Quarterly Report • Nov 29, 2013
Quarterly Report
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Sonae Capital, SGPS, SA Lugar do Espido, Via Norte T (+351) 22 010 79 03 Share Capital 250,000,000 euro Sociedade Aberta Apartado 3053 – 4471-937 Maia F (+351) 22 010 79 35 Maia Commercial Registry and Portugal www.sonaecapital.pt Fiscal Nr. 508 276 756
| | REPORT OF THE BOARD OF DIRECTORS | 3 |
|---|---|---|
| 1. HIGHLIGHTS |
4 | |
| 2. OVERALL PERFORMANCE |
5 | |
| 3. SEGMENT PERFORMANCE |
8 | |
| GLOSSARY | 12 | |
| | CONSOLIDATED FINANCIAL STATEMENTS | 13 |
30 SEPTEMBER 2013
EXPRESSIVE PERFORMANCE IMPROVEMENTS IN THE THIRD QUARTER OF THE YEAR …
… ADD UP TO THE SHIFT TOWARDS POSITIVE OPERATIONAL PERFORMANCE IN THE NINE MONTHS PERIOD…
… CONTRIBUTING TO POSITIVE 15 M.€ FREE CASH FLOW BEFORE DEBT SERVICE IN THE NINE MONTHS PERIOD, AND TO A NET DEBT DECREASE, TO 251.4 M.€, ITS LOWEST LEVEL SINCE 2008.
Net profit was negative 14.2 M.€ in the nine months period, improving from negative 14.8 M.€ in the previous year (excluding one-off non-cash income from 2012 net profit figure b))
We highlight as relevant information, that up to today, and since the beginning of the year, sales efforts in troiaresort translated into 57 units (+30 units than those reported in our previous report), including 28 sales deeds, 18 promissory purchase agreements and 11 reservation agreements.
| Consolidated Profit and Loss Million euro |
||||||
|---|---|---|---|---|---|---|
| 3Q13 3Q12 D 13/12 9M13 9M12 D 13/12 | ||||||
| Total Operational Income | 45.4 | 37.0 | +22.6% 103.5 92.6 +11.7% | |||
| Turnover Other Operational Income |
2.3 | 5.2 | 43.1 31.8 +35.6% 97.7 83.7 +16.7% -56.6% |
5.8 | 8.9 | -35.4% |
| Total Operational Costs | -40.1 | -31.6 | -26.9% -97.4 | -90.2 | -8.0% | |
| Cost of Goods Sold Change in Stocks of Finished Goods External Supplies and Services Staff Costs Other Operational Expenses |
-2.9 | -12.7 -10.0 1.0 -15.2 -11.8 |
- -8.9 -9.5 +7.2% -26.6 -28.0 +4.7% -0.6 -1.3 +54.6% |
-26.8% -30.6 -25.9 -28.5% -37.0 -32.7 |
-1.6 -0.9 | -18.1% -72.7% -13.0% -1.6 -2.6 +40.6% |
| Recurrent EBITDA | 4.5 | 2.5 | +80.3% | 5.1 | -0.2 | - |
| EBITDA | 4.2 | 5.0 | -15.5% | 4.3 | 1.8 | >100% |
| EBIT | 1.0 | 2.0 | -52.6% -5.5 | -8.2 | +32.7% | |
| Net Financial Expenses | -3.1 -3.0 | -5.3% | -8.4 -8.6 +1.8% | |||
| Investment Income and Results from Assoc. Undertakings |
1.3 18.7 | -93.1% | 4.2 20.7 | -79.4% | ||
| EBT | -0.9 | 17.7 | - | -9.7 | 3.9 | - |
| Taxation | -1.4 -2.9 +52.2% | -4.5 -1.8 <-100% | ||||
| Net Profit | -2.2 | 14.9 | - -14.2 | 2.1 | - | |
| Attributable to Equity Holders of Sonae Capital Attributable to Non-Controlling Interests |
0.3 | -2.5 14.7 | 0.2 +69.7% | - -14.5 | 2.2 0.3 -0.2 |
- - |
| 9M13 2012 D 13/12 | |||
|---|---|---|---|
| Total Assets | 640.7 657.4 | -2.5% | |
| Tangible and Intangible Assets | 247.8 | 253.9 | -2.4% |
| Goodwill | 61.0 | 61.0 | +0.0% |
| Non-Current Investments | 52.1 | 55.0 | -5.2% |
| Other Non-Current Assets | 47.2 | 48.3 | -2.3% |
| Stocks | 185.9 | 187.8 | |
| Trade Debtors and Other Current Assets | 42.5 | 48.1 | -11.7% |
| Cash and Cash Equivalents | 4.2 | 3.2 | +30.8% |
| Total Equity | 312.9 324.0 | -3.4% | |
| Total Equity attributable to Equity Holders of Sonae Capital304.2 | 315.2 | -3.5% | |
| Total Equity attributable to Non-Controlling Interests | 8.7 | 8.7 | -0.4% |
| Total Liabilities | 327.9 333.5 | -1.7% | |
| Non-Current Liabilities | 170.5 180.1 | -5.3% | |
| Non-Current Borrowings | 149.2 | 158.7 | -5.9% |
| Deferred Tax Liabilities | 13.9 | 14.3 | -2.9% |
| Other Non-Current Liabilities | 7.4 | 7.1 | +4.0% |
| Current Liabilities | 157.3 153.4 | +2.6% | |
| Current Borrowings | 106.4 | 100.6 | +5.7% |
| Trade Creditors and Other Current Liabilities | 50.9 | 52.7 | -3.4% |
| Total Equity and Liabilities | 640.7 657.4 | -2.5% |
Turnover reached 43.1 million euro in the third quarter of the year, representing a 35.6% growth over the comparable period,
mostly driven by real estate sales in troiaresort and by the Sistavac Group.
The quarter's turnover performance positively contributed to the nine months 16.7% turnover growth, to 97.7 million euro.
Recovery in activity levels translated into a 2.0 million euro growth in the quarter's recurrent EBITDA, up to 4.5 million euro,
comprising an improvement in contributions from Resorts (+56%), Sistavac Group (up 0.9 million euro) and Hotels (up 0.4 million euro), all of which, together with the Energy business,
posted positive contributions to the quarter's recurrent EBITDA.
Nine months corresponding figure remained at positive 5.1 million euro, significantly above last year's negative 0.2 million euro.
9M13 2012 2011 Net Capital Employed 564.3 580.0 598.0 Capex in the Period 4.4 12.1 11.0 Working Capital 177.4 183.2 208.8 Equity 312.9 324.0 336.9 Net Debt 251.4 256.1 261.1 Net Debt / Capital Employed 44.6% 44.1% 43.7% Gearing 80.3% 79.0% 77.5%
Net Capital Employed
Million euro
Capex amounted to 4.4 million euro in the first nine months of the year, and as in previous periods, is mostly explained by the Energy business contribution,
of which circa 1.3 million euro regard investment in a photovoltaic plant.
Net profit was negative 2.2 million euro in the quarter,
and negative 14.2 million euro in the nine months reporting period.
In either case, change towards the previous year figures (positive 14.9 and 2.1 million euro) is mostly explained by the non-recurrent one off impact from the change in the accounting method of Imosede Fund participation units (totaling positive 17.1 million euro) which was accounted for in the third quarter of 2012.
As at 30 September 2013, Net Debt amounted to 251.4 million euro (237.2 million euro excluding debt from the Energy business),
representing a 8 million euro decrease compared to the end of the previous quarter, and its lowest level since 2008.
Following the policies and measures implemented to manage liquidity and bank relationship risks, the Group does not foresee any risks which may affect businesses as a going concern.
Sonae Turismo's turnover reached 18.7 million euro in the quarter,
which represents a significant 44% increase compared to the third quarter of the previous year, mainly anchored in the Resorts and Hotels business units.
Year to date turnover grew accordingly, amounting to 34.3 million euro (from 28.7 million euro in 2012).
Recurrent EBITDA in the quarter reached positive 2.4 million euro, compared to positive 0.5 million euro in the previous year, once again with improved contributions from all operational business segments.
Despite of the good operational performance in the quarter, recurrent EBITDA for the nine months did not reach positive ground, although improving 71% to negative 1.6 million euro.
| 9M12 | Resorts Fitness | Hotels | Others | 9M13 | ||
|---|---|---|---|---|---|---|
| +1.2 | +0.2 | -1.6 | ||||
| -5.3 | +1.3 | +1.1 |
The Hotel business delivered a negative contribution in the nine months (-3.0 million euro), which was partially offset by positive contributions from Resorts and Fitness (1.0 million euro and 0.2 million euro, respectively).
As at the date of this report, real estate contracts signed regarding residential units in troiaresort include 28 sales deeds (18 until 30 September),
18 promissory purchase agreements, and 11 reservation agreements (the latter including the payment of a reservation fee).
Set within the strategic objectives of increasing the scale of operation, following a capital light strategy, and growing average profitability, the business has been managing a third party owned fitness center since August 2013 (still with marginal contribution to third quarter figures).
Excluding the contribution from the discontinued fitness operation in Spain, turnover grew 0.3 million euro in the quarter and 0.1 million euro in the nine months.
*Excluding the contribution from the discontinued fitness operation in Spain.
Recurrent EBITDA improved 0.3 million euro in the quarter, remaining marginally negative at -0.1 million euro mainly due to the seasonality effect on business.
In the nine months period, recurrent EBITDA remained at positive 0.2 million euro (negative 0.7 million euro in the comparable 2012 period), benefiting from the increase in the membership basis and from increased operational efficiency.
Summer season delivered two digit growth in turnover from all of the Group's hotel units (+17% in troiaresort, +14% in Porto Palácio and +12% in Lagos), with the most significant contribution arising from Troia's units (3.6 million euro), driven by the 18% increase in the number of room nights sold in the quarter.
Besides the better summer season outcome, the nine months turnover (up 18% to 11.6 million euro) has also profited from increased international occupancy in troiaresort units (mainly driven by golf and groups segment) and from growth in MICE and corporate segments in Porto Palácio Hotel.
EBITDA in the quarter achieved positive 0.6 million euro (0.2 million euro in the third quarter of 2012), still not enough to reach operational breakeven in the nine months, despite of a significant 1.2 million euro improvement over the previous year.
Quarterly performance evidences the steady turnover and EBITDA profile of the Energy business portfolio.
Growth in the nine months period is explained by the contribution of Vale de Cambra cogeneration plant, which only started operating in the second half of 2012.
Once the new photovoltaic plant starts its full operation, the power under management will rise to 19.3 MW.
Sistavac Group's international turnover (consolidating exports from Portugal and direct sales abroad) has grown by 75% in the first nine months of the year, amounting to 9.2 million euro.
Turnover performance in Portugal has been positive in the nine months, growing 14%, to 35.4 million euro. New commercial refrigeration projects were the main catalysts of this increase.
Recurrent EBITDA performance in Portugal was driven by increased activity levels and continued cost optimization efforts. Internationally, the Brazilian operation is the sole driver of EBITDA growth, mainly through increased activity levels.
As already noted, this business area still encloses potential for additional efficiency gains.
*Arising from rentals and sale of non-strategic real estate assets.
Non-strategic assets, which are available for sale, include:
Sales pace has been slow regarding this group of assets, with sales deeds amounting to 0.3 million euro in the first nine months of the year.
Addressing current market trends and the demand profile for such type of assets, 61 rental contracts regarding City Flats were signed up to today (with 47 apartments remaining available for sale/rental).
As at 30 September, capital employed in real estate assets (excluding Sonae Turismo assets) amounted to 129.2 million euro:
(note: external valuation reported at 31 December 2011 - Cushman & Wakefield)
Major assets as at 30 September:
| Asset | % Shareholding |
|---|---|
| Norscut | 36.00% |
| Imosede Fund | 25.85% |
| Saúde Atlântica (Healthcare)** | 50.00% |
| Lidergraf | 24.50% |
**Sold in October 2013.
In the reporting period, the main change in this segment regards the sale of 6.51% stake in Imosede Real Estate Investment Fund, which occurred in March 2013, generating a 10 million euro cash inflow.
The Group proceeds with efforts aimed at selling non-strategic assets, in order to foster deleveraging and support future growth plans.
Maia, 20 November 2013
Net Debt = Non-Current Loans + Current Loans – Cash and Cash Equivalents – Current Investments.
Capex = Investment in Tangible and Intangible Assets.
30 SEPT TEMBER 2013
(Amounts expressed in euro)
| ASSETS | Notes | 30.09.2013 | 31.12.2012 |
|---|---|---|---|
| NON-CURRENT ASSETS: Tangible assets |
7 | 240,265,741 | 246,117,450 |
| Intangible assets | 7 | 7,566,331 | 7,831,062 |
| Goodwill | 8 | 60,988,643 | 60,988,643 |
| Investments in associated companies | 5 | 10,568,303 | 4,666,035 |
| Other investments | 6 and 9 | 41,539,054 | 50,325,207 |
| Deferred tax assets | 13 | 27,629,242 | 27,849,077 |
| Other non-current assets | 10 | 19,567,103 | 20,481,928 |
| Total non-current assets | 408,124,417 | 418,259,402 | |
| CURRENT ASSETS: | |||
| Stocks | 11 | 185,894,890 | 187,800,644 |
| Trade account receivables and other current assets | 12 | 42,472,398 | 48,109,558 |
| Cash and cash equivalents | 14 | 4,242,946 | 3,244,695 |
| Total Current Assets | 232,610,234 | 239,154,897 | |
| TOTAL ASSETS | 640,734,651 | 657,414,299 | |
| EQUITY AND LIABILITIES | |||
| EQUITY: | |||
| Share capital | 15 | 250,000,000 | 250,000,000 |
| Own Shares | 15 | (766,053) | (264,705) |
| Reserves and retained earnings | 69,425,085 | 76,606,169 | |
| Profit/(Loss) for the year attributable to the equity holders of Sonae | (14,455,259) | (11,092,003) | |
| Equity attributable to the equity holders of Sonae Capital | 304,203,773 | 315,249,461 | |
| Equity attributable to non-controlling interests | 16 | 8,675,967 | 8,707,639 |
| TOTAL EQUITY | 312,879,740 | 323,957,100 | |
| LIABILITIES: | |||
| NON-CURRENT LIABILITIES: | |||
| Loans | 17 | 149,243,515 | 158,675,673 |
| Other non current liabilities | 19 | 4,280,077 | 3,997,310 |
| Deferred tax liabilities | 13 | 13,929,383 | 14,344,526 |
| Provisions | 22 | 3,079,824 | 3,079,824 |
| Total Non-Current Liabilities | 170,532,799 | 180,097,333 | |
| CURRENT LIABILITIES: | |||
| Loans | 17 | 106,381,501 | 100,639,248 |
| Trade creditors and other current liabilities | 21 | 49,285,320 | 51,565,511 |
| Provisions | 22 | 1,655,291 | 1,155,107 |
| Total Current Liabilities | 157,322,112 | 153,359,866 | |
| TOTAL LIABILITIES | 327,854,911 | 333,457,199 | |
| TOTAL EQUITY AND LIABILITIES | 640,734,651 | 657,414,299 |
The accompanying notes are part of these financial statements.
(Amounts expressed in euro)
| Notes | 30.09.2013 | 30.09.2012 | |
|---|---|---|---|
| Sales | 43,618,251 | 36,797,815 | |
| Services rendered | 54,108,957 | 46,925,087 | |
| Other operating income | 5,751,397 | 8,907,833 | |
| Cost of sales | (30,637,917) | (25,932,722) | |
| Changes in stocks of finished goods and work in progress | (1,584,388) | (917,312) | |
| External supplies and services | (36,997,708) | (32,742,326) | |
| Staff costs | (26,646,362) | (27,968,911) | |
| Depreciation and amortisation | (10,002,029) | (10,153,238) | |
| Provisions and impairment losses | (1,577,485) | (504,815) | |
| Other operating expenses | (1,559,738) | (2,626,772) | |
| Operational profit/(loss) | (5,527,022) | (8,215,361) | |
| Financial Expenses | (9,242,156) | (9,833,650) | |
| Financial Income | 820,269 | 1,255,746 | |
| Profit/(Loss) in associated undertakings | 5 | 3,671,861 | 4,896,810 |
| Investment income | 575,658 | 15,760,218 | |
| Profit/(Loss) before taxation | (9,701,390) | 3,863,763 | |
| Taxation | 25 | (4,454,804) | (1,795,879) |
| Profit/(Loss) for the year | 26 | (14,156,194) | 2,067,884 |
| Attributable to: | |||
| Equity holders of Sonae Capital | (14,455,259) | 2,237,698 | |
| Non-controlling interests | 16 | 299,065 | (169,814) |
| Profit/(Loss) per share | |||
| Basic | 27 | (0.058369) | 0.008966 |
| Diluted | 27 | (0.058369) | 0.008966 |
The accompanying notes are part of these financial statements.
(Amounts expressed in euro)
| Notes | 3rd Quarter 13 1 | 3rd Quarter 12 1 |
|---|---|---|
| Sales | 20,485,801 | 13,097,398 |
| Services rendered | 22,642,983 | 18,717,391 |
| Other operating income | 2,266,556 | 5,222,443 |
| Cost of sales | (12,654,518) | (9,977,276) |
| Changes in stocks of finished goods and work in progress | (2,882,322) | 975,897 |
| External supplies and services | (15,169,006) | (11,804,396) |
| Staff costs | (8,855,790) | (9,547,491) |
| Depreciation and amortisation | (3,288,971) | (2,977,566) |
| Provisions and impairment losses | (992,658) | (377,905) |
| Other operating expenses | (584,216) | (1,286,335) |
| Operational profit/(loss) | 967,859 | 2,042,160 |
| Financial Expenses | (3,331,423) | (3,335,498) |
| Financial Income | 221,659 | 381,069 |
| Profit/(Loss) in associated undertakings | 1,229,325 | 1,820,507 |
| Investment income | 62,053 | 16,840,981 |
| Profit/(Loss) before taxation | (850,527) | 17,749,219 |
| Taxation | (1,378,840) | (2,886,153) |
| Profit/(Loss) for the period | (2,229,367) | 14,863,066 |
| Attributable to: | ||
| Equity holders of Sonae Capital | (2,526,127) | 14,688,175 |
| Non-controlling interests | 296,760 | 174,891 |
| Profit/(Loss) per share | ||
| Basic | (0.010277) | 0.058848 |
| Diluted | (0.010277) | 0.058848 |
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.
(Amounts expressed in euro)
| 30.09.2013 | 30.09.2012 | |
|---|---|---|
| Consolidated net profit/(loss) for the period | (14,156,194) | 2,067,884 |
| Items that may be reclassified subsequently to net profit / (loss): | ||
| Changes in the currency translation differences | (150,113) | 1,166,383 |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
2,193,407 | (324,852) |
| Change in the fair value of assets available for sale | 1,252,774 | - |
| Change in the fair value of cash flow hedging derivatives | 906,501 | (773,954) |
| Tax related to other comprehensive income captions | (320,896) | - |
| Other comprehensive income for the period | 3,881,673 | 67,577 |
| Total comprehensive income for the period | (10,274,521) | 2,135,461 |
| Attributable to: | ||
| Equity holders of Sonae Capital | (10,543,600) | 2,336,870 |
| Non-controlling interests | 269,079 | (201,409) |
The accompanying notes are part of these financial statements.
(Amounts expressed in euro)
| 3rd Quarter 13 1 | 3rd Quarter 12 1 | |
|---|---|---|
| Consolidated net profit/(loss) for the period | (2,229,367) | 14,863,066 |
| Items that may be reclassified subsequently to net profit / (loss): | ||
| Changes in the currency translation differences | (76,603) | (26,713) |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
488,737 | (366,114) |
| Change in the fair value of assets available for sale | 419,084 | - |
| Change in the fair value of cash flow hedging derivatives | 192,132 | (420,807) |
| Tax related to other comprehensive income captions | (104,771) | - |
| Other comprehensive income for the period | 918,579 | (813,634) |
| Total comprehensive income for the period | (1,310,788) | 14,049,432 |
| Attributable to: | ||
| Equity holders of Sonae Capital | (1,587,438) | 13,886,288 |
| Non-controlling interests | 276,650 | 163,144 |
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.
| Att ribu tab |
le t o Eq uity Ho |
lder s of Son |
ae C apit al |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sha re Cap ital |
Ow n Sha res |
Dem erg er Res erv e (No 6) te 1 |
Tra nsla tion Res erv es |
Fair Val ue Res erv es |
Hed ging Res erv es |
Oth er Res nd erv es a Ret aine d Ear ning s |
Sub al tot |
Net Pro fit/ (Los s) |
Tot al |
Non - Con trol ling Inte rest s |
Tot al E quit y |
|
| Bala at 1 Jan y 20 12 nce as uar |
250 ,000 ,000 |
(36, 143 ) |
132 ,63 8,2 53 |
(1,1 79,5 02) |
- | (1,7 37,9 80) |
(55, 049 ,95 7) |
74,6 70, 814 |
2,99 4,2 72 |
327 ,62 8,9 43 |
9,2 41, 777 |
336 ,870 ,720 |
| al c olid d co ehe nsiv e in e fo r th erio d Tot ate ons mpr com e p |
- | - | - | 1,18 4,90 7 |
- | (760 3) ,88 |
(324 2) ,85 |
99, 172 |
2,2 37, 698 |
2,3 36, 870 |
(201 9) ,40 |
2,1 35, 461 |
| App riat ion of p rofi t of 20 11: rop Tra nsfe r to leg al r d re tain ed ning ese rves an ear s Acq uisi tion of sha own res Cha s in the nta f ca pita l he ld i n af filia ted nge pe rce ge o i |
- - - |
- (64, ) 857 - |
- - - |
- - - |
- - - |
- - - |
2,99 4,2 72 - - |
2,99 4,2 72 - - |
(2,9 ) 94, 272 - - |
- (64, ) 857 - |
- - - |
- (64, ) 857 - |
| Oth han er c ges |
- | - | - | - | - | - | 4,50 0 |
4,50 0 |
- | 4,50 0 |
(3) | 4,4 97 |
| Bala 0 Se mbe at 3 pte r 20 12 nce as |
250 ,000 ,000 |
(101 ) ,000 |
132 ,63 8,2 53 |
5,40 5 |
- | (2,4 ) 98, 863 |
(52, 7) 376 ,03 |
77, 768 ,75 8 |
2,2 37, 698 |
329 ,90 5,4 56 |
9,0 40, 365 |
338 ,94 5,8 21 |
| Bala at 1 Jan y 20 13 nce as uar |
250 ,000 ,000 |
(264 5) ,70 |
132 ,63 8,2 53 |
(11, ) 486 |
153 ,08 2 |
(2,3 ) 37, 176 |
(53, 4) 836 ,50 |
76,6 06, 169 |
(11, 3) 092 ,00 |
315 ,24 9,4 61 |
8,70 7,6 39 |
323 ,95 7,10 0 |
| Tot al c olid ate d co ehe nsiv e in e fo r th erio d ons mpr com e p |
- | - | - | (107 9) ,60 |
1,25 2,7 74 |
893 ,98 3 |
1,8 72, 511 |
3,9 11,6 59 |
(14, 9) 455 ,25 |
(10, ) 543 ,600 |
269 ,07 9 |
(10, 1) 274 ,52 |
| App riat ion of p rofi t of 20 12: rop Tra nsfe leg al r d re tain ed ning r to ese rves an ear s Divi den ds p aid Acq uisi tion of sha own res Cha s in the f ca pita l he ld i n af filia ted nta nge pe rce ge o i Oth han er c ges |
- - - - - |
- - (501 8) ,34 - - |
- - - - - |
- - - - - |
- - - - - |
- - - - - |
(11, 092 ,00 3) - - 750 (1,4 90) |
(11, 092 ,00 3) - - 750 (1,4 90) |
11,0 92,0 03 - - - - |
- - (501 8) ,34 750 (1,4 90) |
- (300 ) ,000 - (750 ) (1) |
- (300 ) ,000 (501 8) ,34 - (1,4 91) |
| Bala at 3 0 Se pte mbe r 20 13 nce as |
250 ,000 ,000 |
(766 3) ,05 |
132 ,63 8,2 53 |
(119 5) ,09 |
1,40 5,8 56 |
(1,4 ) 43, 193 |
(63, 6) 056 ,73 |
69, 425 ,08 5 |
(14, 9) 455 ,25 |
304 ,20 3,7 73 |
8,6 75, 967 |
312 ,87 9,7 40 |
The accompanying notes are part of these financial statements.
| Notes | 30.09.2013 | 30.09.2012 | 3rd Quarter 13 1 | 3rd Quarter 12 1 | |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES: | |||||
| Cash receipts from trade debtors | 99,229,381 | 83,257,825 | 47,210,961 | 30,839,612 | |
| Cash receipts from trade creditors | (63,807,381) | (53,264,185) | (24,090,777) | (20,131,577) | |
| Cash paid to employees | (25,687,886) | (28,202,241) | (9,024,416) | (9,483,121) | |
| Cash flow generated by operations | 9,734,114 | 1,791,399 | 14,095,768 | 1,224,914 | |
| Income taxes (paid) / received | (1,483,227) | (61,463) | 382,756 | 406,322 | |
| Other cash receipts and (payments) relating to operating activities | (2,161,629) | 2,312,987 | (4,057,780) | 1,377,789 | |
| Net cash flow from operating activities (1) | 6,089,258 | 4,042,923 | 10,420,744 | 3,009,025 | |
| INVESTMENT ACTIVITIES: | |||||
| Cash receipts arising from: | |||||
| Investments | 12,860,404 | 9,204,903 | 2,466,542 | 9,185,418 | |
| Tangible assets | 1,092,356 | 206,081 | 322,289 | 37,511 | |
| Intangible assets | 9,417 | - | - | - | |
| Interest and similar income | 207,082 | 486,708 | 176,629 | 356,165 | |
| Dividends | 220,681 | 214,698 | 62,053 | 67,311 | |
| 14,389,940 | 10,112,390 | 3,027,513 | 9,646,405 | ||
| Cash Payments arising from: | |||||
| Investments | (69,325) | (324,718) | (41,075) | (60,000) | |
| Tangible assets | (4,550,598) | (7,830,999) | (2,149,743) | (1,894,738) | |
| Intangible assets | (122,850) | (417,440) | (58,246) | (405,264) | |
| Loans granted | (476,203) | - | (10,318) | - | |
| (5,218,976) | (8,573,157) | (2,259,382) | (2,360,002) | ||
| Net cash used in investment activities (2) | 9,170,964 | 1,539,233 | 768,131 | 7,286,403 | |
| FINANCING ACTIVITIES: | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 23,706,279 | 51,323,534 | 5,325,801 | 17,720,110 | |
| 23,706,279 | 51,323,534 | 5,325,801 | 17,720,110 | ||
| Cash Payments arising from: | |||||
| Loans obtained | (26,885,100) | (45,658,091) | (12,938,138) | (23,728,422) | |
| Interest and similar charges | (10,652,947) | (10,875,473) | (4,021,752) | (4,273,525) | |
| Dividends | (300,000) | - | (300,000) | - | |
| Purchase of own shares | (501,348) | (64,857) | (240,668) | (1,930) | |
| (38,339,395) | (56,598,421) | (17,500,558) | (28,003,877) | ||
| Net cash used in financing activities (3) | (14,633,116) | (5,274,887) | (12,174,757) | (10,283,767) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | 627,106 | 307,269 | (985,882) | 11,661 | |
| Effect of foreign exchange rate | 48,462 | 12,113 | 38,603 | 27,825 | |
| Cash and cash equivalents at the beginning of the period | 14 | 2,609,152 | 2,986,070 | 4,212,281 | 3,297,390 |
| Cash and cash equivalents at the end of the period | 14 | 3,187,796 | 3,281,226 | 3,187,796 | 3,281,226 |
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 NINE MONTHS ENDED 30 SEPTEMBER 2013
(Translation from the Portuguese Original)
(Amounts expressed in Euro)
SONAE CAPITAL, SGPS, SA ("Company", "Group" or "Sonae Capital") whose head-office is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, is the parent company of a group of companies, as detailed in Notes 5 to 7 ("Sonae Capital Group") and was set up on 14 December 2007 as a result of the demerger of the shareholding in SC, SGPS, SA (previously named Sonae Capital, SGPS, SA) from Sonae, SGPS, SA, which was approved by the Board of Directors on 8 November 2007 and by the Shareholder's General Meeting held on 14 December 2007.
Reflecting the current management structure, the reporting segments were revised, addressing the three strategic business areas identified in the Group:
The non-strategic assets (including non-tourism real estate assets and financial shareholdings) are included in the segment "Other assets".
The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2012.
Interim financial statements were presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accompanying consolidated financial statements have been prepared from the books and accounting records of the Company and of its affiliated undertakings (Notes 4 to 6), on a going concern basis and under the historical cost convention, except for derivative financial instruments which are stated at fair value.
Changes to international accounting standards that came into force on or after 1 January 2013, did not have material impacts in the financial statements as at 30 September 2013.
Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 30 September 2013 and 31 December 2012, are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 September 2013 | 31 December 2012 | ||||||
| Company | Head Office | Direct | Total | Direct | Total | ||
| Sonae Capital SGPS, SA | Maia | Holding | Holding | Holding | Holding | ||
| Sonae Turismo | |||||||
| Aqualuz - Turismo e Lazer, Lda | a) | Lagos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Atlantic Ferries - Traf.Loc.Flu.e Marit., SA | a) | Grândola | 83.41% | 83.41% | 83.41% | 83.41% | |
| Casa da Ribeira - Hotelaria e Turismo, SA | a) | Marco de Canaveses |
100.00% | 100.00% | 100.00% | 100.00% | |
| Golf Time - Golfe e Inv.Turisticos, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoareia Investimentos Turísticos,SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imopenínsula - Sociedade Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoresort - Sociedade Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Marina de Tróia, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Marmagno-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Marvero-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| 4) | Sete e Meio-Investimentos e Consultadoria,SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% |
| SII - Soberana Investimentos Imobiliários, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Solinca - Health & Fitness, SA | a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% | |
| Solinca-Investimentos Turísticos, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Solinfitness - Club Málaga, SL | a) | Malaga (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Solswim – Gestão e Expl.de Equip. Aquáticos, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Soltroia-Imob.de Urb.Turismo de Tróia, SA | a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Sonae Turismo - SGPS, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sontur, BV | a) | Amsterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Tróia Market, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Tróia Natura, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Troiaresort - Investimentos Turísticos, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Troiaverde-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Tulipamar-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Energy | |||||||
| Ecociclo II – Energias, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum Colombo – Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum-Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum Martim Longo - Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum Vale do Caima- Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 3) | Integrum Vale do Tejo – Energia, SA | a) | Maia | 100.00% | 100.00% | - | - |
| Refrigeration, HVAC | |||||||
| Friengineering, SA | a) | São Paulo (Brazil) | 100.00% | 70.00% | 100.00% | 70.00% | |
| PJP - Equipamento de Refrigeração, Lda | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
| Sistavac, SGPS, SA | a) | Matosinhos | 70.00% | 70.00% | 70.00% | 70.00% | |
| Sistavac, SA | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
| SKK-Central de Distr., SA | a) | Porto | 100.00% | 70.00% | 100.00% | 70.00% | |
| Sopair, SA | a) | Madrid (Spain) | 100.00% | 70.00% | 100.00% | 70.00% | |
| Other Assets | |||||||
| Bloco Q-Sociedade Imobiliária, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Bloco W-Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Centro Residencial da Maia,Urban., SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Cinclus Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Contacto Concessões, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Country Club da Maia-Imobiliaria, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Cronosaúde – Gestão Hospitalar, SA | a) | Porto | 100.00% | 50.00% | 100.00% | 50.00% | |
| Empreend.Imob.Quinta da Azenha, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | Fundo Especial de Investimento Imobiliário Fechado WTC |
a) | Maia | 99.82% | 99.82% | 99.82% | 99.82% |
| Imobiliária da Cacela, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoclub-Serviços Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imodivor - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | Imoferro-Soc.Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Imohotel-Emp.Turist.Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoponte-Soc.Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imosedas-Imobiliária e Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Implantação – Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Inparvi SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Invesaude – Gestão Hospitalar, SA | a) | Maia | 100.00% | 50.00% | 100.00% | 50.00% | |
| Martimope - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Porturbe-Edificios e Urbanizações, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium – Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium II-Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium-SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Prédios Privados Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Predisedas-Predial das Sedas, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Promessa Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Saúde Atlântica - Gestão Hospitalar, SA | a) | Maia | 50.00% | 50.00% | 50.00% | 50.00% | |
| SC Assets, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC – Eng. e Promo Imobiliária,SGPS,SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sete e Meio Herdades - Investimentos Agrícolas e Turismo, SA |
a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Société de Tranchage Isoroy SAS | a) | Honfleur (France) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Soconstrução, BV | a) | Amsterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Soira-Soc.Imobiliária de Ramalde, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sótaqua - Soc. de Empreendimentos Turísticos, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Spinarq–Engenharia, Energia e Ambiente,SA | a) | Luanda (Angola) | 99.90% | 99.90% | 99.90% | 99.90% | |
| 3) | Spinarq-Moçambique, Lda | a) | Maputo (Mozambique) |
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) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | World Trade Center Porto, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| Others | |||||||
| Interlog-SGPS, SA | a) | Lisbon | 98.98% | 98.98% | 98.98% | 98.98% | |
| SC – Sociedade de Consultadoria, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC-SGPS, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC Finance, BV | a) | Amsterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | SKKFOR - Ser.For.e Desen. de Recursos, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 70.00% |
a) Majority of voting rights.
1) Company included in the Sonae Turismo segment in 2012;
2) Company moved from the segment "Sistavac" to the segment "Others";
3) Company incorporated in the period;
4) Company dissolved in the period.
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 September 2013 and 31 December 2012 are as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30 September 2013 | 31 December 2012 | Book Value | ||||||
| Company | Head Office |
Direct | Total | Direct | Total | 30 September 2013 |
31 December 2012 |
|
| Other Assets | ||||||||
| Andar - Sociedade Imobiliária, SA | Maia | 50.00% | 50.00% | 50.00% | 50.00% | 391,045 | 637,735 | |
| 1) | Sociedade de Construções do Chile, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| 1) | Vastgoed One - Sociedade Imobiliária, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| 1) | Vastgoed Sun - Sociedade Imobiliária, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| Lidergraf - Artes Gráficas, Lda | Vila do Conde |
24.50% | 24.50% | 24.50% | 24.50% | 605,066 | 510,194 | |
| Norscut - Concessionária de Scut Interior Norte, SA |
Lisbon | 36.00% | 36.00% | 36.00% | 36.00% | 9,548,192 | 3,494,106 | |
| Operscut - Operação e Manutenção de Auto estradas, SA |
Lisbon | 15.00% | 15.00% | 15.00% | 15.00% | 24,000 | 24,000 | |
| Total | 10,568,303 | 4,666,035 |
1) Null investment values result from the adoption of the equity method in Andar – Sociedade Imobiliária, SA, holder of all of these investments.
Associated and jointly controlled companies are consolidated using the equity method.
Nil balances shown result from the reduction to acquisition cost of amounts determined by the equity method, discontinuing the recognition of its part of additional losses under the terms of IAS 28.
As at 30 September 2013 and 31 December 2012, aggregate values of main financial indicators of associated and jointly controlled companies can be analyzed as follows:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Total Assets | 693,718,570 | 684,639,926 |
| Total Liabilities | 620,599,522 | 628,141,343 |
| Income | 94,294,215 | 123,046,279 |
| Expenses | 82,587,090 | 114,807,275 |
During the periods ended 30 September 2013 and 2012, movements in investments and associated companies may be summarized as follows:
| 30 September 2013 | 30 September 2012 | |
|---|---|---|
| Opening balance as at 1 January | 4,697,978 | 60,092,179 |
| Acquisitions in the period | 37,000 | 195,600 |
| Disposals in the period | - | - |
| Equity method | 5,865,268 | 4,571,958 |
| Change in the consolidation method | - | (58,962,346) |
| Closing balance as at 30 September | 10,600,246 | 5,897,391 |
| Accumulated impairment losses (Note 22) | (31,943) | (31,943) |
| 10,568,303 | 5,865,448 |
The use of the equity method had the following impacts: 3,671,861 euro recorded on share of results of associated undertakings (4,896,810 euro at 30 September 2012), and 2,193,407 euro in changes in reserves (-324,852 euro at 30 September 2012).
Group companies, jointly controlled companies and associated companies excluded from consolidation, their head offices, percentage of share capital held and book value as at 30 September 2013 and 31 December 2012 are made up as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30 September 2013 | 31 December 2012 | |||||||
| Company | Head Office |
Direct | Total | Direct | Total | 30 September 2013 |
31 December 2012 |
|
| Tourism Infratroia – Emp. de Infraest. de Troia, E.N. |
Grândola | 25,90% | 25,90% | 25,90% | 25,90% | 64,747 | 64,747 | |
| Other Assets | ||||||||
| Fundo de Investimento Imobiliário Fechado Imosede |
Maia | 25,85% | 25,85% | 32,36% | 32,36% | 40,650,836 | 49,286,915 | |
| Fundo de Investimento Imobiliário Imosonae Dois |
Maia | 0,06% | 0,06% | 0,06% | 0,06% | 124,934 | 124,934 | |
| Net, SA | Lisbon | 2,80% | 2,80% | 2,80% | 2,80% | 11,132 | 11,132 | |
| 1) | Sear - Sociedade Europeia de Arroz, SA |
Santiago do Cacém |
- | - | 15,00% | 15,00% | - | 150,031 |
| Fundo de Capital de Risco F-HITEC | Lisbon | 7,14% | 7,14% | 7,14% | 7,14% | 250,000 | 250,000 | |
| Other investments | 437,405 | 437,448 | ||||||
| Total (Note 9) | 41,539,054 | 50,325,207 |
1) Company disposed in the period.
Null balances shown above result from deduction of impairment losses from related investments.
During the nine months period ended 30 September 2013, movements in tangible and intangible fixed assets as well as in depreciation and accumulated impairment losses, are made up as follows:
| Tangible Assets | |||||
|---|---|---|---|---|---|
| Land and Buildings |
Equipment | Other Tangible Assets |
Tangible Assets in progress |
Total Tangible Assets |
|
| Gross Cost: | |||||
| Opening balance as at 1 January 2013 | 224,267,701 | 150,245,365 | 2,416,107 | 12,105,832 | 389,035,005 |
| Changes in consolidation perimeter | - | - | - | - | - |
| Capital expenditure | 894,107 | 127,152 | 20,070 | 3,253,288 | 4,294,617 |
| Disposals | (333,191) | (1,689,378) | (34,823) | (1,380) | (2,058,771) |
| Exchange rate effect | - | (24,572) | (7,567) | - | (32,139) |
| Transfers | 3,273 | 927,962 | (482,937) | (1,222,701) | (774,403) |
| Closing balance as at 30 September 2013 | 224,831,890 | 149,586,530 | 1,910,851 | 14,135,039 | 390,464,309 |
| Accumulated depreciation and impairment losses |
|||||
| Opening balance as at 1 January 2013 | 83,711,012 | 57,189,806 | 2,016,737 | - | 142,917,555 |
| Changes in consolidation perimeter | - | - | - | - | - |
| Charges for the period | 1,883,120 | 7,681,727 | 48,358 | - | 9,613,205 |
| Disposals | (23,483) | (1,453,970) | (34,853) | - | (1,512,306) |
| Exchange rate effect | - | (13,160) | (4,111) | - | (17,271) |
| Transfers | - | (315,925) | (486,690) | - | (802,615) |
| Closing balance as at 30 September 2013 | 85,570,649 | 63,088,478 | 1,539,441 | - | 150,198,568 |
| Carrying amount as at 1 January 2013 | 140,556,689 | 93,055,559 | 399,370 | 12,105,832 | 246,117,450 |
| Carrying amount as at 30 September 2013 139,261,241 | 86,498,052 | 371,410 | 14,135,039 | 240,265,741 |
Major amounts included in the caption Tangible assets in progress, refer to the following projects:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Tróia | 7,506,679 | 7,316,889 |
| Photovoltaic Project | 5,142,902 | 3,260,000 |
| Others | 1,485,458 | 1,528,943 |
| 14,135,039 | 12,105,832 |
| Intangible Assets | |||||
|---|---|---|---|---|---|
| Patents and other similar rights |
Software | Other Intangible Assets |
Intangible Assets in progress |
Total Intangible Assets |
|
| Gross Cost: | |||||
| Opening balance as at 1 January 2013 | 7,988,257 | 1,607,278 | 9,422 | 645,440 | 10,250,397 |
| Changes in consolidation perimeter | - | - | - | - | - |
| Capital expenditure | - | 2,327 | - | 117,818 | 120,145 |
| Disposals | (15,868) | (11,640) | - | - | (27,508) |
| Exchange rate effect | - | (2,468) | - | - | (2,468) |
| Transfers | 15,177 | 628,100 | 1,250 | (625,055) | 19,471 |
| Closing balance as at 30 September 2013 | 7,987,566 | 2,223,597 | 10,672 | 138,202 | 10,360,037 |
| Accumulated depreciation and impairment losses |
|||||
| Opening balance as at 1 January 2013 | 1,172,261 | 1,238,920 | 8,155 | - | 2,419,336 |
| Changes in consolidation perimeter | - | - | - | - | - |
| Charges for the period | 146,951 | 241,398 | 475 | - | 388,824 |
| Disposals | (6,669) | (6,390) | - | - | (13,060) |
| Exchange rate effect | - | (1,394) | - | - | (1,394) |
| Transfers | - | (1,250) | 1,250 | - | - |
| Closing balance as at 30 September 2013 | 1,312,543 | 1,471,283 | 9,880 | - | 2,793,706 |
| Carrying amount as at 1 January 2013 | 6,815,996 | 368,359 | 1,267 | 645,440 | 7,831,062 |
| Carrying amount as at 30 September 2013 | 6,675,023 | 752,314 | 792 | 138,202 | 7,566,331 |
During the periods ended 30 September 2013 and 31 December 2012, movements in goodwill, as well as in corresponding impairment losses, are as follows:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Gross amount: | ||
| Opening balance | 62,290,239 | 62,330,108 |
| Decreases - disposals of affiliated companies | - | (39,869) |
| Closing balance | 62,290,239 | 62,290,239 |
| Accumulated impairment losses: | ||
| Opening balance | 1,301,596 | 1,301,596 |
| Closing balance | 1,301,596 | 1,301,596 |
| Total | 60,988,643 | 60,988,643 |
As at 30 September 2013, movements in investments were as follows:
| 30 September 2013 | |||
|---|---|---|---|
| Non current | Current | ||
| Investments in group companies, jointly controlled companies or associated companies excluded from consolidation |
|||
| Opening balance as at 1 January | 8,223,418 | - | |
| Disposals in the period | (150,031) | - | |
| Transfers | (43) | - | |
| Closing balance as at 30 September | 8,073,344 | - | |
| Accumulated impairment losses (Note 22) | (7,707,935) | - | |
| 365,409 | - | ||
| Investments held for sale | |||
| Fair value as at 1 January | 49,938,723 | - | |
| Disposals in the period | (9,919,661) | - | |
| Increase/(Decrease) in fair value | 1,283,582 | - | |
| Transfers | - | - | |
| Fair value as at 30 September | 41,302,644 | - | |
| Accumulated impairment losses (Note 22) | (128,999) | - | |
| Fair value (net of impairment losses) as at 30 September | 41,173,645 | - | |
| Other Investments (Note 6) | 41,539,054 | - |
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 September 2013 and 31 December 2012, other non-current assets are detailed as follows:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Loans granted to related parties | ||
| Norscut - Concessionária de Scut Interior Norte, SA | 17,740,756 | 16,646,298 |
| Others | 691,505 | 215,303 |
| 18,432,261 | 16,861,601 | |
| Impairment losses (Note 22) | (34,916) | (34,916) |
| 18,397,345 | 16,826,685 | |
| Trade accounts receivable and other debtors | ||
| Sale of financial investments | - | 2,457,493 |
| Others | 1,169,758 | 1,197,750 |
| Impairment losses (Note 22) | - | - |
| 1,169,758 | 3,655,243 | |
| Other non current assets | 19,567,103 | 20,481,928 |
Stocks as at 30 September 2013 and 31 December 2012 can be detailed as follows, highlighting the value attributable to real estate developments:
| 30 September 2013 | 31 December 2012 | ||||
|---|---|---|---|---|---|
| Total | of which Real Estate Developments |
Total | of which Real Estate Developments |
||
| Raw materials, by-products and consumables | 1,231,164 | - | 1,268,569 | - | |
| Goods for sale | 32,633,213 | 30,415,772 | 33,039,474 | 30,781,226 | |
| Finished goods | 72,412,552 | 72,412,552 | 76,347,355 | 76,347,355 | |
| Work in progress | 83,064,595 | 77,359,473 | 80,592,327 | 78,222,630 | |
| Payments on account | - | - | 68,459 | - | |
| 189,341,524 | 180,187,797 | 191,316,184 | 185,351,211 | ||
| Accumulated impairment losses on stocks (Note 22) | (3,446,634) | (3,434,621) | (3,515,540) | (3,434,621) | |
| 185,894,890 | 176,753,176 | 187,800,644 | 181,916,590 |
As at 30 September 2013 and 31 December 2012, trade accounts receivable and other current assets are detailed as follows:
| 30 September 2013 |
31 December 2012 |
|
|---|---|---|
| Trade accounts receivable | 24,775,587 | 28,916,378 |
| Accumulated impairment losses on trade debtors (Note 22) | (6,011,316) | (5,441,095) |
| 18,764,271 | 23,475,283 | |
| Taxes recoverable | 10,200,228 | 12,380,617 |
| Loans granted to and other amounts to be received from related parties | 70,058 | 68,102 |
| Other current assets | ||
| Suppliers with a debtor balance | 836,912 | 1,240,239 |
| Other debtors | 10,662,090 | 10,042,786 |
| Accounts receivable from the sale of financial investments | 24,203,831 | 24,203,831 |
| Accounts receivable from the sale of tangible assets | 37,511 | 14,720 |
| Interest receivable | 705,490 | 1,195,981 |
| Deferred costs - Rents | 218,718 | 292,513 |
| Deferred costs - External supplies and services | 1,017,205 | 756,891 |
| Other current assets | 3,687,441 | 2,304,951 |
| 41,369,198 | 40,051,912 | |
| Accumulated impairment losses on other current assets (Note 22) | (27,931,357) | (27,866,356) |
| Trade accounts receivable and other current assets | 42,472,398 | 48,109,558 |
Deferred tax assets and liabilities as at 30 September 2013 and 31 December 2012 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 30 September 2013 |
31 December 2012 |
30 September 2013 |
31 December 2012 |
|
| Amortisation and Depreciation harmonisation adjustments | 990,589 | 1,019,814 | 2,804,074 | 2,440,744 |
| Provisions and impairment losses of non-tax deductible | 9,715,729 | 9,907,502 | - | 40,234 |
| Write off of tangible and intangible assets | 419,371 | 620,196 | - | - |
| Write off of accruals | 178,124 | 273,593 | - | - |
| Revaluation of tangible assets | - | - | 112,851 | 113,359 |
| Tax losses carried forward | 16,125,388 | 15,800,521 | - | - |
| Financial instruments | - | - | 1,886,813 | 2,590,303 |
| Write off of stocks | - | - | 1,015,670 | 1,020,906 |
| Taxable temporary differences arising from the fair value of non-current liabilities |
- | - | 7,737,568 | 7,746,432 |
| Others | 200,041 | 227,451 | 372,407 | 392,548 |
| 27,629,242 | 27,849,077 | 13,929,383 | 14,344,526 |
In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 September 2013 and 31 December 2012, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| 30 September 2013 | 31 December 2012 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets |
Time limit |
Tax losses carried forward |
Deferred tax assets |
Time limit |
|
| With limited time use | ||||||
| Generated in 2007 | 1,288,585 | 322,146 | 2013 | 1,416,550 | 354,137 | 2013 |
| Generated in 2008 | 1,426,557 | 356,639 | 2014 | 1,426,557 | 356,639 | 2014 |
| Generated in 2009 | 6,448,363 | 1,612,091 | 2015 | 6,448,363 | 1,612,091 | 2015 |
| Generated in 2010 | 18,344,038 | 4,586,009 | 2014 | 18,343,706 | 4,585,927 | 2014 |
| Generated in 2011 | 18,076,637 | 4,519,159 | 2015 | 18,076,637 | 4,519,159 | 2015 |
| Generated in 2012 | 16,115,903 | 4,028,976 | 2017 | 16,718,251 | 4,179,563 | 2017 |
| Generated in 2013 | 2,029,450 | 507,363 | 2018 | - | - | |
| 63,729,532 | 15,932,383 | 62,430,063 | 15,607,516 | |||
| With a time limit different from the above mentioned |
569,640 | 193,005 | 569,640 | 193,005 | ||
| 64,299,172 | 16,125,388 | 62,999,704 | 15,800,521 |
As at 30 September 2013 and 31 December 2012, deferred tax assets resulting from tax losses carried forward were re-assessed. Deferred tax assets have only been recorded to the extent that future profits will arise which may be offset against available tax losses or against deductible temporary differences.
As at 30 September 2013, tax losses carried forward amounting to 186,991,571 euro (177,450,385 euro as at 31 December 2012), have not originated deferred tax assets for prudential reasons and are detailed as follows:
| 30 September 2013 | 31 December 2012 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Tax Credit | Time limit |
Tax losses carried forward |
Tax Credit | Time limit |
|
| With limited time use | ||||||
| Generated in 2007 | 13,123,271 | 3,280,818 | 2013 | 17,895,099 | 4,473,774 | 2013 |
| Generated in 2008 | 33,433,907 | 8,358,477 | 2014 | 37,294,794 | 9,323,699 | 2014 |
| Generated in 2009 | 35,823,759 | 8,955,940 | 2015 | 42,270,653 | 10,567,664 | 2015 |
| Generated in 2010 | 16,141,554 | 4,035,388 | 2014 | 17,922,419 | 4,480,605 | 2014 |
| Generated in 2011 | 18,100,444 | 4,525,111 | 2015 | 19,698,860 | 4,924,715 | 2015 |
| Generated in 2012 | 19,603,609 | 4,900,902 | 2017 | 22,854,282 | 5,713,579 | 2017 |
| Generated in 2013 | 29,579,465 | 7,394,866 | 2018 | - | - | |
| 165,806,009 | 41,451,502 | 157,936,107 | 39,484,036 | |||
| Without limited time use | 1,186,715 | 395,532 | 1,186,715 | 395,532 | ||
| With a time limit different from the above mentioned |
19,998,847 | 5,889,903 | 18,327,563 | 5,427,546 | ||
| 21,185,562 | 6,285,435 | 19,514,278 | 5,823,079 | |||
| 186,991,571 | 47,736,937 | 177,450,385 | 45,307,115 |
As at 30 September 2013 and 31 December 2012, cash and cash equivalents can be detailed as follows:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Cash at hand | 169,012 | 161,516 |
| Bank deposits | 4,064,067 | 3,083,179 |
| Treasury applications | 9,866 | - |
| Cash and cash equivalents on the balance sheet | 4,242,944 | 3,244,695 |
| Bank overdrafts - (Note 17) | (1,055,149) | (135,542) |
| Guarantee deposit | - | (500,000) |
| Cash and cash equivalents in the statement of cash-flows | 3,187,796 | 2,609,152 |
Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under current bank loans (Note 17).
The share capital of Sonae Capital SGPS, SA is represented by 250,000,000 ordinary shares, which do not have the right to a fixed remuneration, with a nominal value of 1 euro each.
The demerger originated a reserve in the amount of 132,638,253 euro, which has a treatment similar to that of a Legal Reserve. According to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.
As at 30 September 2013, Sonae Capital SGPS, S.A. owns 4,027,262 own shares (1,600,310 own shares at 31 December 2012) booked for 766,053 euro (264,705 euro at 31 December 2012).
Movements in non-controlling interests in the periods ended 30 September 2013 and 31 December 2012 are as follows:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Opening balance as at 1 January | 8,707,639 | 9,241,777 |
| Changes in hedging reserves | 12,518 | 9,230 |
| Changes in the percentage of capital held in affiliated companies | - | 119,556 |
| Changes resulting from currency translation | (42,504) | (23,677) |
| Dividends paid | (300,000) | - |
| Others | (751) | (4,431) |
| Profit for the period attributable to minority interests | 299,065 | (634,816) |
| Closing balance | 8,675,967 | 8,707,639 |
As at 30 September 2013 and 31 December 2012, Borrowings are made up as follows:
| 30 September 2013 | 31 December 2012 | |||||
|---|---|---|---|---|---|---|
| Outstanding amount | Outstanding amount | |||||
| Current | Non Current | Current | Non Current | |||
| Bank loans | ||||||
| Sonae Capital SGPS - commercial paper a) | - | - | 10,000,000 | - | Mar/2013 | |
| Sonae Capital SGPS - commercial paper b) | 74,300,000 | - | 58,450,000 | - | Mar/2018 | |
| Sonae Capital SGPS - commercial paper e) | 8,250,000 | - | - | 8,250,000 | Jan/2014 | |
| Sonae Capital SGPS - commercial paper c) | - | 17,900,000 | 23,950,000 | - | Aug/2016 | |
| Sonae Capital SGPS - commercial paper f) | - | - | 2,000,000 | - | Feb/2016 | |
| Sonae Capital SGPS - commercial paper d) | - | 30,000,000 | - | 30,000,000 | Dec/2017 | |
| Sonae Capital SGPS g) | 7,000,000 | 24,000,000 | 2,000,000 | 31,000,000 | Jun/2017 | |
| Up-front fees | - | (585,475) | - | (317,336) | ||
| Others | 2,116,517 | 3,086,456 | 401,786 | 1,207,589 | ||
| 91,666,517 | 74,400,981 | 96,801,786 | 70,140,254 | |||
| Bank overdrafts (Note 14) | 1,055,149 | - | 135,542 | - | ||
| Bank loans | 92,721,666 | 74,400,981 | 96,937,328 | 70,140,254 | ||
| Bond Loans | ||||||
| Sonae Capital 2011/2016 Bonds | 10,000,000 | - | - | 10,000,000 | Jan/2016 | |
| SC, SGPS, S.A. 2008/2018 Bonds | - | 50,000,000 | - | 50,000,000 | Mar/2018 | |
| Up-front fees | (4,228) | (251,992) | - | (344,029) | ||
| Bond Loans | 9,995,772 | 49,748,008 | - | 59,655,971 | ||
| Other loans | 686,968 | 1,272,320 | 689,568 | 1,803,305 | ||
| Derivatives (Note 18) | 123,459 | 1,430,618 | 199,115 | 2,532,557 | ||
| Obligations under finance leases | 2,853,636 | 22,496,353 | 2,813,237 | 24,657,747 | ||
| Up-front fees on finance leases | - | (104,766) | - | (114,159) | ||
| 106,381,501 | 149,243,515 | 100,639,248 | 158,675,674 |
a) Commercial paper programme, with subscription guarantee, issued on 14 March 2008 and valid for a 5 year period.
b) Short term commercial paper programme, issued on 28 March 2008 and valid for a 10 year period, which may be extended at the option of Sonae Capital. Placed in investors or financial institutions and guaranteed by credit lines, with commitment of at least six months to a year, placed in relationship banks.
c) Commercial paper programme, with subscription guarantee, issued on 31 March 2011 and valid up to August 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.
d) Commercial paper programme, with subscription guarantee, issued on 27 December 2012 and valid up to December 2017.
e) Short term commercial paper programme, with subscription guarantee, issued on 30 December 2010, with annual renewals up to 3 years.
f) Short term commercial paper programme, with subscription guarantee, issued on 17 February 2011, with annual renewals up to a maximum of 5 years.
g) Bank loan guarantee by a mortgage on real estate, started on 2 June 2011 and valid for a 6 year period, with annual payments.
As at 30 September 2013, borrowings of the Group were as follows:
SC, SGPS, SA, 2008/2018 bond loan in the amount of 50,000,000 euro, with a 10 year maturity, and a sole reimbursement on 3 March 2018, except if the reimbursement is anticipated, fully or partially, which can happen on 3 March 2016. This bond loan bears interest every six months.
Sonae Capital SGPS - 2011/2016 bond loan in the amount of 10,000,000 euro, with a 5 year maturity, and a sole reimbursement on 17 January 2016, except if the reimbursement is anticipated, fully or partially, which can happen on 17 January 2014. This bond loan bears interest every six months.
The interest rate on bonds in force on 30 September 2013 was on average 3.55%.
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: | ||
|---|---|---|
| 30 September 2013 | 31 December 2012 | ||||
|---|---|---|---|---|---|
| Nominal value | Interest | Nominal value | Interest | ||
| N+1ª) | 106,262,341 | 8,602,610 | 100,440,133 | 8,393,490 | |
| N+2 | 11,421,746 | 6,806,338 | 19,279,012 | 7,208,617 | |
| N+3 | 28,869,310 | 4,922,101 | 11,002,099 | 5,941,516 | |
| N+4 | 13,612,908 | 3,020,867 | 20,447,129 | 3,713,646 | |
| N+5 | 83,403,076 | 2,151,373 | 43,053,564 | 2,875,583 | |
| After N+5 | 11,448,019 | 473,565 | 63,136,837 | 1,010,080 | |
| 255,017,400 | 25,976,855 | 257,358,774 | 29,142,932 |
a) Includes amounts drawn under commercial paper programmes. Of the total amount maturing in N+1, 42% concerns to commercial paper taken under lines of credit with commitment exceeding one year. Taking into account the policies and measures to manage liquidity risk, no risks that could jeopardize the continuity of operations are anticipated.
Hedging instruments used by the Group as at 30 September 2013 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 1,554,076 euro (2,731,672 euro at 31 December 2012) is recorded as liabilities. As at 30 September 2013 and 31 December 2012, all derivatives are hedging derivatives.
These interest rate hedging instruments are valued at fair value as at the balance sheet date, determined by valuations made by the Group using derivative valuation calculation schedules and external valuations when these schedules do not permit the valuation of certain instruments. For options, fair value is determined using the Black-Scholes model and its variants.
The fair value of derivatives is calculated using valuation models based on assumptions which are confirmed by market benchmarks, thus complying with level 2 requirements set on the IFRS 7.
Risk coverage guidelines generally used by the Group in contractually arranged hedging instruments are as follows:
Counterparts for derivatives are selected based on their financial strength and credit risk profile, with this profile being generally measured by a rating note attributed by rating agencies of recognized merit. Counterparts for derivatives are top level, highly prestigious financial institutions which are recognized nationally and internationally.
The fair value of derivatives is as follows:
| Assets | Liabilities | ||||
|---|---|---|---|---|---|
| 30 September 31 December 2013 2012 |
30 September 2013 |
31 December 2012 |
|||
| Non-Hedge accounting derivatives |
|||||
| Interest rate | - | - | - | - | |
| Hedge accounting derivatives | |||||
| Interest rate (Note 17) | - | - | 1,554,076 | 2,731,672 | |
| Other derivatives | - | - | - | - | |
| - | - | 1,554,076 | 2,731,672 |
As at 30 September 2013 and 31 December 2012 other current liabilities can be detailed as follows:
| 30 September 2013 | 31 December 2012 |
|---|---|
| 2,107,873 | 2,153,861 |
| 1,314,645 | 1,314,645 |
| 3,422,518 | 3,468,506 |
| 444,295 | 410,844 |
| 17,225 | - |
| 461,520 | 410,844 |
| - | - |
| 396,039 | 117,960 |
| 396,039 | 117,960 |
| 4,280,077 | 3,997,310 |
In 2012 and in previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae Capital SGPS, SA to be acquired at nil cost, three years after they were attributed to the employee. In any case, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the choice to settle in cash instead of shares. The option can only be exercised if the employee still works for the Sonae Capital Group on the vesting date.
As at 30 September 2013 and 31 December 2012, 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 September 2013 | 31 December 2012 | ||
| Shares | ||||||
| 2010 | 2013 | - | - | 24,585 | ||
| 2011 | 2014 | 2 | 88,492 | 42,203 | ||
| 2012 | 2015 | 8 | 498,731 | 195,897 | ||
| 2013 | 2016 | 8 | 437,876 | - | ||
| Total | 1,025,099 | 262,685 | ||||
As at 30 September 2013 and 31 December 2012, the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which have not yet vested:
| 30 September 2013 | 31 December 2012 |
|---|---|
| 396,039 | 117,960 |
| 88,492 | 30,794 |
| 110,935 | 129,184 |
| 373,597 | 19,570 |
As at 30 September 2013 and 31 December 2012 trade accounts payable can be detailed as follows:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Trade creditors | 16,540,998 | 17,589,482 |
| Loans granted by and other payables to related parties Other current liabilities |
107,740 | 117,793 |
| Fixed assets suppliers | 235,290 | 1,096,072 |
| Advances from customers and down payments | 2,616,858 | 1,968,241 |
| Other creditors | 2,010,140 | 1,267,761 |
| Taxes and contributions payable | 7,258,178 | 6,727,194 |
| Staff costs | 5,905,707 | 5,256,361 |
| Deferred income for services rendered | 3,005,369 | 5,632,274 |
| Interest payable | 899,177 | 1,009,851 |
| Investment aid | 1,641,291 | 1,664,142 |
| Other liabilities | 9,064,571 | 9,236,340 |
| 32,636,581 | 33,858,236 | |
| Trade accounts payable and other current liabilities | 49,285,320 | 51,565,511 |
Movements in provisions and accumulated impairment losses over the period ended 30 September 2013 were as follows:
| Captions | Balance as at 1 January 2013 |
Increases | Decreases | Utilisations | Balance as at 30 September 2013 |
|---|---|---|---|---|---|
| Accumulated impairment losses on: | |||||
| Other Investments (Notes 5 and 9) | 7,868,877 | - | - | - | 7,868,877 |
| Other non current assets (Note 10) | 34,916 | - | - | - | 34,916 |
| Trade accounts receivable (Note 12) | 5,441,095 | 962,640 | (358,675) | (33,744) | 6,011,317 |
| Other current debtors (Note 12) | 27,866,356 | 68,459 | (2,962) | (496) | 27,931,356 |
| Stocks (Note 11) | 3,515,540 | 557 | (69,463) | - | 3,446,634 |
| Non current provisions | 3,079,824 | - | - | - | 3,079,824 |
| Current provisions | 1,155,107 | 616,367 | - | (116,182) | 1,655,291 |
| 48,961,714 | 1,648,023 | (431,100) | (150,422) | 50,028,214 |
As at 30 September 2013 and 31 December 2012 detail of other provisions was as follows:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Judicial claims | 1,813,614 | 1,792,273 |
| Others | 2,921,501 | 2,442,657 |
| 4,735,115 | 4,234,930 |
Impairment losses are deducted from the book value of the corresponding asset.
As at 30 September 2013 and 31 December 2012 the most important contingent liabilities referred to guarantees given and were made up as follows:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Guarantees given: | ||
| on VAT reimbursements | 5,120,096 | 4,988,723 |
| on tax claims | 4,103,393 | 4,126,605 |
| on municipal claims | 2,884,505 | 3,100,248 |
| Others | 12,314,346 | 12,837,588 |
Others include the following guarantees:
5,339,698 euro as at 30 September 2013 (5,658,660 euro as at 31 December 2012) of guarantees on construction works given to clients;
5,581,280 euro as at 30 September 2013 and as at 31 December 2012 of guarantees given concerning building permits in the Tourism business.
The Group has not registered provisions for the events/disagreements for which these guarantees were given since the Group believes that the above mentioned events will not result in a loss for the Group.
Balances and transactions with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | |||
|---|---|---|---|---|
| Transactions | 30 September | 30 September | 30 September | 30 September |
| 2013 | 2012 | 2013 | 2012 | |
| Parent company (a) | - | - | - | - |
| Associated companies | - | - | - | 14,193 |
| Other partners and Group companies (b) | 22,560,604 | 15,708,077 | 5,396,925 | 5,916,482 |
| 22,560,604 | 15,708,077 | 5,396,925 | 5,930,675 | |
| Interest income | Interest expenses | |||
| Transactions | 30 September 2013 |
30 September 2012 |
30 September 2013 |
30 September 2012 |
| Parent company (a) | - | - | - | - |
| Associated companies | 702,855 | 833,457 | 459,982 | - |
| Other partners and Group companies (b) | - | - | - | 106,958 |
| 702,855 | 833,457 | 459,982 | 106,958 | |
| Accounts receivable | Accounts payable | |||
| Balances | 30 September 2013 |
31 December 2012 |
30 September 2013 |
31 December 2012 |
| Parent company (a) | - | - | - | - |
| Associated companies | 692,538 | 1,101,343 | 5,517 | 4,932 |
| Other partners and Group companies (b) | 7,341,002 | 13,671,174 | 2,371,109 | 2,673,449 |
| 8,033,540 | 14,772,517 | 2,376,626 | 2,678,381 | |
| Loans obtained | Loans granted | |||
| Balances | 30 September 2013 |
31 December 2012 |
30 September 2013 |
31 December 2012 |
| Parent company (a) | - | - | - | - |
| Associated companies | - | - | 18,397,346 | 16,826,685 |
| Other partners and Group companies (b) | 2,123,550 | 2,153,861 | - | - |
| 2,123,550 | 2,153,861 | 18,397,346 | 16,826,685 |
a) The parent company is Efanor Investimentos, SGPS, SA;
b) Balances and transactions with Sonae, SGPS, SA and Sonae Indústria, SGPS, SA are included under Other partners in Group companies.
Income tax for the nine months periods ended 30 September 2013 and 2012 was made up as follows:
| 30 September 2013 | 30 September 2012 | |
|---|---|---|
| Current tax | 4,970,500 | 2,249,413 |
| Deferred tax | (515,696) | (453,533) |
| Taxation | 4,454,804 | 1,795,879 |
As at 30 September 2013 and 2012, the reconciliation of consolidated net profit can be analysed as follows:
| 30 September 2013 | 30 September 2012 | |
|---|---|---|
| Aggregate net profit | (4,049,943) | 7,384,962 |
| Harmonisation adjustments | (888,816) | (1,262,237) |
| Elimination of intragroup dividends | (16,419,321) | (5,188,146) |
| Share of gains/(losses) of associated undertakings | 3,671,861 | 4,896,810 |
| Elimination of intragroup capital gains/(losses) | (4,257) | - |
| Elimination of intragroup impairment | 3,792 | (6,036,841) |
| Adjustments of gains/(losses) on assets disposals | - | 3,003,042 |
| Adjustments of gains/(losses) of financial shareholdings sale | 3,530,490 | (729,091) |
| Others | - | (615) |
| Consolidated net profit for the year | (14,156,194) | 2,067,884 |
Earnings per share for the periods ended 30 September 2013 and 2012 were calculated taking into consideration the following amounts:
| 30 September 2013 | 30 September 2012 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings per share (Net profit for the period ) |
(14,455,259) | 2,237,698 |
| Net profit taken into consideration to calculate diluted earnings per share |
(14,455,259) | 2,237,698 |
| Number of shares | ||
| Weighted average number of shares used to calculated basic earnings per share |
247,652,318 | 249,587,930 |
| Weighted average number of shares used to calculated diluted earnings per share |
247,652,318 | 249,587,930 |
| Earnings per share (basic and diluted) | (0.058369) | 0.008966 |
In 30 September 2013 and 30 September and 31 December 2012, the following were identified as segments:
The contribution of the business segments to the income statement of the periods ended 30 September 2013 and 2012 can be detailed as follows:
| 30 September 2013 | ||||||
|---|---|---|---|---|---|---|
| Profit & Loss Account | Sales | Services rendered | Other operational income |
Total operational income |
Operational cash flow (EBITDA) |
|
| Resorts | 8,505,785 | 7,450,502 | 1,263,460 | 17,219,747 | 907,810 | |
| Hotels | 41,317 | 11,760,831 | 446,310 | 12,248,458 | (2,981,966) | |
| Fitness | 112,548 | 8,257,378 | 619,054 | 8,988,980 | 243,142 | |
| Other | - | 880,297 | 235,474 | 1,115,771 | 181,122 | |
| Intersegment Adjustments | (525) | (2,701,961) | (743,500) | (3,445,986) | 5,966 | |
| Sonae Turismo | 8,659,125 | 25,647,047 | 1,820,798 | 36,126,970 | (1,643,926) | |
| Energy | 10,111,447 | 106,103 | 262,657 | 10,480,207 | 2,541,225 | |
| Refrigeration and HVAC | 25,454,983 | 22,201,167 | 732,493 | 48,388,643 | 1,819,318 | |
| Real Estate Assets | 976,098 | 5,518,488 | 1,014,804 | 7,509,390 | 3,118,425 | |
| Financial Assets | 744 | 6,073,414 | 832,603 | 6,906,761 | 338,650 | |
| Intersegment Adjustments | - | - | - | - | - | |
| Total Other Assets | 976,842 | 11,591,902 | 1,847,407 | 14,416,151 | 3,457,075 | |
| Holding & Others | - | 4,199,269 | 91,451 | 4,290,720 | (1,807,921) | |
| Intersegment Adjustments | (1,584,146) | (9,636,531) | 996,592 | (10,224,085) | (27,099) | |
| Consolidated | 43,618,251 | 54,108,957 | 5,751,397 | 103,478,606 | 4,338,674 |
| 30 September 2012 | |||||
|---|---|---|---|---|---|
| Profit & Loss Account | Sales | Services rendered | Other operational income |
Total operational income |
Operational cash flow (EBITDA) |
| Resorts | 3,935,222 | 7,188,714 | 1,559,567 | 12,683,503 | (462,139) |
| Hotels | 47,548 | 9,925,332 | 881,933 | 10,854,813 | (4,230,454) |
| Fitness | 36,502 | 9,114,612 | 402,855 | 9,553,969 | (910,842) |
| Other | - | 1,348,029 | 327,120 | 1,675,149 | (30,618) |
| Intersegment Adjustments | (566) | (2,681,801) | (972,731) | (3,655,098) | (1,580) |
| Sonae Turismo | 4,018,706 | 24,894,886 | 2,198,744 | 31,112,336 | (5,635,633) |
| Energy | 9,296,488 | 463,117 | 412,100 | 10,171,705 | 2,356,843 |
| Refrigeration and HVAC | 26,049,898 | 13,726,163 | 314,660 | 40,090,721 | 111,433 |
| Real Estate Assets | 221,620 | 6,230,929 | 3,445,571 | 9,898,120 | 5,700,649 |
| Financial Assets | 52,644 | 6,168,354 | 451,326 | 6,672,324 | 150,854 |
| Intersegment Adjustments | - | - | - | - | - |
| Total Other Assets | 274,264 | 12,399,283 | 3,896,897 | 16,570,444 | 5,851,503 |
| Holding & Others | - | 3,505,835 | 407,395 | 3,913,230 | (860,500) |
| Intersegment Adjustments | (2,841,541) | (8,064,197) | 1,678,038 | (9,227,700) | 5,582 |
| Consolidated | 36,797,815 | 46,925,087 | 8,907,833 | 92,630,736 | 1,829,228 |
The contribution of the business segments to the Balance sheets as at 30 September 2013 and 31 December 2012 can be detailed as follows:
| 30 September 2013 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance Sheet | Fixed Assets Tangible and Intangible |
Investments | Other Assets | Total Assets | Total Liabilities |
Technical investment |
Gross Debt | Net Debt |
| Resorts | 107,113,531 | 162,390 | 158,607,344 | 265,883,265 | 160,947,761 | 457,160 | 19,182,376 | 19,055,584 |
| Hotels | 1,349,355 | 7,638 | 17,442,197 | 18,799,190 | 27,248,986 | 141,527 | - | (71,203) |
| Fitness | 9,584,859 | 20,066 | 2,008,565 | 11,613,490 | 18,697,548 | 304,149 | 1,370,176 | 1,234,895 |
| Other | 4,844 | 341,450 | 127,426,387 | 127,772,681 | 245,787,318 | - | - | (7,577) |
| Intersegment Adjustments | - | - | (141,200,277) | (141,200,277) | (147,619,316) | - | - | - |
| Sonae Turismo | 118,052,589 | 531,544 | 164,284,215 | 282,868,348 | 305,062,297 | 902,836 | 20,552,552 | 20,211,700 |
| Energy | 19,307,473 | 2,546 | 7,036,266 | 26,346,284 | 23,144,641 | 2,256,218 | 10,905,411 | 10,846,404 |
| Refrigeration and HVAC | 424,049 | - | 52,407,306 | 52,831,355 | 18,000,816 | 25,397 | 825,583 | 177,083 |
| Real Estate Assets | 108,117,618 | 21,132,297 | 108,578,780 | 237,828,695 | 162,308,133 | 958,577 | 19,841 | (2,284,213) |
| Financial Assets | 1,476,944 | 10,445,977 | 52,778,865 | 64,701,785 | 27,548,432 | 162,916 | 758,693 | 539,129 |
| Intersegment Adjustments | - | - | 4,265,038 | 4,265,038 | - | - | - | - |
| Total Other Assets | 109,594,561 31,578,274 | 165,622,683 | 306,795,518 | 189,856,565 | 1,121,493 | 778,534 | (1,745,084) | |
| Holding & Others | 453,401 19,994,993 | 415,170,997 | 435,619,391 | 251,483,947 | 108,818 | 222,562,936 | 221,891,966 | |
| Intersegment Adjustments | - | - (463,726,244) | (463,726,244) | (459,693,356) | - | - | - | |
| Consolidated | 247,832,072 52,107,357 | 340,795,223 | 640,734,651 | 327,854,911 | 4,414,762 | 255,625,016 | 251,382,070 |
| 31 December 2012 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance Sheet | Fixed Assets Tangible and Intangible |
Investments | Other Assets | Total Assets | Total Liabilities |
Technical investment |
Gross Debt | Net Debt |
| Resorts | 110,809,406 | 162,390 | 168,873,899 | 279,845,695 | 165,814,832 | 535,657 | 20,814,543 | 20,697,005 |
| Hotels | 2,131,901 | 7,638 | 21,182,410 | 23,321,949 | 31,558,815 | 159,574 | - | (118,405) |
| Fitness | 10,434,643 | 20,066 | 2,339,189 | 12,793,898 | 22,393,451 | 1,162,601 | 1,686,456 | 1,596,722 |
| Other | 5,946 | 341,450 | 137,595,825 | 137,943,221 | 245,193,579 | - | 17,575 | 3,508 |
| Intersegment Adjustments | - | - | (154,981,577) | (154,981,577) | (160,763,217) | - | - | - |
| Sonae Turismo | 123,381,897 | 531,544 | 175,009,745 | 298,923,187 | 304,197,460 | 1,857,832 | 22,518,574 | 22,178,831 |
| Energy | 18,363,784 | 2,546 | 6,189,031 | 24,555,361 | 21,811,393 | 8,632,381 | 9,154,806 | 9,137,748 |
| Refrigeration and HVAC | 566,282 | - | 54,027,362 | 54,593,644 | 20,256,144 | 397,830 | 5,651 | (501,072) |
| Real Estate Assets | 109,518,113 | 20,726,524 | 107,734,693 | 237,979,330 | 157,143,663 | 664,626 | 58,946 | (1,539,993) |
| Financial Assets | 1,662,998 | 4,447,050 | 51,084,792 | 57,194,840 | 26,694,523 | 156,437 | 54,771 | (345,778) |
| Intersegment Adjustments | - | - | - | - | - | - | - | - |
| Total Other Assets | 111,181,111 25,173,574 | 158,819,485 | 295,174,170 | 183,838,186 | 821,063 | 113,717 | (1,885,771) | |
| Holding & Others | 455,437 29,283,577 | 403,934,943 | 433,673,957 | 256,268,090 | 431,691 | 227,522,174 | 227,140,491 | |
| Intersegment Adjustments | - | - (449,506,019) | (449,506,019) | (452,914,074) | - | - | - | |
| Consolidated | 253,948,512 54,991,242 | 348,474,546 | 657,414,300 | 333,457,199 | 12,140,798 | 259,314,922 | 256,070,226 |
Net debt of the Holding can be analyzed as follows:
| 30 September 2013 | |
|---|---|
| Inflows | |
| Gross bank debt | 222,555,617 |
| Cash and cash equivalents | 666,486 |
| Net bank debt | 221,889,131 |
| Energy | - |
| Sistavac | - |
| SONAE Tourism | - |
| Other Assets | 42,595,400 |
| Intercompany ST Loans Obtained | 42,595,400 |
| Total Inflows | 264,484,531 |
| Outflows | |
| Energy | - |
| Sistavac | - |
| SONAE Tourism | 242,144,246 |
| Other Assets | 148,215,252 |
| Intercompany Loans Granted | 390,359,499 |
No significant events, requiring further disclosure, have occurred after 30 September 2013.
These consolidated financial statements were approved by the Board of Directors and authorized for issue on 20 November 2013.
INDIVIDUAL FINANCIAL STATEMENTS
30 SEPTEMBER 2013
(Translation of the individual financial statements originally issued in Portuguese)
| ASSETS | Notes | 30 September 2013 | 31 December 2012 | |
|---|---|---|---|---|
| NON CURRENT ASSETS: Tangible assets Investments Deferred tax assets Other non current assets |
Total Non Current Assets | 4 7 5 |
5,542 583,899,424 932,184 153,117,446 737,954,596 |
582,772,362 429,213 133,517,946 716,719,521 |
| CURRENT ASSETS: Other current assets Cash and cash equivalents TOTAL ASSETS |
Total Current Assets | 6 8 |
12,084,361 665,927 12,750,288 750,704,884 |
26,036,184 374,001 26,410,185 743,129,706 |
| EQUITY AND LIABILITIES | ||||
| EQUITY: Share Capital Own shares Legal reserve Other reserves Retained earnings Profit / (Loss) for the period TOTAL EQUITY |
9 9 10 10 |
250,000,000 (766,053) 8,307,376 287,715,325 - 11,965,162 557,221,810 |
250,000,000 (264,705) 8,307,376 288,710,416 - (995,091) 545,757,996 |
|
| LIABILITIES: NON CURRENT LIABILITIES: Bank loans Bonds Other non current liabilities Deferred tax liabilities |
Total Non Current Liabilities | 11 11 7 |
71,366,886 - 107,705 - 71,474,591 |
68,932,664 9,985,411 52,605 778 78,971,458 |
| CURRENT LIABILITIES Suppliers Bank loans Other creditors Other current liabilities |
Total Current Liabilities | 11 11 12 13 |
10,856 89,866,952 9,995,772 20,741,934 1,392,969 122,008,483 |
68,784 96,400,981 - 20,748,477 1,182,010 118,400,252 |
| TOTAL EQUITY AND LIABILITIES | 750,704,884 | 743,129,706 |
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)
| Notes | 30 September 2013 | 30 September 2012 | |
|---|---|---|---|
| Operational income Other operational income |
14,246 | 9,132 | |
| Total operational income | 14,246 | 9,132 | |
| Operational expenses External supplies and services |
14 | (1,159,690) | (717,157) |
| Staff costs | 15 | (615,931) | (388,661) |
| Depreciation and amortisation | (1,458) | - | |
| Other operational expenses | (61,675) | (74) | |
| Total operational expenses | (1,838,754) | (1,105,892) | |
| Operational profit/(loss) | (1,824,508) | (1,096,760) | |
| Financial income | 16 | 7,069,062 | 8,770,567 |
| Financial expenses | 16 | (7,259,190) | (7,712,274) |
| Net financial income/(expenses) | (190,128) | 1,058,293 | |
| Investment income | 16 | 13,482,306 | 382,921 |
| Profit/(loss) before taxation | 11,467,670 | 344,454 | |
| Taxation | 17 | 497,492 | 2,419 |
| Profit/(loss) for the period | 11,965,162 | 346,873 | |
| Profit/(loss) per share Basic and diluted |
18 | 0.048314 | 0.001390 |
| Sonae Capital, SGPS, SA | Report and Accounts 30 September 2013 |
(Translation of the individual financial statements originally issued in Portuguese)
(Amounts expressed in euro)
| t h Quarter 2013 3 (Unaudited) |
t h Quarter 2012 3 (Unaudited) |
|
|---|---|---|
| Operational income: | ||
| Other operational income | 6,641 | 6,427 |
| Total operational income | 6,641 | 6,427 |
| Operational expenses: | ||
| External supplies and services | (692,570) | (525,578) |
| Staff costs | (225,186) | (210,292) |
| Depreciation and amortisation Other operational expenses |
(875) (36,727) |
- (67) |
| Total operational expenses | (955,357) | (735,937) |
| Operational profit/(loss) | (948,716) | (729,510) |
| Financial income | 2,510,101 | 2,733,563 |
| Financial expenses | (2,592,385) | (2,628,207) |
| Net financial income/(expenses) | (82,284) | 105,356 |
| Investment income | 369,180 | (0) |
| Profit/(loss) before taxation | (661,820) | (624,154) |
| Taxation | 255,654 | 157,200 |
| Profit/(loss) for the period | (406,166) | (466,954) |
| Profit/(loss) per share | ||
| Basic and diluted | (0.001640) | (0.001871) |
| The Board of Directors | ||
| Sonae Capital, SGPS, SA | Report and Accounts 30 September 2013 |
(Amounts expressed in euro)
| 30 September 2013 | 30 September 2012 | ||
|---|---|---|---|
| Net profit for the period | 11,965,162 | 346,873 | |
| 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 | 11,965,162 | 346,873 | |
| The accompanying notes are an integral part of these financial statements | |||
| The Board of Directors | |||
| Sonae Capital, SGPS, SA | Report and Accounts 30 September 2013 |
(Translation of the individual financial statements originally issued in Portuguese)
| (Amounts expressed in euro) | ||
|---|---|---|
| t h Quarter 2013 3 (Unaudited) |
t h Quarter 2012 3 (Unaudited) |
|
| Net profit for the period | (406,166) | (466,954) |
| 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 | (406,166) | (466,954) |
The accompanying notes are part of these financial statements
INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY
(Translation of the individual financial statements originally issued in Portuguese)
| Share Capital |
Own Shares |
Legal Reserve |
Fair Value Reserve |
Hedging Reserve |
Other Reserves |
Retained Earnings |
Sub total | Net profit / (loss) |
Total Equity | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at 1 January 2012 | 250,000,000 | (36,144) | 8,307,376 | - | - 289,628,622 | - | 297,935,998 | (918,206) | 546,981,648 | |
| Total comprehensive income for the period | - | - | - | - | - | - | - | - | 346,873 | 346,873 |
| Appropriation of profits: Transfer to legal reserve and retained earnings Dividends distributed Acquisition/(disposal) of own shares |
- - - |
- - (64,856) |
- - - |
- - - |
- - - |
(918,206) - - |
- - - |
(918,206) - - |
918,206 - - |
- - (64,856) |
| Others | - | - | - | - | - | - | - | - | - | - |
| Balance as at 30 September 2012 | 250,000,000 | (101,000) | 8,307,376 | - | - 288,710,416 | - | 297,017,792 | 346,873 | 547,263,665 | |
| 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 | - | - | - | - | - | - | - | - | 11,965,162 | 11,965,162 |
| Appropriation of profits: Transfer to legal reserve and retained earnings Dividends distributed Acquisition/(disposal) of own shares |
- - - |
- - (501,348) |
- - - |
- - - |
- - - |
(995,091) - - |
- - - |
(995,091) - - |
995,091 - - |
- - (501,348) |
| Others | - | - | - | - | - | - | - | - | - | - |
| Balance as at 30 September 2013 | 250,000,000 | (766,053) | 8,307,376 | - | - 287,715,325 | - | 296,022,701 | 11,965,162 | 557,221,810 | |
| The accompanying notes are an integral part of these financial statements | The Board of Directors | |||||||||
| Sonae Capital, SGPS, SA | Report and Accounts | 30 September 2013 | 55 |
(Translation of the individual financial statements originally issued in Portuguese)
| 30 September 2013 | 30 September 2012 | ||
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Cash paid to trade creditors | 1,219,298 | 1,850,956 | |
| Cash paid to employees | 552,464 | 446,506 | |
| Cash flow generated by operations | (1,771,762) | (2,297,462) | |
| Income taxes (paid)/received | (175,402) | (264,965) | |
| Other cash receipts/(payments) relating to operating activities | (660,495) | (25,643) | |
| Net c as h flow from operat ing ac t ivit ies [ 1] |
(2,256,855) | (2,058,140) | |
| INVESTMENT ACTIVITIES | |||
| Cash receipts arising from: | |||
| Interest and similar income | 8,962,910 | 10,763,917 | |
| Dividends | 12,355,245 | 382,921 | |
| Loans obtained | 12,543,787 | - | |
| 33,861,942 | 11,146,838 | ||
| Cash payments arising from: | |||
| Tangible assets | 7,000 | - | |
| Loans granted | 19,599,500 | 29,477,446 | |
| 19,606,500 | 29,477,446 | ||
| Net c as h flow from inves t ment ac t ivit ies [ 2] |
14,255,442 | (18,330,608) | |
| FINANCING ACTIVITIES | |||
| Cash receipts arising from: | |||
| Loans obtained | 19,600,000 | 48,082,000 | |
| 19,600,000 | 48,082,000 | ||
| Cash Payments arising from: | |||
| Interest and similar costs | 7,316,483 | 7,554,663 | |
| Acquisition of own shares | 501,348 | 64,857 | |
| Loans obtained | 23,804,800 | 20,300,000 | |
| 31,622,631 | 27,919,520 | ||
| Net c as h flow from financ ing ac t ivit ies [ 3] |
(12,022,631) | 20,162,480 | |
| Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] | (24,044) | (226,268) | |
| Cash and cash equivalents at the beginning of the period | 8 | 373,019 | 350,634 |
| Cash and cash equivalents at the end of the period | 8 | 348,975 | 124,366 |
The accompanying notes are an integral part of these financial statements
| (Amounts expressed in euro) | ||
|---|---|---|
| t h Quarter 2013 3 (Unaudited) |
t h Quarter 2012 3 (Unaudited) |
|
| OPERATING ACTIVITIES | ||
| Cash paid to trade creditors Cash paid to employees |
713,694 195,863 |
87,644 128,584 |
| Cash flow generated by operations | (909,557) | (216,228) |
| Income taxes (paid)/received | (175,912) | (282,546) |
| Other cash receipts/(payments) relating to operating activities | (232,259) | 19,355 |
| Net c as h flow from operat ing ac t ivit ies [ 1] |
(965,904) | 85,673 |
| INVESTMENT ACTIVITIES | ||
| Cash receipts arising from: Interest and similar income Dividends |
3,911,725 - |
5,562,927 - |
| Loans granted | 12,543,787 | - |
| 16,455,512 | 5,562,927 | |
| Cash payments arising from: Investments |
- | - |
| Tangible assets | - | - |
| Loans granted | 6,399,300 | (5,433,700) |
| 6,399,300 | (5,433,700) | |
| Net c as h flow from inves t ment ac t ivit ies [ 2] |
10,056,212 | 10,996,627 |
| FINANCING ACTIVITIES | ||
| Cash receipts arising from: | ||
| Loans obtained | 2,400,000 | 1,350,000 |
| 2,400,000 | 1,350,000 | |
| Cash Payments arising from: Interest and similar costs |
2,818,081 | 3,107,338 |
| Acquisition of own shares | 240,668 | 1,930 |
| Loans obtained | 8,318,300 | 9,500,000 |
| 11,377,049 | 12,609,268 | |
| Net c as h from financ ing ac t ivit ies [ 3] |
(8,977,049) | (11,259,268) |
| Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] | 113,259 | (176,968) |
| Cash and cash equivalents at the beginning of the period | 105,317 | 301,335 |
| Cash and cash equivalents at the end of the period | 348,975 | 124,366 |
(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 31 December 2012.
Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accompanying financial statements have been prepared from the books and accounting records on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.
During the period there were no changes in accounting policies or prior period errors.
As at 30 September 2013 and 31 December 2012 Investments are detailed as follows:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Investments in affiliated and associated undertakings | 584,195,526 | 584,195,526 |
| Investments in other companies | ||
| Sonae RE - (0,04%) | 1,200 | 1,200 |
| Fundo Invest. Imob. Imosonae Dois - (0,001%) | 2,546 | 2,546 |
| 584,199,272 | 584,199,272 | |
| Impairment | (299,849) | (1,426,910) |
| 583,899,424 | 582,772,362 |
As at 30 September 2013 and 31 December 2012, the detail of Investments in Affiliated and Associated Companies is as shown in the table below.
| 30 September 2013 | 31 December 2012 | |||||
|---|---|---|---|---|---|---|
| Company | % Held | Book Value | Fair Value | % Held | Book Value | Fair Value |
| Reserve | 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, based on external valuations of the real estate of group companies, to assess the fair value of such investments. Following this analysis, 1,127,061 euro, regarding an impairment accounted for in 2012 for the company Fund Esp.Inv.imob WTC, was reverted in the period.
As at 30 September 2013 and 31 December 2012 Other Non-Current Assets are detailed as follows:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Loans granted to group companies: | ||
| SC, SGPS, SA | 121,129,243 | 111,341,743 |
| SC Assets, SGPS, SA | 31,988,203 | 22,176,203 |
| 153,117,446 | 133,517,946 |
These assets were not due or impaired as at 30 September 2013. The fair value of loans granted to Group companies is basically the same as their book value.
Loans to group companies interest at market rates and are repayable within a period exceeding one year.
As at 30 September 2013 and 31 December 2012 Other Current Assets can be detailed as follows:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Group companies - Short term loans: | ||
| SC, SGPS, SA | 6,138,881 | 20,450,367 |
| SC Assets SGPS, SA | 2,022,830.00 | 255,130 |
| Suppliers | - | 5,213 |
| Income tax withheld | 530 | 189,194 |
| Other Debtors | 2,219 | 5,500 |
| Accrued income | 3,212,969 | 5,107,967 |
| Deferred costs | 706,932 | 22,812 |
| 12,084,361 | 26,036,184 |
Loans granted to group companies bear interest at market rates and are repayable within one year.
Sonae Capital, SGPS, SA Report and Accounts 60
Deferred tax assets and liabilities as at 30 September 2013 and 31 December 2012 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | ||||
|---|---|---|---|---|---|
| 30 September 2013 31 December 2012 | 30 September 2013 | 31 December 2012 | |||
| Tax losses carried forward | 932,184 | 429,213 | - | - | |
| Others | - | - | - | 778 |
During the periods ended 30 September 2013 and 31 December 2012, movements in Deferred taxes are as follows:
| Deferred tax assets | Deferred tax liabilities | ||||
|---|---|---|---|---|---|
| 30 September 2013 | 31 December 2012 | 30 September 2013 | 31 December 2012 | ||
| Opening balance | 429,213 | 451,247 | 778 | 11,699 | |
| Effect in results ( Nota 17): | |||||
| Tax losses carried forward | 502,971 | (22,034) | - | - | |
| Others | - | - | (778) | (10,921) | |
| 932,184 | 429,213 | - | 778 | ||
| Effect in reserves: | - | - | - | - | |
| Closing balance | 932,184 | 429,213 | - | 778 |
As at 30 September 2013 and 31 December 2012 Cash and Cash Equivalents can be detailed as follows:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Cash | 1,004 | 1,004 |
| Bank deposits | 664,924 | 372,997 |
| Cash and cash equivalents in the balance sheet | 665,927 | 374,001 |
| Bank overdrafts | 316,952 | 981 |
| Cash and cash equivalents in the cash flow statement | 348,975 | 373,019 |
As at 30 September 2013 Share Capital consisted of 250,000,000 ordinary shares of 1 euro each.
In 2013, Sonae Capital SGPS, S.A. bought 2,426,952 own shares on the stock market, representing 0.9708% of its share capital, for a total consideration of 501,348 euro. As at 30 September 2013, the total of own shares bought by the company is 4,027,262, representing 1.6109% of its share capital.
As at 30 September 2013, and 31 December 2012 the caption Other Reserves can be detailed as follows:
| 30 September 2013 | 31 December 2012 | ||
|---|---|---|---|
| Free reserves | 154,311,019 | 155,807,458 | |
| Demerger reserve | 132,638,252 | 132,638,252 | |
| Own shares reserve | 766,053 | 264,705 | |
| 287,715,325 | 288,710,416 |
The demerger reserve (Note 1), corresponds to the difference between the book value of the shareholding in SC, SGPS, SA (382,638,252 euro) which was spun off from Sonae, SGPS, SA to the Company, and the value of the share capital of the Company (250,000,000 euro). This reserve, which has a treatment similar to that of a Legal Reserve, according to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.
Legal Reserve: According to the Company Law, at least 5% of the annual net profit must be transferred to the legal reserve until it represents 20% of share capital. This reserve cannot be distributed to shareholders, unless the company is liquidated, but can be used to cover prior year losses, once other reserves have been used fully, or for capital increases. As at 30 September 2013 the value of this caption is 8,307,376 euro.
As at 30 September 2013 and 31 December 2012 this caption included the following loans:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Bank loans - Commercial paper | 47,900,000 | 38,250,000 |
| Bank loans - Term loan | 24,000,000 | 31,000,000 |
| Up-front fees not yet charged to income statement | (533,114) | (317,336) |
| Bank loans - non current | 71,366,886 | 68,932,664 |
| Nominal value of bonds | - | 10,000,000 |
| Up-front fees not yet charged to income statement | - | (14,589) |
| Bond Loans | - | 9,985,411 |
| Non-current loans | 71,366,886 | 78,918,075 |
| Bank loans - Commercial paper | 82,550,000 | 94,400,000 |
| Bank loans - Term loan | 7,000,000 | 2,000,000 |
| Bond Loans | 10,000,000 | - |
| Up-front fees not yet charged to income statement | (4,228) | - |
| Bank overdrafts | 316,952 | 981 |
| Current bank loans | 99,862,725 | 96,400,981 |
The caption Non-Current Bank Loans relates to amounts issued detailed as follows:
The bank loans mentioned above bear interest at market rates, indexed to the Euribor of each issue period.
The average interest rate of these bond loans as at 30 September 2013 was 4.441%.
The caption Current Bank Loans relates to amounts issued, detailed as follows:
The above loans are not guaranteed, and their fair value is considered to be close to their book value, in view of the fact that interest payable on them is at variable market rates.
There are no Derivatives.
As at 30 September 2013 and 31 December 2012, these captions were made up as follows:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Other creditors | ||
| Group companies - Short term loans: | ||
| Spred, SGPS, SA | 20,741,800 | 20,746,600 |
| Other creditors | 135 | 1,877 |
| 20,741,934 | 20,748,477 |
Loans obtained from group companies bear interest at market rates and are repayable within one year.
As at 30 September 2013 and 31 December 2012, these captions were made up as follows:
| 30 September 2013 | 31 December 2012 | |
|---|---|---|
| Other current liabilities | ||
| Taxes payable | 30,497 | 140,913 |
| Accruals: | ||
| Staff costs | 301,812 | 235,216 |
| Interest payable | 887,056 | 637,782 |
| Other accruals | 172,842 | 164,029 |
| Deferred income | 761 | 4,070 |
| 1,392,969 | 1,182,010 |
As at 30 September 2013 and 30 September 2012, External Supplies and Services can be detailed as follows:
| 30 September 2013 | 30 September 2012 | |
|---|---|---|
| Operational rents | 27,132 | 26,257 |
| Insurance costs | 36,067 | 37,569 |
| Travelling expenses | 18,967 | 14,712 |
| Services obtained | 1,051,954 | 628,041 |
| Other services | 25,569 | 10,577 |
| 1,159,690 | 717,157 |
As at 30 September 2013 and 30 September 2012, Staff Costs are made up as follows:
| 30 September 2013 | 30 September 2012 | |
|---|---|---|
| Governing bodies' remunerations | 548,573 | 335,942 |
| Social security contributions | 32,816 | 36,264 |
| Other staff costs | 34,542 | 16,454 |
| 615,931 | 388,661 |
30 September 2013
As at 30 September 2013 and 30 September 2012, Net Financial Expenses and Investment Income can be detailed as follows:
| 30 September 2013 | 30 September 2012 | |
|---|---|---|
| Interest payable and similar expenses | ||
| Interest arising from: | ||
| Bank loans | (5,507,887) | (4,679,029) |
| Bonds | (359,333) | (887,664) |
| Other | (58,603) | (284,231) |
| Other financial expenses | (1,333,367) | (1,861,349) |
| (7,259,190) | (7,712,274) | |
| Interest receivable and similar income | ||
| Interest income | 7,069,062 | 8,770,567 |
| 7,069,062 | 8,770,567 | |
| Net financial expenses | (190,128) | 1,058,293 |
| Reversal of Impairment losses (Note 4.1) | 1,127,061 | - |
| Dividends received | 12,355,245 | 382,921 |
| Investment income | 13,482,306 | 382,921 |
As at 30 September 2013, the amount of dividends received from affiliated companies was as follows:
| SC ASSETS, SGPS, SA | 2,221,944 |
|---|---|
| SC, SGPS, SA | 9,500,000 |
| SPRED, SGPS, SA | 633,300 |
| 12,355,245 |
| As at 30 September 2013 and 30 September 2012, Taxation is made up as follows: | ||
|---|---|---|
| 30 September 2013 | 30 September 2012 | |
| Current tax | (6,258) | (7,163) |
| Deferred tax | 503,750 | 9,582 |
| 497,492 | 2,419 |
Earnings per share for the three months periods ended 30 September 2013 and 2012 were calculated taking into consideration the following amounts:
| 30 September 2013 | 30 September 2012 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic | ||
| earnings per share (Net profit for the period ) | 11,965,162 | 346,873 |
| Effect of dilutive potential shares | - | - |
| Net profit taken into consideration to calculate | ||
| diluted earnings per share | 11,965,162 | 346,873 |
| Number of shares | ||
| Weighted average number of shares used to calculate | ||
| basic earnings per share | 247,652,318 | 249,598,250 |
| Weighted average number of shares used to calculate | ||
| diluted earnings per share | 247,652,318 | 249,598,250 |
| Earnings per share (basic and diluted) | 0.048314 | 0.001390 |
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 September 2013 shareholders' loan contracts were entered into with the companies SC, SGPS, SA and SC Assets, SGPS, SA.
In the period ended 30 September 2013 short-term loan contracts were entered into with the company Spred SGPS, SA.
As at 30 September 2013 amounts due by affiliated companies can be summarized as follows:
Loans and Short term loans granted
| Companies | Closing Balance |
|---|---|
| SC, SGPS, SA | 127,268,124 |
| SC Assets, SGPS, SA | 34,011,033 |
| 161,279,157 |
As at 30 September 2013 amounts due to affiliated companies can be summarized as follows:
Short term loans obtained
| Companies | Closing Balance |
|---|---|
| Spred, SGPS, SA | 20,741,800 |
| 20,741,800 |
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 20 November 2013.
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