Quarterly Report • Dec 27, 2016
Quarterly Report
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(This is a translation of a document originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails – Note 16)
.
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:
The steel activity, with a prominent position in the domestic market, is carried out by two companies: Ramada Aços, and Universal Afir.
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, UK, Belgium and Spain.
The financial investment activity includes investments where Base Holding S.G.P.S. SA is the main investment.
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 2016 | 9M 2015 | Var. % | |
|---|---|---|---|
| Sales and services rendered | 95 969 | 95 290 | 0.7% |
| Other income | 812 | 409 | 98.6% |
| Total income | 96 781 | 95 698 | 1.1% |
| Cost of sales | (50 827) | (54 300) | -6.4% |
| External supplies and services | (17 730) | (16 516) | 7.3% |
| Payroll | (11 272) | (10 642) | 5.9% |
| Other costs | (1 037) | (1 473) | -29.6% |
| Total costs (a) | (80 865) | (82 930) | -2.5% |
| EBITDA (b) | 15 916 | 12 769 | 24.6% |
| EBITDA Margin | 16.4% | 13.3% | |
| Amortisation and depreciation | (3 593) | (1 423) | 152.5% |
| EBIT (c) | 12 323 | 11 346 | 8.6% |
| EBIT Margin | 12.7% | 11.9% | |
| Gains/Losses in associated companies | 1 768 | 1 148 | |
| Financial expenses | (1 610) | (2 173) | |
| Financial income | 148 | 94 | |
| Net profit before income tax | 12 629 | 10 414 | 21.3% |
| Income tax | (3 418) | (2 919) | |
| Consolidated net profit | 9 211 | 7 495 | 22.9% |
| Consolidated net profit attributable to shareholders of parent company |
9 185 | 7 464 | 23.1% |
| Consolidated net profit attributable to non-controlling interests |
27 | 31 |
Amounts in thousand Euros
(a) Operating costs excluding amortization and depreciation, financial expenses and income tax
(b) EBITDA= Earnings before interests, income tax, depreciation and amortization
(c) EBIT = Earnings before interests and income taxes
Total turnover of Ramada Group, during the first nine months of 2016, amounted to 96,781 thousand Euro, representing an increase of 1.1% compared to the total turnover of the homologous period.
Total costs, excluding amortization, financial expenses and taxes, amounted to 80,865 thousand Euro, representing a decrease of 2.5% in relation to the same period of 2015.
EBITDA in the first nine months of 2016 reached 15,916 thousand Euro, representing an increase of 24.6% when compared to the homologous period. The EBITDA margin reached 16.4%, which compares to 13.3% obtained in the same period in 2015.
Group's operating results (EBIT) amounted to 12,323 thousand Euro, representing a positive variation of 8.6% comparing with 11,346 thousand Euro in the same period of 2015.
In the first nine months of 2016 the Group recorded gains related to the application of the equity method in associated companies in the amount of 1,768 thousand Euro, comparing with 1,148 thousand Euro in the first nine months of 2015.
The negative financial results amounted to 1,461 thousand Euro, representing an improvement of 29.7%, when compared with the same period in 2015.
Net profit of Ramada Group amounted to 9,211 thousand Euro, 22.9% higher than the amount recorded in the homologous period of 2015.
| 9M 2016 | 9M 2015 | Var. % | |
|---|---|---|---|
| Total Income | 92 081 | 90 990 | 1.2% |
| Total Costs (a) | (80 050) | (81 947) | -2.3% |
| EBITDA (b) | 12 031 | 9 043 | 33.0% |
| EBITDA Margin | 13.1% | 9.9% | |
| EBIT (c) | 8 630 | 7 808 | 10.5% |
| EBIT Margin | 9.4% | 8.6% | |
| Financial Results | (323) | (499) | -35.3% |
| Gains/losses in associates | 1 768 | 1 148 | 54.1% |
| Net profit before income tax | 10 076 | 8 457 | 19.1% |
(amounts in thousand Euros)
(a) Operating costs excluding amortization and depreciation, financial expenses and income tax
(b) EBITDA= Earnings before interests, tax, depreciation and amortization
(c) EBIT = Earnings before interests and income taxes
During the first nine months of 2016 the total income for the industry segment amounted to 92,081 thousand Euro, representing an increase of 1.2% compared to total income for the first nine months of 2015.
The Steel activity presented in the 3rd quarter of 2016 a higher turnover than in the same period of 2015. This growth was driven by increased sales in the mold industry and in the sector of machinery and equipments.
Our integrated range of products and value-added services with high quality, competitive price and simplified logistics, have been recognized by the market.
Steel activity operates, essentially, in the domestic market, which represented 95% of its sales in the 3rd quarter of 2016.
We do not anticipate large fluctuations in steel prices until the end of the year.
In the 3rd quarter of 2016, storage systems activity (Storax - Engineered Storage Solutions) had an increase in turnover compared to the same period of 2015.
The external market remains the main growth driver of this activity, representing 84% of turnover in the 3 rd quarter of 2016.
Industry segment's EBITDA in the first nine months of 2016 amounted to 12,031 thousand Euro, which represents an increase of 33.0% when compared with 9,043 thousand Euro achieved in the same period in 2015.
Industry segment's EBITDA margin went from 9.9% in 2015 to 13.1% in 2016.
| 9M 2016 | 9M 2015 | Var. % | |
|---|---|---|---|
| Total income | 4 700 | 4 708 | -0.2% |
| Total costs (a) | (815) | (982) | -17.0% |
| EBITDA ( b) | 3 885 | 3 726 | 4.3% |
| EBIT (c) | 3 692 | 3 538 | 4.4% |
| Financial Results | (1 139) | (1 580) | -27.9% |
| Net profit before income tax | 2 554 | 1 958 | 30.4% |
(amounts in thousand Euros)
(a) Operating costs excluding amortization, financial expenses and income tax
(b) EBITDA= Earnings before interests, tax, depreciation and amortization
(c) EBIT = Earnings before interests and income tax
Total income for the Real Estate segment in the first nine months of 2016 was 4,700 thousand Euro, representing a slight decrease (- 0.2%) when compared with the same period in 2015.
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 2016 amounted to 3,885 thousand Euro, representing an increase of 4.3% in relation to the same period in 2015.
The operational results (EBIT) amounted to 3,692 thousand Euro, representing an increase of 4.4% compared with the same period of 2015.
The financial results of the Real Estate's segment in the first nine months of 2016 were negative in 1,139 thousand Euro, which represents an improvement of 27.9% when compared with negative 1,580 thousand Euro in the homologous period.
Ramada Group investments in the first nine months of 2016 amounted to 4,563 thousand Euro.
The nominal net debt of Ramada Group as of 30 September 2016 reached 71,679 thousand Euro (66,341 thousand Euro as of 31 December 2015).
Porto, 3 November 2016
The Board of Directors
(Translation of financial statements originally issued in Portuguese - Note 16)
(Amounts expressed in Euro)
| ASSETS | Notes | 30.09.2016 | 31.12.2015 | |
|---|---|---|---|---|
| NON CURRENT ASSETS | ||||
| Investment properties | 6 | 84 863 976 | 84 863 976 | |
| Tangible assets | 7 657 113 | 6 679 662 | ||
| Intangible assets | 21 688 | 76 719 | ||
| Investments in associates and joint ventures | 4.2 | 19 394 720 | 15 777 392 | |
| Other investments | 4.3 | 3 493 138 | 3 493 138 | |
| Deferred tax assets | 7 | 1 767 359 | 1 778 714 | |
| Total non current assets | 117 197 994 | 112 669 601 | ||
| CURRENT ASSETS | ||||
| Inventories | 27 976 356 | 19 860 145 | ||
| Customers | 45 075 625 | 37 941 790 | ||
| State and other public entities | 1 143 956 | 756 582 | ||
| Other debtors | 1 115 567 | 535 551 | ||
| Other current assets | 222 155 | 385 879 | ||
| Cash and cash equivalents | 8 | 15 399 830 | 22 388 594 | |
| Total current assets | 90 933 489 | 81 868 541 | ||
| Total assets | 208 131 483 | 194 538 142 | ||
| EQUITY AND LIABILITIES | Notes | 30.09.2016 | 31.12.2015 | |
| EQUITY | ||||
| Share capital | 9 | 25 641 459 | 25 641 459 | |
| Own shares | (1 641 053) | (1 641 053) | ||
| Legal reserve | 6 375 508 | 5 935 519 | ||
| Currency translation reserves | (888 643) | (126 619) | ||
| Other reserves | 34 506 567 | 28 811 105 | ||
| Consolidated net profit for the year | 9 184 511 | 11 032 683 | ||
| Total equity attributable to equity holders of the parent company | 73 178 349 | 69 653 094 | ||
| Non-controlling interests | 102 268 | 75 740 | ||
| Total equity | 73 280 617 | 69 728 834 | ||
| LIABILITIES | ||||
| NON CURRENT LIABILITIES | ||||
| Bank loans | 10 | 43 473 155 | 47 458 908 | |
| Other creditors | 475 873 | 238 675 | ||
| Provisions | 12 | 1 716 601 | 1 564 976 | |
| Deferred tax liabilities | 7 | 35 081 | 35 081 | |
| Total non current liabilities | 45 700 710 | 49 297 640 | ||
| CURRENT LIABILITIES | ||||
| Bank loans | 10 | 3 985 753 | 3 985 753 | |
| Other loans | 10 | 39 620 373 | 37 284 909 | |
| Derivatives | 86 993 | 35 996 | ||
| Suppliers | 15 780 021 | 14 090 405 | ||
| State and other public entities | 5 449 585 | 3 897 421 | ||
| Other creditors | 1 542 155 | 3 422 862 | ||
| Other current liabilities | 11 | 22 685 276 | 12 794 322 | |
| Total current liabilities | 89 150 156 | 75 511 668 | ||
| Total liabilities | 134 850 866 | 124 809 308 | ||
| Total equity and liabilities | 208 131 483 | 194 538 142 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
(Amounts expressed in Euro) (Translation of financial statements originally issued in Portuguese - Note 16)
| NINE MONTHS PERIOD ENDED AS OF: | THREE MONTHS PERIOD ENDED AS OF: | ||||
|---|---|---|---|---|---|
| Notes | 30.09.2016 | 30.09.2015 | 30.09.2016 | 30.09.2015 | |
| Sales | 87 582 132 | 87 397 947 | 31 018 300 | 28 473 658 | |
| Services rendered | 8 387 131 | 7 891 703 | 2 726 175 | 2 659 597 | |
| Other income | 811 730 | 408 728 | 225 708 | 135 557 | |
| Cost of sales and change in stocks of finished goods and work in progress | (50 827 240) | (54 299 798) | (19 035 849) | (16 811 410) | |
| External supplies and services | (17 729 651) | (15 938 333) | (5 849 756) | (5 649 229) | |
| Payroll expenses | (11 271 835) | (11 219 006) | (3 400 067) | (3 684 879) | |
| Amortization and depreciation | (3 592 929) | (1 423 049) | (1 202 448) | (600 872) | |
| Provisions and impairment losses | 12 | (455 283) | (781 255) | (100 569) | (252 260) |
| Other expenses | (581 231) | (691 400) | (205 138) | (270 552) | |
| Share of results of associates and joint ventures | 4.2 | 1 768 057 | 1 147 620 | 883 057 | 364 438 |
| Financial expenses | (1 609 688) | (2 173 426) | (489 424) | (655 570) | |
| Financial income | 148 272 | 94 491 | 49 178 | 62 237 | |
| Profit before income tax | 12 629 465 | 10 414 222 | 4 619 167 | 3 770 715 | |
| Income tax | (3 418 426) | (2 918 980) | (1 173 957) | (1 072 978) | |
| Consolidated net profit | 9 211 039 | 7 495 242 | 3 445 210 | 2 697 737 | |
| Attributable to: | |||||
| Parent company's shareholders | 9 184 511 | 7 463 750 | 3 435 030 | 2 675 585 | |
| Non-controlling interests | 26 528 | 31 492 | 10 180 | 22 152 | |
| Earnings per share | |||||
| Basic | 13 | 0.40 | 0.32 | 0.15 | 0.12 |
| Diluted | 13 | 0.40 | 0.32 | 0.15 | 0.12 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
FOR THE NINE MONTHS AND THREE MONTHS PERIODS ENDED AS OF 30 SEPTEMBER 2016 AND 2015
(Amounts expressed in Euro)
| NINE MONTHS PERIOD ENDED AS OF: | THREE MONTHS PERIOD ENDED AS OF: | ||||||
|---|---|---|---|---|---|---|---|
| Notes | 30.09.2016 | 30.09.2015 | 30.09.2016 | 30.09.2015 | |||
| Net consolidated profit for the year Other comprehensive income |
9 211 039 | 7 495 242 | 3 445 210 | 2 697 737 | |||
| Fair value of derivatives | (50 996) | - | (14 535) | - | |||
| Exchange differences arising on translation of foreign operations | (762 024) | 237 167 | (182 492) | (208 039) | |||
| Other comprehensive income for the year | (813 020) | 237 167 | (197 027) | (208 039) | |||
| Total comprehensive income for the year | 8 398 019 | 7 732 409 | 3 248 183 | 2 489 698 | |||
| Attributable to: Parent company's shareholders Non-controlling interests |
8 371 491 26 528 |
7 723 069 9 340 |
3 238 003 10 180 |
2 489 698 - |
|||
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 and retained earnings |
Net profit | Total | Non-controlling interests |
Total Equity | |
| Balance as of 1 January 2015 | 9 | 25 641 459 | (1 641 053) | 5 637 034 | (385 709) | 24 813 767 | 8 077 269 | 62 142 767 | 50 638 | 62 193 405 |
| Total consolidated comprehensive income for the year | - | - | - | 237 167 | - | 7 463 750 | 7 700 917 | 31 492 | 7 732 409 | |
| Changes in consolidation perimeter | - | - | - | - | - | - | - | - | - | |
| Appropriation of the consolidated net profit for 2014: Transfer to legal reserve and other reserves Dividends |
- - |
- - |
298 485 - |
- - |
7 778 784 (3 923 140) |
(8 077 269) - |
- (3 923 140) |
- - |
- (3 923 140) |
|
| Others | - | - | - | - | - | - | - | - | - | |
| Balance as of 30 September 2015 | 25 641 459 | (1 641 053) | 5 935 519 | (148 542) | 28 669 411 | 7 463 750 | 65 920 544 | 82 130 | 66 002 674 | |
| Balance as of 1 January 2016 | 9 | 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 year | - | - | - | (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) |
|
| Derivative financial instruments | - | - | - | - | - | - | - | - | - | |
| Balance as of 30 September 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 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
(Amounts expressed in Euro)
| NINE MONTHS PERIOD ENDED AS OF: | THREE MONTHS PERIOD ENDED AS OF: | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Notes | 30.09.2016 | 30.09.2015 | 30.09.2016 | 30.09.2015 | |||||
| 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) |
114 832 900 (85 942 305) (7 894 183) (2 534 709) (7 670 210) |
10 791 494 | 101 920 533 (75 548 389) (7 656 384) (10 338 374) (300 297) |
8 077 089 | 41 119 958 (32 988 695) (2 649 066) (1 660 399) (3 016 350) |
805 449 | 35 172 577 (27 231 575) (2 505 600) (9 693 661) 4 502 648 |
244 388 | |
| Investment activities: Collections arising from: Dividends Tangible assets Intangible assets Other assets Financial investments Interests and similar income Payments arising from: Financial investments Intangible assets Tangible assets Other assets Cash flow from investment activities (2) |
8 | 493 110 49 619 1 877 - 137 273 (2 020 130) (3 936) (7 668 432) - |
(9 010 618) | 1 137 773 2 984 - - - 620 213 (3 439 104) (29 888) (1 556 469) - |
(3 264 491) | 493 057 - - - - 44 319 (1 110 130) 16 100 (1 861 845) 236 369 |
(2 182 129) | 719 591 15 714 21 070 - (1 012 500) 166 772 525 632 (29 888) (744 793) - |
(338 402) |
| Financing activities: Collections arising from: Loans obtained Payments arising from: Interests and similar costs Other financing operations Dividends Loans obtained Cash flow from financing activities (3) |
4 950 000 (1 808 428) (85 602) (4 846 066) (7 767 839) |
(9 557 935) | 16 893 896 (3 409 661) (80 996) (3 923 140) (9 832 957) |
(352 858) | 2 905 850 (660 792) (28 931) - (282 086) |
1 934 041 | 5 156 331 (443 380) (27 355) (134) (2 250 000) |
2 435 462 | |
| 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 year |
8 8 |
15 863 614 (448 851) (7 777 059) 7 637 703 |
11 777 885 165 559 4 459 740 16 403 184 |
7 188 645 (108 303) 557 362 7 637 704 |
9 447 737 (121 594) 2 341 449 11 667 592 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F. Ramada Investimentos, SGPS, S.A. ("Ramada Group" or "Group") 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 are listed in Euronext Lisbon. Its main activity is the management of investments.
Ramada Group 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 Ramada Aços, S.A., representing 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 Ramada Group.
Currently, F. Ramada Investimentos, SGPS, S.A. is the parent company of a group of companies listed in Note 4 (designated as 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 holds a significant international presence, and (iii) real estate.
As of September 30, 2016 and December 31, 2015, the Group developed its activity in Portugal, France, United Kingdom, Belgium and Spain.
The consolidated financial statements of 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 operations of the foreign companies whose functional currency is different from Euro are included in the consolidated financial statements in accordance with the policy set out in Note 2.
The consolidated financial statements as of 30 September 2016 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 Group are consistent with the accounting policies used in the preparation of the consolidated financial statements presented for the year ended as of 31 December 2015.
During the reporting period there were no changes in the accounting policies and no material mistakes related with previous periods were identified.
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, 2016, and December 31, 2015, are as follows:
| Percentage of participation | ||||||||
|---|---|---|---|---|---|---|---|---|
| held | ||||||||
| Designation | Headquarters | 30.09.2016 | 31.12.2015 | Activity | ||||
| Parent company: | ||||||||
| F. Ramada Investimentos, SGPS, S.A. | Porto | - | - | Holding | ||||
| Ramada Group: | ||||||||
| Ramada Aços, S.A. | Ovar | 100% | 100% | Steel comercialization | ||||
| Universal Afir, S.A. | Ovar | 100% | 100% | Steel comercialization | ||||
| Ramada Storax, S.A. | Ovar | 100% | 100% | Production and commercialization of storage systems |
||||
| F. Ramada II, Imobiliária, S.A. | Ovar | 100% | 100% | 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 |
All the above companies were included in the consolidated financial statements of Ramada Group in accordance with the full consolidation method.
As of September 30, 2016, the caption "Investments in associates and joint ventures" includes, essentially, the shares of Base Holding SGPS, S.A. owned by F. Ramada Investimentos, 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.
The use of the equity method in the nine months' period ended as of September 30, 2016 was made based on preliminary and unaudited consolidated financial statements of the above companies. The effect on the net profit of the period was recorded in the caption "Share of results of associates and joint ventures" by the amount of 1,768,057 Euro (1,562,678 Euro in December 31, 2015). As of September 30, 2016 the investment in the mentioned associate amounted to 16,502,394 Euros (15,227,394 Euros in December 31, 2015). The Board of Directors believes that there will not be relevant and material differences between the financial statements used to apply the equity method and the final consolidated financial statements of that entity.
This caption also includes the participation in Planfuro Global, S.A. (incorporated in 2014) and in Expeliarmus-Consultoria, S.A. (created in 2015) by an amount equal to 2,892,326 Euro.
The assessment on the existence, or not, of impairments on the investments in associates and joint ventures are based on the approved business plans.
As of September 30, 2016 and December 31, 2015, the caption "Other investments" and respective impairment losses can be detailed as follows:
| 30.09.2016 | 31.12.2015 | |
|---|---|---|
| Investments | 7,713,531 | 7,713,531 |
| Impairment losses (note 12) | (4,220,393) | (4,220,393) |
| 3,493,138 | 3,493,138 |
As of September 30, 2016 the caption "Other investments" mainly includes an investment in Base M – Investimentos e Serviços, S.A. equity. In addition, it also includes the investment of 15.48% in CEV – Consumo em Verde, Biotecnologia das Plantas, S.A., the investment of 4% in Sociedade Converde Unipessoal, Lda., and the loans granted to these companies. There were no changes in this caption during the nine months' period ended as of 30 September 2016.
Since 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 losses.
The assessment on the existence, or not, of impairments in the investments in joint ventures and associated companies is based on the approved business plans.
During the nine months period ended as of 30 September 2016 no changes in the Group's consolidation perimeter occurred.
Investment properties held by 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 months' period ended as of 30 September 2016 and the year ended 31 December 2015 is as follows:
| 30.09.2016 | 31.12.2015 | |
|---|---|---|
| Opening balance (gross) | 85,963,976 | 85,977,075 |
| Aquisitions Disposals |
- - |
134,739 (147,838) |
| Closing balance (gross) | 85,963,976 | 85,963,976 |
| Impairment losses (note 12) | (1,100,000) | (1,100,000) |
| Closing balance (net) | 84,863,976 | 84,863,976 |
During the nine months' period ended as of September 30, 2016, the leased land generated income amounting, to approximately, 4,637,250 Euro (approximately 6,311,140 Euro in year 2015).
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 their book value.
The impairment losses recorded were estimated by specialized entities who made specific analysis on a group of lands.
Part of the land (amounting to, approximately, 80 million Euros) is given as collateral for some of Group's bank loans.
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 Group and its subsidiaries for the years 2012 to 2016 may still be subject to review.
The Board of Directors of Ramada Group 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, 2016.
The movement occurred in deferred tax assets and liabilities in the nine months period ended as of September 30, 2016 and 2015, was as follows:
| 30.09.2016 | |||
|---|---|---|---|
| Deferred tax | Deferred tax | ||
| assets | 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 | |
| 30.09.2015 | |||
| Deferred tax | Deferred tax | ||
| assets | liabilities | ||
| Balance as of January 1, 2015 | 1,923,682 | 40,937 | |
| Effects on income statement | |||
| Others | (2,322) | - | |
| Balance as of September 30, 2015 | 1,921,360 | 40,937 | |
As of September 30, 2016 and December 31, 2015 the caption "Cash and cash equivalents" included in the consolidated statement of financial position can be detailed as follows:
| 30.09.2016 | 31.12.2015 | |
|---|---|---|
| Cash | 14,548 | 12,925 |
| Bank deposits | 15,385,282 | 22,375,669 |
| 15,399,830 | 22,388,594 | |
| Bank overdrafts (note 10) | (7,762,127) | (6,524,980) |
| Cash and equivalents | 7,637,703 | 15,863,614 |
During the third quarter of 2016, payments of financial investments were the following:
| Value of the transaction | Amount paid | ||||
|---|---|---|---|---|---|
| 30.09.2016 | 30.09.2015 | 30.09.2016 | 30.09.2015 | ||
| Investiments in associated companies (Note 4) | 2,342,328 | 2,390,364 | 2,020,130 | 2,390,364 | |
| Other investiments (Note 4) | - | 1,397,415 | - | 1,048,740 | |
| 2,342,328 | 3,787,779 | 2,020,130 | 3,439,104 |
As of September 30, 2016, F. Ramada Investimentos, SGPS, S.A.´s fully subscribed and paid up capital consisted of 25,641,459 shares with a nominal value of 1 Euro each. As of the same date, F. Ramada Investimentos, SGPS, S.A. held 2,564,145 own shares, corresponding to 9.999996% of the share capital of the Company, acquired by 1,641,053 Euros.
Additionally, as of September 30, 2016 and December 31, 2015, there were no companies holding a share in the subscribed capital of, at least, 20%.
As of April 21, 2016 the General Shareholders' Meeting unanimously decided the distribution of dividends amounting to 4,846,235.94 Euros.
As of September 30, 2016 and December 31, 2015, the captions "Bank loans" and "Other loans" can be detailed as follows:
| 30.09.2016 | 31.12.2015 | ||||
|---|---|---|---|---|---|
| Current | Non current | Current | Non current | ||
| 3,985,753 | 43,473,155 | 3,985,753 | 47,458,908 | ||
| Bank loans | 3,985,753 | 43,473,155 | 3,985,753 | 47,458,908 | |
| Commercial paper | 24,500,000 | - | 25,750,000 | - | |
| Other bank loans | 5,950,000 | - | 3,500,000 | - | |
| Bank overdrafts (note 8) | 7,762,127 | - | 6,524,980 | - | |
| Factoring | 1,393,309 | - | 1,425,375 | - | |
| Financial lease contracts | 14,937 | - | 84,554 | - | |
| Other loans | 39,620,373 | - | 37,284,909 | - | |
| 43,606,126 | 43,473,155 | 41,270,662 | 47,458,908 |
It is the Board of Directors understanding that the loans' book value does not differ significantly from their nominal value.
The nominal amount of bank loans as of September 30, 2016, will be reimbursed as follows:
| 30.09.2016 | 31.12.2015 | ||||
|---|---|---|---|---|---|
| Reimbursement year |
Amount | Estimated interests |
Reimbursement year |
Amount | Estimated interests |
| Current | Current | ||||
| 2017 | 3,985,753 | 783,072 | 2016 | 3,985,753 | 852,318 |
| 3,985,753 | 783,072 | 3,985,753 | 852,318 | ||
| Non current | Non current | ||||
| 2017 | - | - | 2017 | 3,985,753 | 783,000 |
| 2018 | 3,985,753 | 714,000 | 2018 | 3,985,753 | 714,000 |
| 2019 | 5,500,000 | 622,000 | 2019 | 5,500,000 | 622,000 |
| 2020 | 5,500,000 | 529,000 | 2020 | 5,500,000 | 529,000 |
| 2021 | 5,500,000 | 436,000 | 2021 | 5,500,000 | 436,000 |
| 2022 | 5,500,000 | 343,000 | 2022 | 5,500,000 | 343,000 |
| 2023 | 5,500,000 | 250,000 | 2023 | 5,500,000 | 250,000 |
| 2024 | 11,987,401 | 42,000 | 2024 | 11,987,401 | 42,000 |
| 43,473,155 | 2,936,000 | 47,458,908 | 3,719,000 | ||
| 47,458,908 | 3,719,072 | 51,444,661 | 4,571,318 | ||
As of September 30, 2016, and December 31, 2015, the credit facilities used by the Group and the corresponding maximum amounts allowed were as follows:
| September 30, 2016 | December 31, 2015 | ||||
|---|---|---|---|---|---|
| Nature | Authorized amount |
Authorized Used amount amount |
Used amount | ||
| Other bank loans | 23,700,000 | 5,950,000 | 23,700,000 | 3,500,000 | |
| Bank overdrafts | 16,000,000 | 7,762,127 | 16,000,000 | 6,524,981 | |
| Commercial paper program | |||||
| 12/2016 | 5,000,000 | 2,250,000 | 5,000,000 | 4,000,000 | |
| 08/2017 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |
| 07/2019 | 7,500,000 | 3,000,000 | 7,500,000 | 2,000,000 | |
| 07/2018 | 2,750,000 | 2,750,000 | 2,750,000 | 2,750,000 | |
| 07/2020 | 3,000,000 | 2,500,000 | 3,000,000 | 3,000,000 | |
| 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 | |
| 32,250,000 | 24,500,000 | 32,250,000 | 25,750,000 |
During the nine months' period ended as of September 30, 2016, these loans bear interest at normal market rates depending on the nature and term of the credit obtained.
During the nine months' period ended as of September 30, 2016, and the year ended as of December 31, 2015, the Group did not enter into any loan default.
Additionally, as of September 30, 2016, there are no covenants associated with the loans obtained.
As of September 30, 2016, and December 31, 2015, the caption "Other current liabilities" can be detailed as follows:
| 30.09.2016 | 31.12.2015 | |
|---|---|---|
| Accrued expenses: | ||
| Accrued payroll | 3,363,557 | 3,017,235 |
| Interests payable | 669,667 | 630,605 |
| Other | 3,939,161 | 1,123,214 |
| 7,972,385 | 4,771,054 | |
| Deferred income | 14,712,893 | 8,023,268 |
| 22,685,278 | 12,794,322 |
The caption "Deferred income" mainly includes anticipated invoicing regarding storage systems sales.
The movements that occurred in provisions and impairment losses for the nine months period ended as of September 30, 2016, can be detailed as follows:
| Provisions | Impairment losses in investments |
Impairment losses in current assets |
Impairment losses in investments properties |
Total | |
|---|---|---|---|---|---|
| (Note 4.3) | (Note 6) | ||||
| Opening balance 01.01.2016 | 1,564,976 | 4,220,393 | 16,635,613 | 1,100,000 | 23,520,982 |
| Exchange rate variation | (603) | - | - | - | (603) |
| Increases | 167,356 | - | 308,053 | - | 475,409 |
| Reversals | (15,128) | - | (4,998) | - | (20,126) |
| Utilizations | - | - | - | - | - |
| Closing balance 30.09.2016 | 1,716,601 | 4,220,393 | 16,938,668 | 1,100,000 | 23,975,662 |
The increases and reversals recorded in provisions and impairment losses for the nine months period ended as of 30 September 2016 were recorded in the profit and loss statement caption "Provisions and impairment losses".
The amount recorded in the caption "Provisions" as of September 30, 2016 relates to the Board of Directors best estimate to cover possible losses arising from legal actions in progress and other liabilities.
The Board of Directors believes that, based on the opinion of their legal advisors, as of September 30, 2016 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 2016.
Earnings per share for the nine months' period ended as of 30 September 2016 and 2015 were determined taking into consideration the following amounts:
| 30.09.2016 | 30.09.2015 | |
|---|---|---|
| Net profit considered for the computation of basic and diluted earnings per share |
9,184,701 | 7,463,750 |
| Number of shares | 25,641,459 | 25,641,459 |
| Number of own shares | 2,564,145 | 2,564,145 |
| Weighted average number of shares used to compute the basic and diluted earnings per share |
23,077,314 | 23,077,314 |
| Earnings per share | ||
| Basic | 0.40 | 0.32 |
| Diluted | 0.40 | 0.32 |
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, 2016 and 2015 may be detailed as follows:
| Services rendered | |||||
|---|---|---|---|---|---|
| 30.09.2016 30.09.2015 |
|||||
| 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, 2016, are the following:
Expeliarmus-Consultoria, SA
Grafedisport Impressão e Artes Gráficas, 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.
The segregation of activities by segments as of September 30, 2016 and 2015 is made up as follows:
| September 30, 2016 | ||||
|---|---|---|---|---|
| Industry | Real Estate | Intra-group eliminations |
Total | |
| Total assets | 122,835,210 | 92,812,694 | (7,516,421) | 208,131,484 |
| Total liabilities | 70,507,788 | 71,859,501 | (7,516,421) | 134,850,868 |
| Operating investments (a) | 4,370,614 | 192,170 | - | 4,562,784 |
| Profit from foreign market customers | 92,081,126 | 4,699,867 | - | 96,780,993 |
| Profit from operations with other segments | 31,042 | 1,023,489 | (1,054,531) | - |
| Cash-flow from operating activities (b) | 11,038,733 | 4,877,020 | - | 15,915,753 |
| Amortaizations | (3,400,710) | (192,219) | - | (3,592,929) |
| Earnings before interest and taxes (c) | 7,638,023 | 4,684,801 | - | 12,322,824 |
| Financial profits | 324,223 | - | (175,761) | 148,462 |
| Financial costs | (646,696) | (1,138,753) | 175,761 | (1,609,688) |
| Share of results of joint ventures and associated companies | 1,768,057 | - | - | 1,768,057 |
| Earnings before taxes | 9,083,607 | 3,546,048 | - | 12,629,655 |
| Income taxes | (2,445,376) | (973,050) | - | (3,418,426) |
| Net profit | 6,638,231 | 2,572,998 | - | 9,211,229 |
| September 30, 2015 | ||||||
|---|---|---|---|---|---|---|
| Industry | Real Estate | Intra-group eliminations |
Total | |||
| Total assets | 106,822,422 | 94,230,339 | (8,623,446) | 192,429,315 | ||
| Total liabilities | 58,694,812 | 76,355,275 | (8,623,446) | 126,426,641 | ||
| Operating investments (a) | 4,403,579 | 73,497 | - | 4,477,076 | ||
| Profit from foreign market customers | 90,990,171 | 4,708,207 | - | 95,698,378 | ||
| Profit from operations with other segments | 5,916 | 1,023,489 | (1,029,405) | - | ||
| Cash-flow from operating activities (b) | 8,025,207 | 4,743,379 | - | 12,768,586 | ||
| Amortaizations | (1,234,901) | (188,148) | - | (1,423,049) | ||
| Earnings before interest and taxes (c) | 6,790,306 | 4,555,231 | - | 11,345,537 | ||
| Financial profits | 584,166 | 1,868 | (491,543) | 94,491 | ||
| Financial costs | (1,083,123) | (1,581,846) | 491,543 | (2,173,426) | ||
| Share of results of joint ventures and associated companies | 1,147,620 | - | - | 1,147,620 | ||
| Earnings before taxes | 7,438,969 | 2,975,253 | - | 10,414,222 | ||
| Income taxes | (2,092,535) | (826,445) | - | (2,918,980) | ||
| Net profit | 5,346,434 | 2,148,808 | - | 7,495,242 | ||
(a) - Investments in non-current assets, except financial instruments, deferred tax assets and financial investments
(b) - Operating results + amortizations
(c) - Earnings before interest and taxes 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, 2016.
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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