Interim / Quarterly Report • Nov 30, 2017
Interim / Quarterly Report
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3 rd Quarter 2017
(unaudited)
80ANOS 80ANOS This document is a translation of a document originally issued in Portuguese, prepared using accounting policies consistent with the International Financial Reporting Standards and with 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.
Ramada Investimentos S.G.P.S., S.A. is the parent company of a group of companies ("Ramada Group") which, together, operate in two business areas: i) Industry, which includes the Steel activity, the Storage Systems activity (Storax – Engineerred Storage Solutions) and the activity related to financial investments management (corresponding to non-controlling interests) and ii) Real Estate, focused in the management of real estate assets.
The steel activity, with a prominent position in the domestic market, is carried out by three companies: Ramada Aços, Universal Afir and Planfuro Global, S.A..
The activity of Storage Systems (Storax - Engineered Storage Solutions) is carried out by five companies: Ramada Storax (the largest manufacturer of storage systems in Portugal and where all manufacturing of the Group is concentrated), and by its subsidiaries in France, United Kingdom, Belgium and Spain.
The financial information presented below in relation to Ramada Group was prepared in accordance with the recognition and measurement criteria of the International Financial Reporting Standards (IFRS), as adopted by the European Union.
| 9M 2017 | 9M 2016 | Var. % | |
|---|---|---|---|
| Sales and services rendered | 111,003 | 95,969 | 15.7% |
| Other income | 842 | 812 | 3.7% |
| Total income | 111,845 | 96,781 | 15.6% |
| Cost of sales | (58,197) | (50,827) | 14.5% |
| External supplies and services | (21,368) | (17,730) | 20.5% |
| Payroll | (13,691) | (11,272) | 21.5% |
| Other costs | (733) | (1,037) | -29.3% |
| Total costs (a) | (93,988) | (80,865) | 16.2% |
| EBITDA (b) | 17,857 | 15,916 | 12.2% |
| EBITDA margin | 16.0% | 16.4% | |
| Amortization and depreciation | (3,979) | (3,593) | 10.7% |
| EBIT (c) | 13,879 | 12,323 | 12.6% |
| EBIT margin | 12.4% | 12.7% | |
| Results related with investments | 42,249 | 1,768 | |
| Financial costs | (1 501) | (1 610) | |
| Financial income | 144 | 148 | |
| Net profit before income tax | 54,771 | 12,629 | 333.7% |
| Income tax | (3,390) | (3,418) | |
| Consolidated net profit | 51,380 | 9,211 | 457.8% |
| Consolidated net profit attributable to shareholders of parent company |
51,314 | 9,185 | 458.7% |
| Consolidated net profit attributable to non-controlling interests |
66 | 27 |
(amounts in thousands of Euros)
(a) Operating costs excluding amortization and depreciation, financial expenses and income tax
(b) EBITDA = Earnings before interest, income tax, depreciation and amortization
(c) EBIT = Operating results
Total income of Ramada Group, during the first nine months of 2017, amounted to 111,845 thousand Euro, representing an increase of 15.6% compared to the total income of the homologous period of 2016.
Total costs, excluding amortization, financial expenses and taxes, amounted to 93,988 thousand Euro, representing an increase of 16.2% in relation to the same period of 2016.
EBITDA in the first nine months of 2017 reached 17,857 thousand Euro, representing an increase of 12.2% when compared with the homologous period. EBITDA margin reached 16.0%, which compares to 16.4% obtained in the same period in 2016.
Group's operating results (EBIT) amounted to 13,879 thousand Euro, representing a positive variation of 12.6% comparing with 12,323 thousand Euro in the same period of 2016.
In the period ended September 30, 2017, the group accomplished the sale of the total participation held in Base group after the non-opposition decision by the Autoridade de Concorrência was known, as notified to the Securities Market Regulator (Comissão do Mercado de Valores Mobiliários) on September 19, 2017.
The income statement caption "Results related with investments" includes the capital gain generated with this transactions as well as the effect of the equity method for the period.
Net financial costs amounted to 1,357 thousand Euro, representing an improvement of 7.2%, when compared with the same period of 2016.
| 9M 2017 | 9M 2016 | Var. % | |
|---|---|---|---|
| Total income | 107,155 | 92,081 | 16.4% |
| Total costs (a) | (93,142) | (80,050) | 16.4% |
| EBITDA (b) | 14,012 | 12,031 | 16.5% |
| EBITDA margin | 13.1% | 13.1% | |
| EBIT (c) | 10,316 | 8,630 | 19.5% |
| EBIT margin | 9.6% | 9.4% | |
| Financial results | (553) | (323) | 71.4% |
| Results related with investments | 42,249 | 1,768 | 2289.6% |
| Net profit before income tax | 52,011 | 10,076 | 416.2% |
(amounts in thousands of Euros)
(a) Operating costs excluding amortization and depreciation, financial expenses and income tax
(b) EBITDA = Earnings before interest, income tax, depreciation and amortization
(c) EBIT = Operating results
During the first nine months of 2017, the total income for the Industry segment amounted to 107,155 thousand Euro, representing an increase of 16.4% compared to total income for the same period of 2016.
In the first nine months of 2017, special steels' activity showed a significant increase compared to the homologous period.
Steel activity operates, essentially, in the domestic market, which in the first nine months of 2017 accounted for 94% of its sales. It is important to mention that the foreign market had a growth of 23.7% over the same period, with increases in sales to the United Kingdom, France, Germany and Brazil.
In the first nine months of 2017, storage systems activity (Storax - Engineered Storage Solutions) had a significant increase in turnover compared to the same period of 2016.
Sales to foreign markets represented 89% of total turnover. Europe remains the main destination of this activity, however, sales to the USA, South Africa, Algeria, Morocco and Tunisia already represent a significant part of total exports.
The Group continues to make investments to modernize and increase its production capacity in order to improve the productivity and services provided to its customers.
Industry segment's EBITDA in the first nine months of 2017 amounted to 14,012 thousand Euro, which represents an increase of 16.5% when compared with 12,031 thousand Euro achieved in the same period in 2016.
Industry segment's EBITDA margin achieved 13.1% in the first nine months of 2017 similar to the EBITDA margin in the same period of 2016.
Operating income (EBIT) in the amount of 10,316 thousand Euros, registered a growth of 19.5% compared to the 8,630 thousand Euros in 2016.
| 9M 2017 | 9M 2016 | Var. % | |
|---|---|---|---|
| Total income | 4,691 | 4,700 | -0.2% |
| Total costs (a) | (846) | (815) | 3.7% |
| EBITDA (b) | 3,845 | 3,885 | -1.0% |
| EBIT (c) | 3,563 | 3,692 | -3.5% |
| Financial results | (804) | (1,139) | -29.4% |
| Net profit before income tax | 2,759 | 2,554 | 8.1% |
(amounts in thousand of Euros)
(a) Operating costs excluding amortization and depreciation, financial expenses and income tax
(b) EBITDA = Earnings before interest, income tax, depreciation and amortization
(c) EBIT = Operating results
Total income for the Real Estate segment in the first nine months of 2017 was 4,691 thousand Euro, representing a slight decrease when compared to the same period of 2016.
The rents obtained from the long-term lease of forest land represent more than 95% of total income of the Real Estate segment.
Real Estate segment's EBITDA in the first nine months of 2017 amounted to 3,845 thousand Euro, representing a decrease of 1% compared with the same period of 2016.
Operational results (EBIT) amounted to 3,563 thousand Euro, representing a decrease of 3.5% compared with the same period of 2016.
Financial results of the Real Estate segment in the first nine months of 2017 were negative in 804 thousand Euro, which represents an improvement of 29.4% when comparing to 1,139 thousand Euro negative in homologous period.
The net profit before income tax for the Real Estate segment in the first nine months of 2017 amounted to 2,759 thousand Euros, 8.1% more than in the same period of 2016.
On July 25, 2017, the Group sold the own shares it held allowing an improvement of 18 million Euros in consolidated total equity.
Ramada Group investments in the first nine months of 2017 amounted to 3,507 thousand Euro.
The nominal net debt of the Ramada Group as of 30 September, 2017 reached 58,770 thousand Euro. As of 31 December, 2016 it was 72,973 thousand Euro.
The net debt evolution was positively affected by the cash-in obtained with the sale of own shares and penalized by the growth of working capital needs, situation the should be reversed in the last quarter of 2017.
Porto, November 3, 2017
The Board of Directors
| ASSETS | Notes | 30.09.2017 | 31.12.2016 | |
|---|---|---|---|---|
| NON CURRENT ASSETS | ||||
| Investment properties | 5 | 84,853,689 | 84,853,689 | |
| Tangible assets | 10,934,131 | 11,825,073 | ||
| Intangible assets | 40,135 | 21,949 | ||
| Goodwill | 1,245,520 | 1,245,520 | ||
| Investments in associates | 4.2 | 59,998 | 16,812,392 | |
| Other investments | 4.3 | - | 3,493,138 | |
| Deferred tax assets | 6 | 3,679,002 | 3,673,642 | |
| Total non current assets | 100,812,475 | 121,925,403 | ||
| CURRENT ASSETS | ||||
| Inventories | 35,966,780 | 21,498,481 | ||
| Clients | 58,874,413 | 49,931,173 | ||
| State and other public entities | 1,350,048 | 548,145 | ||
| Other debtors | 64,460,567 | 2,284,712 | ||
| Other current assets | 621,724 | 2,365,845 | ||
| Cash and cash equivalents | 7 | 29,170,709 | 17,220,214 | |
| Total current assets | 190,444,241 | 93,848,570 | ||
| Total assets | 291,256,716 | 215,773,973 | ||
| EQUITY AND LIABILITIES | Notes | 30.09.2017 | 31.12.2016 | |
| EQUITY | ||||
| Share capital | 8 | 25,641,459 | 25,641,459 | |
| Own shares | - | (1,641,053) | ||
| Legal reserve | 6,460,878 | 6,231,961 | ||
| Currency translation reserves | (1,037,658) | (891,241) | ||
| Other reserves | 58,292,379 | 34,737,106 | ||
| Consolidated net profit for the period | 51,314,031 | 13,860,952 | ||
| Total equity attributable to equity holders of the parent company | 8 | 140,671,089 | 77,939,184 | |
| Non-controlling interests | 208,693 | 142,364 | ||
| Total equity | 140,879,782 | 78,081,548 | ||
| LIABILITIES | ||||
| NON CURRENT LIABILITIES | ||||
| Bank loans | 9 | 39,487,401 | 43,473,155 | |
| Other loans | 9 | 4,000,000 | 5,000,000 | |
| State and other public entities | 311,787 | 311,787 | ||
| Provisions | 11 | 2,817,586 | 2,883,080 | |
| Deferred tax liabilities | 6 | 29,225 | 31,125 | |
| Total non current liabilities | 46,645,999 | 51,699,147 | ||
| CURRENT LIABILITIES | ||||
| Bank loans | 9 | 3,986,753 | 3,985,753 | |
| Other loans | 9 | 40,466,855 | 37,734,033 | |
| Suppliers | 18,284,706 | 18,133,024 | ||
| State and other public entities | 7,225,752 | 4,543,447 | ||
| Other creditors | 3,207,508 | 5,948,256 | ||
| Other current liabilities | 10 | 30,559,361 | 15,648,765 | |
| Total current liabilities | 103,730,935 | 85,993,278 | ||
| Total liabilities | 150,376,934 | 137,692,425 | ||
| Total equity and liabilities | 291,256,716 | 215,773,973 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
(Amounts expressed in Euro)
| Nine months period ended as: | Three months period ended as: | ||||
|---|---|---|---|---|---|
| Notes | 30.09.2017 | 30.09.2016 | 30.09.2017 | 30.09.2016 | |
| Sales and services rendered | 111,003,290 | 95,969,263 | 41,694,753 | 33,744,475 | |
| Other income | 842,029 | 811,730 | 483,949 | 225,708 | |
| Cost of sales | (58,197,112) | (50,827,240) | (23,641,936) | (19,035,849) | |
| External supplies and services | (21,367,550) | (17,729,651) | (7,505,784) | (5,849,756) | |
| Payroll expenses | (13,690,575) | (11,271,835) | (4,168,197) | (3,400,067) | |
| Amortisation and depreciation | (3,978,857) | (3,592,929) | (1,192,634) | (1,202,448) | |
| Provisions and impairment losses | 11 | 220,198 | (455,283) | (338,266) | (100,569) |
| Other expenses | (952,805) | (581,231) | (273,435) | (205,138) | |
| Income on expense relating to investments | 4.2 and 4.3 | 42,248,672 | 1,768,057 | 41,257,368 | 883,057 |
| Financial expenses | (1,500,907) | (1,609,688) | (735 634) | (489 424) | |
| Financial income | 144,181 | 148,272 | 53,466 | 49,178 | |
| Profit before income tax | 54,770,564 | 12,629,465 | 45,633,650 | 4,619,167 | |
| Income tax | (3,390,204) | (3,418,426) | (1,323,822) | (1,173,957) | |
| Consolidated net profit | 51,380,360 | 9,211,039 | 44,309,828 | 3,445,210 | |
| Attributable to: | |||||
| Parent company's shareholders | 51,314,031 | 9,184,511 | 44,253,026 | 3,435,030 | |
| Non-controlling interests | 66,329 | 26,528 | 56,802 | 10,180 | |
| Earnings per share | |||||
| Basic | 12 | 2.16 | 0.40 | 1.77 | 0.15 |
| Diluted | 12 | 2.16 | 0.40 | 1.77 | 0.15 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
(Translation of financial statements originally issued in Portuguese - Note 15)
(Amounts expressed in Euro)
| Nine months period ended as: | Three months period ended as: | ||||
|---|---|---|---|---|---|
| Notes | 30.09.2017 | 30.09.2016 | 30.09.2017 | 30.09.2016 | |
| Net consolidated profit for the period Other comprehensive income |
51,380,360 | 9,211,039 | 44,309,828 | 3,445,210 | |
| Items that may be reclassified subsequently to profit or loss: Fair value of derivatives Exchange differences arising on translation of foreign operations |
- (146,417) |
(50,996) (762,024) |
- (12,914) |
(14,535) (182,492) |
|
| Other comprehensive income for the period | (146,417) | (813,020) | (12,914) | (197,027) | |
| Total comprehensive income for the period | 51,233,943 | 8,398,019 | 44,296,914 | 3,248,183 | |
| Attributable to: Parent company's shareholders Non-controlling interests |
51,167,614 66,329 |
8,371,491 26,528 |
44,240,112 56,802 |
3,238,003 10,180 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
(Amounts expressed in Euro)
| Attributable to the parent company's shareholders | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Share capital | Own shares | Legal reserve | Currency translation reserves |
Other reserves | Net profit | Total | Non-controlling interests |
Total Equity | |
| Balance as of 1 January 2016 | 8 | 25,641,459 | (1,641,053) | 5,935,519 | (126,619) | 28,811,105 | 11,032,683 | 69,653,094 | 75,740 | 69,728,834 |
| Total consolidated comprehensive income for the period | - | - | - | (762,024) | (50,996) | 9,184,511 | 8,371,491 | 26,528 | 8,398,019 | |
| Appropriation of the consolidated net profit for 2015: Transfer to legal reserve and other reserves Dividends |
- - |
- - |
439,989 - |
- - |
10,592,694 (4,846,236) |
(11,032,683) - |
- (4,846,236) |
- - |
- (4,846,236) |
|
| Balance as of 30 Setpember 2016 | 25,641,459 | (1,641,053) | 6,375,508 | (888,643) | 34,506,567 | 9,184,511 | 73,178,349 | 102,268 | 73,280,617 | |
| Balance as of 1 January 2017 | 8 | 25,641,459 | (1,641,053) | 6,231,961 | (891,241) | 34,737,106 | 13,860,952 | 77,939,184 | 142,364 | 78,081,548 |
| Total consolidated comprehensive income for the period | - | - | - | (146,417) | - | 51,314,031 | 51,167,614 | 66,329 | 51,233,943 | |
| Appropriation of the consolidated net profit for 2016: Transfer to legal reserve and other reserves Dividends |
- - |
- - |
228,917 - |
- - |
13,632,035 (6,461,648) |
(13,860,952) - |
- (6,461,648) |
- - |
- (6,461,648) |
|
| Disposal of Own Shares | 8 | - | 1,641,053 | - | - | 16,384,886 | - | 18,025,939 | - | 18,025,939 |
| Balance as of 30 September 2017 | 25,641,459 | - | 6,460,878 | (1,037,658) | 58,292,379 | 51,314,031 | 140,671,089 | 208,693 | 140,879,782 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
(Amounts expressed in Euro)
| Nine months period ended as: | Three months period ended as: | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Notes | 30.09.2017 | 30.09.2016 | 30.09.2017 | 30.09.2016 | |||||
| Operating activities: Collections from customers Payments to suppliers Payments to personnel Income tax payed/received Other collections/payments relating to operating activities Cash flow from operating activities (1) |
152,107,894 (119,613,500) (9,670,038) (1,717,404) (9,095,832) |
22,824,356 (10,813,236) 12,011,120 |
114,832,900 (85,942,305) (7,894,182) (2,534,709) (7,670,210) |
20,996,413 (10,204,919) 10,791,494 |
47,893,533 (46,800,275) (3,201,102) (1,048,940) (3,076,686) |
(2,107,844) (4,125,626) (6,233,470) |
41,119,958 (32,988,695) (2,649,065) (1,660,399) (3,016,350) |
5,482,198 (4,676,749) 805,449 |
|
| Investment activities: Collections arising from: Dividends Tangible assets Other assets Investment properties Investment grants Financial investments |
- 292,811 - - 991,276 282 |
493,110 49,619 1,877 - - - |
- 30,415 - - - - |
493,057 - - - - - |
|||||
| Interests and similar income Payments arising from: Financial investments Intangible assets Tangible assets Loans granted Cash flow from investment activities (2) |
126,633 (600,634) (27,465) (8,235,664) - |
1,411,002 (8,863,763) (7,452,761) |
137,273 (2,020,130) (3,936) (7,668,432) - |
681,879 (9,692,498) (9,010,619) |
47,408 (122,622) (11,248) (1,783,102) - |
77,823 (1,916,972) (1,839,149) |
44,319 (873,761) 16,100 (1,861,845) - |
537,376 (2,719,506) (2,182,130) |
|
| Financing activities: Collections arising from: Capital increases and of other shares capital's instruments Loans obtained Payments arising from: Interests and similar costs Other financing operations Dividends Loans obtained Cash flow from financing activities (3) |
8 8 |
18,025,939 5,646,193 (1,813,682) - (6,461,648) (6,882,838) |
23,672,132 (15,158,168) 8,513,964 |
- 4,950,000 (1,808,428) (85,602) (4,846,066) (7,767,839) |
4,950,000 (14,507,935) (9,557,935) |
18,025,939 886,662 (561,275) - (226) (648,667) |
18,912,601 (1,210,168) 17,702,433 |
- 2,905,850 (660,792) (28,931) - (282,086) |
2,905,850 (971,809) 1,934,041 |
| Cash and cash equivalents at the beginning of the year Effect of exchange rate changes Variation of cash and cash equivalents: (1)+(2)+(3) Cash and cash equivalents at the end of the period |
7 7 |
10,037,127 (106,616) 13,072,323 23,002,834 |
15,863,614 (448,851) (7,777,060) 7,637,703 |
13,382,952 (9,932) 9,629,814 23,002,834 |
7,188,646 (108,303) 557,360 7,637,703 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
F. Ramada Investimentos, SGPS, S.A. ("F. Ramada" or "Company") is a Company incorporated in 1 June 2008, with its head-office located at Rua do General Norton de Matos, 68, r/c - Porto, Portugal and its shares listed in the Euronext Lisbon. Its main activity is the management of investments.
F. Ramada was created as a result of the reorganization process of Altri, SGPS, S.A. through the demerger of the business areas of steel and storage systems, namely the participation held in F. Ramada – Aços e Indústrias, S.A., which represented the voting rights of the mentioned company. The restructuring involved a simple demerger operation, as predicted in item 1.a), article 118, of the Portuguese Companies Act ("Código das Sociedades Comerciais").
Following this process, the assets corresponding to the shareholdings of the business units of steel and storage systems, including all the resources (such as human resources, assets and liabilities) related to that business unit were transferred from Altri, SGPS, S.A. to F. Ramada.
Currently, F. Ramada is the parent company of a group of companies listed in Note 4 (designated as F. Ramada Group), and through this financial holdings structure, focuses its operations in (i) steel trade, (ii) storage systems sales, sector in which the Group already presents a significant international presence, and (iii) real estate.
As of September 30, 2017 and December 31, 2016, the Group developed its activity in Portugal, France, United Kingdom, Belgium and Spain.
The consolidated financial statements of F. Ramada Group are presented in Euro (rounded to units), which is the currency used by the Group in its operations and, therefore, is considered to be its functional currency.
The consolidated financial statements as of 30 September 2017 were prepared in accordance with the accounting policies defined by the International Financial Reporting Standards and in accordance with IAS 34 – Interim Financial Reporting, and include the statement of financial position, the income statement, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows, as well as selected notes to the financial statements.
The accounting policies adopted in the preparation of the consolidated financial statements of F. Ramada are consistent with the accounting policies used in the preparation of the financial statements presented for the year ended as of 31 December 2016.
During the reporting period there were no changes in the accounting policies and no material mistakes related with previous periods were identified.
1
The companies included in the consolidated financial statements by the full consolidation method, its headquarters, percentage of participation held and main activity as of September 30, 2017, and December 31, 2016, are as follows:
| Percentage of participation | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| held | |||||||||
| Designation | Headquarters | 30.09.2017 | 31.12.2016 | Activity | |||||
| Parent company: | |||||||||
| F. Ramada Investimentos, SGPS, S.A. | Porto | - | - | Holding | |||||
| F. Ramada Group: | |||||||||
| Ramada Aços, S.A. | Ovar | 100% | 100% | Steel comercialization | |||||
| Planfuro Global, S.A. | Leiria | 100% | 100% | Manufacture of metal molds | |||||
| Universal Afir, S.A. | Ovar | 100% | 100% | Steel comercialization | |||||
| Ramada Storax, S.A. | Ovar | 100% | 100% | Production and commercialization of storage | |||||
| F. Ramada II, Imobiliária, S.A. | Ovar | 100% | 100% | systems Real estate |
|||||
| Storax, S.A. | France | 100% | 100% | Comercialization of storage systems | |||||
| Storax, Ltd. | United Kingdom | 100% | 100% | Comercialization of storage systems | |||||
| Storax Benelux, S.A. | Belgium | 100% | 100% | Comercialization of storage systems | |||||
| Storax España S.L. | Spain | 60% | 60% | Comercialization of storage systems |
As of September 30, 2017, the caption "Investments in associates" includes the participation in Expeliarmus-Consultoria, S.A. (created in 2015 and owned by 49%) by an amount equal to 59,998 Euro (49,998 Euro in December 31, 2016).
The assessment of whether or not there is impairment in investments in associates takes into account, among other things, the financial indicators of the Companies, their operating results and their profitability for the shareholder, especially taking into account the capacity to distribute dividends.
As of December 31, 2016, the caption "Invesments in associates" also included the shares held in Base Holding, SGPS, S.A.. This entity has its head office in Oporto and heads a group of companies which operate in the healthcare sector, namely, complementary means of diagnosis and treatment.
On July 19, 2017, an agreement was entered into between F. Ramada - Investimentos, SGPS, SA, jointly with the other shareholders, and Laboratorio Médico - Doctor Carlos da Silva Torres, SA for the sale of all its shares held in Base Holding, SGPS, S.A.. The transaction took place on September 19, 2017 after the decision was taken not to oppose the transaction by the Autoridade da Concorrência as notified to the Comissão do Mercado de Valores Mobiliários.
The impact of this transaction in the consolidated statement profit and loss as of 30 September 2017 amounted to 42,248,672 Euro.
As of September 30, 2017 and December 31, 2016, the caption "Other investments" and respective impairment losses can be detailed as follows:
| 30.09.2017 | 31.12.2016 | |
|---|---|---|
| Investments | 3,733,458 | 7,713,531 |
| Impairment losses (note 11) | (3,733,458) | (4,220,393) |
| - | 3,493,138 |
The sale of Base Holding, SGPS, S.A. also included the sale of Base M - Investimentos e Serviços, S.A. as well as the credits held on this participated company previously recorded under "Other investments".
As of September 30, 2017, the caption includes participations that do not give rise to a significant influence on the capital of the companies, CEV - Consumo em Verde, Biotecnologia das Plantas, S.A., and Sociedade Converde Unipessoal, Lda.. This item also includes the loans granted to these entities.
As of September 30, 2017 and December 31, 2016 these investments correspond to investments in non-public companies in which the Group has no significant influence. Their acquisition cost corresponds to a reliable approximation to their fair value, adjusted by the impairment costs.
The assessment of whether or not there is impairment in investments in associates takes into account, among other things, the financial indicators of the Companies, their operating results and their profitability for the shareholder, especially taking into account the capacity to distribute dividends.
Investment properties held by F. Ramada Group relate to lands rented to third parties (Altri Group) under operational lease, through contracts signed in 2007 and 2008 with an average duration of 20 years, and with the possibility of an additional period of 6 years if certain events occur. Investment properties are measured at acquisition cost. The movement occurred in this caption during the nine-month period ended as of September 30, 2017 and the year ended 31 December 2016 is as follows:
| 30.09.2017 | 31.12.2016 | |
|---|---|---|
| Opening balance (gross) | 85,953,689 | 85,963,976 |
| Aquisitions Disposals |
- - |
68,040 (78,327) |
| Closing balance (gross) | 85,953,689 | 85,953,689 |
| Impairment losses (note 11) | (1,100,000) | (1,100,000) |
| Closing balance (net) | 84,853,689 | 84,853,689 |
The leased land generated, during the nine-month period ended as of September 30, 2017, income amounting, to approximately, 4,637,250 Euro (approximately 6,311,140 Euro in 31 December 2016).
The minimum future receipts for leases of forest land amount, to approximately, 6.4 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 40 million Euro. The rents provided for each lease are updated at the end of each 2-year period, starting from the beginning of the civil year immediately following the signature of the contract, based on the consumer price index.
Given the land characteristics (land leased to third parties for forestry activity), frequent market transactions comparable for this type of assets do not occur. Accordingly, the Board of Directors considers that it is not possible to
reliably estimate the fair value of the land, and, as such, it is recorded at acquisition cost. However, it is the Board of Directors belief that, given the amount of rents collected annually, the market value of these assets will not be significantly different from its book value.
Part of the land (amounting to, approximately, 74 million Euro) is given as collateral for certain borrowings.
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 F. Ramada and its subsidiaries since 2013 may still be subject to review.
The Board of Directors of F. 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 consolidated financial statements as of September 30, 2017.
The movement occurred in deferred tax assets and liabilities in the nine-month period ended as of September 30, 2017 and 2016, was as follows:
| 30.09.2017 | |||||
|---|---|---|---|---|---|
| Deferred tax assets |
Deferred tax liabilities |
||||
| Balance as of January 1, 2017 | 3,673,642 | 31,125 | |||
| Effects on income statement | |||||
| Others | 5,360 | (1,900) | |||
| Balance as of September 30, 2017 | 3,679,002 | 29,225 |
| 30.09.2016 | ||||
|---|---|---|---|---|
| Deferred tax assets |
Deferred tax liabilities |
|||
| Balance as of January 1, 2016 | 1,778,714 | 35,081 | ||
| Effects on income statement | ||||
| Others | (11,355) | - | ||
| Balance as of September 30, 2016 | 1,767,359 | 35,081 |
As of September 30, 2017 and December 31, 2016 the caption "Cash and cash equivalents" included in the consolidated statement of financial position can be detailed as follows:
| 30.09.2017 | 31.12.2016 | |
|---|---|---|
| Cash | 37,676 | 14,730 |
| Bank deposits | 29,133,033 | 17,205,484 |
| 29,170,709 | 17,220,214 | |
| Bank overdrafts (note 9) | (6,167,875) | (7,183,087) |
| Cash and equivalents | 23,002,834 | 10,037,127 |
As of September 30, 2017, F. Ramada's fully subscribed and paid up capital consisted of 25,641,459 shares with a nominal value of 1 Euro each.
On April 26, 2017, the Shareholders' General Meeting unanimously approved the distribution of gross dividends of 0.28 Euro per share.
In the period ended September 30, 2017, the group sold its own shares, corresponding to 9.99% of the share capital (2,564,145 own shares with a nominal unit value of 1 Euro acquired for the total amount of 1,641,053 Euro. The sale was made on July 25, 2017, as announced to the Comissão do Mercado de Valores Mobiliários. The total amount of the transaction was to Euro 18,025,939 corresponding to the unit price of 7.03 Euro per share.
As of September 30, 2017 and December 31, 2016, the captions "Bank loans" and "Other loans" can be detailed as follows:
| 30.09.2017 | 31.12.2016 | ||||
|---|---|---|---|---|---|
| Current | Non current | Current | Non current | ||
| 3,986,753 | 39,487,401 | 3,985,753 | 43,473,155 | ||
| Bank loans | 3,986,753 | 39,487,401 | 3,985,753 | 43,473,155 | |
| Commercial paper | 25,000,000 | 4,000,000 | 22,250,000 | 5,000,000 | |
| Other bank loans | 8,050,000 | - | 6,650,005 | - | |
| Bank overdrafts | 6,167,875 | - | 7,183,087 | - | |
| Factoring | 1,248,980 | - | 1,650,941 | - | |
| Other loans | 40,466,855 | 4,000,000 | 37,734,033 | 5,000,000 | |
| 44,453,608 | 43,487,401 | 41,719,786 | 48,473,155 |
It is the Board of Directors understanding that the loans' book value does not differ significantly from its fair value.
| 30.09.2017 | 31.12.2016 | ||||
|---|---|---|---|---|---|
| Reimbursement year | Amount | Estimated interests |
Reimbursement year | Amount | Estimated interests |
| Current | Current | ||||
| 2017 | - | - | |||
| 30.09.2018 | 44,453,608 | 618,000 | 2017 | 41,719,786 | 757,000 |
| 44,453,608 | 618,000 | 41,719,786 | 757,000 | ||
| Non current | Non current | ||||
| Between 1 and 2 years | 6,000,000 | 530,000 | 2018 | 5,985,755 | 687,000 |
| Between 2 and 3 years | 6,000,000 | 478,000 | 2019 | 6,000,000 | 603,000 |
| Between 3 and 4 years | 4,000,000 | 411,000 | 2020 | 5,000,000 | 517,000 |
| Between 4 and 5 years | 4,000,000 | 356,000 | 2021 | 4,000,000 | 449,000 |
| Between 5 and 6 years | 4,000,000 | 291,000 | 2022 | 4,000,000 | 388,000 |
| Between 6 and 7 years | 3,987,401 | 235,000 | 2023 | 4,000,000 | 326,000 |
| Between 7 and 8 years | 3,500,000 | 184,000 | 2024 | 3,987,400 | 265,000 |
| Between 8 and 9 years | 3,500,000 | 135,000 | 2025 | 3,500,000 | 210,000 |
| Between 9 and 10 years | 3,500,000 | 86,000 | 2026 | 3,500,000 | 156,000 |
| Between 10 and 11 years | 5,000,000 | 28,000 | 2027 | 3,500,000 | 101,000 |
| Between 11 and 12 years | - | - | 2028 | 5,000,000 | 19,000 |
| 43,487,401 | 2,734,000 | 48,473,155 | 3,721,000 | ||
| 87,941,009 | 3,352,000 | 90,192,941 | 4,478,000 |
As of September 30, 2017, and December 31, 2016, the credit facilities used by the Group and the corresponding maximum amounts allowed were as follows:
| September 30, 2017 | December 31, 2016 | |||
|---|---|---|---|---|
| Authorized amount |
Used amount | Authorized amount |
Used amount | |
| Other bank loans | 21,200,000 | 8,050,000 | 21,200,000 | 6,650,005 |
| Bank overdrafts | 15,000,000 | 6,167,875 | 15,000,000 | 7,183,087 |
| Commercial paper program | ||||
| 12/2017 | 5,000,000 | 4,250,000 | 5,000,000 | 5,000,000 |
| 07/2018 | 1,750,000 | 1,250,000 | 1,750,000 | 1,750,000 |
| 08/2019 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
| 07/2019 | 7,500,000 | 4,000,000 | 7,500,000 | 4,000,000 |
| 07/2020 | 3,000,000 | 2,500,000 | 3,000,000 | 2,500,000 |
| 06/2020 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
| 07/2020 | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 |
| 11/2020 | 3,000,000 | 3,000,000 | 3,000,000 | - |
| 34,250,000 | 29,000,000 | 34,250,000 | 27,250,000 |
During the nine-month period ended as of September 30, 2017, these loans bear interest at normal market rates depending on the nature and term of the credit obtained.
During the nine-month period ended as of September 30, 2017, and the year ended as of December 31, 2016, the Group did not enter into any loan default.
Additionally, as of September 30, 2017, there are no covenants associated with the loans obtained.
As of September 30, 2017, and December 31, 2016, the caption "Other current liabilities" can be detailed as follows:
| 30.09.2017 | 31.12.2016 | |
|---|---|---|
| Accrued expenses | ||
| Accrued payroll | 4,797,717 | 4,450,848 |
| Interests payable | 517,240 | 779,491 |
| Other | 3,858,350 | 2,101,239 |
| Deferred income | 21,386,054 | 8,317,187 |
| 30,559,361 | 15,648,765 |
The caption "Deferred income" mainly includes anticipated invoicing regarding storage systems sales.
The movements that occurred in provisions and impairment losses for the nine-month period ended as of September 30, 2017, can be detailed as follows:
| Provisions | Impairment losses in current assets |
Impairment losses in investments |
Impairment losses in inventory |
Impairment losses in investments properties |
Total | |
|---|---|---|---|---|---|---|
| (note 4.3) | (note 5) | |||||
| Opening balance 01.01.2017 | 2,883,080 | 14,256,157 | 4,220,393 | 1,428,048 | 1,100,000 | 23,887,678 |
| Exchange rate variation | (328) | (1,545) | - | 2,634 | - | 760 |
| Increases | 34,834 | 226,746 | 266,240 | 5,157 | - | 532,977 |
| Reversals | - | - | (753,175) | - | - | (753,175) |
| Utilizations | (100,000) | (1,731,344) | - | (133) | - | (1,831,477) |
| Closing balance 30.09.2017 | 2,817,586 | 12,750,014 | 3,733,458 | 1,435,706 | 1,100,000 | 21,836,763 |
The increases and reversals recorded in provisions and impairment losses for the nine-month period ended as of September 30, 2017, were recorded in the profit and loss statement caption "Provisions and impairment losses".
The amount recorded in the caption "Provisions" as of September 30, 2017 relates to the Board of Directors best estimate to cover possible losses arising from works carried out in the area of storage solutions. In this regard, and in view of the increasing complexity of the constructions in question, their size, and the fact that a large part of them relate to external markets, the Board of Directors decide to reinforce the provisions in the year ended December 31, 2016.
The Board of Directors believes that, based on the opinion of their legal advisors, as of September 30, 2017 there are no assets or liabilities associated with probable or possible tax contingencies that should be reported in the financial statements as of 30 September, 2017.
Earnings per share for the nine-month period ended as of September 30, 2017, and 2016 were determined taking into consideration the following amounts:
| Nine months period ended as: | Three months period ended as: | |||
|---|---|---|---|---|
| 30.09.2017 | 30.09.2016 | 30.09.2017 | 30.09.2016 | |
| Net profit considered for the computation of basic and diluted earnings per share |
51,314,031 | 9,184,511 | 44,253,026 | 3,435,030 |
| Weighted average number of shares used to compute the basic and diluted earnings per share |
23,706,610 | 23,077,314 | 24,944,680 | 23,077,314 |
| Earnings per share Basic Diluted |
2.16 2.16 |
0.40 0.40 |
1.77 1.77 |
0.15 0.15 |
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 main balances with related parties as of September 30, 2017 and 2016 are related to Altri Group and may be detailed as follows:
| Rents | ||||
|---|---|---|---|---|
| 30.09.2017 | 30.09.2016 | |||
| Altri Group | 4,637,250 | 4,637,250 | ||
| 4,637,250 | 4,637,250 |
Apart from the companies included in the consolidation (Note 4), the companies considered to be related parties as of September 30, 2017, are the following:
Altri, SGPS, S.A.
Altri, Abastecimento de Madeira,S.A.
In accordance with the origin and nature of the income generated by the Group, the main segments identified are as follows:
These segments were identified considering the business units which develop activities whose income and cost may be distinguished, and for which it is produced separate financial information, its operating results are reviewed and taken decisions by the management.
The segregation of activities by segments as of September 30, 2017 and 2016 is made up as follows:
| September 30, 2017 | ||||||
|---|---|---|---|---|---|---|
| Industry | Real Estate | Intra-group eliminations |
Total | |||
| Total assets | 205,932,317 | 93,060,599 | (7,736,200) | 291,256,716 | ||
| Total liabilities | 97,364,714 | 60,748,420 | (7,736,200) | 150,376,934 | ||
| Operating investments (a) | 3,445,852 | 60,778 | - | 3,506,630 | ||
| Profit from foreign market customers | 107,154,702 | 4,690,617 | - | 111,845,319 | ||
| Profit from operations with other segments Cash-flow from operating activities (b) |
31,042 13,014,442 |
1,028,997 4,843,033 |
(1,060,039) - |
- 17,857,475 |
||
| Amortizations | (3,696,674) | (282,183) | - | (3,978,857) | ||
| Earnings before interest and taxes (c) | 9,317,768 | 4,560,850 | - | 13,878,618 | ||
| Financial profits | 255,556 | 817 | (112,192) | 144,181 | ||
| Financial costs | (920,814) | (692,285) | 112,192 | (1,500,907) | ||
| Income on expense relating to investments | 42,248,672 | - | - | 42,248,672 | ||
| Earnings before taxes | 50,901,182 | 3,869,382 | - | 54,770,564 | ||
| Income taxes | (2,358,989) | (1,031,215) | - | (3,390,204) | ||
| Net profit | 48,542,193 | 2,838,167 | - | 51,380,360 | ||
(a) - Investments in non-current assets, except financial instruments, deferred tax assets and financial investments
(b) - Operating results + amortizations
(c) - Earnings before interest, taxes and Income on expense relating to investments excluding Group operations
| September 30, 2016 | ||||
|---|---|---|---|---|
| Industry | Real Estate | Intra-group eliminations |
Total | |
| 208,131,483 | ||||
| 134,850,868 | ||||
| 4,370,614 | 192,170 | - | 4,562,784 | |
| 96,780,993 | ||||
| - | ||||
| 11,038,733 | 4,877,020 | - | 15,915,753 | |
| (3,592,929) | ||||
| 7,638,023 | 4,684,801 | - | 12,322,824 | |
| 324,223 | - | (175,761) | 148,462 | |
| (646,696) | (1,138,753) | 175,761 | (1,609,688) | |
| 1,768,057 | - | - | 1,768,057 | |
| 9,083,607 | 3,546,048 | - | 12,629,655 | |
| (2,445,376) | (973,050) | - | (3,418,426) | |
| 6,638,231 | 2,572,998 | - | 9,211,229 | |
| 122,835,210 70,507,788 92,081,126 31,042 (3,400,710) |
92,812,694 71,859,501 4,699,867 1,023,489 (192,219) |
(7,516,421) (7,516,421) - (1,054,531) - |
(a) - Investments in non-current assets, except financial instruments, deferred tax assets and financial investments
(b) - Operating results + amortizations
(c) - Earnings before interest, taxes and Income on expense relating to investments excluding Group operations
These financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, which, in some aspects, may not conform to or be required by the law or generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
The financial statements were approved by the Board of Directors and authorized for issuance in November 3, 2017.
The Chartered Accountant 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
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