Quarterly Report • May 30, 2013
Quarterly Report
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Sonae Capital, SGPS, SA Lugar do Espido, Via Norte T (+351) 22 010 79 03 Share Capital 250,000,000 euro Sociedade Aberta Apartado 3053 – 4471-937 Maia F (+351) 22 010 79 35 Maia Commercial Registry and Portugal www.sonaecapital.pt Fiscal Nr. 508 276 756
REPORT OF THE BOARD OF DIRECTORS |
3 |
|---|---|
| 1. HIGHLIGHTS |
4 |
| 2. OVERALL PERFORMANCE |
5 |
| 3. SEGMENT PERFORMANCE |
7 |
| GLOSSARY | 10 |
CONSOLIDATED FINANCIAL STATEMENTS |
11 |
31 MARCH 2013
TURNOVER (24.6 M.€) DECREASED MARGINALLY (2%), COMPARED TO LAST YEAR
EXPRESSIVE 72% INCREASE IN EBITDA, TO -0.9M.€, CAPTURING GAINS FROM THE SEVERAL OPTIMIZATION INITIATIVES WHICH ARE BEING IMPLEMENTED, TARGETING OPERATIONAL STRUCTURES
NET PROFIT IMPROVED 7%, TO NEGATIVE 6.4 M.€
IMPROVED CAPITAL STRUCTURE LEADING TO A DECREASE IN FINANCIAL EXPENSES
| Consolidated Profit and Loss Statement | |||
|---|---|---|---|
| Million euro | |||
| 3M 2013 3M 2012 | Var. | ||
| Total Operational Income | 26.2 | 26.5 | -1.1% |
| Turnover | 24.6 | 25.1 | -2.1% |
| Other Operational Income | 1.7 | 1.4 | +17.6% |
| Total Custos Operacionais | -26.9 | -29.5 | +8.6% |
| Cost of Goods Sold | -7.3 | -7.8 | +7.3% |
| Change in Stocks of Finished Goods | -0.4 | -1.0 | +59.9% |
| External Supplies and Services | -10.0 | -10.3 | +2.8% |
| Staff Costs | -8.9 | -9.8 | +9.5% |
| Other Operational Expenses | -0.4 | -0.6 | +31.4% |
| EBITDA | -0.9 | -3.1 +71.6% | |
| EBIT | -4.1 | -6.6 +37.5% | |
| Net Financial Expenses | -2.4 | -3.2 | +23.0% |
| Investment Income and Assoc. Undertakings | 1.6 | 1.9 | -16.8% |
| EBT | -5.0 | -7.9 +36.6% | |
| Taxation | -1.4 | 1.0 | - |
| NET PROFIT | -6.4 | -6.9 | +6.8% |
| Attributable to Equity Holders of Sonae Capital | -6.2 | -6.6 | +5.7% |
| Attributable to Non-Controlling Interests | -0.2 | -0.3 | +34.6% |
| Consolidated Balance Sheet | |||
|---|---|---|---|
| Million euro | |||
| 3M 2013 | 2012 | Var. | |
| Total Assets | 643.6 | 657.4 | -2.1% |
| Tangible and Intangible Assets | 251.7 | 253.9 | -0.9% |
| Goodwill | 61.0 | 61.0 | 0.0% |
| Non-Current Investments | 47.2 | 55.0 | -14.2% |
| Other Non-Current Assets | 49.3 | 48.3 | +2.1% |
| Stocks | 187.1 | 187.8 | -0.4% |
| Trade Debtors and Other Current Assets | 44.0 | 48.1 | -8.6% |
| Cash and Cash Equivalents | 3.3 | 3.2 | +3.1% |
| Total Equity | 318.3 | 324.0 | -1.7% |
| Total Equity attributable to Equity Holders of Sonae Capital |
310.1 | 315.2 | -1.6% |
| Total Equity attributable to Non-Controlling Interests |
8.2 | 8.7 | -5.3% |
| Total Liabilities | 325.3 | 333.5 | -2.4% |
| Non-Current Liabilities | 159.7 | 180.1 | -11.3% |
| Non-Current Borrowings | 138.9 | 158.7 | -12.5% |
| Deferred Tax Liabilities | 13.7 | 14.3 | -4.4% |
| Other Non-Current Liabilities | 7.1 | 7.1 | +0.7% |
| Current Liabilities | 165.6 | 153.4 | +8.0% |
| Current Borrowings | 116.6 | 100.6 | +15.8% |
| Trade Creditors and Other Current Liabilities | 49.0 | 52.7 | -7.0% |
| Total Equity and Liabilities | 643.6 | 657.4 | +2.1% |
Turnover reached 24.6 M.€ in the quarter, evidencing a marginal 2% decrease compared to the first quarter of 2012,
despite a clearly more depressed consumption and investment setting.
Following the trend shown during 2012, operational costs decreased over the comparable period by around 9%, as a result of the cost optimization and restructuring plan which is underway.
Operational performance resulted in a 2.3 million euro improvement in consolidated EBITDA, which amounted to negative 0.9 million euro in the period.
In absolute terms, the Energy business continued to be the major sole contributor to EBITDA (0.9 million euro), and the Fitness business recovered to positive EBITDA (0.1 million euro) following six quarters of negative contribution.
Net profit amounted to negative 6.4 million euro in the quarter, representing a 0.5 million euro improvement over the previous year,
| Net Profit 1Q 2012 |
EBITDA | D&A | Net Fin. Expenses |
Associated Undert./ Invest. Income |
Taxation | Net Profit 1Q 2013 |
|---|---|---|---|---|---|---|
| -6.9 | +2.3 | +0.2 | +0.7 | -0.3 | -2.4 | -6.4 |
with the impact of improved operational performance being partially offset by a lower level of deferred taxes in the period.
| Net Capital Employed Million Euro |
|||
|---|---|---|---|
| 3M 2013 | 2012 | 2011 | |
| Net Capital Employed | 570.4 | 580.0 | 598.0 |
| Capex in the Period | 1.2 | 12.1 | 11.0 |
| Working Capital | 182.1 | 183.2 | 208.8 |
| Equity | 318.3 | 324.0 | 336.9 |
| Net Debt | 252.1 | 256.1 | 261.1 |
| Net Debt / Capital Employed | 44.20% | 44.15% | 43.66% |
| Gearing | 79.20% | 79.04% | 77.50% |
Capex for the period amounted to 1.2 million euro, mostly explained by the growth plan of the Energy segment
(the new photovoltaic park project will start operations in the last quarter of the year).
The Group continued to sell non-strategic assets with the objective of reducing its leverage level and support its growth plans. A 6.51% shareholding in Fundo de Investimento Imobiliário Imosede was sold in the quarter, generating a 10 million euro cash inflow. On the reporting date, the Sonae Capital Group owns a 25.85% shareholding in that Fund.
As at 31 March 2013, Net Debt was 252.1 million euro, a 4 million euro decrease compared to the end of the previous year,
and its minimum level since June 2008.
The steady reduction in the debt level, as well as the optimization of working capital management, led to the period's decrease in financial expenses.
Gearing ratio as at 31 March 2013 remained at 79.2% (81.3% in 31 March 2012).
The decrease in Sonae Turismo's turnover (11%, to 6.3 million euro) reflects lower real estate sales volume in troiaresort and lower turnover in the Fitness segment.
Positive EBITDA performance extended to all business segments, reaching negative 2.6 million euro on a consolidated basis. Profitability improvements based on the optimization of cost structures and reconverted business model, namely in the Fitness segment, were noticeable in the period.
| 1Q12 | Resorts | Fitness | Hotels | 1Q13 |
|---|---|---|---|---|
| -3.9 | +0.6 | +0.5 | +0.4 | -2.6 |
The redesigned business model and the repositioning of the Solinca brand, with the consequent adjustment in the commercial approach, led to an above expectations increase in the number of members (rising 23% over last year's comparable) and to operational breakeven in the first quarter of the year.
In the first quarter of the year, the number and pace of new membership contracts has widely exceeded the cancellations flow, confirming the impact of cross selling campaigns which were implemented in the course of the strategy pursued.
Additional actions aimed at expanding the customer base and increasing its intrinsic average profitability should be promoted in the course of the year.
The performance of the hotel segment is mostly explained by an increase in occupancy rates, driven by the Easter season impact and the growth in corporate events demand in the Troia Peninsula and Porto hotel units.
The number of room nights grew by 25% in the quarter compared to the same period of the previous year, with no detriment of the average revenue per room.
The first quarter of 2013 already includes full operation of the three cogeneration plants which make up the Group's portfolio as at the reporting date (two plants in March 2012),
driving the segment's turnover and EBITDA (evidencing 13% and 31% growth, respectively).
In the quarter, this segment continued to be the major contributor to the Group's EBITDA.
Including the photovoltaic park which is under development (and will start operations in the last quarter of the year), power under management will rise to 19.3 MW.
Following constraints emerging from the more adverse market environment in Portugal, the Sistavac Group has been expanding internationally, mainly based on its HVAC and Refrigeration business lines.
EBITDA's performance in Portugal is also showing the impact of some of the cost optimization measures implemented at the business level, pursuing the Group's guidelines regarding this matter.
This business segment still encloses potential for additional efficiency gains.
Sonae Capital Group owns a set of non-strategic assets, and thus available for sale, including:
The real estate portfolio included under this category includes a diversified group of assets, at different licensing and construction stages, including plots of land with and without construction viability, residential units, construction projects, offices, industrial and retail premises, with widespread geographical dispersion.
The Group's guidelines aim at selling this set of assets, with no strategic fit with current growth options and medium term development plans.
(note: external valuation reported to 31 December 2011 - Cushman & Wakefield)
Major assets:
| Asset | % Shareholding |
|---|---|
| Norscut | 36.00% |
| Imosede Fund | 25.85% |
| Saúde Atlântica (Healthcare) | 50.00% |
| Lidergraf | 24.50% |
| Imosonae II Fund | 0.056% |
Maia, 8 May 2013
EBITDA = Operational Profit (EBIT) + Amortization and Depreciation + Provisions and Impairment Losses (excluding those regarding receivables) + Impairment Losses of Real Estate Assets in Stocks (included in Costs of Goods Sold) – Reversal of Impairment Losses and Provisions (included in Other Operating Income, excluding those regarding receivables).
Gearing Ratio = Net Debt / Equity.
31 MARCH 2013
(Amounts expressed in euro)
| ASSETS | Notes | 31.03.2013 | 31.12.2012 |
|---|---|---|---|
| NON-CURRENT ASSETS: | |||
| Tangible assets | 7 | 243,960,878 | 246,117,450 |
| Intangible assets | 7 | 7,715,485 | 7,831,062 |
| Goodwill | 8 | 60,988,643 | 60,988,643 |
| Investments in associated companies | 5 | 6,439,434 | 4,666,035 |
| Other investments | 6 and 9 | 40,728,237 | 50,325,207 |
| Deferred tax assets | 13 | 27,745,198 | 27,849,077 |
| Other non-current assets | 10 | 21,584,753 | 20,481,928 |
| Total non-current assets | 409,162,628 | 418,259,402 | |
| CURRENT ASSETS: | |||
| Stocks | 11 | 187,112,087 | 187,800,644 |
| Trade account receivables and other current assets | 12 | 43,988,332 | 48,109,558 |
| Cash and cash equivalents | 14 | 3,346,613 | 3,244,695 |
| Total Current Assets | 234,447,032 | 239,154,897 | |
| TOTAL ASSETS | 643,609,660 | 657,414,299 | |
| EQUITY AND LIABILITIES | |||
| EQUITY: | |||
| Share capital | 15 | 250,000,000 | 250,000,000 |
| Own Shares | 15 | (469,426) | (264,705) |
| Reserves and retained earnings | 66,789,271 | 76,606,169 | |
| Profit/(Loss) for the year attributable to the equity holders of Sonae Capital | (6,249,484) | (11,092,003) | |
| Equity attributable to the equity holders of Sonae Capital | 310,070,361 | 315,249,461 | |
| Equity attributable to non-controlling interests | 16 | 8,247,218 | 8,707,639 |
| TOTAL EQUITY | 318,317,579 | 323,957,100 | |
| LIABILITIES: | |||
| NON-CURRENT LIABILITIES: | |||
| Loans | 17 | 138,859,564 | 158,675,673 |
| Other non current liabilities | 19 | 4,048,873 | 3,997,310 |
| Deferred tax liabilities | 13 | 13,712,598 | 14,344,526 |
| Provisions | 22 | 3,079,824 | 3,079,824 |
| Total Non-Current Liabilities | 159,700,859 | 180,097,333 | |
| CURRENT LIABILITIES: | |||
| Loans | 17 | 116,583,138 | 100,639,248 |
| Trade creditors and other current liabilities | 21 | 47,863,148 | 51,565,511 |
| Provisions | 22 | 1,144,936 | 1,155,107 |
| Total Current Liabilities | 165,591,222 | 153,359,866 | |
| TOTAL LIABILITIES | 325,292,081 | 333,457,199 | |
| TOTAL EQUITY AND LIABILITIES | 643,609,660 | 657,414,299 | |
The accompanying notes are part of these financial statments.
(Amounts expressed in euro)
| Notes | 31.03.2013 | 31.03.2012 | |
|---|---|---|---|
| Sales | 6,882,201 | 11,626,490 | |
| Services rendered | 17,683,221 | 13,474,314 | |
| Other operating income | 1,680,311 | 1,428,952 | |
| Cost of sales | (7,269,507) | (7,842,310) | |
| Changes in stocks of finished goods and work in progress | (390,774) | (974,140) | |
| External supplies and services | (9,998,358) | (10,281,873) | |
| Staff costs | (8,881,104) | (9,811,862) | |
| Depreciation and amortisation | (3,380,034) | (3,566,687) | |
| Provisions and impairment losses | (67,840) | (92,423) | |
| Other operating expenses | (386,747) | (563,456) | |
| Operational profit/(loss) | (4,128,631) | (6,602,995) | |
| Financial Expenses | (2,749,398) | (3,651,389) | |
| Financial Income | 300,118 | 472,287 | |
| Profit/(Loss) in associated undertakings | 5 | 1,252,707 | 1,892,060 |
| Investment income | 324,170 | 2,347 | |
| Profit/(Loss) before taxation | (5,001,034) | (7,887,690) | |
| Taxation | 25 | (1,432,820) | 981,879 |
| Profit/(Loss) for the year | 26 | (6,433,854) | (6,905,811) |
| Attributable to: | |||
| Equity holders of Sonae Capital | (6,249,484) | (6,623,881) | |
| Non-controlling interests | 16 | (184,370) | (281,930) |
| Profit/(Loss) per share | |||
| Basic | 27 | (0.025179) | (0.026536) |
| Diluted | 27 | (0.025179) | (0.026536) |
The accompanying notes are part of these financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Amounts expressed in euro)
| 31.03.2013 | 31.03.2012 | |
|---|---|---|
| Consolidated net profit/(loss) for the period | (6,433,854) | (6,905,811) |
| Items that may subsequently be reclassified to net profit/(loss): | ||
| Changes in the currency translation differences | 38,649 | (8,788) |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
513,692 | (470,661) |
| Change in the fair value of assets available for sale | 472,764 | - |
| Change in the fair value of cash flow hedging derivatives | 383,872 | (299,679) |
| Tax related to other comprehensive income captions | (118,191) | - |
| Other comprehensive income for the period | 1,290,786 | (779,128) |
| Total comprehensive income for the period | (5,143,068) | (7,684,939) |
| Attributable to: | ||
| Equity holders of Sonae Capital | (4,974,547) | (7,400,970) |
| Non-controlling interests | (168,521) | (283,969) |
The accompanying notes are part of these financial statements.
FOR THE THREE MONTHS PERIODS ENDED 31MARCH 2013 AND 2012
| Att rib ble Eq uity Ho lde f So Ca ita l uta to rs o nae p |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sha re Cap ital |
Ow n Sha res |
Dem erg er Res erv e (No te 1 6) |
Tra nsla tion Res erv es |
Fair Va lue Res erv es |
Hed ging Res erv es |
Oth er R ese rves and Re tain ed Ear ning s |
Sub al tot |
Net Pro fit/ (Los s) |
al Tot |
Non - Con trol ling Inte rest s |
al E quit Tot y |
|
| Bala t 1 J ry 20 12 nce as a anua |
250, 000, 000 |
(36, 143) |
132, 638, 253 |
(1,1 79,5 02) |
- | (1,7 37,9 80) |
(55, 049, 957) |
74,6 70,8 14 |
2,99 4,27 2 |
327, 628, 943 |
9,24 1,77 7 |
336, 870, 720 |
| Tota l con solid ated preh ensi ve i e fo r the iod com ncom per |
- | - | - | (8,0 45) |
- | (298 ,383 ) |
(470 ,661 ) |
(777 ,089 ) |
(6,6 23,8 81) |
(7,4 00,9 70) |
(283 ,969 ) |
(7,6 84,9 39) |
| n of fit o f 20 App iatio 11: ropr pro |
||||||||||||
| Tran sfer to l egal and reta ined ning rese rves ear s |
- | - | - | - | - | - | 2,99 4,27 2 |
2,99 4,27 2 |
(2,9 94,2 72) |
- | - | - |
| Acq uisit ion o f ow n sh ares |
- | (54, 916) |
- | - | - | - | - | - | - | (54, 916) |
- | (54, 916) |
| Cha in t he p e of ital held in a ffilia ted pani ntag nges erce cap com es |
- | - | - | - | - | - | 8,45 0 |
8,45 0 |
- | 8,45 0 |
- | 8,45 0 |
| Othe r ch ange s |
- | - | - | - | - | - | - | - | - | - | - | - |
| Bala t 31 Mar ch 2 012 nce as a |
250, 000, 000 |
(91, 060) |
132, 638, 253 |
(1,1 87,5 47) |
- | (2,0 36,3 63) |
(52, 517, 896) |
76,8 96,4 47 |
(6,6 23,8 81) |
320, 181, 506 |
8,95 7,80 8 |
329, 139, 314 |
| Bala t 1 J ry 20 13 nce as a anua |
250, 000, 000 |
(264 ,705 ) |
132, 638, 253 |
(11, 486) |
153, 082 |
(2,3 37,1 76) |
(53, 836, 504) |
76,6 06,1 69 |
(11, 092, 003) |
315, 249, 461 |
8,70 7,63 9 |
323, 957, 100 |
| l con solid ated preh e fo r the iod Tota ensi ve i com ncom per |
- | - | - | 29,6 97 |
354, 573 |
376, 975 |
513, 692 |
1,27 4,93 7 |
(6,2 49,4 84) |
(4,9 74,5 47) |
(168 ,521 ) |
43,0 68) (5,1 |
| App iatio n of fit o f 20 12 ropr pro |
||||||||||||
| Tran sfer to l egal and ined ning reta rese rves ear s |
- | - | - | - | - | - | (11, 092, 003) |
(11, 092, 003) |
11,0 92,0 03 |
- | - | - |
| Divid ends pai d |
- | - | - | - | - | - | - | - | - | - | (291 ,900 ) |
(291 ,900 ) |
| Acq f ow n sh uisit ion o ares |
- | (204 ,721 ) |
- | - | - | - | - | - | - | (204 ,721 ) |
- | (204 ,721 ) |
| Cha in t he p ntag e of ital held in a ffilia ted pani nges erce cap com es |
- | - | - | - | - | - | - | - | - | - | - | - |
| Othe r ch ange s |
- | - | - | - | - | - | 168 | 168 | - | 168 | - | 168 |
| Bala t 31 Mar ch 2 013 nce as a |
250, 000, 000 |
(469 ,426 ) |
132, 638, 253 |
18,2 11 |
507, 655 |
(1,9 60,2 01) |
(64, 647) 414, |
66,7 89,2 71 |
(6,2 49,4 84) |
310, 070, 361 |
8,24 7,21 8 |
318, 317, 579 |
The accompanying notes are part of these financial statements.
(Amounts expressed in Euro)
| Notes | 31.03.2013 | 31.03.2012 | |
|---|---|---|---|
| OPERATING ACTIVITIES: | |||
| Cash receipts from trade debtors | 28,505,486 | 28,227,292 | |
| Cash receipts from trade creditors | (21,584,021) | (19,239,136) | |
| Cash paid to employees | (7,575,913) | (8,729,565) | |
| Cash flow generated by operations | (654,448) | 258,591 | |
| Income taxes (paid) / received | (131,956) | (154,668) | |
| Other cash receipts and (payments) relating to operating activities | (101,998) | 1,492,425 | |
| Net cash flow from operating activities (1) | (888,402) | 1,596,348 | |
| INVESTMENT ACTIVITIES: | |||
| Cash receipts arising from: | |||
| Investments | 10,393,862 | 19,485 | |
| Tangible assets | 264,281 | 5,507 | |
| Interest and similar income | 20,674 | 98,003 | |
| 10,678,817 | 122,995 | ||
| Cash Payments arising from: | |||
| Investments | (28,250) | - | |
| Tangible assets | (1,875,434) | (2,700,512) | |
| Intangible assets | (27,164) | (13,210) | |
| Loans granted | (6,885) | (3,600) | |
| (1,937,733) | (2,717,322) | ||
| Net cash used in investment activities (2) | 8,741,084 | (2,594,327) | |
| FINANCING ACTIVITIES: | |||
| Cash receipts arising from: | |||
| Loans obtained | 7,703,274 | 21,353,563 | |
| 7,703,274 | 21,353,563 | ||
| Cash Payments arising from: | |||
| Loans obtained | (10,915,611) | (16,641,710) | |
| Interest and similar charges | (3,781,186) | (4,890,361) | |
| Purchase of own shares | (204,721) | (54,916) | |
| (14,901,518) | (21,586,987) | ||
| Net cash used in financing activities (3) | (7,198,244) | (233,424) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | 654,438 | (1,231,403) | |
| Effect of foreign exchange rate | (14,150) | 21,238 | |
| Cash and cash equivalents at the beginning of the period | 14 | 2,609,152 | 2,986,070 |
| Cash and cash equivalents at the end of the period | 14 | 3,277,740 | 1,733,429 |
The accompanying notes are part of these financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED 31 MARCH 2013 (Translation from the Portuguese Original)
(Amounts expressed in Euro)
SONAE CAPITAL, SGPS, SA ("Company", "Group" or "Sonae Capital") whose head-office is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, is the parent company of a group of companies, as detailed in Notes 5 to 7 ("Sonae Capital Group") and was set up on 14 December 2007 as a result of the demerger of the shareholding in SC, SGPS, SA (previously named Sonae Capital, SGPS, SA) from Sonae, SGPS, SA, which was approved by the Board of Directors on 8 November 2007 and by the Shareholder's General Meeting held on 14 December 2007.
Reflecting the current management structure, the reporting segments were revised, addressing the three strategic business areas identified in the Group:
The non-strategic assets (including non-tourism real estate assets and financial shareholdings) are included in the segment "Other assets".
The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2012.
Interim financial statements were presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accompanying consolidated financial statements have been prepared from the books and accounting records of the Company and of its affiliated undertakings (Notes 4 to 6), on a going concern basis and under the historical cost convention, except for derivative financial instruments which are stated at fair value.
Changes to international accounting standards that came into force on or after 1 January 2013, did not have material impacts in the financial statements as at 31 March 2013.
Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 31 March 2013 and 31 December 2012, are as follows:
| Percentage of capital held | ||||||
|---|---|---|---|---|---|---|
| 31 March 2013 | 31 December 2012 | |||||
| Company | Head Office | Direct | Total | Direct | Total | |
| Sonae Capital SGPS, SA | Maia | Holding | Holding | Holding | Holding | |
| Sonae Turismo | ||||||
| Aqualuz - Turismo e Lazer, Lda | a) | Lagos | 100.00% | 100.00% | 100.00% | 100.00% |
| Atlantic Ferries - Traf.Loc.Flu.e Marit., SA | a) | Grândola | 83.41% | 83.41% | 83.41% | 83.41% |
| Casa da Ribeira - Hotelaria e Turismo, SA | a) | Marco de Canaveses |
100.00% | 100.00% | 100.00% | 100.00% |
| Golf Time - Golfe e Inv.Turisticos, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| Imoareia Investimentos Turísticos,SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Imopenínsula - Sociedade Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% |
| Imoresort - Sociedade Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% |
| Marina de Tróia, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% |
| Marmagno-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% |
| Marvero-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% |
| Sete e Meio-Investimentos e Consultadoria,SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% |
| SII - Soberana Investimentos Imobiliários, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% |
| Solinca - Health & Fitness, SA | a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% |
| Solinca-Investimentos Turísticos, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| Solinfitness - Club Málaga, SL | a) | Malaga (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Solswim – Gestão e Expl.de Equip. Aquáticos, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Soltroia-Imob.de Urb.Turismo de Tróia, SA | a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Turismo - SGPS, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| Sontur, BV | a) | Amsterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
| Tróia Market, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% |
| Tróia Natura, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% |
| Troiaresort - Investimentos Turísticos, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% |
| Troiaverde-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% |
| Tulipamar-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% |
| Ecociclo II – Energias, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Integrum Colombo – Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum-Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum Martim Longo - Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum Vale do Caima- Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Refrigeration, HVAC | |||||||
| Friengineering, SA | a) | São Paulo (Brazil) | 100.00% | 70.00% | 100.00% | 70.00% | |
| PJP - Equipamento de Refrigeração, Lda | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
| Sistavac, SGPS, SA | a) | Matosinhos | 70.00% | 70.00% | 70.00% | 70.00% | |
| Sistavac, SA | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
| SKK-Central de Distr., SA | a) | Porto | 100.00% | 70.00% | 100.00% | 70.00% | |
| SKKFOR - Ser.For.e Desen. de Recursos, SA | a) | Maia | 100.00% | 70.00% | 100.00% | 70.00% | |
| Sopair, SA | a) | Madrid (Spain) | 100.00% | 70.00% | 100.00% | 70.00% | |
| Other Assets | |||||||
| Bloco Q-Sociedade Imobiliária, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Bloco W-Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Centro Residencial da Maia,Urban., SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Cinclus Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Contacto Concessões, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Country Club da Maia-Imobiliaria, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Cronosaúde – Gestão Hospitalar, SA | a) | Porto | 100.00% | 50.00% | 100.00% | 50.00% | |
| Empreend.Imob.Quinta da Azenha, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | Fundo Especial de Investimento Imobiliário Fechado WTC |
a) | Maia | 99.82% | 99.82% | 99.82% | 99.82% |
| Imobiliária da Cacela, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoclub-Serviços Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imodivor - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | Imoferro-Soc.Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Imohotel-Emp.Turist.Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoponte-Soc.Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imosedas-Imobiliária e Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Implantação – Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Inparvi SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Invesaude – Gestão Hospitalar, SA | a) | Maia | 100.00% | 50.00% | 100.00% | 50.00% | |
| Martimope - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Porturbe-Edificios e Urbanizações, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium – Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium II-Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium-SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Prédios Privados Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Predisedas-Predial das Sedas, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Promessa Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Saúde Atlântica - Gestão Hospitalar, SA | a) | Maia | 50.00% | 50.00% | 50.00% | 50.00% | |
| SC Assets, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC – Eng. e Promo Imobiliária,SGPS,SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sete e Meio Herdades - Investimentos Agrícolas e Turismo, SA |
a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Société de Tranchage Isoroy SAS | a) | Honfleur (France) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Soconstrução, BV | a) | Amsterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Soira-Soc.Imobiliária de Ramalde, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sótaqua - Soc. de Empreendimentos Turísticos, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Spinarq–Engenharia, Energia e Ambiente,SA | a) | Luanda (Angola) | 99.90% | 99.90% | 99.90% | 99.90% | |
| Spinveste - Promoção Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Spinveste-Gestão Imobiliária SGII, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Spred SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Torre São Gabriel-Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Urbisedas-Imobiliária das Sedas, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Vistas do Freixo-Emp.Tur.imobiliários,SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | World Trade Center Porto, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| Others | |||||||
| Interlog-SGPS, SA | a) | Lisbon | 98.98% | 98.98% | 98.98% | 98.98% | |
| SC – Sociedade de Consultadoria, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC-SGPS, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC Finance, BV | a) | Amsterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
a) Majority of voting rights.
1) Company included in the Sonae Turismo segment in 2012.
Associated and jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group as at 31 March 2013 and 31 December 2012 are as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31 March 2013 | 31 December 2012 | Book Value | ||||||
| Company | Head Office |
Direct | Total | Direct | Total | 31 March 2013 |
31 December 2012 |
|
| Other Assets | ||||||||
| Andar - Sociedade Imobiliária, SA | Maia | 50.00% | 50.00% | 50.00% | 50.00% | 552,421 | 637,735 | |
| 1) | Sociedade de Construções do Chile, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| 1) | Vastgoed One - Sociedade Imobiliária, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| 1) | Vastgoed Sun - Sociedade Imobiliária, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| Lidergraf - Artes Gráficas, Lda | Vila do Conde |
24.50% | 24.50% | 24.50% | 24.50% | 534,126 | 510,194 | |
| Norscut - Concessionária de Scut Interior Norte, SA | Lisbon | 36.00% | 36.00% | 36.00% | 36.00% | 5,328,887 | 3,494,106 | |
| Operscut - Operação e Manutenção de Auto-estradas, SA | Lisbon | 15.00% | 15.00% | 15.00% | 15.00% | 24,000 | 24,000 | |
| Total | 6,439,434 | 4,666,035 |
1) Null investment values result from the adoption of the equity method in Andar – Sociedade Imobiliária, SA, holder of all of these investments.
Associated and jointly controlled companies are consolidated using the equity method.
Nil balances shown result from the reduction to acquisition cost of amounts determined by the equity method, discontinuing the recognition of its part of additional losses under the terms of IAS 28.
As at 31 March and 31 December 2012, aggregate values of main financial indicators of associated and jointly controlled companies can be analyzed as follows:
| 31 March 2013 | 31 December 2012 | ||
|---|---|---|---|
| Total Assets | 692,281,331 | 684,639,926 | |
| Total Liabilities | 630,407,599 | 628,141,343 | |
| Income | 30,569,046 | 123,046,279 | |
| Expenses | 26,647,045 | 114,807,275 |
During the periods ended 31 March 2013 and 31 March 2012, movements in investments and associated companies may be summarized as follows:
| 31 March 2013 | 31 March 2012 | |
|---|---|---|
| Opening balance as at 1 January | 4,697,978 | 60,092,179 |
| Acquisitions in the period | 7,000 | - |
| Equity method | 1,766,399 | 1,421,399 |
| Closing balance as at 31 March | 6,471,377 | 61,513,578 |
| Accumulated impairment losses (Note 22) | (31,943) | (31,943) |
| 6,439,434 | 61,481,635 |
The use of the equity method had the following impacts: 1,252,707 euro recorded on share of results of associated undertakings (1.892.060 euro at 31 March 2012), and 513,692 euro in changes in reserves (-470,661 euro at 31 March 2012).
Group companies, jointly controlled companies and associated companies excluded from consolidation, their head offices, percentage of share capital held and book value as at 31 March 2013 and 31 December 2012 are made up as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31 Marh 2013 | 31 December 2012 | |||||||
| Company | Head Office | Direct | Total | Direct | Total | 31 March 2013 | 31 December 2012 | |
| Tourism | ||||||||
| Infratroia – Emp. de Infraest. de Troia, E.N. | Grândola | 25,90% | 25,90% | 25,90% | 25,90% | 64,747 | 64,747 | |
| Other Assets | ||||||||
| Fundo de Investimento Imobiliário Fechado Imosede |
Maia | 25,85% | 25,85% | 32,36% | 32,36% | 39,840,018 | 49,286,915 | |
| Fundo de Investimento Imobiliário Imosonae Dois |
Maia | 0,06% | 0,06% | 0,06% | 0,06% | 124,934 | 124,934 | |
| Net, SA | Lisbon | 2,80% | 2,80% | 2,80% | 2,80% | 11,132 | 11,132 | |
| 1) | Sear - Sociedade Europeia de Arroz, SA | Santiago do Cacém | 15,00% | 15,00% | 15,00% | 15,00% | - | 150,031 |
| Fundo de Capital de Risco F-HITEC | Lisbon | 7,14% | 7,14% | 7,14% | 7,14% | 250,000 | 250,000 | |
| Other investments | 437,406 | 437,448 | ||||||
| Total (Note 9) | 40,728,237 | 50,325,207 |
1) Company disposed in the period.
Null balances shown above result from deduction of impairment losses from related investments.
During the three months period ended 31 March 2013 and 31 March 2012, movements in tangible and intangible fixed assets as well as in depreciation and accumulated impairment losses, are made up as follows:
| Tangible Assets | |||||
|---|---|---|---|---|---|
| Land and Buildings |
Equipment | Other Tangible Assets |
Tangible Assets in progress |
Total Tangible Assets |
|
| Gross Cost: | |||||
| Opening balance as at 1 January 2013 | 224,267,701 | 150,245,365 | 2,416,107 | 12,105,832 | 389,035,005 |
| Capital expenditure | 21,145 | 63,186 | 3,118 | 1,077,103 | 1,164,552 |
| Disposals | (85,761) | (1,016,378) | (18,174) | - | (1,120,313) |
| Exchange rate effect | - | 14,907 | 3,194 | - | 18,101 |
| Transfers | 3,273 | 90,884 | (482,524) | (255,294) | (643,661) |
| Closing balance as at 31 March 2013 | 224,206,358 | 149,397,964 | 1,921,721 | 12,927,641 | 388,453,684 |
| Accumulated depreciation and impairment losses |
|||||
| Opening balance as at 1 January 2013 | 83,711,012 | 57,189,806 | 2,016,737 | - | 142,917,555 |
| Charges for the period | 639,391 | 2,594,505 | 16,410 | - | 3,250,306 |
| Disposals | (17,135) | (1,036,624) | (18,203) | - | (1,071,962) |
| Exchange rate effect | - | 6,555 | 1,827 | - | 8,382 |
| Transfers | - | (125,409) | (486,066) | - | (611,475) |
| Closing balance as at 31 March 2013 | 84,333,268 | 58,628,833 | 1,530,705 | - | 144,492,806 |
| Carrying amount as at 1 January 2013 | 140,556,689 | 93,055,559 | 399,370 | 12,105,832 | 246,117,450 |
| Carrying amount as at 31 March 2013 | 139,873,090 | 90,769,131 | 391,016 | 12,927,641 | 243,960,878 |
Major amounts included in the caption Tangible assets in progress, refer to the following projects:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Tróia | 7,651,582 | 7,316,889 |
| Photovoltaic Project | 3,837,572 | 3,260,000 |
| Others | 1,438,487 | 1,528,943 |
| 12,927,641 | 12,105,832 |
| Intangible Assets | ||||||
|---|---|---|---|---|---|---|
| Patents and other similar rights |
Software | Other Intangible Assets |
Intangible Assets in progress |
Total Intangible Assets |
||
| Gross Cost: | ||||||
| Opening balance as at 1 January 2013 | 7,988,257 | 1,607,278 | 9,422 | 645,440 | 10,250,397 | |
| Capital expenditure | - | - | - | 10,890 | 10,890 | |
| Disposals | (1,408) | (1,738) | - | - | (3,146) | |
| Exchange rate effect | - | 1,143 | - | - | 1,143 | |
| Transfers | 3,117 | 551,806 | - | (551,806) | 3,117 | |
| Closing balance as at 31 March 2013 | 7,989,966 | 2,158,489 | 9,422 | 104,524 | 10,262,401 | |
| Accumulated depreciation and impairment losses |
||||||
| Opening balance as at 1 January 2013 | 1,172,261 | 1,238,920 | 8,155 | - | 2,419,336 | |
| Charges for the period | 50,630 | 78,940 | 158 | - | 129,728 | |
| Disposals | (1,046) | (1,738) | - | - | (2,784) | |
| Exchange rate effect | - | 637 | - | - | 637 | |
| Transfers | - | - | - | - | - | |
| Closing balance as at 31 March 2013 | 1,221,845 | 1,316,759 | 8,313 | - | 2,546,917 | |
| Carrying amount as at 1 January 2013 | 6,815,996 | 368,359 | 1,267 | 645,440 | 7,831,062 | |
| Carrying amount as at 31 march 2013 | 6,768,121 | 841,731 | 1,109 | 104,524 | 7,715,485 |
During the periods ended 31 March 2013 and 31 December 2012, movements in goodwill, as well as in corresponding impairment losses, are as follows:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Gross amount: | ||
| Opening balance | 62,290,239 | 62,330,108 |
| Decreases - disposals of affiliated companies | - | (39,869) |
| Closing balance | 62,290,239 | 62,290,239 |
| Accumulated impairment losses: | ||
| Opening balance | 1,301,596 | 1,301,596 |
| Closing balance | 1,301,596 | 1,301,596 |
| Total | 60,988,643 | 60,988,643 |
As at 31 March 2013, movements in investments were as follows:
| 31 March 2013 | |||
|---|---|---|---|
| Non-current | Current | ||
| Investments in group companies, jointly controlled companies or associated companies excluded from consolidation |
|||
| Opening balance as at 1 January | 8,223,418 | - | |
| Disposals in the period | (150,031) | - | |
| Transfers | (42) | - | |
| Closing balance as at 31 March | 8,073,345 | - | |
| Accumulated impairment losses (Note 22) | (7,707,935) | - | |
| 365,410 | - | ||
| Investments held for sale | |||
| Fair value as at 1 January | 49,938,723 | - | |
| Disposals in the period | (9,919,661) | - | |
| Increase/(Decrease) in fair value | 472,764 | - | |
| Transfers | - | - | |
| Fair value as at 31 March | 40,491,826 | - | |
| Accumulated impairment losses (Note 22) | (128,999) | - | |
| Fair value (net of impairment losses) as at 31 March | 40,362,827 | - | |
| Other Investments (Note 6) | 40,728,237 | - |
The amounts shown under fair value related to the Imosede Fund.
The Imosede Fund is accounted as an available for sale asset, measured at fair value. For the remaining investment under this heading, the Group considers that it is not reasonable to estimate a fair value, as there is no observable market data.
These investments are recorded at acquisition cost less impairment losses.
As at 31 March 2013 and 31 December 2012, other non-current assets are detailed as follows:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Loans granted to related parties | ||
| Norscut - Concessionária de Scut Interior Norte, SA | 17,740,756 | 16,646,298 |
| Others | 222,188 | 215,303 |
| 17,962,944 | 16,861,601 | |
| Impairment losses (Note 22) | (34,916) | (34,916) |
| 17,928,028 | 16,826,685 | |
| Trade accounts receivable and other debtors | ||
| Sale of financial investments | 2,457,493 | 2,457,493 |
| Others | 1,199,232 | 1,197,750 |
| Impairment losses (Note 22) | - | - |
| 3,656,725 | 3,655,243 | |
| Other non-current assets | 21,584,753 | 20,481,928 |
Stocks as at 31 March 2013 and 31 December 2012 can be detailed as follows, highlighting the value attributable to real estate developments:
| 31 March 2013 | 31 December 2012 | |||
|---|---|---|---|---|
| Total | of which Real Estate Developments |
Total | of which Real Estate Developments |
|
| Raw materials, by-products and consumables | 1,221,919 | - | 1,268,569 | - |
| Goods for sale | 33,102,809 | 30,781,226 | 33,039,474 | 30,781,226 |
| Finished goods | 75,736,529 | 75,736,529 | 76,347,355 | 76,347,355 |
| Work in progress | 80,498,631 | 78,122,154 | 80,592,327 | 78,222,630 |
| Payments on account | 68,459 | - | 68,459 | - |
| 190,628,347 | 184,639,909 | 191,316,184 | 185,351,211 | |
| Accumulated impairment losses on stocks (Note 22) | (3,516,260) | (3,434,621) | (3,515,540) | (3,434,621) |
| 187,112,087 | 181,205,288 | 187,800,644 | 181,916,590 |
As at 31 March 2013 and 31 December 2012, trade accounts receivable and other current assets are detailed as follows:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Trade accounts receivable | 23,970,492 | 28,916,378 |
| Accumulated impairment losses on trade debtors (Note 22) | (5,466,097) | (5,441,095) |
| 18,504,395 | 23,475,283 | |
| Taxes recoverable | 12,873,039 | 12,380,617 |
| Loans granted to and other amounts to be received from related parties | 54,577 | 68,102 |
| Other current assets | ||
| Suppliers with a debtor balance | 1,279,631 | 1,240,239 |
| Other debtors | 10,088,720 | 10,042,786 |
| Accounts receivable from the sale of financial investments | 24,203,831 | 24,203,831 |
| Accounts receivable from the sale of tangible assets | 13,754 | 14,720 |
| Interest receivable | 373,958 | 1,195,981 |
| Deferred costs - Rents | 342,652 | 292,513 |
| Deferred costs - External supplies and services | 767,032 | 756,891 |
| Other current assets | 3,353,144 | 2,304,951 |
| 40,422,722 | 40,051,912 | |
| Accumulated impairment losses on other current assets (Note 22) | (27,866,401) | (27,866,356) |
| Trade accounts receivable and other current assets | 43,988,332 | 48,109,558 |
Deferred tax assets and liabilities as at 31 March 2013 and 31 December 2012 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31 December 31 March 2013 2012 |
31 March 2013 | 31 December 2012 |
||
| Amortisation and Depreciation harmonisation adjustments |
1,012,906 | 1,019,814 | 2,580,384 | 2,440,744 |
| Provisions and impairment losses of non-tax deductible |
9,856,988 | 9,907,502 | 40,234 | 40,234 |
| Write off of tangible and intangible assets |
553,441 | 620,196 | - | - |
| Write off of accruals | 241,770 | 273,593 | - | - |
| Revaluation of tangible assets | - | - | 113,190 | 113,359 |
| Tax losses carried forward | 15,862,172 | 15,800,521 | - | - |
| Financial instruments | - | - | 1,828,968 | 2,590,303 |
| Write off of stocks | - | - | 1,020,906 | 1,020,906 |
| Taxable temporary differences arising from the fair value of non-current liabilities |
- | - | 7,743,554 | 7,746,432 |
| Others | 217,921 | 227,451 | 385,362 | 392,548 |
| 27,745,198 | 27,849,077 | 13,712,598 | 14,344,526 |
In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 31 March 2013 and 31 December 2012, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| 31 March 2013 | 31 December 2012 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets |
Time limit |
Tax losses carried forward |
Deferred tax assets |
Time limit |
|
| With limited time use | ||||||
| Generated in 2007 | 1,384,313 | 346,078 | 2013 | 1,416,550 | 354,137 | 2013 |
| Generated in 2008 | 1,426,557 | 356,639 | 2014 | 1,426,557 | 356,639 | 2014 |
| Generated in 2009 | 6,448,363 | 1,612,091 | 2015 | 6,448,363 | 1,612,091 | 2015 |
| Generated in 2010 | 18,343,706 | 4,585,927 | 2014 | 18,343,706 | 4,585,927 | 2014 |
| Generated in 2011 | 18,076,637 | 4,519,159 | 2015 | 18,076,637 | 4,519,159 | 2015 |
| Generated in 2012 | 16,546,622 | 4,136,656 | 2017 | 16,718,251 | 4,179,563 | 2017 |
| Generated in 2013 | 450,467 | 112,617 | 2018 | - | - | |
| 62,676,665 | 15,669,167 | 62,430,063 | 15,607,516 | |||
| With a time limit different from the above mentioned |
569,640 | 193,005 | 569,640 | 193,005 | ||
| 63,246,305 | 15,862,172 | 62,999,704 | 15,800,521 |
31 March 2013
As at 31 March 2013 and 31 December 2012, deferred tax assets resulting from tax losses carried forward were re-assessed. Deferred tax assets have only been recorded to the extent that future profits will arise which may be offset against available tax losses or against deductible temporary differences.
As at 31 March 2013, tax losses carried forward amounting to 172,354,926 euro (177,450,385 euro as at 31 December 2012), have not originated deferred tax assets for prudential reasons and are detailed as follows:
| 31 March 2013 | 31 December 2012 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Tax Credit | Time limit |
Tax losses carried forward |
Tax Credit | Time limit |
|
| With limited time use | ||||||
| Generated in 2007 | 15,327,769 | 3,831,942 | 2013 | 17,895,099 | 4,473,774 | 2013 |
| Generated in 2008 | 34,317,271 | 8,579,318 | 2014 | 37,294,794 | 9,323,699 | 2014 |
| Generated in 2009 | 35,717,928 | 8,929,482 | 2015 | 42,270,653 | 10,567,664 | 2015 |
| Generated in 2010 | 16,549,542 | 4,137,386 | 2014 | 17,922,419 | 4,480,605 | 2014 |
| Generated in 2011 | 18,110,478 | 4,527,620 | 2015 | 19,698,860 | 4,924,715 | 2015 |
| Generated in 2012 | 21,644,087 | 5,411,022 | 2017 | 22,854,282 | 5,713,579 | 2017 |
| Generated in 2013 | 10,838,835 | 2,709,709 | 2018 | - | - | |
| 152,505,910 | 38,126,478 | 157,936,107 | 39,484,036 | |||
| Without limited time use | 1,186,715 | 395,532 | 1,186,715 | 395,532 | ||
| With a time limit different from the above mentioned |
18,662,301 | 5,526,359 | 18,327,563 | 5,427,546 | ||
| 19,849,016 | 5,921,891 | 19,514,278 | 5,823,079 | |||
| 172,354,926 | 44,048,369 | 177,450,385 | 45,307,115 |
As at 31 March 2013 and 31 December 2012, cash and cash equivalents can be detailed as follows:
| 31 March 2013 | 31 December 2012 | ||
|---|---|---|---|
| Cash at hand | 187,969 | 161,516 | |
| Bank deposits | 3,158,644 | 3,083,179 | |
| Cash and cash equivalents on the balance sheet | 3,346,613 | 3,244,695 | |
| Bank overdrafts (Note 17) | (68,873) | (135,542) | |
| Guarantee deposit | - | (500,000) | |
| Cash and cash equivalents in the statement of cash-flows | 3,277,740 | 2,609,152 |
Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under current bank loans (Note 17).
The share capital of Sonae Capital SGPS, SA is represented by 250,000,000 ordinary shares, which do not have the right to a fixed remuneration, with a nominal value of 1 euro each.
The demerger originated a reserve in the amount of 132,638,253 euro, which has a treatment similar to that of a Legal Reserve. According to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.
As at 31 March 2013, Sonae Capital SGPS, S.A. owns 2,687,610 own shares (1,600,310 own shares at 31 December 2012) booked for 469,426 euro (264,705 euro at 31 December 2012).
Movements in non-controlling interests in the periods ended 31 March 2013 and 31 December 2012 are as follows:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Opening balance as at 1 January | 8,707,639 | 9,241,777 |
| Changes in hedging reserves | 6,897 | 9,230 |
| Changes in the percentage of capital held in affiliated companies | - | 119,556 |
| Changes resulting from currency translation | 8,952 | (23,677) |
| Dividends paid | (291,900) | - |
| Others | - | (4,431) |
| Profit for the period attributable to minority interests | (184,370) | (634,816) |
| Closing balance | 8,247,218 | 8,707,639 |
As at 31 March 2013 and 31 December 2012, Borrowings are made up as follows:
| 31 March 2013 | 31 December 2012 | ||||
|---|---|---|---|---|---|
| Outstanding amount | Outstanding amount | Repayable on | |||
| Current | Non-Current | Current | Non-Current | ||
| Bank loans | |||||
| Sonae Capital SGPS - commercial paper a) | - | - | 10,000,000 | - | Mar/2013 |
| Sonae Capital SGPS - commercial paper b) | 60,000,000 | - | 58,450,000 | - | Mar/2018 |
| Sonae Capital SGPS - commercial paper e) | 8,250,000 | - | - | 8,250,000 | Jan/2014 |
| Sonae Capital SGPS - commercial paper c) | 25,200,000 | - | 23,950,000 | - | Aug/2016 |
| Sonae Capital SGPS - commercial paper f) | 6,150,000 | - | 2,000,000 | - | Feb/2016 |
| Sonae Capital SGPS - commercial paper d) | - | 30,000,000 | - | 30,000,000 | Dec/2017 |
| Sonae Capital SGPS g) | 2,000,000 | 31,000,000 | 2,000,000 | 31,000,000 | Jun/2017 |
| Up-front fees | - | (288,455) | - | (317,336) | |
| Others | 1,247,711 | 1,089,286 | 401,786 | 1,207,589 | |
| 102,847,711 | 61,800,831 | 96,801,786 | 70,140,254 | ||
| Bank overdrafts (Note 14) | 68,873 | - | 135,542 | - | |
| Bank loans | 102,916,584 | 61,800,831 | 96,937,328 | 70,140,254 | |
| Bond Loans | |||||
| Sonae Capital 2011/2016 Bonds | 10,000,000 | - | - | 10,000,000 | Jan/2016 |
| SC, SGPS, S.A. 2008/2018 Bonds | - | 50,000,000 | - | 50,000,000 | Mar/2018 |
| Up-front fees | (11,173) | (303,814) | - | (344,029) | |
| Bond Loans | 9,988,827 | 49,696,186 | - | 59,655,971 | |
| Other loans | 686,968 | 1,615,805 | 689,568 | 1,803,305 | |
| Derivatives (Note 18) | 157,777 | 1,919,687 | 199,115 | 2,532,557 | |
| Obligations under finance leases | 2,832,982 | 23,938,147 | 2,813,237 | 24,657,747 | |
| Up-front fees on finance leases | - | (111,091) | - | (114,159) | |
| 116,583,138 | 138,859,564 | 100,639,248 | 158,675,674 |
a) Commercial paper programme, with subscription guarantee, issued on 14 March 2008 and valid for a 5 year period.
b) Short term commercial paper programme, issued on 28 March 2008 and valid for a 10 year period, which may be extended at the option of Sonae Capital. Placed in investors or financial institutions and guaranteed by credit lines, with commitment of at least six months to a year, placed in relationship banks.
c) Commercial paper programme, with subscription guarantee, issued on 31 March 2011 and valid up to August 2016.
d) Commercial paper programme, with subscription guarantee, issued on 27 December 2012 and valid up to December 2017.
e) Short term commercial paper programme, with subscription guarantee, issued on 30 December 2010, with annual renewals up to 3 years.
f) Short term commercial paper programme, with subscription guarantee, issued on 17 February 2011, with annual renewals up to a maximum of 5 years.
g) Bank loan guarantee by a mortgage on real estate, started on 2 June 2011 and valid for a 6 year period, with annual payments.
As at 31 March 2013, borrowings of the Group were as follows:
SC, SGPS, SA, 2008/2018 bond loan in the amount of 50,000,000 euro, with a 10 year maturity, and a sole reimbursement on 3 March 2018, except if the reimbursement is anticipated, fully or partially, which can happen on 3 March 2016. This bond loan bears interest every six months.
Sonae Capital SGPS - 2011/2016 bond loan in the amount of 10,000,000 euro, with a 5 year maturity, and a sole reimbursement on 17 January 2016, except if the reimbursement is anticipated, fully or partially, which can happen on 17 January 2014. This bond loan bears interest every six months.
The interest rate on bonds in force on 31 March 2013 was on average 3.535%.
Bank loans pay interest rates that are indexed to the Euribor market rates of the period, and its fair value is considered close to its book value.
Other non-current loans include reimbursable grants to affiliated undertakings, which do not bear interest.
Other current loans include bills receivable not yet due.
The repayment schedule of the nominal value of borrowings may be summarised as follows:
| 31 March 2013 | 31 December 2012 | |||
|---|---|---|---|---|
| Nominal value | Interest | Nominal value | Interest | |
| N+1 a) | 116,436,534 | 7,861,030 | 100,440,133 | 8,393,490 |
| N+2 | 11,029,696 | 5,872,470 | 19,279,012 | 7,208,617 |
| N+3 | 10,810,819 | 5,376,717 | 11,002,099 | 5,941,516 |
| N+4 | 10,344,653 | 3,711,654 | 20,447,129 | 3,713,646 |
| N+5 | 93,069,591 | 2,610,029 | 43,053,564 | 2,875,583 |
| After N+5 | 12,388,479 | 560,381 | 63,136,837 | 1,010,080 |
| 254,079,772 | 25,992,281 | 257,358,774 | 29,142,932 |
a) Includes amounts drawn under commercial paper programmes. Of the total amount maturing in N+1, 31% concerns to commercial paper taken under lines of credit with commitment exceeding one year. Taking into account the policies and measures to manage liquidity risk, no risks that could jeopardize the continuity of operations are anticipated.
Hedging instruments used by the Group as at 31 March 2013 were mainly interest rate options (cashflow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 55,000,000 euro, whose fair value of 2,077,465 euro (2,731,672 euro at 31 December 2012) is recorded as liabilities. As at 31 March 2013 and December 2012, all derivatives are hedging derivatives.
These interest rate hedging instruments are valued at fair value as at the balance sheet date, determined by valuations made by the Group using derivative valuation calculation schedules and external valuations when these schedules do not permit the valuation of certain instruments. For options, fair value is determined using the Black-Scholes model and its variants.
The fair value of derivatives is calculated using valuation models based on assumptions which are confirmed by market benchmarks, thus complying with level 2 requirements set on the IFRS 7.
Risk coverage guidelines generally used by the Group in contractually arranged hedging instruments are as follows:
Counterparts for derivatives are selected based on their financial strength and credit risk profile, with this profile being generally measured by a rating note attributed by rating agencies of recognized merit. Counterparts for derivatives are top level, highly prestigious financial institutions which are recognized nationally and internationally.
The fair value of derivatives is as follows:
| Assets | Liabilities | ||||
|---|---|---|---|---|---|
| 31 March 2013 | 31 December 2012 | 31 March 2013 | 31 December 2012 | ||
| Non-Hedge accounting derivatives | |||||
| Interest rate | - | - | - | - | |
| Hedge accounting derivatives | |||||
| Interest rate (Note 17) | - | - | 2,077,465 | 2,731,672 | |
| Other derivatives | - | - | - | - | |
| - | - | 2,077,465 | 2,731,672 |
As at 31 March 2013 and 31 December 2012 other current liabilities can be detailed as follows:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Loans and other amounts payable to related parties | ||
| Plaza Mayor Parque de Ocio, SA | 2,153,861 | 2,153,861 |
| Others | 1,314,741 | 1,314,645 |
| 3,468,602 | 3,468,506 | |
| Other creditors | ||
| Creditors in the restructuring process of Torralta | 421,705 | 410,844 |
| Others | - | - |
| 421,705 | 410,844 | |
| Deferred income | ||
| Obligations by share-based payments (Note 20) | 158,566 | 117,960 |
| 158,566 | 117,960 | |
| Other non-current liabilities | 4,048,873 | 3,997,310 |
In 2012 and in previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae Capital SGPS, SA to be acquired at nil cost, three years after they were attributed to the employee. In any case, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the choice to settle in cash instead of shares. The option can only be exercised if the employee still works for the Sonae Capital Group on the vesting date.
As at 31 March 2013 and 31 December 2012, the market value of total liabilities arising from sharebased payments, which have not yet vested, may be summarised as follows:
| Year of | Vesting | Number of | Fair Value | ||
|---|---|---|---|---|---|
| grant | year | participants | 31 March 2013 | 31 December 2012 | |
| Shares | |||||
| 2010 | 2013 | 1 | 31,609 | 24,585 | |
| 2011 | 2014 | 2 | 54,261 | 42,203 | |
| 2012 | 2015 | 8 | 251,867 | 195,897 | |
| Total | 337,738 | 262,685 |
As at 31 March 2013 and 31 December 2012, the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which have not yet vested:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Other non-current liabilities | 158,565 | 117,960 |
| Other current liabilities | 31,609 | 30,794 |
| Reserves | 130,944 | 129,184 |
| Staff Costs | 59,231 | 19,570 |
As at 31 March 2013 and 31 December 2012 trade accounts payable can be detailed as follows:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Trade creditors | 13,421,352 | 17,589,482 |
| Loans granted by and other payables to related parties Other current liabilities |
399,660 | 117,793 |
| Fixed assets suppliers | 417,026 | 1,096,072 |
| Advances from customers and down payments | 1,617,937 | 1,968,241 |
| Other creditors | 1,502,668 | 1,267,761 |
| Taxes and contributions payable | 8,255,557 | 6,727,194 |
| Staff costs | 6,504,338 | 5,256,361 |
| Deferred income for services rendered | 4,827,827 | 5,632,274 |
| Interest payable | 1,130,140 | 1,009,851 |
| Investment aid | 1,656,525 | 1,664,142 |
| Other liabilities | 8,130,118 | 9,236,340 |
| 34,042,136 | 33,858,236 | |
| Trade accounts payable and other current liabilities | 47,863,148 | 51,565,511 |
Movements in provisions and accumulated impairment losses over the period ended 31 March 2013 were as follows:
| Captions | Balance as at 1 January 2013 |
Increases | Decreases | Utilisations | Balance as at 31 March 2013 |
|---|---|---|---|---|---|
| Accumulated impairment losses on: | |||||
| Other Investments (Notes 5 and 9) | 7,868,877 | - | - | - | 7,868,877 |
| Other non current assets (Note 10) | 34,916 | - | - | - | 34,916 |
| Trade accounts receivable (Note 12) | 5,441,095 | 69,250 | (10,504) | (33,744) | 5,466,097 |
| Other current debtors (Note 12) | 27,866,356 | 44 | - | - | 27,866,400 |
| Stocks (Note 11) | 3,515,540 | 777 | (57) | - | 3,516,260 |
| Non current provisions | 3,079,824 | - | - | - | 3,079,824 |
| Current provisions | 1,155,107 | - | (10,171) | - | 1,144,936 |
| 48,961,714 | 70,071 | (20,732) | (33,744) | 48,977,309 |
As at 31 March 2013 and 31 December 2012 detail of other provisions was as follows:
| 31 March 2013 | 31 December 2012 | ||
|---|---|---|---|
| Judicial claims | 1,792,273 | 1,792,273 | |
| Others | 2,432,487 | 2,442,657 | |
| 4,224,760 | 4,234,930 |
Impairment losses are deducted from the book value of the corresponding asset.
As at 31 March 2013 and 31 December 2012 the most important contingent liabilities referred to guarantees given and were made up as follows:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Guarantees given: | ||
| on VAT reimbursements | 5,120,096 | 4,988,723 |
| on tax claims | 4,109,006 | 4,126,605 |
| on municipal claims | 3,075,270 | 3,100,248 |
| Others | 14,225,668 | 12,837,588 |
Others include the following guarantees:
7,163,870 euro (5,658,660 euro as at 31 December 2012) of guarantees on construction works given to clients;
5,581,280 euro as at 31 March 2013 and as at December 2012 of guarantees given concerning building permits in the Tourism business.
The Group has not registered provisions for the events/disagreements for which these guarantees were given since the Group believes that the above mentioned events will not result in a loss for the Group.
Balances and transactions with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | |||
|---|---|---|---|---|
| Transactions | 31 March 2013 | 31 March 2012 | 31 March 2013 | 31 March 2012 |
| Parent company (a) | - | - | - | - |
| Associated companies | - | 103,920 | 3,025 | 92,124 |
| Other partners and Group companies (b) | 5,313,535 | 4,070,388 | 1,400,606 | 1,642,993 |
| 5,313,535 | 4,174,308 | 1,403,631 | 1,735,117 | |
| Interest income | Interest expenses | |||
| Transactions | 31 March 2013 | 31 March 2012 | 31 March 2013 | 31 March 2012 |
| Parent company (a) | - | - | - | - |
| Associated companies | 227,272 | 278,187 | - | - |
| Other partners and Group companies (b) | - | - | 35,280 | 35,866 |
| 227,272 | 278,187 | 35,280 | 35,866 | |
| Accounts receivable | Accounts payable | |||
| Balances | 31 March 2013 | 31 December 2012 | 31 March 2013 | 31 December 2012 |
| Parent company (a) | - | - | - | - |
| Associated companies | 227,272 | 1,101,343 | 2,958 | 4,932 |
| Other partners and Group companies (b) | 7,201,905 | 13,671,174 | 2,392,548 | 2,673,449 |
| 7,429,177 | 14,772,517 | 2,395,506 | 2,678,381 | |
| Loans obtained | Loans granted | |||
| Balances | 31 March 2013 | 31 December 2012 | 31 March 2013 | 31 December 2012 |
| Parent company (a) | - | - | - | - |
| Associated companies | - | - | 17,928,028 | 16,826,685 |
| Other partners and Group companies (b) | 2,153,957 | 2,153,861 | - | - |
| 2,153,957 | 2,153,861 | 17,928,028 | 16,826,685 |
a) The parent company is Efanor Investimentos, SGPS, SA;
b) Balances and transactions with Sonae, SGPS, SA and Sonae Indústria, SGPS, SA are included under Other partners in Group companies.
Income tax for the three months periods ended 31 March 2013 and 2012 was made up as follows:
| 31 March 2013 | 31 March 2012 | ||
|---|---|---|---|
| Current tax | 2,121,798 | 564,171 | |
| Deferred tax | (688,978) | (1,546,050) | |
| Taxation | 1,432,820 | (981,879) |
As at 31 March 2013 and 2012, the reconciliation of consolidated net profit can be analysed as follows:
| 31 March 2013 | 31 March 2012 | |
|---|---|---|
| Aggregate net profit | 8,507,927 | (5,944,508) |
| Harmonisation adjustments | 158,243 | (625,188) |
| Elimination of intragroup dividends | (16,349,646) | (2,398,068) |
| Share of gains/(losses) of associated undertakings | 1,252,707 | 1,892,060 |
| Elimination of intragroup capital gains/(losses) | 493 | - |
| (253,547) | 169,893 | |
| 249,969 | - | |
| Consolidated net profit for the year | (6,433,854) | (6,905,811) |
| Elimination of intragroup impairment Adjustments of gains/(losses) of financial shareholdings sale |
Earnings per share for the periods ended 31 March 2013 and 2012 were calculated taking into consideration the following amounts:
| 31 March 2013 | 31 March 2012 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings per share (Net profit for the period ) |
(6,249,484) | (6,623,881) |
| Net profit taken into consideration to calculate diluted earnings per share | (6,249,484) | (6,623,881) |
| Number of shares | ||
| Weighted average number of shares used to calculated basic earnings per share |
248,203,570 | 249,618,700 |
| Weighted average number of shares used to calculated diluted earnings per share |
248,203,570 | 249,618,700 |
| Earnings per share (basic and diluted) | (0.025179) | (0.026536) |
In 31 March 2013 and 31 March and December 2012, the following were identified as segments:
The contribution of the business segments to the income statement of the periods ended 31 March 2013 and 2012 can be detailed as follows:
| 31 March 2013 | ||||||
|---|---|---|---|---|---|---|
| Profit & Loss Account | Sales | Services rendered |
Other operational income |
Total operational income |
Operational cash-flow (EBITDA) |
|
| Resorts | 884,560 | 1,389,365 | 490,220 | 2,764,145 | (369,554) | |
| Hotels | 14,392 | 1,793,345 | 160,743 | 1,968,480 | (2,338,787) | |
| Fitness | 21,415 | 2,777,423 | 372,283 | 3,171,121 | 148,924 | |
| Other | - | 293,430 | 34,164 | 327,594 | 3,278 | |
| Intersegment Adjustments | (322) | (843,253) | (208,888) | (1,052,463) | 6,081 | |
| Sonae Turismo | 920,045 | 5,410,310 | 848,522 | 7,178,877 | (2,550,058) | |
| Energy | 3,250,084 | 56,660 | 75,249 | 3,381,993 | 851,927 | |
| Refrigeration and HVAC | 3,151,513 | 9,950,930 | 180,286 | 13,282,729 | (19,035) | |
| Real Estate Assets | 100,000 | 1,832,560 | 125,465 | 2,058,025 | 1,003,000 | |
| Financial Assets | 744 | 2,154,171 | 404,348 | 2,559,263 | 232,287 | |
| Intersegment Adjustments | - | - | - | - | - | |
| Total Other Assets | 100,744 | 3,986,731 | 529,813 | 4,617,288 | 1,235,287 | |
| Holding & Others | - | 1,356,864 | 54,292 | 1,411,156 | (405,850) | |
| Intersegment Adjustments | (540,185) | (3,078,274) | (7,851) | (3,626,310) | (6,835) | |
| Consolidated | 6,882,201 | 17,683,221 | 1,680,311 | 26,245,733 | (894,564) |
| 31 March 2012 | |
|---|---|
| Profit & Loss Account | Sales | Services rendered |
Other operational income |
Total operational income |
Operational cash-flow (EBITDA) |
|---|---|---|---|---|---|
| Resorts | 1,172,963 | 1,443,221 | 480,057 | 3,096,241 | (912,796) |
| Hotels | 14,623 | 1,587,363 | 250,025 | 1,852,011 | (2,763,697) |
| Fitness | 10,653 | 3,257,990 | 75,586 | 3,344,229 | (371,464) |
| Other | - | 630,957 | 232,749 | 863,706 | 139,273 |
| Intersegment Adjustments | (1) | (897,270) | (410,961) | (1,308,232) | 483 |
| Sonae Turismo | 1,198,238 | 6,022,261 | 627,456 | 7,847,955 | (3,908,201) |
| Energy | 2,912,862 | 157,052 | 111,064 | 3,180,978 | 648,213 |
| Refrigeration and HVAC | 7,956,676 | 4,682,528 | 93,926 | 12,733,130 | (275,686) |
| Real Estate Assets | 65,000 | 2,090,690 | 129,578 | 2,285,268 | 1,026,897 |
| Financial Assets | 12,425 | 2,176,456 | 183,979 | 2,372,860 | (183,056) |
| Intersegment Adjustments | - | - | - | - | - |
| Total Other Assets | 77,425 | 4,267,146 | 313,557 | 4,658,128 | 843,841 |
| Holding & Others | - | 1,169,084 | 10,707 | 1,179,791 | (453,157) |
| Intersegment Adjustments | (518,711) | (2,823,757) | 272,242 | (3,070,226) | 32 |
| Consolidated | 11,626,490 | 13,474,314 | 1,428,952 | 26,529,756 | (3,144,958) |
The contribution of the business segments to the Balance sheets as at 31 March 2013 and 31 December 2012 can be detailed as follows:
| 31 March 2013 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance Sheet | Fixed Assets Tangible and Intangible |
Investments | Other Assets | Total Assets | Total Liabilities |
Technical investment |
Gross Debt | Net Debt |
| Resorts | 109,551,381 | 162,390 | 169,108,077 | 278,821,848 | 167,752,119 | 73,808 | 20,176,485 | 20,050,333 |
| Hotels | 1,823,394 | 7,638 | 19,940,339 | 21,771,371 | 33,053,974 | 4,726 | - | (118,480) |
| Fitness | 10,146,858 | 20,066 | 2,101,566 | 12,268,490 | 22,217,707 | 46,423 | 1,628,722 | 1,530,205 |
| Other | 5,572 | 341,450 | 141,621,523 | 141,968,545 | 250,273,335 | - | - | (11,226) |
| Intersegment Adjustments | - | - | (159,922,282) | (159,922,282) | (165,702,054) | - | - | - |
| Sonae Turismo | 121,527,205 | 531,544 | 172,849,223 | 294,907,972 | 307,595,081 | 124,958 | 21,805,207 | 21,450,832 |
| Energy | 18,772,106 | 2,546 | 6,576,940 | 25,351,591 | 22,539,331 | 872,953 | 8,889,454 | 8,885,903 |
| Refrigeration and HVAC | 522,799 | - | 50,962,960 | 51,485,759 | 18,391,028 | 7,456 | 326,578 | (323,941) |
| Real Estate Assets | 108,755,360 | 20,881,519 | 107,527,916 | 237,164,796 | 160,895,437 | 82,804 | 16,817 | (1,787,211) |
| Financial Assets | 1,670,535 | 6,155,732 | 55,136,038 | 62,962,305 | 30,388,714 | 76,767 | 483,112 | 61,154 |
| Intersegment Adjustments | - | - | - | - | - | - | - | - |
| Total Other Assets | 110,425,896 | 27,037,251 | 162,663,954 | 300,127,101 | 191,284,151 | 159,571 | 499,929 | (1,726,057) |
| Holding & Others | 428,358 | 19,596,329 | 415,781,126 | 435,805,814 | 253,111,791 | 10,504 | 223,921,535 | 223,809,352 |
| Intersegment Adjustments | - | - | (464,068,577) (464,068,577) | (467,629,301) | - | - | - | |
| Consolidated | 251,676,363 | 47,167,671 | 344,765,626 | 643,609,660 | 325,292,081 | 1,175,441 | 255,442,702 | 252,096,089 |
| 31 December 2012 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance Sheet | Fixed Assets Tangible and Intangible |
Investments | Other Assets | Total Assets | Total Liabilities |
Technical investment |
Gross Debt | Net Debt |
| Resorts | 110,809,406 | 162,390 | 168,873,899 | 279,845,695 | 165,814,832 | 535,657 | 20,814,543 | 20,697,005 |
| Hotels | 2,131,901 | 7,638 | 21,182,410 | 23,321,949 | 31,558,815 | 159,574 | - | (118,405) |
| Fitness | 10,434,643 | 20,066 | 2,339,189 | 12,793,898 | 22,393,451 | 1,162,601 | 1,686,456 | 1,596,722 |
| Other | 5,946 | 341,450 | 137,595,825 | 137,943,221 | 245,193,579 | - | 17,575 | 3,508 |
| Intersegment Adjustments | - | - | (154,981,577) | (154,981,577) | (160,763,217) | - | - | - |
| Sonae Turismo | 123,381,897 | 531,544 | 175,009,745 | 298,923,187 | 304,197,460 | 1,857,832 | 22,518,574 | 22,178,831 |
| Energy | 18,363,784 | 2,546 | 6,189,031 | 24,555,361 | 21,811,393 | 8,632,381 | 9,154,806 | 9,137,748 |
| Refrigeration and HVAC | 566,282 | - | 54,027,362 | 54,593,644 | 20,256,144 | 397,830 | 5,651 | (501,072) |
| Real Estate Assets | 109,518,113 | 20,726,524 | 107,734,693 | 237,979,330 | 157,143,663 | 664,626 | 58,946 | (1,539,993) |
| Financial Assets | 1,662,998 | 4,447,050 | 51,084,792 | 57,194,840 | 26,694,523 | 156,437 | 54,771 | (345,778) |
| Intersegment Adjustments | - | - | - | - | - | - | - | - |
| Total Other Assets | 111,181,111 | 25,173,574 | 158,819,485 | 295,174,170 | 183,838,186 | 821,063 | 113,717 | (1,885,771) |
| Holding & Others | 455,437 | 29,283,577 | 403,934,943 | 433,673,957 | 256,268,090 | 431,691 | 227,522,174 | 227,140,491 |
| Intersegment Adjustments | - | - | (449,506,019) | (449,506,019) | (452,914,074) | - | - | - |
| Consolidated | 253,948,512 | 54,991,242 | 348,474,546 | 657,414,300 | 333,457,199 | 12,140,798 | 259,314,922 | 256,070,226 |
Net debt of the Holding can be analyzed as follows:
| Mar.13 | |
|---|---|
| Inflows | |
| Gross Bank Debt | 223,916,245 |
| Cash and Cash Equivalents | 106,483 |
| Net Bank Debt | 223,809,762 |
| Tourism | 0 |
| Energy | 2,912,000.00 |
| Sistavac | 16,800,630.00 |
| Other Assets | 908,470 |
| Intercompany ST Loans Obtained | 20,621,100 |
| Total Inflows | 244,430,862 |
| Outflows | |
| Tourism | 246,991,296 |
| Energy | 0 |
| Sistavac | 0 |
| Other Assets | 144,823,968 |
| Intercompany Loans Granted | 391,815,264 |
No significant events, requiring further disclosure, have occurred after 31 March 2013.
These consolidated financial statements were approved by the Board of Directors and authorized for issue on 8 May 2013.
31 MARCH 2013
(Translation of the individual financial statements originally issued in Portuguese)
| ASSETS | Notes | 31 March 2013 | 31 December 2012 | |
|---|---|---|---|---|
| NON CURRENT ASSETS: Tangible assets Investments Deferred tax assets Other non current assets |
4 7 5 |
583,181,509 539,961 138,721,946 |
582,772,362 429,213 133,517,946 |
|
| Total Non Current Assets | 722,443,417 | 716,719,521 | ||
| CURRENT ASSETS: Other current assets Cash and cash equivalents |
Total Current Assets | 6 8 |
30,004,794 105,317 30,110,111 |
26,036,184 374,001 26,410,185 |
| TOTAL ASSETS | 752,553,528 | 743,129,706 | ||
| EQUITY AND LIABILITIES | ||||
| EQUITY: Share Capital Own shares Legal reserve Other reserves Retained earnings Profit / (Loss) for the period |
9 9 10 10 |
250,000,000 (469,426) 8,307,376 287,715,325 - 12,398,885 |
250,000,000 (264,705) 8,307,376 288,710,416 - (995,091) |
|
| TOTAL EQUITY | 557,952,160 | 545,757,996 | ||
| LIABILITIES: NON CURRENT LIABILITIES: Bank loans Bonds Other non current liabilities Deferred tax liabilities |
Total Non Current Liabilities | 11 11 7 |
60,711,545 - 62,594 - 60,774,139 |
68,932,664 9,985,411 52,605 778 78,971,458 |
| CURRENT LIABILITIES Suppliers Bank loans Bonds Other creditors Other current liabilities |
Total Current Liabilities | 11 11 12 13 |
43,747 101,600,000 9,988,827 20,621,100 1,573,556 133,827,229 |
68,784 96,400,981 - 20,748,477 1,182,010 118,400,252 |
| TOTAL EQUITY AND LIABILITIES | 752,553,528 | 743,129,706 | ||
The accompanying notes are an integral part of these financial statements
The Chief Accountant
(Translation of the individual financial statements originally issued in Portuguese)
| Notes | 31 March 2013 | 31 March 2012 | |
|---|---|---|---|
| Operational income | |||
| Other operational income | 4,735 | 3,398 | |
| Total operational income | 4,735 | 3,398 | |
| Operational expenses | |||
| External supplies and services | 14 | (250,074) | (111,052) |
| Staff costs | 15 | (221,835) | (162,106) |
| Depreciation and amortisation | - | - | |
| Other operational expenses | (9,883) | (7) | |
| Total operational expenses | (481,792) | (273,165) | |
| Operational profit/(loss) | (477,057) | (269,767) | |
| Financial income | 16 | 2,263,683 | 2,941,583 |
| Financial expenses | 16 | (2,261,308) | (2,924,038) |
| Net financial income/(expenses) | 2,374 | 17,546 | |
| Investment income | 16 | 12,764,392 | 382,921 |
| Profit/(loss) before taxation | 12,289,709 | 130,700 | |
| Taxation | 17 | 109,176 | 60,721 |
| Profit/(loss) for the period | 12,398,885 | 191,421 | |
| Profit/(loss) per share | |||
| Basic and diluted | 18 | 0.049954 | 0.000767 |
The accompanying notes are an integral part of these financial statements
(Translation of the individual financial statements originally issued in Portuguese)
(Amounts expressed in euro)
| 31 March 2013 | 31 March 2012 | |
|---|---|---|
| Net profit for the period | 12,398,885 | 191,421 |
| Items that may subsequently be reclassified to net income: | ||
| Change in currency translation reserve | - | - |
| Share of other comprehensive income of associated undertakings and joint ventures accounted for by the equity method |
- | - |
| Change in the fair value of assets available for sale | - | - |
| Change in the fair value of cash flow hedging derivatives | - | - |
| Income tax relating to components of other comprehensive income Other comprehensive income for the period |
- - |
- - |
| Total comprehensive income for the period | 12,398,885 | 191,421 |
The accompanying notes are an integral part of these financial statements
The Chief Accountant The Board of Directors
INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY
(Translation of the individual financial statements originally issued in Portuguese)
| Sha re Cap ital |
Ow n Sha res |
Leg al Res erve |
Fai r V alu e Res erve |
Hed ing g Res erve |
Oth er Res erve s |
Ret ain ed Ear ning s |
Sub al tot |
Net fit / ( loss ) pro |
Tot al E ity qu |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Bal t 1 Jan 201 2 anc e a s a uar y |
250 ,00 0,0 00 |
( 36, 144 ) |
8,3 07, 376 |
- | - | 289 ,62 8,6 22 |
- | 297 ,93 5,9 98 |
( 918 ,20 6) |
546 ,98 1,6 48 |
| Tot al c hen sive inc e fo r th erio d om pre om e p |
- | - | - | - | - | - | - | - | 191 ,42 1 |
191 ,42 1 |
| App riat ion of p rofit rop s: Tra nsfe leg al r and ain ed ning r to ret ese rve ear s Divi |
- | - | - | - | - | ( 918 ,20 6) |
- | ( 918 ,20 6) |
918 ,20 6 |
- |
| den ds dis trib d ute Acq uis itio n/( dis al) of o sha pos wn res |
- - |
- ( 54, 916 ) |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
- ( 54, 916 ) |
| Oth ers |
- | - | - | - | - | - | - | - | - | - |
| Bal Ma rch t 31 20 12 anc e a s a |
250 ,00 0,0 00 |
( ) 91, 060 |
8,3 07, 376 |
- | - | 288 ,71 0,4 16 |
- | 297 ,01 7,7 92 |
191 ,42 1 |
547 ,11 8,1 53 |
| Bal t 1 Jan 201 3 anc e a s a uar y |
250 ,00 0,0 00 |
( 264 ,70 5) |
8,3 07, 376 |
- | - | 288 ,71 0,4 16 |
- | 297 ,01 7,7 92 |
( 995 ,09 1) |
545 ,75 7,9 96 |
| Tot al c hen sive inc e fo r th erio d om pre om e p |
- | - | - | - | - | - | - | - | 12, 398 ,88 5 |
12, 398 ,88 5 |
| App riat ion of p rofit rop s: Tra nsfe leg al r and ain ed ning r to ret ese rve ear s Divi den ds dis trib d ute |
- | - | - | - | - | ( 995 ,09 1) |
- | ( 995 ,09 1) |
995 ,09 1 |
- |
| of o Acq uis itio n/( dis al) sha pos wn res |
- - |
- ( 204 ,72 1) |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
- ( 204 ,72 1) |
| Oth ers |
- | - | - | - | - | - | - | - | - | - |
| Bal Ma rch t 31 20 13 anc e a s a |
250 ,00 0,0 00 |
( 6) 469 ,42 |
8,3 07, 376 |
- | - | 287 ,71 5,3 25 |
- | 296 ,02 2,7 01 |
12, 398 ,88 5 |
557 ,95 2,1 60 |
The accompanying notes are an integral part of these financial statements
The Chief Accountant
(Translation of the individual financial statements originally issued in Portuguese)
| 31 March 2013 | 31 March 2012 | ||
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Cash paid to trade creditors | 276,517 | 1,725,111 | |
| Cash paid to employees | 158,335 | 64,973 | |
| Cash flow generated by operations | (434,851) | (1,790,084) | |
| Income taxes (paid)/received | 506 | 17,440 | |
| Other cash receipts/(payments) relating to operating activities | (506,713) | (48,527) | |
| Net cash flow from operating activities [1] | (942,070) | (1,856,051) | |
| INVESTMENT ACTIVITIES | |||
| Cash receipts arising from: | |||
| Interest and similar income | 5,051,168 | 5,200,426 | |
| Dividends | - | - | |
| Loans obtained | 6,098,450 | - | |
| 11,149,618 | 5,200,426 | ||
| Cash payments arising from: | |||
| Loans granted | 5,204,000 | 30,821,846 | |
| 5,204,000 | 30,821,846 | ||
| Net cash flow from investment activities [2] | 5,945,618 | (25,621,420) | |
| FINANCING ACTIVITIES | |||
| Cash receipts arising from: | |||
| Loans obtained | 6,950,000 | 45,981,000 | |
| 6,950,000 | 45,981,000 | ||
| Cash Payments arising from: | |||
| Interest and similar costs | 1,891,029 | 3,034,005 | |
| Acquisition of own shares | 204,721 | 54,916 | |
| Loans obtained | 10,125,500 | 15,750,000 | |
| Net cash flow from financing activities [3] | 12,221,250 | 18,838,921 | |
| (5,271,250) | 27,142,079 | ||
| Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] | |||
| Cash and cash equivalents at the beginning of the period | (267,702) | (335,392) | |
| Cash and cash equivalents at the end of the period | 8 | 373,019 | 350,634 |
| 8 | 105,317 | 15,242 | |
The accompanying notes are an integral part of these financial statements
The Chief Accountant The Board of Directors
FOR THE THREE MONTHS ENDED 31 MARCH 2013
(Translation from the Portuguese Original)
(Amounts expressed in euro)
Sonae Capital, SGPS, SA ("the Company" or "Sonae Capital") whose registered office is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, was set up on 14 December 2007 by public deed, following the demerger from Sonae, SGPS, SA of the whole of the shareholding in the company formerly named Sonae Capital, SGPS, SA, now named SC, SGPS, SA, in compliance with paragraph a) of article 118 of the Commercial Companies Code.
The Company's financial statements are presented as required by the Commercial Companies Code. According to Decree-Law 158/2009 of 13 July of 2009, the Company's financial statements have been prepared in accordance with International Financial Reporting Standards.
The principal accounting policies adopted in preparing the accompanying individual financial statements are consisting with those used in the financial statements presented for the year ended 31 December 2012.
Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accompanying financial statements have been prepared from the books and accounting records on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.
During the period there were no changes in accounting policies or prior period errors.
As at 31 March 2013 and 31 December 2012 Investments are detailed as follows:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Investments in affiliated and associated undertakings | 584,195,526 | 584,195,526 |
| Investments in other companies | ||
| Sonae RE - (0,04%) | 1,200 | 1,200 |
| Fundo Invest. Imob. Imosonae Dois - (0,001%) | 2,546 | 2,546 |
| 584,199,272 | 584,199,272 | |
| Impairment | (1,017,763) | (1,426,910) |
| 583,181,509 | 582,772,362 |
As at 31 March 2013 and 31 December 2012, the detail of Investments in Affiliated and Associated Companies is as shown in the table below.
| 31 March 2013 | 31 December 2012 | |||||
|---|---|---|---|---|---|---|
| Company | % Held | Book Value | Fair Value | % Held | Book Value | Fair Value |
| Res erve | Reserve | |||||
| SC, SGPS, SA | 100.00 | 382,638,253 | - | 100.00 | 382,638,253 | - |
| Spred, SGPS, SA | 54,05 | 40,000,000 | - | 54,05 | 40,000,000 | - |
| SC As sets , SGPS, SA | 76,64 | 82,000,000 | - | 76,64 | 82,000,000 | - |
| Sonae Turis mo, SGPS, SA | 23,08 | 37,500,000 | - | 23,08 | 37,500,000 | - |
| Fundo Esp.Inv.Imo.Fec. WTC | 59,57 | 42,057,273 | - | 59,57 | 42,057,273 | - |
| Total | 584,195,526 | - | 584,195,526 | - |
Investments carried at cost correspond to those in unlisted companies and for which a fair value cannot be reliably estimated.
Impairment tests on financial investments were performed, based on external valuations of the real estate of group companies, to assess the fair value of such investments. Following this analysis, 409,147 euro, regarding an impairment accounted for in 2012 for the company Fund Esp.Inv.imob WTC, was reverted in the period.
As at 31 March 2013 and 31 December 2012 Other Non-Current Assets are detailed as follows:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Loans granted to group companies: | ||
| SC, SGPS, SA | 26,032,203 | 111,341,743 |
| SC As sets , SGPS, SA | 112,689,743 | 22,176,203 |
| 138,721,946 | 133,517,946 |
These assets were not due or impaired as at 31 March 2013. The fair value of loans granted to Group companies is basically the same as their book value.
Loans to group companies interest at market rates and are repayable within a period exceeding one year.
| As at 31 March 2013 and 31 December 2012 Other Current Assets can be detailed as follows: |
|---|
| ------------------------------------------------------------------------------------------- |
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Group companies - Short term loans : | ||
| SC, SGPS, SA | 14,040,917 | 20,450,367 |
| SC-Consultadoria,SA | - | - |
| SC As sets SGPS, SA | 566,130 | 255,130 |
| Sonae Turis mo-SGPS,SA | - | - |
| Group companies - Attributed profit: | ||
| SC As sets SGPS, SA | 2,221,944 | - |
| SC, SGPS, SA | 9,500,000 | - |
| Spred, SGPS, SA | 633,301 | - |
| Suppliers | 350 | 5,213 |
| Income tax withheld | 189,700 | 189,194 |
| Other Debtors | 1,962 | 5,500 |
| Accrued income | 2,317,067 | 5,107,967 |
| Deferred cos ts | 533,423 | 22,812 |
| 30,004,794 | 26,036,184 |
Loans granted to group companies bear interest at market rates and are repayable within one year.
Deferred tax assets and liabilities as at 31 March 2013 and 31 December 2012 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31 March 2013 | 31 December 2012 | 31 March 2013 | 31 December 2012 | |
| Tax losses carried forward | 539,961 | 429,213 | - - |
|
| Others | - | - | - 11,699 |
During the periods ended 31 March 2013 and 31 December 2012, movements in Deferred taxes are as follows:
| Deferred tax as sets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31 March 2013 | 31 December 2012 | 31 March 2013 | 31 December 2012 | |
| Opening balance | 429,213 | 451,247 | 778 | 11,699 |
| Effect in res ults ( Nota 18): | ||||
| Tax losses carried forward | 110,749 | (22,034) | - | - |
| Others | - | (778) | (10,921) | |
| 539,961 | 429,213 | - | 778 | |
| Effect in res erves : | - | - | - | - |
| Clos ing balance | 539,961 | 429,213 | - | 778 |
As at 31 March 2013 and 31 December 2012 Cash and Cash Equivalents can be detailed as follows:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Cash | 1,004 | 1,004 |
| Bank deposits | 104,314 | 372,997 |
| Cash and cash equivalents in the balance sheet | 105,317 | 374,001 |
| Bank overdrafts | - | 981 |
| Cash and cash equivalents in the cash flow statement | 105,317 | 373,019 |
As at 31 March 2013 Share Capital consisted of 250,000,000 ordinary shares of 1 euro each.
In 2013, Sonae Capital SGPS, S.A. bought 1,087,300 own shares on the stock market, representing 0.435% of its share capital, for a total consideration of 204,721 euro. As at 31 March 2013, the total of own shares held by the company is 2,687,610, representing 1.075% of its share capital.
As at 31 December 2012, and 31 December 2012 the caption Other Reserves can be detailed as follows:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Free res erves | 154,607,646 | 155,807,458 |
| Demerger res erve | 132,638,252 | 132,638,252 |
| Own s hares res erve | 469,426 | 264,705 |
| 287,715,325 | 288,710,416 |
The demerger reserve (Note 1), corresponds to the difference between the book value of the shareholding in SC, SGPS, SA (382,638,252 euro) which was spun off from Sonae, SGPS, SA to the Company, and the value of the share capital of the Company (250,000,000 euro). This reserve, which has a treatment similar to that of a Legal Reserve, according to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.
Legal Reserve: According to the Company Law, at least 5% of the annual net profit must be transferred to the legal reserve until it represents 20% of share capital. This reserve cannot be distributed to shareholders, unless the company is liquidated, but can be used to cover prior year losses, once other reserves have been used fully, or for capital increases. As at 31 March 2013 the value of this caption is 8,307,376 euro.
As at 31 March 2013 and 31 December 2012 this caption included the following loans:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Bank loans - Commercial paper | 30,000,000 | 38,250,000 |
| Bank loans - Term loan | 31,000,000 | 31,000,000 |
| Up-front fees not yet charged to income statement | (288,455) | (317,336) |
| Bank loans - non current | 60,711,545 | 68,932,664 |
| Nominal value of bonds | - | 10,000,000 |
| Up-front fees not yet charged to income statement | - | (14,589) |
| Bond Loans | - | 9,985,411 |
| Non-current loans | 60,711,545 | 78,918,075 |
| Bank loans - Commercial paper | 99,600,000 | 94,400,000 |
| Bank loans - Term loan | 2,000,000 | 2,000,000 |
| Bond Loans | 10,000,000 | - |
| Up-front fees not yet charged to income statement | (11,173) | - |
| Bank overdrafts | - | 981 |
| Current bank loans | 111,588,827 | 96,400,981 |
The caption Non-Current Bank Loans relates to amounts issued detailed as follows:
The bank loans mentioned above bear interest at market rates, indexed to the Euribor of each issue period.
The average interest rate of these bond loans as at 31 March 2013 was 4.464%.
The caption Current Bank Loans relates to amounts issued, detailed as follows:
i. Commercial Paper Programme issued on 28 March 2008 without subscription guarantee, valid for a period of 10 years, which may be extended at the option of the Company;
The above loans are not guaranteed, and their fair value is considered to be close to their book value, in view of the fact that interest payable on them is at variable market rates.
There are no Derivatives.
As at 31 March 2013 and 31 December 2012, these captions were made up as follows:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Other creditors | ||
| Group companies - Short term loans: | ||
| Spred, SGPS, SA | 20,621,100 | 20,746,600 |
| Other creditors | - | 1,877 |
| 20,621,100 | 20,748,477 |
Loans obtained from group companies bear interest at market rates and are repayable within one year.
As at 31 March 2013 and 31 December 2012, these captions were made up as follows:
| 31 March 2013 | 31 December 2012 | |
|---|---|---|
| Other current liabil ities | ||
| Taxes payable | 42,382 | 140,913 |
| Accruals: | ||
| Staff costs | 298,465 | 235,216 |
| Interest payable | 1,076,916 | 637,782 |
| Other accruals | 153,467 | 164,029 |
| Deferred income | 2,326 | 4,070 |
| 1,573,556 | 1,182,010 |
As at 31 March 2013 and 31 March 2012, External Supplies and Services can be detailed as follows:
| 31 March 2013 | 31 March 2012 | |
|---|---|---|
| Operational rents | 10,499 | 8,257 |
| Insurance costs | 12,045 | 12,707 |
| Travelling expens es | 4,984 | 2,938 |
| Services obtained | 216,054 | 84,031 |
| Other services | 6,492 | 3,120 |
| 250,074 | 111,052 |
As at 31 March 2013 and 31 March 2012, Staff Costs are made up as follows:
| 31 March 2013 | 31 March 2012 | |
|---|---|---|
| Governi ng bodi es ' remunerations | 180,604 | 147,152 |
| Staff's remunerations | - | - |
| Social s ecuri ty contributi ons | 17,193 | 11,203 |
| Other staff costs | 24,038 | 3,751 |
| 221,835 | 162,106 | |
As at 31 March 2013 and 31 March 2012, Net Financial Expenses and Investment Income can be detailed as follows:
| 31 March 2013 | 31 March 2012 | |
|---|---|---|
| Interest payable and similar expens es | ||
| Interest arising from: | ||
| Bank loans | (1,766,661) | (1,646,055) |
| Bonds | (119,793) | (318,937) |
| Other | (28,700) | (81,206) |
| Other financial expens es | (346,153) | (877,839) |
| (2,261,308) | (2,924,037) | |
| Interest receivable and similar income | ||
| Interest income | 2,263,683 | 2,941,583 |
| 2,263,683 | 2,941,583 | |
| Net financial expens es | 2,374 | 17,546 |
| Revers al of Impairment loss es (Note 4.1) | 409,147 | - |
| Dividends received | 12,355,245 | 382,921 |
| Inves tment income | 12,764,392 | 382,921 |
As at 31 March 2013, the amount of dividends received from affiliated companies was as follows:
| SC ASSETS, SGPS, SA | 2,221,944 |
|---|---|
| SC, SGPS, SA | 9,500,000 |
| SPRED, SGPS, SA | 633,300 |
| 12,355,245 |
As at 31 March 2013 and 31 March 2012, Taxation is made up as follows:
| 31 March 2013 | 31 March 2012 | |
|---|---|---|
| Current tax | (2,351) | (2,275) |
| Deferred tax | 111,527 | 62,996 |
| 109,176 | 60,721 |
Earnings per share for the three months periods ended 31 March 2013 and 2012 were calculated taking into consideration the following amounts:
| 31 March 2013 | 31 March 2012 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic | ||
| earnings per share (Net profit for the period ) | 12,398,885 | 191,421 |
| Effect of dilutive potential s hares | - | - |
| Net profit taken into consideration to calculate | ||
| diluted earnings per s hare | 12,398,885 | 191,421 |
| Number of shares | ||
| Weighted average number of shares used to calculate | ||
| bas ic earnings per share | 248,203,570 | 249,618,700 |
| Weighted average number of shares used to calculate | ||
| diluted earnings per s hare | 248,203,570 | 249,618,700 |
| Earnings per share (basic and diluted) | 0.049954 | 0.000767 |
Art 5 nr 4 of Decree-Law nr 495/88 of 30 December changed by art 1 of Decree-Law nr 318/94 of 24 December
In the period ended 31 March 2013 shareholders' loan contracts were entered into with the companies SC, SGPS, SA and SC Assets, SGPS, SA.
In the period ended 31 March 2013 there were no short-term loan contracts entered into.
As at 31 March 2013 amounts due by affiliated companies can be summarized as follows:
Loans and Short term loans granted
| Companies | Closing Balance |
|---|---|
| SC, SGPS, SA | 40,073,120 |
| SC As sets, SGPS, SA | 113,255,873 |
| 153,328,993 |
As at 31 March 2013 amounts due to affiliated companies can be summarized as follows:
Short term loans obtained
| Companies | Closing Balance |
|---|---|
| Spred, SGPS, SA | 20,621,100 |
| 20,621,100 |
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 8 May 2013.
The Board of Directors
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