Quarterly Report • Sep 23, 2015
Quarterly Report
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Titan Cement Company S.A. and its Subsidiaries Interim Condensed Financial Reporting for the period ended 30 September 2009
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
| a) | Interim Condensed Financial Statements | |
|---|---|---|
| a.1 | Interim Statement of Financial Position | 1 |
| a.2 | Interim Income Statement for the Third Quarter | 2 |
| a.3 | Interim Statement of Comprehensive Income for the Third Quarter | 3 |
| a.4 | Interim Income Statement for the Nine Months | 4 |
| a.5 | Interim Statement of Comprehensive Income for the Nine Months | 5 |
| a.6 | Interim Statement of Changes in Equity | 6 |
| a.7 | Interim Cash Flow Statement | 7 |
| b) | Notes & disclosure of accounting policies | 8 |
The Interim Condensed Financial Statements presented through pages 1 to 22 both for the Group and the Parent Company, have been approved by the Board of Directors on 25th of November 2009.
Chairman of the Board of Directors
ANDREAS L. CANELLOPOULOS ID No AB500997
Managing Director
ID No Ξ163588 DIMITRIOS TH. PAPALEXOPOULOS
Chief Financial Officer Chief Accountant Financial Consolidation Senior Manager
CHARALAMPOS G. MAZARAKIS ID No ΑΕ096808
EMM. CH. MAVRODIMITRAKIS ATHANASIOS S. DANAS ID No Ν237613
ID No ΑΒ006812
Pages
| (all amounts in Euro thousands) | Group | Company | |||
|---|---|---|---|---|---|
| ASSETS | Notes | 30/09/2009 | 31/12/2008 | 30/09/2009 | 31/12/2008 |
| Property, plant & equipment | 9 | 1.890.718 | 1.896.579 | 264.934 | 270.592 |
| Investment properties | - | - | 6.796 | 6.796 | |
| Intangible assets and goodwill | 531.935 | 545.088 | 496 | - | |
| Investments in subsidiaries | 5 | - | - | 1.267.016 | 1.262.303 |
| Investments in associates | 5 | 11.246 | 10.178 | - | - |
| Available-for-sale financial assets | 2.463 | 2.418 | 107 | 107 | |
| Derivative financial instruments | 14 | 1.091 | - | - | - |
| Other non current assets | 22.118 | 39.297 | 3.487 | 3.551 | |
| Deferred income tax asset | 1.884 | 2.622 | - | - | |
| Non-current assets | 2.461.455 | 2.496.182 | 1.542.836 | 1.543.349 | |
| Inventories | 234.726 | 284.852 | 69.640 | 99.994 | |
| Trade receivables | 179.782 | 212.511 | 79.465 | 85.999 | |
| Other receivables and prepayments | 86.851 | 103.438 | 9.665 | 10.622 | |
| Derivative financial instruments | 1.203 | 2.524 | 26 | - | |
| Available-for-sale financial assets | 62 | 62 | 61 | 61 | |
| Cash and cash equivalents | 42.906 | 94.521 | 4.264 | 31.263 | |
| Current assets | 545.530 | 697.908 | 163.121 | 227.939 | |
| TOTAL ASSETS | 3.006.985 | 3.194.090 | 1.705.957 | 1.771.288 | |
| EQUITY AND LIABILITIES | |||||
| Share Capital ( 84,546,774 shares of € 4.00) | 338.187 | 338.187 | 338.187 | 338.187 | |
| Share premium | 22.826 | 22.826 | 22.826 | 22.826 | |
| Share options | 12.613 | 10.713 | 12.613 | 10.713 | |
| Treasury shares | -91.797 | -92.299 | -91.797 | -92.299 | |
| Other Reserves | 380.046 | 433.747 | 462.987 | 462.987 | |
| Retained earnings | 750.581 | 682.882 | 58.268 | 53.110 | |
| Equity attributable to equity holders of the parent | 1.412.456 | 1.396.056 | 803.084 | 795.524 | |
| Non-controlling interests | 30.837 | 38.078 | - | - | |
| Total equity (a) | 1.443.293 | 1.434.134 | 803.084 | 795.524 | |
| Long-term borrowings | 14 | 813.873 | 945.193 | 646.362 | 759.000 |
| Deferred income tax liability | 180.754 | 204.433 | 23.650 | 21.625 | |
| Retirement benefit obligations | 40.399 | 41.157 | 24.027 | 23.702 | |
| Provisions | 22.288 | 23.235 | 2.418 | 2.182 | |
| Other non-current liabilities | 16.632 | 14.093 | 6.180 | 6.406 | |
| Non-current liabilities | 1.073.946 | 1.228.111 | 702.637 | 812.915 | |
| Short-term borrowings | 14 | 257.757 | 263.145 | 145.698 | 87.580 |
| Trade payables | 213.344 | 254.439 | 54.197 | 74.916 | |
| Dividend payables | 388 | 410 | 341 | 353 | |
| Derivative financial instruments | - | - | - | - | |
| Income tax payable | 15.492 | 10.708 | - | - | |
| Provisions | 2.765 | 3.143 | - | - | |
| Current liabilities | 489.746 | 531.845 | 200.236 | 162.849 | |
| Total liabilities (b) | 1.563.692 | 1.759.956 | 902.873 | 975.764 | |
| TOTAL EQUITY AND LIABILITIES (a+b) | 3.006.985 | 3.194.090 | 1.705.957 | 1.771.288 | |
| (all amounts in Euro thousands) | Group | Company | ||||
|---|---|---|---|---|---|---|
| 1/7-30/9/2009 | 1/7-30/9/2008 | 1/7-30/9/2009 | 1/7-30/9/2008 | |||
| Turnover | 362.562 | 418.492 | 120.319 | 146.547 | ||
| Cost of sales | -232.556 | -281.730 | -74.913 | -97.089 | ||
| Gross profit before depreciation | 130.006 | 136.762 | 45.406 | 49.458 | ||
| Other income | 3.435 | 3.412 | 2.104 | 2.844 | ||
| Share in profit of associates | 428 | 1.236 | - | - | ||
| Administrative expenses | -25.806 | -29.627 | -9.878 | -10.990 | ||
| Selling and marketing expenses | -5.496 | -6.314 | -548 | -923 | ||
| Other expenses | -5.745 | -6.564 | -2.134 | -2.209 | ||
| Profit before interest, taxes, depreciation and amortization | 96.822 | 98.905 | 34.950 | 38.180 | ||
| Depreciation and amortization related to cost of sales Depreciation and amortization related to administrative and |
-26.119 | -24.179 | -2.609 | -2.512 | ||
| selling expenses | -1.442 | -2.166 | -269 | -277 | ||
| Profit before interest and taxes | 69.261 | 72.560 | 32.072 | 35.391 | ||
| Income from participations and investments | - | 5 | - | - | ||
| Finance income | 473 | 2.139 | 335 | 2 | ||
| Finance expense | -13.981 | -16.176 | -5.852 | -7.734 | ||
| (Losses)/gains from financial instruments | -661 | -523 | -421 | 226 | ||
| Exchange difference (losses)/gains | -3.725 | -980 | -442 | -2.387 | ||
| Profit before taxes | 51.367 | 57.025 | 25.692 | 25.498 | ||
| Current income tax | -11.864 | -7.098 | -5.835 | -6.324 | ||
| Deferred income tax | 4.216 | -1.056 | -599 | -208 | ||
| Profit for the period | 43.719 | 48.871 | 19.258 | 18.966 | ||
| Profit attributable to: | ||||||
| Equity holders of the parent | 44.269 | 47.256 | 19.258 | 18.966 | ||
| Non-controlling interests | -550 | 1.615 | - | - | ||
| 43.719 | 48.871 | 19.258 | 18.966 | |||
| Earnings per share - basic (in €) | 0,5440 | 0,5783 | 0,2367 | 0,2329 | ||
| Earnings per share - diluted (in €) | 0,5420 | 0,5756 | 0,2357 | 0,2318 |
| (all amounts in Euro thousands) Profit for the period Other comprehensive income/(expenses): Exchange differences on translating foreign operations Cash flow hedges Income tax on cash flow hedges Total comprehensive income for the period Total comprehensive income attributable to: |
Group | Company | ||||
|---|---|---|---|---|---|---|
| 1/7-30/9/2009 | 1/7-30/9/2008 | 1/7-30/9/2009 | 1/7-30/9/2008 | |||
| 43.719 | 48.871 | 19.258 | 18.966 | |||
| -30.516 | 61.939 | - | - | |||
| -1.189 | - | - | - | |||
| 464 | - | - | - | |||
| Other comprehensive (expenses)/income for the period, net of tax | -31.241 | 61.939 | - | - | ||
| 12.478 | 110.810 | 19.258 | 18.966 | |||
| Equity holders of the parent | 13.814 | 108.107 | 19.258 | 18.966 | ||
| Non-controlling interests | -1.336 | 2.703 | - | - | ||
| 12.478 | 110.810 | 19.258 | 18.966 |
| (all amounts in Euro thousands) | Group | Company | |||
|---|---|---|---|---|---|
| 1/1-30/9/2009 | 1/1-30/9/2008 | 1/1-30/9/2009 | 1/1-30/9/2008 | ||
| Turnover | 1.046.242 | 1.183.547 | 339.586 | 418.162 | |
| Cost of sales | -690.133 | -786.436 | -223.869 | -267.843 | |
| Gross profit before depreciation | 356.109 | 397.111 | 115.717 | 150.319 | |
| Other income | 14.425 | 14.370 | 9.129 | 7.530 | |
| Share in profit of associates | 1.034 | 2.818 | - | - | |
| Administrative expenses | -78.450 | -87.662 | -28.602 | -33.198 | |
| Selling and marketing expenses | -16.532 | -18.804 | -1.500 | -3.070 | |
| Other expenses | -18.671 | -16.875 | -6.246 | -5.459 | |
| Profit before interest, taxes, depreciation and amortization | 257.915 | 290.958 | 88.498 | 116.122 | |
| Depreciation and amortization related to cost of sales Depreciation and amortization related to administrative and |
-80.455 | -72.468 | -7.815 | -7.344 | |
| selling expenses | -4.631 | -5.607 | -817 | -840 | |
| Profit before interest and taxes | 172.829 | 212.883 | 79.866 | 107.938 | |
| Income from participations and investments | - | 240 | 5.119 | 7.456 | |
| Finance income | 7.909 | 6.228 | 2.008 | 295 | |
| Finance expense | -42.852 | -41.085 | -26.104 | -14.609 | |
| (Losses)/gains from financial instruments | -3.893 | -250 | -2.601 | 109 | |
| Exchange difference (losses)/gains | -5.798 | 1.411 | -29 | -2.138 | |
| Profit before taxes | 128.195 | 179.427 | 58.259 | 99.051 | |
| Current income tax | -41.299 | -1.830 | -15.336 | -12.448 | |
| Deferred income tax | 16.226 | -10.347 | -2.025 | -2.677 | |
| Profit for the period | 103.122 | 167.250 | 40.898 | 83.926 | |
| Profit attributable to: | |||||
| Equity holders of the parent | 103.686 | 163.246 | 40.898 | 83.926 | |
| Non-controlling interests | -564 | 4.004 | - | - | |
| 103.122 | 167.250 | 40.898 | 83.926 | ||
| Earnings per share - basic (in €) | 1,2744 | 1,9795 | 0,5027 | 1,0177 | |
| Earnings per share - diluted (in €) | 1,2695 | 1,9702 | 0,5007 | 1,0129 |
| (all amounts in Euro thousands) Profit for the period Other comprehensive income/(expenses): Exchange differences on translating foreign operations Cash flow hedges Income tax on cash flow hedges Asset revaluation surplus Income tax on asset revaluation surplus Other comprehensive (expenses)/income for the period, net of tax Total comprehensive income for the period Total comprehensive income attributable to: Equity holders of the parent |
Group | Company | |||
|---|---|---|---|---|---|
| 1/1-30/9/2009 | 1/1-30/9/2008 | 1/1-30/9/2009 | 1/1-30/9/2008 | ||
| 103.122 | 167.250 | 40.898 | 83.926 | ||
| -56.301 | 42.539 | - | - | ||
| -1.189 | - | - | - | ||
| 464 | - | - | - | ||
| - | 128.905 | - | - | ||
| - | -15.638 | - | - | ||
| -57.026 | 155.806 | - | - | ||
| 46.096 | 323.056 | 40.898 | 83.926 | ||
| 49.738 | 314.478 | 40.898 | 83.926 | ||
| Non-controlling interests | -3.642 | 8.578 | - | - | |
| 46.096 | 323.056 | 40.898 | 83.926 |
Group
| (all amounts in Euro thousands) | Ordinary | Preferred | Non | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares |
Share premium |
Preferred shares |
Share options |
treasury shares |
treasury shares |
Other reserves | Retained earnings |
Total | controlling interests |
Total equity | |
| Balance at 1 January 2008 | 153.927 | 22.826 | 15.138 | 7.016 | -35.936 | -9 | 396.997 | 612.868 | 1.172.827 | 22.112 | 1.194.939 |
| Profit for the period | - | - | - | - | - | - | - | 163.246 | 163.246 | 4.004 | 167.250 |
| Other comprehensive income | - | - | - | - | - | - | 153.234 | -2.002 | 151.232 | 4.574 | 155.806 |
| Total comprehensive income for the period | - | - | - | - | - | - | 153.234 | 161.244 | 314.478 | 8.578 | 323.056 |
| Treasury shares purchased | - | - | - | - | -55.503 | -108 | - | - | -55.611 | - | -55.611 |
| Dividends paid to ordinary and preferred shares | - | - | - | - | - | - | - | -63.399 | -63.399 | -1.911 | -65.310 |
| Capitalisation of reserves | 153.927 | - | 15.138 | - | - | - | -166.220 | -2.845 | - | - | - |
| Non-controlling interest due to share capital increase on Group's | |||||||||||
| subsidiary | - | - | - | - | - | - | - | - | - | 3.030 | 3.030 |
| Share options | - | - | - | 3.121 | - | - | - | - | 3.121 | - | 3.121 |
| Non-controlling interest due to acquisitions of subsidiaries | - | - | - | - | - | - | - | - | - | 2.670 | 2.670 |
| Transfer between reserves | - | - | - | - | - | - | 1.340 | -1.340 | - | - | - |
| Balance at 30 September 2008 | 307.854 | 22.826 | 30.276 | 10.137 | -91.439 | -117 | 385.351 | 706.528 | 1.371.416 | 34.479 | 1.405.895 |
| Balance at 1 January 2009 | 307.911 | 22.826 | 30.276 | 10.713 | -92.182 | -117 | 433.747 | 682.882 | 1.396.056 | 38.078 | 1.434.134 |
| Profit for the period | - | - | - | - | - | - | 103.686 | 103.686 | -564 | 103.122 | |
| Other comprehensive income | - | - | - | - | - | - | -52.323 | -1.625 | -53.948 | -3.078 | -57.026 |
| Total comprehensive income for the period | - | - | - | - | - | - | -52.323 | 102.061 | 49.738 | -3.642 | 46.096 |
| Dividends paid to ordinary and preferred shares | - | - | - | - | - | - | - | -35.510 | -35.510 | -1.595 | -37.105 |
| Treasury shares sold | - | - | - | - | 502 | - | - | -230 | 272 | - | 272 |
| Share options | - | - | - | 1.900 | - | - | - | - | 1.900 | - | 1.900 |
| Non-controlling interest due to acquisitions of subsidiaries | - | - | - | - | - | - | - | - | - | -2.004 | -2.004 |
| Transfer between reserves | - | - | - | - | - | - | -1.378 | 1.378 | - | - | - |
| Balance at 30 September 2009 | 307.911 | 22.826 | 30.276 | 12.613 | -91.680 | -117 | 380.046 | 750.581 | 1.412.456 | 30.837 | 1.443.293 |
Attributable to equity holders of the parent
Company
| (all amounts in Euro thousands) | Ordinary shares |
Share premium |
Preferred shares |
Share options |
Ordinary treasury shares |
Preferred treasury shares |
Other reserves | Retained earnings |
Total equity |
|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2008 | 153.927 | 22.826 | 15.138 | 7.016 | -35.936 | -9 | 558.753 | 83.844 | 805.559 |
| Profit for the period | - | - | - | - | - | - | - | 83.926 | 83.926 |
| Total comprehensive income for the period | - | - | - | - | - | - | - | 83.926 | 83.926 |
| Treasury shares purchased | - | - | - | - | -55.503 | -108 | - | - | -55.611 |
| Dividends paid to ordinary and preferred shares | - | - | - | - | - | - | - | -63.399 | -63.399 |
| Share options | - | - | - | 3.121 | - | - | - | - | 3.121 |
| Capitalisation of reserves | 153.927 | - | 15.138 | - | - | - | -166.220 | -2.845 | - |
| Balance at 30 September 2008 | 307.854 | 22.826 | 30.276 | 10.137 | -91.439 | -117 | 392.533 | 101.526 | 773.596 |
| Balance at 1 January 2009 | 307.911 | 22.826 | 30.276 | 10.713 | -92.182 | -117 | 462.987 | 53.110 | 795.524 |
| Profit for the period | - | - | - | - | - | - | - | 40.898 | 40.898 |
| Total comprehensive income for the period | - | - | - | - | - | - | - | 40.898 | 40.898 |
| Dividends paid to ordinary and preferred shares | - | - | - | - | - | - | - | -35.510 | -35.510 |
| Treasury shares sold / (purchased) | - | - | - | - | 502 | - | - | -230 | 272 |
| Share options | - | - | - | 1.900 | - | - | - | - | 1.900 |
| Balance at 30 September 2009 | 307.911 | 22.826 | 30.276 | 12.613 | -91.680 | -117 | 462.987 | 58.268 | 803.084 |
Titan Cement Company S.A. Interim Condensed Financial Statements
| (all amounts in Euro thousands) | Group | Company | ||
|---|---|---|---|---|
| 1/1-30/9/2009 | 1/1-30/9/2008 | 1/1-30/9/2009 | 1/1-30/9/2008 | |
| Cash flows from operating activities | ||||
| Profits before taxes | 128.195 | 179.427 | 58.259 | 99.051 |
| Adjustments to reconcile profit to net cash flows: | ||||
| Depreciation/amortization | 85.086 | 78.075 | 8.632 | 8.184 |
| Provisions | 8.184 | 3.190 | 2.863 | -1.303 |
| Exchange differences | 5.798 | -1.411 | 29 | 2.138 |
| Income from participations & investments | - | -240 | -5.119 | -7.456 |
| Interest expense | 35.078 | 35.071 | 24.231 | 14.341 |
| Other non cash flow items | 5.644 | 2.623 | 2.934 | 1.780 |
| Adjusted profit before changes in working capital | 267.985 | 296.735 | 91.829 | 116.735 |
| Decrease/(increase) in inventories | 42.851 | -19.844 | 30.381 | 653 |
| Decrease/(increase) in trade and other receivables | 8.698 | -39.346 | 8.166 | -20.202 |
| Decrease/(increase) in operating long-term receivables | 18.146 | -15.083 | 64 | -165 |
| (Decrease)/increase in trade payables (excluding banks) | -41.431 | 20.227 | -24.590 | 9.126 |
| Cash generated from operations | 296.249 | 242.689 | 105.850 | 106.147 |
| Income taxes received/(paid) | -4.845 | -31.815 | -14.020 | -23.538 |
| Net cash flows from operating activities | 291.404 | 210.874 | 91.830 | 82.609 |
| Cash flows from investing activities | ||||
| Acquisition of subsidiaries, net of cash acquired (note 18) | -4.308 | -383.072 | -3.986 | -429.500 |
| Proceeds from non-controlling interests' increase in subsidiaries | - | 3.030 | - | - |
| Property, plant & equipment | -140.630 | -138.224 | -4.284 | -13.746 |
| Intangibles | -10.229 | -914 | -496 | - |
| Proceeds from the sale of property, plant and equipment | 3.341 | 2.082 | 868 | 683 |
| Proceeds from dividends | - | 240 | 4.470 | 10.105 |
| Proceeds from sale of available-for-sale financial assets | - | 945 | - | - |
| Purchase of available-for-sale financial assets | -163 | -1.380 | -3 | -117 |
| Interest received | 7.771 | 6.015 | 1.870 | 151 |
| Net cash flows used in investing activities | -144.218 | -511.278 | -1.561 | -432.424 |
| Net cash flows after investing activities | 147.186 | -300.404 | 90.269 | -349.815 |
| Cash flows from financing activities | ||||
| Interest paid | -44.730 | -40.107 | -24.593 | -13.222 |
| Purchase of treasury shares | 272 | -55.321 | 272 | -55.321 |
| Proceeds from government grants | 260 | - | - | - |
| Dividends paid | -37.127 | -65.501 | -35.522 | -63.343 |
| Proceeds from borrowings | 725.711 | 735.072 | 210.919 | 590.052 |
| Repayments of borrowings | -840.690 | -310.578 | -268.344 | -108.352 |
| Net cash flows (used in)/from financing activities | -196.304 | 263.565 | -117.268 | 349.814 |
| Net (decrease)/increase in cash and cash equivalents | -49.118 | -36.839 | -26.999 | -1 |
| Cash and cash equivalents at beginning of the period | 94.521 | 167.478 | 31.263 | 13 |
| Effects of exchange rate changes | -2.497 | 992 | - | - |
| Cash and cash equivalents at end of the period | 42.906 | 131.631 | 4.264 | 12 |
Titan Cement Company S.A. Notes to the Interim Condensed Financial Statements
| Contents of the notes to the condensed interim financial statements | Page |
|---|---|
| 1. General information | 9 |
| 2. Basis of preparation and summary of significant accounting policies | 9 |
| 3. Segment information | 11 |
| 4. Cash and cash equivalents | 11 |
| 5. Principal subsidiaries, associates and joint ventures | 12 |
| 6. Fiscal years unaudited by the tax authorities | 14 |
| 7. Pledge of assets | 15 |
| 8. Number of employees | 15 |
| 9. Capital expenditure and disposals | 15 |
| 10. Earnings per share | 15 |
| 11. Treasury shares purchased | 15 |
| 12. Provisions | 15 |
| 13. Related party transactions | 15 |
| 14. Borrowings | 16 |
| 15. Significant movements in consolidated balance sheet and profit and loss items | 17 |
| 16. Share based payment | 18 |
| 17. Commitments and contingencies | 19 |
| 18. Acquisitions of subsidiaries | 20 |
| 19. Events after the balance sheet date | 22 |
| 20. Reclassifications | 22 |
| 21. Principal exchange rates | 22 |
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, fly ash and porcelain ware. The Group operates primarily in Greece, the Balkans, Egypt and the United States of America.
The Company is a limited liability company with registration number S.A. 6013/06/B/86/90 incorporated and domiciled in Greece and is listed on the Athens Stock Exchange.
These interim condensed financial statements of the Group and the Company, hereafter the financial statements, have been approved for issue by the Board of Directors on November 25, 2009.
These interim condensed financial statements for the period ending 30 September 2009, hereafter the financial statements, have been prepared by management in accordance with IAS 34 Interim Financial Reporting.
The interim condensed financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group"s annual financial statements as at 31 December 2008.
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group"s annual financial statements for the year ended 31 December 2008, except for the adoption of the important amendments or/and interpretations, mentioned below, for the annual periods beginning on or after 1 January 2009.
• IFRS 2, "Share-based Payments" (amended), effective for annual accounting periods beginning on or after 1 January 2009. The amendment clarifies two issues. The definition of "vesting condition", introducing the term "nonvesting condition" for conditions other than service conditions and performance conditions. It also clarifies that the same accounting treatment applies to awards that are effectively cancelled by either the entity or the counterparty. This amendment did not have any impact on the Group"s financial statements.
• IFRS 8, "Operating Segments", effective for annual accounting periods beginning on or after 1 January 2009. IFRS 8 replaces IAS 14 "Segment reporting". IFRS 8 adopts a management approach to segment reporting. The information reported would be that which management uses internally for evaluating the performance of operating segments and allocating resources to those segments. This information may be different from that reported in the balance sheet and income statement and entities will need to provide explanations and reconciliations of the differences. The Group has made the necessary changes to the presentation of its financial statements (see note 3).
• IAS 1, "Presentation of Financial Statements" (Revised), effective for annual periods beginning on or after 1 January 2009. IAS 1 has been revised to enhance the usefulness of information presented in the financial statements. Of the main revisions are the requirement that the statement of changes in equity includes only transactions with shareholders; the introduction of a new statement of comprehensive income that combines all items of income and expense recognised in profit or loss together with "other comprehensive income"; and the requirement to present restatements of financial statements or retrospective application of a new accounting policy as at the beginning of the earliest comparative period, i.e. a third column on the balance sheet. The Group made the necessary changes to the presentation of its financial statements in 2009 and has elected to present two statements.
• IAS 23, "Borrowing Costs" (Revised), effective for annual periods beginning on or after 1 January 2009. The benchmark treatment in the existing standard of expensing all borrowing costs to the income statement is eliminated in the case of qualifying assets. All borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset must be capitalised. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale.
The Group applied the permitted alternative method of IAS 23 (before the amendment) and allocates borrowing costs to the qualifying assets that satisfy the prerequisites. As a result, the adoption of the amendment did not have any impact in the financial statements of the Group.
The amendments to the following standards below did not have any impact on the accounting policies, financial position or performance of the Group:
• In May 2008 the IASB issued its first omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. The effective dates of the improvements are various and the earliest is for the financial year beginning 1 January 2009. These have not yet been endorsed by the EU.
In addition to those standards and interpretations that have been disclosed in the (Group) financial statements for the year ended 31 December 2008, the following new standards, amendments to standards and interpretations have been issued but are not effective for the financial year beginning 1 January 2009 and have not been early adopted:
• IFRS 2, "Share-based Payments" (Amended), effective for annual periods beginning on or after 1 January 2010. This amendment clarifies the accounting for group cash-settled share-based payment transactions and withdraws IFRIC 8 and IFRIC 11. More specifically, it clarifies how an individual subsidiary in a group should account for share-based payment arrangements in its own financial statements. In these arrangements, the subsidiary receives goods or services from employees or suppliers but its parent or another entity in the group must pay those suppliers.
The amendments make clear that an entity that receives goods or services in a share-based payment arrangement must account for those goods or services no matter which entity in the group settles the transaction, and no matter whether the transaction is settled in shares or cash. Also, it clarifies that in IFRS 2 a 'Group' has the same meaning as in IAS 27 Consolidated and Separate Financial Statements, that is, it includes only a parent and its subsidiaries. This amendment must be applied retrospectively. The amendment has not yet been endorsed by the EU. The Group has concluded that the amendment will have no impact on the financial position or performance of the Group.
• In April 2009 the IASB issued its second omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. The effective dates of the improvements are various and the earliest is for the financial year beginning 1 July 2009. This annual improvements project has not yet been endorsed by the EU.
For management purposes, the Group is structured in four geographic regions: Greece and Western Europe, North America, South East Europe and Eastern Mediterranean. Each region is a cluster of countries. The aggregation of countries is based on proximity of operations and to an extent in similarity of economic and political conditions.
Each region has a regional Chief Executive Officer (CEO) who reports to the Group's CEO. In addition, the Finance Department is organized also by geographic region for effective financial controlling and performance monitoring.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on Earnings before Interest, Taxes, Depreciations & Amortization (EBITDA). The Group financing (including finance costs and finance revenue) is managed on a group basis and is allocated to operating segments.
| (all amounts in Euro thousands) | Greece and Western Europe |
North America | South Eastern Europe |
Eastern Mediter ranean |
Adjustments and eliminations |
Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period from 1/1-30/9 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 |
| Gross revenue | 418.883 | 524.802 | 291.207 | 366.668 | 168.680 | 218.712 | 206.175 | 110.228 | - | - | 1.084.945 | 1.220.410 |
| Inter-segment revenue | -38.551 | -36.711 | -152 | -152 | - | - | - | - | - | - | -38.703 | -36.863 |
| Revenue from third parties | 380.332 | 488.091 | 291.055 | 366.516 | 168.680 | 218.712 | 206.175 | 110.228 | - | - | 1.046.242 | 1.183.547 |
| Gross profit before depreciation & amortization Earnings before interest, taxes, and depreciation & amortization |
137.320 98.443 |
186.776 136.338 |
66.155 28.185 |
77.978 35.150 |
73.675 60.998 |
90.999 84.297 |
79.164 72.483 |
44.660 37.628 |
-205 -2.194 |
-3.302 -2.455 |
356.109 257.915 |
397.111 290.958 |
| Earnings/(losses) before interest and taxes |
86.681 | 123.319 | -20.040 | -9.149 | 50.132 | 73.085 | 58.098 | 27.932 | -2.042 | -2.304 | 172.829 | 212.883 |
| Earnings/(losses) before taxes | 61.275 | 105.540 | -38.516 | -29.297 | 50.477 | 72.870 | 54.952 | 30.404 | 7 | -90 | 128.195 | 179.427 |
| (all amounts in Euro thousands) | Greece and Western Europe |
North America | South Eastern Europe |
Eastern Mediter ranean |
Adjustments and eliminations |
Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 30/9/09 | 31/12/08 | 30/9/09 | 31/12/08 | 30/9/09 | 31/12/08 | 30/9/09 | 31/12/08 | 30/9/09 | 31/12/08 | 30/9/09 | 31/12/08 | |
| Total assets | 2.669.730 | 2.626.144 | 1.023.306 | 1.162.763 | 646.753 | 601.882 | 994.350 | 928.791 | -2.327.154 | -2.125.490 | 3.006.985 | 3.194.090 |
| Total liabilities | 1.820.457 | 1.783.871 | 444.995 | 529.351 | 135.373 | 123.844 | 266.447 | 225.079 | -1.103.580 | -902.189 | 1.563.692 | 1.759.956 |
| (all amounts in Euro thousands) | Group | Company | |||
|---|---|---|---|---|---|
| 30/9/09 | 31/12/08 | 30/9/09 | 31/12/08 | ||
| Cash at bank and in hand | 381 | 302 | 4 | 5 | |
| Short-term bank deposits | 42.525 | 94.219 | 4.260 | 31.258 | |
| 42.906 | 94.521 | 4.264 | 31.263 |
Short-term bank deposits comprise primarily of time deposits. 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.
| 30/9/2009 | 31/12/2008 | |||||
|---|---|---|---|---|---|---|
| Country of | % of investment (1) | % of investment (1) | ||||
| Subsidiary, associate and joint venture name | incorporation | Nature of business | Direct | Indirect | Direct Indirect |
|
| Full consolidation method | ||||||
| Τitan Cement Company S.A | Greece | Cement Producer | Parent company | Parent company | ||
| Achaiki Maritime Company | Greece | Shipping | 100,000 | - | 100,000 | - |
| Aeolian Maritime Company | Greece | Shipping | 100,000 | - | 100,000 | - |
| Albacem S.A. | Greece | Import & Distribution of Cement | 99,996 | 0,004 | 99,996 | 0,004 |
| Arktias S.A. (2) | Greece | Quarries & Aggregates | - | 100,000 | - | - |
| AVES AFOI Polikandrioti S.A. | Greece | Ready Mix | - | 100,000 | - | 100,000 |
| Dodekanesos Quarries S.A. | Greece | Quarries & Aggregates | - | 100,000 | - | 100,000 |
| Domiki Beton S.A. | Greece | Ready Mix & Aggregates | - | 100,000 | - | 100,000 |
| Zofori Building Materials S.A. (3) | Greece | Quarries & Aggregates | - | 100,000 | - | - |
| Ecobeton S.A. | Greece | Ready Mix & Aggregates | - | 100,000 | - | 100,000 |
| Interbeton Construction Materials S.A. | Greece | Ready Mix & Aggregates | 99,679 | 0,321 | 99,679 | 0,321 |
| Intercement S.A. | Greece | Import & Distribution of Cement | 99,950 | 0,050 | 99,950 | 0,050 |
| Intertitan Trading International S.A. | Greece | Trading Company | 99,995 | 0,005 | 99,995 | 0,005 |
| Ionia S.A. | Greece | Porcelain | 100,000 | - | 100,000 | - |
| Lakmos S.A. | Greece | Trading Company | 99,950 | 0,050 | 99,950 | 0,050 |
| Lateem S.A. (8) | Greece | Quarries & Aggregates | - | - | - | 100,000 |
| Leecem S.A. | Greece | Trading Company | 3,172 | 96,828 | 3,172 | 96,828 |
| Naftitan S.A. | Greece | Shipping | 99,900 | 0,100 | 99,900 | 0,100 |
| Polikos Maritime Company | Greece | Shipping | 100,000 | - | 100,000 | - |
| Porfirion S.A. | Greece | Production and Trade of Electricity | - | 100,000 | - | 100,000 |
| Gournon Quarries S.A. | Greece | Quarries & Aggregates | 54,930 | 45,070 | 54,930 | 45,070 |
| Quarries of Tagaradon Community S.A. | Greece | Quarries & Aggregates | - | 79,928 | - | 79,928 |
| Thisvis Quarries S.A. (8) | Greece | Quarries & Aggregates | - | - | - | 100,000 |
| Vahou Quarries S.A. | Greece | Quarries & Aggregates | - | 100,000 | - | 100,000 |
| Sigma Beton S.A. | Greece | Quarries & Aggregates | - | 100,000 | - | 100,000 |
| Titan Atlantic Cement Industrial and Commercial S.A. | Greece | Investment Holding Company | 43,947 | 56,053 | 43,947 | 56,053 |
| Titan Cement International Trading S.A. | Greece | Trading Company | 99,800 | 0,200 | 99,800 | 0,200 |
| Double W & Co OOD | Bulgaria | Port | - | 99,989 | - | 99,989 |
| Granitoid AD | Bulgaria | Trading Company | - | 99,668 | - | 99,668 |
| Gravel & Sand PIT AD | Bulgaria | Investment Holding Company | - | 99,989 | - | 99,989 |
| Zlatna Panega Beton EOOD | Bulgaria | Ready Mix | - | 99,989 | - | 99,989 |
| Zlatna Panega Cement AD | Bulgaria | Cement Producer | - | 99,989 | - | 99,989 |
| Trojan Cem EOOD (7) | Bulgaria | Trading Company | - | 94,835 | - | - |
| Fintitan SRL | Italy | Import & Distribution of Cement | 100,000 | - | 100,000 | - |
| Cementi Crotone S.R.L.(4) | Italy | Import & Distribution of Cement | - | 100,000 | - | - |
| Separation Technologies Canada Ltd | Canada | Converter of waste material into fly ash | - | 100,000 | - | 100,000 |
| Aemos Cement Ltd | Cyprus | Investment Holding Company | 100,000 | - | 100,000 | - |
| Alvacim Ltd | Cyprus | Investment Holding Company | - | 100,000 | - | 100,000 |
| Balkcem Ltd | Cyprus | Investment Holding Company | - | 100,000 | - | 100,000 |
| East Cement Trade Ltd | Cyprus | Investment Holding Company | - | 100,000 | - | 100,000 |
| Feronia Holding Ltd | Cyprus | Investment Holding Company | - | 100,000 | - | 100,000 |
| Iapetos Ltd | Cyprus | Investment Holding Company | 100,000 | - | 100,000 | - |
| KOCEM Limited | Cyprus | Investment Holding Company | - | 100,000 | - | 100,000 |
| Rea Cement Ltd | Cyprus | Investment Holding Company | - | 100,000 | - | 100,000 |
| Themis Holdings Ltd | Cyprus | Investment Holding Company | - | 51,006 | - | 51,006 |
| Titan Cement Cyprus Limited | Cyprus | Investment Holding Company | - | 100,000 | - | 100,000 |
| Tithys Ltd | Cyprus | Investment Holding Company | - | 100,000 | - | 100,000 |
| Alexandria Portland Cement Co. S.A.E | Egypt | Cement Producer | - | 97,721 | - | 97,717 |
| Beni Suef Cement Co.S.A.E. | Egypt | Cement Producer | - | 99,886 | - | 99,886 |
| Misrieen Titan Trade & Distribution | Egypt | Cement Silo Operations | - | 98,943 | - | 98,943 |
| Titan Beton & Aggregate Egypt LLC | Egypt | Ready Mix | - | 97,800 | - | 97,796 |
| Separation Technologies U.K. Ltd | U.K. | Converter of waste material into fly ash | - | 100,000 | - | 100,000 |
| Titan Cement U.K. Ltd | U.K. | Import & Distribution of Cement | 100,000 | - | 100,000 | - |
| Titan Global Finance PLC | U.K. | Financial Services | 100,000 | - | 100,000 | - |
| Alexandria Development Co.Ltd | U.K. (Ch. Islands) | Investment Holding Company | - | 100,000 | - | 100,000 |
| Titan Egyptian Inv. Ltd | U.K. (Ch. Islands) | Investment Holding Company | - | 100,000 | - | 100,000 |
| Central Concrete Supermix Inc. | U.S.A. | Ready Mix | - | 100,000 | - | 100,000 |
| Essex Cement Co. LLC | U.S.A. | Trading Company | - | 100,000 | - | 100,000 |
| Markfield America LLC | U.S.A. | Insurance Company | - | 100,000 | - | 100,000 |
| Mechanicsville Concrete INC. | U.S.A. | Ready Mix | - | 100,000 | - | 100,000 |
| Metro Redi-Mix LLC | U.S.A. | Ready Mix | - | 100,000 | - | 100,000 |
| Miami Valley Ready Mix of Florida LLC | U.S.A. | Ready Mix | - | 100,000 | - | 100,000 |
| 30/9/2009 | 31/12/2008 | |||||
|---|---|---|---|---|---|---|
| Country of | % of investment (1) | % of investment (1) | ||||
| Subsidiary, associate and joint venture name | incorporation | Nature of business | Direct | Indirect | Direct | Indirect |
| Full consolidation method | ||||||
| Pennsuco Cement Co. LLC | U.S.A. | Cement Producer | - | 100,000 | - | 100,000 |
| Roanoke Cement Co. LLC | U.S.A. | Cement Producer | - | 100,000 | - | 100,000 |
| S&W Ready Mix Concrete Co. Inc. | U.S.A. | Ready Mix | - | 100,000 | - | 100,000 |
| Separation Technologies LLC | U.S.A. | Converter of waste material into fly ash | - | 100,000 | - | 100,000 |
| Standard Concrete LLC | U.S.A. | Trading Company | - | 100,000 | - | 100,000 |
| Summit Ready-Mix LLC | U.S.A. | Ready Mix | - | 100,000 | - | 100,000 |
| Tarmac America LLC | U.S.A. | Cement Producer | - | 100,000 | - | 100,000 |
| Titan Virginia Ready Mix LLC | U.S.A. | Ready Mix | - | 100,000 | - | 100,000 |
| Τitan Αmerica LLC | U.S.A. | Investment Holding Company | - | 100,000 | - | 100,000 |
| Cementara Kosjeric AD | Serbia | Cement Producer | - | 100,000 | - | 96,347 |
| Stari Silo Copmany DOO | Serbia | Trading Company | - | 100,000 | - | 100,000 |
| TCK Montenegro DOO | Montenegro | Trading Company | - | 100,000 | - | 96,347 |
| Cement Plus LTD | F.Y.R.O.M | Trading Company | - | 61,643 | - | 61,328 |
| Rudmark DOOEL | F.Y.R.O.M | Trading Company | - | 94,835 | - | 94,351 |
| Usje Cementarnica AD | F.Y.R.O.M | Cement Producer | - | 94,835 | - | 94,351 |
| Vesa DOOL | F.Y.R.O.M | Trading Company | - | 100,000 | - | 100,000 |
| Alba Cemento Italia, SHPK | Albania | Trading Company | - | 39,000 | - | 39,000 |
| Antea Cement SHA | Albania | Cement Producer | - | 60,000 | - | 60,000 |
| Colombus Properties B.V. (5) | Holland | Investment Holding Company | 100,000 | - | 100,000 | - |
| Holtitan BV | Holland | Investment Holding Company | - | 100,000 | - | 96,347 |
| Salentijn Properties1 B.V. | Holland | Investment Holding Company | 100,000 | - | 100,000 | - |
| Titan Cement Netherlands BV | Holland | Investment Holding Company | - | 100,000 | - | 99,489 |
| Proportionate consolidation method | ||||||
| Balkan Cement Enterprises Ltd | Cyprus | Investment Holding Company | - | 51,006 | - | 51,006 |
| Adocim Cimento Beton Sanayi ve Ticaret A.S. | Turkey | Cement Producer | - | 50,000 | - | 50,000 |
| Equity consolidation method | ||||||
| Karieri AD | Bulgaria | Quarries & Aggregates | - | 48,711 | - | 48,711 |
| Karierni Materiali AD | Bulgaria | Quarries & Aggregates | - | 48,764 | - | 48,764 |
| Transbeton - Domiki S.A. | Greece | Ready Mix & Aggregates | - | 49,900 | - | 49,900 |
| Pozolani S.A. (6) | Greece | Quarries & Aggregates | - | 25,000 | - | - |
(1) Percentage of investment represents both percentage of shareholding and percentage of control.
(2) On 2.2.2009, Group's financial statements incorporated the established company ARKTIAS S.A, with the full consolidation method.
(3) On 26.5.2009 the Group acquired 100% of the shares of Zofori Building Materials S.A., which was included in the Group's financial statements with the full consolidation method.
(4) On 6.5.2009, Group's financial statements incorporated the established company Cementi Crotone S.R.L., with the full consolidation method.
(5) The company DNJEPR Investments II B.V. was renamed to Colombus Properties B.V., as of 6.1.2009.
(6) On 3.6.2009 the Group acquired 25% of the shares of Pozolani S.A., which was included in the Group's financial statements with the equity method.
(7) On 12.5.2009, Group's financial statements incorporated the established company Trojan CEM Dooel, with the full consolidation method.
(8) The companies Lateem S.A. and Thisvi Quarries S.A. were merged by Interferon Construction Materials S.A., as of 1.7.2009
| (2) Τitan Cement Company S.A | 2006-2008 | Salentijn Properties1 B.V. | 2007-2008 |
|---|---|---|---|
| Achaiki Maritime Company | 2000-2008 | Titan Cement Cyprus Limited | 2006-2008 |
| Aeolian Maritime Company | 2000-2008 | KOCEM Limited | 2007-2008 |
| Albacem S.A. | 2006-2008 | Fintitan SRL | (1) |
| Arktias S.A. | - | Cementi Crotone S.R.L. | - |
| AVES AFOI Polikandrioti S.A. | 2007-2008 | Colombus Properties B.V. | 2007-2008 |
| Domiki Beton S.A. | 2007-2008 | Holtitan BV | 2007-2008 |
| Zofori Building Materials S.A. | 2007-2008 | Titan Cement U.K. Ltd | (1) |
| Dodekanesos Quarries S.A. | 2007-2008 | Separation Technologies U.K. Ltd | (1) |
| Ecobeton S.A. | 2007-2008 | (4) Τitan Αmerica LLC | 2004-2008 |
| Interbeton Construction Materials S.A. | 2005-2008 | Separation Technologies Canada Ltd | 2005-2008 |
| Intercement S.A. | 2007-2008 | Stari Silo Copmany DOO | - |
| Intertitan Trading International S.A. | 2007-2008 | Cementara Kosjeric AD | 2004-2008 |
| Ionia S.A. | 2007-2008 | Adocim Cimento Beton Sanayi ve Ticaret A.S. | 2005-2008 |
| Lakmos S.A. | 2007-2008 | TCK Montenegro DOO | 2007-2008 |
| Lateem S.A. | 2007-2008 | Double W & Co OOD | 2007-2008 |
| Leecem S.A. | 2007-2008 | Granitoid AD | 2007-2008 |
| Naftitan S.A. | 2007-2008 | Gravel & Sand PIT AD | 2002-2008 |
| Porfirion S.A. | 2008 | Zlatna Panega Beton EOOD | 2002-2008 |
| Polikos Maritime Company | 2000-2008 | Zlatna Panega Cement AD | 2005-2008 |
| Vahou Quarries S.A. | 2008 | Cement Plus LTD | 2006-2008 |
| Quarries Gournon S.A. | 2007-2008 | Rudmark DOOEL | 2006-2008 |
| Quarries of Tagaradon Community S.A. | 2007-2008 | Usje Cementarnica AD | 2006-2008 |
| Sigma Beton S.A. | 2007-2008 | Titan Cement Netherlands BV | 2007-2008 |
| Titan Atlantic Cement Industrial and Commercial S.A. | 2007-2008 | Alba Cemento Italia, SHPK | 2009 |
| Titan Cement International Trading S.A. | 2007-2008 | Antea Cement SHA | 2008 |
| (3) Aemos Cement Ltd | 2003-2008 | Alexandria Development Co.Ltd | (1) |
| (3) Alvacim Ltd | 2006-2008 | Alexandria Portland Cement Co. S.A.E | 2005-2008 |
| (3) Balkcem Ltd | 2003-2008 | Balkan Cement Enterprises Ltd | 2003-2008 |
| Iapetos Ltd | 2003-2008 | Beni Suef Cement Co.S.A.E. | 2006-2008 |
| Rea Cement Ltd | 2003-2008 | East Cement Trade Ltd | 2003-2008 |
| Themis Holdings Ltd | 2004-2008 | Titan Beton & Aggregate Egypt LLC | 2008 |
| (3) Tithys Ltd | 2003-2008 | Titan Egyptian Inv. Ltd | (1) |
| Feronia Holding Ltd | 2006-2008 | Misrieen Titan Trade & Distribution | 2005-2008 |
| Vesa DOOL | 2007-2008 |
(1) Under special tax status.
(2) The fiscal years 2006-2007 have been audited and the issuance of the final audit report is expected.
(3) The fiscal year of 2007 has been audited and the issuance of the final audit report is expected.
(4) Titan America LLC subgroup includes the Subsidiaries of the Group in the U.S. which are listed in note 5.
Notes to the Interim Condensed Financial Statements
The assets of the Company have not been pledged. The assets of the Group have been pledged for the amount of € 54 m. The pledge concerns the Group's joint venture Adocim Cimento Beton Sanayi ve Ticaret A.S. in Turkey and is for the purpose of securing debt of € 30 m.
Number of employees at the end of the reporting period: Group 5,857 (30.9.2008 6,609), Parent Company 1,034 (30.9.2008 1,110).
Capital expenditure for the first nine months 2009, not including fixed assets acquired through a business combination and intangibles, amounted to: Group € 140.6 m (30.9.2008 € 138.2 m), Parent Company € 4.3 m (30.9.2008 € 13.7 m). Assets with a net book value of € 2,7 m have been disposed of by the Group during the nine months ended 30 September 2009 (30.9.2008: € 1.2 m), resulting in a net gain € 0,7 m (30.9.2008: gain € 0.9 m).
Earnings per share have been calculated on the total weighted average number of common and preferred shares, excluding the average number of treasury shares.
Pursuant to its Board of Directors resolution dated 24.6.2009, the Company proceeded with the sale through the Athens Stock Exchange of 14.000 treasury common shares between 25.6.2009 and 9.7.2009, representing 0.017% of the Company"s paid up Share Capital, at an average sale price equal to €19.43 per share. Τhe sale of these treasury shares was held within the three year statutory period commencing from the date they were acquired by the Company. The total number of its own shares that the Company holds as at 30.9.2009 is 3,179,616 of aggregate value € 91,797 thousand and they have been deducted from the Shareholders Equity of the Group and the Company. The above shares represent 3.76% of the Company's total share capital.
Other provisions' balance (short term and long term) as of 30.09.2009 amount to € 25.1 m. for the Group, and € 2.4 m. for the Company. There are no material provisions recorded for the unaudited by the tax authorities fiscal years, as well as for litigation issues both for the Group and the Company.
Intercompany transactions for the first six months of 2009 and intercompany balances as of 30 June 2009, according to I.A.S. 24 are as follows:
| Amounts in € thousands | Sales of goods & | Purchases of | ||
|---|---|---|---|---|
| services | goods & services | Receivables | Liabilities | |
| Achaiki Maritime Co. | 4 | 5.659 | - | 4.941 |
| Aeolian Maritime Company | 1 | 2.020 | - | 1.391 |
| Interbeton Construction Materials S.A. | 34.054 | 4.227 | 12.847 | - |
| Intertitan Trading International S.A. | 5.001 | - | - | - |
| Ionia S.A. | 696 | 360 | 1.554 | - |
| Ecobeton S.A. | 1.007 | - | 366 | - |
| Finititan S.r.l. | 8.707 | - | 3.744 | - |
| T.C.U.K. Ltd | 4.450 | - | 1.585 | - |
| Usje Cementarnica AD | 4.882 | - | 67 | - |
| Essex Cement Co. LLC | 9.280 | - | 1.702 | - |
| Antea Cement SHA | 21.373 | - | 9.434 | - |
| Alexandria Portland Cement Co. S.A.E | 3.332 | - | - | - |
| Titan Global Finance PLC | - | 18.359 | - | 634.466 |
| Other interrelated parties | 2.283 | 2.244 | 2.367 | 730 |
| Executives and members of the Board | - | 5.013 | 12 | 549 |
| 95.070 | 37.882 | 33.678 | 642.077 |
| Amounts in € thousands | Sales of goods & | Purchases of | ||
|---|---|---|---|---|
| services | goods & services | Receivables | Liabilities | |
| Other interrelated parties | - | 1.644 | - | 223 |
| Executives and members of the Board | - | 5.156 | 12 | 549 |
| - | 6.800 | 12 | 772 |
Titan Cement Company S.A. Notes to the Interim Condensed Financial Statements
On 30.7.2009 Group completed the offering of a 4-year tenure, €200 m nominal value notes, with an annual coupon of 6.90%, issued by its subsidiary Titan Global Finance Plc and guaranteed by Titan Cement Company S.A. The notes are listed on the regulated market of the Luxembourg Stock Exchange. The proceeds will be used primarily for the refinancing of existing debt and also for other general corporate purposes of Titan Group. This action constitutes part of the Group"s long term financial strategy to diversify its funding sources.
On 19.7.2009 the Group's subsidiary in US, Titan America LLC, extended a pro-rata offer of pre-payment at par for up to \$210.0 m of senior Notes issued by private placement to institutional investors in the US (the "Notes"). The offer was accepted by noteholders representing \$208.1 m of the Notes outstanding. Pre-payment and retirement of the related Notes occurred on 4.9.2009. As required by the Note agreements, the Company will continue to make the scheduled pre-payment offers to the holders of the remaining Notes.
In conjunction with, and as a result of, the prepayment of the Notes, the Titan America LLC entered into an agreement with Titan Global Finance Plc ("TGF"), a related company, to borrow €100.0 m. This loan bears interest at a rate of 7.07% per annum. Interest is due and payable semi-annually in January and July until the loan matures on 26.7.2013. Fees and original issue discount charged against the borrowing totalled €2.0 m.
Simultaneously with the execution of the €100.0 m borrowing from TGF, the Company entered into three forward foreign exchange contracts with third party financial institutions to hedge the foreign currency risk associated with the Euro denominated borrowing. Under the terms of those agreements, the Company has fixed the 26.7.2013 US Dollar to Euro exchange rate for €100.0 m at 1.46329 to 1.00.
Additionally, and also in conjunction with the prepayment of the Notes, on 4.9.2009, the Company borrowed \$65.0 m under its revolving credit agreement with Titan Global Finance Plc.
The following are significant movements between the periods presented in these consolidated financial statements:
The decrease in the Group's property, plant and equipment of € 5.9 m is mainly due to the increase in Group's investments amounting to € 142.1 m (made mainly in Egypt and Albania), deducting by the exchange difference losses of € 71.4 m, which resulted from the depreciation of the US dollar, Egyptian pound and Albanian lek against the Euro, the depreciation expense of € 73.1 m. for the period and finally the disposals of € 2.9 m.
The Group's intangible assets decreased by € 13.2 m because of the amortization for the period and the depreciation of the US dollar against the Euro.
-The decrease in the Group's other non current assets of € 17.2 m is due to the decrease of the prepayments for tangible assets of the Group's new plant in Albania that is currently under construction.
-The decrease in trade receivables of € 32.7 m is due to the decline in sales volume and the efficient management of the existing trade receivable balances.
-The decrease in other receivables and prepayments of € 16.6 m is mainly due to the income tax receivables collection from US tax authorities amounted to € 27.9 m, because of the losses before income tax of the Group's subsidiary in US, Titan America LLC and the increase in the receivables of the V.A.T. refund amounted to € 13.1 m. because of the Group's investements in Egypt and Albania.
-The total borrowings (long & short term) of the Group decreased by € 136.7 m because of the repayment of outstanding balances.
-The decrease in gross profit before depreciation and amortization by € 41.0 m is mainly due to the decrease of the sales volume in the markets that the Group operates with the exception of the Eastern Mediterranean market.
-The decrease in the Group's administrative, selling and marketing expenses by € 11.5 m is the result of the Group's cost cutting policy.
-The increase in depreciation and amortization by € 7.0 m is due to the additional depreciation amounted to € 2.8 m of the newly acquired Group's subsidiaries in addition with € 5.2 m negative exchange rate difference, which resulted from the depreciation of the US dollar and Egyptian pound against the Euro.
-The increase in finance income is mainly due to the recording of government interest rate subsidies on investments.
-The increase in finance expenses by € 1.8 m is due to the increase of the Group's borrowings for financing the business activities in Turkey, Egypt and US.
-The increase in the participations in subsidiaries by € 4.7 m is mainly due to the increase in the share capital of the subsidiaries Fintitan by € 1.0 m and Ionia by € 3.8 m
-The decrease in inventories by € 30.4 m is mainly due to the reduction in clinker and other semi-finished and finished products by € 10.0 m, and the decrease of raw materials, solid fuel and spare parts stock, total of € 16.2 m, in addition to the contribution of the porcelain stock of € 3.8 m to the Company"s subsidiary Ionia for the share capital increase.
Notes to the Interim Condensed Financial Statements
-The long-term borrowings decreased by € 112.6 m because of € 12.4 m increase in borrowings and € 125.0 m loan reclassification into short-term borrowings, as its payback period is now less than a year. It is worth mentioning that the Company has fully repaid a short-term loan of € 19.0 m to its subsidiary Alvacim LIM. and decreased its short-term bank loans by € 47.9 m.
-The gross profit before depreciation declined by € 34.6 m, or 23.0% as a consequence of the lower turnover by € 78.6 m. or by 18.8%, along with the lower cost of sales by € 44.0 m. or by 16.4%.
-The reduction in the turnover is primarily due to the lower cement-clinker sales volume by 713 thousand tons, or by 14.7%.
Moreover, the decline in the cost of sales is caused by the decrease of the total production costs by € 27.7 m and the lower distribution costs by € 14.1 m.
The above mentioned variations are due to the reduced production activity as a result of the lower sales volumes.
-The increase in finance income by € 1.6 m is due to the recording of refundable government interest rate subsidies.
-The increase in finance expenses by € 11.5 m is due to the increase in the Company"s borrowings for financing its business activities.
In 2009, in accordance to the three-year Stock Option Programme (2007 Programme), the Company granted 86,880 share options.
According to the provisions of that Programme, the options granted each year have a maturity period of three years and can be exercised after the completion of the three year maturity period. Each option must be exercised within twelve months from its respective vesting period. If the deadline is exceeded then those particular options will be irrevocably cancelled.
All granted options are conditional on the employee"s continued employment throughout the vesting period. The number of options to be granted each year will be determined as follows:
1) One-third of options granted vest based on the financial results of the Company, relative to the yield of the three year Greek Government Bonds.
2) One-third of options granted vest based on the Titan Cement"s ordinary share performance relative to SMI index during the three year period.
3) One-third of options granted vest based on the Titan Cement"s ordinary share performance relative to the average performance of the stock of twelve predefined international cement producing companies (Peer Index) during the three year period.
The options granted under the new Programme have been accounted for in terms of the requirements of IFRS 2 "Share based payments".
The fair value of the options granted in 2009 under the Programme of 2007, determined using the Black-Scholes valuation model, was €8.41 per option. The significant inputs used in the application of the valuation model were share price at the grant date of €20.60, the standard deviation of the share price of 36.71%, the dividend yield of 2.07% and the average annual yield of the three-year Greek Government Bonds of 3.649%.
Contingent liabilities
| Group | Company | |||
|---|---|---|---|---|
| 30/9/2009 | 31/12/2008 | 30/9/2009 | 31/12/2008 | |
| - | - | 842.547 | 903.442 | |
| 84.510 | 84.936 | 27.370 | 30.213 | |
| 19.788 | 19.421 | 5.682 | 5.720 | |
| 104.298 | 104.357 | 875.599 | 939.375 | |
In January 2009 the US South Florida Federal District Court issued a ruling which cancelled all mining and extraction permits in the Lake Belt area, with immediate effect. The same court had annulled the same permits in an earlier ruling in July 2007. Following the appeal of Tarmac America, a Titan America subsidiary and of other affected companies, the Circuit Court of Appeals in Atlanta, in May 2008 reversed that ruling and referred the case to the South Florida Federal District Court, instructing the court to judge anew the case in a more objective way.
Tarmac America is convinced that the new above ruling of the South Florida Federal District Court is once again flawed and has once again lodged an appeal. In the meanwhile the Company has been well-prepared to continue the operations and maintain production at the Pennsuco plant and, in the context of current depressed market conditions, to address its customers' needs.
Separately, on May 1, 2009 the US Army Corps of Engineers issued for public consultation its Supplementary Environmental Impact Report, which is required for the issue of new long term extraction permits in the Lake Belt area. Following the completion of the public consultation on June 23rd, a record of decision is expected, on the basis of which the issuance of new long-term permits in the area will be determined.
The time of issuance of the record of decision cannot be accurately predicted.. It is nonetheless expected that the decision may be published towards the end of this year or early 2010, though further delay cannot be ruled out.
There are no other litigation matters which may have a material impact on the financial position of the Company and the Group.
Given the reduced demand resulting from the underlying economic crisis, it is estimated that the allocation of carbon dioxide emissions allowances for the period 2008-2012 will not significantly affect the Group's production levels.
According to the draft legislation that the Greek Ministry of Economy and Finance brought for public debate on 3.11.2009, it is imposed social responsibility tax on Greek companies that had profit above € 5.0 m.for the fiscal year of 2008. The Company expects the finalization of the legislation in order to estimate the amount of the above mentioned tax for the Group and the Company.
The financial years, referred to in note 6, have not been audited by the tax authorities and therefore the tax obligations of the Company and its subsidiaries for those years have not yet been finalized.
Other than the items referred to in the preceding paragraph, it is not anticipated that any material contingent liabilities will arise.
| Contingent assets | Group | Company | ||
|---|---|---|---|---|
| (all amounts in Euro thousands) | 30/9/2009 | 31/12/2008 | 30/9/2009 | 31/12/2008 |
| Bank guarantee letters | 13.845 | 15.481 | 13.845 | 15.481 |
| Total | 13.845 | 15.481 | 13.845 | 15.481 |
On July 25, 2007 Antea Cement Sh.A., a Titan Group subsidiary in Albania, entered into a commitment to construct a new cement plant in Kruje, Albania. The total project cost is estimated at € 170 m. The amount of € 135 m has been invested as of 30.09.2009.
The Group's subsidiary in Egypt, Beni Suef, is constructing a second 1.5 million-ton production line which is expected to be completed by the end of 2009. The total project cost is estimated at € 160 m. The amount of € 121 m has been invested as of 30.09.2009.
Capital commitments contracted for at the balance sheet date but not recognized in the financial statements is as follows:
| Group | Company | |||
|---|---|---|---|---|
| (all amounts in Euro thousands) | 30/9/2009 | 31/12/2008 | 30/9/2009 | 31/12/2008 |
| Property, plant and equipment | 47.212 | 98.586 | 12.212 | 13.586 |
| Total | 47.212 | 98.586 | 12.212 | 13.586 |
Future purchase commitments
| Group | Company | |||
|---|---|---|---|---|
| (all amounts in Euro thousands) | 30/9/2009 | 31/12/2008 | 30/9/2009 | 31/12/2008 |
| Gas supply contracts | 240.794 | 281.052 | - | - |
| Total | 240.794 | 281.052 | - | - |
On 22.4.2009, the Group completed the acquisition of 3.6529% from the minority shareholders of Titan's Cementara Kosjeric A.D. in Serbia by paying the amount of € 2.6 m. After this acquisition the Group now owns 100% of the share capital of the above mentioned subsidiary.
On 3.6.2009 the Group acquired 25% of the shares of Pozolani S.A. for the amount of € 0.5 m, which was included in the Group's financial statements with the equity method.
On 26.5.2009 the Group signed an acquisition agreement for 100% of the shares of Zofori Building Materials S.A., which was included in the Group's financial statements with the full consolidation method.
The assets and liabilities of the Zofori Building Materials S.A., as they were preliminary recorded at the date of acquisition, are as follows:
| (Amount in € 000s) Assets |
Fair value recognized on acquisition |
Previous carrying value |
|---|---|---|
| Non current assets | 69 | 69 |
| Inventory | 4 | 4 |
| Receivables and prepayments | 49 | 49 |
| Cash & cash equivalents | 1 | 1 |
| Total assets | 123 | 123 |
| Liabilities | ||
| Long term liabilities | 11 | 11 |
| Total liabilities | 11 | 11 |
| Net assets | 112 | 112 |
| Goodwill arising on acquisition | -5 | |
| Consideration, paid | 107 | |
| Cash flow on acquisition: | ||
| Purchase consideration settled in cash | 107 | |
| Net cash acquired with the subsidiary Net cash outflow on acquisition |
-1 106 |
The purchase price allocation of the acquired companies will be completed within twelve months from respective acquisition date.
On 6.5.2008 the Group acquired the remaining 50% of the joint venture Lafarge Titan Egyptian Inv.Ltd and its subsidiaries Alexandria Portland Cement Co. S.A.E , Beni Suef Cement Company S.A.E., Four M Titan Silo Co. LLC, Misrieen Titan Trade & Distribution, East cement Trade Ltd, Alexandria Development Co. Ltd.
On 17.4.2008 the Group acquired a 50% equity interest in Adocim Cimento Beton Sanayi ve Ticaret A.S. in Turkey, which was included in the Group's financial statements as of the day of acquisition under the proportional consolidation method.
On 21.12.2007 the Group signed an acquisition agreement for 100% of the shares of Domiki Beton S.A., which was included in the Group's financial statements at 15.1.2008 with the full consolidation method.
On 6.5.2008 the Group acquired a 65% equity stake in Alba Cemento Italia SHPK in Albania. The above company was included on the same day in the Group's financial statements with the full consolidation method.
Finally, the Group acquired 100% of Quarries Vahou S.A in Greece which has been included in the Group's financial statements since 14.5.2008, with the full consolidation method.
The assets and liabilities of the above mentioned companies, as they were preliminary recorded at the date of acquisition, are as follows:
| Adocim Cimento Beton Sanayi ve | ||||||
|---|---|---|---|---|---|---|
| Lafarge Titan EgyptianInv.Group Ticaret A.S. |
Other | |||||
| (Amount in € 000s) Assets |
Fair value recognized on acquisition |
Previous carrying value |
Fair value recognized on acquisition |
Previous carrying value |
Fair value recognized on acquisition |
Previous carrying value |
| Non current assets | 231.140 | 102.067 | 48.219 | 39.232 | 4.783 | 4.783 |
| Inventory | 14.526 | 14.526 | 4.386 | 4.386 | 684 | 684 |
| Receivables and prepayments | 7.689 | 7.689 | 11.109 | 11.109 | 5.348 | 5.348 |
| Cash & cash equivalents | 25.494 | 25.494 | 86 | 86 | 132 | 132 |
| Total assets | 278.849 | 149.776 | 63.800 | 54.813 | 10.947 | 10.947 |
| Liabilities | ||||||
| Long term liabilities | 49.058 | 33.564 | 37.947 | 36.449 | 286 | 286 |
| Other liabilities and taxes payable | 33.395 | 33.395 | 17.757 | 17.757 | 8.443 | 8.443 |
| Total liabilities | 82.453 | 66.959 | 55.704 | 54.206 | 8.729 | 8.729 |
| Net assets | 196.396 | 82.817 | 8.096 | 607 | 2.218 | 2.218 |
| Goodwill arising on acquisition | 112.848 | 77.550 | 11.676 | |||
| Consideration, paid | 309.244 | 85.646 | 13.894 | |||
| Cash flow on acquisition: Purchase consideration settled in cash |
309.244 | 85.646 | 13.894 | |||
| Net cash acquired with the subsidiary |
-25.494 | -86 | -132 | |||
| Net cash outflow on acquisition | 283.750 | 85.560 | 13.762 |
Pursuant to its Board of Directors resolution dated 14.10 2009, the Company proceeded to the sale through the Athens Stock Exchange and between 15.10.2009 and 25.11.2009 of 8,273 treasury common shares, representing 0.098% of the Company"s paid up Share Capital, at an average sale price equal to € 25.70 per share. The sale of these treasury shares was held within the three year statutory period commencing from the date they were acquired by the Company .
The company Domiki Beton S.A was merged by Interbeton Construction Materials S.A., as of 1.10.2009
The income statement account "Other expenses" decreased by the amount of € 1,686 thousand and € 1,270 thousand for the Group and the Company respectively, which were reclassified to "Finance expenses" in the Income Statement for the period 30 September 2008, so as to be comparable to the Income Statement for the period 30 September 2009. The above amounts relate to the financial costs of retirement benefits.
| Balance sheet | 30/09/2009 | 31/12/2008 | 30/9/2009 vs 31/12/2008 |
|---|---|---|---|
| €1 = USD | 1,46 | 1,39 | 5,2% |
| €1 = EGP | 8,06 | 7,68 | 5,0% |
| €1 = TRY | 2,17 | 2,15 | 1,1% |
| 1USD=EGP | 5,50 | 5,52 | -0,3% |
| €1 = RSD | 93,01 | 88,60 | 5,0% |
| 1USD = JPY | 89,51 | 90,64 | -1,2% |
| Profit and loss | Ave 9M 09 | Ave 9M 08 | Ave 9M 09 vs 9M 08 |
|---|---|---|---|
| €1 = USD | 1,37 | 1,54 | -11,3% |
| €1 = EGP | 7,64 | 8,40 | -9,0% |
| €1 = TRY | 2,15 | 1,91 | 12,6% |
| 1USD=EGP | 5,58 | 5,43 | 2,7% |
| €1 = RSD | 93,93 | 81,68 | 15,0% |
| 1USD = JPY | 94,91 | 104,29 | -9,0% |
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