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Sonae SGPS

Interim / Quarterly Report Oct 4, 2018

1901_ir_2018-10-04_7fd8da69-f81b-41e8-9e36-6ab81252906c.pdf

Interim / Quarterly Report

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SONAE MC, SGPS, SA

(Former SONAE INVESTIMENTOS, SGPS, SA)

Head Office: Rua João Mendonça, 529 – 4464-501 Senhora da Hora

Share Capital 1,000,000,000 Euro

Porto Commercial Registry and Fiscal Number 501 532 927

REPORT AND ACCOUNTS

30 June 2018

(Amended version)

Management Report Sonae MC, SGPS, S.A.

In accordance with Portuguese Law and the company's articles of association, we hereby present the management report of Sonae MC - SGPS, S.A. for the six months of 2018.

Activity evolution for the period

During the first half of 2018, the consolidated turnover of Sonae MC totalled 2,608 million euros, which corresponds to an increase of 6.4% when compared to the same period of the previous year. Performance benefited from the increased contributions of every businesses, with highlights for Sonae MC and Worten, increasing sales by 7% in both cases, Sonae Financial Services (+28%) and Maxmat (+12%).

The Company's operating cash-flow (direct EBITDA) reached 122 million euros, representing an increase of 13 million euros versus last year. This evolution reflects the direct EBITDA increase of every businesses, once again with Sonae MC registering the highest growth. The second quarter of 2018 benefitted, for the first time, from the contribution of ISRG, which consolidated performance through the equity method result.

Overall, direct EBITDA margin stood at 4.7% of turnover, increasing +0.2p.p. comparing to 6M17. Operating results (direct EBIT) amounted to 25 million euros in the period, increasing ca. +4 million euros when compared to the first six months of 2017, which is mainly driven by the increase of operational cash-flow.

Sonae MC consolidated net result in the first six months of 2018 totalled 3.4 million euros, above last year comparable period.

By the end of June, Sonae MC operated in an overall portfolio of 1,688 stores, corresponding to a sales area of 1,132 thousand sqm. During this period, Sonae MC, Worten and Sonae Sports & Fashion continued to consolidate its store network with +33 stores versus December 2017, which excludes Sport Zone stores since February 2018.

Outlook

Sonae MC strategic guidelines privilege growth and the strengthening of the value proposition based on a continued investment in efficiency and innovation. This positioning, consistently adopted by the Company, has allowed for the combination of strong growth rhythms with strong profitability benchmarks, and once again will be at the basis of the Company´s performance during the course of the next months.

Methodological note

The consolidated financial information contained in this report was prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union. The financial information regarding quarterly figures was not subject to audit procedures.

Maia, 21 of August 2018

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Luis Miguel Mesquita Soares Moutinho

Luis Miguel Vieira de Sá da Mota Freitas

Luis Filipe Campos Dias de Castro Reis

Glossary

Turnover

Sale of articles + services rendered;

EBITDA

"Underlying EBITDA" + share of results in joint ventures and associated undertakings+ non-recurrent items;

"Underlying" EBITDA

total direct income - total expenses - reversal of impairment losses;

Direct EBIT

Direct EBT - financial results;

Direct EBT

Direct results before non-controlling interests and taxes;

Direct income

Results excluding contributions to indirect income;

Indirect income

Includes arising from: (i) impairment of real estate assets for retail, (ii) decrease in goodwill, (iii) provisions (net of tax) for possible future liabilities and impairments related with non-core financial investments, businesses, discontinued assets (or be discontinued / repositioned), (iv) valuation results based on the methodology "markto-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues.

Appendix

Statement under the terms of Article 246, paragraph 1, c) of the Portuguese Securities Code

The signatories individually declare that, to their knowledge, the Management Report, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared meeting the standards of the applicable International Financial Reporting Standards, giving a truthful (fairly) and appropriate image, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of the issuer and that the Management Report faithfully describes the progress of the business and position of the issuer and of the companies included in the consolidation perimeter and contains a description of the major risks and uncertainties that they face.

Maia, 21 of August 2018

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Luis Miguel Mesquita Soares Moutinho

Luis Miguel Vieira de Sá da Mota Freitas

Luis Filipe Campos Dias de Castro Reis

Appendix required by articles 9 nr. 1, a) and 14, nr. 7 of CMVM Regulation nr.05/2008

Additions Reductions Position on
30.06.2018
Balance on
30.06.2018
Date Quantity Aver. Price € Quantity Aver. Price € Quantity
Duarte Paulo Teixeira de Azevedo () () () (**)
Efanor Investimentos, SGPS, SA (1)
Migracom, SA (9)
Sonae - SGPS, SA (3)
Minority
Dominant
805,730
Ângelo Gabriel Ribeirinho dos Santos Paupério () (*)
Sonae - SGPS, SA (3)
Sale
Enxomil - Consultoria e Gestão, SA (11)
Enxomil - Sociedade Imobiliária, SA (12)
24-05-2018 212,987 1.152 Dominant
Dominant
0
Additions Reductions Position on
30.06.2018
Balance on
30.06.2018
Date Quantity Aver. Price € Quantity Aver. Price € Quantity
(1) Efanor Investimentos, SGPS, SA
Sonae, SGPS, SA (3)
Pareuro, BV (2)
Dominant
Dominant
(2) Pareuro, BV
Sonae, SGPS, SA (3)
Dominant
(3) Sonae, SGPS, SA
Sonae Investments, BV (6)
Sonae MC, SGPS, SA (a) (4)
Sonaecenter, Serviços, SA (5)
Dominant
Dominant
250,286,683
(4) Sonae MC, SGPS, SA (a)
Modelo Continente, SGPS, SA (b) (8)
Dominant
(5) Sonaecenter, Serviços, SA
Sonae MC, SGPS, SA (a) (4)
518,269,127
(6) Sonae Investments BV
Sonae MC, SGPS, SA (a) (4)
Libra Serviços, Sociedade Unipessoal, Lda (7)
Dominant 131,419,190
(7) Libra Serviços, Sociedade Unipessoal, Lda
Sonae MC, SGPS, SA (a) (4)
25,000
(8) Modelo Continente, SGPS, SA (b)
Sonae MC, SGPS, SA (a) (4)
100,000,000
(9) Migracom, SA
Sonae, SGPS, SA (3)
Imparfin - Investimentos e Participações Financeiras, SA (10)
Minority
Minority
(10) Imparfin - Investimentos e Participações Financeiras, SA
Sonae, SGPS, SA (3)
Minority
(11) Enxomil - Consultoria e Gestão, SA
Sonae, SGPS, SA (3)
Minority
(12) Enxomil - Sociedade Imobiliária, SA
Sonae - SGPS, SA (3)
Minority
() Member of the Board of Directors of Sonae MC, SGPS, SA
(
*) Member of the Board of Directors of Sonae - SGPS, SA (directly and indirectly dominant company) (3)

(***) Member of the Board of Directors of Efanor Investimentos SGPS, SA (1)

(****) Member of the Board of Directors of Imparfin - Investimentos e Participações Financeiras, SA (10)

a) Ex Sonae Investimentos, SGPS, SA

b) Ex Sonae MC - Modelo Continente, SGPS, SA

Qualified holdings

Shares held and voting rights attributable to shareholders owning 2% or more of the share capital of the Sonae MC, SGPS, SA (Ex Sonae Investimentos, SGPS, SA), calculated according to article 20 of the Portuguese Securities Code, as required by article 9 paragraph 1, subparagrah bc, of the Portuguese Securities Market Comission (CMVM) Regulation no. 05/2008:

Shareholder Nr. of shares % Share capital
and voting
rights*
% of exercisable
voting rights**
Efanor Investimentos, SGPS, SA (I)
By Sonae, SGPS, SA 250,286,683 25.03% 27.81%
By Sonae Investments, BV 131,419,190 13.14% 14.60%
By Libra Serviços, Sociedade Unipessoal, Lda 25,000 0.00% 0.00%
By Sonaecenter, Serviços, SA 518,269,127 51.83% 57.59%
By Modelo Continente, SGPS, SA (II) 100,000,000 10.00% -
Total attributable to Efanor Investimentos, SGPS, SA 1,000,000,000 100.00% 100.00%

Source: communications received by the Company regarding qualified shareholdings up to 30 June 2018

* Voting rights calculated based on the Company's share capital with voting rights, as per subparagraph b) of paragraph 3 of article 16 of the Portuguese Securities Code **Voting rights calculated based on the Company's share capital with voting rights that are not subject to suspension of exercise

(I) As from 29th November 2017, Efanor Investimentos SGPS, SA ceased to have any controlling shareholder pursuant to the set forth in articles 20 and 21 of the Portuguese Securities Code

(II) Considered treasury shares in accordance with Commercial Companies Code as Modelo Continente, SGPS, SA (Ex Sonae MC - Modelo Continente, SGPS, SA) is directly owned by Sonae MC, SGPS, SA (Ex Sonae Investimentos, SGPS, SA)

Condensed consolidated

financial statements

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2018 AND 2017 AND 31 DECEMBER 2017

(Amounts expressed in euro)

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

ASSETS Notes 30 Jun 2018 30 Jun 2017 31 Dec 2017
NON-CURRENT ASSETS:
Tangible assets 6 1,624,950,830 1,611,346,919 1,647,932,404
Intangible assets 7 340,642,381 337,128,274 342,916,302
Goodwill 8 548,467,437 548,079,578 553,339,386
Investments in joint ventures and associates 9 115,852,545 42,126,184 41,442,483
Other investments 10 12,612,940 10,894,226 12,323,383
Deferred tax assets 13 49,310,550 50,560,802 56,857,992
Other non-current assets 11 18,850,924 17,697,428 20,152,898
Total Non-Current Assets 2,710,687,607 2,617,833,411 2,674,964,848
CURRENT ASSETS:
Inventories 643,422,938 682,582,620 713,020,919
Trade account receivable and other current assets 12 339,089,182 344,848,062 272,829,989
Investments 10 1,596,429 485,192 179,881
Cash and cash equivalents 14 100,702,871 86,796,620 162,378,843
Total Current Assets 1,084,811,420 1,114,712,494 1,148,409,632
Non current assets held for sale - - 782,540
TOTAL ASSETS 3,795,499,027 3,732,545,905 3,824,157,020
EQUITY AND LIABILITIES
EQUITY:
Share capital 15 1,000,000,000 1,000,000,000 1,000,000,000
Own shares (320,000,000) (320,000,000) (320,000,000)
Reserves and retained earnings 15,409,775 (16,341,293) (14,086,582)
Profit/(Loss) for the period attributable to the equity holders of the Parent
Company 3,418,362 (2,634,198) 27,632,093
Equity attributable to the equity holders of the Parent Company 698,828,137 661,024,509 693,545,511
Equity attributable to non-controlling interests 16 90,725,379 83,574,836 92,016,336
TOTAL EQUITY 789,553,516 744,599,345 785,561,847
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 17 784,557,026 714,430,823 620,484,413
Other non-current liabilities 19 414,858,421 421,772,677 415,789,765
Deferred tax liabilities 13 127,962,532 104,378,444 122,806,483
Provisions 21 13,689,559 15,156,948 14,659,973
Total Non-Current Liabilities 1,341,067,538 1,255,738,892 1,173,740,634
CURRENT LIABILITIES:
Loans
17 140,156,496 244,769,242 181,238,135
Trade creditors and other current liabilities 20 1,519,593,889 1,484,261,165 1,678,006,021
Provisions 21 5,127,588 3,177,261 5,610,383
Total Current Liabilities 1,664,877,973 1,732,207,668 1,864,854,539
TOTAL LIABILITIES 3,005,945,511 2,987,946,560 3,038,595,173
TOTAL EQUITY AND LIABILITIES 3,795,499,027 3,732,545,905 3,824,157,020

The accompanying notes are part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2018 AND 2017

(Translation of consolidated financial statements originally issued in

Portuguese. In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro) Notes 2 nd Quarter 2018 2 nd Quarter 2017 30 Jun 2018 30 Jun 2017
Restated
(Note 3)
Sales 5 1,260,498,544 1,213,684,400 2,535,556,456 2,386,737,192
Services rendered 5 37,853,701 34,623,982 72,783,010 65,048,664
Investment income investments recorded at fair value through profit 97,514 (7,485,503) 97,522 (7,485,503)
Financial income 988,369 320,210 2,478,531 1,865,875
Other income 22 21,531,126 22,367,737 45,552,986 44,151,266
Cost of goods sold and materials consumed (875,815,256) (862,868,381) (1,792,561,572) (1,699,289,360)
Changes in stocks of finished goods and work in progress 2,399,578 1,395,159 1,282,172 1,363,797
External supplies and services (172,793,078) (156,530,225) (337,078,495) (312,275,053)
Staff costs (183,159,076) (170,249,215) (362,391,444) (334,276,288)
Depreciation and amortisation 6 and 7 (48,284,244) (43,517,798) (95,404,657) (86,614,202)
Provisions and impairment losses (3,793,359) (925,091) (5,515,098) (1,520,179)
Financial expense (13,480,135) (13,757,307) (26,747,980) (26,721,034)
Other expenses (20,784,942) (15,258,642) (37,170,051) (30,753,796)
Share of results of joint ventures and associetad companies 9.3 (1,233,505) (799,940) (1,953,288) (2,395,913)
Profit/(Loss) before taxation from continuing operations 4,025,237 999,386 (1,071,908) (2,164,534)
Taxation 23 10,454,972 11,481,975 (1,688,167) 12,335,440
Profit/(Loss) before taxation from continuing operations 14,480,209 12,481,361 (2,760,075) 10,170,906
Profit/(Loss) from discontinued operations after taxation 3 and 4.1 - (6,268,669) 7,280,231 (10,536,558)
Consolidated profit/(Loss) for the period 14,480,209 6,212,692 4,520,156 (365,652)
Attributable to equity holders of the Parent Company:
Continuing operations
Discontinued operations
-
14,310,867
-
14,310,867
-
11,105,271
(6,375,641)
4,729,630
(3,783,289)
7,201,651
3,418,362
8,008,049
(10,642,247)
(2,634,198)
Attributable to non-controlling interests
Continuing operations
Discontinued operations
16 169,342
-
169,342
1,376,090
106,972
1,483,062
1,023,214
78,580
1,101,794
2,162,857
105,689
2,268,546
Profit/(Loss) per share
From continuing operations
Basic
Diluted
25
25
0.015901
0.015901
0.012339
0.012339
(0.004204)
(0.004204)
0.008898
0.008898
From discontinued operations
Basic
Diluted
25
25
-
-
(0.007084)
(0.007084)
0.008002
0.008002
(0.011825)
(0.011825)

The accompanying notes are part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 JUNE 2018 AND 2017

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

(Amounts expressed in euro) nd Quarter 2018
2
nd Quarter 2017
2
Restated
30 Jun 2018 30 Jun 2017
Net Profit / (Loss) for the period 14,480,209 6,212,692 4,520,156 (365,652)
Items that maybe reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations 1,437,803 730,667 2,229,112 863,786
Participation in other comprehensive income (net of tax) related to joint
ventures and associated companies included in consolidation by the
equity method (Note 9.3)
(867,904) (1,117,208) (1,298,857) (985,436)
Changes in hedge and fair value reserves 1,322,001 (2,691,393) 1,339,997 (5,603,318)
Deferred taxes related with other components of comprehensive income 40,023 606,523 (918) 1,215,891
Others (117,740) 143,211 (117,740) 143,211
Other comprehensive income for the period 1,814,183 (2,328,200) 2,151,594 (4,365,866)
Total comprehensive income for the period 16,294,392 3,884,492 6,671,750 (4,731,518)
Attributable to:
Equity holders of parent company 15,860,884 2,408,957 5,282,626 (6,941,059)
Non controlling interests 433,508 1,475,535 1,389,124 2,209,541

The accompanying notes are part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS ENDED 30 JUNE 2018 AND 2017

(Translaon of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

Res
erv
nd
Ret
aine
es a
d Ea
rnin
gs
Sha
al
re C
apit
n Sh
Ow
are
s
al R
Leg
ese
rve
Cur
ren
cy
slat
ion
tran
Res
erv
e
Hed
ging
Res
erv
e
al R
Leg
ese
rve
s
in a
rda
cco
nce
h ar
ticl
wit
e
342
º CS
C
Oth
er R
ese
rve
s
and
ed
Re
tain
Ear
nin
gs
al
Tot
fit/
Net
Pro
(Los
s)
al
Tot
trol
ling
Non
con
Con
toll
ing
Inte
rest
s
(No
6)
te 1
al E
Tot
qui
ty
(Am
d in
o)
ts e
oun
xpr
esse
eur
ribu
Att
tab
le t
uity
o Eq
Ho
lde
f Pa
t Co
rs o
ren
mp
any
Bala
at 1
Jan
y 20
17 P
ubl
ishe
d
nce
as
uar
1,00
0,00
0,00
0
(320
)
,000
,000
170
,940
,266
541
,768
1,94
8,40
5
320
,000
,000
(546
)
,738
,326
(53,
)
307
,887
80,4
71,6
32
707
,163
,745
85,0
20,7
88
792
,184
,533
ffec
Res
tate
nt e
t
me
- - - - - - - - - - (1,7
80)
31,6
(1,7
80)
31,6
Bala
y 20
d
at 1
Jan
17 R
est
ate
nce
as
uar
1,00
0,00
0,00
0
(320
,000
,000
)
170
,940
,266
,768
541
1,94
8,40
5
320
,000
,000
(546
,738
,326
)
(53,
307
,887
)
80,4
71,6
32
707
,163
,745
83,2
89,1
08
790
,452
,853
Tot
al c
ive
inco
for
the
riod
om
pre
ens
me
pe
- - - 1,09
0,90
2
(4,3
87,4
27)
- (1,0
10,3
36)
(4,3
06,8
61)
(2,6
34,1
98)
(6,9
41,0
59)
2,20
9,54
1
(4,7
31,5
18)
App
riat
ion
of
fit o
f 20
16
rop
pro
nsfe
leg
al re
nd r
ine
d ea
rnin
Tra
r to
eta
serv
es a
gs
ide
nds
dis
trib
d
Div
ute
Inco
dist
ribu
tion
me
tial
dis
al o
s of
aff
iliat
ed
Par
uisi
tion
ies
pos
r aq
com
pan
Oth
ers
-
-
-
-
-
-
-
-
-
3,90
5,50
2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
76,5
66,1
30
(40,
)
034
,760
-
836
,584
80,4
71,6
32
(40,
)
034
,760
-
836
,584
(80,
)
471
,632
-
-
-
-
(40,
)
034
,760
-
836
,584
-
(1,1
25)
62,2
(1,2
43,
144
)
(980
)
,013
1,46
1,56
9
-
(41,
)
196
,985
(1,2
43,
144
)
(143
)
,429
1,46
1,56
9
Bala
ed
at 3
0 Ju
ne 2
017
Re
stat
nce
as
1,00
0,00
0,00
0
-
(320
)
,000
,000
-
174
,845
,768
-
1,63
2,67
0
-
(2,4
22)
39,0
-
320
,000
,000
-
(510
)
,380
,709
-
(16,
)
341
,293
-
(2,6
98)
34,1
-
661
,024
,509
83,5
74,8
36
744
,599
,345
Bala
at 1
Jan
y 20
18
nce
as
uar
1,00
0,00
0,00
0
(320
)
,000
,000
174
,845
,768
2,70
3,30
8
167
,896
320
,000
,000
(51
4)
1,80
3,55
(14,
)
086
,582
27,6
32,0
93
693
,545
,51
1
92,0
16,3
36
785
,56
1,84
7
al c
hen
sive
inc
e fo
r th
riod
Tot
om
pre
om
e pe
- - - 2,20
6,34
2
1,01
9,14
0
- (1,3
61,2
18)
1,86
4,26
4
3,41
8,36
2
5,28
2,62
6
1,38
9,12
4
6,67
1,75
0
App
riat
ion
of
fit o
f 20
17
rop
pro
nsfe
leg
al re
nd r
d ea
Tra
r to
eta
ine
rnin
serv
es a
gs
Div
ide
nds
dis
trib
d
ute
dist
ribu
tion
Inco
me
n of
aff
iliat
ed
Cre
atio
ies
com
pan
Cha
in c
olid
atio
eth
od
nge
ons
n m
-
-
-
-
-
-
-
-
-
-
42,
190
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
27,5
89,9
03
-
-
-
-
27,6
32,0
93
-
-
-
-
(27,
)
632
,093
-
-
-
-
-
-
-
-
-
-
(1,3
08)
93,9
(155
,134
)
80,0
00
(1,2
11,0
39)
-
(1,3
08)
93,9
(155
,134
)
80,0
00
(1,2
11,0
39)
Bala
at 3
0 Ju
ne 2
018
nce
as
1,00
0,00
0,00
0
(320
)
,000
,000
174
,887
,958
4,90
9,65
0
1,18
7,03
6
320
,000
,000
(485
)
,574
,869
15,4
09,7
75
3,41
8,36
2
698
,828
,137
90,7
25,3
79
789
,553
,516

The accompanying notes are part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 JUNE 2018 AND 2017

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

(Amounts expressed in euro) Notes nd Quarter 2018
2
2nd Quarter 2017 30 Jun 2018 30 Jun 2017
Restated
(Note 3)
OPERATING ACTIVITIES
Net cash flow from operating activities (1) 31,981,017 67,135,647 (32,813,068) (43,013,067)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments 26 1,812,918 - 30,455,407 21,009,032
Tangible assets and investment properties 513,796 482,558 1,448,300 1,848,950
Interests and similar income 222,197 7,656 258,535 445,855
Loans granted 127 651,118 659 651,118
Dividends 642,744 130,000 642,744 130,000
3,191,782 1,271,332 32,805,645 24,084,955
Cash Payments arising from:
Investments 26 (674,173) (2,033,150) (27,764,403) (2,135,671)
Tangible assets and investment properties (65,894,648) (55,527,071) (153,280,200) (142,024,368)
Loans granted - (1,496,188) - (1,500,000)
(66,568,821) (59,056,409) (181,044,603) (145,660,039)
Net cash used in investment activities (2) (63,377,038) (57,785,076) (148,238,958) (121,575,084)
FINANCING ACTIVITIES
Cash receipts arising from:
Investments - 46,507 - 584,007
Loans obtained 1,387,313,947 1,639,961,225 2,535,467,807 2,956,554,094
Capital increases, additional paid in capital and share premiums - - 80,000 -
1,387,313,947 1,640,007,732 2,535,547,807 2,957,138,101
Cash Payments arising from:
Investments 271,570 (1,192,368) - (2,460,244)
Loans obtained (1,402,860,564) (1,626,600,524) (2,405,304,487) (2,815,478,025)
Interests and similar charges (4,361,528) (5,464,296) (7,814,855) (8,210,548)
Dividends (102,255) (2,440,129) (222,359) (2,440,129)
Others 4,457 - - -
(1,407,048,320) (1,635,697,317) (2,413,341,701) (2,828,588,946)
Net cash used in financing activities (3) (19,734,373) 4,310,415 122,206,106 128,549,155
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (51,130,394) 13,660,986 (58,845,920) (36,038,996)
Effect of foreign exchange rate 37,082 170,967 39,471 136,093
Effect of discontinued operations 4 - - (6,062,386) -
Cash and cash equivalents at the beginning of the period 14 145,782,904 52,331,505 159,563,205 101,996,613
Cash and cash equivalents at the end of the period 14 94,615,428 65,821,524 94,615,428 65,821,524

The accompanying notes are part of these condensed consolidated financial statements.

SONAE MC, SGPS, SA (SONAE INVESTIMENTOS, SGPS, SA)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2018

(Amounts expressed in euro)

(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancies the Portuguese version prevails.)

1 INTRODUCTION

Sonae MC, SGPS, SA (ex- Sonae Investimentos, SGPS, SA), has its head-office at Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Portugal, and is the parent company of a group of companies, as detailed in Notes 9 and 29 the Sonae MC Group ("Sonae MC"). Sonae MC's operations and operating segments are described in Note 5.

2 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the preparation of the consolidated financial statements for the period ended as at 31 December 2017.

Basis of preparation

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and applicable to economic period beginning on 1 January 2018, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Standards Interpretations Committee ("IFRS - IC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as at the consolidated financial statements issuance date.

Interim financial statements are presented quarterly, in accordance with IAS 34 - "Interim Financial Reporting".

The accompanying condensed consolidated financial statements have been prepared from the books and accounting records of the Company, subsidiaries and joint ventures adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.

New accounting standards and their impact on the consolidated financial statements:

Up to the date of approval of these consolidated financial statements, the European Union endorsed the following standards, interpretations, amendments and revisions some of which become mandatory during the year 2018:

With mandatory application during the year 2018 Effective date (for
financial years beginning
on or after)
IFRS 9 Financial instruments
(establishes
the new
requirements
regarding
the
classification
and
measurement
of
financial
assets
and
liabilities,
the
methodology for calculating impairment and for the application of hedge
accounting rules)
01 Jan 2018
IFRS 15 Revenue from contracts
with
customers (introduces
a principles-based
revenue recognition framework based on a template to be applied to all
contracts with customers)
01 Jan 2018
IFRS 15
(amendment)
Revenue from contracts with customers (various clarifications are introduced
in the standard to eliminate the possibility of divergent interpretations of
various topics)
01 Jan 2018
IFRS 4
(amendment)
Insurance contracts (provides guidance on the application of IFRS 4 in
together with IFRS 9)
01 Jan 2018
IFRS 2
(amendment)
Share-based payment (include a number of clarifications in the standard
related to recording share-based payment transactions that are settled with
cash, (ii) recording changes in share-based payment transactions (of cash
settled for settlement with equity instruments), (iii) the classification of
transactions with cleared liquidation characteristics)
Annual
Improvements
to
international
financial
reporting standards (cycle 2014-2016)
01 Jan 2017 and 01
Jan 2018

These standards were applied by the Group in 2018, however there were no significant impacts on these financial statements.

The following standards, interpretations, amendments and revisions were endorsed by the European Union and have mandatory application in future economic exercises:

With mandatory application during the year 2018 Effective date (for
financial years beginning
on or after)
IFRS 9
(amendment)
Prepayment features with negative compensation 01 Jan 2019
IFRIC 22 Transactions in foreign currency and advances (establish the date of the initial
recognition of the advance or deferred income as the date of the transaction
for determining the exchange rate of the recognition of the revenue)
01 Jan 2019
IFRS 16 Leases - (recognition and measurement principles) 01 Jan 2019
IAS 40
(amendment)
Investment properties (clarify that the change in classification from or to
investment property should only be made when there is evidence of a change
in the use of the asset)
01 Jan 2019

IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases, and supersedes IAS 17 - Leases and its associated interpretative guidance.

IFRS 16 distinguishes leases and service contracts taking into account whether an identified asset that is controlled or not. Distinctions off-balance sheet and finance leases (included in the balance sheet) are eliminated at the level of the lessee and are replaced by a model in which an asset identified with a right of use and a corresponding liability for all lease contracts, except for short-term (up to 12 months) and low value contracts.

The "right of use" is initially measured at cost and subsequently at the net cost of depreciation and impairment, adjusted by the remeasurement of the lease liability. The lease liability is initially measured based on the present value of the lease responsibilities at the date and subsequently is adjusted by the financial update of that amount, as well as the possible modifications of the lease contracts.

At the date of publication of these consolidated financial statements, Sonae is carrying out the inventory of the existing leasing contracts, and performing its technical analysis and framework considering the provisions of IFRS 16.

In addition, it is currently on analysis the existing information systems to assess the necessity of adapting it to the requirements of this standard. At this stage, it is not possible to estimate the magnitude of the impacts inherent to its adoption.

The Group did not proceed to earlier adoption of any of these standards on the financial statements for the period ended on the 30 June 2018, since their application is not yet mandatory. The impacts of the abovementioned standards are being analysed by the Group.

The following standards, interpretations, amendments and revisions haven't been, until the date of approval of these financial statements, endorsed by the European Union:

With mandatory application after the year 2018 Effective date (for
financial years beginning
on or after)
IFRS 17 (Insurance contracts) 01 Jan 2021
IAS 19
(amendment)
Amendments, reductions or liquidation of employee benefit plans 01 Jan 2019
IFRIC 23 Uncertainly
over
income
tax
treatments
(clarifies
the
accounting
for
uncertainties in income taxes)
01 Jan 2019
IAS 28
(amendment)
Long-term interests in associates and joint ventures 01 Jan 2019
Annual Improvements to international financial reporting standards (cycle
2015-2017)
01 Jan 2019

The Group did not proceed to earlier adoption of any of these standards on the financial statements for the period ended on the 30 June 2018, since their application is not mandatory, lying in the process of analysing expected effects of those standards that, are not expected to reflect significant impacts.

3 RESTATEMENT OF FINANCIAL STATEMENTS

Impact of combination of Sport Zone with JD Sports Holdings as a discontinued activity

On March 9th 2017, Sonae MC through one of its subsidiaries, signed a Memorandum of Understanding (MoU) with JD Sports Fashion Plc (JD Group), UK's leading retailer of sports, fashion and outdoor brands, and JD Sprinter Holdings (JD Sprinter), which provides the combination of the JD Group´s existing businesses in Iberia and JD Sprinter, with Sport Zone´s business. This MoU establishes the key parameters for the creation of an Iberian Sports Retail Group that will have as shareholders the JD Group, Sonae and the family shareholders of JD Sprinter, with shareholdings of approximately 50%, 30% and 20%, respectively. Under the agreement reached, the procedures for determining the assets, liabilities and transactions to be the object of this transaction were initiated, reason why the effects are not detailed to this date.

As at 14 September 2017, Sonae MC Modelo Continente SGPS, SA entered into an agreement with JD Sports Fashion Plc, Balaico Firaja Invest SL and JD Sprinter Holdings 2010, SL (JD Sprinter) which provides for the combination of JD Sprinter and Sport Zone under the terms described above. However, the execution of this transaction was subject to the fulfillment of suspensive conditions dependent on third parties, namely approval by the General Directorate of Competition of the European Commission, the authorization of the shareholder alteration by the owners of the leased stores of the Sport Zone business as well as of bank guarantees.

The approval by the General Directorate of Competition occurred on 18 January 2018 and compliance with the remaining conditions precedent occurred until 31 January 2018, the date on which the Group considered that the transaction and the respective loss of control.

According to predicted by IFRS 5, changes were made in the Consolidated Statements of Income by nature for the years ended at 30 June 2017 and 30 June 2018 to reflect in a single line (Net income for discontinued operations), in the face of Statement of profit or loss, after-tax profit or loss from discontinued operations.

The impact in the consolidated statement of income, the reclassification of the activity of Sport Zone for discontinued operations, as at 30 June 2017 can be analysed as follows:

Before the Discontinued After the
Amounts in thousands of euros restatement operations restatement
Sales 2,487,070,165 (100,332,973) 2,386,737,192
Services rendered 52,480,519 12,568,145 65,048,664
Investment income investments recorded at fair value
through profit (7,485,503) - (7,485,503)
Financial income 1,169,152 696,723 1,865,875
Other income 44,760,009 (608,743) 44,151,266
Cost of goods sold and materials consumed (1,759,613,090) 60,323,730 (1,699,289,360)
Changes in stocks of finished goods and work in progress 1,363,797 - 1,363,797
External supplies and services (330,297,705) 18,022,652 (312,275,053)
Staff costs (350,949,367) 16,673,079 (334,276,288)
Depreciation and amortisation (91,481,788) 4,867,586 (86,614,202)
Provisions and impairment losses (1,553,894) 33,714 (1,520,180)
Financial expense (26,768,594) 47,560 (26,721,034)
Other expenses (31,311,869) 558,073 (30,753,796)
Share of results of joint ventures and associetad companies (2,395,913) - (2,395,913)
Profit/(Loss) before taxation from continuing operations (15,014,081) 12,849,546 (2,164,534)
Taxation 14,648,429 (2,312,989) 12,335,440
Profit/(Loss) before taxation from continuing operations (365,652) 10,536,557 10,170,906
Profit/(Loss) from discontinued operations after taxation - (10,536,558) (10,536,558)
Consolidated profit/(Loss) for the period (365,652) - (365,652)
Attributable to equity holders of the Parent Company: - - -
Continuing operations (2,634,198) 10,642,247 8,008,049
Discontinued operations - (10,642,247) (10,642,247)
(2,634,198) - (2,634,198)
Attributable to non-controlling interests
Continuing operations 2,268,546 (105,689) 2,162,857
Discontinued operations - 105,689 105,689
2,268,546 - 2,268,546

4 CHANGES IN CONSOLIDATION PERIMETER

4.1 Completion of the agreement for the combination of Sport Zone with JD Sprinter Holdings

In 2018, considering the loss of control in the Sport Zone, Sport Zone and its subsidiaries are no longer included by the full consolidation method in the Sonae MC' consolidated financial statements, and Iberian Sports Retail Group will be equity consolidated. Following the completion of the combination between Sport Zone and JD Sprinter Holdings as at 30 June 2018, Sonae MC derecognised all assets related to Sport Zone´s operation, accounting subsequently a financial investment in associates totalling 78.1 million euro which presents the fair value of the interest at the date of the transaction. This transaction had generated a capital gain amounting 9 million euro.

Discontinued operations include the following companies:

COMPANY Head Office Direct Total
Sonae S&F
SDSR – Sports Division SR, SA Matosinhos (Portugal) 100.00% 100.00%
Sport Zone Canárias, SL Tenerife (Spain) 60.00% 60.00%
Sport Zone España - Comércio de Articulos de Deporte, SA Madrid (Spain) 100.00% 100.00%

The effects of this transaction in the consolidated financial statements can be analysed as follows:

Sport Zone and subsidiaries
Amounts in euro 31 jan 2018
Loss control date
31 Dec 2017
Net assets disposals
Tangible and intangible assets (Notes 6 e 7) 54,333,772 54,659,282
Goodwill (Note 8) 5,722,037 5,722,037
Deferred tax assets 6,878,552 6,593,675
Inventories 53,757,633 54,408,789
Trade account receivables and other assets 8,162,466 9,836,456
Cash and cash equivalents 6,062,386 6,679,540
Bank loans long terme (6,445,557) (45,948,953)
Deferred tax liabilities (973,004) (963,072)
Bank loans short terme (2,236,375) (21,619,782)
Suppliers and other liabilities (49,075,680) (52,809,981)
Shareholder's loans - 60,883,601
Total of net assets disposals 76,186,230 77,441,592
Price adjustment (5,039,083)
Fair value of future estimated receivables 5,000,000
Gain in operation 9,005,702
Finantial investment retained at fair value 85,152,849
30 Jun 2018
Finantial Investment in ISRG (Note 9.3) 78,085,756
Amounts Receivable 5,000,000
Amounts Received 2,067,093
85,152,849
31 Jan 2018
Amounts in euro Loss control date
Sales and services 19,075,708
Other income 409,025
Cost of sales (11,911,628)
External supplies and services (4,966,459)
Other expenses and losses (4,536,678)
Net financial income (58,079)
Profit/loss before taxation (1,988,111)
Taxation 262,640
Net Income (1,725,471)
Income or expenses related to loss control 9,005,702
Profit/(Loss) from discontinued operations after taxation 7,280,231

Details of discontinued operations in the statement of cash flows can be analysed as follows:

Cash flows for the period from discountinuing operations 31 Jan 2018
Net cash flow from operating activities 5,680,921
Net cash used in investment activities (1,616,467)
Net cash used in financing activities 1,309,488
Net increase in cash and cash equivalents 5,373,942

4.2 The major acquisitions of subsidiaries occurred in the period ended at 30 June 2018 were as follows:

COMPANY Head Office Direct Total
Sonae MC
Amor Bio, Mercado Biológico, Lda Lisbon (Portugal) 100.00% 100.00%
On the date of
acquisition
30 Jun18
Net assets
Tangible and intangible assets (Note 6 and 7) 323,987 323,987
Inventories 134,878 134,878
Other assets 55,936 46,849
Cash and cash equivalents 6,266 13,845
Loans (206,821) (255,438)
Other liabilities (364,334) (358,428)
(50,088) (94,307)
Goodwill (Note 8) 850,088
Acquisition cost 800,000
Effective cash payment 544,000
Consideration to be paid 256,000
800,000
Net cash-flow arising from acquisition
Effective cash payment (544,000)
Cash and cash equivalents acquired 6,266
(537,734)
On the date of
acquisition
6 months
Sales 381,111 982,941
Other income - 11,869
Cost of goods sold and materials consumed (322,327) (815,052)
External supplies and services (60,597) (137,777)
Other expenses (41,292) (100,072)
Net financial expenses (1,110) (2,784)
Profit/(Loss) before taxation (44,215) (60,875)
Profit/(Loss) before taxation - -
Profit/(Loss) after taxation (44,215) (60,875)

5 SEGMENT INFORMATION

Sonae MC is a group of retail and has five segments:

  • Sonae MC is the food retail unit, operating 41 Continente hypermarkets, 123 Continente Modelo supermarkets, 101 convenience stores Bom Dia, 27 restaurants Go Natural, 293 stores operated under franchise Meu Super and 228 parapharmacy Well´s;

  • Worten that is included in the top 3 of Iberian electronic players, counting on a portfolio of 248 physical stores in Iberia;

  • Sonae Sports & Fashion directly operating 267 own stores sports and clothing products, combined with a franchise network of 114 stores;

  • Sonae RP is the retail real estate unit which actively manages properties of Sonae, composed mainly of stores operating under the brand Continente and under other brands of Sonae;

  • Maxmat operates in the DIY, construction, bathroom and garden market with a network of 31 stores;

  • Sonae FS aims to boost retail financial services.

These operating segments have been identified taking into consideration that each of these segments have separate identifiable revenues and costs, separate financial information is produced, and its operating results are reviewed by management on which it makes decisions.

The list of Group companies and their businesses are detailed in Note 29.

The main operating segment information as at 30 June 2018 and 2017 can be detailed as follows:

30 Jun 2018 Turnover Depreciation and
amortisation
Provisions and
impairment losses
EBIT direct
Sonae MC 1,905,576,183 53,661,226 261,162 27,421,656
Worten 474,180,447 14,013,538 677,249 (9,842,006)
Sonae Sports & Fashion 168,484,972 10,955,759 431,746 (20,284,276)
Sonae RP 47,133,234 12,803,938 20,111 27,981,465
Maxmat 40,172,618 867,402 977 1,955,977
Sonae FS 14,160,949 418,024 109,091 1,449,950
Others, eliminations and adjustments (41,368,938) 2,684,770 157,882 (3,742,744)
Total consolidated direct 2,608,339,466 95,404,657 1,658,217 24,940,022

SONAE MC, SGPS, SA (Ex SONAE INVESTIMENTOS, SGPS, SA)

30 Jun 2017 Restated Turnover Depreciation and
amortisation
Provisions and
impairment losses
EBIT direct
Sonae MC 1,777,063,443 47,907,162 232,099 26,495,529
Worten 442,808,382 13,087,323 752,191 (9,284,221)
Sonae Sports & Fashion 166,973,121 10,007,365 449,234 (20,894,835)
Sonae RP 45,800,649 12,148,826 - 27,841,175
Maxmat 36,007,305 899,582 - 1,400,788
Sonae FS 11,105,593 247,309 - 2,427,384
Others, eliminations and adjustments (27,972,638) 2,316,636 86,655 (6,985,183)
Total consolidated direct 2,451,785,856 86,614,202 1,520,179 21,000,638
Investment (CAPEX) Invested capital
30 Jun 2018 30 Jun 2017
Restated
30 Jun 2018 31 Dec 2017
Sonae MC 83,162,777 67,200,415 682,555,973 630,000,000
Worten 15,169,874 13,121,331 5,184,589 (90,641,251)
Sports & Fashion 12,992,159 8,000,166 344,697,280 355,988,594
Sonae RP 19,459,927 16,294,499 908,253,995 902,627,242
Maxmat 1,571,176 519,809 33,444,437 32,639,857
Sonae FS 457,839 234,566 21,026,433 (12,825,265)
Others, eliminations and adjustments 4,355,449 9,158,310 (9,496,140) (3,526,036)
Total consolidated 137,169,201 114,529,096 1,985,666,566 1,814,263,141

The intra-groups of the turnover can be analysed by following:

30 Jun 2018
30 Jun 2017
Inter-segment
Inter-segment
(9,560,309)
(14,722,017)
(41,505,858)
(41,399,492)
(51,066,167)
(56,121,509)

The caption " Others, eliminations and adjustments " can be analysed as follows:

Turnover EBIT direct
30 Jun 2018 30 Jun 2017
Restated
30 Jun 2018 30 Jun 2017
Restated
Inter-segment income (51,066,167) (56,121,509) - -
Equity method (Note 9.3) - - (277,752) (28,210)
Others 9,697,230 28,148,872 (3,464,992) (6,956,973)
Others, eliminations and adjustments (41,368,938) (27,972,638) (3,742,744) (6,985,183)
Investment Invested capital
30 Jun 2018 30 Jun 2017
Restated
30 Jun 2018 31 Dec 2017
Inter-segment intra-groups and
contributions of entities non
individualized entities as segments
4,355,449 9,158,310 (50,605,828) (45,836,781)
Investments in joint ventures and
associated companies
- -
31,214,255
32,391,068
Other investments - -
9,895,433
9,919,677
Eliminations and adjustments 4,355,449 9,158,310 (9,496,140) (3,526,036)

All performance measures are reconciled to the financial statements in note 27.

Glossary:

Net Invested capital = Total net debt + total shareholder funds;

Net debt = Bonds + bank loans + other loans + financial leases - cash, bank deposits, current investments.

Other eliminations and adjustments = Intra-groups + consolidation adjustments + contributions from other companies not included in the disclosed segments by do not fit in any reportable segment, ie are included in addition to Sonae MC SGPS companies identified as "Other" in Note 29;

Investments (CAPEX) = Gross Investment in tangible and intangible assets and investments in acquisitions.

6 TANGIBLE ASSETS

During the six-month period ended at 30 June 2018 and 2017, the movements in tangible assets as well as accumulated depreciation and impairment losses are made up as follows:

Tangible assets
Other Tangible Total
Land and Plant and tangible assets tangible
buildings machinery assets in progress assets
Gross assets:
Opening balance as at 1 January 2018 1,367,477,468 1,510,838,547 214,361,600 39,722,737 3,132,400,352
Transfers to "Discontinued operations" (Note 4.1) - (110,473,385) (8,013,217) (712,317) (119,198,919)
Acquisitions 9,108,725 2,796,509 720,861 101,128,575 113,754,670
Acquisitions of subsidiaries (Note 4.2) 77,981 155,399 153,918 - 387,298
Disposals of subsidiaries - - (3,901) - (3,901)
Disposals (571,026) (19,284,393) (2,484,527) (776,240) (23,116,186)
Exchange rate effect (6,361) 778 (65,596) - (71,179)
Transfers 8,624,963 77,386,869 9,552,664 (103,309,287) (7,744,791)
Closing balance as at 30 June 2018 1,384,711,750 1,461,420,324 214,221,802 36,053,468 3,096,407,344
- -
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2018 413,694,318 910,392,706 160,247,936 132,988 1,484,467,948
Transfers to "Discontinued operations" (Note 4.1) - (63,819,917) (5,968,478) - (69,788,395)
Depreciation of the period 11,603,448 55,871,243 9,254,736 - 76,729,427
Acquisitions of subsidiaries (Note 4.2) 9,928 45,430 31,854 - 87,212
Disposals of subsidiaries - - (81) - (81)
Disposals (442,785) (16,811,348) (2,311,213) - (19,565,346)
Exchange rate effect (3,800) 30 (51,845) - (55,615)
Transfers (67,916) (170,105) (180,614) - (418,636)
Closing balance as at 30 June 2018 424,793,193 885,508,039 161,022,295 132,988 1,471,456,514
Carrying amount as at 30 June 2018 959,918,557 575,912,285 53,199,507 35,920,480 1,624,950,830
Tangible assets
Land and
buildings
Plant and
machinery
Other
tangible
assets
Tangible
assets
in progress
Total
tangible
assets
Gross assets:
Opening balance as at 1 January 2017 1,368,650,242 1,424,680,843 201,951,455 30,457,184 3,025,739,724
Effect of fair value adjustment of assets
acquired
(4,384,000) - - - (4,384,000)
Opening balance as at 1 January 2017 Restated 1,364,266,242 1,424,680,843 201,951,455 30,457,184 3,021,355,724
Acquisitions 4,641,739 1,393,673 897,418 81,179,456 88,112,286
Acquisitions of subsidiaries 1,443,695 2,624,130 450,095 - 4,517,920
Disposals (588,589) (29,238,703) (4,102,226) (1,201,564) (35,131,082)
Exchange rate effect (6,209) 1,294 (47,533) - (52,448)
Transfers 7,329,471 61,130,260 7,292,171 (78,239,795) (2,487,893)
Closing balance as at 30 June 2017 1,377,086,349 1,460,591,497 206,441,380 32,195,281 3,076,314,507
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2017 397,006,243 869,466,288 152,371,902 110,824 1,418,955,257
Depreciation of the period 11,006,006 54,842,100 8,669,740 - 74,517,846
Acquisitions of subsidiaries 1,163,331 1,526,940 507,758 - 3,198,029
Disposals (553,374) (26,346,008) (3,838,975) - (30,738,357)
Exchange rate effect (3,357) - (33,382) - (36,739)
Transfers (324,979) (40,508) (562,961) - (928,448)
Closing balance as at 30 June 2017 408,293,870 899,448,812 157,114,082 110,824 1,464,967,588
Carrying amount as at 30 June 2017 968,792,479 561,142,685 49,327,298 32,084,457 1,611,346,919

The investment includes the acquisition of assets of approximately 101 million euro (81 million euro as at 30 June 2017), associated with the opening and remodelling of stores.

The caption depreciation of the period includes 876,206 euro in 2018 (4,867,586 euro as at 30 June 2017) relating to the depreciation of discontinued operations.

The most significant values under the caption "Tangible assets in progress" refer to the following projects:

30 Jun 2018 30 Jun 2017
Refurbishment and expansion of stores located in Portugal 29,306,411 24,878,161
Refurbishment and expansion of stores located in Spain 1,519,587 1,131,165
Projects of stores for which advance payments were made 1,296,000 1,196,000
Others 3,798,482 1,340,047
35,920,480 32,084,457

The caption "Impairment losses for tangible assets" can be detailed as follows:

Land and
Buildings
Plant and
Machinery
Other tangible
assets
Tangible assets in
progress
Total tangible
assets
Impairment losses
Opening balance as at 1 January 2018 90,926,822 23,302,445 453,348 132,989 114,815,604
Transfers to "Discontinued operations" (Note 4.1) - (4,451,474) (58,701) - (4,510,175)
Disposals (87,564) (915,518) (41,523) - (1,044,605)
Closing balance as at 30 June 2018 (Note 21) 90,839,258 17,935,453 353,124 132,989 109,260,824
Land and
Buildings
Plant and
Machinery
Other tangible
assets
Tangible assets in
progress
Total tangible
assets
Impairment losses
Opening balance as at 1 January 2017 90,802,912 28,067,641 555,437 110,824 119,536,814
Acquisitions of subsidiaries - - 169,244 - 169,244
Disposals - (3,130,418) (50,633) - (3,181,051)
Transfers 3,945 144,075 (208,448) - (60,428)
Closing balance as at 30 June 2017 (Note 21) 90,806,857 25,081,298 465,600 110,824 116,464,579

7 INTANGIBLE ASSETS

During the six-month period ended at 30 June 2018 and 2017, the movements in intangible assets as well as accumulated depreciation and impairment losses are made up as follows:

Intangible assets
Patents
and other
similar rights
Other
intangible
assets
Intangible
assets
in progress
Total
intangible
assets
Gross assets
Opening balance as at 1 January 2018 166,782,696 416,984,432 27,599,820 611,366,948
Discontinued operations (Note 4.1) (2,312,244) (9,046,812) (49,775) (11,408,831)
Acquisitions 30,610 758,394 21,818,945 22,607,949
Acquisitions of subsidiaries (Note 4.2) - 43,441 - 43,441
Disposals (375) (1,037,763) (443,643) (1,481,781)
Exchange rate effect (42,117) (76,811) - (118,928)
Transfers 87,492 19,613,095 (19,544,249) 156,338
Closing balance as at 30 June 2018 164,546,062 427,237,976 29,381,098 621,165,136
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2018 29,998,545 238,452,101 - 268,450,646
Discontinued operations (Note 4.1) (2,230,423) (4,255,160) - (6,485,583)
Depreciation of the period 938,545 18,612,971 - 19,551,516
Acquisitions of subsidiaries (Note 4.2) - 19,540 - 19,540
Disposals (256) (908,017) - (908,273)
Exchange rate effect (35,581) (69,284) - (104,865)
Transfers - (226) - (226)
Closing balance as at 30 June 2018 28,670,830 251,851,925 - 280,522,755
Carrying amount as at 30 June 2018 135,875,232 175,386,051 29,381,098 340,642,381
Intangible assets
Patents Other Intangible Total
and other intangible assets intangible
similar rights assets in progress assets
Gross assets
Opening balance as at 1 January 2017 166,652,955 378,595,941 27,309,726 572,558,622
Acquisitions 1,000 256,518 21,574,593 21,832,111
Acquisitions of subsidiaries 13,500 138,687 - 152,187
Disposals (108,975) (309,610) (379,309) (797,894)
Exchange rate effect (26,601) (65,020) - (91,621)
Transfers 138,414 10,414,862 (10,983,983) (430,707)
Closing balance as at 30 June 2017 166,670,293 389,031,378 37,521,027 593,222,698
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2017 28,141,659 211,464,528 - 239,606,187
Depreciation of the period 1,012,875 15,951,067 - 16,963,942
Acquisitions of subsidiaries 6,222 79,636 - 85,858
Disposals (64,434) (304,719) - (369,153)
Exchange rate effect (20,698) (53,178) - (73,876)
Transfers (38) (118,496) - (118,534)
Closing balance as at 30 June 2017 29,075,586 227,018,838 - 256,094,424
Carrying amount as at 30 June 2017 137,594,707 162,012,540 37,521,027 337,128,274

8 GOODWILL

Goodwill is allocated to each of the operating segment and within each segment to each of the homogeneous groups of cash generating units.

Goodwill is allocated to each operating business segment, Sonae MC, Worten, Sonae Sports & Fashion and Maxmat, being afterwards distributed by each homogenous group of cash generating units, namely to each insignia within each segment and country, distributed by country and each of the properties in case of operating segment Sonae RP.

On 30 June 2018 and 31 December 2017, the caption "Goodwill" was made up as follows by insignia and country:

30 Jun 2018
Portugal Spain Total
Sonae MC 445,504,532 - 445,504,532
Worten 53,422,018 - 53,422,018
Sports & Fashion 46,636,075 341,311 46,977,386
Sonae RP 2,563,501 - 2,563,501
548,126,126 341,311 548,467,437
31 Dec 2017
Portugal Spain Total
Sonae MC 444,654,444 - 444,654,444
Worten 53,422,018 - 53,422,018
Sports & Fashion 52,358,112 341,311 52,699,423
Sonae RP 2,563,501 - 2,563,501
552,998,075 341,311 553,339,386

On 30 June 2018 and 2017, the movements in the caption goodwill as well as in the corresponding impairment losses, are as follows:

30 Jun 2018 30 Jun 2017
Gross value:
Opening balance 560,981,054 549,983,175
Re-allocation of Goodwill to fair value of assets - 1,731,680
acquired
Opening balance restated 560,981,054 551,714,855
Discontinued operations (Note 4.1) (6,160,487) -
Goodwill generated in the period (Note 4.2) 850,088 3,760,574
Other variations - 245,817
Closing balance 555,670,655 555,721,246
Accumulated impairment
losses:
Opening balance 7,641,668 7,641,668
Transfers to "Discontinued operations" (Note 4.1) (438,450) -
Closing balance 7,203,218 7,641,668
Carrying amount 548,467,437 548,079,578

9 INVESTMENTS IN JOINT VENTURES AND ASSOCIATE COMPANIES

9.1 Detail of the book value of investments in joint ventures and associated companies

The Joint Venture and Associates, their head offices, percentage of share capital held and the value of the statement of financial position as at 30 June 2018 and 31 December 2017 are as follows:

Percentage of capital held
30 Jun 2018 31 Dec 2017 Statment of financial position
Company Head
Office
Total* Direct* Total* 30 Jun 2018 31 Dec 2017
MDS SGPS, SA (consolidated) Maia 50.00% 50.00% 50.00% 50.00% 30,951,990 32,100,593
Sohi Meat Solutions - Distribuição de
Carnes, SA
Santarém 50.00% 50.00% 50.00% 50.00% 3,176,005 2,361,045
Investments in joint ventures 34,127,995 34,461,638
APOR- Agência para a Modernização do
Porto, SA
Porto 22.75% 22.75% 22.75% 22.75% 262,265 290,475
1)
ISRG Iberian Sports Retail Group, SL
Alicante 30.00% 30.00% - - 76,708,226 -
MOVVO, SA Porto 25.58% 25.58% 25.58% 25.58% - -
S2 Mozambique, SA Maputo 30.00% 30.00% 30.00% 30.00% 923,183 1,592,748
Sempre a Postos - Produtos Alimentares
e Utilidades, Lda
Lisbon 25.00% 25.00% 25.00% 25.00% 691,320 1,050,793
Ulabox, S.L. Barcelona 41.89% 41.89% 41.89% 41.89% 3,139,556 4,046,829
Investments in associated companies 81,724,550 6,980,845
Total 115,852,545 41,442,483

* the percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(ies) which hold(s) a participation, hold(s) this participation directly in the share capital of that company;

1) In 2017 results from the agreement completion on January 2018, the date on which a Joint Venture has been consolidated using the equity method due the loss of control (Notes 3 and 4.1);

Joint ventures and associated companies were included in the consolidated financial statements by the equity method.

9.2 Summary financial information of financial investments

9.2.1 Joint ventures

Summary financial information of joint ventures can be analysed as follows:

Sohi Meat
30 Jun 2018 31 Dec 2017 30 Jun 2018 31 Dec 2017
846,257 857,259 - -
2,544,198 2,376,935 20,683,636 20,771,255
7,636,678 9,605,565 424,350 309,299
29,455,708 29,202,474 - -
10,325,395 9,098,383 - -
2,126,485 3,426,579 7,263 204,757
52,934,722 54,567,195 21,115,249 21,285,311
- 4,916,146 33,364,419 26,859,097
11,399,368 10,448,200 858,954 367,901
9,535,314 3,981,786 6,317,093 9,110,188
20,934,683 19,346,132 40,540,466 36,337,186
73,869,405 73,913,327 61,655,715 57,622,497
- - - -
11,291,667 15,575,000 - -
8,702,272 9,357,967 - -
19,993,939 24,932,967 - -
9,051,244 6,419,272 - -
17,535,154 15,787,509 56,254,705 53,517,354
26,586,397 24,797,288 56,254,705 53,517,354
23,760,135 22,143,637 5,401,010 4,105,143
-
4,105,143
73,869,405 73,913,327 61,655,715 57,622,497
3,528,934
27,289,069
MDS,SGPS,SA (consolidated)
2,039,435
24,183,072
-
5,401,010
MDS,SGPS,SA (consolidated) Sohi Meat
Joint Ventures 30 Jun 2018 31 Jun 2017 30 Jun 2018 31 Jun 2017
Turnover 27,423,119 23,560,265 133,524,373 126,259,554
Other operating income 383,813 287,616 8,358,356 18,835,878
27,806,932 23,847,881 141,882,729 145,095,432
Cost of goods sold and materials consumed - - (128,047,206) (117,830,608)
External supplies and services (13,075,833) (11,939,188) (5,265,621) (4,151,223)
Depreciation and amortisation (1,531,697) (1,942,514) (1,889,439) (938,902)
Operational expenses (11,597,956) (10,830,087) (5,137,903) (22,210,539)
(26,205,486) (24,711,789) (140,340,169) (145,131,272)
Finantial expense (232,355) (459,930) (17,196) 25
Results of joint ventures and associated
companies
47,432 30,263 - -
Income taxation (50,608) 103,874 (229,497) (365)
Consolidated net income/(loss) for the year 1,365,915 (1,189,701) 1,295,867 (36,180)
Other comprehensive income for the period - - - -
Total comprehensive income for the period 1,365,915 (1,189,701) 1,295,867 (36,180)

9.2.2 Associated companies

Summary financial information of associated companies can be analysed as follows:

30 Jun 2018
Associated Companies APOR Sempre a
Postos
S2
Mozambique
Ulabox
Non-current assets 13,671 526,099 6,110,559 1,815,734
Current assets 1,172,883 8,463,404 2,557,561 2,578,165
- - - -
Non-current liabilities - - - -
Total current liabilities 33,741 6,224,228 5,115,997 1,693,397
Shareholders' funds and non-controlling
interests
1,152,813 2,765,275 3,552,123 2,700,502
31 Dec 2017
Associated Companies APOR Sempre a
Postos
S2
Mozambique
Ulabox
Non-current assets 678,593 725,966 5,677,724 1,654,169
Current assets 2,356,130 10,326,802 2,383,755 1,253,456
- - - -
Non-current liabilities 1,955,112 - - -
Total current liabilities 831,108 6,849,597 2,959,516 1,284,421
Shareholders' funds and non-controlling
interests
248,503 4,203,171 5,101,963 1,623,204
30 Jun 2018
Associated Companies APOR Sempre a
Postos
S2
Mozambique
Ulabox
Turnover 179,594 26,658,928 3,583,716 5,044,953
Other operational income - 1,419,778 133,649 216,216
Cost of sales - (21,222,599) (2,681,374) (3,767,806)
External supplies and services (162,969) (5,423,018) (1,438,956) (1,467,929)
Depreciation and amortisation (1,095) (204,258) (271,494) (248,273)
Operational expenses (112,952) (284,115) (984,727) (1,642,040)
Finantial expense 986 1,825 (225,809) -
Taxation (29) (215,263) - -
Consolidated net income/(loss) for the period (96,465) 731,278 (1,884,995) (1,864,879)
Other comprehensive income for the period - - - -
Total comprehensive income for the period (96,465) 731,278 (1,884,995) (1,864,879)
30 Jun 2017
Associated Companies APOR Sempre a
Postos
S2
Mozambique
Ulabox
Turnover 364,710 26,547,125 977,768 4,758,931
Other operational income 14,877 1,728,996 24,112 192,553
Cost of sales (24,161) (21,058,574) (641,311) (3,555,492)
External supplies and services (209,267) (5,375,347) (490,141) (2,101,406)
Depreciation and amortisation (167,923) (206,322) (28,108) -
Operational expenses (1,168,309) (225,740) (265,919) (874,127)
Finantial expense (4,542) 3,082 106,545 -
Taxation (1,253) (319,171) (24,199) -
Consolidated net income/(loss) for the period (1,195,868) 1,094,049 (341,253) (1,579,541)
Other comprehensive income for the period - - - -
Total comprehensive income for the period (1,195,868) 1,094,049 (341,253) (1,579,541)

9.3 Movements occurred in the period

During the period ended at 30 June 2018 and 2017, movements in investments in joint ventures and associates are as follows:

30 Jun 2018 30 Jun 2017
Proportion
on equity
Goodwill Total
investment
Proportion
on equity
Goodwill Total
investment
Joint ventures
Initial balance as at January,1 17,301,187 17,160,451 34,461,638 - - -
Change of consolidation method - - - 2,703,451 - 2,703,451
Equity method:
Effect in gain or losses in joint ventures 842,742 - 842,742 (398,211) - (398,211)
Other effects on reserves (1,176,385) - (1,176,385) - - -
16,967,544 17,160,451 34,127,995 2,305,240 - 2,305,240
Associated companies
Initial balance as at January,1 5,431,436 1,549,408 6,980,844 22,403,095 28,658,523 51,061,618
Change of consolidation method (Note 4.1) 78,085,756 - 78,085,756 - - -
Capital increase 118,745 - 118,745 - - -
Aquisitions, capital increase and - - - 1,194,297 - 1,194,297
supplementary capital entries
Alienações durante o exercício
Equity method:
- - - (13,550) - (13,550)
Effect in gain or losses in associated
companies
(2,796,030) - (2,796,030) (1,997,702) - (1,997,702)
Distributed dividends (542,293) - (542,293) (829,823) - (829,823)
Other effects on reserves (122,472) - (122,472) (985,436) - (985,436)
Accumulated impairment losses (Note 21) - - - (8,608,460) - (8,608,460)
80,175,142 1,549,408 81,724,550 11,162,421 28,658,523 39,820,944
Total 97,142,686 18,709,859 115,852,545 13,467,661 28,658,523 42,126,184

The value of the "Change in consolidation method for the loss of control" is the follow:

a) 78,085,756 euro refers to ISRG by the agreement signed between Sonae and JD Group (Notes 3 and 4.1); and from the end of January the participation was included in the new partnership, Iberian Sports Retail Group by the equity method. At the date of presentation of these financial statements, it was not yet possible to finalize the analysis to assign, in accounting terms, the fair value of identified assets and liabilities assumed in the partnership. This allocation is still subject to change until the end of the period of one year from the date of change;

b) 2,703,451 euro refers to Sohi Meat Solutions- Distribuição de Carnes, SA. This company results from the agreement signed on 3rd January 2017, the date on which a Joint Venture was formed between Sonae MC and Hilton Food Group PLC through a capital increase of this Group in Sohi Meat. Since then, Sohi Meat has been consolidated using the equity method.

10 OTHER INVESTMENTS

Other non-current investments, their head offices, percentage of share capital held and book value as at 30 June 2018 and 31 December 2017, are as follows:

Percentage of capital held
30 Jun 2018 31 Dec 2017 Statment of financial position
Company Head Office Direct Total Direct Total 30 Jun 2018 31 Dec 2017
Dispar - Distrib. de Participações, SGPS, SA Lisbon 14.28% 14.28% 14.28% 14.28% 9,976 9,976
Insco - Insular de Hipermerc., SA Ponta Delgada 10.00% 10.00% 10.00% 10.00% 925,197 925,197
Other investments 11,677,767 11,388,210
12,612,940 12,323,383

As at 30 June 2018 the caption "Other investments" includes, among others, 9,895,433 euro (9,919,677 euro in 31 December 2017) related to deposited amounts on an Escrow Account which is applied in investment funds with superior rating, which is a guarantee for contractual liabilities assumed in the disposal of a Brazil Retail business and for which provisions were recorded in the applicable situations (Note 21).

As at 30 June 2018 and 31 December 2017, the movements in "Other investments" made up as follows:

30 Jun 2018 30 Jun 2017
Non Current Current Non Current Current
Other investments:
Opening balance as at 1 January 12,323,383 - 10,910,647 -
Discontinued operations (Note 4.1) (51,369) - - -
Increases in the period 550,654 - 5,551 -
Transfer to "Associated companies" (120,000) - - -
Decreases in the period (89,728) - (21,972) -
Closing balance as at 31 June 12,612,940 - 10,894,226 -
Derivative financial instruments
Fair value as at 1 January - 179,881 - 4,207,972
Increase/(Decrease) in fair value - 1,416,548 - (3,722,780)
Fair value as at 31 June (Note 18) - 1,596,429 - 485,192
Total of Other Investments 12,612,940 1,596,429 10,894,226 485,192

11 OTHER NON-CURRENT ASSETS

As at 30 June 2018 and 31 December 2017, "Other non-current assets" are detailed as follows:

-
30 Jun 2018 31 Dec 2017
Trade accounts receivable and other debtors
Bails (a) 3,922,906 5,120,591
Legal deposits (b) 3,473,685 3,916,334
Special regime for payment of tax and social security debts (c) 6,181,878 6,181,878
Amount receivable for selling the Modelo Cont.Seguros 1,000,000 1,000,000
Amount retained in the acquisition of the Salsa group 2,463,875 2,463,875
Others 1,741,914 1,202,046
18,784,258 19,884,724
Other non-current assets 66,666 268,174
18,850,924 20,152,898

Most significant values included in "Trade accounts receivable and other debtors" refers to:

  • a) Amounts related with guarantees of lease contracts in group stores located in Spain, which have not matured until this date;
  • b) Amounts related to legal deposits made by a Brazilian subsidiary, for which are recorded the correspondent liabilities in the caption "Other non-current liabilities" (Note 19), with no defined maturity;
  • c) The amount disclosed as Special Regime for Payment of Tax and Social Security Debts corresponds to taxes paid, voluntarily, related to settlements of income tax on corporate income, which were already in judicial process. The judicial processes are still in progress, however the guarantees provided for the said processes were cancelled. No impairment loss was recorded since it is the Board of Directors understanding that the claims presented will have a favourable end to Sonae MC, reason why they were not object of provision.

12 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 June 2018 and 31 December 2017, "Trade accounts receivable and other current assets" are detailed as follows:

1 st Half Results 2018

SONAE MC, SGPS, SA (Ex SONAE INVESTIMENTOS, SGPS, SA)

30 Jun 2018 31 Dec 2017
Trade accounts receivable 88,443,555 93,591,558
Taxes recoverable 68,025,085 67,709,755
Granted loans to related companies 19,457,547 4,409,042
Other debtors
Trade suppliers - debtor balances 36,375,267 37,998,176
Disposal of investments 3,319,738 -
VAT recoverable on real estate assets 5,429,741 6,248,946
Accounts receivable from the disposal of tangible fixed assets 2,119,060 2,141,299
Vouchers and gift cards 1,143,264 2,449,037
Other debtors 21,698,201 19,487,251
70,085,271 68,324,709
Other current assets
Commercial discounts 71,952,002 25,214,880
Insurance premiums paid in advance 9,154,448 4,557,941
Prepayments - Rents 9,095,436 8,802,076
Software licenses 3,989,025 2,225,055
Commissions to be received 1,080,574 1,077,520
Insurance indemnities 100,462 122,335
Condominiums management fee's 532,963 115,382
Interests to be received 523,371 514,994
Other current assets 12,407,846 11,621,782
108,836,127 54,251,965
Accumulated impairment losses (Note 21) (15,758,403) (15,457,040)
339,089,182 272,829,989

The caption "Granted loans to related companies" includes the amount of 19.5 million euro (4.4 million euro as at 31 December 2017) relating to the amount receivable from Sonae SGPS, SA resulting from inclusion of group companies in the special scheme for the taxation of groups of companies.

As at 30 June 2018 and 31 December 2017 the amounts disclosed as "Trade creditors - debtor balances" related with commercial discounts billed to suppliers, to be net settled with future purchases.

13 DEFERRED TAX

Deferred tax assets and liabilities as at 30 June 2018 and 31 December 2017 are as follows, taking into consideration its temporary differences:

Deferred tax assets Deferred tax liabilities
30 Jun 2018 31 Dec 2017 30 Jun 2018 31 Dec 2017
Difference between fair value and acquisition cost 4,933,142 4,933,142 33,213,660 33,865,461
Temporary differences on tangible and intangible assets 1,227,956 1,350,735 72,642,032 69,893,479
Provisions and impairment losses not accepted for tax purposes 18,707,657 20,751,517 - -
Write off of tangible and intangible assets 29,198 28,517 - -
Valuation of hedging derivatives 113,346 11,702 146,967 41,952
Amortisation of goodwill for tax purposes in Spain - - 20,357,039 17,457,039
Revaluation of tangible assets - - 861,357 916,509
Tax losses carried forward 20,877,442 25,703,398 - -
Reinvested capital gains/(losses) - - 289,954 302,963
Tax benefits 293,835 402,854 - -
Others 3,127,974 3,676,127 451,522 329,080
49,310,550 56,857,992 127,962,532 122,806,483

The Spanish Supreme Court decided in favour of Sonae MC considering that goodwill amortization for tax purposes in 2008 was applicable. For that reason, in 2017 the Group deducted tax on the amortization of goodwill generated in previous years for the years 2008, 2016, 2017 e 2018, having recognized 20.4 million euros in deferred tax liabilities.

Taking into account the tax proceedings pending before the court in Spain for the financial years 2009 to 2011, as well as for the fact that the Group was prevented from recognizing the tax depreciation of goodwill for the financial years 2012 to 2015, the right of the entity to deduct tax depreciation of goodwill amounting to 69.8 million euro might be given in the future.

As at 30 June 2018 and 31 December 2017, and in accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

30 Jun 2018 31 Dec 2017
Tax losses carried
forward
Deferred tax
assets
Time limit Tax losses carried
forward
Deferred tax
assets
Time limit
With limited time use
Generated in 2013 Portugal 587,829 123,444 2018 622,068 130,634 2018
Generated in 2014 Portugal 1,707,794 358,636 2026 1,673,556 351,447 2026
Generated in 2015 Portugal 69,902 14,680 2027 69,902 14,680 2027
Generated in 2016 Portugal 243,591 51,154 2028 243,591 51,154 2028
Generated in 2017 Portugal 4,646,018 975,664 2022 5,638,684 1,184,124 2022
Generated in 2018 Portugal 832,543 174,834 2023 - - 2023
8,087,677 1,698,412 8,247,801 1,732,039
Without limited time use
Spain 73,916,117 18,479,029 95,885,439 23,971,359
82,003,794 20,177,442 104,133,240 25,703,398

As at 30 June 2018 and 31 December 2017, the deferred taxes to be recognized arising from tax losses were evaluated. Deferred tax assets have only been recorded to the extent that future taxable profits will arise which might be offset against available tax losses or against deductible temporary differences. This assessment was based on the business plans of Sonae MC' companies, which are periodically reviewed and updated.

As at 30 June 2018 deferred tax assets related to tax losses generated in current and previous years, by Modelo Continente Hipermercados, S.A. Spanish Branch of Retail operating segment, amount to 20.7 million euro (20 million euro as at 31 December 2017). The mentioned tax losses can be recovered within the Income Tax Group established in Spain, according to Spanish law. Modelo Continente Hipermercados, S.A. Spanish Branch, as at 30 June 2018 and at 31 December 2017, was the representative entity of the Tax Group in Spain, whose dominant entity is Sonae SGPS, S.A.

As at 30 June 2018, there are reportable tax losses in the amount of 329.7 million euro (343.4 million euro as at 31 December 2017), whose deferred tax assets are not recorded for prudence purposes.

1 st Half Results 2018

SONAE MC, SGPS, SA (Ex SONAE INVESTIMENTOS, SGPS, SA)

30 Jun 2018 31 Dec 2017
Tax losses carried
forward
Deferred tax
credit
Time limit Tax losses carried
forward
Deferred tax
credit
Time limit
With limited time use
Generated in 2013 Portugal 639,995 134,399 2018 - - 2018
Generated in 2014 Portugal 330,928 69,495 2026 - - 2026
Generated in 2015 Portugal 600,748 126,157 2027 - - 2027
Generated in 2016 Portugal 1,118,984 234,987 2028 412 87 2028
Generated in 2017 Portugal 69,027 14,496 2022 - - 2022
Generated in 2017 Portugal 356,072 74,775 2023 - - 2022
3,115,754 654,309 412 87
With a time limit different from the
Holland - - 2022-2026 93,389 18,678 2022-2026
- - 93,389 18,678
Without limited time use
Brazil 15,879,406 5,398,998 16,560,133 5,630,445
Malta 18,529 6,485 12,752 4,463
Spain 310,640,719 77,660,180 326,774,660 81,693,665
326,538,654 83,065,663 343,347,545 87,328,573
329,654,408 83,719,972 343,441,346 87,347,338

14 CASH AND CASH EQUIVALENTS

As at 30 June 2018 and 31 December 2017 "Cash and cash equivalents" can be detailed as follows:

30 Jun 2018 31 Dec 2017
Cash at hand 10,144,594 10,443,119
Bank deposits 90,548,929 151,925,814
Treasury applications 9,348 9,910
Cash and cash equivalents on the statement of financial
position
100,702,871 162,378,843
Bank overdrafts (Note 17) (6,087,444) (2,815,638)
Cash and cash equivalents on the statement of cash flows 94,615,428 159,563,205

Bank overdrafts are disclosed in the statement of financial position under Current bank loans.

15 SHARE CAPITAL

As at 30 June 2018, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares which do not hold right to any fixed income, with a nominal value of 1 Euro each.

As at 30 June 2018 and 31 December 2017, the subscribed share capital was held as follows:

Company 30
Jun
2018
31 Dec
2017
Sonae, SGPS, S.A. 25.029% 25.029%
Sonaecenter Serviços, SA 51.827% 51.827%
Sonae Investments, BV 13.142% 13.142%
Sonae MC-Modelo Continente, SGPS, SA 10.000% 10.000%
Libra Serviços, Lda 0.002% 0.002%

As at 30 June 2018, Efanor Investimentos, SGPS, S.A. and its subsidiaries held 52.48% of the share capital of Sonae, SGPS, S.A., which holds directly and indirectly 100% of the other entities who hold the company's share capital.

As at 30 June 2018 and 31 December 2017, Sonae MC, through a subsidiary controlled by it, owns 10% of its own shares. Following the acquisition of shares of Sonae MC SGPS, S.A., legal reserves of an amount equal to the cost of acquisition were made unavailable pursuant to article 324 of the Commercial Companies Code. This reserve may only be transacted after the extinction or sale of said shares.

16 NON-CONTROLLING INTERESTS

As at 30 June 2018 and 31 December 2017, non-controlling interests are detailed as follows:

30 Jun 2018
Equity Net Profit/
(Loss)
Book value of
non-controlling
interests
Proportion in
income
attributable to
non-controlling
interests
Dividends
attributable to
non-controlling
interests
Sonae MC 5,023,978 713,957 4,895,950 156,403 -
Worten 2,371,566 (384,744) 948,625 (153,897) -
Sonae Sports & Fashion 61,734,531 (1,779,495) 30,297,273 (180,967) (1,326,684)
Sonae RP 265,353,598 7,398,515 31,323,191 708,282 (222,358)
Maxmat 45,787,138 1,542,047 22,893,569 771,024 -
Others (9,808,612) (4,719,201) 366,771 (199,051) -
Total 370,462,199 2,771,079 90,725,379 1,101,794 (1,549,042)

SONAE MC, SGPS, SA (Ex SONAE INVESTIMENTOS, SGPS, SA)

31 Dec 2017
Equity Net Profit/
(Loss)
Book value of
non-controlling
interests
Proportion in
income
attributable to
non-controlling
interests
Dividends
attributable to
non-controlling
interests
Sonae MC 3,666,888 766,953 4,592,401 212,251 -
Worten 2,756,310 751,757 1,102,522 300,702 -
Sonae Sports & Fashion 67,870,269 7,806,086 32,826,507 3,935,968 (1,050,475)
Sonae RP 265,873,142 22,529,841 30,837,270 1,682,150 (2,356,055)
Maxmat 44,229,227 4,151,006 22,114,613 2,075,503 -
Others 722,293 (556,908) 543,023 (163,130) -
Total 385,118,129 35,448,735 92,016,336 8,043,444 (3,406,530)

Movements in non-controlling interests during the periods ended as at 30 June 2018 and 2017 are as follows:

30 Jun 2018
Sonae MC Worten Sports &
Fashion
Sonae RP Maxmat Others Total
Balance as at 1 January 4,592,402 1,102,522 32,826,507 30,837,267 22,114,613 543,025 92,016,336
Dividends distributed - - (1,326,684) (67,224) - - (1,393,908)
Income distribution from investment funds - - - (155,134) - - (155,134)
Exchange rate effect - - 189 - - 22,581 22,770
Constitution of affiliated companies - - 80,000 - - - 80,000
Changes in hedge and fair value reserves 174,989 - 137,018 - 7,932 - 319,939
Change in consolidation method - - (1,211,039) - - - (1,211,039)
Others (27,844) - (27,751) - - 216 (55,379)
Profit for the period attributable to non-controlling
interests 156,403 (153,897) (180,967) 708,282 771,024 (199,051) 1,101,794
Balance as at 30 June 4,895,950 948,625 30,297,273 31,323,191 22,893,569 366,771 90,725,379
30 Jun 2017
Sonae MC Worten Sports &
Fashion
Sonae RP Maxmat Others Total
Openning balance as at 1 january 2017 - Disclosed 526,934 801,820 31,302,349 31,039,028 20,073,395 1,277,262 85,020,788
Effect of Restatment - - (1,731,680) - - - (1,731,680)
Balance as at 1 January 2017 Restated 526,934 801,820 29,570,669 31,039,028 20,073,395 1,277,262 83,289,108
Dividends distributed - - (1,050,475) (111,750) - - (1,162,225)
Income distribution from investment funds - - - (1,243,144) - - (1,243,144)
Changes in shareholdings interests - - - (980,013) - - (980,013)
Exchange rate effect - - - - - 6,224 6,224
Acquisition of subsidiaries 1,461,569 - - - - - 1,461,569
Changes in hedge and fair value reserves 18,781 - (162,049) - (90,137) - (233,405)
Others 160,608 - - - - 7,568 168,176
Profit for the period attributable to non-controlling
interests
27,953 (75,095) 1,002,545 69,939 662,353 580,851 2,268,546
Balance as at 30 June 2,195,845 726,725 29,360,690 28,774,060 20,645,611 1,871,905 83,574,836

17 LOANS

As at 30 June 2018 and 31 December 2017, "Loans" are made up as follows:

30 Jun 2018 31 Dec 2017
Outstanding amount Outstanding amount
Current Non Current Current Non Current
Bank loans
Sonae Investimentos, SGPS, S.A. - commercial paper 86,700,000 334,500,000 7,500,000 182,500,000
Subsidiary of Sonae Investimentos 2014/2020 - 50,000,000 - 50,000,000
Subsidiary of Sonae Investimentos 2015/2020 - 20,000,000 - 20,000,000
Subsidiary of Sonae Investimentos 2015/2019 5,000,000 30,000,000 5,000,000 30,000,000
Subsidiary of Sonae Investimentos 2017/2022 - 31,000,000 - 31,000,000
Subsidiary of Sonae Investimentos 2017/2025 - 20,000,000 - -
Sonae Investimentos 2017/2018 - - 100,000,000 -
Subsidiary of Sonae Investimentos/ 2018 30,000,000 - - -
Others 3,348,440 16,200,014 6,144,402 24,093,006
125,048,440 501,700,014 118,644,402 337,593,006
Bank overdrafts (Note 14) 6,087,444 - 2,815,638 -
Up-front fees beared with the issuance of loans (7,543) (78,045) (7,543) (135,645)
Bank loans 131,128,341 501,621,969 121,452,497 337,457,361
Bonds
Bonds Sonae Investimentos /June 2013/ 2018 - - 50,000,000 -
Bonds Sonae Investimentos / December 2015/2020 - 50,000,000 - 50,000,000
Bonds Sonae Investimentos / May 2015/2020 - 75,000,000 - 75,000,000
Bonds Sonae Investimentos / December 2015/2020 - 30,000,000 - 30,000,000
Bonds Sonae Investimentos / June 2016/2021 - 95,000,000 - 95,000,000
Bonds Sonae Investimentos / September 2016/2021 3,000,000 9,000,000 3,000,000 9,000,000
Bonds IVN 2016/2023 5,000,000 25,000,000 5,000,000 25,000,000
Up-front fees beared with the issuance of loans (45,204) (1,630,355) (29,194) (1,693,455)
Bonds 7,954,796 282,369,645 57,970,806 282,306,545
Other loans 68,911 12,030 75,297 12,030
Derivative instruments (Note 18) 458,053 - 1,248,119 -
Other loans 526,964 12,030 1,323,416 12,030
Obligations under finance leases 546,395 553,382 491,416 708,477
140,156,496 784,557,026 181,238,135 620,484,413

The average interest rate at 30 June 2018 of bonds and loans was 1.03% (1.32% on 31 December 2017). These bonds and bank loans bear interests at variable interest rates indexed to Euribor.

The derivative instruments are recorded at fair value (Note 18).

The repayment schedule of the nominal value of borrowings (including bank loans and obligations under finance leases) is summarized as follows:

30 Jun 2018 31 Dec 2017
N+1 139,751,190 180,026,753
N+2 183,876,877 50,721,362
N+3 192,742,238 165,550,634
N+4 133,220,295 193,121,884
N+5 224,759,350 165,669,633
After N+5 51,666,666 47,250,000
926,016,616 802,340,266

The maturities above were estimated in accordance with the contractual terms of loans and considering the expectation of Sonae MC as to its amortisation date.

Under the credit facilities and commercial paper programs with firm commitments, the Group Sonae MC has 256 million euro credit facilities available to meet its liquidity requirements, as follows:

30 Jun 2018 31 Dec 2017
Commitments of
less than one year
Commitments of
more than one
year
Commitments of
less than one year
Commitments of
more than one
year
Unused credit facilities
Agreed credit facilities
93,453,526
105,760,000
163,000,000
507,500,000
94,443,125
105,760,000
242,750,000
537,500,000

Additionally, as at 30 June 2018, Sonae MC has, as detailed in Note 14 "Cash and cash equivalents", the value of 94,615,428 euro (159,563,205 euro on 31 December 2017).

18 DERIVATIVES

Exchange rate derivatives

In what concerns financial risk management policy, Sonae MC essentially uses exchange rate derivatives to hedge future cash flows that occur in the next 12 months.

Sonae MC entered into several exchange rate forwards in order to manage its exchange rate exposure.

The fair value of exchange rate derivatives hedging instruments, calculated based on present market value of equivalent financial instruments of exchange rate, is 458,053 euro as liabilities (1,248,119 euro as at 31 December 2017) and 1,596,429 euro as assets (179,881 euro as at 31 December 2017).

The computation of the fair value of these financial instruments was made taking into consideration the present value at statement of financial position date of the forward settlement amount in the maturity date of the contract. The settlement amount considered in the valuation, is equal to the currency notional amount (foreign currency) multiplied by the difference between the contracted forward exchange rate and the forward exchange market rate at that date as at the valuation date.

Losses in the period arising from changes in the fair value of instruments that do not qualify for hedging accounting treatment were recorded directly in the income statement in the captions "Financial income" or "Financial expenses".

Gains and losses for the year associated with the change in market value of derivative instruments are recorded under the caption "Hedging reserve" when considered cash flow hedging and when considered as fair value hedging are recorded under the caption "Financial income" or "Financial expenses". The change in fair value of derivative instruments when considered speculation is recorded in the income statement under "Other expenses".

Interest rate derivatives

Sonae MC does not have any interest rate hedging derivatives recorded as at 30 June 2018.

19 OTHER NON-CURRENT LIABILITIES

As at 30 June 2018 and 31 December 2017, the caption "Other non-current liabilities" is detailed as follows:

30 Jun 2018 31 Dec 2017
Shareholders loans 400,000,000 400,003,610
Fixed assets suppliers 1,239,521 1,151,347
Other non-current liabilities 1,517,940 1,734,885
Deferred of revenue from the sale of warranties extention 8,016,106 7,551,397
Accruals and deferrals 4,084,854 5,348,526
Other non-current liabilities 414,858,421 415,789,765

The caption ' Shareholders loans' includes a subordinated debenture loan with a maturity of 10 years issued at market conditions by Sonae MC SGPS, SA on 28 December 2010, amounting to 400,000,000 euros corresponding to 8,000 bonds with par value of 50,000 euro each, with fixed rate and repayment at the end of the loan period. The fair value of this loan as at 30 June 2018 is 51,654 euro (52,315 euro as at 31 December 2017) per bond and was determined based on the discounted cash flows method using the reference interest rate between Sonae SGPS, SA and Sontel BV. As at 31 March 2018, Sontel, BV had all of the obligations.

20 TRADE CREDITORS AND OTHER CURRENT LIABILITIES

As at 30 June 2018 and 31 December 2017 the caption "Trade creditors and other current liabilities" can be detailed as follows:

30 Jun 2018 31 Dec 2017
Trade creditors 1,052,888,016 1,177,803,570
Taxes payable 62,361,775 85,027,366
Other creditors
Tangible asset suppliers 43,954,428 69,345,980
Related undertakings 34,229,342 27,107,138
Other debts 48,464,460 48,504,274
126,648,230 144,957,392
Other current liabilities
Holiday pay and bonuses 124,671,067 116,998,013
Other external supplies and services 31,803,205 39,795,241
Deferred of revenue from the sale of warranties extention 59,250,334 57,862,718
Marketing expenses 11,738,157 15,347,936
Charges made on the sale of real estate 17,523,955 17,728,428
Accrued income - rents 5,094,544 6,914,805
Interest payable to Others 17,774,581 1,632,754
Real estate municipality tax 2,393,323 2,097,284
Others 7,446,702 11,840,514
277,695,868 270,217,693
1,519,593,889 1,678,006,021

As at 30 June 2018 and 31 December 2017 the caption "Trade accounts" includes amounts payable to suppliers resulting from Sonae MC operating activity. Sonae MC believes that the fair value of these balances does not differ significantly from its book value and the effect of discounting these amounts is not material.

The caption "Related undertakings" includes 32.8 million euro (27.1 million euro as at 31 December 2017) related to amount payable to Sonae SGPS, SA result of the inclusion companies in Special Regime of Taxing Groups of Companies.

The caption "Other debts" includes:

  • 12,889,465 euro (10,421,939 euro as at 31 December 2017), of attributed discounts not yet redeemed related to loyalty card "Cartão Cliente";
  • 12,858,320 euro (16,150,935 euro as at 31 December 2017) related to means of payments owned by clients as vouchers, gift cards and discount tickets owned by clients; and
  • 3,052,425 euro (3,447,882 euro as at 31 December 2017) related to amounts payable to Sonae Distribuição Brasil, SA buyer as a result of responsibilities assumed with that entity.

21 PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements in "Provisions and impairment losses", for the six-month period ended as at 30 June 2018 and 2017, were as follows:

Caption Balance as at
1 Jan 2018
Increase Decrease Changes in
consolidation
perimeter
Balance as at
30 jun 2018
Accumulated impairment losses on investments 11,451,896 - - - 11,451,896
Accumulated impairment losses on tangible assets (Note 6) 114,815,604 - (1,044,605) - 109,260,824
Accumulated impairment losses on intangible assets 1,519,950 - - - 1,519,950
Accumulated impairment losses on trade accounts receivable
and other debtors (Note 12)
15,457,040 1,659,066 (930,422) - 15,758,403
Non current provisions 14,659,973 - (970,414) - 13,689,559
Current provisions 5,610,383 3,856,881 (4,028,209) - 5,127,588
163,514,846 5,515,947 (6,973,650) - 156,808,220

SONAE MC, SGPS, SA (Ex SONAE INVESTIMENTOS, SGPS, SA)

-
Caption Balance as at
1 Jan 2017
Increase Decrease Changes in
consolidation
perimeter
Balance as at
30 Jun 2017
Accumulated impairment losses on investments (Note 9) - 8,608,460 - - 8,608,460
Accumulated impairment losses on tangible assets (Note 6) 119,536,814 - (3,241,479) 169,244 116,464,579
Accumulated impairment losses on intangible assets 1,497,024 22,925 - - 1,519,949
Accumulated impairment losses on other non current assets 2,450,000 48,383 (2,450,000) - 48,383
Accumulated impairment losses on trade accounts receivable
and other debtors
14,980,488 1,505,511 (1,744,339) - 14,741,660
Non current provisions 16,006,272 - (849,324) - 15,156,948
Current provisions 3,204,001 - (26,740) - 3,177,261
157,674,599 10,185,279 (8,311,882) 169,244 159,717,240

The caption "Non-current Provisions" and "Current Provisions" includes:

  • 8,643,067 euro (7,358,151 euro as at 31 December 2017) relating to non-current contingencies assumed by the Company, when selling its subsidiary Sonae Distribuição Brasil, S.A. in 2005. The evolution of the provision between years is associated with the evolution of the real against the euro. This provision is being used in the moment at the liabilities are materialized, being constituted based on the best estimate of the expenses to be incurred with such liabilities and that result from a significant set of processes of a civil and labour nature and of small value.

Impairment losses are deducted from the book value of the corresponding asset.

22 OTHER INCOME

As at 30 June 2018 and 2017, the caption "Other Income" is made up as follows:

30 Jun 2018 30 Jun 2017
Restated
(Note 3)
Supplementary income 11,259,234 12,930,249
Prompt payment discounts received 12,168,063 11,676,534
Exchange differences 10,076,172 9,795,261
Own work capitalised 6,658,886 6,502,016
Gains on disposal of assets 293,094 490,913
Impairment losses and provisions reversals 3,691,927 1,613,659
Others 1,405,610 1,142,634
45,552,986 44,151,266

23 INCOME TAX

The income taxes recognized in the six-month period ended on 30 June 2018 and 2017 are detailed as follows:

30 Jun 2018 31 Jun 2017
Restated
Current tax (5,058,611) (15,357,697)
Deferred tax 6,746,778 3,022,257
1,688,167 (12,335,440)

24 RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 Jun 2018 31 Jun 2017
Restated
30 Jun 2018 31 Jun 2017
Restated
Parent company 833,535 754,520 795,650 934,022
235,638
28,918,160
50,073,029 57,357,185 169,741,152 154,125,136
Interest income Interest expenses
Transactions 30 Jun 2018 31 Jun 2017
Restated
30 Jun 2018 31 Jun 2017
Restated
Parent company - - 206,815 327,976
Associated companies - 11,104 - -
Other related parties 1) - - 16,088,889 16,109,438
- 11,104 16,295,704 16,437,414
Jointly controlled companies
Associated companies
Other related parties 1)
3,743,332
17,457,432
28,038,731
10,644,535
20,359,827
25,598,303
136,956,150
677
31,988,675
124,037,316
Accounts receivable Accounts payable
Balances 30 Jun 2018 31 Dec 2017 30 Jun 2018 31 Dec 2017
Parent company 3,912,780 4,705,299 33,270,217 28,449,648
Jointly controlled companies 3,247,248 7,907,193 63,446,328 27,360,753
Associated companies 5,204,494 1,618,834 (6,005) 1,843
Other related parties 1) 15,617,268 22,859,938 32,962,033 21,715,021
27,981,790 37,091,264 129,672,573 77,527,265
Loans
Obtained Granted
Balances 30 Jun 2018 31 Dec 2017 30 Jun 2018 31 Dec 2017
Associated companies - - - -
Other related parties 1) 400,000,000 400,000,000 - -
400,000,000 400,000,000 - -

1) "Other related parties" are considered to be related party affiliates or companies under joint control of Efanor SGPS, SA that are not included in Sonae MC, including companies belonging to the Sonae Group, Sonae Indústria and Sonae Capital, and minority shareholders of subsidiaries of the Group.

The amounts recorded as loans granted from other relating parties represent borrowings from shareholders of subsidiary companies which bear interests at market rates.

25 EARNINGS PER SHARE

Earnings per share for the six-month period ended on 30 June 2018 and 2017 were calculated taking into consideration the following amounts:

30 Jun 2018 30 Jun 2017
Continuing
Operations
Discontinuing
Operations
Continuing
Operations
Discontinuing
Operations
(Note 3)
Net profit
Net profit taken into consideration to calculate basic earnings
per share (consolidated profit for the period)
(3,783,289) 7,201,651 8,008,049 (10,642,247)
Net profit taken into
consideration to
calculate diluted
earnings per share
(3,783,289) 7,201,651 8,008,049 (10,642,247)
Number of shares
Weighted average number of shares used to calculated basic
earnings per share
900,000,000 900,000,000 900,000,000 900,000,000
Weighted average number of shares used to calculated diluted
earnings per share
900,000,000 900,000,000 900,000,000 900,000,000
Earnings per share (basic and diluted) (0.004204) 0.008002 0.008898 (0.011825)

On 30 June 2018 and 2017 there is no dilutive effect on the number of shares outstanding.

26 CASH RECEIPTS AND CASH PAYMENTS OF INVESTMENTS

As at 30 June 2018 and 2017, cash receipts and cash payments related to investments can be detailed as follows:

- Investment Activities

Receipts 31 jun 2018 31 jun 2017
Disposal of Sport Zone participation (Note 4.1) 28,628,150 -
Disposal of Arat 1,699,515 -
Account receivable related to the disposal of Imoconti in 2016 - 21,009,032
Others 127,742 -
30,455,407 21,009,032
Payments 31 jun 2018 31 jun 2017
Subscription of JD Sprinter shares (Note 4.1) 26,546,230 -
Acquisition of Amorbio 537,734 -
Supplementary benefit of Sonvcap to S2Mozamb 118,745 -
Acquisition of Brio - 752,929
Acquisition of Gowell - 1,382,742
Others 561,694 -
27,764,403 2,135,671

27 PRESENTATION OF CONSOLIDATED INCOME STATEMENTS

In the Management Report, and for the purposes of calculating financial indicators as EBIT, EBITDA and Underlying EBITDA the consolidated income statement is divided between Direct Income and Indirect Income.

The Indirect Income includes: (i) impairment of real estate assets for retail, (ii) decreases in goodwill, (iii) provisions (net of tax) for possible future liabilities, and impairments related to non-core investments, businesses and discontinued assets (or to be discontinued / repositioned), (iv) valuation results based on the methodology "mark-to-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues.

The value of EBITDA is calculated in the direct income component, i.e. excluding the indirect contributions.

The reconciliation between consolidated income and direct-indirect income for the periods ended 30 June 2018 and 2017 can be summarised as follows:

SONAE MC, SGPS, SA (Ex SONAE INVESTIMENTOS, SGPS, SA)

30 Jun 2018 30 Jun 2017 Restated
Consolidated Indirect Direct Consolidated Indirect Direct
accounts income income accounts income income
Turnover 2,608,339,466 - 2,608,339,466 2,451,785,856 - 2,451,785,856
Investment income
Dividends and other adjustments 100,450 - 100,450 130,000 - 130,000
Others (2,928) - (2,928) (7,615,503) (8,608,460) 992,957
Impairment losses reversal 1,921,006 - 1,921,006 13,125 - 13,125
Reversal of impairment losses 1,774,163 - 1,774,163 1,615,267 - 1,615,267
Others 41,857,817 - 41,857,817 42,402,873 - 42,402,873
Total income 2,653,989,974 - 2,653,989,974 2,488,331,619 (8,608,460) 2,496,940,079
Total expenses (2,519,891,480) (1,257,167) (2,518,634,313) (2,368,012,014) (368,111) (2,367,643,903)
Depreciation and amortisation (95,404,657) - (95,404,657) (86,614,202) - (86,614,202)
Losses on tangible and intangible assets (1,683,018) - (1,683,018) (1,759,472) - (1,759,472)
Provisions and impairment:
Provisions for warranty extensions (1,545,645) - (1,545,645) - - -
Others (3,969,453) (2,311,236) (1,658,217) (1,520,179) - (1,520,179)
Profit before financial results and share of
results in joint ventures and associated 31,495,722 (3,568,403) 35,064,125 30,425,752 (8,976,571) 39,402,323
companies
Non recorrent items (6,344,893) - (6,344,893) (5,339,214) - (5,339,214)
Financial profit/(loss) (24,269,449) - (24,269,449) (24,855,159) - (24,855,159)
Share of results in joint ventures and associated
undertakings
MDS 27,782 - 27,782 (860,246) - (860,246)
Ulabox (907,272) - (907,272) (942,636) - (942,636)
Others (1,073,798) - (1,073,798) (593,030) - (593,030)
Profit before taxation (1,071,908) (3,568,403) 2,496,495 (2,164,534) (8,976,571) 6,812,037
Income tax (1,688,167) - (1,688,167) 12,335,440 - 12,335,440
Profit/(Loss) from continuing operations (2,760,075) (3,568,403) 808,328 10,170,906 (8,976,571) 19,147,477
Profit/(Loss) from discontinued operations 7,280,231 9,005,702 (1,725,471) (10,536,558) - (10,536,558)
Profit/(Loss) after taxation 4,520,156 5,437,300 (917,144) (365,652) (8,976,571) 8,610,919
Attributable to equity holders of Sonae 3,418,362 5,437,300 (2,018,938) (2,634,198) (8,976,571) 6,342,373
Non-controlling interests 1,101,794 - 1,101,794 2,268,546 - 2,268,546
"Underlying" EBITDA (b) 131,935,403 127,550,908
Direct EBITDA (a) 121,911,751 109,279,223
Direct EBIT (c) 24,940,022 21,000,638

(a) EBITDA = total direct income - total direct expenses - reversal of direct impairment losses + Share of results in joint ventures and associated undertakings +unusual results;

(b) "Underlying" EBITDA = EBITDA - effect of share result in joint ventures and associated undertakings – non recurrent results;

(c) EBIT = EBT - financial results - dividends;

(d) Direct EBT = Direct results before non-controlling interests and taxes;

(e) Direct income = Results excluding contributions to indirect results;

(f) Indirect income = Includes results arising from: (i) impairment of real estate assets for retail; (ii) decrease in goodwill; (iii) provisions (net of tax) for possible future liabilities and impairments related with non-core financial investments, Businesses, discontinued assets (or be discontinued / repositioned); (iv) valuation results based on the methodology "mark-to-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues.

28 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 21 August 2018.

29 GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

The subsidiaries included in the consolidated financial statements, its head offices and percentage of capital held as at 30 June 2018 and 31 December 2017 are as follows:

30 Jun 2018 31 Dec 2017
COMPANY Head Office Direct* Total* Direct* Total*
1) Sonae MC, SGPS, SA Matosinhos Holding Holding Holding Holding
Sonae MC
2) Amor Bio, Mercado Biológico, Lda a) Lisbon 100.00% 100.00% - -
BB Food Service, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Bom Momento – Restauração, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Brio – Produtos de Agricultura Biológica, SA a) Matosinhos 100,00% 100,00% 100,00% 100,00%
Continente Hipermercados. SA a) Oeiras 100.00% 100.00% 100.00% 100.00%
Elergone Energias, Lda a) Matosinhos 75.00% 75.00% 75.00% 75.00%
Farmácia Selecção. SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Go Well – Promoção de Eventos, Catering e
Consultoria, SA
a) Lisbon 51.00% 51.00% 51.00% 51.00%
MCCARE – Serviços de Saúde, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Make Notes Design, Lda a) Maia 100.00% 100.00% 100.00% 100.00%
Modelo Continente Hipermercados, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Marcas MC, zRT a) Budapest
(Hungary)
100.00% 100.00% 100.00% 100.00%
Pharmacontinente - Saúde e Higiene, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Pharmaconcept – Actividades em Saúde, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
SK Skin Health Cosmetics, SA a) Oeiras 100.00% 100.00% 100.00% 100.00%
Worten

Percentage of capital held

1 st Half Results 2018

SONAE MC, SGPS, SA (Ex SONAE INVESTIMENTOS, SGPS, SA)

HighDome PCC Limited (Cell Europe) a) La Valletta
(Malta)
100.00% 100.00% 100.00% 100.00%
Infofield – Informática, SA a) Maia 100.00% 100.00% 100.00% 100.00%
3) Worten Bussiness- Dist.Eletrodom., Eletronica e
Informática, SA.
a) Matosinhos 100.00% 100.00% - -
Worten Canarias, S.L. a) Tenerife (Spain) 60.00% 60.00% 60.00% 60.00%
Worten – Equipamento para o Lar, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Worten España Distribución, S.L. a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Sonae Sports & Fashion
Bright Brands Sports Goods, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Comercial Losan Polonia SP. Z.O.O. a) Warsaw
(Poland)
100.00% 100.00% 100.00% 100.00%
Comercial Losan, S.L.U. a) Zaragoza
(Spain)
100.00% 100.00% 100.00% 100.00%
Fashion Division, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fashion Division Canárias, SL a) Tenerife (Spain) 100.00% 100.00% 100.00% 100.00%
Irmãos Vila Nova, SA b) Vila Nova de
Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
Irmãos Vila Nova III - Imobiliária, SA b) Vila Nova de
Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
IVN - Serviços Partilhados, SA b) Vila Nova de
Famalicão
(Portugal)
50.00% 50.00% 50.00% 50.00%
IVN Asia Limited b) Hong Kong
(China)
100.00% 50.00% 100.00% 50.00%
Losan Colombia, S.A.S. a) Bogotá
(Colombia)
100.00% 100.00% 100.00% 100.00%
Losan Overseas Textile, S.L a) Zaragoza
(Spain)
100.00% 100.00% 100.00% 100.00%
Losan Russia a) Moscow
(Russia)
100.00% 100.00% 100.00% 100.00%
Losan Tekstil Urun.V E Dis Ticaret, L.S. a) Istambul
(Turquey)
100.00% 100.00% 100.00% 100.00%
Modalfa - Comércio e Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
3) Modalfa Canarias, SL a) Tenerife (Spain) 60.00% 60.00% - -

SONAE MC, SGPS, SA (Ex SONAE INVESTIMENTOS, SGPS, SA)

Modalloop – Vestuário e Calçado, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Salsa Jeans Canarias SL b) Tenerife (Spain) 60.00% 30.00% 60.00% 30.00%
Salsa DE GmbH b) Dusseldorf
(Germany)
100.00% 50.00% 100.00% 50.00%
Salsa Distribution USA LLC b) New York (USA) 100.00% 50.00% 100.00% 50.00%
Salsa France, S.A.R.L. b) Paris (France) 99.99% 50.00% 100.00% 50.00%
Salsa Luxembourg, Sàrl b) Luxembourg 100.00% 50.00% 100.00% 50.00%
SLS Salsa - Comércio e Difusão de Vestuário, S.A. b) Vila Nova de
Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
SLS Salsa España - Comercio y Difusión de
Vestuario, S.A.U.
b) Pontevedra
(Spain)
100.00% 50.00% 100.00% 50.00%
4) SDSR – Sports Division SR, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
4) Sport Zone Canarias, SL a) Tenerife (Spain) 60.00% 60.00% 60.00% 60.00%
4) Sport Zone España - Comércio de Articulos de
Deporte, SA
a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Sport Zone Sport Maiz.Per.Satis.Ith.Ve tic Ltd Sti a) Istambul
(Turquey)
100.00% 100.00% 100.00% 100.00%
Têxtil do Marco, SA a) Marco de
Canaveses
92.76% 92.76% 92.76% 92.76%
Usebti Textile México S.A. de C.V. a) City of Mexico
(Mexico)
100.00% 100.00% 100.00% 100.00%
Zippy – Comércio e Distribuição, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Zippy - Comércio Y Distribución, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Zippy Cocuk Malz.Dag.Ith.Ve Tic Ltd.Sti a) Istambul
(Turquey)
100.00% 100.00% 100.00% 100.00%
5)
6)
Sonae – Shared Service Center, SA a) Matosinhos - - 100.00% 100.00%
Sonae RP
5) Arat Inmuebles, SA a) Madrid (Spain) - - 100.00% 100.00%
Asprela – Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Azulino Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Bertimóvel - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100,00% 100,00%
Canasta - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Chão Verde - Sociedade de Gestão Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Citorres - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%

1 st Half Results 2018

SONAE MC, SGPS, SA (Ex SONAE INVESTIMENTOS, SGPS, SA)

Contimobe - Imobiliária de Castelo de Paiva, SA a) Castelo de Paiva 100.00% 100.00% 100.00% 100.00%
Cumulativa - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fozimo - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fundo de Investimento Imobiliário Fechado
Imosede
a) Maia 80.40% 80.40% 80.40% 80.40%
Fundo de Investimento Imobiliário Fechado
Imosonae Dois
a) Maia 98.00% 98.00% 97.91% 97.91%
Igimo - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Iginha - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imoestrutura - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imomuro - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imoresultado - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imosistema - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
MJLF - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modelo Hiper Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Ponto de Chegada - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Predicomercial - Promoção Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Predilugar - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Selifa - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sempre à Mão - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sesagest - Proj.Gestão Imobiliária, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Socijofra - Sociedade Imobiliária, SA a) Gondomar 100.00% 100.00% 100.00% 100.00%
Sociloures - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonaegest- Sociedade Gestora de Fundos de
Investimento, SA
a) Maia 60.00% 60.00% 60.00% 60.00%
Sonaerp – Retail Properties, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Sondis Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Valor N, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Maxmat
Modelo - Distribuição de Materiais de
Construção, SA
b) Maia 50.00% 50.00% 50.00% 50.00%

1 st Half Results 2018

SONAE MC, SGPS, SA
(Ex SONAE INVESTIMENTOS, SGPS, SA)
Sonae FS
7) SFS – Gestão e Consultoria, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonae Financial Services, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Others
Modelo Continente International Trade, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
8) Modelo Continente. SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
SCBrasil Participações, Ltda a) São Paulo
(Brazil)
100.00% 100.00% 100.00% 100.00%
SIAL Participações, Ltda a) São Paulo
(Brazil)
100.00% 100.00% 100.00% 100.00%
Soflorin, BV a) Amesterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Sonae MC S2 Africa Limited a) La Valetta
(Malta)
100.00% 100.00% 100.00% 100.00%
Sonae SR Malta Holding Limited a) La Valetta
(Malta)
100.00% 100.00% 100.00% 100.00%
Sonae SR – Serviços e Logística, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonaecenter Serviços II, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonvecap, BV a) Amesterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Tlantic, BV a) Amesterdam
(Netherlands)
70.71% 70.71% 70.71% 70.71%
Tlantic Portugal - Sistemas de Informação, SA a) Matosinhos 100.00% 70.71% 100.00% 70.71%
Tlantic Sistemas de Informação, Ltda a) Porto Alegre
(Brazil)
100.00% 70.71% 100.00% 70.71%

*the percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(ies) which hold(s) a participation, hold(s) this participation directly in the share capital of that company;

a) Control held by majority of voting rights which confer power of relevant activities that influence;

  • b) Control held by management control.
  • 1) Former Sonae Investimentos, SGPS, SA;
  • 2) Company acquired in the period;
  • 3) Company created in the period;
  • 4) In 2017, an agreement was signed for the combination of Sport Zone with JD Sprinter Holdings that completion in January 2018 and this subsidiary was consolidated by the equity method, given the loss of control;
  • 5) Disposal to Sonae SGPS, SA;
  • 6) Former ZYEvolution-Invest.Desenv., SA;
  • 7) Former SFS Serviços de Gestão e Marketing, SA;

8) Former Sonae MC – Modelo Continente, SGPS, SA.

These entities are consolidated using the full consolidation method, considering that they are controlled by Sonae MC SGPS, SA.

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Luis Miguel Mesquita Soares Moutinho

Luis Miguel Vieira de Sá da Mota Freitas

Luis Filipe Campos Dias de Castro Reis

Condensed separate financial statements

CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018 AND 2017 AND 31 DECEMBER 2017

(Transla:on of the condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro) Notes 30.June.2018 30.June.2017 31.December.2017
ASSETS
NON-CURRENT ASSETS:
Intangible assets 22 151 86
Investments 4 1,638,142,459 1,613,293,805 1,636,342,459
Deferred tax assets 6,253 - 3,042
Other non-current assets 5 1,430,679,956 1,148,371,882 1,444,692,956
Total non-current assets 3,068,828,690 2,761,665,838 3,081,038,543
CURRENT ASSETS:
Trade accounts receivable and other current assets 6 1,300,297,161 1,615,550,868 1,224,102,635
Cash and cash equivalents 7 91,829 109,507 475,958
Total current assets 1,300,388,990 1,615,660,375 1,224,578,593
TOTAL ASSETS 4,369,217,680 4,377,326,213 4,305,617,136
EQUITY AND LIABILITIES
EQUITY:
Share capital 8 1,000,000,000 1,000,000,000 1,000,000,000
Reserves and retained earnings 1,797,628,866 1,796,785,082 1,796,785,082
Profit/(Loss) for the period (7,723,183) (11,338,081) 843,784
TOTAL EQUITY 2,789,905,683 2,785,447,001 2,797,628,866
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 9 623,038,031 521,216,172 470,806,545
Other non-current liabilities 10 400,000,000 400,000,000 400,000,000
Total non-current liabilities 1,023,038,031 921,216,172 870,806,545
CURRENT LIABILITIES:
Loans 9 94,502,854 208,794,815 162,983,427
Trade creditors and other current liabilities 11 461,771,112 461,868,225 474,198,298
Total current liabilities 556,273,966 670,663,040 637,181,725
TOTAL EQUITY AND LIABILITIES 4,369,217,680 4,377,326,213 4,305,617,136

CONDENSED SEPARATE INCOME STATEMENT FOR THE PERIODS ENDED 30 JUNE 2018 AND 2017

(Transla:on of the condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro) Notes nd Quarter 2018
2
nd Quarter 2017
2
30.June.2018 30.June.2017
Gains or losses on investments 14 (1,283) (3,866,139) 71,229 (2,473,766)
Financial income 15 7,424,397 7,687,431 14,733,004 15,299,950
Other income 73,500 85,254 221,475 165,522
External supplies and services (753,256) (765,577) (1,448,387) (1,562,412)
Staff costs (9,435) (8,708) (16,780) (17,472)
Depreciation and amortisation (33) (33) (65) (65)
Provisions and impairment losses (27,794) - (27,794) -
Financial expenses 15 (11,692,029) (12,053,541) (23,301,646) (23,957,812)
Other expenses (10,028) (10,557) (20,102) (26,445)
Profit/(Loss) before taxation (4,995,961) (8,931,870) (9,789,066) (12,572,500)
Taxation 2,065,883 165,426 2,065,883 1,234,419
Profit/(Loss) after taxation (2,930,078) (8,766,444) (7,723,183) (11,338,081)
Profit/(Loss) per share (basic and diluted) 16 (0.0033) (0.0097) (0.0086) (0.0126)
CONDENSED SEPARATE STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 JUNE 2018 AND 2017
(Translation of the condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro) nd Quarter 2018
2
nd Quarter 2017
2
30.June.2018 30.June.2017
Net Profit / (Loss) for the period (2,930,078) (8,766,444) (7,723,183) (11,338,081)
Total comprehensive income for the period (2,930,078) (8,766,444) (7,723,183) (11,338,081)

CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE PERIODS ENDED AS AT 30 JUNE 2018 AND 2017

(Translation of the condensend separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)

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CONDENSED SEPARATE STATEMENT OF CASH FLOWS FOR THE PERIODS ENDED 30 JUNE 2018 AND 2017

(Translation of the condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro) Notes nd Quarter 2018
2
2nd Quarter 2017 30.June.2018 30.June.2017
OPERATING ACTIVITIES
Net cash flow from operating activities (1) (1,972,149) (2,166,316) (3,148,989) (3,706,679)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments - 1,170,954 - 3,676,987
Interest and similar income 33,964 82,308 19,297,668 30,343,474
Dividends 67,225 1,611,750 67,225 1,611,750
Others (1,283) 6,204,643 4,004 6,204,643
Loans granted 614,430,000 688,451,035 1,221,782,000 1,403,693,081
614,529,906 697,520,690 1,241,150,897 1,445,529,935
Cash payments arising from:
Investments (1,000,000) (533,730) (1,800,000) (1,991,566)
Loans granted (584,150,000) (674,936,218) (1,286,754,518) (1,411,841,764)
(585,150,000) (675,469,948) (1,288,554,518) (1,413,833,330)
Net cash used in investment activities (2) 29,379,906 22,050,742 (47,403,621) 31,696,605
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 1,662,313,000 1,921,429,000 3,100,531,518 3,516,142,000
1,662,313,000 1,921,429,000 3,100,531,518 3,516,142,000
Cash payments arising from:
Loans obtained (1,690,958,862) (1,938,059,000) (3,047,217,862) (3,541,523,000)
Interest and similar charges (3,700,646) (4,289,474) (5,439,029) (5,953,977)
(1,694,659,508) (1,942,348,474) (3,052,656,891) (3,547,476,977)
Net cash used in financing activities (3) (32,346,508) (20,919,474) 47,874,627 (31,334,977)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (4,938,751) (1,035,048) (2,677,983) (3,345,051)
Cash and cash equivalents at the beginning of the period 224,106 (4,651,743) (2,036,662) (2,341,740)
Cash and cash equivalents at the end of the period 7 (4,714,645) (5,686,791) (4,714,645) (5,686,791)

SONAE MC, SGPS, SA (Ex SONAE INVESTIMENTOS, SGPS, SA)

NOTES TO THE CONDENSED SEPARATE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2018

(Translation of condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)

(Amounts expressed in euro)

1 INTRODUCTION

SONAE MC, SGPS, SA (Ex SONAE INVESTIMENTOS, SGPS, SA), "the Company" or "Sonae MC" it's a Portuguese Corporation, with head-office in Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Matosinhos, Portugal.

The Company's main activity is the management of shareholdings (Note 4).

2 BASIS OF PREPARATION

Interim Financial Statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".

3 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those described in the file of the annual financial statements for the year ended 31 December 2017, except for the adoption of the new accounting standards which had become effective at 1 January 2018. There were no significant impacts of IFRS 9 and IFRS 15 adoption.

4 INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES COMPANIES

As at 30 June 2018 and 31 December 2017, the investments in subsidiaries and associates companies are made up as follows:

30.June.2018 31.December.2017
Companies % held Final balance % held Final balance
APOR - Agência para a modernização do Porto, SA 22.75% 300,000 22.75% 300,000
Elergone Energia, Lda 75.00% 1,196,862 75.00% 1,196,862
Fundo de Investimento Imobiliário Fechado Imosede 80.40% 103,497,607 80.40% 103,497,607
Fundo de Investimento Imobiliário Imosonae Dois 0.09% 143,429 0.09% 143,429
MCCARE, Serviços de Saúde, SA 100.00% 2,550,000 100.00% 2,050,000
Modelo - Distribuição de Materiais de Construção, SA 50.00% 24,790,614 50.00% 24,790,614
MOVVO, SA 25.58% - 25.58% -
SFS - Gestão e Consultoria, SA (Ex SFS - Serviços de Gestão e Marketing, SA) 99.99% 30,980,000 99.99% 30,980,000
SK - Skin Health Cosmetics, SA 100.00% 2,050,000 100.00% 2,050,000
SCBrasil Participações, Ltda 37.00% - 37.00% -
Sonae Center Serviços II, SA 100.00% 60,032,319 100.00% 60,032,319
Modelo Continente, SGPS, SA (Ex Sonae MC - Modelo Continente, SGPS, SA) 100.00% 1,390,587,276 100.00% 1,390,587,276
Sonae Financial Services, SA 100.00% 21,630,000 100.00% 20,330,000
Sonae SR Malta Holding Limited - 1 - 1
Sonaegest - Soc. Gest. de Fundos de Investimento, SA 40.00% 384,351 40.00% 384,351
Total 1,638,142,459 1,636,342,459

5 OTHER NON-CURRENT ASSETS

As at 30 June 2018 and 31 December 2017 the other non-current assets were as follows:

30.June.2018 31.December.2017
Loans granted 1,429,679,956 1,443,692,956
Other debtors 1,000,000 1,000,000
Total 1,430,679,956 1,444,692,956

The loans granted to subsidiaries and associates companies have a long-term maturity, bear interests at market rates indexed to Euribor and their fair value is similar to their carrying amount.

As at 30 June 2018 and 31 December 2017 the loans granted are no past due.

6 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 June 2018 and 31 December 2017 the trade accounts receivable and other current assets were as follows:

30.June.2018 31.December.2017
Group companies:
Short term loans 1,267,628,518 1,188,643,000
Interests charged but not received 304,564 19,560,207
Taxes - Special Regime for taxation of groups of
companies
4,279,198 2,255,524
Additional tax payment 17,721 17,721
Special regime for payment of tax and social security debts
(DL 248-A/2002, 14 November)
2,763,268 2,763,268
Special regime for payment of tax and social security debts
(DL 151-A/2013, 31 October)
788,298 788,298
Special program for debt reduction to tax authorities
(PERES) (DL 67/2016, 3 November)
1,002,114 1,002,114
Taxes recoverable 5,655,595 5,619,332
Accrued and deferred assets 17,840,315 3,234,157
Others 58,886 232,536
1,300,338,477 1,224,116,157
Accumulated impairment losses (41,316) (13,522)
Total 1,300,297,161 1,224,102,635

Loans granted to group companies return interest at variable market rates indexed to Euribor and have a maturity less than one year.

The amount disclosed as 'Special regime for payment of tax and social security debts' (DL 248-A/2002, of 14 November, DL 151-A/2013, of 31 October and DL 67/2016, 3 November) relates to taxes paid which were previously disputed and subject to reimbursement claims. The tax litigations are still in progress, although, following the payment, the guarantees previously given were canceled. No impairment loss was recorded since it is Sonae MC understanding that the decisions over the appeals will be favorable to the Company.

The caption accrued and deferred assets include mainly receivables relating to interest, from loans granted to group companies.

7 CASH AND CASH EQUIVALENTS

As at 30 June 2018 and 31 December 2017, cash and cash equivalents can be detailed as follows:

30.June.2018 31.December.2017
Bank deposits 91,829 475,958
Cash and cash equivalents on the statement of
financial position 91,829 475,958
Bank overdrafts (4,806,474) (2,512,621)
Cash and cash equivalents on the cash flow statement (4,714,645) (2,036,662)

Bank overdrafts are disclosed in the statement of financial position under the caption short term bank loans.

8 SHARE CAPITAL

As at 30 June 2018 and 31 December 2017, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares, with a nominal value of 1 euro each.

A subsidiary company Modelo Continente, SGPS, SA (Ex Sonae MC – Modelo Continente, SGPS, SA) owns 100,000,000 shares of Sonae MC. These shares are considered as treasury shares under the Commercial Companies Code, reason why the underlying rights to these shares are suspended.

As at 30 June 2018 and 31 December 2017, the subscribed share capital was held as follows:

30.June.2018 31.December.2017
Sonae, SGPS, SA 25.0287% 25.0287%
Sonae Investments BV 13.1419% 13.1419%
Modelo Continente, SGPS, SA (Ex Sonae MC - Modelo Continente, SGPS, SA) 10.0000% 10.0000%
Sonaecenter Serviços, SA 51.8269% 51.8269%
Libra Serviços, Sociedade Unipessoal, Lda 0.0025% 0.0025%

9 BORROWINGS

As at 30 June 2018 and 31 December 2017, this caption included the following loans:

30.June.2018 31.December.2017
Bonds Sonae Investimentos / December 2015/2020 50,000,000 50,000,000
Bonds Sonae Investimentos / May 2015/2022 75,000,000 75,000,000
Bonds Sonae Investimentos / December 2015/2020 30,000,000 30,000,000
Bonds Sonae Investimentos/ June 2016/2021 95,000,000 95,000,000
Bonds Sonae Investimentos/ September 2016/2021 9,000,000 9,000,000
Up-front fees not yet charged to income statement (1,461,969) (1,693,455)
Bonds loans 257,538,031 257,306,545
Commercial paper 334,500,000 182,500,000
Other bank loans 31,000,000 31,000,000
Bank loans 365,500,000 213,500,000
Non-current loans 623,038,031 470,806,545
Bonds Sonae Investimentos / June 2013/2018 - 50,000,000
Bonds Sonae Investimentos/ September 2016/2021 3,000,000 3,000,000
Up-front fees not yet charged to income statement (3,620) (29,194)
Bonds loans 2,996,380 52,970,806
Commercial paper 86,700,000 7,500,000
Other bank loans - 100,000,000
Bank overdrafts 4,806,474 2,512,621
Bank loans 91,506,474 110,012,621
Current loans 94,502,854 162,983,427

Under the above mentioned lines of credit and commercial paper programs with firm commitments, the company had 176 million euro credit facilities available to meet its liquidity requirements as follows:

Commitments of less Commitments of more
than one year than one year
Agreed credit facilities amounts 100,500,000 422,500,000
Available credit facilities amounts 88,193,526 88,000,000

The interest rate as at 30 June 2018 of the bonds and bank loans was, on average, 0.96% (1.26% as at 31 December 2017).

As at 30 June 2018 and 31 December 2017 the analysis of maturity of loans excluding the derived instruments having in consideration its nominal value is as follows:

30.June.2018 31.December.2017
N+1 94,506,474 163,012,621
N+2 72,500,000 10,500,000
N+3 183,000,000 88,000,000
N+4 123,000,000 184,200,000
N+5 216,000,000 159,800,000
após N+5 30,000,000 30,000,000

10 OTHER NON-CURRENT LIABILITIES

The amount of 400,000,000 euro recorded in the caption loans obtained is related to a subordinated bond loan, with maturity of 10 years issued at market conditions by Sonae MC, SGPS, SA in 28 December 2010, corresponding to 8,000 bonds with nominal value of 50,000 each, at a fixed rate and repayment at the end of the loan period.

As at 30 June 2018 the fair value of this bond loan is 51,654 euro (52,315 euro on 31 December 2017) per bond, and was determined based on discounted cash flows method.

As at 30 June 2018 and 31 December 2017 Sontel, BV held all the bonds.

11 TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at 30 June 2018 and 31 December 2017, this heading is made up as follows:

30.June.2018 31.December.2017
Suppliers 36,457 168,320
Group companies:
Short term loans 439,933,383 467,819,727
Taxes - Special Regime for taxation of groups of companies 218,612 1,660,038
Taxes and contributions payable 1,893,803 1,893,882
Accrued and deferred liabilities 19,652,442 2,621,100
Others 36,415 35,231
Total 461,771,112 474,198,298

The caption accrued and deferred liabilities includes mainly accrued interests not yet due relating to loans obtained.

12 CONTINGENT LIABILITIES

As at 30 June 2018 and 31 December 2017 the contingent liabilities were detailed as follows:

30.June.2018 31.December.2017
Guarantees rendered:
related to tax claims awaiting outcome
Guarantees provided by financial institutions 91,997,043 91,997,043
Guarantees provided by parent company 244,707,426 245,298,495
others 1,770,000 1,770,000
Guarantees given in favour of subsidiaries (a) 62,888,849 62,888,849

a) Guarantees given to Tax Authorities in favour of subsidiaries to suspend claims from tax authorities.

The caption Guarantees provided on tax claims includes guarantees granted to Tax Authorities regarding income tax. The most significant amounts relate to an additional tax assessment made by Tax Authorities, relating the taxable period ending 2005, regarding the covering of losses made by the Company in a subsidiary, having Tax Authorities not considered the usage of taxable losses on this operation and subsequent liquidation of the Company's subsidiary, which is not in accordance with previous assessments made by Tax Authorities. The Company has presented an appeal against this tax claim, being the Board of Directors understanding, based on its advisors assessment, that such appeal will be favorable.

No provision has been recorded for these additional tax assessments, to which some guarantees were provided, as the Board of Directors considers that their outcome will be favorable, therefore with no additional liabilities to the Company.

Following the disposal of a Brazilian subsidiary company, the group guaranteed to that subsidiary company buyer all the losses it will have as consequence of tax additional assessments as it is described in the note of contingent assets and liabilities in the consolidated financial statements.

13 RELATED PARTIES

Main balances and transactions with related parties are detailed as follows:

Balance: 30.June.2018 31.December.2017
Parent companies 4,302,668 2,300,467
Subsidiaries 16,267,167 21,083,764
Jointly controlled companies 1,008,857 1,000,000
Associated companies - 27,794
Accounts receivable 21,578,692 24,412,025
Parent companies 500,030 966,463
Subsidiaries 2,111,907 2,048,451
Jointly controlled companies 19,704 19,704
Other related parties 16,444,757 355,746
Accounts payable 19,076,398 3,390,364
Subsidiaries 2,697,308,474 2,635,577,872
Loans granted 2,697,308,474 2,635,577,872
Subsidiaries 439,933,383 467,819,727
Other related parties 400,000,000 400,000,000
Loans obtained 839,933,383 867,819,727

1 st Half Results 2018

Transactions: 30.June.2018 30.June.2017
Parent companies 539,854 637,296
Subsidiaries 10,300 -
Jointly controlled companies 13,393 -
Associated companies - 31,438
Other related parties 1,121 71
Purchases and services obtained 564,668 668,805
Parent companies 25,258 29,129
Subsidiaries 112,921 130,190
Other income 138,179 159,319
Subsidiaries 14,691,028 15,285,681
Associated companies - 8,753
Interest income 14,691,028 15,294,434
Parent companies 206,815 327,976
Subsidiaries 1,493,006 1,482,979
Other related parties 16,088,889 16,105,540
Interest expenses 17,788,710 17,916,495
Subsidiaries 67,225 1,611,750
Dividend income 67,225 1,611,750
Subsidiaries - 1,968,533
Other related parties - 6,507
Investments disposal - 1,975,040
Subsidiaries - 2,000,000
Loans disposal - 2,000,000
Subsidiaries 1,800,000 -
Investments acquisition 1,800,000 -
Subsidiaries 4,004 6,204,643
Income from Investment Fund Participation Units 4,004 6,204,643

All Sonae, SGPS, SA and Efanor Investimentos SGPS, SA subsidiaries, associates and joint ventures are considered related parties and are identified in Consolidated Financial Statements.

During 1st half 2018 and 2017 did not occur any transactions including granted loans to the Company's Directors.

14 INVESTMENT INCOME

As at 30 June 2018 and 2017 investment income is as follows:

30.June.2018 30.June.2017
Dividends received 67,225 1,611,750
Income of financial investments 4,004 6,204,643
Reverse of impairment losses - 1,000,000
Impairment losses - (11,063,739)
Losses on investments sales - (226,420)
Total 71,229 (2,473,766)

15 FINANCIAL INCOME / EXPENSES

As at 30 June 2018 and 2017, net financial expenses are as follows:

30.June.2018 30.June.2017
Interest receivable
related to bank deposits 12,375 3,731
related to loans granted 14,691,027 15,294,434
Others - 1,785
Other financial income 29,602 -
Financial income 14,733,004 15,299,950
Interest payable
related to bank deposits and overdrats (1,399,474) (1,184,122)
related to non convertible bonds (2,780,470) (3,116,531)
related to loans obtained (17,788,709) (17,916,494)
Up front fees on the issuance of debt (1,324,503) (1,738,547)
Other financial income (8,490) (2,118)
Financial expenses (23,301,646) (23,957,812)

16 EARNINGS PER SHARE

Earnings per share for the periods ended 30 June 2018 and 2017 were calculated taking into consideration the following amounts:

30.June.2018 30.June.2017
Net Profit/(loss)
Net profit/(loss) taken into consideration to calculate
basic earnings per share (Net profit for the period)
(7,723,183) (11,338,081)
Net profit/(loss) taken into consideration to calculate
diluted earnings per share
(7,723,183) (11,338,081)
Number of shares
Weighted average number of shares used to calculate
basic earnings per share
900,000,000 900,000,000
Weighted average number of shares used to calculate
diluted earnings per share
900,000,000 900,000,000
Earnings per share (basic and diluted) (0.0086) (0.0126)

17 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 21 August 2018.

18 INFORMATION REQUIRED BY LAW

Decree-Law ner 318/94 art. 5th ner 4th

During the period ended as at 30 June 2018 shareholders' loan contracts were signed with the following companies:

SC Brasil Participações Ltda

During the period ended as at 30 June 2018, treasury application agreements were signed with the following companies:

Amor Bio - Mercado Biológico Lda

BRIO – Produtos de Agricultura Biológica, SA

Go Well – Promoção de Eventos, Catering e Consultoria, SA

Sonae Financial Services, SA

Sonae, SGPS, SA

Textil do Marco, SA

WRT Business – Distribuição de Eletrodomésticos, Eletrónica e Informática, SA

As at 30 June 2018 amounts owed by subsidiaries can be detailed as follows:

Company 30.June.2018
BB Food Service, SA 677,000
Bertimóvel - Sociedade Imobiliária, SA 7,362,000
Bom Momento - Comércio Retalhista, SA 242,000
Citorres - Sociedade Imobiliária, SA 1,292,000
Contimobe - Imobiliária do Castelo de Paiva, SA 12,488,000
Continente Hipermercados, SA 185,628,246
Cumulativa - Sociedade Imobiliária, SA 2,027,000
Elergone Energia, Lda 647,000
Farmácia Selecção, SA 1,945,000
Fozimo – Sociedade Imobiliária, SA 1,246,000
Imoestrutura - Sociedade Imobiliária, SA 1,737,000
Imoresultado – Sociedade Imobiliária, SA 1,451,000
Make Notes Design, Lda 239,000
MJLF - Empreendimentos Imobiliários, SA 502,000
Modelo Hiper Imobiliária, SA 7,938,000
Pharmacontinente - Saúde e Higiene, SA 6,346,000
Predicomercial - Promoção Imobiliária, SA 12,913,000
Selifa - Sociedade de Empreendimentos Imobiliários, SA 3,785,000
Sesagest - Projectos e Gestão Imobiliária, SA 42,568,000
SFS - Gestão e Consultoria, SA (Ex SFS - Serviços de Gestão e Marketing, SA) 13,950,000
SK Skin Health Cosmetics, SA 474,000
Socijofra - Sociedade Imobiliária, SA 2,792,000
Sonaesr Serviços e Logística, SA 7,113,000
Têxtil do Marco, SA 436,137
Valor N, SA 260,000
Worten - Equipamentos para o Lar, SA 123,826,000
WRT Business – Distribuição de Eletrodomésticos, Eletrónica e Informática, SA 49,000
Total 439,933,383

The amounts due to group companies as at 30 June 2018 related to the mentioned contracts were the following:

Company 30.June.2018
Amor Bio - Mercado Biológico Lda 150,000
Azulino - Imobiliária, SA 370,000
Asprela - Sociedade Imobiliária, SA 3,237,000
Bright Brands SportsGoods, SA 4,377,000
BRIO - Produtos de Agricultura Biológica,SA 869,000
Canasta - Empreendimentos Imobiliários, SA 158,000
Chão Verde - Sociedade de Gestão Imobiliária, SA 682,000
Fashion Division, SA 6,650,000
GO WELL - Promoção de Eventos, Catering e Consultadoria, SA 200,000
Igimo – Sociedade Imobiliária, SA 437,000
Iginha – Sociedade Imobiliária, SA 507,000
Imomuro - Sociedade Imobiliária, SA 2,000
Imosistema - Sociedade Imobiliária, SA 1,060,000
Infofield - Informática, SA 1,732,000
MCCARE - Serviços de Saúde,SA 1,813,000
Modalfa - Comércio e Serviços, SA 9,716,000
Modalloop - Vestuário e Calçado, SA 2,115,000
Modelo Continente Hipermercados, SA 700,086,000
Pharmaconcept - Actividades em Saúde, SA 4,000
Ponto de Chegada - Sociedade Imobiliária, SA 407,000
Predilugar - Sociedade Imobiliária, SA 220,000
Sempre à Mão - Sociedade Imobiliária, SA 1,912,000
Sociloures - Sociedade Imobiliária, SA 1,002,000
SCBrasil Participações, Ltda 12,975,872
Sonae Center Serviços II, SA 22,495,000
Modelo Continente, SGPS, SA (Ex Sonae MC - Modelo Continente, SGPS, SA) 1,877,572,518
Sonaerp - Retail Properties, SA 40,254,000
Sondis Imobiliária, SA 4,010,000
Zippy - Comércio e Distribuição, SA 5,537,000
Total 2,700,550,390

Approved at the meeting of the Board of Directors held on 21 August 2018.

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Luís Miguel Mesquita Soares Moutinho

Luis Miguel Vieira de Sá da Mota Freitas

Luis Filipe Campos Dias de Castro Reis

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