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Titan S.A.

Quarterly Report Sep 22, 2015

4014_10-q_2015-09-22_e897801d-e5a1-497b-b99f-3d0edd670c35.pdf

Quarterly Report

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Titan Cement Company S.A. and its Subsidiaries Interim Condensed Financial Reporting for the period ended 31 March 2011

Index

Pages
a) Interim Condensed Financial Statements
a.1 Interim Income Statement 1
a.2 Interim Statement of Comprehensive Income 2
a.3 Interim Statement of Financial Position 3
a.4 Interim Statement of Changes in Equity 4
a.5 Interim Cash Flow Statement 5
b) Notes & disclosure of accounting policies 6

The Interim Condensed Financial Statements presented through pages 1 to 18 both for the Group and the Parent Company, have been approved by the Board of Directors on 5th of May 2011

Chairman of the Board of Directors

ANDREAS L. CANELLOPOULOS ID No AB500997

Finance Director Greece

Chief Financial Officer Financial Consolidation Senior Manager

ID No ΑΕ514943 VASSILIOS S. ZARKALIS ID No ΑΒ291692

ID No ΑΒ006812 GRIGORIOS D. DIKAIOS ATHANASIOS S. DANAS

Managing Director

DIMITRIOS TH. PAPALEXOPOULOS ID No ΑΚ031353

Interim Condensed Financial Statements

Interim Income Statement

(all amounts in Euro thousands)
--------------------------------- -- -- -- --
Note 1/1-31/3/2011 1/1-31/3/2010 1/1-31/3/2011 1/1-31/3/2010
Turnover 252.902 286.052 59.438 95.630
Cost of sales -175.448 -204.622 -44.764 -68.927
Gross profit before depreciation 77.454 81.430 14.674 26.703
Other income 17 7.778 16.258 1.200 3.946
Share in loss of associates -253 -379 - -
Administrative expenses -24.593 -24.384 -8.150 -9.457
Selling and marketing expenses -5.422 -5.585 -64 -117
Other expenses 17 -7.151 -6.154 -2.787 -3.153
Profit before interest, taxes, depreciation and
amortization 47.813 61.186 4.873 17.922
Depreciation and amortization related to cost of sales
Depreciation and amortization related to administrative and
-27.828 -27.706 -2.646 -2.747
selling expenses -1.867 -1.560 -285 -260
Profit before interest and taxes 18.118 31.920 1.942 14.915
Finance income 915 1.375 17 1.137
Finance expense 17 -10.549 -13.119 -8.283 -6.570
(Losses)/gains from financial instruments -660 -1.090 -3 -799
Exchange differences (losses)/gains 17 -14.095 2.135 -281 446
(Loss)/profit before taxes -6.271 21.221 -6.608 9.129
Less: income tax expense 2.259 3.410 256 -2.047
(Loss)/profit for the period -4.012 24.631 -6.352 7.082
(Loss)/profit attributable to:
Equity holders of the parent -4.255 24.775 -6.352 7.082
Non-controlling interests 243 -144 - -
-4.012 24.631 -6.352 7.082
Basic earnings per share (in €) -0,0522 0,3043 -0,0780 0,0870
Diluted earnings per share (in €) -0,0521 0,3036 -0,0777 0,0868

Group Company

Interim Statement of Comprehensive Income

(all amounts in Euro thousands) Group Company
Note 1/1-31/3/2011 1/1-31/3/2010 1/1-31/3/2011 1/1-31/3/2010
(Loss)/profit for the period -4.012 24.631 -6.352 7.082
Other comprehensive income:
Exchange differences on translation of foreign operations -68.630 67.089 - -
Available-for-sale financial assets 49 -111 - -
Cash flow hedges 15 -1.863 628 - -
Income tax effect 15 726 -245 - -
-1.137 383 - -
Other comprehensive income for the period, net of tax -69.718 67.361 - -
Total comprehensive income for the period -73.730 91.992 -6.352 7.082
Total comprehensive income attributable to:
Equity holders of the parent -67.788 91.604 -6.352 7.082
Non-controlling interests -5.942 388 - -
-73.730 91.992 -6.352 7.082

Interim Statement of Financial Position

(all amounts in Euro thousands) Group Company
ASSETS Note 31/03/2011 31/12/2010 31/03/2011 31/12/2010
Property, plant & equipment 17 1.860.667 1.963.439 259.365 261.538
Investment properties 2.048 2.053 5.974 5.974
Intangible assets and goodwill 17 541.995 560.760 1.105 1.122
Investments in subsidiaries - - 1.185.819 1.183.721
Investments in associates 9.351 9.604 - -
Available-for-sale financial assets 2.275 2.211 107 107
Other non current assets 9.923 11.346 2.713 3.013
Deferred income tax asset 17 2.716 3.423 - -
Non-current assets 2.428.975 2.552.836 1.455.083 1.455.475
Inventories 17 244.813 248.168 73.711 77.419
Trade receivables 137.649 136.113 37.591 43.898
Other receivables and prepayments 76.995 74.479 18.081 13.068
Derivative financial instruments - 1.745 - -
Available-for-sale financial assets 63 63 61 61
Cash and cash equivalents 4 86.193 67.070 747 2.943
Current assets 545.713 527.638 130.191 137.389
TOTAL ASSETS 2.974.688 3.080.474 1.585.274 1.592.864
EQUITY AND LIABILITIES
Share Capital (84,613,840 shares of € 4.00) 338.455 338.455 338.455 338.455
Share premium 22.826 22.826 22.826 22.826
Share options 7.184 6.983 7.184 6.983
Treasury shares 11 -90.182 -90.182 -90.182 -90.182
Other Reserves 408.810 476.661 507.065 507.065
Retained earnings 814.836 817.186 25.452 31.804
Equity attributable to equity holders of the parent 1.501.929 1.571.929 810.800 816.951
Non-controlling interests 135.182 139.463 - -
Total equity (a) 1.637.111 1.711.392 810.800 816.951
Long-term borrowings 14 712.961 706.961 643.000 643.000
Derivative financial instruments 15,17 4.912 9.513 - -
Deferred income tax liability 17 170.432 189.023 21.030 21.092
Retirement benefit obligations 39.177 40.203 22.457 22.234
Provisions 12 17.767 19.022 7.534 7.067
Other non-current liabilities 34.822 34.805 5.618 5.674
Non-current liabilities 980.071 999.527 699.639 699.067
-
Short-term borrowings 14 149.872 136.763 19.320 17.069
Trade and other payables 17 187.443 213.149 49.205 50.705
Derivative financial instruments 996 687 577 687
Income tax payable 18.378 18.594 5.609 7.859
Provisions 12 817 362 124 526
Current liabilities 357.506 369.555 74.835 76.846
Total liabilities (b) 1.337.577 1.369.082 774.474 775.913
TOTAL EQUITY AND LIABILITIES (a+b) 2.974.688 3.080.474 1.585.274 1.592.864

Interim Statement of Changes in Shareholders' Equity

Group

(all amounts in Euro thousands) Ordinary shares Share
premium
Preferred
ordinary
shares
Share
options
Ordinary
treasury
shares
Preferred
treasury
shares
Other reserves
(note 16)
Retained
earnings
Total Non
controlling
interests
Total equity
Balance at 1 January 2010 308.028 22.826 30.276 5.977 -91.505 -117 434.350 739.218 1.449.053 11.135 1.460.188
Profit for the period - - - - - - - 24.775 24.775 -144 24.631
Other comprehensive income - - - - - - 68.468 -1.639 66.829 532 67.361
Total comprehensive income for the period - - - - - - 68.468 23.136 91.604 388 91.992
Treasury shares sold - - - - 612 - - -290 322 - 322
Acquisitions of non-controlling interests - - - - - - -1.470 - -1.470 -229 -1.699
Share options - - - 208 - - - - 208 - 208
Non-controlling interest's put option recognition - - - - - - -1.302 - -1.302 657 -645
Transfer between reserves - - - - - - -2.428 2.428 - - -
Balance at 31 March 2010 308.028 22.826 30.276 6.185 -90.893 -117 497.618 764.492 1.538.415 11.951 1.550.366
Balance at 1 January 2011 308.179 22.826 30.276 6.983 -90.065 -117 476.661 817.186 1.571.929 139.463 1.711.392
Loss for the period - - - - - - - -4.255 -4.255 243 -4.012
Other comprehensive income - - - - - - -63.533 - -63.533 -6.185 -69.718
Total comprehensive income for the period - - - - - - -63.533 -4.255 -67.788 -5.942 -73.730
Non-controlling interest's put option recognition - - - - - - -2.413 - -2.413 1.661 -752
Share options - - - 201 - - - - 201 - 201
Transfer between reserves - - - - - - -1.905 1.905 - - -
Balance at 31 March2011 308.179 22.826 30.276 7.184 -90.065 -117 408.810 814.836 1.501.929 135.182 1.637.111

Attributable to equity holders of the parent

Company

(all amounts in Euro thousands)

Ordinary shares Share
premium
Preferred
ordinary
shares
Share
options
Ordinary
treasury
shares
Preferred
treasury
shares
Other reserves
(note 16)
Retained
earnings
Total equity
Balance at 1 January 2010 308.028 22.826 30.276 5.977 -91.505 -117 501.465 32.532 809.482
Profit for the period - - - - - - - 7.082 7.082
Total comprehensive income for the period - - - - - - - 7.082 7.082
Treasury shares sold - - - - 612 - - -290 322
Share options - - - 208 - - - - 208
Balance at 31 March 2010 308.028 22.826 30.276 6.185 -90.893 -117 501.465 39.324 817.094
Balance at 1 January 2011 308.179 22.826 30.276 6.983 -90.065 -117 507.065 31.804 816.951
Loss for the period - - - - - - - -6.352 -6.352
Total comprehensive income for the period - - - - - - - -6.352 -6.352
Share options - - - 201 - - - - 201
Balance at 31 March2011 308.179 22.826 30.276 7.184 -90.065 -117 507.065 25.452 810.800

4

Titan Cement Company S.A. Interim Condensed Financial Statements

Interim Cash Flow Statement

(all amounts in Euro thousands) Group Company
1/1-31/3/2011 1/1-31/3/2010 1/1-31/3/2011 1/1-31/3/2010
Cash flows from operating activities
(Loss)/profit before taxes -6.271 21.221 -6.608 9.129
Adjustments for:
Depreciation/amortization 29.695 29.266 2.931 3.007
Provisions 2.967 5.077 2.028 2.279
Exchange differences 14.095 -2.136 281 -446
Interest expense 9.246 11.744 8.265 5.433
Other non cash flow items -1.101 1.454 115 -1.361
Adjusted profit before changes in working capital 48.631 66.626 7.012 18.041
(Increase)/decrease in inventories -5.054 -6.373 3.666 5.581
Increase in trade and other receivables -8.631 -8.867 -550 -371
Decrease/(increase) in operating long-term receivables 944 -1.102 300 -2
Decrease in trade payables (excluding banks) -17.233 -6.831 -2.015 -2.811
Cash generated from operations 18.657 43.453 8.413 20.438
Income tax paid -3.914 -3.952 -2.056 -2.696
Net cash flows from operating activities 14.743 39.501 6.357 17.742
Cash flows from investing activities
Acquisition of subsidiaries, non controlling interests, affiliates, joint ventures, net
of cash acquired
- -4.117 -2.000 -
Purchase of tangible and intangible assets -15.469 -19.440 -884 -1.522
Proceeds from the sale of property, plant and equipment 3.781 466 152 272
Purchase of available-for-sale financial assets -19 -56 - -1
Interest received 916 1.374 17 1.136
Net cash flows used in investing activities -10.791 -21.773 -2.715 -115
Net cash flows after investing activities 3.952 17.728 3.642 17.627
Cash flows from financing activities
Interest paid -14.426 -16.112 -7.964 -6.046
Sale of treasury shares - 322 - 322
Proceeds from government grants - 112 - -
Dividends paid -2 -2 -1 -2
Proceeds from borrowings 84.115 147.782 12.418 57.445
Payments of borrowings -49.738 -119.905 -10.291 -49.534
Net cash flows from/(used in) financing activities 19.949 12.197 -5.838 2.185
Net increase/(decrease) in cash and cash equivalents 23.901 29.925 -2.196 19.812
Cash and cash equivalents at beginning of the period 67.070 16.426 2.943 204
Effects of exchange rate changes -4.778 340 - -
Cash and cash equivalents at end of the period 86.193 46.691 747 20.016

Titan Cement Company S.A. Notes to the Interim Condensed Financial Statements

Contents of the notes to the interim condensed financial statements Page
1. General information 7
2. Basis of preparation and summary of significant accounting policies 7
3. Segment information 9
4. Cash and cash equivalents 9
5. Principal subsidiaries, associates and joint ventures 10
6. Fiscal years unaudited by the tax authorities 12
7. Pledge of assets 13
8. Number of employees 13
9. Capital expenditure and disposals 13
10. Earnings per share 13
11. Treasury shares 13
12. Provisions 13
13. Related party transactions 13
14. Borrowings 14
15. Financial instruments 14
16. Other reserves 15
17. Significant movements in the statement of financial position and the income statement items 15
18. Share based payment 16
19. Commitments and contingencies 17
20. Principal exchange rates 18

Titan Cement Company S.A. Notes to the Interim Condensed Financial Statements

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, Turkey and the United States of America.

The Company is a limited liability company incorporated and domiciled in Greece and is listed on the Athens Stock Exchange.

These interim condensed financial statements have been approved for issue by the Board of Directors on May 5, 2011.

2. Basis of preparation and summary of significant accounting policies

These financial statements have been prepared by management in accordance with IAS 34 Interim Financial Reporting.

The 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 2010.

A. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2010, except for the adoption of the new or revised standards, amendments or/and interpretations, mentioned below, for the annual periods beginning on or after 1 January 2011.

• IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments. This interpretation addresses the accounting treatment when there is a renegotiation between the entity and the creditor regarding the terms of a financial liability and the creditor agrees to accept the entity's equity instruments to settle the financial liability fully or partially. IFRIC 19 clarifies such equity instruments are ―consideration paid‖ in accordance with paragraph 41 of IAS 39. As a result, the financial liability is derecognized and the equity instruments issued are treated as consideration paid to extinguish that financial liability. This interpretation did not have any impact on the financial position or performance of the Group.

• IFRIC 14 Prepayments of a Minimum Funding Requirement (Amended). The purpose of this amendment was to permit entities to recognize as an asset some voluntary prepayments for minimum funding contributions. This Earlier application is permitted and must be applied retrospectively. This interpretation did not have any impact on the financial position or performance of the Group.

• IAS 32 Classification on Rights Issues (Amended). This amendment relates to the rights issues offered for a fixed amount of foreign currency which were treated as derivative liabilities by the existing standard. The amendment states that if certain criteria are met, these should be classified as equity regardless of the currency in which the exercise price is denominated. The amendment is to be applied retrospectively. This interpretation did not have any impact on the financial position or performance of the Group.

• IAS 24 Related Party Disclosures (Revised). This revision relates to the judgment which is required so as to assess whether a government and entities known to the reporting entity to be under the control of that government are considered a single customer. In assessing this, the reporting entity shall consider the extent of economic integration between those entities. Early application is permitted and adoption shall be applied retrospectively. This interpretation did not have any impact on the financial position or performance of the Group.

• In May 2010 the IASB issued its third omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. Early application is permitted in all cases.

• IFRS 1 First-time adoption. This improvement clarifies the treatment of accounting policy changes in the year of adoption after publishing an interim financial report in accordance with IAS 34 Interim Financial Reporting, allows first-time adopters to use an event-driven fair value as deemed cost and expands the scope of ‗deemed cost' for property, plant and equipment or intangible assets to include items used subject to rate regulated activities.

• IFRS 3 Business Combinations. This improvement clarifies that the amendments to IFRS 7 Financial Instruments: Disclosures, IAS 32 Financial Instruments: Presentation and IAS 39 Financial Instruments: Recognition and Measurement, that eliminate the exemption for contingent consideration, do not apply to contingent consideration that arose from business combinations whose acquisition dates precede the application of IFRS 3 (as revised in 2008).

Moreover, this improvement limits the scope of the measurement choices (fair value or at the present ownership instruments' proportionate share of the acquiree's identifiable net assets) only to the components of non-controlling interest that are present ownership interests that entitle their holders to a proportionate share of the entity's net assets.

Finally, it requires an entity (in a business combination) to account for the replacement of the acquiree's share-based payment transactions (whether obliged or voluntarily), i.e., split between consideration and post combination expenses.

• IFRS 7 Financial Instruments: Disclosures.This improvement gives clarifications of disclosures required by IFRS 7 and emphasises the interaction between quantitative and qualitative disclosures and the nature and extent of risks associated with financial instruments.

• IAS 1 Presentation of Financial Statements. This amendment clarifies that an entity will present an analysis of other comprehensive income for each component of equity, either in the statement of changes in equity or in the notes to the financial statements.

Notes to the Interim Condensed Financial Statements

• IAS 27 Consolidated and Separate Financial Statements. This improvement clarifies that the consequential amendments from IAS 27 made to IAS 21 The Effect of Changes in Foreign Exchange Rates, IAS 28 Investments in Associates and IAS 31 Interests in Joint Ventures apply prospectively for annual periods beginning on or after 1 July 2009 or earlier when IAS 27 is applied earlier.

• IAS 34 Interim Financial Reporting. This improvement provides guidance to illustrate how to apply disclosure principles in IAS 34 and add disclosure requirements.

• IFRIC 13 Customer Loyalty Programmes. This improvement clarifies that when the fair value of award credits is measured based on the value of the awards for which they could be redeemed, the amount of discounts or incentives otherwise granted to customers not participating in the award credit scheme, is to be taken into account.

Β. The following new standards, amendments to standards and interpretations have been issued but are not effective for the current period. They have not been early adopted and the Group and the Company is currently assessing possible impacts in the financial statements from their adaptation.

• IFRS 9 Financial Instruments – Phase 1 financial assets, classification and measurement

The new standard is effective for annual periods beginning on or after 1 January 2013. Phase 1 of this new IFRS introduces new requirements for classifying and measuring financial assets. Early adoption is permitted. This standard has not yet been endorsed by the EU. The Group is in the process of assessing the impact of the new standard on the financial position or performance of the Group.

• IFRS 7 Financial Instruments: Disclosures as part of its comprehensive review of off balance sheet activities (Amended)

The amendment is effective for annual periods beginning on or after 1 July 2011. The purpose of this amendment is to allow users of financial statements to improve their understanding of transfer transactions of financial assets (e.g. securitisations), including understanding the possible effects of any risks that may remain with the entity which transferred the assets. The amendment also requires additional disclosures if a disproportionate amount of transfer transactions are undertaken around the end of a reporting period. The amendments broadly align the relevant disclosure requirements of IFRSs and US GAAP. This amendment has not yet been endorsed by the EU. The Group does not expect that this amendment will have an impact on the financial position or performance of the Group, however additional disclosures may be required.

• IAS 12 Deferred tax: Recovery of Underlying Assets (Amended). The amendment is effective for annual periods beginning on or after 1 January 2012. This amendment concerns the determination of deferred tax on investment property measured at fair value and also incorporates SIC-21 Income Taxes — Recovery of Revalued Non-Depreciable Assets into IAS 12 for non-depreciable assets measured using the revaluation model in IAS 16. The aim of this amendment is to include a) a rebuttable presumption that deferred tax on investment property measured using the fair value model in IAS 40 should be determined on the basis that its carrying amount will be recovered through sale and b) a requirement that deferred tax on non-depreciable assets, measured using the revaluation model in IAS 16, should always be measured on a sale basis. This amendment has not yet been endorsed by the EU. The Group does not expect that this amendment will have an impact on the financial position or performance of the Group.

3. Segment information

For management purposes, the Group is structured in four operating (geographic) segments: Greece and Western Europe, North America, South East Europe and Eastern Mediterranean. Each operating segment is a cluster of countries. The aggregation of countries is based on geographical position.

Each region has a regional Chief Executive Officer (CEO) who reports to the Group's CEO. In addition, Group's Chief Financial Officer (CFO) organisation is also split 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). Group financing (including finance costs and finance revenue) is managed on 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 1/1-31/3 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010
Gross revenue 78.051 121.386 69.480 71.044 38.047 26.347 75.743 81.081 - - 261.321 299.858
Inter-segment revenue -5.424 -12.681 -45 -51 -2.950 -1.074 - - - - -8.419 -13.806
Revenue 72.627 108.705 69.435 70.993 35.097 25.273 75.743 81.081 - - 252.902 286.052
Gross profit before depreciation &
amortization
17.132 32.455 6.172 4.796 18.570 8.257 35.989 35.808 -409 114 77.454 81.430
Earnings before interest, taxes,
depreciation & amortization
7.541 22.109 -5.678 -6.457 12.316 11.991 34.061 33.642 -427 -99 47.813 61.186
Earnings/(losses) before interest and
taxes
3.177 17.604 -19.940 -22.039 6.832 8.499 28.425 27.904 -376 -48 18.118 31.920
(Losses)/earnings before taxes -4.535 11.253 -24.146 -26.374 4.833 8.057 17.971 28.184 -394 101 -6.271 21.221
(all amounts in Euro thousands) Greece and Western
Europe
North America Europe South Eastern Eastern Mediter
Adjustments and
ranean
eliminations
Total
31/3/11 31/12/10 31/3/11 31/12/10 31/3/11 31/12/10 31/3/11 31/12/10 31/3/11 31/12/10 31/3/11 31/12/10
Total assets 2.600.378 2.586.691 932.662 1.005.734 764.178 756.097 1.064.521 1.096.853 -2.387.051 -2.364.901 2.974.688 3.080.474
Total liabilities 1.750.045 1.732.846 411.984 433.130 198.411 192.050 225.088 237.063 -1.247.951 -1.226.007 1.337.577 1.369.082

4. Cash and cash equivalents

(all amounts in Euro thousands) Group Company
31/3/11 31/12/10 31/3/11 31/12/10
Cash at bank and in hand 190 132 8 2
Short-term bank deposits 86.003 66.938 739 2.941
86.193 67.070 747 2.943

Short-term bank deposits comprise primarily of current accounts and 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.

Bank Credit Facilities

The Group and the Company had the following bank credit facilities at 31.3.2011:

(all amounts in Euro thousands) Group Company
31/3/11 31/12/10 31/3/11 31/12/10
Total Committed 1.410.155 1.360.193 275.000 165.000
Total Un-committed 478.277 481.251 96.578 96.108
Un-utilized Committed 871.455 836.851 259.819 149.467
Un-utilized Un-committed 154.145 160.869 77.439 79.572
Total Un-utilised 1.025.600 997.720 337.258 229.039

5. Principal subsidiaries, associates and joint ventures

31/3/2011 31/12/2010
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 Trading Company 99,996 0,004 99,996 0,004
Arktias S.A. Greece Quarries & Aggregates - 100,000 - 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
Interbeton Construction Materials S.A. Greece Ready Mix & Aggregates 99,679 0,321 99,679 0,321
Intercement S.A. Greece Trading Company 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.
Lakmos S.A.
Greece
Greece
Porcelain 100,000 - 100,000 -
Leecem S.A. Greece Trading Company 99,950 0,050 99,950 0,050
Naftitan S.A. Greece Trading Company 3,172 96,828 3,172 96,828
Polikos Maritime Company Greece Shipping
Shipping
99,900
100,000
0,100
-
99,900
100,000
0,100
-
Pozolani S.A. Greece
Quarries & Aggregates - 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
Quarries of Tanagra S.A. Greece Quarries & Aggregates - 100,000 - 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
Trojan Cem EOOD Bulgaria Trading Company - 94,835 - 94,835
Zlatna Panega Beton EOOD Bulgaria Ready Mix - 99,989 - 99,989
Zlatna Panega Cement AD Bulgaria Cement Producer - 99,989 - 99,989
Cementi Crotone S.R.L. Italy Trading Company - 100,000 - 100,000
Fintitan SRL Italy Trading Company 100,000 - 100,000 -
Cementi ANTEA SRL Italy Trading Company - 60,000 - 60,000
Separation Technologies Canada Ltd Canada Fly Ash Process - 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
Balkan Cement Enterprises 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 - 100,000 - 100,000
Titan Cement Cyprus Limited Cyprus Investment Holding Company - 100,000 - 100,000
Tithys Ltd Cyprus Investment Holding Company - 100,000 - 100,000
Terret Enterprises Ltd Cyprus Investment Holding Company - 50,996 - 50,996
Sharr Beteiligungs GmbH Germany Investment Holding Company - 50,996 - 50,996
Kosovo Construction Materials L.L.C. Kosovo Quarries & Aggregates - 50,996 - 50,996
Sharrcem SH.P.K. Kosovo Cement Producer - 50,996 - 50,996
Alexandria Portland Cement Co. S.A.E Egypt Cement Producer - 82,513 - 82,513
Beni Suef Cement Co.S.A.E. Egypt Cement Producer - 85,513 - 85,513
Misrieen Titan Trade & Distribution Egypt Trading Company - 90,256 - 90,256
Titan Beton & Aggregate Egypt LLC Egypt Quarries & Aggregates - 83,118 - 83,118
Separation Technologies U.K. Ltd U.K. Fly Ash Process - 100,000 - 100,000
Titan Cement U.K. Ltd U.K. Trading Company 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 - 82,717 - 82,717
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 (continued)

31/3/2011 31/12/2010
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. Fly Ash Process - 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 - 100,000
Stari Silo Company DOO Serbia Trading Company - 100,000 - 100,000
TCK Montenegro DOO Montenegro Trading Company - 100,000 - 100,000
Cement Plus LTD F.Y.R.O.M Trading Company - 61,643 - 61,643
Geospan Dooel F.Y.R.O.M Quarries & Aggregates - 99,989 - 99,989
Rudmark DOOEL F.Y.R.O.M Trading Company - 94,835 - 94,835
Usje Cementarnica AD F.Y.R.O.M Cement Producer - 94,835 - 94,835
Vesa DOOL F.Y.R.O.M Trading Company - 100,000 - 100,000
Alba Cemento Italia, SHPK Albania Trading Company - 60,000 - 39,000
Antea Cement SHA Albania Cement Producer - 60,000 - 60,000
Dancem APS Denmark Trading Company - 100,000 - 100,000
Aeas Netherlands B.V. Holland Investment Holding Company - 100,000 - 100,000
Colombus Properties B.V. Holland Investment Holding Company 100,000 - 100,000 -
Holtitan B.V. Holland Investment Holding Company - 100,000 - 100,000
Salentijn Properties1 B.V. Holland Investment Holding Company 100,000 - 100,000 -
Titan Cement Netherlands BV Holland Investment Holding Company - 100,000 - 100,000
Proportionate consolidation method
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
Vris OOD Bulgaria Quarries & Aggregates - 48,764 - 48,764
Transbeton - Domiki S.A. Greece Ready Mix & Aggregates - 49,900 - 49,900

(1) Percentage of investment represents both percentage of shareholding and percentage of control.

The movement of the Company's participation in subsidiaries, is analyzed as follows (all amounts in Euro thousands):

31/3/2011 31/12/2010
Participation in Subsidiaries at 1st January 1.183.721 1.268.502
Share capital increase in subsidiaries 2.000 3.500
Provision for impairment of investments - -7.776 *
Decrease in investment - -81.000
Other 98 495
Participation in Subsidiaries at 31st March 1.185.819 1.183.721

*The increase in share capital in subsidiaries includes the amount of € 5,074 thousand that involves contribution of assets and capitalization of receivables.

6. Fiscal years unaudited by the tax authorities

Τitan Cement Company S.A 2008-2010 Cementi Crotone S.R.L. 2009-2010
Achaiki Maritime Company 2010 Dancem APS 2009-2010
Aeolian Maritime Company 2010 Titan Cement Cyprus Limited 2006-2010
Albacem S.A. 2010 KOCEM Limited 2006-2010
Arktias S.A. 2010 Fintitan SRL (1)
AVES AFOI Polikandrioti S.A. 2010 Cementi ANTEA SRL 2010
Dodekanesos Quarries S.A. 2010 Colombus Properties B.V. 2010
Interbeton Construction Materials S.A. 2005-2010 Holtitan B.V. 2008-2010
Intercement S.A. 2010 Aeas Netherlands B.V. 2010
Intertitan Trading International S.A. 2007-2010 Titan Cement U.K. Ltd (1)
Ionia S.A. 2007-2010 Separation Technologies U.K. Ltd (1)
Lakmos S.A. 2010 (3) Τitan Αmerica LLC 2008-2010
Leecem S.A. 2010 Separation Technologies Canada Ltd 2008-2010
Naftitan S.A. 2010 Stari Silo Company DOO 2008-2010
Pozolani S.A. 2010 Cementara Kosjeric AD 2006-2010
Porfirion S.A. 2010 Adocim Cimento Beton Sanayi ve Ticaret A.S. 2006-2010
Polikos Maritime Company 2000-2010 TCK Montenegro DOO 2007-2010
Vahou Quarries S.A. 2010 Double W & Co OOD 2005-2010
Gournon Quarries S.A. 2010 Granitoid AD 2007-2010
Quarries of Tagaradon Community S.A. 2010 Gravel & Sand PIT AD 2005-2010
Quarries of Tanagra S.A. 2010 Trojan Cem EOOD 2010
Sigma Beton S.A. 2010 Zlatna Panega Beton EOOD 2005-2010
Titan Atlantic Cement Industrial and Commercial S.A. 2010 Zlatna Panega Cement AD 2009-2010
Titan Cement International Trading S.A. 2010 Cement Plus LTD 2009-2010
Aemos Cement Ltd 2004-2010 Geospan Dooel 2010
(2) Alvacim Ltd 2006-2010 Rudmark DOOEL 2006-2010
(2) Balkcem Ltd 2004-2010 Usje Cementarnica AD 2009-2010
Iapetos Ltd 2003-2010 Titan Cement Netherlands BV 2010
Rea Cement Ltd 2003-2010 Alba Cemento Italia, SHPK 2009-2010
Themis Holdings Ltd 2005-2010 Antea Cement SHA 2009-2010
(2) Tithys Ltd 2004-2010 Alexandria Development Co.Ltd (1)
Feronia Holding Ltd 2006-2010 Alexandria Portland Cement Co. S.A.E 2006-2010
Vesa DOOL 2006-2010 Balkan Cement Enterprises Ltd 2004-2010
Terret Enterprises Ltd 2009-2010 Beni Suef Cement Co.S.A.E. 2006-2010
Sharr Beteiligungs GmbH 2010 East Cement Trade Ltd 2003-2010
Kosovo Construction Materials L.L.C. 2010 Titan Beton & Aggregate Egypt LLC 2005-2010
Sharrcem SH.P.K. 2010 Titan Egyptian Inv. Ltd (1)
Salentijn Properties1 B.V. 2010 Misrieen Titan Trade & Distribution 2005-2010
Titan Global Finance PLC 2008-2010

(1) Under special tax status.

(2) The fiscal year of 2007 has been audited.

(3) Companies operating in the U.S., are incorporated in Titan America LLC subgroup (note 5).

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 to secure loans for the assets of the Group's joint venture Adocim Cimento Beton Sanayi ve Ticaret A.S. in Turkey and they are analyzed as follows: -Mortgage on assets of the amount of €54 m to secure a loan of €36 m.

-Second-line mortgage on assets of the amount of TL 26 m (€11.8 m) to secure loans of TL 9.7 m (€4.4 m) and \$5.0 m (€3.5 m).

8. Number of employees

Number of employees at the end of the reporting period: Group 5,916 (31.3.2010 5,700), Parent Company 951 (31.3.2010 1,015).

9. Capital expenditure and disposals

Capital expenditure for the first three months of 2011, excluding fixed assets acquired through a business combination and intangibles, amounted to: Group €15.2 m (31.3.2010 €18.7 m), Parent Company €0.8 m (31.3.2010 €1.5 m). Assets with a net book value of €1.6 m have been disposed of by the Group during the three months ended 31 March 2011 (31.3.2010: €0.2 m) resulting in a net gain €2.2 m (31.3.2010: gain €0.3 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

The total number of its own shares that the Company holds as at 31.3.2011 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. The above shares represent 3.71% of the Company's total share capital.

12. Provisions

Other provisions' balance (short and long term) as of 31.3.2011 amount to €18.6 m for the Group, and €7.7 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 nine months of 2010 and intercompany balances as of 30 September 2010, according to I.A.S. 24 are as follows:

Company
--------- --
Amounts in € thousands Sales of goods &
services
Purchases of
goods & services
Receivables Liabilities
Aeolian Maritime Company - - - 664
Achaiki Maritime Co. - - - 2.400
Albasem S.A. - - - 7
Interbeton Construction Materials S.A. 8.784 1.141 9.993 -
Intertitan Trading International S.A. 1.662 - - -
Ionia S.A. 54 - 250 -
Gournon Quarries S.A. - - 816 -
Naftitan S.A. 6 - - 471
Polikos Maritime Company - - - 700
Titan Cement International Trading S.A. 1 - 330 -
Fintitan S.r.l. - - 894 -
T.C.U.K. Ltd 3.030 - 2.263 -
Usje Cementarnica AD 5.235 - 1.524 -
Beni Suef Cement Co.S.A.E. 105 - 61 -
Cementara Kosjeric AD 40 - 55 -
Zlatna Panega Cement AD 15 - 15 -
Τitan Αmerica LLC 23 - 34 -
Antea Cement SHA 846 - 4.668 -
Titan Global Finance PLC - 7.058 - 631.336
Other affiliates 17 - 48 -
Other interrelated parties - 860 - 984
Executives and members of the Board - 742 17 992
19.818 9.801 20.968 637.554

Group

Amounts in € thousands Sales of goods &
services
Purchases of
goods & services
Receivables Liabilities
Other interrelated parties - 860 - 984
Executives and members of the Board - 790 17 992
- 1.650 17 1.976

Notes to the Interim Condensed Financial Statements

14. Borrowings

Titan Global Finance PLC ( TGF) , a subsidiary of Titan Cement Company S.A., executed on January 5th, 2011 in London, UK, a new EUR 585,000,000 multicurrency forward start syndicated revolving credit facility, guaranteed by Titan Cement Company S.A. The new facility will mature in January 2015 and will be used for refinancing TGF's existing syndicated multicurrency revolving credit facility maturing in April 2012 and, thereafter, for general corporate purposes of the Group.

On 7.1.2011, the Company executed a four year syndicated bond loan of € 135.000.000 principal, aiming to further strengthen the Group's liquidity profile.

15. Financial instruments

Cash flow hedges

Upon execution by the Group's subsidiary Titan America LLC in 2009 of a Euro 100 million borrowing from Titan Global Finance, Titan America LLC also entered into a Euro 100 million forward foreign currency exchange contract with three third party financial institutions. The transaction was undertaken in order to hedge the foreign currency risk (\$ vs €) associated with the Euro denominated borrowing. At the inception of the hedge relationship, Titan America LLC formally designated and documented the hedge as a cash flow hedge and the risk management objective and strategy for undertaking the hedge. The terms of the forward foreign currency exchange contract have been negotiated to match the terms of the Euro Loan and the hedge was assessed to be highly effective.

The derivative financial instrument was initially recognized at fair value on the effective date of the contract, and is being subsequently remeasured at fair value. As of March 31, 2011, the fair value of the derivative contract was recorded as a liability of \$6,978 thousand (€4,912 thousand) in the statement of financial position. As this derivative instrument has been designated as a cash flow hedge, any gains or losses arising from changes in fair value of the derivative are recognized in other comprehensive income/loss as a separate component of equity. Consequently, as of March 31,2011 an unrealised loss of \$ 2,523 thousand (€1,863 thousand) and a deferred tax charge of \$ 984 thousand (€726 thousand) was recognized.

Fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuing technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

During the reporting period there were no transfers between level 1 and level 2 fair value measurement, and no transfers into and out of level 3 fair value measurement.

As at March 31, 2011, the Group and the Company held the following financial instruments measured at fair value:

Group Fair value
hierarchy
(all amounts in Euro thousands) Fair value Fair value
31.3.2011 31.12.2010 31.3.2011 31.12.2010
Financial assets
Available for-sale financial assets 2.338 2.274 - - Level 2
Derivative financial instruments - 1.745 - - Level 2
Financial liabilities
Other non current liabilities 21.886 21.134 - - Level 3
Derivative financial instruments 5.908 10.200 577 687 Level 2

16. Other reserves

(all amounts in Euro thousands)

Group Legal reserve Special reserve Contingency
reserve
Tax exempt
reserves under
special laws
Revaluation
reserve
Currency
translation
differences on
derivative
hedging
position
Foreign
currency
translation
reserve
Total other
reserves
Balance at 1 January 2010 78.413 14.829 270.316 143.101 117.563 47.788 -237.660 434.350
Other comprehensive income/(loss)
Acquisitions non-controlling interest
Non-controlling interest's put option
-
-
-
-
-
-
-
-1.470
-111
-
383
-
68.196
-
68.468
-1.470
recognition - - - - -1.302 - - -1.302
Transfer between reserves - - - - -2.428 - - -2.428
Balance at 31 March 2010 78.413 14.829 270.316 141.631 113.722 48.171 -169.464 497.618
Balance at 1 January 2011 80.912 11.079 265.911 151.019 97.166 42.590 -172.016 476.661
Other comprehensive income/(loss)
Non-controlling interest's put option
- - - - 49 -1.137 -62.445 -63.533
recognition - - - - -2.413 - - -2.413
Transfer between reserves - - - - -1.905 - - -1.905
Balance at 31 March2011 80.912 11.079 265.911 151.019 92.897 41.453 -234.461 408.810
Currency
Company Legal reserve Special reserve Contingency
reserve
Tax exempt
reserves under
special laws
Revaluation
reserve
translation
differences on
derivative
hedging
position
Total other
reserves
Balance at 1 January 2010 66.567 1.769 258.451 126.332 - 48.346 501.465
Balance at 31 March 2010 66.567 1.769 258.451 126.332 - 48.346 501.465
Balance at 1 January 2011 68.650 1.769 254.017 134.283 - 48.346 507.065
Balance at 31 March2011 68.650 1.769 254.017 134.283 - 48.346 507.065

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

Group

The following comments present significant movements between the periods presented in these consolidated financial statements:

`

  • Group's property, plant and equipment decreased by €102.8 m., mainly due to exchange differences losses amounted of €90.8 m. and the amount of €25.5m which concern period's depreciation. The above movement includes also the amount of €15.5 m. which relates to new additions.

-Group's intangible assets decreased by €18,8 m as a result of exchange differences losses of €14.6 m. and by period's depreciation of €4.1 m..

-Group's inventories decreased by €3.4 m., 4.7 million of which are attributable to the delivery of solid fuels, and €8.0m. is due to exchange differences losses.

-Group's total borrowings (long and short term) increased by €19.1 m.. Excluding the positive foreign exchange impact amounted of €14.2 m, the increase would be €33.3 m.

-Group's net deferred tax liabilities have decreased by €17.9 m., due to the negative impact of foreign exchange differences amounted of €12.0 m., and the deferred tax gain, which has been recorded in the first quarter's interim income statement, amounted of €5.1 m..

-The balance of derivative financial instruments included in non current liabilities, increased by €4,6 m as a result of foreign exchange forward contracts held by the Group for loan hedging purposes.

'-Trade and other payables decreased by €25.7 m. as a result of the repayment of matured liabilities. The above variation includes the amount of €4.7 m. which is attributable to US real estate tax and the amount of €7.2 m. which relates to interest paid.

-The overall net decrease in other operating income/(expenses) of €9.5 m. includes among others the amount of €8.1 m., which concerns revenue on termination of option agreement recorded in 2010.

-Foreign exchange losses increased during the third Quarter by €16,2 m., is mainly attributable to the valuation of Group subsidiaries intercompany loans recorded in currencies other than local (€ loans in Egypt, and Albania). Furthermore, the variability that is recorded in the profit/loss due to foreign exchange rate fluctuations will continue affecting the Group's performance until the full repayment of the respective loans.

-Finance expenses of the Group decreased by €2.6 m., as a result of the significant decrease of total borrowings, compared with the corresponding first quarter of 2010.

17. Significant movements in consolidated balance sheet and profit and loss items (continued)

Company

-The decline in building activity in the domestic market, as well as the recent political upheaval in the Southeastern Mediterranean basin, had a negative impact on both the Company's domestic sales and exports. Thus total revenue declined by 37.8% compared to the same period in 2010, significantly affecting earnings before interest, taxes, depreciation and amortization (EBITDA) which declined by 72.8%.

-It should be noted that the efforts at cost containment resulted in a 13.8% decline in administative costs, compared to the first 3 months of 2010.

-During the first 3 months of 2011 financial expenses increased by 26%, due to the refinancing of loans undertaken by a subsidiary of the company as well as due to the increase in lending rates.

-The €3.4 m. increase in financial assets is due to costs relating to the company's early refinancing of its loans, which will be amortized over the life of the new loans.

18. Share based payment

Programme 2007

On May 29, 2007 the Company approved the introduction of a new, three-year Stock Option Programme (2007 Programme). In the years 2007, 2008 and 2009, executive members of the Company's Board of Directors and senior executives of the Company and its affiliates in Greece and abroad shall be granted options, the exercise of which is subject to the financial results of the Company and the performance of its ordinary share, to acquire up to 500,000 ordinary shares of the Company at a sale price equal to the share's nominal value, that is €4.00 per share.

Under this Programme, the options granted each year have a maturity period of three years and can be exercised after the completion of the three year period. Each option must be exercised within twelve months from its respective vesting period. If the deadline is exceeded then those particular options will irrevocably lapse. All vesting is conditional upon the employee's continued employment throughout the vesting period. The number of options that vest each year will be determined as follows:

1) One-third of options granted vest based on the financial results of the Company.

2) One-third of options granted vest based on the Titan Cement's stock performance relative to three Athens Stock Exchange indices during the three year period.

3) One-third of options granted vest based on the Titan Cement's stock performance relative to that of twelve predefined international cement producing companies during the three year period.

The options granted under the 2007 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, determined using the 2-dimensional Black-Scholes valuation model, was €8.41 per option. The significant inputs into the valuation model were share price at grant date of €20.60, standard deviation of share price 36.71%, dividend yield of 2.07% and the rate of the three-year Greek Government Bonds 3.649%.

During 2010, 37,722 share options were exercised , while 114,222 share options did not vest due to the non compliance to the conditions above and 16,696 share options were cancelled. The remaining options for 83,486 shares have not yet been exercised.

Programme 2010

On June 3, 2010 the Company approved the introduction of a new, three-year Stock Option Programme (2010 Programme). In the years 2010, 2011 and 2012, executive members of the Company's Board of Directors and senior executives of the Company and its affiliates in Greece and abroad shall be granted options, the exercise of which is subject to the financial results of the Company and the performance of its ordinary share, to acquire up to 1,000,000 ordinary shares of the Company at a sale price equal to the share's nominal value, that is €4.00 per share.

Under this Programme, the options granted each year have a maturity period of three years and can be exercised after the completion of the three year period. Each option must be exercised within the year following the one in which the final number of options that can be exercised is determined. If the deadline is exceeded then those particular options will irrevocably lapse. All vesting is conditional upon the employee's continued employment throughout the vesting period. The number of options that vest each year will be determined as follows:

1) One-third of options granted vest based on the financial results of the Company.

2) One-third of options granted vest based on the Titan Cement's stock performance relative to three Athens Stock Exchange indices during the three year period.

3) One-third of options granted vest based on the Titan Cement's stock performance relative to that of ten predefined international cement producing companies during the three year period.

The options granted under the 2010 Programme have been accounted for in terms of the requirements of IFRS 2 ―Share based payments‖.

The fair value of the options granted in 2010 under the Programme of 2010, determined using the Monte Carlo Simulation valuation model, was €5.36 per option. The significant inputs used in the application of the valuation model were share price at grant date of €15.90, standard deviation of share price of 39.42%, dividend yield of 2.68% and the rate of the three-year fixed EUR swap interest rate of 2.247%.

During 2010, 267,720 share options were granted and from this total a number of 2,100 share options were canceled.

19. Contingencies and Commitments

Group Company
31/3/2011 31/12/2010 31/3/2011 31/12/2010
- - 800.308
55.136 60.325 22.814 24.330
11.744 21.614 1.432
66.880 81.939 868.438 826.070
844.192
1.432

Florida Class Action Litigation

A number of ready-mix concrete and construction companies filed class action lawsuits in the United States District Court for the Southern District of Florida (the "District Court") alleging certain antitrust violations made by cement and ready mix concrete companies in the State of Florida.

These lawsuits were consolidated in two complaints which were filed with the District Court naming as defendants eight building materials companies in Florida, including the Company's subsidiary, Tarmac America LLC.

Tarmac America LLC refuses the plaintiffs' allegations, and intends to defend the case vigorously.

Litigation matters in Egypt

In 2007, Beni Suef Cement Company S.A., a Group subsidiary in Egypt, obtained the license for the construction of a second production line at the company's plant through a bidding process ran by the Egyptian Trading and Industrial Authority for the amount of LE134.5m. The Egyptian Industrial Development Authority subsequently raised the value of the license to LE251m. In October 2008, Beni Suef Cement Company S.A. filed a case before the Administrative Court against the Minister of Trade and Industry and the chairman of the Industrial Development Authority requesting an order obliging the Industrial Development Authority to grant the expansion license to Beni Suef Cement Company S.A for LE500. Alternatively, if the court rejects this request, Beni Suef Cement Company S.A. is requesting the price to be the EGP134.5m offered by Beni Suef Cement Company S.A. in the bid. The Group believes the case has a very high probability of being won.

A non-governmental organization, the Nile Agricultural Organisation, has raised a court case against Beni Suef Cement Company S.A., a Group subsidiary in Egypt, claiming that Beni Suef Cement Company S.A. has illegally occupied the plaintiff's land and is seeking compensation to the amount of LE300m. The contested land however has been legally allocated to Beni Suef Cement Company S.A. since many years by the relevant authority, the New Urban Communities Agency, and since 1988 Beni Suef Cement Company S.A. has held the licenses for the exploitation of the quarries on this land. The company believes that there is a very high likelihood the case will be won.

CO2 emissions

Given the reduced demand resulting from the underlying economic crisis, it is estimated that the the Group's available carbon dioxide emissions allowances, overbalance the Group's production needs for the period 2008-2012.

Put option in Antea

The Group has granted to non controlling interest shareholders, European Bank for Reconstruction and Development (EBRD) and International Finance Corporation (IFC) the option to have the Group to purchase their shares in ANTEA Cement SHA at predetermined conditions. On 31.03.2011 the put option's fair value recognized as liability is €21.9 million (31.12.2010: € 21.1 million).

Contingent tax liability

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

(all amounts in Euro thousands) Group
Company
31/3/2011 31/12/2010 31/3/2011 31/12/2010
Bank guarantee letters 14.614 16.769 13.488 15.881

Commitments

Capital commitments

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) 31/3/2011 31/12/2010 31/3/2011 31/12/2010
Property, plant and equipment 19.291 8.675 4.782 5.478
Purchase commitments Group Company
(all amounts in Euro thousands) 31/3/2011 31/12/2010 31/3/2011 31/12/2010
Energy supply contracts (Gas, electricity, etc) 204.485 227.183 - -

The Group's US subsidiary has contracted to purchase raw materials and manufacturing supplies as part of its ongoing operations in Florida. This includes a contract to buy construction aggregates through a multi-year agreement at prevailing market prices.

Operating lease commitments - where a Group Company is the lessee

The Group leases motor vehicles, properties and other equipment under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights.

(all amounts in Euro thousands)

Group Company
31/3/2011 31/12/2010 31/3/2011 31/12/2010
Not later than 1 years 5.795 6.963 598 753
Later than 1 years and not later than 5 years 15.104 15.931 1.237 983
Later than 5 years 17.779 18.903 - -
38.678 41.797 1.835 1.736

20. Principal exchange rates

Balance sheet 31/03/2011 31/12/2010 31/3/2011 vs 31/12/2010
€1 = USD 1,42 1,34 6,3%
€1 = EGP 8,47 7,76 9,1%
€1 = TRY 2,19 2,07 6,1%
1USD=EGP 5,96 5,81 2,7%
€1 = RSD 103,60 105,50 -1,8%
1USD = JPY 82,78 81,31 1,8%
Profit and loss Ave 3M 11 Ave 3M 10 Ave 3M 11 vs 3M 10
€1 = USD 1,39 1,36 2,5%
€1 = EGP 8,21 7,44 10,3%
€1 = TRY 2,20 2,08 5,7%
1USD=EGP 5,90 5,49 7,6%
€1 = RSD 103,81 99,71 4,1%
1USD = JPY 82,27 90,96 -9,6%

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