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Pallet-Management-Services - AFM

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7. Earnings per share<br />

The following reflects the income and share data used in the<br />

basic and diluted earnings per share computations:<br />

US $ in thousands As of December 31,<br />

2006 2005<br />

Net profit attributable to ordinary equity holders of the parent from continuing operations 37,952 44,556<br />

Loss attributable to ordinary equity holders of the parent from discontinued operations (665) (3,651)<br />

Net profit attributable to ordinary equity holders of the parent 37,287 40,905<br />

As of December 31,<br />

2006 2005<br />

Weighted average number of ordinary shares for basic earnings per share 53,198,989 45,508,810<br />

Effect of dilution:<br />

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

Warrant shares – 8,121,517<br />

Weighted average number of ordinary shares adjusted for the effect of dilution 54,148,900 54,860,950<br />

The potential issuance of new shares resulting from the exercise<br />

of stock options and in prior year the exchange of warrants are<br />

considered in the above calculation of dilutive shares.<br />

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

or potential ordinary shares between the reporting date and<br />

the authorization date of the Company’s consolidated financial<br />

statements.<br />

8. Debt<br />

Senior Secured Notes<br />

On October 10, 2003, the Company issued 10 3/8%<br />

Guaranteed Senior Secured Notes in the principal amount of<br />

€110.0 million in a private placement. The Senior Secured Notes<br />

mature on October 15, 2010, and are senior secured obligations<br />

of IFCO SYSTEMS ranking equally with other existing or future<br />

senior secured indebtedness in right of payment. Interest at the<br />

rate of 10 3/8% per year from the date of issuance is payable<br />

semi annually in arrears on each June 30 and December 31.<br />

No principal payments are due under the Senior Secured Notes<br />

until maturity on October 15, 2010. The Senior Secured Notes<br />

are secured by a first priority lien on substantially all of the<br />

Company’s assets, except the assets of IFCO SYSTEMS GmbH<br />

and its subsidiaries. The Senior Secured Notes are guaranteed<br />

by most of the Company’s subsidiaries. All of the subsidiary<br />

guarantees of the Senior Secured Notes (other than that of<br />

| FINANCIAL REPORTING | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |<br />

IFCO SYSTEMS GmbH, the guarantee of which is unsecured)<br />

are secured by substantially all of the assets of such subsidiary<br />

guarantors, including pledges of the stock of most of the<br />

Company’s subsidiaries. The carrying amount of assets pledged<br />

is US $167.1 million.<br />

The Senior Secured Notes became redeemable on October 15,<br />

2006 with a redemption price equal to the principal amount<br />

thereof plus accrued and unpaid interest and a redemption<br />

premium (initially 110.4%) and certain additional amounts. The<br />

redemption price will decline to 105.2% on October 15, 2007,<br />

102.6% on October 15, 2008 and will decline to 100.0% on<br />

October 15, 2009 and thereafter until maturity.<br />

The indenture governing the Senior Secured Notes allows the<br />

Company to issue additional notes in an aggregate principal<br />

amount of up to €50.0 million under the same security package<br />

as the Senior Secured Notes, but only to the extent that the<br />

Company meets certain interest coverage ratios on a pro<br />

forma basis considering the issuance of the additional notes<br />

and that no default or event of default will have occurred as a<br />

consequence of the additional indebtedness being incurred.<br />

If a change of control of greater than 50.0% of the Company’s<br />

voting stock occurs, each holder of the Senior Secured Notes<br />

may individually require the Company to purchase their notes<br />

at a purchase price in cash equal to 101.0% of the principal<br />

85

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