Interim / Quarterly Report • Aug 29, 2016
Interim / Quarterly Report
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"During the second quarter, Sonae witnessed significant achievements regarding the strategy implementation for its businesses. We continued to grow in retail and telecommunications segments, completed targeted acquisitions in Salsa and in the technology area, proceeded with the recycling capital strategy and reinforced investment in new shopping centres.
In operational terms, results are globally positive, although reflecting distinct realities in the different businesses. NOS and Sonae Sierra reported another good quarter, as well as Sonae MC, which ensured the strengthening of its market leadership, while consolidating its position as the player with the lowest prices, within benchmark levels of profitability.
Worten also increased its profitability and maintained a good turnover performance, in a seasonal weaker quarter in comparison with the previous year, due to the Easter effect. In the Sports and Fashion division, results were less positive, as they were affected both by the unfavourable weather conditions and by exchange currency effects.
On a consolidated level, EBTIDA reduction is more than explained by the lower contribution of Sonae RP, reflecting the sale of assets carried out over the last 12 months.
Despite the high levels of investment recorded this semester, debt continued to decline year on year, leading to the maintenance of an adequate level of financial strength, which coupled with the increasing quality of our teams, allow us to face with optimism the challenges that our strategic ambition brings."
Ângelo Paupério, Co-CEO
Following the merger between Optimus and Zon and the further creation of NOS, and ZOPT, which is reported using the equity method, Sonae decided to change the way results are reported to the market by separating each business in order to obtain more transparency between the segments: 1) Sonae MC, Sonae SR and Sonae RP; 2) Sonae IM, including Technology business and Partnerships (MDS, Maxmat, Tlantic and Publico); 3) Sonae Sierra; and, 4) NOS.
2 SONAE PERFORMANCE AND CAPITAL STRUCTURE
| Sonae Consolidated results | ||||||
|---|---|---|---|---|---|---|
| Million euros | 1H15 | 1H16 | y.o.y. | 2Q15 | 2Q16 | y.o.y. |
| Turnover | 2,329 | 2,431 | 4.4% | 1,183 | 1,216 | 2.8% |
| Sonae MC | 1,633 | 1,691 | 3.6% | 839 | 862 | 2.7% |
| Sonae SR | 582 | 614 | 5.5% | 283 | 283 | -0.1% |
| Sonae RP | 64 | 47 | -27.0% | 32 | 22 | -29.4% |
| Sonae IM (1) | 124 | 127 | 2.3% | 64 | 70 | 9.2% |
| E&A (2) | -74 | -48 | - | -35 | -21 | - |
| Underlying EBITDA | 132 | 111 | -15.4% | 73 | 65 | -10.0% |
| Sonae MC | 86 | 81 | -6.3% | 53 | 49 | -7.3% |
| Sonae SR | -11 | -8 | 30.9% | -7 | -6 | 13.7% |
| Sonae RP | 58 | 41 | -29.1% | 29 | 20 | -32.2% |
| Sonae IM (1) | 5 | 5 | 15.8% | 3 | 4 | 72.3% |
| E&A (2) | -6 | -8 | -35.8% | -5 | -2 | 60.6% |
| Underlying EBITDA margin | 5.7% | 4.6% | -1.1 p.p. | 6.1% | 5.4% | -0.8 p.p. |
| Equity method results (3) | 24 | 23 | -4.5% | 12 | 11 | -6.9% |
| o.w. S. Sierra (direct results) | 13 | 13 | 0.1% | 6 | 6 | -2.2% |
| o.w. NOS | 11 | 10 | -5.5% | 6 | 5 | -6.4% |
| Non-recurrent items | 35 | 55 | 59.4% | 35 | -6 | - |
| EBITDA | 191 | 190 | -0.4% | 119 | 70 | -41.3% |
| EBITDA margin | 8.2% | 7.8% | -0.4 p.p. | 10.1% | 5.8% | -4.3 p.p. |
| D&A (4) | -88 | -97 | -10.5% | -43 | -47 | -8.7% |
| EBIT | 103 | 93 | -9.8% | 76 | 23 | -69.5% |
| Net financial activity | -36 | -26 | 28.8% | -18 | -11 | 37.8% |
| EBT | 67 | 67 | 0.7% | 58 | 12 | -79.2% |
| Taxes | -11 | -1 | 93.9% | -8 | 11 | - |
| Direct results (5) | 56 | 66 | 18.7% | 50 | 23 | -54.4% |
| Indirect results | 43 | 11 | -74.3% | 27 | 26 | -6.1% |
| Net income | 99 | 77 | -21.7% | 78 | 49 | -37.4% |
| Non-controlling interests | -2 | -1 | 58.4% | -1 | -2 | - |
| Net income group share | 97 | 77 | -20.9% | 77 | 46 | -39.6% |
(1) Includes Technology and Partnerships contribution;
(2) Eliminations & adjustments;
(3) Equity method results: includes direct income related to investments consolidated by the equity method (mainly Sonae Sierra and NOS);
(4) Depreciations & amortisations including provisions & impairments;
(5) Direct results before non-controlling interests.
| Million euros | 1H15 | 1H16 | y.o.y. |
|---|---|---|---|
| Net invested capital | 3,249 | 3,328 | 2.4% |
| Technical investment | 1,903 | 1,811 | -4.8% |
| Financial investment | 1,330 | 1,233 | -7.3% |
| Goodwill | 609 | 796 | 30.6% |
| Working capital | -593 | -511 | 13.8% |
| Sonae shareholders funds | 1,836 | 1,939 | - 5.6% |
| Sonae net debt (1) | 1,413 | 1,389 | -1.7% |
| Net debt / Invested capital | 43.5% | 41.7% | -1.8 p.p. |
(1) Financial net debt + net shareholder loans.
Sonae consolidated turnover reached €2,431 M, representing a growth of 4.4% when compared to 1H15, benefiting from the positive performance of MC and SR, which has more than compensated the lower turnover of RP, resulting from sale and leaseback transactions over the course of 2015 and in 1Q16.
Sonae underlying EBITDA margin declined to 4.6%, driven by lower RP revenues as a result of the sale and leaseback transactions and the promotional activity at MC.
Sonae EBITDA reached €190 M, equivalent to an EBITDA margin of 7.8% and includes the following contributions:
Driven by the combination of the lower average net debt and in particular by the lower cost of outstanding debt, Sonae net financial activity improved by €10 M, registering a negative €26 M in 1H16.
Sonae continued to focus on increasing the average maturity of its debt and decreasing the average interest rate of outstanding debt, which reached 1.6% on June 30th 2016. It should be noted that Sonae financial results exclude Sonae Sierra and NOS businesses.
Sonae direct results amounted to €66 M, increasing 18.7% on a yearly basis. Despite the lower EBIT, this was driven by less negative net financial results and taxes.
Sonae indirect results reached €11 M, including the positive effect of the valuation of Sierra's assets and the capital gain related to the sale of the 2.14% direct stake at NOS capital on June 15th 2016. Year on year, the contribution of indirect results was smaller driven by the negative mark-to-market effect of NOS (negative €16 M) and the lower contribution of Sierra's upward asset valuation (from €26 M to €16 M).
Sonae shareholders' funds stood at €1,939 M in 1H16, €103 M above 1H15. Sonae net debt reached €1,389 M in 1H16, decreasing 1.7% in comparison to 1H15.
2 SONAE PERFORMANCE AND CAPITAL STRUCTURE
| Million euros | 1H15 | 1H16 | y.o.y. |
|---|---|---|---|
| Net financial debt | 1,403 | 1,385 | -1.3% |
| MC, SR and RP | 757 | 836 | 10.4% |
| IM | 45 | 10 | -76.7% |
| Holding & other | 601 | 538 | -10.4% |
| Sonae net debt | - 1,413 |
1,389 | -1.7% |
| Capital Structure - MC, SR and RP Net debt to EBITDA |
||
|---|---|---|
| 1H14 | 1H15 | 1H16 |
| Sonae Capex | |||
|---|---|---|---|
| Million euros | 1H15 | 1H16 | % of Turnover |
| Capex | 116 | 208 | 8.6% |
| Sonae MC | 50 | 69 | 4.1% |
| Sonae SR | 30 | 102 | 16.5% |
| Sonae RP | 30 | 28 | 59.1% |
| Sonae IM | 5 | 7 | 5.7% |
Average gearing at book value reached 0.7x, decreasing 0.1x in comparison with 1H15. Average gearing at market value stood at 0.7x, increasing y.o.y. driven by Sonae's market price, as net debt evolution has remained largely unchanged.
Sonae continues to focus on presenting a robust capital structure, supported by low leverage and an improved maturity profile. No funding needs are expected for the next 18 months and more importantly, this capital structure guarantees the necessary financial strength to explore future growth opportunities.
Net financial debt of MC, SR and RP stood at €836 M in 1H16, €79 M above 1H15, driven by the cash-out related to the acquisition of 50% of Salsa, coupled with the consolidation of Salsa's debt. The net debt to EBITDA at MC, SR and RP stood at 2.3x, increasing when compared to 1H15, driven by the higher net debt.
Holding net debt reached €538 M, decreasing 10.4% y.o.y. and benefiting from the sale of the direct participation at NOS. Loan-to-value ratio of the holding stood at 13%, stable in relation to 1H15, despite the lower holding net debt.
Sonae Capex increased from €116 M to €208 M, mostly due to Sonae SR:
MC Capex increased €19 M to €69 M, which includes the opening of 7 Continente Bom Dia, 1 Continente hypermarket and 6 Well's stores;
SR Capex reached €102 M in 1H16, growing materially y.o.y. mostly impacted by the Capex related to the acquisition of Salsa, which occurred on June 30th 2016;
RP Capex totalled €28 M in 1H16, in comparison to a value of €30 M in 1H15;
IM Capex reached €7 M in 1H16, increasing €2 M when compared to 1H15.
| Turnover and underlying EBITDA | ||||||||
|---|---|---|---|---|---|---|---|---|
| Million euros | 1H15 | 1H16 | y.o.y. | 2Q15 | 2Q16 | y.o.y. | ||
| Turnover | 1,633 | 1,691 | 3.6% | 839 | 862 | 2.7% | ||
| LfL sales (%) | -1.8% | 0.4% | - | -2.4% | -0.4% | - | ||
| Underlying EBITDA | 86 | 81 | -6.3% | 53 | 49 | -7.3% | ||
| Underlying EBITDA margin | 5.3% | 4.8% | -0.5 p.p. - |
6.3% | 5.7% | -0.6 p.p. |
MC turnover reached €1,691 M in 1H16, posting an increase of 3.6% when compared to 1H15, and continuing to reinforce Sonae's market share in a very mature and competitive market. This performance was backed by the opening of new convenience stores, of which we would like to highlight 7 Continente Bom Dia and 37 Meu Super stores.
MC LfL sales performance totalled 0.4% in 1H16, -1.8% in 1H15. In 2Q16, LfL sales growth totalled -0.4%, driven by the calendar effect. The calendar effect in 2Q16 was slightly negative when compared to 2Q15, as a result of Easter falling in 1Q16 (and 2Q15).
MC underlying EBITDA stood at €81 M, corresponding to an underlying EBITDA margin of 4.8%, less 50bps when compared to 1H15, reflecting MC 's continued investment in price and market share growth. In addition to these effects, the opening of Bom Dia and Meu Super stores also has a short-term negative impact on MC's EBITDA margin.
MC underlying EBITDA margin before internal rents stood at 7.2% in 2Q16.
MC remained focused on reinforcing its value proposition, improving perception on price and quality of perishables and launching innovative price campaigns, along with the implementation of its programme for the expansion of local convenience and close proximity stores.
At the end of the semester, DECO, the Portuguese Consumers' Association, published the results of its most recent price survey covering the entire country, ranking Continente first in price leadership. This is an important achievement that recognises one of MC's most relevant areas of focus.
| Performance per business | ||||||||
|---|---|---|---|---|---|---|---|---|
| 1H15 | 1H16 | y.o.y | 2Q15 | 2Q16 | y.o.y. | |||
| Turnover (million €) | 582 | 614 | 5.5% | 283 | 283 | -0.1% | ||
| Worten | 399 | 404 | 1.4% | 190 | 188 | -1.0% | ||
| Sports and Fashion | 183 | 210 | 14.6% | 93 | 95 | 1.6% | ||
| EBITDA (million €) | -11 | -8 | 30.9% | -7 | -6 | 13.7% | ||
| Worten | 1 | 3 | - | 1 | 1 | 52.7% | ||
| Sports and Fashion | -12 | -11 | 8.1% | -7 | -7 | 8.0% | ||
| EBITDA margin (%) | -1.9% | -1.2% | 0.7 p.p. | -2.3% | -2.0% | 0.3 p.p. | ||
| Worten | 0.2% | 0.8% | 0.6 p.p. | 0.3% | 0.5% | 0.2 p.p. | ||
| Sports and Fashion | -6.4% | -5.1% | 1.3 p.p. | -7.6% | -6.9% | 0.7 p.p. | ||
| LFL (%) | -0.2% | 0.5% | - | -3.0% | -0.1% | - | ||
| Worten | 0.3% | 0.8% | - | -2.0% | 0.0% | - | ||
| Sports and Fashion | -1.2% | -0.2% | - | -4.8% | -0.4% | - |
SR turnover stood at €614 M in 1H16, an increase of 5.5% when compared to 1H15. This evolution was driven by both SR divisions, which continued to show clear improvements in sales per sqm.
At Worten, turnover grew by 1.4%, to €404 M, backed by a positive performance in Portugal, consolidating market share in the context of a slight market growth, and a continuous recovery in Spain, where sales per sqm continued to grow driven by the store network optimisation, despite a less favourable market context so far (overall market decreasing and online market decelerating).
In Sports and Fashion, turnover grew by 14.6%, to €210 M. This growth was mostly driven by the inclusion of Losan and, to a lesser extent, Zippy's very positive performance in Portugal. Sales per sqm (excluding wholesale business, namely Losan) resumed growth, supported by significant improvement at Zippy, as well as positive developments at Sport Zone. This evolution was achieved in the context of, once again, adverse weather conditions, which had an impact on the Spring-Summer '16 collections in the fashion sector as a whole in Iberia.
SR EBITDA reached negative €8 M in 1H16, posting an improvement of 30.9% y.o.y., driven by both SR divisions.
At Worten, EBITDA improved €2 M, now standing at €3 M in 1H16, with both the Portuguese and Spanish operations contributing positively to this evolution. In Spain, the 2Q16 confirmed the positive trend registered since February (following the 1Q16, where performance was constrained by a disappointing January) and continued to reap the benefits and reinforced store network optimisation efforts. Both in Portugal and in Spain, omnichannel continues to be at the core of Worten's development and at the end of 1H16 these sales represented 25.3% of total turnover. Online sales grew by 4.2% in Iberia, backed by a growth of 22.9% in 2Q16, and Worten became the first electronics specialist to have a digital transactional platform in the Canary Islands.
In Sports and Fashion, EBITDA evolved from negative €12 M to negative €11 M. Despite the positive turnover performance, EBITDA evolution was hindered by MO's negative contribution. Sport Zone continued to register a positive y.o.y. EBITDA contribution (before central fees) in Spain, consolidating the improvements registered in the last 2 years.
SR completed the acquisition of 50% of Salsa's capital in 2Q16, hence starting a promising partnership in an internationally renowned Portuguese jeanswear specialist. Salsa's results will be consolidated in SR accounts from 3Q16 onwards.
Zippy continued to expand its international presence and entered Cyprus in 2Q16. Through own stores, franchising and wholesale, Zippy's products are currently available in approximately 40 countries.
| Turnover and Underlying EBITDA | ||||||
|---|---|---|---|---|---|---|
| Million euros | 1H15 | 1H16 | y.o.y. | 2Q15 | 2Q16 | y.o.y. |
| Turnover | 64 | 47 | -27.0% | 32 | 22 | -29.4% |
| Underlying EBITDA | 58 | 41 | -29.1% | 29 | 20 | -32.2% |
| Underlying EBITDA margin | 90.4% | 87.8% | -2.6 p.p. | 91.2% | 87.7% | -3.5 p.p. |
RP turnover decreased 27.0%, to €47 M, driven mostly by freehold reduction at MC, from 63% in 1H15, to 51% at the end of 1H16. The underlying EBITDA amounted to €41 M, corresponding to an underlying EBITDA margin of 87.8%.
Net book value of the capital invested in real estate assets amounted to €888 M at the end of 1H16.
RP completed 3 sale and leaseback transactions in the amount of €230 M in 1H16, equivalent to a capital gain of approximately €63 M. This strategy enabled releasing capital from mature real estate assets while also maintaining adequate operational flexibility.
MC's freehold is now at 51%, moving closer to the stated target freehold level of 50%. At the end of 1H16, MC's real estate portfolio included 22 Continente stores, 62 Continente Modelo stores and 20 Continente Bom Dia stores. As for SR's freehold, it stood at 22% as of 1H16.
Sonae IM has an active portfolio strategy, with the clear objective of building and managing a portfolio of tech-based companies linked to retail and telecommunications.
| WeDo Technologies Saphety Bizdirect S21Sec Movvo Brightpixel |
Technology portfolio | |||||
|---|---|---|---|---|---|---|
| InovRetail |
| Turnover and underlying EBITDA | ||||||||
|---|---|---|---|---|---|---|---|---|
| Million euros | 1H15 | 1H16 | y.o.y. | 2Q15 | 2Q16 | y.o.y. | ||
| Turnover | 59 | 61 | 1.9% | 31 | 34 | 9.3% | ||
| Underlying EBITDA | 4 | 2 | -52.0% | 2 | 1 | -26.7% | ||
| Underlying EBITDA margin | 6.6% | 3.1% | -3.5 p.p. | 6.0% | 4.0% | -2.0 p.p. |
In the Technology arm, IM turnover reached €61 M, increasing 1.9% when compared to 1H15, driven by a growth of 9.3% in 2Q16. Underlying EBITDA amounted to €2 M, which translates into an Underlying EBITDA margin of 3.1%, although showing an improving trend in 2Q16 versus 1Q16.
Note: For consolidation purposes, Sonae IM also includes some partnerships - MDS, Maxmat, Tlantic and Público which reached a turnover of €67 M and an underlying EBITDA of €4 M in 1H16.
WeDo Technologies is a worldwide market leader in enterprise business assurance software that works for more than 190 telco operators from more than 90 countries. During 1H16, WeDo acquired 5 new telco customers, continuing to enlarge its worldwide customer base. At the end of 1H16, 77% of its turnover was generated outside Portugal.
S21sec strengthened its position in the European cybersecurity market with the acquisition of SysValue in May 2016, becoming the leading pure play cybersecurity player in Portugal. Recently, S21Sec announced that it will actively participate in the development of future information security policies in Europe, as a member of the group that will work with the European Commission.
Saphety is a solutions provider for business processes optimisation that has a strong position in electronic invoicing and the EDI (Electronic Data Interchange) market, as well as in data synchronization for GS1 worldwide organizations. International revenues increased more than 35% when compared to 1H15, namely in SaphetySYNC line, with international markets representing circa 45% of total revenues. EBITDA also grew 24% y.o.y..
Bizdirect is specialised in IT solutions commercialisation, consulting and management of corporate software licensing contracts and Microsoft solutions integration. In 1H16 Bizdirect's turnover increased 14% with all business units over performing 1H15 and contributing to an EBITDA margin improvement of 0.7p.p..
Movvo refocused its efforts on building up the product robustness, coupled with an emphasis on creating a standardised offer, so to fully prepare the company for international scaling.
Bright Pixel, publicly launched in April, is a company composed of a group of experienced builders, creative thinkers and investors whose goal is to transform the creation of new ventures and the way companies address innovation. Bright Pixel is also promoting a close relationship with its partners by developing quick proof of concepts aimed at resolving technology and business needs in themes such as retail, media, cyber-security and telecommunications.
Already in July 2016, Sonae IM announced the investment in InovRetail, whose core business is the development of advanced analytics tools, aiming to assist retailers in improving their performance, by enabling them to make better informed decisions. The immediate steps include accelerating growth in existing markets, as well as, penetrating new ones, through investment in building up the team, improving the SaaS platform and reinforcing R&D.
| Operational Indicators | |||
|---|---|---|---|
| 1H15 | 1H16 | y.o.y. | |
| Footfall (million visitors) | 211 | 204 | -3.0% |
| Europe & New Markets | 159 | 156 | -1.7% |
| Brazil | 52 | 48 | -7.1% |
| Ocuppancy rate (%) | 95.8% | 96.1% | 0.2 p.p. |
| Europe | 95.9% | 97.1% | 1.1 p.p. |
| Brazil | 95.5% | 93.0% | -2.6 p.p. |
| Like-for-Like (LfL) tenant sales | |||
| Europe | 2.8% | 3.9% | 1.1 p.p. |
| Brazil (local currency) | 7.3% | 0.0% | -7.3 p.p. |
| Tenant sales (million euros) | 2,081 | 1,966 | -5.5% |
| Europe (million euros) | 1,404 | 1,439 | 2.5% |
| Brazil (million euros) | 676 | 525 | -22.3% |
| Brazil (million reais) | 2,235 | 2,166 | -3.1% |
| Nº of shopping centres owned and managed (EOP) |
68 | 65 | -3 |
| Europe | 57 | 55 | -2 |
| Brazil | 11 | 10 | -1 |
| Nº of shopping centres owned/co owned (EOP) |
46 | 44 | -2 |
| Europe | 36 | 35 | -1 |
| Brazil | 10 | 9 | -1 |
| GLA under Management ('000 sqm) | 2,422 | 2,288 | -5.5% |
| Europe & New Markets | 1,900 | 1,806 | -4.9% |
| Brazil | 522 | 481 | -7.7% |
| Financial Indicators | ||||
|---|---|---|---|---|
| Million euros | 1H15 | 1H16 | y.o.y. | 2Q15 |
| Turnover | 108 | 100 | -7.7% | 53 |
| EBIT | 50 | 47 | -5.9% | 24 |
| EBIT margin | 46.3% | 47.2% | 0.9 p.p. | 45.1% |
| Direct results | 27 | 27 | 0.0% | 12 |
| Indirect results | 52 | 32 | -38.7% | 54 |
| Net results | 79 | 59 | -25.6% | 67 |
| … attributable to Sonae | 40 | 30 | -25.6% | 33 |
(1) Includes investment properties at open market value and development properties at cost.
Tenant sales in Europe increased 2.5%, to €1,439 M, corresponding to an increase in LfL tenant sales of 3.9%. The tenant sales in Brazil reached 0.0% in LfL terms.
Occupancy rates stood at 96.1%, backed by a strong performance in Europe, notwithstanding the performance in Brazil, impacted by the challenging macroeconomic environment.
Sierra's turnover reached €100 M, a decrease of 7.7% when compared to 1H15, driven by the execution of Sierra's capital recycling strategy. We would also like to highlight asset disposals such as Colombo Tower (Portugal), Zubiarte (Spain), Loop 5 (Germany), Boavista Shopping (Brazil), the 25% dilution in the Sierra Portugal Fund, and the recent dilution in the ownership of AlgarveShopping, Estação Viana Shopping and Luz del Tajo (following the closing of the partnership with CBRE Global Investment Partners). The adverse exchange rate effect of the Brazilian Real against the Euro (average rate 6M16 vis-àvis average rate 6M15) has also had a negative impact on turnover performance. The EBIT stood at €47 M, less 5.9% y.o.y., corresponding to an EBIT margin of 47.2%. Excluding the portfolio changes and the exchange rate effect mentioned previously, EBIT increased 11% as a consequence of higher rental income and higher services rendered mainly to clients outside Sierra's shopping centre portfolio.
Direct results amounted to €27 M, with no change in comparison to 1H15 and indirect results reached €32 M, benefiting from the capital gains of disposals and from the increased asset valuations that occurred at the end of the semester, driven by operational improvements and yields compression in Iberia.
Sierra currently has 6 projects under development: ParkLake (Romania), Nuremberg (Germany), Zenata (Morocco), Malaga Designer Outlet (Spain), NorteShopping Expansion (Portugal) and Cucuta (Colombia). ParkLake will be inaugurated in September 2016 and will comprise of a GLA of 70,000 sqm with over 200 shops, representing an investment of €180 M.
On June 30th 2016, the Investment and Development Properties attributable to Sierra reached €1.919 bn, €209 M below the 2015 year-end, driven by the effect of the disposals, which more than off-set the investment in the pipeline of projects under development and the positive exchange rate effect (closing rate 6M16 vis-à-vis closing rate 12M15).
NAV (Net Asset Value) reached €1.244 bn at the end of 1H16, €64 M above December 2015, reflecting the direct results of the period, the favourable exchange rate effect less the dividends payment.
In 1H16, Sierra was able to refinance approximately €260 M of its debt facilities, improving credit conditions such as the cost and the debt's average maturity. Loan-to-value reached 30% in 1H16, compared to a value of 40% in 1H15, reflecting the effect of the cash received from the recent asset disposals.
| Financial Indicators | ||||||
|---|---|---|---|---|---|---|
| Million euros | 1H15 | 1H16 | y.o.y. | 2Q15 | 2Q16 | y.o.y. |
| Operating revenues | 700 | 743 | 6.2% | 356 | 373 | 4.8% |
| EBITDA | 266 | 287 | 7.6% | 139 | 149 | - 7.3% |
| EBITDA margin | 38.1% | 38.6% | 0.5 p.p | 38.9% | 39.9% | 1.0 p.p |
| Net results | 47 | 51 | 7.6% | 24 | 27 | - 10.0% |
| Capex | 197 | 196 | -0.3% | 102 | 101 | - -1.4% - |
| Operational Indicators | ||||||
|---|---|---|---|---|---|---|
| ('000) | 1H15 | 1H16 | y.o.y. | 2Q15 | 2Q16 | y.o.y. |
| Total RGUs (Net adds) | 404 | 282 | - | 239 | 151 | - |
| Convergent RGUs (Net adds) | 590 | 303 | - | 249 | 168 | - |
| Mobile (Net adds) | 0 218 |
147 | - | 131 | 97 | - |
| Pay TV (Net adds) | 26 | 31 | - | 14 | 13 | - |
| Total RGUs | 8,029 | 8,746 | 8.9% | 8,029 | 8,746 | 8.9% |
| Convergent RGUs | 2,443 | 3,157 | 29.2% | 2,443 | 3,157 | 29.2% |
| Convergent customers | 510 | 644 | 26.3% | 510 | 644 | 26.3% |
| ARPU/Unique subscriber with fixed access (euros) |
42 | 43 | 3.9% | 42 | 43 | 2.3% |
NOS published its results on July 27th 2016, which are available at www.nos.pt.
The operating revenues increased 6.2% y.o.y to €743 M, in 1H16, maintaining the very positive top line performance.
EBITDA registered €287 M, improving 7.6% when compared to 1H15 and corresponding to an EBITDA margin of 38.6%.
Net results grew by 7.6%, to €51 M.
Total RGUs grew by 8.9%, to 8,746 M and convergent RGUs increased to 3,157 M, +29.2% y.o.y..
ARPU continued to grow, reaching 43 euros in 1H16, increasing 3.9% when compared to 1H15.
During 1H16, NOS market capitalisation decreased 24.8%, corresponding to a share price decrease from €7.246 to €5.450.
The PSI20, the main Portuguese index, decreased its market capitalisation 16.2% in the same period.
On May 12th 2016, Sonae announced Sonae SR agreement to acquire a 50% stake in IVN – Serviços Partilhados, S.A., which trades under the trademark "Salsa". Salsa is an internationally renowned Portuguese jeanswear brand, recognised for its entrepreneurial spirit and development of innovative products. The conclusion of this transaction was announced to the market on June 30th 2016.
On June 15th 2016, Sonaecom – SGPS, S.A. announced the sale of its 2.14% direct participation in the capital of NOS – SGPS, S.A. to Zopt – SGPS, S.A. This participation corresponded to 11,012,532 shares, amounting to approximately €83 M.
On August 5th 2016, Sonae IM announced an agreement with Novo Banco to be the leading investor in a transaction involving the acquisition of participation units in 3 venture capital funds from Novo Banco. These participations will enable Sonae IM to reinforce its portfolio through sizable stakes in companies such as Outsystems and Feedzai.
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 and ZOPT net results) + non recurrent items. |
| EBITDA margin | EBITDA / turnover. |
| (Direct) EBT | Direct results before non-controlling interests and taxes. |
| E&A (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 - CAPEX - change in working capital - financial results - income taxes. |
| Financial net debt | Total net debt excluding shareholders' loans. |
| FMCG | Fast-Moving Consumer Goods. |
| Gearing (book value) | The average of the last four quarters considering, for each quarter, total net debt (EoP) / total shareholders' funds (EoP). |
| Gearing (market value) |
The average of the last four quarters considering, for each quarter, total net debt (EoP) / equity value considering the closing price of Sonae shares on the last day of each quarter. |
| GLA | 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 the 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 and co-owned by Sonae Sierra. |
| Liquidity | Cash & equivalents + current investments. |
|---|---|
| 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 capitalisation 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, 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 (LTM) / 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 amortisations. |
| Underlying EBITDA | Recurrent EBITDA from the businesses consolidated using the full consolidation method |
| Nr. of Stores | Sales Area ('000 sqm) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 31 Dec 2015 |
Stores Opened |
M&A | Banner Changed |
Stores Closed |
30 Jun 2016 |
31 Dec 2015 |
Stores Opened (3) |
M&A | Banner Changed |
Stores Closed |
30 Jun 2016 |
|
| Sonae MC | 746 | 61 | 0 | 0 | -15 | 792 | 673 | 24 | 0 | 0 | -3 | 694 |
| Company Operated (1) | 509 | 19 | 0 | 0 | -2 | 526 | 619 | 17 | 0 | 0 | -1 | 635 |
| Continente | 40 | 1 | 0 | 0 | 0 | 41 | 283 | 6 | 0 | 0 | 0 | 290 |
| Continente Modelo | 123 | 0 | 0 | 0 | 0 | 123 | 246 | 0 | 0 | 0 | 0 | 246 |
| Continente Bom Dia | 52 | 7 | 0 | 0 | 0 | 59 | 58 | 10 | 0 | 0 | 0 | 68 |
| Well's | 152 | 6 | 0 | 0 | 0 | 158 | 16 | 0 | 0 | 0 | 0 | 16 |
| Bom Bocado / Bagga | 111 | 3 | 0 | 0 | -1 | 113 | 6 | 0 | 0 | 0 | 0 | 6 |
| Note! / Makenotes | 25 | 1 | 0 | 0 | 0 | 26 | 6 | 0 | 0 | 0 | 0 | 6 |
| Other (2) | 6 | 1 | 0 | 0 | -1 | 6 | 4 | 0 | 0 | 0 | -1 | 3 |
| Franchising | 237 | 42 | 0 | 0 | -13 | 266 | 54 | 7 | 0 | 0 | -2 | 60 |
| Continente Modelo | 7 | 0 | 0 | 0 | 0 | 7 | 17 | 0 | 0 | 0 | 0 | 17 |
| Meu Super | 205 | 37 | 0 | 0 | -13 | 229 | 35 | 7 | 0 | 0 | -2 | 40 |
| Well's | 15 | 5 | 0 | 0 | 0 | 20 | 1 | 0 | 0 | 0 | 0 | 2 |
| Bom Bocado / Bagga | 5 | 0 | 0 | 0 | 0 | 5 | 0 | 0 | 0 | 0 | 0 | 0 |
| Note! | 5 | 0 | 0 | 0 | 0 | 5 | 1 | 0 | 0 | 0 | 0 | 1 |
| Sonae SR | 596 | 15 | 0 | 0 | -17 | 594 | 381 | 2 | 0 | 0 | -9 | 374 |
| Company Operated (1) | 516 | 11 | 0 | 0 | -12 | 515 | 360 | 1 | 0 | 0 | -9 | 353 |
| Electronics | 227 | 5 | 0 | 0 | -6 | 226 | 189 | 0 | 0 | 0 | -6 | 183 |
| Portugal | 177 | 2 | 0 | 0 | -2 | 177 | 118 | 0 | 0 | 0 | 0 | 118 |
| Worten | 138 | 2 | 0 | 0 | 0 | 140 | 116 | 0 | 0 | 0 | 0 | 116 |
| Worten Mobile | 39 | 0 | 0 | 0 | -2 | 37 | 1 | 0 | 0 | 0 | 0 | 1 |
| Spain Worten |
50 50 |
3 3 |
0 0 |
0 0 |
-4 -4 |
49 49 |
72 72 |
0 0 |
0 0 |
0 0 |
-6 -6 |
66 66 |
| Sports | 108 | 5 | 0 | 0 | -1 | 112 | 95 | 2 | 0 | 0 | -1 | 96 |
| Portugal | 75 | 3 | 0 | 0 | 0 | 78 | 62 | 1 | 0 | 0 | 0 | 64 |
| Sport Zone | 75 | 3 | 0 | 0 | 0 | 78 | 62 | 1 | 0 | 0 | 0 | 64 |
| Spain | 33 | 2 | 0 | 0 | -1 | 34 | 33 | 1 | 0 | 0 | -1 | 32 |
| Sport Zone | 33 | 2 | 0 | 0 | -1 | 34 | 33 | 1 | 0 | 0 | -1 | 32 |
| Fashion | 181 | 1 | 0 | 0 | -5 | 177 | 76 | -1 | 0 | 0 | -2 | 73 |
| Portugal | 147 | 1 | 0 | 0 | -2 | 146 | 66 | -1 | 0 | 0 | -1 | 64 |
| Mo | 108 | 0 | 0 | 0 | -1 | 107 | 54 | -1 | 0 | 0 | 0 | 52 |
| Zippy (4) | 39 | 1 | 0 | 0 | -1 | 39 | 12 | 0 | 0 | 0 | 0 | 12 |
| Spain | 34 | 0 | 0 | 0 | -3 | 31 | 10 | 0 | 0 | 0 | -1 | 9 |
| Zippy | 24 | 0 | 0 | 0 | -3 | 21 | 7 | 0 | 0 | 0 | -1 | 6 |
| Losan | 10 | 0 | 0 | 0 | 0 | 10 | 3 | 0 | 0 | 0 | 0 | 3 |
| Franchising | 80 | 4 | 0 | 0 | -5 | 79 | 21 | 1 | 0 | 0 | -1 | 21 |
| Electronics | 4 | 0 | 0 | 0 | 0 | 4 | 2 | 0 | 0 | 0 | 0 | 2 |
| Portugal | 4 | 0 | 0 | 0 | 0 | 4 | 2 | 0 | 0 | 0 | 0 | 2 |
| Worten | 4 | 0 | 0 | 0 | 0 | 4 | 2 | 0 | 0 | 0 | 0 | 2 |
| Sports | 9 | 0 | 0 | 0 | 0 | 9 | 4 | 0 | 0 | 0 | 0 | 4 |
| Portugal | 4 | 0 | 0 | 0 | 0 | 4 | 2 | 0 | 0 | 0 | 0 | 2 |
| Sport Zone | 4 | 0 | 0 | 0 | 0 | 4 | 2 | 0 | 0 | 0 | 0 | 2 |
| Other Countries (5) | 5 | 0 | 0 | 0 | 0 | 5 | 2 | 0 | 0 | 0 | 0 | 2 |
| Fashion | 67 | 4 | 0 | 0 | -5 | 66 | 15 | 1 | 0 | 0 | -1 | 15 |
| Portugal (Mo) | 5 | 0 | 0 | 0 | 0 | 5 | 1 | 0 | 0 | 0 | 0 | 1 |
| Other Countries | 62 | 4 | 0 | 0 | -5 | 61 | 14 | 1 | 0 | 0 | -1 | 14 |
| Zippy (6) | 50 | 3 | 0 | 0 | -5 | 48 | 10 | 1 | 0 | 0 | -1 | 10 |
| Mo (7) | 12 | 0 | 0 | 0 | 0 | 12 | 4 | 0 | 0 | 0 | 0 | 4 |
| Losan(8) | 0 | 1 | 0 | 0 | 0 | 1 | 0 | 0 | 0 | 0 | 0 | 0 |
| Sonae IM | 30 | 0 | 0 | 0 | 0 | 30 | 54 | 0 | 0 | 0 | 0 | 54 |
| Maxmat | 30 | 0 | 0 | 0 | 0 | 30 | 54 | 0 | 0 | 0 | 0 | 54 |
(1) Includes Joint-Ventures;
(2) Includes outlet;
(3) Includes changes in sales area due to refurbishments;
(4) Includes a pop up store opened in 2014 converted into a permanent store;
(5) Includes India, France and Spain;
(6) Includes Turkey, Saudi Arabia, Egypt, Kazakhstan, Azerbaijan, Dominican Republic, Venezuela, Morocco, Lebanon, Qatar, St. Maarten (2015), Jordan (2015), Armenia, Chile (2015), Georgia, Equator, Cyprus, Kurdistan, Libya, Tunisia, Philippines and Mozambique;
(7) Includes Spain, Bulgaria, Mozambique and Saudi Arabia;
(8) Bahrein.
| Sonae profit and loss account | ||||||||
|---|---|---|---|---|---|---|---|---|
| Million euros | 1H15 | 1H16 | y.o.y. | |||||
| Turnover | 2,329 | 2,431 | 4.4% | |||||
| Underlying EBITDA | 132 | 111 | -15.4% | |||||
| Underlying EBITDA margin | 5.7% | 4.6% | -1.1 p.p. | |||||
| EBITDA | 191 | 190 | -0.4% | |||||
| EBITDA margin | 8.2% | 7.8% | -0.4 p.p. | |||||
| Depreciations & amortisations (1) | -88 | -97 | -10.5% | |||||
| EBIT | 103 | 93 | -9.8% | |||||
| Net financial activity | -36 | -26 | 28.8% | |||||
| EBT | 67 | 67 | 0.7% | |||||
| Taxes | -11 | -1 | 93.9% | |||||
| Direct results | 56 | 66 | 18.7% | |||||
| Indirect results (2) | 43 | 11 | -74.3% | |||||
| Net income | 99 | 77 | -21.7% | |||||
| Minority interests | -2 | -1 | 58.4% | |||||
| Net income group share | 97 | 77 | -20.9% |
(1) Includes provisions and impairments; (2) Includes: (i) Sonae's Sierra indirect income contribution; (ii) NOS mark to market effect; (iii) other asset provisions for possible future liabilities in non-core and/or discontinued operations and (iv) non-cash impairments for operational assets.
| Sonae statement of financial position | |||
|---|---|---|---|
| Million euros | 1H15 | 1H16 | y.o.y. |
| TOTAL ASSETS | 5,215 | 5,350 | 2.6% |
| Non current assets | 3,898 | 3,951 | 1.4% |
| Tangible and intangible assets | 1,897 | 1,810 | -4.6% |
| Assets available for sale | 5 | 0 | - |
| Goodwill | 609 | 796 | 30.6% |
| Investment properties | 1 | 1 | -6.0% |
| Other investments | 1,263 | 1,244 | -1.6% |
| Deferred tax assets | 96 | 68 | -29.4% |
| Others | 27 | 33 | 19.7% |
| Current assets | 1,317 | 1,399 | 6.2% |
| Stocks | 564 | 654 | 15.9% |
| Trade debtors | 79 | 114 | 44.6% |
| Liquidity | 346 | 331 | -4.3% |
| Others | 328 | 300 | -8.6%- |
| SHAREHOLDERS' FUNDS | 1,836 | 1,939 | 5.6% |
| Equity holders | 1,696 | 1,732 | 2.1% |
| Attributable to minority interests | 140 | 208 | 47.8% |
| LIABILITIES | 3,379 | 3,410 | 0.9% |
| Non-current liabilities | 1,206 | 1,507 | 25.0% |
| Bank loans | 335 | 656 | 95.6% |
| Other loans | 698 | 707 | 1.2% |
| Deferred tax liabilities | 91 | 68 | -24.8% |
| Provisions | 32 | 39 | 20.5% |
| Others | 50 | 38 | -23.1% |
| Current liabilities | 2,173 | 1,903 | -12.4% |
| Bank loans | 118 | 335 | 183.2% |
| Other loans | 609 | 29 | -95.2% |
| Trade creditors | 922 | 993 | 7.7% |
| Others | 524 | 546 | 4.2% |
| SHAREHOLDERS' FUNDS + LIABILITIES |
5,215 | 5,350 | 2.6% |
Appendix
The signatories individually declare that, to their knowledge, the Management Report, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared meeting the standards of the applicable International Financial Reporting Standards, giving a truthful (fairly) and appropriate image, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of the issuer and that the Management Report faithfully describes the progress of the business and position of the issuer and of the companies included in the consolidation perimeter and contains a description of the major risks and uncertainties that they face.
Maia, 17 of August 2016
The Board of Directors,
| Duarte Paulo Teixeira de Azevedo | José Manuel Neves Adelino |
|---|---|
| Ângelo Gabriel Ribeirinho dos Santos Paupério | Marcelo Faria de Lima |
| Andrew Eustace Clavering Campbell | Margaret Lorraine Trainer |
| Christine Cross | Tsega Gebreyes |
Dag Johan Skattum
| Additions | Reductions | Position at 30.06.2016 |
Balance as of 30.06.2016 |
|||
|---|---|---|---|---|---|---|
| Date | Quantity | Aver. Price € | Quantity Aver. Price € |
Quantity | ||
| Duarte Paulo Teixeira de Azevedo () () (**) Efanor Investimentos, SGPS, SA (1) Migracom, SA (4) Sonae - SGPS, SA (3) Shares purchased under the terms of the Annual Performance Bonus Plan and Medium Term Closely connected person |
29-03-2016 | 805,730 | 0.051 | Minority Dominant |
805,730 530 (a) |
|
| Ângelo Gabriel Ribeirinho dos Santos Paupério (*) Sonae - SGPS, SA (3) Shares purchased under the terms of the Annual Performance Bonus Plan and Medium Term Enxomil - SGPS, SA (10) |
29-03-2016 | 664,248 | 0.051 | Dominant | 664,248 | |
| Belmiro Mendes de Azevedo (**) Efanor Investimentos, SGPS, SA (1) |
Dominant | |||||
| Maria Margarida Carvalhais Teixeira de Azevedo (**) Efanor Investimentos, SGPS, SA (1) Sonae - SGPS, SA (3) |
Minoritary | 14,901 | ||||
| Maria Cláudia Teixeira de Azevedo () (*) Efanor Investimentos, SGPS, SA (1) Sonae - SGPS, SA (3) Shares purchased under the terms of the Annual |
29-03-2016 | 114,472 | 0.051 | Minoritary | 319,150 | |
| Performance Bonus Plan and Medium Term Linhacom, SGPS, SA (6) |
Dominant | |||||
| Additions | Reductions | Position at 30.06.2016 |
Balance as of 30.06.2016 |
|||
| Date | Quantity | Aver. Price € | Quantity Aver. Price € |
Quantity | ||
| (1) Efanor Investimentos, SGPS, SA Sonae - SGPS, SA (3) Pareuro, BV (2) (2) Pareuro, BV |
Dominant | 200,100,000 | ||||
| Sonae - SGPS, SA (3) | 849,533,095 | |||||
| (3)Sonae - SGPS, SA Sonae Investments, BV (7) Sontel, BV (8) Sonaecom, SGPS, SA (9) |
Dominant Dominant Dominant |
|||||
| (4) Migracom, SA Sonae - SGPS, SA (3) Imparfin - Investimentos e Participações Financeiras, SA (5) |
Minority | 2,464,337 | ||||
| (5) Imparfin - Investimentos e Participações Financeiras, SA Sonae - SGPS, SA (3) |
4,105,280 | |||||
| (6) Linhacom, SGPS, SA Sonae - SGPS, SA (3) Imparfin - Investimentos e Participações Financeiras, SA (5) |
Minority | 439,314 | ||||
| (7) Sonae Investments BV Sontel BV (8) |
Dominant | |||||
| (8) Sontel BV Sonaecom, SGPS, SA (9) |
Dominant | |||||
| (9) Sonaecom SGPS, SA Sonae - SGPS, SA (treasury shares) Sale |
31-03-2016 | 137,859 | 1.064 | 0 | ||
| (10) Enxomil - SGPS, SA Sonae - SGPS, SA (3) |
2,021,855 |
(*) Member of the Board of Directors of Sonae - SGPS, SA
(**) Member of the Board of Directors of Efanor Investimentos SGPS, SA (directly and indirectly dominant company) (1)
(***) Member of the Board of Directors of Imparfin - Investimentos e Participações Financeiras, SA (5)
(a) article 248, paragraph 4), subparagraph b), of the Portuguese Securities Code - family member who resides with the person discharging managerial responsibilities for more than a year
Shares held and voting rights attributable to shareholders owning 2% or more of the share capital of the Sonae - SGPS, SA, calculated according to article 20 of the Portuguese Securities Code, as required by article 9 paragraph 1, subparagrah c), of the Portuguese Securities Market Comission (CMVM) Regulation nr. 05/2008:
| Shareholder | Nr. of shares | % Share capital and voting rights* |
% of exercisable voting rights** |
|---|---|---|---|
| Efanor Investimentos, SGPS, SA (I) | |||
| Directly | 200,100,000 | 10.0050% | 10.0050% |
| By Pareuro, BV (controlled by Efanor Investimentos, SGPS, SA) | 849,533,095 | 42.4767% | 42.4767% |
| By Maria Margarida CarvalhaisTeixeira de Azevedo (Director of Efanor Investimentos, SGPS, SA) | 14,901 | 0.0007% | 0.0007% |
| By Maria Cláudia Teixeira de Azevedo (Director of Efanor Investimentos, SGPS, SA) | 319,150 | 0.0160% | 0.0160% |
| By Duarte Paulo Teixeira de Azevedo (Director of Sonae, SGPS, SA and Efanor Investimentos, SGPS, SA) | 805,730 | 0.0403% | 0.0403% |
| By Migracom, SA (company controlled by Efanor Investimentos, SGPS, SA's Director Duarte Paulo Teixeira de Azevedo) |
2,464,337 | 0.1232% | 0.1232% |
| By Linhacom, SGPS, SA (company controlled by Efanor Investimentos, SGPS, SA's Director Maria Cláudia Teixeira de Azevedo) |
439,314 | 0.0220% | 0.0220% |
| Total attributable to Efanor Investimentos, SGPS, SA | 1,053,676,527 | 52.6838% | 52.6838% |
| Banco BPI, SA | 132,851,868 | 6.6426% | 6.6426% |
| Banco Português de Investimento, SA | 365,199 | 0.0183% | 0.0183% |
| Fundos de Pensões do Banco BPI | 40,071,372 | 2.0036% | 2.0036% |
| BPI Vida - Companhia de Seguros de Vida, SA | 4,751,416 | 0.2376% | 0.2376% |
| Total attributable to Banco BPI, SA (II) | 178,039,855 | 8.9020% | 8.9020% |
| Fundação Berardo, Instituição Particular de Solidariedade Social | 49,849,514 | 2.4925% | 2.4925% |
| Total attributable to Fundação Berardo, Instituição Particular de Solidariedade Social | 49,849,514 | 2.4925% | 2.4925% |
Source: communications received by the Company regarding qualified shareholdings up to 30th June 2016
* Voting rights calculated based on the Company's share capital with voting rights, as per subparagraph b) of paragraph 3 of article 16 of the Portuguese Securities Code **Voting rights calculated based on the Company's share capital with voting rights that are not subject to suspension of exercise
(I) Belmiro Mendes de Azevedo is, according to subparagraph b) of paragraph 1 of article 20 and paragraph 1 of article 21, both of the Portuguese Securities Code, the "ultimate beneficial owner", as he is the controlling shareholder of Efanor Investimentos, SGPS, SA and the latter wholly owns Pareuro BV
(II) total number of voting rights attributed to Banco BPI, SA as per article 20 of the Portuguese Securities Code
Condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2016 AND 2015 AND 31 DECEMBER 2015
(Amounts expressed in euro)
(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| ASSETS | Notes | 30 Jun 2016 | 30 Jun 2015 | 31 Dec 2015 |
|---|---|---|---|---|
| NON-CURRENT ASSETS: | ||||
| Tangible assets | 8 | 1,557,898,110 | 1,657,694,583 | 1,543,114,788 |
| Intangible assets | 9 | 251,785,116 | 239,692,537 | 244,450,349 |
| Investment properties | 891,004 | 947,988 | 919,609 | |
| Goodwill | 10 | 796,055,593 | 609,445,302 | 624,543,913 |
| Investments in joint ventures and associates | 5 | 1,216,147,495 | 1,231,776,448 | 1,214,889,100 |
| Other investments | 6 and 11 | 27,543,497 | 30,729,858 | 29,549,661 |
| Deferred tax assets | 14 | 67,608,087 | 95,793,394 | 63,869,618 |
| Other non-current assets | 12 | 32,742,079 | 27,351,341 | 31,610,627 |
| Total Non-Current Assets | 3,950,670,981 | 3,893,431,451 | 3,752,947,665 | |
| CURRENT ASSETS: | ||||
| Inventories | 653,928,639 | 564,377,431 | 634,764,894 | |
| Trade account receivables and other debtors | 13 | 413,892,709 | 327,954,878 | 340,621,061 |
| Investments | 11 | 1,848,262 | 80,038,857 | 82,430,974 |
| Cash and cash equivalents | 15 | 329,208,258 | 344,917,430 | 282,751,583 |
| Total Current Assets | 1,398,877,868 | 1,317,288,596 | 1,340,568,512 | |
| Assets available for sale | 16 | - | 4,525,381 | 131,044,138 |
| TOTAL ASSETS | 5,349,548,849 | 5,215,245,428 | 5,224,560,315 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 17 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 |
| Own shares | 17 | (115,587,743) | (127,053,683) | (123,493,932) |
| Reserves and retained earnings | (229,222,043) | (273,953,776) | (393,321,903) | |
| Profit/(Loss) for the period attributable to the equity holders of the Parent Company | 76,522,364 | 96,710,933 | 175,306,228 | |
| Equity attributable to the equity holders of the Parent Company | 1,731,712,578 | 1,695,703,474 | 1,658,490,393 | |
| Equity attributable to non-controlling interests | 18 | 207,611,732 | 140,454,523 | 136,303,721 |
| TOTAL EQUITY | 1,939,324,310 | 1,836,157,997 | 1,794,794,114 | |
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: | ||||
| Loans | 19 | 1,362,271,620 | 1,033,510,811 | 1,272,864,874 |
| Other non-current liabilities | 21 | 38,125,373 | 49,575,061 | 36,028,880 |
| Deferred tax liabilities | 14 | 68,086,722 | 90,596,958 | 72,759,772 |
| Provisions | 24 | 38,969,336 | 32,341,763 | 38,810,058 |
| Total Non-Current Liabilities | 1,507,453,051 | 1,206,024,593 | 1,420,463,584 | |
| CURRENT LIABILITIES: | ||||
| Loans | 19 | 364,427,657 | 727,643,748 | 314,262,928 |
| Trade creditors and other liabilities | 23 | 1,535,085,609 | 1,441,719,472 | 1,691,955,699 |
| Provisions | 24 | 3,258,222 | 3,699,618 | 3,083,990 |
| Total Current Liabilities | 1,902,771,488 | 2,173,062,838 | 2,009,302,617 | |
| TOTAL LIABILITIES | 3,410,224,539 | 3,379,087,431 | 3,429,766,201 | |
| TOTAL EQUITY AND LIABILITIES | 5,349,548,849 | 5,215,245,428 | 5,224,560,315 |
The accompanying notes are part of these condensed consolidated financial statements.
CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2016 AND 2015
(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| (Amounts expressed in euro) | Notes | nd Quarter 2016 2 |
2nd Quarter 2015 | 30 Jun 2016 | 30 Jun 2015 |
|---|---|---|---|---|---|
| Sales | 30 | 1,158,143,112 | 1,136,670,423 | 2,327,071,961 | 2,238,932,328 |
| Services rendered | 30 | 57,897,700 | 46,232,333 | 104,332,259 | 90,033,961 |
| Gains and losses on investments | 1,850,370 | (3,193,261) | 1,851,952 | (3,193,261) | |
| Investment income investments recorded at fair value through profit | 11 | 8,944,466 | 4,768,426 | (6,318,903) | 21,342,287 |
| Financial income | 690,673 | 2,121,630 | 2,099,626 | 7,331,674 | |
| Other income | 27 | 180,828,784 | 205,883,247 | 409,525,679 | 356,463,767 |
| Cost of goods sold and materials consumed | (972,382,618) | (934,048,831) | (1,951,511,392) | (1,832,119,190) | |
| Changes in stocks of finished goods and work in progress | 375,546 | 3,223 | 439,937 | 15,147 | |
| External supplies and services | (173,652,336) | (156,402,101) | (335,306,872) | (307,864,765) | |
| Staff costs | (178,910,271) | (170,606,535) | (357,623,621) | (337,027,393) | |
| Depreciation and amortisation | 8 and 9 | (44,105,903) | (42,936,378) | (87,062,388) | (85,854,653) |
| Provisions and impairment losses | (424,304) | (690,056) | (8,222,330) | (2,773,904) | |
| Financial expense | (11,996,537) | (20,313,160) | (27,728,675) | (43,350,965) | |
| Other expenses | (15,900,003) | (21,233,279) | (32,712,833) | (42,942,355) | |
| Share of results of joint ventures and associetad companies | 5 | 26,292,276 | 39,071,258 | 39,226,817 | 50,478,968 |
| Profit/(Loss) before taxation | 37,650,955 | 85,326,939 | 78,061,217 | 109,471,646 | |
| Taxation | 28 | 10,873,331 | (7,818,058) | (647,133) | (10,616,126) |
| Profit/(Loss) after taxation | 48,524,286 | 77,508,881 | 77,414,084 | 98,855,520 | |
| Attributable to: | |||||
| Equity holders of the Parent Company: | 46,440,466 | 76,871,990 | 76,522,364 | 96,710,933 | |
| Non-controlling interests | 18 | 2,083,820 | 636,891 | 891,720 | 2,144,587 |
| Profit/(Loss) per share | |||||
| Basic | 29 | 0.025585 | 0.042093 | 0.042634 | 0.053659 |
| Diluted | 29 | 0.023930 | 0.040404 | 0.039799 | 0.051464 |
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.)
| nd Quarter 2016 2 |
2nd Quarter 2015 | 30 Jun 2016 | 30 Jun 2015 |
|---|---|---|---|
| 48,524,286 | 77,508,881 | 77,414,084 | 98,855,520 |
| 7,581,220 | (376,267) | 3,095,479 | (1,533,253) |
| (5,201,416) | (680,397) | (11,377,435) | (4,495,204) |
| 2,669,830 | (2,326,167) | 557,780 | (2,741,926) |
| (651,027) | 569,671 | (135,790) | 675,180 |
| (45,694) | (51,845) | (54,022) | (70,782) |
| 4,352,913 | (2,865,005) | (7,913,988) | (8,165,985) |
| 52,877,200 | 74,643,877 | 69,500,096 | 90,689,535 |
| 47,842,677 | 74,143,812 | 68,977,578 | 88,777,593 |
| 5,034,523 | 500,065 | 522,518 | 1,911,942 |
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.)
| Res erv |
nd R ined eta es a |
Ear ning s |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Am ro) ed i ts e oun xpr ess n eu |
Sha re Cap ital |
Ow n Sha res |
al Leg Res erv e |
Cur ren cy nsla Tra tion Res erv e |
Inve stm ent s lue Fair Va Res erv e |
Hed ging Res erv e |
Opt ion Pre miu m Con tibl ver e Bon ds |
Oth er R ese rves and d Ret aine Earn ings |
al Tot |
Net Pro fit/ (Los s) |
al Tot |
Non trol ling con Inte rest s |
al Tot Equ ity |
| Att ribu tab le t o Eq |
uity Ho lde rs o |
f Pa t Co ren mp any |
(No te 1 8) |
||||||||||
| Bala at 1 Jan 201 5 nce as uary |
2,00 0,00 0,00 0 |
(136 ) ,273 ,735 |
196 ,260 ,390 |
3,37 5,81 8 |
(1,1 24) 24,1 |
1,36 6,86 6 |
22,3 13,0 00 |
(557 ) ,725 ,640 |
(335 ) ,533 ,690 |
143 ,838 ,207 |
1,67 2,03 0,78 2 |
160 ,200 ,533 |
1,83 2,23 1,31 5 |
| Tot al c ive inco for the riod om pre ens me pe |
- | - | - | (787 ) ,506 |
- | (2,0 80) 26,7 |
- | (5,1 54) 19,0 |
(7,9 40) 33,3 |
96,7 10,9 33 |
88,7 77,5 93 |
1,91 1,94 2 |
90,6 89,5 35 |
| of c olid d ne ofit of App riat ion 201 4 ate t pr rop ons |
|||||||||||||
| Tra nsfe leg al re nd r ined ning r to eta serv es a ear s |
- | - | 47,9 51,2 02 |
- | - | - | - | 95,8 87,0 05 |
143 ,838 ,207 |
(143 ) ,838 ,207 |
- | - | - |
| Divi den ds d istr ibut ed |
- | - | - | - | - | - | - | (68, 258 ,971 ) |
(68, 258 ,971 ) |
- | (68, 258 ,971 ) |
(1,4 74,6 71) |
(69, 733 ,642 ) |
| f ow n sh Acq uiti on o are s |
- | 9,22 0,05 2 |
- | - | - | - | - | - | - | - | 9,22 0,05 2 |
- | 9,22 0,05 2 |
| Obl fulf ield by sha but loye igat ion ttri ion to e re a mp es |
- | - | - | - | - | - | - | (7,4 65) 48,3 |
(7,4 65) 48,3 |
- | (7,4 65) 48,3 |
(135 ) ,858 |
(7,5 23) 84,2 |
| ial d ispo sal qui sitio f af filia ted ies Part or a ns o com pan |
- | - | - | - | - | - | - | (1,8 68,1 36) |
(1,8 68,1 36) |
- | (1,8 68,1 36) |
(20, 044 ,995 ) |
(21, 913 ,131 ) |
| Oth ers |
- | - | - | - | - | - | - | 3,25 0,51 9 |
3,25 0,51 9 |
- | 3,25 0,51 9 |
(2,4 28) |
3,24 8,09 1 |
| Bala at 3 0 Ju ne 2 015 nce as |
2,00 0,00 0,00 0 |
(127 ) ,053 ,683 |
244 ,211 ,592 |
2,58 8,31 2 |
(1,1 24) 24,1 |
(659 ) ,914 |
22,3 13,0 00 |
(541 ) ,282 ,642 |
(273 ) ,953 ,776 |
96,7 10,9 33 |
1,69 5,70 3,47 4 |
140 ,454 ,523 |
1,83 6,15 7,99 7 |
| Bala at 1 Jan 201 6 nce as uary |
2,00 0,00 0,00 0 |
(123 ) ,493 ,932 |
244 ,211 ,592 |
1,13 5,80 1 |
- | 272 ,950 |
22,3 13,0 00 |
(661 ) ,255 ,246 |
(393 ) ,321 ,903 |
175 ,306 ,228 |
1,65 8,49 0,39 3 |
136 ,303 ,721 |
1,79 4,79 4,11 4 |
| al c ive inco for the riod Tot om pre ens me pe |
- | - | - | 3,65 6 1,17 |
- | 408 ,991 |
- | (9,1 27,4 33) |
(7,5 86) 44,7 |
76,5 22,3 64 |
68,9 78 77,5 |
522 ,518 |
69,5 00,0 96 |
| of c ofit of App riat ion olid d ne 201 5 ate t pr rop ons |
|||||||||||||
| Tra nsfe leg al re nd r ined ning r to eta serv es a ear s |
- | - | - | - | - | - | - | 175 ,306 ,228 |
175 ,306 ,228 |
(175 ,306 ,228 ) |
- | - | - |
| den ds d ibut ed Divi istr |
- | - | - | - | - | - | - | - | - | - | - | (1,8 17) 66,8 |
(1,8 17) 66,8 |
| ribu of e fu nd Dist tion inve inc stm ent om |
- | - | - | - | - | - | - | - | - | - | - | (492 ) ,503 |
(492 ) ,503 |
| Obl igat ion fulf ield by sha ttri but ion loye to e re a mp es |
- | - | - | - | - | - | - | (3,6 50,8 07) |
(3,6 50,8 07) |
- | (3,6 50,8 07) |
(79, 384 ) |
(3,7 30,1 91) |
| tial cell atio n of Cas h Se ttle d Eq uity Sw ap ( ) Par Not e 17 can |
- | 7,90 6,18 9 |
- | - | - | - | - | (49, 840 ) |
(49, 840 ) |
- | 7,85 6,34 9 |
- | 7,85 6,34 9 |
| cha ubs idia Per in s ries tage cen nge |
- | - | - | - | - | - | - | 39,0 65 |
39,0 65 |
- | 39,0 65 |
134 ,197 |
173 ,262 |
| Acq uisi tion of s ubs idia ries |
- | - | - | - | - | - | - | - | - | - | - | 73,0 90,0 00 |
73,0 90,0 00 |
| Oth ers |
- | - | - | - | - | - | - | - | - | - | - | - | - |
| Bala at 3 0 Ju ne 2 016 nce as |
2,00 0,00 0,00 0 |
(115 ) ,587 ,743 |
244 ,211 ,592 |
2,30 9,45 7 |
- | 681 ,941 |
22,3 13,0 00 |
(498 ) ,738 ,033 |
(229 ) ,222 ,043 |
76,5 22,3 64 |
1,73 1,71 2,57 8 |
207 ,611 ,732 |
1,93 9,32 4,31 0 |
The accompanying notes are part of these condensed consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 JUNE 2016 AND 2015
| (Amounts expressed in euro) | Notes | ||||
|---|---|---|---|---|---|
| nd Quarter 2016 2 |
2nd Quarter 2015 | 30 Jun 2016 | 30 Jun 2015 | ||
| OPERATING ACTIVITIES | |||||
| Net cash flow from operating activities (1) | 3,622,953 | 38,136,751 | (164,156,683) | (102,610,591) | |
| INVESTMENT ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Investments | 11 | 83,186,984 | - | 83,186,984 | - |
| Tangible and Intangible assets | 8 | 423,661 | 183,146,691 | 230,165,372 | 183,627,662 |
| Interests and similar income | 561,867 | 859,528 | 1,076,239 | 1,287,270 | |
| Loans granted | 1,535 | 1,715,000 | 1,535 | 4,350,098 | |
| Dividends | 34,763,574 | 9,154,163 | 34,765,188 | 9,154,163 | |
| Others | 6,935,697 | 7,807,985 | 6,935,697 | 7,807,985 | |
| 124,772,885 | 202,683,367 | 356,131,015 | 206,227,178 | ||
| Cash Payments arising from: | |||||
| Investments | (65,264,916) | (916,123) | (65,638,931) | (1,161,653) | |
| Tangible and Intangible assets | (69,962,283) | (41,919,404) | (139,434,621) | (106,728,285) | |
| Loans granted | - | (2,682,226) | - | (4,047,226) | |
| Others | (193,928) | (633,133) | (382,808) | (633,133) | |
| (135,421,127) | (46,150,886) | (205,456,360) | (112,570,297) | ||
| Net cash used in investment activities (2) | (10,648,242) | 156,532,481 | 150,674,655 | 93,656,881 | |
| FINANCING ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Investments | 3,468,144 | 449,453 | 3,641,405 | 575,347 | |
| Loans obtained | 1,989,564,379 | 856,012,862 | 3,940,962,527 | 1,366,882,565 | |
| Others | 296,059 | - | 296,059 | - | |
| 1,993,328,582 | 856,462,315 | 3,944,899,991 | 1,367,457,912 | ||
| Cash Payments arising from: | |||||
| Investments | (2,802,437) | (25,556,560) | (2,802,437) | (28,057,117) | |
| Loans obtained | (1,938,552,284) | (1,041,325,828) | (3,885,451,822) | (1,491,435,368) | |
| Interests and similar charges | (14,528,870) | (17,904,948) | (22,108,639) | (36,863,677) | |
| Dividends | (2,329,498) | (74,453,081) | (2,329,498) | (74,453,081) | |
| Purchase of own shares | - | - | - | (139,401) | |
| Others | (212,683) | (345,032) | (715,169) | (1,234,599) | |
| (1,958,425,772) | (1,159,585,449) | (3,913,407,565) | (1,632,183,243) | ||
| Net cash used in financing activities (3) | 34,902,810 | (303,123,134) | 31,492,426 | (264,725,331) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | 27,877,521 | (108,453,902) | 18,010,398 | (273,679,041) | |
| Effect of foreign exchange rate | (568,312) | (277,352) | (428,069) | (112,587) | |
| Cash and cash equivalents at the beginning of the period | 15 | 260,133,097 | 422,881,708 | 270,140,463 | 588,271,612 |
| Cash and cash equivalents at the end of the period | 15 | 288,578,930 | 314,705,158 | 288,578,930 | 314,705,158 |
The accompanying notes are part of these condensed 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 4 to 6 the Sonae Group ("Sonae"). Sonae's operations and operating segments are described in Note 30.
The accounting policies adopted are consistent with those described in the file of annual financial statements for the year ended 31 December 2015.
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 IFRS 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 2016, have been endorsed by the European Union.
| With mandatory application in 2016: | Effective date (for financial years beginning on or after) |
|---|---|
| IAS 19 (amendment) – (Employee benefits) |
01 Feb 2015 |
| Improvements of international financial reporting standards (2010-2012 cycle ) | 01 Feb 2015 |
| Improvements of international financial reporting standards (2012-2014 cycle ) | 01 Jan 2016 |
| IFRS 11 (amendment) – Accounting for acquisitions of interests in Joint Operations | 01 Jan 2016 |
| IAS 1 – (amendment) – Presentation of financial statements |
01 Jan 2016 |
| IAS 16 and IAS 38 – (amendment) – (Clarification of acceptable methods of depreciation and amortisation) |
01 Jan 2016 |
| IAS 16 – (amendment) – Tangible Assets and IAS 41 (amendments) – Bearer Plants |
01 Jan 2016 |
| IAS 27 – (amendment) – Equity method in separate financial statements |
01 Jan 2016 |
These standards were first applied by the Group in 2016. The application of these standards and interpretations had no material effect on these financial statements.
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:
| Effective date (for financial years With mandatory application after 2016: beginning on or after) |
|||||
|---|---|---|---|---|---|
| IFRS 9 - (Financial instruments – classification and measurement) |
01 Jan 2018 | ||||
| IFRS 15 – (Revenue from contracts with customers) |
01 Jan 2018 | ||||
| IFRS 16 – Leases (recognition and measurement principles) |
01 Jan 2019 | ||||
| IFRS 10, IFRS 12 and IAS 28 - (amendment) - (clarification of various aspects related to the application of the exception for consolidation by investment entities) |
01 Jan 2016 | ||||
| IFRS 10 and IAS 28 (amendment) – (Elimination of the inconsistency between the |
|||||
| requirements of these standards when dealing with the sale or contribution of assets | Undefined | ||||
| between an investor and its associate or joint venture) | |||||
| IAS 12 (amendment) – (Recognition of deferred tax assets for unrealised losses issued) |
01 Jan 2017 | ||||
| IAS 7 (amendment) – (Disclosures on the cash flow statements) |
01 Jan 2017 | ||||
| IFRS 2 - (amendment) – (Share based payments– classification and measurement) |
01 Jan 2018 |
The Group did not proceed to earlier adoption of any of these standards on the financial statements for the period ended on the 30 June 2016, since their application is not yet mandatory. The impacts of the above mentioned standards are being analysed by the Group, and with the exception of IFRS 9, IFRS 15 and IFRS 16, important impacts are not expected.
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 2016 as disclosed in Note 2 and which didn't have any significant impacts on the financial statements as at 30 June 2016.
Group companies included in the consolidated financial statements, their head offices and percentage of share capital held by Sonae as at 30 June 2016 and 31 December 2015 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 Jun 2016 | 31 Dec 2015 | ||||||
| COMPANY | Head Office | Direct* | Total* | Direct* | Total* | ||
| Sonae - SGPS, S.A. | Maia | HOLDING | HOLDING | HOLDING | HOLDING | ||
| Retail | |||||||
| Aduanas Caspe, S.L.U. | a) | Zaragoza (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Arat Inmuebles, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Azulino Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| BB Food Service, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Bertimóvel - Sociedade Imobiliária, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Bom Momento - Restauração, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Canasta - Empreendimentos Imobiliários, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Chão Verde - Sociedade de Gestão Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Citorres - Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Comercial Losan Polonia SP Z.O.O | a) | Varsaw (Poland) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Comercial Losan, S.L.U. | a) | Zaragoza (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | Contibomba - Comércio e Distribuição de Combustíveis, SA |
a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% |
| Contimobe - Imobiliária de Castelo de Paiva, SA | a) | Castelo de Paiva (Portugal) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Continente Hipermercados, SA | a) | Lisbon (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Cumulativa - Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Discovery Sports, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Elergone Energias, Lda | a) | Matosinhos (Portugal) | 75.00% | 75.00% | 75.00% | 75.00% | |
| Farmácia Selecção, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fashion Division, SA | a) | Maia (Portugal) | 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 (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fundo de Investimento Imobiliário Fechado Imosede | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fundo de Investimento Imobiliário Imosonae Dois | a) | Maia (Portugal) | 97.82% | 97.82% | 97.92% | 97.92% | |
| Global Usebti, S.L. | a) | Zaragoza (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| HighDome PCC Limited (Cell Europe) | a) | Valletta (Malta) | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Igimo – Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Iginha – Sociedade Imobiliária, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoconti – Sociedade Imobiliária, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoestrutura – Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imomuro – Sociedade Imobiliária, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoresultado – Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imosistema – Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Infofield – Informática, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Irmãos Vila Nova, SA | a) | Vila Nova de Famalicão (Portugal) |
100.00% | 50.00% | - | - |
| 2) | Irmãos Vila Nova III - Imobiliária, SA | a) | Vila Nova de Famalicão (Portugal) |
100.00% | 50.00% | - | - |
| 2) | IVN - Serviços Partilhados, SA | a) | Vila Nova de Famalicão (Portugal) |
50.00% | 50.00% | - | - |
| 2) | IVN Asia Limited | a) | Hong Kong (China) | 100.00% | 50.00% | - | - |
| Losan Colombia, S.A.S | a) | Bogota (Colombia) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Losan Overseas Textile, S.L | a) | Zaragoza (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Losan Tekstil Urunleri V e Dis Ticaret, L.S. | a) | Istambul (Turkey) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Marcas MC, zRT | a) | Budapest (Hungary) | 100.00% | 100.00% | 100.00% | 100.00% | |
| MJB Design, Lda | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| MJLF - Empreendimentos Imobiliários, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modalfa - Comércio e Serviços, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modalloop - Vestuário e Calçado, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Continente Hipermercados, SA | a) | Matosinhos (Portugal) | 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 Hiper Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | Modelo.com - Vendas p/Correspond., SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% |
| Pharmaconcept – Actividades em Saúde, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Pharmacontinente - Saúde e Higiene, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Ponto de Chegada – Sociedade Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Predicomercial - Promoção Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Predilugar- Promoção Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Salsa DE GmbH | a) | Dusseldorf (Germany) | 100.00% | 50.00% | - | - |
| 2) | Salsa Distribution USA LLC | a) | New York (USA) | 100.00% | 50.00% | - | - |
| 2) | Salsa France, S.A.R.L. | a) | Paris (France) | 99.99% | 50.00% | - | - |
| 2) | Salsa Luxembourg, Sàrl | a) | Luxemburgo | 100.00% | 50.00% | - | - |
|---|---|---|---|---|---|---|---|
| 2) | SLS Salsa - Comércio e Difusão de Vestuário, S.A. | a) | Vila Nova de Famalicão (Portugal) |
100.00% | 50.00% | - | - |
| 2) | SLS Salsa España - Comercio y Difusión de Vestuario, S.A.U. |
a) | Pontevedra (Spain) | 100.00% | 50.00% | - | - |
| SDSR – Sports Division SR, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Selifa - Empreendimentos Imobiliários de Fafe, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sempre à Mão - Sociedade Imobiliária, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sesagest - Proj.Gestão Imobiliária, SA | a) | Porto (Portugal) | 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 (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sociloures - Sociedade Imobiliária, SA | a) | Matosinhos (Portugal) | 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 (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae Investimentos, SGPS, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae MC – Modelo Continente SGPS, SA | a) | Matosinhos (Portugal) | 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% | |
| Sonae SR Malta Holding Limited | a) | Valletta (Malta) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonaegest-Soc.Gest.Fundos Investimentos, SA | a) | Maia (Portugal) | 100.00% | 90.00% | 100.00% | 90.00% | |
| Sonaerp - Retail Properties, SA | a) | Porto (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| SONAESR – Serviços e Logística, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae Specialized Retail, SGPS, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sondis Imobiliária, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonvecap, BV | a) | Amsterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Sport Zone Canárias, SL | a) | Tenerife (Spain) | 60.00% | 60.00% | 60.00% | 60.00% | |
| 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 (Portugal) |
92.76% | 92.76% | 92.76% | 92.76% | |
| Usebti Textile México S.A. de C.V. | a) | Mexico City (Mexico) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Valor N, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Worten Canárias, SL | a) | Tenerife (Spain) | 60.00% | 60.00% | 60.00% | 60.00% | |
| Worten - Equipamento para o Lar, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% |
| Worten España Distribución, S.L. | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Zippy - Comércio e Distribuição, SA | a) | Matosinhos (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Zippy - Comércio 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 (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae IM | |||||||
| Accive Insurance – Consultoria e Franchising, Lda | a) | Porto (Portugal) | 100.00% | 35.01% | 100.00% | 35.01% | |
| Accive Insurance – Corretor de Seguros, SA | a) | Porto (Portugal) | 70.00% | 35.01% | 70.00% | 35.01% | |
| ADD Avaliações Engenharia de Avaliações e Perícias, Ltda |
a) | Santa Catarina (Brazil) | 100.00% | 50.01% | 100.00% | 50.01% | |
| 2) | Bright Development Studio, S.A. | a) | Maia (Portugal) | 100.00% | 89.97% | - | - |
| Cape Tecnologies Limited | a) | Dublin (Ireland) | 100.00% | 89.97% | 100.00% | 89.97% | |
| Digitmarket - Sistemas de Informação, SA | a) | Maia (Portugal) | 75.10% | 67.56% | 75.10% | 67.56% | |
| Herco Consultoria de Risco e Corretora de Seguros, Ltda | a) | Santa Catarina (Brazil) | 100.00% | 50.01% | 100.00% | 50.01% | |
| Herco, Consultoria de Risco, SA | a) | Maia (Portugal) | 100.00% | 50.01% | 100.00% | 50.01% | |
| HighDome PCC Limited | a) | Valletta (Malta) | 100.00% | 50.01% | 100.00% | 50.01% | |
| 2) | Iberosegur – Sociedade Ibérica de Mediação de Seguros, Lda |
a) | Porto (Portugal) | 100.00% | 50.01% | - | - |
| Itrust – Cyber Security and Intelligence, SA | a) | Maia (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| Larim Corretora de Resseguros Ltda | a) | Rio de Janeiro (Brazil) | 99.99% | 50.01% | 99.99% | 50.01% | |
| Lazam/mds Correctora Ltda | a) | São Paulo (Brazil) | 100.00% | 50.01% | 100.00% | 50.01% | |
| 3) | MDS África, SGPS, SA | a) | Porto (Portugal) | 50.00% | 25.05% | 100.00% | 50.01% |
| MDS - Corretor de Seguros, SA | a) | Porto (Portugal) | 100.00% | 50.01% | 100.00% | 50.01% | |
| MDS Affinity-Sociedade de Mediação Lda | a) | Porto (Portugal) | 100.00% | 50.01% | 100.00% | 50.01% | |
| MDS Auto - Mediação de Seguros, SA | a) | Porto (Portugal) | 50.01% | 25.01% | 50.01% | 25.01% | |
| 4) | Mds Knowledge Centre, Unipessoal, Lda | a) | Lisbon (Portugal) | 100.00% | 50.01% | 100.00% | 50.01% |
| MDS Malta Holding Limited | a) | Valletta (Malta) | 100.00% | 50.01% | 100.00% | 50.01% | |
| MDS RE – Mediador de resseguros, SGPS, SA | a) | Porto (Portugal) | 100.00% | 50.01% | 100.00% | 50.01% | |
| MDS, SGPS, SA | a) | Maia (Portugal) | 50.01% | 50.01% | 50.01% | 50.01% | |
| Modelo - Distribuição de Materiais de Construção, SA | b) | Maia (Portugal) | 50.00% | 50.00% | 50.00% | 50.00% | |
| PCJ-Público, Comunicação e Jornalismo, SA | a) | Maia (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| Praesidium Services Limited | a) | Berkshire (U.K.) | 100.00% | 89.97% | 100.00% | 89.97% | |
| Público - Comunicação Social, SA | a) | Porto (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| 5) | RSI Corretora de Seguros, Ltda | a) | São Paulo (Brazil) | 100.00% | 50.01% | 100.00% | 50.01% |
| S21 Sec Brasil, Ltda | a) | São Paulo (Brazil) | 99.99% | 89.96% | 99.99% | 69.98% |
| S21 Sec Ciber Seguridad SA de CV | a) | Mexico City (Mexico) | 100.00% | 89.97% | 100.00% | 69.86% | |
|---|---|---|---|---|---|---|---|
| S21 Sec Gestion, SA | a) | Navarra (Spain) | 100.00% | 89.97% | 77.80% | 69.99% | |
| S21 Sec Information Security Labs, S.L. | a) | Navarra (Spain) | 100.00% | 89.97% | 100.00% | 69.99% | |
| S21 Sec México, SA de CV | a) | Mexico City (Mexico) | 100.00% | 89.97% | 99.87% | 69.89% | |
| S21 Sec SA de CV | a) | Mexico City (Mexico) | 100.00% | 89.97% | 99.99% | 69.98% | |
| Saphety – Transacciones Electronicas SAS | a) | Bogota (Colombia) | 100.00% | 78.27% | 100.00% | 78.27% | |
| Saphety Brasil Transações Electrônicas Lda | a) | São Paulo (Brazil) | 100.00% | 78.27% | 100.00% | 78.27% | |
| Saphety Level - Trusted Services, SA | a) | Maia (Portugal) | 86.99% | 78.27% | 86.99% | 78.27% | |
| Sonaecom-Cyber Security and Int., SGPS,SA | a) | Maia (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| Sonaecom - Serviços Partilhados, SA | a) | Maia (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| Sonaecom - Sistemas de Información España, SL | a) | Madrid (Spain) | 100.00% | 89.97% | 100.00% | 89.97% | |
| Sonaecom BV | a) | Amsterdam (Netherlands) |
100.00% | 89.97% | 100.00% | 89.97% | |
| Sonaecom, SGPS, SA | a) | Maia (Portugal) | 90.15% | 89.97% | 90.15% | 89.97% | |
| Sonae Investment Management - Software and Technology, SGPS, SA |
a) | Maia (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| Sonaetelecom, BV | a) | Amsterdam (Netherlands) |
100.00% | 89.97% | 100.00% | 89.97% | |
| 2) | Sysvalue – Consultoria, Integração e Segurança em Sistemas de Informação, SA |
a) | Lisbon (Portugal) | 100.00% | 89.97% | - | - |
| Tecnológica Telecomunicações, Ltda | a) | Rio de Janeiro (Brazil) | 99.99% | 89.87% | 99.99% | 89.87% | |
| Tlantic, BV | a) | Amsterdam (Netherlands) |
72.10% | 72.10% | 72.10% | 72.10% | |
| Tlantic Portugal - Sistemas de Informação, SA | a) | Maia (Portugal) | 100.00% | 72.10% | 100.00% | 72.10% | |
| Tlantic Sistemas de Informação, Ltda | a) | Porto Alegre (Brazil) | 100.00% | 72.10% | 100.00% | 72.10% | |
| We Do Brasil Soluções Informáticas, Ltda | a) | Rio de Janeiro (Brazil) | 99.91% | 89.88% | 99.91% | 89.88% | |
| We Do Consulting - Sistemas de Informação, SA | a) | Maia (Portugal) | 100.00% | 89.97% | 100.00% | 89.97% | |
| 4) | We Do Poland Sp.Z.o.o. | a) | Posnan (Poland) | 100.00% | 89.97% | 100.00% | 89.97% |
| We Do Technologies (UK) Limited | a) | Berkshire (U.K.) | 100.00% | 89.97% | 100.00% | 89.97% | |
| We Do Tecnologies Americas, Inc. | a) | Delaware (USA) |
100.00% | 89.97% | 100.00% | 89.97% | |
| We Do Technologies Australia PTY Limited | a) | Sydney (Australia) | 100.00% | 89.97% | 100.00% | 89.97% |
| We Do Technologies Egypt Limited Liability Company | a) | Cairo (Egypt) | 100.00% | 89.97% | 100.00% | 89.97% | |
|---|---|---|---|---|---|---|---|
| We Do Technologies Mexico S. de RL | a) | Cidade do México (México) |
100.00% | 89.97% | 100.00% | 89.97% | |
| We Do Tecnologies BV | a) | Amsterdam (Netherlands) |
100.00% | 89.97% | 100.00% | 89.97% | |
| Others | |||||||
| Libra Serviços, Lda | a) | Funchal (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| 6) | SFS – Serviços de Gestão e Marketing, SA | a) | Maia (Portugal) | 100.00% | 100.00% | - | - |
| Sonae Investments, BV | a) | Amsterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae RE, SA | a) | Luxemburgo | 99.92% | 99.92% | 99.92% | 99.92% | |
| Sonaecenter Serviços, SA | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae Financial Services, S.A. | a) | Maia (Portugal) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sontel, BV | a) | Amsterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
* the percentage of ownership total represents the total percentage of interest held by the Group; the percentage of capital held "direct" corresponds to the percentage (s) (s) subsidiary which owns the stake in question holds the share capital of this company.
a) Control held by majority of voting rights which confer power of relevant activities that influence;
b) Control held by Management control;
These entities are consolidated using the full consolidation method.
The value of investments in joint ventures and associates can be analyzed as follows:
| COMPANY | 30 Jun 2016 | 31 Dec 2015 |
|---|---|---|
| Sonae Sierra | ||
| Sonae Sierra SGPS, SA (consolidated) | 528,243,727 | 499,327,197 |
| ZOPT (NOS) | ||
| ZOPT, SGPS, S.A. (consolidated) | 680,158,489 | 710,450,710 |
| Sonae IM | ||
| Intelligent Big Data, S.L. | - | - |
| 1) MDS Africa SGPS, S.A. |
250,000 | - |
| SIRS - Sociedade Independente de Radiodifusão Sonora, S.A. | - | - |
| Unipress - Centro Gráfico, Lda | 616,859 | 580,205 |
| Investments in joint ventures | 1,209,269,075 | 1,210,358,112 |
| Retail | ||
| APOR - Agência para a Modernização do Porto, S.A. | 329,640 | 373,147 |
| MOVVO, S.A. 2) |
2,063,874 | - |
| Ulabox, S.L. | 3,343,892 | 2,879,651 |
| Sempre a Postos - Produtos Alimentares e Utilidades, Lda | 1,025,872 | 1,236,445 |
| Sonae IM | ||
| Brokerslink Management AG | 115,142 | 41,745 |
| Investment in associated companies | 6,878,420 | 4,530,988 |
| Total | 1,216,147,495 | 1,214,889,100 |
1) On May 6, 2016, the share capital of MDS Africa, SGPS, SA was increased, through the issuance of the new shares subscribed by a new shareholder, through this subsidiary to form a joint venture changing the consolidation method the full method to the equity method (Note 4);
2) On May 27, 2016, the group proceeded to an increase of capital in MOVVO, now holds significant influence on that subsidiary allowing the latter to be included in consolidated by the equity method (Note 6).
Joint Ventures 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 June 2016 and 31 December 2015 are as follows:
| Percentage of capital held | |||||
|---|---|---|---|---|---|
| 30 Jun 2016 | 31 Dec 2015 | ||||
| COMPANY | Head Office | Direct* | Total* | Direct* | Total* |
| Sonae Sierra | |||||
| 3shoppings - Holding, SGPS, SA | Maia (Portugal) | 100.00% | 25.05% | 100.00% | 25.05% |
| 8ª Avenida Centro Comercial, SA | Maia (Portugal) | 100.00% | 23.75% | 100.00% | 23.75% |
| Adlands BV | Amsterdam (Netherlands) |
50.00% | 25.00% | 50.00% | 25.00% |
| Aegean Park Constructions Real Estate and Development, SA | Athens (Greece) | 100.00% | 25.00% | 100.00% | 25.00% |
| ALBCC – Albufeirashopping – Centro Comercial, SA | Maia (Portugal) | 100.00% | 23.75% | 100.00% | 23.75% |
| 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 (Portugal) | 100.00% | 25.05% | 100.00% | 25.05% |
| ARP Alverca Retail Park, SA | Maia (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% |
| Arrábidashopping - Centro Comercial, SA | Maia (Portugal) | 100.00% | 23.75% | 100.00% | 23.75% |
| 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 (Portugal) | 100.00% | 28.62% | 100.00% | 28.62% |
| Cascaishopping Holding I, SGPS, SA | Maia (Portugal) | 100.00% | 28.62% | 100.00% | 28.62% |
| CCCB Caldas da Rainha - Centro Comercial,SA | Maia (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% |
| Centro Colombo - Centro Comercial, SA | Maia (Portugal) | 100.00% | 12.53% | 100.00% | 12.53% |
| Centro Vasco da Gama - Centro Comercial, SA | Maia (Portugal) | 50.00% | 12.53% | 50.00% | 12.53% |
| Coimbrashopping - Centro Comercial, SA | Maia (Portugal) | 100.00% | 25.05% | 100.00% | 25.05% |
| Colombo Towers Holding, BV | The Hague (Netherlands) | 50.00% | 25.00% | 50.00% | 25.00% |
| DOC Malaga Holdings S.L. | Madrid (Spain) | 50.00% | 12.53% | 50.00% | 12.53% |
| DOC Malaga SITECO S.L.U. | Madrid (Spain) | 100.00% | 12.53% | 100.00% | 12.53% |
| 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% |
| (Portugal) | ||||||
|---|---|---|---|---|---|---|
| Freccia Rossa - Shopping Centre, Srl | Milan (Italy) | 50.00% | 25.00% | 50.00% | 25.00% | |
| Fundo de Investimento Imobiliário Parque Dom Pedro Shopping Center |
Rio de Janeiro (Brazil) | 50.00% | 10.34% | 50.00% | 10.34% | |
| Fundo de Investimento Imobiliário Shopping Parque Dom Pedro |
Rio de Janeiro (Brazil) | 87.61% | 15.78% | 87.61% | 15.78% | |
| Gaiashopping I - Centro Comercial, SA | Maia (Portugal) | 100.00% | 23.75% | 100.00% | 23.75% | |
| Gaiashopping II - Centro Comercial, SA | Maia (Portugal) | 100.00% | 23.75% | 100.00% | 23.75% | |
| Gli Orsi Shopping Centre 1, Srl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Guimarãeshopping - Centro Comercial, SA | Maia (Portugal) | 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% | 12.48% | 49.78% | 12.48% | |
| Ioannina Development of Shopping Centres, SA | Athens (Greece) | 100.00% | 50.00% | 100.00% | 50.00% | |
| 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 (Portugal) | 100.00% | 23.75% | 100.00% | 23.75% | |
| Le Terrazze – Shopping Centre 1, Srl | Milan (Italy) | 50.00% | 5.00% | 50.00% | 5.00% | |
| Loop 5 - Shopping Centre Gmbh | Dusseldorf (Germany) | 50.00% | 25.00% | 50.00% | 25.00% | |
| Loureshopping – Centro Comercial, SA | Maia (Portugal) | 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 (Portugal) | 50.00% | 12.53% | 50.00% | 12.53% | |
| Maiashopping - Centro Comercial, SA | Maia (Portugal) | 100.00% | 25.05% | 100.00% | 25.05% | |
| Microcom Doi, Srl | Bucharest (Romania) | 100.00% | 50.00% | 100.00% | 50.00% | |
| 1) | 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 (Portugal) | 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 (Portugal) | 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% | |
| Parklake Shopping, SA | Bucharest (Romania) | 50.00% | 25.00% | 50.00% | 25.00% |
| Parque Atlântico Shopping - Centro Comercial SA | Ponta Delgada (Portugal) | 50.00% | 12.53% | 50.00% | 12.53% | |
|---|---|---|---|---|---|---|
| Parque D. Pedro 1, BV Sarl | Luxemburgo | 100.00% | 25.00% | 100.00% | 25.00% | |
| Parque de Famalicão - Empreendimentos Imobiliários, SA | Maia (Portugal) | 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 | Manaus (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 (Portugal) | 100.00% | 23.75% | 100.00% | 23.75% | |
| 2) | Project Guia, SA | Maia (Portugal) | 100.00% | 50.00% | - | - |
| 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% | |
| Project Sierra 8, BV | Amsterdam (Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% | |
| Project Sierra Cúcuta, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Project Sierra Four, SA | 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% | |
| Project Sierra Two, Srl | Bucharest (Romania) | 100.00% | 50.00% | 100.00% | 50.00% |
| Proyecto Cúcuta S.A.S | Santiago de Cali (Colombia) |
50.00% | 25.00% | 50.00% | 25.00% |
|---|---|---|---|---|---|
| Rio Sul – Centro Comercial, SA | Lisbon (Portugal) | 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% |
| SC Aegean, BV | Amsterdam (Netherlands) |
50.00% | 25.00% | 50.00% | 25.00% |
| Serra Shopping – Centro Comercial, SA | Lisbon (Portugal) | 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 (Colombia) |
50.00% | 25.00% | 50.00% | 25.00% |
| Sierra Cevital Shopping Center, Spa | Algeria | 49.00 % | 24.50% | 49.00 % | 24.50% |
| Sierra Core Assets Holdings, BV | Amsterdam (Netherlands) |
50.00% | 25.05% | 50.00% | 25.05% |
| Sierra Developments Holding, BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Developments, SGPS, SA | Maia (Portugal) | 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 (Portugal) | 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 (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% |
| 2) | Sierra Maroc Services SARL | Casablanca (Marrocos) | 100.00% | 50.00% | - | - |
|---|---|---|---|---|---|---|
| Sierra Portugal, SA | Lisbon (Portugal) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Project Nürnberg BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Real Estate Greece BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Romania Shopping Centers Services, SRL | Bucharest (Romania) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Turkey Gayrimenkul Yönetim Pazarlama ve Danışmanlık Anonim Şirket |
Istambul (Turkey) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra Services Holland BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| 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, SA | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% | |
| Sierra VdG Holding BV | Amsterdam (Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% | |
| Sierra Zenata Project B.V. | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Solingen Shopping Center GmbH | Dusseldorf (Germany) | 100.00% | 25.00% | 100.00% | 25.00% | |
| Sonae Sierra Brasil, SA | São Paulo (Brazil) | 66.65% | 16.66% | 66.65% | 16.66% | |
| Sonae Sierra Brazil, BV Sarl | Luxemburgo | 50.00% | 25.00% | 50.00% | 25.00% | |
| Sonae Sierra, SGPS, SA | Maia (Portugal) | 50.00% | 50.00% | 50.00% | 50.00% | |
| SPF - Sierra Portugal | Luxemburgo | 100.00% | 50.00% | 100.00% | 50.00% | |
| SPF - Sierra Portugal Real Estate, Sarl | Luxemburgo | 47.50% | 23.75% | 47.50% | 23.75% | |
| Unishopping Consultoria Imobiliária, Ltda | São Paulo (Brazil) | 100.00% | 16.66% | 100.00% | 16.66% | |
| Via Catarina - Centro Comercial, SA | Maia (Portugal) | 50.00% | 12.53% | 50.00% | 12.53% | |
| Weiterstadt Shopping BV | Amsterdam (Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% | |
| Zenata Commercial Project, SA | Mohammedia (Marrocos) |
100.00% | 5.50% | 100.00% | 5.50% | |
| ZOPT (NOS) | ||||||
| Big Picture 2 Films, SA | Oeiras (Portugal) | 20.00% | 4.50% | 20.00% | 4.50% | |
| Canal 20 TV, SA | Madrid (Spain) | 50.00% | 11.25% | 50.00% | 11.25% | |
| Dreamia Holding BV | Amsterdam (Netherlands) |
50.00% | 11.25% | 50.00% | 11.25% | |
| Dreamia Serviços de Televisão, SA | Lisbon (Portugal) | 100.00% | 11.25% | 100.00% | 11.25% |
| Empracine – Empresa Promotora de Atividades Cinematográficas, Lda |
Lisbon (Portugal) | 100.00% | 22.50% | 100.00% | 22.50% |
|---|---|---|---|---|---|
| FINSTAR – Sociedade de Investimentos e Participações, SA | Luanda (Angola) | 30.00% | 6.75% | 30.00% | 6.75% |
| Lusomundo – Sociedade de investimentos imobiliários, SGPS, SA |
Lisbon (Portugal) | 99.87% | 11.25% | 99.87% | 11.25% |
| Lusomundo Imobiliária 2, SA | Lisbon (Portugal) | 99.87% | 22.47% | 99.87% | 22.47% |
| Lusomundo Moçambique, Lda | Maputo (Mozambique) | 100.00% | 22.50% | 100.00% | 22.50% |
| NOS Inovação, SA | Matosinhos (Portugal) | 100.00% | 22.50% | 100.00% | 22.50% |
| NOS Sistemas, SA | Maia (Portugal) | 100.00% | 22.50% | 100.00% | 22.50% |
| NOS Sistemas España, SL | Madrid (Spain) | 100.00% | 22.50% | 100.00% | 22.50% |
| MSTAR, SA | Maputo (Mozambique) | 30.00% | 6.75% | 30.00% | 6.75% |
| NOS Açores Comunicações, SA | Ponta Delgada (Portugal) | 83.82% | 18.86% | 83.82% | 18.86% |
| NOS Communications Sàrl | Luxemburgo | 100.00% | 22.50% | 100.00% | 22.50% |
| NOS Comunicações, SA | Lisbon (Portugal) | 100.00% | 22.50% | 100.00% | 22.50% |
| NOS Lusomundo Audiovisuais, SA | Lisbon (Portugal) | 100.00% | 22.50% | 100.00% | 22.50% |
| NOS Lusomundo Cinemas, SA | Lisbon (Portugal) | 100.00% | 22.50% | 100.00% | 22.50% |
| NOS Lusomundo TV, Lda | Lisbon (Portugal) | 100.00% | 22.50% | 100.00% | 22.50% |
| NOS Madeira Comunicações, SA | Funchal (Madeira) | 77.95% | 17.54% | 77.95% | 17.54% |
| NOS Tecnology – Concepção Construção e Gestão de Redes de Comunicação, SA |
Matosinhos (Portugal) | 100.00% | 22.50% | 100.00% | 22.50% |
| NOS Towering – Gestão de Torres de Telecomunicações, SA | Maia (Portugal) | 100.00% | 22.50% | 100.00% | 22.50% |
| NOS SGPS, SA | Lisbon (Portugal) | 52.15% | 22.50% | 52.15% | 22.50% |
| NOSPUB – Publicidade e Conteúdos, SA | Lisbon (Portugal) | 100.00% | 22.50% | 100.00% | 22.50% |
| Per-Mar – Sociedade de Construções, SA | Maia (Portugal) | 100.00% | 22.50% | 100.00% | 22.50% |
| Sport TV Portugal | Lisbon (Portugal) | 50.00% | 11.25% | 50.00% | 11.25% |
| Sontária – Empreendimentos Imobiliários, SA | Maia (Portugal) | 100.00% | 22.50% | 100.00% | 22.50% |
| Teliz Holding, BV | Amstelveen (Netherlands) |
100.00% | 22.50% | 100.00% | 22.50% |
| Upstar Comunicações, SA | Vendas Novas (Portugal) | 30.00% | 6.75% | 30.00% | 6.75% |
| ZAP Cinemas, SA | Luanda (Angola) | 100.00% | 6.75% | 100.00% | 6.75% |
| ZAP Media, SA | Luanda (Angola) | 100.00% | 6.75% | 100.00% | 6.75% |
| ZAP Publishing, SA | Luanda (Angola) | 100.00% | 6.75% | 100.00% | 6.75% |
| ZON Finance BV | Amsterdam (Netherlands) |
100.00% | 22.50% | 100.00% | 22.50% |
| ZOPT, SGPS, SA | Porto (Portugal) | 50.01% | 44.98% | 50.01% | 44.98% |
Sonae IM
| Intelligent Big Data, SL | Gipuzcoa (Spain) | 50.00% | 44.99% | 50.00% | 35.00% |
|---|---|---|---|---|---|
| SIRS – Sociedade Independente de Radiodifusão Sonora, SA | Porto (Portugal) | 45.00% | 40.49% | 45.00% | 40.49% |
| Unipress - Centro Gráfico, Lda | Vila Nova de Gaia (Portugal) |
50.00% | 44.99% | 50.00% | 44.99% |
*the percentage of ownership total represents the total percentage of interest held by the Group; the percentage of capital held "direct" corresponds to the percentage (s) (s) subsidiary which owns the stake in question holds the share capital of this company.
1) Company liquidated during the period;
2) Company created during the period.
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 Jun 2016 | 31 Dec 2015 | ||||||
| COMPANY | Head Office | Direct* | Total* | Direct* | Total* | ||
| Retail | |||||||
| APOR – Agência para a Modernização do Porto, S.A. | Porto | 22.75% | 22.75% | 22.75% | 22.75% | ||
| 1) | MOVVO, SA | Porto | 22.89% | 22.89% | 16.00% | 16.00% | |
| Sempre a Postos - Produtos Alimentares e Utilidades, Lda | Lisbon | 25.00% | 25.00% | 25.00% | 25.00% | ||
| Ulabox, S.L. | Barcelona (Spain) |
34.07% | 34.07% | 28.57% | 28.57% |
* the percentage of ownership total represents the total percentage of interest held by the Group; the percentage of capital held "direct" corresponds to the percentage (s) (s) subsidiary which owns the stake in question holds the share capital of this company.
1) On May 27, 2016, the group proceeded to an increase of capital in MOVVO, now holds significant influence on that subsidiary allowing the latter to be included in consolidated by the equity method (Note 6).
Jointly controlled companies and associated companies were included in the consolidated financial statements by the equity method.
The aggregated values of main financial indicators of joint ventures can be summarized as follows:
| 30 Jun 2016 | |||
|---|---|---|---|
| Joint ventures | Sonae Sierra SGPS, SA (consolidated) |
ZOPT, SGPS, SA (consolidated) |
Others |
| Assets | |||
| Investment properties | 292,098,153 | 685,000 | - |
| Tangible assets | 1,195,665 | 1,199,177,000 | 1,210,184 |
| Intangible assets | 2,376,739 | 624,539,000 | 10,652 |
| Goodwill | 4,273,688 | 1,749,507,000 | - |
| Investments in joint ventures and associates | 925,642,281 | 192,922,000 | - |
| Other non-current assets | 122,311,053 | 142,932,000 | 9,789 |
| Non-current assets | 1,347,897,579 | 3,909,762,000 | 1,230,625 |
| Cash and cash equivalents | 142,607,981 | 24,074,000 | 183,512 |
| Other current assets | 45,930,374 | 533,599,000 | 2,370,720 |
| Current assets | 188,538,355 | 557,673,000 | 2,554,232 |
| Assets classified as available for sale | 586,948,848 | - | - |
| Total assets | 2,123,384,782 | 4,467,435,000 | 3,784,857 |
| Liabilities | |||
| Loans | 197,324,755 | 1,181,890,000 | 50,000 |
| Other non-current liabilities | 40,409,188 | 288,563,000 | 1,334,129 |
| Non-current liabilities | 237,733,943 | 1,470,453,000 | 1,384,129 |
| Loans | 22,610,034 | 108,272,000 | 26,262 |
| Other current liabilities | 97,434,159 | 546,490,000 | 1,227,055 |
| Total current liabilities | 120,044,193 | 654,762,000 | 1,253,317 |
| Liabilities directly associated with assets classified as available for sale | 279,266,235 | - | - |
| Total liabilities | 637,044,371 | 2,125,215,000 | 2,642,752 |
| Equity attributable to the equity holders of the Parent Company | 1,020,784,451 | 1,109,838,662 | 1,142,105 |
| Non-controlling interests | 465,555,960 | 1,232,381,338 | - |
| Total equity | 1,486,340,411 | 2,342,220,000 | 1,142,105 |
| Total equity and liabilities | 2,123,384,782 | 4,467,435,000 | 3,784,857 |
| 31 Dec 2015 | |||
|---|---|---|---|
| Joint ventures | Sonae Sierra SGPS, SA (consolidated) |
ZOPT, SGPS, SA (consolidated) |
Others |
| Assets | |||
| Investment properties | 286,938,906 | 697,557 | - |
| Tangible assets | 1,230,400 | 1,218,762,526 | 1,557,119 |
| Intangible assets | 2,705,989 | 639,261,319 | 13,213 |
| Goodwill | 4,273,686 | 1,749,506,673 | - |
| Investments in joint ventures and associates | 905,893,688 | 264,465,220 | - |
| Other non-current assets | 120,895,811 | 145,726,069 | 97 |
| Non-current assets | 1,321,938,480 | 4,018,419,364 | 1,570,429 |
| Cash and cash equivalents | 73,040,437 | 21,504,911 | 71,511 |
| Other current assets | 47,206,085 | 465,454,752 | 1,908,042 |
| Current assets | 120,246,522 | 486,959,663 | 1,979,553 |
| Assets classified as available for sale | 870,360,745 | - | - |
| Total assets | 2,312,545,747 | 4,505,379,027 | 3,549,982 |
| Liabilities | |||
| Loans | 171,839,762 | 979,421,660 | 1,698,657 |
| Other non-current liabilities | 40,582,022 | 257,648,405 | 5,306 |
| Non-current liabilities | 212,421,784 | 1,237,070,065 | 1,703,963 |
| Loans | 60,196,509 | 180,262,683 | 26,262 |
| Other current liabilities | 158,012,185 | 582,696,254 | 1,233,012 |
| Total current liabilities | 218,208,694 | 762,958,937 | 1,259,274 |
| Liabilities directly associated with assets classified as available for sale | 424,352,495 | - | - |
| Total liabilities | 854,982,973 | 2,000,029,002 | 2,963,237 |
| Equity attributable to the equity holders of the Parent Company | 938,240,752 | 1,258,356,499 | 586,745 |
| Non-controlling interests | 519,322,022 | 1,246,993,526 | - |
| Total equity | 1,457,562,774 | 2,505,350,025 | 586,745 |
| Total equity and liabilities | 2,312,545,747 | 4,505,379,027 | 3,549,982 |
| 30 Jun 2016 | |||
|---|---|---|---|
| Joint ventures | Sonae Sierra SGPS, SA (consolidated) |
ZOPT, SGPS, SA (consolidated) |
Others |
| Turnover | 98,828,544 | 733,956,000 | 2,075,567 |
| Other operating income | 15,030,866 | 9,158,000 | 12,021 |
| 113,859,410 | 743,114,000 | 2,087,588 | |
| External supplies and services | (49,174,491) | (90,852,131) | 590,284 |
| Amortisation | (555,045) | (204,378,000) | (357,613) |
| Other operating costs | (25,979,229) | (374,595,324) | (2,329,601) |
| (75,708,765) | (669,825,455) | (2,096,930) | |
| Financial income | 2,897,109 | - | - |
| Financial expense | (12,000,859) | (21,789,754) | (9,332) |
| Financial results | (9,103,750) | (21,789,754) | (9,332) |
| Results of joint ventures and associated companies | 55,948,569 | - | - |
| Other income / expense | 28,971,628 | - | - |
| Results before taxation | 113,967,092 | 51,498,791 | - |
| Income taxation | (9,034,300) | (10,591,660) | (3,071) |
| Consolidated net income/(loss) for the year | 104,932,792 | 40,907,131 | (21,745) |
| Attributable to: | |||
| Equity holders of the Parent Company | 59,011,035 | 20,428,980 | (21,745) |
| Non-controlling interests | 45,921,757 | 20,478,150 | - |
| 104,932,792 | 40,907,130 | (21,745) | |
| Other comprehensive income for the period | 47,581,707 | (46,817,000) | - |
| Total comprehensive income for the period | 152,514,499 | (5,909,870) | (21,745) |
| 30 Jun 2015 | |||
|---|---|---|---|
| Joint ventures | Sonae Sierra SGPS, SA (consolidated) |
ZOPT, SGPS, SA (consolidated) |
Others |
| Turnover | 95,599,457 | 693,735,340 | 1,970,167 |
| Other operating income | 44,206,728 | 6,212,012 | 13,843 |
| 139,806,185 | 699,947,352 | 1,984,010 | |
| External supplies and services | (48,605,798) | (89,169,402) | (949,335) |
| Amortisation | (255,498) | (188,933,776) | (394,851) |
| Other operating costs | (27,290,715) | (344,495,701) | (949,037) |
| (76,152,011) | (622,598,879) | (2,293,223) | |
| Financial income | 2,586,940 | - | 21,648 |
| Financial expense | (11,051,586) | (20,842,318) | (38,070) |
| Financial results | (8,464,646) | (20,842,318) | (16,422) |
| Results of joint ventures and associated companies | 91,375,155 | - | - |
| Results before taxation | 146,564,683 | 56,506,155 | (325,635) |
| Income taxation | (15,514,232) | (13,241,653) | (1,283) |
| Consolidated net income/(loss) for the year | 131,050,451 | 43,264,502 | (326,918) |
| Attributable to: | - | - | - |
| Equity holders of the Parent Company | 79,290,212 | 21,622,070 | (326,918) |
| Non-controlling interests | 51,760,239 | 21,642,432 | - |
| 131,050,451 | 43,264,502 | (326,918) | |
| Other comprehensive income for the period | (19,333,959) | 23,115,000 | - |
| Total comprehensive income for the period | 111,716,492 | 66,379,502 | (326,918) |
| 30 Jun 2016 | 31 Dec 2015 | ||||||
|---|---|---|---|---|---|---|---|
| Associates | MOVVO, SA | Sempre a Postos |
Ulabox | Others | Sempre a Postos |
Ulabox | Others |
| Non-Current Assets | 969,064 | 1,483,590 | 913,370 | 19,422 | 1,778,633 | 1,923,349 | 18,619 |
| Current Assets | 1,839,227 | 9,573,714 | 2,186,221 | 1,528,213 | 10,076,920 | 2,548,955 | 1,679,225 |
| Non-Current Liabilities | 2,240,946 | 1,263 | - | - | 8,594 | - | - |
| Current Liabilities | 903,732 | 6,952,554 | 343,021 | 98,667 | 6,901,181 | 103,517 | 57,638 |
| Equity attributable to the equity holders of the Parent Company | (336,387) | 4,103,487 | 2,756,570 | 1,448,968 | 4,945,778 | 4,368,787 | 1,640,206 |
| 30 Jun 2016 | 30 Jun 2015 | ||||||
| Associates | MOVVO, SA | Sempre a Postos |
Ulabox | Others | Sempre a Postos |
Ulabox | Others |
| Turnover | 172,630 | 24,751,981 | 3,588,458 | 11,315 | 24,040,342 | 1,831,653 | 51,530 |
| Other operational income | - | 1,884,819 | - | - | 2,199,488 | - | 139 |
| Operational expenses | (2,080,563) | (25,905,348) | (5,377,076) | (214,924) | (25,425,925) | (2,454,086) | (127,637) |
| Net financial expense | (24,301) | 5,331 | - | 11,280 | 7,858 | - | 18,062 |
| Taxation | - | (167,293) | - | - | (194,410) | - | (22) |
| Consolidated profit/(loss) for the period | (1,932,234) | 569,490 | (1,788,618) | (192,328) | 627,353 | (622,433) | (57,928) |
| - | - | - | - | - | - | - | |
| Other comprehensive income for the period | - | - | - | - | - | - | - |
| Other comprehensive income for the period | (1,932,234) | 569,490 | (1,788,618) | (192,328) | 627,353 | (622,433) | (57,928) |
During the period ended at 30 June 2016 and 2015, movements in investments in joint ventures and associated companies are as follows:
| 30 Jun 2016 | 30 Jun 2015 | |||||
|---|---|---|---|---|---|---|
| Proportion on equity |
Goodwill | Total investment |
Proportion on equity |
Goodwill | Total investment |
|
| Joint ventures | ||||||
| Opening balance as at 1 January | 638,605,623 | 571,752,490 | 1,210,358,113 | 621,439,679 | 579,547,428 | 1,200,987,107 |
| Change of consolidation method | 250,000 | - | 250,000 | - | - | - |
| Equity method: | ||||||
| Gains or losses in joint controlled and associated companies |
39,663,720 | - | 39,663,720 | 50,485,416 | - | 50,485,416 |
| Distributed dividends | (20,355,320) | - | (20,355,320) | (19,654,052) | - | (19,654,052) |
| Effect in equity capital and non controlling interests |
(20,647,437) | - | (20,647,437) | (4,495,204) | - | (4,495,204) |
| 637,516,586 | 571,752,490 | 1,209,269,076 | 647,775,839 | 579,547,428 | 1,227,323,267 | |
| Investments in associates companies | ||||||
| Opening balance as at 1 January | 2,807,145 | 1,723,842 | 4,530,987 | 1,502,111 | 137,494 | 1,639,605 |
| Acquisitions during the period | - | - | - | 1,599,541 | 1,400,759 | 3,000,300 |
| Capital increase in associated companies | 1,173,407 | - | 1,173,407 | - | - | - |
| Transfer of "Other non-current investments" and change method Equity method: |
(176,938) | 2,140,811 | 1,963,873 | - | - | - |
| Gains or losses in joint controlled and associates companies |
(436,903) | - | (436,903) | (6,448) | - | (6,448) |
| Distributed dividends | (352,945) | - | (352,945) | (180,276) | - | (180,276) |
| 3,013,766 | 3,864,653 | 6,878,419 | 2,914,928 | 1,538,253 | 4,453,181 | |
| Total | 640,530,352 | 575,617,143 | 1,216,147,495 | 650,690,767 | 581,085,681 | 1,231,776,448 |
The value of the "Effect of equity and non-controlling interests" includes:
12 million euro related to the currency translation reserve related to the exchange rate appreciation of the real in Brazil;
16 million euro negative related to the sold of all the direct participation of Group in NOS (2.14%) to ZOPT, (Note 11); and
11 million euro negative relating to currency translation reserve related to financial participation in which NOS have in the Finstar in Angola; and
The amount of dividends distributed related to Joint ventures investments includes 12,355,320 euro from Sonae Sierra and 8,000,000 euro from ZOPT.
Other non-current investments, their head offices, percentage of share capital held and book value as at 30 June 2016 and 31 December 2015 are as follows:
| Percentage of share capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30 Jun 2016 | 31 Dec 2015 | Statment of financial position | ||||||
| Company | Head office | Direct | Total | Direct | Total | 30 Jun 2016 | 31 Dec 2015 | |
| 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% | 925,197 | 898,197 | |
| 1) | Solferias- Operadores Turísticos, SA | Lisbon | - | - | 11.11% | 11.11% | - | 133,162 |
| 2) | MOVVO, S.A. | Porto | 22.89% | 22.89% | 16.00% | 16.00% | - | 991,315 |
| Sonae IM | ||||||||
| Lusa - Agên. de Notícias de Portugal, SA | Lisbon | 1.38% | 1.24% | 1.38% | 1.24% | 75,069 | 75,069 | |
| Cooper Gay Swett & Crawford ltd | London | 9.72% | 4.86% | 9.72% | 4.86% | 15,249,229 | 15,249,229 | |
| Other investments | 11,284,026 | 12,192,713 | ||||||
| Total (Note 11) | 27,543,497 | 29,549,661 |
1) Participation disposed in the period;
2) On May 27, 2016, the group proceeded to an increase of capital in MOVVO, now holds significant influence on that subsidiary allowing the latter to be included in consolidated by the equity method (Note 5).
On 30 June 2016, are included in "Other investments", among others 9,985,498 euro (9,996,932 euro as at 31 December 2015), 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 Sonae Distribuição Brazil 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 2015 as it was considered that there are no material valuation differences. The financial participation in Cooper Gay Sweet & Crawford Ltd was measured at its fair value as at 31 December 2015 taking into consideration the multiples of EBITDA or multiples of sales by region and the transaction price of the United States of America operation sold in February 2016. The value of Cooper Gay Sweet & Crawford Ltd is net of impairment in the value of 1,517,355 euro.
| Percentage of share capital held | ||||
|---|---|---|---|---|
| At acquisition date | ||||
| COMPANY | Head Office | Direct | Total | |
| Retail | ||||
| Irmãos Vila Nova, SA | Vila Nova de Famalicão (Portugal) | 100.00% | 50.00% | |
| Irmãos Vila Nova III - Imobiliária, SA | Vila Nova de Famalicão (Portugal) | 100.00% | 50.00% | |
| IVN - Serviços Partilhados, SA | Vila Nova de Famalicão (Portugal) | 50.00% | 50.00% | |
| IVN Asia Limited | Hong Kong (China) | 100.00% | 50.00% | |
| Salsa DE GmbH | Dusseldorf (Germany) | 100.00% | 50.00% | |
| Salsa Distribution USA LLC | New York (USA) | 100.00% | 50.00% | |
| Salsa France, S.A.R.L. | Paris (France) | 99.99% | 50.00% | |
| Salsa Luxembourg, Sàrl | Luxemburgo | 100.00% | 50.00% | |
| SLS Salsa - Comércio e Difusão de Vestuário, S.A. | Vila Nova de Famalicão (Portugal) | 100.00% | 50.00% | |
| SLS Salsa España - Comercio y Difusión de Vestuario, S.A.U. | Pontevedra (Spain) | 100.00% | 50.00% | |
| Sonae IM | ||||
| Sysvalue-Consult.,Int. e seg. em S.I.,SA | Mexico City (Mexico) | 100.00% | 89.97% | |
| Iberosegur-Soc. Ibérica Med. Seguros,Lda | Porto (Portugal) | 100.00% | 50.01% |
| Retail | Sonae IM | |||
|---|---|---|---|---|
| Amounts in euro | At acquisition date |
30 Jun 2016 | At acquisition date |
30 Jun 2016 |
| Net acquired assets | ||||
| Tangible and intangible assets (Note 8 and 9) | 13,925,984 | 13,925,984 | 4,640 | 4,346 |
| Inventories | 21,955,255 | 21,955,255 | - | - |
| Deferred tax assets | 1,691,120 | 1,691,120 | 9 | 9 |
| Other assets | 17,073,717 | 17,073,717 | 804,625 | 532,993 |
| Cash and cash equivalents | 7,501,069 | 7,501,069 | 164,722 | 105,152 |
| Non recorrent loans | (57,408,768) | (57,408,768) | (100,000) | (101,253) |
| Deferred tax liabilities | (33,611) | (33,611) | - | - |
| Other liabilities | (26,072,256) | (26,072,256) | (721,872) | (429,559) |
| Total net acquired assets | (21,367,490) | (21,367,490) | 152,124 | 111,688 |
| Goodwill | 167,547,490 | 1,068,458 | ||
| Non-controlling interests (Note 18) | 73,090,000 | (46,058) | ||
| Acquisition price | 73,090,000 | 1,266,640 | ||
| Effective cash paid | 73,090,000 | 611,690 | ||
| Future cash paid | - | 654,950 | ||
| 73,090,000 | 1,266,640 | |||
| Net cash flow resulting from the acquisition | ||||
| Effective cash paid | (73,090,000) | (579,690) | ||
| Cash and cash equivalents acquired | 7,501,069 | 164,722 | ||
| (65,588,931) | (414,968) |
| Retail | Sonae IM | ||||
|---|---|---|---|---|---|
| Valores em euros | Since acquisition date |
6 months | Since acquisition date |
6 months | |
| Sales and services | - | 55,093,319 | 258,972 | 951,487 | |
| Other income | - | 3,161,205 | - | 8,978 | |
| Cost of sales | - | (26,263,149) | (79,508) | (434,294) | |
| External supplies and services | - | (12,529,272) | (60,533) | (176,308) | |
| Staff costs | - | (10,954,555) | (138,820) | (417,435) | |
| Depreciation and amortisation | - | (1,830,037) | (293) | (4,512) | |
| Other expenses and losses | - | (1,859,018) | (1,741) | (12,583) | |
| Net financial income | - | (2,658,302) | (339) | (5,068) | |
| Net financial income | - | (352,513) | - | - | |
| Profit/loss before taxation | - | 1,807,678 | (22,262) | (89,735) | |
| Taxation | - | (724,435) | (81) | (81) | |
| Net Income | - | 1,083,243 | (22,343) | (89,816) |
IVN – Serviços Partilhados, SA holds the brand Salsa which is a Portuguese brand of jeanswear of international renown, recognized for its entrepreneurial spirit and the development of innovative products. Being a truly international company, their products can be found in about 2,000 points of sale in 32 countries. In 2015, the company recorded a consolidated turnover of 106 million euro, 56% of which is generated out of Portugal.
This acquisition fits in Sonae's strategic pillars, namely international expansion, diversification of investment styles and the reinforcement of the base of assets and competencies. Salsa will continue to rely on the current management team and in line with the terms of the agreement, their results will be included in Sonae Investimentos by the full consolidation method, being reported in the segment of Sports and Fashion of Sonae SR.
Following the acquisition of these companies, a preliminary assessment was made regarding the fair value of the assets acquired and the liabilities assumed. However, given that the transaction occurred on 30 June 2016, it has not yet been possible to complete the fair value allocation and calculation of Goodwill which will be made in the maximum period of 12 months from the date of acquisition. The purchase price allocation can be done within one year of the date of acquisition as allowed by IFRS3 – Business Combinations.
During the six months periods ended as at 30 June 2016 and 2015, movements in tangible assets as well as depreciation and accumulated impairment losses are made up as follows:
| Others | Tangible | Total | |||
|---|---|---|---|---|---|
| Land and | Plant and | tangible | assets | tangible | |
| buildings | machinery | assets | in progress | assets | |
| Gross assets: | |||||
| Opening balance as at 1 January 2016 | 1,340,030,432 | 1,331,776,249 | 195,582,343 | 24,255,352 | 2,891,644,376 |
| Investment | 11,437,720 | 479,713 | 917,477 | 99,610,194 | 112,445,104 |
| Acquisitions of subsidiaries (Note 7) | 22,243,102 | 12,070,843 | 7,994,539 | - | 42,308,484 |
| Disposals | (30,748,984) | (22,640,977) | (3,423,240) | (1,075,108) | (57,888,309) |
| Exchange rate effect | 195,606 | 79,303 | 404,950 | 11,819 | 691,678 |
| Transfers | 18,286,288 | 70,301,239 | 7,695,332 | (96,577,198) | (294,339) |
| Closing balance as at 30 June 2016 | 1,361,444,164 | 1,392,066,370 | 209,171,401 | 26,225,059 | 2,988,906,994 |
| Accumulated depreciation and impairment losses | |||||
| Opening balance as at 1 January 2016 | 367,362,667 | 828,106,126 | 153,060,796 | - | 1,348,529,589 |
| Depreciation of the period | 9,976,693 | 52,062,470 | 7,892,383 | - | 69,931,546 |
| Impairment losses of the period (Note 24) | 6,536,987 | - | 143 | - | 6,537,130 |
| Acquisitions of subsidiaries (Note 7) | 16,818,072 | 7,737,813 | 6,299,351 | - | 30,855,236 |
| Disposals | (3,936,186) | (17,671,807) | (3,278,513) | - | (24,886,506) |
| Exchange rate effect | 188,788 | 29,982 | 290,195 | - | 508,965 |
| Transfers | 349,129 | (511,653) | (304,552) | - | (467,076) |
| Closing balance as at 30 June 2016 | 397,296,150 | 869,752,931 | 163,959,803 | - | 1,431,008,884 |
| Carrying amount as at 30 June 2016 | 964,148,014 | 522,313,439 | 45,211,598 | 26,225,059 | 1,557,898,110 |
| Others | Tangible | Total | |||
| Land and | Plant and | tangible | assets | tangible | |
| buildings | machinery | assets | in progress | assets | |
| Gross assets: | |||||
| Opening balance as at 1 January 2015 | 1,668,538,078 | 1,286,938,925 | 184,269,466 | 27,306,514 | 3,167,052,983 |
| Investment | 2,931,922 | 846,557 | 756,380 | 58,577,301 | 63,112,160 |
| Disposals | (166,324,923) | (25,354,221) | (4,314,034) | (1,106,312) | (197,099,490) |
| Exchange rate effect | (91,925) | (21,031) | (188,239) | 68 | (301,127) |
| Transfers | 1,654,393 | 44,626,523 | 7,785,909 | (54,825,094) | (758,269) |
| Closing balance as at 30 June 2015 | 1,506,707,545 | 1,307,036,753 | 188,309,482 | 29,952,477 | 3,032,006,257 |
|---|---|---|---|---|---|
| Accumulated depreciation and impairment losses | |||||
| Opening balance as at 1 January 2015 | 432,793,307 | 783,680,414 | 148,631,381 | - | 1,365,105,102 |
| Depreciation and impairment losses of the period | 12,343,553 | 52,310,818 | 6,455,873 | - | 71,110,244 |
| Impairment losses of the period | (9,991) | 36,762 | - | - | 26,771 |
| Disposals | (35,634,614) | (21,375,813) | (4,128,108) | - | (61,138,535) |
| Exchange rate effect | (85,135) | (17,741) | (139,685) | - | (242,561) |
| Transfers | 4,906 | (350,581) | (203,672) | - | (549,347) |
| Closing balance as at 30 June 2015 | 409,412,026 | 814,283,859 | 150,615,789 | - | 1,374,311,674 |
| Carrying amount as at 30 June 2015 | 1,097,295,519 | 492,752,894 | 37,693,693 | 29,952,477 | 1,657,694,583 |
The investment during the period ended at 30 June 2016 and 2015 includes, approximately, 111.3 million euro (62.2 million euro in 2015) of assets acquisition primarily associated with the opening and remodelling of stores of Sonae retail operating segments.
During the period ended as at 30 June 2016 and 2015, several sale and leaseback transactions were accounted. The accounting values of the disposed assets, approximately, 170.1 million euro (134 million euro as at 30 June 2015), corresponds to 16 real estate food retail assets located in Portugal and 3 stores Worten on Spain (15 real estate food retail assets located in Portugal on 30 June 2015). These operations resulted in a cash inflow of 230 million euro (184.7 million euro as at 30 June 2015) and generated a net capital gain of approximately, 63.1 million euro (40 million euro as at 30 June 2015 (Note 27).
| 30 Jun 2016 | 30 Jun 2015 | |
|---|---|---|
| Refurbishment and expansion of stores in the retail businesses located in Portugal |
20,170,106 | 14,889,110 |
| Refurbishment and expansion of stores in the retail businesses | 1,921,489 | 816,444 |
| located in Spain Projects of "Continente" stores for which advance payments |
||
| were made | 1,206,600 | 8,804,900 |
| Others | 2,926,864 | 5,442,023 |
| 26,225,059 | 29,952,477 |
| Land and buildings |
Plant and machinery |
Others tangible assets |
Total tangible assets |
|
|---|---|---|---|---|
| Impairment losses | ||||
| Opening balance as at 1 january 2016 | 99,853,204 | 33,179,776 | 531,383 | 133,564,363 |
| Impairment losses of the period (Note 24) | 6,536,987 | - | 143 | 6,537,130 |
| Acquisition of subsidiary | 416,568 | - | - | 416,568 |
| Disposals | (14,011,634) | (2,751,317) | (53,744) | (16,816,695) |
| Transfers | - | (17,029) | (9,915) | (26,944) |
| Closing balance as at 30 June 2016 (Note 24) | 92,795,125 | 30,411,430 | 467,867 | 123,674,422 |
During the six month period ended at 30 June 2016 and 2015, movements in intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| Patents | Others | Intangible | Total | |
|---|---|---|---|---|
| and other | intangible | assets | intangible | |
| similar rights | assets | in progress | assets | |
| Gross assets: | ||||
| Opening balance as at 1 January 2016 | 117,783,711 | 385,338,394 | 33,660,059 | 536,782,164 |
| Investment | 74,899 | 1,079,096 | 20,014,068 | 21,168,063 |
| Acquisitions of subsidiaries (Note 7) | 9,400 | 5,846,464 | 99,731 | 5,955,595 |
| Disposals | (94,666) | (56,286) | (145,743) | (296,695) |
| Exchange rate effect | (104,413) | 4,150,224 | (37,990) | 4,007,821 |
| Transfers | 128,911 | 16,221,129 | (16,914,740) | (564,700) |
| Closing balance as at 30 June 2016 | 117,797,842 | 412,579,021 | 36,675,385 | 567,052,248 |
| Accumulated depreciation and impairment losses | ||||
| Opening balance as at 1 January 2016 | 38,812,220 | 253,519,595 | - | 292,331,815 |
| Depreciation of the period | 676,708 | 16,442,393 | - | 17,119,101 |
| Acquisitions of subsidiaries (Note 7) | - | 3,478,219 | - | 3,478,219 |
| Disposals | (94,666) | 844 | - | (93,822) |
| Exchange rate effect | (88,323) | 2,482,876 | - | 2,394,553 |
| Transfers | (47) | 37,313 | - | 37,266 |
| Closing balance as at 30 June 2016 | 39,305,892 | 275,961,240 | - | 315,267,132 |
| Carrying amount as at 30 June 2016 | 78,491,950 | 136,617,781 | 36,675,385 | 251,785,116 |
| Patents | Others | Intangible | Total | |
|---|---|---|---|---|
| other similar | intangible | assets | intangible | |
| rights | assets | in progress | assets | |
| Gross assets: | ||||
| Opening balance as at 1 January 2015 | 116,610,221 | 330,979,840 | 37,819,101 | 485,409,162 |
| Investment | 24,801 | 775,704 | 23,185,446 | 23,985,951 |
| Disposals | (63,330) | (661,171) | (208,546) | (933,047) |
| Exchange rate effect | 437,516 | (1,738,125) | 69,107 | (1,231,502) |
| Transfers | 187,167 | 14,770,094 | (14,453,503) | 503,758 |
| Closing balance as at 30 June 2015 | 117,196,375 | 344,126,342 | 46,411,605 | 507,734,322 |
| Accumulated depreciation and impairment losses | ||||
| Opening balance as at 1 January 2015 | 37,123,054 | 217,326,220 | - | 254,449,274 |
| Depreciation of the period | 1,073,245 | 13,658,947 | - | 14,732,192 |
| Disposals | (61,994) | (507,623) | - | (569,617) |
| Exchange rate effect | 364,746 | (963,912) | - | (599,166) |
| Transfers | 5,565 | 23,537 | - | 29,102 |
| Closing balance as at 30 June 2015 | 38,504,616 | 229,537,169 | - | 268,041,785 |
| Carrying amount as at 30 June 2015 | 78,691,759 | 114,589,173 | 46,411,605 | 239,692,537 |
Goodwill is allocated to each one of the operating segments and within to each one of the homogeneous groups of cash generating units as follows:
Retail - Goodwill is allocated to each operating segment, Food based retail (Sonae MC) and Specialized retail (Sonae SR), being afterwards distributed by each homogenous group of cash generating units, namely to each insignia within each segment and country, distributed by country and each of the properties in case of Retail real estate operating segment (Sonae RP);
Sonae IM - This segment's Goodwill is mainly related to: (i) Information Systems; (ii) Insurance business including values generated previous to the date of the adoption of IFRS and supported by the value of the customer portfolio (Portugal) as well as with the subsequent business combination acquired in Brazil.
As at 30 June 2016 and 31 December 2015, the caption "Goodwill" was as follows by insignia and country:
| Insignia | Portugal | Spain | Brazil | Other countries | Total |
|---|---|---|---|---|---|
| Sonae MC | 478,207,362 | - | - | - | 478,207,362 |
| Sonae SR | |||||
| electronics | 65,283,532 | - | - | - | 65,283,532 |
| fashion | 176,283,974 | 18,200,351 | - | 692,021 | 195,176,346 |
| sports | 10,957,847 | - | - | - | 10,957,847 |
| Sonae RP | 2,651,900 | - | - | - | 2,651,900 |
| Sonae IM | |||||
| MDS | 9,258,966 | - | 21,374,512 | - | 30,633,478 |
| Information Systems andMultimedia | 778,944 | - | 7,090 | 12,359,094 | 13,145,128 |
| 743,422,525 | 18,200,351 | 21,381,602 | 13,051,115 | 796,055,593 |
| 31 Dec 2015 | |||||
|---|---|---|---|---|---|
| Insignia | Portugal | Spain | Brazil | Other countries | Total |
| Sonae MC | 478,207,362 | - | - | - | 478,207,362 |
| Sonae SR | |||||
| electronics | 65,283,532 | - | - | - | 65,283,532 |
| fashion | 8,736,484 | 18,363,680 | - | 692,021 | 27,792,185 |
| sports | 10,957,847 | - | - | - | 10,957,847 |
| Sonae RP | 2,906,853 | - | - | - | 2,906,853 |
| Sonae IM | |||||
| MDS | 9,096,498 | - | 17,693,326 | - | 26,789,824 |
| Information Systems and Multimedia | 778,944 | - | 7,090 | 11,820,276 | 12,606,310 |
| 575,967,520 | 18,363,680 | 17,700,416 | 12,512,297 | 624,543,913 |
During the six months periods ended as at 30 June 2016 and 2015, movements in Goodwill as well as in the corresponding impairment losses, are as follows:
| 30 Jun 2016 | 30 Jun 2015 | |
|---|---|---|
| Gross value: | ||
| Opening balance | 639,617,937 | 625,358,011 |
| Goodwill generated in the period (Note 7) | 168,615,948 | 767,299 |
| Other variations | (948,478) | (326,434) |
| Currency translation | 3,638,595 | (1,586,027) |
| Closing balance | 810,924,002 | 624,212,849 |
| Accumulated impairment losses: | ||
| Opening balance | 15,074,024 | 14,767,547 |
| Increases | (205,615) | - |
| Closing balance | 14,868,409 | 14,767,547 |
| Carrying amount | 796,055,593 | 609,445,302 |
On 30 June 2016 and 2015 the movements in caption "Other Investments" can be detailed as follows:
| 30 Jun 2016 | 30 Jun 2015 | |||
|---|---|---|---|---|
| Non current | Current | Non current | Current | |
| Other investments | ||||
| Fair value (net of impairment losses) as at 1 January | 29,549,661 | 79,924,887 | 30,566,117 | 57,667,740 |
| Acquisitions in the period | 1,023,760 | 81,518 | 200,000 | 527 |
| Disposals in the period | (1,069,914) | (64,177,472) | - | (6,270) |
| Increase/(Decrease) in fair value | 3,863 | (15,681,846) | (36,259) | 21,342,287 |
| Transfers | (1,963,873) | - | - | - |
| Fair value (net of impairment losses) as at 30 June | 27,543,497 | 147,087 | 30,729,858 | 79,004,284 |
| Derivative financial instruments (Note 19) | ||||
| Fair value as at 1 January | - | 2,506,087 | - | 3,995,221 |
| Acquisitions in the period | - | 175,134 | - | - |
| Increase/(Decrease) in fair value | - | (980,046) | - | (2,960,648) |
| Fair value as at 30 June | - | 1,701,175 | - | 1,034,573 |
| 27,543,497 | 1,848,262 | 30,729,858 | 80,038,857 |
Under the caption "Other non-current financial investments" an amount of 9,985,498 euro (9,999,892 euro in 30 June 2015) is recorded related to deposited amounts on an Escrow Account (Note 6)
As established in the shareholders agreement between Sonaecom, Kento Holding Limited and Jadeium BV (currently named Unitel International Holdings, BV), on 14 June 2016, Sonaecom sold all its direct participation in NOS (2.14%) to ZOPT by the amount of 82,840,847 euro. This transaction generated a gain
of 18,725,887, that 50% of this gain were annulled through investments in associated companies and companies jointly controlled, according to the defined in IAS 28 - Investments in associates and, the other 50% registered in Gains and losses on investments recorded at fair value through profit. Additionally, the transaction also gave impact on equity of about 9 million euros, recorded under the caption effect of equity and non-controlling interests by reducing the fair value of 2.14% (Note 5.4).
The amount of increase / (decrease) in fair value under the caption "Other current investments" on current asset, is mainly associated with the registration to the fair value of the participation on NOS in the amount of - 15,681,846 euros (21,342,2871 euros in 30 June 2015). The fair value of this investment is determined based on the price of NOS shares and the respective changes are recorded in the consolidated income statement.
On 30 June 2016, the "Decreases during the period" in other current assets correspond to the sale of direct participation in Sonaecom NOS (2.14%) for ZOPT. To determine the fair value of NOS shares on the date of the sale, it was used the day's closing price 14 June 2016 (5.822).
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 heading of "Other non-current Investments" includes 2,308,770 euro (3,963,348 euro in 30 June 2015) of investments recorded at acquisition cost net of impairment losses for the same reasons.
The Other non-current Investments are net of impairment losses amounting to 371,105 euro (309,924 euro in 30 June 2015) (Note 24).
As at 30 June 2016 and 31 December 2015, "Other non- current assets" are detailed as follows:
| 30 Jun 2016 | 31 Dec 2015 | ||||
|---|---|---|---|---|---|
| Gross Value | Accumulated impairment losses (Note 24) |
Carrying Amount |
Gross Value | Accumulated impairment losses (Note 24) |
Carrying Amount |
| 728,435 | - | 728,435 | 605,316 | - | 605,316 |
| 4,810,281 | - | 4,810,281 | 4,633,112 | - | 4,633,112 |
| 6,240,960 | - | 6,240,960 | 6,240,960 | - | 6,240,960 |
| - | - | - | 527,618 | - | 527,618 |
| 456,286 | |||||
| 12,160,298 | - | 12,160,298 | 12,463,292 | - | 12,463,292 |
| 20,581,781 | - | 20,581,781 | 19,103,740 | - | 19,103,740 |
| - | - | - | 43,595 | - | 43,595 |
| 32,742,079 | - | 32,742,079 | 31,610,627 | - | 31,610,627 |
| 380,622 | - | 380,622 | 456,286 | - |
The amount disclosed as "Special regime for payment of tax and social security debts" corresponds to taxes voluntarily paid which were previously disputed and subject to reimbursement claims of Income Taxes. The
tax litigations are still in progress, although following the payment of guarantees previously given where canceled. No impairment loss was recorded since it's the Board of Directors understanding that the decisions over the appeals will be in favor of Sonae.
The Reinsurer's' share of technical provisions refer to non-life insurance ceded to reinsurance companies by a captive subsidiary. The value of the provisions is related to outstanding claims declared (Note24).
As at 30 June 2016 and 31 December 2015, "Trade account receivable and other current assets" are detailed as follows:
| 30 Jun 2016 | 31 Dec 2015 | |
|---|---|---|
| Trade accounts receivable | 124,467,520 | 103,297,115 |
| Taxes recoverable | 86,212,687 | 78,953,427 |
| Granted loans and other receivables to related companies | 23,217 | 22,061 |
| Other debtors | ||
| Trade creditors - debtor balances | 54,371,661 | 37,379,130 |
| Dividends to be received of jointly controlled companies | - | 12,192,750 |
| Disposal of financial investments | 714,791 | 2,642,097 |
| VAT recoverable on real estate assets | 1,554,699 | 2,560,040 |
| Disposal of tangible assets | 3,108,329 | 2,304,243 |
| Receivables from insurance companies | 2,823,289 | 3,047,910 |
| Vouchers and gift cards | 992,548 | 1,214,062 |
| Advances to suppliers | 3,508,183 | 852,495 |
| Other current assets | 17,745,894 | 27,857,801 |
| 84,819,394 | 90,050,528 | |
| Other current assets | ||
| Commercial discounts | 80,360,531 | 47,174,036 |
| Invoices to be issued | 13,933,600 | 10,390,059 |
| External supplies and services | 22,740,053 | 11,503,748 |
| Rents | 6,517,245 | 6,155,172 |
| Commissions to be received | 104,133 | 928,439 |
| Other current assets | 14,282,118 | 10,432,333 |
| 137,937,680 | 86,583,787 | |
| Accumulated impairment losses in receivables accounts (Note 24) | (19,567,789) | (18,285,857) |
| 413,892,709 | 340,621,061 | |
Deferred tax assets and liabilities as at 30 June 2016 and 31 December 2015 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 30 Jun 2016 | 31 Dec 2015 | 30 Jun 2016 | 31 Dec 2015 | |
| Difference between fair value and acquisition cost | 6,127,552 | 6,127,552 | 21,547,769 | 24,586,821 |
| Temporary differences on tangible assets and intangible | 1,797,132 | 1,622,953 | 42,314,086 | 43,830,296 |
| Provisions and impairment losses not accepted for tax purposes | 9,196,047 | 9,009,843 | - | - |
| Write off of tangible and intangible assets | 207 | 73,408 | - | - |
| Valuation of hedging derivatives | 170,872 | 242,174 | 433,085 | 364,824 |
| Revaluation of tangible assets | - | - | 1,108,210 | 1,166,623 |
| Tax losses carried forward | 45,033,235 | 41,618,697 | - | - |
| Reinvested capital gains/(losses) | - | - | 353,424 | 547,219 |
| Tax Benefits | 614,221 | 2,222,202 | - | - |
| Others | 4,668,821 | 2,952,789 | 2,330,148 | 2,263,989 |
| 67,608,087 | 63,869,618 | 68,086,722 | 72,759,772 |
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 June 2016 and 31 December 2015, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| 30 Jun 2016 | 31 Dec 2015 | ||||
|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets |
Time limit | Tax losses carried forward |
Deferred tax assets |
Time limit |
| 1,194,236 | 250,790 | 2026 | 1,194,236 | 250,790 | 2026 |
| 207,816 | 43,641 | 2027 | 230,791 | 48,466 | 2027 |
| 264,140 | 55,469 | 2028 | - | - | |
| 1,666,192 | 349,900 | 1,425,027 | 299,256 | ||
| 160,018,701 | 40,039,026 | 151,590,107 | 37,927,462 | ||
| 13,800,318 | 4,644,309 | 10,258,659 | 3,391,979 | ||
| 175,485,211 | 45,033,235 | 163,273,793 | 41,618,697 | ||
As at 30 June 2016 and 31 December 2015, deferred tax resulting from tax losses carried forward were assessed. 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.
As at 30 June 2016 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 37.6 million euro (35.1 million euro as at 31 December 2015). 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 June 2016 and 31 December 2015, was the dominant entity within the group of companies taxed in accordance with the Spanish regime for taxing groups of companies
As at 30 June 2016 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 Jun 2016 | 31 Dec 2015 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax credit |
Time limit | Tax losses carried forward |
Deferred tax credit |
Time limit | |
| With limited time use | ||||||
| Generated in 2012 | 7,621,978 | 1,600,616 | 2017 | 8,379,732 | 1,759,744 | 2017 |
| Generated in 2013 | 4,118,456 | 864,876 | 2018 | 3,957,748 | 831,127 | 2018 |
| Generated in 2014 | 5,914,345 | 1,242,013 | 2026 | 5,856,149 | 1,229,791 | 2026 |
| Generated in 2015 | 2,661,360 | 558,886 | 2027 | 2,629,640 | 552,224 | 2027 |
| Generated in 2016 | 1,294,385 | 271,821 | 2028 | - | - | |
| 21,610,524 | 4,538,212 | 20,823,269 | 4,372,886 | |||
| Without limited time use | 193,804,327 | 50,054,898 | 189,969,957 | 48,704,159 | ||
| With a time limit different from the above mentioned |
112,723,303 | 28,195,064 | 101,948,790 | 25,518,479 | ||
| 328,138,154 | 82,788,174 | 312,742,016 | 78,595,524 | |||
As at 30 June 2016 and 31 December 2015, Cash and cash equivalents can be detailed as follows:
| 30 Jun 2016 | 31 Dec 2015 | |
|---|---|---|
| Cash at hand | 7,974,971 | 9,325,162 |
| Bank deposits | 296,224,980 | 115,357,583 |
| Treasury applications | 25,008,307 | 158,068,838 |
| Cash and cash equivalents on the statement of financial position | 329,208,258 | 282,751,583 |
| Bank overdrafts (Note 19) | (40,629,328) | (12,611,120) |
| Cash and cash equivalents on the statement of cash flows | 288,578,930 | 270,140,463 |
Bank overdrafts are disclosed in the statement of financial position under current loans.
As at 31 December 2015 were transferred to "Non-Current Assets held for sale" 131 million euro which corresponded to the net value of the assets disposed in 2016 but to this date the transactions were already in advanced process of negotiation
The above-mentioned transactions occurred in the 1st half of 2016, and include:
As at 30 June 2016, 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 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 capital.
This transaction has 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 the group maintains the risks and rewards arising on the instruments sold.
Consequently, Sonae maintains in its capital acquisition cost of the shares that remain covered by the contract.
In November 2014, was made a renewal for an additional period of one year renewable automatically, keeping the remaining conditions unchanged.
Considering the operations mentioned above, the amount of the liability recorded amounts to 102,821,254 euro (Note 23) (103,602,523 euro as at 31 December 2015) reflecting the market value of 111,158,112 Sonae Holding shares (118,663,355 shares as at 31 December 2015).
The value of these liabilities is adjusted at the end of each month by the effect of Sonae Holding share price variation being recognized an asset / liabilities current in order to present the right / obligation related to the receipt / financial liquidation that occurs on a monthly basis.
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.
As at 30 June 2016, the following entities held more than 20% of the subscribed share capital:
| Company | % |
|---|---|
| Efanor Investimentos, SGPS, SA e suas filiais | 52.48 |
| 30 Jun 2016 | |||||
|---|---|---|---|---|---|
| COMPANY | Equity | Profit/(Loss) for the period |
Book value of non-controlling interests |
Proportion in income attributable to non-controlling interests |
Dividends attributable to non-controlling interests |
| Retail | |||||
| Real Estate Investment Funds | 128,072,437 | 21,158,254 | 2,795,055 | 461,760 | (492,503) |
| IVN - Serviços Partilhados, SA (Consolidated) | (21,367,490) | - | 73,090,000 | - | - |
| Others | 49,899,519 | 2,230,162 | 22,424,006 | 759,744 | (57,405) |
| Sonae IM | |||||
| Sonaecom, SGPS, SA (consolidated) | 965,413,847 | 2,397,912 | 94,871,941 | (340,900) | (1,809,412) |
| MDS, SGPS, SA (consolidated) | 26,611,782 | 10,809 | 14,429,563 | 10,817 | - |
| Others | |||||
| Others | 1,457,046 | 373,165 | 1,167 | 299 | - |
| Total | 1,150,087,141 | 26,170,302 | 207,611,732 | 891,720 | (2,359,320) |
| 31 Dec 2015 | |||||
| COMPANY | Equity | Profit/(Loss) for the period |
Book value of non-controlling interests |
Proportion in income attributable to non-controlling interests |
Dividends attributable to non-controlling interests |
| Retail | |||||
| Real Estate Investment Funds | 129,481,158 | 22,506,516 | 1,698,470 | 727,499 | (1,031,352) |
| Others | 47,902,622 | 2,420,670 | 22,701,912 | 863,507 | (56,603) |
| Sonae IM | |||||
| Sonaecom, SGPS, SA (consolidated) | 1,003,586,540 | 34,567,046 | 99,283,284 | 2,035,502 | (1,418,022) |
| MDS, SGPS, SA (consolidated) | 23,077,858 | (4,395,487) | 12,619,188 | (2,157,187) | (94,943) |
| Others | |||||
| Others | 1,083,881 | 500,468 | 867 | 402 | - |
| Total | 1,205,132,059 | 55,599,213 | 136,303,721 | 1,469,723 | (2,600,920) |
Movements in non-controlling interests during the periods ended as at 30 June 2016 and 2015 are as follows:
| 30 Jun 2016 | |||||||
|---|---|---|---|---|---|---|---|
| Retail | Sonae IM | Others | |||||
| Real Estate Investment Funds |
IVN - Serviços Partilhados, SA (Consolidated) |
Others | Sonaecom, SGPS, SA (consolidated) |
MDS, SGPS, SA (consolidated) |
Others | Total | |
| Opening balance as at 1 January | 2,691,601 | - | 21,708,781 | 99,303,284 | 12,599,187 | 868 | 136,303,721 |
| Distributed dividends | - | - | (57,405) | (1,809,412) | - | - | (1,866,817) |
| Distribution of investment income fund | (492,503) | - | - | - | - | - | (492,503) |
| Changes of increased shareholding by acquisitions | 134,197 | - | - | - | - | - | 134,197 |
| Change in currency translation reserve | - | - | 38,741 | 47,098 | 1,835,984 | - | 1,921,823 |
| Participation in other comprehensive income (net of tax) related to joint ventures and associated companies included in consolidation by the equity method |
- | - | - | (2,322,292) | - | - | (2,322,292) |
| Acquisition of subsidiaries | - | 73,090,000 | - | - | - | - | 73,090,000 |
| Obligation fulfilled by share attribution to employees | - | - | (38,873) | - | (40,511) | - | (79,384) |
| Changes in hedging reserves | - | - | 12,999 | - | - | - | 12,999 |
| Others | - | - | 19 | (5,837) | 24,086 | - | 18,268 |
| Profit for the period attributable to non-controlling interests | 461,760 | - | 759,744 | (340,900) | 10,817 | 299 | 891,720 |
| Closing balance as at 30 June | 2,795,055 | 73,090,000 | 22,424,006 | 94,871,941 | 14,429,563 | 1,167 | 207,611,732 |
| 30 Jun 2015 | ||||||
|---|---|---|---|---|---|---|
| Retail | Sonae IM | Others | ||||
| Real Estate Investment Funds |
Others | Sonaecom, SGPS, SA (consolidated) |
MDS, SGPS, SA (consolidated) |
Others | Total | |
| Opening balance as at 1 January | 33,627,820 | 19,341,826 | 99,447,776 | 7,782,645 | 466 | 160,200,533 |
| Distributed dividends | (56,649) | - | (1,418,022) | - | - | (1,474,671) |
| Changes of increased shareholding by acquisitions | (20,508,577) | - | 358,355 | 105,227 | - | (20,044,995) |
| Change in currency translation reserve | - | (9,071) | 37,115 | (773,944) | - | (745,900) |
| Participation in other comprehensive income (net of tax) related to joint ventures and associated companies included in consolidation by the equity method |
- | - | 553,222 | - | - | 553,222 |
| Obligation fulfilled by share attribution to employees | (14,969) | (34,368) | - | (86,521) | - | (135,858) |
| Changes in hedging reserves | - | (39,966) | - | - | - | (39,966) |
| Others | - | 89,956 | (92,385) | - | - | (2,429) |
| Profit for the period attributable to non-controlling interests | 770,292 | (43,197) | 2,280,465 | (863,418) | 445 | 2,144,587 |
| Closing balance as at 30 June | 13,817,917 | 19,305,180 | 101,166,526 | 6,163,989 | 911 | 140,454,523 |
| Acquisitions | ||
|---|---|---|
| IVN - Serviços Partilhados, SA (Consolidated) |
Others | Total |
| 50.00% | ||
| 73,090,000 | 173,262 | 73,263,262 |
| (73,090,000) | (134,197) | (73,224,197) |
| - | 39,065 | 39,065 |
| 30 Jun 2016 | 31 Dec 2015 | ||||
|---|---|---|---|---|---|
| Outstanding amount | Outstanding amount | ||||
| Current | Non current | Current | Non current | ||
| Bank loans | |||||
| Sonae, SGPS, SA - commercial paper | 154,500,000 | 150,000,000 | 159,300,000 | 180,000,000 | |
| Sonae Investimentos, SGPS,SA - commercial paper | 102,500,000 | 235,000,000 | 60,000,000 | 160,000,000 | |
| Sonae Investimentos affiliated /2014/2020 | - | 50,000,000 | - | 50,000,000 | |
| Sonae Investimentos affiliated /2015/2020 | - | 55,000,000 | - | 55,000,000 | |
| Sonae Investimentos affiliated /2015/2019 | - | 25,000,000 | - | 25,000,000 | |
| Sonae Investimentos affiliated /2016/2023 | 7,883,333 | 41,367,912 | - | - | |
| Sonae Holding affiliated /2014/2018 | - | 40,000,000 | - | 40,000,000 | |
| Sonae Holding affiliated /2014/2021 | - | 30,000,000 | - | 30,000,000 | |
| MDS, SGPS, SA - commercial paper | 5,250,000 | 14,950,000 | 5,250,000 | 14,950,000 | |
| MDS SGPS, SA affiliated / 2011/2016 | 3,157,310 | 1,942,960 | 3,131,055 | 3,247,020 | |
| Others | 21,263,450 | 12,779,815 | 18,363,593 | 8,631,589 | |
| 294,554,093 | 656,040,687 | 246,044,648 | 566,828,609 | ||
| Bank overdrafts (Note 15) | 40,629,328 | - | 12,611,120 | - | |
| Up-front fees beard with the issuance of borrowings | - | (519,651) | - | (521,997) | |
| Bank loans | 335,183,421 | 655,521,036 | 258,655,767 | 566,306,612 | |
| Bonds: | |||||
| Bonds Sonae SGPS/ 2014/2018 | - | - | - | 60,000,000 | |
| Bonds Sonae SGPS/ 2014/2020 | - | 50,000,000 | - | 50,000,000 | |
| Bonds Sonae SGPS/ 2015/2022 | - | 100,000,000 | - | 100,000,000 | |
| Bonds Sonae SGPS/ 2016/2023 | - | 60,000,000 | - | - | |
| Bonds Sonae Investments BV / 2014/2019 | - | 196,687,823 | - | 194,535,791 | |
| Bonds Sonae Investimentos SGPS/ 2012/2017 | - | - | 50,000,000 | 95,000,000 | |
| Bonds Sonae Investimentos SGPS/ June 2013/2018 | - | 50,000,000 | - | 50,000,000 | |
| Bonds Sonae Investimentos / December 2015/2020 | - | 50,000,000 | - | 50,000,000 | |
| Bonds Sonae Investimentos / May 2015/2020 | - | 75,000,000 | - | 75,000,000 | |
| Bonds Sonae Investimentos / December 2015/2020 | - | 30,000,000 | - | 30,000,000 | |
| Bonds Sonae Investimentos / June 2016/2021 | 25,000,000 | 95,000,000 | - | - | |
| Up-front fees beard with the issuance of borrowings | (37,919) | (7,053,341) | (37,919) | (6,973,692) | |
| Bonds | 24,962,081 | 699,634,482 | 49,962,081 | 697,562,099 | |
| Other loans | 1,232,186 | 5,325,985 | 1,092,795 | 5,764,682 | |
| Derivative instruments (Note 20) | 686,475 | - | 860,503 | - | |
| Other loans | 1,918,661 | 5,325,985 | 1,953,298 | 5,764,682 | |
| Obligations under finance leases | 2,363,494 | 1,790,117 | 3,691,782 | 3,231,481 | |
| 364,427,657 | 1,362,271,620 | 314,262,928 | 1,272,864,874 |
In June 2014 a subsidiary of Sonae SGPS, SA issued bonds which may be convertible (Sonae Investments BV 2014/2019) in Sonae shares already issued and fully subscribed or to be later on issued.
The fair value of the Equity component of this compound instrument was valued at 22,313,000 euro and it was determined by an independent entity from Sonae, taking into consideration the fair value of similar non- convertible financial instruments, having been estimated a market interest rate to establish the amortized cost of this financial liability. The liability component is recorded at the amortized cost based on the market rate.
The Bonds were issued at par with a nominal value of 100,000 euro (2.105 euro per bond) with a maturity of 5 years and with a fixed coupon of 1.625% per year, paid in arrears and semi-annually.
The bonds can be converted at the request of the bondholder when the quote of Sonae SGPS, SA, in accordance with the technical data sheet, exceeds 1.656 euros per share, which price is subject to
adjustments in accordance with market practices, in particular when the dividend exceeds 0.0287 euros per share.
It is estimated that the book value of all loans does not differ significantly from its fair value, determined based on discounted cash flow methodology, with the exception of the convertible bond loan into shares whose fair value is determined by the market price at the balance sheet date.
Bonds and bank loans bear an average interest rate of 1.60% as at 30 June 2016 (2.05% as at 31 December 2015). Most of the bonds and bank loans have variable interest rates indexed to Euribor.
The derivatives are recorded at fair value (Note 20).
The loans face value, maturities and interests are as follows (including obligations under financial leases):
| 30 Jun 2016 | 31 Dec 2015 | |
|---|---|---|
| N+1 a) | 363,779,101 | 313,440,343 |
| N+2 | 177,397,566 | 225,888,798 |
| N+3 | 401,142,388 | 193,792,207 |
| N+4 | 340,956,963 | 331,879,992 |
| N+5 | 282,909,870 | 377,426,614 |
| After N+5 | 181,250,000 | 167,337,163 |
| 1,747,435,888 | 1,609,765,117 |
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.
As at 30 June 2016, Sonae has, as detailed below, "Cash and cash equivalents" in the amount of 329 million euro (283 million euro on 31 December 2015) and available credit lines as follows:
| 30 Jun 2016 | 31 Dec 2015 | |||
|---|---|---|---|---|
| Commitments of less than one year |
Commitments of more than one year |
Commitments of less than one year |
Commitments of more than one year |
|
| Unused credit facilities | 44,368,680 | 265,000,000 | 122,683,306 | 341,050,000 |
| Agreed credit facilities | 336,270,890 | 699,625,000 | 293,260,890 | 732,250,000 |
Exchange rate derivatives
Sonae uses exchange rate derivatives, essentially to hedge future cash flows that occur in the next 12 months.
Thus Sonae entered into several exchange rate "forwards" and options in order to manage its exchange rate exposure.
The fair value of exchange rate derivatives hedging instruments, calculated based on present market value of equivalent financial instruments of exchange rate, is 686,475 euro as liabilities (860,503 euro as at 31 December 2015) and 1,524,383 euro as assets (1,983,962 euro as at 31 December 2015).
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".
Interest rate derivatives
Sonae does not have any interest rate hedging derivatives recorded as at 30 June 2016.
Interest rate and exchange rate derivatives
As at 30 June 2016 no contracts existed related to interest rate and exchange rate derivatives at the same time.
Fair value of derivatives
| Assets | Liabilities | ||||
|---|---|---|---|---|---|
| 30 Jun 2016 | 31 Dec 2015 | 30 Jun 2016 | 31 Dec 2015 | ||
| Hedging derivatives | |||||
| Exchange rate | 1,524,383 | 1,983,963 | 686,475 | 860,503 | |
| Derivatives not qualified as hedging | |||||
| Exchange rate | - | 522,124 | - | - | |
| Other derivatives | 176,792 | - | - | - | |
| 1,701,175 | 2,506,087 | 686,475 | 860,503 | ||
As at 30 June 2016 and 31 December 2015, "Other non-current liabilities" are detailed as follows:
| 30 Jun 2016 | 31 Dec 2015 | |
|---|---|---|
| Shareholders loans | 3,255,003 | 2,780,947 |
| Fixed assets suppliers | 234,410 | 604,822 |
| Other non-current liabilities | 2,291,649 | 2,095,698 |
| Deferral of the disposal of the extended warranties | 28,573,321 | 28,196,895 |
| Accruals and deferrals | 3,770,990 | 2,350,518 |
| Other non-current liabilities | 38,125,373 | 36,028,880 |
The caption "Shareholders loans" relates to loans in affiliated undertakings in the Retail and Sonae IM operating segments. These liabilities do not have a defined vesting date and bear interests at variable market rates.
In 2016 and in previous years, Sonae in accordance with the remuneration policy described in the corporate governance report 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 third anniversary of the grant date and the end of that year.
As at 30 June 2016, all Sonae Holding 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 2016, 2015 and 31 December 2014. Share-based payments costs are recognized on a straight line basis between the grant and the settlement date.
As at 30 June 2016 and 31 December 2015, 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 | ||||||
|---|---|---|---|---|---|---|
| Grant year |
Vesting year |
Number of participants |
Share price on date of assignment |
30 Jun 2016 | 31 Dec 2015 | |
| Shares | ||||||
| 2013 | 2016 | - | 0.701 | - | 5,404,038 | |
| 2014 | 2017 | 238 | 1.343 | 4,410,333 | 4,306,697 | |
| 2015 | 2018 | 263 | 1.278 | 3,934,567 | 3,784,460 | |
| 2016 | 2019 | 287 | 0.970 | 5,047,438 | - | |
| Total | 13,392,338 | 13,495,195 |
During the period ending 30 June 2016 the movements on the above mentioned share based plans were the following:
| Aggregate number of participants |
Number of shares | |
|---|---|---|
| Balance as at 31 December 2015 | 625 | 13,495,195 |
| Grant | 283 | 4,965,755 |
| Vesting | (98) | (5,610,617) |
| Canceled /extinct / corrected / transferred (1) | (22) | 542,005 |
| Closing balance as at 30 June 2016 | 788 | 13,392,338 |
(1) Corrections are made on the basis of the dividend paid and the changes of share capital and other equity adjustments.
As at 30 June 2016 and 31 December 2015, 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 * | |||||
|---|---|---|---|---|---|
| Grant year |
Vesting year |
30 Jun 2016 | 31 Dec 2015 | ||
| 2013 | 2016 | - | 5,663,432 | ||
| 2014 | 2017 | 3,565,019 | 3,008,946 | ||
| 2015 | 2018 | 1,908,265 | 1,322,038 | ||
| 2016 | 2019 | 816,002 | - | ||
| Total | 6,289,286 | 9,994,416 |
* Share market value as of 30 June 2016 and 31 December 2015.
As at 30 June 2016 and 31 December 2015 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 Jun 2016 | 31 Dec 2015 | |
|---|---|---|
| Recorded in staff costs in the current period | 2,707,344 | 2,024,040 |
| Recorded in previous years | 5,394,471 | 6,312,164 |
| 8,101,815 | 8,336,204 | |
| Recorded in other liabilities | - | - |
| Recorded value in Other reserves | 8,101,815 | 8,336,204 |
| 8,101,815 | 8,336,204 |
As at 30 June 2016 and 31 December 2015, "Trade creditors and other current liabilities" were made up as follows:
| 30 Jun 2016 | 31 Dec 2015 | |
|---|---|---|
| Trade creditors | 992,542,690 | 1,161,697,200 |
| Taxes payable | 91,179,741 | 92,269,879 |
| Other creditors | ||
| Fixed asset suppliers | 35,403,466 | 44,750,697 |
| Other debts | 148,512,785 | 154,763,112 |
| 183,916,251 | 199,513,809 | |
| Other current liabilities | ||
| Holiday pay and bonuses | 123,582,114 | 111,077,895 |
| Other external supplies and services | 39,857,753 | 41,018,028 |
| Deferred Revenue of warranty extension | 27,562,811 | 24,471,084 |
| Responsabilities assumed on sale of real state | 18,324,530 | 10,031,166 |
| Rentals | 10,059,882 | 6,773,465 |
| Marketing expenses | 9,908,922 | 14,159,475 |
| Advance receipts from trade receivables | 8,946,946 | 8,407,899 |
| Interest payable | 3,139,330 | 5,022,010 |
| Expenses on purchases | 5,504,614 | 5,270,530 |
| Insurance payable | 5,184,338 | 1,745,005 |
| Others | 15,375,687 | 10,498,254 |
| 267,446,927 | 238,474,811 | |
| 1,535,085,609 | 1,691,955,699 |
The caption "Other debts" includes:
102,821,254 euro (103,602,523 euro as at 31 December 2015) relating to the fair value of the shares covered by Sonae Holding financial derivative referred to in Note 17;
12,100,988 euro (14,219,757 euro as at 31 December 2015) of attributed discounts not yet redeemed related to loyalty card "Cartao Cliente";
12,462,714 euro (14,365,559 euro as at 31 December 2015) related to vouchers, gift cards and discount tickets not yet redeemed.
Movements in Provisions and impairment losses over the period ended 30 June 2016 and 2015 are as follows:
| Caption | Balance as at 01 Jan 2016 |
Increase | Decrease | Entries on the perimeter |
Balance as at 30 Jun 2016 |
|---|---|---|---|---|---|
| Accumulated impairment losses on investments (Notes 6 and 11) |
1,886,603 | - | (800) | (17,606) | 1,868,197 |
| Impairment losses on fixed tangible assets (Note 8) | 133,564,363 | 6,537,130 | (16,843,639) | 416,568 | 123,674,422 |
| Impairment losses on intangible assets | 1,497,024 | - | - | - | 1,497,024 |
| Accumulated impairment losses on trade account receivables and other debtors (Note 13) |
18,285,857 | 1,770,590 | (2,484,703) | 2,030,705 | 19,602,449 |
| Non current provisions | 38,810,058 | 3,413,546 | (3,254,268) | - | 38,969,336 |
| Current provisions | 3,083,990 | - | (44,268) | 218,500 | 3,258,222 |
| 197,127,895 | 11,721,266 | (22,627,678) | 186,221,483 | 372,442,966 | |
| Caption | Balance as at 01 Jan 2015 |
Increase | Decrease | Transfers | Balance as at 30 Jun 2015 |
| Accumulated impairment losses on investments | 6,301,835 | 36,663 | (2,262,691) | (3,765,883) | 309,924 |
| Impairment losses on fixed tangible assets | 143,623,367 | 440,865 | (4,989,084) | - | 139,075,148 |
| Impairment losses on intangible assets | 1,497,101 | - | - | - | 1,497,101 |
| Accumulated impairment losses on trade account receivables and other debtors |
22,496,541 | 8,759,675 | (2,746,932) | - | 28,509,284 |
| Non current provisions | 36,489,900 | 1,111,156 | (5,259,293) | - | 32,341,763 |
| Current provisions | 3,724,196 | 61,966 | (86,544) | - | 3,699,618 |
| 214,132,940 | 10,410,325 | (15,344,544) | (3,765,883) | 205,432,838 |
As at 30 June 2016 and 31 December 2015, provision's details can be analyzed as follows:
| 30 Jun 2016 | 31 Dec 2015 | |
|---|---|---|
| Technical provisions on reinsurance | 21,244,534 | 20,463,598 |
| Future liabilities relating to subsidiaries of retail in Brazil sold |
8,143,340 | 6,779,929 |
| Clients guarantees | 1,896,330 | 3,363,334 |
| Judicial claims | 1,732,302 | 3,558,791 |
| Others | (32,798,006) | 7,728,396 |
| 218,500 | 41,894,048 |
Impairment losses are deducted from the book value of the corresponding asset.
As at 30 June 2016 and 31 December 2015, major contingent liabilities were guarantees given and can be detailed as follows:
- Guarantees and sureties given
| 30 Jun 2016 | 31 Dec 2015 | |
|---|---|---|
| Guarantees given: | ||
| on tax claims | 1,145,623,607 | 1,083,444,776 |
| on judicial claims | 925,359 | 695,238 |
| on municipal claims | 8,533,084 | 8,268,603 |
| contract by proper compliments | 18,524,755 | 17,445,799 |
| other guarantees | 6,596,658 | 4,824,720 |
The main tax claims were bank guarantees given or sureties as follows:
Retail operating segment subsidiaries of the Company granted guarantees or securities in favor of the Portuguese Tax Administration, associated with tax claims for additional VAT payment amounting to 546.9 million euro (520 million euro as at 31 December 2015) related from 2004 to 2013, which the Company has presented, or has the intention of presenting, a tax appeal. Portuguese tax authorities claim that the Company should have invoiced VAT related to promotional discounts invoiced to suppliers which depend on the purchases made by the Group during the year, as it considers that the 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 144.3 million euro (144.3 million euro in 2015), in favor of Tax authorities regarding 2007 to 2012. 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 31December 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 31December 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 income tax, concerning a subsidiary of the Company in Brazil, in the amount of, approximately, 18.3 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 37.6 million euro (135 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, 28.5 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, having recorded as an asset the amounts related with income taxes paid under those plans (Note 12).
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 31 December 2015, 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 (28.5 million euro) related to programs for the Brazilian State of tax recovery, amount to near 31.4 million euro. Furthermore, there are other tax assessments totaling 44.5 million euro 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.
| Sales and services rendered | Purchases and services obtained | ||||
|---|---|---|---|---|---|
| Transactions | 30 Jun 2016 | 30 Jun 2015 | 30 Jun 2016 | 30 Jun 2015 | |
| Parent Company | 117,009 | 93,362 | 344,945 | 433,670 | |
| Jointly controlled companies | 8,910,259 | 7,820,843 | 19,788,111 | 22,879,546 | |
| Associated companies | 16,106,296 | 15,629,279 | 1,077,324 | 544,081 | |
| Other related parties | 27,335,767 | 29,513,713 | 9,602,525 | 10,370,969 | |
| 52,469,331 | 53,057,197 | 30,812,905 | 34,228,266 | ||
| Interest income | Interest expenses | ||||
| Transactions | 30 Jun 2016 | 30 Jun 2015 | 30 Jun 2016 | 30 Jun 2015 | |
| Parent Company | - | - | 168,233 | 11,789 | |
| Jointly controlled companies | - | 188,051 | - | - | |
| Other related parties | - | - | 37,446 | 126,432 | |
| - | 188,051 | 205,679 | 138,221 | ||
| Accounts receivable | Accounts payable | ||||
| Balances | 30 Jun 2016 | 31 Dec 2015 | 30 Jun 2016 | 31 Dec 2015 | |
| Parent Company | 48,961 | 65,568 | 319,714 | 611,479 | |
| Jointly controlled companies | 7,774,473 | 16,621,469 | 8,135,767 | 10,403,025 | |
| Associated companies | 3,448,318 | 4,024,521 | 148,634 | 1,868,694 | |
| Other related parties | 18,396,880 | 17,816,186 | 7,293,077 | 7,431,116 | |
| 29,668,632 | 38,527,744 | 15,897,192 | 20,314,314 | ||
| Loans | |||||
| Obtained | Granted | ||||
| Balances | 30 Jun 2016 | 31 Dec 2015 | 30 Jun 2016 | 31 Dec 2015 | |
| Jointly controlled companies | 1,000 | 1,000 | - | - | |
| Other related parties | 2,962,735 | 2,887,573 | 3,570 | 3,570 | |
| 2,963,735 | 2,888,573 | 3,570 | 3,570 |
| 30 Jun 2016 | 30 Jun 2015 | |
|---|---|---|
| Supplementary income | 311,058,985 | 270,368,505 |
| Prompt payment discounts obtained | 12,056,401 | 11,354,676 |
| Foreign currency exchange gains | 8,967,814 | 19,550,593 |
| Own work capitalised | 6,761,187 | 6,138,020 |
| Gains on sales of assets | 63,860,700 | 41,814,575 |
| Impairment losses reversals | 3,508,824 | 5,658,695 |
| Others | 3,311,768 | 1,578,703 |
| 409,525,679 | 356,463,767 |
As at 30 June 2016, the caption "Gains on disposal of assets" included:
13.6 million euro related to operations Sale and Leaseback of 4 retail food assets located in Portugal (Note 8); and
49.5 million euro from the sale of assets classified as held for sale in 2015 (Note 16).
| 30 Jun 2016 | 30 Jun 2015 | ||
|---|---|---|---|
| Current tax | 9,297,119 | 18,615,169 | |
| Deferred tax | (8,649,986) | (7,999,043) | |
| 647,133 | 10,616,126 |
| 30 Jun 2016 | 30 Jun 2015 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings per share (consolidated profit for the period) |
76,522,364 | 96,710,933 |
| Effect of dilutive potential shares | - | - |
| Interest related to convertible bonds (net of tax) | 3,852,999 | 3,749,212 |
| Net profit taken into consideration to calculate diluted earnings per share | 80,375,363 | 100,460,145 |
| Number of shares | ||
| Weighted average number of shares used to calculate basic earnings per share |
1,885,261,759 | 1,872,196,974 |
| Effect of dilutive potential ordinary shares from convertible bonds | 127,113,527 | 71,142,333 |
| Outstanding shares related with share based payments | 13,392,338 | 13,771,884 |
| Shares related to performance bonus that can be bought at market price | (8,198,289) | (5,054,782) |
| Weighted average number of shares used to calculate diluted earnings | 2,017,569,335 | 1,952,056,409 |
| per share | ||
| Earnings per share | ||
| Basic | 0.042634 | 0.053659 |
| Diluted | 0.039838 | 0.051464 |
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 526 stores and 266 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 / Bagga, Note! / Makenotes and Wells;
Sonae SR is a specialised retail unit, with a presence in the electronics, sports and fashion market operating 515 stores and 79 stores operated under franchise agreements under the Worten, Sport Zone, MO, Zippy and Losan 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.
Sonae IM includes Bizdirect, Saphety, Wedo Technologies and S21sec (Telecommunications Technology), Movvo (Retail Technology), Maxmat (bricolage and construction materials), MDS (insurance broker), Tlantic (retail software) and Publico (media).
In addition to the operating segments above mentioned Sonae still has two major partnerships Sonae Sierra and Zopt (includes NOS) whose relevant information is disclosed in Note 5.
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.
| Turnover | 30 Jun 2016 | Inter-segment income |
30 Jun 2015 | Inter-segment income |
||
|---|---|---|---|---|---|---|
| Sonae MC | 1,691,397,582 | (884,845) | 1,632,893,816 | (800,032) | ||
| Sonae SR | 614,028,919 | (14,905,673) | 581,920,978 | (15,336,579) | ||
| Sonae RP | 46,861,403 | (41,628,881) | 64,194,354 | (59,929,534) | ||
| Sonae IM | 126,886,949 | (8,325,525) | 123,975,463 | (8,442,099) | ||
| Other, eliminations and adjustments | (47,770,633) | (79,456) | (74,018,322) | (80,000) | ||
| Total consolidated | 2,431,404,220 | (65,824,380) | 2,328,966,289 | (84,588,244) | ||
| Depreciation and amortisation | Provisions and impairment losses | EBIT | ||||
| 30 Jun 2016 | 30 Jun 2015 | 30 Jun 2016 | 30 Jun 2015 | 30 Jun 2016 | 30 Jun 2015 | |
| Sonae MC | 44,300,200 | 42,848,316 | 381,801 | 1,302,451 | 29,363,440 | 39,528,824 |
| Sonae SR | 23,390,906 | 21,725,374 | 814,455 | 693,034 | (40,622,449) | (39,194,411) |
| Sonae RP | 11,822,963 | 14,132,315 | 6,536,987 | - | 85,925,926 | 83,554,570 |
| Sonae IM | 7,167,141 | 7,064,723 | 487,174 | 772,723 | (2,644,022) | (2,493,746) |
| Other, eliminations and adjustments (1) | 381,178 | 83,925 | 1,913 | 5,696 | 20,539,872 | 21,184,820 |
| Total direct consolidated | 87,062,388 | 85,854,653 | 8,222,330 | 2,773,904 | 92,562,767 | 102,580,057 |
The main operating segment information can be detailed as follows:
| Net financial expenses (2) | Income tax (2) | |||
|---|---|---|---|---|
| 30 Jun 2016 | 30 Jun 2015 | 30 Jun 2016 | 30 Jun 2015 | |
| Retail | (30,321,604) | (30,667,086) | 346,921 | 10,579,426 |
| Sonae IM | (1,473,176) | (1,009,093) | (2,074,613) | (354,501) |
| Holding (1) | 6,165,731 | (4,343,112) | 2,374,825 | 391,201 |
| Total consolidated | (25,629,049) | (36,019,291) | 647,133 | 10,616,126 |
| Investment (CAPEX) | Net invested capital | |||
|---|---|---|---|---|
| 30 Jun 2016 30 Jun 2015 |
30 Jun 2016 | 31 Dec 2015 | ||
| Sonae MC | 69,430,184 | 49,645,556 | 685,269,250 | 533,730,705 |
| Sonae SR | 101,540,711 | 29,716,573 | 468,097,211 | 171,408,087 |
| Sonae RP | 27,673,184 | 29,651,931 | 887,728,266 | 1,046,536,798 |
| Sonae IM | 7,216,187 | 5,211,361 | 148,280,211 | 132,664,890 |
| Other, eliminations and adjustments (1) | 2,215,300 | 2,101,462 | 1,138,948,999 | 1,203,292,497 |
| Total consolidated | 208,075,566 | 116,326,883 | 3,328,323,937 | 3,087,632,977 |
| Total net debt (2) (3) | |||
|---|---|---|---|
| 30 Jun 2016 | 31 Dec 2015 | ||
| Retail | 836,987,675 | 643,978,322 | |
| Sonae IM | 51,274,769 | 39,546,259 | |
| Holding (1) | 500,737,165 | 609,314,264 | |
| Total consolidated | 1,388,999,609 | 1,292,838,845 |
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.
| Turnover | EBIT | ||||
|---|---|---|---|---|---|
| 30 Jun 2016 | 30 Jun 2015 | 30 Jun 2016 | 30 Jun 2015 | ||
| Inter-segment income | (65,824,380) | (84,588,244) | - | - | |
| Equity method | - | - | 23,136,055 | 24,231,156 | |
| Others | 18,053,747 | 10,569,922 | (2,596,183) | (3,046,336) | |
| Other, eliminations and adjustments | (47,770,633) | (74,018,322) | 20,539,872 | 21,184,820 | |
| Investment | Invested capital | ||||
| 30 Jun 2016 | 30 Jun 2015 | 30 Jun 2016 | 31 Dec 2015 | ||
| Inter-segment income and contributions | |||||
| from companies non individualized as segments |
2,215,300 | 2,101,462 | 25,622,758 | 79,931,177 | |
| Investments | - | - | 1,216,147,495 | 1,214,889,100 | |
| Cash settled equity swap (3) | - | - | (102,821,254) | (103,720,530) | |
| Dividends available | - | - | - | 12,192,750 | |
| Other, eliminations and adjustments | 2,215,300 | 2,101,462 | 1,138,948,999 | 1,203,292,497 |
3) Financial Instrument reported in Note 16.
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;
Others, 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 4;
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 and EBIT are 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 June 2016 and 2015 can be summarised as follows:
| 30 Jun 2016 | 30 Jun 2015 | |||||
|---|---|---|---|---|---|---|
| Consolidated | Indirect Income |
Direct Income | Consolidated | Indirect Income |
Direct Income | |
| Turnover | 2,431,404,220 | - | 2,431,404,220 | 2,328,966,289 | - | 2,328,966,289 |
| Investment income | ||||||
| Dividends | 1,864,173 | 1,762,005 | 102,168 | 1,542,101 | 1,542,101 | - |
| Impairment losses | - | - | - | (4,735,362) | (4,735,362) | - |
| Others | (12,221) | - | (12,221) | - | - | - |
| Other income | ||||||
| Impairment losses reversal | 2,041,820 | - | 2,041,820 | 3,087,192 | - | 3,087,192 |
| Others | 343,638,610 | - | 343,638,610 | 314,791,794 | - | 314,791,794 |
| Total income | 2,778,936,603 | 1,762,005 | 2,777,174,598 | 2,643,652,014 | (3,193,261) | 2,646,845,275 |
| Total expenses | (2,664,156,520) | (508,533) | (2,663,647,987) | (2,513,535,183) | (1,485,958) | (2,512,049,225) |
| Depreciation and amortisation | (87,062,388) | - | (87,062,388) | (85,854,653) | - | (85,854,653) |
| Non-recurring impairment losses over inventories | (4,070,343) | - | (4,070,343) | (2,542,240) | - | (2,542,240) |
| Provisions and impairment | ||||||
| Others | (8,222,330) | - | (8,222,330) | (2,773,904) | - | (2,773,904) |
| Profit before financial results and share of results in associated companies |
15,425,022 | 1,253,472 | 14,171,550 | 38,946,034 | (4,679,219) | 43,625,253 |
| Non-recurring Profit/(Loss) | 55,357,330 | - | 55,357,330 | 34,723,648 | - | 34,723,648 |
| Gains and losses on investments recorded at fair value through results |
(6,318,903) | (6,318,903) | - | 21,342,287 | 21,342,287 | - |
| Financial profit/(loss) | (25,629,049) | - | (25,629,049) | (36,019,291) | - | (36,019,291) |
| Share of results in joint ventures and associated | ||||||
| undertakings | ||||||
| Sonae Sierra | 29,505,518 | 16,090,762 | 13,414,756 | 39,645,106 | 26,247,812 | 13,397,294 |
| ZOPT | 10,214,490 | - | 10,214,490 | 10,811,035 | - | 10,811,035 |
| Others | (493,191) | - | (493,191) | 22,827 | - | 22,827 |
| Profit before income tax | 78,061,217 | 11,025,331 | 67,035,886 | 109,471,646 | 42,910,880 | 66,560,766 |
| Income tax | (647,133) | - | (647,133) | (10,616,126) | - | (10,616,126) |
| Net profit for the period | 77,414,084 | 11,025,331 | 66,388,753 | 98,855,520 | 42,910,880 | 55,944,640 |
| Attributable to equity holders of Sonae | 76,522,364 | 11,482,579 | 65,039,785 | 96,710,933 | 42,910,880 | 53,800,053 |
| Non-controlling interests | 891,720 | (457,248) | 1,348,968 | 2,144,587 | - | 2,144,587 |
| "Underlying" EBITDA (b) | 111,382,622 | 131,708,858 | ||||
| Direct EBITDA (a) | 189,876,007 | 190,663,662 | ||||
| Direct EBIT (c) | 92,562,767 | 102,580,057 |
assets at risk. Additionally and with regard to the portfolio of Sonae: (i) impairment of real estate assets for retail, (ii) decrease in goodwill, (iii) provisions (net of tax) for possible future liabilities and impairments related with non-core financial investments, businesses, discontinued assets (or 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 accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 17 August 2016.
The Board of Directors
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
Andrew Eustace Clavering Campbell
Christine Cross
Dag Johan Skattum
José Manuel Neves Adelino
Marcelo Faria de Lima
Margaret Lorraine Trainer
Tsega Gebreyes
Condensed individual financial statements
(Amounts expressed in euro)
(Translation of condensed individual financial statements originally issued in Portuguese.In case of discrepancy the Portuguese version prevails)
| ASSETS | Notes | 30.June.2016 | 30.June.2015 | 31.December.2015 |
|---|---|---|---|---|
| NON-CURRENT ASSETS: | ||||
| Tangible assets | 78,189 | 105,266 | 90,243 | |
| Intangible assets | 332 | 3,887 | 2,153 | |
| Investments in subsidiaries, associates and joint ventures | 4 | 3,980,217,640 | 2,433,361,222 | 3,936,004,695 |
| Other investments | 5 | 30,465,254 | 29,613,226 | 29,617,075 |
| Deferred taxes | - | 762,989 | - | |
| Other non-current assets | 6 | 347,400,000 | 347,400,000 | 347,400,000 |
| Total non-current assets | 4,358,161,415 | 2,811,246,590 | 4,313,114,166 | |
| CURRENT ASSETS: | ||||
| Trade account receivables and other current assets | 7 | 117,656,130 | 1,975,874,757 | 72,845,986 |
| Cash and cash equivalents | 8 | 516,686 | 31,897 | 390,501 |
| Total current assets | 118,172,816 | 1,975,906,654 | 73,236,487 | |
| TOTAL ASSETS | 4,476,334,231 | 4,787,153,244 | 4,386,350,653 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 9 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 |
| Reserves and retained earnings | 1,613,868,304 | 1,918,422,544 | 1,848,829,207 | |
| Profit for the period | 32,498,351 | 49,077,393 | (279,672,410) | |
| TOTAL EQUITY | 3,646,366,655 | 3,967,499,937 | 3,569,156,797 | |
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: | ||||
| Loans | 10 | 357,094,480 | 342,111,885 | 387,406,442 |
| Total non-current liabilities | 357,094,480 | 342,111,885 | 387,406,442 | |
| CURRENT LIABILITIES: | ||||
| Loans | 10 | 154,500,776 | 204,002,141 | 159,300,000 |
| Trade creditors and other current liabilities | 11 | 318,372,320 | 273,539,281 | 270,487,414 |
| Total current liabilities | 472,873,096 | 477,541,422 | 429,787,414 | |
| TOTAL EQUITY AND LIABILITIES | 4,476,334,231 | 4,787,153,244 | 4,386,350,653 | |
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 | nd Quarter 2016 2 |
2nd Quarter 2015 | 30.June.2016 | 30.June.2015 | |
|---|---|---|---|---|---|
| Services rendered | 117,388 | 119,094 | 232,692 | 238,188 | |
| Gains or losses on investments | 14 | 17,055,034 | - | 28,236,292 | 27,019,285 |
| Financial income | 7,560,817 | 27,541,270 | 14,942,634 | 52,701,645 | |
| Other income | 705,027 | 529,298 | 1,301,524 | 1,085,997 | |
| External supplies and services | (944,449) | (617,212) | (1,661,233) | (1,679,668) | |
| Staff costs | (465,460) | (614,362) | (985,939) | (1,220,136) | |
| Depreciation and amortisation | (9,027) | (8,481) | (17,962) | (16,465) | |
| Provisions and impairment losses | (1,913) | - | (1,913) | - | |
| Financial expense | (3,449,686) | (9,184,757) | (7,427,634) | (20,445,728) | |
| Other expenses | (287,581) | (272,797) | (410,390) | (476,699) | |
| Profit/(Loss) before taxation | 20,280,150 | 17,492,054 | 34,208,071 | 57,206,419 | |
| Taxation | 168,328 | (4,427,241) | (1,709,720) | (8,129,026) | |
| Profit/(Loss) after taxation | 20,448,478 | 13,064,812 | 32,498,351 | 49,077,393 | |
| Profit/(Loss) per share | |||||
| Basic | 15 | 0.010226 | 0.006584 | 0.016251 | 0.024663 |
| Diluted | 15 | 0.010222 | 0.006589 | 0.016246 | 0.024652 |
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)
| nd Quarter 2016 2 |
2nd Quarter 2015 | 30.June.2016 | 30.June.2015 | |
|---|---|---|---|---|
| Net Profit / (Loss) for the period | 20,448,478 | 13,064,812 | 32,498,351 | 49,077,393 |
| Changes on fair value of available-for-sale financial assets Other comprehensive income for the period |
38,838,033 38,838,033 |
11,974,563 11,974,563 |
45,061,123 45,061,123 |
76,085,567 76,085,567 |
| Total comprehensive income for the period | 59,286,511 | 25,039,375 | 77,559,474 | 125,162,960 |
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 ed Res ain nin ret erv es a ear gs |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Sha tal api re c |
har Tre asu ry s es |
al r Leg ese rve |
Fai lue r va res erv e |
Hed gin g res erv e |
Oth er r ese rve s and ed ain ret nin ear gs |
al r Tot ese rve s and ed ain ret nin ear gs |
Net fit/ (los s) pro |
al Tot |
|
| Bal 1 J 20 15 s at anc e a anu ary |
2,0 00, 000 ,00 0 |
(6,8 ) 57, 332 |
196 ,26 0,3 90 |
176 ,99 0,8 99 |
- | 583 ,58 9,4 90 |
760 ,58 0,3 89 |
959 ,02 4,0 34 |
3,9 09, 007 ,48 1 |
| Tot al c hen siv e in e fo r th erio d om pre com e p |
- | - | - | 76, 085 ,56 7 |
- | - | 76, 085 ,56 7 |
49, 077 ,39 3 |
125 ,16 2,9 60 |
| Ap pria tio f pr ofit of 201 4: pro n o |
|||||||||
| nsf o le gal and ed Tra ain nin er t ret res erv es ear gs |
- | - | 47, 951 ,20 2 |
- | - | 838 ,07 2,8 32 |
838 ,07 2,8 32 |
(88 ) 6,0 24, 034 |
- |
| Div ide nds dis trib d ute |
- | - | - | - | - | 5,2 15 |
5,2 15 |
(73 00) ,00 0,0 |
(72 85) ,99 4,7 |
| cha of t y sh Pur se rea sur are s |
- | (13 01) 9,4 |
- | - | - | - | - | - | (13 01) 9,4 |
| Sal f tr sh e o eas ury are s |
- | 5,9 12, 942 |
- | - | - | 241 ,60 1 |
241 ,60 1 |
- | 6,1 54, 543 |
| Sha re b d p ent ase aym s |
- | 1,0 83, 791 |
- | - | - | (77 52) 4,6 |
(77 52) 4,6 |
- | 309 ,13 9 |
| Bal 30 Jun e 2 015 s at anc e a |
2,0 00, 000 ,00 0 |
- | 244 ,21 1,5 92 |
253 ,07 6,4 66 |
- | 1,4 21, 134 ,48 6 |
1,6 74, 210 ,95 2 |
49, 077 ,39 3 |
3,9 67, 499 ,93 7 |
| Bal 1 J 20 16 s at anc e a anu ary |
2,0 00, 000 ,00 0 |
- | 244 ,21 1,5 92 |
260 ,22 3,7 88 |
- | 1,34 4,3 93, 827 |
1,6 04, 617 ,61 5 |
(27 ) 9,6 72, 410 |
3,5 69, 156 ,79 7 |
| al c hen e fo r th d Tot siv e in erio om pre com e p |
- | - | - | 45, 061 ,12 3 |
- | - | 45, 061 ,12 3 |
32, 498 ,35 1 |
77, 559 ,47 4 |
| Ap pria tio f pr ofit of 201 5: pro n o |
|||||||||
| nsf ed Tra tain nin er t o re ear gs |
- | - | - | - | - | (27 ) 9,6 72, 410 |
(27 ) 9,6 72, 410 |
279 ,67 2,4 10 |
- |
| Ob liga tio n fu lfill ed by a th ird ty par |
- | (1,1 18, 141 ) |
- | - | - | - | - | - | (1,1 18, 141 ) |
| Sha ld u r th of the l Pe rfo nde An Bo e te res so rms nua rma nce nus |
|||||||||
| Pla nd diu ive Pla Me m T Inc ent n a erm ns |
- | 1,1 18, 141 |
- | - | - | (20 67) 7,4 |
(20 67) 7,4 |
- | 910 ,67 4 |
| Sha re b d p ent ase aym s |
- | - | - | - | - | (14 49) 2,1 |
(14 49) 2,1 |
- | (14 49) 2,1 |
| Bal s at 30 Jun e 2 016 anc e a |
2,0 00, 000 ,00 0 |
- | 244 ,21 1,5 92 |
305 ,28 4,9 11 |
- | 1,0 64, 371 ,80 1 |
1,3 69, 656 ,71 2 |
32, 498 ,35 1 |
3,6 46, 366 ,65 5 |
The accompanying notes are part of these condensed individual financial statements.
(Transla?on of the condensed financial statements originally issued in Portuguese.In case of discrepancy the Portuguese version prevails) (Amounts expressed in euro)
| Notes | nd Quarter 2016 2 |
2nd Quarter 2015 | 30.June.2016 | 30.June.2015 | |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES | |||||
| Net cash flow from operating activities (1) | (865,650) | (3,983,447) | (1,689,783) | (2,390,278) | |
| INVESTMENT ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Investments | - | - | - | 1,815,901,002 | |
| Tangible and intangible assets | 584 | 2 | 584 | 2 | |
| Interest and similar income | 535,627 | 562,042 | 1,601,874 | 3,860,010 | |
| Dividends | 29,304,807 | 3,702,683 | 29,304,807 | 3,702,683 | |
| Loans granted | 517,821,000 | 748,648,000 | 1,077,231,939 | 1,617,266,900 | |
| 547,662,018 | 752,912,727 | 1,108,139,204 | 3,440,730,597 | ||
| Cash Payments arising from: | |||||
| Tangible and intangible assets | (4,085) | (1,080) | (4,085) | (1,080) | |
| Loans granted | (517,821,000) | (748,567,000) | (1,077,231,939) | (3,317,613,788) | |
| (517,825,085) | (748,568,080) | (1,077,236,024) | (3,317,614,868) | ||
| Net cash used in investment activities (2) | 29,836,933 | 4,344,647 | 30,903,180 | 123,115,729 | |
| FINANCING ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 1,567,641,000 | 891,599,286 | 3,030,806,007 | 1,186,641,286 | |
| Sale of own shares | - | 4,072,868 | - | 4,072,868 | |
| Others | 382 | - | 5,998 | - | |
| 1,567,641,382 | 895,672,154 | 3,030,812,005 | 1,190,714,154 | ||
| Cash Payments arising from: | |||||
| Loans obtained | (1,591,109,286) | (1,022,790,000) | (3,049,116,293) | (1,507,167,370) | |
| Interest and similar charges | (6,483,053) | (16,237,723) | (10,783,700) | (28,876,065) | |
| Dividends | - | (72,978,350) | - | (72,978,350) | |
| Purchase of treasury shares | - | - | - | (139,401) | |
| (1,597,592,339) | (1,112,006,073) | (3,059,899,993) | (1,609,161,186) | ||
| Net cash used in financing activities (3) | (29,950,957) | (216,333,919) | (29,087,988) | (418,447,032) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | (979,674) | (215,972,719) | 125,409 | (297,721,581) | |
| Cash and cash equivalents at the beginning of the period | 1,495,584 | 210,672,261 | 390,501 | 292,421,123 | |
| Cash and cash equivalents at the end of the period | 8 | 515,910 | (5,300,458) | 515,910 | (5,300,458) |
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 2015.
4 INVESTMENTS IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
| 30.June.2016 | |||||||
|---|---|---|---|---|---|---|---|
| Companies | % Held | Opening balance | Increase | Decrease | Changes in fair value |
Impairment loss recognized during the period |
Closing balance |
| Interlog, SGPS, SA | 1.02% | 106,686 | - | - | - | - | 106,686 |
| Sonae Investimentos, SGPS, SA (a) | 25.03% | 637,971,655 | - | - | - | - | 637,971,655 |
| Sonae Investments, BV | 100.00% | 803,200,000 | - | - | - | - | 803,200,000 |
| Sonae RE, SA | 99.92% | 583,059 | - | - | - | - | 583,059 |
| Sonae Sierra SGPS, SA (b) | 50.00% | 589,893,500 | - | - | 32,059,500 | - | 621,953,000 |
| Sonaecom, SGPS, SA | 26.02% | 167,717,536 | - | - | 12,153,445 | - | 179,870,981 |
| Sonaegest, SA | 20.00% | 159,615 | - | - | - | - | 159,615 |
| Sonaecenter Serviços, SA | 100.00% | 1,496,231,545 | - | - | - | - | 1,496,231,545 |
| Sontel, BV | 35.87% | 240,141,099 | - | - | - | - | 240,141,099 |
| Total | 3,936,004,695 | - | - | 44,212,945 | - | 3,980,217,640 | |
| 31.December.2015 | |||||||
| Companies | % Held | Opening balance | Increase | Decrease | Changes in fair value |
Impairment loss recognized during the period |
Closing balance |
| Interlog, SGPS, SA | 1.02% | 106,686 | - | - | - | - | 106,686 |
| Sonae Investimentos, SGPS, SA (a) | 25.03% | 637,971,655 | - | - | - | - | 637,971,655 |
| Sonae Investments, BV | 100.00% | 803,200,000 | - | - | - | - | 803,200,000 |
| Sonae RE, SA | 99.92% | 583,059 | - | - | - | - | 583,059 |
| Sonae Sierra SGPS, SA (b) | 50.00% | 557,372,500 | - | - | 32,521,000 | - | 589,893,500 |
| Sonaecom, SGPS, SA | 26.02% | 117,483,298 | - | - | 50,234,238 | - | 167,717,536 |
| Sonaegest, SA | 20.00% | 159,615 | - | - | - | - | 159,615 |
| Sonaecenter Serviços, SA | 100.00% | 731,545 | 1,836,500,000 | - | - | (341,000,000) | 1,496,231,545 |
| Sontel, BV | 35.87% | 240,141,099 | - | - | - | - | 240,141,099 |
(a) The value of this investment is the price paid in the public tender offer for the de-listing occurred in 2006. Since that date no change in the value of the investment was recorded.
Total 2,357,749,457 1,836,500,000 - 82,755,238 (341,000,000) 3,936,004,695
(b) Market value was determined based on an independent valuation for the period of assets held by this affiliated company, after deduction of associated net debt and of the share attributable to non-controlling interests.
In previous years the company recorded impairment losses on the following investments: Sontel BV (165,500,000 euro), Sonae Investments, BV (32,500,000 euro), Sonae RE, SA (3,089,000 euro) and Sonaecenter Serviços, SA (341,000,000 euro).
As at 30 June 2016 and 31 December 2015 other investments are as follows:
| 30.June.2016 | |||||
|---|---|---|---|---|---|
| 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 | 29,564,649 | - | - | 848,179 | 30,412,828 |
| Total | 29,617,075 | - | - | 848,179 | 30,465,254 |
| 31.December.2015 | |||||
|---|---|---|---|---|---|
| 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 | 29,086,999 | - | - | 477,650 | 29,564,649 |
| Total | 29,139,425 | - | - | 477,650 | 29,617,075 |
As at 30 June 2016 and 31 December 2015 the amount recognized under this caption refers to a subordinate bond loan, repayable in 10 years issued by Sonae Investimentos, SGPS, SA 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.
As at 30 June 2016 and 31 December 2015, the Company held 6,948 bonds.
The fair value of these bonds as at 30 June 2016 is 52,118 euro (56,404 euro as at 31 December 2015) per bond, having been determined based on the discounted cash flow method and using as reference market values. There is no evidence of impairment on this loan.
As at 30 June 2016 and 31 December 2015 trade accounts receivable and other current assets are detailed as follows:
| 30.June.2016 | 31.December.2015 | |
|---|---|---|
| Trade accounts receivable | 205,359 | 500,159 |
| Group companies | ||
| Dividends | 11,123,853 | 12,192,750 |
| Interests | - | 709,630 |
| Taxes - Special regime for taxation of groups of companies | 71,268,686 | 31,251,889 |
| Taxes and contributions receivable | 19,148,078 | 25,714,649 |
| Accrued income and prepayments | 15,665,178 | 2,166,828 |
| Others | 244,976 | 310,081 |
| Total | 117,656,130 | 72,845,986 |
The amount recorded in the caption taxes-special regime for taxation of groups corresponds to the tax estimate calculated by the companies taxed under the Special Regime for Taxation of Corporate Groups, of which the Company is the dominant company.
The caption "Accrued income and prepayments" mainly includes receivables relating to interests from loans granted to group companies.
Loans granted to group companies return interest at variable market rates indexed to Euribor and have a maturity of less than one year.
| 30.June.2016 | 31.December.2015 | |
|---|---|---|
| Cash at hand | 1,837 | 1,086 |
| Bank deposits | 514,849 | 389,415 |
| Cash and cash equivalents on the balance sheet | 516,686 | 390,501 |
| Bank overdrafts Cash and cash equivalents on the cash flow |
(776) | - |
| statement | 515,910 | 390,501 |
As at 30 June 2016 and 31 December 2015 share capital consisted of 2,000,000,000 ordinary shares of 1 euro each.
| 30.June.2016 | 31.December.2015 | |
|---|---|---|
| Bonds Sonae, SGPS 2014/2018 | - | 60,000,000 |
| Bonds Sonae, SGPS 2014/2020 | 50,000,000 | 50,000,000 |
| Bonds Sonae, SGPS 2015/2022 | 100,000,000 | 100,000,000 |
| Bonds Sonae, SGPS 2016/2023 | 60,000,000 | - |
| Up-front fees not yet charged to income statement | (2,905,520) | (2,593,558) |
| Bonds | 207,094,480 | 207,406,442 |
| Sonae SGPS - Commercial paper | 150,000,000 | 180,000,000 |
| Bank loans | 150,000,000 | 180,000,000 |
| Non-current loans | 357,094,480 | 387,406,442 |
| Bank overdrafts | 776 | - |
| Sonae SGPS - Commercial paper | 154,500,000 | 159,300,000 |
| Bank loans | 154,500,776 | 159,300,000 |
| Current loans | 154,500,776 | 159,300,000 |
Under lines of credit and commercial paper programs with firm commitments, Sonae, SGPS had 77 million euro credit facilities available to meet its liquidity requirements as follows:
| Commitments of | Commitments of | |
|---|---|---|
| less than one year | more than one | |
| year | ||
| Agreed credit facilities amounts | 146,500,000 | 215,000,000 |
| Available credit facilities amounts | 12,000,000 | 65,000,000 |
The interest rate as at 30 June 2016 of the bonds and bank loans was, in average, 1.35% (1.76% as at 31 December 2015).
As at 30 June 2016 and 31 December 2015 the analysis of maturity of loans excluding the derived instruments having in consideration its nominal value is as follows:
| 30.June.2016 | 31.December.2015 | |
|---|---|---|
| N+1 | 154,500,776 | 159,300,000 |
| N+2 | 35,000,000 | 35,000,000 |
| N+3 | 70,000,000 | 80,000,000 |
| N+4 | - | 70,000,000 |
| N+5 | 95,000,000 | 60,000,000 |
| after N+5 | 160,000,000 | 145,000,000 |
| 30.June.2016 | 31.December.2015 | |
|---|---|---|
| Trade creditors | 323,162 | 403,764 |
| Group companies | ||
| Loans | 217,818,161 | 201,328,447 |
| Taxes - Special regime for taxation of groups of companies | 83,986,538 | 42,710,114 |
| Taxes and contributions payable | 14,072,029 | 20,205,511 |
| Accrued expenses | 2,050,000 | 5,721,569 |
| Others | 122,430 | 118,009 |
| Total | 318,372,320 | 270,487,414 |
As at 30 June 2016 and 31 December 2015, contingent liabilities are detailed as follows:
| 30.June.2016 | 31.December.2015 | ||
|---|---|---|---|
| Guarantees given: | |||
| on tax claims | 143,672,470 | 128,624,001 | |
| on judicial claims | 70,766 | 70,766 | |
| Guarantees given in favour of subsidiaries | a) | 386,112,500 | 359,213,603 |
(a) Guarantees given to Tax Authorities in favour of subsidiaries to defer tax claims. The main tax claims for which guarantees were issued are disclosed in consolidated financial statements.
Balances and transactions with related parties are detailed as follows:
| Balance | 30.June.2016 | 31.December.2015 |
|---|---|---|
| Group companies | 97,815,369 | 34,281,214 |
| Jointly controlled companies | 310,134 | 12,398,109 |
| Other partners in group companies | 50,000 | 98,000 |
| Accounts receivable | 98,175,503 | 46,777,323 |
| Parent company | 319,714 | 611,470 |
| Group companies | 84,460,019 | 45,526,331 |
| Other partners in group companies | 8,898 | 13,588 |
| Accounts payable | 84,788,632 | 46,151,389 |
| Group companies | 347,400,000 | 347,400,000 |
| Loans granted | 347,400,000 | 347,400,000 |
| Group companies | 217,818,161 | 201,328,447 |
| Loans obtained | 217,818,161 | 201,328,447 |
| Transactions | 30.June.2016 | 30.June.2015 |
|---|---|---|
| Group companies | 1,277,495 | 1,057,306 |
| Jointly controlled companies | 104,775 | 267 |
| Other partners in group companies | 50,000 | 158,868 |
| Services rendered and other income | 1,432,270 | 1,216,441 |
| Parent company | 344,945 | 433,670 |
| Group companies | 688,036 | 625,816 |
| Jointly controlled companies | - | 56,469 |
| Other partners in group companies | 21,477 | 8,540 |
| Purchases and services obtained | 1,054,458 | 1,124,495 |
| Group companies | 14,942,634 | 52,623,050 |
| Interest income | 14,942,634 | 52,623,050 |
| Parent company | 56,341 | - |
| Group companies | 1,990,501 | 4,484,052 |
| Interest expenses | 2,046,842 | 4,484,052 |
| Group companies | 15,880,590 | 14,826,535 |
| Jointly controlled companies | 12,355,320 | 12,192,750 |
| Dividend income (Note 14) | 28,235,910 | 27,019,285 |
| Group companies | - | 3,070,964 |
| Jointly controlled companies | - | 946,797 |
| Other partners in group companies | - | 55,107 |
| Sale of treasury shares | - | 4,072,868 |
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 June 2016 and 2015, investment income can be detailed as follows:
| 30.June.2016 | 30.June.2015 | |
|---|---|---|
| Dividends | 28,235,910 | 27,019,285 |
| Gains / (losses) on investments | 382 | - |
| 28,236,292 | 27,019,285 |
Dividends were distributed from Sonae Investimentos, SGPS, SA (11,123,853 euro), Sonaegest, SA (57,405 euro), Sonae Sierra, SGPS, SA (12,355,320 euro) and Sonaecom, SGPS, SA (4,699,332 euro).
| 30.June.2016 | 30.June.2015 | |
|---|---|---|
| Net profit Net profit taken into consideration to calculate basic earnings per share (Net profit for the period) |
32,498,351 | 49,077,393 |
| Effect of dilutive potential shares | - | - |
| Interests related to convertible bonds (net of tax) Net profit taken into consideration to calculate diluted earnings per share: |
- 32,498,351 |
- 49,077,393 |
| Number of shares Weighted average number of shares used to calculate basic earnings |
1,999,792,831 | 1,989,939,564 |
| Effect of dilutive potential ordinary shares from convertible bonds | - | - |
| Outstanting shares related with deferred performance bonus | 1,324,728 | 1,531,948 |
| Number of shares that could be acquired at average market price Weighted average number of shares used to calculate diluted earnings per share |
(728,353) 2,000,389,206 |
(696,441) 1,990,775,071 |
| Profit/(Loss) per share Basic Diluted |
0.016251 0.016246 |
0.024663 0.024652 |
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 17 August 2016.
Decree-Law nr 318/94 art 5 nr 4
During the period ended 30 June 2016 short-term loan contracts were entered into with the following companies:
Efanor Investimentos, SGPS, SA
Sonae Investimentos, SGPS, SA
Sonae RE, SA
Sonaecom, SGPS, SA
Sontel, BV
As at 30 June 2016 amounts owed to subsidiaries can be summarized as follows:
| Closing Balance | |
|---|---|
| Sonaecenter Serviços, SA | 608,161 |
| Sonae RE, SA | 1,644,000 |
| Sontel, BV | 215,566,000 |
| Total | 217,818,161 |
The Board of Directors
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
Andrew Eustace Clavering Campbell
Christine Cross
Marcelo Faria de Lima
Margaret Lorraine Trainer
Tsega Gebreyes
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 forwardlooking 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 Communications, 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 22 948 7522
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 SON PL
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