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Titan S.A.

Quarterly Report Mar 28, 2018

4014_10-k_2018-03-28_97a9cf76-f28a-4438-8e0a-1dda731bfb68.pdf

Quarterly Report

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-112 -1,475 -589 -2,067 -6 -13 - -

-117,710 -232,124 -312 -1,567 -73,413 -104,794 13,079 15,252

financial statements according to International Financial Reporting Standards together with the auditor's report, are presented. The figures illustrated below provide summary information about the financial position of Titan Cement S.A. and its subsidiaries. We advise the reader who seeks a complete picture of the financial position to visit the Company's web site, where the full year
Supervising Authority:
Company's web address:
www.titan-cement.com Ministry of Economy, Development and Tourism (Department for Companies and G.E.MI.) CASH FLOW STATEMENT
(Amounts in € thousand)
Board of Directors: Papalexopoulos - Chief Executive Officer. Efstratios-Georgios Arapoglou - Chairman, Nellos Canellopoulos - Vice Chairman, Dimitrios
Michael Colakides, Doros Constantinou
, Hiro Athanassiou
, Takis-Panagiotis Canellopoulos,
GROUP
COMPANY
1/1-31/12/2017 1/1-31/12/2016 1/1-31/12/2017 1/1-31/12/2016
Alexander Macridis, Domna Mirasyesi-Bernitsa, Ioanna Papadopoulou*, Alexandra Papalexopoulou Cash flows from operating activities
Profit before taxes
63,226 63,525 11,881 22,706
Benopoulou, Petros Sabatacakis, Ploutarchos Sakellaris, Efthimios Vidalis, Vassilios Zarkalis.
**Non-executive director
Adjustments for:
Depreciation
112,294 116,293 15,717 14,753
*Independent non-executive directors Impairment of tangible and intangible assets 4,135 10,814 2,150 -
Provisions 14,274 9,939 3,753 2,374
Date of approval of the Financial Statements :
Name of the auditor:
28 March 2018
Konstantinos Michalatos (SOEL R.N. 17701)
Ιncome from participations and investments
Dividend income
-
-162
-1,580
-346
-
-34,377
-107
-29,272
Auditing firm: PricewaterhouseCoopers S.A. Exchange differences 55,907 24,367 1,869 -1,021
Report of the Auditors:
Without qualification
Interest (income)/expense
Other adjustments
63,414
-23,478
64,933
4,992
15,881
1,470
22,017
1,659
Adjusted profit before changes in working capital 289,610 292,937 18,344 33,109
CONDENSED STATEMENT OF FINANCIAL POSITION (Increase)/decrease in inventories
(Increase)/decrease in trade and other receivables
-28,520
-7,037
-5,091
-48,341
-9,192
10,760
13,075
-5,589
(Amounts in € thousand) Decrease/(increase) in operating long-term receivables/payables 1,350 -344 -2 37
ASSETS GROUP
31/12/2017
31/12/2016 COMPANY
31/12/2017
31/12/2016 (Decrease)/increase in trade & other payables (excluding banks)
Cash generated from operations
-14,950
240,453
36,122
275,283
9,349
29,259
1,208
41,840
Tangible assets 1,466,046 1,573,235 252,944 242,777 Income tax paid -14,359 -6,065 -3,422 -326
Investment properties
Intangible assets
12,130
345,971
9,820
375,116
8,937
8,093
9,126
4,458
Net cash flows from operating activities (a)
Cash flows from investing activities
226,094 269,218 25,837 41,514
Other non current assets 177,223 206,863 782,302 865,998 Purchase of tangible assets -119,950 -148,294 -27,924 -20,115
Inventories 258,204 248,924 65,410 57,768 Purchase of intangible assets -2,568 -2,262 -2,930 -1,080
Trade receivables
Other current assets
115,429
66,217
123,466
72,643
37,883
29,966
54,072
21,820
Proceeds from the sale of tangible/intangible and investment properties
Proceeds from dividends
1,467
4,686
1,024
5,266
95
30,458
220
28,579
Cash and cash equivalents 154,247 179,710 29,323 11,218 Acquisition of subsidiaries, net of cash - -11,781 - -
TOTAL ASSETS 2,595,467 2,789,777 1,214,858 1,267,237 Investment in associates and joint ventures
Share capital decrease/(increase) in subsidiaries
-21,106
-
-84,953
-
-
84,133
-
-18,000
Share capital increase in associates and joint ventures
Net (payments)/proceeds from the (acquisition)/sale of available-for
-28,678 -2,234 - -
SHΑREHOLDERS EQUITY AND LIABILITIES
Share Capital 84,632,528 shares of € 3.00 (2016: € 4.00)
253,897 338,530 253,897 338,530 sale financial assets
Interest received
-29
854
2,128
1,059
-
2
2,128
24
Share Premium 22,826 22,826 22,826 22,826 Net cash flows (used in)/from investing activities (b) -165,324 -240,047 83,834 -8,244
Share stock options
Treasury Shares
3,003
-105,384
2,978
-101,453
3,003
-105,384
2,978
-101,453
Net cash flows after investing activities (a)+(b)
Cash flows from financing activities
60,770 29,171 109,671 33,270
Retained earnings and other reserves 1,132,871 1,213,470 569,790 564,388 Proceeds from non-controlling interest's participation in subsidiary's
Total share capital and reserves (a)
Non-controlling interests (b)
1,307,213
62,459
1,476,351
76,465
744,132
-
827,269
-
establishment
Payments from share capital decrease of the Parent Company
807
-84,136
-
-
-
-84,136
-
-
Total Equity (c)=(a)+(b) 1,369,672 1,552,816 744,132 827,269 Payments for shares bought back -4,951 -25,193 -4,951 -25,193
Long-term borrowings 820,382 710,965 379,218 310,678 Proceeds from sale of treasury shares 398 436 398 436
Provisions and other long-term liabilities
Short-term borrowings
108,967
56,825
119,008
129,499
32,227
32
36,311
42,442
Proceeds from government grants
Interest paid
209
-60,183
-
-64,713
208
-22,591
-
-23,774
Other short-term liabilities 239,621 277,489 59,249 50,537 Dividends & reserves paid to shareholders -8,438 -25,243 -8,438 -25,243
Total liabilities (d)
TOTAL SHAREHOLDERS EQUITY AND LIABILITIES (c)+(d)
1,225,795
2,595,467
1,236,961
2,789,777
470,726
1,214,858
439,968
1,267,237
Dividends written-off and paid to the Greek state
Dividends paid to non-controlling interests
-23
-3,868
-24
-5,281
-23
-
-24
-
Proceeds from borrowings 691,159 674,505 122,645 220,601
Payments of borrowings -613,538 -511,820 -94,266 -177,906
CONDENSED INCOME STATEMENT Net cash flows (used in)/from financing activities (c)
Net (decrease)/increase in cash and cash equivalents (a)+(b)+(c)
-82,564
-21,794
42,667
71,838
-91,154
18,517
-31,103
2,167
(Amounts in € thousand) Cash and cash equivalents at beginning of the year 179,710 121,733 11,218 8,626
GROUP
1/1-31/12/2017
1/1-31/12/2016 COMPANY
1/1-31/12/2017
1/1-31/12/2016 Effects of exchange rate changes
Cash and cash equivalents at end of the year
-3,669
154,247
-13,861
179,710
-412
29,323
425
11,218
Revenue 1,505,803 1,509,153 233,805 262,475
Cost of sales
Gross profit before depreciation,amortization and impairment
-1,070,349
435,454
-1,072,139
437,014
-182,851
50,954
-199,836
62,639
NOTES
Other operating (expenses)/income -13,984 -14,679 8,629 10,994
Administrative expenses -125,459 -122,108 -44,526 -43,276 1.
In implementation of decision dated 17th June 2016 of the Annual General Meeting of Shareholders and resolution dated 17th June 2016 of the
Board of Directors, pursuant to article 16 par. 1 of Law 2190/1920, the Company purchased in 2017 222,356 own common shares of a total
Selling and marketing expenses
Profit before interest, taxes, depreciation, amortization and impairment
-22,570
273,441
-21,628
278,599
-253
14,804
-271
30,086
purchase value of €4,563,765 and 24,959 own preference shares of a total purchase value of €386,736. The corresponding nominal value of the
Depreciation, amortization and impairment of tangibles/ intangibles assets -116,429 -127,107 -17,867 -14,753 total own shares purchased in 2017 was €741,945 representing 0.29% of the share capital of the Company. On 31.12.2017 the total number
treasury shares held by the Company was 4,164,719, of a total purchase value of €105,384 thousand, which has been deducted from the
Profit/(loss) before interest and taxes
Gains from participations and investments
157,012
162
151,492
1,926
-3,063
34,377
15,333
29,379
Shareholders Equity of the Company and the Group.
Losses from participations and investments - - -178 -
Finance costs -86,460 -90,385 -19,255 -22,006 2.
The assets of the Company have not been pledged. On the Turkish subsidiary Adocim Marmara Cimento Beton Sanayi ve Ticaret A.S. assets,
there is mortgage of €4.6 million, securing its bank credit facilities.
Share on profit of associates and joint ventures
Profit before taxes
-7,488
63,226
492
63,525
-
11,881
-
22,706
(Less)/Plus: Income tax expense -18,929 63,805 1,510 -5,887 3.
Number of employees at the end of the reporting period: Group 5,432 (2016: 5,482), Company 811 (2016: 842).
Profit after taxes (a) 44,297 127,330 13,391 16,819 4.
Capital expenditure excluding acquisitions and intangible assets for the fiscal year of 2017 amounted to: Group €120.0 mil. (2016: €148.3 mil.),
Attributable to: Parent Company €27.9 mil. (2016: €20.1 mil.).
Equity holders of the parent
Non-controlling interests
42,680
1,617
127,444
-114
13,391
-
16,819
-
5.
Transactions during the fiscal year 2017 and balances as of 31 December 2017 with related parties, as defined in IAS 24, are as follows:
Basic earnings per share (in €) 0.5292 1.5612 0.1660 0.2060 Amounts in € thousand Group Company
Diluted earnings per share (in €) 0.5256 1.5521 0.1649 0.2048 a) Income - 165,046
b) Expenses
c) Receivables
284
11
34,737
27,575
d) Payables 64 396,711
e) Key management compensations 7,034 7,034
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
(Amounts in € thousand)
f) Payables to key management 15 15
GROUP COMPANY 6.
Companies included in the consolidated financial statements of fiscal year 2017 are presented in the note 14 of the Group's annual financial
statements including locations, percentage Group ownership and consolidation method.
Profit after taxes (a) 1/1-31/12/2017
44,297
1/1-31/12/2016
127,330
1/1-31/12/2017
13,391
1/1-31/12/2016
16,819
Other comprehensive (loss)/income: 7.
The unaudited by the tax authorities fiscal years for the Company and the Group's subsidiaries are presented in detail in the note 35 of the annual
Exchange differences on translation of foreign operations
Currency translation differences on transactions designated as part of net investment
-110,229 -200,509 - - financial statements. The provision for other taxes concerns returning governmental subsidy amounting to €2.1 mil. that was found to be
incompatible with European Legal framework according to the Law 4099/2012. Except for the aforementioned case, there are no other material
in foreign operation -8,753 -40,174 - - provisions accounted for the unaudited by the tax authorities fiscal years as well as for litigation issues both for the Group and the Company.
Net losses on available-for-sale financial assets
Revaluation of land and buildings
-577
252
-234
577
-
150
-139
-
8.
The balance of other provisions (short and long term) as of 31.12.2017 amounted to €38.7 mil for the Group (31.12.2016: €29.6 mil.) and €15.2 m.
    1. In January 2018, Titan Global Finance PLC issued Additional Guaranteed notes of nominal value €100 million. This was in connection with the reopening of €250 million issue of November 2017 and raised the total amount of the issue to €350 million due in November 2024.
  • Earnings per share have been calculated on the total weighted average number of common and preference shares, excluding the average number of treasury shares.
    1. The Annual General Meeting of Shareholders of Titan Cement Company S.A., which was held on 12th May 2017, approved the distribution of dividend for the financial year 2016 of a total amount of €8,463,253, corresponding to €0.10 per share (ordinary or preference). The said amount was proportionately increased by the dividend corresponding to the treasury stock held by the Company and thus the dividend/per share amounted to €0.10488. The Company withheld on behalf of the Shareholders 15% tax and, as a result, the net amount received by the Shareholders was €0.08915 per share.
  • The Annual General Meeting of Shareholders of Titan Cement Company S.A., which was held on 12th May 2017, decided the reduction of the share capital of the Company by €84,632,528 with the purpose of capital return to the shareholders, through reduction of the nominal value of each share by €1.0 (from €4.0 to €3.0). Pursuant to article 16 paragraph 8 of L. 2190/1920, the final amount of capital return per share was 1,04884, as it was increased by the amount of capital return corresponding to the treasury shares held by the Company.
  • The Board of Directors will propose to the Annual General Assembly of Shareholders, scheduled to take place on 1 June 2018, the distribution of dividend of a total amount of €4,231,626 i.e. €0.05 per share and, in addition, a return of capital of a total amount of €42,316,264 i.e. €0.50 per share. Pursuant to article 16.8(b) of L. 2190/1920, the final amounts to be distributed per share will be increased by the amount, corresponding to the treasury shares held by the Company.
  • The newly acquired companies Titan Investment EAD and Arresa Marine CO are incorporated in the consolidated financial statements of 31 December 2017 with the full method of consolidation (note 30 of the annual financial statements).

Re-measurement losses on defined benefit plans for the Company (31.12.2016: €10.3 m.).

1,715 9,704 127 639 9. Income tax relating to components of other comprehensive income On 16 November 2017, TITAN GLOBAL FINANCE Plc (a subsidiary of the Company) issued a 7-year bond of a total nominal amount of €250 million with a coupon of 2.375% per annum, guaranteed by the Company.

Chairman of the Board of Directors Chief Executive Officer Finance Director Greece Financial Consolidation Director
EFSTRATIOS -GEORGIOS ATH. ARAPOGLOU DIMITRIOS TH. PAPALEXOPOULOS MICHAEL H. COLAKIDES GRIGORIOS D. DIKAIOS ATHANASIOS S. DANAS
ID No AB309500 I.D.No ΑΚ031353 Passport No K00373844 I.D No ΑΒ291692 I.D.No ΑΝ023225

Athens 28 March 2018

GROUP COMPANY
31/12/2017 31/12/2016 31/12/2017 31/12/2016
Equity balance at beginning of the year (1/1/2017 and 1/1/2016 respectively) 1,552,816 1,705,285 827,269 860,544
Total comprehensive (loss)/income -73,413 -104,794 13,079 15,252 13.
Share capital decrease -84,633 - -84,633 -
Dividends distributed to ordinary and preferred shares -8,463 -25,390 -8,463 -25,390
Dividends distributed to non-controlling interests -3,867 -4,500 - -
Purchase of treasury shares -4,951 -25,193 -4,951 -25,193
Sale - disposal of treasury shares for option plan 398 436 398 436 14.
Non-controlling interest's participation in share capital increase of subsidiary 807 6,695 - -
Share based payment transactions 1,433 1,620 1,433 1,620
Non-controlling interest's put option recognition -2,396 -1,343 - -
Acquisition of non-controlling interest -7,578 - - -
Costs for share capital increase in subsidiaries -481 - - - 15.
Equity balance at year end (31/12/2017 and 31/12/2016 respectively) 1,369,672 1,552,816 744,132 827,269
Total comprehensive (loss)/income attributable to:
Shareholders -70,161 -61,137 13,079 15,252
Non-controlling interests -3,252 -43,657 - - 11.

Other comprehensive loss net of tax (b)

Share of other comprehensive losses of associates and joint ventures

Total comprehensive (loss)/income net of tax (a)+(b)

(Amounts in € thousand) CONDENSED STATEMENT OF CHANGES IN EQUITY

TITAN CEMENT COMPANY S.A.

Company's Number in the General Electronic Commercial Registry: 224301000

(former Company's Number in the Register of Societes Anonymes: 6013/06/Β/86/90)

22A Halkidos Street - 111 43 Athens

DATA AND INFORMATION for the year ended 31 December 2017

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