Annual / Quarterly Financial Statement • Sep 24, 2015
Annual / Quarterly Financial Statement
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Titan Cement S.A. and its Subsidiaries Group Annual Financial Statements Based on International Financial Reporting Standards For the year ended 31 December 2005
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
(all amounts in Euro thousands)
| Group | Company | ||||
|---|---|---|---|---|---|
| As at 31 December | As at 31 December | ||||
| ASSETS | Notes | 2005 | 2004 | 2005 | 2004 |
| Property, plant & equipment | 8 | 1.149.845 | 972.375 | 248.293 | 233.471 |
| Intangible assets | 9 | 94.990 | 102.213 | - | - |
| Investment properties | 10 | - | - | 7.226 | 7.161 |
| Investments in subsidiaries | 28 | - | - | 512.615 | 512.728 |
| Available-for-sale financial assets | 11 | 4.277 | 1.421 | 107 | 107 |
| Non current receivables | 13 | 8.146 | 5.415 | 1.603 | 2.420 |
| Deferred income tax assets | 19 | 746 | 2.988 | 3.761 | 2.005 |
| Non-current assets | 1.258.004 | 1.084.412 | 773.605 | 757.892 | |
| Inventories | 14 | 175.954 | 136.193 | 64.685 | 57.933 |
| Receivables and prepayments | 15 | 272.418 | 231.374 | 131.475 | 89.396 |
| Available-for-sale financial assets | 11 | 2.346 | 3.380 | 942 | 1.141 |
| Cash and cash equivalents | 16 | 95.142 | 78.408 | 17 | 21 |
| Current assets | 545.860 | 449.355 | 197.119 | 148.491 | |
| TOTAL ASSETS | 1.803.864 | 1.533.767 | 970.724 | 906.383 | |
| LIABILITIES | |||||
| Long-term borrowings | 18 | 425.025 | 408.083 | 62.203 | 62.378 |
| Deferred income tax liabilities | 19 | 143.509 | 120.696 | 34.219 | 44.410 |
| Retirement benefit obligations | 20 | 38.937 | 39.642 | 23.293 | 24.114 |
| Non current provisions | 21 | 14.136 | 18.045 | 3.418 | 3.749 |
| Other non-current liabilities | 12 | 9.601 | 9.840 | 7.450 | 6.210 |
| Non-current liabilities | 631.208 | 596.306 | 130.583 | 140.861 | |
| Short-term borrowings | 18 | 64.538 | 85.029 | 48.996 | 56.643 |
| Trade and other payables | 17 | 136.259 | 114.257 | 51.805 | 56.276 |
| Current income tax liabilities | 27.600 | 17.052 | 17.786 | 7.526 | |
| Current provisions | 21 | 4.477 | 1.016 | - | - |
| Shareholders for dividend | 51.012 | 44.121 | 51.012 | 44.121 | |
| Current liabilities | 283.886 | 261.475 | 169.599 | 164.566 | |
| Total liabilities (a) | 915.094 | 857.781 | 300.182 | 305.427 | |
| Share capital | 24 | 191.524 | 187.844 | 191.524 | 187.844 |
| Other reserves | 25 | 389.923 | 274.552 | 458.573 | 392.667 |
| Retained earnings | 290.943 | 188.123 | 20.445 | 20.445 | |
| Share capital & reserves | 872.390 | 650.519 | 670.542 | 600.956 | |
| Minority interest | 30 | 16.380 | 25.467 | - | - |
| Total equity (b) | 888.770 | 675.986 | 670.542 | 600.956 | |
| TOTAL EQUITY AND LIABILITIES (a+b) | 1.803.864 | 1.533.767 | 970.724 | 906.383 |
These financial statements have been approved for issue by the Board of Directors on 22 February, 2006.
| (all amounts in Euro thousands) | Group | Company | ||||
|---|---|---|---|---|---|---|
| As at 31 December | As at 31 December | |||||
| Notes | 2005 | 2004 | 2005 | 2004 | ||
| Turnover | 1 | 1.341.727 | 1.142.474 | 439.713 | 430.680 | |
| Cost of sales | -852.579 | -726.190 | -265.067 | -252.172 | ||
| Gross profit | 489.148 | 416.284 | 174.646 | 178.508 | ||
| Other operating income/ (expense) | -591 | -3.814 | 4.516 | -244 | ||
| Administrative expenses | -79.974 | -74.686 | -32.378 | -29.874 | ||
| Selling and marketing expenses | -19.410 | -19.312 | -3.870 | -3.621 | ||
| Earnings before interest, taxes and depreciation | 389.173 | 318.472 | 142.914 | 144.769 | ||
| Depreciation & amortization | -72.015 | -63.647 | -10.672 | -10.314 | ||
| Earnings before interest and taxes | 2 | 317.158 | 254.825 | 132.242 | 134.455 | |
| Income from participations | 1.008 | 405 | 29.175 | 13.773 | ||
| Finance costs - net | 3 | -25.098 | -12.625 | -16.400 | 721 | |
| Profit before taxes | 293.068 | 242.605 | 145.017 | 148.949 | ||
| Less: taxes | 5 | -80.018 | -62.948 | -39.207 | -44.600 | |
| Profit after taxes | 213.050 | 179.657 | 105.810 | 104.349 | ||
| Attributable to: | ||||||
| Titan Cement S.A. shareholders | 210.128 | 176.951 | 105.810 | 104.349 | ||
| Minority interest | 2.922 | 2.706 | - | - | ||
| Basic earnings per issued share (in €) | 6 | 2,50 | 2,11 | 1,26 | 1,24 | |
| Diluted earnings per issued share (in €) | 6 | 2,49 | 2,10 | 1,25 | 1,24 |
| Group (all amounts in Euro thousands) |
Notes | Ordinary shares |
Share Premium |
Preferred Ordinary shares |
Share Options |
Fair value and other reserves |
Retained earnings |
Minority interest |
Total |
|---|---|---|---|---|---|---|---|---|---|
| Year ended 31 December 2004 | |||||||||
| Balance at 1 January 2004 | 91.637 | 17.095 | 9.083 | - | 311.722 | 100.746 | 52.568 | 582.851 | |
| Exchange gains / (losses) on translation of financial statements of foreign operation |
- | - | - | - | -32.379 | - | - | -32.379 | |
| Buy-out of minority interest | 30 | - | - | - | - | - | - | -28.842 | -28.842 |
| Movement on investment hedge net of deferred tax | 22 | - | - | - | - | 2.278 | - | - | 2.278 |
| Dividends | 7 | - | - | - | - | - | -43.747 | -965 | -44.712 |
| Net profit per income statement | - | - | - | - | - | 176.951 | 2.706 | 179.657 | |
| Available-for-sale investments | - | - | - | - | 499 | - | - | 499 | |
| Goodwill written-off | 9 | - | - | - | - | - | 13.751 | - | 13.751 |
| Capitalisation of reserves | 24 | 61.091 | - | 6.055 | - | -67.146 | - | - | - |
| Share Capital increase due to share options exercised | 24 | 393 | 2.490 | - | - | - | - | - | 2.883 |
| Transfer to reserves | 25 | - | - | - | - | 59.578 | -59.578 | - | - |
| Balance at 31 December 2004 | 153.121 | 19.585 | 15.138 | - | 274.552 | 188.123 | 25.467 | 675.986 | |
| Year ended 31 December 2005 | |||||||||
| Balance at 1 January 2005 | 153.121 | 19.585 | 15.138 | - | 274.552 | 188.123 | 25.467 | 675.986 | |
| Exchange gains / (losses) on translation of financial statements | |||||||||
| of foreign operation | - | - | - | - | 40.429 | 4.579 | -2.113 | 42.895 | |
| Movement on investment hedge net of deferred tax | 22 | - | - | - | - | 10.694 | - | - | 10.694 |
| Dividends | 7 | - | - | - | - | - | -50.598 | -1.011 | -51.609 |
| Net profit per income statement | - | - | - | - | - | 210.128 | 2.922 | 213.050 | |
| Fair value gains from subsidiaries that operate in hyperinflation economies |
- | - | - | - | 2.959 | - | 914 | 3.873 | |
| Subsidiary's equity reduction portion to minority interest | - | - | - | - | - | - | -9.799 | -9.799 | |
| Share Capital increase due to share options exercised | 24 | 401 | 2.548 | - | - | - | - | - | 2.949 |
| Provision for share options (IFRS 2) | - | - | - | 731 | - | - | - | 731 | |
| Transfer to reserves | 25 | - | - | - | - | 61.289 | -61.289 | - | - |
| Balance at 31 December 2005 | 153.522 | 22.133 | 15.138 | 731 | 389.923 | 290.943 | 16.380 | 888.770 |
| Company (all amounts in Euro thousands) |
Notes | Ordinary shares |
Share Premium |
Preferred Ordinary shares |
Share Options |
Fair value and other reserves |
Retained earnings |
Total |
|---|---|---|---|---|---|---|---|---|
| Year ended 31 December 2004 | ||||||||
| Balance at 1 January 2004 | 91.637 | 17.095 | 9.083 | - | 399.782 | 17.596 | 535.193 | |
| Movement on investment hedge net of deferred tax | 22 | - | - | - | - | 2.278 | - | 2.278 |
| Dividends | 7 | - | - | - | - | - | -43.747 | -43.747 |
| Net profit per income statement | - | - | - | - | - | 104.349 | 104.349 | |
| Capitalisation of reserves | 24 | 61.091 | - | 6.055 | - | -67.146 | - | - |
| Share Capital increase due to share options exercised | 24 | 393 | 2.490 | - | - | - | - | 2.883 |
| Transfer to reserves | 25 | - | - | - | - | 57.753 | -57.753 | - |
| Balance at 31 December 2004 | 153.121 | 19.585 | 15.138 | - | 392.667 | 20.445 | 600.956 | |
| Year ended 31 December 2005 | ||||||||
| Balance at 1 January 2005 | 153.121 | 19.585 | 15.138 | - | 392.667 | 20.445 | 600.956 | |
| Movement on investment hedge net of deferred tax | 22 | - | - | - | - | 10.694 | - | 10.694 |
| Dividends | 7 | - | - | - | - | - | -50.598 | -50.598 |
| Net profit per income statement | - | - | - | - | - | 105.810 | 105.810 | |
| Share Capital increase due to share options exercised | 24 | 401 | 2.548 | - | - | - | - | 2.949 |
| Provision for share options (IFRS 2) | - | - | - | 731 | - | - | 731 | |
| Transfer to reserves | 25 | - | - | - | - | 55.212 | -55.212 | - |
| Balance at 31 December 2005 | 153.522 | 22.133 | 15.138 | 731 | 458.573 | 20.445 | 670.542 |
4
| Group | Company | ||||
|---|---|---|---|---|---|
| (all amounts in Euro thousands) | Notes | As at 31 December | As at 31 December | ||
| 2005 | 2004 | 2005 | 2004 | ||
| Cash flows from operating activities | |||||
| Cash generated from operations | 26 | 317.887 | 399.309 | 100.476 | 251.917 |
| Interest received | 3.752 | 10.249 | 145 | 18 | |
| Income tax paid | -28.818 | -58.941 | -22.631 | -46.894 | |
| Net cash generated from operating activities | 292.821 | 350.617 | 77.990 | 205.041 | |
| Cash flows from investing activities | |||||
| Purchase of tangible and intangible assets | 8, 9 | -145.646 | -149.563 | -26.795 | -29.771 |
| Proceeds from the sale of property, plant and equipment | 26 | 2.266 | 3.098 | 481 | 407 |
| Proceeds from dividends | 1.008 | 405 | 14.173 | 13.773 | |
| Disposal/(Acquisition) of subsidiaries, net of cash | 31 | -1.708 | -77.268 | - | -86.996 |
| Proceeds from disposal of available-for-sale financial assets | 10.119 | 2.516 | - | 154 | |
| Purchase of available-for-sale financial assets | -1.175 | -2.743 | -16 | -217 | |
| Decrease/(increase) in long-term receivables | -4.109 | -1.350 | 817 | 191 | |
| Net cash flows from investing activities | -139.245 | -224.905 | -11.340 | -102.459 | |
| Net cash flows after investing activities | 153.576 | 125.712 | 66.650 | 102.582 | |
| Cash flows from financing activities | |||||
| Proceeds from issuance of ordinary shares | 24 | 2.949 | 2.883 | 2.949 | 2.883 |
| Proceeds from government grants | 1.584 | 1.357 | 1.584 | 1.482 | |
| Interest paid | -32.723 | -21.638 | -6.990 | -5.413 | |
| Dividends paid | -44.718 | -41.863 | -43.707 | -40.899 | |
| Proceeds from borrowings | 126.126 | 109.681 | 21.982 | - | |
| Payments of borrowings | -194.616 | -179.563 | -42.472 | -60.852 | |
| Net cash flows from financing activities | -141.398 | -129.143 | -66.654 | -102.799 | |
| Net increase/(decrease) in cash and cash equivalents | 12.178 | -3.431 | -4 | -217 | |
| Cash and cash equivalents at beginning of the period | 16 | 78.408 | 72.354 | 21 | 238 |
| Effects of exchange rate changes | 4.556 | 9.485 | - | - | |
| Cash and cash equivalents at end of the period | 16 | 95.142 | 78.408 | 17 | 21 |
Accounting Policies, Financial Risk Management and Critical Accounting Estimates and Judgements
| A | Basis of preparation | 7 |
|---|---|---|
| B | Consolidation | 9 |
| C | Foreign currency translation | 10 |
| D | Property, plant and equipment | 11 |
| E | Investment properties | 11 |
| F | Intangible assets (including goodwill, computer software, patents, trademarks and licences) | 12 |
| G | Impairment of long lived assets | 12 |
| H | Investments | 12 |
| I | Leases | 13 |
| J | Inventories | 13 |
| K | Trade receivables | 13 |
| L | Cash and cash equivalents | 13 |
| M | Share capital | 13 |
| N | Borrowings | 14 |
| O | Deferred income taxes | 14 |
| P | Employee benefits | 14 |
| Q | Government grants relating to purchase of property, plant and equipment | 16 |
| R | Provisions | 16 |
| S | Environmental rehabilitation costs | 16 |
| T | Revenue recognition | 16 |
| U | Dividends | 17 |
| V | Segment reporting | 17 |
| 2 | Index to financial risk management | |
| A | Financial risk factors | 17 |
| B | Accounting for derivative financial instruments and hedging activities | 19 |
| C | Fair value estimation | 20 |
| A | Estimated impairment of goodwill | 20 |
|---|---|---|
| B | Income taxes | 21 |
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 22 February, 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 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.
Reconciliations and descriptions of the effect of the transition from Greek GAAP to IFRS on the Group's equity and its net income are given in note 29.
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 20.
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.
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.
• IFRIC 4, Determining whether an Arrangement contains a Lease (effective from 1 January 2006).
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.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
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.
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.
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.
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 unit-of-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 cashgenerating 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.
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.
(3) Where the Company or its subsidiaries purchases the Company's own equity share capital, the consideration paid including any attributable incremental external costs net of income taxes is deducted from total shareholders' equity as treasury shares until they are cancelled. Where such shares are subsequently sold or reissued, any consideration received is included in shareholders' equity.
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.
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.
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.
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 liability and at least one of the following conditions is met:
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.
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 value-added 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.
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) under policies approved by the Board of Directors. The Corporate Treasury Department 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 Board provides written principles for overall risk management, as well as written policies covering specific areas such as, foreign exchange risk, interest rate risk, credit risk, the use of derivative financial instruments and investing excess liquidity.
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.
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 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:
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.
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 to note 9 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.
Certain prior year amounts have been reclassified to conform to the current year presentation.
| Index to the notes to the financial statements | Page |
|---|---|
| 1 Segment information | 23 - 25 |
| 2 Profit from operations | 26 |
| 3 Finance costs - net | 27 |
| 4 Staff costs | 27 |
| 5 Income tax expense | 28 |
| 6 Earnings per share | 29 |
| 7 Dividend per share | 29 |
| 8 Property, plant and equipment | 30 - 31 |
| 9 Intangible assets | 32 |
| 10 Investment properties | 33 |
| 11 Available-for-sale investments | 33 |
| 12 Other non-current liabilities | 34 |
| 13 Non-current receivables | 35 |
| 14 Inventories | 35 |
| 15 Receivables and prepayments | 36 |
| 16 Cash and cash equivalents | 36 |
| 17 Trade and other payables | 37 |
| 18 Borrowings | 37 - 38 |
| 19 Deferred income taxes | 39 - 41 |
| 20 Retirement and termination benefit obligations | 42 - 43 |
| 21 Provisions | 44 |
| 22 Financial instruments | 45 |
| 23 Contigencies and commitments | 46 |
| 24 Share capital | 47 |
| 25 Fair value and other reserves | 48 |
| 26 Cash generated from operations | 49 |
| 27 Related party transactions | 50 |
| 28 Principal subsidiaries and joint ventures |
51 |
| 29 Reconciliation to International Financial Reporting Standards ("IFRS") |
52 - 55 |
| 30 Minority Interests | 56 |
| 31 Acquisition and disposal of subsidiaries | 56 |
| 32 Interest in joint ventures | 57 |
| 33 Post balance sheet events | 57 |
| 34 Fiscal Years Unaudited by the Tax Authorities | 58 |
| Report of the auditors | 59 |
Although the Group's three main business segments are managed on a wordwide basis, they operate in four main geographical areas
Greece is the home country of the parent company which is also the main operating company. The areas of operation are principally cement, blocks, ready mix and aggregates, and porcelain activities.
| (all amounts in Euro thousands) | Greece and the European Union |
North America | South East Europe |
Eastern Mediterranean |
Total |
|---|---|---|---|---|---|
| ASSETS | |||||
| Non-current assets | 305.758 | 681.308 | 153.686 | 117.252 | 1.258.004 |
| Current assets | 246.406 | 150.382 | 112.498 | 36.574 | 545.860 |
| TOTAL ASSETS | 552.164 | 831.690 | 266.184 | 153.826 | 1.803.864 |
| LIABILITIES | |||||
| Non-current liabilities | 138.363 | 427.212 | 3.691 | 61.942 | 631.208 |
| Current liabilities | 197.937 | 43.532 | 18.506 | 23.911 | 283.886 |
| TOTAL LIABILITIES | 336.300 | 470.744 | 22.197 | 85.853 | 915.094 |
| (all amounts in Euro thousands) | Greece and the European Union |
North America | South East Europe |
Eastern Mediterranean |
Total |
|---|---|---|---|---|---|
| ASSETS | |||||
| Non-current assets | 288.912 | 545.594 | 151.846 | 98.060 | 1.084.412 |
| Current assets | 208.221 | 105.736 | 73.077 | 62.320 | 449.355 |
| TOTAL ASSETS | 497.133 | 651.330 | 224.923 | 160.380 | 1.533.767 |
| LIABILITIES | |||||
| Non-current liabilities | 152.439 | 351.419 | 2.800 | 89.648 | 596.306 |
| Current liabilities | 183.991 | 32.787 | 14.739 | 29.958 | 261.475 |
| TOTAL LIABILITIES | 336.430 | 384.206 | 17.539 | 119.606 | 857.781 |
| (all amounts in Euro thousands) | Greece and the European Union |
North America |
South Eastern Europe |
Eastern Mediterranean |
Total |
|---|---|---|---|---|---|
| Gross turnover | 546.077 | 605.127 | 157.996 | 52.448 | 1.361.648 |
| Inter-segment turnover | -19.672 | -200 | -49 | - | -19.921 |
| Turnover | 526.405 | 604.927 | 157.947 | 52.448 | 1.341.727 |
| Earnings before interest, taxes and depreciation | 165.715 | 139.477 | 56.311 | 27.670 | 389.173 |
| Depreciation & amortization | -13.770 | -40.806 | -8.708 | -8.731 | -72.015 |
| Earnings before interest and taxes | 151.945 | 98.671 | 47.603 | 18.939 | 317.158 |
| Income from participations | - | - | 1.008 | - | 1.008 |
| Finance costs - net | -14.573 | -17.622 | 572 | 6.525 | -25.098 |
| Profit before taxes | 137.372 | 81.049 | 49.183 | 25.464 | 293.068 |
| Less: taxes | -44.409 | -30.216 | -5.871 | 478 | -80.018 |
| Profit after taxes | 92.963 | 50.833 | 43.312 | 25.942 | 213.050 |
| Attributable to: | |||||
| Titan Cement S.A. shareholders | 92.958 | 50.833 | 40.418 | 25.919 | 210.128 |
| Minority interest | 5 | - | 2.894 | 23 | 2.922 |
| Greece and the European Union |
North America |
South Eastern Europe |
Eastern Mediterranean |
Total | |
|---|---|---|---|---|---|
| Capital expenditure | 39.473 | 89.941 | 14.118 | 2.203 | 145.735 |
| Impairment of goodwill | 3.928 | - | 4.000 | - | 7.928 |
| Impairment charge/(credit) for bad and doubtful debts | 1.728 | 294 | -32 | -36 | 1.954 |
| Cement | Blocks, ready mix and aggregates |
Other | Total | |
|---|---|---|---|---|
| Turnover | 773.051 | 551.121 | 17.555 | 1.341.727 |
| Earnings before interest, taxes and depreciation | 349.772 | 95.014 | -55.613 | 389.173 |
| Earnings before interest and taxes | 300.641 | 74.383 | -57.866 | 317.158 |
| Total assets | 1.422.085 | 368.658 | 13.121 | 1.803.864 |
| Capital expenditure | 96.253 | 47.241 | 2.241 | 145.735 |
At 31 December 2004, the Group was organised on a worldwide basis into three main business segments as detailed above.
Cement includes cement and cementitious materials.
Other operations of the Group mainly comprise porcelain, shipping and transport activities. Neither of which are of a sufficient size to be reported separately.
Turnover is based on the country in which the customer is located and comprises the sale of goods and services. There are sales between the segments. Total assets and capital expenditure are presented at the geographical segment of the owner company.
| (all amounts in Euro thousands) | Greece and the European Union |
North America |
South Eastern Europe |
Eastern Mediterranean |
Total |
|---|---|---|---|---|---|
| Gross turnover | 546.358 | 437.065 | 126.959 | 39.061 | 1.149.443 |
| Inter-segment turnover | -6.835 | -99 | -35 | - | -6.969 |
| Turnover | 539.523 | 436.966 | 126.924 | 39.061 | 1.142.474 |
| Earnings before interest, taxes and depreciation | 172.859 | 79.377 | 47.734 | 18.502 | 318.472 |
| Depreciation & amortization | -14.160 | -33.994 | -7.703 | -7.790 | -63.647 |
| Earnings before interest and taxes | 158.699 | 45.383 | 40.031 | 10.712 | 254.825 |
| Income from participations | - | - | 405 | - | 405 |
| Finance costs - net | 1.201 | -9.744 | 8 | -4.090 | -12.625 |
| Profit before taxes | 159.900 | 35.639 | 40.444 | 6.622 | 242.605 |
| Less: taxes | -54.005 | -4.538 | -4.401 | -4 | -62.948 |
| Profit after taxes | 105.895 | 31.101 | 36.043 | 6.618 | 179.657 |
| Attributable to: | |||||
| Titan Cement S.A. shareholders | 106.016 | 31.101 | 33.216 | 6.618 | 176.951 |
| Minority interest | -121 | - | 2.827 | - | 2.706 |
| 105.895 | 31.101 | 36.043 | 6.618 | 179.657 |
| Greece and the European Union |
North America |
South Eastern Europe |
Eastern Mediterranean |
Total | |
|---|---|---|---|---|---|
| Capital expenditure | 35.665 | 103.501 | 17.533 | 2.031 | 158.730 |
| Impairment charge for property,plant and equipment | - | - | - | 491 | 491 |
| Impairment charge/(credit) for bad and doubtful debts | 2.336 | -483 | -313 | - | 1.540 |
| Cement | mix and aggregates |
Other | Total | ||
|---|---|---|---|---|---|
| Turnover | 665.550 | 460.622 | 16.302 | 1.142.474 | |
| Earnings before interest, taxes and depreciation | 294.259 | 83.467 | -59.254 | 318.472 | |
| Earnings before interest and taxes | 253.341 | 63.446 | -61.962 | 254.825 | |
| Total assets | 1.206.176 | 312.686 | 14.905 | 1.533.767 | |
| Capital expenditure | 151.656 | 7.066 | 8 | 158.730 |
The following items have been included in arriving at profit from operations:
| Group | Company | ||||
|---|---|---|---|---|---|
| (all amounts in Euro thousands) | 2005 | 2004 | 2005 | 2004 | |
| Depreciation on property, plant and equipment (Note 8) | |||||
| Owned assets | 69.320 | 58.270 | 11.016 | 10.604 | |
| Leased assets under finance leases | 340 | 1.772 | - | - | |
| 69.660 | 60.042 | 11.016 | 10.604 | ||
| Amortisation of government grants received | -430 | -228 | -344 | -290 | |
| 69.230 | 59.814 | 10.672 | 10.314 | ||
| Stripping amortisation | 1.347 | - | - | - | |
| Impairment charge for property, plant and equipment (Note 8) | - | 491 | - | - | |
| Profit / (loss) on disposal of property, plant and equipment | 376 | 2.295 | -69 | 235 | |
| Amortisation of intangibles (Note 9) | 1.438 | 3.833 | - | - | |
| Operating lease rentals - motor vehicles | - | 5.136 | - | - | |
| Repairs and maintenance expenditure on property, plant and equipment | 80.092 | 65.405 | 16.961 | 17.747 | |
| Costs of inventories recognized as an expense in Cost of Sales | |||||
| Raw materials | 126.826 | 111.654 | 31.982 | 29.964 | |
| Maintenance stores | 72.923 | 69.013 | 59.208 | 53.449 | |
| Finished goods | 193.290 | 152.865 | 3.815 | 369 | |
| 393.039 | 333.532 | 95.005 | 83.782 | ||
| Gain from sale of trading and other investments | - | -405 | - | - | |
| Trade receivables - impairment charge for bad and doubtful debts (Note 15) | 1.954 | 1.540 | -794 | 2.734 | |
| Staff costs (Note 4) | 232.146 | 215.682 | 66.421 | 64.298 | |
| Profit on disposal of subsidiaries (Note 31) | - | -1.811 | - | - |
| (all amounts in Euro thousands) | Group | Company | ||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Interest income | 4.204 | 6.143 | 516 | 1.141 |
| Exchange differences gains/(losses) | 5.096 | 3.463 | -9.686 | 5.053 |
| Interest expense | -32.393 | -26.958 | -7.939 | -5.413 |
| Gains/(losses) on financial instruments | -2.239 | 1.857 | 709 | -60 |
| Finance leases | -304 | -690 | - | - |
| -25.636 | -16.185 | -16.400 | 721 | |
| Less: Interest capitalized | 538 | 3.561 | - | - |
| Finance costs - net | -25.098 | -12.625 | -16.400 | 721 |
| Group | Company | ||||
|---|---|---|---|---|---|
| (all amounts in Euro thousands) | 2005 | 2004 | 2005 | 2004 | |
| Wages, salaries and social security costs | 221.857 | 199.141 | 59.357 | 57.099 | |
| Profit sharing Pension costs - defined benefit plans, (see note 20) |
2.900 942 |
2.650 615 |
2.900 - |
2.650 - |
Other post retirement and termination benefits - defined benefit plans (e.g. Staff
| leaving indemnities and post employment medical insurance), (see note 20) | ||||
|---|---|---|---|---|
| 6.447 | 13.276 | 4.164 | 4.549 | |
| Total staff costs | 232.146 | 215.682 | 66.421 | 64.298 |
| The employees in the Group are employed on a full-time basis. | ||||
| Greece | 1.834 | 1.844 | 1.135 | 1.158 |
| Overseas | 3.847 | 3.784 | - | - |
| 5.681 | 5.628 | 1.135 | 1.158 |
| Group | Company | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (all amounts in Euro thousands) | 2005 | 2004 | 2005 | 2004 | |||||
| Current tax | 54.504 | 18,60% | 46.642 | 19,23% | 34.908 | 24,07% | 33.792 | 22,69% | |
| Deferred tax (Note 19) | 25.514 | 8,71% | 16.306 | 6,72% | 4.299 | 2,96% | 10.808 | 7,26% | |
| 80.018 | 27,30% | 62.948 | 25,95% | 39.207 | 27,04% | 44.600 | 29,94% |
The tax on the Group's profit before tax differs from the theoretical amount that would arise using the tax rate of the home country of the Company as follows:
| Group | Company | |||||||
|---|---|---|---|---|---|---|---|---|
| (all amounts in Euro thousands) | 2005 | 2004 | 2005 | 2004 | ||||
| Profit before tax | 293.068 | 242.605 | 145.017 | 148.949 | ||||
| Tax calculated at the statutory tax rate of 32% (2004: 35%) |
93.782 | 32,00% | 84.912 | 35,00% | 46.405 | 32,00% | 52.132 | 35,00% |
| Income not subject to tax | -45.680 | -15,59% | -40.788 | -16,81% | -12.118 | -8,36% | -20.125 | -13,51% |
| Expenses not deductible for tax purposes | 28.161 | 9,61% | 21.373 | 8,81% | 298 | 0,21% | -1.470 | -0,99% |
| Assessed losses and utilization of previously unrecognized tax losses |
-1.946 | -0,66% | 57 | 0,02% | - | - | - | - |
| Other taxes | 8.940 | 3,05% | 3.760 | 1,55% | 4.622 | 3,19% | 14.063 | 9,44% |
| Effect of different tax rates in other countries | -5.081 | -1,73% | -6.244 | -2,57% | - | - | - | - |
| Withholding tax on dividends | - | -150 | -0,06% | - | - | - | - | |
| Under provision prior years | 1.842 | 0,63% | 28 | 0,01% | - | - | - | - |
| Effective tax charge | 80.018 | 27,30% | 62.948 | 25,95% | 39.207 | 27,04% | 44.600 | 29,94% |
Basic earnings per share is calculated by dividing the net profit attributable to shareholders, after taking into account the preferred ordinary dividend attributable to preferred ordinary shareholders, by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company and held as treasury shares, if any (see Note 24).
| (all amounts in Euro thousands unless otherwise stated) | Group | Company | ||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Net profit for the year attributable to Titan S.A. shareholders | 210.128 | 176.951 | 105.810 | 104.349 |
| Less: Preferred ordinary dividend | -4.541 | -3.936 | -4.541 | -3.936 |
| Net profit attributable to ordinary shareholders | 205.587 | 173.015 | 101.269 | 100.413 |
| Weighted average number of ordinary shares in issue. | 76.568.635 | 76.372.046 | 76.568.635 | 76.372.046 |
| Basic earnings per ordinary share, according to IAS 33 (expressed in € ) | 2,69 | 2,27 | 1,32 | 1,31 |
| Net profit for the year attributable to Titan S.A. shareholders | 210.128 | 176.951 | 105.810 | 104.349 |
| Weighted average number of ordinary shares in issue | 76.568.635 | 76.372.046 | 76.568.635 | 76.372.046 |
| Weighted average number of preferred shares in issue | 7.568.960 | 7.568.960 | 7.568.960 | 7.568.960 |
| Total weighted average number of shares in issue | 84.137.595 | 83.941.006 | 84.137.595 | 83.941.006 |
| Basic earnings per ordinary and preferred share (expressed in € ) | 2,50 | 2,11 | 1,26 | 1,24 |
The diluted earnings per share is calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares: share options. For the share options a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The difference is added to the denominator as an issue of ordinary shares for no consideration. No adjustment is made to earnings (numerator).
| (all amounts in Euro thousands unless otherwise stated) | Group | Company | ||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Net profit used to determine diluted earnings per ordinary share | 205.587 | 173.015 | 101.269 | 100.413 |
| Weighted average number of ordinary shares in issue | 76.568.635 | 76.372.046 | 76.568.635 | 76.372.046 |
| Adjustment for: | ||||
| Share options | 264.686 | 188.329 | 264.686 | 188.329 |
| Weighted average number of ordinary shares for diluted earnings per share | 76.833.321 | 76.560.375 | 76.833.321 | 76.560.375 |
| Diluted earnings per ordinary share, according to IAS 33 (expressed in € ) | 2,68 | 2,26 | 1,32 | 1,31 |
| Net profit for the year attributable to Titan S.A. shareholders used to determine diluted earnings per share |
210.128 | 176.951 | 105.810 | 104.349 |
| Weighted average number of ordinary shares for diluted earnings per share | 76.833.321 | 76.560.375 | 76.833.321 | 76.560.375 |
| Weighted average number of preferred shares in issue | 7.568.960 | 7.568.960 | 7.568.960 | 7.568.960 |
| Total weighted average number of shares in issue for diluted earnings per share | 84.402.281 | 84.129.335 | 84.402.281 | 84.129.335 |
| Diluted earnings per ordinary and preferred share (expressed in € ) | 2,49 | 2,10 | 1,25 | 1,24 |
The Board of Directors have proposed a dividend in respect of 2005 of € 0,60 per share (2004: € 0.52 per share) amounting to a total dividend of € 50.598.074,40 2004: € 43.747.196,48). This is expected to be ratified at the Annual General Meeting to be held in May 2006. The consolidated financial statements reflect these dividends payable, which are accounted for in shareholders' equity as appropriations of retained earnings in the years ending 31 December 2005 and 2004.
| Group (all amounts in Euro thousands) |
Quarries | Land | Buildings | Plant & equipment |
Motor vehicles |
Office furniture, fixtures and equipment |
Assets under construction |
Total |
|---|---|---|---|---|---|---|---|---|
| Year ended 31 December 2004 | ||||||||
| Opening net book amount | 97.900 | 74.648 | 133.370 | 347.014 | 35.833 | 10.197 | 197.271 | 896.233 |
| Additions | 643 | 3.873 | 11.171 | 30.780 | 3.039 | 3.243 | 96.195 | 148.944 |
| Disposals (Note 26) | -1 | -239 | -52 | -460 | -39 | -12 | - | -803 |
| Subsidiary purchased | 526 | - | 4.964 | 16.191 | 1.607 | 682 | - | 23.970 |
| Disposal of subsidiary | - | - | -1.840 | -2.931 | -248 | -463 | -180 | -5.662 |
| Reclassification of assets to other categories | - | 6.948 | 4.270 | 195.590 | 23.153 | 1.009 | -225.862 | 5.108 |
| Impairment charges (Note 2) | - | - | - | - | -462 | - | -29 | -491 |
| Transfer to assets held for sale (Note 14) | - | - | -710 | -140 | -12 | -7 | -1.500 | -2.369 |
| Transfers from inventories (Note 14) | - | - | - | 1.262 | 19 | - | - | 1.281 |
| Depreciation charge (Note 2, 26) | -2.281 | -465 | -7.652 | -35.767 | -9.750 | -2.355 | - | -58.270 |
| Exchange differences | -5.507 | -2.979 | -7.098 | -21.862 | 7.203 | 311 | -12.387 | -42.319 |
| Closing net book amount | 91.280 | 81.786 | 136.423 | 529.677 | 60.343 | 12.605 | 53.508 | 965.622 |
| Leased assets under finance leases | ||||||||
| Opening net book amount | - | - | - | - | 12.633 | - | - | 12.633 |
| Additions | - | - | - | 9.786 | - | - | - | 9.786 |
| Reclassification of assets to other categories | - | - | - | -1.113 | -3.996 | - | - | -5.109 |
| Exchange differences | - | - | - | -1.266 | -7.519 | - | - | -8.785 |
| Depreciation charge (Note 2, 26) | - | - | - | -654 | -1.118 | - | - | -1.772 |
| Closing net book amount | - | - | - | 6.753 | - | - | - | 6.753 |
| At 31 December 2004 | ||||||||
| Cost | 101.924 | 84.524 | 231.694 | 806.319 | 123.531 | 31.046 | 53.508 | 1.432.546 |
| Accumulated depreciation | -10.644 | -2.738 | -95.271 | -269.889 | -63.188 | -18.441 | - | -460.171 |
| Net book amount | 91.280 | 81.786 | 136.423 | 536.430 | 60.343 | 12.605 | 53.508 | 972.375 |
| Year ended 31 December 2005 | ||||||||
| Opening net book amount | 91.280 | 81.786 | 136.423 | 529.677 | 60.343 | 12.605 | 53.508 | 965.622 |
| Additions | 450 | 1.187 | 7.576 | 18.323 | 4.350 | 2.243 | 111.606 | 145.735 |
| Disposals (Note 26) | - | -11 | -79 | -417 | -684 | 21 | -83 | -1.253 |
| Reclassification of assets to other categories Transfers from inventories (Note 14) |
166 - |
4.466 - |
8.462 - |
24.411 -341 |
17.384 - |
1.189 - |
-56.078 - |
- -341 |
| Revaluations | 152 | 82 | 1.741 | 1.018 | 66 | 10 | 150 | 3.219 |
| Interest capitalized | - | - | - | - | - | - | 538 | 538 |
| Write-off | -275 | -26 | -91 | -182 | -23 | -39 | - | -636 |
| Depreciation charge (Note 2, 26) | -2.542 | -844 | -8.111 | -43.693 | -12.341 | -1.789 | - | -69.320 |
| Exchange differences Closing net book amount |
12.814 102.045 |
10.567 97.207 |
10.645 156.566 |
59.466 588.262 |
5.615 74.710 |
-3.522 10.718 |
3.255 112.896 |
98.840 1.142.404 |
| Leased assets under finance leases | ||||||||
| Opening net book amount | - | - | - | 6.753 | - | - | - | 6.753 |
| Exchange differences | - | - | - | 1.028 | - | - | - | 1.028 |
| Depreciation charge (Note 2, 26) | - | - | - | -340 | - | - | - | -340 |
| Closing net book amount | - | - | - | 7.441 | - | - | - | 7.441 |
| At 31 December 2005 | ||||||||
| Cost | 116.696 | 101.207 | 266.483 | 928.277 | 151.016 | 29.358 | 112.896 | 1.705.933 |
| Accumulated depreciation | -14.651 | -4.000 | -109.917 | -332.574 | -76.306 | -18.640 | - | -556.088 |
| Net book amount | 102.045 | 97.207 | 156.566 | 595.703 | 74.710 | 10.718 | 112.896 | 1.149.845 |
The Group has no pledges on the Group's owned assets.
| Company (all amounts in Euro thousands) |
Quarries | Land | Buildings | Plant & equipment |
Motor vehicles |
Office furniture, fixtures and equipment |
Assets under construction |
Total |
|---|---|---|---|---|---|---|---|---|
| Year ended 31 December 2004 | ||||||||
| Opening net book amount | 528 | 4.935 | 46.598 | 138.591 | 1.578 | 6.995 | 13.990 | 213.215 |
| Additions | 216 | 435 | 5.247 | 21.158 | 172 | 2.543 | - | 29.771 |
| Disposals (Note 26) | -2 | - | -10 | -93 | -54 | -13 | - | -172 |
| Reclassification of assets to other categories Transfers from inventories (Note 14) |
166 - |
-166 - |
- - |
3.209 1.262 |
- - |
- - |
-3.209 - |
- 1.262 |
| Depreciation charge (Note 2, 26) | -38 | - | -1.775 | -7.344 | -452 | -996 | - | -10.605 |
| Closing net book amount | 870 | 5.204 | 50.060 | 156.783 | 1.244 | 8.529 | 10.781 | 233.471 |
| At 31 December 2004 | ||||||||
| Cost | 1.147 | 5.204 | 79.219 | 241.017 | 6.193 | 18.685 | 10.781 | 362.246 |
| Accumulated depreciation | -277 | - | -29.159 | -84.234 | -4.949 | -10.156 | - | -128.775 |
| Net book amount | 870 | 5.204 | 50.060 | 156.783 | 1.244 | 8.529 | 10.781 | 233.471 |
| Year ended 31 December 2005 | ||||||||
| Opening net book amount | 870 | 5.204 | 50.060 | 156.783 | 1.244 | 8.529 | 10.781 | 233.471 |
| Additions | 265 | 394 | 3.052 | 12.366 | 114 | 1.417 | 9.187 | 26.795 |
| Disposals (Note 26) | -274 | -26 | -92 | -5 | -103 | -51 | - | -551 |
| Reclassification of assets to other categories | - | - | -49 | - | - | -16 | - | -65 |
| Transfers from inventories (Note 14) Depreciation charge (Note 2, 26) |
- -46 |
- - |
- -1.598 |
-341 -8.002 |
- -283 |
- -1.087 |
- - |
-341 -11.016 |
| Closing net book amount | 815 | 5.572 | 51.373 | 160.801 | 972 | 8.792 | 19.968 | 248.293 |
| At 31 December 2005 | ||||||||
| Cost | 1.087 | 5.572 | 82.115 | 252.982 | 5.989 | 19.880 | 19.968 | 387.593 |
| Accumulated depreciation | -272 | - | -30.742 | -92.181 | -5.017 | -11.088 | - | -139.300 |
| Net book amount | 815 | 5.572 | 51.373 | 160.801 | 972 | 8.792 | 19.968 | 248.293 |
| Group (all amounts in Euro thousands) |
Goodwill | Other intangible assets |
Total | |
|---|---|---|---|---|
| Year ended 31 December 2004 | ||||
| Opening carrying amount | 50.433 | 9.710 | 60.143 | |
| Additions | - | 619 | 619 | |
| Subsidiaries acquired - increase participation | 49.130 | - | 49.130 | |
| Goodwill impairment | -5.000 | - | -5.000 | |
| Subsidiaries disposed | -8.344 | - | -8.344 | |
| Negative goodwill written-off against equity | 13.751 | - | 13.751 | |
| Amortization charge (Note 2,26) | - | -3.833 | -3.833 | |
| Exchange differences | -2.935 | -1.318 | -4.253 | |
| Closing carrying amount | 97.035 | 5.178 | 102.213 | |
| Opening carrying amount | 97.035 | 5.178 | 102.213 |
|---|---|---|---|
| Additions | - | 89 | 89 |
| Subsidiaries acquired - increase participation | 2.180 | - | 2.180 |
| Written- off | -3.928 | -223 | -4.151 |
| Goodwill impairment | -4.000 | - | -4.000 |
| Reclassifications | -3.074 | 3.074 | - |
| Amortization charge (Note 2,26) | - | -1.438 | -1.438 |
| Exchange differences | -1.115 | 1.212 | 97 |
| Closing carrying amount | 87.098 | 7.892 | 94.990 |
Goodwill acquired through business combinations has been allocated to the following cash-generating units ("CGU's") and is identified according to the region of operation and business segment:
Carrying amount of goodwill (by geographical segment):
| 2005 | 2004 | |
|---|---|---|
| (all amounts in Euro thousands) | ||
| Greece and the European Union | 6.889 | 9.305 |
| South Eastern Europe | 54.273 | 61.797 |
| Eastern Mediterranean | 12.818 | 15.749 |
| North America | 13.118 | 10.184 |
| 87.098 | 97.035 | |
| Carrying amount of goodwill (by business segment): | ||
| Cement | 77.082 | 84.580 |
| Blocks, ready mix and aggregates | 9.012 | 11.451 |
| Porcelain, shipping and transport activities | 1.004 | 1.004 |
| 87.098 | 97.035 |
The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a three-year period.
The following describes each key assumption on which management has based its cash flow projections to undertake impairment testing of goodwill pertaining to those CGU's to which management expects an impairment to occur.
Budgeted gross margins - the basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the year immediately before the budgeted year increased for expected efficiency improvements.
Key assumptions used for value in use calculations:
| Discount rate: | 10% - 18% |
|---|---|
| Sales growth: | 6% - 12% |
| Gross margin: | 40% - 50% |
| Perpetuity growth: | 3% |
For group purposes, there are no investment properties as the Company leases out such qualifying assets to certain of its subsidiary companies and therefore such properties are reclassified as property, plant and equipment on consolidation. Investment properties are measured at fair values based on management's estimations.
(all amounts in Euro thousands)
| 2005 | 2004 | |
|---|---|---|
| At beginning of year | 7.161 | 7.372 |
| Gain / (loss) from measurement at fair value | - | -37 |
| Reclassification of assets from / to other categories | 65 | -174 |
| At end of year | 7.226 | 7.161 |
| (all amounts in Euro thousands) | Group | Company | |||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| At beginning of year | 4.801 | 3.670 | 1.248 | 1.213 | |
| Additions | 1.175 | 3.402 | 299 | 257 | |
| Disposals | -2.122 | -2.922 | -498 | -222 | |
| Revaluations | 2.960 | 636 | - | - | |
| Exchange differences | -191 | 15 | - | - | |
| At end of year | 6.623 | 4.801 | 1.049 | 1.248 | |
| Analysis of available-for-sale financial assets: | |||||
| Non-current portion | 4.277 | 1.421 | 107 | 107 | |
| Current portion | 2.346 | 3.380 | 942 | 1.141 | |
| 6.623 | 4.801 | 1.049 | 1.248 | ||
| Available-for-sale financial assets include the following: | |||||
| Listed securities | 4.120 | 3.553 | - | - | |
| Non listed securities | 2.503 | 1.248 | 1.049 | 1.248 | |
| 6.623 | 4.801 | 1.049 | 1.248 |
Trading and other investments, comprising marketable equity securities, are fair valued annually at the close of business on 31 December. For investments traded in an active market, fair value is determined by reference to Stock Exchange quoted bid prices. For other investments, fair value is estimated by reference to the current market value of similar instruments or by reference to the discounted cash flows of the underlying net assets.
| (all amounts in Euro thousands) | Group | Company | ||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Government grants | 7.841 | 6.781 | 7.450 | 6.210 |
| Deferred income | 1.760 | 3.059 | - | - |
| 9.601 | 9.840 | 7.450 | 6.210 |
| (all amounts in Euro thousands) | Group | Company | ||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| At beginning of year | 6.781 | 5.326 | 6.210 | 5.018 |
| Subsidiary purchased | 232 | 326 | - | - |
| Additions | 1.584 | 1.357 | 1.584 | 1.482 |
| Written-off | -326 | - | - | - |
| Depreciation | -430 | -228 | -344 | -290 |
| At end of year | 7.841 | 6.781 | 7.450 | 6.210 |
Government grants are recognised at fair value when there is a certainty that the grant will be received and also when the Group complies with the terms and conditions of the grant.
Government grants received in respect of expenses are reflected in the income statement when the related expense is incurred so that the expense is matched to the income received.
Government grants relating to capital expenses are reflected as long term liabilities and are amortised on a straight line basis that reflects the estimated usefull life of the asset for which the grant was received.
| Group | ||||
|---|---|---|---|---|
| (all amounts in Euro thousands) | 2005 | 2004 | 2005 | 2004 |
| Utility deposits | 1.831 | 2.290 | 1.603 | 2.420 |
| Quarry restoration prepayments | 3.049 | 2.521 | - | - |
| Other non-current assets | 3.266 | 604 | - | - |
| 8.146 | 5.415 | 1.603 | 2.420 |
| (all amounts in Euro thousands) | Group | Company | |||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| Inventories | |||||
| Raw materials | 24.715 | 19.004 | 17.787 | 15.125 | |
| Maintenance stores | 95.919 | 74.271 | 32.981 | 30.121 | |
| Finished goods | 64.950 | 50.691 | 15.708 | 16.081 | |
| 185.584 | 143.966 | 66.476 | 61.327 | ||
| Less: Provision for obsolete inventory | -9.971 | -8.861 | -2.132 | -2.132 | |
| 175.613 | 135.105 | 64.344 | 59.195 | ||
| Property, plant and equipment held for sale (Note 8) | - | 2.369 | - | - | |
| Transfer of major spare parts and stand by equipment to property, plant and equipment (Note 8) |
341 | -1.281 | 341 | -1.262 | |
| 175.954 | 136.193 | 64.685 | 57.933 | ||
The Group has not pledged its inventories as collateral.
| (all amounts in Euro thousands) | Group | Company | ||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Trade receivables | 251.061 | 194.951 | 121.567 | 88.961 |
| Less: Provision for doubtfull debts | -10.739 | -9.800 | -5.751 | -6.545 |
| 240.322 | 185.151 | 115.816 | 82.416 | |
| Prepayments & other receivables | 39.739 | 51.442 | 15.659 | 6.980 |
| Less: Provision for impairment of other receivables | -7.643 | -8.716 | - | - |
| 32.096 | 42.726 | 15.659 | 6.980 | |
| Forward foreign exchange contracts at fair value (Note 22) | - | 3.497 | - | - |
| 272.418 | 231.374 | 131.475 | 89.396 |
| (all amounts in Euro thousands) | Provision for Provision for impairment of other doubtfull debts receivables |
|||
|---|---|---|---|---|
| Group | Company | Group | Company | |
| Balance at 1 January 2005 | 9.800 | 6.545 | 8.716 | - |
| Additions | 2.294 | - | - | - |
| Amount not utilized | -340 | -794 | - | - |
| Utilized during the year | -1.247 | - | -1.073 | - |
| Exchange differences | 232 | - | - | - |
| Balance at 31 December 2005 | 10.739 | 5.751 | 7.643 | - |
| (all amounts in Euro thousands) | Group | Company | ||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Cash at bank and in hand | 334 | 321 | 12 | 19 |
| Short-term bank deposits | 94.808 | 78.087 | 5 | 2 |
| 95.142 | 78.408 | 17 | 21 |
Short-term bank deposits comprise primarily of time deposits and REPOS. The effective interest rates on these short-term bank deposits are based on Euribor rates, are negotiated on a case by case basis and have an average maturity period of seven days.
| (all amounts in Euro thousands) | Group | Company | |||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| Trade payables | 79.220 | 54.363 | 26.005 | 24.472 | |
| Trade payables to related parties (Note 27) | - | - | 6.623 | 11.539 | |
| Other payables | 16.391 | 14.552 | 10.520 | 9.837 | |
| Accrued expenses | 19.798 | 23.135 | 3.241 | 1.601 | |
| Social security | 4.493 | 4.498 | 2.751 | 2.699 | |
| Debtors down payments/advances | 4.657 | 5.578 | 934 | 1.162 | |
| Forward foreign exchange contracts (Note 22) | 3.722 | 888 | - | 483 | |
| Other taxes | 7.978 | 11.243 | 1.731 | 4.483 | |
| 136.259 | 114.257 | 51.805 | 56.276 |
Other payables comprise mainly of insurance and employee benefit payables.
| Group | Company | ||||
|---|---|---|---|---|---|
| (all amounts in Euro thousands) | 2005 | 2004 | 2005 | 2004 | |
| Current | |||||
| Loans in local currency - ( € denominated) | 23.973 | 15.438 | 13.483 | 9.686 | |
| Loans in foreign currency | 39.966 | 69.078 | 35.513 | 46.957 | |
| Finance lease liabilities | 599 | 513 | - | - | |
| 64.538 | 85.029 | 48.996 | 56.643 | ||
| Non-current | |||||
| Bank borrowings (Loans in foreign currency) | 419.747 | 402.076 | 62.203 | 62.378 | |
| Other borrowings in foreign currencies | - | 917 | - | - | |
| Finance lease liabilities | 5.278 | 5.090 | - | - | |
| 425.025 | 408.083 | 62.203 | 62.378 | ||
| Total borrowings | 489.563 | 493.112 | 111.199 | 119.021 |
The bank borrowings are unsecured. The fair values of the borrowings closely approximate their carrying amounts.
Maturity of non-current bank borrowings (excluding finance lease liabilities):
| Group | ||||
|---|---|---|---|---|
| (all amounts in Euro thousands) | 2005 | 2004 | 2005 | 2004 |
| Up to 2 years | 48.832 | 50.578 | - | 14.683 |
| Between 2 and 5 years | 90.437 | 67.390 | 62.203 | 47.695 |
| Over 5 years | 280.478 | 284.108 | - | - |
| 419.747 | 402.076 | 62.203 | 62.378 |
The effective interest rates as per the Profit and Loss account are as follows:
| Group | Company | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Bank borrowings (foreign currency - USD) | 5,95% | 6,01% | 4,26% | 2,52% |
| Bank borrowings (foreign currency - JPY) | 3,32% | 3,42% | - | - |
| Bank borrowings (foreign currency - EGP) | 11,03% | 11,98% | - | - |
| Bank borrowings (foreign currency - GBP) | 6,45% | - | 6,45% | - |
| Bank borrowings (foreign currency - BGN) | 5,86% | 4,90% | 5,97% | - |
| Bank borrowings (local currency - €) | 3,15% | 2,48% | 3,11% | 3,07% |
| Finance lease liabilities | 5,14% | 5,14% | - | - |
| Bank borrowings in foreign currencies: | Group | Company | ||
|---|---|---|---|---|
| (all amounts in Local Currency thousands) | 2005 | 2004 | 2005 | 2004 |
| USD | 446.249 | 436.998 | 84.965 | 148.926 |
| JPY | 4.120.976 | 9.120.449 | - | - |
| EGP | 228.580 | 129.979 | - | - |
| GBP | 92 | - | 92 | - |
| BGN | 50.000 | 6.800 | 50.000 | - |
The present value of the finance lease liabilities may be analyzed as follows:
| (all amounts in Euro thousands) | Group | |
|---|---|---|
| 2005 | 2004 | |
| Finance lease liabilities - minimum lease payments | ||
| Not later than 1 year | 887 | 641 |
| Later than 1 year and not later than 5 years | 3.549 | 6.385 |
| Later than 5 years | 2.765 | - |
| 7.201 | 7.026 | |
| Future finance charges on finance leases | -1.324 | -1.423 |
| Present value of finance lease liabilities | 5.877 | 5.603 |
| Present value of finance lease liabilities is as follows: | ||
| Not later than 1 year | 724 | 512 |
| Later than 1 year and not later than 5 years | 2.896 | 5.091 |
| Later than 5 years | 2.257 | - |
| 5.877 | 5.603 |
Lease liabilities are effectively secured as the rights to the leased assets revert to the lessors in the event of default.
The Group has adequate undrawn committed and uncommitted borrowing facilities to meet future business requirements.
Deferred income taxes are calculated in full on temporary differences under the liability method using the principal tax rates that apply to the countries where the companies of the group operate. The amounts shown in the balance sheet are to be recovered or settled in periods of more than 12 months from 31st December 2005.
The movement on the deferred income tax account is as follows:
| (all amounts in Euro thousands) | Group | Company | |||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| At beginning of year | 117.708 | 116.554 | 42.405 | 30.525 | |
| Income statement charge (Note 5) | 25.514 | 16.306 | 4.299 | 10.808 | |
| Exchange differences | 15.787 | -16.224 | - | - | |
| Tax charged to equity | -16.246 | 1.072 | -16.246 | 1.072 | |
| At end of year | 142.763 | 117.708 | 30.458 | 42.405 |
The deferred tax charged to equity during the year refers to the hedging reserve.
| (all amounts in Euro thousands) | Group | Company | ||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| Property, plant and equipment | 159.383 | 134.294 | 27.967 | 23.368 |
| Provisions | 3.253 | -929 | 3.350 | 1.236 |
| Receivables and prepayments | 913 | 790 | - | - |
| Currency translation differences on derivative hedged position | 2.902 | 19.806 | 2.902 | 19.806 |
| 166.451 | 153.961 | 34.219 | 44.410 | |
| Analysis of deferred tax assets | ||||
| (all amounts in Euro thousands) | ||||
| Intangible assets | -1.445 | -517 | - | - |
| Tax losses | -2.637 | -20.482 | - | - |
| Inventories | -812 | -2.074 | - | - |
| Post-employment and termination benefits | -1.885 | -1.698 | - | - |
| Receivables and prepayments | -2.630 | -911 | -1.086 | - |
| Other | -18 | -797 | - | - |
| Government grants | -2.667 | -1.903 | -1.422 | -688 |
| Provisions | -6.155 | -2.617 | -594 | - |
| Trade and other payables | -4.780 | -3.937 | - | - |
| Currency translation differences on derivative hedged position | -659 | -1.317 | -659 | -1.317 |
| -23.688 | -36.253 | -3.761 | -2.005 | |
| Net deferred tax liability | 142.763 | 117.708 | 30.458 | 42.405 |
The movement in deferred tax assets and liabilities (prior to offsetting balances within the same tax jurisdiction) during the year is as follows:
| Group (all amounts in Euro thousands) |
1 January 2005 |
(Credited)/ charged to net profit |
(Credited)/ charged to equity |
Exchange differences |
31 December 2005 |
|---|---|---|---|---|---|
| Deferred tax liabilities | |||||
| Property, plant and equipment | 134.294 | 7.788 | - | 17.301 | 159.383 |
| Provisions | -929 | 2.114 | - | 2.068 | 3.253 |
| Receivables and prepayments | 790 | 1 | - | 122 | 913 |
| Currency translation differences on derivative hedged position |
19.806 | - | -16.904 | - | 2.902 |
| 153.961 | 9.903 | -16.904 | 19.491 | 166.451 | |
| Deferred tax assets | |||||
| Intangible assets | -517 | -892 | - | -36 | -1.445 |
| Tax losses | -20.482 | 20.422 | - | -2.577 | -2.637 |
| Inventories | -2.074 | 1.582 | - | -320 | -812 |
| Post-employment and termination benefits | -1.698 | 75 | - | -262 | -1.885 |
| Receivables and prepayments | -911 | -1.597 | - | -122 | -2.630 |
| Other | -797 | -16 | - | 795 | -18 |
| Government grants | -1.903 | -586 | - | -178 | -2.667 |
| Provisions | -2.617 | -3.141 | - | -397 | -6.155 |
| Trade and other payables | -3.937 | -235 | - | -608 | -4.780 |
| Currency translation differences on derivative hedged position |
-1.317 | - | 658 | - | -659 |
| -36.253 | 15.612 | 658 | -3.705 | -23.688 | |
| Net deferred tax liability | 117.708 | 25.515 | -16.246 | 15.786 | 142.763 |
| Company (all amounts in Euro thousands) |
1 January 2005 |
(Credited)/ charged to net profit |
(Credited)/ charged to equity |
Exchange differences |
31 December 2005 |
| Deferred tax liabilities | |||||
| Property, plant and equipment | 23.368 | 4.599 | - | - | 27.967 |
| Provisions | 1.236 | 2.114 | - | - | 3.350 |
| Currency translation differences on derivative hedged position |
19.806 | - | -16.904 | - | 2.902 |
| 44.410 | 6.713 | -16.904 | - | 34.219 | |
| Deferred tax assets | |||||
| Receivables and prepayments | - | -1.086 | - | - | -1.086 |
| Government grants | -688 | -734 | - | - | -1.422 |
| Provisions | - | -594 | - | - | -594 |
| Currency translation differences on derivative hedged position |
-1.317 | - | 658 | - | -659 |
| -2.005 | -2.414 | 658 | - | -3.761 | |
| Net deferred tax liability | 42.405 | 4.299 | -16.246 | - | 30.458 |
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority.
The movement in deferred tax assets and liabilities (prior to offsetting balances within the same tax jurisdiction) during the year is as follows:
| Group (all amounts in Euro thousands) |
1 January 2004 | (Credited)/ charged to net profit |
(Credited)/ charged to equity |
Exchange differences |
31 December 2004 |
|---|---|---|---|---|---|
| Deferred tax liabilities | |||||
| Property, plant and equipment | 124.839 | 4.831 | - | 4.624 | 134.294 |
| Other | - | 568 | - | -568 | - |
| Provisions | 1.906 | -5.708 | - | 2.873 | -929 |
| Receivables and prepayments | 29 | 730 | - | 31 | 790 |
| Inventories | 52 | -53 | - | 1 | - |
| Convertible loans | 201 | -19 | - | -182 | - |
| Government grants | 106 | -173 | - | 67 | - |
| Currency translation differences on derivative hedged position |
18.734 | - | 1.072 | - | 19.806 |
| 145.867 | 176 | 1.072 | 6.846 | 153.961 | |
| Deferred tax assets | |||||
| Forward exchange contracts | -122 | 122 | - | - | - |
| Intangible assets | -718 | 201 | - | - | -517 |
| Tax losses | -9.538 | 3.214 | - | -14.158 | -20.482 |
| Inventories | -2.888 | 814 | - | - | -2.074 |
| Post-employment and termination benefits | -3.777 | 2.079 | - | - | -1.698 |
| Receivables and prepayments | -235 | -676 | - | - | -911 |
| Other | -641 | -144 | - | -12 | -797 |
| Government grants | -1.160 | -678 | - | -65 | -1.903 |
| Provisions | -8.584 | 14.802 | - | -8.835 | -2.617 |
| Accrued expenses | -333 | 333 | - | - | - |
| Trade and other payables | - | -3.937 | - | - | -3.937 |
| Currency translation differences on derivative hedged position |
-1.317 | - | - | - | -1.317 |
| -29.313 | 16.130 | - | -23.070 | -36.253 | |
| Net deferred tax liability | 116.554 | 16.306 | 1.072 | -16.224 | 117.708 |
| (Credited)/ | (Credited)/ |
| Company (all amounts in Euro thousands) |
1 January 2004 | charged to net profit |
charged to equity |
Exchange differences |
31 December 2004 |
|---|---|---|---|---|---|
| Deferred tax liabilities | |||||
| Property, plant and equipment | 13.796 | 9.572 | - | - | 23.368 |
| Provisions | - | 1.236 | - | - | 1.236 |
| Currency translation differences on derivative hedged position |
18.734 | - | 1.072 | - | 19.806 |
| 32.530 | 10.808 | 1.072 | - | 44.410 | |
| Deferred tax assets | |||||
| Government grants | -688 | - | - | - | -688 |
| Currency translation differences on derivative hedged position |
-1.317 | - | - | - | -1.317 |
| -2.005 | - | - | - | -2.005 | |
| Net deferred tax liability | 30.525 | 10.808 | 1.072 | - | 42.405 |
In respect of the Greek entities within the Group, Greek labor legislation requires that the payment of retirement and termination indemnities be based on the number of years of service to the Company by the employees and their final remuneration. The Group grants retirement indemnities which exceed the legal requirements. These retirement indemnities are unfunded and the liabilities arising from such obligations are actuarially valued by an independent firm of actuaries. The last actuarial valuation was undertaken in January 2005. The principal actuarial assumptions used were a discount rate of 4%, future salary increases of between 5% and 6% and future pension increases of 3% per annum.
The Group's U.S. subsidiaries operate defined benefit plans and other post-retirement benefit plans. The method of accounting for the latter, as well as the valuation assumptions and the frequency of valuations are similar to those used for defined benefit plans.
Certain employees participate in a union sponsored, defined benefit multi-employer pension plan. This plan is not administered by the Group's U.S. subsidiary and contributions are determined in accordance with the provisions of the negotiated labor contract. These contributions are affected by the funded status of the plan.
Excess benefit plan
This plan is intended to constitute an unfunded plan of deferred compensation for a selected group of highly compensated employees under the Employee Income Security Act of 1974 ("ERISA"). For this purpose the Group's U.S. subsidiary created an irrevocable trust to facilitate the payment of deferred compensation to participants under this plan. Under this plan, the participants are eligible to defer a certain percentage of eligible compensation for the applicable plan year. The Company matches 50% of the participants' contributions to the plan. Again, the Company's contributions are affected by the funded status of the plan.
All of the Group's U.S. subsidiary's defined benefit pension plans and all but one of its other post-retirement plans have been frozen as to new participants and credited service and is not material to the Group. One post-retirement benefit plan exists (for certain active and former employees) whereby eligible retirees receive benefits consisting primarily of assistance with medical insurance costs between the dates of early retirement and medicare eligibility. The company operates a defined contibution plan for it's employees.
The amounts recognized in the income statement relating to defined benefit pension plans and other post retirement and termination benefits (defined benefit plans) are as follows:
| Group | Company | ||
|---|---|---|---|
| 2004 | |||
| 2.395 | 1.536 | 1.590 | 1.054 |
| 2.317 | 2.406 | 1.389 | 1.305 |
| - | 247 | - | 171 |
| 672 | 449 | 871 | 1.231 |
| 5.384 | 4.638 | 3.850 | 3.761 |
| -750 | -771 | - | - |
| 4.634 | 3.867 | 3.850 | 3.761 |
| 2.435 | 9.115 | - | - |
| 320 | 908 | 314 | 788 |
| 7.389 | 13.891 | 4.164 | 4.549 |
| - | |||
| 45.339 | 46.655 | 33.035 | 34.728 |
| 25.518 | |||
| 3.761 | |||
| 2.435 | 9.115 | - | - |
| -7.774 | -5.784 | -4.671 | -5.165 |
| 38.937 | 39.642 | 23.293 | 24.114 |
| 2005 712 39.642 4.634 |
2004 685 32.444 3.867 |
2005 - 24.114 3.850 |
| Group (all amounts in Euro thousands) |
1 January 2005 | Additions | Used during year |
Exchange differences |
Balance at 31 December 2005 |
|
|---|---|---|---|---|---|---|
| Provisions for rehabilitation of quarries | a | 6.073 | 756 | - | 810 | 7.639 |
| Provisions for other taxes | b | 1.659 | 742 | - | 298 | 2.699 |
| Litigation provisions | c | 3.430 | 2.072 | -2.496 | 194 | 3.200 |
| Other provisions | d | 7.899 | - | -2.915 | 91 | 5.075 |
| 19.061 | 3.570 | -5.411 | 1.393 | 18.613 |
| (all amounts in Euro thousands) | 2005 | 2004 |
|---|---|---|
| Non current provisions | 14.136 | 18.045 |
| Current provisions | 4.477 | 1.016 |
| 18.613 | 19.061 |
| Company (all amounts in Euro thousands) |
1 January 2005 | Additions | Used during year |
Exchange differences |
Balance at 31 December 2005 |
|
|---|---|---|---|---|---|---|
| Other provisions | d | 3.749 | - | -331 | - | 3.418 |
| 3.749 | - | -331 | - | 3.418 | ||
| 2005 | 2004 |
|---|---|
| 3.418 | 3.749 |
| - | - |
| 3.418 | 3.749 |
a. This provision represents the present value of the estimated costs to reclaim quarry sites and other similar post-closure obligations.
b. This provision relates to future obligations that may result from tax audits
c. This provision has been established with respect to claims made against certain companies in the Group by third parties.
d. Comprises other provisions relating to other risks none of which are individually material to the Group
| Derivative financial instruments | Group | Company | ||
|---|---|---|---|---|
| (all amounts in Euro thousands) | 2005 | 2004 | 2005 | 2004 |
| Liabilities Forward foreign exchange contracts at fair value (Note 17) |
3.722 | 888 | - | 483 |
| Assets Forward foreign exchange contracts at fair value (Note 15) |
- | 3.497 | - | - |
All forward exchange contracts are valued at fair value. The resultant gain or loss is included in finance costs on the income statement.
The amounts below represent the net Yen and Dollar equivalents to purchase and sell foreign currencies. The contracts will be utilized during the next twelve months.
| Foreign Amount | Average Rate to the Yen/\$ |
|||
|---|---|---|---|---|
| (all amounts in local currency thousands) | 2005 | 2004 | 2005 | 2004 |
| Subsidiaries | ||||
| Japanese Yen (Bought) | 12.201.000 | 19.750.000 | 110,77 | 104,99 |
| Japanese Yen (Sold) | 8.075.000 | 10.050.000 | 113,96 | 103,71 |
Foreign currency debt of US \$ 20 million (2004: US \$ 60 million) recorded by the Group has been designated as a hedge of the net investment in Titan America. The fair value of the borrowing at 31 December 2005 was € 16.953.463 (2004: € 44.049.629). The foreign exchange loss of € 5.551.242 (2004: gai of € 3.349.619) on translation of the borrowing to Euro at the balance sheet date was recognised in shareholders' equity. The cumulative exchange gain at 31 December 2005 recognized in shareholders' equity amounted to € 45.318.420 (2004: € 34.623.818).
| Contingencies | Group | Company | ||
|---|---|---|---|---|
| (all amounts in Euro thousands) | 2005 | 2004 | 2005 | 2004 |
| Guarantees to third parties on behalf of subsidiaries | 109.088 | 119.225 | 393.480 | 337.418 |
| Bank guarantee letters | 3.343 | 5.673 | 2.162 | 4.610 |
| Guarantees given in respect of government grants relating to property, plant and equipment | 11.023 | 6.680 | 11.023 | 6.680 |
| Other guarantees | 14.518 | 14.459 | 12.980 | 11.485 |
| 137.972 | 146.037 | 419.645 | 360.193 |
The Group and the Company has contingent liabilities arising in the ordinary course of business. There are no litigations which may have an important and material impact on the financial status of the Group. The financial years, referred to in note 34, 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.
There is a pending lawsuit regarding the claim from several employees of Cementarnica USJE A.D. concerning the participation of employees in it's profit. In accordance with the Collective Agreement and Labor Relation law in the FYROM, the legal procedure will determine to what extent the employees will participate the subsidiaries profit. This amount is not material to the Group's results.
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, in terms of the National Allocation Plan for CO2 emissions; however certificates have not been issued. 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.
Included in the tax exempt reserves are reserves that have been created by the Company and certain of its Greek subsidiaries following the application of paragraph 2 of L.3220/2004. The European Commission, following its recent Directive 2006/C20/05 that these tax exempt reserves have the form of a government subsidy, has requested the Greek Government to comment. If the European Commission finally concludes that the relevant reserves are a form of government subsidy then the affected Group companies will be required to submit to the taxation authorities the applicable income tax. As the outcome of the discussions between the Greek Government and the European Commission are uncertain at this time the Group is not in a position to determine the likely financial impact and has not provided for this contingent liability.
Other than the items referred to in the preceding paragraph, it is not anticipated that any material contingent liabilities will arise.
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 our subsidiary against the French state for damages, which at first instance had been accepted for € 2.663.375,40 plus interest.
Capital expenditure contracted for at the balance sheet date but not recognized in the consolidated financial statements is as follows:
| Group | Company | |||
|---|---|---|---|---|
| (all amounts in Euro thousands) | 2005 | 2004 | 2005 | 2004 |
| Property, plant and equipment | 29.503 | 46.178 | 18.101 | 10.116 |
| Total | 29.503 | 46.178 | 18.101 | 10.116 |
The Group's US subsidiary has contracted to purchase raw materials and manufacturing supplies as part of its ongoing operations in Florida. This includes a contract to buy construction aggregates through a multi-year agreement at prevailing market prices.
The Group leases motor vehicles, properties and other equipment under non-cancelable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights.
| (all amounts in Euro thousands) | Group | |||
|---|---|---|---|---|
| 2005 | 2004 | |||
| Not later than 2 years | 6.510 | 7.539 | ||
| Later than 2 years and not later than 5 years | 3.063 | 3.550 | ||
| Later than 5 years | 3.728 | 3.551 | ||
| 13.301 | 14.640 |
(all amounts are shown in Euro thousands unless otherwise stated)
| Number of ordinary shares |
Ordinary Shares |
Share premium |
Share options | Number of preferred ordinary shares |
Preferred ordinary shares |
Total number of shares |
Total | |
|---|---|---|---|---|---|---|---|---|
| At 1 January 2004 | 38.181.932 | 91.637 | 17.095 | - | 3.784.480 | 9.083 | 41.966.412 | 117.815 |
| Capitalization of reserves (Note 25) | 38.181.932 | 61.091 | - | - | 3.784.480 | 6.055 | 41.966.412 | 67.146 |
| Issue of shares - share option scheme | 196.400 | 393 | 2.490 | - | - | - | 196.400 | 2.883 |
| At 31 December 2004 | 76.560.264 | 153.121 | 19.585 | - | 7.568.960 | 15.138 | 84.129.224 | 187.844 |
| Share options (IFRS 2) | - | - | - | 731 | - | - | - | 731 |
| Issue of shares - share option scheme | 200.900 | 401 | 2.548 | - | - | - | 200.900 | 2.949 |
| At 31 December 2005 | 76.761.164 | 153.522 | 22.133 | 731 | 7.568.960 | 15.138 | 84.330.124 | 191.524 |
The par value of ordinary and preferred shares is € 2.00 per share (2004: € 2.00 per share). All issued shares are fully paid.
Τhe trading price of the Titan Cement ordinary shares were € 34.50 and € 21.80 at December 31, 2005 and 2004, respectively.
Share options are granted to members of senior management. Movements in the number of share options outstanding are as follows:
| 2005 | 2004 | |||||
|---|---|---|---|---|---|---|
| Old scheme | New scheme | Total | Old scheme | New scheme | Total | |
| At 1 January | 283.600 | 111.480 | 395.080 | 250.700 | - | 250.700 |
| Share split | - | - | - | 229.300 | - | 229.300 |
| Granted | - | 133.110 | 133.110 | - | 111.480 | 111.480 |
| Exercised | -200.900 | - | -200.900 | -196.400 | - | -196.400 |
| At 31 December | 82.700 | 244.590 | 327.290 | 283.600 | 111.480 | 395.080 |
Share options outstanding at the end of the year have the following terms:
| 2005 | 2004 | ||||||
|---|---|---|---|---|---|---|---|
| Expiration date | Exercise price | Old scheme | New scheme | Total | Old scheme | New scheme | Total |
| 2006 | € 14,68 | - | - | - | 33.300 | - | 33.300 |
| 2007 | € 14,68 | 82.400 | - | 82.400 | 250.300 | - | 250.300 |
| 2007 | € 2,00 | - | 111.480 | 111.480 | - | 111.480 | 111.480 |
| 2008 | € 2,00 | - | 133.110 | 133.110 | - | - | - |
| 82.400 | 244.590 | 326.990 | 283.600 | 111.480 | 395.080 |
At the annual general meeting of 5 July 2000, the shareholders approved the distribution of up to 400,000 ordinary voting shares by granting share options at an initial offer price of € 29,35 per share (now € 14.68 after split).
With a decision taken at the general meeting on 19 June 2002 and in accordance with the provisions of Law 2919/2001, the implementation of the program was extended to senior executives of subsidiaries of the Group. The options granted each year have a maturity period of three years and can be exercised either partially by one-third within the year of granting and the next two years or cumulatively at the end of the three-year period.
As a result of the decision taken at the Annual General Meeting on May 24, 2004 to reduce the nominal value per share (share split), it was decided at the Shareholders' General Meeting held on June 8, 2004 to modify this share option scheme by doubling the number of shares to 480,000 and to reduce the exercise price from € 29.35 to €14.68 per share. During the year under review, fortyone executives exercised options for 200.900 (2004: 196.400) shares. The remaining options for 82.700 (2004: 283.600) shares have not yet been exercised. During the 2005 financial year, members of the board exercised their rights for 30.800 shares (2004: 24,800 shares)
On June 8, 2004 the Company approved a new share incentive scheme for the distribution of up to 400,000 ordinary voting shares by granting share options for the three year period 2004 to 2006 to certain executives of the Company and its subsidiaries. The exercise price was set at the nominal price of the share. Under this scheme, the options granted each year have a maturity period of three years and can be exercised after the completion of the three year period. Each option must be exercised within twelve months from its respective vesting period. If the deadline is exceeded then those particular options will irrevocably lapse. All vesting is conditional on the employee's continued employment throughout the vesting period. The number of options to be granted each year will depend on a number of market based performance features such as the performance of Titan shares compared to the performance of the Athens Securities Exchange and the share performance of other international cement producing companies. The number of options to be granted each year will be determined as follows:
1) One-third of options granted vest based on an individuals performance at the completion of the three year period
2) One-third of options granted vest based on the Titan Cement's stock performance relative to three Athens Stock Exchange indices during the three year period
3) One-third of options granted vest based on the Titan Cement's stock performance relative to that of twelve predefined cement producing companies during the three year period.
The options granted under the new scheme have been accounted for in terms of the requirements of IFRS 2 "Share based payments". The options granted under the old scheme are not subject to IFRS 2 as they were granted prior to the effective date of IFRS 2.
The fair value of the options granted under the new scheme, determined using the Black-Scholes valuation model, was €30,76 (2004: €18,44) per option. The significant inputs into the valuation model were share price at grant date of €34,50 (2004: €21,80), expected volatility of share price 21,6% (2004: 22.5%), dividend yield of 1,9% (2004: 2,4%) and an annual risk free rate of 2,8% (2004: 2,3%).
| Group (all amounts in Euro thousands) |
Legal reserve |
Special reserve |
Contingency reserve |
Tax exempt reserves under special laws |
Revaluatio n reserve |
Currency translation differences on derivative hedging position |
Translation Reserve |
Total |
|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2004 | 59.227 | 3.693 | 146.245 | 186.585 | - | 32.346 | -116.374 | 311.722 |
| Capitalization of reserves (Note 24) | - | - | 27 | -67.173 | - | - | - | -67.146 |
| Movement in currency translation reserve | - | - | - | - | - | - | -32.379 | -32.379 |
| Available-for-sale investments | 499 | - | - | - | - | - | - | 499 |
| Movement on investment hedge net of deferred tax | - | - | - | - | - | 2.278 | - | 2.278 |
| Transfer from retained earnings | 4.737 | - | 20.357 | 34.484 | - | - | - | 59.578 |
| Balance at 31 December 2004 | 64.463 | 3.693 | 166.629 | 153.896 | - | 34.624 | -148.753 | 274.552 |
| Movement in currency translation reserve | - | - | - | - | - | - | 40.429 | 40.429 |
| Fair value gains from subsidiaries which operate in | ||||||||
| hyperinflation economies | - | - | - | - | 2.959 | - | - | 2.959 |
| Movement on investment hedge net of deferred tax | - | - | - | - | - | 10.694 | - | 10.694 |
| Transfer from retained earnings | -11.874 | -56 | 76.055 | -8.050 | - | - | 5.214 | 61.289 |
| Balance at 31 December 2005 | 52.589 | 3.637 | 242.684 | 145.846 | 2.959 | 45.318 | -103.110 | 389.923 |
| Company (all amounts in Euro thousands) |
Legal reserve |
Special reserve |
Contingency reserve |
Tax exempt reserves under special laws |
Revaluatio n reserve |
Currency translation differences on derivative hedging position |
Total |
|---|---|---|---|---|---|---|---|
| Balance at 1 January 2004 | 35.282 | 1.769 | 174.425 | 155.960 | - | 32.346 | 399.782 |
| Capitalization of reserves (Note 24) | - | - | - | -67.146 | - | - | -67.146 |
| Movement on investment hedge net of deferred tax | - | - | - | - | - | 2.278 | 2.278 |
| Transfer from retained earnings | 4.737 | - | 18.532 | 34.484 | - | - | 57.753 |
| Balance at 31 December 2004 | 40.019 | 1.769 | 192.957 | 123.298 | - | 34.624 | 392.667 |
| Movement on investment hedge net of deferred tax | - | - | - | - | - | 10.694 | 10.694 |
| Transfer from retained earnings | 5.273 | - | 39.141 | 10.798 | - | - | 55.212 |
| Balance at 31 December 2005 | 45.292 | 1.769 | 232.098 | 134.096 | - | 45.318 | 458.573 |
Based on existing Greek tax law, these reserves are exempt from income tax, provided that they are not distributed to shareholders. The Group does not intend to distribute these reserves and has thus not provided for the tax liability that would arise in the event that these reserves were to be distributed. Any distribution from these reserves can only occur following the approval of shareholders in a general meeting and once the applicable taxation is paid by the Company.
| (all amounts in Euro thousands) | Group | Company | |||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| Net Profit for the year as per income statements | 213.050 | 179.657 | 105.810 | 104.349 | |
| Adjustments for: | |||||
| Tax (Note 5) | 80.018 | 62.948 | 39.207 | 44.600 | |
| Depreciation (Note 8) | 69.660 | 60.042 | 11.016 | 10.604 | |
| Amortization of intangibles (Note 9) | 1.438 | 3.833 | - | - | |
| Amortization of government grants received | -430 | -228 | -344 | -290 | |
| Stripping amortization | 1.347 | - | - | - | |
| Impairment charges (Note 8) | - | 491 | - | - | |
| Provision for impairment of goodwill - write offs | 8.152 | - | - | - | |
| (Profit)/ loss on sale of property, plant and equipment | -376 | -2.295 | 69 | -235 | |
| Provision for impairment of debtors charged to income statement (Note 15) | 1.954 | 1.540 | -794 | 2.734 | |
| Provision for inventory obsolescence | -429 | - | - | - | |
| Other provisions | 3.570 | 776 | -2 | - | |
| Provision for retirement and termination benefit obligations | 7.069 | 12.982 | 3.850 | 3.761 | |
| Impairment of investment property | - | - | - | 37 | |
| Profit on disposal of subsidiaries | - | -1.811 | - | - | |
| Profit on sale of trading and other investments | -7.998 | - | - | - | |
| Interest income and net foreign exchange transaction gains | -22.842 | -12.115 | -201 | -6.540 | |
| Dividend income | -1.008 | -405 | -29.175 | -13.773 | |
| Interest expense and net foreign exchange transaction losses | 46.692 | 30.962 | 17.678 | 6.842 | |
| Loss on financial instruments | 10.238 | - | - | 483 | |
| Gains on financial instruments | -3 | -1.577 | -708 | -423 | |
| Interest capitalized to fixed assets | -538 | -3.561 | - | - | |
| Tax discount due to one off payment | -451 | -1.084 | -369 | -1.083 | |
| Share stock options | 731 | - | 516 | - | |
| Changes in working capital: | |||||
| Decrease / (increase) in inventories | -39.310 | -17.908 | -6.752 | -11.186 | |
| Decrease / (increase) in trade and other receivables | -41.625 | 100.152 | -30.497 | 107.918 | |
| (Decrease) / increase in trade and other payables | -11.022 | -13.090 | -8.828 | 4.119 | |
| Cash generated from operations | 317.887 | 399.309 | 100.476 | 251.917 |
In the consolidated cash flow statement, proceeds from the sale of property, plant and equipment comprise:
| Net book amount (Note 8) | 1.890 | 803 | 550 | 172 |
|---|---|---|---|---|
| (Loss) / Profit on sale of property, plant and equipment | 376 | 2.295 | -69 | 235 |
| Proceeds from the sale of property, plant and equipment | 2.266 | 3.098 | 481 | 407 |
The Group is controlled by Titan Cement S.A. ("The Company") who owns 100% of the Group's ordinary shares. Group directors own 17.3% (2004: 17,3%) of the Company's shares while the remaining 82.7% (2004: 82.7%) of the shares are widely held by the public (which includes institutional investors).
Various transactions are entered into by the Company and its subsidiaries during the year with related parties. These transactions occurred under terms that are no less favorable than those entered into with third parties, at normal market prices. Outstanding balances at year-end are unsecured and settlement occurs in cash. For the years ended 31 December 2005 and 31 December 2004, the Group has not raised any provision for doubtful debts relating to amounts owed by related parties as the payment history has been excellent. Intra-group transactions are eliminated on consolidation. Related party transactions exclusively reflect transactions between the companies of the group.
The following is a summary of transactions that were carried out with related parties during the year:
| (all amounts in Euro thousands) | 2005 | 2004 |
|---|---|---|
| i) Sales of goods and services | ||
| Sale of goods to subsidiaries | 97.721 | 75.331 |
| Sale of services to subsidiaries and joint ventures | 981 | 516 |
| Use of assets by subsidiaries, rental income | 52 | 27 |
| ii) Purchases of goods and services | ||
| Purchase of goods from subsidiaries | 8.036 | 12.041 |
| Purchase of services from subsidiaries | 20.105 | 19.069 |
| iii) Year-end balances arising from purchases of goods and services | ||
| Payables to related parties (Note 17) | 6.623 | 11.539 |
| Receivables from related parties | 39.432 | 15.053 |
| iv) Key management compensation | ||
| Salaries and other short-term employee benefits | 3.602 | 3.548 |
| Post-employment benefits | 107 | 86 |
| v) Directors | ||
| 6 | 6 | |
| Non-executive members on the Board of Directors | 9 | 9 |
| Executive members on the Board of Directors |
| Subsidiary and joint venture name | Country of incorporation Nature of business |
% 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 |
| Group | Company | |||||
|---|---|---|---|---|---|---|
| (all amounts in Euro thousands) | Greek GAAP |
Effect of transition to IFRS |
IFRS | Greek GAAP |
Effect of transition to IFRS |
IFRS |
| Assets | ||||||
| Property, plant and equipment | 807.018 | 165.357 | 972.375 | 166.346 | 67.125 | 233.471 |
| Intangible assets | 23.765 | 78.448 | 102.213 | - | - | - |
| Investment properties | - | - | - | - | 7.161 | 7.161 |
| Investment (participations) | 27.587 | -27.587 | - | 513.348 | -620 | 512.728 |
| Other investments | 181 | 1.240 | 1.421 | 107 | - | 107 |
| Non current receivables | 16.340 | -10.925 | 5.415 | 2.420 | - | 2.420 |
| Deferred tax assets | - | 2.988 | 2.988 | - | 2.005 | 2.005 |
| Non-current assets | 874.891 | 209.521 | 1.084.412 | 682.221 | 75.671 | 757.892 |
| Inventories | 130.573 | 5.620 | 136.193 | 61.327 | -3.394 | 57.933 |
| Receivables and prepayments | 256.952 | -25.578 | 231.374 | 112.739 | -23.343 | 89.396 |
| Trading and other investments | 5.111 | -1.731 | 3.380 | 1.141 | - | 1.141 |
| Cash and cash equivalents | 47.929 | 30.479 | 78.408 | 21 | - | 21 |
| Current assets | 440.565 | 8.790 | 449.355 | 175.228 | -26.737 | 148.491 |
| Total assets | 1.315.456 | 218.311 | 1.533.767 | 857.449 | 48.934 | 906.383 |
| Liabilities | ||||||
| Long term borrowings | 326.335 | 81.748 | 408.083 | 62.378 | - | 62.378 |
| Deferred income tax liabilities | - | 120.696 | 120.696 | - | 44.410 | 44.410 |
| Retirement and termination benefit obligations | 24.643 | 14.999 | 39.642 | 22.882 | 1.232 | 24.114 |
| Provisions for other liabilities and charges | 138.663 | -120.618 | 18.045 | 37.950 | -34.201 | 3.749 |
| Other non current liabilities | - | 9.840 | 9.840 | - | 6.210 | 6.210 |
| Non-current liabilities | 489.641 | 106.665 | 596.306 | 123.210 | 17.651 | 140.861 |
| Short term borrowings | 64.726 | 20.303 | 85.029 | 56.643 | - | 56.643 |
| Trade and other payables | 120.258 | -6.001 | 114.257 | 50.355 | 5.921 | 56.276 |
| Current tax liabilities | 60.575 | -43.523 | 17.052 | 28.808 | -21.282 | 7.526 |
| Current provisions | - | 1.016 | 1.016 | - | - | - |
| Dividends for shareholders | 44.121 | - | 44.121 | 44.121 | - | 44.121 |
| Current liabilities | 289.680 | -28.205 | 261.475 | 179.927 | -15.361 | 164.566 |
| Total liabilities (a) | 779.321 | 78.460 | 857.781 | 303.137 | 2.290 | 305.427 |
| Share capital | 187.844 | - | 187.844 | 187.844 | - | 187.844 |
| Reserves | 322.745 | 139.930 | 462.675 | 366.468 | 46.644 | 413.112 |
| Share capital & reserves | 510.589 | 139.930 | 650.519 | 554.312 | 46.644 | 600.956 |
| Minority Interest | 25.546 | -79 | 25.467 | - | - | - |
| Total equity (b) | 536.135 | 139.851 | 675.986 | 554.312 | 46.644 | 600.956 |
| Total equity and liabilities (a+b) | 1.315.456 | 218.311 | 1.533.767 | 857.449 | 48.934 | 906.383 |
| Group | Company | |||||
|---|---|---|---|---|---|---|
| Greek GAAP |
Effect of transition to IFRS |
IFRS | Greek GAAP |
Effect of transition to IFRS |
IFRS | |
| (all amounts in Euro thousands) | ||||||
| Turnover | 1.104.381 | 38.093 | 1.142.474 | 430.680 | - | 430.680 |
| Cost of sales | -800.679 | 74.489 | -726.190 | -295.777 | 43.605 | -252.172 |
| Gross profit | 303.702 | 112.582 | 416.284 | 134.903 | 43.605 | 178.508 |
| Other operating income/ (expense) | 19.401 | -23.215 | -3.814 | 5.541 | -5.785 | -244 |
| Administrative expenses | -67.797 | -6.889 | -74.686 | -29.726 | -148 | -29.874 |
| Selling and marketing expenses | -23.333 | 4.021 | -19.312 | -3.622 | 1 | -3.621 |
| Earnings before interest, taxes and depreciation | 231.973 | 86.499 | 318.472 | 107.096 | 37.673 | 144.769 |
| Depreciation & amortization | -151 | -63.496 | -63.647 | -141 | -10.173 | -10.314 |
| Earnings before interest and taxes | 231.822 | 23.003 | 254.825 | 106.955 | 27.500 | 134.455 |
| Finance costs - net | -18.339 | 6.119 | -12.220 | 8.417 | 6.077 | 14.494 |
| Extraordinary items - net | 16.956 | -16.956 | - | 19.789 | -19.789 | - |
| Profit/(loss) before income tax (EBT) | 230.439 | 12.166 | 242.605 | 135.161 | 13.788 | 148.949 |
| Income tax net | -58.685 | -4.263 | -62.948 | -31.011 | -13.589 | -44.600 |
| Profit for the period | 171.754 | 7.903 | 179.657 | 104.150 | 199 | 104.349 |
| Attributable to: | ||||||
| Titan Cement S.A shareholders | 168.923 | 8.028 | 176.951 | 104.150 | 199 | 104.349 |
| Minority interest | 2.831 | -125 | 2.706 | - | - | - |
(all amounts in Euro thousands)
| Group | Company | |
|---|---|---|
| As previously reported in Greek statutory financial statements at 31 December 2004 | 510.589 | 554.312 |
| Adjusted for: | ||
| Recognition of deferred tax liabilities | -29.124 | -42.404 |
| Change in economic useful lives of property, plant and equipment and restatement to historical cost basis |
87.894 | 73.024 |
| Adjustment for provisions accounts according to I.A.S | -25.320 | -10.909 |
| Revision to amortization of government grants based on IFRS revised economic useful lives of appropriate assets and reclassification of government grants from equity to deferred income (non current liabilities) |
-4.211 | -6.210 |
| Reclassification of unrealized foreign currency gains to equity relating to US dollar loan used as a hedge against the investment in US subsidiaries |
33.641 | 33.626 |
| Derecognition of intangible assets (previously recognized under Greek GAAP) | -2.574 | - |
| Differences arising from the method of accounting for Egyptian operations | 1.226 | - |
| Reclassification of goodwill from reserves (equity) to assets (non-current assets) and difference arising from the translation of goodwill denominated in foreign currency and amortization of goodwill over economic useful lives |
85.372 | - |
| Differences between Greek GAAP and IFRS exchange gains / losses on translation of financial statements of foreign entities |
-6.475 | - |
| Recognition of derivative instruments (FEC's) at fair values | -483 | -483 |
| Other | -16 | - |
| As restated to conform with the requirements of IFRS at 31 December 2004 | 650.519 | 600.956 |
| Group | Company | |
|---|---|---|
| 168.923 | 104.150 | |
| 30.089 | 28.875 | |
| -3.931 | -10.808 | |
| 2.412 | 9.499 | |
| 5.000 | - | |
| 2.097 | - | |
| 4.721 | 4.706 | |
| 143 | - | |
| -172 | -172 | |
| -13.853 | -13.836 | |
| -15.943 | -15.492 | |
| -2.650 | -2.650 | |
| 596 | - | |
| -481 | 77 | |
| 176.951 | 104.349 | |
| (all amounts in Euro thousands) | 2005 | 2004 | |
|---|---|---|---|
| At beginning of year | 25.467 | 52.569 | |
| Buy-out of minority interest | - | -28.842 | |
| Share of net profit of subsidiaries (per income statement) | 2.922 | 2.705 | |
| Dividends | -1.011 | -965 | |
| Subsidiary's equity reduction portion to minority interest | -9.799 | - | |
| Reclasifications from subsidiaries that operate in hyperinflationary economies (IAS 29) | 914 | - | |
| Exchange differences | -2.113 | - | |
| At end of year | 16.380 | 25.467 |
During the year under review, the Group had not disposed of any subsidiaries.
The subsidiaries BETOKAT ABETE and PAVLIDES BROS. READY MIX ABEE were merged with INTERBETON CONSTRUCTION MATERIALS S.A. at 2.7.2005 and 28.12.2005 respectively.
At 1.4.2005 the Group acquired 86,32% of PAVLIDES BROS. READY MIX ABEE and at 28.12.2005 the balance of the minorities of 13,68% and, as detailed above, the company was subsequently merged with INTERBETON CONSTRUCTION MATERIALS S.A.. The balance sheets of the company at the successive acquisition dates are presented below.
| (all amounts in Euro thousands) | 1.4.2005 | 31.12.2005 | |
|---|---|---|---|
| Acquisition percentage at: | 86,32% | 13,68% | |
| Assets | |||
| Current assets | 1.089 | 995 | |
| Inventory | 30 | 2.093 | |
| Receivables & prepayments | 816 | 836 | |
| Cash & cash equivalents | 279 | 2 | |
| Total assets | 2.214 | 3.926 | |
| Liabilities | |||
| Long term borrowings | 123 | - | |
| Other liabilities & taxes payable | 1.536 | 1.565 | |
| Total liabilities | 1.659 | 1.565 | |
| Net assets | 555 | 2.361 | |
| Net assets relating to Group's portion | 479 | 323 | |
| Goodwill (recognised in the income statement) | 1.238 | -51 | |
| Total | 1.717 | 272 | |
| Composed of | |||
| Cash outflow for acquisition of subsidiary | 1.717 | 272 | |
| Cash & cash equivalents of acquired subsidiary | -279 | -2 | |
| Total cash outflow for subsidiary acquisition | 1.438 | 270 |
The Group has a 50% interest in a joint venture, Lafarge Titan Egyptian Investments Limited ("LTEIL"), a company incorporated in Jersey and the principal activity of which is investment holding. LTEIL in turn has controlling interests in other entities. The following amounts represent the Group's share of the assets and liabilities and profit after tax of the joint ventures and are included in the consolidated balance sheet and income statement:
| (all amounts in Euro thousands) | 2005 | 2004 |
|---|---|---|
| Property, plant and equipment | 102.618 | 85.865 |
| Intangibles and long-term receivables | 14.804 | 17.195 |
| Current assets | 30.278 | 45.104 |
| 147.700 | 148.164 | |
| Non-current interest bearing borrowings | 58.973 | 81.249 |
| Other long-term liabilities | 918 | 863 |
| Provisions | 4.757 | 9.691 |
| Minority interests | 142 | 91 |
| Current non-interest bearing borrowings | 4.453 | 20.303 |
| Other short-term liabilities | 11.049 | 9.804 |
| 80.292 | 122.001 | |
| Net assets | 67.408 | 26.163 |
| Profit / (Loss) after tax | 36.024 | 5.085 |
There are no contingencies relating to the Group's interest in the joint venture. The average number of employees in the joint venture in 2005 was 809 (2004: 877).
There are no events after 31 December 2005 considered to be material to the financial position of both the Group and the Company.
| 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
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