Quarterly Report • Aug 5, 2014
Quarterly Report
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| 1.1. | Consolidated statement of financial position | 4 |
|---|---|---|
| 1.2. | Consolidated income statement | 5 |
| 1.3. | Consolidated statement of comprehensive income | 6 |
| 1.4. | Consolidated cash flows statement | 7 |
| 1.5. | Statement of changes in consolidated shareholders' equity | 8 |
| 1.6. | Notes to the consolidated financial statements at June 30, 2014 |
9 |
2
| 2.1. | Change in consolidated sales | 42 |
|---|---|---|
| 2.2. | Change in operating income | 44 |
| 2.3. | Change in financial income | 49 |
| 2.4. | Change in income taxes | 50 |
| 2.5. | Change in net income | 50 |
| 2.6. | Change in financial position | 50 |
| 2.7. | Recent events | 51 |
| 2.8. | Outlook for 2014 | 52 |
3
4
Statutory auditors' review report on the condensed halfyearly consolidated financial statements 57
Bharati Cement factory in Kapada, Andhra Pradesh (India).
| 1.1. | Consolidated statement of financial position | 4 |
|---|---|---|
| 1.2. | Consolidated income statement | 5 |
| 1.3. | Consolidated statement of comprehensive income | 6 |
| 1.4. | Consolidated cash flows statement | 7 |
| 1.5. | Statement of changes in consolidated shareholders' equity |
8 |
| 1.6. | Notes to the consolidated financial statements at June 30, 2014 |
9 |
1.1 Consolidated statement of financial position
| (in thousands of euros) | Notes | June 30, 2014 | December 31, 2013 |
|---|---|---|---|
| Assets | |||
| Non current assets | |||
| Goodwill | 3 | 967,319 | 946,569 |
| Other intangible assets | 4 | 113,288 | 100,103 |
| Property, plant and equipment | 5 | 2,070,603 | 2,102,012 |
| Investment properties | 19,046 | 19,107 | |
| Investments in associated companies | 37,140 | 38,213 | |
| Deferred tax assets | 111,367 | 101,671 | |
| Receivables and other non current financial assets | 110,175 | 133,738 | |
| Total non current assets | 3,428,938 | 3,441,413 | |
| Current assets | |||
| Inventories and work in progress | 352,776 | 359,712 | |
| Trade and other accounts | 446,259 | 348,309 | |
| Current tax assets | 29,569 | 29,866 | |
| Other receivables | 150,244 | 127,963 | |
| Cash and cash equivalents | 6 | 231,765 | 241,907 |
| Total current assets | 1,210,613 | 1,107,757 | |
| Total assets | 4,639,551 | 4,549,170 | |
| Liabili ties |
|||
| Shareholders' equity | |||
| Share capital | 7 | 179,600 | 179,600 |
| Additional paid in capital | 11,207 | 11,207 | |
| Consolidated reserves | 1,789,662 | 1,818,942 | |
| Shareholders' equity | 1,980,469 | 2,009,749 | |
| Minority interests | 265,631 | 282,216 | |
| Shareholders' equity and minority interests | 2,246,100 | 2,291,965 | |
| Non current liabilities | |||
| Provisions for pensions and other post employment benefits | 8 | 94,612 | 87,584 |
| Other provisions | 8 | 82,068 | 77,208 |
| Financial debts and put options | 9 | 1,279,779 | 1,201,953 |
| Deferred tax liabilities | 204,687 | 215,751 | |
| Other non current liabilities | 12,027 | 10,394 | |
| Total non current liabilities | 1,673,173 | 1,592,890 | |
| Current liabilities | |||
| Provisions | 8 | 10,527 | 12,494 |
| Financial debts and put options at less than one year | 9 | 193,321 | 172,604 |
| Trade and other accounts payable | 297,392 | 276,633 | |
| Current taxes payable | 28,076 | 25,354 | |
| Other liabilities | 190,962 | 177,230 | |
| Total current liabilities | 720,278 | 664,315 | |
| Total liabilities | 2,393,451 | 2,257,205 | |
| Total liabilities and shareholders' equity | 4,639,551 | 4,549,170 |
| (in thousands of euros) | Notes | June 30, 2014 | June 30, 2013 |
|---|---|---|---|
| Sales | 11 | 1,217,811 | 1,147,683 |
| Goods and services purchased | (810,599) | (751,809) | |
| Added value | 1.22 | 407,212 | 395,874 |
| Personnel costs | (187,974) | (183,598) | |
| Taxes | (25,539) | (22,314) | |
| Gross operating income | 1.22 & 14 | 193,699 | 189,962 |
| Depreciation, amortization and provisions | 12 | (91,571) | (92,206) |
| Other income and expenses | 13 | 10,292 | 9,279 |
| Operating income | 14 | 112,420 | 107,035 |
| Cost of net financial debt | 15 | (23,514) | (19,521) |
| Other financial income | 15 | 5,832 | 3,414 |
| Other financial expenses | 15 | (12,004) | (5,368) |
| Net financial income (expense) | 15 | (29,686) | (21,475) |
| Earnings from associated companies | 1,712 | 2,140 | |
| Profit (loss) before tax | 84,446 | 87,700 | |
| Income tax | 16 | (28,438) | (28,516) |
| Consolidated net income | 56,008 | 59,184 | |
| Portion attributable to minority interests | 5,292 | 4,307 | |
| Portion attributable to the Group | 50,716 | 54,877 | |
| EBI TDA |
1.22 & 14 | 207,674 | 201,374 |
| EBI T |
1.22 & 14 | 115,199 | 105,282 |
| Cash flow from operations | 1.22 | 143,733 | 138,247 |
| Earnings per share (in euros) | |||
| Basic and diluted Group share of net earnings per share | 7 | 1.13 | 1.22 |
1.3 Consolidated statement of comprehensive income
| (in thousands of euros) | June 30, 2014 | June 30, 2013 |
|---|---|---|
| Consolidated net income | 56,008 | 59,184 |
| Other comprehensive income items | ||
| Items not recycled to profit or loss: | ||
| Remeasurement of the net defined benefit liability | (8,566) | 20,918 |
| Tax on non-recycled items | 2,998 | (6,045) |
| Items recycled to profit or loss: | ||
| Net income from change in translation differences | (868) | (79,743) |
| Cash flow hedge instruments | (10,782) | (6,299) |
| Tax on recycled items | 3,510 | 2,237 |
| Other comprehensive income (after tax) | (13,708) | (68,932) |
| Total comprehensive inc ome |
42,300 | (9,748) |
| Portion attributable to minority interests | 6,180 | (16,036) |
| Portion attributable to the Group | 36,120 | 6,288 |
| (in thousands of euros) | Notes | June 30, 2014 | June 30, 2013 |
|---|---|---|---|
| Cash flo ws fro m op erating ac tivities |
|||
| Consolidated net income | 56,008 | 59,183 | |
| Earnings from associated companies | (1,712) | (2,140) | |
| Dividends received from associated companies | 969 | 331 | |
| Elimination of non cash and non operating items: | |||
| - depreciation, amortization and provisions | 91,833 | 93,860 | |
| - deferred taxes | (13,394) | (10,090) | |
| - net (gain) loss from disposal of assets | 282 | (1,906) | |
| - unrealized fair value gains and losses | 1,097 | (985) | |
| - other | 8,650 | (7) | |
| Cash flows from operating activities | 1.22 | 143,733 | 138,246 |
| Change in working capital requirement | (58,724) | (73,226) | |
| Net cash flows from operating activities (1) | 18 | 85,009 | 65,020 |
| Cash flo ws fro m investing ac tivities |
|||
| Outflows linked to acquisitions of non-current assets: | |||
| - property, plant and equipment and intangible assets | (81,155) | (90,449) | |
| - financial investments | (9,815) | (1,398) | |
| Inflows linked to disposals of non-current assets: | |||
| - property, plant and equipment and intangible assets | 2,781 | 5,228 | |
| - financial investments | 4,554 | 1,290 | |
| Impact of changes in consolidation scope | (17,822) | (314) | |
| Net cash flows from investing activities | 19 | (101,457) | (85,643) |
| Cash flo ws fro m financing ac tivities |
|||
| Dividends paids | (80,588) | (79,839) | |
| Increases in capital | 122 | ||
| Proceeds from borrowings | 113,530 | 84,402 | |
| Repayments of borrowings | (43,569) | (21,931) | |
| Acquisitions of treasury shares | (9,203) | (5,240) | |
| Disposals or allocations of treasury shares | 13,127 | 8,642 | |
| Net cash flows from financing activities | (6,581) | (13,966) | |
| Impact of changes in foreign exchange rates | 1,940 | (8,428) | |
| Change in cah position | (21,089) | (43,017) | |
| Net cash and cash equivalents – opening balance | 20 | 225,812 | 225,079 |
| Net cash and cash equivalents – closing balance | 20 | 204,723 | 182,062 |
(1) Including cash flows from income taxes € (33,419) thousand in 2014 and € (32,854) thousand in 2013.
Including cash flows from interests paid and received € (23,833) thousand in 2014 and € (19,643) thousand in 2013.
1.5 Statement of changes in consolidated shareholders' equity
| (in thousands of euros) | Capital | Additional paid in capital |
Treasury shares |
Consolidated reserves |
Translation reserves |
Share holders' equity |
Minority interests |
Total share holders' equity and minority interests |
|---|---|---|---|---|---|---|---|---|
| At January 1, 2013 | 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 and additional acquisitions |
(51) | (51) | ||||||
| Increase in share capital | ||||||||
| Other changes | 920 | 920 | 17 | 937 | ||||
| At June 30, 2013 | 179,600 | 11,207 | (74,754) | 2,076,576 | (167,043) | 2,025,586 | 303,911 | 2,329,497 |
| At January 1, 2014 | 179,600 | 11,207 | (73,945) | 2,155,752 | (262,865) | 2,009,749 | 282,216 | 2,291,965 |
| Consolidated net income | 50,716 | 50,716 | 5,292 | 56,008 | ||||
| Other comprehensive income | (21,190) | 6,594 | (14,596) | 888 | (13,708) | |||
| Total comprehensive income | 29,526 | 6,594 | 36,120 | 6,180 | 42,300 | |||
| Dividends paids | (66,064) | (66,064) | (14,876) | (80,940) | ||||
| Net change in treasury shares | 4,713 | (517) | 4,196 | 4,196 | ||||
| Changes in consolidation scope and additional acquisitions |
(3,304) | (3,304) | (7,875) | (11,179) | ||||
| Increases in share capital | ||||||||
| Other changes | (228) | (228) | (14) | (242) | ||||
| At June 30, 2014 | 179,600 | 11,207 | (69,232) | 2,115,165 | (256,271) | 1,980,469 | 265,631 | 2,246,100 |
Group translation differences at June 30th, 2014 are broken down by currency as follows (in thousands of euros):
| US dollar: | (13,786) |
|---|---|
| Swiss franc: | 130,976 |
| Turkish new lira: | (123,071) |
| Egyptian pound: | (57,001) |
| Kazakh tengue: | (52,978) |
| Mauritanian ouguiya: | (3,894) |
| Indian rupee: | (136,517) |
| (256,271) |
| Note 1 | Acc ounting policies and valuation methods |
10 |
|---|---|---|
| Note 2 | Changes in consolidation scope and other significant events | 17 |
| Note 3 | Goodwill | 18 |
| Note 4 | Other intangible assets | 19 |
| Note 5 | Property, plant and equipment | 21 |
| Note 6 | Cash and cash equivalents | 22 |
| Note 7 | Share capital | 22 |
| Note 8 | Provisions | 23 |
| Note 9 | Debts and put options | 23 |
| Note 10 | Financial instruments | 25 |
| Note 11 | Sales | 28 |
| Note 12 | Depreciation, amortization and provisions | 28 |
| Note 13 | Other income (expense) | 28 |
| Note 14 | Financial performance indicators | 29 |
| Note 15 | Financial income (expense) | 29 |
| Note 16 | Income tax | 30 |
| Note 17 | Segment information | 30 |
| Note 18 | Net cash flows generated from operating activities | 32 |
| Note 19 | Net cash flows from investing activities | 33 |
| Note 20 | Analysis of net cash balances | 33 |
| Note 21 | Transactions with related companies | 33 |
| Note 22 | Subsequent events | 34 |
| Note 23 | List of main consolidated companies as at June 30, 2014 | 34 |
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 financial 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 in force on June 30, 2014 for its benchmark accounting policies.
Standards and interpretations published by the IASB but not yet in effect as at June 30, 2014 were not applied ahead of schedule in the Group consolidated financial statements at the closing date. This mainly involves IFRIC 21 Interpretation "Levies", which is going to be studied in order to assess the potential impact on the consolidated financial statements.
The consolidated financial statements at June 30, 2014 were prepared in accordance with IAS 34 "Interim Financial Reporting". As condensed financial statements, they have to be read in relation with those prepared for the annual year ended December 31, 2013 in accordance with International Financial Reporting Standards (IFRS). Moreover they present comparative data for the previous year prepared under these same IFRS's. The accounting policies and methods applied in the financial statements as at June 30, 2014 are consistent with those applied for the annual financial statements as at December 31, 2013.
The standards that are mandatory for annual periods beginning on or after January 1, 2014 have no impact on the 2014 consolidated financial statements. These mainly concern IFRS 10 "Consolidated financial statements", IFRS 11 "Joint arrangements" and IFRS 12 "Disclosure of interests in other entities" and their impact on IAS 27 "Separate financial statements" and IAS 28 "Investments in associated and joint ventures".
These financial statements were finalized and approved by the Board of Directors in its meeting of August 1st, 2014.
The financial statements are presented in thousands of euros.
The consolidated statement of comprehensive income is presented by type in two separate statements: the consolidated income statement and the consolidated statement of other comprehensive income.
The consolidated statement of financial 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 flows is presented according to the indirect method.
The financial statements are 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 hedging transactions.
The accounting policies and measurement methods described hereinafter have been applied on a permanent basis to all of the financial years presented in the consolidated financial statements.
The establishment of consolidated financial statements under IFRS's requires the Group's management to make a number of estimates and assumptions, which have a direct impact on the financial 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 justified by the circumstances, at least at the end of each year, and the pertinent items in the financial statements are updated accordingly.
When a company is acquired, its assets and liabilities are measured at their fair value 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 the date of the acquisition or disposal, as appropriate.
The statutory financial statements of the companies at June 30, 2014 are consolidated, and any necessary adjusting entries are made to restate them in accordance with the Group accounting policies. All intercompany balances and transactions are eliminated during the preparation of the consolidated financial 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, and 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 main companies included in the consolidation scope as at June 30, 2014 is provided in note 23.
With effect 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 affect business combinations carried out before January 1, 2010.
These are reported using the acquisition method. Goodwill corresponds to the difference between the acquisition cost of the shares in the acquired company and the purchaser's pro-rata share in the fair value of all identified 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 offered 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 definitively 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 Combinations" (revised), which is mandatory for business combinations carried out on or after January 1, 2010, introduced the following main changes compared with the previous IFRS 3 (before revision):
W goodwill is determined once, on the date the acquirer obtains control.
The Group then has the option, in the case of each business combination, upon obtaining control, to value the minority interests:
Measurement of minority interests at fair value has the effect of increasing the goodwill by the amount attributable to such minority interests, resulting in the recognition of a "full" goodwill;
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 flow basis. When the latter is below carrying cost, an impairment loss is recognized for the corresponding loss of value.
Transactions in foreign currencies are translated into the operating currency at the exchange rates in effect 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 differences 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 flow statement items are translated at average exchange rates for the year. The ensuing translation differences are recorded directly in shareholders' equity.
In the event of a later sale, the cumulative amount of translation differences relating to the net investment sold and denominated in foreign currency is recorded in the income statement. Applying the option offered by IFRS 1, translation differences 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:
| Closing rate | Average rate | |||
|---|---|---|---|---|
| June 30, 2014 | December 31,2013 | June 30, 2014 | June 30, 2013 | |
| USD | 1.3658 | 1.3791 | 1.3705 | 1.3178 |
| CHF | 1.2156 | 1.2276 | 1.2213 | 1.2297 |
| EGP | 9.7911 | 9.5597 | 9.6203 | 8.9537 |
| TRL | 2.8969 | 2.9605 | 2.9675 | 2.3873 |
| KZT | 250.6380 | 211.8400 | 242.6083 | 198.2833 |
| MRO | 397.6710 | 400.5829 | 406.8400 | 389.2570 |
| INR | 82.2023 | 85.3660 | 83.2930 | 72.3067 |
| CFA | 655.9570 | 655.9570 | 655.9570 | 655.9570 |
Intangible assets (mainly patents, rights and software) are recorded in the consolidated statement of financial 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 finite lives are amortized on a straight-line basis over their useful lives (generally not exceeding 15 years).
Research costs are recognized as expenses in the period in which they are incurred. Development costs meeting the criteria defined by IAS 38 are capitalized.
In the absence of a definitive IASB standard or interpretation concerning greenhouse gas emission quotas, the following accounting treatment has been applied:
Property, plant and equipment are reported in the consolidated statement of financial 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 significant components with different useful lives, each component is amortized on a straight-line basis over its respective useful life, starting at commissioning.
The main amortization periods 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 financial statements, but without a significant impact on the lines concerned.
Interest expenses on borrowings incurred to finance the construction of facilities during the period prior to their commissioning are capitalized. Exchange rate differences arising from foreign currency borrowings are also capitalized in so far 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 benefits inherent in ownership are transferred by the lessor to the lessee are classified as finance leases. All other contracts are classified as operating leases.
Assets held under finance leases are recorded in property, plant and equipment 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 investment properties is calculated by the Group's qualified departments. It is based primarily on valuations made by capitalizing rental income or taking into account market prices observed on transactions involving comparable assets, and is presented in the notes at each year-end.
In accordance with IAS 36, the book values of assets with indefinite lives are reviewed at each year-end, and during the year, whenever there is an indication that the asset may be impaired. Those with finite 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 flow basis over 10 years, plus the terminal value calculated on the basis of a projection to infinity of the cash flow 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 flows are calculated on the basis of the following components that have been inflated and then discounted:
The assumptions used in calculating impairment tests are derived from forecasts made by operational staff reflecting 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 macroeconomic and industry sector data, changes likely to affect
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 effect of these tensions on current business conditions.
Projected cash flows 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 reflecting the specific risks of the market in which the concerned cash generating unit in question operates.
When 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 (defined by IAS 36 as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets) insofar as the industrial installations, products and markets form a coherent whole. The analysis was thus carried out for each geographical area/market/business, 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 thus 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 effect on the value of goodwill and other intangible and tangible assets included in the Group's consolidated financial statements. Moreover, the discount rate includes a country risk premium and an industry sector risk premium reflecting 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 definitive.
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 fixed 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 fixed 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 identified 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 flows, consists of cash and cash equivalents less any bank overdrafts.
The Group classifies its non-derivative financial assets, when they are first entered in the financial statements, in one of the following four categories of financial instruments in accordance with IAS 39, depending on the reasons for which they were originally acquired:
All acquisitions and disposals of financial 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 classifies its non-derivative financial assets, when they are first entered in the financial statements, as financial liabilities valued at amortized cost. These comprise mainly borrowings, other financings, bank overdrafts, etc. The Group does not have financial 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, financing and investment operations. These hedging transactions use financial 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 financial 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 offset in the income statement of the financial statement ("Change in fair value of financial 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:
W fair value hedging is hedging against exposure to changes in the fair value of a booked asset or liability, or of an identified part of that asset or liability, attributable to a particular risk, in particular interest and exchange rate risks, which would affect the net income presented;
W cash flow hedging is hedging against exposure to changes in cash flow attributable to a particular risk, associated with a booked asset or liability or with a planned transaction (e.g. expected sale or purchase or "highly probable" future transaction), which would affect the net income presented.
Hedge accounting for an asset/liability/firm commitment or cash flow is applicable if:
The application of hedge accounting results as follows:
The Group recognizes the entire amounts of its commitments relating to post-employment benefits in accordance with IAS 19 (revised).
Regulations, standard practices and agreements in force in countries where the Group's consolidated companies have operations provide for various types of post-employment benefits: lump-sum payments on retirement, supplemental pension benefits, guaranteed supplemental pension benefits specifically for executives, etc., and other long-term benefits (such as medical cover, etc.).
Defined contribution plans are those for which the Group's commitment is limited only to the payment of contributions recognized as expenses when they are incurred.
Defined benefit plans include all post-employment benefit programs, other than those under defined contribution plans, and represent a future liability for the Group. The corresponding liabilities are calculated
on an actuarial basis (wage inflation, mortality, employee turnover, etc.) using the projected unit credit method, in accordance with the clauses provided for in the collective bargaining agreements and with standard practices.
Dedicated financial 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 position of each pension plan is fully provided for in the statement of financial position less, where applicable, the fair value of these invested assets, within the limit of the asset ceiling cap. Any surplus (in the case of overfunded pension plans) is only recognized in the statement of financial position to the extent that it represents a future economic benefit that will be effectively available to the Group, within the limits defined by the standard.
Actuarial variances arise due to changes in actuarial assumptions and/or variances observed between these assumptions and the actual figures. Actuarial gains and losses on post-employment benefits are recognized under "Other comprehensive income" and are not recycled to profit or loss.
The Group has chosen to apply the IFRS 1 option and to zero the actuarial variances linked to employee benefits not yet recognized on the transition balance sheet by allocating them to shareholders' equity.
Under IAS 27 and IAS 32, put options granted to minority third parties in fully consolidated subsidiaries are reported in the financial liabilities at the present value of their estimated price with an offset in the form of a reduction in the corresponding minority interests.
The difference 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 financial 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.
In accordance with IAS 37, a provision is recognized when the Group has a current commitment, whether statutory or implicit, resulting from a significant event prior to the closing date which would lead to a use of resources without offset after the closing date, 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 significant. The effects of this discounting are recorded under net financial income.
In accordance with IAS 18, sales are reported at the 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 activities. Sales figures include transport and handling costs invoiced to customers.
Sales are recorded at the time of transfer of the risk and significant benefits associated with ownership to the purchaser, which generally corresponds to the date of transfer of ownership of the product or performance of the service.
Other income and expenses are those arising from the Group's operating activities that are not received or incurred as part of the direct production process or sales activity. These other income and expenses consist mainly of insurance payments, patent royalties, surplus greenhouse gas emission rights, and certain charges relating to losses or claims.
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 differences identified in the Group's subsidiaries and joint ventures between the values recognized in the consolidated statement of financial position and the values of assets and liabilities for tax purposes.
Deferred taxes are recognized for all timing differences, including those on restatement of finance leases, except when the timing difference 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 defined by the Chairman of the Board of Directors for measuring the Group's operating performance and for allocating capital expenditure and resources to business segments and geographical areas.
The operating segments defined pursuant to IFRS 8 comprise the three segments in which the Vicat Group operates: Cement, Concrete & Aggregates and Other Products & Services.
The management indicators presented were adapted in order to be consistent with those used by the Group management, while complying with IFRS 8 disclosure requirements: operating and consolidated sales, EBITDA and EBIT (see note 1.22), total non-current assets, net capital employed (see note 17), industrial investments, depreciation and amortization and number of employees.
The management indicators used for internal reporting are identical for all the operating segments and geographical areas defined above and are determined in accordance with the IFRS principles applied by the Group in its consolidated financial statements.
The following financial 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 income: added value less personnel costs, taxes and duties (except income taxes and deferred taxes), plus grants and subsidies;
EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization): gross operating income plus other ordinary income and expenses;
EBIT (Earnings Before Interest and Tax): EBITDA less depreciation, amortization and operating provisions;
Cash flows from operations: net income before adjusting for noncash charges (mainly depreciation, amortization and provisions, deferred taxes, gains or losses on asset disposals and changes in fair value).
Demand in the Cement, Ready-mixed Concrete & Aggregates businesses is seasonal and tends to decrease in winter in temperate countries and during the rainy season in tropical countries. The Group therefore generally records lower sales in the first and fourth quarters i.e. the winter season in its main markets in Western Europe and North America. In the second and third quarters, in contrast, sales are higher, due to the summer season being more favorable for construction work.
The Vicat Group displayed during the first half of 2014 a solid performance, with an increase in sales at a constant scope and exchange rates of nearly + 11 %. This performance is due to the improved economic conditions in emerging countries where the Group is present, with the exception of Kazakhstan, which, affected by this year's relatively harsh winter compared to 2013, posted a stable level of activity. To note, the second quarter in this country was characterized by a sharp rebound in activity. The Group continues its successful deployment in the Indian market, with relatively strong sales volume in a context of price improvement in the second quarter after a low point in February 2014. In Egypt, the improving safety environment, the dynamic market and the good pricing trends, as well as better technical plant performances have enabled the Group to resume a solid growth in activity during this semester. West Africa has also benefited from a favourable market environment, in a still tense competitive context. Finally, Turkey performs well and is sustained by a solid growth in sale prices, despite volumes being affected due to unfavourable weather during the second quarter.
In mature markets, the situation remains mixed. The Group recorded a slight increase in its activity in France, supported by very favourable weather conditions early in the year. However, the macro-economic and sector conditions remain difficult. In Switzerland, the activity continues to increase, supported also by favourable weather conditions early in the year and a still dynamic macro-economic and industrial environment. To note, that following the exceptional strong level of activity in the first quarter, the Group posted a decrease in revenue in the second quarter in this country. Conversely, the environment in Italy again weighed on the Group's business during this semester. Finally, in the US, the Group's activity continues to gain traction, in line with the gradual improvement in sector and macro–economic conditions.
The income statement as at June 30, 2014 was significantly affected by the exchange currencies depreciation against euro, except for the Swiss franc. This resulted for the first half of 2014 in a foreign exchange loss amounting to € (59) million on the consolidated turnover and to € (11) million on the EBITDA.
The devaluation of the kazakh tengue against US dollar occured in February 2014 resulted also in a foreign exchange loss accounted for € (19) million, € (9) million recorded in the financial result and € (10) million recorded in the other comprehensive income.
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, 2012 | 725,444 | 247,851 | 22,025 | 995,320 |
| Acquisitions/Additions | 1 | 100 | 101 | |
| Disposals/Decreases | (116) | (116) | ||
| Change in foreign exchange rates and other | (43,869) | (4,491) | (376) | (48,736) |
| At December 31, 2013 | 681,575 | 243,245 | 21,749 | 946,569 |
| Acquisitions/Additions | 8,778 | 8,725 | 17,503 | |
| Disposals/Decreases | (1,453) | (1,453) | ||
| Change in foreign exchange rates and other | 3,238 | 1,292 | 170 | 4,700 |
| At June 30, 2014 | 693,591 | 251,809 | 21,919 | 967,319 |
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 difficult macro-economic environment, the Group carried out a review of any evidence of impairment in respect to goodwill at June 30, 2014, which did not result in any recognition of impairment.
At June 30, 2014, goodwill are broken down by cash generating unit (CGU) as follows:
| (in thousands of euros) | June 30, 2014 | December 31, 2013 |
|---|---|---|
| UGT India | 227,793 | 219,734 |
| UGT West Africa Cement | 150,693 | 150,455 |
| UGT France-Italy | 178,650 | 164,029 |
| UGT Switzerland | 134,797 | 132,875 |
| Other cumulated CGU | 275,386 | 279,476 |
| Total | 967,319 | 946,569 |
| Gross value (in thousands of euros) |
Concessions, patents & similar rights |
Software | Other intangible assets |
Intangible assets in progress |
Total |
|---|---|---|---|---|---|
| At December 31, 2012 | 85,421 | 20,576 | 49,323 | 4,974 | 160,294 |
| Acquisitions | 2,147 | 6,651 | 1,449 | 580 | 10,827 |
| Disposals | (14) | (14) | |||
| Changes in consolidation scope | 0 | ||||
| Change in foreign exchange rates | (2,606) | (343) | (2,782) | (12) | (5,743) |
| Other movements | 4,460 | 242 | (1,548) | 3,154 | |
| At December 31, 2013 | 84,962 | 31,344 | 48,218 | 3,994 | 168,518 |
| Acquisitions | 10,923 | 484 | 16 | 3,456 | 14,879 |
| Disposals | (10) | (136) | (146) | ||
| Changes in consolidation scope | 165 | 11 | 10 | 187 | 373 |
| Change in foreign exchange rates | (1,540) | 74 | 327 | 18 | (1,121) |
| Other movements | 2 | 1,067 | 1,069 | ||
| At June 30, 2014 | 94,510 | 31,905 | 49,638 | 7,519 | 183,572 |
| Depreciation and impairment (in thousands of euros) |
Concessions, patents & similar rights |
Software | Other intangible assets |
Intangible assets in progress |
Total |
|---|---|---|---|---|---|
| At December 31, 2012 | (19,100) | (15,572) | (25,205) | 0 | (59,877) |
| Increase | (2,535) | (3,361) | (4,966) | (10,862) | |
| Decrease | 6 | 6 | |||
| Changes in consolidation scope | 0 | ||||
| Change in foreign exchange rates | 569 | 178 | 1,606 | 2,353 | |
| Other movements | (74) | (20) | 59 | (35) | |
| At December 31, 2013 | (21,140) | (18,775) | (28,500) | 0 | (68,415) |
| Increase | (1,322) | (1,466) | (1,105) | (5) | (3,898) |
| Decrease | 10 | 2,191 | 2,201 | ||
| Changes in consolidation scope | 5 | (12) | (9) | (16) | |
| Change in foreign exchange rates | 146 | (47) | (255) | (156) | |
| Other movements | 0 | ||||
| At June 30, 2014 | (22,311) | (20,290) | (27,678) | (5) | (70,284) |
| Net book value at December 31, 2013 | 63,822 | 12,569 | 19,718 | 3,994 | 100,103 |
| Net book value at June 30, 2014 | 72,199 | 11,615 | 21,960 | 7,514 | 113,288 |
No development costs were capitalized during the 1st semester 2014 and the year 2013.
as at December 31, 2013), corresponding to 2,210 thousand tones (1,957 thousand tonnes at the year-end 2013).
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 € 12,767 thousand (€ 9,198 thousand Recording of surpluses, quota sales and quota swaps (EUA) against Emission Reduction Certificates (ERC) were recognized in the income statement for the semester at € 1,382 thousand (€ 1,759 thousand at June 30, 2013).
| Gross values (in thousands of euros) |
Lands & Buildings |
Industrial equipment |
Other property, plant and equipment |
Fixed assets work-in-progress and advances/ down payments |
Total |
|---|---|---|---|---|---|
| At December 31, 2012 | 1,025,104 | 2,655,633 | 184,238 | 313,111 | 4,178,086 |
| Acquisitions | 16,409 | 39,850 | 9,157 | 97,501 | 162,917 |
| Disposals | (7,091) | (17,495) | (5,934) | (76) | (30,596) |
| Changes in consolidation scope | 0 | ||||
| Changes in foreign exchange rates | (50,508) | (150,576) | (5,227) | (24,854) | (231,165) |
| Other movements | 67,685 | 189,095 | (3,429) | (257,013) | (3,662) |
| At December 31, 2013 | 1,051,599 | 2,716,507 | 178,805 | 128,669 | 4,075,580 |
| Acquisitions | 8,269 | 21,295 | 3,175 | 24,399 | 57,138 |
| Disposals | (955) | (7,614) | (4,749) | (362) | (13,680) |
| Changes in consolidation scope | 1,144 | 3,438 | 2,650 | 489 | 7,721 |
| Changes in foreign exchange rates | 553 | 2,029 | (2,371) | 2,294 | 2,505 |
| Other movements | 2,141 | 7,310 | 840 | (10,621) | (330) |
| At June 30, 2014 | 1,062,751 | 2,742,965 | 178,350 | 144,868 | 4,128,934 |
| Depreciations and impairment (in thousands of euros) |
Lands & Buildings |
Industrial equipment |
Other property, plant and equipment |
Fixed assets work-in-progress and advances/ down payments |
Total |
|---|---|---|---|---|---|
| At December 31, 2012 | (380,686) | (1,419,023) | (107,167) | 0 | (1,906,876) |
| Acquisitions | (32,324) | (135,905) | (10,249) | (58) | (178,536) |
| Disposals | 4,926 | 17,231 | 4,411 | 26,568 | |
| Changes in consolidation scope | 0 | ||||
| Changes in foreign exchange rates | 11,491 | 66,637 | 2,398 | 5 | 80,531 |
| Other movements | 1,840 | (6,321) | 9,226 | 4,745 | |
| At December 31, 2013 | (394,753) | (1,477,381) | (101,381) | (53) | (1,973,568) |
| Acquisitions | (15,676) | (65,640) | (5,014) | (86,330) | |
| Disposals | 903 | 9,276 | 2,680 | 12,859 | |
| Changes in consolidation scope | (1,199) | (2,915) | (1,835) | (5,949) | |
| Changes in foreign exchange rates | (844) | (4,190) | (404) | (2) | (5,440) |
| Other movements | 305 | (208) | 97 | ||
| At June 30, 2014 | (411,569) | (1,540,545) | (106,162) | (55) | (2,058,331) |
| Net book value at December 31, 2013 | 656,846 | 1,239,126 | 77,424 | 128,616 | 2,102,012 |
| Net book value at June 30, 2014 | 651,182 | 1,202,420 | 72,188 | 144,813 | 2,070,603 |
Fixed assets work-in-progress amounted to € 140 million as at June 30, 2014 (€ 118 million as at December 31, 2013) and advances/down payments on plant, property and equipment represented € 5 million as at June 30, 2014 (€ 11 million as at December 31, 2013).
Contractual commitments to acquire tangible and intangible assets amounted to € 49 million as at June 30, 2014 (€ 40 million as at December 31, 2013).
The total amount of interest capitalized as at June 30, 2014 was € 0.5 million (€ 8.4 million as at June 30, 2013), determined on the basis of local interest rate of 11.6 %.
| (in thousands of euros) | June 30, 2014 | December 31, 2013 |
|---|---|---|
| Cash | 96,487 | 79,089 |
| Marketable securities and term deposits < 3 months | 135,278 | 162,818 |
| Cas and cash equivalents | 231,765 | 241,907 |
Vicat share capital is composed of 44,900,000 fully paid-up ordinary shares with a nominal value of € 4 each, including 778,917 treasury shares as at June 30, 2014 (846,027 as at December 31, 2013) 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 2014 in respect of 2013 amounted to € 1.50 per share, amounted to a total of € 67,350 thousand, equal to € 1.50 per share paid in 2013 in respect of 2012 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 financial 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 in cash.
As at June 30, 2014, the liquidity account is composed with 3,784 Vicat shares and € 3,801 thousand in cash.
Provisions break down as follows by type:
| (in thousands of euros) | June 30, 2014 | December 31, 2013 |
|---|---|---|
| Provisions for pensions and other post-employment benefits | 94,612 | 87,584 |
| Restoration of sites | 40,982 | 40,251 |
| Demolitions | 1,153 | 1,133 |
| Other risks (1) | 28,261 | 28,225 |
| Other charges | 22,199 | 20,094 |
| Other provisions | 92,595 | 89,702 |
| O.w. less than one year | 10,527 | 12,494 |
| O.w. more than one year | 82,068 | 77,208 |
(1) At June 30, 2014, other risks included:
• an amount of € 5.3 million (€ 5.1 million at December 31, 2013) 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 identified damages before the residual insurance indemnity of € 1.8 million recognized in non-current assets in the balance sheet as at June 30, 2014 and December 31, 2013;
• an amount of € 8.3 million (€ 7.3 million as at December 31, 2013) 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 € 14.8 million as at June 30, 2014 (€ 15.8 million as at December 31, 2013) corresponds to the sum of other provisions that, taken individually, are not material.
The financial liabilities as at June 30, 2014 and December 31st, 2013 are analyzed as follows:
| (in thousands of euros) | June 30, 2014 | December 31, 2013 |
|---|---|---|
| Debts at more than one year | 1,267,792 | 1,189,972 |
| Put options at more than one year | 11,987 | 11,981 |
| Debts and put options at more than one year | 1,279,779 | 1,201,953 |
| Asset derivative instruments at more than one year (1) | (42,024) | (50,086) |
| Total financial liabilities net of asset derivative instruments at more than one year |
1,237,755 | 1,151,867 |
| Debts at less than one year | 193,321 | 172,604 |
| Put options at less than one year | 0 | 0 |
| Debts and put options at less than one year | 193,321 | 172,604 |
| Asset derivative instruments at less than one year (1) | (4,785) | (5,886) |
| Total financial liabilities net of asset derivative instruments at less than one year |
188,536 | 166,718 |
| Total debts net of asset derivative instruments (1) | 1,414,304 | 1,306,604 |
| Total put options | 11,987 | 11,981 |
| Total financ ial liabilities net of asset derivative instruments |
1,426,291 | 1,318,585 |
(1) As at June 30, 2014 financial instrument assets (€ 46.8 million) are presented under non-current assets for the part at more than 1 year (€ 42 million) and under other receivables for the part at less than 1 year (€ 4.8 million). They accounted for € 56.0 million as at December 31, 2013.
Analysis of debts by category and maturity
| (in thousands of euros) | Total | June 2015 | June 2016 | June 2017 | June 2018 | June 2019 | More than 5 years |
|---|---|---|---|---|---|---|---|
| Bank borrowings and financial liabilities | 1,348,967 | 133,990 | 410,742 | 36,888 | 169,310 | 263,939 | 334,098 |
| Incl. Derivative financial instruments – Assets | (46,809) | (4,784) | (7,025) | (7,025) | (7,025) | (7,025) | (13,925) |
| Incl. Derivative financial instruments – Liabilities | 58,157 | 1,261 | 18,112 | 4,747 | 4,094 | 75 | 29,868 |
| Other borrowings and debts | 21,449 | 14,075 | 6,231 | 297 | 227 | 166 | 453 |
| Debts on fixed assets under finance leases | 4,147 | 1,885 | 1,367 | 714 | 109 | 12 | 60 |
| Current bank lines and overdrafts | 39,741 | 39,741 | |||||
| Debts | 1,414,304 | 189,691 | 418,340 | 37,899 | 169,646 | 264,117 | 334,611 |
| Of which commercial paper | 300,000 | 60,000 | 240,000 |
Debts at less than one year are mainly comprised of bank overdrafts, as well as the Sococim Industries bilateral credit lines and a tranche of the Jambyl Cement, Vicat Sagar Cement Limited and Vigier Holding loans.
| (in thousands of euros) | Total | 2014 | 2015 | 2016 | 2017 | 2018 | More than 5 years |
|---|---|---|---|---|---|---|---|
| Bank borrowings and financial liabilities | 1,256,391 | 126,321 | 151,296 | 445,082 | 167,226 | 30,727 | 335,739 |
| Incl. Derivative financial instruments – Assets | (55,973) | (5,887) | (8,422) | (8,422) | (8,422) | (8,422) | (16,398) |
| Incl. Derivative financial instruments – Liabilities | 51,727 | 707 | 21,060 | 3,978 | 25,982 | ||
| Other borrowings and debts | 20,002 | 13,400 | 5,695 | 89 | 126 | 216 | 476 |
| Debts on fixed assets under finance leases | 5,541 | 2,327 | 1,763 | 1,031 | 340 | 20 | 60 |
| Current bank lines and overdrafts | 24,670 | 24,670 | |||||
| Debts | 1,306,604 | 166,718 | 158,754 | 446,202 | 167,692 | 30,963 | 336,275 |
| of which commercial paper | 290,000 | 290,000 |
| (in thousands of euros) | June 30, 2014 | December 31, 2013 |
|---|---|---|
| Euro | 787,793 | 754,337 |
| US dollar | 183,229 | 164,337 |
| Turkish new lira | 4,017 | 1,257 |
| CFA Franc | 70,150 | 71,874 |
| Swiss franc | 117,317 | 64,637 |
| Mauritanian ouguiya | 0 | 1 |
| Indian rupee | 244,792 | 220,625 |
| Kazakh Tengue | 0 | 29,536 |
| Egyptian pound | 7,006 | - |
| Total | 1,414,304 | 1,306,604 |
| (in thousands of euros) | June 30, 2014 | December 31, 2013 |
|---|---|---|
| Fixed rate | 908,530 | 898,361 |
| Floating rate | 505,774 | 408,243 |
| Total | 1,414,304 | 1,306,604 |
The average interest rate for gross debt as at June 30, 2014 is 4.11 %. It was 4.42 % as at December 31, 2013.
Agreements have been concluded in the past between Vicat and the International Finance Corporation in order to arrange their relationship within the company Mynaral Tas, under which the group granted put options to its partner on its stake in Mynaral Tas.
The put option granted to the International Finance Corporation was exercisable at the earliest in December 2013. Reporting this option resulted in recognition of a liability of € 12 million at more than one year as at June 30, 2014 and December 31, 2013). This liability corresponds to the present value of the exercise price of the option granted to the International Finance Corporation.
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, where possible, by the companies when the borrowing is denominated in a currency other than their operating currency.
Moreover the principal and interest due on loans originally issued by the Group in US dollars (US\$ 240 million and US\$ 450 million for Vicat, US\$ 70 million for Vicat Sagar Cement Private Limited) 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, included in the portfolio presented below (see point a).
All floating rate debt is hedged through the use of caps on original maturities of 2, 3, 4 and 12 years and of swaps on original maturities of 3 and 5 years.
The Group is exposed to interest rate risk on its financial assets and liabilities and its short-term investments. This exposure corresponds to the price risk for fixed-rate assets and liabilities, and cash flow risk related to floating-rate assets and liabilities.
As at June 30, 2014, the Group had € 236 million in unused confirmed lines of credit that have not been allocated to the hedging of liquidity risk on commercial paper (€ 326 million as at December 31, 2013).
The Group also has a € 300 million commercial paper issue program. As at June 30, 2014, commercial paper issued by the Group amounted to € 300 million. Commercial paper consists of short-term debt instruments backed by confirmed lines of credit in the amounts issued and classified as medium-term borrowings in the consolidated balance sheet.
Unused confirmed lines of credit are used to cover the risk of the Group finding itself unable to issue its commercial paper through market transactions. As at June 30, 2014, these lines matched the short term notes they covered, at € 300 million.
Some medium-term or long-term loan agreements contain specific covenants especially as regards compliance with financial 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 profitability ratio (leverage: net debt/consolidated EBITDA) and a capital structure ratio (gearing: net debt/consolidated 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 financing 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 low level of gearing (52.7 %) and leverage (2.7) and the liquidity of the Group's balance sheet, the existence of these covenants does not constitute a risk for the Group's financial position. As at June 30, 2014, the Group is compliant with all ratios required by covenants included in financing agreements.
Analysis of the portfolio of derivatives as at June 30, 2014:
| Current maturity | ||||||
|---|---|---|---|---|---|---|
| Nominal value |
Nominal value |
Market value |
< 1 year | 1 - 5 years | > 5 years | |
| (in thousands of currency units) | (currency) | (euros) | (euros) | (euros) | (euros) | (euros) |
| Fait valu e hedg es (a) |
||||||
| Composite instruments | ||||||
| - Cross Currency Swap \$ fixed/€ floating | \$ 60,000 | 43,930 | (7,000) (1) | (7,000) | ||
| Cash flo w hedg es (a) |
||||||
| Composite instruments | ||||||
| - Cross Currency Swap \$ fixed/€ fixed | \$ 60,000 | 43,930 | (9,358) (1) | (9,358) | ||
| - Cross Currency Swap \$ fixed/€ fixed | \$ 450,000 | 329,477 | (33,939) (1) | (4,070) | (29,869) | |
| - Interest rate swap € floating/€ fixed | € 150,000 | 150,000 | (4,731) (1) | (4,731) | ||
| - Cross Currency Swap \$ floating/INR fixed | \$ 70,000 | 51,252 | 13,012 (1) | 867 | 6,940 | 5,205 |
| - Cross Currency Swap € floating/INR fixed | € 133,265 | 133,265 | 33,717 (1) | 3,837 | 21,160 | 8,720 |
| Other derivatives | ||||||
| Interest rate instruments | ||||||
| - Euro Caps | € 50,000 | 50,000 | (277) | (277) | ||
| - Dollar US Caps | \$ 65,000 | 47,591 | (117) | (2) | (115) | |
| - Dollar US swaps | \$ 15,000 | 10,983 | (5) | (5) | ||
| For eign exchang e instru ments (a) |
||||||
| Hedging for foreign exchange risk on intra-group loans | ||||||
| - Forward Sales \$ | \$ 183,000 | 133,987 | 10 | 10 | ||
| - Forward Sales CHF | Chf 95,000 | 78,151 | 70 | 70 | ||
| - Forward Purchases € | € 38,114 | 38,114 | (2,497) (1) | (1,027) | (1,470) | |
| - NDF €/INR | INR 7,000,000 | 85,156 | (235) | (235) | ||
| (11,350) |
(1) The difference between the value of the liability at the hedged rate and at amortized cost deteriorates by € 11.8 million.
In accordance with IFRS 13, counterparty risks were taken into account. This mainly relates to derivatives (cross currency swaps) intended to hedge the foreign exchange risk of debts in currencies other than the Group's operating currency, notably in US dollars and Indian rupees. The impact of the credit value adjustment (CVA, or the Group's exposure in the event of counterparty default) and of the debit value adjustment (DVA, or the counterparty's exposure in the event of Group default) on the measurement of derivatives was determined by assuming an exposure at default calculated using the add-on method, a 40 % loss given default, and a probability of default based on the credit ratings of banks or the estimated credit rating of the Group. The impact on fair value was not material and was not included in the market value of financial instruments as presented above.
In application of IFRS 7, the breakdown of financial instruments valued at fair value by hierarchical level of fair value in the consolidated statement of financial position is as follows as of June 30, 2014:
| (in millions of euros) | June 30, 2014 | |
|---|---|---|
| Level 1: instruments quoted on an active market | 4.1 | |
| Level 2: valuation based on observable market information | (11.3) | see above |
| Level 3: valuation based on non-observable market information | 28.4 |
| (in thousands of euros) | June 30, 2014 | June 30, 2013 |
|---|---|---|
| Sales of goods | 1,043,171 | 980,357 |
| Sales of services | 174,640 | 167,326 |
| Sales | 1,217,811 | 1,147,683 |
| (in thousands of euros) | June 30, 2014 | Changes in consolidation scope |
Change in foreign exchange rate |
June 30, 2014 Constant structure and exchange rates |
June 30, 2013 |
|---|---|---|---|---|---|
| Sales | 1,217,811 | (5,154) | 59,493 | 1,272,150 | 1,147,683 |
| (in thousands of euros) | June 30, 2014 | June 30, 2013 |
|---|---|---|
| Net charges to amortization of fixed assets | (88,427) | (94,343) |
| Net charges to provisions | (1,062) | (1,105) |
| Net charges to other asset depreciation | (2,986) | (644) |
| Net charges to operating depreciation, amortization and provisions |
(92,475) | (96,092) |
| Other net charges to non-operating depreciation, amortization and provisions (1) | 904 | 3,886 |
| Net charges to depreciation, amortization and provisions | (91,571) | (92,206) |
(1) Including a net allowance of € 0.2 million as at June 30, 2014 (reversal of € 3.8 million as at June 30, 2013) related to the update of the Group responsibility pro-rata share over compensation by the insurers in the incident occurred in 2006.
| (in thousands of euros) | June 30, 2014 | June 30, 2013 |
|---|---|---|
| Net income from disposal of assets | 962 | 1,553 |
| Income from investment properties | 1,415 | 1,570 |
| Other | 11,598 | 8,289 |
| Other operating income (expense) | 13,975 | 11,412 |
| Other non operating income (expense) (1) | (3,683) | (2,133) |
| Total other inc ome (expense) |
10,292 | 9,279 |
(1) Including as at June 30, 2014 an expense of € 0.7 million (€ 0.8 million as at June 30, 2013) recorded by the Group, corresponding to the files recognized as expenses in the first semester 2014 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, 2014 | June 30, 2013 |
|---|---|---|
| Gross Operating Income | 193,699 | 189,962 |
| Other operating income (expense) | 13,975 | 11,412 |
| EBI TDA |
207,674 | 201,374 |
| Net charges to operating depreciation, amortization and provisions | (92,475) | (96,092) |
| EBI T |
115,199 | 105,282 |
| Other non-operating income (expense) | (3,683) | (2,133) |
| Net charges to non-operating depreciation, amortization and provisions | 904 | 3,886 |
| Operating inc ome (expense) |
112,420 | 107,035 |
| (in thousands of euros) | June 30, 2014 | June 30, 2013 |
|---|---|---|
| Interest income from financing and cash management activities | 7,351 | 8,442 |
| Interest expense from financing and cash management activities | (30,865) | (27,963) |
| Cost of net borrowings and financial liabilities | (23,514) | (19,521) |
| Dividends | 1,795 | 1,181 |
| Foreign exchange gains | 3,014 | 894 |
| Fair value adjustments to financial assets and liabilities | - | 985 |
| Net income from disposal of financial assets | - | 354 |
| Write-back of impairment of financial assets | 1,023 | - |
| Other income | - | - |
| Other financial income | 5,832 | 3,414 |
| Foreign exchange losses | (7,609) | (2,436) |
| Fair value adjustments to financial assets and liabilities | (1,097) | |
| Impairment on financial assets | (7) | (28) |
| Net income from disposal of financial assets | (1,245) | |
| Discounting expenses | (2,021) | (2,888) |
| Other expenses | (25) | (16) |
| Other financial expenses (1) | (12,004) | (5,368) |
| Net financ ial inc ome (expense) |
(29,686) | (21,475) |
(1) Including at June 30, 2014 an exchange loss of € (8.7) million due to the kazakh tengue devaluation in February 2014.
| (in thousands of euros) | June 30, 2014 | June 30, 2013 |
|---|---|---|
| Current taxes | (41,831) | (38,606) |
| Deferred taxes | 13,393 | 10,090 |
| Total | (28,438) | (28,516) |
Deferred tax assets not recognized in the financial statements as at June 30, 2014, owing either to their planned recognition during the exemption periods enjoyed by the entities concerned or to the probability of their not being recovered, amounted to € 9.4 million (€ 8.1 million as at December 31, 2013). These relate essentially to a company benefiting from a tax exemption scheme for a period of ten years with effect from January 1, 2011.
Sococim Industries was notified of a tax reassessment under a tax introduced by the 2012 Senegalese Finance Act entitled "Contribution Spéciale sur les produits des Mines et Carrières - CSMC" (special levy on products from mines and quarries). The company disputes the legality of this tax and its applicability in accordance with the mining agreement it entered into with the government of Senegal. As a result, no provision has been recognized in respect of this reassessment, and the company has provided financial guaranties amounting to € 12.3 million as at June 30, 2014.
| June 30, 2014 (in thousands of euros except number of employees) |
Cement | Concrete and aggregates |
Other products and services |
Total |
|---|---|---|---|---|
| Income statement | ||||
| Operating sales | 743,337 | 440,046 | 204,867 | 1,388,250 |
| Inter – segment eliminations | (110,041) | (10,414) | (49,984) | (170,439) |
| Consolidated net sales | 633,296 | 429,632 | 154,883 | 1,217,811 |
| EBITDA (cf. 1.21 & 14) | 155,309 | 35,817 | 16,548 | 207,674 |
| EBIT (cf. 1.21 & 14) | 94,626 | 13,540 | 7,033 | 115,199 |
| Balance sheet | ||||
| Total non-current assets | 2,648,278 | 620,903 | 159,759 | 3,428,939 |
| Net capital employed (1) | 2,653,781 | 602,564 | 195,891 | 3,452,235 |
| Other informations | ||||
| Acquisitions of intangible and tangible assets | 51,907 | 15,534 | 5,341 | 72,782 |
| Net depreciation and amortization charges | 61,261 | 20,767 | 6,399 | 88,427 |
| Average number of employees | 3,499 | 2,929 | 1,374 | 7,802 |
(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.
| June 30, 2013 | Concrete and | Other products | ||
|---|---|---|---|---|
| (in thousands of euros except number of employees) | Cement | aggregates | and services | Total |
| Income statement | ||||
| Operating sales | 693,405 | 432,112 | 198,188 | 1,323,705 |
| Inter – segment 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.
Information relating to geographical areas is presented according to the geographical location of the entities concerned.
| June 30, 2014 (in thousands of euros except number of employees) |
France | Europe (excluding France) |
USA | Turkey, Kazakhstan & India |
West Africa & the Middle East |
Total |
|---|---|---|---|---|---|---|
| Income statement | ||||||
| Operating sales | 451,261 | 203,238 | 115,621 | 254,456 | 211,993 | 1,236,569 |
| Inter – country eliminations | (14,362) | (162) | 0 | (561) | (3,673) | (18,758) |
| Consolidated net sales | 436,899 | 203,076 | 115,621 | 253,895 | 208,320 | 1,217,811 |
| EBITDA (cf. 1.21 & 14) | 67,709 | 46,612 | 2,305 | 45,426 | 45,622 | 207,674 |
| EBIT (cf. 1.21 & 14) | 42,488 | 29,101 | (9,413) | 23,660 | 29,363 | 115,199 |
| Balance sheet | ||||||
| Total non-current assets | 654,520 | 545,994 | 423,900 | 1,145,420 | 659,106 | 3,428,939 |
| Net capital employed (1) | 728,187 | 530,326 | 340,255 | 1,175,467 | 678,001 | 3,452,235 |
| Other informations | ||||||
| Acquisitions of intangible and tangible assets | 18,053 | 11,243 | 7,206 | 24,840 | 11,440 | 72,782 |
| Net depreciation and amortization charges | 25,063 | 14,375 | 12,038 | 20,657 | 16,293 | 88,427 |
| Average number of employees | 2,585 | 1,128 | 1,028 | 1,943 | 1,118 | 7,802 |
(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.
| June 30, 2013 (in thousands of euros except number of employees) |
France | Europe (excluding France) |
USA | Turkey, Kazakhstan & India |
West Africa & the Middle East |
Total |
|---|---|---|---|---|---|---|
| Income statement | ||||||
| Operating sales | 440,260 | 197,628 | 103,425 | 244,350 | 180,513 | 1,166,176 |
| Inter – country 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. 1.21 & 14) | 75,960 | 47,284 | (800) | 39,907 | 39,023 | 201,374 |
| EBIT (cf. 1.21 & 14) | 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.
The Group is not overly dependent on any of its major customers, and no single customer accounts for more than 10 % of sales.
Net cash flows from the Group's operating activities during the first semester 2014 came to € 85 million, compared with € 65 million at June 30, 2013.
This increase in cash flows from operating activities between the first semesters 2013 and 2014 results from a € 5.5 million increase in cash flow from operations and a € 14.5 million improvement in working capital requirement variation (increase of € 58.7 million as at June 30, 2014 and increase of € 73.2 million as at June 30, 2013) .
The components of the working capital requirement (WCR) by type are as follows:
| (in thousands of euros) | WCR at December 31, 2012 |
Change in WCR in 2013 |
Other changes (1) |
WCR at December 31, 2013 |
Change in WCR in 2014 |
Other changes (1) |
WCR at June 30, 2014 |
|---|---|---|---|---|---|---|---|
| Inventories | 381,893 | (4,732) | (17,449) | 359,712 | (7,347) | 411 | 352,776 |
| Other WCR components | 94,262 | (40,794) | (7,440) | 46,028 | 66,071 | (2,489) | 109,610 |
| WCR | 476,155 | (45,526) | (24,889) | 405,740 | 58,724 | (2,078) | 462,386 |
(1) Exchange rates, consolidation scope and miscellaneous.
Net cash flows used in the Group's investing activities in the first semester 2014 came to € (101.5) million, compared with € (85.6) million at June 30, 2013.
These reflect outflows for industrial investments, which amounted to € (81.2) million in the first semester 2014, compared with € (90.4) million in the first semester 2013, mainly corresponding to the following:
Consolidated company share acquisitions during the first semester of 2014 resulted in a total cash outflow of € (17.8) million.
The main cash outflow by the Group during the first semester 2014 was for the acquisition of an additional stake in a company already fully consolidated and to a lesser extent, to acquire shareholdings interests in new French companies active in the concrete and aggregates segment.
The additional stakes in consolidated company during the first semester of 2013 resulted in a total cash outflow of € (0.3) million.
| June 30, 2014 | June 30, 2013 | |
|---|---|---|
| (in thousands of euros) | Net | Net |
| Cash and cash equivalents (see. note 6) | 231,765 | 206,979 |
| Bank overdrafts | (27,042) | (24,917) |
| Net cash balanc es |
204,723 | 182,062 |
Related parties with whom transactions are carried out include affiliated companies and joint ventures in which Vicat directly or indirectly holds a stake, and entities that hold a stake in Vicat.
These related party transactions were not material in the 1st semester 2014 and all were on an arm's length basis.
These transactions have all been recorded in compliance with IAS 24 and their impact on the Group's consolidated financial statements at June 30, 2014 and 2013 is as follows, broken down by type and by related party:
| June 30, 2014 | June 30, 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands of euros) | Sales | Purchases | Receivables | Debts | Sales | Purchases | Receivables | Debts |
| Affiliated companies | 376 | 1,090 | 5,794 | 694 | 631 | 1,260 | 6,936 | 2,130 |
| Other related parties | 18 | 1,532 | - | - | 19 | 1,189 | - | - |
| Total | 394 | 2,622 | 5,794 | 694 | 650 | 2,449 | 6,936 | 2,130 |
The Group announced on July 15th to having completed the acquisition of the minority stake of 47 % held by Sagar Cements in Vicat Sagar. Following this transaction, the Vicat Group now owns 100 % of the company, which operates a plant with the latest technology and an annual nominal capacity of 3 million tons of cement. The net amount of the transactions enabling the untying of all ownership links between the Vicat Group and Sagar Cements will be approximately € 46 million.
| Company | Address | Siren n° | % control June 30, 2014 |
% control December 31, 2013 |
|---|---|---|---|---|
| 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 | 99.92 | 99.92 |
| ANNECY BET ON 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 |
| BET ON CHATILLONAIS |
Champ de l'Allée – ZI Nord 01400 CHATILLON SUR CHALARONNE |
485 069 819 | 100.00 | 100.00 |
| BET ON CONTROLE COTE D'AZUR |
217 route de Grenoble 06200 NICE |
071 503 569 | 97.12 | 97.12 |
| BET ON DE L'OISANS |
4 rue Aristide-Bergès 38080 L'ISLE D'ABEAU |
438 348 047 | 60.00 | 60.00 |
| LES BET ONS DU GOLFE |
Quartier les Plaines 83480 PUGET SUR ARGENS |
501 192 785 | 100.00 | 100.00 |
| LES BET ONS DU RHONE |
La petite Craz 69720 SAINT LAURENT DE MURE |
503 728 164 | 100.00 | 100.00 |
| % control | % control | |||
|---|---|---|---|---|
| Company | Address | Siren n° | June 30, 2014 | December 31, 2013 |
| BET ON VICAT |
4 rue Aristide-Bergès 38080 L'ISLE D'ABEAU |
309 918 464 | 99.99 | 99.99 |
| BET ON TRAVAUX |
Tour Manhattan, 6 place de l'Iris 92095 PARIS LA DEFENSE |
070 503 198 | 99.98 | 99.98 |
| CONDENSIL | 1327 av. de la Houille-Blanche 73000 CHAMBE RY |
342 646 957 | 60.00 | 60.00 |
| DELTA POMPAGE | 1327 av. de la Houille-Blanche 73000 CHAMBE RY |
316 854 363 | 100.00 | 100.00 |
| ETABLISSEME NT ANTOINE FOURNIER |
4 rue Aristide-Bergès 38080 L'ISLE D'ABEAU |
586 550 147 | 100.00 | 100.00 |
| ETABLISSEME NTS TRUCHON |
Route du Grésivaudan 38530 Chapareillan |
068 500 768 | 100.00 | NC |
| GRANULATS VICAT | 4 rue Aristide-Bergès 38080 L'ISLE D'ABEAU |
768 200 255 | 100.00 | 100.00 |
| MONACO BET ON |
Le Palais Saint James 5, avenue Princesse Alice 98000 MONACO |
326 MC 161 | 100.00 | 100.00 |
| PARFICIM | Tour Manhattan, 6 place de l'Iris 92095 PARIS LA DEFENSE |
304 828 379 | 100.00 | 100.00 |
| 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 CHAMBE RY |
745 820 126 | 100.00 | 100.00 |
| SIGMA BET ON |
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 |
| PAPETE RIES 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 |
| Company | Country | State/city | % control June 30, 2014 |
% control December 31 , 2013 |
|---|---|---|---|---|
| SINAI CEME NT COMPANY |
EGYPTE | LE CAIRE | 56.37 | 52.62 |
| MYNARAL TAS COMPANY LLP | KAZAKHST AN |
ALMATY | 90.00 | 90.00 |
| JAMBYL CEME NT PRODUCTION COMPANY LLP |
KAZAKHST AN |
ALMATY | 90.00 | 90.00 |
| BUILDERS CONCRETE | ETATS-UNIS D'AMERIQUE | CALIFORNIA | 100.00 | 100.00 |
| KIRKPATRICK | ETATS-UNIS D'AMERIQUE | ALABAMA | 100.00 | 100.00 |
| NATIONAL CEME NT COMPANY |
ETATS-UNIS D'AMERIQUE | ALABAMA | 100.00 | 100.00 |
| NATIONAL CEME NT COMPANY |
ETATS-UNIS D'AMERIQUE | DELAWARE | 100.00 | 100.00 |
| NATIONAL CEME NT COMPANY OF CALIFORNIA |
ETATS-UNIS D'AMERIQUE | DELAWARE | 100.00 | 100.00 |
| NATIONAL READY MIXED | ETATS-UNIS D'AMERIQUE | CALIFORNIA | 100.00 | 100.00 |
| UNITED READY MIXED | ETATS-UNIS D'AMERIQUE | CALIFORNIA | 100.00 | 100.00 |
| VIKING READY MIXED | ETATS-UNIS D'AMERIQUE | CALIFORNIA | 100.00 | 100.00 |
| CEME NTI CENTRO SUD Spa |
ITALIE | 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 |
| ALTOTA AG | SUISSE | OLTEN (SOLOTHURN) |
100.00 | 100.00 |
| KIESWE RK AEBISHOLZ AG (ex ASTRADA KIES AG) |
SUISSE | AEBISHOLZ (SOLEURE) |
100.00 | 100.00 |
| BET ON AG BASEL |
SUISSE | BALE (BALE) | 100.00 | 100.00 |
| BET ON AG INTERLAKEN |
SUISSE | MATTE N BEI INTERLAKEN (BERN) |
76.53 | 75.42 |
| BET ONPUMPEN OBERLAND AG |
SUISSE | WIMM IS (BERN) |
93.33 | 93.33 |
| CEWAG | SUISSE | DUTINGEN (FRIBOURG) |
(1) | 100.00 |
| COVIT SA | SUISSE | SAINT-BLAISE (NEUCHATEL) |
100.00 | 100.00 |
| CREABET ON MATERIAUX SA |
SUISSE | LYSS (BERN) | 100.00 | 100.00 |
| EMME KIES + BET ON AG |
SUISSE | LÜTZELFLÜH (BERN) |
66.66 | 66.66 |
| FRISCHBET ON AG ZUCHWIL |
SUISSE | ZUCHWIL (SOLOTHURN) |
88.94 | 88.94 |
| FRISCHBET ON LANGENTHAL AG |
SUISSE | LANGENTHAL (BERN) |
78.67 | 78.67 |
| FRISCHBET ON THUN |
SUISSE | THOUNE (BERN) | 54.26 | 54.26 |
| GRANDY AG | SUISSE | LANGENDORF (SOLEURE) |
100.00 | 100.00 |
(1) Companies merged in 2014.
1.6 Notes to the consolidated financial statements at June 30, 2014
| Company | Country | State/city | % control June 30, 2014 |
% control December 31 , 2013 |
|---|---|---|---|---|
| KIEST AG STE INIGAND AG |
SUISSE | WIMM IS (BERN) |
98.55 | 98.55 |
| MATERIALBEW IRTTS CHFTUNG MITHOLZ AG |
SUISSE | KANDERGRUND (BERN) |
(1) | 98.55 |
| KIESWE RK NEUENDORF |
SUISSE | NEUENDORF (SOLEURE) |
100.00 | 100.00 |
| SABLES + GRAVIERS TUFFIERE SA | SUISSE | HAUTERIVE (FRIBOURG) |
50.00 | 50.00 |
| SHB STE INBRUCH + HARTSCHOTTE R BLAUSEE MITHOLZ AG |
SUISSE | FRUTIGEN (BERN) |
98.55 | 98.55 |
| STE INBRUCH VORBERG AG |
SUISSE | BIEL (BERN) | 60.00 | 60.00 |
| VIGIER BET ON JURA SA (ex BET ON FRAIS MOUTIER SA) |
SUISSE | BELPRAHON (BERN) |
90.00 | 90.00 |
| VIGIER BET ON KIES SEE LAND AG (ex VIBET ON KIES AG) |
SUISSE | LYSS (BERN) | 100.00 | 100.00 |
| VIGIER BET ON MITTE LLAND AG (ex WYSS KIESWE RK AG) |
SUISSE | FELDBRUNNEN (SOLOTHURN) |
100.00 | 100.00 |
| VIGIER BET ON ROMANDIE SA (ex VIBET ON FRIBOURG SA) |
SUISSE | ST. URSEN (FRIBOURG) |
100.00 | 100.00 |
| VIGIER BET ON SEE LAND JURA AG (ex VIBET ON SAFNERN AG) |
SUISSE | SAFNERN (BERN) |
90.47 | 90.47 |
| VIGIER CEME NT AG |
SUISSE | PERY (BERN) | 100.00 | 100.00 |
| VIGIER HOLDING AG | SUISSE | DEITINGEN (SOLOTHURN) |
100.00 | 100.00 |
| VIGIER MANAGEME NT AG |
SUISSE | DEITINGEN (SOLOTHURN) |
100.00 | 100.00 |
| VIRO AG | SUISSE | DEITINGEN (SOLOTHURN) |
(1) | 100.00 |
| VITRANS AG | SUISSE | PERY (BERN) | 100.00 | 100.00 |
| AKTAS | TURQUIE | ANKARA | 100.00 | 100.00 |
| BASTAS BASKENT CIMENTO | TURQUIE | ANKARA | 91.58 | 91.58 |
| BASTAS HAZIR BET ON |
TURQUIE | ANKARA | 91.58 | 91.58 |
| KONYA CIMENTO | TURQUIE | KONYA | 83.34 | 83.34 |
| TAMTAS | TURQUIE | ANKARA | 100.00 | 100.00 |
| BSA Ciment SA | MAURITANIE | NOUAKCHOTT | 64.91 | 64.91 |
| BHARATHI CEME NT |
INDE | HYDERABAD | 51.00 | 51.00 |
| VICAT SAGAR | INDE | HYDERABAD | 53.00 | 53.00 |
(1) Companies merged in 2014.
| Company | Address | Siren n° | % control June 30, 2014 |
% control December 31, 2013 |
|---|---|---|---|---|
| CARRIERES BRESSE BOURGOGNE |
Port Fluvial Sud de Chalon 71380 EPERVANS |
655 850 055 | (2) | 49.95 |
| DRAGAGES ET CARRIERES |
Port Fluvial sud de Chalon 71380 EPERVANS |
341 711 125 | (2) | 50.00 |
| SABLIERES DU CENTRE | Les Genévriers Sud 63430 LES MARTRES D'ARTIERE |
480 107 457 | (2) | 50.00 |
(2) Equity method in 2014 (IFRS 10).
| Company | Country | State/city | % control June 30, 2014 |
% control December 31, 2013 |
|---|---|---|---|---|
| FRISHBET ON TAFERS AG |
SUISSE | Tafers (Fribourg) | (3) | 49.50 |
(3) Fully consolidated in 2014 (IFRS 10).
| Company | Address | Siren n° | % control June 30, 2014 |
% control December 31, 2013 |
|---|---|---|---|---|
| CARRIERES BRESSE BOURGOGNE |
Port Fluvial Sud de Chalon 71380 EPERVANS |
655 850 055 | 33.27 | (4) |
| DRAGAGES ET CARRIERES |
Port Fluvial sud de Chalon 71380 EPERVANS |
341 711 125 | 50.00 | (4) |
| SABLIERES DU CENTRE | Les Genévriers Sud 63430 LES MARTRES D'ARTIERE |
480 107 457 | 50.00 | (4) |
(4) Proportionate consolidation in 2013 (IFRS 10).
| Company | Country | State/city | % control June 30, 2014 |
% control December 31, 2013 |
|---|---|---|---|---|
| HYDROELECTRA | SUISSE | AU (ST. GALLEN) |
50.00 | 50.00 |
| SILO TRANSPORT AG | SUISSE | BERN (BERN) | 50.00 | 50.00 |
| SINAI WHITE CEME NT |
EGYPTE | LE CAIRE | 25.40 | 25.40 |
Recreation of the Veyleriverbed in the Saint-Denis-Lès-Bourg quarry in Ain (France).
| 2.1. | Change in consolidated sales | 42 |
|---|---|---|
| 2.2. 2.2.1. 2.2.2. |
Change in operating income Change in operating income by business segment Change in operating income by geographical region |
44 45 46 |
| 2.3. | Change in financial income | 49 |
| 2.4. | Change in income taxes | 50 |
| 2.5. | Change in net income | 50 |
| 2.6. | Change in financial position | 50 |
| 2.7. | Recent events | 51 |
| 2.8. | Outlook for 2014 | 52 |
The Vicat Group's consolidated sales for the first half of 2014 amounted to € 1,218 million, representing an increase of 6.1 % compared with the same period in 2013.
This increase is due to:
W sustained organic growth of nearly 11 % of sales (at constant consolidation scope and exchange rates) related to increased business activity in France and Switzerland, where weather conditions were very good in the first quarter; to the ongoing ramp-up in the Group business in India, strong growth in West Africa, Turkey and the United States, and lastly to renewed business growth in Egypt on account of an improved security situation. Kazakhstan recorded a nearly stable level of business activity at a constant exchange rate, which was affected in the first quarter by less favorable weather conditions than in 2013, but with a sharp increase in sales recorded in the second quarter. In Italy, the drop in activity is due to the continued deterioration of the macro-economic environment in general and of the construction sector in particular;
The change in consolidated sales as at June 30, 2014 by division compared with June 30, 2013 was as follows:
| Comprising | |||||||
|---|---|---|---|---|---|---|---|
| (in millions of euros except %) | June 30, 2014 | June 30, 2013 | Change | Change (%) | Exchange rate effect |
Change in consolidation scope |
Internal growth |
| Cement | 633 | 581 | + 53 | + 9.1 % | (47) | - | + 99 |
| Concrete & Aggregates | 430 | 418 | + 11 | + 2.7 % | (13) | + 5 | + 19 |
| Other Products and Services | 155 | 149 | + 6 | + 4.1 % | - | - | + 6 |
| Total | 1,218 | 1,148 | + 70 | + 6.1 % | (59) | + 5 | + 124 |
During the first half of 2014, consolidated sales in the Cement business increased by 17.1 % at constant consolidation scope and exchange rates. With the exception of Europe, all regions contributed to this growth, especially Africa, the Middle East and Asia, where the slight decline in Kazakhstan was more than offset by the strong growth recorded in India and Turkey.
Concrete & Aggregates business sales were up by a more moderate 4.6 % at constant consolidation scope and exchange rates. Only France recorded a very slight decline in sales for this division.
Lastly, the Other Products and Services business sales grew by 4.0 % at constant consolidation scope and exchange rates.
The breakdown of the Group's operational sales by business segment (before inter-segment elimination) was as follows:
| (percentage) | June 30, 2014 | June 30, 2013 |
|---|---|---|
| Cement | 53.5 | 52.4 |
| Concrete & Aggregates | 31.7 | 32.6 |
| Other Products and Services | 14.8 | 15.0 |
| Total | 100.0 | 100.0 |
The share of the Group's main businesses, Cement, Concrete & Aggregates, remained stable overall at more than 85 % of operational sales.
The change in volumes in our main businesses was as follows:
| June 30, 2014 | June 30, 2013 | Change | |
|---|---|---|---|
| Cement (thousand t) | 10,572 | 9,212 | + 14.8 % |
| Concrete (thousand m3 ) |
4,150 | 4,134 | + 0.4 % |
| Aggregates (thousand t) | 11,002 | 11,133 | - 1.2 % |
The increase in cement sales volumes during the first half of 2014 is due to:
This sales volume growth was accompanied by a sharp rise in cement prices in Egypt, Turkey and the United States, together with concrete prices in these two latter countries.
By business segment:
W operational sales in the Cement business increased by 14.4 % at constant consolidation scope and exchange rates. This upward trend is due to sales volume growth of nearly + 15 % following significant growth in India, West Africa, Egypt and the United States. Sales
Breakdown of consolidated sales by geographical region;
volume is slightly up in France, Switzerland and Kazakhstan. The sharp increase recorded in the latter country during the second quarter offset the decline recorded in the first quarter due to adverse weather conditions. However, volume is slightly down in Turkey, due to extremely poor weather conditions in the second quarter, and in Italy, due to the continuously tough sector conditions. As for selling prices, the trend varies from one region to another, with strong growth recorded in Egypt, Turkey and the United States, and nearly stable prices in India, representing a sharp improvement in the average selling price during the second quarter, a slight decline in France, in particular due to an unfavorable product mix, in Switzerland, Kazakhstan, Senegal and, lastly, in Italy;
| (in millions of euros) | June 30, 2014 | % | June 30, 2013 | % |
|---|---|---|---|---|
| France | 437 | 35.9 % | 426 | 37.1 % |
| Europe (excluding France) | 203 | 16.7 % | 197 | 17.2 % |
| U.S.A. | 116 | 9.5 % | 103 | 9.0 % |
| Asia | 254 | 20.8 % | 244 | 21.3 % |
| Africa, Middle East | 208 | 17.1 % | 177 | 15.4 % |
| Total | 1,218 | 100.0 | 1,148 | 100.0 |
By geographical region, the share of consolidated sales achieved in France and Europe has dropped slightly. It is slightly down in Asia, since the strong organic growth recorded in India and Turkey was unable to offset the highly negative impact of the exchange rate fluctuations recorded in the three countries concerned.
The share of business generated in the United States increased slightly. The Africa and Middle East region saw the greatest increase in its contribution, marked by the strong business recovery in Egypt and the dynamic market in Senegal, Mali and Mauritania during this first half of the year.
2.2 Change in operating income
Breakdown of operational sales for the first half of 2014 by region and by business segment:
| (in millions of euros) | Cement | Concrete & Aggregates |
Other Products and Services |
Elimination of inter-segment sales |
Consolidated sales |
|---|---|---|---|---|---|
| France | 189 | 217 | 124 | (93) | 437 |
| Europe (excluding France) | 85 | 83 | 63 | (28) | 203 |
| USA | 53 | 82 | (19) | 116 | |
| Asia | 221 | 46 | 18 | (30) | 254 |
| Africa, Middle East | 196 | 13 | - | 208 | |
| Operational sales | 743 | 440 | 205 | (170) | 1,218 |
| Elimination of inter-segment sales | (110) | (10) | (50) | (170) | |
| Consolidated sales | 633 | 430 | 155 | 1,218 |
| (in millions of euros) | June 30, 2014 | June 30, 2013 | Change | Change at constant consolidation scope and exchange rates |
|---|---|---|---|---|
| Sales | 1,218 | 1,148 | + 6.1 % | + 10.8 % |
| EBITDA | 208 | 201 | + 3.1 % | + 8.8 % |
| EBIT | 115 | 105 | + 9.4 % | + 15.8 % |
| Operating income | 112 | 107 | + 5.0 % | + 11.3 % |
Consolidated EBITDA came to € 208 million, an increase of + 3.1 %, or + 8.8 % at constant scope and exchange rates. It should be noted that exchange rates remained strongly negative over the first half, to the amount of nearly € 11 million.
This growth came from:
W a move to positive EBITDA in the USA during the first half, compared to the loss recorded in the first half of 2013.
These positive factors more than offset:
EBITDA margin on consolidated sales was thus 17.1 %, compared with 17.5 % in the first half of 2013.
Given these factors and a smaller amortisation and depreciation charge than in 2013, EBIT rose by + 9.4 %, and by + 15.8 % at constant scope and exchange rates.
EBIT margin was thus 9.5 % of consolidated sales, compared with 9.2 % in the first half of 2013.
| % change | ||||
|---|---|---|---|---|
| (in millions of euros) | June 30, 2014 | June 30, 2013 | Reported | At constant scope and exchange rates |
| Volume (thousands of tonnes) | 10,572 | 9,212 | + 14.8 % | |
| Operational sales | 743 | 693 | + 7.2 % | + 14.4 % |
| Consolidated sales | 633 | 581 | + 9.1 % | + 17.1 % |
| EBITDA | 155 | 147 | + 5.6 % | + 12.7 % |
| EBIT | 95 | 80 | + 18.8 % | + 26.4 % |
Over the first half of 2014, operational sales in the Cement business rose by + 7.2 %, or + 14.4 % at constant scope and exchange rates. Average selling prices were stable overall, despite an unfavourable geographical mix, with the strongest volume growth coming in countries where prices are lowest. Thus the price increases seen in Egypt, the USA and Turkey served to offset the slight decline in France and Switzerland and the greater drops observed in West Africa, Kazakhstan and Italy. This overall trend in prices was coupled to an increase in volumes of nearly + 15 %. Volume growth was particularly strong in India, Egypt, Western Africa and the USA. It was slower in France and Switzerland. In contrast, volumes were down in Turkey and Italy.
EBITDA was + 12.7 % higher, at constant scope and exchange rates, at € 155 million. This was mainly the result of EBITDA growth in India, Egypt, Turkey and the USA, which offset the declines seen in France, the rest of Europe and Kazakhstan.
| % change | ||||
|---|---|---|---|---|
| (in millions of euros) | June 30, 2014 | June 30, 2013 | Reported | At constant scope and exchange rates |
| Concrete volumes (thousands of m3 ) |
4,150 | 4,134 | + 0.4 % | |
| Aggregates volumes (thousands of tonnes) | 11,002 | 11,133 | - 1.2 % | |
| Operational sales | 440 | 432 | + 1.8 % | + 3.9 % |
| Consolidated sales | 430 | 418 | + 2.7 % | + 4.6 % |
| EBITDA | 36 | 37 | - 2.9 % | - 0.3 % |
| EBIT | 14 | 15 | - 8.3 % | - 3.5 % |
The Concrete & Aggregates business saw a + 3.9 % growth in operational sales at constant scope and exchange rates compared to the first half of 2013. Driven mainly by strong sales growth in the USA and Switzerland, this also reflected improvements in market conditions in all the countries where the Group is active, with the exception of France, where operational sales in this segment were down slightly. As a result of these factors, EBITDA was more or less stable, dropping by - 0.3 % at constant scope and exchange rates.
2.2 Change in operating income
| % change | |||||
|---|---|---|---|---|---|
| (in millions of euros) | June 30, 2014 | June 30, 2013 | Reported | At constant scope and exchange rates |
|
| Operational sales | 205 | 198 | + 3.4 % | + 5.2 % | |
| Consolidated sale | 155 | 149 | + 4.1 % | + 4.0 % | |
| EBITDA | 17 | 17 | - 4.9 % | - 4.9 % | |
| EBIT | 7 | 11 | - 35.3 % | - 35.2 % |
Operational sales grew by + 5.2 % at constant scope and exchange rates.
EBITDA was € 17 million, - 4.9 % lower than in the first half of 2013 at constant scope and exchange rates.
| % change | ||||
|---|---|---|---|---|
| (in millions of euros) | June 30, 2014 | June 30, 2013 | Reported | At constant scope and exchange rates |
| Consolidated sales | 437 | 426 | + 2.6 % | + 1.5 % |
| EBITDA | 68 | 76 | - 10.9 % | - 10.2 % |
| EBIT | 42 | 46 | - 7.8 % | - 6.1 % |
In France, consolidated sales grew by + 1.5 % at constant scope and exchange rates in the first half to € 437 million. This growth came from a sharp rise in volumes, driven by good weather conditions in the first quarter. EBITDA in France was - 10.2 % lower at constant scope, due mainly to a fall in average sales prices and a temporary increase in some operational costs and expenses.
W The Cement business saw consolidated sales grow by + 2.2 % at constant scope. Operational sales (before inter-segment eliminations) were up + 1.4 %. The first half saw growth in volumes of more than + 4 % thanks to good weather conditions in a market context that nevertheless remained depressed. Average selling prices were down, due in large part to an unfavourable product mix. Under these circumstances, and given the temporary increase in some operating cost items, the Group recorded a - 10.5 % decline in EBITDA in this business.
2
| % change | ||||
|---|---|---|---|---|
| (in millions of euros) | June 30, 2014 | June 30, 2013 | Reported | At constant scope and exchange rates |
| Consolidated sales | 203 | 197 | + 2.8 % | + 1.9 % |
| EBITDA | 47 | 47 | - 1.4 % | - 2.0 % |
| EBIT | 29 | 33 | - 11.0 % | - 11.4 % |
Over the first half of 2014, sales in Europe (excluding France) grew by + 1.9 % at constant scope and exchange rates.
In Switzerland, consolidated Group sales rose by + 2.5 % at constant scope and exchange rates in the first half of 2014, driven by a dynamic construction market, the beginning of new infrastructure projects and favourable weather conditions. However, it should be noted that following an exceptionally strong sales performance in the first quarter (+ 24.3 %) due to favourable weather conditions, the second quarter saw a marked decline in sales, of - 9.9 %. The second quarter was also affected by an unfavourable basis of comparison created by the particularly strong performance of the second quarter of 2013, as the market made up lost ground to poor weather in the first quarter of 2013. Over the first half as a whole, EBITDA was - 1.3 % lower at constant scope and exchange rates.
were up + 9.4 %. This growth came from strong progress in volumes in both concrete (up + 12 %) and aggregates (+ 13 %), as the Group took advantage of good weather conditions, positive market trends and the beginning of new infrastructure projects within its catchment area. As in the Cement business, the second quarter saw a drop in operational sales (- 6.6 %), which was more than made up for by the strong first-quarter performance (up + 39.2 %). Selling prices were stable in concrete and higher in aggregates. EBITDA was nearly stable, falling just 0.7 % over the first half.
W The Precast business reported sales growth of + 2.7 % at constant scope and exchange rates. Sales were driven by volume growth (slightly over + 4 %), particularly in the rail sector, but in a pricing climate that came under a degree of pressure given the nature of the clients supplied. Thus EBITDA was 3.1 % lower at constant scope and exchange rates.
In Italy, consolidated sales fell by - 8.6 % at constant scope and exchange rates. The first half saw volumes fall by just over - 7 %, with higher export volumes only partially offsetting the fall in volumes in the domestic market, which continued to be affected by the significant deterioration in the macroeconomic and sector climates. Against this background, average selling prices fell over the course of the period. Even so, it should be noted that the sales trend in the second quarter (up + 0.1 %) marked a significant improvement on the - 17.4 % decline in the first. EBITDA fell by - 18.8 %.
| % change | |||||
|---|---|---|---|---|---|
| (in millions of euros) | June 30, 2014 | June 30, 2013 | Reported | At constant scope and exchange rates |
|
| Consolidated sales | 116 | 103 | + 11.8 % | + 16.3 % | |
| EBITDA | 2 | (1) | n.s | n.s | |
| EBIT | (9) | (13) | + 29.3 % | + 26.5 % |
2 Half year report
Business levels in the USA continued to improve against a background of favourable macroeconomic trends. In this environment, the Group's consolidated sales grew by + 16.3 % compared with the first half of 2013 and EBITDA moved back into positive territory (€ 2.3 million in the first half of 2014, up from € (0.8) million in the first half of 2013). It should be noted that the Group saw particularly solid growth in consolidated sales during the second quarter, at + 19.1 %, higher than the + 12.8 % recorded during the first quarter.
W The Cement business saw consolidated sales grow by + 19.1 %. Operational sales were up + 18.0 %. Operational sales growth accelerated to + 21.1 % in the second quarter from + 13.9 % in the first. Over the first half as a whole, volumes continued to grow, rising by more than + 12 %. Growth was faster in California (+ 15 %) than in the South-East (+ 8 %), which was affected by poor weather conditions in the first quarter. Selling prices were higher than in the first half of 2013, with a greater increase in the South-East than in California, as the price increases that took place there in April 2014 held in part. As a result of these developments, Group EBITDA from this business rose to € 0.3 million, from a € 0.3 million loss in the first half of 2013.
W In the Concrete & Aggregates business, consolidated sales rose by + 15.1 % at constant scope and exchange rates. It should be noted that during the second quarter, operational sales growth remained strong at + 15.3 %. Volumes were up nearly + 9 % over the whole of the region, with growth in California proving stronger than that in the South-East, given weather conditions in the first quarter. Selling prices showed solid increases over the first half, reflecting the improvement in volumes and, more generally, in the macroeconomic and market climate. Against this background, EBITDA rose sharply to more than € 2 million over the period, compared to a loss of € 0.5 million in the first half of 2013.
| % change | ||||
|---|---|---|---|---|
| (in millions of euros) | June 30, 2014 | June 30, 2013 | Reported | At constant scope and exchange rates |
| Consolidated sales | 254 | 244 | + 4.0 % | + 24.9 % |
| EBITDA | 45 | 40 | + 13.8 % | + 38.3 % |
| EBIT | 24 | 19 | + 24.4 % | + 53.6 % |
Sales for the region grew by + 24.9 % to € 254 million, at constant scope and exchange rates.
In Turkey, sales were € 109 million, a fall of - 7.2 % on reported figures but an increase of + 15.3 % at constant scope and exchange rates. Growth in consolidated sales remained strong in the second quarter of the year, gaining + 8.8 % at constant scope and exchange rates, even after the strong growth of + 25.8 % in the first quarter and the poor weather conditions in the second. As a result, EBITDA rose by + 26.3 % at constant scope and exchange rates.
In India, sales totalled € 113 million in the first half of 2014, up + 49.4 % at constant scope and exchange rates. This reflected an acceleration in the revenue growth of + 71.7 % in the second quarter, at constant scope and exchange rates, up from + 27.2 % in the first. Volumes sold topped 2.5 million tonnes, up + 51.8 % over the first half of 2013. Selling prices remained very volatile due to competitive and market conditions early in the year. However, during the second quarter, and in particular following the national election, prices started to rise again, enabling prices in the first half overall to be more or less stable compared to the same period in 2013. EBITDA increased by a factor of 3.2 (growth of + 260.2 %) at constant scope and exchange rates.
Consolidated sales in Kazakhstan fell by - 19.2 % on reported figures, but, at € 31.4 million, were just - 1.2 % lower at constant scope and exchange rates. This was primarily the result of an unfavourable basis of comparison created by the particularly mild weather observed in the first half of 2013. The second quarter of 2014 saw the Group's sales grow by + 4.9 %, having fallen by - 14.0 % in the first quarter. Over the first half as a whole, volumes were + 4.3 % higher whilst prices were down slightly, reflecting weather conditions. On this basis, EBITDA for the period was - 3.7 % lower at € 11 million.
W In the West Africa region, sales rose by + 13.5 % at constant scope and exchange rates. Sales growth accelerated to + 15.4 % in the second quarter, from + 11.6 % in the first. Over the first half as a whole, volumes were significantly higher, growing by almost + 17 %, backed by favourable market conditions throughout the region. However, selling prices continued to fall, affected mainly by the decline seen over the course of 2013. Thus EBITDA fell by - 1.5 %.
| % change | ||||
|---|---|---|---|---|
| (in millions of euros) | June 30, 2014 | June 30, 2013 | Reported | At constant scope and exchange rates |
| Consolidated sales | 208 | 177 | + 17.7 % | + 20.7 % |
| EBITDA | 46 | 39 | + 16.9 % | + 20.3 % |
| EBIT | 29 | 21 | + 41.0 % | + 45.5 % |
Sales in the Africa and Middle East region were € 208 million, an increase of + 20.7 % at constant scope and exchange rates.
W In Egypt, sales came to € 61.8 million, up 40.6 % at constant scope and exchange rates. This solid performance came from significant growth in volumes, of more than + 19 %, helped by a fast-growing market and an improvement in security conditions in North Sinaï. Sales growth of + 26.7 % in the first quarter was followed by + 53.5 % growth in the second. Under these circumstances, prices rose substantially over the whole period. As a result, EBITDA rose by + 96.6 %.
| (in millions of euros) | June 30, 2014 | June 30, 2013 |
|---|---|---|
| Cost of net borrowings and financial liabilities | (23.5) | (19.5) |
| Other financial income and expenses | (6.2) | (2.0) |
| financ ial inc ome (expense) |
(29.7) | (21.5) |
The significant increase in net financial expense, which was € 8.2 million higher at € 29.7 million, was primarily due to the impact of the devaluation of the Kazakhstan tenge on external financing costs, to the amount of around € 9 million, which was partially offset by other income and costs (currency and actualisation). The increase also reflected, although to a smaller degree (around € 8 million), the end of the period of capitalisation of financial expenses relating to the start-up of Vicat Sagar and Gulbarga Power in India. This increase was partly offset by lower net financial expense in other countries, particularly France.
2.4 Change in income taxes
| (in millions of euros) | June 30, 2014 | June 30, 2013 |
|---|---|---|
| Current taxes | (41.8) | (38.6) |
| Deferred taxes | 13.4 | 10.1 |
| TOTAL | (28.4) | (28.5) |
The tax charge was stable, despite a 3.3 % dip in ordinary pre-tax profits, due to an increase in the Group's average tax rate to 34.4 %, from 33.3 % in the first half of 2013.
The increase in the average tax rate was mainly due to:
Despite the improvement in the operating result (EBIT) and the impact of the "non-cash" tengue devaluation in Kazakhstan, net income attributable to the Group fell by - 7.6 %, or by - 4.6 % at constant scope and exchange rates, to € 51 million.
At June 30, 2014, the Group had a solid financial structure with significant shareholders' equity and well-controlled net debt which has increased compared with December 31, 2013 owing to the seasonal nature of the business (+ € 118 million), but down € 58 million compared with June 30, 2013. Gross debt, excluding put option and including financial instruments assets, was € 1,414 million.
On this basis, the Group's gearing ratio amounted to 52.7 % at June 30, 2014, compared with 53.3 % at June 30, 2013, and the leverage ratio amounted to 2.7 times EBITDA, compared with 2.8 times at June 30, 2013.
| (in millions of euros) | June 30, 2014 | June 30, 2013 |
|---|---|---|
| Gross financial debt | 1,414 | 1,448 |
| Cash | (231) | (207) |
| Net financial debt (excluding option) | 1,183 | 1,241 |
| Consolidated shareholders' equity | 2,246 | 2,329 |
| Gearing ratio | 52.7 % | 53.3 % |
| EBITDA | 433 | 438 |
| Leverage ratio | 2.7 | 2.8 |
Medium and long-term financing agreements contain specific clauses (covenants) in particular requiring adherence to financial 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 financial position. As at June 30, 2014, the Group adhered to all the ratios referred to in the covenants contained in the financing agreements.
The Group had confirmed credit lines which are not used and not assigned to hedge the liquidity risk on commercial papers, amounting to € 236 million as at June 30, 2014 (€ 326 million as at December 31, 2013).
The Group also has a € 300 million commercial paper issue program. As at June 30, 2014, € 300 million in commercial paper had been issued. The commercial papers which constitute these short-term credit instruments are backed by confirmed credit lines for the amount issued and as such are classified as medium-term debts in the consolidated balance sheet.
For 2014, the Group wishes to provide the following comments concerning its various markets:
W in Turkey, in a year marked by elections, the Group's performances will benefit from continued favourable market conditions albeit in a macroeconomic climate marked by exchange rate volatility and rising interest rates. Given these circumstances, the Group expects performance to continue improving in Turkey, although at a slower pace than in the past;
W in Egypt, the macroeconomic situation and the gradual improvement in security will help the Group to return to growth in more favourable market conditions. Thus the improvement in volumes and prices is likely to offset the sharp rise in energy costs and allow the Group to record a clear improvement in its performance over the course of 2014;
The front of a Swatch group building in Cormondrèche (Switzerland), built using Ultra-High Performance Fibre Reinforced Concrete (UHPFRC), six times more resistant than common concrete.
"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 reflection of the assets and liabilities, financial position and income of the Company and all the firms within the consolidation scope and that the half year report on operations, attached on pages 41 ff., presents a true picture of the major events which occurred during the first 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 1st, 2014
Guy Sidos Chairman and CEO
Research and development at the Louis Vicat Technical Centre in l'Isled'Abeau (France).
Statutory auditors' review report on the condensed half-yearly consolidated financial statements
4
This is a free translation into English of the statutory auditors' review report on the condensed half-yearly consolidated financial statements issued in French and it is provided solely for the convenience of English speaking users. This report also includes information relating to the specific verification of information given in the Group's interim management report. This report should be read in conjunction with and construed in accordance with French law and professional standards applicable in France.
For the six-month period ended June 30, 2014
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 financier), we hereby report to you on:
W the review of the accompanying condensed half-yearly consolidated financial statements of Vicat SA for the six-month period ended June 30, 2014;
W the verification of information contained in the half-year management report.
These condensed half-yearly 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-yearly consolidated financial 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 financial information.
We have also verified information given in the half-year 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.
The statutory auditors
French original signed by
Paris La Défense, August 1st, 2014 Chamalières, August 1st, 2014
KPMG Audit Wolff & Associés S.A.S.
Département de KPMG S.A. Bertrand Desbarrières Patrick Wolff Partner Partner
A French société anonyme with a share capital of €179,600,000 Registred Office: Tour Manhattan - 6, place de l'Iris 92095 Paris-La Défense Cedex - France Tel.: +33 (0)1 58 86 86 86 - Fax: +33 (0)1 58 86 87 87 Registred with the Trade and Companies Register of Nanterre under the number 057 505 539.
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