2011 Annual report - touax group

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Annual report 2011 ➜ note 28.5. Security and guarantees The security and guarantees are issued by the parent company in return for bank loans granted to its subsidiaries. (€ thousands) below 1 year 1 to 5 years + 5 years TOTAL Guarantees given to banks in return for loans used by subsidiaries 12,893 122,224 106,052 241,169 Outstanding loans in respect of these commitments granted to subsidiaries totalled ¤151,108,000 at December 31, 2011. The security and guarantees granted by TOUAX SCA are listed in section 7.2 page 35. note 29. Additional information on capitalised finance leases (€ thousands) Lease equipment 2011 ORIGINAL VALUE 183,431 183,431 Amortization for the period 8,119 8,119 CUMULATIVE AMORTIZATION 29,513 29,513 NET BOOK VALUE 153,918 153,918 Future payments (min.) (€ thousands) Leasing TOTAL Interest Present Residual equipment 2011 value value of future payments 2012 24,964 24,964 5,300 19,664 2013 24,452 24,452 4,279 20,172 52 2014 22,666 22,666 3,241 19,425 135 2015 19,951 19,951 2,286 17,665 122 2016 15,898 15,898 1,451 14,446 578 2017 9,866 9,866 870 8,996 60 + 5 years 14,185 14,185 775 13,410 2,123 TOTAL 131,981 131,981 18,202 113,779 3,070 note 30. Other information ➜ note 30.1.Additional information concerning the Modul Finance I EIG (now a general partnership) In December 1997 and during the 1998 financial year, the TOUAX Group carried out asset-backed securitization by selling 7,869 modular buildings worth €42m to Modul Finance I, an Economic Interest Grouping (EIG) registered in France. Investors belonging to the EIG initially held a 90% interest and the Group held the remaining 10%. The investment by the Modul Finance I EIG was financed as follows: • Issue of Redeemable Subordinated Securities (TSR) for a total of €10.5m, 90% of which were subscribed for by an institutional investor and 10% by TOUAX SCA, Under an operational management contract the EIG commissioned the Group to manage, lease out and in general operate the modular buildings. As agent, the Group receives lease payments from its customers, pays operating expenses directly to suppliers, and arranges within ninety days of the end of each quarter to pay the net distributable leasing income to the principal, Modul Finance I EIG. In 1999, Modul Finance I EIG renegotiated its debt in order to receive more advantageous financial conditions. The operational management contract with the Group was renewed for 13 years and six months. Since the Group had no control over the EIG as defined in Interpretation SIC 12: Consolidation – Special Purpose Entities, and Law No 2003-706 of August 1, 2003 on financial security, it was not included in the consolidation perimeter until December 31, 2010. • Subscription of a senior debt of €32.6m repayable over 10 years at the 3-month Euribor + 1.8%. 98
Management of Modul Finance I EIG’s modular buildings had the following impact on the Group’s accounts in 2010 and 2009: RECOGNIZED IN THE CONSOLIDATED INCOME STATEMENT (€ thousands) 2010 2009 Leasing revenues from equipment belonging to the EIG 2,145 2,694 Recognized in Consolidated Revenues 2,145 2,694 Flat-rate operating costs for equipment belonging to the EIG (b) (858) (1,077) Recognized in Consolidated Purchases and other External Expenses (858) (1,077) Net leasing income distributable to the EIG (855) (1,069) Recognized in consolidated leasing income due to investors (855) (1,069) TOTAL (a) 432 548 (a) The total corresponds to the management commission received by the Group for managing equipment belonging to the EIG. (b) Operational expenditure is calculated according to a flat rate, not according to real costs per item. The Group has no other liability towards the EIG other than the value of its assets as described below under “recognized in the consolidated balance sheet”. RECOGNIZED IN THE CONSOLIDATED BALANCE SHEET (€ thousands) 2010 2009 Deposit Loan to a company incorporated in Luxembourg 1,260 1,260 Recognized in Consolidated Financial Fixed Assets 1,260 1,260 Deferred payments 303 292 Recognized in Other Non-Current Assets 303 292 RECOGNIZED IN CONSOLIDATED ASSETS 1,563 1,552 Deferred Income Recognized in Other Non-Current Liabilities Net leasing income due to the EIG (Q4) 208 232 Recognized in Consolidated Operating Liabilities 208 232 RECOGNIZED IN CONSOLIDATED LIABILITIES 208 232 The security deposits for EIG Modul Finance I EIG were fully written down for a total of €1.9m at December 31, 2006. As a result the same amount of commission deferred at the time of the creation of Modul Finance I EIG (€1.9 million), which had been booked as a non-current liability, was cancelled. In 2007, part of the Group's deferred income from the EIG was written down by €0.3 million. In 2009, the Group's deferred income from the EIG was written down again by €1 million. On 14 January 2011 the TOUAX Group indirectly acquired a majority stake in the senior debt of the Modul Finance I EIG, represented by A units of the Moduloc private-debt fund. Holders of A units in the private-debt fund sold their units to a company incorporated in Luxembourg, HPMF, which financed this acquisition by issuing bonds. The TOUAX Group applied for 85% of the bonds issued, for a total of €7,048,000. At the same time, TOUAX sold its interest in the Module Finance I EIG and as a result no longer belongs to the EIG. Since the TOUAX Group bore most of the risks and received most of the benefits linked to operation of the EIG's assets, the EIG is fully consolidated at 31 December 2011. However, the EIG's results are fully recognized as a minority shareholding, since the TOUAX Group does not have any stake in this entity. Consolidated financial statements Financial information concerning the issuer’s assets, financial position and result 99
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2011 ANNUAL REPORT YO U R O P E R A
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Shipping containers N°1 in Europe
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2011 Report Our four business divis
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2011 Report SHIPPING CONTAINERS Glo
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2011 Report MODULAR BUILDINGS A cut
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2011 Report FREIGHT RAILCARS In Jul
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RIVER BARGES 2011 Report A range of
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Freight railcars France (technical
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2011 Report 1. diversification of i
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Contents 1. Persons responsible . .
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2. Statutory auditors 2.1. Statutor
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4. Risk factors TOUAX has reviewed
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4.2.3. Political risk ➜ Freight R
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4.4.4. Technological and quality ri
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➜ Risk of dilution for shareholde
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5.2. Investments 5.2.1. Principal i
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Breakdown by business of net capita
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In the medium-term, the Group seeks
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7.2. Parent-subsidiary relations TO
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The subsidiaries of TOUAX SCA are l
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9. Analysis of the financial positi
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13. Profit forecast or estimates 13
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Rules for distributing attendance f
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18. Main shareholders 18.1. Breakdo
Page 49 and 50: The transactions are summarized in
Page 51 and 52: Consolited income statement present
Page 53 and 54: Changes in consolidated Share Premi
Page 55 and 56: Consolidated cash flow statement at
Page 57 and 58: ➜ note 1.2. Estimates Drawing up
Page 59 and 60: Accordingly, as the Group does not
Page 61 and 62: If a CGU’s recoverable value is b
Page 63 and 64: In the case of assets valued at amo
Page 65 and 66: ❙ note 1.20.3. Leasing revenues L
Page 67 and 68: Company name Address percentage met
Page 69 and 70: note 3. Segment information ➜ not
Page 71 and 72: ➜ note 3.2. Balance sheet by divi
Page 73 and 74: December 31, 2009 Shipping Modular
Page 75 and 76: Notes regarding the Income Statemen
Page 77 and 78: note 10. Net distributions to inves
Page 79 and 80: ❙ note 13.1.2. Reconciliation bet
Page 81 and 82: Notes concerning the balance sheet
Page 83 and 84: note 18. Financial instruments ➜
Page 85 and 86: ➜ Fair value of financial instrum
Page 87 and 88: At December 31, 2009 Types of finan
Page 89 and 90: Clauses requiring the Group to be c
Page 91 and 92: note 20. Other current assets (€
Page 93 and 94: note 24. Other long-term liabilitie
Page 95 and 96: Hedging of interest rate risk The G
Page 97 and 98: ❙ Impact of the exchange rate on
Page 99: (€ thousands) Shipping Modular Ri
Page 103 and 104: Gold Container’s leasing of the T
Page 105 and 106: 20.3.2. Special report of the Statu
Page 107 and 108: 21. Additional information 21.1. Sh
Page 109 and 110: 21.2.3. Trading levels over the las
Page 111 and 112: The General Meeting may also decide
Page 113 and 114: 26. Reports of the managing partner
Page 115 and 116: ➜ Results Variation (€ thousand
Page 117 and 118: Modular Buildings: The leasing and
Page 119 and 120: ➜ TOUAX SCA term of payment In ac
Page 121 and 122: ➜ Shareholders A list of the shar
Page 123 and 124: Shipping Modular River Freight Corp
Page 125 and 126: IV. Other resolutions submitted to
Page 127 and 128: This authorization will be granted
Page 129 and 130: 27. report of the supervisory board
Page 131 and 132: It should be noted that, in order t
Page 133 and 134: ❙ 1.4. Supervisory Board 1.4.1. C
Page 135 and 136: Other corporate offices held: Vice-
Page 137 and 138: ➜ 2.1.3. Components of internal c
Page 139 and 140: ❙ Charges and trade accounts paya
Page 141 and 142: 28. Recently released information 2
Page 143 and 144: ➜ Modular Buildings: the revenue
Page 145 and 146: 29. Draft of resolutions Ordinary a
Page 147 and 148: TENTH RESOLUTION (renewal of a memb
Page 149 and 150: FIFTEENTH RESOLUTION (authorization
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10. Cash and capital . . . . . . .
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Notes . . . . . . . . . . . . . . .
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Tour Franklin, 23 ème étage 100-1
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2011 Annual report - touax group

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