Consolidated Annual Report 2017 Título Da Apresentação | 25.05.2015
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CONSOLIDATED ANNUAL REPORT 2017 TÍTULO DA APRESENTAÇÃO | 25.05.2015 PHAROL, SGPS S.A. 2017 RESULTS ■ The 2017 financial year was marked by the accounting changes registered by PHAROL in its investment in Oi: ■ Oi S.A., on April 12, 2018, presented adjustments to its Equity, as of January 1, 2016 and December 31, 2016, of 18 Bi$R and 19Bi$R (18Bi$R+1Bi$R), respectively; these movements led to negative adjustments in PHAROL's equity of € 102m and € 140m, respectively on the same dates; ■ The Judicial Recovery Plan approved by the Brazilian courts, with dilution of the equity interest, and the suspension of its members in Oi’s Board of Directors, determined, in relation to PHAROL, the removal of the condition of shareholder with significant influence and, consequently, the accounting of participation in Oi at market value (replacing the equity method), with two implications: (i) a gain of 167.7 M € from the (restated) valuation of 2016 and (ii) an accounting loss, without impact in equity, amounting to € 960.5 million, due to the cancelation of the accumulated foreign exchange reserves since the acquisition; ■ PHAROL’s operational costs, maintaining the reduction verified in previous years, declined by 31% when compared to 2016; ■ Considering the effects of the accounting adjustments presented by Oi, Pharol’s Net Loss was € 806 million; without these effects, the recurring net loss would have been by 13.5 M €, which compares with a loss of 61.9 M € registered in 2016; ■ The company's equity increased from € 246.4 million to € 261.8 million; Oi’s Hightlights in 2017: Highlights • Net revenues in 2017 to reduce by 8% compared to the same period in 2016 ending the year with R $ 23,790 PHAROL million; • EBITDA also followed the Revenue trend, decreasing in 2017 (Euro million) 2017 2016Re 2016 to R $ 6,244 million, -7% over the same period in 2016, but presenting an improvement in EBITDA Margin of 0.5pp to 26.25% EBITDA (4.8) (7.0) (7.0) • Consolidated losses were reduced compared to 2016, Losses/(gains) in amounting to R $ 6,365, an improvement of 21%, also as a 792.7 - 13.2 result of the adjustment made in 2016. Without the effect of associates the adjustments made, the improvement over 2016 would Recurring net be 11%. (13.5) (61.9) (61.9) profit/(losses)1 Net profit/(losses) (806.5) (61.9) (75.1) MESSAGE FROM THE CEO Equity 261.8 107.8 246.4 Luís Palha da Silva 1 Adjusted for non-recurring effects of Oi’s Investment "The year 2017 for Pharol ended up being marked by the presentation of an Oi Judicial Recovery Plan, OI approval at a General Meeting of Creditors and, later, in 2018, for its judicial approval. Not being able to comply (Reals million) 2017 2016Re 2016 with the fact that the proposal was not submitted at the said General Meeting by the legitimate bodies of the 23,790 25,996 25,996 company and the solution presented was manifestly Net Revenue unbalanced in the defense of the interests of all Routine EBITDA 6,244 6,697 6,697 stakeholders in presence, Pharol, through its subsidiary Bratel , has been making every effort in the appropriate Net profit/(Loss) (6,365) (8,028) (7,121) legal spheres to uphold the legality and fairness of the final solution to be adopted by Oi. This effort has intensified throughout the first half of this year and Net debt 47,621 40,342 40,342 Pharol will continue to do everything to defend its Equity (13,806) (7,457) 11,665 interest as shareholder of the company, while remaining fully available to support a Judicial Recovery Re Amounts restated as of Dec 31, 2016 as Plan that, through negotiation, restores and balances Contacts a result of adjustments in Oi the interests of the different stakeholders. " Luís Sousa de Macedo 1 Investor Relations Tel: +351 212 697 698 - Fax: +351 212 697 949 E-mail: [email protected] PHAROL, SGPS S.A. CONSOLIDATED ANNUAL REPORT 2017 01. MACROECONOMIC ENVIRONMENT 3 02. FINANCIAL REVIEW 6 03. BUSINESS PERFORMANCE 12 04. MAIN RISKS AND UNCERTAINTIES 33 05. QUALIFIED HOLDINGS 35 06. OUTLOOK 39 07. STATEMENT FROM THE BOARD OF DIRECTORS 40 08. ACTIVITIES OF THE NON-EXECUTIVE DIRECTORS 42 CONSOLIDATED FINANCIAL STATEMENTS 45 “PHAROL”, “Group PHAROL”, “Group” and “Company” is a reference to the companies that are part of PHAROL, SGPS S.A. or to one of them, depending on the context. Consolidated Report │ 2017 2 01. MACROECONOMIC ENVIRONMENT INTERNATIONAL ECONOMIC CONTEXT In 2017, according to OECD data, world economic growth was 3.7%, compared to 3% in 2016. The United States of America grew 2.3%, Japan 1.7% and the Euro Zone 2.5%. These values were mainly supported by the resumption of trade and private investment. In developing countries, the best performances continued to be those of China and those of India, with values of 6.9% and 6.6%, respectively. Brazil and Russia, after having been in recession for the last two years, managed to grow by 1% and 1.5%, respectively. For the year 2018, the projection for the global economy points to 3.9%. The Euro Zone, (+ 2.5%), exceeded the expectations that had been made the previous year ( 1.6%). This evolution is driven by private consumption and investment. The unemployment rate fell to 9.1% and inflation remained low (1.5%). For 2018, European Commission projections point to a slowdown in the growth rate, 2.1% in the Euro Zone, with unemployment falling to 8.5% and inflation to 1.4%. The biggest challenges will be the negotiations on the exit from the United Kingdom of the European Union, possible increases in long-term interest rates and the appreciation of the Euro. PORTUGAL In Portugal, the year of 2017 brought a growth of 2.7%, according to data published by Banco de Portugal. This is the highest value since 2000 (3.8%), standing 0.2pp above the value of the Euro Zone. As in the previous year, this evolution continues to be explained by increases in exports (both goods and services, especially tourism), private consumption and now investment. The unemployment rate fell from 11.2% to 9% and inflation rose from 0.6% to 1.6%, thus converging with the figures presented by the Euro Zone. For 2018, the Banco de Portugal forecasts a slowdown to 2.3%, explained by the maturity of the growth cycle, the expected international context and the existence of structural constraints in the national economy. Unemployment rates of 7.3% and inflation of 1.2% are also foreseen. Consolidated Report │ 2017 3 4% Inflation Rate Unployment Rate 3% 18% 16% 2% 14% 1% 12% 10% 0% 8% 2010 2011 2012 2013 2014 2015 2016 2017 -1% 2010 2011 2012 2013 2014 2015 2016 2017 Zona Euro Portugal Zona Euro Portugal GDP Growth Rate 2% -1% 2010 2011 2012 2013 2014 2015 2016 2017 -3% -5% Zona Euro Portugal BRAZIL In 2017, in Brazil there was a positive evolution of 1%, according to OECD data, that is, the first growth after a two-year recession. According to the Instituto Brasileiro de Geografia e Estatística (IBGE), the great driver of the recovery was the agricultural sector. There has also been a recovery in the services sector, but the industry has not improved because of rising energy costs. Private consumption also grew and public spending declined. Investment has continued to fall with the construction sector still in crisis. According to IBGE, the unemployment rate increased to 12.7% and according to OECD data, inflation fell from 8.7% in 2016 to 3.45% in 2017. The exchange rate on December 29, 2017 was 3.97 EUR / BRL. The OECD projects a growth of 2.2% in Brazil in 2018. Consolidated Report │ 2017 4 10% Inflation Rate Unployment Rate 9% 15% 8% 7% 10% 6% 5% 5% 4% 3% 0% 2010 2011 2012 2013 2014 2015 2016 2017 2010 2011 2012 2013 2014 2015 2016 2017 Brazil Brazil GDP Growth Rate 6 Exchange Rate EUR/BRL 8% 5 3% 4 3 -2%2010 2011 2012 2013 2014 2015 2016 2017 2 -7% 1 Brazil 0 2010 2011 2013 2015 2017 02. FINANCIAL REVIEW FINANCIAL REVIEW As at December 31, 2017, PHAROL main assets are composed of (1) 183,662,204 common shares of Oi, S.A. (“Oi”), representing 27.2% of the total share capital of Oi (excluding treasury shares), (2) debt securities of Rio Forte Investments S.A. (“Rio Forte”) with a nominal value of Euro 897 million, and (3) the Call Option on 34,153,108 common shares and 68,306,216 preferred shares of Oi with an exercise price of R$20.104 per common share and R$18.529 per preferred share, adjusted by the Brazilian rate CDI plus 1.5% per annum, and with a 6-year maturity. The Call Option has partial expiration dates throughout the period, so the option volume is reduced by 10% at the end of the first year and by 18% per year thereafter. On March 30, 2018, as part of the option has reached its maturity, PHAROL’s call option is from that date onwards on 25,614,831 common shares and 51,229,662 preferred shares of Oi. As of December 31, 2014, after the capital increase of Oi, concluded on May 5, 2014 (the “Oi Capital Increase”), PHAROL held a 39.7% direct and indirect stake in Oi. This included a portion classified as a non- current asset held for sale, following the Exchange agreement (“Exchange”) entered into on September 8, 2014 and completed on March 8, 2015, and the remaining stake of 22.8% classified as investment in joint ventures and associates and therefore accounted for using the equity method.