Quarterly Report • Nov 28, 2014
Quarterly Report
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Porto Commercial Registry and Fiscal Number 501 532 927
REPORT AND ACCOUNTS
30 September 2014
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 2014.
During the course of the first nine months of 2014, the consolidated turnover of Sonae Investimentos totalled 3.498 million Euro, which corresponds to an increase of 4,2% compared to the same period in the previous year.
In the same period, the Company's underlying operating cash-flow (underlying EBITDA) reached 250 million Euro, broadly in line with last year (+0,3%, 250 million Euro in 2013). Performance was impacted by the reduction of the contribution of Sonae MC, negatively affected by the highly competitive market environment in food retail, which was offset by the improved contribution of Sonae SR – specialised retail businesses continue to improve sales and operational productivity. Overall EBITDA margin stood at 7.2% of sales (-0.3 pp below the first nine months of 2013).
In terms of operating results (EBIT), these amounted to 113 million Euro, +3.9% above last year's comparable result.
Sonae Investimentos consolidated net result in the first nine months of 2014 totalled 49 million Euro, an improvement on the -95 million Euro in the same period of 2013 - essentially explained by the consideration of provisions for possible future responsibilities in "non-core" operations and "non-cash" impairments relating with operating assets.
At the end of September, Sonae Investimentos detained an overall portfolio of 1,204 stores1, corresponding to a sales area of 1,076 thousand m21. During the period, the company continued the consolidation of Sonae SR's own store network in international markets. As at the end of September 2014, Sonae SR's formats had a total of 170 stores outside of Portugal, including 52 under franchising agreements.
In Portugal, the company materialized a selective opening of new retail stores including 1 Continente Modelo, 3 Continente Bom Dia and 42 Meu Super Stores under franchise agreements.
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 125 million Euro during the first nine months of the year.
1 Excludes Geostar
Sonae Investimentos strategic guidelines privilege growth and the strengthening of the value proposition based on a continued investment in efficiency and innovation. This positioning, consistently adopted by the Company, has allowed for the combination of strong growth rhythms with strong profitability benchmarks, and once again will be at the basis of the Company´s performance during the course of the next months.
The consolidated financial information contained in this report was prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union. The financial information regarding quarterly figures was not subject to audit procedures.
Maia, 10 of November 2014
The Board of Directors,
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
sale of articles + services rendered.
turnover + other revenues - impairment reversal - negative goodwill - operating costs - provisions for warranty extensions + gain/losses from sales of companies + non-recurrent stock impairments + equity method results.
Recurrent EBITDA of fully consolidated businesses
operating cash flow (EBITDA) – depreciations, amortisations, provisions 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 fixed assets (including goodwill) - amortisations and impairment losses + financial investments + working capital
financial statements
(Translation of condensed consolidated financial statements originally issued in Portuguese.
In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
| ASSETS | Notes | 30 September 2014 | 30 September 2013 | 31 December 2013 |
|---|---|---|---|---|
| NON‐CURRENT ASSETS: | ||||
| Tangible assets | 8 | 1,785,664,227 | 1,855,663,892 | 1,820,583,824 |
| Intangible assets | 9 | 177,888,146 | 163,382,437 | 163,731,471 |
| Goodwill | 498,186,402 | 499,234,487 | 498,186,402 | |
| Investments in joint ventures and associates | 5 | 40,819,956 | 54,482,457 | 51,797,067 |
| Other investments | 6 | 11,571,873 | 13,401,697 | 13,401,237 |
| Deferred tax assets | 13 | 119,751,622 | 133,415,903 | 117,412,133 |
| Other non‐current assets | 11 | 23,358,117 | 23,592,361 | 23,103,739 |
| Total Non‐Current Assets | 2,657,240,343 | 2,743,173,234 | 2,688,215,873 | |
| CURRENT ASSETS: | ||||
| Inventories | 559,091,636 | 529,025,327 | 588,396,336 | |
| Trade accounts receivable and other current assets | 12 | 355,425,642 | 253,596,937 | 255,867,053 |
| Investments | 10 | 5,048,408 | 164,860 | 42,105 |
| Cash and cash equivalents | 14 | 65,082,487 | 64,768,545 | 71,510,332 |
| Total Current Assets | 984,648,173 | 847,555,669 | 915,815,826 | |
| Assets available for sale | ‐ | 720,338 | ‐ | |
| TOTAL ASSETS | 3,641,888,516 | 3,591,449,241 | 3,604,031,699 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 15 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
| Own shares | (320,000,000) | (320,000,000) | (320,000,000) | |
| Reserves and retained earnings | (95,028,574) | 28,381,941 | 26,266,804 | |
| Profit/(Loss) for the period attributable to the equity holders of the parent company | 46,623,395 | (96,362,449) | (84,265,323) | |
| Equity attributable to the equity holders of the parent company | 631,594,821 | 612,019,492 | 622,001,481 | |
| Equity attributable to non‐controlling interests | 16 | 82,922,942 | 87,841,710 | 84,312,167 |
| TOTAL EQUITY | 714,517,763 | 699,861,202 | 706,313,648 | |
| LIABILITIES: | ||||
| NON‐CURRENT LIABILITIES: | ||||
| Loans | 17 | 405,511,333 | 866,345,555 | 768,686,701 |
| Other non‐current liabilities | 19 | 452,445,667 | 439,871,453 | 444,708,892 |
| Deferred tax liabilities | 13 | 126,689,041 | 134,222,019 | 116,937,919 |
| Provisions | 22 | 22,196,688 | 31,297,597 | 29,588,227 |
| Total Non‐Current Liabilities | 1,006,842,729 | 1,471,736,624 | 1,359,921,739 | |
| CURRENT LIABILITIES: | ||||
| Loans | 17 | 485,802,690 | 101,677,655 | 72,398,602 |
| Trade creditors and other current liabilities | 21 | 1,432,011,595 | 1,300,845,430 | 1,462,679,721 |
| Provisions | 22 | 2,713,739 | 17,328,330 | 2,717,989 |
| Total Current Liabilities | 1,920,528,024 | 1,419,851,415 | 1,537,796,312 | |
| TOTAL LIABILITIES | 2,927,370,753 | 2,891,588,039 | 2,897,718,051 | |
| TOTAL EQUITY AND LIABILITIES | 3,641,888,516 | 3,591,449,241 | 3,604,031,699 |
The accompanying notes are part of these condensed consolidated financial statements.
(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
| Notes | 3 rd Quarter 2014 | 3 rd Quarter 2013 | 30 September 2014 30 September 2013 | ||
|---|---|---|---|---|---|
| Sales | 1,253,326,091 | 1,218,394,320 | 3,461,544,552 | 3,325,297,296 | |
| Services rendered | 13,596,167 | 10,898,203 | 36,312,124 | 30,161,983 | |
| Investment income | (10,093,667) | 282 | (9,521,831) | 79,282 | |
| Financial income | 1,764,693 | 923,864 | 4,838,002 | 3,663,939 | |
| Other income | 122,473,604 | 95,914,225 | 379,508,273 | 306,409,386 | |
| Cost of goods sold and materials consumed | (978,398,219) | (934,281,703) | (2,739,170,593) | (2,573,156,943) | |
| Changes in stocks of finished goods and work in progress | (47,318) | 57,589 | 44,512 | 196,499 | |
| External supplies and services | (147,321,692) | (139,725,653) | (415,975,744) | (397,212,316) | |
| Staff costs | (142,386,377) | (134,285,696) | (436,527,765) | (407,496,056) | |
| Depreciation and amortisation | 8 and 9 | (39,684,036) | (44,392,747) | (118,664,820) | (132,078,455) |
| Provisions and impairment losses | (106,504) | (146,540,752) | (1,465,779) | (155,111,933) | |
| Financial expenses | (18,186,425) | (17,820,607) | (55,480,887) | (56,371,723) | |
| Other expenses | (18,958,992) | (11,899,944) | (40,987,665) | (30,168,213) | |
| Share of results of joint ventures and associated undertakings | 5 | (137,759) | 384,097 | (1,776,985) | (1,797,846) |
| Profit/(Loss) before taxation | 35,839,565 | (102,374,523) | 62,675,393 | (87,585,101) | |
| Taxation | 25 | (10,507,481) | (5,575,861) | (13,949,306) | (7,494,924) |
| Profit/(Loss) after taxation | 25,332,084 | (107,950,384) | 48,726,087 | (95,080,025) | |
| Attributable to: | |||||
| Equity holders of the parent company | 23,681,543 | (108,878,097) | 46,623,395 | (96,362,449) | |
| Non‐controlling interests | 16 | 1,650,541 | 927,713 | 2,102,692 | 1,282,424 |
| Profit/(Loss) per share | |||||
| Basic | 26 | 0.026313 | (0.120976) | 0.051804 | (0.107069) |
| Diluted | 26 | 0.026313 | (0.120976) | 0.051804 | (0.107069) |
The accompanying notes are part of these condensed consolidated financial statements.
(Translation of condensed consolidated financial statements originally issued in Portuguese.
In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
| Net Profit / (Loss) for the period 25,332,084 (107,950,384) 48,726,087 (95,080,025) Items that maybe reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations (33,201) 947,571 (143,250) |
30 September 2013 |
|---|---|
| 954,811 | |
| Participation in other comprehensive income (net of tax) related to joint ventures and associated companies included in consolidation by (358,841) 662,666 609,907 the equity method (Note 5) |
(4,525,217) |
| Changes in hedge and fair value reserves 2,584,713 (546,189) 3,710,517 |
(220,217) |
| Deferred tax related to changes in fair value reserves (765,882) 146,228 (1,104,934) |
82,933 |
| Other comprehensive income for the period 1,426,789 1,210,275 3,072,240 |
(3,707,690) |
| Total comprehensive income for the period 26,758,873 (106,740,109) 51,798,327 (98,787,715) |
|
| Attributable to: | |
| Equity holders of parent company 25,159,056 (107,648,518) 49,753,714 (100,072,053) |
|
| Non controlling interests 1,599,817 908,409 2,044,613 |
1,284,338 |
The accompanying notes are part of these condensed consolidated financial statements.
| ibut able quit olde f Pa Attr to E y H rent Com rs o pan y |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| d Res R eta erve an s |
ined ning Ear s |
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| Sha re ital cap |
Ow n sha res |
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Cur renc y slat ion tran rese rve |
Hed ging rese rve |
Leg al re serv es in dan ac cor ce wit h ticle ar 342 CS º C |
Oth er re serv es and tain ed re ning ear s |
al Tot |
Net fit/ (Los s) Pro |
al Tot |
lling Non ntro ‐co inte rest s (No 5) te 1 |
al Tot ity equ |
|
| Bala at 1 Ja ry 2 013 nce as nua |
1,00 0,00 0,00 0 |
(32 0) 0,00 0,00 |
140 ,357 ,809 |
336 ,811 |
1,59 5,20 4 |
320 ,000 ,000 |
(39 0) 9,34 8,96 |
62,9 40,8 64 |
9,3 10,5 82 |
752 ,251 ,446 |
85, 691 ,823 |
837 ,943 ,269 |
| al for the iod Tot sive inco co mpr een me per |
‐ | ‐ | ‐ | 964 ,601 |
(14 8) 8,98 |
‐ | (4,5 17) 25,2 |
(3,7 04) 09,6 |
(96 ) ,362 ,449 |
(10 3) 0,07 2,05 |
1,28 4,33 8 |
(98 ) ,787 ,715 |
| of p rofi t of App riat ion 201 2: rop nsfe le gal and ined Tra ning to reta r rese rves ear s den ds di strib d Divi ute Oth er re serv es |
‐ ‐ ‐ |
‐ ‐ ‐ |
284 ,660 ‐ ‐ |
‐ ‐ ‐ |
‐ ‐ ‐ |
‐ ‐ ‐ |
9,02 5,92 2 (40, ) 000 ,000 (159 ) ,901 |
9,3 10,5 82 (40 ) ,000 ,000 (15 1) 9,90 |
(9,3 82) 10,5 ‐ ‐ |
‐ (40, ) 000 ,000 (159 ) ,901 |
‐ ‐ 865 ,549 |
‐ (40, ) 000 ,000 705 ,648 |
| Bala mbe at 3 Se 0 pte r 20 13 nce as |
1,00 0,00 0,00 0 |
(32 0) 0,00 0,00 |
140 ,642 ,469 |
1,30 1,41 2 |
1,44 6,21 6 |
320 ,000 ,000 |
(43 6) 5,00 8,15 |
28, 381 ,941 |
(96 ) ,362 ,449 |
612 ,019 ,492 |
87,8 41,7 10 |
699 ,861 ,202 |
| Bala at 1 ry 2 014 Ja nce as nua |
1,00 0,00 0,00 0 |
(32 0,00 0,00 0) |
140 ,642 ,469 |
628 ,573 |
(43 9,43 3) |
320 ,000 ,000 |
(43 4,56 4,80 5) |
26, 266 ,804 |
(84 ,265 ,323 ) |
622 ,001 ,481 |
84, 312 ,167 |
706 ,313 ,648 |
| al sive inco for the iod Tot co mpr een me per |
‐ | ‐ | ‐ | (85, 171 ) |
2,60 5,58 3 |
‐ | 609 ,907 |
3,1 30,3 19 |
46, 623 ,395 |
49, 753 ,714 |
2,04 4,61 3 |
51, 798 ,327 |
| App riat ion of p rofi t of 201 3: rop Tra nsfe le gal and ined ning to reta r rese rves ear s Divi den ds di strib d ute Oth ers |
‐ ‐ ‐ |
‐ ‐ ‐ |
595 ,347 ‐ ‐ |
‐ ‐ ‐ |
‐ ‐ ‐ |
‐ ‐ ‐ |
(84, 860 ,670 ) (40, 000 ,000 ) (160 ) ,374 |
(84 ,265 ,323 ) (40 ,000 ,000 ) (16 4) 0,37 |
84, 265 ,323 ‐ ‐ |
‐ (40, 000 ,000 ) (160 ) ,374 |
‐ ‐ (3,4 38) 33,8 |
‐ (40, 000 ,000 ) (3,5 12) 94,2 |
| Bala at 3 Se 0 mbe r 20 14 pte nce as |
1,00 0,00 0,00 0 |
(32 0) 0,00 0,00 |
141 ,237 ,816 |
543 ,402 |
2,16 6,15 0 |
320 ,000 ,000 |
(55 2) 8,97 5,94 |
(95 ) ,028 ,574 |
46, 623 ,395 |
631 ,594 ,821 |
82,9 22,9 42 |
714 ,517 ,763 |
Theaccompanying notes are part of these condensed consolidated financial statements.
(Translation of condensed consolidated financial statements originally issued in Portuguese.
In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
| Notes | 3rd Quarter 2014 | 3rd Quarter 2013 | 30 September 2014 | 30 September 2013 | |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES | |||||
| Net cash flow from operating activities (1) | 209,497,467 | 167,438,254 | 117,906,760 | 103,017,834 | |
| INVESTMENT ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Investments | 414,829 | 81,181 | 4,476,734 | 1,516,027 | |
| Tangible and intangible assets | 5,708,949 | 1,890,502 | 12,090,352 | 3,140,139 | |
| Interest and similar income | 238,833 | 285,293 | 870,786 | 1,399,054 | |
| Loans granted | 3,136,369 | 1,546,722 | 492,687,308 | 17,798,722 | |
| Dividends | ‐ | 281 | 166,727 | 106,613 | |
| 9,498,981 | 3,803,979 | 510,291,907 | 23,960,555 | ||
| Cash payments arising from: | |||||
| Investments | (5,850,140) | ‐ | (5,850,180) | ‐ | |
| Tangible and intangible assets | (39,031,137) | (52,270,946) | (124,383,280) | (126,853,714) | |
| Loans granted | (3,174,749) | (2,650,000) | (491,987,308) | (8,046,722) | |
| Others | ‐ | (69) | ‐ | (99) | |
| (48,056,026) | (54,921,015) | (622,220,768) | (134,900,535) | ||
| Net cash used in investment activities (2) | (38,557,045) | (51,117,036) | (111,928,861) | (110,939,980) | |
| FINANCING ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 1,452,183,000 | 822,342,000 | 2,728,186,329 | 2,638,834,126 | |
| Capital increases,shareholder's loans and share premiums | ‐ | 254,886 | ‐ | 254,886 | |
| 1,452,183,000 | 822,596,886 | 2,728,186,329 | 2,639,089,012 | ||
| Cash payments arising from: | |||||
| Loans obtained | (1,606,512,198) | (934,099,169) | (2,714,475,994) | (2,648,842,949) | |
| Interest and similar charges | (6,434,864) | (8,244,745) | (23,889,043) | (26,404,627) | |
| Dividends | (40,000,000) | (40,000,000) | (40,132,874) | (40,190,743) | |
| Others | (680,643) | (633,237) | (1,699,348) | (1,406,802) | |
| (1,653,627,705) | (982,977,151) | (2,780,197,259) | (2,716,845,121) | ||
| Net cash used in financing activities (3) | (201,444,704) | (160,380,265) | (52,010,930) | (77,756,109) | |
| Net increase/(decrease) in cash and cash equivalents (4) = (1) + (2) + (3) | (30,504,283) | (44,059,047) | (46,033,031) | (85,678,255) | |
| Effect of foreign exchange rate | 82,376 | (610,427) | 26,049 | (434,841) | |
| Cash and cash equivalents at the beginning of the period | 14 | 55,635,369 | 107,187,648 | 71,107,790 | 148,982,442 |
| Cash and cash equivalents at the end of the period | 14 | 25,048,710 | 63,739,028 | 25,048,710 | 63,739,028 |
The accompanying notes are part of these condensed consolidated financial statements.
(Amounts expressed in euro)
(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancies the Portuguese version prevails.)
Sonae Investimentos, SGPS, S.A., has its head‐office at Rua João Mendonça nº 529, 4464‐501 Senhora da Hora, Portugal, and is the parent company of a group of companies, as detailed in Notes 4 to 6 the Sonae Investimentos Group ("Sonae Investimentos"). Sonae Investimentos operations and operating segments are described in the management report and in Note 27.
The accounting policies adopted are consistent with those used in the preparation of the consolidated financial statements for the period ended as at 31 December 2013.
The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as at the consolidated financial statements issuance date.
Interim financial statements are presented quarterly, in accordance with IAS 34‐ "Interim Financial Reporting".
The accompanying condensed consolidated financial statements have been prepared from the books and accounting records of the Company and subsidiaries, adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.
Up to the financial statements approval date, the following Standards and Interpretations, some of which become effective in 2014, have been endorsed by the European Union:
| Effective Date (for financial | |
|---|---|
| With mandatory application from 1 January 2014: | years beginning on/after) |
| IFRS 10 ‐ (Consolidated Financial Statements) | 01 Jan 2014 |
|---|---|
| IFRS 11 ‐ (Joint arrangements) | 01 Jan 2014 |
| IFRS 12 ‐ (Disclosures of Interests in Other Entities) | 01 Jan 2014 |
| IAS 27 ‐ (Separate Financial Statements – revised in 2011) | 01 Jan 2014 |
| IAS 28 ‐ (Investments in Associates and Joint Ventures) | 01 Jan 2014 |
| Amendments to IFRS 10, IFRS 12 and IAS 27 (Investments Entities) | 01 Jan 2014 |
| IAS 32 ‐ Amendments (Offsetting Financial Assets and Financial Liabilities) | 01 Jan 2014 |
| Amendments to IAS 36 (Recoverable amount disclosures for Non‐Financial Assets) | 01 Jan 2014 |
| IFRIC 21 ‐ (Levies) | 01 Jan 2014 |
| Amendments to IAS 39 (Reformulation of Derivatives and continuation of Hedge Accounting) |
01 Jan 2014 |
There were no significant impacts in the financial statements resulting from the adoption of these standards, namely because the Group has amended the measurement of investments in jointly controlled entities by applying the equity method.
The following standards, interpretations, amendments and revisions were not endorsed by the European Union and have mandatory application is mandatory in future financial years:
With mandatory application from 1 January 2014 onwards:
Effective Date (for financial years beginning on/after)
| IFRS 9 ‐ (Financial instruments – classification and measurement) | 01 Jan 2018 |
|---|---|
| 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 |
| IFRS 10 and IAS 28 (Amendment) ‐ Sale or Contribution of Assets between an Investor and its Associate or Joint Venture |
01 Jan 2016 |
|---|---|
| IAS 27 (Amendment) ‐ Equity Method in Separate Financial Statements | 01 Jan 2016 |
| IFRS 14 – (Regulatory Deferral Accounts) | 01 Jan 2016 |
| IFRS 15 – (Revenues from Contracts with Customers ) | 01 Jan 2017 |
| IAS 19 (Amendment) – (Employee Benefits) | 01 Jul 2014 |
| Improvements of international financial reporting standards (2010‐2012 cycle, 2011‐ 2013 cycle and 2012‐2014 cycle) |
01 Jul 2014 |
The Group is to assess the impact of these changes and will apply these standards in the year in which they become effective.
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 2014 as disclosed in Note 2 and which didn't have any significant impacts on the financial statements as at 30 September 2014.
The subsidiaries included in the consolidated financial statements, its head offices and percentage of capital held as at 30 September 2014 and 31 December 2013 are as follows:
| 30 September 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| COMPANY | Head Office | Direct | Total* | Direct | Total* | |
| Sonae Investimentos, SGPS, SA | Matosinhos | Holding | Holding | Holding | Holding | |
| Arat Inmuebles, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Azulino Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| BB Food Service, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Bertimóvel ‐ Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Bom Momento ‐ Restauração, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Canasta ‐ Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Chão Verde ‐ Sociedade de Gestão Imobiliária, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Citorres ‐ Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Contibomba ‐ Comércio e Distribuição de Combustíveis, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Contimobe ‐ Imobiliária de Castelo de Paiva, SA |
a) | Castelo de Paiva | 100.00% | 100.00% | 100.00% | 100.00% | |
| Continente Hipermercados, SA | a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% | |
| Cumulativa ‐ Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Discovery Sports, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Farmácia Selecção, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fashion Division, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fashion Division Canárias, SL | a) | Tenerife (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fozimo ‐ Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | Fozmassimo ‐ Sociedade Imobiliária, SA | a) | Matosinhos | ‐ | ‐ | 100.00% | 100.00% |
| Fundo de Investimento Imobiliário Fechado Imosede |
a) | Maia | 57.82% | 57.82% | 54.55% | 54.55% | |
| Fundo de Investimento Imobiliário Fechado Imosonae Dois |
a) | Maia | 98.71% | 98.71% | 99.48% | 99.48% | |
| Igimo ‐ Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Iginha ‐ Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoconti ‐ Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoestrutura ‐ Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imomuro ‐ Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoresultado ‐ Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imosistema ‐ Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Infofield ‐ Informática, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Marcas MC, zRT | a) | Budapest (Hungary) |
100.00% | 100.00% | 100.00% | 100.00% | |
| MJLF ‐ Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modalfa ‐ Comércio e Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modalloop – Vestuário e Calçado, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo ‐ Distribuição de Materiais de Construção, SA |
b) | Maia | 50.00% | 50.00% | 50.00% | 50.00% |
| Modelo Continente Hipermercados, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Modelo Continente International Trade, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Hiper Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo.com ‐ Vendas p/Correspond., SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 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% | |
| Predicomercial ‐ Promoção Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Predilugar ‐ Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | ‐ | ‐ |
| SDSR – Sports Division SR, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Selifa ‐ Empreendimentos Imobiliários de Fafe, 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% | |
| Soflorin, BV | a) | Amesterdam (The 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% | |
| 2) | Sonae Financial Services, SA | a) | Maia | 100.00% | 100.00% | ‐ | ‐ |
| Sonae MC – Modelo Continente, SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonaecenter Serviços II, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonaegest‐ Sociedade Gestora de Fundos de Investimento, SA |
a) | Maia | 60.00% | 60.00% | 60.00% | 60.00% | |
| Sonaerp – Retail Properties, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| 3) | 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% | |
| 2) | Sonae SR Malta Holding Limited | a) | Malta | 100.00% | 100.00% | ‐ | ‐ |
| Sonae Retalho España ‐ Servicios Generales, SA |
a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| SIAL Participações, Ltda | a) | São Paulo (Brazil) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sondis Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonvecap, BV | a) | Amesterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
| SONAE | INVESTIMENTOS, | SGPS, SA |
||||
|---|---|---|---|---|---|---|
| Sport Zone Canarias , SL | a) | Tenerife (Spain) | 51.00% | 51.00% | 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 Malz.Per.Satis Ith.Ve Tic Ltd Sti |
a) | Istanbul (Turkey) | 100.00% | 100.00% | 100.00% | 100.00% |
| Têxtil do Marco, SA | a) | Marco de Canaveses |
92.76% | 92.76% | 92.76% | 92.76% |
| Tlantic, BV | a) | Amesterdam (The Netherlands) |
77.66% | 77.66% | 77.66% | 77.66% |
| Tlantic Portugal ‐ Sistemas de Informação, SA |
a) | Matosinhos | 77.66% | 77.66% | 77.66% | 77.66% |
| Tlantic Sistemas de Informação, Ltda | a) | Porto Alegre (Brazil) |
77.66% | 77.66% | 77.66% | 77.66% |
| Valor N, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Worten Canarias , SL | a) | Tenerife (Spain) | 51.00% | 51.00% | 51.00% | 51.00% |
| Worten – Equipamento para o Lar, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Worten España Distribución, SL | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Zippy – Comércio e Distribuição, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Zippy ‐ Comércio Y Distribución, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Zippy Cocuk Malz.Dag.Ith.Ve Tic Ltd.Sti | a) | Istanbul (Turkey) | 100.00% | 100.00% | 100.00% | 100.00% |
| ZYEvolution‐ Investig.e Desenvolvimento, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
*the percentage of ownership total represents the total direct and indirect percentage on the share capital held by the Group.
a) Control held by majority of voting rights;
b) Control held by management control.
1) Company sold during the period;
2) Company created during the period;
3) Ex SDSR2‐ Sports Division 2, SA.
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 by Sonae as at 30 September 2014 and 31 December 2013 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 September 2014 | 31 December 2013 | Statment of financial position | |||||
| Company | Head Office | Direct | Total* | Direct | Total* | 30 September 2014 | 31 December 2013 |
| Raso SGPS, SA (consolidated) | Lisbon | 50.00% | 50.00% | 50.00% | 50.00% | ‐ | 10,150,202 |
| Investments in joint ventures | ‐ | 10,150,202 | |||||
| MDS SGPS, SA (consolidated) | Maia | 46.92% | 46.92% | 46.92% | 46.92% | 39,398,633 | 40,746,920 |
| 1) Mundo Vip | Lisbon | ‐ | ‐ | 33.34% | 33.34% | ‐ | ‐ |
| Sempre a Postos ‐ Produtos Alimentares e Utilidades, Lda |
Lisbon | 25.00% | 25.00% | 25.00% | 25.00% | 1,121,323 | 899,945 |
| APOR‐ Agência para a Modernização do Porto, SA |
Porto | 22.75% | 22.75% | ‐ | ‐ | 300,000 | ‐ |
| Investments in associated companies | 40,819,956 | 41,646,865 | |||||
| Total | 40,819,956 | 51,797,067 |
* the percentage of ownership total represents the total direct and indirect percentage on the share capital held by the Group.
1) Company liquidated in 2013.
Participation in the Group Raso SGPS SA is registered by zero, since it includes an impairment loss of 10 million euros.
Jointly controlled companies and associated companies were included in the consolidated financial statements by the equity method.
During the periods ended at 30 September 2014 and 2013, movements of Investments in jointly controlled companies and associated companies are made up as follows:
| 30 September 2014 | 30 September 2013 | ||||||
|---|---|---|---|---|---|---|---|
| Proportion on equity |
Goodwill | Total investment |
Proportion on equity |
Goodwill | Total investment |
||
| Joint ventures and associated companies | |||||||
| Initial balance as at January,1 | 9,066,357 | 42,730,710 | 51,797,067 | 17,400,725 | 44,520,464 | 61,921,189 | |
| Acquisitions during the period | 300,000 | ‐ | 300,000 | ‐ | ‐ | ‐ | |
| Equity method: | |||||||
| Effect in gain or losses in joint controlled and associated companies |
(1,776,985) | ‐ | (1,776,985) | (1,797,846) | ‐ | (1,797,846) | |
| Distributed dividends | (16,446) | ‐ | (16,446) | (14,332) | ‐ | (14,332) | |
| Other effects on reserves | 609,907 | ‐ | 609,907 | (4,525,217) | ‐ | (4,525,217) | |
| 8,182,833 | 42,730,710 | 50,913,543 | 11,063,330 | 44,520,464 | 55,583,794 | ||
| Accumulated impairment losses (Note 22) | ‐ | (10,093,588) | (10,093,588) | 688,417 | (1,789,754) | (1,101,337) | |
| 8,182,833 | 32,637,123 | 40,819,956 | 11,751,747 | 42,730,710 | 54,482,457 |
The aggregated values of main financial indicators of jointly controlled companies and associated companies can be summarized as follows:
| 30 September 2014 | 30 September 2013 | ||||||
|---|---|---|---|---|---|---|---|
| Income | Expenses | Profit/ (Loss) | Income | Expenses | Profit/ (Loss) | ||
| Traveling | 31,369,109 | 31,498,763 | (129,653) | 31,900,629 | 31,959,475 | (58,846) | |
| Insurance | 31,903,417 | 34,831,086 | (2,927,668) | 33,236,871 | 36,127,062 | (2,890,191) | |
| Others | 40,566,424 | 39,615,132 | 951,292 | 43,615,892 | 43,620,217 | (4,325) | |
| TOTAL | 103,838,950 | 105,944,980 | (2,106,030) | 108,753,392 | 111,706,754 | (2,953,362) | |
| 30 September 2014 | 31 December 2013 | ||||||
| Assets | Liabilities | Equity | Assets | Liabilities | Equity | ||
| Traveling | 72,804,723 | 44,229,897 | 28,574,826 | 67,413,721 | 38,709,241 | 28,704,479 | |
| Insurance | 102,882,148 | 78,388,718 | 24,493,430 | 100,288,792 | 73,867,578 | 26,421,214 | |
| Others | 11,279,731 | 6,794,441 | 4,485,289 | 12,140,682 | 11,125,907 | 1,014,775 |
TOTAL 186,966,602 129,413,056 57,553,545 179,843,195 123,702,727 56,140,468
Other non‐current investments, their head offices, proportion of capital held and their book value as at 30 September 2014 and 31 December 2013 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 September 2014 | 31 December 2013 | Statment of financial position | |||||
| Company | Head Office | Direct | Total* | Direct | Total* | 30 September 2014 | 31 December 2013 |
| 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 | 748,197 |
| Solferias‐ Operadores Turísticos, SA | Lisbon | 11.11% | 11.11% | ‐ | ‐ | 133,162 | ‐ |
| MOVVO, SA | Porto | 9.09% | 9.09% | ‐ | ‐ | 400,000 | ‐ |
| Other investments | 10,130,538 | 12,643,064 | |||||
| 11,571,873 | 13,401,237 |
* the percentage of ownership total represents the total direct and indirect percentage on the share capital held by the Group.
Under the caption other non‐current investments there is an amount of 10,000,127 euro (12,512,681 euro as at 31 December 2013) related to amounts on an Escrow Account invested in superior rating funds and guarantees contractual liabilities assumed by Sonae Investimentos in the disposal of Sonae Distribuição Brasil, S.A. and for which provisions were recorded in the applicable situations (Note 22).
Although in accordance with the deadlines contractually established, the Escrow Account should have already been released by the buyer. That didn't happen as there are some points of disagreement on the use of the Escrow Account, namely as to whether or not, to retain the Escrow Account for ongoing fiscal procedures that have not yet been decided (Note 23). It is the understanding of the Board of Directors, based on legal opinions of Brazilian and Portuguese lawyers that the reason attends to Sonae Investimentos.
All investments are recorded at acquisition cost less impairment losses, given the fact that these are investments in unlisted shares and whose fair value was not estimated because is not reliable.
During the periods ended as at 30 September 2014 and 2013 movements in other non‐current investments are made up as follows:
| 30 September 2014 | 30 September 2013 | |
|---|---|---|
| Investments in other companies | ||
| Opening balance as at 1 January | 13,401,237 | 34,605,498 |
| Acquisitions in the period | 550,029 | ‐ |
| Increase/(Decrease) in fair value | (2,512,555) | (21,203,801) |
| Transfers (Note 13) | 133,162 | ‐ |
| Closing balance as at 30 September | 11,571,873 | 13,401,697 |
| Accumulated impairment losses | ‐ | ‐ |
| 11,571,873 | 13,401,697 | |
In January 2014, the Group sold its subsidiary Fozmassimo ‐ Real Estate Company SA to an external entity. The impact on the financial statements can be analyzed as follows:
| On the date of | 31 December | |
|---|---|---|
| disposal | 2013 | |
| Net assets | ||
| Tangible and intangible assets (Note 8 and 9) | 2,777,380 | 2,777,380 |
| Other assets | 23,820 | 23,820 |
| Cash and cash equivalents | 14,771 | 14,771 |
| Deferred tax liabilities | (77,521) | (77,521) |
| Other liabilities | (62,509) | (62,509) |
| 2,675,941 | 2,675,941 | |
| Profit in disposal | 297,373 | |
| Consideration received | 2,973,313 | |
| Effective cash payment received | 2,973,313 | |
| 2,973,313 | ||
| Net cash‐flow arising from disposal | ||
| Effective cash payment received | 2,973,313 | |
| Cash and cash equivalents disposed | (14,771) | |
| 2,958,542 | ||
| On the date of | 30 September | |
| disposal | 2013 | |
| Sales | 200,406 | 149,467 |
| Other income | 2,329 | 453 |
| Other expenses | (109,011) | (83,016) |
| Net financial expenses | 61,418 | 45,509 |
| Profit/(Loss) before taxation | 155,142 | 112,413 |
| Profit/(Loss) before taxation | (35,122) | (29,789) |
| Profit/(Loss) after taxation | 120,020 | 82,624 |
During the nine months period ended at 30 September 2014 and 2013, movements in Tangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| Tangible assets | |||||
|---|---|---|---|---|---|
| Tangible | Total | ||||
| Land and | Plant and | assets | tangible | ||
| buildings | machinery | Others | in progress | assets | |
| Gross assets: | |||||
| Opening balance as at 1 January 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 (Note 7) | (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 (Note 7) | (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 |
| Tangible assets | |||||
|---|---|---|---|---|---|
| Tangible | Total | ||||
| Land and | Plant and | assets | tangible | ||
| buildings | machinery | Others | in progress | assets | |
| Gross assets: | |||||
| Opening balance as at 1 January 2013 | 1,653,111,333 | 1,194,405,982 | 164,829,261 | 31,807,125 | 3,044,153,701 |
| Acquisitions | 1,190,563 | 896,137 | 138,156 | 74,068,739 | 76,293,595 |
| Disposals | (2,023,694) | (24,700,250) | (6,683,767) | (764,887) | (34,172,598) |
| Exchange rate effect | ‐ | (128,423) | (152,996) | ‐ | (281,419) |
| Transfers | 2,989,600 | 56,754,545 | 6,662,937 | (69,959,291) | (3,552,209) |
| Closing balance as at 30 September 2013 | 1,655,267,802 | 1,227,227,991 | 164,793,591 | 35,151,686 | 3,082,441,070 |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2013 | 282,468,140 | 606,760,985 | 129,139,719 | ‐ | 1,018,368,844 |
| Depreciation of the period | 20,024,110 | 87,070,066 | 10,407,007 | ‐ | 117,501,183 |
| Impairment losses for the period | 96,800,000 | 27,100,000 | ‐ | ‐ | 123,900,000 |
| Disposals | (114,069) | (23,479,001) | (6,595,773) | ‐ | (30,188,843) |
| Exchange rate effect | ‐ | (90,386) | (71,698) | ‐ | (162,084) |
| Transfers | (427,872) | (794,249) | (1,419,801) | ‐ | (2,641,922) |
| Closing balance as at 30 September 2013 | 398,750,309 | 696,567,415 | 131,459,454 | ‐ | 1,226,777,178 |
| Carrying amount as at 30 September 2013 | 1,256,517,493 | 530,660,576 | 33,334,137 | 35,151,686 | 1,855,663,892 |
The caption "Impairment losses of the period" in 2013, includes the impairment losses recorded for real estate assets supported by external evaluations as well as the estimated loss in the stores equipment operating under the brand Worten, in Spain, resulting from the implementation of the new store concept.
The most significant values included in the caption "Tangible assets in progress" refer to the following projects:
| 30 September 2014 | 30 September 2013 | |
|---|---|---|
| Refurbishment and expansion of stores located in Portugal | 17,533,331 | 25,953,397 |
| Refurbishment and expansion of stores located in Spain | 639,546 | 180,484 |
| Projects of stores for which advance payments were made | 8,879,900 | 8,782,400 |
| Others | 356,992 | 235,405 |
| 27,409,769 | 35,151,686 |
During the nine months period ended at 30 September 2014 and 2013, movements in Intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| Intangible assets | |||||
|---|---|---|---|---|---|
| Patents | Intangible | Total | |||
| and other | assets | intangible | |||
| similar rights | Others | in progress | assets | ||
| Gross assets | |||||
| Opening balance as at 1 January 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 (Note 7) | (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 of subsidiaries (Note 7) | ‐ | ‐ | ‐ | ‐ | |
| 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 | |
| Intangible assets | ||||
|---|---|---|---|---|
| Patents | Intangible | Total | ||
| and other | assets | intangible | ||
| similar rights | Others | in progress | assets | |
| Gross assets | ||||
| Opening balance as at 1 January 2013 | 102,405,406 | 183,726,252 | 21,301,926 | 307,433,584 |
| Acquisitions | 57,948 | 1,214 | 23,712,559 | 23,771,721 |
| Disposals | (94,688) | (170,852) | (259,306) | (524,846) |
| Exchange rate effect | (41,317) | (76,036) | ‐ | (117,353) |
| Transfers | 413,686 | 13,966,632 | (14,516,046) | (135,728) |
| Closing balance as at 30 September 2013 | 102,741,035 | 197,447,210 | 30,239,133 | 330,427,378 |
| Accumulated depreciation | ||||
| and impairment losses | ||||
| Opening balance as at 1 January 2013 | 22,254,148 | 130,556,813 | ‐ | 152,810,961 |
| Depreciation of the period | 2,028,406 | 12,548,866 | ‐ | 14,577,272 |
| Disposals | (94,688) | (170,852) | ‐ | (265,540) |
| Exchange rate effect | (22,991) | (37,844) | ‐ | (60,835) |
| Transfers | (14,339) | (2,578) | ‐ | (16,917) |
| Closing balance as at 30 September 2013 | 24,150,536 | 142,894,405 | ‐ | 167,044,941 |
| Carrying amount as at 30 September 2013 | 78,590,499 | 54,552,805 | 30,239,133 | 163,382,437 |
The value of "Intangible assets in progress" relates mainly to IT projects and computer software development.
Additionally, this heading also includes the fair value attributed to a group of brands with indefinite useful lives, among which the "Continente" brand, 75,000,000 euro (the same amount as at 2013).
As at 30 September 2014 and 2013, this caption is made up as follows:
| 30 September 2014 | 30 September 2013 | |
|---|---|---|
| Other investments: | ||
| Opening balance as at 1 January | 6,106 | 862,387 |
| Increases in the period | 17 | 98 |
| Decreases in the period | ‐ | (856,438) |
| Closing balance as at 30 September | 6,123 | 6,047 |
| Accumulated impairment losses | ‐ | ‐ |
| 6,123 | 6,047 | |
| Derivative financial instruments | ||
| Fair value as at 1 January | 35,999 | 30,341 |
| Acquisitions in the period | 4,678,300 | ‐ |
| Increase/(Decrease) in fair value | 327,986 | 128,472 |
| Fair value as at 30 September(Note 18) | 5,042,285 | 158,813 |
| Total of Other Investments | 5,048,408 | 164,860 |
As at 30 September 2014 and 31 December 2013, "Other non‐current assets" are detailed as follows:
| 30 September 2014 | 31 December 2013 | |
|---|---|---|
| Loans granted to related parties | 9,014,061 | 8,665,429 |
| Trade accounts receivable and other debtors | ||
| Bails (a) | 5,174,282 | 5,725,333 |
| Legal deposits (b) | 860,050 | 818,011 |
| Recognition of the value to be received Wall Mart ( c) | 8,305,522 | 7,858,057 |
| Amount receivable for selling the Modelo Cont.Seguros | 2,450,000 | 2,423,530 |
| 25,803,915 | 25,490,360 | |
| Accumulated impairment losses in other debtors (Note 22) | (2,450,000) | (2,423,530) |
| 23,353,915 | 23,066,830 | |
| Other non‐current assets | 4,202 | 36,909 |
| 23,358,117 | 23,103,739 |
"Loans granted to associated companies" refer to MDS SGPS, SA 9,014,061 euro (8,665,429 euro as at 31 December 2013). 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:
It is the understanding of the Board of Directors and the Group attorneys that the amount paid will be recovered. The company has already started the legal proceedings against Carrefour Comércio e Indústria, Ltda. to recover the above mentioned amount. It's the Board of Directors and the Group attorneys understanding that the amount is recoverable, since Carrefour has never proved the existence of the costs that it claims and which validate the usage of the above mentioned warranty, or through the warranty expiration date (according with Brazilian law).
According to Group attorneys, the amount improperly received by Carrefour for which a reimbursement will be requested (25,340,145.80 Brazilian real), will earn interests at the SELIC rate, and it is expected that the legal process will last up to 7 years, since its beginning in 2011.
As at 30 September 2014 and 31 December 2013, "Trade accounts receivable and other current assets" are made up as follows:
| 30 September 2014 | 31 December 2013 | |
|---|---|---|
| Trade accounts receivable | 55,048,014 | 46,174,574 |
| Taxes recoverable | 63,222,862 | 63,196,961 |
| Granted loans to related companies | 7,750,000 | 8,802,720 |
| Other accounts receivable from related companies | 24,313,406 | ‐ |
| Other debtors | ||
| Trade suppliers ‐ debtor balances | 50,038,933 | 34,253,806 |
| Special regime for settlement of tax and social security debts | 22,327,147 | 22,327,147 |
| Deposit in favour of Cosec | ‐ | 11,798,127 |
| VAT recoverable on real estate assets | 1,321,069 | 2,905,723 |
| Accounts receivable from the disposal of tangible fixed assets | 125,796 | 194,142 |
| Other debtors | 20,644,298 | 24,326,595 |
| 94,457,243 | 95,805,540 | |
| Other current assets | ||
| Commercial discounts | 95,776,616 | 30,436,429 |
| Interests to be received | 1,789,723 | 1,585,231 |
| Commissions to be received | 1,649,202 | 2,627,215 |
| Prepayments ‐ Rents | 5,935,246 | 6,019,706 |
| Condominiums management fee's | 813,786 | 1,461,240 |
| Insurance premiums paid in advance | 9,508,648 | 5,778,700 |
| Insurance indemnities | 1,529,700 | 2,430,736 |
| Software licenses | 2,608,300 | 1,725,531 |
| Other current assets | 8,094,662 | 6,848,095 |
| 127,705,883 | 58,912,883 | |
| Accumulated impairment losses (Note 22) | (17,071,766) | (17,025,625) |
| 355,425,642 | 255,867,053 |
Deferred tax assets and liabilities as at 30 September 2014 and 31 December 2013 are as follows, taking into consideration its temporary differences:
| Deferred tax assets | Deferred tax liabilities | ||||
|---|---|---|---|---|---|
| 30 September 2014 | 31 December 2013 | 30 September 2014 | 31 December 2013 | ||
| Difference between fair value and acquisition cost | 5,896,033 | 5,911,741 | 20,970,515 | 21,229,003 | |
| Temporary differences on tangible and intangible assets | 1,803,958 | 1,371,758 | 69,613,166 | 65,095,329 | |
| Provisions and impairment losses not accepted for tax purposes | 33,236,416 | 37,206,940 | ‐ | ‐ | |
| Write off of tangible and intangible assets | 483,303 | 1,661,602 | ‐ | ‐ | |
| Valuation of hedging derivatives | 178,712 | 210,756 | 1,151,989 | 60,252 | |
| Amortisation of goodwill for tax purposes | ‐ | ‐ | 26,175,060 | 25,128,058 | |
| Revaluation of tangible assets | ‐ | ‐ | 1,434,933 | 1,534,310 | |
| Tax losses carried forward | 69,284,599 | 61,353,838 | ‐ | ‐ | |
| Reinvested capital gains/(losses) | ‐ | ‐ | 1,413,631 | 1,512,257 | |
| Tax benefits | 3,239,761 | 3,204,661 | ‐ | ‐ | |
| Others | 5,628,840 | 6,490,837 | 5,929,747 | 2,378,710 | |
| 119,751,622 | 117,412,133 | 126,689,041 | 116,937,919 |
As at 30 September 2014 and 31 December 2013, and in accordance with tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| 30 September 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax Time limit assets |
Tax losses carried forward |
Deferred tax assets | Time limit | ||
| With limited time use | ||||||
| Generated in 2008 | 1,218,630 | 280,285 | 2014 | 1,219,236 | 280,424 | 2014 |
| Generated in 2009 | ‐ | ‐ | 2015 | 2,739 | 630 | 2015 |
| Generated in 2010 | ‐ | ‐ | 2014 | 99,670 | 22,924 | 2014 |
| Generated in 2011 | 65,786 | 15,131 | 2015 | 271,308 | 62,401 | 2015 |
| Generated in 2012 | ‐ | ‐ | 2017 | 87,055 | 20,023 | 2017 |
| Generated in 2013 | ‐ | ‐ | 2018 | ‐ | ‐ | |
| Generated in 2014 | ‐ | ‐ | 2026 | ‐ | ‐ | |
| 1,284,416 | 295,416 | 1,680,008 | 386,402 | |||
| With a time limit different from the above mentioned (a) |
229,963,945 | 68,989,183 | 203,224,787 | 60,967,436 | ||
| 231,248,361 | 69,284,599 | 204,904,795 | 61,353,838 |
(a) Includes, as at 30 September 2014, approximately 68 million euro (60 million euro as at 31 December 2013) related to deferred tax assets for which the carry forward period count hasn´t started.
As at 30 September 2014 and 31 December 2013, deferred tax assets resulting from tax losses were assessed and only recognized to the extent it was probable that sufficient taxable profits will be available in the future against which the deferred tax assets can be used, or when taxable temporary differences are recognized by the same entity and expected to reverse in the same period. This assessment was based on business plans of Sonae Investimentos companies, which are periodically reviewed and updated, and on identified and available tax planning opportunities.
As at 30 September 2014, there were tax losses carried forward, amounting to 187.6 million euro (175.9 million euro as at 31 December 2013) for which no deferred tax assets were recognized due to uncertainties of their future use. These may be summarised as follows:
| 30 September 2014 | 31 December 2013 | ||||||
|---|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax credit | Time limit | Tax losses carried forward |
Deferred tax credit | Time limit | ||
| With limited time use | |||||||
| Generated in 2008 | 1,690,827 | 388,890 | 2014 | 2,017,121 | 463,938 | 2014 | |
| Generated in 2009 | 4,984,738 | 1,146,490 | 2015 | 4,531,833 | 1,042,321 | 2015 | |
| Generated in 2010 | 5,386,906 | 1,238,988 | 2014 | 5,386,907 | 1,238,989 | 2014 | |
| Generated in 2011 | 4,292,265 | 987,221 | 2015 | 4,292,265 | 987,221 | 2015 | |
| Generated in 2012 | 3,495,558 | 803,978 | 2017 | 3,495,558 | 803,978 | 2017 | |
| Generated in 2013 | 809,338 | 186,148 | 2018 | 98,018 | 22,544 | 2018 | |
| Generated in 2014 | ‐ | ‐ | 2026 | ‐ | ‐ | ||
| 20,659,632 | 4,751,715 | 19,821,702 | 4,558,991 | ||||
| Without limited time use | 14,513,507 | 4,934,592 | 12,858,928 | 4,372,036 | |||
| With a time limit different from the above mentioned |
152,473,030 | 45,739,559 | 143,265,248 | 42,977,312 | |||
| 187,646,169 | 55,425,866 | 175,945,878 | 51,908,339 |
As at 30 September 2014 and 31 December 2013 "Cash and cash equivalents" can be detailed as follows:
| 30 September 2014 | 31 December 2013 | |
|---|---|---|
| Cash at hand | 7,317,138 | 7,497,968 |
| Bank deposits | 57,765,349 | 64,012,364 |
| Cash and cash equivalents on the statement of financial position | 65,082,487 | 71,510,332 |
| Bank overdrafts (Note 17) | (40,033,777) | (402,542) |
| Cash and cash equivalents on the statement of cash flows | 25,048,710 | 71,107,790 |
Bank overdrafts, are disclosed in the statement of financial position under Current bank loans.
As at 30 September 2014, 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 2014, the subscribed share capital was held as follows:
| Entity | % |
|---|---|
| Sonae, SGPS, S.A. | 76.856% |
| Sonae Investments, BV | 13.142% |
| Sonae MC – Modelo Continente, SGPS, S.A. | 10.000% |
| Libra Serviços, Lda | 0.002% |
As at 30 September 2014, Efanor Investimentos S.G.P.S., S.A. and its subsidiaries held 52.48% of the share capital of Sonae, SGPS, S.A.
Movements in "Non‐controlling interests" during the periods ended as at 30 September 2014 and 31 December 2013 are as follows:
| 30 September 2014 | 31 December 2013 | |
|---|---|---|
| Opening balance as at 1 January | 84,312,167 | 85,691,823 |
| Dividends | (132,874) | (190,744) |
| Income distribution from investment funds | ‐ | (4,620,415) |
| Increased shareholding by acquisitions/ alienations of units in investments funds |
(3,433,088) | 1,209,335 |
| Others | 74,045 | 388,607 |
| Profit for the period attributable to non‐controlling interests | 2,102,692 | 1,833,561 |
| Closing balance as at 30 September | 82,922,942 | 84,312,167 |
| 30 September 2014 | 31 December 2013 | |||
|---|---|---|---|---|
| Outstanding amount | Outstanding amount | |||
| Current | Non Current | Current | Non Current | |
| Bank loans | ||||
| Sonae Investimentos, SGPS, S.A. ‐ commercial paper | 65,000,000 | 70,000,000 | 32,500,000 | 65,000,000 |
| Subsidiary of Sonae Investimentos 2011/2016 | 20,000,000 | 35,000,000 | 20,000,000 | 45,000,000 |
| Others | 2,356,095 | 2,794,352 | 3,936,459 | 4,979,752 |
| 87,356,095 | 107,794,352 | 56,436,459 | 114,979,752 | |
| Bank overdrafts (Note 14) | 40,033,777 | ‐ | 402,542 | ‐ |
| Up‐front fees beared with the issuance of loans | (58,888) | (153,109) | (64,637) | (285,174) |
| Bank loans | 127,330,984 | 107,641,243 | 56,774,364 | 114,694,578 |
| Bonds | ||||
| Bonds Sonae SGPS / 2007 / 2015 | 200,000,000 | ‐ | ‐ | 200,000,000 |
| Bonds Sonae Investimentos / 2007 / 2015 | 155,000,000 | ‐ | ‐ | 155,000,000 |
| Bonds Sonae Investimentos/ 2009/ 2014 | ‐ | ‐ | 10,000,000 | ‐ |
| Bonds Sonae Investimentos/ 2012/ 2017 | ‐ | 170,000,000 | ‐ | 170,000,000 |
| Bonds Sonae Investimentos / 2013/ 2018 | ‐ | 50,000,000 | ‐ | 50,000,000 |
| Bonds Sonae Investimentos/ 2013‐ Eur 75M Floating R.Notes‐ 2018 | ‐ | 75,000,000 | ‐ | 75,000,000 |
| Up‐front fees beared with the issuance of loans | (294,634) | (2,538,808) | (9,878) | (3,692,137) |
| Bonds | 354,705,366 | 292,461,192 | 9,990,122 | 646,307,863 |
| Other loans | 23,263 | 36,910 | 33,466 | 53,936 |
| Derivative instruments (Note 18) | 598,197 | ‐ | 1,415,143 | ‐ |
| Other loans | 621,460 | 36,910 | 1,448,609 | 53,936 |
| Obligations under finance leases | 3,144,880 | 5,371,988 | 4,185,507 | 7,630,324 |
| 485,802,690 | 405,511,333 | 72,398,602 | 768,686,701 |
At 30 September 2014, Sonae Investimentos has agreed lines of credit and commercial paper amounting to 703 million euro, of which 220 million euro with firm commitments with maturity not exceeding one year and 383 million euro with firm commitments with maturity over 1 year.
Under the above mentioned lines of credit and commercial paper programs with firm commitments, the Group has 443 million euro credit facilities available to meet its liquidity requirements.
The average interest rate at 30 September 2014 of bonds and loans was 2.65% (2.83% on 31 December 2013). These bonds and bank loans bear interests at variable interest rates indexed to Euribor.
The derivative instruments are recorded at fair value (Note 18).
The repayment schedule of the nominal value of borrowings (including bank loans and obligations under finance leases) is summarized as follows:
| 30 September 2014 31 December 2013 | ||
|---|---|---|
| N+1 | 485,558,015 | 71,057,974 |
| N+2 | 73,695,159 | 418,773,255 |
| N+3 | 136,735,347 | 130,598,965 |
| N+4 | 71,474,893 | 96,377,254 |
| N+5 | 125,565,813 | 125,975,817 |
| After N+5 | 732,038 | 938,721 |
| 893,761,265 | 843,721,986 |
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 2014, 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 2014 | 31 December 2013 | |
|---|---|---|
| Assets (Note 10) | 5,042,285 | 35,999 |
| Liabilities (Note 17) | (598,197) | (1,415,143) |
| 4,444,088 | (1,379,144) |
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 2014, the Group had no financial instrument derivative on the interest rate.
As at 30 September 2014 and 31 December 2013, the caption "Other non‐current liabilities" was made up as follows:
| 30 September 2014 | 31 December 2013 | |
|---|---|---|
| Shareholders loans | 404,680,473 | 404,677,144 |
| Fixed assets suppliers | 1,050,000 | 1,087,500 |
| Other non‐current liabilities | 2,366,774 | 2,329,078 |
| Share based payments (Note 20) | 3,640,106 | 4,529,203 |
| Deferred of revenue from the sale of warranties extention | 37,760,368 | 25,679,570 |
| Accruals and deferrals | 2,947,945 | 6,406,397 |
| Other non‐current liabilities | 452,445,667 | 444,708,892 |
The caption "Shareholders loans" includes:
‐a subordinate bond loan, with a fixed interest rate, repayable after 10 years issued by Sonae Investimentos, SGPS, SA fully subscribed. This loan was fully subscribed and paid for by Sonae SGPS, SA on 28 December 2010, amounting to 400 million euro corresponding to 8,000 bonds with a nominal value of 50,000 euro each. The fair value of this loan on 30 September 2014 is 42,135 euro (41,495 euro as at 31 December 2013) per obligation having been determined based on discounted cash flows method;
-an amount payable to participating companies related to a shareholders' loan granted by a minority shareholder to a subsidiary that bears interest at usual market rate. The fair value of this loan is similar to its book value, with no defined maturity.
As at 30 September 2014, the caption "Other non‐current liabilities" includes 699,675 euro (661,980 euro as at 31 December 2013) mainly refers to the estimated amounts to fulfil the legal and tax obligations of a Brazilian subsidiary which were considered appropriate to face up to future losses on lawsuits and for which legal deposits exist, which are recorded under the caption "Other non‐current assets" (Note 11).
In 2014 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 2014 and 31 December 2013 are made up as follows:
| Grant | Vesting | Number of | Number of shares | Fair Value | |||
|---|---|---|---|---|---|---|---|
| year | year | participants | 30 September 2014 | 31 December 2013 | 30 September 2014 | 31 December 2013 | |
| Shares | |||||||
| 2011 | 2014 | ‐ | ‐ | 3,147,700 | ‐ | 3,301,937 | |
| 2012 | 2015 | 67 | 5,698,792 | 5,062,780 | 7,623,300 | 5,310,856 | |
| 2013 | 2016 | 71 | 3,817,765 | 2,631,763 | 4,699,811 | 2,760,720 | |
| 2014 | 2017 | 62 | 2,298,750 | ‐ | 2,735,692 | ‐ | |
| Total | 11,815,307 | 10,842,243 | 15,058,803 | 11,373,513 |
As at 30 September 2014 and 31 December 2013 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 2014 | 31 December 2013 | |
|---|---|---|
| Staff costs | 5,347,766 | 5,255,333 |
| Recorded in previous years | 5,441,515 | 2,645,955 |
| 10,789,281 | 7,901,288 | |
| Other non‐current liabilities (Note 19) | 3,640,106 | 4,529,203 |
| Other current liabilities (Note 21) | 7,149,175 | 3,372,085 |
| 10,789,281 | 7,901,288 |
The share based payment plan costs are recognized during the years between the grant and vesting date as staff costs.
As at 30 September 2014 and 31 December 2013 the caption "Trade creditors and other current liabilities" can be detailed as follows:
| 30 September 2014 | 31 December 2013 | |
|---|---|---|
| Trade creditors | 1,045,184,456 | 1,143,639,351 |
| Taxes payable | 61,805,033 | 49,720,914 |
| Other creditors | ||
| Tangible asset suppliers | 31,111,264 | 36,876,535 |
| Related undertakings | 19,768,838 | 84,704 |
| Other debts | 47,885,772 | 53,899,298 |
| 98,765,874 | 90,860,537 | |
| Other current liabilities | ||
| Holiday pay and bonuses | 113,776,958 | 93,231,418 |
| Interest payable | 30,996,795 | 3,645,639 |
| Marketing expenses | 9,868,967 | 16,922,857 |
| Other external supplies and services | 49,641,210 | 44,092,252 |
| Accrued income ‐ rents | 6,484,255 | 4,165,598 |
| Real Estate Municipality tax | 2,813,834 | 2,507,148 |
| Deferred of revenue from the sale of warranties extention | 1,536,368 | 3,532,918 |
| Share based payments (Note 20) | 7,149,175 | 3,372,085 |
| Others | 3,988,670 | 6,989,005 |
| 226,256,232 | 178,458,919 | |
| 1,432,011,595 | 1,462,679,721 |
The caption "Other debts" includes:
‐ 26,341,678 euro (24,881,013 euro as at 31 December 2013), of attributed discounts not yet redeemed related to loyalty card "Cartão Cliente";
‐ 10,668,624 euro (13,229,762 euro as at 31 December 2013) related to means of payments owned by clients as vouchers, gift cards and discount tickets owned by clients; and
‐ 4,460,869 euro (4,320,249 euro as at 31 December 2013) 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 2014 and 2013, were as follows:
| Caption | Balance as at 1 January 2014 |
Increase | Decrease | Balance as at 30 September 2014 |
|---|---|---|---|---|
| Accumulated impairment losses on investments (Note 5) | 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 | 1,497,119 | ‐ | (18) | 1,497,101 |
| Accumulated impairment losses on other non current assets (Note 11) |
2,423,530 | 26,470 | ‐ | 2,450,000 |
| Accumulated impairment losses on trade accounts receivable and other debtors (Note 12) |
17,025,625 | 1,439,309 | (1,393,168) | 17,071,766 |
| Accumulated impairment losses on inventories | 32,642,082 | ‐ | (3,164,105) | 29,477,977 |
| Non current provisions | 29,588,227 | ‐ | (7,391,539) | 22,196,688 |
| Current provisions | 2,717,989 | ‐ | (4,250) | 2,713,739 |
| 241,316,111 | 11,559,367 | (20,044,103) | 232,831,375 |
| Caption | Balance as at 1 January 2013 |
Increase | Decrease | Balance as at 30 September 2013 |
|---|---|---|---|---|
| Accumulated impairment losses on investments (Note 5) | 1,101,337 | ‐ | ‐ | 1,101,337 |
| Accumulated impairment losses on intangible assets | 1,496,933 | 123,900,000 | ‐ | 125,396,933 |
| Accumulated impairment losses on other non current assets | 3,344,124 | 59,555 | ‐ | 3,403,679 |
| Accumulated impairment losses on trade accounts receivable and other debtors |
17,827,303 | 3,443,843 | (5,145,300) | 16,125,846 |
| Accumulated impairment losses on inventories | 43,160,752 | ‐ | (3,089,821) | 40,070,931 |
| Non current provisions | 46,471,233 | 10,000,000 | (25,173,636) | 31,297,597 |
| Current provisions | 2,228,330 | 15,800,000 | (700,000) | 17,328,330 |
| 115,630,012 | 153,203,398 | (34,108,757) | 234,724,653 |
The caption non‐current provisions includes 11,774,770 euro (13,470,170 euro as at 31 December 2013) relating to non‐current contingencies assumed by the company, when selling its subsidiary Sonae Distribuição Brasil, S.A. in 2005. This provision is being used as costs are incurred and its recorded taking into account the best estimate of costs to be incurred which results from a significant number of civil and labour lawsuits of reduced amount.
The caption non‐current provisions also includes the estimated liabilities incurred by the Group on the sale of warranty extension programs on products traded by the Specialized Retail operating segment in the amount of 8,269,338 euro (15,126,215 euro as at 31 December 2013). 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 2014 and 31 December 2013, the major "Contingent liabilities" were guarantees given, which can be detailed as follows:
| Garantees and sureties given | 30 September 2014 | 31 December 2013 | |
|---|---|---|---|
| on tax claims | 814,228,662 | 757,936,484 | |
| on judicial claims | 285,654 | 140,502 | |
| on municipal claims | 6,378,443 | 6,284,639 | |
| for proper agrement fulfillment | 15,169,130 | 15,880,490 | |
| other guarantees | 5,748,841 | 5,365,571 |
The main tax claims, for which bank guarantees or sureties were provided, can be detailed as follows:
‐ Retail operating segment subsidiaries of the Company, Sonae MC and Sonae SR, granted guarantees or sureties in favour of the Portuguese Tax Administration, associated with tax claims for additional VAT payment amounting to 435.4 million euro (375 million euro as at 31 December 2013) related to the period from 2004 to 2010, 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, 21.3 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 41.5 million euro (127.9 million Brazilian real). The difference between the value of the contingency and the value of the guarantee relates with the update of the related responsibility.
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 e Decree of Law 248‐A), the Group made 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.
c) Contingent liabilities related to discontinued activities in subsidiaries in Brazil
‐ In addition to the previously disclosed guarantees, as a consequence of the sale of a subsidiary in Brazil, Sonae guaranteed to the buyer of the subsidiary all the losses incurred by that company arising on 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 37.8 million euro as at 30 September 2014. Furthermore, there are other tax assessments totalling 61.3 million euro for which the Board of Directors, based on its lawyers' assessment, understands will not imply future losses to the former subsidiary.
No provision has been recorded to face risks arising from events related to guarantees given, as the Board of Directors considers that no liabilities will result for Sonae Investimentos.
Balances and transactions with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | |||
|---|---|---|---|---|
| Transactions | 30 September 2014 | 30 September 2013 | 30 September 2014 | 30 September 2013 |
| Parent company | 950,967 | 872,996 | 2,418,803 | 2,210,928 |
| Jointly controlled companies | 935,113 | 1,132,771 | 4,119,060 | 3,655,617 |
| Associated companies | 26,969,208 | 24,885,881 | 206,580 | 233,219 |
| Other related parties (1) | 46,271,639 | 46,351,283 | 52,064,062 | 45,295,976 |
| 75,126,927 | 73,242,931 | 58,808,505 | 51,395,740 | |
| Interest income | Interest expenses | |||
| Transactions | 30 September 2014 | 30 September 2013 | 30 September 2014 | 30 September 2013 |
| Parent company | ‐ | ‐ | 24,382,679 | 22,049,774 |
| Jointly controlled companies | 318,740 | 297,722 | ‐ | ‐ |
| Associated companies | 242,519 | 390,557 | ‐ | ‐ |
| Other related parties (1) | ‐ | 167 | 3,362,926 | 3,347,692 |
| 561,259 | 688,446 | 27,745,605 | 25,397,466 | |
| Accounts receivable | Accounts payable | |||
| Balances | 30 September 2014 | 31 December 2013 | 30 September 2014 | 31 December 2013 |
| Parent company | 24,618,396 | 316,058 | 43,621,459 | 3,416,512 |
| Jointly controlled companies | 609,175 | 245,146 | 626,187 | 401,443 |
| Associated companies | 4,532,749 | 8,316,882 | 2,740,250 | 440,164 |
| Other related parties (1) | 21,480,547 | 19,270,829 | 22,218,357 | 16,666,471 |
| 51,240,867 | 28,148,915 | 69,206,253 | 20,924,590 |
| Loans | |||||||
|---|---|---|---|---|---|---|---|
| Obtained | Granted | ||||||
| Balances | 30 September 2014 | 31 December 2013 | 30 September 2014 | 31 December 2013 | |||
| Parent company (Note 19) | 400,000,000 | 400,000,000 | ‐ | ‐ | |||
| Jointly controlled companies | ‐ | ‐ | 7,750,000 | 8,591,454 | |||
| Associated companies | ‐ | ‐ | 9,014,061 | 8,868,720 | |||
| Other related parties (1) | 14,616,289 | 4,700,993 | ‐ | ‐ | |||
| 414,616,289 | 404,700,993 | 16,764,061 | 17,460,174 |
(1) Other related parties are considered to be related party affiliates or companies under joint control of Efanor SGPS, SA that are not included in Sonae Investimentos, including companies belonging to the Sonae Group, Sonae Indústria and Sonae Capital and minority shareholders of subsidiaries and affiliates of the Group.
The amounts recorded as loans granted from other relating parties represent borrowings from shareholders of subsidiary companies which bear interests at market rates.
Granted loans to associated companies, refer to values of loans granted to associate MDS, SGPS, SA 9,014,061 euro (8,868,720 euro as at 31 December 2013).
Income tax for the nine months period ended on 30 September 2014 and 2013 is detailed as follows:
| 30 September 2014 | 30 September 2013 | |
|---|---|---|
| Current tax | 8,388,504 | 13,597,840 |
| Deferred tax | 5,560,802 | (6,102,916) |
| 13,949,306 | 7,494,924 | |
Earnings per share for the nine months period ended on 30 September 2014 and 2013 were calculated taking into consideration the following amounts:
| 30 September 2014 | 30 September 2013 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings per share (consolidated profit for the period) |
46,623,395 | (96,362,449) |
| Net profit taken into consideration to calculate diluted earnings per share |
46,623,395 | (96,362,449) |
| Number of shares | ||
| Weighted average number of shares used to calculated basic earnings per share |
900,000,000 | 900,000,000 |
| Weighted average number of shares used to calculated diluted earnings per share |
900,000,000 | 900,000,000 |
| Earnings pershare (basic and diluted) | 0.051804 | (0.107069) |
On 30 September 2014 and 2013 there is no dilutive effect on the number of shares outstanding.
In retail, the group has three segments:
‐ Sonae MC is our food retail unit, operating 470 stores and 123 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 518 stores and 63 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.
The Investment Management operating segment includes a company that operates in the retail DIY products, building and garden (Maxmat), a travel agency (Geostar), 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 2014 and 2013 can be detailed as follows:
| Turnover | 30 September 2014 | Inter‐segment income |
30 September 2013 | Inter‐segment income |
|---|---|---|---|---|
| Sonae MC | 2,537,121,820 | (4,865,844) | 2,491,722,101 | (3,071,512) |
| Sonae SR | 913,255,504 | (20,668,291) | 827,065,933 | (18,884,599) |
| Sonae RP | 94,507,337 | (73,568,314) | 92,589,990 | (81,965,573) |
| Others, eliminations and adjustments | (47,027,985) | ‐ | (55,918,745) | ‐ |
| Total consolidated | 3,497,856,676 | (99,102,449) | 3,355,459,279 | (103,921,684) |
| Depreciation and amortisation | Provisions and impairment losses | EBIT | |||||
|---|---|---|---|---|---|---|---|
| 30 September 2014 | 30 September 2013 | 30 September 2014 | 30 September 2013 |
30 September 2014 | 30 September 2013 | ||
| Sonae MC | 62,829,513 | 62,393,202 | 963,871 | 1,225,689 | 104,591,880 | 120,718,211 | |
| Sonae SR | 32,247,314 | 43,580,828 | 468,955 | 9,916,169 | (44,324,476) | (73,597,329) | |
| Sonae RP | 21,789,239 | 22,910,103 | ‐ | ‐ | 64,724,124 | 60,620,392 | |
| Others, eliminations and adjustments | 1,798,754 | 3,194,322 | 32,953 | 70,075 | (11,823,531) | 1,189,127 | |
| Total consolidated | 118,664,820 | 132,078,455 | 1,465,779 | 11,211,933 | 113,167,997 | 108,930,401 |
| Invested capital | ||||
|---|---|---|---|---|
| 30 September 2014 | 30 September 2013 | 30 September 2014 | 31 December 2013 | |
| 62,438,636 | 69,837,533 | 466,118,551 | 409,505,851 | |
| 40,684,404 | 17,851,050 | 162,240,778 | 100,910,578 | |
| 18,812,327 | 22,260,700 | 1,218,967,084 | 1,253,629,991 | |
| 2,851,533 | 116,033 | 66,019,544 | 95,243,365 | |
| 124,786,900 | 110,065,316 | 1,913,345,957 | 1,859,289,785 | |
| Investment (CAPEX) |
The caption "Others, eliminations and adjustments" can be analysed as follows:
| Turnover | EBIT | ||||
|---|---|---|---|---|---|
| 30 September 2014 | 30 September 2013 | 30 September 2014 | 30 September 2013 |
||
| Inter‐segment income | (99,102,449) | (103,921,684) | ‐ | ‐ | |
| Equity method | ‐ | ‐ | (1,776,985) | (1,797,846) | |
| Others | 52,074,463 | 48,002,939 | (10,046,546) | 2,986,973 | |
| Others, eliminations and adjustments | (47,027,985) | (55,918,745) | (11,823,531) | 1,189,127 | |
| Investment (Capex) | Invested capital | ||||
| 30 September 2014 | 30 September 2013 | 30 September 2014 | 31 December 2013 | ||
| Investments and loans granted | ‐ | ‐ | 49,534,017 | 60,462,496 | |
| Others | 2,851,533 | 116,033 | 16,485,527 | 34,780,869 | |
| Others, eliminations and adjustments | 2,851,533 | 116,033 | 66,019,544 | 95,243,365 |
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 2014 and 2013 can be summarised as follows:
| 30 September 2014 | 30 September 2013 | ||||||
|---|---|---|---|---|---|---|---|
| Consolidated accounts |
Indirect income | Direct income | Consolidated accounts |
Indirect income | Direct income | ||
| Turnover | 3,497,856,676 | ‐ | 3,497,856,676 | 3,355,459,279 | ‐ | 3,355,459,279 | |
| Investment income | |||||||
| Dividends and other adjustments | 150,282 | 150,282 | ‐ | 92,281 | 92,281 | ‐ | |
| Impairment losses | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | |
| Others | 421,476 | ‐ | 421,476 | (12,999) | ‐ | (12,999) | |
| Other income | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | |
| Impairment losses reversal | 1,453,723 | ‐ | 1,453,723 | 4,473,896 | ‐ | 4,473,896 | |
| Others | 378,054,550 | ‐ | 378,054,550 | 301,935,489 | ‐ | 301,935,489 | |
| Total income | 3,877,936,706 | 150,282 | 3,877,786,425 | 3,661,947,946 | 92,281 | 3,661,855,665 | |
| Total expenses | (3,626,125,704) | ‐ | (3,626,125,704) | (3,407,837,030) | ‐ | (3,407,837,030) | |
| Depreciation and amortisation | (118,664,820) | ‐ | (118,664,820) | (132,078,455) | ‐ | (132,078,455) | |
| Losses on tangible and intangible assets | (4,735,532) | ‐ | (4,735,532) | (62,325) | ‐ | (62,325) | |
| Provisions and impairment: | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | |
| Impairment losses on tangible assets | ‐ | ‐ | ‐ | (123,900,000) | (123,900,000) | ‐ | |
| Others | (1,465,779) | ‐ | (1,465,779) | (31,211,933) | (20,000,000) | (11,211,933) | |
| Profit before financial results and share of results in associated companies |
126,944,871 | 150,282 | 126,794,590 | (33,079,472) | (143,807,719) | 110,728,247 | |
| Non recorrent items | (11,849,608) | ‐ | (11,849,608) | ‐ | ‐ | ‐ | |
| Financial profit/(loss) | (50,642,885) | ‐ | (50,642,885) | (52,707,784) | ‐ | (52,707,784) | |
| Share of results in joint ventures and associated | |||||||
| undertakings | |||||||
| MDS | (1,958,194) | ‐ | (1,958,194) | (1,795,830) | ‐ | (1,795,830) | |
| Raso | (56,615) | ‐ | (56,615) | (26,058) | ‐ | (26,058) | |
| Others | 237,824 | ‐ | 237,824 | 24,042 | ‐ | 24,042 | |
| Profit before taxation | 62,675,393 | 150,282 | 62,525,112 | (87,585,102) | (143,807,719) | 56,222,617 | |
| Income tax | (13,949,306) | ‐ | (13,949,306) | (7,494,924) | ‐ | (7,494,924) | |
| Profit/(Loss) after taxation | 48,726,087 | 150,282 | 48,575,806 | (95,080,026) | (143,807,719) | 48,727,693 | |
| Attributable to equity holders of Sonae | 46,623,395 | 150,282 | 46,473,114 | (96,362,449) | (143,807,719) | 47,445,270 | |
| Non‐controlling interests | 2,102,692 | ‐ | 2,102,692 | 1,282,424 | ‐ | 1,282,424 | |
| "Underlying" EBITDA (a) | 250,206,998 | 249,544,739 | |||||
| EBITDA (b) | 236,580,405 | 247,746,893 | |||||
| Direct EBIT (c) | ‐ 113,167,997 |
‐ 108,930,401 |
(a) "Underlying" EBITDA = total direct income ‐ total expenses ‐ reversal of impairment losses;
(b) EBITDA = total direct income ‐ total direct expenses ‐ reversal of direct impairment losses + Share of results in joint ventures and associated undertakings;
(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 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.
| Indirect income | 30 September 201430 September 2013 | |||
|---|---|---|---|---|
| Provision for contingencies in Brazil | ‐ | (10,000,000) | ||
| Change of "layout" and "rebranding" | ‐ | ‐ | ||
| Food based retail stores | ‐ | (10,000,000) | ||
| Impairment of Real Estate | ‐ | (123,900,000) | ||
| Others | 150,282 | 92,281 | ||
| Total | 150,282 | (143,807,719) | ||
The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 10 November 2014.
The Board of Directors,
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
CONDENSED INDIVIDUAL STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2014 AND 2013 AND 31 DECEMBER 2013
(Translation of individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
| ASSETS | Notes | 30.September.2014 | 30.September.2013 | 31.December.2013 |
|---|---|---|---|---|
| NON‐CURRENT ASSETS: | ||||
| Tangible assets | 13 | 35 | 30 | |
| Intangible assets | 285 | 511 | 455 | |
| Investments | 4 | 2,376,624,241 | 2,644,974,207 | 2,388,661,291 |
| Deferred tax assets | ‐ | 12,293 | 6,485 | |
| Other non‐current assets | 5 | 1,072,328,349 | 1,069,733,203 | 1,186,256,030 |
| Total non‐current assets | 3,448,952,888 | 3,714,720,249 | 3,574,924,291 | |
| CURRENT ASSETS: | ||||
| Trade account receivables and other current assets | 6 | 311,065,282 | 342,089,749 | 204,491,865 |
| Cash and cash equivalents | 7 | 62,990 | 1,199,937 | 6,623,141 |
| Total current assets | 311,128,272 | 343,289,686 | 211,115,006 | |
| TOTAL ASSETS | 3,760,081,160 | 4,058,009,935 | 3,786,039,297 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 8 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
| Reserves and retained earnings | 1,266,982,965 | 1,295,076,026 | 1,295,076,026 | |
| Profit for the period | (14,733,114) | (19,503,537) | 11,906,939 | |
| TOTAL EQUITY | 2,252,249,851 | 2,275,572,489 | 2,306,982,965 | |
| LIABILITIES: | ||||
| NON‐CURRENT LIABILITIES: | ||||
| Loans | 9 | 362,461,192 | 802,201,107 | 712,974,210 |
| Other non‐current liabilities | 10 | 400,000,000 | 400,000,000 | 400,000,000 |
| Total non‐current liabilities | 762,461,192 | 1,202,201,107 | 1,112,974,210 | |
| CURRENT LIABILITIES: | ||||
| Loans | 9 | 461,108,031 | 76,799,707 | 45,815,788 |
| Trade creditors and other current liabilities | 11 | 284,262,086 | 503,436,632 | 320,266,334 |
| Total current liabilities | 745,370,117 | 580,236,339 | 366,082,122 | |
| TOTAL EQUITY AND LIABILITIES | 3,760,081,160 | 4,058,009,935 | 3,786,039,297 |
The accompanying notes are part of these condensed individual financial statements.
In case of discrepancy the Portuguese version prevails)
| Notes | rd quarter 2014 3 |
3rd quarter 2013 | 30.September.2014 | 30.September.2013 | |
|---|---|---|---|---|---|
| Services rendered | 165,928 | 506,958 | 459,196 | 1,406,291 | |
| Gains or losses on investments | 14 | (15,474,080) | (26,870,631) | 1,585,928 | (6,758,777) |
| Financial income | 15 | 11,895,302 | 15,318,421 | 36,151,557 | 46,040,369 |
| Other income | 182,302 | 198,522 | 556,618 | 580,315 | |
| External supplies and services | (1,019,322) | (1,024,292) | (3,260,966) | (3,098,635) | |
| Staff costs | (21,315) | (7,823) | (30,873) | (25,876) | |
| Depreciation and amortisation | (62) | (62) | (186) | (731) | |
| Provisions and impairment losses | ‐ | (19,852) | (26,470) | (59,555) | |
| Financial expenses | 15 | (17,533,276) | (19,442,845) | (52,906,491) | (58,704,658) |
| Other expenses | (40,167) | (80,258) | (87,727) | (314,270) | |
| Profit/(Loss) before taxation | (21,844,690) | (31,421,862) | (17,559,414) | (20,935,527) | |
| Taxation | 1,470,945 | (864,054) | 2,826,300 | 1,431,990 | |
| Profit/(Loss) after taxation | (20,373,745) | (32,285,916) | (14,733,114) | (19,503,537) | |
| Profit/(Loss) pershare | 16 | (0.0226) | (0.0359) | (0.0164) | (0.0217) |
The accompanying notes are part of these condensed individual financial statements.
CONDENSED INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 SEPTEMBER 2014 AND 2013
(Amounts expressed in euro)
| rd quarter 2014 3 |
3rd quarter 2013 | 30.September.2014 | 30.September.2013 | |
|---|---|---|---|---|
| Net Profit / (Loss) for the period | (20,373,745) | (32,285,916) | (14,733,114) | (19,503,537) |
| Total comprehensive income for the period | (20,373,745) | (32,285,916) | (14,733,114) | (19,503,537) |
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)
| Sha ita l re c ap |
Leg al r ese rve |
Ot he r re ser ve s |
al Tot re ser ve s and ine d eta r rni ea ngs |
it/ ( s) Ne P rof Los t |
To tal |
|
|---|---|---|---|---|---|---|
| Bal t 1 J 201 3 anc a e s a an uar y |
1, 000 000 000 , , |
140 357 809 , , |
1,1 89, 025 023 , |
1, 329 382 832 , , |
5, 693 ,1 94 |
2, 335 076 026 , , |
| al reh for the d Tot siv e i rio co mp en nco me pe |
‐ | ‐ | ‐ | ‐ | ( 37) 19, 503 ,5 |
( 37) 19, 503 ,5 |
| Ap iat ion of fit of 201 2: pro pr pro nsf l l re nd oth Tra to er ega ser ve s a er res erv es ide nd d ibu ted Div istr s |
‐ ‐ |
284 660 , ‐ |
‐ ( 66) 34, 591 ,4 |
284 660 , ( 66) 34, 591 ,4 |
( ) 284 660 , ( ) 5,4 08, 534 |
‐ ( ) 40, 000 000 , |
| Bal t 3 S 0 be r 2 013 tem anc a e s a ep |
1, 000 000 000 , , |
140 642 ,4 69 , |
1,1 54, 433 ,55 7 |
1, 295 076 026 , , |
( 37) 19, 503 ,5 |
2, 275 ,57 2,4 89 |
| Bal t 1 J 201 4 anc a e s a an uar y |
1, 000 000 000 , , |
140 642 ,4 69 , |
1,1 54, 433 ,55 7 |
1, 295 076 026 , , |
11, 906 939 , |
2, 306 982 965 , , |
| al reh for the d Tot siv e i rio co mp en nco me pe |
‐ | ‐ | ‐ | ‐ | ( 4) 14, 733 ,11 |
( 4) 14, 733 ,11 |
| Ap iat ion of fit of 201 3: pro pr pro nsf l l re oth Tra nd to er ega ser ve s a er res erv es ide nd d ibu ted Div istr s |
‐ ‐ |
595 347 , ‐ |
‐ ( 08) 28, 688 ,4 |
595 347 , ( 08) 28, 688 ,4 |
( ) 595 347 , ( 92) 11, 311 ,5 |
‐ ( ) 40, 000 000 , |
| Bal t 3 S 0 be r 2 014 tem anc a e s a ep |
1, 000 000 000 , , |
14 1, 237 816 , |
1,1 25, 745 ,14 9 |
1, 266 982 965 , , |
( 4) 14, 733 ,11 |
2, 252 249 851 , , |
Theaccompanying notes are part of these condensed individual financial statements.
CONDENSED INDIVIDUAL STATEMENT OF CASH FLOWS FOR THE PERIODS ENDED 30 SEPTEMBER 2014 AND 2013
(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 2014 3 |
3rd quarter 2013 | 30.September.2014 30.September.2013 | ||
|---|---|---|---|---|---|
| OPERATING ACTIVITIES | |||||
| Net cash flow from operating activities (1) | 5,157,478 | 4,396,296 | 7,323,659 | 3,810,987 | |
| INVESTMENT ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Investments | (80) | 575,000 | 2,973,234 | 575,000 | |
| Tangible assets | ‐ | ‐ | ‐ | 21 | |
| Interest and similar income | 206,927 | 327,275 | 17,949,932 | 18,606,427 | |
| Dividends | ‐ | ‐ | 16,758,860 | 20,111,854 | |
| Loans granted | 547,163,317 | 340,634,312 | 1,776,618,255 | 957,280,828 | |
| 547,370,164 | 341,536,587 | 1,814,300,281 | 996,574,130 | ||
| Cash payments arising from: | |||||
| Investments | (5,700,134) | (13,623,625) | (6,100,134) | (14,023,625) | |
| Loans granted | (437,514,306) | (309,449,991) | (1,756,164,359) | (1,043,076,783) | |
| (443,214,440) | (323,073,616) | (1,762,264,493) | (1,057,100,408) | ||
| Net cash used in investment activities (2) | 104,155,724 | 18,462,971 | 52,035,788 | (60,526,278) | |
| FINANCING ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 1,142,742,791 | 1,496,160,409 | 4,125,511,778 | 4,260,410,836 | |
| 1,142,742,791 | 1,496,160,409 | 4,125,511,778 | 4,260,410,836 | ||
| Cash payments arising from: | |||||
| Loans obtained | (1,242,235,110) | (1,480,456,675) | (4,168,454,340) | (4,237,444,104) | |
| Interest and similar charges | (7,140,198) | (6,428,675) | (22,714,951) | (20,540,856) | |
| Dividends | (40,000,000) | (40,000,000) | (40,000,000) | (40,000,000) | |
| (1,289,375,308) | (1,526,885,350) | (4,231,169,291) | (4,297,984,960) | ||
| Net cash used in financing activities (3) | (146,632,517) | (30,724,941) | (105,657,513) | (37,574,124) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | (37,319,315) | (7,865,674) | (46,298,066) | (94,289,415) | |
| Cash and cash equivalents at the beginning of the period | 7 | (2,355,610) | 8,076,895 | 6,623,141 | 94,500,636 |
| Cash and cash equivalents at the end of the period | 7 | (39,674,925) | 211,221 | (39,674,925) | 211,221 |
The accompanying notes are part of these condensed individual financial statements.
(Amounts expressed in euro)
SONAE INVESTIMENTOS, SGPS, SA, "the Company" or "Sonae Investimentos" it's a Portuguese Corporation, with head‐office in Rua João Mendonça nº 529, 4464‐501 Senhora da Hora, Matosinhos, Portugal.
The Company's main activity is the management of shareholdings (Note 4).
Interim Financial Statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accounting policies adopted are consistent with those described in the file of the annual financial statements for the year ended 31 December 2013.
As at 30 September 2014 and 31 December 2013, the investments caption is made up as follows:
| 30.September.2014 | 31.December.2013 | |||
|---|---|---|---|---|
| % held | Final balance | % held | Final balance | |
| Apor ‐ Agência para a Modernização do Porto, SA | 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 |
| Contimobe ‐ Imobiliária do Castelo de Paiva, SA | 100.00% | 201,500,000 | 100.00% | 201,500,000 |
| Cumulativa ‐ Sociedade Imobiliária, SA | 100.00% | 1,445,000 | 100.00% | 1,445,000 |
| Fozimo ‐ Sociedade Imobiliária, SA | 100.00% | 24,940 | 100.00% | 24,940 |
| Fozmassimo ‐ Sociedade Imobiliária, SA | ‐ | ‐ | 100.00% | 2,796,348 |
| Fundo de Investimento Imobiliário Fechado Imosede | 57.82% | 69,415,155 | 54.55% | 64,415,021 |
| Fundo de Investimento Imobiliário Imosonae Dois | 74.94% | 108,760,470 | 74.94% | 108,760,470 |
| Igimo ‐ Sociedade Imobiliária, SA | 100.00% | 150,662 | 100.00% | 150,662 |
| Iginha ‐ Sociedade Imobiliária, SA | 100.00% | 1,359,000 | 100.00% | 1,359,000 |
| Imoconti ‐ Sociedade Imobiliária, SA | 100.00% | 380,000 | 100.00% | 380,000 |
| Imoestrutura ‐ Sociedade Imobiliária,SA | 100.00% | 24,940 | 100.00% | 24,940 |
| Imomuro ‐ Sociedade Imobiliária, SA | 100.00% | 923,885 | 100.00% | 923,885 |
| Imoresultado ‐ Sociedade Imobiliária, SA | 100.00% | 109,736 | 100.00% | 109,736 |
| Imosistema ‐ Sociedade Imobiliária, SA | 100.00% | 280,000 | 100.00% | 280,000 |
| MDS, SGPS, SA | 46.92% | 51,000,000 | 46.92% | 51,000,000 |
| MJLF ‐ Empreendimentos Imobiliários, SA | 100.00% | 190,000 | 100.00% | 190,000 |
| Modelo ‐ Distribuição de Materiais de Construção, SA | 50.00% | 21,510,614 | 50.00% | 21,510,614 |
| Modelo Hiper Imobiliária, SA | 100.00% | 10,012,648 | 100.00% | 10,012,648 |
| Modelo.Com ‐ Vendas por Correspondência, SA | 100.00% | 12,637,016 | 100.00% | 12,637,016 |
| MOVVO, SA | 9.09% | 400,000 | ‐ | ‐ |
| Mundo Vip ‐ Operadores Turísticos, SA | ‐ | ‐ | 33.34% | ‐ |
| Predicomercial ‐ Promoção Imobiliária, SA | 100.00% | 6,372,293 | 100.00% | 6,372,293 |
| Predilugar ‐ Sociedade Imobiliária, SA | 100.00% | 50,000 | ‐ | ‐ |
| Raso, SGPS, SA | 50.00% | ‐ | 50.00% | 15,474,000 |
| Selifa ‐ Sociedade de Empreendimentos Imobililiários, SA | 100.00% | 565,000 | 100.00% | 565,000 |
| Sempre à Mão ‐ Sociedade Imobiliária, SA | 100.00% | 3,732,401 | 100.00% | 3,732,401 |
| Sesagest ‐ Projectos e Gestão Imobiliária, SA | 100.00% | 36,677,088 | 100.00% | 36,677,088 |
| Socijofra ‐ Sociedade Imobiliária, SA | 100.00% | 550,000 | 100.00% | 550,000 |
| Sociloures ‐ Sociedade Imobiliária, SA | 100.00% | 2,350,000 | 100.00% | 2,350,000 |
| Soliférias ‐ Operadores Turísticos, SA | 11.12% | 133,162 | ‐ | ‐ |
| Soflorin, BV | 100.00% | 188,729,037 | 100.00% | 188,729,037 |
| Sonae ‐ Specialized Retail, SGPS, SA | 100.00% | 1,050,000,000 | 100.00% | 1,050,000,000 |
| Sonae Capital Brasil, Ltda | 37.00% | 1,865,770 | 37.00% | 1,865,770 |
| Sonae Center Serviços II, SA | 100.00% | 58,032,319 | 100.00% | 58,032,319 |
| Sonae MC ‐ Modelo Continente, SGPS, SA | 41.96% | 423,698,275 | 41.96% | 423,698,275 |
| Sonae Financial Services, SA | 100.00% | 350,000 | ‐ | ‐ |
| Sonae SR Malta Holding Limited | ‐ | 1 | ‐ | ‐ |
| Sonaegest ‐ Soc. Gest. de Fundos de Investimentos, SA | 40.00% | 384,351 | 40.00% | 384,351 |
| Sonaerp ‐ Retail Properties, SA | 100.00% | 114,495,350 | 100.00% | 114,495,350 |
| Sondis Imobiliária, SA | 100.00% | 474,940 | 100.00% | 474,940 |
| Sonvecap, BV | 100.00% | 3,000,000 | 100.00% | 3,000,000 |
| Valor N, SA | 100.00% | 2,087,315 | 100.00% | 2,087,315 |
| Total | 2,376,624,241 | 2,388,661,291 | ||
As at 30 September 2014 and 31 December 2013 the non‐current assets were as follows:
| 30.September.2014 | 31.December.2013 | |
|---|---|---|
| Loans granted | 1,072,328,349 | 1,186,256,030 |
| 1,072,328,349 | 1,186,256,030 |
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 2014 and 31 December 2013 the loans granted are no past due or impaired.
As at 30 September 2014 and 31 December 2013 the current assets were as follows:
| 30.September.2014 | 31.December.2013 | |
|---|---|---|
| Clients | 237,063 | 394,432 |
| Group company: | ||
| Short term loans | 203,807,668 | 109,909,849 |
| Interests charged but not received | ‐ | 17,840,280 |
| Taxes ‐ Special Regime for taxation of groups of | 26,058,098 | 23,264,933 |
| Special regime for payment of tax and social securaty debts (DL 248‐A/2002, 14November) |
4,373,135 | 4,373,135 |
| Special regime for payment of tax and social securaty debts (DL 151‐A/2013, 31October) |
2,988,618 | 2,988,618 |
| Others | 114,307 | 7,236,740 |
| Taxes recoverable | 33,908,960 | 34,066,038 |
| Other current assests | 39,577,433 | 4,417,840 |
| 311,065,282 | 204,491,865 |
Loans granted to group companies return interest at variable market rates indexed to Euribor and have a maturity less than one year.
The amount disclosed as 'Special regime for payment of tax and social security debts' (DL 248‐ A/2002, of 14 November and DL 151‐A/2013, of 31 October) relates to taxes paid which were previously disputed and subject to reimbursement claims. The tax litigations are still in progress, although, following the payment, the guarantees previously given were canceled. No impairment loss was recorded since it is Sonae Investimentos understanding that the decisions over the appeals will be favorable to the Company.
The caption other current assets includes mainly receivables relating to interest, from loans granted to group companies.
As at 30 September 2014 and 31 December 2013, cash and cash equivalents can be detailed as follows:
| 30.September.2014 | 31.December.2013 | |
|---|---|---|
| Cash in hand | 550 | 550 |
| Bank deposits | 62,440 | 6,622,591 |
| Cash and cash equivalents on the balance sheet | 62,990 | 6,623,141 |
| Bank overdrafts | (39,737,915) | ‐ |
| Cash and cash equivalents on the cash flow statement | (39,674,925) | 6,623,141 |
Bank overdrafts are disclosed in the statement of financial position under the caption short term bank loans.
As at 30 September 2014 and 31 December 2013, 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 2014 and 31 December 2013, the subscribed share capital was held as follows:
| 30.September.2014 | 31.December.2013 | |
|---|---|---|
| Sonae, SGPS, SA | 76.8556% | 76.8556% |
| Sonae Investments BV | 13.1419% | 13.1419% |
| Sonae MC ‐ Modelo Continente, SGPS, SA | 10.0000% | 10.0000% |
| Libra Serviços, Sociedade Unipessoal, Lda | 0.0025% | 0.0025% |
As at 30 September 2014 and 31 December 2013, this caption included the following loans:
| 30.September.2014 | 31.December.2013 | |
|---|---|---|
| Bonds Sonae Investimentos / agosto 2007/2015 | ‐ | 200,000,000 |
| Bonds Sonae Investimentos / setembro 2007/2015 | ‐ | 155,000,000 |
| Bonds Sonae Investimentos / 2012/2017 | 170,000,000 | 170,000,000 |
| Bonds Sonae Investimentos / junho 2013/2018 | 50,000,000 | 50,000,000 |
| Bonds Sonae Investimentos / dezembro 2013/2018 | 75,000,000 | 75,000,000 |
| Up‐front fees not yet charged to income statement | (2,538,808) | (3,692,137) |
| Bond loans | 292,461,192 | 646,307,863 |
| Commercial paper | 70,000,000 | 65,000,000 |
| Other bank loans | ‐ | 1,666,667 |
| Up‐front fees not yet charged to income statement | ‐ | (320) |
| Bank loans | 70,000,000 | 66,666,347 |
| Non‐current loans | 362,461,192 | 712,974,210 |
| 30.September.2014 | 31.December.2013 | |
|---|---|---|
| Bonds Sonae Investimentos 2009/2014 | ‐ | 10,000,000 |
| Bonds Sonae Investimentos / agosto 2007/2015 | 200,000,000 | ‐ |
| Bonds Sonae Investimentos / setembro 2007/2015 | 155,000,000 | ‐ |
| Up‐front fees not yet charged to income statement | (294,634) | (9,878) |
| Bond loans | 354,705,366 | 9,990,122 |
| Commercial paper | 65,000,000 | 32,500,000 |
| Other bank loans | 1,666,667 | 3,333,333 |
| Up‐front fees not yet charged to income statement | (1,917) | (7,667) |
| Bank overdrafts | 39,737,915 | ‐ |
| Bank loans | 106,402,665 | 35,825,666 |
| Current loans | 461,108,031 | 45,815,788 |
As at 30 September 2014 Sonae Investimentos has agreed lines of credit and commercial paper programs amounting 700 million euro, out of which 217 million with firm commitments with maturity not exceeding one year and 383 million euro with firm commitments with maturity over one year.
Under the above mentioned lines of credit and commercial paper programs with firm commitments, the company had 439 million euro credit facilities available to meet its liquidity requirements.
The interest rate as at 30 September 2014 of the bonds and bank loans was, on average, 2.63% (2.79% as at 31 December 2013).
As at 30 September 2014 and 31 December 2013 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 2014 the fair value of this bond loan is 42,135 euro (41,495 euro on 31 December 2013) per bond, and was determined based on discounted cash flows method.
As at 30 September 2014 and 31 December 2013, this heading is made up as follows:
| 30.September.2014 | 31.December.2013 | |
|---|---|---|
| Suppliers | 9,488 | 34,775 |
| Group companies: | ||
| Short term loans | 223,789,358 | 290,898,588 |
| Taxes ‐ Special Regime for taxation | 21,042,656 | 18,534,082 |
| Others | 120,758 | 403 |
| Taxes and contributions payable | 1,958,481 | 2,579,178 |
| Other current liabilities | 37,341,345 | 8,219,308 |
| 284,262,086 | 320,266,334 |
The caption other current liabilities includes mainly accrued interests not yet due relating to loans obtained.
As at 30 September 2014 and 31 December 2013 the contingent liabilities were detailed as follows:
| 30.September.2014 | 31.December.2013 | ||
|---|---|---|---|
| Guarantees rendered: | |||
| related to tax claims awaiting outcome | |||
| Guarantees provided by financial institutions | 88,058,808 | 90,476,241 | |
| Guarantees provided by parent company | 219,575,261 | 215,016,937 | |
| 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) | 62,958,017 | 62,961,055 |
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.
Within the framework of regularization of tax debts to Tax Authorities (Outstanding Debts Settlement of Tax and Social Security ‐ Decree of Law 248‐A/2002 and 151‐A/2013), the Company made tax payments in the amount of 7,361,753 euro (7,361,753 euro to 31 December 2013), having the respective guarantees been canceled and the related tax appeals continued in courts.
Following the disposal of a Brazilian subsidiary company, the group guaranteed to that subsidiary company buyer all the losses it will have as consequence of tax additional assessments as it is described in the Note of Contingent assets and liabilities in the Consolidated financial statements.
Main balances and transactions with related parties are detailed as follows:
| 30.September.2014 | 31.December.2013 | |
|---|---|---|
| Balance: | ||
| Parent company | 4,485,140 | 137,119 |
| Subsidiaries | 58,317,798 | 49,319,490 |
| Jointly controlled companies | 99,195 | 141,454 |
| Associated companies | 364,617 | 615,673 |
| Other related parties | 134 | ‐ |
| Accounts receivable | 63,266,884 | 50,213,736 |
| Parent company | 23,145,918 | 2,551,820 |
| Subsidiaries | 25,433,672 | 20,687,545 |
| Jointly controlled companies | ‐ | 2,332 |
| Associated companies | 13,403 | 4 |
| Other related parties | 3,237,846 | 43,403 |
| Accounts payable | 51,830,839 | 23,285,104 |
| Subsidiaries | 1,254,755,667 | 1,279,050,450 |
| Jointly controlled companies | 7,750,000 | 8,450,000 |
| Associated companies | 13,630,349 | 8,665,429 |
| Loans granted | 1,276,136,016 | 1,296,165,879 |
| Parent company | 347,400,000 | 347,400,000 |
| Subsidiaries | 223,789,358 | 290,898,588 |
| Other related parties | 52,600,000 | 52,600,000 |
| Loans obtained | 623,789,358 | 690,898,588 |
| Transactions: | 30.September.2014 | 30.September.2013 |
| Subsidiaries | ‐ | 749,997 |
| Associated companies | 459,196 | 656,294 |
| Services rendered | 459,196 | 1,406,291 |
| Parent company | 1,855,588 | 1,666,712 |
| Subsidiaries | 375 | 48 |
| Jointly controlled companies | 5,692 | ‐ |
| Associated companies | 30,664 | 30,618 |
| Other related parties | 116 | 158 |
| Purchases and services obtained | 1,892,435 | 1,697,536 |
| Parent company | 98,854 | 116,290 |
| Subsidiaries | 438,015 | 426,463 |
| Associated companies | 567 | 179 |
| Other income | 537,436 | 542,932 |
| Subsidiaries | 35,380,767 | 44,576,664 |
| Jointly controlled companies | 318,740 | 297,722 |
| Associated companies | 368,837 | 513,810 |
| Interest income | 36,068,343 | 45,388,196 |
| Parent company | 24,382,679 | 22,049,774 |
| Subsidiaries | 3,787,636 | 14,114,114 |
| Other related parties | 3,236,608 | 31,438 |
| Interest expenses | 31,406,924 | 36,195,326 |
| Subsidiaries | 16,758,860 | 20,111,854 |
| Dividend income | 16,758,860 | 20,111,854 |
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 9 month ended on 30 September 2014 and 2013 did not occur any transactions including granted loans to the Company's Directors.
As at 30 September 2014 and 2013 investment income is as follows:
| 30.September.2014 | 30.September.2013 | |
|---|---|---|
| Dividends received | 16,758,860 | 20,111,854 |
| Reverse of impairment losses | 4,349,891 | ‐ |
| Impairment losses | (15,474,000) | (25,702,315) |
| Losses on investments sales | (4,048,823) | (1,168,316) |
| 1,585,928 | (6,758,777) |
As at 30 September 2014 and 2013, net financial expenses are as follows:
| 30.September.2014 | 30.September.2013 | |
|---|---|---|
| Interest receivable | ||
| related to bank deposits | 83,214 | 345,543 |
| related to lans granted | 36,041,873 | 45,329,736 |
| Others | 26,470 | 365,090 |
| Finacial income | 36,151,557 | 46,040,369 |
| Interest payable | ||
| related to bank deposits and overdrats | (2,078,022) | (4,907,310) |
| related to non convertible bonds | (13,937,819) | (12,472,197) |
| related to loans obtained | (31,406,924) | (36,195,326) |
| Others | ‐ | (59) |
| Others finacial expenses | ||
| Up front fees on the issuance of debt | (5,475,571) | (4,911,573) |
| Others | (8,155) | (218,193) |
| Financial expenses | (52,906,491) | (58,704,658) |
Earnings per share for the periods ended 30 September 2014 and 2013 were calculated taking into consideration the following amounts:
| 30.September.2014 | 30.September.2013 | |
|---|---|---|
| Net Profit | ||
| Net profit taken into consideration to calculate basic earnings pershare (Net profit foor the period) |
(14,733,114) | (19,503,537) |
| Net profit taken into consideration to calculate diluted earnings pershare |
(14,733,114) | (19,503,537) |
| 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) | (0.0164) | (0.0217) |
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 10th November 2014.
During the period ended as at 30 September 2014 shareholders' loan contracts were signed with the following companies:
MDS, SGPS, SA
Soflorin, BV
Sonae Capital Brasil Ltda
During the period ended as at 30 September 2014, treasury application agreements were signed with the following companies:
Bom Momento ‐ Restauração, SA
Canasta ‐ Empreendimentos Imobiliários, SA
Chão Verde ‐ Sociedade de Gestão Imobiliária, SA
Efanor Investimentos, SGPS, SA
Modelo Continente Hipermercados, SA
MJLF – Empreendimentos Imobiliários, SA
Imomuro ‐ Sociedade Imobiliária, SA
Pharmacontinente – Saúde e Higiene, SA
Predilugar – Sociedade Imobiliária, SA
Raso ‐ Viagens e Turismos, SA
Raso, SGPS, SA
Selifa ‐ Sociedade de Empreendimentos Imobililiários, SA
Sonae Financial Services, SA
Sonae, SGPS, SA
The amounts due to group companies as at 30 September 2014 related to the mentioned contracts were the following:
| Company | 30.September.2014 |
|---|---|
| BB Food Service, SA | 3,607,196 |
| Bom Momento ‐ Comercio Retalhista, SA | 325,196 |
| Continente Hipermercados, S.A. | 24,316,196 |
| Contibomba ‐ Comércio e Distribuição de Combustíveis, SA | 966,196 |
| Modelo Continente Hipermercados, SA | 175,148,668 |
| Modelo Hiper Imobiliária, SA | 3,288,257 |
| Modelo.Com ‐ Vendas por Correspondência, SA | 8,568,257 |
| Pharmaconcept ‐ Actividades em Saúde, SA | 9,196 |
| Sesagest ‐ Projectos e Gestão Imobiliária, SA | 7,229,257 |
| Tlantic Portugal ‐ Sistemas de Informação, SA | 330,939 |
| 223,789,358 | |
| Company | 30.September.2014 |
|---|---|
| Azulino ‐ Imobiliária, SA | 3,626,917 |
| Bertimóvel ‐ Sociedade Imobiliária, SA | 21,071,724 |
| Canasta ‐ Empreendimentos Imobiliários, SA | 1,342,607 |
| Chão Verde ‐ Sociedade de Gestão Imobiliária, SA | 6,436,743 |
| Citorres ‐ Sociedade Imobiliária, SA | 2,221,449 |
| Contimobe ‐ Imobiliária do Castelo de Paiva, SA | 21,456,151 |
| Cumulativa ‐ Sociedade Imobiliária, SA | 1,354,732 |
| Farmácia Selecção, SA | 910,804 |
| Fashion Division, SA | 8,976,804 |
| Fozimo – Sociedade Imobiliária, SA | 1,329,700 |
| Igimo – Sociedade Imobiliária, SA | 7,074,743 |
| Iginha – Sociedade Imobiliária, SA | 16,670,331 |
| Imoconti – Sociedade Imobiliária, SA | 9,804,123 |
| Imoestrutura ‐ Sociedade Imobiliária, SA | 189,449 |
| Imomuro ‐ Sociedade Imobiliária, SA | 10,483,346 |
| Imoresultado – Sociedade Imobiliária, SA | 495,399 |
| Imosistema ‐ Sociedade Imobiliária, SA | 3,595,385 |
| MJLF ‐ Empreendimentos Imobiliários, SA | 2,506,585 |
| Modelo ‐ Distribuição de Materiais de Construção, SA | 4,616,289 |
| MDS SGPS, SA | 9,014,061 |
| Pharmacontinente ‐ Saúde e Higiene, SA | 6,153,804 |
| Predicomercial ‐ Promoção Imobiliária, SA | 3,601,709 |
| Pedilugar ‐ Sociedade Imobiliária, SA | 5,478,000 |
| Raso, SGPS, SA | 7,750,000 |
| Selifa ‐ Sociedade de Empreendimentos Imobiliários, SA | 2,373,374 |
| Sempre à Mão ‐ Sociedade Imobiliária, SA | 37,009,467 |
| Socijofra ‐ Sociedade Imobiliária, SA | 4,911,850 |
| Sociloures ‐ Sociedade Imobiliária, SA | 16,340,641 |
| Soflorin, BV | 133,864,759 |
| Sonae Capital Brasil, Ltda | 1,774,077 |
| Sonae Center Serviços II, SA | 26,190,224 |
| Sonae MC ‐ Modelo Continente, SGPS, SA | 674,091,804 |
| Sonae Financial Services, SA | 1,353,000 |
| Sonae ‐ Specialized Retail, SGPS, SA | 56,203,632 |
| Sonaerp ‐ Retail Properties, SA | 144,947,985 |
| Sondis Imobiliária, SA | 18,054,435 |
| Valor N, SA | 2,859,914 |
| 1,276,136,017 |
Ângelo Gabriel Ribeirinho dos Santos Paupério
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