Quarterly Report • Sep 22, 2015
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
| 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
| (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
| (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 |
| (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 |
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
(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
| (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
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.
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.
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 |
| (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.
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 |
| 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 |
| 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.
| 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.
| 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
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).
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).
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).
Earnings per share have been calculated on the total weighted average number of common and preferred shares, excluding the average number of 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.
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.
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 |
| 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
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.
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.
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 |
(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 |
The following comments present significant movements between the periods presented in these consolidated financial statements:
`
-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.
-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.
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.
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.
| 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 |
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.
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.
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.
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).
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.
| (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 |
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 |
| 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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