Quarterly Report • Nov 27, 2015
Quarterly Report
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MANAGEMENT REPORT & ACCOUNTS
9M15
The consolidated financial information disclosed in this report is based on unaudited financial statements, prepared in accordance with the International Financial Reporting Standards (IAS/IFRS), issued by the International Accounting Standards Board (IASB), as adopted by the European Union.
| 1. | Main Highlights | 4 |
|---|---|---|
| 2. | Sonaecom Consolidated Results | 4 |
| 2.1 | Technology | 5 |
| 2.2 Media | 7 | |
| 2.3 Telecommunications | 7 | |
| 3. | Appendix | 8 |
| 4. | Financial Information | 11 |
| 4.1 | Sonaecom consolidated financial statements | 11 |
| 4.2 Notes to the consolidated financial statements | 19 | |
| 4.3 Sonaecom individual financial statements | 84 | |
| 4.4 Notes to the individual financial statements | 90 |
Turnover growth of 10.6% with international markets representing 52.7% of turnover in the Technology area.
Underlying EBITDA decline of 7.1% LfL but presenting a positive evolution versus last quarter.
Net income of 40.3 million euros, 17.3 million above 9M14.
Consolidated turnover in 9M15 reached 99.7 million euros, increasing 10.6% when compared to 9M14, or 3.6% excluding S21Sec contribution1 . This growth was driven by a 10.9% increase in service revenues and an increase of 9.8% in sales. Excluding S21Sec contribution, Service Revenues increased by 1.6%.
Operating costs amounted to 97.5 million euros, 11.3% above 9M14, with all lines increasing. Personnel costs grew 14.7% driven by the increase in the average number of employees since the consolidation of S21Sec. Commercial costs grew 10.0% to 29.0 million euros, driven by an increase in cost of goods sold of Technology area, aligned with sales evolution. The evolution in other operating costs is mainly explained by the outsourcing and G&A costs at S21Sec.
Total EBITDA stood at 19.8 million euros, 41.6% below 9M14, on the back of discontinued operations, that registered 12.9 million euros in 9M14.The equity results, which are mostly impacted by ZOPT contribution, which in turn depends on NOS net income evolution, increased by 0.4%. On what concerns the underlying EBITDA, it stood at 3.5 million euros, 27.7% down when compared to 9M14, and corresponding to a margin of 3.5%, which compares to 5.3% in 9M14. Excluding S21Sec contribution, underlying EBITDA decreased by 7.1%.
decreased 51.0% to 14.3 million euros, explained by the lower level of EBITDA.
Net financial results reached 25.2 million euros in 9M15, positively impacted by the fair value adjustment of NOS direct stake at market price, amounting to 23.5 million euros, and the corresponding 1.5 million euros of dividend received. In 9M14, the fair value adjustment was negative by 8.2 million euros and the dividend received was 1.3 million euros.
39.5 million euros, driven the higher net financial results.
Net results group share stood at 40.3 million euros, which compares with 23.0 million euros in 9M14.
increased from 4.7 million euros to 6.1 million euros, reaching 6.1% of turnover, 0.9 p.p. above 9M14.
The cash position increased 3.6 million euros since September 2014 reaching 169.6 million euros.
1 S21Sec was acquired on July 2014, being consolidated at Sonaecom since August 2014.
The Technology area has been pursuing an active portfolio strategy, aiming at strengthening its position as a technological reference at an international scale, in selected IT areas, through organic and non-organic growth.
This area currently comprises four companies in the IT/IS sector that generated circa 52.7% of its revenues outside the Portuguese market with 43% out of the total 867 employees based abroad.
WeDo Technologies is a worldwide market leader in enterprise business assurance software that chip companies from the retail, energy and finance industries, as well as more than 190 telecommunications operators from more than 90 countries.
Do was named, in 2014, by Stratecast (Frost & Sullivan) as the worldwide leader in Financial Assurance area, which comprises: Revenue Assurance, Fraud Management and Margin Assurance, and was elected, in 2015, by Analysys Mason, a TMT (telecoms, media and technology) analyst firm, as the worldwide market leader in the Revenue Assurance and Fraud Management software space.
During the 3Q15, it should be highlighted that the company acquired 2 new telecom customers (in Chile and Peru), continuing to enlarge its customer base around the world. At the end of 9M15, 76.9% of its turnover was generated in the international market and more than 10% in non-telecom industries.
S21Sec is a leading multinational cybersecurity player, focused exclusively on providing security services and technologies. Since its foundation 15 years ago, the company has grown through constant investment in innovation and today works with a global customer base, leveraging its teams in Spain, Portugal, Mexico and the UK and a network of select partners that ensure local support and touch points in other key markets.
S21sec was among the first companies in the world to identify Dridex (a banking malware) and understand the sophisticated nature of its organisation, infrastructure and procedures. The insight and intelligence generated through the company´s work into Dridex rapidly became a key element of the collaboration with Law Enforcement Agencies, such as Europol, NCA, Guardia Civil and the FBI, among others. Beyond the Law Enforcement community, S21sec was also highly proactive to ensure it was providing invaluable support to the financial community. By way of example, S21sec shared the intelligence generated through its investigations with banks, through various forums in European countries such as Portugal, Spain, France and the UK, where Dridex has been especially damaging. Furthermore and in continued support of its antifraud strategy, especially in the ATM space, S21sec has also continued to be a key voice in various Latin American forums, including the XVII Congreso Nacional de Seguridad in Punta Cana and the ATEFI event in Panama.
Saphety is a solutions provider for business processes that has a strong position in electronic invoicing and EDI (Electronic Data Interchange) market, as well as in data synchronization for GS1 worldwide organizations.
This quarter has been marked by a significant improvement on revenues and profitability, coupled with a good commercial activity: acquisition of new customers and some important new contracts including Associação Nacional de Farmácias and ESPAP (Entidade de Serviços Partilhados da Administração Pública) or Surunai in Malaysia ,000 users in about 20 countries. Importantly, international revenues increased in 9M15 when compared to 9M14 and represented more than 30.0% of total revenues.
Bizdirect is a technology company specialized in IT solutions commercialization, consulting and management of corporate software licensing .
The improvement recorded in the IT market investments in hardware and software, coupled with a positive performance in the new solutions area, enabled the company to increase its turnover by 13.3% in 9M15. The Competence Center launched in Viseu to respond to the growing demand in the areas of CRM (Customer Relationship Management) and ECM (Enterprise Content Management), has increased the number of projects delivered and is growing its notoriety in the European market. International revenues represented more than 10.0% of total Turnover in the 9M15.
| TECHNOLOGY AREA | 3Q14 | 3Q15 | 2Q15 | q.o.q. | 9M14 | 9M15 | ||
|---|---|---|---|---|---|---|---|---|
| Turnover | 28.0 | 29.1 | 4.0% | 31.2 | -6.5% | 78.4 | 88.6 | 13.0% |
| Service Revenues | 19.3 | 20.0 | 3.8% | 22.5 | -10.9% | 56.5 | 63.4 | 12.1% |
| Sales | 8.7 | 9.1 | 4.4% | 8.7 | 4.8% | 21.9 | 25.2 | 15.3% |
| Other Revenues | 1.3 | 0.3 | -75.7% | 0.2 | 46.1% | 1.5 | 0.9 | -40.5% |
| Operating Costs | 26.0 | 27.1 | 4.2% | 29.5 | -8.3% | 71.8 | 83.2 | 15.9% |
| Personnel Costs | 9.3 | 9.9 | 5.6% | 9.9 | -0.5% | 24.6 | 29.5 | 19.7% |
| Commercial Costs(1) | 8.6 | 9.4 | 8.5% | 8.8 | 6.4% | 22.6 | 25.8 | 14.5% |
| Other Operating Costs(2) | 8.0 | 7.8 | -2.1% | 10.8 | -27.6% | 24.6 | 27.9 | 13.4% |
| EBITDA | 8.9 | 2.3 | -73.9% | 1.8 | 29.6% | 14.1 | 6.2 | -56.2% |
| Underlying EBITDA(3) | 3.3 | 2.4 | -27.8% | 1.9 | 28.2% | 8.2 | 6.3 | -22.5% |
| Discontinued Operations(4) | 5.6 | 0.0 | -100.0% | 0.0 | - | 5.9 | 0.0 | -100.0% |
| Underlying EBITDA Margin (%) | 11.8% | 8.2% | -3.6pp | 6.0% | 2.2pp | 10.4% | 7.1% | -3.3pp |
| Operating CAPEX(5) | 1.5 | 1.6 | 6.8% | 2.0 | -17.1% | 4.1 | 5.2 | 26.3% |
| Operating CAPEX as % of Turnover | 5.4% | 5.6% | 0.1pp | 6.3% | -0.7pp | 5.3% | 5.9% | 0.6pp |
| Underlying EBITDA - Operating CAPEX | 1.8 | 0.8 | -57.3% | -0.1 | - | 4.1 | 1.1 | -72.3% |
| Total CAPEX | 1.6 | 1.6 | 1.8% | 2.0 | -17.1% | 4.2 | 5.2 | 24.1% |
(1) Commercial Costs =COGS + Mktg & Sales; (2)OtherOperating Costs =Outsourcing Services+ G&A+ Provisions + others;
(3)Includes the businesses fully consolidated at Technology area; (4)IncludesMainroad contribution untilthe sale and the capital gain;
(5)Operating CAPEX excludes Financial Investments;
Turnover continued to benefit from the international expansion of companies, growing 13.0% y.o.y., to 88.6 million euros. Service Revenues increased 12.1% to 63.4 million euros while Sales increased by 15.3% to 25.2 million euros.
Excluding S21Sec contribution in 9M15, turnover increased by 5.0% and Service Revenues by 2.1%.
Operating costs increased 15.9%, reaching 83.2 million euros, impacted by higher commercial costs, higher staff costs and higher other operational costs. Staff costs increased 19.7% driven by the growth in the number of employees mainly driven by S21Sec. Commercial costs increased 14.5% when compared to 9M14, to 25.8 million euros, backed by a higher cost of goods sold, consistent with the higher level of sales. Other operating costs increased 13.4% explained by the enlarged portfolio.
Total EBITDA declined 56.2%, which is explained by discontinued operations in the 9M14 but also by the decrease of underlying EBITDA.
In the 9M15, underlying EBITDA reached 6.3 million euros, falling 22.5% y.o.y., reaching a margin of 7.1%, while showing an improving trend in the 3Q15, 28.2% above 2Q15, with a 8.2% margin.
Excluding S21Sec, underlying EBITDA in the 9M15 decreased by 7.5% and reached a 9.2% margin.
Underlying EBITDA-operating CAPEX stood at 1.1 million euros, decreasing when compared to 9M14, explained by the lower level of EBITDA and the higher level of CAPEX.
This year has been marked by the celebration of 25th anniversary and by a positive performance in terms of circulation. According to APCT, Público was the daily generalist newspaper that presented higher growth in total circulation. It should also be noted that in 2015 Público has already received 14 awards of journalism, design, photography and infographic design, including a special mention in the category of best news site by the European Digital Media Awards, only behind The Guardian.
Turnover reached 11.3 million euros, decreasing when compared to 9M14 but with good performances at online advertising and content revenues. The 9M15 was -organization of some events with Globo and contents partnerships with UOL and Livraria Cultura.
EBITDA, despite negative, increased 4.9% y.o.y to negative 1.9 million euros.
NOS operating revenues were 1 067.9 million euros in 9M15, growing 3.7% y.o.y.
EBITDA reached 409.8 million euros, increasing 3.2% when compared to 9M14 and representing a 38.4% EBITDA margin.
Recurrent CAPEX amounted to 217.6 million euros in 9M15, an increase of 13.0% y.o.y. As a consequence of EBITDA and CAPEX evolution, EBITDA-Recurrent CAPEX decreased 5.9%.
Net Financial Debt to EBITDA (last 4 quarters) stood at 2.0x at the end of 9M15 reached 3.8 years.
NOS published its 9M15 results on 4 th November, 2015, which are available at www.nos.pt.
During 9M15, the NOS share price increased 40.8 7.371, whilst PSI20 increased its market capitalisation by 5.2%.
| Operational Indicators ('000) | 3Q14 | 3Q15 | 2Q15 | q.o.q. | 9M14 | 9M15 | ||
|---|---|---|---|---|---|---|---|---|
| Total RGUs | 7 445.2 | 8 257.3 | 10.9% | 8 010.2 | 3.1% | 7 445.2 | 8 257.3 | 10.9% |
| Convergent RGUs | 1 487.7 | 2 665.0 | 79.1% | 2 443.2 | 9.1% | 1 487.7 | 2 665.0 | 79.1% |
| IRIS subscribers | 633.2 | 825.1 | 30.3% | 784.2 | 5.2% | 633.2 | 825.1 | 30.3% |
| 3,4 and 5P subscribers | 829.6 | 936.7 | 12.9% | 904.9 | 3.5% | 829.6 | 936.7 | 12.9% |
| Million euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| NOS HIGHLIGHTS | 3Q14 | 3Q15 | 2Q15 | q.o.q. | 9M14 | 9M15 | ||
| Operating Revenues | 347.8 | 367.9 | 5.8% | 355.9 | 3.4% | 1 030.1 | 1 067.9 | 3.7% |
| EBITDA | 133.4 | 143.5 | 7.5% | 138.5 | 3.6% | 397.0 | 409.8 | 3.2% |
| EBITDA margin (%) | 38.4% | 39.0% | +0.6pp | 38.9% | 0.1 pp | 38.5% | 38.4% | -0.2pp |
| Net Income | 18.8 | 26.2 | 39.8% | 24.1 | 9.0% | 62.4 | 73.5 | 17.8% |
| CAPEX | 86.6 | 97.9 | 13.1% | 102.4 | -4.3% | 231.9 | 294.6 | 27.1% |
| EBITDA-CAPEX | 46.8 | 45.6 | -2.7% | 36.1 | 26.1% | 165.1 | 115.2 | -30.2% |
| RECURRENT CAPEX | 68.0 | 77.1 | 13.3% | 72.3 | 6.5% | 192.6 | 217.6 | 13.0% |
| EBITDA-RECURRENT CAPEX | 65.4 | 66.4 | 1.5% | 66.2 | 0.4% | 204.3 | 192.2 | -5.9% |
| Million euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED INCOME STATEMENT | 3Q14 | 3Q15 | 2Q15 | q.o.q. | 9M14 | 9M15 | ||
| Turnover | 31.8 | 32.6 | 2.6% | 35.1 | -7.3% | 90.1 | 99.7 | 10.6% |
| Service Revenues | 20.6 | 21.2 | 2.6% | 24.1 | -12.2% | 61.0 | 67.7 | 10.9% |
| Product Sales | 11.1 | 11.4 | 2.5% | 11.0 | 3.6% | 29.2 | 32.0 | 9.8% |
| Other Revenues | 1.6 | 0.5 | -67.9% | 0.3 | 61.2% | 2.3 | 1.3 | -43.6% |
| Operating Costs | 30.9 | 31.6 | 2.4% | 34.5 | -8.4% | 87.6 | 97.5 | 11.3% |
| Personnel Costs | 11.8 | 12.5 | 5.5% | 12.6 | -0.7% | 32.5 | 37.3 | 14.7% |
| Commercial Costs(1) | 9.8 | 10.3 | 5.4% | 9.9 | 4.1% | 26.3 | 29.0 | 10.0% |
| Other Operating Costs(2) | 9.3 | 8.8 | -4.8% | 12.0 | -26.7% | 28.8 | 31.3 | 8.6% |
| EBITDA | 22.4 | 7.1 | -68.4% | 6.5 | 8.0% | 34.0 | 19.8 | -41.6% |
| Underlying EBITDA(3) | 2.4 | 1.4 | -40.8% | 0.9 | 58.7% | 4.8 | 3.5 | -27.7% |
| Equity method(4) | 7.3 | 5.6 | -22.9% | 5.6 | -0.1% | 16.3 | 16.3 | 0.4% |
| Discontinued Operations(5) | 12.6 | 0.0 | -100.0% | 0.0 | - | 12.9 | 0.0 | -100.0% |
| Underlying EBITDA Margin (%) | 7.6% | 4.4% | -3.2pp | 2.6% | 1.8pp | 5.3% | 3.5% | -1.8pp |
| Depreciation & Amortization | 1.7 | 1.9 | 11.9% | 1.7 | 10.8% | 4.8 | 5.6 | 14.9% |
| EBIT | 20.6 | 5.1 | -75.1% | 4.8 | 7.0% | 29.1 | 14.3 | -51.0% |
| Net Financial Results | 0.3 | 1.8 | - | 6.0 | -70.3% | -5.9 | 25.2 | - |
| Financial Income | 0.7 | 2.9 | - | 6.8 | -57.6% | 4.0 | 27.6 | - |
| Financial Expenses | 0.4 | 1.1 | - | 0.8 | 37.8% | 9.9 | 2.4 | -76.1% |
| EBT | 21.0 | 6.9 | -67.0% | 10.8 | -35.8% | 23.2 | 39.5 | 70.3% |
| Tax results | -0.7 | -0.4 | 48.1% | 1.0 | - | -0.4 | -0.5 | -36.9% |
| Net Results | 20.3 | 6.5 | -67.7% | 11.7 | -44.3% | 22.8 | 39.0 | 70.8% |
| Group Share | 20.5 | 6.8 | -66.6% | 12.2 | -43.8% | 23.0 | 40.3 | 74.9% |
| Attributable to Non-Controlling Interests | -0.2 | -0.3 | -39.5% | -0.4 | 30.2% | -0.2 | -1.3 | - |
| (1) Commercial Costs =COGS + Mktg & SalesCosts; (2)OtherOperating Costs =Outsourcing Services + G&A+ Provisions+ others; (3)Includes the businesses fully consolidated by Sonaecom; (4) Includes the50% holding in Unipress, the 45% holding in SIRS, the 50% holding inS2 (5)Includes Mainroad contribution untilthe sale and the capital gain |
1Sec ciberseguridad ,the 50% holding inBig Data and the 50% holding in ZOPT; |
Million euros
| CONSOLIDATED BALANCE SHEET | 3Q14 (R) | 3Q15 | 2Q15 | q.o.q. | 9M14 (R) | 9M15 | ||
|---|---|---|---|---|---|---|---|---|
| Total Net Assets | 1 075.2 | 1 114.3 | 3.6% | 1 124.9 | -0.9% | 1 075.2 | 1 114.3 | 3.6% |
| Non Current Assets | 773.1 | 792.5 | 2.5% | 797.0 | -0.6% | 773.1 | 792.5 | 2.5% |
| Tangible and Intangible Assets | 28.7 | 29.1 | 1.5% | 29.3 | -0.5% | 28.7 | 29.1 | 1.5% |
| Goodwill | 29.5 | 29.3 | -0.6% | 29.0 | 1.2% | 29.5 | 29.3 | -0.6% |
| Investments | 707.6 | 725.6 | 2.5% | 730.9 | -0.7% | 707.6 | 725.6 | 2.5% |
| Deferred Tax Assets | 7.1 | 8.2 | 15.4% | 7.6 | 7.3% | 7.1 | 8.2 | 15.4% |
| Others | 0.3 | 0.3 | 1.4% | 0.3 | -8.5% | 0.3 | 0.3 | 1.4% |
| Current Assets | 302.1 | 321.8 | 6.5% | 327.8 | -1.8% | 302.1 | 321.8 | 6.5% |
| Trade Debtors | 39.4 | 34.4 | -12.7% | 43.1 | -20.1% | 39.4 | 34.4 | -12.7% |
| Liquidity | 182.9 | 181.9 | -0.5% | 176.7 | 2.9% | 182.9 | 181.9 | -0.5% |
| Others | 79.8 | 105.5 | 32.2% | 108.0 | -2.4% | 79.8 | 105.5 | 32.2% |
| Shareholders' Funds | 998.9 | 1 046.7 | 4.8% | 1 043.0 | 0.4% | 998.9 | 1 046.7 | 4.8% |
| Group Share | 999.0 | 1 048.2 | 4.9% | 1 044.3 | 0.4% | 999.0 | 1 048.2 | 4.9% |
| Non-Controlling Interests | -0.1 | -1.5 | - | -1.3 | -18.2% | -0.1 | -1.5 | - |
| Total Liabilities | 76.4 | 67.6 | -11.5% | 81.8 | -17.4% | 76.4 | 67.6 | -11.5% |
| Non Current Liabilities | 18.4 | 14.5 | -21.2% | 14.7 | -1.5% | 18.4 | 14.5 | -21.2% |
| Bank Loans | 8.5 | 9.1 | 6.7% | 9.0 | 1.2% | 8.5 | 9.1 | 6.7% |
| Provisions for Other Liabilities and Charges | 3.0 | 3.4 | 14.1% | 3.8 | -9.6% | 3.0 | 3.4 | 14.1% |
| Others | 6.9 | 2.0 | -71.0% | 2.0 | 1.7% | 6.9 | 2.0 | -71.0% |
| Current Liabilities | 58.0 | 53.1 | -8.4% | 67.2 | -20.9% | 58.0 | 53.1 | -8.4% |
| Loans | 2.0 | 2.1 | 5.1% | 1.5 | 35.7% | 2.0 | 2.1 | 5.1% |
| Trade Creditors | 21.5 | 17.3 | -19.3% | 26.7 | -35.0% | 21.5 | 17.3 | -19.3% |
| Others | 34.5 | 33.7 | -2.4% | 39.0 | -13.5% | 34.5 | 33.7 | -2.4% |
| Operating CAPEX(1) | 1.9 | 1.8 | -0.5% | 2.5 | -25.1% | 4.7 | 6.1 | 29.9% |
| Operating CAPEX as % of Turnover | 5.8% | 5.7% | -0.2pp | 7.0% | -1.4pp | 5.2% | 6.1% | 0.9pp |
| Total CAPEX | 1.9 | 1.8 | -4.4% | 2.5 | -25.1% | 10.3 | 6.1 | -40.7% |
| Underlying EBITDA - Operating CAPEX | 0.6 | -0.4 | - | -1.6 | 73.8% | 0.1 | -2.6 | - |
| Gross Debt | 16.9 | 12.3 | -26.9% | 11.8 | 5.1% | 16.9 | 12.3 | -26.9% |
| Net Debt | -166.0 | -169.6 | -2.2% | -165.0 | -2.8% | -166.0 | -169.6 | -2.2% |
However, during the verification process o fthe 2012 accounts, CMVM disagreedwith the interpretation o f Sonae and requested the retrospective correction o fthe financial statements, arguing that the payments made in respect o f other taxes than income tax should be considered as contingent assets. While not agreeing with the position o f CMVM, Sonae and Sonaecom made the restatement o f financial statements. The impact ofthis change is nil in the income statementand immaterial in the statement o f financial position.
| LEVERED FREE CASH FLOW | 3Q14 | 3Q15 | 2Q15 | q.o.q. | 9M14 | 9M15 | ||
|---|---|---|---|---|---|---|---|---|
| Underlying EBITDA-Operating CAPEX | 0.6 | -0.4 | - | -1.6 | 73.8% | 0.1 | -2.6 | - |
| Change in WC | -3.4 | -1.4 | 59.6% | -0.3 | - | -4.4 | -2.6 | 40.6% |
| Non Cash Items & Other | 0.2 | -0.1 | - | 4.3 | - | 2.8 | 2.7 | -2.2% |
| Operating Cash Flow | -2.7 | -1.9 | 29.7% | 2.5 | - | -1.5 | -2.5 | -64.8% |
| Investments | 14.0 | 0.0 | -100.0% | 0.0 | - | 7.7 | 0.0 | -100.0% |
| Dividends | 7.3 | 8.5 | 17.2% | 8.9 | -4.0% | 8.6 | 17.4 | 100.8% |
| Financial results | 1.0 | -0.9 | - | -0.4 | -148.4% | -0.3 | 0.9 | - |
| Income taxes | -0.7 | -1.1 | -61.0% | -0.1 | - | -1.1 | -1.9 | -74.8% |
| FCF(1) | 18.9 | 4.6 | -75.4% | 10.9 | -57.3% | 13.5 | 13.8 | 2.5% |
| (1) FCF Levered after Financial Expensesbut before Capital Flows and Financing related u | p-front Costs. | |||||||
For the periods ended at 30 September 2015 and 2014 (restated note 1) and for the year ended at 31 December2014 (restated note 1)
| (Amounts expressed in Euro) | Notes | September 2015 (not audited) |
September 2014 (not audited and restated) |
December 2014 (restated) |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Tangible assets | 1.c, 1.h and 5 | 2,887,050 | 2,976,171 | 2,696,429 |
| Intangible assets | 1.d, 1.e and 6 | 26,249,936 | 25,725,427 | 25,581,936 |
| Goodwill | 1.f, 1.w and 7 | 29,322,991 | 29,493,997 | 28,719,066 |
| Investments in associated companies and companies jointly controlled | 1.b and 8 | 725,359,538 | 706,332,699 | 721,607,751 |
| Financial assets at fair value through profit or loss | 1.g, 4 and 9 | 151,645 | 1,142,185 | 1,424,996 |
| Investments available for sale | 1.g, 4 and 10 | 113,054 | 115,448 | 113,054 |
| Other non-current assets | 1.g, 1.r, 1.x, 4 and 22 | 292,244 | 287,089 | 507,518 |
| Deferred tax assets | 1.p, 1.s and 11 | 8,254,952 | 7,063,152 | 6,837,230 |
| Total non-current assets | 792,631,410 | 773,136,168 | 787,487,980 | |
| Current assets | ||||
| Financial assets at fair value through profit or loss | 1.g, 4 and 9 | 81,173,373 | 54,014,592 | 58,540,576 |
| Inventories | 1.i | 341,343 | 815,763 | 1,077,458 |
| Trade debtors | 1.g, 1.j, 4 and 22 | 34,401,079 | 39,417,665 | 40,000,771 |
| Other current debtors | 1.g, 1.j, 4 and 22 | 10,839,126 | 11,858,219 | 9,396,842 |
| Other current assets | 1.g, 1.r, 1.x, 4 and 22 | 13,136,911 | 13,135,964 | 11,912,225 |
| Cash and cash equivalents | 1.g, 1.k, 4, 12 and 22 | 181,800,413 | 182,857,094 | 182,010,595 |
| Total current assets | 321,692,245 | 302,099,297 | 302,938,467 | |
| Total assets | 1,114,323,655 | 1,075,235,465 | 1,090,426,447 | |
| Shareholders' funds and liabilities | ||||
| Shareholders' funds | ||||
| Share capital | 13 | 230,391,627 | 230,391,627 | 230,391,627 |
| Own shares | 1.u and 14 | (7,686,952) | (7,686,952) | (7,686,952) |
| Reserves | 1.t | 785,247,885 | 753,221,689 | 768,435,584 |
| Consolidated net income/(loss) for the period | 40,291,529 | 23,039,634 | 27,958,229 | |
| 1,048,244,089 | 998,965,998 | 1,019,098,488 | ||
| Non-controlling interests | (1,494,509) | (81,827) | (632,000) | |
| 1,046,749,580 | 998,884,171 | 1,018,466,488 | ||
| Liabilities | ||||
| Non-current liabilities | ||||
| 1.l, 1.m, 4 and 15.a | 8,969,384 | 8,508,815 | 9,058,985 | |
| Other non-current financial liabilities | 1.h, 4 and 16 | 757,339 | 476,117 | 480,274 |
| Provisions for other liabilities and charges | 1.o, 1.s and 17 | 3,394,301 | 2,973,928 | 2,579,321 |
| Deferred tax liabilities | 1.p, 1.s and 11 | 104,219 | 158,687 | - |
| Other non-current liabilities | 1.r, 1.x, 4 and 22 | 1,235,240 | 6,237,422 | 1,075,209 |
| Total non-current liabilities | 14,460,483 | 18,354,969 | 13,193,789 | |
| Current liabilities | ||||
| Short-term loans and other loans | 1.l, 1.m, 4 and 15.b | 2,067,053 | 1,967,147 | 1,980,451 |
| Trade creditors | 4 and 22 | 17,334,118 | 21,485,211 | 21,565,689 |
| Other current financial liabilities | 1.h, 4 and 18 | 445,463 | 257,783 | 285,904 |
| Other creditors | 4 and 22 | 8,234,481 | 8,230,256 | 6,647,364 |
| Other current liabilities | 1.r, 1.x, 4 and 22 | 25,032,477 | 26,055,928 | 28,286,762 |
| Total current liabilities | 53,113,592 | 57,996,325 | 58,766,170 | |
| 1,114,323,655 | 1,075,235,465 | 1,090,426,447 |
The notes are an integral part of the consolidated financial statements at 30 September 2015 and 2014 (restated note 1).
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério António Bernardo Aranha da Gama Lobo Xavier Maria Cláudia Teixeira de Azevedo
| (Amounts expressed in Euro) | Notes | September 2015 (not audited) |
July to September 2015 (not audited) |
September 2014 (not audited) |
'July to September 2014 (not audited) |
December 2014 |
|---|---|---|---|---|---|---|
| Sales | 1.r and 22 | 32,019,249 | 11,399,729 | 28,958,448 | 11,072,877 | 38,375,020 |
| Services rendered | 1.r and 22 | 67,656,846 | 21,177,941 | 60,609,536 | 20,509,843 | 83,341,646 |
| Other operating revenues | 1.q and 22 | 1,292,441 | 502,855 | 2,165,989 | 1,515,465 | 2,761,594 |
| 100,968,536 | 33,080,525 | 91,733,973 | 33,098,185 | 124,478,260 | ||
| Cost of sales | 1.i | (26,403,393) | (9,733,113) | (23,773,189) | (8,905,136) | (30,341,304) |
| External supplies and services | 1.h, 19 and 22 | (33,102,710) | (9,661,860) | (30,574,185) | (9,945,620) | (41,853,327) |
| Staff expenses | 1.x and 27 | (37,269,520) | (12,485,462) | (32,512,423) | (11,839,175) | (44,454,793) |
| Depreciation and amortisation | 1.c, 1.d, 1.f, 5, 6 and 7 | (5,555,185) | (1,927,887) | (4,833,314) | (1,722,797) | (7,142,387) |
| Provisions and impairment losses | 1.j, 1.o, 1.w and 17 | (502,201) | 331,263 | - | - | (25,972) |
| Other operating costs | (213,409) | (95,119) | (238,704) | (11,641) | (320,238) | |
| (103,046,418) | (33,572,178) | (91,931,815) | (32,424,369) | (124,138,021) | ||
| Gains and losses in associated companies and companies jointly controlled | 1.b, 8 and 20 | 16,346,079 | 5,636,552 | 16,280,727 | 7,307,086 | 15,742,802 |
| Gains and losses on financial assets at fair value through profit or loss | 1.g, 9 and 20 | 25,270,317 | 2,159,390 | (6,925,422) | (333,000) | (1,975,451) |
| Other financial expenses | 1.h, 1.m, 1.v, 1.w, 20 and 22 | (2,352,639) | (1,082,843) | (1,640,590) | (30,595) | (2,404,912) |
| Other financial income | 1.v, 20 and 22 | 2,329,037 | 696,683 | 2,564,376 | 679,465 | 2,959,024 |
| Current income / (loss) | 39,514,912 | 6,918,129 | 10,081,249 | 8,296,772 | 14,661,702 | |
| Income taxation | 1.p, 11 and 21 | (527,094) | (378,860) | (385,616) | (730,876) | (689,789) |
| Consolidated net income/(loss) for the period of continued operations | 38,987,818 | 6,539,269 | 9,695,633 | 7,565,896 | 13,971,913 | |
| Consolidated net income/(loss) for the period of discontinued operations | 2 5 |
- | - | 13,125,666 | 12,690,045 | 13,125,666 |
| Consolidated net income/(loss) for the period | 38,987,818 | 6,539,269 | 22,821,299 | 20,255,941 | 27,097,579 | |
| Attributed to: | ||||||
| Shareholders of parent company | 2 6 |
40,291,529 | 6,837,831 | 23,039,634 | 20,469,898 | 27,958,229 |
| Non-controlling interests | (1,303,711) | (298,562) | (218,335) | (213,957) | (860,650) | |
| Earnings per share | 2 6 |
|||||
| Including discontinued operations: | ||||||
| Basic | 0.13 | 0.02 | 0.07 | 0.06 | 0.09 | |
| Diluted | 0.13 | 0.02 | 0.07 | 0.06 | 0.09 | |
| Excluding discontinued operations: | ||||||
| Basic | 0.13 | 0.02 | 0.03 | 0.02 | 0.05 | |
| Diluted | 0.13 | 0.02 | 0.03 | 0.02 | 0.05 | |
The notes are an integral part of the consolidated financial statements at 30 September 2015 and 2014.
Ângelo Gabriel Ribeirinho Paupério
António Bernardo Aranha da Gama Lobo Xavier
For the periods ended at 30 September 2015 and 2014 and for the year ended at 31 December 2014
| (Amounts expressed in Euro) | Notes | September 2015 (not audited) |
July to September 2015 (not audited) |
September 2014 (not audited) |
'July to September 2014 (not audited) |
December 2014 |
|---|---|---|---|---|---|---|
| Consolidated net income / (loss) for the period | 38,987,818 | 6,539,269 | 22,821,299 | 20,255,941 | 27,097,579 | |
| Components of other consolidated comprehensive income, net of tax, that will be reclassified subsequently to profit or loss: |
||||||
| Changes in reserves resulting from the application of equity method | 8 | 3,088,982 | (2,424,162) | (13,098,985) | 3,956,452 | 2,687,127 |
| Changes in currency translation reserve and other | 1.v | (57,368) | (483,258) | 1,338,813 | 978,330 | 766,596 |
| Consolidated comprehensive income for the period | 42,019,432 | 3,631,849 | 11,061,127 | 25,190,723 | 30,551,302 | |
| Attributed to: | ||||||
| Shareholders of parent company | 43,323,143 | 3,930,411 | 11,279,462 | 25,404,680 | 31,411,952 | |
| Non-controlling interests | (1,303,711) | (298,562) | (218,335) | (213,957) | (860,650) |
The notes are an integral part of the consolidated financial statements at 30 September 2015 and 2014.
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
António Bernardo Aranha da Gama Lobo Xavier
For the periods ended at 30 September 2015 and 2014 (restated note 1)
| Reserves | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in Euro) | Share capital | Own shares | (note 14) Share premium | Legal reserves |
Reserves for Medium Term Incentive Plans (note 27) |
Reserves of own shares |
Other reserves (restated) |
Total reserves | Non- -controlling interests |
Net income / (loss) |
Total |
| 2015 | |||||||||||
| Balance at 31 December 2014 (restated - note 1) | 230,391,627 | (7,686,952) | 775,290,377 | 13,152,684 | - | 7,686,952 | (27,694,429) | 768,435,584 | - | 27,958,229 1,019,098,488 | |
| Appropriation of the consolidated net result of 2014 | |||||||||||
| Transfers to other reserves | - | - | - | - | - | - | 27,958,229 | 27,958,229 | - | (27,958,229) | - |
| Dividend Distribution | - | - | - | - | - | - | (13,759,606) | (13,759,606) | - | - | (13,759,606) |
| Percentage change in subsidiaries | - | - | - | - | - | - | (417,936) | (417,936) | - | - | (417,936) |
| Consolidated comprehensive income for the period ended at 30 September 2015 |
- | - | - | - | - | - | 3,031,614 | 3,031,614 | - | 40,291,529 | 43,323,143 |
| Balance at 30 September 2015 | 230,391,627 | (7,686,952) | 775,290,377 | 13,152,684 | - | 7,686,952 | (10,882,128) | 785,247,885 | - | 40,291,529 1,048,244,089 | |
| Non-controlling interests | |||||||||||
| Balance at 31 December 2014 (restated - note 1) | - | - | - | - | - | - | - | - | (632,000) | - | (632,000) |
| Non-controlling interests in comprehensive income | - | - | - | - | - | - | - | - | (1,303,711) | - | (1,303,711) |
| Dividend distribution | - | - | - | - | - | - | - | - | (37,350) | - | (37,350) |
| Percentage change in subsidiaries | - | - | - | - | - | - | - | - | 417,936 | - | 417,936 |
| Other changes | - | - | - | - | - | - | - | - | 60,616 | - | 60,616 |
| Balance at 30 September 2015 | - | - | - | - | - | - | - | - (1,494,509) | - | (1,494,509) | |
| Total | 230,391,627 | (7,686,952) | 775,290,377 | 13,152,684 | - | 7,686,952 | (10,882,128) | 785,247,885 (1,494,509) | 40,291,529 1,046,749,580 |
The notes are an integral part of the consolidated financial statements at 30 September 2015 and 2014 (restated note 1).
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
António Bernardo Aranha da Gama Lobo Xavier
For the periods ended at 30 September 2015 and 2014 (restated note 1)
| Reserves | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in Euro) | Share capital | Own shares | (note 14) Share premium | Legal reserves |
Reserves for Medium Term Incentive Plans (note 27) |
Reserves of own shares |
Other reserves (restated) |
Total reserves | Non- -controlling interests |
Net income / (loss) |
Total |
| 2014 | |||||||||||
| Balance at 31 December 2013 | 366,246,868 | (7,686,952) | 775,290,377 | 13,152,684 | 1,077,258 | 7,686,952 | (123,115,958) | 674,091,313 | - | 98,425,256 1,131,076,485 | |
| Appropriation of the consolidated net result of 2013 Transfers to other reserves (restated - note 1) |
- | - | - | - | - | - | 98,425,256 | 98,425,256 | - | (98,425,256) | - |
| Consolidated comprehensive income for the period ended at 30 September 2014 |
- | - | - | - | - | - | (11,760,172) | (11,760,172) | - | 23,039,634 | 11,279,462 |
| Reduction of the share capital following the result of the general and voluntary acquisition of own shares (note 13) |
(135,855,241) | - | - | - | - | - | (5,815,229) | (5,815,229) | - | - (141,670,470) | |
| Effect of the recognition of the Medium Term Incentive Plans (notes 1.x and 27) |
- | - | - | - | 105,935 | - | - | 105,935 | - | - | 105,935 |
| Effect of the conversion of the Medium Term Incentive Plans (notes 1.x and 27) |
- | - | - | - | (1,183,193) | - | (1,134,660) | (2,317,853) | - | - | (2,317,853) |
| Early termination of the derivative on owh shares (Notes 22 and 27) | - | - | - | - | - | - | 492,439 | 492,439 | 492,439 | ||
| Balance at 30 September 2014 | 230,391,627 | (7,686,952) | 775,290,377 | 13,152,684 | - | 7,686,952 | (42,908,324) | 753,221,689 | - | 23,039,634 | 998,965,998 |
| Non-controlling interests | |||||||||||
| Balance at 31 December 2013 | - | - | - | - | - | - | - | - | 269,824 | - | 269,824 |
| Non-controlling interests in comprehensive income | - | - | - | - | - | - | - | - | (218,335) | - | (218,335) |
| Dividend distribution | - | - | - | - | - | - | - | - | (19,920) | - | (19,920) |
| Other changes | - | - | - | - | - | - | - | - | (113,396) | - | (113,396) |
| Balance at 30 September 2014 | - | - | - | - | - | - | - | - | (81,827) | - | (81,827) |
| Total | 230,391,627 | (7,686,952) | 775,290,377 | 13,152,684 | - | 7,686,952 | (42,908,324) | 753,221,689 | (81,827) | 23,039,634 | 998,884,171 |
The notes are an integral part of the consolidated financial statements at 30 September 2015 and 2014 (restated note 1).
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
António Bernardo Aranha da Gama Lobo Xavier
For the years ended 30 September 2015 and 2014
| (Amounts expressed in Euro) | September 2015 (not audited) |
September 2014 (not audited) |
||
|---|---|---|---|---|
| Operating activities | ||||
| Receipts from trade debtors | 102,793,546 | 96,474,949 | ||
| Payments to trade creditors | (62,285,717) | (59,774,690) | ||
| Payments to employees | (42,278,277) | (37,541,182) | ||
| Cash flows generated by operations | (1,770,448) | (840,923) | ||
| Payments / receipts relating to income taxes, net | (2,307,279) | (1,398,511) | ||
| Other receipts / payments relating to operating activities, net | 3,491,359 | (2,461,980) | ||
| Cash flows from operating activities (1) | (586,368) | (4,701,414) | ||
| Investing activities | ||||
| Receipts from: | ||||
| Financial investments | - | 15,400,849 | ||
| Tangible assets | 4,072 | 8,296 | ||
| Intangible assets | - | 239,156 | ||
| Dividends | 17,357,220 | 8,642,154 | ||
| Interest and similar income | 1,386,615 | 6,023,029 | ||
| Payments for: | ||||
| Financial investments | - | (5,522,187) | ||
| Tangible assets | (1,115,954) | (1,161,062) | ||
| Intangible assets | (1,438,649) | (1,204,374) | ||
| Cash flows from investing activities (2) | 16,193,304 | 22,425,861 | ||
| Financing activities | ||||
| Receipts from: | ||||
| Loans obtained | - | 2,201,037 | ||
| Payments for: | ||||
| Leasing | (152,373) | (128,980) | ||
| Interest and similar expenses | (716,539) | (3,328,416) | ||
| Dividends | (13,796,956) | (19,920) | ||
| Loans obtained | (625,382) | (21,558,910) | ||
| Cash flows from financing activities (3) | (15,291,250) | (22,835,189) | ||
| Net cash flows (4)=(1)+(2)+(3) | 315,686 | (5,110,742) | ||
| Effect of the foreign exchanges | (310,620) | 162,689 | ||
| Effect of the discontinued operations | - | (1,051,278) | ||
| Cash and cash equivalents at the beginning of the period | 181,795,347 | 188,004,715 | ||
| Cash and cash equivalents at the end of the period | 181,800,413 | 182,005,384 |
The notes are an integral part of the consolidated financial statements at 30 September 2015 and 2014.
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
António Bernardo Aranha da Gama Lobo Xavier
For the periods ended 30 September 2015 and 2014
| September 2015 (not audited) |
September 2014 (not audited) |
|
|---|---|---|
| a) Amounts received of sales Mainroad |
13,354,926 | |
| - | ||
| S21 | - | 2,045,923 |
| - | 15,400,849 | |
| b) Amounts paid of acquisitions | ||
| Sonae SGPS shares acquisition | - | 5,522,187 |
| - | 5,522,187 | |
| c) Amounts received of dividends | ||
| ZOPT | 15,815,466 | 7,250,000 |
| NOS SGPS | 1,541,754 | 1,321,504 |
| Unipress | - | 70,650 |
| 17,357,220 | 8,642,154 |
| Notes (not audited) (not audited) |
|---|
| Cash in hand 12 20,326 26,448 |
| Cash at bank 12 20,932,288 71,534,070 |
| Treasury applications 12 161,904,480 110,239,895 |
| Overdrafts 12 and 15 (851,710) (297,456) |
| Cash and cash equivalents 182,005,384 181,502,957 |
| Overdrafts 851,710 297,456 |
| 182,857,094 Cash assets 181,800,413 |
| Notes | September 2015 (not audited) |
September 2014 (not audited) |
|
|---|---|---|---|
| a) Bank credit obtained and not used | 15 | 2,693,931 | 1,198,056 |
| b) Purchase of company through the issue of shares | Not applicable | Not applicable | |
| c) Conversion of loans into shares | Not applicable | Not applicable |
| Activity | Cash flow from operating activities |
Cash flow from investing activities |
Cash flow from financing activities |
Net cash flows |
|---|---|---|---|---|
| 2015 | ||||
| Multimedia | (1,475,354) | (614,580) | 16,693 | (2,073,241) |
| Information Systems | 4,165,812 | (1,758,487) | (1,240,149) | 1,167,176 |
| Holding | (3,276,826) | 18,566,371 | (14,067,794) | 1,221,751 |
| (586,368) | 16,193,304 | (15,291,250) | 315,686 |
| Activity | Cash flow from operating activities |
Cash flow from investing activities |
Cash flow from financing activities |
Net cash flows |
|---|---|---|---|---|
| 2014 | ||||
| Multimedia | (2,514,050) | (361,954) | (42,443) | (2,918,447) |
| Information Systems | (1,721,038) | 14,013,462 | 57,513 | 12,349,937 |
| Holding | (466,326) | 8,774,353 | (22,850,259) | (14,542,232) |
| (4,701,414) | 22,425,861 | (22,835,189) | (5,110,742) |
The notes are an integral part of the consolidated financial statements at 30 September 2015 and 2014.
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
António Bernardo Aranha da Gama Lobo Xavier
SONAECOM, SGPS 6 June 1988, under the name Sonae Tecnologias de Informação, S.A. and has its head office at Lugar de Espido, Via Norte, Maia Portugal. It is the parent company of the Group of companies listed in notes 2 and
Pargeste, SGPS information technology area were transferred to the Company through a demerger-merger process, executed by public deed dated 30 September 1997.
On 3 November increased, its Articles of Association were modified and its name was changed to Sonae.com, SGPS, S.A.. Since then the corporate object has been the management of investments in other companies. Also on 3 November 1999, capital was re-denominated to Euro, being represented by one hundred and fifty million shares with a nominal value of 1 Euro each.
On 1 June 2000, the Company carried out a Combined Share Offer, involving the following:
In addition to the Co capital was increased under the terms explained below. The new shares were fully subscribed for and paid up by Sonae, SGPS, S.A. (a Shareholder of Sonaecom, hereinafter referred as subscribed for and paid up on the date the price of the Combined Share Offer was determined, and paid up in cash, 31,000,000 new ordinary shares of 1 Euro each being issued. The subscription price for the new shares was the same as that fixed for the sale of shares in the aforementioned Combined Share Offer, which was Euro 10.
In addition, in this year, Sonae sold 4,721,739 Sonaecom shares under an option granted to the banks leading the Institutional Offer for Sale and 1,507,865 shares to Sonae Group managers and to the former owners of the companies acquired by Sonaecom.
17 June 181,000,000 to Euro 226,250,000 by public subscription reserved for the existing Shareholders, 45,250,000 new shares of 1 euro each having been fully subscribed for and paid up at the price of Euro 2.25 per share.
On 30 April d by public deed to SONAECOM, SGPS, S.A..
By decision of 12 September Euro 70,276,868, from Euro 226,250,000 to Euro 296,526,868, by the issuance of 70,276,868 new shares of 1 euro each and with a share premium of Euro 242,455,195, fully subscribed by France Télécom. The corresponding public deed was executed on 15 November 2005.
By decision of the Shareholders General Meeting held on 18 September Euro 69,720,000, from Euro 296,526,868 to Euro 366,246,868, by the issuance of 69,720,000 new shares of 1 euro each and with a share premium of Euro 275,657,217, subscribed by 093X Telecomunicações Celulares, S.A. ( EDP ) and Parpública Participações Públicas, SGPS, S.A. ( Parpública ). The corresponding public deed was executed on 18 October 2006.
By decision of the Shareholders General Meeting held on 16 April 2008, bearer shares were converted into registered shares.
During the year ended at 31 December 2013, the merger between Zon Multimédia Serviços de Telecomunicações e (note 8) was closed. Accordingly, the telecommunications segment was classified, for presentation purposes, as a discontinued operation and t usiness became of, rather than the holding activity:
Consequently, since the merger mentioned above, the telecommunications segment became jointly controlled (note 8).
On 5 February 2014, Sonaecom made public the decision to launch a general and voluntary tender offer for the acquisition of shares representing the share capital of Sonaecom. The offer was general and voluntary, with the offered obliged to acquire all the shares that were the object of the offer and were, until the end of the respective period, subject to valid acceptance by the recipients.
The period of the offer, during which sales orders were received, ran for two weeks, beginning on 6 February and ending on 19 February 2014. On 20 February 2014, the results of the offer were released. The level of acceptance reached 62%, corresponding to 54,906,831 Sonaecom shares (notes 9 and 17).
In 2014 Sonaecom reduced its share capital to Euro 230,391,627.
Euronext Lisbon announced Sonaecom exclusion from the PSI-20 from 24 February 2014 forward.
The Group operates in Portugal and has subsidiaries (from the information systems consultancy segment) operating in about 12 countries.
Since 1 January 2001, all Group companies based in the Euro zone have adopted the Euro as their base currency for processing, systems and accounting.
The consolidated financial statements are also presented in euro, rounded at unit, and the transactions in foreign currencies are included in accordance with the accounting policies detailed below.
The accompanying financial statements relate to the consolidated financial statements of the Sonaecom Group and have been prepared on a going concern basis, based on the accounting records of the companies included in the consolidation through full consolidation method (note 2) in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union (EU). These financial statements were prepared based on the acquisition cost, except for the revaluation of some financial instruments.
For Sonaecom, there are no differences between IFRS as adopted by European Union and IFRS published by the International Accounting Standards Board, with the exception of the start dates of the adoption of the standards indicated below.
Sonaecom adopted IFRS for the first time according to SIC 8 (First-time adoption of IAS) on 1 January 2003.
The following standards, interpretations, amendments and revisions have been approved (endorsed) by the European Union, and have mandatory application to financial years beginning on or after 1 January 2015 and were first adopted in the period ended at 30 September 2015:
| Effective date (annual periods |
|---|
| beginning on or |
| after) |
| 1-Jul-14 |
| contributions that are independent of the number of years of employee |
| 1-Jul-14 |
| amendments to IFRSs in response to eight issues addressed during the |
1-Jul-14 amendments to IFRSs in response to four issues addressed during the
The following standards, interpretations, amendments and revisions have not yet been approved (endorsed) by the European Union, at the date of approval of these financial statements:
| Standard / Interpretation | Effective date |
|---|---|
| (annual periods | |
| beginning on or | |
| after) | |
| IFRS 9 (Financial Instruments) and subsequent | 1-Jan-18 |
| amendments | |
| This standard introduces new requirements for classifying and measuring financial assets. |
|
| Amendments to IFRS 10 - "Consolidated Financial | 1-jan-16 |
|---|---|
| Statements", IFRS 12 - "Disclosure of Interests in | |
| Other Entities" and IAS 28 - "Investments in | |
| Associates and Joint Ventures" | |
| The purposed of these amendments is to clarify several issues regarding |
the application of the requirement for investment entities to measure subsidiaries at fair value instead of consolidating them.
| Standard / Interpretation, | ||||
|---|---|---|---|---|
beginning on or
1-Jan-16
IFRS 10 and IAS 28 - Amendments(Sale or Contribution of Assets between an Investor and its Associate or Joint Venture)
The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those established in IAS 28 (2011), when dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary.
| IFRS 11 - Amendments (Accounting for 1-Jan-16 |
|
|---|---|
| -------------------------------------------------- | -- |
Acquisitions of Interests in Joint Operations) The objective was to add new guidance on the accounting for the acquisition of an interest in a joint by controlled operation that constitutes a business. The IASB decided which acquirers of such interests shall apply all the principles applied to business combinations accounting as established in IFRS 3 - "Business Combinations", and other IFRSs, that do not conflict with the guidance provided in IFRS 11.
IFRS 14 (Regulatory Deferral Accounts) 1-Jan-16 Permits an entity which is a first-time adopter of IFRS to continue to account, with some limited changes, for 'regulatory deferral account balances', in accordance with its previous GAAP, both on initial adoption of IFRS and in subsequent financial statements.
IFRS 15 (Revenue from Contracts with Customers) 1-Jan-17 IFRS 15 specifies how and when an IFRS reporter will recognise revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard provides a single, principles based five-step model to be applied to all contracts with customers.
Amendments to IAS 1 - Presentation of Financial Statements (Disclosures) 1-Jan-16
The amendment introduces a set of directions and guidelines to improve and simplify the disclosures in the context of current IFRS reporting requirements.
IAS 16 and IAS 38 - Amendments (Clarification of Acceptable Methods of Depreciation and Amortisation) 1-Jan-16
The IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects more factors other than the consumption of the economic benefits embodied in the asset.
IAS 16 and IAS 41 - Amendments (Agriculture: Bearer Plants)
1-Jan-16
The amendments bring bearer plants, which are used solely to grow produce, into the scope of IAS 16 so that they are accounted for in the same way as property, plant and equipment.
| Standard / Interpretation | Effective date |
|---|---|
| (annual periods | |
| beginning on or | |
| after) | |
| IAS 27: Amendments (Equity Method in Separate | 1-Jan-16 |
| Financial Statements) | |
This amendment will allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements.
1-Jan-16 amendments to IFRSs in response to issues addressed during the
the European Union and, as such, were not adopted by the Group for the year ended at 30 September 2015. Their application is not yet mandatory.
It is estimated that the application of these standards and interpretations, when applicable, will have no material effect on future consolidated financial statements.
Fisco e Segurança Social (Decreto-Lei 248-A de 2002 e Decreto-Lei nº 151- Sonae and Sonaecom made payments to the Portuguese State regarding previous years taxes settlements, which by the time of the payments both companies have already initiated judicial oppositions, therefore the processes flow in the competent courthouses.
The evaluation done until the mentioned payments, which has not been changed ever since, inform that the processes are related to contingencies which the probability of becoming real in resources of outcome is low, being the processes motivated by the different interpretations of the fiscal legislation and, as a consequence, resolving into fiscal doubtful postures. As a result of the mentioned evaluation, the amounts involved are expressed on the financial originate any liabilities.
The amount paid within the mentioned regulations has been Other current debtors captions, Share-based Payment to Sonaecom, it only has been paid amounts about taxes other than IRC. So, s normative treatment, Sonae and Sonaecom have decided, as an analogy, a policy alike the one related to IRC payments.
However, CMVM disagrees with the interpretation and has requested to Sonae the retrospective correction of the
financial statements under the argumentation that payments related to taxes other than IRC must be considered as contingent assets. Although Sonae and Sonaecom do not restated of the financial statements in conformity.
| Consolidated balance for the period ended at 30 September 2014 | ||||||
|---|---|---|---|---|---|---|
| (Amounts expressed in Euro) | Before the | Restatement | After the | |||
| change | of "RERD" | change | ||||
| Assets | ||||||
| Non-current assets | ||||||
| Total non-current assets | 773,136,168 | - | 773,136,168 | |||
| Current assets | ||||||
| Financial assets at fair value through profit or loss | 54,014,592 | - | 54,014,592 | |||
| Inventories | 815,763 | - | 815,763 | |||
| Trade debtors | 39,417,665 | - | 39,417,665 | |||
| Other current debtors | 17,271,442 | 5,413,223 | 11,858,219 | |||
| Other current assets | 13,135,964 | - | 13,135,964 | |||
| Cash and cash equivalents | 182,857,094 | - | 182,857,094 | |||
| Total current assets | 307,512,520 | 5,413,223 | 302,099,297 | |||
| Total assets | 1,080,648,688 | 5,413,223 | 1,075,235,465 | |||
| Shareholders' funds and liabilities | ||||||
| Shareholders' funds | ||||||
| Share capital | 230,391,627 | - | 230,391,627 | |||
| Own shares | (7,686,952) | - | (7,686,952) | |||
| Reserves | 758,634,912 | 5,413,223 | 753,221,689 | |||
| Consolidated net income/(loss) for the period | 23,039,634 | - | 23,039,634 | |||
| 1,004,379,221 | 5,413,223 | 998,965,998 | ||||
| Non-controlling interests | (81,827) | - | (81,827) | |||
| 1,004,297,394 | 5,413,223 | 998,884,171 | ||||
| Liabilities | ||||||
| Non-current liabilities | ||||||
| Total non-current liabilities | 18,354,969 | - | 18,354,969 | |||
| Current liabilities | ||||||
| Total current liabilities | 57,996,325 | - | 57,996,325 | |||
| 1,080,648,688 | 5,413,223 | 1,075,235,465 |
The accounting policies and measurement criteria adopted by the Group on 30 September 2015 are comparable with those used in the preparation of 30 September 2014 financial statements.
The main accounting policies used in the preparation of the accompanying consolidated financial statements are as follows:
Investments in companies in which the Group has direct or indirect voting rights at Shareh excess of 50%, or in which it has control over the financial and operating policies (definition of control used by the Group) were fully consolidated in the accompanying consolidated financial statements. Third party participations in the recorded separately in the consolidated balance sheet and in the consolidated profit and loss statement, respectively, under Non-controlling
Total comprehensive income is attributed to the owners of the Shareholders of parent company and the non-controlling
interests even if this results in a deficit balance of noncontrolling interests.
In the acquisition of subsidiaries, the purchase method is applied. The results of subsidiaries bought or sold during the year are included in the profit and loss statement as from the date of acquisition (or of control acquisition) or up to the date of sale (or of control cession). Intra-Group transactions, balances and dividends are eliminated.
The expenses incurred with the acquisition of investments in Group companies are recorded as cost when they are incurred. The fully consolidated companies are listed in note 2.
b) Investments in associated companies and companies jointly controlled
Investments in associated companies correspond to investments in which the Group has significant influence (generally investments representing between 20% and 50% of and are recorded using the equity method.
The investments in companies jointly controlled are also recorded using the equity method. The classification of these investments is determinate based on Shareholders Agreements, which regulate the shared control.
In accordance with the equity method, investments are share of the net results of associated companies, against a corresponding entry to gain or loss for the year, and by the amount of dividends received, as well as by other changes in the equity of the associated companies, which are recorded by assessment of the investments in associated companies and companies jointly controlled is performed annually, with the aim of detecting possible impairment situations.
associated company or a company jointly controlled exceeds the book value of the investment, the investment is recorded at nil value, except when the Group has assumed commitments to the associated company or a company jointly controlled, a situation when a provision is recorded
The difference between the acquisition price of the investments in associated companies and companies jointly controlled and the fair value of identifiable assets and liabilities at the time of their acquisition, when positive, is recorded as Goodwill, included in the investment value and, when negative, after a reassessment, is recorded, directly, in the profit and companies in associated companies and companies jointly controlled .
A description of the associated companies and companies jointly controlled is disclosed in note 8.
Tangible assets are recorded at their acquisition cost less accumulated depreciation and less estimated accumulated impairment losses.
Depreciations are calculated on a straight-line monthly basis as from the date the assets are available for use in the necessary conditions to operate as intended by the management, by a corresponding charge under the profit and
Impairment losses detected in the realisation value of tangible assets are recorded in the year in which they arise, by a
The annual depreciation rates used correspond to the estimated useful life of the assets, which are as follows:
| Years of | |
|---|---|
| useful life | |
| Buildings and other constructions | 1 - 20 |
| Plant and machinery | 3 - 15 |
| Vehicles | 4 - 5 |
| Fixtures and fittings | 1 - 10 |
| Tools and utensils | 4 |
| Other tangible assets | 4-20 |
Current maintenance and repair expenses of tangible assets are recorded as costs in the year in which they occur. Improvements of significant amount, which increase the estimated useful life of the assets, are capitalised and depreciated in accordance with the remaining estimated useful life of the corresponding assets.
The estimated costs related with the mandatory dismantling and removal of tangible assets, incurred by the Group, are capitalised and depreciated in accordance with the estimated useful life of the corresponding assets.
Work in progress corresponds to tangible assets still in the construction/development stage which are recorded at their acquisition cost. These assets are depreciated as from the moment they are in condition to be used and when they are ready to start operating as intended by the management.
Intangible assets are recorded at their acquisition cost less accumulated amortisation and less estimated accumulated impairment losses. Intangible assets are only recognised if it is likely that they will bring future economic benefits to the Group, if the Group controls them and if their cost can be reasonably measured.
Intangible assets comprise, essentially, software, brands, patents, portfolios (value attributed under the purchase price allocation in business combinations) and know-how.
Amortisations of intangible assets are calculated on a straightline monthly basis, over the estimated useful life of the assets (one to nineteen years, but most of which are amortized between 3 and 6 years), as from the month in which the corresponding expenses are incurred. The amortisation of the aight-line basis over the estimated average retention period of the customers (six years).
Expenditures with internally-generated intangible assets, namely research and development expenditures, are recognised in the profit and loss statement when incurred.
Development expenditures can only be recognised as an intangible asset if the Group demonstrates the ability to complete the project and is able to put it in use or available for sale.
Amortisation for the period is recorded in the profit and loss st
Brands and patents are recorded at their acquisition cost and are amortised on a straight-line basis over their respective estimated useful life. When the estimated useful life is undetermined, they are not depreciated but are subject to annual impairment tests.
Sonaecom Group does not hold any brands or patents with undetermined useful life, therefore the second half of the above referred paragraph is not applicable.
The differences between the price of investments in subsidiaries added the value of non-controlling interests, and the amount attributed to the fair value of the identifiable assets and liabilities at the time of their acquisition, when positive, are negative, after a reappreciation of its calculation, are recorded directly in the profit and loss statement. The Group will choose, on an acquisition-by-acquisition basis, to measure non-controlling interests either at their proportionate interest on the fair value of the assets and liabilities acquired, or at the fair value of the non-controlling interests themselves. Until 1 January 2010, non-controlling interests were always measured at their proportionate interest on the fair value of the acquired assets and liabilities.
Contingent consideration is recognised as a liability, at the acquisition-date, according to its fair value, and any changes to
only as months after the acquisition-date) and as long as they relate to facts and circumstances that existed at the acquisition date, otherwise these changes must be recognised in profit or loss.
Transactions regarding the acquisition of additional interests in a subsidiary after control is obtained, or the partial disposal of an investment in a subsidiary while control is retained, are accounted for as equity transactions impacting the sharehol funds captions, and without giving rise to any recognised.
The moment a sales transaction to generate a loss of control, should be derecognised assets and liabilities of the entity and any interest retained in the entity sold should be remeasured at fair value and any gain or loss calculated on the sale is recorded in results.
Until 1 January estimated period of recovery of the investments, usually 10 years, and the annual amortisation was recorded in the profit Since 1 January 2004 and in accordance with the IFRS 3 impairment tests (paragraph w). Impairment losses of Goodwill are recorded in the profit and loss statement for the period
The Group classifies its financial instruments in the following -to- -foron the purpose for which the investments were acquired.
The classification of the investments is determined at the initial recognition and re-evaluated every quarter.
This category has two sub-categories: financial assets held for trading and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if it has been acquired mainly with the purpose of selling it in the short term or if the adoption of this method allows reducing or eliminating an accounting mismatch. Derivatives are also registered as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to mature within 12 months of the balance sheet date.
Loans and receivables are non-derivative financial assets with fixed or variable payments that are not quoted in an active market. These financial investments arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable.
Loans and receivables are carried at amortised cost using the effective interest method, deducted from any impairment losses.
Loans and receivables are recorded as current assets, except when their maturity is greater than 12 months from the balance sheet date, a situation in which they are classified as non-current assets. Loans and receivables are included in the balance sheet.
Held-to-maturity investments are non-derivative financial assets with fixed or variable payments and with fixed intention and ability to hold until their maturity.
On 30 September 2015 Held-to- .
Available-for-sale financial assets are non-derivative investments that are either designated in this category or not classified in any of the other above referred categories. They are included in non-current assets unless management intends to dispose them within 12 months of the balance sheet date.
Purchases and sales of investments are recognised on tradedate the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair sets at fair value the transaction costs are recorded in the profit and loss statement. Investments are derecognised when the rights to receive cash flows from the investments have expired or all substantial risks and rewards of their ownership have been transferred.
-forvalue.
-toare carried at amortised cost using the effective interest method.
Realised or unrealised gains and losses arising from changes in the fair value of financial assets classified at fair value through profit or loss are recognised in the profit and loss statement. Realised and unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in equity. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the profit and loss statement as gains or losses from investment securities.
The fair value of quoted investments is based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using other valuation techniques. These include the use of recent discounted cash flow analysis, and option pricing models these techniques can be used, the Group values those investments at cost net of any identified impairment losses. The fair value of listed investments is determined based on the closing Euronext share price at the balance sheet date.
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In case of equity securities classified as available-for-sale, a significant (above 25%) or prolonged decline in the fair value of the security below its cost is considered in determining whether the securities are impaired. If such evidence exists for available-for-sale financial assets, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment losses on that financial asset previously recognised in profit or loss is removed from equity and recognised in the profit and loss statement.
Lease contracts are classified as financial leases, if, in substance, all risks and rewards associated with the detention of the leased asset are transferred by the lease contract or as operational leases, if, in substance, there is no transfer of risks and rewards associated with the detention of the leased assets. The lease contracts are classified as financial or operational in accordance with the substance and not with the form of the respective contracts.
Tangible assets acquired under finance lease contracts and the related liabilities are recorded in accordance with the financial method. Under this method the tangible assets, the corresponding accumulated depreciation and the related liability are recorded in accordance with the contractual financial plan at fair value or, if less, at the present value of payments. In addition, interests included in lease payments and the depreciation of the tangible assets are recognised as expenses in the profit and loss statement for the period to which they relate.
Assets under long-term rental contracts are recorded in accordance with the operational lease method. In accordance with this method, the rents paid are recognised as an expense, over the rental period.
Inventories are stated at their acquisition cost, net of any impairment losses, which reflects their estimated net realisable value.
Accumulated inventory impairment losses reflect the difference between the acquisition cost and the realisable amount of inventories, as well as the estimated impairment losses due to low turnover, obsolescence and deterioration, and are registered in profit and loss s sales
Trade and other current debtors are recorded at their net realisable value and do not include interests, since the discount effect is not significant.
These financial instruments arise when the Group provides money, supplies goods or provides services directly to a debtor with no intention of trading the receivable.
The amounts of these captions are presented net of any impairment losses and are registered in profit and loss statem Future reversals of impairment losses are recorded in the profit and lo Provisions and impairment losses
bank deposits and other treasury applications where the risk of change in value is insignificant.
The consolidated cash flow statement has been prepared in accordance with IAS 7, using the direct method. The Group investments that mature in less than three months, for which bank overdrafts, which are reflected in the balance sheet -
The cash flow statement is classified by operating, financing and investing activities. Operating activities include collections from customers, payments to suppliers, payments to personnel and other flows related to operating activities. Cash
flows from investing activities include the acquisition and sale of investments in associated, subsidiary companies and companies jointly controlled as well as receipts and payments resulting from the purchase and sale of fixed assets. Cash flows from financing activities include payments and receipts relating to loans obtained and finance lease contracts.
All amounts included under this caption are likely to be realised in the short term and there are no amounts given or pledged as guarantee.
Loans are rec expenses incurred in setting up loans are recorded as a deduction to the nominal debt and recognised during the period of the loan, based on the effective interest rate method. The interests incurred but not yet due are added to the loans caption until their payment.
m) Financial expenses relating to loans obtained Financial expenses relating to loans obtained are generally recognised as expenses at the time they are incurred. Financial expenses related to loans obtained for the acquisition, construction or production of fixed assets are capitalised as part of the cost of the assets. These expenses are capitalised starting from the time of preparation for the construction or development of the asset and are interrupted when the assets are ready to operate, at the end of the production or construction phases or when the associated project is suspended.
The Group only uses derivatives in the management of its financial risks to hedge against such risks. The Group does not use derivatives for trading purposes.
The cash flow hedges used by the Group are related to:
In cases where the hedge instrument is not effective, the amounts that arise from the adjustments to fair value are recorded directly in the profit and loss statement.
On 30 September 2015, the Group had foreign exchange forwards to hedge the foreign currency risk related to account receivables in dollars (note 1.v), in addition to those mentioned in note 1.x.
Provisions are recognised when, and only when, the Group has a present obligation (either legal or implicit) resulting from a past event, the resolution of which is likely to involve the disbursement of funds by an amount that can be reasonably estimated. Provisions are reviewed at the balance sheet date and adjusted to reflect the best estimate at that date.
Provisions for restructurings are only registered if the Group has a detailed plan and if that plan has already been communicated to the parties involved.
Contingent liabilities are not recognised in the consolidated financial statements but are disclosed in the notes, if the possibility of a cash outflow affecting future economic benefits is remote.
Contingent assets are not recognised in the consolidated financial statements but are disclosed in the notes when future economic benefits are likely to occur.
payable and deferred tax. Income tax is recognised in accordance with IAS 12
Sonaecom is under the special regime for the taxation of groups of companies, from which Sonae, SGPS is the dominant company since 1 January 2015. Sonaecom records the income tax on their individual accounts and the tax calculated is record under the caption of group companies. The special regime for the taxation of groups of companies covers all direct or indirect subsidiaries, and even through companies resident in another Member State of the European Union or the European Economic Area, only if, in the last case, there is an obligation of administrative cooperation, on which the Group holds at least 75% of their share capital, where such participation confers more than 50% of voting rights, if meet certain requirements.
Deferred taxes are calculated using the liability method and reflect the timing differences between the amount of assets and liabilities for accounting purposes and the respective amounts for tax purposes.
Deferred tax assets are only recognised when there is reasonable expectation that sufficient taxable profits shall arise in the future to allow such deferred tax assets to be used. At the end of each year the recorded and unrecorded deferred tax assets are revised and they are reduced whenever their realisation ceases to be probable, or increased if future taxable profits are, likely, enabling the recovery of such assets (note 11).
Deferred taxes are calculated with the tax rate that is expected to be in force at the time the asset or liability will be used based on decreed tax rate or substantially decreed tax rate at balance sheet date.
Whenever deferred taxes derive from assets or liabilities situations, deferred taxes are always recorded in the profit and loss statement.
Subsidies awarded to finance personnel costs are recognised as less cost during the period in which the Group incurs the associated costs and are included in the profit and loss statement .
Subsidies awarded to finance investments are recorded as deferred income on the Balance Sheet and are included in the . Subsidies are recognized during the estimated useful life of the corresponding assets.
For businesses in the digital security area, non-repayable subsidies are recognized in the balance sheet as deferred income and are recognized in the profit and loss statement in 'Other operating income'. The incentive is recognized during the project development period.
The reimbursable subsidies are recognized in the balance sheet as liabilities in 'Medium and long-term loans net of short-term portion ' and 'Short-term loans and other loans' and are depreciated in accordance with the established payment plans. These subsidies are recorded at amortized cost in accordance with the method of effective interest rate.
Expenses and income are recorded in the period to which they relate, regardless of their date of payment or receipt. Estimated amounts are used when actual amounts are not known.
The costs attributable to current year and whose expenses will only occur in future years are estimated and recorded under -current when it is possible to estimate reliably the amount and the timing of occurrence of the expense. If there is uncertainty regarding both the date of disbursement of funds, and the amount of the obligation, the value is classified as Provisions (paragraph o).
Sales revenues are recognised in the consolidated profit and loss statement when the significant risks and rewards associated with the ownership of the assets are transferred to the buyer and the amount of the corresponding revenue can be reasonably quantified. Sales are recognised before taxes and net of discounts.
The revenues and costs of the consultancy projects developed in the information systems consultancy segment are recognised in each period, according to the percentage of completion method.
Non-current financial assets and liabilities are recorded at fair value and, in each period, the financial actualization of the fair value is recorded in the profit and loss statement under the
Dividends are r receive such amounts are appropriately established and communicated.
Assets and liabilities due in more than one year from the date of the balance sheet are classified, respectively, as noncurrent assets and non-current liabilities.
as non-current assets and liabilities (notes 11 and 17).
Portuguese commercial legislation requires that at least 5% of until such reserve reaches at least 20% of the share capital. This reserve is not distributable, except in case of liquidation of the Company, but may be used to absorb losses, after all the other reserves are exhausted, or to increase the share capital.
The share premiums relate to premiums generated in the issuance of capital or in capital increases. According to Portuguese Commercial law, share premiums follow the same i.e., they are not distributable, except in case of liquidation, but they can be used to absorb losses, after all the other reserves are exhausted or to increase share capital.
According to IFRS 2 responsibility related with the Medium Term Incentive Plans is ich are not distributable and which cannot be used to absorb losses.
e considered effective (note 1.n)) and it is non-distributable nor can it be used to absorb losses.
The own shares reserve reflects the acquisition value of the own shares and follows the same requirements of legal reserve.
Under Portuguese law, the amount of distributable reserves is determined in accordance with the individual financial statements of the Company, presented in accordance with IFRS. Additionally, the increments resulting from the application of fair value through equity components, including its implementation through net results, shall be distributed only when the elements that gave rise to them are sold, liquidated or exercised or when they finish their use, in the case of tangible or intangible assets. Therefore, at 30 September 2015, Sonaecom, SGPS, S.A. have free reserves distributable amounting approximately Euro 20.6 million. To this effect were considered as distributable increments resulting from the application of fair value through equity components already exercised during the period ended 30 September 2015.
Own shares a funds. Gains or losses arising from the sale of own shares are
All assets and liabilities expressed in foreign currency were translated into euro using the exchange rates in force at the balance sheet date.
Favourable and unfavourable foreign exchange differences resulting from changes in the rates in force at transaction date and those in force at the date of collection, payment or at the balance sheet date are recorded as income and expenses in the consolidated profit and loss statement of the year, in financial results.
Entities operating abroad with organisational, economic and financial autonomy are treated as foreign entities.
Assets and liabilities of the financial statements of foreign entities are translated into Euro using the exchange rates in force at the balance sheet date, while expenses and income in such financial statements are translated into euro using the average exchange rate for the period. The resulting exchange
Goodwill and adjustments to fair value generated in the acquisitions of foreign entities reporting in a functional currency other than Euro are translated into Euro using the exchange rates prevailing at the balance sheet date.
The following rates were used to translate into Euro the financial statements of foreign subsidiaries and the balances in foreign currency:
| 2015 | 2014 | |||
|---|---|---|---|---|
| 30 | 30 | |||
| September | Average | September | Average | |
| Pounds Sterling | 1.3541 | 1.3766 | 1.2865 | 1.2318 |
| Brazilian Real | 0.2232 | 0.2870 | 0.3245 | 0.3226 |
| American Dollar | 0.8926 | 0.8978 | 0.7947 | 0.7381 |
| Polish Zloti | 0.2356 | 0.2407 | 0.2394 | 0.2395 |
| Australian Dollar | 0.6274 | 0.6849 | 0.6924 | 0.6778 |
| Mexican Peso | 0.0527 | 0.0578 | 0.0588 | 0.0563 |
| Egyptian Pound | 0.1143 | 0.1169 | 0.1107 | 0.1046 |
| Malaysian Ringgit | 0.2031 | 0.2384 | 0.2421 | 0.2278 |
| Chilean Peso | 0.0013 | 0.0014 | 0.0013 | 0.0013 |
| Singapore Dollar | 0.6281 | 0.6585 | 0.6226 | 0.5870 |
| Swiss Franc | 0.9162 | 0.9423 | 0.8290 | 0.8210 |
| Swedish Krona | 0.1063 | 0.1067 | 0.1093 | 0.1107 |
| South African Rand | 0.0645 | 0.0732 | 0.0701 | 0.0688 |
| Angolan Kwanza | 0.0065 | 0.0079 | 0.0081 | 0.0076 |
| Moroccan Dirham | 0.0918 | 0.0923 | 0.0905 | 0.0893 |
On 30 September 2015, the Group had foreign exchange forwards amount to USD 172,000 (USD 352,800, at 30 September 2014), fixing the exchange rate for EUR, which have an average maturity of 1 months (1 month on 30 September 2014).
w) Assets impairment
Impairment tests are performed at the date of each balance sheet and whenever an event or change of circumstances indicates that the recorded amount of an asset may not be recoverable. Whenever the book value of an asset is greater than the amount recoverable, an impairment loss is recognised and recorded in the profit and loss statement caption other assets. The recoverable amount is the greater of the net selling price and the value in use. Net selling price is the amount obtainable upon the sale of an asset in a transaction within the capability of the parties involved, less the costs directly related to the sale. The value in use is the present value of the estimated future cash flows expected to result from the continued use of the asset and of its sale at the end of its useful life. The recoverable amount is estimated for each asset individually or, if this is not possible, for the cashgenerating unit to which the asset belongs.
Evidence of the existence of impairment in accounts receivables appears when:
For certain categories of financial assets for which it is not possible to determine the impairment for each asset individually, the analysis is made for a group of assets. Evidence of an impairment loss in a portfolio of accounts receivable may include past experience in terms of collections, increasing number of delays in collections, as well as changes in national or local economic conditions that are related with the collections capacity.
For goodwill and financial investments in associated companies, the recoverable amount, calculated in terms of value in use, is determined based on the most recent business For goodwill and financial investments in companies jointly controlled the recoverable amount is determinate taking into account with several information as business plans approved by the Board of Directors and the average ratings of external reviewers (researches).
For Accounts receivables, the Group uses historical and statistical information to estimate the amounts in impairment. For Inventories, the impairment is calculated based on market evidence and several indicators of stock rotation.
The accounting treatment of Medium Term Incentive Plans is based on IFRS 2 -based Payments
Under IFRS 2, when the settlement of plans established by the company the estimated responsibility is recorded, as a credit entry, within the headi loss statement.
The quantification of this responsibility is based on fair value and is recognised over the vesting period of each plan (from the award date of the plan until its vesting or settlement date). The total responsibility, at any point of time, is calculated based on the proportion of the vesting period that has
When the responsibilities associated with any plan are covered by a hedging contract, i.e., when those responsibilities are replaced by a fixed amount payable to a third party and when Sonaecom is no longer the party that will deliver the Sonaecom shares, at the settlement date of each plann, the above accounting treatment is subject to the following changes:
For plans settled in cash, the estimated liability is recorded cos respective accounting date. The liability is quantified based on the fair value of the shares as of each balance sheet date. When the liability is covered by a hedging contract, recognition is made in the same way as described above, but with the liability being quantified based on the contractually fixed amount. One Sonae SGPS share plans covered by a hedging contract.
Equity-settled plans to be liquidated through the delivery of shares of Sonae SGPS are recorded as if they were settled in cash, which means that the estimated liability is recorded the profit and loss sta cost relating to the deferred period elapsed. The liability is quantified based on the fair value of the shares as of each balance sheet date.
For 2011 Sonaecom shares plan, the Company was signed with Sonae-SGPS, S.A., a contract that agrees to the transfer of Sonaecom, SGPS, S.A. shares for employees and board members of the Group as requested by Sonaecom and under This contract ceased during the year of 2014.
For Sonaecom shares plans, the company converted all such plans into shares of Sonae SGPS, during the year ended at 31 December 2014.
The impacts associated to the Medium Term Incentive Plans are registered, in the balance sheet, under the caption ´Other current liabilities' and 'Other non-current liabilities' (note 27).
At the period ended 30 September 2015, the Sonae SGPS shares plans resulting from the conversion and the plan allocated during 2014 and 2015 are not covered by the contract being recorded liability at fair value. The responsibility of all plans is recorded in non-
Events occurring after the date of the balance sheet which provide additional information about conditions prevailing at the time of the balance sheet (adjusting events) are reflected in the consolidated financial statements. Events occurring after the balance sheet date that provide information on postbalance sheet conditions (non-adjusting events), when material, are disclosed in the notes to the consolidated financial statements.
The most significant accounting estimates reflected in the consolidated financial statements of the years ended at 30 September 2015 and 2014 are as follows:
(iii) Recognition of impairment losses on assets (Trade debtors and Inventories) and provisions.
Estimates used are based on the best information available during the preparation of the consolidated financial statements and are based on the best knowledge of past and present events. Although future events are neither foreseeable nor controlled by the Group, some could occur and have impact on such estimates. Changes to the estimates used by the management that occur after the approval date of these consolidated financial statements, will be recognised in net income, in accordance with IAS 8 prospective methodology.
The main estimates and assumptions in relation to future events included in the preparation of these consolidated financial statements are disclosed in the corresponding notes, when applicable.
Due to its activities, the Group is exposed to a variety of financial risks such as market risk, liquidity risk and credit risk.
These risks arise from the unpredictability of financial markets, which affect the capacity of project cash flows and profits. The Group financial risk management, subject to a long-term ongoing perspective, seeks to minimise potential adverse effects that derive from that uncertainty, using, whenever it is possible and advisable, derivative financial instruments to hedge the exposure to such risks (note 1.n).
The Group is also exposed to equity price risks arising from equity investments, although they are usually maintained for strategic purposes.
a) Foreign exchange risk
The Group operates internationally, having subsidiaries that operate in countries with a different currency than Euro namely Brazil, United Kingdom, Poland, United States of America, Mexico, Australia, Egypt, Colombia, Panama, Singapore and Malaysia (branch) and so it is exposed to foreign exchange rate risk.
Foreign exchange risk management seeks to minimise the volatility of investments and transactions made in foreign currencies and contributes to reduce the sensitivity of Group results to changes in foreign exchange rates.
Whenever possible, the Group uses natural hedges to manage exposure, by offsetting credits granted and credits received expressed in the same currency. When such a procedure is not possible, the Group adopts derivative financial hedging instruments (note 1.n).
The Group's exposure to foreign exchange rate risk, results essentially from the fact that some of its subsidiaries report in a currency different from euro, making the risk of operational activity immaterial.
the total cost of debt to a high risk of volatility. The impact of funds is mitigated by the effect of the following factors (i) relatively low level of financial leverage; (ii) possibility to use derivative financial instruments that hedge the interest rate risk, as mentioned below; (iii) possible correlation between the level of market interest rates and economic growth having the consolidated results (particularly operational), and in this way partiall liquidity which is also bearing interest at a variable rate.
The Group only uses derivatives or similar transactions to hedge interest rate risks considered significant. Three main principles are followed in all instruments selected and used to hedge interest rate risk:
As al ) are at variable rates, interest rate are used swaps and other derivatives, when it is deemed necessary, to hedge future changes in cash flow relating to interest payments. Interest rate swaps have the financial effect of converting the respective borrowings from floating rates to fixed rates. Under the interest rate swaps, the Group agrees with third parties (banks) to exchange, in predetermined periods, the difference between the amount of interest calculated at the fixed contract rate and the floating rate at the time of re-fixing, by reference to the respective agreed notional amounts.
The counterparties of the derivative hedging instruments are limited to highly rated financial policy, when contracting such instruments, to give preference to financial institutions that form part of its financing transactions. In order to select the counterparty for occasional operations, Sonaecom requests proposals and indicative prices from a representative number of banks in order to ensure adequate competitiveness of these operations.
In determining the fair value of hedging operations, the Group uses certain methods, such as option valuation and discounted future cash flow models, using assumptions based on market interest rates prevailing at the balance sheet date.
Comparative financial institution quotes for the specific or similar instruments are used as a benchmark for the valuation.
The fair value of the derivatives contracted, that are considered as fair value hedges or the ones that are considered not sufficiently effective for cash flow hedge (in accordance with the provisions established in IAS 39), are recognised under borrowings captions and changes in the fair value of such derivatives are recognised directly in the profit and loss statement for the year. The fair value of derivatives of cash flow hedge, that are considered effective according to IAS 39, are recognised under borrowing captions and changes in the fair value are recognised in equity.
conditions of the financing with significant impact in the Group, based on the analysis of the debt structure, the risks and the different options in the market, particularly as to the type of interest rate (fixed / variable). Under the policy defined above, the Executive Committee is responsible for the decision on the occasional interest rate hedging contracts, through the monitoring of the conditions and alternatives existing in the market.
On 30 September 2015, are not contracted any derivatives of interest rate hedging.
The existence of liquidity in the Group requires the definition of some policies for an efficient and secure management of the liquidity, allowing us to maximise the profitability and to minimise the opportunity costs related to that liquidity.
The liquidity risk management has a threefold objective: (i) Liquidity, i.e., to ensure the permanent access in the most efficient way to obtain sufficient funds to settle current payments within the respective dates of maturity as well as any eventual not forecasted requests for funds, within the deadlines set for this; (ii) Safety, i.e. to minimise the probability of default in any reimbursement of application of funds; and (iii) Financial Efficiency, i.e., to ensure that the
Group maximises the value / minimises the opportunity cost of holding excess liquidity in the short term.
The main underlying policies correspond to the variety of instruments allowed, the maximum acceptable level of risk, the maximum amount of exposure by counterparty and the maximum periods for investments.
The existing liquidity in the Group should be applied to the alternatives and by the order described below:
The applications in the market are limited to eligible counterparties, with ratings previously established by the Board and limited to certain maximum amounts by counterparty.
The definition of maximum amounts intends to ensure that the application of liquidity in excess is made in a prudent way and taking into consideration the best practices in terms of bank relationships.
The maturity of applications should equal the forecasted payments (or the applications should be easily convertible, in the case of asset investments, to allow urgent and not estimated payments), considering a threshold for eventual deviations on the estimates. The threshold depends on the accuracy level of treasury estimates and would be determined by the business. The accuracy of the estimates is an important variable to quantify the amounts and the maturity of the applications in the market.
The maturity analysis for the loans obtained is presented in note 15.
the accounts receivable related to current operational activities. The credit risk associated to financial operations is mitigated by the fact that the Group only negotiates with entities with high credit quality.
The management of this risk seeks to guarantee that the amounts owing are effectively collected within the periods negotiated without affecting the financial health of the Group. The Group uses credit rating agencies and has specific departments responsible for risk control, collections and management of processes in litigation, as well as credit insurances, which all contribute to the mitigation of credit risk.
The amounts included in the financial statements related to trade debtors and other debtors, net of impairment losses, represent the maximum exposure of the Group to credit risk.
Group companies included in the consolidation through full consolidation method, their head offices, main activities, shareholders and percentage of share capital held at 30 September 2015 and 2014, are as follows:
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2015 | 2014 | ||||||
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct Effective* | Direct Effective* | ||
| Parent company | Maia | Management of shareholdings. | - | - | - | - | - |
| Subsidiaries | Dublin | Rendering of consultancy services in the area of information systems. |
We Do | 100% | 100% | 100% | 100% |
| Maia | Development of management platforms and commercialisation of products, services and information, with the internet as its main support. |
Sonae com SI | 75.10% | 75.10% | 75.10% | 75.10% | |
| ('Itrust') (a) | Maia | Commercialization of products and management services, implementation and consulting in information systems and technologies areas. |
Sonaecom CSI | 100% | 100% | 100% | 100% |
| Lookwise, S.L.U. ('Lookwise') (b) | Navarra | Development, promotion and commercial exploitation of information systems with solutions in safety and regulatory compliance, including assignment or transfer to third parties. Research, development and innovation, as well as consulting, maintenance and audit for products, systems, facilities and communication and security services. |
S21 Sec Gestion | 100% | 77.65% | 100% | 60% |
| Maia | Rendering of consultancy services in IT areas. | Sonae com SI | Sold | Sold | |||
| PCJ - Público, Comunicação e Jornalismo, S.A. ('PCJ') |
Maia | Editing, composition and publication of periodical and non periodical material and the exploration of radio and TV stations and studios. |
Sonaecom | 100% | 100% | 100% | 100% |
| Berkshire | Rendering of consultancy services in the area of information systems. |
Sonae com SI | 100% | 100% | 100% | 100% | |
| Oporto | Editing, composition and publication of periodical and non periodical material. |
Sonaecom | 100% | 100% | 100% | 100% | |
| S21 Sec Barcelona, S.L. ('S21 Sec Barcelona') (b) and (h) |
Barcelona | Consulting, advisory, audit and maintenance of all types of facilities and advanced communications services and security systems. Purchase and installation of advanced communications and security systems produced by others. |
S21 Sec Gestion | Settled | 100% | ||
| S21 Sec Brasil, Ltda ('S21 Sec Brasil') (b) | São Paulo | Consulting in information technology. Development and licensing of customizable computer programs. Development of custom computer programs. Technical support, maintenance and other services in information technology. |
S21 Sec Gestion | 99.99% 77.65% |
99.99% | 60% | |
| S21 Sec Ciber seguridad (b) and (i) | Mexico City | Computer consulting services | S21 Sec Gestion S21 Sec México |
50% 50% |
77.65% | 50% | 30% |
| S21 Sec Fraud Risk Management, S.L. ('S21 Sec FRM') (b) |
Navarra | Consulting, advisory, audit and maintenance of all types of facilities and advanced communications services and security systems. Purchase and installation of advanced communications and security systems produced by others. |
S21 Sec Gestion | 100% | 77.65% | 100% | 60% |
| S21 Sec Gestion, S.A. ('S21 Sec Gestion') (b) | Navarra | Consulting, advisory, audit and maintenance of all types of facilities and advanced communications services and security systems. Purchase and installation of advanced communications and security systems produced by others. |
Sonaecom CSI | 77.65% 77.65% |
60% | 60% | |
| S21 Sec Inc. ('S21 Sec Inc.') (b) | Texas | Consulting, advisory, audit and maintenance of all types of facilities and advanced communications services and security systems. Purchase and installation of advanced 100% S21 Sec Gestion communications and security systems produced by others. |
77.65% | 100% | 60% | ||
| S21 Sec Information Security Labs, S.L. ('S21 Sec Labs') (b) |
Navarra | Research, development and innovation, as well as consulting, maintenance and audit for products, systems, facilities and communication and security services. |
S21 Sec Gestion | 100% | 77.65% | 100% | 60% |
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| Company (Commercial brand) | Head office | Main activity | Shareholder | 2015 Direct Effective* |
2014 Direct Effective* |
||
| S21 Sec Institute, S.L. ('S21 Sec Institute') (b) | Gipuzcoa | Education, formation, awareness, counseling, technical assistance, certification, research, innovation and development, in all types of methodologies, career plans, safety culture, products and services of digital security and cyber security, facilities, services and systems of advanced communication environments and digital security. |
S21 Sec Gestion | 100% | 77.65% | 100% | 60% |
| S21 Sec México, S.A. de CV ('S21 Sec México') (b) Mexico City | Computer consulting services | S21 Sec Gestion | 99.87% | 77.65% | 99.87% | 60% | |
| S21 Sec, S.A. de CV ('S21 Sec, S.A. de CV') (b) | Mexico City | Computer consulting services | S21 Sec Gestion | 99.99% | 77.65% | 99.99% | 60% |
| ('Saphety') | Maia | Rendering services, training, consultancy services in the area of communication, process and electronic certification of data; trade, development and representation of software. |
Sonae com SI | 86.995% 86.995% | 86.995% 86.995% | ||
| Saphety Brasil Transações Eletrônicas Ltda. ('Saphety Brasil') |
São Paulo | Rendering services, training, consultancy services in the area of communication, process and electronic certification of data; electronic identification, storage and availability of databases and electronic payments; trade, development and representation of software related with these services. |
Saphety | 99.8% | 86.821% | 99.8% | 86.82% |
| ('Saphety Colômbia') | Bogotá | Rendering services, training, consultancy services in the area of communication, process and electronic certification of data; electronic identification, storage and availability of databases and electronic payments; trade, development and representation of software related with these services. |
Saphety | 100% 86.995% | 100% 86.995% | ||
| Servicios de Inteligencia Estratégica Global, S.L. ('SIEG') (b) |
Navarra | Provision of advice services, guidance, consulting, team building and training in areas of research, testing, processing and delivering relevant information for strategic and operational management of companies, governments, organizations and institutions. Support services and support to business and defense of companies and organizations internationally. Research, development, innovation and marketing methodologies, software, hardware and technologies in general, within the scope of research, analysis and automatic and intelligent processing of information, including sensitivity analysis and indicators prospectively. |
S21 Sec Gestion | 100% | 77.65% | 100% | 60% |
| SGPS, S.A. ('Sonaecom CSI') (d) | Maia | Management of shareholdings. | Sonae com SI | 100% | 100% | 100% | 100% |
| Sonaecom - Serviços Partilhados, S.A. ('Sonaecom SP') |
Maia | Support, management consulting and administration, particularly in the areas of accounting, taxation, administrative procedures, logistics, human resources and training. |
Sonaecom | 100% | 100% | 100% | 100% |
| Maia | Management of shareholdings in the area of corporate ventures and joint ventures. |
Sonaecom | 100% | 100% | 100% | 100% | |
| Sonaecom - Sistemas de Información Espanã, S.L. ('SSI Espanã') |
Madrid | Rendering of consultancy services in the area of information systems. |
Sonae com SI | 100% | 100% | 100% | 100% |
| Sonaecom BV | Amsterdam | Management of shareholdings. | Sonaecom | 100% | 100% | 100% | 100% |
| Sonaetelecom BV | Amsterdam | Management of shareholdings. | Sonaecom | 100% | 100% | 100% | 100% |
| Tecnológica Telecomunicações, LTDA. | Rio de Janeiro | Rendering of consultancy and technical assistance in the area of IT systems and telecommunications. |
We Do Brasil | 99.99% | 99.90% | 99.99% | 99.90% |
| Maia | Rendering of consultancy services in the area of information systems. |
Sonae com SI | 100% | 100% | 100% | 100% | |
| Wedo do Brasil Soluções Informáticas, Ltda. | Rio de Janeiro | Commercialisation of software and hardware; rendering of consultancy and technical assistance related to information technology and data processing. |
We Do | 99.91% | 99.91% | 99.91% | 99.91% |
| Poznan | Rendering of consultancy services in the area of information systems. |
Cape Technologies | 100% | 100% | 100% | 100% | |
| Delaware | Rendering of consultancy services in the area of information systems. |
Cape Technologies | 100% | 100% | 100% | 100% |
| 2015 | 2014 | ||||||
|---|---|---|---|---|---|---|---|
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct Effective* | Direct Effective* | ||
| Sydney | Rendering of consultancy services in the area of information systems. |
Cape Technologies | 100% | 100% | 100% | 100% | |
| Amsterdam | Management of shareholdings. | We Do | 100% | 100% | 100% | 100% | |
| Kuala Lumpur Rendering of consultancy services in the area of information systems. |
We Do BV | 100% | 100% | 100% | 100% | ||
| Cairo | Rendering of consultancy services in the area of information systems. |
We Do BV Sonaecom BV Sonaetelecom BV |
90% 5% 5% |
100% | 90% 5% 5% |
100% | |
| Berkshire | Rendering of consultancy services in the area of information systems. |
We Do | 100% | 100% | 100% | 100% | |
| Mexico City | Rendering of consultancy services in the area of information systems. |
Sonaecom BV We Do BV |
0.001% 99.999% |
100% | 0.001% 99.999% |
100% | |
| We Do Technologies Panamá S.A. ('We Do Panamá') (f) |
Panamá City | Rendering of consultancy services in the area of information systems. |
We Do BV | Settled | 100% | 100% | |
| We Do Technologies Singapore PTE. LTD. ('We Do Singapura') (g) |
Singapore | Rendering of consultancy services in the area of information systems. |
We Do BV | Settled | 100% | 100% |
* Sonaecom effective participation
(a) Company established in July 2014
(b) Company adquired in July 2014. At 25 June 2015 the company Soanecom Cyber Security and Intelligence purchased more 17,65% of the capital of the Group S21SEC Gestion,S.A..
(c) Company sold in September 2014
(d) Company established in May 2014
(e) Company began its liquidation process at 1 January 2015
(f) Company settled in 2014
(g) Company settled in December 2014
(h) Company settled in September 2015
(i) On July 2015 Grupo S21 SEC Gestion acquired the remaining 50% of share capital stake on S21 Sec Ciberseguridad SA de CV. Given this change in percentage of share capital held, S21 Sec Ciberseguridad SA de CV became included in the consolidation through full consolidation method.
All the above companies were included in the consolidation in accordance with the full consolidation method under the terms of IAS 27 ).
During the periods ended at 30 September 2015 and 2014, the following changes occurred in the composition of the Group:
At the period ended at 30 September 2015 the company S21SEC Gestion purchased 50% of the company S21 SEC Ciberseguridad SA de CV, company already owned at 50% by S21 SEC México, by an amount of EUR 1,480. Given that, Sonaecom SGPS became the owner of 77.65% of the company S21 SEC Ciberseguridad SA (effective participation), and now is included in the consolidation by full consolidation method.
At the period ended at 30 September 2015, the company Sonaecom Cyber Security and Intelligence purchased more 17.65% of the capital of the Group S21sec Gestion, SA for the amount of 1 euro.
| Purchaser | Subsidiary | Date | % Direct Participation |
% Effective Participation |
|---|---|---|---|---|
| 2014 | ||||
| Sonaecom CSI | Lookwise | Jul-14 | 100% | 60% |
| Sonaecom CSI | S21 Sec Barcelona | Jul-14 | 100% | 60% |
| Sonaecom CSI | S21 Sec Brasil | Jul-14 | 99.99% | 59.99% |
| Sonaecom CSI | S21 Sec FRM | Jul-14 | 100% | 60% |
| Sonaecom CSI | S21 Sec Gestion | Jul-14 | 60% | 60% |
| Sonaecom CSI | S21 Sec Inc. | Jul-14 | 100% | 60% |
| Sonaecom CSI | S21 Sec Labs | Jul-14 | 100% | 60% |
| Sonaecom CSI | S21 Sec Institute | Jul-14 | 100% | 60% |
| Sonaecom CSI | S21 Sec México | Jul-14 | 99.87% | 60% |
| Sonaecom CSI | S21 Sec, S.A. de CV | Jul-14 | 99.99% | 60% |
| Sonaecom CSI | SIEG | Jul-14 | 100% | 60% |
| Sonaecom CSI | S21 Sec Ciber seguridad | Jul-14 | 50% | 30% |
| Sonaecom CSI | Big Data | Jul-14 | 50% | 30% |
The balance sheet of these companies acquired in 31 July 2014 incorporated in the Group consolidations statements could be detailed as follows:
| (Amounts expressed in Euro) | Notes | Values before acquisition |
Adjustments to fair value |
Fair value |
|---|---|---|---|---|
| Acquired assets | ||||
| Tangible assets | 5 | 296,360 | - | 296,360 |
| Intangible assets | 6 | 8,415,602 | - | 8,415,602 |
| Other non current assets | 373,756 | - | 373,756 | |
| Deferred tax assets | 11 | 1,044,217 | - | 1,044,217 |
| Trade debtors | 2,276,529 | - | 2,276,529 | |
| Other current debtors | 1,983,746 | - | 1,983,746 | |
| Other current assets | 746,850 | - | 746,850 | |
| Cash and cash equivalents | 2,828,615 | - | 2,828,615 | |
| 17,965,675 | - | 17,965,675 | ||
| Acquired liabilities | ||||
| 10,550,712 | - | 10,550,712 | ||
| Provisions for other liabilities and charges | 17 | - | 273,266 | 273,266 |
| Other non-current liabilities | 41,901 | - | 41,901 | |
| Short-term loans and other loans | 2,416,104 | - | 2,416,104 | |
| Trade creditors | 1,679,816 | - | 1,679,816 | |
| Other creditors | 2,686,420 | - | 2,686,420 | |
| Other current liabilities | 242,455 | - | 242,455 | |
| 17,617,408 | 273,266 | 17,890,674 | ||
| Net assets and liabilities | 348,267 | (273,266) | 75,001 | |
| Acquisition price | 75,001 | |||
| Goodwill / (Badwill) | - |
Following this acquisition, is being performed a preliminary assessment of the fair value of assets acquired and assumed liabilities through this operation, having been registered Provisions for other liabilities and charges to cover several contingencies.
Several scenarios were included in the various reviews and sensitivity analysis performed, on which did not result significant variations in the allocation of the fair value of assets and liabilities. For the remaining assets and liabilities no significant differences were identified between the fair value and the respective book value.
The allocation of the acquisition price is still subject to changes until the conclusion of a period of one year from the date of acquisition, in accordance with IFRS 3 - Business Combinations. However, the Group does not expect material changes as a result of the allocation changes made.
The contribution of the S21 Group, to the net income attributed to shareholders of Sonaecom, for the period ended at 30 September 2015, was negative set at the amount of Euro 2.39 million.
The detail of this contribution is as follows:
| (Amounts expressed in Euro) | Contribution at 30 September 2015 |
|---|---|
| Total Revenues | 8,517,872 |
| Costs and losses | |
| Cost of sales | (501,096) |
| External supplies and services | (2,628,954) |
| Staff expenses | (6,016,254) |
| Depreciations and amortisations | (2,248,582) |
| Provisions and impairment losses | (56,655) |
| Other operating costs | (20,332) |
| (11,471,873) | |
| Financial Results | (769,056) |
| Income Tax | (107) |
| Net income for the year before non-controlling interests | (3,723,164) |
| Net income attributed to non-controlling interests | (1,328,893) |
| Net income attributed to shareholders of parent company | (2,394,271) |
The contribution of the S21 Group in the consolidated balance sheet of Sonaecom on 30 September 2015 is as follows:
| (Amounts expressed in Euro) | Contribution at 30 September 2015 |
|---|---|
| Assets | |
| Tangible Assets | 225,390 |
| Intangible Assets | 6,057,259 |
| Deferred tax assets | 924,079 |
| Trade debtors | 2,401,898 |
| Other current debtors | 896,033 |
| Cash and cash equivalents | 204,838 |
| Other assets | 2,540,686 |
| Total assets | 13,250,183 |
| Liabilities | |
| 8,513,782 | |
| Other non-current Liabilities | 424,131 |
| Short-term loans and other loans | 2,067,053 |
| Trade creditors | 945,125 |
| Other creditors | 760,562 |
| Current liabilities | 1,748,922 |
| Total liabilities | 14,459,575 |
| Net assets | (1,209,392) |
| Shareholder | Subsidiary | Date | Share capital | Current % shareholding |
|---|---|---|---|---|
| 2014 | ||||
| Sonae com SI | Sonaecom CSI | May-14 | 50,000 EUR | 100% |
| Sonaecom CSI | Itrust | Jul-14 | 50,000 EUR | 100% |
| Shareholder | Subsidiary | Date | Share capital |
|---|---|---|---|
| 2015 | |||
| S21 Sec Gestion | S21 Sec Barcelona | Sep-15 | 78% |
| Shareholder | Subsidiary | Date | Share capital |
| 2014 | |||
| Miauger | Lugares Virtuais | Feb-14 | 100% |
| Sonaecom | Miauger | May-14 | 100% |
| We Do BV | We Do Panamá | Dec-14 | 100% |
| We Do BV | We Do Singapura | Dec-14 | 100% |
| Shareholder | Subsidiary | Date | % shareholding |
|---|---|---|---|
| 2014 | |||
| Sonae com SI | Mainroad | Sep-14 | 100% |
In September 2014, Mainroad was sold for the company jointly controlled NOS Communications SA for Euro 14 million, amount based on independent evaluations. The purchase and sale agreement contemplates the possibility of future adjustments to the base price, arising from trends in future revenues. As a result of the sale value and the derecognition of Mainroad, was generated, in the consolidated accounts of Sonaecom, a gain of Euro 12.6 million, as follows:
| (Amounts expressed in Euro) | Notes | 30 September 2014 |
|---|---|---|
| Assets | ||
| Non-current assets | ||
| Tangible assets | 5 | (2,437,500) |
| Intangible assets | 6 | (169,646) |
| Deferred tax assets | 11 | (169,548) |
| Total non-current assets | (2,776,694) | |
| Current assets | ||
| Trade debtors | (2,971,079) | |
| Other current debtors | (122,457) | |
| Other current assets | (545,243) | |
| Cash and cash equivalents | (645,074) | |
| Total current assets | (4,283,853) | |
| Liabilities | ||
| Non-current liabilities | ||
| Other non-current financial liabilities | 37,441 | |
| Provisions for other liabilities and charges | 17 | 315,990 |
| Other non-current liabilities | 218,089 | |
| Total non-current liabilities | 571,520 | |
| Current liabilities | ||
| Trade creditors | 2,121,435 | |
| Other current financial liabilities | 19,206 | |
| Other creditors | 666,821 | |
| Other current liabilities | 2,296,831 | |
| Total current liabilities | 5,104,293 | |
| Total assets and liabilities derecognized | (1,384,734) | |
| Compensation received | 14,000,000 | |
| Gain/(Loss) resulting from the disposal (note 25) | 12,615,266 |
On 30 September 2015 and 2014, the breakdown of financial instruments was as follows:
| 2015 | |||||||
|---|---|---|---|---|---|---|---|
| Financial assets | |||||||
| at fair value | |||||||
| Loans and | Investments | through profit or | Other financial | Others not | |||
| Non-current assets | receivables | available for sale | loss | assets | Subtotal | covered by IFRS 7 | Total |
| Financial assets at fair value through profit or | |||||||
| loss (note 9) | - | - | 151,645 | - | 151,645 | - | 151,645 |
| Investments available for sale (note 10) | - | 113,054 | - | - | 113,054 | - | 113,054 |
| Other non-current assets | 292,244 | - | - | - | 292,244 | - | 292,244 |
| 292,244 | 113,054 | 151,645 | - | 556,943 | - | 556,943 | |
| Current assets | |||||||
| Financial assets at fair value through profit or | |||||||
| loss (note 9) | - | - | 81,173,373 | - | 81,173,373 | - | 81,173,373 |
| Trade debtors | 34,401,079 | - | - | - | 34,401,079 | - | 34,401,079 |
| Other current debtors | 1,177,457 | - | - | - | 1,177,457 | 9,661,669 | 10,839,126 |
| Other current assets | - | - | - | 10,755,926 | 10,755,926 | 2,380,985 | 13,136,911 |
| Cash and cash equivalents (note 12) | 181,800,413 | - | - | - | 181,800,413 | - | 181,800,413 |
| 217,378,949 | - | 81,173,373 | 10,755,926 | 309,308,248 | 12,042,654 | 321,350,902 | |
| 2014 (restated) |
|||||||
| Financial assets | |||||||
| at fair value | |||||||
| Loans and | Investments | through profit or | Other financial | Others not | |||
| receivables | available for sale | loss | assets | Subtotal | covered by IFRS 7 | Total | |
| Non-current assets | |||||||
| Financial assets at fair value through profit or loss (note 9) |
- | - | 1,142,185 | - | 1,142,185 | - | 1,142,185 |
| Investments available for sale (note 10) | - | 115,448 | - | - | 115,448 | - | 115,448 |
| Other non-current assets | 287,089 | - | - | - | 287,089 | - | 287,089 |
| 287,089 | 115,448 | 1,142,185 | - | 1,544,722 | - | 1,544,722 | |
| Current assets | |||||||
| Financial assets at fair value through profit or loss (note 9) |
- | - | 54,014,592 | - | 54,014,592 | - | 54,014,592 |
| Trade debtors | 39,417,665 | - | - | - | 39,417,665 | - | 39,417,665 |
| Other current debtors | 2,062,523 | - | - | - | 2,062,523 | 9,795,696 | 11,858,219 |
| Other current assets | - | - | - | 10,457,725 | 10,457,725 | 2,678,239 | 13,135,964 |
| Cash and cash equivalents (note 12) | 182,857,094 | - | - | - | 182,857,094 | - | 182,857,094 |
| 224,337,282 | - | 54,014,592 | 10,457,725 | 288,809,599 | 12,473,935 | 301,283,534 |
| 2015 | |||||
|---|---|---|---|---|---|
| Liabilities | |||||
| recorded at | Other financial | Others not | |||
| amortised cost | liabilities | Subtotal | covered by IFRS 7 | Total | |
| Non-current liabilities | |||||
| Medium and long-term loans net of short-term portion (note 15) | 8,969,384 | - | 8,969,384 | 8,969,384 | |
| Other non-current financial liabilities (note 16) | - | 757,339 | 757,339 | 757,339 | |
| Other non-current liabilities | - | 39,491 | 39,491 | 1,195,749 | 1,235,240 |
| 8,969,384 | 796,830 | 9,766,214 | 1,195,749 | 10,961,963 | |
| Current liabilities | |||||
| Short-term loans and other loans (note 15) | 2,067,053 | - | 2,067,053 | - | 2,067,053 |
| Trade creditors | - | 17,334,118 | 17,334,118 | - | 17,334,118 |
| Other current financial liabilities (note 18) | - | 445,463 | 445,463 | - | 445,463 |
| Other creditors | - | 563,678 | 563,678 | 7,670,803 | 8,234,481 |
| Other current liabilities | - | 17,100,833 | 17,100,833 | 7,931,644 | 25,032,477 |
| 2,067,053 | 35,444,092 | 37,511,145 | 15,602,447 | 53,113,592 | |
| 2014 |
| 2014 | |||||
|---|---|---|---|---|---|
| Liabilities | |||||
| recorded at | Other financial | Others not | |||
| amortised cost | liabilities | Subtotal | covered by IFRS 7 | Total | |
| Non-current liabilities | |||||
| Medium and long-term loans net of short-term portion (note 15) | 8,508,815 | - | 8,508,815 | - | 8,508,815 |
| Other non-current financial liabilities (note 16) | - | 476,117 | 476,117 | - | 476,117 |
| Other non-current liabilities | - | 5,444,055 | 5,444,055 | 793,367 | 6,237,422 |
| 8,508,815 | 5,920,172 | 14,428,987 | 793,367 | 15,222,354 | |
| Current liabilities | |||||
| Short-term loans and other loans (note 15) | 1,967,147 | - | 1,967,147 | - | 1,967,147 |
| Trade creditors | - | 21,485,211 | 21,485,211 | - | 21,485,211 |
| Other current financial liabilities (note 18) | - | 257,783 | 257,783 | - | 257,783 |
| Other creditors | - | 2,630,706 | 2,630,706 | 5,599,550 | 8,230,256 |
| Other current liabilities | - | 17,587,594 | 17,587,594 | 8,468,334 | 26,055,928 |
| 1,967,147 | 41,961,294 | 43,928,441 | 14,067,884 | 57,996,325 |
as specialized costs related to the share based plans were considered outside the scope of IFRS 7. On the other hand, the deferred - considered non-financial instruments.
U -Lei 248-A de 2002 e Decreto-Lei nº 151- Sonaecom made, voluntarily, tax payments in the amount of circa Euro 5.4 million, having been eliminated the guarantees and keeping the initiated judicial oppositions associated. The maximum contingency amount was reduced through the elimination of fines and accrued interest to date of payment. As provided in the support of the diplomas of those programs, Sonaecom keeps the aimed judicial proceedings what will be given reason to Sonaecom under the particular situations, having been recognized as an asset the amount paid under those plans, according to the adopted policy by Sonaecom. However, CMVM disagrees with the interpretation and has requested to Sonae the retrospective correction of the financial statements of all payments that are not related to the liquidation of the IRC under the argumentation that must be considered as contingent assets. Although Sonae and e 1).
The Board of Directors believes that, the fair value of the breakdown of financial instruments recorded at amortised cost or registered at the present value of the payments does not differ significantly from their book value. This decision is based in the contractual terms of each financial instrument.
The movement in tangible assets and in the corresponding accumulated depreciation and impairment losses in the years ended 30 September 2015 and 2014 was as follows:
| 2015 | |||||||
|---|---|---|---|---|---|---|---|
| Land, Buildings and other constructions |
Plant and machinery |
Vehicles | Fixtures and fittings |
Other tangible assets |
Work in progress | Total | |
| Gross assets | |||||||
| Balance at 31 December 2014 | 3,528,324 | 10,256,267 | 72,116 | 8,375,847 | 424,270 | 29,848 | 22,686,672 |
| Additions | 500 | 442 | - | 678,155 | 1,735 | 221,509 | 902,341 |
| Disposals | - | - | - | (158,850) | - | - | (158,850) |
| Transfers and write-offs | (11,567) | 21,551 | - | 917 | (215) | (202,846) | (192,160) |
| Balance at 30 September 2015 | 3,517,257 | 10,278,260 | 72,116 | 8,896,069 | 425,790 | 48,511 | 23,238,003 |
| Accumulated depreciation and impairment losses | |||||||
| Balance at 31 December 2014 | 2,116,298 | 9,969,925 | 31,159 | 7,482,993 | 389,868 | - | 19,990,243 |
| Depreciation for the period | 166,252 | 77,303 | 9,860 | 362,648 | 22,730 | - | 638,793 |
| Disposals | - | - | - | (158,104) | - | - | (158,104) |
| Transfers and write-offs | (81,340) | (4,332) | - | (34,220) | (87) | - | (119,979) |
| Balance at 30 September 2015 | 2,201,210 | 10,042,896 | 41,019 | 7,653,317 | 412,511 | - | 20,350,953 |
| Net value | 1,316,047 | 235,364 | 31,097 | 1,242,752 | 13,279 | 48,511 | 2,887,050 |
| 2014 | |||||||
|---|---|---|---|---|---|---|---|
| Land, Buildings and other constructions |
Plant and machinery |
Vehicles | Fixtures and fittings |
Other tangible assets |
Work in progress | Total | |
| Gross assets Balance at 31 December 2013 New companies (Note 3. a)) |
7,444,000 928,629 |
11,448,857 631,866 |
36,094 39,669 |
7,013,597 2,467,953 |
251,073 127,207 |
1,302,572 - |
27,496,193 4,195,324 |
| Additions | 29,328 | 4,041 | - | 168,741 | - | 403,146 | 605,256 |
| Disposals Transfers and write-offs |
(66) 834,689 |
- (188,724) |
(3,712) 65 |
(22,761) 554,895 |
- 867 |
- (1,411,977) |
(26,539) (210,185) |
| Discontinued operations (Note 3.d)) | (5,708,178) | (1,710,071) | - | (1,766,740) | (769) | (87,732) | (9,273,490) |
| Balance at 30 September 2014 | 3,528,402 | 10,185,969 | 72,116 | 8,415,685 | 378,378 | 206,009 | 22,786,559 |
| Accumulated depreciation and impairment losses Balance at 31 December 2013 New companies (Note 3. a)) |
4,614,466 815,248 |
11,042,578 600,391 |
12,625 9,654 |
6,061,365 2,404,872 |
235,061 68,800 |
- - |
21,966,095 3,898,965 |
| Depreciation for the period * | 522,439 | 119,927 | 5,923 | 396,687 | 12,407 | - | 1,057,383 |
| Disposals | (8) | - | (412) | (22,117) | - | - | (22,537) |
| Transfers and write-offs | 8,137 | (298,875) | 7 | 37,204 | (1) | - | (253,528) |
| Discontinued operations (Note 3.d)) | (3,891,918) | (1,500,003) | - | (1,443,300) | (769) | - | (6,835,990) |
| Balance at 30 September 2014 | 2,068,364 | 9,964,018 | 27,797 | 7,434,711 | 315,498 | - | 19,810,388 |
| Net value | 1,460,038 | 221,951 | 44,319 | 980,974 | 62,880 | 206,009 | 2,976,171 |
* On period ended at 30 September 2014, the depreciations in the amount of Euro 1,057,383 include an amount of Euro 467,599 related to the depreciation of assets of discontinued operations (notes 3.d, 8 and 25) and an amount of Euro 589,784 related to continued operations.
The acquisition cost of Tangible assets held by the Group under finance lease contracts, amounted to Euro 2,434,800 and Euro 1,483,682 as of 30 September 2015 and 2014, and their net book value as of those dates amounted to Euro 1,173,271 and Euro 578,143 respectively.
On 30 September 2015 and 2014, obtained, except for the assets acquired under financial lease contracts.
on 30 September 2015 and 2014 were made up as follows:
| 2015 | 2014 | |
|---|---|---|
| Information systems / IT equipment | 48,511 | 201,102 |
| Other projects in progress | - | 4,907 |
| 48,511 | 206,009 |
During the period ended 30 September 2015 and 2014, there are no commitments to third parties relating to investments to be made.
In the periods ended at 30 September 2015 and 2014, the movement occurred in intangible assets and in the corresponding accumulated amortisation and impairment losses, was as follows:
| 2015 | ||||
|---|---|---|---|---|
| Brands and | ||||
| patents and other | Intangible assets | |||
| rights | Software | in progress | Total | |
| Gross assets | ||||
| Balance at 31 December 2014 | 11,000,702 | 55,566,461 | 5,418,866 | 71,986,029 |
| Additions | 13,723 | 1,460,971 | 3,727,484 | 5,202,178 |
| Transfers and write-offs | 427,122 | 4,110,815 | (4,270,086) | 267,851 |
| Balance at 30 September 2015 | 11,441,547 | 61,138,247 | 4,876,264 | 77,456,058 |
| Accumulated amortisation and impairment losses | ||||
| Balance at 31 December 2014 | 10,344,118 | 36,059,975 | - | 46,404,093 |
| Amortisation for the period | 608,668 | 4,307,724 | - | 4,916,392 |
| Transfers and write-offs | 352,511 | (466,874) | - | (114,363) |
| Balance at 30 September 2015 | 11,305,297 | 39,900,825 | - | 51,206,122 |
| Net value | 136,250 | 21,237,422 | 4,876,264 | 26,249,936 |
| 2014 | ||||
|---|---|---|---|---|
| Brands and | ||||
| patents and other rights |
Software | Intangible assets in progress |
Total | |
| Gross assets | ||||
| Balance at 31 December 2013 | 10,348,140 | 30,539,349 | 4,561,408 | 45,448,897 |
| New companies (Nota 3. a)) | 18,910,087 | 1,779,932 | - | 20,690,019 |
| Additions | 10,020 | 613,212 | 3,472,602 | 4,095,834 |
| Transfers and write-offs | 475,546 | 3,971,341 | (3,425,103) | 1,021,784 |
| Discontinued operations (Note 3.d)) | (25,330) | (1,638,360) | - | (1,663,690) |
| Balance at 30 September 2014 | 29,718,463 | 35,265,474 | 4,608,907 | 69,592,844 |
| Accumulated amortisation and impairment losses | ||||
| Balance at 31 December 2013 | 7,141,359 | 21,660,278 | - | 28,801,637 |
| New companies (Nota 3. a)) | 10,242,112 | 1,616,691 | - | 11,858,803 |
| Amortisation for the period * | 2,730,538 | 1,561,578 | - | 4,292,116 |
| Transfers and write-offs | 308,096 | 100,809 | - | 408,905 |
| Discontinued operations (Note 3.d)) | (24,812) | (1,469,232) | - | (1,494,044) |
| Balance at 30 September 2014 | 20,397,293 | 23,470,124 | - | 43,867,417 |
| Net value | 9,321,170 | 11,795,350 | 4,608,907 | 25,725,427 |
* On 30 September 2014, the amortisation of the period of Euro 4,292,116 include an amount of Euro 48,586 related to the amortisation of assets of discontinued operations (notes 3.d, 8 and 25) and an amount of Euro 4,243,530 related to continued operations.
On 30 September 2015, the additions related with intangible assets in progress include about Euro 3.7 million of capitalizations of personnel costs related to own work (about Euro 3.4 million on 30 September 2014), mainly related to IT software, RAID and NetClarus development projects.
The assessment of impairment for the main tangible and intangible assets, in the various segments, is carried out as described in note 7 analysed separately.
For the periods ended at 30 September 2015 and 2014, the movements occurred in Goodwill were as follows:
| 2015 | 2014 | |
|---|---|---|
| Opening balance | 28,719,066 | 28,434,416 |
| Other movements of the period | 603,925 | 1,059,581 |
| Closing balance | 29,322,991 | 29,493,997 |
For the periods ended 30 September 2015 and 2014, the c includes the effect of the exchange rate update of the Goodwill.
the calculation of the Goodwill resulting from the purchase of 50% of the S21 SEC Ciberseguridad SA de CV share capital in the amount of 369,402 (note 3), that can be detailed as follows:
| (Amounts expressed in thousand Euro) | Fair value |
|---|---|
| Acquired assets | |
| Tangible assets | 5,852 |
| Accounts receivable and other assets | 187,451 |
| Cash and cash equivalents | 62,419 |
| 255,722 | |
| Acquired liabilities | |
| Accounts payable and other liabilities | 857,147 |
| 857,147 | |
| Net assets and liabilities | (601,425) |
| Acquisition price | 1,480 |
| (602,905) | |
| Equity method recorded at the acquisition date | 233,503 |
| Goodwill | (369,402) |
Thus, on 30 September 2015 and 2014, Goodwill was made up as follows:
| Information Systems | Multimedia | |
|---|---|---|
| 2015 | ||
| Goodwill | 23,292,991 | 6,030,000 |
| Information Systems | Multimedia | |
| 2014 | ||
| Goodwill | 23,463,997 | 6,030,000 |
The evaluation of the existence of impairment losses in Goodwill is made by taking into account the cash-generating units, based on ch are made on an annual basis unless there is
evidence of impairment and prepared according to cash flow projections for periods of five years. In the area of information systems, the assumptions used are essentially based on the various businesses of the Group and the growth of the several geographic areas where the Group operates. The average growth rate used to the turnover of 5 years was 12.9%. For the Media sector, the average growth rate used was circa of 2%. The discount rates used were based on the estimated weighted average cost of capital, which depends on the business segment of each subsidiary, as indicated in the table below. In perpetuity, the Group considered a growth rate between 1% and 3% in the area of information systems and 0% in Multimedia area. In situations where the measurement of the existence, or not, of impairment is made based on the net selling price, values of similar transactions and other proposals made are used. Regarding the area of telecommunications (Zopt), the assessment of whether or not the impairment is determinate taking into account with several information as business plans approved by the Board of Directors, which implied average growth rate of operating margin amounts to 2.7%, and the average ratings of external reviewers (researches).
| Information Systems | Multimedia | Telecommunications | |
|---|---|---|---|
| Assumptions | |||
| Basis of recoverable amount | Value in use | Value in use | Value in use |
| Discount rate | 10.5% | 9.0% | 8.2% |
| Growth rate in perpetuity | Between 1% and 3% | 0.0% | 2.0% |
For the sector of Information Systems, in digital security area (Cybersecurity), a growth rate used was 3%.
The analyses of the impairment indices and the review of the impairment projections and tests have not lead to clearance losses, during the period ended 30 September 2015 and 2014. For the sensitivity analyses made, required in the IAS 36 - Impairment of Assets, have not lead to material changes of the recoveries, so not result material additional impairments.
The associated companies and the companies jointly controlled, their head offices, percentage of ownership and value in profit and loss statement on 30 September 2015 and 2014, are as follows:
| Percentage of ownership | Value in profit and loss statement | |||||||
|---|---|---|---|---|---|---|---|---|
| 30 September 2015 | 30 September 2014 | 30 September | ||||||
| Head Office | Direct | Total | Direct | Total | 2015 | 2014 | ||
| ZOPT (a) | Oporto | 50% | 50% | 50% | 50% | 16,472,670 | 16,260,650 | |
| Vila Nova de Gaia | 50% | 50% | 50% | 50% | 34,713 | 71,661 | ||
| Sociedade Independente de Radiodifusão 'Rádio Nova') |
Oporto | 45% | 45% | 45% | 45% | (11,447) | (35,822) | |
| S21Sec Ciber seguridad SA de CV ('Ciber seguridad') (b) |
Mexico City | Full consolidation method | 50% | 30% | (149,700) | (15,747) | ||
| Intelligent Big Data, S.L. ('Big Data') (c) | Gipuzcoa | 50% | 39% | 50% | 30% | (157) | (15) | |
| Total (note 20) | 16,346,079 | 16,280,727 |
(a) Includes the results of the subsidiaries,proportionally to capital held
(b) Company directly owned by S21 Sec México by 50%. On July 2015 Grupo S21 SEC Gestion acquired the remaining 50% of share capital stake on S21 Sec Ciberseguridad SA de CV. Given this change this company came to be owned by 77.65% by Sonaecom, S.G.P.S. S.A. (effective percentage) and became included in the consolidation through full consolidation method (note 3). (c) Company directly owned by S21 Sec Gestion
The associated companies and companies jointly controlled have been consolidated by the equity method. In accordance with the IFRS 11, the classification of investments in joint ventures is determined based on the existence of an agreement that clearly demonstrate and regulate the joint control. Thus, in accordance with the requirements of this standard, on 30 September 2015 the group only held jointly controlled companies.
During the years periods ended at 30 September 2015 and 2014, the movement occurred in investments in associated companies and companies jointly controlled, were as follows:
| 30 September 2015 | 30 September 2014 | |||||
|---|---|---|---|---|---|---|
| Ownership value | Goodwill | Total investment | Ownership value | Goodwill | Total investment | |
| Investments in associated companies and companies jointly controlled |
||||||
| Balance at 1 January | 633,758,552 | 87,849,200 | 721,607,752 | 622,585,085 | 87,849,200 | 710,434,285 |
| Increases | - | - | - | 1,500 | - | 1,500 |
| Equity method | ||||||
| Effect on gains and losses (note 20) | 16,507,819 | - | 16,507,819 | 16,316,549 | - | 16,316,549 |
| Effect on reserves | 3,088,982 | - | 3,088,982 | (13,098,985) | - | (13,098,985) |
| Dividends | (15,845,015) | - | (15,845,015) | (7,320,650) | - | (7,320,650) |
| 637,510,338 | 87,849,200 | 725,359,538 | 618,483,499 | 87,849,200 | 706,332,699 | |
| Registered in Provisions for other liabilities and charges (note 17) |
||||||
| Balance at 1 January | (168,071) | - | (168,071) | (105,384) | - | (105,384) |
| Equity method | ||||||
| Effect on gains and losses (note 17) | 17,910 | - | 17,910 | (35,822) | - | (35,822) |
| (150,161) | - | (150,161) | (141,206) | - | (141,206) | |
| Total investment in associated companies and companies jointly controlled net of impairment losses |
637,360,177 | 87,849,200 | 725,209,377 | 618,342,293 | 87,849,200 | 706,191,493 |
The division by company of the amount included on the investments in associated companies and join controlled is as follows:
| 30 September 2015 | 30 September 2014 | |||||
|---|---|---|---|---|---|---|
| Ownership value | Goodwill | Total investment | Ownership value | Goodwill | Total investment | |
| Investments in associated companies and companies | ||||||
| jointly controlled | ||||||
| Zopt | 637,038,644 | 87,527,500 | 724,566,144 | 617,957,603 | 87,527,500 | 705,485,103 |
| Unipress | 471,257 | 321,700 | 792,957 | 506,652 | 321,700 | 828,352 |
| SIRS | (149,569) | - | (149,569) | (141,206) | - | (141,206) |
| Ciber seguridad | - | - | - | 18,646 | - | 18,646 |
| Big Data | (155) | - | (155) | 598 | - | 598 |
| Total | 637,360,177 | 87,849,200 | 725,209,377 | 618,342,293 | 87,849,200 | 706,191,493 |
The aggregated amounts of the main financial indicators of the entities can be resumed as follows:
| (Amounts expressed in thounsand Euro) | 2015 | ||||||
|---|---|---|---|---|---|---|---|
| Operational | |||||||
| Entity | % holding | Asset | Liability | Equity | Revenue | results | Net result |
| ZOPT* | 50% | 4,584,315 | 2,023,682 | 2,544,688 | 1,067,897 | 117,813 | 65,891 |
| Unipress | 50% | 3,316 | 2,373 | 943 | 2,255 | 643 | 69 |
| SIRS | 45% | 363 | 695 | (332) | 674 | (5) | (13) |
| Big Data | 39% | 2 | 3 | (1) | - | (1) | (1) |
*The consolidated accounts not audited Union. The value of the shareholder funds includes non-controlling interests, and at 30 September 2015 italization amount to Euro 3,797 million.
During the period ended 30 September 2015, the company received the amount of Euro 15,815,500 referring to Zopt, S.G.P.S. dividends.
Following the announcement made, on 14 December 2012, between Sonaecom, SGPS, S.A., Kento Holding Limited and Jadeium BV reached an agreement to recommend to the Boards of Zon Multimédia
merger between the two companies, on 11 January 2013, Sonaecom, SGPS, S.A. carried out a capital increase in kind, transferring 81.807% of its financial participation in Optimus SGPS, S.A. to ZOPT,SGPS, S.A. (vehicle used for this purpose), conditional upon completion of the merger.
Thus, following the above mentioned agreement, on 27 August 2013, and after fulfilling all the requirements required to the operation, the merger was closed. Sonaecom considers this to be the date on which Zopt took control of Zon Optimus (now NOS SGPS, SA, hereinafter 'NOS', following the amendment of its name in June 2014), having 50.01% of its share capital. Accordingly, in the same day, SGPS, S.A. to Zopt. After the share capital increase of Zopt and the closing of the merger between Optimus SGPS and Zon, Sonaecom derecognized in 2013 in consolidated accounts, the assets and liabilities fully consolidated of Optimus SGPS and its subsidiaries amounting to Euro 992 million. Sonaecom has also recognized an investment in Zopt amounting to Euro 598 million1 , loans to be received from Zopt amounting Euro 230 million, which would later be converted on supplementary capital and reduced to Euro 115 million, and an investment registered at fair value through NOS shares results (the conversion of 20,921,650 Optimus SGPS shares, representing 18.193% of the share capital, to 37,489,324 NOS shares, representing 7.28% of the share capital), at the market price of 27 August 2013 (date of the closing of the merger), amounting to Euro 156 million (note 9). The investment registered at fair value was reduced in consequence of the General Public and Voluntary Offer (note 13), on 5 February 2014, decreasing the investment in shares NOS in the amount of 26,476,792 shares (EUR 141,650,837). Thus, Sonaecom, SGPS, S.A. now holds 11,012,532 shares representing the share capital of NOS, corresponding to a share of 2.14%.
ecom and Kento/Jadeium Group agreed not to acquire any shares of NOS, with the exception of the shares acquired by Sonaecom as a result of the operation. e merger, and for a period of three months, the Group Kento / Jadeium may exercise a call option over half of the shares of NOS that Sonaecom holds at the date of the exercise of call option, at a price equal to the weighted average price of the previous month.
Following the merger, was performed on Zopt a preliminary assessment of the fair value of assets acquired and assumed liabilities through this operation. In accordance with IFRS 3 - Business Combinations, a preliminary evaluation of the fair value of the acquired assets and liabilities assumed in this transaction was subject to changes over a period of one year from the date of control, and this ended at 26 August 2014.
1 The Zopt participation of Euro 598 million (598 = ((2,850 X 50.01%)-230)X 50%) results from the valuation of NOS, amounting to Euro 2,850 million. This corresponds to the sum of the valuation of the capital increase in Zopt made by Zon and Optimus in Euro 1,500 million and Euro 1,000 million, respectively (the valuation was made by entities involved in the capital increase and the merger project) and the minimum synergies estimated, disclosed in the merger project in the amount of Euro 350 million, deducted from loans totaling Euro 230 million (level 3 of inputs in the fair value of NOS (the argument for not using the Zon share price at the date of the close of the merger, as abovementioned, is proven by the positive evolution of NOS share price since the date of the merger until December 31sd 2013 (Euro 2,782 million versus 2,141, price at 27 August 2013, merger date)). For this reason, the market capitalization of Zon was not considered as a reference for valuing the Zopt investment. The valuation of Zon and Optimus was based on internally and projections, regarding the main economic indicators, including operating results and investment. For this purpose, was used a weighted average cost of capital of 9.5% and growth rate of 3%.
The detail of the net assets of the ZON Group at 26 August 2013 and the goodwill recorded under this transaction, updated at 26 August 2014, is as follows:
| (Amounts expressed in thousand Euro) | Book Values | Adjustments to fair value initially reported |
Changes of the adjustments to fair value |
Fair value |
|---|---|---|---|---|
| Acquired assets | ||||
| Tangible assets | 598,675 | 57,301 | - | 655,976 |
| Intangible assets | 137,644 | 170,575 | (33,202) | 275,017 |
| Investments in group companies | 33,646 | 284,807 | (41,259) | 277,194 |
| Deferred tax assets | 55,972 | 10,381 | 10,009 | 76,362 |
| Inventories | 18,034 | - | - | 18,034 |
| Accounts receivable and other assets | 169,888 | 1,861 | - | 171,749 |
| Cash and cash equivalents | 157,914 | - | - | 157,914 |
| 1,171,773 | 524,925 | (64,452) | 1,632,246 | |
| Acquired liabilities | ||||
| Borrowings | 817,435 | 7,634 | - | 825,069 |
| Provisions | 25,948 | 7,798 | 42,872 | 76,618 |
| Deferred tax liabilities | 7,450 | 68,591 | (9,994) | 66,047 |
| Share plan | 3,694 | - | - | 3,694 |
| Accounts payable and other liabilities | 296,169 | 2,062 | - | 298,231 |
| Minorities | 9,662 | - | - | 9,662 |
| 1,160,358 | 86,085 | 32,878 | 1,279,321 | |
| Net assets and liabilities | 11,415 | 438,840 | (97,330) | 352,925 |
| Goodwill | 1,147,075 | |||
| Acquisition price | 1,500,000 |
The fair value of net assets acquired was determined through various valuation methodologies for each type of asset or liability based on the best information available. The main fair value adjustments made in this process were : (i) valuation of Cines TV and TV Series channels (EUR +66.1 million), which will be amortised straight-line over a period of 10 years, (ii) portfolio customers (EUR +71.3 million), which will be amortised straight-line over the estimated average period of customer retention that is 6 years, (iii) financial investments ions of channels in the amount of EUR +29.4 million, valuation of client portfolios in the amount of EUR +17.1 million , among others, and their respective associated deferred taxes , (iv) increase of EUR +57.3 million in the book value of basic equipment , (v) changes in the fair value of borrowings in the amount of EUR -7.6 million , and (vi) contingent liabilities relating to present obligations amounting to EUR - 59.6 million.
The detail of Optimus Group's net assets and Goodwill at 26 August 2013 identified under this transaction, updated at 26 August 2014, are as follows:
| (Amounts expressed in thousand Euro) | Book Values | Adjustments to fair value initially reported |
Changes of the adjustments to fair value |
Fair value |
|---|---|---|---|---|
| Acquired assets | ||||
| Tangible assets | 569,441 | (62,616) | - | 506,825 |
| Intangible assets | 353,331 | 45,480 | - | 398,811 |
| Deferred tax assets | 100,976 | 27,626 | (2,368) | 126,234 |
| Inventories | 19,125 | (1,384) | - | 17,741 |
| Accounts receivable and other assets | 224,165 | - | - | 224,165 |
| Cash and cash equivalents | 17,987 | - | - | 17,987 |
| 1,285,025 | 9,106 | (2,368) | 1,291,763 | |
| Acquired liabilities | ||||
| Borrowings | 452,362 | - | - | 452,362 |
| Provisions | 35,224 | 30,091 | 47,124 | 112,439 |
| Deferred tax liabilities | 1,142 | 10,997 | - | 12,139 |
| Share plan | 6,469 | 3,144 | - | 9,613 |
| Accounts payable and other liabilities | 287,368 | 15,326 | - | 302,694 |
| 782,565 | 59,558 | 47,124 | 889,247 | |
| Net assets and liabilities | 502,460 | (50,452) | (49,492) | 402,516 |
| Goodwill | 597,484 | |||
| Acquisition price | 1,000,000 |
The fair value of net assets acquired was determined through several valuation methodologies for each type of asset or liability, based on the best information available. The main fair value adjustments made in this process were: (i) customer portfolio (EUR +23.4 million), which will be amortised linearly based on the estimated average time of customer retention; (ii) telecom licenses (EUR +12.7 million), which will be amortised over their estimated useful life; (iii) infrastructure reconstruction and replacement equipment costs and other adjustments on basic equipment in the amount of EUR -22.7 million; (iv) adjustment of EUR -27.7 million to carrying amount of the assets falling within by the commitments made to the Competition Authority, under the merger operation, in particular, the agreement on an option to acquire the fiber network of Optimus; (v) contingent liabilities related to present obligations in the amount of EUR -80.9 million, as permitted by IFRS 3, of which a percentage, corresponding to tax contingencies, was recorded as a reduction to deferred tax assets by tax losses, and (vi) contractual obligations in the amount of EUR -15.3 million related to long-term contracts whose prices are different from market prices.
The methodologies used in the main fair value adjustments were Discounted cash flows (Level 3) with the exception to Rooftops and Towers that was used the Rebuilding costs (Level 2), to Basic Equipment that was used the Replacement costs (Level 2) and to Contractual obligations that was used the Comparison with today fees (Level 2).
ents such as: (i) the average p of use of existing 2G/3G and LTE technologies and revenue growth as a result of the emergence of other new technologies, used in the valuation of the telecom licenses, among others. Although these estimates were based on the best information available at the date of preparation of the consolidated financial statements, current and future results may differ from these estimates.
Several scenarios have been considered in the valuations. The sensitivity analyzes performed have not led to significant changes in the allocation of the fair value of assets and liabilities.
For the remaining assets and liabilities were not identified significant differences between the fair value and their book value.
As usual on mergers and acquisitions, also in this operation, there was a part of the acquisition price which was not possible to allocate to the fair value of some identified assets and liabilities that w Goodwill is related to a number of different elements, which cannot be individually quantified and isolated in a viable way and include, for example, synergies, qualified workforce and technical skills.
On 18 December 2012 a ruling was passed on the proceedings instigated by NOS SA at the Annual Fee of 2009, for which the appeal was upheld, with no prior hearing, condemning ICP-ANACOM to pay the costs. ICP-ANACOM appealed and by decision of July 2013 was not upheld.
The remaining proceedings are awaiting trial and/or decision.
During the course of the 2003 to 2014 financial years, some companies of the NOS Group were the subject of tax inspections for the 2001 to 2012 financial years. Following these inspections, NOS, as the controlling company of the Tax Group, and companies not covered by Tax Group, were notified of the corrections made to the Group's tax losses, to VAT and stamp tax and to make the payments related to the corrections made to the above exercises. The total amount of the notifications is about Euro 25.8 million. Note that the Group considered that the corrections were unfounded, and contested the amounts mentioned. The Group provided the bank guarantees demanded by the Tax Authorities in connection with these proceedings.
At the end of year 2013 and taking advantage of the extraordinary settlement scheme of tax debts, the Group settled Euro 7.7 million (corresponding to notifications in the amount of Euro 17.3 million less accrued interests). This amount was recorded as "taxes receivable" non-current net of the provision recorded in the amount of Euro 3.5 million.
As belief of the Board of Directors of the NOS Group, supported by their lawyers and tax advisors, the risk of loss of these proceedings is not likely and the outcome thereof will not affect materially the consolidated position.
Action brought by MEO (PT) against NOS Madeira, claiming the payment of Euro 1.6 million, plus interests, for the alleged use of ducts, supply of the MID service, supply of video and audio channels, operating, maintenance and management costs of the Madeira/Porto Santo undersea cable and the use of two fiber optic circuits. NOS Madeira contested the action, in particular
the claimed prices, the services and the legitimacy of MEO in respect of the ducts. A decision was handed down in late July 2013, favourable to NOS Madeira. As a consequence of this decision, MEO appealed to the Lisbon Court of Appeal. In June 2015, the decision was handed down which fully acquitted NOS Madeira relative to MID and confirmed the lower court decision. This decision was appealed by MEO for the
The instances and process described above are provisioned in the consolidated accounts of ZOPT, given the degree of risk identified.
In April 2012, following the decision made on 19 July 2011 in which NOS Açores was acquitted, PT brought two new actions against NOS Açores, one relating to the MID service and the other to the supply of video and audio channels, claiming payment of Euro 222 thousand and Euro 316 thousand respectively, plus interest. They are awaiting for trial and decision. A sentence, without impacting interests, reduced the amount payable by NOS Açores to about Euro 97 thousand concerning S Açores was ordered to pay Euro 222 thousand. This decision has been appealed to the Supreme Court, in February 2015, which in April 2015 instance, i.e., ro pau the around of payment of Euro 97 thousand plus accrued interests in the amount of Euro 50 thousand. In what concerns the second action, in the third quarter of 2014, NOS Açores was sentenced to pay Euro 316 thousand, plus interest and legal costs. These amounts were paid in 2014.
In 2014, NOS SA providers of marketing services has brought a civil lawsuit against NOS SA, seeking a payment of about Euro 1,243 thousand, by the alleged early termination of contract and for compensation. It is belief of the Board that the arguments used are not correct, so the outcome of the proceeding will not result in significant impact on the financial statements of the group. This action waits for trial.
SPORT TV Portugal, S.A. was fined by the Competition Authority to the value of Euro 3,730 thousand for the alleged abuse of its dominant position in the domestic market of subscription channels with premium sport content.
SPORT TV is not in agreement with the decision and has therefore decided to appeal against it to the competent judicial authorities. The Court of Competition, Regulation and Supervision altered the value to Euro 2,700 thousand. Meanwhile, Sport contested that decision.
Action brought by Cogeco Cable Inc., former shareholder of Cabovisão, against Sport TV, NOS SGPS and a third, requesting, among others: (i) joint condemnation of the three institutions to pay compensation for damages caused by anti-competitive conduct, guilty and illegal, between 3 August 2006 and 30 March 2011, specifically for the excess price paid for Sport TV channels by Cabovisão, in the amount of Euro 9.1 million; (ii) condemnation for damages corresponding to the remuneration of capital unavailable, in the amount Euro 2.4 million; and (iii) condemnation for damages corresponding to the loss of business from anti-competitive practices of Sport TV, in connection with the enforcement proceedings. The NOS Group contested the action, waiting for trial.
It is the understanding of the Board of Directors, supported by lawyers who monitor the process, that, in substance, it is unlikely that NOS SA is responsible in this action.
Cabovisão brought an action against the SPORT TV, in which it requests compensation from the latter for alleged losses resulting from abuse of a dominant position. The Board of Directors of Sport TV and lawyers, who monitor the process, predict a favorable outcome, not estimating impacts in the accounts, in addition to those already registered.
The general conditions that affect the agreement and termination of this contract between NOS and its clients, establish that if the products and services provided by the client can no longer be used prior to the end of the binding period, the client is obliged to immediately pay damages.
Until 31 December 2014, revenue from penalties, due to inherent uncertainties was recorded only at the moment when it was received, so at 31 December 2014, the receivables by NOS SA, NOS Madeira and NOS Açores amount to a total of Euro 112,759 thousand. During the period ended on 30 September 2015 Euro 3,612 thousand related to 2014 receivables were received and recorded in the income statement.
From 1 January 2015, Revenue from penalties is recognised taking into account an estimated collectability rate taking into account the Group's collection history. The penalties invoiced are recorded as accounts receivable and amounts determined as uncollectible are recorded as impairment by deducting revenue recognized upon invoicing.
At 30 September 2015, accounts receivable and accounts payable include Euro 37,139,253 and Euro 29,913,608, respectively, resulting from a dispute between the subsidiary NOS SA and, essentially, the operator MEO Serviços de Comunicação e Multimédia, S.A. (previously named TMN Telecomunicações Móveis Nacionais, S.A.), in relation to the indefinition of interconnection tariffs, recorded in the year ended at 31 December 2001. In the lower court, the decision was favourable to NOS SA concluding that the interconnection prices for 2001 were not defined. The settlement of outstanding amounts will depend on the price that will be established.
Infringement proceedings in the amount of approximately Euro 4.5 million, established by the National Commission for Data he project phase of decision, NOS SA argued, firstly, a set of procedural irregularities and, secondly, a set of fact and law arguments that the Board understood to impose a final decision to dismiss the case. However, on 16 January 2014, NOS SA received a settlement notice regarding the fine imposed by the CNPD, against which appealed to the courts. On 8 September 2014, the Court for Competition, Euro 600 thousand. NOS SA appealed against this decision. As a consequence of this decision, the provision was reduced by Euro 3.9 million, affecting the net income/(loss) of the year ended in 2014. On 5 February 2015, the Lisbon Court of Appeal set the fine at Euro 100 thousand, a decision which became final and unappealable. NOS reverted the provision in the amount of Euro 500 thousand and paid the fine in April 2015.
Infringement proceedings due to an alleged failure, by NOS SA, to apply the resolutions taken by ANACOM on 26 October 2005, concerning termination rates for fixed calls. Following a deliberation of Board of Directors of the regulator, in April 2012, a fine of
approximately Euro 6.5 million was applied to NOS SA; NOS SA has appealed for the judicial review of the decision and the court has declared the pr , in January 2014 defence). In April 2014 ANACOM has notified NOS SA of a new judicial process, based on the same accusations. This process is a repetition of the initial one. In September 2014, ANACOM, based on the same facts, fine on NOS SA in the amount of Euro 6.5 million. This decision was contested by NOS SA. In May 2015, it was acquitted, which revoked the decision by ANACOM and the fine which had been applied. ANACOM appealed the decision and the process is currently on appeal in Lisbon Court of Appeal.
The fiscal authorities are of the opinion that NOS SA has broken the principle of full competition under the terms of (1) of article 58 of the Corporate Tax Code (CIRC), by granting supplementary capital to its subsidiary NOS Towering, without having been remunerated at a market interest rate. In consequence, it has been notified, with regard to the years 2004, 2005, 2006 and 2007, of corrections to the determination of its taxable income in the total amount of Euro 20.5 million. NOS SA contested the decision with regard to all the above mentioned years. As for the year 2007, the Fiscal and Administrative Court of Oporto has already decided unfavourably. The company has contested this decision.
For the year ended at 31 December 2010, the subsidiary NOS SA was notified of the Report of Tax Inspection, where it is considered that the increase, when calculating the taxable profit for the year 2008, of the amount of Euro 100 million, with respect to initial price of future credits transferred to securitization, is inappropriate. Given the principle of periodisation of taxable income, NOS SA was subsequently notified of the improper deduction of the amount of Euro 20 million in the calculation of taxable income between 2009 and 2012 (tax inspection report received in January 2015). Given that the increase made in 2008 was not accepted due to not complying with Article 18 of the CIRC, also in the years following, the deduction corresponding to credits generated in that year, will eliminate the calculation of taxable income, to meet the annual amortisation hired as part of the operation (20 million per year during 5 years). NOS SA challenged the decisions regarding 2008, 2009, 2010, 2011 and 2012 fiscal year. Regarding the year 2008, the Administrative and Fiscal Court of Porto has already decided unfavourably, in March 2014. The company has appealed.
The Extraordinary contribution toward the fund for the compensation of the net costs of the universal service of electronic communications (CLSU) is legislated in Articles 17 to 22 of Law nr 35/2012, of 23 August. From 1995 until June 2014, PT Comunicações, SA (PTC) was the sole provider for the universal service of electronic communications, having been designated administratively by the government, i.e without a tender procedure, which constitutes an illegality, as acknowledged by the European Court of Justice wh designating Portugal Telecom. In accordance with Article 18 of the abovementioned Law 35/2012, the net costs incurred by the operator responsible for providing the universal service, approved by IPC-ANACOM, must be shared between other companies who provide, in national territory public communication networks and publicly accessible electronic communications services. NOS is therefore within the scope of this extraordinary contribution given that PTC has being requesting the payment of CLSU to the compensation fund of the several periods during which it was responsible for providing the services. The compensation fund can be activated to compensate the net costs of the electronic communications universal service, relative to the period before the designation of the provider by tender, whenever, cumulatively (i) there are net costs, considered excessive, the amount of which is approved by ICP-ANACOM, following an audit to their preliminary calculation and support documents, which are provided by the universal service provider, and (ii) the universal service provider requester the Government compensation for the net costs approved under the terms previously mentioned. In September 2013, ICP-ANACOM delivered to approve the final results of the CLSU audit presented by PTC, relative to the period from 2007 to 2009, in a total amount of Euro 66.8 million, a decision which was contested by NOS and about which NOS was, in June 2014, notified of the argument provided by ICP-ANACOM. Also in June 2014, ICP-ANACOM requested NOS to send the information regarding the revenue eligible, for the purpose of the contribution toward the compensation fund relative to the pe agreement as to the existence of any obligation to pay the extraordinary contribution. In November 2014, ICP ANACOM deliberated to approve the final results of the CLSU audit by PTC, relative to the period from 2010 to 2011, in a total amount of 47 million euros, a decision also contested by NOS. Upon completion of an audit to the amount of revenues eligible reported in June 2014, in January 2015, ANACOM issued the settlement notes in the amount of Euro 18.6 million related to NOS CLSU 2007 to 2009, which were contested in March 2015 and for which a bail was presented by NOS SGPS to avoid Tax Execution Proceedings. In June 2015, ANACOM has notified NOS SA with regards to the probable decision regarding the results of the audit to CLSU presented by PTC, for the year 2012, in the amount of Euro 26.4 million. In September 2015 resolved on the approval of these results for the year 2012. This decision
will timely be contested by NOS. It is expected that PTC will submit to ICP-ANACOM the CLSU calculations incurred in the period from 2013 and the first semester of 2014. At the moment, It is estimated that the contribution of NOS, SA, relative to the period from 2013 to June 2014, amounts to Euro 9.1 million.
It is the opinion of the Board of Directors of NOS that these extraordinary contributions to CLSU of service providing by PTC (not designated through a tender procedure) violates the Directive of Universal Service. Moreover, considering the existing legal framework since NOS began its activity, the request of payment of the extraordinary contribution violates the principle of the protection of confidence, recognised on a legal and constitutional level in Portuguese domestic law. For these reasons, NOS will continue judicially challenge the liquidation of each extraordinary contributions, once the Board of Directors is convinced it will be successful in all challenges, both future and already undertaken.
Regardless of the belief of the Board of Directors of NOS, was attributed, in 2014, in the Goodwill allocation period provided by IFRS 3, a provision to remedy this situation, with regard to possible liability to the date of the merger.
The Sonaecom Board of Directors believes that the above processes may result in contingencies that affect the NOS group's accounts are properly provisioned, given the degree of risk in the consolidated accounts of Sonaecom.
On August 2013, Sonaecom Group began to hold NOS shares recorded at fair value through profit or loss, as a result of the merger between Optimus SGPS and Zon (Note 8), since it is the initial classification of an asset held for a sale purpose in a short-time. In ntrol situation with ZOPT. Some of these shares were used as part of the General Public and Voluntary Offer acquisition of own shares, as described below.
The period ended 30 September 2014 were acquired Sonae shares in accordance with the movement described below.
The movements occurred in financial assets at fair value through profit or loss, on 30 September 2015 and 2014 were as follows:
| 2015 | ||||||
|---|---|---|---|---|---|---|
| Financial assets at fair value through profit or loss | Opening balance | Increases | Decreases | Fair value adjustments (note 20) |
Increase and decrease in fair value of shares intended to cover MTIP* |
Closing balance |
| NOS | 57,661,618 | - | - | 23,511,755 | - | 81,173,373 |
| Sonae SGPS | 2,303,954 | - | (2,736,246) | 216,840 | 367,097 | 151,645 |
| 59,965,572 | - | (2,736,246) | 23,728,595 | 367,097 | 81,325,018 | |
| Recorded under the caption non current assets (note 4) | 151,645 | |||||
| Recorded under the caption current assets (note 4) | 81,173,373 |
*Incentive medium-term plans
| 2014 | ||||||
|---|---|---|---|---|---|---|
| Financial assets at fair value through profit or loss | Opening balance | Increases | Decreases | Fair value adjustments (note 20) |
Increase and decrease in fair value of shares intended to cover MTIP* |
Closing balance |
| NOS | 202,442,350 | - | (141,650,837) | (8,217,685) | - | 52,573,828 |
| Sonae SGPS | - | 5,522,188 | (2,804,200) | (29,241) | (105,798) | 2,582,949 |
| 202,442,350 | 5,522,188 | (144,455,037) | (8,246,926) | (105,798) | 55,156,777 | |
| Recorded under the caption non current assets (note 4) | 1,142,185 | |||||
| Recorded under the caption current assets (note 4) | 54,014,592 | |||||
*Incentive medium-term plans
The increases and decreases in the Profit and Loss Statement (note 20). With the exception of the increases and decreases in the fair value of shares allocated to cover
the medium-term incentive plans whose value is recorded under "Other operating expenses" and "Other financial expenses" in the income statement.
The decreases at 30 September 2015, in the investment in Sonae SGPS shares, correspond essentially to the payment of the medium-term incentive plan that expired in the period ended at 30 September 2015.
The decreases at 30 September 2014 represent the counterpart in NOS shares provided for the terms of trade of the General Public and Voluntary Offer for acquisition of own shares (note 13). As a result of this offering Sonaecom reduced its investment in NOS shares in 26,476,792 shares (EUR 141,650,837) and now holds 11,012,532 shares representing the share capital of NOS, corresponding to a share of 2.14%.
The amount recorded in non-current assets corresponds to the investment in Sonae SGPS shares, to cover the medium-term incentive plans, which payment will occur in more than one year.
The evaluation of fair value of the investment is detail as follows:
| 2015 | NOS | Sonae SGPS | |||
|---|---|---|---|---|---|
| Shares | 11,012,532 | 137,859 | |||
| Level of inputs in the hierarchy of fair value | Level 1 | ||||
| Valuation method | Quoted price on the stock exchange | ||||
| Quoted price* | 7.371 1.100 |
||||
| Fair value | 81,173,373 | 151,645 |
* Used the share price of 30 September 2015 in the determination of the fair value.
| 2014 | NOS | Sonae SGPS | |||
|---|---|---|---|---|---|
| Shares | 11,012,532 2,249,955 |
||||
| Level of inputs in the hierarchy of fair value | Level 1 | ||||
| Valuation method | Quoted price on the stock exchange | ||||
| Quoted price* | 4.774 | 1.148 | |||
| Fair value | 52,573,828 | 2,582,949 |
* Used the share price of 30 September 2014 in the determination of the fair value.
On 30 September 2015 and 2014, this caption included investments classified as available-for-sale and was made up as follows:
| % | 2015 | 2014 | |
|---|---|---|---|
| 1.38% | 197,347 | 197,344 | |
| VISAPRESS - Gestão de Conteúdos dos Média, CRL | 10.00% | 5,000 | 5,000 |
| Others | 10,707 | 13,104 | |
| Impairment losses | (100,000) | (100,000) | |
| 113,054 | 115,448 |
On 30 September 2015, these investments correspond to shareholdings of immaterial amount, in unlisted companies, in which the Group has no significant influence, and in which the acquisition cost of such investments is a reasonable estimation of their fair value, adjusted where applicable, by the respective impairment losses.
The assessment of impairment in the investments described above is performed through comparisons with the value of the percentage of share capital detained by the Group and with multiples of sales and EBITDA of companies of the same sector.
The financial information regarding these investments is detailed below (in thousands of euro):
| Assets | funds | Gross debt | Turnover | Operational results |
Net income | |
|---|---|---|---|---|---|---|
| (1) | 12,350 | 5,440 | 696 | 14,594 | 357 | (802) |
| VISAPRESS - Gestão de Conteúdos dos Média, CRL (1) | 40 | 2 | - | 45 | (10) | (10) |
(1) Amounts expressed in thousands euro at 31 December 2014.
Deferred tax assets on 30 September 2015 and 2014, amounted to Euro 8,254,952 and Euro 7,063,152, respectively, and arose, mainly, from tax losses carried forward, from tax benefits, from differences between the accounting and tax amount of some fixed assets and from others temporary differences. The movements in deferred tax assets in the periods ended 30 September 2015 and 2014 were as follows:
| 2015 | |||||||
|---|---|---|---|---|---|---|---|
| Record/(revers | |||||||
| Balance at 31 | Companies included | Movements in | e) of deferred | Discontinued | Balance at | ||
| December | in the consolidation | deferred tax of | Utilization of | tax of previous | units (Note | 30 september | |
| 2014 | perimeter (note 3.a) | the year | deferred tax | years | 3.d)) | 2015 | |
| Tax losses | 2,459,918 | - | 753,677 | (19,515) | - | - | 3,194,080 |
| Tax provisions not accepted and other temporary differences | 1,658,953 | - | (57,266) | - | (131,135) | - | 1,470,552 |
| Tax benefits (SIFIDE, RFAI and CFEI) | 1,183,946 | - | 52,723 | - | 991,595 | - | 2,228,264 |
| Differences between the tax and accounting amount of certain fixed assets and others |
1,745,300 | - | (189,250) | - | - | - | 1,556,050 |
| Effect on results (note 21) | 7,048,117 | - | 559,884 | (19,515) | 860,460 | - | 8,448,946 |
| Discontinued operations (note 3.d)) | (169,548) | - | - | - | - | - | (169,548) |
| Others | (41,339) | - | 16,893 | - | - | - | (24,446) |
| Closing balance | 6,837,230 | - | 576,777 | (19,515) | 860,460 | - | 8,254,952 |
| 2014 | |||||||
|---|---|---|---|---|---|---|---|
| Balance at 31 December 2013 |
Companies included in the consolidation perimeter (note 3.a) |
Movements in deferred tax of the year |
Utilization of deferred tax |
Record/(revers e) of deferred tax of previous years |
Discontinued units (Note 3.d)) |
Balance at 30 september 2014 |
|
| Tax losses Tax provisions not accepted and other temporary differences Tax benefits (SIFIDE, RFAI and CFEI) Adjustments in the conversion to IAS/IFRS Differences between the tax and accounting amount of certain fixed assets and others |
848,995 1,510,903 946,535 227 1,997,545 |
1,090,050 21,109 - - - |
572,725 348,199 - - (191,369) |
(204,873) - - - - |
- (15,950) 444,193 (146) - |
- (104,181) (65,367) - - |
2,306,897 1,760,080 1,325,361 81 1,806,176 |
| Effect on results (note 21) Companies included in the consolidation perimeter (Note 3.a)) and discontinued operations (Note 3.d)) Others |
5,304,205 - (104,319) |
- 1,111,159 - |
729,555 - (31,124) |
(204,873) - - |
428,097 - - |
- (169,548) - |
6,256,984 941,611 (135,443) |
| Closing balance | 5,199,886 | 1,111,159 | 698,431 | (204,873) | 428,097 | (169,548) | 7,063,152 |
Deferred taxes related to the IAS / IFRS conversion adjustments correspond to the temporary differences generated in the companies included in consolidation and result from the fact that IAS / IFRS conversion adjustments, recorded in these companies at 31 December 2009, already considered in consolidated financial statements under IAS / IFRS, from previous years, only be considered for tax purposes, linearly, for a period of five years between 2010 and 2014.
On 30 September 2015 and 2014, assessments of the deferred tax assets to be recovered and recognised were made. Potential deferred tax assets were recorded to the extent that future taxable profits were expected to be generated against which the tax losses and deductible tax differences could be used. These assessments were made based on the most recent business plans duly approved by the Board of Directors of the Group companies, which are periodically reviewed and updated. The main criteria used in those business plans are described in note 7.
The rate used at 30 September 2015, in Portuguese companies, to calculate the deferred tax assets relating to tax losses carried forward was 21% (23% in September 2014), as a consequence of the IRC rate change from 23% to 21% from 2015 onwards . The rate used to calculate the temporary differences in Portuguese companies, including provisions not accepted and impairment losses, was 22.5% (24.5% in September 2014). taxation of temporary differences during the estimated period when the referred rate will be applicable. Tax benefits, related to deductions from taxable income, are considered at 100%, and in some cases, their full acceptance is dependent on the approval of the authorities that concede such tax benefits. For foreign companies was used the rate in force in each country.
In accordance with the tax returns and other information prepared by the companies that have registered deferred tax assets, the detail of such deferred tax assets, by nature, on 30 September 2015 was as follows:
| 2015 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nature | Companies included in the tax group |
Digitmarket * | We Do Brasil |
We Do USA | SSI Espanã |
We Do Mexico |
Saphety Brasil |
S21 Sec Gestion |
S21 Sec Institute |
S21 Sec Labs |
Lookwise | Total | Total Sonaecom Group |
| Tax losses: | |||||||||||||
| To be used until 2021 | - | - | - | - | - | 26,514 | - | - | - | - | - | 26,514 | 26,514 |
| To be used until 2022 | - | - | - | - | - | 26,517 | - | - | - | - | - | 26,517 | 26,517 |
| To be used until 2023 | - | - | - | - | - | 183,770 | - | - | - | - | - | 183,770 | 183,770 |
| To be used until 2025 | - | - | - | - | - | 94,232 | - | - | - | - | - | 94,232 | 94,232 |
| To be used until 2027 | - | - | - | - | - | - | - | - | 13,482 | 45,833 | - | 59,315 | 59,315 |
| To be used until 2028 | - | - | - | - | 126,288 | - | - 289,787 | 36,623 | 12,017 | 526,337 | 991,052 | 991,052 | |
| To be used until 2030 | - | - | - | 163,112 | 32,650 | - | - | - | - | - | - | 195,762 | 195,762 |
| To be used until 2033 | - | - | - | 123,413 | - | - | - | - | - | - | - | 123,413 | 123,413 |
| To be used until 2034 | - | - | - | 739,828 | - | - | - | - | - | - | - | 739,828 | 739,828 |
| To be used until 2035 | - | - | - | 730,727 | 22,950 | - | - | - | - | - | - | 753,677 | 753,677 |
| Tax losses | - | - | - | 1,757,080 | 181,888 | 331,033 | - 289,787 | 50,105 | 57,850 | 526,337 | 3,194,080 | 3,194,080 | |
| Provisions not accepted and other temporary differences |
664,298 | 5,081 | 285,871 | 302,717 | - | 101,331 | 7,073 | - | - | - | - | 702,073 | 1,366,371 |
| Tax benefits (SIFIDE, RFAI and CFEI) | 2,089,157 | 52,723 | - | 21,017 | - | - | - | - | - | - | - | 73,740 | 2,162,897 |
| Differences between the tax and accounting amount of certain fixed assets and others |
- | - | - | - | - | - | - | - | - | - | - | - | 1,556,050 |
| Others | - | - | (83,340) | 75,684 | - | (14,725) | (2,065) | - | - | - | - | (24,446) | (24,446) |
| Total | 2,753,455 | 57,804 | 202,531 | 2,156,498 | 181,888 | 417,639 | 5,008 289,787 | 50,105 | 57,850 526,337 | 3,945,447 | 8,254,952 |
*In 2015 Digitmarket was no longer included in the tax group
On 30 September 2015 and 2014, the Group has other situations where potential deferred tax assets could be recognised, but since it is not expected that sufficient taxable profits will be generated in the future to cover those losses, such deferred tax assets were not recorded:
| 2015 | 2014 | |
|---|---|---|
| Tax losses | 9,757,053 | 8,658,540 |
| Temporary differences (provisions not accepted for tax purposes and other temporary diferences) | 30,864,855 | 33,062,129 |
| Others | 12,904,085 | 839,034 |
| 53,525,993 | 42,559,703 |
At 30 September 2015 and 2014, tax losses for which deferred tax assets were not recognised have the following due dates:
| Due date | 2015 | 2014 |
|---|---|---|
| 2014 | - | 308,219 |
| 2015 | 1,109,565 | 1,226,551 |
| 2016 | 269,298 | 270,858 |
| 2017 | 151,129 | 206,253 |
| 2018 | 292,701 | 258,721 |
| 2019 | 371,427 | 373,730 |
| 2020 | 158,146 | 69,503 |
| 2021 | 92,162 | 173,547 |
| 2022 | 321,193 | 355,944 |
| 2023 | 87,958 | 97,052 |
| 2024 | 65,708 | - |
| 2025 | 312,211 | - |
| 2026 | 520,678 | 952,063 |
| 2027 | 261,739 | 256,524 |
| 2028 | 183,642 | 557,474 |
| 2029 | 1,664,913 | - |
| 2030 | 958,240 | 84,942 |
| 2031 | 87,290 | 106,853 |
| 2032 | 56,795 | 75,789 |
| Unlimited | 2,792,258 | 3,284,517 |
| 9,757,053 | 8,658,540 |
The years 2028 and following are applicable to the subsidiaries incorporated in countries in which the reporting period of tax losses is greater than twelve years.
The deferred tax liabilities at 30 September 2015 in the amount of Euro 104,219 (Euro 158,867 in 2014) result mostly from temporary differences between the accounting and tax value of the intangible assets.
The movement that occurred in deferred tax liabilities in the years ended at 30 September 2015 and 2014 were as follows:
| 2015 | 2014 | |
|---|---|---|
| Opening balance | - | (89,522) |
| Temporary differences between accounting and tax result | (104,219) | 88,971 |
| Sub-total effect on results (note 21) | (104,219) | 88,971 |
| Others | - | 551 |
| Entry of companies in the consolidation perimeter | - | (158,687) |
| Closing balance | (104,219) | (158,687) |
The reconciliation between the earnings before taxes and the taxes recorded for the periods ended 30 September 2015 and 2014 is as follows:
| 2015 | 2014 (restated) |
|
|---|---|---|
| Earnings before taxes | 39,514,912 | 10,081,249 |
| Income taxation | (8,298,132) | (2,318,687) |
| Deferred tax assets not recognised in the individual accounts and / or resulting from consolidation adjustments, autonomous taxation, surcharge and other non-deductible accounting adjustments |
6,626,898 | 174,516 |
| Record/(reverse) of deferred tax assets related to previous years and tax benefits | 860,460 | 362,730 |
| Use of tax losses and tax benefits without record of deferred tax asset in previous years | 287,043 | 119,571 |
| Temporary differences for the year without record of deferred tax assets | (3,363) | 1,276,254 |
| Income taxation recorded in the year (note 21) | (527,094) | (385,616) |
The tax rate used to reconcile the tax expense and the accounting profit is 21% (23% in 2014) because it is the standard rate of the corporate income tax in Portugal in 2015, country where almost all of the income of Sonaecom group are taxed.
Portuguese Tax Authorities can review the income tax returns of the Company and of its subsidiaries with head office in Portugal for a period of four years (five years for Social Security), except when tax losses have been generated, tax benefits have been granted or when any review, claim or impugnation is in course, in which circumstances, the periods are extended or suspended. Consequently, tax returns of each year, since the year 2011 (inclusive) are still subject to such review. The Board of Directors believes that any correction that may arise as a result of such review would not have a significant impact on the accompanying consolidated financial statements.
visioned in the consolidated financial statements, associated to probable tax contingencies that should have been registered or disclosed in the accompanying financial statements, on 30 September 2015.
On 30 September 2015 and 2014, this caption was made up as follows:
| 2015 | 2014 | |
|---|---|---|
| Cash | 26,448 | 20,326 |
| Bank deposits repayable on demand | 71,534,070 | 20,932,288 |
| Treasury applications | 110,239,895 | 161,904,480 |
| Cash and cash equivalents | 181,800,413 | 182,857,094 |
| Bank overdrafts (note 15) | (297,456) | (851,710) |
| 181,502,957 | 182,005,384 |
On 30 September 2015 and 2014 Treasury App
The above mentioned applications were paid and, during the period ended 30 September 2015, the interest tax rate in force was 0.21% (0.54% in 2014) being, in the referred date, distributed by six financial institutions.
On 30 September 2015 and 2014, the share capital of Sonaecom was comprised by 311,340,037 ordinary registered shares, of Euro 0.74 each.
At those dates, the Shareholder structure was as follows:
| 2015 | 2014 | |||
|---|---|---|---|---|
| Number of shares | % | Number of shares | % | |
| Sontel BV | 194,063,119 | 62.33% | 194,063,119 | 62.33% |
| Sonae SGPS | 81,022,964 | 26.02% | 81,022,964 | 26.02% |
| Shares traded on the Portuguese Stock Exchange ('Free Float') | 30,682,940 | 9.86% | 30,682,940 | 9.86% |
| Own shares (note 14) | 5,571,014 | 1.79% | 5,571,014 | 1.79% |
| 311,340,037 | 100.00% | 311,340,037 | 100.00% |
On 5 February 2014, Sonaecom made public the decision to launch a general and voluntary tender offer for the acquisition of shares representing the share capital of Sonaecom.
The offer was general and voluntary, with the offered obliged to acquire all the shares that were object of the offer and were, until the end of the respective period, subject to valid acceptance by the recipients.
The period of the offer, during which sales orders were received, ran for two weeks, beginning on 6 February and ending on 19 February 2014.
On 20 February 2014, the results of the offer were released. The level of acceptance reached 62%, corresponding to 54,906,831 Sonaecom shares. During the 2014 Sonaecom reduced its share capital by Euro 136 million as a result of the extinction of the own shares acquired (54,906,831 shares) and reduction of the nominal value of the remaining shares of capital of Sonaecom from Euro 1 to Euro 0.74 per share. Following this result, the Euronext Lisbon announced the exclusion of Sonaecom PSI-20 from 24 February 2014.
As a return for the own shares acquired in this General Public Offer and Voluntary process Sonaecom delivered 26,476,792 shares representing the share capital of NOS which were recorded in the balance sheet by Euro 141,650,837 (note 9) and the amount of Euro 19,632 in cash, so as a result of this General Public and Voluntary Offer, assets and equity Sonaecom decreased by Euro 141,670,470.
All shares that comprise the share capital of Sonaecom, are authorized, subscribed and paid. All shares have the same rights and each share corresponds to one vote.
During the period ended 30 September 2015, Sonaecom did not acquire, sold or delivered own actions, in addition the own shares purchased under the General Public Offer and Voluntary process described in note 13, whereby the amount held to date, is of 5,571,014 own shares representing 1.79% of its share capital, at an average price of Euro 1.380.
On 30 September 2015 and 2014, the caption Loans had the following breakdown:
| Amount outstanding | ||||||
|---|---|---|---|---|---|---|
| Type of | ||||||
| Company | Issue denomination | Limit | Maturity | reimbursement | 2015 | 2014 |
| WeDo USA | Bank loan | - | Apr-19 | Parcel | - | 4,334,836 |
| S21GES | Bank loan | 1,229,223 | Jul-21 | Parcel | 1,229,223 | 1,229,223 |
| S21GES | Bank loan | 600,919 | Jul-21 | Parcel | 600,919 | 600,919 |
| S21GES | Bank loan | 573,839 | Jul-21 | Parcel | 573,839 | 573,839 |
| S21GES | Bank loan | 547,000 | Jul-21 | Parcel | 547,000 | 547,000 |
| S21GES | Bank loan | 309,000 | Jul-21 | Parcel | 309,000 | 309,000 |
| S21GES | Bank loan | 296,000 | Jul-21 | Parcel | 296,000 | 296,000 |
| S21GES | Bank loan | 192,000 | Jul-21 | Parcel | 192,000 | 192,000 |
| S21 Sec Labs | Repayable subsidies | - | Jun-24 | Parcel | 2,050,058 | - |
| S21 Sec Gestion | Repayable subsidies | - | Jun-25 | Parcel | 1,642,789 | - |
| Lookwise | Repayable subsidies | - | Dec-25 | Parcel | 1,130,322 | - |
| Saphety | Minority Shareholder loans | - | - | - | 451,322 | 451,322 |
| Costs associated with financing set-up | - | - | - | (88,106) | (99,735) | |
| Interests incurred but not yet due | - | - | - | 35,018 | 74,411 | |
| 8,969,384 | 8,508,815 |
| Amount outstanding |
||||||
|---|---|---|---|---|---|---|
| Type of | ||||||
| Company | Issue denomination | Limit | Maturity | reimbursement | 2015 | 2014 |
| WeDo USA | Bank loan | - | Apr-14/Oct-14 | - | - | 1,083,709 |
| S21 Sec Gestion | Overdraft facilities | 200,000 | Jul/16 | - | 199,912 | 199,912 |
| S21 Sec Gestion | Overdraft facilities | 150,000 | Jul/16 | - | 150,000 | 149,000 |
| S21 Sec Gestion | Overdraft facilities | 150,000 | Jul/16 | - | 149,460 | 109,768 |
| S21 Sec Gestion | Overdraft facilities | 100,000 | Jul/16 | - | 99,600 | 98,912 |
| S21 Sec Gestion | Overdraft facilities | 500,000 | Jul/16 | 310,765 | ||
| S21 Sec Gestion | Factoring | 500,000 | Undefined | - | - | - |
| S21 Sec Gestion | Factoring | 1,135,000 | Jul/16 | - | 324,153 | - |
| S21 Sec Labs | Reimbursable grants | - | Jun-16 | - | 157,335 | - |
| Lookwise | Reimbursable grants | - | Jun-16 | - | 187,941 | - |
| S21 Sec Gestion | Reimbursable grants | - | Jun-16 | - | 190,431 | - |
| Several | Bank overdrafts (note 12) | - | - | - | 297,456 | 294,118 |
| Several | Interests incurred but not yet due | - | - | - | - | 31,728 |
| 2,067,053 | 1,967,147 |
Sonaecom has also a short term bank credit line, in the form of current or overdraft account commitment, in the amount of Euro 1.2 million and S21GES in the amount of Euro 909 thousand, in periods, generally up to a year.
All these bank credit lines of short-term portion bear interest at market rates, indexed to the Euribor for the respective term, and were all contracted in Euro.
On 30 September 2015 the Group had grants obtained from dependent entities of the Government of Navarra, CDTI and 'Ministerio de Ciencia y Tecnología'. These subsidies are recorded at amortized cost in accordance with the method of effective interest rate and have the following repayment plan:
| 2015 | |
|---|---|
| 2015 | 301,369 |
| 2016 | 791,459 |
| 2017 | 1,122,990 |
| 2018 | 1,108,096 |
| 2019 and follows | 2,034,962 |
| 5,358,876 |
These subsidies bear interest at rates between 0% and 4%.
In April 2012, WeDo Americas contracted a long term loan, amounted to USD 7.5 million with the maturity of seven years, organised by Espirito Santo Bank. Repayment of this loan was due in 11 equal semi-annual payments, with the first made in April 2014. This loan was repaid early in October 2014.
| 2015 | |||
|---|---|---|---|
| Issue denomination | Bank | Limit | Maturity |
| Bank loan | Popular | 1,229,223 | Jul-21 |
| Bank loan | Santander | 600,919 | Jul-21 |
| Bank loan | BBVA | 573,839 | Jul-21 |
| Bank loan | Bankinter | 547,000 | Jul-21 |
| Bank loan | Sabadell | 309,000 | Jul-21 |
| Bank loan | Popular | 296,000 | Jul-21 |
| Bank loan | La Caixa | 192,000 | Jul-21 |
The average interest rate of these loans, on 30 September 2015, was 3%.
On 30 September 2015, the main financial constraints (covenants) included in debt contracts are related with pledge clauses, which impose certain restrictions, namely, on the mortgaging or pledging of real guarantees in property, on elements or assets of activities, on the issue of new shares or change in shareholder rights. The penalties applicable in the event of default in these covenants are generally the early payment of the loans obtained.
On 30 September 2015 and at present date, Sonaecom was fully compliant with all the financial constraints above mentioned.
On 30 September 2015 and 2014, the obligations to credit institutions (nominal values) related with medium and long-term loans and its interests are repayable as follows (values based on the latest interest rate established for each type of loan):
| Within 12 months |
Between 12 and 24 months |
Between 24 and 36 months |
Between 36 and 48 months |
Between 48 and 60 months |
Between 60 and 72 months |
|
|---|---|---|---|---|---|---|
| 2015 | ||||||
| Other loans S21GES: | ||||||
| Reimbursements | - | 169,469 | 874,779 | 865,083 | 860,937 | 977,713 |
| Interests | 118,661 | 131,053 | 167,539 | 123,941 | 80,754 | 37,719 |
| 118,661 | 300,522 | 1,042,318 | 989,024 | 941,691 | 1,015,432 | |
| 2014 | ||||||
| Other loans S21GES: | ||||||
| Reimbursements | - | - | 64,000 | 916,000 | 916,000 | 916,000 |
| Interests | 116,056 | 112,439 | 100,000 | 70,000 | 70,000 | 70,000 |
| 116,056 | 112,439 | 164,000 | 986,000 | 986,000 | 986,000 |
Minority Shareholder loans have no maturity defined.
| Maturity | ||||||
|---|---|---|---|---|---|---|
| Amount | More than 12 | |||||
| Company | Credit | Limit | outstanding | Amount available | Until 12 months | months |
| 2015 | ||||||
| Sonaecom | Authorised overdrafts | 1,000,000 | - | 1,000,000 | x | |
| S21 Sec Gestion | Overdraft facilities | 200,000 | 199,912 | 88 | x | |
| S21 Sec Gestion | Overdraft facilities | 150,000 | 150,000 | - | x | |
| S21 Sec Gestion | Overdraft facilities | 150,000 | 149,460 | 37,713 | x | |
| S21 Sec Gestion | Overdraft facilities | 125,457 | - | 125,457 | x | |
| S21 Sec Gestion | Overdraft facilities | 100,000 | 99,600 | 400 | x | |
| S21 Sec Gestion | Overdraft facilities | 30,191 | - | 30,191 | x | |
| S21 Sec Gestion | Overdraft facilities | 500,000 | 310,765 | 189,235 | x | |
| S21 Sec Gestion | Bank loan | 1,229,223 | 1,229,223 | - | x | |
| S21 Sec Gestion | Bank loan | 600,919 | 600,919 | - | x | |
| S21 Sec Gestion | Bank loan | 573,839 | 573,839 | - | x | |
| S21 Sec Gestion | Bank loan | 547,000 | 547,000 | - | x | |
| S21 Sec Gestion | Bank loan | 309,000 | 309,000 | - | x | |
| S21 Sec Gestion | Bank loan | 296,000 | 296,000 | - | x | |
| S21 Sec Gestion | Bank loan | 192,000 | 192,000 | - | x | |
| S21 Sec Gestion | Factoring | 500,000 | - | 500,000 | x | |
| S21 Sec Gestion | Factoring | 1,135,000 | 324,153 | 810,847 | x | |
| Others | Several | - | 297,456 | - | x | |
| 7,638,629 | 5,279,327 | 2,693,931 | ||||
| 2014 | ||||||
| Sonaecom | Authorised overdrafts | 1,000,000 | - | 1,000,000 | x | |
| WeDo USA | Bank loan | 5,418,545 | 5,418,545 | - | x | x |
| S21 Sec Gestion | Authorised overdrafts | 200,000 | 199,912 | 88 | x | |
| S21 Sec Gestion | Authorised overdrafts | 150,000 | 109,768 | 40,232 | x | |
| S21 Sec Gestion | Authorised overdrafts | 150,000 | 149,000 | 1,000 | x | |
| S21 Sec Gestion | Authorised overdrafts | 125,457 | - | 125,457 | x | |
| S21 Sec Gestion | Authorised overdrafts | 100,000 | 98,912 | 1,088 | x | |
| S21 Sec Gestion | Authorised overdrafts | 30,191 | - | 30,191 | x | |
| S21 Sec Gestion | Bank loan | 1,229,223 | 1,229,223 | - | x | |
| S21 Sec Gestion | Bank loan | 600,919 | 600,919 | - | x | |
| S21 Sec Gestion | Bank loan | 573,839 | 573,839 | - | x | |
| S21 Sec Gestion | Bank loan | 547,000 | 547,000 | - | x | |
| S21 Sec Gestion | Bank loan | 309,000 | 309,000 | - | x | |
| S21 Sec Gestion | Bank loan | 296,000 | 296,000 | - | x | |
| S21 Sec Gestion | Bank loan | 192,000 | 192,000 | - | x | |
| Others | Several | - | 294,118 | - | x | |
| 10,922,174 | 10,018,236 | 1,198,056 |
On 30 September 2015 and 2014, there is no interest rate hedging instruments therefore the total gross debit is exposed to changes in market interest rates.
On 30 September 2015 and 2014, this caption was made up of accounts payable to tangible and intangible assets suppliers related to lease contracts which are due in more than one year in the amount of Euro 757,339 and Euro 476,117, respectively.
On 30 September 2015 and 2014, the payment of these amounts was due as follows:
| 2015 | 2014 | |||
|---|---|---|---|---|
| Present value of | Present value of | |||
| Lease payments | lease payments | Lease payments | lease payments | |
| 2014 | - | - | 121,588 | 105,120 |
| 2015 | 160,294 | 144,252 | 245,058 | 218,299 |
| 2016 | 441,798 | 405,434 | 229,160 | 213,535 |
| 2017 | 418,081 | 399,276 | 199,485 | 196,946 |
| 2018 onwards | 261,628 | 253,840 | - | - |
| 1,281,801 | 1,202,802 | 795,291 | 733,900 | |
| Interests | (78,999) | - | (63,853) | - |
| 1,202,802 | 1,202,802 | 731,438 | 733,900 | |
| Short-term liability (note 18) | - | (445,463) | - | (257,783) |
| 1,202,802 | 757,339 | 731,438 | 476,117 |
The movements in provisions and in accumulated impairment losses in the periods ended 30 September 2015 and 2014 were as follows:
| Opening balance |
Companies included in the consolidation perimeter (Note 3.a)) |
Increases | Decreases | Utilisations and Transfers |
Discontinued units (Notes |
3.d) Closing balance | |
|---|---|---|---|---|---|---|---|
| 2015 | |||||||
| Accumulated impairment losses on accounts receivables | 3,814,053 | - | 223,869 | (126,785) | (45,286) | - | 3,865,851 |
| Accumulated impairment losses on inventories | 25,000 | - | - | - | - | - | 25,000 |
| Provisions for other liabilities and charges | 2,579,321 | - | 997,056 | (80,862) | (101,214) | - | 3,394,301 |
| 6,418,374 | - | 1,220,925 | (207,647) | (146,500) | - | 7,285,152 | |
| 2014 | |||||||
| Accumulated impairment losses on accounts receivables | 3,999,525 | 1,353,410 | 42,411 | (188,626) | 3,349 | (137,277) | 5,072,792 |
| Accumulated impairment losses on inventories | 25,000 | - | - | - | - | - | 25,000 |
| Provisions for other liabilities and charges | 3,060,986 | - | 585,901 | (102,500) | (254,469) | (315,990) | 2,973,928 |
| 7,085,511 | 1,353,410 | 628,312 | (291,126) | (251,120) | (453,267) | 8,071,720 |
Reinforcements and reductions values of the accumulated impairment losses on receivable accounts and provisions for liabilities and charges, on 30 September 2015 and 2014, are detailed as follows:
| 2015 | 2014 | |||
|---|---|---|---|---|
| Accumulated impairment losses on accounts receivables | Increases | Decreases | Increases | Decreases |
| Registed in the line 'Provisions and accumulated impairment losses' (increases) and in 'Other operating costs' (decreases) |
223,869 | (126,785) | - | (188,626) |
| Discontinued unitis (note 25) | - | - | 42,411 | - |
| Total increases/(decreases) of accumulated impairment losses on accounts receivables | 223,869 | (126,785) | 42,411 | (188,626) |
| Provisions for other liabilities and charges | Increases | Decreases | Increases | Decreases |
| Recorded in the income statement, under the caption 'Income Tax ' (note 21) | 608,948 | (51,505) | 544,389 | (88,945) |
| Recorded in 'Fixed Assets' regard to the provision for dismantling and abandonment of offices net value recorded in 'Other financial expenses' related to the financial actualization of the provision for dismantling as foreseen in IAS 16 - 'Fixed Assets' (note 1.c)) |
1,270 | - | 738 | - |
| Recorded in the income statement in 'Gains and losses of associates and jointly controlled entities' related to the registration of the provision resulting from the application of the equity method (note 8) |
11,447 | (29,357) | 35,822 | - |
| Recorded in reserves related to the registration of the provision resulting from the application of the equity method |
97,059 | - | - | - |
| Other increses and decreases - recorded in 'Provisions and impairment losses' | 278,332 | - | - | - |
| Total continuing operations | 997,056 | (80,862) | 580,949 | (88,945) |
| Discontinued operations | - | - | 4,952 | (13,555) |
| Total increases/(decreases) of provisions for other liabilities and charges | 997,056 | (80,862) | 585,901 | (102,500) |
| Total recorded in the income statement in 'Provisions and impairment losses' (increases) and in 'Other operating revenue' (decreases) |
502,201 | (126,785) | - | (188,626) |
On 30 September 2015 and 2014, the breakdown of the provisions for other liabilities and charges is as follows:
| 2015 | 2014 | |
|---|---|---|
| Several contingencies | 2,344,855 | 2,031,449 |
| Legal processes in progress | 100,328 | 155,559 |
| Dismantling | 49,767 | 32,107 |
| Other responsibilities | 899,351 | 754,813 |
| 3,394,301 | 2,973,928 |
On 30 September 2015 and 2014, the value of provisions for the dismantling is recorded at its present value, accordingly with the dates of its utilization (in accordance with IAS 37 Contingent Liabilities and Contingent
and for which an outflow of funds is probable.
In relation to the provisions recorded for legal processes in progress and other responsabilities, given the uncertainty of such proceedings, the Board of Directors is unable to estimate, with reliability, the moment when such provisions will be used and therefore no financial actualisation was carried out.
essentially to the value of costs charged to the current period or previous years, for which it is not possible to estimate reliably the time of occurrence of the expense (Note 1.r)), in the amount of circa Euro 423 thousand.
At 30 September 2015, this caption includes the amount of Euro 445,463 (2014: Euro 257,783) related to the short term portion of lease contracts (note 16).
the periods ended at 30 September 2015 and 2014 had the following composition:
| 2015 | 2014 | |
|---|---|---|
| Subcontracts | 14,914,587 | 14,409,555 |
| Specialised works | 4,338,423 | 4,028,889 |
| Rents | 3,881,530 | 3,072,523 |
| Travelling costs | 3,712,156 | 3,261,056 |
| Advertising and promotion | 2,157,760 | 2,058,224 |
| Fees | 954,855 | 912,557 |
| Communications | 934,825 | 915,345 |
| Commissions | 398,741 | 495,831 |
| Fuel | 286,850 | 302,611 |
| Energy | 268,975 | 195,241 |
| Maintenance and repairs | 215,841 | 110,815 |
| Security | 87,107 | 101,711 |
| Others | 951,060 | 709,827 |
| 33,102,710 | 30,574,185 |
The commitments assumed by the Group on 30 September 2015 and 2014 related to operational leases are as follows:
| 2015 | 2014 | |
|---|---|---|
| Minimum payments of operational leases: | ||
| 2014 | - | 995,807 |
| 2015 | 1,125,139 | 2,832,198 |
| 2016 | 2,884,805 | 2,237,609 |
| 2017 | 2,461,327 | 1,876,386 |
| 2018 | 1,692,550 | 1,339,226 |
| 2019 onwards | 462,299 | 66,808 |
| Renewable by periods of one year | 1,273,205 | 846,338 |
| 9,899,325 | 10,194,372 |
During the period ended 30 September 2015, an amount of Euro 3,500,179 (Euro 3,073,119 on 30 September 2014) was recorded in lated with operational leasing rents,
Net financial results for the periods ended 30 September 2015 and 2014 were made up as follows ((costs) / gains):
| 2015 | 2014 | |
|---|---|---|
| Financial results of associates and jointly controlled companies: | ||
| Gains and losses related with the aplication of the equity method (note 8) | 16,346,079 | 16,280,727 |
| 16,346,079 | 16,280,727 | |
| Gains and losses on financial assets at fair value through profit or loss | ||
| Gains on financial assets at fair value through profit or loss (note 9) | 23,728,595 | (8,246,926) |
| Dividends obtained | 1,541,722 | 1,321,504 |
| 25,270,317 | (6,925,422) | |
| Financial expenses: | ||
| Interest expenses: | (433,568) | (792,333) |
| Bank loans | (273,341) | (536,011) |
| Leasing | (30,984) | (22,428) |
| Other interests | (129,243) | (233,894) |
| Foreign exchange losses | (1,691,300) | (341,779) |
| Other financial expenses | (227,771) | (506,478) |
| (2,352,639) | (1,640,590) | |
| Financial income: | ||
| Interest income | 730,601 | 1,636,987 |
| Foreign exchange gains | 1,229,253 | 769,601 |
| Others financial gains | 369,183 | 157,788 |
| 2,329,037 | 2,564,376 |
During the periods ended 30 September 2015 and 2014, earned on treasury applications.
Income taxes recognised during the periods ended 30 September 2015 and 2014 were made up as follows ((costs) / gains):
| 2015 | 2014 | |
|---|---|---|
| Current tax | (1,266,261) | (971,922) |
| Tax provision net of reduction (note 17) | (557,443) | (455,444) |
| Deferred tax assets (note 11) | 1,400,829 | 952,779 |
| Deferred tax liabilities (note 11) | (104,219) | 88,971 |
| (527,094) | (385,616) |
During the periods ended 30 September 2015 and 2014, the balances and transactions maintained with related parties were mainly associated with the normal operational activity of the Group and to the concession and obtainment of loans.
The most significant balances and transactions with related parties, which are listed in the appendix to this report, during the periods ended 30 September 2015 and 2014 were as follows:
| Balances at 30 September 2015 | ||||
|---|---|---|---|---|
| Accounts receivable | Accounts payable | Other assets / (liabilities) |
||
| Holding company | ||||
| Sonae SGPS | (941) | 33,743 | (47,190) | |
| Other related companies | ||||
| NOS Technology * | 2,279,253 | - | - | |
| ZOPT | 13,869 | - | - | |
| Modelo Continente Hipermercados, S.A. | 481,480 | 446,813 | 1,755 | |
| NOS Comunicações | 420,485 | 200,074 | 866,451 | |
| Raso Viagens | 3,762 | 233,552 | 9,709 | |
| SC-Sociedade de Consultadoria | 114,636 | - | (95,395) | |
| Sierra Portugal | 122,554 | 1,968 | 149,884 | |
| Sonae Indústria PCDM | 172,657 | - | - | |
| Sonaecenter II | 653,344 | 204,930 | (1,286,267) | |
| Worten | 39,088 | - | - | |
| 4,300,187 | 1,121,080 | (401,053) |
* This company changed its corporate name from Be Artis to NOS Technology in 2014.
| Balances at 30 September 2014 | ||||||
|---|---|---|---|---|---|---|
| Accounts receivable | Accounts payable | Other assets / (liabilities) |
||||
| Holding company | ||||||
| Sonae SGPS | (871) | (23,021) | ||||
| Other related companies | ||||||
| NOS Technology * | 1,011,048 | (12,070) | (2,957,785) | |||
| Modelo Continente Hipermercados, S.A. | 461,568 | 106,806 | (482,643) | |||
| NOS Comunicações | 854,926 | 202,290 | 388,119 | |||
| NOS SGPS | 45,651 | |||||
| Raso Viagens | 4,330 | 256,266 | (15,057) | |||
| SC-Sociedade de Consultadoria | 303,576 | (184,602) | ||||
| Sierra Portugal | 409,654 | 1,919 | 214,861 | |||
| Sonae Indústria PCDM | 22,347 | |||||
| Sonaecenter II | 2,640,450 | 113,286 | (847,468) | |||
| Worten | 33,837 | (2,256) | ||||
| 5,786,516 | 666,241 | (3,907,596) |
* This company changed its corporate name from Be Artis to NOS Technology in 2014.
| Transactions at 30 September 2015 | ||||
|---|---|---|---|---|
| Sales and services rendered |
Supplies and services received (note 19) |
Interest and similar income / (expense) (note 20) |
Supplementary income |
|
| Holding company | ||||
| Sonae SGPS | 4 | - | 494,566 | 100 |
| Other related companies | ||||
| NOS Technology * | 6,728,947 | 15,339 | - | - |
| MDS | 168,082 | 37,092 | - | - |
| Modelo Continente Hipermercados, S.A. | 518,745 | (244,116) | - | 124,668 |
| NOS SGPS | - | - | - | |
| Raso Viagens | 116,181 | 1,235,908 | - | - |
| SC-Sociedade de Consultadoria | 635,307 | - | - | - |
| Sierra Portugal | 1,381,577 | 10,043 | - | - |
| Sonae Indústria PCDM | 382,805 | - | - | - |
| Sonaecenter II | 11,980,116 | 228,358 | - | - |
| Unipress | - | 379,558 | - | - |
| Worten | 166,886 | 3,366 | - | - |
| 22,078,650 | 1,665,548 | 494,566 | 124,768 |
* This company changed its corporate name from Be Artis to NOS Technology in 2014.
| Supplies and Interest and similar Sales and services services received income / (expense) rendered (note 19) (note 20) Holding company Sonae SGPS 1,807 (771) 1,322,406 Other related companies NOS Technology * 5,725,403 77,861 |
Transactions at 30 September 2014 | ||||
|---|---|---|---|---|---|
| Supplementary income |
|||||
| (41) | |||||
| MDS | 81 | 6,066 | - | - | |
| Modelo Continente Hipermercados, S.A. 643,648 198,921 |
19,418 | ||||
| NOS SGPS 170 (7,936) 1,329 |
|||||
| Raso Viagens 174,510 990,455 |
|||||
| SC-Sociedade de Consultadoria 1,380,235 |
|||||
| Sierra Portugal 3,775,461 12,376 |
|||||
| Sonae Indústria PCDM 709,595 |
|||||
| Sonaecenter II 11,965,001 166,422 |
|||||
| Unipress 78,763 430,486 |
97,500 | ||||
| Worten 81,561 710 |
|||||
| 24,536,235 1,874,590 1,323,735 |
116,877 |
* This company changed its corporate name from Be Artis to NOS Technology in 2014.
During the period ended at 30 September 2015, the company distributed as dividends the amount of 3,646,033 euros, to its parent company.
During 2012, the Group signed an agreement with Sonae SGPS, under which Sonae compromise to transfer to employees and board members of Sonaecom, Sonaecom SGPS shares, at the price of Euro 1.184, until 2016, as requested by Sonaecom and under the MTIP of Sonaecom. Under this contract, Sonaecom paid in advance to Sonae SGPS, SA the amount of Euro 3,291,520. During the period ended 31 March 2013, Sonaecom partially anticipated the maturity of the contract, receiving the amount of Euro 4,444,207. On 11 July 2014 the company terminated this contract so, Sonae SGPS, SA repaid the remaining amount in debt.
The transactions between Group companies were eliminated in consolidation, and therefore are not disclosed in this note.
All the above transactions were made at market prices.
Both income and outcome will be paid in cash and have no guaranties attached. During the periods ended 30 September 2015 and 2014, no imparity losses have been recognized on the income to be made by other entities.
integral list will be presented attached to this report.
Guarantees provided to third parties on 30 September 2015 and 2014 were as follows:
| Company | Beneficiary | Description | 2015 | 2014 |
|---|---|---|---|---|
| Sonaecom | Direção de Contribuições e Impostos (Portuguese tax authorities) |
VAT Reimbursements | 1,435,379 | 1,435,379 |
| We Do, WeDo Egypt, S21 Sec Gestion, S21 Sec Labs and Saphety |
Emirates Telecom. Corp.; Group Etisalat; Viva Bahrain; Zain Jordan; Direccion general del Ministerio de Industria, Turismo y Comercio, Ingenieria de sistemas para la Defensa de España, S.A., Empresa de Telemomunicaciones, Packet One Networks, Mobitel (Private) Limited, Administrador de Infraestructuras Ferroviarias, Comunidade Intermunicipal do Médio Tejo and Tunisie Telecom |
Completion of work to be done | 1,089,549 | 1,448,233 |
| S21 Sec Gestion, S21 Sec Labs and Lookwise |
Centro para Desarrollo Tecnolo, EBN Banco de Negocios and Ministerio de Indústria |
Grants | 1,022,049 | 1,127,611 |
| Sonaecom and Público | Direção de Contribuições e Impostos and Autoridade Tributária e Aduaneira (Portuguese tax authorities) |
240,622 | 240,622 | |
| S21 Sec Gestion | Several | Tender | 221,613 | 217,095 |
| We Do and Saphety | IAPMEI | HERMES' project and 'Value4cuopons' project - QREN |
42,501 | 392,707 |
| WeDo | Caixa Geral de Depósitos | Bank loan (Note 15) | - | 6,065,724 |
| Several | Others | 845,183 | 390,240 | |
| 4,896,896 | 11,317,611 |
In addition to these guarantees were set up sureties for the current fiscal processes. The Sonae SGPS consisted of Sonaecom SGPS surety to the amount of Euro 23,319,289 and Sonaecom SGPS consisted of Público for the amount of Euro 565,026.
On 30 September 2015, the Board of Directors of the Group believes that the decision of the court proceedings and ongoing tax assessments in progress will not have significant impacts on the consolidated financial statements.
Following the classification of the Telecomunications segment as a discontinued operation (note 8), were identified for the periods ended 30 September 2015 and 2014 the following business segments:
Multimedia;
These segments were identified taking into consideration the following criteria/conditions: the fact of being group units that develop activities where we can separately identify revenues and expenses, for which financial information is separately developed and their
operating results are regularly reviewed by management and over which decisions are made. For example, decisions about allocation of resources, for having similar products/services and also taking into consideration the quantitative threshold (in accordance with IFRS 7).
operations of the Group companies that have as their main activity the management of shareholdings.
Excluding the ones mentioned above, the remaining activities of the Group have been classified as unallocated.
Inter-segment transactions during the periods ended 30 September 2015 and 2014 were eliminated in the consolidation process. All these transactions were made at market prices.
Inter-segment transfers or transactions were entered under the normal commercial terms and conditions that would also be available to unrelated third parties and were mainly related to interest on treasury applications and management fees.
In the period ended 30 September 2014, in result of the Mainroad sold (note 3.d)), this was classified, for presentations effects, as a discontinued operation. As set forth by IFRS 5, changes were made in the consolidated profit and loss statements for the period ended at 30 September 2014, in order to disclose a single amount in profit and loss statements related to net income/(loss) of discontinued operations (note 25).
Overall information by business segment on 30 September 2015 and 2014, prepared in accordance with the same accounting policies and measurement criteria adopted in the preparation of the consolidated financial statements, can be summarised as follows:
| Multimedia | Information Systems | Holding Activities | Subtotal | Eliminations and others | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 2015 |
September 2014 |
September 2015 |
September 2014 |
September 2015 |
September 2014 |
September 2015 |
September 2014 |
September 2015 |
September 2014 |
September 2015 |
September 2014 |
|
| Revenues: | ||||||||||||
| Sales and services rendered | 11,279,293 | 11,545,191 | 88,618,839 | 78,063,713 | 257,645 | 258,761 | 100,155,777 | 89,867,665 | (479,682) | (299,681) | 99,676,095 | 89,567,984 |
| Reversal of provisions | - | 153,500 | 126,785 | 35,126 | - | 126,785 | 188,626 | - | - | 126,785 | 188,626 | |
| Other operating revenues | 289,000 | 539,309 | 772,994 | 1,351,697 | 176,022 | 89,241 | 1,238,016 | 1,980,247 | (72,360) | (2,884) | 1,165,656 | 1,977,363 |
| Total revenues | 11,568,293 | 12,238,000 | 89,518,618 | 79,450,536 | 433,667 | 348,002 | 101,520,578 | 92,036,538 | (552,042) | (302,565) | 100,968,536 | 91,733,973 |
| Depreciation and amortisation | (418,530) | (383,525) | (5,023,215) | (4,426,065) | (11,218) | (12,180) | (5,452,963) | (4,821,770) | (102,222) | (11,544) | (5,555,185) | (4,833,314) |
| Provisions and impairment losses | (84,683) | - | (371,028) | - | (46,490) | - | (502,201) | - | - | - | (502,201) | - |
| Net operating income / (loss) for the segment | (2,302,507) | (2,375,656) | 1,312,872 | 3,708,593 | (1,153,881) | (1,535,446) | (2,143,516) | (202,509) | 65,634 | 4,667 | (2,077,882) | (197,842) |
| Interest income | 59 | 3,874 | 83,014 | 126,649 | 1,614,842 | 2,584,441 | 1,697,915 | 2,714,964 | (967,314) | (1,077,977) | 730,601 | 1,636,987 |
| Interest expenses | (325,968) | (389,858) | (968,662) | (905,012) | (62,932) | (557,197) | (1,357,562) | (1,852,067) | 923,994 | 1,059,734 | (433,568) | (792,333) |
| Gains and losses on financial assets at fair value through profit or loss |
- | - | - | - | 25,270,317 | (6,925,422) | 25,270,317 | (6,925,422) | - | - | 25,270,317 | (6,925,422) |
| Gains and losses in associated companies | 23,266 | 35,839 | (149,857) | (15,762) | 16,472,670 | 16,260,650 | 16,346,079 | 16,280,727 | - | - | 16,346,079 | 16,280,727 |
| Other financial results | (4,187) | (968) | (598,276) | 185,280 | (2,447,495) | (3,440,323) | (3,049,958) | (3,256,011) | 2,729,323 | 3,335,143 | (320,635) | 79,132 |
| Income taxation | 505,202 | 617,640 | (1,009,057) | (1,232,569) | (11,583) | 244,419 | (515,438) | (370,510) | (11,656) | (15,106) | (527,094) | (385,616) |
| Consolidated net income/(loss) for the period excluding discontinued operations |
(2,104,135) | (2,109,129) | (1,329,966) | 1,867,179 | 39,681,938 | 6,631,122 | 36,247,837 | 6,389,172 | 2,739,981 | 3,306,461 | 38,987,818 | 9,695,633 |
| Consolidated net income/(loss) for the period of discontinued operations |
- | - | - | 6,074,196 | - | - | - | 6,074,196 | - | 7,051,470 | - | 13,125,666 |
| Attributable to: | ||||||||||||
| Shareholders of parent company | (2,104,135) | (2,109,129) | (42,798) | 8,149,039 | 39,681,938 | 6,631,122 | 37,535,005 | 12,671,032 | 2,756,524 | 10,368,602 | 40,291,529 | 23,039,634 |
| Non-controlling interests | - | - | (1,287,168) | (207,664) | - | - | (1,287,168) | (207,664) | (16,543) | (10,671) | (1,303,711) | (218,335) |
| Assets: | ||||||||||||
| Tangible and intangible assets and goodwill | 1,573,655 | 905,912 | 78,050,350 | 78,344,659 | 32,568 | 47,622 | 79,656,573 | 79,298,193 | (21,196,596) | (21,102,598) | 58,459,977 | 58,195,595 |
| Inventories | 222,561 | 292,124 | 118,782 | 523,639 | - | - | 341,343 | 815,763 | - | - | 341,343 | 815,763 |
| Financial investments | 850,662 | 955,237 | 10,756 | 30,744 | 661,031,196 | 651,217,535 | 661,892,614 | 652,203,516 | 63,731,623 | 55,386,816 | 725,624,237 | 707,590,332 |
| Other non-current assets | 3,570 | 3,570 | 8,411,863 | 7,334,780 | 165,306,642 | 154,088,642 | 173,722,075 | 161,426,992 | (165,174,879) | (154,076,751) | 8,547,196 | 7,350,241 |
| Other current assets of the segment | 6,069,810 | 6,965,125 | 52,289,769 | 60,271,146 | 274,701,130 | 254,900,664 | 333,060,709 | 322,136,935 | (11,709,807) | (20,853,401) | 321,350,902 | 301,283,534 |
| Liabilities: | ||||||||||||
| Liabilities of the segment | 17,648,480 | 16,658,740 | 76,516,261 | 79,044,559 | 5,264,624 | 4,699,472 | 99,429,365 | 100,402,771 | (31,855,290) | (24,051,477) | 67,574,075 | 76,351,294 |
| CAPEX | 488,781 | 388,581 | 5,213,666 | 4,202,401 | (972) | 9,743,078 | 5,701,475 | 14,334,060 | 403,525 | (4,035,781) | 6,105,000 | 10,298,279 |
During the periods ended 30 September 2015 and 2014, the inter-segments sales and services were as follows:
| Multimedia | Information Systems |
Holding Activities | |
|---|---|---|---|
| 2015 | |||
| Multimedia | - | 130,618 | - |
| Information Systems | - | - | 241,779 |
| Holding Activities | 488 | 51,382 | - |
| External trade debtors | 11,278,805 | 88,436,839 | 15,866 |
| 11,279,293 | 88,618,839 | 257,645 | |
| 2014 (restated - note 1) | |||
| Multimedia | - | 103,993 | 22,646 |
| Information Systems | 294 | - | 236,115 |
| Holding Activities | - | 31,329 | - |
| External trade debtors | 11,544,897 | 77,928,391 | - |
| 11,545,191 | 78,063,713 | 258,761 |
During the periods ended 30 September 2015 and 2014, sales and services rendered of the segments of Multimedia and Activities Holding were obtained predominantly in the Portuguese market, this market represents more than 90% of revenue.
During the period ended 30 September 2015, for the Information Systems segment, also the Portuguese market is dominant, accounting for 47.5% of revenue (50.4% in 2014) followed by the Spanish and Brazilian markets, representing 10.3% and 8.2% of revenue (7.3% and 5.9% in 2014), respectively.
The consolidated financial statements of NOS on 30 September 2015 and 2014 incorporated in the consolidated financial statements of Sonaecom through ZOPT by the equity method (note 8), can be summarized as follows:
| (Amounts expressed in thousands of Euro) | September 2015 | September 2014 (restated) |
|---|---|---|
| Assets | ||
| Tangible assets | 1,160,185 | 1,094,080 |
| Intangible assets | 1,170,774 | 1,158,062 |
| Deferred tax assets | 122,196 | 138,350 |
| Other non-current assets | 42,893 | 57,988 |
| Non-current assets | 2,496,048 | 2,448,480 |
| Trade debtors | 358,430 | 311,998 |
| Cash and cash equivalents | 13,011 | 40,862 |
| Other current assets | 116,926 | 118,646 |
| Current assets | 488,367 | 471,506 |
| Total assets | 2,984,415 | 2,919,986 |
| Liabilities | ||
| 1,027,249 | 811,867 | |
| Provisions for other liabilities and charges | 138,205 | 127,897 |
| Other non-current liabilities | 32,326 | 51,842 |
| Non-current liabilities | 1,197,780 | 991,606 |
| Short-term loans and other loans | 136,994 | 303,217 |
| Trade creditors | 327,267 | 314,490 |
| Other current liabilities | 265,410 | 262,529 |
| Current liabilities | 729,671 | 880,236 |
| Total liabilities | 1,927,451 | 1,871,842 |
| 1,047,445 | 1,038,288 | |
| Non-controlling interests | 9,519 | 9,856 |
| 1,056,964 | 1,048,144 | |
| 2,984,415 | 2,919,986 |
| (Amounts expressed in thousands of Euro) | September 2015 | September 2014 (restated) |
|---|---|---|
| Total revenue | 1,067,897 | 1,030,137 |
| Costs and losses | ||
| Direct costs and External supplies and services | (455,136) | (433,714) |
| Depreciation and amortisation | (267,649) | (251,642) |
| Other operating costs | (214,287) | (221,572) |
| (937,072) | (906,928) | |
| Financial results | (29,697) | (44,238) |
| Income taxation | (27,735) | (16,126) |
| Consolidated net income/(loss) for the period | 73,393 | 62,845 |
| Consolidated net income/(loss) for the period attributed to non-controlling interests | (136) | 407 |
| Attributed to shareholders of parent company | 73,529 | 62,438 |
The net income/(loss) for the year of discontinued operations is detailed as follows:
| 30 September 2014 | |
|---|---|
| Sales | - |
| Services rendered | 11,100,105 |
| Other operating revenues | 136,924 |
| 11,237,029 | |
| Cost of sales | - |
| External supplies and services | (6,432,024) |
| Staff expenses | (3,604,114) |
| Depreciation and amortisation | (516,185) |
| Provisions and impairment losses | (42,411) |
| Other operating costs | (4,436) |
| (10,599,170) | |
| Other financial expenses | (10,649) |
| Other financial income | 1,391 |
| Current income / (loss) | 628,601 |
| Income taxation | (118,201) |
| Net income/(loss) for the period of discontinued operations | 510,400 |
| Gain/(Loss) resulting from the disposal (note 3.d) | 12,615,266 |
| 13,125,666 |
On 30 September 2014, the net income/(loss) relates to the net income generated by Mainroad in the amount of Euro 510,400 and the gain from its sale in the amount of Euro 12,615,266 (Notes 1 and 3.d).
Earnings per share, basic and diluted, are calculated by dividing the consolidated net income attributable to the Group (Euro 39,806,494 in 2015 and Euro 23,039,634 in 2014) by the average number of shares outstanding during the period ended 30 September 2015 and 2014, net of own shares (305,769,023 in 2015 and 317,970,541 in2014).
In June 2000, Sonaecom Group created a discretionary Medium Term Incentive Plan, for more senior employees, based on Sonaecom options and shares and Sonae-SGPS, S.A. shares. The vesting occurs three years after the award of each plan, assuming that the employees are still employed in the Group, during that period.
On 10 March 2014, Sonaecom shares plans were fully converted into Sonae SGPS shares. This conversion was based on the terms set out in Tender offer for the general and voluntary acquisition of own shares at 20 February 2014, referred to in note 13 to determine the fair value of Sonaecom plans, and based on the price of shares Sonae SGPS.
The conversion of the plans was based Sonaecom / Sonae SGPS implied ratio arising from the tender offer (1 Sonaecom Share approximately 2.05 Sonae SGPS shares).
| Vesting period | 10 March 2014 | ||||
|---|---|---|---|---|---|
| Share price at 20.02.2014* |
Award date | Vesting date | Aggregate number of participations |
Number of shares | |
| Sonae SGPS shares (Arising from the conversion of | |||||
| Sonaecom plans) | |||||
| 2010 Plan | 1.258 | 10-Mar-11 | 10-Mar-14 | 46 | 1,003,507 |
| 2011 Plan | 1.258 | 09-Mar-12 | 10-Mar-15 | 48 | 1,132,008 |
| 2012 Plan | 1.258 | 08-Mar-13 | 10-Mar-16 | 50 | 863,405 |
*Share price of the day of publication of the results of the Tender Offer
By decision of the Board of Nominations and Remunerations, the 2010 plan was delivered on May 2014.
The 2011 plan was delivered on March 2015 for all companies except for Sonaecom SGPS, SA, whose delivery was in May 2015. Accordingly, the outstanding plans on 30 September 2015 are as follows:
| Vesting period | 30 September 2015 | ||||
|---|---|---|---|---|---|
| Share price 30.09.2015 / Award |
Award date | Vesting date | Aggregate number of participations |
Number of shares | |
| Sonae SGPS shares (Arising from the conversion of | |||||
| Sonaecom plans) | |||||
| 2012 Plan | 1.100 | 08-Mar-13 | 10-Mar-16 | 24 | 571,623 |
| Sonae SGPS shares | |||||
| 2012 Plan | 0.701 | 08-Mar-13 | 10-Mar-16 | 2 | 173,615 |
| 2013 Plan | 1.100 | 10-Mar-14 | 10-Mar-17 | 183 | 1,621,763 |
| 2014 Plan | 1.100 | 10-Abr-15 | 10-Mar-18 | 195 | 1,537,079 |
The 2013 and 2014 Plans includes employees of WeDo Group following the adoption by these companies of the same medium term incentives plans that the rest of the group.
During the period ended at 30 September 2015, the movements that occurred in the plans can be summarised as follows:
| Sonae SGPS shares | ||
|---|---|---|
| Aggregate number of participations | Number of shares | |
| Outstanding at 31 December 2014: | ||
| Unvested | 240 | 3,563,810 |
| Total | 240 | 3,563,810 |
| Movements in the period: | ||
| Award | 200 | 1,539,680 |
| Vested | (24) | (1,269,651) |
| Cancelled / elapsed / corrected / transfers (1) | (12) | 70,241 |
| Outstanding at 30 September 2015: | ||
| Unvested | 404 | 3,904,080 |
| Total | 404 | 3,904,080 |
(1) Corrections are made for dividends paid and changes to capital and other adjustments including those resulting from changes in the maturity of the MTIP, which may now be made through shares at a discount.
The responsibility of the plans was recognized under the caption 'Other current liabilities' and 'Other non-current liabilities'. Sonae SGPS shares plans (excluding the Sonaecom shares plans converted into Sonae SGPS shares plans), the group entered into hedging contracts with external entities, and the liabilities are calculated based on the agreed price. The contracts mentioned above can be summarized as follows:
| Soane SGPS shares | |
|---|---|
| 2012 Plan | |
| Notional value | 268,451 |
| Maturity | Mar-16 |
| Level of inputs in the hierarchy of fair value | Level 2 |
| Valuation method | Current replacement cost |
| Fair value* | 175,983 |
* Used the share price of 30 September 2015 in the determination of the fair value.
Share plans costs are recognised in the accounts over the year between the award and the vesting date of those shares. The costs recognised in previous years and in the period ended on 30 September 2015, were as follows:
| Sonaecom shares | Sonae SGPS shares |
NOS SGPS shares |
Total | |
|---|---|---|---|---|
| Costs recognised in previous years | 29,770,168 | 4,952,818 | 409,556 | 35,132,542 |
| Costs recognised in the period | - | 1,255,755 | - | 1,255,755 |
| Exit of companies from the consolidation perimeter | - | (300,629) | - | (300,629) |
| Impact of conversion | (1,251,767) | 2,386,427 | - | 1,134,660 |
| Costs of plans vested in previous years | (28,518,401) | (5,550,707) | - | (34,069,108) |
| Costs of plans vested in the period | - | (1,169,268) | (452,604) | (1,621,872) |
| Total cost of the plans | - | 1,574,396 | (43,048) | 1,531,348 |
| Responsability of plans | - | 1,750,379 | (43,048) | 1,707,331 |
| Fair value of hedging contracts (1) | - | (175,983) | - | (175,983) |
| Recorded in 'Cash and cash equivalents' (2) | - | (194,530) | (43,048) | (237,578) |
| Recorded in 'Other current liabilities' | - | 573,177 | - | 573,177 |
| Recorded in 'Other non-current liabilities' | - | 1,195,749 | - | 1,195,749 |
(1)Sonaecom has signed hedging contracts to cover its responsibilities related with the medium and longcontracts, the responsibility for each company of the group. The fair value of the hedging contracts, considered in the table above, corresponds to the amount that
(2)Sonaecom partially anticipated the maturity of the hedging contract with Sonae SGPS, receiving an amount equivalent to the present market value of Sonaecom shares.
On 10 March 2014, Sonaecom shares plans were fully converted into Sonae SGPS shares. This conversion was based on the terms of trade set out in the Tender Offer, on 20 February 2014, referred to in note 13 to determine the fair value of the plans and, based on the share prices Sonae SGPS. Thus, the number of Sonae SGPS shares to be delivered to the company employees was determined. As set forth by IFRS 2, the responsibility of each plan over the period between the award date and the conversion date, amounted to Euro 2,317,853 was recognised under the caption 'Other current liabilities' and' Other non-current liabilities' with a corresponding entry in the equity.
On 27 August 2013, part of the Sonaecom and Sonae SGPS plans outstanding were converted to NOS plans. The conversion of the Sonaecom plans was made according to the merger ratio, but the conversion of Sonae SGPS plans was made according to the fair value of the shares. This decision was duly approved by the Board Nominations and Remunerations Committee. The cost of NOS plans was recognized until 30 September 2013, date on which NOS started to take responsibility for them. The responsibility of these plans was calculated based on share price of 30 September -
These financial consolidated presentations have been approved by the Executive Board and authorized to be issued on 02 November 2015.
| Key management personnel - Sonaecom | ||||
|---|---|---|---|---|
| Ângelo Gabriel Ribeirinho dos Santos Paupério | Maria Cláudia Teixeira de Azevedo | |||
| António Bernardo Aranha da Gama Lobo Xavier | ||||
| Key management personnel - Sonae SGPS | ||||
| Álvaro Carmona e Costa Portela | Christine Cross | |||
| Álvaro Cuervo Garcia | Duarte Paulo Teixeira de Azevedo | |||
| Belmiro de Azevedo | José Manuel Neves Adelino | |||
| Bernd Hubert Joachim Bothe | Michel Marie Bon | |||
| Sonae/Efanor/NOS Group Companies | ||||
| 3shoppings - Holding, SGPS, SA | Canal 20 TV, SA | |||
| ACCIVE Insurance Cons. e Franchising,Lda | Canasta-Empreendimentos Imobiliários,SA | |||
| Accive Insurance-Corretor de Seguros, SA | Cape Technologies Limited | |||
| ADD Avaliações Eng.Aval.e Perícias, Ltda | CAPWATT - Brainpower, S.A. | |||
| Adlands BV | Capwatt ACE, S.A. | |||
| Aegean Park, SA | Capwatt Colombo - Heat Power, S.A. | |||
| Agepan Eiweiler Management GmbH | Capwatt Engenho Novo - Heat Power, S.A. | |||
| Agloma Investimentos, Sgps, S.A. | Capwatt Hectare - Heat Power, ACE | |||
| ALEXA Administration GmbH | Capwatt II - Heat Power, S.A. | |||
| ALEXA Holding GmbH | Capwatt III - Heat Power, S.A. | |||
| ALEXA Shopping Centre GmbH | Capwatt Maia - Heat Power, S.A. | |||
| Algarveshopping- Centro Comercial, SA | Capwatt Martim Longo - Solar Power, S.A. | |||
| Aqualuz - Turismo e Lazer, Lda | Capwatt Vale do Caima - Heat Power, S.A. | |||
| Arat Inmuebles, S.A. | Capwatt Vale do Tejo - Heat Power, S.A. | |||
| ARP Alverca Retail Park, SA | CAPWATT, SGPS, S.A. | |||
| Arrábidashopping - Centro Comercial, SA | Carvemagere-Manut.e Energias Renov., Lda | |||
| Aserraderos de Cuellar,SA | Casa da Ribeira-Sociedade Imobiliária,SA | |||
| Atelgen-Produção Energia, ACE | Cascaishopping Centro Comercial, SA | |||
| Atlantic Ferries-Tráf.Loc,Flu.e Marít,SA | Cascaishopping Holding I, SGPS, SA | |||
| Avenida M-40 BV | CCCB Caldas da Rainha-Centro Comerc., SA | |||
| Azulino Imobiliária, S.A. | Centro Colombo Centro Comercial, SA | |||
| BA Business Angels, SGPS, SA | Centro Residencial da Maia,Urban.,SA | |||
| BA Capital, SGPS | Centro Vasco da Gama Centro Comercial,SA | |||
| BB Food Service, SA | Chão Verde-Soc. de Gestão Imobiliária,SA | |||
| Beeskow Holzwerkstoffe | Cinclus Imobiliária,SA | |||
| Beralands BV | Citic Capital Sierra Limited | |||
| Bertimóvel - Sociedade Imobiliária, S.A. | Citic Capital Sierra Prop. Man. Limited | |||
| BIG Picture 2 Films | Citorres - Sociedade Imobiliária, SA | |||
| Bloco Q-Sociedade Imobiliária,SA | Coimbrashopping Centro Comercial, SA | |||
| Bom Momento - Restauração, S.A. | Colombo Towers Holding BV |
Companhia Térmica do Serrado, ACE Harvey Dos Iberica, SL Companhia Térmica Tagol, Lda. Herco Consult.Risco Corret.Seguros, Ltda Contacto Concessões, SGPS, S.A. Herco Consultoria de Risco, S.A. Contibomba-Comérc.Distr.Combustiveis,SA HighDome PCC Limited Contimobe - Imobiliária Castelo Paiva,SA HighDome PCC Limited (Cell Europe) Continente Hipermercados, SA Iberian Assets, SA Country Club da Maia-Imobiliaria,SA Igimo - Sociedade Imobiliária, SA Craiova Mall BV Iginha - Sociedade Imobiliária, SA CTE-Central Termoeléct. do Estuário, Lda Imoareia - Invest. Turísticos, SGPS, SA CUCUTA - Proyecto Cúcuta S.A.S. Imobeauty, SA Cumulativa - Sociedade Imobiliária, S.A. Imoclub-Serviços Imobilários, SA Darbo SAS Imoconti - Sociedade Imobiliária, SA Digitmarket-Sistemas de Informação,SA Imodivor - Sociedade Imobiliária, SA Discovery Sports, SA Imoestrutura - Sociedade Imobiliária, SA Distodo Distribui e Logist,Lda Imohotel-Emp.Turísticos Imobiliários,SA Dortmund Tower GmbH Imomuro - Sociedade Imobiliária, SA Dos Mares Shopping Centre BV Imopenínsula - Sociedade Imobiliária, SA Dos Mares Shopping Centre, SA Imoplamac Gestão de Imóveis, SA Dreamia, B.V Imoponte - Sociedade Imobiliária, SA Dreamia, Serv de Televisão, SA Imoresort - Sociedade Imobiliária, SA Ecociclo - Energia e Ambiente, SA Imoresultado - Sociedade Imobiliária, SA Efanor Investimentos, SGPS, S.A. Imosedas - Imobiliária e Seviços, SA Efanor Serviços de Apoio à Gestão, S.A. Imosistema - Sociedade Imobiliária, SA Empracine-E.Pro.Act. Cinem,Lda Impaper Europe GmbH Empreend.Imob.Quinta da Azenha,SA Implantação - Imobiliária, S.A. Enerlousado-Recursos Energéticos, Lda. Infofield - Informática, SA Equador & Mendes-Ag. Viagens e Tur.,Lda Inparvi SGPS, SA Estação Viana Centro Comercial, SA Interlog-SGPS, SA Euroresinas-Indústrias Quimicas,SA Ioannina Develop.of Shopping Centres, SA Farmácia Selecção, SA Isoroy SAS Fashion Division Canárias, SA ITRUST - Cyber Security and Intellig.,SA Fashion Division, S.A. Land Retail BV FINSTAR-Socied.Investim.Par SA Larim Corretora de Resseguros, Ltda Fozimo - Sociedade Imobiliária, SA Larissa Develop. of Shopping Centers, SA Freccia Rossa - Shopping Centre, Srl Lazam MDS Corretora e Adm. Seguros, SA Fundo de Invest.Imobiliário Fec. Imosede Le Terrazze - Shopping Centre 1, Srl Fundo Esp.Inv.Imo.Fec. WTC Libra Serviços, Lda Fundo I.I. Parque Dom Pedro Shop. Center Lookwise, S.L. Fundo Invest. Imobiliário Imosonae Dois Loop 5 Shopping Centre GmbH Fundo Invest.Imob.Shopp. Parque D. Pedro Lusomundo España, SL Gaiashopping I Centro Comercial, SA Lusomundo Imobiliária 2, SA Gaiashopping II Centro Comercial, SA Lusomundo Moçambique, Lda GHP Gmbh Lusomundo Soc. Inv. Imob. SA Gli Orsi Shopping Centre 1, Srl Luz del Tajo BV Glunz AG Luz del Tajo Centro Comercial, SA Glunz Service GmbH Madeirashopping Centro Comercial, SA Glunz UK Holdings Ltd Maiashopping Centro Comercial, SA Glunz Uka Gmbh Maiequipa - Gestão Florestal, SA Golf Time-Golfe e Invest. Turísticos, SA Marcas MC, zRT
Guimarãeshopping Centro Comercial, SA Marina de Tróia S.A.
Marmagno-Expl.Hoteleira Imob.,SA Parque Atlântico Shopping-C.Comerc., SA Martimope-Empreendimentos Turísticos, SA Parque D. Pedro 1 BV Marvero-Expl.Hoteleira Imob.,SA Parque de Famalicão - Empreend.Imob., SA MDS - Corretor de Seguros, SA Pátio Boavista Shopping, Ltda MDS Affinity-Sociedade de Mediação Lda Pátio Campinas Shopping, Ltda MDS Africa SGPS, SA Pátio Goiânia Shopping, Ltda MDS Auto - Mediação de Seguros, SA Pátio Londrina Empreend.e Particip.,Ltda Mds Knowledge Centre, Unipessoal, Lda Pátio São Bernardo Shopping Ltda MDS Malta Holding Limited Pátio Sertório Shopping Ltda MDS RE - Mediador de resseguros Pátio Uberlândia Shopping Ltda MDS, SGPS, SA PCJ-Público, Comunicação e Jornalismo,SA Megantic BV PER-MAR-SOC. DE CONSTRUÇÃO, SA MJB-Design, Lda Pharmaconcept - Actividades em Saúde, SA MJLF - Empreendimentos Imobiliários, SA Pharmacontinente - Saúde e Higiene, SA Modalfa - Comércio e Serviços, SA Plaza Eboli - Centro Comercial, SA Modalloop - Vestuário e Calçado, SA Plaza Mayor Parque de Ócio BV Modelo - Dist.de Mat. de Construção,S.A. Plaza Mayor Parque de Ocio, SA Modelo Continente Hipermercados, SA Plaza Mayor Shopping BV Modelo Continente International Trade,SA Plaza Mayor Shopping, SA Modelo Hiper Imobiliária, SA Poliface North America Modelo.com-Vendas por Correspondência,SA Ponto de Chegada - Soc. Imobiliária, SA Movelpartes-Comp.para Ind.Mobiliária,SA Porturbe-Edificios e Urbanizações,SA Movimento Viagens-Viag.e Turismo S.U.Lda Praedium - Serviços, SA MSTAR, SA Praedium II - Imobiliária, SA Münster Arkaden BV Praedium SGPS, SA Norte Shop. Retail and Leisure Centre BV Praesidium Services Limited Norteshopping Centro Comercial, SA Predicomercial - Promoção Imobiliária,SA NOS Açores Comunicações, S.A. Predilugar - Sociedade Imobiliária, SA NOS Communications S.à.r.l. Prédios Privados Imobiliária, SA NOS Comunicações, S.A. Predisedas - Predial das Sedas, SA NOS Inovação S.A. Project SC 1 BV NOS Lusomundo Audiovisuais, S.A. Project Sierra 10 BV NOS Lusomundo Cinemas, S.A. Project Sierra 11 BV NOS Lusomundo TV Lda Project Sierra 12 BV NOS Madeira Comunicações, S.A. Project Sierra 2 BV NOS SISTEMAS ESPAÑA, S.L. Project Sierra 8 BV NOS Sistemas, S.A. Project Sierra Cúcuta BV NOS Technology - Concepção, Construção e Gestão de Redes de Project Sierra Four Srl NOS TOWERING - Gestão de Torres de Telecomunicações, S.A. Project Sierra Germany 2 (two)-Sh.C.GmbH NOS, SGPS, S.A. Project Sierra Germany 4 (four)-S.C.GmbH NOSPUB Publicidade e Conteúdos, S.A. Project Sierra Spain 1 BV Nova Equador Internacional,Ag.Viag.T,Lda Project Sierra Spain 2 - C.Comercial, SA Nova Equador P.C.O. e Eventos, S.U., Lda Project Sierra Two Srl Novodecor (PTY), LTD Promessa Sociedade Imobiliária, S.A. OSB Deustchland Gmbh Público - Comunicação Social, SA Pantheon Plaza BV QCE-Desenv. e Fabrico de Equipamentos,SA Paracentro - Gestão de Galerias Com., SA Racionaliz. y Manufact.Florestales,SA Pareuro BV Raso - Viagens e Turismo, SA Park Avenue Develop.of Shop. Centers, SA RASO II-Viagens e Turismo,Unipessoal Lda Parklake Shopping, SA Raso, SGPS, SA
River Plaza BV Sierra Investments SGPS, SA River Plaza Mall, Srl Sierra Italy, Srl Ronfegen-Recursos Energéticos, Lda. Sierra Management, SGPS, SA RSI Corretora de Seguros, Ltda Sierra Portugal, SA S.C. Microcom Doi Srl Sierra Project Nürnberg BV S21 Sec Barcelona, S.L. Sierra Real Estate Greece BV S21 Sec Brasil, Ltda Sierra Romania Sh. Centers Services Srl S21 Sec Ciber Seguridad, S.A. de CV Sierra Services Holland 2 BV S21 Sec Fraud Risk Management, S.L. Sierra Solingen Holding GmbH S21 SEC Gestion, S.A. Sierra Spain Shop. Centers Serv., S.A.U. S21 Sec Information Security Labs, S.L. Sierra Zenata Project BV S21 Sec Institute, S.L. SII - Soberana Invest. Imobiliários, SA S21 Sec México, S.A. de CV SISTAVAC, S.A. S21 Sec, S.A. de CV SISTAVAC, SGPS, S.A. Saphety Brasil Transações Eletrônicas Ld Soc.Inic.Aproveit.Florest.-Energias,SA Saphety Level - Trusted Services, SA Société de Tranchage Isoroy SAS. SC Aegean BV Socijofra - Sociedade Imobiliária, SA SC Finance BV Sociloures - Sociedade Imobiliária, SA SC For-Serv.Form.e Desenv.R.H.,Unip.,Lda Soconstrução BV SC Hospitality, SGPS , S.A. Soflorin BV SC, SGPS, SA Soira-Soc.Imobiliária de Ramalde,SA SC-Consultadoria,SA Solinca - Health & Fitness, SA SC-Eng. e promoção imobiliária,SGPS,S.A Solinca-Investimentos Turísticos,SA SDSR - Sports Division SR, S.A. Solinfitness - Club Malaga, S.L. Selifa-Soc. de Empreend. Imobiliários,SA Solingen Shopping Center GmbH Servicios de Int.Estratégica Global,S.L. Somit Imobiliária, SA Sesagest - Proj. Gestão Imobiliária, SA Sonae Capital Brasil, Lda Sete e Meio - Invest. Consultadoria, SA Sonae Capital, SGPS, SA Shopping Centre Colombo Holding BV Sonae Center Serviços II, SA Shopping Centre Parque Principado BV Sonae Financial Services, S.A. Sierra Asia Limited Sonae Industria (UK),Ltd Sierra Berlin Holding BV Sonae Industria de Revestimentos,SA Sierra Brazil 1 BV Sonae Indústria-SGPS,SA Sierra Cevital Shopping Center, Spa Sonae Investimentos, SGPS, SA Sierra Corporate Services Holland BV Sonae Investments BV Sierra Developments, SGPS, SA Sonae Novobord (PTY) Ltd Sierra European R.R.E. Assets Hold. BV Sonae RE, S.A. Sierra GP, Limited Sonae SGPS, SA Sierra Greece, SA Sonae Sierra Brasil, SA Sierra Investimentos Brasil Ltda Sonae Sierra Brazil, BV / SARL Sierra Investments (Holland) 1 BV Sonae Sierra, SGPS, SA Sierra Investments (Holland) 2 BV Sonae Specialized Retail, SGPS, SA
S21 Sec Inc. Sierra Turkey Gayrim.Yön.P.Dan.An.Sirket Saphety - Transacciones Electronicas SAS SISTAVAC-Sistemas HVAC-R do Brasil, Ltda Sempre à Mão - Sociedade Imobiliária, SA Soltroia-Imob.de Urb.Turismo de Tróia,SA SIAL Participações, Lda Sonae Ind., Prod. e Com.Deriv.Madeira,SA Sierra - OST Property Management Sonae Indústria - Management Services,SA Sierra Developments Holding BV Sonae MC - Modelo Continente, SGPS, SA Sierra Germany GmbH Sonae Retalho España-Serv.Generales, SA Sierra Investments Holding BV Sonae SR Malta Holding Limited
Sonae Tafibra Benelux, BV Têxtil do Marco, SA Sonae Turismo, SGPS, S.A. The Artist Porto Hot.&Bistrô-Act.Hot.,SA Sonaecenter Serviços, SA Tlantic BV Sonaecom - Serviços Partilhados, S.A Tlantic Portugal - Sist.de Informação,SA Sonaecom BV Tlantic Sistemas de Informação, Ltda Sonaecom, SGPS, SA Tool Gmbh Sonaecom-Cyber Security and Int.,SGPS,SA Torre Ocidente Imobiliária, SA Sonaecom-Sistemas de Informação,SGPS,SA Torre São Gabriel Imobiliária, SA Sonaecom-Sistemas Información España SL Troia Market-Supermercados, S.A. Sonaegest-Soc.Gest.Fundos Investimentos Troia Natura, S.A. Sonaerp - Retail Properties, SA Troiaresort-Investimentos Turísticos, SA SONAESR - Serviços e logistica, SA Troiaverde-Expl.Hoteleira Imob.,SA Sonaetelecom BV Tulipamar-Expl.Hoteleira Imob.,SA Sondis Imobiliária, SA Unishopping Consultoria Imobiliária,Ltda SONTÁRIA-EMPREEND.IMOBIL.,SA UPK-Gestão de Facilities e Manutenção,SA Sontel BV Upstar Comunicações SA Sontur BV Urbisedas-Imobiliária das Sedas,SA Sonvecap BV Valor N, SA Sopair, S.A. Via Catarina Centro Comercial, SA Sótaqua - Soc. de Empreendimentos Turist Viajens y Turismo de Geotur España, S.L. Soternix-Produção de Energia, ACE Vistas do Freixo-Emp.Tur.Imobiliários,SA Spanboard Products,Ltd Vuelta Omega, S.L. SPF - Sierra Portugal We Do Consulting-Sist. de Informação, SA Spinarq Moçambique, Lda We Do Poland Sp.Z.o.o. Spinarq-Engenharia,Energia e Ambiente,SA We Do Technologies (UK) Limited Spinveste - Promoção Imobiliária, SA We Do Technologies Americas, Inc Spinveste-Gestão Imobiliária SGII,SA We Do Technologies Australia PTY Limited Sport TV Portugal, SA We Do Technologies BV Sport Zone Canárias, SL We Do Technologies Egypt LLC Sport Zone España-Com.Art.de Deporte,SA We Do Technologies Mexico, S. de RL Sport Zone spor malz.per.satis ith.ve ti Wedo Brasil-Soluções Informáticas,Ltda Spred, SGPS, SA Weiterstadt Shopping BV SSI Angola, S.A. Worten - Equipamento para o Lar, SA Tableros Tradema,S.L. Worten Canárias, SL Tafiber,Tableros de Fibras Ibéricas,SL Worten España Distribución, SL Tafibra South Africa (PTY) Ltd. ZAP Cinemas, S.A. Tafibra Suisse, SA ZAP Media S.A. Tafisa Canadá Societé en Commandite ZAP Publishing, S.A. Tafisa Développement Zenata Commercial Project S.A. Tafisa France, SA Zippy - Comércio e Distribuição, SA Tafisa UK,Ltd Zippy - Comercio y Distribución, SA Tafisa-Tableros de Fibras, SA Zippy cocuk malz.dag.ith.ve tic.ltd.sti Taiber,Tableros Aglomerados Ibéricos,SL ZON Finance BV Tecnológica Telecomunicações, Ltda Zubiarte Inversiones Inmobiliarias, SA Teconologias del Medio Ambiente,SA ZYEvolution-Invest.Desenv.,SA Teliz Holding B.V.
For the periods ended at 30 September 2015 and 2014 (restated note 1) and for the year ended at 31 December 2014 (restated note 1)
| (Amounts expressed in Euro) | Notes | September 2015 (not audited) |
September 2014 (not audited and restated) |
December 2014 (restated) |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Tangible assets | 1.a, 1.f and 2 | 27,947 | 41,669 | 38,672 |
| Intangible assets | 1.b and 3 | 4,621 | 5,953 | 6,085 |
| Investments in Group companies | 1.c and 5 | 51,847,142 | 52,822,141 | 52,792,142 |
| Investments in joint ventures | 1.d and 6 | 597,666,944 | 597,666,944 | 597,666,944 |
| Financial assets at fair value through profit or loss | 1.e, 4 and 7 | 151,645 | 1,142,185 | 1,424,996 |
| Other non-current assets | 1.c, 1.e,1.n, 4, 8 and 20 | 159,944,237 | 151,906,237 | 165,651,236 |
| Total non-current assets | 809,642,536 | 803,585,129 | 817,580,075 | |
| Current assets | ||||
| Financial assets at fair value through profit or loss | 1.e, 4 and 7 | 81,173,373 | 54,014,592 | 58,540,576 |
| Other current debtors | 1.e, 1.g, 4, 10 and 20 | 2,746,006 | 7,646,388 | 3,313,610 |
| Other current assets | 1.e, 1.n, 4, and 20 | 430,189 | 407,980 | 517,881 |
| Cash and cash equivalents | 1.e, 1.h, 4, 11 and 20 | 186,189,962 | 187,346,339 | 176,887,883 |
| Total current assets | 270,539,530 | 249,415,299 | 239,259,950 | |
| Total assets | 1,080,182,066 | 1,053,000,428 | 1,056,840,025 | |
| Shareholder' funds and liabilities | ||||
| Share capital | 12 | 230,391,627 | 230,391,627 | 230,391,627 |
| Own shares | 1.q and 13 | (8,441,804) | (8,441,804) | (8,441,804) |
| Reserves | 1.p | 817,581,760 | 825,520,566 | 825,520,566 |
| Net income / (loss) for the year | 39,096,465 | 363,364 | 5,820,800 | |
| 1,078,628,048 | 1,047,833,753 | 1,053,291,189 | ||
| Liabilities | ||||
| Non-current liabilities | ||||
| Provisions for other liabilities and charges | 1.l, 1.o and 15 | 351,301 | 333,750 | 304,811 |
| Other non-current liabilities | 1.n, 1.t, 4 and 23 | 258,928 | 377,642 | 399,254 |
| Total non-current liabilities | 610,229 | 711,392 | 704,065 | |
| Current liabilities | ||||
| Short-term loans and other loans | 1.h, 1.i, 1.j, 4, 14 and 20 | - | 9,794 | 87,859 |
| Other creditors | 4, 16 and 20 | 112,218 | 2,593,214 | 1,065,550 |
| Other current liabilities | 1.n, 1.t, 4, 20 and 23 | 831,571 | 1,852,275 | 1,691,362 |
| Total current liabilities | 943,789 | 4,455,283 | 2,844,771 | |
| 1,080,182,066 | 1,053,000,428 | 1,056,840,025 |
The notes are an integral part of the financial statements at 30 September 2015 and 2014 (restated note 1).
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
For the periods ended at 30 September 2015 and 2014 and for the year ended at 31 December 2014
| (Amounts expressed in Euro) | Notes | September 2015 (not audited) |
July to September 2015 (not audited) |
September 2014 (not audited) |
July to September 2014 (not audited) |
December 2014 |
|---|---|---|---|---|---|---|
| Services rendered | 2 0 |
257,645 | 80,592 | 258,761 | 97,100 | 303,482 |
| Other operating revenues | 2 0 |
176,019 | 86,173 | 89,238 | 34,397 | 153,199 |
| 433,664 | 166,765 | 347,999 | 131,497 | 456,681 | ||
| External supplies and services | 1.f, 17 and 20 | (556,350) | (172,970) | (682,707) | (205,325) | (1,018,283) |
| Staff expenses | 1.t and 23 | (842,643) | (278,701) | (1,028,437) | (279,629) | (1,313,559) |
| Depreciation and amortisation | 1.a, 1.b, 2 and 3 | (11,218) | (3,564) | (12,180) | (3,904) | (15,779) |
| Provisions and impairment losses | 1.l and 15 | (46,490) | - | - | - | - |
| Other operating costs | (80,259) | (62,967) | (100,847) | 34,799 | (135,696) | |
| (1,536,960) | (518,202) | (1,824,171) | (454,059) | (2,483,317) | ||
| Gains and losses on Group companies | 5 and 18 | 13,085,500 | 7,215,000 | 6,767,750 | 6,090,000 | 7,032,750 |
| Gains and losses on financial assets at fair value through profit or loss |
7 and 18 | 25,270,317 | 2,159,391 | (6,925,422) | (333,000) | (1,975,451) |
| Other financial expenses | 1.c, 1.f, 1.i, 1.j, 1.r, 1.s, 8, 14, 18 and 20 | (96,483) | (10,327) | (988,884) | (35,585) | (1,018,096) |
| Other financial income | 1.r, 8, 11, 18 and 20 | 1,959,573 | 651,767 | 2,741,673 | 708,430 | 3,369,520 |
| Current income / (loss) | 39,115,611 | 9,664,394 | 118,945 | 6,107,283 | 5,382,087 | |
| Income taxation | 1.m, 9 and 19 | (19,146) | (113,089) | 244,419 | 205,681 | 438,713 |
| Net income / (loss) for the year | 39,096,465 | 9,551,305 | 363,364 | 6,312,964 | 5,820,800 | |
| Earnings per share Including discontinued operations: |
2 2 |
|||||
| Basic | 0.13 | 0.03 | 0.00 | 0.02 | 0.02 | |
| Diluted | 0.13 | 0.03 | 0.00 | 0.02 | 0.02 | |
| Excluding discontinued operations: | ||||||
| Basic | 0.13 | 0.03 | 0.00 | 0.02 | 0.02 | |
| Diluted | 0.13 | 0.03 | 0.00 | 0.02 | 0.02 |
The notes are an integral part of the financial statements at 30 September 2015 and 2014.
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
For the periods ended at 30 September 2015 and 2014 and for the year ended at 31 December 2014
| (Amounts expressed in Euro) | Notes | September 2015 (not audited) |
July to September 2015 (not audited) |
September 2014 (not audited) |
July to September 2014 (not audited) |
December 2014 |
|---|---|---|---|---|---|---|
| Net income / (loss) for the year | 39,096,465 | 9,551,305 | 363,364 | 6,312,964 | 5,820,800 | |
| Components of other comprehensive income, net of tax | - | - | - | - | - | |
| Comprehensive income for the year | 39,096,465 | 9,551,305 | 363,364 | 6,312,964 | 5,820,800 |
The notes are an integral part of the financial statements at 30 September 2015 and 2014.
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
| (Amounts expressed in Euro) | Reserves | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Own shares (note 13) |
Share premium | Legal reserves | Medium Term Incentive Plans reserves (note 23) |
Own shares reserves |
Other reserves | Total reserves Net income / (loss) | Total | ||
| 2015 | ||||||||||
| Balance at 31 December 2014 | 230,391,627 | (8,441,804) | 775,290,377 | 13,152,684 | - | 8,441,804 | 28,635,701 | 825,520,566 | 5,820,800 | 1,053,291,189 |
| Appropriation of result of 2014 | ||||||||||
| Transfer to legal reserves and other reserves | - | - | - | 291,040 | - | - | 5,529,760 | 5,820,800 | (5,820,800) | - |
| Dividend Distribution | - | - | - | - | - | - | (13,759,606) | (13,759,606) | - | (13,759,606) |
| Comprehensive income for the year ended at 30 September | ||||||||||
| 2015 | - | - | - | - | - | - | - | - | 39,096,465 | 39,096,465 |
| Balance at 30 September 2015 | 230,391,627 | (8,441,804) | 775,290,377 | 13,443,724 | - | 8,441,804 | 20,405,855 | 817,581,760 | 39,096,465 | 1,078,628,048 |
| (Amounts expressed in Euro) | Reserves | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Own shares (note 13) |
Share premium | Legal reserves | Medium Term Incentive Plans reserves (note 23) |
Own shares reserves |
Other reserves (restated) |
Total reserves Net income / (loss) | Total | ||
| 2014 | ||||||||||
| Balance at 31 December 2013 | 366,246,868 | (8,441,804) | 775,290,377 | 13,152,684 | 473,962 | 8,441,804 | 131,364,941 | 928,723,768 | (95,982,606) | 1,190,546,226 |
| Appropriation of result of 2013 Transfer to legal reserves and other reserves (restated) |
- | - | - | - | - | - | (95,982,606) | (95,982,606) | 95,982,606 | - |
| Comprehensive income for the year ended at 30 September 2014 |
- | - | - | - | - | - | - | - | 363,364 | 363,364 |
| Reduction of the share capital following the result of the general and voluntary acquisition of own shares (note 13) |
(135,855,241) | - | - | - | - | - | (5,815,229) | (5,815,229) | - | (141,670,470) |
| Effect of the recognition of the Medium Term Incentive Plans (note 23) |
- | - | - | - | (57,543) | - | - | (57,543) | - | (57,543) |
| Effect of the conversion of the Medium Term Incentive Plans (note 23) |
- | - | - | - | (416,419) | - | (931,405) | (1,347,824) | - | (1,347,824) |
| Balance at 30 September 2014 | 230,391,627 | (8,441,804) | 775,290,377 | 13,152,684 | - | 8,441,804 | 28,635,701 | 825,520,566 | 363,364 | 1,047,833,753 |
The notes are an integral part of the financial statements at 30 September 2015 and 2014 (restated note 1).
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
For the periods ended at 30 September 2015 and 2014
| (Amounts expresses in Euro) | September 2015 | September 2014 | ||
|---|---|---|---|---|
| (not audited) | (not audited) | |||
| Operating activities | ||||
| Payments to employees | (1,825,537) | (315,046) | ||
| Cash flows from operating activities | (1,825,537) | (315,046) | ||
| Payments / receipts relating to income taxes, net | 998,758 | (708,104) | ||
| Other payments / receipts relating to operating activities, net | 511,010 | (1,802,618) | ||
| Cash flows from operating activities (1) | (315,769) | (2,825,768) | ||
| Investing activities | ||||
| Receipts from: | ||||
| Financial Investments | 2,957,000 | 28,127,148 | ||
| Interest and similar income | 2,721,583 | 6,097,314 | ||
| Loans granted | 965,000 | 12,895,000 | ||
| Dividends | 17,357,220 | 24,000,803 | 8,571,504 | 55,690,966 |
| Payments for: | ||||
| Financial Investments | - | - | (7,023,078) | (7,023,078) |
| Cash flows from investing activities (2) | 24,000,803 | 48,667,888 | ||
| Financing activities | ||||
| Payments for: | ||||
| Interest and similar expenses | (535,502) | (2,770,078) | ||
| Loans obtained | - | (41,644,284) | ||
| Dividends | (13,759,606) | (14,295,108) | - | (44,414,362) |
| Cash flows from financing activities (3) | (14,295,108) | (44,414,362) | ||
| Net cash flows (4)=(1)+(2)+(3) | 9,389,926 | 1,427,758 | ||
| Cash and cash equivalents at the beginning of the period | 176,800,036 | 185,918,581 | ||
| Cash and cash equivalents at period end | 186,189,962 | 187,346,339 | ||
The notes are an integral part of the financial statements at 30 September 2015 and 2014.
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
For the periods ended at 30 September 2015 and 2014.
| September 2015 (not audited) |
September 2014 (not audited) |
|
|---|---|---|
| 1. Acquisition or sale of subsidiaries or other businesses | ||
| a) Other business activities | ||
| Reimburse of investments from Sonaecom BV | - | 14,720,000 |
| Reimburse of investments from Sonae Com Sistemas de Informação, SGPS, S.A. | 2,957,000 | 10,195,000 |
| Reimburse of investments from Sonaetelecom BV | - | 1,549,284 |
| Reimburse of supplementary capital from Miauger - Organização e Gestão de Leilões Electrónicos, S.A. | - | 988,854 |
| Reimburse of supplementary capital from PCJ - Público, Comunicação e Jornalismo, S.A. | - | 674,010 |
| 2,957,000 | 28,127,148 | |
| b) Other business activities | ||
| Purchase of shares Sonae SGPS | - | 5,522,188 |
| Loss cover from Miauger - Organização e Gestão de Leilões Electónicos, S.A. | - | 826,880 |
| Loss cover from PCJ - Público, Comunicação e Jornalismo, S.A. | - | 674,010 |
| - | 7,023,078 | |
| c) Dividends received | ||
| ZOPT SGPS, S.A. | 15,815,500 | 7,250,000 |
| NOS, SGPS, S.A. | 1,541,720 | 1,321,504 |
| 17,357,220 | 8,571,504 |
| 2. Details of cash and cash equivalents Cash in hand 499 Cash at bank 67,454,463 Treasury applications 118,735,000 Cash and cash equivalents 186,189,962 Cash assets 186,189,962 3. Description of non-monetary financing activities a) Bank credit obtained and not used |
September 2015 (not audited) |
September 2014 (not audited) |
|---|---|---|
| 652 | ||
| 14,640,686 | ||
| 172,705,000 | ||
| 187,346,339 | ||
| 187,346,339 | ||
| 1,000,000 | 1,000,000 | |
| b) Purchase of company through the issue of shares Not applicable |
Not applicable | |
| c) Conversion of loans into shares Not applicable |
Not applicable |
The notes are an integral part of the financial statements at 30 September 2015 and 2014.
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
SONAECOM, SGPS 6 June 1988, under the name Sonae Tecnologias de Informação, S.A. and has its head office at Lugar de Espido, Via Norte, Maia Portugal.
Pargeste, SGPS information technology area were transferred to the Company through a demerger-merger process, executed by public deed dated 30 September 1997.
On 3 November increased, its Articles of Association were modified and its name was changed to Sonae.com, SGPS, S.A.. Since then the investments in other companies. Also on 3 November 1999, -denominated to euro, being represented by one hundred and fifty million shares with a nominal value of 1 Euro each.
On 1 June 2000, the Company carried out a Combined Share Offer, involving the following:
capital was increased under the terms explained below. The new shares were fully subscribed for and paid up by Sonae-, SGPS, S.A. (a Shareholder of Sonaecom, hereinafter referred up on the date the price of the Combined Share Offer was determined, and paid up in cash, 31,000,000 new ordinary shares of 1 Euro each being issued. The subscription price for the new shares was the same as that fixed for the sale of shares in the aforementioned Combined Share Offer, which was Euro 10.
In addition, Sonae sold, in that year, 4,721,739 Sonaecom shares under an option granted to the banks leading the Institutional Offer for Sale and 1,507,865 shares to Sonae Group managers and to the former owners of the companies acquired by Sonaecom.
By decision of the 17
181,000,000 to Euro 226,250,000 by public subscription reserved for the existing Shareholders, 45,250,000 new shares of 1 Euro each having been fully subscribed for and paid up at the price of Euro 2.25 per share.
On 30 anged by public deed to Sonaecom, SGPS, S.A..
By decision of the Sharehol 12 September increased by Euro 70,276,868, from Euro 226,250,000 to Euro 296,526,868, by the issuance of 70,276,868 new shares of 1 Euro each and with a share premium of Euro 242,455,195, fully subscribed by France Telecom. The corresponding public deed was executed on 15 November 2005.
18 s increased by Euro 69,720,000, to Euro 366,246,868, by the issuance of 69,720,000 new shares of 1 Euro each and with a share premium of Euro 275,657,217, subscribed by 093X Telecomunicações Celulares, S.A. (EDP) and Parpública Participações Públicas, SGPS, S.A. (Parpública). The corresponding public deed was executed on 18 October 2006.
By decision of the Shareholders General Meeting held on 16 April 2008, bearer shares were converted into registered shares.
On 5 February 2014, Sonaecom made public the decision to launch a general and voluntary tender offer for the acquisition of shares representing the share capital of Sonaecom.
The offer was general and voluntary, with the offered obliged to acquire all the shares that were the object of the offer and were, until the end of the respective period, subject to valid acceptance by the recipients.
The period of the offer, during which sales orders were received, ran for two weeks, beginning on 6 February and ending on 19 February 2014. On 20 February 2014, the results of the offer were released. The level of acceptance reached 62%, corresponding to 54,906,831 Sonaecom shares (notes 7 and 12).
In 2014 Sonaecom reduced its share capital to Euro 230,391,627.
Euronext announced Sonaecom exclusion from the PSI-20 from 24 February 2014.
The financial statements are presented in euro, rounded at unit.
The accompanying financial statements have been prepared records in accordance with International Financial Reporting Standards (IFRS).
The adoption of the International Financial Reporting Standards (IFRS) as adopted by the European Union occurred for the first time in 2007 and as defined by IFRS 1 adoption of International Financial Reporting Standards and taking into account the IAS 34 - 'Interim Financial Reporting' 1 January 2006 was the date of transition from generally accepted accounting principles in Portugal to those standards.
For Sonaecom, there are no differences between IFRS as adopted by European Union and IFRS published by the International Accounting Standards Board, with the exception of the start dates of the adoption of the standards indicated below.
The following standards, interpretations, amendments and revisions have been approved (endorsed) by the European Union, and have mandatory application to financial years beginning on or after 1 January 2015 and were first adopted in the period ended at 30 September 2015:
| Standard / Interpretation | Effective date (annual |
|---|---|
| periods beginning on | |
| or after) | |
| IAS 19 - Amendments (Defined Benefit Plans: | 1-Jul-14 |
Employee Contributions)
The objective of the amendments is to simplify the accounting for contributions that are independent of the number of years of employee service.
1-Jul-14 amendments to IFRSs in response to eight issues addressed during the
1-Jul-14
amendments to IFRSs in response to four issues addressed during the
The following standards, interpretations, amendments and revisions have not yet been approved (endorsed) by the European Union, at the date of approval of these financial statements:
| Standard / Interpretation | Effective date |
|---|---|
| (annual periods | |
| beginning on or | |
| after) | |
| IFRS 9 (Financial Instruments) and subsequent | 1-Jan-18 |
| amendments | |
| This standard introduces new requirements for classifying and measuring | |
| financial assets. | |
| Amendments to IFRS 10 - "Consolidated Financial | 1-jan-16 |
|---|---|
| Statements", IFRS 12 - "Disclosure of Interests in | |
| Other Entities" and IAS 28 - "Investments in | |
| Associates and Joint Ventures" |
The purposed of these amendments is to clarify several issues regarding the application of the requirement for investment entities to measure subsidiaries at fair value instead of consolidating them.
IFRS 10 and IAS 28 - Amendments (Sale or Contribution of Assets between an Investor and its Associate or Joint Venture)
The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those established in IAS 28 (2011), when dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary.
IFRS 11 - Amendments (Accounting for Acquisitions of Interests in Joint Operations) 1-Jan-16
1-Jan-16
The objective was to add new guidance on the accounting for the acquisition of an interest in a joint by controlled operation that constitutes a business. The IASB decided which acquirers of such interests shall apply all the principles applied to business combinations accounting as established in IFRS 3 - "Business Combinations", and other IFRSs, that do not conflict with the guidance provided in IFRS 11.
Permits an entity which is a first-time adopter of IFRS to continue to account, with some limited changes, for 'regulatory deferral account balances', in accordance with its previous GAAP, both on initial adoption of IFRS and in subsequent financial statements.
IFRS 15 (Revenue from Contracts with Customers) 1-Jan-17
IFRS 15 specifies how and when an IFRS reporter will recognise revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard provides a single, principles based five-step model to be applied to all contracts with customers.
| Standard / Interpretation | Effective date (annual periods beginning on or after) |
|---|---|
| Amendments to IAS 1 - Presentation of Financial Statements (Disclosures) The amendment introduces a set of directions and guidelines to improve and simplify the disclosures in the context of current IFRS reporting requirements. |
1-Jan-16 |
| IAS 16 and IAS 38 - Amendments (Clarification of Acceptable Methods of Depreciation and Amortisation) The IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects more factors other than the consumption of the economic benefits embodied in the asset. |
1-Jan-16 |
| IAS 16 and IAS 41 - Amendments (Agriculture: Bearer Plants) The amendments bring bearer plants, which are used solely to grow produce, into the scope of IAS 16 so that they are accounted for in the same way as property, plant and equipment. |
1-Jan-16 |
| IAS 27: Amendments (Equity Method in Separate Financial Statements) This amendment will allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. |
1-Jan-16 |
| 1-Jan-16 | |
amendments to IFRSs in response to issues addressed during the
These standards have not yet been approved ) by the European Union and, as such, were not adopted by the Company for the period ended at 30 September 2015. Their application is not yet mandatory.
It is predicted that the application of these standards and interpretations, as applicable to the Company will have no material effect on future financial statements of the Company.
Fisco e Segurança Social (Decreto-Lei 248-A de 2002 e Decreto-Lei nº 151 payments to the Portuguese State regarding previous years taxes settlements, which by the time of the payments both companies have already initiated judicial oppositions, therefore the processes flow in the competent courthouses.
The evaluation done until the mentioned payments, which has not been changed ever since, inform that the processes are related to contingencies which the probability of becoming real in resources of outcome is low, being the processes motivated by the different interpretations of the fiscal legislation and, as a consequence, resolving into fiscal doubtful postures. As a result of the mentioned evaluation, the amounts involved are expressed on the financial presentations, which do
The amount paid within the mentioned regulations has been current debtors ons, Shareto Sonaecom, it only has been paid amounts about taxes normative treatment, Sonaecom has decided, as an analogy, a policy alike the one related to IRC payments.
requested the retrospective correction of the financial statements under the argumentation that payments related to taxes other than IRC must be considered as contingent assets. Although Sonae and Sonaecom do not agree with the restated of the financial statements in conformity.
| Individual balance for the period ended at 30 September 2014 | |
|---|---|
| (Amounts expressed in Euro) | Before the change |
Restatement of "RERD" |
After the change |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Total non-current assets | 803,585,129 | - | 803,585,129 |
| Current assets | |||
| Financial assets at fair value through profit or loss | 54,014,592 | - | 54,014,592 |
| Other current debtors | 13,059,611 | 5,413,223 | 7,646,388 |
| Other current assets | 407,980 | - | 407,980 |
| Cash and cash equivalents | 187,346,339 | - | 187,346,339 |
| Total current assets | 254,828,522 | 5,413,223 | 249,415,299 |
| Total assets | 1,058,413,651 | 5,413,223 | 1,053,000,428 |
| Shareholder' funds and liabilities | |||
| Share capital | 230,391,627 | - | 230,391,627 |
| Own shares | (8,441,804) | - | (8,441,804) |
| Reserves | 830,933,789 | 5,413,223 | 825,520,566 |
| Net income / (loss) for the year | 363,364 | - | 363,364 |
| 1,053,246,976 | 5,413,223 | 1,047,833,753 | |
| Liabilities | |||
| Non-current liabilities | |||
| Total non-current liabilities | 711,392 | - | 711,392 |
| Current liabilities | |||
| Total current liabilities | 4,455,283 | - | 4,455,283 |
| 1,058,413,651 | 5,413,223 | 1,053,000,428 |
The accounting policies and measurement criteria adopted by the Company at 30 September 2015 are comparable with those used in the preparation of the individual financial statements at 30 September 2014.
The main accounting policies used in the preparation of the accompanying financial statements are as follows:
Tangible assets are recorded at their acquisition cost less accumulated depreciation and less estimated accumulated impairment losses.
Depreciations are calculated on a straight-line monthly basis as from the date the assets are available for use in the necessary conditions to operate as intended by the management, by a corresponding charge to the profit and loss
Impairment losses detected in the realisation value of tangible assets are recorded in the period in which they arise, by a
The annual depreciation rates used correspond to the estimated useful life of the assets, which are as follows:
| Years of useful life | |
|---|---|
| in buildings owned by third parties | 10-20 |
| Plant and machinery | 5 |
| Vehicles | 4 |
| Fixtures and fittings | 4-8 |
Current maintenance and repair costs of tangible assets are recorded as costs in the period in which they occur. Improvements of significant amount, which increase the estimated useful life of the assets, are capitalised and depreciated in accordance with the estimated useful life of the corresponding assets.
Intangible assets are recorded at their acquisition cost less accumulated amortisation and less estimated accumulated impairment losses. Intangible assets are only recognised, if it is likely that they will bring future economic benefits to the Company, if the Company controls them and if their cost can be reliably measured.
Intangible assets correspond, essentially, to software and industrial property.
Amortisations are calculated on a straight-line monthly basis, over the estimated useful life of the assets (six years) as from the month in which the corresponding expenses are incurred.
Amortisation for the period is recorded in the profit and loss
c) Investments in Group companies and other non-current assets
Investments in companies in which the Company has direct or excess of 50% or in which it has control over the financial and operating policies are recorded under the caption accordance with IAS 27, as Sonaecom presents, separately, consolidated financial statements in accordance with IAS / IFRS.
Loans and supplementary capital granted to affiliated companies with maturities, estimated or defined contractually, greater than one year, are recorded, at their nominal value, -
Investments and loans granted to Group companies are evaluated whenever an event or change of circumstances indicates that the recorded amount may not be recoverable or impairment losses recorded in previous years no longer exist.
Impairment losses estimated for investments and loans granted to Group companies are recorded, in the period that
The expenses incurred with the acquisition of investments in Group companies are recorded as cost when they are incurred.
Investments in Joint Ventures (companies in which the Company has, direct or indirect, 50% of the voting rights in the General Meeting of or in which it has the control over the financial and operating policies), are recorded under in accordance with IAS 27, as such, Sonaecom presents, separately, consolidated financial statements in accordance with IAS / IFRS.
Loans and supplementary capital granted to companies jointly controlled , with maturities, estimated or defined contractually, greater than one year, are recorded, at their -
Investments and loans granted to joint ventures are evaluated whenever an event or change of circumstances indicates that the recorded amount may not be recoverable or impairment losses recorded in previous years no longer exist.
Impairment losses estimated for investments and loans granted to joint ventures are recorded, in the period that they the profit and loss statement.
The expenses incurred with the acquisition of investments in joint ventures are recorded as cost when they are incurred.
The Company classifies its financial instruments in the -to-maturity -for-
The classification depends on the purpose for which the investments were acquired.
The classification of the investments is determined at the initial recognition and re-evaluated every quarter.
This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if it is acquired principally for the purpose of selling in the short term or if the adoption of this method allows reducing or eliminating an accounting mismatch. Derivatives are also registered as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to mature within 12 months of the balance sheet date.
Loans and receivables are non-derivative financial assets with fixed or variable payments that are not quoted in an active market. These financial investments arise when the Company provides money or services directly to a debtor with no intention of trading the receivable.
Loans and receivables are carried at amortised cost using the effective interest method, deducted from any impairment losses.
Loans and receivables are recorded as current assets, except when its maturity is greater than 12 months from the balance sheet date, a situation in which they are classified as noncurrent assets.
Held-to-maturity investments are non-derivative financial assets with fixed or variable payments and with fixed intention and ability to hold until their maturity.
Available-for-sale financial assets are non-derivative investments that are either designated in this category or not classified in any of the other above referred categories. They are included in non-current assets unless management intends to dispose them within 12 months of the balance sheet date.
Purchases and sales of investments are recognised on tradedate the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried and the transaction costs are recorded in the income statement. Investments are derecognised when the rights to receive cash flows from the investments have expired or transferred, and consequently all substantial risks and rewards of their ownership have been transferred.
Available-for-sale fina value.
-toare carried at amortised cost using the effective interest method.
Realised and unrealised gains and losses arising from changes in the fair value of financial assets classified at fair value through profit or loss are recognised in the income statement. Realised and unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in equity. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the profit and loss statement as gains or losses from investment securities.
The fair value of quoted investments is based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Company establishes fair value by using valuation techniques. These include the use of recent discounted cash flow analysis, and option pricing models these valuation techniques can be used, the Company values these investments at acquisition cost net of any identified impairment losses. The fair value of listed investments is determined based on the closing Euronext share price at the balance sheet date.
The Company assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In case of equity securities classified as available-for-sale, a significant decline (above 25%) or prolonged decline (during two consecutive quarters) in the fair value of the security below its cost is considered in determining whether the securities are impaired. If such evidence exists for available-for-sale financial assets, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment losses on that financial asset previously recognised in the profit or loss statement is removed from equity and recognised in the profit and loss statement. Impairment losses recognised in the profit and loss statement on equity securities are not reversed through the profit and loss statement.
Lease contracts are classified as financial leases, if, in substance, all risks and rewards associated with the detention of the leased asset are transferred by the lease contract or as operational leases, if, in substance, there is no transfer of risks and rewards associated with the detention of the leased assets.
The lease contracts are classified as financial or operational in accordance with the substance and not with the form of the respective contracts.
Tangible assets acquired under finance lease contracts and the related liabilities are recorded in accordance with the financial method. Under this method the tangible assets, the corresponding accumulated depreciation and the related liability are recorded in accordance with the contractual financial plan at fair value or, if less, at the present value of payments. In addition, interest included in lease payments and depreciation of the tangible assets are recognised as expenses in the profit and loss statement for the period to which they relate.
Assets under long-term rental contracts are recorded in accordance with the operational lease method. In accordance with this method, the rents paid are recognised as an expense, over the rental period.
Other current debtors are recorded at their net realisable value, and do not include interest, because the financial updated effect is not significant.
These financial investments arise when the Company provides money or services directly to a debtor with no intention of trading the receivable.
The amount relating to this caption is presented net of any impairment losses, which are recorded in the profit and loss Provisions .
Amounts incl bank deposits and other treasury applications where the risk of any change in value is insignificant.
The cash flow statement has been prepared in accordance with IAS 7 months, for which the risk of change in value is insignificant. statement also includes bank overdrafts, which are reflected in -
The cash flow statement is classified by operating, financing and investing activities. Operating activities include payments to personnel and other captions relating to operating activities.
Cash flows from investing activities include the acquisition and sale of investments in associated and subsidiary companies and receipts and payments resulting from the purchase and sale of tangible assets.
Cash flows from financing activities include payments and receipts relating to loans obtained and finance lease contracts.
All amounts included under this caption are likely to be realised in the short term and there are no amounts given or pledged as guarantee.
expenses incurred in setting up loans are recorded as a deduction to the nominal debt and recognised during the period of the financing, based on the effective interest rate method. The interests incurred but not yet due are added to the loans caption until their payment.
Financial expenses relating to loans obtained are generally recognised as expenses at the time they are incurred. Financial expenses related to loans obtained for the acquisition, construction or production of fixed assets are capitalised as part of the cost of the assets. These expenses are capitalised starting from the time of preparation for the construction or development of the asset and are interrupted when the assets are ready to operate, at the end of the production or construction phases or when the associated project is suspended.
The Company only uses derivatives in the management of its financial risks to hedge against such risks. The Company does not use derivatives for trading purposes.
The cash flow hedges used by the Company are related to:
(i) Interest rate swaps operations to hedge against interest rate risks on loans obtained. The amounts, interest payment dates and repayment dates of the underlying interest rate swaps are similar in all respects to the conditions established for the contracted loans. Changes in the fair value of cash flow hedges are recorded in assets or liabilities, against a
(ii) The values and times periods involved are identical to the amounts invoiced and their maturities.
In cases where the hedge instrument is not effective, the amounts that arise from the adjustments to fair value are recorded directly in the profit and loss statement.
Provisions are recognised when, and only when, the Company has a present obligation (either legal or implicit) resulting from a past event, the resolution of which is likely to involve the disbursement of funds by an amount that can be reasonably estimated.
Provisions are reviewed at the balance sheet date and adjusted to reflect the best estimate at that date.
Provisions for restructurings are only registered if the Company has a detailed plan and if that plan has already been communicated to the parties involved.
Contingent liabilities are not recognised in the financial statements but are disclosed in the notes, except if the possibility of a cash outflow affecting future economic benefits is remote.
Contingent assets are not recognised in the financial statements but are disclosed in the notes when future economic benefits are likely to occur.
sents the sum of the tax currently payable and deferred tax. Income tax is recognised in accordance with IAS 12
Sonaecom is under the special regime for the taxation of groups of companies, from which Sonae, SGPS is the dominant company since 1 January 2015. Sonaecom records the income tax on their individual accounts and the tax calculated is record under the caption of group companies. The special regime for the taxation of groups of companies covers all direct or indirect subsidiaries, and even through companies resident in another Member State of the European Union or the European Economic Area, only if, in the last case, there is an obligation of administrative cooperation, on which the Group holds at least 75% of their share capital, where such participation confers more than 50% of voting rights, if meet certain requirements.
Deferred taxes are calculated using the liability method and reflect the timing differences between the amount of assets and liabilities for accounting purposes and the respective amounts for tax purposes.
Deferred tax assets are only recognised when there is reasonable expectation that sufficient taxable profits shall arise in the future to allow such deferred tax assets to be used. At the end of each period, the recorded and unrecorded deferred tax assets are revised and they are reduced whenever their realisation ceases to be probable, or increased if future taxable profits are likely enabling the recovery of such assets (note 9).
Deferred taxes are calculated with the tax rate that is expected to be in effect at the time the asset or liability is realized, based on the rates that have been enacted or substantially enacted at the balance sheet date.
Whenever deferred taxes derive from assets or liabilities d situations, deferred taxes are always registered in the profit and loss statement.
Expenses and income are recorded in the period to which they relate, regardless of their date of payment or receipt. Estimated amounts are used when actual amounts are not known.
The costs attributable to current period and whose expenses will only occur in future periods are estimated and recorded c it is possible to estimate reliably the amount and the timing of occurrence of the expense. If there is uncertainty regarding both the date of disbursement of funds, and the amount of the obligation, the value is classified as Provisions (note 1.l).
Non-current financial assets and liabilities are recorded at fair value and, in each period, the financial actualisation of the fair value is recorded in the profit and loss statement under the caption
receive such amounts are appropriately established and communicated.
Assets and liabilities due in more than one year from the date of the balance sheet are classified, respectively, as noncurrent assets and non-current liabilities.
In addition, considering their nature, the deferred taxes and the provisions for other liabilities and charges, are classified as non-current assets and liabilities (notes 9 and 15).
Portuguese commercial legislation requires that at least 5% of the annual net profit must be appropriated to a legal reserve, until such reserve reaches at least 20% of the share capital. This reserve is not distributable, except in case of liquidation of the Company, but may be used to absorb losses, after all the other reserves are exhausted, or to increase the share capital.
The share premiums relate to premiums generated in the issuance of capital or in capital increases. According to Portuguese law, share premiums follow the same i.e., they are not distributable, except in case of liquidation, but they can be used to absorb losses, after all the other reserves are exhausted or to increase share capital.
According to IFRS 2 responsibility related with the equity settled plans is registered, as a credit, under the caption of Medium Term Incentive Plan Reserves, which are not distributable and which cannot be used to absorb losses. During the year ended at 31 December 2014, due to the conversion of the existing Sonaecom share plans on Sonae SGPS shares and the -term incentives
hedges derivatives that are considered effective (note 1.k) and it is non-distributable nor can it be used to absorb losses.
The own shares reserve reflects the acquisition value of the own shares and follows the same requirements of legal reserves.
Additionally, the increments resulting from the application of fair value through equity components, including its implementation through the net results, shall be distributed only when the elements that gave rise to them are sold, liquidated or exercised when they finish their use, in the case of tangible or intangible assets. Therefore, at 30 September 2015, Sonaecom, SGPS, S.A., had free distributable reserves amounting to approximately EUR 20.6 million. To this effect were considered distributable increments resulting from the application of fair value through equity components already exercised during the period ended at 30 September 2015.
funds. Gains or losses related to the sale of own shares are re
All assets and liabilities expressed in foreign currency were translated into Euro using the exchange rates in force at the balance sheet.
Favourable and unfavourable foreign exchange differences resulting from changes in the rates in force at transaction date and those in force at the date of collection, payment or at the balance sheet date are recorded as income and expenses in the profit and loss statement of the period, in financial results.
The following rates were used for the translation into Euro:
| 2015 | 2014 | |||
|---|---|---|---|---|
| 30 September | Average | 30 September | Average | |
| Pounds Sterling | 1.3541 | 1.3756 | 1.2865 | 1.2318 |
| Swiss franc | 0.9162 | 0.9423 | 0.8290 | 0.8210 |
| Swedish krona | 0.1063 | 0.1067 | 0.1093 | 0.1107 |
| American Dollar | 0.8926 | 0.8978 | 0.7947 | 0.7381 |
Impairment tests are performed at the date of each balance sheet and whenever an event or change of circumstances indicates that the recorded amount of an asset may not be recoverable.
Whenever the book value of an asset is greater than the amount recoverable, an impairment loss is recognised and recorded in the profit and loss statement under the caption und amount recoverable is the greater of the net selling price and the value of use. Net selling price is the amount obtained upon the sale of an asset in a transaction within the capability of the parties involved, less the costs directly related to the sale. The value of use is the present amount of the estimated future cash flows expected to result from the continued use of the asset and of its sale at the end of its useful life. The recoverable amount is estimated for each asset individually or, if this is not possible, for the cash-generating unit to which the asset belongs.
For financial investments in Group companies, the recoverable amount, calculated in terms of value in use, is determined based on last business plans duly approved by the Board of Directors of the Company.
For financial investments in joint ventures, the recoverable amount is determinate taking into account with several information as business plans approved by the Board of
Directors and the average ratings of external reviewers (researches).
Evidence of the existence of impairment in accounts receivables appears when:
t) Medium-term incentive plans
The accounting treatment of Medium Term Incentive Plans is based on IFRS 2 -
Under IFRS 2, when the settlement of plans established by es, the estimated responsibility is recorded, as a credit entry, loss statement.
The quantification of this responsibility is based on its fair value at the attribution date and is recognised over the vesting period of each plan (from the award date of the plan until its vesting or settlement date). The total responsibility, at any point in time, is calculated based on the proportion of accounting date.
When the responsibilities associated with any plan are covered by a hedging contract, i.e., when those responsibilities are replaced by a fixed amount payable to a third party and when Sonaecom is no longer the party that will deliver the Sonaecom shares, at the settlement date of each plan, the above accounting treatment is subject to the following changes:
For plans settled in cash, the estimated liability is recorded under the balance sheet cap respective accounting date. The liability is quantified based on the fair value of the shares as of each balance sheet date.
When the liability is covered by a hedging contract, recognition is made in the same way as described above, but with the liability being quantified based on the contractually fixed amount. One Sonae SGPS share plan is covered by a hedging contract.
Equity-settled plans to be liquidated through the delivery of shares of Sonae SGPS are recorded as if they were settled in cash, which means that the estimated liability is recorded relating to the deferred period elapsed. The liability is quantified based on the fair value of the shares as of each balance sheet date.
For 2011 Sonaecom shares plan, the Company was signed with Sonae-SGPS, S.A., a contract that agrees to the transfer of Sonaecom, SGPS, S.A. shares for employees and board members of the Group as requested by Sonaecom and under This contract ceased during the year of 2014.
During the year ended at 31 December 2014, the company converted all such plans for Sonaecom shares plans, into shares of Sonae SGPS.
The impacts associated to the Medium Term Incentive Plans are registered, in the balance sheet, under the caption ´Other current liabilities' and 'Other non-current liabilities' (note 23).
On 30 September 2015, the Sonae SGPS share plans resulting from the conversion and the plans allocated during the years 2014 and 2015 are not covered and the responsibility is recorded at the fair value. The responsibility of all plans is r non-
Events occurring after the date of the balance sheet which provide additional information about conditions prevailing at the time of the balance sheet (adjusting events) are reflected in the financial statements. Events occurring after the balance sheet date that provide information on post-balance sheet conditions (non-adjusting events), when material, are disclosed in the notes to the financial statements.
The most significant accounting estimates reflected in the financial statements of the periods ended at 30 September 2015 and 2014 include mainly impairment analysis of assets, particularly financial investments in Group companies.
Estimates used are based on the best information available during the preparation of financial statements and are based on the best knowledge of past and present events. Although future events are not controlled by the Company neither foreseeable, some could occur and have impact on the estimates. Changes to the estimates used by the management that occur after the approval date of these financial statements, will be recognised in net income, in accordance with IAS 8 methodology.
The main estimates and assumptions in relation to future events included in the preparation of financial statements are disclosed in the respective notes.
risks such as market risk, liquidity risk and credit risk.
These risks arise from the unpredictability of financial markets, which affect the capacity to project cash flows and a long-term ongoing perspective, seeks to minimise potential adverse effects that derive from that uncertainty, using, every time it is possible and advisable, derivative financial instruments to hedge the exposure to such risks (note 1.k).
The Company is also exposed to equity price risks arising from equity investments, although they are usually maintained for strategic purposes.
Foreign exchange risk management seeks to minimise the volatility of investments and transactions made in foreign currency and contributes to reduce the sensitivity of results to changes in foreign exchange rates.
Whenever possible, the Company uses natural hedges to manage exposure, by offsetting credits granted and credits received expressed in the same currency. When such procedure is not possible, the Company adopts derivative financial hedging instruments (note 1. k).
Considering the reduced values of assets and liabilities in foreign currency, the impact of a change in exchange rate will not have significant impacts on the financial statements.
the total cost of debt to a high risk of volatility. The impact of this volatility in the Company results or in its Shareholders´ funds is mitigated by the effect of the following factors: (i) relatively low level of financial leverage; (ii) possibility to use derivative instruments that hedge the interest rate risk, as mentioned below; (iii) possible correlation between the level of market interest rates and economic growth the latter having a this way partially offsetting the increase of financial costs consolidated liquidity which is also bearing interest at a variable rate.
The Company only uses derivatives or similar transactions to hedge interest rate risks considered significant. Three main principles are followed in all instruments selected and used to hedge interest rate risk:
As a borrowings (note 14) are at variable rates, interest rate swaps and other derivatives are used to hedge future changes in cash flow relating to interest payments, when it is considered necessary. Interest rate swaps have the financial effect of converting the respective borrowings from floating rates to fixed rates. Under the interest rate swaps, the Company agrees with third parties (banks) to exchange, in predetermined periods, the difference between the amount of interest calculated at the fixed contract rate and the floating rate at the time of re-fixing, by reference to the respective agreed notional amounts.
The counterparties of the derivative hedging instruments are limited to highly rated financial institutions, being the preference to financial institutions that form part of its financing transactions.
In order to select the counterparty for occasional operations, Sonaecom requests proposals and indicative prices from a
representative number of banks in order to ensure adequate competitiveness of these operations.
In determining the fair value of hedging operations, the Company uses certain methods, such as option valuation and discounted future cash flow models, using assumptions based on market interest rates prevailing at the balance sheet date. Comparative financial institution quotes for the specific or similar instruments are used as a benchmark for the valuation.
The fair value of the derivatives contracted, that are considered as fair value hedges or the ones that are considered not sufficiently effective for cash flow hedge (in accordance with the provisions established in IAS 39 captions and changes in the fair value of such derivatives are recognised directly in the profit and loss statement for the period. The fair value of derivatives of cash flow hedge, that are considered effective according to IAS 39 changes in the fair value are recognised in equity.
conditions of the financing with significant impact in the Company, based on the analysis of the debt structure, the risks and the different options in the market, particularly as to the type of interest rate (fixed / variable). Under the policy defined above, the Executive Committee is responsible for the decision on the occasional interest rate hedging contracts, through the monitoring of the conditions and alternatives existing in the market.
On 30 September 2015, are not contracted any derivatives instruments of hedging of the interest rate changes.
The existence of liquidity in the Company requires the definition of some policies for an efficient and secure management of the liquidity, allowing us to maximise the profitability and to minimise the opportunity costs related with that liquidity.
The liquidity risk management has a threefold objective: (i) Liquidity, i.e., to ensure the permanent access in the most efficient way to obtain sufficient funds to settle current payments in the respective dates of maturity as well as any eventual not forecasted requests for funds, in the deadlines set for this; (ii) Safety, i.e., to minimise the probability of default in any reimbursement of application of funds; and (iii) Financial efficiency, i.e., to ensure that the Company maximises the value / minimise the opportunity cost of holding excess liquidity in the short term.
The main underlying policies correspond to the variety of instruments allowed, the maximum acceptable level of risk, the maximum amount of exposure by counterparty and the maximum periods for investments.
The existing liquidity should be applied to the alternatives and by the order described below:
The applications in the market are limited to eligible counterparties, with ratings previously established by the Board and limited to certain maximum amounts by counterparty.
The definition of maximum amounts intends to assure that the application of liquidity in excess is made in a prudent way and taking into consideration the best practices in terms of bank relationships.
The maturity of applications should equalise the forecasted payments (or the applications should be easily convertible, in case of asset investments, to allow urgent and not estimated payments), considering a threshold for eventual deviations on the estimates. The threshold depends on the accuracy level of treasury estimates and would be determined by the business. The accuracy of the treasury estimates is an important variable to quantify the amounts and the maturity of the applications in the market.
The maturity of each class of financial liabilities is presented in note 14.
with the accounts receivable related to current operational activities. The credit risk associated to financial operations is mitigated by the fact that the Company only negotiates with entities with high credit quality.
The management of this risk seeks to guarantee that the amounts owing are effectively collected within the periods negotiated without affecting the financial health of the Company.
The amounts included in the financial statements related to other current debtors, net of impairment losses, represent the maximum exposure of the Company to credit risk.
The movement in tangible assets and in the corresponding accumulated depreciation and impairment losses in the periods ended at 30 September 2015 and 2014 was as follows:
| 2015 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Buildings and other | Plant and | Fixtures and | Other tangible | |||||
| constructions | machinery | Vehicles | Tools | fittings | assets | Work in progress | Total | |
| Gross assets | ||||||||
| Balance at 31 December 2014 | 347,208 | 43,858 | 22,060 | 171 | 242,718 | 104 | 1,600 | 657,719 |
| Additions | - | - | - | - | 979 | - | 979 | |
| Disposals | - | - | - | - | - | - | (1,600) | (1,600) |
| Balance at 30 September 2015 | 347,208 | 43,858 | 22,060 | 171 | 243,697 | 104 | - | 657,098 |
| Accumulated depreciation and | ||||||||
| impairment losses | ||||||||
| Balance at 31 December 2014 | 329,809 | 43,715 | 7,813 | 171 | 237,435 | 104 | - | 619,047 |
| Depreciation for the period | 3,160 | 54 | 4,136 | - | 2,754 | - | - | 10,104 |
| Balance at 30 September 2015 | 332,969 | 43,769 | 11,949 | 171 | 240,189 | 104 | - | 629,151 |
| Net value | 14,239 | 89 | 10,111 | - | 3,508 | - | - | 27,947 |
| 2014 | ||||||||
| Buildings and other | Plant and | Fixtures and | Other tangible | |||||
| constructions | machinery | Vehicles | Tools | fittings | assets | Work in progress | Total | |
| Gross assets | ||||||||
| Balance at 31 December 2013 | 348,914 | 43,858 | 22,060 | 171 | 242,718 | 104 | - | 657,825 |
| Additions | - | - | - | - | - | - | - | - |
| Disposals | - | - | - | - | - | - | - | - |
| Balance at 30 September 2014 | 348,914 | 43,858 | 22,060 | 171 | 242,718 | 104 | - | 657,825 |
| Accumulated depreciation and | ||||||||
| impairment losses | ||||||||
| Balance at 31 December 2013 | 325,938 | 43,643 | 2,298 | 171 | 232,961 | 104 | - | 605,115 |
| Depreciation for the period | 3,388 | 54 | 4,136 | - | 3,463 | - | - | 11,041 |
| Balance at 30 September 2014 | 329,326 | 43,697 | 6,434 | 171 | 236,424 | 104 | - | 616,156 |
| Net value | 19,588 | 161 | 15,626 | - | 6,294 | - | - | 41,669 |
The movement in intangible assets and in the corresponding accumulated amortisation and impairment losses in the periods ended at 30 September 2015 and 2014 was as follows:
| 2015 | ||||
|---|---|---|---|---|
| Brands, patents and | Intangible assets in | |||
| other rights | Software | progress | Total | |
| Gross assets | ||||
| Balance at 31 December 2014 | 9,719 | 192,404 | 498 | 202,621 |
| Disposals | - | - | (350) | (350) |
| Transfers | - | 148 | (148) | - |
| Balance at 30 September 2015 | 9,719 | 192,552 | - | 202,271 |
| Accumulated amortisation and impairment losses | ||||
| Balance at 31 December 2014 | 9,719 | 186,817 | - | 196,536 |
| Amortisation for the period | - | 1,114 | - | 1,114 |
| Balance at 30 September 2015 | 9,719 | 187,931 | - | 197,650 |
| Net value | - | 4,621 | - | 4,621 |
| 2014 | ||||
| Brands, patents and | Intangible assets in | |||
| other rights | Software | progress | Total | |
| Gross assets | ||||
| Balance at 31 December 2013 | 9,719 | 192,404 | - | 202,123 |
| Transfers | - | - | - | - |
| Balance at 30 September 2014 | 9,719 | 192,404 | - | 202,123 |
| Accumulated amortisation and impairment losses | ||||
| Balance at 31 December 2013 | 9,719 | 185,312 | - | 195,031 |
| Amortisation for the period | - | 1,139 | - | 1,139 |
| Balance at 30 September 2014 | 9,719 | 186,451 | - | 196,170 |
| Net value | - | 5,953 | - | 5,953 |
At 30 September 2015 and 2014, the breakdown of financial instruments was as follows:
| 2015 | ||||||
|---|---|---|---|---|---|---|
| Loans and | Financial assets at fair | Other financial | Others not | |||
| receivables | value through profit or loss | assets | Subtotal | covered by IFRS 7 | Total | |
| Non-current assets | ||||||
| Financial assets at fair value through profit or loss (note 7) | - | 151,645 | - | 151,645 | - | 151,645 |
| Other non-current assets (note 8) | 159,944,237 | - | - | 159,944,237 | - | 159,944,237 |
| 159,944,237 | 151,645 | - | 160,095,882 | - | 160,095,882 | |
| Current assets | ||||||
| Financial assets at fair value through profit or loss (note 7) | - | 81,173,373 | - | 81,173,373 | - | 81,173,373 |
| Other trade debtors (note 10) | 1,748,866 | - | - | 1,748,866 | 997,140 | 2,746,006 |
| Other current assets | - | - | 346,767 | 346,767 | 83,422 | 430,189 |
| Cash and cash equivalents (note 11) | 186,189,962 | - | - | 186,189,962 | - | 186,189,962 |
| 187,938,828 | 81,173,373 | 346,767 | 269,458,968 | 1,080,562 | 270,539,530 | |
| 2014 | ||||||
| (restated) | ||||||
| Loans and | Financial assets at fair | Other financial | Others not | |||
| receivables | value through profit or loss | assets | Subtotal | covered by IFRS 7 | Total | |
| Non-current assets | ||||||
| Financial assets at fair value through profit or loss (note 7) | - | 1,142,185 | - | 1,142,185 | - | 1,142,185 |
| Other non-current assets (note 8) | 151,906,237 | - | - | 151,906,237 | - | 151,906,237 |
| 151,906,237 | 1,142,185 | - | 153,048,422 | - | 153,048,422 | |
| Current assets | ||||||
| Financial assets at fair value through profit or loss (note 7) | - | 54,014,592 | - | 54,014,592 | - | 54,014,592 |
| Other trade debtors (note 10) | 2,588,914 | - | - | 2,588,914 | 5,057,474 | 7,646,388 |
| Other current assets | - | - | 295,859 | 295,859 | 112,121 | 407,980 |
| Cash and cash equivalents (note 11) | 187,346,339 | - | - | 187,346,339 | - | 187,346,339 |
| 189,935,253 | 54,014,592 | 295,859 | 244,245,704 | 5,169,595 | 249,415,299 | |
| 2015 | ||||||
| Liabilities recorded | Other financial | Others not covered | ||||
| at amortised cost | liabilities | Subtotal | by IFRS 7 | Total |
| Non-current liabilities | |||||
|---|---|---|---|---|---|
| Other non-current liabilities (note 23) | - | - | - | 258,928 | 258,928 |
| - | - | - | 258,928 | 258,928 | |
| Current liabilities | |||||
| Other creditors (note 16) | - | 81,103 | 81,103 | 31,115 | 112,218 |
| Other current liabilities (note 23) | - | 450,318 | 450,318 | 381,253 | 831,571 |
| - | 531,421 | 531,421 | 412,368 | 943,789 |
| 2014 | |||||
|---|---|---|---|---|---|
| Liabilities recorded at amortised cost |
Other financial liabilities |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non-current liabilities | |||||
| Other non-current liabilities (note 23) | - | - | - | 377,642 | 377,642 |
| - | - | - | 377,642 | 377,642 | |
| Current liabilities | |||||
| Short-term loans and other loans (note 14) | 9,794 | - | 9,794 | - | 9,794 |
| Other creditors (note 16) | - | 1,557,983 | 1,557,983 | 1,035,231 | 2,593,214 |
| Other current liabilities (note 23) | - | 722,653 | 722,653 | 1,129,622 | 1,852,275 |
| 9,794 | 2,280,636 | 2,290,430 | 2,164,853 | 4,455,283 |
, as well as the specialized costs with share plans were considered outside the scope of IFRS 7. Also, the deferred income and deferred costs under the cap , Other non- - were considered as non-financial instrument.
U -Lei 248-A de 2002 e Decreto-Lei nº 151- Sonaecom made, voluntarily, tax payments in the amount of circa Euro 5.4 million, having been eliminated the guarantees and keeping the initiated judicial oppositions associated. The maximum contingency amount was reduced through the elimination of fines and accrued interest to date of payment. As provided in the support diplomas of those programs, Sonaecom keeps the aimed judicial proceedings hoping it will win the mentioned judicial processes under the particular situations, having been recognized as an asset the amount paid under the mentioned plans, according to the adopted policy by Sonaecom. However, CMVM disagrees with the interpretation and has requested to Sonae the retrospective correction of the financial statements of all payments that are not related to the liquidation of the IRC under the argumentation that must be considered as contingent assets. Although rmity (note 1).
The Board of Directors believes that, the fair value of the breakdown of financial instruments recorded at amortised cost or registered at the present value of the payments does not differ significantly from their book value. This decision is based in the contractual terms of each financial instrument.
At 30 September 2015 and 2014, this caption included the following investments in Group companies was as follows:
| Company | 2015 | 2014 |
|---|---|---|
| Sonaetelecom BV | 73,460,618 | 73,460,618 |
| 52,241,587 | 52,241,587 | |
| PCJ - Público, Comunicação e Jornalismo, S.A. ('PCJ') | 11,850,557 | 11,850,557 |
| Sonaecom BV | 10,300,000 | 10,300,000 |
| Público - Comunicação Social, S.A. ('Público') | 10,227,595 | 10,227,595 |
| Sonaecom - Serviços Partilhados, S.A. ('Sonaecom SP') | 50,000 | 50,000 |
| 158,130,357 | 158,130,357 | |
| Impairment losses (note 15) | (106,283,215) | (105,308,216) |
| Total investments in Group companies | 51,847,142 | 52,822,141 |
The movements that occurred in investments in this caption during the years ended at 30 September 2015 and 2014 were as follows:
| Company | Balance at 31 December 2014 |
Additions | Disposals | Transfers and write-offs |
Balance at 30 September 2015 |
|---|---|---|---|---|---|
| Sonaetelecom BV | 73,460,618 | - | - | - | 73,460,618 |
| Sonaecom SI | 52,241,587 | - | - | - | 52,241,587 |
| PCJ | 11,850,557 | - | - | - | 11,850,557 |
| Sonaecom BV | 10,300,000 | - | - | - | 10,300,000 |
| Público | 10,227,595 | - | - | - | 10,227,595 |
| Sonaecom Sp | 50,000 | - | - | - | 50,000 |
| 158,130,357 | - | - | - | 158,130,357 | |
| Impairment losses (note 15) | (105,338,215) | (925,000) | - | (20,000) | (106,283,215) |
| 52,792,142 | (925,000) | - | (20,000) | 51,847,142 |
| Company | Balance at 31 December 2013 |
Additions | Disposals | Transfers and write-offs |
Balance at 30 September 2014 |
|---|---|---|---|---|---|
| Sonaetelecom BV | 75,009,902 | - | (1,549,284) | - | 73,460,618 |
| Sonaecom SI | 52,241,587 | - | - | - | 52,241,587 |
| PCJ | 11,176,547 | 674,010 | - | - | 11,850,557 |
| Sonaecom BV | 25,020,000 | - | (14,720,000) | - | 10,300,000 |
| Miauger | 5,714,245 | 826,880 | - | (6,541,125) | - |
| Público | 10,227,595 | - | - | - | 10,227,595 |
| Sonaecom Sp | 50,000 | - | - | - | 50,000 |
| 179,439,876 | 1,500,890 | (16,269,284) | (6,541,125) | 158,130,357 | |
| Impairment losses (note 15) | (112,859,590) | (17,154) | 2,016,255 | 5,552,273 | (105,308,216) |
| 66,580,286 | 1,483,736 | (14,253,029) | (988,852) | 52,822,141 |
In the period ended at 30 September 2014, the amounts of Euro 826,880 and Euro 674, Miauger and PCJ, respectively, correspond to increases in capital to cover losses.
In the period ended at 30 September 2014, the amounts of Euro 1,549,284 and Euro 14,720,000 decreases in Sonaetelecom BV and Sonaecom BV, correspond to discards from shares. 'Transfers and uses' correspond to derecognition of the investment in Miauger, dissolved on May 2014.
The Company presents separate consolidated financial statements at 30 September 2015, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, which presents total consolidated assets of Euro 1,114,323,655 total consolidated liabilities of Euro 67,574,075 consolidated operational revenues of Euro 100,968,536 funds of Euro 1,046,749,580 including a consolidated net profit (attributable to the Shareholders of the parent company Sonaecom, SGPS, S.A.) for the period ended at 30 September 2015 of Euro 40,291,529.
At 30 September 2015 and 2014, the main financial information regarding the subsidiaries and joint ventures directly owned by the company is as follows (values in accordance with IFRS):
| 2015 | 2014 | ||||||
|---|---|---|---|---|---|---|---|
| Company | Head office | % holding | funds Net profit / (loss) | % holding | funds Net profit / (loss) | ||
| ZOPT (a) (note 6) | Matosinhos | 50% | 1,270,697,939 | 35,919,353 | 50% | 1,266,399,365 | 30,961,573 |
| Sonae com SI | Maia | 100% | 81,116,151 | 311,000 | 100% | 83,779,569 | 5,253,270 |
| PCJ | Maia | 100% | 1,617,231 | 113,223 | 100% | 1,391,030 | 151,585 |
| Sonaecom BV | Amsterdam | 100% | 313,830 | (43,448) | 100% | 365,173 | 123,772 |
| Sonaetelecom BV | Amsterdam | 100% | 10,703 | (35,813) | 100% | 55,426 | (12,720) |
| Sonaecom SP | Maia | 100% | 67,781 | (16,211) | 100% | 30,579 | (52,737) |
| Público | Maia | 100% | (1,954,835) | (2,223,099) | 100% | (2,072,227) | (2,241,462) |
The evaluation of the existence of impairment losses in Goodwill is made by taking into account the cash-generating units, based on e is evidence of impairment and prepared according to cash flow projections for periods of five years. In the area of information systems, the assumptions used are essentially based on the various businesses of the Group and the growth of the several geographic areas where the Group operates. The average growth rate used to the turnover of 5 years was 12.9%. For the Media sector, the average growth rate used was circa of 2%. The discount rates used were based on the estimated weighted average cost of capital, which depends on the business segment of each subsidiary, as indicated in the table below. In perpetuity, the Group considered a growth rate between 1% and 3% in the area of information systems and 0% in Multimedia area. In situations where the measurement of the existence, or not, of impairment is made based on the net selling price, values of similar transactions and other proposals made are used. Regarding the area of telecommunications (Zopt), the assessment of whether or not the impairment is determinate taking into account with several information as business plans approved by the Board of Directors, which implied average growth rate of operating margin amounts to 2.7%, and the average ratings of external reviewers (researches).
| Information Systems | Multimedia | Telecommunications | |
|---|---|---|---|
| Assumptions | |||
| Basis of recoverable amount | Value in use | Value in use | Value in use |
| Discount rate | 10.5% | 9.0% | 8.2% |
| Growth rate in perpetuity | 2.0% | 0.0% | 2.0% |
For the sector of Information Systems, in digital security area (Cybersecurity), a growth rate used was 3%.
At 30 September 2015 and 2014, this caption included the following investments in joint ventures:
| Company | 2015 | 2014 |
|---|---|---|
| ZOPT, SGPS, S.A. ('ZOPT') | 597,666,944 | 597,666,944 |
The movements that occurred in this caption during the years ended at 30 September 2015 and 2014 were as follows:
| Company | Balance at 31 December 2014 |
Additions | Disposals | Transfers | Balance at 30 September 2015 |
|---|---|---|---|---|---|
| ZOPT | 597,666,944 | - | - | - | 597,666,944 |
| Company | Balance at | Additions | Disposals | Transfers | Balance at 30 |
| 31 December 2013 | September 2014 | ||||
| ZOPT | 597,666,944 | - | - | - | 597,666,944 |
Following the announcement made, on 14 December 2012, between Sonaecom, SGPS, S.A., Kento Holding Limited and Jadeium BV (currently named Unitel International Holdings, BV, co recommend to the Boards of Zon Multimédia merger between the two companies, on 11 January 2 transferring 81.807% of its financial participation in Optimus SGPS, S.A. to ZOPT,SGPS, S.A. (vehicle used for this purpose), conditional upon completion of the merger.
Thus, following the above mentioned agreement, on 27 August 2013, and after fulfilling all the remedies required to the operation, the merger was closed. Sonaecom considers this to be the date on which Zopt took control of NOS, after the company changed the name in June 2014 Zopt, as well as shareholder loans to be received from Zopt amounting to Euro 230 million (note 8), which would later be converted on supplementary capital and reduced to Euro 115 million (notes 8 and 18). Additionally, the remaining stake of 18.193% in Optimus SGPS, was converted into a minority stake of 7.28% in NOS (note 7), which was reduced in consequence of the General Public and Voluntary Offer, on 5 February 2014, decreasing the investment in shares NOS in the amount of 26,476,792 shares (EUR 141,650,837) (note 12). Thus, Sonaecom, SGPS, S.A. now holds 11,012,532 shares representing the share capital of NOS, corresponding to a share of 2.14%.
ecom and Kento/Jadeium Group agreed not to acquire any shares of NOS, with the exception of the shares acquired by Sonaecom as a result of the operation. For this reason, the merger, and for a period of three months, the Group Kento / Jadeium may exercise a call option over half of the shares of NOS that Sonaecom holds at the date of the exercise of call option, at a price equal to the weighted average price of the previous month.
After the share capital increase of Zopt and the closing of the merger between Optimus SGPS and Zon, Sonaecom derecognised an investment in Optimus SGPS amounting to Euro 1,006 million and the supplementary capital amounting to Euro 144.6 million.
Sonaecom has also recognized an investment in Zopt amounting to Euro 598 million1 , loans to be received from Zopt amounting Euro 230 million and an investment registered at fair value through NOS shares (the conversion of 20,921,650 Optimus SGPS shares, representing 18.193% of the share capital, to 37,489,324 NOS shares, representing 7.28% of the share capital), at the market price of 27 August 2013 (date of the closing of the merger), amounting to Euro 156 million (note 7).
In August 2013, Sonaecom Group began to hold NOS shares recorded at fair value through profit or loss, as a result of the merger between Optimus SGPS and Zon (note 6), since it is the initial classification of an asset held for a sale purpose in a short-time. In ntrol situation with NOS.
The movements occurred in this caption during the period ended at 30 September 2015 and 2014 were as follows:
| 2015 | ||||||
|---|---|---|---|---|---|---|
| Financial assets at fair value through profit or loss | Opening balance | Increases | Decreases | Fair value adjustments (note 18) |
Increase and decrease in fair value of shares intended to cover MTIP |
Closing balance |
| NOS | 57,661,618 | - | - | 23,511,755 | - | 81,173,373 |
| Sonae SGPS | 2,303,954 | - | (2,736,248) | 216,842 | 367,097 | 151,645 |
| 59,965,572 | - | (2,736,248) | 23,728,597 | 367,097 | 81,325,018 | |
| Recorded under the caption non current assets | 151,645 | |||||
| Recorded under the caption current assets | 81,173,373 | |||||
| 2014 | ||||||
| Financial assets at fair value through profit or loss | Opening balance | Increases | Decreases | Fair value adjustments (note 18) |
Increase and decrease in fair value of shares intended to cover MTIP |
Closing balance |
| NOS | 202,442,350 | - | (141,650,837) | (8,217,685) | - | 52,573,828 |
| Sonae SGPS | - | 5,522,188 | (2,804,200) | (29,241) | (105,798) | 2,582,949 |
| 202,442,350 | 5,522,188 | (144,455,037) | (8,246,926) | (105,798) | 55,156,777 | |
| Recorded under the caption non current assets | 1,142,185 | |||||
| Recorded under the caption current assets | 54,014,592 | |||||
The fair value adjustments ofit and Loss Statement (note 18). With the exception of the increases and decreases in the fair value of shares allocated to cover the medium-term incentive plans whose value is recorded under "Other operating expenses" and "Other financial expenses" in the income statement.
The decreases at 30 September 2015, in the investment in Sonae SGPS shares, correspond essentially to the payment of the medium-term incentive plan, which expired in the period ended at 30 September 2015.
1 The Zopt participation of 598 million euros (598 = ((2.850 X 50,01% )-230)X 50%) results from the valuation of NOS, amounting to 2,850 million euros. This corresponds to the sum of the valuation of the capital increase in Zopt by Zon and Optimus in 1,500 million euros and 1,000 million euros, respectively (the valuation was made by the entities involved in the capital increase and the merger project) and the minimum synergies estimated, disclosed in the merger project in the amount of 350 million euros, deducted from loans totaling 230 million euros (level 3 of inputs in the hierarchy of fair value). It was decided that Zon market price at the date of t NOS (the argument for not using the Zon share price at the date of the close of the merger, as abovementioned, is proven by the positive evolution of NOS share price since the date of the merger until the date of this document (2,782 million euros versus 2,141, price at 27 August 2013, merger date). For this reason, the market capitalization of Zon was not considered as a reference for valuing the Zopt investment. The valuation of Zon and Optimus was based on this purpose, was used a weighted average cost of capital of 9.5% and growth rate of 3%.
The decreases in 30 September 2014 in the NOS investment corresponds to the counterpart in NOS shares provided for the terms of trade of the General Public and Voluntary Offer for acquisition of own shares. As a result of this offering Sonaecom reduced its investment in NOS shares in 26,476,792 shares (EUR 141,650,837) (note 12) and now holds 11,012,532 shares representing the share capital of NOS, corresponding to a share of 2.14%
The evaluation of fair value of the investment is detail as follows:
| 2015 | NOS | Sonae SGPS | |
|---|---|---|---|
| Shares | 11,012,532 | 137,859 | |
| Level of inputs in the hierarchy of fair value | Level 1 | ||
| Valuation method | Quoted price on the stock exchange | ||
| Quoted price* | 7.371 | 1.100 | |
| Fair value | 81,173,373 | 151,645 |
* Used the share price of 30 September 2015 in the determination of the fair value.
| 2014 | NOS | Sonae SGPS | |
|---|---|---|---|
| Shares | 11,012,532 | 2,249,955 | |
| Level of inputs in the hierarchy of fair value | Level 1 | ||
| Valuation method | Quoted price on the stock exchange | ||
| Quoted price* | 4.774 | 1.148 | |
| Fair value | 52,573,828 | 2,582,948 | |
* Used the share price of 30 September 2014 in the determination of the fair value.
At 30 September 2015 and 2014, this caption was made up as follows:
| 2015 | 2014 | |
|---|---|---|
| Financial assets | ||
| Medium and long-term loans granted to group companies and joint-ventures: | ||
| Sonae com SI | 11.485.000 | 3.065.000 |
| PCJ | 4.135.000 | 4.305.000 |
| Público | 2.415.000 | 1.780.000 |
| Sonaecom SP | 420.000 | - |
| 18.455.000 | 9.150.000 | |
| Supplementary capital: | ||
| Zopt | 115.000.000 | 115.000.000 |
| Sonae com SI | 29.519.792 | 32.476.792 |
| Público | 5.362.405 | 2.182.405 |
| PCJ | 1.189.445 | 1.189.445 |
| 151.071.642 | 150.848.642 | |
| 169.526.642 | 159.998.642 | |
| Accumulated impairment losses (note 15) | (9.582.405) | (8.092.405) |
| 159.944.237 | 151.906.237 | |
During the periods ended at 30 September 2015 and 2014, the movements that occurred - to Group companies and joint ventures were as follows:
| 2015 | ||||
|---|---|---|---|---|
| Company | Opening balance | Increases | Decreases | Closing balance |
| Sonae com SI | 12,220,000 | - | (735,000) | 11,485,000 |
| PCJ | 4,345,000 | 4,005,000 | (4,215,000) | 4,135,000 |
| Público | 2,435,000 | - | (20,000) | 2,415,000 |
| Sonaecom SP | 420,000 | - | - | 420,000 |
| 19,420,000 | 4,005,000 | (4,970,000) | 18,455,000 |
| 2014 | ||||
|---|---|---|---|---|
| Company | Opening balance | Increases | Decreases | Closing balance |
| Sonae com SI | 15,655,000 | - | (12,590,000) | 3,065,000 |
| PCJ | 4,610,000 | - | (305,000) | 4,305,000 |
| Público | 1,780,000 | - | - | 1,780,000 |
| 22,045,000 | - | (12,895,000) | 9,150,000 |
During the periods ended at 30 September 2015 and 2014 llows:
| 2015 | |||
|---|---|---|---|
| Company | Opening balance | Decreases | Closing balance |
| ZOPT | 115,000,000 | - | 115,000,000 |
| Sonae com SI | 32,476,792 | (2,957,000) | 29,519,792 |
| Público | 5,362,405 | - | 5,362,405 |
| PCJ | 1,189,445 | - | 1,189,445 |
| 154,028,642 | (2,957,000) | 151,071,642 |
| 2014 | |||
|---|---|---|---|
| Company | Opening balance | Decreases | Closing balance |
| ZOPT | 115,000,000 | - | 115,000,000 |
| Sonae com SI | 39,951,792 | (7,475,000) | 32,476,792 |
| Público | 2,182,405 | - | 2,182,405 |
| PCJ | 1,863,455 | (674,010) | 1,189,445 |
| Miauger | 988,853 | (988,853) | - |
| 159,986,505 | (9,137,863) | 150,848,642 |
During the period ended at 30 September 2015 and 2014, the loans granted to Group companies and joint ventures earned interest at market rates with an average interest rate of 5.46% and 5.69%, respectively. Supplementary capital is non-interest bearing.
Loans granted to Group companies and Supplementary capital, do not have a defined maturity, therefore no information about the aging of these loans is presented.
The evaluation of the existence of impairment losses for the loans made to Group companies was based on the most up-to-date The discount rates used and the perpetuity growth considered are presented in the note 5.
At 30 September 2015 and 2014 the value of deferred tax assets not recorded where it is not expected that sufficient taxable profits will be generated in the future to cover those losses, have the following detail:
| 2015 | 2014 | |
|---|---|---|
| Tax losses | 438,368 | 836,927 |
| Temporary differences (Provisions not acceptable for tax purposes, impairment losses and other temporary differences) |
26,347,978 | 28,402,664 |
| CFEI | 151 | - |
| Total | 26,786,497 | 29,239,591 |
At 30 September 2015 and 2014, the deferred tax assets relating to unregistered tax losses have the following origin dates:
| Year of origin | 2015 | 2014 |
|---|---|---|
| 2014 | 438,368 | 836,927 |
| 438,368 | 836,927 |
For the period ended at 30 September 2015 the tax rate used to calculate the deferred tax assets/liabilities was of 21% relating to tax losses carried forward, and of 22.5% for remaining deferred tax assets and liabilities, as a consequence of the IRC rate change from 23% to 21% from 2015 onwards. For the period ended at 30 September 2014, the rate used to calculate the deferred tax assets/liabilities was of 23% relating to tax losses carried forward, and of 24.5% for remaining deferred tax assets and liabilities. Tax benefits, related to deductions from taxable income, are considered at 100%, and in some cases, their full acceptance is dependent on the approval of the authorities that concede such tax benefits.
emporary differences during the estimated period when the referred rate will be applicable.
The reconciliation between the earnings before tax and the tax recorded for the periods ended at 30 September 2015 and 2014 is as follows:
| 2015 | 2014 | |
|---|---|---|
| Earnings before tax | 39,115,611 | 118,945 |
| Income tax rate (21% in 2015 and 23% in 2014) | (8,214,278) | (27,357) |
| Autonomous taxation, surcharge and correction of the tax of the previous year | (5,409) | (8,229) |
| Temporary differences from the exercise without record deferred tax assets | (402,549) | 1,055,840 |
| Adjustments of results not tax deductible | 8,571,035 | 61,092 |
| Deferred taxes assets not record | - | (836,927) |
| Use of losses carried forward, which deferred taxes were not recorded | 32,055 | - |
| Income taxation recorded in the year (note 19) | (19,146) | 244,419 |
The tax rate used to reconcile the tax expense and the accounting profit was 21% in the year of 2015 and 23% in 2014 because it are the standards rates of the corporate income tax in Portugal in 2015 and 2014.
The adjustments to the taxable income in 2015 and 2014 relates, mainly, to losses and gains in financial investments and dividends received (note 18), which do not contribute to the calculation of the taxable profit for the year.
Portuguese Tax Authorities can review the income tax returns of the Company for a period of four years (five years for Social Security), except when tax losses have been generated, tax benefits have been granted or when any review, claim or impugnation is in progress, in which circumstances, the periods are extended or suspended. Consequently, tax returns of each year, since the year 2012 (inclusive) are still subject to such review. The Board of Directors believes that any correction that may arise as a result of such review would not produce a significant impact in the accompanying financial statements.
eves that there are no liabilities not provisioned in the financial statements, associated to probable tax contingencies that should have been recorded or disclosed in the accompanying financial statements, at 30 September 2015.
At 30 September 2015 and 2014, this caption was made up as follows:
| 2015 | 2014 (restated) |
|
|---|---|---|
| State and other public entities | 997,140 | 5,057,474 |
| Trade debtors | 1,748,866 | 2,588,914 |
| 2,746,006 | 7,646,388 |
At 30 September 2015 and 2014 Tarde , interest on treasury applications and services rendered (notes 18 and 20).
30 September 2015 and 2014, includes the special advanced payment, retentions and taxes to be recovered.
At 30 September 2015 and 2014, the breakdown of cash and cash equivalents was as follows:
| 2015 | 2014 | |
|---|---|---|
| Cash | 499 | 652 |
| Bank deposits repayable on demand | 67,454,463 | 14,640,687 |
| Treasury applications | 118,735,000 | 172,705,000 |
| 186,189,962 | 187,346,339 |
At 30 September 2015 and 2014
| 2015 | 2014 | |
|---|---|---|
| Bank applications | 109,400,000 | 160,930,000 |
| Sonaecom SI | 5,665,000 | 7,275,000 |
| Público | 2,830,000 | 4,130,000 |
| Sonaecom SP | 715,000 | 345,000 |
| Sonaecom BV | - | 20,000 |
| PCJ | 125,000 | 5,000 |
| 118,735,000 | 172,705,000 |
During the period ended at 30 September 2015, the above mentioned treasury applications bear interests at an average rate of 0.61% (1.294% in 2014).
At 30 September 2015 and 2014, the share capital of Sonaecom was comprised by 311,340,037 ordinary shares registered of Euro 0.74 each. At those dates, the Shareholder structure was as follows:
| 2015 | 2014 | |||
|---|---|---|---|---|
| Number of | ||||
| shares | % | Number of shares | % | |
| Sontel BV | 194,063,119 | 62.33% | 194,063,119 | 62.33% |
| Sonae SGPS | 81,022,964 | 26.02% | 81,022,964 | 26.02% |
| Shares traded on the Portuguese Stock Exchange ('Free Float') | 30,682,940 | 9.86% | 30,682,940 | 9.86% |
| Own shares (note 13) | 5,571,014 | 1.79% | 5,571,014 | 1.79% |
| 311,340,037 | 100.00% | 311,340,037 | 100.00% |
On 5 February 2014, Sonaecom made public the decision to launch a general and voluntary tender offer for the acquisition of shares representing the share capital of Sonaecom.
The offer was general and voluntary, with the offered oblied to acquire all the shares that were object of the offer and were, until the end of the respective period, subject to valid acceptance by the recipients.
The period of the offer, during which sales orders were received, ran for two weeks, beginning on 6 February and ending on 19 February 2014.
On 20 February 2014, the results of the offer were released. The level of acceptance reached 62%, corresponding to 54,906,831 Sonaecom shares. During the year 2014 Sonaecom reduced its capital by Euro 136 million as a result of the extinction of the own shares acquired (54,906,831 shares) and reduction of the nominal value of the remaining shares of capital stock of the Sonaecom Euro 1 to Euro 0.74 per share. Following this result, the Euronext announced the exclusion of Sonaecom PSI-20 from 24 February 2014.
As a return for the own shares acquired in this General Public Offer and Voluntary process Sonaecom delivered 26,476,792 shares representing the share capital of NOS which were recorded in the balance sheet by EUR 141,650,837 (note 7) and the amount of Euro 19,632 in cash, so as a result of this General Public and Voluntary Offer, assets and equity Sonaecom decreased by EUR 141,670,470.
All shares that comprise the share capital of Sonaecom, are authorised, subscribed and paid. All shares have the same rights and each share corresponds to one vote.
During the period ended at 30 September 2015, Sonaecom did not acquire, sold or delivered own shares, whereby the amount held to date, is of 5,571,014 own shares representing 1.79% of its share capital, at an average price of Euro 1.515.
At 30 September 2015 and 2014, the short-term loans and other loans had the following breakdown:
| Amount outstanding | ||
|---|---|---|
| Issue denomination | 2015 | 2014 |
| Treasury applications | - | 9,716 |
| Interests incurred but not yet due | - | 7 8 |
| - | 9,794 |
Sonaecom has also short term bank credit lines, in the form of current or overdraft account commitments, in the amount of Euro 1 million. These credit lines have maturities up to one year, automatically renewable, except in case of termination by either party, with some periods of notice.
All these loans and bank credit lines bear interest at market rates, indexed to the EURIBOR for the respective term, and were all contracted in euro.
During the periods ended at 30 September 2015 and 2014 follows:
| 2015 | 2014 | |
|---|---|---|
| Sonaetelecom BV | - | 9,716 |
| - | 9,716 |
The treasury applications received from Group companies are payable in less than one year and earn interests at market rates. During the period ended at 30 September 2014, the treasury applications earned an average interest rate of 2.77%. During the period ended at 30 September 2015 Sonaecom was not treasury applications from Group companies.
At 30 September 2015 and 2014, the available credit lines of the Company are as follows:
| Maturity | |||||
|---|---|---|---|---|---|
| Credit | Limit | Amount outstanding |
Amount available | Until 12 months | More than 12 months |
| 2015 | |||||
| Authorised overdrafts | 1,000,000 | - | 1,000,000 | x | |
| 1,000,000 | - | 1,000,000 | |||
| 2014 | |||||
| Authorised overdrafts | 1,000,000 | - | 1,000,000 | x | |
| 1,000,000 | - | 1,000,000 |
At 30 September 2015 and 2014, there are no financial instruments of interest rate hedging.
The movements in provisions and in accumulated impairment losses in the periods ended at 30 September 2015 and 2014 were as follows:
| Opening balance |
Increases | Reductions | Transfers and utilizations |
Closing balance | |
|---|---|---|---|---|---|
| 2015 | |||||
| Accumulated impairment losses on investments in Group companies (notes 5 and 18) |
105,338,215 | 925,000 | - | 20,000 | 106,283,215 |
| Accumulated impairment losses on other non-current assets (notes 8 and 18) |
7,797,405 | 1,805,000 | - | (20,000) | 9,582,405 |
| Provisions for other liabilities and charges | 304,811 | 46,490 | - | - | 351,301 |
| 113,440,431 | 2,776,490 | - | - | 116,216,921 | |
| 2014 | |||||
| Accumulated impairment losses on investments in Group companies (notes 5 and 18) |
112,859,590 | 17,154 | (2,016,255) | (5,552,273) | 105,308,216 |
| Accumulated impairment losses on other non-current assets (notes 8 and 18) |
6,296,259 | 2,785,000 | - | (988,854) | 8,092,405 |
| Provisions for other liabilities and charges | 332,469 | 42 | (12,167) | 13,406 | 333,750 |
| 119,488,318 | 2,802,196 | (2,028,422) | (6,527,721) | 113,734,371 |
ofit and loss statement with the exception of the impairment losses in investments in Group companies and other non-current assets, which, ses on 18).
At 30 September 2015, the increas , mainly, amounts to cover various contingencies related to probable liabilities arising from several transactions and which cash outflow is possible.
At 30 September 2014 the amount of Euro 42 recorded in the income statement in 'Other financial expenses', and related to the update of the provision for decommissioning as required in IAS 16 ' (note 1.a).
At 30 September 2015 and 2014, this caption was made up as follows:
| 2015 | 2014 | |
|---|---|---|
| Other creditors | 81,103 | 1,557,983 |
| State and other public entities | 31,115 | 1,035,231 |
| 112,218 | 2,593,214 |
At 30 September 2015 and 2014, this caption was made up as follows:
| 2015 | 2014 | |
|---|---|---|
| Specialised work | 407,164 | 493,646 |
| Travel and accommodation | 38,445 | 58,368 |
| Insurance | 37,777 | 37,136 |
| Communications | 14,632 | 29,757 |
| Rents | 6,279 | 21,126 |
| Other external supplies and services | 52,053 | 42,674 |
| 556,350 | 682,707 |
Net financial results for the periods ended 30 September 2015 and 2014 are made up as follows ((costs)/gains):
| 2015 | 2014 | |
|---|---|---|
| Gains and losses on investments in Group companies | ||
| Losses related to Group companies (notes 5, 8 and 15) | (2,730,000) | (2,802,154) |
| Gains related to Group companies | - | 2,319,904 |
| Dividends obtained | 15,815,500 | 7,250,000 |
| 13,085,500 | 6,767,750 | |
| Gains and losses on financial assets at fair value through profit or loss | ||
| Gains and losses on financial assets at fair value through profit or loss (note 7) | 23,728,597 | (8,246,926) |
| Dividends obtained | 1,541,720 | 1,321,504 |
| 25,270,317 | (6,925,422) | |
| Other financial expenses | ||
| Interest expenses: | ||
| Bank loans | - | (487,345) |
| Other loans | (4,701) | (241,520) |
| (4,701) | (728,865) | |
| Other financial expenses | (91,782) | (260,019) |
| (96,483) | (988,884) | |
| Other financial income | ||
| Interest income | 1,615,649 | 2,584,876 |
| Foreign currency exchange gains | 566 | 700 |
| Other financial income | 343,358 | 156,097 |
| 1,959,573 | 2,741,673 | |
At 30 September 2015, losses on the Group companies include the reinforcement of impairment losses on other non-current assets (notes 8 and 15), in the amount of Euro 1,805,000 and the reinforcement of impairment losses on investments in companies group in the amount of Euro 925,000 (notes 5 and 15).
At 30 September 2014, losses on the Group companies include the reinforcement of impairment losses on other non-current assets (notes 8 and 15), in the amount of Euro 2,785,000 and the reinforcement of impairment losses on investments in companies group in the amount of Euro 17,154 (notes 5 and 15).
At 30 September 2014, gains related to Group companies include the reversal of impairment losses on investments in group companies in the amount of Euro 2,016,255 (note 15) and the gain resulting from the liquidation of the subsidiary Miauger, in the amount of Euro 303,649.
At 30 September 2014, gains related to dividends received from investments in Group companies and in joint ventures are associated with dividends received from Zopt SGPS, S.A.. Gains related to dividends received from investments at fair value through profit or loss are associated with dividends received from NOS SGPS, S.A..
Income taxes recognized during the periods ended at 30 September 2015 and 2014 were made up as follows ((costs) / gains):
| 2015 | 2014 | |
|---|---|---|
| Current tax (note 9) | (19,146) | 244,419 |
| Closing balance | (19,146) | 244,419 |
The most significant balances and transactions with related parties (which are detailed in the appendix) at 30 September 2015 and 2014 were as follows:
| Balances at 30 | |||||
|---|---|---|---|---|---|
| September 2015 | |||||
| Loans granted / | |||||
| Accounts receivable | Accounts payable | Treasury applications | Other assets / | (obtained) | |
| (note 10) | (note 16) | (note 11) | (liabilities) | (note 8 and 14) | |
| Parent Company | |||||
| Sonae SGPS | (942) | 100,348 | - | (47,190) | - |
| Subsidiaries | |||||
| PCJ | 150,263 | - | 125,000 | 19,800 | 4,135,000 |
| Público | 34,198 | 950,244 | 2,830,000 | 23,937 | 2,415,000 |
| Sonae com SI | 83,457 | - | 5,665,000 | 98,545 | 11,485,000 |
| Sonaecom BV | 551 | - | - | 256 | - |
| Sonaecom SP | 19,186 | 83,630 | 715,000 | (69,529) | 420,000 |
| Others related parties | |||||
| Digitmarket | 64,987 | 2,851 | - | (10,275) | - |
| Saphety | 118,544 | 5,439 | - | (248,750) | - |
| Sonaecenter II | 19,516 | (3,001) | - | - | - |
| Wedo | 2,218,439 | (134,241) | - | - | - |
| ZOPT | 13,869 | - | - | - | - |
| Others | 2,837 | (42,811) | - | 68,790 | - |
| 2,724,905 | 962,459 | 9,335,000 | (164,416) | 18,455,000 |
| Balances at 30 September 2014 |
|||||
|---|---|---|---|---|---|
| Accounts receivable (note 10) |
Accounts payable (note 16) |
Treasury applications (note 11) |
Other assets / (liabilities) |
Loans granted / (obtained) (note 8 and 14) |
|
| Parent Company Sonae SGPS |
- | 872 | - | (23,021) | - |
| Subsidiaries PCJ Público |
129,670 78,321 |
(100,277) 1,144,007 |
5,000 4,130,000 |
20,863 (7,193) |
4,305,000 1,780,000 |
| Sonae com SI Sonaecom BV |
780,319 150 |
(6,311) 357,408 |
7,275,000 20,000 |
93,255 286 |
3,065,000 - |
| Sonae Telecom BV Sonaecom SP |
- 946 |
16,665 24,157 |
- 345,000 |
- (3,684) |
(9,793) (1) |
| Others related parties Digitmarket |
6,822 | 1,505 | - | (21,272) | - |
| Itrust Mainroad |
- - |
- 112,892 |
- - |
(33,243) - |
- - |
| Saphety Sonaecenter II Wedo |
17,239 - 1,713,539 |
5,646 76,690 (189,894) |
- - - |
(71,178) (79,740) - |
- - - |
| Others | 2,727,006 | 57,923 1,501,283 |
- 11,775,000 |
23,298 (101,629) |
- 9,140,206 |
| Transactions at 30 September 2015 |
||||
|---|---|---|---|---|
| Supplies and services | Interest and similar | |||
| Sales and services | received | income / (expense) | ||
| rendered | (note 17) | (note 18) | Supplementary income | |
| Parent Company | ||||
| Sonae SGPS | - | - | 494,566 | 56,881 |
| Subsidiaries | ||||
| PCJ | - | - | 176,228 | - |
| Público | - | (120) | 147,277 | 2,383 |
| Sonae com SI | - | 41,603 | 610,265 | - |
| Sonaecom BV | - | - | 807 | - |
| Sonaetelecom BV | - | - | (11) | - |
| Sonaecom SP | - | 226,390 | 33,554 | - |
| Wedo | 149,298 | (800) | - | - |
| Others related parties | ||||
| Digitmarket | 46,240 | - | - | - |
| Saphety | 46,240 | 1,542 | - | - |
| Sonaecenter II | 15,867 | 42,558 | - | - |
| Raso - Viagens e turismo | - | 29,690 | - | - |
| NOS Comunicações | - | 12,047 | (26,726) | 73,577 |
| Others | - | 45,080 | - | - |
| 257,645 | 397,990 | 1,435,960 | 132,841 |
| Transactions at 30 September 2014 |
||||
|---|---|---|---|---|
| Sales and services rendered |
Supplies and services received (note 17) |
Interest and similar income / (expense) (note 18) |
Supplementary income | |
| Parent Company | ||||
| Sonae SGPS | - | (771) | 1,322,406 | - |
| Subsidiaries | ||||
| Miauger | - | - | (1,573) | - |
| PCJ | - | - | 193,481 | - |
| Público | 22,645 | 294 | 191,262 | - |
| Sonae com SI | - | (32,071) | 621,494 | - |
| Sonaecom BV | - | - | (154,492) | - |
| Sonaetelecom BV | - | - | (16,742) | - |
| Sonaecom SP | - | 213,924 | 7,071 | - |
| Wedo | 128,908 | 132 | 24,646 | - |
| Others related parties | ||||
| Digitmarket | 35,736 | 1,322 | (18,361) | - |
| Mainroad | 35,736 | (473) | 6,137 | - |
| Saphety | 35,736 | 2,050 | 6,482 | - |
| Sonaecenter II | - | 51,433 | - | - |
| Raso - Viagens e turismo | - | 46,151 | - | - |
| Others | - | 10,774 | - | - |
| 258,761 | 292,765 | 2,181,811 | - |
During the period ended at 30 September 2015, Sonaecom distributed dividends, in the amount of Euro 3,646,033, to its parent company.
During 2012, the Group signed an agreement with Sonae SGPS, under which Sonae compromise to transfer to employees and board members of Sonaecom, Sonaecom shares, at the price of 1.184 euros, until 2016, as requested by Sonaecom and under the MTIP of Sonaecom. Under this contract, Sonaecom paid to Sonae SGPS, SA the amount of Euro 3,291,520.
During the year ended at 31 December 2013, Sonaecom partially anticipated the maturity of the contract, receiving the amount of Euro 4,444,207. At 11 July 2014 the company terminated this contract so, Sonae SGPS, SA will repay the remaining amount in debt.
All the above transactions were made at market prices.
Accounts receivable and payable to related companies will be settled in cash and are not covered by guarantees.
Guarantees provided to third parties at 30 September 2015 and 2014 were as follows:
| Beneficiary | Description | 2015 | 2014 |
|---|---|---|---|
| Direção de Contribuições e Impostos (Portuguese tax authorities) | VAT reimbursements | 1,435,379 | 1,435,379 |
| Direção de Contribuições e Impostos (Portuguese tax authorities) | Additional tax assessments (VAT, Stamp and Income tax) | 222,622 | 222,622 |
| 1,658,001 | 1,658,001 |
In addition to these guarantees were set up sureties for the current fiscal processes. The Sonae SGPS consisted of Sonaecom SGPS surety to the amount of Euro 23,319,289 and Sonaecom SGPS of Público surety for the amount of Euro 565,026.
At 30 September 2015, the Board of Directors of the Company believes that the decision of the court proceedings and ongoing tax assessments in progress will not have significant impacts on the financial statements.
Earnings per share, basic and diluted, are calculated by dividing the net income of the year (Euro 39,095,465 in 2015 and Euro 363,364 in 2014) by the average number of shares outstanding during the periods ended at 30 September 2015 and 2014, net of own shares (305,769,023 in 2015 and 317,970,541 in 2014).
In June 2000, the Company created a discretionary Medium Term Incentive Plan for more senior employees, based on Sonaecom options and shares and Sonae-SGPS, S.A. shares. The vesting occurs three years after the award of each plan, assuming that the employees are still employed in the Company.
At 10 March 2014, Sonaecom shares plans were converted in full for shares Sonae SGPS. This conversion was based on the terms set out in exchange takeover bid at 20 February 2014, referred to in note 12 to determine the fair value of Sonaecom plans, and based on the price of shares Sonae SGPS.
Therefore, the conversion of the plans was based Sonaecom / Sonae SGPS implied ratio under fixed the takeover bid (1 Sonaecom Action - Sonae SGPS shares approximately 2.05).
After conversion at 10 March 2014, the converted plans can be detailed as follows:
| Vesting period | 10 March 2014 | ||||
|---|---|---|---|---|---|
| Share price at 20 Februaru 2014* |
Award date | Vesting date | Aggregate number of participations |
Number of shares |
|
| Sonae SGPS shares (Arising from the conversion of | |||||
| Sonaecom plans) | |||||
| 2010 Plan | 1,258 | 10/mar/11 | 10/mar/14 | 2 | 422.647 |
| 2011 Plan | 1,258 | 09/mar/12 | 10/mar/15 | 2 | 454.317 |
| 2012 Plan | 1,258 | 8/mar/13 | 10/mar/16 | 2 | 266.008 |
*Quotation of the day of publication of the results of the Tender Offer
By the Board Nomination and Remuneration decision, the delivery of the 2010 Plan was persecute in May 2014 and the 2011 Plan will be delivery in May 2015.
Therefore, the outstanding plans at 30 September 2015 are as follows:
| Vesting period | 30 September 2015 | ||||
|---|---|---|---|---|---|
| Share price at 30 September 2015/ Award date |
Award date | Vesting date | Aggregate number of participations |
Number of shares |
|
| Sonae SGPS shares (Arising from the conversion of Sonaecom plans) 2012 Plan |
1.100 | 08/mar/13 | 10/mar/16 | 2 | 281,661 |
| Sonae SGPS shares | |||||
| 2012 Plan | 0.701 | 08/mar/13 | 10/mar/16 | 2 | 173,615 |
| 2013 Plan | 1.100 | 10/mar/14 | 10/mar/17 | 2 | 293,169 |
| 2014 Plan | 1.100 | 10/abr/15 | 10/abr/18 | 2 | 161,503 |
During the period ended at 30 September 2015, the movements that occurred in the plans can be summarized as follows:
| Sonae SGPS shares | ||
|---|---|---|
| Aggregate number of participations | Number of shares | |
| Outstanding at 31 December 2014: | ||
| Unvested | 10 | 1,624,176 |
| Total | 10 | 1,624,176 |
| Movements in year: | ||
| Awarded | 2 | 156,885 |
| Vested | (4) | (946,612) |
| Cancelled / lapsed / corrected* | - | 75,499 |
| Outstanding at 30 September 2015: | ||
| Unvested | 8 | 909,948 |
| Total | 8 | 909,948 |
* The adjustments are made for dividends paid and for share capital changes and others adjustments, namely, resulting from a change in the vesting of the MTIP, which may now be made through the purchase of shares with a discount.
-current liabilities'. For originally plans of Sonae SGPS shares, the Group entered into hedging contract with external entities, and the responsibilities are calculated based on the prices agreed on those contracts.
| Sonae SGPS shares | ||
|---|---|---|
| 2012 Plan | ||
| Notional value | 268,451 | |
| Maturity | Mar-16 | |
| Level of inputs in the hierarchy of fair value | Level 2 | |
| Valuation method | Current replacement cost | |
| Fair value* | 175,983 |
* Used the share price of 30 September 2015 in the determination of the fair value.
Share plan costs are recognised in the accounts over the period between the award and the vesting date of those plans. The costs recognised in previous years and in the period ended at 30 September 2015, were as follows:
| Sonaecom shares |
Sonae SGPS shares |
Zon Optimus SGPS shares |
Total | |
|---|---|---|---|---|
| Costs recognised in previous years | 2,962,978 | 3,531,043 | 409,556 | 6,903,577 |
| Costs recognised in the period | - | 613,302 | - | 613,302 |
| Impact of conversion of Sonaecom Plans | (531,505) | 1,666,165 | - | 1,134,660 |
| Costs of plans vested in previous years | (2,431,473) | (4,329,624) | - | (6,761,097) |
| Costs of plans vested in the period | - | (1,035,235) | (452,604) | (1,487,839) |
| - | 445,651 | (43,048) | 402,603 | |
| Responsability of plans | - | 269,668 | (43,048) | 226,620 |
| Fair value of hedging contracts (1) | - | 175,983 | - | 175,983 |
| Recorded in cash and cash equivalents (2) | - | (194,530) | (43,048) | (237,578) |
| Recorded in other current liabilities | - | 381,253 | - | 381,253 |
| Recorded in other non current liabilities | - | 258,928 | - | 258,928 |
| Recorded in reserves | - | - | - | - |
(1)Sonaecom has signed hedging contracts to cover its responsibilities related with the medium and longcontracts, the responsibility for each company of the group. The fair value of the hedging contracts, considered in the table above, corresponds to the amount that covers Sonaecom e
(2)Sonaecom partially anticipated the maturity of the hedging contract with Sonae SGPS, receiving an amount equivalent to the present market value of Sonaecom shares.
At 10 March 2014, Sonaecom shares plans were fully converted into shares Sonae SGPS. This conversion was based on the terms of trade set out in the Tender Offer at 20 February 2014, referred to in note 12, to determine the fair value of the plans and, based on the share prices Sonae SGPS. Therefore, it was determined the number of shares to be delivered to Sonae SGPS employees. The liability relating to the period of each plan on the date of conversion (EUR 1,582,389) was recognized under 'Other current liabilities' and' Other non-current liabilities' by hand 'equity in accordance with the provisions of IFRS 2.
In 27 August 2013, part of the Sonaecom and Sonae SGPS plans outstanding were converted to NOS plans. The conversion of the Sonaecom plans was made according to the merger ratio, but the conversion of Sonae SGPS plans was made according to the fair value of the shares. This decision was duly approved by the Board Nominations and Remunerations Committee. The cost NOS plans were recognized until 30 September 2013, date on which NOS started to take responsibility for them. The responsibility of these plans was calculated based on share price of 30 September non-
These financial statements were approved by the Board of Directors on 02 November 2015.
These financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IAS / IFRS) as adopted by the European Union and the format and disclosures required by those Standards, some of which may not conform to or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
At 30 September 2015, the related parties of Sonaecom, SGPS, S.A. are as follows:
| Key management personnel - Sonaecom | ||
|---|---|---|
| Ângelo Gabriel Ribeirinho dos Santos Paupério | Maria Cláudia Teixeira de Azevedo | |
| António Bernardo Aranha da Gama Lobo Xavier |
| Key management personnel - Sonae SGPS | |||
|---|---|---|---|
| Álvaro Carmona e Costa Portela | Christine Cross | ||
| Álvaro Cuervo Garcia | Duarte Paulo Teixeira de Azevedo | ||
| Belmiro de Azevedo | José Manuel Neves Adelino | ||
| Bernd Hubert Joachim Bothe | Michel Marie Bon |
| Sonaecom Group Companies | |
|---|---|
| Cape Technologies Limited | Servicios de Int.Estratégica Global,S.L. |
| Digitmarket-Sistemas de Informação,SA | Sonaecom - Serviços Partilhados, S.A |
| Lookwise, S.L. | Sonaecom BV |
| PCJ-Público, Comunicação e Jornalismo,SA | Sonaecom, SGPS, SA |
| Praesidium Services Limited | Sonaecom-Cyber Security and Int.,SGPS,SA |
| Público - Comunicação Social, SA | Sonaecom-Sistemas de Informação,SGPS,SA |
| S21 Sec Barcelona, S.L. | Sonaecom-Sistemas Información España SL |
| S21 Sec Brasil, Ltda | Sonaetelecom BV |
| S21 Sec Ciber Seguridad, S.A. de CV | Tecnológica Telecomunicações, Ltda |
| S21 Sec Fraud Risk Management, S.L. | We Do Consulting-Sist. de Informação, SA |
| S21 SEC Gestion, S.A. | We Do Poland Sp.Z.o.o. |
| S21 Sec Inc. | We Do Technologies (UK) Limited |
| S21 Sec Information Security Labs, S.L. | We Do Technologies Americas, Inc |
| S21 Sec Institute, S.L. | We Do Technologies Australia PTY Limited |
| S21 Sec México, S.A. de CV | We Do Technologies BV |
| S21 Sec, S.A. de CV | We Do Technologies BV - Sucursal Malaysia |
| Saphety - Transacciones Electronicas SAS | We Do Technologies Egypt LLC |
| Saphety Brasil Transações Eletrônicas Ld | We Do Technologies Mexico, S. de RL |
| Saphety Level - Trusted Services, SA | Wedo Brasil-Soluções Informáticas,Ltda |
3shoppings - Holding, SGPS, SA Centro Vasco da Gama Centro Comercial,SA ACCIVE Insurance Cons. e Franchising,Lda Chão Verde-Soc. de Gestão Imobiliária,SA Accive Insurance-Corretor de Seguros, SA Cinclus Imobiliária,SA ADD Avaliações Eng.Aval.e Perícias, Ltda Citic Capital Sierra Limited Adlands BV Citic Capital Sierra Prop. Man. Limited Aegean Park, SA Citorres - Sociedade Imobiliária, SA Agepan Eiweiler Management GmbH Coimbrashopping Centro Comercial, SA Agloma Investimentos, Sgps, S.A. Colombo Towers Holding BV ALEXA Administration GmbH Companhia Térmica do Serrado, ACE ALEXA Holding GmbH Companhia Térmica Tagol, Lda. ALEXA Shopping Centre GmbH Contacto Concessões, SGPS, S.A. Algarveshopping- Centro Comercial, SA Contibomba-Comérc.Distr.Combustiveis,SA Aqualuz - Turismo e Lazer, Lda Contimobe - Imobiliária Castelo Paiva,SA Arat Inmuebles, S.A. Continente Hipermercados, SA ARP Alverca Retail Park, SA Country Club da Maia-Imobiliaria,SA Arrábidashopping - Centro Comercial, SA Craiova Mall BV Aserraderos de Cuellar,SA CTE-Central Termoeléct. do Estuário, Lda Atelgen-Produção Energia, ACE CUCUTA - Proyecto Cúcuta S.A.S. Atlantic Ferries-Tráf.Loc,Flu.e Marít,SA Cumulativa - Sociedade Imobiliária, S.A. Avenida M-40 BV Darbo SAS Azulino Imobiliária, S.A. Discovery Sports, SA BA Business Angels, SGPS, SA Distodo Distribui e Logist,Lda BA Capital, SGPS Dortmund Tower GmbH BB Food Service, SA Dos Mares Shopping Centre BV Beeskow Holzwerkstoffe Dos Mares Shopping Centre, SA Beralands BV Dreamia, B.V Bertimóvel - Sociedade Imobiliária, S.A. Dreamia, Serv de Televisão, SA BIG Picture 2 Films Ecociclo - Energia e Ambiente, SA Bloco Q-Sociedade Imobiliária,SA Efanor Investimentos, SGPS, S.A. Bom Momento - Restauração, S.A. Efanor Serviços de Apoio à Gestão, S.A. Canal 20 TV, SA Empracine-E.Pro.Act. Cinem,Lda Canasta-Empreendimentos Imobiliários,SA Empreend.Imob.Quinta da Azenha,SA Capwatt ACE, S.A. Enerlousado-Recursos Energéticos, Lda. Capwatt Colombo - Heat Power, S.A. Equador & Mendes-Ag. Viagens e Tur.,Lda Capwatt Engenho Novo - Heat Power, S.A. Estação Viana Centro Comercial, SA Capwatt Hectare - Heat Power, ACE Euroresinas-Indústrias Quimicas,SA Capwatt II - Heat Power, S.A. Farmácia Selecção, SA Capwatt III - Heat Power, S.A. Fashion Division Canárias, SA Capwatt Maia - Heat Power, S.A. Fashion Division, S.A. Capwatt Martim Longo - Solar Power, S.A. FINSTAR-Socied.Investim.Par SA Capwatt Vale do Caima - Heat Power, S.A. Fozimo - Sociedade Imobiliária, SA Capwatt Vale do Tejo - Heat Power, S.A. Freccia Rossa - Shopping Centre, Srl CAPWATT, SGPS, S.A. Fundo de Invest.Imobiliário Fec. Imosede Carvemagere-Manut.e Energias Renov., Lda Fundo Esp.Inv.Imo.Fec. WTC Casa da Ribeira-Sociedade Imobiliária,SA Fundo I.I. Parque Dom Pedro Shop. Center Cascaishopping Centro Comercial, SA Fundo Invest. Imobiliário Imosonae Dois Cascaishopping Holding I, SGPS, SA Fundo Invest.Imob.Shopp. Parque D. Pedro CCCB Caldas da Rainha-Centro Comerc., SA Gaiashopping I Centro Comercial, SA Centro Colombo Centro Comercial, SA Gaiashopping II Centro Comercial, SA Centro Residencial da Maia,Urban.,SA GHP Gmbh
Gli Orsi Shopping Centre 1, Srl Luz del Tajo Centro Comercial, SA Glunz Service GmbH Maiashopping Centro Comercial, SA Glunz UK Holdings Ltd Maiequipa - Gestão Florestal, SA Glunz Uka Gmbh Marcas MC, zRT Golf Time-Golfe e Invest. Turísticos, SA Marina de Tróia S.A. Guimarãeshopping Centro Comercial, SA Marmagno-Expl.Hoteleira Imob.,SA Herco Consult.Risco Corret.Seguros, Ltda Marvero-Expl.Hoteleira Imob.,SA Herco Consultoria de Risco, S.A. MDS - Corretor de Seguros, SA HighDome PCC Limited (Cell Europe) MDS Africa SGPS, SA Iberian Assets, SA MDS Auto - Mediação de Seguros, SA Iginha - Sociedade Imobiliária, SA MDS Malta Holding Limited Imoareia - Invest. Turísticos, SGPS, SA MDS RE - Mediador de resseguros Imobeauty, SA MDS, SGPS, SA Imoclub-Serviços Imobilários, SA Megantic BV Imoconti - Sociedade Imobiliária, SA MJB-Design, Lda Imoestrutura - Sociedade Imobiliária, SA Modalfa - Comércio e Serviços, SA Imohotel-Emp.Turísticos Imobiliários,SA Modalloop - Vestuário e Calçado, SA Imoponte - Sociedade Imobiliária, SA Modelo Hiper Imobiliária, SA Imosistema - Sociedade Imobiliária, SA MSTAR, SA Impaper Europe GmbH Münster Arkaden BV Infofield - Informática, SA Norteshopping Centro Comercial, SA Inparvi SGPS, SA NOS Açores Comunicações, S.A. Interlog-SGPS, SA NOS Communications S.à.r.l. Ioannina Develop.of Shopping Centres, SA NOS Comunicações, S.A. Isoroy SAS NOS Inovação S.A. ITRUST - Cyber Security and Intellig.,SA NOS Lusomundo Audiovisuais, S.A. Land Retail BV NOS Lusomundo Cinemas, S.A. Larim Corretora de Resseguros, Ltda NOS Lusomundo TV Lda Larissa Develop. of Shopping Centers, SA NOS Madeira Comunicações, S.A. Lazam MDS Corretora e Adm. Seguros, SA NOS SISTEMAS ESPAÑA, S.L. Le Terrazze - Shopping Centre 1, Srl NOS Sistemas, S.A. Lusomundo España, SL NOS, SGPS, S.A. Luz del Tajo BV Novodecor (PTY), LTD
Glunz AG Madeirashopping Centro Comercial, SA Harvey Dos Iberica, SL Martimope-Empreendimentos Turísticos, SA HighDome PCC Limited MDS Affinity-Sociedade de Mediação Lda Igimo - Sociedade Imobiliária, SA Mds Knowledge Centre, Unipessoal, Lda Imodivor - Sociedade Imobiliária, SA MJLF - Empreendimentos Imobiliários, SA Imomuro - Sociedade Imobiliária, SA Modelo - Dist.de Mat. de Construção,S.A. Imopenínsula - Sociedade Imobiliária, SA Modelo Continente Hipermercados, SA Imoplamac Gestão de Imóveis, SA Modelo Continente International Trade,SA Imoresort - Sociedade Imobiliária, SA Modelo.com-Vendas por Correspondência,SA Imoresultado - Sociedade Imobiliária, SA Movelpartes-Comp.para Ind.Mobiliária,SA Imosedas - Imobiliária e Seviços, SA Movimento Viagens-Viag.e Turismo S.U.Lda Implantação - Imobiliária, S.A. Norte Shop. Retail and Leisure Centre BV Libra Serviços, Lda NOS Technology - Concepção, Const. e Gestão Redes Com.,S.A. Loop 5 Shopping Centre GmbH NOS TOWERING - Gestão de Torres de Telecomunicações, S.A. Lusomundo Imobiliária 2, SA NOSPUB Publicidade e Conteúdos, S.A. Lusomundo Moçambique, Lda Nova Equador Internacional,Ag.Viag.T,Lda Lusomundo Soc. Inv. Imob. SA Nova Equador P.C.O. e Eventos, S.U., Lda
OSB Deustchland Gmbh Raso - Viagens e Turismo, SA Pantheon Plaza BV RASO II-Viagens e Turismo,Unipessoal Lda Paracentro - Gestão de Galerias Com., SA Raso, SGPS, SA Pareuro BV River Plaza BV Park Avenue Develop.of Shop. Centers, SA River Plaza Mall, Srl Parklake Shopping, SA Ronfegen-Recursos Energéticos, Lda. Parque Atlântico Shopping-C.Comerc., SA RSI Corretora de Seguros, Ltda Parque D. Pedro 1 BV S.C. Microcom Doi Srl Parque de Famalicão - Empreend.Imob., SA SC Aegean BV Pátio Boavista Shopping, Ltda SC Finance BV Pátio Campinas Shopping, Ltda SC For-Serv.Form.e Desenv.R.H.,Unip.,Lda Pátio Goiânia Shopping, Ltda SC Hospitality, SGPS , S.A. Pátio Londrina Empreend.e Particip.,Ltda SC, SGPS, SA Pátio São Bernardo Shopping Ltda SC-Consultadoria,SA Pátio Sertório Shopping Ltda SC-Eng. e promoção imobiliária,SGPS,S.A Pátio Uberlândia Shopping Ltda SDSR - Sports Division SR, S.A. PER-MAR-SOC. DE CONSTRUÇÃO, SA Selifa-Soc. de Empreend. Imobiliários,SA Pharmaconcept - Actividades em Saúde, SA Sempre à Mão - Sociedade Imobiliária, SA Pharmacontinente - Saúde e Higiene, SA Sesagest - Proj. Gestão Imobiliária, SA Plaza Eboli - Centro Comercial, SA Sete e Meio - Invest. Consultadoria, SA Plaza Mayor Parque de Ócio BV Shopping Centre Colombo Holding BV Plaza Mayor Parque de Ocio, SA Shopping Centre Parque Principado BV Plaza Mayor Shopping BV SIAL Participações, Lda Plaza Mayor Shopping, SA Sierra - OST Property Management Poliface North America Sierra Asia Limited Ponto de Chegada - Soc. Imobiliária, SA Sierra Berlin Holding BV Porturbe-Edificios e Urbanizações,SA Sierra Brazil 1 BV Praedium - Serviços, SA Sierra Cevital Shopping Center, Spa Praedium II - Imobiliária, SA Sierra Corporate Services Holland BV Praedium SGPS, SA Sierra Developments Holding BV Predicomercial - Promoção Imobiliária,SA Sierra Developments, SGPS, SA Predilugar - Sociedade Imobiliária, SA Sierra European R.R.E. Assets Hold. BV Prédios Privados Imobiliária, SA Sierra Germany GmbH Predisedas - Predial das Sedas, SA Sierra GP, Limited Project SC 1 BV Sierra Greece, SA Project Sierra 10 BV Sierra Investimentos Brasil Ltda Project Sierra 11 BV Sierra Investments (Holland) 1 BV Project Sierra 12 BV Sierra Investments (Holland) 2 BV Project Sierra 2 BV Sierra Investments Holding BV Project Sierra 8 BV Sierra Investments SGPS, SA Project Sierra Cúcuta BV Sierra Italy, Srl Project Sierra Four Srl Sierra Management, SGPS, SA Project Sierra Germany 2 (two)-Sh.C.GmbH Sierra Portugal, SA Project Sierra Germany 4 (four)-S.C.GmbH Sierra Project Nürnberg BV Project Sierra Spain 1 BV Sierra Real Estate Greece BV Project Sierra Spain 2 - C.Comercial, SA Sierra Romania Sh. Centers Services Srl Project Sierra Two Srl Sierra Services Holland 2 BV Promessa Sociedade Imobiliária, S.A. Sierra Solingen Holding GmbH QCE-Desenv. e Fabrico de Equipamentos,SA Sierra Spain Shop. Centers Serv., S.A.U. Racionaliz. y Manufact.Florestales,SA Sierra Turkey Gayrim.Yön.P.Dan.An.Sirket
| SII - Soberana Invest. Imobiliários, SA Sótaqua - Soc. de Empreendimentos Turist SISTAVAC, S.A. Soternix-Produção de Energia, ACE SISTAVAC, SGPS, S.A. Spanboard Products,Ltd SISTAVAC-Sistemas HVAC-R do Brasil, Ltda SPF - Sierra Portugal Soc.Inic.Aproveit.Florest.-Energias,SA Spinarq Moçambique, Lda Société de Tranchage Isoroy SAS. Spinarq-Engenharia,Energia e Ambiente,SA Socijofra - Sociedade Imobiliária, SA Spinveste - Promoção Imobiliária, SA Sociloures - Sociedade Imobiliária, SA Spinveste-Gestão Imobiliária SGII,SA Soconstrução BV Sport TV Portugal, SA Soflorin BV Sport Zone Canárias, SL Soira-Soc.Imobiliária de Ramalde,SA Solinca - Health & Fitness, SA Sport Zone spor malz.per.satis ith.ve ti Solinca-Investimentos Turísticos,SA Spred, SGPS, SA Solinfitness - Club Malaga, S.L. SSI Angola, S.A. Solingen Shopping Center GmbH Tableros Tradema,S.L. Soltroia-Imob.de Urb.Turismo de Tróia,SA Tafiber,Tableros de Fibras Ibéricas,SL Somit Imobiliária, SA Tafibra South Africa (PTY) Ltd. Sonae Capital Brasil, Lda Tafibra Suisse, SA Sonae Capital, SGPS, SA Tafisa Canadá Societé en Commandite Sonae Center Serviços II, SA Tafisa Développement Sonae Financial Services, S.A. Tafisa France, SA Sonae Ind., Prod. e Com.Deriv.Madeira,SA Tafisa UK,Ltd Sonae Indústria - Management Services,SA Tafisa-Tableros de Fibras, SA Sonae Industria (UK),Ltd Taiber,Tableros Aglomerados Ibéricos,SL Sonae Industria de Revestimentos,SA Teconologias del Medio Ambiente,SA Sonae Indústria-SGPS,SA Teliz Holding B.V. Sonae Investimentos, SGPS, SA Têxtil do Marco, SA Sonae Investments BV The Artist Porto Hot.&Bistrô-Act.Hot.,SA Sonae MC - Modelo Continente, SGPS, SA Tlantic BV Sonae Novobord (PTY) Ltd Tlantic Portugal - Sist.de Informação,SA Sonae RE, S.A. Tlantic Sistemas de Informação, Ltda Sonae Retalho España-Serv.Generales, SA Tool Gmbh Sonae SGPS, SA Torre Ocidente Imobiliária, SA Sonae Sierra Brasil, SA Torre São Gabriel Imobiliária, SA Sonae Sierra Brazil, BV / SARL Troia Market-Supermercados, S.A. Sonae Sierra, SGPS, SA Troia Natura, S.A. Sonae Specialized Retail, SGPS, SA Troiaresort-Investimentos Turísticos, SA Sonae SR Malta Holding Limited Troiaverde-Expl.Hoteleira Imob.,SA Sonae Tafibra Benelux, BV Tulipamar-Expl.Hoteleira Imob.,SA Sonae Turismo, SGPS, S.A. Unishopping Consultoria Imobiliária,Ltda Sonaecenter Serviços, SA UPK-Gestão de Facilities e Manutenção,SA Sonaegest-Soc.Gest.Fundos Investimentos Upstar Comunicações SA Sonaerp - Retail Properties, SA Urbisedas-Imobiliária das Sedas,SA SONAESR - Serviços e logistica, SA Valor N, SA Sondis Imobiliária, SA Via Catarina Centro Comercial, SA SONTÁRIA-EMPREEND.IMOBIL.,SA Viajens y Turismo de Geotur España, S.L. Sontel BV Vistas do Freixo-Emp.Tur.Imobiliários,SA Sontur BV Vuelta Omega, S.L. |
Sierra Zenata Project BV | Sopair, S.A. |
|---|---|---|
| Sport Zone España-Com.Art.de Deporte,SA | ||
| Sonvecap BV | Weiterstadt Shopping BV |
| Sonae/Efanor/NOS Group Companies | ||||
|---|---|---|---|---|
| Worten - Equipamento para o Lar, SA | Zippy - Comércio e Distribuição, SA | |||
| Worten Canárias, SL | Zippy - Comercio y Distribución, SA | |||
| Worten España Distribución, SL | Zippy cocuk malz.dag.ith.ve tic.ltd.sti | |||
| ZAP Cinemas, S.A. | ZON Finance BV | |||
| ZAP Media S.A. | Zubiarte Inversiones Inmobiliarias, SA | |||
| ZAP Publishing, S.A. | ZYEvolution-Invest.Desenv.,SA | |||
| Zenata Commercial Project S.A. |
Sonaecom SGPS is listed on the Euronext Stock Exchange. Information is available on Reuters under the symbol SNC.LS and on Bloomberg under the symbol SNC:PL.
This document may contain forwardbeliefs. Forward-looking statements are statements that are not historical facts.
These forward-looking statements are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including, but not limited to, changes in regulation, the telecommunications industry and economic conditions; and the effects of competition. Forward-looking statements
Although these statements reflect our current expectations, which we believe are reasonable, investors, analysts and, generally, the recipients of this document are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. You are cautioned not to put undue reliance on any forward-looking information or statements. We do not undertake any obligation to update any forward-looking information or statements.
www.sonae.com
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