Quarterly Report • Nov 3, 2016
Quarterly Report
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Interim Condensed Financial Statements for the period 1 January – 30 September 2016 of the Group and Titan Cement Company S.A.
These financial statements have been translated from the original Greek version. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document.
| Pages | |
|---|---|
| 1. Interim Condensed Financial Statements |
3 |
| 2. Notes to the Interim Condensed Financial Statements |
11 |
The Interim Condensed Financial Statements presented through pages 3 to 31 both for the Group and the Parent Company, have been approved by the Board of Directors on 2nd of November 2016.
Chairman of the Board of Directors
EFSTRATIOS -GEORGIOS ATH. ARAPOGLOU ID No AB309500
DIMITRIOS TH. PAPALEXOPOULOS
Chief Executive Officer
ID No ΑΚ031353
Chief Financial Officer
Financial Consolidation Senior Manager Finance Director Greece
MICHAEL H. COLAKIDES Passport No K00215552
ID No ΑΒ291692 GRIGORIOS D. DIKAIOS ATHANASIOS S. DANAS
ID No ΑΒ006812
| (all amounts in Euro thousands) | Group | Company | |||
|---|---|---|---|---|---|
| For the nine months ended 30/9 | For the nine months ended 30/9 | ||||
| Note | 2016 | 2015 | 2016 | 2015 | |
| Sales of goods | 5 | 1.124.225 | 1.029.533 | 194.256 | 204.829 |
| Cost of sales | -805.318 | -768.845 | -147.334 | -153.372 | |
| Gross profit before depreciation and amortization | 318.907 | 260.688 | 46.922 | 51.457 | |
| Other income | 6.439 | 14.670 | 11.005 | 10.850 | |
| Administrative expenses | -91.219 | -81.390 | -29.764 | -25.661 | |
| Selling and marketing expenses | -16.614 | -15.732 | -187 | -88 | |
| Other expenses | -12.517 | -13.056 | -2.304 | -5.098 | |
| Profit before interest, taxes, depreciation and | |||||
| amortization (EBITDA) | 204.996 | 165.180 | 25.672 | 31.460 | |
| Depreciation and amortization related to cost of sales | 8,9 | -81.238 | -80.018 | -9.817 | -9.184 |
| Depreciation and amortization related to | |||||
| administrative and selling expenses | 8,9 | -5.200 | -4.521 | -850 | -969 |
| Impairment of tangible and intangible assets related to | |||||
| cost of sales | 8,9 | -3.029 | -149 | - | - |
| Profit before interest and taxes | 115.529 | 80.492 | 15.005 | 21.307 | |
| (Expenses)/income from participations and investments | - | -2.805 | 20.625 | - | |
| Finance income | 2.702 | 1.611 | 180 | 48 | |
| Finance costs | -53.126 | -49.416 | -17.601 | -17.872 | |
| (Losses)/gains from foreign exchange differences | 26 | -30.026 | 8.551 | -1.584 | 582 |
| Share of profit of associates and joint ventures | 10 | 4.820 | 3.780 | - | - |
| Profit before taxes | 39.899 | 42.213 | 16.625 | 4.065 | |
| Income tax | 7 | 82.292 | -4.558 | -208 | -3.677 |
| Profit for the period | 122.191 | 37.655 | 16.417 | 388 | |
| Attributable to: | |||||
| Equity holders of the parent | 121.931 | 36.181 | |||
| Non-controlling interests | 260 | 1.474 | |||
| 122.191 | 37.655 | ||||
| Basic earnings per share (in €) | 18 | 1,4906 | 0,4424 | ||
| Diluted earnings per share (in €) | 18 | 1,4807 | 0,4396 |
| (all amounts in Euro thousands) | Group | Company | |||||
|---|---|---|---|---|---|---|---|
| For the nine months ended 30/9 | For the nine months ended 30/9 | ||||||
| Note | 2016 | 2015 | 2016 | 2015 | |||
| Profit for the period | 122.191 | 37.655 | 16.417 | 388 | |||
| Other comprehensive (loss)/income: | |||||||
| Other comprehensive (loss)/income to be reclassified to profit or loss in subsequent periods: |
|||||||
| Exchange differences on translation of foreign | |||||||
| operations | 17 | -73.683 | 14.987 | - | - | ||
| Net losses on available-for-sale financial assets | -570 | -75 | -460 | - | |||
| Reclassification to income statement | 321 | 1.468 | 321 | - | |||
| Income tax effect | 7 | 40 | - | 40 | - | ||
| -209 | 1.393 | -99 | - | ||||
| Cash flow hedges | - | -221 | - | - | |||
| Income tax effect | 7 | - | 86 | - | - | ||
| - | -135 | - | - | ||||
| Net other comprehensive (loss)/income to be reclassified to profit or loss in subsequent periods: |
-73.892 | 16.245 | -99 | - | |||
| Items not to be reclassified to profit or loss in subsequent periods: Re-measurement losses on defined benefit plans |
- | -5 | - | - | |||
| Income tax effect | 7 | - | 2 | - | - | ||
| - | -3 | - | - | ||||
| Net other comprehensive loss not being reclassified | |||||||
| to profit or loss in subsequent periods: | - | -3 | - | - | |||
| Other comprehensive (loss)/income for the period, | |||||||
| net of tax | -73.892 | 16.242 | -99 | - | |||
| Total comprehensive income/(loss) for the period | |||||||
| net of tax | 48.299 | 53.897 | 16.318 | 388 | |||
| Attributable to: | |||||||
| Equity holders of the parent | 58.351 | 53.378 | |||||
| Non-controlling interests | -10.052 | 519 | |||||
| 48.299 | 53.897 |
| (all amounts in Euro thousands) | Group | Company | |||
|---|---|---|---|---|---|
| For the three months ended 30/9 |
For the three months ended 30/9 |
||||
| Note | 2016 | 2015 | 2016 | 2015 | |
| Sales of goods | 400.417 | 356.749 | 63.296 | 59.688 | |
| Cost of sales | -274.504 | -262.205 | -47.331 | -45.689 | |
| Gross profit before depreciation and amortization | 125.913 | 94.544 | 15.965 | 13.999 | |
| Other income | 1.412 | 5.156 | 3.236 | 8.445 | |
| Administrative expenses | -30.794 | -27.426 | -10.634 | -8.846 | |
| Selling and marketing expenses | -5.759 | -5.423 | -76 | -28 | |
| Other expenses | -5.255 | -6.981 | -1.478 | -3.804 | |
| Profit before interest, taxes, depreciation and | |||||
| amortization (EBITDA) | 85.517 | 59.870 | 7.013 | 9.766 | |
| Depreciation and amortization related to cost of sales | -27.254 | -26.606 | -3.400 | -3.000 | |
| Depreciation and amortization related to administrative and selling expenses |
-1.711 | -1.407 | -283 | -320 | |
| Reversal of impairment of tangible and intangible | |||||
| assets related to cost of sales | - | 13 | - | - | |
| Profit before interest and taxes | 56.552 | 31.870 | 3.330 | 6.446 | |
| Expenses from participations and investments | - | -1.337 | - | - | |
| Finance income | 1.000 | 219 | 23 | 2 | |
| Finance costs | -16.685 | -16.778 | -4.807 | -5.488 | |
| Losses from foreign exchange differences Share of profit of associates and joint ventures |
-10.576 2.233 |
-4.215 1.535 |
-648 - |
-331 - |
|
| Profit/(loss) before taxes | 32.524 | 11.294 | -2.102 | 629 | |
| Income tax | 80.748 | 1.691 | -541 | -1.866 | |
| Profit/(losses) for the period | 113.272 | 12.985 | -2.643 | -1.237 | |
| Attributable to: | |||||
| Equity holders of the parent | 112.725 | 11.978 | |||
| Non-controlling interests | 547 | 1.007 | |||
| 113.272 | 12.985 | ||||
| Basic earnings per share (in €) | 18 | 1,3782 | 0,1463 |
The accompanying notes on pages 11 to 31 are an integral part of these financial statements
Diluted earnings per share (in €) 18 1,3691 0,1456
| (all amounts in Euro thousands) | Group | Company | ||||
|---|---|---|---|---|---|---|
| For the three months ended 30/9 |
For the three months ended 30/9 |
|||||
| 2016 | 2015 | 2016 | 2015 | |||
| Profit/(loss) for the period | 113.272 | 12.985 | -2.643 | -1.237 | ||
| Other comprehensive loss: | ||||||
| Other comprehensive loss to be reclassified to profit or loss in subsequent periods: |
||||||
| Exchange differences on translation of foreign | ||||||
| operations | -8.379 | -21.703 | - | - | ||
| Net losses on available-for-sale financial assets | -110 | -72 | - | - | ||
| -110 | -72 | - | - | |||
| Cash flow hedges | - | -221 | - | - | ||
| Income tax effect | - | 86 | - | - | ||
| - | -135 | - | - | |||
| Net other comprehensive loss to be reclassified to | ||||||
| profit or loss in subsequent periods: | -8.489 | -21.910 | - | - | ||
| Total comprehensive income/(loss) for the period | ||||||
| net of tax | 104.783 | -8.925 | -2.643 | -1.237 |
| Attributable to: | ||
|---|---|---|
| Equity holders of the parent | 104.834 | -7.855 |
| Non-controlling interests | -51 | -1.070 |
| 104.783 | -8.925 |
| (all amounts in Euro thousands) | Group | Company | |||
|---|---|---|---|---|---|
| Assets | Note | 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 |
| Property, plant & equipment | 8 | 1.731.337 | 1.806.179 | 238.675 | 237.883 |
| Investment properties | 14 | 9.552 | 9.548 | 9.461 | 9.461 |
| Intangible assets and goodwill | 9 | 428.404 | 455.883 | 3.192 | 3.153 |
| Investments in subsidiaries | 11 | - | - | 862.582 | 844.762 |
| Investments in associates & joint ventures | 10,11 | 171.536 | 82.508 | - | - |
| Derivative financial instruments | 14 | 1.361 | - | - | - |
| Available-for-sale financial assets | 14 | 1.100 | 1.209 | 172 | 172 |
| Other non-current assets | 14,15 | 13.763 | 14.830 | 2.880 | 3.063 |
| Deferred tax asset | 7 | 31.018 | 806 | - | - |
| Non-current assets | 2.388.071 | 2.370.963 | 1.116.962 | 1.098.494 | |
| Inventories | 23 | 269.556 | 286.793 | 63.054 | 70.682 |
| Trade receivables | 129.068 | 101.955 | 51.325 | 45.056 | |
| Other receivables and prepayments | 87.278 | 65.193 | 21.722 | 23.331 | |
| Available-for-sale financial assets | 14 | - | 2.110 | - | 2.109 |
| Cash and cash equivalents | 164.241 | 121.733 | 10.274 | 8.626 | |
| Current assets | 650.143 | 577.784 | 146.375 | 149.804 | |
| Total Assets | 3.038.214 | 2.948.747 | 1.263.337 | 1.248.298 | |
| Equity and Liabilities | |||||
| Share Capital (84,632,528 shares of €4.00) | 16 | 338.530 | 338.530 | 338.530 | 338.530 |
| Share premium | 16 | 22.826 | 22.826 | 22.826 | 22.826 |
| Share options | 16 | 2.761 | 1.807 | 2.761 | 1.807 |
| Treasury shares | 16 | -87.771 | -79.077 | -87.771 | -79.077 |
| Other Reserves | 17 | 982.682 | 1.017.304 | 554.606 | 519.750 |
| Retained earnings | 349.585 | 285.504 | 11.442 | 56.708 | |
| Equity attributable to equity holders of the parent | 1.608.613 | 1.586.894 | 842.394 | 860.544 | |
| Non-controlling interests | 110.851 | 118.391 | - | - | |
| Total equity (a) | 1.719.464 | 1.705.285 | 842.394 | 860.544 | |
| Long-term borrowings | 14,25 | 724.732 | 716.766 | 307.757 | 300.712 |
| Derivative financial instruments | 14 | - | 924 | - | - |
| Deferred tax liability | 7 | 92.982 | 163.786 | 7.686 | 7.518 |
| Retirement benefit obligations | 29.412 | 31.018 | 13.270 | 13.087 | |
| Provisions | 13 | 23.895 | 21.481 | 3.769 | 2.221 |
| Other non-current liabilities | 14 | 7.123 | 6.572 | 3.829 | 4.005 |
| Non-current liabilities | 878.144 | 940.547 | 336.311 | 327.543 | |
| Short-term borrowings | 14,25 | 152.236 | 26.313 | 42.315 | 9.324 |
| Trade and other payables | 24 | 272.263 | 265.308 | 38.234 | 45.204 |
| Derivative financial instruments | 14 | 392 | - | - | - |
| Current income tax payable | 4.504 | 4.959 | - | - | |
| Provisions | 13 | 11.211 | 6.335 | 4.083 | 5.683 |
| Current liabilities | 440.606 | 302.915 | 84.632 | 60.211 | |
| Total liabilities (b) | 1.318.750 | 1.243.462 | 420.943 | 387.754 | |
| Total Equity and Liabilities (a+b) | 3.038.214 | 2.948.747 | 1.263.337 | 1.248.298 |
| Attributable to equity holders of the parent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Group | Ordinary shares |
Share premium | Preferred ordinary shares |
Share options | Ordinary treasury shares |
Preferred treasury shares |
Other reserves (note 17) |
Retained earnings |
Total | Non controlling interests |
Total equity |
| Balance at 1 January 2015 | 308.254 | 22.826 | 30.276 | 1.620 | -83.516 | -117 | 939.525 | 288.137 | 1.507.005 | 120.590 | 1.627.595 |
| Profit for the period | - | - | - | - | - | - | - | 36.181 | 36.181 | 1.474 | 37.655 |
| Other comprehensive income | - | - | - | - | - | - | 17.197 | - | 17.197 | -955 | 16.242 |
| Total comprehensive income for the period | - | - | - | - | - | - | 17.197 | 36.181 | 53.378 | 519 | 53.897 |
| Dividends distributed to ordinary and preferred shares (note 19) | - | - | - | - | - | - | - | -12.695 | -12.695 | - | -12.695 |
| Special reserve distributed to shareholders (note 17, 19) | - | - | - | - | - | - | -12.695 | - | -12.695 | - | -12.695 |
| Dividends distributed to non-controlling interests | - | - | - | - | - | - | - | - | - | -1.241 | -1.241 |
| Sale - disposal of treasury shares for option plan (note 16) | - | - | - | - | 4.203 | - | - | -3.615 | 588 | - | 588 |
| Deferred tax adjustment due to change in income tax rates (note 7) | - | - | - | - | - | - | 20.401 | -2.673 | 17.728 | 3.840 | 21.568 |
| Acquisition of non-controlling interests (note 22) | - | - | - | - | - | - | 4.422 | -3.643 | 779 | 551 | 1.330 |
| Non-controlling interest's put option recognition (note 22) | - | - | - | - | - | - | 1.525 | - | 1.525 | -465 | 1.060 |
| Share based payment transactions | - | - | - | 761 | - | - | - | - | 761 | - | 761 |
| Transfer among reserves | - | - | - | -659 | - | - | 23.796 | -23.137 | - | - | - |
| Balance at 30 September 2015 | 308.254 | 22.826 | 30.276 | 1.722 | -79.313 | -117 | 994.171 | 278.555 | 1.556.374 | 123.794 | 1.680.168 |
| Balance at 1 January 2016 | 308.254 | 22.826 | 30.276 | 1.807 | -78.960 | -117 | 1.017.304 | 285.504 | 1.586.894 | 118.391 | 1.705.285 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Profit for the period | - | - | - | - | - | - | - | 121.931 | 121.931 | 260 | 122.191 |
| Other comprehensive loss | - | - | - | - | - | - | -63.580 | - | -63.580 | -10.312 | -73.892 |
| Total comprehensive (loss)/income for the period | - | - | - | - | - | - | -63.580 | 121.931 | 58.351 | -10.052 | 48.299 |
| Dividends distributed to ordinary and preferred shares (note 19) | - | - | - | - | - | - | - | -25.390 | -25.390 | - | -25.390 |
| Dividends distributed to non-controlling interests | - | - | - | - | - | - | - | - | - | -3.856 | -3.856 |
| Treasury shares purchased (note 16) | - | - | - | - | -10.033 | -467 | - | - | -10.500 | - | -10.500 |
| Sale - disposal of treasury shares for option plan (note 16) | - | - | - | - | 1.806 | - | - | -1.540 | 266 | - | 266 |
| Non-controlling interest's participation in share capital increase | - | - | - | - | - | - | - | - | - | 6.189 | 6.189 |
| Non-controlling interest's put option recognition (note 22) | - | - | - | - | - | - | -2.164 | - | -2.164 | 179 | -1.985 |
| Share based payment transactions | - | - | - | 1.156 | - | - | - | - | 1.156 | - | 1.156 |
| Transfer among reserves | - | - | - | -202 | - | - | 31.122 | -30.920 | - | - | - |
| Balance at 30 September 2016 | 308.254 | 22.826 | 30.276 | 2.761 | -87.187 | -584 | 982.682 | 349.585 | 1.608.613 | 110.851 | 1.719.464 |
(all amounts in Euro thousands)
| Company | Ordinary shares |
Share premium | Preferred ordinary shares |
Share options | Ordinary treasury shares |
Preferred treasury shares |
Other reserves (note 17) |
Retained earnings |
Total equity |
|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2015 | 308.254 | 22.826 | 30.276 | 1.620 | -83.516 | -117 | 496.236 | 47.722 | 823.301 |
| Profit for the period | - | - | - | - | - | - | 388 | 388 | |
| Other comprehensive income | - | - | - | - | - | - | - | - | - |
| Total comprehensive income for the period | - | - | - | - | - | - | - | 388 | 388 |
| Dividends distributed to ordinary and preferred shares (note 19) | - | - | - | - | - | - | - | -12.695 | -12.695 |
| Special reserve distributed to shareholders (note 17, 19) | - | - | - | - | - | - | -12.695 | - | -12.695 |
| Sale - disposal of treasury shares for option plan (note 16) | - | - | - | - | 4.203 | - | - | -3.615 | 588 |
| Deferred tax adjustment due to change in income tax rates (note 7) | - | - | - | - | - | - | -392 | - | -392 |
| Share based payment transactions | - | - | - | 761 | - | - | - | - | 761 |
| Transfer between reserves | - | - | - | -659 | - | - | 35.687 | -35.028 | - |
| Balance at 30 September 2015 | 308.254 | 22.826 | 30.276 | 1.722 | -79.313 | -117 | 518.836 | -3.228 | 799.256 |
| Balance at 1 January 2016 | 308.254 | 22.826 | 30.276 | 1.807 | -78.960 | -117 | 519.750 | 56.708 | 860.544 |
| Profit for the period | - | - | - | - | - | - | - | 16.417 | 16.417 |
| Other comprehensive loss | - | - | - | - | - | - | -99 | -99 | |
| Total comprehensive (loss)/income for the period | - | - | - | - | - | - | -99 | 16.417 | 16.318 |
| Dividends distributed to ordinary and preferred shares (note 19) | - | - | - | - | - | - | - | -25.390 | -25.390 |
| Treasury shares purchased (note 16) | - | - | - | - | -10.033 | -467 | - | - | -10.500 |
| Sale - disposal of treasury shares for option plan (note 16) | - | - | - | - | 1.806 | - | - | -1.540 | 266 |
| Share based payment transactions | - | - | - | 1.156 | - | - | - | - | 1.156 |
| Transfer among reserves | - | - | - | -202 | - | - | 34.955 | -34.753 | - |
| Balance at 30 September 2016 | 308.254 | 22.826 | 30.276 | 2.761 | -87.187 | -584 | 554.606 | 11.442 | 842.394 |
(all amounts in Euro thousands)
| (all amounts in Euro thousands) | Group | Company | |||
|---|---|---|---|---|---|
| For the nine months ended 30/9 | For the nine months ended 30/9 | ||||
| Note | 2016 | 2015 | 2016 | 2015 | |
| Cash flows from operating activities | |||||
| Profit before taxes | 39.899 | 42.213 | 16.625 | 4.065 | |
| Adjustments for: | |||||
| Depreciation/amortization & impairment of tangible and intangible | |||||
| assets | 8,9 | 89.155 | 84.688 | 10.667 | 10.153 |
| Provisions | 2.483 | 6.638 | -607 | 4.784 | |
| Exchange differences | 30.026 | -8.551 | 271 | -582 | |
| Expenses/(income) from participations & investments | - | 2.805 | -20.625 | - | |
| Interest expense/(income) | 49.856 | 47.042 | 17.364 | 17.445 | |
| Other adjustments | -741 | -1.301 | 796 | 545 | |
| Adjusted profit before changes in working capital | 210.678 | 173.534 | 24.491 | 36.410 | |
| Decrease/(increase) in inventories | 4.012 | -7.553 | 7.789 | 551 | |
| Increase trade and other receivables | -48.884 | -30.843 | -3.838 | -14.347 | |
| Increase/(decrease) in operating long-term payables/receivables | 2.770 | -2.248 | - | -93 | |
| Increase/(decrease) in trade and other payables (excluding banks) | 8.261 | 1.229 | -4.682 | -11.152 | |
| Cash generated from operations | 176.837 | 134.119 | 23.760 | 11.369 | |
| Income tax paid | -4.642 | -15.424 | -336 | -431 | |
| Net cash flows from operating activities | 172.195 | 118.695 | 23.424 | 10.938 | |
| Cash flows from investing activities | |||||
| Acquisition of subsidiary, associate and joint venture | -93.783 | - | - | - | |
| Share capital increase in subsidiaries, joint ventures and associates | -400 | - | -18.000 | -300 | |
| Purchase of tangible assets and investment properties | 8 | -95.409 | -126.750 | -11.487 | -10.229 |
| Purchase of intangible assets | 9 | -1.181 | -940 | -283 | -453 |
| Proceeds from sale of tangible and intangible assets | 8,9 | 1.197 | 690 | 140 | 301 |
| Proceeds from dividends | 4.438 | 1.593 | 20.725 | - | |
| Proceeds from sale of available-for-sale financial assets | 2.126 | - | 2.126 | - | |
| Interest received | 574 | 689 | 23 | 48 | |
| Net cash flows used in investing activities | -182.438 | -124.718 | -6.756 | -10.633 | |
| Cash flows from financing activities | |||||
| Interest paid | -52.707 | -48.524 | -20.591 | -20.094 | |
| (Purchase)/sale of treasury shares | -9.791 | 588 | -9.791 | 588 | |
| Dividends & reserves paid to shareholders | -25.255 | -25.352 | -25.255 | -25.352 | |
| Dividends written-off and paid to the Greek State | -24 | - | -24 | - | |
| Dividends paid to non-controlling interests | -5.267 | -1.276 | - | - | |
| Acquisition of non-controlling interests | - | -10.591 | - | - | |
| Proceeds from borrowings | 549.687 | 318.661 | 210.504 | 84.112 | |
| Repayment of borrowings | -400.123 | -203.436 | -169.955 | -40.363 | |
| Net cash flows from/(used in) financing activities | 56.520 | 30.070 | -15.112 | -1.109 | |
| Net increase/(decrease) in cash and cash equivalents | 46.277 | 24.047 | 1.556 | -804 | |
| Cash and cash equivalents at start of period | 121.733 | 142.946 | 8.626 | 16.971 | |
| Effects of exchange rate changes | -3.769 | 1.157 | 92 | 193 | |
| Cash and cash equivalents at end of period | 164.241 | 168.150 | 10.274 | 16.360 |
| Page | |
|---|---|
| 1. General information | 12 |
| 2. Basis of preparation and summary of significant accounting policies | 12 |
| 3. Estimates | 13 |
| 4. Seasonality of operations | 14 |
| 5. Segment information | 15 |
| 6. Number of employees | 15 |
| 7. Income tax | 16 |
| 8. Property, plant and equipment | 16 |
| 9. Intangible assets | 17 |
| 10. Interest in associates and joint ventures | 17 |
| 11. Group composition | 18 |
| 12. Fiscal years unaudited | 21 |
| 13. Provisions | 21 |
| 14. Fair value measurement | 22 |
| 15. Other non-current assets | 23 |
| 16. Share capital and premium | 24 |
| 17. Other reserves | 25 |
| 18. Earnings per share | 26 |
| 19. Dividends | 26 |
| 20. Related party transactions | 26 |
| 21. Business combinations | 28 |
| 22. Contingencies and commitments | 29 |
| 23. Inventories | 30 |
| 24. Trade and other payables | 30 |
| 25. Borrowings | 30 |
| 26. Foreign exchange differences | 31 |
| 27. Reclassifications | 31 |
| 28. Events after the reporting period | 31 |
| 29. Principal exchange rates | 31 |
Titan Cement Co. S.A. (the Company) and, its subsidiaries (collectively the Group) are engaged in the production, trade and distribution of a wide range of construction materials, including cement, concrete, aggregates, cement blocks, dry mortars and fly ash. The Group operates primarily in Greece, the Balkans, Egypt, Turkey, the USA and Brazil.
Information on the Group's structure is provided in note 11. Information on other related party relationships of the Group and the Company is provided in note 20.
The Company is a limited liability company incorporated and domiciled in Greece at 22A Halkidos Street - 111 43 Athens with the registration number in the General Electronic Commercial Registry: 224301000 (formerly the Register of Sociétés Anonymes Number: 6013/06/Β/86/90) and is listed on the Athens Stock Exchange.
These interim condensed financial statements (the financial statements) were approved for issue by the Board of Directors on 2 November 2016.
These financial statements for the nine-month period ended 30 September 2016 have been prepared by management in accordance with International Accounting Standard (IAS) 34 "Interim Financial Reporting".
The financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2015.
However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual group financial statements.
The accounting policies adopted in the preparation of the interim condensed financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2015, except for:
(a) A new paragraph in the foreign currency translation:
"Exchange differences arising from intragroup long term loans and receivables that are designated as part of a reporting entity's net investment in a foreign operation shall be recognised in profit or loss in the separate financial statements of the reporting entity, or, of the individual financial statements of the foreign operation, as appropriate. In the consolidated financial statements such exchange differences shall be recognized in other comprehensive income and included in "currency translation differences reserve on transactions designated as part of net investment in foreign operation" in other reserves. Where settlement of these intragroup long term loans and receivables is planned or is likely to occur in the foreseeable future, then these transactions cease to form part of the net investment in the foreign operation. The exchange differences arising up to that date are recognized in other comprehensive income and after that date, they are recognized in profit or loss. On disposal of the net investment in a foreign operation, the accumulated in other reserves exchange differences are reclassified from equity to profit or loss".
(b) New or revised standards, amendments and/or interpretations that are mandatory for the periods beginning on or after 1 January 2016.
Standards and Interpretations effective for the current financial year that have no significant impact on the financial statements of the Group and the Company
IAS 19R (Amendment) "Employee Benefits"
IFRS 11 (Amendment) "Joint Arrangements"
IAS 16 and IAS 38 (Amendments) "Clarification of Acceptable Methods of Depreciation and Amortisation
IAS 27 (Amendment) "Separate financial statements"
IAS 1 (Amendments) "Disclosure initiative"
IFRS 10, IFRS 12 and IAS 28 (Amendments) "Investment entities: Applying the consolidation exception"
Annual Improvements to IFRSs 2012
Annual Improvements to IFRSs 2014
New Standards and Interpretations issued but not yet effective and not early adopted by the Group and the Company
IFRS 9 "Financial Instruments" and subsequent amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after 1 January 2018)
IFRS 15 "Revenue from Contracts with Customers" (effective for annual periods beginning on or after 1 January 2018)
IFRS 16 "Leases" (effective for annual periods beginning on or after 1 January 2019)
IAS 12 (Amendments) "Recognition of Deferred Tax Assets for Unrealized Losses" (effective for annual periods beginning on or after 1 January 2017)
IAS 7 (Amendments) "Disclosure initiative" (effective for annual periods beginning on or after 1 January 2017)
changes in liabilities arising from financing activities. The amendments have not yet been endorsed by the EU.
IFRS 2 (Amendments) "Classification and measurement of Shared-based Payment transactions" (effective for annual periods beginning on or after 1 January 2018)
IFRS 4 (Amendments) "Applying IFRS 9 Financial instruments with IFRS 4 Insurance contracts" (effective for annual periods beginning on or after 1 January 2018)
The preparation of the interim condensed financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
In preparing these interim condensed financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements for the year ended 31 December 2015, except for the following:
On 30.9.2016, the Group subsidiary Titan Egyptian Investment Ltd (TEIL) decided to renew the loan of €76.9 mil. that had entered into with its subsidiary in Egypt, Alexandria Portland Cement Co. S.A.E. (APCC), during 2010. According to its accounting policy, the Group recognizes in its consolidated financial statements, as of that date, the aforementioned intergroup loan as part of the net investment in the foreign Egyptian operation.
In Egypt, in the last few months, there is increasing scarcity of foreign currency and several transactions cannot be executed through the foreign currency mechanisms of commercial banks. Transactions that are routed through other local intermediaries are executed at a cost which is significantly higher than that implied by the official foreign exchange rates. Given this prevailing discrepancy, combined with the fact that there exist outstanding balances in foreign currency between the Egyptian subsidiaries and other Group affiliates, the Group management considered it prudent to provide for this increased cost (note 13).
The Group is a supplier of cement, concrete, aggregates and other building materials. The demand for these products is seasonal in temperate countries such as in Europe and North America. Therefore, the Group generally records lower revenues and operating profits during the first and fourth quarters when adverse weather conditions are present in the northern hemisphere. In contrast, sales and profitability tend to be higher during the second and third quarters, as favorable weather conditions support construction activity.
For management information purposes, the Group is structured in four operating (geographic) segments: Greece and Western Europe, North America, Southeastern Europe and Eastern Mediterranean. Each operating segment is a set of countries. The aggregation of countries is based on geographic position.
Each region has a regional Chief Executive Officer (CEO) who reports to the Group's CEO. In addition, the Group's finance department is organized by geographic region for effective financial control and performance monitoring.
Management monitors the operating results of its business units separately for the purpose of making decisions, allocating resources and assessing performance. Segment performance is evaluated based on Earnings before Interest, Taxes, Depreciations & Amortization (EBITDA).
| (all amounts in Euro thousands) | Europe | Greece and Western | North America | Southeastern Europe | Eastern Mediterranean | Total | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Period from 1/1-30/9 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 |
| Gross revenue | 243.099 | 241.290 | 584.376 | 496.687 | 156.803 | 160.950 | 187.651 | 178.918 | 1.171.929 | 1.077.845 |
| Inter-segment revenue | -47.538 | -42.732 | -166 | -166 | - | -5.414 | - | - | -47.704 | -48.312 |
| Revenue from external customers | 195.561 | 198.558 | 584.210 | 496.521 | 156.803 | 155.536 | 187.651 | 178.918 | 1.124.225 | 1.029.533 |
| Profit before interest, taxes, depreciation, amortization and impairment |
28.025 | 31.447 | 98.031 | 71.115 | 46.103 | 46.574 | 32.837 | 16.044 | 204.996 | 165.180 |
| Depreciation, amortization and impairment of tangible and intangible assets |
-17.321 | -13.918 | -40.948 | -38.947 | -16.846 | -16.381 | -14.352 | -15.442 | -89.467 | -84.688 |
| Profit before interest and taxes | 10.704 | 17.529 | 57.083 | 32.168 | 29.257 | 30.192 | 18.485 | 603 | 115.529 | 80.492 |
| (all amounts in Euro thousands) | Europe | Greece and Western | North America | Southeastern Europe Eastern Mediterranean |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 | |
| Total assets | 655.483 | 557.870 | 1.085.258 | 1.006.276 | 484.909 | 495.351 | 812.564 | 889.250 | 3.038.214 | 2.948.747 |
| Total liabilities | 284.900 | 185.582 | 507.677 | 526.260 | 143.302 | 148.233 | 382.871 | 383.387 | 1.318.750 | 1.243.462 |
Finance income and costs, and fair value gains and losses on financial assets are not allocated to individual segments as the underlying instruments are managed on a Group basis.
| (all amounts in Euro thousands) | Group | ||
|---|---|---|---|
| For the nine months ended 30/9 |
|||
| 2016 | 2015 | ||
| Profit before interest and taxes | 115.529 | 80.492 | |
| Expenses from participations and investments | - | -2.805 | |
| Finance income | 2.702 | 1.611 | |
| Finance costs | -53.126 | -49.416 | |
| (Losses)/gains from foreign exchange differences | -30.026 | 8.551 | |
| Share of profit of associates and joint ventures | 4.820 | 3.780 | |
| Profit before taxes | 39.899 | 42.213 |
Number of employees as at the end of the reporting period: Group 5,273 (30.9.2015: 5,323), Company 843 (30.9.2015: 825).
Group Company
The Group and the Company calculate the period income tax using the tax rate that would be applicable to the expected total annual earnings. The major components of income tax in the interim consolidated income statement and the interim statement of comprehensive income are:
| Group | Company | ||||
|---|---|---|---|---|---|
| For the nine months ended 30/9 | For the nine months ended 30/9 | ||||
| (all amounts in Euro thousands) | 2016 | 2015 | 2016 | 2015 | |
| Current income tax expense | -5.404 | -9.525 | - | -112 | |
| Deferred tax | 87.696 | 4.967 | -208 | -3.565 | |
| Income tax recognised in interim income statement | 82.292 | -4.558 | -208 | -3.677 | |
| Income tax recognised in other comprehensive income | 40 | 88 | 40 | - | |
| Total income taxes | 82.332 | -4.470 | -168 | -3.677 | |
The movement of the net deferred tax liabilities is analyzed as follows:
Tax (income)/expense during the period recognised in the income statement -87.696 -4.967 208 3.565 Tax income during the period recognised in the other comprehensive income -40 -88 -40 - Additions due to acquisitions (note 21) 1.605 - - -
Deferred tax adjustment recognised in the statement of changes in equity * - -21.568 - 392
Exchange differences -14.885 2.786 - -
Deferred income taxes are calculated in full on temporary differences under the liability method using the principal tax rates that apply to the countries in which the companies of the Group operate.
On 30 September 2016, the net ending balance of deferred liabilities is €62.0 mil. and it consists mainly of: a) €244.2 mil. deferred tax liabilities mainly from property, plant & equipment and intangible assets and b) €151.7 mil. deferred tax assets from tax loss carried forward, €13.3 interest expense tax carried forward, €9.8 mil. from provisions and accrual expenses, €4.2 mil. from receivables and prepayments and €7.0 mil. from post-employment and termination benefits.
The Group subsidiary in USA,Titan America LLC (TALLC), recorded a deferred income tax benefit and related deferred tax asset of approximately €79.4 mil. in its 3rd quarter 2016 financial statements. The majority of this benefit was associated with the recognition of a deferred tax asset for previously unrecognized net operating losses carry-forward generated in periods prior to 2016. Following consistent year on year profitability improvements in H1.2016 and in Q3.2016 and a favourable outlook for Q4.2016 and for 2017-2019, management concluded that profitability trends and projections for TALLC provide sufficient and objectively verifiable evidence to conclude that future profitability overcomes the weight of negative evidence generated by successive loss years prior to 2016.
(*) During the third quarter of 2015, the tax rate of the Parent Company increased from 26% to 29%. On the contrary, the tax rate of the Group subsidiaries in Egypt decreased from 30% to 22%.
| Group | Company | |||
|---|---|---|---|---|
| (all amounts in Euro thousands) | 2016 | 2015 | 2016 | 2015 |
| Opening balance 1/1 | 1.806.179 | 1.677.282 | 237.883 | 236.468 |
| Additions due to acquisitions (note 21) | 13.380 | - | - | - |
| Additions/capitalizations | 95.409 | 126.750 | 11.487 | 10.229 |
| Disposals (net book value) | -4.007 | -2.166 | -26 | -25 |
| Depreciation charge | -81.380 | -78.014 | -10.669 | -10.088 |
| Ιmpairments | -1.349 | -149 | - | - |
| Reclassification of assets to intangible assets (note 9) | -22 | -821 | - | -821 |
| Exchange differences | -97.066 | 37.573 | - | - |
| Other | 193 | 1.127 | - | - |
| Ending balance 30/9 | 1.731.337 - |
1.761.582 - |
238.675 - |
235.763 - |
There are no pledges on the Group and Company assets.
Assets with a net book value of €4,007 thousand were disposed of by the Group during the nine months ended 30 September 2016 (1.1-30.9.2015: €2,166 thousand) resulting in a net loss of €2,810 thousand (1.1-30.9.2015: €1,476 thousand).
Impairment of €1.3 mil. and €0.4 mil. (note 9) is recognized mainly on items of property, plant and equipment and intangible assets respectively of a Group subsidiary that operates in the segment of Greece and Western Europe. Due to the nature of these items of property, plant and equipment, their recoverable amount was estimated lower than their carrying amount and hence the impairment is recognised in the profit or loss of the period ended 30.9.2016.
| Group | |||
|---|---|---|---|
| Goodwill | Other intangible assets | Total | |
| Opening balance 1/1/2016 | 376.406 | 79.477 | 455.883 |
| Additions | - | 1.181 | 1.181 |
| Disposals | - | -80 | -80 |
| Additions due to acquisitions (note 21) | 5.424 | - | 5.424 |
| Reclassification of assets from property, plant & equipment assets (note 8) | - | 22 | 22 |
| Depreciation charge | - | -5.263 | -5.263 |
| Ιmpairments | -1.000 | -376 | -1.376 |
| Exchange differences | -20.740 | -6.609 | -27.349 |
| Other | - | -38 | -38 |
| Ending balance 30/9/2016 | 360.090 | 68.314 | 428.404 |
| Goodwill | Other intangible assets | Total | |
| Opening balance 1/1/2015 | 357.509 | 84.299 | 441.808 |
| Additions | - | 940 | 940 |
| Depreciation charge | - | -6.764 | -6.764 |
| Exchange differences | 13.962 | 171 | 14.133 |
| Reclassification of assets from property, plant & equipment assets (note 8) | - | 899 | 899 |
| Ending balance 30/9/2015 | 371.471 | 79.545 | 451.016 |
Goodwill is tested for impairment at the end of each fiscal year and when circumstances indicate that the carrying value may be impaired. The Group's impairment test for goodwill and intangible assets with indefinite lives is based on value-in-use calculations. The key assumptions used to determine the recoverable amount for the different cash generating units were disclosed in the annual consolidated financial statements for the year ended 31 December 2015.
Due to the adverse economic conditions that persist in Greece, the Group recorded in the income statement of the period ended 30.9.2016 an impairment loss of €1.0 mil. on its goodwill.
| Company | Intangible assets | |
|---|---|---|
| 2016 | 2015 | |
| Opening balance 1/1 | 3.153 | 1.973 |
| Additions | 283 | 453 |
| Disposals (net book value) | -80 | - |
| Depreciation charge | -164 | -233 |
| Reclassification of assets from property, plant & equipment assets (note 8) | - | 821 |
| Ending balance 30/9 | 3.192 | 3.014 |
The Group interim financial statements incorporate the following companies with the equity method of consolidation:
a) Karieri AD with ownership percentage 48.711% (31.12.2015: 48.711%), Karierni Materiali AD with ownership percentage 48.764% (31.12.2015: 48.764%), Vris OOD with ownership percentage 48.764% (31.12.2015: 48.764%). The aforementioned companies are based in Bulgaria and operate in the aggregates business.
b) Adocim Cimento Beton Sanayi ve Ticaret A.S. with ownership percentage 50% (31.12.2015: 50%). The Group has joint control over the joint venture and therefore applies the equity method of consolidation. The Adocim Cimento Beton Sanayi ve Ticaret A.S. is based in Turkey, operates in the production of cement.
c) On 31 May 2016, Adocim Cimento Beton Sanayi ve Ticaret A.S formed the company Adocim Marmara Cimento Beton Sanayi ve Tikaret A.S. (Adocim Marmara) in which the Group was granted ownership percentage 50%. Τhe Group incorporated the newly formed company with the equity method of consolidation in the Group financial statements up to 22 August 2016, date on which the Group acquired the remaining 50% of the Adocim Marmara shares (note 21).
d) ASH Venture LLC with ownership percentage 33% (31.12.2015: 33%) which beneficiates, markets and sells fly ash. ASH Venture LLC is based in USA.
e) Ecorecovery S.A. with ownership percentage 40% (31.12.2015: 40%) that processing, managing and trading solid waste for the production of alternative fuels. The company is based in Greece.
f) On 20 September 2016, the Group acquired 46,525% ownership percentage of the Brazilian company Companhia Industrial De Cimento Apodi with a consideration of €99.1 mil.. (the amount will be finalized within one year). The aforementioned company is incorporated in the Group financial statements with the equity method of consolidation since 30.9.2016.
None of the aforementioned companies is listed on a public exchange market.
The movement of the Group's participation in associates and joint ventures is analysed as follows:
| (all amounts in Euro thousands) | 30/9/2016 | 31/12/2015 |
|---|---|---|
| Opening balance 1/1 | 82.508 | 86.533 |
| Share of profit of associates and joint ventures | 4.820 | 5.815 |
| Dividends received | -4.410 | -2.217 |
| Investment in associate | - | 400 |
| Share capital increase in associate | 400 | - |
| Acquisition of joint venture | 99.104 | - |
| Change in consolidation method | -6.384 | - |
| Exchange differences | -4.502 | -8.007 |
| Other | - | -16 |
| Ending balance | 171.536 | 82.508 |
| 30/9/2016 | 31/12/2015 | |||||
|---|---|---|---|---|---|---|
| Country of | % of investment (*) | % of investment (*) | ||||
| Subsidiary, associate and joint venture name | incorporation | Nature of business | Direct | Indirect | Direct | Indirect |
| Full consolidation method | ||||||
| Τitan Cement Company S.A | Greece | Cement producer | Μητρική Εταιρία | Μητρική Εταιρία | ||
| Aeolian Maritime Company | Greece | Shipping | 100,000 | - | 100,000 | - |
| Aitolika Quarries S.A. | Greece | Quarries & aggregates | - | 63,723 | - | 63,723 |
| Albacem S.A. | Greece | Trading company | 99,996 | 0,004 | 99,996 | 0,004 |
| Arktias S.A. | Greece | Quarries & aggregates | - | 100,000 | - | 100,000 |
| Interbeton Construction Materials S.A. | Greece | Ready mix & aggregates | 99,910 | 0,090 | 99,892 | 0,108 |
| Intertitan Trading International S.A. | Greece | Trading company | 99,999 | 0,001 | 99,995 | 0,005 |
| KTIMET Quarries S.A. | Greece | Quarries & aggregates | - | 100,000 | - | 100,000 |
| Porfirion S.A. | Greece | Production and trade of electricity | - | 100,000 | - | 100,000 |
| Gournon Quarries S.A. | Greece | Quarries & aggregates | 54,930 | 45,070 | 54,930 | 45,070 |
| Quarries of Tagaradon Community S.A. | Greece | Quarries & aggregates | - | 79,928 | - | 79,928 |
| Vahou Quarries S.A. | Greece | Quarries & aggregates | - | 100,000 | - | 100,000 |
| Sigma Beton S.A. | Greece | Quarries & aggregates | - | 100,000 | - | 100,000 |
| Titan Atlantic Cement Industrial and Commercial S.A. | Greece | Investment holding company | 43,947 | 56,053 | 43,947 | 56,053 |
| Titan Cement International Trading S.A. | Greece | Trading company | 99,960 | 0,040 | 99,960 | 0,040 |
| Double W & Co OOD | Bulgaria | Port | - | 99,989 | - | 99,989 |
| Granitoid AD | Bulgaria | Trading company | - | 99,760 | - | 99,760 |
| Gravel & Sand PIT AD | Bulgaria | Quarries & aggregates | - | 99,989 | - | 99,989 |
| Trojan Cem EOOD | Bulgaria | Trading company | - | 83,599 | - | 83,599 |
| Zlatna Panega Beton EOOD | Bulgaria | Ready mix | - | 99,989 | - | 99,989 |
| Zlatna Panega Cement AD | Bulgaria | Cement producer | - | 99,989 | - | 99,989 |
| Green Alternative Energy Assets EAD | Bulgaria | Alternative fuels | - | 100,000 | - | 100,000 |
| Cementi ANTEA SRL | Italy | Trading company | - | 80,000 | - | 80,000 |
| Cementi Crotone S.R.L. | Italy | Import & distribution of Cement | - | 100,000 | - | 100,000 |
| Fintitan SRL | Italy | Import & distribution of cement | 100,000 | - | 100,000 | - |
| Separation Technologies Canada Ltd | Canada | Processing of fly ash | - | 100,000 | - | 100,000 |
| Aemos Cement Ltd | Cyprus | Investment holding company | 100,000 | - | 100,000 | - |
| Alvacim Ltd | Cyprus | Investment holding company | - | 100,000 | - | 100,000 |
| Gaea Green Alternative Energy Assets Limited | Cyprus | Investment holding company | - | 100,000 | - | 100,000 |
| Balkcem Ltd | Cyprus | Investment holding company | - | 88,151 | - | 88,151 |
| East Cement Trade Ltd | Cyprus | Investment holding company | - | 100,000 | - | 100,000 |
| Feronia Holding Ltd | Cyprus | Investment holding company | - | 100,000 | - | 100,000 |
| Iapetos Ltd | Cyprus | Investment holding company | 100,000 | - | 100,000 | - |
| KOCEM Limited | Cyprus | Investment holding company | - | 100,000 | - | 100,000 |
| Rea Cement Ltd | Cyprus | Investment holding company | - | 100,000 | - | 100,000 |
| Terret Enterprises Ltd | Cyprus | Investment holding company | - | 88,151 | - | 88,151 |
| Themis Holdings Ltd | Cyprus | Investment holding company | - | 100,000 | - | 100,000 |
| Titan Cement Cyprus Limited | Cyprus | Investment holding company | - | 88,151 | - | 88,151 |
| Tithys Ltd | Cyprus | Investment holding company | - | 88,151 | - | 88,151 |
| Alexandria Portland Cement Co. S.A.E | Egypt | Cement producer | - | 82,513 | - | 82,513 |
| Beni Suef Cement Co.S.A.E. | Egypt | Cement producer | - | 82,513 | - | 82,513 |
| GAEA -Green Alternative Energy Assets | Egypt | Alternative fuels | - | 64,825 | - | 64,825 |
| Titan Beton & Aggregate Egypt LLC | Egypt | Quarries & aggregates | - | 83,118 | - | 83,118 |
| Sharr Beteiligungs GmbH | Germany | Investment holding company | - | 88,151 | - | 88,151 |
| Brazcem Participacoes S.A. (1) | Brazil | Investment holding company | - | 93,049 | - | - |
| Adocim Marmara Cimento Beton Sanayi ve Ticaret A.S. (2) |
Turkey | Processing and trading of cement | - | 100,000 | - | - |
| 30/9/2016 | 31/12/2015 | ||||||
|---|---|---|---|---|---|---|---|
| % of investment (*) | % of investment (*) | ||||||
| Subsidiary, associate and joint venture name | Country of incorporation | Nature of business | Direct | Indirect | Direct | Indirect | |
| Full consolidation method | |||||||
| Titan Cement U.K. Ltd | U.K. | Import & distribution of cement | 100,000 | - | 100,000 | - | |
| Titan Global Finance PLC | U.K. | Financial services | 100,000 | - | 100,000 | - | |
| Alexandria Development Co.Ltd | U.K. | Investment holding company | - | 82,717 | - | 82,717 | |
| Titan Egyptian Inv. Ltd | U.K. | Investment holding company | - | 100,000 | - | 100,000 | |
| Carolinas Cement Company LLC | U.S.A. | Own/develop real estate | - | 100,000 | - | 100,000 | |
| Essex Cement Co. LLC | U.S.A. | Trading company | - | 100,000 | - | 100,000 | |
| Markfield America LLC | U.S.A. | Insurance company | - | 100,000 | - | 100,000 | |
| Massey Sand and Rock Co | U.S.A. | Quarries & aggregates | - | 100,000 | - | 100,000 | |
| Mechanicsville Concrete LLC | U.S.A. | Ready mix | - | 100,000 | - | 100,000 | |
| Metro Redi-Mix LLC | U.S.A. | Ready mix | - | 100,000 | - | 100,000 | |
| Miami Valley Ready Mix of Florida LLC | U.S.A. | Ready mix | - | 100,000 | - | 100,000 | |
| Pennsuco Cement Co. LLC | U.S.A. | Cement producer | - | 100,000 | - | 100,000 | |
| Roanoke Cement Co. LLC | U.S.A. | Cement producer | - | 100,000 | - | 100,000 | |
| S&W Ready Mix Concrete Co. Inc. | U.S.A. | Ready mix | - | 100,000 | - | 100,000 | |
| S&W Ready Mix LLC | U.S.A. | Ready mix | - | 100,000 | - | 100,000 | |
| Separation Technologies LLC | U.S.A. | Processing of fly ash | - | 100,000 | - | 100,000 | |
| Standard Concrete LLC | U.S.A. | Trading company | - | 100,000 | - | 100,000 | |
| ST Mid-Atlantic LLC | U.S.A. | Processing of fly ash | - | 100,000 | - | 100,000 | |
| ST Equipment & Technology LLC | U.S.A. | Sales of fly ash processing equipment | - | 100,000 | - | 100,000 | |
| ST Equipment & Technology Trading Company LLC | U.S.A. | Trading company | - | 100,000 | - | 100,000 | |
| Summit Ready-Mix LLC | U.S.A. | Ready mix | - | 100,000 | - | 100,000 | |
| Titan Florida LLC | U.S.A. | Cement producer | - | 100,000 | - | 100,000 | |
| Titan Mid-Atlantic Aggregates LLC | U.S.A. | Quarries & aggregates | - | 100,000 | - | 100,000 | |
| Titan Virginia Ready Mix LLC | U.S.A. | Ready mix | - | 100,000 | - | 100,000 | |
| Τitan Αmerica LLC | U.S.A. | Investment holding company | - | 100,000 | - | 100,000 | |
| Trusa Realty LLC | U.S.A. | Real estate brokerage | - | 100,000 | - | 100,000 | |
| Tyson Material Transport LLC | U.S.A. | Transportation | - | 100,000 | - | 100,000 | |
| Cementara Kosjeric AD | Serbia | Cement producer | - | 88,151 | - | 88,151 | |
| Stari Silo Company DOO | Serbia | Trading company | - | 88,151 | - | 88,151 | |
| TCK Montenegro DOO | Montenegro | Trading company | - | 88,151 | - | 88,151 | |
| Esha Material DOOEL (1) | F.Y.R.O.M | Quarries & aggregates | - | 88,151 | - | - | |
| GAEA Zelena Alternative Enerjia DOOEL | F.Y.R.O.M | Alternative fuels Renting and leasing of machines, equipment |
- | 100,000 | - | 100,000 | |
| MILLCO-PCM DOOEL | F.Y.R.O.M | and material goods | - | 88,151 | - | 88,151 | |
| Rudmak DOOEL | F.Y.R.O.M | Trading company | - 88,151 |
- | 88,151 | ||
| Usje Cementarnica AD | F.Y.R.O.M | Cement producer | - 83,599 |
- | 83,599 | ||
| Vesa DOOL | F.Y.R.O.M | Trading company | - 100,000 |
- | 100,000 | ||
| Cement Plus LTD | Kosovo | Trading company | - | 57,297 | - | 57,297 | |
| Esha Material LLC (1) | Kosovo | Quarries & aggregates | - | 88,151 | - | - | |
| Kosovo Construction Materials L.L.C. | Kosovo | Quarries & aggregates | - | 88,151 | - | 88,151 | |
| Sharrcem SH.P.K. | Kosovo | Cement producer | - | 88,151 | - | 88,151 | |
| Alba Cemento Italia, SHPK | Albania | Trading company | - | 80,000 | - | 80,000 | |
| Antea Cement SHA | Albania | Cement producer | - | 80,000 | - | 80,000 | |
| GAEA Enerjia Alternative e Gjelber Sh.p.k. | Albania | Alternative fuels | - | 100,000 | - | 100,000 | |
| Dancem APS | Denmark | Trading company | - | 100,000 | - | 100,000 | |
| Aeas Netherlands B.V. | Holland | Investment holding company | - | 88,151 | - | 88,151 | |
| Colombus Properties B.V. | Holland | Investment holding company | 100,000 | - | 100,000 | - | |
| Holtitan B.V. | Holland | Investment holding company | - | 88,151 | - | 88,151 | |
| Salentijn Properties1 B.V. | Holland | Investment holding company | 100,000 | - | 100,000 | - | |
| Titan Cement Netherlands BV | Holland | Investment holding company | - | 88,151 | - | 88,151 |
| 30/9/2016 | 31/12/2015 % of investment (*) |
|||||
|---|---|---|---|---|---|---|
| % of investment (*) | ||||||
| Country of | ||||||
| Subsidiary, associate and joint venture name | incorporation | Nature of business | Direct | Indirect | Direct | Indirect |
| Equity consolidation method | ||||||
| Adocim Cimento Beton Sanayi ve Ticaret A.S. | Turkey | Cement producer | - | 50,000 | - | 50,000 |
| Companhia Industrial De Cimento Apodi (3) | Brazil | Cement producer | - | 46,525 | - | - |
| Apodi Concretos Ltda (3) | Brazil | Ready mix | - | 46,525 | - | - |
| ASH Venture LLC | U.S.A. | Processing of fly ash | - | 33,000 | - | 33,000 |
| Engineering design services for | ||||||
| Ecorecovery SA | Greece | solid and liquid waste facilities | - | 40,000 | - | 40,000 |
| Karieri AD | Bulgaria | Quarries & aggregates | - | 48,711 | - | 48,711 |
| Karierni Materiali AD | Bulgaria | Quarries & aggregates | - | 48,764 | - | 48,764 |
| Vris OOD | Bulgaria | Quarries & aggregates | - | 48,764 | - | 48,764 |
(*) Percentage of investment represents both percentage of shareholding and percentage of control
(1) Acquired subsidiaries incorporated in the consolidated financial statements with full consolidation method (note 21).
(2) On May 31st 2016, the Group formed the company Adocim Marmara Cimento Beton Sanayi ve Tikaret A.S. with ownership percentage 50% and on August 22nd 2016, it acquired the remaining 50% (note 21).
(3) Acquired subsidiaries incorporated in the consolidated financial statements with equity consolidation method (note 10).
| (all amounts in Euro thousands) | 30/9/2016 | 31/12/2015 |
|---|---|---|
| Participation in subsidiaries on 1 January | 844.762 | 845.807 |
| Share capital increase/(decrease) in subsidiaries | 17.650 | -1.180 |
| Other | 170 | 135 |
| Participation in subsidiaries | 862.582 | 844.762 |
| (1) Τitan Cement Company S.A | 2010, 2015 | Holtitan BV | 2010-2015 |
|---|---|---|---|
| (2) Aeolian Maritime Company | - | Aeas Netherlands B.V. | 2010-2015 |
| (1) Albacem S.A. | 2015 | (2) Titan Cement U.K. Ltd | 2015 |
| (1) Arktias S.A. | 2010, 2015 | (5) Τitan Αmerica LLC | 2011-2015 |
| (1) Interbeton Construction Materials S.A. | 2007-2010, 2015 | Separation Technologies Canada Ltd | 2014-2015 |
| (1) Intertitan Trading International S.A. | 2008-2010, 2015 | Stari Silo Copmany DOO | 2008-2015 |
| (1) Porfirion S.A. | 2010, 2015 | Cementara Kosjeric DOO | 2006-2015 |
| (1) Vahou Quarries S.A. | 2010, 2015 | TCK Montenegro DOO | 2007-2015 |
| (1) Quarries Gournon S.A. | 2010, 2015 | Double W & Co OOD | 2007-2015 |
| (1) Quarries of Tagaradon Community S.A. | 2010, 2015 | Granitoid AD | 2007-2015 |
| (1) Aitolika Quarries S.A. | 2015 | Gravel & Sand PIT AD | 2008-2015 |
| (1) Sigma Beton S.A. | 2010, 2015 | Zlatna Panega Beton EOOD | 2008-2015 |
| (1) Titan Atlantic Cement Industrial and Commercial S.A. | 2010, 2015 | Zlatna Panega Cement AD | 2010-2015 |
| (1) Titan Cement International Trading S.A. | 2015 | Cement Plus LTD | 2014-2015 |
| (1) KTIMET Quarries S.A. | 2010, 2015 | Rudmark DOOEL | 2006-2015 |
| Aemos Cement Ltd | 2009-2015 | Usje Cementarnica AD | 2009-2015 |
| Alvacim Ltd | 2010-2015 | Titan Cement Netherlands BV | 2010-2015 |
| (3) Balkcem Ltd | 2008, 2010-2015 | Alba Cemento Italia, SHPK | 2012-2015 |
| Iapetos Ltd | 2007-2015 | Antea Cement SHA | 2015 |
| Rea Cement Ltd | 2008-2015 | Sharr Beteiligungs GmbH | 2011-2015 |
| Themis Holdings Ltd | 2008-2015 | Kosovo Construction Materials L.L.C. | 2011-2015 |
| (4) Tithys Ltd | 2006,2008-2015 | SharrCem Sh.P.K | 2011-2015 |
| Feronia Holding Ltd | 2007-2015 | (2) Alexandria Development Co.Ltd | - |
| Vesa DOOL | 2006-2015 | Alexandria Portland Cement Co. S.A.E | 2010-2015 |
| Trojan Cem EOOD | 2010-2015 | GAEA Green Alternative Energy Assets Ltd | 2007-2015 |
| Dancem APS | 2010-2015 | Beni Suef Cement Co.S.A.E. | 2009-2015 |
| Titan Global Finance PLC | 2007-2015 | East Cement Trade Ltd | 2006-2015 |
| Terret Enterprises Ltd | 2009-2015 | Titan Beton & Aggregate Egypt LLC | 2010-2015 |
| Salentijn Properties1 B.V. | 2010-2015 | (2) Titan Egyptian Inv. Ltd | - |
| Titan Cement Cyprus Limited | 2007-2015 | Green Alternative Energy Assets EAD | 2012-2015 |
| KOCEM Limited | 2007-2015 | GAEA Zelena Alternative Enerjia DOOEL | 2013-2015 |
| Fintitan S.R.L. | 2011-2015 | GAEA Enerjia Alternative e Gjelber Sh.p.k. | 2014-2015 |
| Cementi Crotone S.R.L. | 2011-2015 | GAEA -Green Alternative Energy Assets | 2015 |
| Cementi ANTEA SRL | 2010-2015 | Ecorecovery SA | 2015 |
| Colombus Properties B.V. | 2010-2015 | MILLCO-PCM DOOEL | 2015 |
(1) For the fiscal years 2011-2013, Certified Auditors Accountants tax audited the above companies and issued tax certificates without qualifications, according to the terms of article 82, par. 5 of the Law 2238/1994. For the fiscal years 2014-2015 the tax audit was conducted again by the Certified Auditors Accountants and tax certificates without qualifications have also been issued according to the article 65A, par. 1 of L. 4174/2013.
(3) Fiscal year of 2009 has been audited.
(4) Fiscal year of 2007 has been audited.
(5) Companies operating in the U.S.A., are incorporated in the Titan America LLC subgroup (note 11).
Group provisions presented in short and long term liabilities as at 30 September 2016 amounted to €35.1 mil. (31.12.2015: €27.8 mil.).
The above amount includes among others, the provision for the rehabilitation of quarries amounting to €17.6 mil. (31.12.2015: €16.2 mil.), the provision for staff costs of €4.6 mil. (31.12.2015: €5.5 mil.), the provision for the increased cost of foreign currency liabilities in Egypt amounting to €6.4 mil. and other provisions for risks none of which are individually material to the Group.
Company provisions presented in short and long term liabilities as at 30 September 2016 amounted to €7.9 mil. (31.12.2015: €7.9 mil.). The above amount includes among others, the provision for the rehabilitation of quarries amounting to €2.1 mil. (31.12.2015: €2.1 mil.) and the provision for staff costs of €4.6 mil. (31.12.2015: €5.5 mil.).
Set out below is a comparison by category of carrying amounts and fair values of the Group's and the Company's financial instruments, that are carried in the statement of the financial position:
| Group Company |
||||||||
|---|---|---|---|---|---|---|---|---|
| (all amounts in Euro thousands) | Carrying amount | Fair value | Carrying amount | Fair value | ||||
| 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 | |
| Financial assets | ||||||||
| Available for-sale financial assets | 1.100 | 3.319 | 1.100 | 3.319 | 172 | 2.281 | 172 | 2.281 |
| Other non-current assets | 9.764 | 10.252 | 9.764 | 10.252 | 2.745 | 2.768 | 2.745 | 2.768 |
| Derivative financial instruments | 1.361 | - | 1.361 | - | - | - | - | - |
| Financial liabilities | ||||||||
| Long term borrowings | 724.732 | 716.766 | 749.988 | 725.075 | 307.757 | 300.712 | 318.731 | 305.087 |
| Short term borrowings | 152.236 | 26.313 | 154.452 | 26.313 | 42.315 | 9.324 | 43.385 | 9.324 |
| Derivative financial instruments | 392 | 924 | 392 | 924 | - | - | - | - |
| Other non-current liabilities | 2.495 | 964 | 2.495 | 964 | 137 | 146 | 137 | 146 |
| Put option (note 22) | 10.299 | 8.315 | 10.299 | 8.315 | - | - | - | - |
Note: Derivative financial instruments consist of cross currency interest rate swaps (CCS), commodity swaps and bond options .
The management assessed that the cash and short-term deposits, trade receivables, trade payables, bank overdrafts and other current liabilities (excluding the put option) approximate their carrying amounts largely due to the short-term maturities of these instruments.
The Group and the Company use the following hierarchy for determining and disclosing the fair value of the assets and liabilities by valuation method:
Level 1: based on quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: based on valuation techniques whereby all inputs having a significant effect on the fair value are observable, either directly or indirectly and includes quoted prices for identical or similar assets or liabilities in markets that are not so much actively traded.
Level 3: based on valuation techniques whereby all inputs having a significant effect on the fair value are not observable market data.
The following table provides the fair value measurement hierarchy of the Group's and the Company's assets and liabilities at 30 September 2016.
| Group | Company | ||||
|---|---|---|---|---|---|
| (all amounts in Euro thousands) | Fair value | Fair value | Fair value | ||
| 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 | hierarchy | |
| Assets | |||||
| Investment property | 9.552 | 9.548 | 9.461 | 9.461 | Level 3 |
| Available for-sale financial assets | |||||
| Quoted equity shares | - | 2.109 | - | 2.109 | Level 1 |
| Other available-for-sale financial assets | 1.100 | 1.210 | 172 | 172 | Level 3 |
| Derivative financial instruments | 1.361 | - | - | - | Level 2 |
| Liabilities | |||||
| Long-term borrowings | 749.988 | 725.075 | 318.731 | 305.087 | Level 2 |
| Short-term borrowings | 154.452 | 26.313 | 43.385 | 9.324 | Level 2 |
| Derivative financial instruments | 392 | 924 | - | - | Level 2 |
| Put option (note 22) | 10.299 | 8.315 | - | - | Level 3 |
There were no transfers between level 1 and 2 fair value measurements during the period and no transfers into or out of level 3 fair value measurements during the nine-month period ended 30 June 2016.
The fair value of level 3 investment property is estimated by the Group and the Company by external, independent, certified valuators. The fair value of investment property that is located in urban areas is estimated in accordance with the current market values of similar properties. The fair value of land located in rural areas as well as quarries is estimated based on local valuations.
The fair value of the financial assets and liabilities is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than a forced liquidation or sale. The following methods and assumptions were used to estimate the fair values:
Level 1 available-for-sale financial assets are Banks' listed securities acquired by the Company through the Greek Banks Recapitalization, during 2015. Part of these shares has been disposed in the fiscal year of 2015 and the remaining part has been disposed in the 1st half of 2016.
Level 2 long and short term borrowings are evaluated by the Group and the Company based on parameters such as interest rates, specific country risk factors, or price quotations at the reporting date. Especially for long-term borrowings, quoted market prices or dealer quotes for the specific or similar instruments are used.
Level 2 derivative financial instruments comprise cross currency interest rate swaps and oil swaps. Moreover, during 2016, the Group entered into two call option transactions with two financial institutions, giving them the right to buy €15.0 mil. nominal Titan Global Finance bonds on 20.12.2016 at a strike price of €15.3 mil..
Τhe Group and the Company use a variety of methods and make assumptions that are based on market conditions existing at each reporting date. The aforementioned contracts have been fair valued using: a) forward exchange rates that are quoted in the active market, b) forward interest rates extracted from observable yield curves, c) oil prices extracted from observable yield curves, which are quoted in the active market and d) future values of call options.
Level 3 available-for-sale financial assets refer mainly to investments in foreign property funds in which the Group owns an insignificant percentage. Their valuation is made based on their financial statements, which present the assets at fair value.
Level 3 put option consists of the put option that the Group has granted to non-controlling interest shareholder of its subsidiary in Albania, ANTEA Cement SHA. The put option is valued using a discounted cash flow model. The valuation requires management to make certain assumptions about unobservable inputs to the model. Certain significant unobservable inputs are disclosed in the table below:
| 30/9/2016 | 31/12/2015 | |
|---|---|---|
| Change in gross margin | 22,7% | 35,4% |
| Discount rate | 10,6% | 10,6% |
In addition to the above, forecast cash flows for the first five years are a significant unobservable input. The management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.
An increase of the forecast cash flows or the change in gross margin for cash flows in the subsequent periods would lead to an increase in the fair value of the put option. On the other hand, an increase in the discount rate used to discount the forecast cash flows would lead to a decrease in the fair value of the put option.
The significant unobservable inputs are not interrelated. The fair value of the put option is not significantly sensitive to a reasonable change in the forecast cash flows or the discount rate; however it is sensitive to a reasonable fluctuation of the change in gross margin, as described in the following table:
Increase by 5 percentage points in the change of the gross margin: Decrease by 5 percentage points in the change of the gross margin:
| Effect on the fair value |
|---|
| 500 |
| -454 |
| Group | Company | ||
|---|---|---|---|
| 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 |
| 3.023 | 3.218 | 2.621 | 2.640 |
| 3.999 | 4.578 | - | - |
| 434 | 630 | - | - |
| 6.307 | 6.404 | 259 | 423 |
| 13.763 | 14.830 | 2.880 | 3.063 |
(all amounts are shown in Euro thousands unless otherwise stated)
| Ordinary shares | Preference shares | Total | |||||
|---|---|---|---|---|---|---|---|
| Shares issued and fully paid | Number of shares | €'000 | Number of shares | €'000 | Share premium €'000 |
Number of shares | €'000 |
| Balance at 1 January 2015 | 77.063.568 | 308.254 | 7.568.960 | 30.276 | 22.826 | 84.632.528 | 361.356 |
| Balance at 30 September 2015 | 77.063.568 | 308.254 | 7.568.960 | 30.276 | 22.826 | 84.632.528 | 361.356 |
| Balance at 1 January 2016 | 77.063.568 | 308.254 | 7.568.960 | 30.276 | 22.826 | 84.632.528 | 361.356 |
| Balance at 30 September 2016 | 77.063.568 | 308.254 | 7.568.960 | 30.276 | 22.826 | 84.632.528 | 361.356 |
| Ordinary shares | Preference shares | Total | ||||
|---|---|---|---|---|---|---|
| Treasury shares | Number of shares | €'000 | Number of shares | €'000 | Number of shares | €'000 |
| Balance at 1 January 2015 | 2.919.912 | 83.516 | 5.919 | 117 | 2.925.831 | 83.633 |
| Sale of treasury shares | -146.958 | -4.203 | - | - | -146.958 | -4.203 |
| Balance at 30 September 2015 | 2.772.954 | 79.313 | 5.919 | 117 | 2.778.873 | 79.430 |
| Balance at 1 January 2016 | 2.760.593 | 78.960 | 5.919 | 117 | 2.766.512 | 79.077 |
| Purchase of treasury shares | 509.273 | 10.033 | 39.551 | 467 | 548.824 | 10.500 |
| Sale of treasury shares | -66.365 | -1.806 | - | - | -66.365 | -1.806 |
| Balance at 30 September 2016 | 3.203.501 | 87.187 | 45.470 | 584 | 3.248.971 | 87.771 |
In the first nine months of 2016, the average price of Titan Cement Company S.A. ordinary shares was €19.11 (1.1-30.9.2015: €21.02) and the trading price of the ordinary shares as at 30 September 2016 was €20.98 (30.9.2015: €20.20).
(all amounts in Euro thousands)
| Group | Contingency | Tax exempt reserves under |
Revaluation | Actuarial differences |
Foreign currency translation |
Total other | |||
|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2015 | Legal reserve 92.587 |
Special reserve 593.523 |
reserve 266.525 |
special laws 118.875 |
reserve 26.504 |
reserve -657 |
Ηedging reserves 41.115 |
reserve -198.947 |
reserves 939.525 |
| Other comprehensive income/ (loss) | - | - | - | - | 1.393 | -3 | -135 | 15.942 | 17.197 |
| Special reserve distributed to shareholders (note 19) | - | -12.695 | - | - | - | - | - | - | -12.695 |
| Acquisition of non-controlling interests (notes 21) | 20 | 52 | - | - | 5.657 | - | - | -1.307 | 4.422 |
| Non-controlling interest's put option recognition | - | - | - | - | 1.525 | - | - | - | 1.525 |
| Deferred tax adjustment due to change in income tax rates | - | - | - | - | 20.401 | - | - | - | 20.401 |
| Transfer from reserves & retained earnings | 149 | -5.418 | 35.069 | -684 | -5.320 | - | - | - | 23.796 |
| Balance at 30 September 2015 | 92.756 | 575.462 | 301.594 | 118.191 | 50.160 | -660 | 40.980 | -184.312 | 994.171 |
| Balance at 1 January 2016 | 93.112 | 569.227 | 301.075 | 117.563 | 50.386 | 1.001 | 41.115 | -156.175 | 1.017.304 |
| Other comprehensive loss | - | - | - | - | - | -209 | - | -63.371 | -63.580 |
| Non-controlling interest's put option recognition | - | - | - | - | - | -2.164 | - | - | -2.164 |
| Transfer from reserves & retained earnings | 3.410 | 3.639 | 31.957 | -5.330 | -2.554 | - | - | - | 31.122 |
| Balance at 30 September 2016 | 96.522 | 572.866 | 333.032 | 112.233 | 47.832 | -1.372 | 41.115 | -219.546 | 982.682 |
`
| Company | Legal reserve | Special reserve | Contingency reserve |
Tax exempt reserves under special laws |
Revaluation reserve |
Actuarial differences reserve |
Ηedging reserves | Total other reserves |
|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2015 | 68.650 | 16.245 | 254.632 | 105.865 | 2.662 | -165 | 48.347 | 496.236 |
| Special reserve distributed to shareholders (note 19) | - | -12.695 | - | - | - | - | - | -12.695 |
| Deferred tax adjustment due to change in income tax rates | - | - | - | - | -253 | -139 | - | -392 |
| Transfer from retained earnings | 1.302 | - | 33.726 | - | - | - | - | 35.028 |
| Transfer from share options | - | - | 659 | - | - | - | - | 659 |
| Transfer between reserves | - | - | 684 | -684 | - | - | - | - |
| Balance at 30 September 2015 | 69.952 | 3.550 | 289.701 | 105.181 | 2.409 | -304 | 48.347 | 518.836 |
| Balance at 1 January 2016 | 69.952 | 3.550 | 289.182 | 105.379 | 2.508 | 832 | 48.347 | 519.750 |
| Other comprehensive loss | - | - | - | - | -99 | - | - | -99 |
| Transfer from retained earnings | 2.998 | - | 31.755 | - | - | - | - | 34.753 |
| Transfer from share options | - | - | 202 | - | - | - | - | 202 |
| Balance at 30 September 2016 | 72.950 | 3.550 | 321.139 | 105.379 | 2.409 | 832 | 48.347 | 554.606 |
In the statement of other comprehensive income, the exchange differences resulting from the translation of foreign operations in the first nine months of 2016 amounted to a loss of €73.7 mil., of which €63.4 mil. are attributable to the shareholders of the Parent Company and €10.3 mil. to the non-controlling interests. The equivalent amount in the first nine months of 2015, was a gain of €15.0 mil.. The difference of €88.7 mil. between the two corresponding periods consists mainly of €53.5 mil. related to the Egyptian pound, €43.8 mil. to the US dollar and -€8.9 mil. to Turkish pound.
Basic earnings per share have been calculated on the total weighted average number of common and preferred shares, excluding the average number of treasury shares. The diluted earnings per share are calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of share options. No adjustment is made to net profit (numerator).
The Annual General Meeting of Shareholders of the Titan Cement Company S.A., which was held on 17th June 2016, approved the distribution of dividend from the profits of the financial year 2015 of a total amount of €25,390 corresponding to €0.30 per share (ordinary or preference). This amount was proportionally increased by the dividend corresponding to the treasury stock held by the Company and became €0.30989 per share. From this amount the Company withheld on behalf of the Shareholder a 10% tax and, therefore, the net amount paid was €0.27890 per share.
The Annual General Meeting of Shareholders of the Titan Cement Company S.A., which was held on 19th June 2015, approved:
a) the distribution of dividend from the profits of the financial year 2014 of a total amount of €12,695, amounting to €0.15 per share (ordinary or preference). This amount was proportionally increased by the dividend corresponding to the treasury stock held by the Company and became €0.15509 per share. From this amount the Company withholds on behalf of the Shareholder a 10% tax and, therefore, the net amount payable is € 0.13958 per share.
b) the distribution of special reserves from previous financial years, and more specifically of reserves from the profits of subsidiary maritime companies of a total amount of €12,695, corresponding to €0.15 per share (ordinary or preference). This amount was proportionally increased by the relevant amount corresponding to treasury shares held by the Company and the net amount of €0.15509 per share. The distribution of the aforesaid reserves is not subject to taxation.
Transactions with related parties during the nine month period ending 30 September 2016 as well as balances with related parties as at 30 September 2016 for the Group and the Company, according to IAS 24 are as follows:
(all amounts in Euro thousands)
| Group | Sales of goods & services |
Purchases of goods & services |
Receivables | Liabilities |
|---|---|---|---|---|
| Other interrelated parties | - | 1.122 | - | 215 |
| Executives and members of the Board | - | 6.037 | 23 | - |
| - | 7.159 | 23 | 215 |
(all amounts in Euro thousands)
| Sales of goods & | Purchases of | |||
|---|---|---|---|---|
| Company | services | goods & services | Receivables | Liabilities |
| Aeolian Maritime Company | - | - | - | 253 |
| Interbeton Construction Materials S.A. | 15.367 | 3.755 | 4.570 | 1.119 |
| Intertitan Trading International S.A. | 4.499 | - | 315 | - |
| Adocim Cimento Beton Sanayi ve Ticaret A.S. | 1.544 | - | 2 | - |
| Antea Cement SHA | 1.224 | - | 520 | - |
| Beni Suef Cement Co.S.A.E. | 1.381 | - | 3.599 | - |
| Alexandria Portland Cement Co. S.A.E. | 852 | - | 1.996 | - |
| Cementara Kosjeric AD | 727 | - | 309 | - |
| Cementi Crotone S.R.L. | 252 | - | 42 | - |
| Essex Cement Company LLC | 25.777 | 67 | 1.347 | - |
| Titan America LLC | 3.559 | 6 | 1.060 | 2 |
| Titan Florida LLC | 2.980 | - | - | - |
| Roanoke Cement LLC | 1.991 | - | 21 | - |
| Fintitan SRL | 6.627 | - | 3.194 | - |
| Sharrcem SH.P.K. | 1.137 | - | 332 | - |
| T.C.U.K. Ltd | 15.514 | 25 | 2.843 | 4 |
| Titan Global Finance PLC | - | 16.902 | - | 353.959 |
| Usje Cementarnica AD | 5.541 | - | 1.024 | - |
| Zlatna Panega Cement AD | 746 | - | 222 | - |
| Other subsidiaries | 25 | - | 20 | 2 |
| Other interrelated parties | - | 1.122 | - | 215 |
| Executives and members of the Board | - | 6.037 | 23 | - |
| 89.743 | 27.914 | 21.439 | 355.554 |
Transactions with related parties during the nine month period ending 30 September 2015 as well as balances with related parties as at 31 December 2015 for the Group and the Company, according to IAS 24 are as follows:
| Sales of goods & | Purchases of | |||
|---|---|---|---|---|
| Group | services | goods & services | Receivables | Liabilities |
| Other interrelated parties | - | 1.076 | - | 223 |
| Executives and members of the Board | - | 3.836 | 35 | - |
| - | 4.912 | 35 | 223 | |
| Company | ||||
| Aeolian Maritime Company | - | - | - | 257 |
| Albacem S.A. | 2 | - | - | 350 |
| Interbeton Construction Materials S.A. | 15.953 | 4.018 | 7.050 | 755 |
| Intertitan Trading International S.A. | 4.075 | - | 750 | - |
| Transbeton - Domiki S.A. | 2 | - | - | - |
| Gournon Quarries S.A. | 2 | - | 1 | - |
| Titan Cement International Trading S.A. | 2 | - | - | - |
| Adocim Cimento Beton Sanayi ve Ticaret A.S. | 38 | - | - | - |
| Antea Cement SHA | 1.035 | 3 | 284 | - |
| Beni Suef Cement Co.S.A.E. | 1.439 | - | 2.758 | - |
| Alexandria Portland Cement Co. S.A.E | 896 | 10 | 1.191 | - |
| Cementara Kosjeric AD | 703 | 4 | 312 | - |
| Cementi Crotone S.R.L. | 420 | - | - | - |
| Essex Cement Company LLC | 27.853 | 42 | 2.341 | - |
| Τitan Αmerica LLC | 3.116 | 7 | 1.506 | - |
| Fintitan S.r.l. | 6.159 | - | 3.681 | - |
| Sharrcem SH.P.K | 877 | - | 403 | - |
| T.C.U.K. Ltd | 14.372 | 25 | 3 | - |
| Titan Global Finance PLC | - | 16.961 | - | 307.105 |
| Usje Cementarnica AD | 6.276 | - | 852 | - |
| Zlatna Panega Cement AD | 38 | - | 1.074 | - |
| Other subsidiaries | 15 | - | 126 | 2 |
| Other interrelated parties | - | 1.076 | - | 223 |
| Executives and members of the Board | - | 3.836 | 35 | - |
| 83.273 | 25.982 | 22.367 | 308.692 |
On 22.8.2016, the Group acquired the remaining 50% of the joint venture Adocim Marmara Cimento Beton Sanayi ve Ticaret A.S. with a consideration transferred of €11.7 mil.. Since the acquisition date, the company is consolidated in the Group's financial statements with the full consolidation method, instead of equity method.
On 1.9.2016, the Group acquired the companies Esha Material DOOEL in FYROM and Esha Material LLC in Kosovo with a consideration of €89.0 thousand. Since the acquisition date, the companies are consolidated in the Group's financial statements with the full consolidation method.
Moreover, the Group acquired for the amount of €2.0 thousand the Brazilian company Benim Empreendimentos e Patricipacoes S.A. on 1.9.2016, which was renamed to Brazcem Participacoes S.A. on 2.9.2016. From the date of acquisition, the above company is consolidated in the Group's financial statements with the full consolidation method.
The assets and liabilities of the aforementioned companies, as they were preliminary recorded at the date of acquisition, are as follows:
| (all amounts in Euro thousands) | (*) Carrying value on acquisition |
|---|---|
| Assets | |
| Non-current assets | 13.402 |
| Inventory | 1.010 |
| Receivables and prepayments | 7.006 |
| Cash and cash equivalents | 35 |
| Total assets | 21.453 |
| Liabilities | |
| Short-term borrowings | 5.041 |
| Deferred tax liabilities | 1.605 |
| Other liabilities and taxes payable | 2.032 |
| Total liabilities | 8.678 |
| Total identifiable net assets at fair value | 12.775 |
| Goodwill arising on acquisition (note 9) | 5.424 |
| Total consideration | 18.199 |
| Cash flow on acquisition: | |
| Fair value of previously held stake in joint venture | 6.383 |
| Purchase consideration settled in cash | 11.816 |
| Net cash acquired with the subsidiaries | -42 |
| Total consideration | 18.157 |
(*) Fair value and purchase price allocation of the acquired companies will be completed within twelve months from acquisition date.
(all amounts in Euro thousands)
| Group | Company | |||
|---|---|---|---|---|
| 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 | |
| Guarantees to third parties on behalf of subsidiaries | - | - | 872.372 | 728.819 |
| 40.510 | 45.077 | 4.560 | 4.429 | |
| 4.918 | 5.831 | - | - | |
| 45.428 | 50.908 | 876.932 | 733.248 |
On 30.9.2016, Adocim Cimento Beton Sanayi ve Ticaret A.S. had contingent liabilities in the form of bank guarantee letters amounting to €764 thousand (31.12.2015: €857 thousand).
There was no significant change in Egyptian litigation matters during the first nine months of 2016.
The Group had granted to non controlling interest shareholders, European Bank for Reconstruction and Development (EBRD) and International Finance Corporation (IFC) the option to sell their shares in ANTEA Cement SHA (Antea) at predetermined conditions.
On 5 February 2015, the Group acquired from EBRD the 20% of its share in Antea. Instead, IFC continues to have the aforementioned exercisable option to sell an equivalent percentage. On 30 September 2016, the option's fair value of €10.3 mil. (31.12.2015: €8.3 mil.) is recognized as a current liability in the statement of financial position.
The financial years, referred to in note 12, have not been audited by the tax authorities and therefore the tax obligations of the Company and its subsidiaries for those years have not yet been finalized.
Other than the items referred to in the preceding paragraph, it is not anticipated that any material contingent liabilities will arise.
(all amounts in Euro thousands)
| Group | Company | ||
|---|---|---|---|
| 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 |
| 21.235 | 19.486 | 9.504 | 8.569 |
| 5.017 | 9.031 | 863 | 2.845 |
| 26.252 | 28.517 | 10.367 | 11.414 |
| 1.497 | 1.650 | 1.497 | 1.650 |
| 27.749 | 30.167 | 11.864 | 13.064 |
Capital commitments contracted for at the balance sheet date but not recognized in the financial statements are as follows:
| (all amounts in Euro thousands) | Group | Company | ||
|---|---|---|---|---|
| 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 | |
| Property, plant and equipment | 1.812 | 1.616 | - | - |
Energy supply contracts (Gas, electricity, etc.)
| Group | Company | |||
|---|---|---|---|---|
| (all amounts in Euro thousands) | 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 |
| Not later than 1 years | 68.620 | 81.481 | - | - |
| Later than 1 years and not later | 339.246 | 402.808 | - | - |
| Beyond 5 years | 266.257 | 368.486 | - | - |
| 674.123 | 852.775 | - | - |
The Group's subsidiaries in Egypt have agreements requiring the purchase of certain minimum quantities of gas for the subsequent years.
Also, the Group's US subsidiaries have entered a contract to purchase raw materials and manufacturing supplies as part of their ongoing operations in Florida. This includes a contract to buy construction aggregates through a multi-year agreement at prevailing market prices.
The Group leases motor vehicles, properties and other equipment under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights.
| Group | Company | |||
|---|---|---|---|---|
| (all amounts in Euro thousands) | 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 |
| Not later than 1 years | 9.103 | 11.113 | 673 | 594 |
| Later than 1 years and not later than 5 years | 21.893 | 27.959 | 1.437 | 1.111 |
| Beyond 5 years | 8.074 | 7.642 | - | - |
| 39.070 | 46.714 | 2.110 | 1.705 |
The decrease in Group inventories by €17.2 mil. includes the negative impact of foreign exchange differences amounting to €14.8 mil.. The organic change of the €3.2 mil. is mainly due to the decreased deliveries of solid fuels.
The increase in Group trade and other payables by €7.0 mil. includes the impact from foreign exchange differences amounting to €19.3 mil.. The organic change of the €25.7 mil. is mainly due to the increased customer prepayments in Egypt amounted to €13.2 mil. and to the increased tax liabilities amounted to €7.0 mil..
On 17 June 2016 was completed the offering of a total nominal amount of €300 mil. Guaranteed Notes due 2021, with a coupon of 3.50 per cent per annum, which were issued by Titan Global Finance PLC (the "Issuer"), a subsidiary of TITAN Cement Company S.A. (the "Company") and guaranteed by the Company. The notes are traded on the Global Exchange Market (GEM), the exchange –regulated market of the Irish Stock Exchange.
Part of the proceeds of the notes was used by the Issuer to purchase €109 mil. of its outstanding 8.75 per cent Guaranteed Notes due January 2017 (the "2017 Notes"') prior to maturity pursuant to the tender offer memorandum dated 6 June 2016, and the remaining amount will be used for the purchase of the rest €88 mil. of the "2017 Notes" at the maturity in January 2017 and for general corporate purposes.
On 23 September 2016, Titan Global Finance PLC purchased its own notes due 2021 of a total nominal amount of €15.0 mil..
The variance of €38.6 mil. in the account "(losses)/gains from foreign exchange differences" in the income statement for the period ended 30 September 2016 compared to the first nine months of the previous year is mainly due to the valuation of loans and other liabilities (including intercompany loans) in Euro, recorded by the Group's subsidiaries that operate in Egypt and US and have other functional currency. The volatility arising from foreign exchange rate fluctuations will continue to affect the Group's performance until the full repayment of the respective loans.
The amounts of €1,299 thousand and €231 thousand were transferred from "property, plant and equipment" to "intangible assets and goodwill" and "other non-current liabilities" respectively and the amount of €497 thousand was trasnferred from "other receivables and prepayments" to "trade and other payables" in the statement of financial positions as at 31.12.2015 of the Group and the Company in order to be comparable with the statement of financial positions as at 30.9.2016.
There are no subsequent events to September 30, 2016 which would materially influence the Group's and the Company's financial position.
| Balance sheet | 30/09/2016 | 31/12/2015 | 30/9/2016 vs 31/12/2015 |
|---|---|---|---|
| €1 = USD | 1,12 | 1,09 | 2,5% |
| €1 = EGP | 9,98 | 8,50 | 17,4% |
| €1 = TRY | 3,36 | 3,18 | 5,7% |
| 1USD=EGP | 8,94 | 7,81 | 14,5% |
| €1 = BRL | 3,62 | 4,45 | -18,6% |
| €1 = RSD | 123,29 | 121,63 | 1,4% |
| 1USD = JPY | 101,33 | 120,39 | -15,8% |
| Profit and loss | Ave 9M 2016 | Ave 9M 2015 | Ave 9M 2016 vs 9M 2015 |
|---|---|---|---|
| €1 = USD | 1,12 | 1,12 | -0,1% |
| €1 = EGP | 9,62 | 8,54 | 12,6% |
| €1 = TRY | 3,28 | 2,97 | 10,4% |
| 1USD=EGP | 8,61 | 7,66 | 12,4% |
| €1 = BRL | 3,65 | 4,38 | -16,7% |
| €1 = RSD | 123,05 | 120,71 | 1,9% |
| 1USD = JPY | 108,41 | 120,97 | -10,4% |
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