Interim / Quarterly Report • Aug 6, 2013
Interim / Quarterly Report
Open in ViewerOpens in native device viewer
| 4. | Statutory Auditors' Review Report on the half-yearly consolidated fi nancial statements | 54 |
|---|---|---|
| 3. | Declaration by the natural persons responsible for the half year fi nancial report | 53 |
| 2.7. Outlook for 2013 | 51 | |
| 2.6. Change in fi nancial position | 51 | |
| 2.5. Change in net income | 51 | |
| 2.4. Change in taxes | 50 | |
| 2.3. Change in fi nancial income | 50 | |
| 2.2. Change in operating income | 45 | |
| 2.1. Change in consolidated sales | 43 | |
| 2. | Half year report | 42 |
| 1.6. Notes to the consolidated fi nancial statements | 9 | |
| 1.5. Statement of changes in consolidated shareholders' equity | 8 | |
| 1.4. Consolidated statement of cash fl ows | 7 | |
| 1.3. Consolidated statement of comprehensive income | 6 | |
| 1.2. Consolidated income statement | 5 | |
| 1.1. Consolidated statement of fi nancial position | 4 | |
| 1. | Consolidated fi nancial statements at June 30, 2013 | 3 |
| 1.1. Consolidated statement of fi nancial position 1.2. Consolidated income statement |
4 5 |
1.4. Consolidated statement of cash fl ows 1.5. Statement of changes in consolidated shareholders' equity |
7 8 |
|---|---|---|---|
| 1.3. Consolidated statement of comprehensive income |
6 | 1.6. Notes to the consolidated fi nancial statements |
9 |
11 1
| (in thousands of euros) | Notes | June 30, 2013 | December 31, 2012 (a) |
|---|---|---|---|
| ASSETS | |||
| NON CURRENT ASSETS | |||
| Goodwill | 3 | 976,111 | 995,320 |
| Other intangible assets | 4 | 97,625 | 100,417 |
| Property, plant and equipment | 5 | 2,198,220 | 2,271,210 |
| Investment properties | 19,188 | 19,557 | |
| Investments in associated companies | 37,714 | 37,731 | |
| Deferred tax assets | 99,491 | 89,162 | |
| Receivables and other non current fi nancial assets | 117,135 | 100,332 | |
| Total non current assets | 3,545,484 | 3,613,729 | |
| CURRENT ASSETS | |||
| Inventories and work in progress | 368,391 | 381,893 | |
| Trade and other accounts | 453,647 | 354,877 | |
| Current tax assets | 25,631 | 29,455 | |
| Other receivables | 149,250 | 146,458 | |
| Cash and cash equivalents | 6 | 206,979 | 237,344 |
| Total current assets | 1,203,898 | 1,150,027 | |
| TOTAL ASSETS | 4,749,382 | 4,763,756 | |
| LIABILITIES | |||
| SHAREHOLDERS' EQUITY | |||
| Share capital | 7 | 179,600 | 179,600 |
| Additional paid in capital | 11,207 | 11,207 | |
| Consolidated reserves | 1,834,779 | 1,890,004 | |
| Shareholders' equity | 2,025,586 | 2,080,811 | |
| Minority interests | 303,911 | 334,036 | |
| Shareholders' equity and minority interests | 2,329,497 | 2,414,847 | |
| NON CURRENT LIABILITIES | |||
| Provisions for pensions and other post employment benefi ts | 8 | 102,333 | 120,951 |
| Other provisions | 8 | 79,534 | 84,334 |
| Financial debts and put options | 9 | 1,252,153 | 1,197,703 |
| Deferred tax liabilities | 216,045 | 216,180 | |
| Other non current liabilities | 7,222 | 26,557 | |
| Total non current liabilities | 1,657,287 | 1,645,725 | |
| CURRENT LIABILITIES | |||
| Provisions | 8 | 10,639 | 9,967 |
| Financial debts and put options at less than one year | 9 | 258,617 | 232,352 |
| Trade and other accounts payable | 283,492 | 260,189 | |
| Current taxes payable | 24,139 | 27,751 | |
| Other liabilities | 185,711 | 172,925 | |
| Total current liabilities | 762,598 | 703,184 | |
| Total liabilities | 2,419,885 | 2,348,909 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 4,749,382 | 4,763,756 |
| (in thousands of euros) | Notes | June 30, 2013 | June 30, 2012 (a) |
|---|---|---|---|
| NET SALES | 11 | 1,147,683 | 1,128,773 |
| Goods and services purchased | (751,809) | (727,168) | |
| ADDED VALUE | 1.21 | 395,874 | 401,605 |
| Personnel costs | (183,598) | (183,492) | |
| Taxes | (22,314) | (25,025) | |
| GROSS OPERATING EARNINGS | 1.21 & 14 | 189,962 | 193,088 |
| Depreciation, amortization and provisions | 12 | (92,206) | (95,159) |
| Other income (expense) | 13 | 9,279 | 6,616 |
| OPERATING INCOME | 14 | 107,035 | 104,545 |
| Cost of net borrowings and fi nancial liabilities | 15 | (19,521) | (18,036) |
| Other revenues | 15 | 3,414 | 4,520 |
| Other costs | 15 | (5,368) | (6,043) |
| NET FINANCIAL INCOME (EXPENSE) | 15 | (21,475) | (19,559) |
| Earnings from associated companies | 2,140 | 1,600 | |
| EARNINGS BEFORE INCOME TAX | 87,700 | 86,586 | |
| Income taxes | 16 | (28,516) | (26,036) |
| NET INCOME | 59,184 | 60,550 | |
| Portion attributable to minority interests | 4,307 | 9,252 | |
| PORTION ATTRIBUTABLE TO GROUP SHARE | 54,877 | 51,298 | |
| EBITDA | 1.21 & 14 | 201,374 | 200,608 |
| EBIT | 1.21 & 14 | 105,282 | 105,199 |
| CASH FLOW FROM OPERATIONS | 138,247 | 149,605 | |
| Earnings per share (in euros) | |||
| Basic and diluted earnings per share | 7 | 1.22 | 1.14 |
| (in thousands of euros) | June 30, 2013 | June 30, 2012 (a) |
|---|---|---|
| NET CONSOLIDATED INCOME | 59,184 | 60,550 |
| Other comprehensive income items | ||
| Items not recyclable to the income statement : | ||
| Actuarial gains and losses on employee benefi ts | 20,918 | (18,362) |
| Income tax related to non-recyclable items | (6,045) | 6,046 |
| Items recyclable to the income statement : | ||
| Net income from change in translation diff erences | (79,743) | 25,602 |
| Cash fl ow hedge instruments | (6,299) | (3,944) |
| Income tax related to recyclable items | 2,237 | 2,322 |
| OTHER COMPREHENSIVE INCOME (NET OF INCOME TAX) | (68,932) | 11,664 |
| TOTAL COMPREHENSIVE INCOME | (9,748) | 72,214 |
| Portion attributable to minority interests | (16,036) | 10,649 |
| PORTION ATTRIBUTABLE TO GROUP SHARE | 6,288 | 61,565 |
| (in thousands of euros) | Notes | June 30, 2013 | June 30, 2012 (a) |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Consolidated net income | 59,183 | 60,550 | |
| Earnings from associated companies | (2,140) | (1,600) | |
| Dividends received from associated companies | 331 | 1,578 | |
| Elimination of non cash and non operating items : | |||
| - depreciation, amortization and provisions | 93,860 | 97,554 | |
| - deferred taxes | (10,090) | (7,314) | |
| - net (gain) loss from disposal of assets | (1,906) | (172) | |
| - unrealized fair value gains and losses | (985) | (975) | |
| - other | (7) | (15) | |
| Cash fl ows from operating activities | 138,246 | 149,606 | |
| Change in working capital from operating activities - net | (73,226) | (84,816) | |
| Net cash fl ows from operating activities (1) | 18 | 65,020 | 64,790 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Outfl ows linked to acquisitions of fi xed assets : | |||
| - property, plant and equipment and intangible assets | (90,449) | (146,615) | |
| - fi nancial investments | (1,398) | (3,138) | |
| Infl ows linked to disposals of fi xed assets : | |||
| - property, plant and equipment and intangible assets | 5,228 | 1,988 | |
| - fi nancial investments | 1,290 | 2,838 | |
| Impact of changes in consolidation scope | (314) | (900) | |
| Net cash fl ows from investing activities | 19 | (85,643) | (145,827) |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Dividends paids | (79,839) | (87,475) | |
| Increases in capital | |||
| Increases in borrowings | 84,402 | 109,487 | |
| Redemptions of borrowings | (21,931) | (43,898) | |
| Acquisitions of treasury shares | (5,240) | (6,066) | |
| Disposals - allocations of treasury shares | 8,642 | 9,461 | |
| Net cash fl ows from fi nancing activities | (13,966) | (18,491) | |
| Impact of changes in foreign exchange rates | (8,428) | 3,340 | |
| Change in cah position | (43,017) | (96,188) | |
| Net cash and cash equivalents - opening balance | 20 | 225,079 | 344,013 |
| Net cash and cash equivalents - closing balance | 20 | 182,062 | 247,825 |
(1) Including cash fl ows from income taxes € (32,854) thousand in 2013 and € (24,465) thousand in 2012.
Including cash fl ows from interests paid and received € (19,643) thousand euros in 2013 and € (15,092) thousand in 2012.
| (In thousands of euros) | Capital | Additional paid-in capital |
Treasury shares |
Conso lidated reserves |
Translation reserves |
Share holders' equity |
Minority interests |
Total share holders' equity and minority interets |
|---|---|---|---|---|---|---|---|---|
| At January 1, 2012 (a) | 179,600 | 11,207 | (83,890) | 2,049,524 | (76,052) | 2,080,389 | 349,011 | 2,429,400 |
| Consolidated net income | 51,297 | 51,297 | 9,253 | 60,550 | ||||
| Other comprehensive income | (14,312) | 24,580 | 10,268 | 1,396 | 11,664 | |||
| Total comprehensive income (a) | 36,985 | 24,580 | 61,565 | 10,649 | 72,214 | |||
| Dividends paids | (66,039) | (66,039) | (21,987) | (88,026) | ||||
| Net change in treasury shares | 4,833 | (943) | 3,890 | 3,890 | ||||
| Changes in consolidation scope | (746) | (746) | (154) | (900) | ||||
| Increases in share capital | (942) | (942) | 4,230 | 3,288 | ||||
| Other changes | 127 | 127 | (141) | (14) | ||||
| Au June 30, 2012 (a) | 179,600 | 11,207 | (79,058) | 2,017,966 | (51,473) | 2,078,243 | 341,608 | 2,419,851 |
| At January 1, 2013 (a) | 179,600 | 11,207 | (78,681) | 2,076,581 (107,896) | 2,080,811 | 334,036 | 2,414,847 | |
| Consolidated net income | 54,877 | 54,877 | 4,307 | 59,184 | ||||
| Other comprehensive income | 10,558 | (59,147) | (48,589) | (20,343) | (68,932) | |||
| Total comprehensive income | 65,435 | (59,147) | 6,288 | (16,036) | (9,748) | |||
| Dividends paids | (66,016) | (66,016) | (14,055) | (80,071) | ||||
| Net change in treasury shares | 3,927 | (344) | 3,583 | 3,583 | ||||
| Changes in consolidation scope | (51) | (51) | ||||||
| Increases in share capital | ||||||||
| Other changes | 920 | 920 | 17 | 937 | ||||
| Au June 30, 2013 | 179,600 | 11,207 | (74,754) | 2,076,576 (167,043) | 2,025,586 | 303,911 | 2,329,497 | |
(a) Due to the retroactive application of amended IAS19, the fi nancial statements for the year ended December 31, 2012 were restated in accordance with the new standards for purposes of comparison. The impacts are detailed in the note 24.
Group translation diff erences at June 30th, 2013 are broken down by currency as follows (in thousands of euros) :
| (114,498) | |
|---|---|
| Indian rupee | |
| Mauritanian ouguiya | (3,857) |
| Kazakh tengue | (27,668) |
| Egyptian pound | (47,914) |
| Turkish new lira | (93,039) |
| Swiss franc | 122,103 |
| US Dollar | (2,170) |
In compliance with European Regulation (eC) 1606/2002 issued by the European Parliament on July 19, 2002 on the enforcement of International Accounting Standards, Vicat's consolidated fi nancial statements have been prepared, since January 1, 2005 in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The Vicat group has adopted those standards that are in force on June 30, 2013 for its benchmark accounting policies.
The standards, interpretations and amendments published by the IASB but not yet in eff ect as of June 30, 2013 were not applied ahead of schedule in the group's consolidated fi nancial statements at the closing date. This relates mainly amendments concerning IFRS 10 (Consolidated fi nancial statements), IFRS 11 (Joint arrangements), IFRS 12 (Disclosure of interests in other entities), IAS 27 (Separate fi nancial statements), IAS 28 (Investments in associates and joint ventures) and IAS32 (Financial instruments – presentation).
The consolidated fi nancial statements at June 30, 2013 were prepared in accordance with IAS34 « Interim Financial Reporting ». As condensed fi nancial statements, they have to be read in relation with those prepared for the annual year ended December 31, 2012 in accordance with International Financial Reporting Standards (IFRS). Moreover they present comparative data for the previous year prepared under these same IFRS. The accounting methods and policies applied in the consolidated statements as at June 30, 2013 are consistent with those applied by the group as at December 31, 2012, except for the standard IAS19 amended « Employee benefi ts » which is eff ective in a mandatorily on a retroactive basis for the period beginning on or after January 1, 2013.
This amended standard has the following impacts:
Due to the retroactive nature of amended IAS 19, the fi nancial statements for the year 2012 were restated in accordance with the new standards for purposes of comparison. The detailed impacts of the fi rst-time adoption of amended IAS 19 are presented in notes 24.
These fi nancial statements were fi nalized and approved by the Board of Directors on August 1st, 2013.
The fi nancial statements are presented in thousands of euros.
The statement of comprehensive income is presented by type in two statements: the consolidated income statement and the consolidated statement of other comprehensive income.
The consolidated statement of fi nancial position segregates current and non-current asset and liability accounts and splits them according to their maturity (divided, generally speaking, into maturities of less than and more than one year).
The statement of cash fl ows is presented according to the indirect method.
The fi nancial statements were prepared using the historical cost method, except for the following assets and liabilities, which are recognized at fair value: derivatives, assets held for trading, assets available for sale, and the portion of assets and liabilities covered by an hedging transaction.
The accounting principles and valuation methods described hereinafter have been applied on a permanent basis to all of the fi nancial years presented in the consolidated fi nancial statements.
The establishment of consolidated fi nancial statements under IFRS requires the Group's management to make a number of estimates and assumptions, which have a direct impact on the fi nancial statements. These estimates are based on the going concern principle and are established on the basis of the information available at the date they are carried out. They concern mainly the assumptions used to:
The estimates and assumptions are reviewed regularly, whenever justifi ed by the circumstances, at least at the end of each year, and the pertinent items in the fi nancial statements are updated accordingly.
When a company is acquired, the fair value of its assets and liabilities is evaluated at the acquisition date.
The earnings of the companies acquired or disposed of during the year are recorded in the consolidated income statement for the period subsequent or previous to, depending on the case, the date of the acquisition or disposal.
The group fi nancial statements at June 30, 2013 are consolidated, and any necessary adjusting entries are made to restate them in accordance with the Group accounting principles. All material intercompany balances and transactions are eliminated during the preparation of the consolidated fi nancial statements.
Companies that are controlled exclusively by Vicat, directly or indirectly, are fully consolidated.
Joint ventures, which are jointly controlled and operated by a limited number of shareholders, are proportionally consolidated.
Investments in associated companies over which Vicat exercises notable control are reported using the equity method. Any goodwill generated on the acquisition of these investments is presented on the line "Investments in associated companies (equity method)."
The list of the principal companies included in the consolidation scope at June 30, 2013 is provided in Note 23.
With eff ect from January 1, 2010, business combinations are reported in accordance with IFRS 3 "Business Combinations" (Revised) and IAS 27 "Consolidated and Separate Financial Statements" (Revised). As these revised standards apply prospectively, they do not aff ect business combinations carried out before January 1, 2010.
These are reported using the acquisition method. Goodwill corresponds to the diff erence between the acquisition cost of the shares in the acquired company and purchaser's pro-rata share in the fair value of all identifi ed assets, liabilities and contingent liabilities at the acquisition date. Goodwill on business combinations carried out after January 1, 2004 is reported in the currency of the company acquired. Applying the option off ered by IFRS 1, business combinations completed before the transition date of January 1, 2004 have not been restated, and the goodwill arising from them has been maintained at its net value in the balance sheet prepared according to French GAAP as at December 31, 2003.
In the event that the pro-rata share of interests in the fair value of net assets, liabilities and contingent liabilities acquired exceeds their cost ("negative goodwill"), the full amount of this negative goodwill is recognized in the income statement of the reporting period in which the acquisition was made, except for acquisitions of minority interests in a company already fully consolidated, in which case this amount is recognized in the consolidated shareholders' equity.
The values of assets and liabilities acquired through a business combination must be defi nitively determined within 12 months of the acquisition date. These values may thus be adjusted at any closing date within that time frame.
Minority interests are valued on the basis of their pro-rata share in the fair value of the net assets acquired.
If the business combination takes place through successive purchases, each material transaction is treated separately, and the assets and liabilities acquired are so valued and goodwill thus determined.
IFRS 3 "Business Combination" (Revised), which is mandatory for business combinations carried out on or after January 1, 2010, introduces the following main changes compared with the previous IFRS 3 (before revision):
The Group then has the option, in the case of each business combination, on takeover of control, to value the minority interests:
Valuation of the minority interests at fair value has the eff ect of increasing the goodwill by the amount attributable to such minority interests, translated by the recognition of goodwill as "full".
In compliance with IAS 36 (see note 1.11), at the end of each year, and in the event of any evidence of impairment, goodwill is subjected to an impairment test, consisting of a comparison of its net carrying cost with its value in use as calculated on a discounted projected cash fl ow basis. When the latter is below carrying cost, an impairment loss is recognized for the corresponding loss of value.
Transactions in foreign currencies:
Transactions in foreign currencies are translated into the operating currency at the exchange rates in eff ect on the transaction dates. At the end of the year, all monetary assets and liabilities denominated in foreign currencies are translated into the operating currency at the year-end exchange rates, and the resulting exchange rate diff erences are recorded in the income statement.
All assets and liabilities of Group companies denominated in foreign currencies that are not hedged are translated into euros at the year-end exchange rates, while income and expense and cash fl ow statement items are translated at average exchange rates for the year. The ensuing translation diff erences are recorded directly in shareholders' equity.
In the event of a later sale, the cumulative amount of translation diff erences relating to the net investment sold and denominated in foreign currency is recorded in the income statement. Applying the option off ered by IFRS 1, translation diff erences accumulated before the transition date were zeroed out by allocating them to consolidated reserves at that date. They will not be recorded in the income statement in the event of a later sale of these investments denominated in foreign currency.
The following foreign exchange rates were used:
| Average rate | |||
|---|---|---|---|
| June 30, 2013 | December 31, 2012 | June 30, 2013 | June 30, 2012 |
| 1.3080 | 1.3194 | 1.3178 | 1.2968 |
| 1.2338 | 1.2072 | 1.2297 | 1.2048 |
| 9.1342 | 8.3928 | 8.9537 | 7.8527 |
| 2.5210 | 2.3551 | 2.3873 | 2.3360 |
| 198.3600 | 199.2200 | 198.2833 | 192.3870 |
| 394.8500 | 400.3785 | 389.2570 | 384.3280 |
| 77.7210 | 72.5600 | 72.3067 | 67.6102 |
| Closing rate |
Intangible assets (mainly patents, rights and software) are recorded in the consolidated statement of fi nancial position at historical cost less accumulated amortization and any impairment losses. This cost includes acquisition or production costs and all other directly attributable costs incurred for the acquisition or production of the asset and for its commissioning.
Assets with fi nite lives are amortized on a straight-line basis over their useful life (generally not exceeding 15 years).
Research costs are recognized as expenses in the period in which they are incurred. Development costs meeting the criteria defi ned by IAS 38 are capitalized.
In the absence of a defi nitive IASB standard concerning greenhouse gas emission quotas, the following accounting treatment has been applied:
Property, plant and equipment are reported in the consolidated statement of fi nancial position at historical cost less accumulated depreciation and any impairment losses, using the component approach provided for in IAS 16. When an article of property, plant and equipment comprises several signifi cant components with diff erent useful lives, each component is amortized on a straight-line basis over its respective useful life, starting at commissioning.
Main amortization durations are presented below depending on the assets category:
| Cement assets | Concrete & aggregates assets | |
|---|---|---|
| Civil engineering | 15 to 30 years | 15 years |
| Major installations | 15 to 30 years | 10 to 15 years |
| Other industrial equipment | 8 years | 5 to 10 years |
| Electricity | 15 years | 5 to 10 years |
| Controls and instruments | 5 years | 5 years |
Quarries are amortized on the basis of tonnage extracted during the year in comparison with total estimated reserves.
Certain parcels of land owned by French companies acquired prior to December 31, 1976 were revalued, and the adjusted value was recognized in the fi nancial statements, but without a signifi cant impact on the lines concerned.
Interest expenses on borrowings incurred to fi nance the construction of facilities during the period prior to their commissioning are capitalized. Exchange diff erences arising from foreign currency borrowings are also capitalized inasmuch as they are treated as an adjustment to interest costs and within the limit of the interest charge which would have been paid on borrowings in local currency.
In compliance with IAS 17, leases on which nearly all of the risks and benefi ts inherent in ownership are transferred by the lessor to the lessee are classifi ed as fi nance leases. All other contracts are classifi ed as operating leases.
Assets held under fi nance leases are recorded in tangible assets at the lower of their fair value and the current value of the minimum rent payments at the starting date of the lease and amortized over the shortest duration of the lease and its useful life, with the corresponding debt recorded as a liability.
The Group recognizes its investment properties at historical cost less accumulated depreciation and any impairment losses. They are depreciated on a straight-line basis over their useful life (10 to 25 years). The fair value of its investment properties is calculated by the Group's qualifi ed departments. It is based primarily on valuations made by capitalizing rental income or taking into account market prices observed on transactions involving comparable properties, and is presented in the notes at each year-end.
In accordance with IAS 36, the book values of assets with indefi nite lives are reviewed at each year-end, and during the year, whenever there is an indication that the asset may be impaired. Those with fi nite lives are only reviewed if impairment indicators show that a loss is likely.
An impairment loss has to be recorded as an expense on the income statement when the carrying cost of the asset is higher than its recoverable value. The latter is the higher of the fair value less the costs of sale and the value in use. The value in use is calculated primarily on a discounted projected cash fl ow basis over 10 years, plus the terminal value calculated on the basis of a projection to infi nity of the cash fl ow from operations in the last year. This time period corresponds to the Group's capital-intensive nature and the longevity of its industrial plant.
The projected cash fl ows are calculated on the basis of the following components that have been infl ated and then discounted:
The assumptions used in calculating the depreciation tests are derived from forecasts made by operational staff refl ecting as closely as possible their knowledge of the market, the commercial position of the businesses and the performance of the industrial plant. Such forecasts include the impact of foreseeable developments in cement consumption based on macro-economic and industry sector data, changes likely to aff ect the competitive position, technical improvements in the manufacturing process and expected developments in the cost of the main production factors contributing to the cost price of the products.
In the case of countries subject to social tensions and security concerns, the assumptions used also include the potential improvement resulting from the progressive and partial easing of some of these tensions and concerns, based on recent data and an examination of the eff ect of these tensions on current business conditions.
Projected cash fl ows are discounted at the weighted average capital cost (WACC) before tax, in accordance with IAS 36 requirements. This calculation is made per country, taking into account the cost of risk-free long-term money, market risk weighted by a sector volatility factor, and a country premium refl ecting the specifi c risks of the market in which the concerned cash generating unit operates.
If it is not possible to estimate the fair value of an isolated asset, it is assessed at the level of the cash generating unit that the asset is part of insofar as the industrial installations, products and markets form a coherent whole. The analysis was thus carried out for each geographical area/country/activity, and the cash generating units were determined depending on the existence or not of vertical integration between the Group's activities in the area concerned.
The value of the assets tested, at least annually using this method for each cash generating unit comprises the intangible and tangible non-current assets and the Working Capital Requirement.
These impairment tests are sensitive to the assumptions held for each cash generating unit, mainly in terms of:
Tests are conducted at each year-end on the sensitivity to an increase or decrease of one point in the discount rate applied, in order to assess the eff ect on the value of goodwill and other intangible and tangible assets included in the Group's consolidated fi nancial statements. Moreover, the discount rate includes a country risk premium and an industry sector risk premium refl ecting the cyclical nature of certain factors inherent in the business sector, enabling an understanding of the volatility of certain elements of production costs, which are sensitive in particular to energy costs.
Recognized impairments can be reversed and are recovered in the event of a decrease, except for those corresponding to goodwill, which are defi nitive.
Inventories are valued using the weighted average unit cost method, at the lower of purchase price or production cost, and net market value (sales price less completion and sales costs).
The gross value of merchandise acquired for resale and of supplies includes both the purchase price and all related costs.
Manufactured goods are valued at production cost, including the cost of goods sold, direct and indirect production costs and the depreciation on all consolidated fi xed assets used in the production process.
In the case of inventories of manufactured products and work in progress, the cost includes an appropriate share of fi xed costs based on the standard conditions of use of the production plant.
Inventory depreciations are recorded when necessary to take into account any probable losses identifi ed at year-end.
Cash and cash equivalents include both cash and short-term investments of less than 3 months that do not present any risk of a change in value. The latter are marked to market at the end of the period. Net cash, the change in which is presented in the statement of cash fl ows, consists of cash and cash equivalents less any bank overdrafts.
The Group classifi es its non-derivative fi nancial assets, when they are fi rst entered in the fi nancial statements, in one of the following four categories of fi nancial instruments in accordance with IAS 39, depending on the reasons for which they were originally acquired:
All acquisitions and disposals of fi nancial assets are reported at the transaction date. Financial assets are reviewed at the end of each year in order to identify any evidence of impairment.
The Group classifi es its non-derivative fi nancial assets, when they are fi rst entered in the fi nancial statements, as fi nancial liabilities valued at amortized cost. These comprise mainly borrowings, other fi nancings, bank overdrafts, etc. The Group does not have fi nancial liabilities at fair value through the income statement.
In compliance with IAS 32, Vicat's treasury shares are recognized net of shareholders' equity.
The Group uses hedging instruments to reduce its exposure to changes in interest and foreign currency exchange rates resulting from its business, fi nancing and investment operations. These hedging operations use fi nancial derivatives. The Group uses interest rate swaps and caps to manage its exposure to interest rate risks. Forward FX contracts and currency swaps are used to hedge exchange rate risks.
The Group uses derivatives solely for fi nancial hedging purposes and no instrument is held for speculative ends. Under IAS 39, however, certain derivatives used are not, not yet or no longer, eligible for hedge accounting at the closing date.
Financial derivatives are valued at their fair value in the balance sheet. Except for the cases detailed below, the change in fair value of derivatives is recorded as an off set in the income statement of the fi nancial statement ("Change in fair value of fi nancial assets and liabilities"). The fair values of derivatives are estimated by means of the following valuation models:
Derivative instruments may be designated as hedging instruments, depending on the type of hedging relationship:
Hedge accounting for an asset / liability / fi rm commitment or cash fl ow is applicable if:
The application of hedge accounting results as follow:
The Group recognizes the totality of its post-employment benefi ts in application of IAS19 amended standard.
The regulations, customs and contracts in force in the countries in which the consolidated Group companies are present provide for post-employment benefi ts, such as retirement indemnities, supplemental pension benefi ts, supplemental pensions for senior management, and other long-term post-employment benefi ts, such as medical cover, etc.
Defi ned contribution plan in which contributions are recognized as expenses when they are incurred, does not represent a future liability for the Group, these plans do not require any provisions to be set aside.
Defi ned benefi t plans include all post-employment benefi t programs, other than those under defi ned contribution plans, and represent a future liability for the Group. The corresponding liabilities are calculated on an actuarial basis (wage infl ation, mortality, employee turnover, etc.) using the projected unit credit method, in accordance with the clauses provided for in the collective bargaining agreements and with custom and practice.
Dedicated fi nancial assets, which are mainly equities and bonds, are used to cover all or a part of these liabilities, principally in the United–States and Switzerland.
The net defi ned benefi t liabilities are thus fully recognized in the statement of fi nancial position, that is after deduction of the fair value of such invested assets, after the eff ect of the asset ceiling if applicable. Any surplus of asset is only capitalized in the statement of fi nancial position to the extent that it represents a future economic benefi t that will be eff ectively available to the Group, within the limit of the IAS19 amended.
Actuarial variances arise due to changes in actuarial assumptions and/or variances observed between these assumptions and the actual fi gures. Actuarial gains and losses relating to post-employment benefi ts are recognized under "Other comprehensive income items" and are not recyclable to the income statement.
The Group had chosen to apply the IFRS 1 option and to zero the actuarial variances linked to employee benefi ts not yet recognized on the transition balance sheet by allocating them to shareholders' equity.
Under IAS 27 and IAS 32, the put options granted to minority third parties in fully consolidated subsidiaries are reported in the fi nancial liabilities at the present value of their estimated price with an off set in the form of a reduction in the corresponding minority interests.
The diff erence between the value of the option and the amount of the minority interests is recognized:
The liability is estimated based on the contract information available (price, formula, etc.) and any other factor relevant to its valuation. Its value is reviewed at each year end and the subsequent changes in the liability are recognized:
No impact is reported in the income statement other than the impact of the annual discounting of the liability recognized in the fi nancial income; the income share of the Group is calculated on the basis of the percentage held in the subsidiaries in question, without taking into account the percentage holding attached to the put options.
A provision is recognized when the Group has a current commitment, whether statutory or implicit, resulting from a signifi cant event prior to the closing date which would lead to a use of resources without off set, which can be reliably estimated.
These include, notably, provisions for site reinstatement, which are set aside progressively as quarries are used and include the projected costs related to the Group's obligation to reinstate such sites.
In accordance with IAS 37, provisions whose maturities are longer than one year are discounted when the impact is signifi cant. The eff ects of this discounting are recorded under net fi nancial income.
In accordance with IAS 18, sales are reported at fair value of the consideration received or due, net of commercial discounts and rebates and after deduction of excise duties collected by the Group under its business operations. Sales fi gures include transport and handling costs invoiced to customers.
Sales are recorded at the time of transfer of the risk and signifi cant benefi ts associated with ownership to the purchaser, which generally corresponds to the date of transfer of ownership of the product or performance of the service.
Deferred taxes are calculated at the tax rates passed or virtually passed at the year-end and expected to apply to the period when assets are sold or liabilities are settled.
Deferred taxes are calculated, based on an analysis of the balance sheet, on timing diff erences identifi ed in the Group's subsidiaries and joint ventures between the values recognized in the consolidated statement of fi nancial position and the values of assets and liabilities for tax purposes.
Deferred taxes are recognized for all timing diff erences, including those on restatement of fi nance leases, except when the timing diff erence results from goodwill.
Deferred tax assets and liabilities are netted out at the level of each company. When the net amount represents a receivable, a deferred tax asset is recognized if it is probable that the company will generate future taxable income against which to allocate the deferred tax assets.
In accordance with IFRS 8 "Operating segments" the segment information provided in Note 17 is based on information taken from the internal reporting. This information is used internally by the Group Management responsible for implementing the strategy defi ned by the President of the Board of directors for measuring the Group's operating performance and for allocating capital expenditure and resources to the business segments and geographical areas.
The operating segments defi ned pursuant to IFRS 8 comprise the 3 segments in which the Vicat Group operates: Cement, Concrete & Aggregates and Other Products and Services.
The indicators disclosed were adapted in order to be consistent with those used by the Group Management, while complying with IFRS 8 information requirements: operating and consolidated sales, EBITDA and EBIT (cf. note 1.21), total non-current assets, capital employed (cf. note 17), industrial investments, net depreciation and amortization charges and average number of employees.
The management indicators used for internal reporting are identical to the operating segments and geographical sectors defi ned above and determined in accordance with the IFRS principles applied by the Group in its consolidated fi nancial statements.
The following fi nancial performance indicators are used by the Group, as by other industrial players and notably in the building materials sector, and presented with the income statement:
Added value: the value of production less the cost of goods and services purchased;
Gross Operating Earnings: added value less expenses of personnel, taxes and duties (except income taxes and deferred taxes), plus grants and subsidies;
EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization): the result of adding Gross Operating Earnings and other ordinary income (expense);
EBIT: (Earnings Before Interest and Tax): the result of adding EBITDA and net depreciation, amortization and operating provisions.
Demand is seasonal in the Cement, Ready-Mixed Concrete and Aggregates sectors, tending to decrease in winter in temperate countries and during the rainy season in tropical countries. The Group therefore generally records lower sales in the fi rst and fourth quarters i.e. the winter season in the principal Western European and North American markets. In the second and third quarters, in contrast, sales are higher, due to the summer season.
Vicat's performance in the fi rst half of 2013 refl ects initial signs that the economic environment is stabilising, although the situation continues to vary widely between countries.
The decline in business levels in France, Africa and the Middle East was off set by fi rm momentum in Turkey and Switzerland, where weather conditions were better, together with the confi rmed upturn in US activity and Vicat's ongoing commercial development in Kazakhstan and India. In India, after Vicat Sagar started operating in late 2012, the gradual build-up of production at this new plant enabled the Group to expand its catchment area in a tough competitive context that is resulting in major pressure on prices.
Overall, the Group's business levels increased in the fi rst half of 2013, except in two regions:
Various production units at the Vicat Sagar Cement greenfi eld plant, including the clinker production line, started up progressively during the 4th quarter of 2012. The plant began commercial operations during the 1st quarter of 2013.
The change in the net goodwill by business sector is analyzed in the table below:
| (in thousands of euros) | Cement | Concrete and aggregates |
Other products and services |
Total |
|---|---|---|---|---|
| At december 31, 2011 | 740,947 | 236,963 | 22,285 | 1,000,195 |
| Acquisitions / Additions | 13,079 | 13,079 | ||
| Disposals / Decreases | (54) | (3) | (57) | |
| Change in foreign exchange rates and other | (15,503) | (2,137) | (257) | (17,897) |
| At december 31, 2012 | 725,444 | 247,851 | 22,025 | 995,320 |
| Acquisitions / Additions | 1,157 | 1,157 | ||
| Disposals / Decreases | 0 | |||
| Change in foreign exchange rates and other | (19,706) | (297) | (363) | (20,366) |
| At June 30, 2013 | 705,738 | 248,711 | 21,662 | 976,111 |
In accordance with IFRS 3 and IAS 36, at the end of each year and in the event of any evidence of impairment, goodwill is subject to an impairment test using the method described in notes 1.4 and 1.11.
Considering the very diffi cult macro-economic environment, the Group carried out a review of any evidence of impairment in respect to goodwill at June 30, 2013 which did not result in any recognition of impairment.
At June 30, 2013, goodwill are broken down by Cash Generating Unit (CGU) as follows:
| (in thousands of euros) | June 30, 2013 | December 31, 2012 |
|---|---|---|
| UGT India | 240,331 | 256,690 |
| UGT West Africa Cement | 150,291 | 151,005 |
| UGT France-Italy | 163,956 | 163,178 |
| UGT Switzerland | 132,829 | 133,915 |
| Other cumulated CGU | 288,704 | 290,532 |
| Total | 976,111 | 995,320 |
Other intangible assets are broken down by type as follows:
| (in thousands of euros) | June 30, 2013 | December 31, 2012 |
|---|---|---|
| Concessions, patents and similar rights | 64,720 | 66,321 |
| Software | 4,643 | 5,004 |
| Other intangible assets | 22,320 | 28,026 |
| Intangible assets in progress | 5,942 | 1,066 |
| Other intangible assets | 97,625 | 100,417 |
Net other intangible assets amounted to € 97,625 thousand as at June 30, 2013 compared with € 100,417 thousand at the end of 2012. The change during the 1st semester 2013 was due primarily to € (6,357) thousand in amortization expense, € 6,217 thousand on acquisitions, with the balance resulting from changes in foreign exchange rates, reclassifi cations and disposals.
No development cost was capitalized during the 1st semester 2013 and the year 2012.
With regard to greenhouse gas emission quotas, only the quotas held at year-end in excess of the cumulative actual emissions were recorded in other intangible assets at € 11,998 thousand (€11,290 thousand as at December 31, 2012), corresponding to 1,667 thousand tones (1,503 thousand tones at the year-end 2012). Recording of surpluses, quota sales and quota swaps (EUA) against Emission Reduction Certifi cates (ERCs) were recognized in the income statement for the semester at € 1,759 thousand (€ 3,500 thousand at June 30, 2012).
| Gross values (In thousands of euros) |
Land & buildings |
Industrial equipment |
Other property, plant and equipment |
Fixed assets work- in- progress and advances/ down payments |
Total |
|---|---|---|---|---|---|
| At December 31, 2011 | 983,523 | 2,608,121 | 193,030 | 220,371 | 4,005,045 |
| Acquisitions | 34,097 | 36,004 | 8,748 | 193,412 | 272,261 |
| Disposals | (6,264) | (29,264) | (21,687) | (14) | (57,229) |
| Changes in consolidation scope | 1,305 | 3,085 | 958 | 187 | 5,535 |
| Changes in foreign exchange rates | (7,944) | (22,964) | (817) | (13,706) | (45,431) |
| Other movements | 20,387 | 60,651 | 4,006 | (87,139) | (2,095) |
| At December 31, 2012 | 1,025,104 | 2,655,633 | 184,238 | 313,111 | 4,178,086 |
| Acquisitions | 6,148 | 12,443 | 3,411 | 50,063 | 72,065 |
| Disposals | (4,396) | (6,507) | (3,286) | (31) | (14,220) |
| Changes in consolidation scope | 0 | ||||
| Changes in foreign exchange rates | (21,423) | (52,728) | (2,450) | (6,069) | (82,670) |
| Other movements | 68,735 | 124,081 | 2,591 | (191,053) | 4,354 |
| At June 30, 2013 | 1,074,168 | 2,732,922 | 184,504 | 166,021 | 4,157,615 |
| Depreciation and impairment (In thousands of euros) |
Land & buildings |
Industrial equipment |
Other property, plant and equipment |
Fixed assets work- in- progress and advances/ down payments |
Total |
| At December 31, 2011 | (357,255) | (1,309,805) | (119,520) | 0 | (1,786,580) |
| Acquisitions | (30,096) | (138,846) | (11,716) | (180,658) | |
| Disposals | 6,039 | 28,634 | 18,937 | 53,610 | |
| Changes in consolidation scope | (300) | (311) | (436) | (1,047) |
| Other movements | (402) | (4,052) | 5,763 | 1,309 |
|---|---|---|---|---|
| At December 31, 2012 | (380,686) | (1,419,023) | (107,167) | 0 (1,906,876) |
| Acquisitions | (15,637) | (66,763) | (5,460) | (87,860) |
| Disposals | 3,392 | 5,787 | 2,490 | 11,669 |
| Changes in consolidation scope | 0 | |||
| Changes in foreign exchange rates | 3,681 | 18,388 | 1,588 | 23,657 |
| Other movements | (156) | 476 | (305) | 15 |
| At June 30, 2013 | (389,406) | (1,461,135) | (108,854) | 0 (1,959,395) |
| Net book value at | ||||
| December 31, 2012 | 644,418 | 1,236,610 | 77,071 | 313,111 2,271,210 |
| Net book value at | ||||
| June 30, 2013 | 684,762 | 1,271,787 | 75,650 | 166,021 2,198,220 |
Changes in foreign exchange rates 1,328 5,357 (195) 6,490
Fixed assets work-in-progress amounted to € 150,501 thousand as at June 30, 2013 (€ 295,930 thousand as at December 31, 2012) down considerably due to impact of the commercial start-up of Vicat Sagar Cement, and advances /down payments on plant, property and equipment represented € 15,520 thousand as at June 30, 2013 (€ 17,181 thousand as at December 31, 2012).
Contractual commitments to acquire tangible and intangible assets amounted to € 73,764 thousand as at June 30, 2013 (€ 67,241 thousand as at December 31, 2012).
The total amount of interest capitalized at June 30, 2013 was € 8,413 thousand (€ 17,734 thousand at June 30, 2012), determined on the basis of local interest rates ranging from 3.07 % to 12.23%, depending on the country in question.
| (in thousands of euros) | June 30, 2013 | December 31, 2012 |
|---|---|---|
| Cash | 74,051 | 46,413 |
| Marketable securities and term deposits < 3 months | 132,928 | 190,931 |
| Cas and cash equivalents | 206,979 | 237,344 |
Vicat share capital is composed of 44,900,000 fully paid-up ordinary shares of € 4, including 866,165 treasury shares as at June 30, 2013 (937,060 as at December 31, 2012) acquired under the share buy-back programs approved by the Ordinary General Meetings, and through Heidelberg Cement's disposal of its 35 % stake in Vicat in 2007.
These are registered shares or bearer shares, at the shareholder's option. Voting rights attached to shares are proportional to the share of the capital which they represent and each share gives the right to one vote, except in the case of fully paid-up shares registered for at least 4 years in the name of the same shareholder, to which two votes are assigned.
The dividend paid in 2013 in respect of 2012 amounted to € 1.50 per share, amounted to a total of € 67,350 thousand, equal to € 1.50 per share paid in 2012 in respect of 2011 and amounted to a total of € 67,350 thousand.
In the absence of any dilutive instrument, diluted earnings per share are identical to basic earnings per share, and are obtained by dividing the Group's net income by the weighted average number of Vicat ordinary shares outstanding during the year.
Since January 4, 2010, for a period of 12 months renewable by tacit agreement, Vicat has engaged Natixis Securities to implement a liquidity agreement in accordance with the AMAFI (French fi nancial markets professional association) Code of Ethics of September 20, 2008. The following amounts were allocated to the liquidity agreement for its implementation: 20,000 Vicat shares and € 3 million.
As at June 30, 2013, the liquidity account is composed with 44,524 Vicat shares and cash amounted to € 1,484 thousand.
Provisions break down as follows by type:
| (in thousands of euros) | June 30, 2013 | December 31, 2012 (a) |
|---|---|---|
| Provisions for pensions and other post-employment benefi ts | 102,333 | 120,951 |
| Restoration of sites | 40,633 | 40,890 |
| Demolitions | 1,097 | 1,106 |
| Other risks (1) | 29,746 | 33,869 |
| Other charges | 18,698 | 18,436 |
| Other provisions | 90,174 | 94,301 |
| - o.w. less than one year | 10,639 | 9,967 |
| - o.w. more than one year | 79,535 | 84,334 |
(a) Due to the retroactive application of amended IAS19, the fi nancial statements for the year ended December 31, 2012 were restated in accordance with the new standards for purposes of comparison. The impacts are detailed in the note 24.
(1) At June 30, 2013, other risks included:
an amount of € 6.0 million (€9.8 million at December 31, 2012) corresponding to the current estimate of gross expected costs for repair of damage that occurred in 2006 following deliveries of concrete mixtures and concrete made in 2004 whose sulfate content exceeded applicable standards. This amount corresponds to the current estimate of the Group's pro rata share of liability for repair of identifi ed damages before the residual insurance indemnity of € 4 million recognized in non-current assets on the balance sheet as at June 30, 2013 (€ 4 million as at December 31, 2012);
an amount of € 8.4 million (€ 9.1 million as at December 31, 2012) corresponding to the estimated amount of the deductible at year-end relating to claims in the United States in the context of work accidents and which will be covered by the Group;
the remaining amount of other provisions amounting to about € 15.3 million as at June 30, 2013 (€ 15.0 million as at December 31, 2012) corresponds to the sum of other provisions that, taken individually, are not material.
The fi nancial liabilities as at June 30, 2013 and December 31st, 2012 are analyzed as follows:
| (in thousands of euros) | June 30, 2013 | December 31, 2012 |
|---|---|---|
| Debts at more than one year | 1,240,017 | 1,186,327 |
| Put options at more than one year | 12,136 | 11,376 |
| Debts and put options at more than one year | 1,252,153 | 1,197,703 |
| Asset derivative instruments at more than one year (1) | (40,096) | (28,688) |
| Total fi nancial liabilities net of asset derivative instruments at more than one year | 1,212,057 | 1,169,015 |
| Debts at less than one year | 250,280 | 224,015 |
| Put options at less than one year | 8,337 | 8,337 |
| Debts and put options at less than one year | 258,617 | 232,352 |
| Asset derivative instruments at less than one year (1) | (2,630) | (39) |
| Total fi nancial liabilities net of asset derivative instruments at less than one year | 255,987 | 232,313 |
| Total debts net of asset derivative instruments (1) | 1,447,571 | 1,381,615 |
| Total put options | 20,473 | 19,713 |
| Total fi nancial liabilities net of asset derivative instruments | 1,468,044 | 1,401,328 |
(1) Asset derivative instruments are displayed in the other non-current fi nancial assets for the portion more than 1 year and in other receivables for the portion less than 1 year.
Analysis of debts by category and maturity
| June 30, 2013 | More than | ||||||
|---|---|---|---|---|---|---|---|
| (in thousands of euros) | Total | June-14 | June-15 | June-16 | June-17 | June-18 | 5 years |
| Bank borrowings and fi nancial liabilities | 1,383,335 | 194,250 | 67,384 | 551,454 | 38,571 | 169,904 | 361,772 |
| Incl. Derivative fi nancial instruments - Assets |
(42,726) | (2,630) | (40,096) | ||||
| Incl. Derivative fi nancial instruments - Liabilities |
35,975 | 16,137 | 161 | 14,783 | (622) | 5,516 | |
| Other borrowings and debts | 21,502 | 14,864 | 5,766 | 183 | 127 | 218 | 344 |
| Debts on fi xed assets under fi nance leases | 6,890 | 2,692 | 2,046 | 1,402 | 633 | 59 | 58 |
| Current bank lines and overdrafts | 35,844 | 35,844 | |||||
| Debts | 1,447,571 | 247,650 | 75,196 | 553,039 | 39,331 | 170,181 | 362,174 |
| of which commercial paper | 300,000 | 300,000 |
Debts at less than one year are mainly comprised of bank overdrafts, as well as the repayments due on the fi rst USPP, Sococim Industries bilateral credit lines and a tranche of the Jambyl Cement and Vigier Holding loan.
| December 31, 2012 | More than | ||||||
|---|---|---|---|---|---|---|---|
| (in thousands of euros) | Total | 2013 | 2014 | 2015 | 2016 | 2017 | 5 years |
| Bank borrowings and fi nancial liabilities | 1,328,973 | 184,038 | 73,825 | 157,112 | 377,231 | 171,004 | 365,763 |
| Incl. Derivative fi nancial instruments - Assets |
(28,727) | (39) | (468) | (28,220) | |||
| Incl. Derivative fi nancial instruments - Liabilities |
32,972 | 15,462 | 387 | 10,713 | 6,410 | ||
| Other borrowings and debts | 20,410 | 13,437 | 5,706 | 638 | 84 | 121 | 424 |
| Debts on fi xed assets under fi nance leases | 8,837 | 3,108 | 2,794 | 1,643 | 959 | 267 | 66 |
| Current bank lines and overdrafts | 23,395 | 23,395 | |||||
| Debts | 1,381,615 | 223,978 | 82,325 | 159,393 | 378,274 | 171,392 | 366,253 |
| of which commercial paper | 283,000 | 283,000 |
| By currency (net of currency swaps) | ||
|---|---|---|
| June 30, 2013 | December 31, 2012 | |
| Euro | 824,132 | 854,697 |
| U.S. dollar | 138,590 | 203,735 |
| Turkish new lira | 1,684 | 1,373 |
| CFA Franc | 64,876 | 60,334 |
| Swiss franc | 123,420 | 47,321 |
| Mauritanian ouguiya | 1 | 6 |
| Indian rupee | 221,588 | 214,149 |
| Kazakh Tengue | 73,280 | |
| Total | 1,447,571 | 1,381,615 |
| June 30, 2013 | December 31, 2012 |
|---|---|
| 970,931 | 974,629 |
| 476,640 | 406,986 |
| 1,447,571 | 1,381,615 |
The average interest rate for gross debt at June 30, 2013 is 4.46 %. It was 4.44 % at December 31, 2012.
Agreements have been concluded in the past between Vicat, Vigier Holding, the International Finance Corporation and Alatau Industrial Holding LLP (formerly Home Broker JSC), in order to arrange their relationship within the company Mynaral Tas, under which the group granted put options to its partners on their stakes in Mynaral Tas.
The put option granted to the International Finance Corporation is exercisable at the earliest in December 2013. In the case of Alatau Industrial Holding LLP, the group concluded an agreement with its partner at the beginning of 2013 for early buy-back of its residual holding in 2013, on completion of which transaction the group will hold 90% of Mynaral Tas.
Reporting these options resulted in recognition of a liability of € 20.5 million as at June 30, 2013, € 8.3 million of which is at less than one year (€20 million as at December 31, 2012, € 8,3 million of which is at less than one year). This liability corresponds, at june 30, 2013, to the present value of the exercise price of the option granted to the International Finance Corporation and to the acquisition price negotiated for the option granted to Alatau Industrial Holding LLP.
The Group's activities are carried out by subsidiaries operating almost entirely in their own country and local currency. This limits the Group's exposure to foreign exchange risk. These companies' imports and exports denominated in currencies other than their own local currency are generally hedged by forward currency purchases and sales. The foreign exchange risk on intercompany loans is hedged by the companies when the borrowing is denominated in a currency other than their operating currency.
Moreover the principal and in most cases interests, due on loans originally issued by the Group in US dollars (US \$ 240 and 450 million for Vicat, US \$ 70 million for Vicat Sagar Cement Private Limited and US \$ 90 million for Jambyl Cement) and in Euros (€138.8 million for Vicat Sagar Cement Private Limited) were converted into euros (for Vicat), into Indian Rupees (for Vicat Sagar Cement Private Limited) through a series of cross currency swaps and in Kazakh tengue (for Jambyl Cement) through swaps (NDF), included in the portfolio presented below (cf. a).
All fl oating rate debt is hedged through the use of caps on original maturities of 2, 3, 5, 10 and 12 years and of swaps on original maturities of 3 and 5 years.
The Group is exposed to interest rate risk on its fi nancial assets and liabilities and its short-term investments. This exposure corresponds to the price risk for fi xed-rate assets and liabilities, and cash fl ow risk related to fl oating-rate assets and liabilities.
As at June 30, 2013, the Group had € 342 million in unused confi rmed lines of credit that have not been allocated to the hedging of liquidity risk on commercial paper (€ 416 million as at December 31, 2012).
The Group also has a € 300 million commercial paper issue program. As at June 30, 2013, € 300 million in commercial paper had been issued. Commercial paper consists of short-term debt instruments backed by confi rmed lines of credit in the amounts issued and classifi ed as medium-term borrowings in the consolidated balance sheet.
Unused confi rmed lines of credit are used to cover the risk of the Group fi nding itself unable to issue its commercial paper through market transactions. As at June 30, 2013, these lines matched the short term notes they covered, at € 300 million.
Some medium-term or long-term loan agreements contain specifi c covenants especially as regards compliance with fi nancial ratios, reported each half year, which can lead to an anticipated repayment (acceleration clause) in the event of non-compliance. These covenants are based on a profi tability ratio (leverage: net debt/consolidated EBITDA) and on capital structure ratio (gearing: net debt/consolidated shareholders' equity) of the Group or its subsidiaries concerned. For the purposes of calculating these covenants, the net debt is determined excluding put options granted to minority shareholders. Furthermore, the margin applied to some fi nancing operations depends on the level reached on one of these ratios.
Considering the small number of companies concerned, essentially Vicat SA, the parent company of the Group, the level of gearing (53.26%) and leverage (2.83) and the liquidity of the Group's balance sheet, the existence of these covenants does not constitute a risk for the Group's fi nancial positions. As at June 30, 2013, the Group is compliant with all ratios required by covenants in fi nancing contracts.
Analysis of the portfolio of derivatives as at June 30, 2013:
| Nominal Nominal |
Market | Current maturity | ||||
|---|---|---|---|---|---|---|
| (in thousands of currency units) | value (currency) |
value (euro) |
value (euro) |
< 1 year (euro) |
1 - 5 yrs (euro) |
> 5 yrs (euro) |
| Fait value hedges (a) | ||||||
| Composite instruments | ||||||
| - Cross Currency Swap \$ fi xed/€ fl oating | 120,000 (\$) | 91,743 | (10,081) (1) | (6,925) | (3,156) | |
| Cash fl ow hedges (a) | ||||||
| Composite instruments | ||||||
| - Cross Currency Swap \$ fi xed/€ fi xed | 120,000 (\$) | 91,743 | (14,380) (1) | (7,112) | (7,269) | |
| - Cross Currency Swap \$ fi xed/€ fi xed | 450,000 (\$) | 344,037 | (4,894) (1) | 622 | (5,516) | |
| - Interest rate swap € fl oating/€ fi xed | 150,000 (€) | 150,000 | (4,358) (1) | (4,358) | ||
| - Cross Currency Swap \$ fl oating/Inr fi xed | 70,000 (\$) | 53,517 | 12,662 (1) | 12,662 | ||
| - Cross Currency Swap € fl oating/Inr fi xed | 139,765 (€) | 139,765 | 27,434 (1) | 27,434 | ||
| Other derivatives | ||||||
| Interest rate instruments | ||||||
| - Euro Caps | 360,000 (€) | 360,000 | (755) | (729) | (26) | |
| - Dollar US Caps | 35,000 (\$) | 26,758 | (48) | (2) | (46) | |
| - Dollar US swaps | 15,000 (\$) | 11,468 | (88) | (88) | ||
| Foreign exchange instruments | ||||||
| Hedging for foreign exchange risk on intra-group loans |
||||||
| - Forward Sales \$ | 179,000 (\$) | 136,850 | 137 (1) | 137 | ||
| - Forward Sales CHF | 77,000 (CHF) | 62,409 | 370 (1) | 370 | ||
| - Forward Purchases € | 34,459 (€) | 34,459 | 2,441 (1) | 2,441 | ||
| - NDF KZT/\$ | 94,287 (\$) | 72,085 | (573) (1) | (573) | ||
| Total | 7,867 |
(1) Off set by a € 21.2 million deterioration in cumulated debt and loans.
In accordance with IFRS 7, the breakdown of fi nancial instruments valued at fair value by hierarchical level of fair value in the consolidated statement of fi nancial position is as follows as of June 30, 2013:
| (in millions of euros) | June 30, 2013 | |
|---|---|---|
| Level 1 : instruments quoted on an active market | 132.9 | Note 6 |
| Level 2 : valuation based on observable market information | 7.9 | see above |
| Level 3 : valuation based on non-observable market information | 23.7 | |
| Sales | 1,147,683 | 1,128 773 |
|---|---|---|
| Sales of services | 167,326 | 156,360 |
| Sales of goods | 980,357 | 972,413 |
| (in thousands of euros) | June 30, 2013 | June 30, 2012 |
| (in thousands of euros) | June 30, | Changes in | Changes in foreign | June 30, 2012 | June 30, |
|---|---|---|---|---|---|
| 2013 | consolidation scope | exchange rates | on a like-for-like basis | 2012 | |
| Sales | 1,147,683 | (5,092) | 21,697 | 1,164,288 | 1,128,773 |
| June 30, 2013 | June 30, 2012 (a) |
|---|---|
| (94,343) | (93,782) |
| (1,105) | (541) |
| (644) | (1,086) |
| (96,092) | (95,408) |
| 3,886 | 249 |
| (92,206) | (95,159) |
1) Including as at June 30, 2013 a write-back of € 3.8 million (€ 0.2 million as at June 30, 2012) recorded by the Group, related to the update of the Group responsibility pro-rata share over compensation by the insurers in the incident occurred in 2006.
(a) Due to the retroactive application of amended IAS19, the fi nancial statements for the year ended December 31, 2012 were restated in accordance with the new standards for purposes of comparison. The impacts are detailed in the note 24.
| (in thousands of euros) | June 30, 2013 | June 30, 2012 |
|---|---|---|
| Net income from disposal of assets | 1,553 | 458 |
| Income from investment properties | 1,570 | 1,527 |
| Other | 8,289 | 5,535 |
| Other operating income (expense) | 11,412 | 7,520 |
| Other non operating income (expense) (1) | (2 133) | (904) |
| Total other income (expense) | 9,279 | 6,616 |
(1) Including as at June 30, 2013 an expense of € 0.8 million (€ 0.3 million as at June 30, 2012) recorded by the Group, corresponding to the fi les recognized as expenses in the fi rst semester 2013 in connection with the incident occurred in 2006.
The rationalization of the passage between Gross Operating Earnings, EBITDA, EBIT and Operating Income is as follows:
| (in thousands of euros) | June 30, 2013 | June 30, 2012 (a) |
|---|---|---|
| Gross Operating Earnings | 189,962 | 193,088 |
| Other operating income (expense) | 11,412 | 7,520 |
| EBITDA | 201,374 | 200,608 |
| Net charges to depreciation, amortization and provisions | (96,092) | (95,409) |
| EBIT | 105,282 | 105,199 |
| Other non-operating income (expense) | (2,133) | (904) |
| Net charges to non-operating depreciation, amortization and provisions | 3,886 | 249 |
| Operating income (expense) | 107,035 | 104,544 |
(a) Due to the retroactive application of amended IAS19, the fi nancial statements for the year ended December 31, 2012 were restated in accordance with the new standards for purposes of comparison. The impacts are detailed in the note 24.
| (in thousands of euros) | June 30, 2013 | June 30, 2012 (a) |
|---|---|---|
| Interest income from fi nancing and cash management activities | 8,442 | 9,626 |
| Interest expense from fi nancing and cash management activities | (27,963) | (27,662) |
| Cost of net borrowings and fi nancial liabilities | (19,521) | (18,036) |
| Dividends | 1,181 | 1,273 |
| Foreign exchange gains | 894 | 1,928 |
| Fair value adjustments to fi nancial assets and liabilities | 985 | 975 |
| Net income from disposal of fi nancial assets | 354 | |
| Write-back of impairment of fi nancial assets | 300 | |
| Other income | 44 | |
| Other fi nancial income | 3,414 | 4,520 |
| Foreign exchange losses | (2,436) | (3,148) |
| Fair value adjustments to fi nancial assets and liabilities | ||
| Impairment on fi nancial assets | (28) | (29) |
| Net income from disposal of fi nancial assets | (286) | |
| Discounting expenses | (2,888) | (2,580) |
| Other expenses | (16) | |
| Other fi nancial expenses | (5,368) | (6,043) |
| Net fi nancial income (expense) | (21,475) | (19,559) |
| (in thousands of euros) | June 30, 2013 | June 30, 2012 (a) |
|---|---|---|
| Current taxes | (38,606) | (33,348) |
| Deferred taxes | 10,090 | 7,312 |
| Total | (28,516) | (26,036) |
(a) Due to the retroactive application of amended IAS19, the fi nancial statements for the year ended December 31, 2012 were restated in accordance with the new standards for purposes of comparison. The impacts are detailed in the note 24.
Deferred tax assets not recognized in the fi nancial statements as at June 30, 2013, owing to the probability of their not being recovered, amounted to € 7.3 million (€ 8.3 million as at December 31, 2012). These relate essentially to a company benefi ting from a tax exemption scheme for a period of 10 years with eff ect from January 1, 2011.
| June 30, 2013 (in thousand of euros except number of employee) |
Cement | Concrete and aggregates |
Other products and services |
Total |
|---|---|---|---|---|
| Income statement | ||||
| Net operating sales (after intra-sector eliminations) | 693,405 | 432,112 | 198,188 | 1,323,705 |
| Inter – sector eliminations | (112,797) | (13,764) | (49,461) | (176,022) |
| Consolidated net sales | 580,608 | 418,348 | 148,727 | 1,147,683 |
| EBITDA (cf. 1.21 & 14) | 147,077 | 36,902 | 17,395 | 201,374 |
| EBIT (cf. 1.21 & 14) | 79,649 | 14,769 | 10,864 | 105,282 |
| Balance sheet | ||||
| Total non-current assets | 2,756,778 | 630,381 | 158,326 | 3,545,485 |
| Net capital employed (1) | 2,787,101 | 615,698 | 194,435 | 3,597,234 |
| Other informations | ||||
| Acquisitions of intangible and tangible assets | 60,869 | 12,279 | 5,145 | 78,293 |
| Net depreciation and amortization charges | 66,492 | 21,553 | 6,298 | 94,343 |
| Average number of employees | 3,375 | 2,972 | 1,349 | 7,696 |
(1) Net capital employed corresponds to the sum of non-current assets, assets and liabilities held for sale, and working capital requirement, after deduction of provisions and deferred taxes.
Due to the retroactive application of amended IAS19, the fi nancial statements for the year 2012 were restated in accordance with the new standards for purpose of comparison. The impacts are detailed in the note 24.
| (in thousand of euros except number of employee) | Cement | Concrete and aggregates |
Other products and services |
Total |
|---|---|---|---|---|
| Income statement | ||||
| Net operating sales (after intra-sector eliminations) | 685,478 | 405,773 | 197,427 | 1,288,678 |
| Inter – sector eliminations | (104,562) | (15,488) | (39,855) | (159,905) |
| Consolidated net sales | 580,916 | 390,285 | 157,572 | 1,128,773 |
| EBITDA (cf. 1.21 & 14) | 155,142 | 29,017 | 16,449 | 200,608 |
| EBIT (cf. 1.21 & 14) | 89,759 | 5,280 | 10,160 | 105,199 |
| Balance sheet | ||||
| Total non-current assets | 2,826,280 | 602,730 | 156,155 | 3,585,165 |
| Net capital employed (1) | 2,904,466 | 607,991 | 181,313 | 3,693,769 |
| Other informations | ||||
| Acquisitions of intangible and tangible assets | 119,644 | 24,779 | 5,759 | 150,182 |
| Net depreciation and amortization charges | 64,397 | 22,749 | 6,636 | 93,782 |
| Average number of employees | 3,119 | 2,898 | 1,403 | 7,420 |
(1) Net capital employed corresponds to the sum of non-current assets, assets and liabilities held for sale, and working capital requirement, after deduction of provisions and deferred taxes.
Information on geographical sectors is presented according to the geographical location of the entities concerned.
| June 30, 2013 | Europe (excluding |
Turkey, Kazakhstan |
West Africa & the |
|||
|---|---|---|---|---|---|---|
| (in thousand of euros except number of employee) | France | France) | U.S.A | & India | Middle Eas | Total |
| Income statement | ||||||
| Net operating sales (after intra-sector eliminations) |
440,260 | 197,628 | 103,425 | 244,350 | 180,513 | 1,166,176 |
| Inter – sector eliminations | (14,519) | (155) | (335) | (3,485) | (18,494) | |
| Consolidated net sales | 425,741 | 197,473 | 103,425 | 244,015 | 177,028 | 1,147,682 |
| EBITDA (cf. 1.22 & 23) | 75,960 | 47,284 | (800) | 39,907 | 39,023 | 201,374 |
| EBIT (cf. 1.22 & 23) | 46,066 | 32,690 | (13,322) | 19,022 | 20,826 | 105,282 |
| Balance sheet | ||||||
| Total non-current assets | 642,125 | 538,438 | 445,450 | 1,239,561 | 679,911 | 3,545,485 |
| Net capital employed (1) | 716,063 | 540,012 | 355,424 | 1,281,242 | 704,493 | 3,597,234 |
| Other informations | ||||||
| Acquisitions of intangible and tangible assets |
25,406 | 10,389 | 3,976 | 34,332 | 4,189 | 78,292 |
| Net depreciation and amortization charges |
30,166 | 13,697 | 13,316 | 20,142 | 17,022 | 94,343 |
| Average number of employees | 2,529 | 1,109 | 1,018 | 1,870 | 1,170 | 7,696 |
(1) Net capital employed corresponds to the sum of non-current assets, assets and liabilities held for sale, and working capital requirement, after deduction of provisions and deferred taxes.
Due to the retroactive application of amended IAS19, the fi nancial statements for the year 2012 were restated in accordance with the new standards for purpose of comparison. The impacts are detailed in the note 24.
| (in thousand of euros except number of employees)» | France | Europe (excluding France) |
U.S.A | Turkey, Kazakhstan & India |
West Africa & the Middle Eas |
Total |
|---|---|---|---|---|---|---|
| Income statement | ||||||
| Net operating sales (after intra-sector eliminations) |
454,042 | 191,727 | 95,729 | 203,894 | 199,256 | 1,144,648 |
| Inter – sector eliminations | (13,122) | (156) | (2,597) | (15,875) | ||
| Consolidated net sales | 440,920 | 191,571 | 95,729 | 203,894 | 196,659 | 1,128,773 |
| EBITDA (cf. 1.22 & 23) | 75,012 | 46,993 | (7,646) | 36,795 | 49,454 | 200,608 |
| EBIT (cf. 1.22 & 23) | 46,670 | 32,593 | (22,480) | 18,174 | 30,242 | 105,199 |
| Balance sheet | ||||||
| Total non-current assets | 656,565 | 550,657 | 384,902 | 1,261,445 | 731,597 | 3,585,165 |
| Net capital employed (1) | 676,159 | 541,224 | 371,876 | 1,313,945 | 790,566 | 3,693,769 |
| Other informations | ||||||
| Acquisitions of intangible and tangible assets |
37,569 | 8,443 | 2,592 | 91,621 | 9,957 | 150,182 |
| Net depreciation and amortization charges |
28,748 | 14,425 | 14,928 | 18,152 | 17,529 | 93,782 |
| Average number of employees | 2,567 | 1,100 | 992 | 1,640 | 1,121 | 7,420 |
(1) Net capital employed corresponds to the sum of non-current assets, assets and liabilities held for sale, and working capital requirement, after deduction of provisions and deferred taxes.
The Group has no reliance in any major customers, none of which accounts for more than 10% of sales.
Net cash fl ows from operating transactions conducted by the Group in the fi rst semester 2013 amounted to € 65.0 million, compared with € 64.8 million at June 30, 2012.
This stability in cash fl ows generated by operating activities between the fi rst semesters 2012 and 2013 results from a € (11.4) million decrease in cash fl ow from operations and by a € 11.6 million decrease in the change in the working capital requirement.
The working capital requirement (WCR) broken down by type is as follows:
| (In thousands of euros) | WCR at December 31, 2011 |
Change in WCR in 2012 |
Other changes (1) |
WCR at December 31, 2012 |
Change in WCR in 2013 |
Other changes (1) |
WCR at June 30, 2013 |
|---|---|---|---|---|---|---|---|
| Inventories | 360,104 | 24,617 | (2,828) | 381,893 | (6,917) | (6,585) | 368,391 |
| Other WCR components | 100,441 | (3,205) | (2,974) | 94,262 | 80,143 | (3,251) | 171,154 |
| WCR | 460,545 | 21,412 | (5,802) | 476,155 | 73,226 | (9,836) | 539,545 |
(1) Exchange rates, consolidation scope and miscellaneous.
Net cash fl ows linked to Group investment transactions in the fi rst semester 2013 amounted to € (85.6) million, compared with € (145.8) million at June 30, 2012.
These include outfl ows corresponding to industrial investments, which amounted to € (90.4) million, compared with € (146.6) million euros in the fi rst semester 2012.
The main intangible and tangible investments at June 30, 2013 were realized in France and India and, to a lesser extent, in Switzerland, in Turkey, in USA and in Kazakhstan.
The main intangible and tangible investments at June 30, 2012 were mainly achieved in India in relation to the construction of the Vicat Sagar Cement factory and to a lesser extent, in France, Senegal, Switzerland, Turkey and Kazakhstan.
Consolidated company share acquisitions during the first half of 2013 resulted in a total outflow of € (0.3) million, (€ (0.9) million as a net impact, during the fi rst semester of 2012).
| June 30, 2013 Net | June 30, 2012 Net |
|---|---|
| 206,979 | 266,166 |
| (24,917) | (18,341) |
| 182,062 | 247,825 |
Related parties with whom transactions are carried out include affi liated companies and joint ventures in which Vicat directly or indirectly holds a stake, and entities that hold a stake in Vicat.
Such transactions were not signifi cant in the 1st half 2013 and were conducted under normal market terms and conditions.
These operations have all been recorded in compliance with the transactions stipulated in IAS 24 and their impact on the Group's consolidated fi nancial statements at June 30, 2013 and 2012 is as follows, broken down by type and by related party :
| June 30, 2013 | June 30, 2012 | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands of euros) | Sales | Purchases | Receivables | Debts | Sales | Purchases | Receivables | Debts |
| Affi liated companies | 270 | 925 | 6,785 | 1,595 | 83 | 893 | 6,642 | 254 |
| Joint ventures | 361 | 335 | 151 | 535 | 490 | 273 | 92 | 137 |
| Other related parties | 19 | 1,189 | 18 | 1,133 | ||||
| Total | 650 | 2,449 | 6,936 | 2,130 | 591 | 2,299 | 6,734 | 391 |
No post balance sheet event has had a material impact on the consolidated fi nancial statements as at June 30.
| Fully consolidated: FRANCE | % control June 30, |
% control December 31, |
||
|---|---|---|---|---|
| COMPANY | ADDRESS | SIREN N° | 2013 | 2012 |
| VICAT | Tour Manhattan 6 Place de l'Iris 92095 PARIS LA DEFENSE |
057 505 539 | ---- | ---- |
| ALPES INFORMATIQUE | 4 rue Aristide Bergès 38080 L'ISLE D'ABEAU |
073 502 510 | 99.84 | 99.84 |
| ANNECY BETON CARRIERES | 14 chemin des grèves 74960 CRAN GEVRIER |
326 020 062 | 50.00 | 50.00 |
| LES ATELIERS DU GRANIER | Lieu-dit Chapareillan 38530 PONTCHARRA |
305 662 504 | 100.00 | 100.00 |
| BETON CHATILLONAIS | Champ de l'Allée – ZI Nord 01400 CHATILLON SUR CHALARONNE |
485 069 819 | 100.00 | 100.00 |
| BETON CONTROLE COTE D'AZUR | 217 Route de Grenoble 06200 NICE |
071 503 569 | 97.12 | 97.12 |
| BETON DE L'OISANS | 4 rue Aristide Bergès 38080 L'ISLE D'ABEAU |
438 348 047 | 60.00 | 60.00 |
| LES BETONS DU GOLFE | Quartier les Plaines 83480 PUGET SUR ARGENS |
501 192 785 | 100.00 | 100.00 |
| LES BETONS DU RHONE | La petite Craz 69720 SAINT LAURENT DE MURE |
503 728 164 | 100.00 | 100.00 |
| BETON VICAT | 4 rue Aristide Bergès 38080 L'ISLE D'ABEAU |
309 918 464 | 99.96 | 99.92 |
| BETON TRAVAUX | Tour Manhattan 6 Place de l'Iris 92095 PARIS LA DEFENSE |
070 503 198 | 99.98 | 99.98 |
| B.G.I.E. BETON GRANULATS IDF/EST |
52-56 rue Jacquard Z.I. 77400 LAGNY SUR MARNE |
344 933 338 | (1) | 100.00 |
| CONDENSIL | 1327 Av. de la Houille Blanche 73000 CHAMBERY |
342 646 957 | 60.00 | 60.00 |
| DELTA POMPAGE | 1327 Av. de la Houille Blanche 73000 CHAMBERY |
316 854 363 | 100.00 | 100.00 |
| ETABLISSEMENT ANTOINE FOURNIER |
4 rue Aristide Bergès 38080 L'ISLE D'ABEAU |
586 550 147 | 100.00 | 100.00 |
| GRANULATS VICAT | 4 rue Aristide Bergès 38080 L'ISLE D'ABEAU |
768 200 255 | 99.87 | 99.87 |
| MONACO BETON | Le Palais Saint James 5, avenue Princesse Alice 98000 MONACO |
326 MC 161 | 99.58 | 99.58 |
| PARFICIM | Tour Manhattan 6 Place de l'Iris 92095 PARIS LA DEFENSE |
304 828 379 | 100.00 | 100.00 |
(1) Company merged in 2013.
| COMPANY | ADDRESS | SIREN N° | % control June 30, 2013 |
% control December 31, 2012 |
|---|---|---|---|---|
| SATMA | 4 rue Aristide Bergès 38080 L'ISLE D'ABEAU |
304 154 651 | 100.00 | 100.00 |
| SATM | 1327 Av. de la Houille Blanche 73000 CHAMBERY |
745 820 126 | 100.00 | 100.00 |
| SIGMA BETON | 4 rue Aristide Bergès 38080 L'ISLE D'ABEAU |
343 019 428 | 100.00 | 100.00 |
| SOCIETE L. THIRIET ET COMPAGNIE |
Lieudit Chaufontaine 54300 LUNEVILLE |
762 800 977 | 99.98 | 99.98 |
| PAPETERIES DE VIZILLE | Tour Manhattan 6 Place de l'Iris 92095 PARIS LA DEFENSE |
319 212 726 | 100.00 | 100.00 |
| VICAT INTERNATIONAL TRADING | Tour Manhattan 6 Place de l'Iris 92095 PARIS LA DEFENSE |
347 581 266 | 100.00 | 100.00 |
| VICAT PRODUITS INDUSTRIELS | 4 rue Aristide Bergès 38080 L'ISLE D'ABEAU |
655 780 559 | 100.00 | 100.00 |
| Fully consolidated: REST OF THE WORLD | % control | % control | ||
|---|---|---|---|---|
| COMPANY | COUNTRY | STATE / CITY | June 30, 2013 |
December 31, 2012 |
| SINAI CEMENT COMPANY | EGYPT | CAIRO | 52.62 | 52.62 |
| MYNARAL TAS COMPANY LLP | KAZAKHSTAN | ALMATY | 86.24 | 86.24 |
| JAMBYL CEMENT PRODUCTION COMPANY LLP |
KAZAKHSTAN | ALMATY | 86.24 | 86.24 |
| BUILDERS CONCRETE | U.S.A. | CALIFORNIA | 100.00 | 100.00 |
| KIRKPATRICK | U.S.A. | ALABAMA | 100.00 | 100.00 |
| NATIONAL CEMENT COMPANY | U.S.A. | ALABAMA | 100.00 | 100.00 |
| NATIONAL CEMENT COMPANY | U.S.A. | DELAWARE | 100.00 | 100.00 |
| NATIONAL CEMENT COMPANY OF CALIFORNIA |
U.S.A. | DELAWARE | 100.00 | 100.00 |
| NATIONAL READY MIXED | U.S.A. | CALIFORNIA | 100.00 | 100.00 |
| UNITED READY MIXED | U.S.A. | CALIFORNIA | 100.00 | 100.00 |
| VIKING READY MIXED | U.S.A. | CALIFORNIA | 100.00 | 100.00 |
| CEMENTI CENTRO SUD Spa | ITALY | GENOVA | 100.00 | 100.00 |
| CIMENTS & MATERIAUX DU MALI | MALI | BAMAKO | 94.89 | 94.89 |
| GECAMINES | SENEGAL | THIES | 70.00 | 70.00 |
| POSTOUDIOKOUL | SENEGAL | RUFISQUE (DAKAR) |
100.00 | 100.00 |
| SOCOCIM INDUSTRIES | SENEGAL | RUFISQUE (DAKAR) |
99.91 | 99.91 |
| SODEVIT | SENEGAL | BANDIA | 100.00 | 100.00 |
| Fully consolidated: REST OF THE WORLD (continued) COMPANY |
COUNTRY | STATE / CITY | % control June 30, 2013 |
% control December 31, 2012 |
|---|---|---|---|---|
| ALTOTA AG | SWITZERLAND | OLTEN (SOLOTHURN) |
100.00 | 100.00 |
| KIESWERK AEBISHOLZ AG (ex ASTRADA KIES AG) |
SWITZERLAND | AEBISHOLZ (SOLEURE) |
100.00 | 99.64 |
| BETON AG BASEL | SWITZERLAND | BALE (BALE) | 100.00 | 100.00 |
| BETON AG INTERLAKEN | SWITZERLAND | MATTEN BEI INTERLAKEN (BERN) |
75.42 | 75.42 |
| BETON GRAND TRAVAUX SA | SWITZERLAND | ASUEL (JURA) | 75.00 | 75.00 |
| BETONPUMPEN OBERLAND AG | SWITZERLAND | WIMMIS (BERN) | 93.33 | 93.33 |
| CEWAG | SWITZERLAND | DUTINGEN (FRIBOURG) |
100.00 | 100.00 |
| COVIT SA | SWITZERLAND | SAINT-BLAISE (NEUCHATEL) |
100.00 | 100.00 |
| CREABETON MATERIAUX SA | SWITZERLAND | LYSS (BERN) | 100.00 | 100.00 |
| EMME KIES + BETON AG | SWITZERLAND | LÜTZELFLÜH (BERN) |
66.66 | 66.66 |
| FRISCHBETON AG ZUCHWIL | SWITZERLAND | ZUCHWIL (SOLOTHURN) |
88.94 | 88.94 |
| FRISCHBETON LANGENTHAL AG | SWITZERLAND | LANGENTHAL (BERN) |
78.67 | 78.67 |
| FRISCHBETON THUN | SWITZERLAND | THOUNE (BERN) | 54.26 | 54.26 |
| GRANDY AG | SWITZERLAND | LANGENDORF (SOLEURE) |
100.00 | 100.00 |
| KIESTAG STEINIGAND AG | SWITZERLAND | WIMMIS (BERN) | 98.55 | 98.55 |
| MATERIALBEWIRTTSCHFTUNG MITHOLZ AG |
SWITZERLAND | KANDERGRUND (BERN) |
98.55 | 98.55 |
| KIESWERK NEUENDORF | SWITZERLAND | NEUENDORF (SOLEURE) |
100.00 | 100.00 |
| SABLES + GRAVIERS TUFFIERE SA | SWITZERLAND | HAUTERIVE (FRIBOURG) |
50.00 | 50.00 |
| SHB STEINBRUCH + HARTSCHOTTER BLAUSEE MITHOLZ AG |
SWITZERLAND | FRUTIGEN (BERN) |
98.55 | 98.55 |
| STEINBRUCH VORBERG AG | SWITZERLAND | BIEL (BERN) | 60.00 | 60.00 |
| VIGIER BETON JURA SA (ex BETON FRAIS MOUTIER SA) |
SWITZERLAND | BELPRAHON (BERN) |
90.00 | 90.00 |
| VIGIER BETON KIES SEELAND AG (ex VIBETON KIES AG) |
SWITZERLAND | LYSS (BERN) | 100.00 | 100.00 |
| VIGIER BETON MITTELLAND AG (ex WYSS KIESWERK AG) |
SWITZERLAND | FELDBRUNNEN (SOLOTHURN) |
100.00 | 100.00 |
| VIGIER BETON ROMANDIE SA (ex VIBETON FRIBOURG SA) |
SWITZERLAND | ST . URSEN (FRIBOURG) |
100.00 | 100.00 |
| VIGIER BETON SEELAND JURA AG (ex VIBETON SAFNERN AG) |
SWITZERLAND | SAFNERN (BERN) |
90.47 | 90.47 |
| VIGIER CEMENT AG | SWITZERLAND | PERY (BERN) | 100.00 | 100.00 |
| VIGIER HOLDING AG | SWITZERLAND | DEITINGEN (SOLOTHURN) |
100.00 | 100.00 |
| VIGIER MANAGEMENT AG | SWITZERLAND | DEITINGEN | 100.00 | 100.00 |
(SOLOTHURN)
| COMPANY COUNTRY |
STATE / CITY | % control June 30, 2013 |
% control December 31, 2012 |
|
|---|---|---|---|---|
| VIRO AG | SWITZERLAND | DEITINGEN (SOLOTHURN) | 100.00 | 100.00 |
| VITRANS AG | SWITZERLAND | PERY (BERN) | 100.00 | 100.00 |
| AKTAS TURKEY |
ANKARA | 100.00 | 100.00 | |
| BASTAS BASKENT CIMENTO TURKEY |
ANKARA | 91.58 | 91.58 | |
| BASTAS HAZIR BETON TURKEY |
ANKARA | 91.58 | 91.58 | |
| KONYA CIMENTO TURKEY |
KONYA | 83.08 | 83.08 | |
| TAMTAS TURKEY |
ANKARA | 100.00 | 100.00 | |
| BSA Ciment SA | MAURITANIA | NOUAKCHOTT | 64.91 | 64.91 |
| BHARATHI CEMENT INDIA |
HYDERABAD | 51.00 | 51.00 | |
| VICAT SAGAR INDIA |
HYDERABAD | 53.00 | 53.00 |
| COMPANY | ADDRESS | N° SIREN N° | % control June 30, 2013 |
% control December 31, 2012 |
|---|---|---|---|---|
| CARRIÈRES BRESSE BOURGOGNE | Port Fluvial Sud de Chalon 71380 EPERVANS |
655 850 055 | 49.95 | 49.95 |
| DRAGAGES ET CARRIERES | Port Fluvial sud de Chalon 71380 EPERVANS |
341 711 125 | 50.00 | 50.00 |
| SABLIÈRES DU CENTRE | Les Genévriers Sud 63430 LES MARTRES D'ARTIERE 480 107 457 |
50.00 | 50.00 | |
| Proportionate consolidation: REST OF THE WORLD COMPANY |
COUNTRY | STATE / CITY | % control June 30, |
% control December 31, |
|---|---|---|---|---|
| FRISHBETON TAFERS AG | SWITZERLAND | TAFERS (FRIBOURG) | 2013 49.50 |
2012 49.50 |
| Equity method: REST OF THE WORLD | % control | % control | ||
|---|---|---|---|---|
| COMPANY | COUNTRY | STATE / CITY | June 30, 2013 |
December 31, 2012 |
| HYDROELECTRA | SWITZERLAND | AU (ST. GALLEN) | 50.00 | 50.00 |
| SILO TRANSPORT AG | SWITZERLAND | BERN (BERN) | 50.00 | 50.00 |
| SINAI WHITE CEMENT | EGYPT | CAIRO | 25.40 | 25.40 |
This note presents the main impacts of the fi rst time application of amended IAS19 on the shareholder's equity at January, 1st 2012 and on the consolidated fi nancial statements for the half year and full year ended December 31st, 2012.
| (in thousands of euros) | December 31, 2011 pro-forma |
Impacts IAS19 Revised |
December 31, 2011 published |
June 30, 2012 pro-forma |
Impacts IAS19 Revised |
June 30, 2012 published |
December 31, 2012 pro-forma |
Impacts IAS19 Revised |
December 31, 2012 published |
|---|---|---|---|---|---|---|---|---|---|
| ASSETS | |||||||||
| NON CURRENT ASSETS | |||||||||
| Goodwill | 1,000,195 | 1,000,195 | 1,003,598 | 1,003,598 | 995,320 | 995,320 | |||
| Other intangible assets | 100,789 | 100,789 | 100,475 | 100,475 | 100,417 | 100,417 | |||
| Property, plant and equipment | 2,218,465 | 2,218,465 | 2,291,042 | 2,291,042 | 2,271,210 | 2,271,210 | |||
| Investment properties | 19,089 | 19,089 | 19,577 | 19,577 | 19,557 | 19,557 | |||
| Investments in associated companies | 37,900 | 37,900 | 38,580 | 38,580 | 37,731 | 37,731 | |||
| Deferred tax assets | 2,163 | 59 | 2,104 | 3,843 | 121 | 3,722 | 89,162 | 182 | 88,980 |
| Receivables and other non current fi nancial assets |
108,665 | (8,263) | 116,928 | 128,050 | (8,349) | 136,399 | 100,332 | (8,320) | 108,652 |
| Total non current assets | 3,487,266 | (8,204) | 3,495,470 | 3,585,165 | (8,228) | 3,593,393 | 3,613,729 | (8,138) | 3,621,867 |
| CURRENT ASSETS | |||||||||
| Inventories and work in progress | 360,104 | 360,104 | 373,251 | 373,251 | 381,893 | 381,893 | |||
| Trade and other accounts | 349,994 | 349,994 | 437,888 | 437,888 | 354,877 | 354,877 | |||
| Current tax assets | 16,685 | 16,685 | 17,684 | 17,684 | 29,455 | 29,455 | |||
| Other receivables | 144,930 | 144,930 | 171,259 | 171,259 | 146,458 | 146,458 | |||
| Cash and cash equivalents | 359,404 | 359,404 | 266,166 | 266,166 | 237,344 | 237,344 | |||
| Total current assets | 1,231,117 | 0 | 1,231,117 | 1,266,248 | 0 | 1,266,248 | 1,150,027 | 0 | 1,150,027 |
| TOTAL ASSETS | 4,718,383 | (8,204) | 4,726,587 | 4,851,413 | (8,228) | 4,859,641 | 4,763,756 | (8,138) | 4,771,894 |
| LIABILITIES | |||||||||
| SHAREHOLDERS' EQUITY | |||||||||
| Share capital | 179,600 | 179,600 | 179,600 | 179,600 | 179,600 | 179,600 | |||
| Additional paid in capital | 11,207 | 11,207 | 11,207 | 11,207 | 11,207 | 11,207 | |||
| Consolidated reserves | 1,889,582 | (31,375) | 1,920,957 | 1,887,437 | (44,330) | 1,931,767 | 1,890,004 (49,987) | 1,939,991 | |
| Shareholders' equity | 2,080,389 | (31,375) | 2,111,764 | 2,078,244 | (44,330) | 2,122,574 | 2,080,811 (49,987) | 2,130,798 | |
| Minority interests | 349,011 | (43) | 349,054 | 341,607 | (63) | 341,670 | 334,036 | (110) | 334,146 |
| Shareholders' equity and minority interests |
2,429,400 | (31,418) | 2,460,818 | 2,419,851 | (44,393) | 2,464,244 | 2,414,847 (50,097) | 2,464,944 | |
| NON CURRENT LIABILITIES | |||||||||
| Provisions for pensions and other post employment benefi ts |
92,537 | 39,906 | 52,631 | 113,699 | 59,351 | 54,348 | 120,951 | 65,912 | 55,039 |
| Other provisions | 78,370 | 78,370 | 81,312 | 81,312 | 84,334 | 84,334 | |||
| Financial debts and put options | 1,384,444 | 1,384,444 | 1,460,846 | 1,460,846 | 1,197,703 | 1,197,703 | |||
| Deferred tax liabilities | 154,737 | (16,692) | 171,429 | 142,819 | (23,186) | 166,005 | 216,180 (23,953) | 240,133 | |
| Other non current liabilities | 21,762 | 21,762 | 21,573 | 21,573 | 26,557 | 26,557 | |||
| Total non current liabilities | 1,731,850 | 23,214 | 1,708,636 | 1,820,249 | 36,165 | 1,784,084 | 1,645,725 | 41,959 | 1,603,766 |
| CURRENT LIABILITIES | |||||||||
| Provisions | 10,911 | 10,911 | 11,553 | 11,553 | 9,967 | 9,967 | |||
| Financial debts and | 106,165 | 106,165 | 125,406 | 125,406 | 232,352 | 232,352 | |||
| put options at less than one year Trade and other accounts payable |
241,862 | 241,862 | 247,429 | 247,429 | 260,189 | 260,189 | |||
| Current taxes payable | 16,088 | 16,088 | 20,753 | 20,753 | 27,751 | 27,751 | |||
| Other liabilities | 182,107 | 182,107 | 206,172 | 206,172 | 172,925 | 172,925 | |||
| Total current liabilities | 557,133 | 0 | 557,133 | 611,313 | 0 | 611,313 | 703,184 | 0 | 703,184 |
| Total liabilities | 2,288,983 | 23,214 | 2,265,769 | 2,431,562 | 36,165 | 2,395,397 | 2,348,909 | 41,959 | 2,306,950 |
| Total liabilities and shareholders' equity |
4,718,383 | (8,204) | 4,726,587 | 4,851,413 | (8,228) | 4,859,641 | 4,763,756 | (8,138) | 4,771,894 |
| (in thousands of euros) | June 30, 2012 pro-forma |
Impacts IAS19 Revised |
June 30, 2012 published |
December 31, 2012 pro-forma |
Impacts IAS19 Revised |
December 31, 2012 published |
|---|---|---|---|---|---|---|
| NET SALES | 1,128,773 | 1,128,773 | 2,292,219 | 2,292,219 | ||
| Goods and services purchased | (727,168) | (727,168) | (1,461,292) | (1,461,292) | ||
| ADDED VALUE | 401,605 | 401,605 | 830,927 | 830,927 | ||
| Personnel costs | (183,492) | (183,492) | (366,653) | (366,653) | ||
| Taxes | (25,025) | (25,025) | (43,866) | (43,866) | ||
| GROSS OPERATING EARNINGS | 193,088 | 193,088 | 420,408 | 420,408 | ||
| Depreciation, amortization and provisions | (95,159) | 729 | (95,888) | (193,525) | (1,938) | (191,587) |
| Other income (expense) | 6,616 | 6,616 | 16,162 | 16,162 | ||
| OPERATING INCOME | 104,545 | 729 | 103,816 | 243,045 | (1,938) | 244,983 |
| Cost of net borrowings and fi nancial liabilities | (18,036) | (18,036) | (34,443) | (34,443) | ||
| Other revenues | 4,520 | 4,520 | 10,070 | 2,201 | 7,869 | |
| Other costs | (6,043) | (553) | (5,490) | (14,377) | (504) | (13,873) |
| NET FINANCIAL INCOME (EXPENSE) | (19,559) | (553) | (19,006) | (38,750) | 1,697 | (40,447) |
| Earnings from associated companies | 1,600 | 1,600 | 3,050 | 3,050 | ||
| EARNINGS BEFORE INCOME TAX | 86,586 | 176 | 86,410 | 207,345 | (241) | 207,586 |
| Income taxes | (26,036) | (2) | (26,034) | (59,458) | 163 | (59,621) |
| NET INCOME | 60,550 | 174 | 60,376 | 147,887 | (78) | 147,965 |
| Portion attributable to minority interests | 9,252 | (11) | 9,263 | 18,862 | (16) | 18,878 |
| PORTION ATTRIBUTABLE TO GROUP SHARE | 51,298 | 185 | 51,113 | 129,025 | (62) | 129,087 |
| EBITDA | 200,608 | 200,608 | 437,382 | 0 | 437,382 | |
| EBIT | 105,199 | 728 | 104,471 | 243,290 | (1,938) | 245,228 |
| CASH FLOW FROM OPERATIONS | 149,605 | 149,605 | 328,871 | 0 | 328,871 | |
| Earnings per share (in euros) | ||||||
| Basic and diluted earnings per share | 1.14 | 1.14 | 2.87 | 2.87 |
| (in thousands of euros) | June 30, 2012 pro-forma |
Impacts IAS19 Revised |
June 30, 2012 published |
December 31, 2012 pro-forma |
Impacts IAS19 Revised |
December 31, 2012 published |
|---|---|---|---|---|---|---|
| NET CONSOLIDATED INCOME | 60,550 | 174 | 60,376 | 147,887 | (78) | 147,965 |
| OTHER COMPREHENSIVE INCOME ITEMS | ||||||
| ITEMS NOT RECYCLABLE TO THE INCOME STATEMENT : |
||||||
| Actuarial gains and losses on employee benefi ts | (18,362) | (18,362) | (25,093) | (25,093) | ||
| Income tax related to non-recyclable items | 6,046 | 6,046 | 6,015 | 6,015 | ||
| ITEMS RECYCLABLE TO THE INCOME STATEMENT : |
||||||
| Net income from change in translation diff erences | 25,602 | (832) | 26,434 | (47,708) | 477 | (48,185) |
| Cash fl ow hedge instruments | (3,944) | (3,944) | (22,972) | (22,972) | ||
| Income tax related to recyclable items | 2,322 | 2,322 | 8,897 | 8,897 | ||
| OTHER COMPREHENSIVE INCOME (NET OF INCOME TAX) |
11,664 | (13,148) | 24,812 | (80,861) | (18,601) | (62,260) |
| TOTAL COMPREHENSIVE INCOME | 72,214 | (12,974) | 85,188 | 67,026 | (18,679) | 85,705 |
| Portion attributable to minority interests | 10,648 | (20) | 10,668 | 3,670 | (67) | 3,737 |
| PORTION ATTRIBUTABLE TO GROUP SHARE | 61,566 | (12,954) | 74,520 | 63,356 | (18,612) | 81,968 |
| (in thousands of euros) | June 30, 2012 pro-forma |
Impacts IAS19 Revised |
June 30, 2012 published |
December 31, 2012 pro-forma |
Impacts IAS19 Revised |
December 31, 2012 published |
|---|---|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Consolidated net income | 60,550 | 174 | 60,376 | 147,887 | (78) | 147,965 |
| Earnings from associated companies | (1,600) | (1,600) | (3,051) | (3,051) | ||
| Dividends received from associated companies | 1,578 | 1,578 | 1,582 | 1,582 | ||
| Elimination of non cash and non operating items : |
||||||
| - depreciation, amortization and provisions | 97,554 | (174) | 97,728 | 199,767 | 78 | 199,689 |
| - deferred taxes | (7,314) | (7,314) | (12,743) | (12,743) | ||
| - net (gain) loss from disposal of assets | (172) | (172) | (2,918) | (2,918) | ||
| - unrealized fair value gains and losses | (975) | (975) | (1,619) | (1,619) | ||
| - other | (15) | (15) | (34) | (34) | ||
| Cash fl ows from operating activities | 149,606 | 0 | 149,606 | 328,871 | 0 | 328,871 |
| Change in working capital from operating activities - net |
(84,816) | (84,816) | (21,412) | (21,412) | ||
| Net cash fl ows from operating activities (1) | 64,790 | 0 | 64,790 | 307,459 | 0 | 307,459 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Outfl ows linked to acquisitions of fi xed assets : | ||||||
| - property, plant and equipment and intangible assets |
(146,615) | (146,615) | (268,963) | (268,963) | ||
| - fi nancial investments | (3,138) | (3,138) | (4,203) | (4,203) | ||
| Infl ows linked to disposals of fi xed assets : | ||||||
| - property, plant and equipment and intangible assets |
1,988 | 1,988 | 7,625 | 7,625 | ||
| - fi nancial investments | 2,838 | 2,838 | 3,429 | 3,429 | ||
| Impact of changes in consolidation scope | (900) | (900) | (10,646) | (10,646) | ||
| Net cash fl ows from investing activities | (145,827) | 0 | (145,827) | (272,758) | 0 | (272,758) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Dividends paids | (87,475) | (87,475) | (87,993) | (87,993) | ||
| Increases in capital | 0 | 3,870 | 3,870 | |||
| Increases in borrowings | 109,487 | 109,487 | 108,334 | 108,334 | ||
| Redemptions of borrowings | (43,898) | (43,898) | (177,197) | (177,197) | ||
| Acquisitions of treasury shares | (6,066) | (6,066) | (10,472) | (10,472) | ||
| Disposals - allocations of treasury shares | 9,461 | 9,461 | 14,165 | 14,165 | ||
| Net cash fl ows from fi nancing activities | (18,491) | 0 | (18,491) | (149,293) | 0 | (149,293) |
| Impact of changes in foreign exchange rates | 3,340 | 3,340 | (4,342) | (4,342) | ||
| Change in cah position | (96,188) | 0 | (96,188) | (118,934) | 0 | (118,934) |
| Net cash and cash equivalents - opening balance | 344,013 | 344,013 | 344,013 | 344,013 | ||
| Net cash and cash equivalents - closing balance | 247,825 | 247,825 | 225,079 | 225,079 |
| (in thousands of euros) | Capital | Additional paid-in capital |
Treasury shares |
Conso lidated reserves |
Translation reserves |
Share holders' equity |
Minority interests |
Total share holders' equity and minority interets |
|---|---|---|---|---|---|---|---|---|
| At January 1, 2012 - published | 179,600 | 11,207 | (83,890) 2,080,899 | (76,052) | 2,111,764 | 349,054 | 2,460,818 | |
| Impacts IAS19 revised January 1, 2012 |
(31,375) | (31,375) | (43) | (31,418) | ||||
| At January 1, 2012 - revised | 179,600 | 11,207 | (83,890) 2,049,524 | (76,052) | 2,080,389 | 349,011 | 2,429,400 | |
| Consolidated net income | 51,113 | 51,113 | 9,263 | 60,376 | ||||
| IAS19R Adjustments on net income |
184 | 184 | (10) | 174 | ||||
| Other comprehensive income | (2,005) | 25,412 | 23,407 | 1,405 | 24,812 | |||
| IAS19R Adjustments on OCI | (12,307) | (832) | (13,139) | (9) | (13,148) | |||
| Total comprehensive income - published |
49,108 | 25,412 | 74,520 | 10,668 | 85,188 | |||
| IAS19R Adjustments on OCI | (12,123) | (832) | (12,955) | (19) | (12,974) | |||
| Total comprehensive income - pro-forma |
36,985 | 24,580 | 61,565 | 10,649 | 72,214 | |||
| Dividends paid | (66,039) | (66,039) | (21,987) | (88,026) | ||||
| Net change in treasury shares | 4,833 | (943) | 3,890 | 3,890 | ||||
| Changes in consolidation scope | (746) | (746) | (154) | (900) | ||||
| Increases in share | (942) | (942) | 4,230 | 3,288 | ||||
| Other changes | 127 | 127 | (141) | (14) | ||||
| At June 30, 2012 - published | 179,600 | 11,207 | (79,057) 2,061,464 | (50,640) | 2,122,574 | 341,670 | 2,464,244 | |
| Impacts IAS19 revised June 30, 2012 |
(43,498) | (832) | (44,330) | (62) | (44,392) | |||
| At June 30, 2012 - pro-forma | 179,600 | 11,207 | (79,057) 2,017,966 | (51,472) | 2,078,244 | 341,608 | 2,419,852 |
| (in thousands of euros) | Capital | Additional paid-in capital |
Treasury shares |
Conso lidated reserves |
Translation reserves |
Share holders' equity |
Minority interests |
Total share holders' equity and minority interets |
|---|---|---|---|---|---|---|---|---|
| At January 1, 2012 - published | 179,600 | 11,207 | (83,890) | 2,080,899 | (76,052) | 2,111,764 | 349,054 | 2,460,818 |
| Impacts IAS19 revised January 1, 2012 |
(31,375) | (31,375) | (43) | (31,418) | ||||
| At January 1, 2012 - revised | 179,600 | 11,207 (83,890) | 2,049,524 | (76,052) | 2,080,389 | 349,011 | 2,429,400 | |
| Consolidated net income | 129,087 | 129,087 | 18,878 | 147,965 | ||||
| IAS19R Adjustments on net income |
(62) | (62) | (16) | (78) | ||||
| Other comprehensive income | (14,798) | (32,321) | (47,119) | (15,141) | (62,260) | |||
| IAS19R Adjustments on OCI | (19,027) | 477 | (18,550) | (51) | (18,601) | |||
| Total comprehensive income - published |
114,289 | (32,321) | 81,968 | 3,737 | 85,705 | |||
| IAS19R Adjustments on OCI | (19,089) | 477 | (18,612) | (67) | (18,679) | |||
| Total comprehensive income - pro-forma |
95,200 | (31,844) | 63,356 | 3,670 | 67,026 | |||
| Dividends paid | (66,039) | (66,039) | (22,124) | (88,163) | ||||
| Net change in treasury shares | 5,209 | (994) | 4,215 | 4,215 | ||||
| Changes in consolidation scope | (749) | (749) | (154) | (903) | ||||
| Increases in share | (666) | (666) | 4,239 | 3,573 | ||||
| Other changes | 305 | 305 | (606) | (301) | ||||
| At december 31, 2012 - published |
179,600 | 11,207 | (78,681) | 2,127,045 (108,373) | 2,130,798 | 334,146 | 2,464,944 | |
| Impacts IAS19 revised December 31, 2012 |
(50,464) | 477 | (49,987) | (110) | (50,097) | |||
| At december 31, 2012 - pro-forma |
179,600 | 11,207 | (78,681) | 2,076,581 (107,896) | 2,080,811 | 334,036 | 2,414,847 |
| 2.1. Change in consolidated sales | 43 |
|---|---|
| 2.2. Change in operating income | 45 |
| 2.3. Change in fi nancial income | 50 |
| 2.4. Change in taxes | 50 |
| 2.5. Change in net income | 51 |
|---|---|
| 2.6. Change in fi nancial position | 51 |
| 2.7. Outlook for 2013 | 51 |
The accounting policies and measurement methods used in the consolidated fi nancial statements as at June 30, 2013 are the same as those used in the 2012 annual fi nancial statements, with the exception of the standard IAS 19 revised "Employee benefi ts" which is mandatory on a retrospective basis with eff ect from January 1, 2013. As IAS 19 revised is applicable retrospectively, the 2012 fi nancial statements have been adjusted in accordance with the new rules for comparison purposes. The detailed impacts of the fi rst-time adoption of IAS 19 revised are described in notes 1 and 24 to the consolidated fi nancial statements as at June 30, 2013.
The Vicat Group's consolidated sales for the fi rst half of 2013 were €1,148 million, up 1.7% and 3.2% at constant consolidation scope and exchange rates compared with the same period in 2012, resulting from:
The change in consolidated sales as at June 30, 2013 by division compared with June 30, 2012 was as follows:
| June 30, 2013 |
June 30, 2012 |
Change | Change (%) |
Exchange rate eff ect |
Change in scope |
Internal growth |
|---|---|---|---|---|---|---|
| 581 | 581 | 0 | (0.1%) | (16) | 0 | 16 |
| 418 | 390 | 28 | 7.2% | (4) | 5 | 27 |
| 149 | 158 | (9) | (5.6%) | (1) | 0 | (7) |
| 1,148 | 1,129 | 19 | 1.7% | (22) | 5 | 36 |
| Comprising consolidation |
During the fi rst half of 2013, consolidated sales in the Cement division increased by 2.8% at constant consolidation scope and exchange rates. The considerable falls recorded in France and the West Africa – Middle East region were off set by the increased strength of Group activity in India and Kazakhstan, the business momentum in Turkey and Switzerland and fi nally the continued recovery in the United States.
Concrete & Aggregates division sales were up 6.9% at constant consolidation scope and exchange rates.
The Other Products & Services division, for its part, fell by 4.7% at constant consolidation scope and exchange rates.
The breakdown of the Group's operational sales by division (before elimination of inter-division sales) was as follows:
| (percentage) | June 30, 2013 | June 30, 2012 |
|---|---|---|
| Cement | 52.4 | 53.2 |
| Concrete and Aggregates | 32.6 | 31.5 |
| Other Products and Services | 15.0 | 15.3 |
| Total | 100.0 | 100.0 |
The breakdown of operational sales by division for the fi rst half of 2013 shows a slight decrease in the contribution from the Cement division, which represented 52.4% of operational sales compared with 53.2% in the fi rst half of 2012, an increase in the contribution from the Concrete & Aggregates division which reached 32.6% compared with 31.5% in the same period of 2012. Finally, the contribution from the Other Products & Services division fell slightly to 15.0% of the Group's operational sales compared with 15.3% in the fi rst half of 2012.
The share of the Group's main businesses, cement, concrete and aggregates, remained stable overall at 85% of operational sales.
The change in volumes in our main businesses was as follows:
| June 30, 2013 | June 30, 2012 | Change | |
|---|---|---|---|
| Cement (thousand t) | 9,212 | 8,874 | 3.8% |
| Concrete (thousand m3) | 4,134 | 3,669 | 12.7% |
| Aggregates (thousand t) | 11,133 | 10,730 | 3.8% |
The main factors underlying sales growth were:
Breakdown of consolidated sales by geographic sales region:
| (€ million except %) | June 30, 2013 | % | June 30, 2012 | % |
|---|---|---|---|---|
| France | 409 | 35.6 | 429 | 38.0 |
| Americas | 103 | 9.0 | 96 | 8.5 |
| Turkey, India and Kazakhstan | 228 | 19.8 | 202 | 17.9 |
| Africa Middle East | 196 | 17.0 | 200 | 17.7 |
| Europe (excluding France) | 212 | 18.5 | 202 | 17.9 |
| Total | 1,148 | 100.0 | 1,129 | 100.0 |
By geographic sales region, the proportion of consolidated sales deriving from France is down owing to poor weather conditions in the fi rst quarter, a macroeconomic situation which remains diffi cult and fewer working days. The level of Group activity in Egypt was still aff ected over the half by the situation described above.
Activity was sustained in Switzerland and Turkey in a favourable economic and sector environment. In the United States, the Group was able to take advantage of the continuation of the recovery begun in 2012. Finally, the increased output from the Group's investments in India and Kazakhstan resulted in a further increase in business in the region as a whole.
| (€ million) | Cement | Concrete & Aggregates |
Other Products & Services |
Elimination of inter-division sales |
Consolidated sales |
|---|---|---|---|---|---|
| France | 187.1 | 215.3 | 115.9 | (92.6) | 425.7 |
| Europe (excluding France) | 86.2 | 75.0 | 61.2 | (24.8) | 197.5 |
| United States | 46.8 | 73.7 | - | (17.1) | 103.4 |
| Turkey, India, Kazakhstan | 206.9 | 56.0 | 21.1 | (40.0) | 244.0 |
| Africa, Middle East | 166.3 | 12.2 | - | (1.5) | 177.0 |
| Operational sales | 693.4 | 432.1 | 198.2 | (176.0) | 1,147.7 |
| Elimination of inter-division sales | (112.8) | (13.8) | (49.5) | 176.0 | |
| Consolidated sales | 580.6 | 418.3 | 148.7 | - | 1,147.7 |
| Internal | |||||
|---|---|---|---|---|---|
| June 30, 2013 | pro-forma | Change | rate eff ect | scope | growth |
| 1,148 | 1,129 | 1 .7% | (2.0%) | 0.5% | 3.2% |
| 201 | 201 | 0.4% | (1.7%) | - | 2.1% |
| 105 | 105 | 0.1% | (1.2%) | - | 1.3% |
| 107 | 105 | 2.4% | (1.2%) | - | 3.6% |
| June 30, 2012 | Exchange | Change in consolidation |
The Group's consolidated EBITDA came to €201 million, an increase of 2.1%. The EBITDA margin on consolidated sales was 17.5% compared with 17.8% in the fi rst half of 2012.
The Group's EBITDA growth was driven by:
These positive factors off set:
On this basis, and after an increased depreciation charge due to the commissioning of new facilities, particularly with the start-up of Vicat Sagar in India, operating income (EBIT) rose by 1.3% to €105 million.
The following paragraphs give a breakdown of operating income by business segment, and an analysis of the change between 2012 and 2013.
| Change (%) | ||||
|---|---|---|---|---|
| (€ million except %) | June 30, 2013 | June 30, 2012 pro-forma |
Reported | At constant consolidation scope and exchange rates |
| Volume (thousand t) | 9,212 | 8,874 | 3.8% | - |
| Operational sales | 693 | 685 | 1.2% | 3.8% |
| Consolidated sales | 581 | 581 | (0.1%) | 2.9% |
| EBITDA | 147 | 155 | (5.2%) | (3.4%) |
| EBIT | 80 | 90 | (11.3%) | (10.2%) |
The Cement business delivered 3.8% growth in fi rst-half operational sales.
Selling prices were globally stable, with increases in France, Turkey, Kazakhstan, Egypt, the United States and Italy off setting the decrease in India and West Africa. Stable selling prices were accompanied by 3.8% volume growth. The contraction in volumes in France, Egypt, West Africa and Italy was more than off set by the build-up in India and Kazakhstan, buoyant business in Turkey and Switzerland, where weather conditions were more clement, and the confi rmed rebound in business in the United States.
EBITDA totalled €147 million, a decrease of 3.4% at constant consolidation scope and exchange rates. The decline stemmed mainly from the lower EBITDA generated in India and West Africa due to lower selling prices and to the increases in certain production costs, as well as to the start-up costs of Vicat Sagar in India and in France to the lower volumes, which were only partly off set by EBITDA growth in Kazakhstan, the United States and Turkey. However, in France, EBITDA margin was up compared with the fi rst half of 2012 despite the sharp drop in volumes.
EBIT came to €80 million, aff ected by the decline in EBITDA and the increased depreciation charge following the start-up of the Vicat Sagar Cement plant.
| Change (%) | ||||
|---|---|---|---|---|
| (€ million except %) | June 30, 2013 | June 30, 2012 pro-forma |
Reported | At constant consolidation scope and exchange rates |
| Concrete volumes (thousand m3) | 4,134 | 3,669 | 12.7% | - |
| Aggregates volumes (thousand t) | 11,133 | 10,730 | 3.8% | - |
| Operational sales | 432 | 406 | 6.5% | 6.2% |
| Consolidated sales | 418 | 390 | 7.2% | 6.9% |
| EBITDA | 37 | 29 | 27.2% | 28.5% |
| EBIT | 15 | 5 | 179.7% | 183.2% |
Concrete & Aggregates delivered robust growth in operational sales, up 6.2% compared with the fi rst half of 2012. This positive trend stemmed from an improved environment in all countries where the Group operates except for Senegal. On this basis, EBITDA rose by 28.5%, refl ecting a sharp improvement in the Group's EBITDA margin in almost all countries, except for Senegal.
| Change (%) | ||||
|---|---|---|---|---|
| (€ million except %) | June 30, 2013 | June 30, 2012 pro-forma |
Reported | At constant consolidation scope and exchange rates |
| Operational sales | 198 | 197 | 0.4% | 1.4% |
| Consolidated sales | 149 | 158 | (5.6%) | (4.7%) |
| EBITDA | 17 | 16 | 5.7% | 7.2% |
| EBIT | 11 | 10 | 7.2% | 8.7% |
Operational sales increased by 1.4%. EBITDA totalled €17 million, up 7.2% compared with the fi rst half of 2012.
| Change (%) | ||||
|---|---|---|---|---|
| June 30, 2012 | At constant consolidation scope and exchange rates |
|||
| 426 | 441 | (3.4%) | (4.6%) | |
| 76 | 75 | 1.3% | 1.3% | |
| 46 | 47 | (1.3%) | (1.2%) | |
| June 30, 2013 | pro-forma | Reported |
In France, consolidated sales decreased by 4.6% to €426 million in the fi rst half. The decline during the period, which included two fewer business days than in the same period in 2012, was due mainly to the continued downturn in the construction market and unfavourable weather conditions. Despite this adverse climate, the Group delivered an improved operating performance, with growth in both EBITDA and EBITDA margin over the period.
| Change (%) | ||||
|---|---|---|---|---|
| (€ million except %) | June 30, 2013 | June 30, 2012 pro-forma |
Reported | At constant consolidation scope and exchange rates |
| Consolidated sales | 197 | 192 | 3.1% | 5.1% |
| EBITDA | 47 | 47 | 0.6% | 2.6% |
| EBIT | 33 | 33 | 0.3% | 2.3% |
Consolidated sales in Europe, excluding France, rose by 5.1% and EBITDA by 2.6%.
In Switzerland, the Group's consolidated sales in the fi rst half of 2013 were €187 million, while EBITDA rose by 1.4% despite slight pressure on prices early in the year.
In Italy, sales fell by 16%. Business remained badly aff ected during the fi rst half by a diffi cult macro-economic and sector environment. Volumes therefore fell by more than 23% but despite this unfavourable backdrop, selling prices rose yet again in a domestic market that is now consolidating. EBITDA therefore grew by more than 49%.
| Change (%) | ||||
|---|---|---|---|---|
| (€ million except %) | June 30, 2013 | June 30, 2012 pro-forma |
Reported | At constant consolidation scope and exchange rates |
| Consolidated sales | 103 | 96 | 8.0% | 9.8% |
| EBITDA | (1) | (8) | 89.5% | 89.4% |
| EBIT | (13) | (22) | 40.7% | 39.8% |
2.2.2.3 Income statement for the United States
Business in the United States improved in an increasingly healthy macro-economic climate. Volume growth continued, coupled with moderate rises in selling prices that varied according to region. Against this backdrop, Group sales rose by 9.8% compared with the fi rst half of 2012, while EBITDA increased signifi cantly, drawing close to breakeven by the end of the period.
| Change (%) | |||||
|---|---|---|---|---|---|
| (€ million except %) | June 30, 2013 | June 30, 2012 pro-forma |
Reported | At constant consolidation scope and exchange rates |
|
| Consolidated sales | 244 | 204 | 19.7% | 24.5% | |
| EBITDA | 40 | 37 | 8.5% | 11.6% | |
| EBIT | 19 | 18 | 4.7% | 6.4% | |
Sales for the region as a whole grew by 24.5% to €244 million. EBITDA rose by 11.6%.
In Turkey, sales amounted to €118 million, an increase of 24.2%. Despite the social unrest at the end of the fi rst half, the Group, like the rest of the industry, was able to take advantage of good weather conditions, particularly in the fi rst quarter of 2013, and a favourable macro-economic and industry environment. On this basis, EBITDA in Turkey rose by 30.7% compared with the fi rst half of 2012.
In India, Group sales totalled €87.3 million in the fi rst half of 2013, up 18.4% at constant consolidation scope and exchange rates. During the period, the Group focused its attention on the start-up of Vicat Sagar and the continued build-up of Bharathi Cement. Volumes therefore increased signifi cantly, by about 34%, with almost 1.7 million tonnes of cement delivered. By contrast, the competitive environment intensifi ed considerably during the period, and particularly in the fi rst quarter, leading to a sharp deterioration in selling prices, which remain highly volatile in India. Given the adverse trends in selling prices, the increase in certain production costs and the start-up costs for Vicat Sagar, EBITDA declined sharply, by 77.7% at constant consolidation scope and exchange rates.
Kazakhstan delivered an excellent performance in the fi rst half, driven by good weather conditions and continued work on major infrastructure projects. The Group stepped up its deployment in this high-potential market, with volume growth of more than 23% in a favourable pricing environment. All in all, sales for the period rose by 42.8% to €38.9 million. The Group also delivered very strong growth in EBITDA in this country, at almost €14 million compared with €1 million in the same period of 2012 – higher than EBITDA for the whole of 2012. This performance refl ects the very positive dynamics of a rapidly growing market but also a substantial improvement in the Group's industrial effi ciency, two years after the start-up of this greenfi eld facility.
| Change (%) | ||||||
|---|---|---|---|---|---|---|
| (€ million except %) | June 30, 2013 | June 30, 2012 pro-forma |
Reported | At constant consolidation scope and exchange rates |
||
| Consolidated sales | 177 | 197 | (10.0%) | (6.5%) | ||
| EBITDA | 39 | 49 | (21.1%) | (18.6%) | ||
| EBIT | 21 | 30 | (31.1%) | (29.6%) |
In the Africa and Middle East region, sales declined by 6.5% to €177 million, while EBITDA declined by 18.6%.
| June 30, 2012 | ||||
|---|---|---|---|---|
| (€ million except %) | June 30, 2013 | pro-forma | Change | |
| Cost of net fi nancial debt | (19.5) | (18.0) | (8.2%) | |
| Other fi nancial income and expenses | (2.0) | (1.5) | 28.0% | |
| Financial income | (21.5) | (19.6) | (9.8%) | |
The increase in net fi nancial expense of almost €2 million to €21.5 million was due primarily to the end of the capitalisation period of the fi nancial costs associated with the start-up of Vicat Sagar and Gulbarga Power in India, partly off set by a decrease in fi nancial expenses in France.
| June 30, 2012 | ||||
|---|---|---|---|---|
| (€ million except %) | June 30, 2013 | pro-forma | Change | |
| Taxes payable | (38.6) | (33.3) | (15.8%) | |
| Deferred taxes | 10.1 | 7.3 | 38.0% | |
| Total taxes | (28.5) | (26.0) | (9.5%) | |
The increase in tax charges of 9.5% is the result of an increase in current income and a rise in the Group's average tax rate to 32.5%, compared with 30.1% in the fi rst half of 2012. This rise in average tax rate came mainly from:
the 85% limit on the deductibility of fi nancial expenses in France;
the additional tax on dividends paid introduced in France this year;
higher withholding taxes resulting from an increase in dividends received in France and various other impacts.
Consolidated net income was €54.9 million, up 9.0%, giving a net margin of 4.8% of sales in the fi rst half of 2013, compared with 4.5% in the fi rst half of 2012.
As at June 30, 2013, the Group has a sound fi nancial position with signifi cant shareholders' equity and well-controlled debt which remains stable compared with June 30, 2012 (+€97 million compared with December 31, 2012 and -€2 million compared with June 30, 2012). Gross debt, excluding put option and including fi nancial instruments assets, was €1,448 million.
On this basis, the Group's gearing as at June 30, 2013 was 53.3% and leverage was 2.8 times EBITDA.
| June 30, 2012 pro-forma |
||
|---|---|---|
| (€ million) | June 30, 2013 | |
| Gross fi nancial debt | 1,448 | 1,509 |
| Cash | (207) | (266) |
| Net fi nancial debt (excluding option) | 1,241 | 1,243 |
| Consolidated shareholders' equity | 2,329 | 2,420 |
| Gearing | 53.30% | 51.40% |
| EBITDA | 438.1 | 438.2 |
| Leverage | x 2.8 | x 2.8 |
Medium and long-term fi nancing agreements contain specifi c clauses (covenants) in particular requiring adherence to fi nancial ratios. In view of the small number of companies concerned, basically Vicat SA, the Group parent company, the level of net debt and the liquidity of the Group's balance sheet, the existence of these covenants does not represent a risk to the Group's fi nancial position. As at June 30, 2013, the Group adhered to all the ratios referred to in the covenants contained in the fi nancing agreements.
The Group had confi rmed credit lines which are not used and not assigned to hedge the liquidity risk on commercial papers, amounting to €342 million as at June 30, 2013 (€416 million as at December 31, 2012).
The Group also has a programme for the issue of commercial papers amounting to €300 million. As at June 30, 2013, issued papers amounted to €300 million. The commercial papers which constitute these short-term credit instruments are backed by confi rmed credit lines for the amount issued and as such are classed as medium-term debts in the consolidated balance sheet.
The Vicat Sagar greenfi eld plant in India became operational in December 2012, marking the end of an ambitious investment programme that has considerably extended the Vicat Group's geographical reach and laid the foundations for long-term profi table growth.
The Group now intends to take advantage of its strong market positions, the quality of its production facilities and its strict cost control, with the aim of gradually maximising cash fl ow and reducing debt, before starting a new phase of its international development strategy.
For 2013, the Group wishes to provide the following comments concerning its various markets:
In Italy, the Group expects the situation to improve after a tough year in 2012. Given current levels of cement consumption, volumes should very gradually stabilise and selling prices begin to recover.
In the United States, the Group anticipates further improvement in its business, in terms of both volumes and prices.
« I hereby declare that, to the best of my knowledge, the consolidated accounts compiled for the last half year have been drawn up in accordance with the applicable accounting standards and are a true refl ection of the assets and liabilities, fi nancial position and income of the company and all the fi rms within the consolidation scope and that the half year report on operations, attached on pages 42 ff ., presents a true picture of the major events which occurred during the fi rst six months of the year, their impact on the accounts and the main transactions between related parties and describes the main risks and the main uncertainties for the remaining six months of the year. »
Paris La Défense, August 2, 2013
Guy Sidos Chief Executive Offi cer
31 1
For the six-month period ended June 30, 2013
To the Shareholders,
In compliance with the assignment entrusted to us by your Annual General Meeting and in accordance with the requirements of article L.451-1-2 III of the French Monetary and Financial Code ("Code monétaire et fi nancier"), we hereby report to you on:
These condensed half-year consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-year consolidated fi nancial statements are not prepared, in all material respects, in accordance with IAS 34 standard of the IFRSs as adopted by the European Union applicable to interim fi nancial information.
Without qualifying the conclusion expressed above, we draw your attention to the mention in the note 24 to the condensed half-yearly consolidated financial statements which sets out the accounting consequences related to the fi rst application of «revised IAS 19» on the shareholders' equity at January 1, 2012, as well as on the interim consolidated financial statements for the period ended June 30, 2012 and on the consolidated fi nancial statement for the period ended December 31, 2012.
We have also verified information given in the half-yearly management report on the condensed half-yearly consolidated financial statements that were subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.
Paris La Défense, August 2, 2013 KPMG Audit - a division of KPMG S.A. Bertrand Desbarrières - Partner
Chamalières, August 2, 2013 Wolff & Associés S.A.S. Patrick Wolff - Partner
VICAT S.A. - Siège social : Tour Manhattan – 6, place de l'Iris - 92095 Paris-La Défense Cedex Société anonyme au capital de 179 600 000 euros - RCS Nanterre 057 505 539 SIREN 057.505.539 - Tél. : 01 58 86 86 86 - Fax : 01 58 86 87 87 www.vicat.fr
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.