Business and Financial Review • Aug 28, 2015
Business and Financial Review
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Report of the Board of Directors
PART V – LIMITED REVIEW REPORT
"The results achieved during the first half of the year witness our commitment and effort on implementing the defined strategy. It is of particular relevance the achievement of positive Net Results and the sale of diverse Finance and Real Estate assets, amounting to 32.5M€, allowing for a significant Net Debt reduction (33.9M€).
Improving each Business unit competitive position has been and will continue to be one of our core goals and the team's main effort during 2015. In fact, second quarter 2015 results continue showing significant improvements across major key financial indicators: total Operational Income grew 14% and EBITDA improved 5.46M€, generating a margin of 20.0%, having reached a positive Net Result of 3.53M€, a growth of 5.5M€ compared to the same period of last year.
Net Debt, following the implementation of the defined strategy, reached 200.6M€, registering another quarterly decrease of 27.9M€ or 53.41M€ when compared to June 2014."
Cláudia Azevedo, CEO
Consolidated EBITDA amounted to 9.59M€, an improvement of 5.46M€ compared
Consolidated 2Q15 NET RESULTS amounted to positive 3.53M€, representing an improvement of 5.5M€ compared to 2Q14. It should also be highlighted, driven by the positive Net Debt trend and the constant financing cost optimization, the 0.85M€ reduction registered at the Net Financial expenses
Consolidated OPERATIONAL INCOME GREW 15.1% with the majority of the segments presenting positive performances compared to last year.
Consolidated EBITDA amounted to 12.06M€, 3.0x the level achieved in the 1H14. It should be highlighted the contribution from the sale of non-core real estate assets and the Refrigeration & HVAC performance that has presented a
1H15 Net Results reached positive, 0.86M€, an important achievement in Sonae Capital recent history. Net Results grew 8.05M€ compared to 1H14, driven by the EBITDA performance and importantly, with a significant contribution from Net Financial costs reduction in light of the reduced both debt levels and
Free Cash Flow (levered) amounted to 31.9M€, representing an improvement of 40.24M€ compared to LY, benefiting from the improved Business Units operational contribution and, primarily, from the sale of 32.6M€ of non-core
Net Debt registered another significant drop of 33.9M€ compared to YE2014, to 200.6M€, the lowest level since the spin-off.
| 2.1. CONSOLIDATED PROFIT & LOSS STATEMENT | |||
|---|---|---|---|
Consolidated Total Operational Income reached 90.78M€, with an increase of 15.1% over the same period of last year, with the majority of the segments presenting favourable evolutions. Regarding Business units Top Line performance, it should be highlighted the following: (i) Energy, +41.1% due to the contribution of the operations acquired during 1Q14, the full operation of the photovoltaic plant of Martim Longo and high heat energy consumption in main industrial operators; (ii) Hospitality, +12.9% due to the occupancy rates growth and the contribution of the Hotel "The Artist" opened in April 2014; (iii) Fitness, +7.9% due to continuous growth in the number of active members; and (iv) Refrigeration & HVAC, +2.7% due to growing activity levels and despite the focus on specific business lines; according to the restructuring plan being implemented it was decided to abandon some business lines where we conclude we don´t own the adequate competitive advantages. On the negative side, it was registered a decrease in Resorts Top Line due to a lower number of deeds (1Q14 registered a very large number of deeds due to sales realized at the end of 2013).
There were no significant changes in 2Q15 when compared to the semester, with Total Operational Income increasing 14.2% over the same period of last year.
Consolidated EBITDA in 1H15 reached 12.06M€, registering an increase of 3.0x or 8.08M€ compared to the same period of last year. Main business contribution to Consolidated EBITDA comes from Energy segment, with an improvement of 1.30M€ to 5.70M€. Refrigeration & HVAC also revealed an improvement of 0.66M€, driven by the first results of the internal restructuring process started in 2014 and still on-going. Hospitality improved 1H15's EBITDA in 7.9%, based on improved operational KPIs, but, nevertheless, maintaining a negative value of 3.18M€. The Resorts segment, despite the lower Top Line, improved EBITDA by 24.5% to 1.28M€, as a consequence of a better sales mix and the need for a lower level of provisions for the Guaranteed Income.
It is of particular relevance on the results of the second quarter, the divestment of real estate assets, mainly of "Duque de Loulé" asset for 10M€, that originated a capital gain in consolidated results of approximately 6.0M€.
1H15 Net Results improved 8.05M€, reaching positive levels of 0.86M€ (3.53M€ in 2Q15), due to operational performance improvement across all business units and the capital gain on the above-mentioned real estate sale. Among the contributions to the Net Results it should be highlighted: (i) besides the already noted growth at the EBITDA level (+8.08M€); (ii) the higher costs with Depreciation and Amortization, due to the operations acquired during the 1Q14; (iii) the decrease in Net Financial Expenses of 1.51M€, driven by lower levels of Net Debt and lower financing costs; (iv) decrease of 39.1% related to Results from Associated Companies / Investment Income, mainly explained by lower contributions from Energy operations acquired during the 1Q14 where the Group does not own the majority shareholding; and (v) Non-recurrent costs/gains amounted to 0.36M€, which in 2Q15 includes costs related to legal actions from previous years (0.39M€).
2.2. CAPEX Capex in 1H15 amounted to 6.7M€, registering a growth of 2.9M€ compared to 1H2014. The main Capex contributors were registered at the Real Estate Assets, namely the expansion and refurbishment of Aqualuz Lagos ApartHotel. The Energy segment has also accounted for a significant share of this investment and is related to repowering plants' investments in order to increase their profitability.
At the end of the semester, Net Debt amounted to 200.6M€, 33.9M€ below the level registered at the end of 2014 and, as in previous reporting seasons, the lowest level since the group's spin-off in 2007. This result was driven by the consolidated FCF performance that also includes the sale of an additional Imosede stake amounting to 22.6M€ in the semester, and the end of some Derivatives operations. It should also be highlighted that, when compared to the same period of last year, Net Debt presents a reduction of 53.4M€.
| Consolidated Balance Sheet | |||
|---|---|---|---|
| Million euro | |||
| Jun 2015 | Dec 2014 | Jun15/Dec14 | |
| Total Assets | 6149 | 636.0 | $-3.3%$ |
| Tangible and Intangible Assets | 2411 | 248.7 | $-31%$ |
| Goodwill | 610 | 61.0 | +0.0% |
| Non-Current Investments | 35.7 | 548 | 34.9% |
| Other Non-Current Assets | 45.4 | 444 | $+2.3%$ |
| Stocks | 153.6 | 1576 | -2.5% |
| Trade Debtors and Other Current Assets | 53.5 | 60.2 | $-112%$ |
| Cash and Cash Equivalents | 24.6 | 93 | >100% |
| Total Equity | 308.9 | 3073 | +0.5% |
| Total Equity attributable to Equity Holders of Sonae Capital | 299.7 | 298.0 | $+0.6%$ |
| Total Equity attributable to Non-Controlling Interests | 9.2 | 9.4 | 20% |
| Total Liabilities | 306.0 | 328.7 | $-6.9%$ |
| Non-Current Liabilities | 1452 | 217.4 | -33 2% |
| Non-Current Borrowings | 1283 | 199.6 | 357% |
| Deferred Tax Liabilities | 10.9 | 11.7 | 70% |
| Other Non-Current Liabilities | 60 | 6.2 | 29% |
| Current Liabilities | 160.8 | 111.2 | $+44.6%$ |
| Current Borrowings | 96.9 | 44.2 | >100% |
| Trade Creditors and Other Current Liabilities | 63.9 | 67.0 | -4.6% |
| Total Equity and Liabilities | 614.9 | 636.0 | $-3.3%$ |
| Net Capital Employed | 509.5 | 5418 | $-6.0%$ |
| Fixed Assets | 3021 | 3097 | 2.5% |
| Non-Current Investments (net) | 642 | 813 | 210% |
| Working Capital | 1432 | 1508 | $-50%$ |
| Capex (6M period) | 67 | 3.8 | $+75.2%$ |
| % Fixed Assets | 2.2% | 12% | |
| Net Debt | 2006 | 2345 | $-14.4%$ |
| % Net Capital Employed | 394% | 43.3% | |
| Debt to Equity | 64.9% | 763% | |
| Net Debt excluding Energy | 178.6 | 211.3 | $-15.5%$ |
Net Capital Employed reduced 6.0% compared to YE 2014, to 509.5M€. This result was driven by a 17.1M reduction in Non-Current Investments (net), a reduction in Working Capital of 7.6M€ and also, a reduction in Net Fixed Assets of 7.6M€.
| Profit and Loss Account Million euro |
||||||
|---|---|---|---|---|---|---|
| Resorts | 2Q 2015 | 2Q 2014 | $\triangle$ 15/14 | 1H 2015 | 1H 2014 | $\triangle$ 15/14 |
| Total Operational Income | 7.65 | 6.23 | $+22.8%$ | 14.97 | 19.10 | -21.6% |
| Turnover | 7.27 | 5.90 | $+23.2%$ | 13.71 | 18.48 | -25.8% |
| Other Operational Income | 0.38 | 0.33 | $+14.6%$ | 1.26 | 0.62 | >100% |
| Total Operational Costs | $-6.75$ | $-5.28$ | -27.8% | $-13.02$ | -15.98 | $+18.5%$ |
| Cost of Goods Sold Change in Stocks of Finished Goods External Supplies and Services Staff Costs Other Operational Expenses |
134 $-116$ $-2.95$ $-0.93$ $-0.37$ |
$-0.23$ $-170$ $-2.04$ $-0.78$ $-0.54$ |
< 100% $+31.7%$ 44.7% -19.3% +30.8% |
229 $-2.79$ $-5.37$ 178 0.79 |
$-0.28$ $-766$ $-5.55$ $-1.59$ $-0.90$ |
< 100% $+63.5%$ $+3.2%$ -11.6% $+12.2%$ |
| EBITDA excluding Guaranteed Income Provisions * | 0.88 | 0.95 | -7.6% | 192 | 3.12 | -38.3% |
| Provisions for Guaranteed Income | $-0.37$ | $-0.44$ | $+17.3%$ | $-0.65$ | $-2.09$ | $+69.1%$ |
| EBITDA | 0.52 | 0.51 | $+0.7%$ | 1.28 | 1.03 | $+24.5%$ |
| Capex EBITDA Capex |
0.45 0.07 |
0.53 $-0.02$ |
$-16.1%$ | 0.56 0.72 |
0.85 0.18 |
-33.9% >100% |
During 2Q15 8 deeds were signed regarding residential units in troiaresort (an improvement when compared to the 6 deeds registered in 2Q14), with a total of 17 deeds signed in the semester. Furthermore, it should be added a stock of 12 promissory purchase and reserve agreements (with advance payment). As of 30th of June 2015, a total of 336 deeds had been celebrated on residential units in
Mainly driven by the number of deeds registered in the semester, Top Line stood at 13.71M€, showing a decrease of 25.8% when compared to 1H14. However, benefiting from the positive sales mix and the general improvement of the operations that support the Resort, EBITDA registered 1.28M€ in the 1H15, 24.5% above the level
registered in the same period of last year. For prudence reasons and following the traditional conservative approach that should govern the accounting principles, it is accounted as Provisions, at the time of the sale, the present value of potential costs for the entire period of the guaranteed income from troiaresort real estate sales (the difference between the guaranteed rate of return and a conservative expectation on commercial operation). Driven by the sales registered in the 1H15 and the favourable sales mix, that value amounted to 0.65M€, a decrease of 69.1% when compared to the same period of last year.
CAPEX stood at controllable levels, below 1H2014 and consequently contributing to the improvement of EBITDA–CAPEX of 0.54M€.
3.2. FITNESS Fitness activity continues to show improvements on its competitive position, certified by the 10% growth in the number of active members.
In this regard, as mentioned in previous announcements, it should be noted a new club opening in 2Q15, in Alfragide (Oeiras). Presently the Solinca fitness club chain manages 13 clubs.
1H15 Top Line increased 7.9%, to 7.45M€, as a result of the above-mentioned growth in the number of active members, penalised by the lower market average monthly fees. Notwithstanding the increase in Top Line, EBITDA totalled 0.85M€, 8.3% below the levels registered in the same period last year, due to the natural cost increase related to new club openings. However, in 2Q15 same levels of EBITDA were registered when compared to 2Q14.
| Profit and Loss Account Million euro |
||||||
|---|---|---|---|---|---|---|
| Fitness | 2Q 2015 | 2Q 2014 | $\triangle$ 15/14 | 1H 2015 | 1H 2014 | $\triangle$ 15/14 |
| Total Operational Income | 4.00 | 3.63 | $+10.3%$ | 7.59 | 7.04 | +7.8% |
| Turnover | 3.94 | 3.53 | $+11.6%$ | 7.45 | 6.90 | $+7.9%$ |
| Other Operational Income | 0.06 | 0.09 | -411% | 0.15 | 014 | $+3.5%$ |
| Total Operational Costs | -3.38 | $-3.02$ | $-12.0%$ | $-6.74$ | $-611$ | $-10.2%$ |
| Cost of Goods Sold External Supplies and Services Staff Costs Other Operational Expenses |
$-0.03$ -203 $-103$ $-0.29$ |
$-0.04$ $-186$ $-0.97$ $-0.15$ |
$+28.7%$ $-9.0%$ $-6.4%$ 961% |
0.06 $-420$ $-2.09$ $-0.38$ |
$-0.07$ -394 $-1.88$ $-0.23$ |
+15.0% -6.7% 11.4% 70.9% |
| EBITDA | 0.62 | 0.61 | $+1.5%$ | 0.85 | 0.93 | -8.3% |
| Capex EBITDA Capex |
0.03 0.59 |
0.44 0.17 |
$-93.4%$ $>100\%$ |
0.21 0.64 |
0.50 0.43 |
-57.7% $-49.2%$ |
CAPEX amounted 0.21M€, 57.7% below the level registered in 1H14, contributing to an improvement of EBITDA–CAPEX of 49.2% when compared to the same period of last year.
| 3.3. HOSPITALITY | |||
|---|---|---|---|
During 1H15 Top Line in Hospitality registered an improvement of 12.9% to 6.32M€, when compared with 1H14. This performance resulted mainly from the 4pp occupancy rate growth. In the same period, the number of room nights sold rose 13% in the total Group's hotel properties and RevPar revealed an improvement of
Due to the increased Top Line and the optimization and rationalization cost measures implemented over the past years, 1H15 EBITDA improved when compared to last year by 7.9%.
Excluding rents, it should be highlighted that the Hospitality segment EBITDAR was negative in 0.34M€, with an improvement of 0.35M€ when compared to 1H14. Pointing out the seasonality of the Top Line, the first and fourth quarters usually register negative EBITDARs, which are more than compensated by second and mainly third quarters' positive activity performance. In fact, 2Q15 EBITDAR registered 0.68M€, showing an improvement of 81% when compared with 2Q14.
Hospitality CAPEX levels continued to be kept under tight control, despite the increase of 19.3% when compared to 1H14. Though, resulting from positive operational performance, EBITDA–CAPEX showed in 1H15 an improvement of 5.4% compared with the same period of last year.
| 3.4. ENERGY | |||
|---|---|---|---|
Energy segment Top Line ascended, in 1H15, to 28.59M€, registering an increase of 41.1%, including the contribution of the new cogeneration operations acquired at the end of 1Q14 (excluding those acquisitions, Top Line would have increased 18.4%). 1H15 EBITDA has also showed a significant increase of 29.6% to 5.70M€, with an EBITDA margin of 20.0%, resulting from the increase in heat sales due to industrial clients larger activity. Excluding the contribution of the new operations acquired in 1Q14, EBITDA levels would have increased by 26.1% when compared to the same period of last year.
It should be noted that the EBITDA decrease registered in 2Q15 was entirely motivated by penalties charged to suppliers during 2Q14. Excluding those penalties, on a comparable basis, EBITDA would have maintained the same levels as 2Q14.
CAPEX registered 1.27M€, 36.5% above that registered last year, mainly due to repowering operations in progress. However, the increase of investment was more than compensated by EBITDA levels, as EBITDA-Capex registered 4.43M€, 27.8% above last year.
3.5. REFRIGERATION & HVAC 1H15 Refrigeration & HVAC Top Line registered 26.19M€, an increase of 2.7% when compared to the same period of last year. Backlog at the end of the period amounted to, approximately 49M€, the double of that registered at the end of 2014, leveraging on businesses outside Portugal, consubstantiating the internationalization process in progress.
International Top Line (consolidating exports from Portugal and direct sales abroad) represented 30.0% of the 1H15 Consolidated Top Line, 4.3pp above the level registered in 2014.
Under the continuous implementation of measures leading to a more balanced and flexible business cost structure adjusted to the new benchmark, and as a result of the restructuring process started in 2014 and still on-going, first results can be seen. EBITDA ascended to 0.85M€, showing an improvement of 0.66M€ when compared
| Profit and Loss Account Million euro |
||||||
|---|---|---|---|---|---|---|
| Refrigeration & HVAC | 2Q 2015 | 2Q 2014 | $\triangle$ 15/14 | 1H 2015 | 1H 2014 | $\triangle$ 15/14 |
| Total Operational Income | 12 35 | 14.16 | $-12.8%$ | 26.55 | 25.73 | $+3.2%$ |
| Turnover | 12.34 | 14.07 | $-12.3%$ | 26 19 | 25.49 | $+2.7%$ |
| Other Operational Income | 0.01 | 0.09 | -86.3% | 0.36 | 0.24 | $+52.1%$ |
| Total Operational Costs | $-1192$ | 13.59 | +12.3% | $-25,70$ | 25.54 | $-0.6%$ |
| Cost of Goods Sold Change in Stocks of Finished Goods External Supplies and Services Staff Costs Other Operational Expenses/Income |
$-5.61$ 115 -378 $-374$ 0.06 |
$-4.26$ $-0.32$ -5.36 $-3.57$ 0.08 |
-31.6% $+29.5%$ -4.7% $\blacksquare$ |
$-9.51$ 0.69 $-9.25$ 743 $-0.20$ |
765 $-0.64$ $-9.38$ 737 $-0.51$ |
24.2% $+14%$ $-0.9%$ +60.8% |
| EBITDA | 0.43 | 0.57 | $-24.0%$ | 0.85 | 0.19 | >100% |
| Capex EBITDA Capex |
0.03 0.40 |
0.06 0.51 |
-44.4% $-21.6%$ |
0.12 0.72 |
0.14 0.05 |
$-12.5%$ >100% |
Domestic operation EBITDA was of 0.6M€ in 1H15, showing an increase of 0.24M€, when compared to last year.
CAPEX remained at low levels, and majority of EBITDA-CAPEX increase resulted from the EBITDA positive performance.
3.6. OTHER ASSETS Sonae Capital Group owns a set of non-strategic assets and thus available for sale, including Real Estate assets and Financial Shareholdings.
During the second quarter, an additional stake of the Imosede Fund was sold for 20.1M€, totalling 22.6M€ in the 1H15.
Also, important steps were taken to implement the defined strategy, namely, the approval by the Council of Ministers and subsequent promulgation by the President of the Republic of the new concession agreement of Norscut, an important step on the process to fulfil our achievement of selling non-strategic assets. To comply with all legal formalities, it is only pending the Court of Auditors approval.
Following the defined strategy, during 2Q15 it was also sold the "Duque de Loulé" real estate asset, for a value of 10M€, generating a capital gain in Sonae Capital Group consolidated results of, approximately, 6.0M€.
As of 30 of June, Capital Employed in this set of assets (real estate) amounted to
4.1. CORPORATE INFORMATION - 2Q15 There was no corporate information to register.
4.2. SUBSEQUENT CORPORATE EVENTS There were no subsequent corporate events to register.
With the aim of continuing improve the quality and transparency of the information provided, not only at the Consolidated level, but also, at the Business Unit level, from the 1Q15 onwards Sonae Capital reports Business Units' financial information on a consolidated basis and not as a contribution to the Sonae Capital Consolidated accounts as practice until last reporting season. At the EBITDA level there are no differences to the reported figures, both at the Consolidated and Business Unit level. The only change is reflected at the Business Units' Top Line (not affecting the reported Consolidated figures). To assure comparable information, we are disclosing in appendix a table with the 2014 quarterly information reflecting this new criteria.
The present document is a translation from the Portuguese original version.
| APPENDIX | |||
|---|---|---|---|
| Net Debt | 245.63 | 254.00 | 238.00 | 234.46 | 228.53 | 200.59 |
|---|---|---|---|---|---|---|
| Delta Net debt | $-0.39$ | 8.37 | -16.00 | $-3.54$ | $-5.93$ | $-27.94$ |
| Net Debt/Ebitda* | 30.94x | 23.90x | 20.05x | 1983x | 15.81x | 10.08x |
REPORT AND ACCOUNTS – JUNE 2015 Appendix to the Report of the Board of Directors
Under the terms of Article 246, paragraph 1, c) of the Portuguese Securities Code
The signatories individually declare that, to their knowledge, the Report of the Board of Directors, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared in accordance with applicable International Financial Reporting Standards, and give a true and fair view, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of Sonae Capital, SGPS, SA, and of the companies included in the consolidation perimeter, and that the Report of the Board of Directors faithfully describes major events that occurred during the first half of 2015 and their impacts, if any, in the business performance and financial position of Sonae Capital, SGPS, SA and of the companies included in the consolidation perimeter, and contains an appropriate description of the major risks and uncertainties that they face.
Maia, 30 July 2015
Duarte Paulo Teixeira de Azevedo
Ivone Pinho Teixeira
Maria Cláudia Teixeira de Azevedo
Francisco de La Fuente Sánchez
Álvaro Carmona e Costa Portela
Paulo José Jubilado Soares de Pinho
REPORT AND ACCOUNTS – JUNE 2015 Appendix to the Report of the Board of Directors
Disclosure of shares and other securities held by Members of the Board of Directors and Fiscal Board and of transactions during first half 2015 involving shares and other
| Balance as at 30.06.2015 |
||||||
|---|---|---|---|---|---|---|
| Purchases | Sales | |||||
| Belmiro Mendes de Azevedo | Date | Quantity | Av. Price € | Quantity | Av. Price € | Quantity |
| Efanor Investimentos, SGPS, SA (1) (includes 1 share owned by the spouse) Sonae Capital, SGPS, SA (a) |
49,999,997 838,862 |
|||||
| Maria Cláudia Teixeira de Azevedo Efanor Investimentos, SGPS, SA (1) Linhacom, SGPS, SA (2) |
1 99,996 |
|||||
| Álvaro Carmona e Costa Portela Sonae Capital, SGPS, SA Sonae Capital/2014-2019 Bonds |
24,942 1 |
|||||
| Paulo José Jubilado Soares de Pinho Sonae Capital, SGPS, SA (b) |
20,775 |
| Purchases | Balance as at 30.06.2015 |
|||||
|---|---|---|---|---|---|---|
| Date | Quantity | Av. Price € | Quantity | Sales Av. Price € |
Quantity | |
| (1) Efanor Investimentos, SGPS, SA Sonae Capital, SGPS, SA Pareuro, BV (3) |
88,859,200 5,583,100 |
|||||
| (2) Linhacom, SGPS, SA Sonae Capital, SGPS, SA Imparfin, SGPS, SA (4) |
43,912 150,000 |
|||||
| (3) Pareuro, BV Sonae Capital, SGPS, SA |
66,600,000 | |||||
| (4) Imparfin, SGPS, SA Sonae Capital, SGPS, SA |
513,160 |
(a) Includes 1,862 shares owned by the spouse.
(b) Includes 8,125 shares owned by Change Partners, SCR, SA, company where Paulo José Jubilado Soares de Pinho is member of
Number of shares held by shareholders owning more than 10%, 33% or 50% of the company's share capital:
Number of shares as at 30.06.2015
Efanor Investimentos, SGPS, SA (1) Sonae Capital, SGPS, SA 88,859,200
Pareuro, BV Sonae Capital, SGPS, SA 66,600,000
(1) Belmiro Mendes de Azevedo is, under the terms of paragraph b number 1 of Article 20 and number 1 of Article 21 of the Portuguese Securities Code, the ultimate beneficial owner, as he holds around 99% of the share capital and voting rights of Efanor Investimentos SGPS, SA, which entirely
REPORT AND ACCOUNTS – JUNE 2015 Appendix to the Report of the Board of Directors
As required by number 1, c) of Article 9 of CMVM Regulation Nr. 5/2008, the following shareholders held more than 2% of the company's share capital as at 30
| Shareholder | Nr. of Shares | % of Share Capital |
% of Voting Rights |
|---|---|---|---|
| Efanor Investimentos, SGPS, S.A. (1) | |||
| Directly Owned | 88,859,200 | 35.544% | 36.401% |
| Through Pareuro, BV (controlled by Efanor) Through Belmiro Mendes de Azevedo (Chairman of the Board of Directors of |
66,600,000 837,000 |
26.640% 0.335% |
27.282% 0.343% |
| Efanor) Through Maria Margarida Carvalhais Teixeira de Azevedo (Member of the Board |
1,862 | 0.001% | 0.001% |
| of Directors of Efanor) Through Linhacom, SGPS, S.A. (controlled by the Member of the Board of |
43,912 | 0.018% | 0.018% |
| Directors of Efanor Maria Cláudia Teixeira de Azevedo) Through Migracom, SGPS, S.A. (controlled by the Member of the Board of |
161,250 | 0.065% | 0.066% |
| Directors of Efanor Duarte Paulo Teixeira de Azevedo) Through descendents of Duarte Paulo Teixeira de Azevedo (Member of the |
411 | 0.000% | 0.000% |
| Board of Directors of Efanor) Total attributable |
156,503,635 | 62.601% | 64.111% |
| Santander Asset Management - Sociedade Gestora de Fundos de Investimento Mobiliários, SA |
|||
| Through Santander Acções Portugal Fund (managed by Santander Asset Management) |
5,214,974 | 2.086% | 2.136% |
| Through Santander PPA Fund (managed by Santander Asset Management) | 484,869 | 0.194% | 0.199% |
| Total attributable | 5,699,843 | 2.280% | 2.335% |
| Blueshore Global Equity Fund | 5,000,000 | 2.000% | 2.048% |
| Total attributable | 5,000,000 | 2.000% | 2.048% |
(1) Belmiro Mendes d e Azevedo is, under the terms of paragraph b ) number 1 of Article 20 and number 1 of Article 21 of the Portuguese Securities Code, the ultimate beneficial owner, a s he holds around 99% of the share capital and voting rights of Efanor Investimentos SGPS, SA, which entirely controls Pareuro BV.
| ASSETS | Notes | 30.06.2015 | 31.12.2014 |
|---|---|---|---|
| NON-CURRENT ASSETS: | |||
| Tangible assets | 7 | 233,559,821 | 240,710,716 |
| Intangible assets | 7 | 7,540,654 | 8,024,620 |
| Goodwill | 8 | 60,990,244 | 60,990,244 |
| Investments in associated companies and joint ventures | 5 | 23,741,516 | 20,730,694 |
| Other investments | 6 and 9 | 11,944,614 | 34,081,492 |
| Deferred tax assets | 13 | 23,795,220 | 23,718,439 |
| Other non-current assets | 10 | 21,613,813 | 20,653,819 |
| Total non-current assets | 383,185,882 | 408,910,024 | |
| CURRENT ASSETS: | |||
| Stocks | 11 | 153,619,699 | 157,562,294 |
| Trade account receivables and other current assets | 12 | 53,478,402 | 60,191,897 |
| Cash and cash equivalents Total Current Assets |
14 | 24,604,062 231,702,163 |
9,327,550 227,081,741 |
| TOTAL ASSETS | 614,888,045 | 635,991,765 | |
| EQUITY AND LIABILITIES | |||
| EQUITY: | |||
| Share capital | 15 | 250,000,000 | 250,000,000 |
| Own Shares | 15 | (1,413,866) | (1,486,301) |
| Reserves and retained earnings Profit/(Loss) for the year attributable to the equity holders of |
50,913,981 | 56,279,740 | |
| Sonae Capital | 196,406 | (6,832,009) | |
| Equity attributable to the equity holders of Sonae Capital | 299,696,521 | 297,961,430 | |
| Equity attributable to non-controlling interests TOTAL EQUITY |
16 | 9,185,084 308,881,605 |
9,375,864 307,337,294 |
| LIABILITIES: | |||
| NON-CURRENT LIABILITIES: | |||
| Loans | 17 | 128,342,745 | 199,570,233 |
| Other non-current liabilities | 19 | 2,894,132 | 3,073,863 |
| Deferred tax liabilities | 13 | 10,894,574 | 11,709,284 |
| Provisions | 22 | 3,079,824 | 3,079,824 |
| Total Non-Current Liabilities | 145,211,275 | 217,433,204 | |
| CURRENT LIABILITIES: | |||
| Loans | 17 | 96,851,834 | 44,218,573 |
| Trade creditors and other current liabilities | 21 | 58,966,226 | 61,360,493 |
| Provisions Total Current Liabilities |
22 | 4,977,105 160,795,165 |
5,642,201 111,221,267 |
| TOTAL LIABILITIES | 306,006,440 | 328,654,471 | |
| TOTAL EQUITY AND LIABILITIES | 614,888,045 | 635,991,765 |
| Sales 38,703,892 39,743,873 Services rendered 39,234,528 37,834,194 Other operating income 23 14,173,799 2,947,408 Cost of sales (30,276,335) (24,149,974) Changes in stocks of finished goods and work in progress (2,376,649) (8,756,434) External supplies and services (24,315,064) (23,980,322) Staff costs (17,932,278) (16,784,781) Depreciation and amortisation (7,834,292) (7,051,409) Provisions and impairment losses (Increases/Decreases) (637,442) (1,193,954) Other operating expenses (4,305,888) (2,058,615) Operational profit/(loss) 4,434,271 (3,450,014) Financial Expenses (5,484,257) (6,841,853) Financial Income 882,464 733,393 Profit/(Loss) in associated and jointly controlled companies 5 2,095,576 2,886,867 Investment income (100,612) 389,368 Profit/(Loss) before taxation 1,827,442 (6,282,239) Taxation 25 (971,009) (903,653) Profit/(Loss) for the year 26 856,433 (7,185,892) Attributable to: Equity holders of Sonae Capital 196,406 (7,361,621) Non-controlling interests 16 660,027 175,729 Profit/(Loss) per share Basic 28 0.000797 (0.029902) Diluted 28 0.000797 (0.029902) |
Notes | 30.06.2015 | 30.06.2014 |
|---|---|---|---|
| Notes | nd Quarter 15 1 2 |
nd Quarter 14 1 2 |
|
|---|---|---|---|
| Sales | 17,872,007 | 19,465,912 | |
| Services rendered | 21,225,039 | 20,698,914 | |
| Other operating income | 10,223,627 | 2,099,694 | |
| Cost of sales | (15,203,689) | (14,217,605) | |
| Changes in stocks of finished goods and work in progress | (126,980) | (2,395,802) | |
| External supplies and services | (12,191,598) | (12,414,723) | |
| Staff costs | (8,784,370) | (8,142,333) | |
| Depreciation and amortisation | (3,916,293) | (3,774,289) | |
| Provisions and impairment losses | (554,617) | 369,823 | |
| Other operating expenses Operational profit/(loss) |
(3,345,790) 5,197,334 |
(1,500,428) 189,163 |
|
| Financial Expenses | (2,913,100) | (3,534,901) | |
| Financial Income | 565,809 | 331,523 | |
| Profit/(Loss) in associated and jointly controlled companies | 847,598 | 1,439,052 | |
| Investment income Profit/(Loss) before taxation |
(61,036) 3,636,605 |
109,678 (1,465,485) |
|
| Taxation | (102,414) | (491,973) | |
| Profit/(Loss) for the period | 3,534,191 | (1,957,458) | |
| Attributable to: | |||
| Equity holders of Sonae Capital Non-controlling interests |
3,122,485 411,706 |
(2,365,164) 407,706 |
|
| Profit/(Loss) per share | |||
| Basic | 0.012682 | (0.009604) | |
| Diluted | 0.012682 | (0.009604) |
The accompanying notes are part of these financial statements.
1Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.
| 30.06.2015 | 30.06.2014 | |
|---|---|---|
| Consolidated net profit/(loss) for the period | 856,433 | (7,185,892) |
| Items that may be reclassified subsequently to net profit / (loss): | ||
| Changes in the currency translation differences | 40,004 | 117,373 |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
963,396 | (351,176) |
| Change in the fair value of assets available for sale | 708,397 | 772,140 |
| Change in the fair value of cash flow hedging derivatives | 213,695 | 542,813 |
| Tax related to other comprehensive income captions | (233,965) | (176,163) |
| Other comprehensive income for the period | 1,691,527 | 904,987 |
| Total comprehensive income for the period | 2,547,960 | (6,280,905) |
| Attributable to: Equity holders of Sonae Capital Non-controlling interests |
1,881,460 666,500 |
(6,497,775) 216,870 |
| nd Quarter 15 1 2 |
nd Quarter 14 1 2 |
|
|---|---|---|
| Consolidated net profit/(loss) for the period | 3,534,191 | (1,957,458) |
| Items that may be reclassified subsequently to net profit / (loss): | ||
| Changes in the currency translation differences | 84,300 | 66,167 |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
1,016,663 | 679,660 |
| Change in the fair value of assets available for sale | 368,248 | 372,187 |
| Change in the fair value of cash flow hedging derivatives | 10,313 | 278,677 |
| Tax related to other comprehensive income captions | (160,964) | (84,174) |
| Other comprehensive income for the period | 1,318,560 | 1,312,517 |
| Total comprehensive income for the period | 4,852,751 | (644,941) |
| Attributable to: Equity holders of Sonae Capital Non-controlling interests |
4,421,694 431,057 |
(1,074,320) 429,379 |
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.
REPORT AND ACCOUNTS - JUNE 2015 Consolidated Financial Statements
| Share Capital |
Own Shares |
Demerger Reserve (Note 15) |
Attributable to Equity Holders of Sonae Capital Translation Reserves |
Fair Value Reserves |
Hedging Reserves |
Other Reserves and Retained |
Sub total | Net Profit/(Loss) |
Total | Non Controlling Interests |
Total Equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at 1 January 2014 | 250,000,000 | (1,124,125) | 132,638,253 | Earnings (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 | - | - | - | 82,172 | 772,140 | 536,873 | (527,339) | 863,846 | (7,361,621) | (6,497,775) | 216,870 | (6,280,905) |
| Appropriation of profit of 2013: | ||||||||||||
| Transfer to legal reserves and retained earnings | - | - | - | - | - | - (13,200,373) (13,200,373) | 13,200,373 | - | - | - | ||
| Dividends paid | - | - | - | - | - | - | - | - | - | - | (649,927) | (649,927) |
| Acquisition of own shares Changes in the percentage of capital held in affiliated |
- | (362,176) | - | - | - | - | - | - | - | (362,176) | - | (362,176) |
| companies Other changes |
- - |
- - |
- - |
- - |
- - |
- - |
- (49,547) |
- (49,547) |
- - |
- (49,547) |
652,223 83 |
652,223 (49,464) |
| Balance as at 30 June 2014 | 250,000,000 | (1,486,301) | 132,638,253 | (107,450) | 181,284 | (629,981) (75,833,634) | 56,248,472 | (7,361,621) | 297,400,550 | 9,069,540 | 306,470,090 | |
| Balance as at 1 January 2015 | 250,000,000 | (1,486,301) | 132,638,253 | (130,882) | (750,961) | (239,276) (75,237,394) | 56,279,740 | (6,832,009) | 297,961,430 | 9,375,864 | 307,337,294 | |
| Total consolidated comprehensive income for the period | - | - | - | 34,252 | 708,397 | 212,974 | 729,431 | 1,685,054 | 196,406 | 1,881,460 | 666,500 | 2,547,960 |
| Appropriation of profit of 2014: | ||||||||||||
| Transfer to legal reserves and retained earnings | - | - | - | - | - | - | (6,832,009) | (6,832,009) | 6,832,009 | - | - | - |
| Dividends paid | - | - | - | - | - | - | - | - | - | - | (1,077,110) | (1,077,110) |
| Acquisition of own shares Changes in the percentage of capital held in affiliated |
- | 72,435 | - | - | - | - | - | - | - | 72,435 | - | 72,435 |
| companies Other changes |
- - |
- - |
- - |
- - |
- - |
- - |
(219,830) 1,026 |
(219,830) 1,026 |
- - |
(219,830) 1,026 |
219,830 - |
- 1,026 |
| Balance as at 30 June 2015 | 250,000,000 | (1,413,866) | 132,638,253 | (96,630) | (42,564) | (26,302) | (81,558,776) | 50,913,981 | 196,406 | 299,696,521 | 9,185,084 | 308,881,605 |
(Amounts expressed in Euro)
| Notes | 30.06.2015 | 30.06.2014 | nd Quarter 2 1 |
nd Quarter 2 1 |
|
|---|---|---|---|---|---|
| OPERATING ACTIVITIES: | 15 | 14 | |||
| Cash receipts from trade debtors | 79,785,533 | 78,924,691 | 36,344,610 | 38,380,316 | |
| Cash receipts from trade creditors | (52,728,599) | (54,957,222) | (26,230,894) | (31,541,408) | |
| Cash paid to employees Cash flow generated by operations |
(16,791,937) 10,264,997 |
(16,646,874) 7,320,595 |
(9,052,295) 1,061,421 |
(9,145,473) (2,306,565) |
|
| Income taxes (paid) / received Other cash receipts and (payments) relating to operating |
(1,557,085) | (3,905,507) | (1,502,458) | (3,886,078) | |
| activities | 82,886 | 3,182,978 | 877,883 | 2,007,431 | |
| Net cash flow from operating activities (1) | 8,790,798 | 6,598,066 | 436,846 | (4,185,212) | |
| INVESTMENT ACTIVITIES: | |||||
| Cash receipts arising from: | |||||
| Investments | 23,585,714 | 120,181 | 20,698,751 | 120,181 | |
| Tangible assets | 13,594,337 | 335,763 | 12,051,959 | (238,619) | |
| Intangible assets | - | - | - | - | |
| Interest and similar income | 828,137 | 1,139,380 | 61,681 | 63,315 | |
| Dividends | 273,631 | 796,367 | 273,631 | 796,367 | |
| 38,281,819 | 2,391,691 | 33,086,022 | 741,244 | ||
| Cash Payments arising from: | |||||
| Investments | (18,039) | (3,324,592) | (15,276) | (59,681) | |
| Tangible assets | (6,730,024) | (3,432,497) | (2,013,461) | (1,150,886) | |
| Intangible assets | (67,452) | (488,793) | 162,888 | (199,875) | |
| Loans granted | (987,797) | (936,926) | - | - | |
| Net cash used in investment activities (2) | (7,803,312) 30,478,507 |
(8,182,808) (5,791,117) |
(1,865,849) 31,220,173 |
(1,410,442) (669,198) |
|
| FINANCING ACTIVITIES: | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 9,100,000 | 64,199,200 | 3,100,000 | 52,574,700 | |
| Sale of own shares | 72,435 9,172,435 |
42,606 64,241,806 |
72,435 3,172,435 |
42,606 52,617,306 |
|
| Cash Payments arising from: | |||||
| Loans obtained | (26,220,621) | (38,539,183) | (12,546,983) | (35,973,550) | |
| Interest and similar charges | (4,971,469) | (6,736,891) | (2,788,764) | (2,618,515) | |
| Reimbursement of capital and paid in capital | - | (28,385) | - | (28,385) | |
| Dividends | (793,886) | (1,004,034) | (793,886) | (1,004,034) | |
| Purchase of own shares | - | (404,783) | - | - | |
| Net cash used in financing activities (3) | (31,985,976) (22,813,541) |
(46,713,276) 17,528,530 |
(16,129,633) (12,957,198) |
(39,624,484) 12,992,822 |
|
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | 16,455,764 | 18,335,479 | 18,699,821 | 8,138,412 | |
| Effect of foreign exchange rate | 77,480 | (14,823) | 118,890 | (8,561) | |
| Cash and cash equivalents at the beginning of the period | 14 | 8,148,876 | 2,922,307 | 5,946,229 | 13,125,636 |
| Cash and cash equivalents at the end of the period | 14 | 24,527,160 | 21,272,609 | 24,527,160 | 21,272,609 |
The accompanying notes are part of these financial
Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.
SONAE CAPITAL, SGPS, SA ("Company", "Group" or "Sonae Capital") whose headoffice is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, is the parent company of a group of companies, as detailed in Notes 5 to 7 ("Sonae Capital Group") and was set up on 14 December 2007 as a result of the demerger of the shareholding in SC, SGPS, SA (previously named Sonae Capital, SGPS, SA) from Sonae, SGPS, SA, which was approved by the Board of Directors on 8 November 2007 and by the Shareholder's General Meeting held on 14 December 2007.
Reflecting the current management structure, the reporting segments were revised, addressing the strategic business areas identified in the Group:
The non-strategic assets (including non-tourism real estate assets and financial shareholdings) are included in the segment "Other assets".
The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2014.
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, with the exception of derivative financial instruments and investments held for sale, which are stated at fair value.
Changes to international accounting standards that came into force on or after 1 January 2015, did not have material impacts in the financial statements as at 30 June
Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 30 June 2015
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2015 | 31 December 2014 | |||||||
| Company | Head Office | Direct | Total | Direct | Total | |||
| Sonae Capital SGPS, SA | Maia | Holding | Holding | Holding | Holding | |||
| Hotels | ||||||||
| Aqualuz - Turismo e Lazer, Lda | a) | Lagos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Solinca-Investimentos Turísticos, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | ||
| 1) | Sonae Turismo - SGPS, SA The Artist Hotel & Bistrô – Actividades Hotelaria, |
a) a) |
Maia Maia |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
|
| SA Troiaverde-Expl. Hoteleira Imob., SA |
a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Resorts | ||||||||
| Atlantic Ferries - Traf.Loc.Flu.e Marit., SA | a) | Grândola | 95.77% | 95.77% | 83.41% | 83.41% | ||
| Golf Time - Golfe e Inv.Turisticos, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Imoareia - Investimentos Turísticos,SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Imopenínsula - Sociedade Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Imoresort - Sociedade Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Marina de Tróia, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Marmagno-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Marvero-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| SII - Soberana Investimentos Imobiliários, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Soltroia-Imob.de Urb.Turismo de Tróia, SA | a) | Lisbon | 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 Tulipamar-Expl.Hoteleira Imob., SA |
a) a) |
Grândola Grândola |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
||
| Fitness Solinca - Health & Fitness, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Energy | ||||||||
| Atelgen – Produção de Energia, ACE | a) | Barcelos | 51.00% | 51.00% | 51.00% | 51.00% | ||
| CAPWATT – Brainpower, S.A. | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| 2) | Capwatt ACE, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 3) | Capwatt Colombo – Heat Power, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 4) | Capwatt Engenho Novo – Heat Power, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 5) | Capwatt Hectare – Heat Power, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 6) | Capwatt II – Heat Power, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 7) | Capwatt III – Heat Power, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 8) | Capwatt Maia – Heat Power, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 9) | Capwatt Martim Longo - Solar Power, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 10) | Capwatt Vale do Caima - Heat Power, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 11) | Capwatt Vale do Tejo - Heat Power, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| CAPWATT, SGPS, S.A. Carvemagere – Manutenção e Energias |
a) a) |
Maia Barcelos |
100.00% 65.00% |
100.00% 65.00% |
100.00% 65.00% |
100.00% 65.00% |
||
| Renováveis, Lda | ||||||||
| Companhia Térmica SERRADO, ACE | a) | Maia | 70.00% | 70.00% | 70.00% | 70.00% | ||
| Companhia Térmica Tagol, Lda | a) | Oeiras | 100.00% | 100.00% | 100.00% | 100.00% | ||
| C.T.E. – Central Termoeléctrica do Estuário, Lda | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Enerlousado – Recursos Energéticos, Lda | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Ronfegen – Recursos Energéticos, Lda Soternix – Produção de Energia ACE |
a) a) |
Maia Barcelos |
100.00% 51.00% |
100.00% 51.00% |
100.00% 51.00% |
100.00% 51.00% |
| Refrigeration and HVAC Sistavac, SA |
a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
|---|---|---|---|---|---|---|---|
| Sistavac, SGPS, SA | a) | Matosinhos | 70.00% | 70.00% | 70.00% | 70.00% | |
| Sistavac Sistemas HVAC-R do Brasil, Lda | a) | São Paulo | 100.00% | 70.00% | 100.00% | 70.00% | |
| Sopair, SA | a) | Madrid | 100.00% | 70.00% | 100.00% | 70.00% | |
| Spinarq-Moçambique, Lda | a) | Maputo | 70.00% | 70.00% | 100.00% | 100.00% | |
| Spinarq–Engenharia, Energia e Ambiente,SA | a) | Luanda | 99.90% | 99.90% | 99.90% | 99.90% | |
| Other Assets | |||||||
| Bloco Q-Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 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 Country Club da Maia-Imobiliaria, SA |
a) a) |
Maia Maia |
100.00% 100.00% |
100.00% 100.00% |
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 | a) | Maia | 99.82% | 99.82% | 99.82% | 99.82% | |
| Fechado WTC 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% | |
| 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% | |
| Interlog-SGPS, SA | a) | Lisbon | 98.98% | 98.98% | 98.98% | 98.98% | |
| 14) | 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 – Eng. e Promo Imobiliária,SGPS,SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sete e Meio Herdades - Investimentos Agrícolas e Turismo, SA |
a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Société de Tranchage Isoroy SAS | a) | Honfleur | 100.00% | 100.00% | 100.00% | 100.00% | |
| 14) | Soconstrução, BV Soira-Soc.Imobiliária de Ramalde, SA |
a) a) |
Amsterdam Maia |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
| Sótaqua - Soc. de Empreendimentos Turísticos, | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| SA | |||||||
| 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% | |
| 14) | Torre São Gabriel-Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Urbisedas-Imobiliária das Sedas, SA Vistas do Freixo-Emp.Tur.imobiliários,SA |
a) a) |
Maia Maia |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
|
| Others | |||||||
| Imobeauty, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC – Sociedade de Consultadoria, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC Finance, BV SC For - Ser.Formação e Desenvolvimento de |
a) a) |
Amsterdam Maia |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
|
| Recursos Humanos, Unipessoal, Lda. | |||||||
| 13)15) | SC Hospitality, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| SC-SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 15) | Solinfitness – Club Málaga, S.L. | a) | Málaga | 100.00% | 100.00% | 100.00% | 100.00% |
| 14)15) 12) |
Sontur BV Spred SGPS, SA |
a) a) |
Amesterdam Maia |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
| a) Majority of voting rights. |
1) Ex-SC Assets, S.G.P.S., S.A.;
5) Ex-Companhia Térmica Hectare, SA;
6) Ex-Integrum II – Energia, SA;
12) Company included in the Other Assets segment in 2014; 13) Ex-Sonae Turismo, SGPS, SA;
14) Company dissolved in the period;
Associated and jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group
| Company | Head | Direct | Total | Direct | Total | 30 June | 31 December 2014 |
|---|---|---|---|---|---|---|---|
| 53,344 | |||||||
| - | |||||||
| - - |
|||||||
| Lidergraf - Artes Gráficas, Lda | Vila do | 24.50% | 24.50% | 24.50% | 24.50% | 846,925 | 891,317 |
| 19,654,903 | |||||||
| Operscut - Operação e Manutenção de Auto-estradas, SA |
Lisbon | 15.00% | 15.00% | 15.00% | 15.00% | 24,000 | 24,000 |
| Feneralt – Produção de Energia, ACE | Barcelos | 25.00% | 25.00% | 25.00% | 25.00% | 189,841 | 107,130 |
| 20.730,694 | |||||||
| Other Assets Andar - Sociedade Imobiliária, SA Sociedade de Construções do Chile, SA Vastgoed One - Sociedade Imobiliária, SA Vastgoed Sun - Sociedade Imobiliária, SA Norscut - Concessionária de Scut Interior Norte, SA Energy Total |
Office Maia Maia Maia Maia Conde Lisbon |
50.00% 100.00% 100.00% 100.00% 36.00% |
30 June 2015 50.00% 50.00% 50.00% 50.00% 36.00% |
Percentage of capital held 50.00% 100.00% 100.00% 100.00% 36.00% |
31 December 2014 50.00% 50.00% 50.00% 50.00% 36.00% |
Book Value 2015 - - - - 22,680,750 23,741,516 |
1) Null investment values result from the adoption of the equity method in Andar – Sociedade Imobiliária, SA, holder of all of
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
As at 30 June 2015 and 31 December 2014, aggregate values of main financial indicators of associated and jointly controlled companies can be summarized as
| 30 June 2015 | 31 December 2014 | |||
|---|---|---|---|---|
| Total Assets | 635,394,485 | 688,065,258 | ||
| Total Liabilities | 526,072,558 | 583,955,642 | ||
| Income Expenses |
41,329,228 34,798,459 |
115,284,242 88,388,616 |
During the periods ended 30 June 2015 and 30 June 2014, movements in investments of associated and jointly controlled companies are as follows:
| 30 June 2015 | 30 June 2014 | |
|---|---|---|
| Opening balance as at 1 January | 20,762,638 | 12,490,395 |
| Acquisitions in the period | 8,000 | 1,249,300 |
| Disposals in the period | - | - |
| Equity method | 3,058,973 | 1,792,015 |
| Dividends received | (56,151) | (26,486) |
| Change in the consolidation method | - | - |
| Closing balance as at 30 June | 23,773,460 | 15,505,224 |
| Accumulated impairment losses (Note 22) | (31,944) | (31,943) |
| 23,741,516 | 15,473,281 |
The use of the equity method had the following impacts: 2,095,576 euro recorded on share of results of associated undertakings (2,116,705 euro at 30 June 2014), and 963,396 euro in changes in reserves (-351,176 euro at 30 June 2014).
Other investments, their head offices, percentage of share capital held and book value as at 30 June 2015 and 31 December 2014 are made up as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 June 2015 | 31 December 2014 | ||||||
| 30 June | Book Value 31 December |
||||||
| Company Resorts |
Head Office | Direct | Total | Direct | Total | 2015 | Value 2014 |
| Infratroia – Infraestruturas de Troia, E.M. |
Grândola | 25.90% | 25.90% | 25.90% | 25.90% | 64,747 | 64,747 |
| Other Assets | |||||||
| Fundo de Investimento Imobiliário Fechado Imosede |
Maia | 7.52% | 7.52% | 22.57% | 22.57% | 11,344,970 | 33,493,884 |
| Fundo de Investimento Imobiliário Imosonae Dois |
Maia | 0.06% | 0.06% | 0.06% | 0.06% | 124,892 | 124,892 |
| Net, SA | Lisbon | 2.80% | 2.80% | 2.80% | 2.80% | 23,034 | 23,034 |
| Fundo de Capital de Risco F-HITEC Other investments |
Lisbon | 6.48% | 6.48% | 6.48% | 6.48% | 250,950 136,021 |
250,950 123,985 |
| Total (Note 9) | 11,944,614 | 34,081,492 | |||||
Sonae Capital sold in 1 st half 2015 a total of 28,628 units of the Imosede Real Estate
| Land and Buildings |
Equipment | Tangible Assets Other Tangible Assets |
Tangible Assets in progress |
Total Tangible Assets |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Gross Cost: | ||||||||||
| Opening balance as at 1 January 2015 | 222,289,448 | 179,441,283 | 2,197,777 | 11,880,186 | 415,808,694 | |||||
| Changes in consolidation perimeter | - | - | - | - | - | |||||
| Capital expenditure | 111,934 | 188,603 | 926 | 6,027,394 | 6,328,857 | |||||
| Disposals | (6,523,628) | (1,058,453) | - | - | (7,582,081) | |||||
| Exchange rate effect | - | (66,086) | (3,971) | - | (70,057) | |||||
| Transfers Closing balance as at 30 June 2015 |
- 215,877,754 |
2,251,457 180,756,804 |
44,664 2,239,396 |
(2,335,285) 15,572,295 |
(39,164) 414,446,249 |
|||||
| Accumulated depreciation and impairment losses |
||||||||||
| Opening balance as at 1 January 2015 | 81,960,385 | 91,386,095 | 1,751,498 | - | 175,097,978 | |||||
| Changes in consolidation perimeter | - | - | - | - | - | |||||
| Charges for the period 1) | 1,488,095 | 6,069,855 | 43,147 | - | 7,601,097 | |||||
| Disposals | (1,328,939) | (440,506) | - | - | (1,769,445) | |||||
| Exchange rate effect | - | (40,349) | (2,888) | - | (43,237) | |||||
| Transfers Closing balance as at 30 June 2015 |
- 82,119,541 |
35 96,975,130 |
- 1,791,757 |
- - |
35 180,886,428 |
|||||
| Carrying amount as at 1 January 2015 | 140,329,063 | 88,055,188 | 446,279 | 11,880,186 | 240,710,716 | |||||
| Carrying amount as at 30 June 2015 | 133,758,213 | 83,781,674 | 447,639 | 15,572,295 | 233,559,821 |
1) Includes impairment losses amounting to 160,187 euro.
Major amounts included in the caption Tangible assets in progress, refers to the following projects:
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Tróia | 7,936,987 | 7,624,730 |
| Cogeneration Project | 904,260 | 1,555,061 |
| Hotels Refurbishment Others |
6,196,579 534,469 |
1,825,022 875,373 |
| 15,572,295 | 11,880,186 | |
| Intangible Assets | ||||||||
|---|---|---|---|---|---|---|---|---|
| Patents and other similar rights |
Software | Other Intangible Assets |
Intangible Assets in progress |
Total Intangible Assets |
||||
| Gross Cost: | ||||||||
| Opening balance as at 1 January 2015 | 7,846,758 | 2,877,589 | 466,858 | 217,498 | 11,408,703 | |||
| Changes in consolidation perimeter | - | - | - | - | - | |||
| Capital expenditure | 14,040 | 209 | 187,379 | 205,211 | 406,839 | |||
| Disposals | - | - | (492,681) | - | (492,681) | |||
| Exchange rate effect | - | (2,534) | - | - | (2,534) | |||
| Transfers Closing balance as at 30 June 2015 |
(71,561) 7,789,237 |
300,316 3,175,580 |
(19,587) 141,969 |
(213,250) 209,459 |
(4,082) 11,316,245 |
|||
| Accumulated depreciation and impairment | ||||||||
| losses | ||||||||
| Opening balance as at 1 January 2015 | 1,380,363 | 1,994,300 | 9,421 | - | 3,384,083 | |||
| Changes in consolidation perimeter | - | - | - | - | - | |||
| Charges for the period | 94,085 | 299,297 | - | - | 393,382 | |||
| Disposals | - | - | - | - | - | |||
| Exchange rate effect | - | (1,874) | - | - | (1,874) | |||
| Transfers Closing balance as at 30 June 2015 |
(42,405) 1,432,043 |
42,405 2,334,128 |
- 9,421 |
- - |
- 3,775,591 |
|||
| Carrying amount as at 1 January 2015 | 6,466,395 | 883,289 | 457,437 | 217,498 | 8,024,620 | |||
| Carrying amount as at 30 June 2015 | 6,357,194 | 841,452 | 132,548 | 209,459 | 7,540,654 |
As at June 2015 net assets allocated to the concession of Marina de Troia and included in Patents and other similar rights amount to 5,923,873 euro (5,994,383 euro at 31 December 2014).
During the periods ended 30 June 2015 and 31 December 2014, movements in goodwill, as well as in corresponding impairment losses, are as follows:
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Gross amount: | ||
| Opening balance | 62,291,840 | 62,283,809 |
| Increases - acquisition of affiliated companies | - | 8,031 |
| Closing balance | 62,291,840 | 62,291,840 |
| Accumulated impairment losses: | ||
| Opening balance | 1,301,596 | 1,301,596 |
| Closing balance | 1,301,596 | 1,301,596 - |
| Total | 60,990,244 | 60,990,244 |
As at 30 June 2015 and 31 December 2014, movements in investments were as
| 30 June 2015 | 31 December 2014 | |||
|---|---|---|---|---|
| Non-current | Current | Non-current | Current | |
| Investments at acquisition cost | ||||
| Opening balance as at 1 January | 879,446 | - | 8,071,101 | - |
| Acquisitions in the period | 12,036 | - | 17,742 | - |
| Disposals in the period | - | - | (7,652,356) | - |
| Transfers | - | - | 442,959 | - |
| Closing balance as at 30 June | 891,482 | - | 879,446 | - |
| Accumulated impairment losses (Note 22) | (291,838) | - | (291,838) | - |
| 599,644 | - | 587,608 | - | |
| Investments held for sale | ||||
| Fair value as at 1 January | 33,493,884 | - | 39,305,931 | - |
| Disposals in the period | (22,510,231) | - | (5,221,742) | - |
| Transfers | - | - | (430,200) | - |
| Increase/(Decrease) in fair value | 361,317 | - | (160,105) | - |
| Fair value as at 30 June | 11,344,970 | - | 33,493,884 | - |
| Accumulated impairment losses (Note 22) Fair value (net of impairment losses) as at 30 June |
- 11,344,970 |
- - |
- 33,493,884 |
- - |
| Other Investments | 11,944,614 | - | 34,081,492 | - |
The Imosede Fund is accounted as an available for sale asset, measured at fair value. For the remaining investment under this heading, the Group considers that it is not reasonable to estimate a fair value, as there is no observable market data.
These investments are recorded at acquisition cost less impairment losses.
As at 30 June 2015 and 31 December 2014, other non-current assets are detailed as
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Loans granted to related parties | ||
| Norscut - Concessionária de Scut Interior Norte, SA | 19,604,752 | 18,647,695 |
| Others | 784,815 | 756,076 |
| 20,389,567 | 19,403,771 | |
| Impairment losses (Note 22) | (34,916) 20,354,651 |
(34,916) 19,368,855 |
| Trade accounts receivable and other debtors | ||
| Sale of financial investments | - | - |
| Others | 1,259,162 | 1,284,964 |
| Impairment losses (Note 22) | - 1,259,162 |
- 1,284,964 |
| Other non-current assets | 21,613,813 | 20,653,819 |
Generally, values included in other non-current assets bear interest at market rates, and it is estimated that their fair value does not significantly differ from amounts in
Inventories as at 30 June 2015 and 31 December 2014 can be detailed as follows, highlighting the value attributable to real estate developments:
| 30 June 2015 | 31 December 2014 | |||
|---|---|---|---|---|
| Total | of which Real Estate Developments |
Total | of which Real Estate Developments |
|
| Raw materials, by-products and consumables | 1,229,979 | - | 1,022,596 | - |
| Goods for sale | 30,627,457 | 29,337,346 | 31,110,475 | 29,736,226 |
| Finished goods | 49,351,378 | 49,351,378 | 53,463,323 | 53,463,323 |
| Work in progress | 78,666,597 | 76,101,473 | 78,258,356 | 76,373,416 |
| 159,875,411 | 154,790,197 | 163,854,750 | 159,572,965 | |
| Accumulated impairment losses on stocks (Note 22) | (6,255,712) | (6,242,656) | (6,292,456) | (6,242,656) |
| 153,619,699 | 148,547,541 | 157,562,294 | 153,330,309 |
As at 30 June 2015 and 31 December 2014, trade accounts receivable and other
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Trade accounts receivable | 28,826,664 | 30,337,378 |
| Accumulated impairment losses on trade debtors (Note 22) | (4,176,811) | (4,356,479) |
| 24,649,853 | 25,980,899 | |
| Taxes recoverable Loans granted to and other amounts to be received from related |
13,772,132 120,044 |
16,676,255 167,444 |
| parties | ||
| Other current assets | ||
| Suppliers with a debtor balance | 794,832 | 610,343 |
| Other debtors | 9,987,254 | 11,077,668 |
| Accounts receivable from the sale of financial investments | 4,393,509 | 5,394,384 |
| Accounts receivable from the sale of tangible assets | 30,125 | 10,659 |
| Interest receivable | 504,488 | 988,617 |
| Deferred costs - Rents | 338,478 | 282,514 |
| Deferred costs - External supplies and services | 1,783,024 | 1,419,585 |
| Other current assets | 3,483,556 21,315,266 |
3,939,878 23,723,648 |
| Accumulated impairment losses on other current assets (Note 22) | (6,378,893) | (6,356,349) |
| Trade accounts receivable and other current assets | 53,478,402 | 60,191,897 |
Deferred tax assets and liabilities as at 30 June 2015 and 31 December 2014 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 30 June 2015 |
31 December 2014 |
30 June 2015 |
31 December 2014 |
|
| Amortisation and Depreciation harmonisation adjustments | 750,655 | 767,399 | 3,431,247 | 3,145,808 |
| Provisions and impairment losses of non-tax deductible | 6,720,580 | 6,762,992 | - | - |
| Write off of tangible and intangible assets | 71,250 | 71,250 | - | - |
| Write off of accruals | - | - | - | - |
| Revaluation of tangible assets | - | - | 93,594 | 94,169 |
| Tax losses carried forward | 16,213,444 | 16,063,686 | - | - |
| Financial instruments Write off of stocks |
- - |
- - |
71,371 795,469 |
1,066,862 906,974 |
| Taxable temporary differences arising from the fair value of non-current liabilities |
- | - | 6,552,692 | 7,141,626 |
| Others | 39,291 23,795,220 |
53,111 23,718,439 |
(49,799) 10,894,574 |
(646,156) 11,709,284 |
In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2015 and 31 December 2014, and using tax rates effective at that time, tax losses carried forward
| 30 June 2015 | 31 December 2014 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets |
Time limit | Tax losses carried forward |
Deferred tax assets |
Time limit |
|
| With limited time use | ||||||
| Generated in 2009 | 3,853,149 | 809,161 | 2015 | 3,853,149 | 809,161 | 2015 |
| Generated in 2010 | - | - | 2014 | - | - | 2014 |
| Generated in 2011 | 16,629,456 | 3,492,186 | 2015 | 16,629,456 | 3,492,186 | 2015 |
| Generated in 2012 | 19,769,442 | 4,151,583 | 2017 | 19,769,442 | 4,151,583 | 2017 |
| Generated in 2013 | 18,088,306 | 3,798,544 | 2018 | 18,088,306 | 3,798,545 | 2018 |
| Generated in 2014 | 11,723,660 | 2,461,969 | 2026 | 18,153,387 | 3,812,211 | 2026 |
| Generated in 2015 | 7,142,857 | 1,500,000 | 2027 | - | - | |
| 77,206,870 | 16,213,443 | 76,493,741 | 16,063,686 |
As at 30 June 2015 and 31 December 2014, deferred tax assets resulting from tax losses carried forward were re-assessed. Deferred tax assets have only been recorded to the extent that future profits will arise which may be offset against available tax losses or against deductible temporary differences.
As at 30 June 2015 and 31 December 2014, tax losses carried forward amounting to 145,756,016 euro (109,866,615 euro as at 31 December 2014), have not originated deferred tax assets for prudential reasons and are detailed as follows:
| 30 June 2015 | 31 December 2014 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Tax Credit | Time limit |
Tax losses carried forward |
Tax Credit | Time limit |
|
| With limited time use | ||||||
| Generated in 2009 | 37,970,832 | 7,973,874 | 2015 | 37,739,388 | 7,925,271 | 2015 |
| Generated in 2010 | - | - | 2014 | - | - | 2014 |
| Generated in 2011 | 18,369,951 | 3,857,690 | 2015 | 16,920,254 | 3,553,253 | 2015 |
| Generated in 2012 | 15,178,378 | 3,187,459 | 2017 | 14,136,576 | 2,968,681 | 2017 |
| Generated in 2013 | 27,230,648 | 5,718,436 | 2018 | 22,115,430 | 4,644,240 | 2018 |
| Generated in 2014 | 22,249 | 4,672 | 2026 | 70,534 | 14,812 | 2026 |
| Generated in 2015 | 27,932,240 126,704,298 |
5,865,770 26,607,902 |
2027 | - 90,982,182 |
- 19,106,258 |
|
| With a time limit different from the above mentioned |
19,051,719 | 4,861,439 | 18,884,433 | 4,819,618 | ||
| 145,756,017 | 31,469,341 | 109,866,615 | 23,925,876 |
As at 30 June 2015 and 31 December 2014, cash and cash equivalents can be
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Cash at hand | 141,509 | 132,458 |
| Bank deposits | 24,455,200 | 9,184,154 |
| Treasury applications | 7,353 | 10,938 |
| Cash and cash equivalents on the balance sheet | 24,604,062 | 9,327,550 |
| Bank overdrafts - (Note 17) | (76,902) | (1,178,675) |
| Cash and cash equivalents in the statement of cash-flows | 24,527,160 | 8,148,875 |
Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under current bank loans (Note 17).
The share capital of Sonae Capital SGPS, SA is represented by 250,000,000 ordinary shares, which do not have the right to a fixed remuneration, with a nominal value of 1 euro each.
As at 30 June 2015, Sonae Capital SGPS, S.A. owns 5,885,471 own shares (6,068,850 own shares at 31 December 2014) booked for 1,413,866 euro (1,486,301 euro at 31 December 2014).
The Reserves and retained earnings of Sonae Capital Group in the periods ended 31 June 2015 and 31 December 2014 are as follows:
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Demerger reserve | 132,638,253 | 132,638,253 |
| Translation reserves | (96,630) | (130,882) |
| Fair value reserves | (42,564) | (750,961) |
| Hedging reserves | (26,302) | (239,276) |
| Other reserves and retained earnings Reserves and retained earnings |
(81,558,776) 50,913,981 |
(75,237,394) 56,279,740 |
Demerger reserve 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.
Translation reserves The reserve is made up by the conversion into euro of the financial statements of the subsidiaries that have other functional currency.
Fair Value Reserves This reserve reflects the fair value of assets available for sale.
Hedging Reserve This reserve is made up by the fair value of hedging derivatives and the respective
Movements in non-controlling interests in the periods ended 30 June 2015 and 31
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Opening balance as at 1 January | 9,375,864 | 8,850,291 |
| Changes in hedging reserves | 721 | 12,699 |
| Changes in the percentage of capital held in affiliated companies | 219,830 | 679,088 |
| Changes resulting from currency translation | 5,752 | 20,118 |
| Dividends paid | (1,077,110) | (721,525) |
| Others | - | 174 |
| Profit for the period attributable to minority interests Closing balance |
660,027 9,185,084 |
535,019 9,375,864 |
| 30 June 2015 | 31 December 2014 | ||||
|---|---|---|---|---|---|
| Outstanding amount | Outstanding amount | ||||
| Current | Non-Current | Current | Non-Current | on | |
| Bank loans Sonae Capital SGPS - commercial paper a) |
13,000,000 | - | 17,250,000 | - | |
| 8,250,000 | - | 8,250,000 | - | Mar/2018 | |
| Sonae Capital SGPS - commercial paper d) | Dec/2015 | ||||
| Sonae Capital SGPS - commercial paper b) | - | 18,200,000 | - | 28,900,000 | Aug/2016 |
| Sonae Capital SGPS - commercial paper c) | - | 30,000,000 | - | 30,000,000 | Dec/2017 |
| Sonae Capital SGPS - commercial paper f) | 3,500,000 | 3,000,000 | 3,500,000 | 4,750,000 | May/2017 |
| Sonae Capital SGPS - commercial paper g) | 3,000,000 | - | 4,000,000 | - | Feb/2016 |
| Sonae Capital SGPS - commercial paper h) | 1,200,000 | 4,800,000 | - | - | Mar/2020 |
| Sonae Capital SGPS e) | 3,290,000 | 10,692,500 | 3,290,000 | 12,337,500 | Set/2019 |
| Up-front fees | - | (352,590) | - | (415,978) | |
| Others | 1,202,920 | 2,070,574 | 2,524,257 | 2,652,051 | |
| 33,442,920 | 68,410,484 | 38,814,257 | 78,223,573 | ||
| Bank overdrafts (Note 14) Bank loans |
76,902 33,519,823 |
- 68,410,484 |
1,178,675 39,992,932 |
- 78,223,573 |
|
| 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 |
| Sonae Capital 2014/2019 Bonds | - | 42,500,000 | - | 42,500,000 | May/2019 |
| Up-front fees Bond Loans |
(70,330) 59,929,670 |
(432,076) 42,067,924 |
- - |
(608,709) 101,891,291 |
|
| Other loans | 499,468 | 453,273 | 752,665 | 609,258 | |
| Derivatives (Note 18) | 42,415 | - | 621,462 | - | |
| Obligations under finance leases | 2,860,458 | 17,493,816 | 2,851,514 | 18,935,072 | |
| Up-front fees on finance leases | - 96,851,834 |
(82,752) 128,342,745 |
- 44,218,573 |
(88,961) 199,570,233 |
|
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 guaranteed by a mortgage on real estate, started on 2 June 2011 and valid up to September 2019, with
quarterly payments. f) Commercial paper programme, with subscription guarantee, issued on 7 May 2014 and valid for a 3 year period, with
semi-annual payments. g) Short term commercial paper programme, with subscription guarantee, issued on 17 February 2011, with annual renewals up to a maximum of 5 years.
h) Short term commercial paper programme, with subscription guarantee, issued on 18 March 2015, valid up to March 2020,
As at 30 June 2015, borrowings of the Group were as follows:
The interest rate on bonds and bank loans in force on 30 June 2015 was on average
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 government reimbursable grants to group companies, which do not bear interest.
The repayment schedule of the nominal value of borrowings may be summarised as
| 30 June 2015 | 31 December 2014 | |||
|---|---|---|---|---|
| Nominal value | Interest | Nominal value | Interest | |
| N+1 a) | 96,879,749 | 5,705,058 | 43,597,111 | 6,730,136 |
| N+2 | 17,618,133 | 4,559,025 | 30,417,502 | 5,187,358 |
| N+3 | 43,999,588 | 3,512,477 | 48,102,235 | 4,615,274 |
| N+4 | 56,599,214 | 2,154,694 | 66,438,849 | 2,795,451 |
| N+5 | 4,975,421 | 151,643 | 48,576,622 | 1,110,569 |
| After N+5 | 6,017,806 226,089,912 |
154,619 16,237,516 |
7,148,672 244,280,992 |
216,245 20,655,033 |
a) Includes amounts drawn under commercial paper programmes. Of the total amount maturing in N+1, 29% concerns to commercial paper taken under lines of credit with commitment exceeding one year. Taking into account the policies and measures to manage liquidity risk, no risks that could jeopardize the continuity of operations are anticipated.
In the case any Bank institution or commercial paper investor do not renew, at the maturity date, its respective loans, the Group has credit lines available to overcome such renewables.
Hedging instruments used by the Group as at 30 June 2015 were mainly interest rate options (cash-flow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 773,050 euro, whose fair value of 42,415 euro (621,462 euro at 31 December 2014) is recorded as liabilities in other loans (Note 17). As at 30 de June de 2015 and 31 December 2014, 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
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:
is limited. Counterparts for derivatives are selected based on their financial strength and credit risk profile, with this profile being generally measured by a rating note attributed by rating agencies of recognized merit. Counterparts for derivatives are top level, highly prestigious financial institutions which are recognized nationally and internationally.
The fair value of derivatives is as follows:
| Assets Liabilities 30 June 31 December 30 June |
31 December |
|---|---|
| 2015 2014 2015 Non-Hedge accounting derivatives |
2014 |
| Interest rate - - - Hedge accounting derivatives |
- |
| Interest rate (Note 17) - - 42,415 |
621,462 |
| Other derivatives - - - - - 42,415 |
- 621,462 |
As at 30 June 2015 and 31 December 2014 other non-current liabilities can be
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Loans and other amounts payable to related parties | ||
| Plaza Mayor Parque de Ocio, SA | 1,973,769 | 2,017,783 |
| Others | 230,847 | 216,645 |
| 2,204,616 | 2,234,428 | |
| Other creditors | ||
| Creditors in the restructuring process of Torralta | 533,322 | 506,206 |
| Others | - 533,322 |
- 506,206 |
| Deferred income | - | - |
| Obligations by share-based payments (Note 20) | 156,194 | 333,229 |
| Other non-current liabilities | 156,194 2,894,132 |
333,229 3,073,863 |
In 2015 and in previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae Capital SGPS, SA to be acquired at nil cost, three years after they were attributed to the employee. In any case, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the choice to settle in cash instead of shares. The option can only be exercised if the employee still works for the Sonae Capital Group on the vesting date.
As at 30 June 2015 and 31 December 2014, the market value of total liabilities arising from share-based payments, which have not yet vested, may be summarised as follows:
| Year of grant | Vesting year | Number of participants |
30 June | Fair Value 31 December |
|
|---|---|---|---|---|---|
| 2015 | 2014 | ||||
| Shares | |||||
| 2012 | 2015 | 1 | 62,623 | 341,223 | |
| 2013 | 2016 | 8 | 425,339 | 423,280 | |
| 2014 | 2017 | 8 | 222,626 | 153,131 | |
| 2015 | 2018 | 8 | 269,287 | - | |
| Total | 979,875 | 917,634 |
As at 30 June 2015 and 31 December 2014, the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which have not yet vested:
| 30 June 2015 | 31 December 2014 | ||
|---|---|---|---|
| Other noncurrent liabilities (Note 19) | 156,194 | 333,229 | |
| Other current liabilities | 397,258 | 341,223 | |
| Reserves | 233,571 | 391,028 | |
| Staff Costs | 319,882 | 283,426 |
As at 30 June 2015 and 31 December 2014 trade accounts payable can be detailed
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Trade creditors Loans granted by and other payables to related parties |
16,846,121 488,590 |
17,028,403 107,740 |
| Other current liabilities | ||
| Fixed assets suppliers | 1,069,222 | 1,296,713 |
| Advances from customers and down payments | 2,981,208 | 4,350,703 |
| Other creditors | 1,891,039 | 2,220,512 |
| Taxes and contributions payable | 7,277,467 | 9,567,955 |
| Accrued staff costs | 6,929,255 | 5,987,039 |
| Amounts invoiced for works not yet completed | 6,276,448 | 4,667,245 |
| Accrued expenses with purchases - Energy Segment | 3,501,707 | 4,126,642 |
| Interest payable | 725,474 | 821,515 |
| Investment aid | 1,527,281 | 1,601,914 |
| Other liabilities | 9,452,414 41,631,515 |
9,584,112 44,224,350 |
| Trade accounts payable and other current liabilities | 58,966,226 | 61,360,493 |
Movements in provisions and accumulated impairment losses over the period ended
| Balance as at 1 January |
Balance as at 30 June |
||||
|---|---|---|---|---|---|
| Captions | 2015 | Increases | Decreases | Utilisations | 2015 |
| Accumulated impairment losses on: | |||||
| Other Investments (Notes 5 and 9) | 323,782 | - | - | - | 323,782 |
| Other non-current assets (Note 10) | 34,916 | - | - | - | 34,916 |
| Trade accounts receivable (Note 12) | 4,356,479 | 457,784 | (609,426) | (28,025) | 4,176,811 |
| Other current assets (Note 12) | 6,356,349 | 85,434 | (62,890) | - | 6,378,893 |
| Stocks (Note 10) | 6,292,456 | - | (36,744) | - | 6,255,712 |
| Non-current provisions | 3,079,824 | - | - | - | 3,079,824 |
| Current provisions | 5,642,201 26,086,008 |
880,300 1,423,517 |
(294,286) (1,003,346) |
(1,251,110) (1,279,135) |
4,977,105 25,227,043 |
As at 30 June 2015 and 31 December 2014 detail of other provisions was as follows:
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Judicial claims | 2,013,136 | 1,802,697 |
| Provision for secured income | 3,746,782 | 4,350,846 |
| Others | 2,297,011 | 2,568,482 |
| 8,056,929 | 8,722,025 |
As at 30 June 2015 and 2014 the most important contingent liabilities
| 30 June 2015 | 30 June 2014 | |
|---|---|---|
| Own work capitalised | 1,835,769 | 1,218,013 |
| Gains on sales of assets | 8,067,685 | 244,012 |
| Supplementary income | 326,491 | 410,952 |
| Others | 3,943,855 | 1,074,431 |
| Total | 14,173,800 | 2,947,408 |
As at 30 June 2015 and 31 December 2014 the most important contingent liabilities referred to guarantees given and were made up as follows:
| 30 June 2015 | 31 December 2014 | ||
|---|---|---|---|
| Guarantees given: | |||
| on VAT reimbursements | 5,163,386 | 5,064,574 | |
| on tax claims | 8,230,902 | 5,729,805 | |
| on municipal claims | 1,134,224 | 1,134,224 | |
Others include the following guarantees:
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.
As at 30 June 2015 and 2014, Taxation was made up as follows:
| 30 June 2015 | 30 June 2014 | ||
|---|---|---|---|
| Current tax Deferred tax |
2,095,892 (1,124,882) |
400,173 503,480 |
|
| Taxation | 971,009 | 903,653 |
As at 30 June 2015 and 2014, the reconciliation of consolidated net profit can be analysed as follows:
| 30 June 2015 | 30 June 2014 | |
|---|---|---|
| Aggregate net profit Harmonisation adjustments |
(23,431,207) (376,908) |
7,168,463 (1,133,822) |
| Elimination of intragroup dividends | (38,005,252) | (27,732,238) |
| Share of gains/(losses) of associated undertakings Elimination of intragroup capital gains/(losses) |
2,039,426 (3,221,077) |
2,116,705 11,590,777 |
| Elimination of intragroup impairment Adjustments of gains/(losses) on assets disposals Adjustments of gains/(losses) of financial shareholdings sale |
13,987,096 4,142,033 |
(775,169) - |
| 45,722,322 | 1,299,702 | |
| Others | - | 279,690 |
| Consolidated net profit for the year | 856,433 | (7,185,892) |
| Transactions | 30 June 2015 | Sales and services rendered 30 June 2014 |
30 June 2015 | Purchases and services obtained 30 June 2014 |
|
|---|---|---|---|---|---|
| Parent company (a) | - | - | - | - | |
| Associated companies | 194,561 | 17,898 | - | 14,628 | |
| Other partners and Group companies (b) | 12,971,993 13,166,554 |
12,058,960 12,076,858 |
- - |
2,946,340 2,960,968 |
|
| Transactions | 30 June 2015 | Interest income 30 June 2014 |
30 June 2015 | Interest expenses 30 June 2014 |
|
| Parent company (a) | - | - | - | - | |
| Associated companies Other partners and Group companies (b) |
503,679 - |
507,178 - |
- 55,906 |
- 64,419 |
|
| 503,679 | 507,178 | 55,906 | 64,419 | ||
| Accounts receivable | Accounts payable | ||||
| Balances | 30 June 2015 | 31 December 2014 | 30 June 2015 | 31 December 2014 | |
| Parent company (a) | - | - | - | - | |
| Associated companies | 573,538 | 1,599,727 | 7,187 | 18,980 | |
| Other partners and Group companies (b) | 7,937,109 | 11,254,391 | 2,387,126 | 2,243,084 | |
| 8,510,647 | 12,854,118 | 2,394,313 | 2,262,064 | ||
| Balances | 30 June 2015 | Loans obtained 31 December 2014 |
30 June 2015 | Loans granted 31 December 2014 |
|
| Parent company (a) | - | - | - | - | |
| Associated companies | - | - | 20,354,651 | 19,368,854 | |
| Other partners and Group companies (b) | 1,973,769 1,973,769 |
2,017,783 2,017,783 |
- 20,354,651 |
- 19,368,854 |
Earnings per share for the periods ended 30 June 2015 and 30 June 2014 were calculated taking into consideration the following amounts:
| Net profit | 30 June 2015 | 30 June 2014 |
|---|---|---|
| Net profit taken into consideration to calculate basic earnings per share (Net profit for the period ) |
196,406 | (7,361,621) |
| Net profit taken into consideration to calculate diluted earnings per share |
196,406 | (7,361,621) |
| Number of shares | ||
| Weighted average number of shares used to calculated basic earnings per share |
246,303,242 | 246,190,249 |
| Weighted average number of shares used to calculated diluted earnings per share |
246,303,242 | 246,190,249 |
| Earnings per share (basic and diluted) | 0.000797 | (0.029902) |
There are no convertible instruments included in Sonae Capital, SGPS, SA's shares,
In 30 June 2015 and 2014 and 31 December 2014, the following were identified as segments:
The contribution of the business segments to the income statement of the periods
| Profit and Loss | Resorts | Hotels | Fitness | 30 June 2015 Energy |
Refrigeration | Holding & | Intersegment | Consolidated |
|---|---|---|---|---|---|---|---|---|
| Account Turnover |
10,664,927 | 6,315,682 | 7,447,919 | 28,593,085 | and HVAC 26,192,105 |
Others 7,051,824 |
Adjustments -8,327,122 |
77,938,420 |
| Other operational income |
5,066,634 | 182,883 | 197,501 | 735,788 | 359,647 | 6,432,009 | 1,199,338 | 14,173,799 |
| Total operational income |
15,731,561 | 6,498,565 7,645,420 | 29,328,873 | 26,551,752 13,483,833 | -7,127,784 | 92,112,220 | ||
| Operational cash-flow (EBITDA) |
1,277,841 | -3,180,591 | 854,687 | 5,699,524 | 847,818 | 6,602,520 | -39,701 | 12,062,098 |
| Profit and Loss Account |
Resorts | Hotels | Fitness | 30 June 2014 Energy |
Refrigeration and HVAC |
Holding & Others |
Intersegment Adjustments |
Consolidated |
| Turnover | 18,483,144 | 5,595,308 | 6,903,760 | 20,270,424 | 26,839,292 | 7,710,601 | -8,224,462 | 77,578,067 |
| Other operational income |
626,757 | 219,646 | 197,273 | 595,590 | 309,303 | 389,122 | 609,717 | 2,947,408 |
| Total operational income |
19,109,901 | 5,814,954 | 7,101,033 | 20,866,014 | 27,148,595 | 8,099,723 | -7,614,745 | 80,525,475 |
| Operational cash-flow (EBITDA) |
1,827,572 -3,470,166 | 919,112 | 4,321,153 | 234,670 | 789,941 | 78,127 | 4,700,409 |
The contribution of the business segments to the Balance sheets as at 30 June 2015
| Balance Sheet | Resorts | Hotels | Fitness | 30 June 2015 Energy |
Refrigeration and HVAC |
Holding and Others |
Intersegment Adjustments |
Consolidated |
|---|---|---|---|---|---|---|---|---|
| Fixed Assets Tangible and Intangible |
131,821,957 | 13,589,273 | 8,721,632 | 24,929,512 | 10,120,998 | 112,349,424 | 557,923 | 302,090,719 |
| Investments | 41,798,605 | 22,021,422 | 27,675 | 203,565 | 3,096 | 594,937,372 | -623,305,605 | 35,686,130 |
| Other Assets | 100,609,448 | 53,799,031 | 3,161,776 | 12,243,004 | 43,370,850 | 607,942,449 | -544,015,361 | 277,111,196 |
| Total Assets | 274,230,010 89,409,726 | 11,911,083 | 37,376,081 | 53,494,944 1,315,229,245 -1,166,763,042 | 614,888,045 | |||
| Total Liabilities | 231,358,024 | 49,724,019 8,936,849 | 35,174,155 | 20,741,668 | 504,562,381 | -544,490,656 306,006,440 | ||
| Technical investment |
561,753 | 427,087 | 211,605 | 1,270,999 | 123,814 | 4,140,439 | - | 6,735,697 |
| Gross Debt | 14,833,401 | - | 497,768 | 9,171,239 | - | 200,692,171 | - | 225,194,579 |
| Net Debt | 14,690,362 | -95,794 | 455,104 | 8,912,093 | -718,138 | 177,346,889 | - | 200,590,517 |
| Balance Sheet | Resorts | Hotels | Fitness | 31 December 2014 Energy |
Refrigeration and HVAC |
Holding and Others |
Intersegment Adjustments |
Consolidated |
|---|---|---|---|---|---|---|---|---|
| Fixed Assets Tangible and Intangible |
135,559,390 | 13,705,579 | 9,301,498 | 26,480,547 | 10,176,911 | 113,983,432 | 518,223 | 309,725,580 |
| Investments | 39,365,628 | 31,163,716 | 24,563 | 120,196 | 611 | 613,053,027 | -628,915,555 | 54,812,186 |
| Other Assets Total Assets |
106,471,805 281,396,823 |
42,913,396 | 2,854,314 | 11,866,682 87,782,691 12,180,375 38,467,424 |
41,948,979 | 990,664,413 | -925,265,587 52,126,501 1,717,700,872 -1,553,662,919 |
271,453,999 635,991,765 |
| Total Liabilities | 232,409,762 | 37,437,989 8,905,387 | 38,162,518 | 19,532,634 | 921,903,264 | -929,697,083 | 328,654,472 | |
| Technical investment |
1,768,152 | 470,708 | 1,285,193 | 2,637,973 | 311,956 | 2,484,157 | - | 8,958,139 |
| Gross Debt | 16,056,102 | - | 734,375 | 11,382,132 | 1,283,258 | 214,332,940 | - | 243,788,807 |
| Net Debt | 15,869,776 | -119,991 | 683,804 | 10,986,752 | -30,877 | 207,071,792 | - | 234,461,257 |
No significant events, requiring further disclosure, have occurred after 30 June 2015.
(Translation of the individual financial statements originally issued in Portuguese)
| ASSETS | Notes | 30 June 2015 | 31 December 2014 | ||
|---|---|---|---|---|---|
| NON CURRENT ASSETS: Tangible assets Investments Deferred tax assets Other non current assets |
Total Non Current Assets | 4 7 5 |
27,552 415,432,455 4,219,485 543,645,531 963,325,021 |
28,987 434,115,996 4,069,727 197,085,531 635,300,241 |
|
| CURRENT ASSETS: Other current assets Cash and cash equivalents |
Total Current Assets | 6 8 |
241,010,068 11,301,230 252,311,297 |
573,184,059 5,112,291 578,296,350 |
|
| TOTAL ASSETS | 1,215,636,319 | 1,213,596,591 | |||
| EQUITY AND LIABILITIES | |||||
| EQUITY: Share Capital Own shares Legal reserve Other reserves Profit / (Loss) for the period TOTAL EQUITY |
9 9 1 0 |
250,000,000 (1,413,866) 9,463,225 309,676,446 14,384,362 582,110,167 |
250,000,000 (1,486,301) 8,611,464 293,493,001 17,035,205 567,653,369 |
||
| LIABILITIES: NON CURRENT LIABILITIES: Bank loans Bonds Other non current liabilities |
Total Non Current Liabilities | 1 0 1 1 |
66,377,689 42,067,924 46,000 108,491,614 |
75,613,439 52,013,159 157,880 127,784,478 |
|
| CURRENT LIABILITIES Suppliers Bank loans Other creditors Other current liabilities |
Total Current Liabilities | 1 1 1 1 |
79,173 42,240,000 480,154,410 2,560,955 525,034,538 |
107,498 36,293,800 476,548,040 5,209,406 518,158,744 |
|
| TOTAL EQUITY AND LIABILITIES | The accompanying notes are an integral part of these financial statements | 1 2 1 3 |
1,215,636,319 | 1,213,596,591 |
| Notes | 30 June 2015 | 30 June 2014 | |
|---|---|---|---|
| Operational income | |||
| Other operational income Total operational income |
11,721 11,721 |
20,337 20,337 |
|
| Operational expenses | |||
| External supplies and services | (492,334) | (218,874) | |
| Staff costs | (695,513) | (641,774) | |
| Depreciation and amortisation | (1,436) | (1,750) | |
| Other operational expenses | (45,776) | (11,714) | |
| Total operational expenses Operational profit/(loss) |
1 4 | (1,235,059) (1,223,338) |
(874,112) (853,775) |
| 1 5 | |||
| Financial income | 16,347,424 | 5,436,458 | |
| Financial expenses | (4,915,471) | (5,238,040) | |
| Net financial income/(expenses) | 11,431,953 | 198,418 | |
| Investment income Profit/(loss) before taxation |
3,500,638 13,709,253 |
15,645,955 14,990,598 |
|
| 1 6 1 6 |
|||
| Taxation Profit/(loss) for the period |
675,109 14,384,362 |
4,458,451 19,449,049 |
|
| Profit/(loss) per share | 1 6 1 7 |
||
Basic and diluted 1 8 0.058401 0.079000 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)
| nd Quarter 2015 2 |
nd Quarter 2014 2 |
|
|---|---|---|
| (Unaudited) | (Unaudited) | |
| Operational income: | ||
| Other operational income | 4,623 | 381 |
| Total operational income | 4,623 | 381 |
| Operational expenses: | ||
| External supplies and services | (234,274) | (118,905) |
| Staff costs | (242,936) | (143,526) |
| Depreciation and amortisation | (426) | (874) |
| Other operational expenses | (25,234) | (3,050) |
| Total operational expenses Operational profit/(loss) |
(502,871) (498,248) |
(266,355) (265,974) |
| Financial income | 9,281,739 | 2,822,967 |
| Financial expenses | (2,548,324) | (2,692,799) |
| Net financial income/(expenses) | 6,733,415 | 130,168 |
| Investment income Profit/(loss) before taxation |
(18,787,018) (12,551,850) |
389,533 253,727 |
| Taxation Profit/(loss) for the period |
363,114 (12,188,736) |
1,762,658 2,016,385 |
| Profit/(loss) per share |
| 30 June 2015 | 30 June 2014 | |
|---|---|---|
| Net profit for the period | 14,384,362 | 19,449,049 |
| 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 |
- 14,384,362 |
- 19,449,049 |
(Amounts expressed in euro)
| 2 | 2 | |
|---|---|---|
| Net profit for the period | n d Quarter 2015 (Unaudited) (12,188,736) |
n d Quarter 2014 (Unaudited) 2,016,385 |
| Exchange differences on translating foreign operations | - | - |
| Share of other comprehensive income of associates and joint ventures accounted by the equity method Change in the fair value of assets available for sale Change in the fair value of cash flow hedging derivatives Gains on property revaluation Income tax relating to components of other comprehensive income |
- - - - - |
- - - - - |
| Other comprehensive income for the period Total comprehensive income for the period |
- (12,188,736) |
- 2,016,385 |
REPORT AND ACCOUNTS – JUNE 2015 Individual Financial Statements
| Share | Own | Legal | Other | Sub total | Net | Total Equity | |
|---|---|---|---|---|---|---|---|
| Balance as at 1 January 2014 | Capital 250,000,000 |
Shares (1,124,125) |
Reserve 8,307,376 |
Reserves 287,715,325 |
296,022,701 | profit / (loss) 6,081,764 |
550,980,341 |
| Total comprehensive income for the period | - | - | - | - | - | 19,449,049 | 19,449,049 |
| Appropriation of profits: Transfer to legal reserve and retained earnings Dividends distributed |
- - |
- - |
304,088 - |
5,777,676 - |
6,081,764 - |
(6,081,764) - |
- - |
| (Acquisition)/disposal of own shares Others |
- - |
(404,782) - |
- - |
- - |
- - |
- - |
(404,782) - |
| Balance as at 30 June 2014 Balance as at 1 January 2015 |
250,000,000 250,000,000 |
(1,528,907) (1,486,301) |
8,611,464 8,611,464 |
293,493,001 293,493,001 |
302,104,465 302,104,465 |
19,449,049 17,035,205 |
570,024,607 567,653,369 |
| Total comprehensive income for the period | - | - | - | - | - | 14,384,362 | 14,384,362 |
| Appropriation of profits: Transfer to legal reserve and retained earnings Dividends distributed (Acquisition)/disposal of own shares |
- - - |
- - 72,435 |
851,760 - - |
16,183,445 - - |
17,035,205 - - |
(17,035,205) - - |
- - 72,435 |
| Others | - | - | - | - | - | - | - |
| Balance as at 30 June 2015 | 250,000,000 | (1,413,866) | 9,463,224 | 309,676,446 | 319,139,670 | 14,384,362 | 582,110,167 |
| Notes | 30 June 2015 | 30 June 2014 | |
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Cash paid to trade creditors | 517,559 | 390,776 | |
| Cash paid to employees | 894,290 | 508,624 | |
| Cash flow generated by operations | (1,411,849) | (899,400) | |
| Income taxes (paid)/received | 519 | 1,227 | |
| Other cash receipts/(payments) relating to operating activities Net cash flow from operating activities [1] |
2,901 (1,409,466) |
39,827 (860,800) |
|
| INVESTMENT ACTIVITIES | |||
| Cash receipts arising from: | 346,542,712 | - | |
| Investments | |||
| Interest and similar income | 5,496,655 | 4,979,203 | |
| Dividends | 22,184,180 | 14,870,786 | |
| Loans obtained | - | 14,957,934 | |
| 374,223,547 | 34,807,923 | ||
| Cash payments arising from: | |||
| Tangible assets | 9,515 | - | |
| Loans granted | 352,952,772 | 29,714,614 | |
| Net cash flow from investment activities [2] | 352,962,288 21,261,260 |
29,714,614 5,093,309 |
|
| FINANCING ACTIVITIES | |||
| Cash receipts arising from: | |||
| Sale of own shares | 72,435 | 42,606 | |
| Loans obtained | 12,618,574 | 42,500,000 | |
| 12,691,009 | 42,542,606 | ||
| Cash Payments arising from: | |||
| Interest and similar costs | 3,905,063 | 5,687,638 | |
| Acquisition of own shares | - | 404,783 | |
| Loans obtained | 22,448,800 | 25,684,306 | |
| Net cash flow from financing activities [3] | 26,353,863 (13,662,855) |
31,776,727 10,765,879 |
|
| Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] | 6,188,939 | 14,998,388 | |
| Cash and cash equivalents at the beginning of the period | 8 | 5,112,291 | 786,250 |
| Cash and cash equivalents at the end of the period | 8 | 11,301,230 | 15,784,638 |
| 2 | 2 | |
|---|---|---|
| OPERATING ACTIVITIES | n d Quarter 2015 (Unaudited) |
n d Quarter 2014 (Unaudited) |
| Cash paid to trade creditors | 339,460 | 114,626 |
| Cash paid to employees | 696,747 | 230,519 |
| Cash flow generated by operations | (1,036,207) | (345,145) |
| Income taxes (paid)/received | (500) | 718 |
| Other cash receipts/(payments) relating to operating activities Net cash flow from operating activities [1] |
230,924 (804,782) |
296,675 (49,188) |
| INVESTMENT ACTIVITIES | ||
| Cash receipts arising from: | ||
| Investments | (8,678) | - |
| Interest and similar income | 220,828 | 2,873 |
| Dividends | 22,184,180 | 14,870,786 |
| Loans granted | - | 14,957,934 |
| 22,396,330 | 29,831,593 | |
| Cash payments arising from: | ||
| Loans granted | (1,167,228) | 30,160,254 |
| Net cash flow from investment activities [2] | (1,167,228) 23,563,558 |
30,160,254 (328,661) |
| FINANCING ACTIVITIES | ||
| Cash receipts arising from: | ||
| Sale of own shares | 72,435 | 42,606 |
| Loans obtained | 1,652,144 | 30,950,000 |
| 1,724,579 | 30,992,606 | |
| Cash Payments arising from: | ||
| Interest and similar costs | 2,608,692 | 3,643,843 |
| Loans obtained | 11,422,500 | 11,748,506 |
| Net cash from financing activities [3] | 14,031,192 (12,306,614) |
15,392,349 15,600,257 |
| Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] | 10,452,162 | 15,222,408 |
| Cash and cash equivalents at the beginning of the period | 849,067 | 562,230 |
Cash and cash equivalents at the end of the period 11,301,230 15,784,638
FOR THE SIX MONTHS ENDED 30 JUNE 2015 (Translation from the Portuguese Original) (Amounts expressed in Euro)
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.
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.
4.FINANCIAL INVESTMENTS
| Investments in affiliated and associated undertakings | 30 June 2015 494,491,377 |
31 December 2014 494,491,377 |
|---|---|---|
| Investments in other companies | ||
| Sonae RE - (0.04%) | 1,200 | 1,200 |
| Fundo Invest. Imob. Imosonae Dois - (0.001%) | 2,546 | 2,546 |
| Matadouro Alto Alentejo, SA - (0.89%) | 1 | 1 |
| NET Novas Tecnologias, SA - (2.80%) | 23,034 | 23,034 |
| Saúde Atlântica - Gestão Hospitalar, SA (0.01%) | 34 | 34 |
| Fundo F HITEC - (6.48%) | 250,950 | 250,950 |
| 494,769,143 | 494,769,143 | |
| Impairment | (79,336,688) 415,432,455 |
(60,653,147) 434,115,996 |
4.1 Investments in affiliated and associated undertakings As at 30 June 2015 and 31 December 2014, the detail of Investments in Affiliated and
| Associated Companies is as shown in the table below: | 30 June 2015 | ||||||
|---|---|---|---|---|---|---|---|
| Company | % Held | Fair Value |
Book Value | Fair Value | Equity | Profit / (Loss) for the |
|
| Reserve | period | ||||||
| CAPWATT, S.G.P.S., S.A. | 100.00% | - | 2,725,000 | - | 2,796,513 | 91,124 | |
| Fundo Esp de Invest. Imob Fechado WTC | 59.57% | - | 42,057,274 | - | 71,718,882 | 1,390,615 | |
| Imoareia - Invest. Turísticos, S.G.P.S., S.A. | 100.00% | - | 167,132,793 | - | 82,108,948 | (703,427) | |
| Interlog - SGPS, S.A. | 98.938% | - | 21,658,210 | - | 21,786,061 | 32,407 | |
| Lidergraf - Artes Gráficas, SA. | 24.50% | - | 1,125,301 | - | 5,315,674 | 927,549 | |
| Praedium SGPS, S.A. | 100.00% | - | 25,577,659 | - | 17,615,742 | (2,648,265) | |
| Sonae Turismo, S.G.P.S., S.A. | 100.00% | - | 93,714,351 | - | 44,245,635 | (8,973,774) | |
| SC Finance B.V. | 100.00% | - | 263,698 | - | (5,064,364) | (5,358,866) | |
| SC-Eng. e Promoção imobiliária, S.G.P.S., S.A. | 100.00% | - | 34,575,100 | - | 28,099,135 | 981,570 | |
| Sistavac, SGPS, S.A. | 70.00% | - | 32,492,436 | - | 41,800,719 | 652,514 | |
| Solinca - Health & Fitness, S.A. | 100.00% | - | 13,553,639 | - | 736,261 | (484,184) | |
| Spred, S.G.P.S., S.A. Total |
100.00% | - | 59,615,917 494,491,377 |
- | 17,722,625 | (1,088,662) |
| 31 December 2014 | ||||||
|---|---|---|---|---|---|---|
| Company | % Held | Fair Value |
Book Value | Fair Value | Equity | Profit / (Loss) for the |
| 2,725,000 | Reserve | 2,705,388 | period (19,612) |
|||
| CAPWATT, S.G.P.S., S.A. | 100.00% | 42,057,274 | 70,328,267 | 2,177,577 | ||
| Fundo Esp de Invest. Imob Fechado WTC | 59.57% | 167,132,793 | 82,812,376 | (428,587) | ||
| Imoareia - Invest. Turísticos, S.G.P.S., S.A. | 100.00% | 21,658,210 | 21,753,654 | 84,688 | ||
| Interlog - SGPS, S.A. | 98.938% | 1,125,301 | 5,315,674 | 927,549 | ||
| Lidergraf - Artes Gráficas, SA. | 24.50% | 25,577,659 | 20,264,008 | (2,512,717) | ||
| Praedium SGPS, S.A. | 100.00% | 93,714,351 | 53,056,218 | (23,739,606) | ||
| Sonae Turismo, S.G.P.S., S.A. | 100.00% | 263,698 | 294,502 | 16,205 | ||
| SC Finance B.V. | 100.00% | 34,575,100 | 27,117,565 | (865,317) | ||
| SC-Eng. e Promoção imobiliária, S.G.P.S., S.A. | 100.00% | 32,492,436 | 41,148,204 | 448,657 | ||
| Sistavac, SGPS, S.A. | 70.00% | 13,553,639 | 1,220,444 | (279,556) | ||
| Solinca - Health & Fitness, S.A. | 100.00% | 59,615,917 | 40,939,316 | 23,292,661 | ||
| Spred, S.G.P.S., S.A. Total |
100.00% | 494,491,377 |
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 or DCF methodology, to assess the fair value of such investments.
As at 30 June 2015 and 31 December 2014, the detail of Impairments on Investments in Affiliated and Associated Companies is as shown in the table below.
| 30 June 2015 | 31 December 2014 | Variation (Note 16) | |
|---|---|---|---|
| Fundo Esp.Inv.Imo.Fec. WTC | - | (159,628) | 159,628 |
| Spred, SGPS, SA | (35,769,387) | (16,926,218) | (18,843,169) |
| Sonae Turismo, SGPS, SA | (43,567,301) (79,336,688) |
(43,567,301) (60,653,147) |
- (18,683,542) |
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Loans granted to group companies: | ||
| Sonae Turismo, SGPS, SA | 11,703,934 | 11,703,934 |
| Praedium, SGPS, SA | 85,134,991 | 85,134,991 |
| Imoareia - Invest. Turísticos, S.G.P.S., SA | 94,593,637 | 94,593,637 |
| SC-Eng. e Promoção imobiliária, S.G.P.S., SA | 2,788,000 | 2,788,000 |
| Solinca - Health & Fitness, SA | 2,864,968 | 2,864,968 |
| SC Finance BV | 346,560,000 | - |
543,645,531 197,085,531
These assets were not due or impaired as at 30 June 2015. The fair value of loans granted to Group companies is basically the same as their book value.
Loans to group companies bear interest at market rates and are repayable within a period exceeding one year. The interest rate as at 30 June 2015 stood, in average, at approximately 4.82%.
| 30 June 2015 | 31 December 2014 | ||
|---|---|---|---|
| Shareholding, other Operations | 4,242,705 | 4,077,753 | |
| Loans granted | 214,127,372 | 207,734,600 | |
| Other Debtors Income tax withheld |
820,465 4,485,644 |
347,371,160 7,519,432 |
|
| Accrued income | 16,803,182 | 5,948,878 | |
| Deferred costs | 530,699 241,010,068 |
532,236 573,184,059 |
|
The balance registered at Shareholding, other Operations is related to the values transferred from subsidiaries under the IRC regime (RETGS).
As at 30 June 2015 and 31 December 2014, the item Loans Granted is related to
| financial operations with the following subsidiaries: | ||
|---|---|---|
| 30 June 2015 | 31 December 2014 | |
| Aqualuz - Turismo e Lazer, Lda | - | 139,000 |
| Bloco Q-Soc.Imobil.SA | - | 310,000 |
| Casa da Ribeira-Sociedade Imobiliária, S.A. | - | 8,000 |
| The Artist Porto Hotel & Bistrô - Activ. Hotel., S.A. | - | 316,000 |
| Contacto Concessões, SGPS, S.A. | - | 1,041,000 |
| Imoareia - Invest. Turísticos, SGPS, SA | 88,976,039 | 87,537,900 |
| Inparvi SGPS, SA | 121,327 | 118,000 |
| Martimope-Empreendimentos Turísticos, SA | - | 214,000 |
| Praedium SGPS, SA | 106,606,680 | 100,050,000 |
| Praedium II-Imobiliária,SA | - | 5,000 |
| SC-Eng. e promoção imobiliária,SGPS,S.A. | 3,891,700 | 2,890,200 |
| Sete e Meio Herdades-Inv. Agr. e Tur.,SA | - | 1,000 |
| Solinca - Health & Fitness, SA | 1,098,127 | 1,162,000 |
| Sótaqua - Soc. de Empreend. Turisticos | - | 6,000 |
| SC Finance BV | 395,000 | - |
| SC For - Serv. Form. Des. Rec. Humanos, Unip., Lda | - | - |
| Spinveste-Gestão Imobiliária SGII,SA | - | 952,000 |
| Spinveste - Promoção Imobiliária, SA | - | 2,000 |
| CAPWATT, SGPS, S.A. | 13,038,500 214,127,372 |
12,982,500 207,734,600 |
Loans to group companies bear interest at market rates and are repayable within a period inferior to one year. The interest rate as at 30 June 2015 stood, in average, at approximately 5.25%.
As at 30 June 2015 and 31 December 2014, the item State & Other public Entities are made up as follows:
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Income tax withheld | 2,359,166 | 2,359,147 |
| Income tax (advanced payment) | 2,126,478 | 2,028,682 |
| Income tax | - | 3,131,602 |
| 4,485,644 | 7,519,431 |
The value registered for as Tax Income (IRC) refers to the tax saving driven by the RETGS.
The amount registered in Accrued Income includes 16,795,304 euro relative to interest o loan granted to subsidiaries.
Deferred Costs includes 471,308 euro relative to bank commissions that are deferred for the loan period.
| Deferred tax assets | Deferred tax liabilities | ||
|---|---|---|---|
| 30 June 2015 | 31 December 2014 | 30 June 2015 | 31 December 2014 |
During the periods ended 30 June 2015 and 31 December 2014, movements in deferred tax are as follows:
| Deferred tax assets | ||||
|---|---|---|---|---|
| Deferred tax liabilities | ||||
| 30 June 2015 | 31 December 2014 | 30 June 2015 | 31 December 2014 | |
| Opening balance | 4,069,727 | 407,059 | - - |
|
| Effect in results ( Nota 17): | 149,757 | 3,687,193 | - - |
|
| Tax losses carried forward | - | (24,525) | - - |
|
| Others | 4,219,485 | 4,069,727 | - - |
|
| Effect in reserves: | - | - | - - |
|
| Closing balance | 4,219,485 | 4,069,727 | - - |
In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2015 and 31 December 2014, tax losses carried forward can be summarized as follows:
| 31 December 2014 | ||||||
|---|---|---|---|---|---|---|
| Prejuízo fiscal |
30 June 2015 Deferred tax assets |
To be used until |
Prejuízo fiscal |
Deferred tax assets |
To be used until |
|
| Generated in 2011 | 1,165,089 | 244,669 | 2015 | 1,165,089 | 244,669 | 2015 |
| Generated in 2013 | 61,175 | 12,847 | 2018 | 61,175 | 12,847 | 2018 |
| Generated in 2014 | 11,723,660 | 2,461,969 | 2018 | 18,153,387 | 3,812,211 | 2018 |
| Generated in 2015 | 7,142,857 | 1,500,000 | 2028 | - | - | |
| 20,092,781 | 4,219,485 | 19,379,651 | 4,069,727 |
| detailed as follows: | 30 June 2015 | 31 December 2014 |
|---|---|---|
| 4 | 4 | |
| Cash | ||
| Bank deposits | 11,301,226 | 5,112,287 |
| Cash and cash equivalents in the balance sheet | 11,301,230 | 5,112,291 |
| Bank overdrafts Cash and cash equivalents in the cash flow statement |
- 11,301,230 |
- 5,112,291 |
As at 30 June 2015 Sonae Capital SGPS, S.A. owns 5,885,471 own shares representing 2.354% of its share capital (6,068,850 shares as at 31 December 2014), with the value of 1,413,866 euro (1,486,301 euros as at 31 December 2014) (Note 10).
| 30 June 2015 175,624,327 |
31 December 2014 159,368,447 |
||
|---|---|---|---|
| Free reserves | |||
| Demerger reserve | 132,638,252 | 132,638,252 | |
| Own shares reserve | 1,413,866 | 1,486,301 | |
| 309,676,446 | 293,493,001 |
The demerger reserve (Note 1), corresponds to the difference between the book value of the shareholding in SC, SGPS, SA (382,638,252 euro) which was spun off from Sonae, SGPS, SA to the Company, and the value of the share capital of the Company (250,000,000 euro). This reserve, which has a treatment similar to that of a Legal Reserve, according to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.
Legal Reserve: According to the Company Law, at least 5% of the annual net profit must be transferred to the legal reserve until it represents 20% of share capital. This reserve cannot be distributed to shareholders, unless the company is liquidated, but can be used to cover prior year losses, once other reserves have been used fully, or for capital increases. As at 30 June 2015 the value of this caption is 9,463,225 euro.
Own shares reserve: This reserve, established in accordance with article 342 of the CSC, has the same amount of the value of own shares held by the company, and is unavailable as long as they are held by the company (Note 9).
| 30 June 2015 | 31 December 2014 | |||
|---|---|---|---|---|
| Current | Non Current | Current | Non Current | |
| Bank loans | ||||
| Sonae Capital SGPS - commercial paper a) |
13,000,000 | - | 17,253,800 | - |
| Sonae Capital SGPS - commercial paper d) |
8,250,000 | - | 8,250,000 | - |
| Sonae Capital SGPS - commercial paper b) |
- | 18,200,000 | - | 28,900,000 |
| Sonae Capital SGPS - commercial paper c) |
- | 30,000,000 | - | 30,000,000 |
| Sonae Capital SGPS e) |
3,290,000 | 10,692,500 | 3,290,000 | 12,337,500 |
| Sonae Capital SGPS - commercial paper g) |
3,500,000 | 3,000,000 | 3,500,000 | 4,750,000 |
| Sonae Capital SGPS - commercial paper j) |
3,000,000 | - | 4,000,000 | - |
| Sonae Capital SGPS - commercial paper i) |
1,200,000 | 4,800,000 | - | - |
| Up-front fees not yet charged to income statement | - | (314,811) | - | (374,061) |
| 32,240,000 | 66,377,689 | 36,293,800 | 75,613,439 | |
| Bank overdrafts (Nota 8) | - 32,240,000 |
- 66,377,689 |
- 36,293,800 |
- 75,613,439 |
| Bond Loans | ||||
| Obrigações Sonae Capital 2011/2016 f) |
10,000,000 | - | - | 10,000,000 |
| Obrigações Sonae Capital 2014/2019 h) |
- | 42,500,000 | - | 42,500,000 |
| Up-front fees not yet charged to income statement | - 10,000,000 |
(432,076) 42,067,924 |
- - |
(486,841) 52,013,159 |
| 42,240,000 | 108,445,614 | 36,293,800 | 127,626,597 |
The interest rate on bank loans and bonds in force on 30 June 2015 was on average
3.31% 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. In the case any Bank institution or commercial paper investor do not renew, at the maturity date, its respective loans, the Group has credit lines available to overcome such renewables.
There are no derivative instruments.
| Other creditors | ||
|---|---|---|
| Group companies - Short term loans | 475,875,572 | 472,356,998 |
| Other creditors | 4,278,838 | 4,191,042 |
| 480,154,410 | 476,548,040 |
As at 30 June 2015 and 31 December 2014 the caption loans granted is relative to financial operations granted to the following subsidiaries:
| 31 December 2014 |
|---|
| 12,513,000 |
| 21,774,000 |
| 13,000 |
| 263,000 |
| 16,030,513 |
| 232,684,567 |
| 14,301,000 |
| 3,610,000 9,000 |
| 135,685,517 |
| 35,473,400 |
| 472,356,998 |
| 30 June 2015 - 21,769,000 - - 32,861,207 252,259,451 18,658,000 - - SC For - Serviços de Formação e Desenv de Rec Humanos 5000 136,142,841 14,180,073 475,875,572 |
Loans obtained from group companies bear interest at market rates and are repayable within one year. The interest rate as at 30 June 2015 was, in average,
approximately 0.50%. The item Other Creditors, includes 4,270,059 euros relating to transfers from subsidiaries of tax estimates under the special regime RETGS.
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Other current liabilities | ||
| Taxes payable | 649,449 | 4,170,928 |
| Accruals: | ||
| Staff costs | 266,186 | 339,294 |
| Interest payable | 1,566,535 | 657,638 |
| Other accruals | 78,172 | 37,253 |
| Deferred income | 613 | 4,292 |
| 2,560,955 | 5,209,406 |
As at 30 June 2015 and 31 December 2014 the item Taxes payable can be detailed as
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Income taxation | 613,401 | 4,105,403 |
| Income taxation - amounts withheld | 18,441 | 42,766 |
| VAT | 69 | 69 |
| Social security contributions | 17,538 | 22,690 |
| 649,449 | 4,170,928 |
| 30 June 2015 | 30 June 2014 | ||
|---|---|---|---|
| 21,268 | 23,249 | ||
| Operational rents | |||
| Insurance costs | 26,307 | 25,750 | |
| Travelling expenses | 10,021 | 12,384 | |
| Services obtained | 396,727 | 132,010 | |
| Other services | 38,012 | 25,480 | |
| 492,334 | 218,874 |
The item Services obtained includes, in 2015, 181 thousand euro of Holding costs that have not occur in 2014. On the other hand, the shared services fee was, in 2015, up about 95 thousand euro compared to 2014.
| 30 June 2015 596,456 |
30 June 2014 562,016 |
|
|---|---|---|
| Governing bodies' remunerations | ||
| Social security contributions | 54,162 | 64,682 |
| Other staff costs | 44,895 | 15,075 |
| 695,513 | 641,774 |
INVESTMENT INCOME As at 30 June 2015 and 2014, Net Financial Expenses and Investment Income can be
| 30 June 2015 | 30 June 2014 | |
|---|---|---|
| Interest payable and similar expenses | ||
| Interest arising from: | ||
| Bank loans | (1,534,553) | (3,422,320) |
| Bonds | (1,117,179) | (416,208) |
| Other | (981,303) | (29,032) |
| Other financial expenses | (1,282,436) | (1,370,481) |
| (4,915,471) | (5,238,040) | |
| Interest receivable and similar income | ||
| Interest income | 16,347,424 | 5,436,458 |
| 16,347,424 | 5,436,458 | |
| 11,431,953 | 198,418 | |
| Net financial expenses | 11,431,953 | 198,418 |
| Reversal of Impairment losses (Note 4.1) | (18,683,542) | 775,169 |
| Dividends received | 22,184,180 | 14,870,786 |
| Investment income | 3,500,638 | 15,645,955 |
As at 30 June 2015, the amount of dividends received is from Spred SGPS, SA.
| 30 June 2015 | 30 June 2014 | |
|---|---|---|
| Current tax | 525,352 | (87,045) |
| Deferred tax (Note 7) | 149,757 | 4,545,496 |
| 675,109 | 4,458,451 |
| Net profit Net profit taken into consideration to calculate basic |
30 June 2015 | 30 June 2014 |
|---|---|---|
| earnings per share (Net profit for the period ) | 14,384,362 | 19,449,049 |
| Effect of dilutive potential shares Net profit taken into consideration to calculate diluted earnings per share |
- 14,384,362 |
- 19,449,049 |
| Number of shares | ||
| Weighted average number of shares used to calculate basic earnings per share |
246,303,242 | 246,190,249 |
| Weighted average number of shares used to calculate diluted earnings per share |
246,303,242 | 246,190,249 |
| Earnings per share (basic and diluted) | 0.058401 | 0.079000 |
REQUIREMENTS Art 5 nr 4 of Decree-Law nr 495/88 of 30 December changed by art 1 of Decree-Law nr 318/94 of 24 December.
In the period ended 30 June 2015 shareholders' loan contracts were entered into
In the period ended 30 June 2015 short-term loan contracts were entered with the companies Spinveste Promoção Imobiliária, SC For - Serviços de Formação e Desenv de Rec Humanos Capwatt SGPS, SC Finance BV, Sistavac SGPS, SA, and Spred SGPS SA.
As at 30 June 2015 amounts due by affiliated companies can be summarized as follows:
757,772,903
| Companies | Closing Balance |
|---|---|
| CAPWATT, SGPS, S.A. | 13,038,500 |
| Imoareia - Invest. Turísticos, S.G.P.S., SA | 183,569,676 |
| Inparvi SGPS, SA | 121,327 |
| Praedium, SGPS, SA | 191,741,671 |
| SC Finance BV | 346,955,000 6,679,700 |
| SC-Eng. e Promoção Imobiliária,SGPS,S.A. | |
| Solinca - Health & Fitness, SA | 3,963,095 |
| Sonae Turismo, SGPS, SA | 11,703,934 |
Loans and Short term loans granted
As at 30 June 2015 amounts due to affiliated companies can be summarized as
| Companies | Closing Balance |
|---|---|
| SC For - Serviços de Formação e Desenv de Rec Humanos | 5,000 |
| Spred, SGPS, SA | 14,180,073 |
| Sistavac, SGPS, S.A. | 18,658,000 |
| Interlog-SGPS,SA | 21,769,000 |
| Sonae Turismo, S.G.P.S., S.A. | 32,861,207 |
| SC Hospitality, SGPS, S.A | 136,142,841 |
| SC, SGPS, SA | 252,259,451 |
| 475,875,572 |
STATEMENTS These financial statements were approved by the Board of Directors and authorized for issue on 30 July 2015.
Report of the Board of Directors
1 In accordance with the Portuguese Securities Market Code (CVM), we present our limited review report on the consolidated financial information for the six-month period ended June 30, 2015 of Sonae Capital, SGPS, S.A. included in the Management Report, consolidated balance sheet (which shows total assets of Euro 614,888,045 and total shareholders' equity of Euro 308,881,605, including non-controlling interests of Euro 9,185,084 and a net profit of Euro 196,406), consolidated income statement by nature, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the period then ended, and the corresponding notes to the accounts.
2 The amounts in the consolidated financial statements, as well as those in the additional financial information, are derived from the respective accounting records.
3 It is the responsibility of the Board of Directors: (a) to prepare consolidated financial information which present fairly, in all material respects, the financial position of the companies included in the consolidation, the consolidated results and the consolidated comprehensive income of their operations, the changes in consolidated equity and the consolidated cash flows; (b) to prepare historical financial information in accordance with International Financial Reporting Standards as adopted by the European Union and which is complete, true, up-to-date, clear, objective and lawful as required by the CVM; (c) to adopt appropriate accounting policies and criteria; (d) to maintain appropriate systems of internal control; and (e) to disclose any significant matters which have influenced the activity, financial position or results.
4 Our responsibility is to verify the financial information included in the documents referred to above, namely as to whether it is complete, true, up-to-date, clear, objective and lawful, as required by the CVM, for the purpose of issuing an independent and professional report based on our work.
5 Our work was performed with the objective of obtaining moderate assurance about whether the financial information referred to above is free from material misstatement. Our work was performed in accordance with the Standards and Technical Recommendations issued by the Institute of Statutory Auditors, planned according to that objective, and consisted: (a) primarily, in enquiries and analytical procedures, to review: (i) the reliability of the assertions included in the financial information; (ii) the appropriateness and consistency of the accounting principles used, as applicable; (iii) the applicability, or not, of the going concern basis of accounting; (iv) the presentation of the financial information; (v) as to whether the consolidated financial information is complete, true, upto-date, clear, objective and lawful; and (b) of substantive tests of unusual significant transactions.
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.pt Matriculada na CRC sob o NUPC 506 628 752, Capital Social Euros 314.000 Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na CMVM sob o nº 9077
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente. Sede: Palácio Sottomayor, Rua Sousa Martins, 1 - 3º, 1069-316 Lisboa, Portugal
6 Our work also covered the verification that the consolidated financial information included in the Management Report is consistent with the remaining documents referred to above.
7 We believe that the work performed provides a reasonable basis for the issue of this limited review report on the half year information.
9 Based on the work, which was performed with the objective of obtaining a moderate level of assurance, nothing has come to our attention that leads us to conclude that the consolidated financial information for the six-month period ended June 30, 2015 contain material misstatements that affect its conformity with International Financial Reporting Standards as adopted by the European Union and that it is not complete, true, up-to-date, clear, objective and lawful.
10 Based on the work, nothing has come to our attention that leads us to believe that the consolidated financial information included in the Management Report is not consistent with the consolidated financial information for the period.
July 31, 2015
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:
Hermínio António Paulos Afonso, R.O.C.
1 In accordance with the Portuguese Securities Market Code (CVM), we present our limited review report on the financial information for the six-month period ended June 30, 2015 of Sonae Capital, SGPS, S.A. included in the Management Report, balance sheet (which shows total assets of Euro 1.215.636.319 and total shareholders' equity of Euro 582.110.167, including a net profit of Euro 14.384.362), income statement by nature, statement of comprehensive income, statement of changes in equity and statement of cash flows for the period then ended, and the corresponding notes to the accounts.
2 The amounts in the financial statements, as well as those in the additional financial information, are derived from the respective accounting records.
3 It is the responsibility of the Board of Directors: (a) to prepare financial information which present fairly, in all material respects, the financial position of the Company, the results and the comprehensive income of their operations, the changes in equity and the cash flows; (b) to prepare historical financial information in accordance with International Financial Reporting Standards as adopted by the European Union and which is complete, true, up-to-date, clear, objective and lawful as required by the CVM; (c) to adopt appropriate accounting policies and criteria; (d) to maintain appropriate systems of internal control; and (e) to disclose any significant matters which have influenced the activity, financial position or results.
4 Our responsibility is to verify the financial information included in the documents referred to above, namely as to whether it is complete, true, up-to-date, clear, objective and lawful, as required by the CVM, for the purpose of issuing an independent and professional report based on our work.
5 Our work was performed with the objective of obtaining moderate assurance about whether the financial information referred to above is free from material misstatement. Our work was performed in accordance with the Standards and Technical Recommendations issued by the Institute of Statutory Auditors, planned according to that objective, and consisted: (a) primarily, in enquiries and analytical procedures, to review: (i) the reliability of the assertions included in the financial information; (ii) the appropriateness and consistency of the accounting principles used, as applicable; (iii) the applicability, or not, of the going concern basis of accounting; (iv) the presentation of the financial information; (v) as to whether the consolidated financial information is complete, true, upto-date, clear, objective and lawful; and (b) of substantive tests of unusual significant transactions.
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.pt Matriculada na CRC sob o NUPC 506 628 752, Capital Social Euros 314.000 Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na CMVM sob o nº 9077 6 Our work also covered the verification that the consolidated financial information included in the Management Report is consistent with the remaining documents referred to above.
7 We believe that the work performed provides a reasonable basis for the issue of this limited review report on the half year information.
9 Based on the work, which was performed with the objective of obtaining a moderate level of assurance, nothing has come to our attention that leads us to conclude that the financial information for the six-month period ended June 30, 2015 contain material misstatements that affect its conformity with International Financial Reporting Standards as adopted by the European Union and that it is not complete, true, up-to-date, clear, objective and lawful.
10 Based on the work, nothing has come to our attention that leads us to believe that the financial information included in the Management Report is not consistent with the financial information for the period.
July 31, 2015
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:
Hermínio António Paulos Afonso, R.O.C.
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