Quarterly Report • Nov 30, 2015
Quarterly Report
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Porto Commercial Registry and Fiscal Number 501 532 927
REPORT AND ACCOUNTS
30 September 2015
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 2015.
During the course of the first nine months of 2015, the consolidated turnover of Sonae Investimentos totalled 3 524 million euros, which corresponds to an increase of 0.8% when compared to the same period in the previous year.
The Company's operating cash‐flow (EBITDA) reached 247 million euros, which represents a 4.4% increase versus last year (+10 million euros). This includes a reduction of the contribution of Sonae MC, negatively affected by the highly competitive market environment in food retail, and of Sonae SR, where, it should be noted that operating costs were negatively affected by adverse exchange‐rate effects related to raw‐materials purchased in dollars.
This EBITDA performance is impacted by the development of the real estate assets monetisation strategy, namely the four sale and leaseback transactions in 1H15 which totalled 185 million euros, and generated capital gains of 40 million euros. Notwithstanding the completion of these transactions, Sonae RP continues to be focused on monetising additional assets.
Overall, EBITDA margin stood at 7.0% of turnover (+0.2pp above the first nine months of 2014).
Operating results (EBIT), increased to 121 million euros in the period, and increase of 8 million euros when compared to the first nine months of 2014. This performance implies that operational results margin amounted to 3.4% of turnover, increasing 0.2pp over last year's.
Sonae Investimentos consolidated net result in the first nine months of 2015 totalled 61 million euros, 15 million euros above the comparable period of 2014.
At the end of June, Sonae Investimentos detained an overall portfolio of 1,320 stores1, corresponding to a sales area of 1,091 thousand m21. During the period, the company continued to evolve its store network in both national and international markets. Sonae SR continued to consolidate its store networks and had, in particular, a total of 168 stores outside of Portugal, including 62 under franchising agreements.
Sonae MC also continued to further develop its store network, opening 1 Continente Modelo, 5 Continente Bom Dia, 51 Meu Super Stores (all under franchise agreements), 9 Well's (5 of which under franchise
1 Excludes Geostar
agreements), 7 Bom Bocado / Bagga (1 under franchise agreement) and 7 note! (4 under franchise agreement).
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 164 million euros during the first nine months of the year (125 million euros in 2014 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, 2 of November 2015
The Board of Directors,
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
sale of articles + services rendered.
turnover + other income ‐ negative goodwill ‐ reversal of impairment loses ‐ operational costs + gains / losses on sales of assets ‐ provision for extensions of guarantees + results of companies consolidated via equity method.
EBITDA – amortisations and impairment losses.
increase in gross fixed assets (tangible and intangible) + changes in perimeter (as a result of acquisitions and disposals) ‐ disposals in gross fixed assets (tangible and intangible) + increases in goodwill.
current borrowings + noncurrent borrowings + financial leasing creditors – cash and cash equivalents – other current financial investments
ratio between net financial debt and shareholders' funds
gross fixed assets (tangible and intangible) + other gross real estate assets (including goodwill) ‐ amortisations and impairment losses + financial investments + working capital
financial statements
(Amounts expressed in euro)
(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| ASSETS | Notes | 30 September 2015 | 30 September 2014 Restated Note 4 |
31 December 2014 Restated Note 4 |
1 January 2014 Restated Note 4 |
|---|---|---|---|---|---|
| NON-CURRENT ASSETS: | |||||
| Tangible assets | 9 | 1,650,442,539 | 1,785,664,227 | 1,798,574,339 | 1,820,583,824 |
| Intangible assets | 10 | 199,529,913 | 177,888,146 | 185,442,788 | 163,731,471 |
| Goodwill | 11 | 498,933,536 | 498,186,402 | 498,166,236 | 498,186,402 |
| Investments in joint ventures and associates | 6 | 39,036,552 | 40,819,956 | 40,703,708 | 51,797,067 |
| Other investments | 7 and 12 | 11,971,443 | 11,571,873 | 11,572,032 | 13,401,237 |
| Deferred tax assets | 15 | 89,783,552 | 119,751,622 | 81,753,780 | 117,412,133 |
| Other non-current assets | 13 | 27,057,006 | 23,358,117 | 29,450,786 | 23,103,739 |
| Total Non-Current Assets | 2,516,754,541 | 2,657,240,343 | 2,645,663,669 | 2,688,215,873 | |
| CURRENT ASSETS: | |||||
| Inventories | 590,380,776 | 559,091,636 | 601,898,771 | 588,396,336 | |
| Trade account receivable and other current assets | 14 | 337,494,997 | 339,588,151 | 255,835,519 | 240,029,563 |
| Investments | 12 | 533,158 | 5,048,408 | 4,001,344 | 42,105 |
| Cash and cash equivalents | 16 | 60,264,493 | 65,082,487 | 101,826,265 | 71,510,332 |
| Total Current Assets | 988,673,424 | 968,810,682 | 963,561,899 | 899,978,336 | |
| Assets held for sale | 17 | 4,525,381 | - | - | - |
| TOTAL ASSETS | 3,509,953,346 | 3,626,051,025 | 3,609,225,568 | 3,588,194,209 | |
| EQUITY AND LIABILITIES | |||||
| EQUITY: | |||||
| Share capital | 18 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
| Own shares | (320,000,000) | (320,000,000) | (320,000,000) | (320,000,000) | |
| Reserves and retained earnings | (86,507,839) | (110,866,065) | (111,463,435) | 10,429,313 | |
| Profit/(Loss) for the period attributable to the equity holders of the Parent Company | 61,364,991 | 46,623,395 | 70,697,244 | (84,265,323) | |
| Equity attributable to the equity holders of the Parent Company | 654,857,152 | 615,757,330 | 639,233,809 | 606,163,990 | |
| Equity attributable to non-controlling interests | 19 | 62,050,702 | 82,922,942 | 80,234,962 | 84,312,167 |
| TOTAL EQUITY | 716,907,854 | 698,680,272 | 719,468,771 | 690,476,157 | |
| LIABILITIES: | |||||
| NON-CURRENT LIABILITIES: | |||||
| Loans | 20 | 560,654,545 | 405,511,333 | 388,725,787 | 768,686,701 |
| Other non-current liabilities | 22 | 441,862,997 | 452,445,667 | 437,747,822 | 444,708,892 |
| Deferred tax liabilities | 15 | 87,729,224 | 126,689,041 | 91,057,069 | 116,937,919 |
| Provisions | 25 | 14,877,612 | 22,196,688 | 22,396,928 | 29,588,227 |
| Total Non-Current Liabilities | 1,105,124,378 | 1,006,842,729 | 939,927,606 | 1,359,921,739 | |
| CURRENT LIABILITIES: | |||||
| Loans Trade creditors and other current liabilities |
20 24 |
197,360,586 | 485,802,690 | 407,205,050 | 72,398,603 |
| 1,487,122,271 | 1,432,011,595 | 1,539,185,884 | 1,462,679,721 | ||
| Provisions | 25 | 3,438,257 | 2,713,739 | 3,438,257 | 2,717,989 |
| Total Current Liabilities | 1,687,921,114 | 1,920,528,024 | 1,949,829,191 | 1,537,796,313 | |
| TOTAL LIABILITIES | 2,793,045,492 | 2,927,370,753 | 2,889,756,797 | 2,897,718,052 | |
| TOTAL EQUITY AND LIABILITIES | 3,509,953,346 | 3,626,051,025 | 3,609,225,568 | 3,588,194,209 | |
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 | 3rd Quarter 2015 | 3 rd Quarter 2014 | 30 September 2015 30 September 2014 | |
|---|---|---|---|---|---|
| Sales | 31 | 1,257,476,339 | 1,253,326,091 | 3,481,508,718 | 3,461,544,552 |
| Services rendered | 31 | 15,467,211 | 13,596,167 | 42,669,570 | 36,312,124 |
| Investment income investments recorded at fair value through profit | 151,242 | (10,093,667) | (4,583,838) | (9,521,831) | |
| Financial income | 2,358,799 | 1,764,693 | 7,850,361 | 4,838,002 | |
| Other income | 27 | 153,985,618 | 122,473,604 | 508,119,538 | 379,508,273 |
| Cost of goods sold and materials consumed | (1,030,322,161) | (978,398,219) | (2,852,134,016) | (2,739,170,593) | |
| Changes in stocks of finished goods and work in progress | (106,730) | (47,318) | (91,583) | 44,512 | |
| External supplies and services | (152,440,145) | (147,321,692) | (428,954,973) | (415,975,744) | |
| Staff costs | (144,334,872) | (142,386,377) | (449,059,739) | (436,527,765) | |
| Depreciation and amortisation | 9, 10 and 31 | (40,017,654) | (39,684,036) | (120,133,629) | (118,664,820) |
| Provisions and impairment losses | 31 | (307,970) | (106,504) | (2,309,152) | (1,465,779) |
| Financial expense | (17,763,878) | (18,186,425) | (54,295,726) | (55,480,887) | |
| Other expenses | (18,165,036) | (18,958,992) | (59,922,895) | (40,987,665) | |
| Share of results of joint ventures and associetad companies | 6 | (257,881) | (137,759) | (1,264,846) | (1,776,985) |
| Profit/(Loss) before taxation | 25,722,882 | 35,839,565 | 67,397,790 | 62,675,393 | |
| Taxation | 29 | 6,229,330 | (10,507,481) | (3,429,133) | (13,949,306) |
| Profit/(Loss) after taxation | 31,952,212 | 25,332,084 | 63,968,657 | 48,726,087 | |
| Attributable to: | |||||
| Equity holders of the Parent Company | 30,570,187 | 23,681,543 | 61,364,991 | 46,623,395 | |
| Non-controlling interests | 19 | 1,382,025 | 1,650,541 | 2,603,666 | 2,102,692 |
| Profit/(Loss) per share | |||||
| Basic | 30 | 0.033967 | 0.026313 | 0.068183 | 0.051804 |
| Diluted | 30 | 0.033967 | 0.026313 | 0.068183 | 0.051804 |
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) | 3rd Quarter 2015 | 3rd Quarter 2014 | 30 September 2015 | 30 September 2014 |
|---|---|---|---|---|
| Net Profit / (Loss) for the period | 31,952,212 | 25,332,084 | 63,968,657 | 48,726,087 |
| Items that maybe reclassified subsequently to profit or loss: | ||||
| Exchange differences arising on translation of foreign operations | 135,829 | (33,201) | 204,691 | (143,250) |
| Participation in other comprehensive income (net of tax) related to joint ventures and associated companies included in consolidation by the equity method (Note 6.3) |
(2,320,596) | (358,841) | (3,106,048) | 609,907 |
| Changes in hedge and fair value reserves | 532,875 | 2,584,713 | (2,209,051) | 3,710,517 |
| Deferred taxes related with other components of comprehensive income | (133,413) | (765,882) | 541,767 | (1,104,934) |
| Others | 265,519 | - | 265,519 | - |
| Other comprehensive income for the period | (1,519,786) | 1,426,789 | (4,303,122) | 3,072,240 |
| Total comprehensive income for the period | 30,432,426 | 26,758,873 | 59,665,535 | 51,798,327 |
| Attributable to: | ||||
| Equity holders of parent company | 29,090,527 | 25,159,056 | 57,151,032 | 49,753,714 |
| Non controlling interests | 1,341,899 | 1,599,817 | 2,514,503 | 2,044,613 |
The accompanying notes are part of these condensed consolidated financial statements.
The Board of Directors
Page 8 12.11.2015
(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| and tain ed ning Res Re Ear erv es s |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sha re C apit al |
Ow n S har es |
Leg al R ese rve |
Cur ren cy tran slat ion Res erv e |
Hed ging Res erv e |
al R Leg ese rve s in a rda cco nce wit h a rtic le 342 º C SC |
Oth er R ese rve s and Re tain ed Ear ning s |
Tot al |
fit/ (Los Net Pro s) |
Tot al |
Non lling ntro co Con toll ing Inte rest s (No 9) te 1 |
Tot al E quit y |
|
| (Am ed in e ) ts e oun xpr ess uro |
Att ribu |
tab le t o E quit y H |
olde f Pa t Co rs o ren |
mpa ny |
||||||||
| Bala 1 Ja ry 2 014 - Re ted at sta nce as nua |
1,0 00, 000 ,00 0 |
(32 0,0 00, 000 ) |
140 2,4 69 ,64 |
628 3 ,57 |
(43 9,4 33) |
320 ,00 0,0 00 |
(45 0,4 02, 296 ) |
10, 429 ,31 3 |
(84 ,26 5,3 23) |
606 3,9 90 ,16 |
84, 312 ,16 7 |
690 ,47 6,1 57 |
| Tot al c nsiv e in e fo r th erio d omp ree com e p |
- | - | - | (85 ,17 1) |
2,6 05, 583 |
- | 609 ,90 7 |
3,1 30, 319 |
46, 623 ,39 5 |
49, 753 ,71 4 |
2,0 44, 613 |
51, 798 ,32 7 |
| App riat ion of p rofi t of 20 13 rop Tra nsfe leg al r nd ined rnin r to reta ese rve s a ea gs Divi den ds d istr ibut ed Oth ers |
- - - |
- - - |
595 ,34 7 - - |
- - - |
- - - |
- - - |
(84 ,86 0,6 70) (40 ,00 0,0 00) (16 74) 0,3 |
(84 ,26 5,3 23) (40 ,00 0,0 00) (16 74) 0,3 |
84, 265 ,32 3 - - |
- (40 ,00 0,0 00) (16 75) 0,3 |
- - (3, 8) 433 ,83 |
- (40 ,00 0,0 00) (3, 2) 594 ,21 |
| Bala 0 S emb - R d at 3 ept er 2 014 est ate nce as |
1,0 00, 000 ,00 0 |
(32 ) 0,0 00, 000 |
7,8 141 ,23 16 |
543 ,40 2 |
2,1 66, 150 |
320 ,00 0,0 00 |
(57 4,8 ) 13, 433 |
(11 0,8 65) 66,0 |
46, 623 ,39 5 |
615 ,75 7,3 30 |
82, 922 ,94 2 |
698 ,68 0,2 72 |
| Bala at 1 Ja ry 2 015 - R est ate d nce as nua |
1,0 00, 000 ,00 0 |
(32 ) 0,0 00, 000 |
141 ,23 7,8 16 |
436 ,04 5 |
1,3 66, 865 |
320 ,00 0,0 00 |
(57 ) 4,5 04, 161 |
(11 ) 1,4 63, 435 |
70, 697 ,24 4 |
639 ,23 3,8 09 |
80, 234 ,96 2 |
719 ,46 8,7 71 |
| Tot al c reh ive inco for the riod omp ens me pe |
- | - | - | 255 ,24 4 |
(1, 4) 628 ,67 |
- | (2, 9) 840 ,52 |
(4, 9) 213 ,95 |
61, 364 ,99 1 |
57, 151 ,03 2 |
2,5 14, 503 |
59, 665 ,53 5 |
| App riat ion of p rofi t of 20 14 rop nsfe leg al r nd ined rnin Tra r to reta ese rve s a ea gs Divi den ds d istr ibut ed tial disp l or isiti of affi liate d c anie Par osa aqu ons omp s Oth ers |
- - - - |
- - - - |
29, 702 ,45 0 - - - |
- - - - |
- - - - |
- - - - |
40, 994 ,79 4 (40 00) ,00 0,0 (1, 9) 527 ,68 - |
70, 697 ,24 4 (40 00) ,00 0,0 (1, 9) 527 ,68 - |
(70 44) ,69 7,2 - - - |
- (40 00) ,00 0,0 (1, 9) 527 ,68 - |
- (87 29) 3,3 (19 68) ,82 5,4 34 |
- (40 29) ,87 3,3 (21 57) ,35 3,1 34 |
| Bala at 3 0 S ept emb er 2 015 nce as |
1,0 00, 000 ,00 0 |
(32 ) 0,0 00, 000 |
170 ,94 0,2 66 |
691 ,28 9 |
(26 9) 1,80 |
320 ,00 0,0 00 |
(57 ) 7,8 77, 585 |
(86 39) ,50 7,8 |
61, 364 ,99 1 |
654 ,85 7,1 52 |
62, 050 ,70 2 |
716 ,90 7,8 54 |
The accompanying notes are part of these condensed consolidated financial statements. The Board of Directors
| CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 SEPTEMBER 2015 AND 2014 | |||||
|---|---|---|---|---|---|
| (Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails) | |||||
| (Amounts expressed in euro) | Notes | 3rd Quarter 2015 | 3rd Quarter 2014 | 30 September 2015 | 30 September 2014 |
| OPERATING ACTIVITIES | |||||
| Net cash flow from operating activities (1) | 156,213,091 | 209,497,467 | 50,873,847 | 117,906,760 | |
| INVESTMENT ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Investments | 550,056 | 414,829 | 1,125,403 | 4,476,734 | |
| Tangible assets and investment properties | 9 | 727,645 | 5,708,949 | 184,350,256 | 12,090,352 |
| Interests and similar income | 382,609 | 238,833 | 1,025,421 | 870,786 | |
| Loans granted | 56,739,000 | 3,136,369 | 61,239,000 | 492,687,308 | |
| Dividends | 151,243 | - | 448,086 | 166,727 | |
| 58,550,553 | 9,498,980 | 248,188,166 | 510,291,907 | ||
| Cash Payments arising from: | |||||
| Investments | (200,123) | (5,850,140) | (29,173,362) | (5,850,180) | |
| Tangible assets and investment properties | (48,851,714) | (39,031,137) | (154,196,468) | (124,383,280) | |
| Loans granted | (57,316,000) | (3,174,749) | (61,762,948) | (491,987,308) | |
| (106,367,837) | (48,056,026) | (245,132,778) | (622,220,768) | ||
| Net cash used in investment activities (2) | (47,817,284) | (38,557,046) | 3,055,388 | (111,928,861) | |
| FINANCING ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 1,068,348,311 | 1,452,183,000 | 3,099,242,750 | 2,728,186,329 | |
| 1,068,348,311 | 1,452,183,000 | 3,099,242,750 | 2,728,186,329 | ||
| Cash Payments arising from: | |||||
| Loans obtained | (1,237,232,098) | (1,606,512,198) | (3,165,421,294) | (2,714,475,994) | |
| Interests and similar charges | (3,996,426) | (6,434,864) | (18,748,922) | (23,889,043) | |
| Dividends | (40,644,560) | (40,000,000) | (40,757,859) | (40,132,874) | |
| Others | (745,712) | (680,643) | (1,684,489) | (1,699,348) | |
| (1,282,618,796) | (1,653,627,705) | (3,226,612,564) | (2,780,197,259) | ||
| Net cash used in financing activities (3) | (214,270,485) | (201,444,704) | (127,369,814) | (52,010,930) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | (105,874,678) | (30,504,283) | (73,440,579) | (46,033,031) | |
| Effect of foreign exchange rate | (1,636,812) | 82,376 | (1,944,651) | 26,049 | |
| Cash and cash equivalents at the beginning of the period | 16 | 134,440,029 | 55,635,369 | 101,698,092 | 71,107,790 |
| Cash and cash equivalents at the end of the period | 16 | 30,202,164 | 25,048,710 | 30,202,164 | 25,048,710 |
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 5 to 7 the Sonae Investimentos Group ("Sonae Investimentos"). Sonae Investimentos's operations and operating segments are described in Note 31.
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 2014.
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 2015, have been endorsed by the European Union:
| With mandatory application from 1 January 2015: | Effective Date (for financial years beginning on or after) |
|---|---|
| IAS 19 (Amendment) – (Employee Benefits) | 01 Jul 2014 |
| Improvements of international financial reporting standards (2010‐2012 cycle and 2011‐ 2013 cycle) |
01 Jul 2014 |
| IFRIC 21 – (Levies) | 17 Jun 2014 |
These standards were first applied by the Group in 2015. The application of these standards and interpretations had no material effect on the financial statements of the Group as at 30 September 2015.
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.
| Effective Date (for | |
|---|---|
| With mandatory application after 2015: | financial years |
| beginning on or after) |
| IFRS 9 ‐ (Financial instruments – classification and measurement) | 01 Jan 2018 |
|---|---|
| IFRS 10, IFRS 12 and IAS 28 (Amendement) – Investment Entities – Applying the Consolidation Exception |
01 Jan 2016 |
| IFRS 11 (Amendment) – (Accounting for Acquisitions of Interests in Joint Operations) | 01 Jan 2016 |
| IAS 16 and IAS 38 (Amendment) – (Clarification of Acceptable Methods of Depreciation and Amortisation) |
01 Jan 2016 |
| IAS 27 (Amendment) – (Equity Method in Separate Financial Statements) | 01 Jan 2016 |
| IFRS 15 – (Revenues from Contracts with Customers ) | 01 Jan 2018 |
| Improvements of internacional financial reporting standards (2012‐ 2014 cycle) | 01 Jan 2016 |
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 2015, 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 and IFRS 15, 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 2015 as disclosed in Note 2 and which didn't have any significant impacts on the financial statements as at 30 September 2015.
Under the "Special Regime of Debt Adjustments to the Fiscal Authorities and Social Security (Decree Law No. 248‐A/2002 (PMFL) and Decree Law No. 151‐A/2013 (RERD)), Sonae Investimentos has made voluntarily payments in the past years (2002 and 2013) to the State relating to additional tax assessments of previous years, for which, had already appealed to the competent courts.
Until the time of those payments the assessment made, and not changed since then, is that these claims correspond to contingencies which probability of being decided against Sonae Investimentos intents is remote and that such claims are motivated by different interpretations of the applicable tax legislation, hence corresponding to uncertain tax positions. As a result of this assessment, the claims were disclosed in the financial statements as they correspond to contingent liabilities.
Amounts paid under those schemes were recognized as assets under the caption "Other debtors", according to the "IAS 12 ‐ Income taxes" in the case of amounts related to IRC. In respect of payments of other taxes, and considering that applicable accounting rules are silent in relation with those, Sonae Investimentos used a similar accounting policy, meaning the payments were also recognized as assets.
However CMVM disagreed with Sonae Investimentos´s interpretation and requested the restatement of the financial statements regarding to payments made of taxes arguing that the tax payments which exclude income tax should be considered contingent assets. Although disagreeing with the CMVM's position, Sonae Investimentos performed the restatement of financial statements, which impact is nil in the income statement and immaterial in the statement of financial position.
| 31 December 2014 | 30 September 2014 | 01 January 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in thousands of euros | Before the restatement |
Restated of PMFL and RERD |
After the restatement |
Before the restatement |
Restated of PMFL and RERD |
After the restatement |
Before the restatement |
Restated of PMFL and RERD |
After the restatement |
|
| Assets | ||||||||||
| Tangible and Intangible assets | 1,984,017 | ‐ | 1,984,017 | 1,963,552 | ‐ | 1,963,552 | 1,984,315 | ‐ | 1,984,315 | |
| Goodwill | 498,166 | ‐ | 498,166 | 498,186 | ‐ | 498,186 | 498,186 | ‐ | 498,186 | |
| Investments | 52,276 | ‐ | 52,276 | 52,392 | ‐ | 52,392 | 65,198 | ‐ | 65,198 | |
| Deferred tax assets | 81,754 | ‐ | 81,754 | 119,752 | ‐ | 119,752 | 117,412 | ‐ | 117,412 | |
| Other non‐current assets | 45,288 | (15,837) | 29,451 | 23,358 | ‐ | 23,358 | 23,104 | ‐ | 23,104 | |
| Non‐current assets | 2,661,501 | (15,837) | 2,645,664 | 2,657,240 | ‐ | 2,657,240 | 2,688,215 | ‐ | 2,688,215 | |
| Current assets | 963,562 | ‐ | 963,562 | 984,648 | (15,837) | 968,811 | 915,816 | (15,837) | 899,979 | |
| Total assets | 3,625,063 | (15,837) | 3,609,226 | 3,641,889 | (15,837) | 3,626,052 | 3,604,031 | (15,837) | 3,588,194 | |
| Liabilities | ‐ | |||||||||
| Loans | 388,726 | ‐ | 388,726 | 405,511 | ‐ | 405,511 | 768,687 | ‐ | 768,687 | |
| Other non‐current liabilities | 551,202 | ‐ | 551,202 | 601,331 | ‐ | 601,331 | 591,235 | ‐ | 591,235 | |
| Non‐current liabilities | 939,928 | ‐ | 939,928 | 1,006,843 | ‐ | 1,006,843 | 1,359,922 | ‐ | 1,359,922 | |
| Loans | 510,624 | ‐ | 510,624 | 485,803 | ‐ | 485,803 | 72,399 | ‐ | 72,399 | |
| Other current liabilities | 1,439,205 | ‐ | 1,439,205 | 1,434,725 | ‐ | 1,434,725 | 1,465,397 | ‐ | 1,465,397 | |
| Total current liabilities | 1,949,829 | ‐ | 1,949,829 | 1,920,528 | ‐ | 1,920,528 | 1,537,796 | ‐ | 1,537,796 | |
| Total liabilities | 2,889,757 | ‐ | 2,889,757 | 2,927,371 | ‐ | 2,927,371 | 2,897,718 | ‐ | 2,897,718 | |
| Shareholders' funds excluding non‐controlling interests | 655,071 | (15,837) | 639,234 | 631,595 | (15,837) | 615,758 | 622,001 | (15,837) | 606,164 | |
| Non‐controlling interests | 80,235 | ‐ | 80,235 | 82,923 | ‐ | 82,923 | 84,312 | ‐ | 84,312 | |
| Total shareholders' funds | 735,306 | (15,837) | 719,469 | 714,518 | (15,837) | 698,681 | 706,313 | (15,837) | 690,476 | |
| Total shareholders' funds and liabilities | 3,625,063 | (15,837) | 3,609,226 | 3,641,889 | (15,837) | 3,626,052 | 3,604,031 | (15,837) | 3,588,194 | |
The subsidiaries included in the consolidated financial statements, its head offices and percentage of capital held as at 30 September 2015 and 31 December 2014 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 September 2015 | 31 December 2014 | ||||||
| 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% | |
| 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% | |
| Farmácia Selecção. SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | MJB – Design, Lda | a) | Maia | 100.00% | 100.00% | ‐ | ‐ |
| Modelo.com ‐ Vendas p/Correspond., SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Continente Hipermercados, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Continente International Trade, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Pharmacontinente ‐ Saúde e Higiene, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
|---|---|---|---|---|---|---|
| Pharmaconcept – Actividades em Saúde, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae MC – Modelo Continente. SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae SR | ||||||
| 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% |
| HighDome PCC Limited (Cell Europe) | a) | Valeta (Malta) | 100.00% | 100.00% | 100.00% | 100.00% |
| Infofield – Informática, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Modalfa ‐ Comércio e Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Modalloop – Vestuário e Calçado, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| SDSR – Sports Division SR, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Retalho España ‐ Servicios Generales, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae SR Malta Holding Limited | a) | Valeta (Malta) | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae SR – Serviços e Logística, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Specialized Retail. SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sport Zone Canarias, SL | a) | Tenerife (Spain) | 60.00% | 60.00% | 51.00% | 51.00% |
| 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% |
| Worten Canarias, S.L. | a) | Tenerife (Spain) | 60.00% | 60.00% | 51.00% | 51.00% |
| 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% |
| 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% |
| 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 | 72.87% | 72.87% | 57.82% | 57.82% |
| Fundo de Investimento Imobiliário Fechado Imosonae Dois |
a) | Maia | 97.94% | 97.94% | 98.55% | 98.55% |
| 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% |
| SIAL Participações, Ltda | a) | São Paulo (Brazil) |
100.00% | 100.00% | 100.00% | 100.00% |
| Soflorin, BV | a) | Amesterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Capital Brasil, Lda | a) | São Paulo (Brazil) |
100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Financial Services, SA | a) | Maia | 100.00% | 100,00% | 100.00% | 100.00% |
| Sonaecenter Serviços II, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonaegest‐ Sociedade Gestora de Fundos de Investimento, SA |
a) | Maia | 60.00% | 60.00% | 60.00% | 60.00% |
| Sonvecap, BV | a) | Amesterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
| Tlantic, BV | a) | Amesterdam (Netherlands) |
77.66% | 77.66% | 77.66% | 77.66% |
| Tlantic Portugal ‐ Sistemas de Informação, SA | a) | Matosinhos | 100.00% | 77.66% | 100.00% | 77.66% |
| Tlantic Sistemas de Informação, Ltda | a) | Porto Alegre (Brazil) |
100.00% | 77.66% | 100.00% | 77.66% |
*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.
a) Control held by majority of voting rights which confer power of relevant activities that influence;
b) Control held by management control.
1) Company acquired during the period.
These entities are consolidated using the full consolidation method, considering that they are controlled by Sonae Investimentos SGPS. S.A..
Jointly controlled entities and associated companies included in the consolidated financial statements, their head offices and the percentage of share capital held at 30 September 2015 and 31 December 2014 are as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30 September 2015 | 31 December 2014 Restated |
Statment of financial position | ||||||
| Company | Head Office |
Direct* | Total* | Direct* | Total* | 30 September 2015 |
31December 2014 Restated |
|
| Raso SGPS, SA (consolidated) 1) |
Lisbon | 100.00% | 100.00% | 100.00% | 50.00% | ‐ | ‐ | |
| Investmentsin joint ventures | ‐ | ‐ | ||||||
| MDS SGPS, SA (consolidated) | Maia | 46.92% | 46.92% | 46.92% | 46.92% | 34,721,865 | 39,105,848 | |
| Sempre a Postos ‐ Produtos Alimentares e Utilidades, Lda |
Lisbon | 25.00% | 25.00% | 25.00% | 25.00% | 1,253,121 | 1,180,061 | |
| APOR‐ Agência para a Modernização do Porto, SA |
Porto | 22.75% | 22.75% | 22.75% | 22.75% | 389,361 | 417,799 | |
| 2) Ulabox, S.L. |
Barcelona | 28.57% | 28.57% | ‐ | ‐ | 2,672,205 | ‐ | |
| Investmentsin associated companies | 39,036,552 | 40,703,708 | ||||||
| Total | 39,036,552 | 40,703,708 |
* 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.
1) In June 29, 2015, the Group acquired the remaining 50% of Raso SGPS, SA and classified this investment as a non‐current asset held for sale (Note 17);
2) Associated acquired during the period.
Joint ventures and associated companies were included in the consolidated financial statements by the equity method.
As at 30 September 2015 and 2014 and 31 December 2014, financial information of associated companies can be analysed as follows:
| 30 September 2015 | 31 December 2014 Restated | |||||||
|---|---|---|---|---|---|---|---|---|
| Associated Companies | MDS SGPS, SA (Consolidated) |
Sempre a Postos |
Ulabox | Others | MDS SGPS, SA (Consolidated) |
Sempre a Postos |
Others | |
| Non‐current assets | 65,607,414 | 1,933,080 | 1,270,286 | 19,054 | 79,408,394 | 2,407,921 | 3,862 | |
| Current assets | 19,299,396 | 10,912,168 | 3,607,207 | 1,766,897 | 20,903,270 | 9,551,507 | 1,935,474 | |
| Non‐current liabilities | 43,774,881 | 8,594 | ‐ | ‐ | 47,199,037 | 17,263 | ‐ | |
| Total current liabilities | 25,542,337 | 7,824,175 | 269,211 | 74,471 | 28,667,592 | 7,221,923 | 50,580 | |
| Shareholders' funds excluding non‐controlling interests |
15,589,592 | 5,012,479 | 4,608,282 | 1,711,479 | 24,445,035 | 4,720,242 | 1,888,757 | |
| 30 September 2015 | 30 September 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Associated Companies | MDS SGPS, SA (Consolidated) |
Sempre a Postos |
Ulabox | Others | MDS SGPS, SA (Consolidated) |
Sempre a Postos |
Others | ||
| Turnover | 32,134,990 | 39,050,382 | 2,865,962 | 53,259 | 31,189,771 | 37,113,244 | ‐ | ||
| Other operational income | 492,482 | 3,378,879 | 107,856 | ‐ | 358,885 | 3,449,007 | ‐ | ||
| Operational expenses | (33,170,305) | (40,500,625) | (4,348,940) | (204,534) | (32,669,293) | (39,290,383) | ‐ | ||
| Net finantial expense | (1,934,607) | 10,445 | ‐ | 26,301 | (2,390,948) | (8,348) | ‐ | ||
| Taxation | 251,529 | (460,609) | ‐ | (28) | 433,786 | (312,233) | ‐ | ||
| Consolidated net income/(loss) for the year | (2,225,812) | 1,478,482 | (1,375,122) | (125,001) | (2,927,668) | 951,292 | ‐ | ||
| Other comprehensive income for the period | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ||
| Total comprehensive income for the period | (2,225,812) | 1,478,482 | (1,375,122) | (125,001) | (2,927,668) | 951,292 | ‐ | ||
During the period ended at 30 September 2015 and 2014, movements in investments in joint ventures and associated companies are as follows:
| 30 September 2015 | 30 September 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| Proportion on equity |
Goodwill | Total investment |
Proportion on equity |
Goodwill | Total investment |
|||
| Joint ventures | ||||||||
| Initial balance as at January,1 Equity method: |
‐ | ‐ | ‐ | 1,629,998 | 8,520,204 | 10,150,202 | ||
| Effect in gain or losses in joint ventures | ‐ | ‐ | ‐ | (56,614) | ‐ | (56,614) | ||
| Accumulated impairment losses | ‐ | ‐ | ‐ | (1,573,384) | (8,520,204) | (10,093,588) | ||
| ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | |||
| Associated companies | ||||||||
| Initial balance as at January,1 | 6,493,202 | 34,210,506 | 40,703,708 | 7,436,359 | 34,210,506 | 41,646,865 | ||
| Acquisitions during the period Equity method: |
1,599,541 | 1,400,759 | 3,000,300 | 300,000 | ‐ | 300,000 | ||
| Effect in gain or losses in associated companies |
(1,264,846) | ‐ | (1,264,846) | (1,720,370) | ‐ | (1,720,370) | ||
| Distributed dividends | (296,562) | ‐ | (296,562) | (16,446) | ‐ | (16,446) | ||
| Other effects on reserves | (3,106,048) | ‐ | (3,106,048) | 609,907 | ‐ | 609,907 | ||
| 3,425,287 | 35,611,265 | 39,036,552 | 6,609,450 | 34,210,506 | 40,819,956 | |||
| Total | 3,425,287 | 35,611,265 | 39,036,552 | 6,609,450 | 34,210,506 | 40,819,956 | ||
Other non‐current investments, their head offices, percentage of share capital held and book value as at 30 September 2015 and 31 December 2014 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 September 2015 | 31 December 2014 Restated |
Statment of financial position | |||||
| Company | Head Office | Direct | Total | Direct | Total | 30 September 2015 |
31December 2014 Restated |
| Dispar ‐ Distrib. de Participações, SGPS, SA | Lisbon | 14.28% | 14.28% | 14.28% | 14.28% | 9,976 | 9,976 |
| Insco ‐ Insular de Hipermerc., SA | Ponta Delgada | 10.00% | 10.00% | 10.00% | 10.00% | 898,197 | 898,197 |
| Solferias‐ Operadores Turísticos, SA | Lisbon | 11.11% | 11.11% | 11.11% | 11.11% | 133,162 | 133,162 |
| MOVVO, SA | Porto | 16.00% | 16.00% | 9.09% | 9.09% | 800,000 | 400,000 |
| Other investments | 10,130,108 | 10,130,697 | |||||
| 11,971,443 | 11,572,032 |
On 30 September 2015, are included in "Other Investments", among others 9,998,825 euro (10,000,046 euro as at 31 December 2014) 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 24). 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.
The acquisition occurred in the period ended as at 30 September 2015 was as follows:
| COMPANY | Head Office | Direct | Total |
|---|---|---|---|
| Sonae MC | |||
| MJB ‐ Design, Lda | Maia | 100.00% | 100.00% |
The effects of this acquisition in the consolidated financial statements can be analyzed as follows:
| On the date of acquisition |
30 September 2015 | |
|---|---|---|
| Net assets | ||
| Tangible and intangible assets (Note 9 and 10) | 24,793 | 24,137 |
| Other assets | 166,487 | 584,709 |
| Cash and cash equivalents | 28,531 | 6,341 |
| Other liabilities | (70,987) | (420,522) |
| 148,824 | 194,665 | |
| Goodwill (Note 11) | 767,300 | |
| Acquisition cost | 916,124 | |
| Effective cash payment | 916,124 | |
| 916,124 | ||
| Net cash‐flow arising from acquisition | ||
| Effective cash payment | 916,124 | |
| Cash and cash equivalents acquired | (28,531) | |
| 887,593 | ||
| On the date of acquisition |
9months | |
|---|---|---|
| Sales | 395,175 | 576,770 |
| Other income | 129 | 11,621 |
| Cost of goods sold and materials consumed | (178,127) | (273,722) |
| External supplies and services | (65,972) | (115,266) |
| Other expenses | (88,064) | (144,454) |
| Net financial expenses | (2,807) | (2,807) |
| Profit/(Loss) before taxation | 60,334 | 52,142 |
| Profit/(Loss) before taxation | (14,493) | (14,493) |
| Profit/(Loss) after taxation | 45,841 | 37,649 |
During the nine months period ended at 30 September 2015 and 2014, movements in tangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| Tangible assets | |||||
|---|---|---|---|---|---|
| Land and | Plant and | Other tangible |
Tangible assets |
Total tangible |
|
| 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 (Note 8) | 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 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 25) | ‐ | 44,502 | ‐ | ‐ | 44,502 |
| Acquisitions of subsidiaries (Note 8) | 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 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 |
| Tangible assets | |||||||
|---|---|---|---|---|---|---|---|
| Land and buildings |
Plant and machinery |
Other tangible assets |
Tangible assets in progress |
Total tangible assets |
|||
| Gross assets: | |||||||
| Opening balance as at 1 January 2014 | 1,657,183,620 | 1,234,317,728 | 161,976,772 | 30,494,978 | 3,083,973,098 | ||
| Acquisitions | 5,391,941 | 1,128,707 | 276,378 | 81,262,364 | 88,059,390 | ||
| Disposals of subsidiaries | (2,758,249) | (397,643) | (3,492) | ‐ | (3,159,384) | ||
| Disposals | (7,513,463) | (31,694,740) | (3,901,792) | (3,986,892) | (47,096,887) | ||
| Exchange rate effect | 5,762 | 48,994 | 46,113 | ‐ | 100,869 | ||
| Transfers | 14,021,667 | 58,879,674 | 8,527,203 | (80,360,681) | 1,067,863 | ||
| Closing balance as at 30 September 2014 | 1,666,331,278 | 1,262,282,720 | 166,921,182 | 27,409,769 | 3,122,944,949 | ||
| Accumulated depreciation | |||||||
| and impairment losses | |||||||
| Opening balance as at 1 January 2014 | 409,051,726 | 725,545,159 | 128,792,389 | ‐ | 1,263,389,274 | ||
| Depreciation of the period | 18,944,232 | 75,837,808 | 9,784,253 | ‐ | 104,566,293 | ||
| Disposals of subsidiaries | (210,643) | (168,610) | (3,492) | ‐ | (382,745) | ||
| Disposals | (849,128) | (24,552,834) | (3,714,628) | ‐ | (29,116,590) | ||
| Exchange rate effect | 5,441 | 44,534 | 27,122 | ‐ | 77,097 | ||
| Transfers | 1,193,054 | (1,626,448) | (819,213) | ‐ | (1,252,607) | ||
| Closing balance as at 30 September 2014 | 428,134,682 | 775,079,609 | 134,066,431 | ‐ | 1,337,280,722 | ||
| Carrying amount as at 30 September 2014 | 1,238,196,596 | 487,203,111 | 32,854,751 | 27,409,769 | 1,785,664,227 |
The value of disposals in "Tangible assets" includes the sale and leaseback transactions of 15 food retail assets located in Portugal. These operations amounted 184.7 million euro, corresponding to assets with a net book value of about 134 million euro, generating a capital gain of approximately 40 million euro (Note 27).
The most significant values included in the caption "Tangible assets in progress" refer to the following projects:
| 30 September 2015 30 September 2014 | |
|---|---|
| Refurbishment and expansion of stores located in Portugal 16,270,489 |
17,533,331 |
| Refurbishment and expansion of stores located in Spain 1,041,222 |
639,546 |
| Projects of stores for which advance payments were made 9,359,900 |
8,879,900 |
| Others 341,618 |
356,992 |
| 27,013,229 | 27,409,769 |
During the nine months period ended at 30 September 2015 and 2014, movements in intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| 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 (Note 8) | 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 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 | ||
| Acquisitions of subsidiaries (Note 8) | ‐ | ‐ | ‐ | ‐ | ||
| Disposals | (61,994) | (508,216) | ‐ | (570,210) | ||
| Exchange rate effect | (47,742) | (121,761) | ‐ | (169,503) | ||
| Transfers | (23) | ‐ | ‐ | (23) | ||
| Closing balance as at 30 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 |
| Intangible assets | ||||||
|---|---|---|---|---|---|---|
| Patents | Other | Intangible | Total | |||
| and other | intangible | assets | intangible | |||
| similar rights | assets | in progress | assets | |||
| Gross assets | ||||||
| Opening balance as at 1 January 2014 | 103,163,864 | 204,395,830 | 27,711,325 | 335,271,019 | ||
| Acquisitions | 27,267 | 313,306 | 28,815,416 | 29,155,989 | ||
| Disposals of subsidiaries | (741) | ‐ | ‐ | (741) | ||
| Disposals | (436,064) | (775,799) | (423,110) | (1,634,973) | ||
| Exchange rate effect | 9,146 | 42,897 | ‐ | 52,043 | ||
| Transfers | 367,415 | 18,064,702 | (18,941,730) | (509,613) | ||
| Closing balance as at 30 September 2014 | 103,130,887 | 222,040,936 | 37,161,901 | 362,333,724 | ||
| Accumulated depreciation and impairment losses |
||||||
| Opening balance as at 1 January 2014 | 24,647,476 | 146,892,072 | ‐ | 171,539,548 | ||
| Depreciation of the period | 1,343,263 | 12,755,264 | ‐ | 14,098,527 | ||
| Disposals | (433,032) | (773,785) | ‐ | (1,206,817) | ||
| Exchange rate effect | 5,300 | 15,836 | ‐ | 21,136 | ||
| Transfers | (244) | (6,572) | ‐ | (6,816) | ||
| Closing balance as at 30 September 2014 | 25,562,763 | 158,882,815 | ‐ | 184,445,578 | ||
Carrying amount as at 30 September 2014 77,568,124 63,158,121 37,161,901 177,888,146
On 30 September 2015 and 31 December 2014, the movements in the caption goodwill as well as in the corresponding impairment losses, are as follows:
| 30 September 2015 | 31 December 2014 Restated |
|
|---|---|---|
| Gross value: | ||
| Opening balance | 505,807,904 | 505,807,904 |
| Goodwill generated in the period (Note 8) | 767,300 | ‐ |
| Closing balance | 506,575,204 | 505,807,904 |
| Accumulated impairment | ||
| losses: | ||
| Opening balance | 7,641,668 | 7,621,502 |
| Increases | ‐ | 20,166 |
| Closing balance | 7,641,668 | 7,641,668 |
| Carrying amount | 498,933,536 | 498,166,236 |
During the nine months period ended at 30 September 2015 and 30 September 2014, the movements in the caption "Other Investments" can be detailed as follows:
| 30 September 2015 | 30 September 2014 | |||
|---|---|---|---|---|
| Non Current | Current | Non Current | Current | |
| Other investments: | ||||
| Opening balance as at 1 January | 11,572,032 | 6,123 | 13,401,237 | 6,106 |
| Increases in the period | 400,631 | 147 | 550,029 | 17 |
| Decreases in the period | ‐ | (6,270) | (2,512,555) | ‐ |
| Increase/(Decrease) in fair value | (1,221) | ‐ | ‐ | ‐ |
| Others | ‐ | ‐ | 133,162 | ‐ |
| Closing balance as at 30 September | 11,971,443 | ‐ | 11,571,873 | 6,123 |
| Derivative financial instruments | ||||
| Fair value as at 1 January | ‐ | 3,995,221 | ‐ | 35,999 |
| Acquisitions in the period | ‐ | ‐ | ‐ | 4,678,300 |
| Increase/(Decrease) in fair value | ‐ | (3,462,063) | ‐ | 327,986 |
| Fair value as at 30 September (Note 21) | ‐ | 533,158 | ‐ | 5,042,285 |
| Total of OtherInvestments | 11,971,443 | 533,158 | 11,571,873 | 5,048,408 |
In other financial investments non‐current, are recorded 9,998,825 euro (10,000,046 euro as at 31 December 2014), related to deposited amounts on an Escrow Account (Note 7).
As at 30 September 2015 and 31 December 2014, "Other non‐current assets" are detailed as follows:
| 30 September 2015 | 31 December 2014 Restated |
|
|---|---|---|
| Loans granted to related parties | 9,291,632 | 9,014,061 |
| Trade accountsreceivable and other debtors | ||
| Bails (a) | 4,684,690 | 5,173,020 |
| Legal deposits (b) | 582,465 | 823,044 |
| Recognition of the value to be received Wall Mart ( c) | 5,712,879 | 7,948,165 |
| Special regime for payment of tax and social security debts (d) | 5,202,341 | 5,202,341 |
| Amount receivable forselling the Modelo Cont.Seguros | 2,450,000 | 2,450,000 |
| 27,924,007 | 30,610,631 | |
| Accumulated impairment losses in other debtors (Note 25) | (2,450,000) | (2,450,000) |
| 25,474,007 | 28,160,631 | |
| Other non‐current assets | 1,582,999 | 1,290,155 |
| 27,057,006 | 29,450,786 |
"Loans granted to associated companies" refer to MDS SGPS, SA 9,291,632 euro (9,014,061 euro as at 31 December 2014). 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:
As at 30 September 2015 and 31 December 2014, "Trade accounts receivable and other current assets" are detailed as follows:
| 30 September 2015 | 31 December 2014 Restated |
|
|---|---|---|
| Trade accounts receivable | 50,634,354 | 44,013,595 |
| Taxes recoverable | 65,932,665 | 39,712,092 |
| Granted loans to related companies | 57,546,603 | 30,199,099 |
| Other debtors | ||
| Trade suppliers ‐ debtor balances | 38,592,151 | 48,134,288 |
| VAT recoverable on real estate assets | 1,372,979 | 3,313,110 |
| Vouchers and gift cards | 1,073,234 | 2,222,783 |
| Other debtors | 25,044,872 | 18,067,637 |
| 66,083,236 | 71,737,818 | |
| Other current assets | ||
| Commercial discounts | 85,990,558 | 59,032,254 |
| Interests to be received | 1,404,617 | 1,122,067 |
| Commissions to be received | 3,587,196 | 2,485,123 |
| Prepayments ‐ Rents | 6,215,235 | 6,201,118 |
| Condominiums management fee's | 811,363 | 729,311 |
| Insurance premiums paid in advance | 10,425,785 | 7,536,483 |
| Software licenses | 2,783,677 | 2,080,744 |
| Other current assets | 9,943,870 | 9,332,437 |
| 121,162,301 | 88,519,537 | |
| Accumulated impairment losses (Note 25) | (23,864,162) | (18,346,622) |
| 337,494,997 | 255,835,519 |
In other accounts receivable from related companies are included about 48.4 million euro 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 2015 and 31 December 2014 are as follows, taking into consideration its temporary differences:
| Deferred tax assets | Deferred tax liabilities | ||||
|---|---|---|---|---|---|
| 30 September 2015 | 31 December 2014 Restated |
30 September 2015 | 31 December 2014 Restated |
||
| Difference between fair value and acquisition cost | 6,216,291 | 6,216,291 | 20,865,355 | 20,787,861 | |
| Temporary differences on tangible and intangible assets | 1,658,588 | 1,816,225 | 44,834,311 | 46,765,062 | |
| Provisions and impairment losses not accepted for tax purposes | 7,922,114 | 10,280,290 | ‐ | ‐ | |
| Write off of tangible and intangible assets | 73,396 | 73,395 | ‐ | ‐ | |
| Valuation of hedging derivatives | 139,138 | 73,443 | 85,676 | 574,288 | |
| Amortisation of goodwill for tax purposes | ‐ | ‐ | 18,613,423 | 18,613,423 | |
| Revaluation of tangible assets | ‐ | ‐ | 1,196,971 | 1,285,047 | |
| Tax losses carried forward | 69,994,099 | 60,687,594 | ‐ | ‐ | |
| Reinvested capital gains/(losses) | ‐ | ‐ | 591,960 | 1,256,610 | |
| Tax benefits | 1,008,159 | 1,478,439 | ‐ | ‐ | |
| Others | 2,771,767 | 1,128,103 | 1,541,528 | 1,774,778 | |
| 89,783,552 | 81,753,780 | 87,729,224 | 91,057,069 |
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 2015 and 31 December 2014, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| 30 September 2015 | 31 December 2014 Restated | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets |
Time limit | Tax losses carried forward |
Deferred tax assets |
Time limit | |
| With limited time use | ||||||
| Generated in 2011 | 8,032 | 1,687 | 2015 | 65,786 | 13,815 | 2015 |
| Generated in 2014 | 1,194,236 | 250,790 | 2026 | 1,194,236 | 250,790 | 2026 |
| 1,202,268 | 252,477 | 1,260,022 | 264,605 | |||
| With a time limit different from the above mentioned (a) |
278,966,491 | 69,741,622 | 241,691,949 | 60,422,989 | ||
| 280,168,759 | 69,994,099 | 242,951,971 | 60,687,594 |
a) Includes, in 30 September 2015, 65.1 million euro (60 million euro in 31 December 2014) related to deferred tax assets for which the carry forward period count hasn´t started.
As at 30 September 2015 and 31 December 2014, 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 2015, there was tax losses carried forward, amounting to 184.9 million euro (188.0 million euro as at 31 December 2014) for which no deferred tax assets were recognized due to uncertainties of their future use. These may be summarised as follows:
| 30 September 2015 | 31 December 2014 Restated | ||||||
|---|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax credit |
Time limit | Tax losses carried forward |
Deferred tax credit |
Time limit | ||
| With limited time use | |||||||
| Generated in 2009 | 4,854,323 | 1,019,408 | 2015 | 4,852,429 | 1,019,010 | 2015 | |
| Generated in 2011 | 4,292,265 | 901,376 | 2015 | 4,292,265 | 901,376 | 2015 | |
| Generated in 2012 | 3,495,558 | 734,067 | 2017 | 3,495,558 | 734,067 | 2017 | |
| Generated in 2013 | 809,338 | 169,961 | 2018 | 809,338 | 169,961 | 2018 | |
| 13,451,484 | 2,824,812 | 13,449,590 | 2,824,414 | ||||
| Without limited time use | 11,311,487 | 3,845,906 | 14,134,893 | 4,805,864 | |||
| With a time limit different from the above mentioned |
160,145,848 | 40,035,158 | 160,508,588 | 40,125,966 | |||
| 184,908,819 | 46,705,876 | 188,093,071 | 47,756,244 |
As at 30 September 2015 and 31 December 2014 "Cash and cash equivalents" can be detailed as follows:
| 30 September 2015 | 31December 2014 Restated |
|
|---|---|---|
| Cash at hand | 7,481,531 | 7,728,910 |
| Bank deposits | 52,775,046 | 94,097,355 |
| Treasury applications | 7,916 | ‐ |
| Cash and cash equivalents on the statement of financial position |
60,264,493 | 101,826,265 |
| Bank overdrafts (Note 20) | (30,062,329) | (128,173) |
| Cash and cash equivalents on the statement of cash flows | 30,202,164 | 101,698,092 |
Bank overdrafts are disclosed in the statement of financial position under Current bank loans.
As at 30 June 2015 the Raso, SGPS, SA investment was classified as non‐current asset held for sale. The valuation of this asset was based on the assessment made for the acquisition on June 29, 2015, of the remaining 50% Raso share capital. A reinforcement of impairment losses of about 4.7 million was recorded based on this valuation. In October 2015, Sonae Investimentos SGPS, SA has completed the sale of this investment to Springwater Tourism Group, SGPS, SA.
As at 30 September 2015, 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 2015, the subscribed share capital was held as follows:
| Entity | % |
|---|---|
| Sonae, SGPS, S.A. | 25.029% |
| Sonae Center Serviços, S.A. | 51.827% |
| Sonae Investments, BV | 13.142% |
| Sonae MC – Modelo Continente. SGPS. S.A. | 10.000% |
| Libra Serviços, Lda | 0.002% |
As at 30 September 2015, 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.
| 30 September 2015 | |||||||
|---|---|---|---|---|---|---|---|
| Equity | Net Profit/ (Loss) | Statment of financial position |
Proportion in income |
Dividends/ Income received |
|||
| Investments Funds | 282,558,520 | 24,219,773 | 41,990,623 | 2,012,915 | (873,330) | ||
| Others | 44,944,238 | 1,535,697 | 20,060,079 | 590,751 | ‐ | ||
| Total | 327,502,758 | 25,755,470 | 62,050,702 | 2,603,666 | (873,330) | ||
| 31 December 2014 Restated | |||||||
| Equity | Net Profit/ (Loss) | Statment of financial position |
Proportion in income |
Dividends/ Income received |
|||
| Investments Funds | 295,586,722 | 16,053,883 | 60,859,308 | 2,394,929 | 3,297,690 | ||
| Others | 41,150,631 | 81,619 | 19,375,654 | (128,629) | ‐ | ||
| Total | 336,737,353 | 16,135,502 | 80,234,962 | 2,266,300 | 3,297,690 | ||
Movements in non‐controlling interests during the periods ended as at 30 September 2015 and 2014 are as
| 30 September 2015 | ||||
|---|---|---|---|---|
| Investments Funds |
Others | Total | ||
| Balance as at 1 January | 60,859,308 | 19,375,654 | 80,234,962 | |
| Dividends distributed | (873,296) | ‐ | (873,296) | |
| 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) | |
| Profit for the period attributable to non‐controlling interests | 2,012,916 | 590,751 | 2,603,667 | |
| Closing balance | 42,173,460 | 19,877,242 | 62,050,702 | |
| 30 September 2014 | ||||
| Investments Funds |
Others | Total | ||
| Balance as at 1 January | 64,854,284 | 19,457,883 | 84,312,167 | |
| Dividends distributed | (132,874) | ‐ | (132,874) | |
| Additional paid in capital | (3,433,088) | ‐ | (3,433,088) | |
| Exchange rate effect | ‐ | 15,964 | 15,964 | |
| Changes in hedge reserves | ‐ | 58,079 | 58,079 | |
| Profit for the period attributable to non‐controlling interests | 1,883,173 | 219,521 | 2,102,694 | |
| Closing Balance | 63,171,495 | 19,751,447 | 82,922,942 |
During the period ended as at 30 September 2015 were acquired units of real estate investment fund "Imosede" in the amount of 22,593,997 euro (5,000,134 euro as at 31 December 2014).
The acquisition mentioned above had the following impacts at the level of the financial statements:
| Imosede | |
|---|---|
| Additional percentage acquired | 15.05% |
| Share of the acquired equity | 20,961,889 |
| Aquisition cost | (22,593,997) |
| Impact on equity | (1,632,108) |
As at 30 September 2015 and 31 December 2014, "Loans" are made up as follows:
| 30 September 2015 | 31December 2014 Restated | ||||
|---|---|---|---|---|---|
| Outstanding amount | Outstanding amount | ||||
| Current | Non Current | Current | Non Current | ||
| Bank loans | |||||
| Sonae Investimentos, SGPS, S.A. ‐ commercial paper | 111,837,000 | 155,000,000 | ‐ | 30,000,000 | |
| Subsidiary of Sonae Investimentos 2011/2016 | ‐ | ‐ | 20,000,000 | 35,000,000 | |
| Subsidiary of Sonae Investimentos 2014/2020 | ‐ | 50,000,000 | ‐ | ‐ | |
| Subsidiary of Sonae Investimentos 2015/2020 | ‐ | 55,000,000 | ‐ | ‐ | |
| Others | 1,831,827 | 5,319,889 | 2,386,888 | 2,609,290 | |
| 113,668,827 | 265,319,889 | 22,386,888 | 67,609,290 | ||
| Bank overdrafts (Note 16) | 30,062,329 | ‐ | 128,173 | ‐ | |
| Up‐front fees beared with the issuance of loans | ‐ | (210,566) | (57,929) | (358,342) | |
| Bank loans | 143,731,156 | 265,109,323 | 22,457,132 | 67,250,948 | |
| Bonds | |||||
| Bonds Sonae SGPS /August 2007 / 2015 | ‐ | ‐ | 200,000,000 | ‐ | |
| Bonds Sonae Investimentos / September 2007 / 2015 | ‐ | ‐ | 155,000,000 | ‐ | |
| Bonds Sonae Investimentos/ 2012/ 2017 | 50,000,000 | 120,000,000 | 25,000,000 | 145,000,000 | |
| Bonds Sonae Investimentos /June 2013/ 2018 | ‐ | 50,000,000 | ‐ | 50,000,000 | |
| Bonds Sonae Investimentos/ December 2013 / 2018 | ‐ | ‐ | ‐ | 75,000,000 | |
| Bonds Sonae Investimentos / 2014/2018 | ‐ | 50,000,000 | ‐ | 50,000,000 | |
| Bonds Sonae Investimentos / 2015/2020 | ‐ | 75,000,000 | ‐ | ‐ | |
| Up‐front fees beared with the issuance of loans | (37,920) | (2,154,273) | (275,266) | (2,779,285) | |
| Bonds | 49,962,080 | 292,845,727 | 379,724,734 | 317,220,715 | |
| Other loans | 20,580 | 5,985 | 33,466 | 17,707 | |
| Derivative instruments (Note 21) | 1,047,525 | ‐ | 582,869 | ‐ | |
| Other loans | 1,068,105 | 5,985 | 616,335 | 17,707 | |
| Obligations under finance leases | 2,599,245 | 2,693,510 | 4,406,849 | 4,236,417 | |
| 197,360,586 | 560,654,545 | 407,205,050 | 388,725,787 |
Under the credit facilities and commercial paper programs with firm commitments, the Group has 296 million euro credit facilities available to meet its liquidity requirements, as follows:
| 30 September 2015 | 31 December 2014 Restated | ||||
|---|---|---|---|---|---|
| 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 |
21,590,363 163,260,000 |
275,000,000 465,000,000 |
176,260,000 176,260,000 |
452,500,000 482,500,000 |
Additionally, as at 30 September 2015, Sonae Investimentos has, as detailed in Note 16 "Cash and cash equivalents", the value of 60,264,493 euro (101,826,265 euro on 31 December 2014).
The average interest rate at 30 September 2015 of bonds and loans was 2.86% (2.64% on 31 December 2014). These bonds and bank loans bear interests at variable interest rates indexed to Euribor.
The derivative instruments are recorded at fair value (Note 21).
The repayment schedule of the nominal value of borrowings (including bank loans and obligations under finance leases) is summarized as follows:
| 30 September 2015 | 31December 2014 Restated |
|
|---|---|---|
| N+1 | 196,350,981 | 406,955,376 |
| N+2 | 122,966,793 | 88,677,930 |
| N+3 | 122,772,901 | 96,345,254 |
| N+4 | 101,301,042 | 175,955,135 |
| N+5 | 215,628,747 | 30,374,513 |
| After N+5 | 349,902 | 510,582 |
| 759,370,365 | 798,818,790 |
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.
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.
As at 30 September 2015, the fair value of the exchange rate derivatives, calculated taking into consideration the present market value of equivalent financial instruments, is estimated as follows:
| 30 September 2015 | 31 December 2014 Restated |
|
|---|---|---|
| Assets (Note 12) Liabilities (Note 20) |
533,158 (1,047,525) |
3,995,221 (582,869) |
| (514,367) | 3,412,352 |
Gains and losses for the period 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".
As at 30 September 2015, the Group had no financial instrument derivative on the interest rate.
As at 30 September 2015 and 31 December 2014, the caption "Other non‐current liabilities" is detailed as follows:
| 30 September 2015 | 31 December 2014 Restated |
|
|---|---|---|
| Shareholders loans | 402,375,851 | 402,372,328 |
| Fixed assets suppliers | 1,000,000 | 1,037,500 |
| Other non‐current liabilities | 1,748,060 | 1,930,935 |
| Share based payments (Note 23) | 2,211,017 | 3,877,007 |
| Deferred of revenue from the sale of warranties extention | 31,769,537 | 25,905,981 |
| Accruals and deferrals | 2,017,102 | 2,624,071 |
| Other non‐current liabilities | 441,862,997 | 437,747,822 |
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 2015 is 55,375 euro (42,358 euro as at 31 December 2014) per obligation having been determined based on discounted cash flows method and using as reference stock market values and there is no indication of impairment of the loan ;
As at 30 September 2015, the caption "Other non‐current liabilities" includes 481,265 euro (669,571 euro as at 31 December 2014) 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 13).
In 2015 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 2015 and 31 December 2014 are made up as follows:
| Number of shares | Fair Value | ||||||
|---|---|---|---|---|---|---|---|
| Grant year | Vesting year |
Number of participants |
30 September 2015 |
31 December 2014 Restated |
30 September 2015 | 31 December 2014 Restated |
|
| Shares | |||||||
| 2012 | 2015 | ‐ | ‐ | 5,735,577 | ‐ | 6,783,117 | |
| 2013 | 2016 | 74 | 4,087,212 | 3,848,897 | 4,473,991 | 4,291,364 | |
| 2014 | 2017 | 63 | 2,470,191 | 2,333,654 | 2,717,210 | 2,517,631 | |
| 2015 | 2018 | 77 | 2,276,282 | ‐ | 2,503,910 | ‐ | |
| Total | 8,833,685 | 11,918,128 | 9,695,111 | 13,592,112 | |||
As at 30 September 2015 and 31 December 2014 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 2015 | 31 December 2014 Restated |
|
|---|---|---|
| Staff costs | 4,173,389 | 5,342,316 |
| Recorded in previous years | 2,138,786 | 5,541,540 |
| 6,312,175 | 10,883,856 | |
| Other non‐current liabilities (Note 22) | 2,211,017 | 3,877,007 |
| Other current liabilities (Note 24) | 4,101,158 | 7,006,849 |
| 6,312,175 | 10,883,856 | |
The share based payment plan costs are recognized during the years between the grant and vesting date as staff costs.
As at 30 September 2015 and 31 December 2014 the caption "Trade creditors and other current liabilities" can be detailed as follows:
| 30 September 2015 | 31 December 2014 | |
|---|---|---|
| Restated | ||
| Trade creditors | 1,038,915,819 | 1,131,212,718 |
| Taxes payable | 63,275,448 | 73,715,530 |
| Other creditors | ||
| Tangible asset suppliers | 26,786,667 | 52,005,243 |
| Related undertakings | 66,005,795 | 28,419,911 |
| Other debts | 50,600,080 | 47,675,331 |
| 143,392,542 | 128,100,485 | |
| Other current liabilities | ||
| Holiday pay and bonuses | 115,934,505 | 100,364,020 |
| Interest payable to parent companies | 24,622,222 | 355,556 |
| Interest payable to Others | 6,540,960 | 3,318,433 |
| Marketing expenses | 10,416,163 | 12,814,640 |
| Other external supplies and services | 39,417,453 | 46,456,469 |
| Accrued income ‐ rents | 6,079,522 | 9,087,161 |
| Real estate municipality tax | 2,613,878 | 2,587,623 |
| Deferred of revenue from the sale of warranties extention | 18,346,379 | 17,120,641 |
| Share based payments (Note 23) | 4,101,158 | 7,006,849 |
| Responsabilities assumed on sale of real state | 10,406,000 | ‐ |
| Others | 3,060,222 | 7,045,759 |
| 241,538,462 | 206,157,151 | |
| 1,487,122,271 | 1,539,185,884 |
The caption "Related undertakings" includes:
‐ about 66 million euro 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:
‐ 20,855,560 euro (22,150,238 euro as at 31 December 2014), of attributed discounts not yet redeemed related to loyalty card "Cartão Cliente";
‐ 10,547,902 euro (14,150,325 euro as at 31 December 2014) related to means of payments owned by clients as vouchers, gift cards and discount tickets owned by clients; and
‐ 3,056,946 euro (4,253,041 euro as at 31 December 2014) related to amounts payable to Sonae Distribuição Brasil, SA buyer as a result of responsibilities assumed with that entity.
Movements in "Provisions and impairment losses", for the nine months period ended as at 30 September 2015 and 2014, were as follows:
| Caption | Balance as at 1 January 2015 |
Increase | Decrease | Transfers 1) |
Balance as at 30 September 2015 |
|---|---|---|---|---|---|
| Accumulated impairment losses on investments (Note 17) | 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 (Note 13) |
2,450,000 | ‐ | ‐ | ‐ | 2,450,000 |
| Accumulated impairment losses on trade accounts receivable and other debtors (Note 14) |
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 | |
| Caption | Balance as at 1 January 2014 |
Increase | Decrease | Balance as at 30 September 2014 |
|
| Accumulated impairment losses on investments | 2,101,337 | 10,093,588 | (2,101,337) | 10,093,588 | |
| Accumulated impairment losses on tangible assets | 153,320,202 | ‐ | (5,989,686) | 147,330,516 | |
| Accumulated impairment losses on intangible assets Accumulated impairment losses on other non current assets |
1,497,119 2,423,530 |
‐ 26,470 |
(18) ‐ |
1,497,101 2,450,000 |
|
| (Note 13) Accumulated impairment losses on trade accounts receivable and other debtors |
17,025,625 | 1,439,309 | (1,393,168) | 17,071,766 |
1) Amounts transferred to "Non‐current assets held for sale" (Note 17).
The caption "Non‐current Provisions" and "Current Provisions" includes:
‐ 9,045,672 euro (12,584,983 euro as at 31 December 2014) relating to non‐current contingencies assumed by the company, when selling its subsidiary Sonae Distribuição Brasil, S.A. in 2005. This provision is being used as costs are incurred and its recorded taking into account the best estimate of costs to be incurred which results from a significant number of civil and labour lawsuits of reduced amount; and
208,674,029 11,559,367 (16,879,998) 203,353,398
Non current provisions 29,588,227 ‐ (7,391,539) 22,196,688 Current provisions 2,717,989 ‐ (4,250) 2,713,739
‐ the estimated liabilities incurred by the Group on the sale of warranty extension programs on products traded by the Sonae SR operating segment in the amount of 5,031,739 euro (8,773,796 euro as at 31 December 2014). These extensions are granted for a period of one to three years after the end of the legal mandatory warranty provided by the manufacturers.
As at 30 September 2015 and 31 December 2014, the major "Contingent liabilities" were guarantees given, which can be detailed as follows:
| Garantees and sureties given | 30 September 2015 | 31 December 2014 Restated |
|
|---|---|---|---|
| on tax claims | 900,855,816 | 867,059,310 | |
| on judicial claims | 147,919 | 285,654 | |
| on municipal claims | 7,217,222 | 6,383,942 | |
| for proper agrement fulfillment | 17,337,270 | 15,044,279 | |
| other guarantees | 5,110,458 | 4,994,628 |
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 485.4 million euro (466.1 million euro as at 31 December 2014) related to the period from 2004 to 2012, which the Company has presented, or has the intention of presenting, a tax appeal. Portuguese tax authorities claim that the Company should have invoiced VAT related to promotional discounts invoiced to suppliers which depend on the purchases made by the Group during the year, as it considers that the discounts correspond to services rendered by the company. Tax authorities also claim that the company should not have deducted VAT from discount vouchers used by its non‐corporate clients;
‐ Sureties in the amount of, approximately, 60 million euro as a result of a tax appeal presented by the Company concerning an additional tax assessment by Tax authorities, relating to 31 December 2005, following the correction of taxable income for that period as Tax authorities did not accept the recognition of tax losses incurred after the liquidation of a subsidiary of Sonae Investimentos, since it considered that the cover of losses in that subsidiary should not be part of its acquisition cost, which is not in accordance with previous assessments of Tax Authorities;
‐ Sureties in the amount of, approximately 50 million euro, following a tax appeal presented by the Company concerning additional tax assessments made by Tax authorities, relating to 31 December 2002, which refer to the non‐acceptance by Tax authorities of tax losses arising on the sale and liquidation of a subsidiary of the Group;
‐ Fiscal lawsuit related to rent tax, concerning a subsidiary of the Company in Brazil, in the amount of, approximately, 14.6 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 30.9 million euro (138.6 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 amount paid under those plans, in accordance with the policy adopted by the Group.
However CMVM disagreed with the interpretation of Sonae Investimentos and requested the retrospective correction of the financial statements, arguing that the payments made in respect of other taxes than income tax should be considered as contingent assets. While not agreeing with the position of CMVM, Sonae made the restatement of financial statements. The impact of this change is nil in the income statement and immaterial in the statement of financial position (Note 4).
In addition to the previously disclosed guarantees, as a consequence of the sale of a subsidiary in Brazil, Sonae Investimentos guaranteed to the buyer of the subsidiary all the losses incurred by that company arising on unfavourable decisions not open for appeal, concerning tax lawsuits on transactions that took place before the sale date (13 December 2005) and that exceed 40 million euro. As at 31 December 2013, the amount claimed by the Brazilian Tax Authorities, concerning the tax lawsuits still in progress, which the company's lawyers assess as having a high probability of loss, plus the amounts already paid (28.3 million euro) related to programmes for the Brazilian State of tax recovery, amount to near 39.8 million euro as at 31 December 2014). Furthermore, there are other tax assessments totalling 86.37 million euro as at 31 December 2014) 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 2015 and 2014, "Other operational income" is as follows:
| 30 September 2015 | 30 September 2014 | |
|---|---|---|
| Supplementary income | 409,948,493 | 331,701,684 |
| Prompt payment discounts received | 17,708,418 | 16,983,500 |
| Exchange differences | 22,919,212 | 8,364,540 |
| Own work capitalised | 7,303,863 | 4,999,670 |
| Insurance claims | ‐ | 4,100,000 |
| Gains on disposal of assets | 42,089,565 | 2,291,531 |
| Impairment losses and provisions reversals | 7,369,956 | 7,016,396 |
| Others | 780,031 | 4,050,952 |
| 508,119,538 | 379,508,273 |
Under the caption "Gains on disposal of assets" are included 40 million euro related to the sale and leaseback transactions of 15 food retail assets located in Portugal (Note 9).
| Sales and services rendered | Purchases and services obtained | |||||
|---|---|---|---|---|---|---|
| Transactions | 30 September 2015 | 30 September 2014 | 30 September 2015 | 30 September 2014 | ||
| Shareholders | 962,876 | 950,967 | 1,329,757 | 2,418,803 | ||
| Subsidiaries (Note 17) | 964,035 | 935,113 | 4,630,921 | 4,119,060 | ||
| Associated companies | 28,571,444 | 26,969,208 | 171,507 | 206,580 | ||
| Other related parties (1) | 46,450,785 | 46,271,639 | 51,251,332 | 52,064,062 | ||
| 76,949,140 | 75,126,927 | 57,383,517 | 58,808,505 | |||
| Interest income | Interest expenses | |||||
| Transactions | 30 September 2015 | 30 September 2014 | 30 September 2015 | 30 September 2014 | ||
| Shareholders | 1,661 | ‐ | 25,451,881 | 24,382,679 | ||
| Subsidiaries (Note 17) | 331,132 | 318,740 | ‐ | ‐ | ||
| Associated companies | 202,980 | 242,519 | ‐ | ‐ | ||
| Other related parties (1) | ‐ | ‐ | 83,344 | 3,362,926 | ||
| 535,773 | 561,259 | 25,535,225 | 27,745,605 | |||
| Accounts receivable | Accounts payable | |||||
| 31December 2014 | 31 December 2014 | |||||
| Balances | 30 September 2015 | Restated | 30 September 2015 | Restated | ||
| Shareholders (Note 14 and 24) | 48,474,509 | 21,582,787 | 94,049,185 | 31,745,702 | ||
| Subsidiaries (Note 17) | 2,661,402 | 617,990 | 1,118,804 | 697,077 | ||
| Associated companies | 6,383,696 | 5,128,639 | 3,285,189 | 1,090,674 | ||
| Other related parties (1) | 21,996,664 | 21,144,252 | 13,191,996 | 26,057,886 | ||
| 79,516,271 | 48,473,668 | 111,645,174 | 59,591,339 | |||
| Loans | ||||||
| Obtained | Granted | |||||
| Balances | 30 September 2015 | 31 December 2014 Restated |
30 September 2015 | 31 December 2014 Restated |
||
| Shareholders (Note 22) | 400,000,000 | 400,000,000 | ‐ | ‐ | ||
| Subsidiaries (Note 17) | ‐ | ‐ | 9,160,408 | 8,768,402 | ||
| Associated companies | ‐ | ‐ | 9,291,632 | 9,155,593 | ||
| Other related parties (1) | 2,375,851 | 2,541,268 | ‐ | ‐ | ||
| 402,375,851 | 402,541,268 | 18,452,040 | 17,923,995 |
(1) 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.
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.
Granted loans to subsidiaries, refers to Raso SGPS, S.A. for which impairment was created totalling 6,998,052 euros (Note 25).
Income tax for the nine months period ended on 30 September 2015 and 2014 is detailed as follows:
| 30 September 2015 | 30 September 2014 | |
|---|---|---|
| Current tax | 14,491,591 | 8,388,504 |
| Deferred tax | (11,062,458) | 5,560,802 |
| 3,429,133 | 13,949,306 |
Earnings per share for the nine months period ended on 30 September 2015 and 2014 were calculated taking into consideration the following amounts:
| 30 September 2015 | 30 September 2014 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings pershare (consolidated profit for the period) |
61,364,991 | 46,623,395 |
| Net profit taken into consideration to calculate diluted earnings pershare |
61,364,991 | 46,623,395 |
| Number of shares | ||
| Weighted average number of shares used to calculated basic earnings pershare |
900,000,000 | 900,000,000 |
| Weighted average number of shares used to calculated diluted earnings pershare |
900,000,000 | 900,000,000 |
| Earnings pershare (basic and diluted) | 0.068183 | 0.051804 |
On 30 September 2015 and 2014 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 493 stores and 214 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, note! and Wells;
‐ Sonae SR is our specialised retail unit, with a presence in the electronics, sports and fashion market operating 508 stores and 75 stores operated under franchise agreements under the Worten, Sport Zone, MO and Zippy business concepts;
‐ Sonae RP is our retail real estate unit which actively manages retail real estate properties of Sonae, 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) and 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 2015 and 2014 can be detailed as follows:
| Turnover | 30 September 2015 | Inter‐segment 30 September 2014 income |
Inter‐segment income |
|
|---|---|---|---|---|
| Sonae MC | 2,549,400,554 | (1,237,817) | 2,537,121,820 | (4,865,844) |
| Sonae SR | 916,939,830 | (20,056,277) | 913,255,504 | (20,668,291) |
| Sonae RP | 92,167,151 | (86,683,869) | 94,507,337 | (73,568,314) |
| Others, eliminations and adjustments | (34,329,247) | ‐ | (47,027,985) | ‐ |
| Total consolidated | 3,524,178,288 | (107,977,962) | 3,497,856,676 | (99,102,449) |
| Depreciation and amortisation | Provisions and impairment losses | EBIT | ||||
|---|---|---|---|---|---|---|
| 30 September 2015 | 30 September 2014 | 30 September 2015 | 30 September 2014 | 30 September 2015 | 30 September 2014 | |
| Sonae MC | 64,109,495 | 62,829,513 | 1,505,739 | 963,871 | 81,391,305 | 104,591,880 |
| Sonae SR | 33,303,819 | 32,247,314 | 797,716 | 468,955 | (52,284,960) | (44,324,476) |
| Sonae RP | 20,918,161 | 21,789,239 | ‐ | ‐ | 101,690,127 | 64,724,124 |
| Others, eliminations and adjustments | 1,802,154 | 1,798,754 | 5,697 | 32,953 | (9,709,769) | (11,823,531) |
| Total consolidated | 120,133,629 | 118,664,820 | 2,309,152 | 1,465,779 | 121,086,703 | 113,167,997 |
| Investment (CAPEX) | Invested capital | |||
|---|---|---|---|---|
| 30 September 2015 30 September 2014 |
30 September 2015 | 31 December 2014 Restated |
||
| Sonae MC | 74,224,811 | 62,438,636 | 474,683,573 | 485,808,706 |
| Sonae SR | 47,285,613 | 40,684,404 | 189,356,163 | 115,932,567 |
| Sonae RP | 36,373,086 | 18,812,327 | 1,044,731,775 | 1,212,504,100 |
| Others, eliminations and adjustments | 5,613,711 | 2,851,533 | 85,698,931 | 53,558,752 |
| Total consolidated | 163,497,221 | 124,786,900 | 1,794,470,442 | 1,867,804,125 |
| Turnover | EBIT | ||||
|---|---|---|---|---|---|
| 30 September 2015 | 30 September 2014 | 30 September 2015 | 30 September 2014 | ||
| Inter‐segment income | (107,977,962) | (99,102,449) | ‐ | ‐ | |
| Equity method | ‐ | ‐ | (1,264,846) | (1,776,985) | |
| Others | 73,648,715 | 52,074,463 | (8,444,923) | (10,046,546) | |
| Others, eliminations and adjustments | (34,329,247) | (47,027,985) | (9,709,769) | (11,823,531) | |
| Investment (Capex) | Invested capital | ||||
| 30 September 2015 | 30 September 2014 | 30 September 2015 | 31 December 2014 Restated |
||
| Investments and loans granted to associated companies |
‐ | ‐ | 48,328,184 | 49,717,769 | |
| Dividends | ‐ | ‐ | (40,113,299) | ‐ | |
| Investment acquisiton | 2,500,557 | ‐ | ‐ | ‐ | |
| Others | 3,113,154 | 2,851,533 | 77,484,046 | 3,840,983 | |
| Others, eliminations and adjustments | 5,613,711 | 2,851,533 | 85,698,931 | 53,558,752 |
Glossary:
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 2015 and 2014 can be summarised as follows:
| 30 September 2015 | 30 September 2014 | |||||
|---|---|---|---|---|---|---|
| Consolidated | Indirect | Direct | Consolidated | Indirect | Direct | |
| accounts | income | income | accounts | income | income | |
| Turnover | 3,524,178,288 | ‐ | 3,524,178,288 | 3,497,856,676 | ‐ | 3,497,856,676 |
| Investment income | ||||||
| Dividends and other adjustments | 151,524 | 151,524 | ‐ | 150,282 | 150,282 | ‐ |
| Others | (4,735,362) | (4,735,362) | ‐ | 421,476 | ‐ | 421,476 |
| Other income | ||||||
| Impairment losses reversal | 3,651,384 | ‐ | 3,651,384 | 1,453,723 | ‐ | 1,453,723 |
| Others | 464,638,676 | ‐ | 464,638,676 | 378,054,550 | ‐ | 378,054,550 |
| Total income | 3,987,884,510 | (4,583,838) | 3,992,468,348 | 3,877,936,706 | 150,282 | 3,877,786,425 |
| Total expenses | (3,771,546,368) | (2,659,710) | (3,768,886,658) | (3,626,125,704) | ‐ | (3,626,125,704) |
| Depreciation and amortisation | (120,133,629) | ‐ | (120,133,629) | (118,664,820) | ‐ | (118,664,820) |
| Losses on tangible and intangible assets | (7,116,222) | ‐ | (7,116,222) | (4,735,532) | ‐ | (4,735,532) |
| Provisions and impairment: | (2,309,152) | ‐ | (2,309,152) | (1,465,779) | ‐ | (1,465,779) |
| Profit before financial results and share of | ||||||
| results in joint ventures and associated | 86,779,139 | (7,243,548) | 94,022,688 | 126,944,871 | 150,282 | 126,794,589 |
| companies | ||||||
| Non recorrent items | 28,328,862 | ‐ | 28,328,862 | (11,849,608) | ‐ | (11,849,608) |
| Financial profit/(loss) | (46,445,365) | ‐ | (46,445,365) | (50,642,885) | ‐ | (50,642,885) |
| Share of results in joint ventures and associated | ||||||
| undertakings | ||||||
| MDS | (1,277,934) | ‐ | (1,277,934) | (1,958,194) | ‐ | (1,958,194) |
| Raso | ‐ | ‐ | ‐ | (56,615) | ‐ | (56,615) |
| Others | 13,088 | ‐ | 13,088 | 237,824 | ‐ | 237,824 |
| Profit before taxation | 67,397,790 | (7,243,548) | 74,641,338 | 62,675,393 | 150,282 | 62,525,112 |
| Income tax | (3,429,133) | ‐ | (3,429,133) | (13,949,306) | ‐ | (13,949,306) |
| Profit/(Loss) after taxation | 63,968,657 | (7,243,548) | 71,212,205 | 48,726,087 | 150,282 | 48,575,806 |
| Attributable to equity holders of Sonae | 61,364,991 | (7,243,548) | 68,608,539 | 46,623,395 | 150,282 | 46,473,114 |
| Non‐controlling interests | 2,603,666 | ‐ | 2,603,666 | 2,102,692 | ‐ | 2,102,692 |
| "Underlying" EBITDA (b) | 219,930,306 | 250,206,998 | ||||
| Direct EBITDA (a) | 246,994,322 | 236,580,405 | ||||
| Direct EBIT (c) | 121,086,703 | 113,167,997 | ||||
(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.
On 21 October 2015, Sonae Investimentos SGPS, SA finalized the sale of 100 % of Group Raso SGPS, SA to Springwater Tourism Group, SGPS, SA.
On October 27 2015, Sonae Investimentos signed an affiliation agreement with the central purchasing IFA. IFA is a purchasing group made up of over 30 Spaniards members, who numbered in 2014 with an aggregate turnover of 10 billion euros. With effect from January 1, 2016, this agreement aims at joint potentiation of relevant opportunities to trade, purchase and development in the commercial area.
The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 2 November 2015.
The Board of Directors,
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
(TranslaƟon of individual financial statements originally issued in Portuguese.In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
| ASSETS | Notes 30.September.2015 | 30.September.2014 Restated (note 4) |
31.December.2014 Restated (note 4) |
01.January.2014 Restated (note 4) |
|
|---|---|---|---|---|---|
| NON‐CURRENT ASSETS: | |||||
| Tangible assets | ‐ | 13 | 8 | 30 | |
| Intangible assets | 502 | 285 | 228 | 455 | |
| Investments | 5 | 1,803,578,745 | 2,376,624,241 | 760,698,747 | 2,388,661,291 |
| Deferred tax assets | ‐ | ‐ | ‐ | 6,485 | |
| Other non‐current assets | 6 | 685,943,506 | 1,072,328,349 | 699,808,123 | 1,186,256,030 |
| Total non‐current assets | 2,489,522,753 | 3,448,952,888 | 1,460,507,106 | 3,574,924,291 | |
| CURRENT ASSETS: | |||||
| Trade account receivables and other current assets | 7 | 2,784,769,053 | 308,864,962 | 2,978,216,657 | 202,291,545 |
| Cash and cash equivalents | 8 | 10,678 | 62,990 | 40,614,996 | 6,623,141 |
| Total current assets | 2,784,779,731 | 308,927,952 | 3,018,831,653 | 208,914,686 | |
| Non ‐ current assets held forsale | 9 | 4,525,381 | ‐ | ‐ | ‐ |
| TOTAL ASSETS | 5,278,827,865 | 3,757,880,840 | 4,479,338,759 | 3,783,838,977 | |
| EQUITY AND LIABILITIES | |||||
| EQUITY: | |||||
| Share capital | 10 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
| Reserves and retained earnings | 1,818,831,465 | 1,264,782,645 | 1,264,782,645 | 1,292,875,706 | |
| Profit for the period | 29,067,077 | (14,733,114) | 594,048,820 | 11,906,939 | |
| TOTAL EQUITY | 2,847,898,543 | 2,250,049,531 | 2,858,831,465 | 2,304,782,645 | |
| LIABILITIES: | |||||
| NON‐CURRENT LIABILITIES: | |||||
| Loans | 11 | 447,845,727 | 362,461,192 | 347,220,715 | 712,974,210 |
| Other non‐current liabilities | 12 | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 |
| Deferred tax liabilities | 26 | ‐ | ‐ | ‐ | |
| Total non‐current liabilities | 847,845,753 | 762,461,192 | 747,220,715 | 1,112,974,210 | |
| CURRENT LIABILITIES: | |||||
| Loans | 11 | 191,631,010 | 461,108,031 | 381,395,664 | 45,815,788 |
| Trade creditors and other current liabilities | 13 | 1,391,452,560 | 284,262,086 | 491,890,915 | 320,266,334 |
| Total current liabilities | 1,583,083,569 | 745,370,117 | 873,286,579 | 366,082,122 | |
| TOTAL EQUITY AND LIABILITIES | 5,278,827,865 | 3,757,880,840 | 4,479,338,759 | 3,783,838,977 |
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 2015 3 |
3rd quarter 2014 | 30.September.2015 | 30.September.2014 | |
|---|---|---|---|---|---|
| Services rendered | ‐ | 165,928 | ‐ | 459,196 | |
| Gains or losses on investments | 16 | 37,656,714 | (15,474,080) | 33,034,651 | 1,585,928 |
| Financial income | 17 | 7,068,451 | 11,895,302 | 60,035,288 | 36,151,557 |
| Other income | 163,777 | 182,302 | 369,793 | 556,618 | |
| External supplies and services | (700,476) | (1,019,322) | (2,300,297) | (3,260,966) | |
| Staff costs | (15,488) | (21,315) | (34,086) | (30,873) | |
| Depreciation and amortisation | (25) | (62) | (121) | (186) | |
| Provisions and impairment losses | ‐ | ‐ | ‐ | (26,470) | |
| Financial expenses | 17 | (15,529,526) | (17,533,276) | (49,739,391) | (52,906,491) |
| Other expenses | (10,916) | (40,167) | (134,105) | (87,727) | |
| Profit/(Loss) before taxation | 28,632,511 | (21,844,690) | 41,231,732 | (17,559,414) | |
| Taxation | (7,624,546) | 1,470,945 | (12,164,655) | 2,826,300 | |
| Profit/(Loss) after taxation | 21,007,965 | (20,373,745) | 29,067,077 | (14,733,114) | |
| Profit/(Loss) pershare | 18 | 0.0233 | (0.0226) | 0.0323 | (0.0164) |
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)
| rd quarter 2015 3 |
3rd quarter 2014 | 30.September.2015 | 30.September.2014 | |
|---|---|---|---|---|
| Net Profit / (Loss) for the period | 21,007,965 | (20,373,745) | 29,067,077 | (14,733,114) |
| Total comprehensive income for the period | 21,007,965 | (20,373,745) | 29,067,077 | (14,733,114) |
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 )
| Sh l ita are c ap |
al r Leg ese rve |
he Ot r re ser ve s |
tal To re ser ve s d d ine eta an r rni ea ngs |
rof / ( s) Ne P it Los t |
tal To |
|
|---|---|---|---|---|---|---|
| Bal d t 1 J 201 4 r est ate an ce a s a an ua ry |
1, 000 000 000 , , |
14 0, 642 469 , |
1, 152 233 237 , , |
1, 292 875 706 , , |
11, 906 939 , |
2, 304 782 645 , , |
| tal reh for the d To siv inc rio co mp en e om e pe |
‐ | ‐ | ‐ | ‐ | ( ) 14, 733 114 , |
( ) 14, 733 114 , |
| of fit of Ap iat ion 201 3: pro pr pro |
||||||
| nsf leg al r nd oth Tra to er ese rve s a er res erv es |
‐ | 595 347 , |
‐ | 595 347 , |
( ) 595 347 , |
‐ |
| ide nd dis trib d Div ute s |
‐ | ‐ | ( ) 28, 688 408 , |
( ) 28, 688 408 , |
( ) 11, 311 592 , |
( ) 40, 000 000 , |
| Bal be ed t 3 S 0 r 2 014 tem tat an ce a s a ep res |
1, 000 000 000 , , |
14 1, 237 816 , |
1, 123 544 829 , , |
1, 264 782 645 , , |
( ) 14, 733 114 , |
2, 250 049 531 , , |
| Bal d t 1 J 201 5 r est ate an ce a s a an ua ry |
1, 000 000 000 , , |
14 1, 237 816 , |
1, 123 544 829 , , |
1, 264 782 645 , , |
594 048 820 , , |
2, 858 831 465 , , |
| tal reh siv inc for the rio d To co mp en e om e pe |
‐ | ‐ | ‐ | ‐ | 29, 067 077 , |
29, 067 077 , |
| iat ion of fit of Ap 201 4: pro pr pro |
||||||
| nsf leg al r nd oth Tra to er ese rve s a er res erv es |
‐ | 29, 702 450 , |
524 346 370 , , |
554 048 820 , , |
( ) 554 048 820 , , |
‐ |
| Div ide nd dis trib d ute s |
‐ | ‐ | ‐ | ‐ | ( ) 40, 000 000 , |
( ) 40, 000 000 , |
| Bal t 3 S 0 be r 2 015 ed tem tat an ce a s a ep res |
1, 000 000 000 , , |
17 0, 940 266 , |
1, 647 891 199 , , |
1, 818 831 465 , , |
29, 067 077 , |
2, 847 898 542 , , |
Theaccompanying notes are part of these condensed individual financial statements.
(Translation of the individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
| Notes | rd quarter 2015 3 |
3rd quarter 2014 | 30.September.2015 30.September.2014 | ||
|---|---|---|---|---|---|
| OPERATING ACTIVITIES | |||||
| Net cash flow from operating activities (1) | (5,699,428) | 5,157,478 | (3,050,137) | 7,323,659 | |
| INVESTMENT ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Investments | ‐ | (80) | 1,435,757,800 | 2,973,234 | |
| Interest and similar income | 332,696 | 206,927 | 21,988,389 | 17,949,932 | |
| Dividends | ‐ | ‐ | 113,299 | 16,758,860 | |
| Others | 27 | 37,656,714 | ‐ | 37,656,714 | ‐ |
| Loans granted | 2,328,706,359 | 547,163,317 | 2,791,203,370 | 1,776,618,255 | |
| 2,366,695,769 | 547,370,164 | 4,286,719,572 | 1,814,300,281 | ||
| Cash payments arising from: | |||||
| Investments | (1,017,761,000) | (5,700,134) | (1,045,142,687) | (6,100,134) | |
| Loans granted | (2,072,835,010) | (437,514,306) | (4,001,371,792) | (1,756,164,359) | |
| (3,090,596,010) | (443,214,440) | (5,046,514,479) | (1,762,264,493) | ||
| Net cash used in investment activities (2) | (723,900,241) | 104,155,724 | (759,794,907) | 52,035,788 | |
| FINANCING ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 2,671,507,370 | 1,142,742,791 | 6,149,012,990 | 4,125,511,778 | |
| 2,671,507,370 | 1,142,742,791 | 6,149,012,990 | 4,125,511,778 | ||
| Cash payments arising from: | |||||
| Loans obtained | (1,905,501,743) | (1,242,235,110) | (5,400,635,012) | (4,168,454,340) | |
| Interest and similar charges | (3,092,084) | (7,140,198) | (15,963,960) | (22,714,951) | |
| Dividends | (40,000,000) | (40,000,000) | (40,000,000) | (40,000,000) | |
| (1,948,593,827) | (1,289,375,308) | (5,456,598,972) | (4,231,169,291) | ||
| Net cash used in financing activities (3) | 722,913,543 | (146,632,517) | 692,414,018 | (105,657,513) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | (6,686,126) | (37,319,315) | (70,431,026) | (46,298,066) | |
| Cash and cash equivalents at the beginning of the period | 8 | (23,135,126) | (2,355,610) | 40,609,774 | 6,623,141 |
| Cash and cash equivalents at the end of the period | 8 | (29,821,252) | (39,674,925) | (29,821,252) | (39,674,925) |
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 5).
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 2014.
Under the Special Regime of Debt Adjustments to the Fiscal Authorities and Social Security (Decree Law No. 248‐A/2002 (PMFL) and Decree Law No. 151‐A/2013 (RERD)), Sonae Investimentos has voluntarily made payments in the past years to the State relating to additional tax assessments of previous years, for which, at the time of such payments, Sonae had already appealed to the competent courts.
Until the time of those payments the assessment made, and not changed since then, is that these claims correspond to contingencies which probability of being decided against Sonae intents is remote and that such claims are motivated by different interpretations of the applicable tax legislation, hence corresponding to uncertain tax positions. As a result of this assessment, the claims were disclosed in the financial statements as they correspond to contingent liabilities.
Amounts paid under those schemes were recognized as assets under the caption "Other debtors", according to the "IAS 12 ‐ Income taxes" in the case of amounts related to IRC. In respect of payments of other taxes, and considering that applicable accounting rules are silent in relation with those, Sonae Investimentos used a similar accounting policy, meaning the payments were also recognized as assets.
However CMVM disagreed with the interpretation of Sonae Investimentos and requested the restatement of the financial statements, arguing that the payments made in respect of taxes other than income tax should be considered contingent assets. While not agree in with the CMVM's position, Sonae Investimentos performed the restatement of financial statements, which impact is nil in the income statement and immaterial in the statement of financial position.
The amount of 2,200,320 euros was reclassified from other debtors to retained earnings.
As at 30 September 2015 and 31 December 2014, the investments caption is made up as follows:
| Company | 30.September.2015 | 31.December.2014 Restated (note 4) |
|||
|---|---|---|---|---|---|
| % 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 | |
| Fozimo ‐ Sociedade Imobiliária, SA | 100.00% | 24,940 | 100.00% | 24,940 | |
| Fundo de Investimento Imobiliário Fechado Imosede | 72.87% | 92,009,153 | 57.82% | 69,415,155 | |
| Fundo de Investimento Imobiliário Imosonae Dois | 74.94% | 108,760,470 | 74.94% | 108,760,470 | |
| 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% | 1,053,885 | 100.00% | 923,885 | |
| Imoresultado ‐ Sociedade Imobiliária, SA | 100.00% | 109,736 | 100.00% | 109,736 | |
| MDS, SGPS, SA | 46.92% | 51,000,000 | 46.92% | 51,000,000 | |
| MJLF ‐ Empreendimentos Imobiliários, SA | 100.00% | 190,000 | 100.00% | 190,000 | |
| Modelo ‐ Distribuição de Materiais de Construção, SA | 50.00% | 21,510,614 | 50.00% | 21,510,614 | |
| Modelo Hiper Imobiliária, SA | 100.00% | 10,012,648 | 100.00% | 10,012,648 | |
| MOVVO, SA | 16.00% | 800,000 | 9.09% | 400,000 | |
| Ponto de Chegada ‐ Promoção Imobiliária, SA | 100.00% | 50,000 | 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 | |
| Socijofra ‐ Sociedade Imobiliária, SA | 100.00% | 550,000 | 100.00% | 550,000 | |
| Soliférias ‐ Operadores Turísticos, SA | 11.12% | 133,162 | 11.12% | 133,162 | |
| Sonae Capital Brasil, Ltda | 37.00% | 296,770 | 37.00% | 296,770 | |
| Sonae Center Serviços II, SA | 100.00% | 58,032,319 | 100.00% | 58,032,319 | |
| Sonae MC ‐ Modelo Continente, SGPS, SA | 100.00% | 1,438,804,275 | 41.96% | 423,698,275 | |
| Sonae Financial Services, SA | 100.00% | 5,000,000 | 100.00% | 350,000 | |
| Sonae SR Malta Holding Limited | ‐ | 1 | ‐ | 1 | |
| Sonaegest ‐ Soc. Gest. de Fundos de Investimentos, SA | 40.00% | 384,351 | 40.00% | 384,351 | |
| Valor N, SA | 100.00% | 2,087,315 | 100.00% | 2,087,315 | |
| Total | 1,803,578,745 | 760,698,747 |
As at 30 September 2015 and 31 December 2014 the non‐current assets were as follows:
| 30.September.2015 | 31.December.2014 Restated |
|
|---|---|---|
| (note 4) | ||
| Loans granted | 685,943,506 | 699,808,123 |
| 685,943,506 | 699,808,123 |
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 2015 and 31 December 2014 the loans granted are no past due or impaired.
| 30.September.2015 | 31.December.2014 Restated |
|
|---|---|---|
| (note 4) | ||
| Group company: Short term loans |
2,691,225,211 | 1,473,912,654 |
| Interests charged but not received | 38,011 | 21,747,999 |
| Taxes ‐ Special Regime for taxation of groups of companies | 5,755,505 | 25,643,546 |
| Receivables on the sale of investments | ‐ | 1,435,757,800 |
| Aditional tax assessments | 1,578,116 | 1,578,116 |
| Special regime for payment of tax and social securaty debts (DL 248‐ A/2002, 14 November) |
2,795,019 | 2,795,019 |
| Special regime for payment of tax and social securaty debts (DL 151‐ A/2013, 31October) |
788,298 | 788,298 |
| Others | 112,560 | 457,088 |
| Taxes recoverable | 18,301,163 | 10,506,101 |
| Other current assests | 64,175,170 | 5,030,036 |
| 2,784,769,053 | 2,978,216,657 |
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. As mentioned in note 4 the amount of 2,200,320 euro was transferred to retained earnings.
The caption other current assets includes mainly receivables relating to interest, from loans granted to group companies.
As at 30 September 2015 and 31 December 2014, cash and cash equivalents can be detailed as follows:
| 30.September.2015 | 31.December.2014 Restated (note 4) |
|
|---|---|---|
| Cash in hand | ‐ | 550 |
| Bank deposits | 10,678 | 40,614,446 |
| Cash and cash equivalents on the balance sheet | 10,678 | 40,614,996 |
| Bank overdrafts | (29,831,930) | (5,222) |
| Cash and cash equivalents on the cash flow statement | (29,821,252) | 40,609,774 |
Bank overdrafts are disclosed in the statement of financial position under the caption short term bank loans.
As at 30 June 2015 the Raso, SGPS, SA investment was classified as non‐current asset held for sale. The valuation of this asset was based on the assessment made for the acquisition on June 29, 2015, of the remaining 50% Raso share capital. A reinforcement of impairment losses of about 4.7 million was recorded based on this valuation.
In October 2015 this investment was sold to the company Springwater Tourism Group, SGPS, SA.
As at 30 September 2015 and 31 December 2014, 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 2015 and 31 December 2014, the subscribed share capital was held as follows:
| 30.September.2015 | 31.December.2014 Restated |
|
|---|---|---|
| (note 4) | ||
| 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 2015 and 31 December 2014, this caption included the following loans:
| 31.December.2014 | ||
|---|---|---|
| 30.September.2015 | Restated | |
| (note 4) | ||
| Bonds Sonae Investimentos / 2012/2017 | 120,000,000 | 145,000,000 |
| Bonds Sonae Investimentos / junho 2013/2018 | 50,000,000 | 50,000,000 |
| Bonds Sonae Investimentos / dezembro 2013/2018 | ‐ | 75,000,000 |
| Bonds Sonae Investimentos / 2014/2018 | 50,000,000 | 50,000,000 |
| Bonds Sonae Investimentos / 2015/2020 | 75,000,000 | ‐ |
| Up‐front fees not yet charged to income statement | (2,154,273) | (2,779,285) |
| Bond loans | 292,845,727 | 317,220,715 |
| Commercial paper | 155,000,000 | 30,000,000 |
| Bank loans | 155,000,000 | 30,000,000 |
| Non‐current loans | 447,845,727 | 347,220,715 |
| Bonds Sonae Investimentos / agosto 2007/2015 | ‐ | 200,000,000 |
| Bonds Sonae Investimentos / setembro 2007/2015 | ‐ | 155,000,000 |
| Bonds Sonae Investimentos / 2012/2017 | 50,000,000 | 25,000,000 |
| Up‐front fees not yet charged to income statement | (37,920) | (275,266) |
| Bond loans | 49,962,080 | 379,724,734 |
| Commercial paper | 111,837,000 | ‐ |
| Other bank loans | ‐ | 1,666,667 |
| Up‐front fees not yet charged to income statement | ‐ | (959) |
| Bank overdrafts | 29,831,930 | 5,222 |
| Bank loans | 141,668,930 | 1,670,930 |
| Current loans | 191,631,010 | 381,395,664 |
Under lines of credit and commercial paper programs with firm commitments, the company had 296 million euro credit facilities available to meet its liquidity requirements, as follows:
| Less than 1 year | Over 1 year | |
|---|---|---|
| Amount contracted lines | 163,000,000 | 430,000,000 |
| Amount available lines | 21,330,363 | 275,000,000 |
The interest rate as at 30 September 2015 of the bonds and bank loans was, on average, 3.10% (2.62% as at 31 December 2014).
As at 30 September 2015 and 31 December 2014 this caption includes a subordinate bond loan, repayable in 10 years issued by Sonae Investimentos at market conditions. This loan was fully subscribed and paid for Sonae SGPS, SA on 28 December 2010 amounting to 400,000,000 euro, relating 8,000 bonds with nominal value of 50,000 euro each.
At 30 September 2015 the fair value of this bond loan is 55,375 euro (42,358 euro on 31 December 2014) per bond, and was determined based on discounted cash flows method.
As at 30 September 2015 and 31 December 2014 Sonae, SGPS, SA and Sonae Investments, BV held 6,948 and 1,052 bonds, respectively.
As at 30 September 2015 and 31 December 2014, this heading is made up as follows:
| 30.September.2015 | 31.December.2014 Restated (note 4) |
|
|---|---|---|
| Suppliers | 37,745 | 37,010 |
| Group companies: | ||
| Short term loans | 1,327,609,262 | 459,401,618 |
| Taxes ‐ Special Regime for taxation of groups | 21,018,079 | 21,042,656 |
| Others | 859,661 | 614,080 |
| Taxes and contributions payable | 1,900,589 | 2,161,371 |
| Other current liabilities | 40,027,224 | 8,634,180 |
| 1,391,452,560 | 491,890,915 |
The caption other current liabilities includes mainly accrued interests not yet due relating to loans obtained.
As at 30 September 2015 and 31 December 2014 the contingent liabilities were detailed as follows:
| 30.September.2015 | 31.December.2014 Restated (note 4) |
|
|---|---|---|
| Guarantees rendered: | ||
| related to tax claims awaiting outcome | ||
| Guarantees provided by financial institutions | 86,763,780 | 88,025,158 |
| Guarantees provided by parent company | 235,312,229 | 219,575,261 |
| related to local and municipal claims awaiting outcome | 28,938 | 28,938 |
| others | 10,633,113 | 10,633,113 |
| Guarantees given in favour of subsidiaries (a) | 62,926,569 | 62,958,018 |
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.
Balances and main transactions with related parties are detailed as follows:
| 31.December | ||
|---|---|---|
| 30.September.2015 | Restated | |
| (note 4) | ||
| Balance: | ||
| Shareolders | 4,142,368 | 4,219,330 |
| Subsidiaries | 63,695,910 | 1,482,009,644 |
| Jointly controlled companies | ‐ | 133,402 |
| Associated companies | 100,958 | 230,233 |
| Accounts receivable | 67,939,236 | 1,486,592,609 |
| Shareolders | 38,169,580 | 2,701,597 |
| Subsidiaries | 16,676,310 | 23,586,741 |
| Associated companies | 544,719 | 291,896 |
| Other related parties | 191 | 46,947 |
| Accounts payable | 55,390,800 | 26,627,181 |
| Subsidiaries | 3,372,566,993 | 2,153,763,572 |
| Jointly controlled companies | ‐ | 8,635,000 |
| Associated companies | 11,599,776 | 11,322,205 |
| Loans granted | 3,384,166,769 | 2,173,720,777 |
| Shareolders | 400,000,000 | 400,000,000 |
| Subsidiaries | 1,327,609,262 | 459,401,618 |
| Loans obtained | 1,727,609,262 | 859,401,618 |
| 30.September.2015 | 30.September.2014 | |
| Transactions: | ||
| Associated companies | ‐ | 459,196 |
| Services rendered | ‐ | 459,196 |
| Shareolders | 1,004,050 | 1,855,588 |
| Subsidiaries | 320 | 375 |
| Jointly controlled companies | ‐ | 5,692 |
| Associated companies | 16,797 | 30,664 |
| Other related parties | 106 | 116 |
| Purchases and services obtained | 1,021,273 | 1,892,435 |
| Shareolders | 50,912 | 98,854 |
| Subsidiaries | 275,621 | 438,015 |
| Associated companies | 69 | 567 |
| Other income | 326,602 | 537,436 |
| Shareolders | 1,661 | ‐ |
| Subsidiaries | 59,581,091 | 35,380,767 |
| Jointly controlled companies | ‐ | 318,740 |
| Associated companies | 262,116 | 368,837 |
| Interest income | 59,844,868 | 36,068,343 |
| Shareolders | 25,451,880 | 27,573,746 |
| Subsidiaries | 5,759,009 | 3,787,636 |
| Other related parties | 24,208 | 45,542 |
| Interest expenses | 31,235,097 | 31,406,924 |
| Subsidiaries | 113,299 | 16,758,860 |
| Dividend income | 113,299 | 16,758,860 |
| Subsidiaries | 37,656,714 | ‐ |
| Income from Investment Fund Participation Units | 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 September 2015 and 2014 did not occur any transactions including granted loans to the Company's Directors.
As at 30 September 2015 and 2014 investment income is as follows:
| 30.September.2015 | 30.September.2014 | |
|---|---|---|
| Dividends received | 113,299 | 16,758,860 |
| Income from financial investements | 37,656,714 | ‐ |
| Reverse of impairment losses | 2,262,690 | 4,349,891 |
| Impairment losses | (6,998,052) | (15,474,000) |
| Losses on investments sales | ‐ | (4,048,823) |
| 33,034,651 | 1,585,928 |
As at 30 September 2015 and 2014, net financial expenses are as follows:
| 30.September.2015 | 30.September.2014 | |
|---|---|---|
| Interest receivable | ||
| related to bank deposits | 7,735 | 83,214 |
| related to loans granted | 59,844,869 | 36,041,873 |
| Others | 173,450 | 26,470 |
| Other financial income | 9,234 | ‐ |
| Financial income | 60,035,288 | 36,151,557 |
| Interest payable | ||
| related to bank deposits and overdrats | (1,071,322) | (2,078,022) |
| related to non convertible bonds | (12,934,955) | (13,937,819) |
| related to loans obtained | (31,235,099) | (31,406,924) |
| Other financial expenses | ||
| Up front fees on the issuance of debt | (3,567,311) | (5,475,571) |
| Others | (930,704) | (8,155) |
| Financial expenses | (49,739,391) | (52,906,491) |
Earnings per share for the periods ended 30 September 2015 and 2014 were calculated taking into consideration the following amounts:
| 30.September.2015 | 30.September.2014 | |
|---|---|---|
| Net Profit | ||
| Net profit taken into consideration to calculate basic earnings pershare (Net profit for the period) |
29,067,077 | (14,733,114) |
| Net profit taken into consideration to calculate diluted earnings pershare |
29,067,077 | (14,733,114) |
| Number of shares | ||
| Weighted average number of shares used to calculate basic earnings pershare |
900,000,000 | 900,000,000 |
| Weighted average number of shares used to calculate diluted earnings pershare |
900,000,000 | 900,000,000 |
| Earnings pershare (basic and diluted) | 0.0323 | (0.0164) |
As at 21 October 2015 the company sold 100% of the share capital held in Raso, SGPS, SA to Springwater Tourism Group, SGPS, SA.
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 2 November 2015.
During the period ended as at 30 September 2015 shareholders' loan contracts were signed with the following companies:
Fozimo – Sociedade Imobiliária, SA MDS SGPS, SA Selifa ‐ Sociedade de Empreendimentos Imobiliários, SA Socijofra ‐ Sociedade Imobiliária, SA Sonae Capital Brasil, Ltda Valor N, SA
During the period ended as at 30 September 2015, treasury application agreements were signed with the following companies:
Efanor Investimentos, SGPS, SA Fashion Division, SA MJB ‐ Design, Lda Pharmacontinente – Saúde e Higiene, SA Sonae Financial Services, SA Sonae, SGPS, SA
The amounts due to group companies as at 30 September 2015 related to the mentioned contracts were the following:
| Company | 30.September.2015 |
|---|---|
| BB Food Service, SA | 5,056,417 |
| Bom Momento ‐ Comercio Retalhista, SA | 355,640 |
| Continente Hipermercados, S.A. | 117,441,282 |
| Contibomba ‐ Comércio e Distribuição de Combustíveis, SA | 1,054,640 |
| Fashion Division, SA | 3,887,140 |
| Modelo Continente Hipermercados, SA | 89,066,941 |
| Modelo Hiper Imobiliária, SA | 3,992,640 |
| Modelo.Com ‐ Vendas por Correspondência, SA | 10,835,640 |
| Pharmacontinente ‐ Saúde e Higiene, SA | 2,171,522 |
| Sesagest ‐ Projectos e Gestão Imobiliária, SA | 61,624,641 |
| Sonae ‐ Specialized Retail, SGPS, SA | 886,797,640 |
| SonaeSR ‐ Serviços e Logística, SA | 892,000 |
| Têxtil do Marco, SA | 1,188,640 |
| Tlantic Portugal ‐ Sistemas de Informação, SA | 876,939 |
| Worten ‐ Equipamentos para o Lar, SA | 142,367,540 |
| 1,327,609,262 |
As at 30 September 2015 amounts owed by subsidiaries can be detailed as follows:
| Company | 30.September.2015 |
|---|---|
| Azulino ‐ Imobiliária, SA | 3,477,534 |
| Bertimóvel ‐ Sociedade Imobiliária, SA | 10,369,769 |
| Canasta ‐ Empreendimentos Imobiliários, SA | 898,966 |
| Chão Verde ‐ Sociedade de Gestão Imobiliária, SA | 13,118,298 |
| Citorres ‐ Sociedade Imobiliária, SA | 1,727,808 |
| Contimobe ‐ Imobiliária do Castelo de Paiva, SA | 5,161,279 |
| Cumulativa ‐ Sociedade Imobiliária, SA | 925,091 |
| Discovery Sports, SA | 3,110,360 |
| Farmácia Selecção, SA | 98,360 |
| Fozimo – Sociedade Imobiliária, SA | 1,111,060 |
| Igimo – Sociedade Imobiliária, SA | 872,298 |
| Iginha – Sociedade Imobiliária, SA | 13,730,361 |
| Imoconti – Sociedade Imobiliária, SA | 364,360 |
| Imoestrutura ‐ Sociedade Imobiliária, SA | 233,003 |
| Imomuro ‐ Sociedade Imobiliária, SA | 10,511,218 |
| Imoresultado – Sociedade Imobiliária, SA | 509,954 |
| Imosistema ‐ Sociedade Imobiliária, SA | 51,504 |
| Infofield ‐ Informática, S.A. | 99,360 |
| MJB ‐ Design, Lda | 204,000 |
| MJLF ‐ Empreendimentos Imobiliários, SA | 2,216,945 |
| Modalfa ‐ Comércio e Serviços, S.A. | 15,430,360 |
| Modalloop ‐ Vestuário e Calçado, SA | 900,360 |
| Modelo ‐ Distribuição de Materiais de Construção, SA | 2,308,144 |
| MDS SGPS, SA | 9,291,631 |
| Pharmaconcept ‐ Actividades em Saúde, SA | 3,360 |
| Ponto de Chegada ‐ Promoção Imobiliária, SA | 2,544,000 |
| Predicomercial ‐ Promoção Imobiliária, SA | 1,301,068 |
| Predilugar ‐ Sociedade Imobiliária, SA | 6,602,000 |
| Raso, SGPS, SA | 2,160,896 |
| Selifa ‐ Sociedade de Empreendimentos Imobiliários, SA | 1,978,734 |
| SDSR ‐ Sports Division SR, SA | 18,088,360 |
| Sempre à Mão ‐ Sociedade Imobiliária, SA | 709,789 |
| Socijofra ‐ Sociedade Imobiliária, SA | 4,104,138 |
| Sociloures ‐ Sociedade Imobiliária, SA | 73,772 |
| Sonae Capital Brasil, Ltda | 4,164,077 |
| Sonae Center Serviços II, SA | 41,100,972 |
| Sonae Financial Services, SA | 1,656,000 |
| Sonae MC ‐ Modelo Continente, SGPS, SA | 3,140,431,026 |
| Sonaerp ‐ Retail Properties, SA | 46,373,865 |
| Sondis Imobiliária, SA | 711,716 |
| Valor N, SA | 2,536,201 |
| Zippy ‐ Comércio e Distribuição, S.A. | 5,140,360 |
| Zyevolution Investigação e Desenvolvimento, SA | 766,360 |
| 3,377,168,717 |
The Board of Directors,
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
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