SHARE CAPITAL AND RESERVES
The share capital of the Holding Company Sogefi S.p.A. is fully paid in and amounts to Euro 60,712 thousand as of December 31, 2012 (Euro 60,665 thousand as of December 31, 2011), split into 116,753,392 ordinary shares with a par value of Euro 0.52 each.
As of December 31, 2012, the Holding Company has 3,981,095 treasury shares in its portfolio, corresponding to 3.41% of share capital.
Movements in the shares outstanding are as follows:
(Shares outstanding) | 2012 | 2011 |
---|---|---|
No. shares at start of period | 116,662,992 | 116,434,992 |
No. shares issued for subscription of stock options | 90,400 | 228,000 |
No. of ordinary shares as of December 31 | 116,753,392 | 116,662,992 |
Treasury shares | (3,981,095) | (3,253,000) |
No. of shares outstanding as of December 31 | 112,772,297 | 113,409,992 |
The following table shows the changes in the Group’s equity:
(in thousands of Euro) | Share capital | Share premium reserve | Reserve for treasury shares | Treasury shares | Translation reserve | Legal reserve | Cash flow hedging reserve | Stock-based incentive plans reserve | Tax on items booked in Other Comprehensive Income | Other reserves | Retained earnings | Net result for the period | Total |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance at December 31, 2010 | 60,546 | 14,639 | 5,007 | (5,007) | 8,129 | 12,320 | (2,426) | 1,708 | 668 | 3,113 | 79,723 | 18,821 | 197,241 |
Paid share capital increase | 119 | 190 | - | - | - | - | - | - | - | - | - | - | 309 |
Allocation of 2010 net profit: | |||||||||||||
Legal reserve | - | - | - | - | - | - | - | - | - | - | - | - | - |
Dividends | - | - | - | - | - | - | - | - | - | - | (14,888) | - | 14,888 |
Retained earnings | - | - | - | - | - | - | - | - | - | - | 18,821 | (18,821) | - |
Net purchase of treasury shares | - | (2,684) | 2,684 | (2,684) | - | - | - | - | - | - | - | - | (2,684) |
Credit to equity for stock-based incentive plans | - | - | - | - | - | - | - | 611 | - | - | - | - | 611 |
Other changes | - | - | - | - | - | - | - | - | - | - | (121) | - | (121) |
Fair value measurement of financial assets available for sale | - | - | - | - | - | - | - | - | - | (2) | - | - | (2) |
Fair value measurement of cash flow hedging instruments: share booked to equity | - | - | - | - | - | - | (7,987) | - | - | - | - | - | (7,987) |
Fair value measurement of cash flow hedging instruments: share booked to income statement | - | - | - | - | - | - | 1,255 | - | - | - | - | - | 1,255 |
Tax on items booked in Other Comprehensive Income | - | - | - | - | - | - | - | - | 1,854 | - | - | - | 1,854 |
Currency translation differences | - | - | - | - | (4,408) | - | - | - | - | - | - | - | (4,408) |
Net result for the period | - | - | - | - | - | - | - | - | - | - | - | 24,046 | 24,046 |
Balance at December 31, 2011 | 60,665 | 12,145 | 7,691 | (7,691) | 3,721 | 12,320 | (9,158) | 2,319 | 2,522 | 3,111 | 83,535 | 24,046 | 195,226 |
Paid share capital increase | 47 | 47 | - | - | - | - | - | - | - | - | - | - | 94 |
Allocation of 2011 net profit: | |||||||||||||
Legal reserve | - | - | - | - | - | - | - | - | - | - | - | - | - |
Dividends | - | - | - | - | - | - | - | - | - | - | (14,716) | - | (14,716) |
Retained earnings | - | - | - | - | - | - | - | - | - | - | 24,046 | (24,046) | - |
Net purchase of treasury shares | - | (1,396) | 1,396 | (1,396) | - | - | - | - | - | - | - | - | (1,396) |
Credit to equity for stock-based incentive plans | - | - | - | - | - | - | - | 1,233 | - | - | - | - | 1,233 |
Other changes | - | - | - | - | - | - | - | - | - | - | (63) | - | (63) |
Fair value measurement of financial assets available for sale | - | - | - | - | - | - | - | - | - | - | - | - | - |
Fair value measurement of cash flow hedging instruments: share booked to equity | - | - | - | - | - | - | (7,491) | - | - | - | - | - | (7,491) |
Fair value measurement of cash flow hedging instruments: share booked to income statement | - | - | - | - | - | - | 2,121 | - | - | - | - | - | 2,121 |
Tax on items booked in Other Comprehensive Income | - | - | - | - | - | - | - | - | 1,476 | - | - | - | 1,476 |
Currency translation differences | - | - | - | - | (10,351) | - | - | - | - | - | - | - | (10,351) |
Net result for the period | - | - | - | - | - | - | - | - | - | - | - | 29,325 | 29,325 |
Balance at December 31, 2012 | 60,712 | 10,796 | 9,087 | (9,087) | (6,630) | 12,320 | (14,528) | 3,552 | 3,998 | 3,111 | 92,802 | 29,325 | 195,458 |
Share premium reserve
It amounts to Euro 10,796 thousand compared with Euro 12,145 thousand in the previous year.
The increase by Euro 47 thousand accounts for share subscriptions under stock option plans.
On April 19, 2012, the Shareholders' Meeting authorised the purchase of treasury shares and the Holding Company Sogefi S.p.A. purchased 728,095 shares at an unit average price of Euro 1.92 each in 2012.
The Holding Company set up the “Reserve for treasury shares” under art. 2357-ter of the Italian Civil Code using the “Share premium reserve”.
Treasury shares
Item “Treasury shares” reflects the purchase price of treasury shares held in portfolio. Movements during the year amount to Euro 1,396 thousand and reflect treasury share purchases occurred in 2012 as reported in the note to “Share premium reserve”.
Translation reserve
This reserve is used to record the exchange differences arising on the translation of foreign subsidiaries' financial statements.
Movements in the period show a decrease of Euro 10,351 thousand mainly attributable to the depreciation of the Brazilian real against the Euro.
Cash flow hedging reserve
This reserve has changed as a result of accounting for the cash flows deriving from instruments that for IAS 39 purposes are designated as “cash flow hedging instruments”. Changes during the period show a decrease of Euro 5,370 thousand.
Stock-based incentive plans reserve
The reserve refers to the credit to equity for stock-based incentive plans, assigned to employees, resolved after November 7, 2002, including the portion relating to the stock grant plan approved in 2012.
Retained earnings
These totalled Euro 92,802 thousand and include amounts of profit that have not been distributed.
Tax on items booked in Other Comprehensive Income
The table below shows the amount of income taxes relating to each item of the “Other Comprehensive Income”:
(in thousands of Euro) | 2012 | 2011 | ||||
---|---|---|---|---|---|---|
Gross value | Taxes | Net value | Gross value | Taxes | Net value | |
Profit (loss) booked to cash flow hedging reserve | (5,370) | 1,476 | (3,894) | (6,732) | 1,853 | (4,879) |
Profit (loss) booked to fair value reserve for financial assets available for sale | - | - | - | (2) | 1 | (1) |
Profit (loss) booked to translation reserve | (10,556) | - | (10,556) | (4,588) | - | (4,588) |
Total Profit (loss) booked in Other Comprehensive Income | (15,926) | 1,476 | (14,450) | (11,322) | 1,854 | (9,468) |
The increase of Euro 111 thousand mainly arises from the change in the percentage held in the subsidiary S.ARA Composite S.A.S..
ANALYSIS OF THE NET FINANCIAL POSITION
The following table provides details of the net financial position as required by Consob in its communication no. DEM/6064293 of July 28, 2006 with a reconciliation of the net financial position shown in the report on operations:
(in thousands of Euro) | 12.31.2012 | 12.31.2011 |
---|---|---|
A. Cash | 85,209 | 102,461 |
B. Other cash at bank and on hand (held to maturity investments) | 8,199 | 1,893 |
C. Financial instruments held for trading | 15 | 11 |
D. Liquid funds (A) + (B) + (C) | 93,423 | 104,365 |
E. Current financial receivables | 15 | 8 |
F. Current payables to banks | 8,377 | 9,827 |
G. Current portion of non-current indebtedness | 89,596 | 46,962 |
H. Other current financial debts | 1,011 | 632 |
I . Current financial indebtedness (F) + (G) + (H) | 98,984 | 57,421 |
J. Current financial indebtedness, net (I) - (E) - (D) | 5,546 | (46,952) |
K. Non-current payables to banks | 262,046 | 330,461 |
L. Bonds issued | - | - |
M. Other non-current financial debts | 28,225 | 16,333 |
N. Non-current financial indebtedness (K) + (L) + (M) | 290,301 | 346,794 |
O. Net indebtedness (J) + (N) | 295,847 | 299,842 |
Non-current financial receivables | - | - |
Financial indebtedness, net including non-current financial receivables (as per the "Net financial position" included in the Report on operations) | 295,847 | 299,842 |
Details of the covenants applying to loans outstanding at year end are as follows (see note 16 for further details on loans):
- loan of Euro 100 million from Unicredit S.p.A.: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less than 4;
- loan of Euro 40 million from Banca Europea degli Investimenti (BEI): the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less than or equal to 3.5; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 4;
- loan of Euro 60 million from Intesa Sanpaolo S.p.A.: the ratio of the consolidated net financial position to consolidated normalised EBITDA has to be less than or equal to 3.5;
- loan of Euro 25 million from Banca Carige S.p.A.: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less than or equal to 3.5; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 4;
- loan of Euro 10 million from GE Capital S.p.A.: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less than or equal to 3.5; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 4;
- loan of Euro 25 million from Monte dei Paschi di Siena S.p.A.: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less than or equal to 3.5; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 4;
- 2012 syndicated loan of Euro 200 million: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less than or equal to 3.5; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 4;
- loan of Euro 15 million from Banco do Brasil S.A.: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less than or equal to 3.5; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 4.
As of December 31, 2012 the Company was in compliance with these covenants.