Quarterly Report • May 30, 2017
Quarterly Report
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Porto Commercial Registry and Fiscal Number 501 532 927
REPORT AND ACCOUNTS
31 March 2017
In accordance with Portuguese Law and the company's articles of association, we hereby present the management report of Sonae Investimentos - S.G.P.S., S.A. for the first three months of 2017.
During the course of the first three months of 2017, the consolidated turnover of Sonae Investimentos totalled 1,247 million euros, which corresponds to an increase of 5.8% when compared to the same period of the previous year. Performance benefited from the increased contributions of Sonae MC, Sports & Fashion and Worten, which have more than compensated the lower turnover of Sonae RP, resulting from sale and leaseback (S&LB) transactions over the course of 2016.
The Company's operating cash-flow (EBITDA) reached 49 million euros, representing a decrease of 58 million euros versus last year. Regardless the positive contribution of Worten and Sports & Fashion, enhanced by the consolidation of Salsa and by an improvement in other businesses of Sports & Fashion, this evolution was negatively influenced by the non-recurrent items which included the capital gains of sale and leaseback transactions occurred during 2016.
Overall, EBITDA margin stood at 4.0% of turnover, decreasing -5.1p.p. comparing to 3M16. Operating results (EBIT) amounted to 4 million euros in the period, decreasing when compared to the first three months of 2016 driven by the aforementioned effects.
Sonae Investimentos consolidated net result in the first three months of 2017 totalled -7 million euros, behind last year comparable period.
Overall, it should be mentioned that the performance of retail businesses during first quarter 2017 was highly hampered by the adverse calendar effect, with one less day in February, one less weekend and Easter appearing only in April.
By the end of March, Sonae Investimentos operated in an overall portfolio of 1,628 stores, corresponding to a sales area of 1,167 thousand sqm. During this period, Sonae Sports & Fashion continued to consolidate its store networks, which also includes Salsa stores.
Sonae Investimentos strategic guidelines privilege growth and the strengthening of the value proposition based on a continued investment in efficiency and innovation. This positioning, consistently adopted by the Company, has allowed for the combination of strong growth rhythms with strong profitability benchmarks, and once again will be at the basis of the Company´s performance during the course of the next months.
The consolidated financial information contained in this report was prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union. The financial information regarding quarterly figures was not subject to audit procedures.
Maia, 15 of May 2017
The Board of Directors,
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
Luis Miguel Mesquita Soares Moutinho
Luis Miguel Vieira de Sá da Mota Freitas
Luis Filipe Campos Dias de Castro Reis
Sale of articles + services rendered;
"Underlying EBITDA" + share of results in joint ventures and associated undertakings+ non-recurrent items;
total direct income - total expenses - reversal of impairment losses;
Direct EBIT Direct EBT - financial results;
Direct results before non-controlling interests and taxes;
Results excluding contributions to indirect income;
Includes arising from: (i) impairment of real estate assets for retail, (ii) decrease in goodwill, (iii) provisions (net of tax) for possible future liabilities and impairments related with non-core financial investments, businesses, discontinued assets (or be discontinued / repositioned), (iv) valuation results based on the methodology "markto-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues.
Investments in tangible and intangible assets and investments in acquisitions;
customer debts (receivables derived from the normal course of the Group's activities) – suppliers (amount payable resulting from purchases derived from the normal course of the Group's activities) + inventories (goods booked at acquisition cost, less quantity discounts and impairment losses) + other assets and liabilities (State and other public entities + associated companies + accruals and prepayments + deferred taxes + provisions for risks and charges + fixed asset suppliers + sundry debtors and creditors)
Total net debt + total shareholder funds
financial statements
(Amounts expressed in euro)
(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| ASSETS | Notes | 31 March 2017 | 31 March 2016 Restated (Note 3) |
31 December 2016 |
|---|---|---|---|---|
| NON-CURRENT ASSETS: | ||||
| Tangible assets | 5 | 1,607,206,499 | 1,517,435,690 | 1,606,784,467 |
| Intangible assets | 6 | 332,464,918 | 229,509,456 | 332,952,435 |
| Goodwill | 7 | 542,341,507 | 498,530,956 | 542,341,507 |
| Investments in joint ventures and associates | 8 | 52,402,917 | 47,246,636 | 51,061,618 |
| Other investments | 9 | 10,900,930 | 12,496,708 | 10,910,647 |
| Deferred tax assets | 12 | 49,209,919 | 57,476,269 | 49,861,522 |
| Other non-current assets | 10 | 15,876,738 | 11,241,726 | 15,315,834 |
| Total Non-Current Assets | 2,610,403,428 | 2,373,937,441 | 2,609,228,030 | |
| CURRENT ASSETS: | ||||
| Inventories | 692,206,759 | 616,534,021 | 696,012,657 | |
| Trade account receivable and other current assets | 11 | 337,317,180 | 340,769,292 | 299,418,239 |
| Investments | 9 | 688,118 | 647,934 | 4,207,972 |
| Cash and cash equivalents | 13 | 73,323,185 | 86,724,274 | 119,726,191 |
| Total Current Assets | 1,103,535,242 | 1,044,675,521 | 1,119,365,059 | |
| Assets held for sale | 14 | - | - | 19,522,549 |
| TOTAL ASSETS | 3,713,938,670 | 3,418,612,962 | 3,748,115,638 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 15 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
| Own shares | (320,000,000) | (320,000,000) | (320,000,000) | |
| Reserves and retained earnings | (15,107,194) | (57,780,244) | (53,307,887) | |
| Profit/(Loss) for the period attributable to the equity holders of the Parent Company | (7,363,828) | 31,504,564 | 80,471,632 | |
| Equity attributable to the equity holders of the Parent Company | 657,528,978 | 653,724,320 | 707,163,745 | |
| Equity attributable to non-controlling interests | 16 | 84,662,964 | 53,120,116 | 85,020,788 |
| TOTAL EQUITY | 742,191,942 | 706,844,436 | 792,184,533 | |
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: | ||||
| Loans | 17 | 800,946,288 | 574,933,559 | 623,570,841 |
| Other non-current liabilities | 19 | 422,078,144 | 437,731,216 | 420,960,111 |
| Deferred tax liabilities | 12 | 103,772,213 | 69,277,027 | 102,935,155 |
| Provisions | 22 | 16,125,607 | 11,999,220 | 16,006,272 |
| Total Non-Current Liabilities | 1,342,922,252 | 1,093,941,022 | 1,163,472,379 | |
| CURRENT LIABILITIES: | ||||
| Loans | 17 | 140,325,770 | 162,924,031 | 186,327,715 |
| Trade creditors and other current liabilities | 21 | 1,485,290,140 | 1,452,083,523 | 1,591,200,267 |
| Provisions | 22 | 3,208,566 | 2,819,950 | 3,204,001 |
| Total Current Liabilities | 1,628,824,476 | 1,617,827,504 | 1,780,731,983 | |
| Liabilities held for sale | 14 | - | - | 11,726,743 |
| TOTAL LIABILITIES | 2,971,746,728 | 2,711,768,526 | 2,955,931,105 | |
| TOTAL EQUITY AND LIABILITIES | 3,713,938,670 | 3,418,612,962 | 3,748,115,638 | |
The accompanying notes are part of these condensed consolidated financial statements.
(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| (Amounts expressed in euro) | Notes | 31 March 2017 | 31 March 2016 |
|---|---|---|---|
| Sales | 1,221,944,017 | 1,159,732,285 | |
| Services rendered | 25,149,698 | 19,248,104 | |
| Investment income investments recorded at fair value through profit | - | 1,582 | |
| Financial income | 1,143,743 | 497,979 | |
| Other income | 24 | 169,619,777 | 226,992,004 |
| Cost of goods sold and materials consumed | (1,012,997,942) | (971,613,205) | |
| Changes in stocks of finished goods and work in progress | (31,362) | 64,391 | |
| External supplies and services | (164,458,010) | (149,302,668) | |
| Staff costs | (172,458,070) | (161,460,865) | |
| Depreciation and amortisation | 5 and 6 | (45,518,114) | (40,209,805) |
| Provisions and impairment losses | (628,802) | (7,361,739) | |
| Financial expense | (12,969,308) | (16,503,786) | |
| Other expenses | (15,592,132) | (16,404,306) | |
| Share of results of joint ventures and associetad companies | 8 | (1,595,973) | (750,579) |
| Profit/(Loss) before taxation | (8,392,478) | 42,929,392 | |
| Taxation | 25 | 1,814,134 | (10,585,477) |
| Profit/(Loss) after taxation | (6,578,344) | 32,343,915 | |
| Attributable to: | |||
| Equity holders of the Parent Company | (7,363,828) | 31,504,564 | |
| Non-controlling interests | 16 | 785,484 | 839,351 |
| Profit/(Loss) per share | |||
| Basic | 27 | (0.008182) | 0.035005 |
| Diluted | 27 | (0.008182) | 0.035005 |
The accompanying notes are part of these condensed consolidated financial statements.
(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.) AND 2016
| (Amounts expressed in euro) | 31 March 2017 | 31 March 2016 |
|---|---|---|
| Net Profit / (Loss) for the period | (6,578,344) | 32,343,915 |
| Items that maybe reclassified subsequently to profit or loss: | ||
| Exchange differences arising on translation of foreign operations | 133,119 | (115,208) |
| Participation in other comprehensive income (net of tax) related to joint | ||
| ventures and associated companies included in consolidation by the equity method (Note 8.3) |
131,772 | 414,888 |
| Changes in hedge and fair value reserves | (2,911,925) | (2,112,051) |
| Deferred taxes related with other components of comprehensive income | 609,368 | 515,237 |
| Others | - | - |
| Other comprehensive income for the period | (2,037,666) | (1,297,134) |
| Total comprehensive income for the period | (8,616,010) | 31,046,781 |
| Attributable to: | ||
| Equity holders of parent company | (9,350,016) | 30,238,935 |
| Non controlling interests | 734,006 | 807,846 |
The accompanying notes are part of these condensed consolidated financial statements.
(Translaon of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| nd R ined ning Res eta Ear erv es a s |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Am d in o) ts e oun xpr esse eur |
Sha al re C apit |
n Sh Ow are s |
al R Leg ese rve |
Cur ren cy slat tran ion Res erv e |
Hed ging Res erv e |
Leg al R ese rves rda in a cco nce h ar ticle wit 342 º CS C |
Oth er R ese rves and d Ret aine Earn ings |
al Tot |
fit/ (Los Net Pro s) |
al Tot |
Non trol ling con toll Con ing Inte rest s (No 6) te 1 |
al E Tot quit y |
| Bala t 1 J 201 6 Re ed stat nce as a anu ary |
1,00 0,00 0,00 0 |
(320 ,000 ,000 ) |
170 ,940 ,266 |
345 ,388 |
(239 ,492 ) |
320 ,000 ,000 |
(577 ,639 ,207 ) |
(86, 593 ,045 ) |
70,0 39,8 47 |
663 ,446 ,802 |
52,2 92,8 85 |
715 ,739 ,687 |
| al c ive inco for the riod Tot om pre ens me pe |
- | - | - | (125 ) ,300 |
(1,5 17) 55,2 |
- | 414 ,888 |
(1,2 29) 65,6 |
31,5 04,5 64 |
30,2 38,9 35 |
807 ,846 |
31,0 46,7 81 |
| of p rofi t of App riat ion 201 5 rop Tra nsfe leg al re nd r ined ning r to eta serv es a ear s Divi den ds d istr ibut ed ial d sal f af filia ted Part ispo qui sitio ies or a ns o com pan Oth ers |
- - - - |
- - - - |
- - - - |
- - - - |
- - - - |
- - - - |
70,0 39,8 47 (40, ) 000 ,000 39,0 64 (481 ) |
70,0 39,8 47 (40, ) 000 ,000 39,0 64 (481 ) |
(70, ) 039 ,847 - - - |
- (40, ) 000 ,000 39,0 64 (481 ) |
- (114 ) ,810 134 ,197 (2) |
- (40, ) 114 ,810 173 ,261 (483 ) |
| Bala rch ed t 31 Ma 201 6 Re stat nce as a |
1,00 0,00 0,00 0 |
(320 ) ,000 ,000 |
170 ,940 ,266 |
220 ,088 |
(1,7 09) 94,7 |
320 ,000 ,000 |
(547 ) ,145 ,889 |
(57, ) 780 ,244 |
31,5 04,5 64 |
653 ,724 ,320 |
53,1 20,1 16 |
706 ,844 ,436 |
| Bala 201 t 1 J 7 nce as a anu ary |
1,00 0,00 0,00 0 |
(320 ,000 ,000 ) |
170 ,940 ,266 |
,768 541 |
1,94 8,40 5 |
320 ,000 ,000 |
(546 ,738 ,326 ) |
(53, 307 ,887 ) |
80,4 71,6 32 |
707 ,163 ,745 |
85,0 20,7 88 |
792 ,184 ,533 |
| al c hen e fo r th riod Tot sive inc om pre om e pe |
- | - | - | 131 ,563 |
(2,2 22) 49,5 |
- | 131 ,772 |
(1,9 87) 86,1 |
(7,3 28) 63,8 |
(9,3 16) 50,0 |
734 ,006 |
(8,6 10) 16,0 |
| App riat ion of p rofi t of 201 6 rop nsfe leg al re nd r ined ning Tra r to eta serv es a ear s den ds d ibut ed Divi istr dist ribu Inco tion me Part ial d ispo sal qui sitio f af filia ted ies or a ns o com pan Oth ers |
- - - - - |
- - - - - |
3,90 5,50 2 - - - - |
- - - - - |
- - - - - |
- - - - - |
76,5 66,1 30 (40, ) 000 ,000 - (287 ) ,862 3,11 0 |
80,4 71,6 32 (40, ) 000 ,000 - (287 ) ,862 3,11 0 |
(80, ) 471 ,632 - - - - |
- (40, ) 000 ,000 - (287 ) ,862 3,11 1 |
- - (111 ) ,750 (980 ) ,014 (66) |
- (40, ) 000 ,000 (111 ) ,750 (1,2 76) 67,8 3,04 5 |
| Bala t 31 Ma rch 201 7 nce as a |
1,00 0,00 0,00 0 |
(320 ) ,000 ,000 |
174 ,845 ,768 |
673 ,331 |
(301 ) ,117 |
320 ,000 ,000 |
(510 ) ,325 ,176 |
(15, ) 107 ,194 |
(7,3 28) 63,8 |
657 ,528 ,978 |
84,6 62,9 64 |
742 ,191 ,942 |
The accompanying notes are part of these condensed consolidated financial statements.
(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| (Amounts expressed in euro) | Notes | 31 March 2017 | 31 March 2016 |
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Net cash flow from operating activities (1) | (110,148,714) | (157,369,939) | |
| INVESTMENT ACTIVITIES | |||
| Cash receipts arising from: | |||
| Investments | 21,009,032 | - | |
| Tangible assets and investment properties | 8 and 9 | 1,366,392 | 229,972,175 |
| Interests and similar income | 438,199 | 278,505 | |
| Others | - | 1,581 | |
| 22,813,623 | 230,252,261 | ||
| Cash Payments arising from: | |||
| Investments | (1,370,397) | (374,015) | |
| Tangible assets and investment properties | (86,497,297) | (69,647,156) | |
| (87,867,694) | (70,021,171) | ||
| Net cash used in investment activities (2) | (65,054,072) | 160,231,090 | |
| FINANCING ACTIVITIES | |||
| Cash receipts arising from: | |||
| Investments | 537,500 | 173,261 | |
| Loans obtained | 1,316,592,869 | 1,311,645,404 | |
| 1,317,130,369 | 1,311,818,665 | ||
| Cash Payments arising from: | |||
| Loans obtained | (1,188,877,501) | (1,308,777,235) | |
| Interests and similar charges | (2,746,252) | (3,029,529) | |
| Others | (3,812) | (424,372) | |
| (1,191,627,565) | (1,312,231,136) | ||
| Net cash used in financing activities (3) | 125,502,804 | (412,470) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | (49,699,982) | 2,448,681 | |
| Effect of foreign exchange rate | (34,874) | 183,937 | |
| Cash and cash equivalents at the beginning of the period | 13 | 101,996,613 | 76,441,012 |
| Cash and cash equivalents at the end of the period | 13 | 52,331,505 | 78,705,756 |
The accompanying notes are part of these condensed consolidated financial statements.
(Amounts expressed in euro)
(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancies the Portuguese version prevails.)
Sonae Investimentos, SGPS, SA, has its head-office at Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Portugal, and is the parent company of a group of companies, as detailed in Notes 8 and 31 the Sonae Investimentos Group ("Sonae Investimentos"). Sonae Investimentos's operations and operating segments are described in Note 4.
The accounting policies adopted are consistent with those used in the preparation of the consolidated financial statements for the period ended as at 31 December 2016.
The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and applicable to economic period beginning on 1 January 2017, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Standards Interpretations Committee ("IFRS - IC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as at the consolidated financial statements issuance date.
Interim financial statements are presented quarterly, in accordance with IAS 34 - "Interim Financial Reporting".
The accompanying condensed consolidated financial statements have been prepared from the books and accounting records of the Company, subsidiaries and joint ventures adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.
The following standards, interpretations, amendments and revisions were endorsed by the European Union and have mandatory application in future economic exercises:
| Effective Date (for | |
|---|---|
| With mandatory application after 2017: | financial years |
| beginning on or | |
| after) | |
| IFRS 9 - Financial instruments (establishes the new requirements regarding the |
|
|---|---|
| classification and measurement of financial assets and liabilities, the methodology | 01 jan 2018 |
| for calculating impairment and for the application of hedge accounting rules) | |
IFRS 15 - Revenue from contracts with customers (introduces a principles-based revenue recognition framework based on a template to be applied to all contracts with customers) 01 Jan 2018
The Group did not proceed to earlier adoption of any of these standards on the financial statements for the period ended on the 31 March 2017, since their application is not yet mandatory. The impacts of the above mentioned standards are being analysed by the Group.
The following standards, interpretations, amendments and revisions haven't been, until the date of approval of these financial statements, endorsed by the European Union:
| Effective Date (for | |
|---|---|
| With mandatory application after 2017: | financial years |
| beginning on or after) |
| IFRS 14 – (Regulatory Deferral Accounts) |
01 Jan 2016 |
|---|---|
| IFRS 16 –Leases - (recognition and measurement principles) |
01 Jan 2019 |
| IFRS 10 and IAS 28 (amendment) - (eliminate the conflict between the standards, related to the sale or contribution of assets between the investor and the associated or between the investor and the joint venture) |
To be defined |
| IAS 12 (amendment) - Income taxes (clarify the conditions for recognition and measurement of tax assets resulting from unrealized losses) |
01 Jan 2017 |
| IAS 7 (amendment) - Statement of cash flows (introducing additional disclosures related to cash flows from financing activities) |
01 Jan 2017 |
| IFRS 15 (amendment) - Revenue from contracts with customers (various clarifications are introduced in the standard to eliminate the possibility of divergent interpretations of various topics) |
01 Jan 2018 |
|---|---|
| IFRS 2 (amendment) - Share-based payments (various clarifications are included in the standard relating to the recording of cash-settled share-based payment transactions, (ii) recording changes to share-based payment transactions (Of net settled to equity settlement), (iii) the classification of transactions with net settlement characteristics) |
01 Jan 2018 |
| IFRS 4 (amendment) - Insurance contracts (provides guidance on the application of IFRS 4 in together with IFRS 9) |
01 Jan 2018 |
| IFRS 40 (amendment) - Investment properties (clarify that the change in classification from or to investment property should only be made when there is evidence of a change in the use of the asset) |
01 Jan 2018 |
| Annual Improvements to IFRS (cycle 2014-2016) | 01 Jan 2017 and 01 Jan 2018 |
| IFRIC 22 - Transactions in foreign currency and advances (establish the date of the initial recognition of the advance or deferred income as the date of the transaction for determining the exchange rate of the recognition of the revenue) |
01 Jan 2018 |
The Group did not proceed to earlier adoption of any of these standards on the financial statements for the period ended on the 31 March 2017, due to the fact that their application is not mandatory, lying in the process of analyzing expected effects of those standards that, with exception of IFRS 16 are not expected to reflect significant impacts.
The Losan Group is a multinational group and the parent company based in Spain, specializes in the wholesale business of children's wear. This acquisition aimed to improve skills in the supply chain and strengthen international capacity expansion of Sonae through wholesale channels. These companies were incorporated in the consolidated financial statements as at 31 December 2015 period from which Sonae began to exercise control over its activities.
Given the proximity of the acquisition at the end of the year 2015, only in the course of 2016 was it possible to complete the fair value calculation exercise and Goodwill calculation. The impact of the restatement in the statement of financial position as at 31 March 2016 can be analysed as follows:
| 31 March 2016 | |||
|---|---|---|---|
| Before the | Adjustments | After the | |
| Amounts in thousands of euros | restatement | to fair value | restatement |
| Assets | |||
| Tangible and Intangible assets | 1,722,254 | 24,691 | 1,746,945 |
| Goodwill | 517,491 | (18,960) | 498,531 |
| Investments | 59,743 | - | 59,743 |
| Deferred tax assets | 57,251 | 225 | 57,476 |
| Other non-current assets | 11,242 | - | 11,242 |
| Non-current assets | 2,367,981 | 5,956 | 2,373,937 |
| Inventories | 616,534 | - | 616,534 |
| Trade account receivables | 64,744 | (400) | 64,344 |
| Other debtors | 275,008 | 1,417 | 276,425 |
| Investments | 648 | - | 648 |
| Cash and cash equivalents | 86,724 | - | 86,724 |
| Current assets | 1,043,659 | 1,017 | 1,044,676 |
| Total assets | 3,411,640 | 6,973 | 3,418,612 |
| Liabilities | - | - | - |
| Loans | 574,934 | - | 574,934 |
| Other non-current liabilities | 437,731 | - | 437,731 |
| Deferred tax liabilities | 63,204 | 6,073 | 69,277 |
| Provisions | 11,099 | 900 | 11,999 |
| Non-current liabilities | 1,086,968 | 6,973 | 1,093,941 |
| Loans | 162,924 | - | 162,924 |
| Other current liabilities | 1,454,903 | - | 1,454,903 |
| Total current liabilities | 1,617,827 | - | 1,617,827 |
| Total liabilities | 2,704,795 | 6,973 | 2,711,768 |
| Shareholders' funds excluding non-controlling interests | 653,724 | - | 653,724 |
| Non-controlling interests | 53,120 | - | 53,120 |
| Total shareholders' funds | 706,844 | - | 706,844 |
| Total shareholders' funds and liabilities | 3,411,640 | 6,973 | 3,418,613 |
The fair value was determined through various valuation methodologies for each type of asset or liability, based on the best information available. The main adjustments to fair value made under this process were:
Sonae Investimentos is a group of retail and has five segments:
Sonae MC is the food retail unit, operating 41 Continente hypermarkets, 129 Continente Modelo supermarkets, 77 convenience stores Bom Dia, 256 stores operated under franchise Meu Super and 200 parapharmacy Well´s;
Worten that is included in the top 3 of Iberian electronic players, counting on a portfolio of 233 physical stores in Iberia;
Sports&Fashion directly operating 377 own stores sports and clothing products, combined with a franchise network;
Sonae RP is the retail real estate unit which actively manages properties of Sonae, composed mainly of stores operating under the brand Continente and under other brands of Sonae;
Maxmat is a company that operates in the retail DIY products, building and garden.
These operating segments have been identified taking into consideration that each of these segments have separate identifiable revenues and costs, separate financial information is produced, and its operating results are reviewed by management on which it makes decisions.
The list of Group companies and their businesses are detailed in Note 31.
The main operating segment information as at 31 March 2017, 2016 and 31 December 2016 can be detailed as follows:
| 31 March 2017 | Turnover | Depreciation and amortisation |
Provisions and impairment losses |
EBIT |
|---|---|---|---|---|
| Sonae MC | 854,715,239 | 23,720,639 | 92,641 | 5,773,815 |
| Worten | 217,706,859 | 6,529,882 | 185,913 | (5,258,512) |
| Sports & Fashion | 144,396,413 | 8,368,229 | 350,248 | (8,907,818) |
| Sonae RP | 22,921,431 | 6,097,838 | - | 13,957,097 |
| Maxmat | 16,994,235 | 458,239 | - | 188,072 |
| Others, eliminations and adjustments | (9,640,462) | 343,288 | - | (2,125,537) |
| Total consolidated | 1,247,093,715 | 45,518,114 | 628,802 | 3,627,117 |
| 31 March 2016 | Turnover | Depreciation and amortisation |
Provisions and impairment losses |
EBIT |
|---|---|---|---|---|
| Sonae MC | 829,682,081 | 21,867,449 | 217,234 | 8,258,392 |
| Worten | 216,493,836 | 6,064,784 | 95,372 | (6,191,099) |
| Sports & Fashion | 114,727,340 | 5,565,991 | 449,133 | (10,805,131) |
| Sonae RP | 24,395,643 | 5,889,902 | 6,600,000 | 72,592,989 |
| Maxmat | 15,367,778 | 503,278 | - | (161,089) |
| Others, eliminations and adjustments | (21,686,290) | 318,401 | - | (4,571,629) |
| Total consolidated | 1,178,980,389 | 40,209,805 | 7,361,739 | 59,122,433 |
| Investment (CAPEX) | Invested capital | ||||
|---|---|---|---|---|---|
| 31 March 2017 | 31 March 2016 | 31 March 2017 | 31 December 2016 | ||
| Sonae MC | 28,292,422 | 34,917,109 | 687,886,548 | 562,784,619 | |
| Worten | 6,031,500 | 5,672,532 | (25,907,272) | (53,491,326) | |
| Sports & Fashion | 7,699,229 | 7,144,755 | 380,027,369 | 372,504,176 | |
| Sonae RP | 8,450,769 | 8,938,718 | 913,901,992 | 930,735,887 | |
| Maxmat | 349,741 | 105,823 | 34,790,278 | 33,050,597 | |
| Others, eliminations and adjustments | (151,675) | (280,998) | 8,662,063 | 22,457,694 | |
| Total consolidated | 50,671,986 | 56,497,938 | 1,999,360,978 | 1,868,041,646 | |
| Turnover | 31 March 2017 Inter-group |
31 March 2016 Inter-group |
|
|---|---|---|---|
| Sonae MC | (567,175) | (440,435) | |
| Worten | (1,703,558) | (1,066,811) | |
| Sports & Fashion | (10,124,503) | (8,218,044) | |
| Sonae RP | (21,108,226) | (21,757,003) | |
| Total consolidated | (33,503,462) | (31,482,293) | |
| Turnover | EBIT | ||||
|---|---|---|---|---|---|
| 31 March 2017 | 31 March 2016 | 31 March 2017 | 31 March 2016 | ||
| Inter-segment income | (33,503,462) | (31,482,293) | - | - | |
| Equity method (Note 8.3) | - | - | (1,595,973) | (750,579) | |
| Contribution from companies not included in the segments |
- | - | 404,792 | (1,385,214) | |
| Others | 23,863,000 | 9,796,003 | (934,356) | (2,435,836) | |
| Others, eliminations and adjustments | (9,640,462) | (21,686,290) | (2,125,537) | (4,571,629) | |
| Investment | Invested capital | ||||
|---|---|---|---|---|---|
| 31 March 2017 | 31 March 2016 | 31 March 2017 | 31 December 2016 | ||
| Investments and loans granted | - | - | 53,054,036 | 51,712,737 | |
| Contribution from companies not included in the segments |
- | - | 1,989,311 | 8,308,455 | |
| Others | (151,675) | (280,998) | (46,381,284) | (37,563,498) | |
| Others, eliminations and adjustments | (151,675) | (280,998) | 8,662,063 | 22,457,694 |
All performance measures are reconciled to the financial statements in note 28.
Glossary:
Net Invested capital = Total net debt + total shareholder funds;
Net debt = Bonds + bank loans + other loans + shareholder loans + financial leases - cash, bank deposits, current investments.
Other eliminations and adjustments = Intra-groups + consolidation adjustments + contributions from other companies not included in the disclosed segments by do not fit in any reportable segment, ie are included in addition to Sonae Investimentos SGPS companies identified as "Other" in Note 31;
Investments (CAPEX) = Gross Investment in tangible and intangible assets and investments in acquisitions.
During the three month period ended at 31 March 2017 and 2016, the movements in tangible assets as well as accumulated depreciation and impairment losses are made up as follows:
| Tangible assets | |||||
|---|---|---|---|---|---|
| Land and buildings |
Plant and machinery |
Other tangible assets |
Tangible assets in progress |
Total tangible assets |
|
| Gross assets: | |||||
| Opening balance as at 1 January 2017 | 1,368,650,242 | 1,424,680,843 | 201,951,455 | 30,457,184 | 3,025,739,724 |
| Acquisitions | 673,905 | 757,718 | 446,394 | 39,035,549 | 40,913,566 |
| Disposals | (288,131) | (14,324,342) | (1,412,740) | (999,052) | (17,024,265) |
| Exchange rate effect | 1,153 | 1,851 | (11,357) | - | (8,353) |
| Transfers | 1,344,737 | 32,818,389 | 4,135,075 | (39,837,484) | (1,539,283) |
| Closing balance as at 31 March 2017 | 1,370,381,906 | 1,443,934,459 | 205,108,827 | 28,656,197 | 3,048,081,389 |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2017 | 397,006,243 | 869,466,288 | 152,371,902 | 110,824 | 1,418,955,257 |
| Depreciation of the period | 5,558,165 | 27,352,087 | 4,267,423 | - | 37,177,675 |
| Disposals | (282,664) | (13,425,911) | (1,331,877) | - | (15,040,452) |
| Exchange rate effect | 543 | - | (10,150) | - | (9,607) |
| Transfers | 43,779 | (38,772) | (212,990) | - | (207,983) |
| Closing balance as at 31 March 2017 | 402,326,066 | 883,353,692 | 155,084,308 | 110,824 | 1,440,874,890 |
| Carrying amount as at 31 March 2017 | 968,055,840 | 560,580,767 | 50,024,519 | 28,545,373 | 1,607,206,499 |
| Tangible assets | |||||
|---|---|---|---|---|---|
| Other | Tangible | Total | |||
| Land and | Plant and | tangible | assets | tangible | |
| buildings | machinery | assets | in progress | assets | |
| Gross assets: | |||||
| Opening balance as at 1 January 2016 | 1,339,900,206 | 1,319,040,930 | 180,728,612 | 24,060,810 | 2,863,730,558 |
| Acquisitions | 808,774 | 51,349 | 469,816 | 48,142,698 | 49,472,637 |
| Disposals | (31,977,821) | (11,463,647) | (1,132,874) | (1,902,778) | (46,477,120) |
| Exchange rate effect | 34,627 | (23) | 18,448 | - | 53,052 |
| Transfers | 6,991,198 | 28,212,193 | 3,134,884 | (37,654,683) | 683,592 |
| Closing balance as at 31 March 2016 | 1,315,756,984 | 1,335,840,802 | 183,218,886 | 32,646,047 | 2,867,462,719 |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2016 | 367,696,952 | 816,708,115 | 140,185,808 | - | 1,324,590,875 |
| Depreciation of the period | 4,876,509 | 25,622,875 | 3,881,204 | - | 34,380,588 |
| Impairment losses for the period (Note 22) | 6,600,000 | - | - | - | 6,600,000 |
| Disposals | (4,956,061) | (9,466,713) | (1,069,740) | - | (15,492,514) |
| Exchange rate effect | 33,656 | - | 16,487 | - | 50,143 |
| Transfers | 346,629 | (284,064) | (164,628) | - | (102,063) |
| Closing balance as at 31 March 2016 | 374,597,685 | 832,580,213 | 142,849,131 | - | 1,350,027,029 |
| Carrying amount as at 31 March 2016 | 941,159,299 | 503,260,589 | 40,369,755 | 32,646,047 | 1,517,435,690 |
The investment includes the acquisition of assets of approximately 40.9 million euro (49.5 million euro as at 31 March 2016), associated with the opening and remodeling of stores.
During the period ended as at 31 March 2016, several sale and leaseback transactions were accounted for by the Group. The accounting values of the disposed assets, approximately, 170.1 million euro, correspond to 16 real estate food retail assets located in Portugal and 3 Worten stores in Spain. These operations resulted in a cash inflow of 230 million euro and generated a net capital gain of approximately, 62.7 million euro (Note 24).
The most significant values under the caption "Tangible assets in progress" refer to the following projects:
| 31 March 2017 | 31 March 2016 | |
|---|---|---|
| Refurbishment and expansion of stores located in Portugal | 24,878,161 | 27,278,839 |
| Refurbishment and expansion of stores located in Spain | 1,131,165 | 437,825 |
| Projects of stores for which advance payments were made | 1,196,000 | 2,743,500 |
| Others | 1,340,047 | 2,185,883 |
| 28,545,373 | 32,646,047 |
The caption "Impairment losses for tangible assets" can be detailed as follows:
| Land and Buildings |
Plant and Machinery |
Other tangible assets |
Tangible assets in progress |
Total tangible assets |
|
|---|---|---|---|---|---|
| Impairment losses | |||||
| Opening balance as at 1 January 2017 | 90,802,912 | 28,067,641 | 555,437 | 110,824 | 119,536,814 |
| Disposals | - | (2,581,045) | (31,708) | - | (2,612,753) |
| Transfers | - | (8,575) | (34,948) | - | (43,523) |
| Closing balance as at 31 March 2017 (Note 22) | 90,802,912 | 25,478,021 | 488,781 | 110,824 | 116,880,538 |
During the three month period ended at 31 March 2017 and 2016, the movements in intangible assets as well as accumulated depreciation and impairment losses are made up as follows:
| Intangible assets | |||||
|---|---|---|---|---|---|
| Patents | Other | Intangible | Total | ||
| and other | intangible | assets | intangible | ||
| similar rights | assets | in progress | assets | ||
| Gross assets | |||||
| Opening balance as at 1 January 2017 | 166,652,955 | 378,595,941 | 27,309,726 | 572,558,622 | |
| Acquisitions | 1,000 | 191,451 | 8,306,748 | 8,499,199 | |
| Disposals | (92,263) | (4,950) | (342,120) | (439,333) | |
| Exchange rate effect | (16,235) | 5,388 | - | (10,847) | |
| Transfers | 78,332 | 3,437,909 | (3,777,118) | (260,877) | |
| Closing balance as at 31 March 2017 | 166,623,789 | 382,225,739 | 31,497,236 | 580,346,764 | |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2017 | 28,141,659 | 211,464,528 | - | 239,606,187 | |
| Depreciation of the period | 508,279 | 7,832,160 | - | 8,340,439 | |
| Disposals | (54,663) | (59) | - | (54,722) | |
| Exchange rate effect | (12,713) | 2,874 | - | (9,839) | |
| Transfers | - | (219) | - | (219) | |
| Closing balance as at 31 March 2017 | 28,582,562 | 219,299,284 | - | 247,881,846 | |
| Carrying amount as at 31 March 2017 | 138,041,227 | 162,926,455 | 31,497,236 | 332,464,918 | |
| Intangible assets | ||||
|---|---|---|---|---|
| Patents | Other | Intangible | Total | |
| and other | intangible | assets | intangible | |
| similar rights | assets | in progress | assets | |
| Gross assets | ||||
| Opening balance as at 1 January 2016 | 104,002,453 | 284,976,051 | 26,896,520 | 415,875,024 |
| Fair value of acquired assets (Note 3) | 11,559,000 | 13,132,000 | - | 24,691,000 |
| Opening balance as at 1 January 2016 Restated | 115,561,453 | 298,108,051 | 26,896,520 | 440,566,024 |
| Acquisitions | 48,000 | 80,536 | 6,845,316 | 6,973,852 |
| Disposals | (90,464) | (11,254) | (185,983) | (287,701) |
| Exchange rate effect | (4,394) | 28,192 | - | 23,798 |
| Transfers | 83,178 | 5,239,610 | (5,865,301) | (542,513) |
| Closing balance as at 31 March 2016 Restated | 115,597,773 | 303,445,135 | 27,690,552 | 446,733,460 |
| Accumulated depreciation | ||||
| and impairment losses | ||||
| Opening balance as at 1 January 2016 | 27,000,338 | 184,475,276 | - | 211,475,614 |
| Depreciation of the period | 214,363 | 5,614,854 | - | 5,829,217 |
| Disposals | (90,464) | (2,103) | - | (92,567) |
| Exchange rate effect | (3,202) | 14,494 | - | 11,292 |
| Transfers | - | 448 | - | 448 |
| Closing balance as at 31 March 2016 | 27,121,035 | 190,102,969 | - | 217,224,004 |
| Carrying amount as at 31 March 2016 Restated | 88,476,738 | 113,342,166 | 27,690,552 | 229,509,456 |
Goodwill is allocated to each of the operating segment and within each segment to each of the homogeneous groups of cash generating units.
Goodwill is allocated to each operating business segment, Sonae MC, Worten and Sports & Fashion, being afterwards distributed by each homogenous group of cash generating units, namely to each insignia within each segment and country, distributed by country and each of the properties in case of operating segment Sonae RP.
On 31 March 2017 and 31 December 2016, the caption "Goodwill" was made up as follows by insignia and country:
| 31 March 2017 | ||||||
|---|---|---|---|---|---|---|
| Portugal | Spain | Other countries | ||||
| Sonae MC | 435,108,109 | - | - | 435,108,109 | ||
| Worten | 53,422,018 | - | - | 53,422,018 | ||
| Sports & Fashion | 50,721,927 | - | - | 50,721,927 | ||
| Sonae RP | 3,089,453 | - | - | 3,089,453 | ||
| 542,341,507 | - | - | 542,341,507 |
| 31 December 2016 | |||||
|---|---|---|---|---|---|
| Portugal | Spain | Other countries | |||
| Sonae MC | 435,108,109 | - | - | 435,108,109 | |
| Worten | 53,422,018 | - | - | 53,422,018 | |
| Sports & Fashion | 50,626,432 | 95,495 | - | 50,721,927 | |
| Sonae RP | 3,089,453 | - | - | 3,089,453 | |
| 542,246,012 | 95,495 | - | 542,341,507 |
On 31 March 2017 and 2016, the movements in the caption goodwill as well as in the corresponding impairment losses, are as follows:
| 31 March 2017 | 31 March 2016 | |
|---|---|---|
| Gross value: | ||
| Opening balance | 549,983,175 | 526,058,679 |
| Re-allocation of Goodwill to fair value of assets | - | (18,960,204) |
| acquired (Note 3) | ||
| Opening balance restated | 549,983,175 | 507,098,475 |
| Other variations | - | (925,851) |
| Closing balance | 549,983,175 | 506,172,624 |
| Accumulated impairment | ||
| losses: | ||
| Opening balance | 7,641,668 | 7,641,668 |
| Increases | - | - |
| Closing balance | 7,641,668 | 7,641,668 |
| Carrying amount | 542,341,507 | 498,530,956 |
The Joint Venture and Associates, their head offices, percentage of share capital held and the value of the statement of financial position as at 31 March 2017 and 31 December 2016 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 31 March 2017 | 31 December 2016 | Statment of financial position | |||||
| Company | Head Office | Direct* | Total* | Direct* | Total* | 31 March 2017 | 31 December 2016 |
| 1) Sohi Meat Solutions - Distribuição de Carnes |
Santarém | 50.00% | 50.00% | 100.00% | 100.00% | 2,782,243 | - |
| Investments in joint ventures | 2,782,243 | - | |||||
| APOR- Agência para a Modernização do Porto, SA |
Porto | 22.75% | 22.75% | 22.75% | 22.75% | 267,518 | 323,194 |
| MDS SGPS, SA (consolidated) | Maia | 47.53% | 47.53% | 47.53% | 47.53% | 40,744,998 | 41,382,361 |
| MOVVO, SA | Porto | 25.58% | 25.58% | 25.58% | 25.58% | 2,657,529 | 2,793,649 |
| S2 Mozambique, SA | Maputo | 30.00% | 30.00% | 30.00% | 30.00% | 1,399,100 | 1,406,711 |
| Sempre a Postos - Produtos Alimentares e Utilidades, Lda |
Lisbon | 25.00% | 25.00% | 25.00% | 25.00% | 1,306,458 | 1,338,322 |
| Ulabox, S.L. | Barcelona | 39.18% | 39.18% | 39.18% | 39.18% | 3,245,071 | 3,817,381 |
| Investments in associated companies | 49,620,674 | 51,061,618 | |||||
| Total | 52,402,917 | 51,061,618 |
* the percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(ies) which hold(s) a participation, hold(s) this participation directly in the share capital of that company;
1) Sohi Meat Solutions, results from the agreement signed on 3 January 2017, the date on which a Joint Venture was formed between Sonae MC and Hilton Food Group. Since then, Sohimeat has been consolidated using the equity method due the loss of control (Note 14).
Joint ventures and associated companies were included in the consolidated financial statements by the equity method.
Summary financial information of joint ventures can be analyzed as follows:
| Sohi Meat | |
|---|---|
| Joint Ventures | 31 March 2017 |
| Assets | |
| Tangible and Intangible assets | 15,980,018 |
| Deferred tax assets | 131,502 |
| Non-current assets | 16,111,520 |
| Trade account receivables | 32,588,580 |
| Cash and cash equivalents | 5,057,472 |
| Other current assets | 11,784,799 |
| Current assets | 49,430,851 |
| Total assets | 65,542,371 |
| Liabilities | |
| Other non-current liabilities | 277,829 |
| Non-current liabilities | 277,829 |
| Trade creditors | 50,766,730 |
| Other current liabilities | 9,013,763 |
| Total current liabilities | 60,058,322 |
| Shareholders' funds excluding non-controlling interests |
5,206,220 |
| Total equity and liabilities | 65,542,371 |
| Sohi Meat | |
| Joint Ventures | 31 March 2017 |
| Total revenue | 60,555,808 |
| Other income | 7,607,068 |
| 68,162,876 | |
| External supplies and services | (1,936,361) |
| Staff costs | (1,711,345) |
| Operational expenses | (64,304,263) |
| (67,951,969) | |
| Financial results | 37 |
| Income taxation | (48,174) |
| Consolidated net income/(loss) for the year | 162,770 |
| Other comprehensive income for the period | - |
| Total comprehensive income for the period | 162,770 |
Summary financial information of associated companies can be analyzed as follows:
| 31 March 2017 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Associated Companies | MDS SGPS, SA (Consolidated) |
Sempre a Postos |
Ulabox | S2 Mozambique |
Others | |||
| Non-current assets | 61,647,605 | 1,100,968 | 1,249,773 | 3,669,341 | 985,923 | |||
| Current assets | 14,093,756 | 10,230,366 | 1,206,126 | 2,615,865 | 3,371,241 | |||
| Non-current liabilities | 23,942,409 | - | - | 94,196 | 2,240,946 | |||
| Total current liabilities | 21,588,040 | 5,734,938 | 1,609,023 | 1,474,007 | 1,007,149 | |||
| Shareholders' funds excluding non controlling interests |
30,210,912 | 5,596,396 | 846,876 | 4,717,004 | 1,109,069 | |||
| 31 December 2016 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Associated Companies | MDS SGPS, SA (Consolidated) |
Sempre a Postos |
Ulabox | S2 Mozambique |
Others | |||
| Non-current assets | 61,968,120 | 1,205,266 | 1,176,547 | 3,517,781 | 986,708 | |||
| Current assets | 18,759,708 | 10,371,548 | 1,662,970 | 1,838,977 | 3,316,322 | |||
| Non-current liabilities | 24,013,978 | - | - | - | 2,240,946 | |||
| Total current liabilities | 25,520,031 | 6,223,527 | 531,941 | 667,722 | 977,842 | |||
| Shareholders' funds excluding non controlling interests |
31,193,819 | 5,353,287 | 2,307,575 | 4,689,036 | 1,084,243 | |||
| 31 March 2017 | |||||||
|---|---|---|---|---|---|---|---|
| Associated Companies | MDS SGPS, SA (Consolidated) |
Sempre a Postos |
Ulabox | S2 Mozambique |
Others | ||
| Turnover | 11,331,579 | 12,279,909 | 2,361,562 | 1,783,914 | 216,896 | ||
| Other operational income | 99,294 | 723,466 | 99,522 | 46,363 | 21,697 | ||
| Operational expenses | (12,468,715) | (12,690,830) | (3,364,452) | (2,740,915) | (1,115,791) | ||
| Net finantial expense | (264,549) | 1,813 | - | 204,866 | (4,994) | ||
| Share of results of joint ventures and associetad companies |
3,689 | - | - | - | - | ||
| Taxation | 27,092 | (71,250) | - | (46,530) | - | ||
| Consolidated net income/(loss) for the period | (1,271,610) | 243,108 | (903,368) | (752,302) | (882,191) | ||
| Other comprehensive income for the period | - | - | - | - | - | ||
| Total comprehensive income for the period | (1,271,610) | 243,108 | (903,368) | (752,302) | (882,191) | ||
| 31 March 2016 | |||||
|---|---|---|---|---|---|
| Associated Companies | MDS SGPS, SA (Consolidated) |
Sempre a Postos |
Ulabox | Outros | |
| Turnover | 9,833,357 | 11,657,044 | 1,639,863 | 10,815 | |
| Other operational income | 143,826 | 882,216 | - | - | |
| Operational expenses | (10,139,671) | (12,307,530) | (2,468,849) | (89,401) | |
| Net finantial expense | (358,532) | 2,991 | - | - | |
| Taxation | 3,318 | (53,371) | - | - | |
| Consolidated net income/(loss) for the period | (517,702) | 181,350 | (828,986) | (78,586) | |
| Other comprehensive income for the period | - | - - |
- - |
- - |
|
| Total comprehensive income for the period | (517,702) | 181,350 | (828,986) | (78,586) |
During the period ended at 31 March 2017 and 2016, movements in investments in joint ventures and associates are as follows:
| 31 March 2017 | 31 March 2016 | |||||||
|---|---|---|---|---|---|---|---|---|
| Proportion on equity |
Goodwill | Total investment |
Proportion on equity |
Goodwill | Total investment |
|||
| Joint ventures | ||||||||
| Initial balance as at January,1 | - | - | - | - | - | - | ||
| Change of consolidation method | 2,703,451 | - | 2,703,451 | - | - | - | ||
| Equity method: | ||||||||
| Effect in gain or losses in joint ventures | 78,792 | - | 78,792 | - | - | - | ||
| 2,782,243 | - | 2,782,243 | - | - | - | |||
| Associated companies | ||||||||
| Initial balance as at January,1 | 22,403,095 | 28,658,523 | 51,061,618 | 21,073,725 | 26,508,602 | 47,582,327 | ||
| Acquisitions during the period | 102,049 | - | 102,049 | - | - | - | ||
| Equity method: | ||||||||
| Effect in gain or losses in associated companies |
(1,674,765) | - | (1,674,765) | (750,579) | - | (750,579) | ||
| Other effects on reserves | 131,772 | - | 131,772 | 414,888 | - | 414,888 | ||
| Total | 23,744,394 | 28,658,523 | 52,402,917 | 20,738,034 | 26,508,602 | 47,246,636 | ||
The value of the "Change in consolidation method for the loss of control" in the amount of 2,703,451 euro refers to Sohi Meat Solutions- Distribuição de Carnes, SA. This company results from the agreement signed on 3rd January 2017, the date on which a Joint Venture was formed between Sonae MC and Hilton Food Group PLC through a capital increase of this Group in Sohi Meat. Since then, Sohi Meat has been consolidated using the equity method (Note 14).
Other non-current investments, their head offices, percentage of share capital held and book value as at 31 March 2017 and 31 December 2016, are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 31 March 2017 | 31 December 2016 | Statment of financial position | |||||
| Company | Head Office | Direct | Total | Direct | Total | 31 March 2017 | 31 December 2016 |
| Dispar - Distrib. de Participações, SGPS, SA | Lisbon | 14.28% | 14.28% | 14.28% | 14.28% | 9,976 | 9,976 |
| Insco - Insular de Hipermerc., SA | Ponta Delgada | 10.00% | 10.00% | 10.00% | 10.00% | 925,197 | 925,197 |
| Other investments | 9,965,757 | 9,975,474 | |||||
| 10,900,930 | 10,910,647 |
As at 31 March 2017 the caption "Other investments" includes, among others, 9,956,041 euro (9,966,231 euro in 31 December 2016) related to deposited amounts on an Escrow Account which is applied in investment funds with superior rating, which is a guarantee for contractual liabilities assumed in the disposal of a Brazil Retail business and for which provisions were recorded in the applicable situations (Note 22 and 23).
As at 31 March 2017 and 31 December 2016, the movements in "Other investments" made up as follows:
| 31 March 2017 | 31 March 2016 | |||||
|---|---|---|---|---|---|---|
| Non Current | Current | Non Current | Current | |||
| Other investments: | ||||||
| Opening balance as at 1 January | 10,910,647 | - | 12,164,765 | - | ||
| Increases in the period | 473 | - | 336,083 | - | ||
| Decreases in the period | (10,190) | - | - | - | ||
| Increase/(Decrease) in fair value | - | - | (4,140) | - | ||
| Closing balance as at 31 March | 10,900,930 | - | 12,496,708 | - | ||
| Derivative financial instruments | ||||||
| Fair value as at 1 January | - | 4,207,972 | - | 2,506,086 | ||
| Increase/(Decrease) in fair value | - | (3,519,854) | - | (1,858,152) | ||
| Fair value as at 31 March (Note 18) | - | 688,118 | - | 647,934 | ||
| Total of Other Investments | 10,900,930 | 688,118 | 12,496,708 | 647,934 | ||
As at 31 March 2017 and 31 December 2016, "Other non-current assets" are detailed as follows:
| 31 March 2017 | 31 December 2016 | |
|---|---|---|
| Loans granted to related parties | 651,119 | 651,119 |
| Trade accounts receivable and other debtors | ||
| Bails (a) | 4,938,783 | 5,043,273 |
| Legal deposits (b) | 789,723 | 762,246 |
| Special regime for payment of tax and social security debts (c) | 6,213,629 | 6,213,629 |
| Amount receivable for selling the Modelo Cont.Seguros | 2,450,000 | 2,450,000 |
| Amount retained in the acquisition of the Salsa group | 2,463,875 | 2,463,875 |
| Others | 37,863 | 45,864 |
| 16,893,873 | 16,978,887 | |
| Accumulated impairment losses in other debtors (Note 22) | (2,498,383) | (2,450,000) |
| 14,395,490 | 14,528,887 | |
| Other non-current assets | 830,129 | 135,828 |
| 15,876,738 | 15,315,834 |
"Loans granted to related parties" refers to MDS SGPS, SA, these loans bear interest at market rates and have no defined maturity, since they are of a supply nature. It is estimated that its fair value does not differ significantly from its value in the statement of financial position.
Most significant values included in "Trade accounts receivable and other debtors" refers to:
understanding that the claims presented will have a favourable end to Sonae, reason why they were not object of provision.
As at 31 March 2017 and 31 December 2016, "Trade accounts receivable and other current assets" are detailed as follows:
| 31 March 2017 | 31 December 2016 | |
|---|---|---|
| Trade accounts receivable | 91,359,241 | 82,195,661 |
| Taxes recoverable | 48,213,506 | 44,761,264 |
| Granted loans to related companies | 47,596,481 | 35,310,075 |
| Other debtors | ||
| Trade suppliers - debtor balances | 42,574,471 | 41,190,501 |
| Disposal of investments | 40,000 | 21,585,746 |
| VAT recoverable on real estate assets | 4,427,002 | 3,723,869 |
| Accounts receivable from the disposal of tangible fixed assets | 2,327,293 | 2,303,985 |
| Vouchers and gift cards | 1,264,453 | 1,924,216 |
| Other debtors | 15,995,337 | 17,172,271 |
| 66,628,556 | 87,900,588 | |
| Other current assets | ||
| Commercial discounts | 64,431,089 | 35,631,051 |
| Insurance premiums paid in advance | 7,461,953 | 5,690,303 |
| Prepayments - Rents | 7,478,544 | 7,220,792 |
| Software licenses | 1,374,707 | 1,998,476 |
| Commissions to be received | 1,229,205 | 1,678,933 |
| Insurance indemnities | 1,571,823 | 1,509,212 |
| Condominiums management fee's | 191,882 | 738,978 |
| Interests to be received | 589,985 | 558,540 |
| Other current assets | 13,807,140 | 9,204,854 |
| 98,136,328 | 64,231,139 | |
| Accumulated impairment losses (Note 22) | (14,616,932) | (14,980,488) |
| 337,317,180 | 299,418,239 |
The caption "Granted loans to related companies" includes the amount of 47.6 million euro (35.3 million euro as at 31 December 2016) relating to the amount receivable from Sonae SGPS, SA resulting from the Inclusion of group companies in the special scheme for the taxation of groups of companies.
As at 31 December 2016, the caption "Disposal of financial investments" includes the amount of 21,009,032 euro related to the disposal of the subsidiary Imoconti which was received in 2017.
Deferred tax assets and liabilities as at 31 March 2017 and 31 December 2016 are as follows, taking into consideration its temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31 March 2017 | 31 December 2016 | 31 March 2017 | 31 December 2016 | |
| Difference between fair value and acquisition cost | 4,524,608 | 4,524,608 | 35,921,827 | 35,887,692 |
| Temporary differences on tangible and intangible assets | 1,648,587 | 1,646,837 | 66,154,306 | 64,538,394 |
| Provisions and impairment losses not accepted for tax purposes | 20,415,944 | 21,189,836 | - | - |
| Write off of tangible and intangible assets | 25,524 | 25,524 | 44,232 | 44,232 |
| Valuation of hedging derivatives | 102,616 | 86,933 | 21,948 | 626,051 |
| Revaluation of tangible assets | - | - | 1,011,817 | 1,040,637 |
| Tax losses carried forward | 18,615,448 | 18,565,479 | - | - |
| Reinvested capital gains/(losses) | - | - | 322,855 | 329,611 |
| Tax benefits | 531,085 | 531,867 | - | - |
| Others | 3,346,107 | 3,290,438 | 295,228 | 468,538 |
| 49,209,919 | 49,861,522 | 103,772,213 | 102,935,155 |
In accordance with the tax statements and tax estimates presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 31 March 2017 and 31 December 2016, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| 31 March 2017 | 31 December 2016 | ||||||
|---|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets |
Time limit | Tax losses carried forward |
Deferred tax assets |
Time limit | ||
| With limited time use | |||||||
| Generated in 2014 | 1,194,236 | 250,790 | 2026 | 1,194,236 | 250,790 | 2026 | |
| Generated in 2015 | 90,184 | 18,939 | 2027 | 90,184 | 18,939 | 2027 | |
| Generated in 2016 | 242,975 | 51,025 | 2028 | 242,980 | 51,025 | 2028 | |
| Generated in 2017 | 216,122 | 45,387 | 2029 | - | - | ||
| 1,743,517 | 366,141 | 1,527,400 | 320,754 | ||||
| Without limited time use | 72,854,031 | 18,249,307 | 72,840,938 | 18,244,725 | |||
| 74,597,548 | 18,615,448 | 74,368,338 | 18,565,479 | ||||
As at 31 March 2017 and 31 December 2016, the deferred taxes to be recognized arising from tax losses were evaluated. Deferred tax assets have only been recorded to the extent that future taxable profits will arise which might be offset against available tax losses or against deductible temporary differences. This assessment was based on the business plans of Sonae Investimentos companies, which are periodically reviewed and updated.
As at 31 March 2017 deferred tax assets related to tax losses generated in current and previous years, by Modelo Continente Hipermercados, S.A. Spanish Branch of Retail operating segment, amount to 14.1 million euro (14.1 million euro as at 31 December 2016). The mentioned tax losses can be recovered within the Income Tax Group established in Spain, according to Spanish law. Modelo Continente Hipermercados, S.A. Spanish Branch, as at 31 March 2017 and 31 December 2016, was the dominant entity within the group of companies taxed in accordance with the Spanish regime for taxing groups of companies.
As at 31 March 2017, there was tax losses carried forward, amounting to 303.8 million euro (295.1 million euro as at 31 December 2016) for which no deferred tax assets were recognized due to uncertainties of their future use.
| 31 March 2017 | 31 December 2016 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax credit |
Time limit | Tax losses carried forward |
Deferred tax credit |
Time limit | |
| With limited time use | ||||||
| Generated in 2012 | 1,987,314 | 417,336 | 2017 | 2,099,873 | 440,973 | 2017 |
| Generated in 2013 | 809,338 | 169,961 | 2018 | 809,338 | 169,961 | 2018 |
| Generated in 2016 | 412 | 87 | 2028 | 412 | 87 | 2028 |
| Generated in 2017 | - | - | 2029 | |||
| 2,797,064 | 587,384 | 2,909,623 | 611,021 | |||
| Without limited time use | 300,954,458 | 76,782,346 | 292,183,274 | 74,572,733 | ||
| With a time limit different from the above mentioned |
39,536 | 8,201 | 34,819 | 6,864 | ||
| 303,791,058 | 77,377,931 | 295,127,716 | 75,190,618 |
As at 31 March 2017 and 31 December 2016 "Cash and cash equivalents" can be detailed as follows:
| 31 March 2017 | 31 December 2016 | |
|---|---|---|
| Cash at hand | 8,825,795 | 9,038,215 |
| Bank deposits | 64,486,453 | 110,676,690 |
| Treasury applications | 10,937 | 11,286 |
| Cash and cash equivalents on the statement of financial position |
73,323,185 | 119,726,191 |
| Bank overdrafts (Note 17) | (20,991,680) | (17,729,578) |
| Cash and cash equivalents on the statement of cash flows | 52,331,505 | 101,996,613 |
Bank overdrafts are disclosed in the statement of financial position under Current bank loans.
In 2016 an agreement was reached between the Group and an entity specialized in the processing and packaging of meat with the objective of realizing a joint venture to operate the Meat Processing Center. This partnership was deal in January 2017, which is why as at 31 December 2016, we transferred the related assets and liabilities to the asset and liability items held for sale. The detail of these figures is as follows:
| Amounts in euro | 31 december |
|---|---|
| 2016 | |
| Tangible and Intangible assets | 17,057,018 |
| Deferred tax assets | 166,792 |
| Inventories | 1,850,977 |
| Other current assets | 445,762 |
| Caixa e equivalentes de caixa | 2,000 |
| Assets available for sale | 19,522,549 |
| Other non-current liabilities | 284,632 |
| Trade creditors | 2,802,583 |
| Other current liabilities | 8,639,528 |
| Liabilities available for sale | 11,726,743 |
As at 31 March 2017, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares which do not hold right to any fixed income, with a nominal value of 1 Euro each.
As at 31 March 2017 and 31 December 2016, the subscribed share capital was held as follows:
| Company | 31 March 2017 |
31 December 2016 |
|---|---|---|
| Sonae, SGPS, S.A. | 25.029% | 25.029% |
| Sonaecenter Serviços, SA | 51.827% | 51.827% |
| Sonae Investments, BV | 13.142% | 13.142% |
| Sonae MC-Modelo Continente, SGPS, SA | 10.000% | 10.000% |
| Libra Serviços, Lda | 0.002% | 0.002% |
As at 31 March 2017, Efanor Investimentos, SGPS, S.A. and its subsidiaries held 52.48% of the share capital of Sonae, SGPS, S.A., which holds directly and indirectly 100% of the other entities who hold the company's share capital.
As at 31 March 2017 and 31 December 2016, Sonae Investimentos holds 10% of treasury shares. Following the mentioned acquisition free reserves amounting to the cost of the above mentioned shares were made unavailable, in accordance with commercial legislation (Art. 324 of "CSC"). The distribution of this reserve depends on the termination or disposal of the treasury shares.
As at 31 March 2017 and 31 December 2016, non-controlling interests are detailed as follows:
| 31 March 2017 | |||||
|---|---|---|---|---|---|
| Equity | Net Profit/ (Loss) | Statment of financial position |
Proportion in income |
Dividends/ Income received |
|
| Investments Funds | 274,664,214 | 3,986,230 | 30,419,892 | 370,235 | - |
| IVN - Serviços Partilhados, SA | 61,048,619 | 676,094 | 30,524,310 | 338,047 | - |
| Others | 51,572,342 | (194,707) | 23,718,762 | 77,202 | (111,750) |
| Total | 387,285,175 | 4,467,617 | 84,662,964 | 785,484 | (111,750) |
| 31 December 2016 | |||||
|---|---|---|---|---|---|
| Equity | Net Profit/ (Loss) | Statment of financial position |
Proportion in income |
Dividends/ Income received |
|
| Investments Funds | 270,677,984 | 32,315,645 | 31,029,671 | 1,863,867 | (1,235,677) |
| IVN - Serviços Partilhados, SA | 60,453,882 | 5,930,459 | 30,226,941 | 2,965,230 | - |
| Others | 52,019,026 | 4,361,367 | 23,764,176 | 1,756,499 | (114,810) |
| Total | 383,150,892 | 42,607,471 | 85,020,788 | 6,585,596 | (1,350,487) |
Movements in non-controlling interests during the periods ended as at 31 March 2017 and 2016 are as follows:
| 31 March 2017 | ||||
|---|---|---|---|---|
| Investments Funds |
IVN - Serviços Partilhados, SA |
Others | ||
| Balance as at 1 January | 31,029,671 | 30,226,941 | 23,764,176 | 85,020,788 |
| Dividends distributed | - | - | (111,750) | (111,750) |
| Changes in shareholding interests | (980,014) | - | - | (980,014) |
| Exchange rate effect | - | - | 1,490 | 1,490 |
| Changes in hedge reserves | - | (40,678) | (12,356) | (53,034) |
| Profit for the period attributable to non-controlling interests | 370,235 | 338,047 | 77,202 | 785,484 |
| Closing balance | 30,419,892 | 30,524,310 | 23,718,762 | 84,662,964 |
| Investments Funds |
Others | Total | ||
| Balance as at 1 January | 30,390,421 | 21,902,464 | 52,292,885 | |
| Dividends distributed | - | (114,810) | (114,810) | |
| Changes in shareholding interests | 134,197 | - | 134,197 | |
| Exchange rate effect | - | 10,091 | 10,091 | |
| Changes in hedge reserves | - | (41,598) | (41,598) | |
| Profit for the period attributable to non-controlling interests | 752,069 | 87,282 | 839,351 | |
| Closing Balance | 31,276,687 | 21,843,429 | 53,120,116 |
| As at 31 March 2017 and 31 December 2016, "Loans" are made up as follows: | ||
|---|---|---|
| --------------------------------------------------------------------------- | -- | -- |
| 31 March 2017 Outstanding amount |
31 December 2016 | |||
|---|---|---|---|---|
| Outstanding amount | ||||
| Current | Non Current | Current | Non Current | |
| Bank loans | ||||
| Sonae Investimentos, SGPS, S.A. - commercial paper | 100,000,000 | 300,000,000 | 148,000,000 | 121,000,000 |
| Subsidiary of Sonae Investimentos 2014/2020 | - | 50,000,000 | - | 50,000,000 |
| Subsidiary of Sonae Investimentos 2015/2020 | - | 55,000,000 | - | 55,000,000 |
| Subsidiary of Sonae Investimentos 2015/2019 | 5,000,000 | 35,000,000 | 5,000,000 | 35,000,000 |
| Others | 5,135,270 | 18,787,758 | 6,678,849 | 20,540,714 |
| 110,135,270 | 458,787,758 | 159,678,849 | 281,540,714 | |
| Bank overdrafts (Note 13) | 20,991,680 | - | 17,729,578 | - |
| Up-front fees beared with the issuance of loans | - | (235,206) | - | (265,801) |
| Bank loans | 131,126,950 | 458,552,552 | 177,408,427 | 281,274,913 |
| Bonds | ||||
| Bonds Sonae Investimentos /June 2013/ 2018 | - | - | - | 50,000,000 |
| Bonds Sonae Investimentos SGPS/ December 2015/2020 | - | 50,000,000 | - | 50,000,000 |
| Bonds Sonae Investimentos SGPS/ May 2015/2020 | - | 75,000,000 | - | 75,000,000 |
| Bonds Sonae Investimentos SGPS/ December 2015/2020 | - | 30,000,000 | - | 30,000,000 |
| Bonds Sonae Investimentos SGPS/ June 2016/2021 | - | 95,000,000 | - | 95,000,000 |
| Bonds Sonae Investimentos SGPS/ September 2016/2021 | 3,000,000 | 12,000,000 | 3,000,000 | 12,000,000 |
| Bonds IVN 2016/2023 | 5,000,000 | 30,000,000 | 5,000,000 | 30,000,000 |
| Up-front fees beared with the issuance of loans | (1,483) | (1,813,630) | (1,483) | (1,993,142) |
| Bonds | 7,998,517 | 340,186,370 | 7,998,517 | 340,006,858 |
| Other loans | 12,030 | 1,335,080 | 12,030 | 1,335,080 |
| Derivative instruments (Note 18) | 663,832 | - | 358,117 | - |
| Other loans | 675,862 | 1,335,080 | 370,147 | 1,335,080 |
| Obligations under finance leases | 524,441 | 872,286 | 550,624 | 953,990 |
| 140,325,770 | 800,946,288 | 186,327,715 | 623,570,841 |
The average interest rate at 31 March 2017 of bonds and loans was 1.32% (1.44% on 31 December 2016). These bonds and bank loans bear interests at variable interest rates indexed to Euribor.
The derivative instruments are recorded at fair value (Note 18).
The repayment schedule of the nominal value of borrowings (including bank loans and obligations under finance leases) is summarized as follows:
| 31 March 2017 | 31 December 2016 | ||
|---|---|---|---|
| N+1 | 139,663,421 | 185,971,081 | |
| N+2 | 128,497,429 | 78,894,669 | |
| N+3 | 147,299,779 | 47,687,327 | |
| N+4 | 274,767,273 | 274,784,071 | |
| N+5 | 235,930,644 | 207,463,717 | |
| After N+5 | 16,500,000 | 17,000,000 | |
| 942,658,545 | 811,800,865 |
The maturities above were estimated in accordance with the contractual terms of loans and taking into account the expectation of Sonae Investimentos as to its amortisation date.
Under the credit facilities and commercial paper programs with firm commitments, the Group has 272 million euro credit facilities available to meet its liquidity requirements, as follows:
| 31 March 2017 | 31 December 2016 | ||||
|---|---|---|---|---|---|
| Commitments of less than one year |
Commitments of more than one year |
Commitments of less than one year |
Commitments of more than one year |
||
| Unused credit facilities Agreed credit facilities |
48,568,052 168,260,000 |
223,500,000 565,000,000 |
52,769,017 218,260,000 |
348,000,000 511,000,000 |
Additionally, as at 31 March 2017, Sonae Investimentos has, as detailed in Note 13 "Cash and cash equivalents", the value of 73,323,185 euro (119,726,191 euro on 31 December 2016).
In what concerns financial risk management policy, Sonae Investimentos essentially uses exchange rate derivatives to hedge future cash flows that occur in the next 12 months.
Sonae Investimentos entered into several exchange rate forwards in order to manage its exchange rate exposure.
The fair value of exchange rate derivatives hedging instruments, calculated based on present market value of equivalent financial instruments of exchange rate, is 663,832 euro as liabilities (358,117 euro as at 31 December 2016) and 688,118 euro as assets (4,207,972 euro as at 31 December 2016).
The computation of the fair value of these financial instruments was made taking into consideration the present value at statement of financial position date of the forward settlement amount in the maturity date of the contract. The settlement amount considered in the valuation, is equal to the currency notional amount (foreign currency) multiplied by the difference between the contracted forward exchange rate and the forward exchange market rate at that date as at the valuation date.
Losses in the period arising from changes in the fair value of instruments that do not qualify for hedging accounting treatment were recorded directly in the income statement in the captions "Financial income" or "Financial expenses".
Gains and losses for the year associated with the change in market value of derivative instruments are recorded under the caption "Hedging reserve" when considered cash flow hedging and when considered as fair value hedging are recorded under the caption "Financial income" or "Financial expenses". The change in fair value of derivative instruments when considered speculation is recorded in the income statement under "Other expenses".
Sonae Investimentos does not have any interest rate hedging derivatives recorded as at 31 March 2017.
As at 31 March 2017 no contracts existed related to interest rate and exchange rate derivatives at the same time.
The fair value of derivatives is detailed as follows:
| Assets | Liabilities | |||
|---|---|---|---|---|
| 31 March 2017 31 December 2016 |
31 March 2017 | 31 December 2016 | ||
| Hedging derivatives | ||||
| Exchange rate | 688,118 | 4,207,972 | 663,832 | 358,117 |
| 688,118 | 4,207,972 | 663,832 | 358,117 |
As at 31 March 2017 and 31 December 2016, the caption "Other non-current liabilities" is detailed as follows:
| 31 March 2017 | 31 December 2016 | |
|---|---|---|
| Shareholders loans | 400,020,093 | 400,001,807 |
| Other non-current liabilities | 1,806,389 | 1,044,316 |
| Share based payments (Note 20) | 1,222,186 | 1,759,823 |
| Deferred of revenue from the sale of warranties extention | 15,296,163 | 15,051,644 |
| Accruals and deferrals | 3,733,313 | 3,102,521 |
| Other non-current liabilities | 422,078,144 | 420,960,111 |
The caption "Shareholders loans" includes a subordinate bond loan, with a fixed interest rate, repayable after 10 years issued by Sonae Investimentos at market conditions on 28 December 2010 amounting to 400,000,000 euro corresponding to 8,000 bonds with a nominal value of 50,000 euro each, with a flat rate and repayment at the end of the loan period. The fair value of this loan on 31 March 2017 is 52,824 euro (52,994 euro as at 31 December 2016) per obligation having been determined based on discounted cash flows method and using as reference stock market values and there is no indication of impairment of the loan.
As at 31 March 2017, the caption "Other non-current liabilities" includes 638,021 euro (628,119 euro as at 31 December 2016) mainly refers to the estimated amounts to fulfil the legal and tax obligations of a Brazilian subsidiary which were considered appropriate to face up to future losses on lawsuits and for which legal deposits exist, which are recorded under the caption "Other non-current assets" (Note 10).
In 2017 and in previous years, Sonae Investimentos Group granted deferred performance bonuses to its directors and eligible employees. These are based on shares to be acquired at nil cost or with discount, three years after they were attributed to the employee. The purchase can be exercised during the period between the third anniversary of the grant date and the end of that year. The company has the choice to settle its responsibilities in cash instead of shares. The option can only be exercised if the employee still works for Sonae Group on the vesting date.
Liabilities arising from deferred performance bonuses as at 31 March 2017 and 31 December 2016 are made up as follows:
| Number of shares | Fair Value | ||||||
|---|---|---|---|---|---|---|---|
| Grant year | Vesting year |
Number of participants |
31 March 2017 | 31 December 2016 | 31 March 2017 | 31 December 2016 | |
| Shares | |||||||
| 2014 | 2017 | 62 | 2,269,192 | 2,269,192 | 2,202,728 | 1,983,274 | |
| 2015 | 2018 | 74 | 1,605,213 | 1,717,914 | 1,627,891 | 1,501,457 | |
| 2016 | 2019 | 82 | 2,111,405 | 2,604,753 | 2,444,372 | 2,276,555 | |
| 2017 | 2020 | 82 | 3,169,176 | - | 2,444,372 | - | |
| Total | 9,154,986 | 6,591,859 | 8,719,362 | 5,761,286 |
As at 31 March 2017 and 31 December 2016 the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which has not yet vested:
| 31 March 2017 | 31 December 2016 | |
|---|---|---|
| Staff costs | 902,734 | 1,144,484 |
| Recorded in previous years | 3,743,097 | 2,598,612 |
| 4,645,831 | 3,743,096 | |
| Other non-current liabilities (Note 19) | 1,222,186 | 1,759,823 |
| Other current liabilities (Note 21) | 3,423,645 | 1,983,273 |
| 4,645,831 | 3,743,096 |
The share based payment plan costs are recognized during the years between the grant and vesting date as staff costs.
As at 31 March 2017 and 31 December 2016 the caption "Trade creditors and other current liabilities" can be detailed as follows:
| 31 March 2017 | 31 December 2016 | |
|---|---|---|
| Trade creditors | 1,013,919,575 | 1,123,715,076 |
| Taxes payable | 54,365,511 | 70,345,394 |
| Other creditors | ||
| Tangible asset suppliers | 31,240,399 | 71,890,515 |
| Related undertakings | 90,378,672 | 44,396,659 |
| Other debts | 40,909,040 | 39,551,618 |
| 162,528,111 | 155,838,792 | |
| Other current liabilities | ||
| Holiday pay and bonuses | 113,022,173 | 109,219,524 |
| Other external supplies and services | 31,590,499 | 34,617,917 |
| Deferred of revenue from the sale of warranties extention | 45,844,601 | 45,073,283 |
| Marketing expenses | 10,413,584 | 11,619,869 |
| Charges made on the sale of real estate | 17,433,613 | 17,558,769 |
| Accrued income - rents | 8,311,588 | 7,953,466 |
| Share based payments (Note 20) | 3,423,645 | 1,983,273 |
| Interest payable to Others | 11,175,644 | 1,688,638 |
| Real estate municipality tax | 2,609,777 | 2,154,473 |
| Others | 10,651,819 | 9,431,793 |
| 254,476,943 | 241,301,005 | |
| 1,485,290,140 | 1,591,200,267 | |
The caption "Related undertakings" includes:
The caption "Other debts" includes:
Movements in "Provisions and impairment losses", for the three month period ended as at 31 March 2017 and 2016, were as follows:
| Caption | Balance as at 1 January 2017 |
Increase | Decrease | Balance as at 31 March 2017 |
|---|---|---|---|---|
| Accumulated impairment losses on tangible assets (Note 5) | 119,536,814 | - | (2,656,276) | 116,880,538 |
| Accumulated impairment losses on intangible assets | 1,497,024 | - | - | 1,497,024 |
| Accumulated impairment losses on other non current assets (Note 10) |
2,450,000 | 48,383 | - | 2,498,383 |
| Accumulated impairment losses on trade accounts receivable and other debtors (Note 11) |
14,980,488 | 628,802 | (992,358) | 14,616,932 |
| Non current provisions | 16,006,272 | 139,335 | (20,000) | 16,125,607 |
| Current provisions | 3,204,001 | 4,565 | - | 3,208,566 |
| 157,674,599 | 821,085 | (3,668,634) | 154,827,050 | |
| Caption | Balance as at 1 January 2016 Restated |
Increase | Decrease | Balance as at 31 March 2016 Restated |
|---|---|---|---|---|
| Accumulated impairment losses on tangible assets (Note5) | 134,000,955 | 6,600,000 | (15,194,681) | 125,406,274 |
| Accumulated impairment losses on intangible assets | 1,497,024 | - | - | 1,497,024 |
| Accumulated impairment losses on other non current assets | 2,450,000 | - | - | 2,450,000 |
| Accumulated impairment losses on trade accounts receivable and other debtors |
15,236,228 | 955,526 | (497,711) | 15,694,043 |
| Non current provisions | 11,585,642 | 1,249,617 | (836,039) | 11,999,220 |
| Current provisions | 2,819,950 | - | - | 2,819,950 |
| 167,589,799 | 8,805,143 | (16,528,431) | 159,866,511 |
The caption "Non-current Provisions" and "Current Provisions" includes:
8,648,772 euro (8,521,318 euro as at 31 December 2016) relating to non-current contingencies assumed by the Company, when selling its subsidiary Sonae Distribuição Brasil, S.A. in 2005. The evolution of the provision between years is associated with the evolution of the real against the euro. This provision is being used in the moment at the liabilities are materialized, being constituted based on the best estimate of the expenses to be incurred with such liabilities and that result from a significant set of processes of a civil and labour nature and of small value; and
the estimated liabilities incurred by the Group on the sale of warranty extension programs on products traded by Worten operating segment in the amount of 1,449,195 euro (1,449,195 euro as at 31 December 2016). These extensions are granted for a period of one to three years after the end of the legal mandatory warranty provided by the manufacturers.
Impairment losses are deducted from the book value of the corresponding asset.
As at 31 March 2017 and 31 December 2016, the major "Contingent liabilities" were guarantees given, which can be detailed as follows:
| Garantees and sureties given | 31 March 2017 | 31 December 2016 |
|---|---|---|
| on tax claims on judicial claims on municipal claims for proper agrement fulfillment |
978,247,958 819,738 8,378,511 15,273,348 |
980,164,471 816,509 8,048,110 22,339,055 |
| other guarantees | 9,931,334 | 10,525,488 |
The main tax claims, for which bank guarantees or sureties were provided, can be detailed as follows:
Some retail operating segment subsidiaries of the Company granted guarantees or securities in favour of the Portuguese Tax Administration, associated with tax claims for additional VAT payment amounting to 556.7 million euro (556.7 million euro as at 31 December 2016) related to the period from 2004 to 2013, which the Company has presented, or has the intention of presenting, a tax appeal. Portuguese tax authorities claim that the Company should have invoiced VAT related to promotional discounts invoiced to suppliers which depend on the purchases made by the Group during the year, as it considers that the discounts correspond to services rendered by the company. Tax authorities also claim that the company should not have deducted VAT from discount vouchers used by its non-corporate clients;
Sureties in the amount of, approximately, 60 million euro as a result of a tax appeal presented by the Company concerning an additional tax assessment by Tax authorities, relating to 31 December 2005, following the correction of taxable income for that period as Tax authorities did not accept the recognition of tax losses incurred after the liquidation of a subsidiary of Sonae Investimentos, since it considered that the cover of losses in that subsidiary should not be part of its acquisition cost, which is not in accordance with previous assessments of Tax Authorities;
Sureties in the amount of, approximately 50 million euro, following a tax appeal presented by the Company concerning additional tax assessments made by Tax authorities, relating to 31 December 2002, which refer to the non-acceptance by Tax authorities of tax losses arising on the sale and liquidation of a subsidiary of the Group;
Fiscal lawsuit related to rent tax, concerning a subsidiary of the Company in Brazil, in the amount of, approximately, 19.4 million euro (65.6 million Brazilian real), which is being judged by a tax court, for which there were granted guarantees in the amount of 49.1 million euro (165.9 million Brazilian real). The difference between the value of the contingency and the value of the guarantee relates with the update of the related responsibility.
Within the framework of regularization of tax debts to Tax Authorities, (Outstanding Debts Settlement of Tax and Social Security - Decree of Law 151-A/2013 (RERD) e Decree of Law 248-A/2002 (PMFL)), the Group made voluntarily tax payments in the amount of, approximately, 22 million euro, having the respective guarantees been eliminated. The related tax appeals continue in courts, having the maximum contingencies been reduced through the elimination of fines and interests related with these tax assessments.
As permitted by law, the Group maintains the legal proceedings, in order to establish the recovery of those amounts, having recorded as an asset the amounts related with income taxes paid under those plans (Note 10).
Following the disposal of a subsidiary in Brazil, Sonae guaranteed to the buyer of the subsidiary all the losses incurred by that company arising on unfavorably decisions not open for appeal, concerning tax lawsuits on transactions that took place before the sale date (13 December 2005) and that exceed 40 million euro. As at 31 December 2016, the amount claimed by the Brazilian Tax Authorities, concerning the tax lawsuits still in progress, which the company's lawyers assess as having a high probability of loss, plus the amounts already paid (28.5 million euro) related to programs for the Brazilian State of tax recovery, amount to near 32.4 million euro (32.4 million euro at 31 December 2016). Furthermore, there are other tax assessments totaling 60.8 million euro (60.8 million euro as at 31 December 2016) for which the Board of Directors, based on its lawyers' assessment, understands will not imply future losses to the former subsidiary.
No provision has been recorded to face risks arising from events related to guarantees given, as the Board of Directors considers that no liabilities will result for Sonae Investimentos.
| 31 March 2017 | 31 March 2016 | |
|---|---|---|
| Supplementary income | 154,151,042 | 145,165,249 |
| Prompt payment discounts received | 5,992,590 | 6,404,761 |
| Exchange differences | 5,471,363 | 5,934,271 |
| Own work capitalised | 2,404,416 | 2,168,081 |
| Gains on disposal of assets | 72,440 | 64,175,793 |
| Impairment losses and provisions reversals | 957,731 | 1,664,527 |
| Others | 570,196 | 1,479,322 |
| 169,619,777 | 226,992,004 |
The caption "Supplementary income" relates mainly to promotional campaigns carried out in the stores of retail segment, reimbursed by the Sonae Investimentos´s partners.
As at 31 March 2016, under the caption of "Gains on sales of assets" are included gains related to the operation of "Sale & Leaseback" amounting to 62.7 million euro (Note 5).
The income taxes recognized in the three month period ended on 31 March 2017 and 2016 are detailed as follows:
| 31 March 2017 | 31 March 2016 | |
|---|---|---|
| Current tax | (3,936,203) | 17,837,578 |
| Deferred tax | 2,122,069 | (7,252,101) |
| (1,814,134) | 10,585,477 |
Balances and transactions with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | |||
|---|---|---|---|---|
| Transactions | 31 March 2017 | 31 March 2016 | 31 March 2017 | 31 March 2016 |
| Parent company | 378,082 | 349,022 | 443,933 | 500,743 |
| Jointly controlled companies | 9,748,897 | - | 59,494,640 | - |
| Associated companies | 9,872,071 | 8,702,542 | 120,615 | 78,757 |
| Other related parties 1) | 13,297,830 | 14,378,047 | 14,622,483 | 18,275,790 |
| 33,296,880 | 23,429,611 | 74,681,671 | 18,855,290 | |
| Interest income | Interest expenses | |||
| Transactions | 31 March 2017 | 31 March 2016 | 31 March 2017 | 31 March 2016 |
| Parent company | - | - | 144,037 | 8,445,506 |
| Jointly controlled companies | - | - | - | - |
| Associated companies | 4,607 | 4,952 | - | - |
| Other related parties 1) | - | - | 8,000,000 | 130,615 |
| 4,607 | 4,952 | 8,144,037 | 8,576,121 |
| Accounts receivable | Accounts payable | |||
|---|---|---|---|---|
| Balances | 31 March 2017 | 31 December 2016 | 31 March 2017 | 31 December 2016 |
| Parent company | 47,869,817 | 35,783,208 | 90,584,106 | 46,399,686 |
| Jointly controlled companies | 8,870,807 | - | 32,227,625 | - |
| Associated companies | 4,657,497 | 5,663,219 | 531,695 | 621,579 |
| Other related parties 1) | 15,860,109 | 43,501,277 | 21,624,491 | 29,620,444 |
| 77,258,230 | 84,947,704 | 144,967,917 | 76,641,709 | |
| Loans | ||||
| Obtained | Granted | |||
| Balances | 31 March 2017 | 31 December 2016 | 31 March 2017 | 31 December 2016 |
| Parent company | - | - | - | - |
| Associated companies | - | - | 651,119 | 660,663 |
| Other related parties 1) | 400,027,000 | 400,027,000 | - | - |
| 400,027,000 | 400,027,000 | 651,119 | 660,663 |
1) "Other related parties" are considered to be related party affiliates or companies under joint control of Efanor SGPS, SA that are not included in Sonae Investimentos, including companies belonging to the Sonae Group, Sonae Indústria and Sonae Capital, and minority shareholders of subsidiaries of the Group.
The amounts recorded as loans granted from other relating parties represent borrowings from shareholders of subsidiary companies which bear interests at market rates.
Granted loans to associated companies, refer to values of loans granted to associated company MDS, SGPS, SA. (651.119 euros as at 31 March de 2017 and 31 December 2016) (Note 11).
Earnings per share for the three month period ended on 31 March 2017 and 2016 were calculated taking into consideration the following amounts:
| 31 March 2017 | 31 March 2016 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings per share (consolidated profit for the period) |
(7,363,828) | 31,504,564 |
| Net profit taken into consideration to calculate diluted earnings per share |
(7,363,828) | 31,504,564 |
| Number of shares | ||
| Weighted average number of shares used to calculated basic earnings per share |
900,000,000 | 900,000,000 |
| Weighted average number of shares used to calculated diluted earnings per share |
900,000,000 | 900,000,000 |
| Earnings per share (basic and diluted) | (0.008182) | 0.035005 |
On 31 March 2017 and 2016 there is no dilutive effect on the number of shares outstanding.
In the Management Report, and for the purposes of calculating financial indicators as EBIT, EBITDA and Underlying EBITDA the consolidated income statement is divided between Direct Income and Indirect Income.
The Indirect Income includes: (i) impairment of real estate assets for retail, (ii) decreases in goodwill, (iii) provisions (net of tax) for possible future liabilities, and impairments related to non-core investments, businesses and discontinued assets (or to be discontinued / repositioned), (iv) valuation results based on the methodology "mark-to-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues.
The value of EBITDA is calculated in the direct income component, i.e. excluding the indirect contributions.
The reconciliation between consolidated income and direct-indirect income for the periods ended 31 March 2017 and 2016 can be summarised as follows:
| 31 March 2017 | 31 March 2016 | ||||||
|---|---|---|---|---|---|---|---|
| Consolidated | Indirect | Direct | Consolidated | Indirect | Direct | ||
| accounts | income | income | accounts | income | income | ||
| Turnover | 1,247,093,715 | - | 1,247,093,715 | 1,178,980,389 | - | 1,178,980,389 | |
| Investment income | |||||||
| Dividends and other adjustments | - | - | - | 1,582 | - | 1,582 | |
| Impairment losses reversal | 973,038 | - | 973,038 | 833,404 | - | 833,404 | |
| Others | 168,526,739 | - | 168,526,739 | 162,515,964 | - | 162,515,964 | |
| Total income | 1,416,593,492 | - | 1,416,593,492 | 1,342,331,339 | - | 1,342,331,339 | |
| Total expenses | (1,363,474,238) | (194,030) | (1,363,280,208) | (1,296,088,884) | (188,850) | (1,295,900,034) | |
| Depreciation and amortisation | (45,518,114) | - | (45,518,114) | (40,209,805) | - | (40,209,805) | |
| Losses on tangible and intangible assets Provisions and impairment |
(545,398) - |
- - |
(545,398) - |
(1,209,309) - |
- - |
(1,209,309) - |
|
| Others | (628,802) | - | (628,802) | (7,361,739) | - | (7,361,739) | |
| Profit before financial results and share of | |||||||
| results in joint ventures and associated companies |
6,426,939 | (194,030) | 6,620,970 | (2,538,397) | (188,850) | (2,349,546) | |
| Non recorrent items | (1,397,880) | - | (1,397,880) | 62,224,175 | - | 62,224,175 | |
| Financial profit/(loss) | (11,825,565) | - | (11,825,565) | (16,005,807) | - | (16,005,807) | |
| Share of results in joint ventures and associated | |||||||
| undertakings | |||||||
| MDS | (774,098) | - | (774,098) | (516,683) | - | (516,683) | |
| Ulabox | (572,310) | - | (572,310) | - | - | - | |
| Others | (249,565) | - | (249,565) | (233,896) | - | (233,896) | |
| Profit before taxation | (8,392,479) | (194,030) | (8,198,448) | 42,929,392 | (188,850) | 43,118,243 | |
| Income tax | 1,814,134 | - | 1,814,134 | (10,585,477) | - | (10,585,477) | |
| Profit/(Loss) after taxation | (6,578,345) | (194,030) | (6,384,314) | 32,343,915 | (188,850) | 32,532,766 | |
| Attributable to equity holders of Sonae | (7,363,828) | (194,030) | (7,169,798) | 31,504,564 | (188,850) | 31,690,914 | |
| Non-controlling interests | 785,484 | - | 785,484 | 839,351 | - | 839,351 | |
| "Underlying" EBITDA (b) | 52,340,246 | 45,596,319 | |||||
| Direct EBITDA (a) | 49,346,393 | 107,069,916 | |||||
| Direct EBIT (c) | 3,627,117 | 59,122,468 |
(a) Direct EBITDA = total direct income - total direct expenses - reversal of direct impairment losses + Share of results in joint ventures and associated undertakings +unusual results;
(b) "Underlying" EBITDA = Direct EBITDA - effect of share result in joint ventures and associated undertakings – non recurrent results;
(f) Indirect income = Includes results arising from: (i) impairment of real estate assets for retail; (ii) decrease in goodwill; (iii) provisions (net of tax) for possible future liabilities and impairments related with non-core financial investments, Businesses, discontinued assets (or be discontinued / repositioned); (iv) valuation results based on the methodology "mark-to-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues.
As at 26 April 2017, Sonae Investimentos SGPS, SA, through one of its subsidiaries, has reached an agreement with the shareholders of BRIO – Produtos de Agricultura Biológica, S.A. (BRIO) for the acquisition of 100% of BRIO's share capital. Founded in 2008, BRIO is the first organic supermarket chain launched in Portugal, and operates 6 supermarkets specialised in organic food, all of them with convenient locations in the Lisbon area.
The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 15 May 2017.
The subsidiaries included in the consolidated financial statements, its head offices and percentage of capital held as at 31 March 2017 and 31 December 2016 are as follows:
| Percentage of capital held | ||||||
|---|---|---|---|---|---|---|
| 31 March 2017 | 31 December 2016 | |||||
| COMPANY | Head Office | Direct* | Total* | Direct* | Total* | |
| Sonae Investimentos, SGPS, SA | Matosinhos | Holding | Holding | Holding | Holding | |
| Sonae MC | ||||||
| BB Food Service, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Bom Momento – Restauração, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Continente Hipermercados. SA | a) | Lisboa | 100.00% | 100.00% | 100.00% | 100.00% |
| Elergone Energias, Lda | a) | Matosinhos | 75.00% | 75.00% | 75.00% | 75.00% | |
|---|---|---|---|---|---|---|---|
| Farmácia Selecção. SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| MCCARE – Serviços de Saúde, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| MJB – Design, Lda | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Continente Hipermercados, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Continente International Trade, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Pharmacontinente - Saúde e Higiene, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Pharmaconcept – Actividades em Saúde, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | Sohi Meat Solutions- Distribuição de Carnes, SA |
a) | Matosinhos | 50.00% | 50.00% | 100.00% | 100.00% |
| Sonae MC – Modelo Continente. SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae MC S2 Africa Limited | a) | La Valeta (Malta) |
100.00% | 100.00% | 100.00% | 100.00% |
| HighDome PCC Limited (Cell Europe) | a) | La Valeta (Malta) |
100.00% | 100.00% | 100.00% | 100.00% |
|---|---|---|---|---|---|---|
| Infofield – Informática, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae SR Malta Holding Limited | a) | La Valeta (Malta) |
100.00% | 100.00% | 100.00% | 100.00% |
| Worten Canarias, S.L. | a) | Tenerife (Spain) | 60.00% | 60.00% | 60.00% | 60.00% |
| Worten – Equipamento para o Lar, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Worten España Distribución, S.L. | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Aduanas Caspe, S.L.U. | a) | Zaragoza (Spain) |
100.00% | 100.00% | 100.00% | 100.00% |
|---|---|---|---|---|---|---|
| Comercial Losan Polonia SP. Z.O.O. | a) | Warsaw (Poland) |
100.00% | 100.00% | 100.00% | 100.00% |
| Comercial Losan, S.L.U. | a) | Zaragoza (Spain) |
100.00% | 100.00% | 100.00% | 100.00% |
| Discovery Sports, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Fashion Division, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Fashion Division Canárias, SL | a) | Tenerife (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Global Usebti, S.L. | a) | Zaragoza (Spain) |
100.00% | 100.00% | 100.00% | 100.00% |
| Irmãos Vila Nova, SA | a) | Vila Nova de Famalicão (Portugal) |
100.00% | 50.00% | 100.00% | 50.00% | |
|---|---|---|---|---|---|---|---|
| Irmãos Vila Nova III - Imobiliária, SA | a) | Vila Nova de Famalicão (Portugal) |
100.00% | 50.00% | 100.00% | 50.00% | |
| IVN - Serviços Partilhados, SA | a) | Vila Nova de Famalicão (Portugal) |
100.00% | 50.00% | 100.00% | 50.00% | |
| IVN Asia Limited | a) | Hong Kong (China) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Losan Colombia, S.A.S. | a) | Bogotá (Colombia) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Losan Overseas Textile, S.L | a) | Zaragoza (Spain) |
100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Losan Russia | a) | Moscow (Russia) |
100.00% | 100.00% | - | - |
| Losan Tekstil Urun.V E Dis Ticaret, L.S. | a) | Istambul (Turquey) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Modalfa - Comércio e Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modalloop – Vestuário e Calçado, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Salsa DE GmbH | a) | Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Salsa Distribution USA LLC | a) | New York (USA) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Salsa France, S.A.R.L. | a) | Paris (France) | 99.99% | 50.00% | 100.00% | 50.00% | |
| Salsa Luxembourg, Sàrl | a) | Luxembourg | 100.00% | 50.00% | 100.00% | 50.00% | |
| SLS Salsa - Comércio e Difusão de Vestuário, S.A. | a) | Vila Nova de Famalicão (Portugal) |
100.00% | 50.00% | 100.00% | 50.00% | |
| SLS Salsa España - Comercio y Difusión de Vestuario, S.A.U. |
a) | Pontevedra (Spain) |
100.00% | 50.00% | 100.00% | 50.00% | |
| SDSR – Sports Division SR, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae SR – Serviços e Logística, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sport Zone Canarias, SL | a) | Tenerife (Spain) | 60.00% | 60.00% | 60.00% | 60.00% | |
| Sport Zone España - Comércio de Articulos de Deporte, SA |
a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sport Zone Sport Maiz.Per.Satis.Ith.Ve tic Ltd Sti | a) | Istambul (Turquey) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Têxtil do Marco, SA | a) | Marco de Canaveses |
92.76% | 92.76% | 92.76% | 92.76% | |
| Usebti Textile México S.A. de C.V. | a) | City of Mexico (Mexico) |
100.00% | 100.00% | 100.00% | 100.00% |
| Zippy – Comércio e Distribuição, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
|---|---|---|---|---|---|---|
| Zippy - Comércio Y Distribución, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Zippy Cocuk Malz.Dag.Ith.Ve Tic Ltd.Sti | a) | Istambul (Turquey) |
100.00% | 100.00% | 100.00% | 100.00% |
| ZYEvolution- Investig.e Desenvolvimento, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae RP | ||||||
| Arat Inmuebles, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Azulino Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Bertimóvel - Sociedade Imobiliária, SA | a) | Matosinhos | 100,00% | 100,00% | 100,00% | 100,00% |
| Canasta - Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Chão Verde - Sociedade de Gestão Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Citorres - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Contimobe - Imobiliária de Castelo de Paiva, SA | a) | Castelo de Paiva | 100.00% | 100.00% | 100.00% | 100.00% |
| Cumulativa - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Fozimo - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Fundo de Investimento Imobiliário Fechado Imosede |
a) | Maia | 80.40% | 80.40% | 80.40% | 80.40% |
| Fundo de Investimento Imobiliário Fechado Imosonae Dois |
a) | Maia | 98.69% | 98.69% | 97.91% | 97.91% |
| Igimo - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Iginha - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Imoestrutura - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Imomuro - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Imoresultado - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Imosistema - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| MJLF - Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo Hiper Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Ponto de Chegada - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Predicomercial - Promoção Imobiliária, SA | a) | Maia | 100.00% | 100,00% | 100.00% | 100.00% |
| Predilugar - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Selifa - Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sempre à Mão - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
|---|---|---|---|---|---|---|
| Sesagest - Proj.Gestão Imobiliária, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| Socijofra - Sociedade Imobiliária, SA | a) | Gondomar | 100.00% | 100.00% | 100.00% | 100.00% |
| Sociloures - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonaerp – Retail Properties, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| Sondis Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Valor N, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Others | ||||||
| Marcas MC, zRT | a) | Budapest (Hungary) |
100.00% | 100.00% | 100.00% | 100.00% |
| Modelo - Distribuição de Materiais de Construção, SA |
b) | Maia | 50.00% | 50.00% | 50.00% | 50.00% |
| SFS – Serviços de Gestão e Marketing, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| SIAL Participações, Ltda | a) | São Paulo (Brazil) |
100.00% | 100.00% | 100.00% | 100.00% |
| Soflorin, BV | a) | Amesterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Capital Brasil, Lda | a) | São Paulo (Brazil) |
100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Financial Services, SA | a) | Maia | 100.00% | 100,00% | 100.00% | 100.00% |
| Sonaecenter Serviços II, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonaegest- Sociedade Gestora de Fundos de Investimento, SA |
a) | Maia | 60.00% | 60.00% | 60.00% | 60.00% |
| Sonvecap, BV | a) | Amesterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
| Tlantic, BV | a) | Amesterdam (Netherlands) |
72.10% | 72.10% | 72.10% | 72.10% |
| Tlantic Portugal - Sistemas de Informação, SA | a) | Matosinhos | 100.00% | 72.10% | 100.00% | 72.10% |
| Tlantic Sistemas de Informação, Ltda | a) | Porto Alegre (Brazil) |
100.00% | 72.10% | 100.00% | 72.10% |
*the percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(ies) which hold(s) a participation, hold(s) this participation directly in the share capital of that company;
a) Control held by majority of voting rights which confer power of relevant activities that influence;
b) Control held by management control.
1) On January 3rd 2017, a Joint Venture was established between Sonae MC and Hilton Food Group PLC through a capital increase of this Group on Sohimeat. From this moment onwards, Sohimeat is consolidated through the equity method;
2) Company acquired as at 22 February 2017.
These entities are consolidated using the full consolidation method, considering that they are controlled by Sonae Investimentos SGPS, SA.
The Board of Directors,
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
Luís Miguel Mesquita Soares Moutinho
Luis Miguel Vieira de Sá da Mota Freitas
Luis Filipe Campos Dias de Castro Reis
| CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2017 AND 2016 AND 31 DECEMBER 2016 | ||||
|---|---|---|---|---|
| (Translation of condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails) | ||||
| (Amounts expressed in euro) | Notes | 31.March.2017 | 31.March.2016 | 31.December.2016 |
| ASSETS | ||||
| NON-CURRENT ASSETS: | ||||
| Intangible assets | 183 | 378 | 215 | |
| Investments in subsidiaries and associates | 4 | 1,624,961,811 | 1,679,936,622 | 1,625,691,885 |
| Other non-current assets | 5 | 1,147,454,999 | 1,180,022,499 | 1,149,120,000 |
| Total non-current assets | 2,772,416,993 | 2,859,959,499 | 2,774,812,100 | |
| CURRENT ASSETS: | ||||
| Trade account receivables and other current assets | 6 | 1,621,437,095 | 2,120,190,252 | 1,618,633,280 |
| Cash and cash equivalents | 7 | 89,710 | 17,099 | 215,967 |
| Total current assets | 1,621,526,805 | 2,120,207,351 | 1,618,849,247 | |
| TOTAL ASSETS | 4,393,943,798 | 4,980,166,850 | 4,393,661,347 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 8 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
| Reserves and retained earnings | 1,796,785,082 | 1,758,675,056 | 1,758,675,056 | |
| Profit/(Loss) for the period | (2,571,637) | (944,602) | 78,110,026 | |
| TOTAL EQUITY | 2,794,213,445 | 2,757,730,454 | 2,836,785,082 | |
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: | ||||
| Loans | 9 | 610,186,370 | 432,887,134 | 431,006,858 |
| Other non-current liabilities | 10 | 400,000,000 | 400,234,375 | 400,000,000 |
| Total non-current liabilities | 1,010,186,370 | 833,121,509 | 831,006,858 | |
| CURRENT LIABILITIES: | ||||
| Loans | 9 | 107,739,970 | 147,737,187 | 153,556,224 |
| Trade creditors and other current liabilities | 11 | 481,804,013 | 1,241,577,700 | 572,313,183 |
| Total current liabilities | 589,543,983 | 1,389,314,887 | 725,869,407 | |
| TOTAL EQUITY AND LIABILITIES | 4,393,943,798 | 4,980,166,850 | 4,393,661,347 |
The accompanying notes are part of these condensed separate financial statements.
(Translation of condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
| (Amounts expressed in euro) | Notes | 31.March.2017 | 31.March.2016 |
|---|---|---|---|
| Gains or losses on investments | 14 | 1,392,373 | 114,810 |
| Financial income | 15 | 7,612,519 | 17,565,122 |
| Other income | 80,268 | 99,860 | |
| External supplies and services | (796,835) | (854,116) | |
| Staff costs | (8,764) | (8,718) | |
| Depreciation and amortisation | (32) | (57) | |
| Financial expenses | 15 | (11,904,271) | (18,086,758) |
| Other expenses | (15,888) | (23,588) | |
| Profit/(Loss) before taxation | (3,640,630) | (1,193,445) | |
| Taxation | 1,068,993 | 248,843 | |
| Profit/(Loss) after taxation | (2,571,637) | (944,602) | |
| Profit/(Loss) per share (basic and diluted) | 16 | (0.0029) | (0.0010) |
The accompanying notes are part of these condensed separate financial statements.
| (Translation of condensed separate financial statements originally issued in Portuguese. In case of | ||||
|---|---|---|---|---|
| discrepancy the Portuguese version prevails) | ||||
| (Amounts expressed in euro) | 31.March.2017 | 31.March.2016 | ||
| Net Profit / (Loss) for the period | (2,571,637) | (944,602) | ||
| Total comprehensive income for the period | (2,571,637) | (944,602) |
The accompanying notes are part of these condensed separate financial statements.
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(Translation of condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
The accompanying notes are part of these condensed separate financial statements.
| (Translation of condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails) |
|||
|---|---|---|---|
| (Amounts expressed in euro) | Notes | 31.March.2017 | 31.March.2016 |
| OPERATING ACTIVITIES | |||
| Net cash flow from operating activities (1) | (1,540,363) | (1,852,143) | |
| INVESTMENT ACTIVITIES | |||
| Cash receipts arising from: | |||
| Investments | 537,500 | - | |
| Interest and similar income | 30,261,166 | 20,793,633 | |
| Loans granted | 715,242,046 | 734,463,318 | |
| 746,040,712 | 755,256,951 | ||
| Cash payments arising from: | |||
| Investments | - | (384,068) | |
| Loans granted | (736,905,546) | (724,582,647) | |
| (736,905,546) | (724,966,715) | ||
| Net cash used in investment activities (2) | 9,135,166 | 30,290,236 | |
| FINANCING ACTIVITIES | |||
| Cash receipts arising from: | |||
| Loans obtained | 1,594,713,000 | 1,690,048,329 | |
| Investments | 1,968,533 | - | |
| 1,596,681,533 | 1,690,048,329 | ||
| Cash payments arising from: | |||
| Loans obtained | (1,603,464,000) | (1,708,625,972) | |
| Investments | (1,457,836) | (3,108,685) | |
| Interest and similar charges | (1,664,503) | (2,187,727) | |
| (1,606,586,339) | (1,713,922,384) | ||
| Net cash used in financing activities (3) | (9,904,806) | (23,874,055) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | (2,310,003) | 4,564,038 | |
| Cash and cash equivalents at the beginning of the period | (2,341,740) | (12,322,046) | |
| Cash and cash equivalents at the end of the period | 7 | (4,651,743) | (7,758,008) |
The accompanying notes are part of these condensed separate financial statements.
(Translation of condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
SONAE INVESTIMENTOS, SGPS, SA, "the Company" or "Sonae Investimentos" it's a Portuguese Corporation, with head-office in Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Matosinhos, Portugal.
The Company's main activity is the management of shareholdings (Note 4).
Interim Financial Statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accounting policies adopted are consistent with those described in the file of the annual financial statements for the year ended 31 December 2016.
As at 31 March 2017 and 31 December 2016, the investments in subsidiaries and associates companies are made up as follows:
| 31.March.2017 | 31.December.2016 | ||||
|---|---|---|---|---|---|
| Companies | % held | Final balance | % held | Final balance | |
| Apor - Agência para a Modernização do Porto, SA | 22.75% | 300,000 | 22.75% | 300,000 | |
| Chão Verde - Sociedade de Gestão Imobiliária, SA | 100.00% | - | 100.00% | - | |
| Elergone Energia, Lda | 75.00% | 1,118,737 | 75.00% | 1,118,737 | |
| Fundo de Investimento Imobiliário Fechado Imosede | 80.40% | 103,497,607 | 80.40% | 103,497,607 | |
| Fundo de Investimento Imobiliário Imosonae Dois | 0.78% | 1,267,876 | - | - | |
| MCCARE, Serviços de Saúde, SA | 100.00% | 50,000 | 100.00% | 50,000 | |
| MDS, SGPS, SA | 47.53% | 41,996,920 | 47.53% | 41,996,920 | |
| Modelo - Distribuição de Materiais de Construção, SA | 50.00% | 21,510,614 | 50.00% | 21,510,614 | |
| MOVVO, SA | 25.58% | 3,354,111 | 25.58% | 3,252,061 | |
| Ponto de Chegada - Promoção Imobiliária, SA | - | - | 100.00% | 2,100,000 | |
| Selifa - Sociedade de Empreendimentos Imobililiários, SA | 100.00% | 565,000 | 100.00% | 565,000 | |
| SFS - Serviços de Gestão e Marketing, SA | 100.00% | 50,000 | 100.00% | 50,000 | |
| Sonae Capital Brasil, Ltda | 37.00% | - | 37.00% | - | |
| Sonae Center Serviços II, SA | 100.00% | 58,032,319 | 100.00% | 58,032,319 | |
| Sonae MC - Modelo Continente, SGPS, SA | 100.00% | 1,375,504,276 | 100.00% | 1,375,504,276 | |
| Sonae Financial Services, SA | 100.00% | 17,330,000 | 100.00% | 17,330,000 | |
| Sonae SR Malta Holding Limited | - | 1 | - | 1 | |
| Sonaegest - Soc. Gest. de Fundos de Investimento, SA | 40.00% | 384,351 | 40.00% | 384,351 | |
| Total | 1,624,961,811 | 1,625,691,885 |
As at 31 March 2017 and 31 December 2016 the other non-current assets were as follows:
| 31.March.2017 | 31.December.2016 | |
|---|---|---|
| Loans granted | 1,147,414,999 | 1,149,080,000 |
| Other debtors | 40,000 | 40,000 |
| Total | 1,147,454,999 | 1,149,120,000 |
The loans granted to subsidiaries and associates companies have a long-term maturity, bear interests at market rates indexed to Euribor and their fair value is similar to their carrying amount.
As at 31 March 2017 and 31 December 2016 the loans granted are no past due.
As at 31 March 2017 and 31 December 2016 the trade accounts receivable and other current assets were as follows:
| 31.March.2017 | 31.December.2016 | |
|---|---|---|
| Group companies: | ||
| Short term loans | 1,588,201,449 | 1,564,872,949 |
| Interests charged but not received | 199,056 | 30,448,655 |
| Taxes - Special Regime for taxation of groups of | 6,218,480 | 5,149,159 |
| companies | ||
| Dividends receivable | 1,611,750 | - |
| Additional tax payment | 17,721 | 17,721 |
| Special regime for payment of tax and social security debts | 2,795,019 | 2,795,019 |
| (DL 248-A/2002, 14 November) | ||
| Special regime for payment of tax and social security debts | 788,298 | 788,298 |
| (DL 151-A/2013, 31 October) | ||
| Special program for debt reduction to tax authorities | 1,002,114 | 1,002,114 |
| (PERES) (DL 67/2016, 3 November) | ||
| Receivables on the sale of investments | 40,000 | 575,714 |
| Taxes recoverable | 8,363,533 | 8,362,600 |
| Accrued and deferred assets | 12,131,710 | 4,542,059 |
| Others | 67,965 | 78,992 |
| Total | 1,621,437,095 | 1,618,633,280 |
Loans granted to group companies return interest at variable market rates indexed to Euribor and have a maturity less than one year.
The amount disclosed as 'Special regime for payment of tax and social security debts' (DL 248-A/2002, of 14 November, DL 151-A/2013, of 31 October and DL 67/2016, 3 November) relates to taxes paid which were previously disputed and subject to reimbursement claims. The tax litigations are still in progress, although, following the payment, the guarantees previously given were canceled. No impairment loss was recorded since it is Sonae Investimentos understanding that the decisions over the appeals will be favorable to the Company.
The caption accrued and deferred assets include mainly receivables relating to interest, from loans granted to group companies.
As at 31 March 2017 and 31 December 2016, cash and cash equivalents can be detailed as follows:
| 31.March.2017 | 31.December.2016 | |
|---|---|---|
| Bank deposits | 89,710 | 215,967 |
| Cash and cash equivalents on the balance sheet | 89,710 | 215,967 |
| Bank overdrafts | (4,741,453) | (2,557,707) |
| Cash and cash equivalents on the cash flow statement | (4,651,743) | (2,341,740) |
Bank overdrafts are disclosed in the statement of financial position under the caption short term bank loans.
As at 31 March 2017 and 31 December 2016, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares, with a nominal value of 1 euro each.
A subsidiary company Sonae MC – Modelo Continente, SGPS, SA owns 100,000,000 shares of Sonae Investimentos. These shares are considered as treasury shares under the Commercial Companies Code, reason why the underlying rights to these shares are suspended.
As at 31 March 2017 and 31 December 2016, the subscribed share capital was held as follows:
| 31.March.2017 | 31.December.2016 | |
|---|---|---|
| Sonae, SGPS, SA | 25.0287% | 25.0287% |
| Sonae Investments BV | 13.1419% | 13.1419% |
| Sonae MC - Modelo Continente, SGPS, SA | 10.0000% | 10.0000% |
| Sonaecenter Serviços, SA | 51.8269% | 51.8269% |
| Libra Serviços, Sociedade Unipessoal, Lda | 0.0025% | 0.0025% |
As at 31 March 2017 and 31 December 2016, this caption included the following loans:
| 31.March.2017 | 31.December.2016 | |
|---|---|---|
| Bonds Sonae Investimentos / June 2013/2018 | 50,000,000 | 50,000,000 |
| Bonds Sonae Investimentos / December 2015/2020 | 50,000,000 | 50,000,000 |
| Bonds Sonae Investimentos / May 2015/2020 | 75,000,000 | 75,000,000 |
| Bonds Sonae Investimentos / December 2015/2020 | 30,000,000 | 30,000,000 |
| Bonds Sonae Investimentos/ June 2016/2021 | 95,000,000 | 95,000,000 |
| Bonds Sonae Investimentos/ 2016/2021 | 12,000,000 | 12,000,000 |
| Up-front fees not yet charged to income statement | (1,813,630) | (1,993,142) |
| Bonds loans | 310,186,370 | 310,006,858 |
| Commercial paper | 300,000,000 | 121,000,000 |
| Loans | 300,000,000 | 121,000,000 |
| Non-current loans | 610,186,370 | 431,006,858 |
| 31.March.2017 | 31.December.2016 | |
| Bonds Sonae Investimentos/ 2016/2021 | 3,000,000 | 3,000,000 |
| Up-front fees not yet charged to income statement | (1,483) | (1,483) |
| Bonds loans | 2,998,517 | 2,998,517 |
| Commercial paper | 100,000,000 | 148,000,000 |
| Bank overdrafts | 4,741,453 | 2,557,707 |
| Loans | 104,741,453 | 150,557,707 |
| Current loans | 107,739,970 | 153,556,224 |
Under the above mentioned lines of credit and commercial paper programs with firm commitments, the company had 243 million euro credit facilities available to meet its liquidity requirements as follows:
| Commitments of less | Commitments of more | |
|---|---|---|
| than one year | than one year | |
| Agreed credit facilities amounts | 138,000,000 | 510,000,000 |
| Available credit facilities amounts | 33,264,398 | 210,000,000 |
The interest rate as at 31 March 2017 of the bonds and bank loans was, on average, 1.27% (1.43% as at 31 December 2016).
As at 31 March 2017 and 31 December 2016 the analysis of maturity of loans excluding the derived instruments having in consideration its nominal value is as follows:
| 31.March.2017 | 31.December.2016 | |
|---|---|---|
| N+1 | 107,741,453 | 153,557,707 |
| N+2 | 110,500,000 | 60,500,000 |
| N+3 | 110,500,000 | 10,500,000 |
| N+4 | 163,000,000 | 163,000,000 |
| N+5 | 228,000,000 | 199,000,000 |
As at 31 March 2017 and 31 December 2016 this caption is as follows:
| 31.March.2017 | 31.December.2016 | |
|---|---|---|
| Loans granted | 400,000,000 | 400,000,000 |
| Total | 400,000,000 | 400,000,000 |
The amount of 400,000,000 euro recorded in the caption obtained loans is related to a subordinated bond loan, with maturity of 10 years issued at market conditions by Sonae Investimentos, SGPS, SA in 28 December 2010, corresponding to 8,000 bonds with nominal value of 50,000 each, at a fixed rate and repayment at the end of the loan period.
As at 31 March 2017 the fair value of this bond loan is 52,824 euro (52,994 euro on 31 December 2016) per bond, and was determined based on discounted cash flows method.
As at 31 March 2017 and 31 December 2016 Sontel, BV held all the bonds.
11 TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES
As at 31 March 2017 and 31 December 2016, this heading is made up as follows:
| 31.March.2017 | 31.December.2016 | |
|---|---|---|
| Suppliers | 26,549 | 41,122 |
| Group companies: | ||
| Short term loans | 422,468,082 | 562,219,082 |
| Taxes - Special Regime for taxation of | ||
| groups of companies | 4,532,087 | 4,532,087 |
| Taxes and contributions payable | 1,893,927 | 1,893,948 |
| Accrued and deferred liabilities | 12,555,153 | 3,324,996 |
| Others | 328,215 | 301,948 |
| Total | 481,804,013 | 572,313,183 |
The caption accrued and deferred liabilities includes mainly accrued interests not yet due relating to loans obtained.
As at 31 March 2017 and 31 December 2016 the contingent liabilities were detailed as follows:
| 31.March.2017 | 31.December.2016 | |
|---|---|---|
| Guarantees rendered: | ||
| related to tax claims awaiting outcome | ||
| Guarantees provided by financial institutions | 84,934,460 | 86,763,780 |
| Guarantees provided by parent company | 249,502,009 | 255,152,531 |
| others | 5,016,098 | 12,403,113 |
| Guarantees given in favour of subsidiaries (a) | 62,888,849 | 62,888,849 |
a) Guarantees given to Tax Authorities in favour of subsidiaries to suspend claims from tax authorities.
The caption Guarantees provided on tax claims includes guarantees granted to Tax Authorities regarding income tax. The most significant amounts relate to an additional tax assessment made by Tax Authorities, relating the taxable period ending 2005, regarding the covering of losses made by the Company in a subsidiary, having Tax Authorities not considered the usage of taxable losses on this operation and subsequent liquidation of the Company's subsidiary, which is not in accordance with previous assessments made by Tax Authorities. The Company has presented an appeal against this tax claim, being the Board of Directors understanding, based on its advisors assessment, that such appeal will be favorable.
No provision has been recorded for these additional tax assessments, to which some guarantees were provided, as the Board of Directors considers that their outcome will be favorable, therefore with no additional liabilities to the Company.
Following the disposal of a Brazilian subsidiary company, the group guaranteed to that subsidiary company buyer all the losses it will have as consequence of tax additional assessments as it is described in the Note of Contingent assets and liabilities in the Consolidated financial statements.
| Balance: | 31.March.2017 | 31.December.2016 |
|---|---|---|
| Parent companies | 4,690,123 | 3,671,763 |
| Subsidiaries | 13,433,216 | 34,701,540 |
| Associated companies | 4,607 | 9,545 |
| Accounts receivable | 18,127,946 | 38,382,848 |
| Parent companies | 40,271,503 | 1,372,154 |
| Subsidiaries | 5,975,217 | 5,165,471 |
| Associated companies | 19,704 | - |
| Other related parties | 8,355,748 | 355,747 |
| Accounts payable | 54,622,173 | 6,893,372 |
| Subsidiaries | 2,738,207,246 | 2,716,543,747 |
| Associated companies | 651,119 | 651,119 |
| Loans granted | 2,738,858,365 | 2,717,194,866 |
| Subsidiaries | 422,468,082 | 562,219,082 |
| Other related parties | 400,000,000 | 400,000,000 |
| Loans obtained | 822,468,082 | 962,219,082 |
Main balances and transactions with related parties are detailed as follows:
| Transactions: | 31.March.2017 | 31.March.2016 |
|---|---|---|
| Parent companies | 322,205 | 354,733 |
| Associated companies | 6,652 | 6,221 |
| Other related parties | 36 | 35 |
| Purchases and services obtained | 328,893 | 360,989 |
| Parent companies | 14,596 | 16,105 |
| Subsidiaries | 65,238 | 71,718 |
| Other income | 79,834 | 87,823 |
| Subsidiaries | 7,602,396 | 17,375,396 |
| Associated companies | 4,607 | 23,675 |
| Interest income | 7,607,003 | 17,399,071 |
| Parent companies | 8,144,037 | 7,381,817 |
| Subsidiaries | 811,741 | 4,352,699 |
| Other related parties | - | 1,175,581 |
| Interest expenses | 8,955,779 | 12,910,097 |
| Subsidiaries | 1,611,750 | 114,810 |
| Dividend income | 1,611,750 | 114,810 |
| Subsidiaries | 1,968,533 | - |
| Investments disposal | 1,968,533 | - |
| Subsidiaries | 2,000,000 | - |
| Loans disposal | 2,000,000 | - |
All Sonae, SGPS, S.A. and Efanor Investimentos SGPS, SA subsidiaries, associates and joint ventures are considered related parties and are identified in Consolidated Financial Statements.
During 1st quarter 2017 and 2016 did not occur any transactions including granted loans to the Company's Directors.
As at 31 March 2017 and 2016 investment income is as follows:
| 31.March.2017 | 31.March.2016 | |
|---|---|---|
| Dividends received | 1,611,750 | 114,810 |
| Losses on investments sales | (219,377) | - |
| Total | 1,392,373 | 114,810 |
As at 31 March 2017 and 2016, net financial expenses are as follows:
| 31.March.2017 | 31.March.2016 | |
|---|---|---|
| Interest receivable | ||
| related to bank deposits | 3,731 | 4,438 |
| related to loans granted | 7,607,003 | 17,399,071 |
| Others | 1,785 | 161,613 |
| Financial income | 7,612,519 | 17,565,122 |
| Interest payable | ||
| related to bank deposits and overdrats | (518,691) | (686,240) |
| related to non convertible bonds | (1,554,050) | (3,251,720) |
| related to loans obtained | (8,955,779) | (12,910,098) |
| Other financial expenses | ||
| Up front fees on the issuance of debt | (875,333) | (1,236,900) |
| Others | (418) | (1,800) |
| Financial expenses | (11,904,271) | (18,086,758) |
Earnings per share for the periods ended 31 March 2017 and 2016 were calculated taking into consideration the following amounts:
| 31.March.2017 | 31.March.2016 | |
|---|---|---|
| Net Profit/(loss) | ||
| Net profit/(loss) taken into consideration to calculate basic earnings per share (Net profit for the period) |
(2,571,637) | (944,602) |
| Net profit/(loss) taken into consideration to calculate diluted earnings per share |
(2,571,637) | (944,602) |
| Number of shares | ||
| Weighted average number of shares used to calculate basic earnings per share |
900,000,000 | 900,000,000 |
| Weighted average number of shares used to calculate diluted earnings per share |
900,000,000 | 900,000,000 |
| Earnings per share (basic and diluted) | (0.0029) | (0.0010) |
The appropriation of the 2016 result has been approved in the Shareholders' General Meeting held on the 28th April 2017. The distribution of dividends amounting to 40,000,000 euro has been approved. Shares held by company or by any of its subsidiaries are not entitled to the dividends. The dividends amount has been recorded on these financial statements.
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 15 May 2017.
During the period ended as at 31 March 2017 shareholders' loan contracts were signed with the following companies:
Sonae Capital Brasil Ltda
During the period ended as at 31 March 2017, treasury application agreements were signed with the following companies:
BB Food Service, SA
MCCARE, Serviços de Saúde, SA
Sonae, SGPS, SA
As at 31 March 2017 amounts owed by subsidiaries can be detailed as follows:
| Company | 31.March.2017 |
|---|---|
| Azulino - Imobiliária, SA | 57,000 |
| Canasta - Empreendimentos Imobiliários, SA | 15,000 |
| Chão Verde - Sociedade de Gestão Imobiliária, SA | 3,325,000 |
| Citorres - Sociedade Imobiliária, SA | 148,000 |
| Cumulativa - Sociedade Imobiliária, SA | 88,000 |
| Discovery Sports, SA | 1,715,000 |
| Fashion Division, SA | 43,483,000 |
| Fozimo – Sociedade Imobiliária, SA | 7,000 |
| Igimo – Sociedade Imobiliária, SA | 95,000 |
| Iginha – Sociedade Imobiliária, SA | 218,000 |
| Imoestrutura - Sociedade Imobiliária, SA | 55,000 |
| Imomuro - Sociedade Imobiliária, SA | 111,000 |
| Imoresultado – Sociedade Imobiliária, SA | 61,000 |
| Imosistema - Sociedade Imobiliária, SA | 21,000 |
| MJB - Design, Lda | 954,000 |
| MJLF - Empreendimentos Imobiliários, SA | 128,000 |
| Modalfa - Comércio e Serviços, SA | 12,003,971 |
| Modalloop - Vestuário e Calçado, SA | 2,625,500 |
| Modelo Continente Hipermercados, SA | 675,232,000 |
| MDS, SGPS, SA | 651,119 |
| Ponto de Chegada - Sociedade Imobiliária, SA | 2,344,000 |
| Predilugar - Sociedade Imobiliária, SA | 13,000 |
| SDSR - Sports Division SR, SA | 28,069,546 |
| Selifa - Sociedade de Empreendimentos Imobiliários, SA | 1,500,169 |
| Sempre à Mão - Sociedade Imobiliária, SA | 666,000 |
| Socijofra - Sociedade Imobiliária, SA | 60,000 |
| Sociloures - Sociedade Imobiliária, SA | 8,000 |
| Sonae Capital Brasil, Ltda | 6,620,628 |
| Sonae Center Serviços II, SA | 43,297,000 |
| Sonae MC - Modelo Continente, SGPS, SA | 1,868,589,454 |
| Sonaerp - Retail Properties, SA | 40,418,478 |
| Sondis Imobiliária, SA | 5,000 |
| Valor N, SA | 155,000 |
| Zippy - Comércio e Distribuição, SA | 6,040,500 |
| Zyevolution - Investigação e Desenvolvimento, SA | 78,000 |
| Total | 2,738,858,365 |
The amounts due to group companies as at 31 March 2017 related to the mentioned contracts were the following:
| 31.March.2017 |
|---|
| 205,000 |
| 12,509,000 |
| 233,000 |
| 5,338,000 |
| 196,534,082 |
| 1,096,000 |
| 670,000 |
| 373,000 |
| 4,553,000 |
| 48,000 |
| 2,000 |
| 5,777,000 |
| 19,252,000 |
| 39,067,000 |
| 6,122,000 |
| 1,336,000 |
| 118,000 |
| 129,235,000 |
| 422,468,082 |
The Board of Directors,
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
Luís Miguel Mesquita Soares Moutinho
Luis Miguel Vieira de Sá da Mota Freitas
Luis Filipe Campos Dias de Castro Reis
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