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Titan S.A.

Quarterly Report May 11, 2017

4014_10-q_2017-05-11_a1a9eb4e-029a-45ad-817d-40559e08a97d.pdf

Quarterly Report

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Interim Condensed Financial Statements for the period 1 January – 31 March 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.
9

The Interim Condensed Financial Statements, presented through pages 3 to 23 both for the Group and the Parent Company, have been approved by the Board of Directors on 10th of May 2017.

Chairman of the Board of Directors

EFSTRATIOS -GEORGIOS ATH. ARAPOGLOU ID No AB309500

DIMITRIOS TH. PAPALEXOPOULOS ID No ΑΚ031353

Chief Financial Officer

Finance Director Greece

Financial Consolidation Senior Manager

MICHAEL H. COLAKIDES Passport No K00215552

ID No ΑΒ291692

ID No ΑΝ023225 GRIGORIOS D. DIKAIOS ATHANASIOS S. DANAS

Chief Executive Officer

Interim Condensed Income Statement

(all amounts in Euro thousands) Group Company
For the three months ended 31/3 For the three months ended 31/3
Note 2017 2016 2017 2016
Sales of goods 5 361,835 337,790 60,742 63,287
Cost of sales -275,249 -258,572 -50,469 -48,515
Gross profit before depreciation, amortization and
impairment
86,586 79,218 10,273 14,772
Other income 3,223 2,238 4,064 3,628
Administrative expenses -30,238 -29,549 -10,589 -9,021
Selling and marketing expenses -5,495 -5,292 -48 -55
Other expenses -2,972 -3,291 -508 -267
Profit before interest, taxes, depreciation, amortization
and impairment
51,104 43,324 3,192 9,057
Depreciation and amortization related to cost of sales 8,9 -26,794 -26,720 -3,850 -3,147
Depreciation and amortization related to administrative
and selling expenses
8,9 -1,735 -1,570 -318 -285
Reversal of impairment of tangible and intangible
assets related to cost of sales
8,9 - 9 - -
Profit/(loss) before interest and taxes 22,575 15,043 -976 5,625
Income from participations and investments - - - 20,625
Finance income 198 514 - 1
Finance costs -13,997 -15,897 -4,028 -5,268
Losses from foreign exchange differences 23 -4,980 -25,112 -647 -1,480
Share of (loss)/profit of associates and joint ventures 10 -4,493 487 - -
(Loss)/profit before taxes -697 -24,965 -5,651 19,503
Income tax 7 -3,230 4,052 1,392 52
(Loss)/profit for the period -3,927 -20,913 -4,259 19,555
Attributable to:
Equity holders of the parent -3,871 -18,594
Non-controlling interests -56 -2,319
-3,927 -20,913
Basic losses per share (in €) 17 -0.0480 -0.2271

The primary financial statements should be read in conjunction with the accompanying notes.

Diluted losses per share (in €) 17 -0.0477 -0.2262

Interim Condensed Statement of Comprehensive Income

(all amounts in Euro thousands) Group Company
For the three months ended
31/3
For the three months ended
31/3
Note 2017 2016 2017 2016
(Loss)/profit for the period -3,927 -20,913 -4,259 19,555
Other comprehensive loss:
Other comprehensive loss to be reclassified to profit or loss in
subsequent periods:
Exchange differences on translation of foreign operations 16 -13,208 -85,312 - -
Net losses on available-for-sale financial assets - -469 - -469
Income tax effect 7 - 136 - 136
- -333 - -333
Currency translation differences on transactions designated as
part of net investment in foreign operation
-1,188 - - -
Income tax effect 7 267 - - -
-921 - - -
Net other comprehensive loss to be reclassified to profit or loss
in subsequent periods: -14,129 -85,645 - -333
Other comprehensive loss for the period, net of tax -14,129 -85,645 - -333
Total comprehensive (loss)/income for the period net of tax -18,056 -106,558 -4,259 19,222
Attributable to:
Equity holders of the parent -17,260 -92,988
Non-controlling interests -796 -13,570
-18,056 -106,558

Interim Condensed Statement of Financial Position

(all amounts in Euro thousands) Group Company
Assets Note 3/31/2017 12/31/2016 3/31/2017 12/31/2016
Property, plant & equipment 8 1,563,904 1,573,235 242,202 242,777
Investment properties 14 9,811 9,820 9,126 9,126
Intangible assets and goodwill 9 370,004 375,116 4,709 4,458
Investments in subsidiaries 11 - - 821,615 862,657
Investments in associates & joint ventures 10 178,894 170,803 - -
Derivative financial instruments 14 765 1,386 - -
Available-for-sale financial assets 14 1,065 1,065 122 122
Other non-current assets 14, 20 11,167 12,638 2,755 3,219
Deferred tax asset 7 16,689 20,971 - -
Non-current assets 2,152,299 2,165,034 1,080,529 1,122,359
Inventories 22 270,254 248,924 67,874 57,768
Trade receivables 115,875 123,466 45,853 54,072
Other receivables and prepayments 91,260 72,642 68,137 21,820
Derivative financial instruments 14 - 1 - -
Cash and cash equivalents 97,981 179,710 4,273 11,218
Current assets 575,370 624,743 186,137 144,878
Total Assets 2,727,669 2,789,777 1,266,666 1,267,237
Equity and Liabilities
Share Capital (84,632,528 shares of €4.00) 15 338,530 338,530 338,530 338,530
Share premium 15 22,826 22,826 22,826 22,826
Share options 15 3,249 2,978 3,249 2,978
Treasury shares 15 -101,516 -101,453 -101,516 -101,453
Other Reserves 16 840,109 839,364 538,403 538,403
Retained earnings 355,674 374,106 21,726 25,985
Equity attributable to equity holders of the parent 1,458,872 1,476,351 823,218 827,269
Non-controlling interests 76,030 76,465 - -
Total equity (a) 1,534,902 1,552,816 823,218 827,269
Long-term borrowings 14 683,868 710,965 257,533 310,678
Derivative financial instruments 14 2,229 - - -
Deferred tax liability 7 53,797 56,597 11,046 12,438
Retirement benefit obligations 32,883 33,961 15,912 15,870
Provisions 13 22,019 22,498 3,701 4,215
Other non-current liabilities 14 6,102 5,952 3,742 3,788
Non-current liabilities 800,898 829,973 291,934 346,989
Short-term borrowings 14, 24 130,254 129,499 102,902 42,442
Trade and other payables 251,017 266,584 42,440 44,439
Current income tax payable 3,439 3,754 - -
Provisions 13 7,159 7,151 6,172 6,098
Current liabilities 391,869 406,988 151,514 92,979
Total liabilities (b) 1,192,767 1,236,961 443,448 439,968
Total Equity and Liabilities (a+b) 2,727,669 2,789,777 1,266,666 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 16)
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
Loss for the period - - - - - - - -18,594 -18,594 -2,319 -20,913
Other comprehensive loss - - - - - - -74,394 - -74,394 -11,251 -85,645
Total comprehensive loss for the period - - - - - - -74,394 -18,594 -92,988 -13,570 -106,558
Non-controlling interest's put option recognition - - - - - - -992 - -992 390 -602
Share based payment transactions - - - 306 - - - - 306 - 306
Transfer between reserves - - - - - - -1,823 1,823 - - -
Balance at 31 March 2016 308,254 22,826 30,276 2,113 -78,960 -117 940,095 268,733 1,493,220 105,211 1,598,431
Balance at 1 January 2017
Loss for the period
308,254 22,826 30,276 2,978 -100,408 -1,045 839,364 374,106 1,476,351 76,465 1,552,816
Other comprehensive loss -
-
-
-
-
-
-
-
-
-
-
-
-
-13,389
-3,871
-
-3,871
-13,389
-56
-740
-3,927
-14,129
Total comprehensive loss for the period - - - - - - -13,389 -3,871 -17,260 -796 -18,056
Purchase of treasury shares - - - - - -63 - - -63 - -63
Costs for share capital increase in subsidiaries - - - - - - - -481 -481 - -481
Non-controlling interest's participation in share capital
increase
- - - - - - - - - 807 807
Acquisition of non-controlling interests - - - - - - 29 515 544 -544 -
Non-controlling interest's put option recognition (note 21) - - - - - - -490 - -490 98 -392
Share based payment transactions - - - 271 - - - - 271 - 271
Transfer between reserves - - - - - - 14,595 -14,595 - - -
Balance at 31 March 2017 308,254 22,826 30,276 3,249 -100,408 -1,108 840,109 355,674 1,458,872 76,030 1,534,902

Interim Condensed Statement of Changes in Equity (continued)

(all amounts in Euro thousands)

1

Company Ordinary
shares
Share
premium
Preferred
ordinary
shares
Share
options
Ordinary
treasury
shares
Preferred
treasury
shares
Other
reserves
(note 16)
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 - - - - - - - 19,555 19,555
Other comprehensive loss - - - - - - -333 - -333
Total comprehensive (loss)/income for the period - - - - - - -333 19,555 19,222
Share based payment transactions - - - 306 - - - - 306
Balance at 31 March 2016 308,254 22,826 30,276 2,113 -78,960 -117 519,417 76,263 880,072
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 - - - - - - - -4,259 -4,259
Total comprehensive loss for the period - - - - - - - -4,259 -4,259
Purchase of treasury shares - - - - - -63 - - -63
Share based payment transactions - - - 271 - - - - 271
Balance at 31 March 2017 308,254 22,826 30,276 3,249 -100,408 -1,108 538,403 21,726 823,218

Interim Condensed Cash Flow Statement

(all amounts in Euro thousands) Group Company
For the three months ended 31/3 For the three months ended 31/3
Note 2017 2016 2017 2016
Cash flows from operating activities
(Loss)/profit before taxes -697 -24,965 -5,651 19,503
Adjustments for:
Depreciation, amortization and impairment of tangible and intangible
assets
8.9 28,529 28,281 4,168 3,432
Provisions 2,156 2,654 1,400 1,135
Exchange differences 4,980 25,112 468 926
Income from participations and investments - - - -20,625
Interest expense 13,634 15,208 3,933 5,195
Other adjustments 4,984 125 194 263
Adjusted profit before changes in working capital 53,586 46,415 4,512 9,829
(Increase)/decrease in inventories -23,861 5,975 -10,106 2,626
(Increase)/decrease in trade and other receivables -19,596 -23,878 2,426 -7,671
Increase in operating long-term payables/receivables 31 3,613 4 -
Increase/(decrease) in trade and other payables (excluding banks) 4,538 18,547 -2,357 -3,669
Cash generated from/(used in) operations 14,698 50,672 -5,521 1,115
Income tax paid -1,955 -1,717 -117 -78
Net cash flows from/(used in) operating activities 12,743 48,955 -5,638 1,037
Cash flows from investing activities
Share capital increases in subsidiaries, associates and joint ventures -13,444 - - -6,760
Payments for acquiring additional percentage in associate -160 - - -
Payments for investing in joint ventures -14,070 - - -
Purchase of tangible assets and investment properties 8 -32,558 -27,050 -3,578 -4,260
Purchase of intangible assets -356 -243 -317 -34
Proceeds from sale of tangible and intangible assets 8.9 158 201 3 83
Proceeds from dividends 527 367 792 18,190
Interest received 198 162 - 1
Net cash flows (used in)/from investing activities -59,705 -26,563 -3,100 7,220
Cash flows from financing activities
Proceeds from non-controlling interest's participation in subsidiary's
share capital increase 807 - - -
Costs paid for share capital increase in subsidiaries -481 - - -
Interest paid -17,461 -23,259 -5,200 -7,955
Payments for purchase of treasury shares (note 15) -63 - -63 -
Dividends paid to non-controlling interests - -3,418 - -
Proceeds from borrowings 188,629 80,297 54,523 32,707
Repayment of borrowings -206,305 -113,587 -47,448 -35,305
Net cash flows (used in)/from financing activities -34,874 -59,967 1,812 -10,553
Net decrease in cash and cash equivalents -81,836 -37,575 -6,926 -2,296
Cash and cash equivalents at start of period 179,710 121,733 11,218 8,626
Effects of exchange rate changes 107 -5,382 -19 -105
Cash and cash equivalents at end of period 97,981 78,776 4,273 6,225

Contents of the notes to the interim condensed financial statements

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

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 19.

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 10 May 2017.

2.Basis of preparation and summary of significant accounting policies

These financial statements for the three-month period ended 31 March 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 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 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)
  • IFRS 4 (Amendments) "Applying IFRS 9 Financial instruments with IFRS 4 Insurance contracts" (effective for annual periods beginning on or after 1 January 2018)

  • IAS 40 (Amendments) "Transfers of Investment Property" (effective for annual periods beginning on or after 1 January 2018)

  • IFRIC 22 "Foreign currency transactions and advance consideration" (effective for annual periods beginning on or after 1 January 2018)
  • 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 four operating segments: Greece and Western Europe, North America, South Eastern Europe and Eastern Mediterranean. Each operating segment is a set of countries. The aggregation of countries is based mostly 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
Eastern
Europe
Mediterranean
Total
Period from 1/1-31/3 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016
Gross revenue 80,675 76,729 221,265 174,434 39,676 35,800 45,156 65,222 386,772 352,185
Inter-segment revenue -23,089 -14,339 -58 -56 -1,790 - - - -24,937 -14,395
Revenue from external customers 57,586 62,390 221,207 174,378 37,886 35,800 45,156 65,222 361,835 337,790
Profit before interest, taxes,
depreciation, amortization and
impairment
4,358 8,330 34,060 17,882 3,775 6,330 8,911 10,782 51,104 43,324
Depreciation, amortization and
impairment of tangible and intangible
assets
-5,581 -4,657 -14,806 -12,924 -5,425 -5,509 -2,717 -5,191 -28,529 -28,281
(Loss)/profit before interest and taxes -1,224 3,673 19,254 4,958 -1,650 821 6,195 5,591 22,575 15,043
(all amounts in Euro thousands) Greece and
Western Europe
North America
Southeastern
Europe
Eastern
Mediterranean
Total
31/3/2017 31/12/2016 31/3/2017 31/12/2016 31/3/2017 31/12/2016 31/3/2017 31/12/2016 31/3/2017 31/12/2016
Total assets 645,897 666,777 1,121,256 1,158,541 488,231 489,049 472,285 475,410 2,727,669 2,789,777
Total liabilities 303,731 316,668 486,521 521,310 144,536 145,188 257,979 253,795 1,192,767 1,236,961

Reconciliation of profit

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.

Group
For the three months
ended 31/3
2017 2016
Profit before interest and taxes 22,575 15,043
Finance income 198 514
Finance costs -13,997 -15,897
Losses from foreign exchange differences -4,980 -25,112
Share of (loss)/profit of associates and joint ventures -4,493 487
Loss before taxes -697 -24,965

6. Number of employees

The number of employees as at the end of the reporting period is: for the Group 5,512 (31.3.2016: 5,558) and the Company 848 (31.3.2016: 837).

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 condensed consolidated income statement and the interim condensed statement of comprehensive income are:

Group Company
For the three months
ended 31/3
For the three months
ended 31/3
(all amounts in Euro thousands) 2017 2016 2017 2016
Current income tax - expense -1,138 -903 - -
Deferred tax (expense)/benefit -2,092 4,955 1,392 52
Income tax recognised in income statement - (expense)/benefit -3,230 4,052 1,392 52
Income tax benefit recognised in other comprehensive income 267 136 - 136
Total income taxes - (expense)/benefit -2,963 4,188 1,392 188

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
2,092 -4,955 -1,392 -52
Tax income during the period recognised in the other
comprehensive income -267 -136 - -136
Exchange differences -343 -16,503 - -
Ending balance 31/3 37,108 141,386 11,046 7,330

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 31 March 2017, the net ending balance of deferred liabilities is €37.1 mil. and it consists mainly of: a) €260.3 mil. deferred tax liabilities mainly from property, plant & equipment and intangible assets and b) €223.1 mil. deferred tax assets, comprising mainly from tax loss carried forward (€156.2 mil.), from provisions and accrual expenses (€20.7 mil.), receivables and prepayments (€8.7 mil.), post-employment and termination benefits (€10.5 mil.), intangible assets (€8.5 mil.) and inventories (€4.4 mil.).

8. Property, plant and equipment

Group Company
(all amounts in Euro thousands) 2017 2016 2017 2016
Opening balance 1/1 1,573,235 1,805,719 242,777 237,423
Additions/capitalizations 32,558 27,050 3,578 4,260
Disposals (net book value) -305 -239 -6 -
Additions due to acquisition of subsidiary 978 - - -
Depreciation charge & impairments -27,265 -26,873 -4,147 -3,430
Exchange differences -15,685 -116,475 - -
Other 388 127 - -
Ending balance 31/3 1,563,904
-
1,689,309
-
242,202
-
238,253
-

The assets of the Company have not been pledged. On the Turkish subsidiary Adocim Marmara Cimento Beton Sanayi ve Ticaret A.S. assets, there is mortgage of €4.6 million, securing its bank credit facilities.

Assets with a net book value of €305 thousand were disposed of by the Group during the three months ended 31 March 2017 (1.1-31.3.2016: €239 thousand) resulting in a net loss of €147 thousand (1.1-31.3.2016: net loss €38 thousand).

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 3 356 359
Depreciation charge & impairments - -1,330 -1,330
Exchange differences -3,665 -476 -4,141
Ending balance 31/3/2017 315,274 54,730 370,004
Opening balance 1/1/2016 376,406 79,936 456,342
Additions - 243 243
Disposals - -80 -80
Depreciation charge & impairments - -1,843 -1,843
Exchange differences -25,716 -7,296 -33,012
Ending balance 31/3/2016 350,690 70,960 421,650

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

Company Intangible assets
2017 2016
Opening balance 1/1 4,458 3,612
Additions 317 33
Disposals (net book value) - -80
Depreciation charge & impairments -66 -57
Ending balance 31/3 4,709 3,508

10. Investments in associates and joint ventures

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

a) Karieri 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 47% (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.

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) 3/31/2017 31/12/2016
Opening balance 1/1 170,803 82,508
Share of (loss)/profit of associates and joint ventures -4,493 492
Dividends received -527 -4,918
Acquisition of joint venture - 105,705
Additional costs for the acquisition of joint venture 698 -
Share capital increases 13,445 2,234
Change in ownership interests 160 87
Change in consolidation method - -10,222
Exchange differences -1,192 -5,071
Other comprehensive losses - -12
Ending balance 178,894 170,803

11. Group composition

2

During the first quarter of 2017, the Group composition has not been changed, apart from the following developments:

a) the merges of the subsidiaries Balkcem Ltd, Tithys Ltd, Zlatna Panega Beton EOOD and Terret Enterprises Ltd by their parents companies, also Group's subsidiaries,

b) the liquidation of the subsidiary Holtitan BV,

c) the acquisition of the subsidiaries Titan Investment EAD and Arresa Marine Co (note 12) and

d) the increase in percentage ownership of the associate Ecorecovery S.A. from 40% to 48% (note 10).

Movement of the Company's participation in subsidiaries

(all amounts in Euro thousands) 3/31/2017 12/31/2016
Participation in subsidiaries on 1 January 862,657 844,762
Share capital (decrease)/increase in subsidiaries -41,123 17,651
Other 81 244
Participation in subsidiaries 821,615 862,657

12. Business combinations

During the first quarter of 2017, the 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 derecognising receivables of €978 thousand and recognising goodwill of €2 thousand. On 31 March 2017, the Group holds 99,989% of the aforementioned company and incorporates it 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 recognising 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.

13. Provisions

Group

Group provisions presented in short and long term liabilities as at 31 March 2017 amounted to €29.2 mil. (31.12.2016: €29.6 mil.).

The above amount includes among others, the provision for the rehabilitation of quarries amounting to €17.2 mil. (31.12.2016: €17.2 mil.), the provision for staff costs of €7.1 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 as at 31 March 2017 amounted to €9.8 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.) and the provision for staff costs of €7.1 mil. (31.12.2016: €5.8 mil.).

14. 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
3/31/2017 12/31/2016 3/31/2017 12/31/2016 3/31/2017 12/31/2016 3/31/2017 12/31/2016
Financial assets
Available for-sale financial assets 1,065 1,065 1,065 1,065 122 122 122 122
Other non-current assets 6,772 8,274 6,772 8,274 2,727 2,727 2,727 2,727
Derivative financial instruments 765 1,387 765 1,387 - - - -
Financial liabilities
Long term borrowings 683,868 710,965 710,042 737,873 257,533 310,678 269,239 322,419
Short term borrowings 130,254 129,499 130,254 129,843 102,902 42,442 102,902 42,608
Derivative financial instruments 2,229 - 2,229 - - - - -
Other non-current liabilities 1,747 1,492 1,747 1,492 142 142 142 -
Put option (note 21) 10,050 9,658 10,050 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 at 31 March 2017.

Group Company Fair value
hierarchy
(all amounts in Euro thousands) Fair value Fair value
3/31/2017 12/31/2016 3/31/2017 12/31/2016
Assets
Investment property 9,811 9,820 9,126 9,126 Level 3
Available for-sale financial assets 1,065 1,065 122 122 Level 3
Derivative financial instruments 765 - - - Level 2
Liabilities
Long-term borrowings 710,042 737,873 269,239 322,419 Level 2
Short-term borrowings 130,254 129,843 102,902 42,608 Level 2
Derivative financial instruments 2,229 - - - Level 2
Put option (note 21) 10,050 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 three-month period ended 31 March 2017.

14. Fair value measurement (continued)

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 included in 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 2

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 fx forward agreement in €-dollar until June 2017 in order to hedge relative fx risk. In addition, 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, with effective date 3 April 2017 and termination date 8 January 2018. This transaction was undertaken in order to partially hedge the volatile purchased prices of the specific commodity by TALLC.

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:

3/31/2017 12/31/2016
Gross margin growth rate 26.0% 26.0%
Discount rate 8.2% 8.2%

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 in the forecast cash flows or in the gross margin growth rate 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 change in the gross margin growth rate, 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 5 percentage points in the gross margin growth rate: +310
Decrease by 5 percentage points in the gross margin growth rate: -277

15. Share capital and premium

(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 2016 77,063,568 308,254 7,568,960 30,276 22,826 84,632,528 361,356
Balance at 31 March 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
Balance at 31 March 2017 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 2016 2,760,593 78,960 5,919 117 2,766,512 79,077 Balance at 31 March 2016 2,760,593 78,960 5,919 117 2,766,512 79,077

Balance at 1 January 2017 3,871,677 100,408 85,514 1,045 3,957,191 101,453 Treasury shares purchased - - 4,388 63 4,388 63 Balance at 31 March 2017 3,871,677 100,408 89,902 1,108 3,961,579 101,516

In
the
first
three
months
of
2017,
the
average
price
of
Titan
Cement
Company
S.A.
ordinary
shares
was
€22.41
(1.1.-31.3.2016:
€17.39)
and
the
trading
price
of
the
ordinary
shares
as
at
31
March
2017 was €23.90 (31.3.2016: €18.89).

16. 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 - - - - -333 - - -74,061 -74,394
Non-controlling interest's put option recognition - - - - -992 - - - -992
Transfer from reserves - - - - -1,823 - - - -1,823
Balance at 31 March 2016 93,112 569,227 301,075 117,563 47,238 1,001 41,115 -230,236 940,095
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 - - - - - - - -13,389 -13,389
Acquisition of non-controlling interests - - - - - - - 29 29
Non-controlling interest's put option recognition - - - - -490 - - - -490
Transfer to/from reserves and retained earnings -3,566 - - 2,534 15,788 - - -161 14,595
Balance at 31 March 2017 92,935 572,870 333,294 96,288 60,843 138 41,115 -357,374 840,109

`

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 - - - - -333 - - -333
Balance at 31 March 2016 69,952 3,550 289,182 105,379 2,175 832 48,347 519,417
Balance at 1 January 2017 72,950 3,550 321,404 90,379 2,409 -636 48,347 538,403
Balance at 31 March 2017 72,950 3,550 321,404 90,379 2,409 -636 48,347 538,403

16. Other reserves (continued)

In the statement of other comprehensive income, the exchange differences resulting from the translation of foreign operations in the first three months of 2017 amounted to a loss of €13.2 mil., of which €12.6 mil. are attributable to the shareholders of the Parent Company and €0.6 mil. to the non-controlling interests. The equivalent amount in the first three months of 2016, was a loss of €85.3 mil.. The difference of €72.1 mil. between the two corresponding periods consists mainly of €60.8 mil. related to the Egyptian pound and €11.4 mil. to the US dollar.

17. Losses per share

Basic losses 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 losses 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 loss (numerator).

18. Dividend proposed and distributed

The Annual General Meeting of Shareholders of the Titan Cement Company S.A., which was held on 17 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 Board of Directors will propose to the Annual General Assembly of Shareholders, scheduled to take place on 12 May 2017 the distribution of dividend of a total amount of €8,463,253 i.e. €0.10 per share and, in addition, a return of capital of a total amount of €84,632,528 i.e. €1.0 per share. Pursuant to article 16 paragraph 8 of L. 2190/1920, the final amounts to be distributed per share will be increased by the amount, corresponding to the treasury shares held by the Company.

19. Related party transactions

Transactions with related parties during the three month period ending 31 March 2017 as well as balances with related parties as at 31 March 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 - 199 - 359
Executives and members of the Board - - 25 5
- 199 25 364
Company Sales of goods &
services
Purchases of
goods & services
Receivables Liabilities
Aeolian Maritime Company - - - 252
Adocim Marmara Cimento Beton Sanayi ve Ticaret A.S. 621 - - -
Aemos Cement Ltd. 698 - 692 -
Interbeton Construction Materials S.A. 6,703 1,822 4,225 2,299
Intertitan Trading International S.A. 1,902 - 2,780 -
Antea Cement SHA 1,013 - 972 -
Beni Suef Cement Co.S.A.E. 576 - 4,056 -
Alexandria Portland Cement Co. S.A.E. 377 - 2,397 1
Titan Beton & Aggregate Egypt LLC - - 19 -
Cementara Kosjeric AD 222 - 209 -
Titan Atlantic Cement Industrial and Commercial S.A. 1 - 41,123 -
Essex Cement Company LLC 11,366 - 2,126 50
Titan America LLC 1,209 - 1,209 9
Titan Florida LLC 4,784 - - 3
Roanoke Cement LLC 1,272 - - -
Fintitan SRL 294 - 1,078 -
Sharrcem SH.P.K. 311 - 551 -
T.C.U.K. Ltd 4,299 - 2,529 -
Titan Global Finance PLC - 3,873 345 363,900
Usje Cementarnica AD 5,274 - 5,661 -
Zlatna Panega Cement AD 232 - 232 -
Other subsidiaries 8 5 5 2
Other interrelated parties - 199 - 359
Executives and members of the Board - - 25 5
41,162 5,899 70,234 366,880

19. Related party transactions (continued)

Transactions with related parties during the three month period ending 31 March 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:

Group Sales of goods & Purchases of
goods &
services services Receivables Liabilities
Other interrelated parties - 406 - 344
Executives and members of the Board - - 15 -
- 406 15 344
Company
Aeolian Maritime Company - - - 252
Interbeton Construction Materials S.A. 4,780 1,525 8,368 4,838
Intertitan Trading International S.A. 1,890 - 1,265 -
Adocim Cimento Beton Sanayi ve Ticaret A.S. - - 7 -
Antea Cement SHA 260 - 265 -
Beni Suef Cement Co.S.A.E. 559 - 3,592 -
Alexandria Portland Cement Co. S.A.E 353 - 2,126 -
Cementara Kosjeric AD 217 - 188 -
Cementi Crotone S.R.L. 42 - 84 -
Essex Cement Company LLC 5,164 18 1,054 12
Τitan Αmerica LLC 1,077 6 1,499 2
Roanoke Cement LLC 755 - 299 -
Fintitan S.r.l. 2,017 - 2,990 -
Sharrcem SH.P.K 284 - 268 -
Titan Beton & Aggregate Egypt LLC - - 19 -
Iapetos Ltd - - 795 -
Titan Cement U.K. Ltd 5,489 6 2,499 -
Titan Global Finance PLC - 4,923 459 357,996
Usje Cementarnica AD 3,290 - 730 -
Zlatna Panega Cement AD 234 - 143 -
Other subsidiaries 5 - 4 -
Other interrelated parties - 406 - 344
Executives and members of the Board - - 15 -
26,416 6,884 26,669 363,444

Key management compensation

Group Company
For the three months ended 31/3 For the three months ended 31/3
2017 2016 2017 2016
Salaries and other short-term employee benefits 1,206 1,022 1,206 1,022

20. Other non-current assets

(all amounts in Euro thousand) Group Company
3/31/2017 12/31/2016 3/31/2017 12/31/2016
Utility deposits 2,986 2,987 2,582 2,597
Excess benefit plan assets 4,395 4,364 - -
Notes receivable - trade 453 459 - -
Other non-current assets 3,333 4,828 173 622
11,167 12,638 2,755 3,219

21. Contingencies and Commitments

Contingent liabilities

2

Group Company
(all amounts in Euro thousands) 3/31/2017 12/31/2016 3/31/2017 12/31/2016
Guarantees to third parties on behalf of subsidiaries - - 840,276 874,835
Bank guarantee letters 27,953 28,808 4,398 4,499
Other 2,573 3,512 - -
30,526 32,320 844,674 879,334

Litigation matters in Egypt

There was no significant change in Egyptian litigation matters during the first quarter 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 31 March 2017, the option's fair value of €10.1 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 of the Group that 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 have not been changed significantly during the first quarter of 2017.

Other than the items referred to in the preceding paragraph, it is not anticipated that any material contingent liabilities will arise.

Contingent assets

Group Company
(all amounts in Euro thousands) 3/31/2017 12/31/2016 3/31/2017 12/31/2016
Bank guarantee letters for securing trade receivables 21,469 20,904 10,450 10,390
Other collaterals against trade receivables 4,990 6,385 354 354
26,459 27,289 10,804 10,744
Collaterals against other receivables 1,531 1,421 1,531 1,421
27,990 28,710 12,335 12,165

Capital commitments

Capital commitments contracted for at the balance sheet date but not recognized in the financial statements are as follows:

Group
(all amounts in Euro thousands) 3/31/2017 12/31/2016
Property, plant and equipment 811 702
Purchase commitments Group
(all amounts in Euro thousands) 3/31/2017 12/31/2016
Not later than 1 year 1,115 600
1,115 600

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

21. Contingencies and Commitments (continued)

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) 3/31/2017 12/31/2016 3/31/2017 12/31/2016
Not later than 1 year 12,093 9,517 689 672
Later than 1 year and not later than 5 years 33,788 25,040 1,367 1,367
Beyond 5 years 9,748 7,864 - -
55,629 42,421 2,056 2,039

22. Inventories

2

The increase in Group inventories by €21.3 mil. includes the negative impact of foreign exchange differences amounting to €2.3 mil.. The organic change of the €23.6 mil. is mainly due to the increased deliveries of solid fuels.

23. Foreign exchange differences

The variance of €20.1 mil. in the account "losses from foreign exchange differences" in the income statement for the period ended 31 March 2017 compared to the first three 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.

24. Short-term borrowings

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

25. Events after the reporting period

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.

There are no other subsequent events to 31 March 2017 which would materially influence the Group's and the Company's financial position.

26. Principal exchange rates

Balance sheet 31/03/2017 31/12/2016 31/3/2017 vs 31/12/2016
€1 = USD 1.07 1.05 1.4%
€1 = EGP 19.36 19.07 1.5%
€1 = TRY 3.89 3.71 4.9%
€1 = BRL 3.39 3.44 -1.4%
€1 = RSD 123.97 123.47 0.4%
1USD=EGP 18.11 18.09 0.1%
Profit and loss Ave 3M 2017 Ave 3M 2016 Ave 3M 2017 vs 3M 2016
€1 = USD 1.07 1.11 -3.7%
€1 = EGP 19.00 9.45 101.0%
€1 = TRY 3.92 3.21 22.3%
€1 = BRL 3.34 4.11 -18.8%
€1 = RSD 123.89 123.13 0.6%

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