Votorantim Cement North America Inc.

Transcription

1 Condensed Consolidated Interim Financial Statements September 30, 2016 and 2015

2 December 5, 2016 Report on Review of Condensed Consolidated Interim Financial Information To the Directors of Votorantim Cement North America Inc. Introduction We have reviewed the accompanying condensed consolidated interim statement of financial position of Votorantim Cement North America Inc. and its subsidiaries (together the group) as at September 30, 2016 and the related condensed consolidated interim statements of income and comprehensive income for the three- and nine-month periods then ended, and condensed consolidated statements of changes in shareholders equity and cash flows for the nine-month period then ended, and notes, comprising a summary of significant accounting policies and other explanatory notes. Management is responsible for the preparation and presentation of these condensed consolidated interim financial statements in accordance with International Accounting Standard 34, 'Interim financial reporting', as issued by International Accounting Standards Board. Our responsibility is to express a conclusion on these condensed consolidated interim financial statements based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements 2410, Review of interim financial information performed by the independent auditor of the entity. A review of interim financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial statements is not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim financial reporting'. Chartered Professional Accountants, Licensed Public Accountants PricewaterhouseCoopers LLP PwC Tower, 18 York Street, Suite 2600, Toronto Ontario, Canada M5J 0B2 T: , F: PwC refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

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4 Condensed Consolidated Interim Statements of Income and Comprehensive Income For the three and nine months ended September 30, 2016 and 2015 Three months ended Nine months ended September 30 September Revenues $ 322,080 $ 335,427 $ 772,955 $ 751,485 Cost of sales 225, , , ,910 Gross Profit 96,602 86, , ,575 Operating expenses Selling 5,673 7,144 17,755 20,549 General and administrative 15,517 13,322 46,781 48,794 Investment income from equity share in joint ventures (4,108) (3,919) (6,377) (5,430) Other operating income (note 13) (819) (47) (3,765) (23,187) 16,263 16,500 54,394 40,726 Operating income before financing expenses (income) 80,339 70, ,210 79,849 Financing expense (income) - net (note 14) 1,641 (3,950) 11,358 (8,598) Income before income taxes 78,698 74, ,852 88,447 Provision for income taxes Current 15,655 13,985 23,181 20,928 Deferred 6,639 10,096 5,150 2,170 22,294 24,081 28,331 23,098 Net income for the period $ 56,404 $ 50,282 $ 84,521 $ 65,349 Other comprehensive income: Items that may be subsequently reclassified to profit or loss Accumulated foreign currency translation adjustment 16,769 70,526 (52,940) 161,800 Change in unrealized loss on net investment hedge 685 (2,199) (3,175) (4,928) 17,454 68,327 (56,115) 156,872 Other comprehensive income for the period 17,454 68,327 (56,115) 156,872 Total comprehensive income for the period $ 73,858 $ 118,609 $ 28,406 $ 222,221 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 3

5 Condensed Consolidated Interim Statements of Changes in Shareholders Equity Accumulated other Share capital Retained earnings comprehensive income Total equity Balance - December 31, ,504,245 (28,220) 95,764 1,571,789 Net income for the period - 65,349-65,349 Other comprehensive income (net of tax) , ,872 Comprehensive income for the period - 65, , ,221 Foreign currency translation (104,978) (14,792) - (119,770) Balance - September 30, ,399,267 22, ,636 1,674,240 Net income for the period - 55,824-55,824 Other comprehensive income (net of tax) ,821 43,821 Comprehensive income for the period - 55,824 43,821 99,645 Return of capital (45,000) - - (45,000) Foreign currency translation (133,735) (15,126) - (148,861) Transfer of remeasurements of post employment pension benefit obligations - 3,736 (3,736) - Balance - December 31, ,220,532 66, ,721 1,580,024 Net income for the period - 84,521-84,521 Other comprehensive income (net of tax) - - (56,115) (56,115) Comprehensive income for the period - 84,521 (56,115) 28,406 Return of capital (110,000) - - (110,000) Foreign currency translation 68,277 6,855-75,132 Balance -September 30, ,178, , ,606 1,573,562 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 4

6 Condensed Consolidated Interim Statements of Cash Flows Operating Activities Net income for the period $ 84,521 $ 65,349 Add (deduct) items not affecting cash Amortization and depreciation 53,893 55,376 Amortization of financing costs 3,049 1,298 Unrealized foreign exchange losses (gains) 1,929 (12,488) Gain on disposal of property, plant and equipment (1,374) (11,202) Equity in the results of investees (6,377) (5,430) Income tax provision 28,331 23,099 Net interest costs 6,381 2, , ,594 Changes in working capital Accounts receivable 70,513 (72,442) Inventories (16,733) (15,421) Prepaid expenses and other current assets 5,937 6,907 Accounts payable and accrued liabilities (4,035) 28,659 55,682 (52,297) Changes in other non current assets and liabilities Post-employment benefit obligations 1,990 (3,418) Due from related parties non current (1,425) 8,981 Other (3,770) (2,607) (3,205) 2,956 Income taxes paid (26,187) (10,092) Cash provided by operating activities 196,643 59,161 Investing Activities Additions to property, plant and equipment (83,519) (40,066) Proceeds on disposal of property, plant and equipment 3,941 22,360 Payments from related party loans - 3,500 Dividends recevied from joint ventures 3, Additions of investments (2,000) - Cash used in investing activities (78,534) (13,845) Financing Activities Return of share capital (notes 10 & 15) (110,000) (25,000) Interest paid (1,428) (3,129) Issue of indebtedness, net of financing costs - 31,210 Repayment of indebtedness (30,000) (41,210) Cash used in financing activities (141,428) (38,129) Effect of exchange rate changes on cash and cash equivalents $ 1,221 (4,778) Net (decrease) increase in cash and cash equivalents during the period (22,098) 2,409 Cash and cash equivalents - beginning of period 136, ,808 Cash and cash equivalents - end of period $ 114,226 $ 105,217 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 5

7 1 General Information Votorantim Cement North America Inc. (VCNA) (or the company ) was incorporated on June 28, 2006 and is a wholly owned subsidiary of Votorantim Cimentos S.A. ( VCSA or Parent ). VCSA's interest in VCNA is held both directly and indirectly through its subsidiary Votorantim Cimentos EAA Inversiones S.L. (merged with Votorantim Cimentos International (Spain) SE in 2015). The company s ultimate controlling party is VCSA. The primary activity of VCNA and its subsidiaries (together the group ) is the manufacturing and distribution of cement and construction related materials. The company has facilities in Canada and the United States. The address of the registered office is 55 Industrial St, Toronto, ON, Canada. These condensed consolidated interim financial statements for the three and nine months ended September 30, 2016 were approved by the Board of Directors of the Company on November 15, Basis of preparation These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ) applicable to the preparation of interim financial statements including International Accounting Standard IAS 34 Interim Financial Reporting. These condensed consolidated interim financial statements do not contain all of the explanatory notes and disclosures required by the accounting standards applicable to the annual financial statements, since its purpose is to provide an update on the significant activities, events and circumstances compared to the annual financial statements. Accordingly, this report should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2015, approved by the board of Directors of the Company on March 8, These condensed consolidated interim financial statements have been prepared in a manner consistent with the accounting policies disclosed in Note 2 to the consolidated financial statement for the year ended December 31, 2015, except as further detailed in Note 5. Cement, concrete and aggregate product shipments are highly seasonal in Ontario and the Great Lakes Region because of the general slowdown of construction activity in the winter months and the difficulty of pouring concrete in cold weather. The group usually experiences a decline in shipments in the first and fourth quarters reflecting the effects of winter, while summer season contributes to the increase of activity in the second and third quarters. Due to the seasonal nature of the business, the financial results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the full year. Income tax expense is recognized based on management s estimate of the weighted average effective annual income tax rate expected for the full financial year. 6

8 2.1 Accounting standards and amendments New and amended standards adopted by the group A number of new or amended standards became applicable for the current reporting period. However, the group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these standards. New standards, amendments and interpretations not yet adopted A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2017, and have not been applied in preparing these condensed consolidated interim financial statements. None of these is expected to have a significant effect on the consolidated financial statements of the group, except the following set out below: a) IFRS 9, Financial instruments, addresses the classification, measurement and recognition of financial assets and financial liabilities. The complete version of IFRS 9 was issued in July It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through OCI and fair value through P&L. The basis of classification depends on the entity s business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in OCI with no recycling. There is now a new expected credit losses model that replaces the incurred loss impairment model used in IAS 39. For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. IFRS 9 relaxes the requirements for hedge effectiveness by replacing the bright line hedge effectiveness tests. It requires an economic relationship between the hedged item and hedging instrument and for the hedged ratio to be the same as the one management actually use for risk management purposes. Contemporaneous documentation is still required but is different to that currently prepared under IAS 39. The standard is effective for accounting periods beginning on or after 1 January Early adoption is permitted. The group is yet to assess IFRS 9 s full impact. b) IFRS 15, Revenue from contracts with customers deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity s contracts with customers. Revenue is recognized when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS 18 Revenue and IAS 11 Construction contracts and related interpretations. The standard is effective for annual periods beginning on or after 1 January 2018 and earlier application is permitted. The group is assessing the impact of IFRS 15. c) IFRS 16, Leases, which replaces the current guidance in IAS 17. Under IAS 17, lessees were required to make a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet). IFRS 16 now requires lessees to recognize a lease liability reflecting future lease payments and a right-of-use asset for virtually all lease contracts. The IASB has included an optional exemption for certain short-term leases and leases of low-value assets; however, this exemption can only be applied by lessees. For lessors, the 7

9 accounting stays almost the same. However, as the IASB has updated the guidance on the definition of a lease (as well as the guidance on the combination and separation of contracts), lessors will also be affected by the new standard. At the very least, the new accounting model for lessees is expected to impact negotiations between lessors and lessees. Under IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In order to facilitate transition, entities can choose a simplified approach that includes certain reliefs related to the measurement of the right-of-use asset and the lease liability, rather than full retrospective application; furthermore, the simplified approach does not require a restatement of comparatives. In addition, as a practical expedient entities are not required to reassess whether a contract is, or contains, a lease at the date of initial application (i.e., such contracts are grandfathered ). The standard applies to annual periods beginning on or after January 1, 2019, with earlier application permitted if IFRS 15, Revenue from Contracts with Customers, is also applied. The group is assessing the impact of IFRS 16. There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group. 3 Risk Management Fair value estimates The carrying amounts for current financial assets and current financial liabilities on the condensed consolidated interim statements of financial position approximate fair value because of the short term of these instruments. The Company s term indebtedness bears interest at floating rates and therefore the carrying value of this indebtedness also approximates fair value. Fair value hierarchy The following are the levels in a hierarchy that is based on significance of the inputs used in making the measurements of financial assets and liabilities that are recognized on the balance sheet at fair value: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). Level 3 - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). The following table presents the Group s financial assets and liabilities that are measured at fair value at September 30,

10 Assets Fair value measurements at 30 September using Significant other obseravable inputs (Level 2) Significant unobseravable inputs (Level 3) Total Available for sale financial assets Equity securities -Industries related to cement production - 4,327 4,327 The following table presents the Group s financial assets and liabilities that are measured at fair value at December 31, Assets Fair value measurements at 31 December using Significant other obseravable inputs (Level 2) Significant unobseravable inputs (Level 3) Available for sale financial assets Equity securities -Industries related to cement production - 4,108 4,108 Total There were no transfers between levels 1 and 2 during the first six months of the year. (a) Level 1 The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm s length basis. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 comprise primarily NYSE equity investments classified as trading securities or available for sale. (b) Level 2 The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data, where it is available, and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. 9

11 Specific valuation techniques used to value financial instruments include: Quoted market prices or dealer quotes for similar instruments; The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves; The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value; Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments. (c) Level 3 The following table presents the changes in Level 3 instruments for the nine months ended September 30, Equity securities Opening balance January 1, ,108 -Additions - -Revaluations recognized in other comprehensive - -Foreign currency translation 219 Closing balance September 30, ,327 In the absence of observable market data, revaluations recognized in other comprehensive income are based on qualifying triggering events, as determined by management, that give rise to a reliable estimate of market value. The following table presents the changes in Level 3 instruments for the year ended December 31, Equity securities Opening balance January 1, ,667 -Additions 180 -Revaluations recognized in other comprehensive - -Foreign currency translation (739) Closing balance December 31, ,108 10

12 The Group s policy is to recognize transfers into and transfers out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. 4 Critical accounting estimates and assumptions In the period ended September 30, 2016, there have been no changes in estimates and assumptions that present a significant risk and probability of causing material adjustments to the carrying amounts of assets and liabilities for the current fiscal year, compared to those detailed in Note 4 to the financial statements as at December 31, 2015, except as detailed in Note 5. 5 Accounts receivable 30-Sep Dec-15 Trade accounts receivable 3, ,751 Non trade accounts receivable 10,146 9,119 Due from related parties - current portion (note 15) 5,665 5,598 Allowance for doubtful accounts (6,984) (6,473) 12, ,995 As of September 30, 2016, receivables of $7.0M (December 31, 2015: $6.5M) were impaired and provided for. The individually impaired receivables mainly relate to customers, which are in unexpectedly difficult economic situations. It was assessed that a portion of the receivables is expected to be recovered which has been reflected in the impairment provision. The fair value of current accounts receivable approximates their carrying amount due to their short term nature. Movements on the group provision for impairment of trade receivables are as follows: 30-Sep Dec-15 Opening balance January 1 6,473 8,774 Provision for receivables impairment 1,291 2,091 Receivables written off during the year as uncollectible (941) (3,798) Other 161 (594) Total movement 511 (2,301) Closing balance 6,984 6,473 The creation and release of provision for impaired receivables have been included in selling, general and administrative expenses in the statement of comprehensive income. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash. The other classes within trade and other receivables were fully performing with no provisions against the balances. 11

13 The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. On March 31, 2016, the company entered into a revolving receivables securitization transaction with financial institutions for the sale of trade receivables to a special purpose entity (SPE) which was established specifically for this purpose and which is not controlled by the Company. The SPE finances the initial acquisition of the receivables by means of: (i) senior notes, (ii) intermediate subordinated certificates and (iii) junior subordinated certificates. The SPE acquires new receivables on a revolving basis, using mainly amounts paid for previously purchased receivables. The company manages, as a service provider on behalf of the SPE, the collections of the receivables included in the transaction. The SPE is not included in the consolidated financial statements since the company does not control the SPE for accounting purposes as determined in accordance with the criteria of IFRS 10, Consolidated Financial Statements. The company has neither transferred nor retained substantially all the risks and rewards of ownership of the transferred assets, and has retained control of the transferred assets as the SPE does not have the practical ability to sell the transferred assets. The receivables are recognized on the balance sheet to the extent of the company s continuing involvement and recognized an associated liability. The extent of the company s continuing involvement in the transferred assets is the extent to which it is exposed to changes in the value of the transferred assets. The net carrying amount of the partially transferred assets and associated liabilities reflects the rights and obligations that the company has retained. Securitization recognized to the extent of continuing involvement Carrying amount of assets before transfer Carrying amount of assets continued to be recognized Carrying amount of continuing involvement liability Fair value of assets continued to be recognized Fair value of continuing involvement liability Net position 104,821 17,855 10,884 17,855 10,884 6,972 6 Investments accounted for using the equity method The amounts recognized in the balance sheet are as follows: 30-Sep Dec-15 Joint ventures 95,976 90,422 The amounts recognized in the income statement are as follows: 30-Sep Sep-15 Investment income from equity share in joint ventures 6,377 5,430 12

14 Name of entity The joint ventures listed below have share capital consisting solely of common shares, which are held directly by the group. Nature of investment in joint ventures at September 30, 2016 Place of business / incorporation Ownership % Nature of relationship Measurement method Land and permit holder, strategic partnership Sumter Cement Co. LLC Florida, USA 50% with local producer Equity Asset holder, strategic partnership with local Trinity Materials, LLC Florida, USA 50% producer Equity Cement production, strategic partnership Suwannee American Cement LLC Florida, USA 50% with local producer Equity Ready mix production, strategic partnership Superior Materials Holdings, LLC Michigan, USA 50% with local producer Equity Ready mix production, strategic partnership Midway Group, LLC Illinois, USA 50% with local producer Equity Hutton Transport Limited Ontario, Canada 25% Transportation services Equity At September 30, 2016, the joint ventures above have commitments under machinery, equipment and real estate operating leases requiring future annual rental payments as follows: 30-Sep Dec-15 No later than 1 year 1,187 1,209 Later than 1 year and no later than 5 years 2,659 3,537 Later than 5 years - - Total 3,845 4,746 The Company, together with its joint venture partner, has an obligation to make additional funding contributions to its joint venture Superior Building Materials, LLC, if there is a shortfall between the joint venture s credit agreement earnings level and its projected earnings. Any potential payment would not be material in nature. 13

15 7 Property, plant and equipment Land Land Improvements & Buildings Equipment Vehicles Construction in progress Total Nine-months ended Sep 30, 2016 Opening net book value 103, , ,654 41,644 48, ,963 Additions - 1,359 11,918 8,956 49,223 71,456 Disposals (962) (421) (982) (169) - (2,534) Depreciation - (6,910) (26,179) (8,752) - (41,841) Adjustments & Transfers - - (11) - 2 (9) Translation differences 1,752 2,769 4,860 1, ,370 Closing net book value 104, , ,260 42,683 99, ,405 As at Sep 30, 2016 Cost 104, , , ,219 99,008 1,308,150 Accumulated depreciation - (124,803) (511,406) (124,536) - (760,745) Net book value 104, , ,260 42,683 99, ,405 Depreciation expense of $37.9M is included in cost of sales and $3.9M is included in general and administrative expenses. 8 Intangible assets Goodwill Computer software Exploration rights ARO Customer relationships and Noncompete Total Nine-months ended Sep 30, 2016 Opening net book value 361,122 2, ,941 9,199 50, ,700 Additions , ,063 Disposals Amortization - (999) (4,779) (814) (5,460) (12,052) Adjustments (1) - (1) Translation differences , ,005 Closing net book value 361,122 2, ,566 8,578 45, ,715 As at Sep Cost 361,122 22, ,743 17, , ,303 Accumulated amortization - (20,125) (46,177) (9,345) (77,941) (153,588) Net book value 361,122 2, ,566 8,578 45, ,715 14

16 Amortization expense of $10.9M is included in cost of sales and $1.1M is included in general and administrative expenses. The customer relationships have a remaining estimated useful life of up to 7 years. 9 Loans and financing 30-Sep Dec-15 Non-current Bank borrowings - 30,000 Reclassified financing costs - (1,444) Mortgage payable 7,401 4,669 7,401 33,225 Current Interest payable - 22 Reclassified financing costs - (377) Mortgage payable The schedule of repayments of the Company s loans and financings is as follows: 30-Sep Dec-15 6 months or less months years 2,846 29,919 Over 5 years 4,554 2,929 8,188 33,611 The carrying amounts of the Company s borrowings approximate their fair values, as the impact of discounting is not significant. The fair values, are based on cash flows discounted using market rates, consistent with the terms of borrowing, as at the balance sheet date and are within level 2 of the fair value hierarchy. The carrying amounts of the group s borrowings are denominated in the following currencies: 30-Sep Dec-15 C $ 10,749 7,488 US $ Equivalent 8,188 5,412 US $ - 28,199 8,188 33,611 15

17 The group has the following undrawn borrowing facilities: 30-Sep Dec-15 Floating rate: - Expiring beyond one year 230, ,000 Borrowings under the Revolver Credit Facility can be either borrowed, or repaid, in either U.S. or Canadian funds and bear interest at LIBOR or the bankers acceptance rate plus.85%. As at September 30, 2016, the Company had $nil cash borrowings (Dec 31, 2015: $30.0M) and had letters of credit outstanding in the amount of $40.7M (Dec 31, 2015: $30.0M). (a) Mortgage payable The mortgage payable relates to the purchase of several aggregate properties between 2004 and The agreements allow the company to defer a portion of the payment until such time as the aggregate is extracted from the ground. The agreements have various maturity dates ranging up to Share capital Share capital consists of the following: Authorized Unlimited common shares Unlimited preference shares 30-Sep Dec-15 Common shares issued and outstanding Numbers of shares $ Numbers of shares $ Shares issued and outstanding at January 1, 1,679,783,138 1,391,007 1,679,783,138 1,436,007 Return of capital during the period - (110,000) - (45,000) Shares issued and outstanding at end of period, 1,679,783,138 1,281,007 1,679,783,138 1,391,007 Preference shares issued and outstanding Shares issued and outstanding at January 1, 12,000,000 10,447 12,000,000 10,447 Reclassification of shares to liabilities - (10,447) - (10,447) Shares issued and outstanding at at end of period, 12,000,000-12,000,000 - Foreign currency translation (102,198) (170,475) 1,178,809 1,220,532 16

18 In May and September of 2016, VCNA returned capital amounts of $60M and $50M respectively, to its parent Votorantim Cimentos EAA Inversiones S.L.U. No shares previously issued and outstanding were redeemed and or cancelled in relation to the return of capital payment. In September 2015, VCNA returned capital in the amount of $25M to its parent Votorantim Cimentos International (Spain) SE. On October 5, 2015 VCNA returned Capital in the amount of $20M to its parent Votorantim Cimentos EAA Inversiones S.L.U. (merged with Votorantim Cimentos International (Spain) SE in 2015). No shares previously issued and outstanding were redeemed and or cancelled in relation to either return of capital payment. 11 Contingencies The company has contingent liabilities in respect of legal claims arising in the ordinary course of business. It is not anticipated that any material liabilities will arise from the contingent liabilities other than those already provided for. 12 Commitments At September 30, 2016, the Company had commitments under machinery, equipment and real estate operating leases requiring future annual rental payments as follows: 30-Sep Dec-15 No later than 1 year 10,692 9,563 Later than 1 year and no later than 5 years 26,225 24,815 Later than 5 years 19,950 20,883 Total 56,868 55, Other operating income Three months ended Nine months ended September 30 September Gain on sale of property, plant and equipment 349 (230) 1,374 11,202 Rental income ,242 1,353 Sale of 75% of Hutton Transport Limited ,934 Other 141 (207) 1,149 2,698 Total ,765 23,187 17

19 14 Financing expense (income) - net Three months ended Nine months ended September 30 September Financing expense: - Interest expense on third party loans 515 1,274 1,534 3,171 - A/R securitization fees - net 1,419-4, Amortization of prepaid financing costs 267 1,123 3,049 1,298 Total financing expense 2,201 2,397 9,462 4,469 Financing income: Net foreign exchange loss (gain) (546) (6,181) 1,929 (12,488) - Interest income from related parties (14) (166) (33) (579) Total financing income, net of foreign exchange loss (gain) (560) (6,347) 1,896 (13,067) Financing (income) expense - net 1,641 (3,950) 11,358 (8,598) 15 Related party transactions During the nine months ended September 30, 2016, September 30, 2015 and as at December 31, 2015, the company entered into the following transactions with related parties: The Company has various transactions with joint ventures (which are accounted for using the equity method) including: 1) Long term notes receivable, interest payments are made quarterly at specified rates. Terms of repayment vary up to 20 years. 2) Trade sales and purchases 3) Miscellaneous payments made on behalf of joint ventures including insurance, taxes, benefits, payroll and other. No impairment provisions have been recorded in relation to any related party balances. The fair value of the due to and from related parties approximates their carrying amount, as the impact of discounting is not significant. Due from related parties - current portion 30-Sep Dec-15 At January 1 5,598 4,575 Net advances/repayments 67 1,023 At September 30, 2016 and December 31, 2015 (note 5) 5,665 5,598 18

20 Three months ended Nine months ended September 30 September 30 Sales to related party for the period ended: St Marys Cement Inc. (US) to Superior Materials Holdings, LLC 4,717 5,250 12,430 10,108 St Marys Cement Inc. (US) to Midway Group, LLC 1,688-2,023-6,405 5,250 14,453 10,108 Three months ended Nine months ended September 30 September 30 Sales from related party for the period ended: Suwannee American Cement LLC to VCNA Prestige Gunite Inc. Suwannee American Cement LLC to VCNA Prestige Concrete Products, Inc ,911 1,788 4,288 2,491 10,132 7,495 17,174 3,132 13,042 9,283 21,462 The Company pays miscellaneous professional fees on behalf of its parent Votorantim Cimentos EAA Inversiones S.L.U. The amounts are included in non-trade accounts receivable (Note 6). Due from Votorantim Cimentos EAA Inversiones S.L.U. 30-Sep Dec-15 At January Currency translation adjustment 12 (42) At September 30, 2016 and December 31, 2015 (note 5) The Company paid amounts related to share capital transactions to its parent Votorantim Cimentos EAA Inversiones S.L.U. Votorantim Cimentos EAA Inversiones S.L.U. 30-Sep Dec-15 Retun of share capital (note 10) 110,000 45,000 The Company pays miscellaneous expenses on behalf of VC Europe. Amounts are included in non-trade accounts receivable (Note 6). 19

21 Due from VC Europe 30-Sep Dec-15 At January Amounts paid on behalf of related party - 13 Amounts received from related party (7) (66) At September 30, 2016 and December 31, 2015 (note 5) - 7 Votorantim Cimentos Guarantee The company has guaranteed Votorantim Cimentos S.A. s (VCSA) obligations under a certain credit agreement dated February 18, 2016, by and among VCSA, as borrower; VCNA, as guarantor; and Citibank, N.A., as lender, in the amount of USD$100.0 million. As of September 30, 2016, the company guaranteed USD$100.0 million of VCSA s outstanding indebtedness. Suwannee Guarantee The company has guaranteed Suwannee s obligations under a certain term loan agreement dated December 23, 2015, by and among Suwannee American Cement, LLC (Suwannee), as borrower; VCNA, as guarantor; and Citibank, N.A., as lender, in the amount of USD$38.0 million. As of September 30, 2016, the company guaranteed USD$38.0 million of Suwannee s outstanding indebtedness. 16 Expense by nature 30-Sep Sep-15 Changes in inventories of finished goods and work in progress (12,790) (6,218) Raw materials 131, ,600 Wages & employee benefits expense 200, ,080 Depreciation and amortization (note 7,8) 53,893 55,376 Process fuel, diesel fuel & energy 19,513 20,861 Electrical energy, diesel fuel and other utilities 44,753 47,850 Freight Cement & Aggregates 69,989 69,617 Repairs & maintenance 55,948 61,047 Cement plant overhead 15,931 15,733 Purchased products for resale 12,512 21,854 Other 66,889 66,454 Total cost of sales, selling, general and administrative expenses 658, , Subsequent events On October 3, 2016, St. Marys Cement Inc. (Canada) announced the issuance of bonds with maturity in October, 2027 and an annual coupon of 5.75%, totaling USD$500 million. The issuance was guarantee by Votorantim Cimentos S.A and Votorantim Cement North America Inc., and is rated BB+, Ba2 and BBB- by 20

22 rating agencies S&P, Moody s and Fitch, respectively. On October 3, 2016 the company approved a return of capital in the amount of USD$489 million to its parent company, Votorantim Cimentos EAA Inversiones S.L.. 21