SHARE CAPITAL AND RESERVES
The share capital of the Holding Company Sogefi S.p.A. is fully paid in and amounts to Euro 61,631 thousand as of December 31, 2014 (Euro 60,924 thousand as of December 31, 2013), split into 118,521,055 ordinary shares with a par value of Euro 0.52 each.
During the year 2014, the share capital increased from Euro 60,924 thousand (divided into 117,162,292 shares) to Euro 61,631 thousand (divided into 118,521,055 shares). All ordinary shares have been fully paid-in. There are no shares encumbered by rights, privileges or restrictions as to dividend pay-outs.
As of December 31, 2014, the Holding Company has 3,430,133 treasury shares in its portfolio, corresponding to 2.89% of share capital.
Movements in the shares outstanding are as follows:
|No. shares at start of period||117,222,292||116,753,392|
|No. shares issued for subscription of stock options||1,298,763||408,900|
|No. of ordinary shares as of December 31||118,521,055||117,162,292|
|No. shares issued for subscription of stock options booked to "Other reserves" at December 31, 2013||-||60,000|
|No. of shares outstanding as of December 31||115,090,922||113,458,883|
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||Sharebased incentive plans reserve||Actuarial gain/loss reserve||Tax on items booked in Other Comprehensive Income||Other reserves||Retained earnings||Net result for the period||Total|
|Balance at December 31, 2012||60,712||10,796||9,087||(9,087)||(6,923)||12,320||(14,528)||3,552||(18,220)||8,552||3,111||92,802||28,246||180,420|
|Paid share capital increase||212||429||-||-||-||-||-||-||-||-||126||-||-||767|
|Allocation of 2012 net profit:|
|Recognition of share-based incentive plans||-||-||-||-||-||-||-||1,562||-||-||-||-||-||1,562|
|Fair value measurement of cash flow hedging instruments: share booked to OCI||-||-||-||-||-||-||(5,753)||-||-||-||-||-||-||(5,753)|
|Fair value measurement of cash flow hedging instruments: share booked to income statement||-||-||-||-||-||-||(3,493)||-||-||-||-||-||-||3,493|
|Tax on items booked in Other Comprehensive Income||-||-||-||-||-||-||-||-||-||(550)||-||-||-||(550)|
|Currency translation differences||-||-||-||-||(20,737)||-||-||-||-||-||-||-||-||(20,737)|
|Net result for the period||-||-||-||-||-||-||-||-||-||-||-||-||21,124||21,124|
|Balance at December 31, 2013||60,924||11,720||8,592||(8,592)||(27,660)||12,320||(16,788)||4,603||(15,255)||8,002||3,237||106,260||21,124||168,487|
|Paid share capital increase||707||1,942||-||-||-||-||-||-||-||-||(126)||-||-||2,523|
|Allocation of 2013 net profit:|
|Recognition of share-based incentive plans||-||-||-||-||-||-||-||852||-||-||-||-||-||852|
|Fair value measurement of cash flow hedging instruments: share booked to OCI||-||-||-||-||-||-||(9,413)||-||-||-||-||-||-||(9,413)|
|Fair value measurement of cash flow hedging instruments: share booked to income statement||-||-||-||-||-||-||9,603||-||-||-||-||-||-||9,603|
|Tax on items booked in Other Comprehensive Income||-||-||-||-||-||-||-||-||-||4,146||-||-||-||4,146|
|Currency translation differences||-||-||-||-||6,116||-||-||-||-||-||-||-||-||6,116|
|Net result for the period||-||-||-||-||-||-||-||-||-||-||-||-||3,639||3,639|
|Balance at December 31, 2014||61,631||14,423||7,831||(7,831)||(21,544)||12,340||(16,598)||4,731||(36,949)||12,148||3,111||124,306||3,619||161,218|
Share premium reserve
It amounts to Euro 14,423 thousand compared with Euro 11,720 thousand in the previous year.
The increase by Euro 1,942 thousand reflects share subscriptions under stock option plans for Euro 1,847 thousand, and the transfer of the Euro 95 thousand capital increase subscribed on December 31, 2013.
During 2014, the Holding Company Sogefi S.p.A. credited Euro 761 thousand to the Share premium reserve after the free grant of 333,276 treasury shares to beneficiaries of the 2011 and 2012 Stock Grant plans.
Item “Treasury shares” reflects the purchase price of treasury shares. Movements during the year amount to Euro 761 thousand and reflect the free grant of 333,276 treasury shares as reported in the note to “Stock-based incentive plans reserve”.
This reserve is used to record the exchange differences arising on the translation of foreign subsidiaries' financial statements.
Movements in the period show an increase of Euro 6,116 thousand mainly attributable to the appreciation of the US and Canadian Dollar against the Euro.
Reserve for actuarial gains/losses
This reserve reflects the net impact of the application of the amendment to IAS 19 “Employee Benefits” on other actuarial gains (losses) as of January 1, 2012. The item also includes actuarial gains and losses accrued after January 1, 2012 and recognised under Other Comprehensive Income.
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 an increase of Euro 190 thousand. Breakdown is as follows:
- decrease of Euro 3,411 thousand reflecting the change, as of December 31, 2013, in the fair value of existing contracts;
- increase of Euro 825 thousand reflecting the reserve portion relating to redeemed IRS contracts reclassified to Income Statement (as outlined in note 15);
- increase of Euro 2,776 thousand reflecting the reserve portion relating to the contracts no longer designated in hedge accounting that is recognised in the Income Statement over the same period of time as the differentials relating to the underlying hedged item.
Stock-based incentive plans reserve
The reserve refers to the credit to equity for stock-based incentive plans, assigned to directors and employees, resolved after November 7, 2002, including the portion relating to the stock grant plan approved in 2014.
In 2014, as a result of the free grant of 333,276 treasury shares to beneficiaries who exercised their options under the stock grant plans, the amount of Euro 724 thousand, corresponding to fair value at units assignment date, was reclassified from “Stock-based incentive plans reserve” and Euro 761 thousand were credited to “Share premium reserve”, whereas Euro 37 thousand were deducted from “Retained earnings reserve”.
The increase of Euro 852 thousand mainly refers to the cost of plans not yet at maturity.
These totalled Euro 124,286 thousand and include amounts of profit that have not been distributed.
The decrease of Euro 3,078 thousand refers to the following events:
- the interest held by subsidiary Allevard Rejna Autosuspensions S.A. in subsidiary Allevard IAI Suspensions Pvt Ltd. increased from 70.24% to 73.91% through a share capital increase paid in by shareholders other than non-controlling interests that resulted in the amount of Euro 52 thousand being reclassified between shareholders' equity attributable to non-controlling interests and Group's equity;
- the interest held by subsidiary Allevard Rejna Autosuspensions S.A. in subsidiary S.ARA Composite S.A.S. increased from 90.91% to 93.71% (percent values refer to paid-in capital) through a share capital increase paid in by shareholders other than non-controlling interests that resulted in the amount of Euro 160 thousand being reclassified between shareholders' equity attributable to non-controlling interests and Group's equity;
- recognition of the fair value of the liability connected with the put options held by the non-controlling interests of subsidiary Sogefi M.N.R. Filtration India Pvt for the amount of Euro 2,819 thousand (please read note 1.2 “Content of the consolidated financial statements” for more details);
- reclassification of the “Stock-based incentive plans reserve” as outlined above (Euro 37 thousand);
- other minor changes (Euro 10 thousand).
Tax on items booked in Other Comprehensive Income
The table below shows the amount of income taxes relating to each item of Other Comprehensive Income:
|(in thousands of Euro)||2014||2013|
|Gross value||Taxes||Net value||Gross value||Taxes||Net value|
|Profit (loss) booked to cash flow hedging reserve||190||(53)||137||(2,260)||620||(1,640)|
|Actuarial gain (loss)||(21,698)||4,199||(17,499)||2,965||(1,170)||1,795|
|Profit (loss) booked to translation reserve||6,837||-||6,837||(21,319)||-||(21,319)|
|Total Profit (loss) booked in Other Comprehensive Income||(14,671)||4,146||(10,525)||(20,614)||(550)||(21,164)|
Tax-related restrictions applicable to certain provisions
The Shareholders' equity of Holding Company Sogefi S.p.A. includes Deferred tax provisions and share capital committed to deferred tax as a result of past utilisation of valuation reserve totalling Euro 24,164 thousand.
The Holding Company has not allocated any deferred tax liabilities to such provisions that, if distributed, would contribute to the taxable income of the Company, because it is not likely that they will be distributed.
The balance amounts to Euro 19,568 thousand and refers to the portion of shareholders' equity attributable to non-controlling interests.
During the year, the reserve was decreased by Euro 3,734 thousand (posted under line item “Other changes” in the “Consolidated Statement of Changes in Equity”) to reflect the changes in the interests held in subsidiaries S.ARA Composite S.A.S. (Euro 160 thousand) and Allevard IAI Suspensions Pvt Ltd. (Euro 52 thousand) noted above and the recognition of the fair value of the liability connected with the put options held by the non-controlling interests of subsidiary Sogefi M.N.R. Filtration India Pvt for the amount of Euro 3,946 thousand.
Details of non-controlling interests are given below:
|(in thousands of Euro)||% owned by third parties||Loss (profit) attributable to non-controlling interests||Shareholders' equity attributable to non-controlling|
|Subsidiary's name||Area Geografica||12.31.2014||12.31.2013||12.31.2014||12.31.2013||12.31.2014||12.31.2013|
|S.ARA Composite S.A.S.||Francia||6.29%||9.09%||(116)||(132)||524||482|
|Iberica de Suspensiones S.L.||Spagna||50.00%||50.00%||4,103||3,000||15,417||13,814|
|Shanghai Allevard Spring Co., Ltd||Cina||39.42%||39.42%||209||217||3,138||2,820|
|Allevard IAI Suspension Pvt Ltd||India||26.09%||29.76%||(136)||(196)||425||356|
|Sogefi M.N.R. Filtration India Pvt Ltd||India||40.00%||40.00%||696||718||-||2,889|
As required by IFRS 12, a brief overview of the key financial data of companies with significant non-controlling interests is provided below:
|Shanghai Allevard Spring Co., Ltd||Iberica de Suspensiones S.L.||Sogefi M.N.R. Filtration India Pvt Ltd|
|(in thousands of Euro)||12.31.2014||12.31.2013||12.31.2014||12.31.2013||12.31.2014||12.31.2013|
|Shareholders' equity attributable to the Holding||5,097||4,443||15,418||13,814||5,918||4,333|
|Variable cost of sales||3,626||4,229||38,995||33,097||12,205||9,724|
|Other variable costs of sales||423||508||3,940||3,288||579||497|
|Non-operating expenses (income)||20||120||246||19||103||(18)|
|Income (loss) for the period||530||550||8,208||6,000||1,740||1,795|
|Income (loss) attributable to the Holding Company||320||334||4,104||2,999||1,045||1,077|
|Income (loss) attributable to the non-controlling||209||217||4,103||3,000||696||718|
|Income (loss) for the period||529||551||8,207||5,999||1,741||1,795|
|OCI attributable to the Holding Company||483||(68)||-||-||546||(694)|
|OCI attributable to non-controlling||314||(45)||-||-||364||(463)|
|OCI for the period||797||(113)||-||-||546||(536)|
|Total income (losses) attributable to the Holding||803||266||4,104||2,999||1,591||383|
|Total income (losses) attributable to non-controlling||523||172||4,103||3,000||1,055||255|
|Total income (losses) for the period||1,326||438||8,207||5,999||2,287||1,259|
|Dividends paid to non-controlling interests||97||73||2,500||2,500||-||-|
|Net cash inflow (out flow) from operating activities||1,200||1,576||10,568||6,343||2,921||2,389|
|Net cash inflow (out flow) from investing activities||(316)||(354)||(1,515)||(525)||(2,076)||(1,167)|
|Net cash inflow (out flow) from financing activities||(857)||(797)||(5,000)||(5,000)||(585)||(92)|
|Net cash inflow (out flow)||27||425||4,053||818||260||1,130|