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Keramika AD, Mladenovac

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Investment<br />

Opportunity<br />

Investment<br />

Highlights<br />

Investment opportunity<br />

<strong>Keramika</strong> <strong>AD</strong>, <strong>Mladenovac</strong><br />

Prospective investors are being presented with an opportunity to acquire a<br />

majority stake in “<strong>Keramika</strong>”, <strong>Mladenovac</strong> (“Company”).<br />

This information brief (“Teaser”) has been prepared by BDO BC Excel on behalf<br />

of the Privatization Agency of the Republic of Serbia (“PA” or “Agency”). The<br />

information contained herein is confidential, and is not to be used for any other<br />

purposes then considering an investment in the business described herein.<br />

BDO BC Excel has prepared this document for the purpose of offering initial<br />

information on this investment opportunity to potential investors. This Document<br />

provides general information on the Company and its business activities,<br />

management structure and capabilities, market and competitors and financial<br />

standing. Potential investors that express interest will be able to obtain more<br />

information through acquiring the tender documentation package, which will<br />

include a detailed Information memorandum.<br />

No warranty or representation by BDO BC Excel or Agency is made as to the<br />

accuracy or completeness of the information contained herein. Prospective<br />

investors must rely solely on their own investigation, financial projections and<br />

conclusions.<br />

� The Company has a dominant market share in the country.<br />

� Sales for 2006 were EUR 9.85 million of which about 34% was<br />

exported regionally and to Western Europe Countries.<br />

� The Company has preferential treatment for its products on the<br />

markets of South Eastern Europe and Russia, with only a one percent<br />

duty applied.<br />

� Strategic location in Europe that provides easy access to countries in<br />

the region and the international highway “corridor 10” connecting<br />

Salzburg to Thessalonica.<br />

� The Company poses strong goodwill with domestic customers.<br />

� The Company also has the capacity to export to neighboring markets<br />

and enjoys a strong and recognizable brand name regionally.<br />

� Production levels and quality standards could be brought up to global<br />

levels with relatively minor investment.<br />

� The sale process has the support of the Company’s management and<br />

labor force


Background<br />

and History<br />

Location<br />

Organisation<br />

Investment opportunity<br />

<strong>Keramika</strong> was established in 1950 for the purposes of manufacturing ceramic<br />

sewage pipes. In the early 1970’s, production was expanded to include the<br />

manufacture of sanitary ware. It is currently the only such production facility in<br />

Serbia and Montenegro for both ceramic pipes and sanitary ware, and only one of<br />

two in the Balkans manufacturing ceramic pipes for use as chimney liners.<br />

Since its foundation, <strong>Keramika</strong> has expanded into other product areas. Currently<br />

it has two main product lines, although sanitary ware is still the most important,<br />

accounting for about three quarters of revenue:<br />

� Sanitary Ceramics<br />

� Ceramic Pipes including ceramic sewage pipes and ceramic pipes for lining<br />

chimneys<br />

<strong>Keramika</strong> also owns a clay mine, which not only provides the main raw materials<br />

for the plant but also generates additional revenue from the sales of clays to third<br />

parties. The factory is located on one single site, with the clay mine located<br />

approximately 12 kilometers away. <strong>Keramika</strong> has ISO 9001 certification.<br />

<strong>Keramika</strong> also has a small unit that manufactures decorative ceramics.<br />

<strong>Keramika</strong> is<br />

located in the<br />

town of<br />

<strong>Mladenovac</strong>, 40<br />

km to the South<br />

of Belgrade.<br />

The plant is<br />

well served in<br />

terms of<br />

communications<br />

links, with<br />

access to major<br />

motorway, rail<br />

and river<br />

transportation<br />

links. The<br />

Company<br />

transports raw<br />

materials and<br />

finished<br />

products mainly<br />

by road.<br />

<strong>Keramika</strong> is currently organized as one single company. Around 53% of the<br />

capital is held by the Privatization Register; 10% is state owned, with the shares<br />

owned by the Pension and Disability Insurance fund. The remaining 37% is<br />

private capital in the hands of some 1,700 current and former employees.<br />

<strong>Keramika</strong> currently employs some 885 workers.


Sanitary<br />

Ceramics<br />

Overview<br />

Production Facilities<br />

Equipment<br />

Investment opportunity<br />

<strong>Keramika</strong> operates the only sanitary ware factory in Serbia. It is one of the three<br />

factories in the Balkans. The others are located in Macedonia and Croatia. The<br />

plant has installed capacity to produce 600,000 pieces per year. Last year it<br />

operated at over 70% capacity. A significant proportion of production is exported.<br />

Main export countries include Macedonia, Bosnia Herzegovina and Croatia. It<br />

also does business with Italy, Belgium and Holland. <strong>Keramika</strong> is ISO 9001<br />

certificated. The plant operates continuously on a three shift basis. Its furnaces<br />

are gas fired. Total sales in 2006 were 460,000 pieces representing income of<br />

some € 6.4 million.<br />

In order to continue its operations successfully, management has identified some<br />

investment requirements over the short to medium term, essentially in areas<br />

relating to maintenance and automation. The basic infrastructure and equipment is<br />

in good working order. Despite regional competition from Croatia and Macedonia,<br />

<strong>Keramika</strong> is the dominant market leader in Serbia. This situation is unlikely to<br />

change over the medium term.<br />

<strong>Keramika</strong> produces sanitary ceramics such as toilet bowls, bathroom sinks and<br />

decorative ceramics. The Company produces some 2,000 pieces per day.<br />

<strong>Keramika</strong> produces its own range of models, many of which are classical. These<br />

models are developed by craftsmen without the aid of computerization.<br />

Management is aware of the need for investment in this area and has developed<br />

plans for the modernization of the product range and the use of C<strong>AD</strong> in model<br />

production.<br />

Moulds are built in plaster (stucco) in the mould workshop. Each mould can be<br />

used for 60 operations. This figure is lower than in similar factories due to the<br />

high level of electrolytes in the slip. Management is fully aware of this issue and<br />

has developed an investment plan to improve efficiency. Lack of financial<br />

resources has prevented the implementation of this plan. The mould workshop has<br />

the capacity to produce 90 new moulds per day. The molding line has the capacity<br />

to produce 2,600 pieces per day.<br />

Two natural-gas heated KERABEDARF kilns which date from 1975 are used for<br />

glazing sanitary products. Each is 100 meters long with capacity for 47 trams<br />

containing 18 pieces or 200 kg each. The glazing process takes 24 hours. Each<br />

kiln has a total annual production capacity is 3,430 MT or 308,000 large pieces.<br />

The kilns are in good condition. Total capacity of the plant is 6,860 MT or<br />

616,000 large pieces annually.<br />

<strong>Keramika</strong> has a range of other equipment for the preparation of slip, molding and<br />

glazing. This equipment was built between 1975 and 1986. It is in relatively good<br />

condition and adequately maintained.


Production Process<br />

Market<br />

Investment opportunity<br />

Phase Equipment Features<br />

Preparation of slip 6 ball mills 6 tons capacity each<br />

5 mixers 3.5 meter diameter each<br />

3 mixers 5 meter diameter each<br />

7 additional mixers 16 tons each<br />

Two tanks of maturation 150 tons each<br />

Molding line 5 mixers 7 tons each<br />

1 mixer 6 tons each<br />

1 mixer 25 tons each<br />

5 mixers 12 tons each<br />

Glazing 1 mixer 6 tons<br />

The production process for sanitary ceramics is a classical manpower intensive<br />

one similar to the one used by EU companies in the early 1990s. Each plaster<br />

mould can be used to produce up to 100 pieces, depending on the quality of the<br />

plaster and the control of absorption in the slip. Once the mould is full of casting<br />

slip, the mass rests for 90 minutes in order to get 8 mm. of solid wall. Afterwards<br />

the mould is emptied opening the lower part. The excess of split goes to a tank and<br />

is reused.<br />

Once the piece is removed from its mould, it is put in an automatic line that is<br />

moving permanently in the upper floor, under roofing. This part of the premises is<br />

kept at 34ºC. Warm air created by the kiln is used for heating. The piece is<br />

circulating in this dryer for three days. Then it is enameled manually in three<br />

colors and glazed in a kiln at 1270ºC. Enameling is the bottleneck of this process<br />

since it is done manually and <strong>Keramika</strong> works in two shifts six days per week.<br />

It is possible to develop plastic moulds, which are able to produce thousands of<br />

units, but their cost per mould is much higher, thus significant cost reductions<br />

cannot be achieved. The environmental problem caused by plastic moulds is worse<br />

than that created by plaster ones since plastic is more difficult to recycle. Pieces<br />

are transported in the dryer in trays suspended from a motorized chain. The<br />

product is then transported in trams and stocked in pallets. The product is<br />

extracted from the mould manually. Potential defects created by remnants sticking<br />

to the moulds are eliminated with a wet sponge.<br />

<strong>Keramika</strong> is the only domestic and also the market leader for sanitary ceramics in<br />

Serbia. The main competitor is FYR Macedonia. Their share of the market has<br />

increased with the relaxation of controls by the State and the reduction of tariffs<br />

on imports. The bulk of <strong>Keramika</strong> output is targeted at the “standard” market,<br />

whereas imports from EU countries such as Italy and Spain are almost exclusively<br />

targeted at the “luxury” end of the market. <strong>Keramika</strong> has a significant market<br />

share. Management are of the view that the market will increase significantly in<br />

the short term due to increasing consumer confidence which is translating into<br />

increasing investment in real estate. <strong>Keramika</strong> has also been targeting exports as a<br />

means to growth, increasing the value of exports in the last two years.


Ceramic<br />

Pipes<br />

Overview<br />

Production Facilities<br />

Investment opportunity<br />

<strong>Keramika</strong> started the production of ceramic pipes (for use in sewage systems) and<br />

chimney liners in the mid 1950s. It is the second principal business line,<br />

accounting for about one quarter of revenues. <strong>Keramika</strong> is the only large<br />

manufacturer in Serbia and only one of two in the Balkans. The plant has capacity<br />

to produce in the order of 20,000 tones per year. Around 40% of production is<br />

exported. Main export countries include Macedonia, Bosnia Herzegovina and<br />

Croatia. The plant operates continuously on a three shift basis. Its furnaces are<br />

gas fired.<br />

Sales were 11.85 thousand tones in 2006. This represented income of some € 2.4<br />

million. The main investment needs in the short to medium term relate to<br />

maintenance and automation. The rest of the facilities are in a good state of repair.<br />

Despite regional competition, <strong>Keramika</strong> is the dominant market leader in Serbia<br />

with significant market share.<br />

The company produces ceramic pipes for lining chimneys and use for sewage<br />

collection. There is no mould per piece in this technical process. The mould is<br />

constructed from steel and is installed in the press. It takes 40 minutes to change<br />

the mould in the press. According to the product workshop, the company is able to<br />

produce a range of moulds.<br />

A 120 meter long KERABEDARF kiln is working at 1,100ºC of temperature. A<br />

winch located just outside of the kiln is capable of winching 70 trams. Each tram<br />

can hold up to 1,200 kg. The entire process takes 52 hours, therefore there is a<br />

tram available every 45 minutes. Total annual production capacity is 14,000 MT.<br />

The equipment is ageing, but still functions adequately. The molding press<br />

includes 3 vertical presses for pipes and 1 horizontal press for connections. Each<br />

vertical press is able to produce 150 pieces per hour. The horizontal press is able<br />

to produce 275 connection units per hour or 1,125 tiles per hour.<br />

In the mass preparation department the equipment is as follows:<br />

- 2 mills for crushing.<br />

- 1 ball mill.<br />

- 1 edge runner mill.<br />

- 1 mixer.<br />

<strong>Keramika</strong> is one of two manufacturers of ceramic pipes in Serbia. Its main<br />

competitor is Shamot, the other domestic producer. Imports are insignificant at<br />

less that 5% of the market. The Company has increased its market share during the<br />

past few years, despite the “dumping” of products into the market by its domestic<br />

competitor.<br />

KM Ceramic Pipe Sales (MT and € Million) 2004 – 2006<br />

Sales of Ceramic Pipes 2004 2005 2006<br />

Units (MT) 11,641 12,228 11,855<br />

Value (€ Million) 2.2 2.5 2.4<br />

The largest export market for <strong>Keramika</strong> is Bosnia Herzegovina. Other important<br />

markets include Slovenia, Kosovo, Montenegro and FYR Macedonia.<br />

<strong>Keramika</strong> has significant reserves of china clays and also of clays suitable for


Market<br />

Clay Mine<br />

Investment opportunity<br />

brick-making. These have been assayed as being of a very high quality and with<br />

reserves in excess of fifty years. Although originally acquired to supply raw<br />

material to the factory, in recent times the Company has been seeking to capitalize<br />

on this opportunity.<br />

Both china and brick clays are sold locally and regionally to ceramic and brick<br />

manufacturers. In 2006, <strong>Keramika</strong> generated some € 0.22 million of additional<br />

income from the sale of some 12,154 tones of clays. The mine occupies an area of<br />

16 hectares and produces around 30,000 MT per year. It is a permanent<br />

concession. The quarry operates for six months each year working 12 hours per<br />

day digging 1,000 cubic meters per day. The yield from the quarry is 20%. In<br />

other words, five tons of earth are moved to provide one ton of clay.<br />

Management has identified some investment requirements in order to scale up the<br />

exploitation of the quarry. No other major investments are thought to be<br />

necessary at this point in time.<br />

The Kosharno mine contributed approximately 2.68% of total income during<br />

2006. The mine produces four different types of kaolin-based clay product, which<br />

is both used by KM in the manufacture of sanitary ceramics and ceramic pipes and<br />

also sold to third parties. All third party sales are domestic.


Financial<br />

Performance<br />

Balance Sheet<br />

Investment opportunity<br />

U 000 RSD<br />

ASSETS<br />

Non current assets<br />

31-Dec-06 31-Dec-05<br />

Intangible assets, net 4,640.0 5,301.0<br />

Property, plant and equipment 770,136.0 899,531.0<br />

Long term financial investments 17,225.0 6,389.0<br />

Investments in capital of other legal entities 6,397.0 2,030.0<br />

Other long term financial investments 10,828.0 4,359.0<br />

Non current assets 792,001.0 911,221.0<br />

Inventories 392,627.0 323,828.0<br />

Non current assets held for sale and assets from<br />

discontinued operations 2,437.0<br />

Trade receivables 78,707.0 77,974.0<br />

Short term financial placements 15,814.0 14,334.0<br />

Cash equivalents and cash 13,230.0 12,023.0<br />

Prepayment and accrued income 9,445.0 5,762.0<br />

Current assets 512,260.0 433,921.0<br />

Total assets 1,304,271.0 1,345,142.0<br />

EQUITY AND LIABILITIES<br />

Share capital-common shares 238,548.0 238,540.0<br />

Share capital-preferred shares 403,133.0 403,133.0<br />

Other capital 5,537.0 5,537.0<br />

Reserves 65.0 65.0<br />

revalorization reserves 220,361.0 332,848.0<br />

retained earnings 1,516.0 1,000.0<br />

Loss -85,880.0 -86,880.0<br />

Equity 783,280.0 894,251.0<br />

Long term liabilities 181,006.0 191,553.0<br />

long term provisions 28,989.0 45,188.0<br />

long term provisions and liabilities 209,995.0 236,741.0<br />

Liabilities from operations 161,985.0 135,168.0<br />

short term financial liabilities 30,857.0 31,979.0<br />

Other current liabilities 117,726.0 46,804.0<br />

deferred tax liabilities 428.0 199.0<br />

Current liabilities 310,996.0 214,150.0<br />

Total equity and liabilities 1,304,271.0 1,345,142.0


Financial<br />

Performance<br />

Sales Process<br />

Contact Information<br />

Income statement<br />

Investment opportunity<br />

01.01.2006 01.01.2005<br />

31.12.2005<br />

U 000 RSD 31.12.2006 .<br />

Operating income 778,388.0 819,208.00<br />

Sales 76,720.0 79,132.0<br />

Increase/(decrease) in value of work in progress and finished goods -7,665.0 -4,966.0<br />

Other operating income 12,812.0 15,752.0<br />

Operating expenses<br />

860,255.0 909,126.0<br />

Cost of goods sold 22,607.0 24,449.0<br />

costs of raw materials 385,076.0 360,925.0<br />

Staff costs 358,770.0 386,510.0<br />

Depreciation 37,124.0 34,755.0<br />

Other operating expenses 86,479.0 89,186.0<br />

890,056.0 895,825.0<br />

Operating profit 13,301.0<br />

operating loss 29,801.0<br />

Financial income 31,835.0 11,871.0<br />

Financial expenses -10,473.0 -18,598.0<br />

Other income 14,269.0 1,542.0<br />

Other expenses -4,573.0 -7,225.0<br />

Profit before tax 1,257.0 891.0<br />

Income tax - -<br />

Profit after tax 1,257.0 891.0<br />

Privatization Agency of the Republic of Serbia is offering for sale 62,828% of the<br />

total capital in the Company. The remaining 37,172% is private capital in the<br />

hands of some 1,700 current and former employees.<br />

If you are interested in this investment opportunity or have any additional<br />

questions, please contact one of the following persons:<br />

Vesna Bogdanovic Milovan Popovic<br />

TAS Manager Partner<br />

BDO BC Excel BDO BC Excel<br />

Knez Mihajlova 10 Knez Mihajlova 10<br />

11000 Belgrade 11000 Belgrade<br />

Serbia Serbia<br />

Tel: +381 (0) 11 3281 288 Tel: +381 (0) 11 3281 288<br />

+381 (0) 11 3281 454 +381 (0) 11 3281 454<br />

Fax:+381 (0) 11 3281 808 Fax:+381 (0) 11 3281 808<br />

E-mail: E-mail:<br />

vesna.bogdanovic@bdo.co.yu milovan.popovic@bdo.co.yu

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