Home(16) Equity
The changes in Group equity can be seen in the following statement of changes in equity.
| in th. euros | Issued capital | Capital reserves | Revenue reserves | Treasury shares | Equity without minority shares | Minority shares | Total equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Accrued profits | Change in equity recog- nised directly in equity | |||||||||||||||
| Equity as of 1 January 2007 | 21,200 | 143,454 | 90,826 | - 6,555 | 0 | 248,925 | 289 | 249,214 | ||||||||
| Profit distribution for 2006 | ||||||||||||||||
| Earnings after taxes | 40,897 | 40,897 | 62 | 40,959 | ||||||||||||
| Revenue and expenses directly recognised in equity | - 3,111 | - 3,111 | - 3,111 | |||||||||||||
| Changes to consolidated companies | 0 | 3 | 3 | |||||||||||||
| Equity as of 31 December 2007 | 21,200 | 143,454 | 121,123 | - 9,666 | 0 | 276,111 | 354 | 276,465 | ||||||||
| Equity as of 1 January 2008 | 21,200 | 143,454 | 121,123 | - 9,666 | 0 | 276,111 | 354 | 276,465 | ||||||||
| Profit distribution for 2007 | - 12,720 | - 12,720 | - 12,720 | |||||||||||||
| Earnings after taxes | 45,372 | 45,372 | 56 | 45,428 | ||||||||||||
| Revenue and expenses directy recognised in equity | 4,933 | 4,933 | 4,933 | |||||||||||||
| Acquisition of own shares | - 2,247 | - 2,247 | - 2,247 | |||||||||||||
| Acquisition of outstanding minority shares | 0 | - 410 | - 410 | |||||||||||||
| Equity as of 31 December 2008 | 21,200 | 143,454 | 153,775 | - 4,733 | - 2,247 | 311,449 | 0 | 311,449 | ||||||||
Issued Capital
As of 31 December 2008, the share capital of Bechtle AG consisted of 21,200,000 issued ordinary shares each with a nominal value of 1.00 euro. Each share confers one vote. The share capital has thus remained unchanged with respect to 31 December 2007.
The number of outstanding shares has been reduced to 20,990,500 shares as of 31 December 2008 (prior year: 21,200,000 shares) by the buyback of treasury shares. In the reporting period, the weighted average number of outstanding shares determined pursuant to IAS 33 was 21,164,950 shares (prior year: 21,200,000 shares).
Authorised and Contingent Capital
In accordance with § 4 (3) of Bechtle AG's articles of incorporation, the Executive Board is authorised up to 10 June 2009 to increase the company's ordinary share capital by up to 10,600 thousand euros (authorised capital) with the consent of the Supervisory Board by issuing new, non-par bearer shares.
Capital increases may be against cash contributions and/or contributions in kind. The Executive Board is authorised to exclude the subscription right of shareholders for maximum amounts with the consent of the Supervisory Board. The Executive Board is moreover authorised to exclude the subscription right with the consent of the Supervisory Board, provided (1st scenario) the capital increase against contributions in kind is for the acquisition of companies or investments in companies or (2nd scenario) the capital increase is against cash contributions, does not exceed ten per cent of the ordinary share capital on the date of issue and the issue price is not significantly below the quoted price or (3rd scenario) the capital increase is for the issue of employee shares and the proportional sum does not exceed ten per cent of the ordinary share capital on the date of issue.
The Executive Board is authorised to lay down further particulars for carrying out capital increases from the authorised capital with the consent of the Supervisory Board.
By way of a resolution adopted at the Annual General Meeting on 1 June 2001, the ordinary share capital was increased on a contingent basis by up to the nominal amount of 2,000 thousand euros by issuing 2,000,000 new shares with participating rights at the beginning of the year. The contingent capital is solely aimed at satisfying the subscription rights that were granted as part of the share option plan 2001/2008 in accordance with the resolution adopted at the Annual General Meeting on 1 June 2001 and shall, insofar, only be implemented if subscription rights are granted as part of the share option plan 2001/2008 and the holders of such subscription rights make use of them (Contingent Capital 2001).
Such subscription rights or share options did not exist in the fiscal years 2007 and 2008 and will not be issued in the future. Therefore, the company intends to cancel the contingent capital in 2009.
Capital Reserve
The capital reserve mainly contains the offering premium (Agio) from the capital increases, and compared with the figure as of 31 December 2007 is unchanged at 143,454 thousand euros.
Retained Earnings
Accrued Profits
At the Annual General Meeting of 17 June 2007, a resolution was passed to distribute a dividend of 0.60 euro for each individual share certificate for the 2007 fiscal year (dividend sum: 12,720 thousand euros). The dividend was paid on 18 June 2008.
Dividends may only be drawn from the company's retained earnings and revenue reserves as recognised in Bechtle AG's German financial statements. These amounts vary from the total equity compared with the figures stated in the consolidated financial statements in accordance with IFRS. The commitment to distribute future dividends is jointly proposed by the Executive Board and the Supervisory Board and voted on at the Annual General Meeting. The determining factors include, in particular, profitability, financial situation, capital requirements, business prospects as well as the general economic circumstances of the company. Since the company's strategy is geared toward internal and external growth, investments will be required that should - where possible - be financed internally. The Executive Board has decided to propose to the Supervisory Board and the Annual General Meeting that the retained profits for the fiscal year 2008 in the amount of 12,720 thousand euros be used to distribute a dividend of 0.60 euro per participating individual share certificate and to carry forward the dividend accruing to the treasury stock held by the company on the date of Annual General Meeting to a new account.
The retained earnings recognised in the annual financial statement of Bechtle AG prepared in accordance with German commercial law developed in the last fiscal year as follows:
| in th. euros | ||
|---|---|---|
| Retained earnings as of 1 January 2008 | 12,720 | |
| Distribution of dividends | - 12,720 | |
| Profit brought forward | 0 | |
| Earnings after taxes 2008 | 22,158 | |
| Allocation to reserves for treasury shares | - 2,247 | |
| Allocation to other revenue reserves | - 7,191 | |
| Retained earnings as of 31 December 2008 | 12,720 |
Accumulated Earnings Recognised Directly in Equity
On the balance sheet date, the accumulated earnings recognised directly in equity were as follows:
| in th. euros | 31.12.2008 | 31.12.2007 | ||
|---|---|---|---|---|
| Actuarial pension scheme gains and losses | - 9,586 | - 5,548 | ||
| Deferred taxes | 1,882 | 1,091 | ||
| Unrealised losses from securities | 0 | - 106 | ||
| Deferred taxes | 0 | 27 | ||
| Unrealised losses/profits from financial derivatives | - 369 | 79 | ||
| Deferred taxes | 98 | - 21 | ||
| Currency conversion differences from net investments in foreign business operations | - 841 | 353 | ||
| Deferred taxes | 66 | 0 | ||
| Currency conversion differences | 4,017 | - 5,541 | ||
| Accumulated earnings recognised directly in equity | - 4,733 | - 9,666 |
Treasury Shares
On 9 October 2008, the Executive Board of Bechtle AG decided to buy back up to 2.12 million own shares via the stock market (Xetra). The basis for the share buyback is the decision of the Annual General Meeting of 17 June 2008 that empowers the company under § 71 (1) no. 8 AktG to buy back up to ten per cent of equity in circulation on the date of the aforesaid resolution by 16 November 2009.
The acquisition of own shares by the company is conducted via the stock exchange or in the context of a public offering by the company. The cash value paid by the company per share may not be more than ten per cent above or below the average closing price for the shares in Xetra trading on the last five trading days prior to the buyback of the company's own shares, or in the case of a public offering, prior to the day of publication of the offer.
The authorisation has been exclusively issued for the following purposes: for the use of treasury shares to finance acquisitions; to change the capital structure of the company; for recalling shares; for issuing the shares of the company on foreign stock exchanges on which they have not been previously traded. For the rest, the buyback and use of treasury shares must comply with the conditions of the Annual General Meeting resolution.
In the reporting period, 209,500 treasury shares were bought back (prior year: 0 shares), meaning that as of 31 December 2008, the company held 209,500 treasury shares (prior year: 0 shares) and hence 0.99 per cent or 210 thousand euros of the equity. The valuation is performed on the basis of the total costs of the treasury shares bought back, which, given an average purchase price per share of 10.70 euros, totalled 2,247 thousand euros including transaction costs in the amount of 6 thousand euros. No treasury shares were sold during the reporting period.
Minority Shares
As previously mentioned in the “Consolidated companies” section, Bechtle AG acquired all outstanding minority shares (1.7 per cent of the shares) in PSB AG. The purchase price was 795 thousand euros.
Prior to this acquisition, 56 thousand euros of the after tax earnings of PSB AG was apportionable during the reporting period to the minority interest in PSB AG already existing as of 31 December 2007 (350 thousand euros). Goodwill was increased by 389 thousand euros; the amount by which the nominal value of the minority interest exceeded the purchase price (406 thousand euros).
In addition, in the reporting period Bechtle AG acquired the outstanding minority shares (0.2 per cent of the shares) in Buyitdirect.com N.V. against payment of a purchase price equal to the balance sheet value of the minority shares (4 thousand euros). This did not result in a change in goodwill.
Hence, on 31 December 2008 no minority interests remained on the balance sheet (31 December 2007: 354 thousand euros).
Capital Management
At 62.8 per cent, the equity ratio (equity in relation to the balance sheet total) at Bechtle (prior year: 61.2 per cent) shows a solid equity structure. The aim of Bechtle's capital management is to retain a strong equity base, in order to earn the trust of investors, creditors and the market, and facilitate future internal and external growth.
The Group controls its capital structure, and makes adjustments, in line with changes in the underlying economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payments to the shareowners or issue new shares or buy back existing shares. As of 31 December 2008 or by 31 December 2007, no changes had been made to the goals, guidelines and procedures.
