Interim / Quarterly Report • Oct 4, 2018
Interim / Quarterly Report
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(Former SONAE INVESTIMENTOS, SGPS, SA)
Head Office: Rua João Mendonça, 529 – 4464-501 Senhora da Hora
Porto Commercial Registry and Fiscal Number 501 532 927
30 June 2018
(Amended version)
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.
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.
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.
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
Sale of articles + services rendered;
"Underlying EBITDA" + share of results in joint ventures and associated undertakings+ non-recurrent items;
total direct income - total expenses - reversal of impairment losses;
Direct EBT - financial results;
Direct results before non-controlling interests and taxes;
Results excluding contributions to 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.
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
| 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
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)
(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.
(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.
(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.
(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.
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.)
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.
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.
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.
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.
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 |
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.
| 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% |
| 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 |
| 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) | |
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;
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 |
| 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) |
| 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.
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 |
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 |
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 |
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.
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) |
| 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) |
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.
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 |
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:
As at 30 June 2018 and 31 December 2017, "Trade accounts receivable and other current assets" are detailed as follows:
| 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.
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.
| 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 | ||||
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.
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.
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) |
| 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) |
| 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 |
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).
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".
Sonae MC does not have any interest rate hedging derivatives recorded as at 30 June 2018.
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.
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:
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 |
| - | |||||
|---|---|---|---|---|---|
| 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:
Impairment losses are deducted from the book value of the corresponding asset.
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 | |
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) |
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.
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.
As at 30 June 2018 and 2017, cash receipts and cash payments related to investments can be detailed as follows:
| 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 |
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:
| 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.
The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 21 August 2018.
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 |
| 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% | - | - |
| 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% |
| 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% |
| 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;
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
| (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 |
| (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) |
(Translation of the condensend separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
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| (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) |
(Translation of condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
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).
Interim Financial Statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
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.
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 |
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.
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.
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.
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% |
| 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 |
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.
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.
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.
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 |
| 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.
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) |
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) |
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) |
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 21 August 2018.
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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