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Titan S.A.

Quarterly Report Nov 2, 2017

4014_10-q_2017-11-02_e78fc2b1-de54-4e78-9d1e-cecb3708edb8.pdf

Quarterly Report

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Condensed Financial Statements

for the period 1 January – 30 September 2017 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.

Index

Pages
Interim Condensed Financial Statements
1.
3
Notes to the Interim Condensed Financial Statements
2.
11

The Interim Condensed Financial Statements presented through pages 3 to 29 both for the Group and the Parent Company, have been approved by the Board of Directors on 1st of November 2017.

Chairman of the Board of Directors

EFSTRATIOS -GEORGIOS ATH. ARAPOGLOU ID No AB309500

Chief Executive Officer

ID No ΑΚ031353 DIMITRIOS TH. PAPALEXOPOULOS

Chief Financial Officer

Financial Consolidation Senior Manager Finance Director Greece

MICHAEL H. COLAKIDES Passport No K00215552

ID No ΑΒ291692

ID No ΑΝ023225 GRIGORIOS D. DIKAIOS ATHANASIOS S. DANAS

Interim Condensed Income Statement

(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 2017 2016 2017 2016
Sales of goods 5 1,144,533 1,124,225 180,962 194,256
Cost of sales -812,404 -805,318 -141,385 -147,334
Gross profit before depreciation, amortization and
impairment
332,129 318,907 39,577 46,922
Other income 8,865 6,439 12,089 11,005
Administrative expenses -92,829 -91,219 -32,450 -29,764
Selling and marketing expenses -17,149 -16,614 -204 -187
Other expenses -16,496 -12,517 -1,735 -2,304
Profit before interest, taxes, depreciation, amortization
and impairment
214,520 204,996 17,277 25,672
Depreciation and amortization related to cost of sales 8,9 -79,070 -81,238 -10,831 -9,817
Depreciation and amortization related to administrative
and selling expenses
8,9 -4,725 -5,200 -892 -850
Impairment of tangible and intangible assets related to
cost of sales
8,9 -1,589 -3,029 - -
Profit before interest and taxes 129,136 115,529 5,554 15,005
Income from participations and investments - - - 20,625
Finance income 862 2,702 39 180
Finance costs -42,519 -53,126 -12,117 -17,601
Losses from foreign exchange differences 26 -20,797 -30,026 -3,043 -1,584
Share of (loss)/profit of associates and joint ventures 10 -7,602 4,820 - -
Profit/(loss) before taxes 59,080 39,899 -9,567 16,625
Income tax 7 -24,194 82,292 -1,448 -208
Profit/(loss) for the period 34,886 122,191 -11,015 16,417
Attributable to:
Equity holders of the parent 33,101 121,931
Non-controlling interests 1,785 260
34,886 122,191
Basic earnings per share (in €) 19 0.4103 1.4906
Diluted earnings per share (in €) 19 0.4072 1.4807

Group Company

Interim Condensed Statement of Comprehensive Income

(all amounts in Euro thousands)

For the nine months ended
30/9
For the nine months ended
30/9
Note 2017 2016 2017 2016
Profit/(loss) for the period 34,886 122,191 -11,015 16,417
Other comprehensive (loss)/income:
Other comprehensive loss to be reclassified to profit or
loss in subsequent periods:
Exchange differences on translation of foreign operations 18 -88,648 -73,683 - -
Net losses on available-for-sale financial assets -398 -570 - -460
Reclassification to income statement - 321 - 321
Deferred tax benefit 7 - 40 - 40
-398 -209 - -99
Currency translation differences on transactions
designated as part of net investment in foreign operation
-6,925 - - -
Deferred tax benefit 7 1,558 - - -
-5,367 - - -
Net other comprehensive loss to be reclassified to profit or
loss in subsequent periods:
-94,413 -73,892 - -99
Other comprehensive income not to be reclassified to
profit or loss in subsequent periods:
Asset revaluation surplus 140 - 150 -
Deferred tax expense 7 -44 - -44 -
96 - 106 -
Net other comprehensive income not being reclassified
to profit or loss in subsequent periods:
96 - 106 -
Other comprehensive (loss)/income for the period, net of
tax -94,317 -73,892 106 -99
Total comprehensive (loss)/income for the period net of
tax
-59,431 48,299 -10,909 16,318
Attributable to:
Equity holders of the parent -57,029 58,351
Non-controlling interests -2,402 -10,052
-59,431 48,299

Interim Condensed Income Statement for the 3rd Quarter

(all amounts in Euro thousands)

(all amounts in Euro thousands) Group Company
For the three months ended
30/9
For the three months ended
30/9
Note 2017 2016 2017 2016
Sales of goods 370,712 400,417 55,535 63,296
Cost of sales -257,743 -274,504 -42,781 -47,331
Gross profit before depreciation, amortization and
impairment
112,969 125,913 12,754 15,965
Other income 1,676 1,412 3,225 3,236
Administrative expenses -29,166 -30,794 -10,441 -10,634
Selling and marketing expenses -5,547 -5,759 -57 -76
Other expenses -7,530 -5,255 -389 -1,478
Profit before interest, taxes, depreciation, amortization and
impairment 72,402 85,517 5,092 7,013
Depreciation and amortization related to cost of sales
Depreciation and amortization related to administrative
-25,967 -27,254 -3,486 -3,400
and selling expenses
Impairment of tangible and intangible assets related to
cost of sales
-1,507
-587
-1,711
-
-296
-
-283
-
Profit before interest and taxes 44,341 56,552 1,310 3,330
Finance income 298 1,000 37 23
Finance costs -13,428 -16,685 -4,009 -4,807
Losses from foreign exchange differences -3,657 -10,576 -1,037 -648
Share of (loss)/profit of associates and joint ventures -176 2,233 - -
Profit/(loss) before taxes 27,378 32,524 -3,699 -2,102
Income tax -7,654 80,748 807 -541
Profit/(loss) for the period 19,724 113,272 -2,892 -2,643
Attributable to:
Equity holders of the parent 19,164 112,725
Non-controlling interests 560 547
19,724 113,272
Basic earnings per share (in €)
19
0.2376 1.3782
Diluted earnings per share (in €)
19
0.2358 1.3691

Interim Condensed Statement of Comprehensive Income for the 3rd Quarter

(all amounts in Euro thousands) Group Company
For the three months ended
30/9
For the three months ended
30/9
2017 2016 2017 2016
Profit/(loss) for the period 19,724 113,272 -2,892 -2,643
Other comprehensive loss:
Other comprehensive loss to be reclassified to profit or
loss in subsequent periods:
Exchange differences on translation of foreign operations -20,179 -8,379 - -
Net loss on available-for-sale financial assets -398 -110 - -
-398 -110 - -
Currency translation differences on transactions
designated as part of net investment in foreign operation
-541 - - -
Deferred tax benefit 121 - - -
-420 - - -
Net other comprehensive loss to be reclassified to profit
or loss in subsequent periods:
-20,997 -8,489 - -
Total comprehensive (loss)/income for the period net of
tax -1,273 104,783 -2,892 -2,643
Attributable to:
Equity holders of the parent -1,213 104,834
Non-controlling interests -60 -51
-1,273 104,783

Interim Condensed Statement of Financial Position

(all amounts in Euro thousands) Group Company
Assets Note 30/09/2017 31/12/2016 30/09/2017 31/12/2016
Property, plant & equipment 8 1,482,063 1,573,235 241,845 242,777
Investment properties 15 10,936 9,820 9,276 9,126
Intangible assets and goodwill 9 344,216 375,116 5,385 4,458
Investments in subsidiaries 11 - - 778,839 862,657
Investments in associates & joint ventures 10,11 173,581 170,803 - -
Derivative financial instruments 15 - 1,386 - -
Available-for-sale financial assets 15 667 1,065 122 122
Other non-current assets 15,16 10,697 12,638 3,630 3,219
Deferred tax asset 7 1,420 20,971 - -
Non-current assets 2,023,580 2,165,034 1,039,097 1,122,359
Inventories 23 268,874 248,924 70,829 57,768
Trade receivables 131,199 123,466 36,956 54,072
Other receivables and prepayments 63,743 72,642 28,400 21,820
Derivative financial instruments 15 2,457 1 - -
Cash and cash equivalents 67,265 179,710 3,640 11,218
Current assets 533,538 624,743 139,825 144,878
Total Assets 2,557,118 2,789,777 1,178,922 1,267,237
Equity and Liabilities
Share Capital (84,632,528 shares of €3.00) 17 253,897 338,530 253,897 338,530
Share premium 17 22,826 22,826 22,826 22,826
Share options 27 2,904 2,978 2,904 2,978
Treasury shares 17 -101,393 -101,453 -101,393 -101,453
Other Reserves 18 764,356 839,364 540,399 538,403
Retained earnings 381,793 374,106 5,281 25,985
Equity attributable to equity holders of the parent 1,324,383 1,476,351 723,914 827,269
Non-controlling interests 63,387 76,465 - -
Total equity (a) 1,387,770 1,552,816 723,914 827,269
Long-term borrowings 15,25 764,494 710,965 377,110 310,678
Derivative financial instruments 15 6,011 - - -
Deferred tax liability 7 47,338 56,597 9,362 12,438
Retirement benefit obligations 32,572 33,961 16,017 15,870
Provisions 14 22,275 22,498 4,501 4,215
Other non-current liabilities 15 6,738 5,952 3,650 3,788
Total non-current liabilities 879,428 829,973 410,640 346,989
Short-term borrowings 15,25 60,576 129,499 107 42,442
Trade and other payables 24 219,322 266,584 37,404 44,439
Current income tax payable 2,260 3,754 - -
Provisions 14 7,762 7,151 6,857 6,098
Total current liabilities 289,920 406,988 44,368 92,979
Total liabilities (b) 1,169,348 1,236,961 455,008 439,968
Total Equity and Liabilities (a+b) 2,557,118 2,789,777 1,178,922 1,267,237

Interim Condensed Statement of Changes in Equity

(all amounts in Euro thousands)

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 18)
Retained
earnings
Total Non
controlling
interests
Total equity
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 20) - - - - - - - -25,390 -25,390 - -25,390
Dividends distributed to non-controlling interests - - - - - - - - - -3,856 -3,856
Treasury shares purchased (note 17) - - - - -10,033 -467 - - -10,500 - -10,500
Sale - disposal of treasury shares for option plan - - - - 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
Balance at 1 January 2017 308,254 22,826 30,276 2,978 -100,408 -1,045 839,364 374,106 1,476,351 76,465 1,552,816
Profit for the period - - - - - - - 33,101 33,101 1,785 34,886
Other comprehensive loss - - - - - - -90,130 - -90,130 -4,187 -94,317
Total comprehensive (loss)/income for the period - - - - - - -90,130 33,101 -57,029 -2,402 -59,431
Share capital decrease (note 20) -77,064 - -7,569 - - - - - -84,633 - -84,633
Dividends distributed to ordinary and preferred shares (note 20) - - - - - - - -8,463 -8,463 - -8,463
Dividends distributed to non-controlling interests - - - - - - - - - -3,867 -3,867
Treasury shares purchased (note 17) - - - - -565 -86 - - -651 - -651
Costs for share capital increase in subsidiaries - - - - - - - -481 -481 - -481
Sale - disposal of treasury shares for option plan - - - - 711 - - -436 275 - 275
Acquisition of non-controlling interests (notes 11, 12) - - - - - - - -748 -748 -5,967 -6,715
Non-controlling interest's put option recognition (note 22) - - - - - - -1,264 - -1,264 -842 -2,106
Share based payment transactions - - - 1,026 - - - - 1,026 - 1,026
Transfer among reserves - - - -1,100 - - 16,386 -15,286 - - -
Balance at 30 September 2017 231,190 22,826 22,707 2,904 -100,262 -1,131 764,356 381,793 1,324,383 63,387 1,387,770

Interim Condensed Statement of Changes in Equity (continued)

(all amounts in Euro thousands)

Company Ordinary
shares
Share premium Preferred
ordinary
shares
Share options Ordinary
treasury
shares
Preferred
treasury
shares
Other reserves
(note 18)
Retained
earnings
Total equity
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 20) - - - - - - - -25,390 -25,390
Treasury shares purchased (note 17) - - - - -10,033 -467 - - -10,500
Sale - disposal of treasury shares for option plan - - - - 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
Balance at 1 January 2017 308,254 22,826 30,276 2,978 -100,408 -1,045 538,403 25,985 827,269
Loss for the period - - - - - - - -11,015 -11,015
Other comprehensive income - - - - - - 106 - 106
Total comprehensive income/(loss) for the period - - - - - - 106 -11,015 -10,909
Share capital decrease (note 20) -77,064 - -7,569 - - - - - -84,633
Dividends distributed to ordinary and preferred shares (note 20) - - - - - - - -8,463 -8,463
Treasury shares purchased (note 17) - - - - -565 -86 - - -651
Sale - disposal of treasury shares for option plan - - - - 711 - - -436 275
Share based payment transactions - - - 1,026 - - - - 1,026
Transfer among reserves - - - -1,100 - - 1,890 -790 -
Balance at 30 September 2017 231,190 22,826 22,707 2,904 -100,262 -1,131 540,399 5,281 723,914

Interim Condensed Cash Flow Statement

1

(all amounts in Euro thousands) Group Company
For the nine months ended
30/9
For the nine months ended
30/9
Note 2017 2016 2017 2016
Cash flows from operating activities
Profit/(loss) before taxes
Adjustments for:
59,080 39,899 -9,567 16,625
Depreciation/amortization & impairment of tangible and intangible assets 8.9 85,384 89,155 11,723 10,667
Provisions 5,241 2,483 860 -607
Exchange differences 20,797 30,026 1,570 271
Income from participations & investments - - - -20,625
Interest expense/income 41,305 49,856 11,854 17,364
Other adjustments 10,063 -741 696 796
Adjusted profit before changes in working capital 221,870 210,678 17,136 24,491
(Increase)/decrease in inventories -34,979 4,012 -13,061 7,789
(Increase)/decrease in trade and other receivables -19,871 -48,884 8,689 -3,838
Increase/(decrease) in operating long-term payables/receivables 1,533 2,770 -5 -
(Decrease)/increase in trade and other payables (excluding banks) -25,511 8,261 -8,687 -4,682
Cash generated from operations 143,042 176,837 4,072 23,760
Income tax paid -10,595 -4,642 -2,698 -336
Net cash flows from operating activities 132,447 172,195 1,374 23,424
Cash flows from investing activities
Acquisition of subsidiary, associate and joint venture
(Payments)/proceeds for share capital increase/decrease in subsidiaries, joint
-14,392 -93,783 - -
ventures and associates -27,602 -400 84,133 -18,000
Purchase of tangible assets and investment properties 8 -89,038 -95,409 -10,845 -11,487
Purchase of intangible assets 9 -1,246 -1,181 -1,071 -283
Proceeds from sale of tangible and intangible assets 8.9 587 1,197 74 140
Costs paid for the disposal of tangible assets 8 -602 - - -
Proceeds from dividends 1,847 4,438 792 20,725
Proceeds from sale of available-for-sale financial assets 1 2,126 - 2,126
Interest received 488 574 2 23
Net cash flows (used in)/from investing activities -129,957 -182,438 73,085 -6,756
Cash flows from financing activities
Proceeds from non-controlling interest's participation in subsidiary's share capital
increase
Costs paid for share capital increase in subsidiaries 807 - - -
Interest paid -481
-44,237
-
-52,707
-
-12,676
-
-20,591
Payments from share capital decrease of the Parent Company -84,120 - -84,120 -
Proceeds from sale of treasury shares 275 266 275 266
Payments for purchase of treasury shares -149 -10,057 -149 -10,057
Dividends paid to shareholders -8,430 -25,255 -8,430 -25,255
Dividends written-off and paid to the Greek State -23 -24 -23 -24
Dividends paid to non-controlling interests -963 -5,267 - -
Acquisition of non-controlling interests -6,914 - - -
Proceeds from borrowings 418,200 549,687 117,761 210,504
Repayment of borrowings -386,375 -400,123 -94,307 -169,955
Net cash flows (used in)/from financing activities -112,410 56,520 -81,669 -15,112
Net (decrease)/increase in cash and cash equivalents -109,920 46,277 -7,210 1,556
Cash and cash equivalents at start of period 179,710 121,733 11,218 8,626
Effects of exchange rate changes -2,525 -3,769 -368 92
Cash and cash equivalents at end of period 67,265 164,241 3,640 10,274

Contents of the notes to the interim condensed financial statements

1. General information 12
2. Basis of preparation and summary of significant accounting policies 12
3. Estimates 13
4. Seasonality of operations 13
5. Segment information 14
6. Number of employees 14
7. Income tax 15
8. Property, plant and equipment 15
9. Intangible assets 16
10. Interest in associates and joint ventures 16
11. Group composition 17
12. Business combinations 19
13. Fiscal years unaudited 20
14. Provisions 20
15. Fair value measurement 21
16. Other non-current assets 22
17. Share capital and premium 23
18. Other reserves 24
19. Earnings per share 25
20. Dividends and return of capital 25
21. Related party transactions 25
22. Contingencies and commitments 27
23. Inventories 28
24. Trade and other payables 28
25. Borrowings 28
26. Foreign exchange differences 29
27. Share-based payments 29
28. Events after the reporting period 29
29. Principal exchange rates 29

1.General information

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 21.

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 1 November 2017.

2.Basis of preparation and summary of significant accounting policies

These financial statements for the nine-month period ended 30 September 2017 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 2016.

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 2016, except for the new or revised standards, amendments and/or interpretations that are mandatory for the periods beginning on or after 1 January 2017.

There are no new standards, amendments to standards and interpretations that are mandatory for periods beginning on 1 January 2017.

New Standards and Interpretations issued but not yet effective and not early adopted by the Group and the Company. The Group and the Company are currently investigating their impact on the financial statements.

  • 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 9 (Amendments) "Prepayment Features with Negative Compensation" (effective for annual periods beginning on or after 1 January 2019 – not yet endorsed by the European Union)
  • 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 – not yet endorsed by the European Union)
  • IFRS 17 "Insurance contracts" (effective for annual periods beginning on or after 1 January 2021 – not yet endorsed by the European Union)
  • IAS 12 (Amendments) "Recognition of Deferred Tax Assets for Unrealised Losses" (effective for annual periods beginning on or after 1 January 2017 – not yet endorsed by the European Union)
  • IAS 7 (Amendments) "Disclosure initiative" (effective for annual periods beginning on or after 1 January 2017 – not yet endorsed by the European Union)
  • IFRS 2 (Amendments) "Classification and measurement of Shared-based Payment transactions" (effective for annual periods beginning on or after 1 January 2018 – not yet endorsed by the European Union)
  • IFRS 4 (Amendments) "Applying IFRS 9 Financial instruments with IFRS 4 Insurance contracts" (effective for annual periods beginning on or after 1 January 2018 – not yet endorsed by the European Union)
  • IAS 40 (Amendments) "Transfers of Investment Property" (effective for annual periods beginning on or after 1 January 2018 – not yet endorsed by the European Union)

  • IAS 28 (Amendments) "Long term interests in associates and joint ventures" (effective for annual periods beginning on or after 1 January 2019)

  • IFRIC 22 "Foreign currency transactions and advance consideration" (effective for annual periods beginning on or after 1 January 2018 – not yet endorsed by the European Union)
  • IFRIC 23 "Uncertainty over income tax treatments" (effective for annual periods beginning on or after 1 January 2019 – not yet endorsed by the European Union)
  • Annual Improvements to IFRSs 2014 (2014 – 2016 Cycle) (effective for annual periods beginning on or after 1 January 2017 – not yet endorsed by the European Union)

3.Estimates

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 2016.

4.Seasonality of operations

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.

5. Segment information

For management information purposes, the Group is structured in five operating segments: Greece and Western Europe, North America, South Eastern Europe, Eastern Mediterranean and Joint Ventures. Each operating segment is a set of countries. The aggregation of countries is based mainly 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 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, depreciation, amortization & impairment.

(all amounts in Euro thousands) Greece and
Western Europe
North America Southeastern
Europe
Eastern
Mediterranean
Total
Period from 1/1-30/9 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016
Gross revenue 241,476 243,099 667,323 584,376 179,476 156,803 114,275 187,651 1,202,550 1,171,929
Inter-segment revenue -51,615 -47,538 -167 -166 -6,235 - - - -58,017 -47,704
Revenue from external customers 189,861 195,561 667,156 584,210 173,241 156,803 114,275 187,651 1,144,533 1,124,225
Profit before interest, taxes,
depreciation, amortization and
impairment
20,409 28,025 138,842 98,031 44,183 46,103 11,086 32,837 214,520 204,996
Depreciation, amortization and
impairment of tangible and intangible
assets
-16,958 -17,321 -43,190 -40,948 -17,487 -16,846 -7,749 -14,352 -85,384 -89,467
Profit before interest and taxes 3,451 10,704 95,652 57,083 26,696 29,257 3,337 18,485 129,136 115,529
(all amounts in Euro thousands) Greece and
Western Europe
Southeastern
North America
Europe
Eastern
Mediterranean
Total
30/9/2017 31/12/2016 30/9/2017 31/12/2016 30/9/2017 31/12/2016 30/9/2017 31/12/2016 30/9/2017 31/12/2016
Total assets of segments excluding
Joint Ventures
Total assets of Joint Ventures
528,744 558,933 992,181 1,158,541 483,477 489,049 387,164 421,064 2,391,566
165,552
2,627,587
162,190
Total assets 2,557,118 2,789,777
Total liabilities 314,770 316,668 468,180 521,310 144,754 145,188 241,644 253,795 1,169,348 1,236,961

Reconciliation of profit

Finance income/expenses, 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
2017 2016
Profit before interest and taxes 129,136 115,529
Finance income 862 2,702
Finance costs -42,519 -53,126
Losses from foreign exchange differences -20,797 -30,026
Share of profit of associates 1,331 1,325
Share of (loss)/profit of joint ventures -8,933 3,495
Profit before taxes 59,080 39,899

6. Number of employees

Number of employees at the end of the reporting period: Group 5,407 (30.9.2016: 5,565), Company 843 (30.9.2016: 843).

7. Income tax

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) 2017 2016 2017 2016
Current income tax - expense -8,810 -5,404 -2,483 -
Provision for other taxes -2,217 - -2,085 -
Deferred tax (expense)/benefit -13,167 87,696 3,120 -208
Income tax recognised in income statement - (expense)/benefit -24,194 82,292 -1,448 -208
Income tax benefit/(expense) recognised in other comprehensive
income 1,514 40 -44 40
Total income tax - (expense)/benefit -22,680 82,332 -1,492 -168
The movement of the net deferred tax liabilities is analyzed as follows:
Group Company
(all amounts in Euro thousands) 2017 2016 2017 2016
Opening balance 1/1 35,626 162,980 12,438 7,518
Tax expense/(income) during the period recognised in the income
statement
13,167 -87,696 -3,120 208
Income tax (benefit)/expense recognised in other comprehensive
income
-1,514 -40 44 -40
Additions due to acquisitions - 1,605 - -
Exchange differences -1,361 -14,885 - -
Ending balance 30/9 45,918 61,964 9,362 7,686

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.

The Company's provision for other taxes amounting to €2.1 mil. concerns returning governmental subsidy that was found to be incompatible with European Legal framework according to the Law 4099/2012.

8. Property, plant and equipment

Group Company
(all amounts in Euro thousands) 2017 2016 2017 2016
Opening balance 1/1 1,573,235 1,806,179 242,777 237,883
Additions due to acquisitions (note 12) 978 13,380 - -
Additions/capitalizations 89,038 95,409 10,845 11,487
Disposals (net book value) -717 -4,007 -59 -26
Depreciation charge/impairments -81,767 -82,729 -11,718 -10,669
Transfers from inventories 282 - - -
Transfer to intangible assets (note 9) -813 -22 - -
Transfer to investment property -1,116 - -150 -
Asset revaluation surplus 140 - 150 -
Exchange differences -97,307 -97,066 - -
Other 110 193 - -
Ending balance 30/9 1,482,063
-
1,731,337
-
241,845
-
238,675
-

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 a mortgage of €4.6 million, securing its bank credit facilities.

Assets with a net book value of €717 thousand were disposed of by the Group during the nine months ended 30 September 2017 (1.1- 30.9.2016: €4,007 thousand) resulting in a net loss of €731 thousand (1.1-30.9.2016: loss €2,810 thousand). Part of this loss is cost associated with the disposal of assets amounted to €602 thousand.

During the period ended 30.9.2017, an impairment of €1.6 mil. (1.1 - 30.9.2016: €1.3 mil.) is recognized on items of property, plant and equipment of Group subsidiaries that operate in the segment of North America, 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 recognized in the profit or loss of the period ended 30.9.2017.

9. Intangible assets

(all amounts in Euro thousands)

Other intangible
Group Goodwill assets Total
Opening balance 1/1/2017 318,936 56,180 375,116
Additions 3 1,246 1,249
Disposals - -6 -6
Reclassification of assets from PPE (note 8) - 813 813
Depreciation charge/impairments - -3,814 -3,814
Exchange differences -26,026 -3,105 -29,131
Other -11 - -11
Ending balance 30/9/2017 292,902 51,314 344,216
Opening balance 1/1/2016 376,406 79,477 455,883
Additions - 1,181 1,181
Disposals - -80 -80
Additions due to acquisitions
Reclassification of assets from property, plant & equipment
5,424 - 5,424
assets (note 8) - 22 22
Depreciation charge/impairments -1,000 -5,639 -6,639
Exchange differences -20,740 -6,609 -27,349
Other - -38 -38
Ending balance 30/9/2016 360,090 68,314 428,404

Goodwill is tested for impairment at the end of each fiscal year and whenever circumstances indicate that the carrying value may be impaired.

During the period ended 30.9.2016, the Group recorded in the income statement an impairment loss of €1.0 mil. on its goodwill due to the adverse economic conditions in Greece.

Intangible assets
Company 2017 2016
Opening balance 1/1 4,458 3,153
Additions 1,071 283
Disposals (net book value) - -80
Depreciation charge/impairments -144 -164
Reclassification of assets from property, plant & equipment
assets (note 8)
- -
Ending balance 30/9 5,385 3,192

10. Investments in associates and joint ventures

The Group interim condensed financial statements incorporate the following companies with the equity method of consolidation:

a) Karierni Materiali Plovdiv AD with ownership percentage 48.711% (31.12.2016: 48.711%), Karierni Materiali AD with ownership percentage 48.764% (31.12.2016: 48.764%), Vris OOD with ownership percentage 48.764% (31.12.2016: 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% (31.12.2016: 50%). The Group has joint control over the joint venture and therefore applies the equity method of consolidation. Adocim Cimento Beton Sanayi ve Ticaret A.S. is based in Turkey and operates in the production of cement.

c) ASH Venture LLC with ownership percentage 33% (31.12.2016: 33%) which beneficiates, markets and sells fly ash. ASH Venture LLC is based in USA.

d) Ecorecovery S.A. with ownership percentage 48% (31.12.2016: 40%) that processing, managing and trading solid waste for the production of alternative fuels. The company is based in Greece. On 11 January 2017, the Group acquired an additional 8% in Ecorecovery S.A. by paying consideration amounted to €160 thousand.

e) Companhia Industrial De Cimento Apodi (Apodi) with ownership percentage 50% (31.12.2016: 47%). The Group has joint control over the joint venture and therefore applies the equity method of consolidation. Apodi is based in Brazil and operates in the production of cement. During 2017, the Group's percentage ownership in Apodi has been increased, due to the acquisition of the non-controlling interest of the subsidiary Brazcem Participacoes S.A. (note 12).

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 analyzed as follows:

30/09/2017 31/12/2016
Opening balance 1/1 170,803 82,508
Share of (loss)/profit of associates and joint ventures -7,602 492
Dividends -1,686 -4,918
Acquisition of joint venture - 105,705
Additional costs for the acquisition of joint venture 710 -
Share capital increases 28,678 2,234
Change in ownership interests 160 87
Change in consolidation method - -10,222
Exchange differences -17,482 -5,071
Other comprehensive losses - -12
Ending balance 173,581 170,803

11. Group composition

30/09/2017 31/12/2016
Subsidiary, associate and joint
Country of
% of investment (*) % of investment (*)
venture name incorporation Nature of business Direct Indirect Direct Indirect
Full consolidation method
Τitan Cement Company S.A Greece Cement producer Parent company Parent company
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 99.910 0.090
Intertitan Trading International S.A. Greece Trading company 99.999 0.001 99.999 0.001
KTIMET Quarries S.A. (1) Greece Quarries & aggregates - - - 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
Brazcem Participacoes S.A. (2) Brazil Investment holding company - 100.000 - 94.000
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 (1) Bulgaria Ready mix - - - 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
Titan Investment EAD (3) Bulgaria Own/develop real estate - 99.989 - -
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
Balkcem Ltd (1) Cyprus Investment holding company - - - 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
Terret Enterprises Ltd (1) Cyprus Investment holding company - - - 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 (1) Cyprus Investment holding company - - - 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
Arresa Marine Co (3) Marshall Islands Shipping - 100.000 - -
Adocim Marmara Cimento Beton Processing and trading of
Sanayi ve Ticaret A.S. Turkey cement - 100.000 - 100.000

11. Group composition (continued)

Notes to the Interim Condensed Financial Statements

30/09/2017 31/12/2016
Country of % of investment (*) % of investment (*)
Subsidiary, associate and joint venture name 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
Sales of fly ash processing
equipment
- 100.000 - 100.000
ST Equipment & Technology LLC U.S.A. Trading company - 100.000 - 100.000
ST Equipment & Technology Trading Company LLC U.S.A. Ready mix - 100.000 - 100.000
Summit Ready-Mix LLC U.S.A. Cement producer - 100.000 - 100.000
Titan Florida LLC U.S.A. Quarries & aggregates - 100.000 - 100.000
Titan Mid-Atlantic Aggregates LLC U.S.A. Ready mix - 100.000 - 100.000
Titan Virginia Ready Mix LLC U.S.A. Investment holding company - 100.000 - 100.000
Τitan Αmerica LLC U.S.A. Real estate brokerage - 100.000 - 100.000
Trusa Realty LLC U.S.A. Transportation - - - 100.000
Tyson Material Transport LLC (4) U.S.A. Cement producer - 88.151 - 88.151
Cementara Kosjeric AD Serbia Trading company - 88.151 - 88.151
Stari Silo Company DOO Serbia Trading company - 88.151 - 88.151
TCK Montenegro DOO Montenegro
Esha Material DOOEL F.Y.R.O.M Quarries & aggregates - 88.151 - 88.151
GAEA Zelena Alternative Enerjia DOOEL F.Y.R.O.M Alternative fuels
Renting and leasing of
machines, equipment and
- 100.000 - 100.000
MILLCO-PCM DOOEL F.Y.R.O.M 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 Kosovo Quarries & aggregates - 88.151 - 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. (4) Holland Investment holding company - - - 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

18

Notes to the Interim Condensed Financial Statements

11. Group composition (continued)

30/09/2017 31/12/2016
Country of % of investment (*) % of investment (*)
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 (5) Brazil Cement producer - 50.000 - 47.000
Apodi Concretos Ltda (5) Brazil Ready mix - 50.000 - 47.000
ASH Venture LLC U.S.A. Processing of fly ash - 33.000 - 33.000
Ecorecovery SA (5) Greece Engineering design services for
solid and liquid waste facilities
- 48.000 - 40.000
Karierni Materiali Plovdiv 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

Significant Group structure changes

1) Merges of the subsidiaries Balkcem Ltd, Tithys Ltd, Zlatna Panega Beton EOOD, Terret Enterprises Ltd and KTIMET Quarries S.A. by their parent companies, also Group's subsidiaries

2) Increase in percentage ownership of a subsidiary (note 12)

3) Acquisition of the subsidiaries Titan Investment EAD and Arresa Marine Co (note 12)

4) Liquidation of the subsidiaries Holtitan BV and Tyson Material Transport LLC

5) Increase in percentage ownership of the associates (note 10)

The movement of the Company's investments in subsidiaries, is analyzed as follows:

(all amounts in Euro thousands) 30/09/2017 31/12/2016
Participation in subsidiaries on 1 January 862,657 844,762
Share capital (decrease)/increase in subsidiaries -84,133 17,651
Other 315 244
Participation in subsidiaries 778,839 862,657

12. Business combinations

For the period ended 30.9.2017

Τhe Group acquired all the voting rights of the company Titan Investment EAD, which is based in Bulgaria and operates in the construction and trade of real estate, by derecognizing receivables of €980 thousand and recognizing goodwill of €2 thousand. At the date of the acquisition, the company had net assets of €978 thousand. The aforementioned company is incorporated in the consolidated financial statements with the full method.

Moreover, the Group acquired 100% of the Arresa Marine CO company by paying consideration of €0,5 thousand and recognizing an equal amount of goodwill. The newly acquired company is a shipping company based in the Marshall Islands and it is incorporated in the consolidated financial statements with the full method from the date of acquisition.

Finally, the Group has acquired the non-controlling interest of the subsidiary Brazcem Participacoes S.A. for consideration of €7.6 million.

For the period ended 30.9.2016

The Group acquired: a) the remaining 50% of the joint venture Adocim Marmara Cimento Beton Sanayi ve Ticaret A.S., b) the companies Esha Material DOOEL in FYROM and Esha Material LLC in Kosovo and c) the Brazilian company Benim Empreendimentos e Patricipacoes S.A., which was renamed to Brazcem Participacoes S.A..

Details of these business combinations were disclosed in note 30 of the Group's annual financial statements for the year ended 31 December 2016.

13. Fiscal years unaudited

(1) Τitan Cement Company S.A 2010-2016 Aeas Netherlands B.V. 2010-2016
(2) Aeolian Maritime Company - Titan Cement U.K. Ltd 2015-2016
(1) Albacem S.A. 2012-2016 (3) Τitan Αmerica LLC 2014-2016
(1) Arktias S.A. 2011-2016 Separation Technologies Canada Ltd 2014-2016
(1) Interbeton Construction Materials S.A. 2007-2016 Stari Silo Copmany DOO 2008-2016
(1) Intertitan Trading International S.A. 2012-2016 Cementara Kosjeric DOO 2006-2016
(1) Porfirion S.A. 2011-2016 TCK Montenegro DOO 2007-2016
(1) Vahou Quarries S.A. 2011-2016 Double W & Co OOD 2011-2016
(1) Quarries Gournon S.A. 2011-2016 Granitoid AD 2011-2016
(1) Quarries of Tagaradon Community S.A. 2011-2016 Gravel & Sand PIT AD 2011-2016
(1) Aitolika Quarries S.A. 2011-2016 Zlatna Panega Beton EOOD 2011-2016
(1) Sigma Beton S.A. 2011-2016 Zlatna Panega Cement AD 2011-2016
(1) Titan Atlantic Cement Industrial and
Commercial S.A. 2011-2016 Titan Investment EAD 2016
(1) Titan Cement International Trading S.A. 2012-2016 Cement Plus LTD 2014-2016
(1) KTIMET Quarries S.A. 2011-2016 Rudmark DOOEL 2006-2016
Aemos Cement Ltd 2012 -2016 Esha Material LLC 2016
Alvacim Ltd 2010-2016 Esha Material DOOEL 2016
Balkcem Ltd 2012-2016 Usje Cementarnica AD 2009-2016
Iapetos Ltd 2007-2016 Titan Cement Netherlands BV 2010-2016
Rea Cement Ltd 2012-2016 Alba Cemento Italia, SHPK 2012-2016
Themis Holdings Ltd 2012-2016 Antea Cement SHA 2015-2016
Tithys Ltd 2012-2016 Sharr Beteiligungs GmbH 2011-2016
Feronia Holding Ltd 2007-2016 Kosovo Construction Materials L.L.C. 2010-2016
Vesa DOOL 2006-2016 SharrCem Sh.P.K 2011-2016
Trojan Cem EOOD 2011-2016 (2) Alexandria Development Co.Ltd -
Dancem APS 2010-2016 Alexandria Portland Cement Co. S.A.E 2010-2016
Titan Global Finance PLC 2007-2016 GAEA Green Alternative Energy Assets Ltd 2012-2016
Terret Enterprises Ltd 2012-2016 Beni Suef Cement Co.S.A.E. 2009-2016
Salentijn Properties1 B.V. 2010-2016 East Cement Trade Ltd 2006-2016
Titan Cement Cyprus Limited 2011-2016 Titan Beton & Aggregate Egypt LLC 2010-2016
KOCEM Limited 2007-2016 (2) Titan Egyptian Inv. Ltd -
Fintitan S.R.L. 2011-2016 Green Alternative Energy Assets EAD 2012-2016
Cementi Crotone S.R.L. 2011-2016 GAEA Zelena Alternative Enerjia DOOEL 2013-2016
Cementi ANTEA SRL 2010-2016 GAEA Enerjia Alternative e Gjelber Sh.p.k. 2014-2016
Colombus Properties B.V. 2010-2016 GAEA -Green Alternative Energy Assets 2016
Brazcem Participacoes S.A. 2016 MILLCO-PCM DOOEL 2016
Holtitan BV 2010-2016 Adocim Marmara Cimento Beton Sanayi ve
Ticaret A.S.
-

(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.

(2) Under special tax status.

(3) Companies operating in the U.S.A. are incorporated in the Titan America LLC subgroup (note 11).

14. Provisions

Group

Group provisions presented in short and long term liabilities on 30 September 2017 amounted to €30.0 mil. (31.12.2016: €29.6 mil.). The above amount includes among others, the provision for the rehabilitation of quarries amounting to €17.0 mil. (31.12.2016: €17.2 mil.), the

provision for staff costs of €6.4 mil. (31.12.2016: €5.8 mil.) and other provisions for risks, none of which are individually material to the Group.

Company

Company provisions presented in short and long term liabilities on 30 September 2017 amounted to €11.3 mil. (31.12.2016: €10.3 mil.). The above amount includes among others, the provision for the rehabilitation of quarries amounting to €2.4 mil. (31.12.2016: €2.4 mil.), the provision for staff costs of €6.4 mil. (31.12.2016: €5.8 mil.) and the provision of €2.1 mil. for other taxes (note 7).

15. Fair value measurement

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
30/09/2017 31/12/2016 30/09/2017 31/12/2016 30/09/2017 31/12/2016 30/09/2017 31/12/2016
Financial assets
Available for-sale financial assets 667 1,065 667 1,065 122 122 122 122
Other non-current assets 6,684 8,274 6,684 8,274 2,737 2,727 2,737 2,727
Derivative financial instruments 2,457 1,387 2,457 1,387 - - - -
Financial liabilities
Long term borrowings 764,494 710,965 805,137 737,873 377,110 310,678 395,318 322,419
Short term borrowings 60,576 129,499 60,576 129,843 107 42,442 107 42,608
Derivative financial instruments 6,011 - 6,011 - - - - -
Other non-current liabilities 2,604 1,492 2,604 1,492 144 142 144 142
Put option (note 22) 11,764 9,658 11,764 9,658 - - - -

Note: Derivative financial instruments consist of fx forwards, cross currency interest rate swaps (CCS), interest rate swaps (IRS) and oil swaps.

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.

Fair value hierarchy

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.

Group Company
(all amounts in Euro thousands) Fair value Fair value Fair value
30/09/2017 31/12/2016 30/09/2017 31/12/2016 hierarchy
Assets
Investment property 10,936 9,820 9,276 9,126 Level 3
Available for-sale financial assets
Other available-for-sale financial assets 667 1,065 122 122 Level 3
Derivative financial instruments 2,457 1,387 - - Level 2
Liabilities
Long-term borrowings 805,137 737,873 395,318 322,419 Level 2
Short-term borrowings 60,576 129,843 107 42,608 Level 2
Derivative financial instruments 6,011 - - - Level 2
Put option (note 22) 11,764 9,658 - - 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 September 2017.

The fair value of level 3 investment property is estimated by the Group and the Company by external, independent, certified valuators. The fair value measurement of the investment property of the Company has been mainly conducted in accordance with the comparative method or the current market values of similar properties. The main factors that were taken into consideration, are the property location, the surface area, the local urban planning, the bordering road networks, the regional infrastructure, the property maintenance status and merchantability, the technical construction standards in the case of buildings and the impact of environmental issues if any.

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:

15. Fair value measurement (continued)

Level 2

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 fx forwards, cross currency interest rate swaps, interest rate swaps and oil swaps.

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.

In March 2017, the Group's subsidiary in USA, Titan America LLC (TALLC), entered into a €-dollar fx forward agreement until June 2017 and from June to October 2017, as well as from September to January 2018, in order to hedge relative fx risk. In addition, in March 2017, TALLC entered into an oil swap agreement essentially converting the floating prices of the US oil to fixed oil prices on a monthly basis and up to December 2017.

Level 3

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:

30/09/2017 31/12/2016
Gross margin growth rate 4.6% 26.0%
Discount rate 8.2% 8.2%

In addition to the above, forecast cash flows for the following two 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:

Sensitivity analysis of Group's gross margin growth changes:

(all amounts in Euro thousand) Effect on the fair value
Increase by half the gross margin growth rate: 388
Decrease by half the gross margin growth rate: -301

16. Other non-current assets

(all amounts in Euro thousand) Group Company
30/09/2017 31/12/2016 30/09/2017 31/12/2016
Utility deposits 2,977 2,987 2,585 2,597
Excess benefit plan assets 4,013 4,364 - -
Notes receivable - trade 28 459 - -
Other non-current assets 3,679 4,828 1,045 622
10,697 12,638 3,630 3,219

17. Share capital and premium

(all amounts are shown in Euro thousands unless otherwise stated)

Shares issued and fully paid Ordinary shares Preference shares Total
Number of
shares
€'000 Number of
shares
€'000 Share premium
€'000
Number of
shares
€'000
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
Balance at 1 January 2017 77,063,568 308,254 7,568,960 30,276 22,826 84,632,528 361,356
Share capital decrease - -77,064 - -7,569 - - -84,633
Balance at 30 September 2017 77,063,568 231,190 7,568,960 22,707 22,826 84,632,528 276,723
Ordinary shares Preference shares Total
Treasury shares Number of
shares
€'000 Number of
shares
€'000 Number of
shares
€'000
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
Balance at 1 January 2017 3,871,677 100,408 85,514 1,045 3,957,191 101,453
Purchase of treasury shares 26,000 566 5,909 85 31,909 651
Sale of treasury shares -27,445 -711 - - -27,445 -711
Balance at 30 September 2017 3,870,232 100,263 91,423 1,130 3,961,655 101,393

In the nine months of 2017, the average price of Titan Cement Company S.A. ordinary shares was €23.73 (1.1-30.9.2016: €19.11) and the trading price of the ordinary shares as at 30 September 2017 was €21.42 (30.9.2016: €20.98).

18. Other reserves

(all amounts in Euro thousands)

Group Legal reserve Special
reserve
Contingency
reserve
Tax exempt
reserves under
special laws
Revaluation
reserve
Actuarial
differences
reserve
Ηedging reserves Foreign
currency
translation
reserve
Total other
reserves
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
Balance at 1 January 2017 96,501 572,870 333,294 93,754 45,545 138 41,115 -343,853 839,364
Other comprehensive loss - - - - -302 - - -89,828 -90,130
Non-controlling interest's put option recognition - - - - -1,264 - - - -1,264
Transfer from reserves & retained earnings -2,887 7 1,100 4,781 13,606 - - -221 16,386
Balance at 30 September 2017 93,614 572,877 334,394 98,535 57,585 138 41,115 -433,902 764,356
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 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
Balance at 1 January 2017 72,950 3,550 321,404 90,379 2,409 -636 48,347 538,403
Other comprehensive income - - - - 106 - - 106
Transfer among reserves 790 - 1,100 - - - - 1,890
Balance at 30 September 2017 73,740 3,550 322,504 90,379 2,515 -636 48,347 540,399

18. Other reserves (continued)

In the statement of other comprehensive income, the exchange differences resulting from the translation of foreign operations in the nine months of 2017 amounted to a loss of €88.6 mil. (30.9.2016: loss of €73.7 mil.), of which €85.4 mil. (30.9.2016: €63.4 mil.) are attributable to the shareholders of the Parent Company and €3.2 mil. (30.9.2016: €10.3 mil.) to the non-controlling interests. The increase of €14.9 mil. between the two periods is mainly due to the weakening of US dollar against Euro.

19. Earnings per share

2

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).

20. Dividends and return of capital

For the period ended 30.9.2017

On 12 May 2017, the Annual General Assembly of Shareholders, declared the distribution of dividend of a total amount of €8,463 thousand i.e. €0.10 per share and, in addition, a return of capital of a total amount of €84,633 thousand i.e. €1.00 per share. Pursuant to article 16 paragraph 8 of L. 2190/1920, the final distributed amounts per share were increased by the amount corresponding to the treasury shares held by the Company.

For the period ended 30.9.2016

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 of a total amount of €25,390 corresponding to €0.30 per share (ordinary or preference). Pursuant to article 16 paragraph 8 of L. 2190/1920, the final distributed amounts per share were increased by the amount corresponding to the treasury shares held by the Company.

21. Related party transactions

Transactions with related parties during the nine month period ending 30 September 2017 as well as balances with related parties as at 30 September 2017 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 - 221 2 231
Executives and members of the Board - - 4 -
- 221 6 231
Company
Aeolian Maritime Company - - - 252
Interbeton Construction Materials S.A. 19,601 5,539 5,033 1,909
Intertitan Trading International S.A. 4,632 - 2,520 -
Adocim Marmara Cimento Beton Sanayi ve Ticaret A.S. 626 - - -
Aemos Cement Ltd 698 - - -
Alexandria Portland Cement Co. S.A.E. 929 4 2,950 4
Antea Cement SHA 3,033 - 1,688 -
Beni Suef Cement Co.S.A.E. 1,534 - 5,001 -
Cementara Kosjeric AD 668 - 179 -
Essex Cement Company LLC 30,105 - 1,323 14
Fintitan SRL 294 - - -
Iapetos Ltd 19 - 18 -
Roanoke Cement LLC 4,184 - - -
Sharrcem SH.P.K. 1,053 - 230 -
T.C.U.K. Ltd 12,334 - 260 2
Titan America LLC 4,140 - 1,243 5
Titan Florida LLC 10,222 1 - -
Titan Beton & Aggregate Egypt LLC 6 - 25 -
Titan Global Finance PLC - 11,629 - 380,878
Usje Cementarnica AD 7,016 - 591 -
Zlatna Panega Cement AD 830 - 270 -
Other subsidiaries 20 12 7 -
Other interrelated parties - 221 2 231
Executives and members of the Board - - 4 -
101,944 17,406 21,344 383,295

21. Related party transactions (continued)

Transactions with related parties during the nine month period ending 30 September 2016 as well as balances with related parties as at 31 December 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 - 581 - 179
Executives and members of the Board - - 15 -
- 581 15 179
Company
Aeolian Maritime Company - - - 252
Interbeton Construction Materials S.A. 15,367 3,755 8,368 4,838
Intertitan Trading International S.A. 4,499 - 1,265 -
Gournon Quarries S.A. - - 1 -
Adocim Cimento Beton Sanayi ve Ticaret A.S. 787 - 7 -
Adocim Marmara Cimento Beton Sanayi ve Ticaret A.S. 757 - - -
Alexandria Portland Cement Co. S.A.E 852 - 2,126 -
Antea Cement SHA 1,224 - 265 -
Beni Suef Cement Co.S.A.E. 1,381 - 3,592 -
Cementara Kosjeric AD 727 - 188 -
Cementi Crotone S.R.L. 252 - 84 -
Essex Cement Company LLC 25,777 67 1,054 12
Fintitan S.r.l. 6,627 - 2,990 -
Iapetos Ltd - - 795 -
Roanoke Cement LLC 1,991 - 299 -
Sharrcem SH.P.K 1,137 - 268 -
T.C.U.K. Ltd 15,514 25 2,499 -
Τitan Αmerica LLC 3,559 6 1,499 2
Titan Beton & Aggregate Egypt LLC - - 19 -
Titan Florida LLC 2,980 - - -
Titan Global Finance PLC - 16,902 459 357,996
Usje Cementarnica AD 5,541 - 730 -
Zlatna Panega Cement AD 746 - 143 -
Other subsidiaries 25 - 3 -
Other interrelated parties - 581 - 179
Executives and members of the Board - - 15 -
89,743 21,336 26,669 363,279

Key management compensation

(all amounts in Euro thousands) Group Company
For the nine months ended 30/9 For the nine months ended 30/9
2017 2016 2017 2016
Salaries and other short-term employee benefits 5,464 6,274 5,464 6,274

22. Contingencies and Commitments

(all amounts in Euro thousands)

Contingent liabilities

Group Company
30/09/2017 31/12/2016 30/09/2017 31/12/2016
Guarantees to third parties on behalf of subsidiaries - - 836,079 874,835
Bank guarantee letters 27,907 28,808 5,016 4,499
Other 2,350 3,512 - -
30,257 32,320 841,095 879,334

On 30.9.2017, Adocim Cimento Beton Sanayi ve Ticaret A.S. had contingent liabilities in the form of bank guarantee letters amounting to €891 thousand (31.12.2016: €714 thousand).

Litigation matters in Egypt

There was no significant change in Egyptian litigation matters during the first nine months of 2017.

Put option in Antea

The Group had granted to non controlling interest shareholder (International Finance Corporation - IFC) the option to sell its shares in ANTEA Cement SHA (Antea) at predetermined conditions. On 30 September 2017, the option's fair value of €11.8 mil. (31.12.2016: €9.7 mil.) is recognized as a current liability in the statement of financial position.

Contingent tax liability

The financial years, referred to in note 13, 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.

Contingent assets

(all amounts in Euro thousands) Group Company
30/09/2017 31/12/2016 30/09/2017 31/12/2016
Bank guarantee letters for securing trade
receivables 20,240 20,904 8,458 10,390
Other collaterals against trade receivables 5,187 6,385 354 354
25,427 27,289 8,812 10,744
Collaterals against other receivables 1,776 1,421 1,776 1,421
27,203 28,710 10,588 12,165

Capital commitments

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
30/09/2017 31/12/2016 30/09/2017 31/12/2016
Property, plant and equipment 2,056 702 - -

22. Contingencies and Commitments (continued)

Purchase commitments

Energy supply contracts (electricity etc.)

Group Company
(all amounts in Euro thousands) 30/09/2017 31/12/2016 30/09/2017 31/12/2016
Not later than 1 year 783 600 - -

In addition to the aforementioned purchase commitments, the Group's US subsidiaries have entered into a contract to purchase raw materials and manufacturing supplies as part of their on-going operations in Florida. This contract includes the purchase of construction aggregates through a multi-year agreement at prevailing market prices.

Operating lease commitments - where a Group company is the lessee

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) 30/09/2017 31/12/2016 30/09/2017 31/12/2016
Not later than 1 year 11,262 9,517 731 672
Later than 1 year and not later than 5 years 28,999 25,040 1,396 1,367
Beyond 5 years 7,995 7,864 - -
48,256 42,421 2,127 2,039

23. Inventories

The increase in Group inventories by €20.0 mil. is mainly due to the increased deliveries of spare parts and solid fuels.

24. Trade and other payables

The decrease in Group trade and other payables by €47.3 mil. includes the impact from foreign exchange differences amounting to €18.8 mil.. The organic change of the €28.5 mil. is mainly due to the decreased customer prepayments in Egypt amounted to €10.6 mil. and the repayment of the remaining €13.2 mil. consideration transferred for joint venture's acquisition.

25. Borrowings

On 19 January 2017, Group subsidiary Titan Global Finance PLC repaid at the maturity €88 mil.of the outstanding 8.75% guaranteed notes.

The Group subsidiary Titan Global Finance PLC (TGF) entered into a €300 mil. multi-currency revolving credit facility with a syndicate of Greek and international banks. The contract was signed on 10 April 2017, in London. The facility, which is guaranteed by Titan Cement S.A., matures in January 2022 and it was used for refinancing credit facilities and financing general corporate purposes.

26. Foreign exchange differences

The variance of €9.2 mil. in the account "losses from foreign exchange differences" in the income statement for the period ended 30 September 2017 compared to the 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.

27. Share-based payments

On 12 May 2017, 263,680 share options were granted to Group executives under the new three-year Stock Option Programme of 2017. The exercise price of the options is €10.0. The final option rights number, which the beneficiaries will be entitled to exercise will depend: a) by 50% on the average three year Return on Average Capital Employed (ROACE) compared to the target of each year period and b) by 50% on the overall performance of the Company's common share compared to the average overall performance of the shares of the eight predefined international cement producing companies.

The fair value of the options granted in 2017 was €6.6 per option, determined using the Binomial Method and the Monte Carlo Simulation valuation model. The significant inputs used in the aforementioned methodologies were the share price at grant date of €25.8, the employee forfeiture rate 4.5%, the volatility of the share price estimated at 42.82%, the dividend yield of 0.9% and the yield of the 1 year EURIBOR rate of -0.127%.

28. Events after the reporting period

There are no subsequent events to September 30, 2017 which would materially influence the Group's and the Company's financial position.

Balance sheet 30/09/2017 31/12/2016 30/9/2017 vs 31/12/2016
€1 = USD 1.18 1.05 12.0%
€1 = EGP 20.84 19.07 9.3%
€1 = TRY 4.20 3.71 13.3%
€1 = BRL 3.74 3.44 8.9%
€1 = RSD 119.37 123.47 -3.3%
1USD=EGP 17.65 18.09 -2.4%
Profit and loss Ave 9M 2017 Ave 9M 2016 Ave 9M 2017 vs 9M 2016
€1 = USD 1.11 1.12 -0.2%
€1 = EGP 19.95 9.62 107.4%
€1 = TRY 4.00 3.28 22.0%
€1 = BRL 3.54 3.96 -10.6%
€1 = RSD 122.15 123.05 -0.7%

29. Principal exchange rates

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