Interim / Quarterly Report • Sep 1, 2014
Interim / Quarterly Report
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Sonae Capital, SGPS, SA Lugar do Espido, Via Norte T (+351) 22 010 79 03 Capital Social 250.000.000 euros Sociedade Aberta Apartado 3053 – 4471-937 Maia F (+351) 22 010 79 35 CRC Maia (matrícula nº 508 276 756) Portugal www.sonaecapital.pt Pessoa colectiva nº 508 276 756
| | REPORT OF THE BOARD OF DIRECTORS | 3 | |
|---|---|---|---|
| 1. HIGHLIGHTS & CEO MESSAGE |
5 | ||
| 2. OVERALL PERFORMANCE |
6 | ||
| 3. SEGMENTS PERFORMANCE |
9 | ||
| 4. CORPORATE INFORMATION |
13 | ||
| 5. METHODOLOGICAL NOTES |
14 | ||
| GLOSSARY | 14 | ||
| | APPENDIX TO THE REPORT OF THE BOARD OF DIRECTORS | 15 | |
| | CONSOLIDATED FINANCIAL STATEMENTS | 20 | |
| | INDIVIDUAL FINANCIAL STATEMENTS | 58 | |
| | LIMITED REVIEW REPORT | 78 |
The consolidated financial statements presented in this report was subjected to a limited revision and have been prepared in accordance with International Financial Reporting Standards ("IAS/IFRS"), issued by International Accounting Standards Board ("IASB"), as adopted by European Union. The quarterly information is unaudited.
"During the 1H14 we kept focused implementing and executing the defined strategy, namely, growing current businesses both in top line and profitability. At the same time, we are looking for releasing cash from non strategic assets to support new investments opportunities, such was the case with the new cogeneration operations and, particularly, with the aim of reducing debt. Within this framework we're able to achieve a significant 51% top line growth, improving EBITDA margin from 0.4% in 1H13 to 5.1% in 1H14. Also, at the net results level, the performance was remarkable achieving a 40% growth rate. Notwithstanding the seasonal Net Debt growth, mainly as a consequence of the level of investments on the energy expansion plan and working capital performance, we remain strongly focused in reducing debt and releasing capital from non strategic businesses, demonstrating our commitment and focus on continuing with the implementation of the corporate strategy defined at the end of 2013."
Cláudia Azevedo, CEO
…Consolidated EBITDA1 , excluding Guaranteed Income Provisions, amounted to 4.5M€, a significant 3.5M€ improvement when compared to 2Q13:
1 EBITDA excluding the estimated present value of potential costs for the full period of the guaranteed income in real estate sales at troiaresort.
The financial and operational performance throughout the 1H14 was globally positive, showing growth across all key financial indicators, namely, a Turnover growth of 51.1%, a 3.7M€ EBITDA improvement and a growth of 39.8% at the Net Results level. Also, at the EBITDA-Capex level that during the 1H14 has posted a marginal negative contribution, registered a significant improvement of 2.4M€.
| Million euro | ||||||
|---|---|---|---|---|---|---|
| 2Q 2014 | 2Q 2013 | 14/13 | 6M 2014 | 6M 2013 | 14/13 | |
| Total Operational Income | 43.22 | 29.26 | +47.7% | 79.99 | 52.96 | +51.0% |
| Turnover | 40.07 | 27.89 | +43.7% | 76.23 | 50.44 | +51.1% |
| Tourism | 12.89 | 9.27 | +39.1% | 29.81 | 15.58 | +91.4% |
| Resorts | 5.36 | 2.95 | +81.8% | 17.45 | 4.72 | >100% |
| Hospitality | 3.99 | 3.46 | +15.4% | 5.45 | 5.22 | +4.4% |
| Fitness | 3.54 | 2.86 | +23.8% | 6.91 | 5.64 | +22.6% |
| Energy | 13.11 | 3.38 | >100% | 20.20 | 6.65 | >100% |
| Refrigeration & HVAC | 12.96 | 14.62 | -11.3% | 24.14 | 26.80 | -9.9% |
| Others & Eliminations | 1.11 | 2.24 | -50.7% | 2.08 | 3.03 | -31.1% |
| Other Operational Income | 3.15 | 1.38 | >100% | 3.76 | 2.52 | +49.0% |
| EBITDA, excluding Guaranteed Income Provisions (1) | 4.53 | 1.08 | >100% | 6.01 | 0.19 | >100% |
| Tourism | 0.57 | -1.28 | - | 0.55 | -3.96 | - |
| Resorts | 0.95 | -0.37 | - | 3.12 | -0.74 | - |
| Hospitality | -1.00 | -1.22 | +17.9% | -3.45 | -3.58 | +3.6% |
| Fitness | 0.56 | 0.24 | >100% | 0.87 | 0.27 | >100% |
| Energy | 2.95 | 0.88 | >100% | 4.40 | 1.74 | >100% |
| Refrigeration & HVAC | 0.60 | 1.01 | -40.4% | 0.21 | 1.34 | -84.4% |
| Others & Eliminations | 0.40 | 0.46 | -13.0% | 0.85 | 1.07 | -20.8% |
| Provisions for Guaranteed Income | -0.44 | 0.00 | - | -2.09 | 0.00 | - |
| EBITDA | 4.08 | 1.08 | >100% | 3.91 | 0.19 | >100% |
| Amortization & Depreciation | -3.77 | -3.30 | -14.5% | -7.05 | -6.61 | -6.7% |
| Provisions & Impairment Losses | -0.14 | -0.02 | <-100% | -0.17 | -0.01 | <-100% |
| Discontinued Operations (2) | 0.02 | -0.13 | - | -0.14 | -0.06 | <-100% |
| EBIT | 0.19 | -2.37 | - | -3.45 | -6.49 | +46.9% |
| Net Financial Expenses | -3.20 | -2.86 | -11.9% | -6.11 | -5.31 | -15.0% |
| Investment Income and Results from Assoc. Undertakings | 1.55 | 1.38 | +12.3% | 3.28 | 2.96 | +10.8% |
| EBT | -1.47 | -3.85 | +61.9% | -6.28 | -8.85 | +29.0% |
| Taxation | -0.49 | -1.64 | +70.1% | -0.90 | -3.08 | +70.6% |
| Net Profit | -1.96 | -5.49 | +64.4% | -7.19 | -11.93 | +39.8% |
| Attributable to Equity Holders of Sonae Capital | -2.37 | -5.68 | +58.4% | -7.36 | -11.93 | +38.3% |
| Attributable to Non-Controlling Interests | 0.41 | 0.19 | >100% | 0.18 | 0.00 | >100% |
(1) EBITDA excluding t he est imat ed present value of pot ent ial cost s for t he period of t he Guarant eed Income from real est ate sales at troiaresort
(2) Includes discont inued businesses in t he report ed period (2013/ 14)
Consolidated Turnover reached 76.23M€, evidencing a 51.1% growth compared to last year, with significant contributions from the majority of the segments: (i) a 270% growth in Resorts, supported on the growth number of sales deeds at troiaresort; (ii) Hospitality grew 4.4% as a result from the increased occupation rates; (iii) Fitness improved 22.6%, driven by the 34% growth in the number of active members; (iv) Energy posted a growth of 204% driven mainly by the new cogeneration operations; and (v) notwithstanding the 9.9% decrease in Refrigeration & HVAC segment despite the 17% increase in the level of pipeline when compared to year end 2013. With respect to segment "Others", the 47.8% positive evolution is related with our effort and commitment in realising capital from non-strategic assets, namely, real estate sales.
During the 2Q14, as it was the case in the semester, it was also registered a significant Top Line improvement of 43.7% with the majority of the segments, with the exception of Refrigeration & HVAC, showing a positive evolution compared to LY.
Consolidated 1H14 EBITDA, excluding guaranteed income provisions, totalled 6.0M€, generating a margin of 7.9% and registering an important growth of 5.8M€. All segments presented positive evolutions compared to LY, with the exception of Refrigeration & HVAC driven by the Top Line performance.
Consolidated 1H14 EBITDA including, for conservative reasons, the estimated present value of the potential costs for the full period of the guaranteed income in real estate sales at troiaresort, amounted to 3.91M€, registering a significant growth of 20.6 times or 3.7M€ compared to LY. During the 2Q14, consolidated EBITDA reached 4.08M€, a growth of 3.8 times or 3.0M€ compared to the 2Q13.
Net Profit in 1H14 was negative 7.19M€, 39.8% or 4.74M€ above the level registered last year. It should be highlighted, besides the positive EBITDA performance, the 10.8% growth registered in Results from Associated Undertakings/Investment, mostly due to the contribution of Norscut and the two new cogeneration operations where the group does not hold a majority shareholding.
Capex (excluding the investment related to the acquisition of the new cogeneration operations) amounted to 4.01M€ during the 1H14, correspondent to a Capex/Sales ratio of 5.26%, below the 5.35% level registered during the 1H13. The bulk of Capex was mostly driven by Resorts and Hospitality, the latter driven by the opening of the new concept Hotel in Porto, a partnership with " Escola de Hotelaria e Turismo do Porto". Regarding the Energy business, Capex was mainly driven by the launch of Martim Longo operation (Photovoltaic park - 2MW).
At the end of 1H14, Net Debt amounted to 254.0M€, 8.0M€ above the level registered at the end of 2013, consequence of the FCF performance, influenced by the acquisition of the new cogeneration operations and by the level of Capex referred above.
It should be noted that, traditionally, 1H is characterized by a seasonal increase in the level of working capital. During the 1H13 Net Debt has also showed a growth of 2.7M€ and as such: (i) excluding, during the 1H13, the positive 10.0M€ impact from the sale of Imosede Fund participation units; and (ii) excluding the negative impact at the Net Debt level derived from the acquisition of the new cogeneration plants (4.2M€), on a comparable basis, the evolution of Net Debt during the 1H14 has shown a positive performance of 8.9M€ compared to the 1H13.
It should be highlighted that compared to the same period last year, Net debt registered a decrease of 4.8M€.
| Consolidated Balance Sheet | |||
|---|---|---|---|
| Million euro | Jun-14 | Dec 2013 | Jun14/Dec13 |
| Total Assets | 662.5 | 633.4 | +4.6% |
| Tangible and Intangible Assets | 247.8 | 246.3 | +0.6% |
| Goodwill | 61.0 | 61.0 | +0.0% |
| Non-Current Investments | 55.7 | 52.0 | +7.2% |
| Other Non-Current Assets | 46.5 | 45.8 | +1.6% |
| Stocks | 170.0 | 178.9 | -5.0% |
| Trade Debtors and Other Current Assets | 60.0 | 46.5 | +29.2% |
| Cash and Cash Equivalents | 21.4 | 3.0 | >100% |
| Total Equity | 306.5 | 313.2 | -2.1% |
| Total Equity attributable to Equity Holders of Sonae Capital |
297.4 | 304.3 | -2.3% |
| Total Equity attributable to Non-Controlling Interests | 9.1 | 8.9 | +2.5% |
| Total Liabilities | 356.0 | 320.3 | +11.2% |
| Non-Current Liabilities | 202.4 | 171.9 | +17.7% |
| Non-Current Borrowings | 183.1 | 153.0 | +19.7% |
| Deferred Tax Liabilities | 13.0 | 12.6 | +3.7% |
| Other Non-Current Liabilities | 6.2 | 6.3 | -2.5% |
| Current Liabilities | 153.6 | 148.4 | +3.5% |
| Current Borrowings | 92.3 | 96.1 | -3.9% |
| Trade Creditors and Other Current Liabilities | 61.4 | 52.3 | +17.3% |
| Total Equity and Liabilities | 662.5 | 633.4 | +4.6% |
| Net Capital Employed | 560.5 | 559.2 | +0.2% |
| Fixed Assets | 308.8 | 307.3 | +0.5% |
| Non‐Current Investments (net) | 83.0 | 78.8 | +5.3% |
| Working Capital | 168.6 | 173.1 | -2.6% |
| Capex (6M period) | 4.0 | 2.7 | +48.8% |
| % Fixed Assets | 1.3% | 0.9% | |
| Net Debt | 254.0 | 246.0 | +3.2% |
| % Net Capital Employed | 45.3% | 44.0% | |
| Gearing | 82.9% | 78.6% | |
| Net Debt excluding Energy | 229.2 | 230.1 | -0.4% |
Capital Employed grew marginally, mainly driven by both the cogeneration operations acquired during the 1Q14 and by the updated non current investments valuation, namely Imosede Fund and Norscut, notwithstanding the reduction in the working capital investment vs YE'13 (although it has registered an increase of 7.0M€ compared to the previous quarter).
It is expected for the 2H14, as it was the case last year, the reversion of part of the working capital investment as to improve FCF performance and, consequently, reduce the level of Debt in accordance with our ambition and strategic intent.
| Profit and Loss Account Million euro |
||||||
|---|---|---|---|---|---|---|
| Tourism | 2Q 2014 | 2Q 2013 | 14/13 | 6M 2014 | 6M 2013 | 14/13 |
| Total Operational Income | 12.31 | 7.88 | +56.3% | 27.69 | 12.88 | >100% |
| Turnover | 12.89 | 9.27 | +39.1% | 29.81 | 15.58 | +91.4% |
| Resorts | 5.36 | 2.95 | +81.8% | 17.45 | 4.72 | >100% |
| Hospitality | 3.99 | 3.46 | +15.4% | 5.45 | 5.22 | +4.4% |
| Fitness | 3.54 | 2.86 | +23.8% | 6.91 | 5.64 | +22.6% |
| Other Operational Income | -0.57 | -1.39 | +58.6% | -2.12 | -2.70 | +21.5% |
| Total Operational Costs | -9.54 | -8.86 | -7.7% | -24.94 | -16.68 | -49.5% |
| Cost of Goods Sold | -0.68 | -0.99 | +30.6% | -1.00 | -1.27 | +21.1% |
| Change in Stocks of Finished Goods | -1.70 | -0.72 | <-100% | -7.66 | -1.33 | <-100% |
| External Supplies and Services | -5.23 | -4.38 | -19.4% | -11.14 | -8.10 | -37.5% |
| Staff Costs | -3.04 | -2.73 | -11.2% | -5.91 | -5.56 | -6.2% |
| Other Operational Expenses | 1.11 | -0.04 | - | 0.77 | -0.42 | - |
| EBITDA excluding Guaranteed Income Provisions * | 0.57 | -1.28 | - | 0.55 | -3.96 | - |
| Resorts | 0.95 | -0.37 | - | 3.12 | -0.74 | - |
| Hospitality | -1.00 | -1.22 | +17.9% | -3.45 | -3.58 | +3.6% |
| Fitness | 0.56 | 0.24 | >100% | 0.87 | 0.27 | >100% |
| Provisions for Guaranteed Income | -0.44 | 0.00 | - | -2.09 | 0.00 | - |
| EBITDA | 0.13 | -1.28 | - | -1.54 | -3.96 | +61.0% |
| Capex EBITDA-Capex |
0.90 -0.77 |
0.56 -1.83 |
+61.3% +58.0% |
1.55 -3.10 |
0.68 -4.64 |
>100% +33.3% |
* EBITDA excluding t he est imat ed present value of pot ent ial cost s for t he period of t he Guarant eed Income from real est at e sales at troiaresort
The 1H14 maintained a commercial dynamism in line with the end of 2013, having been celebrated 27 deeds from the troiaresort residential units (compared to 39 during the full year 2013) to which we should add 12 promissory purchase agreements and reservation agreements (with advanced payment) for additional 9 units. As at 30th June 2014, 294 sales deeds on troiaresort residential units had been signed.
Driven by the enlarged number of deeds, 1H14 Turnover reached 17.45M€, 3.7 times higher than the level registered last year and, as a consequence, EBITDA excluding guaranteed income provisions, amounted to 3.12M€, registering an improvement of 3.86M€.
For prudence reasons and following the traditional conservative approach that should govern the accounting principles, it is accounted as provisions at the time of the sale, the present value of potential costs for the entire period of the guaranteed income from troiaresort real estate sales (the difference between the guaranteed rate of return and the expected commercial operation). Driven by the sale deeds registered during the 1H14, the value amounted to 2.09M€, reflecting a level of EBITDA of 1.03M€, 1.77M€ above the level registered last year.
The dynamism and the improving trend in turnover and profitability observed since the end of 2013 has remained during the 1H14 with the average number of active members registering a growth of 34% when compared to the 1H13.
Turnover grew 22.6% to 6.91M€, driven by the mentioned increase number of active members, notwithstanding the lower market average monthly fees. As a result of both, the increased Turnover and the optimization and rationalization cost measures implemented aimed at reducing the cost base, EBITDA has tripled to 0.87M€ compared to 1H13, registering a margin of 12.6% (15.8% in 2Q14), +7.8pp above last year.
Turnover in the 1H14, now on a comparable calendar basis, registered a growth of 4.4% (compared to 1H13) to 5.45M€ as a consequence of the 3pp increase in the overall occupation rate. During the semester and compared to 1H13, the number of nights sold and RevPar increased 12.5% and 6.3%, in the total Group's hotel properties, respectively.
Due to the 4.4% top line increase and the optimization and rationalization cost measures implemented over the past years, EBITDA grew 3.6% remaining, nevertheless, at negative levels of 3.45M€.
Excluding rents (that are intercompany movements subject to changes upon completion of the assets' valuation carried out by an external entity), it should be highlighted that the Hospitality segment EBITDAR amounted to negative 0.68M€, an improvement of 7.3% when compared to the negative value of 0.74M€ registered in 1H13.
In April, in partnership with the "Escola de Hotelaria e Turismo do Porto" it was launched a new hotel, following a capital light approach. This is a unit with 17 rooms, restaurant, bar and meetings room, where students of the "Escola de Hotelaria e Turismo do Porto" are able to apply their knowledge. Inspired by the arts and appreciation of beauty, The Artist Porto Hotel & Bistro offers a contemporary and comfortable atmosphere, where every detail transports us to a creative and unique environment with a strong motivational atmosphere, inspiring and helping to grow (personally and professionally) students of the "Escola de Hotelaria e Turismo do Porto".
| Profit and Loss Account Million euro |
||||||
|---|---|---|---|---|---|---|
| Energy | 2Q 2014 | 2Q 2013 | 14/13 | 6M 2014 | 6M 2013 | 14/13 |
| Total Operational Income | 13.52 | 3.46 | >100% | 20.60 | 6.77 | >100% |
| Turnover | 13.11 | 3.38 | >100% | 20.20 | 6.65 | >100% |
| Other Operational Income | 0.41 | 0.09 | >100% | 0.40 | 0.12 | >100% |
| Total Operational Costs | -10.56 | -2.58 | <-100% | -16.20 | -5.03 | <-100% |
| Cost of Goods Sold Change in Stocks of Finished Goods External Supplies and Services Staff Costs Other Operational Expenses |
-9.17 0.00 -0.90 -0.48 -0.01 |
-2.02 0.00 -0.35 -0.21 0.00 |
<-100% - <-100% <-100% <-100% |
-13.87 0.00 -1.48 -0.84 -0.01 |
-3.92 0.00 -0.69 -0.41 0.00 |
<-100% - <-100% <-100% <-100% |
| EBITDA | 2.95 | 0.88 | >100% | 4.40 | 1.74 | >100% |
| Capex EBITDA-Capex |
0.53 2.42 |
0.74 0.14 |
-28.3% >100% |
0.93 3.47 |
1.62 0.12 |
-42.4% >100% |
During the 1Q14 it was announced the acquisition of a set of shareholdings and interests held by subsidiaries of Enel Green Power, S.p.A. in cogeneration plants located in Portugal. This acquisition of 44 MW (10 units, 8 majority held) is part of the expansion plan for the Energy segment, one of the strategic pillars of the growth and development of Sonae Capital's portfolio, allowing the Group to: (i) Speed up the planned Portuguese Portfolio growth; (ii) Internalize a backlog of repowering projects in Portugal; and (iii) Reinforce the Energy segment team with experienced and valuable new members, required to implement the outlined development roadmap.
With the fully operational photovoltaic project, the capacity under management will ascend to 53 MW (50MW Cogeneration and 3MW Photovoltaic) or 62.3 MW, considering the non-fully held operations, a growth of 3.0 times when compared to the end of 2013.
Turnover, including four months of the new cogeneration operations, grew 204% to 20.2M€. Excluding this effect (13.24M€ in 1H14), Turnover would have grown by 4.7%. EBITDA has also shown a significant 153% increase to 4.40M€, registering a margin of 21.8%. Excluding new operations' contribution (2.06M€), EBITDA would have grown by 34.5%.
Capex (excluding the cogeneration acquisitions) remained in controlled levels and contributed, besides EBITDA, for the improvement of the operational cash flow.
| Profit and Loss Account Million euro |
||||||
|---|---|---|---|---|---|---|
| Refrigeration & HVAC | 2Q 2014 | 2Q 2013 | 14/13 | 6M 2014 | 6M 2013 | 14/13 |
| Total Operational Income | 14.35 | 15.43 | -7.0% | 25.08 | 27.43 | -8.6% |
| Turnover | 12.96 | 14.62 | -11.3% | 24.14 | 26.80 | -9.9% |
| Total Operational Costs | -12.36 | -13.60 | +9.1% | -23.93 | -25.47 | +6.0% |
| Cost of Goods Sold | -4.27 | -6.37 | +32.9% | -7.64 | -10.38 | +26.4% |
| Change in Stocks of Finished Goods | -0.29 | 2.41 | - | -0.61 | 2.76 | - |
| External Supplies and Services | -4.89 | -5.07 | +3.5% | -8.43 | -8.77 | +3.9% |
| Staff Costs | -3.61 | -4.16 | +13.2% | -7.43 | -8.38 | +11.3% |
| Other Operational Expenses/Income | 0.70 | -0.42 | - | 0.17 | -0.69 | - |
| EBITDA | 0.60 | 1.01 | -40.4% | 0.21 | 1.34 | -84.4% |
| Capex | 0.10 | 0.02 | >100% | 0.18 | 0.09 | >100% |
| EBITDA-Capex | 0.51 | 1.00 | -49.1% | 0.03 | 1.25 | -97.5% |
1H14 Turnover amounted to 24.14M€, a decrease of 9.9% compared to 1H13, due to some delays in important projects both in Portuguese and international operations. Backlog grew 17% and 3% when compared to YE13 and 1Q14, respectively, representing, approximately, 7 months of turnover.
The level of International Turnover from the Refrigeration & HVAC business (consolidating exports and direct sales abroad), despite the lower international activity following some delays in the launch of important projects, amounted to 5.3M€, representing 22% of the consolidated turnover.
Despite the on-going implementation of measures leading to rationalize and variable the cost structure to the new benchmark, due to the turnover performance, consolidated EBITDA amounted to only 0.21M€ reverting, nevertheless, the negative value registered in 1Q14.
Domestic EBITDA reached 0.17M€, registering a decrease of 0.61M€ when compared to 1H13, driven by top line performance. International EBITDA reached 39K€, posting a decrease of 0.52M€ compared to 1H13.
Capex remained at low levels and the large majority of the lower Operational Cash Flow was driven by the negative EBITDA evolution.
Sonae Capital Group owns a set of non-strategic assets and thus available for sale, including Real Estate assets (excluding Sonae Tourism assets) and Financial Shareholdings.
During the period there were no material operations to highlight.
With respect to Real Estate assets, during the 1H14, it were celebrated over a disperse set of assets sales deeds amounting to 0.82M€.
As at 30 June 2014, Capital Employed in this set of assets (real estate) amounted to 128.1M€.
Sonae Capital, SGPS, SA, the Group's holding company, posted a positive 19,449,049 euro net profit in 1H14, including a material 15.6 million euro impact from dividends paid by subsidiaries. 1H13 net profit of 12,371,328 euro was also impacted from dividends paid by subsidiaries in the amount of 13,113,126 euro.
As at March 6, 2014 Sonae Capital, SGPS, SA (Sonae Capital) informed that the acquisition (directly or through wholly-owned companies) of a group of shareholdings and equity interests held by subsidiaries of Enel Green Power S. p. A. (Enel), in cogeneration plants located in Portugal, have become effective.
After contractual price adjustments, the acquisition price has been settled at 9.6 million euro, representing an investment net cash outflow of 4.2 million euro, considering the free cash available in each of the acquired units.
This acquisition lies within the expansion plan of the Energy segment, one of the strategic pillars of the growth and development of Sonae Capital's portfolio, allowing the Group to: (i) Speed up the planned Portuguese Portfolio growth; (ii) Internalize a backlog of repowering projects in Portugal; and (iii) Reinforce the Energy segment team with experienced and valuable new members, required to implement the outlined development roadmap.
As at May 22, 2014 Sonae Capital, SGPS, SA (Sonae Capital) has disclosed that it had closed the conditions for a Bond issue of €42,500,000 (forty two million five hundred thousand euros), subscribed by institutional investors, without any guarantees and with a 5 year term, maturing in May 2019. The physical and financial settlement occurred on 28 May 2014 and the process for the bonds to be listed for trading on Euronext Lisbon is being prepared.
Sonae Capital maintains its commitment and focus on reducing Net Debt and the operation allows the Group to strengthen its capital structure, diversify its sources of funding while optimizing the financing costs. It also ensures the structural funds to implement the corporate strategy defined at the end of 2013 and to prosecute the respective strategic goals.
There were no subsequent corporate events to register.
The consolidated financial statements presented in this report was subjected to a limited revision and have been prepared in accordance with International Financial Reporting Standards ("IAS/IFRS"), issued by International Accounting Standards Board ("IASB"), as adopted by European Union. The quarterly information is unaudited.
In 1Q14 it was changed the reporting template for the Net Debt of the Energy segment. Since the growth of this segment is being performed primarily through Intercompany Debt, we decided to report the Debt of the segment with the total Debt rather than the contribution to Sonae Capital Group as was until now. We believe that this change contributes to increase the quality and transparency of the information reported to the market.
With the aim of continuing improve the quality and transparency of the information provided, from the 2Q14 onwards, discontinued operations are reported on a specific line of the Profit & Loss statement.
The present document is a translation from the Portuguese original version.
EBITDA excluding Guaranteed Income Provisions = EBITDA + Provisions related to the estimated present value of potential costs for the full period of the Guaranteed Income from real estate sales at troiaresort
EBITDAR = EBITDA + Rents for buildings
30 JUN E 2014
The signatories individually declare that, to their knowledge, the Report of the Board of Directors, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared in accordance with applicable International Financial Reporting Standards, and give a true and fair view, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of Sonae Capital, SGPS, SA, and of the companies included in the consolidation perimeter, and that the Report of the Board of Directors faithfully describes major events that occurred during the first half of 2014 and their impacts, if any, in the business performance and financial position of Sonae Capital, SGPS, SA and of the companies included in the consolidation perimeter, and contains an appropriate description of the major risks and uncertainties that they face.
Maia, 31 July 2014
Belmiro Mendes de Azevedo Ivone Pinho Teixeira Chairman of the Board of Directors Member of the Board of Directors
Maria Cláudia Teixeira de Azevedo Francisco de La Fuente Sánchez Member of the Board of Directors Member of the Board of Directors
Álvaro Carmona e Costa Portela Paulo José Jubilado Soares de Pinho Member of the Board of Directors Member of the Board of Directors
(Article 447 of the Portuguese Companies Act and nr. 7 of Article 14 of CMVM's 5/2008 Regulation)
Disclosure of shares and other securities held by Members of the Board of Directors and Fiscal Board and of transactions during 1st semester 2014 involving shares and other securities:
| Balance as at | ||||||
|---|---|---|---|---|---|---|
| Purchases | Sales | 30.06.2014 | ||||
| Date | Quantity | Av. Price € | Quantity | Av. Price € | Quantity | |
| Belmiro Mendes de Azevedo | ||||||
| Efanor Investimentos, SGPS, SA (1) | 49,999,997 | |||||
| (includes 1 share owned by the spouse) | ||||||
| Sonae Capital, SGPS, SA (a) | 838,862 | |||||
| Maria Cláudia Teixeira de Azevedo Efanor Investimentos, SGPS, SA (1) Linhacom, SGPS, SA (2) |
1 99,996 |
|||||
| Álvaro Carmona e Costa Portela Sonae Capital, SGPS, SA |
20.02.2014 | 21,700 | 0.46 | 24,942 | ||
| Paulo José Jubilado Soares de Pinho Sonae Capital, SGPS, SA (b) |
20,775 |
| Balance as at | ||||||
|---|---|---|---|---|---|---|
| Purchases | Sales | 30.06.2014 | ||||
| Date | Quantity | Av. Price € | Quantity | Av. Price € | Quantity | |
| (1) Efanor Investimentos, SGPS, SA | ||||||
| Sonae Capital, SGPS, SA | 88,859,200 | |||||
| Pareuro, BV (3) | 5,583,100 | |||||
| (2) Linhacom, SGPS, SA | ||||||
| Sonae Capital, SGPS, SA | 43,912 | |||||
| Imparfin, SGPS, SA (4) | 150,000 | |||||
| (3) Pareuro, BV | ||||||
| Sonae Capital, SGPS, SA | 66,600,000 | |||||
| (4) Imparfin, SGPS, SA | ||||||
| Sonae Capital, SGPS, SA | 513,160 |
(a) Includes 1,862 shares owned by the spouse.
(b) Includes 8,125 shares owned by Change Partners, SCR, SA, company where Paulo José Jubilado Soares de Pinho is member of the Board of Directors.
Number of shares held by shareholders owning more than 10%, 33% or 50% of the company's share capital:
Number of shares as at 30.06.2014
| Efanor Investimentos, SGPS, SA (1) | |
|---|---|
| Sonae Capital, SGPS, SA | 88,859,200 |
| Pareuro, BV | 5,583,100 |
Pareuro, BV Sonae Capital, SGPS, SA 66,600,000
(1) Belmiro Mendes de Azevedo is, under the terms of paragraph b number 1 of Article 20 and number 1 of Article 21 of the Portuguese Securities Code, the ultimate beneficial owner, as he holds around 99% of the share capital and voting rights of Efanor Investimentos SGPS, SA, which entirely controls Pareuro BV.
As required by number 1, c) of Article 9 of CMVM Regulation Nr. 5/2008, the following shareholders held more than 2% of the company's share capital as at 30 June 2014:
| Shareholder | Nr. of Shares | % of Share Capital |
% of Voting Rights |
|---|---|---|---|
| Efanor Investimentos, SGPS, S.A. (1) | |||
| Directly Owned | 88,859,200 | 35.544% | 35.544% |
| Through Pareuro, BV (controlled by Efanor) | 66,600,000 | 26.640% | 26.640% |
| Through Belmiro Mendes de Azevedo (Chairman of the Board of Directors of Efanor) | 837,000 | 0.335% | 0.335% |
| Through Maria Margarida Carvalhais Teixeira de Azevedo (Member of the Board of Directors of Efanor) |
1,862 | 0.001% | 0.001% |
| Through Linhacom, SGPS, S.A. (controlled by the Member of the Board of Directors of Efanor Maria Cláudia Teixeira de Azevedo) |
43,912 | 0.018% | 0.018% |
| Through Migracom, SGPS, S.A. (controlled by the Member of the Board of Directors of Efanor Duarte Paulo Teixeira de Azevedo) |
161,250 | 0.065% | 0.065% |
| Through descendents of Duarte Paulo Teixeira de Azevedo (Member of the Board of Directors of Efanor) |
411 | 0.000% | 0.000% |
| Total attributable | 156,503,635 | 62.601% | 62.601% |
| Santander Asset Management - Sociedade Gestora de Fundos de Investimento Mobiliários, SA |
|||
| Through Santander Acções Portugal Fund (managed by Santander Asset Management) | 5,214,974 | 2.086% | 2.086% |
| Through Santander PPA Fund (managed by Santander Asset Management) | 484,869 | 0.194% | 0.194% |
| Total attributable | 5,699,843 | 2.280% | 2.280% |
| Blueshore Global Equity Fund | 5,000,000 | 2.000% | 2.000% |
| Total attributable | 5,000,000 | 2.000% | 2.000% |
(1) Belmiro Mendes de Azevedo is, under the terms of paragraph b) number 1 of Article 20 and number 1 of Article 21 of the Portuguese Securities Code, the ultimate beneficial owner, as he holds around 99% of the share capital and voting rights of Efanor Investimentos SGPS, SA, which entirely controls Pareuro BV; 1312 shares are no longer attributed to Nuno Miguel Teixeira de Azevedo due to be held by descendant and ceased the legal basis of imputation arising from paragraph a) number 4 of Article 248-B of the Portuguese Securities Code.
(Amounts expressed in euro)
| ASSETS | Notes | 30.06.2014 | 31.12.2013 |
|---|---|---|---|
| NON-CURRENT ASSETS: | |||
| Tangible assets | 8 | 239,978,779 | 238,552,228 |
| Intangible assets | 8 | 7,870,078 | 7,745,826 |
| Goodwill | 9 | 60,982,213 | 60,982,213 |
| Investments in associated companies | 5 | 15,473,281 | 12,458,452 |
| Other investments | 6 and 10 | 40,270,882 | 39,540,098 |
| Deferred tax assets | 14 | 25,989,709 | 26,186,529 |
| Other non-current assets | 11 | 20,509,721 | 19,570,690 |
| Total non-current assets | 411,074,663 | 405,036,036 | |
| CURRENT ASSETS: | |||
| Stocks | 12 | 169,983,015 | 178,930,013 |
| Trade account receivables and other current assets | 13 | 60,022,716 | 46,472,406 |
| Cash and cash equivalents | 15 | 21,402,933 | 2,997,963 |
| Total Current Assets | 251,408,664 | 228,400,382 | |
| TOTAL ASSETS | 662,483,327 | 633,436,418 | |
| EQUITY AND LIABILITIES | |||
| EQUITY: | |||
| Share capital | 16 | 250,000,000 | 250,000,000 |
| Own Shares | 16 | (1,486,301) | (1,124,125) |
| Reserves and retained earnings | 56,248,472 | 68,634,546 | |
| Profit/(Loss) for the year attributable to the equity holders of Sonae | (7,361,621) | (13,200,373) | |
| Equity attributable to the equity holders of Sonae Capital | 297,400,550 | 304,310,048 | |
| Equity attributable to non-controlling interests | 17 | 9,069,540 | 8,850,291 |
| TOTAL EQUITY | 306,470,090 | 313,160,339 | |
| LIABILITIES: | |||
| NON-CURRENT LIABILITIES: | |||
| Loans | 18 | 183,141,725 | 152,968,701 |
| Other non current liabilities | 20 | 3,098,525 | 3,256,871 |
| Deferred tax liabilities | 14 | 13,044,870 | 12,581,859 |
| Provisions | 23 | 3,079,824 | 3,079,824 |
| Total Non-Current Liabilities | 202,364,944 | 171,887,255 | |
| CURRENT LIABILITIES: | |||
| Loans | 18 | 92,262,211 | 96,050,940 |
| Trade creditors and other current liabilities | 22 | 56,769,789 | 49,380,171 |
| Provisions | 23 | 4,616,293 | 2,957,713 |
| Total Current Liabilities | 153,648,293 | 148,388,824 | |
| TOTAL LIABILITIES | 356,013,237 | 320,276,079 | |
| TOTAL EQUITY AND LIABILITIES | 662,483,327 | 633,436,418 | |
The accompanying notes are part of these financial statements.
The Board of Directors
(Amounts expressed in euro)
| Notes | 30.06.2014 | 30.06.2013 | |
|---|---|---|---|
| Sales | 39,743,873 | 23,132,450 | |
| Services rendered | 37,834,194 | 31,465,974 | |
| Other operating income | 4,257,270 | 3,484,841 | |
| Cost of sales | (24,149,974) | (17,983,399) | |
| Changes in stocks of finished goods and work in progress | (8,756,434) | 1,297,934 | |
| External supplies and services | (23,980,322) | (21,828,702) | |
| Staff costs | (16,784,781) | (17,790,572) | |
| Depreciation and amortisation | 8 | (7,051,409) | (6,713,058) |
| Provisions and impairment losses | (2,503,817) | (584,827) | |
| Other operating expenses | (2,058,614) | (975,522) | |
| Operational profit/(loss) | (3,450,014) | (6,494,881) | |
| Financial Expenses | (6,841,853) | (5,910,733) | |
| Financial Income | 733,393 | 598,610 | |
| Profit/(Loss) in associated and jointly controlled companies | 5 | 2,886,867 | 2,442,536 |
| Investment income | 389,368 | 513,605 | |
| Profit/(Loss) before taxation | (6,282,239) | (8,850,863) | |
| Taxation | 26 | (903,653) | (3,075,964) |
| Profit/(Loss) for the year | 27 | (7,185,892) | (11,926,827) |
| Attributable to: | |||
| Equity holders of Sonae Capital | (7,361,621) | (11,929,132) | |
| Non-controlling interests | 17 | 175,729 | 2,305 |
| Profit/(Loss) per share | |||
| Basic | 28 | (0.029902) | (0.048092) |
| Diluted | 28 | (0.029902) | (0.048092) |
The accompanying notes are part of these financial statements.
The Board of Directors
(Amounts expressed in euro)
| Notes | 2nd Quarter 14 1 | 2nd Quarter 13 1 | |
|---|---|---|---|
| Sales | 19,465,912 | 16,250,249 | |
| Services rendered | 20,698,914 | 13,782,753 | |
| Other operating income | 3,216,747 | 1,804,530 | |
| Cost of sales | (14,217,605) | (10,713,892) | |
| Changes in stocks of finished goods and work in progress | (2,395,802) | 1,688,708 | |
| External supplies and services | (12,414,723) | (11,830,344) | |
| Staff costs | (8,142,333) | (8,909,468) | |
| Depreciation and amortisation | (3,774,289) | (3,333,024) | |
| Provisions and impairment losses | (747,230) | (516,987) | |
| Other operating expenses | (1,500,428) | (588,775) | |
| Operational profit/(loss) | 189,163 | (2,366,250) | |
| Financial Expenses | (3,534,901) | (3,161,335) | |
| Financial Income | 331,523 | 298,492 | |
| Profit/(Loss) in associated and jointly controlled companies | 1,439,052 | 1,189,829 | |
| Investment income | 109,678 | 189,435 | |
| Profit/(Loss) before taxation | (1,465,485) | (3,849,829) | |
| Taxation | (491,973) | (1,643,144) | |
| Profit/(Loss) for the period | (1,957,458) | (5,492,973) | |
| Attributable to: | |||
| Equity holders of Sonae Capital | (2,365,164) | (5,679,648) | |
| Non-controlling interests | 407,706 | 186,675 | |
| Profit/(Loss) per share | |||
| Basic | (0.009604) | (0.022913) | |
| Diluted | (0.009604) | (0.022913) | |
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.
The Board of Directors
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Amounts expressed in euro)
| 30.06.2014 | 30.06.2014 | |
|---|---|---|
| Consolidated net profit/(loss) for the period | (7,185,892) | (11,926,827) |
| Items that may be reclassified subsequently to net profit / (loss): | ||
| Changes in the currency translation differences | 117,373 | (73,510) |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
(351,176) | 1,704,670 |
| Change in the fair value of assets available for sale | 772,140 | 833,690 |
| Change in the fair value of cash flow hedging derivatives | 542,813 | 714,369 |
| Tax related to other comprehensive income captions | (176,163) | (216,125) |
| Other comprehensive income for the period | 904,987 | 2,963,094 |
| Total comprehensive income for the period | (6,280,905) | (8,963,733) |
| Attributable to: | ||
| Equity holders of Sonae Capital Non-controlling interests |
(6,497,775) 216,870 |
(8,956,162) (7,571) |
The accompanying notes are part of these financial statements.
The Board of Directors
| 2nd Quarter 14 1 | 2nd Quarter 14 1 | |
|---|---|---|
| Consolidated net profit/(loss) for the period | (1,957,458) | (5,492,973) |
| Items that may be reclassified subsequently to net profit / (loss): | ||
| Changes in the currency translation differences | 66,167 | (112,159) |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
679,660 | 1,190,978 |
| Change in the fair value of assets available for sale | 372,187 | 360,926 |
| Change in the fair value of cash flow hedging derivatives | 278,677 | 330,497 |
| Tax related to other comprehensive income captions | (84,174) | (97,934) |
| Other comprehensive income for the period | 1,312,517 | 1,672,308 |
| Total comprehensive income for the period | (644,941) | (3,820,665) |
| Attributable to: | ||
| Equity holders of Sonae Capital Non-controlling interests |
(1,074,320) 429,379 |
(3,981,615) 160,950 |
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.
The Board of Directors
(Amounts expressed in Euro)
| Att ribu tab le t |
o E ity Hol qu |
der s of So nae |
Ca ital p |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sha re Cap ital |
Ow n Sha res |
Dem erg er Res erv e (No 6) te 1 |
nsla tion Tra Res erv es |
Fai r Val ue Res erv es |
Hed ing g Res erv es |
Oth er nd Res erv es a ain ed Ret Ear nin gs |
Sub al tot |
Net Pro fit/ (Lo ss) |
al Tot |
Non - Con llin tro g Inte ts res |
al E ity Tot qu |
|
| Bal s at 1 J 20 13 anc e a anu ary |
250 ,00 0,0 00 |
(26 05) 4,7 |
132 ,63 8,2 53 |
(11 6) ,48 |
153 ,08 2 |
(2,3 ) 37, 176 |
(53 04) ,83 6,5 |
76, 606 ,16 9 |
(11 03) ,09 2,0 |
315 ,24 9,4 61 |
8,7 07, 639 |
323 ,95 7,1 00 |
| Tot al c olid ate d c hen sive inc e fo r th erio d ons om pre om e p |
- | - | - | (51 6) ,19 |
617 ,56 5 |
701 ,93 1 |
1,7 04, 670 |
2,9 72, 970 |
(11 32) ,92 9,1 |
(8,9 ) 56, 162 |
(7,5 71) |
(8,9 ) 63, 733 |
| App riat ion of fit of 2 012 rop pro : Tra nsf o le l re d re tain ed nin er t ga ser ves an ear gs Div ide nds id pa Acq uisi tion of n sh ow are s Cha s in the of c ital he ld i ffil iate d nta nge pe rce ge ap n a Oth han er c ges |
- - - - - |
- - (26 80) 0,6 - - |
- - - - - |
- - - - - |
- - - - - |
- - - - - |
(11 03) ,09 2,0 - - 750 339 |
( 3) 11, 092 ,00 - - 750 339 |
11, 092 ,00 3 - - - - |
- - (26 80) 0,6 750 339 |
- (29 1,9 00) - (75 0) - |
- (29 1,9 00) (26 80) 0,6 - 339 |
| Bal s at 30 Ju 201 3 anc e a ne |
250 ,00 0,0 00 |
(52 85) 5,3 |
132 ,63 8,2 53 |
(62 2) ,68 |
770 ,64 7 |
(1,6 ) 35, 245 |
(63 48) ,22 2,7 |
68, 488 ,22 5 |
(11 32) ,92 9,1 |
306 ,03 3,7 08 |
8,4 07, 418 |
314 ,44 1,1 26 |
| Bal 1 J 20 14 s at anc e a anu ary |
250 ,00 0,0 00 |
(1,1 ) 24, 125 |
132 ,63 8,2 53 |
(18 22) 9,6 |
( 6) 590 ,85 |
(1,1 ) 66, 854 |
(62 75) ,05 6,3 |
68, 634 ,54 6 |
(13 73) ,20 0,3 |
304 ,31 0,0 48 |
8,8 50, 291 |
313 ,16 0,3 39 |
| Tot al c olid d c hen sive inc e fo r th erio d ate ons om pre om e p |
- | - | - | 82, 172 |
772 0 ,14 |
536 ,87 3 |
(52 7,3 39) |
863 ,84 6 |
(7,3 621 ) 61, |
(6,4 97, ) 775 |
216 ,87 0 |
(6,2 80, 905 ) |
| App riat ion of fit of 2 013 rop pro : Tra nsf er t o le l re d re tain ed nin ga ser ves an ear gs Div ide nds id pa Acq uisi tion of n sh ow are s Cha s in the nta of c ital he ld i ffil iate d nge pe rce ge ap n a Oth han er c ges |
- - - - - |
- - (36 76) 2,1 - - |
- - - - - |
- - - - - |
- - - - - |
- - - - - |
(13 73) ,20 0,3 - - - (49 7) ,54 |
( 3) 13, 200 ,37 - - - (49 7) ,54 |
13, 200 ,37 3 - - - - |
- - (36 76) 2,1 - (49 7) ,54 |
- (64 27) 9,9 - 652 ,22 3 83 |
- (64 27) 9,9 (36 76) 2,1 652 ,22 3 (49 4) ,46 |
| Bal s at 30 Ju 201 4 anc e a ne |
250 ,00 0,0 00 |
(1,4 86, 301 ) |
132 ,63 8,2 53 |
(10 50) 7,4 |
181 ,28 4 |
(62 9,9 81) |
(75 ,83 3,6 34) |
248 2 56, ,47 |
(7,3 621 ) 61, |
297 ,40 0,5 50 |
9,0 69, 540 |
306 90 ,47 0,0 |
The accompanying notes are part of these financial statements.
(Amounts expressed in Euro)
| Notes | 30.06.2014 | 30.06.2013 | 2nd Quarter 14 1 | 2nd Quarter 13 1 | |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES: | |||||
| Cash receipts from trade debtors | 78,924,691 | 52,018,420 | 38,380,316 | 23,512,934 | |
| Cash receipts from trade creditors | (54,957,222) | (39,716,604) | (31,541,408) | (18,132,583) | |
| Cash paid to employees | (16,646,874) | (16,663,470) | (9,145,473) | (9,087,557) | |
| Cash flow generated by operations | 7,320,595 | (4,361,654) | (2,306,565) | (3,707,206) | |
| Income taxes (paid) / received | (3,905,507) | (1,865,983) | (3,886,078) | (1,734,027) | |
| Other cash receipts and (payments) relating to operating activities | 3,182,978 | 1,896,151 | 2,007,431 | 1,998,149 | |
| Net cash flow from operating activities (1) | 6,598,066 | (4,331,486) | (4,185,212) | (3,443,084) | |
| INVESTMENT ACTIVITIES: | |||||
| Cash receipts arising from: | |||||
| Investments | 120,181 | 10,393,862 | 120,181 | - | |
| Tangible assets | 335,763 | 770,067 | (238,619) | 505,786 | |
| Intangible assets | - | 9,417 | - | 9,417 | |
| Interest and similar income | 1,139,380 | 30,453 | 63,315 | 9,779 | |
| Dividends | 796,367 | 158,628 | 796,367 | 158,628 | |
| 2,391,691 | 11,362,427 | 741,244 | 683,610 | ||
| Cash Payments arising from: | |||||
| Investments | (3,324,592) | (28,250) | (59,681) | - | |
| Tangible assets | (3,432,497) | (2,400,855) | (1,150,885) | (525,421) | |
| Intangible assets | (488,793) | (64,604) | (199,875) | (37,440) | |
| Loans granted | (936,926) | (465,885) | - | (459,000) | |
| (8,182,808) | (2,959,594) | (1,410,441) | (1,021,861) | ||
| Net cash used in investment activities (2) | (5,791,117) | 8,402,833 | (669,197) | (338,251) | |
| FINANCING ACTIVITIES: | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 64,199,200 | 18,380,478 | 52,574,700 | 10,677,204 | |
| Sale of own shares | 42,606 | - | 42,606 | - | |
| 64,241,806 | 18,380,478 | 52,617,306 | 10,677,204 | ||
| Cash Payments arising from: | |||||
| Loans obtained | (38,539,183) | (13,946,962) | (35,973,550) | (3,031,351) | |
| Interest and similar charges | (6,736,891) | (6,631,195) | (2,618,515) | (2,850,009) | |
| Reimbursement of capital and paid in capital | (28,385) | - | (28,385) | - | |
| Dividends | (1,004,034) | - | (1,004,034) | - | |
| Purchase of own shares | (404,783) | (260,680) | - | (55,959) | |
| (46,713,276) | (20,838,837) | (39,624,484) | (5,937,319) | ||
| Net cash used in financing activities (3) | 17,528,530 | (2,458,359) | 12,992,822 | 4,739,885 | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | 18,335,479 | 1,612,988 | 8,138,413 | 958,550 | |
| Effect of foreign exchange rate | (14,823) | 9,859 | (8,561) | 24,009 | |
| Cash and cash equivalents at the beginning of the period | 15 | ||||
| 2,922,307 | 2,609,152 | 13,125,636 | 3,277,740 | ||
| Cash and cash equivalents at the end of the period | 15 | 21,272,609 | 4,212,281 | 21,272,609 | 4,212,281 |
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2014
(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 Group's current strategic guideline, three business areas are identified:
The non-strategic assets (including non-tourism real estate assets and financial shareholdings) are included in the segment "Other assets".
On March 6 2014, Sonae Capital acquired a group of shareholdings and equity in cogeneration plants located in Portugal, precisely 10 new units (8 majority held) following the expansion plan of the Energy segment.
________________________________________________
The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2013.
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 2014, did not have material impacts in the financial statements as at 30 June 2014.
________________________________________________
Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 30 June 2014 and 31 December 2013, are as follows:
________________________________________________
| Percentage of capital held | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 30 June 2014 | 31 December 2013 | ||||||||
| Company | Head Office | Direct | Total | Direct | Total | ||||
| Sonae Capital SGPS, SA | Maia | Holding | Holding | Holding | Holding | ||||
| Tourism | |||||||||
| 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% | |||
| 1) | The Artist Hotel & Bistro – Actividades Hotelaria, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Golf Time - Golfe e Inv.Turisticos, SA | a) | Maia | 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% | |||
| SII - Soberana Investimentos Imobiliários, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |||
| Solinca - Health & Fitness, SA | a) | Maia | 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% | |||
| 7) | 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) | Maia | 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% |
| 2) | Atelgen – Produção de Energia, ACE | a) | Barcelos | 51.00% | 51.00% | - | - |
|---|---|---|---|---|---|---|---|
| 2) | Carvemagere – Manutenção e Energias Renováveis, Lda |
a) | Barcelos | 65.00% | 65.00% | - | - |
| 2) | Companhia Térmica Hectare ACE | a) | Alcochete | 100.00% | 100.00% | - | - |
| 2) | Companhia Térmica Tagol Lda | a) | Oeiras | 100.00% | 100.00% | - | - |
| 2) | C.T.E. – Central Termoeléctrica, Lda | a) | Maia | 100.00% | 100.00% | - | - |
| Ecociclo II – Energias, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Enerlousado – Recursos Energéticos, Lda | a) | Maia | 100.00% | 100.00% | - | - |
| Integrum Colombo – Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 3) | Integrum ACE, SA | a) | Maia | 100.00% | 100.00% | - | - |
| Integrum-Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 3) | Integrum – Engenho Novo - Energia, SA | a) | Maia | 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% | |
| 3) | Integrum II– Energia, SA | a) | Maia | 100.00% | 100.00% | - | - |
| 3) | Integrum III– Energia, SA | a) | Maia | 100.00% | 100.00% | - | - |
| Integrum Vale do Tejo – Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Ronfegen – Recursos Energéticos, Lda | a) | Maia | 100.00% | 100.00% | - | - |
| 2) | Soternix – Produção de Energia ACE | a) | Barcelos | 51.00% | 51.00% | - | - |
| Refrigeration and HVAC | |||||||
| PJP - Equipamento de Refrigeração, Lda | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
| Sopair, SA | a) | Madrid (Spain) | 100.00% | 70.00% | 100.00% | 70.00% | |
| Sistavac, SGPS, SA | a) | Matosinhos | 70.00% | 70.00% | 70.00% | 70.00% | |
| Sistavac Sistemas HVAC-R do Brasil, Lda | a) | São Paulo (Brazil) | 100.00% | 70.00% | 100.00% | 70.00% | |
| Sistavac, SA | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
| 8) | Spinarq–Engenharia, Energia e Ambiente,SA | a) | Luanda (Angola) | 99.90% | 99.90% | 99.90% | 99.90% |
| 8) | Spinarq-Moçambique, Lda | a) | Maputo (Mozambique) |
100.00% | 100.00% | 100.00% | 100.00% |
| 4) | SC – Central de Distribuição para Refrigeração e Climatização, SA |
a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% |
| Other Assets | |||||||
| 5) | Bloco Q-Sociedade Imobiliária, SA Casa da Ribeira – Sociedade Imobiliária, SA |
a) a) |
Maia Maia |
100.00% 100.00% |
100.00% 100.00% |
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% | |
| Empreend.Imob.Quinta da Azenha, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fundo Especial de Investimento Imobiliário Fechado WTC |
a) | Maia | 99.82% | 99.82% | 99.82% | 99.82% | |
| 7) | 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% | |
| Imobeauty, 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% | |
| Martimope – Empreendimentos Turisticos, 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% | |
| SC Assets, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC – Eng. e Promo Imobiliária,SGPS,SA | a) | Maia | 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% | |
| 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) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 7) | 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) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC-SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC Finance, BV | a) | Amsterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| 6) | SC FOR - Ser.Formação e Desenvolvimento de Recursos Humanos, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
a) Majority of voting rights.
________________________________________________
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 30 June 2014 and 31 December 2013 are as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2014 | 31 December 2013 | Book Value | ||||||
| Company | Head Office |
Direct | Total | Direct | Total | 30 June 2014 |
31 December 2013 |
|
| Other Assets | ||||||||
| Andar - Sociedade Imobiliária, SA | Maia | 50.00% | 50.00% | 50.00% | 50.00% | 189,253 | 357,859 | |
| 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% | 772,432 | 690,582 | |
| Norscut - Concessionária de Scut Interior Norte, SA |
Lisbon | 36.00% | 36.00% | 36.00% | 36.00% | 13,837,724 | 11,386,011 | |
| Operscut - Operação e Manutenção de Auto-estradas, SA |
Lisbon | 15.00% | 15.00% | 15.00% | 15.00% | 24,000 | 24,000 | |
| Energy | ||||||||
| 2) | Feneralt – Produção de Energia, ACE | Barcelos | 25.00% | 25.00% | - | - | 77,260 | - |
| 2) | Powercer – Sociedade de Cogeração da Vialonga, SA |
Lisbon | 30.00% | 30.00% | - | - | 572,612 | - |
| Total | 15,473,281 | 12,458,452 | ||||||
1) Null investment values result from the adoption of the equity method in Andar – Sociedade Imobiliária, SA,
holder of all of these investments; 2) Company acquired in March 2014.
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 30 June 2014 and 31 December 2013, aggregate values of main financial indicators of associated and jointly controlled companies can be analyzed as follows:
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Total Assets | 691,148,098 | 668,902,549 |
| Total Liabilities | 607,441,826 | 590,182,432 |
| Income | 35,586,583 | 128,281,701 |
| Expenses | 30,220,690 | 112,365,691 |
During the periods ended 30 June 2014 and 30 June 2013, movements in investments of associated and jointly controlled companies may be summarized as follows:
| 30 June 2014 | 30 June 2013 | |
|---|---|---|
| Opening balance as at 1 January | 12,490,395 | 4,697,978 |
| Acquisitions in the period | 1,249,300 | 7,000 |
| Disposals in the period | - | - |
| Equity method | 1,792,015 | 4,147,206 |
| Dividends received | (26,486) | - |
| Change in the consolidation method | - | - |
| Closing balance as at 30 June | 15,505,224 | 8,852,184 |
| Accumulated impairment losses | (31,943) | (31,943) |
| 15,473,281 | 8,820,241 |
The use of the equity method had the following impacts: 2,116,705 euro recorded on share of results of associated undertakings (2,442,536 euro at 30 June 2013), and -351,176 euro in changes in reserves (1,704,670 euro at 30 June 2013).
Group companies, jointly controlled companies and associated companies excluded from consolidation, their head offices, percentage of share capital held and book value as at 30 June 2014 and 31 December 2013 are made up as follows:
________________________________________________
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 June 2014 | 31 December 2013 | ||||||
| Head | 31 December | ||||||
| Company | Office | Direct | Total | Direct | Total | 30 June 2014 | 2013 |
| 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% | 25.85% | 25.85% | 39,426,263 | 38,654,123 |
| Fundo de Investimento Imobiliário Imosonae Dois |
Maia | 0.06% | 0.06% | 0.06% | 0.06% | 124,934 | 124,892 |
| Net, SA | Lisbon | 2.80% | 2.80% | 2.80% | 2.80% | 11,132 | 11,132 |
| Fundo de Capital de Risco F-HITEC | Lisbon | 6.48% | 6.48% | 6.48% | 6.48% | 250,000 | 250,000 |
| Other investments | 393,806 | 435,204 | |||||
| Total (Note 10) | 40,270,882 | 39,540,098 |
Additions in the consolidation perimeter by acquisition:
| Percentage of capital held | ||||
|---|---|---|---|---|
| At acquisition date | ||||
| Company | Head Office | Direct | Total | |
| Atelgen – Produção de Energia, ACE | Barcelos | 51.00% | 51.00% | |
| Carvemagere – Manutenção e Energias Renováveis, Lda |
Barcelos | 65.00% | 65.00% | |
| Companhia Térmica Hectare ACE | Alcochete | 100.00% | 100.00% | |
| Companhia Térmica Tagol Lda | Oeiras | 95.00% | 95.00% | |
| C.T.E. – Central Termoeléctrica, Lda | Maia | 100.00% | 100.00% | |
| Enerlousado – Recursos Energéticos, Lda | Maia | 100.00% | 100.00% | |
| Ronfegen – Recursos Energéticos, Lda | Maia | 100.00% | 100.00% | |
| Soternix – Produção de Energia ACE | Barcelos | 51.00% | 51.00% |
________________________________________________
The acquisitions that occurred in the six month period ended 30 June 2014 had the following impact in the consolidated financial statements:
| Acquisition Date | 30 June 2014 | |
|---|---|---|
| Net assets acquired | ||
| Tangible and intangible assets | 5,122,251 | 4,481,423 |
| Other assets | 9,947,142 | 8,516,392 |
| Cash and cash equivalents | 6,318,519 | 2,218,622 |
| Other liabilities | (12,845,848) | (12,128,219) |
| 8,542,064 | 3,088,218 | |
| Gain in acquisition | 279,690 | |
| Acquisition price | 8,262,374 | |
| Payments made | 8,262,374 | |
| Net cash flow from the acquisition | ||
| Payments made | 8,262,374 | |
| Cash and equivalents acquired | (6,318,519) | |
| 1,943,855 |
During the six months period ended 30 June 2014, 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 2014 | 224,681,479 | 146,714,608 | 1,916,702 | 16,042,362 | 389,355,151 | ||
| Changes in consolidation perimeter | 1,640,691 | 23,314,681 | 248,629 | - | 25,204,001 | ||
| Capital expenditure | 328,225 | 148,754 | 13,227 | 3,007,351 | 3,497,557 | ||
| Disposals | (331,328) | (373,207) | (6,297) | - | (710,832) | ||
| Exchange rate effect | - | 9,783 | 5,104 | - | 14,887 | ||
| Transfers | - | 8,774,196 | 11,596 | (8,632,145) | 153,647 | ||
| Closing balance as at 30 June 2014 | 226,319,067 | 178,588,815 | 2,188,961 | 10,417,568 | 417,514,411 | ||
| Accumulated depreciation and impairment losses |
|||||||
| Opening balance as at 1 January 2014 | 86,377,115 | 62,883,216 | 1,542,592 | - | 150,802,923 | ||
| Changes in consolidation perimeter | 1,419,542 | 18,587,084 | 178,843 | - | 20,185,469 | ||
| Charges for the period 1) | 1,415,748 | 5,427,052 | 37,575 | - | 6,880,375 | ||
| Disposals | (68,229) | (256,985) | (6,298) | - | (331,512) | ||
| Exchange rate effect | - | 6,017 | 3,195 | - | 9,212 | ||
| Transfers | - | (10,650) | (184) | - | (10,834) | ||
| Closing balance as at 30 June 2014 | 89,144,176 | 86,635,734 | 1,755,723 | - | 177,535,633 | ||
| Carrying amount as at 1 January 2014 | 138,304,364 | 83,831,392 | 374,110 | 16,042,362 | 238,552,228 | ||
| Carrying amount as at 30 June 2014 | 137,174,891 | 91,953,081 | 433,239 | 10,417,568 | 239,978,779 |
1) Includes impairment losses amounting to 167,620 euro (229,832 euro at December 2013)
Major amounts included in the caption Tangible assets in progress, refer to the following projects:
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Tróia | 8,071,649 | 7,322,147 |
| Photovoltaic Project | 195,000 | 7,412,790 |
| Others | 2,150,919 | 1,307,425 |
| 10,417,568 | 16,042,362 |
| 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 2014 | 7,834,037 | 2,211,797 | 9,422 | 435,656 | 10,490,912 | |
| Changes in consolidation perimeter | - | - | 103,719 | - | 103,719 | |
| Capital expenditure | - | 8,645 | 19,416 | 327,366 | 355,427 | |
| Disposals | - | (37,355) | - | - | (37,355) | |
| Exchange rate effect | - | 1,920 | - | - | 1,920 | |
| Transfers | (22,471) | 531,083 | - | (529,375) | (20,763) | |
| Closing balance as at 30 June 2014 | 7,811,566 | 2,716,090 | 132,557 | 233,647 | 10,893,859 | |
| Accumulated depreciation and impairment losses |
||||||
| Opening balance as at 1 January 2014 | 1,207,452 | 1,528,846 | 8,788 | - | 2,745,086 | |
| Changes in consolidation perimeter | - | - | - | - | - | |
| Charges for the period | 95,084 | 243,228 | 317 | - | 338,629 | |
| Disposals | - | (37,355) | - | - | (37,355) | |
| Exchange rate effect | - | 1,075 | - | - | 1,075 | |
| Transfers | (23,654) | - | - | - | (23,654) | |
| Closing balance as at 30 June 2014 | 1,278,882 | 1,735,794 | 9,105 | - | 3,023,781 | |
| Carrying amount as at 1 January 2014 | 6,626,585 | 682,951 | 634 | 435,656 | 7,745,826 | |
| Carrying amount as at 30 June 2014 | 6,532,684 | 980,296 | 123,452 | 233,647 | 7,870,078 |
As at June 2014 net assets of Marina de Tróia amount to 6,068,025 euro (6,141,720 euro at 31 December 2013).
During the periods ended 30 June 2014 and 31 December 2013, movements in goodwill, as well as in corresponding impairment losses, are as follows:
________________________________________________
| 30 June 2014 | 31 December 2013 | ||
|---|---|---|---|
| Gross amount: | |||
| Opening balance | 62,283,809 | 62,290,239 | |
| Decreases - disposals of affiliated companies | - | (6,430) | |
| Closing balance | 62,283,809 | 62,283,809 | |
| Accumulated impairment losses: | |||
| Opening balance | 1,301,596 | 1,301,596 | |
| Closing balance | 1,301,596 | 1,301,596 | |
| - | |||
| Total | 60,982,213 | 60,982,213 |
As at 30 June 2014, movements in investments were as follows:
| 30 June 2014 | 31 December 2013 | |||
|---|---|---|---|---|
| Non current | Current | Non current | Current | |
| Investments at acquisition cost | ||||
| Opening balance as at 1 January | 8,071,101 | - | 8,223,418 | - |
| Acquisitions in the period | 8,485 | - | 122 | - |
| Disposals in the period | (7,499,512) | - | (152,525) | - |
| Transfers | - | - | 86 | - |
| Closing balance as at 30 June | 580,074 | - | 8,071,101 | - |
| Accumulated impairment losses (Note 23) | (258,264) | - | (7,707,935) | - |
| 321,810 | - | 363,166 | - | |
| Investments held for sale | ||||
| Fair value as at 1 January | 39,305,931 | - | 49,938,723 | - |
| Disposals in the period | - | - | (9,919,661) | - |
| Increase/(Decrease) in fair value | 772,140 | - | (713,131) | - |
| Fair value as at 30 June | 40,078,071 | - | 39,305,931 | - |
| Accumulated impairment losses (Note 23) | (128,999) | - | (128,999) | - |
| Fair value (net of impairment losses) as at 30 June | 39,949,072 | - | 39,176,932 | - |
| Other Investments | 40,270,882 | - | 39,540,098 | - |
________________________________________________
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 30 June 2014 and 31 December 2013, other non-current assets are detailed as follows:
________________________________________________
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Loans granted to related parties | ||
| Norscut - Concessionária de Scut Interior Norte, SA | 18,647,695 | 17,740,756 |
| Others | 721,492 | 691,505 |
| 19,369,187 | 18,432,261 | |
| Impairment losses (Note 23) | (34,916) | (34,916) |
| 19,334,271 | 18,397,345 | |
| Trade accounts receivable and other debtors | ||
| Others | 1,175,450 | 1,173,345 |
| Impairment losses (Note 23) | - | - |
| 1,175,450 | 1,173,345 | |
| Other non current assets | 20,509,721 | 19,570,690 |
Inventories as at 30 June 2014 and 31 December 2013 can be detailed as follows, highlighting the value attributable to real estate developments:
________________________________________________
| 30 June 2014 | 31 December 2013 | |||
|---|---|---|---|---|
| Total | of which Real Estate Developments |
Total | of which Real Estate Developments |
|
| Raw materials, by-products and consumables | 1,574,525 | - | 1,162,725 | - |
| Goods for sale | 31,268,828 | 29,914,214 | 32,155,488 | 30,045,640 |
| Finished goods | 60,752,608 | 60,752,608 | 68,373,552 | 68,373,552 |
| Work in progress | 79,964,240 | 76,686,469 | 80,964,110 | 77,147,748 |
| 173,560,201 | 167,353,291 | 182,655,875 | 175,566,940 | |
| Accumulated impairment losses on stocks (Note 23) | (3,577,186) | (3,434,621) | (3,725,862) | (3,434,621) |
| 169,983,015 | 163,918,670 | 178,930,013 | 172,132,319 |
As at 30 June 2014 and 31 December 2013, trade accounts receivable and other current assets are detailed as follows:
________________________________________________
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Trade accounts receivable | 31,965,802 | 26,911,545 |
| Accumulated impairment losses on trade debtors (Note 23) | (5,835,559) | (6,039,005) |
| 26,130,243 | 20,872,540 | |
| Taxes recoverable | 14,859,461 | 12,841,371 |
| Loans granted to and other amounts to be received from related parties | 307,198 | 70,058 |
| Other current assets | ||
| Suppliers with a debtor balance | 979,095 | 850,602 |
| Other debtors | 11,931,418 | 10,923,538 |
| Accounts receivable from the sale of financial investments | 4,802,159 | 4,804,214 |
| Accounts receivable from the sale of tangible assets | 25,255 | 9,678 |
| Interest receivable | 570,105 | 965,460 |
| Deferred costs - Rents | 380,864 | 264,345 |
| Deferred costs - External supplies and services | 1,469,390 | 895,653 |
| Other current assets | 5,483,310 | 1,681,955 |
| 25,641,596 | 20,395,445 | |
| Accumulated impairment losses on other current assets (Note 23) | (6,915,782) | (7,707,008) |
| Trade accounts receivable and other current assets | 60,022,716 | 46,472,406 |
Deferred tax assets and liabilities as at 30 June 2014 and 31 December 2013 can be detailed as follows, split between the different types of temporary differences:
________________________________________________
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 30 June 2014 | 31 December 2013 | 30 June 2014 | 31 December 2013 | |
| Amortisation and Depreciation harmonisation adjustments | 858,281 | 884,314 | 3,096,676 | 2,783,003 |
| Provisions and impairment losses of non-tax deductible | 8,937,231 | 8,934,857 | - | - |
| Write off of tangible and intangible assets | 201,678 | 325,774 | - | - |
| Write off of accruals | 67,820 | 126,853 | - | - |
| Revaluation of tangible assets | - | - | 102,853 | 103,166 |
| Tax losses carried forward | 15,840,014 | 15,843,605 | - | - |
| Financial instruments | - | - | 1,452,787 | 1,276,624 |
| Write off of stocks | - | - | - | 931,724 |
| Taxable temporary differences arising from the fair value of non-current liabilities |
- | - | - | 7,150,724 |
| Others | 84,685 | 71,126 | 8,392,554 | 336,618 |
| 25,989,709 | 26,186,529 | 13,044,870 | 12,581,859 |
In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2014 and 31 December 2013, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| 30 June 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets |
Time limit |
Tax losses carried forward |
Deferred tax assets |
Time limit |
|
| With limited time use | ||||||
| Generated in 2008 | 351,292 | 80,797 | 2014 | 1,105,341 | 254,228 | 2014 |
| Generated in 2009 | 6,379,907 | 1,467,379 | 2015 | 6,379,907 | 1,467,379 | 2015 |
| Generated in 2010 | 14,563,454 | 3,349,595 | 2014 | 18,328,751 | 4,215,613 | 2014 |
| Generated in 2011 | 17,938,869 | 4,125,940 | 2015 | 17,938,869 | 4,125,940 | 2015 |
| Generated in 2012 | 16,006,259 | 3,681,440 | 2017 | 16,006,259 | 3,681,440 | 2017 |
| Generated in 2013 | 4,803,515 | 1,104,808 | 2018 | 9,126,112 | 2,099,006 | 2018 |
| Generated in 2014 | 8,826,326 | 2,030,055 | 2026 | - | - | |
| 68,869,622 | 15,840,014 | 68,885,239 | 15,843,605 | |||
| With a time limit different from the above mentioned |
- | - | - | - | ||
| 68,869,622 | 15,840,014 | 68,885,239 | 15,843,605 |
As at 30 June 2014 and 31 December 2013, 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 30 June 2014, tax losses carried forward amounting to 182,346,599 euro (175,288,767 euro as at 31 December 2013), have not originated deferred tax assets for prudential reasons and are detailed as follows:
| 30 June 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Tax Credit | Time limit |
Tax losses carried forward |
Tax Credit | Time limit |
|
| With limited time use | ||||||
| Generated in 2008 | 33,380,187 | 7,677,443 | 2014 | 33,053,902 | 7,602,397 | 2014 |
| Generated in 2009 | 35,488,269 | 8,162,302 | 2015 | 35,694,882 | 8,209,823 | 2015 |
| Generated in 2010 | 20,041,588 | 4,609,565 | 2014 | 16,443,812 | 3,782,077 | 2014 |
| Generated in 2011 | 17,168,301 | 3,948,709 | 2015 | 18,024,594 | 4,145,657 | 2015 |
| Generated in 2012 | 19,081,891 | 4,388,835 | 2017 | 19,508,597 | 4,486,977 | 2017 |
| Generated in 2013 | 40,546,486 | 9,325,692 | 2018 | 36,378,392 | 8,367,030 | 2018 |
| Generated in 2014 | 63,317 | 14,563 | 2026 | - | - | |
| 165,770,039 | 38,127,109 | 159,104,179 | 36,593,961 | |||
| Without limited time use | - | - | 1,186,715 | 395,532 | ||
| With a time limit different from the above mentioned |
16,576,560 | 4,661,438 | 14,997,872 | 4,318,664 | ||
| 16,576,560 | 4,661,438 | 16,184,587 | 4,714,196 | |||
| 182,346,599 | 42,788,547 | 175,288,767 | 41,308,157 |
As at 30 June 2014 and 31 December 2013, cash and cash equivalents can be detailed as follows:
________________________________________________
| 30 June 2014 | 31 December 2013 | ||
|---|---|---|---|
| Cash at hand | 221,092 | 84,252 | |
| Bank deposits | 21,167,392 | 2,901,739 | |
| Treasury applications | 14,449 | 11,972 | |
| Cash and cash equivalents on the balance sheet | 21,402,933 | 2,997,963 | |
| Bank overdrafts - (Note 18) | (130,324) | (75,657) | |
| Cash and cash equivalents in the statement of cash-flows | 21,272,609 | 2,922,307 |
Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under current bank loans (Note 18).
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 30 June 2014, Sonae Capital SGPS, S.A. owns 6,068,850 own shares (5,119,562 own shares at 31 December 2013) booked for 1,486,301 euro (1,124,125 euro at 31 December 2013).
Movements in non-controlling interests in the periods ended 30 June 2014 and 31 December 2013 are as follows:
________________________________________________
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Opening balance as at 1 January | 8,850,291 | 8,707,639 |
| Changes in hedging reserves | 5,940 | 16,215 |
| Changes in the percentage of capital held in affiliated companies | 652,223 | 548,518 |
| Changes resulting from currency translation | 35,201 | (68,547) |
| Dividends paid | (649,927) | (304,254) |
| Others | 83 | - |
| Profit for the period attributable to minority interests | 175,729 | (49,280) |
| Closing balance | 9,069,540 | 8,850,291 |
As at 30 June 2014 and 31 December 2013, Borrowings are made up as follows:
________________________________________________
| 30 June 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| Outstanding amount | Outstanding amount | |||||
| Current | Non Current | Current | Non Current | Repayable on | ||
| Bank loans | ||||||
| Sonae Capital SGPS - commercial paper a) | 58,050,000 | - | 75,000,000 | - | Mar/2018 | |
| Sonae Capital SGPS - commercial paper d) | 8,250,000 | - | 8,250,000 | - | Jan/2015 | |
| Sonae Capital SGPS - commercial paper b) | - | 4,000,000 | - | 12,650,000 | Aug/2016 | |
| Sonae Capital SGPS - commercial paper c) | - | 30,000,000 | - | 30,000,000 | Dec/2017 | |
| Sonae Capital SGPS - commercial paper f) | 3,500,000 | 6,500,000 | - | - | May/2017 | |
| Sonae Capital SGPS - commercial paper g) | 8,000,000 | - | - | - | Feb/2016 | |
| Sonae Capital SGPS e) | 7,000,000 | 17,000,000 | 7,000,000 | 24,000,000 | Jun/2017 | |
| Up-front fees | - | (463,852) | - | (552,029) | ||
| Others | 2,666,357 | 3,275,418 | 2,080,029 | 2,863,444 | ||
| 87,466,357 | 60,311,566 | 92,330,029 | 68,961,416 | |||
| Bank overdrafts (Note 15) | 130,324 | - | 75,657 | - | ||
| Bank loans | 87,596,681 | 60,311,566 | 92,405,686 | 68,961,416 | ||
| Bond Loans | ||||||
| Sonae Capital 2011/2016 Bonds | - | 10,000,000 | - | 10,000,000 | Jan/2016 | |
| Sonae Capital 2014/2019 Bonds | - | 42,500,000 | - | - | May/2019 | |
| SC, SGPS, S.A. 2008/2018 Bonds | - | 50,000,000 | - | 50,000,000 | Mar/2018 | |
| Up-front fees | - | (716,774) | - | (226,532) | ||
| Bond Loans | - | 101,783,226 | - | 59,773,468 | ||
| Other loans | 686,969 | 772,852 | 686,968 | 1,116,336 | ||
| Derivatives (Note 19) | 1,135,946 | - | 101,543 | 1,433,909 | ||
| Obligations under finance leases | 2,842,615 | 20,369,409 | 2,856,743 | 21,785,159 | ||
| Up-front fees on finance leases | - | (95,328) | - | (101,587) | ||
| 92,262,211 | 183,141,725 | 96,050,940 | 152,968,701 |
a) 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.
b) Commercial paper programme, with subscription guarantee, issued on 31 March 2011 and valid up to August 2018, except if the reimbursement is anticipated under the contracted terms of the call/put option, in August 2016. This loan is guaranteed by a mortgage on real estate assets.
c) Commercial paper programme, with subscription guarantee, issued on 27 December 2012 and valid up to December 2017.
d) Commercial paper programme, with subscription guarantee, issued on 31 December 2013, with annual renewals up to 3 years.
e) Bank loan guarantee by a mortgage on real estate, started on 2 June 2011 and valid for a 6 year period, with annual payments.
f) Commercial paper programme, with subscription guarantee, issued on 7 May 2014, valid for a 3 year period, with payments every six months.
g) Short term commercial paper programme, with subscription guarantee, issued on 17 February 2011, with one year term and automatic annual renewals up to 5 years.
As at 30 June 2014, 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. This bond loan bears interest every six months.
Sonae Capital SGPS - 2014/2019 bond loan in the amount of 42,500,000 euro, with a 5 year maturity, and a sole reimbursement on 28 May 2019. This bond loan bears interest every six months.
The interest rate on bonds in force on 30 June 2014 was on average 3.508%.
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.
| The repayment schedule of the nominal value of borrowings may be summarised as follows: | ||
|---|---|---|
| 31 December 2013 | ||||
|---|---|---|---|---|
| Nominal value | Interest | Nominal value | Interest | |
| 91,126,264 | 9,486,099 | 95,949,397 | 8,582,090 | |
| 25,042,664 | 6,672,182 | 11,417,824 | 6,548,639 | |
| 18,381,195 | 5,262,893 | 25,082,672 | 4,290,860 | |
| 84,742,329 | 3,288,382 | 47,689,566 | 2,861,554 | |
| 47,321,647 | 2,132,571 | 57,636,739 | 2,140,898 | |
| 8,929,844 | 334,593 | 10,588,138 | 415,871 | |
| 275,543,944 | 27,176,720 | 248,364,336 | 24,839,912 | |
| 30 June 2014 |
a) Includes amounts drawn under commercial paper programmes. Of the total amount maturing in N+1, 58% 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.
In the event of, upon maturity, any Bank or investor of commercial paper issued is not renewed, the Group has credit lines available to cope with these non renewals.
Hedging instruments used by the Group as at 30 June 2014 were mainly interest rate options (cash-flow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 55,000,000 euro, whose fair value of 1,135,946 euro (1,535,452 euro at 31 December 2013) is recorded as liabilities. As at 30 June 2014 and 31 December 2013, 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 | |||
|---|---|---|---|---|
| 30 June 2014 | 31 December 2013 | 30 June 2014 | 31 December 2013 | |
| Non-Hedge accounting derivatives | ||||
| Interest rate | - | - | - | - |
| Hedge accounting derivatives | ||||
| Interest rate (Note 18) | - | - | 1,135,946 | 1,535,452 |
| Other derivatives | - | - | - | - |
| - | - | 1,135,946 | 1,535,452 |
As at 30 June 2014 and 31 December 2013 other current liabilities can be detailed as follows:
________________________________________________
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Loans and other amounts payable to related parties | ||
| Plaza Mayor Parque de Ocio, SA | 2,055,483 | 2,092,131 |
| Others | 216,645 | 216,645 |
| 2,272,128 | 2,308,776 | |
| Other creditors | ||
| Creditors in the restructuring process of Torralta | 478,006 | 456,039 |
| 478,006 | 456,039 | |
| Deferred income | - | - |
| Obligations by share-based payments (Note 21) | 348,391 | 492,056 |
| 348,391 | 492,056 | |
| Other non current liabilities | 3,098,525 | 3,256,871 |
In 2013 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 30 June 2014 and 31 December 2013, the market value of total liabilities arising from share-based payments, which have not yet vested, may be summarised as follows:
| Year of Vesting |
Number of | Fair Value | |||
|---|---|---|---|---|---|
| grant | year | participants | 30 June 2014 | 31 December 2013 | |
| Shares | |||||
| 2011 | 2014 | 2 | - | 106,579 | |
| 2012 | 2015 | 7 | 484,465 | 467,581 | |
| 2013 | 2016 | 8 | 611,404 | 535,181 | |
| 2014 | 2017 | 7 | 221,190 | - | |
| Total | 1,317,059 | 1,109,341 |
As at 30 June 2014 and 31 December 2013, the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which have not yet vested:
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Other non current liabilities (Note 20) | 348,391 | 492,056 |
| Other current liabilities | 410,821 | 106,579 |
| Reserves | 398,128 | 110,935 |
| Staff Costs | 361,084 | 487,700 |
As at 30 June 2014 and 31 December 2013 trade accounts payable can be detailed as follows:
________________________________________________
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Trade creditors | 15,889,977 | 15,756,800 |
| Loans granted by and other payables to related parties Other current liabilities |
1,415,685 | 107,740 |
| Fixed assets suppliers | 1,906,569 | 2,494,318 |
| Advances from customers and down payments | 2,273,129 | 3,203,979 |
| Other creditors | 4,082,101 | 1,197,491 |
| Taxes and contributions payable | 7,814,710 | 7,007,231 |
| Staff costs | 6,138,264 | 5,610,334 |
| Deferred income for services rendered | 1,115,706 | 2,777,135 |
| Interest payable | 1,370,409 | 1,339,963 |
| Investment aid | 1,669,778 | 1,604,523 |
| Other liabilities | 13,093,461 | 8,280,657 |
| 39,464,127 | 33,515,631 | |
| Trade accounts payable and other current liabilities | 56,769,789 | 49,380,171 |
Movements in provisions and accumulated impairment losses over the period ended 30 June 2014 were as follows:
________________________________________________
| Captions | Balance as at 1 January 2014 |
Increases | Decreases | Utilisations | Balance as at 30 June 2014 |
|---|---|---|---|---|---|
| Accumulated impairment losses on: | |||||
| Other Investments (Notes 5 and 10) | 7,868,877 | - | - | (7,449,671) | 419,206 |
| Other non current assets (Note 11) | 34,916 | - | - | - | 34,916 |
| Trade accounts receivable (Note 13) | 6,039,005 | 199,436 | (225,947) | (176,935) | 5,835,559 |
| Other current assets (Note 13) | 7,707,008 | 4,920 | (30,841) | (765,305) | 6,915,782 |
| Stocks (Note 12) | 3,725,862 | - | (148,676) | - | 3,577,186 |
| Non current provisions | 3,079,824 | - | - | - | 3,079,824 |
| Current provisions | 2,957,713 | 2,545,086 | (102,264) | (784,241) | 4,616,293 |
| 31,413,205 | 2,749,442 | (507,729) | (9,176,152) | 24,478,766 |
As at 30 June 2014 and 31 December 2013 detail of other provisions was as follows:
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Judicial claims | 1,745,595 | 1,824,313 |
| Others | 5,950,522 | 4,213,223 |
| 7,696,117 | 6,037,537 | |
Impairment losses are deducted from the book value of the corresponding asset.
As at 30 June 2014 and 31 December 2013 the most important contingent liabilities referred to guarantees given and were made up as follows:
________________________________________________
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Guarantees given: | ||
| on VAT reimbursements | 5,065,159 | 5,065,159 |
| on tax claims | 6,561,339 | 4,015,535 |
| on municipal claims | 1,134,224 | 2,884,505 |
| Others | 15,104,351 | 14,905,311 |
Others include the following guarantees:
8,159,522 euro as at 30 June 2014 (7,862,436 euro as at 31 December 2013) of guarantees on construction works given to clients;
5,581,280 euro as at 30 June 2014 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 | 30 June 2014 | 30 June 2013 | 30 June 2014 | 30 June 2013 |
| Parent company (a) | - | - | - | - |
| Associated companies | 17,898 | - | 14,628 | 11,327 |
| Other partners and Group companies (b) | 12,058,960 | 11,878,841 | 2,946,340 | 3,028,860 |
| 12,076,858 | 11,878,841 | 2,960,968 | 3,040,187 | |
| Interest income | Interest expenses | |||
| Transactions | 30 June 2014 | 30 June 2013 | 30 June 2014 | 30 June 2013 |
| Parent company (a) | - | - | - | - |
| Associated companies | 507,178 | 459,982 | - | - |
| Other partners and Group companies (b) | - | - | 64,419 | 70,311 |
| 507,178 | 459,982 | 64,419 | 70,311 | |
| Accounts receivable | Accounts payable |
________________________________________________
| Balances | 30 June 2014 | 31 December 2013 | 30 June 2014 | 31 December 2013 |
|---|---|---|---|---|
| Parent company (a) | - | - | - | - |
| Associated companies | 566,675 | 937,076 | 6,947 | 1,812 |
| Other partners and Group companies (b) | 8,219,129 | 8,463,343 | 2,342,197 | 2,415,720 |
| 8,785,804 | 9,400,419 | 2,349,144 | 2,417,532 |
| Loans obtained | Loans granted | |||
|---|---|---|---|---|
| Balances | 30 June 2014 | 31 December 2013 | 30 June 2014 | 31 December 2013 |
| Parent company (a) | - | - | - | - |
| Associated companies | - | - | 19,334,271 | 18,397,346 |
| Other partners and Group companies (b) | 2,055,483 | 2,092,131 | - | - |
| 2,055,483 | 2,092,131 | 19,334,271 | 18,397,346 |
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.
As at 30 June 2014 and 2013, Taxation was made up as follows:
| 30 June 2014 | 30 June 2013 | ||
|---|---|---|---|
| Current tax | 400,173 | 3,531,825 | |
| Deferred tax | 503,480 | (455,861) | |
| Taxation | 903,653 | 3,075,964 | |
________________________________________________
As at 30 June 2014 and 2013, the reconciliation of consolidated net profit can be analysed as follows:
________________________________________________
| 30 June 2014 | 30 June 2013 | |
|---|---|---|
| Aggregate net profit | 7,168,463 | 2,713,607 |
| Harmonisation adjustments | (1,133,822) | (483,345) |
| Elimination of intragroup dividends | (27,732,238) | (16,400,420) |
| Share of gains/(losses) of associated undertakings | 2,116,705 | 2,442,536 |
| Elimination of intragroup capital gains/(losses) | 11,590,777 | (4,257) |
| Elimination of intragroup impairment | (775,169) | (444,917) |
| Adjustments of gains/(losses) on assets disposals | - | - |
| Adjustments of gains/(losses) of financial shareholdings sale | 1,299,702 | 249,969 |
| Others | 279,690 | - |
| Consolidated net profit for the year | (7,185,892) | (11,926,827) |
Earnings per share for the periods ended 30 June 2014 and 30 June 2013 were calculated taking into consideration the following amounts:
________________________________________________
| 30 June 2014 | 30 June 2013 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings per share (Net profit for the period ) |
(7,361,621) | (11,929,132) |
| Net profit taken into consideration to calculate diluted earnings per share |
(7,361,621) | (11,929,132) |
| Number of shares | ||
| Weighted average number of shares used to calculated basic earnings per share |
246,190,249 | 248,046,518 |
| Weighted average number of shares used to calculated diluted earnings per share |
246,190,249 | 248,046,518 |
| Earnings per share (basic and diluted) | (0.029902) | (0.048092) |
In 30 June 2014 and 30 June and 31 December 2013, the following were identified as segments:
________________________________________________
The contribution of the business segments to the income statement of the periods ended 30 June 2014 and 2013 can be detailed as follows:
| Other operational Profit & Loss Account Sales Services rendered income Resorts 14,984,952 3,484,010 1,474,451 |
Total operational Operational cash |
|---|---|
| income flow (EBITDA) |
|
| 19,943,413 1,026,895 |
|
| Hotels 23,723 5,571,585 195,154 |
5,790,462 (3,452,838) |
| Fitness 107,340 6,815,435 280,106 |
7,202,881 874,524 |
| Other - 474,945 64,718 |
539,663 9,572 |
| Intersegment Adjustments (65) (1,642,703) (411,232) |
(2,054,000) 4,516 |
| Tourism 15,115,950 14,703,272 1,603,197 |
31,422,419 (1,537,331) |
| Energy 20,015,248 255,176 593,826 |
20,864,250 4,394,995 |
| Refrigeration and HVAC 3,094,988 22,415,218 539,394 |
26,049,600 208,902 |
| Real Estate Assets 531,360 3,602,744 250,051 |
4,384,155 1,890,073 |
| Financial Assets - (73) |
166 93 (124,006) |
| Intersegment Adjustments - - |
- - - |
| Total Other Assets 531,360 3,602,671 250,217 |
4,384,248 1,766,067 |
| Holding & Others - 3,111,305 41,986 |
3,153,291 (915,660) |
| Discontinued Operations 1,544,053 233,322 169,038 |
1,946,413 (143,151) |
| Intersegment Adjustments (557,726) (6,486,770) 1,059,612 |
(5,984,884) (5,478) |
| Consolidated 39,743,873 37,834,194 4,257,270 |
81,835,337 3,768,344 |
| Profit & Loss Account | Sales | Services rendered | Other operational income |
Total operational income |
Operational cash flow (EBITDA) |
|---|---|---|---|---|---|
| Resorts | 2,212,854 | 3,505,566 | 881,480 | 6,599,900 | (734,727) |
| Hotels | 29,184 | 5,324,901 | 259,372 | 5,613,457 | (3,581,036) |
| Fitness | 70,325 | 5,594,140 | 300,916 | 5,965,381 | 266,251 |
| Other | - | 586,863 | 83,222 | 670,085 | 96,424 |
| Intersegment Adjustments | (376) | (1,730,224) | (417,741) | (2,148,341) | 1,271 |
| Tourism | 2,311,987 | 13,281,246 | 1,107,249 | 16,700,482 | (3,951,817) |
| Energy | 6,651,877 | 77,265 | 175,207 | 6,904,349 | 1,735,546 |
| Refrigeration and HVAC | 12,431,411 | 15,256,983 | 656,818 | 28,345,212 | 1,336,565 |
| Real Estate Assets | 100,203 | 3,601,770 | 204,798 | 3,906,771 | 2,009,250 |
| Financial Assets | 744 | 25,332 | 540,406 | 566,482 | (126,244) |
| Intersegment Adjustments | - | - | - | - | - |
| Total Other Assets | 100,947 | 3,627,102 | 745,204 | 4,473,253 | 1,883,006 |
| Holding & Others | - | 2,790,728 | 87,663 | 2,878,391 | (809,557) |
| Discontinued Operations | 2,576,033 | 2,544,957 | 392,344 | 5,513,334 | (93,743) |
| Intersegment Adjustments | (939,805) | (6,112,307) | 320,356 | (6,731,756) | (4,969) |
| Consolidated | 23,132,450 | 31,465,974 | 3,484,841 | 58,083,265 | 95,031 |
The contribution of the business segments to the Balance sheets as at 30 June 2014 and 31 December 2013 can be detailed as follows:
| 30 June 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance Sheet | Fixed Assets Tangible and Intangible |
Investments | Other Assets | Total Assets | Total Liabilities | Technical investment |
Gross Debt | Net Debt |
| Resorts | 103,428,490 | 113,088 | 142,923,281 | 246,464,859 | 144,895,164 | 850,342 | 17,122,258 | 16,495,048 |
| Hotels | 666,098 | 7,998 | 11,610,476 | 12,284,572 | 22,703,785 | 104,375 | 96,410 | 7,533 |
| Fitness | 9,154,509 | 20,760 | 1,912,712 | 11,087,981 | 8,158,227 | 338,563 | 992,440 | 912,861 |
| Other | 249,874 | 341,457 | 108,156,505 | 108,747,836 | 257,234,817 | 253,251 | 5,526 | (11,941) |
| Intersegment Adjustments | - | - | (125,105,525) | (125,105,525) | (125,101,192) | - | - | - |
| Tourism | 113,498,971 | 483,303 | 139,497,449 | 253,479,723 | 307,890,801 | 1,546,532 | 18,216,635 | 17,403,502 |
| Energy | 26,053,754 | 79,852 | 20,389,402 | 46,523,008 | 46,525,389 | 776,950 | 11,077,809 | 8,701,038 |
| Refrigeration and HVAC | 639,736 | 152 | 47,954,191 | 48,594,079 | 16,329,499 | 180,950 | 1,443,025 | 540,543 |
| Real Estate Assets | 106,552,975 | 20,308,089 | 103,179,112 | 230,040,176 | 152,487,667 | 822,419 | 388 | (1,435,664) |
| Financial Assets | 3,568 | 15,479,457 | 42,441,547 | 57,924,572 | 17,551,530 | - | - | (14,292) |
| Intersegment Adjustments | - | - | 5,017,899 | 5,017,899 | - | - | - | - |
| Total Other Assets | 106,556,543 | 35,787,546 | 150,638,558 | 292,982,647 | 170,039,197 | 822,419 | 388 | (1,449,956) |
| Holding & Others | 1,099,853 | 19,393,310 | 444,104,966 | 464,598,129 | 260,474,835 | 526,132 | 244,666,079 | 228,873,980 |
| Discontinued Operations | - | - | 1,936,781 | 1,936,781 | 11,394,291 | - | - | (68,103) |
| Intersegment Adjustments | - | - | (445,631,039) | (445,631,039) | (456,640,775) | - | - | - |
| Consolidated | 247,848,857 | 55,744,163 | 358,890,307 | 662,483,327 | 356,013,237 | 3,852,984 | 275,403,936 | 254,001,003 |
| 31 December 2013 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance Sheet | Fixed Assets Tangible and Intangible |
Investments | Other Assets | Total Assets | Total Liabilities | Technical investment |
Gross Debt | Net Debt |
| Resorts | 105,481,311 | 162,441 | 154,102,824 | 259,746,576 | 156,927,406 | 617,795 | 18,335,737 | 18,238,655 |
| Hotels | 1,075,954 | 7,647 | 11,789,571 | 12,873,172 | 24,015,098 | 173,498 | 277 | (56,961) |
| Fitness | 9,404,573 | 20,098 | 1,761,853 | 11,186,524 | 9,887,446 | 502,800 | 1,240,792 | 1,198,570 |
| Other | 4,489 | 341,450 | 123,672,141 | 124,018,080 | 243,598,480 | - | 24,296 | (6,689) |
| Intersegment Adjustments | - | - | (138,720,005) | (138,720,005) | (138,712,020) | - | - | - |
| Tourism | 115,966,327 | 531,637 | 152,606,384 | 269,104,348 | 295,716,410 | 1,294,093 | 19,601,101 | 19,373,576 |
| Energy | 21,611,730 | 2,546 | 7,349,632 | 28,963,908 | 25,241,374 | 4,541,284 | 10,539,415 | 10,535,939 |
| Refrigeration and HVAC | 374,001 | 13 | 46,312,512 | 46,686,526 | 15,481,189 | 38,657 | 767,756 | 430,279 |
| Real Estate Assets | 107,375,160 | 20,084,089 | 103,624,966 | 231,084,215 | 160,459,401 | 371,489 | 50,035 | (1,062,597) |
| Financial Assets | 234,843 | 12,366,945 | 50,785,054 | 63,386,842 | 20,803,840 | 159,677 | 455,459 | 283,541 |
| Intersegment Adjustments | - | - | 4,164,013 | 4,164,013 | - | - | - | - |
| Total Other Assets | 107,610,003 | 32,451,034 | 158,574,033 | 298,635,070 | 181,263,241 | 531,166 | 505,494 | (779,056) |
| Holding & Others | 735,993 | 19,013,320 | 416,120,995 | 435,870,308 | 243,563,946 | 433,778 | 217,605,606 | 216,812,506 |
| Discontinued Operations | - | - | 4,638,546 | 4,638,546 | 13,108,607 | 1,355 | 268 | (351,566) |
| Intersegment Adjustments | - | - | (450,462,288) | (450,462,288) | (454,098,688) | - | - | - |
| Consolidated | 246,298,054 | 51,998,550 | 335,139,814 | 633,436,418 | 320,276,079 | 6,840,333 | 249,019,641 | 246,021,678 |
| 30 June 2014 | |
|---|---|
| Inflows | |
| Gross Bank Debt | 244,666,079 |
| Cash and Cash Equivalents | 1,577 |
| Net bank debt | 244,664,502 |
| Other Assets | 7,711,864 |
| Intercompany ST Loans Obtained | 7,711,864 |
| Total Inflows | 252,376,366 |
| Outflows | |
| Tourism | 245,238,908 |
| Other Assets | 143,484,052 |
| Intercompany Loans Granted | 388,722,960 |
No significant events, requiring further disclosure, have occurred after 30 June 2014.
________________________________________________
________________________________________________
These consolidated financial statements were approved by the Board of Directors and authorized for issue on 31 July 2014.
The Board of Directors
(Translation of the individual financial statements originally issued in Portuguese)
| ASSETS | Notes | 30 June 2014 | 31 December 2013 | |
|---|---|---|---|---|
| NON CURRENT ASSETS: | ||||
| Tangible assets | 2,917 | 4,668 | ||
| Investments | 4 | 577,554,412 | 576,779,243 | |
| Deferred tax assets | 7 | 2,416,568 | 407,059 | |
| Other non current assets | 5 | 155,717,195 | 153,051,695 | |
| Total Non Current Assets | 735,691,092 | 730,242,665 | ||
| CURRENT ASSETS: | ||||
| Other current assets | 6 | 22,079,428 | 6,970,428 | |
| Cash and cash equivalents | 8 | 15,784,638 | 786,250 | |
| Total Current Assets | 37,864,066 | 7,756,678 | ||
| TOTAL ASSETS | 773,555,158 | 737,999,343 | ||
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share Capital | 9 | 250,000,000 | 250,000,000 | |
| Own shares | 9 | (1,486,301) | (1,124,125) | |
| Legal reserve | 10 | 8,611,464 | 8,307,376 | |
| Other reserves | 10 | 293,493,001 | 287,715,325 | |
| Profit / (Loss) for the period | 19,449,049 | 6,081,764 | ||
| TOTAL EQUITY | 570,067,213 | 550,980,341 | ||
| LIABILITIES: | ||||
| NON CURRENT LIABILITIES: | ||||
| Bank loans | 11 | 57,082,369 | 66,148,229 | |
| Bonds | 11 | 51,957,485 | 9,999,265 | |
| Other non current liabilities Deferred tax liabilities |
7 | 165,449 - |
167,556 - |
|
| Total Non Current Liabilities | 109,205,303 | 76,315,050 | ||
| CURRENT LIABILITIES Suppliers |
69,848 | 229,793 | ||
| Bank loans | 11 | 84,800,000 | 90,250,000 | |
| Other creditors | 12 | 7,713,840 | 18,798,082 | |
| Other current liabilities | 13 | 1,698,954 | 1,426,077 | |
| Total Current Liabilities | 94,282,642 | 110,703,952 | ||
| TOTAL EQUITY AND LIABILITIES | 773,555,158 | 737,999,343 | ||
The accompanying notes are an integral part of these financial statements
INDIVIDUAL INCOME STATEMENTS BY NATURE
(Translation of the individual financial statements originally issued in Portuguese)
| Notes | 30 June 2014 | 30 June 2013 | |
|---|---|---|---|
| Operational income | |||
| Other operational income | 20,337 | 7,605 | |
| Total operational income | 20,337 | 7,605 | |
| Operational expenses | |||
| External supplies and services | 14 | (218,874) | (467,120) |
| Staff costs | 15 | (641,774) | (390,745) |
| Depreciation and amortisation | (1,750) | (583) | |
| Other operational expenses | (11,714) | (24,948) | |
| Total operational expenses | (874,112) | (883,397) | |
| Operational profit/(loss) | (853,775) | (875,792) | |
| Financial income | 16 | 5,436,458 | 4,558,961 |
| Financial expenses | 16 | (5,238,040) | (4,666,805) |
| Net financial income/(expenses) | 198,418 | (107,844) | |
| Investment income | 16 | 15,645,955 | 13,113,126 |
| Profit/(loss) before taxation | 14,990,598 | 12,129,490 | |
| Taxation | 17 | 4,458,451 | 241,838 |
| Profit/(loss) for the period | 19,449,049 | 12,371,328 | |
| Profit/(loss) per share | |||
| Basic and diluted | 18 | 0.079000 | 0.049875 |
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)
| 2nd Quarter 2014 | 2nd Quarter 2013 | |
|---|---|---|
| (Unaudited) | (Unaudited) | |
| Operational income: | ||
| Other operational income | 381 | 2,870 |
| Total operational income | 381 | 2,870 |
| Operational expenses: | ||
| External supplies and services | (118,905) | (217,046) |
| Staff costs | (143,526) | (168,910) |
| Depreciation and amortisation | (874) | (583) |
| Other operational expenses | (3,050) | (15,065) |
| Total operational expenses | (266,355) | (401,604) |
| Operational profit/(loss) | (265,974) | (398,734) |
| Financial income | 2,822,967 | 2,295,278 |
| Financial expenses | (2,692,799) | (2,405,497) |
| Net financial income/(expenses) | 130,168 | (110,218) |
| Investment income | 389,533 | 348,734 |
| Profit/(loss) before taxation | 253,727 | (160,218) |
| Taxation | 1,762,658 | (139,053) |
| Profit/(loss) for the period | 2,016,385 | (299,271) |
| Profit/(loss) per share | ||
| Basic and diluted | 0.008190 | (0.001207) |
The accompanying notes are part of these financial statements
(Translation of the individual financial statements originally issued in Portuguese)
(Amounts expressed in euro)
| 30 June 2014 | 30 June 2013 | |
|---|---|---|
| Net profit for the period | 19,449,049 | 12,371,328 |
| 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 | 19,449,049 | 12,371,328 |
The accompanying notes are an integral part of these financial statements
(Amounts expressed in euro)
| 2nd Quarter 2014 (Unaudited) |
2nd Quarter 2013 (Unaudited) |
|
|---|---|---|
| Net profit for the period | 2,016,385 | (299,271) |
| Exchange differences on translating foreign operations | - | - |
| Share of other comprehensive income of associates and joint ventures accounted by the equity method |
- | - |
| Change in the fair value of assets available for sale | - | - |
| Change in the fair value of cash flow hedging derivatives | - | - |
| Gains on property revaluation | - | - |
| Income tax relating to components of other comprehensive income | - | - |
| Other comprehensive income for the period | - | - |
| Total comprehensive income for the period | 2,016,385 | (299,271) |
The accompanying notes are part of these financial statements
(Translation of the individual financial statements originally issued in Portuguese)
(Amounts expressed in euro)
| Share Capital |
Own Shares |
Legal Reserve |
Other Reserves |
Sub total | Net profit / (loss) |
Total Equity | |
|---|---|---|---|---|---|---|---|
| Balance as at 1 January 2013 | 250,000,000 | (264,705) | 8,307,376 | 288,710,416 | 297,017,792 | (995,091) | 545,757,996 |
| Total comprehensive income for the period | - | - | - | - | - | 12,371,328 | 12,371,328 |
| Appropriation of profits: Transfer to legal reserve and retained earnings Dividends distributed |
- - |
- - |
- - |
(995,091) - |
(995,091) - |
995,091 - |
- - |
| Acquisition/(disposal) of own shares | - | (260,680) | - | - | - | - | (260,680) |
| Others | - | - | - | - | - | - | - |
| Balance as at 30 June 2013 | 250,000,000 | (525,385) | 8,307,376 | 287,715,325 | 296,022,701 | 12,371,328 | 557,868,645 |
| Balance as at 1 January 2014 | 250,000,000 | (1,124,125) | 8,307,376 | 287,715,325 | 296,022,701 | 6,081,764 | 550,980,341 |
| Total comprehensive income for the period | - | - | - | - | - | 19,449,049 | 19,449,049 |
| Appropriation of profits: Transfer to other reserves and legal reserve Dividends distributed |
- - |
- - |
304,088 - |
5,777,676 - |
6,081,764 - |
(6,081,764) - |
- - |
| Acquisition/(disposal) of own shares | - | (362,177) | - | - | - | - | (362,177) |
| Others | - | - | - | - | - | - | - |
| Balance as at 30 June 2014 | 250,000,000 | (1,486,301) | 8,611,464 | 293,493,001 | 302,104,465 | 19,449,049 | 570,067,213 |
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)
| OPERATING ACTIVITIES Cash paid to trade creditors 390,776 505,604 Cash paid to employees 508,624 356,601 Cash flow generated by operations (899,400) (862,205) Income taxes (paid)/received 1,227 510 Other cash receipts/(payments) relating to operating activities 39,827 (428,236) Net cash flow from operating activities [1] (860,800) (1,290,951) INVESTMENT ACTIVITIES Cash receipts arising from: Investments - - Interest and similar income 4,979,203 5,051,185 Dividends 14,870,786 12,355,245 Loans granted 14,957,934 - 34,807,923 17,406,430 Cash payments arising from: Investments Tangible assets - 7,000 Loans granted 29,714,614 13,200,200 29,714,614 13,207,200 Net cash flow from investment activities [2] 5,093,309 4,199,230 FINANCING ACTIVITIES Cash receipts arising from: Sale of own shares 42,606 - Loans obtained 42,500,000 17,200,000 42,542,606 17,200,000 Cash Payments arising from: Interest and similar costs 5,687,638 4,498,402 Acquisition of own shares 404,783 260,680 Loans obtained 25,684,306 15,486,500 31,776,727 20,245,582 Net cash flow from financing activities [3] 10,765,879 (3,045,582) Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] 14,998,388 (137,303) Cash and cash equivalents at the beginning of the period 8 786,250 373,019 Cash and cash equivalents at the end of the period 8 15,784,638 235,716 |
30 June 2014 | 30 June 2013 | |
|---|---|---|---|
The accompanying notes are an integral part of these financial statements
(Amounts expressed in euro)
| 2nd Quarter 2014 (Unaudited) |
2nd Quarter 2013 (Unaudited) |
|
|---|---|---|
| OPERATING ACTIVITIES | ||
| Cash paid to trade creditors | 114,626 | 229,088 |
| Cash paid to employees | 230,519 | 198,267 |
| Cash flow generated by operations | (345,145) | (427,354) |
| Income taxes (paid)/received | 718 | 4 |
| Other cash receipts/(payments) relating to operating activities | 296,675 | 78,477 |
| Net cash flow from operating activities [1] | (49,188) | (348,881) |
| INVESTMENT ACTIVITIES | ||
| Cash receipts arising from: | ||
| Investments | - | - |
| Interest and similar income | 2,873 | 17 |
| Dividends | 14,870,786 | 12,355,245 |
| Others | - | - |
| Loans granted | 14,957,934 | (6,098,450) |
| 29,831,593 | 6,256,812 | |
| Cash payments arising from: Investments |
- | - |
| Tangible assets | - | 7,000 |
| Loans granted | 30,160,254 | 7,996,200 |
| 30,160,254 | 8,003,200 | |
| Net cash flow from investment activities [2] | (328,661) | (1,746,388) |
| FINANCING ACTIVITIES | ||
| Cash receipts arising from: | ||
| Sale of own shares | 42,606 | - |
| Loans obtained | 30,950,000 | 10,250,000 |
| 30,992,606 | 10,250,000 | |
| Cash Payments arising from: | ||
| Interest and similar costs | 3,643,843 | 2,607,373 |
| Acquisition of own shares | - | 55,959 |
| Loans obtained | 11,748,506 | 5,361,000 |
| 15,392,349 | 8,024,332 | |
| Net cash from financing activities [3] | 15,600,257 | 2,225,668 |
| Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] | 15,222,408 | 130,399 |
| Cash and cash equivalents at the beginning of the period | 562,230 | 105,317 |
| Cash and cash equivalents at the end of the period | 15,784,638 | 235,716 |
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)
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 30 June 2014.
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 30 June 2014 and 31 December 2013 Investments are detailed as follows: | ||
|---|---|---|
| 30 June 2014 | 31 December 2013 |
|---|---|
| 584,195,526 | 584,195,526 |
| 1,200 | 1,200 |
| 2,546 | 2,546 |
| 584,199,272 | 584,199,272 |
| (6,644,860) | (7,420,029) |
| 577,554,412 | 576,779,243 |
As at 30 June 2014 and 31 December 2013, the detail of Investments in Affiliated and Associated Companies is as shown in the table below.
| 30 June 2014 | 31 December 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Company | % Held | Fair | Book Value | Fair Value | % Held | Fair | Book Value | Fair Value |
| Value | Reserve | Value | 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 Assets, SGPS, SA | 76.64 | - | 82,000,000 | - | 76.64 | - | 82,000,000 | - |
| Sonae Turismo, 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 in 2013, based on external valuations of the real estate of group companies, to assess the fair value of such investments.
As at 30 June 2014 and 31 December 2013, the detail of Impairments on Investments in Affiliated and Associated Companies is as shown in the table below.
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Fundo Es p.Inv.Imo.Fec. WTC | (144,860) | (920,029) |
| Sonae Turi smo, SGPS, SA | (6,500,000) | (6,500,000) |
| (6,644,860) | (7,420,029) |
As at 30 June 2014 and 31 December 2013 Other Non Current Assets are detailed as follows:
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Loans granted to group companies: | ||
| SC, SGPS, SA | 116,349,218 | 121,338,653 |
| SC Assets, SGPS, SA | 39,367,977 | 31,713,043 |
| 155,717,195 | 153,051,695 |
These assets were not due or impaired as at 30 June 2014. 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 30 June 2014 and 31 December 2013 Other Current Assets can be detailed as follows:
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Group companies - Short term loans: | ||
| SC, SGPS, SA | 8,122,260 | 232,300 |
| SC Assets SGPS, SA | 4,528,720 | 327,500 |
| Income tax withheld | 3,384,691 | 847,476 |
| Other Debtors | 55,033 | 81,727 |
| Accrued income | 5,439,714 | 4,984,735 |
| Deferred costs | 549,010 | 496,690 |
| 22,079,428 | 6,970,428 |
Loans granted to group companies bear interest at market rates and are repayable within one year.
The amount recorded as accrued income includes EUR 5,437,647 for interest on loans granted to group companies.
Under the heading deferred costs include EUR 506,434 relating to bank charges.
Deferred tax assets and liabilities as at 30 June 2014 and 31 December 2013 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 30 June 2014 | 31 December 2013 | 30 June 2014 | 31 December 2013 | |
| Tax losses carried forward | 2,416,568 | 407,059 | - - |
During the periods ended 30 June 2014 and 31 December 2013, movements in Deferred tax are as follows:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 30 June 2014 | 31 December 2013 | 30 June 2014 | 31 December 2013 | |
| Opening balance | 407,059 | 429,213 | - 778 |
|
| Effect in results ( Nota 17): | ||||
| Tax losses carried forward | 2,009,509 | 12,108 | - - |
|
| Others | - | (34,262) | - (778) |
|
| 2,416,568 | 407,059 | - - |
||
| Effect in reserves: | - | - | - - |
|
| Closing balance | 2,416,568 | 407,059 | - - |
As at 30 June 2014 and 31 December 2013 Cash and Cash Equivalents can be detailed as follows:
| 30 June 2014 | 31 December 2013 |
|---|---|
| 4 | 1,004 |
| 15,784,634 | 785,247 |
| 15,784,638 | 786,250 |
| - | - |
| 15,784,638 | 786,250 |
As at 30 June 2014 Share Capital consisted of 250,000,000 ordinary shares of 1 euro each.
In 2014, Sonae Capital SGPS, S.A. bought 1,034,500 own shares on the stock market, representing 0.4138% of its share capital, for a total consideration of 404,782.67 euro, and sold 85,212 shares for a total amount of 42,606 euros. As at 30 June 2014, the total of own shares held by the company is 6,068,850, representing 2.428% of its share capital.
As at 30 June 2014, and 31 December 2013 the caption Other Reserves can be detailed as follows:
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Free reserves | 159,368,447 | 153,952,948 |
| Demerger reserve | 132,638,252 | 132,638,252 |
| Own shares reserve | 1,486,301 | 1,124,125 |
| 293,493,001 | 287,715,325 |
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 30 June 2014 the value of this caption is 8,611,464 euro.
As at 30 June 2014 and 31 December 2013 this caption included the following loans:
| 30 June 2014 | 31 December 2013 | |||
|---|---|---|---|---|
| Current | Non Current | Current | Non Current | |
| Bank Loans | ||||
| Sonae Capital SGPS - Commercial paper a) |
58,050,000 | - | 75,000,000 | - |
| Sonae Capital SGPS - Commercial paper d) |
8,250,000 | - | 8,250,000 | - |
| Sonae Capital SGPS - Commercial paper b) |
- | 4,000,000 | - | 12,650,000 |
| Sonae Capital SGPS - Commercial paper c) |
- | 30,000,000 | - | 30,000,000 |
| Sonae Capital SGPS - Term loan e) |
7,000,000 | 17,000,000 | 7,000,000 | 24,000,000 |
| Sonae Capital SGPS - Commercial paper g) |
3,500,000 | 6,500,000 | - | - |
| Sonae Capital SGPS - Commercial paper i) |
8,000,000 | - | - | - |
| Up-front fees not yet charged to income statement | - | (417,631) | - | (501,771) |
| 84,800,000 | 57,082,369 | 90,250,000 | 66,148,229 | |
| Bank overdrafts (Nota 8) | - | - | - | - |
| 84,800,000 | 57,082,369 | 90,250,000 | 66,148,229 | |
| Bond Loans | ||||
| Nominal value of bonds Sonae Capital 2011/2016 f) |
- | 10,000,000 | - | 10,000,000 |
| Nominal value of bonds Sonae Capital 2014/2019 h) |
- | 42,500,000 | - | - |
| Up-front fees not yet charged to income statement | - | (542,515) | - | (735) |
| - | 51,957,485 | - | 9,999,265 | |
| 84,800,000 | 109,039,854 | 90,250,000 | 76,147,494 |
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 30 June 2014 was 4.227%.
In the event of, upon maturity, any Bank or investor of commercial paper issued is not renewed, the Group has credit lines available to cope with these non renewals.
There are no Derivatives.
| 30 June 2014 | 31 December 2013 |
|---|---|
| 7,711,864 | 18,796,170 |
| 1,976 | 1,912 |
| 7,713,840 | 18,798,082 |
| As at 30 June 2014 and 31 December 2013, these captions were made up as follows: |
Loans obtained from group companies bear interest at market rates and are repayable within one year.
As at 30 June 2014 and 31 December 2013, these captions were made up as follows:
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Other current liabilities | ||
| Taxes payable | 135,047 | 80,830 |
| Accruals: | ||
| Staff costs | 360,952 | 235,119 |
| Interest payable | 1,147,550 | 1,101,139 |
| Other accruals | 54,751 | 4,410 |
| Deferred income | 654 | 4,578 |
| 1,698,954 | 1,426,077 | |
As at 30 June 2014 and 30 June 2013, External Supplies and Services can be detailed as follows:
| 30 June 2014 | 30 June 2013 | |
|---|---|---|
| Operational rents | 23,249 | 18,737 |
| Insurance costs | 25,750 | 22,693 |
| Travelling expenses | 12,384 | 12,373 |
| Services obtained | 132,010 | 401,662 |
| Other services | 25,480 | 11,654 |
| 218,874 | 467,120 |
As at 30 June 2014 and 30 June 2013, Staff Costs are made up as follows:
| 30 June 2014 | 30 June 2013 | |
|---|---|---|
| Governing bodies' remunerations | 562,016 | 331,474 |
| Social security contributions | 64,682 | 28,924 |
| Other staff costs | 15,075 | 30,346 |
| 641,774 | 390,745 |
As at 30 June 2014 and 30 June 2013, Net Financial Expenses and Investment Income can be detailed as follows:
| 30 June 2014 | 30 June 2013 | |
|---|---|---|
| Interest payable and similar expenses | ||
| Interest arising from: | ||
| Bank loans | (3,422,320) | (3,582,898) |
| Bonds | (416,208) | (239,003) |
| Other | (29,032) | (54,642) |
| Other financial expenses | (1,370,481) | (790,261) |
| (5,238,040) | (4,666,805) | |
| Interest receivable and similar income | ||
| Interest income | 5,436,458 | 4,558,961 |
| 5,436,458 | 4,558,961 | |
| Net financial expenses | 198,418 | (107,844) |
| Reversal of Impairment losses (Note 4.1) | 775,169 | 757,881 |
| Dividends received | 14,870,786 | 12,355,245 |
| Other income | - | - |
| Investment income | 15,645,955 | 13,113,126 |
As at 30 June 2014, the amount of dividends received from affiliated companies was as follows:
| SC ASSETS, SGPS, SA | 2,184,535 |
|---|---|
| SC, SGPS, SA | 11,576,947 |
| SPRED, SGPS, SA | 1,109,304 |
| 14,870,786 |
As at 30 June 2014 and 30 June 2013, Taxation is made up as follows:
| 30 June 2014 | 30 June 2013 | |
|---|---|---|
| Current tax | (87,045) | (4,162) |
| Deferred tax | 4,545,496 | 246,000 |
| 4,458,451 | 241,838 |
Earnings per share for the three months periods ended 30 June 2014 and 2013 were calculated taking into consideration the following amounts:
| 30 June 2014 | 30 June 2013 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic | ||
| earnings per share (Net profit for the period ) | 19,449,049 | 12,371,328 |
| Effect of dilutive potential shares | - | - |
| Net profit taken into consideration to calculate | ||
| diluted earnings per share | 19,449,049 | 12,371,328 |
| Number of shares | ||
| Weighted average number of shares used to calculate | ||
| basic earnings per share | 246,190,249 | 248,046,518 |
| Weighted average number of shares used to calculate | ||
| diluted earnings per share | 246,190,249 | 248,046,518 |
| Earnings per share (basic and diluted) | 0.079000 | 0.049875 |
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 30 June 2014 shareholders' loan contracts were entered with the companies SC Assets SGPS, SA and SC SGPS, SA.
In the period ended 30 June 2014 short-term loan contracts were entered with the company Spred, SGPS, SA.
As at 30 June 2014 amounts due by affiliated companies can be summarized as follows:
Loans and Short term loans granted
| Companies | Closing Balance |
|---|---|
| SC, SGPS, SA | 124,471,478 |
| SC Assets, SGPS, SA | 43,896,697 |
| 168,368,175 |
As at 30 June 2014 amounts due to affiliated companies can be summarized as follows:
Short term loans obtained
| Companies | Closing Balance |
|---|---|
| Spred, SGPS, SA | 7,711,864 |
| 7,711,864 |
No significant events, requiring further disclosure, have occurred after 30 June 2014.
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 31 July 2014.
Sonae Capital, SGPS, SA Lugar do Espido, Via Norte T (+351) 22 010 79 03 Capital Social 250.000.000 euros Sociedade Aberta Apartado 3053 – 4471-937 Maia F (+351) 22 010 79 35 CRC Maia (matrícula nº 508 276 756) Portugal www.sonaecapital.pt Pessoa colectiva nº 508 276 756
1 In accordance with the Portuguese Securities Market Code (CVM), we present our limited review report on the consolidated financial information for the six-month period ended June 30, 2014 of Sonae Capital, SGPS, S.A. included in the Management Report, consolidated balance sheet (which shows total assets of Euro 662,483,327 and total shareholders' equity of Euro 306,470,090, including non-controlling interests of Euro 9,069,540 and a net loss of Euro 7,361,621), consolidated income statement by nature, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the period then ended, and the corresponding notes to the accounts.
2 The amounts in the consolidated financial statements, as well as those in the additional financial information, are derived from the respective accounting records.
3 It is the responsibility of the Board of Directors: (a) to prepare consolidated financial information which present fairly, in all material respects, the financial position of the companies included in the consolidation, the consolidated results and the consolidated comprehensive income of their operations, the changes in consolidated equity and the consolidated cash flows; (b) to prepare historical financial information in accordance with International Financial Reporting Standards as adopted by the European Union and which is complete, true, up-to-date, clear, objective and lawful as required by the CVM; (c) to adopt appropriate accounting policies and criteria; (d) to maintain appropriate systems of internal control; and (e) to disclose any significant matters which have influenced the activity, financial position or results.
4 Our responsibility is to verify the financial information included in the documents referred to above, namely as to whether it is complete, true, up-to-date, clear, objective and lawful, as required by the CVM, for the purpose of issuing an independent and professional report based on our work.
5 Our work was performed with the objective of obtaining moderate assurance about whether the financial information referred to above is free from material misstatement. Our work was performed in accordance with the Standards and Technical Recommendations issued by the Institute of Statutory Auditors, planned according to that objective, and consisted: (a) primarily, in enquiries and analytical procedures, to review: (i) the reliability of the assertions included in the financial information; (ii) the appropriateness and consistency of the accounting principles used, as applicable; (iii) the applicability, or not, of the going concern basis of accounting; (iv) the presentation of the financial information; (v) as to whether the consolidated financial information is complete, true, up-to-date, clear, objective and lawful; and (b) of substantive tests of unusual significant transactions.
6 Our work also covered the verification that the consolidated financial information included in the Management Report is consistent with the remaining documents referred to above.
7 We believe that the work performed provides a reasonable basis for the issue of this limited review report on the half year information.
9 Based on the work, which was performed with the objective of obtaining a moderate level of assurance, nothing has come to our attention that leads us to conclude that the consolidated financial information for the six-month period ended June 30, 2014 contain material misstatements that affect its conformity with International Financial Reporting Standards as adopted by the European Union and that it is not complete, true, up-to-date, clear, objective and lawful.
10 Based on the work, nothing has come to our attention that leads us to believe that the consolidated financial information included in the Management Report is not consistent with the consolidated financial information for the period.
July 31, 2014
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:
Hermínio António Paulos Afonso, R.O.C.
1 In accordance with the Portuguese Securities Market Code (CVM), we present our limited review report on the financial information for the six-month period ended June 30, 2014 of Sonae Capital, SGPS, S.A. included in the Management Report, balance sheet (which shows total assets of Euro 773.555.158 and total shareholders' equity of Euro 570.067.213, including non-controlling interests of Euro 9,069,540 and a net profit of Euro 19.449.049), income statement by nature, statement of comprehensive income, statement of changes in equity and statement of cash flows for the period then ended, and the corresponding notes to the accounts.
2 The amounts in the financial statements, as well as those in the additional financial information, are derived from the respective accounting records.
3 It is the responsibility of the Board of Directors: (a) to prepare financial information which present fairly, in all material respects, the financial position of the Company, the results and the comprehensive income of their operations, the changes in equity and the cash flows; (b) to prepare historical financial information in accordance with International Financial Reporting Standards as adopted by the European Union and which is complete, true, up-to-date, clear, objective and lawful as required by the CVM; (c) to adopt appropriate accounting policies and criteria; (d) to maintain appropriate systems of internal control; and (e) to disclose any significant matters which have influenced the activity, financial position or results.
4 Our responsibility is to verify the financial information included in the documents referred to above, namely as to whether it is complete, true, up-to-date, clear, objective and lawful, as required by the CVM, for the purpose of issuing an independent and professional report based on our work.
5 Our work was performed with the objective of obtaining moderate assurance about whether the financial information referred to above is free from material misstatement. Our work was performed in accordance with the Standards and Technical Recommendations issued by the Institute of Statutory Auditors, planned according to that objective, and consisted: (a) primarily, in enquiries and analytical procedures, to review: (i) the reliability of the assertions included in the financial information; (ii) the appropriateness and consistency of the accounting principles used, as applicable; (iii) the applicability, or not, of the going concern basis of accounting; (iv) the presentation of the financial information; (v) as to whether the consolidated financial information is complete, true, up-to-date, clear, objective and lawful; and (b) of substantive tests of unusual significant transactions.
6 Our work also covered the verification that the consolidated financial information included in the Management Report is consistent with the remaining documents referred to above.
7 We believe that the work performed provides a reasonable basis for the issue of this limited review report on the half year information.
9 Based on the work, which was performed with the objective of obtaining a moderate level of assurance, nothing has come to our attention that leads us to conclude that the financial information for the six-month period ended June 30, 2014 contain material misstatements that affect its conformity with International Financial Reporting Standards as adopted by the European Union and that it is not complete, true, up-to-date, clear, objective and lawful.
10 Based on the work, nothing has come to our attention that leads us to believe that the financial information included in the Management Report is not consistent with the financial information for the period.
July 31, 2014
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:
Hermínio António Paulos Afonso, R.O.C.
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