Quarterly Report • May 30, 2014
Quarterly Report
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31 MARCH 2014
Portugal www.sonaecapital.pt Fiscal Nr. 508 276 756
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
| | REPORT OF THE BOARD OF DIRECTORS | 3 |
|---|---|---|
| 0. CEO MESSAGE |
4 | |
| 1. HIGHLIGHTS |
5 | |
| 2. OVERALL PERFORMANCE |
6 | |
| 3. SEGMENT PERFORMANCE |
9 | |
| 4. CORPORATE INFORMATION |
14 | |
| 5. METHODOLOGICAL NOTES AND GLOSSARY |
15 | |
| | CONSOLIDATED FINANCIAL STATEMENTS | 17 |
| | INDIVIDUAL FINANCIAL STATEMENTS | 53 |
31 MARCH 2014
Throughout 2013, Sonae Capital Group developed a deeply strategic analysis in order to setup current positioning, strategic guidelines and future options. As such and as we have already published, the Group's Vision and Mission were clearly defined, based in 4 strategic pillars: (i) grow with profitability; (ii) focus in international expansion; (iii) privilege capital light strategies or with short term payback and guaranteed revenues; and (iv) design the portfolio to ensure the coexistence of different businesses' stages in diverse sectors.
2014 will be the first year fully dedicated to the implementation and materialization of the defined strategy. Besides growing the strategic businesses, we will be focused in releasing capital trom the current non-strategic businesses in order to support new investment opportunities and enhance the growth of the Group's portfolio.
In this context, during the 1Q14 we significantly strengthened the investment in the Energy sector, namely, in Cogeneration. The acquisition of 10 new Cogeneration operations allowed us to triple the installed capacity and, at the same time, ensure more stability and sustainability to the operational profitability and cash flow.
Concerning 1Q14 Consolidated Results, Sonae Capital maintained the positive evolution observed in previous quarters, with important increases in Turnover (+52%) and EBITDA (+61%). Tourism segment, supported in Troia Real Estate sales, increased revenues more than two times, which has also accounted for with an important contribution from Fitness segment that once again registered a significant increase in the number of active members. The Energy business, despite considering only one month of the new cogenerations units, increased both Turnover and EBITDA 117% and 70% respectively. Regarding Refrigeration and HVAC business, it should be noted the increased business' backlog, both in Portugal and in international operations, foreseeing a recovery in Turnover and EBITDA. We maintain our focus in obtaining liquidity from non-strategic assets; during 1Q14, Turnover allocated to such assets amounted to 0.95M€, which compares to 0.8M€ in 1Q13, in a comparable basis.
As a result of the operating performance achieved in 1Q14 and notwithstanding the acquisition of the new cogeneration operations, Net Debt has marginally decreased to 245.6 million euro. Excluding Debt growth allocated to the Energy business, Net Debt has revealed, once again, a downward trend and demonstrates our commitment and focus on continuing the implementation of the corporate strategy defined at the end of 2013.
Cláudia Azevedo
1Q14 RESULTS CONFIRMS THE POSITIVE OPERATIONAL AND FINANCIAL INDICATORS TREND EVOLUTION...
... Consolidated TURNOVER GREW 52%, driven by:
… Consolidated EBITDA1 , excluding Guaranteed Income Provisions, amounted to 1.31M.€, a significant improvement of 2.2M.€ compared to 1Q13:
… Consolidated NET PROFIT (-5.23M.€) improved significantly by 1.2M.€ when compared to 1Q13.
… POSITIVE 0.36M.€ FREE CASH FLOW in 1Q14, even considering the acquisition of the new Energy operations (net impact of 4.2M.€).
NET DEBT WAS MAINTAINED UNDER CONTROL, decreasing to 245.6M.€ despite the acquisition of the cogeneration units. Particularly relevant, when excluding the Debt allocated to the Energy segment, Net Debt decreased to 226.4M.€ (a 3.7M.€ reduction), as the commitment assumed by the Group to reduce its financial leverage.
1 EBITDA excluding the estimated present value of potential costs for the full period of the Guaranteed Income in real estate sales at troiaresort
The financial and operating performance during 1Q14 was globally positive, with positive evolutions across all major financial KPI's, namely 52.3% in Turnover, 61.2% in EBITDA and 18.7% in Net Profit. The performance at the Debt level was also positive, reducing 0.4M.€ in the quarter despite the acquisition of the new Energy operations which impacted FCF in 4.2M.€ (Net Debt reduced 3.7M.€ excluding the Energy segment).
| 2.1. CONSOLIDATED PROFIT AND LOSS | ||
|---|---|---|
| Consolidated Profit and Loss | Consolidated Turnover reached 37.4M.€ |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Million euro | |||||||||
| 3M 2014 | 3M 2013 | D 14/13 | representing a 52.3% growth over the |
||||||
| Total Operational Income | 38,45 | 26,25 | +46,5% | comparable period, with significant |
|||||
| Turnover | 37,41 | 24,57 | +52,3% | ||||||
| Tourism | 16,92 | 6,32 | >100% | contributions from the real estate sales but | |||||
| Resorts | 12,09 | 1,77 | >100% | also with an important contribution from the | |||||
| Hospitality Fitness |
1,46 3,37 |
1,76 2,79 |
-17,1% +20,8% |
||||||
| Energy | 7,09 | 3,27 | >100% | Fitness segment (+20.8%) and the Energy |
|||||
| Refrigeration & HVAC | 12,42 | 13,39 | -7,2% | business. The Refrigeration, HVAC and |
|||||
| Outhers & Eliminations | 0,98 | 1,59 | -38,4% | ||||||
| Other Operational Income | 1,04 | 1,68 | -38,1% | Maintenance business registered a 15% |
|||||
| EBITDA excluding Guaranteed Income Provisions | 1,31 | -0,89 | - | backlog increase when compared to the | |||||
| Tourism | -0,03 | -2,56 | +98,8% | ||||||
| Resorts Hospitality |
2,17 -2,45 |
-0,37 -2,36 |
- -3,9% |
previous quarter but it has posted a 7.2% | |||||
| Fitness | 0,31 | 0,15 | >100% | ||||||
| Energy | 1,45 | 0,85 | +69,6% | turnover decrease compared to last year | |||||
| Refrigeration & HVAC | -0,48 | 0,11 | - | driven by lower international activity and the | |||||
| Outhers & Eliminations | 0,37 | 0,70 | -47,5% | ||||||
| Provisions for Guaranteed Income | -1,65 | 0,00 | - | delay in the launch of some projects. |
|||||
| EBITDA | -0,35 | -0,89 | +61,2% | Regarding the segment "Others", the negative | |||||
| Amortization & Depreciation Provisions & Impairment Losses |
-3,28 -0,01 |
-3,38 -0,07 |
+3,0% +78,5% |
variation of 38.4% corresponds to the |
|||||
| EBIT | -3,64 | -4,13 | +11,8% | contribution of the discontinued operations | |||||
| -18,6% | |||||||||
| Net Financial Expenses Investment Income and Results from Assoc. |
-2,91 | -2,45 | (mainly healthcare). Excluding this effect, on | ||||||
| Undertakings | 1,73 | 1,58 | +9,6% | a comparable basis, this segment would have | |||||
| EBT | -4,82 | -5,00 | +3,7% | ||||||
| Taxation | -0,41 | -1,43 | +71,3% | increased 18.0%. | |||||
| Net Profit | -5,23 | -6,43 | +18,7% | ||||||
| Attributable to Equity Holders of Sonae Capital Attributable to Non-Controlling Interests |
-5,00 -0,23 |
-6,25 -0,18 |
+20,1% -25,8% |
||||||
| * EBITDA excluding t he est imat ed present value of pot ent ial cost s for t he period of t he Guarant eed | |||||||||
| Income from real est at e sales at troiar esort |
|||||||||
| Consolidated EBITDA | in 1Q14, excluding Guaranteed Income Provisions, amounted to 1.31M.€, | ||||||||
| registering a significant growth of 2.2M.€ |
and | showing important increases across different |
|||||||
| segments: (i) Tourism segment presented an EBITDA roughly neutral, due to important and growing | |||||||||
| contributions from Resorts (+2.54M.€) and Fitness (+0.16M.€) segments driven by the increase in real | |||||||||
| estate sales in troiaresort and the increase in the number of active members, respectively, despite | |||||||||
| the negative evolution in Hospitality, penalized by the Easter seasonality, that occurred in the | |||||||||
| second quarter in 2014; (ii) Energy business reached an EBITDA of 1.45M.€ achieving a growth of | |||||||||
| 69.6% including only one month of the new Cogeneration operations. Excluding this impact, the |
EBITDA of the Energy segment would have been of 0.96M.€, an increase of 13% over the comparable period; and (iii) the Refrigeration and HVAC segment posted an EBITDA decrease to negative 0.48M.€ following the turnover decrease.
Consolidated EBITDA in 1Q14 including, for conservative reasons, the estimated present value of the potential costs for the full period of the Guaranteed Income in real estate sales at troiaresort, reached negative 0.35M.€, showing a significant increase of 61.2% compared to 1Q13.
Net profit in 1Q14 was negative 5.23M.€, 18.7% or 1.2M.€ above 1Q13. EBITDA and Investment Income and Results from Associated Undertakings (including the new cogeneration operations which are not fully consolidate) improvement, more than offset the lower net financial results which, nevertheless discloses a better performance when compared to the last two quarters as a result of the continued Net Debt decline.
Amongst the contributions to the net profit it should be highlighted the 9.6% growth in Results from Associated Undertakings / Investment mostly due to the contribution of Norscut and the two of the ten new Cogeneration operations where the Group does not hold a majority shareholding.
Capex (excluding the investment related to the acquisition of the new Cogeneration operations) amounted to 1.39M.€ in 1Q14, corresponding to a Capex/Sales ratio of 3.7%, below the 5.0% recorded in FY13 (or 4.8% in 1Q13). The bulk of Capex is mostly driven by the Resorts and Hospitality segments, the latter related to the opening of new concept Hotel in Oporto, a partnership with "Escola de Hotelaria e Turismo do Porto". Regarding the Energy business, Capex was mainly driven by the launch of Martim Longo operation (Photovoltaic - 2MW).
| 1Q13 (M€) | Capex/Sales (1Q13) |
1Q14 (M€) | Capex/Sales (1Q14) |
|
|---|---|---|---|---|
| Tourism | 0.12 | 2.0% | 0.65 | 3.9% |
| Energy | 0.87 | 26.7% | 0.40 | 5.6% |
| Refrigeration and HVAC | 0.07 | 0.5% | 0.08 | 0.6% |
| Other Assets | 0.11 | 0.26 | ||
| Capex | 1.18 | 4.8% | 1.39 | 3.7% |
| Consolidated Balance Sheet | ||||
|---|---|---|---|---|
| Million euro | 3M 2014 | 2013 | D Mar14/Dec13 | |
| Total Assets | 648,5 | 633,4 | +2,4% | |
| Tangible and Intangible Assets | 249,3 | 246,3 | +1,2% | |
| Goodwill | 61,0 | 61,0 | +0,0% | |
| Non-Current Investments | 54,1 | 52,0 | +4,1% | |
| Other Non-Current Assets | 46,6 | 45,8 | +1,9% | |
| Stocks | 172,0 | 178,9 | -3,9% | |
| Trade Debtors and Other Current Assets | 52,0 | 46,5 | +12,0% | |
| Cash and Cash Equivalents | 13,4 | 3,0 | >100% | |
| Total Equity | 308,0 | 313,2 | -1,7% | |
| Total Equity attributable to Equity Holders of Sonae Capital |
298,5 | 304,3 | -1,9% | |
| Total Equity attributable to Non-Controlling Interests |
9,5 | 8,9 | +7,2% | |
| Total Liabilities | 340,6 | 320,3 | +6,3% | |
| Non-Current Liabilities | 182,9 | 171,9 | +6,4% | |
| Non-Current Borrowings | 163,9 | 153,0 | +7,2% | |
| Deferred Tax Liabilities | 12,8 | 12,6 | +2,0% | |
| Other Non-Current Liabilities | 6,2 | 6,3 | -2,2% | |
| Current Liabilities | 157,6 | 148,4 | +6,2% | |
| Current Borrowings | 95,1 | 96,1 | -0,9% | |
| Trade Creditors and Other Current Liabilities | 62,5 | 52,3 | +19,4% | |
| Total Equity and Liabilities | 648,5 | 633,4 | +2,4% |
At the end of 1Q14, Net Debt amounted to 245.6M.€, slightly below the YE13 figure, despite the acquisition of the new cogeneration operations. Excluding debt allocated to the Energy business, Net Debt amounted to 226.4M.€ and registered a 3.7M.€ decrease compared to the end of 2013, highlighting the effort and the commitment to reduce financial leverage.
| Profit and Loss Account Million euro |
|||
|---|---|---|---|
| Tourism | 3M 2014 | 3M 2013 | D 14/13 |
| Total Operational Income | 15,38 | 5,26 | >100% |
| Turnover | 16,92 | 6,32 | >100% |
| Resorts Hospitality Fitness |
12,09 1,46 3,37 |
1,77 1,76 2,79 |
>100% -17,1% +20,8% |
| Other Operational Income | -1,54 | -1,07 | -45,0% |
| Total Operational Costs | -15,41 | -7,81 | -97,2% |
| Cost of Goods Sold Change in Stocks of Finished Goods External Supplies and Services Staff Costs Other Operational Expenses |
-0,32 -5,96 -5,91 -2,87 -0,34 |
-0,29 -0,61 -3,73 -2,83 -0,35 |
-11,6% <-100% -58,5% -1,3% +2,5% |
| EBITDA excluding Guaranteed Income Provisions | -0,03 | -2,56 | +98,8% |
| Resorts Hospitality Fitness |
2,17 -2,45 0,31 |
-0,37 -2,36 0,15 |
- -3,9% >100% |
| Provisions for Guaranteed Income | -1,65 | 0,00 | - |
| EBITDA | -1,68 | -2,56 | +34,1% |
| Capex EBITDA-Capex |
0,65 -2,34 |
0,12 -2,68 |
>100% +12,9% |
| * EBITDA excluding t he est imat ed present value of pot ent ial cost s for t he period of t he Guarant eed Income from real est at e sales at troiar esort |
Sonae Turismo's Turnover in 1Q14 amounted to 16.92M.€, showing a significant increase of 168% compared to 1Q13, with a very strong contribution from troiaresort's real estate deeds and a 21% growth in the Fitness segment.
EBITDA, excluding Guaranteed Income provisions, was roughly neutral, registering a growth of 2.59M.€ when compared to 1Q13, reflecting a positive trend in all business segments except for Hospitality, in consequence of the seasonality between 1Q and 2Q of the Easter calendar. Total EBITDA amounted to negative 1.68M.€, registering an increase of 34%.
Capex, although higher than in 1Q13, remained at low levels, contributing to the improvement in operating cash flow (EBITDA-Capex).
The 1Q14 maintained a commercial dynamism in line with the previous quarter, having been celebrated 21 deeds form the troiaresort residential units (compared to 2 in 1Q13, 16 in the 4Q13 and 39 throughout the year 2013), 8 promissory purchase agreements and reservations agreements (with advance payment) for additional 8 units. As at 31st March 2014, 288 sales deeds on residential units in troiaresort had been signed.
As result of the large number of deeds, turnover reached 12.09M.€, 6.8 times higher than in 1Q13 and accordingly EBITDA, excluding Guaranteed Income Provisions, reached 2.17M.€, representing an increase of 2.54M.€. For prudence and following the traditional conservative approach that should govern the accounting principles, it is accounted as provisions at the time of the sale, the present value of potential costs for the period of the Guaranteed Income from troiaresort real estate sales (the difference between the guaranteed rate of return and the expected commercial operation). Due to the sales recorded in 1Q14, this value amounted to 1.65M.€, reflecting a level of EBITDA of 0.52M.€, 0.88M.€ higher than in 1Q13.
The dynamism and the improving trend in turnover and profitability observed in previous quarters has remained during the 1Q14 with the average number of active members registering a growth of 34% compared to 1Q13.
Turnover increased 21% to 3.37M.€ due to the increase of the active members base, despite the lower market average monthly fees. As a consequence of the increased turnover and the implemented optimization and rationalization measures aimed at reduce the cost base, EBITDA doubled when compared to 1Q13 to 0.31M.€, registering a margin of 9% (+3.8pp higher than last year).
Turnover from the Hotels segment, penalized for the Easter calendar that occurred in the second quarter in 2014, showed a decrease of 17% to 1.46M.€ in consequence of a 4pp fall in occupancy rate when compared to 1Q13 . During the 1Q14, the number of room nights sold decreased 19% in the total Group's hotel properties, compared with the 1Q13.
Despite the 17% decrease in turnover, and as a result of the optimization and rationalization cost measures implemented over the past few years, EBITDA has only declined 4% remaining at negative levels of 2.45M.€.
Excluding rents (that are intercompany movements subject to changes upon completion of the assets' valuation carried out by an external entity), it should be highlighted that the Hospitality segment EBITDAR amounted to negative 1.06M.€, showing a slight decrease when compared to the negative value of 0.94 M.€ registered in 1Q13.
In April (and therefore not considered in the 1Q14 results), in partnership with the "Escola de Hotelaria e Turismo do Porto" it was launched a new hotel, following a capital light approach. This is a unit with 17 rooms, restaurant, bar and meeting rooms, where students of the "Escola de Hotelaria e Turismo do Porto" will be able to apply their knowledge. Inspired by the arts and appreciation of beauty, The Artist Porto Hotel & Bistro offers a contemporary and comfortable atmosphere, where every detail transports us to a creative and unique environment with a strong motivational atmosphere, inspiring and helping to grow (personally and professionally) students of the "Escola de Hotelaria e Turismo do Porto".
| Profit and Loss Account Million euro |
|||
|---|---|---|---|
| Energy | 3M 2014 | 3M 2013 | D 14/13 |
| Total Operational Income | 7,08 | 3,30 | >100% |
| Turnover | 7,09 | 3,27 | >100% |
| Other Operational Income | 0,00 | 0,03 | - |
| Total Operational Costs | -5,64 | -2,45 | <-100% |
| Cost of Goods Sold Change in Stocks of Finished Goods External Supplies and Services Staff Costs Other Operational Expenses |
-4,70 0,00 -0,58 -0,36 0,00 |
-1,91 0,00 -0,34 -0,20 0,00 |
<-100% - -68,0% -84,8% -95,8% |
| EBITDA | 1,45 | 0,85 | +69,6% |
| Capex EBITDA-Capex |
0,40 1,05 |
0,87 -0,02 |
-54,4% - |
During the 1Q14 it was announced the acquisition of a set of shareholdings and interests held by subsidiaries of Enel Green Power, S.p.A. in cogeneration plants located in Portugal. This acquisition of 44 MW (10 units, 8 majority held) is part of the expansion plan for the Energy segment, one of the strategic pillars of the growth and development of Sonae Capital's portfolio, allowing the Group to: (i) Speed up the planned Portuguese Portfolio growth; (ii) Internalize a backlog of repowering projects in Portugal; and (iii) Reinforce the Energy segment team with experienced and valuable new members, required to implement the outlined development roadmap.
This acquisition is extremely important for the sustainability of the Group's results since the business specificity evidences a regular pattern for the Business Turnover and EBITDA of the respective asset portfolio.
The evolution of the business indicators in the 1Q14, when compared to the previous year, is fully explained by the referred acquisitions and also by the contribution of Vale de Cambra's cogeneration plant, which started operating during the second half of 2013.
By confrontation the assets under management and the already expressive contribution for the Group's consolidated EBITDA (representing the major contributor), results evident the significant impact of any growth effort in this segment.
With the fully operational photovoltaic project, the capacity under management will ascend to 53 MW or 62.3 MW, considering the non-fully held operations, a growth of 3.0 times when compared to the end of 2013.
The Energy segment Turnover increased 117% to 7,09M.€, considering only one month of the new cogeneration operations. Excluding that effect (3.6M.€ in the 1Q14), the business turnover would have increased 6%. EBITDA also presented a significant growth of 69.6% to 1.45M.€, representing an EBITDA Margin of 20%. Excluding the new operations contribution, EBITDA would have increased 13% (7pp above the Business Turnover growth).
Capex (excluding the new cogeneration acquisitions) remained in controlled levels and contributed, besides EBITDA, for the improvement of the operational cash flow.
| Profit and Loss Account Million euro |
|||
|---|---|---|---|
| Refrigeration & HVAC | 3M 2014 | 3M 2013 | D 14/13 |
| Total Operational Income | 12,42 | 13,45 | -7,6% |
| Turnover | 12,42 | 13,39 | -7,2% |
| Other Operational Income | -0,01 | 0,06 | - |
| Total Operational Costs | -12,89 | -13,34 | +3,3% |
| Cost of Goods Sold Change in Stocks of Finished Goods External Supplies and Services Staff Costs Other Operational Expenses |
-4,81 -0,33 -3,67 -3,96 -0,12 |
-5,07 0,32 -3,94 -4,55 -0,10 |
+5,2% - +6,7% +13,0% -22,6% |
| EBITDA | -0,48 | 0,11 | - |
| Capex EBITDA-Capex |
0,08 -0,56 |
0,07 0,04 |
+14,0% - |
Turnover reached 12.42M.€, representing a decrease of 7.2% compared to 1Q13, due to some delays on important projects both in Portuguese and international operations. Backlog grew 15.3% when compared to the previous quarter and represents, approximately 6 months of turnover.
International turnover from Refrigeration, HVAC and Maintenance (consolidating exports and direct sales abroad), driven by a lower international activity following a number of delays in the start of some projects, decreased to 12.4M.€, representing 19.5% of the consolidated turnover.
Despite the continued implementation of measures leading to rationalize and variable the cost to the new market benchmark, consolidated EBITDA was negative 0.48M.€.
Capex remained at the same level as last year and the decrease in operating cash flow results fully from the EBITDA variation.
Sonae Capital Group owns a set of non-strategic assets, and thus available for sale, including:
The real Estate portfolio framed in this segment includes a diversified group of assets, with different licensing and construction stages, including land plots with and without construction viability, residential units, construction projects, offices, industrial premises and commercial areas, with widespread geographical dispersion. The Group's guidelines aim at selling this set of assets, with no strategic fit with the current growth options and medium term development plans.
In response to the actual market trends and demand for this kind of assets, during the 1Q14, 4 new rental contracts and one sale deed signed over City Flats apartments were celebrated (remaining 26 apartments available for sale/rental).
As at March 31st the Capital Employed in this set of assets stood at 128.6 M.€.
Major assets:
| Asset | % Shareholding |
|---|---|
| Norscut | 36.00% |
| Imosede Fund | 25.85% |
In the reported period, no material operations relating to this set of assets were registered.
As at March 6, 2014 Sonae Capital, SGPS, SA (Sonae Capital) informed that the acquisition (directly or through wholly-owned companies) of a group of shareholdings and equity interests held by subsidiaries of Enel Green Power S. p. A. (Enel), in cogeneration plants located in Portugal, have become effective.
After contractual price adjustments, the acquisition price has been settled at 9.6 million euro, representing an investment net cash outflow of 4.2 million euro, considering the free cash available in each of the acquired units.
This acquisition lies within the expansion plan of the Energy segment, one of the strategic pillars of the growth and development of Sonae Capital's portfolio, allowing the Group to: (i) Speed up the planned Portuguese Portfolio growth; (ii) Internalize a backlog of repowering projects in Portugal; and (iii) Reinforce the Energy segment team with experienced and valuable new members, required to implement the outlined development roadmap.
There were no subsequent corporate events to register.
The consolidated financial statements presented in this report are non-audited and have been prepared in accordance with International Financial Reporting Standards ("IAS/IFRS"), issued by International Accounting Standards Board ("IASB"), as adopted by European Union.
In 1Q14 it was changed the reporting template for the Net Debt of the Energy segment. Since the growth of this segment is being performed primarily through Intercompany Debt, we decided to report the Debt of the segment with the total Debt rather than the contribution to Sonae Capital Group as was until now. We believe that this change contributes to increase the quality and transparency of the information reported to the market.
The present document is a translation from the Portuguese original version.
EBITDA excluding Guaranteed Income Provisions = EBITDA + Provisions related to the estimated present value of potential costs for the full period of the Guaranteed Income from real estate sales at troiaresort
EBITDAR = EBITDA + Rents for buildings
Anabela Nogueira de Matos Representative for Capital Markets Relations
E-mail: [email protected] Tel.: +351 220129528 Fax: +351 220107900
Nuno Parreiro Investor Relations Officer
E-mail: [email protected] Tel.: +351 220107903 Fax: +351 220107935
Sonae Capital, SGPS, SA
Lugar do Espido, Via Norte Apartado 3053 4471 – 907 Maia Portugal
www.sonaecapital.pt
31 MARCH 2014
(Amounts expressed in euro)
| NON-CURRENT ASSETS: 241,366,250 238,552,228 Tangible assets 8 7,940,566 7,745,826 Intangible assets 8 60,982,213 60,982,213 Goodwill 9 14,195,731 12,458,452 Investments in associated companies 5 39,940,806 39,540,098 Other investments 6 and 10 Deferred tax assets 14 26,102,594 26,186,529 Other non-current assets 11 20,508,780 19,570,690 Total non-current assets 411,036,940 405,036,036 CURRENT ASSETS: Stocks 12 172,027,740 178,930,013 Trade account receivables and other current assets 13 52,048,213 46,472,406 13,422,987 2,997,963 Cash and cash equivalents 15 Total Current Assets 237,498,940 228,400,382 TOTAL ASSETS 648,535,880 633,436,418 EQUITY AND LIABILITIES EQUITY: 250,000,000 250,000,000 Share capital 16 (1,528,907) (1,124,125) Own Shares 16 55,008,857 68,634,546 Reserves and retained earnings (4,996,457) (13,200,373) Profit/(Loss) for the year attributable to the equity holders of Sonae Capital 298,483,493 304,310,048 Equity attributable to the equity holders of Sonae Capital 9,489,023 8,850,291 Equity attributable to non-controlling interests 17 TOTAL EQUITY 307,972,516 313,160,339 LIABILITIES: NON-CURRENT LIABILITIES: Loans 18 163,910,343 152,968,701 Other non current liabilities 20 3,119,626 3,256,871 12,838,072 12,581,859 Deferred tax liabilities 14 3,079,824 3,079,824 Provisions 23 Total Non-Current Liabilities 182,947,865 171,887,255 CURRENT LIABILITIES: Loans 18 95,143,724 96,050,940 57,530,654 49,380,171 Trade creditors and other current liabilities 22 4,941,121 2,957,713 Provisions 23 Total Current Liabilities 157,615,499 148,388,824 TOTAL LIABILITIES 340,563,364 320,276,079 TOTAL EQUITY AND LIABILITIES 648,535,880 633,436,418 |
ASSETS | Notes | 31.03.2014 | 31.12.2013 | |
|---|---|---|---|---|---|
The accompanying notes are part of these financial statements.
(Amounts expressed in euro)
| Notes | 31.03.2014 | 31.03.2013 | |
|---|---|---|---|
| Sales | 20,277,961 | 6,882,201 | |
| Services rendered | 17,135,280 | 17,683,221 | |
| Other operating income | 1,040,523 | 1,680,311 | |
| Cost of sales | (9,932,369) | (7,269,507) | |
| Changes in stocks of finished goods and work in progress | (6,360,632) | (390,774) | |
| External supplies and services | (11,565,599) | (9,998,358) | |
| Staff costs | (8,642,448) | (8,881,104) | |
| Depreciation and amortisation | (3,277,120) | (3,380,034) | |
| Provisions and impairment losses | (1,756,587) | (67,840) | |
| Other operating expenses | (558,186) | (386,747) | |
| Operational profit/(loss) | (3,639,177) | (4,128,631) | |
| Financial Expenses | (3,306,952) | (2,749,398) | |
| Financial Income | 401,870 | 300,118 | |
| Profit/(Loss) in associated undertakings | 5 | 1,447,815 | 1,252,707 |
| Investment income | 279,690 | 324,170 | |
| Profit/(Loss) before taxation | (4,816,754) | (5,001,034) | |
| Taxation | 26 | (411,680) | (1,432,820) |
| Profit/(Loss) for the year | 27 | (5,228,434) | (6,433,854) |
| Attributable to: | |||
| Equity holders of Sonae Capital | (4,996,457) | (6,249,484) | |
| Non-controlling interests | 17 | (231,977) | (184,370) |
| Profit/(Loss) per share | |||
| Basic | 28 | (0.020299) | (0.025179) |
| Diluted | 28 | (0.020299) | (0.025179) |
The accompanying notes are part of these financial statements.
| 31.03.2014 | 31.03.2013 | |
|---|---|---|
| Consolidated net profit/(loss) for the period | (5,228,434) | (6,433,854) |
| Items that may be reclassified subsequently to net profit / (loss): | ||
| Changes in the currency translation differences | 51,206 | 38,649 |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
(1,030,836) | 513,692 |
| Change in the fair value of assets available for sale | 399,953 | 472,764 |
| Change in the fair value of cash flow hedging derivatives | 264,136 | 383,872 |
| Tax related to other comprehensive income captions | (91,989) | (118,191) |
| Others | - | - |
| Other comprehensive income for the period | (407,530) | 1,290,786 |
| Total comprehensive income for the period | (5,635,964) | (5,143,068) |
| Attributable to: | ||
| Equity holders of Sonae Capital | (5,423,455) | (4,974,547) |
| Non-controlling interests | (212,509) | (168,521) |
The accompanying notes are part of these financial statements.
(Amounts expressed in Euro)
| Attributable to Equity Holders of Sonae Capital | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital |
Own Shares |
Demerger Reserve (Note 16) |
Translation Reserves |
Fair Value Reserves |
Hedging Reserves |
Other Reserves and Retained Earnings |
Sub total | Net Profit/(Loss) | Total | Non-Controlling Interests |
Total Equity | |
| Balance as at 1 January 2013 | 250,000,000 | (264,705) | 132,638,253 | (11,486) | 153,082 | (2,337,176) | (53,836,504) | 76,606,169 | (11,092,003) | 315,249,461 | 8,707,639 | 323,957,100 |
| Total consolidated comprehensive income for the period | - | - | - | 29,697 | 354,573 | 376,975 | 513,692 | 1,274,937 | (6,249,484) | (4,974,547) | (168,521) | (5,143,068) |
| Appropriation of profit of 2012: Transfer to legal reserves and retained earnings Dividends paid |
- - |
- - |
- - |
- - |
- - |
- - |
(11,092,003) - |
(11,092,003) - |
11,092,003 - |
- - |
- (291,900) |
- (291,900) |
| Acquisition of own shares Changes in the percentage of capital held in affiliated companies |
- - |
(204,721) - |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
(204,721) - |
- - |
(204,721) - |
| Other changes | - | - | - | - | - | - | 168 | 168 | - | 168 | - | 168 |
| Balance as at 31 March 2013 | 250,000,000 | (469,426) | 132,638,253 | 18,211 | 507,655 | (1,960,201) | (64,414,647) | 66,789,271 | (6,249,484) | 310,070,361 | 8,247,218 | 318,317,579 |
| Balance as at 1 January 2014 | 250,000,000 | (1,124,125) | 132,638,253 | (189,622) | (590,856) | (1,166,854) | (62,056,375) | 68,634,546 | (13,200,373) | 304,310,048 | 8,850,291 | 313,160,339 |
| Total consolidated comprehensive income for the period | - | - | - | 35,321 | (51,994) | 260,553 | (670,878) | (426,998) | (4,996,457) | (5,423,455) | (212,509) | (5,635,964) |
| Appropriation of profit of 2013: Transfer to legal reserves and retained earnings Acquisition of own shares Changes in the percentage of capital held in affiliated companies Other changes |
- - - - |
- (404,783) - - |
- - - - |
- - - - |
- - - - |
- - - - |
(13,200,373) - - 1,682 |
(13,200,373) - - 1,682 |
13,200,373 - - - |
- (404,783) - 1,682 |
- - 851,160 81 |
- (404,783) 851,160 1,763 |
| Balance as at 31 March 2014 | 250,000,000 | (1,528,908) | 132,638,253 | (154,301) | (642,850) | (906,301) | (75,925,944) | 55,008,857 | (4,996,457) | 298,483,493 | 9,489,023 | 307,972,516 |
The accompanying notes are part of these financial statements.
(Amounts expressed in Euro)
| Notes | 31.03.2014 | 31.03.2013 | |
|---|---|---|---|
| OPERATING ACTIVITIES: | |||
| Cash receipts from trade debtors | 40,544,375 | 28,505,486 | |
| Cash receipts from trade creditors | (23,415,814) | (21,584,021) | |
| Cash paid to employees | (7,501,401) | (7,575,913) | |
| Cash flow generated by operations | 9,627,160 | (654,448) | |
| Income taxes (paid) / received | (19,429) | (131,956) | |
| Other cash receipts and (payments) relating to operating activities | 1,175,547 | (101,998) | |
| Net cash flow from operating activities (1) | 10,783,278 | (888,402) | |
| INVESTMENT ACTIVITIES: | |||
| Cash receipts arising from: | |||
| Investments | - | 10,393,862 | |
| Tangible assets | 574,382 | 264,281 | |
| Interest and similar income | 1,076,065 | 20,674 | |
| 1,650,447 | 10,678,817 | ||
| Cash Payments arising from: | |||
| Investments | (3,264,911) | (28,250) | |
| Tangible assets | (2,281,612) | (1,875,434) | |
| Intangible assets | (288,918) | (27,164) | |
| Loans granted | (936,926) | (6,885) | |
| (6,772,367) | (1,937,733) | ||
| Net cash used in investment activities (2) | (5,121,920) | 8,741,084 | |
| FINANCING ACTIVITIES: | |||
| Cash receipts arising from: | |||
| Loans obtained | 11,624,500 | 7,703,274 | |
| Cash Payments arising from: | 11,624,500 | 7,703,274 | |
| Loans obtained | (2,565,633) | (10,915,611) | |
| Interest and similar charges | (4,118,376) | (3,781,186) | |
| Purchase of own shares | (404,783) | (204,721) | |
| (7,088,792) | (14,901,518) | ||
| Net cash used in financing activities (3) | 4,535,708 | (7,198,244) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | 10,197,066 | 654,438 | |
| Effect of foreign exchange rate | (6,262) | (14,150) | |
| Cash and cash equivalents at the beginning of the period | 14 | 2,922,307 | 2,609,152 |
| Cash and cash equivalents at the end of the period | 14 | 13,125,636 | 3,277,740 |
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.
FOR THE THREE MONTHS ENDED 31 MARCH 2014
(Translation from the Portuguese Original)
(Amounts expressed in Euro)
________________________________________________
SONAE CAPITAL, SGPS, SA ("Company", "Group" or "Sonae Capital") whose head-office is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, is the parent company of a group of companies, as detailed in Notes 5 to 7 ("Sonae Capital Group") and was set up on 14 December 2007 as a result of the demerger of the shareholding in SC, SGPS, SA (previously named Sonae Capital, SGPS, SA) from Sonae, SGPS, SA, which was approved by the Board of Directors on 8 November 2007 and by the Shareholder's General Meeting held on 14 December 2007.
Reflecting the Group's current strategic guideline, three business areas are identified:
The non-strategic assets (including non-tourism real estate assets and financial shareholdings) are included in the segment "Other assets".
During the quarter, Sonae Capital acquired a group of shareholdings and equity in cogeneration plants located in Portugal, precisely 10 new units (8 majority held) following the expansion plan of the Energy segment.
________________________________________________
The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2013.
Interim financial statements were presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accompanying consolidated financial statements have been prepared from the books and accounting records of the Company and of its affiliated undertakings (Notes 4 to 6), on a going concern basis and under the historical cost convention, except for derivative financial instruments which are stated at fair value.
Changes to international accounting standards that came into force on or after 1 January 2014, did not have material impacts in the financial statements as at 31 March 2014.
________________________________________________
________________________________________________
Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 31 March 2014 and 31 December 2013, are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 31 March 2014 | 31 December 2013 | ||||||
| Company | Head Office | Direct | Total | Direct | Total | ||
| Sonae Capital SGPS, SA | Maia | Holding | Holding | Holding | Holding | ||
| Tourism | |||||||
| Aqualuz - Turismo e Lazer, Lda | a) | Lagos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Atlantic Ferries - Traf.Loc.Flu.e Marit., SA | a) | Grândola | 83.41% | 83.41% | 83.41% | 83.41% | |
| 1) | The Artist Hotel & Bistro – Actividades Hotelaria, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Golf Time - Golfe e Inv.Turisticos, SA | a) | 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% | |
| 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% |
| 2) | Atelgen – Produção de Energia, ACE | a) | Barcelos | 51.00% | 51.00% | - | - |
|---|---|---|---|---|---|---|---|
| 2) | Carvemagere – Manutenção e Energias Renováveis, Lda |
a) | Barcelos | 65.00% | 65.00% | - | - |
| 2) | Companhia Térmica Hectare ACE | a) | Alcochete | 100.00% | 100.00% | - | - |
| 2) | Companhia Térmica Tagol Lda | a) | Oeiras | 95.00% | 95.00% | - | - |
| 2) | C.T.E. – Central Termoeléctrica, Lda | a) | Maia | 100.00% | 100.00% | - | - |
| Ecociclo II – Energias, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Enerlousado – Recursos Energéticos, Lda | a) | Maia | 100.00% | 100.00% | - | - |
| Integrum Colombo – Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 3) | Integrum ACE, SA | a) | Maia | 100.00% | 100.00% | - | - |
| Integrum-Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 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% | |
| Integrum Vale do Tejo – Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Ronfegen – Recursos Energéticos, Lda | a) | Maia | 100.00% | 100.00% | - | - |
| 2) | Soternix – Produção de Energia ACE | a) | Barcelos | 51.00% | 51.00% | - | - |
| Refrigeration and HVAC | |||||||
| Sistavac Sistemas HVAC-R do Brasil, Lda | 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% | |
| 4) | SC – Central de Distribuição para Refrigeração e Climatização, 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% | |
| 5) | Casa da Ribeira – Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Centro Residencial da Maia,Urban., SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Cinclus Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Contacto Concessões, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Country Club da Maia-Imobiliaria, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Empreend.Imob.Quinta da Azenha, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fundo Especial de Investimento Imobiliário Fechado WTC |
a) | Maia | 99.82% | 99.82% | 99.82% | 99.82% | |
| Imobiliária da Cacela, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoclub-Serviços Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imodivor - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imobeauty, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imohotel-Emp.Turist.Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoponte-Soc.Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imosedas-Imobiliária e Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Implantação – Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Inparvi SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Martimope – Empreendimentos Turisticos, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Porturbe-Edificios e Urbanizações, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium – Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium II-Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium-SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Prédios Privados Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Predisedas-Predial das Sedas, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Promessa Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC Assets, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC – Eng. e Promo Imobiliária,SGPS,SA | a) | 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% | |
| Spinarq-Moçambique, Lda | a) | Maputo (Mozambique) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Spinveste - Promoção Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Spinveste-Gestão Imobiliária SGII, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Spred SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Torre São Gabriel-Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Urbisedas-Imobiliária das Sedas, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Vistas do Freixo-Emp.Tur.imobiliários,SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| 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% | |
| 6) | SC FOR - Ser.Formação e Desenvolvimento de Recursos Humanos, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
a) Majority of voting rights.
1) Ex-Casa da Ribeira – Hotelaria e Turismo, SA;
________________________________________________
Associated and jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group as at 31 March 2014 and 31 December 2013 are as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31 March 2014 | 31 December 2013 | Book Value | ||||||
| Company | Head Office |
Direct | Total | Direct | Total | 31 March 2014 |
31 December 2013 |
|
| Other Assets | ||||||||
| Andar - Sociedade Imobiliária, SA | Maia | 50.00% | 50.00% | 50.00% | 50.00% | 271,860 | 357,859 | |
| 1) | Sociedade de Construções do Chile, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| 1) | Vastgoed One - Sociedade Imobiliária, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| 1) | Vastgoed Sun - Sociedade Imobiliária, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| Lidergraf - Artes Gráficas, Lda | Vila do Conde |
24.50% | 24.50% | 24.50% | 24.50% | 733,306 | 690,582 | |
| Norscut - Concessionária de Scut Interior Norte, SA |
Lisbon | 36.00% | 36.00% | 36.00% | 36.00% | 12,258,296 | 11,386,011 | |
| Operscut - Operação e Manutenção de Auto-estradas, SA |
Lisbon | 15.00% | 15.00% | 15.00% | 15.00% | 24,000 | 24,000 | |
| Energy | ||||||||
| 2) | Feneralt – Produção de Energia, ACE | Barcelos | 25.00% | 25.00% | - | - | 126,813 | - |
| 2) | Powercer – Sociedade de Cogeração da Vialonga, SA |
Lisbon | 30.00% | 30.00% | - | - | 781,456 | - |
| Total | 14,195,731 | 12,458,452 |
1) Null investment values result from the adoption of the equity method in Andar – Sociedade Imobiliária, SA, holder of all of these investments;
2) Company acquired in March 2014.
Associated and jointly controlled companies are consolidated using the equity method.
Nil balances shown result from the reduction to acquisition cost of amounts determined by the equity method, discontinuing the recognition of its part of additional losses under the terms of IAS 28.
As at 31 March 2014 and 31 December 2013, aggregate values of main financial indicators of associated and jointly controlled companies can be analyzed as follows:
| 31 March 2014 31 December 2013 |
||
|---|---|---|
| Total Assets | 691,148,098 | 668,902,549 |
| Total Liabilities | 607,441,826 | 590,182,432 |
| Income | 35,586,583 | 128,281,701 |
| Expenses | 30,220,690 | 112,365,691 |
During the periods ended 31 March 2014 and 31 March 2013, movements in investments of associated and jointly controlled companies may be summarized as follows:
| 31 March 2014 | 31 March 2013 | |
|---|---|---|
| Opening balance as at 1 January | 12,490,395 | 4,697,978 |
| Acquisitions in the period | 1,320,301 | 7,000 |
| Disposals in the period | - | - |
| Equity method | 416,978 | 1,766,399 |
| Change in the consolidation method | - | - |
| Closing balance as at 31 March | 14,227,674 | 6,471,377 |
| Accumulated impairment losses (Note 23) | (31,943) | (31,943) |
| 14,195,731 | 6,439,434 |
The use of the equity method had the following impacts: 1,447,815 euro recorded on share of results of associated undertakings (1,252,707 euro at 31 March 2013), and -1,030,837 euro in changes in reserves (513,692 euro at 31 March 2013).
Group companies, jointly controlled companies and associated companies excluded from consolidation, their head offices, percentage of share capital held and book value as at 31 March 2014 and 31 December 2013 are made up as follows:
________________________________________________
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 31 March 2014 31 December 2013 |
|||||||
| Company | Head Office |
Direct | Total | Direct | Total | 31 March 2014 |
31 December 2013 |
| Tourism | |||||||
| Infratroia – Emp. de Infraest. de Troia, E.N. |
Grândola | 25,90% | 25,90% | 25,90% | 25,90% | 64,747 | 64,747 |
| Other Assets | |||||||
| Fundo de Investimento Imobiliário Fechado Imosede |
Maia | 25,85% | 25,85% | 25,85% | 25,85% | 39,054,076 | 38,654,123 |
| Fundo de Investimento Imobiliário Imosonae Dois |
Maia | 0,06% | 0,06% | 0,06% | 0,06% | 124,934 | 124,892 |
| Net, SA | Lisbon | 2,80% | 2,80% | 2,80% | 2,80% | 11,132 | 11,132 |
| Fundo de Capital de Risco F-HITEC | Lisbon | 6,48% | 6,48% | 6,48% | 6,48% | 250,000 | 250,000 |
| Other investments | 435,917 | 435,204 | |||||
| Total (Note 10) | 39,940,806 | 39,540,098 | |||||
| 1) Company disposed in the period. |
Null balances shown above result from deduction of impairment losses from related investments.
________________________________________________
Additions in the consolidation perimeter by acquisition:
| Percentage of capital held | ||||
|---|---|---|---|---|
| At acquisition date | ||||
| Company | Head Office | Direct | Total | |
| Atelgen – Produção de Energia, ACE | Barcelos | 51,00% | 51,00% | |
| Carvemagere – Manutenção e Energias Renováveis, Lda |
Barcelos | 65,00% | 65,00% | |
| Companhia Térmica Hectare ACE | Alcochete | 100,00% | 100,00% | |
| Companhia Térmica Tagol Lda | Oeiras | 95,00% | 95,00% | |
| C.T.E. – Central Termoeléctrica, Lda | Maia | 100,00% | 100,00% | |
| Enerlousado – Recursos Energéticos, Lda | Maia | 100,00% | 100,00% | |
| Ronfegen – Recursos Energéticos, Lda | Maia | 100,00% | 100,00% | |
| Soternix – Produção de Energia ACE | Barcelos | 51,00% | 51,00% |
The acquisitions that occurred in the three month period ended 31 March 2014 had the following impact in the consolidated financial statements:
| Acquisition Date | 31 March 2014 | ||
|---|---|---|---|
| Net assets acquired | |||
| Tangible and intangible assets | 5,122,251 | 5,068,440 | |
| Other assets | 9,947,142 | 7,322,996 | |
| Cash and cash equivalents | 6,318,519 | 10,056,836 | |
| Other liabilities | (12,845,848) | (12,998,897) | |
| 8,542,064 | 9,449,375 | ||
| Gain in acquisition | 279,690 | ||
| Acquisition price | 8,262,374 | ||
| Payments made | 8,262,374 | ||
| Net cash flow from the acquisition | |||
| Payments made | 8,262,374 | ||
| Cash and equivalents acquired | (6,318,519) | ||
| 1,943,855 |
During the three months period ended 31 March 2014, movements in tangible and intangible fixed assets as well as in depreciation and accumulated impairment losses, are made up as follows:
________________________________________________
| Tangible Assets | |||||
|---|---|---|---|---|---|
| Land and Buildings |
Equipment | Other Tangible Assets |
Tangible Assets in progress |
Total Tangible Assets |
|
| Gross Cost: | |||||
| Opening balance as at 1 January 2014 | 224,681,479 | 146,714,608 | 1,916,702 | 16,042,362 | 389,355,151 |
| Changes in consolidation perimeter | 1,640,691 | 23,314,681 | 248,629 | - | 25,204,001 |
| Capital expenditure | 224,735 | 88,141 | 6,704 | 823,704 | 1,143,285 |
| Disposals | (329,660) | (319,528) | (6,297) | - | (655,485) |
| Exchange rate effect | - | 2,379 | 2,343 | - | 4,722 |
| Transfers | - | 5,056,281 | 41,446 | (4,966,320) | 131,407 |
| Closing balance as at 31 March 2014 | 226,217,245 | 174,856,562 | 2,209,527 | 11,899,746 | 415,183,081 |
| Accumulated depreciation and impairment losses |
|||||
| Opening balance as at 1 January 2014 | 86,377,115 | 62,883,216 | 1,542,592 | - | 150,802,923 |
| Changes in consolidation perimeter | 1,407,375 | 18,207,058 | 175,263 | - | 19,789,696 |
| Charges for the period | 637,939 | 2,847,996 | 20,844 | - | 3,506,779 |
| Disposals | (66,561) | (212,971) | (6,298) | - | (285,830) |
| Exchange rate effect | - | 1,752 | 1,511 | - | 3,263 |
| Transfers | - | (26,145) | 26,145 | - | - |
| Closing balance as at 31 March 2014 | 88,355,868 | 83,700,906 | 1,760,057 | - | 173,816,831 |
| Carrying amount as at 1 January 2014 | 138,304,364 | 83,831,392 | 374,110 | 16,042,362 | 238,552,228 |
| Carrying amount as at 31 March 2014 | 137,861,377 | 91,155,656 | 449,470 | 11,899,746 | 241,366,250 |
Major amounts included in the caption Tangible assets in progress, refer to the following projects:
| 31 March 2014 | 31 December 2013 | ||
|---|---|---|---|
| Tróia | 7,322,147 | 7,316,889 | |
| Photovoltaic Project | 3,349,522 | 3,260,000 | |
| Others | 1,228,077 | 1,528,943 | |
| 11,899,746 | 12,105,832 |
| Intangible Assets | ||||||
|---|---|---|---|---|---|---|
| Patents and other similar rights |
Software | Others | Intangible Assets in progress |
Total Intangible Assets |
||
| Gross Cost: | ||||||
| Opening balance as at 1 January 2014 | 7,834,037 | 2,211,797 | 9,422 | 435,656 | 10,490,912 | |
| Changes in consolidation perimeter | - | - | 103,719 | - | 103,719 | |
| Capital expenditure | - | 4,075 | - | 250,916 | 254,991 | |
| Disposals | - | (37,355) | - | - | (37,355) | |
| Exchange rate effect | - | 838 | - | - | 838 | |
| Transfers | - | 508,700 | - | (506,992) | 1,708 | |
| Closing balance as at 31 March 2014 | 7,834,037 | 2,688,055 | 113,141 | 179,580 | 10,814,813 | |
| Accumulated depreciation and impairment losses |
||||||
| Opening balance as at 1 January 2014 | 1,207,452 | 1,528,846 | 8,788 | - | 2,745,086 | |
| Changes in consolidation perimeter | - | - | - | - | - | |
| Charges for the period | 47,566 | 118,316 | 158 | - | 166,040 | |
| Disposals | - | (37,355) | - | - | (37,355) | |
| Exchange rate effect | - | 476 | - | - | 476 | |
| Transfers | - | - | - | - | - | |
| Closing balance as at 31 March 2014 | 1,255,018 | 1,610,283 | 8,946 | - | 2,874,247 | |
| Carrying amount as at 1 January 2014 | 6,626,585 | 682,951 | 634 | 435,656 | 7,745,826 | |
| Carrying amount as at 31 March 2014 | 6,579,019 | 1,077,772 | 104,195 | 179,580 | 7,940,566 |
During the periods ended 31 March 2014 and 31 December 2013, movements in goodwill, as well as in corresponding impairment losses, are as follows:
________________________________________________
| 31 March 2014 | 31 December 2013 | |
|---|---|---|
| Gross amount: | ||
| Opening balance | 62,283,809 | 62,290,239 |
| Decreases - disposals of affiliated companies | - | (6,430) |
| Closing balance | 62,283,809 | 62,283,809 |
| Accumulated impairment losses: | ||
| Opening balance | 1,301,596 | 1,301,596 |
| Closing balance | 1,301,596 | 1,301,596 |
| Total | 60,982,213 | - 60,982,213 |
________________________________________________
As at 31 March 2014, movements in investments were as follows:
| 31 March 2014 | 31 December 2013 | ||||
|---|---|---|---|---|---|
| Non current | Current | Non current | Current | ||
| Investments at acquisition cost | |||||
| Opening balance as at 1 January | 8,071,101 | - | 8,223,418 | - | |
| Acquisitions in the period | 755 | - | 122 | - | |
| Disposals in the period | - | - | (152,525) | - | |
| Transfers | - | - | 86 | - | |
| Changes in consolidation perimeter | - | - | - | - | |
| Closing balance as at 31 March | 8,071,856 | - | 8,071,101 | - | |
| Accumulated impairment losses (Note 23) | (7,707,935) | - | (7,707,935) | - | |
| 363,921 | - | 363,166 | - | ||
| Investments held for sale | |||||
| Fair value as at 1 January | 39,305,931 | - | 49,938,723 | - | |
| Disposals in the period | - | - | (9,919,661) | - | |
| Increase/(Decrease) in fair value | 399,953 | - | (713,131) | - | |
| Transfers | - | - | - | - | |
| Fair value as at 31 March | 39,705,884 | - | 39,305,931 | - | |
| Accumulated impairment losses (Note 23) | (128,999) | - | (128,999) | - | |
| Fair value (net of impairment losses) as at 31 March | 39,576,885 | - | 39,176,932 | - | |
| Other Investments | 39,940,806 | - | 39,540,098 | - |
The amounts shown under fair value related to the Imosede Fund.
The Imosede Fund is accounted as an available for sale asset, measured at fair value. For the remaining investment under this heading, the Group considers that it is not reasonable to estimate a fair value, as there is no observable market data.
These investments are recorded at acquisition cost less impairment losses.
As at 31 March 2014 and 31 December 2013, other non-current assets are detailed as follows:
________________________________________________
| 31 March 2014 | 31 December 2013 | |
|---|---|---|
| Loans granted to related parties | ||
| Norscut - Concessionária de Scut Interior Norte, SA | 18,647,695 | 17,740,756 |
| Others | 721,492 | 691,505 |
| 19,369,187 | 18,432,261 | |
| Impairment losses (Note 23) | (34,916) | (34,916) |
| 19,334,271 | 18,397,345 | |
| Trade accounts receivable and other debtors | ||
| Sale of financial investments | - | - |
| Others | 1,174,509 | 1,173,345 |
| Impairment losses (Note 23) | - | - |
| 1,174,509 | 1,173,345 | |
| Other non current assets | 20,508,780 | 19,570,690 |
Inventories as at 31 March 2014 and 31 December 2013 can be detailed as follows, highlighting the value attributable to real estate developments:
________________________________________________
| 31 March 2014 | 31 December 2013 | |||
|---|---|---|---|---|
| Total | of which Real Estate Developments |
Total | of which Real Estate Developments |
|
| Raw materials, by-products and consumables | 1,347,937 | - | 1,162,725 | - |
| Goods for sale | 31,202,188 | 29,943,108 | 32,155,488 | 30,045,640 |
| Finished goods | 62,442,535 | 62,442,535 | 68,373,552 | 68,373,552 |
| Work in progress | 80,614,024 | 77,084,205 | 80,964,110 | 77,147,748 |
| Payments on account | - | - | - | - |
| 175,606,684 | 169,469,848 | 182,655,875 | 175,566,940 | |
| Accumulated impairment losses on Inventories (Note 23) | (3,578,944) | (3,434,621) | (3,725,862) | (3,434,621) |
| 172,027,740 | 166,035,227 | 178,930,013 | 172,132,319 |
________________________________________________
As at 31 March 2014 and 31 December 2013, trade accounts receivable and other current assets are detailed as follows:
| 31 March 2014 | 31 December 2013 | |
|---|---|---|
| Trade accounts receivable | 29,385,923 | 26,911,545 |
| Accumulated impairment losses on trade debtors (Note 23) | (5,986,323) | (6,039,005) |
| 23,399,600 | 20,872,540 | |
| Taxes recoverable | 13,383,676 | 12,841,371 |
| Loans granted to and other amounts to be received from related parties | 59,469 | 70,058 |
| Other current assets | ||
| Suppliers with a debtor balance | 1,313,945 | 850,602 |
| Other debtors | 10,851,020 | 10,923,538 |
| Accounts receivable from the sale of financial investments | 4,804,214 | 4,804,214 |
| Accounts receivable from the sale of tangible assets | 26,657 | 9,678 |
| Interest receivable | 297,393 | 965,460 |
| Deferred costs - Rents | 282,018 | 264,345 |
| Deferred costs - External supplies and services | 1,287,973 | 895,653 |
| Other current assets | 4,052,747 | 1,681,955 |
| 22,915,967 | 20,395,445 | |
| Accumulated impairment losses on other current assets (Note 23) | (7,710,499) | (7,707,008) |
| Trade accounts receivable and other current assets | 52,048,213 | 46,472,406 |
Deferred tax assets and liabilities as at 31 March 2014 and 31 December 2013 can be detailed as follows, split between the different types of temporary differences:
________________________________________________
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31 March 2014 | 31 December 2013 | 31 March 2014 | 31 December 2013 | |
| Amortisation and Depreciation harmonisation adjustments |
869,164 | 884,314 | 2,936,166 | 2,783,003 |
| Provisions and impairment losses of non-tax deductible |
8,943,670 | 8,934,857 | - | - |
| Write off of tangible and intangible assets | 263,863 | 325,774 | - | - |
| Write off of accruals | 97,337 | 126,853 | - | - |
| Revaluation of tangible assets | - | - | 103,010 | 103,166 |
| Tax losses carried forward | 15,843,605 | 15,843,605 | - | - |
| Financial instruments | - | - | 1,368,613 | 1,276,624 |
| Write off of stocks | - | - | - | 931,724 |
| Taxable temporary differences arising from the fair value of non-current liabilities |
- | - | - | 7,150,724 |
| Others | 84,956 | 71,126 | 8,430,283 | 336,618 |
| 26,102,594 | 26,186,529 | 12,838,072 | 12,581,859 |
In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 31 March 2014 and 31 December 2013, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| 31 March 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets |
Time limit |
Tax losses carried forward |
Deferred tax assets |
Time limit | |
| With limited time use | ||||||
| Generated in 2008 | 609,774 | 140,248 | 2014 | 1,105,341 | 254,228 | 2014 |
| Generated in 2009 | 6,379,907 | 1,467,379 | 2015 | 6,379,907 | 1,467,379 | 2015 |
| Generated in 2010 | 14,113,139 | 3,246,022 | 2014 | 18,328,751 | 4,215,613 | 2014 |
| Generated in 2011 | 17,938,869 | 4,125,940 | 2015 | 17,938,869 | 4,125,940 | 2015 |
| Generated in 2012 | 16,006,259 | 3,681,440 | 2017 | 16,006,259 | 3,681,440 | 2017 |
| Generated in 2013 | 9,126,112 | 2,099,006 | 2018 | 9,126,112 | 2,099,006 | 2018 |
| Generated in 2014 | 4,711,180 | 1,083,571 | 2026 | - | - | |
| 68,885,240 | 15,843,605 | 68,885,239 | 15,843,605 | |||
| With a time limit different from the above mentioned |
- | - | - | - | ||
| 68,885,240 | 15,843,605 | 68,885,239 | 15,843,605 |
As at 31 March 2014 and 31 December 2013, deferred tax assets resulting from tax losses carried forward were re-assessed. Deferred tax assets have only been recorded to the extent that future profits will arise which may be offset against available tax losses or against deductible temporary differences.
As at 31 March 2014, tax losses carried forward amounting to 180,747,467 euro (175,288,767 euro as at 31 December 2013), have not originated deferred tax assets for prudential reasons and are detailed as follows:
| 31 March 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Tax Credit | Time limit |
Tax losses carried forward |
Tax Credit | Time limit |
|
| With limited time use | ||||||
| Generated in 2008 | 33,549,469 | 7,716,378 | 2014 | 33,053,902 | 7,602,397 | 2014 |
| Generated in 2009 | 35,694,882 | 8,209,823 | 2015 | 35,694,882 | 8,209,823 | 2015 |
| Generated in 2010 | 20,659,425 | 4,751,668 | 2014 | 16,443,812 | 3,782,077 | 2014 |
| Generated in 2011 | 18,024,594 | 4,145,657 | 2015 | 18,024,594 | 4,145,657 | 2015 |
| Generated in 2012 | 19,508,597 | 4,486,977 | 2017 | 19,508,597 | 4,486,977 | 2017 |
| Generated in 2013 | 36,378,392 | 8,367,030 | 2018 | 36,378,392 | 8,367,030 | 2018 |
| Generated in 2014 | 358,176 | 82,380 | 2026 | - | - | |
| 164,173,536 | 37,759,913 | 159,104,179 | 36,593,961 | |||
| Without limited time use | 1,186,715 | 395,532 | 1,186,715 | 395,532 | ||
| With a time limit different from the above mentioned |
15,387,216 | 4,399,824 | 14,997,872 | 4,318,664 | ||
| 16,573,931 | 4,795,356 | 16,184,587 | 4,714,196 | |||
| 180,747,467 | 42,555,269 | 175,288,767 | 41,308,157 |
As at 31 March 2014 and 31 December 2013, cash and cash equivalents can be detailed as follows:
________________________________________________
| 31 March 2014 | 31 December 2013 | |
|---|---|---|
| Cash at hand | 73,692 | 84,252 |
| Bank deposits | 13,336,826 | 2,901,739 |
| Treasury applications | 12,469 | 11,972 |
| Cash and cash equivalents on the balance sheet | 13,422,987 | 2,997,963 |
| Bank overdrafts - (Note 18) | (297,351) | (75,657) |
| Guarantee deposit | - | - |
| Cash and cash equivalents in the statement of cash-flows | 13,125,636 | 2,922,307 |
Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under current bank loans (Note 18).
The share capital of Sonae Capital SGPS, SA is represented by 250,000,000 ordinary shares, which do not have the right to a fixed remuneration, with a nominal value of 1 euro each.
________________________________________________
The demerger originated a reserve in the amount of 132,638,253 euro, which has a treatment similar to that of a Legal Reserve. According to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.
As at 31 March 2014, Sonae Capital SGPS, S.A. owns 6,154,062 own shares (5,119,562 own shares at 31 December 2013) booked for 1,528,907 euro (1,124,125 euro at 31 December 2013).
Movements in non-controlling interests in the periods ended 31 March 2014 and 31 December 2013 are as follows:
________________________________________________
| 31 March 2014 | 31 December 2013 |
|
|---|---|---|
| Opening balance as at 1 January | 8,850,291 | 8,707,639 |
| Changes in hedging reserves | 3,583 | 16,215 |
| Changes in the percentage of capital held in affiliated companies | 851,160 | 548,518 |
| Changes resulting from currency translation | 15,885 | (68,547) |
| Dividends paid | - | (304,254) |
| Others | 81 | - |
| Profit for the period attributable to minority interests | (231,977) | (49,280) |
| Closing balance | 9,489,023 | 8,850,291 |
As at 31 March 2014 and 31 December 2013, Borrowings are made up as follows:
________________________________________________
| 31 March 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| Outstanding amount | Outstanding amount | |||||
| Current | Non Current | Current | Non Current | Repayable on | ||
| Bank loans | ||||||
| Sonae Capital SGPS - commercial paper a) | 73,450,000 | - | 75,000,000 | - | Mar/2018 | |
| Sonae Capital SGPS - commercial paper d) | 8,250,000 | - | 8,250,000 | - | Jan/2015 | |
| Sonae Capital SGPS - commercial paper b) | - | 24,200,000 | - | 12,650,000 | Aug/2016 | |
| Sonae Capital SGPS - commercial paper c) | - | 30,000,000 | - | 30,000,000 | Dec/2017 | |
| Sonae Capital SGPS e) | 7,000,000 | 24,000,000 | 7,000,000 | 24,000,000 | Jun/2017 | |
| Up-front fees | - | (509,529) | - | (552,029) | ||
| Others | 2,546,838 | 3,486,633 | 2,080,029 | 2,863,444 | ||
| 91,246,838 | 81,177,103 | 92,330,029 | 68,961,416 | |||
| Bank overdrafts (Note 15) | 297,351 | - | 75,657 | - | ||
| Bank loans | 91,544,189 | 81,177,103 | 92,405,686 | 68,961,416 | ||
| 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 | - | (200,170) | - | (226,532) | ||
| Bond Loans | - | 59,799,830 | - | 59,773,468 | ||
| Other loans | 686,968 | 928,836 | 686,968 | 1,116,336 | ||
| Derivatives (Note 19) | 79,262 | 1,010,696 | 101,543 | 1,433,909 | ||
| Obligations under finance leases | 2,833,306 | 21,092,533 | 2,856,743 | 21,785,159 | ||
| Up-front fees on finance leases | - | (98,656) | - | (101,587) | ||
| 95,143,724 | 163,910,343 | 96,050,940 | 152,968,701 |
a) Short term commercial paper programme, issued on 28 March 2008 and valid for a 10 year period, which may be extended at the option of Sonae Capital. Placed in investors or financial institutions and guaranteed by credit lines, with commitment of at least six months to a year, placed in relationship banks.
b) Commercial paper programme, with subscription guarantee, issued on 31 March 2011 and valid up to August 2018, except if the reimbursement is anticipated under the contracted terms of the call/put option, in August 2016. This loan is guaranteed by a mortgage on real estate assets
c) Commercial paper programme, with subscription guarantee, issued on 27 December 2012 and valid up to December 2017.
d) Commercial paper programme, with subscription guarantee, issued on 31 December 2013, with annual renewals up to 3 years.
e) Bank loan guarantee by a mortgage on real estate, started on 2 June 2011 and valid for a 6 year period, with annual payments.
As at 31 March 2014, borrowings of the Group were as follows:
SC, SGPS, SA, 2008/2018 bond loan in the amount of 50,000,000 euro, with a 10 year maturity, and a sole reimbursement on 3 March 2018, except if the reimbursement is anticipated, fully or partially, which can happen on 3 March 2016. This bond loan bears interest every six months.
Sonae Capital SGPS - 2011/2016 bond loan in the amount of 10,000,000 euro, with a 5 year maturity, and a sole reimbursement on 17 January 2016. This bond loan bears interest every six months.
The interest rate on bonds in force on 31 March 2014 was on average 3.50%.
Bank loans pay interest rates that are indexed to the Euribor market rates of the period, and its fair value is considered close to its book value.
Other non-current loans include reimbursable grants to affiliated undertakings, which do not bear interest.
The repayment schedule of the nominal value of borrowings may be summarised as follows:
| 31 March 2014 | 31 December 2013 | |||
|---|---|---|---|---|
| Nominal value | Interest | Nominal value | Interest | |
| N+1 a) | 95,064,462 | 9,780,274 | 95,949,397 | 8,582,090 |
| N+2 | 21,591,235 | 6,610,960 | 11,417,824 | 6,548,639 |
| N+3 | 19,202,707 | 4,059,411 | 25,082,672 | 4,290,860 |
| N+4 | 101,570,586 | 2,329,212 | 47,689,566 | 2,861,554 |
| N+5 | 11,548,863 | 259,115 | 57,636,739 | 2,140,898 |
| After N+5 | 9,794,610 | 377,336 | 10,588,138 | 415,871 |
| 258,772,464 | 23,416,308 | 248,364,336 | 24,839,912 |
a) Includes amounts drawn under commercial paper programmes. Of the total amount maturing in N+1, 56% concerns to commercial paper taken under lines of credit with commitment exceeding one year. Taking into account the policies and measures to manage liquidity risk, no risks that could jeopardize the continuity of operations are anticipated.
Hedging instruments used by the Group as at 31 March 2014 were mainly interest rate options (cash-flow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 55,000,000 euro, whose fair value of 1,089,958 euro (1,535,452 euro at 31 December 2013) is recorded as liabilities. As at 31 March 2014 and 31 December 2013, all derivatives are hedging derivatives.
________________________________________________
These interest rate hedging instruments are valued at fair value as at the balance sheet date, determined by valuations made by the Group using derivative valuation calculation schedules and external valuations when these schedules do not permit the valuation of certain instruments. For options, fair value is determined using the Black-Scholes model and its variants.
The fair value of derivatives is calculated using valuation models based on assumptions which are confirmed by market benchmarks, thus complying with level 2 requirements set on the IFRS 7.
Risk coverage guidelines generally used by the Group in contractually arranged hedging instruments are as follows:
Counterparts for derivatives are selected based on their financial strength and credit risk profile, with this profile being generally measured by a rating note attributed by rating agencies of recognized merit. Counterparts for derivatives are top level, highly prestigious financial institutions which are recognized nationally and internationally.
The fair value of derivatives is as follows:
| Assets | Liabilities | |||
|---|---|---|---|---|
| 31 March 2014 | 31 December 2013 | 31 March 2014 | 31 December 2013 | |
| Non-Hedge accounting derivatives | ||||
| Interest rate | - | - | - | - |
| Hedge accounting derivatives | ||||
| Interest rate (Note 18) | - | - | 1,089,958 | 1,535,452 |
| Other derivatives | - | - | - | - |
| - | - | 1,089,958 | 1,535,452 |
As at 31 March 2014 and 31 December 2013 other current liabilities can be detailed as follows:
________________________________________________
| 31 March 2014 | 31 December 2013 | |
|---|---|---|
| Loans and other amounts payable to related parties | ||
| Plaza Mayor Parque de Ocio, SA | 2,073,900 | 2,092,131 |
| Others | 216,740 | 216,645 |
| 2,290,640 | 2,308,776 | |
| Other creditors | ||
| Creditors in the restructuring process of Torralta | 468,095 | 456,039 |
| 468,095 | 456,039 | |
| Deferred income | ||
| Obligations by share-based payments (Note 21) | 360,891 | 492,056 |
| 360,891 | 492,056 | |
| Other non current liabilities | 3,119,626 | 3,256,871 |
In 2013 and in previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae Capital SGPS, SA to be acquired at nil cost, three years after they were attributed to the employee. In any case, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the choice to settle in cash instead of shares. The option can only be exercised if the employee still works for the Sonae Capital Group on the vesting date.
________________________________________________
As at 31 March 2014 and 31 December 2013, the market value of total liabilities arising from share-based payments, which have not yet vested, may be summarised as follows:
| Year of | Vesting Number of year participants |
Fair Value | |||
|---|---|---|---|---|---|
| grant | 31 March 2014 | 31 December 2013 | |||
| Shares | |||||
| 2011 | 2014 | 2 | - | 106,579 | |
| 2012 | 2015 | 8 | 695,181 | 467,581 | |
| 2013 | 2016 | 8 | 794,663 | 535,181 | |
| 2014 | 2017 | 7 | 287,488 | - | |
| Total | 1,777,332 | 1,109,341 | |||
As at 31 March 2014 and 31 December 2013, the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which have not yet vested:
| 31 March 2014 | 31 December 2013 | |
|---|---|---|
| Other non current liabilities | 360,891 | 492,056 |
| Other current liabilities | 568,962 | 106,579 |
| Reserves | 438,604 | 110,935 |
| Staff Costs | 491,249 | 487,700 |
________________________________________________
As at 31 March 2014 and 31 December 2013 trade accounts payable can be detailed as follows:
| 31 March 2014 | 31 December 2013 | |
|---|---|---|
| Trade creditors | 18,315,468 | 15,756,800 |
| Loans granted by and other payables to related parties Other current liabilities |
1,336,096 | 107,740 |
| Fixed assets suppliers | 1,389,856 | 2,494,318 |
| Advances from customers and down payments | 2,878,713 | 3,203,979 |
| Other creditors | 1,238,720 | 1,197,491 |
| Taxes and contributions payable | 8,827,203 | 7,007,231 |
| Staff costs | 6,583,632 | 5,610,334 |
| Deferred income for services rendered | 831,475 | 2,777,135 |
| Interest payable | 1,654,700 | 1,339,963 |
| Investment aid | 1,599,496 | 1,604,523 |
| Other liabilities | 12,875,295 | 8,280,657 |
| 37,879,090 | 33,515,631 | |
| Trade accounts payable and other current liabilities | 57,530,654 | 49,380,171 |
Movements in provisions and accumulated impairment losses over the period ended 31 March 2014 were as follows:
________________________________________________
| Captions | Balance as at 1 January 2014 |
Increases | Decreases | Utilisations | Balance as at 31 March 2014 |
|---|---|---|---|---|---|
| Accumulated impairment losses on: | |||||
| Other Investments (Notes 6 and 10) | 7,868,877 | - | - | - | 7,868,877 |
| Other non current assets (Note 11) | 34,916 | - | - | - | 34,916 |
| Trade accounts receivable (Note 13) | 6,039,005 | 77,272 | (118,344) | (11,609) | 5,986,324 |
| Other current assets (Note 13) | 7,707,008 | 4,920 | (1,431) | - | 7,710,497 |
| Inventories (Note 12) | 3,725,862 | - | (146,918) | - | 3,578,944 |
| Non current provisions | 3,079,824 | - | - | - | 3,079,824 |
| Current provisions | 2,957,713 | 2,088,949 | (58,654) | (46,886) | 4,941,121 |
| 31,413,205 | 2,171,141 | (325,347) | (58,495) | 33,200,503 |
As at 31 March 2014 and 31 December 2013 detail of other provisions was as follows:
| 31 March 2014 | 31 December 2013 | ||
|---|---|---|---|
| Judicial claims | 1,759,095 | 1,824,313 | |
| Others | 6,261,850 | 4,213,223 | |
| 8,020,945 | 6,037,537 |
Impairment losses are deducted from the book value of the corresponding asset.
As at 31 March 2014 and 31 December 2013 the most important contingent liabilities referred to guarantees given and were made up as follows:
________________________________________________
| 31 March 2014 | 31 December 2013 | ||
|---|---|---|---|
| Guarantees given: | |||
| on VAT reimbursements | 5,065,159 | 5,065,159 | |
| on tax claims | 4,849,393 | 4,015,535 | |
| on municipal claims | 1,134,224 | 2,884,505 | |
| Others | 11,800,288 | 14,905,311 |
Others include the following guarantees:
4,855,457 euro as at 31 March 2014 (7,862,436 euro as at 31 December 2013) of guarantees on construction works given to clients;
5,581,280 euro as at 31 March 2014 of guarantees given concerning building permits in the Tourism business.
The Group has not registered provisions for the events/disagreements for which these guarantees were given since the Group believes that the above mentioned events will not result in a loss for the Group.
Balances and transactions with related parties are detailed as follows:
________________________________________________
| Sales and services rendered | Purchases and services obtained | ||||
|---|---|---|---|---|---|
| Transactions | 31 March 2014 | 31 March 2013 | 31 March 2014 | 31 March 2013 | |
| Parent company (a) | 1,025 | - | - | - | |
| Associated companies | 3,717 | - | 7,913 | 3,025 | |
| Other partners and Group companies (b) | 5,638,595 | 5,313,535 | 1,266,395 | 1,400,606 | |
| 5,643,337 | 5,313,535 | 1,274,308 | 1,403,631 | ||
| Interest income | Interest expenses | ||||
| Transactions | 31 March 2014 | 31 March 2013 | 31 March 2014 | 31 March 2013 | |
| Parent company (a) | - | - | - | - | |
| Associated companies | 252,188 | 227,272 | - | - | |
| Other partners and Group companies (b) | - | - | 32,351 | 35,280 | |
| 252,188 | 227,272 | 32,351 | 35,280 | ||
| Accounts receivable | Accounts payable | ||||
| Balances | 31 March 2014 | 31 December 2013 |
31 March 2014 | 31 December 2013 |
|
| Parent company (a) | 1,261 | - | - | - | |
| Associated companies | 255,906 | 937,076 | 5,671 | 1,812 | |
| Other partners and Group companies (b) | 6,104,241 | 8,463,343 | 2,451,510 | 2,415,720 | |
| 6,361,408 | 9,400,419 | 2,457,181 | 2,417,532 | ||
| Loans obtained | Loans granted | ||||
| Balances | 31 March 2014 | 31 December 2013 |
31 March 2014 | 31 December 2013 |
|
| Parent company (a) | - | - | - | - | |
| Associated companies | - | - | 19,334,271 | 18,397,346 | |
| Other partners and Group companies (b) | 2,073,996 | 2,092,131 | - | - | |
| 2,073,996 | 2,092,131 | 19,334,271 | 18,397,346 |
a) The parent company is Efanor Investimentos, SGPS, SA;
b) Balances and transactions with Sonae, SGPS, SA and Sonae Indústria, SGPS, SA are included under Other partners in Group companies.
As at 31 March 2014 and 2013, Taxation was made up as follows:
| 31 March 2014 | |
|---|---|
| 2,121,798 | |
| 239,886 | (688,978) |
| 411,680 | 1,432,820 |
| 171,794 |
________________________________________________
As at 31 March 2014 and 2013, the reconciliation of consolidated net profit can be analysed as follows:
________________________________________________
| 31 March 2014 | 31 March 2013 | |
|---|---|---|
| Aggregate net profit | 14,477,528 | 8,507,927 |
| Harmonisation adjustments | (854,990) | 158,243 |
| Elimination of intragroup dividends | (20,192,842) | (16,349,646) |
| Share of gains/(losses) of associated undertakings | 1,447,815 | 1,252,707 |
| Elimination of intragroup capital gains/(losses) | - | 493 |
| Elimination of intragroup impairment | (385,636) | (253,547) |
| Adjustments of gains/(losses) on assets disposals | - | - |
| Adjustments of gains/(losses) of financial shareholdings sale | - | 249,969 |
| Others | 279,691 | - |
| Consolidated net profit for the year | (5,228,434) | (6,433,854) |
Earnings per share for the periods ended 31 March 2014 and 31 March 2013 were calculated taking into consideration the following amounts:
________________________________________________
| 31 March 2014 | 31 March 2013 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings per share (Net profit for the period ) |
(4,996,457) | (6,249,484) |
| Net profit taken into consideration to calculate diluted earnings per share | (4,996,457) | (6,249,484) |
| Number of shares | ||
| Weighted average number of shares used to calculated basic earnings per share |
246,147,643 | 248,203,570 |
| Weighted average number of shares used to calculated diluted earnings per share |
246,147,643 | 248,203,570 |
| Earnings per share (basic and diluted) | (0.020299) | (0.025179) |
In 31 March 2014 and 31 March and 31 December 2013, the following were identified as segments:
________________________________________________
The contribution of the business segments to the income statement of the periods ended 31 March 2014 and 2013 can be detailed as follows:
| 31 March 2014 | |||||
|---|---|---|---|---|---|
| Profit & Loss Account | Sales | Services rendered | Other operational income |
Total operational income |
Operational cash flow (EBITDA) |
| Resorts | 11,280,807 | 1,302,428 | 297,780 | 12,881,015 | 516,604 |
| Hotels | 12,132 | 1,518,669 | 90,299 | 1,621,100 | (2,451,498) |
| Fitness | 56,987 | 3,312,622 | 150,594 | 3,520,203 | 309,329 |
| Other | - | 237,473 | 10,543 | 248,016 | (56,454) |
| Intersegment Adjustments | (16) | (795,586) | (177,903) | (973,505) | 8,270 |
| Tourism | 11,349,910 | 5,575,606 | 371,313 | 17,296,829 | (1,673,749) |
| Energy | 7,009,983 | 118,971 | 29,253 | 7,158,207 | 1,442,290 |
| Refrigeration and HVAC | 2,113,310 | 9,828,107 | 244,293 | 12,185,710 | (431,259) |
| Real Estate Assets | 181,204 | 1,887,908 | 204,866 | 2,273,978 | 1,092,854 |
| Financial Assets | - | 1,135,511 | 46,516 | 1,182,027 | (143,791) |
| Intersegment Adjustments | - | - | - | - | - |
| Total Other Assets | 181,204 | 3,023,419 | 251,382 | 3,456,005 | 949,063 |
| Holding & Others | - | 1,517,500 | 35,102 | 1,552,602 | (624,457) |
| Intersegment Adjustments | (376,446) | (2,928,323) | 109,180 | (3,195,589) | (9,293) |
| Consolidated | 20,277,961 | 17,135,280 | 1,040,523 | 38,453,764 | (347,405) |
| 31 March 2013 | |||||
|---|---|---|---|---|---|
| Profit & Loss Account | Sales | Services rendered | Other operational income |
Total operational income |
Operational cash flow (EBITDA) |
| Resorts | 884,560 | 1,389,365 | 490,220 | 2,764,145 | (369,554) |
| Hotels | 14,392 | 1,793,345 | 160,743 | 1,968,480 | (2,338,787) |
| Fitness | 21,415 | 2,777,423 | 372,283 | 3,171,121 | 148,924 |
| Other | - | 293,430 | 34,164 | 327,594 | 3,278 |
| Intersegment Adjustments | (322) | (843,253) | (208,888) | (1,052,463) | 6,081 |
| Tourism | 920,045 | 5,410,310 | 848,522 | 7,178,877 | (2,550,058) |
| Energy | 3,250,084 | 56,660 | 75,249 | 3,381,993 | 851,927 |
| Refrigeration and HVAC | 3,151,513 | 9,950,930 | 168,691 | 13,271,134 | (15,754) |
| Real Estate Assets | 100,000 | 1,832,560 | 125,465 | 2,058,025 | 1,003,000 |
| Financial Assets | 744 | 2,154,171 | 404,348 | 2,559,263 | 232,287 |
| Intersegment Adjustments | - | - | - | - | - |
| Total Other Assets | 100,744 | 3,986,731 | 529,813 | 4,617,288 | 1,235,287 |
| Holding & Others | - | 1,366,764 | 65,887 | 1,432,651 | (409,131) |
| Intersegment Adjustments | (540,185) | (3,088,174) | (7,851) | (3,636,210) | (6,835) |
| Consolidated | 6,882,201 | 17,683,221 | 1,680,311 | 26,245,733 | (894,564) |
| 31 March 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance Sheet | Fixed Assets Tangible and Intangible |
Investments | Other Assets | Total Assets | Total Liabilities |
Technical investment |
Gross Debt | Net Debt |
| Resorts | 104,360,993 | 162,626 | 145,844,651 | 250,368,270 | 151,311,230 | 316,640 | 17,897,977 | 17,831,816 |
| Hotels | 891,466 | 7,701 | 10,933,319 | 11,832,487 | 25,994,896 | 72,623 | - | (31,642) |
| Fitness | 9,089,876 | 20,357 | 1,884,187 | 10,994,420 | 18,706,356 | 62,755 | 1,111,332 | 1,039,668 |
| Other | 203,768 | 341,450 | 118,306,637 | 118,851,855 | 240,023,650 | 200,042 | - | (7,980) |
| Intersegment Adjustments | - | - | (133,386,876) | (133,386,876) | (139,752,869) | - | - | - |
| Tourism | 114,546,103 | 532,135 | 143,581,918 | 258,660,155 | 296,283,263 | 652,060 | 19,009,309 | 18,831,862 |
| Energy | 26,708,187 | 129,375 | 25,776,085 | 52,613,647 | 40,007,665 | 397,701 | 11,446,715 | 1,382,478 |
| Refrigeration and HVAC | 339,937 | 70 | 47,706,884 | 48,046,892 | 14,404,695 | 6,193 | 799,325 | 390,835 |
| Real Estate Assets | 106,517,789 | 20,201,446 | 103,868,649 | 230,587,884 | 164,490,877 | 20,111 | 877 | (1,825,908) |
| Financial Assets | 291,187 | 14,063,409 | 42,434,998 | 56,789,593 | 25,108,913 | 78,538 | 542,653 | 248,995 |
| Intersegment Adjustments | - | - | 3,734,373 | 3,734,373 | - | - | - | - |
| Total Other Assets | 106,808,975 | 34,264,855 | 150,038,019 | 291,111,849 | 189,599,790 | 98,649 | 543,530 | (1,576,913) |
| Holding & Others | 903,614 | 19,210,102 | 422,598,395 | 442,712,107 | 241,368,913 | 243,672 | 227,255,188 | 226,602,818 |
| Intersegment Adjustments | - | - | (444,608,771) | (444,608,771) | (441,100,962) | - | - | - |
| Consolidated | 249,306,816 | 54,136,537 | 345,092,530 | 648,535,880 | 340,563,364 | 1,398,276 | 259,054,067 | 245,631,080 |
| 31 December 2013 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance Sheet | Fixed Assets Tangible and Intangible |
Investments | Other Assets | Total Assets | Total Liabilities |
Technical investment |
Gross Debt | Net Debt |
| Resorts | 105,481,311 | 162,441 | 154,102,824 | 259,746,575 | 156,927,406 | 617,795 | 18,335,737 | 18,238,655 |
| Hotels | 1,075,954 | 7,647 | 11,789,571 | 12,873,172 | 24,015,098 | 173,498 | 277 | (56,961) |
| Fitness | 9,404,573 | 20,098 | 1,768,000 | 11,192,671 | 18,637,298 | 502,800 | 1,240,792 | 1,164,515 |
| Other | 4,489 | 341,450 | 123,672,141 | 124,018,080 | 243,598,480 | - | 24,296 | (6,689) |
| Intersegment Adjustments | - | - | (138,863,336) | (138,863,336) | (145,227,101) | - | - | - |
| Tourism | 115,966,327 | 531,637 | 152,469,199 | 268,967,163 | 297,951,181 | 1,294,093 | 19,601,101 | 19,339,520 |
| Energy | 21,611,730 | 2,546 | 7,349,632 | 28,963,908 | 25,241,374 | 4,541,284 | 10,539,415 | 10,535,939 |
| Refrigeration and HVAC | 374,001 | 13 | 51,577,202 | 51,951,216 | 17,781,413 | 40,013 | 768,024 | 116,194 |
| Real Estate Assets | 107,375,160 | 20,084,089 | 103,648,103 | 231,107,352 | 159,783,318 | 371,489 | 50,035 | (1,066,022) |
| Financial Assets | 234,843 | 12,366,945 | 50,785,700 | 63,387,488 | 22,995,450 | 159,677 | 455,459 | 283,541 |
| Intersegment Adjustments | - | - | 4,164,013 | 4,164,013 | - | - | - | - |
| Total Other Assets | 107,610,004 | 32,451,034 | 158,597,815 | 298,658,853 | 182,778,768 | 531,166 | 505,494 | (782,481) |
| Holding & Others | 735,993 | 19,013,320 | 416,120,995 | 435,870,308 | 243,563,946 | 433,778 | 217,605,606 | 216,812,506 |
| Intersegment Adjustments | - | - | (450,975,029) | (450,975,029) | (447,040,605) | - | - | - |
| Consolidated | 246,298,054 | 51,998,550 | 335,139,814 | 633,436,418 | 320,276,079 | 6,840,333 | 249,019,641 | 246,021,678 |
Net debt of the Holding can be analysed as follows:
| 31 March 2014 | |
|---|---|
| Inflows | |
| Gross bank debt | 227,255,011 |
| Cash and cash equivalents | 646,275 |
| Net bank debt | 226,608,736 |
| Other Assets | (122,128,090) |
| Intercompany ST Loans Obtained | (122,128,090) |
| Total Inflows | 104,480,646 |
| Outflows | |
| Tourism | 235,846,252 |
| Other Assets | 26,791,780 |
| Intercompany Loans Granted | 262,638,032 |
No significant events, requiring further disclosure, have occurred after 31 March 2014.
________________________________________________
These consolidated financial statements were approved by the Board of Directors and authorized for issue on 8 May 2014.
________________________________________________
31 MARCH 2014
(Translation of the individual financial statements originally issued in Portuguese)
| ASSETS | Notes | 31 March 2014 | 31 December 2013 | |
|---|---|---|---|---|
| NON CURRENT ASSETS: | ||||
| Tangible assets | 3,792 | 4,668 | ||
| Investments | 4 | 577,164,879 | 576,779,243 | |
| Deferred tax assets | 7 | 1,461,425 | 407,059 | |
| Other non current assets | 5 | 142,898,195 | 153,051,695 | |
| Total Non Current Assets | 721,528,291 | 730,242,665 | ||
| CURRENT ASSETS: | ||||
| Other current assets | 6 | 31,140,404 | 6,970,428 | |
| Cash and cash equivalents | 8 | 645,928 | 786,250 | |
| Total Current Assets | 31,786,332 | 7,756,678 | ||
| TOTAL ASSETS | 753,314,623 | 737,999,343 | ||
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share Capital | 9 | 250,000,000 | 250,000,000 | |
| Own shares | 9 | (1,528,907) | (1,124,125) | |
| Legal reserve | 10 | 8,611,464 | 8,307,376 | |
| Other reserves | 10 | 293,493,001 | 287,715,325 | |
| Profit / (Loss) for the period | 17,432,664 | 6,081,764 | ||
| TOTAL EQUITY | 568,008,222 | 550,980,341 | ||
| LIABILITIES: | ||||
| NON CURRENT LIABILITIES: | ||||
| Bank loans | 11 | 77,740,021 | 66,148,229 | |
| Bonds | 11 | 10,000,000 | 9,999,265 | |
| Other non current liabilities Deferred tax liabilities |
7 | 174,358 - |
167,556 - |
|
| Total Non Current Liabilities | 87,914,379 | 76,315,050 | ||
| CURRENT LIABILITIES | ||||
| Suppliers | 47,686 | 229,793 | ||
| Bank loans | 11 | 88,783,697 | 90,250,000 | |
| Other creditors | 12 | 6,412,218 | 18,798,082 | |
| Other current liabilities | 13 | 2,148,421 | 1,426,077 | |
| Total Current Liabilities | 97,392,022 | 110,703,952 | ||
| TOTAL EQUITY AND LIABILITIES | 753,314,623 | 737,999,343 |
The accompanying notes are an integral part of these financial statements
INDIVIDUAL INCOME STATEMENTS BY NATURE
(Translation of the individual financial statements originally issued in Portuguese)
| Notes | 31 March 2014 | 31 March 2013 | |
|---|---|---|---|
| Operational income | |||
| Other operational income | 19,956 | 4,735 | |
| Total operational income | 19,956 | 4,735 | |
| Operational expenses | |||
| External supplies and services | 14 | (99,969) | (250,074) |
| Staff costs | 16 | (498,248) | (221,835) |
| Depreciation and amortisation | (876) | - | |
| Other operational expenses | (8,664) | (9,883) | |
| Total operational expenses | (607,757) | (481,792) | |
| Operational profit/(loss) | (587,801) | (477,057) | |
| Financial income | 17 | 2,613,491 | 2,263,683 |
| Financial expenses | 17 | (2,545,241) | (2,261,308) |
| Net financial income/(expenses) | 68,250 | 2,374 | |
| Investment income | 17 | 15,256,422 | 12,764,392 |
| Profit/(loss) before taxation | 14,736,871 | 12,289,709 | |
| Taxation | 18 | 2,695,793 | 109,176 |
| Profit/(loss) for the period | 17,432,664 | 12,398,885 | |
| Profit/(loss) per share | |||
| Basic and diluted | 18 | 0.070822 | 0.049954 |
The accompanying notes are an integral part of these financial statements
(Translation of the individual financial statements originally issued in Portuguese)
(Amounts expressed in euro)
| 31 March 2014 | 31 March 2013 | |
|---|---|---|
| Net profit for the period | 17,432,664 | 12,398,885 |
| 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 | 17,432,664 | 12,398,885 |
| Sonae Capital, SGPS, SA Report and Accounts |
(Translation of the individual financial statements originally issued in Portuguese)
(Amounts expressed in euro)
| 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 2013 | 250,000,000 | (264,706) | 8,307,376 | - | - 288,710,416 | - | 297,017,792 | (995,091) | 545,757,995 | |
| Total comprehensive income for the period | - | - | - | - | - | - | - | - | 12,398,885 | 12,398,885 |
| Appropriation of profits: Transfer to legal reserve and retained earnings |
- | - | - | - | - | (995,091) | - | (995,091) | 995,091 | - |
| Dividends distributed Acquisition/(disposal) of own shares |
- - |
- (204,721) |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
- (204,721) |
| Others | - | - | - | - | - | - | - | - | - | - |
| Balance as at 31 March 2013 | 250,000,000 | (469,427) | 8,307,376 | - | - 287,715,325 | - | 296,022,701 | 12,398,885 | 557,952,160 | |
| Balance as at 1 January 2014 | 250,000,000 | (1,124,126) 0 8,307,376 | - | - 287,715,325 | - | 296,022,701 | 6,081,764 | 550,980,340 | ||
| Total comprehensive income for the period | - | - | - | - | - | - | - | - | 17,432,664 | 17,432,664 |
| Appropriation of profits: Transfer to other reserves and legal reserve |
- | - | 304,088 | - | - | 5,777,676 | - | 6,081,764 | (6,081,764) | - |
| Dividends distributed Acquisition/(disposal) of own shares |
- - |
- (404,782) |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
- (404,782) |
| Others | - | - | - | - | - | - | - | - | - | - |
| Balance as at 31 March 2014 | 250,000,000 | (1,528,907) | 8,611,464 | - | - 293,493,001 | - | 302,104,465 | 17,432,664 | 568,008,222 |
The accompanying notes are an integral part of these financial statements
FOR THE THREE MONTHS ENDED 31 MARCH 2014 AND 2013
(Translation of the individual financial statements originally issued in Portuguese)
(Amounts expressed in euro)
| 31 March 2014 | 31 March 2013 | ||
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Cash paid to trade creditors | 276,150 | 276,517 | |
| Cash paid to employees | 278,105 | 158,335 | |
| Cash flow generated by operations | (554,255) | (434,851) | |
| Income taxes (paid)/received | 509 | 506 | |
| Other cash receipts/(payments) relating to operating activities | (256,848) | (506,713) | |
| Net c as h flow from operat ing ac t ivit ies [ 1] |
(811,612) | (942,070) | |
| INVESTMENT ACTIVITIES | |||
| Cash receipts arising from: | |||
| Interest and similar income | 4,976,330 | 5,051,168 | |
| Loans granted | - | 6,098,450 | |
| 4,976,330 | 11,149,618 | ||
| Cash payments arising from: Investments |
|||
| Tangible assets | |||
| Loans granted | (445,640) | 5,204,000 | |
| Net c as h flow from inves t ment ac t ivit ies [ 2] |
(445,640) 5,421,970 |
5,204,000 5,945,618 |
|
| FINANCING ACTIVITIES | |||
| Cash receipts arising from: | |||
| Loans obtained | 11,550,000 | 6,950,000 | |
| 11,550,000 | 6,950,000 | ||
| Cash Payments arising from: | |||
| Interest and similar costs Acquisition of own shares |
2,043,795 404,783 |
1,891,029 204,721 |
|
| Loans obtained | 13,935,800 16,384,378 |
10,125,500 12,221,250 |
|
| Net c as h flow from financ ing ac t ivit ies [ 3] |
(4,834,378) | (5,271,250) | |
| Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] | (224,020) | (267,702) | |
| Cash and cash equivalents at the beginning of the period | 8 | 786,250 | 373,019 |
| Cash and cash equivalents at the end of the period | 8 | 562,230 | 105,317 |
The accompanying notes are an integral part of these financial statements
(Translation of the individual financial statements originally issued in Portuguese) (Amounts expressed in euro)
Sonae Capital, SGPS, SA ("the Company" or "Sonae Capital") whose registered office is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, was set up on 14 December 2007 by public deed, following the demerger from Sonae, SGPS, SA of the whole of the shareholding in the company formerly named Sonae Capital, SGPS, SA, now named SC, SGPS, SA, in compliance with paragraph a) of article 118 of the Commercial Companies Code.
The Company's financial statements are presented as required by the Commercial Companies Code. According to Decree-Law 158/2009 of 13 July of 2009, the Company's financial statements have been prepared in accordance with International Financial Reporting Standards.
The principal accounting policies adopted in preparing the accompanying individual financial statements are consisting with those used in the financial statements presented for the year ended 31 December 2013.
Basis of preparation
Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accompanying financial statements have been prepared from the books and accounting records on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.
During the period there were no changes in accounting policies or prior period errors.
As at 31 March 2014 and 31 December 2013 Investments are detailed as follows:
| 31 March 2014 | 31 December 2013 | |
|---|---|---|
| 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 | (7,034,394) | (7,420,029) |
| 577,164,879 | 576,779,243 | |
As at 31 March 2014 and 31 December 2013, the detail of Investments in Affiliated and Associated Companies is as shown in the table below.
| 31 March 2014 | 31 December 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Company | % Held | Fair | Book Value | Fair Value | % Held | Fair | Fair Value | |
| Value | Reserve | Value | Book Value | Reserve | ||||
| SC, SGPS, SA | 100.00 | - | 382,638,253 | - | 100.00 | - | 382,638,253 | - |
| Spred, SGPS, SA | 54.05 | - | 40,000,000 | - | 54.05 | - | 40,000,000 | - |
| SC Assets, SGPS, SA | 76.64 | - | 82,000,000 | - | 76.64 | - | 82,000,000 | - |
| Sonae Turismo, SGPS, SA | 23.08 | - | 37,500,000 | - | 23.08 | - | 37,500,000 | - |
| Fundo Esp.Inv.Imo.Fec. WTC | 59.57 | - | 42,057,273 | - | 59.57 | - | 42,057,273 | - |
| Total | - | 584,195,526 | - | - | 584,195,526 | - |
Investments carried at cost correspond to those in unlisted companies and for which a fair value cannot be reliably estimated.
Impairment tests on financial investments were performed, based on external valuations of the real estate of group companies, to assess the fair value of such investments.
As at 31 March 2014 and 31 December 2013, the detail of Impairments on Investments in Affiliated and Associated Companies is as shown in the table below.
| 31 March 2014 | 31 December 2013 | |
|---|---|---|
| Fundo Esp.Inv.Imo.Fec. WTC | (534,394) | (920,029) |
| Sonae Turismo, SGPS, SA | (6,500,000) | (6,500,000) |
| (7,034,394) | (7,420,029) |
As at 31 March 2014 and 31 December 2013 Other Non Current Assets are detailed as follows:
| 31 March 2014 | 31 December 2013 | |
|---|---|---|
| Loans granted to group companies: | ||
| SC, SGPS, SA | 111,185,153 | 121,338,653 |
| SC Assets, SGPS, SA | 31,713,043 | 31,713,043 |
| 142,898,195 | 153,051,695 |
These assets were not due or impaired as at 31 March 2014. The fair value of loans granted to Group companies is basically the same as their book value.
Loans to group companies interest at market rates and are repayable within a period exceeding one year.
As at 31 March 2014 and 31 December 2013 Other Current Assets can be detailed as follows:
| 31 March 2014 | 31 December 2013 | |
|---|---|---|
| Group companies - Dividends: | ||
| SC, SGPS, SA | 11,576,947 | - |
| SC Assets SGPS, SA | 2,184,535 | - |
| Spred SGPS, SA | 1,109,304 | - |
| Group companies - Short term loans: | ||
| SC, SGPS, SA | 5,776,360 | 232,300 |
| SC Assets SGPS, SA | 4,491,300 | 327,500 |
| Income tax withheld | 2,497,115 | 847,476 |
| Other Debtors | 79,990 | 81,727 |
| Accrued income | 2,618,493 | 4,984,735 |
| Deferred costs | 806,360 | 496,690 |
| 31,140,404 | 6,970,428 |
Loans granted to group companies bear interest at market rates and are repayable within one year.
The amount recorded as accrued income includes EUR 2,618,493 for interest on loans granted to group companies.
Under the heading deferred costs include EUR 748,563 relating to bank charges.
Deferred tax assets and liabilities as at 31 March 2014 and 31 December 2013 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | ||||
|---|---|---|---|---|---|
| 31 March 2014 | 31 December 2013 | 31 March 2014 | 31 December 2013 | ||
| Tax losses carried forward | 1,461,425 | 407,059 | - - |
||
| Others | - | - | - - |
During the periods ended 31 March 2014 and 31 December 2013, movements in Deferred tax are as follows:
| Deferred tax assets | Deferred tax liabilities | ||||
|---|---|---|---|---|---|
| 31 March 2014 | 31 December 2013 | 31 March 2014 | 31 December 2013 | ||
| Opening balance | 407,059 | 429,213 | - 778 |
||
| Effect in results ( Nota 17): | |||||
| Tax losses carried forward | 1,054,366 | 12,108 | - - |
||
| Others | - | (34,262) | - (778) |
||
| 1,461,425 | 407,059 | - - |
|||
| Effect in reserves: | - | - | - - |
||
| Closing balance | 1,461,425 | 407,059 | - - |
As at 31 March 2014 and 31 December 2013 Cash and Cash Equivalents can be detailed as follows:
| 31 March 2014 | 31 December 2013 | |
|---|---|---|
| Cash | 1,004 | 1,004 |
| Bank deposits | 644,924 | 785,247 |
| Cash and cash equivalents in the balance sheet | 645,928 | 786,250 |
| Bank overdrafts | (83,697) | - |
| Cash and cash equivalents in the cash flow statement | 562,230 | 786,250 |
As at 31 March 2014 Share Capital consisted of 250,000,000 ordinary shares of 1 euro each.
In 2014, Sonae Capital SGPS, S.A. bought 1,034,500 own shares on the stock market, representing 0.4138% of its share capital, for a total consideration of 404,782.67 euro. As at 31 March 2014, the total of own shares bought by the company is 6,154,062, representing 2.462% of its share capital.
As at 31 March 2014, and 31 December 2013 the caption Other Reserves can be detailed as follows:
| 31 March 2014 | 31 December 2013 | |
|---|---|---|
| Free reserves | 159,325,841 | 153,952,948 |
| Demerger reserve | 132,638,252 | 132,638,252 |
| Own shares reserve | 1,528,907 | 1,124,125 |
| 293,493,001 | 287,715,325 |
The demerger reserve (Note 1), corresponds to the difference between the book value of the shareholding in SC, SGPS, SA (382,638,252 euro) which was spun off from Sonae, SGPS, SA to the Company, and the value of the share capital of the Company (250,000,000 euro). This reserve, which has a treatment similar to that of a Legal Reserve, according to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.
Legal Reserve: According to the Company Law, at least 5% of the annual net profit must be transferred to the legal reserve until it represents 20% of share capital. This reserve cannot be distributed to shareholders, unless the company is liquidated, but can be used to cover prior year losses, once other reserves have been used fully, or for capital increases. As at 31 March 2014 the value of this caption is 8,611,464 euro.
As at 31 March 2014 and 31 December 2013 this caption included the following loans:
| 31 March 2014 | 31 December 2013 | ||||
|---|---|---|---|---|---|
| Current | Non Current | Current | Non Current | ||
| Bank Loans | |||||
| Sonae Capital SGPS - Commercial paper a) |
73,450,000 | - | 75,000,000 | - | |
| Sonae Capital SGPS - Commercial paper d) |
8,250,000 | - | 8,250,000 | - | |
| Sonae Capital SGPS - Commercial paper b) |
- | 24,200,000 | - | 12,650,000 | |
| Sonae Capital SGPS - Commercial paper c) |
- | 30,000,000 | - | 30,000,000 | |
| Sonae Capital SGPS - Term loan e) |
7,000,000 | 24,000,000 | 7,000,000 | 24,000,000 | |
| Up-front fees not yet charged to income statement | - | (459,979) | - | (501,771) | |
| 88,700,000 | 77,740,021 | 90,250,000 | 66,148,229 | ||
| Bank overdrafts (Nota 8) | 83,697 | - | - | - | |
| 88,783,697 | 77,740,021 | 90,250,000 | 66,148,229 | ||
| Bond Loans | |||||
| Nominal value of bonds Sonae Capital 2011/2016 f) |
- | 10,000,000 | - | 10,000,000 | |
| Up-front fees not yet charged to income statement | - | - | - | (735) | |
| - | 10,000,000 | - | 9,999,265 | ||
| 88,783,697 | 87,740,021 | 90,250,000 | 76,147,494 |
The average interest rate of these bond loans as at 31 March 2014 was 3.50%.
The bank loans mentioned above bear interest at market rates, indexed to the Euribor of each issue period.
There are no Derivatives.
As at 31 March 2014 and 31 December 2013, these captions were made up as follows:
| 31 March 2014 | 31 December 2013 | |
|---|---|---|
| Other creditors | ||
| Group companies - Short term loans: | ||
| Spred, SGPS, SA | 6,410,370 | 18,796,170 |
| Other creditors | 1,848 | 1,912 |
| 6,412,218 | 18,798,082 |
Loans obtained from group companies bear interest at market rates and are repayable within one year.
As at 31 March 2014 and 31 December 2013, these captions were made up as follows:
| 31 March 2014 | 31 December 2013 | |
|---|---|---|
| Other current liabilities | ||
| Taxes payable | 122,930 | 80,830 |
| Accruals: | ||
| Staff costs | 380,814 | 235,119 |
| Interest payable | 1,598,426 | 1,101,139 |
| Other accruals | 43,635 | 4,410 |
| Deferred income | 2,616 | 4,578 |
| 2,148,421 | 1,426,077 |
As at 31 March 2014 and 31 March 2013, External Supplies and Services can be detailed as follows:
| 31 March 2014 | 31 March 2013 | |
|---|---|---|
| Operational rents | 12,538 | 10,499 |
| Insurance costs | 12,408 | 12,045 |
| Travelling expenses | 6,389 | 4,984 |
| Services obtained | 60,787 | 216,054 |
| Other services | 847 | 6,492 |
| 92,969 | 250,074 |
As at 31 March 2014 and 31 March 2013, Staff Costs are made up as follows:
| 31 March 2014 | 31 March 2013 | |
|---|---|---|
| Governing bodies' remunerations | 454,088 | 180,604 |
| Social security contributions | 34,042 | 17,193 |
| Other staff costs | 10,118 | 24,038 |
| 498,248 | 221,835 |
As at 31 March 2014 and 31 March 2013, Net Financial Expenses and Investment Income can be detailed as follows:
| 31 March 2014 | 31 March 2013 | |
|---|---|---|
| Interest payable and similar expenses | ||
| Interest arising from: | ||
| Bank loans | (1,741,868) | (1,766,661) |
| Bonds | (119,011) | (119,793) |
| Other | (20,079) | (28,700) |
| Other financial expenses | (664,284) | (346,153) |
| (2,545,241) | (2,261,308) | |
| Interest receivable and similar income | ||
| Interest income | 2,613,491 | 2,263,683 |
| 2,613,491 | 2,263,683 | |
| Net financial expenses | 68,250 | 2,374 |
| Reversal of Impairment losses (Note 4.1) | 385,636 | 409,147 |
| Dividends received | 14,870,786 | 12,355,245 |
| Other income | - | - |
| Investment income | 15,256,422 | 12,764,392 |
As at 31 March 2014, the amount of dividends received from affiliated companies was as follows:
| SC ASSETS, SGPS, SA | 2,184,535 |
|---|---|
| SC, SGPS, SA | 11,576,947 |
| SPRED, SGPS, SA | 1,109,304 |
| 14,870,786 |
As at 31 March 2014 and 31 March 2013, Taxation is made up as follows:
| 31 March 2014 | 31 March 2013 | |
|---|---|---|
| Current tax | 1,641,427 | (2,351) |
| Deferred tax | 1,054,366 | 111,527 |
| 2,695,793 | 109,176 | |
Earnings per share for the three months periods ended 31 March 2014 and 2013 were calculated taking into consideration the following amounts:
| 31 March 2014 | 31 March 2013 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic | ||
| earnings per share (Net profit for the period ) | 17,432,664 | 12,398,885 |
| Effect of dilutive potential shares | - | - |
| Net profit taken into consideration to calculate | ||
| diluted earnings per share | 17,432,664 | 12,398,885 |
| Number of shares | ||
| Weighted average number of shares used to calculate | ||
| basic earnings per share | 246,147,643 | 248,203,570 |
| Weighted average number of shares used to calculate | ||
| diluted earnings per share | 246,147,643 | 248,203,570 |
| Earnings per share (basic and diluted) | 0.070822 | 0.049954 |
Art 5 nr 4 of Decree-Law nr 495/88 of 30 December changed by art 1 of Decree-Law nr 318/94 of 24 December
In the period ended 31 March 2014 no shareholders' loan contracts were entered.
In the period ended 31 March 2014 short-term loan contracts were entered with the companies Spred, SGPS, SA.
As at 31 March 2014 amounts due by affiliated companies can be summarized as follows:
Loans and Short term loans granted
| Companies | Closing Balance |
|---|---|
| SC, SGPS, SA | 116,961,513 |
| SC Assets, SGPS, SA | 36,204,343 |
| 153,165,855 |
As at 31 March 2014 amounts due to affiliated companies can be summarized as follows: Short term loans obtained
| Companies | Closing Balance |
|---|---|
| Spred, SGPS, SA | 6,410,370 |
| 6,410,370 |
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 8 May 2014.
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