Quarterly Report • Sep 30, 2015
Quarterly Report
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Titan Cement S.A. and its Subsidiaries Interim Financial Statements for the period ended 31 March 2006
Titan Cement Company S.A. Company's No 6013/06/Β/86/90 in the register of Societes Anonymes 22A Halkidos Str. - 111 43 Athens
Company's No 6013/06/Β/86/90 in the register of Societes Anonymes 22A Halkidos Str. - 111 43 Athens
| Pages | |
|---|---|
| Balance sheet statement | 3 |
| Income statement | 4 |
| Statement of changes in shareholders' equity | 5 |
| Cash flow statement | 6 |
| Notes to the financial statements | 7-32 |
The Financial Statements presented through pages 3 to 32, both for the Group and the Parent Company, have been approved by the Board of Directors on May 10th 2006.
Chairman of the Board of Directors
ANDREAS L. CANELLOPOULOS I.D. No Α010727
DIMITRIOS TH. PAPALEXOPOULOS I.D. No Ξ163588
Managing Director
Chief Financial Officer
PASS No P60090793 HOWARD PRINCE-WRIGHT
Company's No 6013/06/Β/86/90 in the register of Societes Anonymes 22A Halkidos Str. - 111 43 Athens (Amounts in € thousand)
| Group | Company | |||
|---|---|---|---|---|
| ASSETS | 31/03/2006 | 31/12/2005 | 31/03/2006 | 31/12/2005 |
| Property, plant & equipment | 1.144.686 | 1.149.845 | 251.078 | 248.293 |
| Intangible assets | 94.186 | 94.990 | - | - |
| Investment properties | - | - | 7.248 | 7.226 |
| Investment in subsidiaries | - | - | 512.923 | 512.615 |
| Available for sale financial assets | 1.739 | 4.277 | 107 | 107 |
| Non current receivables | 8.794 | 8.146 | 1.612 | 1.603 |
| Deferred income tax assets | 829 | 746 | 3.940 | 3.761 |
| Non current assets | 1.250.234 | 1.258.004 | 776.908 | 773.605 |
| Inventories Trade receivables |
183.262 235.539 |
175.954 240.321 |
62.274 99.376 |
64.685 115.816 |
| Other receivables and prepayments | 46.835 | 32.097 | 16.114 | 15.659 |
| Derivative financial instruments | 1.272 | - | 32 | - |
| Available for sale financial assets | 3.206 | 2.346 | 747 | 942 |
| Cash and cash equivalents | 124.840 | 95.142 | 23.393 | 17 |
| Current assets | 594.954 | 545.860 | 201.936 | 197.119 |
| TOTAL ASSETS | 1.845.188 | 1.803.864 | 978.844 | 970.724 |
| LIABILITIES | ||||
| Long-term borrowings | 410.415 | 425.025 | 59.473 | 62.203 |
| Deferred income tax liabilities | 141.571 | 143.509 | 36.190 | 34.219 |
| Retirement benefit obligations | 38.099 | 38.937 | 22.473 | 23.293 |
| Non current provisions | 16.886 | 14.136 | 3.418 | 3.418 |
| Other non-current liabilities | 9.433 | 9.601 | 7.364 | 7.450 |
| Non current liabilities | 616.404 | 631.208 | 128.918 | 130.583 |
| Short-term borrowings | 77.849 | 64.538 | 34.538 | 48.996 |
| Trade and other payables | 143.789 | 136.259 | 51.665 | 51.805 |
| Current income tax liabilities | 31.885 | 27.600 | 22.692 | 17.786 |
| Current provisions | 4.284 | 4.477 | - | - |
| Shareholders for dividend | 50.912 | 51.012 | 50.911 | 51.012 |
| Current liabilities | 308.719 | 283.886 | 159.806 | 169.599 |
| Total liabilities (a) | 925.123 | 915.094 | 288.724 | 300.182 |
| Share capital (shares 84.330.124 x €2,00) | 168.660 | 168.660 | 168.660 | 168.660 |
| Share Premium | 22.133 | 22.133 | 22.133 | 22.133 |
| Share stock options | 1.203 | 731 | 1.203 | 731 |
| Total share capital | 191.996 | 191.524 | 191.996 | 191.524 |
| Reserves | 373.322 | 389.923 | 458.901 | 458.573 |
| Retained earnings | 338.928 | 290.943 | 39.223 | 20.445 |
| Share capital & reserves (b) | 904.246 | 872.390 | 690.120 | 670.542 |
| Minority interests (c) | 15.819 | 16.380 | - | - |
| Total equity (d) = (b) + (c) | 920.065 | 888.770 | 690.120 | 670.542 |
| Total equity and liabilities (e) = (a) + (d) | 1.845.188 | 1.803.864 | 978.844 | 970.724 |
Company's No 6013/06/Β/86/90 in the register of Societes Anonymes 22A Halkidos Str. - 111 43 Athens (Amounts in € thousand)
| Group | Company | ||||
|---|---|---|---|---|---|
| 1/1-31/3/2006 | 1/1-31/3/2005 | 1/1-31/3/2006 | 1/1-31/3/2005 | ||
| Turnover | 335.004 | 250.829 | 106.792 | 86.494 | |
| Cost of sales | -227.629 | -174.002 | -69.912 | -57.842 | |
| Gross profit | 107.375 | 76.827 | 36.880 | 28.652 | |
| Other operating income/ (expense) | -1.550 | 2.722 | -287 | 1.228 | |
| Administrative expenses | -20.523 | -17.789 | -7.610 | -6.924 | |
| Selling and marketing expenses | -4.971 | -4.216 | -830 | -745 | |
| Earnings before interest, taxes and depreciation | 80.331 | 57.544 | 28.153 | 22.211 | |
| Depreciation & amortization | -18.514 | -16.526 | -2.653 | -2.610 | |
| Earnings before interest and taxes | 61.817 | 41.018 | 25.500 | 19.601 | |
| Income from participations & investments | 2.145 | 327 | 24 | 22 | |
| Finance costs - net | -6.446 | -6.529 | -1.436 | -1.287 | |
| Gains / (losses) from financial instruments | -199 | -2.585 | - | 709 | |
| Exchange differences gains/(losses) | 1.572 | 4.553 | 1.354 | -3.317 | |
| Profit before taxes | 58.889 | 36.784 | 25.442 | 15.728 | |
| Less: taxes | -16.166 | -10.043 | -6.664 | -4.411 | |
| Profit after taxes | 42.723 | 26.741 | 18.778 | 11.317 | |
| Attributable to: | |||||
| Shareholders | 43.027 | 27.174 | 18.778 | 11.317 | |
| Minority interest | -304 | -433 | - | - | |
| Net profit per share - basic (in €) | 0,51 | 0,32 | 0,22 | 0,13 | |
| Net profit per share - diluted (in €) | 0,51 | 0,32 | 0,22 | 0,13 | |
Company's No 6013/06/Β/86/90 in the register of Societes Anonymes 22A Halkidos Str. - 111 43 Athens (Amounts in € thousand)
| Group | Company | ||||
|---|---|---|---|---|---|
| 31/03/2006 | 31/03/2005 | 31/03/2006 | 31/03/2005 | ||
| Equity balance at the beginning of period (1/1/2006 and | |||||
| 1/1/2005 respectively) | 888.770 | 675.986 | 670.542 | 600.956 | |
| Net profit per income statement after tax | 42.723 | 26.741 | 18.778 | 11.317 | |
| Share capital increase due to share options | 472 | 233 | 472 | 233 | |
| Income charged directly to equity | -1.684 | 72 | - | - | |
| Translation differences | -10.544 | 12.214 | - | - | |
| Increase/(decrease) on derivative hedging position | 328 | -1.426 | 328 | -1.426 | |
| Equity balance at the end of period (31/3/2006 and | |||||
| 31/3/2005 respectively) | 920.065 | 713.820 | 690.120 | 611.080 |
Company's No 6013/06/Β/86/90 in the register of Societes Anonymes 22A Halkidos Str. - 111 43 Athens (Amounts in € thousand)
| Group | Company | |||
|---|---|---|---|---|
| 1/1-31/3/2006 | 1/1-31/3/2005 | 1/1-31/3/2006 | 1/1-31/3/2005 | |
| Cash flows from operating activities | ||||
| Profits before taxes | 58.889 | 36.784 | 25.442 | 15.728 |
| Adjustments for: | ||||
| Depreciation | 18.514 | 16.526 | 2.653 | 2.610 |
| Income from participations & investments | -2.145 | -327 | -24 | -22 |
| Interest expense | 6.459 | 6.529 | 1.446 | 1.287 |
| Provisions | 4.630 | 1.172 | 993 | -53 |
| Exchange differences | -1.572 | -4.553 | -1.354 | 3.317 |
| Other non cash flow items | 601 | 3.262 | 322 | -480 |
| Operating profit before changes in working capital | 85.376 | 59.393 | 29.478 | 22.387 |
| Decrease/(increase) in inventories | -7.707 | -17.162 | 2.049 | -5.277 |
| Decrease/(increase) in trade and other receivables | 299 | 7.698 | 16.343 | -2.146 |
| Increase/(decrease) in trade payables (excluding banks) | 4.699 | 12.422 | -2.635 | 7.408 |
| Cash generated from operations | 82.667 | 62.351 | 45.235 | 22.372 |
| Interest received | 778 | 710 | 47 | 1 |
| Taxation paid | -11.205 | -4.178 | -91 | -81 |
| Net cash flows from operating activities | 72.240 | 58.883 | 45.191 | 22.292 |
| Cash flows from investing activities | ||||
| Purchase of tangible and intangible assets | -31.957 | -23.044 | -5.475 | -3.032 |
| Proceeds from the sale of property, plant and equipment | 415 | 308 | 280 | 16 |
| Proceeds from dividends | 29 | - | 330 | - |
| Disposal/(Acquisition) of subsidiaries, net of cash | -12.505 | -193 | -156 | - |
| Proceeds from disposal of available-for-sale financial assets | 4.269 | - | 195 | - |
| Purchase of available-for-sale financial assets | -1.823 | -1.681 | - | -57 |
| Decrease/(increase) in long-term receivables | -861 | -1.500 | -8 | 86 |
| Net cash flows from investing activities | -42.433 | -26.110 | -4.834 | -2.987 |
| Net cash flows after investing activities | 29.807 | 32.773 | 40.357 | 19.305 |
| Cash flows from financing activities | ||||
| Interest paid | -7.524 | -7.238 | -1.494 | -1.289 |
| Dividends paid | -100 | -91 | -100 | -91 |
| Proceeds from borrowings | 39.751 | 37.702 | 52 | 25.830 |
| Payments of borrowings | -31.499 | -23.950 | -15.439 | -15.064 |
| Net cash flows from financing activities | 628 | 6.423 | -16.981 | 9.386 |
| Net increase in cash and cash equivalents | 30.435 | 39.196 | 23.376 | 28.691 |
| Cash and cash equivalents at beginning of the period | 95.142 | 78.408 | 17 | 21 |
| Effects of exchange rate changes | -737 | 4.816 | - | - |
| Cash and cash equivalents at end of the period | 124.840 | 122.420 | 23.393 | 28.712 |
Company's No 6013/06/B/86/90 in the register of Societes Anonymes 22A Halkidos Str. – 111 43 Athens
TITAN CEMENT S.A. (the Company) and, its subsidiaries, joint ventures and associates (collectively the Group) are engaged in the production, trade and distribution of a wide range of construction materials, from aggregates, cement, concrete, cement blocks, dry mortars and fly ash, as well as porcelain ware. The Group operates primarily in Greece, the Balkans, Egypt and the United States of America.
The Company is a limited liability company incorporated and domiciled in Greece and is listed on the Athens Stock Exchange.
These financial statements have been approved for issue by the Board of Directors on 10 May, 2006.
The principal accounting policies adopted in the preparation of these financial statements are set out below:
These financial statements have been prepared by management in accordance with International Financial Reporting Standards ("IFRS"), including International Reporting Standards ("IAS"), and the interpretations issued by the International Financial Reporting Interpretations Committee, that have been approved by the European Union, and IFRS that have been issued by the International Accounting Standards Board ("IASB").
All IFRS issued by the IASB, which apply to the preparation of these financial statements have been accepted by the European Council following an approval process undertaken by European Commission ("EC"), except for IAS 39 "Financial Instruments: Recognition and Measurement". Following this process and as a result of representations made by the Accounting Regulatory Committee of the European Council, the latter issued the Directives 2086/2004 and 1864/2005 that require the application of IAS 39 by all listed companies with effect from the 1st January 2005, except for specific sections that relate to hedging of deposit portfolios.
As the Group and the Company are not impacted by the sections that relate to hedging of deposit portfolios, as reflected in the IAS 39 approved by the ΕC, these financial statements have been prepared in compliance with IFRS that have been approved by the ΕC and IFRS that have been issued by the IASB.
IFRS 1 "First-time Adoption of International Financial Reporting Standards", has been applied in preparing the financial statements with effect from 1st January 2004. IAS 1 "Presentation of Financial Statements" requires the presentation of comparative information for at least the prior corresponding period to the current period being presented. Therefore the Group's and Company's first time adoption balance sheet under IFRS is that of the 1st January 2003 (date of first
Company's No 6013/06/B/86/90 in the register of Societes Anonymes 22A Halkidos Str. – 111 43 Athens
adoption of IFRS). The Group and the Company has taken the exemption available under IFRS 1 to only apply IAS 32 (revised) "Financial Instruments: Disclosure and Presentation" and IAS 39 (revised) "Financial Instruments: Recognition and Measurement" from 1 January 2005.
These financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain equity investments, investment property, and derivative instruments (comprising forward exchange contracts) at fair value through profit or loss.
The preparation of financial statements, in conformity with IFRS, requires the use of critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Critical accounting estimates and judgments on page 25.
Certain new standards, interpretations and amendments to existing standards have been published that are mandatory for the Group's current and subsequent accounting periods. Managements estimation of the impact of these new standards, interpretations and amendments is as follows:
This amendment introduces the option of an alternative recognition approach for actuarial gains and losses. It may impose additional recognition requirements for multi-employer plans where insufficient information is available to apply defined benefit accounting. It also adds new disclosure requirements. As the Group does not intend to change the accounting policy adopted for recognition of actuarial gains and losses and as sufficient information exists that allows the application of defined benefit accounting, with respect to a multi-employer plan in which certain employees of the Group's subsidiaries in the USA participate, adoption of this amendment will only impact the format and extent of disclosures presented in the accounts. The Group and the Company will apply this amendment from annual periods beginning 1 January 2006.
The amendment allows the foreign currency risk of a highly probable forecast intra-group transaction to qualify as a hedged item in the consolidated financial statements, provided that: (a) the transaction is denominated in a currency other than the functional currency of the entity entering into that transaction; and (b) the foreign currency risk will affect consolidated profit or loss. This amendment is not relevant to the Group's operations, as the Group does not have any intra-group transactions that would qualify as a hedged item in the consolidated financial statements.
Company's No 6013/06/B/86/90 in the register of Societes Anonymes 22A Halkidos Str. – 111 43 Athens
This amendment changes the definition of financial instruments classified at fair value through profit or loss and restricts the ability to designate financial instruments as part of this category. The Group and the Company believes that this amendment should not have a significant impact on the classification of financial instruments, as the Group and the Company should be able to comply with the amended criteria for the designation of financial instruments at fair value through profit and loss. The Group and the Company will apply this amendment from annual periods beginning 1 January 2006.
This amendment requires issued financial guarantees, other than those previously asserted by the entity to be insurance contracts, to be initially recognised at their fair value, and subsequently measured at the higher of (a) the unamortised balance of the related fees received and deferred, and (b) the expenditure required to settle the commitment at the balance sheet date. Management considered this amendment to IAS 39 and concluded that it is not relevant to the Group and the Company.
These amendments are not relevant to the Group's operations, as the Group does not carry out exploration for and evaluation of mineral resources.
IFRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. IFRS 7 replaces IAS 30 "Disclosures in the Financial Statements of Banks and Similar Financial Institutions", and disclosure requirements in IAS 32 "Financial Instruments: Disclosure and Presentation." It is applicable to all entities that report under IFRS. The amendment to IAS 1 introduces disclosures about the level of an entity's capital and how it manages capital. The Group assessed the impact of IFRS 7 and the amendment to IAS 1 and concluded that the main additional disclosures will be the sensitivity analysis to market risk and the capital disclosures required by the amendment of IAS 1. The Group will apply IFRS 7 and the amendment to IAS 1 from annual periods beginning 1 January 2007.
Company's No 6013/06/B/86/90 in the register of Societes Anonymes 22A Halkidos Str. – 111 43 Athens
IFRIC 4 requires the determination of whether an arrangement is or contains a lease to be based on the substance of the arrangement. It requires an assessment of whether: (a) fulfillment of the arrangement is dependent on the use of a specific asset or assets (the asset); and (b) the arrangement conveys a right to use the asset. Management is currently assessing the impact of IFRIC 4 on the Group's operations.
• IFRIC 5, Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds (effective from 1 January 2006).
IFRIC 5 is not relevant to the Group's operations.
• IFRIC 6, Liabilities arising from Participating in a Specific Market – Waste Electrical and Electronic Equipment (effective from 1 December 2005).
IFRIC 6 is not relevant to the Group's operations.
(1) Subsidiaries
Subsidiaries, which are those entities (including special purpose entities) in which the Group has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies, are consolidated.
The existence and effect of potential voting rights that are presently exercisable or presently convertible are considered when assessing whether the Group controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the sum of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued by the Group, in exchange for control of the acquired plus any costs directly attributable to the acquisition. The acquired identifiable assets, liabilities and contingent liabilities are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interests. The excess of the cost of acquisition over the fair value of the net assets of the subsidiary acquired is recorded as goodwill. Where the cost of the acquisition is less than the fair value of the Group's share of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. Note F outlines the accounting policy on goodwill.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless cost cannot be recovered.
Company's No 6013/06/B/86/90 in the register of Societes Anonymes 22A Halkidos Str. – 111 43 Athens
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
(2) Joint ventures (Jointly controlled entities)
A joint venture is an entity jointly controlled by the Group and one or more other ventures in terms of a contractual arrangement. The Group's interest in jointly controlled entities is accounted for by the proportional consolidation method of accounting. The Group combines its share of the joint ventures' individual income and expenses, assets and liabilities and cash flows on a line-by-line basis with similar items in the Group's financial statements. The Group recognises the portion of gains or losses on the sale of assets by the Group to the joint venture that is attributable to the other ventures.
The Group does not recognise its share of profits or losses from the joint venture that result from the purchase of assets by the Group from the joint venture until it resells the assets to an independent party. However, if a loss on the transaction provides evidence of a reduction in the net realisable value of current assets or an impairment loss, the loss is recognised immediately.
Accounting policies of joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group.
(1) Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured in the functional currency, which is the currency of the primary economic environment in which each Group entity operates. The financial statements are presented in Euros, which is the functional and presentation currency of the Company and of the Group.
(2) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates (i.e. spot rates) prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in equity as qualifying net investment hedges.
Translation differences on non-monetary items, such as equity investments held at fair value through the profit and loss are included as part of the fair value gain or loss in the income statement.
Company's No 6013/06/B/86/90 in the register of Societes Anonymes 22A Halkidos Str. – 111 43 Athens
The operating results and financial position of all group entities (none of which operate in a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings designated as hedges of such investments, are taken to shareholders' equity. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
Property, plant and equipment is stated at historical cost less subsequent depreciation and impairment, except for land (excluding quarries), which is shown at cost less impairment.
Cost includes expenditure that is directly attributable to the acquisition of the items and any environmental rehabilitation costs to the extent that they have been recognised as a provision (refer to note S – Environmental rehabilitation costs.) Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. Subsequent costs are depreciated over the remaining useful life of the related asset or to the date of the net major subsequent cost whichever is the sooner.
Depreciation, with the exception of quarries, is calculated on the straight-line method to write off the assets to their residual values over their estimated useful lives as follows:
| Buildings | Up to 50 years |
|---|---|
| Plant and machinery | Up to 40 years |
| Motor vehicles | 5 to 15 years |
| Office equipment (incl. computer equipment and software) furniture and fittings |
3 to 10 years |
| Minor value assets | Up to 2 years |
Land on which quarries are located is depreciated on a depletion basis. This depletion is recorded as the material extraction process advances based on the unitof-production method. Other land is not depreciated.
Where an item of plant and machinery comprises major components with different useful lives, the components are accounted for as separate items of plant and machinery.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. (Refer to note G – Impairment of assets)
Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in operating profit.
Interest costs on borrowings specifically used to finance the construction of property, plant and equipment are capitalised during the construction period.
Investment properties are held to earn rental income and appreciate capital value. Owner-occupied properties are held for production and administrative purposes. This distinguishes owner-occupied properties from investment properties.
Investment properties are treated as long-term investments and carried at fair value, representing open market value determined internally on an annual basis, by management. Changes in fair values are recorded in net income and are included in other operating income.
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net assets of the acquired subsidiary, joint venture and associate at the date of acquisition. Goodwill on acquisitions of subsidiaries and joint ventures are included in intangible assets. Goodwill on acquisitions of associates occurring is included in investments in associates. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of those cash-generating units represents the Group's investment in each territory of operation by each primary reporting segment.
Negative goodwill is recognised where the fair value of the Group's interest in the net assets of the acquired entity exceeds the cost of acquisition and is taken to income immediately.
Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred. Costs that are directly associated with identifiable and unique software products controlled by the Group and that will probably generate economic benefits exceeding costs beyond one year, are recognised as part of office equipment, in property, plant and equipment. Direct costs include staff costs of the software development team and an appropriate portion of relevant overheads.
Expenditure, which enhances or extends the performance of computer software programmes beyond their original specifications is recognised as a capital improvement and added to the original cost of the software. Computer software development costs recognised as assets are amortised using the straight-line method over their useful lives, not exceeding a period of 2 years.
Patents, trademarks and licences are shown at historical cost. These intangible assets have a definite useful life, and their cost is amortised using the straight-line method over their useful lives, not exceeding 20 years.
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised, as an expense immediately, for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).
Equity investments in subsidiaries, joint ventures and associates are measured at cost less impairment (See note B above – Consolidation). Trading investments are classified as available-for-sale current assets and are measured at fair value, with fair value gains and losses recognised in equity unless realised, in which case these are recognised in the income statement.
Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in liabilities. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset or the lease term.
Inventories are stated at the lower of cost or net realisable value. Cost is determined using the weighted average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity) but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.
Company's No 6013/06/B/86/90 in the register of Societes Anonymes 22A Halkidos Str. – 111 43 Athens
Appropriate allowance is made for damaged, obsolete and slow moving items. Write-downs to net realisable value and inventory losses are expensed in the period in which the write-downs or losses occur.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the income statement.
Cash and cash equivalents comprise cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are included within borrowings in current liabilities on the balance sheet.
Borrowings are recognised initially at fair value, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortised cost using the effective yield method. Any difference between proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings.
Borrowings are classified as current liabilities unless the Group entity has an unconditional right to defer settlement for at least 12 months after the balance sheet date.
Deferred income tax is provided in full using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit and loss, it is not accounted for.
Deferred income tax assets are recognised only to the extent that is it probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, joint ventures and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income taxation is determined using tax rates that have been enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the related deferred income tax liability is settled. Deferred tax is charged or credited in the income statement, except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.
Certain Group companies have various pension and other retirement schemes in accordance with the local conditions and practices in the countries in which they operate. These schemes are both funded and unfunded. The funded scheme is funded through payments to a trustee-administered fund as determined by periodic actuarial calculations. A defined benefit plan is a pension or a similar retirement plan that defines an amount of pension or retirement benefit to be provided, usually as a function of one or more factors such as age, years of service or compensation. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees benefits relating to employee service in the current and prior periods.
The liability in respect of defined benefit pension or retirement plans, including certain unfunded termination indemnity benefit plans, is the present value of the defined benefit obligation at the balance sheet date minus the fair value of plan assets (where funded) together with adjustments for actuarial gains/ losses and past service cost. The defined benefit obligation is calculated at periodic intervals not exceeding two years by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by the estimated future cash outflows using interest rates applicable to high quality corporate bonds or government securities which have terms to maturity approximating the terms of the related liability.
Company's No 6013/06/B/86/90 in the register of Societes Anonymes 22A Halkidos Str. – 111 43 Athens
Actuarial gains and losses arising from experience adjustments, changes in actuarial assumptions and amendments to pension plans are charged or credited to income over the average remaining service lives of the related employees.
For defined contribution plans, the company will pay contributions into a separate fund on a mandatory, contractual or voluntary basis. Once the contributions have been paid, the company has no further payment obligations. The regular contributions constitute net periodic costs for the year in which they are due and as such are included in staff costs.
(2) Termination benefits
Termination benefits are payable whenever an employee's employment is terminated, before the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefits. Where the employee's employment is terminated at the normal retirement date, the entitlement to these benefits is usually based on the employee remaining in service up to retirement age and the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment, using an accounting methodology similar to that for defined benefit pension plans.
These obligations are valued every two years by independent qualified actuaries. As regards termination before the normal retirement date or voluntary redundancy, the Group recognises termination benefits when it is demonstrably committed to either terminate the employment of current employees according to a detailed formal plan without possibility of withdrawal or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Any such benefits falling due more than 12 months after balance sheet date are discounted to present value.
(3) Profit sharing and bonus plans
A liability for employee benefits in the form of profit sharing and bonus plans is recognised in other provisions when there is no realistic alternative but to settle the
Liabilities for profit sharing and bonus plans are expected to be settled within 12 months and are measured at the amounts expected to be paid when they are settled.
(4) Equity compensation benefits
Company's No 6013/06/B/86/90 in the register of Societes Anonymes 22A Halkidos Str. – 111 43 Athens
Share options are granted to certain members of senior management. Options are granted at a discount to the market price of the shares at the time the scheme was put into force (in respect of the old scheme) and at par value (in respect of the new scheme) on the respective dates of the grants and are exercisable at those prices. Options are exercisable beginning six months from the date of grant, in respect of the old scheme, and as regards the new scheme each option must be exercised within twelve months of its respective vesting period. Both schemes have a contractual option term of three years.
The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted. At each balance sheet date, the Group revises its estimates of the number of options that are expected to become exercisable and recognises the impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.
Government grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs they are intended to compensate.
Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities and are credited to the income statement on a straight-line basis over the expected lives of the related assets.
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.
The Group recognises a provision for onerous contracts when the expected benefits to be derived from a contract are less than the unavoidable costs of meeting the obligations under the contract.
Restructuring provisions comprise lease termination penalties and employee termination payments, and are recognised in the period in which the Group becomes legally or constructively committed to payment. Costs related to the ongoing activities of the Group are not provided in advance.
Long-term provisions are determined by discounting the expected future cash flows and taking the risks specific to the liability into account.
Group companies are generally required to restore quarries at the end of their producing lives to a condition acceptable to the relevant authorities and consistent with the Group's environmental policies and standards.
In the USA, costs associated with such rehabilitation activities are measured at the present value of future cash outflows expected to be incurred and are recognised as an asset, within property, plant and equipment, and a corresponding liability. The capitalised cost is depreciated over the useful life of the asset and any change in the net present value of the expected liability is included with finance costs. In Greece, costs associated with the rehabilitation of quarries and mines are expensed on an annual basis.
Revenue comprises the fair value for the sale of goods and services net of valueadded tax, rebates and discounts, and after eliminating sales within the Group. Revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer (usually upon delivery and customer acceptance) and the realization of the related receivable is reasonably assured.
Revenue arising from services is recognised on an accrual basis in accordance with the substance of the relevant agreements.
Interest income is recognised on a time proportion basis, taking account of the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group.
Dividend income is recognised when the right to receive payment is established.
Dividends are recorded in the financial statements when declared.
Geographical segments provide products or services within a particular economic environment that is subject to risks and returns that are different from those of components operating in other economic environments. Business segments provide products or services that are subject to risks and returns that are different from those of other business segments.
Emission rights are accounted under the net liability method, based on which the Company recognizes a liability for emissions when the emissions are made and are in excess of the allowances allocated. Emission rights acquired in excess of those required to cover its shortages are recognized as an asset, at cost.
The Group's activities expose it to a variety of financial risks, including the effects of changes in debt and equity market prices, foreign currency exchange rates and interest rates. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group as a whole.
Risk management is carried out by a central treasury department (The Corporate Treasury Department) which operates as a service department that provides services to all businesses within the Group, co-ordinates access to both domestic and international financial markets and manages the financial risks relating to the Group's operations. This includes identifying, evaluating and if necessary, hedging financial risks in close co-operation with the various entities within the Group. The Corporate Treasury Department does not undertake any transactions of a speculative nature or which are unrelated to the Group's trading activities.
The Group's financial instruments consist mainly of deposits with banks, bank overdrafts, money market instruments, trade accounts receivable and payable, loans to and from subsidiaries, associates, joint ventures, equity investments, dividends payable and lease obligations.
The Group operates internationally and undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations. Exchange rate exposures are managed within approved policy parameters utilising forward exchange contracts. The Group has potential currency exposures in respect of items denominated in foreign currencies comprising transactional exposure in terms of imports and exports incurred in currencies other than the Euro and in respect of investments in overseas operations.
Company's No 6013/06/B/86/90 in the register of Societes Anonymes 22A Halkidos Str. – 111 43 Athens
Exposures are managed through the use of natural hedges as well as forward exchange contracts. It is the policy of the Group to use as natural hedges any material foreign currency loans against underlying investments in foreign subsidiaries whose net assets are exposed to currency translation risk, when possible. Hence currency exposure to the net assets of the Group's subsidiaries in the United States of America is managed primarily through borrowings denominated in US Dollars. In other markets where the Group operates, such as Egypt and certain Balkan countries the Group assesses the financing needs of the business and where possible matches the currency of financing with the underlying asset exposure. The exception to this is Egypt where the Group has an asset exposure in Egyptian pounds and a financing obligation in Japanese Yen. The Group has determined that the cost of refinancing the Yen obligation to Egyptian pounds is prohibitive. To more effectively manage this exposure, the Yen obligation has been switched to US Dollars through forward exchange contracts.
The Group's income and operating cash flows are substantially independent of changes in market interest rates. Exposure to interest rate risk on liabilities and investments is monitored on a proactive basis. In order to mitigate interest rate risk, the financing of the Group is structured on a pre-determined combination of fixed and floating interest rates. Interest rate derivatives may occasionally be used, if deemed necessary, to change the abovementioned combination.
It is the policy of the Group to continuously review interest rate trends and the tenure of financing needs. In this respect, decisions are made on an individual basis as to the term and fixed versus floating cost of a loan.
Consequently, all short term borrowings are entered into at floating rates. Medium and long-term facilities are normally entered into at fixed interest rates. This provides the Group the ability to avoid significant fluctuation in interest rate movements.
The Group has no significant concentrations of credit risk. Trade accounts receivable consist mainly of a large, widespread customer base. All Group companies monitor the financial position of their debtors on an ongoing basis.
Where considered appropriate, credit guarantee insurance cover is purchased. The granting of credit is controlled by application and account limits. Appropriate provision for impairment losses is made for specific credit risks and at the year-end management did not consider there to be any material credit risk exposure that was not already covered by credit guarantee insurance or a doubtful debt provision.
The Group also has potential risk exposure on cash and cash equivalents, investments and derivative contracts. The Group minimises its counterparty exposure arising from money market and derivative instruments by only dealing
Company's No 6013/06/B/86/90 in the register of Societes Anonymes 22A Halkidos Str. – 111 43 Athens
with well-established financial institutions of high credit standing. The Group has policies in place that limit the amount of credit exposure to any one financial institution.
Prudent liquidity risk management implies the availability of funding through adequate amounts of committed credit facilities, cash and marketable securities and the ability to close out those positions as and when required by the business.
The Group manages liquidity risk by proper management of working capital and cash flows. This is done by monitoring forecast cash flows and ensuring that adequate banking facilities and reserve borrowing facilities are maintained. The Group has sufficient undrawn call/demand borrowing facilities that could be utilised to fund any potential shortfall in cash resources.
Derivative financial instruments are initially recognised in the balance sheet at cost and subsequently are measured at their fair value. The method of recognising the resulting gain or loss is dependent on the nature of the item being hedged. The Group designates certain derivatives as either (1) a hedge of the fair value of a recognised asset or liability (fair value hedge), or (2) a hedge of a forecast transaction or of a firm commitment (cash flow hedge), or (3) a hedge of a net investment in a foreign entity on the date a derivative contract is entered into. Certain derivative transactions, while providing effective economic hedges under the Group's risk management policies, do not qualify for hedge accounting under the specific rules in IFRS.
Gains and losses on subsequent measurement are recognised as follows:
Gains and losses arising from a change in the fair value of financial instruments that are not part of a hedging relationship are included in the net profit or loss for the period in which it arises.
Gains and losses from measuring fair value hedging instruments, including fair value hedges for foreign currency denominated transactions, are recognised immediately in net profit or loss.
Gains and losses from measuring cash flow hedging instruments, including cash flow hedges for forecasted foreign currency denominated transactions and for interest rate swaps, are initially recognised directly in equity. Should the hedged firm commitment or forecasted transaction result in the recognition of an asset or a liability, then the cumulative amount recognised in equity is adjusted against the initial measurement of the asset or liability. For other cash flow hedges, the cumulative amount recognised in equity is included in net profit or loss in the period when the commitment or forecasted transaction affects profit or loss.
Company's No 6013/06/B/86/90 in the register of Societes Anonymes 22A Halkidos Str. – 111 43 Athens
When a hedging instrument or hedge relationship is terminated but the hedged transaction is still expected to occur, the cumulative unrealised gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer probable, the cumulative unrealised gain or loss is recognised in the income statement immediately.
Hedges of net investments in foreign entities are accounted for similarly to cash flow hedges. Where the hedging instrument is a derivative, any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. However, where the hedging instrument is not a derivative (for example, a foreign currency borrowing), all foreign exchange gains and losses arising on the translation of a borrowing that hedges such an investment (including any ineffective portion of the hedge) are recognised in equity.
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective strategy for undertaking various hedge transactions. This process includes linking all derivatives designated as hedges to specific assets and liabilities or to specific firm commitments or forecast transactions. The Group also documents its assessment, both at the hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
Where a legally enforceable right of offset exists for recognised financial assets and financial liabilities, and there is an intention to settle the liability and realise the asset simultaneously, or to settle on a net basis, all related financial effects are offset.
The fair value of forward foreign exchange contracts is determined using forward exchange market rates at the balance sheet date. When use is made of interest rate swaps, the fair value is calculated as the present value of the estimated future cash flows.
In assessing the fair value of non-traded derivatives and other financial instruments, the Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Quoted market prices or dealer quotes for the specific or similar instruments are used for long-term debt. Other techniques, such as option pricing models and estimated discounted value of future cash flows, are used to determine fair value for the remaining financial instruments.
Company's No 6013/06/B/86/90 in the register of Societes Anonymes 22A Halkidos Str. – 111 43 Athens
The face values less any estimated credit adjustments for financial assets and liabilities with a maturity of less than one year are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate available to the Group for similar financial instruments.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Management makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Management tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note F (1). The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates refer below.
If the actual gross margin had been higher or the pre-tax discounted rate lower than management's estimates, the Group would not be able to reverse any impairment losses that arose on goodwill.
Group entities are subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Management recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
| European Union | Greece and the | North America | South Eastern Europe |
Eastern Mediterranean |
Total Group | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| For thePeriod 1/1 - 31/3 | 2006 | 2005 | 2006 | 2005 | 2006 | 2005 | 2006 | 2005 | 2006 | 2005 |
| Turnover | 115.877 | 102.107 | 183.996 | 120.791 | 20.964 | 17.575 | 14.167 | 10.356 | 335.004 | 250.829 |
| Gross profit | 44.018 | 34.973 | 50.635 | 32.592 | 5.063 | 4.221 | 7.659 | 5.041 | 107.375 | 76.827 |
| Earnings before interest, taxes, and depreciation |
32.331 | 25.730 | 38.180 | 24.440 | 2.952 | 2.638 | 6.868 | 4.736 | 80.331 | 57.544 |
| Earnings before interest and taxes |
28.877 | 22.392 | 27.615 | 15.419 | 720 | 553 | 4.605 | 2.654 | 61.817 | 41.018 |
| Greece and the European Union |
North America | South Eastern Europe |
Eastern Mediterranean |
Total Group | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 31/3/06 | 31/12/05 | 31/3/06 | 31/12/05 | 31/3/06 | 31/12/05 | 31/3/06 | 31/12/05 | 31/3/06 | 31/12/05 | |
| Capital expenditure | 6.556 | 39.473 | 18.409 | 89.941 | 6.591 | 14.118 | 401 | 2.203 | 31.957 | 145.735 |
| Total assets | 515.866 | 552.164 | 883.110 | 831.690 | 269.695 | 266.184 | 176.517 | 153.826 | 1.845.188 | 1.803.864 |
| Total liabilities | 269.527 | 336.300 | 521.801 | 470.744 | 20.654 | 22.197 | 113.141 | 85.853 | 925.123 | 915.094 |
| Subsidiary and joint venture name | Country of Nature of business incorporation |
% of direct investment |
% of indirect investment |
|
|---|---|---|---|---|
| Full consolidation method | ||||
| Τitan Cement S.A | Greece | Cement Producer | Parent company | |
| Albacem S.A. | Greece | Import & Distribution of Cement | 100,000 | - |
| Interbeton Construction Materials S.A. | Greece | Ready Mix & Aggregates | 99,679 | 0,321 |
| Intercement S.A. | Greece | Trading Company | 99,950 | 0,050 |
| Intertitan Trading International S.A. | Greece | Trading Company | 99,995 | 0,005 |
| Ionia S.A. | Greece | Porcelain | 100,000 | - |
| Lakmos S.A. | Greece | Trading Company | 99,950 | 0,050 |
| Quarries Gournon S.A. | Greece | Quarries & Aggregates | 54,930 | 45,070 |
| Tagarades Community Quarries S.A. | Greece | Quarries & Aggregates | - | 79,928 |
| Quarries Corinthias S.A. | Greece | Quarries & Aggregates | - | 100,000 |
| Leesem S.A. | Greece | Trading Company | 9,744 | 90,256 |
| Titan Cement International Trading S.A. | Greece | Trading Company | 99,800 | 0,200 |
| Titan Atlantic Cement Industrial and Commercial S.A. Greece | Investment Holding Company | 99,817 | 0,183 | |
| Aeolian Maritime Company | Greece | Shipping | 100,000 | - |
| Achaiki Maritime Company | Greece | Shipping | 100,000 | - |
| Kimolos Maritime Company* | Greece | Shipping | 100,000 | - |
| Naftitan S.A. | Greece | Shipping | 99,900 | 0,100 |
| Polikos Maritime Company | Greece | Shipping | 100,000 | - |
| Granitoid AD | Bulgaria | Trading Company | - | 99,669 |
| Zlatna Panega Beton EOOD | Bulgaria | Ready Mix | - | 99,989 |
| Zlatna Panega Cement AD | Bulgaria | Cement Producer | - | 99,989 |
| Fintitan SRL | Italy | Import & Distribution of Cement | 100,000 | - |
| Separation Technologies Canada Ltd | Canada | Converter of waste material into fly ash | - | 100,000 |
| Aemos Cement Ltd | Cyprus | Investment Holding Company | 100,000 | - |
| Balkcem Ltd | Cyprus | Investment Holding Company | - | 100,000 |
| Iapetos Ltd | Cyprus | Investment Holding Company | 100,000 | - |
| Rea Cement Ltd | Cyprus | Investment Holding Company | - | 100,000 |
| Themis Holdings Ltd | Cyprus | Investment Holding Company | - | 51,006 |
| Tithys Ltd | Cyprus | Investment Holding Company | - | 100,000 |
| Separation Technologies U.K. Ltd | U.K | Converter of waste material into fly ash | - | 100,000 |
| Titan Cement U.K. Ltd | U.K | Import & Distribution of Cement | 100,000 | - |
| Essex Cement Co. LLC | U.S.A. | Trading Company | - | 100,000 |
| Markfield America LLC | U.S.A. | Insurance Company | - | 100,000 |
| Pennsuco Cement Co LLC | U.S.A. | Cement Producer | - | 100,000 |
| Roanoke Cement Co. LLC | U.S.A. | Cement Producer | - | 100,000 |
| Separation Technologies LLC | U.S.A. | Converter of waste material into fly ash | - | 100,000 |
| Standard Concrete LLC | U.S.A. | Trading Company | - | 100,000 |
| Tarmac America LLC | U.S.A. | Cement Producer | - | 100,000 |
| Titan Virginia Ready Mix LLC | U.S.A. | Ready Mix | - | 100,000 |
| Τitan Αmerica LLC | U.S.A. | Investment Holding Company | - | 100,000 |
| Cementara Kosjeric AD | Serbia & Montenegro | Cement Producer | - | 74,280 |
| Usje Cementarnica AD | F.Y.R.O.M | Cement Producer | - | 94,835 |
| Proportional method | ||||
| Alexandria Portland Cement Co. S.A.E | Egypt | Cement Producer | - | 48,640 |
| Beni Suef Cement Co.S.A.E. | Egypt | Cement Producer | - | 49,932 |
| Blue Circle Cement Egypt S.A.E. | Egypt | Cement Producer | - | 48,490 |
| Four M Titan Silo Co. LLC | Egypt | Cement Silo Operations | - | 49,322 |
| Misrieen Titan Trade & Distribution | Egypt | Cement Silo Operations | - | 49,470 |
| East Cement Trade Ltd | Cyprus | Investment Holding Company | - | 50,000 |
| Βalkan Cement Enterprises Ltd | Cyprus | Investment Holding Company | - | 51,006 |
Alexandria Development Co.Ltd U.K. (Channel Islands) Investment Holding Company - 50,000 Lafarge Titan Egyptian Inv. Ltd U.K. (Channel Islands) Investment Holding Company - 50,000
| Titan Cement S.A | 2002-2005 | Rea Cement Ltd | 2004-2005 |
|---|---|---|---|
| Albacem S.A. | 2003-2005 | Themis Holdings Ltd | 2004-2005 |
| Interbeton Construction Materials S.A. | 2000-2005 | Tithys Ltd | 2003-2005 |
| Intercement S.A. | 2003-2005 | Separation Technologies U.K. Ltd | (a) |
| Intertitan Trading International S.A. | 2000-2005 | Titan Cement U.K. Ltd | (a) |
| Ionia S.A. | 2002-2005 Essex Cement Co. LLC | 2001-2005 | |
| Lakmos S.A. | 2003-2005 Markfield America LLC | 2001-2005 | |
| Quarries Gournon S.A. | 2000-2005 Pennsuco Cement Co LLC | 2001-2005 | |
| Tagarades Community Quarries S.A. | 2003-2005 Roanoke Cement Co. LLC | 2001-2005 | |
| Quarries Corinthias S.A. | 2005 | Separation Technologies LLC | 2001-2005 |
| Leesem S.A. | 2003-2005 | Standard Concrete LLC | 2001-2005 |
| Titan Cement International Trading S.A. | 2001-2005 Tarmac America LLC | 2001-2005 | |
| Titan Atlantic Cement Industrial and Commercial S.A. | 2001-2005 | Titan Virginia Ready Mix LLC | 2001-2005 |
| Aeolian Maritime Company | 2000-2005 | Titan America LLC | 2001-2005 |
| Achaiki Maritime Company | 2000-2005 | Cementara Kosjeric AD | 2000-2005 |
| Kimolos Maritime Company* | 2000-2005 | Usje Cementarnica AD | 2004-2005 |
| Naftitan S.A. | 2003-2005 | Alexandria Portland Cement Co. S.A.E | 2002-2005 |
| Polikos Maritime Company | 2000-2005 Beni Suef Cement Co.S.A.E. | 1999-2005 | |
| Granitoid AD | 2003-2005 Blue Circle Cement Egypt S.A.E. | (a) | |
| Zlatna Panega Beton EOOD | 2002-2005 Four M Titan Silo Co. LLC | 1997-2005 | |
| Zlatna Panega Cement AD | 2005 | Misrieen Titan Trade & Distribution | (a) |
| Fintitan SRL | (a) | East Cement Trade Ltd | 2003-2005 |
| Separation Technologies Canada Ltd | 2004-2005 Balkan Cement Enterprises Ltd | 2003-2005 | |
| Aemos Cement Ltd | 2000,03-05 Alexandria Development Co.Ltd | (a) | |
| Balkcem Ltd | 2002-2005 Lafarge Titan Egyptian Inv. Ltd | (a) | |
| Iapetos Ltd | 2000,03-05 | ||
(α) Under special tax status
Company's No 6013/06/Β/86/90 in the register of Societes Anonymes 22A Halkidos Str. - 111 43 Athens
The accounting policies applied in preparing these Financial statements are the same as those applied for the Financial statements at 31.12.2005.
There assets of the Group and the Company have not been pledged.
Number of employees at the end of the reporting period : Group 5.689 ( 31.3.2005 5.599), Parent Company 1.123 (31.3.2005 1.157).
Capital expenditure for the first quarter 2006 amounted to: Group € 32,0 m (31.3.2005 € 23,1 m), Parent Company € 5,5 m (31.3.2005 € 3,0 m).
Earnings per share have been calculated on the total weighted average of shares (i.e. ordinary and preferred).
Intercompany transactions for the 31.3.2006 and intercompany balances as of 31 March 2006 between the Company and related parties respectively are as follows: Sales of goods and services € 34,7 m, Purchases of goods and services € 6,9 m, Receivables € 36,6 m and Payables € 7,3 m.
Group subsidiary Titan America LLC announced the acquisition of Metro Redi - Mix Company and Elbrecht Concrete Inc. The above mentioned companies will be incorporated in the consolidated financial statements at the 2nd quarter of 2006.
Company's No 6013/06/Β/86/90 in the register of Societes Anonymes 22A Halkidos Str. - 111 43 Athens
| Balance sheet | 31/03/2006 | 31/12/2005 | 31.3.06 vs 31.12.05 |
|---|---|---|---|
| €1 = USD | 1,21 | 1,18 | -2,6% |
| €1 = EGP | 6,95 | 6,77 | -2,7% |
| 1USD=EGP | 5,74 | 5,74 | -0,1% |
| €1 = CSD | 86,77 | 85,50 | -1,5% |
| 1USD = JPY | 117,66 | 117,74 | 0,1% |
| Profit and loss | Ave 3M 06 | Ave 3M 05 | Ave 3M 06 vs 3M 05 |
| €1 = USD | 1,20 | 1,31 | 8,2% |
| €1 = EGP | 6,90 | 7,61 | 9,3% |
|---|---|---|---|
| 1USD=EGP | 5,74 | 5,82 | 1,4% |
| €1 = CSD | 87,13 | 80,57 | -8,1% |
| 1USD = JPY | 117,11 | 104,82 | -11,7% |
The following significant movements have occurred between the periods presented in these financial statements.
Non current assets have decreased by € 7,8m due to the translation impact from US operations and the sale of available for sale investments from the group subsidiary in FYROM, USJE CEMENTARNICA A.D.
The increase of other receivables and prepayments includes an amount of €12,5m which concerns advancement for the acquisition of METRO REDI - MIX COMPANY and ELBRECHT CONCRETE INC., in Florida U.S.A.
Derivative financial instruments assets have increased by € 1,3m. This movement results from foreign exchange contracts of the Egyptian operations.
Non current provisions are increased by € 2,8m due to a litigation provision taken in U.S.A.
Gross margin year on year has increased in line with the growth of sales.
Income from participations and investments are increased by 1,8m due to the profit realised from the sale of available for sale investments from the group subsidiary in FYROM, USJE CEMENTARNICA A.D.
| Contingencies | Group | Company | |||
|---|---|---|---|---|---|
| (all amounts in € thousands) | 31/3/2006 | 31/3/2005 | 31/3/2006 | 31/3/2005 | |
| Guarantees to third parties on behalf of subsidiaries | 113.643 | 130.709 | 422.234 | 360.985 | |
| Bank guarantee letters | 3.014 | 4.985 | 1.723 | 3.909 | |
| Guarantees given in respect of government grants relating to property, plant and equipment |
11.023 | 6.680 | 11.023 | 6.680 | |
| Other guarantees | 14.023 | 11.889 | 12.235 | 10.349 | |
| 141.703 | 154.263 | 447.215 | 381.923 |
A Court of Florida has issued a decision that ordered the review of all mining permits issued in the region of Lake Belt, among which the mining permit for the quarry of our Company's affiliate in Florida. All such permits have been submitted for further review and consideration to U.S. Army Corps of Engineers, which is the competent authority for the issuance of mining permits and had issued the permits under question.
The impact of the above court decision cannot be assessed as it is not yet known whether the mining in the region will be interrupted or not. However, a potential cancellation of all mining permits in the region, might adversely effect the market due to insufficient supply of the necessary quantities of aggregates and cement for the construction of the planned public and private projects. The Group is developing contingency plans that ensure smooth supply of its local plant in case of negative developments.
As part of the Kyoto Protocol, the European Union has committed itself to reduce gas emissions which produce the greenhouse effect. Within this context a Community Directive was issued that foresees the commercialisation of CO2 emission licences. The directive has been transposed to Greek Legislation, impacting amongst other industries the cement industry. The Company has been made aware of its allocation, from 1 January 2005 through 31 December 2007, in terms of the National Allocation Plan for CO2 emissions; the Greek registry is now open but certificates have not been received. In the event that the allocated amount will be lower than the Company's present emissions, the Company will incur costs by either having to acquire rights or via an investment in equipment that reduces the emission of the gas, otherwise it will be subject to penalties. Presently the Company believes that it will not incur such an obligation, once the handing of the CO2 emission licenses becomes effective.
The European Commission has considered all untaxed reserves of law 3220/2004 to constitute unlawful state aid and therefore companies must pay all relevant taxes plus interest. The treatment of the subject has not been decided yet by the Ministry of Finance. The maximum amount of taxes and interest that the Group may be required to pay for the untaxed reserves created in the financial years 2003 and 2004 is estimated to amount to approximately € 16 million.
The financial years, referred to in note 6, have not been audited by the tax authorities and therefore the tax obligations of the Company and its subsidiaries for those years have not yet been finalized.
Litigation between our subsidiary INTERTITAN S.A and the French state is pending before the competent French administrative court of appeal in regard to a claim of ou.r subsidiary against the French state for damages, which at first instance had been accepted for € 2,663,375.40 plus interest.
The Titan Cement Co, S.A. shares (security code No. TITK for ordinary shares, TITP for preferred shares) are listed on the Athens Stock Exchange.
The corresponding code under Bloomberg is TITK GA for ordinary shares and TITP GA for preferred shares while Reuters uses the abbreviations TTNr.AT for ordinary shares and TTNm.AT for preferred shares. Every ordinary share carries one vote while the preferred share does not carry a vote.
The market capitalization of Titan Cement Co, S.A. amounted to € 3,3 bn at March 31, 2006.
This document may contain certain forward-looking statements relating to the Group's future business, development and economic performance.
Such statements may be subject to a number of risks, uncertainties and other important factors, which could cause actual development and results to differ materially from the statements made in this document.
TITAN assumes no obligation to update or alter forward-looking statements whether as a result of new information, future events or otherwise
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