The goals of Grandi Stazioni S.p.A. as regards the management of capital are based on the creation of value for shareholders, guaranteeing the interests of stakeholders and safeguarding the status of the company as an ongoing concern, as well as maintaining an adequate level of capitalisation so as to enable the strengthening of the equity and financial structure of the Company and the Group, also in consideration of the significant investments currently being made.
The changes that occurred during the 2011 regarding the main items comprising consolidated shareholders’ equity are shown below:
Share capital
The share capital of the parent company as at 31 December 2011, fully subscribed and paid up, consists of 83,334 ordinary shares of nominal Euro 51.65 each, totalling Euro 4,304,201.10. As at 31 December 2011, based on the results of the book of shareholders, the share capital was held 60% by Ferrovie dello Stato Italiane S.p.A. and 40% by Eurostazioni S.p.A..
Legal reserve
The legal reserve, totalling Euro 861 thousand, was unchanged compared to 31 December 2010, as it had reached the limit as indicated in art. 2430 of the Italian Civil Code (20% of the share capital).
Share premium reserve
The share premium reserve is due to the increase in the share capital which took place on 28 July 2000 and has not changed compared to the previous financial year.
Extraordinary reserve
The extraordinary reserve is a result of the allocation of profits from previous years which were not distributed. This reserve has therefore increased by Euro 4,005 compared to 2010 due to the allocation of a portion of last year’s profit.
Translation of financial statements denominated in foreign currency
The translation reserve includes all the exchange differences deriving from the conversion of the financial statements of foreign subsidiary Grandi Stazioni Ceska.
Cash flow hedge reserve
The cash flow hedge reserve includes the effective portion of the net accumulated change in fair value from the cash flow hedges relating to hedge transactions that had not yet taken place given the relative tax effect. For additional details please see note 6 under paragraph “interest rate risk” and note 22 “”current and non-current financial liabilities (including derivatives).
The item includes the gains and losses from the actuarial calculation entirely allocated to equity during the year of reference, with account taken of the relative deferred tax effect.
Period results
The result for the period amounts to Euro 30,700 thousand. The increase compared to the previous period is mainly due to the extraordinary transactions that characterized this period. Following the resolutions of the shareholders’ meeting which took place on 2 May 2011, during 2011 the company distributed dividends based on 2010 results amounting to Euro 15,417 thousand.
In its meeting of 5 April 2012, the parent company’s Board of Directors proposed the distribution of dividends for 2011 in the amount of Euro 15,833 thousand, equal to Euro 190 per share.
Other components from the statement of comprehensive income recognized that during the period
The statement of comprehensive income for the period is shown among the consolidated financial statements and presents other components of the comprehensive result net of the tax effect. The following table shows the gross amount and the relative tax effect of these components:
31.12.2011 31.12.2010
Result for the period 31.630 19.741 Other components of the statement of comprehensive income
Effective portion of changes in the fair value of cash flow hedges (4.096) (1.524) Profits (losses) from actuarial benefits (132) 57 Exchange differences from foreign operations (396) 485
Tax effect 1.254 419
Profits and losses recognized directly in equity (3.370) (563)
Total profit for the period 28.260 19.178
19 Medium/long term and short-term loans
The medium/long-term loans and relevant current portions are shown by type below:
Book value
Medium/long-term loans 31.12.2011 31.12.2010
Loans from banks 197.185 185.205
Total 197.185 185.205
Short–term borrowings 31.12.2011 31.12.2010
Loans from banks (short term) 16.156 39.179
Total 16.156 39.179
Total loans 213.341 224.384
As regards the breakdown of the contractual expiries of these financial liabilities, inclusive of interest to be paid, see note 6 (“Risk management”), paragraph entitled “Liquidity risk”.
The terms and conditions for the ongoing loans are as follows:
31.12.2011 31.12.2010 Difference Debtor: Currency Interest rate Year of expiry Book value Book value Book value Book value Book value Book value
Banca BIIS Mortgage – Florence-Bologna
Property EUR 6 month Euribor 2022 14.206 14.223 15.270 15.270 (1.064) (1.047)
Banca BIIS Mortgage-Venice Bologna
property EUR 6 month Euribor 2022 42.619 42.669 45.812 45.812 (3.193) (3.143)
Bipop Carire EUR 6 month Euribor 2013 979 979 1.629 1.629 (650) (651)
EIB loan EUR Euribor 6 months+ 2023 126.959 127.332 138.143 138.516 (11.184) (11.184) Unicredit Medio Credito Centrale loan EUR Euribor 12 months + 2010 23.040 23.157 (23.040) (23.157) Unicredit Bank Austria AG loan EUR months+1,Pribor 6 2024 28.532 28.138 - - 28.532 28.138
Total loans 213.295 213.341 223.894 224.384 (10.599) (11.044)
The accountable values of the loans detailed in the above table are representative of the fair values.
The loans refer to:
⋅ the loan take out by the parent company from Banca BIIS (Banca Infrastrutture
Innovazioni e Sviluppo - Infrastructures Innovations and Development Bank) due to the
starting-up of two property mortgages secured by the properties in Florence, Bologna, Venice and Naples totalling 80 million Euros originally. Both of the contracts were concluded on 6 March 2003 for a twenty-year duration, and both provide for the pre-amortization of the interest for the first three years only and the return of the capital in the next 17 years at a variable rate of the six- month Euribor plus a spread of 0.95%.
During the year, there was a change due to the reimbursement of the respective capital portions;
⋅ the Bipop Carire loan concluded by the parent company on May 2005 for a total amount of Euro 3.25 million in support of the investments in shareholdings in Italian companies abroad (Law 100/90 – SIMEST). This has a duration of 8 years, provides for the amortization of the interest for the first three years only and the return of the capital in the next five years at a variable rate of the six-month Euribor plus a spread of 0.8%;
⋅ the loan subscribed with the EIB (European Investment Bank), concluded by the parent company in April 2008 for Euro 150 million for refurbishment works within the stations. The transaction is guaranteed by the Caylon Bank and Cassa Depositi e Prestiti S.p.A. The duration is 15 years as of the first payment (30 June 2008); reimbursement is to
occur in instalments payable every 6 months at a constant capital rate from 30 June 2010 and with an interest rate of the six-month Euribor offered for a duration of six months increased or decreased by the number of basis points communicated by the Bank to the Company.
⋅ In June 2008 and October 2008, two additional guaranties were provided through the Banca Caylon S.A. and the Cassa Depositi e Prestiti S.p.A. respectively, to which a six-monthly commission is payable, amounting to 45 basis points, to be calculated on the amount of capital paid as part of the payments made from time to time. The contract requires that the guarantor be informed regarding the methods of hedging the debt (historical with financial statements figures as at 31 December 2009 and forecasted with figures from the 2010 budget) and as at 31 December 2010 this had been fulfilled. To cover the loan, the hedging contract with Mediobanca was maintained and three new contracts were subscribed during the course of 2009 for IRS hedging. It is hereby noted that to cover the inception costs of this loan, ancillary costs were incurred which amounted to 340 thousand Euros used against the value of the financial debt in calculating the amortized cost.
⋅ for the loan taken out by the subsidiary Grandi Stazioni Ceska with Unicredit Bank Austria A.G, on 9 August 2011 for Euro 28.5 million (CZK 730 million), entirely disbursed as at 31 December 2011. The loan has a duration of 13 years and an interest rate of six month Pribor plus a spread of 1.6% (on an annual basis) up to 30 June 2016 and, subsequently, six month Pribor plus a spread of 2.2%-2.55% (on an annual basis. This loan is guaranteed in full by the parent company Grandi Stazioni S.p.A.
As at 31 December 2011, there existed a financial lease concluded by the company it with BMW Group Financial Services Italia totalling Euro 33 thousand, of which Euro seven thousand were paid during the year, these representing the balloon payment and the first capital payment. In 2011, the company recognized amortization of Euro 142 thousand for prior and current financial leases.
20 Staff Severance and other employee benefits
31.12.2011 31.12.2010
Current value of TFR liabilities 1.906 1.886
Total value of current obligations 1.906 1.886
The following table shows the changes that occurred in the current value of the liabilities due for obligations and defined benefits constituted exclusively by the TFR [Staff Severance Indemnity].
31.12.2011 31.12.2010
Defined benefits and obligations as at 1 January 1.885 2.003
Service cost 31
Interest cost (*) 83 80
Advances and uses (209) (141)
Liabilities for defined benefits and obligations as at 31
December 1.906 1.886
(*) recognized in income
There are no assets in the defined benefits plan and the cost recognized in income for 2010 and 2011 is constituted exclusively by the financial costs deriving from discounting the TFR totalling Euro 80 thousand and Euro 83 thousand respectively.
Actuarial assumptions
The following is a summary of the main assumptions made in the actuarial process:
31.12.2011 31.12.2010
Discount rate 4,05% 4,70%
Future increases in pensions (annual rate of TFR increase) 3% 3% Expected rate of employee turnover 4,50% 4,50%
Expected rate of advances 1% 2%
Probability of death RG48 RG48
Assumptions regarding mortality are based on the statistics that have been published in mortality tables.
The average number of Group employees in 2011 was 274 and is divided by category as follows:
Average 2011 Average 2010 Change
Managers 14,1 13,3 0,8 Executives 43,1 40,6 2,5 Employees 198,5 191,5 7,0 TOTAL 255,7 245,4 10,3 Atypical 17,8 25,8 (8,0) TOTAL 273,5 271,2 2,3