quarterly report at 30 september 2012 - gruppo biancamano · 2012-11-14 · interim management...

Contents 2

www.gruppobiancamano.it

Quarterly Report

at 30 September 2012

www.gruppobiancamano.it

Contents 3

CONTENTS 1. COMPANY DATA AND CORPORATE BODIES .............................................................................................. 4

COMPANY DATA ..................................................................................................................................................... 4

2. BREAKDOWN OF THE CORPORATE BODIES ............................................................................................. 4

3. MAIN CONSOLIDATED ECONOMIC, FINANCIAL, CORPORATE AND OPERATING FIGURES...... 6

4. INFORMATION FOR SHAREHOLDERS .......................................................................................................... 7

4.1 THE BIANCAMANO GROUP COMPANY STRUCTURE.......................................................................... 7 4.2 SIGNIFICANT EVENTS OF THE THIRD QUARTER 2012 ....................................................................... 8 4.3 INFORMATION ON ALTERNATIVE PERFORMANCE INDICATORS ................................................... 9

4.4 ECONOMIC PERFORMANCE AND FINANCIAL POSITION ................................................................ 10 4.4.1 ECONOMIC PERFORMANCE.................................................................................................................... 10

4.4.2 EQUITY POSITION ..................................................................................................................................... 11

4.4.3 FINANCIAL POSITION............................................................................................................................... 12

4.5 SIGNIFICANT NON-RECURRING, ATYPICAL AND/OR UNUSUAL TRANSACTIONS ................... 17 4.6 BUSINESS CONTINUITY AND BUSINESS OUTLOOK ......................................................................... 17 4.7 SIGNIFICANT EVENTS OCCURRED AFTER 30 SEPTEMBER 2012 .................................................... 18 4.8 ADDITIONAL INFORMATION REQUESTED BY CONSOB .................................................................. 19

5 CONSOLIDATED FINANCIAL STATEMENTS AT 30 SEPTEMBER 2012 ............................................... 24

5.1 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ................................................................ 24 5.2 CONSOLIDATED INCOME STATEMENT ............................................................................................... 25 5.3 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ....................................................... 26

5.4 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY ............................................................... 27 5.5 CASH FLOW STATEMENT ........................................................................................................................ 30

6 BIANCAMANO S.P.A. FINANCIAL STATEMENTS AT 30 SEPTEMBER 2012 ....................................... 31

6.1 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ................................................................ 31 6.2 INCOME STATEMENT ............................................................................................................................... 32

6.3 STATEMENT OF COMPREHENSIVE INCOME ...................................................................................... 33 6.4 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY ............................................................... 34 6.5 CASH FLOW STATEMENT ........................................................................................................................ 35

Company data and Corporate Bodies 4

1. Company data and Corporate Bodies Company data

BIANCAMANO S.p.A. Registered office: Rozzano (Milan), Milanofiori, Strada 4, Palazzo Q6 Share capital: 1,700,000 euro fully paid in Registered in the Milan Register of Companies under no. 01362020081 Tax code and VAT no. 01362020081 Website: www.gruppobiancamano.it

2. Breakdown of the corporate bodies Board of Directors in office until approval of the financial statements closed on 31 December 2014

Mr. Giovanni Battista Pizzimbone Chairman and CEO born on 04.05.1966 in Savona (SV) Mr. Pierpaolo Pizzimbone Vice Chairman born on 04.03.1969 in Savona (SV) Mr. Massimo Delbecchi CEO born on 09.10.1963 in Imperia (IM) Ms. Rosalba Casiraghi Independent Director born on 17.06.1950 in Milan (MI) Mr. Giovanni Maria Conti Director born on 04.10.1964 in Milan (MI) Ms. Patrizia Polliotto Independent Director born on 21.03.1962 in Pinerolo (TO) Mr. Luigi Reale Independent Director born on 01.07.1955 in Siracusa (SR)

Board of Statutory Auditors in office until approval of the company financial statements closed on 31 December 2014

Mr. Enrico Maria Bignami Chairman born on 07.05.1957 in Milan (MI) Mr. Gianfranco Gabriel Statutory Auditor born on 17.10.1949 in Imperia (IM) Mr. Mario Signani Statutory Auditor born on 24.09.1953 in La Spezia (SP) Mr. Paolo Salvaderi Alternate Auditor born on 15.10.1963 in Milan (MI) Ms. Sara Anita Speranza Alternate Auditor born on 12.01.1972 in Luino (VA)

Manager responsible for the preparation of corporat e accounting documents

Ms. Alessandra De Andreis born on 07.02.1969 in Albenga (SV)

Company data and Corporate Bodies 5

Control and Risks Committee and Related Parties Com mittee in office until approval of the financial statements closed on 31 December 2014

Ms. Rosalba Casiraghi born on 17.06.1950 in Milan (MI) Mr. Giovanni Maria Conti born on 04.10.1964 in Milan (MI) Ms. Patrizia Polliotto born on 21.03.1962 in Pinerolo (TO)

Remuneration Committee and Appointments Committee in office until approval of the financial statements closed on 31 December 2014

Mr. Giovanni Maria Conti born on 04.10.1964 in Milan (MI) Ms. Patrizia Polliotto born on 21.03.1962 in Pinerolo (TO) Mr. Luigi Reale born on 01.07.1955 in Siracusa (SR)

Supervisory Board in office until approval of the financial statements closed on 31 December 2014

Mr. Alberto Bernardinello Chairman born on 23.05.1969 in Alassio (IM) Mr. Luigi Bricocoli born on 08.01.1964 in Foggia (FG) Mr. Marco Roncalli born on 30.03.1971 in Romano di Lombardia (BG) Mr. Nicola Corsico Piccolino born on 10.09.1982 in Ravenna (RA)

Investor Relator

Ms. Chiara Locati born on 14.04.1972 in Milan (MI)

Lead Independent Director

Mr. Luigi Reale

born on 01.07.1955 in Siracusa (SR) Ethics Committee in office until annulment or resignation

Mr. Lorenzo Reali Chairman born on 05.05.1935 in Bettona (PG) Ms. Maria Fernanda Stagno D’Alcontres born on 19.12.1963 in Messina (ME) Fr. Davide Maria Emilio Cito born on 29.10.1956 in Milan (MI)

Independent Auditing Firm the confirmed audit assignment is for the period 2006-2014

Mazars S.p.A. Corso di Porta Vigentina 35

Milan

Interim management report at 30 September 2012 6

3. Main consolidated economic, financial, corporate and operating

figures

Economic figures Values expressed in thousands of euro

30/09/2012 30/09/2011 Restated

30/09/2011 (published)

Total revenues 191,640 191,903 202,795 EBITDA 19,429 20,246 20,246 - From municipal waste management services 21,140 22,857 22,857 - From treatment and disposal services (1,192) (2,591) (2,591) EBIT 7,158 9,382 9,382 Profit before tax 1,377 4,607 4,607 Result from operating activities 261 1,227 1,227 Income from asset disposals - 1,421 1,421 Net Result 261 2,648 2,648

Financial figures 30/09/2012 31/12/2011 Restated

30/09/2011 Restated

Shareholders’ Equity 41,778 41,706 43,368 Investments 14,333 36,986 24,400 Working capital 26,243 20,796 49,583 Invested capital 182,828 171,759 192,019 Net Financial Position 141,084 129,938 148,651 (Restatement): Restated Income Statement: to make the figure comparable with the first nine months of 2012, it was restated to reflect both the effect of changing the method for accounting for revenues from temporary joint ventures which is not, however, as described below, a change in accounting policy, and the effect of correcting the error resulting from recognising deferred tax on goodwill recorded in the financial statements at 31 December 2009. Likewise, the Restated Consolidated Shareholders’ Equity as at 31 December 2011 reflects the correction of the error resulting from the recognition of deferred tax on goodwill.

Operating figures 30/09/2012 31/12/2011 30/09/2011

Number of employees 3,606 3,776 3,946 Number of operating units 82 85 82 Number of vehicles 3,290 3,257 3,208

Corporate Figures – Biancamano S.p.A. 30/09/2012 31/12/2011 30/09/2011 Share Capital (euro) 1,700,000 1,700,000 1,700,000 Number of ordinary shares 34,000,000 34,000,00 34,000,00

Number of treasury shares (held directly and indirectly) 1,300,311 1,300,311 1,300,311


4. Information for Shareholders In the first nine months of 2012, the difficult domestic and international financial and macroeconomic scenario negatively impacted the financial markets. The Biancamano share was negatively affected by the difficult conditions of the Italian economy and, especially, the difficulties linked to delayed Public Administration payments. In the first nine months of the financial year, its overall performance was negative by roughly 37%. Analyst Coverage The security is currently traded by 6 primary brokers: Mediobanca, Banca Imi, Intermonte, Integrae, Centrobanca, and Axia. The average target price is 1.3 euro per share; the graph below shows the breakdown of the ratings assigned by the different analysts (figures as at 24 October 2012).

Investor Relations. 6 road shows were made in the first nine months of the year (including two Star Conferences in Milan and London and 1 roadshow in Paris), a plenary presentation for Family Office Investor Day, a series of meetings and conference calls with institutional investors and analysts, entailing a total of about 250 contacts. The company also participated in the Green Investor Day event at the Italian Stock Exchange in July. Ownership structure The ordinary shareholders with an investment of over 2% at 30 September 2012 are:

Shareholder % held

Biancamano Luxembourg Sa 50.294%

Giuseppe Brivio 2.029%

Treasury shares (*) 3.824%

Other Shareholders 43.853%

* 2.939% is an indirect holding through the subsidiary Ponticelli S.r.l. ** 0.885% is held directly by Biancamano S.p.A.

Lastly, note that Biancamano Luxembourg S.A. does not exercise management and control over Biancamano S.p.A..

4.1 The Biancamano Group company structure On the reporting date, the Group’s company structure is the same as it was at 30 June 2012 and at 31 December 2011. The image below considers the main consolidated investees of Biancamano S.p.A.


Please note that, on 26 October 2012, the Board of Directors of Aimeri Ambiente S.r.l. - a subsidiary 99.9827% held by Biancamano S.p.A., with the remaining 0.0173% held by Giovanni Battista Pizzimbone - and the Board of Directors of Ponticelli S.r.l.- a subsidiary 95% held by Biancamano SpA with the remaining 5% held by Aimeri Ambiente S.r.l.- approved the plan for a merger by incorporation of Ponticelli S.r.l. into Aimeri Ambiente S.r.l. The transaction was also approved by the respective shareholders’ meetings on 12 November 2012. Therefore, the Group’s corporate structure will be as follows as of the effective merger date, established at 11:59 p.m. on 31 December 2012:

4.2 Significant events of the third quarter 2012 On 25 July 2012 , Biancamano Spa won, through its subsidiary Aimeri Ambiente S.r.l., the tender launched by the Taggia (IM) municipal authority, the project leader of the Municipalities of Badalucco, Carpasio, Ceriana, Castellaro, Montalto Ligure, Molini di Triora, Terzorio and Triora, associated pursuant to art. 30 of Italian Legislative Decree 267/2000. The contract regards municipal waste collection and transport services, street cleaning and information services for a total of approximately 20,200 residents. The contract is for 10 years and has a total value of 25,900 thousand euro, plus VAT. Aimeri Ambiente’s share as the principal of the temporary joint venture is approximately 10,400 thousand euro.

100%

95 % 99.98%

5%

Municipal waste management

services area

Treatment and disposal area


On 21 September 2012 , Biancamano S.p.A. won, through its subsidiary Aimeri Ambiente S.r.l., the tender launched by the Ceriale municipal authority in the province of Savona, where the Group has operated for approximately 10 years. The contract regards municipal waste collection and transport services and street cleaning services in the municipal area for a total of approximately 5,500 residents. The contract is for 7 years and has a total value of 8,800 thousand euro.

4.3 Information on alternative performance indicators In addition to traditional IFRS indicators, this report at 30 September 2012 presents a number of alternative performance indicators to offer an improved assessment of the economic, equity and financial position. As their measurement is not regulated by the reference accounting standards, the calculation method applied by the Group may not be identical to that adopted by others and therefore these indicators may not be comparable. However, the indicators should not be considered as replacements for the traditional IFRS indicators. The alternative performance indicators used are illustrated as follows:

• EBITDA (Gross Operating Result): means the profit of the year, gross of the amortisation of tangible and intangible fixed assets, provisions and write-downs, financial charges and income, the result of associated companies and income taxes.

• EBIT (Net Operating Profit): profit for the year gross of financial income and charges, the group share of the results of associates and income tax.

• Net Financial Position: means the current and non current financial debt minus the cash and cash equivalents and the financial assets.

• Overheads margin: the difference between shareholders’ equity plus non-current liabilities and non-current assets.

• Debt-Equity Ratio: the ratio between the Net Financial Position and consolidated shareholders’ equity.

• Net Working Capital: current assets net of cash, cash equivalents and financial assets, less non-financial current liabilities.

• Net Invested Capital: the algebraic sum of net fixed assets and net working capital, funds not previously taken into account, deferred tax liabilities and deferred tax assets.


4.4 Economic performance and financial position

4.4.1 Economic performance

Please note first and foremost that, in the first nine months of 2012, in order to optimise contract management, the accounting of revenues related to some temporary joint ventures (A.T.I.) exactly reflects the portion due to the Group on the basis of the A.T.I. regulation and the agreements formalised between the A.T.I. and the commissioning bodies, unlike was done in the past. As a result, for mere purposes of comparison - this case not being classified as a change in accounting standard - the figure as at 30 September 2011 has been properly restated. The main consolidated economic figures, therefore net of infragroup effects, can be summarised as illustrated in the following tables.


30/09/12 % 30/09/2011 Restated

% 30/09/2011 (Published)

%

Total revenues 191,640 100.0% 191,903 100.0% 202,795 100.0%

EBITDA 19,429 10.1% 20,246 10.5% 20,246 10.0%

- from municipal waste management services 21,140 10.9% 22,857 11.9% 22,857 11.3%

- from disposal services (1,192) (106.3%) (2,591) (145.4%) (2,591) (145.4%)

EBIT 7,158 3.7% 9,381 4.9% 9,382 4.6%

Result from operating activities 261 0.1% 1,227 0.6% 1,227 0.6%

Income from asset disposals - 0.0% 1,421 0.7% 1,421 0.7%

Net Result 261 0.1% 2,648 1.4% 2,648 1.3%


30/09/12 % 30/09/2011 Restated

% 30/09/2011 (Published)

%

Total revenues 191,640 100.0% 191,903 100.0% 202,795 100.0% Changes in inventories 903 0.5% 773 0.4% 773 0.4% Costs for production supplies (20,775) (10.8%) (20,271) (10.6%) (20,271) (10.0%) Service costs (42,183) (22.0%) (43,188) (22.5%) (54,079) (26.7%) Costs for the use of third-party assets (4,164) (2.2%) (5,214) (2.7%) (5,214) (2.6%) Personnel expense (103,264) (53.9%) (103,140) (53.7%) (103,140) (50.9%) Other operating (expense) income (702) (0.4%) (1,607) (0.8%) (1,607) (0.8%) Other (expense) income (2,025) (1.1%) 988 0.5% 988 0.5% EBITDA 19,429 10.1% 20,246 10.5% 20,246 10.0%

Total revenues as at 30 September 2012 totalled 191,640 thousand euro, and remained essentially stable compared to the corresponding figure from last year (191,903 thousand euro), in line with the directors’ forecasts on turnover trends for the second half of 2012. As is known, the economic situation and delayed Public Administration payments influenced the growth of the Group which, given the financial tensions, decided to change its commercial strategy by no longer bidding for the contracts it currently holds and which will soon expire which have recorded absolutely unsatisfactory collection terms, regardless of their profitability. In absolute value, EBITDA decreased from 20,246 thousand euro to 19,429 thousand euro, with a 10.1% percentage impact, essentially in line with the figure of 10.5% recorded as at 30 September 2011 despite: (i) the considerable increase of the fuel price (+ 20.8%), compensated with interventions aimed at improving the operational efficiency and reducing the consuptions; (ii) the negative effects of the staff cost increase due to renew of the Collective Agreement FISE-Assoambiente, effects that we were able


to limit thanks to a significant attention to the personnel management and to its efficient use. At last, we underline an incidence decrease in services spending, which were down from 22.5% to 22.0% thank to reorganization measures undertaken by management.In absolute terms, EBIT stood at 7,158 thousand euro, down 2,223 thousand euro compared to 2011. The percentage impact of EBIT on total revenues, at 3.7%, is down compared to that figure in 2011 (4.9%) due to the increase in the impact of depreciation and amortisation. The consolidated result before tax stood at 1,377 thousand euro with an impact on total revenues decreasing from 2.4% in 2011 to 0.7% in 2012. Profit before tax decreased compared to the previous year, as a result of the elements affirmed above as well as the higher impact of financial charges, which went from 3.8% in 2011 to 4.7% in 2012. Financial charges totalling 9,098 thousand euro are mainly related to interest payable on current accounts and accounts receivable financing, and factoring commissions applied on transferred credits which, in the first nine months of 2012, overall amounted to 125,312 thousand euro. Financial income totalling 3,318 thousand euro is related to on arrears interest due for Public Administration payment delays, to the extent established by regulations in force. The impact of financial income and charges on the income statement is reflected in the cash flows which are characterised, also in this case, by a temporal mismatch between payments (immediate) and collections (delayed) of charges and income with additional repercussions on the Group’s financial equilibrium. The increase in financial charges in absolute terms is mainly due to the increase in the conditions applied, in line with credit sector market trends. The incidence of taxes on revenues (0.6%) decreased compared to 2011 (1.8%) mainly as a result of the decrease in the net operating profit achieved. As a result of all of the above, the net consolidated result stood at 261 thousand euro, down compared to 2011.

4.4.2 Equity position

The main consolidated equity figures can be summarised as illustrated in the following table.

Equity figures Values expressed in thousands of euro

30/09/12 31/12/11 Restated

31/12/11 (Published)

Non-current assets 169,884 164,808 164,808

- of which net intangible assets 3,377 4,442 4,442

- of which net property, plant and equipment 145,684 142,058 142,058

Current assets 177,733 164,513 164,513

TOTAL ASSETS 347,617 329,321 329,321

Shareholders’ Equity 41,778 41,713 43,353

Medium/long-term liabilities 71,321 70,340 68,701

Current liabilities 234,518 217,267 217,267

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 347,617 329,321 329,321

OVERHEADS MARGIN (56,784) (52,755) (52,754)

The Restated figure as at 31 December 2011 reflects the correction of the error resulting from the recognition of deferred tax on goodwill.

Non-current assets Net fixed assets increased overall by 2,562 thousand euro in absolute terms. That increase is mainly the result of investments in new vehicles and equipment as well as the restoration of the Ponticelli disposal plant to safe conditions. The change in other non-current assets is insignificant.


Current assets Current assets increased by 13,221 thousand euro, largely due to the rise in trade receivables due from the Public Administration as a result of further payment extensions. Shareholders’ Equity Shareholders’ equity increased from 41,713 thousand euro in 2011 to 41,778 thousand euro in 2012. Overheads margin The overheads margin decreased from (52,755) thousand euro in 2011 to (56,784) thousand euro in 2012, due to the increase of non-current assets (from 164,808 thousand euro to 169,884 thousand euro) in relation to total shareholders' equity and non-current liabilities.

4.4.3 Financial position

The main consolidated financial figures can be summarised as illustrated in the following table.

Financial figures Values expressed in thousands of euro

30/09/12 31/12/2011 Restated


30/09/2011 Restated


NET FINANCIAL POSITION (141,048) (129,938) (129,938) (148,651) (148,651)

NET WORKING CAPITAL 26,243 20,796 20,796 49,583 49,583

NET INVESTED CAPITAL 182,827 171,653 173,292 192,019 193,590

DEBT-EQUITY ratio 3.38 3.12 3.00 3.43 3.31

CASH FLOW FIGURES

Cash flow generated (absorbed) from operating activities 5,199 28,668 27,098 (3,503) (5,260)

Cash flow generated (absorbed) from investment activities (16,224) (36,655) (36,655) (23,316) (23,316)

Cash flow generated (absorbed) from financial activities 2,078 (565) 1,006 16,100 17,857

TOTAL CASH FLOW (8,947) (8,552) (8,552) (10,720) (10,720)

The Restated figure from 2011 reflects the correction of the error resulting from the recognition of deferred tax on goodwill.


Net Financial Position

The following table illustrates the breakdown of the net financial position at the closing date of each period.

Consolidated Net Financial Position Values expressed in thousands of euro

30/09/12 31/12/11 30/09/11 Biancamano S.p.A. 30/09/12

A Cash 315 257 268 -

B Cash equivalents 581 9,589 7,413 447

C Securities held for trading - - - -

D Cash and cash equivalents (A) + (B) + (C) 897 9,845 7,681 447

E Current loans 4,900 4,829 4,745 10,712

F Current bank payables (49,601) (56,276) (64,930) (1,250)

G Current portion of non-current borrowings (6,175) (9,883) (7,213) -

H Other current loans payable (33,087) (22,068) (23,255) (102)

I Current loans payable (F) + (G) + (H) (88,863) (88,228) (95,399) (1,352)

J Net current financial position (E) + (I) (83,066) (73,553) (82,973) 9,808

K Non-current bank payables (18,305) (15,953) (21,068) -

L Bonds issued - - - -

M Other non-current payables (39,713) (40,433) (44,609) (907)

N Non-current financial position (K) + (L) + (M) (58,018) (56,385) (65,678) (907)

O Net Financial Position (J) + (N) (141,048) (129,938) (148,651) 8,901

At 30 September 2012, the net financial position of (141,048) thousand euro recorded a 11,110 thousand euro increase on the figure at 31 December 2011, and a decrease compared to the figure as at 30 September 2011. The 11,110 thousand euro change in net borrowing compared to 31 December 2011 is attributable to the free cash flow which was negative by 11,025 thousand euro, mainly generated by the combined effect of the following factors:

- cash flows generated by operating activities of 5,199 thousand euro (figure which was also impacted by the negative effect of the 22,180 thousand euro increase in amounts due from customers, as a result of delayed payments by the Public Administration);

- cash absorbed by investment activities for 16,224 thousand euro. Available liquidity, including unused lines of credit, stands at 5,425 thousand euro.

The table below also shows the breakdown of the net financial position of Group companies, including intragroup balances:

Values expressed in thousands of euro 30/09/12 31/12/11 30/09/11 Biancamano S.p.A. net financial po sition 8,901 9,580 9,807

- Of which loans (loans payable) to subsidiaries 5,776 3,196 - Aimeri Ambiente S.r.l. net financial position (131,600) (125,562) (145,580)

- Of which loans (loans payable) to associates 11,431 9,638 8,036 - Of which loans (loans payable) to parent company (5,776) (3,196) -

Ponticelli S.r.l. net financial position (17,500) (12,613) (11,447) - Of which loans (loans payable) to associates (11,431) (9,638) (8,036)

Elimination of Treasury shares (849) (1,344) (1,425) Consoli dated Net Financial Position (141,048) (129,938) (148,651)


As shown in the table below:

Values expressed in thousands of euro 30/09/12 % weighting

Cash, cash equivalents and securities 897 (0.6%)

Current loans 4,936 (3.5%)

Due to bank current accounts (6,387) 4.5%

Advances on invoices (43,215) 30.6%

Mortgages and loans due within 12 months (6,175) 4.4%

Due on leases within 12 months (19,870) 14.1%

Other current loans payable (13,212) 9%

Total current net financial position (83,025) 58.9%

Mortgages and loans due after 12 months (18,305) 13.0%

Due on leases after 12 months (39,713) 28.2%

Total non -current financial position (58,018) 41.1%

Net Financial Position (141,048) 100.0%

The structure of the Group’s NFP is characterised by a significant use of financial leasing and advance invoicing (so-called self-liquidating lines of credit).

Net working capital

The following table illustrates developments in consolidated net working capital for each period.

Net Wor king Capital Values expressed in thousands of euro

30/09/12 31/12/11

Inventories 2,901 1,999

Trade receivables 156,678 134,497

Other current assets 8,294 10,982

Tax receivables 4,025 2,358

Current Assets 171,899 149,836

Trade payables (78,735) (77,348)

Tax payables (36,141) (28,054)

Other current loans and liabilities (30,780) (23,637)

Current liabilities (145,655) (129,039)

Net Working Capital 26,243 20,796

Consolidated net working capital rose from 20,796 thousand euro in 2011 to 26,243 thousand euro in the first nine months of 2012, up 5,447 thousand euro largely due to the increase in trade receivables as a result of the further extension of Public Administration payment terms. As at 30 September 2012, the amounts due to the Group from customers (net of invoices to be issued and the provision for write-downs) total 143,114 thousand euro, mainly for services rendered to the public administration.


The table below shows amounts past due as at 30 September 2012. DUE FROM CUSTOMERS Values expressed in thousands of euro

Total Near due Past due Past due > 9 months

TOTAL 143,114 37,307 105,806 50,078

As shown above, the Group has 143,114 thousand euro in past due receivables, of which 50,078 thousand euro is over nine months past due. Within the scope of its activities of credit management in response to payment delays, the Group has obtained IAS-compliant factoring arrangements. These factoring arrangements envisage block disposal with and without recourse of trade receivables due to Aimeri Ambiente from its Public Administration customers and area companies with public shareholders. Please note that, partially due to the credit crisis and the concomitant macroeconomic financial situation, the Group had greater difficulty liquidating receivables than it has had in the past, as a result of a much more restrictive and selective approach taken by financial institutions in relation to public debtors and area companies with public shareholders, particularly in central and southern Italy. The table below shows the disposals without recourse, for which the transferred receivable was derecognised, and with recourse, for which vice versa the Group did not transfer insolvency risk to the transferee:

DISPOSALS 30/09/2012 30/09/2011

Disposal of receivables without recourse 115,586 132,820

Disposal of receivables with recourse 9,725 -

Total 125,312 132,820

For more details on net working capital trends in the reporting period, particularly regarding past due payables and receivables, please see paragraph 4.8.b


Net Invested Capital

Values expressed in thousands of euro

30/09/2012 31/12/2011 Restated


Fixed assets 169,884 164,808 164,808

Intangible assets 14,162 15,227 15,227

Property, plant and equipment 145,684 142,058 142,058

Financial assets 7,747 5,857 5,857

Prepaid tax assets 2,290 1,667 1,667

Available -for -sale assets net of rela ted liabilities - - -

Net capital from operating activities 80,845 59,148 59,148

Inventories 2,901 1,999 1,999

Trade receivables 156,678 134,497 134,497

Trade payables (-) (78,735) (77,348) (77,348)

Working capital from operating act ivities (54,598) (38,348) (38,348)

Other assets 12,322 13,343 13,343

Other liabilities (-) (66,921) (51,691) (51,691)

Invested capital less liabilities for the year 196,130 185,608 185,608

Employee -related provisions ( -) (5,406) (6,242) (6,242)

Provisions for risks and charges ( -) (1,891) (1,891) (1,891)

Deferred tax provisions ( -) (5,176) (5,104) (3,465)

Derivative instruments (829) (718) (718)

NET INVESTED CAPITAL 182,827 171,653 173,292

Funded by:

Shareholders’ Equity: 41,778 41,714 43,353

Net funding 141,048 129,938 129,938

TOTAL SOURCES OF FUNDING 182,827 171,653 173,292

The Restated figure from 2011 reflects the correction of the error resulting from the recognition of deferred tax on goodwill.

The net invested capital totalled 182,827 thousand euro, compared to 171,653 thousand euro in 2011 (+11,174 thousand euro). The difference is mainly due to the increase in capital from operating activities and, significantly, the increase in trade receivables due from the Public Administration (+14%) against the stability of liability provisions; in fact, trade payables basically remained stable (+1.8%).

Cash flows

Group operating activities generated cash flows of 5,199 thousand euro.

Investment activities absorbed cash flows for 16,224 thousand euro and, as in the previous year, regarded operating assets, mainly industrial vehicles and waste containers.

Lastly, cash flows generated by financial activities totalled 2,078 thousand euro.


4.5 Significant non-recurring, atypical and/or unusual transactions In the first nine months of 2012, the Group did not implement significant transactions qualifying as non-recurring, atypical and/or unusual under the terms of Consob Communication no. DEM/6064293 of 28 July 2006.

4.6 Business continuity and business outlook As already mentioned in the consolidated half-yearly report as at 30 June 2012, approved on 27 August - the full content of which is referenced and should be referred to (see §§ 4.5, page 13) - the financial and economic situation for this financial year continues to be characterised by a further extension in the Public Administration’s average payment terms and the simultaneous lower propensity of the credit system to permit the advance liquidation of those receivables to an adequate extent, especially if they are due from Local Authorities and state-owned area companies (A.T.O.) located in central and southern Italy. Those factors accentuated the Group’s financial tension, with negative repercussions on liquidity and on the need to postpone the payment of certain past due payables. This being said, to update and supplement what has already been noted in the half-yearly report, please note the following:

i. at 30 September 2012, the Group once again achieved a broad operating margin; ii. the forecast treasury plan approved by the Aimeri Ambiente Board of Directors on 22 August was

essentially respected; in particular, the essential condition of liquidation by factoring companies was satisfied, which made it possible, as forecast, to pay over 10 million euro of past due tax payables through the institution of voluntary correction; please recall that the aforementioned plan compares monthly income and outlays forecast until 31 December 2013 and shows a progressive return to sustainable financial equilibrium beginning in the first half of 2013.

iii. the request to restructure repayment schedules in order to further reduce cash absorption is currently being extended to other leasing companies as well (besides Leasint and Iveco Finance, which together, represent approximately 60% of the debt and which have already agreed);

iv. the Group has worked with the leading reference banks to increase its facilities for the liquidation of receivables due from the Public Administration, or to enable greater use of existing lines by restructuring the limits. Within this context, please note, inter alia: • that IFITALIA Spa, the BNL BNP Paribas Group factoring company, resolved to increase the

credit line granted from 45 to 55 million euro; • Unicredit Credit Management Bank Spa, of the Unicredit Group, acquired past due

receivables totalling approximately 4.5 million euro; • BNL granted a waiver for the covenants that were not respected in relation to the existing

acquisition financing; v. it is confirmed that the economic/financial plan for 2013-2015 is currently being prepared with the

support of leading outside professionals of recognised standing, and will be launched before the end of this financial year;

vi. on 4 October 2012, the subsidiary Aimeri Ambiente initiated a workforce reduction procedure pursuant to articles 4 and 24, Italian Law no. 223 of 23 July 1991, which regards approximately 5% of the workforce. It was necessary to initiate this procedure since, in the course of 2012, Aimeri Ambiente had to face, on one hand, the progressive extension of the Public Administration’s average payment terms, accentuated as a result of the continuation of the country’s economic and financial situation, with a resulting increase in the financial cost to liquidate trade receivables due from the Public Administration (financial charges +14% compared to 30 September 2011) and, on the other, the increase in the price of motor fuel (+20.8%), which is a particularly significant cost item for the company, as well as an increase in employee costs after the sector national collective labour agreement was renewed.


Through a negotiation table, together with the Social Partners, the Group is researching possible solutions which will make it possible, on one hand, to maintain job security and, on the other, enable the company to achieve analogous economic and financial savings.

vii. Biancamano is valuating, with lawyers support, the legal actions to take against the customers which are or will be late with payments;

viii. still from the operational perspective, even with the disadvantage of a significant future decrease in turnover, the following decisions have been confirmed:

• changing the selective approach for participation in tenders, focusing choices on administrations which are more reliable in terms of payments;

• no longer bidding for certain contracts it currently holds and which will soon expire which have recorded absolutely unsustainable and unsatisfactory collection terms, and also, for contracts with similar characteristics that are not about to expire, assessing the possibility of activating a consensual contract termination;

• significantly decreasing planned investments. Given the above, the recent new regulatory elements concerning Public Administration payment times and offsetting receivables should also be positively assessed. The following are particularly important for the Biancamano Group: - the incorporation into our legal system of the European late payments directive, concerning

maximum times allowed for the Public Administration to pay its suppliers. The regulation sets forth that, beginning on 1 January 2013, the Public Administration must pay its suppliers within 30 days, which can be extended to 60 days only in specific cases. The regulation also sets forth that on arrears interest will automatically begin to accrue (calculated at the ECB rate increased by 8 percentage points) on the day after the payment due date and that contractual clauses which can avoid or limit the regulation’s effects shall be null;

- the entry into force of regulations which simplify and speed up the Public Administration’s (obligatory) issue of the certification of receivables, set forth in ministerial decrees of 22 May and 25 June 2012 and which will permit, within timeframes established by law, companies like the Biancamano Group to have a claim which makes its receivables certain, liquid and collectable. When fully operational, that certification procedure will be managed through an electronic platform. The first expiry is for the Public Administration: government administrations and national public authorities, regions and autonomous provinces, local authorities and bodies of the National Health Service have 30 days, beginning from 18 October, to request authorisation to use the system on the relative website. At that point, the holders of receivables due from the Public Administration must request the authorisation. The receivables must comply with specific requirements: not time-barred, certain, liquid and collectable, deriving from contracts concerning supplies, provisions and tenders with regard to a Public Administration. Once authorised to use the platform, those creditors can submit petitions to debtors for the certification of the receivable by filling out the form automatically generated by the portal.

- the approval of the draft law on simplifications, which still has to go through the parliamentary procedure, which includes, amongst the measures with the highest forecast impact, the possibility to use receivables due from the Public Administration which are certified according to the procedures described above to offset contributions due to INPS and INAIL

In consideration of the above, the directors drew up this report as at 30 September 2012 assuming business continuity.

4.7 Significant events occurred after 30 September 2012 As part of the corporate reorganisation process launched by the Group in order to achieve higher operating effectiveness and efficiency, on 26 October 2012 the Board of Directors of Aimeri Ambiente S.r.l. - a subsidiary 99.9827% held by Biancamano S.p.A., a company listed on the Italian Stock Exchange Star Segment, with the remaining 0.0173% held by Giovanni Battista Pizzimbone - and the


Board of Directors of Ponticelli S.r.l.- a subsidiary 95% held by Biancamano Spa with the remaining 5% held by Aimeri Ambiente S.r.l.- approved the plan for a merger by incorporation of Ponticelli S.r.l. into Aimeri Ambiente S.r.l. The merger will take place within the context of achieving a unitary corporate reorganisation design, which will make it possible to optimise the management of resources and economic/financial flows generated by activities which are currently managed separately. Furthermore, it will produce significant synergies caused by the elimination of corporate and administrative redundancies, resulting in general overhead expense savings. The merger by incorporation was also approved by the respective shareholders’ meetings on 12 November 2012. It will become effective at 11:59 p.m. on 31 December 2012.

4.8 Additional information requested by Consob The additional quarterly information requested by Consob in its fax of 13 September 2012 is summarised below:

a) The net financial position of this Company and of its Group, with reporting of short-term components separate from medium/long-term components: please see paragraph 4.4.3 Financial position.

b) The Company’s and the Group’s past due payables, broken down by type (financial, trade, tax and social security) and any related resulting initiatives by Group creditors (requests, injunctions, supply interruptions, etc.):

Past-due payables due to third parties as at 30/09/2012 Classified by type Values expressed in thousands of euro

Total Biancamano Past due

Group Past due

Trade payables 78,735 544 46,619 Financial payables 146,881 - 1,656 Social Security payables (*) 21,165 - 5,008 Tax payables 36,141 2,355 15,995

Total past -due payables due to third parties 282,922 2,899 69,278

(*) The Social Security Payables figure refers to past due payables due to Previambiente and pension funds.

Besides amounting to breach of contract, the Public Administration’s pathological payment delays, combined with uncertain collection times which in fact hinders accurate financial planning, requires companies like the Group to accrue significant costs, from both the economic and financial perspective, as well as from the point of view of legal disputes as a natural result. The Public Administration’s payment delay actually amounts to, in some cases, a financially attractive contractual violation, which it knowingly uses given: (i) the absolute lack, to date, of the dissuading effect of adequate legal regulations (ii) the slowness of collection procedures and the greater protection that it legally enjoys in relation to its suppliers. Despite the scenario described above, the Group achieved an apparently positive return, thanks to increasingly incisive debt collection activities, also by utilising the instrument of orders for payment, totalling approximately 44,000 thousand euro. In fact, many Administrations summoned recognised their debt by signing suitable repayment schedules, so that the order for payment would be withdrawn. Strong from this action, the Group in turn rescheduled new repayment plans for its debts with some trade partners and it also planned the payment of amounts due to the tax authorities and to the Previambiente complementary employee pension fund at their natural expiry. Nonetheless, the Public Administration’s reiterated and unacceptable lack of respect of both the original contractual provisions and the subsequent out-of-court agreements, inevitably placed the Group in the situation of not being able to honour, partially in turn, what was agreed upon and set forth.


The inevitable consequence of the above was: (i) the initiation by some trade partners of actions before the court against the Group, aimed at collecting their receivables, for a total of approximately 17,000 thousand euro, including approximately 10,000 thousand euro which has already been settled, while the remaining portion is currently being settled; (ii) the need to postpone the payment of amounts due to the tax authorities, relying on the institution of voluntary correction, or the regulatory provisions which permit payment extensions; (iii) the need to partially postpone the payment of the amount due to the Previambiente complementary employee pension fund. Finally, please note the following:

- past due loans payable mainly regard payables for leasing which is “technically past due” pending the formalisation of the relative repayment schedules by some small leasing companies.

- to date, the Group has no past due social security payables due to INPS or INAIL. - with reference of Previambiente the Group is working with the counter-party (Labor Union) in

order to define its position, as already done in the past. - the short-term budgetary treasury plan approved by Aimeri Ambiente Board of Directors on 22

August was substantially fulfilled; in particular, the essential requirement of liquidation by the factors which enabled, as planned, to pay more than Euro 10 million of tax payables due through the redemption of delinquent taxes.

c) The transactions of this Company and of its Group with related parties:

the table below shows the trade and financial transactions which occurred with related parties.

Biancamano S.p.A. Values expressed in thousands of euro

Trade Transactions

Trade Receivables

Trade Payables Revenues Costs

Related parties

Immobiliare Riviera Srl - 18 - 8

Aimeri Ambiente S.r.l. 816 33 4,481 53

Ponticelli S.r.l. 299 - 39 -

Total 1,114 51 4,521 61

Professional fees

The Key Rules Company S.r.l. - - - 4

Total - - - 4

Total 1,114 51 4,521 65

The trade transactions which occurred with the following counterparties regard:

- Immobiliare Riviera S.r.l., a subsidiary of Biancamano Luxembourg SA, which in turn is the holding company of Biancamano S.p.A.: the transactions implemented regard the payment of lease fees. Such transactions are settled at arm’s length conditions, taking into account the characteristics of the goods and services provided.

- Aimeri Ambiente S.r.l. and Ponticelli S.r.l., subsidiaries of Biancamano S.p.A.: the transactions implemented regard intragroup service transactions which basically include: (i) administrative assistance; (ii) service provision agreements; (iii) marketing and promotional activities. The contracts entered into by the parties on 8 September 2010, as amended, envisage the payment of an annual fee of 5,800 thousand euro for Aimeri Ambiente S.r.l. and of 50 thousand euro for Ponticelli S.r.l.

- Key Rules Company S.r.l. is a related party as Enrico Maria Bignami, Chairman of the Biancamano S.p.A. Board of Statutory Auditors has an investment in its company capital. The Group signed a software license purchasing agreement with this company and a related contract for purchase of the software user licence for automation of the reporting system as envisaged in the Supervisory Authority's Model 231/01. The annual service fee was contractually established at 2.5 thousand euro + VAT.


Financial Transactions

Biancamano s.p.A. Values expressed in thousands of euro

Financial Receivables

Financial Payables

Financial income

Financial charges

Related parties

Aimeri Ambiente S.r.l. 5,776 - 134 -

Total 5,776 - 134 -


The financial transactions regard to the interim financing account held with the Group treasury, on which interest matures at arm’s length conditions. As at 30 September 2012, the following interim financing accounts are active:

- Biancamano S.p.A. in favour of Aimeri Ambiente S.r.l. for 5,776 thousand euro; - Aimeri Ambiente S.r.l. in favour of Ponticelli S.r.l. for 11,431 thousand euro.

Trade Transactions

Biancamano Group Values expressed in thousands of euro

Trade Receivables Trade Payables Sales Purchases

Related parties

Immobiliare Riviera Srl - 324 - 432

Ambiente 33 s.c.a r.l. 304 - 66 -

Manutencoop Formula Pomezia S.c.a r.l. 76 245 27 106

Total 380 568 93 537

Profess ional fees

The Key Rules Company S.r.l. - - - 4

Total - - - 4

Total 380 568 93 541

The trade transactions which occurred with the following counterparties regard:

- Immobiliare Riviera S.r.l., a subsidiary of Biancamano Luxembourg SA, which in turn is the holding company of Biancamano S.p.A.: the transactions implemented regard the payment of lease fees. Such transactions are settled at arm’s length conditions, taking into account the characteristics of the goods and services provided.

- Ambiente 33 s.c.a r.l., 80% owned by Aimeri Ambiente, and currently inactive, was established to manage services for the transport and collection of municipal waste, separated waste, street cleaning and related waste management services, assigned by the inter-municipal consortium of “Vallesina Misa” to partners in a temporary joint venture). The transactions executed regard container rental;

- Manutencoop Formula Pomezia S.c.a r.l., 50% owned by Aimeri Ambiente, and currently inactive, was established for the combined provision of municipal waste management services and complementary services assigned by the Pomezia Municipal Authority, which are currently carried out by Aimeri Ambiente S.r.l.);

- Key Rules Company S.r.l. is a related party as Enrico Maria Bignami, Chairman of the Biancamano S.p.A. Board of Statutory Auditors has an investment in its company capital. The Group signed a software license purchasing agreement with this company and a related contract for purchase of the software user licence for automation of the reporting system as envisaged in the Supervisory Authority's Model 231/01. The annual service fee was contractually established at 2.5 thousand euro + VAT.

d) Any failure to respect covenants, negative pledges and any clause concerning the Group’s indebtedness, involving limits to the use of financial resources, with an updated report of the level of compliance with said clauses:

as of the reporting date, there is an existing medium/long-term loan contract granted by BNL in relation to the acquisition of the company Manutencoop Servizi Ambientali S.p.A., which requires compliance with some covenants. Those covenants are calculated half-yearly on each calculation date solely on the basis of consolidated annual and half-yearly reports approved and certified for the parent company, Biancamano S.p.A.. At 30 June 2012 the following covenants:

- Debt Cover Ratio: Net Borrowings/EBITDA


- Gearing Ratio : Net Borrowings/Shareholders’ Equity - ICR: Net Financial Charges/EBITDA

were not respected. On 4 October 2012, BNL notified the Company that it resolved to issue a contractual waiver on the existing loan; in particular, the bank decided to not make use of the right of early termination of the loan contract and to waive the right to request compliance with the covenants in relation to the condensed consolidated half-yearly financial statements as at 30 June 2012. As is customary in contracts of the same type, besides compliance with covenants, the possibility is set forth that when specific events occur (called Significant Events), the lending bank can terminate the contract or enforce the acceleration clause or withdraw from the contract. Other than failure to comply with the covenants, those significant events have not occurred to date.

e) The implementation status of the 2013-2016 economic/financial plan, indicating any variances

between actual and forecast data: With reference to the approval of the economic/financial plan, on 30 July 2012, Biancamano hired leading outside professionals of recognised standing to assist the company in preparing only the financial portion of the 2013-2015 long-term plan on the basis of the strategic guidelines and operating instructions already set forth in the financial report as at 30 June 2012 and subject to an additional assessment by the management bodies and the Board of Directors. The new economic/financial plan shall be submitted for the approval of the Board of Directors by the end of the year.

Rozzano (MI), 13 November 2012

Financial statements 24

BIANCAMANO GROUP CONSOLIDATED FINANCIAL STATEMENTS

5 Consolidated financial statements at 30 September 2012

5.1 Consolidated statement of financial position

Consolidated statement of financial position Values expressed in thousands of euro

30/09/2012 of which Related Parties

31/12/2011 Restated

of whic h Related Parties


of which Related Parties

Non-current assets: Property, plant and equipment 145,684 - 142,058 - 142,058 - Goodwill 10,785 - 10,785 - 10,785 - Other intangible assets 3,377 - 4,442 - 4,442 - Investments 896 - 894 - 894 - Non-current financial assets 158 - 158 - 158 - Receivables and other non-current assets 6,693 - 4,804 - 4,804 - Prepaid taxes 2,290 1,667 - 1,667 - Total non -current assets 169,884 164,808 - 164,808 - Current assets: Inventories 2,901 - 1,999 - 1,999 - Trade receivables 156,678 380 134,497 310 134,497 310 Other current assets 8,294 - 10,982 - 10,982 - Tax receivables 4,025 - 2,358 - 2,358 - Current financial assets 4,938 - 4,832 - 4,832 - Cash and cash equivalents 897 - 9,845 - 9,845 - Total current assets 177,733 380 164,513 310 164,513 310 Available -for -sale assets - - - Total Assets 347,617 380 329,321 310 329,321 310 Shareholders’ Equity: Capital 1,700 - 1,700 - 1,700 - Revaluation reserve 932 - 964 - 964 - Other reserves 41,985 - 38,120 - 38,120 - Treasury shares (3,039) - (3,039) - (3,039) - Consolidation reserve 1,748 - 1,751 - 1,751 - Retained earnings (1,815) - 702 - 2,273 - Profit (loss) for the year 261 - 1,507 - 1,576 - Total Group Shareholders’ Equity 41,772 - 41,706 - 43,346 -

Shareholders’ Equity – minority interests 6 - 7 - 7 - Total Shareholders' Equity 41,778 - 41,713 - 43,353 - Non-current liabilities: Medium/long-term borrowings 58,018 - 56,385 - 56,385 - Long-term derivatives 829 - 718 - 718 - Provisions for risks and charges 1,891 - 1,891 - 1,891 - Employee benefits 5,406 - 6,242 - 6,242 - Deferred taxes 5,176 - 5,104 - 3,465 - Non-current financial liabilities - - - - - - Other non-current loans and liabilities - - - - - - Total non -current liabilities 71,321 - 70,340 - 68,701 - Current liabilities: Short-term borrowings 75,651 - 86,279 - 86,279 - Short-term derivatives - - - - - - Current financial liabilities 13,212 - 1,949 - 1,949 - Trade payables 78,735 568 77,348 684 77,348 684 Tax payables 36,141 - 28,054 - 28,054 - Other current loans and liabilities 30,780 - 23,637 - 23,637 - Total current liabilities 234,518 568 217,267 684 217,267 684 Liabilities linked to assets for disposal - - Total Shareholders' Equity and Liabilities 347,617 568 329,321 684 329,321 684


5.2 Consolidated Income Statement

Consolidated Income Statement Values expressed in thousands of euro

30/09/2012 of which

Related Parties

% 30/09/2011 Restated

of which

Related Parties

% 30/09/2011 (Published)

of which

Related Parties

%

Total revenues 191,640 93 100.0% 191,903 67 100.0% 202,795 67 100.0%

Changes in inventories 903 - 0.5% 773 - 0.4% 773 - 0.4%

Costs for production supplies (20,775) - (10.8%) (20,271) - (10.6%) (20,271) - (10.0%)

Service costs (42,183) (138) (22.0%) (43,188) (64) (22.5%) (54,079) (64) (26.7%)

Costs for the use of third-party assets (4,164) (432) (2.2%) (5,214) (22) (2.7%) (5,214) (22) (2.6%)

Personnel expense (103,264) - (53.9%) (103,140) - (53.7%) (103,140) - (50.9%)

Other operating (expense) income (702) - (0.4%) (1,607) - (0.8%) (1,607) - (0.8%)

Other (expense) income (2,025) - (1.1%) 988 - 0.5% 988 - 0.5%

Total costs (172,210) (570) (89.9%) (171,658) (86) (89.5%) (182,549) (86) (90.0%)

Gross Operating Profit 19,429 (477) 10.1% 20,246 (19) 10.5% 20,246 (19) 10.0%

Provisions and write-downs (500) - (0.3%) (900) - (0.5%) (900) - (0.4%)

Amortisation/depreciation (11,772) - (6.1%) (9,964) - (5.2%) (9,964) - (4.9%)

Write-down of fixed assets - - 0.0% - - 0.0% - - 0.0%

Net Operating Profit 7,158 (477) 3.7% 9,381 (19) 4.9% 9,382 (19) 4.6%

Associates consolidated to equity - - 0.0% 30 - 0.0% 30 - 0.0%

Financial charges (9,098) - (4.7%) (7,268) - (3.8%) (7,268) - (3.6%)

Financial income 3,318 - 1.7% 2,464 80 1.3% 2,464 80 1.2%

Result for the Year 1,377 (477) 0.7% 4,607 61 2.4% 4,607 61 2.3%

Taxes (1,116) - (0.6%) (3,380) - (1.8%) (3,380) - (1.7%)

Net result from operating activities 261 (477) 0.1% 1,227 61 0.6% 1,227 61 0.6%

Income from asset disposals or assets held for disposal

- - 0.0% 1,421 - 0.0% 1,421 - 0.7%

Net result for the period (Group and Minority Inter ests) 261 (477) 0.1% 2,648 61 1.1% 2,648 61 1.3%

Pertaining to minority interests 0.302 - 0.0% 2.036 - 0.0% 2.036 - 0.0%

Pertaining to the Group 261 (477) 0.1% 2.646 61 1.1% 2.646 61 1.3%

Earnings per share on the Group result 0.01 - 0.0% 0.08 - 0.0% 0.08 - 0.0%

Diluted earnings per share on the Group result 0.01 - 0.0% 0.08 - 0.0% 0.08 - 0.0%

Earnings per share from Group operating activities

0.01 - 0.0% 0.04 - 0.0% 0.04 - 0.0%

Diluted earnings per share from Group operating activities

0.01 - 0.0% 0.04 - 0.0% 0.04 - 0.0%

Earnings per share from Group asset disposals or assets held for disposal

- - 0.0% 0.04 - 0.0% 0.04 - 0.0%

Diluted earnings per share from Group asset disposals or assets held for disposal

- - 0.0% 0.04 - 0.0% 0.04 - 0.0%


5.3 Consolidated Statement of Comprehensive Income

Statement of Comprehensive Income 30/09/2012 % 30/09/2011 Restated

% 30/06/2011 (published)

%

Profit (loss) - (A) 261 0.1% 2,648 1.4% 2,648 1.3%

changes in the revaluation reserve (32) (0.0%) 14 0.0% 14 0.0%

effective portion of profit or loss on hedges (IAS 39) (81) (0.0%) - 0.0% - 0.0%

Total other profit (loss), net of tax effects (B) (113) (0.1%) 14 0.0% 14 0.0%

Total consolidated comprehensive income for the yea r (A) + (B) 148 0.1% 2,662 1.4% 2,662 1.3%

pertaining to the Group 148 0.1% 2,661 1.4% 2,661 1.3%

pertaining to minority interests 0.172 0.0% 0.406 0.0% 0.406 0.0%


5.4 Statement of changes in shareholders’ equity

Group Shareholders’ Equity Description Values expressed in thousands of euro

Share Capital

Revaluation reserve

Other reserves Treasury shares

Consolidation reserve

Retained earnings (losses)

Net result for the period

Group Shareholders’

Equity

Legal reserve

Distributable reserve

Other IFRS

reserves

Treasury shares reserve

Cash flow

hedge reserve

Share premium reserve

1 January 2011 Published 1,700 1,066 573 2,202 (1,194) 3,039 (371) 31,415 (3,039) 1,751 3,431 3,027 43,601

Allocation of results - (115) 633 2,045 (423) - - - - - (955) (3,027) (1,841)

Other changes in shareholders' equity - - - 729 - - - - - - (212) - 517

Error correction - - - - - - - - - - (1,571) - (1,571)

Result for the period - 13 - - - - - - - - 2,648 2,661 of which Profit (Loss) recognised directly to Shareholders’ Equity - 13 - - - - - - - - - - 13

of which Profit (Loss) for the period - - - - - - - - - - - 2,648 2,648 30 September 2011 Restated 1,700 966 1,206 4,976 (1,617) 3,039 (371) 31,415 (3,039) 1,751 693 2,648 43,367 30 June 2011 P ublished 1,700 966 1,206 4,976 (1,617) 3,039 (371) 31,415 (3,039) 1,751 2,258 2,648 44,931


Description Values expressed in thousands of euro

Share Capital

Revaluation reserve


Consolidation reserve


Net result for the period

Group Shareholders’

Equity

Legal reserve


Other IFRS

reserves

Treasury shares reserve

Cash flow

hedge reserve


1 January 2012 Published 1,700 966 1,206 4,969 (1,617) 3,039 (520) 31,043 (3,039) 1,751 2,273 1,576 43,346

Allocation of results - - 161 3,785 - - - - - - (2,370) (1,576) -

Other changes in shareholders' equity - - - - - - - - - (3) (79) - (82)

Error correction - - - - - - - - - - (1,640) - (1,640)

Result for the period - (31) - - - - (81) - - - - 261 148 of which Profit (Loss) recognised directly to Shareholders’ Equity - (31) - - - - (81) - - - - - (113)

of which Profit (Loss) for the period - - - - - - - - - - - 261 2,648 30 September 2012 1,700 932 1,366 8,755 (1,617) 3,039 (601) 31,043 (3,039) 1,747 (1,815) 261 41,772


Shareholders’ Equity – minority interests

Description

Share Capital

Revaluation reserve

Other reserves Consolidation reserve


Profit (loss) for the year

Shareholders’ Equity – minority interests

Legal reserve


Other IFRS

reserves

Cash flow

hedge reserve

1 January 2011 3.772 0.911 0.110 0.392 (1.119) (0.030) (0.007) 1.494 1.100 6.623

Allocation of 2010 results - (0.002) 0.181 0.393 (0.008) - - - (1.010) (1,100) (1.548) Other changes in shareholders' equity - - - 0.237 - - - - - 0.237

Comprehensive result for the period - - - - - - - - - 2.036 2.036

30 September 2011 3.772 0.909 0.291 1.021 (1.127) (0.030) (0.007) 0.484 2.036 7.348

1 January 2012 3.772 0.911 0.290 0.810 (1.108) (0.104) (0.007) 1.494 0.609 6.667

Allocation of 2011 results - - 0.032 0.211 - - - - (0.005) (0.609) (0.371) Other changes in shareholders' equity - (0.003) - - - (0.011) - (0.052) - - (0.066)

Comprehensive result for the period - - - - - - - - (0.339) 0.423 0.084

30 September 2012 3.772 0.908 0.322 1.021 (1.108) (0.115) - (0.059) 1.150 0.423 6.314


5.5 Cash Flow Statement

Consolidated Cash Flow Statement Values expressed in thousands of euro

30/09/2012 30/09/2011 Restated


31/12/2011 Restated


Net Group result for the period 261 2,646 2,646 1,509 1,577 Pertaining to minority interests - - - Adjustments to items with no effect on cash and cash equivalents: Depreciation/amortisation of property, plant, equipment and intangible assets 11,772 9,964 9,964 14,129 14,129 Write-downs on loans - - 4,484 4,484 Provisions for risks and charges - 900 900 1,371 1,371 (Increase)/decrease in prepaid taxes (623) (861) (861) (574) (574) Increase/(decrease) in deferred taxes 72 1,703 (54) 2,219 580 Operating profit prior to changes in working capita l 11,482 14,353 12,596 23,138 21,567 (Increase)/decrease in inventories (903) (995) (995) (229) (229) (Increase)/decrease in current receivables (22,180) (24,404) (24,404) (23,630) (23,630) (Increase)/decrease in tax receivables (1,668) 687 687 (609) (609) (Increase)/decrease in other current assets 2,688 (7,434) (7,434) (3,889) (3,889) Increase/(decrease) in current payables 1,386 6,484 6,484 15,906 15,906 Increase/(decrease) in tax payables 8,087 5,751 5,751 13,770 13,770 Increase/(decrease) in other current liabilities 7,143 1,362 1,362 4,435 4,435 Increase/(decrease) in employee benefits (836) 692 692 (224) (224) Cash flow generated from operating activities 5,199 (3,503) (5,260) 28,668 27,097 INVESTMENT ACTIVITIES (Increase)/decrease in investments and non-current financial assets (2) (34) (34) (34) (34) (Increase)/decrease in intangible assets/property, plant and equipment (14,333) (26,938) (26,938) (36,264) (36,264) Net increase/(decrease) in long-term funds - (325) (325) (1) (1) (Increase)/decrease in other non-current assets (1,888) 69 69 (4,268) (4,268) Increase/(decrease) in other non-current liabilities - - - - - (Increase)/decrease in available-for-sale assets - 4,471 4,471 4,471 4,471 Increase/(decrease) in liabilities linked to assets for disposal - (559) (559) (559) (559) TOTAL (16,224) (23,316) (23,316) (36,655) (36,655)

FINANCIAL ACTIVITIES Increase/(decrease) in payables to bondholders - - - - - Increase/(decrease) in loans payable to shareholders - - - - - Increase/(decrease) in short-term bank payables (10,628) 8,647 8,647 2,900 2,900 Increase/(decrease) in medium/long-term bank payables 1,633 4,799 4,799 (4,493) (4,493) Increase/(decrease) in long-term financial instruments 112 - - 206 206 Increase/(decrease) in payables to other lenders - - - - - Increase/(decrease) in current financial liabilities 11,263 2,312 2,312 893 893 Increase/(decrease) in non-current financial liabilities - - - - - (Increase)/decrease in current financial assets (106) 3,415 3,415 3,331 3,331 Other changes in shareholders' equity (195) (3,074) (1,317) (3,402) (1,831) Other changes in minority interest shareholders' equity - - - - - TOTAL 2,078 16,100 17,857 (565) 1,006 COMPREHENSIVE CASH FLOW (8,947) (10,720) (10,720) (8,552) (8,552)

CASH IN HAND AND BANKS - OPENING BALANCE 9,846 18,398 18,398 18,398 18,398

CASH IN HAND AND BANKS - CLOSING BALANCE 897 7,678 7,678 9,846 9,846


BIANCAMANO S.p.A. FINANCIAL STATEMENTS

6 Biancamano S.p.A. financial statements at 30 September 2012

6.1 Consolidated statement of financial position

Statement of Financial Position Values expressed in thousands of euro

30/09/2012 of which related parties

31/12/2011 of which related parties

Non-current assets: Property, plant and equipment 2,955,256 - 3,028,060 - Goodwill - - - - Other intangible assets 130,292 - 147,893 - Investments 21,226,051 - 21,226,051 - Non-current financial assets 158,193 - 158,193 - Receivables and other non-current assets - - - - Prepaid taxes 27,059 - 27,059 - Total non -current assets 24,496,852 - 24,587,257 - Current assets: Inventories - - 4,257.00 - Trade receivables 1,263,389 1,248,355 489,366 421,866 Other current assets 9,696,025 9,515,792 7,701,525 7,516,192 Tax receivables 58,542 - 57,034 - Current financial assets 10,711,853 5,776,017 8,007,393.70 3,196,017 Cash and cash equivalents 447,955 - 3,462,738 - Total current assets 22,177,764 16,540,164 19,722,314 11,134,075 Available -for -sale assets - - Total Assets 46,674,616 16,540,164 44,309,571 11,134,075

Shareholders’ Equity: Capital 1,700,000 - 1,700,000 - Revaluation reserve - - - - Other reserves 35,163,280 - 32,431,785 - Treasury shares (616,368) - (616,368) - Retained earnings (5,685) - (5,685) - Profit (loss) for the year 1,512,616 - 2,731,496 - Total shareholders' equity 37,753,843 - 36,241,227 - Non-current liabilities: Medium/long-term borrowings 906,949 - 986,292 - Long-term derivatives - - - - Provisions for risks and charges - - - - Employee benefits 289,914 - 227,175 - Deferred taxes 57,987.00 - 57,987.00 - Non-current financial liabilities - - - - Other non-current loans and liabilities - - - - Total non -current liabilities 1,254,849 - 1,271,454 - Current liabilities: Short-term borrowings 1,352,049 - 903,455 - Short-term derivatives - - - - Current financial liabilities - - - - Trade payables 2,107,748 51,203 1,604,613 164,697 Tax payables 2,537,637 - 2,565,611 - Other current loans and liabilities 1,668,490 1,198,012 1,723,209 1,198,012 Total c urrent liabilities 7,665,924 1,249,215 6,796,889 1,362,709 Liabilities linked to assets for disposal - -


Total shareholders' equity and liabilities 46,674,616 1,249,215 44,309,571 1,362,709

6.2 Income Statement Income Statement 30/09/2012 % of which

related parties 30/09/2011 % of which

related parties

Total revenues 4,477,340 100.0% 4,461,512 4,271,825 100.0% 4,211,682

Changes in inventories (4,257) (0.1%) - - 0.0% -

Costs for production supplies (8,774) (0.2%) - (11,573) (0.3%) -

Service costs (2,381,789) (53.2%) (85,934) (1,951,599) (45.7%) (32,926)

Costs for the use of third-party assets (156,061) (3.5%) (8,455) (277,405) (6.5%) (21,740)

Personnel expense (2,283,882) (51.0%) - (1,963,750) (46.0%) -

Other operating (expense) income (88,676) (2.0%) - (74,551) (1.7%) -

Other (expense) income (72,069) (1.6%) - (12,329) (0.3%) -

Total costs (4,995,507) (111.6%) (94,389) (4,291,207) (100.5%) (54,666)

Gross operating profit (518,167) (11.6%) 4,367,123 (19,382) (0.5%) 4,157,016

Provisions and write-downs - - (150,000) - 0.04

Amortisation/depreciation (125,185) (2.8%) - (120,876) (2.8%) -

Write-down of fixed assets - - - - - -

Net operating profit (643,352) (14.4%) 4,367,123 (290,258) (6.8%) 4,157,016

Financial charges (109,865) (2.5%) (124) (128,783) (3.0%) -

Financial income 2,265,832 50.6% 134,060 3,277,722 76.7% 75,444

Result before tax 1,512,616 33.8% 4,501,059 2,858,681 66.9% 4,232,460

Taxes - 0.0% - - 0.0% -

Net result from operating activities 1,512,616 33.8% 4,501,059 2,858,681 66.9% 4,232,460

Income from asset disposals or assets held for disp osal - - - - - -

Net result for the period 1,512,616 33.8% 4,501,059 2,858,681 66.9% 4,232,460

Earnings per share 0.046 0.0% - 0.087 0.0% -

- -

Diluted earnings per share 0.046 0.0% - 0.087 0.0% -

- -

Earnings per share from operating activities

0.046 0.0% - 0.087 0.0% -

- -

Diluted earnings per share from operating activities

0.046 0.0% - 0.087 0.0% -

- -

Earnings per share from asset disposals or assets held for disposal

- 0.0% - - 0.0% -

- -

Diluted earnings per share from asset disposals or assets held for disposal

- 0.0% - 0.0%


6.3 Statement of Comprehensive Income

Statement of Comprehensive Income 30/09/2012 30/09/2011

Profit (loss) (A) 1,512,616 2,858,681

changes in the revaluation reserve - -

effective portion of profit or loss on hedges (IAS 39) - -

Total other profit (loss) net of tax effects (B) - -

Total Comprehensive Income 1,512,616 2,858,681


6.4 Statement of changes in shareholders’ equity

Description

Share Capital



Profit (loss) for the year

Shareholders’ Equity

Legal reserve



Non-distributable

reserve (treasury shares)

Shareholders’ Equity 01/01/2011 1,700,000 340,000 17,062 31,414,864 616,368 (616,368) (5,685) 1,763,757 35,229,997

Allocation of 2010 results - - 415,794 - - - - (1,763,757) (1,347,963)

-

Changes in treasury shares - - - - - - - - -

Other changes in shareholders' equity - - - - - - - - -

Result for the period - - - - - - - 2,858,681 2,858,681

Of which:

Profit (loss) recognised to shareholders’ equity - - - - - - - - -

Profit (loss) for the period - - - - - - - 2,858,681 2,858,681



Allocation of 2011 results - - 2,731,496 - - - - (2,731,496) -

Other changes in shareholders' equity - - - - - - - - -

Result at 30.09.2012 - - - - - - - 1,512,616 1,512,616

Of which:

Profit (loss) recognised to shareholders’ equity - - - - - - - - -

Profit (loss) for the period - - - - - - - - -

Shareholders’ Equity at 30/09/2012 1,700,000 340,000 3,164,352 31,042,560 616,368 (616,368) (5,685) 1,512,615 37,753,841


6.5 Cash Flow Statement

Cash Flow Statement 30/09/2012 31/12/2011

Profit/(loss) for the year 1,512,616 2,731,496 Adjustments to items with no effect on cash and cash equivalents: Depreciation/amortisation of property, plant, equipment and intangible assets 125,185 161,262 Provisions (use) for risks and charges - 150,000 (Increase)/decrease in prepaid taxes - 609,153 Increase/(decrease) in deferred taxes - 41,243 Operating profit prior to changes in working capita l 275,185 961,659 OPERATING ACTIVITIES (Increase)/decrease in inventories 4,257 (4,257) (Increase)/decrease in trade receivables (774,023) (206,366) (Increase)/decrease in other current assets (1,994,500) (3,306,302) (Increase)/decrease in tax receivables (1,508) 66,519 Increase/(decrease) in trade payables 503,135 61,485 Increase/(decrease) in tax payables (27,974) 2,428,898 Increase/(decrease) in other current loans and liabilities (54,719) (1,810,119) Increase/(decrease) in Employee Severance Indemnity 62,738 63,266 Cash flow generated (absorbed) from operati ng activities (644,794) 986,278 INVESTMENT ACTIVITIES (Increase)/decrease in investments, bonds and loans - (1,710,000) (Increase)/decrease in intangible assets/property, plant and equipment (34,780) (6,223) Increase/(decrease) in net provisions for risks and charges - - (Increase)/decrease in receivables and other non-current assets - - Increase/(Decrease) in other non-current loans and liabilities - - Cash flow generated (absorbed) from investment acti vities (34,780) (1,716,223)

FINANCIAL ACTIVITIES Increase/(decrease) in payables to bondholders - - Increase/(decrease) in loans payable to shareholders - - Increase/(decrease) in short-term borrowings 448,593 212,903 Increase/(decrease) in medium/long-term borrowings (79,343) (88,327) Increase/(decrease) in other current financial liabilities - (2,362,285) (Increase)/decrease in current financial assets (2,704,460) (2,347,397) Share capital increases and reserves - - Other changes in shareholders' equity - - Changes in the revaluation reserve - - Changes in other reserves - (1,720,266) Dividends paid - - Cash flow generated (absorbed) from financial ac tivities (2,335,209) (6,305,373) COMPREHENSIVE CASH FLOW (3,014,783) (7,035,317)

CASH IN HAND AND BANKS - OPENING BALANCE 3,462,738 10,498,055 CASH IN HAND AND BANKS - CLOSING BALANCE 447,955 3,462,738

Statement of the Manager Responsible 36

STATEMENT OF THE MANAGER RESPONSIBLE FOR DRAFTING THE CORPORATE DOCUMENTS

The manager responsible for the preparation of corporate accounting documents Alessandra De Andreis declares, pursuant to paragraph 2 article 154-bis of the Consolidated Law on Finance, that the accounting information regarding the data at 30 September 2012, as reported in this interim management report, corresponds to the documentary results, books and accounting entries.

Rozzano (MI), 13 November 2012

The manager responsible for the preparation of corporate accounting documents Ms. Alessandra De Andreis

quarterly report at 30 september 2012 - gruppo biancamano · 2012-11-14 · interim management...

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