Quarterly Report • May 30, 2018
Quarterly Report
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Earning's Announcement
1 st Quarter 2018
(unaudited)
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.
F. Ramada Investimentos S.G.P.S., S.A (F. Ramada Investimentos) 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, steel wire, the storage solutions activity and the activity related to financial investments management (corresponding to noncontrolling interests) and ii) Real Estate, focused in the management of real estate assets.
The steel activity, which develops, especially at the level of the sub-segment of moulds, with a leading position in the domestic market, is developed by three companies: Ramada Aços, Universal Afir and Planfuro, Global S.A..
In the last quarter of 2017, F. Ramada Investimentos acquired, indirect control of 99% of the share capital of SOCITREL – Sociedade Industrial de Trefilaria, S.A. ("Socitrel"), following the decision in December 2017 of non-opposition by the Portuguese Competition Authority ("Autoridade da Concorrência "). It should be noted that Socitrel only started to impact the consolidated statement of profit and loss from January 1 st 2018 onwards. Additionally, in the period ended March 31, 2018 F. Ramada purchased the remaining 1% of Socitrel's share capital, becoming holder of the whole share capital of that subsidiary.
This acquisition allowed F. Ramada Investimentos to diversify its industrial activity, entering a new business area. The main business of Socitrel is related with manufacture of steel wires, capable of being used in a wide variety of activities, including industry, agriculture and construction.
The activity of 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.
On March 20, 2018, F. Ramada Investimentos announced an agreement entered into with Averys Group for the sale of the entire share capital of its wholly owned subsidiary Ramada Storax, S.A. The conclusion of the transaction remained subject to the decision of non-opposition by Competition Authorities. As such, considering the high probability of completion of the transaction, the assets, liabilities and profit and loss of the subsidiaries engaged in the activity of storage solutions, are presented in the financial statements of March 31, 2018 as discontinued operations.
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.
The statement of profit and loss for the first quarter of 2017 was restated in order to disclose in a single and separate caption profit and loss attributable to the discontinuing operations (subsidiaries engaged in the business of storage solutions).
| 1Q 2018 | 1Q 2017 (Restated) |
Var. % | |
|---|---|---|---|
| Sales and services rendered | 31 656 | 18 971 | 66.9% |
| Other income | 147 | 98 | 49.6% |
| Total revenue | 31 803 | 19 068 | 66.8% |
| Cost of sales | (19 077) | (9 852) | 93.6% |
| External supplies and services | (4 222) | (2 629) | 60.6% |
| Payroll expenses | (3 614) | (2 336) | 54.7% |
| Other expenses | (239) | (329) | -27.3% |
| Total costs (a) | (27 152) | (15 145) | 79.3% |
| EBITDA (b) | 4 651 | 3 923 | 18.6% |
| EBITDA Margin | 14.6% | 20.6% | |
| Amortization and depreciation | (1 492) | (1 320) | 13.0% |
| EBIT (c) | 3 159 | 2 602 | 21.4% |
| EBIT Margin | 9.9% | 13.6% | |
| Gains in associated companies | 0 | 496 | -100.0% |
| Financial expenses | (397) | (359) | 10.6% |
| Financial income | 0 | 44 | -98.9% |
| Profit before income tax from continuing operations |
2 763 | 2 784 | -0.7% |
| Income tax | (591) | (816) | |
| Profit after tax from continuing operations | 2 172 | 1 967 | 10.5% |
| Profit after tax income from discontinued operations | 1 176 | 1 223 | -3.9% |
| Consolidated net profit | 3 348 | 3 190 | 5.0% |
| Consolidated net profit attributable to shareholders of the parent company |
3 348 | 3 203 | 4.5% |
| Consolidated net profit attributable to non-controlling interests |
0 | (13) |
Amounts in thousands of Euros
(a) Operating costs excluding depreciation and amortization, financial costs and income taxes
(b) EBITDA = income before financial results, income taxes, amortization and depreciation
(c) EBIT = income before financial results and income taxes
Total turnover of Ramada Group, during the first quarter of 2018, amounted to 31,803 thousand Euro representing an increase of 66.8% compared to the total turnover of the homologous period in 2017.
Total costs, excluding amortization, financial expenses and taxes, amounted to 27,152 thousand Euro, representing an increase of 79.3% in relation to the same period in 2017.
EBITDA in the first quarter of 2018 reached 4,651 thousand Euro, representing an increase of 18.6% when compared to the homologous period. EBITDA margin reached 14.6%, which compares to 20.6% obtained in the same period in 2017.
Group's operating results (EBIT) amounted to 3,159 thousand Euro, representing a positive variation of 21.4% comparing with 2,602 thousand Euro in the same period of 2017.
The negative financial results amounted to 397 thousand Euro, representing a growth of 26%, when compared with the same period in 2017.
In the first quarter of 2018 net profit from continuing operations amounted to 2,172 thousand Euro, 10.5% more than in the first quarter of the previous year.
Consolidated net profit, including discontinued operations, amounted to 3,348 thousand Euro, reflecting a 5.0% growth in comparison with the same period of 2017.
| 1T 2018 | 1T 2017 (Restated) |
Var. % | |
|---|---|---|---|
| Total revenue | 30 069 | 17 509 | 71.7% |
| Total costs (a) | 26 790 | 14 869 | 80.2% |
| EBITDA ( b) | 3 279 | 2 640 | 24.2% |
| EBITDA Margin | 10.9% | 15.1% | |
| EBIT (c) | 1 849 | 1 419 | 30.3% |
| EBIT Margin | 6.1% | 8.1% | |
| Financial results | (183) | (55) | 232.9% |
| Share of results of associates | 0 | 496 | -100.0% |
| Profit before income tax from continuing operations | 1 666 | 1 860 | -10.4% |
| Income tax | 317 | 539 | -41.3% |
| Net profit from continuing operations | 1 350 | 1 321 | 2.2% |
| Net Income from discontinued operations | 1 176 | 1 223 | - 3.9% |
| Consolidated net profit for the period | 2 525 | 2 544 | 0.7% |
Amounts in thousands of Euros
(a) Operating costs excluding depreciation and amortization, financial costs and income taxes
(b) EBITDA = income before financial results, taxes on income, amortization and depreciation
(c) EBIT = income before financial results and taxes on income
During the first quarter of 2018 the total income for the industry segment amounted to 30,069 thousand Euro, representing an increase of 71.7% compared to total income for the first three months of 2017. This increase is explained partly by the impact of the consolidation of Socitrel.
Industry's segment's EBITDA in the first quarter of 2018 amounted to 3,279 thousand Euro, which represents an increase of 24.2% when compared with 2,640 thousand Euro achieved in the same period in 2017.
Industry's segment's EBITDA margin went from 15.1% in 2017 to 10.9% in 2018.
Industry's segment's EBIT in the first three months of 2018 was 1,849 thousand Euro, representing an increase of 30.3% compared to 1,419 thousand Euro in 2017.
In the first quarter of 2018, the steel business registered a growth in turnover compared to the same period of the previous year.
The sectors of molds and metal mechanics continue to be the most important segments contributing to the sales growth of this activity.
In the first three months of 2018 the Group took another important step in entering a new market niche in this sector (molds for bumpers, wheel arches and door panels).
The metalworking sector is crossing a good phase, where exports have been playing an important role.
The sector of the construction of tools for stamping parts for automotive industry began the year more dynamic, with new projects awarded to the Portuguese market, which boosted the oxyfuel service and sales of cold work steels.
The Steel business operates mainly in the domestic market, which accounted for 93% of turnover in the first three months of 2018. The growth of exports is a bet for 2018.
Regarding Socitrel, its activity has been presenting significant growth, recovering the levels of production, sales, and financial performance.
In the first quarter of 2018, the major markets where Socitrel operates had distinct behaviors: in the pre stressing market there was a pressure on the demand side, although decreasing in intensity at the end of the quarter, while in the galvanizing market pressure has been on the supply side, a trend that is estimated to continue at least until the beginning of the second quarter. In the market of machine-wire in the first quarter of 2018, the trend was for a rise in price, specially at the level of the high carbon content, raw material of pre-wire effort.
Socitrel operates mainly in the external market which, in the first quarter of 2018, represented 67% of turnover, with Europe being the destination market with higher importance.
| 1T 2018 | 1T 2017 | Var. % | |
|---|---|---|---|
| Total revenue | 1 734 | 1 560 | 11.1% |
| Total Costs (a) | 362 | 276 | 30.8% |
| EBITDA ( b) | 1 372 | 1 283 | 6.9% |
| EBIT (c) | 1 311 | 1 184 | 10.7% |
| Financial results | (214) | (260) | -17.8% |
| Profit before income tax | 1 097 | 924 | 18.8% |
Amounts in thousands of Euros
(a) Operating costs excluding depreciation and amortization, financial costs and income taxes
(b) EBITDA = income before financial results, taxes on income, amortization and depreciation
(c) EBIT = income before financial results and taxes on income
Total income for the Real Estate segment in the first quarter of 2018 was 1,734 thousand Euro, verifying an increase of 11.1% over the same period of 2017.
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 EBITDA in the first quarter of 2018 amounted to 1,372 thousand Euro, having registered growth of 6.9% compared to 2017.
In the first quarter of 2018, the operating income (EBIT) of the Real Estate segment, in the amount of 1,311 thousand Euros, grew by 10.7% over the same period of 2017.
The financial results of the Real Estate segment in the first quarter of 2018 were negative in 214 thousand Euro, which represents an improvement of 17.8% when comparing to 260 thousand Euro negative in homologous period.
The net profit before income tax in the first quarter of 2018 was 823 thousand Euro, representing an increase of 27.2% when compared with the same period in 2017.
F. Ramada Group investments in the first quarter of 2018 amounted to 466 thousand Euro.
The nominal net debt of the F. Ramada Group as of 31 March 2018 reached 6,443 thousand Euro. As of December 31, 2017 it was 7,872 thousand Euro.
In May 4, 2018 F. Ramada Investimentos informed the market about the decision of non-opposition by the Competition Authority to the sale of Ramada Storax. The transaction is expected to occur by the end of this month.
Porto, 11 May 2018
The Board of Directors
(Amounts expressed in Euro)
| ASSETS | Notes | 31.03.2018 | 31.12.2017 | |
|---|---|---|---|---|
| NON CURRENT ASSETS | ||||
| Investment properties | 6 | 84 921 939 | 84 921 939 | |
| Tangible assets | 20 663 816 | 22 800 147 | ||
| Intangible assets | 23 534 | 116 152 | ||
| Goodwill | 1 245 520 | 1 245 520 | ||
| Other investments | 4.2 | 203 544 | 8 492 | |
| Other non-current assets | 1 443 196 | 1 439 631 | ||
| Deferred tax assets | Total non current assets | 7 | 3 403 838 111 905 387 |
4 552 283 115 084 164 |
| CURRENT ASSETS | ||||
| Inventories | 23 656 580 | 28 871 968 | ||
| Clients | 33 971 943 | 54 403 293 | ||
| State and other public entities | 1 158 743 | 3 170 043 | ||
| Other debtors | 919 621 | 1 862 228 | ||
| Other current assets | 235 157 | 5 626 683 | ||
| Cash and cash equivalents | 8 | 101 359 435 | 105 099 639 | |
| Total current assets | 161 301 479 | 199 033 854 | ||
| Non-current assets held for sale and discontinued operations | 5 | 54 124 851 | - | |
| Total assets | 327 331 717 | 314 118 018 | ||
| EQUITY AND LIABILITIES | Notes | 31.03.2018 | 31.12.2017 | |
| EQUITY Share capital |
9 | 25 641 459 | 25 641 459 | |
| Own shares | - | - | ||
| Legal reserve | 6 460 877 | 6 460 877 | ||
| Currency translation reserves | (998 289) | (1 080 409) | ||
| Other reserves | 115 139 824 | 58 429 714 | ||
| Consolidated net profit for the year | 3 348 039 | 56 708 187 | ||
| Total equity attributable to equity holders of the parent company | 149 591 910 | 146 159 828 | ||
| Non-controlling interests | - | 4 923 | ||
| Total equity | 149 591 910 | 146 164 751 | ||
| LIABILITIES NON CURRENT LIABILITIES |
||||
| Bank loans | 10 | 55 052 156 | 57 455 951 | |
| Other loans | 10 | 4 874 761 | 6 874 761 | |
| Other debtors non current debtors | - | 238 752 | ||
| Provisions | 12 | 810 000 | 3 100 736 | |
| Deferred tax liabilities | 7 | 931 653 | 955 993 | |
| Total non current liabilities | 61 668 570 | 68 626 193 | ||
| CURRENT LIABILITIES | ||||
| Bank loans | 10 | 6 484 630 | 7 511 465 | |
| Other loans | 10 | 41 390 476 | 41 128 981 | |
| Suppliers | 18 252 683 | 26 429 496 | ||
| State and other public entities | 4 563 240 | 6 612 242 | ||
| Other creditors | 1 277 694 | 2 868 687 | ||
| Other current liabilities | 11 | 8 291 108 | 14 776 203 | |
| Total current liabilities | 80 259 830 | 99 327 074 | ||
| Non-current liabilities related to discontinued operations | 5 | 35 811 406 | - | |
| Total liabilities | 177 739 806 | 167 953 267 | ||
| Total equity and liabilities | 327 331 717 | 314 118 018 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
| Notes | 31.03.2018 | 31.03.2017 (Restated Note 5) |
||
|---|---|---|---|---|
| Sales and services rendered | 31 656 089 | 18 970 748 | ||
| Other income | 146 799 | 98 100 | ||
| Cost of sales | (19 077 309) | (9 851 926) | ||
| External supplies and services | (4 221 785) | (2 629 148) | ||
| Payroll expenses | (3 613 789) | (2 335 852) | ||
| Amortization and depreciation | (1 491 730) | (1 320 000) | ||
| Provisions and impairment losses | 12 | (8 904) | (52 173) | |
| Other expenses | (230 130) | (276 791) | ||
| Share of results of associates | 4.2 | - | 495 652 | |
| Financial expenses | (396 828) | (358 689) | ||
| Financial income | 465 | 43 664 | ||
| Profit before income tax | 2 762 878 | 2 783 585 | ||
| Income tax | (590 719) | (816 040) | ||
| Consolidated net profit from continuing operations | 2 172 159 | 1 967 545 | ||
| Profit after tax income from discontinued operations | 5 | 1 175 880 | 1 223 413 | |
| Consolidated net profit | 3 348 039 | 3 190 958 | ||
| Attributable to: | ||||
| Parent company's shareholders | 3 348 039 | 3 203 957 | ||
| Continuing operations Discontinued Operations |
2 172 159 1 175 880 |
1 967 545 1 236 412 |
||
| Non-controlling interests | - | (12 999) | ||
| Continuing operations Discontinued Operations |
- - |
- (12 999) |
||
| Earnings per share | ||||
| Continuing operations Basic |
13 | 0.08 | 0.09 | |
| Diluted | 13 | 0.08 | 0.09 | |
| Discontinued Operations | ||||
| Basic | 13 | 0.05 | 0.05 | |
| Diluted | 13 | 0.05 | 0.05 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
FOR THE THREE MONTHS PERIOD ENDED AS 31 MARCH 2018 AND 2017
(Amounts expressed in Euro) (Translation of financial statements originally issued in Portuguese - Note 16)
| Notes | 31.03.2018 | 31.03.2017 | |
|---|---|---|---|
| Net consolidated profit for the period | 3 348 039 | 3 190 958 | |
| Other comprehensive income | |||
| Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations from |
|||
| discontinued operations | 82 120 | (32 695) | |
| Other comprehensive income for the period | 82 120 | (32 695) | |
| Total comprehensive income for the period | 3 430 159 | 3 158 263 | |
| Attributable to: | |||
| Parent company's shareholders | 3 430 159 | 3 171 262 | |
| Non-controlling interests | - | (12 999) |
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 2017 | 9 | 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 year | - | - | - | (32 695) | - | 3 203 957 | 3 171 262 | (12 999) | 3 158 263 | |
| Appropriation of the consolidated net profit for 2016: Transfer to other reserves |
- | - | - | - | 13 860 952 | (13 860 952) | - | - | - | |
| Balance as of 31 March 2017 | 25 641 459 | (1 641 053) | 6 231 961 | (923 936) | 48 598 058 | 3 203 957 | 81 110 446 | 129 365 | 81 239 811 | |
| Balance as of 1 January 2018 | 9 | 25 641 459 | - | 6 460 877 | (1 080 409) | 58 429 714 | 56 708 187 | 146 159 828 | 4 923 | 146 164 751 |
| Total consolidated comprehensive income for the year | - | - | - | 82 120 | - | 3 348 039 | 3 430 159 | - | 3 430 159 | |
| Appropriation of the consolidated net profit for 2017: Transfer to other reserves |
- | - | - | - | 56 708 187 | (56 708 187) | - | - | - | |
| Acquisition of non-controlling interests | - | - | - | - | 1 923 | - | 1 923 | (4 923) | (3 000) | |
| Balance as of 31 March 2018 | 25 641 459 | - | 6 460 877 | (998 289) | 115 139 824 | 3 348 039 | 149 591 910 | - | 149 591 910 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
| Notes | 31.03.2018 | 31.03.2017 | |||
|---|---|---|---|---|---|
| Operating activities: | |||||
| Collections from customers | 60 383 936 | 56 223 551 | |||
| Payments to suppliers | (42 939 957) | (36 635 894) | |||
| Payments to personnel | (1 860 903) | 15 583 075 | (3 282 330) | 16 305 326 | |
| Income tax payed/received | (69 879) | (146 525) | |||
| Other collections/payments relating to operating activities | (3 224 234) | (3 294 113) | (3 292 136) | (3 438 661) | |
| Cash flow from operating activities (1) | 12 288 962 | 12 866 665 | |||
| Investment activities: | |||||
| Collections arising from: | |||||
| Dividends | - | - | |||
| Tangible assets | 3 877 | 114 500 | |||
| Other assets | - | - | |||
| Investment properties | - | 991 276 | |||
| Financial investments | 8 527 | 282 | |||
| Interests and similar income | (2 548) | 9 856 | 31 026 | 1 137 083 | |
| Payments arising from: | |||||
| Financial investments | (195 556) | (60 207) | |||
| Intangible assets | (983) | (12 054) | |||
| Tangible assets | (1 097 820) | (5 003 121) | |||
| Other assets | - | - | |||
| Loans granted | - | (1 294 359) | - | (5 075 382) | |
| Cash flow from investment activities (2) | (1 284 503) | (3 938 299) | |||
| Financing activities: | |||||
| Collections arising from: | |||||
| Loans obtained | 5 500 000 | 5 500 000 | 1 610 140 | 1 610 140 | |
| Payments arising from: | |||||
| Lease contracts | - | - | |||
| Interests and similar costs | (806 716) | (811 686) | |||
| Other financing operations | - | - | |||
| Loans obtained | (5 967 096) | (6 773 812) | (5 226 476) | (6 038 162) | |
| Cash flow from financing activities (3) | (1 273 812) | (4 428 022) | |||
| Cash and cash equivalents at the beginning of the period | 8 | 97 418 384 | 10 037 127 | ||
| Change in cash and cash equivalents: (1) + (2) + (3) | 9 730 648 | 4 500 344 | |||
| Effect of exchange rate changes | 58 068 | (23 956) | |||
| Cash and cash equivalents associated with discontinued operations | 5 | (8 072 458) | - | ||
| Cash and cash equivalents at the end of the period | 8 | 99 134 640 | 14 513 515 |
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 NYSE 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 March 31, 2018 and December 31, 2017, 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 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 31 March 2018 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 2017.
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 March 31, 2018, and December 31, 2017, are as follows:
| held | Percentage of participation | |||
|---|---|---|---|---|
| Designation | Headquarters | 31.03.2018 | 31.12.2017 | Activity |
| Parent company: | ||||
| F. Ramada Investimentos, SGPS, S.A. | Porto | - | - | Holding |
| F. Ramada Group: | ||||
| Ramada Aços, S.A. | Ovar | 100% | 100% | Steel comercialization |
| Universal Afir, S.A. | Ovar | 100% | 100% | Steel comercialization |
| Planfuro Global, S.A. | Leiria | 100% | 100% | Manufacture of metal molds |
| 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 | 100% | 100% | Comercialization of storage systems |
| Socitrel - Sociedade Industrial de Trefilaria, S.A. |
Portugal | 100% | 99% | Manufacture and sale of steel wires |
| Socitrel España, S.A. | Espanha | 100% | 99% | Manufacture and sale of steel wires |
| Expeliarmus - Consultoria, S.A. | Portugal | 100% | 99% | Company holding company |
All the above companies were included in the consolidated financial statements of F. Ramada Group in accordance with the full consolidation method.
As of March 31, 2018 and December 31, 2017, the caption "Other investments" and respective impairment losses can be detailed as follows:
| 31.03.2018 | 31.12.2017 | |
|---|---|---|
| Equity investments and loans | 4,097,886 | 3,902,330 |
| Accumulated Impairment losses (note 12) | (3,902,330) | (3,902,330) |
| Others | 7,988 | 8,492 |
| 203,544 | 8,492 |
The caption "Other investments" includes investments in companies in which the group does not have control or significant influence, like CEV – Consumo em Verde, Biotecnologia das Plantas, S.A. and Sociedade Converde Unipessoal, Lda.. Loans granted to these companies are also included in this caption.
Regarding the movements occurred in the period ended March 31, 2018 they relate mainly to an increase of loans granted to the companies above mentioned.
The assessment of whether or not there is an impairment in investments in other entities takes into account, among others, the financial indicators of the companies, the results of their operations and their profitability for the shareholder, especially taking into account their capacity to distribute dividends.
On 20 March 2018, the Ramada Group reached an agreement with the Averys Group for the disposal of the entire share capital of its wholly-owned subsidiary Ramada Storax, S.A. ("Storax").
The execution of the transaction was subject to prior notification to the Competition Authority, under the terms established in the competition legal regime and, for this reason, conditional on the decision of non-opposition of that entity. On May 4, 2018, the Competition Authority notified the non-opposition to the transaction, being estimated that its conclusion will occur during May 2018.
Storax is a company that together with its four wholly-owned subsidiaries - Storax, SARL (France), Storax Limited (UK), Storax Benelux (Belgium) and Storax España are dedicated to storage solutions.
The value of the transaction will be 75 million Euros ("Enterprise Value"), under the terms of the agreement, which will generate an estimated gain of approximately 60 million Euros.
The associated assets and liabilities of these entities taking into account the outcome of the transaction were classified as non-current assets and liabilities held for sale - discontinued operations. The effects of this classification in the consolidated financial statements can be detailed as follows:
| ASSETS | 31.03.2018 | |
|---|---|---|
| NON CURRENT ASSETS | ||
| Tangible assets | 1,109,244 | |
| Intangible assets | 99,314 | |
| Deferred tax assets | 1,207,851 | |
| Total non current assets | 2,416,409 | |
| CURRENT ASSETS | ||
| Inventories | 12,195,290 | |
| Clients | 24,885,767 | |
| State and other public entities | 1,571,592 | |
| Other debtors | 1,670,945 | |
| Other current assets | 3,312,390 | |
| Cash and cash equivalents | 8,072,458 | |
| Total current assets | 51,708,442 | |
| Total assets | 54,124,851 | |
| LIABILITIES | 31.03.2018 | |
| LIABILITIES | ||
| NON CURRENT LIABILITIES | ||
| Provisions | 2,256,438 | |
| Deferred tax liabilities | 3,232 | |
| Total non current liabilities | 2,259,670 | |
| CURRENT LIABILITIES | ||
| Suppliers | 8,256,271 | |
| State and other public entities | 3,813,555 | |
| Other creditors | 436,677 | |
| Other current liabilities | 21,045,232 | |
| Total current liabilities | 33,551,735 | |
| Total liabilities | 35,811,406 |
The detail of the discontinued operations in the income statement is detailed as follows:
| 31.03.2018 | 31.03.2017 | ||
|---|---|---|---|
| Sales and services rendered | 18,061,693 | 15,534,393 | |
| Other income | 31,597 | 25,787 | |
| Cost of sales | (9,657,663) | (7,501,715) | |
| External supplies and services | (4,068,030) | (4,044,536) | |
| Payroll expenses | (2,573,452) | (2,384,794) | |
| Amortization and depreciation | (123,175) | (105,569) | |
| Provisions and impairment losses | (42,950) | 57,847 | |
| Other expenses | (61,274) | (54,446) | |
| Share of results of associates | - | - | |
| Financial expenses | (5,574) | (6,301) | |
| Financial income | 6,668 | 1,185 | |
| Profit before income tax | 1,567,840 | 1,521,850 | |
| Income tax | (391,960) | (298,437) | |
| Profit after income tax | 1,175,880 | 1,223,413 |
Details of discontinued operations in the statement of cash flows are as follows:
| 31.03.2018 | |
|---|---|
| Cash flows from operating activities | 1,989,090 |
| Cash flows from investment activities | (312,539) |
| Cash flows from financing activities | - |
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 three months period ended as of 31 March 2018 and the year ended 31 December 2017 is as follows:
| 31.03.2018 | 31.12.2017 | |
|---|---|---|
| Opening balance (gross) | 86,021,939 | 85,953,689 |
| Aquisitions Disposals |
- - |
68,250 - |
| Closing balance (gross) | 86,021,939 | 86,021,939 |
| Impairment losses (note 12) | (1,100,000) | (1,100,000) |
| Closing balance (net) | 84,921,939 | 84,921,939 |
The leased land generated, during the three months period ended as of March 31, 2018, income amounting, to approximately, 1,564,998 Euro (approximately 6.331.825 Euro in 2017).
The minimum future receipts for leases of forest land amounting, to approximately, 6.5 million Euros in each of the following 5 years. After this period and until the end of the contracts, the minimum future receipts total, approximately 36 million Euros. The rents provided for in 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 Euros 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 for the years 2014 to 2017 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 March 31, 2018.
The movement occurred in deferred tax assets and liabilities in the three months period ended as of March 31, 2018 and 2017, was as follows:
| 31.03.2018 | |||
|---|---|---|---|
| Deferred tax | Deferred tax | ||
| assets | liabilities | ||
| Balance as of January 1, 2018 | 4,552,283 | 955,993 | |
| Effects on income statement | 59,406 | (21,108) | |
| Transfer to descontinuos operations | (1,207,851) | (3,232) | |
| Balance as of March 31, 2018 | 3,403,838 | ||
| 31.03.2017 (Restated) | |||
| Deferred tax | Deferred tax | ||
| assets | liabilities | ||
| Balance as of January 1, 2017 | 3,673,642 | 31,125 | |
| Effects on income statement | 1,786 | 1,900 | |
| Balance as of March 31, 2017 | 3,675,428 | 33,025 |
As of March 31, 2018 and December 31, 2017 the caption "Cash and cash equivalents" included in the consolidated statement of financial position can be detailed as follows:
| 31.03.2018 | 31.12.2018 | |
|---|---|---|
| Cash | 41,857 | 17,594 |
| Bank deposits | 101,317,578 | 105,082,045 |
| 101,359,435 | 105,099,639 | |
| Bank overdrafts (note 10) | (2,224,795) | (7,681,255) |
| Cash and equivalents | 99,134,640 | 97,418,384 |
As of March 31, 2018, F. Ramada's fully subscribed and paid up capital consisted of 25,641,459 shares with a nominal value of 1 Euro each.
On May 4, 2018, it was approved in the annual shareholders' general meeting the distribution of gross dividends amounting to of 2.23 Euros per share.
As of March 31, 2018 and December 31, 2017, the captions "Bank loans" and "Other loans" can be detailed as follows:
| 31.03.2018 | 31.12.2017 | |||
|---|---|---|---|---|
| Current | Non current Current |
Non current | ||
| 6,484,630 | 55,052,156 | 7,511,465 | 57,455,951 | |
| Bank loans | 6,484,630 | 55,052,156 | 7,511,465 | 57,455,951 |
| Commercial paper | 26,000,000 | 3,000,000 | 22,000,000 | 5,000,000 |
| Guaranteed accounts | 11,550,000 | - | 10,050,000 | - |
| Bank overdrafts | 2,224,795 | - | 7,681,255 | - |
| Factoring | 1,314,375 | - | 1,397,726 | - |
| Leasings | 301,306 | - | - | - |
| Other bank loans | - | 1,874,761 | - | 1,874,761 |
| Other loans | 41,390,476 | 4,874,761 | 41,128,981 | 6,874,761 |
| 47,875,106 | 59,926,917 | 48,640,446 | 64,330,712 |
It is the Board of Directors understanding that the loans' book value does not differ significantly from its fair value.
The nominal amount of bank loans as of March 31, 2018, will be reimbursed as follows:
| 31.03.2018 | 31.12.2017 | |||||
|---|---|---|---|---|---|---|
| Reimbursement year |
Amount | Estimated interests |
Reimbursement year |
Amount | Estimated interests |
|
| Current | Current | |||||
| 2018-03/2019 | 47,875,106 | 957,502 | 2018 | 48,640,446 | 708,000 | |
| 47,875,106 | 957,502 | 48,640,446 | 708,000 | |||
| Non current | Non current | |||||
| 03/2020 | 7,229,967 | 144,599 | 2019 | 11,703,988 1,196,263 | ||
| 03/2021 | 6,091,908 | 121,838 | 2020 | 8,880,685 | 942,179 | |
| 03/2022 | 7,341,910 | 146,838 | 2021 | 7,880,685 | 755,942 | |
| 03/2023 | 7,341,910 | 146,838 | 2022 | 7,880,685 | 575,971 | |
| 03/2024 | 7,329,313 | 146,586 | 2023 | 7,880,685 | 396,001 | |
| 03/2025 | 6,841,910 | 136,838 | 2024 | 4,603,984 | 270,133 | |
| 03/2026 | 6,500,000 | 130,000 | 2025 | 3,500,000 | 196,754 | |
| 03/2027 | 5,750,000 | 115,000 | 2026 | 3,500,000 | 146,088 | |
| 03/2028 | 3,500,000 | 70,000 | 2027 | 3,500,000 | 95,421 | |
| 03/2029 | 2,000,000 | 40,000 | 2028 | 5,000,000 | 17,778 | |
| 59,926,917 | 1,198,538 | 64,330,712 4,592,530 | ||||
| 107,802,023 | 2,156,040 | 112,971,158 5,300,530 |
During the period of three months ended as of March 31, 2018, these loans bear interest at normal market rates depending on the nature and term of the credit obtained.
During the period of three months ended as of March 31, 2018, and the year ended as of December 31, 2017, the Group did not enter into any loan default.
Additionally, as of March 31, 2018, there are no covenants associated with the loans obtained.
As of March 31, 2018, and December 31, 2017, the caption "Other current liabilities" can be detailed as follows:
| c 31.03.2018 |
c 31.12.2017 |
|
|---|---|---|
| Accrued expenses | ||
| Accrued payroll | 3,903,965 | 5,027,502 |
| Interests payable | 762,328 | 842,107 |
| Other | 2,255,917 | 2,014,648 |
| Deferred income and advances on a sales account | 1,368,897 | 6,891,946 |
| 8,291,108 | 14,776,203 |
The movements that occurred in provisions and impairment losses for the three months period ended as of March 31, 2018, can be detailed as follows:
| Provisions | Impairment losses in accounts receivables |
Impairment losses in investments |
Impairment losses in inventory |
Impairment losses in investments properties |
Total | |
|---|---|---|---|---|---|---|
| ( nota 4.2) | (note 6) | |||||
| Opening balance | 3,100,736 | 11,966,585 | 3,902,330 | 1,539,113 | 1,100,000 | 21,608,764 |
| Increases | 15,702 | 86,151 | - | - | - | 101,854 |
| Reversals | (50,000) | - | - | - | - | (50,000) |
| Transfers to discontinued operations | (2,256,438) | (1,949,557) | - | (372,220) | - | (4,578,215) |
| Closing balance | 810,000 | 10,103,179 | 3,902,330 | 1,166,893 | 1,100,000 | 17,082,403 |
The constitutions and reversals of provisions and impairment losses recorded in the three-month period ended March 31, 2018 and in the year ended December 31, 2017 were recorded against the income statement caption "Provisions and impairment losses".
The amount recorded under "Provisions" at 31 March 2018 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 March 31, 2018, there are no material assets or liabilities associated with probable or possible tax contingencies that should be recognized or disclosed in the financial statements on March 31, 2018.
Earnings per share for the three months periods ended as of 31 March 2018 and 2017 were determined taking into consideration the following amounts:
| 31.03.2018 | 31.03.2017 (Restated) | |||
|---|---|---|---|---|
| Continuing operations |
Discontinued Operations |
Continuing operations |
Discontinued Operations |
|
| Net profit considered for the computation of basic and diluted earnings per share |
2.172.159 | 1.175.880 | 1.967.545 | 1.223.413 |
| Number of shares Number of own shares |
25.641.459 - |
25.641.459 - |
25.641.459 (2.564.145) |
25.641.459 (2.564.145) |
| Weighted average number of shares used to compute the basic and diluted earnings per share |
25.641.459 | 25.641.459 | 23.077.314 | 23.077.314 |
| Earnings per share | ||||
| Basic | 0,08 | 0,05 | 0,09 | 0,05 |
| Diluted | 0,08 | 0,05 | 0,09 | 0,05 |
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 March 31, 2018 and 2017 are related with Altri Group and may be detailed as follows:
| Rents | ||||
|---|---|---|---|---|
| 31.03.2018 31.03.2017 |
||||
| Altri Group | 1,564,998 | 1,545,750 | ||
| 1,564,998 | 1,545,750 |
Apart from the companies included in the consolidation (Note 4), the companies considered to be related parties as of March 31, 2018, are the following:
(Amounts expressed in Euro)
In accordance with the origin and nature of the income generated by the Group, the main segments identified are as follows:
This 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 and its operating results are reviewed and taken decisions by the management
| March 31, 2018 | ||||
|---|---|---|---|---|
| Industry | Real Estate | Intra-group eliminations |
Total | |
| Total assets (d) | 186,596,027 | 91,812,384 | (5,201,545) | 273,206,866 |
| Total liabilities (d) | 85,186,166 | 61,943,780 | (5,201,545) | 141,928,401 |
| Operating investments (a) (d) | 390,944 | 74,707 | - | 465,651 |
| Profit from customers (d) | 30,069,175 | 1,733,713 | - | 31,802,888 |
| Profit from operations with other segments (d) | 10,347 | 196,776 | (207,123) | - |
| Cash-flow from operating activities (b) (d) | 3,278,901 | 1,372,071 | - | 4,650,972 |
| Amortaizations (d) | (1,430,299) | (61,431) | - | (1,491,730) |
| Earnings before interest and taxes (c) (d) | 1,848,602 | 1,310,640 | - | 3,159,242 |
| Financial profits (d) | 21,600 | 235 | (21,370) | 465 |
| Financial costs (d) | (204,134) | (214,064) | 21,370 | (396,828) |
| Share of results of joint ventures and associated companies (d) | - | - | - | - |
| Earnings before taxes (d) | 1,666,068 | 1,096,811 | - | 2,762,879 |
| Income taxes (d) | (316,517) | (274,203) | - | (590,720) |
| Net profit (d) | 1,349,551 | 822,608 | - | 2,172,159 |
| March 31, 2017 (Restated) | ||||
| Industry | Real Estate | Intra-group eliminations |
Total | |
| Total assets (d) | 143,056,856 | 90,290,904 | (8,477,763) | 224,869,997 |
| Total liabilities (d) | 85,030,922 | 67,077,030 | (8,477,763) | 143,630,189 |
| Operating investments (a) (d) | 543,172 | - | - | 543,172 |
| Profit from customers (d) | 17,509,051 | 1,559,798 | - | 19,068,848 |
| Profit from operations with other segments (d) | 10,956 | 342,999 | (353,955) | - |
| Cash-flow from operating activities (b) (d) | 2,639,602 | 1,283,356 | - | 3,922,958 |
| Amortaizations (d) | (1,220,406) | (99,594) | - | (1,320,000) |
| Earnings before interest and taxes (c) (d) | 1,419,196 | 1,183,762 | - | 2,602,958 |
| Financial profits (d) | 80,650 | - | (36,986) | 43,664 |
| Financial costs (d) | (135,480) | (260,195) | 36,986 | (358,689) |
| Share of results of joint ventures and associated companies (d) | 495,652 | - | - | 495,652 |
| Earnings before taxes (d) | 1,860,018 | 923,567 | - | 2,783,585 |
| Income taxes (d) | (538,970) | (277,070) | - | (816,040) |
| Net profit (d) | 1,321,048 | 646,497 | - | 1,967,545 |
(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
(d) - Excluding descontinuos 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 May 11, 2018.
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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