Management Reports • Aug 31, 2016
Management Reports
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PART IV – INDIVIDUAL FINANCIAL STATEMENTS
"The competitive position improvement of each Business Unit and the placement of the main non-strategic assets will continue to be the focus of the entire Team in order to materialize the defined corporate strategy.
In respect to the competitive position improvement, it should be highlighted, at the Turnover level, the growth, compared to the same period last year, registered by Fitness (+15.4%), Hospitality (+12.4%) and Refrigeration & HVAC (+20.8%) segments, with the corresponding positive consequences noted also at the Ebitda level. It should also be noted the opening of a new Hotel in Oporto, at the end of April, following a capital light approach, targeted to the increased touristic demand, which has already achieved a positive contribution on the second full month of operation. It should also be mentioned the implementation of the Fitness expansion plan with the opening of two new fitness clubs in the 2Q16. On the other hand, Energy Turnover, as already expected, registered a decrease driven by the lower number of cogeneration plants in operation notwithstanding the improvement in profitability when compared to the previous semester. In addition, we continue to observe, as previously announced, a decrease in sales deeds signed in Troia Resort driven by the slowdown of the "golden visa" market. However, the domestic market started to recover and we expect that to increase with the launch of the new product "fractional".
Regarding the disposal of non-strategic assets, it should be noted the agreement reached, in the 2Q16, for the sale of the stake in Norscut, for a total amount of 42M€, representing another step towards the achievement of this important goal, with the process being on its final closing procedures.
Finally, it should be pointed out the positive generation of operational cash flow which has allowed to maintain a comfortable capital structure. The Dividend payment related to 2015, in the 2Q16, was another important milestone in the recent history of the Group."
Cláudia Azevedo, CEO
added; As previously advanced, due to the discontinuation of a cogeneration plant, the change of the licensing framework in another one during 2015 and, also, the unfavorable evolution of oil prices, the Energy segment Top Line showed a decrease of 7.07M€ to 21.51M€.
Consolidated EBITDA amounted to 5.64M€, being worth to highlight: The continued growth of the Hospitality (+6.4%) and Fitness (+17.7%) segments and, as a result of the strategic repositioning and the number and value of projects in backlog, the Refrigeration & HVAC segment posted a
growth to almost the double of that recorded in the 1H15 (or 0.72M€); The Resorts segment, driven by a lower number of deeds signed, reported a decrease of 1.0M€;
The Energy segment, which registered in 1H15 the best semester ever, following the Turnover evolution posted a decrease of 24.7%, notwithstanding the better performance when compared to the previous
Consolidated 1H16 NET RESULTS amounted to positive 9.82M€, representing an improvement of 8.96M€ compared to the 1H15. It should also be highlighted, driven by the Net Debt trend and the constant financing cost optimization, the 0.40M€ reduction registered at the Net Financial expenses level.
FREE CASH FLOW (levered) amounted to 8.1M€ (-6.5M€ including the Dividend payment relating to 2015), leveraging on the cash generation from the current operations.
Consolidated NET DEBT, driven by the FCF performance previously mentioned, registered an increase of 6.9M€ when compared to the end of 2015, to 156.1M€.
Consolidated TURNOVER grew 8.1% with the majority of the businesses reporting two digits growth when compared to the same period last year, notwithstanding the Energy segment decrease already mentioned.
Consolidated EBITDA amounted to 4.04M€, 58.2% below last year figure, being worth to highlight the real estate sales contribution namely the capital gain generated by the sale, in the 2Q15, of the 'Duque de Loulé' Real Estate asset.
NET PROFIT, in the quarter, amounted to positive 13.70M€, registering an increase of 10.17M€ when compared to the 2Q15, due to the performance at the Investment Income level, following the capital gain associated to the sale of the Norscut stake.
| 2.1. CONSOLIDATED PROFIT AND LOSS STATEMENT | |||
|---|---|---|---|
Consolidated Turnover in the 1H16 reached 80.43M€, registering an increase of 2.1% over the same period last year, driven by a combination of several effects. On the positive side, it should be highlighted: (i) Fitness (+15.4%), supported on the increased number of active members and higher average monthly fees; (ii) Hospitality (+12.4%), following both the better performance of current operations and the contribution of the new operation, opened in the 2Q16, 'The House Ribeira'; and (iii) Refrigeration & HVAC (+20.8%), due to the increased activity levels and the delivery of important projects. The performance shown by these segments more than offset the lower contributions from: (i) Energy (-24.8%), mainly driven by prices evolution (1H15 was the best semester ever in this segment) and the reduction of cogeneration plants in operation; and (ii) Resorts (-19.1%) due to a lower number of deeds signed compared to the same period last year, with the operations that support the Resort maintaining the same volumes registered last year.
1H16 Consolidated EBITDA amounted to 5.64M€, corresponding to a margin of 7.0%, registering a decrease of 55.3% or 6.98M€ when compared to the 1H15. The comparison to the same period last year is penalized mainly, besides the segments with lower Top Line performance (Resorts, -75.9% and Energy, -24.7%) by the impact of the sale, in the 1H15, of non-strategic real estate assets, namely "Duque de Loulé" which generated a capital gain of approximately 6.0M€ in the consolidated
results. On the positive side, it should be highlighted the performance of: (i) the Refrigeration & HVAC segment that posted an improvement of 0.72M€ (to almost the double when compared to 1H15) following the complete implementation of the new strategic positioning; (ii) the Fitness segment (+17.7%) driven by the Top Line performance; and (iii) the Hospitality segment that registered an improvement of
1H16 Net Results were positive 9.82M€, a significant improvement of 8.96M€ when compared to the same period last year, being noted as main contributions: (i) in addition to the already highlighted decrease in EBITDA level (-6.98M€); (ii) the contribution of Investment results of 14.4M€, due to the accounting of the capital gain related to the sale of Norscut; and (iii) the positive contribution of the decrease in net financial charges of 0.40M€ as a result of lower financing costs driven by the
2.2. CAPEX Capex in the period amounted to 2.9M€, registering a decrease of 3.8M€ when compared to the same period last year. The main investment projects in the period were relative to Fitness - implementation of the expansion plan with the opening of two new clubs - and Hospitality - opening of 'The House Ribeira' -, both following a capital light approach.
At the end of 1H16, Net Debt amounted to 156.1M€, 4.6% above the level registered at the end of 2015. This result was driven by the current operations cash generation which partially offset the impact of dividends payment related to 2015 occurred in
It should also be highlighted that, when compared to the same period last year, Net Debt shows a reduction of 44.5M€.
Capital structure, due to the above-mentioned increase in Net Debt levels, set the Debt to Equity ratio to 50.1%, 2.0pp higher than at the end of 2015, although showing a favorable trend in the last 12 months.
Taking into consideration the different types of assets that are part of Sonae Capital's portfolio, capital structure should be evaluated considering the coexistence of businesses that generate recurrent EBITDA, measured by a Net Debt/EBITDA ratio and Real Estate Assets that should be evaluated according to its fair market value. Assuming the Group Real Estate Assets valuations, at the end of 1H16, the implied ratios of Loan to Value (LTV) and non real estate Net Debt/EBITDA businesses amounted to 23.7% and 2.57x, respectively, reflecting a conservative and comfortable capital structure considering Sonae Capital businesses portfolio structure.
| Consolidated Balance Sheet | |||
|---|---|---|---|
| Million euro | Jun 2016 | Dec 2015 | Δ Jun16/Dec15 |
| Total Assets | 557.3 | 574.0 | $-2.9%$ |
| Tangible and Intangible Assets | 2523 | 258.8 | $-2.5%$ |
| Goodwill | 609 | 60.9 | $+0.0%$ |
| Non-Current Investments | 18 | 13.6 | -86 4% |
| Other Non-Current Assets | 25.5 | 315 | $-191%$ |
| Stocks | 1241 | 126.8 | $-21%$ |
| Trade Debtors and Other Current Assets Cash and Cash Equivalents |
88.3 4.4 |
472 35.3 |
+873% $-876%$ |
| Total Equity | 311.4 | 310.1 | +0.4% |
| Total Equity attributable to Equity Holders of Sonae Capital | 3020 | 299.9 | $+0.7%$ |
| Total Equity attributable to Non-Controlling Interests | 9.4 | 10.2 | $-8.5%$ |
| Total Liabilities | 245.9 | 263.9 | $-6.8%$ |
| Non-Current Liabilities | 138.8 | 121.0 | +14.7% |
| Non-Current Borrowings | 121.9 | 103.9 | $+17.3%$ |
| Deferred Tax Liabilities | 11 O | 10.9 | $+0.0%$ |
| Other Non-Current Liabilities | 6.0 | 61 | $-17%$ |
| Current Liabilities | 107.0 | 142.9 | $-25.1%$ |
| Current Borrowings | 38.6 | 80.6 | $-521%$ |
| Trade Creditors and Other Current Liabilities | 68.4 | 623 | +9.8% |
| Total Equity and Liabilities | 557.3 | 574.0 | $-2.9%$ |
| Net Capital Employed | 467.5 | 459.3 | $+18%$ |
| Fixed Assets | 313.2 | 319.7 | $-21%$ |
| Non-Current Investments (net) | 10 3 144.0 |
28.0 1116 |
-630% |
| Working Capital Capex (end of period) |
2.9 | 14.6 | +29.0% -798% |
| % Fixed Assets | 0.9% | 4.6% | |
| Net Debt % Net Capital Employed |
156.1 33 4% |
149.2 32.5% |
+4.6% |
| Debt to Equity | 501% | 481% | |
| Net Debt excluding Energy | 137.7 | 126.2 | $+9.1%$ |
| Capital Structure Ratios | |||
| Loan To Value (Real Estate) | 237% | 218% | |
| Net Debt/EBITDA (recurrent) | 2.57x | 2.20x |
Net Capital Employed increased 1.8% compared to YE2015, to 467.5M€. This performance was mainly driven by the Working Capital increase as a result of the amount to be received associated to the sale of Norscut
| Profit and Loss Account Million euro |
||||||
|---|---|---|---|---|---|---|
| Resorts | 2Q 2016 | 2Q 2015 | $\Delta$ 16/15 | 1H 2016 | 1H 2015 | $\triangle$ 16/15 |
| Total Operational Income | 7.47 | 765 | $-2.4%$ | 12.04 | 14.97 | $-19.6%$ |
| Turnover | 721 | 7.27 | $-0.8%$ | 11.09 | 13.71 | -191% |
| Other Operational Income | 0.26 | 0.38 | -32.8% | 0.95 | 1.26 | -24.9% |
| Total Operational Costs | 7.01 | $-6.77$ | $-3.5%$ | $-11.58$ | 13.05 | $+11.3%$ |
| Cost of Goods Sold Change in Stocks of Finished Goods External Supplies and Services Staff Costs Other Operational Expenses |
$-0.54$ $-2.51$ $-2.36$ $-0.97$ $-0.63$ |
$-133$ $-116$ $-2.99$ $-0.93$ $-0.37$ |
$+59.6%$ < 100% $+211%$ -43% 729% |
176 298 $-4.08$ $-1.81$ $-0.94$ |
$-2.29$ $-2.79$ -537 $-1.78$ $-0.82$ |
$+231%$ -6.8% $+24.0%$ $-2.1%$ -14.5% |
| EBITDA excluding Guaranteed Income Provisions (1) | 0.46 | 0.88 | $-48.1%$ | 0.46 | 1.92 | 75.9% |
| Provisions for Guaranteed Income | $-0.12$ | $-0.37$ | $+68.5%$ | $-0.19$ | $-0.65$ | +70.9% |
| EBITDA | 0.34 | 0.52 | -33 7% | 0.28 | 1.28 | 78.5% |
| Capex EBITDA Capex |
0.11 0.23 |
0.45 0.07 |
74.4% >100% |
0.27 0.00 |
0.56 0.72 |
$-517%$ $-99.5%$ |
During 2Q16, 5 deeds of residential units in Troia Resort were signed (a reduction compared to 8 deeds registered in 2Q15), amounting to 11 deeds in the semester. Furthermore, during the month of July 3 additional deeds were signed to which a stock of 9 promissory purchase and reserve agreements with advance payments should be added. As at 30 June 2016, a total of 362 deeds have been celebrated on
Mainly driven by the number of signed deeds in the semester, Top Line amounted to 11.09M€, showing a decrease of 19.1% when compared to 1H15. Consequently, EBITDA in the 1H16 reached 0.28M€, a reduction of 1.0M€ when compared to the same period last year.
Capex stood at controllable levels and contributed, as well as EBITDA, to a reduction of EBITDA-Capex from 0.72M€ to, approximately, a null value in 1H16.
| 3.2. FITNESS | |||
|---|---|---|---|
The Fitness segment continues to consolidate the improvement of its competitive position, reflected in both turnover and profitability, with the average number of active members growing by 11.5% when compared to 1H15.
During 1H16, Top Line grew 15.4% to 8.59M€, as a result of the above-mentioned growth in the number of active members and the positive average monthly fee performance, which has increased 3.0% when compared to 1H15. EBITDA amounted
to 1.01M€, an improvement of 17.7% when compared to the same period last year, correspondent to a margin of 11.7%, 0.2pp above the level achieved in 1H15. It should be highlighted that during the 2Q16, two new clubs were opened (Guimarães and Maia), with the respective impacts at the level of margins until it reaches a
Capex in 1H16 amounted to 0.62M€, significantly higher than in the same period last year, mainly as a result of implementation of the expansion plan, in particular the investments to support the opening of new clubs (Maia and Guimarães, already opened and Foz and Ermesinde, in plan to be opened until the end of the year).
| 3.3. HOSPITALITY | |||
|---|---|---|---|
In order to present comparable information, the contribution of the Lagos hotel operation (Aqualuz Lagos), was excluded from the 2015 segment results.
Compared to 1H15 and following the previously reported trend, Top Line of the Hospitality segment showed a growth of 12.4% to 6.44M€. This performance resulted mainly from the 3.7pp increase in occupancy rate. In the same period, the number of room nights sold increased 14.0% in the total Group's hotel properties and RevPar also revealed an improvement of 14.2%.
As a result of the positive business indicators performance and of the Top Line increase, combined with the optimization and cost rationalization measures implemented over the past few years, EBITDA, in 1H16, showed an improvement of 6.4% over the same period last year. It should be noted that the first half of 2016 already includes the contribution of the new hotel "The House Ribeira Porto Hotel" (opened in April) thus, on a comparable basis, the EBITDA improvement amounted to 12.6%. It should be pointed out that the new Hotel, opened following a capital light approach, has already presented a positive contribution in the second full month of operation, as a result of high occupancy rates.
Excluding rents, it should be highlighted that the Hospitality segment EBITDAR, in 1H16, was positive 0.16M€, reverting the negative values recorded in 1H15. Pointing out the turnover seasonality, the first and fourth quarters usually register negative EBITDARs that are more than compensated by the positive results of the second and, mainly, the third quarters' activity.
Hospitality Capex amounted to 1.19M€ reflecting the investment in the opening of the new hotel "The House Ribeira Porto Hotel". As such, EBITDA-Capex decreased 37.2% compared to 1Q15.
As above-mentioned, during 2Q16, a new hotel "The House Ribeira Porto Hotel" was opened. Developed following a capital light approach, it is a unit with 56 rooms, a multifunctional area with bar and lounge, located in Ribeira, the heart of the historic centre of Porto. It targets an urban, modern, demanding and informed audience that seeks the authenticity of Porto city.
| 3.4. ENERGY | |||
|---|---|---|---|
In 1H16, Top Line of the Energy segment reported a decrease of 24.8% to 21.5M€. This performance is explained by: (i) the reduction of selling energy prices as a result of the evolution of oil price; and (ii) the lower number of cogeneration plants in operation, due to the discontinuation, in 4Q15, of a cogeneration plant and the change, also in 4Q15, of the licensing framework in another plant.
As expected, EBITDA, in the period, registered a decrease of 24.7%, when compared to the same period last year, to 4.29M€, as a result of the above-mentioned reasons that impacted Top Line.
It should be noted that 1H15 was the best quarter ever in the history of the segment. In effect, over the previous semester, Top Line reduced only 2.2% and EBITDA improved 22.4%.
Capex amounted to 0.2M€, 84.2% lower than 1H15. The EBITDA-Capex level showed
| Profit and Loss Account Million euro |
||||||
|---|---|---|---|---|---|---|
| Refrigeration & HVAC | 2Q 2016 | 2Q 2015 | $\Delta$ 16/15 | 1H 2016 | 1H 2015 | $\Delta$ 16/15 |
| Total Operational Income | 14.52 | 11.08 | $+311%$ | 28.93 | 23.99 | $+20.6%$ |
| Turnover | 14.43 | 11.13 | +29.7% | 28.71 | 23.76 | +20.8% |
| Other Operational Income | 0 08 | $-0.05$ | 0.22 | 0.23 | $-3.7%$ | |
| Total Operational Costs | 1395 | $-10.76$ | $-29.6%$ | $-27.47$ | $-23.26$ | 181% |
| Cost of Goods Sold Change in Stocks of Finished Goods External Supplies and Services Staff Costs Other Operational Expenses |
764 2.95 $-5.94$ $-2.99$ $-0.32$ |
$-5.54$ 116 -3.36 -3.08 0.06 |
-38.0% $>100\%$ -76.7% $+2.9%$ |
$-1344$ 4.01 $-11.71$ $-5.82$ $-0.52$ |
$-9.39$ 0.69 $-8.36$ $-6.01$ $-0.20$ |
-43 2% >100% -40.1% $+3.2%$ $< 100\%$ |
| EBITDA | 0.56 | 0.31 | $+79.6%$ | 1.45 | 0.73 | +98.9% |
| Capex | 0.01 | 0.03 | $-77.3%$ | 0.06 | 0.12 | $-521%$ |
| EBITDA Capex | 0.56 | 0.28 | $+98.6%$ | 139 | 0.61 | >100% |
In order to present comparable information, the contribution of the General Maintenance business (UPK), subject to a Management Buy Out in 4Q15, was excluded from the 2015 segment results.
1H16 Top Line amounted to 28.71M€, a 20.8% increase over the same period last year, due to the improved domestic operation. Backlog, on the Portuguese operation, at the end of semester, amounted to, approximately, 27.4M€, representing 6.3 months of turnover.
International Top Line of Refrigeration & HVAC (consolidating exports and direct sales abroad) represented 43% of the consolidated turnover, 13pp above the level registered in 1H15.
Due to the Top Line performance in Portugal, EBITDA amounted to 1.45M€, registering an improvement to almost the double when compared to 1H15 and
reaching a margin of 5.1%, 2.0pp above 1H15. EBITDA in the domestic operation (excluding the discontinued operations) amounted to 1.66M€ in 1H16, a 1.11M€ improvement when compared to last year.
Capex stood at low levels, 0.06M€ (52.1% lower than 1H15) and most of the increase of EBITDA-Capex is a result of the EBITDA positive performance.
Sonae Capital owns a set of non-strategic assets and thus available for sale, including Real Estate Assets and Financial Shareholdings.
Addressing current market trends and the demand profile for real estate assets included in current portfolio (diversified group of assets, with different licensing and construction stages, including land plots with and without construction viability, residential units, construction projects, offices, industrial premises and commercial areas, with widespread geographical dispersion), during the 1H16, 38 sales deeds regarding City Flats were signed and 1 sale deed signed over a land plot.
As at 30 June 2016, capital employed in this set of real estate assets amounted to
During the quarter, after the non-opposition disclose by the Portuguese Competition Authority, Sonae Capital has taken another important step towards the conclusion of the sale of the shareholding participation in Norscut, for a total value of, approximately, 42M€, generating at the Consolidated Net Result and Equity levels an impact of 16.1M€ and 23.1M€, respectively.
4.1. CORPORATE INFORMATION - 2Q16 In April 2016, Sonae Capital has announced the sale of the 36% shareholding participation in Norscut, for a total value of, approximately, 42M€. As at 23 June 2016, the Portuguese Competition Authority issued a decision of non-opposition, being in course the normal closing process.
4.2. SUBSEQUENT CORPORATE EVENTS There were no subsequent corporate events to register.
adopted by European Union. With the aim of continuing to improve the quality and transparency of the information provided, not only at the Consolidated level, but also, at the Business Unit level, and aligned with the best market practices, the units sold during the year 2015, namely, the hotel operation of Lagos (Aqualuz Lagos) and business of General Maintenance (UPK) of Refrigeration and HVAC segment, are now reported as discontinued operations. In accordance the restated 2015 information is presented in appendix.
This document is a translation from the Portuguese original version.
| Consolidated Profit and Loss Account | ||||||
|---|---|---|---|---|---|---|
| Million euro | 1Q 2015 | 2Q 2015 | 3Q 2015 | 4Q 2015 | 1Q 2016 | 2Q 2016 |
| Total Operational Income | 41.85 | 46.54 | 47.23 | 45.65 | 38.14 | 43.36 |
| Turnover Resorts |
38.98 644 |
39.78 7.27 |
46.40 10.20 |
44.45 5.77 |
3742 3.88 |
43.02 7.21 |
| Hospitality | 182 | 3.91 | 6.42 | 233 | 2.10 | 434 |
| Fitness | 3.50 | 3.94 | 3.78 | 3.96 | 4.14 | 445 |
| Energy | 15.58 | 13.01 | 11.70 | 10.29 | 11.74 | 9.77 |
| Refrigeration & HVAC | 12.63 | 11.13 | 13.35 | 19.38 | 14.27 | 14.43 |
| Others & Eliminations | $-1.00$ | 0.52 | 0.94 | 2.72 | 128 | 2.81 |
| Other Operational Income | 2.87 | 6.76 | 0.84 | 1.20 | 0.72 | 0.35 |
| EBITDA, excluding Guaranteed Income Provisions (1) | 3.24 | 10.03 | 8.14 | 3 11 | 1.67 | 416 |
| Resorts | 1.04 | 0.88 | 3.33 | $-1.08$ | 0.01 | 0.46 |
| Hospitality | $-1.94$ | $-0.56$ | 0.92 | $-163$ | $-1.76$ | $-0.59$ |
| Fitness | 0.23 | 0.62 | 0.40 | 0.57 | 0.38 | 0.62 |
| Energy | 3.22 | 2.48 | 1.99 | 1.51 | 2.36 | 1.93 |
| Refrigeration & HVAC | 0.42 | O.31 | 0.83 | 1.54 | 0.89 | 0.56 |
| Others & Eliminations | 0.26 | 6.30 | 0.67 | 219 | $-0.21$ | 117 |
| Provisions for Guaranteed Income | $-0.28$ | $-0.37$ | $-0.16$ | $-0.18$ | $-0.07$ | $-012$ |
| EBITDA | 2.95 | 9.67 | 7.98 | 2.92 | 1.59 | 4.04 |
| Amortization & Depreciation | $-3.90$ | $-3.90$ | $-4.03$ | $-3.89$ | $-3.92$ | $-3.99$ |
| Provisions & Impairment Losses | $-0.07$ | $-0.08$ | $-0.08$ | 0.23 | $-0.01$ | $-0.05$ |
| Non-recurrent costs/income (2) | 0.76 | $-0.39$ | $-0.57$ | 0.27 | $-0.38$ | 0.62 |
| EBIT | $-0.26$ | 5 2 9 | 3.30 | $-0.47$ | 2.72 | 0.63 |
| Net Financial Expenses | $-2.20$ | $-2.29$ | $-2.58$ | $-1.53$ | $-2.38$ | $-1.71$ |
| Investment Income and Results from Assoc. Undertakings | 1.21 | 0.79 | 1.01 | 0.13 | 105 | 15.32 |
| EBT | 125 | 3.78 | 1.74 | 1.87 | $-4.04$ | 14.24 |
| Taxation | $-0.86$ | $-0.10$ | 0.16 | 0.39 | 016 | $-0.54$ |
| Net Profit - Continued Businesses | $-2.11$ | 3.68 | 1.90 | 1.48 | $-3.88$ | 13.70 |
| Net Profit - Discontinued Businesses | $-0.56$ | $-0.15$ | 0.30 | $-0.18$ | 0.00 | 0.00 |
| Net Profit Total | $-2.68$ | 3.53 | 2.20 | 166 | $-3.88$ | 13.70 |
| Attributable to Equity Holders of Sonae Capital | $-2.93$ | 3.12 | 1.86 | $-2.35$ | $-419$ | 13.33 |
| A marting the field of the Alberta Community of History Hammard and | $\sim$ $\sim$ $\sim$ | $\sim$ $\lambda$ 3 | $\sim$ $\rightarrow$ $\rightarrow$ | 0.00 | $\sim$ 71 | $\sim$ $\rightarrow$ $\rightarrow$ |
PART II APPENDIX TO THE REPORT OF THE BOARD OF DIRECTORS
REPORT AND ACCOUNTS – JUNE 2016 Appendix to the Report of the Board of Directors
The signatories individually declare that, to their knowledge, the Report of the Board of Directors, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared in accordance with applicable International Financial Reporting Standards, and give a true and fair view, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of Sonae Capital, SGPS, SA, and of the companies included in the consolidation perimeter, and that the Report of the Board of Directors faithfully describes major events that occurred during the first half of 2016 and their impacts, if any, in the business performance and financial position of Sonae Capital, SGPS, SA and of the companies included in the consolidation perimeter, and contains an appropriate description of the major risks and uncertainties that they face.
Maia, 28 July 2016
Duarte Paulo Teixeira de Azevedo
Álvaro Carmona e Costa Portela
Francisco de La Fuente Sánchez
Paulo José Jubilado Soares de Pinho
Maria Cláudia Teixeira de Azevedo
Ivone Pinho Teixeira
Miguel Jorge Moreira da Cruz Gil Mata
Disclosure of the number of shares and other securities issued by the Company which are held by members of the Statutory Governing and Auditing Bodies or by people discharging managerial responsibilities ("dirigentes"), as well as by people closely connected with them pursuant article 248-B of the Portuguese Securities Code and description of transactions made over such securities during the first half of 2016:
| Position as at | Balance as at | ||||||
|---|---|---|---|---|---|---|---|
| Additions | Reductions | 30.06.2016 | 30.06.2016 | ||||
| Belmiro Mendes de Azevedo (**) Efanor Investimentos, SGPS, SA (1) Sonae Capital, SGPS, SA |
Date | Quantity | Av. Price € | Quantity | Av. Price € | Dominant | Quantity 837.000 |
| Maria Margarida Carvalhais Teixeira de Azevedo (**) | |||||||
| Efanor Investimentos, SGPS, SA (1) Sonae Capital, SGPS, SA |
Minority | 1.862 | |||||
| Duarte Paulo Teixeira de Azevedo () (*) Efanor Investimentos, SGPS, SA (1) Migracom, SA (2) Closely connected person (a) |
Minority Dominant |
26.991 | |||||
| Maria Cláudia Teixeira de Azevedo () (*) Sonae Capital, SGPS, SA Efanor Investimentos, SGPS, SA (1) Linhacom, SGPS, SA (3) |
31.03.2016 | 169.105 | 0,606 | Minority Dominant |
169.105 | ||
| Álvaro Carmona e Costa Portela (*) | |||||||
| Sonae Capital, SGPS, SA Sonae Capital/2014-2019 Bonds |
24.942 1 |
||||||
| Paulo José Jubilado Soares de Pinho (*) Sonae Capital, SGPS, SA Closely connected person (b) |
12.650 | ||||||
| 8.125 | |||||||
| Miguel Jorge Moreira da Cruz Gil Mata (*) Sonae Capital, SGPS, SA |
697.931 |
| Position as at | Balance as at | |||||
|---|---|---|---|---|---|---|
| Date | Quantity | Additions Av. Price € |
Quantity | Reductions Av. Price € |
30.06.2016 | 30.06.2016 Quantity |
| (1) Efanor Investimentos, SGPS, SA Sonae Capital, SGPS, SA Pareuro, BV (4) |
Dominant | 88.859.200 | ||||
| (2) Migracom, SA Sonae Capital, SGPS, SA Imparfin - Investimentos e Participações Financeiras, SA (5) |
Minority | 161.250 | ||||
| (3) Linhacom, SGPS, SA Sonae Capital, SGPS, SA Imparfin - Investimentos e Participações Financeiras, SA (5) |
Minority | 43.912 | ||||
| (4) Pareuro, BV Sonae Capital, SGPS, SA |
66.600.000 | |||||
| (5) Imparfin - Investimentos e Participações Financeiras, SA Sonae Capital, SGPS, SA |
513.160 |
(*) Member of the Board of Directors of Sonae Capital, SGPS, SA
(**) Member of the Board of Directors of Efanor Investimentos, SGPS, SA (directly and indirectly dominant company) (a) article 248-B (4)(a) - family member who resides with the person discharging managerial responsibilities for more than a year
(b) article 248-B (4)(b) - held by Change Partners, SCR, SA, of which is Member of the Board of Directors
REPORT AND ACCOUNTS – JUNE 2016 Appendix to the Report of the Board of Directors
As required by Article 9(1)(c) of CMVM Regulation Nr. 5/2008, the following shareholders held more than 2% of the company's share capital as at 30 June 2016:
| Shareholder | Nr. of shares | % of Share Capital |
% of Voting Rights |
||||
|---|---|---|---|---|---|---|---|
| Efanor Investimentos, SGPS, S.A. (1) | |||||||
| Directly owned | 88.859.200 | 35,544% | 36,346% | ||||
| Through Pareuro, BV (controlled by Efanor) | 66.600.000 | 26,640% | 27,241% | ||||
| Through Belmiro Mendes de Azevedo (Chairman of the Board of Directors of Efanor) | 837.000 | 0,335% | 0,342% | ||||
| Through Maria Margarida Carvalhais Teixeira de Azevedo (Member of the Board of | 1.862 | 0,001% | 0,001% | ||||
| Directors of Efanor) Through Linhacom, SGPS, S.A. (controlled by the Member of the Board of Directors of |
43.912 | 0,018% | 0,018% | ||||
| Efanor Maria Cláudia Teixeira de Azevedo) Through Migracom, S.A. (controlled by the Member of the Board of Directors of Efanor |
161.250 | 0,065% | 0,066% | ||||
| Duarte Paulo Teixeira de Azevedo) Total attributable |
156.503.224 | 62,601% | 64,014% | ||||
| Argos Funds Total attributable |
5.181.429 5.181.429 |
2,073% 2,073% |
2,119% 2,119% |
||||
| Santander Asset Management - Sociedade Gestora de Fundos de Investimento Mobiliários, SA Through Santander Acções Portugal Fund (managed by Santander Asset Management) |
5.214.974 | 2,086% | 2,133% | ||||
| Through Santander PPA Fund (managed by Santander Asset Management) | 484.869 | 0,194% | 0,198% |
(1) Belmiro Mendes d e Azevedo is, under the terms of Article 20(1)(b) and Article 21(1) of the Portuguese Securities Code, the "ultimate beneficial owner", as he is the controlling shareholder of Efanor Investimentos, SGPS, SA and the latter wholly owns Pareuro BV.
Total attributable 5.699.843 2,280% 2,331%
(Amounts expressed in euro)
| ASSETS | Notes | 30/06/2016 | 31/12/2015 |
|---|---|---|---|
| NON-CURRENT ASSETS: | 7 | 244,996,328 | 251,495,972 |
| Tangible assets | 7 | 7,264,287 | 7,338,337 |
| Intangible assets | 8 | 60,892,528 | 60,892,528 |
| Goodwill | 5 | 1,233,958 | 12,960,514 |
| Investments in associated companies and joint ventures | 6 e 9 | 609,344 | 597,515 |
| Other investments | 13 | 23,464,846 | 23,620,310 |
| Deferred tax assets | 10 | 2,000,416 | 7,871,931 |
| Other non-current assets Total non-current assets |
340,461,707 | 364,777,107 | |
| CURRENT ASSETS: | |||
| Inventories | 11 | 124,088,796 | 126,761,744 |
| Trade account receivables and other current assets | 12 | 88,348,898 | 47,175,228 |
| Cash and cash equivalents | 14 | 4,378,212 | 35,318,251 |
| Total Current Assets | 216,815,906 | 209,255,223 | |
| TOTAL ASSETS | 557,277,613 | 574,032,330 | |
| EQUITY AND LIABILITIES | |||
| EQUITY: | |||
| Share capital | 15 | 250,000,000 | 250,000,000 |
| Own Shares | 15 | (1,404,226) | (1,426,791) |
| Reserves and retained earnings | 15 | 44,312,982 | 51,609,194 |
| Profit/(Loss) for the year attributable to the equity holders of Sonae Capital | 9,139,503 | (294,678) | |
| Equity attributable to the equity holders of Sonae Capital | 302,048,259 | 299,887,725 | |
| Equity attributable to non-controlling interests | 16 | 9,377,985 | 10,247,125 |
| TOTAL EQUITY | 311,426,244 | 310,134,850 | |
| LIABILITIES: | |||
| NON-CURRENT LIABILITIES: | |||
| Loans | 17 | 121,871,775 | 103,923,602 |
| Other non current liabilities Deferred tax liabilities |
19 13 |
2,926,856 10,952,118 |
3,033,619 10,948,548 |
| Provisions | 22 | 3,079,824 | 3,079,824 |
| Total Non-Current Liabilities | 138,830,573 | 120,985,593 | |
| CURRENT LIABILITIES: | |||
| Loans | 17 | 38,586,922 | 80,592,682 |
| Trade creditors and other current liabilities | 21 | 64,061,403 | 56,961,279 |
| Provisions | 22 | 4,372,471 | 5,357,926 |
| Total Current Liabilities | 107,020,796 | 142,911,887 | |
| TOTAL LIABILITIES | 245,851,369 | 263,897,480 | |
| TOTAL EQUITY AND LIABILITIES | 557,277,613 | 574,032,330 |
(Amounts expressed in euro)
| Notes | 30/06/2016 | 30/06/2015 | |
|---|---|---|---|
| Sales | 32,024,267 | 38,679,250 | |
| Services rendered | 47,358,149 | 37,032,528 | |
| Other operating income | 23 | 2,027,502 | 14,012,266 |
| Cost of sales | (28,899,902) | (30,128,408) | |
| Changes in stocks of finished goods and work in progress | (1,959,751) | (2,374,010) | |
| External supplies and services | (26,349,837) | (23,194,110) | |
| Staff costs | (16,384,315) | (16,280,830) | |
| Depreciation and amortisation | (7,905,962) | (7,797,540) | |
| Provisions and impairment losses (Increases/Decreases) | (568,738) | (617,605) | |
| Other operating expenses | (1,425,935) | (4,301,664) | |
| Operational profit/(loss) | (2,084,522) | 5,029,877 | |
| Financial Expenses | (4,568,150) | (5,484,257) | |
| Financial Income | 478,265 | 989,758 | |
| Net financial income / (expenses) | (4,089,880) | (4,494,499) | |
| Profit/(Loss) in associated and jointly controlled companies | 5 | 111,399 | 2,095,576 |
| Investment income Profit/(Loss) before taxation |
25 | 16,256,573 10,193,565 |
(100,612) 2,530,342 |
| taxation | 26 | (377,046) | (961,453) |
| Profit/(Loss) for the year - continued operations | 9,816,519 | 1,568,889 | |
| Profit/(Loss) for the year - discontinued operations | - | (712,456) | |
| Profit/(Loss) for the year | 27 | 9,816,519 | 856,433 |
| Attributable to: Equity holders of Sonae Capital |
|||
| Non-controlling interests | 9,139,503 | 196,406 | |
| 16 | 677,016 | 660,027 | |
| Profit/(Loss) per share | |||
| Basic | 29 | 0.037041 | 0.000797 |
| Diluted | 29 | 0.037041 | 0.000797 |
(Amounts expressed in euro)
| Notes | 2nd Quarter 16 1 | 2nd Quarter 15 1 | |
|---|---|---|---|
| Sales | 6,364,210 | 17,849,164 | |
| Services rendered | 36,651,512 | 19,885,215 | |
| Other operating income | 956,698 | 10,171,984 | |
| Cost of sales | (14,907,325) | (15,101,832) | |
| Changes in stocks of finished goods and work in progress | (1,496,807) | (124,742) | |
| External supplies and services | (14,081,018) | (11,608,323) | |
| Staff costs | (8,145,107) | (8,004,845) | |
| Depreciation and amortisation | (3,986,273) | (3,897,965) | |
| Provisions and impairment losses (Increases/Decreases) | (211,130) | (534,050) | |
| Other operating expenses Operational profit/(loss) |
(513,687) 631,073 |
(3,344,971) 5,289,635 |
|
| Financial Expenses | |||
| Financial Income | (1,987,534) | (2,913,099) | |
| 277,013 | 619,230 | ||
| Net financial income / (expenses) | (1,710,515) | (2,293,869) | |
| Profit/(Loss) in associated and jointly controlled companies | 5 | (938,797) | 847,598 |
| Investment income Profit/(Loss) before taxation |
16,256,574 14,238,329 |
(61,036) 3,782,328 |
|
| taxation | 24 | (540,282) | (98,928) |
| Profit/(Loss) for the year - continued operations | 13,698,047 | 3,683,400 | |
| Profit/(Loss) for the year - discontinued operations | - | (149,207) | |
| Profit/(Loss) for the year Attributable to: |
25 | 13,698,047 | 3,534,193 |
| Equity holders of Sonae Capital | 13,332,647 | 3,122,485 | |
| Non-controlling interests | 16 | 365,400 | 411,708 |
| Profit/(Loss) per share | |||
| Basic | 27 | 0.054035 | 0.012682 |
| Diluted | 27 | 0.054035 | 0.012682 |
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 - Interim Financial Reporting
| SONAE CAPITAL, SGPS, SA |
|---|
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
| FOR THE SIX MONTHS ENDED 30 JUNE 2016 AND 2015 |
(Amounts expressed in euro)
| 30/06/2016 | 30/06/2015 | |
|---|---|---|
| Consolidated net profit/(loss) for the period | 9,816,519 | 856,433 |
| Items that may be reclassified subsequently to net profit / (loss): | ||
| Changes in the currency translation differences | 50,530 | 40,004 |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
7,381,842 | 963,396 |
| Change in the fair value of assets available for sale | - | 708,397 |
| Change in the fair value of cash flow hedging derivatives | 23,714 | 213,695 |
| Tax related to other comprehensive income captions | (2,869) | (233,965) |
| Other comprehensive income for the period | 7,453,217 | 1,691,527 |
| Total comprehensive income for the period | 17,269,736 | 2,547,960 |
| Attributable to: | ||
| Equity holders of Sonae Capital Non-controlling interests |
16,593,997 675,739 |
1,881,460 666,500 |
| SONAE CAPITAL, SGPS, SA |
|---|
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
| FOR THE SECOND QUARTERS OF 2016 AND 2015 |
(Amounts expressed in euro)
| nd Quarter 16 1 2 |
nd Quarter 15 1 2 |
|
|---|---|---|
| Consolidated net profit/(loss) for the period | 13,698,047 | 3,534,193 |
| Items that may be reclassified subsequently to net profit / (loss): | ||
| Changes in the currency translation differences | (60,236) | 84,300 |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
7,340,797 | 1,016,663 |
| Change in the fair value of assets available for sale | - | 368,248 |
| Change in the fair value of cash flow hedging derivatives | 17,780 | 10,313 |
| Tax related to other comprehensive income captions | (1,623) | (160,964) |
| Other comprehensive income for the period | 7,296,718 | 1,318,560 |
| Total comprehensive income for the period | 20,994,765 | 4,852,753 |
| Attributable to: Equity holders of Sonae Capital Non-controlling interests |
20,643,567 351,198 |
4,421,696 431,057 |
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 - Interim Financial Reporting
REPORT AND ACCOUNTS – JUNE 2016 Consolidated Financial Statements
(Amounts expressed in euro)
| Attributable to Equity Holders of Sonae Capital | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital |
Own Shares |
Demerger Reserve (Note 15) |
Translation Reserves |
Fair Value Reserves |
Hedging Reserves |
Other Reserves and Retained Earnings |
Sub total | Net Profit/(Loss) |
Total | Non Controlling Interests |
Total Equity | |
| Balance as at 1 January 2015 | 250,000,000 | (1,486,301) | 132,638,253 | (130,882) | (750,961) | (239,276) (75,237,394) | 56,279,740 | (6,832,009) | 297,961,430 | 9,375,864 | 307,337,294 | |
| Total consolidated comprehensive income for the period | - | - | - | 34,252 | 708,397 | 212,974 | 729,431 | 1,685,054 | 196,406 | 1,881,460 | 666,500 | 2,547,960 |
| Appropriation of profit of 2014: | - | - | - | - | - | - | - | - | - | - | - | - |
| Transfer to legal reserves and retained earnings | - | - | - | - | - | - | (6,832,009) | (6,832,009) | 6,832,009 | - | - | - |
| Dividends paid | - | - | - | - | - | - | - | - | - | - | (1,077,110) | (1,077,110) |
| (Acquisition)/Sales of own shares | - | 72,435 | - | - | - | - | - | - | - | 72,435 | - | 72,435 |
| Changes in the percentage of capital held in affiliated companies | - | - | - | - | - | - | (219,830) | (219,830) | - | (219,830) | 219,830 | - |
| Other changes | - | - | - | - | - | - | 1,026 | 1,026 | - | 1,026 | - | 1,026 |
| Balance as at 30 June 2015 | 250,000,000 | (1,413,866) | 132,638,253 | (96,630) | (42,564) | (26,302) | (81,558,776) | 50,913,981 | 196,406 | 299,696,521 | 9,185,084 | 308,881,605 |
| Balance as at 1 January 2016 | 250,000,000 | (1,426,791) | 132,638,253 | (23,350) | - | (11,956) (80,993,753) | 51,609,194 | (294,678) | 299,887,725 | 10,247,125 | 310,134,850 | |
| Total consolidated comprehensive income for the period | - | - | - | 51,807 | - | 23,714 | 7,378,973 | 7,454,494 | 9,139,503 | 16,593,997 | 675,739 | 17,269,736 |
| Appropriation of profit of 2015: | - | - | - | - | - | - | - | - | - | - | - | - |
| Transfer to legal reserves and retained earnings | - | - | - | - | - | - | (294,678) | (294,678) | 294,678 | - | - | - |
| Dividends paid | - | - | - | - | - | - | (14,669,026) | (14,669,026) | - | (14,669,026) | (1,425,614) | (16,094,640) |
| (Acquisition)/Sales of own shares | - | 22,565 | - | - | - | - | - | - | - | 22,565 | - | 22,565 |
| Changes in the percentage of capital held in affiliated companies | - | - | - | - | - | - | 119,266 | 119,266 | - | 119,266 | (119,266) | - |
| Other changes Balance as at 30 June 2016 |
- 250,000,000 |
- (1,404,226) |
- 132,638,253 |
- 28,457 |
- - |
- | 93,732 11,758 (88,365,486) |
93,732 44,312,982 |
- 9,139,503 |
93,732 302,048,259 |
- 9,377,985 |
93,732 311,426,244 |
REPORT AND ACCOUNTS – MARCH 2016
(Amounts expressed in euro)
| OPERATING ACTIVITIES: Cash receipts from trade debtors 82,025,333 79,785,533 46,576,062 36,344,610 Cash receipts from trade creditors (52,110,016) (52,728,599) (29,979,881) (26,230,894) Cash paid to employees (15,851,967) (16,791,937) (8,623,980) (9,052,295) Cash flow generated by operations 14,063,350 10,264,997 7,972,201 1,061,421 Income taxes (paid) / received (356,608) (1,557,085) (193,329) (1,502,458) Other cash receipts and (payments) relating to operating activities 448,933 82,886 855,049 877,883 Net cash from operating activities (1) 14,155,675 8,790,798 8,633,921 436,846 INVESTMENT ACTIVITIES: Cash receipts arising from: Investments 600,782 23,585,714 600,215 20,698,751 Tangible assets 1,414,708 13,594,337 318,066 12,051,959 Intangible assets 49,089 - 49,089 - Interest and similar income 163,383 828,137 49,162 61,681 Dividends 194,419 273,631 194,419 273,631 2,422,381 38,281,819 1,210,951 33,086,022 Cash Payments arising from: Investments (138,229) (18,039) (132,290) (15,276) Tangible assets (2,846,621) (6,730,024) (1,328,454) (2,013,461) Intangible assets (193,411) (67,452) (50,680) 162,888 Loans granted (41,503) (987,797) - - (3,219,764) (7,803,312) (1,511,424) (1,865,849) Net cash used in investment activities (2) (797,383) 30,478,507 (300,473) 31,220,173 FINANCING ACTIVITIES: Cash receipts arising from: Loans obtained 68,854,596 9,100,000 38,128,299 3,100,000 Sale of own shares 144,043 72,435 144,043 72,435 68,998,639 9,172,435 38,272,342 3,172,435 Cash Payments arising from: Loans obtained (92,821,342) (26,220,621) (29,532,486) (12,546,983) Interest and similar charges (4,203,896) (4,971,469) (2,380,423) (2,788,764) Dividends (15,987,705) (793,886) (15,831,455) (793,886) (113,012,943) (31,985,976) (47,744,364) (16,129,633) Net cash used in financing activities (3) (44,014,304) (22,813,541) (9,472,022) (12,957,198) Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (30,656,012) 16,455,764 (1,138,574) 18,699,821 Effect of foreign exchange rate 287,431 77,480 26,521 118,890 Cash and cash equivalents at the beginning of the period 14 35,318,251 8,148,876 - - |
Notes | 30/06/2016 | 30/06/2015 | nd 2 QUARTER 2016 1 |
nd 2 QUARTER 2015 1 |
|
|---|---|---|---|---|---|---|
| Cash and cash equivalents at the end of the period | 14 | 4,374,808 | 24,527,160 | (1,165,095) | 18,580,931 |
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited
(Translation from the Portuguese Original) (Amounts expressed in Euro)
Reflecting the current management structure, the reporting segments were revised, addressing the strategic business areas identified in the Group:
The non-strategic assets (including non-tourism real estate assets and financial shareholdings) are included in the segment "Other assets".
Basis of preparation Interim financial statements were presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accompanying consolidated financial statements have been prepared from the books and accounting records of the Company and of its affiliated undertakings, on a going concern basis and under the historical cost convention, except for derivative financial instruments which are stated at fair value.
FINANCIAL STATEMENTS Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 30 June 2016
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 June 2016 | 31 December 2015 | ||||||
| Company | Head Office | Direct | Total | Direct | Total | ||
| Sonae Capital SGPS, SA | Maia | Holding | Holding | Holding | Holding | ||
| Hotels | |||||||
| Porto Palácio Hotel, SA | a) | Porto | 100,00% | 100,00% | 100,00% | 100,00% | |
| 3) | SC Hospitality, SGPS, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% |
| The Artist Porto Hotel & Bistrô - Actividades Hoteleiras, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| 4) | The House Ribeira Hotel – Exploração Hoteleira, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% |
| Aqualuz Tróia, SA | a) | Grândola | 100,00% | 100,00% | 100,00% | 100,00% | |
| Resorts | |||||||
| Atlantic Ferries-Tráf.Loc,Flu.e Marít,SA | a) | Grândola | 95,77% | 95,77% | 95,77% | 95,77% | |
| Golf Time-Golfe e Invest. Turísticos, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Imopenínsula - Sociedade Imobiliária, SA | a) | Grândola | 100,00% | 100,00% | 100,00% | 100,00% | |
| Imoresort - Sociedade Imobiliária, S.A. | a) | Grândola | 100,00% | 100,00% | 100,00% | 100,00% | |
| Marina de Tróia, SA. | a) | Grândola | 100,00% | 100,00% | 100,00% | 100,00% | |
| Marmagno-Expl.Hoteleira Imob.,SA | a) | Grândola | 100,00% | 100,00% | 100,00% | 100,00% | |
| Marvero-Expl.Hotel.Im.,SA | a) | Grândola | 100,00% | 100,00% | 100,00% | 100,00% | |
| SII - Soberana Invest. Imobiliários, SA | a) | Grândola | 100,00% | 100,00% | 100,00% | 100,00% | |
| Soltroia-Imob.de Urb.Turismo de Tróia,SA | a) | Lisbon | 100,00% | 100,00% | 100,00% | 100,00% | |
| Tróia Market, S.A. | a) | Grândola | 100,00% | 100,00% | 100,00% | 100,00% | |
| Tróia Natura, S.A. | a) | Grândola | 100,00% | 100,00% | 100,00% | 100,00% | |
| Troiaresort-Investimentos Turísticos, SA | a) | Grândola | 100,00% | 100,00% | 100,00% | 100,00% | |
| 1) | Troiaresort, SGPS, SA | a) | Matosinhos | 100,00% | 100,00% | 100,00% | 100,00% |
| Tulipamar-Expl.Hoteleira Imob.,SA | a) | Grândola | 100,00% | 100,00% | 100,00% | 100,00% | |
| Fitness | |||||||
| Solinca - Health & Fitness, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Energy | |||||||
| Atelgen - Produção Energia, ACE | a) | Barcelos | 51,00% | 51,00% | 51,00% | 51,00% | |
| CAPWATT - Brainpower, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| CAPWATT - ACE, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Capwatt Colombo - Heat Power, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Capwatt Engenho Novo - Heat Power, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Capwatt Hectare - Heat Power, ACE | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Capwatt II - Heat Power, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Capwatt III - Heat Power, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Capwatt Maia - Heat Power, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Capwatt Martim Longo - Solar Power, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Capwatt Vale do Caima - Heat Power, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Capwatt Vale do Tejo - Heat Power, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| CAPWATT - SCSGPS, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Carvemagere - Manutenção e Energias Renováveis, Lda | a) | Barcelos | 65,00% | 65,00% | 65,00% | 65,00% | |
| Companhia Térmica SERRADO, ACE | a) | Maia | 70,00% | 70,00% | 70,00% | 70,00% | |
| Companhia Térmica Tagol, Lda. | a) | Oeiras | 100,00% | 100,00% | 100,00% | 100,00% | |
| CTE - Central Termoeléctrica do Estuário, Lda | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Enerlousado - Recursos Energéticos, Lda. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Ronfegen - Recursos Energéticos, Lda. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Soternix - Produção de Energia, ACE | a) | Barcelos | 51,00% | 51,00% | 51,00% | 51,00% |
| Refrigeration and HVAC | |||||||
|---|---|---|---|---|---|---|---|
| QCE - Desenvolvimento e fabrico de Equipamentos, SA | a) | Matosinhos | 100,00% | 70,00% | 100,00% | 70,00% | |
| Sistavac, SA | a) | Matosinhos | 100,00% | 70,00% | 100,00% | 70,00% | |
| Sistavac, SGPS, SA | a) | Matosinhos | 70,00% | 70,00% | 70,00% | 70,00% | |
| Sistavac Sistemas HVAC-R do Brasil, Ltda | a) | São Paulo | 100,00% | 70,00% | 100,00% | 70,00% | |
| Sopair, S.A. | a) | Madrid | 100,00% | 70,00% | 100,00% | 70,00% | |
| Spinarq Moçambique, Lda | a) | Maputo | 70,00% | 70,00% | 100,00% | 100,00% | |
| Spinarq-Engenharia,Energia e Ambiente,SA | a) | Luanda | 99,90% | 99,90% | 99,90% | 99,90% | |
| Other Assets | |||||||
| Bloco Q-Soc.Imobil.SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Casa da Ribeira-Sociedade Imobiliária, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Centro Residencial da Maia,Urban.,SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Cinclus Imobiliária,SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Contacto Concessões, SGPS, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Contry Club da Maia-Imobiliaria,SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Empreend.Imob.Quinta da Azenha,SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Fundo Esp.Inv.Imo.Fec. WTC | a) | Maia | 99,99% | 99,99% | 99,82% | 99,82% | |
| Imoclub-Serviços Imobilários,SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Imodivor - Sociedade Imobiliária, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Imohotel-Emp.Turist.Imobiliários,SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Imoponte - Sociedade Imobiliária, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Imosedas-Imobiliária e Seviços,SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Implantação - Imobiliária, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Inparvi SGPS, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Interlog-SGPS,SA | a) | Lisbon | 98,98% | 98,98% | 98,98% | 98,98% | |
| Porturbe-Edifícios e Urbanizações,SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Praedium - Serviços, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Praedium II-Imobiliária,SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Prédios Privados Imobiliária,SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Predisedas-Predial das Sedas,SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Promessa Sociedade Imobiliária, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| SC-Eng. e promoção imobiliária,SGPS,S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| 2) | SC Assets, SGPS, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% |
| Sete e Meio Herdades-Inv. Agr. e Tur.,SA | a) | Grândola | 100,00% | 100,00% | 100,00% | 100,00% | |
| Société de Tranchage Isoroy SAS. | a) | Honfleur | 100,00% | 100,00% | 100,00% | 100,00% | |
| Soira - Soc. Imobiliária de Ramalde, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Sótaqua - Soc. de Empreend. Turisticos | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Spinveste - Promoção Imobiliária, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Spinveste-Gestão Imobiliária SGII,SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Urbisedas-Imobiliária das Sedas, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Vistas do Freixo-Emp.Tur.Imobiliários,SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Others | |||||||
| Imobeauty, S.A. | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| SC - Sociedade de Consultadoria, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| SC Finance BV | a) | Amsterdam | 100,00% | 100,00% | 100,00% | 100,00% | |
| SC For - Ser.Formação e Desenvolv.Recursos Humanos, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| 5) | UP Invest, SGPS, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% |
| SC, SGPS, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
| Solinfitness - Club Málaga, S.L. | a) | Málaga | 100,00% | 100,00% | 100,00% | 100,00% | |
| Spred, SGPS, SA | a) | Maia | 100,00% | 100,00% | 100,00% | 100,00% | |
1) Ex-Imoareia - Invest. Turísticos, SGPS, SA; 2) Ex- Praedium, S.G.P.S., S.A;
3) Ex- Sonae Turismo, SGPS, SA;
4) Ex- The Artist Ribeira, SA; 5) Ex- SC Hospitality, SGPS, SA.
a) Majority of voting rights
COMPANIES Associated and jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group as at 30 June 2016 and 31 December 2015 are as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company | Head Office | 30 June 2016 Direct |
Total | 31 December 2015 Direct |
Total | 30 June 2016 |
Book Value 31 December 2015 |
|
| Other Assets | ||||||||
| 1) | Andar - Sociedade Imobiliária, SA Sociedade de Construções do Chile, SA |
Maia Maia |
50.00% 100.00% |
50.00% 50.00% |
50.00% 100.00% |
50.00% 50.00% |
- - |
- - |
| 1) | Vastgoed One - Sociedade Imobiliária, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| 1) | Vastgoed Sun - Sociedade Imobiliária, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| Lidergraf - Artes Gráficas, Lda | Vila do Conde |
24.50% | 24.50% | 24.50% | 24.50% | 958833 | 975,156 | |
| 2) | Norscut - Concessionária de Auto-Estradas, SA |
Lisbon | 36.00% | 36.00% | 36.00% | 36.00% | - | 11,761,812 |
| Operscut - Operação e Manutenção de Auto estradas, SA |
Lisbon | 15.00% | 15.00% | 15.00% | 15.00% | 24,000 | 24,000 | |
| Energy | ||||||||
| Feneralt – Produção de Energia, ACE | Barcelos | 25.00% | 25.00% | 25.00% | 25.00% | 251.125 | 199,546 | |
| Total | 1.233.958 | 12,960,514 |
1) Null investment values result from the adoption of the equity method in Andar – Sociedade Imobiliária, SA, holder of all
of these investments; 2) On 23 June 2016 the Portuguese Competition Authority issued a decision of non-opposition to the sale of the stake in the procedd Norscut. The impact of this decidion is properly carried out in the financial statements.
Associated and jointly controlled companies are consolidated using the equity
method. As at 30 June 2016 and 31 December 2015, aggregate values of main financial indicators of jointly controlled companies can be resumed as follows:
| 30 June 2016 | 31 December 2015 | |
|---|---|---|
| Total Assets | 55,450,297 | 55,448,333 |
| Total Liabilities | 16,893,197 | 16,439,200 |
| Income | - | 97,288 |
| Expenses | 456,233 | 1,392,801 |
During the periods ended 30 June 2016 and 2015, movements in investments of associated and jointly controlled companies may be summarized as follows:
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| Opening balance as at 1 January | 12,992,457 | 20,762,638 |
| Acquisitions in the period | - | 8,000 |
| Disposals in the period | (19,144,575) | - |
| Equity method | 7,493,241 | 3,058,973 |
| Dividends received | (75,222) | (56,151) |
| Closing balance as at 30 June | 1,265,901 | 23,773,460 |
| Accumulated impairment losses (Note 22) | (31,943) 1,233,958 |
(31,944) 23,741,516 |
The amount shown under "Disposals in the period" related to Norscut – Concessionária de Auto-Estradas, SA.
The use of the equity method had the following impacts: 111,399 euro recorded on share of results of associated undertakings (2,095,576 euro at 30 June 2015), and
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 June 2016 | 31 December 2015 | ||||||
| Company | Head Office |
Direct | Total | Direct | Total | 30 June 2016 |
31 December |
| Resorts | 2015 | ||||||
| Infratroia – Emp. de Infraest. de Troia, E.N. |
Grândola | 25.90% | 25.90% | 25.90% | 25.90% | 64,747 | 64,747 |
| Other Assets Fundo de Investimento Imobiliário Imosonae Dois |
Maia | 0.06% | 0.06% | 0.06% | 0.06% | 124,892 | 124,892 |
| Net, SA Fundo de Capital de Risco F |
Lisbon Lisbon |
0.98% 6.48% |
0.98% 6.48% |
0.98% 6.48% |
0.98% 6.48% |
23,034 250,950 |
23,034 250,950 |
| HITEC Other investments |
145,721 | 133,892 | |||||
| Total (Note 9) | 609,344 | 597,515 |
| Land and | Equipment | Other Tangible |
Tangible Assets in |
Total Tangible |
|---|---|---|---|---|
| Assets | ||||
| 433,999,354 | ||||
| 2,660,051 | ||||
| (6,059,873) | ||||
| (117,087) | ||||
| (714,731) | ||||
| 429,767,714 | ||||
| 182,503,382 | ||||
| 7,617,843 | ||||
| (5,053,264) | ||||
| (77,016) | ||||
| (219,559) | ||||
| 84,909,721 | 98,152,584 | 1,709,081 | - | 184,771,386 |
| 251,495,972 | ||||
| 244,996,328 | ||||
| Buildings 224,435,722 178,451 (521,334) - 211,384 224,304,223 83,514,782 1,436,790 (41,471) - (380) 140,920,940 |
192,766,256 233,757 (5,372,539) (123,565) 6,930,245 194,434,154 97,307,652 6,143,332 (4,996,547) (82,674) (219,179) 95,458,604 |
Tangible Assets Assets 2,081,623 - (15,246) 6,478 136,122 2,208,977 1,680,948 37,721 (15,246) 5,658 - 400,675 |
progress 14,715,753 2,247,843 (150,754) - (7,992,482) 8,820,360 - - - - - 14,715,753 139,394,502 96,281,570 499,896 8,820,360 |
1) Includes impairment losses amounting to 58,507 eur
Major amounts included in the caption Tangible assets in progress, refer to the following projects:
| 30 June 2016 | 31 December 2015 | |
|---|---|---|
| Tróia | 8,424,295 | 8,091,116 |
| Cogeneration Project | 101,014 | 52,083 |
| Health Clubs Refurbishment | 137,738 | 1,208,506 |
| Others | 157,313 | 5,364,048 |
| 8,820,360 | 14,715,753 |
| Intangible Assets | |||||||
|---|---|---|---|---|---|---|---|
| Patents and other similar Software rights |
Other Intangible Assets |
Total Intangible Assets |
|||||
| Gross Cost: | progress | ||||||
| Opening balance as at 1 January 2016 | 7,789,237 | 3,281,292 | 155,474 | 225,546 | 11,451,549 | ||
| Capital expenditure | - | - | 1,154 | 286,314 | 287,468 | ||
| Exchange rate effect | - | 2,487 | - | - | 2,487 | ||
| Transfers | - | 271,235 | (115,674) | (171,396) | (15,835) | ||
| Closing balance as at 30 June 2016 | 7,789,237 | 3,555,014 | 40,954 | 340,464 | 11,725,669 |
| Opening balance as at 1 January 2016 1,522,646 2,581,146 9,421 - Disposals 88,878 257,749 - - Exchange rate effect - 1,543 - - Closing balance as at 30 June 2016 1,611,524 2,840,438 9,421 - Carrying amount as at 1 January 2016 6,266,592 700,146 146,053 225,546 |
|||
|---|---|---|---|
| 4,113,213 | |||
| 346,627 | |||
| 1,543 | |||
| 4,461,383 | |||
| 7,338,337 | |||
| Carrying amount as at 30 June 2016 6,177,714 714,576 31,533 340,464 |
7,264,287 |
As at 30 June 2016 the net assets of Marina de Troia in Patents and other similar rights, amounts to 5,775,683 euro (5,849,778 euro at 31 December 2015).
| 30 June 2016 | 31 December 2015 | ||
|---|---|---|---|
| Gross amount: | |||
| Opening balance | 62,194,124 | 62,291,840 | |
| Decreases - disposals of affiliated companies | - | (97,716) | |
| Closing balance | 62,194,124 | 62,194,124 | |
| Accumulated impairment losses: | |||
| Opening balance Closing balance |
1,301,596 1,301,596 |
1,301,596 1,301,596 |
|
| Total | 60,892,528 | 60,892,528 |
| 30 June 2016 | 31 December 2015 | |||
|---|---|---|---|---|
| Non current | Current | Non current | Current | |
| Investments at acquisition cost | ||||
| Opening balance as at 1 January | 889,353 | - | 879,446 | - |
| Acquisitions in the period | 11,829 | - | 9,907 | - |
| Closing balance as at 30 June | 901,182 | - | 889,353 | - |
| Accumulated impairment losses (Note 22) | (291,838) | - | (291,838) | - |
| 609,344 | - | 597,515 | - | |
| Investments held for sale | ||||
| Fair value as at 1 January | - | - | 33,493,884 | - |
| Disposals in the period | - | - | (34,244,847) | - |
| Increase/(Decrease) in fair value | - | - | 750,963 | - |
| Fair value as at 30 June | - | - | - | - |
| Accumulated impairment losses (Note 22) Fair value (net of impairment losses) as at 30 June |
- - |
- - |
- - |
- - |
| Other Investments | 609,344 | - | 597,515 | - |
These investments are recorded at acquisition cost less impairment losses.
| 30 June 2016 | 31 December 2015 | |
|---|---|---|
| Loans granted to related parties | ||
| Norscut - Concessionária de Auto-Estradas, SA | - | 5,911,400 |
| Others | 841,424 | 812,606 |
| 841,424 | 6,724,006 | |
| Impairment losses (Note 22) | (34,916) | (34,916) |
| 806,508 | 6,689,090 | |
| Trade accounts receivable and other debtors Others |
1,193,908 | 1,182,841 |
| Impairment losses (Note 22) | - | - |
| 1,193,908 | 1,182,841 | |
| Other non current assets | 2,000,416 | 7,871,931 |
| 30 Junho 2016 | 31 Decembre 2015 | ||||
|---|---|---|---|---|---|
| Total | of which Real Estate Developments |
Total | of which Real Estate Developments |
||
| Raw materials, by-products and consumables | 1,538,813 | - | 1,441,888 | - | |
| Goods for sale | 31,199,392 | 30,024,243 | 30,394,043 | 29,000,343 | |
| Finished goods | 20,559,890 | 20,559,890 | 23,487,868 | 23,487,868 | |
| Work in progress | 82,011,221 | 75,978,392 | 77,389,696 | 75,405,755 | |
| 135,309,316 | 126,562,525 | 132,713,495 | 127,893,966 | ||
| Accumulated impairment losses on stocks (Note 22) | (11,220,520) | (11,210,018) | (5,951,751) | (5,939,087) | |
| 124,088,796 | 115,352,507 | 126,761,744 | 121,954,879 |
| 30 June 2016 | 31 December 2015 | |
|---|---|---|
| Trade accounts receivable | 19,792,003 | 23,362,034 |
| Accumulated impairment losses on trade debtors (Note 22) | (4,197,836) | (3,986,937) |
| 15,594,167 | 19,375,097 | |
| Taxes recoverable | 11,779,971 | 12,626,936 |
| Loans granted to and other amounts to be received from related parties | 76,516 | 74,506 |
| Other current assets | ||
| Suppliers with a debtor balance | 375,547 | 458,365 |
| Other debtors | 4,157,006 | 4,369,117 |
| Accounts receivable from the sale of financial investments | 45,296,696 | 4,656,580 |
| Accounts receivable from the sale of tangible assets | 450,200 | 10,525 |
| Interest receivable | 134,597 | 42,156 |
| Deferred costs - Rents | 517,406 | 291,265 |
| Deferred costs - External supplies and services | 1,038,822 | 1,121,317 |
| Other current assets | 9,491,955 | 4,714,764 |
| 61,462,228 | 15,664,089 | |
| Accumulated impairment losses on other current assets (Note 22) | (563,984) | (565,400) |
| Trade accounts receivable and other current assets | 88,348,898 | 47,175,228 |
In the amount of "Accounts receivable from the sale of financial investments", about 41 million euro are related to the shareholding participation in Norscut.
| detailed as follows, split between the different types of temporary differences: | ||||
|---|---|---|---|---|
| Deferred tax assets 31 30 June December 2016 |
30 June 2016 |
Deferred tax liabilities 31 December |
||
| 2015 | 2015 | |||
| Amortisation and Depreciation harmonisation adjustments | 566,444 | 592,345 | 3,801,758 | 3,754,439 |
| Provisions and impairment losses of non-tax deductible | 6,609,737 | 6,682,330 | - | - |
| Write off of tangible and intangible assets | 71,250 | 71,250 | - | - |
| Revaluation of tangible assets | - | - | 93,594 | 93,307 |
| Tax losses carried forward | 16,199,128 | 16,252,396 | - | - |
| Write off of stocks Taxable temporary differences arising from the fair value |
- - |
- - |
520,364 6,536,401 |
548,376 6,543,174 |
| of non-current liabilities | ||||
| Others | 18,287 23,464,846 |
21,990 23,620,310 |
- 10,952,118 |
9,252 10,948,548 |
In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2016 and 31 December 2015, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| 30 June 2016 | 31 December 2015 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried |
Deferred tax assets |
Time limit | Tax losses carried |
Deferred tax assets |
Time limit |
|
| With limited time use | forward | forward | ||||
| Generated in 2012 | 19,769,442 | 4,151,583 | 2017 | 20,023,107 | 4,204,852 | 2017 |
| Generated in 2013 | 18,024,639 | 3,785,174 | 2018 | 18,024,639 | 3,785,174 | 2018 |
| Generated in 2014 | 11,725,573 | 2,462,370 | 2026 | 11,725,573 | 2,462,370 | 2026 |
| Generated in 2015 | 27,619,048 | 5,800,000 | 2027 | 27,619,048 | 5,800,000 | 2027 |
| Generated in 2016 | - | - | 2028 | - | - | 2028 |
| 77,138,702 | 16,199,128 | 77,392,368 | 16,252,396 | |||
| With a time limit different from the above mentioned |
- | - | - | - | ||
| 77,138,702 | 16,199,128 | 77,392,368 | 16,252,396 |
An analysis was made on the relevance of the recognition of deferred taxes, taking into account the possibility of them to be recovered in accordance with the medium
and long term prospects of the Group. Deferred tax assets arising from tax losses have been recorded only when it is likely
to occur taxable income in the future. As at 30 June 2016, tax losses carried forward amounting to 80,883,506 euro (75,631,592 euro as at 31 December 2015), have not originated deferred tax assets for prudential reasons and are detailed as follows:
| 30 June 2016 | 31 December 2015 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried |
Tax Credit | Time limit | Tax losses carried |
Tax Credit | Time limit |
|
| With limited time use | forward | forward | ||||
| Generated in 2012 | 13,872,225 | 2,913,167 | 2017 | 15,178,378 | 3,187,459 | 2017 |
| Generated in 2013 | 26,050,520 | 5,470,609 | 2018 | 22,917,452 | 4,812,665 | 2018 |
| Generated in 2014 | 1,832,844 | 384,897 | 2026 | 22,249 | 4,672 | 2026 |
| Generated in 2015 | 20,227,252 | 4,247,723 | 2027 | 18,638,746 | 3,914,137 | 2027 |
| Generated in 2016 | 7,044,255 | 1,479,294 | 2028 | - | - | 2028 |
| 69,027,096 | 14,495,690 | 56,756,825 | 11,918,933 | |||
| Without limited time use | 11,464,075 | 2,866,019 | - | - | ||
| With a time limit different from the above mentioned |
392,335 | 91,262 | 18,874,767 | 4,758,800 | ||
| 11,856,409 | 2,957,280 | 18,874,767 | 4,758,800 | |||
| 80,883,506 | 17,452,971 | 75,631,592 | 16,677,733 |
| 30 June 2016 | 31 December 2015 | ||
|---|---|---|---|
| Cash at hand | 145,285 | 111,450 | |
| Bank deposits Treasury applications |
4,228,325 4,603 |
35,201,904 4,897 |
|
| Cash and cash equivalents on the balance sheet | 4,378,212 | 35,318,251 | |
| Bank overdrafts - (Note 17) | (3,405) | - | |
| Cash and cash equivalents in the statement of cash-flows | 4,374,808 | 35,318,251 |
Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under current bank loans (Note 17).
value of 1 euro each. As at 30 June 2016, Sonae Capital SGPS, S.A. owns 5,516,226 own shares (5,914,571 own shares at 31 December 2015) booked for 1,404,226 euro (1,426,791 euro at 31 December 2015).
Other reserves includes amounts equal to the value of own shares held by the Group's parent company. This reserve should be unavailable while these shares are
kept by the company. The Reserves and retained earnings of Sonae Capital Group in the periods ended 30 June 2016 and 31 December 2015 are as follows:
| 30 June 2016 | 31 December 2015 | |
|---|---|---|
| Demerger reserve | 132,638,253 | 132,638,253 |
| Translation reserves | 28,457 | (23,350) |
| Hedging reserves | 11,758 | (11,956) |
| Other reserves and retained earnings | (88,365,486) | (80,993,753) |
| Reserves and retained earnings | 44,312,982 | 51,609,194 |
Demerger reserve The demerger originated a reserve in the amount of 132,638,253 euro, which has a treatment similar to that of a Legal Reserve. According to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital
Translation reserves This reserves are comprised by the conversion into euro of the financial statements of the subsidiaries that have other functional currency.
Hedging Reserve The reserve is comprised by the fair value of hedging derivatives and the accued interest of that derivative, and it is transferred to profit and loss when its subsidiaries are sold or liquidated.
| Opening balance as at 1 January | 30 June 2016 10,247,125 |
31 December 2015 9,375,864 |
|---|---|---|
| Changes in hedging reserves | - | 721 |
| Changes in the percentage of capital held in affiliated companies | (119,266) | 219,830 |
| Changes resulting from currency translation | (1,277) | 38,920 |
| Dividends paid | (1,425,614) | (1,079,240) |
| Others | 1 | (1) |
| Profit for the period attributable to minority interests Closing balance |
677,016 9,377,985 |
1,691,031 10,247,125 |
The non-controlling interests are primarily from companies in the refrigeration and HVAC segment.
| As at 30 June 2016 and 31 December 2015, Borrowings are made up as follows: | |||||
|---|---|---|---|---|---|
| 30 June 2016 | 31 December 2015 Outstanding amount |
||||
| Outstanding amount | Repayable on | ||||
| Current | Non Current | Current | Non Current | ||
| Bank loans Sonae Capital SGPS - commercial paper a) |
25,750,000 | - | - | - | Mar/2018 |
| Sonae Capital SGPS - commercial paper d) | 8,250,000 | - | 8,250,000 | - | Dec/2016 |
| Sonae Capital SGPS - commercial paper b) | - | 10,350,000 | - | - | Aug/2018 |
| Sonae Capital SGPS - commercial paper c) | - | 30,000,000 | - | 30,000,000 | Dec/2017 |
| Sonae Capital SGPS - commercial paper f) | - | - | 3,250,000 | 1,500,000 | May/2017 |
| Sonae Capital SGPS - commercial paper g) | - | - | 1,200,000 | 4,800,000 | Mar/2020 |
| Sonae Capital SGPS - commercial paper h) | - | 20,000,000 | - | - | Jun/2021 |
| Sonae Capital SGPS e) | - | - | 3,290,000 | 9,047,500 | Sep/2019 |
| Up-front fees | - | (150,207) | - | (255,080) | |
| Others | 1,218,460 | 1,196,069 | 1,735,702 | 1,600,754 | |
| 35,218,460 | 61,395,862 | 17,725,702 | 46,693,174 | ||
| Bank overdrafts (Note 14) | 3,405 | - | - | - | |
| Bank loans | 35,221,865 | 61,395,862 | 17,725,702 | 46,693,174 | |
| Bond Loans | |||||
| Sonae Capital 2011/2016 Bonds | - | - | 10,000,000 | - | Jan/2016 |
| SC, SGPS, S.A. 2008/2018 Bonds | - | - | 50,000,000 | - | Mar/2018 |
| Sonae Capital 2014/2019 Bonds | - | 42,500,000 | - | 42,500,000 | May/2019 |
| Up-front fees Bond Loans |
- - |
(321,334) 42,178,666 |
(17,938) 59,982,062 |
(376,402) 42,123,598 |
|
| Other loans | 273,384 | 246,177 | 311,968 | 297,289 | |
| Derivatives (Note 18) | - | - | 25,952 | - | |
| Obligations under finance leases Up-front fees on finance leases |
3,091,673 - |
18,131,894 (80,824) |
2,546,998 - |
14,886,301 (76,760) |
|
| 38,586,922 | 121,871,775 | 80,592,682 | 103,923,602 |
As at 30 June 2016, borrowings of the Group were as follows: Sonae Capital, SGPS, SA, 2014/2019 bond loan in the amount of 42,500,000 euro, with a 5 year maturity, and a sole reimbursement on 28 May 2019. This
bond loan bears interest every six months. The interest rate on bonds and bank loans in force on 30 June 2016 was on
average 2.65% (2.83% in December 2015) Bank loans pay interest rates that are indexed to the Euribor market rates of the
period, and its fair value is considered close to its book value. Other non-current loans include government refundable grants to group
companies, which do not bear interest. The Group has a loan covenant negotiated in accordance with market practices and
is in regular compliance at the present date. The repayment schedule of the nominal value of borrowings may be summarised as
| 30 Junho 2016 | 31 December 2015 | |||
|---|---|---|---|---|
| Nominal value | Interest | Nominal value | Interest | |
| N+1 a) | 38,672,574 | 3,749,414 | 80,584,669 | 4,867,436 |
| 45,608,673 | 2,869,023 | 39,321,659 | 3,938,199 | |
| N+2 | 54,758,386 | 2,147,203 | 7,644,816 | 2,421,339 |
| N+3 | 8,523,272 | 316,752 | 49,335,366 | 1,074,827 |
| N+4 | 8,076,633 | 175,340 | 3,505,904 | 87,101 |
| N+5 | 5,368,120 | 100,954 | 4,824,098 | 109,720 |
| After N+5 | 161,007,658 | 9,358,686 | 185,216,512 | 12,498,622 |
a) Includes amounts drawn under commercial paper programmes. Of the total amount maturing in N+1, 88% concerns to commercial paper taken under lines of credit with commitment exceeding one year. Taking into account the policies and measures to manage liquidity risk, no risks that could jeopardize the continuity of operations are anticipated.
In the case any Bank institution or commercial paper investor do not renew, at the maturity date, its respective loans, the Group has credit lines available to overcome such renewables.
Interest rate derivatives Hedging instruments used by the Group as at 30 June 2016 were mainly interest rate options (cash-flow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 386,525 euro, whose fair value is nill (25,952 euro at 31 December 2015) is recorded as liabilities in other loans (Note 17). As at 30 June
2016 and 31 December 2015, all derivatives are hedging derivatives. These interest rate hedging instruments are valued at fair value as at the balance sheet date, determined by valuations made by the Group using derivative valuation calculation schedules and external valuations when these schedules do not permit the valuation of certain instruments. For options, fair value is determined using the
Black-Scholes model and its variants. The fair value of derivatives is calculated using valuation models based on assumptions which are confirmed by market benchmarks, thus complying with level
2 requirements set on the IFRS 7. Risk coverage guidelines generally used by the Group in contractually arranged
hedging instruments are as follows: Matching between cash-flows received and paid, i.e., there is a perfect match between the dates of the re-fixing of interest rates on financing
contracted with the bank and the dates of the re-fixing of interest rates on
is limited. Counterparts for derivatives are selected based on their financial strength and credit risk profile, with this profile being generally measured by a rating note attributed by rating agencies of recognized merit. Counterparts for derivatives are top level, highly prestigious financial institutions which are recognized nationally
Fair value of derivatives
| Liabilities | |||||
|---|---|---|---|---|---|
| 30 June 2016 | Assets 31 December 2015 |
30 June 2016 | 31 December 2015 |
||
| Non-Hedge accounting derivatives | |||||
| Interest rate | - | - | - | - | |
| Hedge accounting derivatives | |||||
| Interest rate (Note 17) | - | - | - | 25,952 | |
| Other derivatives | - - |
- - |
- - |
- 25,952 |
|
| 30 June 2016 | 31 December 2015 |
|
|---|---|---|
| Loans and other amounts payable to related parties | ||
| Plaza Mayor Parque de Ocio, SA (Note 26) | 1,877,553 | 1,928,510 |
| Others | 230,847 | 230,846 |
| 2,108,400 | 2,159,356 | |
| Other creditors | ||
| Creditors in the restructuring process of Torralta | 592,027 | 561,891 |
| Others | - | - |
| 592,027 | 561,891 | |
| Deferred income | ||
| Obligations by share-based payments (Note 20) | 226,429 | 312,372 |
| 226,429 | 312,372 | |
| Other non current liabilities | 2,926,856 | 3,033,619 |
The option can only be exercised if the employee still works for the Sonae Capital
Group on the vesting date. As at 30 June 2016 and 31 December 2015, the market value of total liabilities arising from share-based payments, which have not yet vested, may be summarised as
| Fair Value | |||||
|---|---|---|---|---|---|
| Year of grant | Vesting year | Number of participants |
30 June 2016 | 31 December 2015 | |
| 2013 | 2016 | 7 | - | 579,291 | |
| 2014 | 2017 | 6 | 295,468 | 272,420 | |
| 2015 | 2018 | 6 | 372,767 | 335,036 | |
| 2016 | 2019 | 6 | 267,960 | - | |
| 936,195 | 1,186,747 |
As at 30 June 2016 and 31 December 2015, the financial statements include the following amounts corresponding to the period elapsed between the date of
| granting and those dates for each deferred bonus plan, which have not yet vested: | ||
|---|---|---|
| Other non current liabilities (Note 19) | 30 June 2016 226,429 |
31 December 2015 312,372 |
| Other current liabilities | 247,479 | 579,291 |
| Reserves | 170,768 | 34,317 |
| Staff Costs | 303,140 | 857,346 |
| 30 June 2016 | 31 December 2015 | |
|---|---|---|
| Trade creditors | 19,177,920 | 17,167,600 |
| Loans granted by and other payables to related parties | 433,652 | 318,490 |
| Other current liabilities | ||
| Fixed assets suppliers | 1,023,117 | 1,273,301 |
| Advances from customers and down payments | 8,649,894 | 8,291,899 |
| Other creditors | 2,050,724 | 1,678,532 |
| Taxes and contributions payable | 4,793,066 | 3,570,359 |
| Accrued staff costs | 6,085,243 | 5,902,111 |
| Amounts invoiced for works not yet completed | 7,832,541 | 3,219,828 |
| Accrued expenses with purchases - Energy Segment | 2,079,573 | 2,321,743 |
| Interest payable | 210,744 | 611,463 |
| Investment aid | 1,462,120 | 1,447,902 |
| Other liabilities | 10,262,809 | 11,158,051 |
| 44,449,831 | 39,475,189 | |
| Trade accounts payable and other current liabilities | 64,061,403 | 56,961,279 |
| Balance as at 1 | Balance as at 30 June |
|||||
|---|---|---|---|---|---|---|
| Captions Accumulated impairment losses on: |
January 2016 | Increases | Decreases | Utilisations | Transfers | 2016 |
| Tangible Assets (Note 7) | 39,129,797 | 58,507 | - | - | - | 39,188,304 |
| Goodwill (Note 8) | 1,301,596 | - | - | - | - | 1,301,596 |
| Other Investments (Notes 5 and 9) | 323,781 | - | - | - | - | 323,781 |
| Other non current assets (Note 10) | 34,916 | - | - | - | - | 34,916 |
| Trade accounts receivable (Note 12) | 3,986,937 | 441,443 | (202,130) | (28,414) | - | 4,197,836 |
| Other current assets (Note 12) | 565,400 | 26,252 | (27,186) | (482) | - | 563,984 |
| Stocks (Note 11) | 5,951,751 | - | (2,162) | - | 5,270,931 | 11,220,520 |
| Non current provisions | 3,079,824 | - | - | - | - | 3,079,824 |
| Current provisions | 5,357,926 | 307,701 | (32,515) | (1,260,641) | - | 4,372,471 |
| 59,731,928 | 833,903 | (263,993) | (1,289,537) | 5,270,931 | 64,283,232 |
During an inventory of assets at 31 March 2016, it was detected that the recording of the impairment costs of previous years, in some assets, was made in the account of the gross amount of the asset, and not in the impairment account as it should
have been. It was decided to transfer these amounts to the correct impairment account, and
disclose this event under transfers. As at 30 June 2016 and 31 December 2015 detail of other provisions was as follows:
| 30 June 2016 | 31 December 2015 | |
|---|---|---|
| Judicial claims | 2,100,439 | 2,033,391 |
| Provision for guaranteed income Others |
2,784,012 2,567,843 |
3,838,298 2,566,061 |
| 7,452,295 | 8,437,750 | |
The amount in provision for guaranteed income is the estimate of the difference between the amount to be charged through the properties sold in "Tróia" and the guaranteed income to property owners. The amount to be charged through the operation of these assets is estimated based on the average of the values obtained in previous years.
| 30 June 2015 | |
|---|---|
| 1,835,769 8,067,685 |
|
| 326,491 | |
| 3,943,855 | |
| 14,173,800 | |
| - | (161,534) |
| 14,012,266 | |
| 30 June 2016 6,794 291,240 230,861 1,498,607 2,027,502 2,027,502 |
| 30 June 2016 | 31 December 2015 | ||
|---|---|---|---|
| Guarantees given: on VAT reimbursements |
5,105,475 | 5,105,475 | |
| on tax claims | 17,734,918 | 9,956,905 | |
| on municipal claims | 1,134,224 | 1,134,224 | |
| garantees given on rental contracts | 3,597,861 | - | |
| Others | 11,036,307 | 12,082,176 | |
of guarantees given concerning building permits in the Resorts segments. The Group has not registered provisions for the events/disagreements for which these guarantees were given since the Group believes that the above mentioned events will not result in a loss for the Group.
| 30 June 2016 | 30 June 2015 | |||
|---|---|---|---|---|
| Dividends | 105,147 | 162,792 | ||
| Adjustment to the selling price of "Box Lines Navegação" Gains on disposal of investments in group companies |
48,377 | 48,377 | - | |
| Capital gain associated to the sale of Norscut - Concessionária de Auto-Estradas, SA |
16,090,448 | - | ||
| Sale of investment units from Fundo de Investimento Imobiliário Fechado Imosede |
(263,315) | |||
| Income from "Fundo de Investimento Imobiliário Imosonae Dois" | 12,601 | - | ||
| Gains/(Losses) on sale of other investments Others |
16,103,049 - |
(263,315) (89) |
||
| Investment Income | - | 16,256,573 | - | (100,612) |
| 30 June 2016 | 30 June 2015 | ||
|---|---|---|---|
| Current tax Deferred tax |
221,170 155,877 |
2,095,892 (1,124,883) |
|
| Taxation | 377,046 | 971,009 |
| analysed as follows: | ||
|---|---|---|
| 30 June 2016 | 30 June 2015 | |
| Aggregate net profit | 80,465,547 | (23,431,207) |
| Harmonisation adjustments | (396,224) | (376,908) |
| Elimination of intragroup dividends | (454,096,128) | (38,005,252) |
| Share of gains/(losses) of associated undertakings | 36,177 | 2,039,426 |
| Elimination of intragroup capital gains/(losses) | (1,726,000) | (3,221,077) |
| Elimination of intragroup impairment | 392,244,800 | 13,987,096 |
| Adjustments of gains/(losses) on assets disposals | - | 4,142,033 |
| Adjustments of gains/(losses) of financial shareholdings sale | (6,711,654) | 45,722,322 |
| Consolidated net profit for the year | 9,816,519 | 856,433 |
| Purchases and services obtained | |||||
|---|---|---|---|---|---|
| Sales and services rendered | |||||
| Transactions | 30 June 2016 | 30 June 2015 | 30 June 2016 | 30 June 2015 | |
| Parent company (a) | - | - | - | - | |
| Associated companies | 31,220 | 194,561 | 12,356 | 15,987 | |
| Other partners and Group companies (b) | 22,652,568 22,683,788 |
12,971,993 13,166,554 |
1,661,072 1,673,428 |
2,206,038 2,222,025 |
| Interest income | Interest expenses | ||||
|---|---|---|---|---|---|
| Transactions | 30 June 2016 | 30 June 2015 | 30 June 2016 | 30 June 2015 | |
| Parent company (a) | - | - | - | - | |
| Associated companies | 165,700 | 503,679 | - | - | |
| Other partners and Group companies (b) | - 165,700 |
- 503,679 |
48,984 48,984 |
55,906 55,906 |
| Accounts receivable | Accounts payable | ||||
|---|---|---|---|---|---|
| Balances | 30 June 2016 | 31 December 2015 |
30 June 2016 | 31 December 2015 |
|
| Parent company (a) | - | - | - | - | |
| Associated companies | 184,134 | 79,083 | 9,179 | 6,302 | |
| Other partners and Group companies (b) | 9,592,356 9,776,490 |
10,106,073 10,185,156 |
9,139,744 9,148,923 |
8,946,752 8,953,054 |
| Loans obtained | Loans granted | ||||
|---|---|---|---|---|---|
| Balances | 30 June 2016 | 31 December | 30 June 2016 | 31 December | |
| 2015 | 2015 | ||||
| Parent company (a) | - | - | - | - | |
| Associated companies | - | - | 6,730,593 | 6,689,090 | |
| Other partners and Group companies (b) | 1,877,553 | 1,928,510 | - | - | |
| 1,877,553 | 1,928,510 | 6,730,593 | 6,689,090 |
a) The parent company is Efanor Investimentos, SGPS, SA; b) Balances and transactions with Group Sonae, SGPS and Group Sonae Indústria, SGPS, SA are included under Other partners in
| 30 June 2015 | |
|---|---|
| 9,139,503 | 196,406 |
| 9,139,503 | 196,406 |
| 246,740,156 | 246,303,242 |
| 246,740,156 | 246,303,242 |
| 0.000797 | |
| 30 June 2016 0.037041 |
There are no convertible instruments included in Sonae Capital, SGPS, SA's shares,
SEGMENTS INFORMATION In 30 June 2016 and 31 December 2015, the following were identified as segments:
Resorts
The contribution of the business segments to the income statement of the periods
| Profit and Loss Account |
Resorts | Hotels | Fitness | 30 June 2016 Energy |
Refrigeration and HVAC |
Other Assets |
Intersegment Adjustments |
Consolidated | |
|---|---|---|---|---|---|---|---|---|---|
| Turnover | 10,041,777 | 6,443,946 | 8,592,666 | 21,505,569 | 28,705,166 | 9,558,801 | -5,465,509 | 79,382,416 | |
| Other operational income |
1,218,690 | 234,113 | 149,086 | 742,898 | 223,366 | 162,720 | -703,371 | 2,027,502 | |
| Total operational income |
11,260,467 | 6,678,059 | 8,741,752 | 22,248,467 | 28,928,532 | 9,721,521 | -6,168,880 | 81,409,918 | |
| Operational cash-flow (EBITDA) |
275,159 | -2,344,350 | 1,006,372 | 4,291,029 | 1,454,047 | 954,694 | -199 | 5,636,752 |
| Profit and Loss Account |
Resorts | Hotels | Fitness | 30 June 2015 Energy |
Refrigeration and HVAC |
Other Assets |
Intersegment Adjustments |
Consolidated | |
|---|---|---|---|---|---|---|---|---|---|
| Turnover | 10,664,927 | 5,734,945 | 7,447,919 | 28,593,085 | 23,760,271 | 7,051,824 | -7,541,193 | 75,711,778 | |
| Other operational |
5,066,634 | 200,542 | 197,501 | 735,788 | 232,567 | 6,432,009 | 1,147,225 | 14,012,266 | |
| income | |||||||||
| Total operational |
15,731,561 | 5,935,487 | 7,645,420 | 29,328,873 | 23,992,838 | 13,483,833 | -6,393,968 | 89,724,044 | |
| income | |||||||||
| Operational cash-flow |
1,277,841 | -2,505,025 | 854,687 | 5,699,524 | 731,105 | 6,602,520 | -39,701 | 12,620,951 | |
| (EBITDA) |
The contribution of the business segments to the Balance sheets as at 30 June 2016 and 31 December 2015 can be detailed as follows:
| Balance Sheet | Resorts | Hotels | Fitness | 30 June 2016 Energy |
Refrigeration and HVAC |
Other Assets | Intersegment Adjustments |
Consolidated | |
|---|---|---|---|---|---|---|---|---|---|
| Fixed Assets Tangible, Intangible and |
146,541,713 | 13,120,919 | 8,652,576 | 25,260,619 | 9,917,694 | 109,705,331 | -45,710 | 313,153,143 | |
| Goodwill Investments |
46,729,213 | 10,705,891 | 27,526 | 255,460 | 7,040 | 350,231,744 | -406,113,573 | 1,843,302 | |
| Other Assets | 67,366,005 | 7,054,336 | 2,345,610 | 9,125,321 | 48,161,939 | 600,339,118 | -492,111,162 | 242,281,168 | |
| Total Assets | 260,636,931 | 30,881,146 | 11,025,712 | 34,641,401 | 58,086,673 | 1,060,276,194 | -898,270,444 | 557,277,613 | |
| Total Liabilities | 231,007,264 | 27,164,305 | 7,466,410 | 30,443,627 | 24,449,217 | 393,406,229 | -468,085,683 | 245,851,369 | |
| Technical investment |
271,548 | 1,190,407 | 621,881 | 200,936 | 59,326 | 649,412 | -45,990 | 2,947,520 | |
| Gross Debt | 12,722,199 | - | 214,883 | 10,765,649 | 345,216 | 136,410,750 | - | 160,458,697 | |
| Net Debt | 12,504,981 | -96,945 | 150,959 | 10,498,271 | -390,637 | 133,413,856 | - | 156,080,485 | |
| Balance Sheet | Resorts | Hotels | Fitness | 31 December 2015 Energy |
Refrigeration and HVAC |
Other Assets | Intersegment Adjustments |
Consolidated |
|---|---|---|---|---|---|---|---|---|
| Fixed Assets Tangible, Intangible and |
149,956,529 | 12,436,077 | 9,005,028 | 26,895,189 | 9,993,052 | 111,446,972 | -6,010 | 319,726,837 |
| Goodwill Investments |
41,797,580 | 10,705,291 | 27,638 | 213,433 | 4,283 | 360,907,202 | -400,097,398 | 13,558,029 |
| Other Assets | 76,197,823 | 8,070,031 | 2,747,073 | 10,745,078 | 42,435,788 | 593,656,434 | -493,104,764 | 240,747,465 |
| Total Assets | 267,951,933 | 31,211,399 | 11,779,739 | 37,853,700 | 52,433,123 | 1,066,010,608 | -893,208,172 | 574,032,331 |
| Total Liabilities | 231,646,193 | 29,764,342 | 9,121,409 | 35,009,190 | 18,086,642 | 433,849,763 | -493,580,059 | 263,897,480 |
| Technical investment |
1,437,829 | 575,136 | 1,312,420 | 6,242,443 | 191,289 | 4,805,144 | - | 14,564,262 |
| Gross Debt | 13,654,719 | - | 261,161 | 6,693,808 | 684,942 | 163,221,655 | - | 184,516,284 |
| Net Debt | 13,471,474 | -104,405 | 221,797 | 6,306,008 | -813,557 | 130,116,717 | - | 149,198,033 |
SUBSEQUENT EVENTS No significant events, requiring further disclosure, have occurred after 30 June
APPROVAL OF THE FINANCIAL STATEMENTS These consolidated financial statements were approved by the Board of Directors and authorized for issue on 28 July 2016.
The Board of Directors
(Amounts expressed in euro)
| ASSETS | Notes | 30-06-2016 | 31-12-2015 |
|---|---|---|---|
| NON-CURRENT ASSETS: | |||
| Tangible assets | 29,036 | 29,790 | |
| Investments | 4 | 347,148,268 | 352,789,105 |
| Deferred tax assets | 7 | 8,275,218 | 8,275,218 |
| Other non-current assets | 5 | 374,301,850 | 376,801,628 |
| Total non-current assets | 729,754,372 | 737,895,741 | |
| CURRENT ASSETS: | |||
| Taxes recoverable | 6 | 2,034,148 | 1,525,643 |
| Other current assets | 6 | 55,366,153 | 49,145,079 |
| Cash and cash equivalents Total Current Assets |
6,936 57,407,237 |
30,562,977 81,233,698 |
|
| TOTAL ASSETS | 787,161,609 | 819,129,439 | |
| EQUITY AND LIABILITIES | |||
| EQUITY: | |||
| Share capital | 9 | 250,000,000 | 250,000,000 |
| Own Shares | 9 | (1,404,226) | (1,426,791) |
| Legal Reserve | 10 | 10,073,164 | 9,463,225 |
| Other reserves | 10 | 306,815,095 | 309,676,446 |
| Profit/(Loss) for the year | 33,689,005 | 12,198,782 | |
| TOTAL EQUITY | 599,173,038 | 579,911,662 | |
| LIABILITIES: | |||
| NON-CURRENT LIABILITIES: | |||
| Bank Loans | 11 | 60,229,207 | 45,125,994 |
| Bonds | 11 | 42,178,666 | 42,123,598 |
| Other non current liabilities | 176,280 | 107,760 | |
| Total Non-Current Liabilities | 102,584,153 | 87,357,352 | |
| CURRENT LIABILITIES: | |||
| Trade creditors | 74,854 | 101,559 | |
| Bank Loans | 11 | 34,000,000 | 25,990,000 |
| Other creditors | 12 | 50,528,911 | 124,763,497 |
| Other current liabilities Total Current Liabilities |
13 | 800,653 85,404,418 |
1,005,369 151,860,425 |
| TOTAL LIABILITIES | 187,988,571 | 239,217,777 | |
| TOTAL EQUITY AND LIABILITIES | 787,161,609 | 819,129,439 |
(Amounts expressed in euro)
| Notes | 30-06-2016 | 30-06-2015 | |
|---|---|---|---|
| Operational profit | |||
| Other operating income | 54,036 | 11,721 | |
| Operational profit total | 54,036 | 11,721 | |
| Operational loss External supplies and services |
14 | (486,491) | (492,334) |
| Staff costs | 15 | (647,696) | (695,513) |
| Depreciation and amortisation | (754) | (1,436) | |
| Other operating expenses | (92,733) | (45,776) | |
| Total operating expenses | (1,227,674) | (1,235,059) | |
| Operational profit/(loss) | (1,173,638) | (1,223,338) | |
| Financial Expenses | 16 | (3,552,636) | (4,915,471) |
| Financial Income | 16 | 9,447,876 | 16,347,424 |
| Net financial income / (expenses) | 5,895,240 | 11,431,953 | |
| Investment income | 16 | 28,824,614 | 3,500,638 |
| Profit/(Loss) before taxation | 33,546,216 | 13,709,253 | |
| taxation | 17 | 142,789 | 675,109 |
| Profit / (Loss) for the year | 33,689,005 | 14,384,362 | |
| Profit/(Loss) per share | |||
| SONAE CAPITAL, SGPS, SA | |
|---|---|
| INDIVIDUAL INCOME STATEMENTS BY NATURE | |
| FOR THE SECOND QUARTERS OF 2016 AND 2015 | |
| (Amounts expressed in euro) | |
| Notes | 2nd QUARTER 2016 | 2nd QUARTER 2015 |
|---|---|---|
| Operational profit | ||
| Other operating income | 41,558 | 4,623 |
| Operational profit total | 41,558 | 4,623 |
| Operational loss | ||
| External supplies and services | (234,576) | (234,274) |
| Staff costs | (283,825) | (242,936) |
| Depreciation and amortisation | (377) | (426) |
| Other operating expenses | (17,623) | (25,234) |
| Total operating expenses | (536,401) | (502,870) |
| Operational profit/(loss) | (494,843) | (498,247) |
| Financial Expenses | (1,836,764) | (2,548,324) |
| Financial Income | 4,726,438 | 9,281,739 |
| Net financial income / (expenses) | 2,889,674 | 6,733,415 |
| Investment income | 28,046,681 | (18,787,018) |
| Profit/(Loss) before taxation | 30,441,512 | (12,551,850) |
| taxation | (92,641) | 363,113 |
| Profit/(Loss) for the year | 30,348,871 | (12,188,737) |
| Profit/(Loss) per share | ||
| Basic and Diluted | 0.122999 | (0.049487) |
| SONAE CAPITAL, SGPS, SA | ||
|---|---|---|
| INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME | ||
| FOR THE SIX MONTHS ENDED 30 JUNE 2016 AND 2015 | ||
| (Amounts expressed in euro) | ||
| 30-06-2016 | 30-06-2015 | |
| Individual net profit/(loss) for the period | 33,689,005 | 14,384,362 |
| Items that may be reclassified subsequently to net profit / (loss): | ||
| Changes in the currency translation differences | ||
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
- | - |
| Change in the fair value of assets available for sale | - | - |
| Change in the fair value of cash flow hedging derivatives | - | - |
| Tax related to other comprehensive income captions | - | - |
| Other comprehensive income for the period | - | - |
| Total comprehensive income for the period | 33,689,005 | 14,384,362 |
| SONAE CAPITAL, SGPS, SA | ||
|---|---|---|
| INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME | ||
| FOR THE SECOND QUARTERS OF 2016 AND 2015 | ||
| (Amounts expressed in euro) | ||
| 2nd QUARTER 2016 | 2nd QUARTER 2015 | |
| Individual net profit/(loss) for the period | 30,348,871 | (12,188,737) |
| Items that may be reclassified subsequently to net profit / (loss): | - | - |
| Changes in the currency translation differences | - | - |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
- | - |
| Change in the fair value of assets available for sale | - | - |
| Change in the fair value of cash flow hedging derivatives | - | - |
| Tax related to other comprehensive income captions | - | - |
| Other comprehensive income for the period | - | - |
| Total comprehensive income for the period | 30,348,871 | (12,188,737) |
REPORT AND ACCOUNTS - JUNE 2016 Individual Financial Statements
(Amounts expressed in euro)
| Share Capital |
Own Shares |
Fair Value Reserves |
Other Reserves | Retained Earnings |
Sub total | Net Profit/(Loss) |
Total Equity | |
|---|---|---|---|---|---|---|---|---|
| Balance as at 1 January 2015 | 250,000,000 | (1,486,301) | 8,611,464 | 293,493,001 | - | 302,104,465 | 17,035,205 | 567,653,369 |
| Total individual comprehensive income for the period | - | - | - | - | - | - | 14,384,362 | 14,384,362 |
| Appropriation of profit of 2014: | ||||||||
| Transfer to legal reserves and retained earnings | - | - | 851,760 | 16,183,445 | - | 17,035,205 | (17,035,205) | - |
| Dividends paid | - | - | - | - | - | - | - | - |
| (Acquisition)/Sales of own shares | - | 72,435 | - | - | - | - | - | 72,435 |
| Other changes | - | - | - | - | - | - | - | - |
| Balance as at 30 June 2015 | 250,000,000 | (1,413,866) | 9,463,225 | 309,676,446 | - | 319,139,671 | 14,384,362 | 582,110,167 |
| Balance as at 1 January 2016 | 250,000,000 | (1,426,791) | 9,463,225 | 309,676,446 | - | 319,139,671 | 12,198,782 | 579,911,662 |
| Total individual comprehensive income for the period | - | - | - | - | - | - | 33,689,005 | 33,689,005 |
| Appropriation of profit of 2015: | ||||||||
| Transfer to legal reserves and retained earnings | - | - | 609,939 | - | 11,588,843 | 12,198,782 | (12,198,782) | - |
| Dividends paid | - | - | - | (3,080,184) | (11,588,843) | (14,669,027) | - | (14,669,027) |
| (Acquisition)/Sales of own shares | - | 22,565 | - | 218,833 | - | 218,833 | - | 241,398 |
| Other changes | - | - | - | - | - | - | - | - |
| Balance as at 30 June 2016 | 250,000,000 | (1,404,226) | 10,073,164 | 306,815,095 | - | 316,888,259 | 33,689,005 | 599,173,038 |
(Amounts expressed in euro)
| Notes | 30-06-2016 | 30-06-2015 | 2nd QUARTER 16 1 | 2nd QUARTER 15 1 | |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES: | |||||
| Cash receipts from trade debtors | 9,512 | - | (120) | - | |
| Cash receipts from trade creditors | 540,683 | 517,559 | 323,412 | 339,460 | |
| Cash paid to employees | 413,557 | 894,290 | 147,059 | 696,747 | |
| Cash flow generated by operations | (944,728) | (1,411,849) | (470,591) | (1,036,207) | |
| Income taxes (paid) / received Other cash receipts and (payments) relating to operating activities |
232,124 (336,652) |
519 2,901 |
94 (125,025) |
(500) 230,924 |
|
| Net cash from operating activities (1) | (1,513,504) | (1,409,467) | (595,710) | (804,783) | |
| INVESTMENT ACTIVITIES: | |||||
| Cash receipts arising from: | |||||
| Investments | 382 | 346,542,712 | 382 | (8,678) | |
| Interest and similar income | 16,242,517 | 5,496,655 | 6,997 | 220,828 | |
| Dividends | 28,046,298 | 22,184,180 | 28,046,298 | 22,184,180 | |
| Others Loans granted |
777,933 - |
- - |
- (240,000) |
- - |
|
| 45,067,131 | 374,223,547 | 27,813,677 | 22,396,330 | ||
| Cash Payments arising from: | |||||
| Investments | 1,103,963 | - | 1,103,963 | - | |
| Tangible assets | 1,250 | 9,515 | - | - | |
| Loans granted | 3,330,968 | 352,952,772 | (6,429,130) | (1,167,228) | |
| Net cash used in investment activities (2) | 4,436,181 40,630,951 |
352,962,287 21,261,261 |
(5,325,167) 33,138,845 |
(1,167,228) 23,563,559 |
|
| FINANCING ACTIVITIES: | |||||
| Cash receipts arising from: | |||||
| Sale of own shares | 144,043 | 72,435 | 144,043 | 72,435 | |
| Loans obtained | 63,650,000 | 12,618,574 | 34,350,000 | 1,652,144 | |
| 63,794,043 | 12,691,009 | 34,494,043 | 1,724,579 | ||
| Cash Payments arising from: | |||||
| Interest and similar charges | 3,593,724 | 3,905,063 | 2,223,479 | 2,608,692 | |
| Dividends | 14,665,371 | - | 14,665,371 | - | |
| Loans obtained | 115,208,436 | 22,448,800 | 50,697,721 | 11,422,500 | |
| 133,467,531 | 26,353,863 | 67,586,571 | 14,031,192 | ||
| Net cash used in financing activities (3) | (69,673,488) | (13,662,854) | (33,092,528) | (12,306,613) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | (30,556,041) | 6,188,940 | (549,393) | 10,452,163 | |
| Cash and cash equivalents at the beginning of the period | 8 | 30,562,977 | 5,112,291 | 556,329 | 849,067 |
| Cash and cash equivalents at the end of the period | 8 | 6,936 | 11,301,230 | 6,936 | 11,301,230 |
FOR THE SIX MONTHS ENDED 30 JUNE 2016 (Translation from the Portuguese Original) (Amounts expressed in Euro)
of the Commercial Companies Code. The Company's financial statements are presented as required by the Commercial Companies Code. According to Decree-Law 158/2009 of 13 July of 2009, the Company's financial statements have been prepared in accordance with International Financial Reporting Standards
2.1 Basis of preparation Interim financial statements are presented quarterly, in accordance with IAS 34 –
"Interim Financial Reporting". The accompanying financial statements have been prepared from the books and accounting records on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.
CHANGES IN ACCOUNTING POLICIES During the period there were no changes in accounting policies or prior period
FINANCIAL INVESTMENTS As at 30 June 2016 and 31 December 2015 Investments are detailed as follows:
| 30 June 2016 | 31 December 2015 | |
|---|---|---|
| Investments in affiliated and associated undertakings | 361,968,778 | 360,864,815 |
| Investments in other companies | ||
| Sonae RE - (0,04%) | 1,200 | 1,200 |
| Fundo Invest. Imob. Imosonae Dois - (0,001%) | 2,546 | 2,546 |
| Matadouro Alto Alentejo, SA - (0,89%) | 1 | 1 |
| NET Novas Tecnologias, SA - (2,80%) | 23,034 | 23,034 |
| Fundo F HITEC - (6,46%) | 250,950 | 250,950 |
| 362,246,509 | 361,142,546 | |
| Impairment | (15,098,241) 347,148,268 |
(8,353,441) 352,789,105 |
4.1 Investments in affiliated and associated undertakings As at 30 June 2016 and 31 December 2015, the detail of Investments in Affiliated and Associated Companies is as shown in the table below:
| Sociedade | % Held | Fair Value |
Book Value | 30.06.201 6 Fair Value Reserve |
Equity | Profit / (Loss) for the per |
|
|---|---|---|---|---|---|---|---|
| iod | |||||||
| CAPWATT, S.G.P.S., S.A. | 1 00.00% | 2,725,000 | 8,01 9,41 3 | 5,291 ,502 | |||
| Fundo Esp de Invest. Imob Fechado WTC | 59.87% | 42,268,382 | 72,643,526 | 1 ,630,950 | |||
| Troiaresort, SGPS, S.A. | 80,485,571 | ||||||
| Interlog - SGPS, S.A. | 98.94% | ||||||
| Lidergraf - Artes Gráficas, SA. | 24.50% | 502,302 | |||||
| SC Assets S.G.P.S., SA | 1 00.00% 1 00.00% |
1 67,1 32,793 21 ,658,21 0 1 ,1 25,301 25,577,659 |
21 ,838,786 6,81 4,01 3 29,082,41 8 |
(1 ,059,369) 1 5,959 1 1 ,783,944 |
|||
| Sonae Turismo, S.G.P.S., S.A. | 6,679,778 | 238,494 | |||||
| SC Finance B.V. | 263,698 | (527,087) | |||||
| SC-Eng. e Promoção imobiliária, S.G.P.S., S.A. | 36,804,276 | 35,604,276 | |||||
| Sistavac, SGPS, S.A. | 70.00% | 32,492,436 | |||||
| Solinca - Health & Fitness, S.A. | 1 00.00% | 5,857,1 75 | 3,559,302 | ||||
| Spred, S.G.P.S., S.A. | 1 00.00% 1 00.00% |
34,575,1 00 | (1 0,399,361 ) | ||||
| Perdas por imparidade | 1 00.00% 1 00.00% |
1 4,446,494 1 3,846,529 |
40,845,41 5 1 94,330 |
(44,91 8) 1 ,704 51 ,356 |
|||
| Spred, S.G.P.S., S.A. Total |
||
|---|---|---|
| 1 00.00% 1 4,446,494 1 00.00% 1 3,846,529 1 94,330 361 ,968,778 |
1 ,704 51 ,356 |
|
| Perdas por imparidade | ||
| SC Assets S.G.P.S., SA | ||
| Spred, S.G.P.S., S.A. | ||
| 3,469,41 2 1 1 ,628,829 |
||
| Spred, S.G.P.S., S.A. Total |
||||||
|---|---|---|---|---|---|---|
| 3,469,41 2 1 1 ,628,829 1 5,098,241 |
||||||
| Sociedade | % Held | Fair Value |
Book Value | 31.12.2015 Fair Value Reserve |
Equity | Profit / (Loss) for the |
| period | ||||||
| CAPWATT, S.G.P.S., S.A. | 100.00% | 2,725,000 | 2,727,911 | 22,523 | ||
| Fundo Esp de Invest. Imob Fechado WTC | 59.57% | 42,057,274 | 71,930,258 | 2,803,517 | ||
| Troiaresort, SGPS, S.A. | 100.00% | 167,132,793 | 81,544,939 | (1,267,436) | ||
| Interlog - SGPS, S.A. | 98.94% | 21,658,210 | 21,822,827 | 69,173 | ||
| Lidergraf - Artes Gráficas, SA. | 24.50% | 1,125,301 | 5,657,875 | 920,936 | ||
| SC Assets S.G.P.S., SA | 100.00% | 25,577,659 | 17,298,473 | (2,965,535) | ||
| Sonae Turismo, S.G.P.S., S.A. | 100.00% | 5,857,175 | 6,441,284 | (8,964,192) | ||
| SC Finance B.V. | 100.00% | 263,698 | (9,872,274) | (10,166,776) | ||
| SC-Eng. e Promoção imobiliária, S.G.P.S., S.A. | 100.00% | 34,575,100 | 28,471,076 | 1,353,511 | ||
| Sistavac, SGPS, S.A. | 70.00% | 32,492,436 | 41,890,333 | 742,129 | ||
| Solinca - Health & Fitness, S.A. | 100.00% | 13,553,639 | 327,590 | (892,854) | ||
| Spred, S.G.P.S., S.A. Total |
100.00% | 13,846,529 360,864,815 |
6,887,774 | (1,923,514) |
| Spred, S.G.P.S., S.A. Total |
4,884,029 8,353,441 |
|---|---|
| SC Assets S.G.P.S., SA | 3,469,412 |
| Perdas por imparidade |
Investments carried at cost correspond to those in unlisted companies and for which
a fair value cannot be reliably estimated. In 2015, impairment tests on financial investments were performed, based on external valuations of the real estate of group companies or DCF methodology, to
assess the fair value of such investments. These assessments use discount rates that correspond to the weighted average rates of the cost of capital (WACC), calculated on the basis of the business type in which they operate and s target capital structures, and are in the range [6.98% - 11.86%]. 5 years projections were considered and growth rates in perpetuity were
considered void. As at 30 June 2016 and 31 December 2015, the detail of Impairments on Investments in Affiliated and Associated Companies is as shown in the table below:
| 30 June 201 6 | 31 December 201 5 | Variation | |
|---|---|---|---|
| Spred, SGPS, SA | (4,884,029) | (6,744,800) | |
| SC Assets SGPS SA | - | ||
| (1 1 ,628,829) | (6,744,800) | ||
| (3,469,41 2) (1 5,098,241 ) |
(3,469,41 2) (8,353,441 ) |
||
| 30 June 201 6 | 31 December 201 5 | ||
|---|---|---|---|
| Loans granted to group companies: | |||
| SC Assets, SGPS, SA | |||
| Troiaresort, S.G.P.S., SA | 1 80,647,991 1 86,861 ,637 |
1 81 ,059,991 1 86,861 ,637 |
|
| SC Finance BV | 5,885,000 | 5,885,000 | |
| Solinca - Health & Fitness, SA | 907,222 | 2,995,000 | |
These assets were not due or impaired as at 30 June 2016. The fair value of loans 374,301 ,850 376,801 ,628
granted to Group companies is basically the same as their book value. Loans to group companies interest at market rates and are repayable within a period exceeding one year. The interest rate as at 30 June 2016 stood, in average, at approximately 4.617%.
| 30 June 2016 | 31 December 2015 | |
|---|---|---|
| Trade debtors | - | 9,512 |
| Other Debtors - Group | 8,042,211 | 1,097,451 |
| Loans granted | 37,113,746 | 31,283,000 |
| Other Debtors | 161,553 | 28,188 |
| Accrued income | 9,475,795 | 16,240,101 |
| Deferred costs | 572,849 | 486,827 |
| 55,366,153 | 49,145,079 | |
| Income tax withheld | 2,034,148 57,400,301 |
1,525,643 50,670,722 |
The balance registered at Shareholding, other Operations is related to the values transferred from subsidiaries under the IRC regime (RETGS).
As at 30 June 2016 and 31 December 2015, the item Loans Granted is related to financial operations with the following subsidiaries:
| 30 June 201 6 | 31 December 201 5 | |
|---|---|---|
| SC Assets, SGPS, SA | 1 3,628 | 1 0,000 |
| SC Sociedade de Consultadoria, SA | - | 5,000 |
| SC Hospitality, SGPS, SA CAPWATT, SGPS, S.A. |
6,1 50,848 7,868,000 |
5,341 ,000 |
| 1 6,71 1 ,000 | ||
| Inparvi SGPS, SA SC Finance BV |
- | 5,748,000 |
| 1 00,41 2 | 1 08,000 | |
| SC, SGPS, S.A. Solinca - Health & Fitness, SA |
1 2,892,936 | - |
| 1 ,462,71 2 | 1 ,1 47,000 | |
| SC Engª. Promoção Imobiliária S.A, | 5,938,500 | - |
| Troiaresort, S.G.P.S., SA | 2,686,709 | |
| 2,21 3,000 | ||
Loans to group companies interest at market rates and are repayable within a period inferior to one year. The interest rate as at 30 June 2016 stood, in average, at
approximately 3.162%. As at 30 June 2016 and 31 December 2015, the item Income tax is made up as
| Income tax withheld | 231 ,984 | 576,441 |
|---|---|---|
| Income tax (advanced payment) | 379,360 | |
| 1 ,570,680 |
| Deferred tax liabilities | |||||
|---|---|---|---|---|---|
| Deferred tax assets | |||||
| Tax losses carried forward | 30 June 2016 8,275,218 |
31 December 2015 8,275,218 |
30 June 2016 | 31 December 2015 - - |
| 30 June 201 6 | 31 December 201 5 | |||||
|---|---|---|---|---|---|---|
| Income tax withheld Income tax (advanced payment) |
379,360 | 576,441 | ||||
| Income tax | 231 ,984 | 1 ,570,680 | ||||
| The amount registered in Accrued Income includes 9,427,659 euro relative to | 1 ,422,804 2,034,1 48 |
(621 ,478) 1 ,525,643 |
||||
| interest o loan granted to subsidiaries. Deferred Costs includes 546,050 euros relative to bank commissions that are deferred for the loan period. |
||||||
| 7. DEFERRED TAXES Deferred tax assets and liabilities as at 30 June 2016 and 31 December 2015, can be |
||||||
| detailed as follows, split between the different types of temporary differences: | Deferred tax assets | Deferred tax liabilities | ||||
| 30 June 2016 | 31 December 2015 | 30 June 2016 | 31 December 2015 | |||
| Tax losses carried forward | 8,275,218 | 8,275,218 | - | - | ||
| In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2016 and 31 December 2015, tax losses carried forward can be summarized as follows: |
||||||
| Prejuízo fiscal | 30 June 201 6 Deferred tax assets |
To be used until |
Prejuízo fiscal | 31 December 201 5 Deferred tax assets |
To be used until |
|
| 2,462,370 | 2026 | 2,462,370 | 2026 | |||
| Generated in 201 3 | 61 ,1 75 1 1 ,725,573 |
1 2,847 5,800,000 |
201 8 2028 |
61 ,1 75 1 1 ,725,573 |
1 2,847 5,800,000 |
201 8 2028 |
| 39,405,796 | 39,405,796 | |||||
| Generated in 201 4 Generated in 201 5 The constitution of deferred tax assets was based on the analysis of the relevance of its recognition, notably as regards the possibility of their recovered, given the |
27,61 9,048 | 8,275,21 7 | 27,61 9,048 | 8,275,21 7 | ||
| prospects for medium and long term of the company. The deferred tax assets recognized resulting from fiscal losses are recorded to the |
||||||
| extent that it is probable that taxable profit will occur in the future. The valuation of deferred tax assets is based on the business plans of the Group |
||||||
| companies, periodically reviewed and updated. Since fiscal year 2014, most of the Group's subsidiaries, based in Portugal, are part of the perimeter of the taxed Corporate Group in accordance with the Special Taxation Regime for Company Groups (RETGS), whose parent company is the Sonae Capital, |
||||||
| SGPS, SA. The analysis carried out on 30 June 2016, resulted that there is reasonable expectation of recovery of deferred tax assets recorded before their date of expiry. |
||||||
| 8. CASH AND CASH EQUIVALENTS As at 30 June 2016 and 31 December 2015, cash and cash equivalents can be detailed as follows: |
| Cash | - | - |
|---|---|---|
| Bank deposits | 30 June 201 6 6,936 |
31 December 201 5 30,562,977 |
| Cash and cash equivalents in the balance sheet | 6,936 | 30,562,977 |
| Bank overdrafts Cash and cash equivalents in the cash flow statement |
- 6,936 |
- 30,562,977 |
fixed remuneration, with a nominal value of 1 euro each. As at 30 June 2016, Sonae Capital SGPS, SA holds 5,516,226 own shares representing 2.206% of the share capital (5,914,571 shares at 31 December 2015), recorded by 1,404,226 euros (1,426,791 euros at 31 December 2015) (Note 10).
| 30 June 201 6 | 31 December 201 5 | |
|---|---|---|
| Free reserves | ||
| Demerger reserve | ||
| 1 72,772,61 6 | 1 75,61 1 ,402 | |
| 1 32,638,253 | 1 32,638,253 |
Free Reserves: These reserves result from the transfer of the positive results obtained in retained exercises and can be distributed to shareholders provided they Own shares reserve 1 ,404,226 1 ,426,791 306,81 5,095 309,676,446
are not required to cover losses. The overall value of the demerger reserve (Note 1), representing the difference between the book value of the stake in SC, SGPS, SA (382,638,252 euros) which was split off from Sonae, SGPS, SA to the Company and the amount of the Company's share capital (250,000,000 euros) which is comparable to the legal Reserve, according to the Companies Code, may not be distributed to the shareholders except in the event of liquidation of the Company, but may be used to absorb accumulated losses, after other reserves are exhausted, or can be incorporated into
capital. Legal Reserve: Under the law, at least 5% of annual net profit is positive, should be allocated to the legal reserve until it represents 20% of the share capital. This reserve is not distributable except in the event of liquidation of the Company, but can be used to absorb losses after the other reserves, or increase capital. As at 30 June
2016 the value of this item amounts to 10,073,164 Euros. Reserve own shares: This reserve, established in accordance with article 342 of the CSC, is the same amount of the own shares value held by the Company. This reserve is unavailable while the own shares are in possession of the Company.
| As at 30 June 2016 and 31 December 2015 this caption included the following loans: | |||||
|---|---|---|---|---|---|
| 30 June 2016 | 31 December 2015 | ||||
| Bank loans | Current | Non Current | Current | Non Current | |
| Sonae Capital SGPS - commercial paper a) |
25,750,000 | - | - | - | |
| Sonae Capital SGPS - commercial paper d) |
8,250,000 | - | 8,250,000 | - | |
| Sonae Capital SGPS - commercial paper b) |
- | 10,350,000 | - | - | |
| Sonae Capital SGPS - commercial paper c) |
- | 30,000,000 | - | 30,000,000 | |
| Sonae Capital SGPS e) |
- | - | 3,290,000 | 9,047,500 | |
| Sonae Capital SGPS - commercial paper g) |
- | - | 3,250,000 | 1,500,000 | |
| Sonae Capital SGPS - commercial paper i) |
- | - | 1,200,000 | 4,800,000 | |
| Sonae Capital SGPS - commercial paper j) |
- | 20,000,000 | - | - | |
| Up-front fees not yet charged to income statement | - | (120,793) | - | (221,506) | |
| 34,000,000 | 60,229,207 | 15,990,000 | 45,125,994 | ||
| Bank overdrafts (Note 8) | - 34,000,000 |
- 60,229,207 |
- 15,990,000 |
- 45,125,994 |
|
| Bond Loans | |||||
| Obrigações Sonae Capital 2011/2016 f) |
- | - | 10,000,000 | - | |
| Obrigações Sonae Capital 2014/2019 h) |
- | 42,500,000 | - | 42,500,000 | |
| Up-front fees not yet charged to income statement | - | (321,334) | - | (376,402) | |
| - | 42,178,666 | 10,000,000 | 42,123,598 | ||
| 34,000,000 | 102,407,873 | 25,990,000 | 87,249,592 | ||
| b) | placed in relationship banks. Commercial paper programme, with subscription guarantee, issued on 31 March 2011 and valid up to August 2018, except if the reimbursement is anticipated under the contracted terms of the call/put option, in August 2016. This loan is guaranteed by a mortgage on real estate assets. |
||||
| c) | Commercial paper programme, with subscription guarantee, issued on 27 December 2012 and valid up to December 2017. |
||||
| d) | Commercial paper programme, with subscription guarantee, issued on 31 December 2015, with annual renewals up to 3 years. |
||||
| e) | Bank loan guaranteed by a mortgage on real estate, started on 2 June 2011 and valid up to September 2019, with quarterly payments. At the date of the financial statements, the programme was fully refunded. |
||||
| f) | Bond loan Sonae Capital, SGPS 2011/2016, repayable after 5 years, in one instalment, on 17 January 2016. This bond issue pays interest every six months. |
||||
| g) | Commercial paper programme, with subscription guarantee, issued on 7 May 2014 and valid for a 3 year period, with semi-annual payments. At the date of the financial statements, the programme was fully refunded. |
||||
| h) | Bond loan Sonae Capital, SGPS 2014/2019, repayable after 5 years, in one instalment, on 28 May 2019. This bond issue pays interest every six months. |
||||
| i) | Commercial paper programme, with subscription guarantee, issued on 18 March 2015 and valid up to March 2020, with annual payments. At the date of the financial statements, the programme was fully refunded. |
||||
| j) | Commercial paper programme, with subscription guarantee, issued on 23 June 2016 and valid for a 5 year period, with annual payments. |
||||
| 2.339%. | The interest rate on bank loans and bonds in force on 30 June 2016 was on average | ||||
| Bank loans pay interest rates that are indexed to the Euribor market rates of the period, and its fair value is considered close to its book value. |
In case of any Bank institution or commercial paper investor do not renew, at the maturity date, its respective loans, the Group has credit lines available to overcome
such renewables
| 30 June 201 6 | 31 December 201 5 | |
|---|---|---|
| Other creditors | ||
| Group companies - Short term loans | 48,342,829 | |
| 1 22,91 3,765 |
As at 30 June 2016 and 31 December 2015 the caption loans granted is relative to financial operations granted to the following subsidiaries: Other creditors 2,1 86,082 1 ,849,732 50,528,91 1 1 24,763,497
| 30 June 201 6 | 31 December 201 5 | |
|---|---|---|
| Group companies - Short term loans: | ||
| Interlog-SGPS,SA | - | 5,885,051 |
| SC Finance BV | - | 48,703,000 |
| SC, SGPS, SA | 21 ,831 ,700 - |
21 ,836,500 |
| SC-Eng. e Promoção Imobiliária,SGPS,S.A. | 21 ,292,21 4 | |
| SC For - Serv. de For. e Desenv. de Recur. Hum., Unipe., Lda | 3,400 | 1 4,000 |
| Sistavac, SGPS, S.A. | ||
| 21 ,776,250 | 21 ,002,000 |
Loans obtained from group companies bear interest at market rates and are repayable within one year. The interest rate as at 30 June 2016 was, in average, Spred, SGPS, SA 4,731 ,479 4,1 81 ,000 48,342,829 1 22,91 3,765
approximately 0.234%. The item 'Other creditors' includes 2,173,218 euros regarding transfers from subsidiaries of tax estimates under the special regime RETGS.
| 30 June 2016 | 31 December 2015 | |
|---|---|---|
| Trade creditors | 74,854 | 101,559 |
| Taxes payable - other taxes | 67,686 | 58,272 |
| Other current liabilities | ||
| Accruals: | ||
| Staff costs | 416,685 | 378,224 |
| Interest payable | 271,015 44,655 |
449,038 |
| Other accruals | 115,543 | |
| Deferred income | 613 800,653 |
4,292 1,005,369 |
As at 30 June 2016 and 31 December 2015 the item 'Other Taxes' can be detailed as follows:
| 30 June 2016 | 31 December 2015 | |
|---|---|---|
| Income taxation | - | - |
| Income taxation - amounts withheld | 36,414 | 39,568 |
| VAT | 69 | 462 |
| Social security contributions | 31,203 | 18,242 |
| 67,686 | 58,272 |
| 30 June 201 6 | 30 June 201 5 | |
|---|---|---|
| Operational rents | (4,830) | |
| Insurance costs | (26,307) | |
| Travelling expenses | (25,754) | (21 ,268) |
| Services obtained | (20,941 ) (427,882) |
(1 0,021 ) (396,727) |
| Other services | (7,085) | |
| (492,334) | ||
| (486,491 ) | (38,01 2) |
| 30 June 201 5 |
|---|
| (596,456) |
| - |
| (44,895) |
| (54,1 62) |
| As at 30 June 2016 and 2015, staff costs were made up as follows: 30 June 201 6 (533,981 ) (32,744) (78,644) (2,327) |
| Interest payable and similar expenses Interest arising from: Bank loans |
30 June 201 6 | 30 June 201 5 |
|---|---|---|
| Bonds | ||
| Other | (1 ,230,245) (90,986) |
(1 ,534,553) |
| Other financial expenses | (867,91 4) (1 ,363,491 ) |
(1 ,1 1 7,1 79) (981 ,303) (1 ,282,436) |
| (3,552,636) | (4,91 5,471 ) | |
| Interest receivable and similar income | ||
| Interest income | 9,447,876 | |
| Net financial expenses | 9,447,876 5,895,240 |
1 6,347,424 1 6,347,424 |
| 1 1 ,431 ,953 | ||
| (6,744,800) | ||
| Reversal of /and Impairment losses (Note 4.1 ) Dividends received |
34,791 ,098 | (1 8,683,542) 22,1 84,1 80 |
| Other income Investment income |
778,31 6 28,824,61 4 |
- 3,500,638 |
As at 30 June 2016, the amount mentioned in item "Interest arising from Other"
refers to the interest incurred with current loans obtained from group companies. As at 30 June 2016, the amount of dividends received from affiliated companies can
| SC EPI SGPS, SA | 27,271 ,077 |
|---|---|
| Sistavac SGPS, SA | 700,000 |
| Spred SGPS | 6,744,800 |
As at 30 June 2016 the amount recorded under 'Other income' regards to income 34,791 ,098
| 30 June 201 6 | 30 June 201 5 | |
|---|---|---|
| Current tax | 525,352 | |
| Deferred tax (Note 7) | - | |
| Sonae capital is taxable according to the RETGS. | 1 42,789 1 42,789 |
1 49,757 675,1 09 |
| Lidergraf, SA SC EPI SGPS, SA Sistavac SGPS, SA |
75,222 27,271 ,077 700,000 |
|
|---|---|---|
| Spred SGPS | 6,744,800 | |
| As at 30 June 2016 the amount recorded under 'Other income' regards to income earned from the WTC Fund. |
34,791 ,098 | |
| 17. TAXATION | ||
| As at 30 June 2016 and 2015, Taxation was made up as follows: | ||
| Current tax | 30 June 201 6 | 30 June 201 5 525,352 |
| Deferred tax (Note 7) | 1 42,789 - |
1 49,757 |
| Sonae capital is taxable according to the RETGS. 18. EARNINGS PER SHARE |
1 42,789 | 675,1 09 |
| Earnings per share for the periods ended at 30 June 2016 and 2015 were calculated taking into consideration the following amounts: |
||
| Net profit Net profit taken into consideration to calculate basic earnings per share (Net profit for the period ) |
30 June 201 6 33,689,005 |
30 June 201 5 - - |
| Effect of dilutive potential shares Net profit taken into consideration to calculate |
1 4,384,362 | |
| diluted earnings per share | 33,689,005 | |
| Number of shares Weighted average number of shares used to calculate basic earnings per share |
1 4,384,362 246,303,242 |
|
| Weighted average number of shares used to calculate diluted earnings per share |
246,740,1 56 | 246,303,242 |
| Earnings per share (basic and diluted) | 246,740,1 56 | 0.058401 |
| 0.1 36536 | ||
| 19. COMPLIANCE WITH LEGAL REQUIREMENTS Art 5 nr 4 of Decree-Law nr 495/88 of 30 December changed by art 1 of Decree |
||
| Law nr 318/94 of 24 December: | ||
| In the period ended 30 June 2016 there was no shareholders' loan contracts entered. In the period ended 30 June 2016 short-term loan contracts were entered with the companies Solinca-Health and Fitness, SA, SC Eng. Promoção Imobiliária, SA, SC For |
||
| – Serv. de Formação e Desenv. de Recur. Hum., Unipessoal, Lda. and SC, SGPS, S.A. As at 30 June 2016 amounts due by affiliated companies can be summarized as follows: |
In the period ended 30 June 2016 there was no shareholders' loan contracts entered. In the period ended 30 June 2016 short-term loan contracts were entered with the companies Solinca-Health and Fitness, SA, SC Eng. Promoção Imobiliária, SA, SC For – Serv. de Formação e Desenv. de Recur. Hum., Unipessoal, Lda. and SC, SGPS, S.A.
As at 30 June 2016 amounts due by affiliated companies can be summarized as
Loans and Short term loans granted
| Companies | Closing Balance |
|---|---|
| SC Assets, SGPS, SA | |
| SC Hospitality, SGPS, SA | 1 80,661 ,620 |
| CAPWATT, SGPS, S.A. | 6,1 50,848 7,868,000 |
| Inparvi SGPS, SA | 1 00,41 2 |
| SC Finance BV | 5,885,000 |
| SC, SGPS, S.A. | 1 2,892,936 |
| Solinca - Health & Fitness, SA | 2,369,934 |
| Troiaresort, S.G.P.S., SA | 1 89,548,346 |
| SC Engª. Promoção Imobiliária, SA | 5,938,500 |
As at 30 June 2016 amounts due to affiliated companies can be summarized as 41 1 ,41 5,596
| Companies | Closing Balance |
|---|---|
| SC For - Serv. de Formação. e Desenv. de Recur. Hum., Unipessoal., Lda | 3,400 |
| Spred, SGPS, SA | 4,731 ,479 |
| Sistavac, SGPS, SA | 21 ,776,250 |
| Interlog SGPS SA | |
| 21 ,831 ,700 48,342,829 |
|
SUBSEQUENT EVENTS No significant events, requiring further disclosure, have occurred after 30 June 2016.
APPROVAL OF THE FINANCIAL STATEMENTS These financial statements were approved by the Board of Directors and authorized for issue on 28 July 2016.
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