Interim / Quarterly Report • Sep 30, 2024
Interim / Quarterly Report
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Public Company
This document is a translation of a document originally issued in Portuguese, prepared using accounting policies consistent with the International Financial Reporting Standards and in accordance with the International Accounting Standard 34 – Interim Financial Reporting, some of which may not conform or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
Head Office: Rua Manuel Pinto de Azevedo, 818 4100-320 Oporto Share capital: 25,641,459 Euro

| INTRODUCTION 3 |
|
|---|---|
| STOCK EXCHANGE EVOLUTION4 | |
| GROUP'S ACTIVITY 6 |
|
| FINANCIAL REVIEW6 | |
| INDEBTEDNESS9 | |
| FUTURE PERSPECTIVES9 | |
| CORPORATE GOVERNANCE10 | |
| LEGAL MATTERS11 | |
| CLOSING REMARKS13 | |
| ANNEXES TO THE MANAGEMENT REPORT14 |


RELATÓRIO DO CONSELHO DE ADMINIST To the Shareholders,
Pursuant to the legal requirements, the Board of Directors of Ramada Investimentos e Indústria, S.A. ("Ramada Investimentos", "Company" or "Ramada Group") hereby presents its Report and Accounts for the first half of 2024.
During the first half of 2024, as announced by the Ramada Group, the sale of the subsidiary Ramada Aços, S.A., and its subsidiaries was completed. The Special Steels activity was developed by the referred entities, which are dedicated to the distribution of special steels, steel for molds, the production of drawn steel, and to the rendering of services, namely, Machining and Heat Treatment, for two main application areas, namely, metalworking and molds and tools. As a result of the transaction, the group relationship that had existed between Ramada Investimentos and Ramada Aços has ended.
With the completion of the transaction of the sale of Ramada Aços and its subsidiaries, and with reference to 30 June 2024, the Board of Directors believes that, in view of the plan developed, the criteria for the presentation of the Wire Drawing activity, whose main business is the manufacture and commercialization of steel wires, capable of being used in a wide variety of fields, including industry, agriculture and construction, developed by Socitrel, as a discontinued operation, have been met.
As a result of the completion of the sale of Ramada Aços and its subsidiaries, and the presentation of Socitrel and its subsidiaries in this consolidated financial information as a discontinued operation, as explained above, the Board of Directors believes that, according to the way the information is monitored by it, there is only one segment that can be reported that, essentially, incorporates the following activities:
RELATÓRIO DO CONSELHO DE ADMINIST
(Note: The PSI was considered as an index with initial value identical to that of the security under analysis, in order to allow a better comparison of the changes in the share price).

The market price of Ramada Investimentos shares at the end of the first half of 2024 was EUR 6.46 per share. This is equivalent to a market capitalisation of around EUR 166 million.
In the first half of 2024, Ramada Investimentos' shares were traded at a maximum price of EUR 7.30 per share and a minimum of EUR 6.28 per share. In total, around 740 thousand shares of Ramada Investimentos were traded in the first half of 2024.

The main events that marked how the Ramada Investimentos share price performed in the first half of 2024 can be described as follows:


The structure of Ramada Group, as of June 30, 2024, can be present as follows:
RELATÓRIO DO CONSELHO DE ADMINIST

(a) Socitrel and its subsidiaries were classified as assets classified as held for sale as of June 30, 2024.
The consolidated financial information of Ramada Investimentos was prepared in accordance with the recognition and measurement principles of the International Financial Reporting Standards, as adopted by the European Union (IFRS – EU).
During the first half of 2024, and as disclosed by the Ramada Group to the market, the sale transaction of the subsidiary Ramada Aços and its subsidiaries was completed. The key information and indicators of Ramada Group's consolidated activity can be presented as follows:
| Amounts in thousands of Euros | 1H 2024 | 1H 2023 (Restated IFRS 5) |
Var. % |
|---|---|---|---|
| Total revenues | 5 095 | 4 852 | 5.0% |
| Total costs | (938) | (1 226) | -23.5% |
| EBITDA | 4 157 | 3 626 | 14.6% |
| EBITDA margin | 81.6% | 74.7% | +6.9 p. p. |
| Amortization and depreciation | (278) | (240) | 15.8% |
| EBIT | 3 879 | 3 386 | 14,6% |
| EBIT margin | 76.1% | 69.8% | -6.3 p. p. |
| Results related to investments | 387 | 187 | 107.0% |
| Financial expenses | (1 019) | (773) | 31.8% |
| Financial income | 10 | 60 | -83.3 |
| RELATÓRIO DO CONSELHO DE ADMINIST | |||
|---|---|---|---|
| Profit before income tax from continuing operations | 3 257 | 2 860 | 13.9% |
| Income tax | (630) | (602) | 4.7% |
| Consolidated net profit from continuing operations | 2 627 | 2 258 | 16.3% |
| Profit after tax from discontinued operations | 22 192 | 3 141 | 606.5% |
| Consolidated net profit | 24 819 | 5 399 | 359.7% |
| Net profit attributable to shareholders of the parent company | 24 819 | 5 399 | 359.7% |
On 21 June 2024, Ramada Group informed the market about the completion of the sale to 1 Thing Investments, S.A. of all the shares representing the share capital and voting rights of Ramada Aços, S.A., and its subsidiaries, namely, Universal – Afir, S.A., Planfuro Global, S.A., Ramada Solar, Unipessoal, Lda., owned directly by Ramada Aços, and also Blau Stahl, Unipessoal Lda, owned by Planfuro Global, S.A., everything in accordance with the terms contracted on 10 May 2024 and in due course announced to the market, on 12 and 14 May 2024. The Special Steels activity was developed by the referred entities, which are dedicated to the distribution of special steels, steel for molds, the production of drawn steel, and to the rendering of services, namely, Machining and Heat Treatment, for two main application areas, namely, metalworking and molds and tools.
This transaction represented a cash inflow of 70.5 million Euro, of which 59.6 million Euro was in the form of a fixed price and ticking fee, the amount paid by 1 Thing, and 10.9 million euros was in the form of a dividend distribution, made by Ramada Aços to Ramada Investimentos, before the transaction took place, under the terms contractually agreed between the parties.
As a result of the completion of the sale transaction, a capital gain was calculated as at 30 June 2024 in the consolidated financial statements of Ramada, taking into account the price, the costs associated with the transaction and the net assets of the aforementioned subsidiaries, in the amount of 21.1 million Euro, which is presented under the caption " Profit after tax from discontinued operations ".
In accordance with IFRS 5, all the operations of Ramada Aços and its subsidiaries up to the date of the transaction were presented under the caption "Profit after tax from discontinued operations" in the consolidated income statement. In this way, the results of discontinued operations for 2024, up to the date of the transaction, amounted to 0.7 million Euro, and the information for the year ended 30 June 2023 was also restated.
It is the Group's understanding that transactions between continued operations and discontinued operations, namely industrial asset leasing contracts, will continue after the sale transaction, which is why the income and expenses have been eliminated in the discontinued operations, with this disclosure being the one that best represents the activity of continued operations after the sale transaction.
By means of completion of the transaction, the previously existing group relationship between Ramada Investimentos and Ramada Aços has been terminated.
With the completion of the transaction of the sale of Ramada Aços and its subsidiaries, and with reference to 30 June 2024, the Board of Directors believes that, in view of the plan developed, the criteria for the presentation of the Wire Drawing activity, whose main business is the manufacture and commercialization of steel wires, capable of being used in a wide variety of fields, including industry, agriculture and construction, developed by Socitrel, as a discontinued operation, have been met.
In the first semester of 2024, the Wire Drawing activity has registered a decrease in turnover. Although sales have grown in quantity, the average price was, approximately, 14% lower than in the first semester of 2023. The Wire Drawing activity operates essentially for the foreign market, which, in the first semester of 2024, represented 65% of turnover, with emphasis on Spain and the United States of America. In the first semester of 2023, exports represented 63% of turnover.
In accordance with IFRS 5, all the operations of Socitrel and its subsidiaries were presented under the caption "Profit after tax from discontinued operations" in the consolidated income statement. In this way, the results of discontinued operations for 2024, amounted to 0.4 million Euro, and the information for the year ended 30 June 2023 was also restated.
It is the Group's understanding that transactions between continued operations and discontinued operations, namely industrial asset leasing contracts, will continue after a possible sale transaction, which is why the income and expenses have been eliminated in the discontinued operations, with this disclosure being the one that best represents the activity of continued operations after a possible sale transaction.
As a result of the completion of the sale of Ramada Aços and its subsidiaries, and the presentation of Socitrel and its subsidiaries in this consolidated financial information as a discontinued operation, as explained above, the Board of Directors believes that, according to the way the information is monitored by it, there is only one segment that can be reported that, essentially, incorporates the following activities:
Total revenues of Ramada Group in the first semester of 2024 amounted to 5,095 thousand Euro, representing a increase of 5% over the total revenues recorded in the same period of 2023.
Total costs amounted to 938 thousand Euro, recording a reduction of 23.5% over the same period of the previous year.
EBITDA amounted to 4,157 thousand Euro, an increase of 14.6% over the amount recorded in the first semester of 2023. EBITDA margin reached 81.6%, representing an increase of 6.9 percentage points when compared to the same period of the previous year.
EBIT, in the amount of 3,879 thousand Euro, recorded an increase of 14.6% when compared to 3,386 thousand Euro recorded in the first six months of 2023.

RELATÓRIO DO CONSELHO DE ADMINIST The Financial results, in the amount of negative 1,009 thousand Euro, recorded a 41.5% variation over the same period of the previous year.
The consolidated net profit from continued operations recorded in the first semester of 2024 in the amount of 2,627 thousand Euro, presented an increase of 16.3% compared to the net profit of the same period of the previous year.
As of 30 June 2024, the amount of cash and cash equivalents exceeds the amount of bank loans and other loans by approximately 17 million Euro. Ramada Group's net nominal indebtedness on 31 December 2023 amounted to, approximately, 30 million Euro.
The second quarter of 2024 was marked by the completion of the sale of Ramada Aços and its subsidiaries.
Taking into account the current context of the European economy, we continue on our path of continuous improvement in the search for greater efficiency, the profitability of operations and the maximization of free cash flow.

RELATÓRIO DO CONSELHO DE ADMINIST
In accordance with the current legislation, the Group is not required to provide information regarding corporate governance, since this information is only compulsory together with the annual management report. The detailed annual report of corporate governance is included in the Annual Report of 2023 and it is available in our site (www.ramadainvestimentos.pt).

Under the terms and for the purposes of the provisions of Article 66, paragraph 5, d) of the Portuguese Companies Act, it is reported that as of June 30, 2024 Ramada Investimentos did not hold any of its own shares, nor did it acquire or sell any of its own shares during the year.
It is hereby stated, pursuant to and for the purposes of Article 447 of the Portuguese Companies Act, that the following directors of Ramada Investimentos e Indústria, S.A., as of June 30, 2024, held shares as follows:
| 5,300,000 | ||
|---|---|---|
| 4,845,383 | ||
| 4,009,402 | ||
| 3,118,408 | ||
(a) – the 5,300,000 shares correspond to the total number of shares of Ramada Investimentos e Indústria, S.A. held by CADERNO AZUL, S.A., of which the director João Manuel Matos Borges de Oliveira is a director and dominant shareholder.
(b) – the 4,845,383 shares correspond to the total number of shares of Ramada Investimentos e Indústria, S.A. held by PROMENDO INVESTIMENTOS, S.A., of which the director Ana Rebelo de Carvalho Menéres de Mendonça is a director and dominant shareholder.
(c) – the 4,009,402 shares correspond to the total number of shares of Ramada Investimentos e Indústria, S.A. held by ACTIUM CAPITAL, S.A., of which the director Paulo Jorge dos Santos Fernandes is a director and dominant shareholder.
(d) – the 3,118,408 shares correspond to the total number of shares of Ramada Investimentos e Indústria, S.A. held by VIEIRA DE MATOS – VDM CAPITAL, S.A. (previously known as LIVREFLUXO, S.A.), of which the director Domingos José Vieira de Matos is a director and dominant shareholder.
The Statutory Auditor, the members of the Statutory Audit Board and the Board of the Shareholders' General Meeting did not, at June 30, 2024, hold shares representing the share capital of Ramada Investimentos.

On June 30, 2024 and according to the notifications received by the Company, under the terms and for the purposes of Articles 16, 20 and 29-R of the Portuguese Securities Code, it is reported that the companies and/or individuals who have a qualified social participation exceeding 5%, 10%, 15%, 20%, 25%, 33%, 50%, 66% and 90% of the voting rights, are as follows:
| No. of shares held on | % Share capital with | |
|---|---|---|
| 1 Thing, Investments,SA | 30-Jun-2024 | voting rights |
| Directly (a) | 2,565,293 | 10.004% |
| Total attributable | 2,565,293 | 10.004% |
(a) - the 2,565,293 Ramada Investimentos e Indústria, S.A. shares are directly held by the company 1 Thing, Investments, S.A. whose board of directors includes Ramada's director Pedro Miguel Matos Borges de Oliveira
RELATÓRIO DO CONSELHO DE ADMINIST
| No. of shares held on | % Share capital with | |
|---|---|---|
| Domingos José Vieira de Matos | 30-Jun-2024 | voting rights |
| Through VIEIRA DE MATOS - VDM CAPITAL, S.A. (of which he is dominant shareholder and director) | 3,118,408 | 12.16% |
| Total attributable | 3,118,408 | 12.16% |
| No. of shares held on | % Share capital with | |
|---|---|---|
| Paulo Jorge dos Santos Fernandes | 30-Jun-2024 | voting rights |
| Through Actium Capital, S.A. (of which he is dominant shareholder and director) | 4,009,402 | 15.64% |
| Total attributable | 4,009,402 | 15.64% |
| No. of shares held on | % Share capital with | ||
|---|---|---|---|
| Ana Rebelo Carvalho Menéres de Mendonça | 30-Jun-2024 | voting rights | |
| Through PROMENDO INVESTIMENTOS, S.A. (of which she is dominant shareholder and director) | 4,845,383 | 18.90% | |
| Total attributable | 4,845,383 | 18.90% |
| No. of shares held on | % Share capital with | |
|---|---|---|
| João Manuel Matos Borges de Oliveira | 30-Jun-2024 | voting rights |
| Through Caderno Azul, S.A. (of which he is dominant shareholder and director) | 5,300,000 | 20.67% |
| Total attributable | 5,300,000 | 20.67% |
Ramada Investimentos has not been advised of any holdings with over 25% of the voting rights.

We don't want to conclude without thanking the several partners of the Group for their trust in our organization. We would also like to express our gratitude to all our employees for their dedication and commitment.
RELATÓRIO DO CONSELHO DE ADMINIST
Oporto, July 25, 2024
Board of Directors
João Manuel Matos Borges de Oliveira
____________________________________
____________________________________
____________________________________
____________________________________ Paulo Jorge dos Santos Fernandes
Domingos José Vieira de Matos
Pedro Miguel Matos Borges de Oliveira
____________________________________ Ana Rebelo de Carvalho Menéres de Mendonça
____________________________________
Laurentina da Silva Martins
RELATÓRIO DO CONSELHO DE ADMINIST
EBIT: EBITDA + Amortization and depreciation
EBIT margin: EBIT / Total revenues
EBITDA: Profit before income tax from continuing operations, Financial results, Amortization and depreciation and Results related to investments
EBITDA margin: EBITDA / Total revenues
Financial results: Financial income - Financial expenses
Net nominal indebtedness: Bank loans (nominal values) + Other loans (nominal values) – Cash and cash equivalents
Total costs: Cost of sales and production variation + External supplies and services + Payroll expenses + Other expenses + Provisions and impairment losses
Total revenues: Sales and services rendered + Other income

The signatories individually declare that, to their knowledge, the Consolidated Condensed Financial Statements were prepared in accordance with the International Financial Reporting Standards as adopted by the European Union ("IFRS-EU"), for the purpose of interim reporting, and the other accounting documents required by law or regulation, give a truthful and appropriate image, in all material respects, of the assets and liabilities, financial position and the consolidated results of Ramada Investimentos e Indústria, S.A. and of the companies included in the consolidation perimeter, and that the Interim Director's Report accurately explains the activity evolution, performance and financial position of Ramada Investimentos e Indústria, S.A. and the companies included in the consolidation perimeter, and contains a description of the major risks and uncertainties that they face.
The members of the Board of Directors of Ramada Investimentos e Indústria, S.A. declare that they assume responsibility for this information and assure that the items included herein are true and that, to the best of their knowledge, there are no omissions.
Pursuant to article 210 of the Social Security Code (approved by Law no. 110/2009, of 16 September) the Board of Directors informs that there are no overdue debts to the State, namely with respect to Social Security.

RELATÓRIO DO CONSELHO DE ADMINIST
Disclosure of shares and other securities held by members of the Board of Directors and Managers, as well as by persons closely related thereto, pursuant to Article 29-R of the Portuguese Securities Code, and transactions involving these carried out during the semester under analysis:
| Board of Directors | No shares held at 31-Dec-2023 |
Acquisitions | Disposals | No shares held at 30-Jun-2024 |
|---|---|---|---|---|
| João Manuel Matos Borges de Oliveira (imputation through CADERNO AZUL, S.A.) | 5,300,000 | - | - | 5,300,000 |
| Ana Rebelo de Carvalho Menéres de Mendonça (imputation through PROMENDO INVESTIMENTOS, S.A.) | 4,845,383 | - | - | 4,845,383 |
| Paulo Jorge dos Santos Fernandes (imputation through ACTIUM CAPITAL, S.A.) | 4,009,402 | - | - | 4,009,402 |
| Domingos José Vieira de Matos (imputation through VIEIRA DE MATOS - VDM CAPITAL, S.A.) | 3,118,408 | - | - | 3,118,408 |
| Pedro Miguel Matos Borges de Oliveira (imputation through 1 THING, INVESTMENTS, S.A.) | 2,565,293 | - | - | 2,565,293 |
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT 30 JUNE 2024 AND 31 DECEMBER 2023 (Amounts expressed in Euros) (Translation of financial statements originally issued in Portuguese - Note 20)
| ASSETS | Notes | 30.06.2024 | 31.12.2023 | |
|---|---|---|---|---|
| NON-CURRENT ASSETS: | ||||
| Investment properties | 8 | 91,888,301 | 88,725,246 | |
| Property, plant and equipment | 3,972,440 | 25,342,887 | ||
| Intangible assets | - | 18,199 | ||
| Right-of-use assets | 4,609 | 1,215,493 | ||
| Goodwill | - | 11,257 | ||
| Investments in associated companies | 4.2 | 6,176,068 | 5,788,779 | |
| Other investments | 4.3 | - | - | |
| Other financial assets | - | 28,815 | ||
| Deferred tax assets | 197,618 | 1,716,774 | ||
| Total non-current assets | 102,239,036 | 122,847,450 | ||
| CURRENT ASSETS: | ||||
| Inventories | - | 24,305,290 | ||
| Trade receivables | 3,715,552 | 36,225,831 | ||
| Other debts from third parties | 277,154 | 2,912,551 | ||
| Income tax | 2,606,712 | 2,946,721 | ||
| Other current assets | - | 130,844 | ||
| Cash and cash equivalents | 10 | 60,223,969 | 16,162,326 | |
| Total current assets | 66,823,387 | 82,683,563 | ||
| Non-current assets related to discontinued operations | 7 | 31,682,174 | - | |
| Total assets | 200,744,597 | 205,531,013 | ||
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 11 | 25,641,459 | 25,641,459 | |
| Legal reserve | 7,193,058 | 7,193,058 | ||
| Other reserves | 76,078,515 | 80,537,220 | ||
| Consolidated net profit/(loss) for the period | 24,818,631 | 10,413,341 | ||
| Total equity attributable to shareholders of the Parent Company | 133,731,663 | 123,785,078 | ||
| Non-controlling interests | - | - | ||
| Total equity | 133,731,663 | 123,785,078 | ||
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: | ||||
| Bank loans | 12 | 15,000,000 | 19,500,000 | |
| Other loans | 12 | - | 357,224 | |
| Lease Liabilities Provisions |
14 | - 1,500,000 |
849,575 2,185,467 |
|
| Deferred tax liabilities | 4,633 | 912,916 | ||
| Total non-current liabilities | 16,504,633 | 23,805,182 | ||
| CURRENT LIABILITIES: | ||||
| Bank loans | 12 | 5,500,000 | 5,987,401 | |
| Other loans | 12 | 20,580,001 | 20,358,932 | |
| Lease liabilities | 5,776 | 371,614 | ||
| Trade payables | 1,121,705 | 23,364,025 | ||
| Other debts to third parties | 144,225 | 3,214,353 | ||
| Other current liabilities | 13 | 1,227,555 | 4,644,428 | |
| Total current liabilities | 28,579,262 | 57,940,753 | ||
| Non-current liabilities related to discontinued operations | 7 | 21,929,039 | - | |
| Total liabilities | 67,012,934 | 81,745,935 | ||
| Total liabilities and equity | 200,744,597 | 205,531,013 | ||
The accompanying notes are an integral part of the condensed consolidated financial statements.
(Amounts expressed in Euros)
| Notes | 30.06.2024 | 30.06.2023 (Restated Note 5) |
||
|---|---|---|---|---|
| Sales and services rendered | 5,049,018 | 4,824,152 | ||
| Other income | 46,291 | 28,043 | ||
| Cost of sales and variation in production | - | - | ||
| External supplies and services | (430,066) | (634,285) | ||
| Payroll expenses | (373,053) | (453,241) | ||
| Amortisation and depreciation | (278,034) | (240,420) | ||
| Provisions and impairment losses | 14 | - | - | |
| Other expenses Results related to investments |
4.2 | (135,903) 387,289 |
(139,304) 187,495 |
|
| Financial expenses | (1,018,652) | (773,412) | ||
| Financial income | 9,554 | 59,751 | ||
| Profit/(Loss) before income tax from continuing operations | 3,256,444 | 2,858,779 | ||
| Income tax | (630,209) | (601,511) | ||
| Profit/(Loss) after income tax from continuing operations | 2,626,235 | 2,257,268 | ||
| Profit after tax from discontinued operations | 6 | 22,192,396 | 3,141,407 | |
| Consolidated net profit/(loss) for the period | 24,818,631 | 5,398,675 | ||
| Attributable to: | ||||
| Holders of equity in the parent company | ||||
| Continuing Operations | 15 | 2,626,235 | 2,257,268 | |
| Discontinued Operations | 15 | 22,192,396 | 3,141,407 | |
| Non-controlling interests | ||||
| Continuing Operations | - | - | ||
| Discontinued Operations | - | - | ||
| Earnings per share: | ||||
| Continuing Operations | ||||
| Basic | 15 | 0.10 | 0.09 | |
| Diluted | 15 | 0.10 | 0.09 | |
| Discontinued Operations | ||||
| Basic | 15 | 0.87 | 0.12 | |
| Diluted | 15 | 0.87 | 0.12 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
(Translation of financial statements originally issued in Portuguese - Note 20)
(Amounts expressed in Euros)
| Notes | 30.06.2024 | 30.06.2023 (Restated Note 5) |
|
|---|---|---|---|
| Consolidated net income for the period | 24,818,631 | 5,398,675 | |
| Other comprehensive income: | |||
| Items that will not be reclassified to profit or loss: | |||
| Changes in pension liabilities - gross amount | - | - | |
| Changes in pension liabilities - deferred tax | - | - | |
| Items that may be reclassified to profit or loss in the future | - | - | |
| Other comprehensive income for the period | - | - | |
| Total consolidated comprehensive income for the period | 24,818,631 | 5,398,675 | |
| Attributable to: | |||
| Shareholders in the Parent Company | |||
| Continuing Operations | 2,626,235 | 2,257,268 | |
| Discontinued Operations | 22,192,396 | 3,141,407 | |
| Non-controlling interests | |||
| Continuing Operations | - | - | |
| Discontinued Operations | - | - | |
| 24,818,631 | 5,398,675 |
The accompanying notes are an integral part of the condensed consolidated financial statements.

| Attributable to shareholders in the Parent Company | ||||||||
|---|---|---|---|---|---|---|---|---|
| Notes | Share capital | Legal reserve | Other reserves | Consolidated net profit/(loss) for the period |
Total equity attributable to shareholders of parent company |
Non-controlling interests |
Total equity | |
| Balance as at 1 January 2023 | 1 1 |
25,641,459 | 7,193,058 | 81,252,383 | 20,033,547 | 134,120,447 | - | 134,120,447 |
| Total consolidated comprehensive income for the period | - | - | - | 5,398,675 | 5,398,675 | - | 5,398,675 | |
| Appropriation of consolidated result from 2022: Transfer to other reserves Distribution of dividends |
- - |
- - |
20,033,547 (21,025,996) |
- (20,033,547) - |
- (21,025,996) |
- - |
- (21,025,996) |
|
| Balance as at 30 June 2023 | 25,641,459 | 7,193,058 | 80,259,934 | 5,398,675 | 118,493,126 | - | 118,493,126 | |
| Balance as at 1 January 2024 | 1 1 |
25,641,459 | 7,193,058 | 80,537,220 | 10,413,341 | 123,785,078 | - | 123,785,078 |
| Total consolidated comprehensive income for the period Appropriation of consolidated result from 2023: Transfer to other reserves Distribution of dividends |
- - - |
- - - |
- 10,413,341 (14,872,046) |
24,818,631 (10,413,341) - |
24,818,631 - (14,872,046) |
- - - |
24,818,631 - (14,872,046) |
|
| Balance as at 30 June 2024 | 25,641,459 | 7,193,058 | 76,078,515 | 24,818,631 | 133,731,663 | - | 133,731,663 | |
| The accompanying notes are an integral part of the condensed consolidated financial statements. |
The accompanying notes are an integral part of the condensed consolidated financial statements.
(Translation of financial statements originally issued in Portuguese - Note 20) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2024 AND 2023
(Amounts expressed in Euros)
| Notes | 30.06.2024 | 30.06.2023 | |||
|---|---|---|---|---|---|
| Operational activities: | |||||
| Receipts from customers | 81,723,296 | 98,926,141 | |||
| Payments to suppliers | (53,918,289) | (61,489,504) | |||
| Payments to personnel | (4,785,814) | 23,019,193 | (4,105,067) | 33,331,570 | |
| Paid/Received corporate income tax | (549,360) | (1,424,044) | |||
| Other receipts/payments relating to operating activities | (8,179,500) | (8,728,860) | (9,663,212) | (11,087,256) | |
| Cash flows generated by operating activities (1) | 14,290,333 | 22,244,314 | |||
| Investment activities: | |||||
| Receipts arising from: | |||||
| Property, plant and equipment | 41,513 | - | |||
| Investments | 6 | 55,277,213 | - | ||
| Interest and similar income | 46,846 | 55,365,572 | 79,827 | 79,827 | |
| Payments relating to: | |||||
| Investments in subsidiaries net of cash and cash equivalents acquired | - | (2,135,311) | |||
| Property, plant and equipment | (1,492,422) | (2,998,674) | |||
| Investment properties | - | (1,492,422) | - | (5,133,985) | |
| Loans granted | - | - | |||
| Cash flows generated from investments activities (2) | 53,873,150 | (5,054,158) | |||
| Financing activities: | |||||
| Receipts arising from: | |||||
| Loans obtained | 49,910,637 | 49,910,637 | 99,907,675 | 99,907,675 | |
| Payments relating to: | |||||
| Interest and similar expenses | (1,173,279) | (647,730) | |||
| Dividends | (14,873,138) | (21,025,996) | |||
| Lease liabilities | (214,245) | (152,449) | |||
| Other financing transaction | (101,372) | - | |||
| Loans obtained | (50,910,637) | (67,272,671) | (98,189,606) | (120,015,781) | |
| Cash flows generated from financing activities (3) | (17,362,034) | (20,108,106) | |||
| Cash and cash equivalents at the beginning of the period | 10 | 11,058,821 | 24,802,654 | ||
| Cash and cash equivalents variation: (1)+(2)+(3) | 50,801,449 | (2,917,950) | |||
| Cash and cash equivalents at the end of the period | 10 | 61,860,270 | 21,884,704 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
RAMADA INVESTIMENTOS E INDÚSTRIA, S.A. ("Ramada Investimentos", "Ramada Group" or "Group") is a company incorporated as of June 1, 2008, with its head-office located at Rua Manuel Pinto de Azevedo, 818, Oporto, Portugal, and whose main activity is the management of financial investments, being its shares listed in the Euronext Lisbon Stock Exchange, since 2008. Ramada Investimentos is the parent company of the group of companies listed in Note 4 (Ramada Group).
During the first half of 2024, as announced by the Ramada Group, the sale of the subsidiary Ramada Aços, S.A., and its subsidiaries was completed. As a result of the transaction, the group relationship that had existed between Ramada Investimentos and Ramada Aços and its subsidiaries has ended (Note 6).
With the completion of the sale transaction of Ramada Aços and its subsidiaries, and with reference to 30 June 2024, the Board of Directors believes that, in view of the plan developed, the criteria for the presentation of the Wire Drawing activity, whose main business is the manufacture and commercialization of steel wires, capable of being used in a wide variety of fields, including industry, agriculture and construction, developed by Socitrel, as a discontinued operation, have been met (Note 7).
As explained above, the Board of Directors believes that, according to the way the information is monitored by it, there is only one segment that can be reported that, essentially, incorporates the activities of real estate asset management activity, developed by the company F. Ramada ll - Imobiliária, S.A., and the financial investments management activity, relating to minority shareholdings, namely, the participations held in CEV, S.A. and Fisio Share – Gestão de Clínicas, S.A. (Note 17).
The consolidated financial statements of Ramada Group are presented in Euro (rounded to units), which is the currency used by the Group in its operations and, therefore, is its functional currency.
The condensed consolidated financial statements, for the six months period ended on 30 June 2024, were prepared in accordance with IAS 34 – Interim Financial Reporting and include the condensed consolidated statement of financial position, the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows, as well as the selected explanatory notes. These condensed consolidated financial statements do not include all the information required to be published on the annual financial statements, and should, therefore, be read together with the consolidated financial statements of the Ramada Group for the financial year ended 31 December 2023.
The accounting policies adopted for preparation of the attached condensed consolidated financial statements were consistently applied during the periods being compared.
The Board of Directors assessed the capacity of the Company, its subsidiaries and associates to operate on a going concern basis, based on the entire relevant information, facts and circumstances, of financial, commercial or other nature, including events subsequent to the condensed consolidated financial statements' reference date, as available regarding the future. As a result of the assessment conducted, the Board of Directors concluded that it has adequate resources to keep up its operations, which it does not intend to cease in the short term. Therefore, it was considered appropriate to use the going concern basis in preparing the condensed consolidated financial statements.
The attached condensed consolidated financial statements were prepared based on the accounting books and records of the company, its subsidiaries, and associates, adjusted in the consolidation process, in the assumption of going concern basis. When preparing the condensed consolidated financial statements, the Group used historical cost as its basis, modified, where applicable, by fair value measurement.
The preparation of condensed consolidated financial statements requires the use of estimates, assumptions and critical judgements in the process of determining accounting policies to be adopted by the Group, with significant impact on the book value of assets and liabilities, as well as on income and expenses for the period. Although these estimates are based on the best experience of the Board of Directors and on its best expectations regarding current and future events and actions, current and future results may differ from these estimates. Areas involving a higher degree of judgement or complexity, or areas with significant assumptions and estimates are disclosed in Note 3 of the
1
accompanying notes to the consolidated financial statements of the Group for the financial year ended 31 December 2023.
During the reporting period there were no changes in the accounting policies and no material mistakes related with previous periods were identified.
Up to the date of approval of these condensed consolidated financial statements, the European Union endorsed the following accounting standards, interpretations, amendments and revisions, mandatorily applied to the financial year beginning on 1 January 2024:
| Effective date (financial years begun on or after) |
|
|---|---|
| Amendments to IAS 1 – Presentation of financial statements – Classification of current and non-current liabilities |
01 Jan 2024 |
| Amendments to IFRS 16 – Lease liabilities in sale and leaseback transactions | 01 Jan 2024 |
| Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements |
01 Jan 2024 |
The adoption of these standards and interpretations had no relevant impact on the Ramada Group's condensed consolidated financial statements.
No new accounting standards or interpretations, with mandatory application in future economic years, have been endorsed by the European Union until the date of approval of these condensed consolidated financial statements.
The following standards, interpretations, amendments and revisions were not endorsed by the European Union at the date of the approval of the condensed consolidated financial statements:
| Effective date (financial years begun on or after) |
|
|---|---|
| Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability |
01 Jan 2025 |
| Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) |
01 Jan 2026 |
| Cycle of Annual Improvements to IFRS standards – Volume 11 | 01 Jan 2026 |
| IFRS 18 Presentation and Disclosure in Financial Statements | 01 Jan 2027 |
IFRS 19 Subsidiaries without Public Accountability: Disclosures 01 Jan 2027
These standards have not yet been endorsed by the European Union and, as such, the Group did not proceed with the early adoption of any of these standards in the condensed consolidated financial statements for the period ended 30 June 2024, as their application is not mandatory, and is in the process of examining the expected effects of these standards.
The companies included in the consolidated financial statements by the full consolidation method, its headquarters, percentage of participation held and main activity as of 30 June 2024 and 31 December 2023, are as follows:
| Effective held percentage | ||||
|---|---|---|---|---|
| Company | Registered office |
30.06.2024 | 31.12.2023 | Activity |
| Parent company | ||||
| Ramada Investimentos e Indústria S.A. | Porto | - | - | Management consulting services and shareholding management |
| Ramada Group | ||||
| Ramada Aços, S.A. (a) | Ovar | - | 100% | Steel trade |
| Planfuro Global, S.A. (a) | Leiria | - | 100% | Metal mould manufacturing |
| Universal Afir, S.A. (a) | Ovar | - | 100% | Steel trade |
| F. Ramada II, Imobiliária, S.A. | Ovar | 100% | 100% | Real estate |
| Socitrel - Sociedade Industrial de Trefilaria, S.A. (b) | Trofa | 100% | 100% | Steel wire manufacturing and trade |
| Socitrel España, S.A. (b) | Spain | 100% | 100% | Steel wire manufacturing and trade |
| Expeliarmus - Consultoria, Unipessoal, Lda. | Trofa | 100% | 100% | Shareholding management |
| Ramada Solar, Unipessoal, Lda. (a) | Ovar | - | 100% | Management of energy production and sale facilities |
| Socitrel Solar, Unipessoal, Lda. (b) | Trofa | 100% | 100% | Management of energy production and sale facilities |
| Blau Stahl, Unipessoal, Lda. (a) | Estarreja | - | 100% | Steel trade |
(a) Entities sold in the second quarter of 2024 (Note 6).
(b) Entities classified as discontinued activities as of 30 June 2024 (Note 7).
These subsidiaries were included in the consolidated financial statements of Ramada Group in accordance with the full consolidation method.
As at 30 June 2024 and 31 December 2023, the caption "Investments in associated companies" can be detailed as follows:
| 30 June 2024 | ||||||
|---|---|---|---|---|---|---|
| Company | % Held | Opening balance |
Transfers | Additions | Reductions | Closing balance |
| Fisio Share – Gestão de Clínicas, S.A | 39.71% | 5,788,779 5,788,779 |
- - |
387,289 387,289 |
- - |
6,176,068 6,176,068 |
| (Amounts expressed in Euro) | |
|---|---|
| 31 December 2023 | ||||||
|---|---|---|---|---|---|---|
| Company | % Held | Opening balance |
Transfers | Additions | Reductions | Closing balance |
| Fisio Share – Gestão de Clínicas, S.A | 39.71% | 5,231,294 | - | 557,485 | - | 5,788,779 |
| 5,231,294 | - | 557,485 | - | 5,788,779 | ||
As at 30 June 2024 and 31 December 2023, the movement in this caption relates to the application of the equity method to the Group's investment in Fisio Share Gestão de Clínicas, S.A.. This subsidiary is engaged in providing technical and consulting services in the areas of health management and administration.
The application of the equity method relatively to the six months period ended as at 30 June 2024 was made based on the provisional and unaudited consolidated financial statements of the entity above mentioned, with the impact on net income for the current period being recorded under the caption "Results related to investments". As at 30 June 2024, the financial participation value amounted to 6,176,068 Euro (5,788,779 Euro as at 31 December 2023). The Board of Directors believes that there will be no materially significant differences between the financial statements used for the purposes of applying this method and the final consolidated financial statements of that entity.
As of 30 June 2024, and 31 December 2023, the caption 'Other investments' and respective impairment losses can be detailed as follows:
| 30.06.2024 | 31.12.2023 | |
|---|---|---|
| Gross value | ||
| Opening value | 5,749,445 | 5,749,445 |
| Additions | - | - |
| Closing balance | 5,749,445 | 5,749,445 |
| Accumulated impairment losses (Note 14) | ||
| Opening value | (5,749,445) | (5,749,445) |
| Additions | - | - |
| Closing balance | (5,749,445) | (5,749,445) |
| Net value | - | - |
As at 30 June 2024 and 31 December 2023, the Group held 22.52% of the company CEV, S.A. This participated company is engaged in the developments and intellectual protection, production and trade of organic fungicides for agriculture. This investee is not listed and the Group does not have significant influence over this holding, namely due to:
In view of the above, the Group believes that, having no influence on the company's governance bodies, it should consider this holding as other investment and not as an associate.
The measurement of evidence of investment impairments in other investments takes into consideration, among others, the Companies' financial indicators, its Operating Profit, and the shareholders' return, namely considering its ability to distribute dividends.
The condensed consolidated income statement for the period ended 30 June 2023 was restated, in accordance with IFRS 5, as a result of the completion of the sale transaction of the subsidiary Ramada Aços and its subsidiaries (Note 6) and of the classification of Socitrel and its subsidiaries as discontinued operations (Note 7). Thus, the impacts on the consolidated income statement for the period ended 30 June 2023 are related to the reclassification of its transactions to the caption "Profit after tax from discontinued operations".
As of 30 June 2023, the impacts of the restatement of the condensed consolidated income statement are as follows:
| 30.06.2023 (Before Restatement) |
Discontinued operations | 30.06.2023 (After Restatement) |
|
|---|---|---|---|
| Sales and services rendered | 78,900,981 | (74,076,829) | 4,824,152 |
| Other income | 145,747 | (117,704) | 28,043 |
| Cost of sales and variation in production | (51,453,978) | 51,453,978 | - |
| External supplies and services | (8,825,194) | 8,190,909 | (634,285) |
| Payroll expenses | (8,062,159) | 7,608,918 | (453,241) |
| Amortisation and depreciation | (2,379,586) | 2,139,166 | (240,420) |
| Provisions and impairment losses | (91,001) | 91,001 | - |
| Other expenses | (333,007) | 193,703 | (139,304) |
| Results related to investments | 187,495 | - | 187,495 |
| Financial expenses | (1,404,253) | 630,841 | (773,412) |
| Financial income | 115,044 | (55,293) | 59,751 |
| Earnings before taxes from continued operations | 6,800,089 | (3,941,310) | 2,858,779 |
| Income tax | (1,401,414) | 799,903 | (601,511) |
| Earnings after taxes from continued operations | 5,398,675 | (3,141,407) | 2,257,268 |
| Profit after tax from discontinued operations | - | 3,141,407 | 3,141,407 |
| Consolidated net profit/(loss) for the period | 5,398,675 | - | 5,398,675 |
| Attributable to: Holders of equity in the parent company Continuing Operations Discontinued Operations |
5,398,675 - |
(3,141,407) 3,141,407 |
2,257,268 3,141,407 |
| Non-controlling interests Continuing Operations Discontinued Operations |
- - |
- - |
- - |
During the six-month period ended 30 June 2024, the following change occurred in the consolidation perimeter:
On 21 June 2024, Ramada Group informed the market about the completion of the sale to 1 Thing Investments, S.A. of all the shares representing the share capital and voting rights of Ramada Aços, S.A., and its subsidiaries, namely, Universal – Afir, S.A., Planfuro Global, S.A., Ramada Solar, Unipessoal, Lda., owned directly by Ramada Aços, and also Blau Stahl, Unipessoal Lda, owned by Planfuro Global, S.A., everything in accordance with the terms contracted on 10 May 2024 and in due course announced to the market, on 12 and 14 May 2024. The Special Steels activity was developed by the referred entities, which are dedicated to the distribution of special steels, steel for molds, the production of drawn steel, and to the rendering of services, namely, Machining and Heat Treatment, for two main application areas, namely, metalworking and molds and tools.
By means of completion of the transaction, the previously existing group relationship between Ramada Investimentos and Ramada Aços and its subsidiaries has been terminated.
As of 30 June 2024, the amount included in the caption "Profit after tax from discontinued operations" is detailed as follows:
| 30.06.2024 | |
|---|---|
| a) Profit from discontinued operations | |
| Profit after tax from Ramada Aços and its subsidiaries until the date of the sale transaction | 669,923 |
| Profit after tax from Socitrel and its subsidiaries until 30 June 2024 (Note 7) | 406,399 |
| b) Gain from the completion of the sale transaction of Ramada Aços and its subsidiaries | 21,116,074 |
| Profit after tax from discontinued operations | 22,192,396 |
a) Profit from discontinued operations
In accordance with IFRS 5, all the operations of Ramada Aços and its subsidiaries up to the date of the transaction were presented under the caption "Profit after tax from discontinued operations" in the condensed consolidated income statement. In this way, the results of discontinued operations associated with Ramada Aços and its subsidiaries up to the date of the transaction, amounted to 0.7 million Euro, and the information for the year ended 30 June 2023 was restated (Note 5).
Thus, the results from discontinued operations associated with Ramada Aços and its subsidiaries until the date of the sale transaction were as follows:
| Until the date of sale | |
|---|---|
| transaction | |
| Sales and services rendered | 41,513,679 |
| Other income | 204,022 |
| Cost of sales and variation in production | (29,068,877) |
| External supplies and services | (4,887,490) |
| Payroll expenses | (5,205,533) |
| Amortisation and depreciation | (1,630,984) |
| Provisions and impairment losses | 100,000 |
| Other expenses | (147,831) |
| Results related to investments | - |
| Financial expenses | (281,482) |
| Financial income | 47,607 |
| Profit before tax from discontinued operations | 643,111 |
| Income tax | 26,812 |
| Profit after tax from discontinued operations | 669,923 |
It is the Group's understanding that transactions between continued operations and discontinued operations, namely industrial real estate leasing contracts, will continue after the sale transaction, which is why the income and expenses have been eliminated in the discontinued operations, with this disclosure being the one that best represents the activity of continued operations after the sale transaction.
The operations of Socitrel and its subsidiaries, also presented under the caption "Profit after tax from discontinued operations", are detailed in Note 7.
As referred above, on 21 June 2024, Ramada Group completed the sale to 1 Thing Investments, S.A. of all the shares representing the share capital and voting rights of Ramada Aços, S.A., and its subsidiaries. The effects of these disposals on the condensed consolidated financial statements at 30 June 2024 can be detailed as follows:
| At the date of sale | |
|---|---|
| transaction | |
| Net assets | |
| Property, plant and equipment | 5,587,904 |
| Right-of-use assets | 850,602 |
| Inventories | 16,405,052 |
| Trade receivables | 24,354,077 |
| Cash and cash equivalents | 4,273,957 |
| Trade payables | (9,646,833) |
| Other net assets and liabilities | (5,322,900) |
| Total net assets disposed | 36,501,859 |
| Gain/(Loss) on disposal | 23,049,311 |
| Costs associated with the transaction | (1,933,237) |
| Gain/(Loss) on disposal after deduction of costs associated with the transaction | 21,116,074 |
| Disposal price | 59,551,170 |
| Amounts received | 59,551,170 |
| Net cash flow from disposal | |
| Amounts received | 59,551,170 |
| Cash and cash equivalents disposed | (4,273,957) |
| 55,277,213 | |
As a result of the completion of the sale transaction, a capital gain was calculated as at 30 June 2024 in the consolidated financial statements of Ramada, taking into account the price, the costs associated with the transaction and the net assets of the aforementioned subsidiaries, in the amount of 21.1 million Euro, which is presented under the caption "Profit after tax from discontinued operations".
Until the date of the sale transaction, the cash flows from discontinued operations related to Ramada Aços and subsidiaries are as follows:
| Until the date of sale | |
|---|---|
| transaction | |
| Cash flows generated by operating activities | 5,098,153 |
| Cash flows generated from investments activities | 54,498,878 |
| Cash flows generated from financing activities | (286,674) |
Cash flows generated from investment activities from discontinued operations related to Ramada Aços and subsidiaries, until the date of the sale transaction, include the net cash flow from the disposal.
With the completion of the transaction of the sale of Ramada Aços and its subsidiaries, and with reference to 30 June 2024, the Board of Directors believes that, in view of the plan developed, the criteria for the presentation of the Wire Drawing activity, whose main business is the manufacture and commercialization of steel wires, capable of being used in a wide variety of fields, including industry, agriculture and construction, developed by Socitrel, as a discontinued operation, have been met.
In accordance with IFRS 5, all the operations of Socitrel and its subsidiaries were presented under the caption "Profit after tax from discontinued operations" in the condensed consolidated income statement. In this way, the results of discontinued operations related to Socitrel and its subsidiaries until 30 June 2024, amounted to 0.4 million Euro, and the information for the year ended 30 June 2023 was restated (Note 5).
The results from discontinued operations associated with Socitrel and its subsidiaries, until 30 June 2024, were as follows:
| 30.06.2024 | |
|---|---|
| Sales and services rendered | 24,392,882 |
| Other income | 455 |
| Cost of sales and variation in production | (17,733,658) |
| External supplies and services | (2,835,809) |
| Payroll expenses | (2,683,421) |
| Amortisation and depreciation | (462,136) |
| Provisions and impairment losses | - |
| Other expenses | (22,613) |
| Results related to investments | - |
| Financial expenses | (30,588) |
| Financial income | 29,359 |
| Profit before tax from discontinued operations | 654,471 |
| Income tax | (248,072) |
| Profit after tax from discontinued operations | 406,399 |
It is the Group's understanding that transactions between continued operations and discontinued operations, namely industrial real estate leasing contracts, will continue after a possible sale transaction, which is why the income and expenses have been eliminated in the discontinued operations, with this disclosure being the one that best represents the activity of continued operations after a possible sale transaction.
On 30 June 2024, the main assets and liabilities of discontinued operations were as follows:
| 30.06.2024 | |
|---|---|
| Net assets | |
| Property, plant and equipment | 11,403,874 |
| Right-of-use assets | 243,968 |
| Inventories | 6,433,912 |
| Trade receivables | 8,864,581 |
| Cash and cash equivalents (Nota 10) | 3,216,302 |
| Trade payables | (18,627,654) |
| Other net assets and liabilities | (1,781,848) |
| Total net assets | 9,753,135 |
| Non-current assets related to discontinued operations | 31,682,174 |
| Non-current liabilities related to discontinued operations | (21,929,039) |
| Total recognised in the statement of financial position | 9,753,135 |
As of 30 June 2024, the cash flows from discontinued operations, related to Socitrel and its subsidiaries, are as follows:
| 30.06.2024 | |
|---|---|
| Cash flows generated by operating activities | 2,295,294 |
| Cash flows generated from investments activities | (636,848) |
| Cash flows generated from financing activities | (43,310) |
The movement in this caption in the six months period ended 30 June 2024 and in the year ended 31 December 2023 is as follows:
| 30.06.2024 | 31.12.2023 | |
|---|---|---|
| Gross opening balance | 89,825,246 | 89,918,380 |
| Acquisitions | - | - |
| Disposals | - | (93,134) |
| Transfer from Property, plant and equipment | 3,163,055 | - |
| Gross closing balance | 92,988,301 | 89,825,246 |
| Impairment Losses (Note 14) | (1,100,000) | (1,100,000) |
| Closing balance | 91,888,301 | 88,725,246 |
The lease land generated, during the six months ended as of 30 June 2024, income for rents amounting to, approximately, 4,000,000 Euro (approximately 7,600,000 Euro in 31 December 2023).
Investment properties held by Ramada Group essentially correspond to land leased under lease, through contracts signed in 2007 and 2008 with an average duration of twenty years (with the possibility of extending for an additional period of four to six years, depending on the contracts, in case the lessee needs this period to make the number of cuts defined under usual conditions), and the cost method is being used as the valuation method.
The minimum future receipts for leases of forest land amounting, to approximately, 7.6 million Euro in each of the following 5 years. After this period and until the end of the contracts, the minimum future receipts total, approximately 39 million Euro. The rents provided for in each lease agreement are updated at the end of each two-year period, counting from the beginning of the calendar year immediately following the signing of the contract, based on the consumer price index.
Part of the land amounting to, approximately, 74 million Euros is given as collateral for the Group's bank loans.
As at 31 December 2023, the Group consulted an independent external appraiser to support the Board of Directors in determining the fair value of the land recorded as investment property for the purpose of disclosure on this matter and also to assess the existence of any evidence of impairment. Considering the information available to date, the conclusions regarding this matter remain unchanged.
As a result of completion of the sale transaction of the subsidiary Ramada Aços and its subsidiaries the amount allocated to the industrial real estate leased to Ramada Aços and its subsidiaries was reclassified to "Investment properties".
In accordance with current legislation, the tax returns are subject to review and correction by the tax authorities over a period of four years (five years for Social Security), except when tax losses have occurred, tax benefits have been granted, or inspections, complaints or disputes are on-going. In these cases, depending on the circumstances, the above referred period deadlines can be extended or suspended. Therefore, the tax returns of Ramada and its subsidiaries for the years 2020 to 2023 may still be subject to review.
The Board of Directors of Ramada believes that any potential corrections arising from reviews/inspections of these tax returns by the tax authorities will not have a significant effect on the condensed consolidated financial statements as of 30 June 2024.
As of 30 June 2024, and 31 December 2023, the caption 'Cash and cash equivalents' included in the condensed consolidated statement of financial position can be detailed as follows:
| 30.06.2024 | 31.12.2022 | |
|---|---|---|
| Cash | - | 14,368 |
| Bank deposits | 60,223,969 | 16,147,958 |
| Cash and cash equivalents on the statement of financial position | 60,223,969 | 16,162,326 |
| Bank overdrafts (Note 12) | (1,580,001) | (5,103,505) |
| Cash and cash equivalents from discontinued activities (Note 7) | 3,216,302 | - |
| Cash and cash equivalents on the statement of cash flows | 61,860,270 | 11,058,821 |
As of 30 June 2024, Ramada's fully subscribed and paid-up capital consisted of 25,641,459 shares with a nominal value of 1 Euro each.
Regarding the year 2023, the Board of Directors proposed in its Annual Report, which was approved in the General Meeting held on 3 May 2024, that the individual net profit of Ramada Investimentos e Indústria, S.A. in the amount of 36,757,110 Euro be distributed as dividends in the amount of 14,872,046 Euro, with the remaining amount of 21,885,064 Euro being transferred to free reserves.
As of 30 June 2024, and 31 December 2023, the captions "Bank loans" and "Other loans" can be detailed as follows:
| 30.06.2024 | 31.12.2023 | ||||
|---|---|---|---|---|---|
| Current | Non-current | Current | Non-current | ||
| Bank loans | 5,500,000 | 15,000,000 | 5,987,401 | 19,500,000 | |
| Bank loans | 5,500,000 | 15,000,000 | 5,987,401 | 19,500,000 | |
| Commercial paper Escrow accounts |
15,000,000 4,000,000 |
- - |
15,000,000 - |
- - |
|
| Bank overdrafts (Note 10) Investment grants |
1,580,001 - |
- - |
5,103,505 255,427 |
- 357,224 |
|
| Other loans | 20,580,001 26,080,001 |
- 15,000,000 |
20,358,932 26,346,333 |
357,224 19,857,224 |
It is the Board of Directors understanding that as of 30 June 2024 and 31 December 2023 the loans' book value does not differ significantly from its fair value.
The nominal amount of bank loans as of 30 June 2024, and 31 December 2023, will be reimbursed as follows:
| 30.06.2024 | 31.12.2023 | ||||
|---|---|---|---|---|---|
| Repayment year | Amount | Estimated interest 1 |
Repayment year |
Amount | Estimated interest 1 |
| Current Current |
|||||
| 1H 2025 | 26,080,001 | 1,304,000 | 2024 | 26,346,333 | 1,317,317 |
| Non-current 2H 2025 |
1,000,000 | 140,000 | Non-current 2025 |
5,857,224 | 789,308 |
| 2026 2027 |
5,500,000 3,500,000 |
506,280 256,000 |
2026 2027 |
5,500,000 3,500,000 |
500,280 253,000 |
| 2028 | 5,000,000 15,000,000 |
180,000 1,082,279 |
2028 | 5,000,000 19,857,224 |
175,000 1,717,588 |
| 41,080,001 | 2,386,279 | 46,203,557 | 3,034,905 |
1Interest estimated according to the defined contractual conditions, assuming the market conditions verified in 2024 and 2023, respectively.
During the period of six months ended as of 30 June 2024, these loans bear interest at normal market rates depending on the nature and term of the credit obtained.
During the period of six months ended as of 30 June 2024, and the year ended as of 31 December 2023, the Group did not enter into any loan default.
Additionally, as of 30 June 2024, there are no covenants associated with the loans obtained.
As of 30 June 2024, and 31 December 2023, the caption "Other current liabilities" can be detailed as follows:
| 30.06.2024 | 31.12.2023 | |
|---|---|---|
| Accrued expenses: Wages and salaries payable, bonuses and other payroll expenses |
615,921 | 2,553,395 |
| Other accrued expenses Deferred income |
611,634 - |
1,920,960 170,073 |
| 1,227,555 | 4,644,428 | |
The movements that occurred in provisions and impairment losses for the six months periods ended as of 30 June 2024 and 2023, can be detailed as follows:
| 30.06.2024 | ||||||
|---|---|---|---|---|---|---|
| Provisions | Impairment losses in debts from third parties |
Impairment losses in inventories |
Impairment losses in investments |
Impairment losses in investment properties |
Total | |
| (Note 4) | (Note 8) | |||||
| Opening balance | 2,185,467 | 7,146,583 | 2,844,463 | 5,749,445 | 1,100,000 | 19,025,958 |
| Changes in perimeter of consolidation (Note 6) | (685,467) | (7,146,583) | (2,844,463) | - | - | (10,676,513) |
| Increases | - | - | - | - | - | - |
| Reversals | - | - | - | - | - | - |
| Utilizations | - | - | - | - | - | - |
| Closing balance | 1,500,000 | - | - | 5,749,445 | 1,100,000 | 8,349,445 |
| 30.06.2023 | ||||||
| Provisions | Impairment losses in debts |
Impairment losses in |
Impairment losses in |
Impairment losses in |
Total |
| Provisions | losses in debts from third parties |
losses in inventories |
losses in investments |
investment properties |
Total | |
|---|---|---|---|---|---|---|
| (Note 4) | (Note 8) | |||||
| Opening balance | 2,160,000 | 7,980,350 | 3,856,229 | 5,749,445 | 1,100,000 | 20,846,024 |
| Changes in perimeter of consolidation | 499,500 | - | - | - | - | 499,500 |
| Increases | - | 91,001 | - | - | - | 91,001 |
| Reversals | - | - | - | - | - | - |
| Utilizations | - | - | - | - | - | - |
| Closing balance | 2,659,500 | 8,071,351 | 3,856,229 | 5,749,445 | 1,100,000 | 21,436,525 |
The increases and reversals of provisions and impairment losses recorded in the six months periods ended 30 June 2024 and 2023 were recorded against the income statement caption "Provisions and impairment losses".
The amount recorded under "Provisions" at 30 June 2024 corresponds to the best estimate by the Board of Directors of the Group Companies to cover losses to be incurred with lawsuits currently in progress and other liabilities.
It is the opinion of the Board of Directors, based on its legal and tax advisors, that as of 30 June 2024, there are no material assets or liabilities associated with probable or possible tax contingencies that should be recognized or disclosed in the condensed consolidated financial statements on 30 June 2024.
Earnings per share for the six months periods ended as of 30 June 2024 and 2023 were determined taking into consideration the following amounts:
| 30.06.2024 | 30.06.2023 (Restated) |
|
|---|---|---|
| Profit from continuing operations for calculating basic and diluted earnings per share | 2,626,235 | 2,257,268 |
| Profit from discontinued operations for calculating basic and diluted earnings per share | 22,192,396 | 3,141,407 |
| Weighted average number of shares for calculating net income per share | 25,641,459 | 25,641,459 |
| Earnings per share | ||
| For continued operations | ||
| Basic | 0.10 | 0.09 |
| Diluted | 0.10 | 0.09 |
| For discontinued operations | ||
| Basic | 0.87 | 0.12 |
| Diluted | 0.87 | 0.12 |
There are no situations in the Group that might represent a reduction on earnings per share, arising from stock options, warrants, convertible bonds or other rights embedded in ordinary shares.
The Group's subsidiaries have relations with each other that qualify as related party transactions. All these transactions are carried out at market prices.
In the consolidation procedures, transactions between companies included in the consolidation by the full consolidation method (Note 4.1) are eliminated, since the condensed consolidated financial statements present information from the holding company and its subsidiaries as if they were a single company.
As a result of the completion of the sale of Ramada Aços and its subsidiaries, and the presentation of Socitrel and its subsidiaries in this consolidated financial information as a discontinued operation, as explained above, the Board of Directors believes that, according to the way the information is monitored by it, there is only one segment that can be reported that, essentially, incorporates the following activities:
This individual segment was identified taking into account that the management financial information is also prepared and analyzed on this basis.
From 30 June 2024 to the date of issue of this report, there were no other relevant facts that could materially affect the financial position and future results of the Ramada Group and all the subsidiaries and associates included in the consolidation.
The condensed consolidated financial statements were approved by the Board of Directors and authorized for issuance in 25 July 2024.
These consolidated financial statements are a translation of the financial statements originally issued in Portuguese in accordance with IAS 34 – Interim Financial Reporting and with the International Financial Reporting Standards as adopted by the European Union, some of which may not conform or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
The Chartered Account The Board of Directors
João Manuel Matos Borges de Oliveira – Chairman
Paulo Jorge dos Santos Fernandes
Domingos José Vieira de Matos
Pedro Miguel Matos Borges de Oliveira
Ana Rebelo de Carvalho Menéres de Mendonça
Laurentina da Silva Martins
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