Interim / Quarterly Report • Aug 26, 2013
Interim / Quarterly Report
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Porto Commercial Registry and Fiscal Number 501 532 927
REPORT AND ACCOUNTS
30 June 2013
In accordance with Portuguese Law and the company's articles of association, we hereby present the management report of Sonae Investimentos ‐ S.G.P.S., S.A. for the first six months of 2013.
During the course of 2013's first semester, the consolidated turnover of Sonae Investimentos totalled 2,126 million Euro, which represents a slight increase (1%) over the past year.
In the same period, the Company's operating cash‐flow (EBITDA) reached 145 million Euro, increasing 8% when compared to last year's first six months. This performance was driven by the businesses' improvement of operational profitability, achieved mainly through significant cost savings and efficiency gains, which have more than offset the effects of another semester of retraction in Iberian markets, namely in what regards discretionary categories. Thus, EBITDA margin increased to 5.8%, 0.5 pp above the same period last year.
In terms of operating results (EBIT), the consolidated figure amounted to 53 million Euro in the period, a 14 million Euro increase on last years' comparable.
Sonae Investimentos consolidated net result totalled 12.9 million Euro, which compares to negative 4.6 million Euro in 2012's first semester.
At the end of June, Sonae Investimentos detained an overall portfolio of 1,092 stores1, corresponding to a sales area of 1,060 thousand m21. During the period, the company continued the consolidation of Sonae SR's own store network in international markets. As at the end of June 2013, Sonae SR's formats had a total of 153 stores outside of Portugal, including 31 under franchising agreements.
In Portugal, the company materialized a selective opening of new retail stores, which (when comparing to December 2012) included the reopening of a Continente store, the opening of two Continente Bom Dia, and the increase of Meu Super network from 25 to 41 stores (under franchise agreements).
In parallel to the expansion effort, the company carried a Refurbishment Programme in a number of retail units so as to ensure they remain as a reference in their respective catchment areas. Total investment amounted to 48 million Euro during the first six months of the year.
1 Excludes Geostar
Sonae Investimentos strategic guidelines privilege growth and the strengthening of the value proposition based on a continued investment in efficiency and innovation. This positioning, consistently adopted by the Company, has allowed for the combination of strong growth rhythms with strong profitability benchmarks, and once again will be at the basis of the Company´s performance during the course of the next months.
The consolidated financial information contained in this report was prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union. The financial information regarding quarterly and semi‐annual figures was not subject to audit procedures.
The accounting standard IFRS 11 ‐ Joint Arrangements changes the accounting method of joint‐controlled investments, namely eliminating the possibility of proportional consolidation of entities that fall under the concept of joint‐ventures, as is the case of Geostar. Under these terms, Sonae has decided, as it is already possible under the current standards, in anticipation of the requirement for this change to be implemented for annual reporting periods beginning on 1st January 2014 and in order to facilitate a future comparison of its financial reporting, to start reporting Geostar according to the Equity Method (the only possible method according to this new standard) from 1st January 2012.
Maia, 19 of August 2013
The Board of Directors,
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
sale of articles + services rendered.
turnover + investment income + other income – negative goodwill – reversal of impairment losses – operational costs ‐ provision for extensions of guarantees
turnover + other income – operational costs ‐ provision for extensions of guarantees + gains / losses on sales of businesses – amortisations and impairment losses.
increase in gross fixed assets (tangible and intangible) + changes in perimeter (as a result of acquisitions and disposals) ‐ disposals in gross fixed assets (tangible and intangible) + increases in goodwill.
current borrowings + noncurrent borrowings + financial leasing creditors – cash and cash equivalents – other current financial investments
ratio between net financial debt and shareholders' funds
gross fixed assets (tangible and intangible) + other gross real estate assets (including goodwill) ‐ amortisations and impairment losses + financial investments + working capital
The signatories individually declare that, to their knowledge, the Management Report, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared meeting the standards of the applicable International Financial Reporting Standards, giving a truthful (fairly) and appropriate image, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of the issuer and that the Management Report faithfully describes the progress of the business and position of the issuer and of the companies included in the consolidation perimeter and contains a description of the major risks and uncertainties that they face.
Maia, 19 of August 2013
The Board of Directors,
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
| Additions | Reductions | Balance as of 30.06.2013 |
||||
|---|---|---|---|---|---|---|
| Date | Quantity | Aver. Price € | Quantity | Aver. Price € | Quantity | |
| Ângelo Gabriel Ribeirinho dos Santos Paupério () (*) Sonae, SGPS, SA (3) Shares purchased under the terms of the Annual Performance Bonus Plan and Medium Term Incentive Plans Continente Bonds ‐ 7% ‐2015 |
08.03.2013 | 178,588 | 0.000 | 763,150 (a) 700,000 (b) |
||
| Duarte Paulo Teixeira de Azevedo () () ()(**) Efanor Investimentos, SGPS, SA (1) Migracom, SGPS, SA (7) Sonae, SGPS, SA (3) Shares purchased under the terms of the Annual Performance Bonus Plan and Medium Term Incentive Plans Sale |
25.06.2013 26.06.2013 |
28,479 | 0.000 | 28,479 | 0.699 | 1 1,969,996 3,293 (c) |
| Additions | Reductions | Balance as of 30.06.2013 |
||||
| Date | Quantity | Aver. Price € | Quantity | Aver. Price € | Quantity | |
| (1) EfanorInvestimentos, SGPS, SA Sonae, SGPS, SA (3) Pareuro, BV (2) |
200,100,000 2,000,000 |
|||||
| (2) Pareuro, BV Sonae, SGPS, SA (3) |
849,533,095 | |||||
| (3) Sonae, SGPS, SA Sonae Investments, BV (4) Sonae Investimentos, SGPS, SA |
2,894,000 768,555,810 |
|||||
| (4) Sonae Investments BV Sonae Investimentos, SGPS, SA Libra Serviços, Sociedade Unipessoal, Lda (5) |
131,419,190 5,000 |
|||||
| (5) Libra Serviços, Sociedade Unipessoal, Lda Sonae Investimentos, SGPS, SA |
25,000 | |||||
| (6) Sonae ‐ Specialized Retail, SGPS, SA Sonae Investimentos, SGPS, SA |
100,000,000 | |||||
| (7) Migracom, SGPS, SA Sonae, SGPS, SA (3) Purchase Imparfin, SGPS, SA (8) |
26.06.2013 | 28,479 | 0.699 | 2,936,683 150,000 |
||
| (8) Imparfin, SGPS, SA Sonae, SGPS, SA (3) |
4,105,280 |
(*) Member of the Board of Directors of Sonae Investimentos, SGPS, SA
(**) Member of the Board of Directors of Sonae, SGPS, SA (directly and indirectly dominant company) (3)
(**) Member of the Board of Directors of Efanor Investimentos SGPS, SA (directly and indirectly dominant company) (1)
(****) Member of the Board of Directors of Imparfin, SGPS, SA (8)
(a) of which 125,000 shares are held by spouse.
(c) of which 1,000 shares held by descendants under his charge. (b) of which 150,000 bonds are held by spouse and 400,000 are held by company in which this person discharging managerial responsibilities ("dirigente") is the
As required by article 9, nr.1, c), of the Securities Market Commission (CMVM) Regulation nr. 05/2008, the qualified shareholdings as at 30th June 2013 are as follows:
| Shareholder | Nr. of shares | % share capital |
% of voting rights |
|---|---|---|---|
| Efanor Investimentos, SGPS, SA (i) | |||
| By Sonae, SGPS, SA | 768,555,810 | 76.8556% | 85.3951% |
| By Sonae Investments, BV | 131,419,190 | 13.1419% | 14.6021% |
| By Libra Serviços, Sociedade Unipessoal, Lda | 25,000 | 0.0025% | 0.0028% |
| By Sonae ‐ Specialized Retail, SGPS, SA (ii) | 100,000,000 | 10.0000% | ‐ |
| Total attributable to Efanor Investimentos, SGPS, SA | 1,000,000,000 | 100.0000% | 100.0000% |
(i) Belmiro Mendes de Azevedo is, according to article 20, paragraph 1, subparagraph b), and article 21, paragraph 1, both of the Portuguese Securities Code, the ultimate beneficial owner, as it holds circa 99% of the share capital and voting rights in Efanor Investimentos SGPS, SA, and the latter wholly owns Pareuro BV.
(ii) Considered treasury shares in accordance with Commercial Companies Code as Sonae ‐ Specialized Retail, SGPS, SA is fully owned by Sonae Investimentos, SGPS, SA.
financial statements
(Translation of condensed consolidated financial statements originally issued in Portuguese.
In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
| ASSETS | Notes | 30 June 2013 | 30 June 2012 | 31 December 2012 |
|---|---|---|---|---|
| NON‐CURRENT ASSETS: | ||||
| Tangible assets | 7 | 1,981,769,379 | 2,045,499,852 | 2,025,784,857 |
| Intangible assets | 8 | 155,339,446 | 152,296,905 | 154,622,623 |
| Goodwill | 9 | 499,234,487 | 499,234,487 | 499,234,487 |
| Investments in joint ventures and associates | 5 | 53,435,695 | 55,557,792 | 60,819,852 |
| Other investments | 6 | 13,401,697 | 34,596,913 | 34,605,498 |
| Deferred tax assets | 13 | 131,452,948 | 130,321,347 | 123,115,350 |
| Other non‐current assets | 11 | 24,032,069 | 36,445,000 | 34,429,814 |
| Total Non‐Current Assets | 2,858,665,721 | 2,953,952,296 | 2,932,612,481 | |
| CURRENT ASSETS: | ||||
| Inventories | 505,208,813 | 576,989,800 | 524,684,028 | |
| Trade accounts receivable and other current assets | 12 | 223,815,465 | 220,915,709 | 211,027,557 |
| Investments | 10 | 343,620 | 3,276,791 | 892,728 |
| Cash and cash equivalents | 14 | 107,489,944 | 109,743,519 | 162,194,406 |
| Total Current Assets | 836,857,842 | 910,925,819 | 898,798,719 | |
| Assets available forsale | 720,338 | 720,338 | 720,338 | |
| TOTAL ASSETS | 3,696,243,901 | 3,865,598,453 | 3,832,131,538 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 15 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
| Own shares | (320,000,000) | (320,000,000) | (320,000,000) | |
| Reserves and retained earnings | 27,392,313 | 60,777,629 | 62,940,864 | |
| Profit/(Loss) for the period attributable to the equity holders of the Parent Company | 12,515,648 | (3,772,560) | 9,310,582 | |
| Equity attributable to the equity holders of the Parent Company | 719,907,961 | 737,005,069 | 752,251,446 | |
| Equity attributable to non‐controlling interests | 16 | 86,357,539 | 74,999,551 | 85,691,823 |
| TOTAL EQUITY | 806,265,500 | 812,004,620 | 837,943,269 | |
| LIABILITIES: | ||||
| NON‐CURRENT LIABILITIES: | ||||
| Loans | 17 | 865,042,998 | 1,060,560,311 | 761,229,147 |
| Other non‐current liabilities | 19 | 434,974,717 | 428,970,663 | 429,509,652 |
| Deferred tax liabilities | 13 | 133,022,951 | 124,939,588 | 130,113,975 |
| Provisions | 22 | 23,838,598 | 33,220,188 | 46,471,233 |
| Total Non‐Current Liabilities | 1,456,879,264 | 1,647,690,750 | 1,367,324,007 | |
| CURRENT LIABILITIES: | ||||
| Loans | 17 | 213,324,350 | 185,066,034 | 230,447,424 |
| Trade creditors and other current liabilities | 21 | 1,214,346,457 | 1,218,608,719 | 1,394,188,508 |
| Provisions | 22 | 5,428,330 | 2,228,330 | 2,228,330 |
| Total Current Liabilities | 1,433,099,137 | 1,405,903,083 | 1,626,864,262 | |
| TOTAL LIABILITIES | 2,889,978,401 | 3,053,593,833 | 2,994,188,269 | |
| TOTAL EQUITY AND LIABILITIES | 3,696,243,901 | 3,865,598,453 | 3,832,131,538 |
The accompanying notes are part of these condensed consolidated financial statements.
(Translation of condensed consolidated financial statements originally issued in Portuguese.
In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
| Notes | nd Quarter 2013 2 |
2nd Quarter 2012 | 30 June 2013 | 30 June 2012 | |
|---|---|---|---|---|---|
| Sales | 1,068,902,600 | 1,072,457,618 | 2,106,902,976 | 2,096,144,090 | |
| Services rendered | 10,215,572 | 8,880,021 | 19,263,780 | 16,446,346 | |
| Investment income | 92,000 | 200,697 | 79,000 | 200,697 | |
| Financial income | 1,117,146 | 1,468,257 | 2,740,075 | 2,917,928 | |
| Other income | 119,285,552 | 127,556,722 | 210,495,161 | 219,400,819 | |
| Cost of goods sold and materials consumed | (835,668,802) | (844,834,434) | (1,638,875,240) | (1,643,138,988) | |
| Changes in stocks of finished goods and work in progress | 114,897 | (273,131) | 138,910 | (211,595) | |
| External supplies and services | (129,286,417) | (134,559,808) | (257,486,663) | (271,171,619) | |
| Staff costs | (135,961,092) | (136,525,024) | (273,210,360) | (269,780,677) | |
| Depreciation and amortisation | 7 and 8 | (41,139,806) | (44,489,802) | (87,685,708) | (89,098,907) |
| Provisions and impairment losses | (3,331,457) | (2,439,099) | (8,571,181) | (4,006,760) | |
| Financial expenses | (18,465,834) | (21,262,024) | (38,551,116) | (41,258,690) | |
| Other expenses | (9,628,941) | (7,448,618) | (18,268,269) | (16,226,341) | |
| Share of results of joint ventures and associated undertakings | 5 | (144,642) | (641,550) | (2,181,943) | (2,661,595) |
| Profit/(Loss) before taxation | 26,100,776 | 18,089,825 | 14,789,422 | (2,445,292) | |
| Taxation | 25 | (4,073,315) | (6,067,611) | (1,919,063) | (2,135,678) |
| Profit/(Loss) after taxation | 22,027,461 | 12,022,214 | 12,870,359 | (4,580,970) | |
| Attributable to: | |||||
| Equity holders of the Parent Company | 21,930,677 | 12,635,926 | 12,515,648 | (3,772,560) | |
| Non‐controlling interests | 96,784 | (613,712) | 354,711 | (808,410) | |
| Profit/(Loss) pershare | |||||
| Basic | 26 | 0.024367 | 0.014040 | 0.013906 | (0.004192) |
| Diluted | 26 | 0.024367 | 0.014040 | 0.013906 | (0.004192) |
The accompanying notes are part of these condensed consolidated financial statements.
(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
| 2nd Quarter 2013 | 2nd Quarter 2012 | 30 June 2013 | 30 June 2012 | |
|---|---|---|---|---|
| Net Profit / (Loss) for the period | 22,027,461 | 12,022,214 | 12,870,359 | (4,580,970) |
| Exchange differences arising on translation of foreign operations | (44,593) | (32,288) | 7,240 | (49,653) |
| Participation in other comprehensive income (net of tax) related to joint ventures and associated companies included in consolidation by the equity method |
(2,552,263) | (408,855) | (5,187,882) | (461,641) |
| Changes in hedge and fair value reserves | (1,449,291) | 1,360,588 | 325,972 | (1,768,208) |
| Deferred tax related to changes in fair value reserves | 447,478 | (354,409) | (63,295) | 479,375 |
| Other comprehensive income for the period | (3,598,669) | 565,036 | (4,917,965) | (1,800,127) |
| Total comprehensive income for the period | 18,428,792 | 12,587,250 | 7,952,394 | (6,381,097) |
| Attributable to: | ||||
| Equity holders of Parent Company | 18,342,415 | 13,179,414 | 7,576,465 | (5,553,062) |
| Non controlling interests | 86,377 | (592,164) | 375,929 | (828,035) |
The accompanying notes are part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES INEQUITY
(Translation of condensed consolidated financial statements originally issued in Portuguese. Incase of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
| ribu tab le Hol der s of Att Eq uity Par Com to ent pan y |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Res R d eta erv es an |
ine d E ings arn |
|||||||||||
| Leg al |
||||||||||||
| in rese rve s |
||||||||||||
| Cur ren cy |
ord acc anc e |
Oth Re er ser ves |
llin Non ntro ‐co g |
|||||||||
| Sha re |
Ow n |
al Leg |
nsla Tra tion |
Hed gin g |
h le wit rtic a |
and d R ine eta |
Net | inte rest s |
al Tot |
|||
| ital Cap |
Sha res |
Res erv e |
Res erv e |
Res erv e |
342 CS º C |
Ear nin gs |
al Tot |
fit/ (Los s) Pro |
al Tot |
(No 6) te 1 |
Equ ity |
|
| Bala at 1 Ja ry 2 012 nce as nua |
1,0 00,0 00,0 00 |
(32 0,00 0,00 0) |
139 ,614 ,88 1 |
336 ,81 1 |
1,5 95,2 04 |
320 ,000 ,000 |
(44 3,08 3,22 6) |
18, 463 ,670 |
63, 798 ,214 |
762 ,26 1,88 4 |
700 ,03 1 75, |
837 ,961 ,915 |
| al e fo r th d Tot nsiv e in erio co mp ree com e p |
‐ | ‐ | ‐ | (49, ) 653 |
(1,2 08) 69,2 |
‐ | (46 1) 1,64 |
(1,7 02) 80,5 |
(3,7 60) 72,5 |
(5,5 62) 53,0 |
(82 5) 8,03 |
(6,3 97) 81,0 |
| App riat ion of p rofi t of 201 1: rop |
||||||||||||
| Tra nsfe le gal d re tain ed nin to r rese rve s an ear gs |
‐ | ‐ | 742 ,928 |
‐ | ‐ | ‐ | 63,0 55,2 86 |
63, 798 ,214 |
(63 ,798 ,214 ) |
‐ | ‐ | ‐ |
| Div ide nds di stri but ed |
‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (20, 000 ,000 ) |
(20 ,000 ,000 ) |
‐ | (20, 000 ,000 ) |
(15 7,07 4) |
(20 ,074 ) ,157 |
| Oth er re ser ves |
‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 296 ,247 |
296 ,247 |
‐ | 296 ,247 |
284 ,629 |
580 ,876 |
| Bala at 3 Ju 0 201 2 nce as ne |
1,0 00,0 00,0 00 |
(32 0) 0,00 0,00 |
140 ,357 ,809 |
287 ,158 |
325 ,996 |
320 ,000 ,000 |
(40 4) 0,19 3,33 |
60, 777 ,629 |
(3,7 60) 72,5 |
737 ,005 ,069 |
74, 999 ,55 1 |
812 ,004 ,620 |
| Bala at 1 Ja ry 2 013 nce as nua |
1,0 00,0 00,0 00 |
(32 0,00 0,00 0) |
140 ,357 ,809 |
336 ,81 1 |
1,5 95,2 04 |
320 ,000 ,000 |
(39 9,34 8,96 0) |
62, 940 ,864 |
9,3 10,5 82 |
752 ,25 1,44 6 |
85, 691 ,823 |
837 ,943 ,269 |
| al e fo r th d Tot nsiv e in erio co mp ree com e p |
‐ | ‐ | ‐ | 7,24 0 |
241 ,459 |
‐ | (5,1 82) 87,8 |
(4,9 84) 39,1 |
12, 515 ,648 |
7,5 76,4 65 |
375 ,929 |
7,9 52,3 94 |
| App riat ion of p rofi t of 201 2: rop |
||||||||||||
| Tra nsfe le gal d re tain ed nin to r rese rve s an ear gs |
‐ | ‐ | 284 ,660 |
‐ | ‐ | ‐ | 9,02 5,92 2 |
9,3 10,5 82 |
(9,3 10,5 82) |
‐ | ‐ | ‐ |
| Div ide nds di stri but ed |
‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (40, ) 000 ,000 |
(40 ) ,000 ,000 |
‐ | (40, ) 000 ,000 |
‐ | (40, ) 000 ,000 |
| Oth ers |
‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 80,0 51 |
80, 051 |
‐ | 80,0 50 |
289 ,787 |
369 ,837 |
| Bala at 3 Ju 0 201 3 nce as ne |
1,0 00,0 00,0 00 |
(32 0) 0,00 0,00 |
140 ,642 ,469 |
344 ,05 1 |
1,8 36,6 63 |
320 ,000 ,000 |
(43 0) 5,43 0,87 |
27, 392 ,313 |
12, 515 ,648 |
719 ,907 ,96 1 |
86, 357 ,539 |
806 ,265 ,500 |
Theaccompanying notes are part of these condensed consolidated financial statements.
(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
| Notes | 2nd Quarter 2013 | 2nd Quarter 2012 | 30 June 2013 | 30 June 2012 | |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES | |||||
| Net cash flow from operating activities (1) | 170,880,117 | 171,206,375 | (64,420,420) | (20,225,926) | |
| INVESTMENT ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Investments | 98,092 | 808,985 | 1,434,846 | 1,288,829 | |
| Tangible and intangible assets | 932,380 | ‐ | 1,249,637 | 737,762 | |
| Interest and similar income | 523,038 | 527,036 | 1,113,761 | 1,341,514 | |
| Loans granted | 4,350,000 | 7,698,189 | 16,252,000 | 7,698,189 | |
| Dividends | 106,332 | 200,697 | 106,332 | 200,697 | |
| 6,009,842 | 9,234,907 | 20,156,576 | 11,266,991 | ||
| Cash payments arising from: | |||||
| Tangible and intangible assets | (22,171,141) | (16,209,875) | (74,582,768) | (57,883,797) | |
| Loans granted | (4,846,722) | (7,470,189) | (5,396,722) | (8,770,189) | |
| Others | (7) | (7) | (30) | (142) | |
| (27,017,870) | (23,680,071) | (79,979,520) | (66,654,128) | ||
| Net cash used in investment activities (2) | (21,008,028) | (14,445,164) | (59,822,944) | (55,387,137) | |
| FINANCING ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 802,962,000 | 1,318,824,922 | 1,816,492,126 | 2,290,802,841 | |
| Capital increases, shareholder's loans and share premiums | ‐ | 580,875 | ‐ | 580,875 | |
| 802,962,000 | 1,319,405,797 | 1,816,492,126 | 2,291,383,716 | ||
| Cash Payments arising from: | |||||
| Loans obtained | (982,964,621) | (1,445,574,001) | (1,714,743,780) | (2,339,965,760) | |
| Interest and similar charges | (9,896,435) | (8,034,088) | (18,159,882) | (25,175,195) | |
| Dividends | (190,743) | (157,074) | (190,743) | (157,074) | |
| Others | (223,191) | (241,338) | (773,565) | (1,228,548) | |
| (993,274,990) | (1,454,006,501) | (1,733,867,970) | (2,366,526,577) | ||
| Net cash used in financing activities (3) | (190,312,990) | (134,600,704) | 82,624,156 | (75,142,861) | |
| Net increase/(decrease) in cash and cash equivalents (4) = (1) + (2) + (3) | (40,440,901) | 22,160,507 | (41,619,208) | (150,755,924) | |
| Effect of foreign exchange rate | 225,944 | 40,610 | 175,586 | (15,583) | |
| Cash and cash equivalents at the beginning of the period | 14 | 147,854,493 | 76,226,989 | 148,982,442 | 249,087,227 |
| Cash and cash equivalents at the end of the period | 14 | 107,187,648 | 98,346,886 | 107,187,648 | 98,346,886 |
The accompanying notes are part of these condensed consolidated financial statements.
(Amounts expressed in euro)
(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancies the Portuguese version prevails.)
SONAE INVESTIMENTOS, SGPS, S.A. ("the Company" or "Sonae Investimentos"), with head office in Rua João Mendonça nº 529, 4464‐501 Senhora da Hora, Portugal, is the Parent‐company of a group of companies, as detailed in Notes 4, 5 and 6 ("Sonae Investimentos Group"), which business activity is described in the Note 27.
The accounting policies adopted are consistent with those used in the preparation of the consolidated financial statements for the period ended as at 31 December 2012.
The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as at the consolidated financial statements issuance date.
Interim financial statements are presented quarterly, in accordance with IAS 34‐ "Interim Financial Reporting".
The accompanying condensed consolidated financial statements have been prepared from the books and accounting records of the Company and subsidiaries, adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.
Up to the financial statements approval date, the following Standards and Interpretations, some of which become effective in 2013, have been endorsed by the European Union:
| With mandatory application from 1 January 2013: | Effective Date (for financial years beginning on/after) |
||
|---|---|---|---|
| IFRS 13 ‐ (Fair Value Measurement) | 01‐01‐2013 | ||
| IAS 12 ‐ Amendments (Deferred tax: Recovery of Underlying Assets) | 01‐01‐2013 | ||
| IAS 19 – Amendments (Employee Benefits) | 01‐01‐2013 | ||
| IAS 1 – Amendments (Presentation of Items of Other Comprehensive Income) | 01‐07‐2013 | ||
| IFRS 7 – Amendments (Disclosures of Financial Instruments) | 01‐01‐2013 | ||
| IFIC 20 – Interpretation (Stripping Costs in the Production Phase of a Surface Mine) | 01‐01‐2013 | ||
| IFRS 1 – Amendments (Government Loans) | 01‐01‐2013 | ||
| Improvements of some IFRS (2009‐2011) | 01‐01‐2013 | ||
| Transition Guide ( Amendments to IFRS 10, IFRS11 and IFRS 12) | 01‐01‐2013 | ||
There were no significant impacts in the financial statements resulting from the adoption of these standards.
The following standards, interpretations, amendments and revisions were endorsed by the European Union and have mandatory application is mandatory in future financial years:
| Effective Date (for financial | |
|---|---|
| With mandatory application from 1 January 2014 onwards: | years beginning on/after) |
| IFRS 10 ‐ (Consolidated Financial Statements) (*) | 01‐01‐2013 |
|---|---|
| IFRS 11 ‐ (Joint arrangements) (*) | 01‐01‐2013 |
| IFRS 12 ‐ (Disclosures of Interests in Other Entities) (*) | 01‐01‐2013 |
| IAS 27 ‐ (Separate Financial Statements) (*) | 01‐01‐2013 |
| IAS 28 ‐ (Investments in Associates and Joint Ventures) (*) | 01‐01‐2013 |
| IAS 32 ‐ Amendments (Offsetting Financial Assets and Financial Liabilities) | 01‐01‐2014 |
(*) In accordance with the EU Regulation which approved the adoption of IFRS 10, 11 and 12 and the amendments to IAS 27 and IAS 28, an entity shall use these standards no later than periods beginning on or after 1 January 2014. The early adoption is however permitted;
The Group did not proceed to earlier adoption of any of these standards on the financial statements for the period ended 30 June 2013. No significant impacts are expected in the financial statements resulting from the adoption of these standards.
During the period it was adopted a set of accounting standards, interpretations, amendments and revisions issued in previous periods and whose implementation became mandatory after 1st January 2013 as disclosed in Note 2 and which didn't have any significant impacts on the financial statements as at 30 June 2013.
The subsidiaries included in the consolidated financial statements, its head offices and percentage of capital held as at 30 June 2013 and 31 December 2012 are as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2013 | 31 December 2012 | |||||||
| COMPANY | Head Office | Direct | Total | Direct | Total | |||
| Sonae Investimentos, SGPS, SA | Matosinhos | Holding | Holding | Holding | Holding | |||
| Arat Inmuebles, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Azulino Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| BB Food Service, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Bertimóvel ‐ Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Bom Momento ‐ Restauração, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Canasta ‐ Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| 1) | Carnes do Continente ‐ Industria e Distribuição Carnes, SA |
a) | Santarém | 100.00% | 100.00% | 100.00% | 100.00% | |
| Chão Verde ‐ Sociedade de Gestão Imobiliária, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Citorres ‐ Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Contibomba ‐ Comércio e Distribuição de Combustíveis, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Contimobe ‐ Imobiliária de Castelo de Paiva, SA |
a) | Castelo de Paiva | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Continente Hipermercados, SA | a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Cumulativa ‐ Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Discovery Sports, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| 1) | Edições Book.it, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| 1) | Estevão Neves ‐ Hipermercados da Madeira, SA |
a) | Madeira | 100.00% | 100.00% | 100.00% | 100.00% |
| Farmácia Selecção, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fashion Division, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fashion Division Canárias, SL | a) | Tenerife (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fozimo ‐ Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fozmassimo ‐ Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fundo de Investimento Imobiliário Fechado Imosede |
a) | Maia | 54.55% | 54.55% | 54.55% | 54.55% | |
| Fundo de Investimento Imobiliário Fechado Imosonae Dois |
a) | Maia | 99.60% | 99.60% | 99.89% | 99.89% | |
| Igimo ‐ Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Iginha ‐ Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoconti ‐ Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoestrutura ‐ Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imomuro ‐ Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoresultado ‐ Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imosistema ‐ Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Infofield ‐ Informática, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Marcas MC, zRT | a) | Budapest (Hungary) |
100.00% | 100.00% | 100.00% | 100.00% | |
| MJLF ‐ Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modalfa ‐ Comércio e Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modalloop – Vestuário e Calçado, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo ‐ Distribuição de Materiais de Construção, SA |
b) | Maia | 50.00% | 50.00% | 50.00% | 50.00% | |
| Modelo Continente Hipermercados, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Continente International Trade, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Hiper Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo.com ‐ Vendas p/Correspond., SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | Peixes do Continente ‐ Indústria e Distribuição de Peixes, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
2) Tlantic, BV a) Amesterdam (The
Netherlands) 100,00% 100,00% ‐ ‐
| Tlantic Portugal ‐ Sistemas de Informação, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Tlantic Sistemas de Informação, Ltda | a) | Porto Alegre (Brazil) |
100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | Todos os Dias ‐ Com. Ret. Expl. C. Comer., SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Valor N, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Worten Canarias , SL | a) | Tenerife (Spain) | 51.00% | 51.00% | 51.00% | 51.00% | |
| Worten – Equipamento para o Lar, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Worten España Distribución, SL | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Zippy – Comércio e Distribuição, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Zippy ‐ Comércio Y Distribución, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Zippy Cocuk Malz.Dag.Ith.Ve Tic Ltd.Sti | a) | Istanbul (Turkey) | 100.00% | 100.00% | 100.00% | 100.00% | |
| ZYEvolution‐ Investig.e Desenvolvimento, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
These entities are consolidated using the full consolidation method, considering that they are controlled by Sonae Investimentos SGPS, S.A..
Jointly controlled companies and associated companies, their head offices, the percentage of share capital held and their book value as at 30 June 2013 and 31 December 2012 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 June 2013 | 31 December 2012 | Book value | |||||
| Company | Head Office | Direct | Total | Direct | Total | 30 June 2013 | 31 December 2012 |
| Raso SGPS, SA (consolidated) | Lisbon | 50.00% | 50.00% | 50.00% | 50.00% | 10,168,543 | 10,716,070 |
| Investments in joint ventures | 10,168,543 | 10,716,070 | |||||
| MDS SGPS, SA (consolidated) | Maia | 46.92% | 46.92% | 46.92% | 46.92% | 42,508,733 | 49,205,951 |
| Mundo VIP | Lisbon | 33.34% | 33.34% | 33.34% | 33.34% | ‐ | ‐ |
| Sempre a Postos ‐ Produtos Alimentares e Utilidades, Lda |
Lisbon | 25.00% | 25.00% | 25.00% | 25.00% | 758,419 | 897,831 |
| Investment in associated companies | 43,267,152 | 50,103,782 | |||||
| Total | 53,435,695 | 60,819,852 | |||||
Jointly controlled companies and associated companies were consolidated using the equity method.
During the periods ended at 30 June 2013 and 2012, movements in investments, are made up as follows:
| 30 June 2013 | 30 June 2012 | |||||
|---|---|---|---|---|---|---|
| Proportion on equity |
Goodwill | Total investment |
Proportion on equity |
Goodwill | Total investment |
|
| Investments in associated companies | ||||||
| Opening balance as at January,1 | 17,400,725 | 44,520,464 | 61,921,189 | 14,160,562 | 44,520,464 | 58,681,026 |
| Equity method: | ||||||
| Share of results in joint ventures and associated companies |
(2,181,943) | ‐ | (2,181,943) | (2,661,595) | ‐ | (2,661,595) |
| Distributed dividends | (14,332) | ‐ | (14,332) | ‐ | ‐ | ‐ |
| Other effects on reserves | (5,187,882) | ‐ | (5,187,882) | (461,639) | ‐ | (461,639) |
| 10,016,568 | 44,520,464 | 54,537,032 | 11,037,328 | 44,520,464 | 55,557,792 | |
| Accumulated impairment losses (Note 22) | 688,417 | (1,789,754) | (1,101,337) | ‐ | ‐ | ‐ |
| 10,704,985 | 42,730,710 | 53,435,695 | 11,037,328 | 44,520,464 | 55,557,792 |
The aggregated values of main financial indicators of jointly controlled companies and associated companies can be summarized as follows:
| 30 June 2013 | 31 December 2012 | |
|---|---|---|
| Total Assets | 185,990,340 | 224,506,704 |
| Total Liabilities | 126,698,002 | 150,484,873 |
| 30 June 2013 | 30 June 2012 | |
| Income | 66,592,529 | 79,904,295 |
| Expenses | 70,807,451 | 86,058,980 |
Other non‐current investments, their head offices, proportion of capital held and their book value as at 30 June 2013 and 31 December 2012 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 June 2013 | 31 December 2012 | Book value | |||||
| Company | Head Office | Direct | Total | Direct | Total | 30 June 2013 | 31 December 2012 |
| Dispar ‐ Distrib. de Participações, SGPS, SA | Lisbon | 14.28% | 14.28% | 14.28% | 14.28% | 9,976 | 9,976 |
| Insco ‐ Insular de Hipermerc., SA | Ponta Delgada | 10.00% | 10.00% | 10.00% | 10.00% | 748,197 | 748,197 |
| Other investments | 12,643,524 | 33,847,325 | |||||
| 13,401,697 | 34,605,498 |
Under the caption other non‐current investments there is an amount of 12,512,674 euro (33,716,476 euro as at 31 December 2012), related to deposited amounts on an Escrow Account which are invested in investment funds with superior rating and guarantee contractual liabilities assumed by Sonae Investimentos which may arise from the sale of Sonae Distribuição Brasil,S.A. and for which provisions were recorded (Note 22 ).
Although in accordance with the deadlines contractually established, the Escrow Account should have already been released by the buyer. That didn't happen as there are some points of disagreement on the use of the Escrow Account, namely as to whether or not, to retain the Escrow Account for ongoing fiscal procedures that have not yet been decided (Note 22). It is the understanding of the Board of Directors, based on legal opinions of Brazilian and Portuguese lawyers that the reason attends to Sonae Investimentos.
All investments are recorded at acquisition cost less impairment losses, given the fact that these are investments in unlisted shares and whose fair value was not estimated because is not reliable.
During the periods ended as at 30 June 2013 and 2012, movements in other non‐current investments, are made up as follows:
| 30 June 2013 | 30 June 2012 | |
|---|---|---|
| Investmentsin other companies | ||
| Opening balance as at 1 January | 34,605,498 | 34,613,973 |
| Increase/(Decrease) | (21,203,801) | (17,060) |
| Closing balance as at 30 June | 13,401,697 | 34,596,913 |
| Accumulated impairment losses | ‐ | ‐ |
| 13,401,697 | 34,596,913 | |
During the six months period ended at 30 June 2013 and 2012, movements in Tangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| Tangible assets | |||||
|---|---|---|---|---|---|
| Tangible | Total | ||||
| Land and | Plant and | assets | tangible | ||
| buildings | machinery | Others | in progress | assets | |
| Gross assets: | |||||
| Opening balance as at 1 January 2013 | 1,653,111,333 | 1,194,405,982 | 164,829,261 | 31,807,125 | 3,044,153,701 |
| Acquisitions | 949,255 | 552,034 | 102,662 | 35,905,643 | 37,509,594 |
| Disposals | (361,212) | (14,575,418) | (5,320,012) | (1,741,673) | (21,998,315) |
| Exchange rate effect | ‐ | (74,716) | (79,396) | ‐ | (154,112) |
| Transfers | 2,265,110 | 29,517,422 | 3,575,080 | (38,031,273) | (2,673,661) |
| Closing balance as at 30 June 2013 | 1,655,964,486 | 1,209,825,304 | 163,107,595 | 27,939,822 | 3,056,837,207 |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2013 | 282,468,140 | 606,760,985 | 129,139,719 | ‐ | 1,018,368,844 |
| Depreciation and impairment losses of the period | 13,370,251 | 57,713,530 | 6,935,876 | ‐ | 78,019,657 |
| Disposals | (67,895) | (13,976,448) | (5,269,068) | ‐ | (19,313,411) |
| Exchange rate effect | ‐ | (52,893) | (37,897) | ‐ | (90,790) |
| Transfers | (427,872) | (650,856) | (837,744) | ‐ | (1,916,472) |
| Closing balance as at 30 June 2013 | 295,342,624 | 649,794,318 | 129,930,886 | ‐ | 1,075,067,828 |
| Carrying amount as at 30 June 2013 | 1,360,621,862 | 560,030,986 | 33,176,709 | 27,939,822 | 1,981,769,379 |
| Tangible assets | |||||
| Tangible | Total | ||||
| Land and | Plant and | assets | tangible | ||
| buildings | machinery | Others | in progress | assets | |
| Gross assets: | |||||
| Opening balance as at 1 January 2012 | 1,651,284,310 | 1,156,118,956 | 167,412,568 | 28,062,619 | 3,002,878,453 |
| Acquisitions | 1,706,314 | 1,660,913 | 226,830 | 27,800,783 | 31,394,840 |
| Disposals | (35,155) | (8,099,498) | (2,919,549) | (525,243) | (11,579,445) |
| Exchange rate effect | ‐ | (82,103) | (16,352) | ‐ | (98,455) |
| Transfers | 966,514 | 21,881,354 | 3,657,260 | (27,415,962) | (910,834) |
| Closing balance as at 30 June 2012 | 1,653,921,983 | 1,171,479,622 | 168,360,757 | 27,922,197 | 3,021,684,559 |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2012 | 256,086,860 | 527,857,301 | 124,835,975 | ‐ | 908,780,136 |
| Depreciation and impairment losses of the period | 13,553,255 | 55,895,495 | 8,383,958 | ‐ | 77,832,708 |
| Disposals | (24,833) | (7,177,471) | (2,829,958) | ‐ | (10,032,262) |
| Exchange rate effect | ‐ | (48,534) | (21,552) | ‐ | (70,086) |
| Transfers | ‐ | (187,175) | (138,614) | ‐ | (325,789) |
| Closing balance as at 30 June 2012 | 269,615,282 | 576,339,616 | 130,229,809 | ‐ | 976,184,707 |
| Carrying amount as at 30 June 2012 | 1,384,306,701 | 595,140,006 | 38,130,948 | 27,922,197 | 2,045,499,852 |
The most significant values included in the caption "Tangible assets in progress" refer to the following projects:
| 30 June 2013 | 30 June 2012 | |
|---|---|---|
| Refurbishment and expansion of stores located in Portugal | 18,836,583 | 17,438,300 |
| Refurbishment and expansion of stores located in Spain | 621,332 | 1,652,980 |
| Projects of stores for which advance payments were made | 8,304,617 | 8,734,617 |
| Others | 177,290 | 96,300 |
| 27,939,822 | 27,922,197 |
During the six months period ended at 30 June 2013 and 2012, movements in Intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| Intangible assets | |||||
|---|---|---|---|---|---|
| Patents | Intangible | Total | |||
| and other | assets | intangible | |||
| similar rights | Others | in progress | assets | ||
| Gross assets | |||||
| Opening balance as at 1 January 2013 | 102,405,406 | 183,726,252 | 21,301,926 | 307,433,584 | |
| Acquisitions | 6,914 | 400 | 10,771,843 | 10,779,157 | |
| Disposals | (434) | (170,387) | (251,406) | (422,227) | |
| Exchange rate effect | (27,506) | (41,499) | ‐ | (69,005) | |
| Transfers | 157,547 | 5,311,541 | (5,614,292) | (145,204) | |
| Closing balance as at 30 June 2013 | 102,541,927 | 188,826,307 | 26,208,071 | 317,576,305 | |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2013 | 22,254,148 | 130,556,813 | ‐ | 152,810,961 | |
| Depreciation and impairment losses of the period | 1,386,601 | 8,279,450 | ‐ | 9,666,051 | |
| Disposals | (21,952) | (170,387) | ‐ | (192,339) | |
| Exchange rate effect | (9,775) | (20,800) | ‐ | (30,575) | |
| Transfers | (14,663) | (2,576) | ‐ | (17,239) | |
| Closing balance as at 30 June 2013 | 23,594,359 | 138,642,500 | ‐ | 162,236,859 | |
| Carrying amount as at 30 June 2013 | 78,947,568 | 50,183,807 | 26,208,071 | 155,339,446 | |
| Intangible assets | |||||
|---|---|---|---|---|---|
| Patents | Intangible | Total | |||
| and other | assets | intangible | |||
| similar rights | Others | in progress | assets | ||
| Gross assets | |||||
| Opening balance as at 1 January 2012 | 101,358,773 | 172,809,327 | 15,500,704 | 289,668,804 | |
| Acquisitions | 147,997 | 10,231 | 7,644,786 | 7,803,014 | |
| Disposals | (206,031) | (1,132,022) | (178,316) | (1,516,369) | |
| Exchange rate effect | 17,247 | (7,236) | ‐ | 10,011 | |
| Transfers | 518,658 | 7,227,582 | (7,708,142) | 38,098 | |
| Closing balance as at 30 June 2012 | 101,836,644 | 178,907,882 | 15,259,032 | 296,003,558 | |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2012 | 19,148,056 | 114,163,082 | ‐ | 133,311,138 | |
| Depreciation of the period | 1,717,319 | 9,548,880 | ‐ | 11,266,199 | |
| Impairment losses | ‐ | ‐ | 463,419 | 463,419 | |
| Disposals | (200,795) | (1,113,275) | ‐ | (1,314,070) | |
| Exchange rate effect | 1,988 | (11,541) | ‐ | (9,553) | |
| Transfers | 33,615 | (44,095) | ‐ | (10,480) | |
| Closing balance as at 30 June 2012 | 20,700,183 | 122,543,051 | 463,419 | 143,706,653 | |
| Carrying amount as at 30 June 2012 | 81,136,461 | 56,364,831 | 14,795,613 | 152,296,905 |
The value of "Intangible assets in progress" relates mainly to IT projects and computer software development.
Additionally, this heading also includes the fair value attributed to a group of brands with indefinite useful lives, among which the "Continente" brand, 75,000,000 euro (the same amount as at 2012).
During the period ended at 30 June 2013 and 31 December 2012, movements in "Goodwill", as well as in corresponding impairment losses, were made up as follows:
| 30 June 2013 | 31 December 2012 | |
|---|---|---|
| Gross value: | ||
| Opening balance | 501,821,163 | 501,821,163 |
| Increases | ‐ | ‐ |
| Closing balance | 501,821,163 | 501,821,163 |
| Accumulated impairment losses: | ||
| Opening balance | 2,586,676 | 2,586,676 |
| Increases | ‐ | ‐ |
| Closing balance | 2,586,676 | 2,586,676 |
| Carrying amount | 499,234,487 | 499,234,487 |
| 30 June 2013 | 30 June 2012 | |
|---|---|---|
| Other investments | ||
| Opening balance as at 1 January | 862,387 | 3,059,200 |
| Increases in the period | 30 | ‐ |
| Decreases in the period | (856,438) | (1,289,316) |
| Closing balance as at 30 June | 5,979 | 1,769,884 |
| Accumulated impairment losses | ‐ | ‐ |
| 5,979 | 1,769,884 | |
| Derivative financial instruments | ||
| Fair value as at 1 January | 30,341 | 2,797,069 |
| Increase/(Decrease) in fair value | 307,301 | (1,290,162) |
| Fair value as at 30 June (Note 18) | 337,642 | 1,506,907 |
| Total of other current investments | 343,620 | 3,276,791 |
| 30 June 2013 | 31 December 2012 | |
|---|---|---|
| Loans granted to associated companies | 9,449,742 | 18,976,002 |
| Accumulated impairment losses in loans granted to associated companies (Note 22) | (1,000,000) | (1,000,000) |
| 8,449,742 | 17,976,002 | |
| Trade accounts receivable and other debtors | ||
| Cautions (a) | 5,758,017 | 5,919,711 |
| Legal deposits (b) | 917,254 | 973,963 |
| Recognition of the value to be received from Carrefour ( c) | 8,857,945 | 9,468,476 |
| Amount receivable for the sale of Modelo Cont.Seguros | 2,383,827 | 2,344,124 |
| 17,917,043 | 18,706,274 | |
| Accumulated impairment losses in other debtors (Note 22) | (2,383,827) | (2,344,124) |
| 15,533,216 | 16,362,150 | |
| Other non‐current assets | 49,111 | 91,662 |
| 24,032,069 | 34,429,814 |
"Loans granted to associated companies" mainly refer to MDS SGPS, SA 8,449,792 euro (17,971,001 euro as at 31 December 2012). These loans bear interests at usual market rates and do not have a defined maturity.
Most significant values included in "Trade accounts receivable and other debtors" refers to:
a) Amounts related with guarantees of lease contracts in group stores located in Spain, which have not matured until this date;
b) Amounts related to legal deposits made by a Brazilian subsidiary, for which are recorded the correspondent liabilities in the caption "Other non‐current liabilities" (Note 19), with no defined maturity;
c) As a result of agreements signed in 2005 by former subsidiary ‐ Sonae Distribuição Brazil, SA (sold to Wal‐ Mart in 2005) with Carrefour Comércio e Indústria Ltda, Sonae Investimentos assumed the responsibility to compensate Carrefour for the expenses that would arise from the 10 stores licensing process in the Brazilian state of São Paulo that were sold to that entity. During 2010, Carrefour triggered a bank warranty "on first demand" amounting to 25,340,145.80 Brazilian real (approximately 9.9 million euro) for alleged expenses incurred with the mentioned stores and that allegedly, arose from the need to remedy deficiencies cited by competent authorities for the licensing process. However no evidence of those expenses was presented to Sonae, or proof of necessity of carrying out such costs for the licensing process as established on the mentioned agreement.
It is the understanding of the Board of Directors and the Group attorneys that the amount paid will be recovered. The company has already started the legal proceedings against Carrefour Comércio e Indústria, Ltda. to recover the above mentioned amount. It's the Board of Directors and the Group attorneys understanding that the amount is recoverable, since Carrefour has never proved the existence of the costs that it claims and which validate the usage of the above mentioned warranty, or through the warranty expiration date (according with Brazilian law).
According to Group attorneys, the amount improperly received by Carrefour for which a reimbursement will be requested (25,340,145.80 Brazilian real), will earn interests at the SELIC rate, and it is expected that the legal process will last up to 7 years.
As at 30 June 2013 and 31 December 2012, "Trade accounts receivable and other current assets" are made up as follows:
| 30 June 2013 | 31 December 2012 | |
|---|---|---|
| Trade accounts receivable | 39,136,645 | 34,481,523 |
| Taxes recoverable | 51,750,814 | 63,826,930 |
| Granted loans to related companies | 7,323,298 | 8,423,538 |
| Other debtors | ||
| Trade suppliers ‐ debtor balances | 31,426,512 | 30,578,619 |
| Credit sales to third parties | 1,126,007 | 1,389,623 |
| Special regime forsettlement of tax and social security debts | 12,047,569 | 12,047,569 |
| VAT recoverable on real estate assets | 1,144,730 | 1,143,779 |
| Accounts receivable from the disposal of tangible fixed assets | 695,647 | 915,522 |
| Other debtors | 24,656,284 | 11,882,482 |
| 71,096,749 | 57,957,594 | |
| Other current assets | ||
| Commercial discounts | 47,404,789 | 30,490,883 |
| Interests to be received | 1,100,050 | 1,141,142 |
| Commissions to be received | 1,703,292 | 1,926,548 |
| Prepayments ‐ Rents | 6,223,942 | 6,687,441 |
| Condominiums management fee's | 1,516,029 | 1,490,358 |
| Insurance premiums paid in advance | 3,385,733 | 5,076,606 |
| Insurance indemnities | 2,434,807 | 7,423,141 |
| Software licenses | 1,758,681 | 1,460,671 |
| Other current assets | 5,813,175 | 8,468,485 |
| 71,340,498 | 64,165,275 | |
| Accumulated impairment losses (Note 22) | (16,832,539) | (17,827,303) |
| 223,815,465 | 211,027,557 |
Deferred tax assets and liabilities as at 30 June 2013 and 31 December 2012 are as follows, taking into consideration its temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 30 June 2013 | 31 December 2012 | 30 June 2013 | 31 December 2012 | |
| Difference between fair value and acquisition cost | 3,779,408 | 3,779,408 | 30,052,221 | 30,285,857 |
| Amortisation and depreciation | 125,678 | 117,928 | 72,786,460 | 71,619,715 |
| Provisions and impairment losses not accepted for tax purposes | 18,803,600 | 19,872,171 | ‐ | ‐ |
| Write‐off of tangible and intangible assets | 2,526,775 | 3,340,298 | ‐ | ‐ |
| Valuation of hedging derivatives | 125,880 | 107,198 | 130,922 | 48,946 |
| Amortisation of goodwill for tax purposes | ‐ | ‐ | 24,430,057 | 23,732,055 |
| Revaluation of tangible assets | ‐ | ‐ | 1,646,624 | 1,727,983 |
| Tax losses carried forward | 103,757,647 | 93,593,647 | ‐ | ‐ |
| Reinvested capital gains/(losses) | ‐ | ‐ | 935,250 | 1,000,609 |
| Others | 2,333,960 | 2,304,700 | 3,041,417 | 1,698,810 |
| 131,452,948 | 123,115,350 | 133,022,951 | 130,113,975 |
As at 30 June 2013 and 31 December 2012, and in accordance with tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| 30 June 2013 | 31 December 2012 | ||||||
|---|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets |
Time limit | Tax losses carried forward |
Deferred tax assets |
Time limit | ||
| With limited time use | |||||||
| Generated in 2007 | 1,223,112 | 305,778 | 2013 | 1,223,112 | 305,778 | 2013 | |
| Generated in 2008 | 1,220,020 | 305,005 | 2014 | 1,219,236 | 304,808 | 2014 | |
| Generated in 2009 | 2,739 | 685 | 2015 | 3,523 | 881 | 2015 | |
| Generated in 2010 | 99,670 | 24,918 | 2014 | 99,670 | 24,918 | 2014 | |
| Generated in 2011 | 285,757 | 71,440 | 2015 | 286,255 | 71,564 | 2015 | |
| Generated in 2012 | 87,055 | 21,764 | 2017 | 87,055 | 21,764 | 2017 | |
| Generated in 2013 | 33,786,390 | 8,446,597 | 2018 | ‐ | ‐ | ||
| 36,704,743 | 9,176,187 | 2,918,851 | 729,713 | ||||
| With a time limit different from the above mentioned |
315,271,541 | 94,581,460 | 309,546,450 | 92,863,934 | |||
| 351,976,284 | 103,757,647 | 312,465,301 | 93,593,647 |
As at 30 June 2013 and 31 December 2012, deferred tax assets resulting from tax losses were assessed and only recognized to the extent it was probable that sufficient taxable profits will be available in the future against which the deferred tax assets can be used, or when taxable temporary differences are recognized by the same entity and expected to reverse in the same period. This assessment was based on business plans of Sonae Investimentos companies, which are periodically reviewed and updated, and on identified and available tax planning opportunities.
As at 30 June 2013 tax losses carried forward, have not originated deferred tax assets for prudential reasons. These may be summarized as follows:
| 30 June 2013 | 31 December 2012 | ||||||
|---|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax credit |
Time limit | Tax losses carried forward |
Deferred tax credit |
Time limit | ||
| With limited time use | |||||||
| Generated in 2007 | 60,805 | 15,202 | 2013 | 60,805 | 15,202 | 2013 | |
| Generated in 2008 | 2,637,299 | 659,325 | 2014 | 3,135,429 | 783,858 | 2014 | |
| Generated in 2009 | 5,084,871 | 1,271,217 | 2015 | 5,302,815 | 1,325,703 | 2015 | |
| Generated in 2010 | 5,386,907 | 1,346,727 | 2014 | 5,386,907 | 1,346,727 | 2014 | |
| Generated in 2011 | 4,292,265 | 1,073,066 | 2015 | 4,292,265 | 1,073,066 | 2015 | |
| Generated in 2012 | 3,495,558 | 873,889 | 2017 | 3,557,841 | 889,460 | 2017 | |
| Generated in 2013 | 1,115,747 | 278,937 | 2018 | ‐ | ‐ | ||
| 22,073,452 | 5,518,363 | 21,736,062 | 5,434,016 | ||||
| Without limited time use | 13,913,029 | 4,730,430 | 11,625,306 | 3,952,604 | |||
| With a time limit different from the above mentioned |
29,419,947 | 8,825,984 | 21,316,027 | 6,394,808 | |||
| 65,406,428 | 19,074,777 | 54,677,395 | 15,781,428 |
As at 30 June 2013 and 31 December 2012 "Cash and cash equivalents" can be detailed as follows:
| 30 June 2013 | 31 December 2012 | ||
|---|---|---|---|
| Cash at hand | 7,059,813 | 6,964,521 | |
| Bank deposits | 100,430,131 | 115,130,218 | |
| Treasury applications | ‐ | 40,099,667 | |
| Cash and cash equivalents on the balance sheet | 107,489,944 | 162,194,406 | |
| Bank overdrafts (Note 17) | (302,296) | (13,211,964) | |
| Cash and cash equivalents on the statement of cash flows | 107,187,648 | 148,982,442 |
Bank overdrafts, are disclosed in the statement of financial position under Current bank loans.
As at 30 June 2013, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares which do not hold right to any fixed income, with a nominal value of 1 Euro each.
As at 30 June 2013, the subscribed share capital was held as follows:
| Entity | % |
|---|---|
| Sonae, SGPS, S.A. | 76.856% |
| Sonae Investments, BV | 13.142% |
| Sonae Specialized Retail, SGPS, S.A. | 10.000% |
| Libra Serviços, S.A. | 0.002% |
As at 30 June 2013, Efanor Investimentos S.G.P.S., S.A. and its subsidiaries held 52.48% of the share capital of Sonae, SGPS, S.A.
Movements in "Non‐controlling interests" during the periods ended as at 30 June 2013 and 31 December 2012 are as follows:
| 30 June 2013 | 31 December 2012 | |
|---|---|---|
| Opening balance as at 1 January | 85,691,823 | 75,700,031 |
| Dividends | (190,744) | (157,074) |
| Income distribution | ‐ | (6,015,675) |
| Increase of capital and premium on subsidiaries | ‐ | 1,166,629 |
| Optional entries of capital | ‐ | 15,000,000 |
| Others | 501,746 | 22,482 |
| Profit for the period attributable to non‐controlling interests | 354,714 | (24,570) |
| Closing balance | 86,357,539 | 85,691,823 |
| 30 June 2013 | 31 December 2012 | ||||
|---|---|---|---|---|---|
| Outstanding amount | Outstanding amount | ||||
| Current | Non Current | Current | Non Current | ||
| Bank loans | |||||
| Sonae Investimentos, SGPS, S.A. ‐ commercial paper | 12,500,000 | 224,500,000 | 28,500,000 | 147,500,000 | |
| Subsidiary of Sonae Investimentos | 20,000,000 | 55,000,000 | 10,000,000 | 65,000,000 | |
| Others | 3,666,743 | 4,666,973 | 3,500,038 | 6,500,345 | |
| 36,166,743 | 284,166,973 | 42,000,038 | 219,000,345 | ||
| Bank overdrafts (Note 14) | 302,296 | ‐ | 13,211,964 | ‐ | |
| Up‐front fees beard with the issuance of borrowings | (64,638) | (399,662) | (36,153) | (541,996) | |
| Bank loans | 36,404,401 | 283,767,311 | 55,175,849 | 218,458,349 | |
| Bonds | |||||
| Bonds Sonae Distribuição / 2007 / 2015 | ‐ | 200,000,000 | ‐ | 200,000,000 | |
| Bonds Sonae Distribuição / 2007 / 2015 | 155,000,000 | 155,000,000 | 155,000,000 | 155,000,000 | |
| Bonds Sonae Distribuição 2009 / 2014 | 18,000,000 | ‐ | 16,000,000 | 10,000,000 | |
| Bonds Sonae Investimentos 2012 / 2017 | ‐ | 170,000,000 | ‐ | 170,000,000 | |
| Bonds Sonae Investimentos 2013 / 2018 | ‐ | 50,000,000 | ‐ | ‐ | |
| Up‐front fees beard with the issuance of borrowings | (39,950) | (2,152,099) | (99,218) | (2,261,608) | |
| Bonds | 172,960,050 | 572,847,901 | 170,900,782 | 532,738,392 | |
| Other loans | 24,352 | 90,166 | 33,466 | 90,166 | |
| Derivative instruments (Note 18) | 415,941 | ‐ | 953,531 | ‐ | |
| Other loans | 440,293 | 90,166 | 986,997 | 90,166 | |
| Obligations under finance leases | 3,519,606 | 8,337,620 | 3,383,796 | 9,942,240 | |
| 213,324,350 | 865,042,998 | 230,447,424 | 761,229,147 |
At 30 June 2013, Sonae Investimentos has agreed lines of credit and commercial paper amounting to 858 million euro, of which 230 million euro with firm commitments with maturity not exceeding one year and 548 million euro with firm commitments with maturity over 1 year.
Under the above mentioned lines of credit and commercial paper programs with firm commitments, the Group has 541 million euro credit facilities available to meet its liquidity requirements.
The average interest rate at 30 June 2013 of bonds and loans was 2.36% (2.50% on 31 December 2012).
The derivative instruments are recorded at fair value (Note 18).
The repayment schedule of the nominal value of borrowings (including bank loans and obligations under finance leases) is summarized as follows:
| 30 June 2013 | 31 December 2012 | |
|---|---|---|
| N+1 | 213,012,997 | 229,629,264 |
| N+2 | 88,572,971 | 58,633,624 |
| N+3 | 440,342,493 | 417,084,216 |
| N+4 | 286,493,757 | 190,541,370 |
| N+5 | 51,029,513 | 96,149,353 |
| After N+5 | 1,156,025 | 1,624,188 |
| 1,080,607,756 | 993,662,015 |
The maturities above were estimated in accordance with the contractual terms of loans and contracts.
In what concerns financial risk management policy, Sonae Investimentos uses exchange rate derivatives, essentially to hedge future cash flows.
As at 30 June 2013, the fair value of the exchange rate derivatives, calculated taking into consideration the present market value of equivalent financial instruments, is estimated as follows:
| 30 June 2013 | 31 December 2012 | ||
|---|---|---|---|
| Assets (Note 10) | 337,642 | 30,341 | |
| Liabilities (Note 17) | (415,941) | (953,531) | |
| (78,299) | (923,190) |
Gains or losses for the period arising from changes in the fair value of derivatives amounting to (78,299) euro ((923,190) euro at 31 December 2012) were recorded under the caption "Hedging Reserve" of Comprehensive Income, when considered hedging instruments and in income statement under the caption "Other expenses" when considered as fair value hedging.
As at 30 June 2013, the Group had no financial instrument derivative on the interest rate.
As at 30 June 2013 and 31 December 2012, the caption "Other non‐current liabilities" was made up as follows:
| 30 June 2013 | 31 December 2012 | |
|---|---|---|
| Shareholders loans | 405,055,385 | 404,631,259 |
| Tangible fixed assets suppliers | 1,100,000 | 1,137,500 |
| Other non‐current liabilities | 2,525,462 | 2,576,894 |
| Share based payments (Note 20) | 2,256,169 | 2,655,169 |
| Deferred revenue on the sale of the extended warranties | 20,980,282 | 14,550,263 |
| Accruals and deferrals | 3,057,419 | 3,958,567 |
| Other non‐current liabilities | 434,974,717 | 429,509,652 |
The caption "Shareholders loans" includes:
‐A subordinate bond loan, with a fixed interest rate, repayable after 10 years issued by Sonae Investimentos, SGPS, SA fully subscribed. This loan was fully subscribed and paid for by Sonae SGPS, SA on 28 December 2010, amounting to 400 million euro corresponding to 8,000 bonds with a nominal value of 50,000 euro each. The fair value of this loan on 30 June 2013 is 41,137 euro (42,606 euro as at 31 December 2012) per obligation having been determined based on discounted cash flows method;
-The amount payable to participating companies refers to a shareholders' loan granted by a minority shareholder to a subsidiary that bears interest at usual market rate. The fair value of this loan is similar to its book value, with no defined maturity.
As at 30 June 2013, the caption "Other non‐current liabilities" includes 746,213 euro (797,645 euro as at 31 December 2012) mainly refers to the estimated amounts to fulfil the legal and tax obligations of a Brazilian subsidiary which were considered appropriate to face up to future losses on lawsuits and for which legal deposits exist, which are recorded under the caption "Other non‐current assets" (Note 11), with no defined maturity.
In 2013 and in previous years, Sonae Investimentos Group granted deferred performance bonuses to its directors and eligible employees. These are based on shares to be acquired at nil cost or with discount, three years after they were attributed to the employee. The purchase can be exercised during the period between the third anniversary of the grant date and the end of that year. The company has the choice to settle its responsibilities in cash instead of shares. The option can only be exercised if the employee still works for Sonae Group on the vesting date.
Liabilities arising from deferred performance bonuses as at 30 June 2013 and 31 December 2012 are made up as follows:
| Grant | Vesting | Number of | Number of shares | Fair Value | |||
|---|---|---|---|---|---|---|---|
| year | year | participants | 30 June 2013 | 31 December 2012 | 30 June 2013 | 31 December 2012 | |
| Shares | |||||||
| 2010 | 2013 | 4* | 618,396 | 729,799 | ‐ | 501,372 | |
| 2011 | 2014 | 52 | 2,837,150 | 3,131,398 | 2,302,146 | 2,151,270 | |
| 2012 | 2015 | 59 | 4,754,979 | 5,079,345 | 3,734,280 | 3,489,510 | |
| 2013 | 2016 | 61 | 2,637,060 | ‐ | 1,923,819 | ‐ | |
| Total | 10,847,585 | 8,940,542 | 7,960,245 | 6,142,152 |
* In December 2012, some Group companies paid this plan in advanced;
As at 30 June 2013 and 31 December 2012 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 has not yet vested:
| 30 June 2013 | 31 December 2012 | |
|---|---|---|
| Staff costs | 1,612,821 | 3,417,392 |
| Recorded in previous years | 2,631,952 | (260,851) |
| 4,244,773 | 3,156,541 | |
| Other non‐current liabilities (Note 19) | 2,256,169 | 2,655,169 |
| Other current liabilities (Note 21) | 1,988,604 | 501,372 |
| 4,244,773 | 3,156,541 |
The share based payment plan costs are recognized during the years between the grant and vesting date as staff costs.
As at 30 June 2013 and 31 December 2012 the caption "Trade creditors and other current liabilities" can be detailed as follows:
| 30 June 2013 | 31 December 2012 | |
|---|---|---|
| Trade creditors | 883,906,537 | 1,090,451,413 |
| Taxes payable | 39,526,073 | 47,866,681 |
| Other creditors | ||
| Tangible asset suppliers | 21,603,124 | 49,507,973 |
| Related undertakings | 40,000,000 | 377,748 |
| Other debts | 47,790,009 | 42,591,281 |
| 109,393,133 | 92,477,002 | |
| Other current liabilities | ||
| Holiday pay and bonuses | 90,877,225 | 88,329,450 |
| Interest payable | 22,590,380 | 4,934,351 |
| Marketing expenses | 9,680,298 | 13,825,089 |
| Other external supplies and services | 41,710,469 | 40,786,512 |
| Accrued income ‐ rents | 2,848,892 | 2,643,727 |
| Real Estate Municipality tax | 4,018,654 | 3,276,643 |
| Share based payments (Note 20) | 1,988,604 | 501,372 |
| Others | 7,806,191 | 9,096,268 |
| 181,520,714 | 163,393,412 | |
| 1,214,346,457 | 1,394,188,508 |
The caption "Other debts" includes:
‐ 22,954,365 euro (22,632,350 euro as at 31 December 2012), of attributed discounts not yet redeemed related to loyalty card "Cartão Cliente";
‐ 11,997,850 euro (8,844,988 euro as at 31 December 2012) related to means of payments owned by clients as vouchers, gift cards and discount tickets owned by clients; and
‐ 4,869,974 euro (5,208,150 euro as at 31 December 2012) related to amounts payable to Sonae Distribuição Brasil, SA buyer as a result of responsibilities assumed with that entity.
Movements in "Provisions and impairment losses", for the six months period ended as at 30 June 2013 and 2012, were as follows:
| Caption | Balance as at 1 January 2013 |
Increase | Decrease | Balance as at 30 June 2013 |
|---|---|---|---|---|
| Accumulated impairment losses on investments (Note 5) |
1,101,337 | ‐ | ‐ | 1,101,337 |
| Accumulated impairment losses on intangible assets | 1,496,933 | ‐ | ‐ | 1,496,933 |
| Accumulated impairment losses on other non current assets (Note 11) |
3,344,124 | 39,703 | ‐ | 3,383,827 |
| Accumulated impairment losses on trade accounts receivable and other debtors (Note 12) |
17,827,303 | 3,222,943 | (4,217,707) | 16,832,539 |
| Accumulated impairment losses on inventories | 43,160,752 | 3,671,920 | (7,728,767) | 39,103,905 |
| Non current provisions | 46,471,233 | 38,560 | (22,671,195) | 23,838,598 |
| Current provisions | 2,228,330 | 3,900,000 | (700,000) | 5,428,330 |
| 115,630,012 | 10,873,126 | (35,317,669) | 91,185,469 | |
| Caption | Balance as at 1 January 2012 |
Increase | Decrease | Balance as at 30 June 2012 |
| Accumulated impairment losses on intangible assets | 1,496,933 | 463,419 | ‐ | 1,960,352 |
| Accumulated impairment losses on other non current assets |
1,450,000 | ‐ | ‐ | 1,450,000 |
| Accumulated impairment losses on trade accounts receivable and other debtors |
24,335,766 | 3,514,918 | (7,622,480) | 20,228,204 |
| Accumulated impairment losses on inventories | 33,972,326 | 7,273,726 | (3,354,552) | 37,891,500 |
| Non current provisions | 35,325,262 | 27,039 | (2,132,113) | 33,220,188 |
| Current provisions | 2,249,330 | ‐ | (21,000) | 2,228,330 |
| 98,829,617 | 11,279,102 | (13,130,145) | 96,978,574 |
The caption non‐current provisions includes 3,923,610 euro (24,423,571 euro as at 31 December 2012) relating to non‐current contingencies assumed by the company, when selling its subsidiary Sonae Distribuição Brasil, S.A. in 2005. This provision is being used as costs are incurred and its recorded taking into account the best estimate of costs to be incurred which results from a significant number of civil and labour lawsuits of reduced amount.
The caption non‐current provisions and the movement in the period in this caption, also includes the estimated liabilities incurred by the Group on the sale of warranty extension programs on products traded by the Specialised Retail operating segment in the amount of 17,183,946 euro (19,316,820 euro as at 31 December 2012). These extensions are granted for a period of one to three years after the end of legal mandatory warranty provided by the producers.
As at 30 June 2013 and 31 December 2012, the major "Contingent liabilities" were guarantees given, which can be detailed as follows:
| 30 June 2013 | 31 December 2012 | |
|---|---|---|
| Guarantees given: | ||
| on tax claims | 455,232,018 | 300,501,734 |
| on municipal claims | 5,830,745 | 6,095,992 |
| others | 21,580,989 | 26,207,255 |
| Secureties provided to subsidiaries (a) | 207,579,980 | 172,973,984 |
a) Guarantees given to Tax Authorities in favor of subsidiaries to defer tax claims.
The amount of guarantees related to tax claims include 329.6 million euro (296.7 million euro as at 31 December 2012) related to appeals against additional corporate income tax assessments, as well as guarantees amounting to 322.9 million euro related to VAT proceedings (166.4 million euro as at 31 December 2012).
Food and specialised based retail subsidiaries of the Company, granted guarantees in favour of the Portuguese Tax Administration, associated with tax claims for VAT, amounting to 350.4 million euro (193.9 million euro as at 31 December 2012) related to the period from 2004 to 2009, for which the Company has presented, or has the intention of presenting, a tax appeal. Portuguese tax authorities claim that the Company should have invoiced VAT related to promotional discounts invoiced to suppliers which depend on the purchases made by the Group during the year, as it considers that the discounts correspond to services rendered by the company. Tax authorities also claim that the company should not have deducted VAT from discount vouchers used by its non‐corporate clients.
In concern to the Guarantees granted the most relevant tax claims refer to: i) 60 million euro as a result of a tax appeal presented by Sonae concerning an additional tax assessment by Tax authorities, relating to 31 December 2005, following the correction of taxable income for that period as Tax authorities did not accept the recognition of tax losses incurred after the liquidation of a subsidiary of Sonae Investimentos, since it considered that the cover of losses in that subsidiary should not be part of the cost of acquisition of that investment, which is not in accordance with previous assessments of Tax Authorities; and ii) the amount of 50 million euro, following a tax appeal presented by the Company concerning additional tax assessments made by Tax authorities, relating to 31 December 2002, which refer to the non‐acceptance by Tax authorities of tax losses related to the sale and liquidation of a subsidiary of the Group.
The caption "Guarantees given on tax claims" also includes a granted guarantee on a tax claim of a subsidiary in Brazil of approximately 22.7 million euro (65.6 million Brazilian real), which is being judged by tax court, and the difference refers to accruals, (65.6 million Brazilian real as at 31 December 2012).
In addition to the Guarantees disclosed above as a consequence of the sale of a subsidiary company in Brazil, Sonae guaranteed the buyer all the losses incurred by that company arising on unfavourable decisions not open for appeal, concerning tax lawsuits on transactions that took place before the sale date (13 December 2005) and that exceed 40 million euro. As at 30 June 2013, the amount claimed by the Brazilian Tax Authorities concerning the tax lawsuits still in progress, which the company's lawyers assess as having a high probability of loss plus the amounts already paid (26 million euro) related to programmes for the Brazilian State of tax recovery amount to near 39.3 million euro (39.3 million euro as at 31 December 2012). Furthermore, there are other tax lawsuits totalling 61.3 million euro (61.3 million euro as at 31 December 2012) for which the Board of Directors, based on the lawyers' assessment, understands will not imply future losses to the old subsidiary.
No provision has been recognized to face up to risks arising from events related to guarantees given, as the Board of Directors considers that no liabilities will result to Sonae Investimentos.
Balances and transactions with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | |||
|---|---|---|---|---|
| Transactions | 30 June 2013 | 30 June 2012 | 30 June 2013 | 30 June 2012 |
| Parent company | 574,384 | 549,506 | 1,427,507 | 803,625 |
| Jointly controlled companies | 806,337 | 648,852 | 2,248,714 | 1,774,967 |
| Associated companies | 15,115,167 | 16,899,932 | 69,774 | 3,365,599 |
| Other related parties (1) | 29,024,389 | 27,218,617 | 29,605,904 | 29,874,151 |
| 45,520,277 | 45,316,907 | 33,351,899 | 35,818,342 | |
| Interest income | Interest expenses | |||
| Transactions | 30 June 2013 | 30 June 2012 | 30 June 2013 | 30 June 2012 |
| Parent company | ‐ | ‐ | 15,705,256 | 16,251,445 |
| Jointly controlled companies | 205,728 | 165,724 | ‐ | ‐ |
| Associated companies | 272,292 | 571,212 | ‐ | ‐ |
| Other related parties (1) | 167 | ‐ | 2,198,524 | 460,985 |
| 478,187 | 736,936 | 17,903,780 | 16,712,430 | |
| Accounts receivable | Accounts payable | |||
| Balances | 30 June 2013 | 31 December 2012 | 30 June 2013 | 31 December 2012 |
| Parent company | 425,701 | 404,416 | 51,986,747 | 2,306,676 |
| Jointly controlled companies | 386,052 | 315,594 | 522,290 | 405,529 |
| Associated companies | 6,538,513 | 6,039,723 | 303,348 | 412,093 |
| Other related parties (1) | 16,853,644 | 18,464,066 | 20,610,100 | 22,117,155 |
| 24,203,910 | 25,223,799 | 73,422,485 | 25,241,453 | |
| Loans | ||||
| Obtained | Granted | |||
| Balances | 30 June 2013 | 31 December 2012 | 30 June 2013 | 31 December 2012 |
| Parent company (Note 19) | 347,400,000 | 347,400,000 | ‐ | ‐ |
| Jointly controlled companies | ‐ | ‐ | 7,099,636 | 7,939,822 |
| Associated companies | ‐ | ‐ | 8,665,429 | 19,451,742 |
| Other related parties (1) | 57,216,289 | 57,216,289 | ‐ | ‐ |
| 404,616,289 | 404,616,289 | 15,765,065 | 27,391,564 |
(1) Other related parties are considered to be related party affiliates or companies under joint control of Efanor SGPS, SA that are not included in Sonae Investimentos, including companies belonging to the Sonae Group, Sonae Indústria and Sonae Capital and minority shareholders of subsidiaries and affiliates of the Group.
The amounts recorded as loans granted from other relating parties represent borrowings from shareholders of subsidiary companies which bear interests at market rates.
Granted loans to associated companies, refer to values of loans granted to associate MDS, SGPS, SA 8,449,742 euro (18,451,742 euro as at 31 December 2012).
Income tax for the six months period ended on 30 June 2013 and 2012 is detailed as follows:
| 30 June 2013 | 30 June 2012 | |
|---|---|---|
| Current tax | 7,407,087 | 9,177,484 |
| Deferred tax | (5,488,024) | (7,041,806) |
| 1,919,063 | 2,135,678 |
Earnings per share for the six months period ended on 30 June 2013 and 2012 were calculated taking into consideration the following amounts:
| 30 June 2013 | 30 June 2012 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings pershare (consolidated profit for the period) |
12,515,648 | (3,772,560) |
| Net profit taken into consideration to calculate diluted earnings pershare |
12,515,648 | (3,772,560) |
| Number of shares | ||
| Weighted average number of shares used to calculated basic earnings pershare |
900,000,000 | 900,000,000 |
| Weighted average number of shares used to calculated diluted earnings pershare |
900,000,000 | 900,000,000 |
| Earnings pershare (basic and diluted) | 0.013906 | (0.004192) |
On 30 June 2013 and 2012 there is no dilutive effect on the number of shares outstanding.
The contribution of the main segments for the six months period ended on 30 June 2013 and 2012 can be detailed as follows:
| Sonae MC | Sonae SR | Sonae RP | Eliminations and others |
Total | |
|---|---|---|---|---|---|
| 30 June 2013 | |||||
| Turnover | 1,584,188,898 | 517,512,988 | 61,645,792 | (37,180,922) | 2,126,166,756 |
| Amortisation, provisions and impairment losses |
42,222,043 | 36,478,166 | 15,266,021 | 2,290,659 | 96,256,889 |
| EBIT direct | 65,167,504 | (55,840,013) | 40,137,714 | 3,225,200 | 52,690,406 |
| Invested capital | 439,378,910 | 321,091,200 | 1,332,478,365 | 109,069,496 | 2,202,017,972 |
| Sales area [000 m2 ] |
560 | 407 | ‐ | 61 | 1,028 |
| Sonae MC | Sonae SR | Sonae RP | Eliminations and others |
Total | |
|---|---|---|---|---|---|
| 30 June 2012 | |||||
| Turnover | 1,535,289,977 | 559,654,794 | 59,509,799 | (41,864,134) | 2,112,590,436 |
| Amortisation, provisions and impairment losses |
43,774,377 | 32,354,903 | 15,162,678 | 1,813,709 | 93,105,667 |
| EBIT direct | 54,086,450 | (60,976,423) | 39,059,836 | 6,186,505 | 38,356,368 |
| Invested capital | 449,169,264 | 419,706,691 | 1,351,835,091 | 125,174,791 | 2,345,885,837 |
| Sales area [000 m2 ] |
550 | 414 | ‐ | 60 | 1,024 |
Includes the contribution of Group's activity related with the insignias of food based retail (Continente, Bom Bocado, Wells and Book.it).
Includes the contribution of Group´s activity related with the insignia of non‐food retail (Worten, Worten Mobile, Worten Gamer, Sportzone, Loop, Modalfa and Zippy).
Includes real estate assets owned and managed by Sonae Investimentos, namely commercial galleries associated to units Continente and Continente Modelo.
Include consolidation adjustments and eliminations of intra‐group balances and contribution from other companies not included in the previous segments. These values also include the elimination of rents invoiced by the Real Estate Segment to other Segments, presented in the turnover caption.
Turnover + Other income – Operational costs + Gains / losses on sales of businesses – Amortisations, provisions and impairment losses.
EBT + financial result + others results
Gross real estate assets + other fixed assets (including Goodwill) ‐ Amortisations and impairment losses + Financial investments + Working capital.
The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 19 August 2013.
The Board of Directors,
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
(Translation of individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
| ASSETS | Notes | 30.June.2013 | 30.June.2012 | 31.December.2012 |
|---|---|---|---|---|
| NON‐CURRENT ASSETS: | ||||
| Tangible assets | 41 | 73 | 60 | |
| Intangible assets | 567 | 2,440 | 1,225 | |
| Investments in affiliated companies | 4 | 2,654,028,614 | 2,650,329,951 | 2,653,628,614 |
| Deferred tax assets | 5 | 8,464,150 | 6,797,434 | 28,070 |
| Other non‐current assets | 6 | 1,108,807,115 | 1,436,870,447 | 1,092,008,435 |
| Total non‐current assets | 3,771,300,487 | 4,094,000,345 | 3,745,666,404 | |
| CURRENT ASSETS: | ||||
| Trade accounts receivable and other current assets | 7 | 335,292,343 | 231,763,396 | 214,627,839 |
| Cash and cash equivalents | 8 | 8,077,039 | 22,891,891 | 94,502,364 |
| Total current assets | 343,369,382 | 254,655,287 | 309,130,203 | |
| TOTAL ASSETS | 4,114,669,869 | 4,348,655,632 | 4,054,796,607 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 9 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
| Reserves and retained earnings | 1,295,076,026 | 1,329,382,832 | 1,329,382,832 | |
| Profit for the period | 12,782,379 | 13,534,782 | 5,693,194 | |
| TOTAL EQUITY | 2,307,858,405 | 2,342,917,614 | 2,335,076,026 | |
| LIABILITIES: | ||||
| NON‐CURRENT LIABILITIES: | ||||
| Loans | 10 | 800,673,247 | 973,902,608 | 685,223,377 |
| Deferred tax liabilities | ‐ | 784 | 237 | |
| Other non‐current liabilities | 11 | 400,000,000 | 400,000,000 | 400,000,000 |
| Total non‐current liabilities | 1,200,673,247 | 1,373,903,392 | 1,085,223,614 | |
| CURRENT LIABILITIES: | ||||
| Loans | 10 | 188,785,859 | 169,266,760 | 202,728,175 |
| Trade accounts payable and other current liabilities | 12 | 417,352,358 | 462,567,866 | 431,768,792 |
| Total current liabilities | 606,138,217 | 631,834,626 | 634,496,967 | |
| TOTAL EQUITY AND LIABILITIES | 4,114,669,869 | 4,348,655,632 | 4,054,796,607 |
The accompanying notes are part of these condensed individual financial statements.
(Translation of individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
| Notes | nd Quarter 2013 2 |
2nd Quarter 2012 | 30.June.2013 | 30.June.2012 | |
|---|---|---|---|---|---|
| Services rendered | 449,333 | 462,422 | 899,333 | 926,152 | |
| Gains or losses on investments | 15 | 190,743 | ‐ | 20,111,854 | 24,646,376 |
| Financial income | 16 | 24,724,692 | 12,776,125 | 30,721,948 | 26,338,953 |
| Other income | 213,989 | 71,642 | 381,793 | 140,734 | |
| External supplies and services | (1,055,909) | (752,844) | (2,074,343) | (1,260,323) | |
| Staff costs | (6,814) | 1,611 | (18,053) | (6,202) | |
| Depreciation and amortisation | (62) | (615) | (669) | (1,229) | |
| Provisions and impairment losses | (19,851) | ‐ | (39,703) | ‐ | |
| Financial expense | 16 | (21,150,771) | (20,469,505) | (39,261,813) | (40,570,512) |
| Other expenses | (11,790) | (4,596) | (234,012) | (306,505) | |
| Profit/(Loss) before taxation | 3,333,560 | (7,915,760) | 10,486,335 | 9,907,444 | |
| Taxation | (775,540) | 1,926,876 | 2,296,044 | 3,627,338 | |
| Profit/(Loss) after taxation | 2,558,020 | (5,988,884) | 12,782,379 | 13,534,782 | |
| Profit/(Loss) pershare | 17 | 0.0028 | (0.0067) | 0.0142 | 0.0150 |
The accompanying notes are part of these condensed individual financial statements.
CONDENSED INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 JUNE 2013 AND 2012
(Translation of the individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
| ndQuarter 2013 2 |
2ndQuarter 2012 | 30.June.2013 | 30.June.2012 | |
|---|---|---|---|---|
| Net Profit / (Loss) for the period | 2,558,020 | (5,988,884) | 12,782,379 | 13,534,782 |
| Total comprehensive income for the period | 2,558,020 | (5,988,884) | 12,782,379 | 13,534,782 |
The accompanying notes are part of these condensed individual financial statements.
(Translation of the individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
| Re nd ine d e ing eta ser ve a s r arn s |
||||||
|---|---|---|---|---|---|---|
| Sha ita l re c ap |
Leg al r ese rve |
he Ot re r ser ve s and ine d eta r rni ea ngs |
al Tot re ser ve s and ine d eta r rni ea ngs |
it/ Ne rof ( Los s) P t |
tal To |
|
| Bal t 1 J 201 2 anc a e s a an uar y |
1, 000 000 000 , , |
139 614 881 , , |
1,1 94, 909 392 , |
1, 334 ,5 24, 273 |
14, 858 ,55 9 |
2, 349 382 832 , , |
| al reh for the d Tot siv e i rio co mp en nco me pe |
‐ | ‐ | ‐ | ‐ | 13, 534 ,7 82 |
13, 534 ,7 82 |
| of fit of Ap iat ion 201 1: pro pr pro nsf l l re nd oth Tra to er ega ser ve s a er res erv es Div ide nd d istr ibu ted s |
‐ ‐ |
742 928 , ‐ |
‐ ( ) 5, 884 369 , |
742 928 , ( ) 5, 884 369 , |
( ) 742 928 , ( ) 14, 115 631 , |
‐ ( ) 20, 000 000 , |
| Bal t 3 J 0 e 2 012 anc a e s a un |
1, 000 000 000 , , |
140 357 809 , , |
1,1 89, 025 023 , |
1, 329 382 832 , , |
13, 534 ,7 82 |
2, 342 917 614 , , |
| Bal t 1 J 201 3 anc a e s a an uar y |
1, 000 000 000 , , |
140 357 809 , , |
1,1 89, 025 023 , |
1, 329 382 832 , , |
5, 693 ,1 94 |
2, 335 076 026 , , |
| al reh for the d Tot siv e i rio co mp en nco me pe |
‐ | ‐ | ‐ | ‐ | 12, 782 379 , |
12, 782 379 , |
| of fit of Ap iat ion 201 2: pro pr pro nsf l l re nd oth Tra to er ega ser ve s a er res erv es Div ide nd d istr ibu ted s |
‐ ‐ |
284 660 , ‐ |
‐ ( 66) 34, 591 ,4 |
284 660 , ( 66) 34, 591 ,4 |
( ) 284 660 , ( ) 5,4 08, 534 |
‐ ( ) 40, 000 000 , |
| Bal t 3 J 0 e 2 013 anc a e s a un |
1, 000 000 000 , , |
140 642 ,4 69 , |
1,1 54, 433 ,55 7 |
1, 295 076 026 , , |
12, 782 379 , |
2, 307 858 ,4 05 , |
Theaccompanying notes are part of these condensed individual financial statements.
(Translation of the individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails )
| Notes | nd Quarter 2013 2 |
2ndQuarter 2012 | 30.June.2013 | 30.June.2012 | |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES | |||||
| Net cash flow from operating activities (1) | (509,328) | (2,453,335) | (585,309) | (3,152,855) | |
| INVESTMENT ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Tangible assets | ‐ | ‐ | 21 | ‐ | |
| Interest and similar income | 344,731 | 896,144 | 18,279,152 | 30,850,468 | |
| Dividends | 20,111,854 | 21,896,376 | 20,111,854 | 24,646,376 | |
| Loans granted | 313,378,532 | 293,707,268 | 616,646,516 | 509,022,760 | |
| 333,835,117 | 316,499,788 | 655,037,543 | 564,519,604 | ||
| Cash payments arising from: | |||||
| Investments | (400,000) | (210,000) | (400,000) | (210,000) | |
| Tangible assets | ‐ | ‐ | ‐ | (492) | |
| Loans granted | (315,252,401) | (174,742,190) | (733,626,792) | (377,704,347) | |
| (315,652,401) | (174,952,190) | (734,026,792) | (377,914,839) | ||
| Net cash used in investment activities (2) | 18,182,716 | 141,547,598 | (78,989,249) | 186,604,765 | |
| FINANCING ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 1,329,437,450 | 1,838,599,000 | 2,764,250,427 | 3,385,799,150 | |
| 1,329,437,450 | 1,838,599,000 | 2,764,250,427 | 3,385,799,150 | ||
| Cash payments arising from: | |||||
| Loans obtained | (1,392,403,353) | (1,951,636,001) | (2,756,987,429) | (3,659,025,372) | |
| Interest and similar charges | (8,215,407) | (5,438,821) | (14,112,181) | (19,502,385) | |
| (1,400,618,760) | (1,957,074,822) | (2,771,099,610) | (3,678,527,757) | ||
| Net cash used in financing activities (3) | (71,181,310) | (118,475,822) | (6,849,183) | (292,728,607) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | (53,507,922) | 20,618,441 | (86,423,741) | (109,276,697) | |
| Cash and cash equivalents at the beginning of the period | 8 | 61,584,818 | 2,263,175 | 94,500,637 | 132,158,313 |
| Cash and cash equivalents at the end of the period | 8 | 8,076,896 | 22,881,616 | 8,076,896 | 22,881,616 |
The accompanying notes are part of these condensed individual financial statements.
(Translation of individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
SONAE INVESTIMENTOS, SGPS, SA, "the Company" or "Sonae Investimentos" it's a Portuguese Corporation, with head‐office in Rua João Mendonça nº 529, 4464‐501 Senhora da Hora, Matosinhos, Portugal.
The Company's main activity is the management of shareholdings (Note 4).
These individual financial statements were not subject to a limited revision carried out by the company's statutory external auditor.
Interim Financial Statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accounting policies adopted are consistent with those described in the file of the annual financial statements for the year ended 31 December 2012.
As at 30 June 2013 and 31 December 2012, the investments caption is made up as follows:
| Company % held Final balance % held Final balance Azulino ‐ Imobiliária, SA 100.00% 498,025 100.00% 498,025 Bertimóvel ‐ Sociedade Imobiliária, SA 100.00% 1,565,000 100.00% 1,565,000 Canasta ‐ Empreendimentos Imobiliários, SA 100.00% 112,000 100.00% 112,000 Chão Verde ‐ Sociedade de Gestão Imobiliária, SA 100.00% 1,300,000 100.00% 1,300,000 Citorres ‐ Sociedade Imobiliária, SA 100.00% 477,848 100.00% 477,848 Contimobe ‐ Imobiliária do Castelo de Paiva, SA 100.00% 201,500,000 100.00% 201,500,000 Cumulativa ‐ Sociedade Imobiliária, SA 100.00% 1,445,000 100.00% 1,445,000 Fozimo ‐ Sociedade Imobiliária, SA 100.00% 24,940 100.00% 24,940 Fozmassimo ‐ Sociedade Imobiliária, SA 100.00% 5,300,000 100.00% 5,300,000 Fundo de Investimento Imobiliário Fechado Imosede 54.55% 64,415,021 54.55% 64,415,021 Fundo de Investimento Imobiliário Imosonae Dois 74.94% 108,755,437 74.94% 108,755,437 Igimo ‐ Sociedade Imobiliária, SA 100.00% 220,000 100.00% 220,000 Iginha ‐ Sociedade Imobiliária, SA 100.00% 1,359,000 100.00% 1,359,000 Imoconti ‐ Sociedade Imobiliária, SA 100.00% 380,000 100.00% 380,000 Imoestrutura ‐ Sociedade Imobiliária,SA 100.00% 24,940 100.00% 24,940 Imomuro ‐ Sociedade Imobiliária, SA 100.00% 660,000 100.00% 660,000 Imoresultado ‐ Sociedade Imobiliária, SA 100.00% 109,736 100.00% 109,736 Imosistema ‐ Sociedade Imobiliária, SA 100.00% 280,000 100.00% 280,000 MDS, SGPS, SA 46.92% 51,000,000 46.92% 51,000,000 MJLF ‐ Empreendimentos Imobiliários, SA 100.00% 190,000 100.00% 190,000 Modelo ‐ Distribuição de Materiais de Construção, SA 50.00% 24,790,614 50.00% 24,790,614 Modelo Hiper Imobiliária, SA 100.00% 10,655,164 100.00% 10,655,164 Modelo.Com ‐ Vendas por Correspondência, SA 100.00% 12,637,016 100.00% 12,637,016 Mundo Vip ‐ Operadores Turísticos, SA 33.34% ‐ 33.34% ‐ Predicomercial ‐ Promoção Imobiliária, SA 100.00% 6,372,293 100.00% 6,372,293 Raso, SGPS, SA 50.00% 15,474,000 50.00% 15,474,000 Selifa ‐ Sociedade de Empreendimentos Imobililiários, SA 100.00% 565,000 100.00% 565,000 Sempre à Mão ‐ Sociedade Imobiliária, SA 100.00% 2,130,558 100.00% 2,130,558 Sesagest ‐ Projectos e Gestão Imobiliária, SA 100.00% 36,677,088 100.00% 36,677,088 Socijofra ‐ Sociedade Imobiliária, SA 100.00% 550,000 100.00% 550,000 Sociloures ‐ Sociedade Imobiliária, SA 100.00% 10,000,000 100.00% 10,000,000 Soflorin, BV 100.00% 257,309,037 100.00% 257,309,037 Sonae ‐ Specialized Retail, SGPS, SA 100.00% 1,050,000,000 100.00% 1,050,000,000 Sonae Capital Brasil, SA 37.00% 7,308,307 37.00% 7,308,307 Sonae Center Serviços II, SA 100.00% 58,032,319 100.00% 58,032,319 Sonae MC ‐ Modelo Continente, SGPS, SA 41.96% 600,000,000 41.96% 600,000,000 Sonaegest ‐ Soc. Gest. de Fundos de Investimentos, SA 40.00% 384,351 40.00% 384,351 Sonaerp ‐ Retail Properties, SA 100.00% 114,495,350 100.00% 114,495,350 Sondis Imobiliária, SA 100.00% 474,940 100.00% 474,940 Sonvecap, BV 100.00% 3,000,000 100.00% 3,000,000 Tlantic Portugal ‐ Sistemas de Informação, SA 100.00% 1,468,316 100.00% 1,068,316 Valor N, SA 100.00% 2,087,315 100.00% 2,087,315 Total 2,654,028,614 2,653,628,614 |
30.June.2013 | 31.December.2012 | |
|---|---|---|---|
Deferred tax assets as at 30 June 2013 and 31 December 2012 are as follows, split between the different types of temporary differences:
| Assets | |||||
|---|---|---|---|---|---|
| 30.June.2013 | 31.December.2012 | ||||
| Tax losses | 8,446,598 | ‐ | |||
| Others | 17,552 | 28,070 | |||
| 8,464,150 | 28,070 |
As at 30 June 2013 and 31 December 2012 the non‐current assets were as follows:
| 30.June.2013 | 31.December.2012 | |
|---|---|---|
| Loans granted | 1,108,807,115 | 1,092,008,435 |
| 1,108,807,115 | 1,092,008,435 |
The loans granted have a long term maturity, bear interests at market rates indexed to Euribor and their fair value is similar to their carrying amount.
During 2012 impairment over the loan granted to the associated Mundo Vip – Operadores Turísticos, SA was recognized.
As at 30 June 2013 and 31 December 2012 the other loans granted are no past due or impaired.
As at 30 June 2013 and 31 December 2012 the current assets were as follows:
| Trade accounts receivable | 30.June.2013 398,888 |
31.December.2012 1,688,043 |
|---|---|---|
| Group companies: | ||
| Short term loans | 230,392,803 | 129,359,208 |
| Interests charged but not received | 527,323 | 18,415,191 |
| Taxes ‐ Special Regime for taxation of groups of companies |
36,849,362 | 26,447,000 |
| Special regime for payment of tax and social securaty debts (DL 248‐A) |
4,778,747 | 4,778,747 |
| Taxes recoverable | 30,404,523 | 30,428,987 |
| Other current assets | 31,940,697 | 3,510,663 |
| 335,292,343 | 214,627,839 |
Loans granted to group companies return interest at variable market rates indexed to Euribor and have a maturity less than one year.
The amount disclosed as 'Special regime for payment of tax and social security debts' relates to taxes claimed from tax authorities, being an understanding of Sonae Investimentos that the result of such claims will favour the Company. Therefore, there was no impairment losses recognized.
The caption other current assets includes mainly receivables relating to interest, from loans granted to group companies.
As at 30 June 2013 and 31 December 2012, cash and cash equivalents can be detailed as follows:
| 30.June.2013 | 31.December.2012 | |
|---|---|---|
| Cash in hand | 550 | 550 |
| Bank deposits | 8,076,489 | 54,402,147 |
| Other treasury applications | ‐ | 40,099,667 |
| Cash and cash equivalents on the balance sheet | 8,077,039 | 94,502,364 |
| Bank overdrafts (Note 10) | (143) | (1,727) |
| Cash and cash equivalents on the cash flow statement | 8,076,896 | 94,500,637 |
Bank overdrafts are disclosed in the statement of financial position under the caption short term bank loans.
As at 30 June 2013 and 31 December 2012, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares, with a nominal value of 1 euro each.
A subsidiary company (Sonae – Specialized Retail, SGPS, SA) owns 100,000,000 shares of Sonae Investimentos. These shares are considered as treasury shares under the Commercial Companies Code, reason why the underlying rights to these shares are suspended.
As at 30 June 2013 and 31 December 2012, the subscribed share capital was held as follows:
| 30.June.2013 | 31.December.2012 | |
|---|---|---|
| Sonae, SGPS, SA | 76.8556% | 76.8556% |
| Sonae Investments BV | 13.1419% | 13.1419% |
| Sonae ‐ Specialized Retail, SGPS, SA | 10.0000% | 10.0000% |
| Libra Serviços, Sociedade Unipessoal, Lda | 0.0025% | 0.0025% |
As at 30 June 2013 and 31 December 2012, this caption included the following loans:
| 30.June.2013 | 31.December.2012 | |
|---|---|---|
| Bonds Sonae Distribuição 2007/2015 | 200,000,000 | 200,000,000 |
| Bonds Sonae Distribuição Setembro 2007/2015 | 155,000,000 | 155,000,000 |
| Bonds Sonae Distribuição 2009/2014 | ‐ | 10,000,000 |
| Bonds Sonae Investimentos 2012/2017 | 170,000,000 | 170,000,000 |
| Bonds Sonae Investimentos 2013/2018 | 50,000,000 | ‐ |
| Up‐front fees not yet charged to income statement | (2,152,099) | (2,261,608) |
| Bond loans | 572,847,901 | 532,738,392 |
| Commercial paper | 224,500,000 | 147,500,000 |
| Other bank loans | 3,333,333 | 5,000,000 |
| Up‐front fees not yet charged to income statement | (7,987) | (15,015) |
| Bank loans | 227,825,346 | 152,484,985 |
| Non‐current loans | 800,673,247 | 685,223,377 |
| 30.June.2013 | 31.December.2012 | |
|---|---|---|
| Bonds Sonae Distribuição 2009/2014 | 18,000,000 | 16,000,000 |
| Bonds Sonae Distribuição Setembro 2007/2015 | 155,000,000 | 155,000,000 |
| Up‐front fees not yet charged to income statement | (39,950) | (99,218) |
| Bond loans | 172,960,050 | 170,900,782 |
| Commercial paper | 12,500,000 | 28,500,000 |
| Other bank loans | 3,333,333 | 3,333,333 |
| Up‐front fees not yet charged to income statement | (7,667) | (7,667) |
| Bank overdrafts (note 8) | 143 | 1,727 |
| Bank loans | 15,825,809 | 31,827,393 |
| Current loans | 188,785,859 | 202,728,175 |
As at 30 June 2013 Sonae Investimentos has agreed lines of credit and commercial paper programs amounting 830 million euro, out of which 202 million with firm commitments with maturity not exceeding one year and 548 million euro with firm commitments with maturity over one year.
Under the above mentioned lines of credit and commercial paper programs with firm commitments, the company had 513 million euro credit facilities available to meet its liquidity requirements.
The interest rate as at 30 June 2013 of the bonds and bank loans was, on average, 2.28% (2.40% as at 31 December 2012).
As at 30 June 2013 and 31 December 2012 this caption includes a subordinate bond loan, repayable in 10 years issued by Sonae Investimentos at market conditions. This loan was fully subscribed and paid for Sonae SGPS, SA on 28 December 2010 amounting to 400,000,000 euro, relating 8,000 bonds with nominal value of 50,000 euro each.
At 30 June 2013 the fair value of this bond loan is 41,137 euro (42,606 euro on 31 December 2012) per bond, and was determined based on discounted cash flows method.
As at 30 June 2013 and 31 December 2012, this heading is made up as follows:
| 30.June.2013 | 31.December.2012 | |
|---|---|---|
| Trade accounts payable | 8,513 | 37,634 |
| Group companies: | ||
| Short term loans | 308,478,280 | 402,548,615 |
| Taxes ‐ Special Regime for taxation of | 33,058,462 | 18,872,865 |
| Shareholders | 40,000,000 | ‐ |
| Taxes and contributions payable | 4,101,528 | 2,831,463 |
| Others current liabilities | 31,705,575 | 7,478,215 |
| 417,352,358 | 431,768,792 |
The caption other current liabilities includes mainly accrued interests not yet due relating to loans obtained.
As at 30 June 2013 and 31 December 2012 the contingent liabilities were detailed as follows:
| 30.June.2013 | 31.December.2012 | ||
|---|---|---|---|
| Guarantees rendered: | |||
| related to tax claims awaiting outcome | (a) | 302,929,381 | 268,323,385 |
| related to local and municipal claims awaiting outcome | 28,938 | 28,938 | |
| others | 10,734,861 | 10,883,112 | |
| Guarantees given in favour of subsidiaries | (b) | 62,641,328 | 62,641,328 |
a) Includes the amount of 297,750,424 euro (263,144,428 euro as at 31 December 2012) referring to corporate income tax claims awaiting outcome and the amount of 5,178,957 euro (5,178,957 euro as at 31 December 2012) relating to stamp duty claims.
b) Guarantees given to Tax Authorities in favour of subsidiaries to suspend claims from tax authorities.
No provision has been recognized for these tax additional assessments, to which some guarantees were made, as the Board of Directors expects their outcome to be favorable to the Company with no additional liability.
Following the disposal of a Brazilian subsidiary company, the group guaranteed to that subsidiary company buyer all the losses it will have as consequence of tax additional assessments as it is described in the Note of Contingent Assets and Liabilities in the Consolidated financial statements.
Main balances and transactions with related parties are detailed as follows:
| 30.June.2013 | 31.December.2012 |
|---|---|
| 72,046 | 72,094 |
| 67,315,265 | 45,931,390 |
| 154,757 | 139,822 |
| 717,640 | 962,875 |
| 9,156 | 9,155 |
| 68,268,864 | 47,115,336 |
| 51,518,194 | 1,439,583 |
| 40,554,380 | 19,805,085 |
| 6,959 | ‐ |
| 8,004,408 | 46,827 |
| 100,083,941 | 21,291,495 |
| 1,319,258,490 | 1,195,591,641 |
| 6,946,722 | 7,800,000 |
| 13,994,706 | 18,976,002 |
| 1,340,199,918 | 1,222,367,643 |
| 347,400,000 | 347,400,000 |
| 308,478,280 | 402,548,615 |
| 52,600,000 | 52,600,000 |
| 708,478,280 | 802,548,615 |
| 30.June.2013 | 30.June.2012 | |
|---|---|---|
| Transactions: | ||
| Subsidiaries | 499,998 | 499,998 |
| Associated companies | 399,335 | 426,154 |
| Services rended | 899,333 | 926,152 |
| Parent company | 1,068,238 | 550,578 |
| Subsidiaries | 18 | ‐ |
| Associated companies | 20,875 | 20,681 |
| Other related parties | 124 | 435 |
| Purchases and services obtained | 1,089,255 | 571,694 |
| Parent company | 67,377 | 258 |
| Subsidiaries | 277,848 | 137,177 |
| Associated companies | 118 | 119 |
| Other income | 345,343 | 137,554 |
| Subsidiaries | 29,519,388 | 25,286,310 |
| Jointly controlled companies | 205,728 | 165,724 |
| Associated companies | 353,847 | 571,212 |
| Interest income | 30,078,963 | 26,023,246 |
| Parent company | 15,705,256 | 16,249,985 |
| Subsidiaries | 8,721,661 | 5,916,740 |
| Interest expenses | 24,426,917 | 22,166,725 |
| Subsidiaries | 20,111,854 | 24,646,376 |
| Dividend income | 20,111,854 | 24,646,376 |
All Sonae, SGPS, S.A. and Efanor Investimentos SGPS, SA subsidiaries, associates and joint ventures are considered related parties and are identified in Consolidated Financial Statements.
During 1st half 2013 and 2012 did not occurred any transactions including granted loans with the Company's Directors.
As at 30 June 2013 and 2012 investment income is as follows:
| 30.June.2013 | 30.June.2012 | |
|---|---|---|
| Dividends received | 20,111,854 | 24,646,376 |
| 20,111,854 | 24,646,376 |
As at 30 June 2013 and 2012, net financial expenses are as follows:
| 30.June.2013 | 30.June.2012 | |
|---|---|---|
| Interest receivable | ||
| related to bank deposits | 336,355 | 315,706 |
| related to loans granted | 30,040,354 | 25,983,544 |
| others | 345,239 | 39,703 |
| Financial income | 30,721,948 | 26,338,953 |
| Interest payable | ||
| related to bank deposits and overdrats | (3,426,412) | (4,428,383) |
| related to non convertible bonds | (8,136,766) | (11,101,036) |
| related to loans obtained | (24,426,977) | (22,166,725) |
| Others finacial expenses | ||
| up front fees on the issuance of debt | (3,060,558) | (2,771,563) |
| others | (211,100) | (102,805) |
| Financial expenses | (39,261,813) | (40,570,512) |
Earnings per share for the periods ended 30 June 2013 and 2012 were calculated taking into consideration the following amounts:
| 30.June.2013 | 30.June.2012 | |
|---|---|---|
| Net Profit | ||
| Net profit taken into consideration to calculate basic earnings pershare (Net profit foor the period) |
12,782,379 | 13,534,782 |
| Net profit taken into consideration to calculate diluted earnings pershare |
12,782,379 | 13,534,782 |
| Number of shares | ||
| Weighted average number of shares used to calculate basic earnings pershare |
900,000,000 | 900,000,000 |
| Weighted average number of shares used to calculate diluted earnings pershare |
900,000,000 | 900,000,000 |
| Earnings pershare (basic and diluted) | 0.0142 | 0.0150 |
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 19 August 2013.
During the period ended as at 30 June 2013 shareholders' loan contracts were signed with the following companies:
Soflorin, BV
During the period ended as at 30 June 2013, treasury application agreements were signed with the following companies:
Imoresultado – Sociedade Imobiliária, SA
Pharmaconcept Actividades em Saúde, SA
Raso, SGPS, SA
Raso ‐ Viagens e Turismos, SA
Sonae Center Serviços II, SA
Tlantic Portugal ‐ Sistemas de Informação, SA
The amounts due to group companies as at 30 June 2013 related to the mentioned contracts were the following:
| Company | 30.June.2013 |
|---|---|
| Contibomba ‐ Comércio e Distribuição de Combustíveis, SA | 667,344 |
| Fashion Division, SA | 10,376,344 |
| Fozmassimo ‐ Sociedade Imobliária, SA | 1,098,344 |
| Modelo Continente Hipermercados, SA | 236,894,015 |
| Modelo Hiper Imobiliária, SA | 2,499,344 |
| Modelo.Com ‐ Vendas por Correspondência, SA | 6,393,344 |
| Pharmaconcept ‐ Actividades em Saúde, SA | 34,460 |
| Sesagest ‐ Projectos e Gestão Imobiliária, SA | 3,614,344 |
| Sonae Center Serviços II, SA | 3,138,344 |
| Sonae MC ‐ Modelo Continente, SGPS, SA | 43,574,141 |
| Tlantic Portugal ‐ Sistemas de Informação, SA | 188,256 |
| 308,478,280 |
| Company | 30.June.2013 |
|---|---|
| Azulino ‐ Imobiliária, SA | 3,818,830 |
| BB Food Service, SA | 492,656 |
| Bom Momento ‐ Comércio Retalhista, SA | 482,656 |
| Bertimóvel ‐ Sociedade Imobiliária, SA | 23,335,849 |
| Canasta ‐ Empreendimentos Imobiliários, SA | 1,906,864 |
| Chão Verde ‐ Sociedade de Gestão Imobiliária, SA | 5,046,656 |
| Citorres ‐ Sociedade Imobiliária, SA | 2,836,706 |
| Contimobe ‐ Imobiliária do Castelo de Paiva, SA | 38,937,225 |
| Continente Hipermercados, SA | 31,886,656 |
| Cumulativa ‐ Sociedade Imobiliária, SA | 1,955,989 |
| Farmácia Selecção, SA | 1,757,771 |
| Fozimo – Sociedade Imobiliária, SA | 1,477,957 |
| Igimo – Sociedade Imobiliária, SA | 2,503,656 |
| Iginha – Sociedade Imobiliária, SA | 18,492,456 |
| Imoconti – Sociedade Imobiliária, SA | 12,069,380 |
| Imoestrutura ‐ Sociedade Imobiliária, SA | 141,706 |
| Imomuro ‐ Sociedade Imobiliária, SA | 13,301,603 |
| Imoresultado – Sociedade Imobiliária, SA | 475,656 |
| Imosistema ‐ Sociedade Imobiliária, SA | 3,907,298 |
| MJLF ‐ Empreendimentos Imobiliários, SA | 2,844,842 |
| Modelo ‐ Distribuição de Materiais de Construção, SA | 4,544,964 |
| Mundo Vip ‐ Operadores Turísticos, SA | 1,000,000 |
| MDS SGPS, SA | 8,449,742 |
| Pharmacontinente ‐ Saúde e Higiene, SA | 9,048,656 |
| Predicomercial ‐ Promoção Imobiliária, SA | 5,957,966 |
| Raso ‐ Viagens e Turismos, SA | 296,722 |
| Raso, SGPS, SA | 6,650,000 |
| Selifa ‐ Sociedade de Empreendimentos Imobiliários, SA | 2,858,632 |
| Sempre à Mão ‐ Sociedade Imobiliária, SA | 47,417,591 |
| Socijofra ‐ Sociedade Imobiliária, SA | 5,900,125 |
| Sociloures ‐ Sociedade Imobiliária, SA | 19,354,915 |
| Soflorin, BV | 192,249,415 |
| Sonae MC ‐ Modelo Continente, SGPS, SA | 5,344,000 |
| Sonae ‐ Specialized Retail, SGPS, SA | 660,648,063 |
| Valor N, SA | 3,232,188 |
| 1,340,199,918 |
The Board of Directors,
Ângelo Gabriel Ribeirinho dos Santos Paupério
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