Annual / Quarterly Financial Statement • Sep 22, 2015
Annual / Quarterly Financial Statement
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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 |
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| 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). |
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| 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). |
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| 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 |
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| 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. |
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| 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: |
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|---|---|---|---|---|---|---|---|---|---|
| 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 | |||||||
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.
(*) 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 |
| 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.).
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