Interim / Quarterly Report • Nov 24, 2014
Interim / Quarterly Report
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| CONSOLIDATED MANAGEMENT REPORT | 3 |
|---|---|
| HIGHLIGHTS | 3 |
| CONTEXT AND ACTIVITY ANALYSIS | 4 |
| RELEVANT FACTS IN THE FIRST NINE MONTHS OF THE YEAR | 5 |
| ECONOMIC AND FINANCIAL CONSOLIDATED RESULTS | 6 |
| OWN SHARES AND STOCK PERFORMANCE IN THE THIRD QUARTER OF 2014 | 9 |
| CONSOLIDATED FINANCIAL STATETEMENTS | 11 |
| CONSOLIDATED FINANCIAL POSITION STATEMENT | 11 |
| SEPARATE CONSOLIDATED INCOME STATEMENT | 13 |
| STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME | 15 |
| STATEMENT OF CHANGES IN EQUITY | 16 |
| CONSOLIDATED CASH FLOW STATEMENT | 18 |
| EXPLANATORY NOTES AND ACCOUNTING POLICIES | 20 |
Consolidated Key Figures
| (million Euros) | 9M 2014 | 9M 2013 (*) | Change |
|---|---|---|---|
| Turnover | 9,165.2 | 35,516.8 | -74.2% |
| Turnover from real estate business area | 3,716.9 | 23,437.9 | -84.1% |
| EBITDA | -570.8 | 6,365.0 | -109.0% |
| Operation results from continued activities | -3,655.2 | 2,000.0 | - |
| Gains and losses in associated companies and jointly managed investments |
7,609.7 | 12,590.0 | -39.6% |
| Financial results | -9,058.3 | -9,863.2 | 8.2% |
| Earnings before taxes | -5,103.8 | 4,726.8 | - |
| Net income from continued activities | -5,302.7 | 5,566.7 | - |
| Net income from discontinued activities | -989.7 | -21,712.4 | - |
| Net income attributable to the Group | -5,484.3 | -16,028.9 | 65.8% |
| (*) Restated |
Notes:
Continuing operations: includes fully consolidated companies (real estate, concessions, parking facilities, and energy companies in the United States except Prince);
Associated companies and jointly managed investments with participations between 20% and 50% accounted for by the equity method (essentially subsidiaries of road and water concessions);
Discontinued activities: construction area – Soares da Costa Construção SGPS, SA and its subsidiaries (2013) and Prince (2013 and 2014);
Please see organization chart with participations and accounting policies and notes to the financial statements.
The growth estimates for the world's economy 1 were recently revised downwards by the International Monetary Fund, resulting from the combination of the legacy of the global financial crisis, that continues to impact, and by the maintenance of an uncertainty environment which is observable, in particular, in lower potential growth rates for emergent economies. Therefore, for 2014, mostly due to a lower than expected global activity during the first half of the year, is expected a 3.3% worldwide growth rate, in line with 2013, but reflecting a downward revision of 0.4 p.p. to April's estimates (-0.1 p.p. to June's), now being 3.8% the estimated growth to 2015.
In Portugal, according to the Bank of Portugal's Autumn Bulletin2 , during the first half of 2014 the economy registered a relative stabilization compared with the previous half and presented a 0.9% growth compared with the same period of the previous year (1.0% and 0.9% in the first and second quarters, respectively). This evolution follows the rebound of the private domestic demand, highlighting the consumption and the investment in machinery, equipment and transportation materials, jointly with the exports' lower growth.
This evolution of the activity has been accompanied by a gradual decrease of the interest rates applied to new bank deposits, with a reduction of the gap to the monetary market reference rates, although still in high levels compared with its historic average. Already a consequence of the combination several effects as the banks' supervision rules, banks' solvency and available liquidity ratios, on one hand, and the deleveraging process still happening in the private sector, on the other hand, there is an aggravation of the bank's loans granted to the non-financial private sector, in particular, to the non-financial private companies whose annual change rate, was 7.6%3 , in August 201, a reveling symptom of the persisting difficulties of the economy's financing.
Also according to the Bank of Portugal, to 2014, is expected a 0.9% growth to the GDP, a 0.2 p.p. downwards revision compared with the estimate presented in June's Economic Bulletin. This revision is essentially explained by a reduction in the public consumption estimates, as well as by the incorporation of updated information regarding external commerce.
In the construction sector the recessive cycle continues with the production index recording an average change in the last 12 months, in September, of -11.0% 4 resulting from the combination of the variations of -9.9% of the "building construction" and -12.6% of the "civil engineering". During the year was been a slowdown of this decreasing pace (annual change of -6.9% in September, compared with -8.3% in the previous month and 13.8% in January) due to ever lower levels of successive production of the respective baselines, and not to effective signs of change in this trend or to a recovery of the sector.
Specifically regarding the Company's operation scope, after completed, on February 12, 2014, the shareholder restructuring operation of Soares da Costa Construção, SGPS, SA, with the inherent loss of control position by SDC Investimentos, SGPS, SA (former Grupo Soares da Costa, SGPS, SA), the activity has been focused on the management of the portfolio of participations and financial restructuring.
In the wake of the sales processes, concluded (Prince) and under realization (concession in Mozambique), which were already disclosed in previous interim reports for the current year, with the objective of deleveraging, the Company has announced the sale of its shareholdings in Indáqua (with its full realization still dependent on external parties authorizations) and Energia Própria, as communicated to the market on the 1st and 6th of October, with effects are not yet recorded in the financial statements for the third quarter.
1 World Economic Outlook, October 2014, Legacies, Clouds, Uncertainties, IMF
2 Economic Bulletin – October 2014, Bank of Portugal
3 State Budget 2015's Report, Finance Ministry, quoting the Bank of Portugal
4 Production, Employment and Wages in Construction Indexes, September 2014 – INE 11, November 2014
Already after the end of the third quarter of 2014:
Key forming components of the results for the period ended September 30, 2014 and the same period of last year:
Income Statement
| (thousand Euros) | 9M 2014 | % O.I. | 9M 2013* | % O.I. | Change |
|---|---|---|---|---|---|
| Continued Activities: | |||||
| Turnover | 9,165 | 99.50% | 35,517 | 158.90% | -74.20% |
| Change in production | -149 | -1.60% | -15,469 | -69.20% | -99.00% |
| Other operational gains ** | 194 | 2.10% | 2,299 | 10.30% | -91.60% |
| Operational gains and income (O.I.) | 9,211 | 100.00% | 22,346 | 100.00% | -58.80% |
| Cost of goods sold | 21 | 0.20% | 505 | 2.30% | -95.90% |
| External supplies | 6,054 | 65.70% | 5,997 | 26.80% | 0.90% |
| Staff costs | 2,177 | 23.60% | 7,274 | 32.60% | -70.10% |
| Other operational costs | 1,529 | 16.60% | 2,205 | 9.90% | -30.60% |
| EBITDA | -571 | -6.20% | 6,365 | 28.50% | -109.00% |
| Depreciations, provisions and adjustments | 3,084 | 33.50% | 4,365 | 19.50% | -29.30% |
| Operational results from continued activities (EBIT) | -3,655 | -39.70% | 2,000 | 9.00% | -282.80% |
| Gains and losses on associated companies | 7,610 | 82.60% | 12,590 | 56.30% | -39.60% |
| Financial results | -9,058 | -98.30% | -9,863 | -44.10% | -8.20% |
| Earnings before taxes | -5,104 | -55.40% | 4,727 | 21.20% | -208.00% |
| Income tax | -199 | -2.20% | 840 | 3.80% | -123.70% |
| Net earnings from continued activities | -5,303 | -57.60% | 5,567 | 24.90% | -195.30% |
| Net earnings from discontinued activities | -990 | -10.70% | -21,712 | -235.70% | -95.40% |
| Consolidated net earnings | -6,292 | -68.30% | -16,146 | -175.30% | -61.00% |
| Attributable to the Group | -5,484 | -59.50% | -16,029 | -174.00% | -65.80% |
* Restated figures
** No reversals of adjustments accounted below this line
As already mentioned in previous reports, the combination of (i) the Company's interests in the construction area being, since late 2013, expressed at its the fair value and (ii) the cessation of proportional consolidation method in jointly controlled subsidiaries or investments (with the result of these stakes now being accounted by the equity method), determined that the income statement currently reflects a turnover which is restricted nearly to (a) the recognition of real estate activity, (b) management of car parks and (c) energy services, whose subsidiaries, as of September 30, 2014, remained fully consolidated.
| (thousand Euros) | 9M 2014 | % | 9M 2013 (*) | % | Change |
|---|---|---|---|---|---|
| Concessions | 4,589.7 | 50.1% | 4,502.6 | 12.7% | 1.9% |
| Real Estate | 3,716.9 | 40.6% | 23,437.9 | 66.0% | -84.1% |
| Energy | 438.6 | 4.8% | 1,087.3 | 3.1% | -59.7% |
| SDC Investimentos and other | 705.4 | 7.7% | 8,105.2 | 22.8% | -91.3% |
| Consolidation adjustments | -285.4 | -3.1% | -1,616.2 | -4.6% | -82.3% |
| Total | 9,165.2 | 100.0% | 35,516.8 | 100.0% | -74.2% |
(*) Restated
By the end of the first nine months of the year turnover reached 9.2 million Euros (6.5 million Euros by the end of the first half of the year), compared with 35.5 million Euros in the same period of 2013, a figure that was significantly benefited by the real estate sales in Angola related with the Talatona project, amounting to 19.2 million Euros. Is also worth mention that that the "Shared Services" and the supporting staff that, during 2013, still belong to the direct perimeter of the Company, are not part of it in 2014, justifying the turnover's reduction on the heading "SDC Investimentos and other", with the simultaneously reduction in the income statement's heading "Staff costs". The "consolidation adjustments" decrease is also due to the same reason.
The following table shows the EBITDA and EBIT breakdown by business area.
| (thousand Euros) | 9M 2014 | % | Margin | 9M 2013 (*) | % | Margin | Change |
|---|---|---|---|---|---|---|---|
| EBITDA | -570.8 | 100.0% | -6.2% | 6,365.0 | 100.0% | 17.9% | -109.0% |
| Concessions | 910.2 | -159.5% | 19.8% | 686.4 | 10.8% | 15.2% | 32.6% |
| Real Estate | 1,636.9 | -286.8% | 44.0% | 5,811.6 | 91.3% | 24.8% | -71.8% |
| Energia Própria | -422.0 | 73.9% | -96.2% | -539.7 | -8.5% | -49.6% | -21.8% |
| SDC Investimentos and other | -2,957.3 | 518.1% | -419.2% | -443.2 | -7.0% | -5.5% | 567.2% |
| Consolidation adjustments | 261.4 | -45.8% | -91.6% | 849.9 | 13.4% | -52.6% | -69.2% |
| EBIT | -3,655.2 | 100.0% | -39.9% | 2,000.0 | 100.0% | 5.6% | -282.8% |
| Concessions | -1,143.9 | 31.3% | -24.9% | -1,881.4 | -94.1% | -41.8% | -39.2% |
| Real Estate | 726.5 | -19.9% | 19.5% | 4,775.3 | 238.8% | 20.4% | -84.8% |
| Energia Própria | -543.3 | 14.9% | -123.9% | -735.5 | -36.8% | -67.6% | -26.1% |
| SDC Investimentos and other | -2,962.7 | 81.1% | -420.0% | -1,093.0 | -54.7% | -13.5% | 170.8% |
| Consolidation adjustments | 268.1 | -7.3% | -94.0% | 935.4 | 46.8% | -57.9% | -71.3% |
EBITDA and EBIT by Business Area
(*) Restated
EBITDA during the first nine months of 2014 achieved -0.6 million Euros, below the 6.4 million Euros accounted in the same period of the previous year. Furthermore, taking into consideration the depreciation, provision and value adjustments, EBIT amounted to -3.6 million Euros, versus +2.0 million Euros in the same period of the previous year.
The already mentioned effects that influenced turnover also impacted these indicators. Therefore, there were relevant reductions on turnover – and on operational margins' accounting – in the real estate business (transaction of assets of the Talatona project in Angola, in 2013); the heading "SDC Investimentos and other" includes the activity of Company as well as the activity of the remaining stakes in the US market, but no longer includes the "Shares Services" (and also its positive margin contribution, still recorded in 2013).
The heading "gains and losses in associated companies and jointly managed investments", with the already mentioned accounting change, earned a more noticeable expression in the income statement, including the recognition of the Company's proportion stakes in the results of the jointly managed investments, which, before, according to the existing option, were accounted through the proportional consolidation method.
This heading had a positive impact on the first nine months of 2014's results of 7.6 million Euros (versus 12.6 million Euros in the restated accounts of the first nine months of 2013). The following table details the main contributions by participated company.
Gains and losses in associated companies and jointly managed investments
| (thousand Euros) | 9M 2014 | 9M 2013 |
|---|---|---|
| SCUTVIAS - Autoestradas da Beira Interior, S.A. | 6,798.5 | 7,767.0 |
| MRN - Manutenção de Rodovias Nacionais, S.A. | 1,287.7 | 2,192.7 |
| Auto-Estradas XXI - Subconcessionária Transmontana, S.A. | -1,339.0 | 1,212.9 |
| OPERESTRADAS XXI S.A. | 324.8 | 847.0 |
| Other | 537.7 | 570.4 |
| Total | 7,609.7 | 12,590.0 |
During the first nine months of the current year, consolidated financial results accounted to -9.1 million Euros, compared with -9.9 million Euros by the end of the same period in the previous year.
We highlight the net financing cost reduction, amounting to -8.8 million Euros versus -9.8 million Euros in the same period of the previous year, although, on the other hand, in the previous year the capital gains had a positive relevant contribution of 3.4 million Euros5 , without parallel in 2014.
The sum of the costs with collaterals and banking services was 2.9 million Euros, slightly decreasing compared with the 3.2 million Euros of the first nine months of 2013.
In the current year, foreign exchange differences had a positive net contribution to the financial results of 2.6 million Euros (in opposition to a negative contribution of 0.2 million Euros in 2013), which complete the range of the items with most significant contributions to the financial results.
Earnings before taxes (continued activities), from the combination of the above analyzed operational and financial aspects, reveals a net loss of 5.1 million Euros (versus the positive restated figure of 4.7 million Euros in the previous year). Taking into consideration the income taxes, as well as the discontinued activities results, that particularly in 2013 had a substantial negative effect (related with the construction activity), net earnings attributable to the Group reached, in the first nine months of the current year, -5.5 million Euros, considerably less unfavorable that the previous year' figure of -16.0 million Euros.
Net debt reflected on the consolidated financial position statement as of September 30, 2014 was 315.7 million Euros, corresponding to a reduction when compared with the equivalent (restated) figure as of December 31, 2013 of 323.1 million Euros. This evolution was mainly due to the debt repayment in the subsidiary SDC América, Inc.,following Prince' sale.
The nominal debt of the debt contacted by the holding company, SDC Investimentos, SGPS, SA as of September 30, 2014, was 162.5 million Euros, corresponding to financial liabilities that the board of directors aims to be restructured, which is an advance stage of negotiation with the main creditors.
As of September 30, 2014, the Company did not hold any own stocks, a situation unchanged to December 31, 2013 and June 30, 2014.
During the third quarter of 2014, the stock price of SDC Investimentos marginally decreased 1.1% compared with the end of the first half. The stock price closed the period at 0.183 Euros, however recovering from the 0.141 minimum reached during this quarter (also a year's minimum). On a comparable basis, the Portuguese market main index, PSI20, declined 15% in the July-September quarter, with the year-to-date evolution being -12%.
Regarding liquidity, the number of shares traded decreased in this quarter compared with the previous, when the same trend was recorded. On average, were traded 422 thousand shares by trading session, compared with 786 thousand in the second quarter and 1,392 thousand shares in the first quarter. Still, the third quarter's figure surpasses 2013's average number, confirming that 2014's continues to be a strong year to the stock in what concerns liquidity.
| 2014 | 2013 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 3Q | 2Q | 1Q | 2013 | 4Q | 3Q | 2Q | 1Q | 2012 | |
| Stock Price, beginning of the period (Euro) | 0.185 | 0.410 | 0.330 | 0.130 | 0.250 | 0.210 | 0.190 | 0.130 | 0.370 |
| Stock Price, end of the period (Euro) | 0.183 | 0.185 | 0.410 | 0.330 | 0.330 | 0.250 | 0.210 | 0.190 | 0.130 |
| Higher Stock Price (Euro) | 0.231 | 0.410 | 0.590 | 0.390 | 0.390 | 0.290 | 0.250 | 0.290 | 0.440 |
| Lower Stock Price (Euro) | 0.141 | 0.185 | 0.340 | 0.130 | 0.250 | 0.190 | 0.160 | 0.130 | 0.130 |
| Traded shares (thousand shares) | 27,821 | 48,730 | 87,673 | 87,075 | 22,947 | 18,932 | 16,647 | 28,549 | 12,902 |
| Turnover (million Euros) | 4.9 | 14.1 | 43.3 | 21.9 | 7.5 | 4.8 | 3.5 | 6.1 | 2.6 |
| Average traded shares (average; thousand | |||||||||
| shares) | 422 | 786 | 1.392 | 341 | 359 | 287 | 264 | 460 | 50 |
| Average turnover (average; thousand | |||||||||
| Euros) | 74.9 | 226.8 | 687.2 | 85.8 | 117.9 | 72.7 | 55.1 | 97.7 | 10.3 |
Source: NYSE Euronext
Stock Price Evolution and Number of Shares Traded per Session (thousand shares) in 2014
Porto, November 20, 2014
The board of directors,
António Sarmento Gomes Mota, António Manuel Pereira Caldas Castro Henriques, Pedro Gonçalo de Sotto-Mayor de Andrade Santos, Jorge Domingues Grade Mendes, José Manuel Baptista Fino, Jorge Armindo de Carvalho Teixeira, Manuel Fernando de Macedo Alves Monteiro
| (Euro) | ||||
|---|---|---|---|---|
| ASSETS | Notes | 30.9.2014 | 31.12.2013 restated |
31.12.2013 |
| NON CURRENT | ||||
| Goodwill | - | - | 28.128.844 | |
| Intangible assets | 39.928.280 | 40.988.969 | 216.957.192 | |
| 8 and 10 | 39.928.280 | 40.988.969 | 245.086.036 | |
| Fixed tangible assets: | ||||
| Land and buildings | 11 | 65.908.232 | 66.886.366 | 66.886.366 |
| Basic equipment | 11 | 1.230.347 | 1.645.756 | 1.736.062 |
| Other fixed tangible assets | 11 | 443.093 | 514.715 | 1.038.515 |
| 8 | 67.581.672 | 69.046.837 | 69.660.943 | |
| Investment properties | 8 and 12 | 26.515.139 | 26.349.207 | 26.349.207 |
| Associated companies: | ||||
| Financial investments | 7 and 8 | 87.271.530 | 79.152.056 | 9.401.069 |
| Loans | 7 and 8 | 44.691.086 | 64.183.207 | 18.772.421 |
| 131.962.616 | 143.335.264 | 28.173.490 | ||
| Other financial investments | 8 and 13 | 3.647.819 | 3.647.819 | 3.647.819 |
| Other financial assets | 8 and 14 | 38.500.000 | 38.500.001 | 38.500.001 |
| Deferred taxes (assets) | 8 and 29 | 19.886.432 | 20.025.420 | 31.247.787 |
| Accounts receivable | - | - | 346.841.971 | |
| Other non current assets | 8 and 17 | 7.866.000 | 7.866.000 | 7.866.000 |
| Total non current assets | 335.887.958 | 349.759.516 | 797.373.255 | |
| CURRENT | ||||
| Inventories | 8 and 15 | 26.783.610 | 27.087.363 | 27.087.363 |
| Accounts receivable: | ||||
| Customers | 16 | 31.607.449 | 32.299.260 | 32.400.623 |
| Income tax | 454.138 | 851.483 | 3.597.830 | |
| Other accounts receivable | 16 | 25.190.229 | 22.652.900 | 15.365.114 |
| 8 | 57.251.815 | 55.803.643 | 51.363.568 | |
| Other current assets | 8 and 17 | 9.064.465 | 8.843.780 | 13.845.723 |
| Cash, deposits and securities | 8 and 18 | 2.446.185 | 2.212.173 | 51.504.023 |
| Total current assets | 95.546.075 | 93.946.960 | 143.800.677 | |
| Assets held for sale (Prince) | 8 | - | 36.804.379 | 36.804.379 |
| TOTAL ASSETS | 8 | 431.434.033 | 480.510.855 | 977.978.311 |
| (Euro) | ||||
|---|---|---|---|---|
| SHAREHOLDERS' EQUITY AND LIABILITIES | Notes | 30.9.2014 | 31.12.2013 restated |
31.12.2013 |
| SHAREHOLDERS' EQUITY | ||||
| Share capital | 19 | 160.000.000 | 160.000.000 | 160.000.000 |
| Adjustment of parts of capital in subsidiaries, associated companies and jointly managed investments |
2 and 7 | (23.645.300) | (5.874.060) | 1.416.183 |
| Reserves and retained earnings from the continued activities | (123.781.947) | (69.965.429) | (77.255.671) | |
| Reserves from conversion and fair value of assets held for sale (Prince) | - | 767.526 | 767.526 | |
| Net earnings | (5.484.278) | (50.725.951) | (50.725.951) | |
| Equity attributable to the Group | 7.088.475 | 34.202.087 | 34.202.087 | |
| Minorities | (1.321.276) | 8.849 | 8.849 | |
| TOTAL SHAREHOLDERS' EQUITY | 5.767.198 | 34.210.935 | 34.210.935 | |
| LIABILITIES | ||||
| NON CURRENT | ||||
| Provisions | 24 | 1.010.224 | 1.001.387 | 110.197 |
| Loans: | ||||
| Bonds | 20 | 98.666.293 | 98.303.502 | 98.303.502 |
| Bank loans | 20 | 149.427.668 | 162.374.270 | 543.683.670 |
| Other loans | - | - | 23.184.000 | |
| 248.093.961 | 260.677.773 | 665.171.173 | ||
| Accounts payable | 22 | 12.499.213 | 12.848.361 | 10.314.862 |
| Derivatives | 21 | 7.754.200 | 5.446.063 | 32.515.465 |
| Deferred assets (liabilities) | 29 | 5.185.532 | 6.291.306 | 10.648.895 |
| Total non current liabilities | 274.543.131 | 286.264.889 | 718.760.592 | |
| CURRENT | ||||
| Loans: | ||||
| Bank loans | 20 | 69.540.821 | 64.107.474 | 91.938.956 |
| 69.540.821 | 64.107.474 | 91.938.956 | ||
| Accounts payable: | ||||
| Trade creditors | 19.941.894 | 22.779.527 | 34.091.165 | |
| Tangible asstes trade creditors | 720.023 | 801.419 | 812.043 | |
| Advances on sales | 1.996 | 1.996 | 3.229 | |
| Income tax | 6.417.199 | 8.046.801 | 8.173.097 | |
| Other accounts payable | 22 | 27.059.426 54.140.538 |
20.261.894 51.891.638 |
21.549.530 64.629.064 |
| Derivatives | 21 | 2.062.571 | 1.974.023 | 11.896.671 |
| Other current liabilities | 23 | 25.379.775 | 19.077.033 | 33.557.230 |
| Total current liabilities | 151.123.704 | 137.050.168 | 202.021.921 | |
| Liabilities held for sale (Prince) | 8 | - | 22.984.863 | 22.984.863 |
| TOTAL LIABILITIES | 8 | 425.666.835 | 446.299.920 | 943.767.375 |
| TOTAL SHAREHOLDERS' EQUITY + LIABILITIES | 431.434.033 | 480.510.855 | 977.978.311 |
| (Euro) | |||
|---|---|---|---|
| INCOME STATEMENT | Notes | 30.9.2014 | 30.9.2013 restated |
| Continued activities: | |||
| Turnover | 8 | 9.165.217 | 35.516.763 |
| Change in production | (148.834) | (15.469.411) | |
| Other operating income | 26 | 218.992 | 2.309.794 |
| Operating income | 8 | 9.235.375 | 22.357.146 |
| Cost of goods sold | (20.779) | (504.995) | |
| Third party supplies & services | (6.054.133) | (5.997.295) | |
| Staff costs | (2.177.218) | (7.274.076) | |
| Depreciation, amortisation and impairment losses | 8 | (3.077.288) | (4.026.405) |
| Provisions and value adjustments | 8 | (31.955) | (349.750) |
| Other operating costs | 26 | (1.529.221) | (2.204.642) |
| Operating costs | 8 | (12.890.594) | (20.357.163) |
| Operating results from continued activities | 8 | (3.655.219) | 1.999.983 |
| Gains in associated companies | 27 | 9.007.134 | 12.673.460 |
| Losses in associated companies | 27 | (1.397.454) | (83.487) |
| Gains and losses in associated companies | 8 and 27 | 7.609.680 | 12.589.973 |
| Interest received | 8 and 28 | 1.800.125 | 4.670.843 |
| Interest paid | 8 and 28 | (10.569.529) | (14.519.896) |
| Net financing costs | (8.769.404) | (9.849.053) | |
| Income and capital gains in stakes held | 28 | 37.815 | 3.429.061 |
| Other financial income | 28 | 3.118.073 | 766.869 |
| Other financial costs | 28 | (3.444.766) | (4.210.075) |
| Other financial income & costs | 8 | (288.879) | (14.145) |
| Financial results | 28 | (9.058.283) | (9.863.198) |
| Earnings before taxes | (5.103.822) | 4.726.758 | |
| Income tax | 8 and 29 | (198.916) | 839.909 |
| Net earnings from continued activities | 8 | (5.302.738) | 5.566.666 |
| Net earnings from discontinued activities | 8 | (989.711) | (21.712.387) |
| Net earnings | (6.292.449) | (16.145.721) | |
| Attributable to the Group | 8 and 30 | (5.484.278) | (16.028.900) |
| Minorities | 8 | (808.171) | (116.821) |
| Earnings per share of the continued activities: | |||
| Basic | 30 | (0,028) | 0,036 |
| Diluted | (0,028) | 0,036 | |
| Earnings per share : | |||
| Basic | 30 | (0,034) | (0,100) |
| Diluted | (0,034) | (0,100) |
| (Euro) | ||
|---|---|---|
| Third Quarter | Third Quarter | |
| 2014 | 2013 | |
| Continued activities: | ||
| Turnover | 2.622.108 | 5.938.792 |
| Change in production | 628 | (254.976) |
| Other operating income | 71.172 | 396.229 |
| Operating income | 2.693.909 | 6.080.046 |
| Cost of goods sold | (2.988) | (407.613) |
| Third party supplies & services | (2.028.171) | (2.226.403) |
| Staff costs | (564.043) | (2.087.017) |
| Depreciation, amortisation and impairment losses | (1.015.044) | (1.355.185) |
| Provisions and value adjustments | (868) | (141.444) |
| Other operating costs | (347.099) | (421.746) |
| Operating costs | (3.958.213) | (6.639.409) |
| Operating results from continued activities | (1.264.304) | (559.363) |
| Gains in associated companies | 3.228.822 | 4.601.036 |
| Losses in associated companies | (575.603) | 15.254 |
| Gains and losses in associated companies | 2.653.218 | 4.616.290 |
| Interest received | 596.960 | 847.286 |
| Interest paid | (3.290.134) | (3.633.970) |
| Net financing costs | (2.693.174) | (2.786.684) |
| Income and capital gains in stakes held | 603 | 1.043.834 |
| Other financial income | 2.632.887 | 371.914 |
| Other financial costs | (885.587) | (2.136.622) |
| Other financial income & costs | 1.747.903 | (720.874) |
| Financial results | (945.271) | (3.507.558) |
| Earnings before taxes | 443.643 | 549.369 |
| Income tax | 229.254 | 1.001.520 |
| Net earnings from continued activities | 672.897 | 1.550.889 |
| Net earnings from discontinued activities | - | (8.431.044) |
| Net earnings | 672.897 | (6.880.155) |
| Attributable to the Group | 1.034.171 | (6.791.265) |
| Minorities | (361.274) | (88.891) |
| Earnings per share | 0,004 | (0,043) |
| (Euro) | ||||
|---|---|---|---|---|
| Notes | 30.9.2014 | 30.9.2013 restated |
30.9.2013 | |
| Consolidated net earnings for the period | (6.292.449) | (16.145.721) | (16.145.721) | |
| Other comprehensive income: | ||||
| Exchange difference stemming from transposition of financial | ||||
| statements expressed in foreign currencies | (2.571.474) | (1.774.673) | (1.805.293) | |
| Transfer of reserves of foreign exchange deviation by transfer to results from discontinued activities and held for sale (Prince) |
- | - | ||
| Change on fair value of derivatives | 19 | (2.396.685) | 4.019.936 | 19.866.289 |
| Change on deferred taxes of derivatives | 19 | 564.053 | (1.021.329) | (5.321.402) |
| Adjustments in investment consolidated by equity method | 7 | (17.771.240) | 11.506.289 | (9.371) |
| Other variations | (158) | (26.579) | (26.579) | |
| Total comprehensive income for the period | (28.467.952) | (3.442.076) | (3.442.076) | |
| Attributable: | ||||
| to mi nori ti es |
(1.331.237) | (183.887) | (183.887) | |
| to the Group | (27.136.715) | (3.258.189) | (3.258.189) |
| Third Quarter 2014 |
Third Quarter 2013 |
|
|---|---|---|
| Consolidated net earnings for the period | 672.897 | (6.880.156) |
| Other comprehensive income: | ||
| Exchange difference stemming from transposition of financial | ||
| statements expressed in foreign currencies | (2.492.133) | (1.882.531) |
| Change on fair value of derivatives | (526.219) 0 |
16.228.907 0 |
| Change on deferred taxes of derivatives | 122.214 0 |
(4.396.364) |
| Adjustments in investment consolidated by equity method | (4.292.303) 0 |
(10.655.254) |
| Other variations | - | (12.371) |
| Total comprehensive income for the period | (6.515.543) | (7.597.768) |
| Attributable: | ||
| to mi nori ti es |
(837.540) | (170.013) |
| to the Group | (5.678.003) | (7.427.755) |
| (Euro) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notas Equity capital Own shares | Reserves and retained earnings |
Reserves for foreign exchange |
Reserves from hedging derivatives |
Capital adjustements in associated companies |
Other | Equity attributable to shareholders |
Minorities Total equity | ||||
| Balance as of 1.1.2014 | 19 | 160.000.000 | - | (105.533.176) | 2.275.332 | (24.076.833) | 1.416.183 120.580 | 34.202.086 | 8.849 34.210.935 | ||
| Effects from 2013's restatement | - | - | (11.256.129) | 122.127 | 18.424.244 | (7.290.242) | - | - | - | - | |
| Dividends | - | - | - | - | - | - | - | - | - | - | |
| Own shares | - | - | - | - | - | - | - | - | - | - | |
| Other | - | - | 1.643.172 (1.620.069) | - | - | - | 23.103 | 1.112 | 24.215 | ||
| Integrated consolidated earnings 7 and 19 | - | - | (5.484.278) (2.048.407) | (1.832.632) | (17.771.240) | (158) | (27.136.715) (1.331.237) (28.467.952) | ||||
| Balance as of 30.9.2014 | 160.000.000 | - | (120.630.411) (1.271.017) | (7.485.221) | (23.645.299) 120.422 | 7.088.474 (1.321.276) | 5.767.198 |
| Equity capital Own shares | Reserves and retained earnings |
Reserves for foreign exchange |
Reserves from hedging derivatives |
Capital adjustements in associated companies |
Other | Equity attributable to shareholders |
Minorities Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of 1.1.2013 | 160.000.000 | (172.526) | (54.644.827) (1.887.152) | (52.598.724) | 344.730 (109.422) | 50.932.079 2.276.539 53.208.618 | ||||
| Effects from 2013's restatement | - | - | (8.927.247) | 67.425 | 41.039.023 | (32.179.200) | - | - | - | |
| Dividends | - | - | - | - | - | - | - | - | - | - |
| Own shares | - | 172.526 | (91.359) | - | - | - | - | 81.167 | - | 81.167 |
| Other | - | - | (71.039) | 49.306 | - | - | - | (21.733) | (161.067) | (182.800) |
| Integrated consolidated earnings | - | - | (16.028.900) (1.707.606) | 2.998.607 | 11.506.289 | (26.579) | (3.258.189) | (183.887) | (3.442.076) | |
| Balance as of 30.9.2013 retated | 160.000.000 | - | (79.763.372) (3.478.027) | (8.561.094) | (20.328.181) (136.001) | 47.733.324 | 1.931.584 | 49.664.908 |
| Equity capital Own shares | Reserves and retained earnings |
Reserves for foreign exchange |
Reserves from hedging derivatives |
Capital adjustements in associated companies |
Other | Equity attributable to shareholders |
Minorities Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of 1.1.2013 | 160.000.000 | (172.526) | (54.644.827) (1.887.152) | (52.598.724) | 344.730 (109.422) | 50.932.079 2.276.539 53.208.618 | ||||
| Dividends | - | - | - | - | - | - | - | - | - | - |
| Own shares | - | 172.526 | (91.359) | - | - | - | - | 81.167 | - | 81.167 |
| Other | - | - | (71.039) | 49.306 | - | - | - | (21.733) | (161.067) | (182.800) |
| Integrated consolidated earnings | - | - | (16.028.900) (1.738.227) | 14.544.888 | (9.371) | (26.579) | (3.258.189) | (183.887) | (3.442.076) | |
| Balance as of 30.9.2013 | 160.000.000 | - | (70.836.125) (3.576.073) | (38.053.836) | 335.359 (136.001) | 47.733.324 | 1.931.584 | 49.664.908 |
| (Euro) | ||||||
|---|---|---|---|---|---|---|
| 30.9.2014 | 30.9.2013 restated | Third Quarter 2014 | ||||
| Operating activities: | ||||||
| Receipts from customers | 14.119.864 | 31.463.450 | 5.791.869 | |||
| Payments to suppliers | (9.676.897) | (7.350.402) | (3.455.197) | |||
| Payments to staff | (2.426.001) | (6.694.405) | (1.142.103) | |||
| 2.016.966 | 17.418.643 | 1.194.569 | ||||
| Payments/ receipts of income tax | (1.745.916) | (153.036) | (661.232) | |||
| Other payments/ receipts related with oper. activities | 406.095 | (8.518.285) | (2.379.191) | |||
| (1.339.821) | (8.671.321) | (3.040.423) | ||||
| Cash flow from operational activities | 677.145 | 8.747.322 | (1.845.854) | |||
| Investment activities: | ||||||
| Receipts from: | ||||||
| Financial investments | 13.550.291 | 3.675.110 | 498.465 | |||
| Loans granted | - | 1.998.608 | - | |||
| Fixed tangible assets | 5.125 | 448 | - | |||
| Dividends | 40.531 | 13.595.947 | 2.388.188 | 8.062.355 | - | 498.465 |
| Payments related with: | ||||||
| Financial investments | 480.063 | 9.590.269 | - | |||
| Loans granted | 265.000 | 3.464.802 | 265.000 | |||
| Fixed tangible assets | 159.545 | 29.501 | 14.163 | |||
| Intangible assets | - | 904.608 | - | 13.084.571 | - | 279.163 |
| Cash flow from investment activities | 12.691.339 | (5.022.216) | 219.303 | |||
| Financing activities: | ||||||
| Receipts from: | ||||||
| Loans | 5.038.914 | 328.868.907 | 3.184.571 | |||
| Sale of own shares | - | 81.167 | - | |||
| Interest received | 659 | 5.039.573 | 1.416.766 | 330.366.840 | 32 | 3.184.603 |
| Payments related with: | ||||||
| Loans | 16.150.344 | 324.538.171 | 2.884.482 | |||
| Amortisations of financial leasing contracts | 98.801 | 407.391 | 23.433 | |||
| Interest paid | 2.580.019 | 11.830.254 | 623.261 | |||
| Acquisition of own shares | - | 116 | - | |||
| Cash flow from financing activities | - | 18.829.165 | - | 336.775.931 | - | 3.531.176 |
| (13.789.591) | (6.409.092) | (346.573) | ||||
| Change in cash and cash equivalents | (421.107) | (2.683.987) | (1.973.125) | |||
| Effect of foreign exchange differences | 222.174 | (132.405) | 1.172.288 | |||
| Effect of changes in participations | - | 8.536.087 | - | |||
| Cash and cash equivalents at the beginning of the period | 1.409.123 | 73.272.076 | 2.011.026 | |||
| Effect from the discontinued activies | - | (69.615.279) | - | |||
| Cash and cash equivalents at the end of the period | 1.210.190 | 9.376.493 | 1.210.190 |
Acquisitions, underwriting, capital increases and changes in shareholdings
| Cash flow from investments | 30.9.2014 | 30.9.2013 |
|---|---|---|
| Received from financial investments and loans: | ||
| - sale of the participation in the company "Prince Contracting, LLC." | 12,397,679 | - |
| - sale of the participation in the company "Hotti-Angola Hoteis, S.A." | 1,058,305 | - |
| - sale of the participation in the company "Sustentável Desafio - Produção de Energia, Lda." | 94,307 | - |
| - sale of the participation in the company "Global Azoague, S.L." | - | 401,800 |
| - sale of the participation in the company "Hotti-Angola Hoteis, S.A." | - | 1,423,160 |
| - sale of the participation in the company "Imokandandu Lda." | - | 19,680 |
| - devolução dos "aportes extraordinários de capital" na sociedade "Autopistas Del Valle, S.A." | - | 1,830,471 |
| - loans granted to the company "Soares da Costa Construção, SGPS S.A." | - | 1,487,264 |
| - loans granted to the company "Clear - Instalações Electromecânicas, S.A." | - | 511,344 |
| 13,550,291 | 5,673,719 | |
| Payments relating to investments and loans: | ||
| - shareholders' loans in the company "Estradas do Zambeze, SA." | 300,063 | - |
| - shareholders' loans in the company "Metropolitan Transportation Solutions, Ltd." | 180,000 | 4,448,000 |
| - supplementary capital in the company "Elos - Ligações de Alta Velocidade, S.A." | - | 2,156,157 |
| - shareholders' equity in the company "self Energy Angola, Lda" | - | 37,203 |
| - shareholders' loans in the company "Sustentável Desafio - Produção de Energia, Lda." | - | 57,924 |
| - shareholders' loans in the company "Sustentável Desafio - Produção de Energia, Lda." | - | 2,887,819 |
| - loans granted to the company "Soares da Costa Construção, SGPS S.A." | 265,000 | 1,760,481 |
| - loans granted to the company "Clear - Instalações Electromecânicas, S.A." | - | 1,704,120 |
| - other | - | 3,366 |
| 745,063 | 13,055,071 |
| 30.9.2014 | 31.12.2013 | |
|---|---|---|
| Cash | 38,994 | 40,755 |
| Bank deposits, immediatly available | 2,407,191 | 2,171,418 |
| Bank overdrafts | (1,235,996) | (803,050) |
| Cash and equivalents in the cashflow statement | 1,210,190 | 1,409,123 |
| Bank overdrafts | 1,235,996 | 803,050 |
| Cash and equivalents in the financial position statement | 2,446,185 | 2,212,173 |
Proceeds by cash and cash equivalents of dividends totaling 51,000 Dollars, equivalent to 40 531 Euros, paid by the company "Autopistas Del Valle, SA" to "SDC Concessiones Costa Rica."
The company currently named SDC INVESTIMENTOS, SGPS, SA ("Company") was incorporated on 2 June 1944, under the name "Soares da Costa, Lda.", a limited company that has been changed into a public company by deed of 1 May 1968, also changing its denomination to "Sociedade de Construções Soares da Costa, S.A.".
As of 30 December 2002, after a Group re-organisation process, the company assumed its current name and changed its mission into the "management of shareholdings as an indirect way to develop economic activities", developing its activity in the construction, real estate and concessions of infrastructures (transport, parking, water and energy) areas.
As concluded by February 12, 2014 the capitalization operation of the construction business area, announced on 13 August 13 2013 and 26 November 26 2013, under the terms releases on those dates, and completed a capital increase of the subsidiary Soares da Costa Construção amounting to 70 million Euros by the investor GAM Holdings, SA. On that date, started the strategic partnership and the shareholders' agreement between SDC- Investimentos, SGPS, SA (prior Grupo Soares da Costa, SGPS, SA) and GAM Holdings, SA. The participation of SDC Investimentos on Soares da Costa Construção, SGPS, SA (33.33%) is accounted as a financial investment measured at its fair value (please see note 14).
In addition, the activity of the company Prince Contracting, LLC (construction business segment in the US market) was also considered in 2013 as a discontinued operational unit, as a consequence of the sale process that was completed in 15 May, 2014, and under the terms announced on 22 April 2014.
By deliberation of the ordinary general meeting of shareholders held on 27 May 27 2014, the Company designation was changed to SDC – Investimentos, SGPS, SA
The current share structure of the Group is represented in the annexed diagram, including this structure the so called "SDC Investimentos Group".
The full list of the companies included in the Group's consolidation perimeter and the consolidation methods applied are detailed in the following notes.
Figures mentioned in the Notes are in Euros, unless otherwise indicated.
The financial statements were not audited.
The interim consolidated financial statements for the nine months ended 30 September 30 2014 were prepared in accordance with the provisions of International Accounting Standard 34 - Interim Financial Reporting.
The consolidated financial statements assume the Company's continuity and were compiled from the accounting records of the companies included in consolidation, which were kept according to the accounting principles accepted in Portugal, and adjusted in the consolidation process to ensure that the consolidated financial statements comply with International Standards on Financial Reporting as adopted in the European Union, in force for the financial year starting at 1 January 2005, from which date the Company began applying IAS/IFRS.
We highlights the effects of the IFRS11 – referring to the financial report of the jointly managed investments – that led to the restatement of the 2013's financial statements, reflecting the accounting of the Group's participations in jointly managed entities, namely from the motorway concessions segment, by the equity method, instead of the proportional consolation method. The key impacts in the consolidated financial statements in 2013 can be summarized as follows:
| A S S E T S | 2013 restated | change effects (equity consolidation) |
2013 released |
|---|---|---|---|
| NON CURRENT | |||
| Goodwill | - | 28,128,844 | 28,128,844 |
| Intangible assets | 40,988,969 | 175,968,223 | 216,957,192 |
| 40,988,969 | 204,097,067 | 245,086,036 | |
| Fixed tangible assets: | |||
| Lands and buildings | 66,886,366 | - | 66,886,366 |
| Basic equipment | 1,645,756 | 90,306 | 1,736,062 |
| Other fixed tangible assets | 514,715 69,046,837 |
523,800 614,106 |
1,038,515 69,660,943 |
| Investment properties | 26,349,207 | - | 26,349,207 |
| Associated companies: | |||
| Financial investments | 79,152,055 | (69,750,986) | 9,401,069 |
| Loans | 64,183,207 | (45,410,787) | 18,772,421 |
| 143,335,263 | (115,161,773) | 28,173,490 | |
| Other financial investments | 3,647,819 | - | 3,647,819 |
| Other financial assets | 38,500,001 | - | 38,500,001 |
| Deferred taxes (assets) | 20,025,420 | 11,222,367 | 31,247,787 |
| Accounts receivable | - | 346,841,971 | 346,841,971 |
| Other non current assets | 7,866,000 | - | 7,866,000 |
| Total non current assets | 349,759,516 | 447,613,739 | 797,373,255 |
| CURRENT | |||
| Inventories | 27,087,363 | - | 27,087,363 |
| Accounts receivable: | |||
| Customers | 32,299,260 | 101,363 | 32,400,623 |
| Income tax | 851,483 | 2,746,347 | 3,597,830 |
| Other accounts receivable | 22,652,900 | (7,287,786) | 15,365,114 |
| 55,803,643 | (4,440,076) | 51,363,568 | |
| Other current assets | 8,843,780 | 5,001,943 | 13,845,723 |
| Cash and equivalents | 2,212,173 | 49,291,850 | 51,504,023 |
| Total current assets | 93,946,960 | 49,853,717 | 143,800,677 |
| Assets held for sale (Prince) | 36,804,379 | - | 36,804,379 |
| TOTAL ASSETS | 480,510,855 | 497,467,456 | 977,978,311 |
| SHAREHOLDERS' EQUITY AND LIABILITIES | 2013 restated | change effects (equity consolidation) |
2013 released |
|---|---|---|---|
| SHAREHOLDERS' EQUITY | |||
| Share capital | 160,000,000 | - | 160,000,000 |
| Adjustment of parts of capital in subsidiaries, associated companies and | (5,874,060) | (7,290,242) | 1,416,183 |
| jointly managed investments Reserves and retained earnings from the continued activities |
(69,965,429) | (77,255,671) | |
| Reserves from conversion and fair value of assets held for sale (Prince) | 767,526 | 7,290,242 - |
767,526 |
| Net earnings | (50,725,951) | (50,725,951) | |
| Equity attributable to the Group | 34,202,087 | - | 34,202,087 |
| Minorities | 8,849 | - | 8,849 |
| TOTAL SHAREHOLDERS' EQUITY | 34,210,935 | - | 34,210,935 |
| LIABILITIES | |||
| NON CURRENT | |||
| Provisions | 1,001,387 | (891,190) | 110,197 |
| Loans: | |||
| Bonds | 98,303,502 | - | 98,303,502 |
| Bank loans | 162,374,270 | 381,309,400 | 543,683,670 |
| Other loans | - | 23,184,000 | 23,184,000 |
| 260,677,773 | 404,493,400 | 665,171,173 | |
| Accounts payable | 12,848,361 | (2,533,500) | 10,314,862 |
| Derivatives | 5,446,063 | 27,069,402 | 32,515,465 |
| Deferred assets (liabilities) | 6,291,306 | 4,357,590 | 10,648,895 |
| Total non current liabilities | 286,264,889 | 432,495,702 | 718,760,592 |
| CURRENT | |||
| Loans: | |||
| Bank loans | 64,107,474 | 27,831,482 | 91,938,956 |
| 64,107,474 | 27,831,482 | 91,938,956 | |
| Accounts payable: | |||
| Trade creditors | 22,779,527 | 11,311,638 | 34,091,165 |
| Tangible asstes trade creditors | 801,419 | 10,623 | 812,043 |
| Advances on sales | 1,996 | 1,233 | 3,229 |
| Income tax | 8,046,801 | 126,296 | 8,173,097 |
| Other accounts payable | 20,261,894 | 1,287,636 | 21,549,530 |
| 51,891,638 | 12,737,426 | 64,629,064 | |
| Derivatives | 1,974,023 | 9,922,648 | 11,896,671 |
| Other current liabilities | 19,077,033 | 14,480,198 | 33,557,230 |
| Total current liabilities | 137,050,168 | 64,971,753 | 202,021,921 |
| Liabilities held for sale (Prince) | 22,984,863 | - | 22,984,863 |
| TOTAL LIABILITIES | 446,299,920 | 497,467,456 | 943,767,375 |
| TOTAL SHAREHOLDERS' EQUITY + LIABILITIES | 480,510,855 | 497,467,456 | 977,978,311 |
The following notes were selected to contribute to understanding the most significant changes of the Group's consolidated financial position and performance against the latest date for annual reporting at 31 December 2013.
The accounting policies applied in the preparation of these consolidated financial statements are consistent with those used in preparing the financial statements for the year ended 31 December 2013, except for changes introduced by IFRS11, as described in the previous note. Thus, the note 2.2 - Basis of consolidation, b), shall have the following wording:
"b) Jointly controlled companies - Equity method :
From 2014 onwards, the investments in jointly controlled entities are now recognized in the consolidated financial statements under the equity method. Under this method, investments are recorded at their acquisition cost, adjusted for the share of the Group's comprehensive income value (including net income) of these companies for consideration of comprehensive income of the Group or the profit or loss for the year , as applicable, and dividends received, net of any accumulated impairment losses.
The excess of the cost of acquisition over the fair value of identifiable assets and liabilities at the date of acquisition is recognized as "Goodwill" (Note 2.2.d) and maintained in the amount of the investment. If the difference between the acquisition cost and the fair value of assets and liabilities acquired is negative, it is recognized as income for the year after reassessment of the fair value acquired.
An assessment of investments in jointly controlled companies is performed when there are indications that the asset may be impaired, and recorded as an expense in the income statement impairment losses that can be shown to exist. When the impairment losses recognized in prior years no longer exist are subject to reversal.
When the Group's share of losses of the jointly controlled company exceeds the value of the investment is registered, the investment is reported at nil value, unless the Group has assumed commitments to the subsidiary.
Unrealised gains on transactions with jointly controlled entities are eliminated in proportion to the Group's interest in those entities against the investment in the same entity. Unrealised losses are eliminated similarly but only to the extent that the loss does not show that the transferred asset is impaired."
In preparing the attached financial statements, judgments, estimates and various assumptions have been made which affect the amounts shown for assets and liabilities, as well as those for income and expenses of the period. All the estimates and assumptions made by the board of directors are determined based on the best information available as at the date of approval of the consolidated financial statements and the ongoing transactions.
The board of directors believes that the consolidated and appended the following notes statements give a fair presentation of the consolidated financial information.
The exchange rates used to convert the accounts of foreign group companies, jointly controlled companies or associated companies to Euros were the following:
| FX rate as at | Average FX | FX rate as at | Average FX | ||
|---|---|---|---|---|---|
| 30.9.2014 | Third Quarter 2013 | 30.9.2014 | Third Quarter 2013 | ||
| US Dollar | EUR/USD | 1.2583 | 1.3487 | 1.3791 | 1.3184 |
| Mozambique Metical | EUR/MZN | 39.225 | 42.099 | 41.355 | 39.702 |
| S. Tomé and Príncipe Dobra | EUR/STD | 24,500 | 24,500 | 24,500 | 24,500 |
| Angola Kwanza | EUR/AOA | 123.82 | 131.71 | 134.51 | 126.88 |
| Israel Shekel | EUR/ILS | 4.6474 | 4.7279 | 4.7880 | 4.7892 |
Group companies and entities included in the consolidation using the full consolidation method, their head offices and percentage of share capital held as at 30 September 2014 and 31 December 2013 were as follows:
| 30.9.2014 | 31.12.2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Percentage of Capital Held | Percentage of Capital Held | |||||||
| Company Name | Head offices | Directly | Indirectly | Total | Directly | Indirectly | Total | |
| SDC - INVESTIMENTOS, SGPS, S.A. |
Rua Santos Pousada, nº 220 4000-478 Porto |
Holding company |
- | - | Holding company |
- | - | |
| Soares da Costa América, Inc. | 7270 N.W. 12 TH Street, Suite PH3 - Miami - Florida - 33126 US |
100.00% | - | 100.00% | 100.00% | - | 100.00% | |
| Prince Contracting, LLC 1 e 2 | 10210 Highland Manor Dr - Suite 110, Tampa, Florida 33610 – US |
- | - | - | - | 100.00% | 100.00% | |
| Porto Construction Group, LLC | 7270 N.W. 12 TH Street, Suite #207 - Miami - Florida - 33126 US |
- | 60.00% | 60.00% | - | 60.00% | 60.00% | |
| Soares da Costa Construction Services, LLC |
751 Park of Comm. Drive, Suite #108 - Boca Raton - Florida - 33487 US |
- | 80.00% | 80.00% | - | 80.00% | 80.00% | |
| Soares da Costa CS, LLC | 6205 Blue Lagoon Drive, Suite 310 - Miami - Florida - 33126 US |
- | 80.00% | 80.00% | - | 80.00% | 80.00% | |
| Soares da Costa Contractor, LLC | 7270 N.W. 12 TH Street, Suite PH3 - Miami - Florida - 33126 US |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| Energia Própria | ||||||||
| Energia Própria, S.A. | Estrada de Talaíde, lote 27, Talaíde 2785-734 S. Domingos de Rana |
57.26% | - | 57.26% | 57.26% | - | 57.26% | |
| Self Energy Uk 3 | Southbank Technopark, 90 London Road, London, SE1 6LN |
- | - | - | - | 78.10% | 78.10% | |
| Self Energy Engineering & Innovation, S.A. |
Rua de Fundões 151 Centro Empresarial e Tecnológico 3700-121 São João da Madeira |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| Construction 1 and 4 | ||||||||
| Soares da Costa Construção SGPS, S.A. |
Rua Santos Pousada, nº 220 4000-478 Porto |
33.33% | - | 33.33% | 100.00% | - | 100.00% | |
| Real estate | ||||||||
| SDC IMOBILIÁRIA, SGPS, S.A. | Rua Santos Pousada, nº 220 4000-478 Porto |
100.00% | - | 100.00% | 100.00% | - | 100.00% | |
| CIAGEST - Imobiliária e Gestão, S.A. |
Rua Santos Pousada, nº 220 4000-478 Porto |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| Mercados Novos - Imóveis Comerciais, Lda. |
Rua Santos Pousada, nº 220 4000-478 Porto |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| SOARTA - SOCIEDADE IMOBILIÁRIA , S.A |
Rua Santos Pousada, nº 220 4000-478 Porto |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| HABITOP - Sociedade Imobiliária, S.A. |
Rua Santos Pousada, nº 220 4000-478 Porto |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| Soares da Costa Imobiliária, Lda. | Estrada Farol das Lagostas Município da Sambízanga, C. do N'Golakiluange - Luanda |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| Cais da Fontinha - Investimentos Imobiliários, S.A. |
Rua Santos Pousada, nº 220 4000-478 Porto |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| NAVEGAIA - Instalações Industriais, S.A. |
Rua Santos Pousada, nº 220 4000-478 Porto |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| IMOSEDE, Lda | Rua Conego Manuel das Neves Casa nº 19 - Luanda |
- | 98.00% | 98.00% | - | 98.00% | 98.00% |
| 30.9.2014 | 31.12.2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Percentage of Capital Held | Percentage of Capital Held | |||||||
| Company Name | Head offices | Directly | Indirectly | Total | Directly | Indirectly | Total | |
| Costa Sul Sociedade de Promoção Imobiliária, Lda |
Rua Conego Manuel das Neves Casa nº 19 - Luanda |
- | 98.00% | 98.00% | - | 98.00% | 98.00% | |
| IMOSDC - Investimentos, Lda | Rua Cónego Manuel das Neves, 19 Luanda |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| TESC - Produtos Tecnológicos, Lda |
Rua Cónego Manuel das Neves, 19 Luanda |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| Talatona Imobiliária, Lda | Rua Cónego Manuel das Neves, 19 Luanda - Angola |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| Concessions | ||||||||
| SDC - CONCESSÕES, SGPS, S.A. | Rua Santos Pousada, nº 220 4000-478 Porto |
100.00% | - | 100.00% | 100.00% | - | 100.00% | |
| Soares da Costa Concesiones - Costa Rica, S.A. |
100 Est,200 Sul, 50 Oest - H. de La Mujer - San José - Costa Rica |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| COSTAPARQUES - Estacionamentos, S.A. |
Rua Santos Pousada, nº 220 4000-478 Porto |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| C.P.E. - Companhia de Parque de Estacionamento, S.A. |
Rua Julieta Ferrão, nº 12, 14º 1649 Lisboa |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| Intevias - Serviços e Gestão, S.A. | Rua Santos Pousada, nº 220 4000-478 Porto |
- | 100.00% | 100.00% | - | 100.00% | 100.00% | |
| Hidroequador Santomense - Exploração de Centrais Hidroeléctricas, Lda. |
Av. Repatriamento dos Poveiros, nº 67, Edifício Cecominsa, Póvoa de Varzim |
- | 75.00% | 75.00% | - | 75.00% | 75.00% | |
| Hidroeléctrica STP, Limitada | Avenida Água Grande, São Tomé - S. Tomé e Príncipe |
- | 45.00% | 45.00% | - | 45.00% | 45.00% | |
| Soares da Costa Hidroenergia, S.A. |
Rua Santos Pousada, nº 220 4000-478 Porto |
- | 75.00% | 75.00% | - | 75.00% | 75.00% | |
| Soares da Costa Hidroenergia 1T, Lda. |
Rua Santos Pousada, nº 220 4000-478 Porto |
- | 75.05% | 75.05% | - | 75.05% | 75.05% | |
| Soares da Costa Hidroenergia 4T, Lda. |
Rua Santos Pousada, nº 220 4000-478 Porto |
- | 75.05% | 75.05% | - | 75.05% | 75.05% | |
| Soares da Costa Hidroenergia 8C, Lda. |
Rua Santos Pousada, nº 220 4000-478 Porto |
- | 75.05% | 75.05% | - | 75.05% | 75.05% | |
| Soares da Costa Hidroenergia 8T, Lda. |
Rua Santos Pousada, nº 220 4000-478 Porto |
- | 75.05% | 75.05% | - | 75.05% | 75.05% | |
| Soares da Costa Concessions USA, Inc. |
7270 NW 12 Street, Suite 860, Miami, Florida 33126 US |
- | - | - | - | 100.00% | 100.00% |
1 Discontinued in 2013; 2Sale concluded during the second quarter of 2014; 3 Sale concluded during the first quarter of 2014; 4 Financial investment valued at its fair value (please see Note 14)
During the period ended 30 September 30 2014 the following changes occurred in the companies included in the consolidation by the full consolidation method:
The jointly controlled companies and entities included in the consolidation by the equity method, their head offices and percentage of share capital owned, as at 30 September 2014 and 31 December 2013, were as follows:
| 30.9.2014 | 31.12.2013 | ||||||
|---|---|---|---|---|---|---|---|
| Percentage of Capital Held | Percentage of Capital Held | ||||||
| Company Name | Head offices | Directly | Indirec tly |
Total | Directly | Indirec tly |
Total |
| Energia Própria | |||||||
| Self Energy Moçambique, S.A. | Avenida Kenneth Kaunda, nº 403 Maputo – Moçambique |
- | 45.00% | 45.00% | - | 45.00% | 45.00% |
| UTE Efacec – Self Energy, Ley 18/1982 | Avenida de la Industria 4, Edf. 1, 2-2C 28108 Alcobendas - Madrid |
- | 50.00% | 50.00% | - | 50.00% | 50.00% |
| Sustentável Desafio - Produção de Energia LDA. |
Avenida do Forte, nº 8, fracção P1, Carnaxide - Oeiras |
- | - | - | - | 35.00% | 35.00% |
| Real estate | |||||||
| Self-Energy Angola, Lda | Rua Cônego Manuel das Neves, casa 19, Bairro Patrice Lumumba - Angola |
- | 49.00% | 49.00% | - | 49.00% | 49.00% |
| Concessions | |||||||
| companies and entities jointly managed: SCUTVIAS - Autoestradas da Beira |
|||||||
| Interior, S.A. | Praça de Alvalade nº 6 7º Andar Lisboa | - | 33.33% | 33.33% | - | 33.33% | 33.33% |
| OPERESTRADAS XXI, S.A. | Rua Santos Pousada, nº 220 4000-478 Porto |
- | 46.00% | 46.00% | - | 46.00% | 46.00% |
| Exproestradas XXI - AE Transmontana, S.A. |
Rua Santos Pousada, nº 220 4000-478 Porto |
- | 49.9996 % |
49.9996 % |
- | 49.9996 % |
49.9996 % |
| Auto-Estradas XXI - Subconcessionária, S.A. |
Rua Santos Pousada, nº 220 4000-478 Porto |
- | 46.00% | 46.00% | - | 46.00% | 46.00% |
| Estradas do Zambeze, S.A. | Distrito Urbano 1, Bairro Central, Av. Ho Chi Min nº 1178, 2º andar, Maputo - Mozambique |
- | 40.00% | 40.00% | - | 40.00% | 40.00% |
| Operadora das Estradas do Zambeze, S.A. |
Distrito Urbano 1, Bairro Central, Av. Ho Chi Min nº 1178, 2º andar, Maputo - Moçambique |
- | 40.00% | 40.00% | - | 40.00% | 40.00% |
| MRN - Manutenção de Rodovias Nacionais, S.A. |
Av. 12 de Novembro, nº 42, 1º Direito 6005-001 Alcains - Castelo Branco |
- | 33.33% | 33.33% | - | 33.33% | 33.33% |
| Portvias - Portagem de Vias, S.A. | Avenida 12 de Novembro, 42, 1º Dto, 6005 001 Alcains - Castelo Branco |
- | 33.33% | 33.33% | - | 33.33% | 33.33% |
| associated companies: | |||||||
| Metropolitan Transportation Solutions, Ltd. |
14 Hamelecha Street, Park Afek, Rosh Haya'in Israel |
- | 20.00% | 20.00% | - | 20.00% | 20.00% |
| GAYAEXPLOR - Construção e Exploração de Parques de Estacionamento, Lda. |
Rua Santos Pousada, nº 220 4000-478 Porto |
- | 25.00% | 25.00% | - | 25.00% | 25.00% |
| INDÁQUA - Indústria e Gestão de Águas, S.A. |
Rua Antero de Quental, 221-3º Sala 303 - 4455-586 Perafita |
- | 28.57% | 28.57% | - | 28.57% | 28.57% |
| INDÁQUA MATOSINHOS - Gestão de Águas de Matosinhos, S.A. |
Rua 1º de Maio, nº 273 4451-956 Matosinhos |
- | 28.14% | 28.14% | - | 28.14% | 28.14% |
| Indáqua Vila do Conde - Gestão de Águas de Vila do Conde, S.A. |
Praça Luís de Camões, 9, 3º 1480-719 Vila do Conde |
- | 28.00% | 28.00% | - | 28.00% | 28.00% |
| Indáqua Feira - Indústria de Àguas de Santa Maria da Feira, S.A. |
Rua Dr. Elísio de Castro, nº 37 - Santa Maria da Feira |
- | 27.07% | 27.07% | - | 27.07% | 27.07% |
During the period ended 30 September 2014, the following changes took place in the companies consolidated by the equity method:
During the periods ended 30 September 2014 and 31 December 2013, the movement that took place in the value of companies consolidated by the equity method was as follows:
| 30.9.2014 | 31.12.2013 | ||||
|---|---|---|---|---|---|
| Company | Investment Borrowings | Investment Borrowings | |||
| Opening balance | 79,152,056 | 64,183,207 | 75,234,017 | 44,220,089 | |
| Discontinued activity (Construction business area) | - | - | (3,334,505) | (4,337) | |
| Loans granted in the period | - | 1,194,036 | - | 4,904,339 | |
| Constituted in the period | - | - | 39,169 | - | |
| Sales in the period | - | (57,924) | - | (1,107,959) | |
| Liquidations in the period | (100,000) | - | (403) | (78,984) | |
| Impact on net earnings | 8,932,329 | (1,339,033) | 7,662,132 | (2,876,257) | |
| Impact on reserves | 1,517,961 | (19,289,201) | 4,690,376 | 19,126,316 | |
| Dividends paid | (2,231,073) | - | (4,990,809) | - | |
| Foreign exchange impact | - | - | (147,921) | - | |
| Transfers | 256 | - | - | - | |
| Closing balance | 87,271,530 | 44,691,086 | 79,152,056 | 64,183,207 |
The caption "Sales during the period" is related with the sale of the associate company Sustentável Desafio - Produção de Energia, Lda.
The heading "Impact on reserves" reflects changes in the derivatives of the jointly controlled entities Autoestradas XXI - Subconcessionária Transmontana, S.A. and Scutvias - Autoestradas da Beira Interior, S.A., as well as the impact of currency translation of financial statements of the associates with reporting in foreign currency.
The caption "Distributed dividends" reflect the dividends distributed by the jointly managed controlled companies MRN - Manutenção de Rodovias Nacionais, S.A., Portvias - Portagem de Vias, S.A. and Operestradas XXI, S.A..
As at 30 September 2014 and 31 December 2013, the value of shareholdings in companies consolidated by the equity method was as follows:
| 30.9.2014 | 31.12.2013 | ||||
|---|---|---|---|---|---|
| Company | Investment Borrowings | Investment Borrowings | |||
| Concessions | |||||
| Auto-Estradas XXI - Subconcessionária Transmontana, S.A. | - | 16,709,101 | - | 36,877,336 | |
| Estradas do Zambeze, S.A. | 1,053,021 | 940,063 | 843,166 | 640,000 | |
| Exproestradas XXI - AE Transmontana, S.A. | - | - | - | - | |
| GAYAEXPLOR - Const. Exploração de Parques de Estacionamento, Lda. | - | 27,500 | - | 27,500 | |
| INDÁQUA - Indústria e Gestão de Águas, S.A. | 9,438,434 10,240,349 | 9,235,625 | 9,989,836 | ||
| INDÁQUA FEIRA - Ind. Àguas de Santa Maria da Feira, S.A. | 24,950 | 120,055 | 24,950 | 116,678 | |
| INDÁQUA MATOSINHOS - Gestão Águas de Matosinhos, S.A. | 2,500 | 4,513 | 2,500 | 4,430 | |
| Metropolitan Transportation Solutions, Ltd. | 12,054 | 8,756,054 | 11,700 | 8,576,054 | |
| MRN - Manutenção de Rodovias Nacionais, S.A. | 1,307,699 | - | 1,052,446 | - | |
| Operadora das Estradas do Zambeze, S.A. | 174,164 | - | 177,859 | - | |
| OPERESTRADAS XXI S.A. | 3,113,825 | - | 3,831,974 | - | |
| Portvias - Portagem de Vias, S.A. | 167,280 | - | 175,684 | - | |
| SCUTVIAS - Autoestradas da Beira Interior, S.A. | 71,905,986 | 7,893,451 | 63,669,858 | 7,893,451 | |
| Real estate | |||||
| Self Energy Angola, Lda. | 39,574 | - | 36,429 | - | |
| Energia Própria | |||||
| Self Energy Moçambique, S.A. | 32,043 | - | 89,865 | - | |
| Sustentável Desafio - Produção de Energia LDA. | - | - | - | 57,924 | |
| UTE Efacec – Self Energy, Ley 18/1982 | 1 | - | 1 | - | |
| Total | 87,271,530 44,691,086 | 79,152,056 64,183,207 |
The financial investments in the associate companies Gayaexplor,Lda. and Ute Efacec/ Self Energy, Ley 18/1982 are registered at zero value. The amounts, which are in excess of the value of the investment, of the Group's share in the cumulative losses of these associates were 59,504 Euros, 526,628 Euros, respectively.
Regarding the jointly controlled company Exproestradas XXI, S.A., with a zero financial investment, was constituted a provision for the part that exceeds the investment value (please see note 24).
As at 30 September 2014 and 31 December 2013, the detail of the total value of the assets, liabilities, equity, costs, income, and results of the companies consolidated by the equity method were respectively the following:
| 30.9.2014 | Shareholders' | |||||
|---|---|---|---|---|---|---|
| Companies | Assets | Liabilities | equity | Costs | Income | Net income |
| companies and entities jointly managed: | ||||||
| Auto-estradas XXI - Subconcessionária, S.A. | 785,552,291 828,865,032 | (43,312,741) 36,877,249 | 33,966,307 | (2,910,941) | ||
| Estradas do Zambeze, S.A. | 41,007,116 | 38,374,563 | 2,632,553 24,220,832 | 24,603,000 | 382,168 | |
| Exproestradas XXI - AE Transmontana, S.A. | 5,882,499 | 7,865,514 | (1,983,014) | 445,162 | 313,482 | (131,680) |
| MRN - Manutenção de Rodovias Nacionais, S.A. | 25,902,603 | 21,979,114 | 3,923,489 | 4,130,293 | 7,993,782 | 3,863,489 |
| Operadora das Estradas do Zambeze, S.A. | 3,942,738 | 3,507,328 | 435,410 | 2,082,449 | 2,274,447 | 191,998 |
| Operestradas XXI, S.A. | 13,516,801 | 6,747,617 | 6,769,184 | 3,794,578 | 4,500,643 | 706,065 |
| Portvias - Portagem de Vias, S.A. | 5,607,894 | 5,106,005 | 501,890 | 5,195,372 | 5,637,262 | 441,890 |
| SCUTVIAS - Autoestradas da Beira Interior, S.A. | 740,814,264 609,469,703 | 131,344,561 72,191,895 | 92,589,443 | 20,397,548 | ||
| associated companies: | ||||||
| GAYAEXPLOR - Construção e Exploração de Parques | ||||||
| Estacionamento, Lda. (a) | 5,922 | 243,938 | (238,016) | - | - | - |
| INDÁQUA - Indústria e Gestão de Águas, S.A. | 76,313,147 | 56,895,534 | 19,417,614 | 7,116,713 | 7,826,580 | 709,867 |
| Indáqua Matosinhos, S.A. | 72,289,455 | 75,083,591 | (2,794,136) 15,542,713 | 15,056,754 | (485,959) | |
| Indáqua Feira, S.A. | 109,857,178 103,106,751 | 6,750,427 11,116,999 | 10,543,891 | (573,108) | ||
| Indáqua Vila do Conde, S.A. | 60,718,965 | 62,053,234 | (1,334,269) 12,142,381 | 11,866,657 | (275,724) | |
| Metropolitan Transportation Solutions, Ltd. (b) | 50,110,568 | 50,050,298 | 60,270 | - | - | - |
| Self-Energy Angola, Lda. | 80,762 | - | 80,762 | - | - | - |
| Self Energy Moçambique S.A. | 2,223,882 | 2,152,676 | 71,206 | 450,675 | 320,851 | (129,824) |
| Ute Efacec/Self Energy, Ley 18/1982 | 53,815 | 1,110,765 | (1,056,950) | 12,580 | - | (12,580) |
(a) 31.12.2013; (b) 30.9.2010
Using the consolidated financial information for each of the business areas, the following breakdown of results, and of assets and liabilities by segment as at 30 September 2014, is shown below:
| Real estate | Concessions | Energia Própria |
SDC and other | Eliminations | Consolidated 30.9.2014 |
|
|---|---|---|---|---|---|---|
| Turnover: | ||||||
| External to the Group | 3,505,731 | 4,585,182 | 438,624 | 635,681 | - | 9,165,217 |
| Intragroup | 211,154 | 4,500 | - | 69,717 | (285,371) | - |
| Total turnover | 3,716,885 | 4,589,682 | 438,624 | 705,398 | (285,371) | 9,165,217 |
| Operational result by business area | 726,516 | (1,143,927) | (543,257) | (2,962,679) | 268,128 | (3,655,219) |
| Not imputed costs | - | |||||
| Operational results (continued activity) | 726,516 | (1,143,927) | (543,257) | (2,962,679) | 268,128 | (3,655,219) |
| Interest paid | (1,261,533) | (9,987,340) | (208,800) | (4,988,870) | 5,877,014 | (10,569,529) |
| Interest received | 182,511 | 1,786,858 | 122 | 5,707,648 | (5,877,014) | 1,800,125 |
| Net earnings from associated companies | - | 7,651,717 | (42,037) | - | - | 7,609,680 |
| Other financial gains and losses | 507,694 | (692,790) | (13,600) | 252,100 | (342,283) | (288,879) |
| Income tax | (362,397) | 579,915 | - | (429,320) | 12,887 | (198,916) |
| Results from continued activities | (207,210) | (1,805,566) | (807,573) | (2,421,121) | (61,269) | (5,302,738) |
| Net earnings from discontinued activities | (989,711) | |||||
| Minorities | (682) | (252,756) | - | (554,732) | - | (808,171) |
| Net income attributable to the Group | (206,528) | (1,552,809) | (807,573) | (1,866,389) | (61,269) | (5,484,278) |
| Other data: | ||||||
| Assets by business area | 141,389,335 | 243,723,368 | 13,461,288 | 296,042,511 | (263,182,469) | 431,434,033 |
| Consolidated total assets | 431,434,033 | |||||
| Liabilities by business area | 71,720,534 | 327,756,157 | 15,554,944 | 226,512,657 | (215,877,457) | 425,666,835 |
| Consolidated total liabilities | 425,666,835 | |||||
| Depreciations, amortisations and imparment losses | 1,002,739 | 1,980,629 | 95,298 | 5,395 | (6,772) | 3,077,288 |
| Provisions and value adjustments | (67,529) | 73,484 | 26,000 | - | - | 31,955 |
| Reversion of adjustments | (24,845) | - | - | (24,845) | ||
| Intantigle and tangible assets | ||||||
| acquisitions | - | 9,596 | - | - | - | 9,596 |
The breakdown of results by segment as at 30 September 2013, and assets and liabilities by segments as at 31 December 2013 was as follows:
| Real estate | Concessions | Energia Própria |
SDC and other | Eliminations | Consolidated 30.9.2013 |
|
|---|---|---|---|---|---|---|
| Turnover: | ||||||
| External to the Group | 20,369,215 | 4,246,917 | 1,087,307 | 379,959 | - | 26,083,397 |
| Intragroup | 3,068,652 | 255,733 | - | 8,168,843 | (2,059,863) | 9,433,365 |
| Total turnover | 23,437,867 | 4,502,650 | 1,087,307 | 8,548,802 | (2,059,863) | 35,516,763 |
| Operational result by business area | 4,775,343 | (1,881,356) | (735,509) | (1,093,889) | 935,394 | 1,999,983 |
| Not imputed costs | - | |||||
| Operational results (continued activity) | 4,775,343 | (1,881,356) | (735,509) | (1,093,889) | 935,394 | 1,999,983 |
| Interest paid | (1,645,057) | (9,679,984) | (229,257) | (8,922,798) | 5,957,201 | (14,519,896) |
| Interest received | 322,237 | 2,112,442 | 139 | 8,193,226 | (5,957,201) | 4,670,843 |
| Net earnings from associated companies | (30,990) | 12,643,907 | (22,944) | - | - | 12,589,973 |
| Other financial gains and losses | 1,249,086 | 1,669,522 | (92,780) | (2,839,972) | - | (14,145) |
| Income tax | (2,201,031) | 1,604,330 | - | 1,684,489 | (247,879) | 839,909 |
| Results from continued activities | 2,469,587 | 6,468,860 | (1,080,351) | (2,978,945) | 687,515 | 5,566,667 |
| Net earnings from discontinued activities | (21,712,387) | |||||
| Minorities | - | - | 335 | (117,156) | - | (116,821) |
| Net income attributable to the Group | 2,469,587 | 6,468,860 | (1,080,686) | (2,861,789) | 687,515 | (16,028,900) |
| Other data: | ||||||
| Assets by business area | 145,328,388 | 110,839,680 | 13,095,150 | 299,661,144 | (307,053,150) | 261,871,211 |
| Investment in associated and jointly managed companies | 36,429 | 143,151,045 | 147,790 | - | - | 143,335,263 |
| Assets held for sale (Construction) | 38,500,000 | |||||
| Assets held for sale (Prince and Self Energy UK) | 36,804,380 | |||||
| Consolidated total assets | 480,510,855 | |||||
| Liabilities by business area | 75,106,735 | 316,634,010 | 14,827,031 | 259,879,656 | (243,132,375) | 423,315,057 |
| Liabilities held for sale (Prince) | 22,984,863 | |||||
| Consolidated total liabilities | 446,299,920 | |||||
| Depreciations, amortisations and imparment losses | 1,036,217 | 2,139,111 | 207,173 | 650,676 | (6,772) | 4,026,405 |
| Provisions and value adjustments | - | 349,971 | (221) | - | - | 349,750 |
| Reversion of adjustments | - | - | (11,151) | - | - | (11,151) |
| Portugal | Angola | U.S. Mozambique | Other | Total 30.9.2014 |
||
|---|---|---|---|---|---|---|
| Net Assets: | ||||||
| - Intangible | 39,927,697 | - | - | - | 583 | 39,928,280 |
| - Fixed Tangible | 66,353,949 | - | 1,203,822 | - | 23,901 | 67,581,672 |
| - Investment Properties | 19,905,699 | 6,609,440 | - | - | - | 26,515,139 |
| - Associated and jointly managed companies and other financial investments |
124,195,193 | 39,574 | - | 2,199,291 | 9,176,377 | 135,610,435 |
| - Other financial assets | 38,500,000 | - | - | - | - | 38,500,000 |
| - Inventories | 23,929,273 | 2,854,337 | - | - | - | 26,783,610 |
| - Accounts Receivable | 25,499,589 | 17,139,901 | 5,106,595 | 422,094 | 9,083,636 | 57,251,815 |
| - Cash and equivalents | 1,264,983 | 1,093,620 | 70,152 | - | 17,430 | 2,446,185 |
| - Deferred taxes | 19,395,707 | 426,029 | - | - | 64,696 | 19,886,432 |
| - Other current and non current assets | 16,909,546 | - | 198 | - | 20,721 | 16,930,465 |
| Total | 375,881,636 | 28,162,901 | 6,380,767 | 2,621,385 18,387,344 | 431,434,033 | |
| Investments in the Third Quarter of 2014: | ||||||
| - Intangible and Fixed Tangible Assets | 9,443 | - | - | - | 153 | 9,596 |
| Total | 9,443 | - | - | - | 153 | 9,596 |
| Portugal | Angola | U.S. Mozambique | Other | Total 31.12.2013 |
||
|---|---|---|---|---|---|---|
| Net Assets: | ||||||
| - Intangible | 40,988,969 | - | - | - | - | 40,988,969 |
| - Fixed Tangible | 67,912,568 | - | 1,109,104 | - | 25,165 | 69,046,837 |
| - Investment Properties | 20,146,298 | 6,202,909 | - | - | - | 26,349,207 |
| - Associated and jointly managed companies and other financial investments |
136,199,741 | 36,429 | - | 1,750,890 | 8,996,023 | 146,983,083 |
| - Other financial assets | 38,500,000 | - | - | - | - | 38,500,000 |
| - Inventories | 24,892,782 | 2,194,581 | - | - | - | 27,087,363 |
| - Accounts Receivable | 25,925,233 | 17,345,254 | 3,036,939 | 573,913 | 8,922,304 | 55,803,643 |
| - Cash and equivalents | 1,424,774 | 702,041 | 43,227 | - | 42,131 | 2,212,173 |
| - Deferred taxes | 18,450,994 | 502,028 | 1,015,155 | - | 57,243 | 20,025,420 |
| - Other current and non current assets | 16,573,360 | - | 87,481 | - | 48,939 | 16,709,780 |
| - Assets held for sale (Prince and SE UK) | - | - | 36,804,379 | - | 1 | 36,804,380 |
| Total | 391,014,718 | 26,983,242 | 42,096,285 | 2,324,803 18,091,806 | 480,510,855 | |
| Investments in the Third Quarter of 2014: | ||||||
| - Intangible and Fixed Tangible Assets | 1,120,173 | - | - | - | 342,100 | 1,462,273 |
| Total | 1,120,173 | - | - | - | 342,100 | 1,462,273 |
The financial instruments in accordance with the accounting policies described in Note 2.6 to the financial statements for the year ended 31 December 2013, were classified as follows:
| Financial assets | Notes | Loans and accounts receivable |
Available for sale |
Total |
|---|---|---|---|---|
| 30.9.2014 | ||||
| Non current assets | ||||
| Loans to associated and jointly managed companies | 7 and 8 | 44,691,086 | - | 44,691,086 |
| Other financial investments | 8 and 13 | - | 3,647,819 | 3,647,819 |
| Other financial assets (construction) | 8 and 14 | - | 38,500,000 | 38,500,000 |
| Other non current assets | 8 and 17 | 7,866,000 | - | 7,866,000 |
| 52,557,086 | 42,147,819 | 94,704,905 | ||
| Current assets | ||||
| Trade creditors | 1 6 |
31,607,449 | - | 31,607,449 |
| Other accounts receivable | 1 6 |
25,190,229 | - | 25,190,229 |
| Cash and equivalents | 8 and 18 | 2,446,185 | - | 2,446,185 |
| 59,243,863 | - | 59,243,863 | ||
| 111,800,949 | 42,147,819 | 153,948,768 | ||
| 31.12.2013 restated | ||||
| Non current assets | ||||
| Loans to associated and jointly managed companies | 7 and 8 | 64,183,207 | - | 64,183,207 |
| Other financial investments | 8 and 13 | - | 3,647,819 | 3,647,819 |
| Other financial assets (construction) | 8 and 14 | - | 38,500,001 | 38,500,001 |
| Other non current assets | 8 and 17 | 7,866,000 | - | 7,866,000 |
| 72,049,207 | 42,147,820 | 114,197,027 | ||
| Current assets | ||||
| Trade creditors | 1 6 |
32,299,260 | - | 32,299,260 |
| Other accounts receivable | 1 6 |
22,652,900 | - | 22,652,900 |
| Cash and equivalents | 8 and 18 | 2,212,173 | - | 2,212,173 |
| 57,164,333 | - | 57,164,333 | ||
| 129,213,541 | 42,147,820 | 171,361,361 | ||
| Financial liabilities | Notes | Derivatives | Financial liabilities recorded at amortised cost |
Total |
|---|---|---|---|---|
| 30.9.2014 | ||||
| Non current liabilities | ||||
| Bonds | 2 0 |
- | 98,666,293 | 98,666,293 |
| Bank loans | 2 0 |
- | 149,427,668 | 149,427,668 |
| Accounts payable | 2 2 |
- | 12,499,213 | 12,499,213 |
| Derivatives | 2 1 |
7,754,200 | - | 7,754,200 |
| 7,754,200 | 260,593,174 | 268,347,375 | ||
| Current liabilities | ||||
| Bank loans | 2 0 |
- | 69,540,821 | 69,540,821 |
| Trade debtors | - | 19,941,894 | 19,941,894 | |
| Fixed tangible assets debtors | - | 720,023 | 720,023 | |
| Advances on sales | - | 1,996 | 1,996 | |
| Other accounts payable | 2 2 |
- | 27,059,426 | 27,059,426 |
| Derivatives | 2 1 |
2,062,571 | - | 2,062,571 |
| Other current liabilities | 2 3 |
- | 25,379,775 | 25,379,775 |
| 2,062,571 | 142,643,935 | 144,706,505 | ||
| 9,816,771 | 403,237,109 | 413,053,880 | ||
| 31.12.2013 restated | ||||
| Non current liabilities | ||||
| Bonds | 2 0 |
- | 98,303,502 | 98,303,502 |
| Bank loans | 2 0 |
- | 162,374,270 | 162,374,270 |
| Accounts payable | 2 2 |
- | 12,848,361 | 12,848,361 |
| Derivatives | 2 1 |
5,446,063 | - | 5,446,063 |
| 5,446,063 | 273,526,134 | 278,972,197 | ||
| Current liabilities | ||||
| Bank loans | 2 0 |
- | 64,107,474 | 64,107,474 |
| Trade debtors | - | 22,779,527 | 22,779,527 | |
| Fixed tangible assets debtors | - | 801,419 | 801,419 | |
| Advances on sales | - | 1,996 | 1,996 | |
| Other accounts payable | 2 2 |
- | 20,261,894 | 20,261,894 |
| Derivatives | 2 1 |
1,974,023 | - | 1,974,023 |
| Other current liabilities | 2 3 |
- | 19,077,033 | 19,077,033 |
| 1,974,023 | 127,029,343 | 129,003,366 | ||
| 7,420,086 | 400,555,477 | 407,975,564 |
In 2013, the Group applied for the first time IFRS 13 – Measurement at Fair Value. This standard requires that the fair value be declared according to a hierarchy of fair value as follows:
Level 3: the fair value is determined based on valuation models whose main inputs are not observable on the market.
| 30.9.2014 Level 2 |
31.12.2013 restated Level 2 |
|
|---|---|---|
| Financial assets valued at its fair value | ||
| Other financial assets | 38,500,000 | 38,500,001 |
| Total | 38,500,000 | 38,500,001 |
| Financial liabilities valued at its fair value | ||
| Non current derivatives | 7,754,200 | 5,446,063 |
| Current derivatives | 2,062,571 | 1,974,023 |
| Total | 9,816,771 | 7,420,086 |
During the period ended 30 September 2014, the movements that took place in the value of intangible assets, as well as their related accumulated depreciation and impairment losses, were as follows:
| Gross intangible assets | Opening balance |
Change in perimeter |
Discontinued activities |
Increase | Sales | Impact from foreign exchange |
Transfers and write-offs |
Closing balance 30.9.2014 |
|---|---|---|---|---|---|---|---|---|
| Concession agreements/ contracts | 58,201,904 | - | - | - | - | - | - | 58,201,904 |
| Other intangible assets | 10,405,028 | - | - | - | - | 6 1 |
- | 10,405,089 |
| Total | 68,606,932 | - | - | - | - | 6 1 |
- | 68,606,993 |
| Intangible assets cumulated depreciation and impairment losses |
Opening balance |
Change in perimeter |
Discontinued activities |
Depreciation | Impairment losses |
Adjustments | Impact from foreign exchange |
Closing balance 30.9.2014 |
|---|---|---|---|---|---|---|---|---|
| Cumulated depreciations | ||||||||
| Concession agreements/ contracts | 12,284,805 | - | - | 1,023,856 | - | - | - | 13,308,661 |
| Other intangible assets | 111,907 | - | - | 36,886 | - | - | 8 | 148,802 |
| Cumulated impairment losses | ||||||||
| Concession agreements/ contracts | 14,668,000 | - | - | - | - | - | - | 14,668,000 |
| Other intangible assets | 553,250 | - | - | - | - | - | - | 553,250 |
| Total | 27,617,963 | - | - | 1,060,742 | - | - | 8 | 28,678,713 |
The amount in intangible assets is mainly related with Concession Agreements for Public Services (IFRIC 12).
As the projects for small hydro (in Portugal and São Tomé and Príncipe) have residual degrees of development, the Group discontinued in 2013 the capitalization of financial charges on loans taken out to finance the acquisition and construction of those concessions, and proceeded to "write off" of the amount capitalized in previous years, amounting to 1,978,174 Euros.
In the consolidated financial statements of the Group as at 30 September 2014, a sum of 3,645,933 Euros (3,839,855 Euros as at 31 December 2013) has been capitalized for financial charges as an integral part of the net cost of the assets relating to car park concessions.
Primary reporting information about the net values of intangible assets by segment as at 30 September 2014 is shown as follows:
| Concessions | Energia Própria |
Total | |
|---|---|---|---|
| Concessions agreements/ contracts | 30,225,243 | - | 30,225,243 |
| Other intangible assets | 9,661,899 | 41,138 | 9,703,037 |
| Total intangible assets | 39,887,142 | 41,138 | 39,928,280 |
As at 30 September 2014, there were no contractual commitments for the acquisition of intangible assets nor were there any research and development expenses recognized as a cost of the period.
During the period ended 30 September 2014, the movements in tangible fixed assets and their respective depreciation, as well as cumulative impairment losses were as follows:
| Gross tangible assets | Opening balance |
Change in perimeter |
Discontinued activities |
Increase | Sales | Impact from foreign exchange |
Transfers and write-offs |
Closing balance 30.9.2014 |
|---|---|---|---|---|---|---|---|---|
| Land and buildings | 98,886,114 | - | - | - | - | 304,990 | (52,894) | 99,138,210 |
| Basic equipment | 6,158,172 | - | - | 8,515 | - | - | - | 6,166,687 |
| Other fixed tangible assets | 4,158,952 | - | - | 1,081 | (31,818) | 6,525 | (19,248) | 4,115,492 |
| Ongoing fixed tangible assets | 5,120,421 | - | - | - | - | - | - | 5,120,421 |
| Total | 114,323,658 | - | - | 9,596 | (31,818) | 311,515 | (72,141) | 114,540,810 |
| Tangible assets cumulated depreciation and impairment losses |
Opening balance |
Change in perimeter |
Discontinued activities |
Depreciation | Impairment losses |
Adjustments | Impact from foreign exchange |
Closing balance 30.9.2014 |
|---|---|---|---|---|---|---|---|---|
| Cumulated depreciations | ||||||||
| Land and buildings | 21,621,201 | - | - | 1,083,293 | - | - | - | 22,704,493 |
| Basic equipment | 4,512,416 | - | - | 423,924 | - | - | - | 4,936,340 |
| Other fixed tangible assets | 3,644,237 | - | - | 61,128 | - | (36,652) | 3,686 | 3,672,399 |
| Cumulated impairment losses | ||||||||
| Land and buildings | 10,378,547 | - | - | - | (52,894) | 199,831 | 10,525,484 | |
| Ongoing fixed tangible assets | 5,120,421 | - | - | - | - | - | 5,120,421 | |
| Total | 45,276,821 | - | - | 1,568,344 | - | (89,545) | 203,518 | 46,959,138 |
Information concerning the net value of tangible fixed assets by primary reporting segment as at 30 September 2014 can be broken down as follows:
| Real estate | Concessions | Energia Própria |
SDC and other |
Total | |
|---|---|---|---|---|---|
| Land and buildings | 54,052,521 | 10,655,176 | - | 1,200,535 | 65,908,232 |
| Basic equipment | 39,317 | 1,031,094 | 159,936 | - | 1,230,347 |
| Other fixed tangible assets | 371,228 | 64,416 | 3,029 | 4,421 | 443,093 |
| Total fixed tangible assets | 54,463,065 | 11,750,686 | 162,965 | 1,204,956 | 67,581,672 |
As at 30 September 2014 there are no material contractual commitments for the acquisition of tangible fixed assets.
During the period ended 30 September 2014, the movements in the value of investment properties were as follows:
| Investment properties | Opening balance |
Change in perimeter |
Discontinued activities |
Increases | Sales | Impact from foreign exchange |
Transfers and write-offs |
Closing balance 30.9.2013 |
|---|---|---|---|---|---|---|---|---|
| Investment properties | 40,791,085 | - | - | - | (224,987) | 485,520 | 412,258 | 41,463,875 |
| Total | 40,791,085 | - | - | - | (224,987) | 485,520 | 412,258 | 41,463,875 |
| Investment properties cumulated depreciation and impairment losses |
Opening balance |
Change in perimeter |
Discontinued activities |
Depreciations | Impairment losses |
Adjustments | Impact from foreign exchange |
Closing balance 30.9.2013 |
|---|---|---|---|---|---|---|---|---|
| Investment properties | 12,334,022 | - | - | 426,838 | - | (8,616) | 14,379 | 12,766,623 |
| Impairment losses | 2,107,856 | - | - | 21,363 | 52,894 | - | 2,182,112 | |
| Total | 14,441,878 | - | - | 426,838 | 21,363 | 44,278 | 14,379 | 14,948,736 |
The amount recorded under the caption "Sales" is related with the sale of some fractions of "Cais da Fontinha".
The amount recorded on the column "Transfers and write-offs" is essentially related with the transfer of fractions of the "Cais da Fontinha" accounted in the heading "Inventories".
The fair value of assets classified as investment properties amounts to approximately 38 million Euros.
During the period ending 30 September 2014, rents for investment properties were recognized in the amount of 1,273,864 Euros (483,663 Euros as at 30 September 2013).
As of the date of the balance sheet, there were no contractual obligations existing to buy, construct or develop investment properties or for their repair, maintenance or expansion.
As at 30 September 2014, the movements that took place in "Other financial investments" can be broken down as follows:
| Other financial investments | Opening balance |
Change in perimeter |
Discontinued activities |
Increases | Impairment losses |
Sales | Impact from foreign exchange |
Transfers and write-offs |
Closing balance 30.9.2013 |
|---|---|---|---|---|---|---|---|---|---|
| Other financial investments | 3,977,819 | - | - | - | - | - | - | - | 3,977,819 |
| Impairment losses | (330,000) | - | - | - | - | - | - | - | (330,000) |
| Total | 3,647,819 | - | - | - | - | - | - | - | 3,647,819 |
The amount registered in the column "Impairment losses" under "Other financial investments" relates mainly to the financial investment (share capital and loans) in the company Montinho Monchique.
The amount 38,500,000 Euros in "Other financial assets" corresponds to the fair value of the investment in Soares da Costa Construção, SGPS, SA (33.33%).
On 12 February 2014 was completed the capitalization operation of the construction business area, announced to the market on 13 August 13 and 26 November 2013, under the terms of the statements made on those dates, and realized a capital increase on the subsidiary of Soares da Costa Construção, SGPS, SA, in the amount of EUR 70 million by the investor GAM Holdings, SA.
On that date, started the strategic partnership and the shareholder agreement between SDC- Investmentoss, SGPS, SA (former Grupo Soares da Costa, SGPS, SA) and GAM Holdings, SA.
The shareholder agreement has a term of six years. From the 5th year of the agreement onwards, SDC- Investmentos, SGPS, SA may exercise the potestative right to sell its stake to the investor, which, on the other hand, has the right to acquire potestatively this participation, from the same date, at a price of 38.5 million Euros.
The current participations' structure of Soares da Costa SGPS Construção SGPS, SA consolidation perimeter is as follows:
| Percentage of capital held | ||||
|---|---|---|---|---|
| Company | SDC - Investimentos | Construction | ||
| Soares da Costa Construção SGPS, S.A. | 33.33% | Holding company | ||
| Soc. Construções Soares da Costa, S.A. | - | 100.00% | ||
| Soares da Costa/Contacto - Modernização de Escolas, ACE | - | 100.00% | ||
| Soares da Costa S. Tomé e Principe - Construções, Lda | - | 100.00% | ||
| Soares da Costa Construcciones Centro Americanas, S.A. | - | 100.00% | ||
| Soares da Costa Brasil - Construções, Ltda. | - | 100.00% | ||
| Soares da Costa Serviços Partilhados, S.A. | - | 100.00% | ||
| Santolina Holding B.V. | - | 100.00% | ||
| Coordenação & Soares da Costa, SGPS, Lda. | - | 100.00% | ||
| Clear Moçambique, Instalações Electromecânicas, Lda. | - | 100.00% | ||
| CLEAR - Instalações Electromecânicas, S.A. | - | 100.00% | ||
| Carta - Cantinas e Restauração, Lda | - | 100.00% | ||
| CLEAR Angola, Lda. | - | 95.00% | ||
| Soares da Costa Moçambique, SARL | - | 80.00% | ||
| Estádio de Coimbra, SC/Abrantina, ACE | - | 60.00% | ||
| GEC - Guinea Ecuatorial Construcciones, S.A. | - | 51.00% | ||
| CERENNA - Cerâmica Nacional de Angola, S.A. | - | 51.00% | ||
| Grupul Portughez de Constructii S.R.L. | - | 50.00% | ||
| CAET XXI - Construções, ACE | - | 50.00% | ||
| Três ponto dois - T.G. Const. Civil - Via e Cat Mod. Linha do Norte, ACE | - | 50.00% | ||
| TRANSMETRO - Construção do Metropolitano do Porto, ACE | - | 50.00% | ||
| Terceira Onda Planejamento e Desenvolvimento, Ltda. | - | 50.00% | ||
| Somague, Soares da Costa - Agrupamento Construtor do Metro de Superfície, ACE | - | 50.00% | ||
| Remodelação Teatro Circo - S.C., A.B.B., D.S.T., ACE | - | 50.00% | ||
| Linha 3 Construções LTDA. | - | 50.00% | ||
| HidroAlqueva, ACE | - | 50.00% | ||
| SOMAFEL - Engenharia e Obras Ferroviárias, S.A. | - | 40.00% | ||
| Construção do Estádio de Braga - Acab.e Instalações/Infraest.Interiores, ACE | - | 40.00% | ||
| ASSOC - Soares da Costa - Construção do Estádio de Braga, ACE | - | 40.00% | ||
| CFE Indústria de Condutas, S.A. | - | 33.33% | ||
| LGC - Linha de Gondomar, Construtores, ACE | - | 30.00% | ||
| Israel Metro Builders - a Registered Partnership | - | 30.00% | ||
| Mota-Engil, Soares da Costa, MonteAdriano - Matosinhos, ACE | - | 28.57% |
| Percentage of capital held | ||||
|---|---|---|---|---|
| Company | SDC - Investimentos | Construction | ||
| GCVC, ACE | - | 28.57% | ||
| GCF - Grupo Construtor da Feira, ACE | - | 28.57% | ||
| Nova Estação, ACE | - | 25.00% | ||
| GACE - Gondomar, ACE | - | 24.00% | ||
| Normetro - Agrupamento do Metropolitano do Porto, ACE | - | 17.90% | ||
| LGV, Engenharia e Construção de Linhas de Alta Velocidade, ACE | - | 17.25% | ||
| Constructora San José - Caldera, S.A. | - | 17.00% |
As at 30 September 2014 and 31 December 2013, the breakdown of Inventories was as follows:
| 30.9.2014 | 31.12.2013 |
|---|---|
| 13,998,790 | 14,324,558 |
| 15,453,484 | 15,453,484 |
| (2,668,663) | (2,690,679) |
| 26,783,610 | 27,087,363 |
During first three quarters of 2014, the Group did not have any projects under development, so that financial charges were not capitalized as an integral part of these assets.
As at 30 September 2014, at the Group's consolidated financial statements are capitalized financial charges as an integral part of these assets net costs amounting to 699,191 Euros, relating to the building constructed in Angola by the company Talatona Imobiliária, Lda., at the rate of 19%, equal to the specific financing rate for that project.
As at 30 September 2014 and 31 December 2013, the breakdown of accounts receivable, current and noncurrent, was as follows:
| Accounts receivable | 30.9.2014 | 31.12.2013 |
|---|---|---|
| Customers - current account | 31,560,003 | 32,253,571 |
| Customers with retention of guarantees | 47,445 | 43,290 |
| Customers - other receivables | - | 2,400 |
| Customers - doubtful accounts | 2,411,024 | 2,347,043 |
| Value adjustments | (2,411,024) | (2,347,043) |
| Trade creditors | 31,607,449 | 32,299,260 |
| Associated and jointly managed companies | 18,846,706 | 17,169,269 |
| Subsidiaries | 266,688 | 90,089 |
| Advances to suppliers/ fixed assets suppliers | 270,183 | 270,183 |
| State and other public bodies | 306,822 | 265,909 |
| Other accounts receivable | 8,038,179 | 7,369,799 |
| Value adjustments | (2,538,349) | (2,512,349) |
| Other accounts receivable - current | 25,190,229 | 22,652,900 |
The Group's exposure to credit risk arises from trade receivables resulting from normal business activity of the Group, being the maximum exposure to credit risk at the nominal value of the receivables.
The following table shows, by consolidated company and seniority levels, customer balances for accounting purposes as at 30 September 2014:
| Company | Performing 0 to 180 days | 181 to 360 days |
361 to 540 days |
541 to 720 days |
+ 720 days | Total | |
|---|---|---|---|---|---|---|---|
| Real estate | |||||||
| Talatona Imobiliária, Lda | - | - | 3,804,764 | - | - | 12,065,121 | 15,869,884 |
| CIAGEST - Imobiliária e Gestão, S.A. | 545,691 | 42,003 | 4,509 | 540 | - | 9 0 |
592,833 |
| IMOSDC - Investimentos, Lda | 277,822 | - | - | - | - | - | 277,822 |
| Mercados Novos - Imóveis Comerciais, Lda. | 8,223 | 18,933 | 6,452 | - | - | - | 33,608 |
| SOARTA - SOCIEDADE IMOBILIÁRIA, S.A. | 1,800 | - | - | - | - | 7,432 | 9,232 |
| HABITOP - Sociedade Imobiliária, S.A. | 246 | 4,197 | - | - | - | - | 4,443 |
| Cais da Fontinha - Investimentos | |||||||
| Imobiliários, S.A. | - | 3,182 | - | - | - | - | 3,182 |
| Concessions | |||||||
| SDC - CONCESSÕES, SGPS, S.A. | 7,446,861 | - | - | 7,858 | 7,477 | - | 7,462,196 |
| Hidroequador Santomense - Exploração de | # | # | |||||
| Centrais Hidroeléctricas | - | - | - | - | - | # | # |
| C.P.E. - Companhia de Parques de | |||||||
| Estacionamento, S.A. | 8,005 | 297,698 | 31,683 | 85,982 | 3,894 | 30,975 | 458,238 |
| Soares da Costa Concesiones - Costa Rica, | |||||||
| S.A. | 75,499 | - | - | - | - | - | 75,499 |
| COSTAPARQUES - Estacionamentos, S.A. | - | 27,532 | - | - | - | - | 27,532 |
| SDC - Investimentos and other | |||||||
| Soares da Costa Construction Services, LLC | - | - | - | - | - | 3,064,664 | 3,064,664 |
| Energia Própria, SGPS, S.A. | 258,228 | 1,290,279 | - | - | - | - | 1,548,507 |
| Soares da Costa Contractor, INC | 47,445 | - | - | - | - | 12,987 | 60,433 |
| SDC - Investimentos, SGPS, SA | 15,145 | - | - | - | - | - | 15,145 |
| Porto Construction Group, LLC | - | - | - | - | - | 9,485 | 9,485 |
| Total | 8,684,966 | 1,683,824 | 3,847,408 | 94,381 | 11,371 | 17,285,498 | 31,607,449 |
As at 30 September 2014, the balance under "State and other public entities" was broken down as follows:
| 30.9.2014 | 31.12.2013 | |
|---|---|---|
| Value added tax | 239,478 | 265,553 |
| Other | 67,344 | 356 |
| Total | 306,822 | 265,909 |
The amount of 7,866,000 Euros under "Other non current assets", as at 30 September 2014 and 31 December 2013, relate to term deposits to guarantee the provision of "Contingent capital" as part of the "Agreement to subscribe and pay up the capital of the Transmontana Motorway".
As at 30 September 2014 and 31 December 2013 the detail of "Other current assets" was as follows:
| Other current assets | 30.9.2014 | 31.12.2013 |
|---|---|---|
| Accrued income Deferred costs |
8,516,471 547,994 |
8,212,884 630,896 |
| Total | 9,064,465 | 8,843,780 |
As at 30 September 2014 and 31 December 2013, these account headings were broken down as follows:
| 30.9.2014 | 31.12.2013 | ||
|---|---|---|---|
| Accrued income | |||
| Non invoiced works done | 8,178,411 | 8,172,965 | |
| Other accrued income | 338,060 | 39,919 | |
| Total | 8,516,471 | 8,212,884 | |
| Deferred costs | |||
| Other deferred costs | 547,994 | 630,896 | |
| Total | 547,994 | 630,896 |
As at 30 September 2014 and 31 December 2013, the detail of "Cash and cash equivalents" was as follows:
| Cash and equivalents | 30.9.2014 | 31.12.2013 |
|---|---|---|
| Bank deposits | 2,407,191 | 2,171,418 |
| Cash | 38,994 | 40,755 |
| Total | 2,446,185 | 2,212,173 |
The credit balances of current accounts with financial institutions, bank overdrafts, are included in the balance sheet under "Bank borrowings" (note 20).
The share capital of SDC - Investimentos, SGPS., S.A. is 160,000,000 Euros, made up of:
a) One hundred and fifty nine million nine hundred and ninety four thousand four hundred and eight two (159,994,482) ordinary shares;
b) Five thousand five hundred and eighteen (5,518) nonvoting preferential shares, whose rights consist of a right to receive a preferential dividend and to the preferential reimbursement of the respective issue value in the event of the company's liquidation.
The currency translation reserve reflects exchange rate changes that occurred in translating the financial statements of subsidiaries in currencies other than the Euro, and are not likely to be distributed or to be used to absorb losses.
Some Group subsidiary companies contracted financial hedging instruments. The changes in the fair value of these financial instruments, as well as the related deferred taxes, are recognized directly under "Reserves and retained earnings." The
change, between the 30 September 2014 and 31 December 2013, in the fair value of derivative financial instruments and their related deferred taxes can be broken down as follows:
| Derivatives | Deferred taxes | Total | |
|---|---|---|---|
| Intevias – Serviços e Gestão, S.A. | (854,369) | 209,320 | (645,049) |
| C.P.E. – Companhia de Parques de Estacionamento, S.A. | (1,542,316) | 354,733 | (1,187,583) |
| Total | (2,396,685) | 564,053 | (1,832,632) |
As at 27 November 2012, as announced to the market on the same date, SDC - Investimentos, SGPS, SA, together with several of its subsidiaries, signed a framework agreement with six banks in order to re-program its bank borrowings with recourse, for a total of 228 million Euros. In addition, a credit facility agreement was signed with two of these banks in an amount of 47 million Euros, replacing short term for long term debt. The main features of the transaction were: a maturity of 9 years with a grace period on principal of three years; a standardization of spreads at moderate rates, with the possibility of revision after the grace period; a temporary restriction on dividend distribution; and the intention to carry out an operation to increase share capital within a period of six months under conditions still to be defined and for an amount of not less than 25 million Euros. During 2013, and in view of the negotiations currently underway to capitalize the construction segment through the entry of a new investor, each of the financial institutions included in the restructuring process gave the Group their consent for the transaction to increase share capital to be cancelled. The financial agreement has associated "Negative Pledge", "Ownership Clause" and "Pari Passu" covenants.
Meanwhile, following the completion of the capital increase of its subsidiary Soares da Costa Construção, SGPS, SA on 12.02.2014, the Company was released of the obligation to carry out the capital increase stipulated in the financial agreement, keeping the same in effect for SDC Investimentos and for the companies controlled by it.
| 30.9.2014 | 31.12.2013 | ||||
|---|---|---|---|---|---|
| Current | Non current | Current | Non current | ||
| Bank loans | |||||
| Real estate | 3,851,105 | 15,770,304 | 998,661 | 19,045,720 | |
| Concessions | 27,084,956 | 99,577,768 | 23,671,602 104,235,538 | ||
| SDC and other | 6,682,181 | 34,079,596 | 7,965,054 | 39,093,013 | |
| 37,618,242 149,427,668 | 32,635,317 162,374,271 | ||||
| Bonds | |||||
| SDC and other | - | 98,666,293 | - | 98,303,502 | |
| - | 98,666,293 | - | 98,303,502 | ||
| Commercial paper | |||||
| SDC and other | 30,686,583 | - | 30,669,107 | - | |
| 30,686,583 | - | 30,669,107 | - | ||
| Bank overdrafts | |||||
| Concessions | 380,446 | - | 8 6 |
- | |
| SDC and other | 855,549 | - | 802,965 | - | |
| 1,235,996 | - | 803,050 | - | ||
| Total | 69,540,821 248,093,961 | 64,107,474 260,677,774 |
As at 30 September 2014 and 31 December 2013, the borrowings of the Group were as follows:
As at 30 September 2014, the main features of the borrowings contracted by the Group were as follows:
Euros as at 31 December 2013), to be repaid in 12 instalments ending in November 2021. A loan included in the restructuring of the group's liabilities that took place in 2012, as described above. The contract for this loan has associated Financial Agreement Clause Covenants. In addition, the loan has as a guarantee a mortgage on the Santa Luzia Garages and Rua Santos Pousada Cinemas owned by the subsidiary Ciagest – Imobiliária e Gestão S.A., and also the solidarity of the companies Soares da Costa Construção SGPS S.A. and Sociedade de Construções Soares da Costa, S.A.
SDC Investimentos, SGPS, S.A. and Sociedade de Construções Soares da Costa, S.A. signed a contract with a banking syndicate for the placement and underwriting of issues of Commercial Paper up to a limit of 30,854 thousand Euros (30,854 thousand Euros as at 31 December 2013), under the terms of a contract programme valid until November 2021. As at 30 June 2014, this placement was securitized in SDC Investimentos, SGPS, S.A., with Sociedade de Construções Soares da Costa, S.A. severally liable for complying with the obligations arising from this financing. The contract for this loan has associated Cross Default, Negative Pledge e Pari Passu covenants. In addition, the financing is guaranteed by a shareholding of 20% in Indáqua, Shareholders' loans and supplementary payments of capital in the same company and a shareholding of 40% in Somafel.
Loan contracted by Energia Própria, S.A from the Banco Santander for a current amount of 69 thousand Euros (100 thousand Euros as at 31 December 2013), to be repaid in quarterly amounts ending in September 2016.
Loan contracted by Energia Própria, S.A from the Banco Santander for a current amount of 37 thousand Euros (98 thousand Euros as at 31 December 2013), to be repaid in quarterly amounts ending in June 2015.
Loan contracted by SDC - Concessões, SGPS, S.A from the Banco Popular Portugal, for an amount of 15,954 thousand Euros (15,954 thousand Euros as at 31 December 2013), to be repaid in 18 instalments ending in November 2024. The contract for this loan has associated Financial Agreement Clause Covenants. In addition, the loan has as a guarantee a mortgage on the Industrial Park of Rechousa owned by the company Ciagest.
The nominal value of the borrowings registered in the consolidated balance sheet as at 30 September 2014 had the following maturities:
| Maturities | Bank loans | Bond loans | Other loans | Bank overdrafts |
Commercial paper |
Total |
|---|---|---|---|---|---|---|
| 2014 | 21,878,447 | - | - | 1,235,996 | 30,686,583 | 53,801,026 |
| 2015 | 16,365,696 | 20,000,000 | - | - | 36,365,696 | |
| 2016 | 17,056,224 | - | - | - | 17,056,224 | |
| 2017 | 15,713,670 | 80,000,000 | - | - | 95,713,670 | |
| 2018 | 17,288,851 | - | - | - | 17,288,851 | |
| 2019 | 11,990,174 | - | - | - | 11,990,174 | |
| After 2019 | 87,820,659 | - | - | - | 87,820,659 | |
| Total | 188,113,721 | 100,000,000 | - | 1,235,996 | 30,686,583 | 320,036,300 |
The amounts for non recourse borrowings as at 30 September 2014 were as follows:
| Maturities | Bank loans |
|---|---|
| 2014 | 8,918,685 |
| 2015 | 5,298,161 |
| 2016 | 6,516,318 |
| 2017 | 5,147,162 |
| 2018 | 6,702,180 |
| 2019 | 1,335,014 |
| After 2019 | 61,129,053 |
| Total | 95,046,573 |
Group borrowings as at 30 September 2014 paid interest at the following rates:
| Type of loan | Min. | Max. |
|---|---|---|
| Bank loans | 2.412% | 7.978% |
| Bond loans | 1.518% | 1.549% |
| Commercial paper | 3.083% | 3.083% |
In general, bank loans pay interest at variable rates, hence exposing the Group to the effect of fluctuations in market interest rates.
However, to manage interest rate risk, in particular in the concessions business area, the Group contracted financial hedging instruments to cover interest rates changes, as described in the following note on "Derivatives". Based on the net indebtedness level as at 30 September 2014, a variation of one percentage point in the index interest rate would have an annual impact on financial charges of 2.54 million Euros.
Derivatives contracted by the Group relate to interest rate swaps aimed at covering the interest rate risk on borrowings.
In the concessions area, the Group has contracted the following interest rate hedging instruments:
| Intevias - Serviços e Gestão, S.A. | |
|---|---|
| Type: | Derivative |
| Description: | Interest rate swap |
| Bank: | BPI |
| Currency: | Euro |
| Contract date: | 4.12.2008 |
| Start date: | 4.12.2008 |
| Maturity: | 15.7.2023 |
| Frequency: | annual |
| Swap: | 3.45 |
| Amount covered as at 30.9.2014: | 43.009.104 Euros, amortizable |
| Reference: | 12 month Euribor |
| Type: | Derivative |
|---|---|
| Description: | Interest rate swap |
| Bank: | BPI |
| Currency: | Euro |
| Contract date: | 9.6.2009 |
| Start date: | 10.6.2009 |
| Maturity: | 10.12.2028 |
| Frequency: | semiannual |
| Swap: | 4.19 |
| Amount coverag as at 30.9.2014: | 18.350.009 Euros, amortizable |
| Reference: | 6 month Euribor |
As at 30 September 2014, the above were classified as hedging instruments since they complied with the formal requirements set out in IAS 39 relating to the documentation and effectiveness of the derivative cover, so that changes in fair value are registered under "Hedging Transaction Reserves" in Shareholders' Equity, net of related deferred taxes.
The fair value of these financial instruments was set by the respective counterparties, which are independent and credible entities, using appropriate valuation models. These were based on the discounted cash flow method using observable market inputs, quoted on the interbank market. In this assessment, the credit risk of the entities concerned was taken into consideration.
As at 30 September 2014 and 31 December 2013, the heading "Derivatives" was broken down as follows:
| Derivatives | 30.9.2014 | 31.12.2013 |
|---|---|---|
| Intevias – Serviços e Gestão, S.A. | 4,912,822 | 4,058,453 |
| C.P.E. – Companhia de Parques de Estacionamento, S.A. 4,903,949 | 3,361,633 | |
| Total | 9,816,771 | 7,420,086 |
As at 30 September 2014 and 31 December 2013, the account headings for accounts payable were broken down as follows:
| Accounts payable | 30.9.2014 | 31.12.2013 |
|---|---|---|
| Associated and jointly managed companies | 2,817,221 | 2,817,221 |
| Fixed assets suppliers | 122,200 | 177,685 |
| Other | 9,559,791 | 9,853,455 |
| Accounts payable - non current | 12,499,213 | 12,848,361 |
| Associated and jointly managed companies | 4,082,068 | 4,606,637 |
| Other shareholders | 27,298 | 25,767 |
| State and other public entities (excluding income tax) | 346,836 | 637,253 |
| Other | 22,603,224 | 14,992,238 |
| Accounts payable - current | 27,059,426 | 20,261,894 |
The breakdown of "State and other public entities (excluding income tax)" shown above as at 30 September 2014 and 31 December 2013 was as follows:
| 30.9.2014 | 31.12.2013 | |
|---|---|---|
| Value added tax | 242,446 | 217,389 |
| Contribution to the social security system | 48,961 | 65,947 |
| Other | 55,430 | 353,917 |
| Total | 346,836 | 637,253 |
As at 30 September 2014 and 31 December 2013, the detail of "Other current liabilities" was as follows:
| Other current liabilities | 30.9.2014 | 31.12.2013 |
|---|---|---|
| Accrued costs | 21,973,912 | 15,511,529 |
| Deferred income | 3,405,863 | 3,565,503 |
| Total | 25,379,775 | 19,077,033 |
As at 30 September 2014 and 31 December 2013, the above account headings were broken down as follows:
| 30.9.2014 | 31.12.2013 | ||
|---|---|---|---|
| Accrued costs | |||
| Invoiced to be received | - | 11,247 | |
| Staff costs to pay | 507,887 | 439,315 | |
| Interest to pay | 13,741,019 | 6,609,160 | |
| Other accrued costs | 7,725,006 | 8,451,807 | |
| Total | 21,973,912 | 15,511,529 | |
| Deferred income | |||
| Works invoiced not executed | 3,010,271 | 3,088,472 | |
| Antecipated rents | 278,241 | 373,696 | |
| Other deferred income | 117,352 | 103,335 | |
| Total | 3,405,863 | 3,565,503 |
The movement in cumulative impairment losses in the period ending 30 September 2014 was as follows:
| Cumulated impairment losses | Notes | Opening balance |
Discontinue d activities |
Change in perimeter |
Increase | Reversal | Utilisation | Impact from foreign exchange |
Closing balance 30.9.2014 |
|---|---|---|---|---|---|---|---|---|---|
| Customers - doubtful accounts | 2,347,043 | - | - | - | (2,830) | - | 66,811 | 2,411,024 | |
| Customers | 1 6 |
2,347,043 | - | - | - | (2,830) | - | 66,811 | 2,411,024 |
| Other accounts receivable | 2,512,349 | - | - | 26,000 | - | - | - | 2,538,349 | |
| Other accounts receivable | 1 6 |
2,512,349 | - | - | 26,000 | - | - | - | 2,538,349 |
| Finished and intermediate goods | 722,765 | - | - | - | (22,016) | - | - | 700,749 | |
| Goods | 1,967,914 | - | - | - | - | - | - | 1,967,914 | |
| Inventories | 1 5 |
2,690,679 | - | - | - | (22,016) | - | - | 2,668,663 |
| Total value adjustments | 7,550,071 | - | - | 26,000 | (24,845) | - | 66,811 | 7,618,037 |
The booking of impairment losses related to accounts receivables is based on a case by case analysis of the risk, for which the nature of the entity involved, the age of the debt and the cumulative experience of the Group in similar situations are taken into account.
The adjustment recorded in the period in "Other receivables" refers to the balance associated with the associated company Ute Efacec / Self Energy, Ley 18/1982.
The movement in provisions and their breakdown by type for the period ending 30 September 2014 was:
| Foreign exchange | Closing | |||||||
|---|---|---|---|---|---|---|---|---|
| Opening balance |
Discontinued activities |
Change in perimeter |
Increase | Reversal | Utilisation | effect and | balance | |
| transfers | 30.9.2014 | |||||||
| Pensions and other staff costs | 9,670 | - | - | 7,649 | - | - | 1,478 | 18,797 |
| Associated c ompanies and entities jointly managed |
925,593 | - | - | 65,835 | - | - | - | 991,428 |
| Other provisions | 66,124 | - | - | - | (67,529) | - | 1,405 | - |
| Total | 1,001,387 | - | - | 73,484 | (67,529) | - | 2,883 | 1,010,224 |
The total balance of the heading "associated companies and jointly controlled entities" in "Reinforcement" column, regards jointly controlled entity Exproestradas XXI, SA, whose investment is valued by the equity method.
The detail of impairment losses and existing provisions as at 30 September 2014 by primary reporting segment was:
| Real estate Concessions Energia Própria SDC and other Consolidated total | |||||
|---|---|---|---|---|---|
| Finished and intermediate goods | 700,749 | - | - | - | 700,749 |
| Goods | 1,967,914 | - | - | - | 1,967,914 |
| Inventories | 2,668,663 | - | - | - | 2,668,663 |
| Doubtful customers | 1,850,531 | - | 69,100 | 491,393 | 2,411,024 |
| Customers | 1,850,531 | - | 69,100 | 491,393 | 2,411,024 |
| Other accounts receivable | 2,512,349 | - | 26,000 | - | 2,538,349 |
| Other accounts receivable | 2,512,349 | - | 26,000 | - | 2,538,349 |
| Total impairment losses | 7,031,544 | - | 95,100 | 491,393 | 7,618,037 |
| Pensions and other staff costs | - | 18,797 | - | - | 18,797 |
| Associated companies and entities jointly managed |
- | 991,428 | - | 991,428 | |
| Provisions for risks and charges | - | 1,010,224 | - | - | 1,010,224 |
Balances and transactions between Group companies included in the perimeter of consolidation and which are included in the consolidated financial statements are eliminated on consolidation and are not disclosed in this note.
The balances and transactions between the Group and associated companies (consolidated using the equity method) are broken down in the tables below:
| Balances as of 30.9.2014 | Customers | Other accounts receivable |
Loans to associated and jointly managed companies |
Borrowings from associated and jointly managed companies |
|---|---|---|---|---|
| companies and entities jointly managed: | ||||
| Auto-Estradas XXI - Subconcessionária Transmontana, S.A. | - | - | 19,024,245 | - |
| Exproestradas XXI - AE Transmontana, S.A. | - | - | - | 17,499 |
| OPERESTRADAS XXI S.A. | 160,676 | - | 582,939 | 3,078,501 |
| SCUTVIAS - Autoestradas da Beira Interior, S.A. | 26,568 | - | 17,308,413 | - |
| MRN - Manutenção de Rodovias Nacionais, S.A. | - | - | 5,886,467 | 3,791,622 |
| Portvias - Portagem de Vias, S.A. | - | - | 398,483 | 11,665 |
| Estradas do Zambeze, S.A. | - | - | 1,097,053 | - |
| Operadora das Estradas do Zambeze, S.A. | - | - | 115 | - |
| associated companies: | ||||
| INDÁQUA - Indústria e Gestão de Águas, S.A. | - | - | 10,240,349 | - |
| GAYAEXPLOR - Construção e Exploração de Parques de | ||||
| Estacionamento, Lda | - | - | 27,500 | - |
| Metropolitan Transportation Solutions Ltd. | 7,254,924 | 1,500,238 | 8,756,054 | - |
| Self Energy Moçambique, S.A. | 258,228 | - | - | - |
| Total | 7,700,396 | 1,500,238 | 63,321,618 | 6,899,286 |
| Transactions in 30.9.2014 | Operational income and gains |
Operational costs and losses |
Financial income and losses |
|---|---|---|---|
| companies and entities jointly managed: | |||
| Auto-Estradas XXI - Subconcessionária Transmontana, S.A. | 232,500 | 5,982 | 548,473 |
| Exproestradas XXI - AE Transmontana, S.A. | - | 65,835 | - |
| OPERESTRADAS XXI S.A. | 240,000 | - | (52,249) |
| SCUTVIAS - Autoestradas da Beira Interior, S.A. | 21,600 | - | 922,696 |
| MRN - Manutenção de Rodovias Nacionais, S.A. | - | - | (8,850) |
| Estradas do Zambeze, S.A. | - | - | 60,000 |
| associated companies: | |||
| INDÁQUA - Indústria e Gestão de Águas, S.A. | - | - | 131,692 |
| Self Energy Moçambique, S.A. | 157,131 | 14,949 | - |
| Total | 651,231 | 86,766 | 1,601,762 |
The terms and conditions practiced between the Group and related parties are substantially the same as those that would normally be contracted between independent entities in comparable transactions on an arm's length basis.
Balances between the Group SDC – Investimentos, SGPS, SA and participated companies of Soares da Costa Construção, SGPS, SA, listed in Note 14, are shown in the table below:
| Balances as of 30.9.2014 | Customers | Affiliated and participant companies |
Suppliers | Other accounts payable |
|---|---|---|---|---|
| Soc. Construções Soares da Costa, SA | 624,345 | - | 8,103,493 | - |
| Soares da Costa Serviços Partilhados, S.A. | 73,446 | - | 92,478 | - |
| CLEAR - Instalações Electromecânicas, S.A. | 30,457 | - | 332,916 | - |
| Soares da Costa Moçambique, SARL | 6,761 | - | - | - |
| SDC Construções SGPS, SA | 4,022 | 266,688 | 71,928 | 7,369 |
| Soares da Costa S. Tomé e Principe - Construções, Lda | 626 | - | - | - |
| Estádio de Coimbra, SC/Abrantina, ACE | - | - | 5,424 | - |
| Total | 739,657 | 266,688 | 8,606,239 | 7,369 |
| Transactions in 30.9.2014 | Operational income and gains |
Operational costs and losses |
Financial income and losses |
|---|---|---|---|
| Soc. Construções Soares da Costa, SA | 2,154,366 | 840,498 | 898,093 |
| Soares da Costa Serviços Partilhados, S.A. | 541,008 | 371,762 | - |
| CLEAR - Instalações Electromecânicas, S.A. | 239,785 | 164,887 | - |
| SDC Construções SGPS, SA | 17,486 | 545,378 | 545,142 |
| Soares da Costa Moçambique, SARL | 6,761 | - | - |
| CAET XXI - Construções, ACE | 780 | - | - |
| CLEAR ANGOLA, Lda. | 700 | - | - |
| Soares da Costa S. Tomé e Principe - Construções, Lda | 626 | - | - |
| Total | 2,961,512 | 1,922,525 | 1,443,235 |
The breakdown of "Other operating gains" for the years ending 30 September 2014 e 2013 was as follows:
| Other operational gains | 30.9.2014 | 30.9.2013 |
|---|---|---|
| Gains in fixed tangible assets | 46,629 | 211,587 |
| Operating subsidies | 44,361 | 86,089 |
| Reversal of adjustments | 24,845 | 11,151 |
| Benefits and contractual penalties | 23,814 | 148,134 |
| Other operational income and gains | 79,343 | 1,852,833 |
| Total | 218,992 | 2,309,794 |
For the periods ending 30 September 2014 and 2013, the breakdown of "Other operating losses" was as follows:
| Other operational losses | 30.9.2014 | 30.9.2013 |
|---|---|---|
| Taxes | 558,158 | 872,087 |
| Fixed tangible assets losses | 2,052 | 798,932 |
| Fines | 18,146 | 125,980 |
| Donations | - | 1,000 |
| Other operational costs and losses | 950,864 | 406,643 |
| Total | 1,529,221 | 2,204,642 |
Gains and losses in associated companies for the periods ending 30 September 2014 and 2013 can be broken down as follows:
| 30.9.2014 | 30.9.2013 | |
|---|---|---|
| Losses in associated and jointly managed companies | ||
| Estradas do Zambeze, S.A. | - | 29,553 |
| Auto-Estradas XXI - Subconcessionária Transmontana, S.A. | 1,339,033 | - |
| Self-Energy Angola, Lda | - | 30,990 |
| Self Energy Moçambique, S.A. | 58,421 | 22,944 |
| Total | 1,397,454 | 83,487 |
| Gains in associated and jointly managed companies | ||
| MRN - Manutenção de Rodovias Nacionais, S.A. | 1,287,701 | 2,192,717 |
| SCUTVIAS - Autoestradas da Beira Interior, S.A. | 6,798,503 | 7,766,972 |
| Operadora das Estradas do Zambeze, S.A. | 76,799 | 202,801 |
| INDÁQUA - Indústria e Gestão de Águas, S.A. | 202,809 | 306,860 |
| OPERESTRADAS XXI S.A. | 324,790 | 846,955 |
| Portvias - Portagem de Vias, S.A | 147,282 | 144,211 |
| Auto-Estradas XXI - Subconcessionária Transmontana, S.A. | - | 1,212,944 |
| Estradas do Zambeze, S.A. | 152,867 | - |
| Sustentável Desafio - Produção de Energia LDA. | 16,384 | - |
| Total | 9,007,134 | 12,673,460 |
| Gains and losses in associated and jointly managed companies | 7,609,680 | 12,589,973 |
The financial results for the periods ending 30 September 2014 and 2013 were broken down as follows:
| Costs and losses | 30.9.2014 | 30.9.2013 | |
|---|---|---|---|
| Interest paid | 10,569,529 | 14,519,896 | |
| Foreign exchange losses | 511,001 | 987,308 | |
| Cash discounts granted | 1,145 | 1,639 | |
| Losses in financial investments | 598 | - | |
| Costs with guarantees | 1,837,946 | 2,920,684 | |
| Costs with banking services | 1,050,844 | 257,311 | |
| Other financial costs and losses | 43,232 | 43,134 | |
| Other financial costs | 3,444,766 | 4,210,075 | |
| (1) | 14,014,295 | 18,729,971 | |
| Income and gains | 30.9.2014 | 30.9.2013 | |
| Interets received | 1,800,125 | 4,670,843 | |
| Income and capital gains from participations | 37,815 | 3,429,061 | |
| Foreign exchange gains | 3,101,086 | 764,809 | |
| Other financial income and gains | 16,987 | 2,059 | |
| Other financial gains | 3,118,073 | 766,869 | |
| (2) | 4,956,012 | 8,866,773 |
The heading "Income and capital gains from participations" reflects the dividends paid by the company "Autopistas Del Valle, S.A." to SDC Concesiones – Costa Rica, S.A., a company in which the Group has a 17% stake.
SDC - Investimentos, SGPS, SA and its subsidiaries in Portugal, in which it has directly or indirectly a shareholding of more than 75%, are assessed for Income Tax in Portugal under the Special Regime for the Taxation of Groups of Companies (RETGS).
For those companies not covered by RETGS, current taxation is calculated based on the respective taxable incomes, in accordance with the applicable taxation schemes in the country of the head office of each company.
As from 1 January 2007, town councils can decide on an annual local surtax of up to a maximum of 1.5% on taxable income not exempt from IRC (Portuguese corporation tax code), which thus increases the nominal tax rate to 24.5%.
Following the publication of Law number 12 – A/2010, of the 30th of June, which introduced changes to the IRC code, a state surtax was introduced. For 2013, the state surtax, in accordance with the provisions of article 87-A of the IRC Code, is assessed on taxable entities which have a taxable profit in excess of 1.5 million Euros and are not exempt from IRC. The state surtax rates are 3% on taxable profit above 1.5 million Euros and up to 7.5 million Euros and 5% above 7.5 million Euros and up to to 35 million Euros and 7% of figures above the 35 million Euros.
In accordance with current legislation in Portugal, income tax declarations are subject to revision and correction by the tax authorities during a four year period (five for social security), except when there have been tax losses, tax benefits have granted, or inspections, claims or appeals are underway, in which case, depending on the circumstances, the time frames can be extended or suspended.
Thus, the tax declarations for the years 2010 and later can still be the object of revision. The board of directors believes that any possible corrections will not have a significant impact on the consolidated financial statements.
The income tax registered for the years ending 30 September 2014 and 2013 can be broken down as follows:
| 30.9.2014 | 30.9.2013 |
|---|---|
| (536,052) 734,968 |
(1,388,020) 548,111 (839,909) |
| 198,916 |
The deferred tax assets and deferred tax liabilities recorded in the statement of financial position have the following nature:
| Deferred tax assets | 30.9.2014 | 31.12.2013 |
|---|---|---|
| Reportable tax losses | 7,554,546 | 8,073,786 |
| Differences in the valuation of fixed assets | 2,949,239 | 3,020,057 |
| Differences in the valuation of investment properties | 2,904,230 | 2,910,006 |
| Impairment losses in intangible assets | 3,808,297 | 3,913,673 |
| Impairment losses in inventories | 329,688 | 330,878 |
| Differences in the valuation of derivatives | - | 2,969 |
| Derivatives fair value | 2,331,549 | 1,767,497 |
| Other | 8,883 | 6,554 |
| Total | 19,886,432 | 20,025,420 |
| 30.9.2014 | 31.12.2013 |
|---|---|
| 4,548,243 | 4,625,564 |
| 397,164 | 410,674 |
| 2,425 | 1,017,368 |
| 237,700 | 237,700 |
| 5,185,532 | 6,291,306 |
The share capital of the company is made up of 159,994,482 ordinary shares and 5,518 nonvoting preferential shares without par value. These nonvoting preferential shares give their owners the right to a priority dividend, under the conditions set out in section 2.7 of the stock market listing particulars, of not less than 5% of the respective issue value, in accordance with paragraph 2 of article 341 of the Portuguese Commercial Companies Code.
| Earnings per share | 30.9.2014 | 30.9.2013 |
|---|---|---|
| Continued operations earnings, net of minorities | (4,494,567) | 5,683,487 |
| Discontinued operations earnings, net of minorities | (989,711) | (21,712,387) |
| Net income attributable to the Group | (5,484,278) | (16,028,900) |
| Number of preferred shares | 5,518 | 5,518 |
| Number of ordinary shares | 159,994,482 | 159,994,482 |
| Earnings attributable to preferred shares | 207 | 207 |
| Continued operations earnings per share | ||
| Basic | (0.028) | 0.036 |
| Diluted | (0.028) | 0.036 |
| Earnings per share | ||
| Basic | (0.034) | (0.100) |
| Diluted | (0.034) | (0.100) |
The company does not have debt instruments convertible into shares, so that the basic earnings per share is the same as the diluted earnings per share.
The detail of bank guarantees and collateral given by SDC Investimentos to third parties as at 30 September 2014 and 31 December 2013 was as follows:
| Bank guarantees | 30.9.2014 | 31.12.2013 |
|---|---|---|
| Guarantees related with concession contracts | 17,954,155 | 18,050,302 |
| Guarantees given to financial institutions | 177,220 | 17,765,209 |
| Other guarantees | 549,282 | 604,107 |
| Total | 18,680,658 | 36,419,618 |
As of 30 September 2014 the breakdown of guarantees provided by currency was as follows:
| Euros | US Dollar | Israelian Shekel |
Total | |
|---|---|---|---|---|
| Bank guarantees | 17,925,438 | 357,220 | 398,000 | 18,680,658 |
On 1 October, 2014, a subsidiary of the Company, SDC - Concessões, SGPS, SA, entered into an agreement with a company of the German group "Talanx AG" to sell its 28.57% participation in the share capital of the company "Indáqua - Indústria de Gestão de Águas, S.A." ("Indáqua"), as well as the credits held on this company. Within the same transaction, it was also agreed the sale to Indáqua of the participations and credits held in the latter subsidiaries (Indáqua Feira, Indáqua Matosinhos e Indáqua Vila do Conde), representing respectively 1%, 1% and 0.57% of their social capital. The overall price of these disposals is 29.41 million Euros, and will be paid on the date of the respective transmissions, which are still pending from authorizations or consents from external entities.
On 6 October, 2014, SDC- Investimentos, SGPS, SA reported the sale of its stake in the company Energia Própria, SA (EP) which represents 57.26% of the share capital – to a company owned by one of the founders of EP. The sale was made for the price of one Euro. Under a payment agreement entered between SDC Investimentos and EP, the former keeps the ownership of the shareholders' loans and other credits that it detains on EP. This transaction is part of the financial restructuring strategy of SDC Investimentos and, is also justified by the substantial changes in the context and in the business model of EP that had motivated the acquisition of that participation.
There were no changes compared to the last published annual financial statements. Therefore:
During execution of the concession contract, a dispute arose in 2010 between the grantor (State of Israel) and Metropolitan Transportation Solutions (MTS), the concessionary company in which the Soares da Costa Group has a shareholding of 20%, as duly disclosed to the market.
After signature of the contract referred to, which took place in May 2007, and in accordance with its provisions, activities for the "Financial Close" and to the early execution of work relating to the project were carried out. Activities for the "Financial Close" were negatively affected by the world financial crisis which made it necessary to make changes to some contractual provisions. These changes were subject to hard and exhaustive negotiations between the Concessionary and Grantor, with the involvement of the Financing Entities.
During the third quarter of 2010, MTS was in the meantime confronted with the decision of the Grantor to terminate the contract on the grounds that the Concessionary was in alleged breach of contract, unless MTS accepted to compensate the Grantor and a number of other conditions.
The concessionaire and its shareholders decided to reject the position taken by the grantor and the conditions demanded which would render the project inoperable - and to submit the dispute to an Arbitration Court, set up in Israel, and has begun the necessary formalities for that purpose.
The arbitration proceedings have taken place with the usual slowness associated with this type of process. Court hearings took place during 2013 and it is our belief that the process can be expected to be concluded during 2014.
The consolidated assets exposed to this risk amount to 17.2 million Euros, while the sums claimed from the dispute are well in excess of this.
MTS and its shareholders have already expressed their belief, with which the board of directors agrees, that the process is taking its course with the necessary independence and according to international standards, and meanwhile a conclusion to the arbitration is awaited. Because it is the belief of the Board of Directors of the company, backed up by its legal advisors,
that the outcome of the dispute will not result in a materially relevant impact on the consolidated financial statements attached, no provision has been made.
On 21 March 2012, the Portuguese Audit Court refused the give prior approval to the concession contract, leading to the cancellation of the project.
As a result, the company began the process of terminating contracts with staff, closed its office and cancelled all contracts signed for the concession contract.
Also, as a result of the refusal of prior approval, the company began to prepare a request for payment from the Portuguese State for costs incurred by the concession, which was sent on 30 July 2012, claiming a sum of 159.4 million Euros to date.
Given that the Portuguese state has not responded to this request for payment presented to ELOS, preparations have begun for proceedings in the Arbitration Court.
In relation to financing contracts, an agreement (Partial Assignment Agreement) was signed in June between the company, the European Investment Bank (BEI), and a syndicate of banks made up of the Caixa Geral de Depósitos, Banco Comercial Português and Banco Espírito Santo, as a result of which the two loan facilities contracted with the BEI, were transferred to the Commercial Banks, achieved by terminating BEI's contractual position in favor of the banking syndicate. The facilities granted were an amount of 300,000,000 Euros (Part A Loan), still available for use, and the facility for 300,000,000 Euros (Part B Loan), of which to date 90,761,574 Euros has been used.
These sums have no impact on the consolidated accounts of the company, since the financial shareholding is valued at acquisition cost.
In the second half of 2012 meanwhile, the Portuguese State expressed its intention via the banking syndicate to take advantage of the conditions of the project's financial package, including interest rate swap contracts, so that, while the remaining contracts were continued by the company, on the 22nd of January 2013 the contractual position of the company in relation to all the unused loan facilities and swap contracts was terminated and assigned to Parpública.
On 25 April 2013, Initial Proceedings and the nomination of ELOS' Arbitrator for the setup of the Arbitration Tribunal were sent to the Portuguese State. The latter has already sent its arguments to oppose the proceedings and the arbitration process is proceeding normally.
Now that the phase of producing documentary evidence and witness statements has concluded, the process is now in the phase of each party making their final allegations, so a decision is now expected by the end of 2014.
The consolidated assets exposed to this risk (financial shareholding held in ELOS and the treasury loans granted) are valued at approximately 3.1 million Euros, but the sums claimed as part of the above dispute are far in excess of this. Because it is the belief of the board of directors of the company, backed up by its legal advisors, that the outcome of the dispute will not result in a materially relevant impact on the consolidated financial statements attached, no provision has been made.
1) As announced in 2002, the Soares da Costa Group was profoundly restructured and reorganized, which involved, among other steps, the setup of a holding company and four sub-holdings for each business area: construction, real estate, concessions and industry.
The sub-holdings were set up with their share capital paid up in kind by the holding company through the transfer at market value to the respective sub holding of a portfolio of shareholdings previously held in each of those segments by the holding company, from which fiscally relevant capital gains and losses were generated.
The Portuguese tax authorities, following an investigation of Grupo Soares da Costa, SGPS, SA's accounts, notified the company in 2005 of a demand for payment of income tax totaling 17,136,692 Euros, determined by disallowing as tax deductible costs a number of capital losses generated as a result of the above process (the capital gains generated in the same process however were however treated as taxable income). As duly communicated to the market (as a relevant fact on 10 November 2005) the company, as well as its external consultants, the statutory and external
auditors, who accompanied and were involved in the process, totally disagree with and reject the tax authorities' opinion, and the tax demand has been legally contested, with the exception of a sum of 381,752 Euros that has already been paid.
2) In July 2012, SDC – Investimentos, SGPS, SA (former Grupo Soares da Costa, SGPS, SA), the parent company for the Special Taxation Regime for Groups of Companies (RETGS), was notified of an income tax assessment for the year 2008 following a tax audit of the company and some its subsidiaries. From this notification arose a demand for payment of 2,164 million Euros as a result of corrections made by the Tax Authorities (TA), mainly relating to the deductibility of financial charges and transfer pricing. The company disagrees with the TA's understanding, has already appealed against the assessment and has requested, pursuant to the terms of the Tax Procedure and Process Code, the suspension of the legal enforcement proceedings.
3) In June 2013, SDC – Investimentos, SGPS, SA (former Grupo Soares da Costa, SGPS, SA), the parent company for the RETGS, was notified of an income tax assessment for the year 2009 following a tax audit of the company and some of its subsidiaries. From this notification arose a demand for payment of 1,391 million Euros, with a voluntary payment deadline of 12 August 2012, as a result of corrections made by the TA, mainly relating to the deductibility of financial charges. The company disagrees with the understanding of the TA, has already appealed against the assessment and has requested, pursuant to the terms of the Tax Procedure and Process Code, the suspension of the legal enforcement proceedings
The board of directors accepts that, if the understanding of the TA is upheld, corrections of the same kind may be applied to subsequent tax years, with implications for the accounts of the company and the subsidiaries concerned.
Meanwhile, in June 2014, in the informal review process, the company obtained the TA's decision that granted her claim in matters related to municipal surcharge of corporate groups and autonomous taxation in the amount of 222 thousand Euros, the liquidation amount now being 1.170 million Euros.
The board of directors and the company's lawyers believe these judicial appeals will be successful, which is the reason why no provision was made in the annexed financial statements.
At the meeting of 20 November 2014 the board of directors authorized the release of these financial statements.
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