Interim / Quarterly Report • Sep 29, 2018
Interim / Quarterly Report
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"The growth achieved in the 2nd quarter allowed Sonae to end the 1st half of 2018 with a turnover increase of more than 6% over the same period last year, with positive contributions from all our business areas, particularly food retail which grew by 7.2%. The overall profitability also improved, with EBITDA reaching €154 M, 11.1% above the 1st semester of 2017.
It was also possible to reduce the Group's net debt by an additional €95 M while increasing investment levels and continuing to grow by 5% the dividend paid to our shareholders.
The quarter was, however, marked by the results reached in terms of portfolio management, with relevant steps in the preparation of the potential IPO of Sonae MC, with the partial sale of a stake in Outsystems (indirectly owned by Sonae IM) and particularly with the acquisition of an additional 20% stake of Sonae Sierra, an operation that contributed to a more balanced portfolio and to reinforce the group's international profile, which remains at the forefront of Sonae's strategic priorities."
Ângelo Paupério, Sonae Co-CEO
| Sonae aggregated businesses overview | ||||||
|---|---|---|---|---|---|---|
| Million euros | 1H17 | 1H18 | y.o.y. | 2Q17 | 2Q18 | y.o.y. |
| Turnover | ||||||
| Sonae Retail (1) | 2,571 | 2,768 | 7.7% | 1,311 | 1,431 | 9.1% |
| Sonae Sierra (2) | 108 | 106 | -1.8% | 54 | 52 | -3.7% |
| NOS (2) | 768 | 772 | 0.6% | 387 | 389 | 0.5% |
| Sonae IM | 69 | 75 | 8.7% | 36 | 42 | 15.6% |
| Sonae FS (3) | 37 | 43 | 15.0% | 20 | 22 | 9.9% |
| Underlying EBITDA | ||||||
| Sonae Retail (1) | 128 | 132 | 3.0% | 73 | 72 | -2.5% |
| Sonae Sierra (2) | 50 | 52 | 3.6% | 25 | 25 | -0.4% |
| NOS (2) | 298 | 306 | 2.6% | 156 | 159 | 2.1% |
| Sonae IM | 2 | 3 | 27.5% | 2 | 2 | 23.8% |
| Sonae FS (3) | 4 | 6 | 59.5% | 3 | 3 | 4.8% |
(1) Sonae Retail includes Sport Zone figures in 1H17 and in 1H18 Iberian Sports Retail Group following its creation in January 31st 2018; (2) Aggregated turnover and Underlying EBITDA equals 100% of the figures reported by NOS or Sonae Sierra. In statutory accounts equity method is used; (3) Includes 100% turnover and underlying EBITDA of MDS.
| Sonae consolidated results | ||||||
|---|---|---|---|---|---|---|
| Million euros Turnover |
1H17(1) 2,515 |
1H18(1) 2,680 |
y.o.y. 6.6% |
2Q17(1) 1,280 |
2Q18(1) 1,337 |
y.o.y. 4.5% |
| Underlying EBITDA | 123 | 130 | 6.3% | 71 | 73 | 2.9% |
| Underlying EBITDA margin | 4.9% | 4.9% | 0.0 p.p. | 5.6% | 5.5% | -0.1 p.p. |
| Equity method results (2) | 21 | 30 | 41.7% | 11 | 17 | 51.8% |
| o.w. S. Sierra (direct results) | 15 | 17 | 9.3% | 8 | 8 | 6.2% |
| o.w. NOS | 16 | 19 | 16.9% | 9 | 11 | 17.1% |
| Non-recurrent items | -5 | -6 | -20.7% | -4 | -4 | -11.2% |
| EBITDA | 139 | 154 | 11.1% | 78 | 86 | 9.4% |
| EBITDA margin | 5.5% | 5.7% | 0.2 p.p. | 6.1% | 6.4% | 0.3 p.p. |
| D&A (3) | -93 | -102 | -8.8% | -48 | -52 | -8.3% |
| EBIT | 45 | 52 | 16.1% | 31 | 34 | 11.1% |
| Net financial results | -17 | -16 | 7.4% | -10 | -8 | 19.3% |
| EBT | 28 | 37 | 30.1% | 21 | 26 | 24.9% |
| Taxes | 14 | 0 | -98.4% | 13 | -2 | - |
| Direct results (4) | 43 | 37 | -13.5% | 34 | 24 | -28.5% |
| Indirect results | 33 | 68 | 107.4% | 33 | 59 | 81.0% |
| Net income | 75 | 104 | 38.8% | 67 | 83 | 25.0% |
| Non-controlling interests | -2 | -7 | - | -2 | -5 | - |
| Net income group share | 73 | 98 | 34.2% | 65 | 78 | 20.6% |
(1) Due to the creation of Iberian Sports Retail Group in January 31st 2018, Sport Zone was registered as discontinued operation. In the 2Q18 ISRG started to be consolidated through the Equity Method. In June 2017, after the sale of 1,773 shares from MDS SGPS to IPLF Holding, MDS started to be consolidated through the Equity Method and was included in Sonae FS. From 1Q16 until June 2017, MDS was registered as a discontinued operation;
(2) Equity method results: includes direct income related to investments consolidated by the equity method (mainly Sonae Sierra and NOS/Zopt); (3) Depreciations & amortisations including provisions & impairments; (4) Direct results before non-controlling interests.
| Sonae net invested capital | |||
|---|---|---|---|
| Million euros | 1H17 | 1H18 | y.o.y. |
| Net invested capital | 3,453 | 3,459 | 0.2% |
| Sonae shareholders funds | 2,034 | 2,135 | 5.0% |
| Sonae net debt (1) | 1,419 | 1,324 | -6.7% |
| Net debt / Invested capital | 41.1% | 38.3% | -2.8 p.p. |
(1) Financial net debt + net shareholder loans.
Sonae aggregated business overview during the 1H18 shows that almost all businesses improved turnover and EBITDA in relation to the same period of last year.
From a statutory view, Sonae consolidated turnover grew by 6.6% in comparison to the same period of last year, amounting to €2,680 M in 1H18, particularly impacted by Sonae Retail which contributed with an additional € 167M.
Consolidated EBITDA improved by €15 M, reaching €154 M in 1H18, supported by a higher underlying EBITDA (+€8 M) and equity method results (+€9 M).
Direct results decreased to €37 M in 1H18 (despite a 16.1% EBIT growth y.o.y.), driven by an abnormally high level of tax credits registered in 1H17.
Indirect results reached €68 M in 1H18, more than doubling the 1H17 results, resulting mainly from portfolio revaluations and capital gains at Sonae IM, and also from the value created in investment properties of Sonae Sierra.
All in all, net income group share improved by €25 M to €98 M in the 1H18, +34.2% y.o.y..
Net debt decreased by €95 M y.o.y., to €1,324 M in 1H18 and financial leverage stood at 38.3%, less 2.8 p.p. versus 1H17.
| Million euros | 1H17 | 1H18 | y.o.y. |
|---|---|---|---|
| Net financial debt | 1,418 | 1,324 | -6.7% |
| Retail | 862 | 812 | -5.8% |
| Sonae IM | 2 | -52 | - |
| Holding & other | 555 | 564 | 1.7% |
| Sonae net debt | 1,419 | 1,324 | -6.7% |
Net debt to EBITDA - Retail
| 2.3x | 2.6x | 2.4x |
|---|---|---|
| 1H16 | 1H17 | 1H18 |
Capital Structure
Loan-to-value (%) - Holding
| Sonae Capex | |||
|---|---|---|---|
| Million euros | 1H17 | 1H18 | % of Turnover |
| Capex | 121 | 151 | 11.3% |
| Sonae Retail | 105 | 132 | 10.1% |
| Sonae MC | 67 | 83 | 8.6% |
| Worten | 13 | 15 | 6.5% |
| Sonae Sports & Fashion | 8 | 13 | 17.9% |
| Sonae RP | 16 | 19 | 82.2% |
| Maxmat | 1 | 2 | 7.5% |
| Sonae IM | 5 | 13 | 31.6% |
| Sonae FS | 0.2 | 0.5 | 3.2% |
The group's average gearing at market value decreased when compared to the same period of last year to 0.6x, mostly driven by the average market cap increase and also by the decrease in net debt, when compared to the same period of 2017.
Retail net debt reduced by €50 M, totalling €812 M in 1H18 and retail net debt to EBITDA stood at 2.4x, decreasing from 2.6x in 1H17, due to retail net debt reduction coupled with an improvement of profitability. Sonae IM net debt was reduced as a result of AVP's capital distribution amounting to €58 M, before taxes.
The Holding & other net debt increased slightly to €564 M and loan-to-value ratio of the Holding stood at 12%.
The group maintained its practice of being fully financed for the coming 18 months and at the same time improved its general funding conditions. Sonae was able to decrease the average cost of debt outstanding to 1.0% without material impact on the average maturity profile.
Capex stood at €151 M, increasing when compared to last year mainly due to a higher capex level of Sonae MC related with refurbishments and Sonae IM related to M&A.
Turnover and underlying EBITDA mg evolution (€M; %) Sonae MC turnover increased by 7.2% versus 1H17, amounting to €1,906 M, benefiting from a LfL sales growth of 2.7% and from the continued expansion of the Continente Bom Dia network. In the 2Q18, LfL sales growth reached 0.2% despite the adverse calendar effect of Easter.
This evolution allowed Sonae MC to once again reinforce its market share and to demonstrate the effectiveness of the measures implemented throughout the previous years, such as the investment in fresh offer, the improvement of price perception and the development of own brand products.
The underlying EBITDA margin stood at 4.6%, remaining stable when compared to the 1H17, in spite of the store network expansion and intense competitive environment. Nonetheless, in absolute terms, underlying EBITDA improved by €6 M y.o.y., amounting to €87 M in 1H18.
Being one of its strategic goals to expand the Health & Wellness offer, Sonae MC opened, during 2Q18, the first Go Natural supermarket in Oporto and acquired Amor Bio located in Lisbon, thus adding 3 organic convenience supermarkets, on top of the 7 stores of the portfolio entirely dedicated to healthy food. Also, in 2Q18, 3 Well's para-pharmacies were opened, totaling already 228 at the end of June.
to €474 M in the 1H18. This evolution benefited from the online operation growth and from a positive LfL sales performance, which reached +5.8%, despite lower seasonal product sales as a result of abnormally low temperatures felt in May and June, particularly in Spain.
Worten turnover increased by 7.1% versus 1H17, amounting
Underlying EBITDA totalled €6.1 M in the 1H18, slightly above last year.
Turnover and underlying EBITDA mg evolution (€M; %)
*Restated fashion accounts. In 2017 there were no fashion figures reported.
*Pro forma figures.
The first half of the year was one of the most challenging periods ever for fashion players, with the whole fashion sector negatively impacted by abnormal weather conditions and an early Easter. In this adverse context, turnover grew 0.9% and underlying EBITDA margin declined to -2.2%. Excluding start up brands, EBITDA margin would have been slightly positive.
In the 1H18, online sales grew 56% y.o.y. at Zippy, 13% at Salsa and more than doubled at MO. International sales now represent 45% of total sales.
On January 31st, the agreement for the combination of JD Sprinter and Sport Zone was concluded, creating the Iberian Sports Retail Group (ISRG).
ISRG accounts are equity consolidated from this quarter onwards in Sonae's consolidated P&L. Due to calendar reporting dates of JD Sports (the main shareholder of the JV), ISRG figures refer to the period of 1st Feb - 5th May.
During these first three months, ISRG turnover grew 7.8% y.o.y., reaching €116 M, mainly due to JD's contribution following the expansion in Spain, and EBITDA improved €2.7 M y.o.y. benefiting from the positive contributions of all brands. Equity method results included in Sonae accounts totalled -€ 1.4M, a significant improvement versus last year.
RP Portfolio – % of Gross Book Value
On June 30th, Sonae RP portfolio included 20 Continente stores, 60 Continente Modelo stores and 31 Continente Bom Dia stores, representing a gross book value of € 1,284 M and a net book value of €908 M.
Sonae RP did not complete any sale and leaseback transaction in the first semester, however it will continue to look for further opportunities that might arise. Accordingly, Sonae MC's freehold remained at 47%.
Sonae RP turnover totalled €47 M in the 1H18, +2.9% versus 1H17 and the underlying EBITDA amounted to €41 M, equivalent to an underlying EBITDA margin of 86.9%.
| Financial Indicators | ||||||
|---|---|---|---|---|---|---|
| Million euros | 1H17 | 1H18 | y.o.y. | 2Q17 | 2Q18 | y.o.y. |
| Production | 370 | 452 | 22.2% | 189 | 233 | 23.2% |
| Turnover | 11.1 | 14.2 | 27.5% | 5.8 | 7.3 | 25.7% |
| Underlying EBITDA | 1.4 | 2.2 | 57.9% | 0.7 | 1.0 | 34.3% |
| Underlying EBITDA margin | 12.3% | 15.2% | 2.9 p.p. | 12.3% | 13.2% | 0.8 p.p. |
Sonae FS turnover increased by 27.5% in relation to 1H17, reaching €14 M in 1H18. Underlying EBITDA improved €0.8 M to €2.2 M in 1H18, corresponding to an underlying EBITDA margin of 15.2% in the 1H18.
Regarding Universo's operation, the first semester ended with 667 thousand subscribers and production increased by 31.8% when compared with the 1H17, to €342 M.
| Operational Indicators | |||
|---|---|---|---|
| Footfall (million visitors) | 1H17 207 |
1H18 214 |
y.o.y. 3.6% |
| Europe & New Markets | 160 | 169 | 5.7% |
| Brazil | 47 | 45 | -3.5% |
| Ocuppancy rate (%) | 95.8% | 95.8% | 0.0 p.p. |
| Europe | 96.9% | 96.7% | -0.2 p.p. |
| Brazil | 92.3% | 93.0% | 0.7 p.p. |
| Like-for-Like (LfL) tenant sales | |||
| Europe | 3.4% | 2.3% | - |
| Brazil (local currency) | 7.3% | 1.3% | - |
| Tenant sales (million euros) | 2,211 | 2,152 | -2.7% |
| Europe (million euros) | 1,552 | 1,598 | 3.0% |
| Brazil (million euros) | 659 | 554 | -15.9% |
| Brazil (million reais) | 2,259 | 2,289 | 1.3% |
| Nº of shopping centres owned and/or managed (EOP) |
65 | 65 | 0 |
| Europe | 55 | 55 | 0 |
| Brazil | 10 | 10 | 0 |
| Nº of shopping centres owned/co owned (EOP) |
47 | 45 | -2 |
| Europe | 38 | 36 | -2 |
| Brazil | 9 | 9 | 0 |
| GLA under Management ('000 sqm) | 2,341 | 2,446 | 4.5% |
| Europe & New Markets | 1,859 | 1,971 | 6.0% |
| Brazil | 481 | 474 | -1.5% |
| Financial Indicators | ||||||
|---|---|---|---|---|---|---|
| Million euros | 1H17 | 1H18 | y.o.y. | 2Q17 | 2Q18 | y.o.y. |
| Turnover | 108 | 106 | -1.8% | 54 | 52 | -3.7% |
| EBIT | 50 | 52 | 3.7% | 25 | 25 | -0.3% |
| EBIT margin | 46.3% | 48.9% | 2.6 p.p. | 45.9% | 47.5% | 1.6 p.p. |
| Direct results | 30 | 33 | 9.3% | 15 | 16 | 6.0% |
| Indirect results | 34 | 26 | -23.7% | 33 | 28 | -16.9% |
| Net results | 64 | 59 | -8.2% | 48 | 44 | -9.7% |
| … attributable to Sonae | 32 | 29 | -8.2% | 24 | 22 | -9.7% |
(1) Includes investment properties at open market value and development properties at cost. As already announced on July 14th, Sonae reached an agreement with Grosvenor for the acquisition of an additional 20% stake of Sonae Sierra for a total estimated value of €255 M. Following the completion of this transaction, which is expected to happen in the 3Q18, Sonae will fully consolidate Sonae Sierra accounts.
At June 30th , NAV stood at €1,413 M, 1.4% below the value registered at the end of December 2017, impacted by dividend distribution and the adverse effect of the depreciation in the Brazilian Real, which totally offset the Net Result in the period.
Regarding the development activity in the first semester, Sonae Sierra signed last February a 50/50 joint-venture agreement with Impresa Pizzarotti for the development of a new shopping district in Parma, which represents an investment of circa €200 M. The pipeline of development projects also includes: McArthurGlen Designer Outlet in Málaga (Spain), Jardín Plaza in Cucuta (Colombia) as well as the expansion of NorteShopping and Colombo (Portugal).
Pursuing its recycling strategy, during the 1H18, Sonae Sierra reduced its shareholding from 11.25% to 5% in SerraShopping; and has acquired, through ORES Socimi, the real estate investment vehicle joint-venture with Bankinter, several assets located in Iberia in the total amount of circa €115 M.
Moreover, during the 1H18, Sonae Sierra further strengthened its services activity, having signed 200 new contracts for development, investment management and property management services, equivalent to €11.5 M.
Regarding the operational performance in the 1H18, the global occupancy rate remained stable at 95.8%. Compared with the 1H17, tenant sales grew by 3.0% in the European portfolio and by 1.3% in Brazil in local currency, corresponding to an increase in LfL tenant sales of 2.3% and 1.3%, respectively. Total tenant sales stood at €2,152 M, decreasing y.o.y. due to the adverse impact of the depreciation in the Brazilian real.
In 1H18 Sonae Sierra turnover amounted to €106 M and direct results grew 9.3% y.o.y., to €33 M, mostly explained by improved EBIT from the Services division which coupled with better Financial Results due to lower costs with corporate debt (refinanced in January), more than offset the adverse FX effect of the Brazilian Real. Indirect results reached €26 M resulting from value created in investment properties, positively impacted by yield compression in the Portuguese portfolio.
| Financial Indicators | ||||||
|---|---|---|---|---|---|---|
| Million euros | 1H17 | 1H18 | y.o.y. | 2Q17 | 2Q18 | y.o.y. |
| Operating revenues | 768 | 772 | 0.6% | 387 | 389 | 0.5% |
| EBITDA | 298 | 306 | 2.6% | 155 | 159 | 2.1% |
| EBITDA margin | 38.8% | 39.6% | 0.8 p.p | 40.1% | 40.8% | 0.6 p.p |
| Net results | 72 | 79 | 9.2% | 39 | 45 | 14.3% |
| Capex | 172 | 179 | 4.3% | 86 | 92 | 7.3% |
| Free Cash Flow | -1 | -65 | - | -59 | -100 | - |
| Operational Indicators | ||||||
|---|---|---|---|---|---|---|
| ('000) | 1H17 | 1H18 | y.o.y. | 2Q17 | 2Q18 | y.o.y. |
| Total RGUs (Net adds) | 178 | 87 | - | 99 | 46 | - |
| Convergent RGUs (Net adds) | 199 | 136 | - | 77 | 57 | - |
| Mobile (Net adds) | 93 | 55 | - | 62 | 24 | - |
| Pay TV (Net adds) | 13 | 0 | - | 5 | 2 | - |
| Total RGUs | 9,254 | 9,499 | 2.6% | 9,254 | 9,499 | 2.6% |
| Convergent RGUs | 3,586 | 3,787 | 5.6% | 3,586 | 3,787 | 5.6% |
| Convergent customers | 711 | 749 | 5.4% | 711 | 749 | 5.4% |
| ARPU/Unique subscriber with fixed access (euros) |
- | - | 45 | 44 | - |
NOS published its results on July 23rd 2018, which are available at www.nos.pt.
NOS operating revenues totalled €772 M in the 1H18, +0.6% above last year.
NOS EBITDA reached €306 M, improving 2.6% in relation to 1H17 and EBITDA margin increased by 80 bps, to 39.6% in 1H18.
Net results grew by 9.2% y.o.y. amounting to €79 M in 1H18.
NOS capex amounted to €179 M, + 4.3% y.o.y..
Regarding the operational indicators, total RGUs stood at 9,499 thousand, an increase of 2.6% when compared to 1H17, whereas convergent RGUs grew by 5.6%, reaching 3,787 thousand in 1H18.
| Portfolio | |
|---|---|
| Controlling stakes | Minority stakes |
| WeDo Technologies | AVP Funds |
| S21Sec | Stylesage |
| Saphety | Probe.ly |
| Bizdirect | Ometria |
| InovRetail | Arctic Wolf |
| Bright Pixel | Secucloud |
| Nextel | Continuum Security |
| Jscramber | |
| Nextail | |
| Case on It |
Sonae IM continued to implement its active portfolio management strategy, with the clear objective of building and managing a portfolio of tech-based companies linked to retail, telecommunications and cybersecurity.
In the 1H18, Outsystems (included in AVP Funds) announced it has raised \$360 M in an investment round from KKR and Goldman Sachs. Following this round, Sonae IM was informed that it would receive a capital distribution amounting to €58 M, before taxes. The indirect results of Sonae IM reached €48 M, resulting from portfolio revaluations and capital gains.
Additionally, in June, Sonae IM signed an agreement for the merger of S21sec and Nextel, a Spanish-based company specialized in cybersecurity. The merger will create the largest cybersecurity company in Iberia. Also during 2Q18, Sonae IM entered in the capital of Nextail, a tech company, that has developed a cloud-based platform which combines artificial intelligence and prescriptive analytics to upgrade retailers' inventory management processes and store operations, and Case on It, the developer of MedUX, a technology that obtains data on operator networks and quality of service in real time, without the need to track the final user.
Sonae IM turnover increased by 8.7% y.o.y., to €75 M in the 1H18, and the underlying EBITDA margin stood at 4.1%, 61 bps above last year.
In the Annual General Meeting, which took place on May 3rd 2018, the company's shareholders approved, amongst other items, the distribution of a gross dividend per share, relative to the 2017 financial year, in the amount of 0.042 euros. This dividend, which was paid on May 30th 2018, corresponded to a dividend yield of 3.7%, based on the closing price as at December 31st 2017, and to a payout ratio of 64% of the consolidated direct income attributable to equity holders of Sonae.
Sonae informed that continued to evaluate the potential listing of part of the Company's retail portfolio, in which Sonae would maintain a majority shareholding. The retail portfolio which would potentially be subject to a listing would mainly include Sonae MC and Sonae RP. Sonae has appointed Barclays, BNP Paribas and Deutsche Bank to arrange exploratory meetings with potential investors for a possible initial public offering. At that stage, no formal decision has been taken and further details will be provided in due course.
Sonae announced that it has entered into an agreement with CTT – Correios de Portugal, S.A. (CTT), a reference company in Portugal in the mail and express & parcels sectors. This agreement aims to create a joint venture to exploit a business opportunity in the e-commerce market.
Sonae announced that it has entered into an agreement with Grosvenor Group for the acquisition of a 20% stake of Sonae Sierra, SGPS, SA for a total estimated consideration of 255 million euros. The completion of the transaction is subject to anti-trust approval.
Following the decisions taken by Engs. Paulo Azevedo and Ângelo Paupério to, after the end of the current mandate, hand over the executive role exercised up until this date at the Board of Directors of Sonae, the Board has announced to EFANOR, that, under its competency to identify potential candidates with an executive role profile, it has resolved to appoint Dr.ª Cláudia Azevedo, as the next CEO to be appointed after the end of the present mandate. EFANOR has asked Sonae to inform the market that it has accepted the recommendation of the Board of Directors of Sonae.
Announcements made on this date by Sonae can be found here:
https://www.sonae.pt/en/investors/releases-to-the-market/.
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 and semi-annual figures was not subject to audit procedures.
| Capex | Investments in tangible and intangible assets and investments in acquisitions. |
|---|---|
| Direct results | Results before non-controlling interests excluding contributions to indirect results. |
| (Direct) EBIT | Direct EBT - financial results. |
| EBITDA | Underlying EBITDA + equity method results + non-recurrent items. |
| (Direct) EBT | Direct results before taxes. |
| EBITDA margin | EBITDA / turnover. |
| EoP | End of period. |
| Financial net debt | Total net debt excluding shareholders' loans. |
| Gearing (book value) | Average of the last four quarters considering, for each quarter, total net debt (EoP) / total shareholders' funds (EoP). |
| Gearing (market value) | Average of the last four quarters considering, for each quarter, total net debt (EoP) / equity value considering the closing price of Sonae shares on the last day of each quarter. |
| GLA | Gross Lettable Area: equivalent to the total area available to be rented in the shopping centres. |
| Indirect results | Includes Sonae Sierra's results, net of taxes, arising from: (i) investment property valuations; (ii) capital gains (losses) on the sale of financial investments, joint ventures or associates; (iii) impairment losses of non-current assets (including goodwill) and (iv) provision for assets at risk. Additionally and concerning Sonae's portfolio, it incorporates: (i) impairments in retail real estate properties; (ii) reductions in goodwill; (iii) provisions (net of taxes) for possible future liabilities and impairments related with non-core financial investments, businesses, assets that were discontinued (or in the process of being discontinued/repositioned); (iv) results from mark to market methodology of other current investments that will be sold or exchanged in the near future; and (v) other non-relevant issues. |
| Investment properties | Shopping centres in operation owned and co-owned by Sonae Sierra. |
| Liquidity | Cash & equivalents + current investments. |
|---|---|
| Like for Like sales (LfL) | Sales made by stores that operated in both periods under the same conditions. Excludes stores opened, closed or which suffered major upgrade works in one of the periods. |
| Loan to value (LTV) - Holding |
Holding net debt / investment portfolio gross asset value; gross asset value based on market multiples, real estate NAV and market capitalisation for listed companies. |
| Loan to value (LTV) - Shopping Centres |
Net debt / (investment properties + properties under development). |
| Net asset value (NAV) | Open market value attributable to Sonae Sierra - net debt - minorities + deferred tax liabilities. |
| Net debt | Bonds + bank loans + other loans + financial leases + shareholder loans - cash, bank deposits, current investments, and other long-term financial applications. |
| Net invested capital | Total net debt + total shareholders' funds. |
| Open market value (OMV) |
Fair value of properties in operation and under development (100%), provided by independent international entities. |
| Other loans | Bonds, leasing and derivatives. |
| RGU | Revenue generating unit. |
| Technical investment | Tangible assets + intangible assets + other fixed assets - depreciations and amortisations. |
| Underlying EBITDA | Recurrent EBITDA from the businesses consolidated using the full consolidation method. |
Note: Sonae implemented the following changes in its reporting structure:
(i) from 1Q17, Maxmat is reported under "Sonae Retail", together with Sonae MC, Worten, Sonae Sports & Fashion and Sonae RP; and, (ii) MDS started to be consolidated through the Equity Method and was included in Sonae FS, in June 2017, after the sale of 1,773 shares from MDS SGPS to IPLF Holding. From 1Q16 until June 2017, MDS was registered as a discontinued operation;
(iii) From 1Q17 until January 2018, Sport Zone figures were reported under discontinued operation. In the 2Q18, ISRG started to be consolidated through the Equity Method.
| Sonae statement of financial position | |||
|---|---|---|---|
| Million euros | 1H17 | 1H18 | y.o.y. |
| TOTAL ASSETS | 5,427 | 5,642 | 4.0% |
| Non current assets | 4,100 | 4,220 | 2.9% |
| Tangible and intangible assets | 1,977 | 1,993 | 0.8% |
| Goodwill | 629 | 633 | 0.7% |
| Other investments | 1,398 | 1,500 | 7.3% |
| Deferred tax assets | 75 | 73 | -2.6% |
| Others | 21 | 21 | -1.3% |
| Current assets | 1,327 | 1,422 | 7.1% |
| Stocks | 683 | 644 | -5.7% |
| Trade debtors | 108 | 119 | 10.6% |
| Liquidity | 277 | 355 | 28.2% |
| Others | 259 | 303 | 17.1%- |
| SHAREHOLDERS' FUNDS | 2,034 | 2,135 | 5.0% |
| Equity holders | 1,877 | 1,966 | 4.7% |
| Attributable to minority interests | 157 | 170 | 7.8% |
| LIABILITIES | 3,393 | 3,507 | 3.4% |
| Non-current liabilities | 1,515 | 1,385 | -8.6% |
| Bank loans | 709 | 767 | 8.2% |
| Other loans | 654 | 445 | -32.0% |
| Deferred tax liabilities | 112 | 143 | 27.6% |
| Provisions | 20 | 18 | -6.8% |
| Others | 21 | 12 | -41.4% |
| Current liabilities | 1,878 | 2,121 | 13.0% |
| Bank loans | 278 | 262 | -5.8% |
| Other loans | 65 | 217 | - |
| Trade creditors | 993 | 1,073 | 8.1% |
| Others | 542 | 569 | 5.1% |
| SHAREHOLDERS' FUNDS + LIABILITIES | 5,427 | 5,642 | 4.0% |
Appendix
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, 22 of August 2018
The Board of Directors,
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
Andrew Eustace Clavering Campbell
Christine Cross
José Manuel Neves Adelino
Marcelo Faria de Lima
Margaret Lorraine Trainer
Tsega Gebreyes
| Additions | Reductions | 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 (3) Sonae - SGPS, SA |
Minority Dominant |
805,730 | |||||
| Ângelo Gabriel Ribeirinho dos Santos Paupério (*) Sonae - SGPS, SA Sale Enxomil - Consultoria e Gestão, SA (6) Enxomil - Sociedade Imobiliária, SA (7) |
24-05-2018 | 212,987 | 1.152 | Dominant Dominant |
0 | ||
| Maria Margarida Carvalhais Teixeira de Azevedo (**) Efanor Investimentos, SGPS, SA (1) Sonae - SGPS, SA |
Minority | 14,901 | |||||
| Maria Cláudia Teixeira de Azevedo () (*) Efanor Investimentos, SGPS, SA (1) Sonae - SGPS, SA Linhacom, SGPS, SA (5) |
Minority Dominant |
377,318 | |||||
| Nuno Miguel Teixeira de Azevedo (**) Efanor Investimentos, SGPS, SA (1) |
Minority | ||||||
| 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 Pareuro, BV (2) |
Dominant | 200,100,000 | |||||
| (2) Pareuro, BV Sonae - SGPS, SA |
849,533,095 | ||||||
| (3) Migracom, SA Sonae - SGPS, SA Imparfin - Investimentos e Participações Financeiras, SA (4) |
Minority | 2,874,339 | |||||
| (4) Imparfin - Investimentos e Participações Financeiras, SA Sonae - SGPS, SA |
4,105,280 | ||||||
| (5) Linhacom, SGPS, SA Sonae - SGPS, SA Imparfin - Investimentos e Participações Financeiras, SA (4) |
Minority | 189,314 | |||||
| (6) Enxomil - Consultoria e Gestão, SA Sonae - SGPS, SA |
2,021,855 | ||||||
| (7) Enxomil - Sociedade Imobiliária, SA Sonae - SGPS, SA Purchase |
24-05-2018 | 212,987 | 1.152 | 662,987 |
(*) Member of the Board of Directors of Sonae - SGPS, SA
(**) Member of the Board of Directors of Efanor Investimentos SGPS, SA (directly and indirectly dominant company) (1)
(***) Member of the Board of Directors of Imparfin - Investimentos e Participações Financeiras, SA (4)
Shares held and voting rights attributable to shareholders owning 2% or more of the share capital of the Sonae - SGPS, SA, calculated according to article 20 of the Portuguese Securities Code, as required by article 9 paragraph 1, subparagrah c), of the Portuguese Securities Market Comission (CMVM) Regulation no. 05/2008:
| Shareholder | No. of shares | % Share capital and voting rights* |
% of exercisable voting rights** |
|---|---|---|---|
| Efanor Investimentos, SGPS, SA (I) | |||
| Directly | 200,100,000 | 10.0050% | 10.0050% |
| By Pareuro, BV (controlled by Efanor Investimentos, SGPS, SA) | 849,533,095 | 42.4767% | 42.4767% |
| By Maria Margarida CarvalhaisTeixeira de Azevedo (Director of Efanor Investimentos, SGPS, SA) | 14,901 | 0.0007% | 0.0007% |
| By Maria Cláudia Teixeira de Azevedo (Director of Efanor Investimentos, SGPS, SA) | 377,318 | 0.0189% | 0.0189% |
| By Duarte Paulo Teixeira de Azevedo (Director of Sonae, SGPS, SA and Efanor Investimentos, SGPS, SA) | 805,730 | 0.0403% | 0.0403% |
| By Migracom, SA (company controlled by Efanor Investimentos, SGPS, SA's Director Duarte Paulo Teixeira de Azevedo) |
2,874,339 | 0.1437% | 0.1437% |
| By Linhacom, SGPS, SA (company controlled by Efanor Investimentos, SGPS, SA's Director Maria Cláudia Teixeira de Azevedo) |
189,314 | 0.0095% | 0.0095% |
| Total attributable to Efanor Investimentos, SGPS, SA | 1,053,894,697 | 52.6947% | 52.6947% |
| Banco BPI, SA | 132,851,868 | 6.6426% | 6.6426% |
| Banco Português de Investimento, SA | 365,199 | 0.0183% | 0.0183% |
| Fundos de Pensões do Banco BPI | 40,071,372 | 2.0036% | 2.0036% |
| BPI Vida - Companhia de Seguros de Vida, SA | 4,751,416 | 0.2376% | 0.2376% |
| Total attributable to Banco BPI, SA (II) | 178,039,855 | 8.9020% | 8.9020% |
| Fundação Berardo, Instituição Particular de Solidariedade Social | 49,849,514 | 2.4925% | 2.4925% |
| Total attributable to Fundação Berardo, Instituição Particular de Solidariedade Social | 49,849,514 | 2.4925% | 2.4925% |
| Magallanes Value Investors, S.A. SGIIC | |||
| Total attributable to Magallanes Value Investors, S.A. SGIIC | 40,514,945 | 2.0257% | 2.0257% |
|---|---|---|---|
| Soixa SICAV | 4,393,260 | 0.2197% | 0.2197% |
| Magallanes Value Investors, UCITS Iberian Equity | 7,237,414 | 0.3619% | 0.3619% |
| Magallanes Value Investors, UCITS European Equity | 7,555,544 | 0.3778% | 0.3778% |
| Magallanes Iberian Equity, FI | 9,892,847 | 0.4946% | 0.4946% |
| Magallanes European Equity, FI | 11,435,880 | 0.5718% | 0.5718% |
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) total number of voting rights attributed to Banco BPI, SA as per article 20 of the Portuguese Securities Code
Condensed consolidated financial statements
(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: | ||||
| Property, plant and equipment | 6 | 1,627,897,542 | 1,614,295,501 | 1,650,873,072 |
| Intangible assets | 7 | 365,353,265 | 362,774,967 | 367,924,247 |
| Goodwill | 8 | 633,324,042 | 629,188,747 | 634,363,213 |
| Investments in joint ventures and associates | 9 | 1,472,593,303 | 1,383,718,558 | 1,414,450,837 |
| Other investments | 10 | 27,041,237 | 13,791,507 | 19,423,775 |
| Deferred tax assets | 13 | 73,039,602 | 75,024,851 | 71,883,593 |
| Other non-current assets | 11 | 21,119,341 | 21,391,071 | 23,611,943 |
| Total Non-Current Assets | 4,220,368,332 | 4,100,185,202 | 4,182,530,680 | |
| CURRENT ASSETS: | ||||
| Inventories | 643,932,440 | 682,925,923 | 713,253,625 | |
| Trade receivables and other receivables | 12 | 422,728,063 | 366,994,429 | 343,316,395 |
| Investments | 10 | 1,596,429 | 485,192 | 179,881 |
| Cash and bank balances | 14 | 353,326,427 | 276,350,621 | 364,589,115 |
| Total Current Assets | 1,421,583,359 | 1,326,756,165 | 1,421,339,016 | |
| Assets classified as held for sale | - | - | 782,540 | |
| TOTAL ASSETS | 5,641,951,691 | 5,426,941,367 | 5,604,652,236 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 15 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 |
| Own shares | 15 | (104,204,112) | (109,249,548) | (108,567,192) |
| Reserves and retained earnings | (27,888,749) | (86,889,894) | (89,958,584) | |
| Profit/(Loss) for the period attributable to the equity holders of the Parent Company | 97,830,961 | 72,892,586 | 165,753,915 | |
| Equity attributable to owners of the Company | 1,965,738,100 | 1,876,753,144 | 1,967,228,139 | |
| Non-controlling interests | 16 | 169,514,032 | 157,186,734 | 167,809,994 |
| TOTAL EQUITY | 2,135,252,132 | 2,033,939,878 | 2,135,038,133 | |
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: | ||||
| Loans | 17 | 1,212,243,303 | 1,363,179,965 | 1,220,234,342 |
| Other non-current liabilities | 19 | 12,137,653 | 20,699,003 | 13,449,318 |
| Deferred tax liabilities | 13 | 142,582,983 | 111,736,687 | 132,200,898 |
| Provisions | 21 | 18,236,498 | 19,571,343 | 18,955,625 |
| Total Non-Current Liabilities | 1,385,200,437 | 1,515,186,998 | 1,384,840,183 | |
| CURRENT LIABILITIES: Loans |
17 | 478,751,564 | 343,272,401 | 269,078,453 |
| Trade payables and other liabilities | 20 | 1,637,619,970 | 1,531,364,829 | 1,810,085,084 |
| Provisions | 21 | 5,127,588 | 3,177,261 | 5,610,383 |
| Total Current Liabilities | 2,121,499,122 | 1,877,814,491 | 2,084,773,920 | |
| Liabilities directly associated with assets classified as held for sale | - | - | - | - |
| TOTAL LIABILITIES | 3,506,699,559 | 3,393,001,489 | 3,469,614,103 |
|---|---|---|---|
| TOTAL EQUITY AND LIABILITIES | 5,641,951,691 | 5,426,941,367 | 5,604,652,236 |
(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 |
|---|---|---|---|---|---|
| Sales | 5 | 1,277,434,279 | 1,225,321,515 | 2,564,912,241 | 2,412,095,525 |
| Services rendered | 5 | 59,921,336 | 55,045,896 | 114,911,798 | 102,751,587 |
| Gains and losses on investments | 218,316 | 123,095 | 234,224 | 123,095 | |
| Financial income | 2,306,983 | 1,640,981 | 4,731,123 | 3,878,345 | |
| Other income | 23 | 21,994,708 | 23,355,411 | 46,659,733 | 45,920,661 |
| Cost of goods sold and materials consumed | (891,205,817) | (874,054,410) | (1,818,881,891) | (1,722,550,763) | |
| 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 | (182,133,037) | (164,424,159) | (353,921,843) | (328,133,992) | |
| Employee benefits expense | (198,345,529) | (184,522,730) | (392,962,537) | (363,309,121) | |
| Depreciation and amortisation expenses | 6 and 7 | (50,810,265) | (46,074,017) | (100,288,375) | (91,766,799) |
| Provisions and impairment losses | (4,313,296) | (1,080,556) | (6,051,937) | (1,548,225) | |
| Financial expenses | (10,155,956) | (11,367,731) | (20,509,013) | (20,917,010) | |
| Other expenses | (21,091,660) | (15,525,028) | (37,766,460) | (31,252,656) | |
| Share of profit or loss of joint ventures and associates | 9.3 | 95,690,047 | 32,428,071 | 109,222,907 | 46,521,439 |
| Profit/(Loss) before tax from continuing operations | 101,909,687 | 42,261,497 | 111,572,142 | 53,175,883 | |
| Income tax expense | 24 | (18,644,548) | 12,995,890 | (16,465,370) | 14,464,197 |
| Profit/(Loss) after tax from continuing operations | 83,265,139 | 55,257,387 | 95,106,772 | 67,640,080 | |
| Profit/(Loss) from discontinued operations after tax | 3 and 4.1 | - | 11,356,636 | 9,365,284 | 7,604,501 |
| Consolidated profit/(Loss) for the period | 83,265,139 | 66,614,023 | 104,472,056 | 75,244,581 | |
| Attributable to owners of the Company: | |||||
| Continuing operations | 77,824,840 | 53,952,253 | 88,544,257 | 66,338,917 | |
| Discontinued operations | - | 10,560,341 | 9,286,704 | 6,553,669 | |
| 77,824,840 | 64,512,594 | 97,830,961 | 72,892,586 | ||
| Attributable to non-controlling interests | |||||
| Continuing operations | 5,440,299 | 1,305,134 | 6,562,515 | 1,301,163 | |
| Discontinued operations | - | 796,295 | 78,580 | 1,050,832 | |
| 16 | 5,440,299 | 2,101,429 | 6,641,095 | 2,351,995 | |
| Profit/(Loss) per share | |||||
| From continuing operations | |||||
| Basic | 26 | 0.041050 | 0.028541 | 0.046711 | 0.035106 |
| Diluted | 26 | 0.038324 | 0.026689 | 0.043601 | 0.032815 |
| From discontinued operations | |||||
| Basic | 26 | - | 0.005592 | 0.004899 | 0.003468 |
| Diluted | 26 | - | 0.005223 | 0.004573 | 0.003242 |
(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 |
2nd Quarter 2017 | 30 Jun 2018 | 30 Jun 2017 |
|---|---|---|---|---|
| Net Profit / (Loss) for the period | 83,265,139 | 66,614,023 | 104,472,056 | 75,244,581 |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation foreign operations | 1,444,955 | 1,776,509 | 1,909,040 | 1,876,616 |
| Share of other comprehensive income of joint ventures and associates (note 9.3) | (22,620,886) | (16,650,150) | (28,792,472) | (13,919,016) |
| Changes in cash flow hedging reserves | 1,290,078 | (2,914,379) | 1,346,477 | (5,836,722) |
| Income tax relating to items that may be reclassified subsequently to profit or loss | 575 | 596,104 | 1,385 | 1,215,891 |
| Others | (364,537) | 178,987 | (147,552) | 148,179 |
| Other comprehensive income for the period | (20,249,815) | (17,012,929) | (25,683,122) | (16,515,052) |
| Total comprehensive income for the period | 63,015,324 | 49,601,094 | 78,788,934 | 58,729,529 |
| Attributable to: | ||||
| Owners of the Company | 58,234,620 | 45,241,107 | 73,033,765 | 54,038,338 |
| Non-controlling interests | 4,780,704 | 4,359,987 | 5,755,169 | 4,691,191 |
(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| nd r Res erv es a |
ine d ea rnin eta gs |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Am ro) ed i ts e oun xpr ess n eu |
Sha re cap ital |
Ow n sha res |
al rese Leg rve |
eign For curr enc y slat ion tran rese rve |
Cas h-fl ow hed ging rese rve |
Opt ion Pre miu m Con tibl ver e Bon ds Not e 17 |
Oth er r ese rve s and aine d ret ning ear s |
Tot al |
fit f he Pro or t yea r |
Tot al |
Non trol ling con Inte rest s (no 6) te 1 |
al Tot ity Equ |
| Att | ribu tab le t o ow |
s of the Co ner mpa |
ny | |||||||||
| Bala isclo sed at 1 Jan 201 7 - D nce as uary |
2,00 0,00 0,00 0 |
(114 ) ,738 ,086 |
244 ,211 ,592 |
3,84 5,88 9 |
1,94 8,40 5 |
22,3 13,0 00 |
(478 ) ,988 ,441 |
(206 ) ,669 ,555 |
215 ,073 ,949 |
1,89 3,66 6,30 8 |
170 ,771 ,866 |
2,06 4,43 8,17 4 |
| Effe f re ct o stat ent em |
- | - | - | - | - | - | - | - | - | - | (1,7 80) 31,6 |
(1,7 80) 31,6 |
| Bala at 1 Jan 201 7 - R ted esta nce as uary |
2,00 0,00 0,00 0 |
(114 ,738 ,086 ) |
244 ,211 ,592 |
3,84 5,88 9 |
1,94 8,40 5 |
22,3 13,0 00 |
(478 ,988 ,441 ) |
(206 ,669 ,555 ) |
215 ,073 ,949 |
1,89 3,66 6,30 8 |
169 ,040 ,186 |
2,06 2,70 6,49 4 |
| Tot al c ive inco for the riod om pre ens me pe |
- | - | - | (516 ) ,987 |
(4,3 27) 87,4 |
- | (13, ) 949 ,834 |
(18, ) 854 ,248 |
72,8 92,5 86 |
54,0 38,3 38 |
4,69 1,19 1 |
58,7 29,5 29 |
| of c olid d ne ofit of App riat ion 201 6 ate t pr rop ons nsfe leg al re nd r ined Tra r to eta ning serv es a ear s den ds d ibut ed Divi istr Dist ribu tion of inve inc e fu nd stm ent om Obl fulf ield by sha but loye igat ion ttri ion to e re a mp es Cas h Se ttle d Eq uity Sw arly tial inat ion (No te 1 5) term ap e par Part ial d ispo sal qui sitio f af filia ted ies or a ns o com pan Acq uisi tion of s ubs idia ries Cha in c olid atio eth od nge ons n m |
- - - - - - - - |
- - - - 5,48 8,53 8 - - - |
3,06 5,01 1 - - - - - - - |
- - - - - - - - |
- - - - - - - - |
- - - - - - - - |
212 ,008 ,938 (75, ) 796 ,304 - (902 ,902 ) (577 ,419 ) 836 ,585 - - |
215 ,073 ,949 (75, ) 796 ,304 - (902 ,902 ) (577 ,419 ) 836 ,585 - - |
(215 ) ,073 ,949 - - - - - - - |
- (75, ) 796 ,304 - (902 ,902 ) 4,91 1,11 9 836 ,585 - - |
- (3,5 76) 20,5 (65, ) 959 1,16 5 - (980 ,014 ) 1,46 1,56 9 (13, ) 440 ,828 |
- (79, ) 316 ,880 (65, ) 959 (901 ,737 ) 4,91 1,11 9 (143 ,429 ) 1,46 1,56 9 (13, ) 440 ,828 |
| Bala ed at 3 0 Ju ne 2 017 Re stat nce as |
2,00 0,00 0,00 0 |
(109 ) ,249 ,548 |
247 ,276 ,603 |
3,32 8,90 2 |
(2,4 22) 39,0 |
22,3 13,0 00 |
(357 ) ,369 ,377 |
(86, ) 889 ,894 |
72,8 92,5 86 |
1,87 6,75 3,14 4 |
157 ,186 ,734 |
2,03 3,93 9,87 8 |
| Bala at 1 Jan 201 8 nce as uary |
2,00 0,00 0,00 0 |
(108 ) ,567 ,192 |
247 ,276 ,603 |
4,00 3,43 2 |
174 ,419 |
22,3 13,0 00 |
(363 ) ,726 ,038 |
(89, ) 958 ,584 |
165 ,753 ,915 |
1,96 7,22 8,13 9 |
167 ,809 ,994 |
2,13 5,03 8,13 3 |
| al c ive inco for the riod Tot om pre ens me pe |
- | - | - | 1,78 6,76 7 |
1,02 9,63 4 |
- | (27, 613 ,597 ) |
(24, 797 ,196 ) |
97,8 30,9 61 |
73,0 33,7 65 |
5,16 9 5,75 |
78,7 88,9 34 |
| App riat ion of c olid d ne ofit of 201 7 ate t pr rop ons Tra nsfe leg al re nd r ined ning r to eta serv es a ear s Divi den ds d istr ibut ed ribu of e fu nd Dist tion inve inc stm ent om Obl fulf ield by sha but loye igat ion ttri ion to e re a mp es h Se ttle d Eq arly tial (No 5) Cas uity Sw term inat ion te 1 ap e par of s ubs idia Var iati on i tage ries n pe rcen Sha re-b d pa lass ifica tion fro apit al to liab iliti nt - ase yme rec m c es uisi tion of s ubs idia ries Acq Cha in c olid atio eth od nge ons n m Imp of a pply ing IFRS 15 act Oth ers |
- - - - - - - - - - - |
- - - - 4,36 3,08 0 - - - - - - |
4,66 1,16 4 - - - - - - - - - - |
- - - - - - - - - - - |
- - - - - - - - - - - |
- - - - - - - - - - - |
161 ,092 ,751 (79, ) 790 ,936 - (433 ) ,291 262 ,240 1,93 6,34 1 (578 ) ,200 - - (285 ,344 ) 2,30 6 |
165 ,753 ,915 (79, ) 790 ,936 - (433 ) ,291 262 ,240 1,93 6,34 1 (578 ) ,200 - - (285 ,344 ) 2,30 6 |
(165 ,753 ,915 ) - - - - - - - - - - |
- (79, ) 790 ,936 - (433 ) ,291 4,62 5,32 0 1,93 6,34 1 (578 ) ,200 - - (285 ,344 ) 2,30 6 |
- (2,4 09) 78,7 (155 ) ,135 (21, ) 747 - (383 ) ,192 - 80,0 00 (1,2 11,0 39) (54, 877 ) 173 ,568 |
- (82, ) 269 ,645 (155 ) ,135 (455 ) ,038 4,62 5,32 0 1,55 3,14 9 (578 ) ,200 80,0 00 (1,2 11,0 39) (340 ,221 ) 175 ,874 |
| Bala at 3 0 Ju ne 2 018 nce as |
2,00 0,00 0,00 0 |
(104 ) ,204 ,112 |
251 ,937 ,767 |
5,79 0,19 9 |
1,20 4,05 3 |
22,3 13,0 00 |
(309 ) ,133 ,768 |
(27, ) 888 ,749 |
97,8 30,9 61 |
1,96 5,73 8,10 0 |
169 ,514 ,032 |
2,13 5,25 2,13 2 |
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 JUNE 2018 AND 2017
(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
| (Amounts expressed in euro) | Notes | nd Quarter 2018 2 |
2nd Quarter 2017 | 30 Jun 2018 | 30 Jun 2017 |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES | |||||
| Net cash generated from operating activities (1) | 25,688,050 | 62,082,553 | (38,134,159) | (48,271,310) | |
| INVESTMENT ACTIVITIES | |||||
| Receipts arising from: Investments Property, plant and equipment and intangible assets Interests and similar income Loans granted Dividends Others |
25 | 16,768,281 531,952 274,780 127 17,898,775 50,178,106 85,652,021 |
- 843,906 19,860 900 46,533,243 17,302,750 64,700,659 |
45,396,431 1,469,699 353,624 659 17,898,775 50,178,106 115,297,294 |
21,009,032 2,217,249 501,532 1,500 46,533,243 29,771,285 100,033,841 |
| Payments arising from: Investments Property, plant and equipment and intangible assets Loans granted Others Net cash used in/ generated by investment activities (2) |
25 | (8,800,837) (67,138,390) - (181,652) (76,120,879) 9,531,142 |
(2,192,575) (54,569,654) (1,495,421) (3,493,652) (61,751,302) 2,949,357 |
(37,642,542) (154,454,577) - (363,127) (192,460,246) (77,162,952) |
(2,194,825) (138,785,088) (1,982,464) (12,387,366) (155,349,743) (55,315,902) |
| FINANCING ACTIVITIES | |||||
| Receipts arising from: Investments Loans, bonds and finance leases Capital increases, additional paid in capital and share premiums Others |
(14,339) 1,460,657,947 1,633,149 1,423,670 1,463,700,427 |
46,507 2,192,525,224 - - 2,192,571,731 |
- 2,609,461,807 1,633,149 1,503,670 2,612,598,626 |
584,007 3,886,068,094 - - 3,886,652,101 |
|
| Payments arising from: Investments Loans, bonds and finance leases Interests and similar charges Dividends Others |
271,570 (1,406,162,465) (7,477,172) (85,185,007) 1,674 (1,498,671,503) |
(2,777,009) (2,167,308,124) (8,328,154) (83,631,331) - (2,262,044,618) |
- (2,408,033,010) (12,083,943) (85,305,111) (231,633) (2,505,653,697) |
(4,147,406) (3,738,560,755) (12,903,477) (83,631,331) (303,134) (3,839,546,103) |
|
| Net cash used in financing activities (3) | (34,971,076) | (69,472,887) | 106,944,929 | 47,105,998 | |
| Net increase (decrease) in cash and cash equivalents (4) = (1) + (2) + (3) Effect of exchange rate changes on the balance of cash held in foreign currencies Effect of discontinued operations Cash and cash equivalents at the beginning of the period |
4.1 14 |
248,116 94,854 - 347,085,411 |
(4,440,977) 353,314 (3,670,795) 263,840,301 |
(8,352,182) 116,767 (6,062,386) 361,770,008 |
(56,481,214) 245,482 (11,088,316) 323,190,227 |
| Cash and cash equivalents at the end of the period | 14 | 347,238,673 | 255,375,215 | 347,238,673 | 255,375,215 |
(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
SONAE, SGPS, SA ("Sonae Holding") has its head-office at Lugar do Espido, Via Norte, Apartado 1011, 4470-909 Maia, Portugal, and is the parent company of a group of companies, as detailed in Notes 30 and 31 as Sonae Group ("Sonae"). Sonae's operations and operating segments are described in Note 5.
The accounting policies adopted are consistent with those described in the file of annual financial statements for the year ended 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, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the IFRS Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as from 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 and subsidiaries, adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for some financial instruments and properties investments 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) |
01 Jan 2018 |
| 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 after 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 |
| IFRS 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 above mentioned 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 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 analyzing expected effects of those standards that, are not expected to reflect significant impacts.
On March 9th 2017, Sonae 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 2010 (JD Sprinter), which provides the combination in Iberia existing businesses of the JD Group´s and JD Sprinter, with SDSR – Sports Division SR, SA (Sport Zone). 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 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:
| 30 Jun 2017 | |||
|---|---|---|---|
| Amounts in thousands of euro | Before the restatement |
Discontinued operations Sport Zone |
After the restatement |
| Sales | 2,512,379,917 | (100,284,392) | 2,412,095,525 |
| Services rendered | 90,149,246 | 12,602,341 | 102,751,587 |
| Income or expenses related to investments | 123,095 | - | 123,095 |
| Other income and financial income | 3,181,622 | 696,723 | 3,878,345 |
| Other income | 46,464,750 | (544,089) | 45,920,661 |
| Cost of good sold and materials consumed | (1,782,802,333) | 60,251,570 | (1,722,550,763) |
| Changes in stocks of finished goods | 1,363,797 | - | 1,363,797 |
| External supplies and service | (346,081,372) | 17,947,380 | (328,133,992) |
| Employee benefits expense | (379,951,971) | 16,642,850 | (363,309,121) |
| Depreciation and amortisation expenses | (96,634,384) | 4,867,585 | (91,766,799) |
| Provisions and impairment losses | (1,581,939) | 33,714 | (1,548,225) |
| Financial expenses | (20,964,571) | 47,561 | (20,917,010) |
| Other expenses | (31,810,729) | 558,072 | (31,252,657) |
| Gains or losses related to joint ventures and associated undertaking | 46,521,439 | - | 46,521,439 |
| Profit (loss) from continuing operations, before tax | 40,356,567 | 12,819,315 | 53,175,882 |
| Income tax expense | 16,777,185 | (2,312,988) | 14,464,197 |
| Consolidated profit (loss) for the period from continuing operations | 57,133,752 | 10,506,327 | 67,640,079 |
| Profit/(Loss) from discountinuing operations, after tax | 18,110,829 | (10,506,327) | 7,604,502 |
| Consolidated profit /(loss) for the period | 75,244,581 | - | 75,244,581 |
| Attributable to owners of the Company: | |||
| Continuing operations | 55,726,900 | 10,612,016 | 66,338,916 |
| Discontinued operations | 17,165,686 | (10,612,016) | 6,553,670 |
| 72,892,586 | - | 72,892,586 | |
| Attributable to non-controlling interests | |||
| Continuing operations | 1,406,852 | (105,689) | 1,301,163 |
| Discontinued operations | 945,143 | 105,689 | 1,050,832 |
| 2,351,995 | - | 2,351,995 |
In 2018, and considering the loss of control in Sport Zone, Sport Zone and its subsidiaries were no longer included by the full consolidation method in Sonae's consolidated financial statements, being the investment in the new partnership, Iberian Sports Retail Group, included by the equity method. At the date of loss of control, the amount of this investment amounts 78.1 million euros, which represents the fair value of the participation at the date of the transaction. This partnership with loss of control in Sport Zone generated a capital gain in the amount of 11 million euro.
Discontinued operations include the following companies:
| Percentage of share capital held | |||
|---|---|---|---|
| At date of consolidation method change |
|||
| COMPANY | Head Office | Direct | Total |
| Sports & Fashion | |||
| SDSR – Sports Division SR, SA | Matosinhos (Portugal) | 100.00% | 100.00% |
| Sport Zone Canárias, SL | Tenerife (Spain) | 60.00% | 60.00% |
| Sport Zone España - Comércio de Articulos de Deporte, SA | Madrid (Spain) | 100.00% | 100.00% |
The effects of this transaction in the consolidated financial statements can be analysed as follows:
| Amounts in euro | 31 Jan 2018 Loss control date |
31 Dec 2017 |
|---|---|---|
| Net assets | ||
| Property, plant and equipment and intagible assets (Notes 6 and 7) | 54,323,790 | 54,659,282 |
| Goodwill (Note 8) | 3,642,946 | 3,642,943 |
| Deferred tax assets | 6,872,143 | 6,593,675 |
| Inventories | 53,449,595 | 54,408,789 |
| Trade receivables and other assets | 12,476,345 | 9,836,456 |
| Cash and bank balances | 6,062,386 | 6,679,540 |
| Bank loans long term | (6,445,557) | (45,948,953) |
| Deferred tax liabilities | (973,004) | (963,072) |
| Bank loans short term | (2,236,375) | (21,619,782) |
| Trade payables and other current liabilities | (53,071,092) | (52,809,981) |
| Shareholder Supplies | - | 60,883,601 |
| Total net assets | 74,101,177 | 75,362,498 |
| Price adjustment | (5,039,083) | |
| Fair value of estimated future receipts | 5,000,000 | |
| Gain in operation | 11,090,755 | |
| Financial investment retained at fair value | 85,152,849 | |
| 30 Jun 2018 | ||
| Financial investments in ISRG (Note 9.3) | 78,085,756 | |
| Amounts receivable | 5,000,000 | |
| Amounts received | 2,067,093 | |
| 85,152,849 |
| Amounts expressed in euro | 31 Jan 2018 |
|---|---|
| Services rendered Other income Cost of goods sold and materials consumed External supplies and services Employee benefits expense Depreciation and amortisation expenses Other expenses Financial income |
19,075,708 409,025 (11,911,628) (4,966,459) (3,261,694) (876,205) (398,779) (58,079) |
| Profit/(Loss) before tax | (1,988,111) |
| Income tax expense Profit/(Loss) after tax |
262,640 (1,725,471) |
| Income or expenses related to loss control | 11,090,755 |
| Profit/(Loss) for period from discountinuing operations | 9,365,284 |
Details of discontinued operations in the statement of cash flows can be analyzed as follows:
| Cash flows for the period from discountinuing operations |
31 Jan 2018 |
|---|---|
| Net cash flow from operating activities | 5,796,552 |
| Net cash used in investment activities | (1,613,005) |
| Net cash used in financing activities | 1,309,488 |
| Net increase in cash and cash equivalents | 5,493,035 |
The acquisitions of companies included in the full consolidation method can be analysed as follows:
| Proportion of voting equity interests acquired |
||||
|---|---|---|---|---|
| On the date of acquisition | ||||
| COMPANY | Head Office | Direct | Total | |
| Sonae MC | ||||
| Amor Bio, Mercado Biológico, Lda | Lisbon (Portugal) | 100.00% | 100.00% | |
| Sonae IM | ||||
| Mxtel SA de CV | City of Mexico (Mexico) |
100.00% | 72.78% | |
| Nextel, SA | Bilbao (Spain) | 100.00% | 72.78% | |
The subsidiaries Nextel and Mxtel were acquired by the group in June 2018 and have as main activity the provision of engineering and information systems consulting services, specialized in information security and management of telecommunications services.
| Sonae MC | Sonae IM | ||||
|---|---|---|---|---|---|
| Amounts in euro | On the date of acquisition |
30 Jun 2018 | On the date of acquisition |
30 Jun 2018 | |
| Net assets | |||||
| Tangible and intangible assets (Notes 6 and 7) | 323,987 | 323,987 | 161,038 | 161,038 | |
| Inventories | 134,878 | 134,878 | - | - | |
| Deferred tax assets | - | - | 3,930,008 | 3,930,008 | |
| Trade receivables and other assets | 55,936 | 46,849 | 5,780,060 | 5,780,060 | |
| Cash and cash equivalents | 6,266 | 13,845 | 1,371,559 | 1,371,559 | |
| Bank loans short term | (206,821) | (255,438) | (4,639,541) | (4,639,541) | |
| Trade payables and other current liabilities | (364,334) | (358,428) | (4,246,305) | (4,246,305) | |
| Total net assets acquired | (50,088) | (94,307) | 2,356,819 | 2,356,819 | |
| Goodwill | 850,088 | 1,696,330 | |||
| Acquisition cost | 800,000 | 4,053,149 | |||
| Cash payment | 544,000 | 2,684,250 | |||
| Consideration to be paid | 256,000 | 1,368,899 | |||
| 800,000 | 4,053,149 | ||||
| Net cash flow arising from acquisition | |||||
| Cash payment | (544,000) | (2,684,250) | |||
| Cash and bank balances acquired | 6,266 | 1,371,559 | |||
| (537,734) | (1,312,691) |
The effects of these acquisitions in the consolidated financial statements can be analysed as follows:
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 acquired, a part of the acquisition cost, which is recognized as Goodwill and recorded under Intangible assets. However, the purchase price allocation will be made till the end of one year period from the date of acquisition, as permitted by IFRS 3 - Business Combinations.
Sonae has in its portfolio 5 main segments: Sonae Retail, Sonae Sierra, NOS, Sonae IM and the Sonae FS.
• Sonae Retail has 5 segments:
Sonae MC is our 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 has a network of 267 own stores of sports and clothing products, combined with a franchise network of 114 stores;
Sonae RP is dedicated to optimizing the management of Sonae's retail real estate portfolio, mainly by stores that operate under the Continente brand and under other brands of Sonae;
Maxmat operates in the DIY, construction, bathroom and garden market with a network of 31 stores;
Sonae Sierra is the partnership dedicated to the activity of development and management of shopping centres.
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 Notes 30 and 31.
The main operating segment information as at 30 June 2018 and 2017 and 31 December 2017 can be detailed as follows:
| 30 Jun 2018 | Turnover | Depreciation and amortisation |
Provisions and impairment losses |
EBIT | Financial results (2) |
Income tax (2) |
|---|---|---|---|---|---|---|
| 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) | - | - |
| 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 Retail | 2,635,547,454 | 92,301,863 | 1,391,245 | 27,232,816 | (7,679,104) | 12,318,869 |
| Sonae Sierra | - | - | - | 16,503,255 | - | - |
| NOS | - | - | - | 18,992,500 | - | - |
| Sonae IM | 75,426,750 | 4,422,766 | 208,479 | (1,701,411) | 162,008 | 261,523 |
| Sonae FS | 14,160,949 | 418,024 | 109,091 | 98,652 | 43,109 | 44,520 |
| Other, eliminations and adjustments | (45,311,114) | 3,145,722 | (264,759) | (8,757,745) | (8,303,903) | (12,852,143) |
| Total consolidated | 2,679,824,039 | 100,288,375 | 1,444,056 | 52,368,067 | (15,777,890) | (227,231) |
| 30 Jun 2017 Restated | Turnover | Depreciation and amortisation |
Provisions and impairment losses |
EBIT | Financial results (2) |
Income tax (2) |
|---|---|---|---|---|---|---|
| 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) | - | - |
| 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 Retail | 2,468,652,900 | 84,050,258 | 1,433,524 | 25,558,436 | (8,453,472) | (4,110,211) |
| Sonae Sierra | - | - | - | 15,094,216 | - | - |
| NOS | - | - | - | 16,240,000 | - | - |
| Sonae IM | 69,395,128 | 4,819,064 | 286,659 | (2,481,484) | (116,215) | (1,613,827) |
| Sonae FS | 11,105,593 | 247,309 | - | 2,427,384 | (38) | (369,137) |
| Other, eliminations and adjustments | (34,306,509) | 2,650,168 | (171,958) | (11,723,396) | (8,468,940) | (8,371,022) |
| Total consolidated | 2,514,847,112 | 91,766,799 | 1,548,225 | 45,115,156 | (17,038,665) | (14,464,197) |
| Net debt (2) | ||||
|---|---|---|---|---|
| 30 Jun 2018 | 31 Dec 2017 | |||
| Sonae Retail | 811,982,278 | 628,698,342 | ||
| Sonae IM Holding (1) |
(51,842,574) 563,855,107 |
(465,854) 484,077,881 |
||
| Total consolidated | 1,323,994,811 | 1,112,310,369 |
1) Includes Sonae separate financial statements;
2) These captions are accompanied by Management in more aggregated form, and not allocated to individual operating segments identified above.
| Investment (CAPEX) | Net invested capital | |||
|---|---|---|---|---|
| 30 Jun 2018 | 30 Jun 2017 Restated |
30 Jun 2018 | 31 Dec 2017 | |
| Sonae MC | 83,162,777 | 67,200,415 | 751,706,817 | 697,071,753 |
| 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 Retail | 132,355,913 | 105,136,220 | 2,043,287,117 | 1,897,686,195 |
| Sonae IM | 13,327,526 | 5,460,000 | 115,586,849 | 159,330,000 |
| Sonae FS | 457,839 | 234,566 | 21,026,433 | 20,126,477 |
| Other, eliminations and adjustments | 4,736,134 | 9,990,510 | 1,279,498,683 | 1,170,360,921 |
| Total consolidated | 150,877,413 | 120,821,296 | 3,459,399,083 | 3,247,503,593 |
The intra-groups of the turnover can be analyzed by following:
| Turnover | 30 Jun 2018 Inter-segment |
30 Jun 2017 Inter-segment |
|---|---|---|
| Sonae MC | (1,127,405) | 4,439,660 |
| Worten | (14,244) | 2,985,634 |
| Sports and Fashion | (9,560,309) | (14,722,017) |
| Sonae RP | (41,505,858) | (41,399,492) |
| Sonae Retail | (52,207,816) | (48,696,215) |
| Sonae IM | (10,200,362) | (9,673,879) |
| Other, eliminations and adjustments | (222,270) | (211,953) |
| Total consolidated | (62,630,448) | (58,582,047) |
The caption "Others, eliminations and adjustments" can be analyzed as follows:
| Turnover | EBIT | ||||
|---|---|---|---|---|---|
| 30 Jun 2018 | 30 Jun 2017 Restated |
30 Jun 2018 | 30 Jun 2017 Restated |
||
| Inter-segment intra-groups | (62,630,448) | (58,582,047) | - | - | |
| Contributions of entities not included in the segments |
17,319,334 | 24,275,538 | (6,210,611) | (5,801,781) | |
| Others | - | - | (2,547,134) | (5,921,615) | |
| Other, eliminations and adjustments | (45,311,114) | (34,306,509) | (8,757,745) | (11,723,396) |
| 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 |
4,736,134 | 9,990,510 | 79,851,106 | (24,887,601) | |
| Investments in joint ventures and associated companies | - | - | 1,268,095,989 | 1,289,028,845 | |
| Other investments | - | - | 9,895,433 | 9,919,677 | |
| Cash settled equity swap (3) | - | - | (103,217,055) | (103,700,000) | |
| Dividends available (Note 12) | - | - | 24,873,210 | - | |
| Other, eliminations and adjustments | 4,736,134 | 9,990,510 | 1,279,498,683 | 1,170,360,921 |
1) Financial Instrument reported in Note 15.
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 + shareholder loans + financial leases - cash, bank deposits, current investments, excluding other long term financial applications;
Other, eliminations and adjustments = Intra-groups + consolidation adjustments + contributions from other companies not included in the disclosed segments as they do not fit in any reportable segment, ie in addition to Sonae SGPS, the companies identified as "Other" in Note 30 are included;
Investments (CAPEX) = Gross investment in tangible and intangible assets and investments in acquisitions.
During the six-month period ended 30 June 2018 and 2017, the movements in tangible assets as well as accumulated depreciation and impairment losses are made up as follows:
| Land and buildings |
Plant and machinery |
Others tangible assets |
Tangible assets in progress |
Total tangible assets |
|
|---|---|---|---|---|---|
| Cost | |||||
| Balance as at January 1, 2018 | 1,370,528,263 | 1,521,434,347 | 226,138,300 | 39,949,699 | 3,158,050,609 |
| Discontinued operations (Note 4.1) | - | (110,473,385) | (8,013,217) | (712,317) | (119,198,919) |
| Additions | 9,126,652 | 2,808,073 | 864,252 | 101,224,675 | 114,023,652 |
| Acquisitions of subsidiaries (Note 4.2) | 77,981 | 754,998 | 783,675 | - | 1,616,654 |
| Disposals | (210,103) | (19,284,393) | (2,488,025) | (776,240) | (22,758,761) |
| Effect of foreign currency exchanges differences | (31,971) | 3,090 | (75,250) | - | (104,131) |
| Transfers | 8,629,045 | 77,440,581 | 9,695,438 | (103,509,515) | (7,744,451) |
| Balance as at June 30 2018 | 1,388,119,867 | 1,472,683,311 | 226,905,173 | 36,176,302 | 3,123,884,653 |
| Accumulated depreciation and impairment | |||||
| Balance as at January 1, 2018 | 415,435,082 | 920,710,779 | 170,898,687 | 132,989 | 1,507,177,537 |
| Discontinued operations (Note 4.1) | - | (63,819,917) | (5,968,478) | - | (69,788,395) |
| Depreciation of the period | 11,707,468 | 55,927,155 | 9,493,323 | - | 77,127,946 |
| Acquisitions of subsidiaries (Note 4.2) | 9,928 | 583,627 | 593,688 | - | 1,187,243 |
| Disposals | (81,862) | (16,811,348) | (2,314,166) | - | (19,207,376) |
| Effect of foreign currency exchanges differences | (35,793) | 2,089 | (57,517) | - | (91,221) |
| Transfers | (67,944) | (170,090) | (180,589) | - | (418,623) |
| Balance as at June 30 2018 | 426,966,879 | 896,422,295 | 172,464,948 | 132,989 | 1,495,987,111 |
| Carrying amount at 30 June 2018 | 961,152,988 | 576,261,016 | 54,440,225 | 36,043,313 | 1,627,897,542 |
| Others | Tangible | Total | |||
|---|---|---|---|---|---|
| Land and | Plant and | tangible | assets | tangible | |
| buildings | machinery | assets | in progress | assets | |
| Cost | |||||
| Balance as at January 1, 2017 disclosed | 1,371,092,975 | 1,438,240,754 | 217,886,293 | 30,984,493 | 3,058,204,515 |
| Effect of fair value adjustment of assets acquired | (4,384,000) | - | - | - | (4,384,000) |
| Balance as at 1 January 2017 Restated | 1,366,708,975 | 1,438,240,754 | 217,886,293 | 30,984,493 3,053,820,515 | |
| Discontinued operations | (489,027) | (2,829,332) | (3,965,896) | (566,767) | (7,851,022) |
| Investment | 4,812,251 | 1,447,378 | 1,166,894 | 81,516,712 | 88,943,235 |
| Acquisitions of subsidiaries | 1,443,695 | 2,624,130 | 450,095 | - | 4,517,920 |
| Disposals | - | (29,238,703) | (4,156,671) | (1,200,674) | (34,596,048) |
| Effect of foreign currency exchanges differences | (45,423) | (64,364) | (382,251) | (12,278) | (504,316) |
| Transfers | 7,622,692 | 61,221,425 | 7,417,003 | (78,504,363) | (2,243,243) |
| Balance as at June 30 2017 | 1,380,053,163 | 1,471,401,288 | 218,415,467 | 32,217,123 3,102,087,041 | |
| Accumulated depreciation and impairment | |||||
| Balance as at 1 January 2017 | 397,973,790 | 881,497,880 | 166,152,543 | 110,824 | 1,445,735,037 |
| Discontinued operations | (226,791) | (1,777,593) | (3,212,180) | - | (5,216,564) |
| Depreciation of the period | 11,106,205 | 55,090,433 | 9,115,042 | - | 75,311,680 |
| Acquisitions of subsidiaries | 1,163,331 | 1,526,940 | 507,759 | - | 3,198,030 |
| Disposals | - | (26,346,008) | (3,882,466) | - | (30,228,474) |
| Effect of foreign currency exchanges differences | (30,826) | (31,619) | (290,408) | - | (352,853) |
| Transfers | (34,949) | (40,186) | (580,181) | - | (655,316) |
| Balance as at 30 June 2017 | 409,950,760 | 909,919,847 | 167,810,109 | 110,824 | 1,487,791,540 |
| Carrying amount at 30 June 2017 | 970,102,403 | 561,481,441 | 50,605,358 | 32,106,299 | 1,614,295,501 |
The investment in the period ended 30 June 2018 and 2017 includes mainly the acquisition of assets of approximately 101 million euro (88.1 million euro as at 30 June 2017), associated with the opening and remodeling of stores of Sonae retail operating segments.
The caption depreciation of the period includes 826,205 euros in 2018 (3,408,892 euro in 2017) relating to the depreciation of discontinued operations.
The most significant values under the caption " Property, plant and equipment in progress" refer to the following projects:
| 30 Jun 2018 | 30 Jun 2017 | |
|---|---|---|
| Refurbishment and expansion of stores in the retail businesses located in Portugal |
29,306,411 | 24,878,161 |
| Refurbishment and expansion of stores in the retail businesses located in Spain |
1,519,587 | 1,131,165 |
| Projects of "Continente" stores for which advance payments were | 1,296,000 | 1,196,000 |
| Others | 3,921,315 | 4,900,973 |
| 36,043,313 | 32,106,299 |
The caption "Impairment losses for Property, plant and equipment" can be detailed as follows:
| Land and buildings |
Plant and machinery |
Others tangible assets |
Total tangible assets |
|
|---|---|---|---|---|
| Impairment losses | ||||
| Balance as at January 1, 2018 | 90,556,668 | 23,168,012 | 654,331 | 114,379,011 |
| Discontinued operations | - | (4,451,474) | (58,701) | (4,510,175) |
| Disposals | (87,564) | (915,518) | (41,524) | (1,044,606) |
| Closing balance as at 30 June 2018 (note 21) | 90,469,104 | 17,801,020 | 554,106 | 108,824,230 |
During the six-month period ended 30 June 2018 and 2017, the movement occurred in intangible assets and in the corresponding accumulated amortisation and impairment losses, was as follows:
| Patents | Others | Intangible | Total | |
|---|---|---|---|---|
| and other | intangible | assets | intangible | |
| similar rights | assets | in progress | assets | |
| Cost | ||||
| Opening balance as at 1 January 2018 | 178,064,353 | 497,255,214 | 29,512,753 | 704,832,320 |
| Discontinued operations (Note 4.1) | (2,312,244) | (5,688,233) | (2,794,741) | (10,795,218) |
| Investment | 99,811 | 998,791 | 25,202,831 | 26,301,433 |
| Acquisitions of subsidiaries (Note 4.2) | - | 1,108,528 | - | 1,108,528 |
| Disposals | (375) | (1,675,072) | (463,481) | (2,138,928) |
| Effect of foreign currency exchanges differences | 127,452 | (51,831) | (2,477) | 73,144 |
| Transfers | 64,602 | 19,917,685 | (19,847,980) | 134,307 |
| Balance as at 30 June 2018 | 176,043,599 | 511,865,082 | 31,606,905 | 719,515,586 |
| Accumulated depreciation and impairment | ||||
| Opening balance as at 1 January 2018 | 40,973,388 | 295,934,685 | - | 336,908,073 |
| Discontinued operations (Note 4.1) | (2,230,423) | (3,651,529) | - | (5,881,952) |
| Depreciation of the period | 1,280,101 | 22,756,533 | - | 24,036,634 |
| Acquisitions of subsidiaries (Note 4.2) | - | 1,052,914 | - | 1,052,914 |
| Disposals | (256) | (1,955,652) | - | (1,955,908) |
| Effect of foreign currency exchanges differences | 133,288 | (113,534) | - | 19,754 |
| Transfers | (17,797) | 603 | - | (17,194) |
| Balance as at 30 June 2018 | 40,138,301 | 314,024,020 | - | 354,162,321 |
| Carrying amount at 30 June 2018 | 135,905,298 | 197,841,062 | 31,606,905 | 365,353,265 |
| Patents other similar |
Others intangible |
Intangible assets |
Total intangible |
|
|---|---|---|---|---|
| rights | assets | in progress | assets | |
| Gross assets: | ||||
| Balance as at 1 January 2017 | 181,013,190 | 493,383,747 | 28,060,990 | 702,457,927 |
| Discontinued operations | (1,991,644) | (34,165,793) | (103,663) | (36,261,100) |
| Investment | 23,152 | 419,036 | 25,351,158 | 25,793,346 |
| Acquisitions of subsidiaries | 13,500 | 138,687 | - | 152,187 |
| Disposals | (108,975) | (321,635) | (721,130) | (1,151,740) |
| Effect of foreign currency exchanges differences | (507,402) | (2,976,699) | (23,462) | (3,507,563) |
| Transfers | 123,314 | 13,519,038 | (14,084,809) | (442,457) |
| Balance as at 30 June 2017 | 178,565,135 | 469,996,381 | 38,479,084 | 687,040,600 |
| Accumulated depreciation and impairment | ||||
| Balance as at 1 January 2017 | 40,763,712 | 288,184,727 | - | 328,948,439 |
| Discontinued operations | (1,098,292) | (24,111,717) | - | (25,210,009) |
| Depreciation of the period | 1,301,999 | 21,952,219 | - | 23,254,218 |
| Acquisitions of subsidiaries | 6,222 | 79,636 | - | 85,858 |
| Impairment losses for the period | - | 382,139 | - | 382,139 |
| Disposals | (64,434) | (565,863) | - | (630,297) |
| Effect of foreign currency exchanges differences | (480,311) | (1,938,973) | - | (2,419,284) |
| Transfers | 8,556 | (153,987) | - | (145,431) |
| Balance as at 30 June 2017 | 40,437,452 | 283,828,181 | - | 324,265,633 |
| Carrying amount at 30 June 2017 | 138,127,683 | 186,168,200 | 38,479,084 | 362,774,967 |
Goodwill is allocated to each operating segment and within each segment to each of the homogeneous groups of cash generating units as follows:
Sonae Retail - Goodwill is allocated to each operating business segment, Sonae MC, Worten and Sonae Sports & Fashion and Maxmat, being afterwards distributed by each homogenous group of cash generating units, namely to each insignia within each segment, distributed by country and each of the properties in case of operating segment Sonae RP;
Sonae IM - Goodwill in this segment is related to the Technology business; and
As at 30 June 2018 and 31 December 2017, the caption "Goodwill" was made up as follows by insignia and country:
| 30 Jun 2018 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Insígnia | Portugal | Spain | Brazil | Other contries | Total | |||||
| Sonae MC | 481,388,885 | - | - | - | 481,388,885 | |||||
| Worten | 65,283,532 | - | - | - | 65,283,532 | |||||
| Sports & Fashion | 68,557,880 | 245,817 | - | - | 68,803,697 | |||||
| Sonae RP | 2,142,168 | - | - | - | 2,142,168 | |||||
| Sonae IM | 2,686,758 | - | 7,090 | 13,011,912 | 15,705,760 | |||||
| 620,059,223 | 245,817 | 7,090 | 13,011,912 | 633,324,042 |
| 31 Dec 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Insígnia | Portugal | Spain | Brazil | Other contries | Total | |||||
| Sonae MC | 487,853,697 | - | - | - | 487,853,697 | |||||
| Worten | 65,283,532 | - | - | - | 65,283,532 | |||||
| Sports & Fashion | 64,885,922 | 245,817 | - | - | 65,131,739 | |||||
| Sonae RP | 2,142,168 | - | - | 2,142,168 | ||||||
| Sonae IM | 2,686,758 | - | 7,090 | 11,258,229 | 13,952,077 | |||||
| 622,852,077 | 245,817 | 7,090 | 11,258,229 | 634,363,213 |
During the six-month period ended in 30 June 2018 and 2017, movements occurred in goodwill as well as in the corresponding impairment losses, are as follows:
| 30 Jun 2018 | 30 Jun 2017 | |
|---|---|---|
| Gross value: | ||
| Opening balance | 645,031,970 | 669,955,930 |
| Attribution of fair value to assets acquired | - | 1,731,680 |
| Opening balance Restated | 645,031,970 | 671,687,610 |
| Discontinued operations (Note 4.1) | (5,082,341) | (33,674,270) |
| Goodwill generated in the period (Note 4.2) | 2,546,418 | 3,760,574 |
| Other variations | - | 245,817 |
| Effect of foreign currency exchange difference | 57,357 | (2,168,291) |
| Balance at end of period | 642,553,404 | 639,851,440 |
| Accumulated impairment losses: | ||
| Opening balance | 10,668,757 | 16,203,262 |
| Discontinued operations (Note 4.1) | (1,439,395) | (5,534,505) |
| Effect of foreign currency exchange difference | - | (6,064) |
| Balance at end of period | 9,229,362 | 10,662,693 |
| Carrying amount | 633,324,042 | 629,188,747 |
The value of investments in joint ventures and associates can be analyzed as follows:
| COMPANY | 30 Jun 2018 | 31 Dec 2017 |
|---|---|---|
| Sonae MC | ||
| Sohi Meat Solutions - Distribuição de Carnes, SA | 3,176,005 | 2,361,045 |
| Sonae Sierra | ||
| Sonae Sierra SGPS, S.A. (consolidated) | 589,137,117 | 600,833,979 |
| NOS | ||
| ZOPT, SGPS, S.A. (consolidated) | 678,958,871 | 688,194,866 |
| Sonae IM | ||
| Unipress - Centro Gráfico, Lda | 699,045 | 608,237 |
| Sonae FS | ||
| MDS SGPS, S.A. | 28,905,432 | 31,495,372 |
| Investments in joint ventures | 1,300,876,470 | 1,323,493,499 |
| Sonae MC | ||
| APOR - Agência para a Modernização do Porto, S.A. | 262,265 | 290,475 |
| Sempre a Postos - Produtos Alimentares e Utilidades, Lda | 691,320 | 1,050,793 |
| S2 Mozambique, SA | 756,743 | 1,592,748 |
| Ulabox, S.L. | 3,139,556 | 4,046,829 |
| Sonae Sports & Fashion | ||
| 1) ISRG - Iberian Sports Retail Group |
76,708,226 | - |
| Sonae IM | ||
| 2) Armilar Venture Partners - Sociedade de Capital de Risco, SA |
- | 1 |
| Fundo de Capital de Risco Armilar Venture Partners II | 52,066,794 | 44,333,718 |
| Fundo de Capital de Risco Armilar Venture Partners III | 23,920,396 | 24,920,506 |
| Fundo de Capital de Risco Espirito Santo Ventures Inovação e | 9,387,222 | 9,431,245 |
| Secucloud GMBH | 4,355,124 | 4,819,257 |
| Probe.Ly - Soluções de Cibersegurança, Lda | 429,187 | 471,766 |
| Investment in associated companies | 171,716,833 | 90,957,338 |
| Total | 1,472,593,303 | 1,414,450,837 |
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);
2) During the period ended at 30 June 2018, Sonae IM sold the total participation (35%).
| Summary | financial | information | of | joint | ventures | of | the | group | can | be | analyzed | as | follows: |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| --------- | ----------- | ------------- | ---- | ------- | ---------- | ---- | ----- | ------- | ----- | ---- | ---------- | ---- | ---------- |
| 30 Jun 2018 | |||||
|---|---|---|---|---|---|
| Joint ventures | Sonae Sierra SGPS, SA (consolidated) |
ZOPT, SGPS, SA (consolidated) |
MDS,SGPS,SA (consolidated) |
Sohimeat, SA | Others |
| Assets | |||||
| Investment properties | 805,723,154 | 660,000 | 846,257 | - | 629 |
| Property, plant and equipment | 1,744,685 | 1,088,737,000 | 2,544,198 | 20,683,636 | 499,194 |
| Intangible assets | 1,426,261 | 646,202,327 | 7,636,678 | 424,350 | 11,253 |
| Goodwill | 4,273,688 | 1,746,817,673 | 29,455,708 | - | - |
| Investments in joint ventures and associates | 1,227,125,535 | 141,186,000 | 10,325,395 | - | - |
| Other non-current assets | 83,720,647 | 114,497,000 | 2,126,485 | 7,263 | - |
| Non-current assets | 2,124,013,970 | 3,738,100,000 | 52,934,722 | 21,115,249 | 511,075 |
| Cash and bank balances | 114,690,683 | 8,305,000 | 11,399,368 | 858,954 | 59,945 |
| Other current assets | 138,088,764 | 592,739,000 | 9,535,314 | 39,681,512 | 1,626,090 |
| Current assets | 252,779,447 | 601,044,000 | 20,934,683 | 40,540,466 | 1,686,035 |
| Total assets | 2,376,793,417 | 4,339,144,000 | 73,869,405 | 61,655,715 | 2,197,110 |
| Liabilities | |||||
| Loans | 173,705,431 | 999,571,000 | 11,291,667 | - | - |
| Other non-current liabilities | 249,967,155 | 238,645,000 | 8,702,272 | - | 183,882 |
| Non-current liabilities | 423,672,586 | 1,238,216,000 | 19,993,939 | - | 183,882 |
| Loans | 115,716,044 | 225,207,000 | 9,051,244 | - | 26,262 |
| Other current liabilities | 119,125,280 | 571,117,000 | 17,535,154 | 56,254,705 | 1,129,417 |
| Total current liabilities | 234,841,324 | 796,324,000 | 26,586,397 | 56,254,705 | 1,155,679 |
| Total liabilities | 658,513,910 | 2,034,540,000 | 46,580,336 | 56,254,705 | 1,339,561 |
| Attributable to owners of the Company | 1,127,138,793 | 1,199,654,000 | 23,760,135 | 5,401,010 | 857,549 |
| Non-controlling interests | 591,140,713 | 1,104,949,000 | 3,528,934 | - | - |
| Total equity | 1,718,279,506 | 2,304,604,000 | 27,289,069 | 5,401,010 | 857,549 |
| Total equity and liabilities | 2,376,793,417 | 4,339,144,000 | 73,869,405 | 61,655,715 | 2,197,110 |
| 31 Dec 2017 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Joint ventures | Sonae Sierra SGPS, SA (consolidated) |
ZOPT, SGPS, SA (consolidated) |
MDS,SGPS,SA (consolidated) |
Sohimeat, SA | Others | ||||
| Assets | |||||||||
| Investment properties | 781,879,364 | 661,000 | 857,259 | - | - | ||||
| Property, plant and equipment | 1,885,203 | 1,181,572,000 | 2,376,935 | 20,771,255 | 548,080 | ||||
| Intangible assets | 1,456,440 | 567,506,327 | 9,605,565 | 309,299 | 6,451 | ||||
| Goodwill | 4,273,688 | 1,746,817,673 | 29,202,474 | - | - | ||||
| Investments in joint ventures and associates | 1,222,965,224 | 216,619,000 | 9,098,383 | - | 518 | ||||
| Other non-current assets | 137,615,774 | 117,430,000 | 3,426,579 | 204,757 | - | ||||
| Non-current assets | 2,150,075,693 | 3,830,606,000 | 54,567,195 | 21,285,311 | 555,049 | ||||
| Cash and bank balances | 68,144,912 | 5,493,000 | 10,448,200 | 367,901 | 215,122 | ||||
| Other current assets | 103,862,911 | 541,971,000 | 8,897,932 | 35,969,285 | 1,721,532 | ||||
| Current assets | 172,007,823 | 547,464,000 | 19,346,132 | 36,337,186 | 1,936,654 | ||||
| Total assets | 2,322,083,516 | 4,378,070,000 | 73,913,327 | 57,622,497 | 2,491,703 | ||||
| Liabilities | - | - | - | - | - | ||||
| Loans | 198,185,930 | 997,423,000 | 15,575,000 | - | 463,240 | ||||
| Other non-current liabilities | 144,521,632 | 243,613,000 | 9,357,967 | - | 11,121 | ||||
| Non-current liabilities | 342,707,562 | 1,241,036,000 | 24,932,967 | - | 474,361 | ||||
| Loans | 171,613,095 | 210,175,000 | 6,419,272 | - | 26,262 | ||||
| Other current liabilities | 78,723,282 | 543,178,000 | 15,787,509 | 53,517,354 | 1,232,829 | ||||
| Total current liabilities | 250,336,377 | 753,353,000 | 22,206,781 | 53,517,354 | 1,259,091 | ||||
| Total liabilities | 593,043,939 | 1,994,389,000 | 47,139,748 | 53,517,354 | 1,733,452 | ||||
| Attributable to owners of the Company | 1,150,533,916 | 1,218,544,000 | 24,734,144 | 4,105,143 | 758,251 | ||||
| Non-controlling interests | 578,505,661 | 1,165,137,000 | 2,039,435 | - | - | ||||
| Total equity | 1,729,039,577 | 2,383,681,000 | 26,773,579 | 4,105,143 | 758,251 | ||||
| Total equity and liabilities | 2,322,083,516 | 4,378,070,000 | 73,913,327 | 57,622,497 | 2,491,703 |
| 30 Jun 2018 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Joint ventures | Sonae Sierra SGPS, SA (consolidated) |
ZOPT, SGPS, SA (consolidated) |
MDS,SGPS,SA (consolidated) |
Sohimeat, SA | Others | ||||
| Turnover | 75,692,256 | 758,604,000 | 27,423,119 | 133,524,373 | 1,805,588 | ||||
| Other operating income | 24,615,337 | 13,682,000 | 383,813 | 8,358,356 | 12,374 | ||||
| 100,307,593 | 772,286,000 | 27,806,932 | 141,882,729 | 1,817,962 | |||||
| Cost of goods sold and materials consumed | - | (27,597,000) | - | (128,047,206) | (287,659) | ||||
| External supplies and services | (28,805,474) | (81,470,000) | (13,075,833) | (5,265,621) | (750,546) | ||||
| Amortisation | (464,458) | (212,432,000) | (1,531,697) | (1,889,439) | (56,785) | ||||
| Other operating costs | (26,672,016) | (344,126,000) | (11,597,956) | (5,137,903) | (534,820) | ||||
| (55,941,948) | (665,625,000) | (26,205,486) | (140,340,169) | (1,629,810) | |||||
| Financial income | 4,244,720 | - | 61,591 | - | - | ||||
| Financial expense | (6,178,225) | (22,605,000) | (293,946) | (17,196) | (2,635) | ||||
| Financial results | (1,933,505) | (22,605,000) | (232,355) | (17,196) | (2,635) | ||||
| Results of joint ventures and associated companies |
65,789,462 | - | 47,432 | - | - | ||||
| Other income / expense | - | - | - | - | - | ||||
| Results before taxation | 108,221,601 | 84,056,000 | 1,416,523 | 1,525,365 | 185,517 | ||||
| Income taxation | (9,920,837) | (11,237,000) | (50,608) | (229,497) | 389 | ||||
| Consolidated net income/(loss) for the year | 98,300,764 | 72,819,000 | 1,365,915 | 1,295,867 | 185,906 | ||||
| Attributable to: | |||||||||
| Equity holders of the Parent Company | 58,937,367 | 37,944,000 | 1,061,500 | 1,295,867 | 185,906 | ||||
| Non-controlling interests | 39,363,397 | 34,875,000 | 304,415 | - | - | ||||
| 98,300,764 | 72,819,000 | 1,365,915 | 1,295,867 | 185,906 | |||||
| Other comprehensive income for the period | (32,869,000) | (68,275,000) | - | - | - | ||||
| Total comprehensive income for the period | 65,431,764 | 4,544,000 | 1,365,915 | 1,295,867 | 185,906 |
| 30 Jun 2017 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Joint ventures | Sonae Sierra SGPS, SA (consolidado) |
ZOPT, SGPS, SA (consolidado) |
MDS,SGPS,SA (consolidated) |
Sohimeat, SA | Others | |||
| Turnover | 89,463,606 | 762,416,000 | 23,560,265 | 126,259,554 | 1,863,201 | |||
| Other operating income | 23,460,934 | 6,953,000 | 287,616 | 18,835,878 | 20,150 | |||
| 112,924,540 | 769,369,000 | 23,847,881 | 145,095,432 | 1,883,351 | ||||
| Cost of goods sold and materials consumed | - | (21,466,000) | - | (117,830,608) | (293,044) | |||
| External supplies and services | (44,230,964) | (89,016,000) | (11,939,188) | (4,151,223) | (693,093) | |||
| Amortisation | (490,496) | (217,248,000) | (1,942,514) | (938,902) | (355,747) | |||
| Other operating costs | (26,775,954) | (364,402,000) | (10,830,087) | (22,210,539) | (525,634) | |||
| (71,497,414) | (692,132,000) | (24,711,789) | (145,131,272) | (1,867,518) | ||||
| Financial income | 3,350,257 | - | 46,512 | 43 | - | |||
| Financial expense | (7,198,404) | (12,778,000) | (506,442) | (18) | (1,827) | |||
| Financial results | (3,848,147) | (12,778,000) | (459,930) | 25 | (1,827) | |||
| Results of joint ventures and associated companies |
80,136,799 | 6,450,000 | 30,263 | - | (16) | |||
| Results before taxation | 117,715,778 | 70,909,000 | (1,293,575) | (35,815) | 13,990 | |||
| Income taxation | (11,132,626) | (7,326,000) | 103,874 | (365) | (1,897) | |||
| Consolidated net income/(loss) for the year | 106,583,152 | 63,583,000 | (1,189,701) | (36,180) | 12,093 | |||
| Attributable to: | ||||||||
| Equity holders of the Parent Company | 64,171,131 | 32,480,000 | (1,155,178) | (36,180) | 12,093 | |||
| Non-controlling interests | 42,412,021 | 31,103,000 | (34,523) | - | - | |||
| 106,583,152 | 63,583,000 | (1,189,701) | (36,180) | 12,093 | ||||
| Other comprehensive income for the period | (28,575,751) | 1,032,000 | - | - | - | |||
| Total comprehensive income for the period | 78,007,401 | 64,615,000 | (1,189,701) | (36,180) | 12,093 |
Summary financial information of associated companies of the Group can be analyzed as follows:
| 30 Jun 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Sonae Sports & Fashion |
||||||||
| Associates | Apor | Sempre a Postos |
S2 Mozambique |
Ulabox | ISRG | |||
| Non-current assets Current assets |
13,671 1,172,883 |
526,099 8,463,404 |
6,110,559 2,557,561 |
1,815,734 2,578,165 |
280,590,165 140,694,369 |
|||
| Non-current liabilities Current liabilities |
- 33,741 |
- 6,224,228 |
- 5,115,997 |
- 1,693,397 |
28,819,319 160,003,068 |
|||
| Equity | 1,152,813 | 2,765,275 | 3,552,123 | 2,700,502 | 232,462,147 |
| 31 Dec 2017 | |||||||
|---|---|---|---|---|---|---|---|
| Sonae MC | |||||||
| Associates | Apor | Sempre a Postos |
S2 Mozambique |
Ulabox | |||
| Non-current assets Current assets |
678,593 2,356,130 |
725,966 10,326,802 |
5,677,724 2,383,755 |
1,654,169 1,253,456 |
|||
| Non-current liabilities Current liabilities |
1,955,112 831,108 |
- 6,849,597 |
- 2,959,516 |
- 1,284,421 |
|||
| Equity | 248,503 | 4,203,171 | 5,101,963 | 1,623,204 |
| 30 Jun 2018 | |||||||
|---|---|---|---|---|---|---|---|
| Sonae IM | |||||||
| Associates | Armilar II | Armilar III | AVP I+I | Others | |||
| Non-current assets Current assets |
119,748,732 5,809,628 |
65,176,195 2,377,046 |
32,062,957 56,773 |
2,442,877 1,987,040 |
|||
| Non-current liabilities Current liabilities |
18,039,960 4,895,174 |
- 11,441,516 |
6,251,329 863,084 |
701,097 1,955,853 |
|||
| Equity | 102,623,226 | 56,111,725 | 25,005,317 | 1,772,967 |
| 31 Dec 2017 | |||||
|---|---|---|---|---|---|
| Sonae IM | |||||
| Associates | Armilar II | Armilar III | AVP I+I | Armilar | Others |
| Non-current assets Current assets |
91,385,627 1,356,789 |
66,583,123 3,111,491 |
32,012,958 46,268 |
19,431 4,889,088 |
1,696,324 4,321,426 |
| Non-current liabilities Current liabilities |
- 5,361,017 |
- 11,350,315 |
6,280,655 655,990 |
- 677,581 |
717,697 4,034,788 |
| Equity | 87,381,399 | 58,344,299 | 25,122,581 | 4,230,938 | 1,265,265 |
| 30 Jun 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Sonae MC | Sonae Sports & Fashion |
|||||||
| Associates | Apor | Sempre a Postos |
S2 Mozambique |
Ulabox | ISRG | |||
| Turnover | 179,594 | 26,658,928 | 3,583,716 | 2,522,473 | 116,462,417 | |||
| Other operating income | - | 1,419,778 | 133,649 | 101,945 | 578,333 | |||
| Cost of sales | - | (21,222,599) | (2,681,374) | (1,880,260) | (64,093,073) | |||
| External supplies and services | (162,969) | (5,423,018) | (1,438,956) | (774,795) | (21,810,232) | |||
| Amortisation | (1,095) | (204,258) | (271,494) | (128,928) | (5,487,937) | |||
| Operating costs | (112,952) | (284,115) | (984,727) | (734,112) | (30,592,939) | |||
| Financial results | 986 | 1,825 | (225,809) | - | (347,728) | |||
| Income tax expense | (29) | (215,263) | - | - | 699,391 | |||
| Net income/(loss) for the year | (96,465) | 731,278 | (1,884,995) | (893,677) | (4,591,768) | |||
| Other comprehensive income for the period | - | - | - | - | - | |||
| Total comprehensive income for the period | (96,465) | 731,278 | (1,884,995) | (893,677) | (4,591,768) |
| 30 Jun 2017 | |||||||
|---|---|---|---|---|---|---|---|
| Sonae MC | |||||||
| Associates | Sempre a Postos |
Ulabox | S2 Mozambique |
Others | |||
| Turnover | 26,547,125 | 4,758,931 | 977,768 | 364,710 | |||
| Other operating income | 1,728,996 | 192,553 | 24,112 | 14,877 | |||
| Cost of sales | (21,058,574) | (3,555,492) | (641,311) | (24,161) | |||
| External supplies and services | (5,375,347) | (2,101,406) | (490,141) | (209,267) | |||
| Amortisation | (206,322) | - | (28,108) | (167,923) | |||
| Operating costs | (225,740) | (874,127) | (265,919) | (1,168,309) | |||
| Financial results | 3,082 | - | 106,545 | (4,542) | |||
| Income tax expense | (319,171) | - | (24,199) | (1,253) | |||
| Net income/(loss) for the year | 1,094,049 | (1,579,541) | (341,253) | (1,195,868) | |||
| Other comprehensive income for the period | - | - | - | - | |||
| Total comprehensive income for the period | 1,094,049 | (1,579,541) | (341,253) | (1,195,868) |
| 30 Jun 2018 | |||||||
|---|---|---|---|---|---|---|---|
| Sonae IM | |||||||
| Associates | Armilar II | Armilar III | AVP I+I | Others | |||
| Turnover | - | - | - | 458,891 | |||
| Other operating income | 150,372,802 | 891,693 | 29,326 | 629,103 | |||
| Cost of sales | - | - | - | (207,405) | |||
| External supplies and services | (208,401) | (649,333) | (150,247) | (18,446) | |||
| Amortisation | - | - | - | (246,987) | |||
| Operating costs | (20,769,529) | (2,727,756) | (6,700) | (2,374,546) | |||
| Financial results | 33,695 | 139,988 | 10,357 | 45 | |||
| Income tax expense | - | - | - | - | |||
| Net income/(loss) for the year | 129,428,567 | (2,345,408) | (117,264) | (1,759,345) | |||
| Other comprehensive income for the period | - | - | - | - | |||
| Total comprehensive income for the period | 129,428,567 | (2,345,408) | (117,264) | (1,759,345) |
| 30 Jun 2017 | |||||
|---|---|---|---|---|---|
| Sonae IM | |||||
| Associates | Armilar II | Armilar III | AVP I+I | Armilar | Others |
| Turnover | 128,310 | - | 74,631 | 622,407 | 867,854 |
| Other operating income | - | - | - | - | 11,594 |
| Cost of sales | - | - | - | - | - |
| External supplies and services | (219,158) | (326,208) | (74,094) | (101,829) | - |
| Amortisation | - | - | - | (976) | (37,634) |
| Operating costs | (36,108) | (514,218) | (78) | (274,974) | (756,335) |
| Financial results | (80,345) | 62,720 | 22,317 | - | 3,225 |
| Income tax expense | - | - | - | (61,000) | (6,200) |
| Net income/(loss) for the year | (207,301) | (777,706) | 22,776 | 183,628 | 82,504 |
| Other comprehensive income for the period | - | - | - | - | - |
| Total comprehensive income for the period | (207,301) | (777,706) | 22,776 | 183,628 | 82,504 |
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 |
|
| Investments in joint ventures Balance as at 1 January |
757,716,434 | 565,777,065 | 1,323,493,499 | 716,500,627 | 566,650,040 | 1,283,150,667 |
| Change in consolidation method due the loss of control Equity method |
- | - | - | 35,237,454 | - | 35,237,454 |
| Gains or losses in joint ventures | 48,015,642 | - | 48,015,642 | 47,928,546 | - | 47,928,546 |
| Distributed dividends | (42,129,093) | - | (42,129,093) | (46,429,241) | - | (46,429,241) |
| Effect in equity capital and non-controlling interests |
(28,503,580) | - | (28,503,578) | (13,914,054) | - | (13,914,054) |
| 735,099,403 | 565,777,065 | 1,300,876,470 | 739,323,332 | 566,667,869 | 1,305,991,201 | |
| Investments in associates companies | ||||||
| Balance as at 1 January | 84,335,315 | 6,622,023 | 90,957,338 | 75,105,164 | 4,015,059 | 79,120,223 |
| Change in consolidation method due the loss of control (Note 4) |
78,085,756 | - | 78,085,756 | (532,545) | (481,659) | (1,014,204) |
| Capital increases during the period | 118,745 | - | 118,745 | 1,834,354 | - | 1,834,354 |
| Acquisitions during the period Equity method |
- | - | - | 2,250 | - | 2,250 |
| Gains or losses in associates companies | 61,207,265 | - | 61,207,265 | (1,380,481) | - | (1,380,481) |
| Distributed dividends | (542,293) | - | (542,293) | (829,823) | - | (829,823) |
| Effect in equity capital and non-controlling interests |
(288,892) | - | (288,892) | (4,962) | - | (4,962) |
| Return of invested capital | (16,477,366) | - | (16,477,366) | - | - | - |
| Others | (41,343,720) 165,094,810 |
- 6,622,023 |
(41,343,720) 171,716,833 |
- 74,193,957 |
- 3,533,400 |
- 77,727,357 |
| Total | 900,194,213 | 572,399,088 | 1,472,593,303 | 813,517,289 | 570,201,269 | 1,383,718,558 |
The effect on equity and non-controlled interests results fundamentally from the exchange rate conversion effect of companies with functional currencies other than the euro.
The amount of distributed dividends related to Investments in Joint Ventures refers to Sonae Sierra 24,873,210 euro (37,391,100 euro as at June 2017) and refers to ZOPT 17,255,883 euro (9,012,005 euro as at June 2017)
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 3.2 and 4); 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;
In March 2017, an increase in units of the Armilar III fund was approved, and Sonae IM subscribed and paid the amount of Euro 622,996, corresponding to 0.41%, in July 2017 a new increase of Armilar III fund, in which Sonae IM subscribed and paid in the amount of Euro 302,598, corresponding to 0.20% and in November 2017, another increase of units in the Armilar III fund was approved and Sonae IM subscribed and paid the amount of Euro 484,103, corresponding to 0.04%, and in the year ended at 31 March 2018 held a 42.64% stake in the Armilar III fund. Also in July 2017, there was a change in the number of units in the Armilar II fund due to the departure of one of the Shareholders, thus giving SonaeIM a 50.74% stake in the fund in the year ended at 30 June 2018.
During the period ended 30 June 2018, Sonae IM sold the entire participation (35%) of the Armilar Venture Partners - Sociedade de Capital de Risco, S.A. (Armilar).
In the period ended o 30 June 2018, the variation in the value of the proportion of capital relative to the return of invested capital and others results from the distribution of capital of the Fundo Armilar II following the last round of financing of Outsystems.
The consolidated financial statements of ZOPT have a significant exposure to the African market, particularly through financial investments that Group holds in associated companies operating in the Angolan and Mozambican markets, which are engaged in providing satellite and fiber television services. The book value of these associates in the financial statements of ZOPT on June 30, 2018 amounts to approximately Euro 120 million.
During the last quarter of 2017, Angola was considered a hyperinflationary economy, and the individual financial statements of the investees in Angola were restated (for consolidation purposes) in accordance with IAS 29 – Financial Reporting in Hyperinflationary Economies. During the first quarter of 2018, the effect of hyperinflation on the Angolan subsidiaries was adjusted again, while the kwanza recorded an exceptional devaluation against the euro of approximately 30%, which generated the recognition of foreign exchange losses on these subsidiaries.
In the exercise of 2017, the Group made impairment tests for those assets, which are denominated in the currencies of those countries, Kwanzas and Meticals, respectively, considering the business plans (internal valuation using the discounted cash flow method, compared to researches) approved by the Board of Directors for a five years' period, which include average growth rates of revenue for that period of 14.5% (Angola) and 8.1% (Mozambique). These
revenue growth rates reflects: (i) the best estimate for the growth of the customer base, reflecting an expectation of new clients and churn estimated rates, when considered prudent, and (ii) an annual price increase which corresponds, over the period 2017 to 2021, to an average of 75% of the inflation rate, since, considering the nature of the activity carried out by the companies, especially in Angola and in line with the price increases in previous years, it is not expected that companies will be able to reflect in their prices the total inflation in the country.
The business plans consider yet a growth rate in perpetuity of 9.5% (Angola) and 5.5% (Mozambique) and a discount rate ('Wacc') in perpetuity of 20.1% (Angola) and 21% (Mozambique). The discount rate, over the period 2018 to 2022 ranged from a maximum of 43.8% to a minimum of 20.1% (in 2022), for Angola, and from a maximum of 35% to a minimum of 21% (2022) in Mozambique, in line with the most appropriate inflation forecasts (source: International Monetary Fund (FMI)).
The impairment tests carried out in 2017, based on the assumptions above, disregarding the effect of the adjustment to the effects of hyperinflation in the amount of financial investment, support the value of the assets, so not result in additional impairments was recorded in relation to the effect of the hyperinflationary economy. However, that the current economic conditions of uncertainty in these markets, particularly in the foreign exchange market and the limitation of currency transfer, particularly in Angola, introduces an additional degree of variability to the assumptions, which could significantly impact of the estimates considered, in terms of the rate of inflation and the ability to reflect the rate in price increases. As of 30 June 2018, it was understood that the assumptions made in the impairment tests carried out in 2017 did not have material variations, therefore, there are no indications of additional impairments.
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 share 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 | |
| Sonae Retail | ||||||||
| 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 | |
| Sonae IM | ||||||||
| 1) | Advert.io, Ltd. | Aveiro | 7.23% | 3.26% | - | - | 150,000 | - |
| Arctic Wolf Networks, Inc | Delaware | 4.68% | 4.21% | 4.68% | 4.21% | 3,830,113 | 3,830,113 | |
| 1) | Binary Answer, Ltd. | Aveiro | 2.68% | 1.21% | - | - | 25,000 | - |
| Continuum Security SL | Saragoza | 6.66% | 5.99% | 6.66% | 5.99% | 299,802 | 299,802 | |
| 1) | Jscrambler, SA | Porto | 10.00% | 9.00% | - | - | 1,250,000 | - |
| 1) | Nextail | Delaware | 7.43% | 6.68% | - | - | 2,300,000 | - |
| 1) | Case on IT | Madrid | 12.01% | 10.80% | - | - | 2,280,000 | - |
| 1) | EGI Factory | Barcelona | 7.78% | 7.00% | - | - | 50,000 | - |
| Lusa - Agên. de Notícias de Portugal, SA | Lisbon | 1.38% | 1.24% | 1.38% | 1.24% | 35,462 | 35,462 | |
| Ometria, Ltd. | London | 4.54% | 4.08% | 4.54% | 4.08% | 854,165 | 854,165 | |
| 2) | StyleSage, Inc. | Delaware | 15.70% | 14.12% | 5.00% | 4.50% | 1,680,538 | 448,834 |
| Other investments | 13,350,984 | 13,020,226 | ||||||
| 27,041,237 | 19,423,775 |
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 (Notes 23 and 24).
During the period ended at 30 June 2018, the major acquisitions of Sonae IM are:
| 30 Jun 2018 | 30 Jun 2017 | |||
|---|---|---|---|---|
| Non-current | Current | Non-current | Current | |
| Other investments | ||||
| Fair value (net of impairment losses) as at 1 January | 19,423,775 | - | 20,784,450 | 161,050 |
| Increases in the period | 8,011,736 | - | 1,080,865 | - |
| Decreases in the period | (318,661) | - | - | - |
| Increase/(Decrease) in fair value | (24,244) | - | (43,874) | (161,050) |
| Discontinued operations | (51,369) | - | (8,029,934) | - |
| Fair value (net of impairment losses) as at 30 June | 27,041,237 | - | 13,791,507 | - |
| Derivative financial instruments (note 18) | ||||
| Fair value as at 1 January | - | 179,881 | - | 4,207,972 |
| Increase/(Decrease) in fair value | - | 1,416,548 | - | (3,722,780) |
| Fair value at 30 June | - | 1,596,429 | - | 485,192 |
| 27,041,237 | 1,596,429 | 13,791,507 | 485,192 |
As at 30 June 2018 and 2017, the movements in "Other investments" made up as follows:
On 30 June 2017, the financial interest in Ed Broking LLP was included in caption "Discontinued operations" which, was transferred to investments in associates through the loss of control in MDS, SGPS, S.A. as at 30 June 2017.
The Other non-current financial Investments are recorded at acquisition cost net of impairment losses. It is Sonae understanding that no reliable fair value estimate can be made as there is no market data available for these investments.
As at 30 June 2018 and at 31 December 2017, "Other non-current assets" are detailed as follows:
| 30 Jun 2018 | 31 Dec 2017 | |||||
|---|---|---|---|---|---|---|
| Gross Value | Accumulated impairment losses (note 23) |
Carrying Amount |
Gross Value | Accumulated impairment losses (note 21) |
Carrying Amount |
|
| Trade accounts receivable and other debtors | ||||||
| Legal deposits | 3,467,148 | - | 3,467,148 | 3,916,334 | - | 3,916,334 |
| Cautions | 4,165,584 | - | 4,165,584 | 5,120,591 | - | 5,120,591 |
| Special regime for payment of tax and social security debts |
6,181,878 | - | 6,181,878 | 6,397,435 | - | 6,397,435 |
| Rent deposits from tenants | 1,437,102 | - | 1,437,102 | 787,615 | - | 787,615 |
| Financial investments debtors | 1,000,000 | - | 1,000,000 | 1,000,000 | - | 1,000,000 |
| Debt to receive related to Armilar Funds | 1,274,358 | - | 1,274,358 | 2,778,017 | - | 2,778,017 |
| Amount retained on acquisition of Salsa group | 2,463,875 | - | 2,463,875 | 2,463,875 | - | 2,463,875 |
| Others | 646,216 | - | 646,216 | 463,340 | - | 463,340 |
| 20,636,161 | - | 20,636,161 | 22,927,207 | - | 22,927,207 | |
| Reinsurer's' share of technical provisions | 412,943 | - | 412,943 | 412,943 | - | 412,943 |
| Other non-current assets | 70,237 | - | 70,237 | 271,793 | - | 271,793 |
| 21,119,341 | - | 21,119,341 | 23,611,943 | - | 23,611,943 |
The amount disclosed as Special Regime for Payment of Tax and Social Security Debts corresponds to taxes paid, voluntarily, related to settlements of income tax on corporate income, which were already in judicial process. The judicial processes are still in progress, however the guarantees provided for the said processes were canceled. It is the Board of Directors understanding that the claims presented will have a favourable end to Sonae, reason why they were not object of provision.
As at 30 June 2018 and at 31 December 2017, "Trade accounts receivable and others current assets" are detailed as follows:
| 30 Jun 2018 | 31 Dec 2017 | |
|---|---|---|
| Trade receivable | 131,928,853 | 142,558,529 |
| Tax | 82,750,479 | 86,571,966 |
| Other receivables | ||
| Trade creditors - debtor balances | 33,072,176 | 37,512,048 |
| Dividends to be received of jointly controlled companies | 24,873,210 | - |
| VAT recoverable on real estate assets and vouchers discounts | 5,578,637 | 6,371,632 |
| Disposal of tangible assets | 2,184,394 | 2,142,406 |
| Vouchers and gift cards | 1,040,524 | 2,237,906 |
| Advances to suppliers | 4,202,395 | 697,627 |
| Disposal of financial investments | 3,319,738 | - |
| Other current assets | 25,524,979 | 20,902,355 |
| 99,796,053 | 69,863,974 | |
| Other current assets | ||
| Commercial income | 71,959,016 | 25,221,050 |
| Invoices to be issued | 14,339,880 | 8,807,168 |
| External supplies and services | 24,275,648 | 10,065,624 |
| Rents | 6,059,606 | 6,986,698 |
| Insurance indemnities | 100,462 | 122,335 |
| Other current assets | 11,586,075 | 12,865,520 |
| 128,320,687 | 64,068,395 | |
| Accumulated impairment losses in receivables accounts (note 21) | (20,068,009) | (19,746,469) |
| 422,728,063 | 343,316,395 |
"Deferred tax assets and liabilities" as at 30 June 2018 and at 31 December 2017 are as follows, split between the different types of 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 assets and intangible | 1,227,956 | 1,527,715 | 71,806,616 | 69,044,445 |
| Temporary differences on Badwill and on Equity Method | - | - | 15,324,473 | 10,243,448 |
| Provisions and impairment losses not accepted for tax purposes | 20,773,497 | 23,215,181 | - | - |
| 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 | - | - | 20,358,379 | 17,457,039 |
| Revaluation of tangible assets | - | - | 861,357 | 916,509 |
| Tax losses carried forward | 38,300,208 | 37,631,860 | - | - |
| Reinvested capital gains/(losses) | - | - | 289,954 | 302,963 |
| Tax Benefits | 4,560,689 | 986,686 | - | - |
| Others | 3,101,566 | 3,548,790 | 581,577 | 329,081 |
| 73,039,602 | 71,883,593 | 142,582,983 | 132,200,898 |
The Spanish Supreme Court decided in favour of Sonae 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 and 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.
On 30 June 2018, the tax benefit caption includes essentially amounts related to the tax credits in the with Sonae IM segment in the amount of 4,044,667 euros.
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 | ||||||
|---|---|---|---|---|---|---|---|
| Country | 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 | 1,186,143 | 249,090 | 2018 | 1,220,382 | 256,280 | 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 | 21,550,140 | 4,525,529 | 2028 | 21,550,140 | 4,525,529 | 2028 |
| Generated in 2017 | Portugal | 26,207,240 | 5,503,521 | 2022 | 21,264,154 | 4,465,472 | 2022 |
| Generated in 2018 | Portugal | 19,779,021 | 4,153,594 | 2023 | - | - | |
| 70,500,240 | 14,805,050 | 45,778,134 | 9,613,408 | ||||
| With a time limit different from the above mentioned | |||||||
| Spain | 3,464,916 | 866,229 | 2028 to 2029 | 3,464,916 | 866,229 | 2028 to 2029 | |
| United States of America | 8,048,567 | 2,293,842 | 2030 to 2035 | 7,823,749 | 2,229,769 | 2030 to 2035 | |
| Mexico | 2,861,231 | 858,369 | 2021 to 2027 | 2,178,019 | 653,406 | 2021 to 2027 | |
| 14,374,714 | 4,018,440 | 13,466,684 | 3,749,404 | ||||
| Without limited time use | |||||||
| Spain Brazil |
75,106,872 - |
19,476,718 - |
97,076,194 - |
24,269,048 - |
|||
| 75,106,872 | 19,476,718 | 97,076,194 | 24,269,048 | ||||
| 159,981,826 | 38,300,208 | 156,321,012 | 37,631,860 |
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's 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 dominant entity within the group of companies taxed in accordance with the Spanish regime for taxing groups of companies.
As at 30 June 2018, there are reportable tax losses, whose deferred tax assets are not recorded for prudence purposes and are analysed as follows:
| 30 Jun 2018 | 31 Dec 2017 | ||||||
|---|---|---|---|---|---|---|---|
| Country | 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 | 661,573 | 138,930 | 2018 | 21,578 | 4,531 | 2018 |
| Generated in 2014 | Portugal | 3,894,647 | 817,876 | 2026 | 3,538,124 | 743,006 | 2026 |
| Generated in 2015 | Portugal | 1,135,675 | 238,492 | 2027 | 534,927 | 112,335 | 2027 |
| Generated in 2016 | Portugal | 1,286,862 | 270,241 | 2028 | 49,793 | 10,457 | 2028 |
| Generated in 2017 | Portugal | 705,382 | 148,130 | 2022 | 570,677 | 119,842 | 2022 |
| Generated in 2018 | Portugal | 356,072 | 74,775 | 2023 | - | - | |
| 8,040,211 | 1,688,444 | 4,715,099 | 990,171 | ||||
| With a time limit different from the above mentioned | |||||||
| Colombia | 43,435 | 14,334 | 2019 to 2030 | - | - | ||
| Spain | 6,418,637 | 1,604,661 | 2020 to 2032 | 6,310,255 | 1,577,566 | 2020 to 2032 | |
| Netherlands | 46,190,174 | 11,487,543 | 2017 to 2025 | 56,209,973 | 13,987,824 | 2017 to 2025 | |
| Mexico | 3,057,978 | 917,391 | 2018 to 2027 | 2,294,563 | 688,368 | 2018 to 2027 | |
| United States of America | 3,542,112 | 1,009,502 | 2037 to 2038 | 2,499,672 | 712,405 | 2037 to 2038 | |
| 59,252,336 | 15,033,431 | 67,314,463 | 16,966,163 | ||||
| Without limited time use | |||||||
| Australia | 893,738 | 245,778 | 788,220 | 224,643 | |||
| Brazil | 18,097,008 | 6,152,983 | 18,980,307 | 6,453,304 | |||
| Colombia | 505,835 | 166,925 | 630,032 | 189,010 | |||
| Spain | 321,537,230 | 80,384,308 | 336,368,571 | 84,092,143 | |||
| Malta | 18,529 | 6,485 | 12,752 | 4,463 | |||
| United Kingdom | 4,522,742 | 859,321 | 4,324,097 | 821,578 | |||
| Ireland | 318,609 | 39,826 | 562,925 | 70,366 | |||
| 345,893,691 | 87,855,626 | 361,666,904 | 91,855,507 | ||||
| 413,186,238 | 104,577,501 | 433,696,466 | 109,811,841 |
As at 30 June 2018 and at 31 December 2017, the detail of "Cash and cash equivalents" are as follows:
| 30 Jun 2018 | 31 Dec 2017 | |
|---|---|---|
| Cash at hand | 10,165,141 | 10,467,637 |
| Bank deposits | 294,962,197 | 283,561,778 |
| Treasury applications | 48,199,089 | 70,559,700 |
| Cash and cash equivalents on the statement of financial position | 353,326,427 | 364,589,115 |
| Bank overdrafts (note 17) | (6,087,753) | (2,819,107) |
| Cash and cash equivalents on the statement of cash flows | 347,238,674 | 361,770,008 |
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 of 2,000,000,000 ordinary shares, which do not have the right to a fixed dividend, with a nominal value of 1 euro each.
On 15th November 2007, Sonae Holding sold 132,856,072 Sonae Holding shares directly owned by the Company. The shares were sold in a market operation at the unit price of 2.06 euro per share and resulted on a cash inflow (net of brokerage commissions) of 273,398,877 euro.
On the same date, Sonae Investments, BV wholly owned by Sonae Holding entered into a derivative financial instrument - Cash Settled Equity Swap - over a total of 132,800,000 Sonae Holding shares, representative of 6.64% of its capital.
This transaction has strictly financial liquidation, without any duty or right for the Company or any of its associated companies in the purchase of these shares. This transaction allows Sonae Investments BV to totally maintain the economic exposure to the sold shares.
In this context, although legally all the rights and obligations inherent to these shares have been transferred to the buyer. Sonae Holding did not derecognize their own shares, recording a liability in the caption "Other current liabilities" (Note 20). According to the interpretation made by Sonae of the IAS 39, applied by analogy to own equity instruments, the derecognition of own shares is not allowed as the group maintains the risks and rewards arising on the instruments sold.
Consequently, Sonae maintains in its capital acquisition cost of the shares that remain covered by the contract.
In November 2014, was made a renewal for an additional period of one year renewable automatically, keeping the remaining conditions unchanged. During the year of 2017 the Group requested the partial termination of the Cash Settled Equity Swap for 5,934,409 Sonae SGPS shares.
Considering the operations mentioned above, the liability recorded amounts to 103,207,055 euro (103,700,000 euro as at 31 December 2017) (Note 20) reflecting the market value of 100,210,733 Sonae SGPS shares (104.406.608 shares as at 31 de December 2017).
The value of these liabilities is adjusted at the end of each month by the effect of Sonae Holding share price variation being recognized a current asset/liability in order to present the right / obligation related to the receipt / financial liquidation that occurs on a monthly basis.
Additionally, the costs related to the "floating amount" based on the Euribor 1 month are recognized in the income statement.
The value to get established on the basis of dividends and reserves distributed by Sonae is credited in equity to offset the charge of the distribution.
As at 30 June 2018, the following entities held more than 20% of the subscribed share capital:
| Company | % |
|---|---|
| Efanor Investimentos, SGPS, SA and subsidiaries | 52.48 |
As at 30 June 2018 and 31 December 2017, "Non-controlling interests" are detailed as follows:
| 30 Jun 2018 | |||||
|---|---|---|---|---|---|
| Equity | Profit/(Loss) for the period |
Book value of non-controlling interests |
Proportion in income attributable to non-controlling interests |
Dividends attributable to non-controlling interests |
|
| Sonae Retail | |||||
| 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 | 63,061,215 | (859,424) | 30,294,920 | (183,325) | (1,326,684) |
| Sonae RP | 120,501,191 | 4,421,399 | 2,523,343 | 95,928 | (171,941) |
| Maxmat | 45,905,879 | 1,535,388 | 22,943,703 | 767,694 | - |
| Sonae IM | |||||
| Sonaecom, SGPS, SA (consolidated) | 1,055,464,204 | 64,186,697 | 107,645,652 | 6,284,397 | (1,135,219) |
| Sonae FS | - | - | - | - | - |
| Others | |||||
| Others | 3,502,951 | (2,677,380) | 261,839 | (326,105) | - |
| Total | 1,295,830,984 | 66,935,893 | 169,514,032 | 6,641,095 | (2,633,844) |
| 31 Dec 2017 | |||||||
|---|---|---|---|---|---|---|---|
| Equity | Profit/(Loss) for the period |
Book value of non-controlling interests |
Proportion in income attributable to non-controlling interests |
Dividends attributable to non-controlling interests |
|||
| Sonae Retail | |||||||
| Sonae MC | 3,666,888 | 766,953 | 4,592,402 | 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 | 124,016,739 | 15,965,998 | 2,601,245 | 336,708 | (408,900) | ||
| Maxmat | 44,394,344 | 4,198,323 | 22,187,936 | 2,099,161 | - | ||
| Sonae IM | |||||||
| Sonaecom, SGPS, SA (consolidated) | 1,012,610,908 | 26,239,058 | 104,097,279 | 2,739,449 | (2,442,162) | ||
| Sonae FS | |||||||
| MDS, SGPS, SA | - | 1,890,664 | - | 945,143 | (173,339) | ||
| Others | |||||||
| Others | 5,876,431 | (7,231,383) | 402,103 | (2,114,226) | - | ||
| Total | 1,261,191,889 | 50,387,456 | 167,809,994 | 8,455,156 | (4,074,876) |
Movements in non-controlling interests during the period ended as at 30 June 2018 and 2017 are as follows:
| 30 Jun 2018 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Sonae Retail | Sonae IM | Sonae FS | Others | Total | |||||
| Sonae MC | Worten | Sonae Sports & Fashion |
Sonae RP | Maxmat | Sonaecom, SGPS, SA (consolidated) |
MDS, SGPS, SA |
Others | Total | |
| Opening balance as at 1 January 2018 | 4,592,402 | 1,102,522 | 32,826,507 | 2,601,245 | 22,187,936 | 104,097,279 | - | 402,103 | 167,809,994 |
| Distributed income of Investment Funds | - | - | (1,326,684) | (171,941) | - | (1,135,219) | - | - | (2,633,844) |
| Constitution of subsidiaries | - | - | 80,000 | - | - | - | - | - | 80,000 |
| Change in currency translation reserve | - | - | - | - | - | 99,502 | - | 22,770 | 122,272 |
| Participation in other comprehensive income (net of tax) related to joint ventures and associated companies included in consolidation by the equity method |
- | - | - | - | - | (1,101,014) | - | - | (1,101,014) |
| Delivery of shares to employees to due the settle of the obligation |
- | - | - | (1,889) | (19,858) | - | - | - | (21,747) |
| Changes in hedging reserves | 174,989 | - | 137,018 | - | 6,220 | - | - | - | 318,227 |
| Change in the consolidation method (Note 4.1) | - | - | (1,211,039) | - | - | - | - | - | (1,211,039) |
| Variation in percentage of subsidiaries | - | - | - | - | - | (383,192) | - | - | (383,192) |
| Impact of applying IFRS 15 | - | - | - | - | - | (54,877) | - | - | (54,877) |
| Others | (27,844) | - | (27,557) | - | 1,711 | (161,224) | - | 163,071 | (51,843) |
| Profit for the period attributable to non-controlling interests |
156,403 | (153,897) | (183,325) | 95,928 | 767,694 | 6,284,397 | - | (326,105) | 6,641,095 |
| Close balance 30 June 2018 | 4,895,950 | 948,625 | 30,294,920 | 2,523,343 | 22,943,703 | 107,645,652 | - | 261,839 | 169,514,032 |
| 30 Jun 2017 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Sonae Retail | Sonae IM | Sonae FS | Others | Total | |||||
| Sonae MC | Worten | Sonae Sports & Fashion |
Sonae RP | Maxmat | Sonaecom, SGPS, SA (consolidated) |
MDS, SGPS, SA |
Others | Total | |
| Opening balance as at 1 January 2017 Disclosed Effect of restatement |
526,934 - |
801,820 - |
31,302,349 (1,731,680) |
2,783,406 - |
20,117,859 - |
102,772,762 - |
11,630,167 - |
836,569 - |
170,771,866 (1,731,680) |
| Opening balance as at 1 January 2017 Restated | 526,934 | 801,820 | 29,570,669 | 2,783,406 | 20,117,859 | 102,772,762 | 11,630,167 | 836,569 | 169,040,186 |
| Distributed dividends | - | - | (1,050,475) | (65,959) | - | (2,442,163) | - | (27,938) | (3,586,535) |
| Variation in percentage of subsidiaries | - | - | - | (980,015) | - | - | - | - | (980,015) |
| Change in currency translation reserve Participation in other comprehensive income (net of tax) related to joint ventures and associated companies included in consolidation by the equity method |
- - |
- - |
- - |
- - |
- - |
(137,618) 37,766 |
2,524,932 - |
6,289 - |
2,393,603 37,766 |
| Acquisition of subsidiaries (Note 4.2) | 1,461,569 | - | - | - | - | - | - | 1,461,569 | |
| Delivery of shares to employees to due the settle of the obligation |
- | - | - | - | (15,198) | - | 17,869 | (1,506) | 1,165 |
| Changes in hedging reserves | 18,781 | - | (162,049) | - | (90,137) | - | - | - | (233,405) |
| Change in the consolidation method (Note 4.1) | - | - | - | - | - | - | (13,440,828) | - | (13,440,828) |
| Others | 160,608 | - | - | - | - | (27,714) | (113,529) | 121,868 | 141,233 |
| Profit for the period attributable to non-controlling interests |
27,953 | (75,095) | 1,002,545 | 69,939 | 662,353 | 1,470,945 | (618,611) | (188,034) | 2,351,995 |
| Close balance 30 June 2017 | 2,195,845 | 726,725 | 29,360,690 | 1,807,371 | 20,674,877 | 101,673,978 | - | 747,248 | 157,186,734 |
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, SGPS, SA - commercial paper | 79,500,000 | 195,000,000 | 36,390,000 | 166,250,000 |
| Sonae SGPS, SA /2016/2023 | - | 50,000,000 | - | 50,000,000 |
| Sonae Investimentos, SGPS,SA - commercial paper | 86,700,000 | 334,500,000 | 7,500,000 | 182,500,000 |
| Sonae Investimentos affiliated /2014/2020 | - | 50,000,000 | - | 50,000,000 |
| Sonae Investimentos affiliated /2015/2020 | - | 20,000,000 | - | 20,000,000 |
| Sonae Investimentos affiliated /2015/2019 | 5,000,000 | 30,000,000 | 5,000,000 | 30,000,000 |
| Sonae Investimentos affiliated /2017/2022 | - | 31,000,000 | - | 31,000,000 |
| Sonae Investimentos affiliated /2017/2025 | - | 20,000,000 | - | - |
| Sonae Investimentos /2018 | 30,000,000 | - | ||
| Sonae Investimentos 2017/2018 | - | - | 100,000,000 | - |
| Sonae Holding affiliated /2014/2018 | 40,000,000 | - | 40,000,000 | - |
| Sonae Holding affiliated /2014/2021 | 10,000,000 | 20,000,000 | 10,000,000 | 20,000,000 |
| Others | 4,505,684 | 17,094,509 | 6,144,402 | 24,093,006 |
| 255,705,684 | 767,594,509 | 205,034,402 | 573,843,006 | |
| Bank overdrafts (Note 14) | 6,087,753 | - | 2,819,107 | - |
| Up-front fees beard with the issuance of borrowings | (56,522) | (317,536) | (105,502) | (402,455) |
| Bank loans | 261,736,915 | 767,276,973 | 207,748,007 | 573,440,551 |
| Bonds: | ||||
| Bonds Sonae SGPS/ 2015/2022 | - | 100,000,000 | - | 100,000,000 |
| Bonds Sonae SGPS/ 2016/2023 | - | 60,000,000 | - | 60,000,000 |
| Bonds Sonae Investments BV / 2014/2019 | 205,269,467 | - | - | 203,466,710 |
| 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 beard with the issuance of borrowings | (45,204) | (2,673,064) | (29,194) | (3,799,668) |
| Bonds | 213,224,263 | 441,326,936 | 57,970,806 | 643,667,042 |
| Other loans | 2,538,629 | 3,009,559 | 1,278,626 | 2,244,793 |
| Derivatives (Note 18) | 458,053 | - | 1,248,119 | - |
| Other loans | 2,996,682 | 3,009,559 | 2,526,745 | 2,244,793 |
| Obligations under finance leases | 793,704 | 629,836 | 832,895 | 881,956 |
| 478,751,564 | 1,212,243,303 | 269,078,453 | 1,220,234,342 |
In June 2014, a subsidiary of Sonae SGPS, SA issued bonds which may be convertible (Sonae Investments BV /2014/2019) in Sonae shares already issued and fully subscribed or to be later on issued.
The fair value of the Equity component of this compound instrument was valued at 22,313,000 euro and it was determined by an independent entity from Sonae, taking into consideration the fair value of similar non- convertible financial instruments, having been estimated a market interest rate to establish the amortized cost of this financial liability. The liability component is recorded at the amortized cost based on the market rate.
The Bonds were issued at par with a nominal value of 100,000, (2.105 euro per bond) with a maturity of 5 years and with a fixed coupon of 1.625% per year, paid in arrears and semi-annually.
The bonds can be converted at the request of the bondholder when the Sonae SGPS, SA share price, in accordance with the technical data sheet, exceeds 1,616 euro per share. This price is subject to adjustments in accordance with the market practices, in particular when the dividend exceeds 0.0280 euro per share.
It is estimated that the book value of all loans does not differ significantly from its fair value, determined based on discounted cash flows methodology, with the exception the convertible bond loan into shares whose fair value is determined by the market price at the balance sheet date.
Bonds and bank loans bear an average interest rate of 1.03% as at 30 June 2018 (1.27% as at 31 December 2017). Most of the bonds and bank loans have variable interest rates indexed to Euribor.
The derivatives are recorded at fair value (Note 18).
The loans face value, maturities and interests are as follows (including obligations under financial leases):
| 30 Jun 2018 | 31 Dec 2017 | |
|---|---|---|
| N+1 a) | 483,625,770 | 267,965,030 |
| N+2 | 188,555,464 | 266,186,915 |
| N+3 | 266,005,848 | 242,942,827 |
| N+4 | 293,615,858 | 296,490,957 |
| N+5 | 364,996,342 | 278,889,510 |
| After N+5 | 102,060,391 | 146,959,544 |
| 1,698,859,673 | 1,499,434,783 |
a) Includes amounts drawn under commercial paper programs.
The maturities above were estimated in accordance with the contractual terms of the loans, and taking into account Sonae's best estimated regarding their reimbursement date.
As at 30 June 2018, Sonae has, as detailed below, cash and cash equivalents in the amount of 353 million euro (365 million euro in as at 31 December 2017) and available credit lines 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 | 241,453,526 | 193,000,000 | 242,245,201 | 292,750,000 | |
| Agreed credit facilities | 256,260,000 | 732,500,000 | 257,955,242 | 753,750,000 |
Sonae uses exchange rate derivatives, essentially to hedge future cash flows that will occur in the next 12 months.
Therefore, Sonae entered 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, and 1,580,729 euro as assets (1,248,119 euro as liabilities and 179,881 euro as assets, as at 31 December 2017).
The accounting of the fair value for these financial instruments was made taking into consideration the present value at financial position statement 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 "Others 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 "Operational foreign currency exchange". The change in market value of derivative instruments when considered as speculation is recorded in the income statement under the caption "Other expenses".
Sonae does not have any interest rate hedging derivatives recorded as at 30 June 2018.
As at 30 June 2018 no contracts existed, related to interest rate and exchange rate derivatives simultaneously.
The fair value of derivatives is detailed as follows:
| Assets | Liabilities | ||||
|---|---|---|---|---|---|
| 30 Jun 2018 | 31 Dec 2017 | 30 Jun 2018 | 31 Dec 2017 | ||
| Hedging derivatives | |||||
| Interest rate | - | - | - | - | |
| Exchange rate | 1,580,729 | 179,881 | 458,053 | 1,248,119 | |
| 1,580,729 | 179,881 | 458,053 | 1,248,119 |
As at 30 June 2018 and 31 December 2017, "Other non-current liabilities" are detailed as follows:
| 30 Jun 2018 | 31 Dec 2017 | |
|---|---|---|
| Shareholders loans | 152,122 | 155,732 |
| Fixed assets suppliers | 1,239,521 | 1,151,347 |
| Other non-current liabilities | 1,591,231 | 1,771,080 |
| Deferral of the disposal of the extended warranties | 8,016,106 | 7,551,397 |
| Accruals and deferrals | 1,138,673 | 2,819,762 |
| Other non-current liabilities | 12,137,653 | 13,449,318 |
The carrying amount of "Other non-current liabilities" is estimated to be approximately its fair value.
As at 30 June 2018 and 31 December 2017, "Trade creditors and other current liabilities" were made up as follows:
| 30 Jun 2018 | 31 Dec 2017 | |
|---|---|---|
| Trade creditors | 1,073,288,068 | 1,192,499,941 |
| Tax | 73,819,175 | 98,367,443 |
| Other creditors | ||
| Fixed asset suppliers | 43,153,329 | 67,664,713 |
| Related undertakings | 1,837,963 | - |
| Other debts | 153,523,113 | 153,565,166 |
| 198,514,405 | 221,229,879 | |
| Other current liabilities | ||
| Employee benefits expense | 131,384,176 | 128,309,674 |
| Other external supplies and services | 36,245,268 | 39,766,899 |
| Deferred Revenue of warranty extension | 59,250,334 | 57,862,718 |
| Responsabilities assumed on sale of real state | 17,523,955 | 17,728,428 |
| Rentals | 5,220,748 | 7,028,035 |
| Marketing expenses | 11,752,060 | 15,660,724 |
| Advance receipts from trade receivables | 9,587,830 | 9,993,106 |
| Interest payable | 2,401,291 | 2,079,044 |
| Expenses on purchases | 3,912,704 | 4,133,909 |
| Insurance payable | 1,773,592 | 513,698 |
| Others | 12,946,384 | 14,911,586 |
| 291,998,322 | 297,987,821 | |
| 1,637,619,970 | 1,810,085,084 |
The caption "Other debts" includes:
103,207,055 euro (103,700,000 euro as at 31 December 2017) relating to the fair value of the shares covered by Sonae SGPS financial derivative referred to in Note 15;
12,889,465 euro (10,421,939 euro as at 31 December 2017) of attributed discounts not yet redeemed related to loyalty card "Cartão Cliente" not yet redeemed;
12,858,320 euro (16,150,935 euro as at 31 December 2017) related to vouchers, gift cards and discount tickets;
3,052,425 euro (3,447,882 euro as at 31 December 2017) related to amounts payable to Sonae Distribuição Brasil. SA buyer as result of responsibilities assumed with that entity.
Movements in "Provisions and accumulated impairment losses" over the period ended 30 June 2018 and 2017 are as follows:
| Caption | Saldo em 01 Jan 2018 |
Increase | Decrease | Discontinued operations Note 4.1 |
Balance as at 30 Jun 2018 |
|||
|---|---|---|---|---|---|---|---|---|
| Accumulated impairment losses on investments Impairment losses on fixed tangible assets (Note 6) Impairment losses on intangible assets Accumulated impairment losses on trade account receivables and other debtors (Note 12) Non current provisions Current provisions |
3,319,692 114,379,011 2,396,643 19,746,469 18,955,625 5,610,383 |
- - - 1,920,808 687,743 3,856,881 |
- (1,044,606) (437,639) (1,599,269) (1,406,870) (4,339,676) |
- (4,510,175) - - - - |
3,319,692 108,824,230 1,959,004 20,068,008 18,236,498 5,127,588 |
|||
| 164,407,823 | 6,465,432 | (8,828,060) | (4,510,175) | 157,535,020 | ||||
| Caption | Saldo em 01 Jan 2017 |
Increase | Decrease | Discontinued operations Note 4.1 |
Entries in the perimeter |
Balance as at 30 Jun 2017 |
||
| Accumulated impairment losses on investments | 9,054,576 | 21,906 | (11,294) | (8,683,892) | - 381,296 |
|||
| Impairment losses on fixed tangible assets Impairment losses on intangible assets |
119,100,221 2,638,761 |
382,139 | - | (3,241,479) (235,771) |
- (382,139) |
169,244 | 116,027,986 - 2,402,990 |
|
| Accumulated impairment losses on trade account receivables | 17,871,034 | 1,677,598 | (1,962,043) | (45,178) | - 17,541,411 |
|||
| Non current provisions Current provisions |
25,848,118 3,558,708 |
469,729 | - | (2,992,213) (215,427) |
(3,754,291) (166,020) |
- 19,571,343 - 3,177,261 |
||
| 178,071,418 | 2,551,372 | (8,658,227) | (13,031,520) | 169,244 | 159,102,287 |
As at 30 June 2018 and 31 December 2017, provision's details can be analyzed as follows:
| 30 Jun 2018 | 31 Dec 2017 | |
|---|---|---|
| Technical provisions on reinsurance | 1,499,757 | 786,208 |
| Future liabilities relating to subsidiaries of retail in Brazil sold |
8,643,067 | 7,358,151 |
| Clients guarantees | 681,110 | 1,056,471 |
| Judicial claims | 2,442,064 | 4,577,787 |
| Contingent liabilities related to subsidiaries acquired | 7,811,959 | 7,811,959 |
| Others | 2,232,342 | 2,975,432 |
| 23,364,086 | 24,566,008 |
Impairment losses are deducted from the book value of the corresponding asset.
Balances and transactions with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | ||||
|---|---|---|---|---|---|
| Transactions | 30 Jun 2018 | 30 Jun 2017 | 30 Jun 2018 | 30 Jun 2017 | |
| Parent Company | 127,177 | 93,689 | 288,717 | 332,966 | |
| Jointly controlled companies | 14,166,783 | 21,450,754 | 158,086,256 | 143,034,781 | |
| Associated companies | 17,459,025 | 17,400,250 | 677 | - | |
| Related parties,shareholders and investees | 28,088,775 | 25,655,254 | 8,175,070 | 8,326,293 | |
| 59,841,760 | 64,599,947 | 166,550,720 | 151,694,040 |
| Interest income | Interest expenses | |||||
|---|---|---|---|---|---|---|
| Transactions | 30 Jun 2018 | 30 Jun 2017 | 30 Jun 2018 | 30 Jun 2017 | ||
| Parent Company | - | - | - | 16,651 | ||
| Jointly controlled companies | 98 | 159 | - | - | ||
| Associated companies | 13,479 | 4,585 | - | - | ||
| Other related parties | - | - | - | - | ||
| 13,577 | 4,744 | - | 16,651 |
| Accounts receivable | Accounts payable | |||
|---|---|---|---|---|
| Balances | 30 Jun 2018 | 31 Dec 2017 | 30 Jun 2018 | 31 Dec 2017 |
| Parent Company | 26,989 | 51,947 | 268,647 | 512,593 |
| Jointly controlled companies | 37,718,470 | 14,904,259 | 73,117,810 | 42,584,035 |
| Associated companies | 10,545,878 | 8,479,551 | (6,078) | 1,843 |
| Other related parties | 13,729,502 | 19,066,434 | 7,483,595 | 7,631,440 |
| 62,020,839 | 42,502,191 | 80,863,974 | 50,729,911 |
| Loans | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Obtained | Granted | ||||||||
| Balances | 30 Jun 2018 | 31 Dec 2017 | 30 Jun 2018 | 31 Dec 2017 | |||||
| Jointly controlled companies | - | - | - | - | |||||
| Associated companies | - | - | - | - | |||||
| Other related parties | 152,569 | 160,586 | 3,570 | 3,570 | |||||
| 152,569 | 160,586 | 3,570 | 3,570 |
As at 30 June 2018 and 2017, the caption "Other Income" is made up as follow:
| 30 Jun 2018 | 30 Jun 2017 Restated |
|
|---|---|---|
| Supplementary income | 11,220,989 | 13,192,694 |
| Prompt payment discounts obtained | 12,168,286 | 11,676,534 |
| Foreign currency exchange gains | 10,077,548 | 9,795,848 |
| Own work capitalised | 6,988,787 | 7,251,192 |
| Gains on sales of assets | 295,608 | 207,673 |
| Impairment losses reversals | 3,714,602 | 1,633,659 |
| Others | 2,193,913 | 2,163,061 |
| 46,659,733 | 45,920,661 |
The income taxes recognized in the six-month period ended on 30 June 2018 and 2017 are detailed as follows:
| 30 Jun 2018 | 30 Jun 2017 Restated |
|
|---|---|---|
| Current tax | 9,035,869 | (2,625,093) |
| Deferred tax | 7,429,501 | (11,839,104) |
| 16,465,370 | (14,464,197) |
As at 30 June 2018 and 2017, cash receipts and cash payments related to investments can be detailed as follows:
| Receipts | 30 Jun 2018 | 30 Jun 2017 |
|---|---|---|
| Disposal of Sport Zone participation (Nota 4.1) | 28,628,150 | - |
| Receivable related to Armilar II Funds (Note 9.3) | 16,477,366 | - |
| Account receivable related to the disposal of Imoconti in 2016 | - | 21,009,032 |
| Others | 290,915 | - |
| 45,396,431 | 21,009,032 |
| Payments | 30 Jun 2018 | 30 Jun 2017 |
|---|---|---|
| Subscription of JD Sprinter shares (Note 4.1) | 26,546,230 | - |
| Acquisition of Nextel (Note 4.2) | 2,684,250 | - |
| Acquisition of Nextail (Note 10) | 2,300,000 | - |
| Acquisition of Case on IT (Note 10) | 2,280,000 | - |
| Acquisition of Jscrambler (Note 10) | 1,250,000 | - |
| Capital increase of Style Sage (Note 10) | 812,414 | - |
| Acquisition of Amor Bio, Mercado Biológico, Lda | 550,266 | - |
| Acquisition of Brio, SA | - | 752,929 |
| Acquisition of GoWell, SA | - | 1,382,743 |
| Capital increase of Ulabox, SL | - | 499,839 |
| Capital increase of Movvo | - | 255,780 |
| Capital increase of FCRESVIII Fund | - | 622,996 |
| Acquisition of Probe.ly | - | 199,983 |
| Acquisition of OMETRIA, Ltd | - | 854,165 |
| Additional paid in capital in S2 Mozambique SA | 118,745 | 435,739 |
| Others | 1,100,637 | 69,171 |
| 37,642,542 | 5,073,345 |
Earnings per share for the period were calculated taking into consideration the following amounts:
| 30 Jun 2018 | 30 Jun 2017 Restated | ||||
|---|---|---|---|---|---|
| Continuing Operations |
Discontinued Operations |
Continuing Operations |
Discontinued Operations Restated (Note 3) |
||
| Net profit Net profit taken into consideration to calculate basic earnings per share (consolidated profit for the period) |
88,544,257 | 9,286,704 | 66,338,916 | 6,553,670 | |
| Effect of dilutive potential shares Interest related to convertible bonds (net of tax) |
- 4,071,024 |
- - |
- 3,959,126 |
- - |
|
| Net profit taken into consideration to calculate diluted earnings per share | 92,615,281 | 9,286,704 | 70,298,042 | 6,553,670 | |
| Number of shares | |||||
| Weighted average number of shares used to calculate basic earnings per share |
1,895,593,392 | 1,895,593,392 | 1,889,658,983 | 1,889,658,983 | |
| Effect of dilutive potential ordinary shares from convertible bonds | 127,113,527 | 127,113,527 | 127,113,527 | 127,113,527 | |
| Outstanding shares related with share based payments | 10,310,145 | 10,310,145 | 13,649,823 | 13,649,823 | |
| Shares related to performance bonus that can be bought at market price | (2,251,699) | (2,251,699) | (8,800,105) | (8,800,105) | |
| Weighted average number of shares used to calculate diluted earnings per share |
2,030,765,365 | 2,030,765,365 | 2,021,622,228 | 2,021,622,228 | |
| Earnings per share | |||||
| Basic | 0.046711 | 0.004899 | 0.035106 | 0.003468 | |
| Diluted | 0.043601 | 0.004573 | 0.032815 | 0.003242 |
In the Management Report, and for the purposes of the purposes of calculating financial indicators as EBIT, EBITDA and Underlying EBITDA the consolidated income statements is divided between Direct Income and Indirect Income.
The Indirect Income includes the contribution of Sonae Sierra, net of taxes that result from: (i) valuation of investment properties; (ii) gains (losses) with the sale of financial investments, joint ventures or associates; (iii) impairment losses relating to non-current assets (including Goodwill) and (iv) provisions for assets at risk. Additionally and with regard to the portfolio of Sonae, it includes: (i) impairment of real estate assets for retail, (ii) decreases in Goodwill, (iii) negative Goodwill (net of taxes) related to acquisitions in the financial year, (iv) provisions (net of tax) for possible future liabilities, and impairments related to noncore investments, businesses and discontinued assets (or to be discontinued / repositioned), (v) valuation results based on the methodology "mark-to-market" of other current investments that will be sold or traded in the near future and (vi) other irrelevant issues.
The value of EBITDA and EBIT are calculated in the direct income component, i.e. excluding the indirect contributions.
The reconciliation between the two presentation formats for the consolidated income statement for the periods ended 30 June 2018 and 2017 can be summarized as follows:
| 30 Jun 2018 | 30 Jun 2017 Restated | ||||||
|---|---|---|---|---|---|---|---|
| Consolidated | Indirect Income |
Direct Income |
Consolidated | Indirect Income |
Direct Income |
||
| Turnover Investment income |
2,679,824,039 | - | 2,679,824,039 | 2,514,847,112 | - | 2,514,847,112 | |
| Dividends | 100,450 | - | 100,450 | 130,138 | - | 130,138 | |
| Impairment losses | 15,900 | - | 15,900 | - | - | - | |
| Others | 117,874 | - | 117,874 | (7,043) | - | (7,043) | |
| Other income | |||||||
| Provisions for warranty extensions Impairment losses reversal |
1,921,006 1,796,838 |
- - |
1,921,006 1,796,838 |
13,125 1,635,267 |
- - |
13,125 1,635,267 |
|
| Others | 42,941,889 | - | 42,941,889 | 44,272,269 | - | 44,272,269 | |
| Total income | 2,726,717,996 | - | 2,726,717,996 | 2,560,890,868 | - | 2,560,890,868 | |
| Total expenses | (2,594,125,796) | (1,257,167) | (2,592,868,630) | (2,436,791,958) | (368,111) | (2,436,423,847) | |
| Depreciation and amortisation | (100,288,375) | - | (100,288,375) | (91,766,799) | - | (91,766,799) | |
| Non-recurring impairment losses over inventories | (1,680,504) | - | (1,680,504) | (1,751,564) | - | (1,751,564) | |
| Provisions and impairment | - | - | - | - | - | - | |
| Provisions for warranty extensions | (1,545,645) | - | (1,545,645) | - | - | - | |
| Others | (4,506,292) | (3,062,236) | (1,444,056) | (1,548,225) | - | (1,548,225) | |
| Profit before financial results and share of results | 24,571,383 | (4,319,403) | 28,890,786 | 29,032,322 | (368,111) | 29,400,433 | |
| in associated companies | |||||||
| Non-recurring Profit/(Loss) | (6,444,258) | - | (6,444,258) | (5,339,214) | - | (5,339,214) | |
| Financial profit/(loss) Share of results in joint ventures and associated undertakings |
(15,777,890) | - | (15,777,890) | (17,038,665) | - | (17,038,665) | |
| Sonae Sierra | 29,468,673 | 12,965,418 | 16,503,255 | 32,085,566 | 16,991,350 | 15,094,216 | |
| Armilar Venture Funds | 64,510,028 | 64,510,028 | - | (269,649) | (269,649) | - | |
| ZOPT | 18,992,500 | - | 18,992,500 | 16,240,000 | - | 16,240,000 | |
| Others | (3,748,294) | - | (3,748,294) | (1,534,478) | - | (1,534,478) | |
| Profit before income tax | 111,572,142 | 73,156,044 | 38,416,098 | 53,175,882 | 16,353,590 | 36,822,292 | |
| Income tax | (16,465,370) | (16,692,601) | 227,231 | 14,464,197 | - | 14,464,197 | |
| Profit/(Loss) from continuing operations | 95,106,772 | 56,463,443 | 38,643,329 | 67,640,079 | 16,353,590 | 51,286,489 | |
| Profit/(Loss) from discontinued operations | 9,365,284 | 11,090,755 | (1,725,471) | 7,604,502 | 16,220,165 | (8,615,663) | |
| Net profit for the period | 104,472,056 | 67,554,198 | 36,917,858 | 75,244,581 | 32,573,755 | 42,670,826 | |
| Attributable to equity holders of Sonae | 97,830,961 | 67,554,198 | 30,276,763 | 72,892,586 | 30,221,760 | 42,670,826 | |
| Non-controlling interests | 6,641,095 | - | 6,641,095 | 2,351,995 | 2,351,995 | - | |
| "Underlying" EBITDA (b) | 130,406,433 | 122,701,615 | |||||
| Direct EBITDA (a) | 153,984,164 | 138,546,477 | |||||
| Direct EBIT (c) | 52,368,067 | 45,115,156 |
(c) EBIT = EBT financial results dividends;
(d) EBT = Direct results before non-controlling interests and taxes;
The accompanying consolidated financial statements were approved by the Board of Directors on 22 August 2018.
In 14 July 2018, Sonae hereby announces that it has entered into an agreement with Grosvenor Group for the acquisition of a 20% stake of Sonae Sierra, SGPS, SA for a total estimated consideration of 255 million euros. Sonae Sierra is an international retail real estate company dedicated to developing, managing and investing in sustainable retail assets as well as to providing investment, development and property management services.
Sonae Sierra manages and co-owns a 7 billion euro portfolio (open market value) of 46 shopping centres in Europe and South America with a total GLA of 1.9 million m2. This transaction enables Sonae to reinforce its participation and influence over a leading player in the retail real estate sector, while increasing the international profile of the group. Grosvenor Group will continue to be Sonae's strategic partner in Sonae Sierra, whilst retaining adequate exit rights for a minority shareholder. The completion of the transaction is subject to anti-trust approval.
Group companies included in the consolidated financial statements, their head offices and percentage of share capital held by Sonae as at 30 June 2018 and 31 December 2017 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 Jun 2018 | 31 Dec 2017 | ||||||
| COMPANY | Head Office | Direct* | Total* | Direct* | Total* | ||
| Sonae - SGPS, S.A. | Maia | HOLDING | HOLDING | HOLDING | HOLDING | ||
| Sonae MC | |||||||
| 1) | Amor Bio, Mercado Biológico, Lda | a) | Lisbon (Portugal) | 100.00% | 100.00% | - | - |
| BB Food Service, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Bom Momento - Restauração, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Brio – Produtos de Agricultura Biológica, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Continente Hipermercados, SA | a) | Oeiras (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Elergone Energias, Lda | a) | Matosinhos (Portugal) | 75.00% | 75.00% | 75.00% | 75.00% | |
| Farmácia Selecção, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Go Well – Promoção de Eventos, Caterings e Consultoria, SA |
a) | Lisbon (Portugal) | 51.00% | 51.00% | 51.00% | 51.00% | |
| MCCARE – Serviços de Saúde, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Make Notes Design, Lda | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Marcas MC, zRT | a) | Budapest (Hungary) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Continente Hipermercados, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Pharmaconcept – Actividades em Saúde, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Pharmacontinente - Saúde e Higiene, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| SK – Skin Health Cosmetics, S.A. | a) | Oeiras (Portugal) | 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 (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Worten Canarias, SL | a) | Tenerife (Spain) | 60.00% | 60.00% | 60.00% | 60.00% | |
| Worten - Equipamento para o Lar, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% |
| Worten España Distribución, S.L. | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| 2) | Wrt Business – Distribuição de eletrodomésticos, eletrónica e informática, S.A., |
a) | Matosinhos (Portugal) | 100.00% | 100.00% | - | - |
| Sports and Fashion | |||||||
| Bright Brands SportsGoods, SA | a) | Matosinhos (Portugal) | 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 (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fashion Division Canarias, 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) | Bogota (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 Rusia | a) | Moscow (Russia) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Losan Tekstil Urunleri V e Dis Ticaret, L.S. | a) | Istanbul (Turkey) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modalfa - Comércio e Serviços, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Modalfa Canarias, SL | a) | Tenerife (Spain) | 60.00% | 30.00% | - | - |
| Modalloop - Vestuário e Calçado, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Salsa 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% | 99.99% | 50.00% | |
| Salsa Luxembourg, Sàrl | b) | Luxembourg | 100.00% | 50.00% | 100.00% | 50.00% | |
| 3) | SDSR – Sports Division SR, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% |
| 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% | |
| 3) | Sport Zone Canarias, SL | a) | Tenerife (Spain) | 60.00% | 60.00% | 60.00% | 60.00% |
| 3) | Sport Zone España - Comércio de Articulos de Deporte, SA |
a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
|---|---|---|---|---|---|---|---|
| Sport Zone spor malz.per.satis ith.ve tic.ltd.sti | a) | Istanbul (Turkey) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Têxtil do Marco, SA | a) | Marco de Canaveses (Portugal) |
92.76% | 92.76% | 92.76% | 92.76% | |
| Usebti Textile México S.A. de C.V. | a) | Mexico City (Mexico) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Zippy - Comércio e Distribuição, SA | a) | Matosinhos (Portugal) | 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) | Istanbul (Turkey) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae RP | |||||||
| Arat Inmuebles, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Asprela Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Azulino Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Bertimóvel - Sociedade Imobiliária, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Canasta - Empreendimentos Imobiliários, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Chão Verde - Sociedade de Gestão Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Citorres - Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Contimobe - Imobiliária de Castelo de Paiva, SA | a) | Castelo de Paiva (Portugal) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Cumulativa - Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fozimo - Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fundo de Investimento Imobiliário Fechado Imosede | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fundo de Investimento Imobiliário Imosonae Dois | a) | Maia (Portugal) | 98.00% | 98.00% | 98.00% | 98.00% | |
| Igimo – Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Iginha – Sociedade Imobiliária, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoestrutura – Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imomuro – Sociedade Imobiliária, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoresultado – Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imosistema – Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| MJLF - Empreendimentos Imobiliários, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Hiper Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Ponto de Chegada – Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Predicomercial - Promoção Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% |
| Predilugar- Promoção Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Selifa - Empreendimentos Imobiliários de Fafe, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sempre à Mão - Sociedade Imobiliária, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sesagest - Proj.Gestão Imobiliária, SA | a) | Porto (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Socijofra - Sociedade Imobiliária, SA | a) | Gondomar (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sociloures - Sociedade Imobiliária, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonaerp - Retail Properties, SA | a) | Porto (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sondis Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Valor N, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Maxmat | |||||||
| Modelo - Distribuição de Materiais de Construção, SA | b) | Maia (Portugal) | 50.00% | 50.00% | 50.00% | 50.00% | |
| Sonae IM | |||||||
| Bright Development Studio, SA | a) | Lisbon (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| Bright Ventures Capital SCR | a) | Lisbon (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| Bright Vector I – Fundo Capital de Risco | a) | Lisbon (Portugal) | 50.13% | 45.10% | 50.13% | 45.10% | |
| Cape Tecnologies Limited | a) | Dublin (Ireland) | 100.00% | 89.97% | 100.00% | 89.97% | |
| Digitmarket - Sistemas de Informação, SA | a) | Maia (Portugal) | 75.00% | 67.47% | 75.10% | 67.56% | |
| Inovretail, SA | a) | Maia (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| 1) | Mxtel SA de CV | a) | Mexico City (Mexico) | 100,00% | 72,78% | - | - |
| 1) | Nextel, SA | a) | Bilbao (Spain) | 100,00% | 72,78% | - | - |
| Praesidium Services Limited | a) | Berkshire (U.K.) | 100.00% | 89.97% | 100.00% | 89.97% | |
| S21 Sec Brasil, Ltda | a) | São Paulo (Brazil) | 99.99% | 89.96% | 99.99% | 89.96% | |
| S21 Sec Gestion, SA | a) | Navarra (Spain) | 80.90% | 72.78% | 100.00% | 89.97% | |
| S21 Sec Information Security Labs, S.L. | a) | Navarra (Spain)) | 100.00% | 72.78% | 100.00% | 89.97% | |
| S21 Sec SA de CV | a) | Mexico City (Mexico) | 100.00% | 72.78% | 100.00% | 89.97% | |
| S21SEC Portugal – Cybersecurity and Intelligence Services, SA |
a) | Maia (Portugal) | 100.00% | 72.78% | 100.00% | 89.97% | |
| Saphety – Transacciones Electronicas SAS | a) | Bogota (Colombia) | 100.00% | 78.27% | 100.00% | 78.27% | |
| Saphety Brasil Transações Electrônicas Lda | a) | São Paulo (Brazil) | 100.00% | 78.27% | 100.00% | 78.27% | |
| Saphety Level - Trusted Services, SA | a) | Maia (Portugal) | 86.99% | 78.27% | 86.99% | 78.27% | |
| Sonaecom-Cyber Security and Int., SGPS, SA | a) | Maia (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| Sonaecom - Serviços Partilhados, SA | a) | Maia (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| Sonaecom, SGPS, SA | a) | Maia (Portugal) | 90.15% | 89.97% | 90.15% | 89.97% | |
|---|---|---|---|---|---|---|---|
| Sonae Investment Management - Software and Technology, SGPS, SA |
a) | Maia (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| Tecnológica Telecomunicações, Ltda | a) | Rio de Janeiro (Brazil) | 99.99% | 89.87% | 99.99% | 89.87% | |
| We Do Brasil Soluções Informáticas, Ltda | a) | Rio de Janeiro (Brazil) | 99.91% | 89.88% | 99.91% | 89.88% | |
| We Do Consulting - Sistemas de Informação, SA | a) | Maia (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| 4) | We Do Technologies España, SL | a) | Madrid (Spain) | 100.00% | 89.97% | 100.00% | 89.97% |
| We Do Technologies (UK) Limited | a) | Berkshire (U.K.) | 100.00% | 89.97% | 100.00% | 89.97% | |
| We Do Tecnologies Americas, Inc. | a) | Delaware (USA) |
100.00% | 89.97% | 100.00% | 89.97% | |
| We Do Technologies Australia PTY Limited | a) | Sydney (Australia) | 100.00% | 89.97% | 100.00% | 89.97% | |
| We Do Technologies Egypt Limited Liability Company | a) | Cairo (Egypt) | 100.00% | 89.97% | 100.00% | 89.97% | |
| We Do Technologies Mexico S. de RL | a) | Mexico City (Mexico) | 100.00% | 89.97% | 100.00% | 89.97% | |
| We Do Tecnologies BV | a) | Amsterdam (Netherlands) |
100.00% | 89.97% | 100.00% | 89.97% | |
| Sonae FS | |||||||
| 5) | SFS – Gestão e Consultoria, SA | a) | Maia (Portugal | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Financial Services, S.A. | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Others | |||||||
| Libra Serviços, Lda | a) | Funchal (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Continente International Trade, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| 6) | Modelo Continente SGPS, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% |
| PCJ-Público, Comunicação e Jornalismo, SA | a) | Maia (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| Público - Comunicação Social, SA | a) | Porto (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| 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) | Amsterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae Center Serviços II, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae Investments, BV | a) | Amsterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| 7) | Sonae MC, SGPS, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae RE, SA | a) | Luxembourg | 99.92% | 99.92% | 99.92% | 99.92% | |
| Sonaecenter Serviços, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% |
| 8) | Sonae – Shared Service Center, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% |
|---|---|---|---|---|---|---|---|
| Sontel, BV | a) | Amsterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae MC S2 Africa Limited | a) | La Valletta (Malta) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae SR Malta Holding Limited | a) | La Valletta (Malta) | 100.00% | 100.00% | 100.00% | 100.00% | |
| SONAESR – Serviços e Logística, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonaegest - Soc.Gest.Fundos Investimentos, SA | a) | Maia (Portugal) | 100.00% | 90.00% | 100.00% | 90.00% | |
| Sonvecap, BV | a) | Amsterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Tlantic, BV | a) | Amsterdam (Netherlands) |
70.71% | 70.71% | 70.71% | 70.71% | |
| Tlantic Portugal - Sistemas de Informação, SA | a) | Maia (Portugal) | 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(s) which hold(s) a participation, hold(s) this participation directly in the share capital of that company.
These entities are consolidated using the full consolidation method.
Joint ventures and associates, their head offices and percentage of share capital held by Sonae as at 30 June 2018 and 31 December 2017 are as follows:
| Percentage of capital held | ||||||
|---|---|---|---|---|---|---|
| 30 Jun 2018 | 31 Dec 2017 | |||||
| COMPANY | Head Office | Direct* | Total* | Direct* | Total* | |
| Sonae MC | ||||||
| Sohi Meat Solutions- Distribuição de Carnes, SA | Santarém (Portugal) | 50.00% | 50.00% | 50.00% | 50.00% | |
| Sonae Sierra | ||||||
| 3shoppings - Holding, SGPS, SA | Maia (Portugal) | 20.00% | 10.00% | 20.00% | 10.00% | |
| 8ª Avenida Centro Comercial, SA | Maia (Portugal) | 100.00% | 11.25% | 100.00% | 11.25% | |
| Aegean Park Constructions Real Estate and Development, SA | Atenas (Greece) | 100.00% | 25.00% | 100.00% | 25.00% | |
| ALBCC – Albufeirashopping – Centro Comercial, SA | Maia (Portugal) | 100.00% | 11.25% | 100.00% | 11.25% | |
| ALBRP Albufeira Retail Park, Lda | Maia (Portugal) | 100.00% | 5.00% | 100.00% | 5.00% | |
| Albufeira RP (Luxembourg) 1, Sarl | Luxembourg | 100.00% | 5.00% | 100.00% | 5.00% | |
| Albufeira RP (Luxembourg) 2, Sarl | Luxembourg | 100.00% | 5.00% | 100.00% | 5.00% | |
| ALEXA Asset GmbH & Co, KG | Dusseldorf (Germany) | 9.00% | 4.50% | 9.00% | 4.50% | |
| ALEXA Holding GmbH | Dusseldorf (Germany) | 100.00% | 50.00% | 100.00% | 50.00% | |
| ALEXA Shopping Centre GmbH | Dusseldorf (Germany) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Algarveshopping - Centro Comercial, SA | Maia (Portugal) | 100.00% | 5.00% | 100.00% | 5.00% | |
| Area Sur Shopping, S.L | Madrid (Spain) | 15.00% | 7.50% | 15.00% | 7.50% | |
| ARP Alverca Retail Park, SA | Maia (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Arrábidashopping - Centro Comercial, SA | Maia (Portugal) | 100.00% | 12.53% | 100.00% | 12.53% | |
| Axnae Spain Holdings, S.L. | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Candotal Spain S,L,U, | Madrid (Spain) | 100.00% | 5.00% | 100.00% | 5.00% |
| Cascaishopping - Centro Comercial, SA | Maia (Portugal) | 100.00% | 28.62% | 100.00% | 28.62% |
|---|---|---|---|---|---|
| CCCB Caldas da Rainha - Centro Comercial, SA | Maia (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% |
| Centro Colombo - Centro Comercial, SA | Maia (Portugal) | 100.00% | 12.53% | 100.00% | 12.53% |
| Centro Vasco da Gama - Centro Comercial, SA | Maia (Portugal) | 100.00% | 12.53% | 50.00% | 12.53% |
| Coimbrashopping - Centro Comercial, SA | Maia (Portugal) | 100.00% | 25.05% | 100.00% | 25.05% |
| DOC Malaga Holdings S.L. | Madrid (Spain) | 50.00% | 12.53% | 50.00% | 12.53% |
| DOC Malaga SITECO S.L.U. | Madrid (Spain) | 100.00% | 12.53% | 100.00% | 12.53% |
| Dos Mares - Shopping Centre, BV | Amsterdam (Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% |
| Dos Mares - Shopping Centre, SA | Madrid (Spain) | 100.00% | 25.05% | 100.00% | 25.05% |
| Estação Viana - Centro Comercial, SA | Viana do Castelo (Portugal) |
100.00% | 5.00% | 100.00% | 5.00% |
| Freccia Rossa - Shopping Centre, Srl | Milan (Italy) | 50.00% | 25.00% | 50.00% | 25.00% |
| Fundo de Investimento Imobiliário Parque Dom Pedro Shopping Center |
Rio de Janeiro (Brazil) | 50.00% | 10.34% | 50.00% | 10.34% |
| Fundo de Investimento Imobiliário Shopping Parque Dom Pedro |
Rio de Janeiro (Brazil) | 87.61% | 15.78% | 87.61% | 15.78% |
| Gaiashopping I - Centro Comercial, SA | Maia (Portugal) | 100.00% | 12.53% | 100.00% | 12.53% |
| Gaiashopping II - Centro Comercial, SA | Maia (Portugal) | 100.00% | 12.53% | 100.00% | 12.53% |
| Gli Orsi Shopping Centre 1, Srl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% |
| Guimarãeshopping - Centro Comercial, SA | Maia (Portugal) | 100.00% | 10.00% | 100.00% | 10.00% |
| Harvey Dos Iberica, SL | Madrid (Spain) | 50.00% | 12.53% | 50.00% | 12.53% |
| Haciarriba – Projetos, negócios e Promoções, SA | Maia (Portugal) | 100.00% | 1.88% | 100.00% | 1.88% |
| Iberian Assets, SA | Madrid (Spain) | 50.00% | 12.53% | 50.00% | 12.53% |
| Iberia Shopping Centre Venture Cooperatief UA | Amsterdam (Netherlands) |
10.00% | 5.00% | 10.00% | 5.00% |
| Iberian Holdings Spain, S.L. | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% |
| Imoconti – Sociedade Imobiliária, SA | Maia (Portugal) | 100.00% | 5.00% | 100.00% | 5.00% |
| Ioannina Development of Shopping Centres, SA | Athens (Greece) | 100.00% | 50.00% | 100.00% | 50.00% |
| Land Retail, BV | Amsterdam (Netherlands) |
100.00% | 32.19% | 100.00% | 32.19% |
| Larissa Development of Shopping Centres, SA | Athens (Greece) | 100.00% | 25.00% | 100.00% | 25.00% |
| LCC – Leiriashopping – Centro Comercial, SA | Maia (Portugal) | 100.00% | 11.25% | 100.00% | 11.25% |
| Le Terrazze – Shopping Centre 1, Srl | Milan (Italy) | 10.00% | 5.00% | 10.00% | 5.00% | |
|---|---|---|---|---|---|---|
| Loop5 Shopping Centre GmbH & Co KG | Dusseldorf (Germany) | 9.00% | 4.50% | 9.00% | 4.50% | |
| Loureshopping – Centro Comercial, SA | Maia (Portugal) | 50.00% | 5.63% | 50.00% | 5.63% | |
| Luz del Tajo, BV | Amsterdam (Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% | |
| Luz del Tajo - Centro Comercial, SA | Madrid (Spain) | 100.00% | 5.00% | 100.00% | 5.00% | |
| Madeirashopping - Centro Comercial, SA | Funchal (Portugal) | 50.00% | 12.53% | 50.00% | 12.53% | |
| Maiashopping - Centro Comercial, SA | Maia (Portugal) | 100.00% | 10.00% | 100.00% | 10.00% | |
| Microcom Doi, Srl | Bucharest (Romania) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Norte Shopping Retail and Leisure Centre, BV | Amsterdam (Netherlands) |
50.00% | 12.53% | 50.00% | 12.53% | |
| Norteshopping - Centro Comercial, SA | Maia (Portugal) | 100.00% | 12.53% | 100.00% | 12.53% | |
| Olimpo Asset 1, S.A. | Maia (Portugal) | 100.00% | 1.88% | 100.00% | 1.88% | |
| Olimpo Asset 2, S.A. | Maia (Portugal) | 100.00% | 1.88% | 100.00% | 1.88% | |
| Olimpo Real Estate Socimi, SA | Madrid (Spain) | 3.75% | 1.88% | 3.75% | 1.88% | |
| Pantheon Plaza BV | Amsterdam (Netherlands) |
50.00% | 25.00% | 50.00% | 25.00% | |
| Paracentro - Gestão de Galerias Comerciais, SA | Maia (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Park Avenue Developement of Shopping Centers, SA | Athens (Greece) | 50.00% | 25.00% | 50.00% | 25.00% | |
| Parklake Shopping, SA | Bucharest (Romania) | 50.00% | 25.00% | 50.00% | 25.00% | |
| Parque Atlântico Shopping - Centro Comercial SA | Ponta Delgada (Portugal) | 50.00% | 12.53% | 50.00% | 12.53% | |
| Parque D. Pedro 1, BV Sarl | Luxembourg | 100.00% | 25.00% | 100.00% | 25.00% | |
| Parque de Famalicão - Empreendimentos Imobiliários, SA | Maia (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Pátio Boavista Shopping, Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% | |
| 1) | Pátio Goiânia Shopping, Ltda | São Paulo (Brazil) | - | - | 100.00% | 16.66% |
| Pátio Londrina Empreendimentos e Participações, Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% | |
| Pátio São Bernardo Shopping Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% | |
| Pátio Sertório Shopping, Ltda | Manaus (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% | |
| Pátio Uberlândia Shopping, Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% | |
| Plaza Eboli - Centro Comercial, SA | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Plaza Mayor Parque de Ócio, BV | Amsterdam (Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% |
| Plaza Mayor Parque de Ócio, SA | Madrid (Espanha) | 100.00% | 25.05% | 100.00% | 25.05% |
|---|---|---|---|---|---|
| Plaza Mayor Shopping, BV | Amsterdam (Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% |
| Plaza Mayor Shopping, SA | Madrid (Spain) | 100.00% | 25.05% | 100.00% | 25.05% |
| Plenerg Srl | Bucharest (Romania) | 50.00% | 25.00% | 50.00% | 25.00% |
| PORTCC – Portimãoshopping – Centro Comercial, SA | Maia (Portugal) | 100.00% | 11.25% | 100.00% | 11.25% |
| Portitail – Investimentos Imobiliários, S.A | Maia (Portugal) | 100.00% | 1.88% | 100.00% | 1.88% |
| Project Guia, SA | Maia (Portugal) | 100.00% | 5.00% | 100.00% | 5.00% |
| Project Sierra 10 BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra 11 BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra 12 BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra 2, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra 8, BV | Amsterdam (Netherlands) |
100.00% | 5.00% | 100.00% | 5.00% |
| Project Sierra Cúcuta, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Four, SA | Bucharest (Romania) | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Germany 4 (four), Shopping Centre, GmbH | Dusseldorf (Germany) | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Spain 1, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Spain 2 - Centro Comercial, SA | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% |
| Proyecto Cúcuta S.A.S | Santiago de Cali (Colombia) |
50.00% | 25.00% | 50.00% | 25.00% |
| Rio Sul – Centro Comercial, SA | Lisbon (Portugal) | 50.00% | 5.63% | 50.00% | 5.63% |
| River Plaza BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| River Plaza Mall, Srl | Bucharest (Romania) | 100.00% | 50.00% | 100.00% | 50.00% |
| SC Aegean, BV | Amsterdam (Netherlands) |
50.00% | 25.00% | 50.00% | 25.00% |
| Serra Shopping – Centro Comercial, SA | Lisbon (Portugal) | 50.00% | 5.63% | 50.00% | 5.63% |
| Shopping Centre Colombo Holding, BV | Amsterdam (Netherlands) |
50.00% | 12.53% | 50.00% | 12.53% |
| Shopping Centre Parque Principado, BV | Amsterdam (Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% | |
|---|---|---|---|---|---|---|
| Sierra Asia Limited | Hong Kong | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Berlin Holding BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Brazil 1, BV | Amsterdam (Netherlands)) |
100.00% | 25.00% | 100.00% | 25.00% | |
| Sierra Central, S.A.S. | Santiago de Cali (Colombia) |
50.00% | 25.00% | 50.00% | 25.00% | |
| Sierra Cevital Shopping Center, Spa | Algeria | 49.00 % | 24.50% | 49.00 % | 24.50% | |
| 2) | Sierra Core Assets Holdings, BV | Amsterdam (Netherlands) |
- | - | 50.00% | 25.05% |
| Sierra Developments Holding, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Developments, SGPS, SA | Maia (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra European Retail Real Estate Assets Holdings, BV | Amsterdam (Netherlands) |
50.10% | 25.05% | 50.10% | 25.05% | |
| Sierra Germany GmbH | Dusseldorf (Germany) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra GP, Limited | Guernesey (U.K.) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Greece, SA | Athens (Greece) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Investimentos Brasil Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% | |
| Sierra Investments (Holland) 1, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Investments (Holland) 2, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Investments Holding, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Investments SGPS, SA | Maia (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Italy, Srl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Management, SGPS, SA | Maia (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Maroc, SARL | Casablanca (Morocco) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Maroc Services, SARL | Casablanca (Morocco) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Parma Project BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Portugal, SA | Lisbon (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Project Nürnberg BV Sierra Real Estate Greece BV |
Amsterdam (Netherlands) Amsterdam |
100.00% 100.00% |
50.00% 50.00% |
100.00% 100.00% |
50.00% 50.00% |
|---|---|---|---|---|---|
| Sierra Retail Ventures BV | (Netherlands) Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Romania Shopping Centers Services, SRL | Buchareste (Romania) | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Services Holland BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Solingen Holding GmbH | Dusseldorf (Germany) | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Spain Malaga Holdings, S.L. | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Spain – Shopping Centers Services, SA | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Turkey Gayrimenkul Yönetim Pazarlama ve Danışmanlık Anonim Şirket |
Istanbul (Turkey) | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Zenata Project B.V. | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Solingen Shopping Center GmbH | Dusseldorf (Germany) | 50.00% | 25.00% | 50.00% | 25.00% |
| Sonae Sierra Brasil, SA | São Paulo (Brazil) | 66.65% | 16.66% | 66.65% | 16.66% |
| Sonae Sierra Brazil, BV Sarl | Luxembourg | 50.00% | 25.00% | 50.00% | 25.00% |
| Sonae Sierra, SGPS, SA | Maia (Portugal) | 50.00% | 50.00% | 50.00% | 50.00% |
| SPF - Sierra Portugal | Luxembourg | 100.00% | 50.00% | 100.00% | 50.00% |
| SPF - Sierra Portugal Real Estate, Sarl | Luxembourg | 22.50% | 11.25% | 22.50% | 11.25% |
| Unishopping Consultoria Imobiliária, Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% |
| VdG Holding BV | Amsterdam (Netherlands) |
100.00% | 12.53% | 100.00% | 12.53% |
| Via Catarina - Centro Comercial, SA | Maia (Portugal) | 50.00% | 12.53% | 50.00% | 12.53% |
| Weiterstadt Shopping BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Zenata Commercial Project, SA | Mohammedia (Morocco) | 11.00% | 5.5% | 11.00% | 5.5% |
| ZOPT (NOS) | |||||
| Big Picture 2 Films, SA | Oeiras (Portugal) | 20.00% | 4.69% | 20.00% | 4.69% |
| Big Picture Films, SL | Madrid (Spain) | 100.00% | 4.69% | 100.00% | 4.69% |
| Canal 20 TV, SA | Madrid (Spain) | 50.00% | 11.73% | 50.00% | 11.73% |
| Dreamia Holding BV | Amsterdam (Netherlands) |
50.00% | 11.73% | 50.00% | 11.73% |
| Dreamia Serviços de Televisão, SA | Lisbon (Portugal) | 100.00% | 11.73% | 100.00% | 11.73% |
|---|---|---|---|---|---|
| Empracine – Empresa Promotora de Atividades Cinematográficas, Lda |
Lisbon (Portugal) | 100.00% | 23.46% | 100.00% | 23.46% |
| FINSTAR – Sociedade de Investimentos e Participações, SA | Luanda (Angola) | 30.00% | 7.04% | 30.00% | 7.04% |
| Lusomundo – Sociedade de investimentos imobiliários, SGPS, SA |
Lisbon (Portugal) | 99.87% | 23.43% | 99.87% | 23.43% |
| Lusomundo Imobiliária 2, SA | Lisbon (Portugal) | 99.87% | 23.43% | 99.87% | 23.43% |
| Lusomundo Moçambique, Lda | Maputo (Mozambique) | 100.00% | 23.46% | 100.00% | 23.46% |
| MSTAR, SA | Maputo (Mozambique) | 30.00% | 7.04% | 30.00% | 7.04% |
| NOS Açores Comunicações, SA | Ponta Delgada (Portugal) | 83.82% | 19.66% | 83.82% | 19.66% |
| NOS Communications Sàrl | Luxembourg | 100.00% | 23.46% | 100.00% | 23.46% |
| NOS Comunicações, SA | Lisbon (Portugal) | 100.00% | 23.46% | 100.00% | 23.46% |
| NOS Inovação, SA | Matosinhos (Portugal) | 100.00% | 23.46% | 100.00% | 23.46% |
| NOS Internacional SGPS, SA | Lisbon (Portugal) | 100.00% | 23.46% | 100.00% | 23.46% |
| NOS Lusomundo Audiovisuais, SA | Lisbon (Portugal) | 100.00% | 23.46% | 100.00% | 23.46% |
| NOS Lusomundo Cinemas, SA | Lisbon (Portugal) | 100.00% | 23.46% | 100.00% | 23.46% |
| NOS Lusomundo TV, Lda | Lisbon (Portugal) | 100.00% | 23.46% | 100.00% | 23.46% |
| NOS Madeira Comunicações, SA | Funchal (Portugal) | 77.95% | 18.29% | 77.95% | 18.29% |
| NOS SGPS, SA | Lisbon (Portugal) | 52.15% | 23.46% | 52.15% | 23.46% |
| NOS Sistemas España, SL | Madrid (Spain) | 100.00% | 23.46% | 100.00% | 23.46% |
| NOS Sistemas, SA | Maia (Portugal) | 100.00% | 23.46% | 100.00% | 23.46% |
| NOSPUB – Publicidade e Conteúdos, SA | Lisbon (Portugal) | 100.00% | 23.46% | 100.00% | 23.46% |
| NOS Tecnology – Concepção Construção e Gestão de Redes de Comunicação, SA |
Matosinhos (Portugal) | 100.00% | 23.46% | 100.00% | 23.46% |
| NOS Towering – Gestão de Torres de Telecomunicações, SA | Maia (Portugal) | 100.00% | 23.46% | 100.00% | 23.46% |
| Per-Mar – Sociedade de Construções, SA | Maia (Portugal) | 100.00% | 23.46% | 100.00% | 23.46% |
| Sontária – Empreendimentos Imobiliários, SA | Maia (Portugal) | 100.00% | 23.46% | 100.00% | 23.46% |
| Sport TV Portugal, SA | Lisbon (Portugal) | 25.00% | 5.86% | 25.00% | 5.86% |
| Teliz Holding, BV | Amstelveen (Netherlands) |
100.00% | 23.46% | 100.00% | 23.46% |
| Upstar Comunicações, SA | Vendas Novas (Portugal) | 30.00% | 7.04% | 30.00% | 7.04% |
| ZAP Cinemas, SA | Luanda (Angola) | 100.00% | 7.04% | 100.00% | 7.04% | |
|---|---|---|---|---|---|---|
| ZAP Media, SA | Luanda (Angola) | 100.00% | 7.04% | 100.00% | 7.04% | |
| ZAP Publishing, SA | Luanda (Angola) | 100.00% | 7.04% | 100.00% | 7.04% | |
| ZOPT, SGPS, SA | Porto (Portugal) | 50.00% | 44.99% | 50.00% | 44.99% | |
| Sonae IM | ||||||
| Intelligent Big Data, SL | Gipuzcoa (Spain) | 50.00% | 44.99% | 50.00% | 44.99% | |
| Sonae FS | ||||||
| Accive Insurance – Corretor de Seguros, SA | Porto (Portugal) | 70.00% | 35.00% | 70.00% | 35.00% | |
| Brokerslink Management AG | Zug (Switzerland) | 20.00% | 10.00% | 20.00% | 10.00% | |
| BUZZEE Insure, Lda | Porto (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Filhet Allard EspañaCorreduria de Seguros S.L. | Madrid (Spain) | 35.00% | 17.50% | 35.00% | 17.50% | |
| Flexben, Lda | Porto (Portugal) | 45.00% | 22.50% | 45.00% | 22.50% | |
| Herco Consultoria de Risco e Corretora de Seguros, Ltda | Santa Catarina (Brazil) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Herco, Consultoria de Risco, SA | Maia (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% | |
| HighDome PCC Limited | La Valletta (Malta) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Iberosegur – Sociedade Ibérica de Mediação de Seguros, Lda | Porto (Portugal) | 60.00% | 30.00% | 60.00% | 30.00% | |
| ISEM – Corretora de segurose resseguros, SA | Lisbon (Portugal) | 50.00% | 25.00% | - | - | |
| Larim Corretora de Resseguros Ltda | Rio de Janeiro (Brazil) | 99.99% | 50.00% | 99.99% | 50.00% | |
| Lazam/mds Correctora Ltda | São Paulo (Brazil) | 100.00% | 50.00% | 100.00% | 50.00% | |
| MDS África, SGPS, SA | Porto (Portugal) | 50.00% | 25.00% | 50.00% | 25.00% | |
| MDS - Corretor de Seguros, SA | Porto (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% | |
| MDS Auto - Mediação de Seguros, SA | Porto (Portugal) | 50.00% | 25.00% | 50.00% | 25.00% | |
| 4) | MDS Link Solutions, Lda | Porto (Portugal) | 50.00% | 25.00% | - | - |
| MDS Malta Holding Limited | La Valletta (Malta) | 100.00% | 50.00% | 100.00% | 50.00% | |
| 3) | MDS MG Corretora e Administradora de Seguros, Ltda | Minas Gerais (Brazil) | 50.00% | 25.00% | - | - |
| MDS Partners Corretor de Seguros, SA | Porto (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% | |
| MDS RE – Mediador de resseguros, SGPS, SA | Porto (Portugal) | 100.00% | 25.00% | 100.00% | 25.00% | |
| MDS, SGPS, SA | Maia (Portugal) | 50.00% | 50.00% | 50.00% | 50.00% | |
| 4) | Moneris Correctores de Seguros Limitada | Maputo (Mozambique) | 50.00% | 50.00% | - | - |
| Moneris Seguros - Mediação de Seguros, Lda | Oeiras (Portugal) | 60.00% | 30.00% | 60.00% | 30.00% | |
| 3) | Reinsurance Solutions, Soc. Corretora de Resseguros, SA | Luanda (Angola) | 50.00% | 33.33% | - | - |
| Unipress - Centro Gráfico, Lda | Vila Nova de Gaia | 50.00% | 44.99% | 50.00% | 44.99% |
|---|---|---|---|---|---|
| SIRS – Sociedade Independente de Radiodifusão Sonora, SA | (Portugal) Porto (Portugal) |
50.00% | 44.99% | 50.00% | 44.99% |
*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(s) which hold(s) a participation, hold(s) this participation directly in the share capital of that company.
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 Jun 2018 | 31 Dec2017 | ||||||
| COMPANY | Head Office | Direct* | Total* | Direct* | Total* | ||
| Sonae MC | |||||||
| Sempre a Postos – Produtos Alimentares e Utilidades, Lda | Lisbon (Portugal) |
25.00% | 25.00% | 25.00% | 25.00% | ||
| Sonae S2 Africa Limited | La Valletta (Malta) |
30.00% | 30.00% | 30.00% | 30.00% | ||
| S2 Mozambique, SA | Maputo (Mozambique) |
30.00% | 30.00% | 30.00% | 30.00% | ||
| Ulabox, S.L. | Barcelona (Spain) |
41.89% | 41.89% | 41.89% | 41.89% | ||
| Sonae IM | |||||||
| 1) | Armilar Venture Partners - Sociedade de Capital de Risco, SA |
Lisbon (Portugal) |
- | - | 35.00% | 31.49% | |
| Fundo de Capital de Risco Armilar Venture Partners II | Lisbon (Portugal) |
50.74% | 45.65% | 50.74% | 45.65% | ||
| Fundo de Capital de Risco Armilar Venture Partners III | Lisbon (Portugal) |
42.64% | 38.36% | 42.64% | 38.36% | ||
| Fundo de Capital de Risco Espirito Santo Ventures Inovação e Internacionalização |
Lisbon (Portugal) |
37.54% | 33.77% | 37.54% | 33.77% | ||
| MOVVO, SA | Porto (Portugal) |
25.58% | 25.58% | 25.58% | 25.58% | ||
| Probe.ly | Lisbon (Portugal) |
22.88% | 20.58% | 22.88% | 20.58% | ||
| Secucloud Network GmbH | Hamburgo (Germany) |
27.45% | 24.70% | 27.45% | 24.70% |
| 2) | ISRG - Iberian Sports Retail Group, SL | Alicante (Spain) |
33.33% | 33.33% | - | - |
|---|---|---|---|---|---|---|
| Others | ||||||
| APOR – Agência para a Modernização do Porto, S.A. | Porto (Portugal) |
22.75% | 22.75% | 22.75% | 22.75% |
*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(s) which hold(s) a participation, hold(s) this participation directly in the share capital of that company.
Jointly controlled companies and associated companies were included in the consolidated financial statements by the equity method.
The Board of Directors
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
José Manuel Neves Adelino
Andrew Eustace Clavering Campbell
Christine Cross
Tsega Gebreyes
Marcelo Faria de Lima
Margaret Lorraine Trainer
Condensed separate financial statements
(Translation of condensed separate financial statements originally issued in Portuguese.In case of discrepancy the Portuguese version prevails)
| (Amounts expressed in euro) | Notes | 30 Jun 2018 | 30 Jun 2017 | 31 Dec 2017 |
|---|---|---|---|---|
| ASSETS | ||||
| NON-CURRENT ASSETS: | ||||
| Tangible assets | 56,323 | 82,320 | 68,906 | |
| Intangible assets | 7 | 33 | 20 | |
| Investments in subsidiaries, associates and joint ventures | 4 | 3,825,945,504 | 3,806,520,407 | 3,824,883,407 |
| Other investments | 5 | 49,880 | 49,880 | 49,880 |
| Deferred taxes | 12,980,992 | 16,045,314 | 7,755,724 | |
| Other non-current assets | 6 | 89,439,867 | 173,092,867 | 110,649,867 |
| Total non-current assets | 3,928,472,573 | 3,995,790,821 | 3,943,407,804 | |
| CURRENT ASSETS: | ||||
| Trade account receivables and other current assets | 7 | 76,790,563 | 80,369,726 | 44,824,180 |
| Cash and cash equivalents | 8 | 1,290,472 | 383,694 | 170,739 |
| Total current assets | 78,081,035 | 80,753,420 | 44,994,919 | |
| TOTAL ASSETS | 4,006,553,608 | 4,076,544,241 | 3,988,402,723 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 9 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 |
| Reserves and retained earnings | 1,400,373,888 | 1,391,115,961 | 1,391,353,911 | |
| Profit for the period | 29,290,121 | 52,581,892 | 93,223,270 | |
| TOTAL EQUITY | 3,429,664,009 | 3,443,697,853 | 3,484,577,181 | |
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: | ||||
| Loans | 10 | 403,717,799 | 375,766,003 | 374,741,901 |
| Total non-current liabilities | 403,717,799 | 375,766,003 | 374,741,901 | |
| CURRENT LIABILITIES: | ||||
| Loans | 10 | 79,500,000 | 96,800,000 | 36,390,000 |
| Trade creditors and other current liabilities | 11 | 93,671,800 | 160,280,385 | 92,693,641 |
| Total current liabilities | 173,171,800 | 257,080,385 | 129,083,641 | |
| TOTAL EQUITY AND LIABILITIES | 4,006,553,608 | 4,076,544,241 | 3,988,402,723 |
(Translation of 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 Jun 2018 | 30 Jun 2017 |
|---|---|---|---|---|---|
| Services rendered | 130,766 | 119,916 | 261,533 | 239,831 | |
| Gains or losses on investments | 14 | 2,392,473 | 7,750,695 | 27,299,295 | 56,321,523 |
| Financial income | 473,526 | 853,375 | 953,955 | 1,659,493 | |
| Other income | 376,565 | 518,576 | 802,908 | 990,911 | |
| External supplies and services | (1,018,709) | (883,574) | (1,965,626) | (1,765,243) | |
| Staff costs | (467,123) | (506,807) | (882,952) | (1,055,250) | |
| Depreciation and amortisation | (5,486) | (7,819) | (12,711) | (15,740) | |
| Financial expense | (1,585,068) | (1,785,005) | (3,137,757) | (3,496,679) | |
| Other expenses | (203,808) | (176,455) | (427,663) | (288,978) | |
| Profit/(Loss) before taxation | 93,136 | 5,882,902 | 22,890,982 | 52,589,868 | |
| Taxation | (7,943,947) | (293,831) | 6,399,139 | (7,976) | |
| Profit/(Loss) after taxation | (7,850,811) | 5,589,071 | 29,290,121 | 52,581,892 | |
Profit/(Loss) per share Basic 15 (0.003925) 0.002795 0.014645 0.026291 Diluted 15 (0.003925) 0.002792 0.014641 0.026286
CONDENSED INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 JUNE 2018 AND 2017
(Translation of condensed separate financial statements originally issued in Portuguese.In case of discrepancy the Portuguese version prevails)
| (Amounts expressed in euro) | nd Quarter 2018 2 |
2nd Quarter 2017 | 30 Jun 2018 | 30 Jun 2017 |
|---|---|---|---|---|
| Net Profit / (Loss) for the period Other comprehensive income for the period |
(7,850,811) - |
5,589,071 - |
29,290,121 - |
52,581,892 - |
| Total comprehensive income for the period | (7,850,811) | 5,589,071 | 29,290,121 | 52,581,892 |
(Translation of condensed separate financial statements originally issued in Portuguese.In case of discrepancy the Portuguese version prevails)
| Oth er r ese rves |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| (Am d in ro) ts e oun xpr esse eu |
Sha apit al re c |
har Tre asu ry s es |
al re Leg serv e |
Sha re b d ase ts pay men rese rve |
Free res erve s |
Tot al o the r rese rves |
Ret aine d ning ear s |
fit/ (los s) Net pro |
al Tot |
| Bala at 1 Jan 20 17 nce as uary |
2,00 0,00 0,00 0 |
- | 244 ,21 1,59 2 |
1,07 8,56 8 |
1,06 3,55 5,68 2 |
1,06 4,63 4,25 0 |
146 ,534 ,85 1 |
15,9 40,2 18 |
3,47 1,32 0,91 1 |
| Tot al c hen sive inc e fo r th riod om pre om e pe |
- | - | - | - | - | - | - | 52,5 81,8 92 |
52,5 81,8 92 |
| App riat ion of p rofi t of 20 16: rop Tra nsfe leg al re r to serv e Divi den ds d istr ibut ed Free es d istri but ed res erv Tra nsfe aine d ea rnin f th e ch e of ting licy effe r to ret ct gs o ang acc oun po Obl igat ion fulf illed by a th ird part y |
- - - - - |
- - - - (46 1) 6,21 |
3,06 5,01 1 - - - |
- - - - |
- - (21, 764 ,793 ) - |
- - (21, 764 ,793 ) - |
- - - (45, ) 360 ,000 |
(3,0 11) 65,0 (58, ) 235 ,207 - 45,3 60,0 00 |
- (58, ) 235 ,207 (21, 764 ,793 ) - (46 1) 6,21 |
| s of rfor Sha sold und he t l pe ce b s pl nd er t res erm an nua man onu an a |
- | - | - | - | - | - | |||
| med ium m in tive pla ter cen ns Sha re-b d pa nts ase |
- - |
466 ,21 1 |
- | (54 1,40 0) 237 ,950 |
98,5 00 |
(442 ,900 ) 237 ,950 |
- | - | 23,3 11 237 ,950 |
| yme Bala at 3 0 Ju ne 2 017 nce as |
2,00 0,00 0,00 0 |
- - |
- 247 ,276 ,603 |
775 ,118 |
- 1,04 1,88 9,38 9 |
1,04 2,66 4,50 7 |
- 101 ,174 ,85 1 |
- 52,5 81,8 92 |
3,44 3,69 7,85 3 |
| Bala at 1 Jan 20 18 nce as uary |
2,00 0,00 0,00 0 |
- | 247 ,276 ,603 |
1,01 3,06 8 |
1,04 1,88 9,38 9 |
1,04 2,90 2,45 7 |
101 ,174 ,85 1 |
93,2 23,2 70 |
3,48 4,57 7,18 1 |
| Tot al c hen sive inc e fo r th riod om pre om e pe |
- | - | - | - | - | - | - | 29,2 90, 121 |
29,2 90, 121 |
| App riat ion of p rofi t of 20 17: rop |
|||||||||
| nsfe leg al re Tra r to serv e |
- | - | 4,66 1,16 4 |
- | - | - | - | (4,6 64) 61,1 |
- |
| nsfe fre Tra r to e re serv es |
- | - | - | - | 4,56 2,10 6 |
4,56 2,10 6 |
- | (4,5 62,1 06) |
- |
| Divi den ds d istr ibut ed Sha re-b lass ifica tion fro al t o lia bilit ies |
- | - | - | - | - | - | - | (84, 000 ,000 ) |
(84, 000 ,000 ) |
| d pa apit nt - ase yme rec m c Sha re-b d pa nts ase |
- - |
- | - | (578 ) ,200 212 ,434 |
162 ,473 |
(415 ) ,727 212 ,434 |
- | - | (415 ) ,727 212 ,434 |
| yme Bala at 3 0 Ju ne 2 018 nce as |
2,00 0,00 0,00 0 |
- - |
- 251 ,937 ,767 |
647 ,302 |
- 1,04 6,61 3,96 8 |
1,04 7,26 1,27 0 |
- 101 ,174 ,85 1 |
- 29,2 90, 121 |
3,42 9,66 4,00 9 |
(Translation of 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 Jun 2018 | 30 Jun 2017 |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES | |||||
| Net cash flow from operating activities (1) | (893,990) | (1,898,047) | (914,477) | (1,695,783) | |
| INVESTMENT ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Investments | 222,309 | - | 222,309 | - | |
| Interest and similar income Dividends |
132,225 3,031,462 |
183,938 43,685,743 |
2,889,805 3,031,462 |
372,768 43,685,743 |
|
| Others | - | 1,511,927 | - | 1,511,927 | |
| Loans granted | 569,255,000 | 604,517,000 | 922,412,000 | 1,161,011,000 | |
| 572,640,996 | 649,898,608 | 928,555,576 | 1,206,581,438 | ||
| Cash payments arising from: | |||||
| Investments | (1,889,783) | - | (1,889,783) | - | |
| Tangible and intangible assets | - | (2,695) | (111) | (32,668) | |
| Loans granted | (548,086,000) | (604,517,000) | (901,243,000) | (1,161,011,000) | |
| (549,975,783) | (604,519,695) | (903,132,894) | (1,161,043,668) | ||
| Net cash used in investment activities (2) | 22,665,213 | 45,378,913 | 25,422,682 | 45,537,770 | |
| FINANCING ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 876,529,000 | 1,612,916,000 | 1,456,205,000 | 2,576,150,000 | |
| 876,529,000 | 1,612,916,000 | 1,456,205,000 | 2,576,150,000 | ||
| Cash payments arising from: | |||||
| Loans obtained | (811,527,244) | (1,574,507,000) | (1,392,942,244) | (2,537,653,000) | |
| Interest and similar charges | (1,643,412) | (1,600,799) | (2,670,132) | (2,924,183) | |
| Dividends | (83,981,096) | (79,981,996) | (83,981,096) | (79,981,996) | |
| (897,151,752) | (1,656,089,795) | (1,479,593,472) | (2,620,559,179) | ||
| Net cash used in financing activities (3) | (20,622,752) | (43,173,795) | (23,388,472) | (44,409,179) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | 1,148,471 | 307,071 | 1,119,733 | (567,192) | |
| Cash and cash equivalents at the beginning of the period | 142,001 | 76,623 | 170,739 | 950,886 | |
| Cash and cash equivalents at the end of the period | 8 | 1,290,472 | 383,694 | 1,290,472 | 383,694 |
In case of discrepancies the Portuguese version prevails)
(Amounts expressed in euro)
SONAE, SGPS, SA ("the Company" or "Sonae"), has its head-office at Lugar do Espido, Via Norte, Apartado 1011, 4470-909 Maia, Portugal.
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 annual financial statements for the year ended 31 December 2017, except for the adoption of the new standards effective at 1 January 2018. There were no significant impacts of IFRS 9 and IFRS 15 application.
As at 30 June 2018 and 31 December 2017 the company held investments in the following companies:
| 30 Jun 2018 | ||||||
|---|---|---|---|---|---|---|
| Companies Companies |
% Held | Opening balance | Increase | Decrease | Impairment loss recognized during the period |
Closing balance |
| Arat Inmuebles, SAU | 100.00% | - | 1,827,149 | - | - | 1,827,149 |
| Interlog, SGPS, SA | - | 106,686 | - | (106,686) | - | - |
| Fundo de Investimento Imobiliário Fechado Imosede | 19.60% | 30,000,544 | - | - | - | 30,000,544 |
| Sonae MC, SGPS, SA (Ex Sonae Investimentos, SGPS, SA) | 25.03% | 532,246,696 | - | - | - | 532,246,696 |
| Sonae Investments, BV | 100.00% | 835,700,000 | - | - | - | 835,700,000 |
| Sonae RE, SA | 99.92% | 1,481,059 | - | - | (721,000) | 760,059 |
| Sonae Sierra SGPS, SA | 50.00% | 490,113,339 | - | - | - | 490,113,339 |
| Sonae - Shared Service Center, SA | 100.00% | - | 62,634 | - | - | 62,634 |
| Sonaecom, SGPS, SA | 26.02% | 111,098,824 | - | - | - | 111,098,824 |
| Sonaegest, SA | 20.00% | 159,615 | - | - | - | 159,615 |
| Sonaecenter, Serviços, SA | 100.00% | 1,537,221,545 | - | - | - | 1,537,221,545 |
| Sontel, BV | 35.87% | 286,755,099 | - | - | - | 286,755,099 |
| Total | 3,824,883,407 | 1,889,783 | (106,686) | (721,000) | 3,825,945,504 |
| 31 Dec 2017 | ||||||
|---|---|---|---|---|---|---|
| Companies | % Held | Opening balance | Increase | Decrease | Impairment loss recognized during the period |
Closing balance |
| Interlog, SGPS, SA | 1.02% | 106,686 | - | - | - | 106,686 |
| Fundo de Investimento Imobiliário Fechado Imosede | 19.60% | 30,000,544 | - | - | - | 30,000,544 |
| Sonae MC, SGPS, SA (Ex Sonae Investimentos, SGPS, SA) | 25.03% | 532,246,696 | - | - | - | 532,246,696 |
| Sonae Investments, BV | 100.00% | 835,700,000 | - | - | - | 835,700,000 |
| Sonae RE, SA | 99.92% | 1,232,059 | - | - | 249,000 | 1,481,059 |
| Sonae Sierra SGPS, SA | 50.00% | 490,113,339 | - | - | - | 490,113,339 |
| Sonaecom, SGPS, SA | 26.02% | 111,098,824 | - | - | - | 111,098,824 |
| Sonaegest, SA | 20.00% | 159,615 | - | - | - | 159,615 |
| Sonaecenter, Serviços, SA | 100.00% | 1,530,231,545 | - | - | 6,990,000 | 1,537,221,545 |
| Sontel, BV | 35.87% | 275,631,099 | - | - | 11,124,000 | 286,755,099 |
| Total | 3,806,520,407 | - | - | 18,363,000 | 3,824,883,407 |
As at 30 June 2018 and 31 December 2017 other investments are as follows:
| 30 Jun 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Companies | Opening balance | Increase | Decrease | Closing balance | ||||
| Associação Escola Gestão Porto | 49,880 | - | - | 49,880 | ||||
| Total | 49,880 | - | - | 49,880 | ||||
| 31 Dec 2017 | ||||||||
| Companies | Opening balance | Increase | Decrease | Closing balance | ||||
| Associação Escola Gestão Porto | 49,880 | - | - | 49,880 |
As at 30 June 2018 and 31 December 2017 other non-current assets are as follows:
| 30 Jun 2018 | 31 Dec 2017 | |
|---|---|---|
| Loans granted to group companies: | ||
| Sonae Investments, BV | 89,439,867 | 110,649,867 |
| Total | 89,439,867 | 110,649,867 |
As at 30 June 2018 the loans granted to group companies, bear interest at market rates indexed to Euribor, have a long-term maturity and its fair value is similar to its carrying amount.
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 | - | 531,855 |
| Group companies: | ||
| Dividends | 24,873,210 | - |
| Loans | 41,000 | - |
| Interests | - | 2,630,955 |
| Taxes - Special regime for taxation of groups of companies | 43,993,019 | 25,532,297 |
| Taxes and contributions receivable | 5,312,598 | 13,704,653 |
| Accrued income and prepayments | 2,387,812 | 2,245,319 |
| Others | 182,924 | 179,101 |
| Total | 76,790,563 | 44,824,180 |
The amount recorded in the caption taxes-special regime for taxation of groups corresponds to the tax estimate calculated by the companies taxed under the Special Regime for Taxation of Corporate Groups, of which the Company is the dominant company.
Loans granted to group companies return interest at variable market rates indexed to Euribor and have a maturity of less than one year.
As at 30 June 2018 and 31 December 2017 cash and cash equivalents are detailed as follows:
| 30 Jun 2018 | 31 Dec 2017 | |
|---|---|---|
| Cash at hand | 1,703 | 953 |
| Bank deposits | 1,288,769 | 169,786 |
| Cash and cash equivalents on the statement of financial position | 1,290,472 | 170,739 |
| Cash and cash equivalents on the cash flow statement | 1,290,472 | 170,739 |
As at 30 June 2018 and 31 December 2017 share capital consisted of 2,000,000,000 ordinary shares of 1 euro each.
As at 30 June 2018 and 31 December 2017, loans are made up as follows:
| 30 Jun 2018 | 31 Dec 2017 | |
|---|---|---|
| Bonds Sonae, SGPS 2015/2022 | 100,000,000 | 100,000,000 |
| Bonds Sonae, SGPS 2016/2023 | 60,000,000 | 60,000,000 |
| Up-front fees not yet charged to income statement | (1,042,709) | (1,241,289) |
| Bonds | 158,957,291 | 158,758,711 |
| Sonae SGPS - Commercial paper | 195,000,000 | 166,250,000 |
| Sonae SGPS - bank loans | 50,000,000 | 50,000,000 |
| Up-front fees not yet charged to income statement | (239,492) | (266,810) |
| Bank loans | 244,760,508 | 215,983,190 |
| Non-current loans | 403,717,799 | 374,741,901 |
| Sonae SGPS - Commercial paper | 79,500,000 | 36,390,000 |
| Bank loans | 79,500,000 | 36,390,000 |
| Current loans | 79,500,000 | 36,390,000 |
Under lines of credit and commercial paper programs with firm commitments, Sonae, SGPS had 177 million euro credit facilities available to meet its liquidity requirements as follows:
| Commitments of less than one year |
Commitments of more than one year |
|
|---|---|---|
| Agreed credit facilities amounts | 149,500,000 | 225,000,000 |
| Available credit facilities amounts | 147,000,000 | 30,000,000 |
The interest rate as at 30 June 2018 of bonds and bank loans was, in average 0.76% (1.01% 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 Jun 2018 | 31 Dec 2017 | |
|---|---|---|
| N+1 | 79,500,000 | 36,390,000 |
| N+2 | 2,500,000 | 4,000,000 |
| N+3 | 72,500,000 | 76,750,000 |
| N+4 | 140,000,000 | 83,000,000 |
| N+5 | 140,000,000 | 113,000,000 |
| after N+5 | 50,000,000 | 99,500,000 |
As at 30 June 2018 and 31 December 2017, trade creditors and other current liabilities are detailed as follows:
| 30 Jun 2018 | 31 Dec 2017 | |
|---|---|---|
| Trade creditors | 319,114 | 286,234 |
| Group companies: | ||
| Loans | 68,897,000 | 77,494,244 |
| Taxes - Special regime for taxation of groups of companies | 16,897,913 | 3,690,603 |
| Taxes and contributions payable | 5,459,716 | 8,919,178 |
| Accrued expenses | 1,863,061 | 2,204,063 |
| Others | 234,996 | 99,319 |
| Total | 93,671,800 | 92,693,641 |
As at 30 June 2018 and 31 December 2017, contingent liabilities are detailed as follows:
| 30 Jun 2018 | 31 Dec 2017 | |
|---|---|---|
| Guarantees given: | ||
| on tax claims | 146,570,558 | 146,570,558 |
| on judicial claims | 70,766 | 70,766 |
| Guarantees given in favour of subsidiaries a) | 374,487,291 | 375,078,359 |
(a) Guarantees given to Tax Authorities in favour of subsidiaries to defer tax claims. The main tax claims for which guarantees were issued are disclosed in consolidated financial statements.
Balances and transactions with related parties are detailed as follows:
| Balance | 30 Jun 2018 | 31 Dec 2017 |
|---|---|---|
| Subsidiaries | 45,546,979 | 29,929,831 |
| Jointly controlled companies | 24,984,743 | 218,605 |
| Other related parties | 79,755 | 98,000 |
| Accounts receivable | 70,611,477 | 30,246,436 |
| Parent company | 268,272 | 512,593 |
| Subsidiaries | 17,143,859 | 4,241,261 |
| Other related parties | 369,214 | 6,941 |
| Accounts payable | 17,781,345 | 4,760,795 |
| Subsidiaries | 89,480,867 | 110,649,867 |
| Loans granted | 89,480,867 | 110,649,867 |
| Subsidiaries | 68,897,000 | 77,494,244 |
| Loans obtained | 68,897,000 | 77,494,244 |
| Transactions | 30 Jun 2018 | 30 Jun 2017 |
| Subsidiaries | 875,119 | 1,029,289 |
| Jointly controlled companies | 111,533 | 109,831 |
| Other related parties | 54,806 | 50,000 |
| Services rendered and other income | 1,041,458 | 1,189,120 |
| Parent company | 288,717 | 332,966 |
| Subsidiaries | 795,667 | 751,989 |
| Jointly controlled companies | 116 | - |
| Other related parties | 19,047 | 25,226 |
| Purchases and services obtained | 1,103,547 | 1,110,181 |
| Subsidiaries | 901,919 | 1,659,493 |
| Interest income | 901,919 | 1,659,493 |
| Subsidiaries | 446,732 | 472,292 |
| Interest expenses | 446,732 | 472,292 |
| Subsidiaries | 3,031,462 | 17,418,496 |
| Jointly controlled companies | 24,873,210 | 37,391,100 |
| Dividend income (Note 14) | 27,904,672 | 54,809,596 |
| Subsidiaries | 1,889,783 | - |
| Acquisition of investments | 1,889,783 | - |
| Subsidiaries | - | 1,511,927 |
| Income from investment fund participation units | - | 1,511,927 |
All Sonae, SGPS, SA subsidiaries, associates and joint ventures are considered related parties and are identified in Consolidated Financial Statements. All Efanor Investimentos, SGPS, SA (parent company), subsidiaries, including the ones of Sonae Indústria, SGPS, SA and of Sonae Capital, SGPS, SA are also considered related parties (other related parties).
As at 30 June h 2018 and 2017, investment income can be detailed as follows:
| 30 Jun 2018 | 30 Jun 2017 | |
|---|---|---|
| Dividends | 27,904,672 | 54,809,596 |
| Impairment losses | (721,000) | - |
| Gains / (losses) on sale investments | 115,623 | 1,511,927 |
| Total | 27,299,295 | 56,321,523 |
Dividends were distributed from Sonaegest, SA (33,612 euro), Sonae Sierra, SGPS, SA (24,873,210 euro) and Sonaecom, SGPS, SA (2,997,850 euro).
Earnings per share for the period were calculated taking into consideration the following amounts:
| 30 Jun 2018 | 30 Jun 2017 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings per share (Net profit for the period) Effect of dilutive potential shares Interests related to convertible bonds (net of tax) |
29,290,121 - - |
52,581,892 - - |
| Net profit taken into consideration to calculate diluted earnings per share: |
29,290,121 | 52,581,892 |
| Number of shares | ||
| Weighted average number of shares used to calculate basic earnings Effect of dilutive potential ordinary shares from convertible bonds |
2,000,000,000 - |
2,000,000,000 - |
| Outstanting shares related with deferred performance bonus | 1,195,751 | 1,149,412 |
| Number of shares that could be acquired at average market price | (580,801) | (807,414) |
| Weighted average number of shares used to calculate diluted earnings per share |
2,000,614,950 | 2,000,341,998 |
| Profit/(Loss) per share | ||
| Basic | 0.014645 | 0.026291 |
| Diluted | 0.014641 | 0.026286 |
In July 2018 Sonae has entered into an agreement with Grosvenor Group for the acquisition of a 20% stake of Sonae Sierra, SGPS, SA for a total estimated consideration of 255 million euros. The completion of the transaction is subject to anti-trust approval.
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 22 August 2018.
During the period ended 30 June 2018 long-term loan contracts were entered into with the following companies:
Sonae Investments, BV
During the period ended 30 June 2018 short-term loan contracts were entered into with the following companies:
Arat Inmuebles, SAU
Público – Comunicação Social, SA
Público, Comunicação e Jornalismo, SA
Sonae MC, SGPS, SA (Ex Sonae Investimentos, SGPS, SA)
Sonaecom – Serviços Partilhados, SA
Sonaecom, SGPS, SA
Sonae RE, SA
Sonae - Shared Service Center, SA
Sontel, BV
As at 30 June 2018, amounts owed by subsidiaries can be summarized as follows:
| Closing balance | |
|---|---|
| Sonae Investments, BV | 89,439,867 |
| Sonae - Shared Service Center, SA | 41,000 |
| Total | 89,480,867 |
As at 30 June 2018 amounts owed to subsidiaries can be summarized as follows:
| Closing balance | |
|---|---|
| Arat Inmuebles, SAU | 1,436,000 |
| Sonaecenter, Serviços, SA | 56,638,000 |
| Sonae RE, SA | 932,000 |
| Sontel, BV | 9,891,000 |
| Total | 68,897,000 |
Approved at the meeting of the Board of Directors held on August 22th, 2018
The Board of Directors
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
José Manuel Neves Adelino
Andrew Eustace Clavering Campbell
Christine Cross
Tsega Gebreyes
Marcelo Faria de Lima
Margaret Lorraine Trainer
This document may contain forward-looking information and statements, based on management's current expectations or beliefs. Forward-looking statements are statements that should not be regarded as historical facts.
These forward-looking statements are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including, but not limited to, changes in regulation, industry and economic conditions; and the effects of competition. Forward-looking statements may be identified by words such as "believes," "expects," "anticipates," "projects," "intends," "should," "seeks," "estimates," "future" or similar expressions.
Although these statements reflect our current expectations, which we believe are reasonable, investors and analysts, and generally all recipients of this document, are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. You are cautioned not to put undue reliance on any forward-looking information or statements. We do not undertake any obligation to update any forward-looking information or statements.
Report available at Sonae's institutional website www.sonae.pt
Patrícia Vieira Pinto Head of Investor Relations [email protected] Tel.: + 351 22 010 4794
Catarina Oliveira Fernandes Head of Communications, Brand and Corporate Responsibility [email protected] Tel.: + 351 22 010 4775
Maria João Oliveira External Communication [email protected] Tel.: + 351 22 010 4745
Sonae Lugar do Espido Via Norte 4471-909 Maia Portugal Tel.: +351 22 948 7522
SONAE is listed on the Euronext Stock Exchange. Information may also be accessed on Reuters under the symbol SONP.IN and on Bloomberg under the symbol SON PL
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