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Titan S.A.

Annual / Quarterly Financial Statement Sep 22, 2015

4014_10-k_2015-09-22_8c27c424-ed94-47da-a5f8-90303e9d07d4.pdf

Annual / Quarterly Financial Statement

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TITAN CEMENT COMPANY S.A.

Company's Number in the Register of Societes Anonymes: 6013/06/Β/86/90

22A Halkidos Street - 111 43 Athens

SUMMARY FINANCIAL RESULTS for the year ended 31 December 2010

(in terms of article 135 of Law 2190, for companies publishing annual financial statements in accordance with IAS/IFRS)

The figures illustrated below provide summary information about the financial position of Titan Cement S.A. and its subsidiaries. We advise the reader who seeks a complete picture of the financial position to visit the Company's web site, where the full year financial statements according to International Financial Reporting Standards together with the auditor's report, are presented.

CASH FLOW STATEMENT
(Amounts in € thousand)
Cash flows from operating activities 1/1-31/12/2010 1/1-31/12/2009 1/1-31/12/2010 1/1-31/12/2009
Profits before taxes
Adjustments for:
129.161 158.139 39.361 79.847
Depreciation 122.515 112.400 11.999 11.655
Impairment of tangible and intangible assets 165 2.939 2 -390
Provisions 28.632 9.221 2.763 3.321
Exchange differences 8.186 8.477 -151 -19
Income from participations & investments - - -5.656 -5.119
Provision for impairment of investments (participations) - - 12.792 1.150
Interest expense 55.512 46.806 26.756 30.504
Other non cash items -5.533 3.000 -343 2.745
Operating profit before changes in working capital 338.638 340.982 87.523 123.694
(Increase)/decrease in inventories -7.653 38.844 -10.259 24.629
Decrease in trade and other receivables 23.106 38.115 29.774 9.342
GROUP COMPANY (Ιncrease)/decrease in operating long-term receivables -2.761 1.926 447 91
Acquisition of subsidiaries, net of cash -25.355 -14.416 - -
Proceed from partial disposal of subsidiary's business
Proceeds from partial disposal of subsidiary's ownership
Proceeds from non-controlling interest's participation in subsidiaries' share capital
increase
Proceeds from borrowings 995.688 748.739 272.264 260.781
Payments of borrowings -1.170.295 -957.393 -375.332 -348.421
Net cash flows used in financing activities (c) -239.765 -291.686 -143.302 -153.185
GROUP COMPANY Net increase/(decrease) in cash and cash equivalents (a)+(b)+(c) 54.498 -75.954 2.739 -31.059
1/1-31/12/2010 1/1-31/12/2009 1/1-31/12/2010 1/1-31/12/2009 Cash and cash equivalents at beginning of the year 16.426 94.521 204 31.263
Effects of exchange rate changes -3.854 -2.141 - -
Supervising Authority: CASH FLOW STATEMENT
Ministry of Development and Competitiveness (Department for limited companies)
www.titan-cement.com
(Amounts in € thousand)
Company's web address:
Board of Directors:
Andreas Canellopoulos - Chairman, Panagiotis-Efstratios Arapoglou*-Deputy Chairman, GROUP COMPANY
1/1-31/12/2010 1/1-31/12/2009 1/1-31/12/2010 1/1-31/12/2009
Dimitrios Papalexopoulos-Managing Director, Cash flows from operating activities
Nellos Canellopoulos, Takis-Panagiotis Canellopoulos, George David, Basilios Fourlis, Profits before taxes
Adjustments for:
129.161 158.139 39.361 79.847
Peter Sabatakakis, Panagiotis Marinopoulos, Alexandra Papalexopoulou-Benopoulou,
Michael Sigalas, Spyridon Theodoropoulos, Eftihios Vasilakis, Efthimios Vidalis*.
Depreciation 122.515 112.400 11.999 11.655
*Independent non-executive directors Impairment of tangible and intangible assets
Provisions
165
28.632
2.939
9.221
2
2.763
-390
3.321
Exchange differences 8.186 8.477 -151 -19
Date of approval of the Financial Statements : 17 March 2011 Income from participations & investments - - -5.656 -5.119
Name of the auditor: Christodoulos Seferis Provision for impairment of investments (participations) - - 12.792 1.150
Auditing firm:
Report of the Auditors:
ERNST & YOUNG
Without qualification
Interest expense
Other non cash items
55.512
-5.533
46.806
3.000
26.756
-343
30.504
2.745
Operating profit before changes in working capital 338.638 340.982 87.523 123.694
CONDENSED STATEMENT OF FINANCIAL POSITION (Increase)/decrease in inventories -7.653 38.844 -10.259 24.629
(Amounts in € thousand) Decrease in trade and other receivables 23.106 38.115 29.774 9.342
ASSETS 31/12/2010 GROUP
31/12/2009
31/12/2010 COMPANY
31/12/2009
(Ιncrease)/decrease in operating long-term receivables
Decrease in trade & other payables (excluding banks)
Decrease in trade & other payables (excluding
-2.761
-46 240
46.240
1.926
-30 399
30.399
447
-21 319
21.319
91
-17 371
17.371
Tangible assets 1.963.439 1.915.211 261.538 266.759 Cash generated from operations 305.090 389.468 86.166 140.385
Investment properties 2.053 1.088 5.974 6.396 Taxation paid -27.546 -15.218 -22.449 -20.714
Intangible assets 560.760 547.873 1.122 671 Net cash flows from operating activities (a) 277.544 374.250 63.717 119.671
Other non current assets
Inventories
26.584
248.168
31.347
238.803
1.186.841
77.419
1.272.069
68.250
Cash flows from investing activities
Purchase of tangible assets
-85.068 -166.112 -7.039 -5.592
Trade receivables 136.113 155.018 43.898 70.990 Decrease in other long-term receivables 2.024 19.546 - -
Other current assets 76.287 99.854 13.129 12.828 Purchase of intangible assets -2.118 -14.562 -475 -671
Cash and cash equivalents
TOTAL ASSETS
67.070
3.080.474
16.426
3.005.620
2.943
1.592.864
204
1.698.167
Proceeds from the sale of property, plant and equipment
Proceeds from dividends
10.656
317
7.486
671
5.348
5.656
2.675
4.770
Acquisition of subsidiaries, net of cash -25.355 -14.416 - -
SHΑREHOLDERS EQUITY AND LIABILITIES Decrease/(increase) in subsidiaries' share capital - - 77.500 -749
Share Capital (84,613,840 shares of € 4.00) 338.455 338.304 338.455 338.304 Proceed from partial disposal of subsidiary's business 32.733 - - -
Share Premium
Share stock options
22.826
6.983
22.826
5.977
22.826
6.983
22.826
5.977
Proceeds from partial disposal of subsidiary's ownership
(Disposal)/purchase of available-for-sale financial assets
80.000
-136
-
66
-
-2
-
-2
Treasury Shares -90.182 -91.622 -90.182 -91.622 Interest received 3.666 8.803 1.336 2.024
Retained earnings and other reserves 1.293.847 1.173.568 538.869 533.997 Net cash flows from/(used in) investing activities (b) 16.719 -158.518 82.324 2.455
Total share capital and reserves (a) 1.571.929 1.449.053 816.951 809.482 Net cash flows after investing activities (a)+(b) 294.263 215.732 146.041 122.126
Non-controlling interests (b)
Total Equity (c)=(a)+(b)
139.463
1.711.392
11.135
1.460.188
-
816.951
-
809.482
Cash flows from financing activities
Share capital increase
151 117 151 117
Long-term borrowings 706.961 725.665 643.000 634.499 Proceeds from non-controlling interest's participation in subsidiaries' share capital
Provisions and other long-term liabilities 292.566 292.870 56.067 55.515 increase 8.030 - - -
Short-term borrowings
Other short-term liabilities
136.763
232.792
261.835 17.069 127.609 Treasury shares sold
Proceeds from government grants
706
112
384
345
706
112
384
-
Total liabilities (d) 1.369.082 265.062
1.545.432
59.777
775.913
71.062
888.685
Interest paid -56.998 -46.073 -25.947 -30.515
TOTAL SHAREHOLDERS EQUITY AND LIABILITIES (c)+(d) 3.080.474 3.005.620 1.592.864 1.698.167 Dividends paid -17.159 -37.805 -15.256 -35.531
Proceeds from borrowings 995.688 748.739 272.264 260.781
CONDENSED INCOME STATEMENT
(Amounts in € thousand)
Payments of borrowings -1.170.295 -957.393 -375.332 -348.421
GROUP COMPANY Net cash flows used in financing activities (c)
Net increase/(decrease) in cash and cash equivalents (a)+(b)+(c)
-239.765
54.498
-291.686
-75.954
-143.302
2.739
-153.185
-31.059
1/1-31/12/2010 1/1-31/12/2009 1/1-31/12/2010 1/1-31/12/2009 Cash and cash equivalents at beginning of the year 16.426 94.521 204 31.263
Revenue 1.350.488 1.360.571 370.696 450.092 Effects of exchange rate changes
Cash and cash equivalents at end of the year
-3.854
67.070
-2.141
16.426
-
2.943
-
204
Cost of sales
Cost of
-897.824
897 824
-901.496
901 496
-247.383
247 383
-293.539
293 539
Gross profit before depreciation and amortization 452.664 459.075 123.313 156.553
Other operating income/(expense) -8.724 1.807 1.594 3.853 NOTES
Administrative expenses
Selling and marketing expenses
-104.686
-24.847
-106.301
-21.886
-37.482
-1.077
-38.326
-1.809
1.
As per resolution dated 16.12.2010 of the Board of Directors, the share capital of the Company was increased in cash by €150,888 with the issuance of
37,722 new registered common shares, of a nominal value of €4.00 each, following the exercise by senior executives of Titan Group of stock option
Profit before interest, taxes and depreciation and amortization 314.407 332.695 86.348 120.271 rights granted to them in implementation of Stock Option Plans that have been approved by resolution dated 29.5.2007 of the General Meeting of
Depreciation, amortization and impairment of tangibles/ intangibles assets -122.680 -115.339 -12.001 -11.265 Shareholders.
Pursuant to the Board of Directors resolutions dated 12.1.2010 and 26.4.2010, the Company completed the sale through the Athens Stock Exchange of
Profit before interest and taxes
Income from participations & investments
191.727
-
217.356
-
74.347
5.656
109.006
5.119
2.
37.597 treasury common shares, representing 0,0445% of the Company's paid up Share Capital, at an average sale price equal to €18,77 per share,
Finance costs -62.566 -59.217 -40.642 -34.278 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
Profit before taxes 129.161 158.139 39.361 79.847 Company holds as at 31.12.2010 is 3.137.616 of aggregate value €90.182 thousand and they have been deducted from the Shareholders Equity of the
Group and the Company.
Less: Income tax expense
Profit after taxes (a)
-17.934
111.227
-36.238
121.901
-18.531
20.830
-33.401
46.446
3.
The assets of the Company have not been pledged. Certain assets of the Group, owned by the Group's joint venture Adocim Cimento Beton Sanayi ve
Attributable to: Ticaret A.S. in Turkey, have been pledged for the amount of €67.1 m. in securing debt of €41.5 m.
Equity holders of the parent 102.212 123.393 20.830 46.446 4.
Number of employees at the end of the reporting period: Group 6,034 (2009: 5,805), Company 959 (2009: 1,027).
Non-controlling interests 9.015 -1.492 - - 5.
Capital expenditure excluding acquisitions and intangible assets for the fiscal year of 2010 amounted to: Group €84.1m (31.12.2009 €165.6m), Parent
Company € 7.5 m (31.12.2009 €6.3m).
Basic earnings per share (in €) 1,25523 1,51659 0,25581 0,57086 6.
The Board of Directors will propose to the Annual General Meeting of Shareholders, the distribution of dividend of €0.07759 per share (2009: €0.18) for
Diluted earnings per share (in €) 1,25068 1,51275 0,25488 0,56941 the financial year 2010.
Proposed dividend per issued share (in €) 0,07759 0,18000 0,07759 0,18000 7.
The Board of Directors will propose to the Annual General Meeting of Shareholders, the distribution of €8,665,303 from special reserves which have
Proposed distribution of taxed reserves per share (in €) 0,10241 - 0,10241 - already been taxed thus exhausting the taxation obligations of the Company and the shareholders.
CONDENSED STATEMENT OF COMPREHENSIVE INCOME (*) 8.
Earnings per share have been calculated on the total weighted average number of common and preference shares, excluding the average number of
treasury shares.
Amounts in € thousand 9.
Transactions during the fiscal year 2010 and balances as of 31 December 2010 with related parties, as defined in IAS 24, are as follows:
GROUP COMPANY Amounts in € thousand Group Company
Profit after taxes (a) 1/1-31/12/2010
111.227
1/1-31/12/2009
121.901
1/1-31/12/2010
20.830
1/1-31/12/2009
46.446
a) Income
b) Expenses
-
1.930
106.190
30.605
Other comprehensive income/(loss): c) Receivables - 22.883
Exchange differences on translation of foreign operations 54.028 -38.913 - - d) Payables 477 636.082
Cash flow hedges -756 -916 - - e) Key management compensations
f) Receivables from key management
6.577
4
6.426
4
Net losses on financial assets available for sale -210 -51 - - g) Payables to key management included in above 869 869
Income tax relating to components of other comprehensive income
g
p
p
295 357 - - 10.
0
Companies included in the consolidated financial statements of fiscal year 2010 are presented in the note 14 of the Group's annual financial statements
Co pa esc udedt eco so dateda ca state e tso sca yea 0 0a ep ese tedt eote
o t eG oup sa ua a ca state e ts
Other comprehensive income/(expenses) net of tax (b)
Total comprehensive income net of tax (a)+(b)
53.357
164.584
-39.523
82.378
-
20.830
-
46.446
including locations, percentage Group ownership and consolidation method.
The unaudited by the tax authorities fiscal years for the Company and the Group's subsidiaries are presented in detail in the note 36 of the annual
11.
financial statements. There are no material provisions accounted for the unaudited by the tax authorities fiscal years as well as for litigation issues both
Total comprehensive income attributable to: for the Group and the Company.
9.
Transactions during the fiscal year 2010 and balances as of 31 December 2010 with related parties, as defined in IAS 24, are as follows:
GROUP
COMPANY
Amounts in € thousand Group Company
1/1-31/12/2010 1/1-31/12/2009 1/1-31/12/2010 1/1-31/12/2009 a) Income - 106.190
111.227 121.901 20.830 46.446 b) Expenses 1.930 30.605
c) Receivables - 22.883
54.028 -38.913 - - d) Payables 477 636.082
-756 -916 - - e) Key management compensations 6.577 6.426
f) Receivables from key management 4 4
g) Payables to key management included in above 869 869

Athens 17 March 2011

According to the Law 3845/2010, a special social responsibility tax was imposed on Greek companies that had profit above €100 thousand for the fiscal year of 2009. The total charge amounted to €7.9 m for the Group and the Company, as stated in note 8 of the annual financial statements.

  1. In the consolidated financial statements at December 31, 2010 the following are additionally included: a) fully consolidated the newly established company Geospan Dooel (consolidated from February 2nd, 2010), Cementi Antea S.R.L. (consolidated from July 23rd, 2010) and the acquired companies Terret Enterprises Ltd (consolidated from May 31st, 2010) Sharr Beteiligungs GmbH (consolidated from May 31st, 2010) , Kosovo Construction Materials L.L.C. (consolidated from August 31st, 2010) and Ndermarrjia e Re Sharrcem SHPK (consolidated from December 12th, 2010),b) with equity method: the acquired company Vris OOD (consolidated from January 1st, 2010). On 28.1.2010, the Group acquired the remaining 48.994% of the subsidiary Themis Holding Ltd. On 1.3.2010 the Group's subsidiary Antea Cement SHA purchased the remaining 35% stake in Alba Cemento SHPK.

(*) The statement of comprehensive income has been prepared in accordance with the requirements of the revised IAS 1 that are effective from 1.1.2009. It demonstrates the transactions that would directly affect equity according to the requirements which were valid till 31.12.2008 and it combines them with the profit after taxes as they appear in the income statement. These transactions do not include transactions with the equity holders of the parent company in their capacity as owners.

Total comprehensive income attributable to:
Shareholders 153.445 87.275 20.830 46.446 12.
Non-controlling interests 11.139 -4.897 - -
13.
GROUP COMPANY
31/12/2010 31/12/2009 31/12/2010 31/12/2009 15.
Equity balance at beginning of the year (1/1/2010 and 1/1/2009 respectively) 1.460.188 1.434.134 809.482 795.524
Total comprehensive income 164.584 82.378 20.830 46.446 16.
Share Capital increase due to share options 1.157 2.638 1.157 2.638
Treasury shares sold 706 384 706 384
Dividends paid -15.224 -35.510 -15.224 -35.510 17.
Dividends paid to non-controlling interest -1.919 -2.262 - -
Non-controlling interest's put option recognition -1.621 -19.359 - -
Non-controlling interest related to share capital increase in subsidiary 8.030 - - - 18.
Equity increase arising on business combination 17.079 - - -
Proceeds from partial disposal of subsidiary (note 12) 80.000 - - -
Acquisition of non-controlling interests -1.588 -2.215 - -
Equity balance at year end (31/12/2010 and 31/12/2009 respectively) 1.711.392 1.460.188 816.951 809.482

CONDENSED STATEMENT OF CHANGES IN EQUITY (Amounts in € thousand)

  1. On 22.11.2010, the Group announced the completion of the 80 million Euro equity investment of "International Finance Corporation (IFC)" in "Alexandria Portland Cement Company S.A. E. (APCC)" through the purchase of a stake in Titan's holding company "Alexandria Development Limited (ADL)". The transaction resulted in IFC holding through ADL a 15.2 percent minority stake in APCC and subsequently in Group's Egyptian operations.
Chairman of the Board of Directors Managing Director Chief Financial Officer Finance Director Greece Financial Consolidation Senior Manager
ANDREAS L. CANELLOPOULOS DIMITRIOS TH. PAPALEXOPOULOS VASSILIOS S. ZARKALIS GRIGORIOS D. DIKAIOS ATHANASIOS S. DANAS
I.D.No ΑΒ500997 I.D.No Ξ163588 I.D No ΑΕ514943 I.D No ΑΒ291692 I.D.No AB006812

The balance of other provisions (short and long term) as of 31.12.2010 amounted to €19.4 m. for the Group (31.12.2009 €19.3 m.) and €7.6 m. for the Company (31.12.2009 €2.2 m.).

  • Certain prior year amounts have been reclassified for presentation purposes with no impact on the prior year equity, turnover and earnings after tax of the Group and the Company (note 37 of annual financial statements).
  • In the Group's cash flows statement, an amount of €112.7 m, which appears as proceeds from partial disposal of foreign subsidiary business, concerns the sale of a quarry which is located in Cumberland in the state of Kentucky, USA and the sale of 15.2% of "Alexandria Portland Cement Company S.A. E. (APCC)" to "International Finance Corporation (IFC)".
  • In the Group's statement of changes in equity, the amount of €8.0 m, which appears as "non-controlling interest related to share capital increase in subsidiary" relates to Alexandria Portland Cement Company S.A.E. (APCC) in Egypt and the amount of €17.1 m. which appears as "equity increase arising on business combination" relates to the Group's acquired activities in Kosovo.

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