2015				Dec 31, 2014				Dec 31, 2013
Accumulated acquisition values
At the beginning of the year			7,245				8,327				8,177
Acquisitions			141				—				108
Disposals and discards			—				-1,253				—
Translation differences			20				171				42
At year’s end			7,406				7,245				8,327
Accumulated depreciation
At the beginning of the year			-6,847				-7,769				-7,618
Returned depreciation on disposals and discards			—				1,183				—
Depreciation for the year			-103				-127				-125
Translation differences			-25				-134				-26
At year’s end			-6,975				-6,847				-7,769
Carrying amount at the end of the year			431				398				558

 

Note 13

Goodwill

 

		Sep 30, 2015				Dec 31, 2014				Dec 31, 2013
Accumulated acquisition values
At the beginning of the year			900,644				821,662				809,974
Reclassifications			—				—				-5,077
Translation differences			19,171				78,982				16,765
At year’s end			919,815				900,644				821,662
Accumulated depreciation
At the beginning of the year			-497,864				-371,536				-290,201
Corrected accumulated depreciation			—				-811				—
Depreciation for the year			-67,151				-104,017				-78,005
Translation differences			-12,219				-21,500				-3,330
At year’s end			-577,234				-497,864				-371,536
Accumulated impairment
At the beginning of the year			-85,325				-80,192				-77,265
Translation differences			1,300				-5,133				-2,926
At year’s end			-84,025				-85,325				-80,191
Carrying amount at the end of the year			258,556				317,455				369,935

 

Page 19 of 27

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NOTES TO FINANCIAL REPORTS

 

Note 14

Land and Buildings

 

		Sep 30, 2015				Dec 31, 2014				Dec 31, 2013
Accumulated acquisition values
At the beginning of the year			263,269				235,797				232,941
Acquisitions			-13				239				746
Disposals and discards			-38				—				—
Reclassifications			—				—				224
Translation differences			10,358				27,233				1,886
At year’s end			273,576				263,269				235,797
Accumulated depreciation
At the beginning of the year			-198,302				-171,587				-164,859
Reclassifications			—				—				14
Depreciation for the year			-5,139				-5,822				-5,582
Translation differences			-7,605				-20,893				-1,160
At year’s end			-211,046				-198,302				-171,587
Accumulated impairment
Impairments for the year			—				—				—
Translation differences			—				—				—
At year’s end			—				—				—
Carrying amount at the end of the year			62,531				64,967				64,210
Assessed value (Sweden)
Buildings			43,684				43,684				43,684
Land			42,000				42,000				42,000
			85,684				85,684				85,684

 

Page 20 of 27

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NOTES TO FINANCIAL REPORTS

 

Note 15

Machinery and Equipment

 

		Sep 30, 2015				Dec 31, 2014				Dec 31, 2013
Accumulated acquisition values
At the beginning of the year			1,481,067				1,343,671				1,332,835
Acquisitions			12,150				22,246				13,098
Disposals and discards			-867				-23,115				-8,416
Reclassifications			1,745				7,233				-222
Translation differences			57,623				131,032				6,375
At year’s end			1,551,718				1,481,067				1,343,671
Accumulated depreciation
At the beginning of the year			-1,128,952				-1,009,921				-984,046
Returned depreciation on disposals and discards			867				22,759				8,130
Reclassifications			—				—				9,880
Depreciation for the year			-35,093				-42,277				-40,965
Translation differences			-40,484				-99,513				-2,921
At year’s end			-1,203,662				-1,128,952				-1,009,921
Accumulated impairment
At the beginning of the year			-3,804				-3,170				-3,173
Translation differences			-281				-634				3
At year´s end			-4,085				-3,804				-3,170
Carrying amount at the end of the year			343,971				348,311				330,579

 

Leasing
Machinery held under financial leasing contracts are included at a posted value of			39,808				37,694				37,160

Under Other short and long-term liabilities in the group, the present value of future payments are posted with regard to liabilities on financial leasing obligations.

The group has financial leasing contracts with regard to heat processing furnaces, gantry cranes and other production equipment, as well as passenger cars. Production equipment is normally rented for 12 years and passenger cars for 4 years, with a possibility for a buy-out. No new vital contracts have been entered into this year.

 

Page 21 of 27

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NOTES TO FINANCIAL REPORTS

 

Note 16

Construction in Progress and advance payments for tangible non-current assets

 

		Sep 30, 2015				Dec 31, 2014				Dec 31, 2013
At the beginning of the year			5,803				5,248				10,342
Disposals			-38				-1,161				—
Reclassifications			-1,745				-7,233				-9,896
Acquisitions			10,200				7,996				4,809
Translation differences			260				953				-7
At year’s end			14,480				5,803				5,248

 

Note 17

Deferred tax assets

 

		Sep 30, 2015
		Carrying amount				Fiscal tax value				Temporary difference
Significant temporary differences
Other temporary differences			1,717				—				1,717
			1,717				—				1,717

 

		Sep 30, 2015
		Deferred tax assets				Deferred tax liabilities				Net
Other			292				—				292
Deferred tax assets and liabilities			292				—				292

 

		Dec 31, 2014
		Carrying amount				Fiscal tax value				Temporary difference
Significant temporary differences
Financial leasing			16,701				—				16,701
Inventory reserve			20,258				—				20,258
Pension liability USA			-148,796				—				-148,796
Reserve for claims			-7,931				—				-7,931
Other allocations			-11,464				—				-11,464
Other temporary differences			-11,574				—				-11,574
Other			-3,790				—				-3,790
			-146,596				—				-146,596

 

Page 22 of 27

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NOTES TO FINANCIAL REPORTS

 

Note 17

Deferred tax assets cont.

 

		Dec 31, 2014
		Deferred tax assets				Deferred tax liabilities				Net
Financial leasing			3,712				3,695				17
Inventory reserve			—				8,308				-8,308
Pension liability USA			51,979				—				51,979
Reserve for claims			2,959				—				2,959
Other allocations			4,277				—				4,277
Other temporary differences			3,935				—				3,935
Fiscal loss carried forward			1,199				—				1,199
Other			1,097				—				1,097
Deferred tax assets and liabilities			69,158				12,003				57,155

 

		Dec 31, 2013
		Posted value				Fiscal tax value				Temporary difference
Essential temporary differences
Financial leasing			18,715				—				18,715
Inventory reserve			21,073				—				21,073
Pension liability USA			-70,850				—				-70,850
Reserve for claims			-12,707				—				-12,707
Other allocations			-8,030				—				-8,030
Other			-4,181				—				-4,181
			-55,980				—				-55,980

 

		Dec 31, 2013
		Deferred tax assets				Deferred tax liabilities				Net
Financial leasing			4,388				4,351				37
Inventory reserve			—				7,580				-7,580
Pension liability USA			23,925				—				23,925
Reserve for claims			4,746				—				4,746
Other allocations			3,195				—				3,195
Fiscal loss carried forward			1,361				—				1,361
Other			1,262				—				1,262
Deferred tax assets and liabilities			38,877				11,931				26,946

On 31 December 2014, the group had a considerable accumulated shortfall; however, the deferred tax assets for these shortfalls have not been posted due to uncertainties concerning future profits. See comment Note 11 Tax on earnings.

 

Page 23 of 27

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NOTES TO FINANCIAL REPORTS

 

Note 18

Other long-term accounts receivable

 

		Sep 30, 2015				Dec 31, 2014				Dec 31, 2013
Accumulated acquisition values
At beginning of the year			2,675				2,353				2,403
Year’s change deposition			-38				11				-46
Settling other long-term accounts			170				311				-4
At year’s end			2,807				2,675				2,353

 

Note 19

Prepaid expenses and accrued revenues

 

		Sep 30, 2015				Dec 31, 2014				Dec 31, 2013
Prepaid insurances			3,887				1,650				1,299
Prepaid financing costs			399				56				55
Prepaid leasing costs			3,370				1,132				2,526
Other accrued revenues			2,465				1,827				2,348
At year’s end			10,120				4,665				6,228

 

Note 20

Equity

 

						Equity excl. minority interests				Minority interests				Total
Opening balance			Jan 1, 2013				-45,139				16,531				-28,608
Capital injection							—				21,192				21,192
Revaluation pension obligation							51,532				—				51,532
Transaction with shareholders							45,321				—				45,321
Translation differences during the period							-41,743				254				-41,489
Net profit							-171,195				-7,611				-178,806
Closing balance			Dec 31, 2013				-161,224				30,366				-130,858
						Equity excl. minority interests				Minority interests				Total
Opening balance			Jan 1, 2014				-161,224				30,366				-130,858
Revaluation pension obligation							-34,919				—				-34,919
Transaction with shareholders							-4,124				—				-4,124
Translation differences during the period							101,580				4,191				105,771
Net profit							-239,038				-8,241				-247,279
Closing balance			Dec 31, 2014				-337,725				26,316				-311,409

 

Page 24 of 27

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NOTES TO FINANCIAL REPORTS

 

Note 20

Equity cont.

 

						Equity excl. minority interests				Minority interests				Total
Opening balance			Jan 1, 2015				-337,725				26,316				-311,409
Revaluation pension obligation							-21,138				—				-21,138
Transaction with shareholders							23,684				—				23,684
Translation differences during the period							36,271				1,467				37,738
Net profit							-233,326				-3,187				-236,513
Closing balance			Sep 30, 2015				-532,233				24,596				-507,637

 

Note 21

Provisions for pensions and similar obligations

 

		Sep 30, 2015				Dec 31, 2014				Dec 31, 2013
Allocations according to pension retirement plan ITP (PRI pension guarantee)			34,434				32,797				30,193
Other allocations			286,751				239,227				149,124
			321,185				272,024				179,317

 

Note 22

Other provisions

 

		Warranty Provision				Other				Total
Balance Jan 1, 2013			41,071				276				41,347
Net adjustment of the year			-743				-99				-842
Closing balance Dec 31, 2013			40,328				177				40,505
Balance Jan 1, 2014			40,328				177				40,505
Net adjustment of the year			-6,821				146				-6,675
Closing balance Dec 31, 2014			33,507				323				33,830
Balance Jan 1, 2015			33,507				323				33,830
Net adjustment of the year			865				210				1,075
Closing balance Sep 30, 2015			34,372				533				34,905

 

Page 25 of 27

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NOTES TO FINANCIAL REPORTS

 

Note 23

Financing facilities

 

		Sep 30, 2015				Dec 31, 2014				Dec 31, 2013
Short term liabilities			955,750				902,421				825,690
Granted limit is			990,230				956,384				863,275
Available liquidity			47,854				67,739				71,764

 

Note 24

Accrued expenses and prepaid revenues

 

		Sep 30, 2015				Dec 31, 2014				Dec 31, 2013
Staff-related costs			30,367				31,869				31,195
Interest expenses			22,495				19,888				4,645
Prepaid revenues			19,746				1,914				8,841
Other			39,392				29,880				20,499
			112,000				83,551				65,180

 

Note 25

Acquisitions of Intangible and Tangible Non-current Assets

 

		Sep 30, 2015				Dec 31, 2014				Dec 31, 2013
Licences and similar rights			141				—				108
Machinery and equipment			17,397				22,246				21,256
Land and buildings			-13				239				976
Change in constructions in progress			4,953				6,835				3,843
			22,478				29,320				26,183

 

Page 26 of 27

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NOTES TO FINANCIAL REPORTS

 

Åkers Styckebruk February 22, 2016

Åkers AB

 

/s/ Claes Ahrengart
Claes Ahrengart
CEO
/s/ Martin Ivert		/s/ Johan Blomquist
Martin Ivert		Johan Blomquist
Chairman of the Board		Board Director
/s/ Fredrik Strömholm		/s/ Anders Ullberg
Fredrik Strömholm		Anders Ullberg
Board Director		Board Director

 

Page 27 of 27

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Independent Auditor’s Report

To the Board of Directors of Åkers Holding AB

We have audited the accompanying Combined Financial Statements of Åkers AB and the entities included in the combined financial statements, which comprise the combined balance sheets as of September 30, 2015, December 31, 2014 and December 31, 2013 and the related combined income statement and combined cash flow for the nine months ended September 30, 2015, and the years ended December 31, 2014 and 2013.

Management’s Responsibility for the Combined Financial Statements

Management is responsible for the preparation and fair presentation of the Combined financial statements in accordance with accounting principles generally accepted in Sweden as stated on the Swedish Accounting Standards Board’s general guideline BFNAR 2012:1 concerning annual reports and consolidated financial statements K3; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of Combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Combined 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 Combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Combined financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the Combined financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the Combined financial statements in order to design 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. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

---

 

Opinion

In our opinion, the Combined financial statements referred to above present fairly, in all material respects, the financial position of Åkers AB and the entities included in the combined financial statements, combined balance sheet as of September 30, 2015, December 31, 2014 and December 31, 2013, and the results of their operations and their cash flows for the nine months ended September 30, 2015, and the years ended December 31, 2014 and 2013 in accordance with accounting principles generally accepted in Sweden as stated on the Swedish Accounting Standards Board’s general guideline BFNAR 2012:1 concerning annual reports and consolidated financial statements K3.

Stockholm, Sweden

February 22, 2016

PricewaterhouseCoopers AB

 /s/ Michael Bengtsson

Michael Bengtsson

Authorized Public

Accountant Partner