Ternium S.A. Consolidated Condensed Interim
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TERNIUM S.A. CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS AS OF JUNE 30, 2008 AND FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2008 AND 2007 46a, Avenue John F. Kennedy, 2nd floor L – 1855 R.C.S. Luxembourg : B 98 668 TERNIUM S.A. Consolidated condensed interim financial statements as of June 30, 2008 and for the six-month periods ended June 30, 2008 and 2007 (All amounts in USD thousands) CONSOLIDATED CONDENSED INTERIM INCOME STATEMENTS Three-month period Six-month period ended June 30, ended June 30, Notes 2008 2007 2008 2007 (Unaudited) (Unaudited) Continuing operations Net sales 3 2,374,792 1,255,851 4,327,474 2,430,668 Cost of sales 3 & 4 (1,584,120) (931,090) (3,036,889) (1,809,681) Gross profit 3 790,672 324,761 1,290,585 620,987 Selling, general and administrative expenses 3 & 5 (181,783) (118,221) (328,377) (211,042) Other operating income (expenses), net 3 1,468 (3,547) 11,412 3,138 Operating income 3 610,357 202,993 973,620 413,083 Interest expense (30,112) (10,394) (74,390) (24,518) Interest income 12,035 7,701 24,143 14,948 Other financial income (expenses), net 6 115,488 (10,772) 118,396 6,158 Equity in earnings (losses) of associated companies 445 (362) 890 (825) Income before income tax expense 708,213 189,166 1,042,659 408,846 Income tax (expense) benefit Current and deferred income tax expense (209,333) (73,168) (316,414) (161,009) Reversal of deferred statutory profit sharing 9 - - 96,265 - Income from continuing operations 498,880 115,998 822,510 247,837 Discontinued operations Income from discontinued operations 12 - 198,955 159,937 318,743 Net income for the period 498,880 314,953 982,447 566,580 Attributable to: Equity holders of the Company 415,634 236,928 837,759 459,059 Minority interest 83,246 78,025 144,688 107,521 498,880 314,953 982,447 566,580 Weighted average number of shares outstanding 2,004,743,442 2,004,743,442 2,004,743,442 2,004,743,442 Basic and diluted earnings per share for profit attributable to the equity holders of the Company (expressed in USD per share) 0.21 0.12 0.42 0.23 The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2007. -2- TERNIUM S.A. Consolidated condensed interim financial statements as of June 30, 2008 and for the six-month periods ended June 30, 2008 and 2007 (All amounts in USD thousands) CONSOLIDATED CONDENSED BALANCE SHEETS Notes June 30, 2008 December 31, 2007 (1) ASSETS (Unaudited) Non-current assets Property, plant and equipment, net 7 5,188,007 6,858,779 Intangible assets, net 8 1,500,973 1,452,230 Investments in associated companies 4,743 44,042 Other investments, net 15,422 14,815 Deferred tax assets 2,243 31,793 Receivables, net 58,024 6,769,412 217,638 8,619,297 Current assets Receivables 260,746 426,038 Derivative financial instruments 464 577 Inventories, net 2,337,968 1,913,051 Trade receivables, net 1,051,175 847,827 Available for sale assets – discontinued operations 12 (ii) 1,318,900 - Other investments - 65,337 Cash and cash equivalents 688,763 5,658,016 1,126,041 4,378,871 Non-current assets classified as held for sale 6,674 769,142 5,664,690 5,148,013 Total assets 12,434,102 13,767,310 EQUITY Capital and reserves attributable to the company’s equity holders 5,353,230 4,452,680 Minority interest 1,195,595 1,914,210 Total equity 6,548,825 6,366,890 LIABILITIES Non-current liabilities Provisions 29,255 57,345 Deferred income tax 1,233,381 1,337,039 Other liabilities 176,557 336,500 Trade payables - 6,690 Borrowings 2,569,090 4,008,283 3,677,497 5,415,071 Current liabilities Current tax liabilities 199,181 184,766 Other liabilities 137,776 182,239 Trade payables 927,942 983,884 Derivative financial instruments 15,369 13,293 Borrowings 596,726 1,876,994 407,404 1,771,586 Liabilities directly associated with non-current assets classified as held for sale - 213,763 1,876,994 1,985,349 Total liabilities 5,885,277 7,400,420 Total equity and liabilities 12,434,102 13,767,310 Contingencies, commitments and restrictions to the distribution of profits are disclosed in Note 11. (1) According to IFRS 5, balances related to Sidor have been consolidated on a line-by-line basis as of December 31, 2007. The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2007. - 3 - TERNIUM S.A. Consolidated condensed interim financial statements as of June 30, 2008 and for the six-month periods ended June 30, 2008 and 2007 (All amounts in USD thousands) CONSOLIDATED CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY Attributable to the Company’s equity holders (1) Capital Initial public Revaluation Capital stock Currency Retained Total Minority Total stock (2) offering and other issue discount translation earnings interest Equity expenses reserves (3) (4) adjustment Balance at January 1, 2008 2,004,744 (23,295) 1,946,962 (2,324,866) (110,739) 2,959,874 4,452,680 1,914,210 6,366,890 Currency translation adjustment 165,610 165,610 45,963 211,573 Net income for the period 837,759 837,759 144,688 982,447 Change in fair value of cash flow hedge (net of taxes) (2,582) (2,582) (329) (2,911) Total recognized income for the period (2,582) 165,610 837,759 1,000,787 190,322 1,191,109 Dividends paid in cash and other distributions (100,237) (100,237) - (100,237) Dividends paid in cash and other distributions by subsidiary companies (19,595) (19,595) Minority interest in discontinued operations (889,342) (889,342) Balance at June 30, 2008 2,004,744 (23,295) 1,844,143 (2,324,866) 54,871 3,797,633 5,353,230 1,195,595 6,548,825 Balance at January 1, 2007 2,004,744 (23,295) 2,047,199 (2,324,866) (121,608) 2,175,384 3,757,558 1,729,583 5,487,141 Currency translation adjustment 7,177 7,177 (1,791) 5,386 Net income for the period 459,059 459,059 107,521 566,580 Total recognized income for the period 7,177 459,059 466,236 105,730 571,966 Dividends paid in cash and other distributions (100,237) (100,237) (100,237) Dividends paid in cash and other distributions by subsidiary companies - (19,871) (19,871) Acquisition of business (130) (130) Balance at June 30, 2007 2,004,744 (23,295) 1,946,962 (2,324,866) (114,431) 2,634,443 4,123,557 1,815,312 5,938,869 (1) Shareholders’ equity determined in accordance with accounting principles generally accepted in Luxembourg is disclosed in Note 11 (iii). (2) At June 30, 2008, the Capital Stock adds up to 2,004,743,442 shares at a nominal value of USD 1 each. (3) See Note 2. (4) Represents the difference between book value of non-monetary contributions received from shareholders under Luxembourg GAAP and IFRS. Dividends may be paid by Ternium to the extent distributable retained earnings calculated in accordance with Luxembourg law and regulations exist. Therefore, retained earnings included in these consolidated condensed interim financial statements may not be wholly distributable. See Note 11 (iii). The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2007. -4- TERNIUM S.A. Consolidated condensed interim financial statements as of June 30, 2008 and for the six-month periods ended June 30, 2008 and 2007 (All amounts in USD thousands) CONSOLIDATED CONDENSED INTERIM CASH FLOW STATEMENTS Six-month period Notes ended June, 30 2008 2007 (Unaudited) Cash flows from operating activities Income from continuing operations 822,510 247,837 Adjustments for: Depreciation and amortization 7 & 8 210,633 144,722 Income tax accruals less payments 74,455 (1,483) Equity in (earnings) losses of associated companies (890) 825 Interest accruals less payments (84,650) (2,716) Changes in provisions 2,032 (9,777) Changes in working capital (940,820) 144,698 Others (126,190) (3,361) Net cash (used in) provided by operating activities (42,920) 520,745 Cash flows from investing activities Capital expenditures 7& 8 (250,845) (162,763) Proceeds from the sale of property, plant and equipment 1,001 6,192 Acquisition of business - (130) Decrease in other investments 65,337 - Proceeds from the sale of discontinued operations 12 (i) 722,523 - Discontinued operations 12 (iv) 89,820 269,213 Net cash provided by investing activities 627,836 112,512 Cash flows from financing activities Dividends paid in cash and other distributions (100,237) (100,237) Dividends paid in cash and other distributions by subsidiary companies (19,595) (19,871) Proceeds from borrowings 181,305 112,265 Repayments of borrowings (931,441) (527,582) Net cash used in financing activities (869,968) (535,425) (Decrease)/Increase in cash and cash equivalents (285,052) 97,832 Movement in cash and cash equivalents At January 1, 1,126,041 633,002 Effect of exchange rate changes 5,668 9 (Decrease)/Increase in cash and cash equivalents (285,052) 97,832 Cash & cash equivalents of discontinued operations at March 31, 2008 (157,894) - Cash and cash equivalents at June 30, 688,763 730,843 The accompanying notes are an integral part of these consolidated condensed interim financial statements.