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Titan S.A.

Quarterly Report Sep 23, 2015

4014_10-q_2015-09-23_dea1753a-6a21-4dc5-ae0b-ac68c7aea721.pdf

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

Index

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

Interim Statement of Financial Position

(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

Interim Income Statement for the third quarter

(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

Interim Statement of Comprehensive Income for the third quarter

(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

Interim Income Statement for the nine months

(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

Interim Statement of Comprehensive Income for the nine months

(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

Interim Statement of Changes in Shareholders' Equity

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

Interim Cash Flow Statement

(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

1. General information

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.

2. Basis of preparation and summary of significant accounting policies

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:

  • IFRIC 15, Agreements for the Construction of Real Estate
  • IFRIC 16, Hedges of a Net Investment in a foreign operation
  • IFRS 1, First-time Adoption of International Financial Reporting Standards
  • IFRS 7, Financial Instruments: Disclosures (Amended)
  • IAS 32 , Puttable Financial Instruments (Amended)
  • IAS 32, Financial instruments: presentation
  • IFRIC 13, Customer loyalty programmes

• 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.

3. Segment information

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

4. Cash and cash equivalents

(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.

5. Principal subsidiaries, associates and joint ventures

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

5. Principal subsidiaries, associates and joint ventures

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

6. Fiscal years unaudited by the tax authorities

(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.

Titan Cement Company S.A.

Notes to the Interim Condensed Financial Statements

7. Pledge of assets

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.

8. Number of employees

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).

9. Capital expenditure and disposals

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).

10. Earnings per share

Earnings per share have been calculated on the total weighted average number of common and preferred shares, excluding the average number of treasury shares.

11. 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.

12. Provisions

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.

13. Related party transactions

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:

Company

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

Group

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

14. Borrowings

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.

15. Significant movements in consolidated balance sheet and profit and loss items

Group

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 Group's inventories decreased by € 50.1 m because of the reduction in the Group's production, which is a result of the economic recession, and more efficient inventory management.

-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 Group's deferred tax liability decreased by € 23.7 m because of deferred tax gain that the Group's subsidiary in US, Titan America LLC, recorded due to current period losses before income tax, and the positive exchange rate difference, which resulted from the depreciation of the US dollar and Egyptian pound against the Euro.

-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.

Company

-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.

Titan Cement Company S.A.

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.

16. Share based payment

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%.

17. Commitments & Contingencies

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

Commitments

Capital commitments

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 - -

18. Acquisitions of subsidiaries

Period ended 30 September 2009

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.

18. Acquisitions of subsidiaries (continued)

Period ended 30 September 2008

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

19. Events after the Balance Sheet date

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

20. Reclassifications

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.

21. Principal exchange rates

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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