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FINAVAL HOLDING SPA – Consolidated Financial Statements at December 31, 2011 Finaval News : headline registered by the law court of Rome n. 7/2011 - 20/01/2011 www.finavalholding.com
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FINAVAL HOLDING SPA –

Consolidated Financial Statements at December 31, 2011

Finaval News : headline registered by the law court of Rome n. 7/2011 - 20/01/2011

www.finavalholding.com

Finaval Holding owns interests in companies

operating in areas on which we have decided

to focus through investing financial and, above all,

managerial resources.

We believe that the real drivers of the sustainable

growth of our business and finances are the corporate

values we share with our business associates.

Finaval Holding around the world:

Italy;

France

Switzerland;

Croatia;

Poland;

Greece;

Canada;

Saudi Arabia;

Kazakhstan;

Malta;

India;

Manning agency:

India;

Philippines;

Bulgaria.

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 3

LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS(*)

Dear Shareholders,

2011 was a very demanding year for Finaval Holding SpA, which was faced with a difficult and complicated

market environment in which, more than in previous years, excess supply resulted in a general decline in

prices, creating operational problems for all companies in the sector.

The Company reports a loss for the year of approximately 23.6 million euros, including non-recurring items of

25 million euros, which at the same time generated cash of approximately 22 million euros.

“The already worrying outlook for shipping was exacerbated by the problems at financial institutions which,

too preoccupied with their own problems, were unable to provide adequate support for industry.

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 4

The economy was, and continues to be, simultaneously affected by three factors: the general loss of industrial

competitiveness, the lack of infrastructure and, above all, the credit squeeze, considered by many

international observers to be the prime reason for the Italian recession, which was initially treated as a bad

loan problem.

It is widely believed that Italian banks are not sufficiently innovative to finance high-potential projects, unless

fully guaranteed.

The banks' conservatism continues to penalize companies which, short of funds, cannot invest and,

consequently, lack the equipment to effectively take on their competitors.

It was often impossible to establish a dialogue with banks to provide with them with the full quantitative and

qualitative understanding of our operations necessary to obtain financing on affordable terms, provide

sufficient liquidity and recapitalize the company in order to provide a base for future growth.

Analysis of the financial statements for 2011 in this light provides a better understanding of the logic of certain

of the Company's decisions, which were taken for the benefit of all stakeholders.

In 2011 Finaval made use of the only leverage available, taking steps to boost profit margins and selling three

ships, giving a substantial boost to liquidity. Whilst resulting in losses reported in the financial statements for

2011, the sales have enabled the Company to restructure its finances and strengthen its balance sheet.

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 5

The Group’s financial highlights show:

a 33 million euro loss, 26 million euros of which was made up of non-recurring items (losses on disposals and

fair value losses on non-current assets) which, however, generated cash of approximately 22 million euros;

adjusting the 2011 loss for non-recurring items results in a loss of approximately 7 million euros, with positive

EBIT at approximately 500 thousand euros;

cash flow generated by operating activities was 24 million US dollars compared with 26 million US dollars in

2010;

cash of 15 million US dollars was generated during the period, which was a 50 million US dollar

improvement on the 35 million US dollars used in 2010.

85% of the vessels directly operated by Finaval were employed on long-term time charter + profit sharing

contracts.

Finaval has, over the past five years, concentrated on bolstering its strength and the outlook for long-term

growth by allying itself with a top ranking international partner, Vitol SA (25% shareholder) and avoiding

speculative business. This approach was the reason that ships were operated throughout the period under

long-term charter parties, which, despite the deep crisis affecting the sector, generated results that were

ahead of the market and Finaval's strongest competitors.

Vitol is a leading global oil product trader with revenues of 297 billion US dollars in 2011, up 45% on 2010. It is

also the world's largest charterer of product tankers in the world with over 200 vessels at sea every day. 5,460

voyages were completed in 2011 compared with 5,300 in 2010.

In addition to its careful management of business, Finaval introduced a cost reduction plan in 2011. Profits

were protected by renegotiating supply contracts and taking advantage of legislation enabling us to benefit

from temporary reductions in staff costs.

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 6

During the year two significant agreements have been signed for the temporary reduction in personnel costs

of the corporate offices through the use of different types of social safety nets. These agreements are

fundamental because cost reduction has been obtained without having to resort to personnel reduction.

With the two separate agreements, one signed by the company, trade unions and the Lazio Regional

Authority, the other by the company and trade unions, two agreements have respectively been activated:

the “exceptional” wages guarantee fund and the “defensive” job-security agreement for Finaval’s

administrative employees.

In that regard, a special thank you goes to those who still believe in the company and who manage to fulfill

their commitments through hard work and dedication despite the difficulties arising from the reduction in

working hours.

Net financial costs for 2011 reflect the year-end translation of debt into euros, which resulted in a deterioration

in the item of 3.5 million US dollars from the 2010 result.

I would also like to emphasize the importance of Finaval's decision to sell a number of ships in these very

difficult market conditions, which meant that the improvement in the company's finances was accompanied

by a loss caused by the very high fluctuations of ship prices.

The vessels were sold to two companies owned by Kazmortransflot, Kazakhstan's state company.

The Director General of Kazmortransflot also attended the concluding meeting, whose presence sealed the

nascent collaboration agreements in which the companies will participate. The involvement of Vitol, one of

the most active oil companies in the region and Finaval’s long-standing partner, was very important for the

finalization of the agreements.

The sale enabled the Company to strengthen its position compared with its peers operating in this weak

market, where an improvement appears to be underway as overcapacity has reached its peak and started

to narrow leading to a slight recovery in charter rates. The recovery is expected to gain momentum in the

second half of 2012, above all with respect to the medium range vessels that make up the great part of

Finaval's fleet.

That notwithstanding, the outlook for the market remains difficult, with a relentless need for change and

flexibility. This will require us to be tireless in our strategy, quickly adjusting to changing market conditions.

Market gyrations are becoming less predictable and can only be successfully confronted by Finaval through

its ability to adopt to change as demonstrated in recent years.

Finaval's strategy and the commitment of management, employees and external stakeholders are key to

strengthening our competitive position and enabling us to excel in our core business”.

The Chairman

Giovanni Fagioli

(*)Letter from the Chairman of the Board of Directors written on the occasion of the presentation of Finaval

SpA’s Consolidated Financial Statements for the year ended December 31, 2011.

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 7

FINAVAL HOLDING SPA

CONSOLIDATED FINANCIAL STATEMENTS

AS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 8

CONSOLIDATED BALANCE SHEET

In Euro thousands

ASSETS Dec 31, 11 Dec 31, 10 NOTES

NON-CURRENT ASSETS

PROPERTY, PLANT & EQUIPMENT

Fleet 328,486 390,444 A

Fleet under construction 0 12,765 B

Other assets 9,979 12,932 C

INTANGIBLE ASSETS 13,249 13,052 D

FINANCIAL ASSETS

Other receivables and deposits 1,746 2,312 E

Equity investments 7,613 7,481 F

Deferred tax assets 253 656 G

TOTAL NON-CURRENT ASSETS 361,326 439,642

CURRENT ASSETS

Inventories of oils, lubricants and services in course 2,594 4,420 H

Trade receivables 8,725 13,248 I

Other receivables 1,642 3,293 L

Cash and cash equivalents 20,028 11,964 M

Derivative financial instruments 354 340 N

Tax assets 1,228 1,351 O

TOTAL CURRENT ASSETS 34,571 34,616

NON-CURRENT ASSETS HELD FOR SALE 0 7,287 P

TOTAL ASSETS 395,897 481,546

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 9

CONSOLIDATED BALANCE SHEET

In Euro thousands

SHAREHOLDERS' EQUITY AND LIABILITIES Dec 31, 11 Dec 31, 10 NOTES

SHAREHOLDERS’ EQUITY

Share Capital 30,000 30,000 I1

Legal Reserve 1,565 889 L1

Translation Reserve 18,038 13,801 M1

Consolidation Reserve 18,033 17,463 N1

Other reserves 29,257 20,015 O1

Cash Flow hedge Reserve -5,974 -2,274 P1

Fair value reserve of financial assets available-for-sale -3,406 -1,363 Q1

Retained earnings 26,705 32,956 R1

Net profit for the year -23,613 5,656 S1

TOTAL GROUP SHAREHOLDERS’ EQUITY 90,605 117,142

Minority interest in capital and reserves 30,353 30,708

Minority share of profit/(loss) for the period -8,394 -406

TOTAL SHAREHOLDERS’ EQUITY 112,564 147,444

NON-CURRENT LIABILITIES

Bank payables 204,462 241,500 A1

Employees benefits 630 864 B1

Deferred tax liabilities 510 333 C1

Provision for future charges 57 91 D1

CURRENT LIABILITIES

Bank payables 53,166 66,556 E1

Derivative financial instruments 8,049 4,774 N

Trade payables 11,084 13,222 F1

Other payables 4,657 6,112 G1

Tax liabilities 718 650 H1

TOTAL LIABILITIES 283,333 334,102

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 395,897 481,546

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 10

CONSOLIDATED INCOME STATEMENT

In Euro thousands

Dec 31, 11 Dec 31, 10 NOTES

Net revenues 74,833 84,270 1

Operating costs -49,720 -51,541 2

CONTRIBUTION MARGIN 25,113 32,729 3

Overhead costs -7,642 -9,249 4

Other costs and revenues 1,034 808 5

Result on disposal of vessel -24,983 6,451 6

EBITDA -6,478 30,739 7

Amortisation & depreciation -17,600 -19,196 8

Fair value measurement of non-current assets 0 -3,959 9

Provisions for potential losses on current receivables 0 -91 10

EBIT -24,078 7,493 11

Net Financial income (charges) -7,181 -1,215 12

PRE-TAX RESULT -31,259 6,278

Income taxes -409 -424

Deferred tax charges -339 26

NET PROFIT FROM CONTINUING OPERATIONS -32,007 5,879 13

Net result from discontinued operations 0 -630 14

NET PROFIT -32,007 5,249

Minority share of profit/(loss) for the period -8,394 -406

GROUP RESULT -23,613 5,656

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 11

STATEMENT OF COMPREHENSIVE INCOME

In Euro thousands Dec 31, 11 Dec 31,109

Net profit -23,613 5,656

Gains/(losses) on exchange differences on translating foreign

operations 2,819 9,267

Gains/(losses) on cash flow hedge -3,700 -3,976

Gains/(losses) on fair value of available-for-sale financial assets -2,043 -375

Total comprehensive income -26,537 10,572

STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY (WITH COMPREHENSIVE INCOME)

In Euro thousands Dec 31, 11 Dec 31, 10

Initial Equity 117,142 106,770

Comprehensive income -26,537 10,572

- Net profit -23,613

- Gains/(losses) on exchange differences on translating foreign

operations 2,819

- Gains/(losses) on cash flow hedge -3,700

- Gains/(losses) on fair value of available-for-sale financial assets -2,043

Dividends distribution 0 -200

Final Equity 90,605 117,142

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 12

STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY

In Euro thousands Share

capital

Legal

reserve

Traslation

Reserve

Consolidati

on Reserve

Other

reserves

Cash

flow

hedge

reserve

Fair

value

reserve

Retained

earnings Result for

the year Group

shareholder

s' equity

Minority

equity

Totale

Equity

Balance at December 31, 2009 30,000 858 1,440 16,193 20,215 1,702 -988 34,170 3,181 106,770 28,210 134,980

Allocation of the 2009 result 31 3,150 -3,181 0 0

Change in fair value deriving

from hedging and of financial

assets available-for-sale net of

the tax effect -3,976 -375 -4,351 -4,351

Transationa Reserve 12,361 1,270 -4,364 9,267 2,498 11,766

Dividends distribution -200 -200 -200

Result for the year 5,656 5,656 -406 5,249

Balance at December 31, 2010 30,000 889 13,801 17,463 20,015 -2,274 -1,363 32,956 5,656 117,142 30,302 147,444

Allocation of the 2010 result 677 9,242 -4,264 -5,656 0 0

Change in fair value deriving

from hedging and of financial

assets available-for-sale net of

the tax effect -3,700 -2,043 -5,743 -5,743

Transationa Reserve 4,236 571 -1,987 2,819 51 2,871

Result for the year -23,613 -23,613 -8,394 -32,007

Balance at December 31, 2011 30,000 1,566 18,037 18,034 29,257 -5,974 -3,406 26,705 -23,613 90,605 21,959 112,564

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 13

FINAVAL HOLDING SPA

CONSOLIDATED FINANCIAL STATEMENTS

AS AT DECEMBER 31, 2011

IN FUNCTIONAL CURRENCY (USD)

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 14

CONSOLIDATED BALANCE SHEET

In Usd thousands

ASSETS Dec 31, 11 Dec 31, 10 NOTES

NON-CURRENT ASSETS

PROPERTY, PLANT & EQUIPMENT

Fleet 425,028 521,711 A

Fleet under construction 0 17,056 B

Other assets 12,912 17,280 C

INTANGIBLE ASSETS 17,143 17,440 D

FINANCIAL ASSETS

Other receivables and deposits 2,259 3,090 E

Equity investments 9,851 9,996 F

Deferred tax assets 327 877 G

TOTAL NON-CURRENT ASSETS 467,520 587,450

CURRENT ASSETS

Inventories of oils, lubricants and services in course 3,356 5,906 H

Trade receivables 11,289 17,702 I

Other receivables 2,125 4,400 L

Cash and cash equivalents 25,914 15,986 M

Derivative financial instruments 458 455 N

Tax assets 1,589 1,806 O

TOTAL CURRENT ASSETS 44,731 46,255

NON-CURRENT ASSETS HELD FOR SALE 0 9,737 P

TOTAL ASSETS 512,251 643,442

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 15

CONSOLIDATED BALANCE SHEET

In Usd thousands

SHAREHOLDERS' EQUITY AND LIABILITIES Dec 31, 11 Dec 31, 10 NOTES

SHAREHOLDERS’ EQUITY

Share Capital 38,817 40,086 I1

Legal Reserve 2,026 1,187 L1

Translation Reserve 25,052 18,637 M1

Consolidation Reserve 23,334 23,334 N1

Other reserves 37,856 26,743 O1

Cash Flow hedge Reserve -7,730 -3,039 P1

Fair value reserve of financial assets available-for-sale -4,408 -1,821 Q1

Retained earnings 34,553 44,036 R1

Net profit for the year -32,265 7,362 S1

TOTAL GROUP SHAREHOLDERS’ EQUITY 117,235 156,525

Minority interest in capital and reserves 39,822 41,073

Minority share of profit/(loss) for the period -11,410 -584

TOTAL SHAREHOLDERS’ EQUITY 145,647 197,014

NON-CURRENT LIABILITIES

Bank payables 264,554 322,693 A1

Employees benefits 815 1,154 B1

Deferred tax liabilities 660 445 C1

Provision for future charges 73 121 D1

CURRENT LIABILITIES

Bank payables 68,791 88,933 E1

Derivative financial instruments 10,415 6,380 N

Trade payables 14,342 17,667 F1

Other payables 6,026 8,167 G1

Tax liabilities 928 868 H1

TOTAL LIABILITIES 366,604 446,428

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 512,251 643,442

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 16

CONSOLIDATED INCOME STATEMENT

In Usd thousands

Dec 31, 11 Dec 31, 10 NOTES

Revenues 104,219 112,014 1

Operating costs -69,214 -68,475 2

CONTRIBUTION MARGIN 35,005 43,539 3

Overhead costs -10,640 -12,250 4

Other costs and revenues 1,397 1,049 5

Result on disposal of vessel -33,834 8,440 6

EBITDA -8,072 40,778 7

Amortisation & depreciation -24,544 -25,462 8

Fair value measurement of non-current assets 0 -5,290 9

Provisions for potential losses on current receivables 0 -120 10

EBIT -32,616 9,906 11

Net Financial income (charges) -10,022 -1,756 12

PRE-TAX RESULT -42,638 8,150

Income taxes -563 -563

Deferred tax charges -472 41

NET PROFIT FROM CONTINUING OPERATIONS -43,673 7,628 13

Net result from discontinued operations 0 -850 14

NET PROFIT -43,673 6,778

Minority share of profit/(loss) for the period -11,408 -584

GROUP RESULT -32,265 7,362

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 17

STATEMENT OF COMPREHENSIVE INCOME

In Usd thousands Dec 31, 11 Dec 31, 10

Net profit -32,265 7,362

Gains/(losses) on exchange differences on translating foreign

operations 253 1,529

Gains/(losses) on cash flow hedge -4,691 -5,492

Gains/(losses) on fair value of available-for-sale financial assets -2,587 -398

Total comprehensive income -39,290 3,001

STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY (WITH COMPREHENSIVE INCOME)

In Usd thousands Dec 31, 11 Dec 31, 10

Initial Equity 156,525 153,812

Comprehensive income -39,290 3,001

- Net profit -32,265

- Gains/(losses) on exchange differences on translating foreign

operations 253

- Gains/(losses) on cash flow hedge -4,691

- Gains/(losses) on fair value of available-for-sale financial assets -2,587

Dividends ditribution 0 -288

Final Equity 117,235 156,525

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

FINAVAL HOLDING SPA Pag. 18

STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY

In usd thousands Share

capital

Legal

reserve

Traslation

Reserve

Consolid

ation

Reserve

Other

reserves

Cash flow

hedge

reserve

Fair

value

reserve

Retained

earnings Result for

the year Group

sharehold

ers'

equity

Minority

equity

Totale

Equity

Balance at December 31, 2009 43,218 1,236 2,724 23,327 29,120 2,453 -1,423 49,223 3,934 153,812 40,640 194,452

Allocation of the 2009 result 45 3,889 -3,934 0 0

Change in fair value deriving from

hedging and of financial assets

available-for-sale net of the tax

effect -5,492 -398 -5,890 -5,890

Transationa Reserve -3,132 -93 15,913 7 -2,089 -9,076 1,529 433 1,962

Dividends distribution -288 -288 -288

Result for the year 7,362 7,362 -584 6,778

Balance at December 31, 2010 40,086 1,187 18,637 23,334 26,743 -3,039 -1,821 44,036 7,362 156,525 40,489 197,014

Allocation of the 2010 result 905 12,350 -5,893 -7,362 0 0

Change in fair value deriving from

hedging and of financial assets

available-for-sale net of the tax

effect -4,691 -2,587 -7,277 -7,277

Transationa Reserve -1,269 -66 6,415 0 -1,238 -3,590 253 -667 -414

Result for the year -32,265 -32,265 -11,410 -43,676

Balance at December 31, 2011 38,817 2,025 25,052 23,334 37,856 -7,730 -4,408 34,553 -32,265 117,235 28,412 145,647

FINAVAL HOLDING SPA - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2011

CONSOLIDATED CASH FLOW STATEMENT

In USd thousands

Operating activities Dec 31,11 Dec 31,10

Profit from operating activities -43,673 7,628

Adjustments for:

- Adjustment to financial assets 71 37

Fair value measurement of non-current assets 0 5,290

- Income taxes 1,035 522

- Financial (income)/Charges 10,021 1,756

- Depreciation of non-current tangible assets 24,539 25,396

- Amortisation of intangible assets 5 66

- Employee leaving indemnity provision 538 331

- Provisions for risks and future charges 84 79

- Purchase/sale of fixed assets 33,834 -8,440

- Result of discontinued operations net of purchase/sale of fixed assets 0 -850

- Financial (income)/charges of discontinued operations 0 0

Cash flow generated from operating activities before working capital changes 26,456 31,816

Financial income/(charges) net of exchange gains(losses) and the IAS 32 and 39

effects -12,577 -8,333

(Increase) / Decrease in trade receivables 6,412 -5,836

Increase/ (Decrease) in trade payables -3,325 -442

(Increase) / Decrease in inventories 2,549 -3,652

(Increase) / Decrease of other current assets/liabilities 134 -1,390

(Increase) / Decrease in tax receivables and payables -758 -710

Increase (Decrease) in risks and employee leaving indemnity provision -1,009 183

Increase / (Decrease) of deferred tax assets and liabilities 765 -271

Cash flow generated from working capital 4,769 -12,117

Cash flow generated/(absorbed) from Operating Activities (A) 18,647 11,366

Investing activities

(Investments) / Divestments in intangible assets 292 -2,123

(Investments) / Divestments in property, plant and equipment 59,733 -76,552

(Investments) / Divestments in financial assets 5,595 23,675

(Investments) / Divestments in non-current assets held-for-sale 9,737 -9,738

Divestment of discontinued operations 0 0

Cash flow generated/(absorbed) from Investing Activities (B) 75,357 -64,738

Financing activities

Change in bank payables -78,280 29,821

Change in Shareholders' Equity -7,695 -4,217

Cash flow generated/(absorbed) from Financing Activities (C) -85,975 25,604

Cash flow generated (absorbed) in the year (A+B+C) 8,030 -27,768

Effect of the changes in foreign exchange rates (D) 1,897 6,593

Cash and cash equivalents at the beginning of the year (E) 15,986 37,160

Cash and cash equivalents at the end of the year (A+B+C+D+E) 25,914 15,986

FINAVAL HOLDING SpA

Sole Shareholder

Roma: Via M. Bufalini, 8

ISSUED CAPITAL €30,000,000.00 fully paid-up

TAX CODE AND COMPANIES’ REGISTER NUMBER

AT THE COURT OF ROME: 01922160351 - ROME BUSINESS REGISTER NO. 1070911

A company that exercises control, management and coordination

Report of the Board of Statutory Auditors

on the consolidated financial statements

of FINAVAL HOLDING SpA for the year ended December 31, 2011

Dear Shareholders,

The consolidated financial statements of FINAVAL HOLDING SpA and its subsidiaries for the

year ended December 31, 2011, as made available to you, have been prepared pursuant to article 25

of Legislative Decree 127 of April 9, 1991. The consolidated financial statements report loss for the

year of 23,613,000 euros. They have been published within the legally required deadline, together

with the management report on operations.

As in the prior year, the Group's consolidated financial statements for the year ended December 31,

2010 have been prepared in compliance with the IAS/IFRS issued by the International Accounting

Standards Board and endorsed by the European Union.

The reason for this decision was that the subsidiary, Finaval SpA, which is by far the largest of the

Finaval Holding Group's consolidated companies, has exercised the option of adopting IAS/IFRS

for its own financial statements. The Board of Directors has explained its decision in the notes to

the financial statements, referring to the provisions of paragraph 9.3 of Italian Accounting Standard

17 regarding the necessity to apply uniform accounting standards in the preparation of consolidated

financial statements. The Board of Statutory Auditors concurs with this explanation.

The functional currency for the Group's consolidated financial statements is the United States

dollar, due to the adoption, in 2008, of the dollar as its functional currency by the subsidiary,

Finaval SpA, which is by far the largest company consolidated in the Finaval Holding Group's

financial statements. This decision was taken in consideration of the effects of the investment and

disinvestment plan implemented during that year, and decisions made regarding the use of new

ships, taking into account the substantial employment of the fleet via contracts denominated in US

dollars, as well as the fact that the Group's operating costs and financial expenses are primarily

incurred in US dollars. These circumstances thus led to the Parent Company to change its functional

currency from the euro to the US dollar, by applying the relative currency translation procedure

regarding accounting data as of January 1, 2008, in accordance with the provisions of IAS 21.

The Group exercises the right to present financial statements in a currency different from the

functional currency. In particular, the Parent Company presents its statutory and consolidated

financial statements in euros. Consequently, the accounts presented in the consolidated financial

statements as of and for the year ended December 31, 2011 were translated into euros, the

presentation currency.

Whilst the Board of Statutory Auditors is not responsible for expressing an audit opinion on the

consolidated financial statements, we confirm that the information provided by the Directors’ with

regard to identification of the principal economic environment is in line with the principal “primary

and secondary indicators” identified by the IASB (International Accounting Standards Board) for

the purposes of adopting a functional currency different from the presentation currency.

The audit carried out by the independent auditors, Deloitte & Touche SpA, confirmed that the

amounts reported in the financial statements are consistent with the underlying accounting records

of the Parent Company, with the separate and consolidated financial statements of the Parent

Company, and with the disclosures therein.

The financial statements provided to the Parent Company by its subsidiaries for the purposes of

preparing the consolidated financial statements, as prepared by the respective board of directors,

have been audited by the entities with responsibility for auditing each individual company, when

appointed, and by Deloitte & Touche SpA as part of its audit of the consolidated financial

statements. The Board of Statutory Auditors has not, therefore, audited these financial statements.

The management report on operations adequately describes the results of operations and financial

position of the Group, and its operating performance in 2011. It also contains adequate information

on related party transactions, on events after December 31, 2011 and on the outlook for 2012.

The independent auditors, Deloitte & Touche SpA, have submitted to us there report on the

consolidated financial statements, prepared pursuant to art. 41 of Legislative Decree 127/91. The

report states that the consolidated financial statements comply with International Financial

Reporting Standards and expresses a clean opinion on the consolidated financial statements,

attesting that they are in conformity with the related legislation and that the management report on

operations is consistent with the financial statements.

Based on the above, we attest that the basis of presentation for the consolidated financial statements

and the management report on operations complies with the related legislation.

June 13, 2012

The Board of Statutory Auditors

Maria Altamura

Gigliola Di Chiara

Fabio Senese

INDEPENDENT AUDITORS’ REPORT ISSUED PURSUANT TO

ART. 14 OF LEGISLATIVE DECREE 39 OF JANUARY 27, 2010

To the Shareholders of

Finaval Holding S.p.A.

1. We have audited the consolidated financial statements of Finaval Holding S.p.A. and its subsidiaries

(the Finaval Holding Group), which comprise the balance sheet, the income statement, the statement

of comprehensive income and changes in equity, and the cash flow statement for the year ended

December 31, 2011, and the related explanatory notes. Preparation of the financial statements in

accordance with the International Financial Reporting Standards adopted by the European Union is

the responsibility of the Directors of Finaval Holding S.p.A.. Our responsibility is to express an

opinion on these consolidated financial statements based on our audit.

2. We conducted our audit in accordance with generally accepted auditing standards. Those standards

require that we plan and perform the audit to obtain the necessary assurance about whether the

consolidated financial statements are free of material misstatement and, taken as a whole, are

presented fairly. An audit includes examining, on a test basis, evidence supporting the amounts and

disclosures in the consolidated financial statements. An audit also includes assessing the accounting

principles used and significant estimates made by the Directors. We believe that our audit provides a

reasonable basis for our opinion.

For our opinion on the consolidated financial statements of the prior year, presented for comparative

purposes, reference should be made to our report issued on June 13, 2011.

3. In our opinion, the consolidated financial statements of the Finaval Holding Group for the year ended

December 31, 2011 comply with the International Financial Reporting Standards adopted by the

European Union and give a true and fair view of the balance sheet, financial position and results of

operation and cash flows of the Finaval Holding Group as at that date.

4. Preparation of the Directors’ report on operations in compliance with applicable legislation is the

responsibility of the Directors of Finaval Holding S.p.A.. Our responsibility is to express an opinion

on the consistency of the Directors’ report on operations with the financial statements, as required by

law. We have, therefore, carried out the procedures indicated in auditing principle no. 001 issued by

the Italian accounting profession. It is our opinion that the Directors’ report on operations is

consistent with the consolidated financial statements of the Finaval Holding Group for the year

ended December 31, 2011.

DELOITTE & TOUCHE S.p.A.

Giovanni Cherubini

Partner

Rome, Italy

June 13, 2012

www.finavalholding.com


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