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Pallet-Management-Services - AFM

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ordinary shares of IFCO SYSTEMS N.V. started on January 9, 2006 and ended on February 7,<br />

2006.<br />

The warrant exchange resulted in an issuance of 8,121,517 ordinary shares of IFCO SYSTEMS<br />

N.V..<br />

Earnings per share<br />

The following reflects the income and share data used in the basic and diluted earnings per<br />

share computations:<br />

EUR in thousands As of December 31,<br />

2006 2005<br />

Net loss attributable to ordinary equity holders (9,525) (15,356)<br />

As of December 31,<br />

2006 2005<br />

Weighted average number of ordinary shares for basic earnings per share<br />

53,198,989 45,508,810<br />

Effect of dilution:<br />

Stock options 949,911 1,230,623<br />

Warrant shares<br />

Weighted average number of ordinary shares adjusted for the effect of dilution<br />

_ 8,121,517<br />

54,148,900 54,860,950<br />

The potential issuance of new shares resulting from the exercise of stock options and in prior<br />

year the exchange of warrants are considered in the above calculation of dilutive shares.<br />

There have been no other transactions involving ordinary shares or potential ordinary shares<br />

between the reporting date and the authorization date of our consolidated financial statements.<br />

5. Debt<br />

Senior Secured Notes<br />

On October 10, 2003, the Company issued 10 3/8% Guaranteed Senior Secured Notes in the<br />

principal amount of EUR 110.0 million in a private placement. The Senior Secured Notes mature<br />

on October 15, 2010, and are senior secured obligations of IFCO SYSTEMS ranking equally<br />

with other existing or future senior secured indebtedness in right of payment. Interest at the rate<br />

of 10 3/8% per year from the date of issuance is payable semi annually in arrears on each June<br />

30 and December 31. No principal payments are due under the Senior Secured Notes until<br />

maturity on October 15, 2010. The Senior Secured Notes are secured by a first priority lien on<br />

substantially all of the Company’s and all direct and indirect subsidiaries’ assets, except the<br />

assets of IFCO SYSTEMS GmbH and its subsidiaries. The Senior Secured Notes are<br />

guaranteed by most of the Company’s direct and indirect subsidiaries. All of the subsidiary<br />

guarantees of the Senior Secured Notes (other than that of IFCO SYSTEMS GmbH, the<br />

guarantee of which is unsecured) are secured by substantially all of the assets of such<br />

subsidiary guarantors, including pledges of the stock of most of the Company’s subsidiaries.<br />

The Senior Secured Notes became redeemable on October 15, 2006 with a redemption price<br />

equal to the principal amount thereof plus accrued and unpaid interest and a redemption<br />

premium (initially 110.4%) and certain additional amounts. The redemption price will decline to<br />

44

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