Earnings Release • Nov 28, 2014
Earnings Release
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Further improvement of Sonae Sierra occupancy rates to 95.1% and LfL tenant sales growth in Europe reached 4.2%. Moreover, following entering in China and in Morocco, Sonae Sierra signed an agreement for the creation in Russia of a 50/50 joint-venture with OST development, reinforcing its international expansion
NOS strong operational trends in 9M14 led to market share gains and improvements in core telco financial performance
Direct Result grew by 20.3% in 9M14, reaching 92 million euros
Sonae further reinforced its capital structure, and concluded several financing operations with maturities up to 6 years
"The quarter was characterized by growing consumer spending in discretionary products in our main markets and continuing price wars in food and telecom in Portugal.
Within this context, SONAE MC continued to defend and improve its position winning market share and limiting impacts on profitability. This has been achieved through continued work on operational efficiency and new projects to improve promotional efficiency as well as a new focus on communicating our real price advantage.
Likewise, NOS is increasingly demonstrating that it is the natural leader in convergence, posting very strong net‐adds in all the key segments, at the same time that structural cost savings from the merger process are beginning to show through and compensating price pressures.
SONAE SIERRA has registered overall improving tenant sales and, whereas rental income will naturally lag, there are already positive rental income figures in Portugal. SONAE SIERRA BRASIL has been successful in leasing the most recently opened centres in a market where many are failing to do so.
SONAE SR is driving our consolidated growth despite the fact that we are in many circumstances shifting to smaller store formats and thus decreasing overall Gross Lettable Area (GLA). The combination of LfL growth and improved sales productivity of refurbished stores is driving significant improvements in sales per sqm.
Our INVESTMENT MANAGEMENT activity, besides concluding the sale of Mainroad to NOS, completed the acquisition of a majority stake in S21Sec – a very promising company in the field of cyber security, which has an important fit with our SSI division.
Net debt versus the same quarter in the previous year increased 17 M€, which is a very satisfactory result given the payment of over 100 M€ that became due to France Telecom in the quarter regarding the acquisition of their stake in SONAECOM agreed in 2013."
Paulo Azevedo, CEO
Following the merger between Zon and Optimus and its report using the equity method, we decided to change the way we report our results to the market by separating each business, in order to obtain more transparency between the segments: 1) Sonae Retail: Sonae MC, SR and RP; 2) Investment Management, including Software and Systems Information, and Público businesses from Sonaecom; 3) Sonae Sierra and 4) NOS. Moreover, Sonae adjusted the 2013 profit and loss statements on a pro forma basis (3Q13 PF and 9M13 PF), assuming that the merger between ZON and Optimus occurred in January 1st 2013, with some consolidation effects in our co‐controlled vehicle company. This criterion, besides assuring an easier and fairer comparability between 2013 and 2014 results, is in line with the current reporting pro forma method adopted by Sonaecom, NOS and market expectations.
Turnover and underlying EBITDA margin
Note: Data provided by Eurostat as of October 27th 2014.
Sonae MC turnover totalled 2,537 M€ in 9M14 corresponding to an increase of 45 M€ and 1.8% when compared to the same period of the previous year. The turnover increase was driven by approximately 4.2% volume sales growth mostly supported by the opening of 6 Continente Modelo stores and 5 Continente Bom Dia stores over the last 12 months.
During this period Sonae MC continued to strengthen its leading market share in the Portuguese food retail sector1 which is a consequence of the loyalty of our customers who trust in the value for money of our products. Furthermore, Continente private label portfolio represented in 9M14 approximately 30% of the turnover of FMCG categories proving the customers' acceptance of our products. Sonae MC's ecommerce platform posted a 10% y.o.y. growth in online sales.
Once again, the third quarter of 2014 was characterized by the highly competitive environment in the retail sector in Portugal which led us to maintain the strong promotional activity causing an internal deflation of 2.4% in the 9M14 (and 2.6% in the 3Q14 which shows sign of a slower pace in the 2nd half of the 3Q). Despite the deflation, Sonae MC reached an underlying EBITDA margin of 6.7% (171 M€) in 9M14 and 7.8% (71 M€) in 3Q14. It is worth highlighting that Sonae MC develops an efficient and targeted promotional activity based on the Continente loyalty card which accounted for more than 90% of sales in the period.
Sonae MC continues to explore initial opportunities both in wholesale and franchising. During the 9M14 Sonae MC opened 42 Meu Super stores and 1 note! store under franchising agreements, thus finalizing the first nine months of the year with 123 stores of this format (36,000 m2 ).
1 For example, A. C. Nielsen's Homescan survey YTD up until 10th August: +1.1 p.p. market share for Continente.
Turnover and underlying EBITDA per geography
| Sonae SR per geography |
9M13 | 9M14 | y.o.y | 3Q13 | 3Q14 | y.o.y |
|---|---|---|---|---|---|---|
| Turnover (million €) |
827 | 913 | 10.4% | 310 | 334 | 7.9% |
| Portugal | 598 | 653 | 9.2% | 229 | 243 | 6.5% |
| International | 229 | 260 | 13.6% | 81 | 90 | 11.8% |
| EBITDA (million €) |
‐17 | ‐3 | 82.9% | 0 | 4 | ‐ |
| Portugal | 13 | 24 | 87.1% | 9 | 14 | 51.4% |
| International | ‐30 | ‐27 | 9.7% | ‐9 | ‐10 ‐10.1% | |
| EBITDA margin |
‐2.1% | ‐0.3% 1.7 p.p. | 0.0% | 1.2% 1.1 p.p. | ||
| Portugal | 2.2% | 3.7% 1.5 p.p. | 3.9% | 5.6% 1.7 p.p. | ||
| International ‐13.0% ‐10.4% 2.7 p.p. ‐10.9% ‐10.8% 0.2 p.p. |
In 9M14, Sonae SR turnover totalled 913 M€, 86 M€ and 10.4% above 9M13 corresponding to 7% growth on a like‐for‐like (LfL) basis.
Sonae SR underlying EBITDA is positive in the quarter and close to breakeven in the first nine months of the year. In 9M14, Sonae SR recovered from losses of 17 M€ at the underlying EBITDA level to losses of 3 M€ corresponding to ‐0.3% underlying EBITDA margin, an improvement of 1.7 p.p. y.o.y.. In quarterly terms the underlying EBITDA margin was 1.2%. Once again, these results prove the success of the turnaround measures that have been implemented over the last years.
In Portugal, 9M14 Sonae SR turnover increased 55 M€ to 653 M€ and underlying EBITDA amounted to 24 M€ corresponding to an underlying EBITDA margin of 3.7%, 1.5 p.p. higher than last year. Internationally, Sonae SR turnover totaled 260 M€ and a negative underlying EBITDA margin of 10.4%, a 2.7 p.p. better performance enhanced by sales increase and efficiency improvements.
During 9M14, Sonae SR performance was translated as follows:
Already in October, Zippy reinforced its presence in Latin America by entering the Chilean market.
2 Includes e‐commerce sales.
3 For example, GFK survey YTD: +1.5 p.p. (until September) market share for Worten Portugal.
Turnover and underlying EBITDA
| Million euros | 9M13 9M14 | y.o.y. | 3Q13 | 3Q14 | y.o.y. | |
|---|---|---|---|---|---|---|
| Turnover | 93 | 95 | 2.1% | 31 | 32 | 2.1% |
| Underlying EBITDA | 84 | 85 | 2.3% | 28 | 29 | 2.5% |
| Underlying EBITDA margin |
90.2% 90.5% 0.2 p.p. 90.9% 91.2% 0.3 p.p. |
In 9M14, Sonae RP turnover amounted to 95 M€, increasing 2.1% when compared to the same period of the previous year. The underlying EBITDA increased 2 M€ to 85 M€ which translates into an underlying EBITDA margin of 90.5% and a LTM EBIT ROCE of 7.2%.
The net book value of the capital invested in retail real estate assets amounted, at the end of 9M14, 1.22 bn€, corresponding to a portfolio that includes namely 33 Continente stores, 81 Continente Modelo stores and 15 Continente Bom Dia stores. Sonae currently maintains a freehold level of approximately 73% of its food retail selling area and 28% of its non‐food retail space.
During 9M14 there were 3 sale and leaseback transactions completed, in the total amount of 11.5 M€. Sonae continues to reassess its strategy regarding potential alternatives to monetize its real estate assets and is exploring different options. The alternative to be chosen will have to be accretive for the company and its shareholders.
CAPEX per business
| Million euros | 9M13 9M14 | % of Turnover | |
|---|---|---|---|
| Sonae Retail | 110 | 122 | 3.4% |
| Sonae MC | 70 | 62 | 2.5% |
| Sonae SR | 18 | 41 | 4.5% |
| Sonae RP | 22 | 19 | 19.9% |
| Underlying EBITDA ‐ capex | 139 | 132 | ‐ |
In the first 9 months of 2014, Sonae MC CAPEX reached 62 M€, 7 M€ bellow the value achieved in the same period last year.
Regarding Sonae SR CAPEX, it amounted to 41 M€, 23 M€ above the figure registered in 9M13 especially due to the refurbishment of stores with the new concept. The investments developed by Sonae SR in 9M14 included the opening of:
It is worth mentioning that the average number of m2 in Worten in Spain has been reduced as a result of the implementation of the new concept with smaller stores supported by the omni‐channel strategy.
At the end of September 2014, Sonae SR operated 518 stores (377,000 m2 ), including 118 outside Portugal and 63 stores under franchising agreements (18,000 m2 ), including 52 outside of Portugal. During 9M14, Sonae SR reinforced its international expansion opening 10 new stores under franchising agreements: 1 Sport Zone store in Spain, 1 MO store in Malta and 8 Zippy stores namely in Armenia, Malta, Saudi Arabia, and Lebanon.
In 9M14, Sonae RP CAPEX stood at 19 M€, 3 M€ below the same period in 2013.
The Investment Management unit includes the businesses from:
| Million euros | 9M13 | 9M14 | y.o.y. | 3Q13 | 3Q14 | y.o.y. |
|---|---|---|---|---|---|---|
| Turnover | 164 | 186 | 13.5% | 57 | 67 | 18.2% |
| Underlying EBITDA | 8 | 11 | 45.7% | 5 | 6 | 41.3% |
| Underlying EBITDA margin |
4.7% | 6.1% 1.3 p.p. | 8.1% | 9.7% 1.6 p.p. |
In 9M14, Investment Management turnover reached 186 M€, 13.5% and 22 M€ above the figure registered in 9M13. This result was, in part, impacted by the increase of 6.6%6 of the SSI business, which totalled 89.3 M€6 in 9M14 but also by the turnover increase in the other areas. It is worth to highlight the 18.2% increase in the 3Q14 Investment Management turnover when compared to the value amounted in the same period last year.
Furthermore, Investment Management underlying EBITDA totalled 11 M€, 45.7% above 9M13 corresponding to an underlying EBITDA margin of 6.1% in 9M14 (9.7% in 3Q14).
Regarding our partnerships:
‐ MDS performance has been impacted by the pressure faced in insurance premiums and the depreciation of the Brazilian Real. Despite the worse performance in the quarter versus 3Q13 the company expects to recover in 4Q14;
‐ GeoStar, gained market share7 in the quarter presenting 0.1% increase in BSP sales versus a market decrease of 1.1%;
4 Sonae holds 50% of Maxmat and 77.7% of Tlantic and adopts the full consolidation
‐ Maxmat continued to improve its operational performance in the quarter and delivered the best quarter of the year both in terms of turnover and EBITDA growth.
In what concerns the SSI unit, it suffered some changes in its portfolio. On 22nd September 2014, Sonaecom announced the sale of the total share capital of Mainroad to NOS. Mainroad is a leading company in Portugal in the area of Information Technology, holding two Data Centers – one in Porto and another in Lisbon ‐ and offering a full set of services: Business Continuity, Cloud Computing and IT Managed Services.
As reported in 1H14 earnings announcement, Sonaecom acquired a 60% stake of the share capital of S21Sec, a multinational with the main office based in Madrid, specialized in cyber security services.
These two transactions demonstrate that SSI continues to take solid steps in the wake of its strategy of active management of its portfolio.
Another important milestone in the SSI business is related to Saphety, which is extending its operation to Russia, strengthening its current geographical presence (Denmark, Finland, Greece, Sweden, Portugal and Colombia).
Regarding the retail technology businesses, during 3Q14 Sonae concluded an investment in Movvo (ex‐Around Knowledge). Movvo is a Portuguese startup that developed a proprietary tagless real time location technology. This technology allows to measure the flow of people in physical spaces and provides relevant information for retailers.
method to report its results. 5 GeoStar is reported using the equity method. 6 Includes Mainroad contribute. 7 BSP refers to IATA Billing and Settlement plan.
| 9M13 | 9M14 | y.o.y. | |
|---|---|---|---|
| Footfall (million visitors) | 294 | 320 | 8.7% |
| Europe & New Markets | 222 | 240 | 8.5% |
| Brazil | 73 | 80 | 9.3% |
| Ocuppancy rate (%) | 95.0% | 95.1% | 0.1 p.p. |
| Europe | 95.0% | 95.6% | 0.5 p.p. |
| Brazil | 95.1% | 93.7% | ‐1.4 p.p. |
| "Like‐for‐Like" (LfL) Tenant sales | |||
| Europe | ‐2.8% | 4.2% | 7.0 p.p. |
| Brazil (local currency) | 4.8% | 7.5% | 2.7 p.p. |
| Tenant sales (million euros) | 3,243 | 3,226 | ‐0.5% |
| Europe (million euros) | 2,260 | 2,197 | ‐2.8% |
| Brazil (million euros) | 983 | 1,029 | 4.7% |
| Brazil (million reais) | 2,727 | 3,191 | 17.0% |
| Nº of shopping centres owned/co‐ owned (EOP) |
48 | 47 | ‐1 |
| Europe | 39 | 37 | ‐2 |
| Brazil | 9 | 10 | 1 |
| GLA under Management ('000 m2) | 2,217 | 2,256 | 1.8% |
| Europe & New Markets | 1,776 | 1,737 | ‐2.2% |
| Brazil | 441 | 519 | 17.7% |
| Million euros | 9M13 | 9M14 | y.o.y. | 3Q13 | 3Q14 | y.o.y. |
|---|---|---|---|---|---|---|
| Turnover | 166 | 164 | ‐1.3% | 55 | 55 | ‐0.2% |
| EBITDA | 84 | 78 | ‐6.5% | 27 | 27 | ‐1.2% |
| EBITDA margin | 50.5% | 47.8% | ‐2.7 p.p. | 49.7% | 49.2% ‐0.5 p.p. | |
| Direct result | 43 | 36 | ‐15.7% | 13 | 14 | 6.3% |
| Indirect result | ‐38 | 24 | ‐ | ‐4 | ‐2 | 41.5% |
| Net results | 5 | 60 | ‐ | 10 | 12 | 23.7% |
| … atributable to Sonae |
3 | 30 | ‐ | 5 | 6 | 23.7% |
Sonae Sierra
Open Market Value (OMV) and leverage
OMV atributable to Sonae Sierra Loan‐to‐value
The benchmark quality of Sonae Sierra assets continues to be reflected in a high average occupancy rate which, in 9M14, totalled 95.1%. Moreover, Sonae Sierra occupancy rate in Europe reached 95.6% reflecting the higher private consumption and consumer confidence witnessed in Portugal. In Brazil this rate was 93.7%, 1.4 p.p. below the percentage totalled in the same period of 2013. This result was reached due to the initial lower occupancy rate of Passeio das Águas.
LfL tenant sales in Europe in 9M14 increased to 4.2%, recovering 7 p.p. when compared to 9M13, which shows a very positive evolution. Despite this positive evolution and the higher occupancy rate, tenant sales in Europe decreased by 2.8% y.o.y. due to the perimeter changes (sale of Parque Principado in Spain in October 7th 2013, ValeCenter and Airone in Italy in December 20th 2013 and 90% of Sonae Sierra ownership in Le Terrazze Shopping centre also in Italy in July 2nd 2014). In Brazil LfL tenant sales registered 7.5% and tenant sales in local currency improved by 17% y.o.y..
The 9M14 turnover decreased 2 M€ when compared with the value amounted in 9M13, totalling 164 M€. This result was mainly driven by the European sale of assets in 2013 and 2014 and to the adverse currency exchange effect (from Brazilian real). The EBITDA registered 78 M€, 6.5% below 9M13 impacted by the lower turnover which translates into an EBITDA margin of 47.8%.
The direct results were also impacted by the already mentioned sale of assets and the adverse FX change effect recording 36 M€, 7 M€ below 9M13. Indirect result amounted to 24 M€ in 9M14 which were influenced by the yields compression in Portugal and Spain but also by the positive evolution of the operational performance. However, indirect results, this quarter, were not impacted by the real estate valuations since Sonae Sierra only revalues its assets in a semi‐annual basis. Nevertheless, net results recover by 55 M€ totalling 60 M€ in 9M14 as a consequence of the higher indirect results registered in 1H14.
On September 30th 2014 the OMV (Open Market Value) attributable to Sonae Sierra was 2,099 bn€, 16 M€ above December 31st 2013, as a result of the real estate yields recovery and the real appreciation. NAV (Net Asset Value) was positively impacted for the same reasons as OMV, reaching at 9M14 1,096 bn€, 95 M€ above December 2013.
At the end of September 2014 the Loan‐to‐value ratio remains at a conservative level of 42%.
| NOS Financial Indicators ‐ Pro‐forma Results | NOS Operational Indicators | ||||||
|---|---|---|---|---|---|---|---|
| Million euros | 9M13 PF 9M14 | y.o.y. | 3Q13 PF 3Q14 | y.o.y. | |||
| Operating revenues | 1,071 1,030 | ‐3.8% | 362 | 348 | ‐3.8% | ||
| EBITDA | 418 | 397 | ‐5.1% | 140 | 133 | ‐4.6% | |
| EBITDA margin | 39.1% 38.5% ‐0.5 p.p. | 38.7% 38.4% ‐0.3 p.p. | |||||
| Net results | 77 | 62 | ‐18.4% | 18 | 19 | 2.0% | |
| CAPEX | 189 | 232 | 22.8% | 62 | 87 | 40.6% | |
| EBITDA‐CAPEX | 230 | 165 | ‐28.0% | 78 | 47 | ‐40.2% | |
| Recurrent CAPEX | 184 | 193 | 4.5% | 60 | 68 | 13.1% | |
| EBITDA‐Recurrent CAPEX |
234 | 204 | ‐12.7% | 80 | 65 | ‐18.1% |
In 9M14, NOS operating revenues decreased 3.8% y.o.y. reaching 1,030 M€.
EBITDA stood at 397 M€, decreasing 5.1% when compared to 9M13.
Recurrent CAPEX increased 4.5% when compared with the value achieved in 9M13, recording 193 M€ in 9M14. As a consequence of EBITDA evolution, EBITDA‐Recurrent CAPEX decreased 12.7%.
Net financial debt to EBITDA stood at 1.9x at the end of 9M14.
The average maturity of its net financial debt is now 2.5 years.
NOS published its 9M14 results on November 5th 2014 which are available at www.nos.pt.
Subsequent to the merger between Optimus and Zon (currently NOS), and since the day in which new shares issued were listed on September 9th 2013, and until September 30th 2014, the company's market capitalisation grew 11.8%, corresponding to a share price increase from 4.27€ to 4.77€. The PSI20, the main Portuguese index, decreased its market capitalisation 3.6% in the same period.
| ('000) | 3Q13 | 2Q14 | 3Q14 |
|---|---|---|---|
| Total RGUs | 7,254 7,296 | 7,445 | |
| Convergent RGUs | 72 1,008 | 1,488 | |
| Mobile | 3,238 3,397 | 3,536 | |
| % 3P&4P Subscribers | 66.4% 69.2% | 70.9% | |
| IRIS Subscribers | 390 | 561 | 633 |
| IRIS as % 3P&4P Subscribers | 48.2% 69.2% | 76.6% |
Acceleration in pace of growth of core convergent services reaching 1.488 million convergent RGUs at the end of 3Q14, with 480 thousand net adds.
Mobile net adds of 139 thousand in 3Q14 driven by continued strong growth of 145 thousands post‐paid services.
IRIS, NOS leading edge TV interface, achieved another record quarter with additional 71.9 thousand subscribers, reaching 76.6% as a percentage of the 3&4P subscriber base.
| Consolidated results | ||||||
|---|---|---|---|---|---|---|
| Million euros | 9M13 PF | 9M14 | y.o.y. | 3Q13 PF | 3Q14 | y.o.y. |
| Sonae MC | 2,492 | 2,537 | 1.8% | 908 | 911 | 0.4% |
| Sonae SR | 827 | 913 | 10.4% | 310 | 334 | 7.9% |
| Sonae RP | 93 | 95 | 2.1% | 31 | 32 | 2.1% |
| Investment manag. | 164 | 186 | 13.5% | 57 | 67 | 18.2% |
| E&A (1) | ‐109 | ‐121 | ‐11.6% | ‐40 | ‐40 | 0.4% |
| Turnover | 3,467 | 3,610 | 4.1% | 1,264 | 1,304 | 3.1% |
| Sonae MC | 183 | 171 | ‐6.5% | 77 | 71 | ‐6.9% |
| Sonae SR | ‐17 | ‐3 | 82.9% | 0 | 4 | ‐ |
| Sonae RP | 84 | 85 | 2.3% | 28 | 29 | 2.5% |
| Investment manag. | 8 | 11 | 45.7% | 5 | 6 | 41.3% |
| E&A (1) | 1 | ‐5 | ‐ | ‐5 | ‐5 | 1.6% |
| Underlying EBITDA | 258 | 259 | 0.7% | 105 | 106 | 1.1% |
| Underlying EBITDA margin | 7.4% | 7.2% | ‐0.2 p.p. | 8.3% | 8.1% | ‐0.2 p.p. |
| Equity method results (2) | 41 | 35 | ‐16.7% | 13 | 15 | 16.5% |
| o.w. S. Sierra (diret results) | 21 | 18 | ‐15.7% | 7 | 7 | 6.2% |
| o.w. NOS | 20 | 16 | ‐17.2% | 5 | 7 | 43.0% |
| Non‐recurrent items | 0 | ‐1 | ‐ | 0 | 1 | ‐ |
| EBITDA | 299 | 293 | ‐1.9% | 117 | 122 | 3.9% |
| EBITDA margin | 8.6% | 8.1% | ‐0.5 p.p. | 9.3% | 9.3% | 0.1 p.p. |
| D&A(3) | ‐147 | ‐132 | 10.2% | ‐47 | ‐45 | 3.9% |
| EBIT | 153 | 162 | 6.0% | 71 | 77 | 9.0% |
| Net financial activity | ‐65 | ‐58 | 11.0% | ‐19 | ‐20 | ‐1.8% |
| EBT | 88 | 104 | 18.7% | 51 | 58 | 12.0% |
| Taxes | ‐11 | ‐12 | ‐7.6% | ‐7 | ‐11 | ‐45.5% |
| Direct Results (4) | 77 | 92 | 20.3% | 44 | 47 | 6.5% |
| Indirect Results | 289 | 5 | ‐98.3% | 306 | ‐1 | ‐ |
| Net income | 366 | 97 | ‐73.4% | 350 | 45 | ‐87.0% |
| Non‐controlling interests | ‐124 | ‐2 | 98.4% | ‐123 | ‐3 | 97.9% |
| Net income group share | 242 | 95 | ‐60.7% | 227 | 43 | ‐81.1% |
| Indirect Results (5) | ‐10 | 5 | ‐ | 7 | ‐1 | ‐ |
| Net income (5) | 67 | 97 | 45.5% | 51 | 41 | ‐18.7% |
| Non‐controlling interests (5) | ‐2 | ‐2 | 15.8% | ‐2 | ‐3 | ‐13.7% |
| Net income group share (5) | 64 | 95 | 47.7% | 49 | 39 | ‐20.2% |
(1) Eliminations &adjustments;
(2) Equity method results: includes direct income related to investments consolidated by the equity method (mainly Sonae Sierra and NOS);
(3) Depreciations &amortizations including provisions & impairments;
(4) Direct results before non‐controlling interests;
(5) Excluding Zon‐Optimus mergereffects and Impairments booked 3Q13.
Indirect results registered 5 M€ which are not comparable with the 289 M€ totalled in the previous year since the 9M13 indirect results include a gain related to the NOS merger as well as some impairments booked in 3Q13. In 9M14, consolidated turnover totalled 3,610 M€, 143 M€ and 4.1% above the same period of the previous year. This result was mainly impacted by the stronger performance of Sonae SR and Investment Management which turnover grew 10.4% and 13.5%, respectively.
Despite Sonae MC underlying EBITDA being negatively impacted by the highly competitive environment among the Portuguese food retail industry, the consolidated underlying EBITDA increased 0.7% when compared to 9M13 reaching 259 M€. This achievement was backed on the improvements in the underlying EBITDA of Sonae SR (+82.9% vs. 9M13) and Investment Management (+45.7% vs. 9M13).
In 9M14, EBITDA amounted to 293 M€ which includes the contributions of the:
Net financial results registered negative 58 M€ in 9M14, 11% below the value totalled in the previous year, supported by the lower level of net debt. The average interest rate of outstanding credit facilities at the end of 9M14 was slightly above 3%. These financial results are only related to Retail and Investment Management businesses.
In 9M14 direct results were 16 M€ above the figure registered in the same period of the previous year, totalling 92 M€. This result was mostly driven by the lower D&A (‐15 M€ vs. 9M13), and the improvement in net financial activity (‐7 M€ vs. 9M13), that more than compensated the decrease in the equity method results (‐ 7 M€ vs. 9M13).
Net income attributable to the Group (5) reached 95 M€, a figure 31 M€ above result achieved last year, mostly driven by the higher direct results reached but also to the Sonae Sierra Indirect results enhanced by the real estate yields reduction effect booked in the 1H14.
| Net invested capital | |||
|---|---|---|---|
| Million euros | 9M13 | 9M14 | y.o.y. |
| Net invested capital | 3,276 | 3,209 | ‐2.1% |
| Technical investment | 2,066 | 2,015 | ‐2.5% |
| Financial investment | 1,347 | 1,246 | ‐7.5% |
| Goodwill | 618 | 612 | ‐1.0% |
| Working capital | ‐755 | ‐664 | 12.0% |
| Total shareholders funds | 1,879 | 1,795 | ‐4.5% |
| Total net debt(1) | 1,397 | 1,414 | 1.2% |
| Net debt/ Invested capital | 42.6% | 44.1% | 1.4 p.p. |
(1) Financial net debt +net shareholder loans.
| Net debt | |||
|---|---|---|---|
| Million euros | 9M13 | 9M14 | y.o.y. |
| Net financial debt | 1,392 | 1,408 | 1.2% |
| Retail units | 896 | 821 | ‐8.3% |
| Sonaecom Group | ‐168 | ‐ | ‐ |
| Investment management | 18 | 38 | 114.9% |
| Holding & other | 646 | 549 | ‐15.1% |
| Total net debt | 1,397 | 1,414 | 1.2% |
| Capital Structure ‐ Retail Net debt to EBITDA |
|||
|---|---|---|---|
| 9M12 | 9M13 | 9M14 |
In 9M14, total shareholders' funds totalled 1,795 M€, 85 M€ bellow the same period of last year.
Total net debt totalled 1,414 M€ at the end of September, a figure marginally above the value registered in 9M13, driven by the payment of Sonaecom shares to France Telecom made in August. If we exclude this payment to France Telecom, Net Debt would have been reduced by 88 M€. This commitment was already reflected in the consolidated accounts, since June 2013, under "other creditors", but was not qualified as financial debt. The company thus continued to improve the relevant leverage ratios.
In relation to the debt maturity profile, during the 3Q Sonae concluded a series of transactions with maturities up to 6 years, which enabled Sonae to smooth the maturity profile, whilst optimizing its cost of funding, strengthening its capital structure and diversifying its financing sources.
In 9M14 retail net debt totalled 821 M€, reducing 75 M€ when compared to 9M13, driven by sustainable cash flow generation over the last 12 months. The company thus continued to strengthen its capital structure, with total net debt to EBITDA reaching 2.2x in 9M14, a ratio that compares with 2.5x in the same period of 2013.
The holding net debt was reduced to 549 M€ at the end of September 2014. The "loan‐to‐value" ratio of the holding remains at conservative levels of 13% in 9M14, an improvement of 3 p.p. when compared to 9M13.
On July 2nd 2014, Sonae Sierra and ING, the global financial institution, sold 90% of its ownership in Le Terrazze Shopping centre to Union Investment, the international real estate investment manager. Sonae Sierra will continue to be responsible for the shopping centre's management service and will be a joint venture partner of Union Investment by remaining owner of a 10% share of Le Terrazze.
On August 27th 2014, Sonae Sierra signed a contract to create a 50/50 joint‐venture with OST Development for the provision of Property Management and Leasing services to the development pipeline of this important professional services client.
On September 22nd 2014, Sonaecom announced that its affiliate Sonaecom ‐ Sistemas de Informação, SGPS, S.A., has reached an agreement with NOS – Comunicações, S.A., to sell to NOS the total share capital of Mainroad ‐ Serviços em Tecnologias da Informação, S.A..
On October 24th 2014, Well's opened its first store under franchising agreement in Largo do Rato (Lisbon). Well's stores in franchising benefit from information systems that are integrated within Sonae, which facilitates the management and business logistics for the partner and allows the businessmen and their teams to focus their attention on the service for the client.
On October 27th 2014, Sonae SR announced its entrance in the Chilean market, thus strengthening its international expansion. Sonae signed an agreement with Phoenix Group to open five Zippy stores under franchising agreement by the end of the year.
Sonae provides additional operating and financial information in Excel format. Click here to be taken to the information directly www.sonae.pt
The consolidated financial information contained in this report was prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union. The financial information regarding quarterly and semi‐ annual figures was not subject to audit procedures.
| CAPEX | Investments in tangible and intangible assets and investments in acquisitions. |
|---|---|
| Direct results | Results excluding contributions to indirect results. |
| (Direct) EBIT | Direct EBT ‐ financial results. |
| EBITDA | Underlying EBITDA + equity method results (Sonae Sierra direct results, NOS and Geostar) + non‐recurrent items. |
| EBITDA margin | EBITDA / Turnover. |
| (Direct) EBT | Direct results before non‐controlling interests and taxes. |
| Eliminations & adjustments |
Intra‐groups + consolidation adjustments + contributions from other companies not included in the identified segments. |
| EoP | End of period. |
| Free Cash Flow (FCF) | EBITDA ‐ operating CAPEX ‐ change in working capital ‐financial investments ‐ financial results ‐ income taxes. |
| Financial net debt | Total net debt excluding shareholders loans. |
| FMCG | Fast‐moving Consumer Goods. |
| GLAs | Gross Lettable Area: equivalent to the total area available to be rented in the shopping centres. |
| Indirect results | Includes Sonae Sierra's results, net of taxes, arising from: (i) investment property valuations; (ii) capital gains (losses) on the sale of financial investments, joint ventures or associates; (iii) impairment losses of non‐current assets (including goodwill) and (iv) provision for assets at risk. Additionally and concerning Sonae's portfolio, it incorporates: (i) impairments in retail real estate properties; (ii) reductions in goodwill; (iii) provisions (net of taxes) for possible future liabilities and impairments related with non‐core financial investments, businesses, assets that were discontinued (or in a process of being discontinued/repositioned); (iv) results from "mark to market" methodology of other current investments that will be sold or exchanged in the near future; and (v) other non‐relevant issues. |
| Investment properties |
Shopping centres in operation owned by Sonae Sierra. |
| Liquidity | Cash & equivalents + current investments, excluding the 2.14% participation at NOS. |
| Like for Like sales (LfL) |
Sales made by stores that operated in both periods under the same conditions. Excludes stores opened, closed or which suffered major upgrade works in one of the periods. |
| Loan to value (LTV) ‐ Holding |
Holding Net debt / Investment Portfolio Gross Asset Value; gross asset value based on Market multiples, real estate NAV and market capitalization for listed companies. |
|---|---|
| Loan to value (LTV) ‐ Shopping Centres |
Net debt / (investment properties + properties under development). |
| LTM | Last twelve months. |
| Net asset value (NAV) |
Open market value attributable to Sonae Sierra ‐ net debt ‐ minorities + deferred tax liabilities. |
| Net debt | Bonds + bank loans + other loans + financial leases + shareholder loans ‐ cash, bank deposits, current investments, excluding the 2.14% participation at NOS, and other long term financial applications. |
| Net Invested capital | Total net debt + total shareholders' funds. |
| Other income | Dividends. |
| Other loans | Bonds, leasing and derivatives. |
| Open market value (OMV) |
Fair value of properties in operation and under development (100%), provided by independent international entities. |
| Return on invested capital (RoIC) |
EBIT (12 months) / Net invested capital. |
| Return on equity (ROE) |
Total net income n (equity holders) / Shareholders' Funds n‐1 (equity holders). |
| RGU | Revenue generating unit |
| Technical investment | Tangible assets + intangible assets + other fixed assets ‐ depreciations and amortizations. |
| Underlying EBITDA | Recurrent EBITDA from the businesses consolidated using the full consolidation method (Sonae MC, SR and RP and Investment Management). |
| Consolidated profit and loss account | ||||||
|---|---|---|---|---|---|---|
| Million euros | 9M13 PF | 9M14 | y.o.y. | 3Q13 PF | 3Q14 | y.o.y. |
| Turnover | 3,467 | 3,610 | 4.1% | 1,264 | 1,304 | 3.1% |
| Underlying EBITDA | 258 | 259 | 0.7% | 105 | 106 | 1.1% |
| Underlying EBITDA margin | 7.4% | 7.2% | ‐0.2 p.p. | 8.3% | 8.1% | ‐0.2 p.p. |
| EBITDA | 299 | 293 | ‐1.9% | 117 | 122 | 3.9% |
| EBITDA margin | 8.6% | 8.1% | ‐0.5 p.p. | 9.3% | 9.3% | 0.1 p.p. |
| Depreciations & amortizations (1) | ‐147 | ‐132 | 10.2% | ‐47 | ‐45 | 3.9% |
| EBIT | 153 | 162 | 6.0% | 71 | 77 | 9.0% |
| Net financial Activity | ‐65 | ‐58 | 11.0% | ‐19 | ‐20 | ‐1.8% |
| Other items (2) | 0 | 0 | ‐ | 0 | 0 | ‐ |
| EBT | 88 | 104 | 18.7% | 51 | 58 | 12.0% |
| Taxes | ‐11 | ‐12 | ‐7.6% | ‐7 | ‐11 | ‐45.5% |
| Direct results | 77 | 92 | 20.3% | 44 | 47 | 6.5% |
| Indirect results (3) | 289 | 5 | ‐98.3% | 306 | ‐1 | ‐ |
| Net income | 366 | 97 | ‐73.4% | 350 | 45 | ‐87.0% |
| Minority interests | ‐124 | ‐2 | 98.4% | ‐123 | ‐3 | 97.9% |
| Net income group share | 242 | 95 | ‐60.7% | 227 | 43 | ‐81.1% |
(1) Includes provisions, impairments, reversion of impairments; (2) dividends; (3) Includes: (i) Sonae's Sierra indirect income contribution; (ii) the capital gain with NOS merger; (iii) other asset provisions for possible future liabilities in non‐core and/or discontinued operations and (iv) non‐cash impairments for operational assets.
| Consolidated statement of financial position |
|||
|---|---|---|---|
| Million euros |
9M13 | 9M14 | y.o.y. |
| TOTAL ASSETS |
5,402 | 5,501 | 1.8% |
| Non current assets |
4,054 | 3,991 | ‐1.6% |
| Tangible and intangible assets |
2,065 | 2,014 | ‐2.5% |
| Goodwill | 618 | 612 | ‐1.0% |
| Investment properties |
0 | 1 | 158.7% |
| Other investments |
1,198 | 1,205 | 0.6% |
| Deferred tax assets |
139 | 137 | ‐1.5% |
| Others | 34 | 22 | ‐36.5% |
| Current assets |
1,348 | 1,510 | 12.0% |
| Stocks | 530 | 560 | 5.7% |
| Trade debtors |
76 | 90 | 18.0% |
| Liquidity | 299 | 487 | 63.0% |
| Others | 443 | 372 | ‐15.9% |
| SHAREHOLDERS' FUNDS |
1,879 | 1,795 | ‐4.5% |
| Equity holders |
1,540 | 1,633 | 6.1% |
| Attributable to minority interests |
340 | 162 | ‐52.4% |
| LIABILITIES | 3,523 | 3,706 | 5.2% |
| Non‐current liabilities |
1,686 | 1,115 | ‐33.9% |
| Bank loans |
396 | 292 | ‐26.2% |
| Other loans |
1,049 | 593 | ‐43.4% |
| Deferred tax liabilities |
139 | 131 | ‐5.8% |
| Provisions | 56 | 35 | ‐38.0% |
| Others | 48 | 65 | 36.7% |
| Current liabilities |
1,836 | 2,591 | 41.1% |
| Bank loans |
91 | 218 | 140.2% |
| Other loans |
171 | 805 | ‐ |
| Trade creditors |
998 | 1,063 | 6.6% |
| Others | 576 | 505 | ‐12.5% |
| SHAREHOLDERS' FUNDS + LIABILITIES |
5,402 | 5,501 | 1.8% |
Condensed consolidated financial statements
Condensed Consolidated Statement of Financial Position at 30 September 2014 and 2013 and at 31 December 2013
(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| NON-CURRENT ASSETS: Tangible assets 9 1,789,631,633 1,861,645,844 1,827,164,403 Intangible assets 10 224,674,724 203,369,021 202,854,156 Investment properties 983,059 380,052 1,001,735 Goodwill 11 611,726,860 617,699,151 610,187,858 Investments in joint ventures and associates 6 1,175,725,332 1,159,194,953 1,144,792,015 Other investments 7 and 12 29,286,211 38,425,647 31,991,837 Deferred tax assets 15 137,306,706 139,389,908 123,159,864 Other non-current assets 13 21,612,162 34,037,698 31,970,613 Total Non-Current Assets 3,990,946,687 4,054,142,274 3,973,122,481 CURRENT ASSETS: Inventories 559,907,399 529,535,195 588,949,862 Trade accounts receivable and other current assets 14 409,950,053 353,627,657 345,671,874 Investments 12 57,772,998 165,117,886 202,484,454 Cash and cash equivalents 16 482,111,336 298,690,121 366,308,918 Total Current Assets 1,509,741,786 1,346,970,859 1,503,415,108 |
|---|
| Assets available for sale - 720,338 |
| TOTAL ASSETS 5,500,688,473 5,401,833,471 5,476,537,589 |
| EQUITY AND LIABILITIES |
| EQUITY: |
| Share capital 17 2,000,000,000 2,000,000,000 2,000,000,000 |
| Own shares (136,422,103) (127,450,450) (126,945,388) |
| Reserves and retained earnings (325,716,947) (615,618,616) (628,248,537) |
| Profit/(Loss) for the period attributable to the equity holders of the Parent Company 95,181,730 282,605,452 318,979,514 |
| Equity attributable to the equity holders of the Parent Company 1,633,042,680 1,539,536,386 1,563,785,589 |
| Equity attributable to non-controlling interests 18 161,557,358 339,720,348 344,325,829 |
| TOTAL EQUITY 1,794,600,038 1,879,256,734 1,908,111,418 |
| LIABILITIES: |
| NON-CURRENT LIABILITIES: |
| Loans 19 885,100,164 1,444,043,718 1,362,598,165 |
| Other non-current liabilities 21 65,049,591 47,598,361 51,247,881 |
| Deferred tax liabilities 15 130,603,902 138,667,758 121,095,969 |
| Provisions 24 34,662,681 55,886,363 50,659,919 |
| Total Non-Current Liabilities 1,115,416,338 1,686,196,200 1,585,601,934 |
| CURRENT LIABILITIES: |
| Loans 19 1,022,772,092 262,194,000 233,938,741 |
| Trade creditors and other current liabilities 23 1,565,069,455 1,556,739,800 1,746,056,989 |
| Provisions 24 2,830,550 17,446,737 2,828,507 |
| Total Current Liabilities 2,590,672,097 1,836,380,537 1,982,824,237 |
| TOTAL LIABILITIES 3,706,088,435 3,522,576,737 3,568,426,171 |
| TOTAL EQUITY AND LIABILITIES 5,500,688,473 5,401,833,471 5,476,537,589 |
The accompanying notes are part of these condensed consolidated financial statements.
Condensed Consolidated Income Statements for the periods ended 30 September 2014 and 2013
(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| Notes | 3rd Quarter 2014 | 3rd Quarter 2013 | 30 September 2014 | 30 September 2013 | |
|---|---|---|---|---|---|
| Sales | 1,260,488,974 | 1,223,799,118 | 3,481,958,045 | 3,345,898,115 | |
| Services rendered | 43,210,264 | 40,513,550 | 128,127,819 | 121,159,934 | |
| Investment income | 6,672,251 | (17,702) | 8,565,691 | 61,298 | |
| Gains and losses on investments carried at fair value through profit | (286,326) | 9,147,395 | (8,217,685) | 9,147,395 | |
| Financial income | 2,110,248 | 7,215,154 | 8,604,006 | 12,914,884 | |
| Other income | 124,452,944 | 94,692,874 | 383,994,015 | 307,426,410 | |
| Cost of goods sold and materials consumed | (984,217,917) | (940,270,994) | (2,756,036,829) | (2,588,388,930) | |
| Changes in stocks of finished goods and work in progress | (47,318) | 57,589 | 44,512 | 196,499 | |
| External supplies and services | (164,013,656) | (151,731,890) | (462,365,601) | (438,907,908) | |
| Staff costs | (161,791,808) | (148,241,490) | (484,253,945) | (452,380,684) | |
| Depreciation and amortisation | 9 and 10 | (42,627,081) | (45,298,667) | (127,110,446) | (140,014,937) |
| Provisions and impairment losses | (128,612) | (146,994,263) | (1,548,438) | (156,194,431) | |
| Financial expense | (21,827,703) | (26,527,268) | (66,249,667) | (77,687,899) | |
| Other expenses | (19,406,277) | (12,283,519) | (42,689,551) | (31,610,834) | |
| Share of results of joint ventures and associated undertakings | 6 | 13,559,402 | 7,691,217 | 46,454,434 | 5,071,328 |
| Profit/(Loss) from continuing operations, before taxation | 56,147,385 | (88,248,896) | 109,276,360 | (83,309,760) | |
| Taxation | 27 | (10,692,928) | (7,349,174) | (12,158,146) | (11,298,370) |
| Profit/(Loss) from continuing operations, after taxation | 45,454,457 | (95,598,070) | 97,118,214 | (94,608,130) | |
| Profit/(Loss) from discontinuing operations, after taxation | 4 | - | 466,495,618 | - | 513,853,339 |
| Consolidated profit/(Loss) for the period | 45,454,457 | 370,897,548 | 97,118,214 | 419,245,209 | |
| Attributable to equity holders of the parent company: | |||||
| Continuing operations | 42,839,488 | (107,415,922) | 95,181,730 | (103,120,098) | |
| Discontinuing operation | - | 350,176,335 | - | 385,725,550 | |
| 42,839,488 | 242,760,413 | 95,181,730 | 282,605,452 | ||
| Attributable to non-controlling interests | |||||
| Continuing operations Discontinuing operation |
2,614,969 - |
11,817,852 116,319,283 |
1,936,484 - |
8,511,968 128,127,789 |
|
| 18 | 2,614,969 | 128,137,135 | 1,936,484 | 136,639,757 | |
| Profit/(Loss) per share | |||||
| From continuing operations | |||||
| Basic | 28 | 0.045405 | (0.055045) | 0.050799 | (0.055045) |
| Diluted | 28 | 0.045066 | (0.054781) | 0.050428 | (0.054781) |
| From discontinuing operations | |||||
| Basic | 28 | - | 0.205897 | - | 0.205897 |
| Diluted | 28 | - | 0.204912 | - | 0.204912 |
The accompanying notes are part of these condensed consolidated financial statements.
Condensed Consolidated Statements of Comprehensive Income for the periods ended 30 September 2014 and 2013
(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| 3rd Quarter 2014 | 3rd Quarter 2013 | 30 September 2014 | 30 September 2013 | |
|---|---|---|---|---|
| Net Profit / (Loss) for the period | 45,454,457 | 370,897,548 | 97,118,214 | 419,245,209 |
| Items that maybe reclassified subsequently to profirt or loss: | ||||
| Exchange differences arising on translation of foreign operations Participation in other comprehensive income (net of tax) related to joint |
(1,025,622) | (1,630,774) | 888,099 | (3,714,186) |
| ventures and associated companies included in consolidation by the equity method (Note 6) |
(73,320) | (7,558,576) | (2,479,027) | (14,831,405) |
| Changes on fair value of available-for-sale financial assets | - | 2,775,629 | (1,163,254) | (5,798,298) |
| Changes in hedge and fair value reserves | 2,946,439 | 530,113 | 3,768,597 | 2,126,342 |
| Deferred tax related to changes in fair values reserves | (768,268) | 142,798 | (1,104,934) | 75,751 |
| Others | (10,485) | 802,381 | 565,246 | 835,674 |
| Other comprehensive income for the period | 1,068,744 | (4,938,429) | 474,727 | (21,306,122) |
| Total comprehensive income for the period | 46,523,201 | 365,959,119 | 97,592,941 | 397,939,087 |
| Attributable to: | ||||
| Equity holders of parent company Non controlling interests |
43,837,698 2,685,503 |
237,763,215 128,195,904 |
96,313,446 1,279,495 |
265,932,688 132,006,399 |
The accompanying notes are part of these condensed consolidated financial statements.
Condensed Consolidated Statements of Changes in Equity for the periods ended 30 September 2014 and 2013
(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| ibut able Hold of P Attr Equ ity nt C to ers are omp any |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| d Re Res erve s an |
ed E tain ings arn |
|||||||||||
| Sha re Cap ital |
Own Sha res |
al Leg Res erve |
Cur renc y nsla Tra tion Res erve |
Inve stm ents lue Fai r Va Res erve |
Hed ging Res erve |
Oth er R ese rves and ed Re tain Ear ning s |
al Tot |
Net fit/( s) Pro Los |
al Tot |
trol ling Non con Inte rest s (No 8) te 1 |
al Tot Equ ity |
|
| Bala 201 at 1 Jan 3 nce as uary |
2,00 0,00 0,00 0 |
(128 ) ,149 ,614 |
187 ,648 ,137 |
4,8 36,9 44 |
1,92 0,60 8 |
(2,6 94) 94,3 |
(77 1) 6,96 5,65 |
(58 5) 5,76 4,84 |
32,5 72,2 59 |
8,65 7,80 0 1,31 |
349 ,901 ,121 |
1,66 8,55 8,92 1 |
| al c for the od Tot sive inc peri omp reen ome |
- | - | - | (1,9 59) 40,5 |
(2,8 29) 99,7 |
2,19 0,31 8 |
(14 ) ,022 ,794 |
(16 ) ,672 ,764 |
282 ,605 ,452 |
265 ,932 ,688 |
132 ,006 ,399 |
397 ,939 ,087 |
| App n of fit o f 20 12: iatio ropr pro |
||||||||||||
| nsfe lega l res d re ed e Tra tain ings r to erve s an arn |
- | - | 1,14 8,21 6 |
- | - | - | 31,4 24,0 43 |
32,5 72,2 59 |
(32 ) ,572 ,259 |
- | - | - |
| Divi den ds d bute d istri |
- | - | - | - | - | - | (62 ) ,143 ,058 |
(62 ) ,143 ,058 |
- | (62 ) ,143 ,058 |
(10 ) ,975 ,525 |
(73 ) ,118 ,583 |
| l of sha ribu loye Disp res/ tion att to e osa own mp es |
- | 699 ,164 |
- | - | - | - | (1,3 92) 36,0 |
(1,3 92) 36,0 |
- | (63 8) 6,92 |
(97 6) 8,13 |
(1,6 64) 15,0 |
| ial d sal s of affi liate d co Part ispo quis ition nies or a mpa |
- | - | - | - | - | - | 14,0 84,0 31 |
14,0 84,0 31 |
- | 14,0 84,0 31 |
(13 0,23 1) 3,51 |
(116 ,149 ,480 ) |
| Oth ers |
- | - | - | - | - | - | 3,6 41,8 53 |
3,6 41,8 53 |
- | 3,6 41,8 53 |
- | 3,6 41,8 53 |
| Bala 0 Se ber 201 at 3 3 ptem nce as |
2,00 0,00 0,00 0 |
(127 ) ,450 ,450 |
188 ,285 ,864 |
2,89 6,38 5 |
(97 1) 9,12 |
(50 6) 4,07 |
(80 8) 7,66 5,31 |
(61 6) 5,61 8,61 |
282 ,605 ,452 |
9,53 6,38 6 1,53 |
339 ,720 ,348 |
1,87 9,25 6,73 4 |
| Bala at 1 Jan 201 4 nce as uary |
2,00 0,00 0,00 0 |
(126 ) ,945 ,388 |
188 ,285 ,864 |
2,75 9,90 2 |
(1,7 99) 73,4 |
723 ,822 |
(81 6) 8,24 4,62 |
(62 7) 8,24 8,53 |
318 ,979 ,514 |
1,56 3,78 5,58 9 |
344 ,325 ,829 |
1,90 8,11 1,41 8 |
| al c the od Tot for sive inc peri omp reen ome |
- | - | - | 343 ,409 |
(1,1 54) 63,2 |
2,60 5,58 4 |
(65 3) 4,02 |
1,13 1,71 6 |
95,1 81,7 30 |
96, 313 ,446 |
1,27 9,49 5 |
97,5 92,9 41 |
| App n of fit o f 20 13: iatio ropr pro |
||||||||||||
| nsfe lega l res d re ed e Tra tain ings r to erve s an arn |
- | - | 7,97 4,52 6 |
- | - | - | 311 ,004 ,988 |
318 ,979 ,514 |
(31 4) 8,97 9,51 |
- | - | - |
| den ds d bute d Divi istri |
- | - | - | - | - | - | (65 ) ,351 ,598 |
(65 ) ,351 ,598 |
- | (65 ) ,351 ,598 |
(38 4) 5,38 |
(65 ) ,736 ,982 |
| Aqu f ow n sh isiti on o ares |
- | (18 ) ,208 ,035 |
- | - | - | - | - | - | - | (18 ) ,208 ,035 |
- | (18 ) ,208 ,035 |
| Obli fulfi eld by s hare ribu loye gat ion att tion to e mp es |
- | 8,73 1,32 0 |
- | - | - | - | (2,2 87) 77,9 |
(2,2 87) 77,9 |
- | 6,4 53,3 33 |
(77 2) 5,48 |
5,6 77,8 51 |
| ial d sal s of affi liate d co Part ispo quis ition nies or a mpa |
- | - | - | - | - | - | 28,2 87 41,3 |
28,2 87 41,3 |
- | 28,2 87 41,3 |
(18 0) 2,88 7,10 |
(15 3) 4,64 5,71 |
| Valu n of the of c ble bon ds in hare s So atio opt ion erti to s onv nae |
- | - | - | - | 22,0 02,4 31 |
- | - | 22,0 02,4 31 |
- | 22,0 02,4 31 |
- | 22,0 02,4 31 |
| Oth ers |
- | - | - | - | - | - | (19 3) 3,87 |
(19 3) 3,87 |
- | (19 3) 3,87 |
- | (19 3) 3,87 |
| Bala at 3 0 Se ber 201 4 ptem nce as |
2,00 0,00 0,00 0 |
(13 3) 6,42 2,10 |
196 ,260 ,390 |
3,10 3,31 1 |
19,0 65,6 78 |
3,3 29,4 06 |
(54 2) 7,47 5,73 |
(32 7) 5,71 6,94 |
95,1 81,7 30 |
1,63 3,04 2,68 0 |
161 ,557 ,358 |
1,79 4,60 0,03 8 |
The accompanying notes are part of these condensed consolidated financial statements. The Board of Directors
Condensed Consolidated Statements of Cash Flows for the periods ended 30 September 2014 and 2013
(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| Notes | 3rd Quarter 2014 | 3rd Quarter 2013 | 30 September 2014 | 30 September 2013 | |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES | |||||
| Net cash flow from operating activities (1) | 201,500,610 | 406,676,532 | 112,434,857 | 225,967,984 | |
| INVESTMENT ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Investments | 15,815,679 | 34,811,363 | 19,877,584 | 35,886,842 | |
| Tangible and intangible assets | 5,882,914 | 4,013,333 | 12,273,323 | 5,328,243 | |
| Others | 21,572,180 | 461,944,973 | 38,571,920 | 492,014,673 | |
| 43,270,773 | 500,769,669 | 70,722,827 | 533,229,758 | ||
| Cash payments arising from: | |||||
| Investments | (110,969,158) | (2,064,532) | (120,610,607) | (15,609,503) | |
| Tangible and intangible assets | (40,889,540) | (136,858,208) | (128,993,256) | (224,728,212) | |
| Others | (3,852,587) | (19,531,215) | (9,785,491) | (23,341,593) | |
| (155,711,285) | (158,453,955) | (259,389,354) | (263,679,308) | ||
| Net cash used in investment activities (2) | (112,440,512) | 342,315,714 | (188,666,527) | 269,550,450 | |
| FINANCING ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 534,755,221 | 1,533,247,332 | 2,654,416,050 | 2,421,146,458 | |
| Capital increases, shareholder's loans and share premiums | - | 254,886 | - | 254,886 | |
| Sale of own shares | 5,334,550 | - | 5,334,550 | - | |
| 540,089,771 | 1,533,502,218 | 2,659,750,600 | 2,421,401,344 | ||
| Cash payments arising from: | |||||
| Loans obtained | (570,971,555) | (2,172,835,380) | (2,358,870,861) | (2,910,448,596) | |
| Interest and similar charges | (20,144,453) | (43,489,391) | (60,223,342) | (69,982,666) | |
| Dividends | (162,986) | (85,875,904) | (69,831,596) | (85,905,784) | |
| Purchase of own shares | - | - | (18,208,035) | - | |
| Others | (795,250) | (2,019,441) | (1,828,328) | (4,013,699) | |
| (592,074,244) | (2,304,220,116) | (2,508,962,162) | (3,070,350,745) | ||
| Net cash used in financing activities (3) | (51,984,473) | (770,717,899) | 150,788,438 | (648,949,401) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | 37,075,625 | (21,725,653) | 74,556,768 | (153,430,967) | |
| Effect of foreign exchange rate | 43,514 | 340,628 | (665,147) | 49,557 | |
| Effect of discontinuing operations | - | 87,443,813 | - | 87,443,813 | |
| Cash and cash equivalents at the beginning of the period | 16 | 404,059,260 | 231,953,666 | 365,869,456 | 363,367,909 |
| Cash and cash equivalents at the end of the period | 16 | 441,091,371 | 297,331,198 | 441,091,371 | 297,331,198 |
The accompanying notes are part of these condensed consolidated financial statements.
(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
SONAE, SGPS, SA ("Sonae Holding") has its head-office at Lugar do Espido, Via Norte, Apartado 1011, 4470- 909 Maia, Portugal, and is the parent company of a group of companies, as detailed in Notes 5 to 7 the Sonae Group ("Sonae"). Sonae's operations and operating segments are described in Note 30.
On the 27th August 2013, the merger between Optimus, SGPS, SA in Zon Multimédia – Serviços de Telecomunicações and Multimédia, SGPS, SA (Note 4) was completed. Accordingly, the telecommunications segment was classified, for disclosure purposes, as a discontinued operation in September 2013.
The accounting policies adopted are consistent with those described in the file of annual financial statements for the year ended 31 December 2013.
The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as from the consolidated financial statements issuance date.
Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accompanying condensed consolidated financial statements have been prepared from the books and accounting records of the company and subsidiaries, adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for some financial instruments and properties investments which are stated at fair value.
New accounting standards and their impact on the consolidated financial statements:
Up to the financial statements approval date, the following standards interpretations, some of which become mandatory during 2014, have been endorsed by the European Union:
| With mandatory application in 2014: | Effective date (for financial years beginning on/after) |
||
|---|---|---|---|
| IFRS 10 - (Consolidated Financial Statements) | 01 Jan 2014 | ||
| IFRS 11 - (Joint arrangements) | 01 Jan 2014 | ||
| IFRS 12 - (Disclosures of Interests in Other Entities) | 01 Jan 2014 | ||
| IAS 27 - (Separate Financial Statements – revised in 2011) | 01 Jan 2014 | ||
| IAS 28 - (Investments in Associates and Joint Ventures) | 01 Jan 2014 | ||
| Amendments to IFRS 10, IFRS 12 and IAS 27 (Investments Entities) | 01 Jan 2014 | ||
| IAS 32 - Amendments (Offsetting Financial Assets and Financial Liabilities) | 01 Jan 2014 | ||
| Amendments to IAS 36 (Recoverable amount disclosures for Non-Financial Assets) | 01 Jan 2014 | ||
| Amendments to IAS 39 (Reformulation of Derivatives and continuation of Hedge Accounting) |
01 Jan 2014 | ||
| IFRIC 21 - (Levies) | 01 Jan 2014 |
No significant impacts are expected in the financial statements resulting from the adoption of these standards during 2014, namely because the Group has amended the measurement of investments in jointly controlled entities by applying the equity method.
The following standards, interpretations, amendments and revisions haven't been until the date of approval of these financial statements, endorsed by the European Union, whose application is mandatory in future financial years:
| With mandatory application after 2014: | Effective date (for financial years beginning on/after) |
||
|---|---|---|---|
| IFRS 9 - (Financial instruments – classification and measurement) | 01 Jan 2018 | ||
| IFRS 11 (Amendment) – (Accounting for Acquisitions of Interests in Joint Operations) | 01 Jan 2016 | ||
| IAS 16 and IAS 38 (Amendment) – (Clarification of Acceptable Methods of Depreciation and Amortisation) |
01 Jan 2016 | ||
| IFRS 10 and IAS 28 (Amendment) - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture |
01 Jan 2016 |
| IAS 27 (Amendment) - Equity Method in Separate Financial Statements | 01 Jan 2016 |
|---|---|
| IFRS 14 – (Regulatory Deferral Accounts) | 01 Jan 2016 |
| IFRS 15 – (Revenues from Contracts with Customers ) | 01 Jan 2017 |
| IAS 19 (Amendment) – (Employee Benefits) | 01 Jul 2014 |
| Improvements of international financial reporting standards (2010-2012 cycle, 2011- 2013 cycle and 2012-2014 cycle) |
01 Jul 2014 |
The Group is to assess the impact of these changes and will apply these standards in the year in which they become effective.
During the period was adopted a set of accounting standards, interpretations, amendments and revisions issued in previous periods and whose implementation became mandatory after the 1st January 2014 as disclosed in Note 2 and which didn't have any significant impacts on the financial statements as at 30 September 2014.
During the period ended at 30 September 2013, as a result of the incorporation by merger of Optimus SGPS in Zon Multimédia – Serviços de Telecomunicações e Multimédia, the telecommunications segment (Optimus SGPS, Optimus SA, Artis Be, Be Towering, Sontária and Permar) was classified, for presentation purposes, as a discontinued operation. As set by IFRS 5, changes were made in the consolidated profit and loss statements for the period ended at 30 September 2013, in order to disclose a single caption ('Net income/(loss) for the year of discontinued operations') related to net income/(loss) of discontinued operations.
The detail of the discontinuing operations in the income statement can be analysed as follows:
| 27 Aug 2013 | |
|---|---|
| (Amounts expressed in euro) | Discontinuing operations |
| Sales | 17,839,599 |
| Services rendered | 434,877,950 |
| Financial income | 2,697,675 |
| Other income | 5,367,439 |
| Cost of goods sold and materials consumed | (21,477,208) |
| External supplies and services | (225,940,029) |
| Staff costs | (30,481,543) |
| Depreciation and amortisation | (91,871,085) |
| Provisions and impairment losses | (9,601,175) |
| Financial expense | (2,584,998) |
| Other expenses | (10,381,299) |
| Profit/(Loss) from continuing operations, before taxation | 68,445,326 |
| Taxation | 2,802,374 |
| Profit/(Loss) from continuing operations, after taxation | 71,247,700 |
| Profit/(Loss) from discontinuing operations, after taxation | |
| Investment income relating to the merger process | 442,605,639 |
| Consolidated profit/(Loss) for the period | 513,853,339 |
The detail of the values in the statement of financial position derecognised as at August 2013 can be detailed as follows:
| Assets | 27 Aug 2013 |
|---|---|
| Non current assets | |
| Tangible assets | 556,348,626 |
| Intangible assets | 353,987,003 |
| Goodwill | 33,955,548 |
| Deferred tax assets | 98,625,768 |
| Other non-current assets | 960,878 |
| Total non-current assets | 1,043,877,823 |
| Current assets | |
| Inventories | 19,124,520 |
| Trade accounts receivable and other current assets | 263,722,481 |
| Cash and cash equivalents | 18,262,934 |
| Total current assets | 301,109,935 |
| Equity and Liabilities | |
| Reserves Group for Medium Term Inventive Plans | (4,855,662) |
| Reserves non-controlling interests for Medium Term Inventive Plans | (1,612,920) |
| Other equity instruments | (6,468,582) |
| Non current liabilities | |
| Loans | (17,879,657) |
| Other non-current liabilities | (293,533,174) |
| Total non-current liabilities | (311,412,831) |
| Current liabilities | |
| Loans | (2,451,761) |
| Trade creditors and other current liabilities | (356,328,712) |
| Other current liabilities | (127,483,937) |
| Total current liabilities | (486,264,410) |
| Total of derecognition assets and liabilities | 540,841,936 |
Group companies included in the consolidated financial statements, their head offices and percentage of share capital held by Sonae as at 30 September 2014 and 31 December 2013 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 September 2014 | 31 December 2013 | ||||||
| COMPANY | Head Office | Direct | Total* | Direct | Total* | ||
| Sonae - SGPS, S.A. | Maia | HOLDING | HOLDING | HOLDING | HOLDING | ||
| Retail | |||||||
| Arat Inmuebles, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Azulino Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| BB Food Service, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Bertimóvel - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Bom Momento - Restauração, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Canasta - Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Chão Verde - Sociedade de Gestão Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Citorres - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Contibomba - Comércio e Distribuição de Combustíveis, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Contimobe - Imobiliária de Castelo de Paiva, SA | a) | Castelo de Paiva | 100.00% | 100.00% | 100.00% | 100.00% | |
| Continente Hipermercados, SA | a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% | |
| Cumulativa - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Discovery Sports, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Farmácia Selecção, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fashion Division, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fashion Division Canárias, SL | a) | Tenerife (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fozimo - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | Fozmassimo - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Fundo de Investimento Imobiliário Fechado Imosede |
a) | Maia | 77.43% | 77.43% | 74.15% | 74.15% | |
| Fundo de Investimento Imobiliário Imosonae Dois | a) | Maia | 98.71% | 98.71% | 99.48% | 99.48% | |
| Igimo - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Iginha - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoconti - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoestrutura - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imomuro - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoresultado - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imosistema - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Infofield - Informática, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Marcas MC, zRT | a) | Budapest (Hungary) |
100.00% | 100.00% | 100.00% | 100.00% | |
| MJLF - Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modalfa - Comércio e Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modalloop - Vestuário e Calçado, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Continente Hipermercados, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Hiper Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Continente International Trade, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo.com - Vendas p/Correspond., SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Pharmacontinente - Saúde e Higiene, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Pharmaconcept – Actividades em Saúde, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Predicomercial - Promoção Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| 2) | Predilugar – Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | - | - |
| SDSR – Sports Division SR, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Selifa - Empreendimentos Imobiliários de Fafe, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sempre à Mão - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sesagest - Proj.Gestão Imobiliária, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| SIAL Participações, Ltda | a) | São Paulo (Brazil) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Socijofra - Sociedade Imobiliária, SA | a) | Gondomar | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sociloures - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Soflorin, BV | a) | Amsterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae Capital Brasil, Lda | a) | São Paulo (Brazil) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae Center Serviços II, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Sonae Financial Services, S.A. | a) | Maia | 100.00% | 100.00% | - | - |
| Sonae Investimentos, SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae MC – Modelo Continente SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae Retalho España - Servicios Generales, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Sonae SR Malta Holding Limited | a) | Malta | 100.00% | 100.00% | - | - |
| Sonaegest-Soc.Gest.Fundos Investimentos, SA | a) | Maia | 100.00% | 90.00% | 100.00% | 90.00% | |
| Sonaerp - Retail Properties, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| 3) | SONAESR – Serviços e Logística, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sport Zone Canárias, SL | a) | Tenerife (Spain) | 51.00% | 51.00% | 51.00% | 51.00% | |
| Sonae Specialized Retail, SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sondis Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonvecap, BV | a) | Amsterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Sport Zone España - Comércio de Articulos de Deporte, SA |
a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sport Zone spor malz.per.satis ith.ve tic.ltd.sti | a) | Istambul (Turkey) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Têxtil do Marco, SA | a) | Marco de Canaveses |
92.76% | 92.76% | 92.76% | 92.76% | |
| Tlantic, BV | a) | Amsterdam (Netherlands) |
77.66% | 77.66% | 77.66% | 77.66% | |
| Tlantic Portugal - Sistemas de Informação, SA | a) | Maia | 77.66% | 77.66% | 77.66% | 77.66% | |
| Tlantic Sistemas de Informação, Ltda | a) | Porto Alegre (Brazil) |
77.66% | 77.66% | 77.66% | 77.66% | |
| Valor N, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Worten - Equipamento para o Lar, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Worten España Distribución, S.L. | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Worten Canárias, SL | a) | Tenerife (Spain) | 51.00% | 51.00% | 51.00% | 51.00% | |
|---|---|---|---|---|---|---|---|
| Zippy - Comércio e Distribuição, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Zippy - Comercio y Distribución, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Zippy cocuk malz.dag.ith.ve tic.ltd.sti | a) | Istambul (Turkey) | 100.00% | 100.00% | 100.00% | 100.00% | |
| ZYEvolution-Invest.Desenv., SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Investment Management | |||||||
| ADD Avaliações Engenharia de Avaliações e Perícias, Ltda |
a) | Brazil | 100.00% | 50.00% | 100.00% | 50.00% | |
| Cape Tecnologies Limited | a) | Dublin (Ireland) | 100.00% | 89.97% | 100.00% | 75.07% | |
| Digitmarket - Sistemas de Informação, SA | a) | Maia | 75.10% | 67.56% | 75.10% | 56.37% | |
| Herco Consultoria de Risco e Corretora de Seguros, Ltda |
a) | Brazil | 100.00% | 50.01% | 100.00% | 50.01% | |
| Herco Consultoria de Risco, SA | a) | Maia | 100.00% | 50.01% | 100.00% | 50.01% | |
| HighDome PCC Limited | a) | Malta | 100.00% | 50.01% | 100.00% | 50.01% | |
| 2) | Itrust – Cyber Security and Intelligence, SA | a) | Maia | 100.00% | 89.97% | - | - |
| Larim Corretora de Resseguros Ltda | a) | Brazil | 99.99% | 50.01% | 99.99% | 50.01% | |
| Lazam/mds Correctora Ltda | a) | Brazil | 100.00% | 50.01% | 100.00% | 50.01% | |
| 4) | Lookwise, S.L. | a) | Navarra (Spain) | 100.00% | 53.98% | - | - |
| 5) | Lugares Virtuais, SA | a) | Maia | 100.00% | 89.97% | 100.00% | 75.07% |
| 1) | Mainroad – Serviços em Tecnologias de Informação, S.A. |
a) | Maia | 100.00% | 89.97% | 100.00% | 75.07% |
| MDS - Corretor de Seguros, SA | a) | Porto | 100.00% | 50.01% | 100.00% | 50.01% | |
| MDS Affinity-Sociedade de Mediação Lda | a) | Porto | 100.00% | 50.01% | 100.00% | 50.01% | |
| MDS Auto - Mediação de Seguros, SA | a) | Porto | 50.01% | 25.01% | 50.01% | 25.01% | |
| Mds Knowledge Centre, Unipessoal, Lda | a) | Lisbon | 100.00% | 50.01% | 100.00% | 50.01% | |
| MDS Malta Holding Limited | a) | Malta | 100.00% | 50.01% | 100.00% | 50.01% | |
| 6) | MDS RE – Mediador de resseguros, SGPS, SA | a) | Porto | 100.00% | 50.01% | 100.00% | 50.01% |
| MDS, SGPS, SA | a) | Maia | 50.01% | 50.01% | 50.01% | 50.01% | |
| 5) | Miauger - Org. Gestão Leilões Electrónicos, SA | a) | Maia | 100.00% | 89.97% | 100.00% | 75.07% |
| Modelo - Distribuição de Materiais de Construção, SA |
a) | Maia | 50.00% | 50.00% | 50.00% | 50.00% | |
| PCJ-Público, Comunicação e Jornalismo, SA | a) | Maia | 100.00% | 89.97% | 100.00% | 75.07% | |
| Praesidium Services Limited | a) | Berkshire (U.K.) | 100.00% | 89.97% | 100.00% | 75.07% | |
| Público - Comunicação Social, SA | a) | Porto | 100.00% | 89.97% | 100.00% | 75.07% | |
| RSI Corretora de Seguros, Ltda | a) | Brazil | 100.00% | 50.01% | 100.00% | 50.01% | |
| 4) | S21 Sec Barcelona, S.L. | a) | Barcelona (Spain) | 100.00% | 53.98% | - | - |
| 4) | S21 Sec Brasil, Ltda | a) | São Paulo (Brazil) | 99.99% | 53.97% | - | - |
| 4) | S21 Sec Frau d Risk Management, S.L. | a) | Navarra(Spain) | 100.00% | 53.98% | - | - |
| 4) | S21 Sec Gestion, SA | a) | Navarra(Spain) | 60.00% | 53.98% | - | - |
|---|---|---|---|---|---|---|---|
| 4) | S21 Sec Inc. | a) | Texas (USA) | 100.00% | 53.98% | - | - |
| 4) | S21 Sec Information Security Labs, S.L. | a) | Navarra(Spain) | 100.00% | 53.98% | - | - |
| 4) | S21 Sec Institute, S.L. | a) | Gipuzcoa(Spain) | 100.00% | 53.98% | - | - |
| 4) | S21 Sec México, SA de CV | a) | Mexico City(Mexico) |
99.87% | 53.91% | - | - |
| 4) | S21 Sec SA de CV | a) | Mexico City(Mexico) |
99.99% | 53.98% | - | - |
| Saphety – Transacciones Electronicas SAS | a) | Bogota (Colombia) |
86.99% | 78.27% | 86.99% | 65.30% | |
| Saphety Brasil Transações Eletrônicas Lda | a) | São Paulo (Brazil) |
86.99% | 78.27% | 86.99% | 65.30% | |
| Saphety Level - Trusted Services, SA | a) | Maia | 86.99% | 78.27% | 86.99% | 65.30% | |
| 4) | Servicios de Inteligencia Estrategica Global, S.L. | a) | Navarra(Spain) | 100.00% | 53.98% | - | - |
| 2) | Sonaecom-Cyber Security and Int.,SGPS,SA | a) | Maia | 100.00% | 89.97% | - | - |
| Sonaecom – Serviços Partilhados, SGPS, SA | a) | Maia | 100.00% | 89.97% | 100.00% | 75.07% | |
| Sonaecom - Sistemas de Informação, SGPS, SA | a) | Maia | 100.00% | 89.97% | 100.00% | 75.07% | |
| Sonaecom - Sistemas de Información España, SL | a) | Madrid (Spain) | 100.00% | 89.97% | 100.00% | 75.07% | |
| Sonaecom BV | a) | Amsterdam (Netherlands) |
100.00% | 89.97% | 100.00% | 75.07% | |
| Sonaecom, SGPS, SA | a) | Maia | 90.15% | 89.97% | 75.44% | 75.07% | |
| Sonaetelecom, BV | a) | Amsterdam (Netherlands) |
100.00% | 89.97% | 100.00% | 75.07% | |
| Tecnológica Telecomunicações, Ltda | a) | Rio de Janeiro (Brazil) |
99.99% | 89.87% | 99.99% | 74.99% | |
| We Do Brasil Soluções Informáticas, Ltda | a) | Rio de Janeiro (Brazil) |
99.91% | 89.88% | 99.91% | 74.99% | |
| We Do Consulting - Sistemas de Informação, SA | a) | Maia | 100.00% | 89.97% | 100.00% | 75.07% | |
| We Do Poland Sp.Z.o.o. | a) | Posnan (Poland) | 100.00% | 89.97% | 100.00% | 75.07% | |
| We Do Technologies (UK) Limited | a) | Berkshire (U.K.) | 100.00% | 89.97% | 100.00% | 75.07% | |
| We Do Tecnologies Americas, Inc. | a) | Delaware (USA) |
100.00% | 89.97% | 100.00% | 75.07% | |
| We Do Technologies Australia PTY Limited | a) | Sydney (Australia) |
100.00% | 89.97% | 100.00% | 75.07% | |
| We Do Technologies Egypt Limited Liability Company |
a) | Cairo (Egypt) | 100.00% | 89.97% | 100.00% | 75.07% | |
| We Do Technologies Mexico S. de RL | a) | Mexico City (Mexixo) |
100.00% | 89.97% | 100.00% | 75.07% | |
| We Do Technologies Panamá SA | a) | Panamá City (Panamá) |
100.00% | 89.97% | 100.00% | 75.07% | |
| We Do Technologies Singapore PTE. LDT | a) | Singapore | 100.00% | 89.97% | 100.00% | 75.07% | |
| We Do Tecnologies BV | a) | Amsterdam (Netherlands) |
100.00% | 89.97% | 100.00% | 75.07% | |
| Others | |||||||
| Libra Serviços, Lda | a) | Funchal | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae Investments, BV | a) | Amsterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
| Sonae RE, SA | a) | Luxembourg | 99.92% | 99.92% | 99.92% | 99.92% |
|---|---|---|---|---|---|---|
| Sonaecenter Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sontel, BV | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
*the percentage of ownership total represents the total direct and indirect percentage on the share capital held by the Group.
These entities are consolidated using the full consolidation method.
Jointly controlled entities and associated companies included in the consolidated financial statements, their head offices and the percentage of share capital held by Sonae as at 30 September 2014 and 31 December 2013 are as follows:
| Percentage of capital held | |||||
|---|---|---|---|---|---|
| 30 September 2014 | 31 December 2013 | ||||
| COMPANY | Head Office | Direct | Total* | Direct | Total* |
| Shopping Centres | |||||
| 3shoppings - Holding, SGPS, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% |
| 8ª avenida Centro Comercial, SA | Maia | 100.00% | 23.75% | 100.00% | 23.75% |
| Adlands BV | Amsterdam (Netherlands) |
50.00% | 25.00% | 50.00% | 25.00% |
| Aegean Park, SA | Athens(Greece) | 100.00% | 25.00% | 100.00% | 25.00% |
| ALBCC – Albufeirashopping – Centro Comercial, SA | Maia | 50.00% | 11.88% | 50.00% | 11.88% |
| ALEXA Administration GmbH | Berlin (Germany) | 100.00% | 25.00% | 100.00% | 25.00% |
| ALEXA Holding GmbH | Dusseldorf (Germany) | 100.00% | 50.00% | 100.00% | 50.00% |
| ALEXA Shopping Centre GmbH | Dusseldorf (Germany) | 100.00% | 50.00% | 100.00% | 50.00% |
| Algarveshopping - Centro Comercial, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% | |
|---|---|---|---|---|---|---|
| ARP Alverca Retail Park, SA | Maia | 100.00% | 50.00% | 50.00% | 25.00% | |
| Arrábidashopping - Centro Comercial, SA | Maia | 50.00% | 12.53% | 50.00% | 12.53% | |
| Avenida M-40, BV | Amsterdam (Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% | |
| Beralands BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Campo Limpo Lda | S. Paulo (Brazil) | 20.00% | 3.33% | 20.00% | 3.33% | |
| Cascaishopping - Centro Comercial, SA | Maia | 50.00% | 28.62% | 50.00% | 28.62% | |
| Cascaishopping Holding I, SGPS, SA | Maia | 100.00% | 28.62% | 100.00% | 28.62% | |
| CCCB Caldas da Rainha - Centro Comercial,SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | |
| Centro Colombo - Centro Comercial, SA | Maia | 100.00% | 12.53% | 100.00% | 12.53% | |
| Centro Vasco da Gama - Centro Comercial, SA | Maia | 50.00% | 12.53% | 50.00% | 12.53% | |
| 1) | CITIC Capital Sierra (Hong Kong) Limited | Hong Kong (China) | 50.00% | 50.00% | - | - |
| 2) | CITIC CAPITAL SIERRA Property Management (Shanghai) Limited |
Shangai (China) | 50.00% | 50.00% | - | - |
| Coimbrashopping - Centro Comercial, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% | |
| Colombo Towers Holding, BV | The Hague (Netherlands) |
50.00% | 25.00% | 50.00% | 25.00% | |
| Craiova Mall BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Dortmund Tower GmbH | Dusseldorf (Germany) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Dos Mares - Shopping Centre, BV | Amsterdam (Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% | |
| Dos Mares - Shopping Centre, SA | Madrid (Spain) | 100.00% | 25.05% | 100.00% | 25.05% | |
| Estação Viana - Centro Comercial, SA | Viana do Castelo | 100.00% | 25.05% | 100.00% | 25.05% | |
| Freccia Rossa - Shopping Centre, Srl | Milan (Italy) | 50.00% | 25.00% | 50.00% | 25.00% | |
| Fundo de Investimento Imobiliário Parque Dom Pedro Shopping Center (FundII) |
São Paulo (Brazil) | 50.00% | 10.34% | 50.00% | 10.34% | |
| Fundo de Investimento Imobiliário Shopping Parque Dom Pedro Shopping |
São Paulo (Brazil) | 87.61% | 15.78% | 87.61% | 15.78% | |
| Gaiashopping I - Centro Comercial, SA | Maia | 50.00% | 12.53% | 50.00% | 12.53% | |
| Gaiashopping II - Centro Comercial, SA | Maia | 100.00% | 12.53% | 100.00% | 12.53% | |
| Gli Orsi Shopping Centre 1, Srl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Guimarãeshopping - Centro Comercial, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% | |
| Harvey Dos Iberica, SL | Madrid (Spain) | 50.00% | 12.53% | 50.00% | 12.53% | |
| Iberian Assets, SA | Madrid (Spain) | 49.78% | 12.47% | 49.78% | 12.47% | |
| 3) | Inparsa - Gestão de Galeria Comerc., SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Ioannina Development of Shopping Centres, SA | Athens(Greece) | 100.00% | 50.00% | 100.00% | 50.00% | |
| La Farga - Shopping Centre, SL | Madrid (Spain) | 100.00% | 12.48% | 100.00% | 12.48% | |
| Land Retail, BV | Amsterdam (Netherlands) |
100.00% | 32.19% | 100.00% | 32.19% |
| Larissa Development of Shopping Centres, SA | Athens(Greece) | 100.00% | 25.00% | 100.00% | 25.00% | |
|---|---|---|---|---|---|---|
| LCC – Leiriashopping – Centro Comercial, SA | Maia | 100.00% | 23.75% | 100.00% | 23.75% | |
| 4) | Le Terrazze – Shopping Centre 1, Srl | Milan (Italy) | 50.00% | 5.00% | 50.00% | 25.00% |
| Loop 5 - Shopping Centre Gmbh | Dusseldorf (Germany) | 50.00% | 25.00% | 50.00% | 25.00% | |
| Loureshopping – Centro Comercial, SA | Maia | 50.00% | 11.88% | 50.00% | 11.88% | |
| Luz del Tajo - Centro Comercial, SA | Madrid (Spain) | 100.00% | 25.05% | 100.00% | 25.05% | |
| Luz del Tajo, BV | Amsterdam (Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% | |
| Madeirashopping - Centro Comercial, SA | Funchal (Madeira) | 50.00% | 12.53% | 50.00% | 12.53% | |
| Maiashopping - Centro Comercial, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% | |
| Münster Arkaden, BV | Amsterdam (Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% | |
| Norte Shopping Retail and Leisure Centre, BV | Amsterdam (Netherlands) |
50.00% | 12.53% | 50.00% | 12.53% | |
| Norteshopping - Centro Comercial, SA | Maia | 100.00% | 12.53% | 100.00% | 12.53% | |
| Pantheon Plaza BV | Amsterdam (Netherlands) |
50.00% | 25.00% | 50.00% | 25.00% | |
| Paracentro - Gestão de Galerias Comerciais, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | |
| Park Avenue Developement of Shopping Centers, SA | Athens(Greece) | 100.00% | 25.00% | 100.00% | 25.00% | |
| 5) | Parklake Shopping, SA | Bucharest (Romania) | 50.00% | 25.00% | 50.00% | 25.00% |
| Parque Atlântico Shopping - Centro Comercial SA | Ponta Delgada (Azores) | 50.00% | 12.53% | 50.00% | 12.53% | |
| Parque D. Pedro 1, BV Sarl | Luxembourg | 100.00% | 25.00% | 100.00% | 25.00% | |
| Parque de Famalicão - Empreendimentos Imobiliários, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | |
| Pátio Boavista Shopping, Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% | |
| Pátio Campinas Shopping, Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% | |
| Pátio Goiânia Shopping, Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% | |
| Pátio Londrina Empreendimentos e Participações, Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% | |
| Pátio São Bernardo Shopping Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% | |
| Pátio Sertório Shopping Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% | |
| Pátio Uberlândia Shopping Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% | |
| Plaza Eboli - Centro Comercial, SA | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Plaza Mayor Parque de Ócio, BV | Amsterdam (Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% | |
| Plaza Mayor Parque de Ócio, SA | Madrid (Spain) | 100.00% | 25.05% | 100.00% | 25.05% | |
| Plaza Mayor Shopping, BV | Amsterdam (Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% | |
| Plaza Mayor Shopping, SA | Madrid (Spain) | 100.00% | 25.05% | 100.00% | 25.05% | |
| PORTCC – Portimãoshopping – Centro Comercial, SA | Maia | 50.00% | 11.88% | 50.00% | 11.88% | |
| Project SC 1, BV | Amsterdam (Netherlands) |
50.00% | 25.00% | 50.00% | 25.00% | |
| Project Sierra 10 BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra 11, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
|---|---|---|---|---|---|---|
| Project Sierra 12, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Project Sierra 2, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| 3) | Project Sierra 6, BV | Amsterdam (Netherlands) |
50.00% | 25.00% | 50.00% | 25.00% |
| Project Sierra 8 BV | Amsterdam (Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% | |
| Project Sierra Four Srl | Bucharest (Romania) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Project Sierra Germany 2 (two), Shopping Centre GmbH | Dusseldorf (Germany) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Project Sierra Germany 4 (four), Shopping Centre, GmbH | Dusseldorf (Germany) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Project Sierra Spain 1, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Project Sierra Spain 2 - Centro Comercial, SA | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% | |
| 3) | Project Sierra Spain 2, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Spain 3, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Project Sierra Spain 7 - Centro Comercial, SA | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Project Sierra Two Srl | Bucharest (Romania) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Rio Sul – Centro Comercial, SA | Lisbon | 50.00% | 11.88% | 50.00% | 11.88% | |
| River Plaza BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| River Plaza Mall, Srl | Bucharest (Romania) | 100.00% | 50.00% | 100.00% | 50.00% | |
| S.C. Microcom Doi Srl | Bucharest (Romania) | 100.00% | 50.00% | 100.00% | 50.00% | |
| SC Aegean, BV | Amsterdam (Netherlands) |
50.00% | 25.00% | 50.00% | 25.00% | |
| SC Mediterranean Cosmos, BV | Amsterdam (Netherlands) |
50.00% | 12.53% | 50.00% | 12.53% | |
| Serra Shopping – Centro Comercial, SA | Covilhã | 50.00% | 11.88% | 50.00% | 11.88% | |
| Shopping Centre Colombo Holding, BV | Amsterdam (Netherlands) |
50.00% | 12.53% | 50.00% | 12.53% | |
| Shopping Centre Parque Principado, BV | Amsterdam (Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% | |
| Sierra Asia Limited | Hong Kong (China) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Berlin Holding BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Brazil 1, BV | Amsterdam (Netherlands) |
100.00% | 25.00% | 100.00% | 25.00% | |
| Sierra Central, S.A.S. | Santiago de Cali (Colômbia) |
50.00% | 25.00% | 50.00% | 25.00% | |
| Sierra Cevital Shopping Center, Spa | Argelia | 49.00% | 24.50% | 49.00% | 24.50% | |
| Sierra Corporate Services Holland, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Developments Holding, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Developments, SGPS, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra European Retail Real Estate Assets Holdings, BV | Amsterdam (Netherlands) |
50.10% | 25.05% | 50.10% | 25.05% |
| Sierra Germany GmbH | Dusseldorf (Germany) | 100.00% | 50.00% | 100.00% | 50.00% | |
|---|---|---|---|---|---|---|
| Sierra GP, Limited | Guernesey (U.K.) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Greece, SA | Athens(Greece) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Investimentos Brasil Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% | |
| Sierra Investments (Holland) 1, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Investments (Holland) 2, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Investments Holding, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Investments SGPS, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | |
| 3) | Sierra Italy Holding, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Italy, Srl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Management, SGPS, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% | |
| 1) | Sierra – OST Property Management, SA | Moscow (Russia) | 100.00% | 50.00% | - | - |
| Sierra Portugal, SA | Lisbon | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Project Nürnberg BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Property Management Greece, SA | Athens(Greece) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Real Estate Greece BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Reval Gayrimenkul Yönetim Pazarlama ve Danışmanlık A.Ş. |
Istambul (Turkey) |
50.00% | 25.00% | 50.00% | 25.00% | |
| Sierra Services Holland 2 BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Solingen Holding GmbH | Dusseldorf (Germany) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Spain – Shopping Centers Services, SL | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Spain 2 Services, SA | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Zenata Project B.V | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Solingen Shopping Center GmbH | Dusseldorf (Germany) | 50.00% | 25.00% | 50.00% | 25.00% | |
| Sonae Sierra Brasil, SA | São Paulo (Brazil) | 66.65% | 16.66% | 66.65% | 16.66% | |
| Sonae Sierra Brazil, BV Sarl | Luxembourg | 50.00% | 25.00% | 50.00% | 25.00% | |
| Sonae Sierra, SGPS, SA | Maia | 50.00% | 50.00% | 50.00% | 50.00% | |
| SPF - Sierra Portugal | Luxembourg | 100.00% | 50.00% | 100.00% | 50.00% | |
| SPF - Sierra Portugal Real Estate, Sarl | Luxembourg | 47.50% | 23.75% | 47.50% | 23.75% | |
| Torre Ocidente - Imobiliária, SA | Maia | 50.00% | 12.50% | 50.00% | 12.50% | |
| Unishopping Consultoria Imobiliária, Ltda | São Paulo (Brazil) | 99.98% | 16.66% | 99.98% | 16.66% | |
| Via Catarina - Centro Comercial, SA | Maia | 50.00% | 12.53% | 50.00% | 12.53% | |
| Vuelta Omega, S.L. | Madrid (Spain) | 100.00% | 12.53% | 100.00% | 12.53% | |
| Weiterstadt Shopping BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Zubiarte Inversiones Inmobiliarias, SA | Madrid (Spain) | 49.83% | 12.48% | 49.83% | 12.48% | |
|---|---|---|---|---|---|---|
| Telecommunications | ||||||
| ZOPT, SGPS, SA | Porto | 50.00% | 44.99% | 50.00% | 37.54% | |
| Investment Management | ||||||
| Equador & Mendes - Agência de Viagens e Turismo, Lda | Lisbon | 50.00% | 37.50% | 50.00% | 37.50% | |
| 1) | Intelligent Big Data, S.L. | Gipuzcoa (Spain) | 50.00% | 26.99% | - | - |
| Movimentos Viagens - Viagens e Turismo, Sociedade Unipessoal, Lda |
Lisbon | 50.00% | 50.00% | 50.00% | 50.00% | |
| Nova Equador Internacional, Agência de Viagens e Turismo, Lda |
Lisbon | 50.00% | 50.00% | 50.00% | 50.00% | |
| Nova Equador P.C.O. e Eventos, Sociedade Unipessoal, Lda | Lisbon | 50.00% | 50.00% | 50.00% | 50.00% | |
| Raso SGPS, SA | Lisbon | 50.00% | 50.00% | 50.00% | 50.00% | |
| Raso - Viagens e Turismo, SA | Lisbon | 50.00% | 50.00% | 50.00% | 50.00% | |
| 2) | Raso II – Viagens e Turismo, Unipessoal, Lda | Lisbon | 50.00% | 50.00% | - | - |
| SIRS – Sociedade Independente de Radiodifusão Sonora, SA |
Porto | 45.00% | 40.49% | 45.00% | 33.78% | |
| 1) | S21Sec Ciber seguridad SA de CV | Mexico City (Mexico) | 50.00% | 26.99% | - | - |
| Unipress - Centro Gráfico, Lda | Vila Nova de Gaia | 50.00% | 44.99% | 50.00% | 37.54% | |
| Viagens y Turismo de Geotur España, S.L. | Madrid (Spain) | 50.00% | 50.00% | 50.00% | 50.00% |
* the percentage of total ownership represents the total direct and indirect percentage on the share capital held by the Group.
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 September 2014 | 31 December 2013 | ||||||
| COMPANY | Head Office | Direct | Total* | Direct | Total* | ||
| Retail | |||||||
| 1) | APOR – Agência para a Modernização do Porto, S.A. | Porto | 9.09% | 9.09% | - | - | |
| Sempre a Postos - Produtos Alimentares e Utilidades, Lda | Lisbon | 25.00% | 25.00% | 25.00% | 25.00% | ||
| 2) | Mundo Vip – Operadores Turísticos, SA | Lisbon | - | - | 33.34% | 33.34% |
* the percentage of total ownership represents the total direct and indirect percentage on the share capital held by the Group.
Jointly controlled companies and associated companies were included in the consolidated financial statements by the equity method.
The share value of investments in jointly controlled entities and associated companies can be presented as follows:
| COMPANY | 30 September 2014 | 31 December 2013 |
|---|---|---|
| Shopping Centres Sonae Sierra SGPS, SA (consolidated) |
467,713,394 | 427,254,900 |
| Telecommunications ZOPT, SGPS, S.A. (consolidated) |
705,485,254 | 709,606,944 |
| Investment Management Raso SGPS, SA (consolidated) Unipress - Centro Gráfico, Lda SIRS - Sociedade Independente de Radiodifusão Sonora, SA Intelligent Big Data, S.L. S21Sec Ciber seguridad SA de CV |
- 1,035,367 - 27,651 598 |
6,147,367 882,859 - - - |
| Investments in joint ventures | 1,174,262,264 | 1,143,892,070 |
| Retail Sempre a Postos - Produtos Alimentares e Utilidades, Lda APOR - Agência para a Modernização do Porto, S.A. Mundo Vip - Operadores Turísticos, S.A. |
1,121,323 300,000 - |
899,945 - - |
| Investment Management Brokerslink Management AG |
41,745 | - |
| Investment in associated companies | 1,463,068 | 899,945 |
| Total | 1,175,725,332 | 1,144,792,015 |
The aggregated values of main financial indicators of joint controlled companies can be summarized as follows:
| 30 September 2014 | 31 December 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Joint ventures | Assets | Liabilities | Equity | Assets | Liabilities | Equity | ||
| Investment Management | 77,668,734 | 48,398,312 | 29,270,422 | 72,460,580 | 42,979,002 | 29,481,578 | ||
| Shopping Centres b) | 3,376,654,712 | 1,965,716,884 | 1,410,937,828 | 3,340,574,090 | 2,051,816,569 | 1,288,757,521 | ||
| Telecommunications b) | 4,512,506,000 | 1,981,086,000 | 2,531,420,000 | 4,413,649,000 | 1,902,694,000 | 2,510,955,000 | ||
| TOTAL | 7,966,829,446 | 3,995,201,196 | 3,971,628,250 | 7,826,683,670 | 3,997,489,571 | 3,829,194,099 | ||
| 30 September 2014 | 30 September 2013 | |||||||
| Joint ventures | Income | Expenses | Net Profit | Income | Expenses | Net Profit | ||
| Investment Management | 34,855,149 | 34,930,675 | (75,526) | 35,111,328 | 34,923,372 | 187,956 | ||
| Shopping Centres b) | 345,369,434 | 236,304,116 | 109,065,318 | 211,928,767 | 205,893,359 | 6,035,408 | ||
| Telecommunications a)b) | 1,048,610,220 | 991,849,350 | 56,760,870 | 126,510,000 | 118,195,000 | 8,315,000 | ||
| TOTAL | 1,428,834,803 | 1,263,084,141 | 165,750,662 | 373,550,095 | 359,011,731 | 14,538,364 |
a) The variation from 2013 to 2014 arise from the inclusion of Zopt group;
b) Disclosed values are relative to the consolidated accounts of Sonae Sierra and Zopt.
The aggregated values of main financial indicators of associated companies can be summarized as follows:
| 30 September 2014 | 31 December 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Associated companies | Assets | Liabilities | Equity | Assets | Liabilities | Equity | ||
| Retail | 13,260,019 | 6,851,678 | 6,408,341 | 12,140,682 | 11,125,907 | 1,014,775 | ||
| TOTAL | 13,260,019 | 6,851,678 | 6,408,341 | 12,140,682 | 11,125,907 | 1,014,775 | ||
| 30 September 2014 | 30 September 2013 | |||||||
| Associated companies | Income | Expenses | Net Profit | Income | Expenses | Net Profit | ||
| Retail | 40,661,394 | 39,744,493 | 916,901 | 43,615,980 | 43,620,217 | (4,237) | ||
| TOTAL | 40,661,394 | 39,744,493 | 916,901 | 43,615,980 | 43,620,217 | (4,237) |
During the period ended at 30 September 2014 and 2013, movements in investments in joint ventures and associated companies are as follows:
| 30 September 2014 | 30 September 2013 | |||||
|---|---|---|---|---|---|---|
| Joinr ventures and associated companies | Proportion on equity |
Goodwill | Total investment |
Proportion on equity |
Goodwill | Total investment |
| Initial balance as at January,1 | 594,818,353 | 549,973,662 | 1,144,792,015 | 379,191,284 | 77,255,004 | 456,446,288 |
| Constitutions during the period | 41,745 | - | 41,745 | - | - | - |
| Acquisitions during the period | 344,012 | - | 344,012 | - | - | - |
| Change of consolidation method | - | - | - | 624,186,444 | 88,480,500 | 712,666,944 |
| Equity method | ||||||
| Gains or losses in joint controlled and associated companies |
46,454,434 | - | 46,454,434 | 5,071,328 | - | 5,071,328 |
| Distributed dividends | (7,337,095) | - | (7,337,095) | (158,202) | - | (158,202) |
| Effect in equity capital and non-controlling interests |
(2,479,027) | - | (2,479,027) | (14,831,405) | - | (14,831,405) |
| Impairment in associated companies | 7,714,024 | (13,804,776) | (6,090,752) | - | - | - |
| 639,556,446 | 536,168,886 | 1,175,725,332 | 993,459,449 | 165,735,504 | 1,159,194,953 |
The effect on equity is mainly the result of currency translation figures of companies with a functional currencies different form euro.
The caption "Impairment in associated companies" refers to the effect of impairment losses created in the period for the associated Raso SGPS, SA.
The other non-current investments, their head offices, percentage of share capital held and book value as at 30 September 2014 and 31 December 2013, are as follows:
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 September 2014 | 31 December 2013 | Statment of financial position | |||||
| Company | Head office | Direct | Total | Direct | Total | 30 September 2014 | 31 December 2013 |
| Retail | |||||||
| Dispar - Distrib. de Participações, SGPS, SA | Lisbon | 14.28% | 14.28% | 14.28% | 14.28% | 9,976 | 9,976 |
| Insco - Insular de Hipermerc., SA | Ponta Delgada | 10.00% | 10.00% | 10.00% | 10.00% | 898,197 | 748,197 |
| Solferias- Operadores Turísticos, SA | Lisbon | 11.11% | 11.11% | ‐ | ‐ | 133,162 | - |
| MOVVO, SA | Porto | 9.09% | 9.09% | ‐ | ‐ | 400,000 | - |
| Investment Management | |||||||
| Lusa - Agên. de Notícias de Portugal, SA | Lisbon | 1.38% | 1.24% | 1.38% | 0.75% | 197,344 | 97,344 |
| Cooper Gay Swett & Crawford ltd | London | 9.72% | 4.86% | 9.72% | 4.86% | 15,468,095 | 15,468,095 |
| Other investments | 12,179,437 | 15,668,225 | |||||
| Total (Note 12) | 29,286,211 | 31,991,837 |
On 30 September 2014, are included in "Other Investments", among others 10,000,127 euro (12,512,681 euro as at 31 December 2013) related to deposited amounts on an Escrow Account which is invested in investment funds with superior rating and contractual liability guarantees assumed in the disposal of a Brazil Retail business and for which provisions were recorded in the applicable situations (Note 24).
Although in accordance with the deadlines contractually established, the Escrow Account should have already been released by the buyer, that didn't happen as there are some points of disagreement on the use of the Escrow Account, namely as whether or not, to retain the Escrow Account for on-going fiscal procedures that have not yet been decided (Note 25). It is the understanding of the Board of Directors, based on legal opinions of Brazilian and Portuguese lawyers that the reason attends to Sonae.
Financial investment in Cooper Gay Sweet & Crawford Ltd maintained its fair value at 31 December 2013. The valuation of this investment was performed on a binding acquisition proposal received from an unrelated entity and knowledgeable entity of the sector in the last quarter of 2013, which was not considered appropriate by the board of directors of the company.
| Percentage of share capital held | ||||
|---|---|---|---|---|
| At acquisition date | ||||
| COMPANY | Head office | Direct | Total | |
| Investment Management | ||||
| Lookwise, S.L. | Navarra (Spain) | 100.00% | 53.98% | |
| S21 Sec Barcelona, S.L. | Barcelona (Spain) | 100.00% | 53.98% | |
| S21 Sec Brasil, Ltda | São Paulo (Brazil) | 99.99% | 53.97% | |
| S21 Sec Frau d Risk Management, S.L. | Navarra (Spain) | 100.00% | 53.98% | |
| S21 Sec Gestion, SA | Navarra(Spain) | 60.00% | 53.98% | |
| S21 Sec Inc. | Texas (USA) | 100.00% | 53.98% | |
| S21 Sec Information Security Labs, S.L. | Navarra(Spain) | 100.00% | 53.98% | |
| S21 Sec Institute, S.L. | Gipuzcoa(Spain) | 100.00% | 53.98% | |
| S21 Sec México, SA de CV | Mexico City (Mexico) | 99.87% | 53.91% | |
| S21 Sec SA de CV | Mexico City (Mexico) | 99.99% | 53.98% | |
| Servicios de Inteligencia Estrategica Global, S.L. | Navarra(Spain) | 100.00% | 53.98% |
| Investment Management | |||
|---|---|---|---|
| On the date of aquisition 31 July 2014 |
30 September 2014 | ||
| Net assets | |||
| Tangible and intangible assets (Note 9 and 10) | 9,127,576 | 8,473,217 | |
| Deferred tax assets | 1,111,159 | 1,113,359 | |
| Trade accounts receivable | 2,432,775 | 3,473,450 | |
| Other assets | 3,097,125 | 3,699,147 | |
| Cash and cash equivalents | 2,828,615 | 1,440,990 | |
| Non recorrent loans | (4,606,714) | (9,786,626) | |
| Other non-current liabilities | (5,985,899) | (2,452,392) | |
| Recorrent loans | (1,796,210) | (620,411) | |
| Trade creditors | (1,561,157) | (1,387,457) | |
| Other liabilities | (3,119,613) | (2,805,880) | |
| Total net acquired assets | 1,527,657 | 1,147,396 | |
| Acquisition price | 75,001 | ||
As usually happens in the concentrations of business activities, we could not yet assign, for accounting purposes, the fair value of net assets acquired and liabilities assumed, having the difference between the purchase price and the net assets acquired not yet been recognized in the consolidated income statement or in goodwill arising from this operation for the period ended at 30 September 2014. The allocation of the purchase price is subject to change until conclusion of the period of one year from the date of acquisition, as permitted by IFRS 3 - Business Combinations.
8.2 Major disposals of companies in the period ended at 30 September 2014 were as follows:
| Percentage of share capital held At operation date |
||||
|---|---|---|---|---|
| COMPANY | Head office | Direct | Total | |
| Retail Fozmassimo - Sociedade Imobiliária, SA |
Matosinhos | 100.00% | 100.00% | |
| Investment Management | ||||
| Mainroad - Serviços em Tecnologias de Informação, S.A. | Maia | 100.00% | 89.90% |
On January 2014, the Group sold its subsidiary Fozmassimo – Sociedade Imobiliária, SA to an external entity.
On September 2014, the subsidiary Mainroad – Serviços em Tecnologias de Informação, S.A. was sold to NOS Comunicações, S.A. Group for 14 million euro.
The impact on the financial statements can be analyzed as follows:
| At disposal data | 31 December 2013 | |||
|---|---|---|---|---|
| Retail | Investment Management |
Retail | Investment Management |
|
| Net assets | ||||
| Tangible and intangible assets (Note 9 and 10) | 2,777,380 | 2,607,143 | 2,777,380 | 3,046,595 |
| Deferred tax assets | - | 169,548 | - | 144,612 |
| Trade accounts receivable | - | 3,143,396 | - | 3,398,159 |
| Other assets | 23,820 | 927,954 | 23,820 | 990,738 |
| Cash and cash equivalents | 14,771 | 645,074 | 14,771 | 83,499 |
| Deferred tax liabilities | (77,521) | - | (77,521) | - |
| Trade creditors | - | (2,302,029) | - | (2,577,457) |
| Other liabilities | (62,509) | (5,183,363) | (62,509) | (5,114,210) |
| 2,675,941 | 7,723 | 2,675,941 | (28,064) | |
| Non-controlling interests | - | (775) | ||
| Shareholder's loans, treasury operations and interests | - | 1,380,000 | ||
| Profit in disposal | 297,373 | 12,613,052 | ||
| Consideration received | 2,973,313 | 14,000,000 | ||
| Effective cash payment received Future cash receivements |
2,973,313 - |
14,000,000 - |
||
| 2,973,313 | 14,000,000 | |||
| Net cash-flow arising from disposal | ||||
| Effective cash payment received | 2,973,313 | 14,000,000 | ||
| Cash and cash equivalents disposed | (14,771) | (645,074) | ||
| 2,958,542 | 13,354,926 | |||
| At disposal data | 30 September 2013 |
| Investment |
|---|
| Management |
| 12,109,793 |
| 48,377 |
| (11,099,350) |
| (153,054) |
| 905,766 |
| (3,056) |
| 902,710 |
During the nine months periods ended as at 30 September 2014 and 2013, movements in tangible assets as well as depreciation and accumulated impairment losses are made up as follows:
| Tangible assets | |||||
|---|---|---|---|---|---|
| Tangible | Total | ||||
| Land and | Plant and | Assets | Tangible | ||
| Buildings | Machinery | Others | in progress | Assets | |
| Gross assets: | |||||
| Opening balance as at 1 January 2014 | 1,659,329,823 | 1,248,692,623 | 176,539,371 | 31,848,923 | 3,116,410,740 |
| Investment | 5,419,514 | 1,144,476 | 573,335 | 84,601,848 | 91,739,173 |
| Acquisitions of subsidiaries (Note 8.1) | 928,629 | 631,867 | 2,634,828 | - | 4,195,324 |
| Disposals | (6,389,351) | (31,977,240) | (4,066,266) | (3,988,278) | (46,421,135) |
| Disposals of subsidiaries (Note 8.2) | (8,466,427) | (2,107,714) | (1,771,001) | (87,731) | (12,432,873) |
| Exchange rate effect | 32,887 | 77,638 | 325,358 | 1,559 | 437,442 |
| Transfers | 14,834,921 | 58,975,968 | 9,032,775 | (84,701,581) | (1,857,917) |
| Closing balance as at 30 September 2014 | 1,665,689,996 | 1,275,437,618 | 183,268,400 | 27,674,740 | 3,152,070,754 |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2014 | 409,943,585 | 737,980,900 | 141,321,852 | - | 1,289,246,337 |
| Depreciation of the period | 19,204,108 | 76,218,297 | 10,486,639 | - | 105,909,044 |
| Acquisitions of subsidiaries (Note 8.1) | 815,247 | 600,394 | 2,483,325 | - | 3,898,966 |
| Disposals | (48,575) | (24,836,271) | (3,874,693) | - | (28,759,539) |
| Disposals of subsidiaries (Note 8.2) | (4,102,562) | (1,668,613) | (1,447,561) | - | (7,218,736) |
| Exchange rate effect | 16,800 | 61,221 | 232,037 | - | 310,058 |
| Transfers | 1,517,385 | (1,633,097) | (831,297) | - | (947,009) |
| Closing balance as at 30 September 2014 | 427,345,988 | 786,722,831 | 148,370,302 | - | 1,362,439,121 |
| Carrying amount as at 30 September 2014 | 1,238,344,008 | 488,714,787 | 34,898,098 | 27,674,740 | - 1,789,631,633 |
| Tangible assets | |||||
|---|---|---|---|---|---|
| Tangible | Total | ||||
| Land and | Plant and | Assets | Tangible | ||
| Buildings | Machinery | Others | in progress | Assets | |
| Gross assets: | |||||
| Opening balance as at 1 January 2013 | 1,944,250,596 | 2,269,285,934 | 392,604,946 | 52,690,950 | 4,658,832,426 |
| Discontinued operations (Note 4) | (292,980,232) | (1,085,487,019) | (222,732,448) | (10,277,476) | (1,611,477,175) |
| Investment | 1,216,954 | 3,980,036 | 11,283,865 | 101,722,820 | 118,203,675 |
| Disposals | (1,982,206) | (27,942,270) | (7,063,189) | (1,194,673) | (38,182,338) |
| Exchange rate effect | (40,442) | (181,269) | (561,548) | (19,323) | (802,582) |
| Transfers | 8,274,555 | 81,615,479 | 6,205,130 | (107,448,479) | (11,353,315) |
| Closing balance as at 30 September 2013 | 1,658,739,225 | 1,241,270,891 | 179,736,756 | 35,473,819 | 3,115,220,691 |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2013 | 448,370,593 | 1,274,180,207 | 333,171,848 | - | 2,055,722,648 |
| Discontinued operations (Note 4) | (169,205,712) | (687,746,159) | (203,663,115) | - | (1,060,614,986) |
| Depreciation of the period | 25,151,650 | 123,951,165 | 23,407,727 | - | 172,510,542 |
| Depreciation and impairment losses of the period | 96,800,000 | 27,100,000 | - | - | 123,900,000 |
| (Note 24) Disposals |
(89,930) | (25,888,419) | (6,896,241) | - | (32,874,590) |
| Exchange rate effect | (18,391) | (118,580) | (343,416) | - | (480,387) |
| Transfers | (374,704) | (2,667,735) | (1,545,941) | - | (4,588,380) |
| Closing balance as at 30 September 2013 | 400,633,506 | 708,810,479 | 144,130,862 | - | 1,253,574,847 |
| Carrying amount as at 30 September 2013 | 1,258,105,719 | 532,460,412 | 35,605,894 | 35,473,819 | 1,861,645,844 |
The investment during the period ended at 30 September 2014 and 2013 includes:
approximately 88 million euro (76 million euro in 2013) of assets acquisition primarily associated with the opening and remodelling of stores of Sonae retail operating segments;
approximately 26.8 million euro in 2013 of assets acquisition associated with the UMTS operation (Universal Mobile Telecommunications Service), HSDPA (Kanguru Express), GSM (Global Standard for Mobile Communications), GPRS (General Packet Radio Service), FTTH (Fibre-to-the-Home) and LTE (Long Term Evolution). On the 27th August 2013, following the merger of Zon Optimus, the telecommunications business, including the above assets, was not recognizable (Note 4).
Major amounts included under the caption "Tangible assets in progress" refer to the following projects:
| 30 September 2014 | 30 September 2013 | |
|---|---|---|
| Refurbishment and expansion of stores in the retail businesses located in Portugal | 17,533,331 | 25,953,397 |
| Refurbishment and expansion of stores in the retail businesses located in Spain | 639,546 | 180,484 |
| Projects of "Continente" stores for which advance payments were made | 8,879,900 | 8,782,400 |
| Others | 621,963 | 557,538 |
| 27,674,740 | 35,473,819 | |
The caption "depreciation and impairment losses of the period' in September 2013 included approximately 53.3 million euro that were reclassified to discontinued operations in the income statement (Note 4).
During the nine month period ended at 30 September 2014 and 2013, movements in intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| Intangible assets | ||||
|---|---|---|---|---|
| Patents and other | Intangible assets |
Total Intangible |
||
| similar rights | Others | in progress | Assets | |
| Gross assets: | ||||
| Opening balance as at 1 January 2014 | 115,657,930 | 273,625,596 | 29,084,967 | 418,368,493 |
| Investment | 37,287 | 1,071,906 | 32,657,869 | 33,767,062 |
| Acquisitions of subsidiaries (Note 8.1) | 18,910,087 | 1,779,932 | - | 20,690,019 |
| Disposals | (439,489) | (908,315) | (423,110) | (1,770,914) |
| Disposals of subsidiaries (Note 8.2) | (26,071) | (1,638,360) | - | (1,664,431) |
| Exchange rate effect | 483,416 | 2,011,860 | 52,837 | 2,548,113 |
| Transfers | 372,229 | 21,914,275 | (22,713,837) | (427,333) |
| Closing balance as at 30 September 2014 | 134,995,389 | 297,856,894 | 38,658,726 | 471,511,009 |
| Accumulated depreciation | ||||
| and impairment losses | ||||
| Opening balance as at 1 January 2014 | 32,462,492 | 183,051,845 | - | 215,514,337 |
| Depreciation of the period | 4,155,550 | 17,027,177 | - | 21,182,727 |
| Acquisitions of subsidiaries (Note 8.1) | 10,242,112 | 1,616,691 | - | 11,858,803 |
| Disposals | (436,422) | (886,848) | - | (1,323,270) |
| Disposals of subsidiaries (Note 8.2) | (24,812) | (1,469,233) | - | (1,494,045) |
| Exchange rate effect | 313,921 | 806,399 | - | 1,120,320 |
| Transfers | 48,960 | (71,547) | - | (22,587) |
| Closing balance as at 30 September 2014 | 46,761,801 | 200,074,484 | - | 246,836,285 |
| Carrying amount as at 30 September 2014 | 88,233,588 | 97,782,410 | 38,658,726 | 224,674,724 |
| Intangible assets | ||||
|---|---|---|---|---|
| Intangible | Total | |||
| Patents and other similar rights |
assets | Intangible | ||
| Others | in progress | Assets | ||
| Gross assets: | ||||
| Opening balance as at 1 January 2013 | 574,470,896 | 548,119,686 | 44,117,440 | 1,166,708,022 |
| Discontinued operations (Note 4) | (478,094,901) | (304,656,517) | (21,285,935) | (804,037,353) |
| Investment | 15,420,177 | 816,278 | 38,090,890 | 54,327,345 |
| Disposals | (1,073,797) | (173,721) | (259,306) | (1,506,824) |
| Exchange rate effect | (205,758) | (3,869,616) | (12,809) | (4,088,183) |
| Transfers | 4,827,126 | 21,632,043 | (24,638,924) | 1,820,245 |
| Closing balance as at 30 September 2013 | 115,343,743 | 261,868,153 | 36,011,356 | 413,223,252 |
| Accumulated depreciation | ||||
| and impairment losses | ||||
| Opening balance as at 1 January 2013 | 205,977,682 | 398,275,118 | - | 604,252,800 |
| Discontinued operations (Note 4) | (203,989,969) | (246,060,381) | - | (450,050,350) |
| Depreciation of the period | 30,691,546 | 28,688,070 | - | 59,379,616 |
| Disposals | (1,073,797) | (171,494) | - | (1,245,291) |
| Exchange rate effect | (61,177) | (1,485,859) | - | (1,547,036) |
| Transfers | (34,805) | (900,703) | - | (935,508) |
| Closing balance as at 30 September 2013 | 31,509,480 | 178,344,751 | - | 209,854,231 |
| Carrying amount as at 30 September 2013 | 83,834,263 | 83,523,402 | 36,011,356 | 203,369,021 |
Under the agreed terms resulting from the grant of the UMTS License, NOS Comunicações, committed to contribute to the promotion of an 'Information Society', the total amount of the obligations assumed arose to 274 million euro which will have to be fulfilled until the end of 2015.
In accordance with the Agreement established on the 5th June 2007 with the Ministério das Obras Públicas, Transportes e Comunicações ('MOPTC') part of these commitments, up to 159 million euro, would be realized through own projects eligible as contributions to the 'Information Society' which will be incurred under the normal course of NOS Conunicações's business (investments in network and technology, if not directly related with the accomplishment of other obligations inherent to the attribution of the UMTS License, and activities of research, development and promotion of services, contents and applications). These own projects must be recognized by the MOPTC and by entities created specifically for this purpose. The total amount was already incurred and validated by the above referred entities, so, at this date, there are no additional responsibilities related to these commitments. These charges were recorded in the attached financial statements at the moment the projects were carried out and the estimated costs became known.
The remaining commitments, up to 116 million euro, has been realized, as agreed between NOS Comunicações and MOPTC, through contributions to the 'Iniciativas E' project (modem offers, discounts on tariffs, cash contributions, among others, assigned to the widespread use of broadband internet for students and teachers). These contributions are made through the 'Fund for the Information Society', now known as the 'Fundação para as Comunicações Móveis' (Foundation for Mobile Communications), established by the three mobile operators with businesses in Portugal. All responsibility was recognized as an additional cost of UMTS license, against an entry in the captions 'Other non-current liabilities' and 'Other current liabilities'. Thus, at 31 December 2013, all the responsibilities with such commitments were derecognized from consolidated financial statements following the merger between Optimus SGPS and Zon following derecognition of assets and liabilities of the telecommunications business (Note 4).
Additionally the caption " Industrial property " includes the acquisition cost of a group of brands with indefinite useful lives, incliding "Continente" brand, acquired in previous years, amounting to 75,000,000 euro (the same amount on 2013).
During the nine months period ended at 30 September 2014 and 2013 movements in goodwill, as well as in corresponding impairment losses, were made up as follows:
| 30 September 2014 | 30 September 2013 | |
|---|---|---|
| Opening balance | 624,540,640 | 664,502,705 |
| Discontinued operations (Note 4) | - | (33,955,548) |
| Decreases | - | (3,383,070) |
| Currency translation | 1,541,327 | (3,190,281) |
| Write-off | (2,325) | - |
| Closing balance | 626,079,642 | 623,973,806 |
| Accumulated impairment losses | ||
| Opening balance | 14,352,782 | 6,274,655 |
| Increases | - | - |
| Closing balance | 14,352,782 | 6,274,655 |
| Carrying amount: | 611,726,860 | 617,699,151 |
On 30 September 2014 and 2013 the movements in caption "Other Investments" can be detailed as follows:
| 30 September 2014 | 30 September 2013 | |||
|---|---|---|---|---|
| Non current | Current | Non current | Current | |
| Other investments: | ||||
| Fair value (net of impairment losses) as at 1 January | 31,991,837 | 202,448,454 | 59,877,723 | 881,581 |
| Acquisitions in the period | 683,191 | 17 | 5,959,529 | 155,879,669 |
| Disposals in the period | (3,242,124) | (141,650,837) | (21,613,307) | (949,572) |
| Increase/(Decrease) in fair value | 4,070 | (8,217,684) | (5,798,298) | 9,147,395 |
| Transfers | (150,763) | 150,763 | - | - |
| Fair value (net of impairment losses) as at 30 September | 29,286,211 | 52,730,713 | 38,425,647 | 164,959,073 |
| Derivative financial instruments (Note 20) | ||||
| Fair value as at 1 January | - | 35,999 | - | 30,341 |
| Acquisitions in the period | - | 4,678,300 | - | - |
| Increase/(Decrease) in fair value | - | 327,986 | - | 128,472 |
| Fair value as at 30 September | - | 5,042,285 | - | 158,813 |
| 29,286,211 | 57,772,998 | 38,425,647 | 165,117,886 | |
Under the caption other non-current financial investments an amount of 10,000,127 euro (12,512,674 euro in 30 September 2013) is recorded related to deposited amounts on an Escrow Account (Note 7). The caption of the "decreases in the period" during 2013 results from the use of the Escrow Account for payment concerning civil and labor cases mentioned in Note 24.
In "Other Investments" currents are recorded 52,573,828 euro (164,953,026 euro in 30 September 2013) of shares NOS, that resulted from the merger process between Optimus SGPS and ZON (Note 4). This investment is recorded at fair value through profit and loss accounts, since it is an asset for the purpose of selling in the short term. As stated in the shareholder agreement, these shares do not confer any additional voting or interfere in the situation of shared control in Zon Optimus. During the period Zon Optimus, SGPS, SA changed its name to NOS, SGPS, SA.
The decreases on 30 September 2014 represent the counterpart in shares NOS provided for under the terms of the exchange General Public and Voluntary Offer purchase of shares Sonaecom SGPS, SA. As a result of
this offer the Sonaecom has reduced its investment in shares NOS in 26,476,792 shares (141,650,837 euros) (Note 18), and now holds 11,012,532 shares representing 2.14% of the share capital of NOS.
The decrease in fair value, in 2013 under the caption "Other current Investments" includes 8,217,684 euro on the recording of the fair value of the participation of NOS. The fair value of the investment is determined based on the price of NOS shares and the respective changes are recorded in the consolidated income statement.
The other non-current Investments are recorded at acquisition cost net of impairment losses. It is Sonae understanding that no reliable fair value estimate can be made as there is no market data available for these investments. The caption of "Other non-current Investments" includes 3,817,955 euro (3,141,937 euro in 30 September 2013) of investments recorded at acquisition cost net of impairment losses for the same reasons.
The other non-current Investments are net of impairment losses (Note 24) amounting to 257,729 euro (86,212 euro in 30 September 2013).
As at 30 September 2014 and 31 December 2013, other non- current assets are detailed as follows:
| 30 September 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| Gross Value | Accumulated impairment losses (Note 24) |
Carrying Amount | Gross Value | Accumulated impairment losses (Note 24) |
Carrying Amount | |
| Loans granted to related parties | 3,570 | - | 3,570 | 3,570 | - | 3,570 |
| Trade accounts receivable and other debtors | ||||||
| Legal deposits | 860,050 | - | 860,050 | 818,011 | - | 818,011 |
| Recognition of the value to be received from Wall Mart | 8,305,523 | - | 8,305,523 | 7,858,057 | - | 7,858,057 |
| Cautions | 5,174,282 | - | 5,174,282 | 5,725,333 | - | 5,725,333 |
| Others | 603,409 | - | 603,409 | 276,249 | - | 276,249 |
| 14,943,264 | - | 14,943,264 | 14,677,650 | - | 14,677,650 | |
| Reinsurer's' share of technical provisions | 6,458,811 | - | 6,458,811 | 16,789,943 | - | 16,789,943 |
| Other non-current assets | 206,517 | - | 206,517 | 499,450 | - | 499,450 |
| 21,612,162 | - | 21,612,162 | 31,970,613 | - | 31,970,613 |
As a result of the agreements signed in 2005 by the former subsidiary - Sonae Distribuição Brazil, SA (sold to Wal-Mart in 2005) with Carrefour Comércio e Indústria Ltda, Sonae assumed responsibility to compensate Carrefour for the expenses that would arise from the 10 stores licensing process, in the Brazilian state of São Paulo, that were sold to that entity. During 2010, Carrefour triggered a bank warranty "on first demand" amounting to 25,340,145.80 Brazilian real (approximately 8.2 million euro) for alleged expenses incurred with the mentioned stores and that, allegedly, arose from the need to remedy deficiencies cited by competent authorities for the licensing process. However no evidence of those expenses were presented to Sonae, or proof of the necessity of carrying out such costs for the licensing process as established on the mentioned agreements. The variation in the period is explained by the evolution of the exchange rate of the real against the euro.
It is the understanding of the Board of Directors and the Group attorneys that the amount paid will be recovered. The company already established legal proceedings against Carrefour Comercio e Industria, Ltda., through society Wms - Supermarkets in Brazil, SA (formerly Sonae Distribution Brazil, SA, sold to Wal-Mart Group, as mentioned above) to recover the above mentioned amount (for Sonae, by right of claim on the Wms). It's the Board of Directors and the Group attorneys understanding that the above mentioned amount is
recoverable, since Carrefour has never proved the existence of the costs that it claims and which validate the usage of the above mentioned warranty, or through the warranty expiration date (according the Brazilian law).
According to the Group attorneys, the amount improperly received by Carrefour for which a reimbursement will be requested (25,340,145.80 Brazilian real), will bear interests at the SELIC rate. It is expected that the legal proceeding will exist for a period up to 7 years, since its beginning in 2011.
As at 30 September 2014 and 31 December 2013, trade account receivable and other current assets are detailed as follows:
| Trade accounts receivable 97,630,972 85,286,518 Taxes recoverable 75,959,154 72,447,501 Granted loans to related companies 7,769,082 8,599,429 Other debtors Trade creditors - debtor balances 50,052,939 34,270,501 Special regime for payment of tax and social security 28,361,908 28,354,934 debts Dividends to be received of jointly controlled companies - 10,567,050 Vouchers and gift cards 1,762,258 3,289,808 VAT recoverable on real estate assets 1,321,069 2,905,724 Advances to suppliers 377,657 665,532 Reinsurance operations 859,209 2,102,625 Deposit in favor of Cosec - 11,798,127 TRS related to own shares - 410,944 Interests and accounts receivable from discontinued activities a) - 10,936,329 Other current assets 24,534,843 23,985,624 107,269,883 129,287,198 Other current assets Invoices to be issued 9,746,456 6,251,905 Commercial discounts 95,646,473 30,455,235 Prepayments of external supplies and services 16,194,656 12,077,662 Prepayments - Rents 6,077,279 6,210,168 Commissions to be received 1,649,202 2,627,215 Insurance indemnities 1,529,700 2,430,736 Other current assets 13,082,695 11,484,397 143,926,461 71,537,318 Accumulated impairment losses in receivables accounts (Note 24) (22,605,499) (21,486,090) 409,950,053 345,671,874 |
30 September 2014 | 31 December 2013 |
|---|---|---|
a) The most significant variations under this caption result from the merger referred to in Note 4.
Deferred tax assets and liabilities as at 30 September 2014 and 31 December 2013 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 30 September 2014 | 31 December 2013 | 30 September 2014 | 31 December 2013 | |
| Difference between fair value and acquisition cost | 5,896,033 | 5,911,741 | 26,914,113 | 27,533,300 |
| Amortisation and Depreciation | 1,803,958 | 1,371,758 | 66,761,027 | 62,855,081 |
| Provisions and impairment losses not accepted for tax purposes | 34,994,173 | 38,828,805 | 639,053 | - |
| Write off of tangible and intangible assets | 2,290,442 | 3,663,000 | - | - |
| Valuation of hedging derivatives | 178,712 | 210,756 | 1,151,989 | 60,252 |
| Amortisation of Goodwill for tax purposes | - | - | 26,175,060 | 25,128,058 |
| Revaluation of tangible assets | - | - | 1,444,397 | 1,543,774 |
| Tax losses carried forward | 81,849,321 | 62,456,417 | - | - |
| Reinvested capital gains/(losses) | - | - | 1,413,631 | 1,512,257 |
| Tax Benefits | 3,855,055 | 4,464,928 | - | - |
| Others | 6,439,012 | 6,252,459 | 6,104,632 | 2,463,247 |
| 137,306,706 | 123,159,864 | 130,603,902 | 121,095,969 |
In accordance with the tax statements and tax estimates presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 September 2014 and 31 December 2013, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| 30 September 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets |
Time limit | Tax losses carried forward |
Deferred tax assets | Time limit | |
| With limited time use | ||||||
| Generated in 2008 | 1,227,219 | 282,260 | 2014 | 1,296,239 | 298,135 | 2014 |
| Generated in 2009 | 142,501 | 32,775 | 2015 | 145,240 | 33,405 | 2015 |
| Generated in 2010 | - | - | 2014 | 99,670 | 22,924 | 2014 |
| Generated in 2011 | 994,069 | 247,202 | 2015 | 1,199,591 | 294,472 | 2015 |
| Generated in 2012 | - | - | 2017 | 87,055 | 20,023 | 2017 |
| Generated in 2013 | - | - | 2018 | - | - | |
| Generated in 2014 | 43,316,136 | 9,962,710 | 2026 | - | - | |
| 45,679,925 | 10,524,947 | 2,827,795 | 668,959 | |||
| With a time limit different from the above mentioned (a) |
236,871,018 | 71,324,374 | 205,722,563 | 61,787,458 | ||
| 282,550,943 | 81,849,321 | 208,550,358 | 62,456,417 |
a) Includes, in 30 September 2014, 68 million euro (60 million euro in 31 December 2013) related to deferred tax assets for which the carry forward period count hasn´t started.
As at 30 September 2014 and 31 December 2013, deferred tax assets resulting from tax losses carried forward were assessed against each company's business plans, which are regularly updated, and available tax planning opportunities. Deferred tax assets have only been recorded to the extent that future taxable profits will arise which may be offset against available tax losses or against deductible temporary differences. This evaluation centered on the business plan of Sonae entities, which were reviewed and updated periodically and on the available and identified fiscal opportunities.
As at 30 September 2014 deferred tax assets related to tax losses generated in current and previous years, by Modelo Continente Hipermercados, S.A. Spanish Branch of Retail operating segment, amount to 65.7 million euro (57.9 million euro as at 31 December 2013). The mentioned tax losses can be recovered within the Income Tax Group established in Spain, according to Spanish law. Modelo Continente Hipermercados, S.A. Spanish Branch, as at 30 September 2014 and 31 December 2013, was the dominant entity within the group of companies taxed in accordance with the Spanish regime for taxing groups of companies. It is the understanding of The Board of Directors, based on existing business plans, that the mentioned deferred tax assets are fully recoverable.
As at 30 September 2014 there was tax losses carried forward, for which no deferred tax assets were recognized due to uncertainties of their future use. These may be summarized as follows:
| 30 September 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax credit | Time limit | Tax losses carried forward |
Deferred tax credit | Time limit | |
| With limited time use | ||||||
| Generated in 2008 | 7,969,612 | 1,833,011 | 2014 | 8,723,778 | 2,120,486 | 2014 |
| Generated in 2009 | 10,679,255 | 2,456,229 | 2015 | 10,226,350 | 2,404,541 | 2015 |
| Generated in 2010 | 11,187,572 | 2,573,141 | 2014 | 11,187,572 | 2,624,821 | 2014 |
| Generated in 2011 | 7,520,471 | 1,729,708 | 2015 | 7,520,472 | 1,784,165 | 2015 |
| Generated in 2012 | 11,599,479 | 2,667,880 | 2017 | 11,599,479 | 2,756,301 | 2017 |
| Generated in 2013 | 18,046,605 | 4,150,719 | 2018 | 17,313,620 | 4,036,044 | 2018 |
| Generated in 2014 | 6,010,896 | 1,382,506 | 2026 | - | - | |
| 73,013,890 | 16,793,194 | 66,571,271 | 15,726,358 | |||
| Without limited time use | 40,061,658 | 11,155,423 | 36,681,986 | 7,303,523 | ||
| With a time limit different from the above mentioned |
265,160,592 | 74,102,309 | 253,301,226 | 70,394,923 | ||
| 378,236,140 | 102,050,926 | 356,554,483 | 93,424,804 |
As at 30 September 2014 and 31 December 2013, Cash and cash equivalents can be detailed as follows:
| 30 September 2014 | 31 December 2013 | |
|---|---|---|
| Cash at hand | 7,378,199 | 7,547,903 |
| Bank deposits | 311,674,393 | 197,242,711 |
| Treasury applications | 163,058,744 | 161,518,304 |
| Cash and cash equivalents on the statement of financial position | 482,111,336 | 366,308,918 |
| Bank overdrafts (Note 19) | (41,019,965) | (439,462) |
| Cash and cash equivalents on the statement of cash flows | 441,091,371 | 365,869,456 |
Bank overdrafts are disclosed in the statement of financial position under current loans.
As at 30 September2014, the share capital, which is fully subscribed and paid for, is made up of 2,000,000,000 ordinary shares, which do not have the right to a fixed dividend, with a nominal value of 1 euro each.
On the 15th November 2007, Sonae Holding sold, 132,856,072 Sonae Holding shares directly owned by the Company. The shares were sold in a market operation at the unit price of 2.06 euro per share and resulted on a cash inflow (net of brokerage commissions) of 273,398,877 euro.
On the same date, Sonae Investments, BV, wholly owned by Sonae Holding entered into a derivative financial instrument - Cash Settled Equity Swap - over a total of 132,800,000 Sonae Holding shares, representative of 6.64% of its share capital.
This transaction has a strictly financial liquidation, without any duty or right for the Company or any of its associated companies in the purchase of these shares. This transaction allows Sonae Investments BV to totally maintain the economic exposure to the sold shares.
In this context, although legally all the rights and obligations inherent to these shares have been transferred to the buyer, Sonae Holding did not derecognize their own shares, recording a liability in the caption "Other current liabilities" (Note 23), according to the interpretation made by Sonae of the IAS 39, applied by analogy to own equity instruments, the derecognition of own shares is not allowed as Sonae maintains the risks and rewards arising on the instruments sold.
Consequently, Sonae maintains the deduction from equity amounting to the acquisition cost of the 132,800,000 shares (138,568,275 euro), and has accounted for the consideration received for the above mentioned sale of own shares in the caption "Other non-current liabilities" (273,568,000 euro).
Due to the detach of Sonae Capital SGPS, SA, on the 4th January 2008, demerger rights attributable to the 132,800,000 Sonae Holding shares subject to the above mentioned agreement, Sonae recognized an asset measured at its' fair value . This asset has not been derecognized as Sonae also entered into a Cash Settled Equity Swap over the Sonae Capital SGPS, SA shares, and therefore a liability was recognized.
From 2009 to 2013 Sonae Investments BV requested a partial cancellation of the Cash Settled Equity Swap for 10,719,496 Sonae Holding shares. Thereafter, the derivative financial instrument focused on 122,080,504 Sonae Holding shares.
On the 19th October 2010 Sonae Investments BV came to an agreement with the above mentioned financial institution to extend the maturity date of the Cash Settled Equity Swap over Sonae Holding shares. The renewal of the maturity date was made for 3 additional years, until November 2013, keeping the settlement mechanism as strictly financial. The Cash Settled Equity Swap, over Sonae Capital SGPS, SA shares, at maturity date, was not renewed, as so Sonae acquired 16,600,000 Sonae Capital SGPS, SA shares at fair value, which corresponded to the amount of the liability recorded at the settlement date, representative of 6.6% of its capital. During 2012 Sonae Capital shares were disposed. In November 2013 was carried further renewal for a further period of one year, keeping the other conditions unchanged.
Considering the operations mentioned above, the amount of the liability recorded amounts to 103,720,530 euro (Note 23) (103,289,056 euro as at 31 December 2013) reflecting the market value of Sonae Holding shares.
These liabilities are adjusted at the end of each month by the effect in Sonae Holding share price, as applicable, being recognized an asset/liability in order to present the right/obligation related to the cash settlement of the operation that resets monthly.
Additionally, the costs related to the "floating amount" based on Euribor 1 month are recognized in the income statement.
The value to get established on the basis of dividends distributed by Sonae is credited in equity to offset the charge of the distribution.
The number of shares taken into account to calculate earnings per share includes the shares referred to above as a deduction to the shares issued by the Company (Note 28).
As at 30 September 2014, the following entities held more than 20% of the subscribed share capital:
| Entity | % |
|---|---|
| Efanor Investimentos, SGPS, SA and affiliated | 52.48 |
The Movements in non-controlling interests during the periods ended as at 30 September 2014 and 2013 are as follows:
| 30 September 2014 | 30 September 2013 | |
|---|---|---|
| Opening balance as at 1 January | 344,325,829 | 349,901,121 |
| Dividends | (385,384) | (10,975,525) |
| Increased shareholding by acquisitions | (184,112,627) | (130,233,511) |
| Change in currency translation reserve | 544,691 | (1,773,627) |
| Obligation fulfilled by share attribution to employees | (775,482) | - |
| Change in the fair value of investments available for sale | - | (2,898,569) |
| Changes in hedge and fair value reserves | 58,079 | 11,704 |
| Decreased shareholding by disposals | 1,225,526 | - |
| Others | (1,259,758) | (951,002) |
| Profit for the period attributable to non-controlling interests | 1,936,484 | 136,639,757 |
| Closing balance | 161,557,358 | 339,720,348 |
On the 5th February 2014, Sonaecom made public the decision to launch a general and voluntary tender offer for the acquisition of shares representing the share capital of Sonaecom.
The offer was general and voluntary, with the offered obliged to acquire all the shares that were the object of the offer and were, until the end of the respective period, subject to valid acceptance by the recipients.
The period of the offer, during which sales orders were received, ran for two weeks, beginning on the 6th February and ending on the 19th February 2014.
On the 20th February 2014, the results of the offer were released. The level of acceptance reached 62%, corresponding to 54,906,831 Sonaecom shares. During 2014 Sonaecom reduced its capital by 136 million as a result of the extinction of the own shares acquired (54,906,831 shares) and reduction of the nominal value of the remaining shares of capital stock of the of Sonaecom 1 euro to 0.74 euro per share, resulting in an increase in the percentage of ownership of the Group and consequently a significant reduction of non-controlling interest, included in the above table in the caption " Increased shareholding by acquisitions " in the period ending 30 September 2014.
As a return for the own shares acquired in this General Public Offer and Voluntary process Sonaecom delivered 26,476,792 shares representing the share capital of NOS which were recorded in the balance sheet by 141,650,837 euro (Note 12) and the amount of 19,632 euro in cash.
| 30 September 2014 | 31 December 2013 | |||
|---|---|---|---|---|
| Outstanding amount | Outstanding amount | |||
| Current | Non current | Current | Non current | |
| Bank loans | ||||
| Sonae, SGPS, SA / 2012 | 1,961,683 | - | 1,961,683 | - |
| Sonae, SGPS, SA / 2012/2015 | 75,000,000 | - | - | 75,000,000 |
| Sonae, SGPS, SA - commercial paper | - | 135,000,000 | - | 20,000,000 |
| Sonae Investimentos, SGPS,SA - commercial paper | 65,000,000 | 70,000,000 | 32,500,000 | 65,000,000 |
| Sonae Holding affiliated /2014/2017 | - | 20,000,000 | - | - |
| Sonae Investimentos affiliated /2011/2026 | 20,000,000 | 35,000,000 | 20,000,000 | 45,000,000 |
| MDS, SGPS, SA - commercial paper | 4,500,000 | 15,750,000 | 2,500,000 | 15,700,000 |
| MDS SGPS, SA affiliated / 2011/2016 | 7,462,350 | 5,353,425 | 3,530,206 | 12,125,491 |
| Others | 3,471,531 | 10,877,169 | 4,925,194 | 9,429,115 |
| 177,395,564 | 291,980,594 | 65,417,083 | 242,254,606 | |
| Bank overdrafts (Note 16) | 41,019,965 | - | 439,462 | - |
| Up-front fees beard with the issuance of borrowings | (341,638) | (265,993) | (64,638) | (1,090,766) |
| Bank loans | 218,073,891 | 291,714,601 | 65,791,907 | 241,163,840 |
| Bonds | ||||
| Bonds Sonae SGPS / 2007/2014 | - | - | 150,000,000 | - |
| Bonds Sonae SGPS / 2007/2015 | 250,000,000 | - | - | 250,000,000 |
| Bonds Continente -7% /2012/2015 | 197,352,166 | - | - | 200,000,000 |
| Bonds Sonae Investments BV/ 2014/2019 | - | 210,500,000 | - | - |
| Bonds Sonae Investimentos SGPS / 2007/2015 | 200,000,000 | - | - | 200,000,000 |
| Bonds Sonae Investimentos SGPS / 2007/2015 | 155,000,000 | - | - | 155,000,000 |
| Bonds Sonae Investimentos SGPS / 2009/2014 | - | - | 10,000,000 | - |
| Bonds Sonae Investimentos SGPS/ 2012/2017 | - | 170,000,000 | - | 170,000,000 |
| Bonds Sonae Investimentos SGPS/ 2013/2018 | - | 50,000,000 | - | 50,000,000 |
| Sonae Investimentos SGPS/2013-EUR 75 M.Floating R.Notes 2018 |
- | 75,000,000 | - | 75,000,000 |
| Bonds Sonae SGPS/ 2014/2018 | - | 60,000,000 | - | - |
| Bonds Sonae SGPS/ 2014/2020 | - | 50,000,000 | - | - |
| Bonds Sonaecom SGPS/ 2013/2016 | - | - | - | 20,000,000 |
| Conversion option | - | (22,002,431) | - | - |
| Up-front fees beard with the issuance of borrowings | (1,736,694) | (6,233,162) | (37,642) | (6,600,100) |
| Bonds | 800,615,472 | 587,264,407 | 159,962,358 | 1,113,399,900 |
| 23,261 | 36,910 | 33,466 | 53,936 | |
| Derivative instruments (Note 20) | 598,197 | - | 3,836,167 | - |
| Other loans Obligations under finance leases |
621,458 3,461,271 |
36,910 6,084,246 |
3,869,633 4,314,843 |
53,936 7,980,489 |
| 1,022,772,092 | 885,100,164 | 233,938,741 | 1,362,598,165 |
In September 2014 a subsidiary of Sonae SGPS, SA issued bonds that are convertible into Sonae shares already issued and fully subscribed or to be the subject of further issue.
The bonds were issued at par in a nominal amount of 100,000 euro per bond, with a maturity of 5 years, and will pay a fixed coupon of 1.625% per annum, payable semi-annually in arrears.
The bonds will be redeemable at par at maturity. The Issuer will have the right to redeem all outstanding bonds at par plus accrued interest on or after the third anniversary following the issue of the bonds if the aggregate value of the shares per bond for a specified period of time exceeds 130% of the nominal amount of the bonds or if 85% or more of the bonds initially issued shall have been converted, redeemed or purchased and cancelled.
In this context Sonae registered the convertible bond for the amount of 188,187,000 euro, deducted by the fair value of the conversion option into Sonae SGPS shares, in the amount of 22,313,000 euro. This amount is recorded in the caption "Fair value reserve" in equity. The average interest rate at 30 September 2014 of bonds and loans was of 3.07% (3.19% on 31 December 2013). Most bonds and bank loans bear interests at variable interest rates indexed to Euribor.
At 30 September 2014, Sonae has agreed lines of credit and commercial paper amounting to 1,214 million euro, out of which 377 million euro with firm commitments with maturity not exceeding 1 year and 534 million euro with firm commitments with maturity over 1 year.
Under the above mentioned lines of credit and commercial paper programs with firm commitments, Group had 597 million euro credit facilities available to meet its liquidity requirements.
The derivative instruments are recorded at fair value (Note 20).
The loans nominal value has the following maturities:
| 30 September 2014 | 31 December 2013 | |
|---|---|---|
| N+1 a) | 1,024,252,227 | 230,204,854 |
| N+2 | 85,644,425 | 953,858,993 |
| N+3 | 160,652,855 | 159,231,129 |
| N+4 | 136,198,133 | 99,897,102 |
| N+5 | 430,589,569 | 149,488,617 |
| After N+5 | 100,516,768 | 7,813,190 |
| 1,937,853,977 | 1,600,493,885 |
a) Includes the amounts drawn under commercial paper programs.
The maturities above were estimated in accordance with the contractual terms of the loans, and taking into account Sonae' s best estimated regarding their reimbursement date.
Sonae uses exchange rate derivatives, essentially to hedge future cash flows.
Thus Sonae entered into several exchange rate "forwards" and options in order to manage its exchange rate exposure.
As at 30 September 2014, there are no exchange rate derivatives which haven´t been considered heading instruments. The fair value of exchange rate derivatives hedging instruments, calculated based on present market value of equivalent financial instruments of exchange rate, is 598,197 euro as liabilities and assets as 5,042,285 euro (1,415,143 euro as liabilities and 35,999 euro as assets as at 31December 2013).
The determination of the fair value of these financial instruments was made taking into account the present value at statement of financial position date of the forward settlement amount in the maturity date of the contract. The settlement amount considered in the valuation, is equal to the currency notional amount (foreign currency) multiplied by the difference between the contracted forward exchange rate and the forward exchange market rate at that date as at the valuation date.
Losses in the period arising from changes in the fair value of instruments that do not qualify for hedging accounting treatment were recorded directly in the income statement in the captions "Financial income" or "Financial expenses".
Gains and losses for the year associated with the change in market value of derivative instruments are recorded under the caption "Hedging reserve" when considered cash flow hedging and when considered as fair value hedging are recorded under the caption "Financial income" or " Financial expenses". The change in fair value of derivative instruments when considered speculation is recorded in the income statement under "Other Costs".
As at 30 September 2014, Sonae has not hired hedging instruments that refer to swaps and interest rate options ("cash flow hedges"). These were negotiated to hedge the interest rate risk of loans. As at 31 December 2013 the covered amount by this type of financial derivatives was 150,000,000 euro. The net fair value of these derivatives amounts to -2,421,024 euro.
The derivatives were valuated considering the estimated future cash-flows, assuming that the cancellation options by the counterparties would be exercised when the forward interest rates are higher than the established fixed interest rate. Sonae intends to keep these derivatives until their maturity date, therefore, this valuation is considered to be the most appropriate to estimate the future cash flow of these instruments, as confirmed during 2014.
These interest rate derivatives are valued at fair value, at the statement of financial position date, based on valuations performed by Sonae using specific software and on external valuations when this software does not deal with specific instruments. The fair value of swaps was computed, as at the statement of financial position date, based on the discounted cash flow of the difference between the fixed interest rate of the fixed leg and the indexed variable interest rate inherent to the variable leg. The calculation of the fair value of options was based on the "Black-Scholes" and similar models. The estimation of future cash flows is made on the basis of quotations forward market curve are implicit in, and the respective discount to the present, is accomplished using the higher interest rate curve is representative of the market, based on information from credible sources provided by Bloomberg, amongst others. Comparative quotes from financial institutions for specific instruments or similar, are used as a benchmark for evaluation. This analysis assumes that all other variables remain constant.
As at 30 September 2014 no contracts existed related to interest rate and exchange rate derivatives at the same time.
| Assets | Liabilities | ||||
|---|---|---|---|---|---|
| Hedging derivatives | 30 September 2014 | 31 December 2013 | 30 September 2014 | 31 December 2013 | |
| Exchange rate | 5,042,285 | 35,999 | 598,197 | 1,415,143 | |
| Interest rate | - | - | - | 2,421,024 | |
| 5,042,285 | 35,999 | 598,197 | 3,836,167 |
| 30 September 2014 | 31 December 2013 | |
|---|---|---|
| Shareholders loans | 13,577,424 | 13,298,924 |
| Fixed assets suppliers | 1,589,208 | 1,626,708 |
| Deferral of the disposal of the extended warranties | 37,760,368 | 25,679,570 |
| Other non-current liabilities | 3,204,575 | 3,210,995 |
| Accruals and deferrals | 8,918,016 | 7,431,684 |
| Other non-current liabilities | 65,049,591 | 51,247,881 |
The caption "Shareholders loans" relates to loans in affiliated undertakings in the Retail and Investment Management operating segments. These liabilities do not have a defined vesting date and bear interests at variable market rates.
In 2014 and previous years, Sonae in accordance with the remuneration policy described in the corporate governance report of 2013, granted deferred performance bonuses to its directors and eligible employees. These are either based on shares to be acquired at nil cost or with discount, three years after they were attributed to the employee, or based on share options with the period price equal to the share price at the grant date, to be exercised three years later. In both cases, the acquisition can be exercised during the period commencing on the 3rd year of the grant date and the end of that year.
As at 30 September 2014, all Sonae SGPS share plans responsibilities are accounted in the statement of financial position under "other reserves" and in the Profit and Loss statement under caption "staff costs". They are recognized at the shares fair value on the grant date, concerning the 2014, 2013 and 31 December 2012. Share-based payments costs are recognized on a straight line basis between the grant and the settlement date.
On the 10th March 2014, Sonaecom shares plans were fully converted into Sonae SGPS shares. This conversion was based on the terms set out in tender offer for the general and voluntary acquisition of own shares on the 20th February 2014, referred to in Note 18 to determinate the fair value of Sonaecom plans, and based on the price of shares Sonae SGPS. In this way, each Sonaecom share corresponded to 0.48228346 shares NOS.
The conversion of the plans was based Sonaecom / Sonae SGPS implied ratio arising from the tender offer (1 Sonaecom Share – approximately 2.05 Sonae SGPS shares).
As at 30 September 2014 and 31 December 2013, the number of attributed shares related to the assumed responsibilities arising from share based payments, which have not yet vested, can be detailed as follows:
| Number of shares | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Number of participants | Share price on date of assignment |
30 September 2014 | 31 December 2013 | ||||||
| Grant year | Vesting year | Sonae SGPS | Sonaecom | Sonae SGPS | Sonaecom | Sonae SGPS | Sonae SGPS | Sonaecom | |
| Shares | |||||||||
| 2011 | 2014 | 55 | 44 | 0.811 | 1.399 | - | 3,984,562 | 477,778 | |
| 2012 | 2015 | 72 | 22 | 0.401 | 1.256 | 7,723,525 | 6,648,312 | 540,805 | |
| 2013 | 2016 | 77 | 24 | 0.701 | 1.505 | 5,133,890 | 3,471,375 | 406,903 | |
| 2014 | 2017 | 261 | - | 1.199 | 1.258 | 4,457,260 | - | - | |
| Total | 17,314,675 | 14,104,249 | 1,425,486 |
As at 30 September 2014 and 31 December 2013, the movements on the above mentioned share based plans were the following:
| Sonae Shares | Sonaecom Shares | ||||
|---|---|---|---|---|---|
| Aggregate number of participants |
Number of Shares | Aggregate number of participants |
Number of Shares | ||
| Closig balance as at 31 December 2013 | 181 | 14,104,249 | 135 | 1,425,486 | |
| Grant | 283 | 4,651,005 | - | - | |
| Vesting | (117) | (4,516,138) | - | - | |
| Converted | 135 | 2,923,738 | (135) | (1,425,486) | |
| Canceled / extinct / corrected / transferred (1) | 46 | 1,038,098 | - | - | |
| Canceled / extinct / corrected / transferred (1) | (72) | (886,277) | - | - | |
| Closig balance as at 30 September 2014 | 456 | 17,314,675 | - | - |
(1) Corrections are made on the basis of the dividend paid and the changes of share capital and other equity adjustments.
As at 30 September 2014 and 31 December 2013, the fair value of total liabilities on the date of allocation arising from share-based payments, which have not yet vested, may be summarized as follows:
| Fair value * | |
|---|---|
| 30 September 2014 31 December 2013 |
|
| Grant year Vesting year Sonae SGPS Sonae SGPS Sonaecom |
|
| 2011 2014 - 3,831,488 |
212,649 |
| 2012 2015 8,063,843 3,487,040 |
269,234 |
| 2013 2016 3,378,839 606,912 |
47,778 |
| 2014 2017 1,279,234 - |
- |
| Total 12,721,916 7,925,440 |
529,661 |
* Share market value as of 30 September 2014 and 31 December 2013.
As at 30 September 2014 and 31 December 2013 the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which has not yet vested:
| 30 September 2014 | 31 December 2013 | |
|---|---|---|
| Recorded in staff costs | 3,412,134 | 3,547,677 |
| Recorded in previous years | 4,971,676 | 2,928,998 |
| 8,383,810 | 6,476,675 | |
| Recorded in other liabilities | 2,073,889 | 592,658 |
| Recorded value in Other reserves | 6,309,921 | 5,884,017 |
| 8,383,810 | 6,476,675 | |
As at 30 September 2014 and 31 December 2013, "Trade creditors and other current liabilities" were made up as follows:
| 30 September 2014 | 31 December 2013 | |
|---|---|---|
| Trade creditors | 1,063,300,176 | 1,162,317,682 |
| Taxes payable | 74,075,002 | 55,757,125 |
| Other creditors | ||
| Fixed asset suppliers | 29,967,057 | 140,215,384 |
| Related undertakings | 110,025 | - |
| Other debts | 166,832,265 | 173,098,204 |
| 196,909,347 | 313,313,588 | |
| Other current liabilities | ||
| Tangible assets accrued costs | 10,387,193 | 5,090,656 |
| Holiday pay and bonuses | 118,398,297 | 106,440,174 |
| Interests payable | 14,801,108 | 15,321,429 |
| Invoices to be issued | 3,290,869 | 2,252,529 |
| Marketing expenses | 9,506,320 | 14,853,351 |
| Other external supplies and services | 41,039,315 | 41,371,260 |
| Advance receipts from trade receivables | 7,656,332 | 10,813,245 |
| Accrued income - rents | 6,647,377 | 4,207,271 |
| Others | 19,058,119 | 14,318,679 |
| 230,784,930 | 214,668,594 | |
| 1,565,069,455 | 1,746,056,989 | |
The caption "Other debts" includes the amount of 103,720,530 euro (103,289,056 euro as at 31 December 2013) concerning at fair value of shares Sonae Holding covered by financial derivative referred to in Note 17.
As at 31 December 2013, the caption "Suppliers of fixed assets" included the amount of 102,095,077 euro relating to an agreement with a subsidiary of France Telecom ("FT - Orange") on the transfer of 20% of equity of Sonaecom SGPS, SA to Sonae SGPS, SA. This account payable is accounted for at its discounted amount (to be paid on August 2014).
The movement in "Provisions and impairment losses" during nine month period ended at 30 September 2014 and 2013 were as follows:
| Caption | Balance as at 1 January 2014 |
Changes in perimeter |
Increase | Decrease | Balance as at 30 September 2014 |
|---|---|---|---|---|---|
| Accumulated impairment losses on investments (Notes 6 and 12) |
2,358,392 | - | 6,091,426 | (2,101,337) | 6,348,481 |
| Impairment losses on fixed tangible assets | 152,883,610 | - | - | (5,989,686) | 146,893,924 |
| Impairment losses on intangible assets | 1,497,119 | - | - | (18) | 1,497,101 |
| Accumulated impairment losses on trade account receivables and other debtors (Note 14) |
21,486,090 | 1,353,410 | 1,485,068 | (1,719,069) | 22,605,499 |
| Accumulated impairment losses on inventories | 32,667,082 | - | - | (3,164,105) | 29,502,977 |
| Non current provisions | 50,659,919 | - | 1,249,059 | (17,246,297) | 34,662,681 |
| Current provisions | 2,828,507 | - | 6,293 | (4,250) | 2,830,550 |
| 264,380,719 | 1,353,410 | 8,831,846 | (30,224,762) | 244,341,213 |
| Caption | Balance as at 1 January 2013 |
Increase | Decrease | Discontinuing operations |
Balance as at 30 September 2013 |
|---|---|---|---|---|---|
| Accumulated impairment losses on investments | 1,187,115 | - | (1,707) | - | 1,185,408 |
| Impairment losses on fixed tangible assets | 1,496,933 | 123,900,000 | - | - | 125,396,933 |
| Accumulated impairment losses on other non-current assets |
1,000,000 | - | - | - | 1,000,000 |
| Accumulated impairment losses on trade account receivables and other debtors |
101,205,188 | 21,930,905 | (28,820,020) | (73,162,600) | 21,153,473 |
| Accumulated impairment losses on inventories | 47,538,542 | - | (5,113,980) | (2,303,630) | 40,120,932 |
| Non current provisions | 114,470,445 | 14,354,670 | (37,714,515) | (35,224,237) | 55,886,363 |
| Current provisions | 2,426,809 | 15,783,979 | (764,051) | - | 17,446,737 |
| 267,828,099 | 175,969,554 | (72,414,273) | (110,690,467) | 262,189,846 |
| 30 September 2014 | 31 December 2013 | ||
|---|---|---|---|
| Technical provisions on reinsurance | 9,633,272 | 18,116,091 | |
| Future liabilities relating to subsidiaries of retail in | 11,774,770 | 13,470,170 | |
| Brazil sold | |||
| Clients guarantees | 9,505,338 | 13,890,215 | |
| Judicial claims | 1,829,337 | 2,592,579 | |
| Others | 4,750,514 | 5,419,371 | |
| 37,493,231 | 53,488,426 |
Impairment losses are deducted from the book value of the corresponding asset.
As at 30 September 2014 and 31 December 2013, major contingent liabilities were guarantees given and can be detailed as follows:
| 30 September 2014 | 31 December 2013 | |
|---|---|---|
| Guarantees given: | ||
| on tax claims | 915,631,288 | 853,320,334 |
| on judicial claims | 356,420 | 211,268 |
| on municipal claims | 6,378,443 | 6,284,639 |
| contract by proper compliments | 19,463,645 | 19,829,236 |
| other guarantees | 5,742,902 | 3,531,287 |
The main tax claims were bank guarantees given or sureties as follows:
discounts correspond to services rendered by the company. Tax authorities also claim that the company should not have deducted VAT from discount vouchers used by its non-corporate clients;
The caption guarantees given on tax claims include guarantees granted, in the amount of 83.9 million euro, in favor of Tax authorities regarding 2007, 2008, 2009 and 2010. Concerning these guarantees, the most significant amount relates to an increase in equity arising on the disposal of own shares to a third party in 2007, as well as to the disregard of the reinvestment concerning capital gains in share disposal, and the fact that demerger operations must be disregarded for income tax purposes. The Company has presented an appeal against this additional tax claim, being the Board of Directors understanding, based on its advisors assessment, that such appeal will be favorable;
Sureties in the amount of, approximately, 60 million euro as a result of a tax appeal presented by the Company concerning an additional tax assessment by Tax authorities, relating to 31 December 2005, following the correction of taxable income for corresponding to a prior cover tax losses accumulated by the subsidiary, which has been brought to the cost of participation, moreover, as is understanding already signed by the Tax Administration itself, and now understood that in this case should not consider the amount of the cost of participation , thus including cover losses upon liquidation of the subsidiary company;
Sureties in the amount of, approximately 50 million euro, following a tax appeal presented by the Company concerning additional tax assessments made by Tax authorities, relating to 31 December 2002, which refer to the non-acceptance by Tax authorities of tax losses arising on the sale and liquidation of a subsidiary of the Group;
Fiscal lawsuit related to rent tax, concerning a subsidiary of the Company in Brazil, in the amount of, approximately, 21.3 million euro (65.6 million Brazilian real), which is being judged by a tax court, for which there were granted guarantees in the amount of 41.5 million euro (127.9 million Brazilian real). The difference between the value of the contingency and the value of the guarantee relates with the update of the related responsibility.
b) Contingent liabilities related to tax claims paid under regularization programs of tax debts
Within the framework of regularization of tax debts to Tax Authorities, (Outstanding Debts Settlement of Tax and Social Security - Decree of Law 151-A/2013 e Decree of Law 248-A), the Group made tax payments in the amount of, approximately, 28 million euro, having the respective guarantees been eliminated. The related tax appeals continue in courts, having the maximum contingencies been reduced through the elimination of fines and interests related with these tax assessments.
As permitted by law, the Group maintains the legal proceedings, in order to establish the recovery of those amounts.
In addition to the previously disclosed guarantees, as a consequence of the sale of a subsidiary in Brazil, Sonae guaranteed to the buyer of the subsidiary all the losses incurred by that company arising on unfavorable decisions not open for appeal, concerning tax lawsuits on transactions that took place before the sale date (on the 13rd December 2005) and that exceed 40 million euro. On the 30th September 2014, the amount claimed by the Brazilian Tax Authorities, concerning the tax lawsuits still in progress, which the company's lawyers assess as having a high probability of loss, plus the amounts already paid (28.3 million euro) related to programs for the Brazilian State of tax recovery, amount to near 37.8 million euro (37.8 million euro on the 31st December 2013). Furthermore, there are other tax assessments totaling 61.3 million euro (61.3 million euro on the 31st December 2013) for which the Board of Directors, based on its lawyers' assessment, understands will not imply future losses to the former subsidiary;
It was not created any provision to cover possible risks related to events/disputes for which guarantees were given for being understanding of the Board of Directors that the resolution of these events / disputes without loss to Sonae.
Balances and transactions with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | ||||
|---|---|---|---|---|---|
| Transactions | 30 September 2014 | 30 September 2013 | 30 September 2014 | 30 September 2013 | |
| Parent Company Jointly controlled companies Associated companies Other related parties |
117,544 14,390,647 23,393,128 47,318,174 85,219,493 |
116,801 8,816,500 23,157,216 48,057,535 80,148,052 |
563,600 37,241,159 766,171 15,151,478 53,722,408 |
470,978 25,837,467 886,304 13,230,042 40,424,791 |
|
| Interest income | Interest expenses | ||||
| Transactions | 30 September 2014 | 30 September 2013 | 30 September 2014 | 30 September 2013 | |
| Parent Company Jointly controlled companies Associated companies Other related parties |
- 279,129 - - 279,129 |
- 1,864,321 13,670 167 1,878,158 |
45,542 36,492 - 324,841 406,875 |
31,438 1,833,692 - 429,938 2,295,068 |
|
| Accounts receivable | Accounts payable | ||||
| Balances | 30 September 2014 | 31 December 2013 | 30 September 2014 | 31 December 2013 | |
| Parent Company Jointly controlled companies Associated companies Other related parties |
17,496 9,254,065 2,965,550 15,529,403 27,766,514 |
51,445 32,554,816 6,612,647 14,510,202 53,729,110 |
538,408 12,888,681 69,784 7,818,403 21,315,276 |
767,433 17,795,118 364,066 7,475,633 26,402,250 |
|
| Loans | |||||
| Obtained | Granted | ||||
| Balances | 30 September 2014 | 31 December 2013 | 30 September 2014 | 31 December 2013 | |
| Jointly controlled companies Other related parties |
- 13,059,789 13,059,789 |
- 13,383,628 13,383,628 |
7,750,000 - 7,750,000 |
8,599,429 3,570 8,602,999 |
The caption "other related parties" includes, Sonae Indústria, SGPS, SA and Sonae Capital, SGPS, SA affiliated, associated and jointly controlled companies, and also other shareholders of affiliated companies or jointly controlled companies of Sonae, as well as other affiliated companies of the parent company Efanor Investimentos, SGPS, SA.
The Income Taxes" recognized in the periods ended as at 30 September 2014 and 2013, are detailed as follows:
| 30 September 2014 | 30 September 2013 | |
|---|---|---|
| Current tax | 18,037,889 | 17,637,567 |
| Deferred tax | (5,879,743) | (6,339,197) |
| 12,158,146 | 11,298,370 |
| 30 September 2014 | 30 September 2013 | ||
|---|---|---|---|
| Net profit | Continuing Operations | Continuing Operations |
Discontinued Operations |
| Net profit taken into consideration to calculate basic earnings per share (consolidated profit for the period) |
95,181,730 | (103,120,098) | 385,725,550 |
| Effect of dilutive potential shares | - | - | - |
| Interest related to convertible bonds (net of tax) | - | - | - |
| Net profit taken into consideration to calculate diluted earnings per share | - 95,181,730 |
- (103,120,098) |
- 385,725,550 |
| Number of shares | |||
| Weighted average number of shares used to calculate basic earnings per share | 1,873,690,591 | 1,873,392,761 | 1,873,392,761 |
| Effect of dilutive potential ordinary shares from convertible bonds | - | - | - |
| Outstanding shares related with share based payments | 17,314,675 | 12,698,981 | 12,698,981 |
| Shares related to performance bonus that can be bought at market price | (3,527,926) | (3,695,492) | (3,695,492) |
| Weighted average number of shares used to calculate diluted earnings per share | 1,887,477,340 | 1,882,396,250 | 1,882,396,250 |
| Earnings per share | |||
| Basic | 0.050799 | (0.055045) | 0.205897 |
| Diluted | 0.050428 | (0.054781) | 0.204912 |
In the Shareholders Annual General Meeting held on the 30th April 2014, the payment of a gross dividend of 0.0348 euro per share (0.0331 euro per share in 2013) corresponding to a total value of 69,600,000 euro (66,200,000 euro in 2013) was approved.
Sonae is mostly a retail company with two major partnerships in the areas of Shopping Centres (Sonae Sierra) and Telecommunications (NOS).The following operating segments were identified:
In retail, the group has three segments:
Sonae MC is a food retail unit, operating 470 stores and 123 stores operated under franchise and joint venture agreements under Continente, Continente Modelo, Continente Bom Dia, Meu Super business concepts and even some adjacent business concepts Bom Bocado, note! and Wells
Sonae SR is a specialised retail unit, with a presence in the electronics, sports and fashion market operating 518 stores and 63 stores operated under franchise agreements under the Worten, Sport Zone, MO and Zippy business concepts.
Sonae RP is a retail real estate unit which actively manages properties of Sonae, composed principally of stores operating under the brand Continente and under other brands of Sonae SR.
The Investment Management operating segment includes a company that operates in the retail DIY products, building and garden (Maxmat), a travel agency (Geostar), insurance brokers (MDS) as well as companies of software and information systems (WedoTechnologies, Saphety, Mainroad and Bizdirect) and a newspaper (Publico).
These operating segments have been identified taking into consideration that each of these segments have separate identifiable revenues and costs, separate financial information is produced, and its operating results are reviewed by management on which it makes decisions.
Sonae's reportable segment information regarding the income statement in accordance with IFRS 8 can be analysed as follows:
| Turnover | 30 September 2014 | Inter-segment income |
30 September 2013 |
Inter-segment income |
||||
|---|---|---|---|---|---|---|---|---|
| Sonae MC | 2,537,121,820 | (4,865,844) | 2,491,722,101 | (3,071,512) | ||||
| Sonae SR | 913,255,504 | (20,668,291) | 827,065,933 | (18,884,599) | ||||
| Sonae RP | 94,507,337 | (73,568,314) | 92,589,990 | (81,965,573) | ||||
| Investment management | 186,323,746 | (20,822,746) | 164,180,303 | (9,138,985) | ||||
| Other, eliminations and adjustments | (121,122,543) | (120,000) | (108,500,278) | (80,000) | ||||
| Total consolidated | 3,610,085,864 | (120,045,195) | 3,467,058,049 | (113,140,669) | ||||
| Depreciation and amortisation Provisions and impairment losses |
EBIT | |||||||
| 30 September 2014 | 30 September 2013 | 30 September 2014 | 30 September 2013 | 30 September 2014 | 30 September 2013 | |||
| Sonae MC Sonae SR |
62,829,513 32,247,314 |
62,393,202 43,580,828 |
963,871 468,955 |
1,225,689 9,916,169 |
104,591,880 (44,324,476) |
120,718,211 (73,597,329) |
||
| Sonae RP | 21,789,239 | 22,910,103 | - | - | 64,724,124 | 60,620,392 | ||
| Investment management | 9,895,609 | 11,130,804 | 115,612 | 762,214 | 7,629,332 | (3,798,440) | ||
| Other, eliminations and adjustments (1) | 348,771 | - | - | 390,359 | 29,002,327 | 48,587,562 | ||
| Total direct consolidated | 127,110,446 | 140,014,937 | 1,548,438 | 12,294,431 | 161,623,187 | 152,530,396 | ||
| Net financial expenses (2) | Income tax (2) | |||||||
| 30 September 2014 | 30 September 2013 | 30 September 2014 | 30 September 2013 | |||||
| Retail businesses | (50,645,009) | (52,743,030) | 13,976,065 | 7,538,031 | ||||
| Investment management | (1,481,721) | (6,599,385) | 69,374 | 2,298,383 | ||||
| Holding (1) | (5,518,931) | (5,430,600) | (1,887,293) | 1,461,956 | ||||
| Total consolidated | (57,645,661) | (64,773,015) | 12,158,146 | 11,298,370 |
| Investment (CAPEX) | Net invested capital | ||||
|---|---|---|---|---|---|
| 30 September 2014 | 30 September 2013 | 30 September 2014 | 31 December 2013 | ||
| Sonae MC | 62,438,636 | 69,837,533 | 533,027,808 | 476,722,790 | |
| Sonae SR | 40,684,404 | 17,851,050 | 162,240,778 | 100,910,578 | |
| Sonae RP | 18,812,327 | 22,260,700 | 1,218,967,084 | 1,253,629,991 | |
| Investment management | 11,927,183 | 73,031,686 | 155,941,519 | 148,105,153 | |
| Other, eliminations and adjustments (1) | 146,499,008 | 108,558,869 | 1,138,581,644 | 1,148,007,447 | |
| Total consolidated | 280,361,558 | 291,539,838 | 3,208,758,833 | 3,127,375,959 | |
| Total net debt (2) (3) | |||||
|---|---|---|---|---|---|
| 30 September 2014 | 31 December 2013 | ||||
| Retail businesses | 800,135,191 | 749,628,495 | |||
| Investment management | 64,642,525 | 56,363,559 | |||
| Holding (1) | 549,381,063 | 413,272,470 | |||
| Total consolidated | 1,414,158,779 | 1,219,264,524 |
(1) Includes Sonae Individual accounts;
(2) These captions are accompanied by management in a more aggregated form, and not allocated to individual operating segments identified above;
(3) Includes shareholder loans and excluding inter-segment securitized debt.
| Turnover | EBIT | ||||
|---|---|---|---|---|---|
| 30 September 2014 | 30 September 2013 | 30 September 2014 | 30 September 2013 | ||
| Inter-segment income Contributos das empresas não incluídas nos |
(120,045,195) (1,077,348) |
(113,140,669) 4,066,168 |
- (7,300,159) |
- (1,965,346) |
|
| segmentos Equity method |
- | - | 34,559,830 | 41,479,256 | |
| Others | - | 574,223 | 1,742,656 | 9,073,652 | |
| Other, eliminations and adjustments | (121,122,543) | (108,500,278) | 29,002,327 | 48,587,562 | |
| Investment | Invested capital | ||||
|---|---|---|---|---|---|
| 30 September 2014 | 30 September 2013 | 30 September 2014 | 31 December 2013 | ||
| Inter-segment balances | 2,079,478 | - | 59,907,467 | 14,233,065 | |
| Increase of participation in Sonaecom (Note 18) | 144,419,530 | 108,558,869 | - | - | |
| Investment in associated companies and joint ventures (Note 6) |
- | - | 1,175,725,332 | 1,144,792,015 | |
| Cash settled equity swap (4) | - | - | (103,720,530) | (103,289,056) | |
| Debt to France Télécom-Orange (Note 23) | - | - | - | (102,095,077) | |
| Others eliminations and adjustments | - | - | 6,669,375 | (8,075,850) | |
| Other, eliminations and adjustments | 146,499,008 | 108,558,869 | 1,138,581,644 | 1,148,007,447 | |
(4) Financial Instrument reported in Note 23.
All performance measures are reconciled to the financial statements in Note 31.
Net Invested capital = Total net debt + total shareholder funds;
Net debt = Bonds + bank loans + other loans + shareholder loans + financial leases - cash, bank deposits, current investments, excluding the participation of 2.14% in NOS, and other long term financial applications;
Other eliminations and adjustments = Intra-groups + consolidation adjustments + contributions from other companies not included in the disclosed segments by do not fit in any reportable segment, ie are included in addition to Sonae SGPS companies identified as "Others" in Note 5.
Investments (CAPEX) = Investments in tangible and intangible assets and investments in acquisitions.
In the Management Report, and for the purposes of calculating financial indicators as EBIT, EBITDA and underlying EBITDA the consolidated income statement is divided between Direct Income and Indirect Income.
The Indirect Income includes the contribution of Sonae Sierra, net of taxes that result from: (i) valuation of investment properties; (ii) gains (losses) with the sale of financial investments, joint ventures or associates; (iii) impairment losses relating to non-current assets (including goodwill) and (iv) provisions for assets at risk. Additionally and with regard to the portfolio of Sonae: (i) impairment of real estate assets for retail, (ii) decreases in goodwill, (iii) provisions (net of tax) for possible future liabilities, and impairments related to noncore investments, businesses and discontinued assets (or to be discontinued / repositioned), (iv) valuation results based on the methodology "mark-to-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues. The value of EBITDA is only calculated in the direct income component, excluding the indirect contributions.
The reconciliation between consolidated income and direct-indirect income for the periods ended 30 September 2014 and 2013 can be summarised as follows:
| 30 September 2014 | 30 September 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Consolidated accounts |
Indirect income | Direct income | Consolidated accounts |
Adjustments pro forma basis (g) |
Indirect income | Direct income | ||
| Turnover | 3,610,085,864 | - | 3,610,085,864 | 3,467,058,049 | - | - | 3,467,058,049 | |
| Investment income | ||||||||
| Dividends | 1,621,915 | 1,321,885 | 300,030 | 93,392 | - | - | 93,392 | |
| Others | 6,943,776 | - | 6,943,776 | (32,094) | - | - | (32,094) | |
| Other income | ||||||||
| Impairment losses reversal | 1,607,244 | - | 1,607,244 | 5,629,187 | - | - | 5,629,187 | |
| Others | 382,386,771 | - | 382,386,771 | 301,797,224 | - | - | 301,797,224 | |
| Total income | 4,002,645,570 | 1,321,885 | 4,001,323,685 | 3,774,545,758 | - | - | 3,774,545,758 | |
| Total expenses | (3,739,955,524) | - | (3,739,955,524) | (3,511,091,858) | - | - | (3,511,091,858) | |
| Depreciation and amortisation | (127,110,446) | - | (127,110,446) | (140,014,937) | - | - | (140,014,937) | |
| Non-recurring impairment losses over inventories | (4,736,646) | - | (4,736,646) | - | - | - | - | |
| Provisions and impairment | ||||||||
| Impairments on fixed assets | - | - | - | (123,900,000) | - | (123,900,000) | - | |
| Others | (1,548,438) | - | (1,548,438) | (32,294,431) | - | (20,000,000) | (12,294,431) | |
| Profit before financial results and share of results in associated companies |
129,294,516 | 1,321,885 | 127,972,631 | (32,755,468) | - | (143,900,000) | 111,144,532 | |
| Non-recurring Profit/(Loss) | (609,244) | - | (609,244) | - | - | - | - | |
| Gains and losses on investments recorded at fair value through results |
(8,217,685) | (8,217,685) | - | - | - | - | - | |
| Financial profit/(loss) | (57,645,661) | - | (57,645,661) | (55,625,620) | - | 9,147,395 | (64,773,015) | |
| Share of results in joint ventures and associated undertakings |
||||||||
| Sonae Sierra | 29,899,411 | 11,894,604 | 18,004,807 | 2,550,910 | - | (18,816,261) | 21,367,171 | |
| ZOPT | 16,260,635 | - | 16,260,635 | 2,058,000 | 17,591,667 | - | 19,649,667 | |
| Others | 294,388 | - | 294,388 | 462,418 | - | - | 462,418 | |
| Profit before income tax | 109,276,360 | 4,998,804 | 104,277,556 | (83,309,760) | 17,591,667 | (153,568,866) | 87,850,773 | |
| Income tax | (12,158,146) | - | (12,158,146) | (11,298,370) | - | - | (11,298,370) | |
| Profit/(Loss) from continuing operations | 97,118,214 | 4,998,804 | 92,119,410 | (94,608,130) | 17,591,667 | (153,568,866) | 76,552,403 | |
| Profit/(Loss) from discontinued operations | - | - | - | 513,853,339 | - | 442,605,639 | 71,247,700 | |
| Net profit for the period | 97,118,214 | 4,998,804 | 92,119,410 | 419,245,209 | 17,591,667 | 289,036,773 | 147,800,103 | |
| Attributable to equity holders of Sonae | 95,181,730 | 4,998,804 | 90,182,926 | 282,605,452 | 13,205,237 | 178,695,187 | 117,115,502 | |
| Non-controlling interests | 1,936,484 | - | 1,936,484 | 136,639,757 | 4,386,429 | 110,341,586 | 26,298,171 | |
| "Underlying" EBITDA (a) | 259,460,887 | 257,731,321 | ||||||
| EBITDA (b) | 293,411,473 | 299,210,577 | ||||||
| EBIT (c) | 161,623,187 | 152,530,396 |
(g) The figures of NOS related to 2013 were adjusted in the profit and loss statements on a pro forma basis for the nine months period ended as at 30 September 2013, assuming that the NOS merger occurred on the 1st January 2013, with some consolidation effects in our co-controlled vehicle company. This criterion, besides assuring an easy and fair comparability between 2013 and 2014 results.
The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on the 11November 2014.
The Board of Directors
Belmiro Mendes de Azevedo
Álvaro Carmona e Costa Portela
Álvaro Cuervo Garcia
Bernd Bothe
Christine Cross
Michel Marie Bon
José Neves Adelino
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
Condensed individual financial statements
(Translation of condensed individual financial statements originally issued in Portuguese.In case of discrepancy the Portuguese version prevails)
| (Amounts expressed in euro) | ||||
|---|---|---|---|---|
| ASSETS | Notes | 30.September.2014 | 30.September.2013 | 31.December.2013 |
| NON-CURRENT ASSETS: | ||||
| Tangible assets | 120,061 | 153,080 | 144,778 | |
| Intangible assets | 6,598 | 15,793 | 13,245 | |
| Investments in affiliated companies | 4 | 3,624,329,334 | 3,649,517,918 | 3,638,337,796 |
| Other investments | 5 | 30,063,711 | 35,541,727 | 29,367,435 |
| Deferred taxes | 9,962,711 | - | - | |
| Other non-current assets | 6 | 462,400,000 | 357,066,551 | 472,066,551 |
| Total non-current assets | 4,126,882,415 | 4,042,295,069 | 4,139,929,805 | |
| CURRENT ASSETS: | ||||
| Trade account receivables and other current assets | 7 | 49,456,856 | 37,425,622 | 17,553,530 |
| Cash and cash equivalents | 8 | 225,213,691 | 30,053,289 | 96,239,237 |
| Total current assets | 274,670,547 | 67,478,911 | 113,792,767 | |
| TOTAL ASSETS | 4,401,552,962 | 4,109,773,980 | 4,253,722,572 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 9 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 |
| Treasury shares | (6,864,524) | - | - | |
| Reserves and retained earnings | 1,337,305,855 | 1,250,863,367 | 1,271,218,283 | |
| Profit for the period | 29,685,414 | 25,004,220 | 159,490,511 | |
| TOTAL EQUITY | 3,360,126,745 | 3,275,867,587 | 3,430,708,794 | |
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: Loans |
10 | 242,880,979 | 520,974,466 | 541,508,790 |
| Other non-current liabilities | - | 901,158 | 1,127,105 | |
| Total non-current liabilities | 242,880,979 | 521,875,624 | 542,635,895 | |
| CURRENT LIABILITIES: | ||||
| Loans | 10 | 522,623,307 | 156,724,458 | 154,354,943 |
| Trade creditors and other current liabilities | 11 | 275,921,931 | 155,306,311 | 126,022,940 |
| Total current liabilities | 798,545,238 | 312,030,769 | 280,377,883 | |
| TOTAL EQUITY AND LIABILITIES | 4,401,552,962 | 4,109,773,980 | 4,253,722,572 | |
The accompanying notes are part of these condensed individual financial statements.
(Translation of condensed individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
| Notes | 3rd Quarter 2014 |
3rd Quarter 2013 |
30.September.2014 | 30.September.2013 | |
|---|---|---|---|---|---|
| Services rendered | 119,094 | 119,180 | 357,282 | 357,540 | |
| Gains or losses on investments | 14 | - | (381,859) | 34,224,473 | 34,283,149 |
| Financial income | 9,535,801 | 6,753,543 | 30,622,517 | 25,332,758 | |
| Other income | 823,048 | 816,989 | 2,452,296 | 2,363,168 | |
| External supplies and services | (754,377) | (891,265) | (2,532,982) | (2,616,440) | |
| Staff costs | (993,982) | (611,066) | (2,243,044) | (1,746,009) | |
| Depreciation and amortisation | (9,728) | (13,580) | (31,887) | (52,551) | |
| Financial expense | (12,823,123) | (11,466,721) | (34,773,303) | (32,421,238) | |
| Other expenses | (69,805) | (83,259) | (318,190) | (488,507) | |
| Profit/(Loss) before taxation | (4,173,072) | (5,758,038) | 27,757,162 | 25,011,870 | |
| Taxation | 378,187 | (2,351) | 1,928,252 | (7,650) | |
| Profit/(Loss) after taxation | (3,794,885) | (5,760,389) | 29,685,414 | 25,004,220 | |
| Profit/(Loss) per share | |||||
| Basic | 15 | (0.001887) | (0.002880) | 0.014877 | 0.012502 |
| Diluted | 15 | (0.001887) | (0.002879) | 0.014870 | 0.012492 |
The accompanying notes are part of these condensed individual financial statements.
(Translation of the individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
| 3rd Quarter 2014 | 3rd Quarter 2013 | 30.September.2014 | 30.September.2013 | |
|---|---|---|---|---|
| Net Profit / (Loss) for the period | (3,794,885) | (5,760,389) | 29,685,414 | 25,004,220 |
| Changes on fair value of available-for-sale financial assets | (5,463,086) | 35,915,540 | (22,767,620) | 48,353,163 |
| Changes in hedge and fair value reserves | - | 1,072,801 | (1,163,254) | 2,339,306 |
| Other comprehensive income for the period | (5,463,086) | 36,988,341 | (23,930,874) | 50,692,469 |
| Total comprehensive income for the period | (9,257,971) | 31,227,952 | 5,754,540 | 75,696,689 |
The accompanying notes are part of these condensed individual financial statements.
(Translation of condensed financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails) (Amounts expressed in euro)
| nd Res reta erv es a |
d ea ine rnin gs |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Sha ital re c ap |
har Tre asu ry s es |
al r Leg ese rve |
lue Fai r va res erv e |
Hed ing res g erv e |
Oth s and er r ese rve ed ear ain ret nin gs |
Tot al r s and ese rve ed ear ain ret nin gs |
fit/ ( loss ) Net pro |
al Tot |
|
| Bal 1 Ja 201 3 at anc e as nua ry |
2,0 00, 000 ,00 0 |
- | 187 ,137 ,64 8 |
512 ,40 3,4 76 |
( ) 2,3 83, 292 |
545 ,97 7,5 00 |
1,2 43, 135 ,33 2 |
22, 964 ,317 |
3,2 66, 099 ,64 9 |
| Tot al c hen e fo r th d sive inc erio om pre om e p |
- | - | - | 48, 353 ,163 |
2,3 39, 306 |
- | 50, 692 ,46 9 |
25, 004 ,22 0 |
75, 696 ,68 9 |
| of fit o f 20 12: App riat ion rop pro |
|||||||||
| Tra nsf o le l re d re ed er t tain nin ga ser ves an ear gs |
- | - | 1,14 8,2 16 |
- | - | 21, 816 ,101 |
22, 964 ,317 |
( ) 22, 964 ,317 |
- |
| ide nds dis trib d Div ute |
- | - | - | - | - | ( 0) 66, 200 ,00 |
( 0) 66, 200 ,00 |
- | ( 0) 66, 200 ,00 |
| cha f tre har Pur se o asu ry s es |
- | - | - | - | - | - | - | - | - |
| Sal f tre har e o asu ry s es |
- | - | - | - | - | - | - | - | - |
| Sha re b d pa ent ase ym s |
- | - | - | - | - | 271 ,24 9 |
271 ,24 9 |
- | 271 ,24 9 |
| Bal 30 Sep ber 20 13 at tem anc e as |
2,0 00, 000 ,00 0 |
- | 188 ,28 5,8 64 |
560 6,6 39 ,75 |
( ) 986 43, |
501 ,86 4,8 50 |
1,2 50, 863 ,36 7 |
25, 004 ,22 0 |
3,2 867 ,58 75, 7 |
| Bal 1 Ja 201 4 at anc e as nua ry |
2,0 00, 000 ,00 0 |
- | 188 ,28 5,8 64 |
580 ,32 9,7 18 |
1,16 3,2 54 |
501 ,43 9,4 47 |
1,2 71,2 18,2 83 |
159 ,49 0,5 11 |
3,4 30, 708 ,79 4 |
| al c hen e fo r th d Tot sive inc erio om pre om e p |
- | - | - | ( 0) 22, 767 ,62 |
( 54) 1,16 3,2 |
- | ( 4) 23, 930 ,87 |
29, 685 ,414 |
5,7 54, 540 |
| App of fit o f 20 13: riat ion rop pro |
|||||||||
| nsf o le l re d re ed Tra tain nin er t ga ser ves an ear gs |
- | - | 7,9 74, 526 |
- | - | 81, 915 ,98 5 |
89, 890 ,511 |
( ) 89, 890 ,511 |
- |
| ide nds dis trib d Div ute |
- | - | - | - | - | 2,5 69 |
2,5 69 |
( 69, 600 ,00 0) |
( 69, 597 1) ,43 |
| Pur cha f tre har se o asu ry s es |
- | ( ) 12,6 85, 847 |
- | - | - | - | - | - | ( ) 12,6 85, 847 |
| Sal f tre har e o asu ry s es |
- | 5,2 56, 043 |
- | - | - | - | - | - | 5,2 56, 043 |
| Sha re b d pa ent ase ym s |
- | 565 ,28 0 |
- | - | - | 125 ,36 6 |
125 ,36 6 |
- | 690 ,64 6 |
| Bal 30 Sep ber 20 14 at tem anc e as |
2,0 00, 000 ,00 0 |
( ) 6,8 64, 524 |
196 ,26 0,3 90 |
557 ,56 2,0 98 |
- | 583 ,48 3,3 67 |
1,3 37, 305 ,85 5 |
29, 685 ,414 |
3,3 60, 126 ,74 5 |
The accompanying notes are part of these condensed individual financial statements.
(Translation of the condensed financial statements originally issued in Portuguese.In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
| Notes | 3rd Quarter 2014 | 3rd Quarter 2013 | 30.September.2014 | 30.September.2013 | |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES | |||||
| Net cash flow from operating activities (1) | (766,039) | (1,133,839) | 6,562 | (2,795,871) | |
| INVESTMENT ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Investments | - | 4,660,000 | - | 13,980,000 | |
| Tangible and intangible assets | - | - | 1,450 | - | |
| Interest and similar income | 3,797,461 | 497,614 | 6,274,168 | 1,082,004 | |
| Dividends | 44,725,086 | 34,158,036 | 44,791,523 | 34,665,008 | |
| Loans granted | - | 217,807,000 | 1,241,064,938 | 690,243,000 | |
| 48,522,547 | 257,122,650 | 1,292,132,079 | 739,970,012 | ||
| Cash Payments arising from: | |||||
| Investments | (105,064,605) | - | (114,642,176) | (10,000,541) | |
| Tangible and intangible assets | (24) | (11,108) | (2,338) | (14,192) | |
| Others | - | (4,444,000) | - | (4,444,000) | |
| Loans granted | - | (217,787,000) | (1,231,398,387) | (694,486,551) | |
| (105,064,629) | (222,242,108) | (1,346,042,901) | (708,945,284) | ||
| Net cash used in investment activities (2) | (56,542,082) | 34,880,542 | (53,910,822) | 31,024,728 | |
| FINANCING ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 713,815,683 | 107,702,683 | 1,995,846,183 | 406,411,683 | |
| Sale of treasury shares | 3,424,091 | - | 5,334,550 | 255,144 | |
| 717,239,774 | 107,702,683 | 2,001,180,733 | 406,666,827 | ||
| Cash Payments arising from: | |||||
| Loans obtained | (584,518,486) | (111,476,627) | (1,703,644,017) | (468,995,049) | |
| Interest and similar charges | (14,133,760) | (9,213,895) | (32,411,155) | (28,331,775) | |
| Dividends | (13,509) | - | (69,595,270) | (66,198,604) | |
| Purchase of treasury shares | - | - | (12,685,847) | - | |
| (598,665,755) | (120,690,522) | (1,818,336,289) | (563,525,428) | ||
| Net cash used in financing activities (3) | 118,574,019 | (12,987,839) | 182,844,444 | (156,858,601) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | 61,265,898 | 20,758,864 | 128,940,184 | (128,629,744) | |
| Cash and cash equivalents at the beginning of the period | 163,913,523 | 9,279,015 | 96,239,237 | 158,667,623 | |
| Cash and cash equivalents at the end of the period | 8 | 225,179,421 | 30,037,879 | 225,179,421 | 30,037,879 |
The accompanying notes are part of these condensed individual financial statements.
(Translation of the condensed individual financial statements originally issued in Portuguese. In case of discrepancies the Portuguese version prevails)
(Amounts expressed in euro)
SONAE, SGPS, SA ("Sonae Holding"), has its head-office at Lugar do Espido, Via Norte, Apartado 1011, 4470-909 Maia, Portugal.
Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accounting policies adopted are consistent with those described in the file of annual financial statements for the year ended 31 December 2013.
As at 30 September 2014 and 31 December 2013 the company held investments in the following affiliated companies:
| 30.September.2014 | ||||||
|---|---|---|---|---|---|---|
| % Held | Opening balance |
Increase | Decrease | Changes in fair value |
Closing balance | |
| 1.02% | 106,686 | - | - | - | 106,686 | |
| 76.86% | 1,893,219,480 | - | - | - | 1,893,219,480 | |
| 100.00% | 835,700,000 | - | - | - | 835,700,000 | |
| 99.92% | 3,672,059 | - | - | - | 3,672,059 | |
| 50.00% | 500,118,000 | - | - | 47,672,500 | 547,790,500 | |
| 26.02% | 196,989,312 | 9,895,571 | - | (71,576,533) | 135,308,350 | |
| 20.00% | 159,615 | - | - | - | 159,615 | |
| 100.00% | 731,545 | - | - | - | 731,545 | |
| 35.87% | 405,641,099 | - | - | - | 405,641,099 | |
| 3,836,337,796 | 9,895,571 | - | (23,904,033) | 3,822,329,334 | ||
| 198,000,000 | - | - | - | 198,000,000 | ||
| 3,638,337,796 | 9,895,571 | - | (23,904,033) | 3,624,329,334 | ||
| 31.December.2013 | |||||||
|---|---|---|---|---|---|---|---|
| Companies | % Held | Opening balance |
Increase | Decrease | Changes in fair value |
Closing balance | |
| Interlog, SGPS, SA | 1.02% | 106,686 | - | - | - | 106,686 | |
| Sonae Investimentos, SGPS, SA (a) | 76.86% | 1,893,219,480 | - | - | - | 1,893,219,480 | |
| Sonae Investments, BV | 100.00% | 835,700,000 | - | - | - | 835,700,000 | |
| Sonae RE, SA | 99.92% | 3,672,059 | - | - | - | 3,672,059 | |
| Sonae Sierra SGPS, SA (b) | 50.00% | 524,986,000 | - | - | (24,868,000) | 500,118,000 | |
| Sonaecom, SGPS, SA | 20.94% | 5,079,830 | 97,289,802 | - | 94,619,680 | 196,989,312 | |
| Sonaegest, SA | 20.00% | 159,615 | - | - | - | 159,615 | |
| Sonaecenter Serviços, SA | 100.00% | 731,545 | - | - | - | 731,545 | |
| Sontel, BV | 35.87% | 405,641,099 | - | - | - | 405,641,099 | |
| Total | 3,669,296,314 | 97,289,802 | - | 69,751,680 | 3,836,337,796 | ||
| Impairment | 165,500,000 | 32,500,000 | - | - | 198,000,000 | ||
| Total | 3,503,796,314 | 64,789,802 | - | 69,751,680 | 3,638,337,796 | ||
During the first nine months 2014 the Company acquired 4,343,590 of Sonaecom, SGPS, SA capital shares.
During 2012, Sonae entered into a contract with Sonaecom, SGPS, SA, in which it agrees to handover Sonaecom shares to employees of that subsidiary during 2016. In July 2014 the companies agreed to terminate the contract.
During the 1st half of 2013, Sonae entered into an agreement with a subsidiary of France Telecom ("FT-Orange") to transfer 20% of the capital of Sonaecom, SGPS, SA to Sonae, SGPS, SA. In August 2014, the value of debt was paid (104,746,605 euro).
The accumulated impairment loss on subsidiaries recorded in previous year's amounts to 198,000,000 euro and relates to financial investment held in Sontel BV (165,500,000 euro) and Sonae Investments, BV (32,500,000 euro).
As at 30 September 2014 and 31 December 2013 other investments are as follows:
| 30.September.2014 | |||||
|---|---|---|---|---|---|
| Companies | Opening balance |
Increase | Decrease | Changes in fair value |
Closing balance |
| Associação Escola Gestão Porto | 49,880 | - | - | - | 49,880 |
| Fundo Especial de Invest.Imob. Fechado Imosonae Dois | 2,546 | - | - | - | 2,546 |
| Fundo de Investimento Imobiliário Fechado Imosede | 29,315,009 | - | - | 696,276 | 30,011,285 |
| Total | 29,367,435 | - | - | 696,276 | 30,063,711 |
| 31.December.2013 | |||||
| Companies | Opening balance |
Increase | Decrease | Changes in fair value |
Closing balance |
| Associação Escola Gestão Porto | 49,880 | - | - | - | 49,880 |
| Fundo Especial de Invest.Imob. Fechado Imosonae Dois | 2,546 | - | - | - | 2,546 |
| Fundo de Investimento Imobiliário Fechado Imosede | 19,936,181 | 10,000,541 | - | (621,713) | 29,315,009 |
| Magma No. 1 Securitisation Notes | 18,640,000 | - | (18,640,000) | - | - |
Total 38,628,607 10,000,541 (18,640,000) (621,713) 29,367,435
| 30.September.2014 | 31.December.2013 | |
|---|---|---|
| Loans granted to group companies: | ||
| Sonae Investments, BV | 115,000,000 | 124,666,551 |
| Sonae Investimentos, SGPS, SA | 347,400,000 | 347,400,000 |
| 462,400,000 | 472,066,551 |
The amount recognized under the caption loans granted to Sonae Investimentos, SGPS, SA, refers to a subordinate bond loan, repayable in 10 years issued by Sonae Investimentos at market conditions in 28 December 2010 amounting to 400,000,000 euro, relating 8,000 bonds with nominal value of 50,000 euro each, bearing fixed interest rate with full reimbursement in the end of the period. In December 2011, 1,052 bonds were sold to a subsidiary for 42,080,000 euro.
The fair value of the bonds related to this loan as at 30 September 2014, is 42,135 euro (41,495 euro as at 31 December 2013) per bond, according with a valuation made by the use of discounted cash flow models. There is no evidence of impairment on this loan.
The other loans granted to group companies, bear interest at market rates indexed to Euribor, have a long term maturity and its fair value is similar to its carrying amount.
As at 30 September 2014 and 31 December 2013 trade accounts receivable and other current assets are detailed as follows:
| 30.September.2014 31.December.2013 | ||
|---|---|---|
| Trade accounts receivable | 213,259 | 468,059 |
| Group companies: | ||
| Dividends | - | 10,567,050 |
| Interests | - | 388,391 |
| Taxes - Special Regime for taxation of groups of companies | 21,520,857 | - |
| Taxes and contributions receivable | 2,090,021 | 2,589,020 |
| Accrued income and prepayments | 25,280,649 | 3,302,072 |
| Others | 352,070 | 238,938 |
| Total | 49,456,856 | 17,553,530 |
The caption "Accrued income and prepayments" mainly includes receivables relating to interests from loans granted to group companies (Note 6).
As at 30 September 2014 and 31 December 2013 cash and cash equivalents are detailed as follows:
| 30.September.2014 | 31.December.2013 | |
|---|---|---|
| Cash at hand | 89 | 89 |
| Bank deposits | 225,213,602 | 96,239,148 |
| Cash and cash equivalents on the balance sheet | 225,213,691 | 96,239,237 |
| Bank overdrafts | 34,270 | - |
| Cash and cash equivalents on the cash flow statement |
225,179,421 | 96,239,237 |
As at 30 September 2014 and 31 December 2013 share capital consisted of 2,000,000,000 ordinary shares of 1 euro each.
As at 30 September 2014 and 31 December 2013, loans are made up as follows:
| 30.September.2014 | 31.December.2013 | |
|---|---|---|
| Bonds Sonae 2014/2018 | 60,000,000 | - |
| Bonds Sonae 2014/2020 | 50,000,000 | - |
| Bonds Sonae 2010/2015 | - | 250,000,000 |
| Bonds Continente - 7% - 2015 | - | 200,000,000 |
| Up-front fees not yet charged to income statement | (2,119,021) | (2,911,460) |
| Bonds | 107,880,979 | 447,088,540 |
| Nominal value of bank loans | 135,000,000 | 95,000,000 |
| Up-front fees not yet charged to income statement | - | (579,750) |
| Bank loans | 135,000,000 | 94,420,250 |
| Non-current loans | 242,880,979 | 541,508,790 |
| Bonds Sonae 2010/2015 | 250,000,000 | 150,000,000 |
| Bonds Continente - 7% - 2015 | 197,352,166 | - |
| Up-front fees not yet charged to income statement | (1,724,812) | (27,764) |
| Bonds | 445,627,354 | 149,972,236 |
| Bank overdrafts | 34,270 | - |
| Derivatives | - | 2,421,024 |
| Other bank loans | 76,961,683 | 1,961,683 |
| Current loans | 522,623,307 | 154,354,943 |
As at 30 September 2014 Sonae, SGPS has agreed lines of credit and commercial paper programs amounting to 520 million euro, out of which 181.5 million euro with firm commitments with maturity not exceeding one year and 135 million euro with firm commitments with maturity over one year.
Under the above mentioned lines of credit and commercial paper programs with firm commitments, Sonae, SGPS had 146.4 million euro credit facilities available to meet its liquidity requirements.
The interest rate as at 30 September 2014 of the bonds and bank loans was, in average, 3.95% (3.58% as at 31 December 2013).
As at 30 September 2014 and 31 December 2013 the analysis of maturity of loans excluding the derived instruments having in consideration its nominal value is as follows:
| 30.September.2014 | 31.December.2013 | |
|---|---|---|
| N+1 | 524,348,119 | - |
| N+2 | - | 151,961,683 |
| N+3 | - | 525,000,000 |
| N+4 | 60,000,000 | - |
| N+5 | 90,000,000 | - |
| after N+5 | 95,000,000 | 20,000,000 |
As at 30 September 2014 and 31 December 2013, trade creditors and other current liabilities are detailed as follows:
| 30.September.2014 | 31.December.2013 | |
|---|---|---|
| Trade creditors | 155,440 | 189,969 |
| Group companies: | ||
| Loans | 232,380,000 | 12,530,000 |
| Taxes - Special Regime for taxation of groups of companies | 26,131,227 | - |
| Taxes and contributions payable | 5,511,151 | 454,452 |
| Accrued expenses | 11,651,872 | 10,535,690 |
| Others | 92,241 | 102,312,829 |
| Total | 275,921,931 | 126,022,940 |
At 31 December 2013 the amount recorded under the caption "other creditors" included the amount payable on the acquisition of 20% share capital of Sonaecom, SGPS, SA. In August 2014 the current value of the debt (104,746,605 euro) was paid.
| 12 CONTINGENT LIABILITIES |
|---|
| ------------------------------ |
As at 30 September 2014 and 31 December 2013, contingent liabilities are detailed as follows:
| 30.September.2014 | 31.December.2013 | ||
|---|---|---|---|
| Guarantees given: | |||
| on tax claims | 83,913,842 | 71,421,912 | |
| on judicial claims | 70,766 | 70,766 | |
| Guarantees given in favour of subsidiaries | a) | 277,170,778 | 272,612,454 |
(a) Guarantees given to Tax Authorities in favour of subsidiaries to suspend claims from tax authorities.
Balances and transactions with related parties are detailed as follows:
| Balance: | 30.September.2014 | 31.December.2013 |
|---|---|---|
| Group companies | 46,387,198 | 3,836,846 |
| Jointly controlled companies | 589,634 | 10,780,435 |
| Other partners in group companies | 75,188 | 98,005 |
| Accounts receivable | 47,052,020 | 14,715,286 |
| Parent company | 537,992 | 767,423 |
| Group companies | 29,955,914 | 1,462,346 |
| Jointly controlled companies | 8,576 | 2,098 |
| Other partners in group companies | 3,985 | 4,712 |
| Accounts payable | 30,506,467 | 2,236,579 |
| Group companies | 462,400,000 | 472,066,551 |
| Loans granted | 462,400,000 | 472,066,551 |
| Group companies | 232,380,000 | 12,530,000 |
| Loans obtained | 232,380,000 | 12,530,000 |
| Transactions: | 30.September.2014 | 30.September.2013 |
|---|---|---|
| Group companies | 2,554,198 | 2,462,658 |
| Jointly controlled companies | 162,351 | 162,540 |
| Other partners in group companies | 75,000 | 75,406 |
| Services rendered and other income | 2,791,549 | 2,700,604 |
| Parent company | 563,600 | 470,978 |
| Group companies | 1,034,999 | 991,297 |
| Jointly controlled companies | 29,362 | 41,625 |
| Other partners in group companies | 4,067 | 9,417 |
| Purchases and services obtained | 1,632,027 | 1,513,317 |
| Group companies | 28,063,503 | 22,563,376 |
| Interest income | 28,063,503 | 22,563,376 |
| Group companies | 5,296,326 | 1,282,225 |
| Interest expenses | 5,296,326 | 1,282,225 |
| Group companies | 34,224,473 | 34,665,008 |
| Dividend income (Note 14) | 34,224,473 | 34,665,008 |
| Parent company | 2,580 | - |
| Other partners in group companies | 3,048,735 | 10,000,541 |
| Acquisition of investments | 3,051,315 | 10,000,541 |
| Group companies | 4,477,201 | - |
| Jointly controlled companies | 914,712 | - |
| Other partners in group companies | 28,627 | - |
| Sale of treasury shares | 5,420,540 | - |
All Sonae, SGPS, S.A. subsidiaries, associates and joint ventures are considered related parties and are identified in Consolidated Financial Statements. All Efanor Investimentos, SGPS, SA (parent company), subsidiaries, including the ones of Sonae Indústria, SGPS, SA and of Sonae Capital, SGPS, SA (other partners in group companies) are also considered related parties.
As at 30 September 2014 and 2013, investment income can be detailed as follows:
| 30.September.2014 30.September.2013 | ||
|---|---|---|
| Dividends | 34,224,473 | 34,665,008 |
| Gains / (losses) on sale investments | - | (381,859) |
| 34,224,473 | 34,283,149 | |
Dividends were distributed from Sonae Investimentos, SGPS, SA (34,158,036 euro) and Sonaegest, SA (66,437 euro).
| 30.September.2014 | 30.September.2013 | |
|---|---|---|
| Net profit Net profit taken into consideration to calculate basic earnings per share (Net profit for the period) |
29,685,414 | 25,004,220 |
| Effect of dilutive potential shares | - | - |
| Interests related to convertible bonds (net of tax) Net profit taken into consideration to calculate diluted earnings per share: |
- 29,685,414 |
- 25,004,220 |
| Number of shares | ||
| Weighted average number of shares used to calculate basic earnings | 1,995,391,363 | 2,000,000,000 |
| Effect of dilutive potential ordinary shares from convertible bonds | - | - |
| Outstanting shares related with deferred performance bonus | 1,413,584 | 2,250,549 |
| Number of shares that could be acquired at average market price | (508,753) | (655,341) |
| Weighted average number of shares used to calculate diluted earnings per share |
1,996,296,194 | 2,001,595,208 |
| Profit/(Loss) per share Basic Diluted |
0.014877 0.014870 |
0.012502 0.012492 |
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 11 November 2014.
During the period ended 30 September 2014 short-term loan contracts were entered into with the following companies:
Sonae Investmentos, SGPS, SA
Sonaecenter Serviços, SA
Sonaecom, SGPS, SA
Sontel, BV
As at 30 September 2014 amounts owed by subsidiaries can be summarized as follows:
Sonae Investments, BV 115,000,000
Closing Balance Total 115,000,000
As at 30 September 2014 amounts owed to subsidiaries can be summarized as follows:
| Closing Balance | |
|---|---|
| Sonaecenter Serviços, SA | 357,000 |
| Sontel, BV | 232,023,000 |
| Total | 232,380,000 |
The Board of Directors
Belmiro Mendes de Azevedo
Álvaro Carmona e Costa Portela
Álvaro Cuervo Garcia
Bernd Bothe
Christine Cross
Michel Marie Bon
José Neves Adelino
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
This document may contain forward‐looking information and statements, based on management's current expectations or beliefs. Forward‐looking statements are statements that should not be regarded as historical facts.
These forward‐looking statements are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward‐looking statements, including, but not limited to, changes in regulation, industry and economic conditions; and the effects of competition. Forward‐looking statements may be identified by words such as "believes," "expects," "anticipates," "projects," "intends," "should," "seeks," "estimates," "future" or similar expressions.
Although these statements reflect our current expectations, which we believe are reasonable, investors and analysts, and generally all recipients of this document, are cautioned that forward‐looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward‐ looking information and statements. You are cautioned not to put undue reliance on any forward‐looking information or statements. We do not undertake any obligation to update any forward‐looking information or statements.
Report available at Sonae's institutional website www.sonae.pt
Patrícia Vieira Pinto Head of Investor Relations [email protected] Tel.: + 351 22 010 4794
Catarina Oliveira Fernandes Head of Communication, Brand and Corporate Responsibility [email protected] Tel: + 351 22 010 4775
Rita Barrocas External Communication [email protected] Tel: + 351 22 010 4745
Sonae Lugar do Espido Via Norte 4471‐909 Maia Portugal Tel.: +351 229487522 Fax: +351 22940463
SONAE is listed on the Euronext Stock Exchange. Information may also be accessed on Reuters under the symbol SONP.IN and on Bloomberg under the symbol SONPL
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