Quarterly Report • May 11, 2017
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.
| 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
| (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
| (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 |
| (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 |
(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 |
(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 |
| (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 |
| 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 |
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.
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 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)
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.
The Group is a supplier of cement, concrete, aggregates and other building materials. The demand for these products is seasonal in temperate countries such as in Europe and North America. Therefore, the Group generally records lower revenues and operating profits during the first and fourth quarters when adverse weather conditions are present in the northern hemisphere. In contrast, sales and profitability tend to be higher during the second and third quarters, as favorable weather conditions support construction activity.
For management information purposes, the Group is structured in four operating 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 |
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 |
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).
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.).
| 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).
(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 |
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 |
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).
| (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 |
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.
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 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.).
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.
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.
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:
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 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:
| (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 |
(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). |
(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 |
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.
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).
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.
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 |
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 |
| 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 |
| (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 |
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 |
There was no significant change in Egyptian litigation matters during the first quarter of 2017.
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.
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.
| 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 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.
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 |
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.
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.
On 19 January 2017, Group subsidiary Titan Global Finance PLC repaid at the maturity €88 million 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.
There are no other subsequent events to 31 March 2017 which would materially influence the Group's and the Company's financial position.
| 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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