Quarterly Report • Nov 30, 2016
Quarterly Report
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Porto Commercial Registry and Fiscal Number 501 532 927
REPORT AND ACCOUNTS
30 September 2016
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 nine months of 2016.
During the course of the first nine months of 2016, the consolidated turnover of Sonae Investimentos totalled 3,765 million euros, which corresponds to an increase of 6.8% when compared to the same period in the previous year. Performance benefited from the increased contributions of MC, Sports & Fashion and Electronics, which have more than compensated the lower turnover of RP, resulting from sale and leaseback (S&LB) transactions over the course of 2015 and in 1Q16. Note that Sonae Sports & Fashion, in addition to the acquisition of Losan in 4Q15, completed in 2Q16 the acquisition of 50% of Salsa's capital, hence starting a promising partnership in an internationally renowned Portuguese jeanswear specialist.
The Company's operating cash-flow (EBITDA) reached 264 million euros, which represents a 6.8% increase versus last year (+17 million euros). This evolution is positively influenced by: the improved contributions from Sonae Sports & Fashion (including Losan and Salsa contribution), Electronics and MaxMat; and Sonae RP retail assets S&LB operations.
EBITDA performance includes a reduction of the contribution of Sonae MC which continued to reinforce its competitive position (L4L1 +1.8% 9M16) and market share in a very mature and highly competitive market. It has been improving its value proposition, perception on price and quality of perishables, launching innovative price campaigns, and implementing its programme for the expansion of local convenience and close proximity stores.
Overall, EBITDA margin stood at 5.2% of turnover, decreasing 0.5p.p. comparing to 9M15. Operating results (EBIT) amounted to 127 million euros in the period, increasing 6 million euros when compared to the first nine months of 2015, with margin in line with previous year.
Sonae Investimentos consolidated net result in the first nine months of 2016 totalled 85 million euros, 22 million euros above the comparable period of 2015.
By the end of September, Sonae Investimentos operated in an overall portfolio of 1,554 stores, corresponding to a sales area of 1,145 thousand m2 . During the period, the company continued to evolve its store network in both national and international markets. Sonae Sports & Fashion and Electronics continued to consolidate its store networks and had, in particular, a total of 190 and 51 stores, respectively, outside of Portugal, including 96 under franchising agreements. The store portfolio increase also includes Salsa stores.
Sonae MC also continued to further develop its store network, opening 1 Continente, 14 Continente Bom Dia, 35 Meu Super Stores (all under franchise agreements), 14 Well's (5 of which under franchise agreements), 5 Bom Bocado / Bagga and 4 note!.
In parallel to the expansion effort, the company carried out a refurbishment programme in a number of retail units so as to ensure they remain as a reference in their respective catchment areas. Total investment amounted to 282 million euros during the first nine months of the year (164 million euros in 2015 comparable period).
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, 07 of November 2016
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
Sale of articles + services rendered;
total direct income - total direct expenses - reversal of direct impairment losses + Share of results in joint ventures and associated undertakings;
total direct income - total expenses - reversal of impairment losses;
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
(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| ASSETS | Notes | 30 September 2016 30 September 2015 | 31 December 2015 | |
|---|---|---|---|---|
| NON-CURRENT ASSETS: | ||||
| Tangible assets | 8 | 1,581,070,016 | 1,650,442,539 | 1,539,139,683 |
| Intangible assets | 9 | 212,399,494 | 199,529,913 | 204,399,410 |
| Goodwill | 10 | 684,067,832 | 498,933,536 | 518,417,011 |
| Investments in associates | 5 | 55,201,795 | 39,036,552 | 47,582,327 |
| Other investments | 6 and 11 | 10,922,811 | 11,971,443 | 12,164,765 |
| Deferred tax assets | 14 | 59,795,105 | 89,783,552 | 56,737,847 |
| Other non-current assets | 12 | 12,060,251 | 27,057,006 | 11,633,297 |
| Total Non-Current Assets | 2,615,517,304 | 2,516,754,541 | 2,390,074,340 | |
| CURRENT ASSETS: | ||||
| Inventories | 672,070,503 | 590,380,776 | 634,365,983 | |
| Trade account receivable and other current assets | 13 | 352,187,067 | 337,494,997 | 283,004,706 |
| Investments | 11 | 870,226 | 533,158 | 2,506,086 |
| Cash and cash equivalents | 15 | 84,541,521 | 60,264,493 | 89,020,049 |
| Total Current Assets | 1,109,669,317 | 988,673,424 | 1,008,896,824 | |
| Assets held for sale | 16 | - | 4,525,381 | 131,044,139 |
| TOTAL ASSETS | 3,725,186,621 | 3,509,953,346 | 3,530,015,303 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 17 | 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 | (55,264,278) | (86,507,839) | (86,593,045) | |
| Profit/(Loss) for the period attributable to the equity holders of the Parent Company | 81,145,878 | 61,364,991 | 70,039,847 | |
| Equity attributable to the equity holders of the Parent Company | 705,881,600 | 654,857,152 | 663,446,802 | |
| Equity attributable to non-controlling interests | 18 | 128,991,681 | 62,050,702 | 52,292,885 |
| TOTAL EQUITY | 834,873,281 | 716,907,854 | 715,739,687 | |
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: | ||||
| Loans | 19 | 628,287,165 | 560,654,545 | 596,135,078 |
| Other non-current liabilities | 21 | 439,062,682 | 441,862,997 | 437,223,223 |
| Deferred tax liabilities | 14 | 62,511,258 | 87,729,224 | 70,495,516 |
| Provisions | 24 | 11,350,583 | 14,877,612 | 11,585,642 |
| Total Non-Current Liabilities | 1,141,211,688 | 1,105,124,378 | 1,115,439,459 | |
| CURRENT LIABILITIES: | ||||
| Loans | 19 | 180,039,554 | 197,360,586 | 143,582,795 |
| Trade creditors and other current liabilities | 23 | 1,566,242,148 | 1,487,122,271 | 1,552,433,412 |
| Provisions | 24 | 2,819,950 | 3,438,257 | 2,819,950 |
| Total Current Liabilities | 1,749,101,652 | 1,687,921,114 | 1,698,836,157 | |
| TOTAL LIABILITIES | 2,890,313,340 | 2,793,045,492 | 2,814,275,616 | |
| TOTAL EQUITY AND LIABILITIES | 3,725,186,621 | 3,509,953,346 | 3,530,015,303 | |
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 | rd Quarter 2016 3 |
3rd Quarter 2015 | 30 September 2016 30 September 2015 | |
|---|---|---|---|---|---|
| Sales | 1,392,223,075 | 1,257,476,339 | 3,701,221,004 | 3,481,508,718 | |
| Services rendered | 19,996,833 | 15,467,211 | 64,253,780 | 42,669,570 | |
| Investment income investments recorded at fair value through profit | - | 151,242 | 91,406 | (4,583,838) | |
| Financial income | 1,634,870 | 2,358,799 | 2,726,785 | 7,850,361 | |
| Other income | 26 | 167,979,120 | 153,985,618 | 574,998,649 | 508,119,538 |
| Cost of goods sold and materials consumed | (1,132,256,986) | (1,030,322,161) | (3,068,973,431) | (2,852,134,016) | |
| Changes in stocks of finished goods and work in progress | 1,062,558 | (106,730) | 1,502,495 | (91,583) | |
| External supplies and services | (173,283,716) | (152,440,145) | (479,889,780) | (428,954,973) | |
| Staff costs | (165,206,225) | (144,334,872) | (487,540,862) | (449,059,739) | |
| Depreciation and amortisation | 8 and 9 | (42,434,313) | (40,017,654) | (123,419,017) | (120,133,629) |
| Provisions and impairment losses | (843,178) | (307,970) | (8,577,857) | (2,309,152) | |
| Financial expense | (15,471,343) | (17,763,878) | (46,710,840) | (54,295,726) | |
| Other expenses | (14,855,817) | (18,165,036) | (46,352,385) | (59,922,895) | |
| Share of results of joint ventures and associetad companies | 5 | 102,435 | (257,881) | (570,878) | (1,264,846) |
| Profit/(Loss) before taxation | 38,647,313 | 25,722,882 | 82,759,069 | 67,397,790 | |
| Taxation | 28 | 3,433,417 | 6,229,330 | 2,625,952 | (3,429,133) |
| Profit/(Loss) after taxation | 42,080,730 | 31,952,212 | 85,385,021 | 63,968,657 | |
| Attributable to: | |||||
| Equity holders of the Parent Company | 39,781,961 | 30,570,187 | 81,145,878 | 61,364,991 | |
| Non-controlling interests | 18 | 2,298,769 | 1,382,025 | 4,239,143 | 2,603,666 |
| Profit/(Loss) per share | |||||
| Basic | 29 | 0.044202 | 0.033967 | 0.090162 | 0.068183 |
| Diluted | 29 | 0.044202 | 0.033967 | 0.090162 | 0.068183 |
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) | rd Quarter 2016 3 |
3rd Quarter 2015 | 30 September 2016 30 September 2015 | ||
|---|---|---|---|---|---|
| Net Profit / (Loss) for the period | 42,080,730 | 31,952,212 | 85,385,021 | 63,968,657 | |
| Items that maybe reclassified subsequently to profit or loss: | |||||
| Exchange differences arising on translation of foreign operations | 238,531 | 135,829 | (534,644) | 204,691 | |
| Participation in other comprehensive income (net of tax) related to joint ventures and associated companies included in consolidation by the equity method (Note 5.3) |
(217,044) | (2,320,596) | 1,566,882 | (3,106,048) | |
| Changes in hedge and fair value reserves | (176,832) | 532,875 | 380,948 | (2,209,051) | |
| Deferred taxes related with other components of comprehensive income | 112,315 | (133,413) | (23,475) | 541,767 | |
| Others | - | 265,519 | - | 265,519 | |
| Other comprehensive income for the period | (43,030) | (1,519,786) | 1,389,711 | (4,303,122) | |
| Total comprehensive income for the period | 42,037,700 | 30,432,426 | 86,774,732 | 59,665,535 | |
| Attributable to: | |||||
| Equity holders of parent company | 39,707,057 | 29,090,527 | 82,451,976 | 57,151,032 | |
| Non controlling interests | 2,330,643 | 1,341,899 | 4,322,756 | 2,514,503 |
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.)
| Att ribu |
tab le t o Eq uity Ho |
lde f Pa t Co rs o ren |
mp any |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Res nd Ret aine d Ea rnin erv es a gs |
||||||||||||
| (Am o) d in ts e oun xpr esse eur |
Sha re C apit al |
Ow n Sh are s |
Leg al R ese rve |
Cur ren cy slat ion tran Res erv e |
Hed ging Res erv e |
al R Leg ese rve s in a rda cco nce wit h ar ticl e 342 º CS C |
Oth er R ese rve s and Re tain ed Earn ings |
Tot al |
fit/ Net Pro (Los s) |
Tot al |
trol ling Non con Con toll ing Inte rest s (No 8) te 1 |
Tot al E qui ty |
| Bala at 1 Jan y 20 15 nce as uar |
1,00 0,00 0,00 0 |
(320 ,000 ,000 ) |
141 ,237 ,816 |
436 ,045 |
1,36 6,86 5 |
320 ,000 ,000 |
(574 ,504 ,161 ) |
(11 1,46 3,43 5) |
70,6 97,2 44 |
639 ,233 ,809 |
80,2 34,9 62 |
719 ,468 ,771 |
| al c for the riod Tot ive inco om pre ens me pe |
- | - | - | 255 ,244 |
(1,6 74) 28,6 |
- | (2,8 29) 40,5 |
(4,2 59) 13,9 |
61,3 64,9 91 |
57,1 51,0 32 |
2,51 4,50 3 |
59,6 65,5 35 |
| riat ion of fit o f 20 App 14 rop pro nsfe leg al re nd r d ea Tra ine rnin r to eta serv es a gs Div ide nds dis trib d ute ial d ispo sal qui siti of affi liat ed c ies Part or a ons om pan Oth ers |
- - - - |
- - - - |
29,7 02,4 50 - - - |
- - - - |
- - - - |
- - - - |
40,9 94,7 94 (40, 000 ,000 ) (1,5 27,6 89) - |
70,6 97,2 44 (40, 000 ,000 ) (1,5 27,6 89) - |
(70, ) 697 ,244 - - - |
- (40, 000 ,000 ) (1,5 27,6 89) - |
- (873 ,329 ) (19, 825 ,468 ) 34 |
- (40, 873 ,329 ) (21, 353 ,157 ) 34 |
| Bala at 3 0 Se mb er 2 015 pte nce as |
1,00 0,00 0,00 0 |
(320 ) ,000 ,000 |
170 ,940 ,266 |
691 ,289 |
(26 9) 1,80 |
320 ,000 ,000 |
(577 ) ,877 ,585 |
(86, ) 507 ,839 |
61,3 64,9 91 |
654 ,857 ,152 |
62,0 50,7 02 |
716 ,907 ,854 |
| Bala at 1 Jan y 20 16 nce as uar |
1,00 0,00 0,00 0 |
(320 ) ,000 ,000 |
170 ,940 ,266 |
1,05 8,14 2 |
(239 ) ,492 |
320 ,000 ,000 |
(578 ) ,351 ,961 |
(86, ) 593 ,045 |
70,0 39,8 47 |
663 ,446 ,802 |
52,2 92,8 85 |
715 ,739 ,687 |
| Tot al c hen sive inc e fo r th riod om pre om e pe |
- | - | - | (568 ,007 ) |
307 ,223 |
- | 1,56 6,88 2 |
1,30 6,09 8 |
81,1 45,8 78 |
82,4 51,9 76 |
4,32 2,75 6 |
86,7 74,7 32 |
| of fit o f 20 App riat ion 15 rop pro Tra nsfe leg al re nd r ine d ea rnin r to eta serv es a gs Div ide nds dis trib d ute dist ribu Inco tion me Part ial d ispo sal qui siti of affi liat ed c ies or a ons om pan isiti of affi liat ed c ies Aqu ons om pan Oth ers |
- - - - - - |
- - - - - - |
- - - - - - |
- - - - - - |
- - - - - - |
- - - - - - |
70,0 39,8 47 (40, 000 ,000 ) - (5,1 89) - (11, ) 989 |
70,0 39,8 47 (40, 000 ,000 ) - (5,1 89) - (11, ) 989 |
(70, 039 ,847 ) - - - - - |
- (40, 000 ,000 ) - (5,1 89) - (11, ) 989 |
- (114 ,810 ) (610 ) ,230 11,0 59 73,0 90,0 00 21 |
- (40, ,810 ) 114 (610 ) ,230 5,87 0 73,0 90,0 00 (11, ) 968 |
| Bala at 3 0 Se mb er 2 016 pte nce as |
1,00 0,00 0,00 0 |
(320 ) ,000 ,000 |
170 ,940 ,266 |
490 ,135 |
67,7 31 |
320 ,000 ,000 |
(546 ) ,762 ,410 |
(55, ) 264 ,278 |
81,1 45,8 78 |
705 ,881 ,600 |
128 ,991 ,681 |
834 ,873 ,281 |
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 | rd Quarter 2016 3 |
3rd Quarter 2015 | 30 September 2016 30 September 2015 | |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES | |||||
| Net cash flow from operating activities (1) | 224,190,605 | 156,213,091 | 76,230,207 | 50,873,847 | |
| INVESTMENT ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Tangible assets and investment properties | 8 and 9 | 512,889 | 727,645 | 230,797,052 | 184,350,256 |
| Interests and similar income | 262,982 | 382,609 | 1,077,397 | 1,025,421 | |
| Loans granted | - | 56,739,000 | - | 61,239,000 | |
| Dividends | - | 151,243 | 455,023 | 448,086 | |
| Others | - | - | 1,581 | - | |
| 775,871 | 58,000,497 | 232,331,053 | 247,062,763 | ||
| Cash Payments arising from: | |||||
| Investments | (51,200) | - | (65,343,994) | (916,124) | |
| Tangible assets and investment properties | (61,283,244) | (48,851,714) | (199,493,773) | (154,196,468) | |
| Loans granted | - | (57,316,000) | - | (61,762,948) | |
| (58,783,023) | (106,167,714) | (264,837,767) | (216,875,540) | ||
| Net cash used in investment activities (2) | (58,007,152) | (48,167,217) | (32,506,714) | 30,187,223 | |
| FINANCING ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Investments | - | 550,056 | 2,840,683 | 1,125,403 | |
| Loans obtained | 1,790,491,878 | 1,068,348,311 | 4,456,793,252 | 3,099,242,750 | |
| 1,790,491,878 | 1,068,898,367 | 4,459,633,935 | 3,100,368,153 | ||
| Cash Payments arising from: | |||||
| Investments | (4,062,510) | (200,123) | (6,613,930) | (28,257,238) | |
| Loans obtained | (1,874,530,279) | (1,237,232,098) | (4,443,702,510) | (3,165,421,294) | |
| Interests and similar charges | (6,801,493) | (3,996,426) | (20,257,678) | (18,748,922) | |
| Dividends | (40,138,613) | (40,644,560) | (40,746,481) | (40,757,859) | |
| Others | (484,221) | (745,712) | (944,112) | (1,684,489) | |
| (1,928,568,536) | (1,282,818,919) | (4,512,264,711) | (3,254,869,802) | ||
| Net cash used in financing activities (3) | (138,076,658) | (213,920,552) | (52,630,776) | (154,501,649) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | 28,106,795 | (105,874,677) | (8,907,283) | (73,440,579) | |
| Effect of foreign exchange rate | (635,488) | (1,636,812) | (683,671) | (1,944,651) | |
| Cash and cash equivalents at the beginning of the period | 15 | 39,475,117 | 134,440,029 | 76,441,012 | 101,698,092 |
| Cash and cash equivalents at the end of the period | 15 | 68,217,400 | 30,202,164 | 68,217,400 | 30,202,164 |
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 4 to 6 the Sonae Investimentos Group ("Sonae Investimentos"). Sonae Investimentos's operations and operating segments are described in Note 30.
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 2015.
The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the IFRS Interpretations Committee ("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.
Up to the financial statements approval date, the following Standards and Interpretations, some of which become effective in 2016, have been endorsed by the European Union:
| With mandatory application from 1 January 2016: | Effective Date (for financial years beginning on or after) |
||
|---|---|---|---|
| IAS 19 (Amendment) – (Defined benefit Plans: Employee Contributions) |
01 Feb 2015 | ||
| Annual Improvements to IFRS (cycle 2010-2012) |
01 Feb 2015 |
||
| Annual Improvements to IFRS (cycle 2012-2014) |
01 Jan 2016 |
||
| IFRS 11 (Amendment) – (Accounting for Acquisitions of Interests in Joint Operations) |
01 Jan 2016 |
||
| IAS 1 (Amendment) – Presentation of Financial Statements |
01 Jan 2016 |
||
| IAS 16 and IAS 38 (Amendments) – (Clarification of Acceptable Methods of Depreciation and Amortisation) |
01 Jan 2016 | ||
| IAS 16 (Amendment) – Tangible Assets and IAS 41 (Amendments) Bearer Plants |
01 Jan 2016 |
||
| IAS 27 (Amendment) – Equity Method in Separate Financial Statements |
01 Jan 2016 |
These standards were first applied by the Group in 2016. The application of these standards and interpretations had no material effect on the financial statements of the Group as at 30 September 2016.
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 2016: | financial years |
| beginning on or after) |
| IFRS 15– Revenues from Contracts with Customers |
01 Jan 2018 |
|---|---|
| IFRS 10, IFRS 12 and IAS 28 (Amendment) – Investment Entities – Applying the Consolidation Exception |
01 Jan 2017 |
The following standards, interpretations, amendments and revisions haven't been until the date of approval of these financial statements, endorsed by the European Union, whose application is mandatory in future financial years.
With mandatory application after 2016:
Effective Date (for financial years beginning on or after)
| IFRS 9 - (Financial instruments – classification and measurement) | 01 Jan 2018 |
|---|---|
| IFRS 16 –Leases - (recognition and measurement principles) |
01 Jan 2019 |
| IFRS 10 and IAS 28 (Amendment) – (Elimination of the inconsistency between the |
|
| requirements of these standards when dealing with the sale of contribution of assets | Undefined |
| between an investor and its associate or joint venture) | |
| IAS 12 (Amendment) – (Recognition of deferred tax assets for unrealised losses ) |
01 Jan 2017 |
| IAS 7 (Amendment) – (Disclosure initiative about Statement of Cash Flows) |
01 Jan 2017 |
| IFRS 15 (Amendment) – (Revenues from Contracts with Customers) |
01 Jan 2018 |
| IFRS 2 (Amendment) – (Share based Payment transactions – classification and measurement) |
01 Jan 2018 |
| IFRS 4 (Amendment) – Applying IFRS 9 (Financial Instruments) with IFRS 4 (Insurance Contracts) |
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 30 September 2016, since their application is not yet mandatory. The impacts of the above mentioned standards are being analysed by the Group, and with the exception of IFRS 9, IFRS 15 and IFRS 16 important impacts are not to be expected.
During the period, it was adopted a set of accounting standards, interpretations, amendments and revisions issued in previous periods and whose implementation became mandatory after 1ST January 2016 as disclosed in Note 2 and which didn't have any significant impacts on the financial statements as at 30 September 2016.
The subsidiaries included in the consolidated financial statements, its head offices and percentage of capital held as at 30 September 2016 and 31 December 2015 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 September 2016 | 31 December 2015 | ||||||
| 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% | |
| 1) | Contibomba - Comércio e Distribuição de Combustíveis, SA |
a) | Matosinhos | 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% | |
| 2) | MCCARE – Serviços de Saúde, SA | a) | Matosinhos | 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% | |
| 1) | Modelo.Com – Vendas p/Correspond., SA | a) | Maia | 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% | |
| Sonae MC – Modelo Continente. SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Sonae MC S2 Africa Limited | a) | La Valeta (Malta) |
100.00% | 100.00% | - | - |
| Sports and Fashion | |||||||
| 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% | |
| 3) | Irmãos Vila Nova, SA | a) | Vila Nova de Famalicão (Portugal) |
100.00% | 50.00% | - | - |
| 3) | Irmãos Vila Nova III - Imobiliária, SA | a) | Vila Nova de Famalicão (Portugal) |
100.00% | 50.00% | - | - |
| 3) | IVN - Serviços Partilhados, SA | a) | Vila Nova de Famalicão (Portugal) |
50.00% | 50.00% | - | - |
| 3) | IVN Asia Limited | a) | Hong Kong (China) |
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% | |
| 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% | |
| 3) | Salsa DE GmbH | a) | Dusseldorf (Germany) |
100.00% | 50.00% | - | - |
| 3) | Salsa Distribution USA LLC | a) | New York (USA) | 100.00% | 50.00% | - | - |
| 3) | Salsa France, S.A.R.L. | a) | Paris (France) | 99.99% | 50.00% | - | - |
| 3) | Salsa Luxembourg, Sàrl | a) | Luxembourg | 100.00% | 50.00% | - | - |
| 3) | SLS Salsa - Comércio e Difusão de Vestuário, S.A. | a) | Vila Nova de Famalicão (Portugal) |
100.00% | 50.00% | - | - |
| 3) | SLS Salsa España - Comercio y Difusión de Vestuario, S.A.U. |
a) | Pontevedra (Spain) |
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% | 5.00% | |
| 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% |
| Worten | ||||||
| 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% |
| 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 | 97.91% | 97.91% | 97.92% | 97.92% | |
|---|---|---|---|---|---|---|---|
| Igimo - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Iginha - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoconti - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoestrutura - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imomuro - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoresultado - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imosistema - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 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% | |
| 2) | SFS – Serviços de Gestão e Marketing, SA | a) | Maia | 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% | |
| 4) | Sonae Retalho España - Servicios Generales, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| 5) | Sonae Specialized Retail. SGPS, SA | a) | Matosinhos | 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 ownership" total" represents the total percentage of interest held by the Group; the percentage of capital held "direct" corresponds to the percentage (s) subsidiary which owns the stake in question holds the share capital of this company.
These entities are consolidated using the full consolidation method, considering that they are controlled by Sonae Investimentos SGPS, SA.
Associated companies included in the consolidated financial statements, their head offices and the percentage of share capital held at 30 September 2016 and 31 December 2015 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 September 2016 | 31 December 2015 | Statment of financial position | |||||
| Company | Head Office |
Direct* | Total* | Direct* | Total* | 30 September 2016 | 31 December 2015 |
| APOR- Agência para a Modernização do Porto, SA |
Porto | 22.75% | 22.75% | 22.75% | 22.75% | 317,069 | 373,147 |
| MDS SGPS, SA (consolidated) | Maia | 47.53% | 47.53% | 47.53% | 47.53% | 44,656,260 | 43,093,084 |
| MOVVO, SA 1) |
Porto | 22.89% | 22.89% | 16.00% | 16.00% | 2,702,060 | - |
| S2 Mozambique, SA 2) |
Maputo | 30.00% | 30.00% | 0.00% | 0.00% | 1,607,217 | - |
| Sempre a Postos - Produtos Alimentares e Utilidades, Lda |
Lisboa | 25.00% | 25.00% | 25.00% | 25.00% | 1,301,570 | 1,236,445 |
| Ulabox, S.L. 3) |
Barcelona | 34.07% | 34.07% | 28.57% | 28.57% | 4,617,619 | 2,879,651 |
| Investments in associated companies | 55,201,795 | 47,582,327 |
* the percentage of ownership "total" represents the total percentage of interest held by the Group; the percentage of capital held "direct" corresponds to the percentage (s) subsidiary which owns the stake in question holds the share capital of this company.
Joint ventures and associated companies were included in the consolidated financial statements by the equity method.
As at 30 September 2016 and 2015 and 31 December 2015, financial information of associated companies can be analysed as follows:
| 30 September 2016 | 31 December 2015 | |||||||
|---|---|---|---|---|---|---|---|---|
| Associated Companies | MDS SGPS, SA (Consolidated) |
Sempre a Postos |
Ulabox | Others | MDS SGPS, SA (Consolidated) |
Sempre a Postos |
Ulabox | Others |
| Non-current assets | 68,565,759 | 1,339,461 | 1,318,147 | 987,388 | 64,452,910 | 1,778,633 | 1,923,349 | 18,619 |
| Current assets | 21,463,450 | 11,313,435 | 3,118,285 | 3,288,190 | 22,408,075 | 10,076,920 | 2,548,955 | 1,679,225 |
| Non-current liabilities | 25,167,818 | 965 | - | 2,240,946 | 27,481,551 | 8,594 | - | - |
| Total current liabilities | 27,187,189 | 7,445,652 | 642,484 | 977,309 | 25,670,040 | 6,901,181 | 103,517 | 57,638 |
| Shareholders' funds excluding non controlling interests |
37,674,202 | 5,206,279 | 3,793,948 | 1,057,323 | 33,709,394 | 4,945,778 | 4,368,786 | 1,640,206 |
| 30 September 2016 | 30 September 2015 | |||||||
|---|---|---|---|---|---|---|---|---|
| Associated Companies | MDS SGPS, SA (Consolidated) |
Sempre a Postos |
Ulabox | Others | MDS SGPS, SA (Consolidated) |
Sempre a Postos |
Ulabox | Others |
| Turnover | 32,989,329 | 40,864,158 | 5,227,655 | 197,438 | 32,134,990 | 39,050,382 | 2,865,962 | 53,259 |
| Other operational income | 811,747 | 2,823,050 | 175,379 | 70,914 | 492,581 | 3,378,889 | 107,856 | - |
| Operational expenses | (31,723,940) | (41,506,903) | (8,655,271) | (2,439,830) | (33,170,305) | (40,500,625) | (4,348,940) | (204,534) |
| Net finantial expense | (1,071,182) | 7,464 | - | (8,305) | (1,934,607) | 10,445 | - | 26,301 |
| Share of results of joint ventures and associetad companies |
(107,813) | - | - | - | - | - | - | - |
| Taxation | (56,827) | (515,485) | - | (38) | 251,529 | (460,609) | - | (28) |
| Consolidated net income/(loss) for the period | 841,314 | 1,672,284 | (3,252,237) | (2,179,821) | (2,225,812) | 1,478,482 | (1,375,122) | (125,001) |
| Other comprehensive income for the period | - | - | - | - | - | - | - | - |
| Total comprehensive income for the period | 841,314 | 1,672,284 | (3,252,237) | (2,179,821) | (2,225,812) | 1,478,482 | (1,375,122) | (125,001) |
During the period ended at 30 September 2016 and 2015, movements in investments in associated companies are as follows:
| 30 September 2016 | 30 September 2015 | |||||
|---|---|---|---|---|---|---|
| Proportion on equity |
Goodwill | Total investment |
Proportion on equity |
Goodwill | Total investment |
|
| Associated companies | ||||||
| Initial balance as at January,1 | 21,073,725 | 26,508,602 | 47,582,327 | 6,493,202 | 34,210,506 | 40,703,708 |
| Capital increase | 3,405,319 | - | 3,405,319 | 1,599,541 | 1,400,759 | 3,000,300 |
| Acquisitions during the period | 1,607,217 | - | 1,607,217 | - | - | - |
| Transfer of "Other non-current Investments | (176,938) | 2,140,811 | 1,963,873 | - | - | - |
| Equity method: | ||||||
| Effect in gain or losses in associated companies |
(570,878) | - | (570,878) | (1,264,846) | - | (1,264,846) |
| Distributed dividends | (352,945) | - | (352,945) | (296,562) | - | (296,562) |
| Other effects on reserves | 1,566,882 | - | 1,566,882 | (3,106,048) | - | (3,106,048) |
| Total | 26,552,382 | 28,649,413 | 55,201,795 | 3,425,287 | 35,611,265 | 39,036,552 |
The effect on "other effects on reserves" is mainly a result of the exchange differences relating to the translation from the functional currencies of companies into Euro.
Other non-current investments, their head offices, percentage of share capital held and book value as at 30 September 2016 and 31 December 2015 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 September 2016 | 31 December 2015 | Statment of financial position | |||||
| Company | Head Office | Direct | Total | Direct | Total | 30 September 2016 | 31 December 2015 |
| Dispar - Distrib. de Participações, SGPS, SA Insco - Insular de Hipermerc., SA |
Lisbon Ponta Delgada |
14.28% 10.00% |
14.28% 10.00% |
14.28% 10.00% |
14.28% 10.00% |
9,976 925,197 |
9,976 898,197 |
| 1) MOVVO, SA | Lisbon | 22.89% | 22.89% | 16.00% | 16.00% | - | 991,315 |
| 2) Solferias- Operadores Turísticos, SA | Lisbon | - | - | 11.11% | 11.11% | - | 133,162 |
| Other investments | 9,987,638 | 10,132,115 | |||||
| 10,922,811 | 12,164,765 | ||||||
1) On May 27, 2016, the group proceeded to an increase of capital in MOVVO, now holds significant influence on that subsidiary allowing the latter to be included in consolidated by the equity method (Note 5);
2) Participation disposed in the period.
On 30 September 2016, are included in "Other Investments", among others 9,976,138 euro (9,996,932 euro as at 31 December 2015) related to deposited amounts on an Escrow Account which is invested in investment funds with superior rating and contractual liability guarantees assumed in the disposal of a Sonae Distribuição Brazil and for which provisions were recorded in the applicable situations (Note 24 and 25).
Although in accordance with the deadlines contractually established, the Escrow Account should have already been released by the buyer, that didn't happen as there are some points of disagreement on the use of the Escrow Account, namely as whether or not, to retain the Escrow Account for on-going fiscal procedures that have not yet been decided (Note 25). It is the understanding of the Board of Directors, based on legal opinions of Brazilian and Portuguese lawyers that the reason attends to Sonae Investimentos.
The Other Investments are recorded at acquisition cost net of impairment losses. It is Sonae Investimentos understanding that no reliable fair value estimate can be made as there is no market data available for these investments.
During the period ended at 30 September 2016, Sonae Investimentos acquired 50% of the Salsa group and the companies included in this group are:
| COMPANY | Head Office | Direct | Total | |
|---|---|---|---|---|
| Sonae SR | ||||
| Irmãos Vila Nova, SA | Vil a Nova de Fa mali cão (Portugal) |
100.00% | 50.00% | |
| Irmãos Vila Nova III - Imobiliária, SA | Vil a Nova de Fa mali cão (Portugal) |
100.00% | 50.00% | |
| IVN - Serviços Partilhados, SA | Vil a Nova de Fa mali cão (Portugal) |
50.00% | 50.00% | |
| IVN Asia Limited | Hong Kong (China) | 100.00% | 50.00% | |
| Salsa DE GmbH | Duss el dorf (Al emanha) | 100.00% | 50.00% | |
| Salsa Distribution USA LLC | New York (USA) | 100.00% | 50.00% | |
| Salsa France, S.A.R.L. | Pa ris (France) | 99.99% | 50.00% | |
| Salsa Luxembourg, Sàrl | Luxemburgo | 100.00% | 50.00% | |
| SLS Salsa - Comércio e Difusão de Vestuário, S.A. | Vil a Nova de Fa mali cão (Portugal) |
100.00% | 50.00% | |
| SLS Salsa España - Comercio y Difusión de Vestuario, S.A.U. | Pontevedra (Spa in) | 100.00% | 50.00% |
Sonae Investimentos participates in 50% in IVN – Serviços Partilhados, SA, parent of a group company that sells "Salsa" brand. As at June 2016, these entities are consolidated using the full consolidation method, considering that Sonae Investimentos began to exercise control over the activities of this Group.
The effects of this acquisition on the consolidated financial statements can be analyzed as follows:
| On the date of acquisition |
30 September 2016 | |
|---|---|---|
| Net assets | ||
| Tangible and intangible assets (Note 8 and 9) | 13,925,978 | 14,463,795 |
| Inventories | 21,955,255 | 22,520,322 |
| Other assets | 18,764,837 | 17,588,212 |
| Cash and cash equivalents | 7,501,069 | 1,487,859 |
| Loans | (57,408,768) | (52,448,754) |
| Other liabilities | (26,105,866) | (22,722,664) |
| (21,367,495) | (19,111,230) | |
| Goodwill (Note 10) | 167,547,490 | |
| Non-controlling interests (Note 18) | (73,090,000) | |
| Acquisition cost | 73,090,000 | |
| Effective cash payment | 73,090,000 | |
| 73,090,000 | ||
| Net cash-flow arising from acquisition | ||
| Effective cash payment | 73,090,000 | |
| Cash and cash equivalents acquired | (7,501,069) | |
| 65,588,931 | ||
| Since acquisition date |
9 months | |
| Sales | 29,249,817 | 84,343,135 |
|---|---|---|
| Other income | 1,168,712 | 4,250,438 |
| Cost of goods sold and materials consumed | (13,188,548) | (39,451,697) |
| External supplies and services | (6,288,753) | (18,818,025) |
| Other expenses | (7,310,916) | (21,875,044) |
| Net financial expenses | (508,471) | (3,166,773) |
| Share of results of joint ventures and associated undertakings | - | (352,513) |
| Profit/(Loss) before taxation | 3,121,841 | 4,929,521 |
| Profit/(Loss) before taxation | (865,581) | (1,590,016) |
| Profit/(Loss) after taxation | 2,256,260 | 3,339,505 |
IVN – Serviços Partilhados, SA holds the brand Salsa which is a Portuguese brand of jeanswear of international renown, recognized for its entrepreneurial spirit and the development of innovative products. Being a truly international company, their products can be found in about 2,000 points of sale in 32 countries. In 2015, the company recorded a consolidated turnover of 106 million euro, 56% of which is generated out of Portugal.
This acquisition fits in Sonae's strategic pillars, namely international expansion, diversification of investment styles and the reinforcement of the base of assets and competencies. Salsa will continue to rely on the current management team and in line with the terms of the agreement, their results will be included in Sonae Investimentos by the full consolidation method, being reported in the segment of Sports and Fashion of Sonae SR.
Following the acquisition of these companies, a preliminary assessment was made regarding the fair value of the assets acquired and the liabilities assumed. However, given that the transaction occurred on 30 June 2016, it has not yet been possible to complete the fair value allocation and calculation of Goodwill which will be made in the maximum period of 12 months from the date of acquisition. The purchase price allocation can be done within one year of the date of acquisition as allowed by IFRS3 – Business Combinations.
During the nine months period ended at 30 September 2016 and 2015, movements in tangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| Plant and machinery |
Other tangible |
Tangible assets |
Total |
|---|---|---|---|
| tangible | |||
| in progress | assets | ||
| 1,319,040,930 | 180,728,612 | 24,060,810 | 2,863,730,558 |
| 809,270 | 1,037,256 | 159,509,766 | 177,668,763 |
| 11,926,849 | 7,907,348 | 54,009 | 42,139,608 |
| (35,657,668) | (4,677,985) | (1,247,387) | (74,669,263) |
| (87) | 40,992 | (1,161) | 115,262 |
| 113,909,848 | 13,267,821 | (148,652,949) | 192,306 |
| 1,410,029,142 | 198,304,044 | 33,723,088 | 3,009,177,234 |
| 1,324,590,875 | |||
| 105,387,745 | |||
| 6,367,467 | |||
| 30,690,893 | |||
| (38,397,548) | |||
| 101,908 | |||
| (634,122) | |||
| 874,255,309 | 153,120,887 | - | 1,428,107,218 |
| 535,773,833 | 45,183,157 | 33,723,088 | 1,581,070,016 |
| Tangible assets | |||
| Other | Tangible | Total | |
| Plant and | tangible | assets | tangible |
| machinery | assets | in progress | assets |
| 816,708,115 78,727,595 - 7,593,819 (28,088,436) - (685,784) |
assets 140,185,808 11,126,607 - 6,270,740 (4,427,836) 32,463 (66,895) |
- - - - - - - |
| buildings | machinery | assets | in progress | assets | |
|---|---|---|---|---|---|
| Gross assets: | |||||
| Opening balance as at 1 January 2015 | 1,669,407,572 | 1,273,732,256 | 168,118,559 | 27,211,209 | 3,138,469,596 |
| Acquisitions | 5,073,285 | 1,031,799 | 104,164 | 96,544,502 | 102,753,750 |
| Acquisitions of subsidiaries | 24,896 | 1,674 | 18,033 | - | 44,603 |
| Disposals | (171,280,431) | (44,451,718) | (6,363,877) | (2,786,149) | (224,882,175) |
| Exchange rate effect | (271,170) | - | (272,624) | - | (543,794) |
| Transfers | 5,937,616 | 74,148,260 | 12,711,308 | (93,956,333) | (1,159,149) |
| Closing balance as at 30 de September 2015 1,508,891,768 | 1,304,462,271 | 174,315,563 | 27,013,229 | 3,014,682,831 | |
| Accumulated depreciation and impairment losses |
|||||
| Opening balance as at 1 January 2015 | 433,631,117 | 771,959,695 | 134,304,445 | - | 1,339,895,257 |
| Depreciation of the period | 18,130,889 | 77,820,619 | 9,662,524 | - | 105,614,032 |
| Impairment losses for the period (Note 24) | - | 44,502 | - | - | 44,502 |
| Acquisitions of subsidiaries | 7,396 | 474 | 12,940 | - | 20,810 |
| Disposals | (37,419,862) | (36,502,886) | (6,090,298) | - | (80,013,046) |
| Exchange rate effect | (261,537) | - | (211,155) | - | (472,692) |
| Transfers | (2,643) | (479,663) | (366,265) | - | (848,571) |
| Closing balance as at 30 de September 2015 | 414,085,360 | 812,842,741 | 137,312,191 | - | 1,364,240,292 |
| Carrying amount as at 30 September 2015 | 1,094,806,408 | 491,619,530 | 37,003,372 | 27,013,229 | 1,650,442,539 |
The investment during the period ended at 30 September 2016 and 2015 includes, approximately, 177.7 million euro (102.8 million euro in 2015) of assets acquisition primarily associated with the opening and remodelling of stores;
During the period, several sale and leaseback transactions were accounted. The accounting values of the disposed assets, approximately, 170.1 million euro (134 million euro as at 30 September 2015), corresponds to 16 real estate food retail assets located in Portugal and 3 stores Worten on Spain (15 real estate food retail assets located in Portugal in 2015). These operations resulted in a cash inflow of 230 million euro (184.7 million euro as at 30 September 2015) and generated a net capital gain of approximately, 63.1 million euro (40 million euro as at 30 September 2015) (Note 26).
The most significant values included in the caption "Tangible assets in progress" refer to the following projects:
| 30 September 2016 30 September 2015 | ||
|---|---|---|
| Refurbishment and expansion of stores located in Portugal | 28,476,584 | 13,099,031 |
| Refurbishment and expansion of stores located in Spain | 2,981,488 | 1,041,222 |
| Projects of stores for which advance payments were made | 1,206,000 | 9,359,900 |
| Others | 1,059,016 | 3,513,076 |
| 33,723,088 | 27,013,229 |
The caption "Impairment losses" as at 30 September 2016 can be detailed as follows:
| Land and Buildings |
Plant and Machinery |
Other tangible assets |
Total tangible assets |
|
|---|---|---|---|---|
| Impairment losses | ||||
| Opening balance as at 1 January 2016 | 100,289,797 | 33,179,777 | 531,381 | 134,000,955 |
| Impairment losses (Note 24) | 6,367,467 | - | - | 6,367,467 |
| Acquisitions of subsidiaries | 416,568 | - | - | 416,568 |
| Disposals | (14,011,634) | (3,988,102) | (74,855) | (18,074,591) |
| Transfers | - | (33,341) | (13,220) | (46,561) |
| Closing balance as at 30 September 2016 (Note 24) |
93,062,198 | 29,158,334 | 443,306 | 122,663,838 |
During the nine months period ended at 30 September 2016 and 2015, movements in intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| Intangible assets | |||||||
|---|---|---|---|---|---|---|---|
| Patents and other |
Other intangible |
Intangible assets |
Total 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 | |||
| Acquisitions | 48,000 | 547,816 | 23,416,774 | 24,012,590 | |||
| Acquisitions of subsidiaries (Note 7) | - | 5,818,744 | 99,731 | 5,918,475 | |||
| Disposals | (94,666) | (298,922) | (237,553) | (631,141) | |||
| Exchange rate effect | (21,613) | 106,293 | - | 84,680 | |||
| Transfers | 175,966 | 21,653,860 | (22,008,826) | (179,000) | |||
| Closing balance as at 30 September 2016 | 104,110,140 | 312,803,842 | 28,166,646 | 445,080,628 | |||
| 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 | 597,194 | 17,434,078 | - | 18,031,272 | |||
| Acquisitions of subsidiaries (Note 7) | - | 3,441,212 | - | 3,441,212 | |||
| Disposals | (94,666) | (203,337) | - | (298,003) | |||
| Exchange rate effect | (16,344) | 59,866 | - | 43,522 | |||
| Transfers | (47) | (12,436) | - | (12,483) | |||
| Closing balance as at 30 September 2016 | 27,486,475 | 205,194,659 | - | 232,681,134 | |||
| Carrying amount as at 30 September 2016 | 76,623,665 | 107,609,183 | 28,166,646 | 212,399,494 |
| Intangible assets | ||||
|---|---|---|---|---|
| Patents and other similar rights |
Other intangible assets |
Intangible assets in progress |
Total intangible assets |
|
| Gross assets | ||||
| Opening balance as at 1 January 2015 | 103,463,568 | 234,715,645 | 36,352,643 | 374,531,856 |
| Acquisitions | 36,990 | 56,834 | 29,244,982 | 29,338,806 |
| Acquisitions of subsidiaries | 1,000 | - | - | 1,000 |
| Disposals | (63,330) | (661,786) | (362,165) | (1,087,281) |
| Exchange rate effect | (70,441) | (230,091) | - | (300,532) |
| Transfers | 497,283 | 20,500,398 | (21,082,688) | (85,007) |
| Closing balance as at 30 de September 2015 | 103,865,070 | 254,381,000 | 44,152,772 | 402,398,842 |
| Accumulated depreciation | ||||
| and impairment losses | ||||
| Opening balance as at 1 January 2015 | 25,933,771 | 163,155,297 | - | 189,089,068 |
| Depreciation of the period | 912,568 | 13,607,029 | - | 14,519,597 |
| Disposals | (61,994) | (508,216) | - | (570,210) |
| Exchange rate effect | (47,742) | (121,761) | - | (169,503) |
| Transfers | (23) | - | - | (23) |
| Closing balance as at 30 de September 2015 | 26,736,580 | 176,132,349 | - | 202,868,929 |
| Carrying amount as at 30 September 2015 | 77,128,490 | 78,248,651 | 44,152,772 | 199,529,913 |
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 and Sonae SR, 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 30 September 2016 and 31 December 2015, the caption "Goodwill" was made up as follows by insignia and country:
| 30 September 2016 | ||||||
|---|---|---|---|---|---|---|
| Portugal | Spain | Other countries | Total | |||
| Sonae MC | 435,108,110 | - | - | 435,108,110 | ||
| Sonae SR | ||||||
| worten | 53,422,018 | - | - | 53,422,018 | ||
| sports and fashion | 174,809,507 | 16,946,726 | 692,020 | 192,448,253 | ||
| Sonae RP | 3,089,451 | - | - | 3,089,451 | ||
| 666,429,086 | 16,946,726 | 692,020 | 684,067,832 | |||
| 31 December 2015 | ||||||
| Portugal | Spain | Other countries | Total | |||
| Sonae MC | 435,008,109 | - | - | 435,008,109 | ||
| Sonae SR | ||||||
| worten | 53,422,018 | - | - | 53,422,018 | ||
| sports and fashion | 7,262,018 | 18,363,680 | 692,020 | 26,317,718 | ||
| Sonae RP | 3,669,166 | - | - | 3,669,166 | ||
| 499,361,311 | 18,363,680 | 692,020 | 518,417,011 |
On 30 September 2016 and 2015, the movements in the caption goodwill as well as in the corresponding impairment losses, are as follows:
| 30 September 2016 | 30 September 2015 | |
|---|---|---|
| Gross value: | ||
| Opening balance | 526,058,679 | 505,807,904 |
| Goodwill generated in the period (Note 7) | 167,547,490 | 767,300 |
| Other variations | (1,896,669) | - |
| Closing balance | 691,709,500 | 506,575,204 |
| Accumulated impairment | ||
| losses: | ||
| Opening balance | 7,641,668 | 7,641,668 |
| Increases | - | - |
| Closing balance | 7,641,668 | 7,641,668 |
| Carrying amount | 684,067,832 | 498,933,536 |
During the nine months period ended at 30 September 2016 and 2015, the movements in the caption "Other Investments" can be detailed as follows:
| 30 September 2016 | 30 September 2015 | |||
|---|---|---|---|---|
| Non Current | Current | Non Current | Current | |
| Other investments: | ||||
| Opening balance as at 1 January | 12,164,765 | - | 11,572,032 | 6,123 |
| Increases in the period | 1,000,833 | - | 400,631 | 147 |
| Transfer to "Associated companies" | (1,963,874) | - | - | - |
| Decreases in the period | (278,913) | - | - | (6,270) |
| Increase/(Decrease) in fair value | - | - | (1,221) | - |
| Closing balance as at 30 September | 10,922,811 | - | 11,971,443 | - |
| Derivative financial instruments | ||||
| Fair value as at 1 January | - | 2,506,086 | - | 3,995,221 |
| Increase/(Decrease) in fair value | - | (1,635,860) | - | (3,462,063) |
| Fair value as at 30 September (Note 20) | - | 870,226 | - | 533,158 |
| Total of Other Investments | 10,922,811 | 870,226 | 11,971,443 | 533,158 |
In other financial investments non-current, are recorded 9,976,138 euro (9,998,825 euro as at 30 September 2015), related to deposited amounts on an Escrow Account (Note 6).
As at 30 September 2016 and 31 December 2015, "Other non-current assets" are detailed as follows:
| 30 September 2016 | 31 December 2015 | |
|---|---|---|
| Loans granted to related parties | 651,119 | 620,688 |
| Trade accounts receivable and other debtors | ||
| Bails (a) | 5,419,327 | 4,633,112 |
| Legal deposits (b) | 730,261 | 605,316 |
| Special regime for payment of tax and social security debts (c) | 5,207,108 | 5,207,108 |
| Amount receivable for selling the Modelo Cont.Seguros | 2,450,000 | 2,450,000 |
| Amount receivable for selling the Raso SGPS | - | 527,618 |
| Others | 48,786 | 36,268 |
| 13,855,482 | 13,459,422 | |
| Accumulated impairment losses in other debtors (Note 24) | (2,450,000) | (2,450,000) |
| 11,405,482 | 11,009,422 | |
| Other non-current assets | 3,650 | 3,187 |
| 12,060,251 | 11,633,297 |
"Loans granted to associated companies" refer to MDS SGPS, SA 651,119 euro (620,688 euro as at 31 December 2015). This loan bears interests at usual market rates and do not have a defined maturity.
Most significant values included in "Trade accounts receivable and other debtors" refers to:
a) Amounts related with guarantees of lease contracts in group stores located in Spain, which have not matured until this date;
As at 30 September 2016 and 31 December 2015, "Trade accounts receivable and other current assets" are detailed as follows:
| 30 September 2016 | 31 December 2015 | |
|---|---|---|
| Trade accounts receivable | 84,967,515 | 62,290,001 |
| Taxes recoverable | 59,836,035 | 48,839,730 |
| Granted loans to related companies | 25,249,111 | 39,811,954 |
| Other debtors | ||
| Trade suppliers - debtor balances | 50,085,983 | 37,291,228 |
| VAT recoverable on real estate assets | 2,774,095 | 2,560,040 |
| Disposal of investments | 573,668 | 2,482,072 |
| Accounts receivable from the disposal of tangible fixed assets | 2,354,537 | 2,463,910 |
| Vouchers and gift cards | 1,224,850 | 1,214,062 |
| Other debtors | 21,017,103 | 26,808,419 |
| 78,030,236 | 72,819,731 | |
| Other current assets | ||
| Prepayments - Rents | 80,447,438 | 47,661,848 |
| Insurance premiums paid in advance | 10,848,748 | 6,353,493 |
| Condominiums management fee's | 7,767,463 | 6,484,212 |
| Commissions to be received | 3,154,878 | 1,996,911 |
| Software licenses | 777,160 | 892,705 |
| Interests to be received | 576,212 | 836,631 |
| Commercial discounts | 722,390 | 928,439 |
| Other current assets | 16,829,420 | 9,325,279 |
| 121,123,709 | 74,479,518 | |
| Accumulated impairment losses (Note 24) | (17,019,539) | (15,236,228) |
| 352,187,067 | 283,004,706 |
In other accounts receivable from related companies are included about 25.2 million euro (39.8 million euro as at 31 December 2015) of amount receivable from the Sonae SGPS, SA resulting of companies' inclusion in Special Regime of Taxing Groups of Companies.
Deferred tax assets and liabilities as at 30 September 2016 and 31 December 2015 are as follows, taking into consideration its temporary differences:
| Deferred tax assets | |||||
|---|---|---|---|---|---|
| Deferred tax liabilities | |||||
| 30 September 2016 | 31 December 2015 | 30 September 2016 | 31 December 2015 | ||
| Difference between fair value and acquisition cost | 5,373,387 | 6,127,552 | 13,167,618 | 20,849,622 | |
| Temporary differences on tangible and intangible assets | 1,856,531 | 1,616,131 | 45,948,352 | 45,720,732 | |
| Provisions and impairment losses not accepted for tax purposes | 5,972,577 | 6,580,316 | - | - | |
| Write off of tangible and intangible assets | 207 | 73,408 | - | - | |
| Valuation of hedging derivatives | 70,336 | 242,175 | 183,760 | 364,824 | |
| Revaluation of tangible assets | - | - | 1,073,850 | 1,160,205 | |
| Tax losses carried forward | 42,964,233 | 38,050,179 | - | - | |
| Reinvested capital gains/(losses) | - | - | 346,776 | 547,219 | |
| Tax benefits | 509,459 | 1,030,619 | - | - | |
| Others | 3,048,375 | 3,017,467 | 1,790,902 | 1,852,914 | |
| 59,795,105 | 56,737,847 | 62,511,258 | 70,495,516 |
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 30 September 2016 and 31 December 2015, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| 30 September 2016 | 31 December 2015 | |||||
|---|---|---|---|---|---|---|
| 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 | 273,243 | 57,381 | 2027 | 230,791 | 48,466 | 2027 |
| Generated in 2016 | 317,720 | 66,721 | 2028 | - | - | |
| 1,785,199 | 374,892 | 1,425,027 | 299,256 | |||
| Without limited time use | 170,212,506 | 42,589,341 | 150,883,958 | 37,750,923 | ||
| 171,997,705 | 42,964,233 | 152,308,985 | 38,050,179 |
As at 30 September 2016 and 31 December 2015, deferred tax assets resulting from tax losses carried forward were assessed against each company's business plans, which are regularly updated, and available tax planning opportunities. Deferred tax assets have only been recorded to the extent that future taxable profits will arise which may be offset against available tax losses or against deductible temporary differences. This evaluation centered on the business plan of Sonae Investimentos entities, which were reviewed and updated periodically and on the available and identified fiscal opportunities.
As at 30 September 2016, there was tax losses carried forward, amounting to 181.9 million euro (176.6 million euro as at 31 December 2015) for which no deferred tax assets were recognized due to uncertainties of their future use.
| 30 September 2016 | 31 December 2015 | ||||||
|---|---|---|---|---|---|---|---|
| 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 | 1,442,389 | 302,902 | 2017 | 3,746,735 | 786,814 | 2017 | |
| Generated in 2013 | 809,338 | 169,961 | 2018 | 809,338 | 169,961 | 2018 | |
| Generated in 2016 | - | - | 2028 | - | - | ||
| 2,251,727 | 472,863 | 4,556,073 | 956,775 | ||||
| Without limited time use | 179,600,866 | 46,528,383 | 172,029,996 | 44,079,419 | |||
| With a time limit different from the above mentioned |
33,052 | 6,610 | 26,561 | 5,312 | |||
| 181,885,645 | 47,007,856 | 176,612,630 | 45,041,506 | ||||
As at 30 September 2016 and 31 December 2015 "Cash and cash equivalents" can be detailed as follows:
| 30 September 2016 31 December 2015 | |
|---|---|
| 8,400,718 | 9,257,191 |
| 76,128,657 | 79,759,028 |
| 12,146 | 3,830 |
| 84,541,521 | 89,020,049 |
| (16,324,121) | (12,579,037) |
| 68,217,400 | 76,441,012 |
Bank overdrafts are disclosed in the statement of financial position under Current bank loans.
As at 31 December 2015 were transferred to "Non-Current Assets held for sale" 131 million euro which corresponded to the net value of the assets disposed in 2016 but to this date the transactions were already in advanced process of negotiation.
The above-mentioned transactions occurred in the 1st quarter of 2016, and include:
As at 30 September 2016, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares which do not hold right to any fixed income, with a nominal value of 1 Euro each.
As at 30 September 2016 and 31 December 2015, the subscribed share capital was held as follows:
| Company | 30 September 2016 |
31 December 2015 |
|---|---|---|
| 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 30 September 2016, 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 others entities who hold the company's share capital.
As at 30 September 2016 and 31 December 2015, 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 30 September 2016 and 31 December 2015, non-controlling interests are detailed as follows:
| 30 September 2016 | |||||
|---|---|---|---|---|---|
| Equity | Net Profit/ (Loss) | Statment of financial position |
Proportion in income |
Dividends/ Income received |
|
| Investments Funds | 269,945,494 | 28,392,835 | 31,265,271 | 1,474,021 | (610,230) |
| IVN - Serviços Partilhados, SA | (19,111,230) | 2,256,260 | 74,218,131 | 1,128,131 | - |
| Others | 51,708,667 | 4,011,560 | 23,508,279 | 1,636,991 | (114,810) |
| Total | 302,542,931 | 34,660,655 | 128,991,681 | 4,239,143 | (725,040) |
| 31 December 2015 | |||||
|---|---|---|---|---|---|
| Equity | Net Profit/ (Loss) | Statment of financial position |
Proportion in income |
Dividends/ Income received |
|
| Investments Funds | 270,752,269 | 28,699,386 | 30,390,421 | 1,942,152 | (1,522,396) |
| Others | 47,664,617 | 2,359,356 | 21,902,464 | 896,845 | (113,299) |
| Total | 318,416,886 | 31,058,742 | 52,292,885 | 2,838,997 | (1,635,695) |
Movements in non-controlling interests during the periods ended as at 30 September 2016 and 2015 are as
| 30 September 2016 | ||||
|---|---|---|---|---|
| Investments Funds |
IVN - Serviços Partilhados, SA |
Others | Total | |
| Balance as at 1 January | 30,390,421 | - | 21,902,464 | 52,292,885 |
| Dividends distributed | - | - | (114,810) | (114,810) |
| Income distribution from investment funds | (610,230) | - | - | (610,230) |
| Changes in shareholding interests | 11,059 | - | - | 11,059 |
| Exchange rate effect | - | - | 33,362 | 33,362 |
| Acquisition of subsidiaries (Note 7) | - | 73,090,000 | - | 73,090,000 |
| Changes in hedge reserves | - | - | 50,249 | 50,249 |
| Others | - | - | 23 | 23 |
| Profit for the period attributable to non-controlling interests | 1,474,021 | 1,128,131 | 1,636,991 | 4,239,143 |
| Closing balance | 31,265,271 | 74,218,131 | 23,508,279 | 128,991,681 |
| 30 September 2015 |
| Investments Funds |
Others | Total | ||
|---|---|---|---|---|
| Balance as at 1 January | 60,290,573 | 19,944,389 | 80,234,962 | |
| Dividends distributed | (760,031) | (113,298) | (873,329) | |
| Changes in shareholding interests | (19,825,468) | - | (19,825,468) | |
| Exchange rate effect | - | (50,553) | (50,553) | |
| Changes in hedge reserves | - | (38,610) | (38,610) | |
| Others | - | 34 | 34 | |
| Profit for the period attributable to non-controlling interests | 1,912,036 | 691,630 | 2,603,666 | |
| Closing Balance | 41,617,110 | 20,433,592 | 62,050,702 |
| 30 September 2016 Outstanding amount |
31 December 2015 | |||
|---|---|---|---|---|
| Outstanding amount | ||||
| Current | Non Current | Current | Non Current | |
| Bank loans | ||||
| Sonae Investimentos, SGPS, S.A. - commercial paper | 105,000,000 | 141,000,000 | 60,000,000 | 160,000,000 |
| 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 | - | 25,000,000 | - | 25,000,000 |
| Others | 24,853,500 | 15,253,481 | 17,011,550 | 5,036,532 |
| 129,853,500 | 286,253,481 | 77,011,550 | 295,036,532 | |
| Bank overdrafts (Note 15) | 16,324,121 | - | 12,579,037 | - |
| Up-front fees beared with the issuance of loans | - | (249,151) | - | (343,038) |
| Bank loans | 146,177,621 | 286,004,330 | 89,590,587 | 294,693,494 |
| Bonds | ||||
| Bonds Sonae Investimentos/ 2012/ 2017 | - | - | 50,000,000 | 95,000,000 |
| Bonds Sonae Investimentos /June 2013/ 2018 | - | 50,000,000 | - | 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 | 25,000,000 | 95,000,000 | - | - |
| Bonds Sonae Investimentos SGPS/ September 2016/2021 | 3,000,000 | 12,000,000 | - | - |
| Bonds IVN 2016/2023 | 5,000,000 | 30,000,000 | - | - |
| Up-front fees beared with the issuance of loans | (2,176) | (2,174,138) | (37,920) | (2,329,027) |
| Bonds | 32,997,824 | 339,825,862 | 49,962,080 | 297,670,973 |
| Other loans | 12,030 | 1,347,110 | 26,974 | 1,347,110 |
| Derivative instruments (Note 20) | 294,604 | - | 860,503 | - |
| Other loans | 306,634 | 1,347,110 | 887,477 | 1,347,110 |
| Obligations under finance leases | 557,475 | 1,109,863 | 3,142,651 | 2,423,501 |
| 180,039,554 | 628,287,165 | 143,582,795 | 596,135,078 |
The average interest rate at 30 September 2016 of bonds and loans was 1.53% (2.48% on 31 December 2015). These bonds and bank loans bear interests at variable interest rates indexed to Euribor.
The derivative instruments are recorded at fair value (Note 20).
The repayment schedule of the nominal value of borrowings (including bank loans and obligations under finance leases) is summarized as follows:
| 30 September 2016 31 December 2015 | ||
|---|---|---|
| N+1 | 179,747,126 | 142,760,212 |
| N+2 | 105,747,688 | 184,528,813 |
| N+3 | 16,953,307 | 57,779,959 |
| N+4 | 205,645,871 | 45,873,483 |
| N+5 | 292,363,588 | 310,438,521 |
| After N+5 | 10,000,000 | 186,367 |
| 810,457,580 | 741,567,355 | |
The maturities above were estimated in accordance with the contractual terms of loans and taking into account Sonae's best estimated regarding their reimbursement date.
Under the credit facilities and commercial paper programs with firm commitments, the Group has 380 million euro credit facilities available to meet its liquidity requirements, as follows:
| 30 September 2016 | 31 December 2015 | |||
|---|---|---|---|---|
| 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 |
47,143,007 168,260,000 |
332,500,000 520,000,000 |
60,806,401 142,060,000 |
340,000,000 535,000,000 |
Additionally, as at 30 September 2016, Sonae Investimentos has, as detailed in Note 15 "Cash and cash equivalents", the value of 84,541,521 euro (89,020,049 euro on 31 December 2015).
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.
As at 30 September 2016 there are no exchange rate derivatives considered of speculation (522,124 euro as at 31 December 2015).
The fair value of exchange rate derivatives hedging instruments, calculated based on present market value of equivalent financial instruments of exchange rate, is 294,604 euro as liabilities (860,503 euro as at 31 December 2015) and 870,226 euro as assets (1,983,962 euro as at 31 December 2015).
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 30 September 2016.
Interest rate and exchange rate derivatives
As at 30 September 2016 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 | ||||
|---|---|---|---|---|---|
| 30 September 2016 | 31 December 2015 | 30 September 2016 | 31 December 2015 | ||
| Derivatives not qualified as hedging | |||||
| Exchange rate | - | 522,124 | - | - | |
| Hedging derivatives | |||||
| Exchange rate | 870,226 | 1,983,962 | 294,604 | 860,503 | |
| 870,226 | 2,506,086 | 294,604 | 860,503 |
As at 30 September 2016 and 31 December 2015, the caption "Other non-current liabilities" is detailed as follows:
| 30 September 2016 | 31 December 2015 | |
|---|---|---|
| Shareholders loans | 402,322,783 | 402,325,936 |
| Other non-current liabilities | 1,842,504 | 1,695,334 |
| Share based payments (Note 22) | 1,178,614 | 2,307,197 |
| Deferred of revenue from the sale of warranties extention | 28,799,375 | 28,196,895 |
| Accruals and deferrals | 4,919,406 | 2,697,861 |
| Other non-current liabilities | 439,062,682 | 437,223,223 |
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 of 7% and repayment at the end of the loan period. The fair value of this loan on 30 September 2016 is 54,004 euro (56,404 euro as at 31 December 2015) 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; and
loans in affiliated undertakings related to a shareholders' loan granted by a minority shareholder to a subsidiary that bears interest at usual market rate. The fair value of this loan is similar to its book value with no defined maturity.
As at 30 September 2016, the caption "Other non-current liabilities" includes 595,560 euro (500,156 euro as at 31 December 2015) 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 12).
In 2016 and in previous years, Sonae Investimentos Group granted deferred performance bonuses to its directors and eligible employees. These are based on shares to be acquired at nil cost or with discount, three years after they were attributed to the employee. The purchase can be exercised during the period between the third anniversary of the grant date and the end of that year. The company has the choice to settle its responsibilities in cash instead of shares. The option can only be exercised if the employee still works for Sonae Group on the vesting date.
Liabilities arising from deferred performance bonuses as at 30 September 2016 and 31 December 2015 are made up as follows:
| Number of shares | Fair Value | ||||||
|---|---|---|---|---|---|---|---|
| Grant year | Vesting year |
Number of participants |
30 September 2016 | 31 December 2015 | 30 September 2016 31 December 2015 | ||
| Shares | |||||||
| 2013 | 2016 | 71 | - | 4,340,974 | - | 4,505,516 | |
| 2014 | 2017 | 60 | 2,324,951 | 2,386,903 | 1,580,967 | 2,501,474 | |
| 2015 | 2018 | 73 | 1,849,732 | 1,830,764 | 1,245,920 | 1,918,641 | |
| 2016 | 2019 | 81 | 2,649,103 | - | 1,807,308 | 0 | |
| Total | 6,823,786 | 8,558,641 | 4,634,195 | 8,925,631 |
As at 30 September 2016 and 31 December 2015 the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which has not yet vested:
| 30 September 2016 | 31 December 2015 | |
|---|---|---|
| Staff costs | (26,423) | 4,673,927 |
| Recorded in previous years | 2,654,256 | 2,138,786 |
| 2,627,833 | 6,812,713 | |
| Other non-current liabilities (Note 21) | 1,178,614 | 2,307,197 |
| Other current liabilities (Note 23) | 1,449,219 | 4,505,516 |
| 2,627,833 | 6,812,713 |
The share based payment plan costs are recognized during the years between the grant and vesting date as staff costs.
As at 30 September 2016 and 31 December 2015 the caption "Trade creditors and other current liabilities" can be detailed as follows:
| 30 September 2016 31 December 2015 | ||
|---|---|---|
| Trade creditors | 1,104,799,305 | 1,143,806,164 |
| Taxes payable | 65,713,175 | 65,321,335 |
| Other creditors | ||
| Tangible asset suppliers | 44,524,981 | 45,731,837 |
| Related undertakings | 40,254,927 | 41,380,237 |
| Other debts | 39,664,497 | 42,688,239 |
| 124,444,405 | 129,800,313 | |
| Other current liabilities | ||
| Holiday pay and bonuses | 122,603,645 | 98,487,910 |
| Other external supplies and services | 39,457,789 | 40,576,691 |
| Deferred of revenue from the sale of warranties extention | 29,215,374 | 24,471,084 |
| Marketing expenses | 9,576,491 | 13,791,241 |
| Charges made on the sale of real estate | 18,263,872 | 10,031,166 |
| Accrued income - rents | 9,278,126 | 6,685,283 |
| Share based payments (Note 22) | 1,449,219 | 4,505,516 |
| Interest payable to parent companies | 24,711,111 | - |
| Interest payable to Others | 2,983,795 | 2,893,228 |
| Real estate municipality tax | 2,508,475 | 2,372,162 |
| Others | 11,237,365 | 9,691,320 |
| 271,285,262 | 213,505,600 | |
| 1,566,242,148 | 1,552,433,412 |
The caption "Related undertakings" includes 40.3 million euro (41.3 million euro as at 31 December 2015) related to amount payable to Sonae SGPS, SA result of the inclusion companies in Special Regime of Taxing Groups of Companies.
The caption "Other debts" includes:
Movements in "Provisions and impairment losses", for the nine months period ended as at 30 September 2016 and 2015, were as follows:
| Caption | Balance as at 1 January 2016 |
Increase | Decrease | Changes in consolidation perimeter |
Balance as at 30 September 2016 |
|---|---|---|---|---|---|
| Accumulated impairment losses on tangible assets (Note 8) | 134,000,955 | 6,367,467 | (18,121,152) | 416,568 | 122,663,838 |
| Accumulated impairment losses on intangible assets | 1,497,024 | - | - | - | 1,497,024 |
| Accumulated impairment losses on other non current assets (Note 12) |
2,450,000 | - | - | - | 2,450,000 |
| Accumulated impairment losses on trade accounts receivable and other debtors (Note 13) |
15,236,228 | 2,512,742 | (2,719,680) | 1,990,249 | 17,019,539 |
| Non current provisions | 11,585,642 | 1,413,807 | (1,867,366) | 218,500 | 11,350,583 |
| Current provisions | 2,819,950 | - | - | - | 2,819,950 |
| 167,589,799 | 10,294,016 | (22,708,198) | 2,625,317 | 157,800,934 | |
| Caption | Balance as at 1 January 2015 |
Increase | Decrease | Transfers | Balance as at 30 September 2015 |
| Accumulated impairment losses on investments | 10,031,409 | - | (2,262,691) | (7,768,718) | - |
| Accumulated impairment losses on tangible assets | 144,059,960 | 44,502 | (6,363,462) | - | 137,741,000 |
| Accumulated impairment losses on intangible assets | 1,497,101 | - | (77) | - | 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 |
18,346,622 | 8,861,992 | (3,344,452) | - | 23,864,162 |
| Non current provisions | 22,396,928 | - | (7,519,316) | - | 14,877,612 |
| Current provisions | 3,438,257 | - | - | - | 3,438,257 |
| 202,220,277 | 8,906,494 | (19,489,998) | (7,768,718) | 183,868,055 |
The caption "Non-current Provisions" and "Current Provisions" includes:
8,073,182 euro (6,779,929 euro as at 31 December 2015) relating to non-current contingencies assumed by the company, when selling its subsidiary Sonae Distribuição Brasil, S.A. in 2005. This provision is being used as costs are incurred, and it is recorded taking into account the best estimate of costs to be incurred which results from a significant number of civil and labour lawsuits of reduced amount. During 2015, the group made an estimate change taking into consideration the outcome of recent lawsuits, with the buyer of the former subsidiary in Brazil, with respect to the related contingencies, having reinforced the provision in 23,700,000 reais (6,505,887 euro). Additionally during the year the Group proceeded with the offsetting of a provision of contingencies in Brazil, with an amount of 9,607,850 euro received during this year from Carrefour. This amount received included accrued interests of amounts wrongly received by that entity as a result of the usage of a bank guarantee in previous periods, which was contested at that time by the group.
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 1,495,968 euro (3,363,334 euro as at 31 December 2015). 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 30 September 2016 and 31 December 2015, the major "Contingent liabilities" were guarantees given, which can be detailed as follows:
| Garantees and sureties given | 30 September 2016 | 31 December 2015 |
|---|---|---|
| on tax claims on judicial claims on municipal claims for proper agrement fulfillment other guarantees |
971,712,094 822,154 9,232,403 15,323,500 11,824,261 |
929,791,189 624,472 8,268,603 17,165,647 4,940,068 |
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 547.5 million euro (520 million euro as at 31 December 2015) 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;
The caption guarantees given on tax claims include guarantees granted, in the amount of 142.9 million euro (144.3 million euro as at 31 December 2015), in favour of Tax authorities regarding 2007 up to 2012. Concerning these guarantees, the most significant amount relates to an increase in equity arising on the disposal of own shares to a third party in 2007, as well as to the disregard of the reinvestment concerning capital gains in share disposal, and the fact that demerger operations must be disregarded for income tax purposes. The Company has presented an appeal against this additional tax claim, being the Board of Directors understanding, based on its advisors assessment, that such appeal will be favourable.
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, 16.7 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 37.3 million euro (135 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.
b) Contingent liabilities related to tax claims paid under regularization programs of tax debts
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 12).
c) Contingent liabilities related to discontinued activities in subsidiaries in Brazil
In addition to the previously disclosed guarantees, as a consequence of the sale of a subsidiary in Brazil, Sonae guaranteed to the buyer of the subsidiary all the losses incurred by that company arising on unfavourably 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 2015, 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 31.4 million at 31 December 2015).
Furthermore, there are other tax assessments totalling 44.5 million euro, 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.
As at 30 September 2016 and 2015, "Other operational income" is as follows:
| 30 September 2016 | 30 September 2015 | |
|---|---|---|
| Supplementary income | 467,113,998 | 409,948,493 |
| Prompt payment discounts received | 18,299,546 | 17,708,418 |
| Exchange differences | 10,839,388 | 22,919,212 |
| Own work capitalised | 7,938,133 | 7,303,863 |
| Gains on disposal of assets | 63,527,618 | 42,089,565 |
| Impairment losses and provisions reversals | 4,354,397 | 7,369,956 |
| Others | 2,925,569 | 780,031 |
| 574,998,649 | 508,119,538 |
The caption "Gains in disposals of assets" includes:
13.6 million euro relating to the operations of "Sale and Leaseback" of 4 food retail assets located in Portugal (Note 8); and
49.5 million euro from the disposal of assets classified as held for sale in 2015 (Note 16).
Balances and transactions with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | |||||
|---|---|---|---|---|---|---|
| Transactions | 30 September 2016 | 30 September 2015 | 30 September 2016 | 30 September 2015 | ||
| Parent company | 1,075,945 | 962,876 | 1,514,010 | 1,329,757 | ||
| Subsidiaries 1) | - | 964,035 | - | 4,630,921 | ||
| Associated companies | 28,942,950 | 28,571,444 | 242,508 | 171,507 | ||
| Other related parties 2) | 43,803,960 | 46,450,785 | 52,541,096 | 51,251,332 | ||
| 73,822,855 | 76,949,140 | 54,297,614 | 57,383,517 | |||
| Interest income | Interest expenses | |||||
| Transactions | 30 September 2016 | 30 September 2015 | 30 September 2016 | 30 September 2015 | ||
| Parent company | - | 1,661 | 25,738,473 | 25,451,881 | ||
| Subsidiaries 1) | - | 331,132 | - | - | ||
| Associated companies | 14,677 | 202,980 | - | - | ||
| Other related parties 2) | - | - | 167,519 | 83,344 | ||
| 14,677 | 535,773 | 25,905,992 | 25,535,225 | |||
| Accounts receivable | Accounts payable | |||||
| Balances | 30 September 2016 | 31 December 2015 | 30 September 2016 | 31 December 2015 | ||
| Parent company | 25,554,112 | 39,852,783 | 66,416,162 | 43,503,785 | ||
| Associated companies | 5,051,554 | 5,853,840 | 2,410,633 | 995,073 | ||
| Other related parties 2) | 16,513,717 | 21,499,121 | 14,335,622 | 17,640,121 | ||
| 47,119,383 | 67,205,744 | 83,162,417 | 62,138,979 | |||
| Loans | ||||||
| Obtained | Granted | |||||
| Balances | 30 September 2016 | 31 December 2015 | 30 September 2016 | 31 December 2015 | ||
| Parent company (Note 21) Associated companies |
400,000,000 - |
400,000,000 - |
- 651,119 |
- 651,119 |
1) Subsidiary classified as held for sale in 2015;
2) Other related parties are considered to be related party affiliates or companies under joint control of Efanor SGPS. SA those are not included in Sonae Investimentos, including companies belonging to the Sonae Group, Sonae Indústria and Sonae Capital and minority shareholders of subsidiaries and affiliates of the Group.
402,335,144 402,414,770 651,119 651,119
Other related parties 2) 2,335,144 2,414,770 - -
The amounts recorded as loans granted from other relating parties represent borrowings from shareholders of subsidiary companies which bear interests at market rates.
Granted loans to associated companies, refer to values of loans granted to associate company MDS, SGPS, SA.
Income tax for the nine months period ended on 30 September 2016 and 2015 is detailed as follows:
| 30 September 2016 | 30 September 2015 | |
|---|---|---|
| Current tax | 6,856,223 | 14,491,591 |
| Deferred tax | (9,482,175) | (11,062,458) |
| (2,625,952) | 3,429,133 |
Earnings per share for the nine months period ended on 30 September 2016 and 2015 were calculated taking into consideration the following amounts:
| 30 September 2016 | 30 September 2015 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings per share (consolidated profit for the period) |
81,145,878 | 61,364,991 |
| Net profit taken into consideration to calculate diluted earnings per share |
81,145,878 | 61,364,991 |
| 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) | 0.090162 | 0.068183 |
On 30 September 2016 and 2015 there is no dilutive effect on the number of shares outstanding.
Sonae Investimentos is a group of retail and has three segments:
Sonae MC is our food retail unit, operating 548 stores directly and 277 stores operated under franchise and joint venture agreements under Continente, Continente Modelo, Continente Bom Dia, Meu Super business concepts and even some adjacent business concepts Bom Bocado, Bagga, Note!, Makenotes and Well's;
Sonae SR is our specialised retail unit, with a presence in the electronics, sports and fashion market operating 590 stores directly and 109 stores under franchising agreements under the Worten, Sport Zone, MO, Zippy and Losan and Salsa;
Sonae RP is our retail real estate unit which actively manages retail real estate properties of Sonae Investimentos, composed principally of stores operating under the brand Continente and under other brands of Sonae SR.
Sonae IM includes a company that operates in the retail DIY products, building and garden (Maxmat), insurance brokers (MDS), nevertheless the Group decided to include this operating segment in "Others, eliminations and adjustments".
These operating segments have been identified taking into consideration that each of these segments has separate identifiable revenues and costs, separate financial information is produced, and its operating results are reviewed by management on which it makes decisions.
The main operating segment information for the periods ended 30 September 2016 and 2015 can be detailed as follows:
| Turnover | 30 September 2016 | Inter-segment income |
30 September 2015 | Inter-segment income |
|---|---|---|---|---|
| Sonae MC | 2,684,565,804 | (1,350,759) | 2,549,400,554 | (1,237,817) |
| Sonae SR | ||||
| Worten | 633,867,121 | (3,099,228) | 625,714,812 | (3,411,945) |
| Sports and Fashion | 373,748,770 | (19,388,174) | 291,225,018 | (16,644,331) |
| Sonae RP | 69,211,176 | (61,618,355) | 92,167,151 | (86,683,869) |
| Others, eliminations and adjustments | 4,081,912 | - | (34,329,247) | - |
| Total consolidated | 3,765,474,784 | (85,456,517) | 3,524,178,288 | (107,977,962) |
| Depreciation and amortisation | Provisions and impairment losses | EBIT | ||||
|---|---|---|---|---|---|---|
| 30 September 2016 | 30 September 2015 | 30 September 2016 | 30 September 2015 | 30 September 2016 30 September 2015 | ||
| Sonae MC | 67,094,024 | 64,109,495 | 551,039 | 1,505,739 | 72,161,234 | 81,391,305 |
| Sonae SR | ||||||
| Worten | 18,606,866 | 17,525,388 | 741,878 | 274,242 | (16,148,546) | (20,229,545) |
| Sports and Fashion | 17,762,336 | 15,778,431 | 746,375 | 523,474 | (24,498,383) | (32,055,415) |
| Sonae RP | 17,721,870 | 20,918,161 | 6,536,987 | - | 99,449,650 | 101,690,127 |
| Others, eliminations and adjustments | 2,233,921 | 1,802,154 | 1,578 | 5,697 | (3,814,373) | (9,709,769) |
| Total direct consolidated | 123,419,017 | 120,133,629 | 8,577,857 | 2,309,152 | 127,149,582 | 121,086,703 |
| Investment (CAPEX) | Invested capital | |||||
| 30 September 2016 | 30 September 2015 | 30 September 2016 | 31 December 2015 | |||
| Sonae MC | 114,481,199 | 74,224,811 | 533,156,842 | 466,999,988 | ||
| Sonae SR |
| Worten | 19,658,938 | 24,553,008 | 20,566,098 | (18,148,441) |
|---|---|---|---|---|
| Sports and Fashion | 98,859,948 | 22,732,605 | 400,078,950 | 189,556,528 |
| Sonae RP | 41,957,250 | 36,373,086 | 908,757,261 | 1,046,536,798 |
| Others, eliminations and adjustments | 6,899,125 | 5,613,711 | 87,438,862 | 70,161,809 |
| Total consolidated | 281,856,460 | 163,497,221 | 1,949,998,012 | 1,755,106,682 |
| Turnover | EBIT | ||||
|---|---|---|---|---|---|
| 30 September 2016 | 30 September 2015 | 30 September 2016 | 30 September 2015 | ||
| Inter-segment income | (85,456,517) | (109,750,895) | - | - | |
| Equity method | - | - | (570,878) | (1,264,846) | |
| Contribution from companies not included in the segments |
89,538,429 | 75,421,648 | 2,474,549 | 821,908 | |
| Others | - | - | (5,718,044) | (9,266,831) | |
| Eliminations and adjustments | 4,081,912 | (34,329,247) | (3,814,373) | (9,709,769) | |
| Investment (Capex) | Invested capital | ||||
| 30 September 2016 | 30 September 2015 | 30 September 2016 | 31 December 2015 | ||
| Investments and loans granted to associated companies |
- | - | 55,852,914 | 48,203,015 | |
| Investment acquisiton | 5,985,094 | 2,500,557 | - | - | |
| Contribution from companies not included in the segments |
611,185 | 546,389 | 32,457,311 | 34,670,458 | |
| Others | 302,845 | 2,566,765 | (871,364) | (12,711,664) | |
| Others, eliminations and adjustments | 6,899,125 | 5,613,711 | 87,438,862 | 70,161,809 |
Net Invested capital = Total net debt + total shareholder funds;
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;
Investments (CAPEX) = Investments in tangible and intangible assets and investments in acquisitions.
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 only calculated in the direct income component, excluding the indirect contributions.
The reconciliation between consolidated income and direct-indirect income for the periods ended 30 September 2016 and 2015 can be summarised as follows:
| 30 September 2016 | 30 September 2015 | |||||
|---|---|---|---|---|---|---|
| Consolidated | Indirect | Direct | Consolidated | Indirect | Direct | |
| accounts | income | income | accounts | income | income | |
| Turnover | 3,765,474,784 | - | 3,765,474,784 | 3,524,178,288 | - | 3,524,178,288 |
| Investment income | ||||||
| Dividends and other adjustments | 102,077 | - | 102,077 | 151,524 | 151,524 | - |
| Others | (10,671) | - | (10,671) | (4,735,362) | (4,735,362) | - |
| Impairment losses reversal | 2,496,966 | - | 2,496,966 | 3,651,384 | - | 3,651,384 |
| Others | 509,356,870 | - | 509,356,870 | 464,638,676 | - | 464,638,676 |
| Total income | 4,277,420,026 | - | 4,277,420,026 | 3,987,884,510 | (4,583,838) | 3,992,468,348 |
| Total expenses | (4,066,725,246) | (508,533) | (4,066,216,713) | (3,771,546,368) | (2,659,710) | (3,768,886,658) |
| Depreciation and amortisation | (123,419,017) | - | (123,419,017) | (120,133,629) | - | (120,133,629) |
| Losses on tangible and intangible assets | (7,144,726) | - | (7,144,726) | (7,116,222) | - | (7,116,222) |
| Provisions and impairment | (8,577,857) | - | (8,577,857) | (2,309,152) | - | (2,309,152) |
| Profit before financial results and share of | ||||||
| results in joint ventures and associated companies |
71,553,179 | (508,533) | 72,061,712 | 86,779,139 | (7,243,548) | 94,022,688 |
| Non recorrent items | 55,760,823 | - | 55,760,823 | 28,328,862 | - | 28,328,862 |
| Financial profit/(loss) | (43,984,055) | - | (43,984,055) | (46,445,365) | - | (46,445,365) |
| Share of results in joint ventures and associated | ||||||
| undertakings | ||||||
| MDS | (3,707) | - | (3,707) | (1,277,934) | - | (1,277,934) |
| Ulabox | (929,164) | - | (929,164) | (328,095) | - | (328,095) |
| Others | 361,993 | - | 361,993 | 341,183 | - | 341,183 |
| Profit before taxation | 82,759,069 | (508,533) | 83,267,602 | 67,397,790 | (7,243,548) | 74,641,339 |
| Income tax | 2,625,952 | - | 2,625,952 | (3,429,133) | - | (3,429,133) |
| Profit/(Loss) after taxation | 85,385,021 | (508,533) | 85,893,554 | 63,968,657 | (7,243,548) | 71,212,206 |
| Attributable to equity holders of Sonae | 81,145,878 | (508,533) | 81,654,411 | 61,364,991 | (7,243,548) | 68,608,539 |
| Non-controlling interests | 4,239,143 | - | 4,239,143 | 2,603,666 | - | 2,603,666 |
| "Underlying" EBITDA (b) | 208,604,270 | 219,930,306 | ||||
| Direct EBITDA (a) | 263,794,215 | 246,994,322 | ||||
| Direct EBIT (c) | 127,149,582 | 121,086,704 |
(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;
(c) Direct EBIT = Direct EBT - financial results;
(d) Direct EBT = Direct results before non-controlling interests and taxes;
(e) Direct income = Results excluding contributions to indirect income;
(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.
The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 7 November 2016.
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
(Translaon of individual financial statements originally issued in Portuguese.In case of discrepancy the Portuguese version prevails)
| (Amounts expressed in euro) | Notes | 30.September.2016 | 30.September.2015 | 31.December.2015 |
|---|---|---|---|---|
| ASSETS | ||||
| NON-CURRENT ASSETS: | ||||
| Intangible assets | 264 | 502 | 435 | |
| Investments in subsidiaries and associates companies | 4 | 1,655,094,515 | 1,803,578,745 | 1,676,827,937 |
| Other non-current assets | 5 | 1,169,836,036 | 685,943,506 | 1,194,041,341 |
| Total non-current assets | 2,824,930,815 | 2,489,522,753 | 2,870,869,713 | |
| CURRENT ASSETS: | ||||
| Trade account receivables and other current assets | 6 | 1,329,683,082 | 2,784,769,053 | 2,119,175,183 |
| Cash and cash equivalents | 7 | 350,957 | 10,678 | 131,553 |
| Total current assets | 1,330,034,039 | 2,784,779,731 | 2,119,306,736 | |
| Non-current assets held for sale | - | 4,525,381 | - | |
| TOTAL ASSETS | 4,154,964,854 | 5,278,827,865 | 4,990,176,449 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 8 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
| Reserves and retained earnings | 1,758,675,056 | 1,818,831,465 | 1,818,831,465 | |
| Net Profit / (Loss) for the period | 9,107,790 | 29,067,077 | (20,156,409) | |
| TOTAL EQUITY | 2,767,782,846 | 2,847,898,542 | 2,798,675,056 | |
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: | ||||
| Loans | 9 | 450,825,862 | 447,845,727 | 457,670,973 |
| Other non-current liabilities | 10 | 400,000,000 | 400,000,000 | 400,234,375 |
| Deferred tax liabilities | - | 26 | - | |
| Total non-current liabilities | 850,825,862 | 847,845,753 | 857,905,348 | |
| CURRENT LIABILITIES: | ||||
| Loans | 9 | 134,191,492 | 191,631,010 | 122,415,679 |
| Trade creditors and other current liabilities | 11 | 402,164,654 | 1,391,452,560 | 1,211,180,366 |
| Total current liabilities | 536,356,146 | 1,583,083,570 | 1,333,596,045 | |
| TOTAL EQUITY AND LIABILITIES | 4,154,964,854 | 5,278,827,865 | 4,990,176,449 | |
The accompanying notes are part of these condensed individual financial statements.
| (Translation of individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails) | |||||
|---|---|---|---|---|---|
| (Amounts expressed in euro) | Notes | rd quarter 2016 3 |
3rd quarter 2015 | 30.September.2016 | 30.September.2015 |
| Gains or losses on investments | 14 | 2,780,707 | 37,656,714 | 8,361,800 | 33,034,651 |
| Financial income | 15 | 14,389,418 | 7,068,451 | 48,843,467 | 60,035,288 |
| Other income | 101,398 | 163,777 | 293,184 | 369,793 | |
| External supplies and services | (823,184) | (700,476) | (2,438,978) | (2,300,297) | |
| Staff costs | (18,579) | (15,488) | (45,269) | (34,086) | |
| Depreciation and amortisation | (57) | (25) | (171) | (121) | |
| Financial expenses | 15 | (15,764,906) | (15,529,526) | (50,935,725) | (49,739,391) |
| Other expenses | (14,424) | (10,916) | (47,859) | (134,105) | |
| Profit/(Loss) before taxation | 650,373 | 28,632,511 | 4,030,449 | 41,231,732 | |
| Taxation | 2,118,563 | (7,624,546) | 5,077,341 | (12,164,655) | |
| Profit/(Loss) after taxation | 2,768,936 | 21,007,965 | 9,107,790 | 29,067,077 | |
| Profit/(Loss) per share | 16 | 0.0031 | 0.0233 | 0.0101 | 0.0323 |
The accompanying notes are part of these condensed individual financial statements.
CONDENSED INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 SEPTEMBER 2016 AND 2015
| (Translation of the individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails) | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in euro) | rd quarter 2016 3 |
rd quarter 2015 3 |
30.September.2016 | 30.September.2015 | ||||
| Net Profit / (Loss) for the period | 2,768,936 | 21,007,965 | 9,107,790 | 29,067,077 | ||||
| Total comprehensive income for the period | 2,768,936 | 21,007,965 | 9,107,790 | 29,067,077 |
The accompanying notes are part of these condensed individual financial statements.
(Translation of the individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
| ( d i ) Am nts ou ex pre sse n e uro |
ha ita l S re ca p |
l re Leg a se rve |
he Ot r re se rve s |
l re To ta se rve s d r ine d eta an rni ea ng s |
/ fit ( ) Ne t P Los ro s |
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|---|---|---|---|---|---|---|
| lan Ba 1 J 20 15 at ce as an ua ry |
1, 00 0, 00 0, 00 0 |
14 1, 23 7, 81 6 |
1, 12 3, 54 4, 82 9 |
1, 26 4, 78 2, 64 5 |
59 4, 04 8, 82 0 |
2, 85 8, 83 1, 46 5 |
| l co he fo he d To ive in rio ta r t mp re ns co me pe |
- | - | - | - | 29 06 7, 07 7 , |
29 06 7, 07 7 , |
| iat ion f p fit f 2 01 Ap 4: pro pr o ro o |
||||||
| Tra fe le l re nd he r to ot ns ga se rve s a r re se rve s |
- | 29 70 2, 45 0 , |
52 4, 34 6, 37 0 |
55 4, 04 8, 82 0 |
( ) 55 4, 04 8, 82 0 |
- |
| ide nd dis bu d Div tri te s |
- | - | - | - | ( ) 40 00 0, 00 0 , |
( ) 40 00 0, 00 0 , |
| lan be Ba 30 Se r 2 01 5 at te ce as p m |
1, 00 0, 00 0, 00 0 |
170 94 0, 26 6 , |
1, 64 7, 89 1, 199 |
1, 81 8, 83 1, 46 5 |
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2, 84 7, 89 8, 54 2 |
| lan Ba 1 J 20 16 at ce as an ua ry |
1, 00 0, 00 0, 00 0 |
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1, 64 7, 89 1, 199 |
1, 81 8, 83 1, 46 5 |
( ) 20 15 6, 40 9 , |
2, 79 8, 67 5, 05 6 |
| l co he ive in fo he rio d To ta r t mp re ns co me pe |
- | - | - | - | 9, 10 79 0 7, |
9, 10 79 0 7, |
| f p fit f 2 Ap iat ion 01 5: pro pr o ro o |
||||||
| fe he Tra r to ot ns r re se rve s |
- | - | ( ) 20 15 6, 40 9 , |
( ) 20 15 6, 40 9 , |
20 15 6, 40 9 , |
- |
| dis bu d Re tri te se rve s |
- | - | ( ) 40 00 0, 00 0 , |
( ) 40 00 0, 00 0 , |
- | ( ) 40 00 0, 00 0 , |
| lan be Ba 30 Se r 2 01 6 at te ce as p m |
1, 00 0, 00 0, 00 0 |
170 94 0, 26 6 , |
1, 58 7, 73 4, 79 0 |
1, 75 8, 67 5, 05 6 |
9, 10 7, 79 0 |
2, 76 7, 78 2, 84 6 |
The accompanying notes are part of these condensed individual financial statements.
| (Translation of the individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails) | |||||
|---|---|---|---|---|---|
| (Amounts expressed in euro) | Notes | rd quarter 2016 3 |
3rd quarter 2015 | 30.September.2016 30.September.2015 | |
| OPERATING ACTIVITIES | |||||
| Net cash flow from operating activities (1) | 5,351,835 | (5,699,428) | 601,001 | (3,050,137) | |
| INVESTMENT ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Investments | 30,162,652 | - | 32,702,652 | 1,435,757,800 | |
| Interest and similar income | 301,832 | 332,696 | 21,341,508 | 21,988,389 | |
| Dividends | - | - | 114,810 | 113,299 | |
| Others | - | 37,656,714 | 5,479,445 | 37,656,714 | |
| Loans granted | 1,601,799,304 | 2,328,706,359 | 3,013,876,903 | 2,791,203,370 | |
| 1,632,263,788 | 2,366,695,769 | 3,073,515,318 | 4,286,719,572 | ||
| Cash payments arising from: | |||||
| Investments | (834,770) | (1,017,761,000) | (12,258,361) | (1,045,142,687) | |
| Loans granted | (699,057,304) | (2,072,835,010) | (2,177,211,469) | (4,001,371,792) | |
| (699,892,074) | (3,090,596,010) | (2,189,469,830) | (5,046,514,479) | ||
| Net cash used in investment activities (2) | 932,371,714 | (723,900,241) | 884,045,488 | (759,794,907) | |
| FINANCING ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 2,095,904,696 | 2,671,507,370 | 5,453,909,252 | 6,149,012,990 | |
| 2,095,904,696 | 2,671,507,370 | 5,453,909,252 | 6,149,012,990 | ||
| Cash payments arising from: | |||||
| Loans obtained | (2,952,274,392) | (1,905,501,743) | (6,272,067,464) | (5,400,635,012) | |
| Interest and similar charges | (3,306,708) | (3,092,084) | (15,008,942) | (15,963,960) | |
| Dividends | (40,000,000) | (40,000,000) | (40,000,000) | (40,000,000) | |
| (2,995,581,100) | (1,948,593,827) | (6,327,076,406) | (5,456,598,972) | ||
| Net cash used in financing activities (3) | (899,676,404) | 722,913,543 | (873,167,154) | 692,414,018 | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | 38,047,145 | (6,686,126) | 11,479,335 | (70,431,026) | |
| Cash and cash equivalents at the beginning of the period | (38,889,856) | (23,135,126) | (12,322,046) | 40,609,774 | |
| Cash and cash equivalents at the end of the period | 7 | (842,711) | (29,821,252) | (842,711) | (29,821,252) |
The accompanying notes are part of these condensed individual financial statements.
(Translation of individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
SONAE INVESTIMENTOS, SGPS, SA, "the Company" or "Sonae Investimentos" it's a Portuguese Corporation, with head-office in Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Matosinhos, Portugal.
The Company's main activity is the management of shareholdings (Note 4).
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 2015.
As at 30 September 2016 and 31 December 2015, the investments in subsidiaries and associates companies are made up as follows:
| Company | 30.September.2016 | 31.December.2015 | ||
|---|---|---|---|---|
| % held | Final balance | % held | Final balance | |
| Apor - Agência para a Modernização do Porto, SA | 22.75% | 300,000 | 22.75% | 300,000 |
| Azulino - Imobiliária, SA | 100.00% | 498,025 | 100.00% | 498,025 |
| Bertimóvel - Sociedade Imobiliária, SA | 100.00% | 1,565,000 | 100.00% | 1,565,000 |
| Canasta - Empreendimentos Imobiliários, SA | 100.00% | 112,000 | 100.00% | 112,000 |
| Chão Verde - Sociedade de Gestão Imobiliária, SA | 100.00% | - | 100.00% | - |
| Citorres - Sociedade Imobiliária, SA | 100.00% | 477,848 | 100.00% | 477,848 |
| Cumulativa - Sociedade Imobiliária, SA | 100.00% | 1,445,000 | 100.00% | 1,445,000 |
| Elergone Energia, Lda | 75.00% | 1,118,737 | 75.00% | 1,118,737 |
| Fozimo - Sociedade Imobiliária, SA | 100.00% | 24,940 | 100.00% | 24,940 |
| Fundo de Investimento Imobiliário Fechado Imosede | 80.40% | 103,497,607 | 80.40% | 103,497,607 |
| Fundo de Investimento Imobiliário Imosonae Dois | - | - | 18.28% | 27,334,891 |
| Iginha - Sociedade Imobiliária, SA | 100.00% | 1,359,000 | 100.00% | 1,359,000 |
| Imoestrutura - Sociedade Imobiliária,SA | 100.00% | 24,940 | 100.00% | 24,940 |
| Imomuro - Sociedade Imobiliária, SA | 100.00% | 1,123,885 | 100.00% | - |
| Imoresultado - Sociedade Imobiliária, SA | 100.00% | 109,736 | 100.00% | 109,736 |
| MDS, SGPS, SA | 47.53% | 50,196,920 | 47.53% | 50,196,920 |
| MJLF - Empreendimentos Imobiliários, SA | 100.00% | 190,000 | 100.00% | 190,000 |
| Modelo - Distribuição de Materiais de Construção, SA | 50.00% | 21,510,614 | 50.00% | 21,510,614 |
| Modelo Hiper Imobiliária, SA | 100.00% | 10,012,648 | 100.00% | 10,012,648 |
| MOVVO, SA | 25.58% | 2,702,060 | 16.00% | 991,315 |
| Ponto de Chegada - Promoção Imobiliária, SA | 100.00% | 100,000 | 100.00% | 50,000 |
| Predicomercial - Promoção Imobiliária, SA | 100.00% | 6,372,293 | 100.00% | 6,372,293 |
| Predilugar - Sociedade Imobiliária, SA | 100.00% | 50,000 | 100.00% | 50,000 |
| 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 | - | - |
| Socijofra - Sociedade Imobiliária, SA | 100.00% | 550,000 | 100.00% | 550,000 |
| Soliférias - Operadores Turísticos, SA | - | - | 11.12% | 133,162 |
| 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% | 1,375,504,275 | 100.00% | 1,375,504,275 |
| Sonae Financial Services, SA | 100.00% | 15,130,000 | 100.00% | 12,330,000 |
| Sonae SR Malta Holding Limited | - | 1 | - | 1 |
| Sonaegest - Soc. Gest. de Fundos de Investimento, SA | 40.00% | 384,351 | 40.00% | 384,351 |
| Valor N, SA | 100.00% | 2,087,315 | 100.00% | 2,087,315 |
| Total | 1,655,094,515 | 1,676,827,937 |
As at 30 September 2016 and 31 December 2015 the other non-current assets were as follows:
| 30.September.2016 | 31.December.2015 | |
|---|---|---|
| Loans granted | 1,169,796,036 | 1,193,513,723 |
| Other debtors | 40,000 | 527,618 |
| Total | 1,169,836,036 | 1,194,041,341 |
The loans granted have a long term maturity, bear interests at market rates indexed to Euribor and their fair value is similar to their carrying amount.
As at 30 September 2016 and 31 December 2015 the loans granted are no past due.
As at 30 September 2016 and 31 December 2015 the trade accounts receivable and other current assets were as follows:
| 30.September.2016 | 31.December.2015 | |
|---|---|---|
| Group companies: | ||
| Short term loans | 1,255,571,015 | 2,062,612,216 |
| Interests charged but not received | 81,366 | 20,752,285 |
| Taxes - Special Regime for taxation of groups of companies |
3,447,790 | 13,148,034 |
| Additional tax payment | 17,722 | 17,722 |
| Special regime for payment of tax and social security debts (DL 248-A/2002, 14 November) |
2,795,018 | 2,795,019 |
| Special regime for payment of tax and social security debts (DL 151-A/2013, 31 October) |
788,298 | 788,298 |
| Receivables on the sale of investments | 573,668 | 2,482,072 |
| Taxes recoverable | 9,680,473 | 8,323,773 |
| Other current assets | 56,652,679 | 8,192,564 |
| Others | 75,053 | 63,200 |
| Total | 1,329,683,082 | 2,119,175,183 |
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 and DL 151-A/2013, of 31 October) 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 income and prepayments include mainly receivables relating to interest, from loans granted to group companies.
As at 30 September 2016 and 31 December 2015, cash and cash equivalents can be detailed as follows:
| 30.September.2016 | 31.December.2015 | |
|---|---|---|
| Bank deposits | 350,957 | 131,553 |
| Cash and cash equivalents on the balance sheet | 350,957 | 131,553 |
| Bank overdrafts | (1,193,668) | (12,453,599) |
| Cash and cash equivalents on the cash flow statement | (842,711) | (12,322,046) |
Bank overdrafts are disclosed in the statement of financial position under the caption short term bank loans.
As at 30 September 2016 and 31 December 2015, 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 30 September 2016 and 31 December 2015, the subscribed share capital was held as follows:
| 30.September.2016 | 31.December.2015 | |
|---|---|---|
| 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 30 September 2016 and 31 December 2015, this caption included the following loans:
| 30.September.2016 | 31.December.2015 | |
|---|---|---|
| Bonds Sonae Investimentos / 2012/2017 | - | 95,000,000 |
| 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 | - |
| Bonds Sonae Investimentos/ September 2016/2021 | 12,000,000 | - |
| Up-front fees not yet charged to income statement | (2,174,138) | (2,329,027) |
| Bonds loans | 309,825,862 | 297,670,973 |
| Commercial paper | 141,000,000 | 160,000,000 |
| Bank loans | 141,000,000 | 160,000,000 |
| Non-current loans | 450,825,862 | 457,670,973 |
| Bonds Sonae Investimentos / 2012/2017 | - | 50,000,000 |
| Bonds Sonae Investimentos/ June 2016/2021 | 25,000,000 | - |
| Bonds Sonae Investimentos/ September 2016/2021 | 3,000,000 | - |
| Up-front fees not yet charged to income statement | (2,176) | (37,920) |
| Bonds loans | 27,997,824 | 49,962,080 |
| Commercial paper | 105,000,000 | 60,000,000 |
| Bank overdrafts | 1,193,668 | 12,453,599 |
| Bank loans | 106,193,668 | 72,453,599 |
| Current loans | 134,191,492 | 122,415,679 |
Under the above mentioned lines of credit and commercial paper programs with firm commitments, the company had 356 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 | 465,000,000 |
| Available credit facilities amounts | 31,833,187 | 324,000,000 |
The interest rate as at 30 September 2016 of the bonds and bank loans was, on average, 1.50% (2.73% as at 31 December 2015).
As at 30 September 2016 and 31 December 2015 the analysis of maturity of loans excluding the derived instruments having in consideration its nominal value is as follows:
| 30.September.2016 | 31.December.2015 | |
|---|---|---|
| N+1 | 134,193,668 | 122,453,599 |
| N+2 | 89,000,000 | 175,000,000 |
| N+3 | 3,000,000 | 50,000,000 |
| N+4 | 78,000,000 | 30,000,000 |
| N+5 | 283,000,000 | 205,000,000 |
As at 30 September 2016 and 31 December 2015 this caption is as follows:
| 30.September.2016 | 31.December.2015 | |
|---|---|---|
| Loans obtained | 400,000,000 | 400,000,000 |
| Other debtors | - | 234,375 |
| Total | 400,000,000 | 400,234,375 |
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.
At 30 September 2016 the fair value of this bond loan is 54,004 euro (56,404 euro on 31 December 2015) per bond, and was determined based on discounted cash flows method.
As at 30 September 2016 and 31 December 2015 Sonae, SGPS, SA and Sonae Investments, BV held 6,948 and 1,052 bonds, respectively.
As at 30 September 2016 and 31 December 2015, this heading is made up as follows:
| 30.September.2016 | 31.December.2015 | |
|---|---|---|
| Suppliers | 3,529 | 27,692 |
| Group companies: | ||
| Short term loans | 353,255,174 | 1,187,413,386 |
| Taxes - Special Regime for taxation of groups | ||
| of companies | 4,546,949 | 14,023,723 |
| Taxes and contributions payable | 1,899,120 | 1,921,801 |
| Accrued expenses | 42,155,973 | 6,144,439 |
| Others | 303,909 | 1,649,325 |
| Total | 402,164,654 | 1,211,180,366 |
The caption accrued expenses includes mainly accrued interests not yet due relating to loans obtained.
As at 30 September 2016 and 31 December 2015 the contingent liabilities were detailed as follows:
| 30.September.2016 | 31.December.2015 | |
|---|---|---|
| Guarantees rendered: | ||
| related to tax claims awaiting outcome | ||
| Guarantees provided by financial institutions | 86,763,780 | 86,763,780 |
| Guarantees provided by parent company | 255,152,531 | 255,152,531 |
| related to local and municipal claims awaiting outcome | - | 28,938 |
| others | 12,403,113 | 10,633,113 |
| Guarantees given in favour of subsidiaries (a) | 62,974,843 | 62,926,569 |
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: | 30.September.2016 | 31.December.2015 |
|---|---|---|
| Parent companies | 1,957,562 | 11,600,933 |
| Subsidiaries | 56,373,675 | 29,131,749 |
| Associated companies | 34,407 | 77,645 |
| Accounts receivable | 58,365,644 | 40,810,327 |
| Parent companies | 25,725,634 | 9,494,044 |
| Subsidiaries | 18,567,517 | 8,344,335 |
| Associated companies | - | 511,213 |
| Other related parties | 191 | 191 |
| Accounts payable | 44,293,342 | 18,349,783 |
| Subsidiaries | 2,425,649,703 | 3,262,315,137 |
| Associated companies | 2,959,263 | 2,928,832 |
| Loans granted | 2,428,608,966 | 3,265,243,970 |
| Parent companies | 400,000,000 | 400,000,000 |
| Subsidiaries | 353,255,174 | 1,187,413,386 |
| Loans obtained | 753,255,174 | 1,587,413,386 |
Main balances and transactions with related parties are detailed as follows:
| Transactions: | 30.September.2016 | 30.September.2015 |
|---|---|---|
| Parent companies | 1,068,097 | 1,004,050 |
| Subsidiaries | - | 320 |
| Associated companies | 19,045 | 16,797 |
| Other related parties | 104 | 106 |
| Purchases and services obtained | 1,087,246 | 1,021,273 |
| Parent companies | 48,493 | 50,912 |
| Subsidiaries | 228,130 | 275,621 |
| Jointly controlled companies | - | 69 |
| Other income | 276,623 | 326,602 |
| Parent companies | - | 1,661 |
| Subsidiaries | 48,095,600 | 59,581,091 |
| Associated companies | 70,220 | 262,116 |
| Interest income | 48,165,820 | 59,844,868 |
| Parent companies | 25,739,473 | 25,451,880 |
| Subsidiaries | 12,170,930 | 5,759,009 |
| Other related parties | 111,892 | 24,208 |
| Interest expenses | 38,022,295 | 31,235,097 |
| Subsidiaries | 114,810 | 113,299 |
| Dividend income | 114,810 | 113,299 |
| Subsidiaries | 30,162,652 | - |
| Investments disposal | 30,162,652 | - |
| Other related parties | 47,054 | - |
| Investments acquisition | 47,054 | - |
| Subsidiaries | 5,479,445 | 37,656,714 |
| Income from Investment Fund Participation Units | 5,479,445 | 37,656,714 |
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 the 9 months ended as at 30 September 2016 and 2015 did not occur any transactions including granted loans to the Company's Directors.
As at 30 September 2016 and 2015 investment income is as follows:
| 30.September.2016 | 30.September.2015 | |
|---|---|---|
| Dividends received | 114,810 | 113,299 |
| Income of financial investments | 5,479,445 | 37,656,714 |
| Reverse of impairment losses | - | 2,262,690 |
| Impairment losses | - | (6,998,052) |
| Income on investments sales | 2,781,576 | - |
| Losses on investments sales | (14,031) | - |
| Total | 8,361,800 | 33,034,651 |
As at 30 September 2016 and 2015, net financial expenses are as follows:
| 30.September.2016 | 30.September.2015 | |
|---|---|---|
| Interest receivable | ||
| related to bank deposits | 9,539 | 7,735 |
| related to loans granted | 48,165,820 | 59,844,869 |
| Others | 23,978 | 173,450 |
| Other financial income | 644,130 | 9,234 |
| Financial income | 48,843,467 | 60,035,288 |
| Interest payable | ||
| related to bank deposits and overdrats | (1,937,041) | (1,071,322) |
| related to non convertible bonds | (7,650,519) | (12,934,955) |
| related to loans obtained | (38,022,295) | (31,235,099) |
| Other financial expenses | ||
| Up front fees on the issuance of debt | (3,229,195) | (3,567,311) |
| Others | (96,675) | (930,704) |
| Financial expenses | (50,935,725) | (49,739,391) |
Earnings per share for the periods ended 30 September 2016 and 2015 were calculated taking into consideration the following amounts:
| 30.September.2016 | 30.September.2015 | |
|---|---|---|
| Net Profit | ||
| Net profit taken into consideration to calculate basic earnings per share (Net profit for the period) |
9,107,790 | 29,067,077 |
| Net profit taken into consideration to calculate diluted earnings per share |
9,107,790 | 29,067,077 |
| 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) | 0.0101 | 0.0323 |
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 7 November 2016.
During the period ended as at 30 September 2016 shareholders' loan contracts were signed with the following companies:
Sonae Capital Brasil Ltda
During the period ended as at 30 September 2016, treasury application agreements were signed with the following companies:
Bertimóvel – Sociedade Imobiliária, SA
Chão Verde – Sociedade de Gestão Imobiliária, SA
Contimobe – Imobiliária do Castelo de Paiva, SA
Efanor Investimentos, SGPS, SA
Elergone Energia, Lda
Fashion Division, SA
Imoestrutura – Sociedade Imobiliária, SA
MJLF – Empreendimentos Imobiliários, SA
Pharmacontinente - Saúde e Higiene, SA
Predicomercial – Promoção Imobiliária, SA
Sonae, SGPS, SA
Sonae Financial Services, SA
Tlantic Portugal, SA
Zippy – Comércio e Distribuição, SA
As at 30 September 2016 amounts owed by subsidiaries can be detailed as follows:
| Company | 30.September.2016 |
|---|---|
| Azulino - Imobiliária, SA | 3,270,478 |
| Bertimóvel - Sociedade Imobiliária, SA | 39,000 |
| Canasta - Empreendimentos Imobiliários, SA | 658,767 |
| Chão Verde - Sociedade de Gestão Imobiliária, SA | 9,084,000 |
| Citorres - Sociedade Imobiliária, SA | 1,329,608 |
| Cumulativa - Sociedade Imobiliária, SA | 499,890 |
| Discovery Sports, SA | 3,616,304 |
| Elergone Energia, Lda | 763,000 |
| Farmácia Selecção, SA | 686,204 |
| Fashion Division, SA | 71,689,304 |
| Fozimo – Sociedade Imobiliária, SA | 893,127 |
| Igimo – Sociedade Imobiliária, SA | 458,243 |
| Iginha – Sociedade Imobiliária, SA | 4,870,388 |
| Imoconti – Sociedade Imobiliária, SA | 147,304 |
| Imoestrutura - Sociedade Imobiliária, SA | 232,743 |
| Imomuro - Sociedade Imobiliária, SA | 3,577,304 |
| Imoresultado – Sociedade Imobiliária, SA | 511,899 |
| Imosistema - Sociedade Imobiliária, SA | 86,243 |
| MJB - Design, Lda | 761,500 |
| MJLF - Empreendimentos Imobiliários, SA | 2,020,684 |
| Modalfa - Comércio e Serviços, SA | 18,083,882 |
| Modalloop - Vestuário e Calçado, SA | 2,398,305 |
| Modelo - Distribuição de Materiais de Construção, SA | 2,308,144 |
| Modelo Continente Hipermercados, SA | 224,793,660 |
| MDS, SGPS, SA | 651,119 |
| Pharmaconcept - Actividades em Saúde, SA | 2,304 |
| Ponto de Chegada - Sociedade Imobiliária, SA | 6,859,000 |
| Predicomercial - Promoção Imobiliária, SA | 117,000 |
| Predilugar - Sociedade Imobiliária, SA | 9,061,000 |
| SDSR - Sport Division SR, SA | 18,234,181 |
| Selifa - Sociedade de Empreendimentos Imobiliários, SA | 1,743,473 |
| Sempre à Mão - Sociedade Imobiliária, SA | 268,027 |
| Socijofra - Sociedade Imobiliária, SA | 3,491,574 |
| Sociloures - Sociedade Imobiliária, SA | 446,785 |
| Sonae Capital Brasil, Ltda | 5,560,628 |
| Sonae Center Serviços II, SA | 37,295,708 |
| Sonae MC - Modelo Continente, SGPS, SA | 1,971,920,305 |
| Sonaerp - Retail Properties, SA | 15,792,388 |
| Sondis Imobiliária, SA | 681,247 |
| Valor N, SA | 2,311,636 |
| Zippy - Comércio e Distribuição, SA | 804,305 |
| Zyevolution - Investigação e Desenvolvimento, SA | 588,305 |
| Total | 2,428,608,966 |
The amounts due to group companies as at 30 September 2016 related to the mentioned contracts were the following:
| Company | 30.September.2016 |
|---|---|
| BB Food Service, SA | 1,446,696 |
| Bertimóvel - Sociedade Imobiliária, SA | 12,464,933 |
| Bom Momento - Comércio Retalhista, SA | 248,696 |
| Contimobe - Imobiliária do Castelo de Paiva, SA | 15,476,501 |
| Continente Hipermercados, S.A. | 98,517,696 |
| Chão Verde - Sociedade de Gestão Imobiliária, SA | 5,985,757 |
| Infofield - Informática, SA | 1,238,696 |
| Modelo Hiper Imobiliária, SA | 4,293,696 |
| Pharmacontinente - Saúde e Higiene, SA | 2,776,696 |
| Predicomercial - Promoção Imobiliária, SA | 19,176,131 |
| Sesagest - Projectos e Gestão Imobiliária, SA | 36,849,162 |
| Sonaesr Serviços e Logística, SA | 3,217,000 |
| Têxtil do Marco, SA | 1,248,819 |
| Tlantic Portugal - Sistemas de Informação, SA | 51,000 |
| Worten - Equipamentos para o Lar, SA | 150,263,695 |
| Total | 353,255,174 |
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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