KME Group S.p.A.
PRESS RELEASE Project of the Merger of Intek S.p.A. in KME Group
S.p.A. deposited today
Firenze, January 31st, 2012 - The shareholders' are adviced that
the project of the merger of Intek S.p.A. in KME Group S.p.A. has
been today legally deposited at the Registered Office in Florence
and Turin. The project of the merger has been deposited on January
27, 2012 at Company's headquarters in Florence, Via dei Barucci, 2
and in Ivrea, Via Camillo Olivetti, n. 8 (also at Intek
headquarters in Milan, Foro Bonaparte, n. 44). It is also available
at Borsa Italiana S.p.A. and at Company website www.kme.com,
"Investor relations, Public Exchange Offer" area and at
www.itk.it.
*** This press release is available at the Companies' websites,
www.kme.com and www.itk.it.
1
Annexes: 1. Reclassifications Made and Reconciliations. Alternative
Performance Indicators 2. Consolidated Statement of Financial
Position 3. Consolidated Income Statement 4. Income statement of
KME Group S.p.A. 5. Statement of Financial Position of KME Group
S.p.A.
Annex 1
2
Reclassifications Made and Reconciliations to the IFRS Accounting
Principles
In the comments of operating results provided below, some of the
operating and financial data provided in this press release are
based on accounting principles that differ in some respects from
the IFRS principles, mainly in terms of measurement and
presentation. More specifically: 1 Revenues are shown net of the
value of raw materials to eliminate the impact of fluctuations in
raw material prices. 2 When valuing the ending inventory of the
Copper and Copper-Alloy Semifinished Product Sector, the portion
representing the structural inventory (i.e., the portion of the
inventory that was not set aside to fill customer orders) was
valued by the LIFO method. The portion of inventory set aside for
customer orders was valued based on the value of the corresponding
orders, which is deemed to be the realizable value. Under the IFRS
method, the inventory is valued at the lower of the cost computed
by the FIFO method or net realizable value. The IFRS principles
also require that inventory buy and sell commitments and the
corresponding hedges executed on the LME be disclosed separately
and shown in the financial statements as financial instruments
measured at fair value. The IFRS, by not allowing the measurement
of the Sector's ending inventory by the LIFO method, which is the
method used for internal management controlling activities,
introduced an exogenous economic component the variability of which
makes it impossible to compare homogeneous data for different
periods and does not allow an accurate presentation of the actual
results from operations. 3 Extraordinary items are shown below the
EBITDA line. The table that follows shows the impact on the 2010
data of the different measurement and presentation criteria
used.
Reclassified Income Statement 2010 IFRS (in millions of euros)
Reclassifications Restatements 2010 RECLASS.
Gross revenues Raw material costs Revenues net of raw material
costs Labor costs Other materials and costs EBITDA (*) Depreciation
and amortization EBIT Net financial expense Result before
extraordinary items Extraordinary income (expense) Impact of IFRS
valuation of inventory and financial instruments Income taxes on
IFRS valuation of inventory and financial instruments Current taxes
Deferred taxes Net result (IFRS inventory) Interest in the result
of companies valued by the equity method Net result of discontinued
operations Consolidated net result Minority interest in net result
Group interest in net result
2,718.7 (332.9) (2,300.2) 85.5 (50.6) 34.9 (21.3) 13.6 (4.2) (15.0)
(5.6) (10.7) (1.4) (17.7) 0.5 (18.3)
100.0% (1,960.3) 1.2 1,973.2 3.1% 6.0 1.3% 5.9 0.5% (26.0) 20.6
(2.6) -0.2% 2.6 (20.6)
2,718.7 (1,960.3) 758.4 (331.7) (347.7) 79.0 (44.6) 34.4 (15.4)
19.0 (26.0) 20.6 (2.6) (4.2) (12.4) (5.6) (10.7) (1.4)
-0.7%
(17.7 0.5
-0.67%
(18.3)
The reclassified indicators described above are used in the review
of the Group's operating results provided below, because they are
deemed to be more representative of the Group's actual operating
and financial performance.
Alternative Performance Indicators
3
EBITDA This indicator provides a useful yardstick to assess the
Group's operating performance. It is an intermediate income
statement item equal to EBIT before deducting depreciation and
amortization and extraordinary items. Net Financial Debt This
indicator is used to evaluate the financial structure. It is equal
to gross borrowings less cash and cash equivalents and other
financial receivables. Net Invested Capital Net invested capital is
defined as the sum of Non-current assets and Current assets, net of
Current liabilities, except for the items used to compute Net debt,
as described above.
4
Annex 1
KME Group Consolidated Income Statement
Reclassified Income Statement 2010 RECLASS. 2009 RECLASS. %
change
(in millions of euros)
Gross revenues Raw material costs Revenues net of raw material
costs Labor costs Other materials and costs EBITDA (*) Depreciation
and amortization EBIT Net financial expense Result before
extraordinary items Extraordinary income (expense) Impact of IFRS
valuation of inventory and financial instruments Income taxes on
IFRS valuation of inventory and financial instruments Current taxes
Deferred taxes Net result (IFRS inventory) Interest in the result
of companies valued by the equity method Net result of discontinued
operations Consolidated net result Minority interest in net result
Group interest in net result
2,718.7 (1,960.3) 758.4 (331.7) (347.7) 79.0 (44.6) 34.4 (15.4)
19.0 (26.0) 20.6 (2.6) (4.2) (12.4) (5.6) (10.7) (1.4) (17.7) 0.5
(18.3) -2.41% -2.3% -0.7% 2.5% 4.5% 10.4% 100%
1,949.4 (1,285.9) 663.5 (300.8) (317.4) 45.3 (53.6) (8.3) (14.6)
(22.9) 2.9 4.5 1.6 (10.2) 0.7 (23.4) (23.4) 0.5 (23.9) -3.60% -3.5%
-3.5% -3.5% -1.3% 6.8% 100%
39.5%
52.4% 14.3% 10.3% 9.5% n.m. -16.9% n.m. 5.5% n.m. n.m. n.m. n.m.
-58.8% n.m. n.m. n.m. n.m. -24.2%
-23.5%
Earnings per share (in euros): basic profit (loss) per share
diluted profit (loss) per share
12/31/10 (0.0526) (0.0526)
12/31/09 (0.0663) (0.0663)
The Independent Auditors have not completed their review of the
data provided above.
(*) EBITDA (Earnings Before Interest, Taxes, Depreciation and
Amortization) is an indicator that is not mentioned in the IFRS
accounting principles. However, it provides a useful yardstick to
assess the Group's operating performance. It is an intermediate
income statement item equal to EBIT before deducting depreciation
and amortization and extraordinary items.
5
Annex 2 Consolidated Statement of Financial Position
(in thousands of euros) Property, plant and equipment Investment
property Goodwill and consolidation difference Other intangible
assets Investments in associates Investments in other companies
Investments valued by the equity method Other non-current assets
Non-current financial assets Deferred-tax assets NON-CURRENT ASSETS
Inventories Trade receivables Other receivables and current assets
Current financial assets Cash and cash equivalents Current assets
held for sale CURRENT ASSETS TOTAL ASSETS Share capital Other
reserves Treasury stock Retained earnings (loss carryforward)
Technical consolidation reserve Reserve for other components of the
Comprehensive Income Statement Net profit (loss) for the year Group
interest in shareholders' equity Minority interest in shareholders'
equity TOTAL SHAREHOLDERS' EQUITY Provisions for employee benefits
Deferred-tax liabilities Borrowings and other financial liabilities
Other non-current liabilities Provisions for risks and charges
NON-CURRENT LIABILITIES Borrowings and other financial liabilities
Trade payables Other current liabilities Provisions for risks and
charges Current liabilities held for sale CURRENT LIABILITIES TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY 12/31/10 583,873 28,603
114,582 3,490 17,301 1,908 21,951 25,501 115,686 47,033 959,928
622,054 146,505 26,180 140,242 39,751 86,393 1,061,125 2,021,053
297,014 189,572 (2,888) 15,191 (29,267) 794 (18,351) 452,065 4,952
457,017 152,757 138,135 316,875 13,740 137,240 758,747 197,841
410,772 103,501 24,910 68,265 805,289 2,021,053 12/31/09 594,217
23,728 114,897 3,528 6,526 258 3,958 28,878 111,923 34,867 922,780
469,512 140,129 27,186 100,912 108,964 846,703 1,769,483 250,015
174,082 (2,888) 14,395 8,135 65 (23,929) 419,875 2,928 422,803
152,382 111,550 363,075 14,266 136,113 777,386 237,980 209,657
94,714 26,943 569,294 1,769,483
6
Annex 3
Consolidated Comprehensive Income Statement
(in thousands of euros) 12/31/10 12/31/09
Sales and service revenues Change in inventories of finished goods
and semifinished products Capitalization of internally produced
assets Other operating income Purchases and change in inventory of
raw materials Labor costs Depreciation, amortization, impairment
losses and writedowns Other operating expenses EBIT Financial
income Financial expense Result of companies valued by the equity
method Result before taxes Current taxes Deferred taxes Total
income taxes Net result of continuing operations Net result of
discontinued operations Result for the period Other components of
the comprehensive income statement: Gains/(Losses) on the
conversion of foreign financial statements Net change in cash flow
hedge reserve Revaluation of property (IAS 40 P.61) Taxes on other
components of the comprehensive income statement Other components
of the comprehensive income statement net of tax effect Total
comprehensive income for the period Result attributable to:
minority interest shareholders of the Parent Company Result for the
period Total comprehensive income for the period attributable to:
minority interest shareholders of the Parent Company Total
comprehensive income for the period
2,718,666 13,485 2,712 20,734 (2,015,961) (332,921) (50,562)
(321,218) 34,935 10,730 (32,063) (10,735) 2,867 (4,185) (15,047)
(19,232) (16,365) (1,442) (17,807)
1,949,367 (23,085) 1,823 21,482 (1,320,573) (301,914) (56,743)
(270,969) (612) 14,211 (29,136) (15,537) (10,179) 2,288 (7,891)
(23,428) (23,428)
1,086 (448) 1,501 (347) 1,792 (16,015)
(625) (625) (24,053)
544 (18,351) (17,807)
501 (23,929) (23,428)
216 (16,230) (16,015)
(102) (23,951) (24,053)
The Independent Auditors have not completed their review of the
data provided above.
7
Annex 4
Comprehensive Income Statement (amounts in euros)
2010
2009
Sales and service revenues Other revenues Labor costs Depreciation,
amortization and writedowns Other operating expenses EBIT Financial
income Financial expense Result before taxes Current taxes Deferred
taxes Total income taxes Net result of continuing operations Net
result of discontinued operations Result for the period Components
of the comprehensive income statement: Taxes on other components of
the comprehensive income statement Total other components of the
comprehensive income statement net of tax effect Total
comprehensive income for the period
2,839,000 1,002,721 (680,045) (12,040) (5,536,423) 86,350,690
(21,704,242) 62,259,662 (404,884) (754,101) 61,100,677 61,100,677
-
2,839,000 16,506 (726,399) (8,032) (5,395,192) 13,122,909
(4,508,662) 5,340,130 (3,049,862) 1,339,107 3,629,375 3,629,375
-
(2,386,787) (3,274,117)
(1,158,985) (1,710,755)
61,100,677
-
3,629,375
The Independent Auditors have not completed their review of the
data provided above.
8
Annex 5
Consolidated Statement of Financial Position (amounts in euros)
At 12/31/10
At 12/31/09
Property, plant and equipment Investments in associates Other
financial assets Deferred-tax assets NON-CURRENT ASSETS Trade
receivables Other receivables and current assets Current financial
assets Cash and cash equivalents Current assets held for sale
CURRENT ASSETS TOTAL ASSETS Share capital Other reserves Treasury
stock Retained earnings (loss carryforward) Reserve for stock
options Net profit (loss) for the year TOTAL SHAREHOLDERS' EQUITY
Provisions for employee benefits Deferred-tax liabilities
Borrowings and other financial liabilities Other non-current
liabilities Provisions for risks and charges NON-CURRENT
LIABILITIES Borrowings and other financial liabilities Trade
payables Other current liabilities Current liabilities held for
sale CURRENT LIABILITIES TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY
216,933 423,021,585 65,995,295 2,468,816 491,702,629 5,776 469,903
139,120,125 250,511 30,000,000 169,846,316 661,548,945 297,013,585
91,601,028 (2,887,602) 15,191,120 7,184,835 61,100,677 469,203,642
161,586 89,534 82,604,252 1,797,455 2,440,368 87,093,195
103,433,087 329,505 1,489,515 0 105,252,108 661,548,945
162,727 312,566,288 58,880,541 2,197,484 373,807,040 89,064
1,192,590 101,957,331 402,887 103,641,872 477,448,912 250,014,923
76,331,753 (2,887,603) 14,394,985 6,941,919 3,629,375 348,425,352
156,230 63,287,197 1,446,454 2,789,368 67,679,249 57,303,062
701,807 3,339,442 61,344,311 477,448,912
The Independent Auditors have not completed their review of the
data provided above.
9
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