Interim / Quarterly Report • Sep 1, 2014
Interim / Quarterly Report
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The consolidated financial information disclosed in this report is based on unaudited financial statements, prepared in accordance with the International Financial Reporting Standards (IAS/IFRS), issued by the International Accounting Standards Board (IASB), as adopted by the European Union.
Table of contents
| 1. | Sonaecom Consolidated Results | 4 |
|---|---|---|
| 1.1 | NOS | 5 |
| 1.1.1 | Financial indicators | 5 |
| 1.1.2 | Market performance | 5 |
| 1.2 | Software and Systems Information (SSI) | 6 |
| 1.2.1 | Operating indicators | 6 |
| 1.2.2 | Financial indicators | 7 |
| 2. | Sonaecom SGPS individual results | 8 |
| 2.1 | Operational data | 8 |
| 2.2 | Financial data | 9 |
| 3. | Main Corporate Developments in 2Q14 | 10 |
| 4. | Subsequent events | 11 |
| 5. | Other Indicators | 12 |
| 5.1 | Sonaecom consolidated income statement | 12 |
| 5.2 | Sonaecom consolidated balance sheet | 13 |
| 5.3 | Sonaecom consolidated levered FCF | 13 |
| 6. | Corporate Governance | 14 |
| 7. | Article 447, 448 and Qualified Holdings | 15 |
| 8. | Declaration for the purpose of Article 245 of CVM (Portuguese Securities Code) | 19 |
| 9. | Financial Information | 20 |
| 9.1 | Sonaecom Consolidated Financial Statements | 20 |
| 9.2 | Notes to Consolidated Financial Statements | 28 |
| 9.3 | Sonaecom Individual Financial Statements | 89 |
| 9.4 | Notes to Individual Financial Statements | 96 |
Until 26 August 2013, Optimus SGPS, S.A. (Optimus) was fully owned by Sonaecom, SGPS, S.A. (Sonaecom). Following the completion of the merger between Optimus and Zon - Serviços de Telecomunicações e Multimédia, SGPS, S.A. (Zon), Sonaecom has held, since 27 August 2013, a 50% stake in ZOPT, SGPS, S.A., (ZOPT), which in turn holds a 50.01% shareholding in NOS, SGPS, S.A. (NOS, previously Zon Optimus, SGPS,S.A.).
Additionally, Sonaecom also had, until 25 February 2014, a direct holding of 7.28% in the capital of NOS. Since that date, following the tender offer for the general and voluntary acquisition of treasury shares launched by Sonaecom, the C direct participation in NOS was reduced to 2.14%.
SI) and Público, which are fully consolidated and some Media businesses which are consolidated through equity method.
Sonaecom adjusted the 2013 profit and loss statements on a pro forma basis, assuming that the ZON OPTIMUS merger occurred on 1January 2013, with some consolidation effects in our co-controlled vehicle company. This criterion, besides assuring an easier and fairer comparability between 2013 and 2014 results, is in line with the current pro forma reporting method adopted by NOS, and market expectations.
_________________________________________________________________________________________________
Additionally, the direct holding in NOS
Consolidated turnover in 1H14 reached 65.6 million euros, increasing 0.3% when compared to 1H13. This rise was fuelled by an increase of 17.6% in product sales, which more than offset the decrease of 4.9% in service revenues, to 47.7 million euros.However, it is important to note the 5.7% increase in Service Revenues from 1Q14 to 2Q14.
Operating costs amounted to 63.2 million euros, 3.1% above the same period of 2013. The level of personnel costs increased 2.7%between the two periodsmainly driven by the headcount. Commercial costs grew 23.4%, to 16.6million euros, driven by SSI increase in cost of goods sold, aligned with product sales evolution. As for other operating costs, the decline is mainly explained by lower level of provisions and G&A costs.
Total EBITDA stood at 12.1million euros, down 38.4% when compared to 1H13, primarily as a result of equity results line, mostly impacted by ZOPT contribution, which in turn is linked to NOS net income. On what concerns the underlying EBITDA evolution, it stood at 3.1 million euros, 36.1% down versus the 1H13. The underlying EBITDA margin reached 4.8%, a value that compares with 7.5% in 1H13. This evolution is mainly driven by the higher weight of equipment sales which generates lower margins.
EBIT decreased 47.8% y.o.y. to 8.7 million euros mainly explained by both a higher level of depreciation and amortization (D&A) and a lower EBITDA.
Net financial results stood negative at 6.3 million euros in 1H14, with the adjustment of NOS fair value, based on market price, contributing with a negative 7.9 million euros, despite the 1.3 million euros of dividends received from the 2.14% direct stake on NOS.
decreased 19.9 million euros to 2.3 million euros.
Net results, group share, stood at 2.6 million euros, which compares with 20.3 million euros in 1H13.
decreased from 3.0million euros to 2.9million euros, reflecting the operating CAPEX trend at SSI division.
Gross debt totalled 17.6million euros, versus 381.7 million euros in 1H13.Net debt reached a very comfortable negative 157.0 million euros a positive cash position. In 1H13, net debt totalled 265.4 million euros, a significantly higher level, primarily because it included Optimus subsidiary.
| TOTAL RGUs | CONVERGENT RGUs | % 3P & 4P Subscribers | IRIS Subscribers |
|---|---|---|---|
| 7,295.6 thousands | 1,007.7 thousands | 69.2% | 561.3 thousands |
| Million euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| NOS PRO-FORMA HIGHLIGHTS | 2Q13 | 2Q14 | 1Q14 | q.o.q. | 1H13 | 1H14 | ||
| Operating Revenues | 357.1 | 345.0 | -3.4% | 337.3 | 2.3% | 708.9 | 682.3 | -3.8% |
| EBITDA | 140.3 | 133.6 | -4.8% | 129.9 | 2.9% | 278.3 | 263.5 | -5.3% |
| EBITDA margin (%) | 39.3% | 38.7% | -0.6pp | 38.5% | 0.2pp | 39.3% | 38.6% | -0.6pp |
| Net Income | 30.6 | 18.4 | -39.8% | 25.3 | -27.1% | 58.1 | 43.7 | -24.8% |
| CAPEX | 66.7 | 88.6 | 33.0% | 56.7 | 56.4% | 127.2 | 145.3 | 14.2% |
| EBITDA-CAPEX | 73.7 | 45.0 | -38.9% | 73.2 | -38.5% | 151.1 | 118.2 | -21.8% |
| RECURRENT CAPEX | 65.6 | 71.8 | 9.5% | 52.7 | 36.2% | 124.2 | 124.6 | 0.3% |
| EBITDA-RECURRENT CAPEX | 74.7 | 61.8 | -17.3% | 77.1 | -19.9% | 154.2 | 138.9 | -9.9% |
NOS operating revenues stood at 682.3 million euros in 1H14, decreasing 3.8% y.o.y..
EBITDA reached 263.5 million euros, decreasing 5.3% when compared to 1H13.
Recurrent CAPEX stood stable y.o.y., reaching 124.6 million euros in 1H14. As a consequence of EBITDA evolution, EBITDA-Recurrent CAPEX decreased 9.9%.
Net Financial Debt to EBITDA stood at 1.9x at the end of 1H14.
The average maturity of its Net Financial Debt is now 2.1 years.
NOS published its 1H14 results on 30 th July, 2014, which are available at www.nos.pt.
Subsequent to the merger between Optimus and ZON (currently NOS), and since the day in which new shares issued were listed, on 9September 2013, and until 30 June 12.4%, corresponding to a to 4.80. The PSI20, the main Portuguese index, grew its market capitalisation 14.1% in the same period.
Having achieved consistent growth since its launch at the end of 2002 by following a dynamic approach to port focused on international expansion.
WeDo Technologies, a worldwide market leader in enterprise business assurance market, continued to expand its international footprint. The C from the retail, energy and finance industries, as well as more than 180 telecommunications operators from more than 90 countries, ended the 1H14 with international revenues representing 75% of its turnover. Continuously focused in the improvement of its services and software products, WeDo Technologies announced in February 2014 the successful release of the fraud management software suite, RAID:FMS 7, a new release that enables service providers to handle risk threats associated with new products and services in a single platform.
Also, it should be highlighted that during 2014, the company has won new customers in Pakistan, Morocco, Bahrain, Oman, Switzerland, Hungary, Germany, Mexico (a major retailer), Madagascar, Bangladesh, Malaysia and Portugal (an energy company) which assurance market, both in Portugal and abroad.
The 1H14 was also marked by another successful edition of attendees and 18 customer speakers, industry experts and peers.
Saphety continues to strengthen its position in purchase-to-pay solutions, optimisation of business processes and data synchronization information a base has now over 8,100 customers and 100,000 users in about 20 countries worldwide. During the 1H14, Saphety has won 4 new contracts including Wal-Mart in México, the largest retailer and public corporation in the world, GS1 Greece and GS1 Mexico, two important players for synchronization solutions, and Yazaki in important to note that external markets represented 35% of total orders.
Mainroad has an extensive offer portfolio, which includes IT Outsourcing, Information Security Solutions, Data Center Services, Cloud Computing Solutions, IT Service Management Solutions and SAP & Database Management. Mainroad focused on its Information Security Solutions offer, creating a new Security Services than 130 customers in 85 countries, has alr orders, which improved circa 33 Data Centers in Lisbon and Oporto, there was a technological investment to implement better energy efficient solutions and expand
On what concerns Bizdirect, in 2Q14,theCompetence Center launched in Viseu during the 1Q14 counted with its first customers. This center was created to respond to the growing demand for projects in the areas of CRM (Customer Relationship Management) and ECM (Enterprise Content Management), investing in the training of professionals and focusing in the international market. The investment in IT hardware and software has been registering some improvements, which enabled Bizdirect to increase its turnover by 24.4% in 1H14 when compared to same period of 2013.
| MAIN OPERATING KPI's | 2Q13 | 2Q14 | 14/13 | 1Q14 | q.o.q. | 1H13 | 1H14 | 14/13 |
|---|---|---|---|---|---|---|---|---|
| IT Service Revenues/Employee(1) ('000 euros) | 36.5 | 33.5 | -8.2% | 33.5 | 0.1% | 72.4 | 67.0 | -7.5% |
| Equipment Sales as % Turnover | 20.7% | 24.6% | 3.9pp | 20.0% | 4.6pp | 18.6% | 22.5% | 3.9pp |
| Equipment Sales/Employee(2) ('000 euros) | 188.1 | 327.8 | 74.3% | 151.7 | 116.1% | 328.2 | 440.7 | 34.3% |
| EBITDA/Employee ( '000 euros) | 5.0 | 3.7 | -25.5% | 4.5 | -18.5% | 10.3 | 8.2 | -20.0% |
| Employees | 664 | 712 | 7.2% | 687 | 3.6% | 664 | 712 | 7.2% |
(1) Excluding employees dedicated to Equipment Sales; (2)Bizdirect.
IT service revenues per employee reached 67.0thousand euros in 1H14, 7.5% below 1H13, driven by the 7.2% headcount increase effect. The EBITDA per employee reached 8.2 thousand euros, less 20.0% y.o.y, driven by the EBITDA evolution, coupled with the higher headcount level.
Equipment sales as percentage of turnover increased y.o.y. from 18.6% to 22.5 equipment sales.
| 1.2.2 Financial indicators | ||||||||
|---|---|---|---|---|---|---|---|---|
| Million euros | ||||||||
| SSI CONSOLIDATED INCOME STATEMENT | 2Q13 | 2Q14 | 1 4/1 3 |
1Q14 | q.o.q. | 1H13 | 1H14 | 1 4/1 3 |
| Turnover | 29.1 | 30.6 | 5.3% | 27.3 | 12.4% | 55.6 | 57.9 | 4.1% |
| Service Revenues | 23.1 | 23.1 | 0.1% | 21.8 | 5.9% | 45.3 | 44.9 | -0.8% |
| Equipment Sales | 6.0 | 7.5 | 25.2% | 5.5 | 38.1% | 10.3 | 13.0 | 25.7% |
| Other Revenues | 0.2 | 0.0 | -81.7% | 0.2 | -78.0% | 0.5 | 0.3 | -49.4% |
| Operating Costs | 26.0 | 28.0 | 7.7% | 24.3 | 15.2% | 49.4 | 52.4 | 6.1% |
| Personnel Costs | 8.6 | 8.8 | 2.6% | 8.8 | 0.8% | 17.6 | 17.6 | 0.3% |
| Commercial Costs(1) | 6.2 | 8.3 | 34.6% | 5.6 | 47.5% | 10.7 | 14.0 | 30.2% |
| Other Operating Costs(2) | 11.2 | 10.9 | -3.3% | 9.9 | 9.5% | 21.1 | 20.8 | -1.3% |
| EBITDA | 3.3 | 2.6 | -20.1% | 3.1 | -15.6% | 6.7 | 5.7 | -14.8% |
| EBITDA Margin (%) | 11.3% | 8.6% | -2.7pp | 11.4% | -2.8pp | 12.1% | 9.9% | -2.2pp |
| Operating CAPEX(3) | 1.8 | 1.2 | -31.5% | 1.5 | -16.0% | 2.8 | 2.7 | -4.0% |
| Operating CAPEX as % of Turnover | 6.1% | 4.0% | -2.1pp | 5.3% | -1.3pp | 5.0% | 4.6% | -0.4pp |
| EBITDA - Operating CAPEX | 1.5 | 1.4 | -6.7% | 1.7 | -15.2% | 4.0 | 3.1 | -22.3% |
| Total CAPEX | 1.8 | 1.2 | -31.6% | 1.5 | -16.0% | 3.2 | 2.7 | -16.5% |
(1) Commercial Costs =COGS + Mktg & Sales; (2)OtherOperating Costs =Outsourcing Services + G&A+ Provisions + others; (3)Operating CAPEXexcludes Financial Investments.
Turnover continued to benefit from the international expansion of SSI companies, growing 4.1% y.o.y., to 57.9 million euros. However, it should be noted that Service Revenues decreased0.8% to 44.9 million euros, whilst Equipment sales increased by 25.7% between 1H13 and 1H14, to 13.0 million euros. The IT infrastructure market, where Bizdirect is positioned, has been giving signs of recovery in 2014. It should be noted that Service Revenues increased 5.9% from 1Q14 to 2Q14.
Operating costs increased 6.1% between 1H13 and 1H14, reaching 52.4 million euros, impacted mostly by higher commercial costs. Commercial costs increased 30.2% when compared to 1H13, to 14.0 million euros, driven by higher a cost of goods sold, aligned with the higher level of equipment sales. Other operating costs decreased 1.3% in 1H14, to 20.8 million euros, mainly due to lower level of provisions and G&A costs.
When it comes to operating profitability, as the higher turnover level comes from equipment sales, which generates lower margins, it was not sufficient to offset the increase in operating costs, decreasing the EBITDA 14.8%, to 5.7 million euros.
As a result, the EBITDA margin stood at 9.9% in 1H14, decreasing 2.2 p.p..
EBITDA-operating CAPEX stood at 3.1million euros, decreasing 22.3% when compared to 1H13, fully explained by the lower level of EBITDA.
Sonaecom SGPS individual results for the semesters ended 30 June 2014 and 2013 are summarised as follows:
| Million euros | 2013 | 2014 | Difference | % |
|---|---|---|---|---|
| Service Revenues | 1.8 | 0.2 | (1.6) | -91% |
| Operating Costs (1) | (2.3) | (1.4) | 0.9 | -41% |
| EBITDA | (0.6) | (1.1) | (0.6) | 93% |
| EBIT | (0.6) | (1.2) | (0.5) | 84% |
| Dividend Received | 24.7 | 1.3 | (23.4) | - |
| Net Financial Activity | 6.3 | 1.2 | (5.1) | -81% |
| Other Financial Results | (2.6) | (7.3) | (4.7) | 182% |
| EBT | 27.6 | (6.0) | (33.5) | -122% |
| Net Income | 27.0 | (5.9) | (33.0) | -122% |
(1) Excludes Amortization, Depreciation and Provisions
This line totalled 0.2million euros, which compares to 1.8 million in 1H13. It essentially comprises management services provided to its subsidiaries and the decrease was driven by the reduction of services rendered to Optimus, SGPS, SA after the merger with Zon (occurred on August 27th, 2013).
Total operating costs exclude depreciation, amortisation charges and provisions. This line amounted to 1.4 million euros, which compares with 2.3 million euros in 1H13.
EBITDA was negative 1.1 million euros (negative 0.6 million in 1H13) and the evolution versus last year was mainly driven by the lower level Revenues.
In 1H14, Sonaecom SGPS, SA received 1.3 million of dividends from NOS direct stake, whilst in 1H13 Sonaecom received 24.7 million euros from Optimus, SGPS, SA.
The net financial activity (interest income less interest expenses) was positive by 1.2 million euros, below the level recorded in 1H13 mainly driven by the lower level of loans placed at subsidiaries.
Other financial results were a negative 7.3 million euros, almost entirely driven by market value adjustments related to the direct stake on NOS SGPS, SA (shares recorded at fair value through profit and loss).
Net results for the semester were negative by 5.9 million euros, mainly driven by the market value adjustments.
The following table summarises the major cash movements during the first half of 2014:
| Changes in Sonaecom SGPS Liquidity | million euros |
|---|---|
| Sonaecom SGPS stand-alone liquidity as at 31 December 2013 | 185.9 |
| Cash and Bank | 26.3 |
| Treasury Applications | 159.7 |
| Bank | 156.5 |
| Subsidiaries | 3.2 |
| Changes in Nominal Gross Debt | (29.9) |
| External Debt | (20.0) |
| Treasury applications from subsidiaries | (9.9) |
| Shareholder Loans granted | (2.5) |
| Free Cash Flow | 15.6 |
| Interest paid | (2.7) |
| Interest received | 5.5 |
| Disposals of Investments (net of acquisitions) | 10.9 |
| Dividend received | 1.3 |
| Operational Free Cash Flow and others | 0.5 |
| Sonaecom SGPS stand-alone liquidity as at 30 June 2014 | 174.1 |
| Cash and Bank | 0.1 |
| Treasury Applications | 174.0 |
| Bank | 169.9 |
| Subsidiaries | 4.1 |
| * Net of transfers to Supplementary Capital |
During 1H14 -alone liquidity decreased 11.8 million euros to 174.1 million euros due to the following movements:
However:
At the end of June 2014, Sonaecom SGPS net debt was negative by 162.3 million euros, comprising:
pprove all the proposals of the agenda, namely:
year ended 31 December 2013;
Decide on the proposed appropriation of the Net Results for year ended 31 December 2013;
Assess the management and audit of the Company;
Discuss and approve the document setting out the proposed remuneration policy to be applied to the Com Committee;
Authorise the purchase and sale of own shares up to the limit of 10%, as permitted by Portuguese Company Law;
Authorise both purchasing or holding of shares of the Company by affiliated companies, under the terms of Article 325-B of Portuguese Company Law.
ce Ângelo Gabriel Ribeirinho dos Santos Paupério , Maria Cláudia Teixeira de Azevedo and António Bernardo Aranha da Gama Lobo Xavier.
Sonae-SGPS, S.A. informed Sonaecom on several acquisitions, from 24 February to 5 May 2014, of shares representing the share capital and voting rights of Sonaecom. After the completion of these transactions, Sonae is the direct holder of 80,822,964 shares of Sonaecom, being the 194.063.119 voting rights corresponding to the shares held by its subsidiary Sonae Investiments, B.V. also attributable to it.
Sonae-SGPS, S.A., from 14 to 17 July 2014, purchased 200,000 shares representing the share capital and voting rights of Sonaecom. After the completion of these transactions, Sonae is the direct holder of 81,022,964 shares of Sonaecom.
On July, 18th, Sonaecom acquired a 60% share capital stake on S21Sec, one more bet in the growing IT Security market.
S21Sec is a multinational, with headquarters in Madrid, specialized in Cyber Security services and technologies -value digital assets: data, operations and corporate image. With own products/platforms the company acts witha special focus on antifraud and ecrime in various segments like government, energy and other critical infrastructures, financial entities and telecommunications.
| 2Q13(R) 1H13(R) CONSOLIDATED INCOME STATEMENT 2Q14 1Q14 1H14 q.o.q. Turnover 34.4 34.5 31.1 65.4 65.6 0.2% 10.8% Service Revenues 25.7 24.5 23.2 50.2 47.7 -4.5% 5.7% Product Sales 8.7 10.0 7.9 15.2 17.9 14.1% 26.0% Other Revenues 0.5 0.4 0.3 0.8 0.7 -14.9% 15.2% Operating Costs 32.1 33.5 29.7 61.3 63.2 4.3% 12.8% Personnel Costs 11.1 11.5 11.6 22.5 23.1 2.8% -1.3% Commercial Costs(1) 7.8 9.7 6.9 13.4 16.6 24.5% 40.0% Other Operating Costs(2) 13.2 12.4 11.2 25.4 23.6 -6.4% 10.6% EBITDA 10.5 5.3 -49.2% 6.8 -21.8% 19.7 12.1 Underlying EBITDA(3) 2.8 1.4 1.7 4.9 3.1 -49.8% -20.8% Equity method(4) 7.7 3.9 -49.0% 5.0 -22.1% 14.8 9.0 Underlying EBITDA Margin (%) 8.0% 4.0% -4.0pp 5.6% -1.6pp 7.5% 4.8% -2.7pp Depreciation & Amortization 1.0 2.0 1.4 3.1 3.5 98.9% 43.1% EBIT 9.4 3.3 5.4 16.6 8.7 -65.2% -38.9% Net Financial Results 2.6 -8.5 - 2.2 - 5.6 -6.3 - Financial Income 6.1 0.3 2.9 12.7 3.2 -95.5% -90.4% Financial Expenses 3.5 8.8 0.7 7.1 9.5 150.4% - EBT 12.1 -5.3 7.6 22.2 2.3 - - Tax results -1.1 0.7 - -0.4 - -1.9 0.2 - Net Results 11.0 -4.6 7.2 20.3 2.6 - - Group Share 11.0 -4.6 7.2 20.3 2.6 - - 0.0 0.0 - - |
Million euros | |||||
|---|---|---|---|---|---|---|
| 0.3% -4.9% 17.6% -13.7% 3.1% 2.7% 23.4% -7.3% -38.4% -36.1% -39.2% 11.8% -47.8% -74.9% 33.9% -89.5% -87.4% -87.4% 13.6% |
||||||
| Attributable to Non-Controlling Interests | 0.0 | 0.0 | 0.0 |
(1) Commercial Costs = COGS + Mktg& Sales Costs; (2)OtherOperating Costs= Outsourcing Services + G&A + Provisions +others; (3)Includes the businesses fully consolidatedby Sonaecom; (4) Includes the 50% holding in Unipress,the 50% holding in Infosystems,the 45% holding in SIRS and the 50% holding in ZOPT; (R)The values were adjusted in orderto reflect, from 1January 2013, Sonaecomstructure following themerger betweenOptimus andZon.
| Million euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEET | 2Q13 | 2Q14 | 1Q14 | q.o.q. | 1H13 | 1H14 | ||
| Total Net Assets | 1,853.1 | 1,057.3 | -42.9% | 1,077.8 | -1.9% | 1,853.1 | 1,057.3 | -42.9% |
| Non Current Assets | 1,556.5 | 759.9 | -51.2% | 768.9 | -1.2% | 1,556.5 | 759.9 | -51.2% |
| Tangible and Intangible Assets | 939.5 | 21.7 | -97.7% | 22.4 | -2.9% | 939.5 | 21.7 | -97.7% |
| Goodwill | 518.4 | 28.6 | -94.5% | 28.4 | 0.5% | 518.4 | 28.6 | -94.5% |
| Investments | 1.3 | 703.6 | - | 713.0 | -1.3% | 1.3 | 703.6 | - |
| Deferred Tax Assets | 95.2 | 5.9 | -93.8% | 5.0 | 17.0% | 95.2 | 5.9 | -93.8% |
| Others | 2.1 | 0.0 | -97.9% | 0.0 | 0.2% | 2.1 | 0.0 | -97.9% |
| Current Assets | 296.6 | 297.5 | 0.3% | 308.9 | -3.7% | 296.6 | 297.5 | 0.3% |
| Trade Debtors | 150.8 | 42.3 | -72.0% | 35.9 | 17.8% | 150.8 | 42.3 | -72.0% |
| Liquidity | 18.2 | 174.6 | - | 184.5 | -5.4% | 18.2 | 174.6 | - |
| Others | 127.6 | 80.6 | -36.8% | 88.6 | -9.0% | 127.6 | 80.6 | -36.8% |
| Shareholders' Funds | 1,079.1 | 978.7 | -9.3% | 997.5 | -1.9% | 1,079.1 | 978.7 | -9.3% |
| Group Share | 1,078.7 | 978.5 | -9.3% | 997.3 | -1.9% | 1,078.7 | 978.5 | -9.3% |
| Non-Controlling Interests | 0.4 | 0.2 | -39.1% | 0.2 | 6.4% | 0.4 | 0.2 | -39.1% |
| Total Liabilities | 774.0 | 78.6 | -89.8% | 80.3 | -2.1% | 774.0 | 78.6 | -89.8% |
| Non Current Liabilities | 337.0 | 8.9 | -97.4% | 8.9 | 0.0% | 337.0 | 8.9 | -97.4% |
| Bank Loans | 246.0 | 4.4 | -98.2% | 4.9 | -10.1% | 246.0 | 4.4 | -98.2% |
| Provisions for Other Liabilities and Charges | 39.8 | 3.1 | -92.3% | 2.9 | 5.5% | 39.8 | 3.1 | -92.3% |
| Others | 51.2 | 1.4 | -97.2% | 1.1 | 29.2% | 51.2 | 1.4 | -97.2% |
| Current Liabilities | 437.0 | 69.7 | -84.0% | 71.4 | -2.4% | 437.0 | 69.7 | -84.0% |
| Loans | 139.1 | 12.7 | -90.9% | 21.3 | -40.4% | 139.1 | 12.7 | -90.9% |
| Trade Creditors | 146.2 | 24.8 | -83.0% | 19.2 | 29.5% | 146.2 | 24.8 | -83.0% |
| Others | 151.7 | 32.2 | -78.8% | 31.0 | 4.0% | 151.7 | 32.2 | -78.8% |
| Operating CAPEX(1) | 1.9 | 1.3 | -31.1% | 1.6 | -16.9% | 3.0 | 2.9 | -2.8% |
| Operating CAPEX as % of Turnover | 5.6% | 3.8% | -1.7pp | 5.1% | -1.3pp | 4.6% | 4.4% | -0.1pp |
| Total CAPEX | 1.9 | 4.3 | 122.5% | 4.2 | 2.3% | 3.4 | 8.4 | 146.4% |
| Underlying EBITDA - Operating CAPEX | 0.8 | 0.1 | -92.1% | 0.2 | -58.6% | 1.9 | 0.2 | -88.1% |
| Gross Debt | 381.7 | 17.6 | -95.4% | 26.7 | -34.2% | 381.7 | 17.6 | -95.4% |
| Net Debt | 265.4 | -157.0 | - | -157.7 | 0.5% | 265.4 | -157.0 | - |
(1) Operating CAPEX excludes Financial Investments.
| Million euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| LEVERED FREE CASH FLOW | 2Q13(R) | 2Q14 | 1Q14 | q.o.q. | 1H13(R) | 1H14 | ||
| Underlying EBITDA-Operating CAPEX | 0.8 | 0.1 | -92.1% | 0.2 | -58.6% | 1.9 | 0.2 | -88.1% |
| Change in WC | -0.2 | -3.3 | - | 0.3 | - | 2.0 | -3.1 | - |
| Non Cash Items & Other | 0.6 | 4.3 | - | 0.4 | - | 0.3 | 4.7 | - |
| Operating Cash Flow | 1.2 | 1.1 | -13.8% | 0.8 | 32.5% | 4.3 | 1.9 | -56.7% |
| Investments | -0.2 | -3.7 | - | -2.6 | -42.6% | -1.2 | -6.3 | - |
| Own shares | -1.2 | 0.0 | 100.0% | 0.0 | - | -2.5 | 0.0 | 100.0% |
| Financial results | 3.4 | 0.1 | -95.8% | -1.5 | - | 5.3 | -1.3 | - |
| Income taxes | -0.8 | 1.1 | - | -0.3 | - | -1.2 | 0.8 | - |
| FCF(1) | 2.6 | -1.4 | - | -3.5 | 61.6% | 4.6 | -4.9 | - |
| (1) FCF Levered after Financial Expenses but before Capital Flows and Financing related u p-front Costs. (R) The values were adjusted in orderto reflect, from 1January 2013, Sonaecom structure following the merger betweenOptimus and Zon. |
www.sonae.com).
In accordance with article 447 of the Portuguese Company Law and CMVM Regulation no. 5/2008 shares held by the Board of Directors and Management and respective transactions during the first half 2014:
| Additions | Reductions | Balance at 30 June 2014 |
||||
|---|---|---|---|---|---|---|
| Date | Quantity Market price | Quantity Market Price | Quantity | |||
| Ângelo Gabriel Ribeirinho dos Santos Paupério Sonae- SGPS, S.A.(6) Shares attributed under the Medium Term Incentive Plan |
02.05.2014 | 507,276 | 0.07 | 1,270,426 | ||
| Sonaecom, SGPS, S.A.(9) | - | |||||
| Sale | 23.01.2014 | 552,837 | 2.58 | |||
| Maria Cláudia Teixeira de Azevedo | ||||||
| Efanor Investimentos, SGPS, S.A.(1) | 1 | |||||
| Linhacom, SGPS, S.A.(4) | 99,996 | |||||
| Sonae- SGPS, S.A.(6) Shares attributed under the Medium Term Incentive Plan Sonaecom, SGPS, S.A.(9) |
02.05.2014 | 163,551 | 0.07 | 204,678 - |
||
| Sale | 23.01.2014 | 40,566 | 2.58 | |||
| António Bernardo Aranha da Gama | ||||||
| Lobo Xavier | ||||||
| Sonae- SGPS, S.A.(6) | 178,229 | |||||
| Sonaecom, SGPS, S.A.(9) | - | |||||
| Sale | 23.01.2014 | 2,603 | 2.58 | |||
| Sale | 24.01.2014 | 83,207 | 2.58 |
| Additions | Reductions | Balance at 30 June 2014 |
||||
|---|---|---|---|---|---|---|
| Date | Quantity Market price | Quantity Market price | Quantity | |||
| David Graham Shenton Bain | ||||||
| Sonae- SGPS, S.A.(6) | 20,000 | |||||
| Sonaecom, SGPS, S.A.(9) | 15,000 | |||||
| Rui José Gonçalves Paiva | ||||||
| Sonae- SGPS, S.A.(6) | 48,793 | |||||
| Shares attributed under the company's | ||||||
| remuneration policy | 05.05.2014 | 48,793 | 0.14 | |||
| Sonaecom, SGPS, S.A.(9) | 03.01.2014 | 105,754 | 2.60 | - | ||
| Carlos Alberto Rodrigues Silva | ||||||
| Sonae- SGPS, S.A.(9) | 30,486 | |||||
| Fernando José Lobo Pimentel | ||||||
| Macareno Videira | ||||||
| Sonae- SGPS, S.A.(9) | 28,126 | |||||
| Ana Cristina Dinis da Silva Fanha | ||||||
| Vicente Soares | ||||||
| Sonae- SGPS, S.A.(6) | 41,697 | |||||
| Shares attributed under the Medium Term Incentive Plan |
28.03.2014 | 41,697 | 1.33 | |||
| Sonaecom, SGPS, S.A.(9) | - |
| Additions | Reductions | Balance at 30 June 2014 |
||||
|---|---|---|---|---|---|---|
| Date | Quantity | Quantity | Quantity | |||
| (1) Efanor Investimentos, SGPS, S.A. Sonae - SGPS, S.A.(6) Pareuro, BV(2) |
200,100,000 5,583,100 |
|||||
| Sonaecom, SGPS, S.A.(9) | - | |||||
| Sale (2) Pareuro, BV Sonae - SGPS, S.A.(6) |
23.01.2014 | 1,000 | 2.58 | 849,533,095 | ||
| (3) Migracom, SGPS, S.A. Imparfin, SGPS, S.A.(5) Sonae - SGPS, S.A.(6) |
150,000 | |||||
| Sale Sonaecom, SGPS, S.A.(9) |
jun/14 | 1,400,000 | 1.27 | 1,536,683 - |
||
| Sale | 23.01.2014 | 387,342 | 2.58 | |||
| (4) Linhacom,SGPS, S.A. Imparfin, SGPS, S.A.(5) Sonae - SGPS, S.A.(6) |
150,000 439,314 |
|||||
| Sonaecom, SGPS, S.A.(9) | - | |||||
| Sale (5) Imparfin, SGPS, S.A. Sonae - SGPS, S.A.(6) |
23.01.2014 | 120,300 | 2.58 | 4,105,280 | ||
| (6) Sonae - SGPS, S.A. Sonaecom, SGPS, S.A.(9) |
80,822,964 | |||||
| Acquisition | jan/14 feb-14 mar/14 apr-14 may-14 |
1,454,134 785,660 371,589 1,399,759 132,448 |
2.58 2.07 2.16 2.21 2.30 |
|||
| Sonae Investments BV(7) Sontel BV(8) |
2,894,000 32,745 |
|||||
| (7) Sonae Investments BV Sontel BV(8) |
58,555 | |||||
| (8) Sontel BV Sonaecom, SGPS, S.A.(9) |
194,063,119 | |||||
| (9) Sonaecom, SGPS, S.A. | 5,571,014 |
In accordance with article 448 of the Portuguese Company Law:
| Number of shares as of 30 June 2014 |
|
|---|---|
| Efanor Investimentos, SGPS, S.A. (1) | |
| Sonae- SGPS, S.A. | 200,100,000 |
| Pareuro, BV | 5,583,100 |
| Sonaecom, SGPS, S.A. | - |
| Pareuro, BV | |
| Sonae- SGPS, S.A. | 849,533,095 |
| Sonae- SGPS, S.A. | |
| Sonaecom, SGPS, S.A. | 80,822,964 |
| Sonae Investments BV | 2,894,000 |
| Sontel BV | 32,745 |
| Sonae Investments BV | |
| Sontel BV | 58,555 |
| Sontel BV | |
| Sonaecom, SGPS, S.A. | 194,063,119 |
(1) The representative shares of about 99,99% of the share capital and the voting rights of Efanor Investimentos, SGPS, S.A. belong to Belmiro Mendes de Azevedo.
In compliance with sub-paragraph c), number 1, of the article of the CMVM Regulation no. 06/2008, we declare the qualifying holdings at 30 June 2014:
| % of voting rights | ||||
|---|---|---|---|---|
| Without own | ||||
| Shareholder | Number of shares | % of Share capital | With own shares | shares |
| Sontel BV | 194,063,119 | 62.33% | 62.33% | 63.47% |
| Sonae- SGPS, S.A. | 80,822,964 | 25.96% | 25.96% | 26.43% |
| Total attributable (1) | 274,886,083 | 88.29% | 88.29% | 89.90% |
(1) The corresponding qualified holding is attributable to Efanor which representative shares of about 99,99% of the share capital and the voting rights of Efanor Investimentos, SGPS, S.A. belong to Belmiro Mendes de Azevedo.
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 interim Management Report faithfully describes the most relevant events occurred during the first half of 2014 and the respective impacts, whe n applicable, over the financial statements, containing an appropriate description of the major risks and uncertainties within the subsequent six month period.
The Board of Directors
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
For the periods ended at 30 June 2014 and 2013 (restated note 1) and for the year ended at 31 December 2013
| June 2014 | June 2013 | |||
|---|---|---|---|---|
| (Amounts expressed in Euro) | Notes | (not audited) | (not audited and | December 2013 |
| Assets | restated) | |||
| Non-current assets | ||||
| Tangible assets | 1.c, 1.h and 5 | 5,157,655 | 570,423,294 | 5,530,098 |
| Intangible assets | 1.d, 1.e and 6 | 16,566,111 | 369,083,039 | 16,647,260 |
| Goodwill | 1.f, 1.w and 7 | 28,580,800 | 518,419,061 | 28,434,416 |
| Investments in associated companies and companies jointly controlled | 1.b and 8 | 702,309,279 | 1,078,421 | 710,434,285 |
| Financial assets at fair value through profit or loss | 1.g, 4 and 9 | 1,192,926 | - | - |
| Investments available for sale | 1.g, 4 and 10 | 115,448 | 215,448 | 115,448 |
| Other non-current assets | 1.g, 1.r, 1.x, 4 and 22 | 47,685 | 2,111,443 | 922,434 |
| Deferred tax assets | 1.p, 1.s and 11 | 5,888,181 | 95,217,846 | 5,199,886 |
| Total non-current assets | 759,858,085 | 1,556,548,552 | 767,283,827 | |
| Current assets | ||||
| Financial assets at fair value through profit or loss | 1.g, 4 and 9 | 54,364,924 | - | 202,442,350 |
| Inventories | 1.i | 360,330 | 19,771,693 | 553,525 |
| Trade debtors | 1.g, 1.j, 4 and 22 | 42,254,985 | 150,775,401 | 36,416,353 |
| Other current debtors | 1.g, 1.j, 4 and 22 | 13,323,924 | 26,260,432 | 23,040,766 |
| Other current assets | 1.r, 1.x, 4 and 22 | 12,580,848 | 81,561,266 | 9,298,406 |
| Cash and cash equivalents | 1.g, 1.k, 4, 12 and 22 | 174,572,865 | 18,199,490 | 188,014,923 |
| Total current assets | 297,457,876 | 296,568,282 | 459,766,323 | |
| Total assets | 1,057,315,961 | 1,853,116,834 | 1,227,050,150 | |
| Shareholders' funds and liabilities | ||||
| Shareholders' funds | ||||
| Share capital | 13 | 230,391,627 | 366,246,868 | 366,246,868 |
| Own shares | 1.u and 14 | (7,686,952) | (7,686,952) | (7,686,952) |
| Reserves | 1.t | 753,207,691 | 680,315,843 | 674,091,313 |
| Consolidated net income/(loss) for the period | 2,569,737 | 39,853,924 | 103,838,479 | |
| 978,482,103 | 1,078,729,683 | 1,136,489,708 | ||
| Non-controlling interests | 218,544 | 358,579 | 269,824 | |
| 978,700,647 | 1,079,088,262 | 1,136,759,532 | ||
| Liabilities | ||||
| Non-current liabilities | ||||
| 1.l, 1.m, 4 and 15.a | 4,375,094 | 246,037,304 | 24,810,079 | |
| Other non-current financial liabilities | 1.h, 4 and 16 | 352,681 | 17,282,397 | 67,937 |
| Provisions for other liabilities and charges | 1.o, 1.s and 17 | 3,076,852 | 39,777,609 | 3,060,986 |
| Deferred tax liabilities | 1.p, 1.s and 11 | - | 1,112,167 | 89,522 |
| Other non-current liabilities | 1.r, 1.x, 4 and 22 | 1,094,492 | 32,787,964 | 1,277,304 |
| Total non-current liabilities | 8,899,119 | 336,997,441 | 29,305,828 | |
| Current liabilities | ||||
| Short-term loans and other loans | 1.l, 1.m, 4 and 15.b | 12,672,500 | 139,136,098 | 998,996 |
| Trade creditors | 4 and 22 | 24,828,548 | 146,197,402 | 21,768,279 |
| Other current financial liabilities | 1.h, 4 and 18 | 167,487 | 3,207,197 | 70,728 |
| Other creditors | 4 and 22 | 5,321,907 | 27,151,955 | 10,439,327 |
| Other current liabilities | 1.r, 1.x, 4 and 22 | 26,725,753 | 121,338,479 | 27,707,460 |
| Total current liabilities | 69,716,195 | 437,031,131 | 60,984,790 | |
| 1,057,315,961 | 1,853,116,834 | 1,227,050,150 |
The notes are an integral part of the consolidated financial statements at 30 June 2014 and 2013 (restated note 1).
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
For the periods ended at 30 June 2014 and 2013 (restated note 1), and for the year ended at 31 December 2013
| June 2013 | April to June 2013 | |||||
|---|---|---|---|---|---|---|
| (Amounts expressed in Euro) | Notes | June 2014 (not audited) |
April to June 2014 (not audited) |
(not audited and | (not audited and | December 2013 |
| restated) | restated) | |||||
| Sales | 1.r and 22 | 17,885,571 | 9,970,534 | 16,452,517 | 8,633,333 | 33,057,911 |
| Services rendered | 1.r and 22 | 47,735,166 | 24,526,795 | 41,053,605 | 20,968,417 | 83,916,841 |
| Other operating revenues | 1.q and 22 | 725,814 | 388,532 | 750,615 | 412,320 | 3,475,123 |
| 66,346,551 | 34,885,861 | 58,256,737 | 30,014,070 | 120,449,875 | ||
| Cost of sales | 1.i and 17 | (14,868,053) | (8,617,023) | (11,060,492) | (5,332,732) | (24,753,054) |
| External supplies and services | 1.h, 19 and 22 | (25,047,955) | (13,251,795) | (23,896,822) | (12,993,198) | (44,474,432) |
| Staff expenses | 1.x and 27 | (23,064,581) | (11,454,691) | (21,549,166) | (10,575,760) | (43,318,213) |
| Depreciation and amortisation | 1.c, 1.d, 1.f, 5, 6 and 7 | (3,455,648) | (2,033,998) | (3,089,541) | (1,022,374) | (6,641,792) |
| Provisions and impairment losses | 1.j, 1.o, 1.w and 17 | - | - | (574,433) | (293,358) | (1,708,710) |
| Other operating costs | (230,136) | (176,017) | (140,993) | (73,470) | (283,057) | |
| (66,666,373) | (35,533,524) | (60,311,447) | (30,290,892) | (121,179,258) | ||
| Gains and losses in associated companies and companies jointly controlled | 1.b, 8 and 20 | 8,973,641 | 3,929,351 | 229,422 | 54,175 | (490,365) |
| Gains and losses on financial assets at fair value through profit or loss | 1.g, 9 and 20 | (6,592,422) | (8,623,684) | - | - | 46,636,719 |
| Other financial expenses | 1.h, 1.m, 1.v, 1.w, 20 and 22 | (1,615,427) | (906,277) | (7,116,209) | (3,521,558) | (11,998,760) |
| Other financial income | 1.v, 20 and 22 | 1,884,911 | 992,069 | 576,308 | (66,310) | 7,977,160 |
| Current income / (loss) | 2,330,881 | (5,256,204) | (8,365,189) | (3,810,515) | 41,395,371 | |
| Income taxation | 1.p, 11 and 21 | 234,478 | 656,953 | (1,870,625) | (1,071,607) | (3,873,144) |
| Consolidated net income/(loss) for the period of continued operations | 2,565,359 | (4,599,251) | (10,235,814) | (4,882,122) | 37,522,227 | |
| Consolidated net income/(loss) for the period of discontinued operations | 2 5 |
- | - | 50,084,670 | 26,296,519 | 66,244,220 |
| Consolidated net income/(loss) for the period | 2,565,359 | (4,599,251) | 39,848,856 | 21,414,397 | 103,766,447 | |
| Attributed to: | ||||||
| Shareholders of parent company | 2 6 |
2,569,737 | (4,614,115) | 39,853,924 | 21,427,055 | 103,838,479 |
| Non-controlling interests | (4,378) | 14,864 | (5,068) | (12,658) | (72,032) | |
| Earnings per share | 2 6 |
|||||
| Including discontinued operations: | ||||||
| Basic | 0.01 | (0.01) | 0.11 | 0.06 | 0.29 | |
| Diluted | 0.01 | (0.01) | 0.11 | 0.06 | 0.29 | |
| Excluding discontinued operations: | ||||||
| Basic | 0.01 | (0.01) | (0.03) | (0.01) | 0.10 | |
| Diluted | 0.01 | (0.01) | (0.03) | (0.01) | 0.10 |
The notes are an integral part of the consolidated financial statements at 30 June 2014 and 2013 (restated note 1).
Ricardo André Fraga Costa
The Board of Director
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
| (Amounts expressed in Euro) | Notes | June 2014 (not audited) |
April to June 2014 (not audited) |
June 2013 (not audited and restated) |
April to June 2013 (not audited and restated) |
December 2013 |
|---|---|---|---|---|---|---|
| Consolidated net income / (loss) for the period | 2,565,359 | (4,599,251) | 39,848,856 | 21,414,397 | 103,766,447 | |
| Components of other consolidated comprehensive income, net of tax, that will be reclassified subsequently to profit or loss: |
||||||
| Changes in reserves resulting from the application of equity method Changes in currency translation reserve and other |
8 1.v |
(17,055,437) 360,483 |
(14,474,664) 241,381 |
229 (342,488) |
(3,844) (359,708) |
(2,536,500) (1,155,064) |
| Consolidated comprehensive income for the period | (14,129,595) | (18,832,534) | 39,506,597 | 21,050,845 | 100,074,883 | |
| Attributed to: | ||||||
| Shareholders of parent company | (14,125,217) | (18,847,398) | 39,511,665 | 21,063,503 | 100,146,915 | |
| Non-controlling interests | (4,378) | 14,864 | (5,068) | (12,658) | (72,032) |
The notes are an integral part of the consolidated financial statements at 30 June 2014 and 2013 (restated note 1).
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
Consolidated moveme
For the periods ended at 30 June 2014 and 2013 (restated note 1)
| Reserves | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in Euro) | Share capital | Own shares | (note 14) Share premium | Legal reserves |
Reserves for Medium Term Incentive Plans (note 27) |
Reserves of own shares |
Other reserves | Total reserves | Non- -controlling interests |
Net income / (loss) |
Total |
| 2014 | |||||||||||
| Balance at 31 December 2013 | 366,246,868 | (7,686,952) | 775,290,377 | 13,152,684 | 1,077,258 | 7,686,952 | (123,115,958) | 674,091,313 | - | 103,838,479 1,136,489,708 | |
| Appropriation of the consolidated net result of 2013 | |||||||||||
| Transfers to other reserves | - | - | - | - | - | - | 103,838,479 | 103,838,479 | - | (103,838,479) | - |
| Consolidated comprehensive income for the period ended at 30 June 2014 |
- | - | - | - | - | - | (16,694,954) | (16,694,954) | - | 2,569,737 | (14,125,217) |
| Reduction of the share capital following the result of the general and voluntary acquisition of own shares (note 13) |
(135,855,241) | - | - | - | - | - | (5,815,229) | (5,815,229) | - | - (141,670,470) | |
| Effect of the recognition of the Medium Term Incentive Plans (notes 1.x and 27) |
- | - | - | - | 105,935 | - | - | 105,935 | - | - | 105,935 |
| Effect of the conversion of the Medium Term Incentive Plans (notes 1.x and 27) |
- | - | - | - | (1,183,193) | - | (1,134,660) | (2,317,853) | - | - | (2,317,853) |
| Balance at 30 June 2014 | 230,391,627 | (7,686,952) | 775,290,377 | 13,152,684 | - | 7,686,952 | (42,922,322) | 753,207,691 | - | 2,569,737 | 978,482,103 |
| Non-controlling interests | |||||||||||
| Balance at 31 December 2013 | - | - | - | - | - | - | - | - | 269,824 | - | 269,824 |
| Non-controlling interests in comprehensive income | - | - | - | - | - | - | - | - | (4,378) | - | (4,378) |
| Dividend distribution | - | - | - | - | - | - | - | - | (19,920) | - | (19,920) |
| Other changes | - | - | - | - | - | - | - | - | (26,982) | - | (26,982) |
| Balance at 30 June 2014 | - | - | - | - | - | - | - | - | 218,544 | - | 218,544 |
| Total | 230,391,627 | (7,686,952) | 775,290,377 | 13,152,684 | - | 7,686,952 | (42,922,322) | 753,207,691 | 218,544 | 2,569,737 | 978,700,647 |
The notes are an integral part of the consolidated financial statements at 30 June 2014 and 2013 (restated note 1).
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
(continued)
For the periods ended at 30 June 2014 and 2013 (restated note 1)
| Reserves | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in Euro) | Share capital | Own shares | (note 14) Share premium | Legal reserves |
Reserves for Medium Term Incentive Plans (note 27) |
Reserves of own shares |
Other reserves | Total reserves | Non- -controlling interests |
Net income / (loss) |
Total |
| 2013 | |||||||||||
| Balance at 31 December 2012 | 366,246,868 | (5,544,847) | 775,290,377 | 7,991,192 | 3,650,779 | 5,544,847 | (145,743,071) | 646,734,124 | - | 75,419,377 1,082,855,522 | |
| Appropriation of the consolidated net result of 2012 | |||||||||||
| Transfers to other reserves | - | - | - | 5,161,492 | - | - | 70,257,885 | 75,419,377 | - | (75,419,377) | - |
| Dividends distribution | (43,281,102) | (43,281,102) | - | - | (43,281,102) | ||||||
| Consolidated comprehensive income for the period ended at 30 June 2013 Acquisition of own shares |
- - |
- (2,500,042) |
- - |
- - |
- - |
- 2,500,042 |
(342,259) (2,500,042) |
(342,259) - |
- - |
39,853,924 - |
39,511,665 (2,500,042) |
| Delivery of own shares under the Medium Term Incentive Plans (notes 1.x and 27) Effect of the recognition of the Medium Term Incentive Plans |
- | 357,937 | - | - | (425,568) | (357,937) | 430,292 | (353,213) | - | - | 4,724 |
| (notes 1.x and 27) | - | - | - | - | 2,138,916 | - | - | 2,138,916 | - | - | 2,138,916 |
| Balance at 30 June 2013 | 366,246,868 | (7,686,952) | 775,290,377 | 13,152,684 | 5,364,127 | 7,686,952 | (121,178,297) | 680,315,843 | - | 39,853,924 1,078,729,683 | |
| Non-controlling interests | |||||||||||
| Balance at 31 December 2012 | - | - | - | - | - | - | - | - | 387,479 | - | 387,479 |
| Non-controlling interests in comprehensive income | - | - | - | - | - | - | - | - | (5,068) | - | (5,068) |
| Dividend distribution | - | - | - | - | - | - | - | - | (29,880) | - | (29,880) |
| Other changes | - | - | - | - | - | - | - | - | 6,048 | - | 6,048 |
| Balance at 30 June 2013 | - | - | - | - | - | - | - | - | 358,579 | - | 358,579 |
| Total | 366,246,868 | (7,686,952) | 775,290,377 | 13,152,684 | 5,364,127 | 7,686,952 | (121,178,297) | 680,315,843 | 358,579 | 39,853,924 1,079,088,262 |
The notes are an integral part of the consolidated financial statements at 30 June 2014 and 2013 (restated note 1).
Ricardo André Fraga Costa
The Board of Directors
Angelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
| (not audited) (not audited and restated) Operating activities Receipts from trade debtors 374,153,344 54,376,707 Payments to trade creditors (236,478,177) (32,362,093) Payments to employees (55,460,958) (27,739,256) 82,214,209 Cash flows from operating activities (5,724,642) Payments / receipts relating to income taxes, net (1,537,182) (803,500) 6,121,730 Other receipts / payments relating to operating activities, net 5,384,387 86,798,757 Cash flows from operating activities (1) (1,143,755) Investing activities Receipts from: Financial investments 9,375 - Tangible assets 1,645,444 7,749 Intangible assets 2,412 - Dividends - 1,392,154 Interest and similar income 1,712,446 5,376,786 Payments for: Financial investments (1,286,808) (5,522,188) Tangible assets (46,698,549) (946,170) Intangible assets (22,036,020) (788,475) (66,651,700) Cash flows from investing activities (2) (480,144) Financing activities Receipts from: |
(Amounts expressed in Euro) | June 2014 | June 2013 | |
|---|---|---|---|---|
| 11,557,500 | Loans obtained | 3,805,000 | ||
| Payments for: | ||||
| Leasing (1,986,336) (14,372) |
||||
| Interest and similar expenses (7,361,807) (3,053,682) |
||||
| Dividends (43,310,982) (19,920) |
||||
| Acquisition of own shares (2,500,042) - |
||||
| Loans obtained (17,000,000) |
||||
| (20,497,478) (68,354,167) |
||||
| Cash flows from financing activities (3) (12,027,952) Net cash flows (4)=(1)+(2)+(3) (48,207,110) |
||||
| (13,651,851) (98,418) |
||||
| Effect of the foreign exchanges 117,729 Cash and cash equivalents at the beginning of the period 61,685,720 |
||||
| 188,004,715 Cash and cash equivalents at the end of the period 13,380,192 174,470,593 |
The notes are an integral part of the consolidated financial statements at 30 June 2014 and 2013 (restated note 1)
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
| June 2014 | June 2013 (restated) |
|
|---|---|---|
| a) Amounts received of sales | ||
| Distrinews, S.A. | - | 9,375 |
| - | 9,375 | |
| b) Amounts paid of acquisitions Sonae SGPS shares acquisition Connectiv Solutions, Inc Saphety Brasil Transações Eletrônicas Ltda. Distrinews, S.A. |
5,522,188 - - - |
- 1,217,404 56,904 12,500 |
| 5,522,188 | 1,286,808 |
| Notes | June 2014 | June 2013 (restated) |
|
|---|---|---|---|
| Cash in hand | 12 | 25,626 | 175,251 |
| Cash at bank | 12 | 2,801,184 | 3,937,140 |
| Treasury applications | 12 | 171,746,055 | 14,087,099 |
| Overdrafts | 12 and 15 | (102,272) | (4,819,298) |
| Cash and cash equivalents | 174,470,593 | 13,380,192 | |
| Overdrafts | 102,272 | 4,819,298 | |
| Cash assets | 174,572,865 | 18,199,490 |
| Notes | June 2014 | June 2013 (restated) |
|
|---|---|---|---|
| a) Bank credit obtained and not used | 15 | 1,000,000 | 34,021,761 |
| b) Purchase of company through the issue of shares | Not applicable | Not applicable | |
| c) Conversion of loans into shares | Not applicable | Not applicable |
| Activity | Cash flow from operating activities |
Cash flow from investing activities |
Cash flow from financing activities |
Net cash flows |
|---|---|---|---|---|
| 2014 | ||||
| Multimedia | (1,621,400) | (157,610) | (19,489) | (1,798,499) |
| Information Systems | (742,308) | (1,269,476) | (778,436) | (2,790,220) |
| Holding | 1,219,953 | 946,942 | (11,230,027) | (9,063,132) |
| (1,143,755) | (480,144) | (12,027,952) | (13,651,851) |
| Activity | Cash flow from operating activities |
Cash flow from investing activities |
Cash flow from financing activities |
Net cash flows |
|---|---|---|---|---|
| 2013 (restated) | ||||
| Telecommunication | 86,295,481 | (63,972,305) | (19,778,121) | 2,545,055 |
| Multimedia | (1,577,640) | (493,511) | (14,929) | (2,086,080) |
| Information Systems | 1,922,619 | (2,205,587) | (335,198) | (618,166) |
| Holding | 158,297 | 19,703 | (48,225,919) | (48,047,919) |
| 86,798,757 | (66,651,700) | (68,354,167) | (48,207,110) |
The notes are an integral part of the consolidated financial statements at 30 June 2014 and 2013 (restated note 1).
Ricardo André Fraga Costa
The Board of Directors
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
SONAECOM, SGPS under the name Sonae Tecnologias de Informação, S.A. and has its head office at Lugar de Espido, Via Norte, Maia Portugal. It is the parent company of the Group of companies listed in notes 2 and
Pargeste, SGPS information technology area were transferred to the Company through a demerger-merger process, executed by public deed dated 30 September 1997.
increased, its Articles of Association were modified and its name was changed to Sonae.com, SGPS, S.A.. Since then the corporate object has been the management of investments in other companies. Also on 3 November 1999, capital was re-denominated to Euro, being represented by one hundred and fifty million shares with a nominal value of 1 Euro each.
On 1 June 2000, the Company carried out a Combined Share Offer, involving the following:
In addition to the Co capital was increased under the terms explained below. The new shares were fully subscribed for and paid up by Sonae, SGPS, S.A. (a Shareholder of Sonaecom, hereinafter referred as subscribed for and paid up on the date the price of the Combined Share Offer was determined, and paid up in cash, 31,000,000 new ordinary shares of 1 Euro each being issued. The subscription price for the new shares was the same as that fixed for the sale of shares in the aforementioned Combined Share Offer, which was Euro 10.
In addition, in this year, Sonae sold 4,721,739 Sonaecom shares under an option granted to the banks leading the Institutional Offer for Sale and 1,507,865 shares to Sonae Group managers and to the former owners of the companies acquired by Sonaecom.
181,000,000 to Euro 226,250,000 by public subscription reserved for the existing Shareholders, 45,250,000 new shares of 1 euro each having been fully subscribed for and paid up at the price of Euro 2.25 per share.
d by public deed to Sonaecom, SGPS, S.A..
By decision of Euro 70,276,868, from Euro 226,250,000 to Euro 296,526,868, by the issuance of 70,276,868 new shares of 1 euro each and with a share premium of Euro 242,455,195, fully subscribed by France Télécom. The corresponding public deed was executed on 15 November 2005.
By decision of the Shareholders General Meeting held on 18 Euro 69,720,000, from Euro 296,526,868 to Euro 366,246,868, by the issuance of 69,720,000 new shares of 1 euro each and with a share premium of Euro 275,657,217, subscribed by 093X Telecomunicações Celulares, S.A. ( EDP) and Parpública Participações Públicas, SGPS, S.A. ( Parpública ). The corresponding public deed was executed on 18 October 2006.
By decision of the Shareholders General Meeting held on 16 April 2008, bearer shares were converted into registered shares.
During the year ended at 31 December 2013, the merger between Zon Multimédia Serviços de Telecomunicações e (note 3.d) was closed. Accordingly, the telecommunications segment was classified, for presentation purposes, as a discontinued operation and t business became of:
Additionally, since the merger mentioned above, the telecommunications segment became jointly controlled (note 8).
On 5 February 2014, Sonaecom made public the decision to launch a general and voluntary tender offer for the acquisition of shares representing the share capital of Sonaecom. The offer was general and voluntary, with the offered obliged to acquire all the shares that were the object of the offer and
were, until the end of the respective period, subject to valid acceptance by the recipients.
The period of the offer, during which sales orders were received, ran for two weeks, beginning on 6 February and ending on 19 February 2014. On 20 February 2014, the results of the offer were released. The level of acceptance reached 62%, corresponding to 54,906,831 Sonaecom shares (Note 9 and 13).
In 2014 Sonaecom reduced its share capital to 230,391,627 euros
Euronext Lisbon announced Sonaecom exclusion from the PSI-20 from 24 February 2014.
The Group operates in Portugal and has subsidiaries (from the information systems consultancy segment) operating in about 16 countries.
Since 1 January 2001, all Group companies based in the Euro zone have adopted the Euro as their base currency for processing, systems and accounting.
The consolidated financial statements are also presented in euro, rounded at unit, and the transactions in foreign currencies are included in accordance with the accounting policies detailed below.
The accompanying financial statements relate to the consolidated financial statements of the Sonaecom Group and have been prepared on a going concern basis, based on the accounting records of the companies included in the consolidation through full consolidation method (note 2) in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and taking into account the IAS 34 - 'Interim Financial Reporting These financial statements were prepared based on the acquisition cost, except for the revaluation of some financial instruments.
For Sonaecom, there are no differences between IFRS as adopted by European Union and IFRS published by the International Accounting Standards Board, with the exception of the start dates of the adoption of the standards indicated below.
Sonaecom adopted IFRS for the first time according to SIC 8 (First-time adoption of IAS) on 1 January 2003.
The following standards, interpretations, amendments and revisions have been approved (endorsed) by the European Union, and have mandatory application to financial years beginning on or after 1 January 2014 and were first adopted in the period ended at 30 June 2014:
| Standard / Interpretation | Effective date (annual periods beginning on or |
|---|---|
| IFRS 10 (Consolidated Financial Statements) | after) 1-Jan-13(*) |
| Builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. |
|
| IFRS 11 (Companies jointly controlled) | 1-Jan-13(*) |
| Provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form (as is currently the case). The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities. |
|
| IFRS 12 (Disclosures of Interests in Other Entities) |
1-Jan-13(*) |
| New and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. |
|
| IAS 27 (Separate Financial Statements) | 1-Jan-13(*) |
| Consolidation requirements previously forming part of IAS 27 have been revised and are now contained in IFRS 10 Consolidated Financial Statements. |
|
| IAS 28 (Investments in Associates and Joint | 1-Jan-13(*) |
| Ventures) The objective of IAS 28 (as amended in 2011) is to prescribe the accounting for investments in associates and to set out the requirements for the application of the equity method when accounting for investments in associates and joint ventures. |
|
| Amendments to IFRS 10, IFRS 12 and IAS 27 | 1-Jan-14 |
| (Investment Entities); The amendments apply to a particular class of business that qualify as investment entities. The admendments provide an exception to the consolidation requirements in IFRS 10. |
|
| IAS 32- Admendments (Offsetting Financial | 1-Jan-14 |
| Assets and Financial Liabilities) IAS 32 is amended to refer to the disclosure requirements in respect of |
|
| offsetting arrangements. | |
| Amendments to IAS 36 (Recoverable amount disclosures for Non-Financial Assets) The amendments introduce additional disclosures and clarify the disclosures required when an asset is impaired and the recoverable amount of assets was based on Fair Value Less Cost of Disposal. |
1-Jan-14 |
| Amendments to IAS 39 (Novation of Derivatives and Continuation of Hedge Accounting) |
1-Jan-14 |
| The objective of the proposed amendments is to provide an exception to the requirement for the discontinuation of hedge accounting in IAS 39 and IFRS 9 in circumstances when a hedging instrument is required to be novated as a result of laws or regulations. |
|
| (*) In accordance with the EU Regulation which approves the adoption of IFRS 10, 11 and 12 and the amendments to IAS 27 and IAS 28, an entity shall adopt these standards in the periods beginning on or after January 1, 2014. The early adoption was however permitted. |
The application of these standards and interpretations had no material effect on the financial statements of the Group.
The following standards, interpretations, amendments and revisions have been at the date of approval of these financial statements, approved (endorsed) by the European Union:
| Standard / Interpretation | Effective date (annual periods beginning on or after) |
|---|---|
| IFRIC 21 Levies (Levies Charged by Public | 1-Jan-14 |
| Authorities on Entities that Operate in a |
This interpretation clarifies on when a liability to pay a levy imposed by a government (does not include income taxes - see IAS 12 Income taxes) should be recognised by an entity. IFRIC 21 identifies that the obligating event that gives rise to a liability is the activity that triggers the payment of the levy in accordance with the relevant legislation.
European Union, were not adopted by the company for the period ended at 30 June 2014, because its applications is not yet mandatory. No significant impacts are expected in the financial statements resulting from the adoption of the standards.
The following standards, interpretations, amendments and European Union, at the date of approval of these financial statements:
| Standard / Interpretation | Effective date (annual periods beginning on or after) |
|---|---|
| IFRS 9 (Financial Instruments) | 1-Jan-18 |
| This standard introduces new requirements for classifying and measuring financial assets. |
|
| IFRS 11 - Amendments (Accounting for Acquisitions of Interests in Joint Operations) The objective was to add new guidance on the accounting for the acquisition of an interest in a joint operation that constitutes a business. The IASB decided that acquirers of such interests shall apply all of the principles on business combinations accounting in IFRS 3 Business Combinations, and other IFRSs, that do not conflict with the guidance in IFRS 11. |
1-Jan-16 |
| IFRS 14 (Regulatory Deferral Accounts) | 1-Jan-16 |
| Permits an entity which is a first-time adopter of IFRS to continue to account, with some limited changes, for 'regulatory deferral account balances' in accordance with its previous GAAP, both on initial adoption of IFRS and in subsequent financial statements. |
| Effective date (annual periods beginning on or after) |
|
|---|---|
| IFRS 15 (Revenue from Contracts with Customers) |
1-Jan-17 |
| IFRS 15 specifies how and when an IFRS reporter will recognise revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard provides a single, principles based five-step model to be applied to all contracts with customers. |
|
| IAS 16 and IAS 38 - Amendments | 1-Jan-16 |
| (Clarification of Acceptable Methods of | |
| Depreciation and Amortisation) | |
| The IASB has clarified that the use of revenue-based methods to | |
| calculate the depreciation of an asset is not appropriate because | |
| revenue generated by an activity that includes the use of an asset | |
| generally reflects factors other than the consumption of the economic | |
| benefits embodied in the asset. | |
| IAS 16 and IAS 41 - Amendments | 1-Jan-16 |
| (Agriculture: Bearer Plants) | |
| The amendments bring bearer plants, which are used solely to grow | |
| produce, into the scope of IAS 16 so that they are accounted for in the | |
| same way as property, plant and equipment. | |
| IAS 19 - Amendments (Defined Benefit | |
| Plans: Employee Contributions) | |
| The objective of the amendments is to simplify the accounting for | |
| contributions that are independent of the number of years of | |
| employee service. | |
| Cycle | |
| amendments to IFRSs in response to eight issues addressed during the | |
| Cycle | |
| 1-Jul-14 1-Jul-14 1-Jul-14 |
|
| amendments to IFRSs in response to four issues addressed during the |
the European Union and, as such, were not adopted by the Group for the period ended at 30 June 2014. Their application is not yet mandatory.
The application of these standards and interpretations, when applicable, will have no material effect on future consolidated financial statements.
The IFRS 11 - Joint arrangements is issued by IASB and endorsed by the European Union with mandatory application only in future periods or financial years after 1 January 2014. During the year ended at 31 December 2013, in order to anticipate possible future impacts of the standard abovementioned, improving the future comparability of the financial statements, the Group decided to report all companies jointly controlled (Sirs, Unipress, Zopt, Infosystems and SSI Angola) according to the equity method, under the
IAS 31 - Joint ventures, which is similar to the arrangements laid down in IFRS 11.
As set forth by the standards, this change has been applied retrospectively and therefore the consolidated balances sheets and the consolidated profit and loss statements at 30 June 2013 were changed.
The effects of these changes in balances sheets at 30 June 2013 and in profit and loss statements for the period ended at 30 June 2013 are as follow:
| Non-current assets | 1,557,419,038 | (870,486) | 1,556,548,552 |
|---|---|---|---|
| Trade debtors | 150,973,184 | (197,783) | 150,775,401 |
| Cash and cash equivalents | 18,722,114 | (522,624) | 18,199,490 |
| Other current assets | 127,327,523 | 265,868 | 127,593,391 |
| Current assets | 297,022,821 | (454,539) | 296,568,282 |
| Total assets | 1,854,441,859 | (1,325,025) | 1,853,116,834 |
| Liabilities | |||
| portion | 246,137,304 | (100,000) | 246,037,304 |
| Other non-current financial liabilities | 18,542,712 | (1,260,315) | 17,282,397 |
| Provisions for other liabilities and charges | 39,676,912 | 100,697 | 39,777,609 |
| Other non-current liabilities | 33,900,131 | - | 33,900,131 |
| Non-current liabilities | 338,257,059 | (1,259,618) | 336,997,441 |
| Short-term loans and other loans | 139,149,229 | (13,131) | 139,136,098 |
| Trade creditors | 146,242,621 | (45,219) | 146,197,402 |
| Other current liabilities | 151,704,688 | (7,057) | 151,697,631 |
| Current liabilities | 437,096,538 | (65,407) | 437,031,131 |
| Total liabilities | 775,353,597 | (1,325,025) | 774,028,572 |
| 1,078,729,683 | - | 1,078,729,683 | |
| Non-controlling interests | 358,579 | - | 358,579 |
| 1,079,088,262 | - | 1,079,088,262 | |
| 1,854,441,859 | (1,325,025) | 1,853,116,834 |
Also, during the year ended at 31 December 2013, the telecommunications segment (Optimus SA (now NOS Comunicações S , Be Artis, Be Towering, Sontária and Permar) was classified, for presentation purposes, as a discontinued operation, as a result of a merger by the incorporation of Optimus SGPS in Zon (note 3.d). As set forth by IFRS 5, changes were made in the consolidated profit and loss statements for the periods ended at 30 June 2013, in order to disclose a single caption in profit period of net income/(loss) of discontinued operations.
| Profit and loss statement at 30 June 2013 | ||||
|---|---|---|---|---|
| (Amounts expressed in Euro) | Before the change |
Effects of the change of the consolidation method of the companies jointly controlled |
Restatement of the telecommunications' contribution to discontinued operations |
Profit and loss statement restated |
| Total revenue | 403,696,237 | 539,739 | (345,979,239) | 58,256,737 |
| Costs and losses | ||||
| External supplies and services | (192,306,083) | (1,127,170) | 169,536,431 | (23,896,822) |
| Depreciation and amortisation | (72,198,077) | 214,027 | 68,894,509 | (3,089,541) |
| Other operating costs | (84,829,967) | 459,952 | 51,044,931 | (33,325,084) |
| (349,334,127) | (453,191) | 289,475,871 | (60,311,447) | |
| Financial results | (6,322,999) | (76,270) | 88,790 | (6,310,479) |
| Income taxation | (8,190,255) | (10,278) | 6,329,908 | (1,870,625) |
| Consolidated net income/(loss) for the period of continued operations |
39,848,856 | - | (50,084,670) | (10,235,814) |
| Consolidated net income/(loss) for the period of discontinued operations |
- | - | 50,084,670 | 50,084,670 |
| Consolidated net income/(loss) for the period of discontinued operations |
39,848,856 | - | - | 39,848,856 |
| Attributed to non-controlling interests | (5,068) | - | - | (5,068) |
| Attributed to shareholders of parent company | 39,853,924 | - | - | 39,853,924 |
| Earnings per share | ||||
| Including discontinued operations: | ||||
| Basic | 0.11 | 0.00 | 0.00 | 0.11 |
| Diluted | 0.11 | 0.00 | 0.00 | 0.11 |
| Excluding discontinued operations: | ||||
| Basic | 0.11 | 0.00 | (0.14) | (0.03) |
| Diluted | 0.11 | 0.00 | (0.14) | (0.03) |
The accounting policies and measurement criteria adopted by the Group on 30 June 2014 are comparable with those used in the preparation of 31 December 2013 financial statements.
The main accounting policies used in the preparation of the accompanying consolidated financial statements are as follows:
Investments in companies in which the Group has direct or indirect voting rights at Shareh excess of 50%, or in which it has control over the financial and operating policies (definition of control used by the Group) were fully consolidated in the accompanying consolidated financial statements. Third party participations in the recorded separately in the consolidated balance sheet and in the consolidated profit and loss statement, respectively, under Non-controlling
Total comprehensive income is attributed to the owners of the Shareholders of parent company and the non-controlling interests even if this results in a deficit balance of noncontrolling interests.
In the acquisition of subsidiaries, the purchase method is applied. The results of subsidiaries bought or sold during the year are included in the profit and loss statement as from the date of acquisition (or of control acquisition) or up to the date of sale (or of control cession). Intra-Group transactions, balances and dividends are eliminated.
The expenses incurred with the acquisition of investments in Group companies are recorded as cost when they are incurred.
The fully consolidated companies are listed in note 2.
b) Investments in associated companies and companies jointly controlled
Investments in associated companies correspond to investments in which the Group has significant influence (generally investments representing between 20% and 50% of and are recorded using the equity method.
The investments in companies jointly controlled are also recorded using the equity method. The classification of these investments is determinated based on Shareholders Agreements, which regulate the shared control.
In accordance with the equity method, investments are share of the net results of associated companies, against a corresponding entry to gain or loss for the year, and by the amount of dividends received, as well as by other changes in the equity of the associated companies, which are recorded by assessment of the investments in associated companies and companies jointly controlled is performed annually,with the aim of detecting possible impairment situations.
associated company or a company jointly controlled exceeds the book value of the investment, the investment is recorded at nil value, except when the Group has assumed commitments to the associated company or a company jointly controlled, a situation when a provision is recorded
The difference between the acquisition price of the investments in associated companies and companies jointly controlled and the fair value of identifiable assets and liabilities at the time of their acquisition, when positive, is recorded as Goodwill, included in the investment value and, when negative, after a reassessment, is recorded, directly, in the profit and companies in associated companies and companies jointly controlled .
A description of the associated companies and companies jointly controlled is disclosed in note 8.
Tangible assets are recorded at their acquisition cost less accumulated depreciation and less estimated accumulated impairment losses.
Depreciations are calculated on a straight-line monthly basis as from the date the assets are available for use in the necessary conditions to operate as intended by the
management, by a corresponding charge under the profit and
Impairment losses detected in the realisation value of tangible assets are recorded in the year in which they arise, by a
The annual depreciation rates used correspond to the estimated useful life of the assets, which are as follows:
| Years of | |
|---|---|
| useful life | |
| Buildings and other constructions | 1 - 20 |
| Plant and machinery | 4 - 20 |
| Vehicles | 1 - 4 |
| Fixtures and fittings | 1 - 15 |
| Other tangible assets | 4 - 20 |
Current maintenance and repair costs of tangible assets are recorded as costs in the year in which they occur. Improvements of significant amount, which increase the estimated useful life of the assets, are capitalised and depreciated in accordance with the remaining estimated useful life of the corresponding assets.
The estimated costs related with the mandatory dismantling and removal of tangible assets, incurred by the Group, are capitalised and depreciated in accordance with the estimated useful life of the corresponding assets.
Work in progress corresponds to tangible assets still in the construction/development stage which are recorded at their acquisition cost. These assets are depreciated as from the moment they are in condition to be used and when they are ready to start operating as intended by the management.
Intangible assets are recorded at their acquisition cost less accumulated amortisation and less estimated accumulated impairment losses. Intangible assets are only recognised if it is likely that they will bring future economic benefits to the Group, if the Group controls them and if their cost can be reasonably measured.
Intangible assets comprise, essentially, software, brands, patents, portfolios (value attributed under the purchase price allocation in business combinations) and know-how.
Amortisations of intangible assets are calculated on a straightline monthly basis, over the estimated useful life of the assets (one to nineteen years), as from the month in which the corresponding expenses are incurred. The amortisation of the -line basis over
the estimated average retention period of the customers (six years).
Expenditures with internally-generated intangible assets, namely research and development expenditures, are recognised in the profit and loss statement when incurred.
Development expenditures can only be recognised as an intangible asset if the Group demonstrates the ability to complete the project and is able to put it in use or available for sale.
Amortisation for the period is recorded in the profit and loss
Brands and patents are recorded at their acquisition cost and are amortised on a straight-line basis over their respective estimated useful life. When the estimated useful life is undetermined, they are not depreciated but are subject to annual impairment tests.
Sonaecom Group does not hold any brands or patents with undetermined useful life, therefore the second half of the above referred paragraph is not applicable.
The differences between the price of investments in subsidiaries added the value of non-controlling interests, and the amount attributed to the fair value of the identifiable assets and liabilities at the time of their acquisition, when negative, after a reappreciation of its calculation, are recorded directly in the profit and loss statement. The Group will choose, on an acquisition-by-acquisition basis, to measure non-controlling interests either at their proportionate interest on the fair value of the assets and liabilities acquired, or at the fair value of the non-controlling interests themselves. Until 1 January 2010, non-controlling interests were always measured at their proportionate interest on the fair value of the acquired assets and liabilities.
Contingent consideration is recognised as a liability, at the acquisition-date, according to its fair value, and any changes to months after the acquisition-date) and as long as they relate to facts and circumstances that existed at the acquisition date, otherwise these changes must be recognised in profit or loss.
Transactions regarding the acquisition of additional interests in a subsidiary after control is obtained, or the partial disposal of an investment in a subsidiary while control is retained, are accounted for as equity transactions impacting the funds captions, and without giving rise to any recognised.
The moment a sales transaction to generate a loss of control, should be derecognised assets and liabilities of the entity and any interest retained in the entity sold should be remeasured at fair value and any gain or loss calculated on the sale is recorded in results.
estimated period of recovery of the investments, usually 10 years, and the annual amortisation was recorded in the profit the IFRS 3 impairment tests (paragraph w). Impairment losses of Goodwill are recorded in the profit and loss statement for the period
The Group classifies its financial instruments in the following -to- -foron the purpose for which the investments were acquired.
The classification of the investments is determined at the initial recognition and re-evaluated every quarter.
This category has two sub-categories: financial assets held for trading and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if it has been acquired mainly with the purpose of selling it in the short term or if the adoption of this method allows reducing or eliminating an accounting mismatch. Derivatives are also registered as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to mature within 12 months of the balance sheet date.
Loans and receivables are non-derivative financial assets with fixed or variable payments that are not quoted in an active market. These financial investments arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable.
Loans and receivables are carried at amortised cost using the effective interest method, deducted from any impairment losses.
Loans and receivables are recorded as current assets, except when their maturity is greater than 12 months from the balance sheet date, a situation in which they are classified as
non-current assets. Loans and receivables are included in the balance sheet.
Held-to-maturity investments are non-derivative financial assets with fixed or variable payments and with fixed intention and ability to hold until their maturity.
At 30 June 2014 Held-to-maturity .
Available-for-sale financial assets are non-derivative investments that are either designated in this category or not classified in any of the other above referred categories. They are included in non-current assets unless management intends to dispose them within 12 months of the balance sheet date.
Purchases and sales of investments are recognised on tradedate the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair recognised at fair value and the transaction costs are recorded in the profit and loss statement. Investments are derecognised when the rights to receive cash flows from the investments have expired or all substantial risks and rewards of their ownership have been transferred.
-forvalue.
-toare carried at amortised cost using the effective interest method.
Realised and unrealised gains and losses arising from changes in the fair value of financial assets classified at fair value through profit or loss are recognised in the profit and loss statement. Realised and unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in equity. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the profit and loss statement as gains or losses from investment securities.
The fair value of quoted investments is based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using
other valuation techniques. These include the use of recent discounted cash flow analysis, and option pricing models es. If none of these techniques can be used, the Group values those investments at cost net of any identified impairment losses. The fair value of listed investments is determined based on the closing Euronext share price at the balance sheet date.
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In case of equity securities classified as available-for-sale, a significant (above 25%) or prolonged (in two consecutive quarters) decline in the fair value of the security below its cost is considered in determining whether the securities are impaired. If such evidence exists for available-for-sale financial assets, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment losses on that financial asset previously recognised in profit or loss is removed from equity and recognised in the profit and loss statement.
Lease contracts are classified as financial leases, if, in substance, all risks and rewards associated with the detention of the leased asset are transferred by the lease contract or as operational leases, if, in substance, there is no transfer of risks and rewards associated with the detention of the leased assets. The lease contracts are classified as financial or operational in accordance with the substance and not with the form of the respective contracts.
Tangible assets acquired under finance lease contracts and the related liabilities are recorded in accordance with the financial method. Under this method the tangible assets, the corresponding accumulated depreciation and the related liability are recorded in accordance with the contractual financial plan at fair value or, if less, at the present value of payments. In addition, interests included in lease payments and the depreciation of the tangible assets are recognised as expenses in the profit and loss statement for the period to which they relate.
Assets under long-term rental contracts are recorded in accordance with the operational lease method. In accordance with this method, the rents paid are recognised as an expense, over the rental period.
Inventories are stated at their acquisition cost, net of any impairment losses, which reflects their estimated net realisable value.
Accumulated inventory impairment losses reflect the difference between the acquisition cost and the realisable
amount of inventories, as well as the estimated impairment losses due to low turnover, obsolescence and deterioration, and are registered in profit and loss s sales
Trade and other current debtors are recorded at their net realisable value and do not include interests, since the discount effect is not significant.
These financial instruments arise when the Group provides money, supplies goods or provides services directly to a debtor with no intention of trading the receivable.
The amounts of these captions are presented net of any impairment losses and are registered in profit and loss statem Future reversals of impairment losses are recorded in the profit and loss statement under the cap Provisions and impairment losses
bank deposits and other treasury applications where the risk of change in value is insignificant.
The consolidated cash flow statement has been prepared in accordance with IAS 7, using the direct method. The Group investments that mature in less than three months, for which bank overdrafts, which are reflected in the balance sheet -
The cash flow statement is classified by operating, financing and investing activities. Operating activities include collections from customers, payments to suppliers, payments to personnel and other flows related to operating activities. Cash flows from investing activities include the acquisition and sale of investments in associated, subsidiary companies and companies jointly controlled as well as receipts and payments resulting from the purchase and sale of fixed assets. Cash flows from financing activities include payments and receipts relating to loans obtained and finance lease contracts.
All amounts included under this caption are likely to be realised in the short term and there are no amounts given or pledged as guarantee.
Loans are recorded as liabilities by th expenses incurred in setting up loans are recorded as a deduction to the nominal debt and recognised during the period of the loan, based on the effective interest rate method. The interests incurred but not yet due are added to the loans caption until their payment.
m) Financial expenses relating to loans obtained Financial expenses relating to loans obtained are generally recognised as expenses at the time they are incurred. Financial expenses related to loans obtained for the acquisition, construction or production of fixed assets are capitalised as part of the cost of the assets. These expenses are capitalised starting from the time of preparation for the construction or development of the asset and are interrupted when the assets are ready to operate, at the end of the production or construction phases or when the associated project is suspended.
The Group only uses derivatives in the management of its financial risks to hedge against such risks. The Group does not use derivatives for trading purposes.
The cash flow hedges used by the Group are related to:
In cases where the hedge instrument is not effective, the amounts that arise from the adjustments to fair value are recorded directly in the profit and loss statement.
At 30 June 2014, the Group had foreign exchange forwards to hedge the foreign currency risk related to account receivables in dollars (note 1.v), in addition to those mentioned in note 1.x).
Provisions are recognised when, and only when, the Group has a present obligation (either legal or implicit) resulting from a past event, the resolution of which is likely to involve the disbursement of funds by an amount that can be reasonably estimated. Provisions are reviewed at the balance sheet date and adjusted to reflect the best estimate at that date.
Provisions for restructurings are only registered if the Group has a detailed plan and if that plan has already been communicated to the parties involved.
Contingent liabilities are not recognised in the consolidated financial statements but are disclosed in the notes, if the possibility of a cash outflow affecting future economic benefits is remote.
Contingent assets are not recognised in the consolidated financial statements but are disclosed in the notes when future economic benefits are likely to occur.
payable and deferred tax. Income tax is recognised in accordance with IAS 12
Sonaecom has adopted, since January 2008, the special regime for the taxation of groups of companies, under which, the provision for income tax is determined on the basis of the estimated taxable income of all the companies covered by that regime, in accordance with such rules. The special regime for the taxation of groups of companies covers all direct or indirect subsidiaries, and even through companies resident in another Member State of the European Union or the European Economic Area, only if, in the last case, there is an obligation of administrative cooperation, on which the Group holds at least 75% of their share capital, where such participation confers more than 50% of voting rights, if meet certain requirements. The remaining Group companies not covered by the special regime for the taxation of groups of companies are taxed individually based on their respective taxable income, in accordance with the tax rules in force in the location of the headquarters of each company.
Deferred taxes are calculated using the liability method and reflect the timing differences between the amount of assets and liabilities for accounting purposes and the respective amounts for tax purposes.
Deferred tax assets are only recognised when there is reasonable expectation that sufficient taxable profits shall arise in the future to allow such deferred tax assets to be used. At the end of each yearthe recorded and unrecorded deferred tax assets are revised and they are reduced whenever their realisation ceases to be probable, or increased if future taxable profits are, likely, enabling the recovery of such assets (note 11).
Deferred taxes are calculated with the tax rate that is expected to be in force at the time the asset or liability will be used based on decreed tax rate or substantially decreed tax rate at balance sheet date.
Whenever deferred taxes derive from assets or liabilities situations, deferred taxes are always recorded in the profit and loss statement.
Subsidies awarded to finance personnel costs are recognised as less cost during the period in which the Group incurs the associated costs and are included in the profit and loss statement .
Subsidies awarded to finance investments are recorded as deferred income on the Balance Sheet and are included in the . Subsidies are recognized during the estimated useful life of the corresponding assets.
r) Accrual basis and revenue recognition Expenses and income are recorded in the period to which they relate, regardless of their date of payment or receipt. Estimated amounts are used when actual amounts are not known.
The costs attributable to current year and whose expenses will only occur in future years are estimated and recorded under -current when it is possible to estimate reliably the amount and the timing of occurrence of the expense. If there is uncertainty regarding both the date of disbursement of funds, and the amount of the obligation,the value is classified as Provisions (note 1.o).
Sales revenues are recognised in the consolidated profit and loss statement when the significant risks and rewards associated with the ownership of the assets are transferred to the buyer and the amount of the corresponding revenue can be reasonably quantified. Sales are recognised before taxes and net of discounts. The revenues and costs of the consultancy projects developed in the information systems consultancy segment are recognised in each period, according to the percentage of completion method.
Non-current financial assets and liabilities are recorded at fair value and, in each period, the financial actualisation of the fair value is recorded in the profit and loss statement under the
receive such amounts are appropriately established and communicated.
Assets and liabilities due in more than one year from the date of the balance sheet are classified, respectively, as noncurrent assets and non-current liabilities.
as non-current assets and liabilities (notes 11 and 17).
Portuguese commercial legislation requires that at least 5% of until such reserve reaches at least 20% of the share capital. This reserve is not distributable, except in case of liquidation of the Company, but may be used to absorb losses, after all the other reserves are exhausted, or to increase the share capital.
The share premiums relate to premiums generated in the issuance of capital or in capital increases. According to Portuguese Commercial law, share premiums follow the same i.e., they are not distributable, except in case of liquidation, but they can be used to absorb losses, after all the other reserves are exhausted or to increase share capital.
According to IFRS 2 responsibility related with the Medium Term Incentive Plans is cannot be used to absorb losses.
e considered effective (note 1.n) and it is non-distributable nor can it be used to absorb losses.
The own shares reserve reflects the acquisition value of the own shares and follows the same requirements of legal reserve.
Under Portuguese law, the amount of distributable reserves is determined in accordance with the individual financial
statements of the Company, presented in accordance with IFRS. Additionally, the increments resulting from the application of fair value through equity components, including its implementation through net results, shall be distributed only when the elements that gave rise to them are sold, liquidated or exercised or when they finish their use, in the case of tangible or intangible assets. Therefore, at 30 June 2014, Sonaecom, SGPS, S.A. have free reserves distributable amounting approximately Euro 19.7 million. To this effect were considered as distributable increments resulting from the application of fair value through equity components already exercised during the period ended 30 June 2014.
funds. Gains or losses arising from the sale of own shares are
All assets and liabilities expressed in foreign currency were translated into euro using the exchange rates in force at the balance sheet date.
Favorable and unfavorable foreign exchange differences resulting from changes in the rates in force at transaction date and those in force at the date of collection, payment or at the balance sheet date are recorded as income and expenses in the consolidated profit and loss statement of the year, in financial results.
Entities operating abroad with organisational, economic and financial autonomy are treated as foreign entities.
Assets and liabilities of the financial statements of foreign entities are translated into Euro using the exchange rates in force at the balance sheet date, while expenses and income in such financial statements are translated into euro using the average exchange rate for the period. The resulting exchange
Goodwill and adjustments to fair value generated in the acquisitions of foreign entities reporting in a functional currency other than Euro are translated into Euro using the exchange rates prevailing at the balance sheet date.
The following rates were used to translate into Euro the financial statements of foreign subsidiaries and the balances in foreign currency:
| 2014 | 2013 | |||
|---|---|---|---|---|
| 30 June | Average | 30 June | Average | |
| Pounds Sterling | 1.2477 | 1.2175 | 1.1666 | 1.1758 |
| Brazilian Real | 0.3333 | 0.3178 | 0.3460 | 0.3755 |
| American Dollar | 0.7322 | 0.7296 | 0.7645 | 0.7619 |
| Polish Zloti | 0.2406 | 0.2395 | 0.2305 | 0.2395 |
| Australian Dollar | 0.6879 | 0.6675 | 0.7057 | 0.7736 |
| Mexican Peso | 0.0565 | 0.0556 | 0.0587 | 0.0607 |
| Egyptian Pound | 0.1021 | 0.1039 | 0.1093 | 0.1117 |
| Malaysian Ringgit | 0.2280 | 0.2234 | 0.2419 | 0.2478 |
| Chilean Peso | 0.0013 | 0.0013 | 0.0015 | 0.0016 |
| Singapore Dollar | 0.5866 | 0.5787 | 0.6044 | 0.6129 |
| Swiss Franc | 0.8226 | 0.8187 | 0.8105 | 0.8132 |
| Swedish Krona | 0.1090 | 0.1117 | 0.1139 | 0.1173 |
| South African Rand | 0.0692 | 0.0682 | 0.0765 | 0.0828 |
| Angolan Kwanza | 0.0075 | 0.0075 | 0.0079 | 0.0079 |
| Moroccan Dirham | 0.0892 | 0.0891 | 0.0900 | 0.0898 |
At 30 June 2014, the Group had foreign exchange forwards amount to USD 4,797,000, fixing the exchange rate for EUR, which have an average maturity of 2 months.
Impairment tests are performed at the date of each balance sheet and whenever an event or change of circumstances indicates that the recorded amount of an asset may not be recoverable. Whenever the book value of an asset is greater than the amount recoverable, an impairment loss is recognised and recorded in the profit and loss statement financial investments or under the other assets. The recoverable amount is the greater of the net selling price and the value in use. Net selling price is the amount obtainable upon the sale of an asset in a transaction within the capability of the parties involved, less the costs directly related to the sale. The value in use is the present value of the estimated future cash flows expected to result from the continued use of the asset and of its sale at the end of its useful life. The recoverable amount is estimated for each asset individually or, if this is not possible, for the cashgenerating unit to which the asset belongs.
Evidence of the existence of impairment in accounts receivables appears when:
The counterparty presents significant financial difficulties;
For certain categories of financial assets for which it is not possible to determine the impairment for each asset individually, the analysis is made for a group of assets. Evidence of an impairment loss in a portfolio of accounts receivable may include past experience in terms of collections, increasing number of delays in collections, as well as changes in national or local economic conditions that are related with the collections capacity.
For goodwill and financial investments in associated companies, the recoverable amount, calculated in terms of value in use, is determined based on the most recent business For goodwill and financial investments in companies jointly controlled the recoverable amount is determinated taking into account with several information as business plans approved by the Board of Directors and the average ratings of external reviewers (researches).
For Accounts receivables, the Group uses historical and statistical information to estimate the amounts in impairment. For Inventories, the impairment is calculated based on market evidence and several indicators of stock rotation.
The accounting treatment of Medium Term Incentive Plans is based on IFRS 2 -
Under IFRS 2, when the settlement of plans established by estimated responsibility is recorded, as a credit entry, under statement.
The quantification of this responsibility is based on fair value and is recognised over the vesting period of each plan (from the award date of the plan until its vesting or settlement date). The total responsibility, at any point of time, is calculated based on the proportion of the vesting period that has nting date.
When the responsibilities associated with any plan are covered by a hedging contract, i.e., when those responsibilities are replaced by a fixed amount payable to a third party and when Sonaecom is no longer the party that will deliver the Sonaecom shares, at the settlement date of each plan, the
above accounting treatment is subject to the following changes:
For plans settled in cash, the estimated liability is recorded the profit and loss statem respective accounting date. The liability is quantified based on the fair value of the shares as of each balance sheet date.
When the liability is covered by a hedging contract, recognition is made in the same way as described above, but with the liability being quantified based on the contractually fixed amount.
Equity-settled plans to be liquidated through the delivery of shares of the parent company are recorded as if they were settled in cash, which means that the estimated liability is -current entry under the profit and loss statement The liability is quantified based on the fair value of the shares as of each balance sheet date.
For Sonaecom share plans, the company converted all plans into shares of Sonae SGPS. The impact associated with share plans for medium-term incentive referred, is recognized in the balance under the caption 'Other current liabilities' and 'Other non-current liabilities'. In the income statement, the cost is recognized under the caption 'Staff expenses' (Note 27).
Regarding the plans originally liquidated through the delivery of shares of the parent company, the company entered into hedging contracts with an external entity under which the acquisition price of those shares was fixed. Therefore, the responsibility is recorded based on that fixed price, proportionally to the period of time elapsed since the award
date is
Events occurring after the date of the balance sheet which provide additional information about conditions prevailing at the time of the balance sheet (adjusting events) are reflected in the consolidated financial statements. Events occurring after the balance sheet date that provide information on postbalance sheet conditions (non-adjusting events), when material, are disclosed in the notes to the consolidated financial statements.
The most significant accounting estimates reflected in the consolidated financial statements of the period ended at 30 June 2014 and 2013, are as follows:
Estimates used are based on the best information available during the preparation of the consolidated financial statements and are based on the best knowledge of past and present events. Although future events are neither foreseeable nor controlled by the Group, some could occur and have impact on such estimates. Changes to the estimates used by the management that occur after the approval date of these consolidated financial statements, will be recognised in net income, in accordance with IAS 8 prospective methodology.
The main estimates and assumptions in relation to future events included in the preparation of these consolidated financial statements are disclosed in the corresponding notes, when applicable.
Due to its activities, the Group is exposed to a variety of financial risks such as market risk, liquidity risk and credit risk.
These risks arise from the unpredictability of financial markets, which affect the capacity of project cash flows and profits. The Group financial risk management, subject to a long-term ongoing perspective, seeks to minimise potential adverse effects that derive from that uncertainty, using,
whenever it is possible and advisable, derivative financial instruments to hedge the exposure to such risks (note 1.n).
The Group is also exposed to equity price risks arising from equity investments, although they are usually maintained for strategic purposes.
The Group operates internationally, having subsidiaries that operate in countries with a different currency than Euro namely Brazil, United Kingdom, Poland, United States of America, Mexico, Australia, Egypt, Colombia, Panama, Singapore and Malaysia (branch) and so it is exposed to foreign exchange rate risk.
Foreign exchange risk management seeks to minimise the volatility of investments and transactions made in foreign currencies and contributes to reduce the sensitivity of Group results to changes in foreign exchange rates.
Whenever possible, the Group uses natural hedges to manage exposure, by offsetting credits granted and credits received expressed in the same currency. When such a procedure is not possible, the Group adopts derivative financial hedging instruments (note 1.n).
The Group's exposure to foreign exchange rate risk, results essentially from the fact that some of its subsidiaries report in a currency different from euro, making the risk of operational activity immaterial.
e rates, exposing the total cost of debt to a high risk of volatility. The impact of funds is mitigated by the effect of the following factors (i) relatively low level of financial leverage; (ii) possibility to use derivative financial instruments that hedge the interest rate risk, as mentioned below; (iii) possible correlation between the level of market interest rates and economic growth having the latter a positive effect in other lines of the consolidated results (particularly operational), and in this way stand-alone or consolidated liquidity which is also bearing interest at a variable rate.
The Group only uses derivatives or similar transactions to hedge interest rate risks considered significant. Three main principles are followed in all instruments selected and used to hedge interest rate risk:
As al 15) are at variable rates, interest rate swaps and other derivatives are used, when it is deemed necessary, to hedge future changes in cash flow relating to interest payments. Interest rate swaps have the financial effect of converting the respective borrowings from floating rates to fixed rates. Under the interest rate swaps, the Group agrees with third parties (banks) to exchange, in predetermined periods, the difference between the amount of interest calculated at the fixed contract rate and the floating rate at the time of re-fixing, by reference to the respective agreed notional amounts.
The counterparties of the derivative hedging instruments are policy, when contracting such instruments, to give preference to financial institutions that form part of its financing transactions. In order to select the counterparty for occasional operations, Sonaecom requests proposals and indicative prices from a representative number of banks in order to ensure adequate competitiveness of these operations.
In determining the fair value of hedging operations, the Group uses certain methods, such as option valuation and discounted future cash flow models, using assumptions based on market interest rates prevailing at the balance sheet date.
Comparative financial institution quotes for the specific or similar instruments are used as a benchmark for the valuation.
The fair value of the derivatives contracted, that are considered as fair value hedges or the ones that are considered not sufficiently effective for cash flow hedge (in accordance with the provisions established in IAS 39), are recognised under borrowings captions and changes in the fair value of such derivatives are recognised directly in the profit and loss statement for the year. The fair value of derivatives of cash flow hedge, that are considered effective according to
IAS 39, are recognised under borrowing captions and changes in the fair value are recognised in equity.
conditions of the financing with significant impact in the Group, based on the analysis of the debt structure, the risks and the different options in the market, particularly as to the type of interest rate (fixed / variable). Under the policy defined above, the Executive Committee is responsible for the decision on the occasional interest rate hedging contracts, through the monitoring of the conditions and alternatives existing in the market.
The existence of liquidity in the Group requires the definition of some policies for an efficient and secure management of the liquidity, allowing us to maximise the profitability and to minimise the opportunity costs related to that liquidity.
The liquidity risk management has a threefold objective: (i) Liquidity, i.e., to ensure the permanent access in the most efficient way to obtain sufficient funds to settle current payments within the respective dates of maturity as well as any eventual not forecasted requests for funds, within the deadlines set for this; (ii) Safety, i.e. to minimise the probability of default in any reimbursement of application of funds; and (iii) Financial Efficiency, i.e., to ensure that the Group maximises the value / minimises the opportunity cost of holding excess liquidity in the short term.
The main underlying policies correspond to the variety of instruments allowed, the maximum acceptable level of risk, the maximum amount of exposure by counterparty and the maximum periods for investments.
The existing liquidity in the Group should be applied to the alternatives and by the order described below:
The applications in the market are limited to eligible counterparties, with ratings previously established by the Board and limited to certain maximum amounts by counterparty.
The definition of maximum amounts intends to ensure that the application of liquidity in excess is made in a prudent way and taking into consideration the best practices in terms of bank relationships.
The maturity of applications should equal the forecasted payments (or the applications should be easily convertible, in the case of asset investments, to allow urgent and not estimated payments), considering a threshold for eventual deviations on the estimates. The threshold depends on the accuracy level of treasury estimates and would be determined by the business. The accuracy of the estimates is an important variable to quantify the amounts and the maturity of the applications in the market.
The maturity analysis for the loans obtained is presented in note 15.
the accounts receivable related to current operational activities. The credit risk associated to financial operations is mitigated by the fact that the Group only negotiates with entities with high credit quality.
The management of this risk seeks to guarantee that the amounts owing are effectively collected within the periods negotiated without affecting the financial health of the Group. The Group uses credit rating agencies and has specific departments responsible for risk control, collections and management of processes in litigation, as well as credit insurances, which all contribute to the mitigation of credit risk.
The amounts included in the financial statements related to trade debtors and other debtors, net of impairment losses, represent the maximum exposure of the Group to credit risk.
Group companies included in the consolidation through full consolidation method, their head offices, main activities, Shareholders and percentage of share capital held at 30 June 2014 and 2013, are as follows:
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2014 | 2013 | ||||||
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct Effective* | Direct Effective* | ||
| Parent company | |||||||
| Maia | Management of shareholdings. | - | - | - | |||
| Subsidiaries | Maia | Design, construction, management and exploitation of electronic communications networks and their equipment and infrastructure, management of technologic assets and rendering of related services. |
Optimus SGPS | - | - | 100% | 100% |
| Maia | Implementation, installation and exploitation of towers and other sites for the instalment of telecommunications equipment. |
Optimus SGPS | - | - | 100% | 100% | |
| Dublin | Rendering of consultancy services in the area of information systems. |
We Do | 100% | 100% | 100% | 100% | |
| Maia | Development of management platforms and commercialisation of products, services and information, with the internet as its main support. |
Sonae com SI | 75.10% | 75.10% | 75.10% | 75.10% | |
| Lugares Virtuais, S.A. | Maia | Organisation and management of electronic online portals, content acquisition, management of electronic auctions, acquisition and deployment of products and services electronically and any related activities. |
Miauger | Dissolved | 100% | 100% | |
| Maia | Rendering of consultancy services in IT areas. | Sonae com SI | 100% | 100% | 100% | 100% | |
| Maia | Organisation and management of electronic auctions of products and services on-line. |
Sonaecom | Dissolved | 100% | 100% | ||
| Optimus - Comunicações, S.A. ('Optimus') (a) |
Maia | Implementation, operation, exploitation and offer of networks and rendering services of electronic comunications and related resources; offer and commercialisation of products and equipments of electronic communications. |
Optimus SGPS | - | - | 100% | 100% |
| Optimus, S.G.P.S., S.A. ('Optimus SGPS') (a) | Maia | Management of shareholdings in the area of telecommunications. |
Sonaecom | - | - | 100% | 100% |
| PCJ - Público, Comunicação e Jornalismo, S.A. ('PCJ') |
Maia | Editing, composition and publication of periodical and non periodical material and the exploration of radio and TV stations and studios. |
Sonaecom | 100% | 100% | 100% | 100% |
| Maia | Purchase, sale, renting and operation of property and commercial establishments. |
Optimus SGPS | - | - | 100% | 100% | |
| Berkshire | Rendering of consultancy services in the area of information systems. |
Sonae com SI We Do UK |
100% - |
100% - |
- 100% |
- 100% |
|
| Oporto | Editing, composition and publication of periodical and non periodical material. |
Sonaecom | 100% | 100% | 100% | 100% | |
| ('Saphety') | Maia | Rendering services, training, consultancy services in the area of communication, process and electronic certification of data; trade, development and representation of software. |
Sonae com SI | 86.995% 86.995% | 86.995% 86.995% | ||
| Saphety Brasil Transações Eletrônicas Ltda. ('Saphety Brasil') |
São Paulo | Rendering services, training, consultancy services in the area of communication, process and electronic certification of data; electronic identification, storage and availability of databases and electronic payments; trade, development and representation of software related with these services. |
Saphety | 99.8% 86.821% | 99.8% | 86.821% | |
| ('Saphety Colômbia') | Bogotá | Rendering services, training, consultancy services in the area of communication, process and electronic certification of data; electronic identification, storage and availability of databases and electronic payments; trade, development and representation of software related with these services. |
Saphety | 100% 86.995% | 100% 86.995% |
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2014 | 2013 | ||||||
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct Effective* | Direct Effective* | ||
| Sonaecom - Serviços Partilhados, S.A. ('Sonaecom SP') |
Maia | Support, management consulting and administration, particularly in the areas of accounting, taxation, administrative procedures, logistics, human resources and training. |
Sonaecom | 100% | 100% | 100% | 100% |
| Maia | Management of shareholdings in the area of corporate ventures and joint ventures. |
Sonaecom | 100% | 100% | 100% | 100% | |
| Sonaecom - Sistemas de Información Espanã, S.L. ('SSI Espanã') |
Madrid | Rendering of consultancy services in the area of information systems. |
Sonae com SI | 100% | 100% | 100% | 100% |
| Sonaecom BV | Amsterdam | Management of shareholdings. | Sonaecom | 100% | 100% | 100% | 100% |
| Sonaecom - Cyber Security and Intelligence, SGPS, S.A. ('Sonaecom CSI')(d) |
Maia | Management of shareholdings. | Sonae com SI | 100% | 100% | - | - |
| Sonaetelecom BV | Amsterdam | Management of shareholdings. | Sonaecom | 100% | 100% | 100% | 100% |
| Sontária - Empreendimentos Imobiliários, S.A. ('Sontária') (a) |
Maia | Realisation of urbanisation and building construction, planning, urban management, studies, construction and property management, buy and sale of properties and resale of purchased for that purpose. |
Optimus SGPS | - | - | 100% | 100% |
| Tecnológica Telecomunicações, LTDA. | Rio de Janeiro | Rendering of consultancy and technical assistance in the area of IT systems and telecommunications. |
We Do Brasil | 99.99% | 99.90% | 99.99% | 99.90% |
| Maia | Rendering of consultancy services in the area of information systems. |
Sonae com SI | 100% | 100% | 100% | 100% | |
| Wedo do Brasil Soluções Informáticas, Ltda. | Rio de Janeiro | Commercialisation of software and hardware; rendering of consultancy and technical assistance related to information technology and data processing. |
We Do | 99.91% | 99.91% | 99.91% | 99.91% |
| Poznan | Rendering of consultancy services in the area of information systems. |
Cape Technologies | 100% | 100% | 100% | 100% | |
| Delaware | Rendering of consultancy services in the area of information systems. |
Cape Technologies | 100% | 100% | 100% | 100% | |
| Sydney | Rendering of consultancy services in the area of information systems. |
Cape Technologies | 100% | 100% | 100% | 100% | |
| Amsterdam | Management of shareholdings. | We Do | 100% | 100% | 100% | 100% | |
| Kuala Lumpur Rendering of consultancy services in the area of information systems. |
We Do BV | 100% | 100% | 100% | 100% | ||
| Cairo | Rendering of consultancy services in the area of information systems. |
We Do BV Sonaecom BV Sonaetelecom BV |
90% 5% 5% |
90% 5% 5% |
90% 5% 5% |
90% 5% 5% |
|
| Berkshire | Management of shareholdings. | We Do | 100% | 100% | 100% | 100% | |
| Mexico City | Rendering of consultancy services in the area of information systems. |
Sonaecom BV We Do BV |
0.001% 99.999% |
0.001% 99.999% |
0.001% 99.999% |
0.001% 99.999% |
|
| We Do Technologies Panamá S.A. ('We Do Panamá') |
Panamá City | Rendering of consultancy services in the area of information systems. |
We Do BV | 100% | 100% | 100% | 100% |
| We Do Technologies Singapore PTE. LTD. ('We Do Singapura') |
Singapore | Rendering of consultancy services in the area of information systems. |
We Do BV | 100% | 100% | 100% | 100% |
* Sonaecom effective participation
(a) Companies included in Group Zopt consolidation perimeter, following the merger between Optimus SGPS and Zon (note 3.d) in August 2013
(b) Company dissolved in February 2014
(c) Company dissolved in May 2014
(d) Company established in May 2014
All the above companies were included in the consolidation in accordance with the full consolidation method under the terms of IAS 27 ).
During the periods ended at 30 June 2014 and 2013, the following changes occurred in the composition of the Group:
| Purchaser | Subsidiary | Date | % acquired | Current % shareholding |
|---|---|---|---|---|
| 2013 | ||||
| Saphety | Saphety Brasil | Feb-13 | 99.8% | 99.8% |
At 1 January 2013, the merger of Connectiv at WeDo USA occurred.
| Shareholder | Subsidiary | Date | Share capital | Current % shareholding |
|---|---|---|---|---|
| 2014 | ||||
| Sonae com SI | Sonaecom CSI | May-14 | 50,000 EUR | 100% |
| 2013 | ||||
| Saphety | Saphety Colômbia | Apr-13 | 50,000,000 COP* | 100% |
* Corresponds to circa 19,500 EUR (at 30 June 2014 rate)
| Shareholder | Subsidiary | Date | Share capital |
|---|---|---|---|
| 2014 | |||
| Miaguer | Lugares Virtuais | Feb-14 | 100% |
| Sonaecom | Miauger | May-14 | 100% |
| 2013 | |||
| We Do BV | We Do Chile | May-13 | 100% |
Following the announcement made, on 14 December 2012, between Sonaecom, SGPS, S.A., Kento Holding Limited and Jadeium BV recommend to the Boards of Zon Multimédia a merger between the two companies, on 11 January 2013, Sonaecom, SGPS, S.A. carried out a capital increase in kind, transferring 81.807% of its financial participation in Optimus SGPS, S.A. to ZOPT,SGPS, S.A. (vehicle used for this purpose), conditional upon completion of the merger.
Thus, following the above mentioned agreement, on 27 August 2013, and after fulfilling all the remedies required to the operation, the merger was closed. Sonaecom considers this to be the date on which Zopt took control of Zon Optimus (now NOS SGPS, SA (hereinafter 'NOS'), following the amendment of its name in June 2014), having 50.01% of its share capital. Accordingly, in the same timus SGPS, S.A. to Zopt. As a consequence, Sonaecom held a 50% stake in Zopt, as well as shareholder loans to be received from Zopt amounting to Euro 230 million (note 8), which would later be converted on supplementary capital and reduced to Euro 115 million. Additionally, the remaining stake of 18.193% in Optimus SGPS, was converted into a minority stake of 7.28% in NOS (note 9). not to acquire any shares of NOS, with the exception of the shares acquired by Sonaecom as a result of the operation. ger, and for a period of three months, the Group Kento / Jadeium may exercise a call option over half of the shares of NOS that Sonaecom holds at the date of the exercise of call option, at a price equal to the weighted average price of the previous month.
After the share capital increase of Zopt and the closing of the merger between Optimus SGPS and Zon, Sonaecom derecognised in consolidated accounts, the assets and liabilities fully consolidated of Optimus SGPS and its subsidiaries amounting to Euro 992 million. Sonaecom has also recognized an investment in Zopt amounting to Euro 598 million1 , loans to be received from Zopt amounting Euro 230 million (note 8) and an investment registered at fair value through NOS shares (the conversion of 20,921,650 Optimus SGPS
1 The Zopt participation of 598 million euros (598 = ((2,850 X 50.01%)-230) X 50%) results from the valuation of NOS, amounting to 2,850 million euros. This corresponds to the sum of the valuation of the capital increase in Zopt made by Zon and Optimus in 1,500 million euros and 1,000 million euros, respectively (the valuation was made by entities involved in the capital increase and the merger project), and the minimum synergies estimated, disclosed in the merger project in the amount of 350 million euros, deducted from loans totaling 230 million euros (level 3 of inputs in the hierarchy of fair value). It was decided t NOS (the argument for not using the Zon share price at the date of the close of the merger, as abovementioned, is proven by the positive evolution of NOS share price since the date of the merger until 31 December 2013 (2,782 million euros versus 2,141, million price at 27 August 2013, merger date)). For this reason, the market capitalization of Zon was not considered as a reference for valuing the Zopt investment. The valuation of Zon and Optimus was based on internally projections, regarding the main economic indicators, including operating results and investment. For this purpose, was used a weighted average cost of capital of 9.5% and growth rate of 3%.
shares, representing 18.193% of the share capital, to 37,489,324 NOS shares, representing 7.28% of the share capital), at the market price of 27 August 2013 (date of the closing of the merger), amounting to Euro 156 million (note 9).
Following the merger, was performed on Zopt a preliminary assessment of the fair value of assets acquired and assumed liabilities through this operation. The allocation of the acquisition price is still subject to changes until the conclusion of a period of one year from the date of acquisition, in accordance with IFRS 3 - Business Combinations. In 30 June 2014, as a result of a reassessment of tax claims and deferred taxes, contingent liabilities and deferred taxes has been changed, and an adjustment has been made to the goodwill, amounting to Euro 2.015 thousand in accordance with IFRS 3 - Business Combinations. The detail of Zon Group's net assets and Goodwill identified under this transaction are as follows:
| (Amounts expressed in thousand Euro) | Values before acquisition |
Adjustments to fair value |
Fair value |
|---|---|---|---|
| Acquired assets | |||
| Tangible assets | 598,675 | 57,301 | 655,976 |
| Intangible assets | 137,644 | 170,575 | 308,219 |
| Investments in group companies | 33,646 | 284,807 | 318,453 |
| Deferred tax assets | 55,972 | 8,366 | 64,338 |
| Inventories | 18,034 | - | 18,034 |
| Accounts receivable and other assets | 169,888 | 1,861 | 171,749 |
| Cash and cash equivalents | 157,914 | - | 157,914 |
| 1,171,773 | 522,910 | 1,694,683 | |
| Acquired liabilities | |||
| Borrowings | 817,435 | 7,634 | 825,069 |
| Provisions | 25,948 | 7,798 | 33,746 |
| Deferred tax liabilities | 7,450 | 68,591 | 76,041 |
| Share plan | 3,694 | - | 3,694 |
| Accounts payable and other liabilities | 296,169 | 2,062 | 298,231 |
| Minorities | 9,662 | - | 9,662 |
| 1,160,358 | 86,085 | 1,246,443 | |
| Net assets and liabilities | 11,415 | 436,825 | 448,240 |
| Goodwill | 1,051,760 | ||
| Acquisition price | 1,500,000 |
The fair value of net assets acquired was determined through various valuation methodologies for each type of asset or liability based on the best information available. The main fair value adjustments made in this process were : (i) valuation of Cines TV and TV Series channels (EUR +99.3 million), which will be amortised straight-line over a period of 10 years, (ii) portfolio customers (EUR +71.3 million), which will be amortised straight-line over the estimated average period of customer retention , (iii) financial investments (EUR +304 million) including EUR +267 million in estimated future economic benefit ) of subsidiaries , valuations of channels in the amount of EUR +29 million, valuation of client portfolios in the amount of EUR +17 million , among others, and their respective associated deferred taxes , (iv) increase of EUR +57.3 million in the book value of basic equipment , (v) changes in the fair value of borrowings in the amount of EUR -7.6 million , and (vi) Contingent liabilities relating to present obligations amounting to EUR -16.7 million.
| (Amounts expressed in thousand Euro) | Values before acquisition |
Adjustments to fair value |
Fair value |
|---|---|---|---|
| Acquired assets | |||
| Tangible assets | 569,441 | (62,616) | 506,825 |
| Intangible assets | 353,331 | 45,480 | 398,811 |
| Deferred tax assets | 100,976 | 27,626 | 128,602 |
| Inventories | 19,125 | (1,384) | 17,741 |
| Accounts receivable and other assets | 224,165 | - | 224,165 |
| Cash and cash equivalents | 17,987 | - | 17,987 |
| 1,285,025 | 9,106 | 1,294,131 | |
| Acquired liabilities | |||
| Borrowings | 452,362 | - | 452,362 |
| Provisions | 35,224 | 30,091 | 65,315 |
| Deferred tax liabilities | 1,142 | 10,997 | 12,139 |
| Share plan | 6,469 | 3,144 | 9,613 |
| Accounts payable and other liabilities | 287,368 | 15,326 | 302,694 |
| 782,565 | 59,558 | 842,123 | |
| Net assets and liabilities | 502,460 | (50,452) | 452,008 |
| Goodwill | 547,992 | ||
| Acquisition price | 1,000,000 |
The fair value of net assets acquired was determined through several valuation methodologies for each type of asset or liabil ity, based on the best information available. The main fair value adjustments made in this process were: (i) customer portfolio (+23.4 million euros), which will be amortised linearly based on the estimated average time of customer retention; (ii) telecom licenses (+12.7 million euros), which will be amortised over their the estimated useful life; (iii) infrastructure reconstruction and replacement equipment costs and other adjustments on basic equipment in the amount of -22.7 million euros; (iv) adjustment of -27.7 million euros to carrying amount of the assets falling within by the commitments made to the Competition Authority, under the merger operation, in particu lar, the agreement on an option to acquire the fiber network of NOS Comunicações; (v) contingent liabilities related to present obligations in the amount of -30.0 million euros, as permitted by IFRS 3, and (vi) contractual obligations in the amount of -15.3 million euros related to long-term contracts whose prices are different from market prices.
The methodologies used in the main fair value adjustments were Discounted cash flows (Level 3) with the exception to Rooftops and Towers that was used the Rebuilding costs (Level 2), to Basic Equipment that was used the Replacement costs (Level 2) and to Contractual obligations that was used the Comparison with today fees charged (Level 2).
ents such as: (i) the average period of retention of NOS Comunicações s used in the valuation of the customer portfolio; (ii) the average time of use of existing 2G/3G and LTE technologies and revenue growth as a result of the emergence of other new technologies, used in the valuation of the telecom licenses, among others. Although these estimates were based on the best information available at the date of preparation of the consolidated financial statements, current and future results may differ from these estimates.
Several scenarios have been considered in the valuations. The sensitivity analyzes performed have not led to significant changes in the allocation of the fair value of assets and liabilities. For the remaining assets and liabilities were not identified significant differences between the fair value and their book value.
As usual on mergers and acquisitions, also in this operation, there was a part of the acquisition price which was not possibl e to allocate to the fair value of some identified assets and liabilities that was considered as Goodwill and recorded in Goodwill is related to a number of different elements, which cannot be individually quantified and isolated in a viable way and include, for example, synergies, qualified workforce and technical skills.
Thus, as a result of the derecognition of the investment in Optimus SGPS and its subsidiaries, the recognition of the investments in Zopt, NOS, and the loans to be received from Zopt, it was registered a capital loss of 9 million euros, as follows:
| (Amounts expressed in Euro) | 27 August 2013 |
|---|---|
| Assets and liabilities derecognized | (992,397,240) |
| Compensation received | 983,447,575 |
| Gain/(Loss) resulting from the disposal (note 37) | (8,949,665) |
The compensation received can be detailed as follows:
| (Amounts expressed in Euro) | 27 August 2013 |
|---|---|
| Participation in Zopt (note 8) | 597,641,944 |
| Loans Zopt (note 8) | 230,000,000 |
| NOS shares (note 9) | 155,805,631 |
| 983,447,575 |
The impacts in balance sheet of the output of the telecommunications sector companies in August 2013 resulted of this operation, are detailed as follows:
| (Amounts expressed in Euro) | Notes | 27 August 2013 |
|---|---|---|
| Assets | ||
| Non-current assets | ||
| Tangible assets | 5 | (562,475,126) |
| Intangible assets | 6 | (353,993,403) |
| Goodwill | 7 | (485,150,340) |
| Other non-current assets | 312,080,798 | |
| Deferred tax assets | 11 | (98,625,767) |
| Total non-current assets | (1,188,163,838) | |
| Current assets | ||
| Inventories | (19,124,520) | |
| Trade debtors | (127,955,743) | |
| Other current assets | (82,942,364) | |
| Cash and cash equivalents | (17,986,673) | |
| Total current assets | (248,009,300) | |
| Shareholders' funds and liabilities | ||
| Medium term incentive plans reserves | 6,468,582 | |
| Others | 5,464 | |
| 6,474,046 | ||
| Liabilities | ||
| Non-current liabilities | ||
| (813,080) | ||
| Other non-current financial liabilities | 17,879,658 | |
| Provisions for other liabilities and charges | 17 | 35,247,971 |
| Deferred tax liabilities | 259,753 | |
| Other non-current liabilities | 31,672,299 | |
| Total non-current liabilities | 84,246,601 | |
| Current liabilities | ||
| Short-term loans and other loans | 115,535,594 | |
| Trade creditors | 119,124,642 | |
| Other current financial liabilities | 2,660,326 | |
| Other creditors | 15,254,142 | |
| Other current liabilities | 100,480,547 | |
| Total current liabilities | 353,055,251 | |
| Total assets and liabilities derecognized | (992,397,240) |
47 Annual Report | Sonaecom
| 2014 | |||||||
|---|---|---|---|---|---|---|---|
| Financial assets at fair | |||||||
| Loans and | Investments | value through profit or | Other financial | Others not covered | |||
| receivables | available for sale | loss | assets | Subtotal | by IFRS 7 | Total | |
| Non-current assets Financial assets at fair value through profit or |
|||||||
| loss (note 9) | - | - | 1,192,926 | - | 1,192,926 | - | 1,192,926 |
| Investments available for sale (note 10) | - | 115,448 | - | - | 115,448 | - | 115,448 |
| Other non-current assets | 47,685 | - | - | - | 47,685 | - | 47,685 |
| 47,685 | 115,448 | 1,192,926 | - | 1,356,059 | - | 1,356,059 | |
| Current assets | |||||||
| Financial assets at fair value through profit or | |||||||
| loss (note 9) | - | - | 54,364,924 | - | 54,364,924 | - | 54,364,924 |
| Trade debtors | 42,254,985 | - | - | - | 42,254,985 | - | 42,254,985 |
| Other current debtors | 7,010,289 | - | - | - | 7,010,289 | 6,313,635 | 13,323,924 |
| Other current assets | - | - | - | 10,355,883 | 10,355,883 | 2,224,965 | 12,580,848 |
| Cash and cash equivalents (note 12) | 174,572,865 | - | - | - | 174,572,865 | - | 174,572,865 |
| 223,838,139 | - | 54,364,924 | 10,355,883 | 288,558,946 | 8,538,600 | 297,097,546 | |
| 2013 | |||||||
| (restated) | |||||||
| Financial assets at fair | |||||||
| Loans and receivables |
Investments available for sale |
value through profit or loss |
Other financial assets |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non-current assets | |||||||
| Investments available for sale (note 10) | - | 215,448 | - | - | 215,448 | - | 215,448 |
| Other non-current assets | 2,111,443 | - | - | - | 2,111,443 | - | 2,111,443 |
| 2,111,443 | 215,448 | - | - | 2,326,891 | - | 2,326,891 | |
| Current assets | |||||||
| Trade debtors | 150,775,401 | - | - | - | 150,775,401 | - | 150,775,401 |
| Other current debtors | 19,694,191 | - | - | - | 19,694,191 | 6,566,241 | 26,260,432 |
| Other current assets | - | - | - | 61,432,312 | 61,432,312 | 20,128,954 | 81,561,266 |
| Cash and cash equivalents (note 12) | 18,199,490 | - | - | - | 18,199,490 | - | 18,199,490 |
| 188,669,082 | - | - | 61,432,312 | 250,101,394 | 26,695,195 | 276,796,589 |
| 2014 | |||||
|---|---|---|---|---|---|
| Liabilities recorded at amortised cost |
Other financial liabilities |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non-current liabilities Medium and long-term loans net of short-term portion (note 15) |
4,375,094 | - | 4,375,094 | - | 4,375,094 |
| Other non-current financial liabilities (note 16) | - | 352,681 | 352,681 | - | 352,681 |
| Other non-current liabilities | - | 158,716 | 158,716 | 935,776 | 1,094,492 |
| 4,375,094 | 511,397 | 4,886,491 | 935,776 | 5,822,267 | |
| Current liabilities Short-term loans and other loans |
|||||
| (note 15) | 12,672,500 | - | 12,672,500 | - | 12,672,500 |
| Trade creditors | - | 24,828,548 | 24,828,548 | - | 24,828,548 |
| Other current financial liabilities (note 18) | - | 167,487 | 167,487 | - | 167,487 |
| Other creditors | - | 417,810 | 417,810 | 4,904,097 | 5,321,907 |
| Other current liabilities | - | 18,353,034 | 18,353,034 | 8,372,719 | 26,725,753 |
| 12,672,500 | 43,766,879 | 56,439,379 | 13,276,816 | 69,716,195 |
Liabilities recorded at amortised cost Other financial liabilities Subtotal Others not covered by IFRS 7 Total Non-current liabilities Medium and long-term loans net of short-term portion (note 15) 246,037,304 - 246,037,304 - 246,037,304 Other non-current financial liabilities (note 16) - 17,282,397 17,282,397 - 17,282,397 Other non-current liabilities - 32,609,277 32,609,277 178,687 32,787,964 246,037,304 49,891,674 295,928,978 178,687 296,107,665 Current liabilities Short-term loans and other loans (note 15) 139,136,098 - 139,136,098 - 139,136,098 Trade creditors - 146,197,402 146,197,402 - 146,197,402 Other current financial liabilities (note 18) - 3,207,197 3,207,197 - 3,207,197 Other creditors - 11,930,208 11,930,208 15,221,747 27,151,955 Other current liabilities - 96,465,246 96,465,246 24,873,233 121,338,479 139,136,098 257,800,053 396,936,151 40,094,980 437,031,131
as well as specialized costs related to the share based plans were considered outside the scope of IFRS 7. On the other hand, the deferred costs/profits recorded in the -current assets considered non-financial instruments.
The Board of Directors believes that, the fair value of the breakdown of financial instruments recorded at amortised cost or registered at the present value of the payments does not differ significantly from their book value. This decision is based in the contractual terms of each financial instrument.
The movement in tangible assets and in the corresponding accumulated depreciation and impairment losses in the periods ended at 30 June 2014 and 2013 was as follows:
| 2014 | |||||||
|---|---|---|---|---|---|---|---|
| Land, Buildings and other constructions |
Plant and machinery |
Vehicles | Fixtures and fittings |
Other tangible assets |
Work in progress | Total | |
| Gross assets Balance at 31 December 2013 |
7,444,000 | 11,448,857 | 36,094 | 7,013,597 | 251,073 | 1,302,572 | 27,496,193 |
| Additions | 19,510 | 4,041 | - | 63,326 | - | 250,059 | 336,936 |
| Disposals | (65) | (203,518) | (3,669) | (19,795) | - | - | (227,047) |
| Transfers and write-offs | 828,615 | 16,922 | 22 | 481,101 | 564 | (1,444,171) | (116,947) |
| Balance at 30 June 2014 | 8,292,060 | 11,266,302 | 32,447 | 7,538,229 | 251,637 | 108,460 | 27,489,135 |
| Accumulated depreciation and impairment losses Balance at 31 December 2013 |
4,614,466 | 11,042,578 | 12,625 | 6,061,365 | 235,061 | - | 21,966,095 |
| Depreciation for the period | 342,985 | 69,075 | 3,222 | 264,478 | 3,589 | - | 683,349 |
| Disposals | (8) | (203,518) | (408) | (19,715) | - | - | (223,649) |
| Transfers and write-offs | 13,656 | (75,408) | 2 | (32,573) | 8 | - | (94,315) |
| Balance at 30 June 2014 | 4,971,099 | 10,832,727 | 15,441 | 6,273,555 | 238,658 | - | 22,331,480 |
| Net value | 3,320,961 | 433,575 | 17,006 | 1,264,674 | 12,979 | 108,460 | 5,157,655 |
| 2013 (restated) |
|||||||
|---|---|---|---|---|---|---|---|
| Land, Buildings and other constructions |
Plant and machinery |
Vehicles | Fixtures and fittings |
Other tangible assets |
Work in progress | Total | |
| Gross assets | |||||||
| Balance at 31 December 2012 (restated - note 1) | 301,133,284 | 1,072,287,146 | 171,736 | 213,226,929 | 6,715,058 | 20,665,640 | 1,614,199,793 |
| Additions | 21,716 | 2,173,047 | 8,482,240 | 20,239,251 | 30,916,254 | ||
| Disposals | (173,822) | (2,408,267) | (6,440) | (261,514) | (793) | (2,850,836) | |
| Transfers and write-offs | 3,885,602 | 25,732,219 | (1,053,162) | 81,630 | (28,465,261) | 181,028 | |
| Balance at 30 June 2013 | 304,866,780 | 1,097,784,145 | 165,296 | 220,394,493 | 6,795,895 | 12,439,630 | 1,642,446,239 |
| Accumulated depreciation and impairment losses | |||||||
| Balance at 31 December 2012 (restated - note 1) | 168,923,346 | 666,298,617 | 151,192 | 191,742,065 | 6,127,629 | 1,033,242,849 | |
| Depreciation for the period | 4,061,580 | 28,115,364 | 11,504 | 9,228,797 | 132,722 | 41,549,967 | |
| Disposals | (89,930) | (1,865,299) | (5,635) | (191,816) | (793) | (2,153,473) | |
| Transfers and write-offs | (15,931) | (424,915) | (187,201) | 11,649 | (616,398) | ||
| Balance at 30 June 2013 | 172,879,065 | 692,123,767 | 157,061 | 200,591,845 | 6,271,207 | 1,072,022,945 | |
| Net value | 131,987,715 | 405,660,378 | 8,235 | 19,802,648 | 524,688 | 12,439,630 | 570,423,294 |
The additions that occurred during the periods ended at 30 June 2013 included: assets associated with the UMTS operation (Universal Mobile Telecommunications Service), HSDPA (Kanguru Express), GSM (Global Standard for Mobile Communications), GPRS (General Packet Radio Service),FTTH (Fibre-to-the-Home) and LTE (Long Term Evolution). Following the merger between Optimus SGPS and Zon and the consequent derecognition of the assets ofthe telecommunications segment (note 3.d) during the year of 2013, the assets above mentioned were no longer part of the initial and final balance at 30 June 2014 (note 3.d).
At 30 June 2013, the depreciations of the period were Euro 41,549,967 that include an amount of Euro 39,942,069 related to the depreciations of assets of discontinued operations (notes 3.d and 25) and an amount of Euro 1,607,898 related to continued Profit is as follows:
| Discontinued operations |
|||
|---|---|---|---|
| Continued operations | (note 25) | Total | |
| Tangible assets | 1,607,898 | 39,942,069 | 41,549,967 |
| Intangible assets (note 6) | 1,481,643 | 28,952,440 | 30,434,083 |
| 3,089,541 | 68,894,509 | 71,984,050 |
At 30 June 2013, additions include about Euro 3.9 million of capitalizations of personnel costs related to own work, mainly related to network development projects.
The acquisition cost of Tangible assets held by the Group under finance lease contracts, amounted to Euro 1,385,250 and Euro 38,453,411 as of 30 June 2014 and 2013, and their net book value as of those dates amounted to Euro 489,045 and Euro 19,229,970, respectively. During the year ended at 31 December 2013, the finance lease contracts of NOS Comunicações and Be Artis, were derecognised (note 3.d), therefore, the finance lease contracts were no longer part ofthe initial and final balance on 30 June 2014.
At 30 June 2013, the heading 'Tangible assets' included an amount of Euro 26.3 million, related to the net book value of the telecommunications equipment delivered to customers, under free lease agreements with a pre -defined period, which are being amortised over the duration of their contracts. During the year ended at 31 December 2013, the entire amount was derecognised (note 3.d), therefore the assets above mentioned were no longer a part of the initial .
At 30 June 2014 and 2013, a guarantee for loans obtained, except for the assets acquired under financial lease contracts.
at 30 June 2014 and 2013 were made up as follows:
| 2014 | 2013 | |
|---|---|---|
| Development of mobile/fixed network | - | 8,649,784 |
| Information systems / IT equipment | 95,304 | 544,080 |
| Other projects in progress | 13,156 | 3,245,766 |
| 108,460 | 12,439,630 |
he in august of 2013 (note 3.d).
At 30 June 2014 and 2013, the amounts of commitments to third parties relating to investments to be made were as follows:
| 2014 | 2013 | |
|---|---|---|
| Network | - | 6,957,298 |
| Information systems | - | 1,568,562 |
| - | 8,525,860 | |
During the period ended at 30 June 2014, there are no commitments to third parties relating to investments to be made, because, all of them were related to telecommunications companies (note 3.d).
In the periods ended at 30 June 2014 and 2013, the movement occurred in Intangible assets and in the corresponding accumulated amortisation and impairment losses, was as follows:
| 2014 | ||||
|---|---|---|---|---|
| Brands and | ||||
| patents and | Intangible assets | |||
| other rights | Software | in progress | Total | |
| Gross assets | ||||
| Balance at 31 December 2013 | 10,348,140 | 30,539,349 | 4,561,408 | 45,448,897 |
| Additions | 5,940 | 365,793 | 2,198,695 | 2,570,428 |
| Transfers and write-offs | 61,482 | 2,245,110 | (2,097,349) | 209,243 |
| Balance at 30 June 2014 | 10,415,562 | 33,150,252 | 4,662,754 | 48,228,568 |
| Accumulated amortisation and impairment losses | ||||
| Balance at 31 December 2013 | 7,141,359 | 21,660,278 | - | 28,801,637 |
| Amortisation for the period | 1,701,400 | 1,070,899 | - | 2,772,299 |
| Transfers and write-offs | 57,249 | 31,272 | - | 88,521 |
| Balance at 30 June 2014 | 8,900,008 | 22,762,449 | - | 31,662,457 |
| Net value | 1,515,554 | 10,387,803 | 4,662,754 | 16,566,111 |
| 2013 (restated) |
||||
| Brands and | ||||
| patents and | Intangible assets | |||
| other rights | Software | in progress | Total | |
| Gross assets | ||||
| Balance at 31 December 2012 (restated - note 1) | 471,734,531 | 324,743,860 | 22,694,448 | 819,172,839 |
| Additions | 11,362,563 | 469,875 | 9,069,537 | 20,901,975 |
| Disposals | - | (2,868) | - | (2,868) |
| Transfers and write-offs | 71,217 | 3,752,927 | (6,057,012) | (2,232,868) |
| Balance at 30 June 2013 | 483,168,311 | 328,963,794 | 25,706,973 | 837,839,078 |
| Accumulated amortisation and impairment losses | ||||
| Balance at 31 December 2012 (restated - note 1) | 184,502,817 | 255,141,914 | - | 439,644,731 |
| Amortisation for the period | 20,609,293 | 9,824,790 | - | 30,434,083 |
| Disposals | - | (641) | - | (641) |
| Transfers and write-offs | (847) | (1,321,287) | - | (1,322,134) |
| Balance at 30 June 2013 | 205,111,263 | 263,644,776 | - | 468,756,039 |
| Net value | 278,057,048 | 65,319,018 | 25,706,973 | 369,083,039 |
Under the agreed terms resulting from the grant of the UMTS License, NOS Comunicações, committed, in previous years, to contribute to the promo arose to Euro 274 million which will have to be realised until the end of 2015. In accordance with the Agreement established on 5 June 2007 with the Ministry of Public Works, Transportation and Communications (MOPTC), part of these commitments, up to Euro 159 under the normal course of s business (investments in network and technology, if not directly related with the
accomplishment of other obligations inherent to the attribution of the UMTS License, and activities of research, development and promotion of services, contents and applications). These own projects must be recognised by the MOPTC and by entities created specifically for this purpose. The total amount was already incurred and validated by the above referred entities, so, at this date, there are no additional responsibilities related to these commitments. These charges were recorded in the financial statements at the moment the projects were carried out and the estimated costs became known.
The remaining commitments, up to Euro 116 million, has been realised, as agreed between NOS Comunicações and MOPTC, through to the widespread use of broadband internet for students and teachers three mobile operators with businesses in Portugal. All responsibility was recognised as an additional cost of UMTS license, against an - In the year ended at 31 December 2013, all the responsibilities with such commitments were derecognized from the consolidated financial statements, following the merger between Optimus SGPS and Zon and, subsequently, the derecognition of the assets and liabilities of the telecommunications segment (note 3.d).
Intangible assets in the period ended at 30 June 2013, include an amount of approximately Euro 110 million, corresponding to the current value of future payments related with the acquisition of rights of use for frequency (spectrum) bands of 800 MHz, 1800 MHz and 2600 MHz, which will be used to develop 4th generation services (LTE - Long Term Evolution). During the year ended 31 December 2012, considering the availability of LTE (Long Term Evolution) technology (although still subject to restrictions in some areas of the country) and the subsequent launching the commercial operation, a fraction of the present value of future payments related to the acquisition of rights of use for 4th generation frequencies services was transferred from work in progress (Euro 92.9 million) and the amortisation was started, for an estimated period until 2041. In the year ended at 31 December 2013, this asset was derecognized, following the merger between Optimus SGPS and Zon and, subsequently, the derecognition of the assets and liabilities of the telecommunications segment (note 3.d).
At 30 June 2013, the amortisation of the period of Euro 30,434,083 include an amount of Euro 28,952,440 related to the amortisation of assets of discontinued operations (notes 3.d and 25) and an amount of Euro 1,481,643 related to continued operations.
At 30 June 2013, the Group kept brands and contents 166,347,297, that correspond to the investments net of depreciations made in the development of the UMTS network, including: (i) Euro 52,505,042 related to the license; (ii) Euro 17,573,859 related to the agreement signed in 2002 between Oni Way and the other three mobile telecommunication operators with activity in Portugal; (iii) Euro 5,338,249 related to a contribu ão telecommunication operators in Portugal; and (iv) Euro 86,424,087 wo In the year ended at 31 December 2013, these assets were derecognized, following the merger between Optimus SGPS and Zon and, subsequently, the derecognition of the assets and liabilities of the telecommunications segment (note 3.d).
The also, in the period ended at 30 June 2013, an amount of about Euro 9.6 million net of amortisation that corresponds to the costs incurred f of NOS Comunicações. In the year ended at 31 December 2013, this asset was derecognized, following the merger between Optimus SGPS and Zon and, subsequently, the derecognition of the assets and liabilities of the telecommunications segment (note 3.d).
Intangible and tangible assets include interest and other financial expenses incurred, directly related to the construction o f certain items of work in progress. At 30 June 2013, the total net amount of financial expenses capitalization amounted to Euro 9,627,653.The amount capitalised in the period ended at 30 June 2013 was Euro 307,869. An interest capitalisation rate of 2.83%, which corresponded to the average interest rate supported by the Group. In the year ended at 31 December 2013, these assets were derecognized, following the merger between Optimus SGPS and Zon and, subsequently, the derecognition of the assets and liabilities of the telecommunications segment (note 3.d).
At 30 June 2014, additions include about Euro 2.2 million of capitalizations of personnel costs related to own work (about Euro 5.0 million at 30 June 2013), mainly related to IT software and RAID and NetClarus products development projects.
The assessment of impairment for the main tangible and intangible assets, in the various segments, is carried out as described in note 7 are closely related to the overall activity of the segment and consequently cannot be analysed separately.
For the periods ended at 30 June 2014 and 2013, the movements occurred in Goodwill were as follows:
| 2014 | 2013 (restated - note 1) |
|
|---|---|---|
| Opening balance | 28,434,416 | 517,985,506 |
| Goodwill adjustment of Connectiv | - | 412,703 |
| Other movements of the period | 146,384 | 20,852 |
| Closing balance | 28,580,800 | 518,419,061 |
For the periods ended at 30 June 2014 and 2013, the c period includes, mainly, the effects of the exchange rate update of the Goodwill.
The variation occurred between the periods of 30 June 2014 and 2013, are related, essentially, to the merger between Optimus SGPS and Zon and, subsequently, the derecognition of the assets and liabilities of the telecommunications segment (note 3.d).
Thus, Goodwill at 30 June 2014 and 2013 was made up as follows:
| Information Systems | Multimedia | Telecommunications | |
|---|---|---|---|
| 2014 | |||
| Goodwill | 22,550,800 | 6,030,000 | - |
| Information Systems | Multimedia | Telecommunications | |
| 2013 (restated) | |||
| Goodwill | 26,268,720 | 7,000,000 | 485,150,341 |
At 30 April 2012, the group acquired the entire share capital of Connectiv Solutions. Following that, the company started fro m 1 May 2012 to consolidate the financial statements using the full consolidation method.
Connectiv main activity is the rendering of consulting services in the area of information systems. The acquisition price was allocated as following:
| (Amounts expressed in Euro) | Values before acquisition |
Adjustments to fair value |
Fair value |
|---|---|---|---|
| Acquired assets | |||
| Tangible assets | 576,455 | - | 576,455 |
| Intangible assets | 49,303 | 3,190,109 | 3,239,412 |
| Other current debtors | 1,155,221 | - | 1,155,221 |
| Other assets | 116,744 | - | 116,744 |
| Cash and cash equivalents | 315,304 | - | 315,304 |
| 2,213,027 | 3,190,109 | 5,403,136 | |
| Acquired liabilities | |||
| Other creditors | 184,608 | - | 184,608 |
| Other liabilities | 1,144,459 | - | 1,144,459 |
| 1,329,067 | - | 1,329,067 | |
| Net assets and liabilities | 883,960 | 3,190,109 | 4,074,069 |
| Acquisition price | 9,241,844 | ||
| Goodwill initialy estimated | 5,167,775 | ||
| Adjustments to initial price | 412,703 | ||
| Know-how allocation | (3,478,853) | ||
| Final Goodwill | 2,101,625 |
Following the acquisition of Connectiv Solutions, the company has made a preliminary assessment of the fair value of acquired assets and assumed liabilities, of which result the recognition of software and clients portfolio in the amount of Euro 3,190,109.
As usual on mergers and acquisitions, also in the acquisition of Connectiv, there was a part of the acquisition price which was not possible to be allocated to the fair value of some identified assets and liabilities, that was considered as Goodwill. This Goodwill is related to a number of different elements, which cannot be individually quantified and isolated in a viable way and include, for example, synergies, qualified workforce, technical skills and market power. The total amount of this Goodwill will be considered as fi scal cost in Connectiv accounts, for a period of 15 years, according with the United States of America law.
The acquisition price includes a deferred amount of USD 2 million (1 million paid in 2013 and 1 million paid in 2014) and a contingent amount to be paid annually, during 4 years, depending on the performance of the company in terms of revenue, which was estimated in about USD 2 million (USD 658 thousand have already been paid in the year ended at 31 December 2013). For the year ended at 31 December 2013, the contingent amount payable was adjusted in USD 547,579 (Euro 412,703) and an amount of USD 4,547,579 (Euro 3,478,653), which is being amortised over a period of 28 months was allocated to know-how, which generated an adjustment to initial Goodwill, in accordance with IFRS 3 Business Combinations, as this adjustment occur in the period permitted by IFRS 3 to goodwill allocation.
At 1 January 2013, Connectiv was incorporated, by merger, in WeDo USA.
The evaluation of the existence of impairment losses in Goodwill is made by taking into account the cash-generating units, based on which are made on an annual basis unless there is evidence of impairment and prepared according to cash flow projections for periods of five years. In the area of information systems, the assumptions used are essentially based on the various businesses of the Group and the growth of the several geographic ar eas where the Group operates. The discount rates used were based on the estimated weighted average cost of capital, which depends on the business segment of each subsidiary, as indicated in the table below. In perpetuity, the Group considered a growth rate of 3% in the area of information systems and 0% in Multimedia area. In situations where the measurement of the existence, or not, of impairment is made based on the net selling price, values of similar transactions and other proposals made are used. Regarding the area of telecommunications (Zopt), the assessment of whether or not the impairment is determinated taking into account with several information as business plans approved by the Board of Directors and the average ratings of external reviewers (researches).
| Information Systems | Multimedia | Telecommunications | |
|---|---|---|---|
| Assumptions | |||
| Basis of recoverable amount | Value in use | Value in use | Value in use |
| Discount rate | 13.0% | 12.0% | 9.0% |
| Growth rate in perpetuity | 3.0% | 0.0% | 2.0% |
Due to the worsening of the finan last years, the advertising market suffered a sharp decline. This situation along with, the bearish forecasts forthe next years, aggravated the outlook for future developments. Sales of newspapers and related products have been declining, affecting the projections of cash flows of the multimedia segment, leading the record of a loss in the amount of Euro 970 thousand in the year of 2013, under the caption 'Depreciation and amortisation' of the Income Statement, in accordance with the policy described in note 1.w).
The evidence of impairment analysis, the revision of the projections and impairment tests did not lead to clearance of losses, in the periods ended at 30 June 2014 and 2013. In the Information Systems and Multimedia segment, the sensitivity analysis performed, as required by IAS 36 - Impairment of Assets, did not lead to material changes in the recoverable amounts and therefore did not result in additional losses.
The associated companies and the companies jointly controlled, their head offices, percentage of ownership and value in profit and loss statement on 30 June 2014 and 2013, are as follows:
| Percentage of ownership | Value in profit and loss statement | ||||||
|---|---|---|---|---|---|---|---|
| Head Office | Direct | 30 June 2014 Total |
Direct | 30 June 2013 Total |
30 June 2014 | 30 June 2013 (restated - note 1) |
|
| ZOPT (a) | Oporto | 50% | 50% | 50% | 50% | 8,934,020 | (18,358) |
| Vila Nova de Gaia | 50% | 50% | 50% | 50% | 67,061 | 110,501 | |
| Sociedade Independente de Radiodifusão Sonora, S.A. | Oporto | 45% | 45% | 45% | 45% | (27,440) | (39,558) |
| Infosystems (a) | Luanda | Sold | 50% | 50% | - | 176,837 | |
| Total (note 20) | 8,973,641 | 229,422 |
(a) Includes the results of the subsidiaries,proportionally to capital held
The associated companies and companies jointly controlled have been consolidated by the equity method.
At 30 June 2014 the group only held jointly controlled companies.
During the periods ended at 30 June 2014 and 2013, the movement occurred in investments in associated companies and companies jointly controlled, were as follows:
| 30 June 2014 | 30 June 2013 (restated - note 1) | |||||
|---|---|---|---|---|---|---|
| Ownership value |
Goodwill | Total investment |
Ownership value |
Goodwill | Total investment | |
| Investments in associated companies and companies | ||||||
| jointly controlled | ||||||
| Balance at 1 January Equity method |
622,585,085 | 87,849,200 | 710,434,285 | 631,382 | 321,700 | 953,082 |
| Effect on gains and losses (note 20) | 9,001,081 | - | 9,001,081 | 268,980 | - | 268,980 |
| Effect on reserves | (17,055,437) | - | (17,055,437) | 229 | - | 229 |
| Dividends | (70,650) | - | (70,650) | (143,870) | - | (143,870) |
| Total investment in associated companies and companies | ||||||
| jointly controlled | 614,460,079 | 87,849,200 | 702,309,279 | 756,721 | 321,700 | 1,078,421 |
| Impairment losses (note 17) | (132,824) | - | (132,824) | (100,697) | - | (100,697) |
| Net value | 614,327,255 | 87,849,200 | 702,176,455 | 656,024 | 321,700 | 977,724 |
The variation occurred between the periods ended at 30 June 2014 and 2013, in Investments in associated companies and companies jointly controlled corresponds essentially to the increase on Zopt according to the following:
| 2013 | |
|---|---|
| Zopt | |
| Participation in Zopt (note 3.d) | 597,641,944 |
| Supplementary capital in Zopt (note 3.d) | 230,000,000 |
| Sold of supplementary capital of Zopt (note 3.d) | (115,000,000) |
| Total | 712,641,944 |
The Goodwill amount, additional to the amount existing on financial statements of Zopt, amounting to Euro 87,527,500 results from the difference between the value of the investment (Euro 712,641,944) and the ownership on Zopt value (Euro 625,114,444), once was not identified any additional assets and liabilities allocation for being already recorded at fair value on financial statements of Zopt on the date of the merger between Optimus SGPS and ZON (note3.d).
The breakdown, by company, of the Investments in associated companies and companies jointly controlled, is as follows:
| 30 June 2014 | 30 June 2013 (restated - note 1) | |||||
|---|---|---|---|---|---|---|
| Ownership value |
Goodwill | Total investment |
Ownership value |
Goodwill | Total investment | |
| Investments in associated companies and companies | ||||||
| jointly controlled | ||||||
| Zopt | 613,958,027 | 87,527,500 | 701,485,527 | 6,642 | - | 6,642 |
| Unipress | 502,052 | 321,700 | 823,752 | 571,175 | 321,700 | 892,875 |
| SIRS | (132,824) | - | (132,824) | (100,697) | - | (100,697) |
| Infosystems | - | - | - | 178,904 | - | 178,904 |
| Total | 614,327,255 | 87,849,200 | 702,176,455 | 656,024 | 321,700 | 977,724 |
The key financial indicators of the entities above mentioned, can be summarized as follows:
| (Amounts expressed in thounsand Euro) | 2014 | ||||||
|---|---|---|---|---|---|---|---|
| Empresa | % holding | Asset | Liability | Equity | Revenue | Operational results |
Net result |
| ZOPT* | 50% | 4,419,596 | 1,910,939 | 2,508,657 | 682,319 | 67,178 | 35,191 |
| Unipress | 50% | 4,213 | 3,209 | 1,004 | 1,553 | 518 | 134 |
| SIRS | 45% | 376 | 671 | (295) | 440 | (31) | (61) |
* Consolidated accounts of Zopt Group, prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union (EU). The equity includes non-controlling interests.
The value on the income statement related to Zopt results from net income/(loss) of NOS, the net income/(loss) of Zopt, the impact on results of the process of allocating the fair value to the assets and liabilities acquired by Zopt and removing the effect of minority interests.
In February 2004, pursuant to Article 13 of the Authorisation Directive (Directive 2002/20/EC of 7 June), Law 5/2004 of 10 Fe bruary (Electronic Communications Law) established in its Article 106 the Municipal Wayleave Tax ( rights and costs of the installation, passage and crossing, in a determined area, of the publ by the systems, equipment and other resources of companies offering public electronic communications networks and services.
The TMDP charge is levied on each invoice issued by the companies offering public electronic communications networks and services at a fixed location to all end customers wit , and is calculated as a maximum percentage of 0.25% of the amount of each invoice. Some municipalities, despite approving the TMDP, have continued to collect Occupancy Taxes, while oth ers have opted to maintain the latter taxes rather than approving the TMDP.
In the light of legal advice on the matter, the Group believes that the TMDP is the only tax that should be collected as consideration for the above mentioned rights, namely the right of installation, for which reason it has challenged the public highway Occupancy Taxes charged to it by municipalities, since it deems such taxes illegal. It must also be highlighted that under the scope of an administrative complaint, a decision has been made by some municipalities, which have either subscribed to the Group's interpretation or decided that they may only opt for one rate or the other, as it is not possible for the TMDP and public road Occupancy Rates to overl ap.
Meanwhile, various judicial judgments have been issued on the substantive issue, including by the Supreme Administrative Court (two appeals are pending to the Constitutional Court presented in two proceedings by the C.M Lisboa) that uphold the position and understanding of NOS SA, with the result that there are good prospects that this dispute will be definitively resolved in favour of NOS SA by the majority of municipalities. Two appeals have been entered on the constitutional court related to two proceedings of Lisbon City Hall, which have not been decided.
With the entry into force of Decree-Law 123/2009, this matter has been definitively resolved for the future. This law clearly states (in r the use and usufruct of property in the public or private municipal domain which involves the construction or installation, by companies that offer public electronic commun ications networks and services, of infrastructures for housing electronic communications in accordance with the terms of the Electronic Communications Law, and that no other taxes, official fees or consideration are due.
Legal actions with regulators
On 8 July 2009, NOS SA (named ZON TV Cabo), was notified by the Competition Authority (AdC) in connection with infringement proceeding relating to triple-play offer, requesting NOS SA to comment on the content of the notification, which it did in good time. The case is currently at the fact-finding stage in AdC and various information has been requested, to which NOS has responded. If it is concluded that an infringement has occurred, the AdC may levy a fine not exceeding 10%
NOS SA, NOS Açores and NOS Madeira brought actions for judicial review of ICPpayment of the Annual Fee (for 2009, 2010, 2011 and 2012) for carrying on the business of Electronic Communications Services Networks Supplier in the amounts, respectively, of (i) 1,087 thousand euros, 2,325 thousand euros, 3,580 thousand euros and 3,447 thousand euros; (ii) 42 thousand euros, 79 thousand euros, 123 thousand euros and 113 thousand euros; (iii) 55 thousand euros, 109 thousand euros, 169 thousand euros and 156 thousand euros, and seeking reimbursement of the amounts meanwhile paid in connection with the enforcement proceedings. This fee is a percentage decided annually by ICPg introduced gradually: ⅓in the first year, ⅔in the second year and 100% in the third year. NOS SA, NOS Açores and NOS Madeira claim, in addition to defects of unconstitutionality and illegality, that only revenues from the electronic communications busi ness per se, subject to regulation by ANACOM, should be considered for the purposes of the application of the percentage and the calculation of the fee payable, and that revenues from television content should be excluded. On 18 December 2012 a ruling was passed on the proceedings instigated by NOS SA for 2009, for which the appeal was upheld, with no prior hearing, condemning ICP-ANACOM to pay the costs. ICP-ANACOM appealed and by decision of July 2013 was not upheld. The remaining proceedings are awaiting trial and decision.
During the course of the 2003 to 2013 financial years, certain companies of the NOS Group were the subject of tax inspections for the 2001 to 2011 financial years. Following these inspections, NOS, as the controlling company of the Tax Group, and companies not covered by Tax Group, were notified of the corrections made to the Group's tax losses, to VAT and stamp tax and to make the payments related to the corrections made to the above exercises. The total amount of the notifications is about 28.9 million euros. Note that the Group considered that the corrections were unfounded, and contested the amounts mentioned. The Group provided the bank guarantees demanded by the Tax Authorities in connection with these proceedings.
At end of year 2013 and taking advantage of the extraordinary settlement scheme of tax debts, the Group settled 7.7 million euros (corresponding to notifications in the amount of 17.3 million euros less accrued interests non-current net of the provision recorded in the amount of 3.5 million euros.
As belief of the Board of Directors of the Group, supported by our lawyers and tax advisors, the risk of loss of these proceedings is not likely and the outcome thereof will not affect materially the consolidated position.
PT brought an action in Funchal Judicial Court against NOS Madeira, claiming payment of 1,608 thousand euros, plus accrued interest until the date of full settlement, for the alleged use of ducts, supply of the MID service, supply of vi deo and audio channels, operating, maintenance and management costs of the Madeira/Porto Santo undersea cable and the use of two fibre optic circuits.The company contested the action, in particular the prices concerned, the services and PT's legal capacit y
in respect of the ducts. At the end of July 2013, a favourable decision was given to NOS Madeira, which, however, PT appealed. The case is pending normal development.
In April 2012, following the decision made on 19 July 2011 in which NOS Açoreswas acquitted, PT brought two new actions against NOS Açores one relating to the MID service and the other to the supply of video and audio channels, claiming payment of 222 thousand euros and 316 thousand euros respectively, plus interest. They are awaiting deci sion. A sentence, without impacting interests, reduced the amount payable by NOS Açores to about 97 thousand euro.
Already in 2014, a NOS SA providers of marketing services has brought a civil lawsuit seeking a payment of about 1,243 thousands euros, by the alleged early termination of contract and for compensation. It is belief of the Board that the arguments used are no t correct, so the outcome of the proceeding will not result in significant impact on the financial statements o f the Group. The action awaits trial.
SPORT TV Portugal, S.A. was fined by the Competition Authority to the value of 3,730 thousand euros for the alleged abuse of its dominant position in the domestic market of subscription channels with premium sport content. SPORT TV is not in agreement with the decision and has therefore decided to appeal against the same to the competent judicial authorities. Meanwhile, the Court of Competition, Regulation and Supervision altered the value to 2,700
The general conditions that affect the agreement and termination of this contract between NOS and its clients, establish that if the products and services provided by the client can no longer be used prior to the end of the binding period, the client is obliged to immediately pay damages.
At June 2014, damages charged but not received by NOS SA, NOS Madeira and NOS Açores amount to a total of 107,872 thousand euros. In the six months ended 30 June 2014, were received and recorded in the income statement 3,145 thousand euros.
At 30 June 2014, accounts receivable and accounts payable include 37,139,253 euros and 29,913,608 euros, respectively, resulting from a dispute between NOS SA and, essentially, the operator MEO Serviços de Comunicação e Multimedia, S.A. (previously named TMN-Telecomunicações Moveis Nacionais, S.A.), in relation to the indefinition of interconnection tariffs, recorded in the year ended at 31 December 2001. In the lower court, the decision was favourable to NOS SA (Court of Appeal), on appeal, rejected the intentions of MEO. However, MEO Supremo Tribunal de Justiça (Supreme Court), for final and permanent decision, who upheld the Tribunal da Relação (Court of Appeal), thus concluding that the interconnection prices for 2001 were not defined. The settlement of outstanding amounts will depend on the price that will be established.
There is recorded a provision to cover the infringement proceedings in the amount of approximately 4.5 million euros, established by the National C ) against NOS SA subsidiary, for alleged violations of rules relating to legal protection of data. During the project phase of decision, NOS SA argued, firstly, a set of procedural irregularities and, secondly, a set of fact and law arguments that the Board understood to impose a final decision to dismiss the case. However, on 16 January 2014, NOS SA received a settlement notice regarding the fine imposed by the CNPD, against which appealed to the courts. The Board of Directors believes to obtain a favourable decision.
The fiscal authorities are of the opinion that NOS SA has broken the principle of full competition under the terms of (1) of article 58 of the Corporate Tax Code (CIRC), by granting supplementary capital to its subsidiary Be Towering, without having been remunerated at a market interest rate. In consequence, it has been notified, with regard to the years 2004, 2005, 2006 and 2007, of corrections to the determination of its taxable income in the total amount of 20.5 million euros. NOS SA contested the decision with regard to all the above mentioned years. As for the year 2007, the Fiscal and Administrative Court of Oporto has already decided unfavourably, and the company has initiated the corresponding appeal.
For the year ended at 31 December 2010, NOS SA was notified of the Report of Tax Inspection, where it is considered that the increase, when calculating the taxable profit for the year 2008, of the amount of 100 million euros, with respect to initial price of future credits transferred to securitization, is inappropriate. Given the principle of periodisation of taxable income, NOS SA was subsequently notified of the improper deduction of the amount of 20 million euros in the calculation of taxable income for the years 2009 (Report of the Tax Inspection and tax settlement notice received in December 2011 and January 2012, respectively), 2010 (Report of the Tax Inspection and the tax settlement notice received in January and May 2013, respectively) and 2011 (Report of the Tax Inspection received in January 2014). Given that the increase made in 2008 was not accepted due to not complying with Article 18 of the CIRC, also in the years following, the deduction corresponding to credits generated in that year, will eliminate the calculation of taxable income, to meet the annual amortisation hired as part of the operation (20 million per year during 5 years). NOS SA challenged the decisions regarding 2008, 2009 and 2010 fiscal years and will challenge, in time, the decision regarding 2011 fiscal year. Regarding the year 2008, the Administrative and Fiscal Court of Porto has already decided unfavourably, in March 2014, and the company has initiated the corresponding appeal.
In August 2013, Sonaecom Group began to hold NOS shares recorded at fair value through profit or loss, as a result of the merger between Optimus SGPS and Zon (note 3.d), since it is the initial classification of an asset held for a sale purpose in a short-time. In ntrol situation with NOS.
In the period ended 30 June 2014 were acquired Sonae shares in accordance with the movement described below.
| 2014 | ||||||
|---|---|---|---|---|---|---|
| Fair value | Increase and decrease | |||||
| Financial assets at fair value through profit or loss | Opening balance | Increases | Decreases | adjustments (note 20) |
in fair value of shares intended to cover MTIP |
Closing balance |
| NOS | 202,442,350 | - | (141,650,837) | (7,931,359) | - | 52,860,154 |
| Sonae SGPS | - | 5,522,188 | (2,804,200) | 17,433 | (37,725) | 2,697,696 |
| 202,442,350 | 5,522,188 | (144,455,037) | (7,913,926) | (37,725) | 55,557,850 | |
| Recorded under the caption non current assets | 1,192,926 | |||||
| Recorded under the caption current assets | 54,364,924 |
The movements occurred in financial assets at fair value through profit or loss, in 30 June 2014 were as follows:
The fair value adjustments are recorded under the caption (note 20), with the exception of increases and decreases in the fair value of shares intended to cover incentive plans, which is recorded in other captions of the income statement.
Decreases at 30 June 2014 represent the counterpart in NOS shares provided for the terms of trade of the General Public and Voluntary Offer for acquisition of own shares. As a result of this offering Sonaecom reduced its investment in NOS shares in 26,476,792 shares (EUR 141,650,837) (Note 13) and now holds 11,012,532 shares representing the share capital of NOS, corresponding to a share of 2.14%.
The evaluation of fair value of the investment is detail as follows:
| NOS | Sonae SGPS | ||||
|---|---|---|---|---|---|
| Shares | 11,012,532 2,249,955 |
||||
| Level of inputs in the hierarchy of fair value | Level 1 | ||||
| Valuation method | Quoted price on the stock exchange | ||||
| Quoted price* | 4.8 | 1.199 | |||
| Fair value | 52,860,154 | 2,697,696 |
* Used the share price of 30 June 2014 in the determination of the fair value.
At 30 June 2014 and 2013, this caption included investments classified as available-for-sale and was made up as follows:
| % | 2014 | 2013 | |
|---|---|---|---|
| 1.38% | 197,344 | 197,344 | |
| VISAPRESS - Gestão de Conteúdos dos Média, CRL | 10.00% | 5,000 | 5,000 |
| Others | - | 13,104 | 13,104 |
| Impairment losses | (100,000) | - | |
| 115,448 | 215,448 |
The variation that occurred on the heading , corresponded to the constitution of an impairment loss Other financial expenses in profit and loss statement on the year ended at 31 December 2013.
At 30 June 2014, these investments correspond to shareholdings of immaterial amount, in unquoted companies, in which the Group has no significant influence, and in which the acquisition cost of such investments is a reasonable estimation of their fair value, adjusted where applicable, by the respective impairment losses.
The assessment of impairment in the investments described above is performed through comparisons with the value of the percentage of share capital detained by the Group and with multiples of sales and EBITDA of companies of the same sector.
The financial information regarding these investments is detailed below (in thousands of euro):
| Assets | funds | Gross debt | Turnover | Operational results |
Net income | |
|---|---|---|---|---|---|---|
| (1) | 13,630 | 6,201 | 1,020 | 14,311 | (626) | (1,018) |
| VISAPRESS - Gestão de Conteúdos dos Média, CRL (1) | 110 | 10 | - | 58 | 8 | 8 |
(1) Amounts expressed in thousands euro at 31 December 2013.
Deferred tax assets at 30 June 2014 and 2013, amounted to Euro 5,888,181 and Euro 95,217,846, respectively, and arose, mainly, from tax losses carried forward, tax benefits from differences between the accounting and tax amount of some fixed assets and from others temporary differences. The movements in deferred tax assets in the periods ended at 30 June 2014 and 2013 were as follows:
| 2014 | |||||
|---|---|---|---|---|---|
| Movements in | Record/(reverse) | ||||
| Balance at 31 | deferred tax of | Utilization of | of deferred tax of | Balance at 30 | |
| December 2013 | period | deferred tax | previous years | June 2014 | |
| Tax losses | 848,995 | 369,624 | - | - | 1,218,619 |
| Tax provisions not accepted and other temporary differences | 1,510,903 | (62,113) | - | (15,721) | 1,433,069 |
| Tax benefits (SIFIDE and RFAI) | 946,535 | - | - | 378,826 | 1,325,361 |
| Adjustments in the conversion to IAS/IFRS | 227 | - | - | (130) | 97 |
| Differences between the tax and accounting amount | |||||
| of certain fixed assets and others | 1,997,545 | - | - | (126,098) | 1,871,447 |
| Sub-total effect on results (note 21) | 5,304,205 | 307,511 | - | 236,877 | 5,848,593 |
| Others | (104,319) | 116,420 | - | - | 39,588 |
| Closing balance | 5,199,886 | 423,931 | - | 236,877 | 5,888,181 |
2013 Balance at 31 December 2012 Movements in deferred tax of period Utilization of deferred tax Record/(reverse) of deferred tax of previous years Balance at 30 June 2013 Tax losses 6,172,973 1,010,556 - 192,695 7,376,224 Tax provisions not accepted and other temporary differences 36,302,876 (1,399,071) - 29,596 34,933,401 Tax benefits (SIFIDE and RFAI) 9,709,216 - - 1,898,443 11,607,659 Adjustments in the conversion to IAS/IFRS 13,249,801 (3,312,450) - - 9,937,351 Temporary differences arising from the securitisation of receivables 3,220,000 - (1,610,000) - 1,610,000 Differences between the tax and accounting amount of certain fixed assets and others 32,510,701 (3,201,982) - 482,626 29,791,345 Sub-total effect on results 101,165,567 (6,902,947) (1,610,000) 2,603,360 95,255,980 Others (30,786) (7,348) - - (38,134) Closing balance 101,134,781 (6,910,295) (1,610,000) 2,603,360 95,217,846
At 30 June 2013, Tax provisions not accepted and other temporary differences the UMTS license, of the NOS Comunicações. In consolidated financial statements and in accordance with IAS / IFRS, the license was amortised linearly, by the estimated period of useful life. For tax purposes, until the year 2009, the UMTS license was amortised using, on the first five years of commercial operation, from 2004 to 2008, incremental monthly basis depending of the capacity of the network installed, which would be applied after the straight-line monthly basis until the term of the license. Thus, the group recorded deferred tax assets relating to the temporary differences between the value of the license for tax purposes an d the value recorded in the consolidated financial statements. In 30 June 2014, these assets are no longer part of the initial and final balance, following the merger between Optimus SGPS and Zon at August of 2013 and, subsequently, the derecognition of the assets and liabilities of the telecommunications segment (note 3.d).
Deferred taxes related to the IAS / IFRS conversion adjustments correspond to the temporary differences generated in the companies included in consolidation and result from the fact that IAS / IFRS conversion adjustments, recorded in these companies at 31 December 2009, already considered in consolidated financial statements under IAS / IFRS, from previous years, only be conside red for tax purposes, linearly, for a period of five years between 2010 and 2014.
At 31 December 2008, deferred tax assets were recognised in the amount of Euro 16.1 million with regard to the securitisation of future receivables completed in December 2008. As a result of that operation, and in accordance with the provisions of Decreto-Lei nº 219/2001 (Decree-Law) of 4 August, an amount of Euro 100 million was generated from that operation and it was added for purposes of determining the taxable income for the year 2008, thereby generating a temporary difference between accounting and taxable income result, which led to the recognition of a deferred tax asset to the extent, that its use was, with reasonable safety, probable at that date. Until 27 August 2013, an amount of Euro 15 million was reversed corresponding to the reversal of the above referred temporary difference. In August 2013, following the merger between Optimus SGPS and Zon and, the assets and liabilities of the telecommunications segment has been desrecognised (note 3.d), and so they are no longer part of the initial balance at 30 June 2014 (note 3.d).
At 30 June 2014 and 2013, assessments of the deferred tax assets to be recovered and recognised were made. Potencial deferred tax assets were recorded to the extent that future taxable profits were expected to be generated against which the tax losses and deductible tax differences could be used. These assessments were made based on the most recent business plans duly approved by the Board of Directors of the Group companies, which are periodically reviewed and updated. The main criteria used in those business plans are described in note 7.
The rate used at 30 June 2014, in Portuguese companies, to calculate the deferred tax assets relating to tax losses carried forward was 23% (25% in 2013), as a consequence of the IRC rate change from 25% to 23% from 2014 onwards . The rate used to calculate the temporary differences in Portuguese companies, including provisions not accepted and impairment losses, was 24.5%. considered the state surcharge, as it was understood to be unlikely the taxation of temporary differences during the estimated period when the referred rate will be applicable. Tax benefits, related to deductions from taxable income, are considered at 100%, and in some cases, their full acceptance is dependent on the approval of the authorities that concede such tax benefits. For foreign companies was used the rate in force in each country.
In accordance with the tax returns and other information prepared by the companies that have registe red deferred tax assets, the detail of such deferred tax assets, by nature, at 30 June 2014 was as follows:
| 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Nature | Companies included in the tax group* |
We Do Brasil We Do USA | Sonecom Sistemas de Informação |
Espanha We Do Mexico | Saphety Brasil |
Total | Total Sonaecom Group |
|
| Tax losses: | ||||||||
| To be used until 2021 | - | - | - | - | 153,061 | - | 153,061 | 153,061 |
| To be used until 2022 | - | - | - | - | 28,236 | - | 28,236 | 28,236 |
| To be used until 2023 | - | - | - | - | 188,701 | - | 188,701 | 188,701 |
| To be used until 2025 | - | - | - | 151,545 | 46,499 | - | 198,044 | 198,044 |
| To be used until 2030 | - | - | 123,739 | 7,393 | - | - | 131,132 | 131,132 |
| To be used until 2033 | - | - | 196,320 | - | - | - | 196,320 | 196,320 |
| To be used until 2034 | - | - | 323,125 | - | - | - | 323,125 | 323,125 |
| Tax losses | - | - | 643,184 | 158,938 | 416,497 | - | 1,218,619 | 1,218,619 |
| Tax provisions not accepted and other temporary differences | 913,501 | 205,850 | 219,414 | - | 88,872 | 5,432 | 519,568 | 1,433,069 |
| Tax benefits (SIFIDE and RFAI) | 1,309,480 | - | 15,881 | - | - | - | 15,881 | 1,325,361 |
| Adjustments in the conversion to IAS/IFRS Differences between the tax and accounting amount |
97 | - | - | - | - | - | - | 97 |
| of certain fixed assets and others | - | - | - | - | - | - | - | 1,871,447 |
| Others | - | 23,621 | 5,770 | - | 9,832 | 365 | 39,588 | 39,588 |
| Total | 2,223,078 | 229,471 | 884,249 | 158,938 | 515,201 | 5,797 1,793,656 | 5,888,181 |
* In 2014, Digitmarket was included in tax group, following the changes occured in the aplicable legislation.
At 30 June 2014 and 2013, the Group has other situations where potential deferred tax assets could be recognised, but since it is not expected that sufficient taxable profits will be generated in the future to cover those losses, such deferred tax assets were not recorded:
| 2014 | 2013 | |
|---|---|---|
| Tax losses | 7,576,923 | 19,777,113 |
| Temporary differences (provisions not accepted for tax purposes and other temporary diferences) | 32,499,868 | 36,347,308 |
| Others | 1,408,084 | 4,955,642 |
| 41,484,875 | 61,080,063 |
At 30 June 2014 and 2013, tax losses for which deferred tax assets were not recognised have the following due dates:
| Due date | 2014 | 2013 |
|---|---|---|
| 2013 | - | 12,852,794 |
| 2014 | 306,564 | 454,377 |
| 2015 | 1,224,436 | 2,328,841 |
| 2016 | 301,931 | 398,852 |
| 2017 | 209,230 | 215,945 |
| 2018 | 223,290 | 63,041 |
| 2019 | 338,987 | 331,156 |
| 2020 | 28,467 | 28,260 |
| 2021 | 68,536 | 53,860 |
| 2022 | 53,174 | 22,594 |
| 2023 | 11,311 | |
| 2026 | 1,344,197 | |
| 2030 | 84,942 | 84,675 |
| 2031 | 105,369 | 78,338 |
| 2032 | 64,001 | |
| Unlimited | 3,212,488 | 2,864,380 |
| 7,576,923 | 19,777,113 |
The years 2030 and following are applicable to the subsidiaries incorporated in countries in which the reporting period o f tax losses is greater than 12 years.
The deferred tax liabilities at 30 June 2013 amounting to Euro 1,112,167, result mainly from temporary differences between tax and accounting results of intangible assets.
The movement that occurred in deferred tax liabilities in the periods ended at 30 June 2014 and 2013 were as follows:
| 2014 | 2013 | |
|---|---|---|
| Opening balance | (89,522) | (1,089,637) |
| Temporary differences between accounting and tax result | 88,971 | (22,530) |
| Sub-total effect on results (note 21) | 88,971 | (22,530) |
| Others | 551 | - |
| Closing balance | - | (1,112,167) |
The reconciliation between the earnings before taxes and the taxes recorded for the periods ended at 30 June 2014 and 2013 is as follows:
| 2014 | 2013 (restated - note 1) |
|
|---|---|---|
| Earnings before taxes | 2,330,881 | (8,365,189) |
| Income tax rate | (536,103) | 2,091,297 |
| Deferred tax assets not recognised in the individual accounts and / or resulting from consolidation adjustments and other adjustments to taxable income Record/(reverse) of deferred tax assets related to previous years and tax benefits |
(943,164) 236,877 |
(3,740,115) 274,794 |
| Use of tax losses and tax benefits without record of deferred tax asset in previous years Temporary differences for the period without record of deferred tax assets |
78,745 1,398,123 |
679,729 (826,260) |
| Record of deferred tax liabilities | - | (350,070) |
| Income taxation recorded in the period (note 21) | 234,478 | (1,870,625) |
The tax rate used to reconcile the tax expense and the accounting profit was 23% (25% in 2013) because it is the standard rate of the corporate income tax in Portugal in 2014, country where almost the entire income of Sonaecom Group are taxed.
Portuguese Tax Authorities can review the income tax returns of the Company and of its subsidiaries with head office in Portu gal for a period of four years (five years for Social Security), except when tax losses have been generated, tax benefits have been granted or when any review, claim or impugnation is in course, in which circumstances, the periods are extended or suspended. Consequently, tax returns of each year, since the year 2010 (inclusive) are still subject to such review. The Board of Directors believes that any correction that may arise as a result of such review would not have a significant impact on the accompanying consolidated financial stat ements.
Supported by in the consolidated financial statements, associated to probable tax contingencies that should have been registered or disclosed in the accompanying financial statements, at 30 June 2014.
At 30 June 2014 and 2013, the detail of cash and cash equivalents was as follows:
| 2014 | 2013 (restated - note 1) |
|
|---|---|---|
| Cash | 25,626 | 175,251 |
| Bank deposits repayable on demand | 2,801,184 | 3,937,140 |
| Treasury applications | 171,746,055 | 14,087,099 |
| Cash and cash equivalents | 174,572,865 | 18,199,490 |
| Bank overdrafts (note 15) | (102,272) | (4,819,298) |
| 174,470,593 | 13,380,192 |
At 30 June 2014 and 2013
| 2014 | 2013 | |
|---|---|---|
| Sonae Investments BV | - | 6,810,000 |
| Bank applications | 171,746,055 | 7,277,099 |
| 171,746,055 | 14,087,099 |
During the period ended at 30 June 2014, the above mentioned treasury applications bear interests at an average rate of 0.70% (1.90% in 2013).
At 30 June 2014 and 2013, the share capital of Sonaecom was comprised by 311,340,037 and 366,246,868, respectively,ordinary registered shares of 0.74 and 1 Euro each, respectively. At those dates, the Shareholder structure was as follows:
| 2014 | 2013 | |||
|---|---|---|---|---|
| Number of shares |
% | Number of shares | % | |
| Sontel BV | 194,063,119 | 62.33% | 194,063,119 | 52.99% |
| Sonae SGPS | 80,822,964 | 25.96% | 3,430,000 | 0.94% |
| Shares traded on the Portuguese Stock Exchange ('Free Float') | 30,882,940 | 9.92% | 89,932,361 | 24.56% |
| Own shares (note 14) | 5,571,014 | 1.79% | 5,571,014 | 1.52% |
| Atlas Service Belgium** | - | - | 73,249,374 | 20.00% |
| Efanor Investimentos, S.G.P.S., S.A.* | - | - | 1,000 | 0.00% |
| 311,340,037 | 100.00% | 366,246,868 | 100.00% |
* In the period ended at 30 June 2014, following the completion of Public Offer of own shares, Efanor has no longer a direct participation in the capital of Sonaecom.
**At 15 February 2013, Sonae and France Télécom ('FT-Orange') have concluded an agreement, which consisted in the assignment of a call and a put option, respectively, of the 20% stake in Sonaecom, held at that date by a subsidiary of FT-Orange. At 9 September 2013, the abovementioned option was exercised by Sonae and FT-Orange respectively.
On 5 February 2014, Sonaecom made public the decision to launch a general and voluntary tender offer for the acquisition of shares representing the share capital of Sonaecom.
The offer was general and voluntary, with the offered obliged to acquire all the shares that were object of the offer and were, until the end of the respective period, subject to valid acceptance by the recipients.
The period of the offer, during which sales orders were received, ran for two weeks, beginning on 6 February and ending on 19 February 2014.
On 20 February 2014, the results of the offer were released. The level of acceptance reached 62%, corresponding to 54,906,831 Sonaecom shares. During the 2014 Sonaecom reduced its share capital by Euro 136 million as a result of the extinction of the own shares acquired (54,906,831 shares) and reduction of the nominal value of the remaining shares of capital of Sonaecom from Euro 1 to Euro 0.74 per share. Following this result, the Euronext Lisbon announced the exclusion of Sonaecom PSI-20 from 24 February 2014.
As a return for the own shares acquired in this General Public Offer and Voluntary process Sonaecom delivered 26,476,792 shares representing the share capital of NOS which were recorded in the balance sheet by Euro 141,650,837 (Note 9) and the amount of 19,632 euros in cash, so as a result of this General Public and Voluntary Offer, assets and equity Sonaecom decreased by Euro 141,670,470.
All shares that comprise the share capital of Sonaecom, are authorised, subscribed and paid. All shares have the same rights and each share corresponds to one vote.
During the period ended 30 June 2014, Sonaecom did not acquire, sold or delivered own actions, in addition the own shares purchased under the General Public Offer and Voluntary process described in Note 13, whereby the amount held to date, is of 5,571,014 own shares representing 1.79% of its share capital, at an average price of Euro 1,380.
At 30 June 2014 and 2013, the caption Loans had the following breakdown:
| Amount outstanding | ||||||
|---|---|---|---|---|---|---|
| Type of | 2013 | |||||
| Company | Issue denomination | Limit | Maturity | reimbursement | 2014 | (restated - note 1) |
| Sonaecom | 'Obrigações Sonaecom SGPS 2011' | 100,000,000 | Mar-15 | Final | - | 100,000,000 |
| SGPS | 'Obrigações Sonaecom SGPS 2010' | 40,000,000 | Mar-15 | Final | - | 40,000,000 |
| 'Obrigações Sonaecom SGPS 2012' | 20,000,000 | Jul-14/Jan-15/Jul-15 | Parcel | - | 20,000,000 | |
| 'Obrigações Sonaecom SGPS 2013' | 20,000,000 | Jun-16 | Final | - | 20,000,000 | |
| Costs associated with financing set-up | - | - | - | - | (1,355,060) | |
| Interests incurred but not yet due | - | - | - | - | 1,711,194 | |
| - | 180,356,134 | |||||
| Sonaecom | Commercial paper | 30,000,000 | Jul-15 | - | - | 30,000,000 |
| SGPS | Commercial paper | 30,000,000 | Nov-14 | - | - | 30,000,000 |
| Costs associated with financing set-up | - | - | - | - | (116,238) | |
| Interests incurred but not yet due | - | - | - | - | 252,470 | |
| - | 60,136,232 | |||||
| WeDo USA | Bank loan | - | Apr-19 | Parcel | 3,993,656 | 5,212,705 |
| Saphety | Minority Shareholder loans | - | - | - | 451,322 | 451,322 |
| Costs associated with financing set-up | - | - | - | (101,407) | (148,895) | |
| Interests incurred but not yet due | - | - | - | 31,523 | 29,806 | |
| 4,375,094 | 5,544,938 | |||||
| 4,375,094 | 246,037,304 | |||||
| Amount outstanding |
||||||
|---|---|---|---|---|---|---|
| Type of | 2013 | |||||
| Company | Issue denomination | Limit | Maturity | reimbursement | 2014 | (restated - note 1) |
| Sonaecom SGPS | Treasury applications obtained (note 22) | - | - | - | 11,557,500 | - |
| Interests incurred but not yet due (note 22) | - | - | - | 14,314 | - | |
| 11,571,814 | - | |||||
| Sonaecom SGPS | Commercial paper | 100,000,000 | Jun-14 | - | - | 100,000,000 |
| Commercial paper | 25,000,000 | Jul-13 | - | - | 25,000,000 | |
| Costs associated with financing set-up | - | - | - | - | (17,842) | |
| Interests incurred but not yet due | - | - | - | - | 8,372 | |
| - | 124,990,530 | |||||
| Sonaecom SGPS | Overdraft facilities | 16,500,000 | Jul-13 | - | - | 8,805,000 |
| Sonaecom SGPS | Authorized Bank overdrafts (note 12) | 2,500,000 | Oct-13 | - | - | 1,173,239 |
| WeDo USA | Bank loan | - | Apr-14/Oct-14/Apr-15 | - | 998,414 | 521,270 |
| Several | Bank overdrafts (note 12) | - | - | - | 102,272 | 3,646,059 |
| 1,100,686 | 14,145,568 | |||||
| 12,672,500 | 139,136,098 |
In March 2010, Sonaecom signed other Bond Loan, privately placed, in the amount of Euro 40 million, without guarantees and maturity of 5 years. The loan bear interest at floating rate indexed to Euribor, and paid semiannually. The issues was organised and mounted by Caixa - Banco de Investimento. These bond issues was traded on Euronext Lisbon market. During the year ended at 31 December 2013, following the merger, the Bond Loan of Euro was transferred to NOS.
In September 2011, Sonaecom signed a Bond Loan, privately placed, amounting to Euro 100 million without guarantees and with a maturity of three and half years. The bonds bear interest at floating rate, indexed to Euribor and paid semi-annually. This issue was organised and mounted by BNP Paribas, ING Belgium SA/NV and West LB AG. During the year ended at 31 December 2013, Portigon AG (previously named West LB AG), transferred an amount of Euro 33.300.000 (corresponding to its entire participation in the loan) state entity in German. During the year ended at 31 December 2013, following the merger between Optimus SGPS and ZON, the Bond Loan of Euro 100 million was transferred to NOS.
In July 2012, Sonaecom signed a Bond Loan, privately placed, amounting to Euro 20 million without guarantees and with the maturity of three years. The bonds bear interest at floating rate, indexed to Euribor and paid semiannually. This issue was organised and mounted by Banco BPI. During the year ended at 31 December 2013, following the merger between Optimus SGPS and ZON, the Boan Loan of Euro 20 million was fully reimbursed and, subsequently, transferred to NOS the capacity to use this facility, in the form of commercial paper by the same amount.
In May 2013, Sonaecom signed a Boan Loan, privately placed, amounting to Euro 20 million, without guarantees and with a maturity date of three years. The bond bear interest at floating rate indexed to Euribor and paid semiannually. This issue was organized and mounted by Caixa Económica Montepio Geral. This loan was repaid early in June 2014.
All the loans above are unsecured and the fulfilment of the obligations under these loans is exclusively guaranteed by the underlying activities and the indebted company cash flows generation capacity.
The average interest rate of the bond loans, in the period 2014, was 4.83% (2.48% in 2013).
In June 2010, Sonaecom contracted a Commercial Paper Programme Issuance with maximum amount of Euro 15 million with subscription grant and maturity of three years, organised by Caixa Económica Montepio Geral. In June 2013 an addition was made to the contract that lasted for one year, automatically renewable for equal periods up to a maximum of 5 years. In March 2014, this credit line was transferred to Sonae SGPS.
In July 2012, Sonaecom contracted a Commercial Paper Programme Issuance with a maximum amount of Euro 30 million with subscription grant and maturity of tree years, organised by Caixa Banco de Investimento and Caixa Geral de Depósitos.
Additionally, in the same period, Sonaecom contracted a Commercial Paper Programmes with a maximum of Euro 25 million with subscription grant and effective for a period of one year, organised by Banco Santander Totta. During the year ended at 31 December 2013, following the merger between Optimus SGPS and ZON, the two Commercial Paper Programme were fully reimbursed and, subsequently, transferred to NOS the capacity to use this facility.
In May 2013, Sonaecom contracted a Commercial Paper Programme Issuance with maximum amounts of 30 million with subscription grant and maturity of eighteen months, organised by Banco Espírito Santo de Investimento and Banco Espírito Santo. During the year ended at 31 December 2013, following the merger between Optimus SGPS and ZON, the Commercial Paper Programme of Euro 30 million was fully reimbursed and, subsequently, transferred to NOS the capacity to use this facility.
In June 2013, Sonaecom contracted a Commercial Paper Programme Issuance with a maximum amounts of 100 million with subscription grant and maturity of one year, organised by Banco Comercial Português. During the year ended at 31 December 2013, following the merger between Optimus SGPS and ZON, the Commercial Paper Programme of Euro 100 million was fully reimbursed and, subsequently, transferred to NOS the capacity to use this facility.
The average interest rate of the commercial papers, in the period of 2013, was 4.03%.
All the loans above are unsecured and the fulfilment of the obligations under these loans is exclusively guaranteed by the underlying activities and the indebted company cash flows generation capacity.
In April 2012, WeDo Americas contracted a long term loan, amounted to USD 7.5 million with the maturity of seven years, organised by Espirito Santo Bank. Repayment of this loan is due in 11 equal semi-annual payments, with the first made in April 2014.
On 30 June 2014, the main financial constraints (covenants) included in debt contracts are related with pledge clauses, which impose control over Wedo USA (regarding this company bank loan). The penalties applicable in the event of default in these covenants are generally the early payment of the loans obtained.
On 30 June 2014 and at present date, Sonaecom was fully compliant with all the financial constraints above mentioned.
Sonaecom has also a short term bank credit line, in the form of current or overdraft account commitment, in the amount of Euro 1 million. These credit lines, usually, have maturities up to one year, automatically renewable, except in case of termination by either party, with some periods of notice. During the year ended at 31 December 2013, following the merger between Optimus SGPS and ZON, the bank credit line of short-term portion amounting Euro 10 million of Banco Popular was transferred to NOS.
All these loans and bank credit lines bear interest at market rates, indexed to the Euribor for the respective te rm, and were all contracted in Euro.
At 30 June 2014 and 2013, the repayment schedule of medium and long-term loans and of interests (nominal values), for bonds, commercial paper and for WeDo Americas bank loan were as follows (values based on the latest interest rate established for each type of loan):
| Within 12 months |
Between 12 and 24 months |
Between 24 and 36 months |
Between 36 and 48 months |
Between 48 and 60 months |
Between 60 and 72 months |
|
|---|---|---|---|---|---|---|
| 2014 | ||||||
| Bond loan: | ||||||
| Reimbursements | - | - | - | - | - | - |
| Interests | - | - | - | - | - | - |
| Commercial paper: | ||||||
| Reimbursements | - | - | - | - | - | - |
| Interests | - | - | - | - | - | - |
| Other loans: | ||||||
| Reimbursements | - | 998,414 | 998,414 | 998,414 | 998,414 | - |
| Interests | 103,750 | 92,853 | 66,737 | 40,907 | 15,041 | - |
| 103,750 | 1,091,267 | 1,065,151 | 1,039,321 | 1,013,455 | - | |
| 2013 | ||||||
| Bond loan: | ||||||
| Reimbursements | - | 150,000,000 | 30,000,000 | - | - | - |
| Interests | 6,569,186 | 4,984,174 | 956,318 | - | - | - |
| Commercial paper: | - | - | - | |||
| Reimbursements | - | 30,000,000 | 30,000,000 | - | - | - |
| Interests | 2,690,353 | 1,712,233 | 95,725 | - | - | - |
| Other loans: | ||||||
| Reimbursements | - | 1,042,541 | 1,042,541 | 1,042,541 | 1,042,541 | 1,042,541 |
| Interests | 150,057 | 139,640 | 110,001 | 79,824 | 49,854 | 17,403 |
| 9,409,596 | 187,878,588 | 62,204,585 | 1,122,365 | 1,092,395 | 1,059,944 |
Although the maturity of commercial paper issuance is between one week to six months, the counterparties assumed the placement and the maintenance of those limits for a period of one to three years. As so, such liabilities are recorded in the medium and long term in the period ended at 30 June 2013.
Minority Shareholder loans have no maturity defined.
At 30 June 2014 and 2013, the available bank credit lines of the Group were as follows:
| Maturity | ||||||
|---|---|---|---|---|---|---|
| Amount | More than 12 | |||||
| Company | Credit | Limit | outstanding | Amount available | Until 12 months | months |
| 2014 | ||||||
| Sonaecom | Authorised overdrafts | 1,000,000 | - | 1,000,000 | x | |
| WeDo USA | Bank loan | 4,992,070 | 4,992,070 | - | x | x |
| Others | Several | - | 102,272 | - | x | |
| 5,992,070 | 5,094,342 | 1,000,000 | ||||
| 2013 (restated - note 1) | ||||||
| Sonaecom | Commercial paper | 100,000,000 | 100,000,000 | - | x | |
| Sonaecom | Commercial paper | 30,000,000 | 30,000,000 | - | x | |
| Sonaecom | Commercial paper | 30,000,000 | 30,000,000 | - | x | |
| Sonaecom | Commercial paper | 25,000,000 | 25,000,000 | - | x | |
| Sonaecom | Commercial paper | 15,000,000 | - | 15,000,000 | x | |
| Sonaecom | Bond loan | 100,000,000 | 100,000,000 | - | x | |
| Sonaecom | Bond loan | 40,000,000 | 40,000,000 | - | x | |
| Sonaecom | Bond loan | 20,000,000 | 20,000,000 | - | x | |
| Sonaecom | Bond loan | 20,000,000 | 20,000,000 | - | x | |
| Sonaecom | Overdraft facilities | 16,500,000 | 8,805,000 | 7,695,000 | x | |
| Sonaecom | Authorised overdrafts* | 10,000,000 | - | 10,000,000 | x | |
| Sonaecom | Authorised overdrafts | 2,500,000 | 1,173,239 | 1,326,761 | x | |
| WeDo USA | Bank loan | 5,733,975 | 5,733,975 | - | x | x |
| Others | Several | - | 3,646,059 | - | x | |
| 414,733,975 | 384,358,273 | 34,021,761 |
* Can also be used in the form of commercial paper
At 30 June 2014 and 2013, there are no interest rate hedging instruments therefore the total gross debit is exposed to changes in market interest rates.
At 30 June 2014 and 2013, this caption was made up of accounts payable to tangible and intangible assets suppliers related to lease contracts which are due in more than one year in the amount of Euro 352,681 and Euro 17,282,397, respectively. This variation is due to the derecognition of the financial liabilities ofthe telecommunications segment (note 3.d), in the year ended at 31 December 2013.
. At 30 June 2014 and 2013, the payment of these amounts was due as follows:
| 2014 | 2013 (restated - note 1) | |||
|---|---|---|---|---|
| Present value of | Present value of | |||
| Lease payments | lease payments | Lease payments | lease payments | |
| 2013 | - | - | 2,244,357 | 1,714,995 |
| 2014 | 104,793 | 92,937 | 3,942,138 | 3,012,109 |
| 2015 | 169,641 | 152,797 | 3,800,462 | 3,031,424 |
| 2016 | 154,380 | 144,529 | 3,013,661 | 2,400,318 |
| 2017 onwards | 133,420 | 129,905 | 12,493,165 | 10,330,748 |
| 562,234 | 520,168 | 25,493,783 | 20,489,594 | |
| Interests | (42,065) | - | (5,004,188) | - |
| 520,169 | 520,168 | 20,489,595 | 20,489,594 | |
| Short-term liability (note 18) | - | (167,487) | - | (3,207,197) |
| 520,169 | 352,681 | 20,489,595 | 17,282,397 |
The movements in provisions and in accumulated impairment losses in the periods ended at 30 June 2014 and 2013 (restated note 1) were as follows:
| Utilisations and | |||||
|---|---|---|---|---|---|
| Opening balance | Increases | Decreases | Transfers | Closing balance | |
| 2014 | |||||
| Accumulated impairment losses on accounts receivables | 3,999,525 | - | (153,500) | - | 3,846,025 |
| Accumulated impairment losses on inventories | 25,000 | - | - | - | 25,000 |
| Provisions for other liabilities and charges | 3,060,986 | 274,633 | (5,923) | (252,844) | 3,076,852 |
| 7,085,511 | 274,633 | (159,423) | (252,844) | 6,947,877 | |
| 2013 (restated - note 1) | |||||
| Accumulated impairment losses on accounts receivables | 82,895,444 | 13,351,071 | (5,135,307) | (17,076,374) | 74,034,834 |
| Accumulated impairment losses on inventories | 4,377,789 | 349,998 | (1,970,000) | (412,964) | 2,344,823 |
| Provisions for other liabilities and charges | 43,673,340 | 1,963,927 | (3,937,549) | (1,922,109) | 39,777,609 |
| 130,946,573 | 15,664,996 | (11,042,856) | (19,411,447) | 116,157,266 |
At 30 June 2014 the the amount of Euro 243,400 recorded in the (note 21), the amount of Euro 3,793 recorded in the profit and loss statement under the related to the financial actualization of the provisions for dismantling, as foreseen in IAS 16 Fixed Assets (note 1.c), and also the amount of Euro 27,440 recorded in the income statement in 'Gains and losses of associates and jointly controlled entities' related to the registration of the provision resulting from the application of the equity method of SIRS (note 8).
At 30 June 2013, the reinforcement of provisions and impairment losses in the amount of Euro 15,664,996, include the amount of Euro 14,570,981 on the reinforcement of provisions and impairment losses of discontinued operations and the amount of Euro 1,094,015 concerning continuing units. The increase of ' Provisions for other liabilities and charges' includes an amount of EUR
1,234,838 on the reinforcement of provisions and impairment losses of discontinued operations (Euro 33,580 are recorded in the income statement in ' Income Tax ' (note 21) and Euro 322,034 related to the dismantling as foreseen in IAS 16 - ' tangible assets ' (note 1.c), the amount of Euro 466,574 recorded in the income statement under the caption 'Income Tax ' (note 21) , the amount of Euro 13,450 recorded in the income statement under the caption 'Other financial expenses' relating to the restatement of the provision for dismantling as foreseen in IAS 16 - 'tangible assets' (note 1.c) , and also the amount of Euro 39,558 recorded in the income statement under the caption 'Gains and losses of associates and jointly controlled entities' on the registration of the provi sion resulting from the application of the equity method of SIRS (note 8).
At 30 June 2014, the decrease of 'Provisions for other liabilities and charges' includes the amount of Euro 5,923 recorded in the income statement under the caption 'Income Tax' (note 21).
At 30 June 2013, the decrease in provisions and impairment losses in the amount of Euro 11,042,856, include the amount of Euro 10,981,680 for the discontinued operations and the amount of Euro 61,176 concerning continuing units.
tilisations refers, essentially, to the utilisation of provisions for indemnity.
At 30 June 2014 and 2013, the breakdown of the provisions for other liabilities and charges is as follows:
| 2014 | 2013 (restated - note 1) |
|
|---|---|---|
| Several contingencies | 1,907,283 | 5,022,139 |
| Legal processes in progress | 245,865 | 3,102,463 |
| Dismantling | 158,358 | 14,319,433 |
| Indemnities | - | 540,277 |
| Other responsibilities | 765,346 | 16,793,297 |
| 3,076,852 | 39,777,609 |
At 30 June 2014, the value of provisions for the dismantling is recorded at its present value, accordingly with the dates of its utilization (in accordance with IAS 37 n The deviation includes the effect of the derecognition of the provisions associated to discontinued operations (note 3 d).
and for which an outflow of funds is probable.
In relation to the provisions recorded for legal processes in progress and other responsibilities, given the uncertainty of such proceedings, the Board of Directors is unable to estimate, with reliability, the moment when such provisions will be used and therefore no financial actualisation was carried out.
responsibilities osts charged to the current period or previous years, for which it is not possible to estimate reliably the time of occurrence of the expense (note 1.r), in the amount of circa Euro 441 thousand (circa 14.7 million in 2013). The variation is due to the derecognition of provisions related to NOS Comunicações, Be Artis and Be Towering (note 3.d).
At 30 June 2014, this caption includes the amount of Euro 167,487 (2013: Euro 3,207,197) related to the short term portion of lease contracts (note 16).
period ended at 30 June 2014 and 2013 had the following composition:
| 2014 | 2013 | |
|---|---|---|
| (restated - note 1) | ||
| Subcontracts | 12,361,773 | 12,271,167 |
| Specialised works | 2,783,637 | 2,387,582 |
| Rents | 2,706,940 | 2,908,691 |
| Travelling costs | 2,305,102 | 2,312,977 |
| Advertising and promotion | 1,489,279 | 1,511,736 |
| Communications | 726,725 | 244,383 |
| Energy | 667,907 | 117,480 |
| Fees | 624,800 | 631,469 |
| Maintenance and repairs | 327,191 | 105,143 |
| Commissions | 206,250 | 828,560 |
| Others | 848,351 | 577,634 |
| 25,047,955 | 23,896,822 |
The commitments assumed by the Group at 30 June 2014 and 2013 related to operational leases are as follows:
| 2014 | 2013 (restated - note 1) |
|
|---|---|---|
| Minimum payments of operational leases: | ||
| 2013 | - | 1,988,677 |
| 2014 | 2,185,757 | 2,322,092 |
| 2015 | 2,509,598 | 1,694,113 |
| 2016 | 2,029,632 | 1,223,886 |
| 2017 | 1,621,238 | 688,581 |
| 2018 | 1,096,198 | 455,673 |
| 2019 onwards | 107,562 | 175,444 |
| Renewable by periods of one year | 1,428,193 | 820,435 |
| 10,978,178 | 9,368,901 |
During the period ended at 30 June 2014, an amount of Euro 1,971,049 related with operational leasing rents, recorded essentially
Net financial results for the periods ended at 30 June 2014 and 2013 were made up as follows ((costs) / gains):
| 2014 | 2013 (restated - note 1) |
|
|---|---|---|
| Financial results of associates and jointly controlled companies: | ||
| Gains and losses related with the aplication of the equity method (note 8) | 8,973,641 | 229,422 |
| 8,973,641 | 229,422 | |
| Gains and losses on financial assets at fair value through profit or loss: | ||
| Gains and losses on financial assets at fair value through profit or loss (note 9) | (7,913,926) | - |
| Dividends obtained | 1,321,504 | - |
| (6,592,422) | - | |
| Financial expenses: | ||
| Interest expenses: | (662,337) | (6,342,490) |
| Bank loans | (508,482) | (6,116,373) |
| Leasing | (12,750) | (2,864) |
| Other interests | (141,105) | (223,253) |
| Foreign exchange losses | (564,167) | (544,520) |
| Other financial expenses | (388,923) | (229,199) |
| (1,615,427) | (7,116,209) | |
| Financial income: | ||
| Interest income | 1,251,360 | 39,347 |
| Foreign exchange gains | 475,763 | 533,586 |
| Others financial gains | 157,788 | 3,375 |
| 1,884,911 | 576,308 |
During the periods ended at 30 June 2014 and 2013 arned on treasury applications.
Income taxes recognised during the periods ended at 30 June 2014 and 2013 were made up as follows ((costs) / gains):
| 2014 | 2013 (restated - note 1) |
|
|---|---|---|
| Current tax | (161,404) | (757,826) |
| Tax provision net of reduction (note 17) | (237,477) | (466,573) |
| Deferred tax assets (note 11) | 544,388 | 16,706 |
| Deferred tax liabilities (note 11) | 88,971 | (662,932) |
| 234,478 | (1,870,625) |
During the periods ended at 30 June 2014 and 2013, the balances and transactions maintained with related parties were mainly associated with the normal operational activity of the Group and to the concession and obtainment of loans.
The most significant balances and transactions with related parties, which are listed in the appendix to this report, during the periods ended at 30 June 2014 and 2013 were as follows:
| Balances at 30 June 2014 | ||||
|---|---|---|---|---|
| Accounts receivable | Accounts payable | Treasury applications granted / (obtained) (notes 12 and 15) |
Other assets / (liabilities) |
|
| Holding company | ||||
| Sonae SGPS | (9,888) | (14,844) | ||
| Other related companies | ||||
| Artis | 1,306,180 | (8,962) | (1,620,674) | |
| ZOPT | 92,000 | (11,571,814) | 49,514 | |
| Modelo Continente Hipermercados, S.A. | 461,146 | 94,030 | (376,700) | |
| NOS Comunicações | 1,341,417 | 587,422 | (258,683) | |
| Raso Viagens | 28,330 | 302,492 | (10,293) | |
| SC-Sociedade de Consultadoria | 324,581 | (183,250) | ||
| Sierra Portugal | 368,652 | 2,145 | 279,320 | |
| Sonae Indústria PCDM | 266,027 | |||
| Sonaecenter II | 4,886,257 | 68,466 | (763,705) | |
| Worten | 37,510 | (2,256) | ||
| 9,102,212 | 1,043,337 | (11,571,814) | (2,899,315) |
| Accounts receivable | Accounts payable | Treasury applications granted / (obtained) (notes 12 and 15) |
Other assets / (liabilities) |
|
|---|---|---|---|---|
| Holding company | ||||
| Sonae SGPS | 2,539 | (12,999) | ||
| Other related companies | ||||
| Modelo Continente Hipermercados, S.A. | 677,670 | 153,614 | 185,292 | |
| Worten | 1,884,191 | 90,081 | (936,236) | |
| Sonaecenter II | 1,391,531 | 132,230 | 27,086 | |
| Sierra Portugal | 1,064,916 | 102,305 | ||
| Raso Viagens | 70,253 | 565,171 | 13,602 | |
| SC-Sociedade de Consultadoria | 167,131 | 111 | (120,111) | |
| Sonae Indústria PCDM | 518,390 | 29,022 | ||
| Sonae Investments BV | 3,352 | 6,810,000 | 3,367 | |
| France Telecom | 3,030,219 | 5,705,104 | (2,145,473) | |
| 8,806,840 | 6,649,663 | 6,810,000 | (2,854,145) |
| Transactions at 30 June 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Sales and services | Supplies and services received |
Interest and similar income / (expense) |
Supplementary | |||||
| rendered | (note 19) | (note 20) | income | |||||
| Holding company | ||||||||
| Sonae SGPS | 1,806 | (771) | 1,001,287 | |||||
| Other related companies | ||||||||
| Modelo Continente Hipermercados, S.A. | 424,121 | 88,420 | 19,418 | |||||
| Worten | 81,561 | 710 | ||||||
| Sonaecenter II | 7,505,478 | 134,949 | ||||||
| Sierra Portugal | 2,467,077 | 7,696 | ||||||
| Raso Viagens | 55,124 | 717,451 | ||||||
| SC-Sociedade de Consultadoria | 945,906 | |||||||
| Sonae Indústria PCDM | 536,760 | |||||||
| Sonae Investments BV | - | - | ||||||
| 12,017,833 | 948,455 | 1,001,287 | 19,418 |
| Transactions at 30 June 2013 (restated) | ||||
|---|---|---|---|---|
| Sales and services rendered |
Supplies and services received (note 19) |
Interest and similar income / (expense) (note 20) |
Supplementary income |
|
| Holding company | ||||
| Sonae SGPS | 11,672 | |||
| Other related companies | ||||
| Modelo Continente Hipermercados, S.A. | 1,952,583 | 515,526 | 78,538 | |
| Worten | 1,463,003 | 734,843 | 7 | |
| Sonaecenter II | 3,632,040 | 468,366 | ||
| Sierra Portugal | 3,416,578 | 492,082 | ||
| Raso Viagens | 143,313 | 1,356,998 | ||
| SC-Sociedade de Consultadoria | 684,591 | |||
| Sonae Indústria PCDM | 924,899 | |||
| Sonae Investments BV | 5,774 | |||
| France Telecom | 7,453,416 | 10,257,952 | ||
| 19,682,095 | 13,825,767 | 5,774 | 78,545 |
During 2012, the Group signed an agreement with Sonae SGPS, under which Sonae compromise to transfer to employees and board members of Sonaecom, Sonaecom SGPS shares, at the price of 1.184 euros, until 2016, as requested by Sonaecom and under the MTIP of Sonaecom. Under this contract, Sonaecom paid in advance to Sonae SGPS, SA the amount of Euro 3,291,520.
During 2013, Sonaecom partially anticipated the maturity of the contract, receiving the amount of Euro 4,444,207. At 11 July 2014 the company terminated this contract so, Sonae SGPS, SA will repay the remaining amount in debt.
The transactions between Group companies were eliminated in consolidation, and therefore are not disclosed in this note.
All the above transactions were made at market prices.
Accounts receivable and payable to related companies will be settled in cash and are not covered by guarantees. During the periods ended at 30 June 2014 and 2013, no impairment losses referring to account receivables from related parties were recognised.
A complete l
Guarantees provided to third parties at 30 June 2014 and 2013 were as follows:
| Company | Beneficiary | Description | 2014 | 2013 |
|---|---|---|---|---|
| WeDo | Caixa Geral de Depósitos | Bank loan (note 15) | 5,615,436 | 5,835,245 |
| Sonaecom | Direção de Contribuições e Impostos (Portuguese tax authorities) |
VAT Reimbursements | 1,435,379 | 5,955,731 |
| We Do, WeDo Brazil and WeDo Egypt | Digi Tecommunications; Emirates Telecom. Corp.; Group Etisalat; Scotia Leasing Panama; Pak Telecom Mobile; Asiacell Communications |
Completion of work to be done | 1,115,135 | 1,451,319 |
| We Do and Saphety | IAPMEI | HERMES' project and 'Value4cuopons' project - QREN |
392,707 | 392,707 |
| NOS Comunicações, Sontária, Sonaecom and Público |
Direção de Contribuições e Impostos (Portuguese tax authorities) |
240,622 | 9,015,764 | |
| NOS Comunicações | ICP - ANACOM | Acquisition of Spectrum for 4th generation | - | 24,000,000 |
| NOS Comunicações | Câmara Municipal de Barcelos, Chaves, Coimbra, Elvas, Lisboa, Mealhada and Oeiras (Barcelos, Chaves, Coimbra, Elvas, Lisboa, Mealhada and Oeiras Municipalities) |
Completion of work to be done | - | 83,823 |
| Several | Others | 326,228 | 1,072,629 | |
| 9,125,507 | 47,807,218 |
The deviation verified on guarantees is referred to the guarantees provided to third parties of telecommunications sector that are not part of the balance at 30 June 2014 (note3.d).
In addition to these guarantees were set up sureties for the current fiscal processes. The Sonae SGPS consisted of Sonaecom SGPS surety to the amount of Euro 2,844,270 and Sonaecom SGPS consisted of NOS Comunicações surety for the amount of Euro 10,503,072.
At 30 June 2014, the Board of Directors of the Group believes that the decision of the court proceedings an d ongoing tax assessments in progress will not have significant impacts on the consolidated financial statements.
Following the classification of the Telecommunications segment as a discontinued operation (note 3.d), were identified for the periods ended at 30 June 2014 and 2013 the following business segments:
These segments were identified taking into consideration the following criteria/conditions: the fact of being group units that develop activities where we can separately identify revenues and expenses, for which financial information is separately developed an d their operating results are regularly reviewed by management and over which decisions are made. For example, decisions about allocation of resources, for having similar products/services and also taking into consideration the quantitative threshold (in accordance with IFRS 7).
operations of the Group companies that have as their main activity the management of shareholdings.
Excluding the ones mentioned above, the remaining activities of the Group have been classified as unallocated.
Inter-segment transactions during the periods ended at 30 June 2014 and 2013 were eliminated in the consolidation process. All these transactions were made at market prices.
Inter-segment transfers or transactions were entered under the normal commercial terms and conditions that would also be available to unrelated third parties and were mainly related to interest on treasury applications and management fees.
During the year ended at 31 December 2013, the segment of telecommunications was classified as a discontinued operation, as a result of a merger, by the incorporation of Optimus SGPS in Zon (note 3.d). As set forth by IFRS 5, changes were made in the consolidated profit and loss statements for the period ended at 30 June 2014, in order to disclose a single amount in profit and loss statements related to net income/(loss) of discontinued operations (note 25).
Overall information by business segment at 30 June 2014 and 2013, prepared in accordance with the same accounting policies and measurement criteria adopted in the preparation of the consolidated financial statements, can be summarised as follows:
| Telecommunications | Multimedia | Information Systems | Holding Activities | Subtotal | Eliminations and others | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 2014 | June 2013 (restated - note 1) |
June 2014 | June 2013 (restated - note 1) |
June 2014 | June 2013 (restated - note 1) |
June 2014 | June 2013 (restated - note 1) |
June 2014 | June 2013 (restated - note 1) |
June 2014 | June 2013 (restated - note 1) |
June 2014 | June 2013 (restated - note 1) |
|
| Revenues: | ||||||||||||||
| Sales and services rendered | - | - | 7,728,420 | 9,311,275 57,885,551 | 55,599,423 | 161,661 | 1,762,911 | 65,775,632 | 66,673,609 | (154,895) | (9,167,487) | 65,620,737 | 57,506,122 | |
| Reversal of provisions | - | - | 153,500 | 44,000 | - | 16,470 | - | 706 | 153,500 | 61,176 | - | - | 153,500 | 61,176 |
| Other operating revenues | - | - | 263,999 | 112,324 | 255,216 | 484,797 | 54,842 | 52,540 | 574,057 | 649,661 | (1,743) | 39,778 | 572,314 | 689,439 |
| Total revenues | - | - | 8,145,919 | 9,467,599 58,140,767 | 56,100,690 | 216,503 | 1,816,157 | 66,503,189 | 67,384,446 | (156,638) | (9,127,709) | 66,346,551 | 58,256,737 | |
| Depreciation and amortisation | - | - | (256,090) | (455,454) (3,183,742) | (1,843,572) | (8,276) | (34,859) | (3,448,108) | (2,333,885) | (7,540) | (755,656) | (3,455,648) | (3,089,541) | |
| Provisions and impairment losses | - | - | - | - | - | (472,168) | - | (102,265) | - | (574,433) | - | - | - | (574,433) |
| Net operating income / (loss) for the segment | - | - (1,587,196) | (1,173,612) | 2,567,543 | 4,902,001 | (1,190,189) | (668,093) | (209,842) | 3,060,296 | (109,980) | (5,115,006) | (319,822) | (2,054,710) | |
| Interest income | - | - | 3,486 | 15,364 | 110,439 | 655,302 | 1,876,751 | 12,798,231 | 1,990,676 | 13,468,897 | (739,316) | (13,429,550) | 1,251,360 | 39,347 |
| Interest expenses | - | - | (247,776) | (213,361) | (618,480) | (1,099,579) | (529,926) | (6,296,151) | (1,396,182) | (7,609,091) | 733,845 | 1,266,601 | (662,337) | (6,342,490) |
| Gains and losses in associated companies | - | - | 89,581 | - | - | - | 8,934,020 | - | 9,023,601 | - | (49,960) | 229,422 | 8,973,641 | 229,422 |
| Gains and losses on financial assets at fair | ||||||||||||||
| value through profit or loss | - | - | - | - | - | - | (6,592,422) | - | (6,592,422) | - | - | - | (6,592,422) | - |
| Other financial results | - | - | (1,587) | (2,664) | (222,820) | (38,075) | (1,254,432) | 21,924,597 | (1,478,839) | 21,883,858 | 1,159,300 | (22,120,616) | (319,539) | (236,758) |
| Income taxation | - | - | 463,417 | 544,826 | (273,172) | (1,488,926) | 38,738 | (570,486) | 228,983 | (1,514,586) | 5,495 | (356,039) | 234,478 | (1,870,625) |
| Consolidated net income/(loss) for the period | ||||||||||||||
| excluding discontinued operations | - | - (1,280,075) | (829,447) | 1,563,510 | 2,930,723 | 1,282,540 | 27,188,098 | 1,565,975 | 29,289,374 | 999,384 | (39,525,188) | 2,565,359 | (10,235,814) | |
| Consolidated net income/(loss) for the period | ||||||||||||||
| of discontinued operations | - | 50,084,670 | - | - | - | - | - | - | - | 50,084,670 | - | - | - | 50,084,670 |
| Attributable to: | ||||||||||||||
| Shareholders of parent company | - | 50,084,670 (1,280,075) | (829,447) | 1,566,074 | 2,920,079 | 1,282,540 | 27,188,098 | 1,568,539 | 79,363,400 | 1,001,198 | (39,509,476) | 2,569,737 | 39,853,924 | |
| Non-controlling interests | - | - | - | - | (2,564) | 10,644 | - | - | (2,564) | 10,644 | (1,814) | (15,712) | (4,378) | (5,068) |
| Assets: | ||||||||||||||
| Tangible and intangible assets and goodwill | - | 1,493,918,684 | 860,718 | 3,713,948 77,751,139 | 77,979,897 | 51,526 | 273,870 | 78,663,383 | 1,575,886,399 | (28,358,817) | (117,961,005) | 50,304,566 | 1,457,925,394 | |
| Inventories | - | 19,115,457 | 316,268 | 444,848 | 44,062 | 246,418 | - | - | 360,330 | 19,806,723 | - | (35,030) | 360,330 | 19,771,693 |
| Financial investments | - | - | 950,636 | 212,954 | 2,494 | 1,240,435 | 651,058,276 | 1,058,901,760 | 652,011,406 | 1,060,355,149 | 51,606,247 | (1,059,061,280) | 703,617,653 | 1,293,869 |
| Other non-current assets | - | 91,698,329 | 3,570 | 3,570 | 6,218,495 | 6,412,210 173,333,642 | 514,571,506 | 179,555,707 | 612,685,615 | (173,619,841) | (515,356,326) | 5,935,866 | 97,329,289 | |
| Other current assets of the segment | - | 223,495,843 | 6,580,531 | 8,010,449 57,971,908 | 51,786,867 | 240,193,767 | 131,914,784 | 304,746,206 | 415,207,943 | (7,648,660) | (138,411,354) | 297,097,546 | 276,796,589 | |
| Liabilities: | ||||||||||||||
| Liabilities of the segment | - | 771,540,437 15,469,399 | 17,087,675 74,356,076 | 73,270,368 | 15,575,287 | 387,353,776 | 105,400,762 | 1,249,252,256 | (26,785,448) | (475,223,684) | 78,615,314 | 774,028,572 | ||
| CAPEX | - | 49,353,085 | 215,951 | 226,989 | 2,670,865 | 3,198,678 | 7,023,078 | 15,263,199 | 9,909,894 | 68,041,951 | (1,479,810) | (43,443,827) | 8,430,084 | 24,598,124 |
During the periods ended at 30 June 2014 and 2013, the inter-segments sales and services were as follows:
| Multimedia | Information Systems |
Holding Activities | |
|---|---|---|---|
| 2014 | |||
| Multimedia | - | 62,016 | (4,444) |
| Information Systems | 294 | - | 166,104 |
| Holding Activities | - | 16,484 | - |
| External trade debtors | 7,728,126 | 57,807,051 | 1 |
| 7,728,420 | 57,885,551 | 161,661 | |
| 2013 (restated - note 1) | |||
| Telecommunications | - | 6,545,027 | 1,558,469 |
| Multimedia | - | 22,880 | 70,407 |
| Information Systems | 294 | - | 143,952 |
| Holding Activities | 1,800 | 3,924 | - |
| External trade debtors | 9,309,181 | 49,027,592 | (9,917) |
| 9,311,275 | 55,599,423 | 1,762,911 |
During the periods ended 30 June 2014 and 2013, sales and services rendered of the several segments were obtained predominantly in the Portuguese market, this market represents more than 90% of revenue for the segments of Multimedia and Activities Holdi ng.
During the period ended 30 June 2014, also for the Information Systems segment the Portuguese market is dominant, accounting for 57% of revenue (52.2% in 2013) followed by the Brazilian and American markets, representing 6.4% and 4.9% of revenue (8.7% and 7.2% in 2013), respectively.
The financial statements of NOS at 30 June 2014 and 31 December 2013 incorporated in the consolidated financial statements of Sonaecom through ZOPT by the equity method (Notes 3.d and 8), can be summarized as follows:
| (Amounts expressed in thousands of Euro) | June 2014 | December 2013 (restated) |
|---|---|---|
| Assets | ||
| Tangible assets | 1,084,710 | 1,096,823 |
| Intangible assets | 1,123,040 | 1,136,433 |
| Deferred tax assets | 134,919 | 149,431 |
| Other non-current assets | 57,855 | 61,143 |
| Non-current assets | 2,400,524 | 2,443,830 |
| Trade debtors | 310,672 | 276,630 |
| Cash and cash equivalents | 42,799 | 74,380 |
| Other current assets | 117,335 | 103,830 |
| Current assets | 470,806 | 454,840 |
| Total assets | 2,871,330 | 2,898,670 |
| Liabilities | ||
| 705,748 | 928,239 | |
| Provisions for other liabilities and charges | 95,820 | 101,770 |
| Other non-current liabilities | 51,005 | 46,222 |
| Non-current liabilities | 852,573 | 1,076,231 |
| Short-term loans and other loans | 424,918 | 213,431 |
| Trade creditors | 284,534 | 296,823 |
| Other current liabilities | 275,661 | 251,973 |
| Current liabilities | 985,113 | 762,227 |
| Total liabilities | 1,837,686 | 1,838,457 |
| 1,023,789 | 1,050,598 | |
| Non-controlling interests | 9,855 | 9,615 |
| 1,033,644 | 1,060,213 | |
| 2,871,330 | 2,898,670 |
| (Amounts expressed in thousands of Euro) | June 2014 | December 2013 (restated) |
|---|---|---|
| Total revenue | 682,319 | 990,259 |
| Costs and losses | ||
| Direct costs and External supplies and services | (290,499) | (413,817) |
| Depreciation and amortisation | (170,103) | (243,070) |
| Other operating costs | (136,156) | (254,869) |
| (596,758) | (911,756) | |
| Financial results | (29,354) | (50,811) |
| Income taxation | (12,121) | (16,433) |
| Consolidated net income/(loss) for the period | 44,086 | 11,259 |
| Consolidated net income/(loss) for the period attributed to non-controlling interests | 410 | 449 |
| Attributed to shareholders of parent company | 43,676 | 10,810 |
The net income (loss) for the period of discontinued operations are detailed as follows:
| 27 August 2013 | 30 June 2013 | |
|---|---|---|
| Sales | 18,822,654 | 13,567,578 |
| Services rendered | 440,084,032 | 327,956,766 |
| Other operating revenues | 6,045,835 | 4,454,895 |
| 464,952,521 | 345,979,239 | |
| Cost of sales | (21,479,154) | (15,027,926) |
| External supplies and services | (229,074,114) | (169,536,431) |
| Staff expenses | (30,726,186) | (23,073,970) |
| Depreciation and amortisation | (93,347,815) | (68,894,509) |
| Provisions and impairment losses | (8,852,793) | (3,233,687) |
| Other operating costs | (9,723,657) | (9,709,348) |
| (393,203,719) | (289,475,871) | |
| Other financial expenses | (2,092,284) | (1,923,248) |
| Other financial income | 2,697,674 | 1,834,458 |
| Current income / (loss) | 72,354,192 | 56,414,578 |
| Income taxation | 2,839,693 | (6,329,908) |
| 75,193,885 | 50,084,670 | |
| Gain/(Loss) resulting from the disposal (note 3.d) | (8,949,665) | - |
| Net income/(loss) for the period of discontinued operations | 66,244,220 | 50,084,670 |
The net income/(loss) from discontinued operations in column of 27 August 2013 consists on net income generated by companies associated with the telecommunications segment until the date of merger of Optimus SGPS with ZON (note 3 d) in the amount of Euro 75,193,885 and loss calculatedwith the operation in the amount of Euro 8,949,665.
Earnings per share, basic and diluted, are calculated by dividing the consolidated net income attributable to the Group (Euro 2,569,737 in 2014 and Euro 39,853,924 in 2013) by the average number of shares outstanding during the periods ended at 30 June 2014 and 2013, net of own shares (324,071,300 in 2014 and 361,206,812 in 2013).
In June 2000, Sonaecom Group created a discretionary Medium Term Incentive Plan, for more senior employees, based on Sonaecom options and shares and Sonae-SGPS, S.A. shares. The vesting occurs three years after the award of each plan, assuming that the employees are still employed in the Group, during that period.
The Sonaecom plans outstanding at 31 December 2013 can be summarised as follows:
| Vesting period | 31 December 2013 | ||||
|---|---|---|---|---|---|
| Share price at award | Aggregate number | Number of | |||
| date* | Award date | Vesting date | of participations | shares | |
| Sonaecom shares | |||||
| 2010 Plan | 1.399 | 10-Mar-11 | 10-Mar-14 | 44 | 477,778 |
| 2011 Plan | 1.256 | 09-Mar-12 | 10-Mar-15 | 45 | 540,805 |
| 2012 Plan | 1.505 | 08-Mar-13 | 10-Mar-16 | 46 | 406,903 |
| Sonae SGPS shares | |||||
| 2010 Plan | 0.811 | 10-Mar-11 | 10-Mar-14 | 2 | 214,640 |
| 2011 Plan | 0.401 | 09-Mar-12 | 10-Mar-15 | 2 | 419,985 |
| 2012 Plan | 0.701 | 08-Mar-13 | 10-Mar-16 | 2 | 163,966 |
*Average share price in the month prior to the award date for Sonaecom shares and the lower of the average share price for the month prior to the Annual General Meeting and the share price on the day after the Annual General Meeting, for Sonae SGPS shares.
At 10 March 2014, Sonaecom shares plans were fully converted into Sonae SGPS shares. This conversion was based on the terms set out in Tender offer for the general and voluntary acquisition of own shares at 20 February 2014, referred to in Note 13 to determine the fair value of Sonaecom plans, and based on the price of shares Sonae SGPS.
The conversion of the plans was based Sonaecom / Sonae SGPS implied ratio arising from the tender offer (1 Sonaecom Share approximately 2.05 Sonae SGPS shares).
After conversion, at 10 March 2014, the converted plans can be detailed as follows:
| Vesting period | 10 March 2014 | ||||
|---|---|---|---|---|---|
| Share price at 20.02.2014* |
Award date | Vesting date | Aggregate number of participations |
Number of shares |
|
| Sonae SGPS shares ( Arising from the conversion of | |||||
| Sonaecom plans) | |||||
| 2010 Plan | 1.258 | 10-Mar-11 | 10-Mar-14 | 46 | 1,003,507 |
| 2011 Plan | 1.258 | 09-Mar-12 | 10-Mar-15 | 48 | 1,132,008 |
| 2012 Plan | 1.258 | 08-Mar-13 | 10-Mar-16 | 50 | 863,405 |
*Share price of the day of publication ofthe results of the Tender Offer
The 2010 plan was delivered in March 2014 for all companies except for Sonaecom SGPS, SA, whose delivery was in May 2014. Accordingly, the outstanding plans at 30 June 2014 are as follows:
| Vesting period | 30 June 2014 | ||||
|---|---|---|---|---|---|
| Share price at 30 June | Aggregate number | Number of | |||
| 2014/ Award date | Award date | Vesting date | of participations | shares | |
| Sonae SGPS shares (Arising from the conversion of | |||||
| Sonaecom plans) | |||||
| 2011 Plan | 1.199 | 09-Mar-12 | 10-Mar-15 | 46 | 1,154,078 |
| 2012 Plan | 1.199 | 08-Mar-13 | 10-Mar-16 | 48 | 877,848 |
| Sonae SGPS shares | |||||
| 2011 Plan | 0.401 | 09-Mar-12 | 10-Mar-15 | 2 | 431,413 |
| 2012 Plan | 0.701 | 08-Mar-13 | 10-Mar-16 | 2 | 168,427 |
| 2013 Plan | 1.199 | 10-Mar-14 | 10-Mar-17 | 219 | 1,813,240 |
The 2013 Plan includes 167 employees of WeDo Group following the adoption by these companies of the same medium term incentives plans that the rest of the group.
| Sonaecom shares | Sonae SGPS shares |
||||
|---|---|---|---|---|---|
| Aggregate number of participations |
Number of shares | Aggregate number of participations |
Number of shares | ||
| Outstanding at 31 December 2013: | |||||
| Unvested | 135 | 1,425,486 | 6 | 798,591 | |
| Total | 135 | 1,425,486 | 6 | 798,591 | |
| Movements in the period: | |||||
| Awarded | - | - | 219 | 1,765,212 | |
| Converted | (135) | (1,425,486) | 135 | 2,923,738 | |
| Vested | - | - | (48) | (1,218,147) | |
| Cancelled / elapsed / corrected / transfers (1) | - | - | 5 | 175,612 | |
| Outstanding at 30 June 2014: | |||||
| Unvested | - | - | 317 | 4,445,006 | |
| Total | - | - | 317 | 4,445,006 |
(1) Corrections are made for dividends paid and changes to capital and other adjustments including those resulting from changes in the maturity of the MTIP, which may now be made through shares at a discount.
The responsibility of the plans was recognized under the caption 'Other current liabilities' and 'Other non-current liabilities'. Sonae SGPS shares plans (excluding the Sonaecom shares plans converted into Sonae SGPS shares plans), the group entered into hedging contracts with external entities, and the liabilities are calculated based on the agreed price. The contracts mentioned the above can be summarized as follows:
| Sonae SGPS shares | Sonaecom shares | Total | ||||
|---|---|---|---|---|---|---|
| 2011 Plan | 2012 Plan | 2011 Plan | ||||
| Notional value | 323,727 | 268,451 | 492,439 | 1,084,617 | ||
| Maturity | Mar-15 | Mar-16 | Dec-16 | |||
| Level of inputs in the hierarchy of fair value | Level 2 | |||||
| Valuation method | Current replacement cost | |||||
| Fair value* | 632,845 | 192,551 | 281,929 | 1,107,325 |
* Used the share price of 30 June 2014 in the determination of the fair value.
In 11 July 2014 Sonaecom ceased the contract that has with Sonae SGPS, SA, for 2011 Plan in which it undertook to make the transfer of shares to employees Sonaecom SGPS group by indication Sonaecom and under the incentive plans medium term.
Share plans costs are recognised in the accounts over the year between the award and the vesting date of those shares. The costs recognised in previous years and in the period ended at 30 June 2014, were as follows:
| Sonaecom shares | Sonae SGPS shares |
NOS SGPS shares | Total | |
|---|---|---|---|---|
| Costs recognised in previous years | 29,602,457 | 4,310,802 | 279,519 | 34,192,778 |
| Costs recognised in the period | 167,711 | 580,238 | 20,039 | 767,988 |
| Impact of conversion | (1,251,767) | 2,386,427 | - | 1,134,660 |
| Costs of plans vested in previous years | (28,518,401) | (4,047,509) | - | (32,565,910) |
| Costs of plans vested in the period | - | (1,279,208) | - | (1,279,208) |
| Total cost of the plans | - | 1,950,750 | 299,558 | 2,250,308 |
| Responsability of plans | 281,929 | 2,776,146 | 299,558 | 3,357,633 |
| Fair value of hedging contracts | (281,929) | (825,396) | - | (1,107,325) |
| Recorded in 'Cash ans cash equivalents' (1) | - | - | (43,048) | (43,048) |
| Recorded in 'Other current liabilities' | - | 1,184,594 | 172,986 | 1,357,580 |
| Recorded in 'Other non-current liabilities' | - | 766,156 | 169,620 | 935,776 |
| Recorded in reserves | - | - | - | - |
(1) Sonaecom partially anticipated maturity of the hedge contract with Sonae SGPS, which caused a refund for the current market value of the shares Sonaecom.
At 10 March 2014, Sonaecom shares plans were fully converted into Sonae SGPS shares. This conversion was based on the terms of trade set out in the Tender Offer, at 20 February 2014, referred to in Note 13 to determine the fair value of the plans and, based on the share prices Sonae SGPS. Thus, the number of Sonae SGPS shares to be delivered to the company employees was determined. As set forth by IFRS 2, the responsibility of each plan over the period between the award date and the conversion date, amounted to Euro 2,317,853 was recognised under the caption 'Other current liabilities' and' Other non-current liabilities' with a corresponding entry in the equity.
In 27 August 2013, part of the Sonaecom and Sonae SGPS plans outstanding were converted to NOS plans. The conversion of the Sonaecom plans was made according to the merger ratio, but the conversion of Sonae SGPS plans was made according to the fair value of the shares. This decision was duly approved by the Board Nominations and Remunerations Committee. The cost of NOS plans was recognized until 30 September 2013, date on which NOS started to take responsibility for them. The responsibility of these plans was calculated based on share price of 30 September 2013 and was and er non- .
On 18 July, Sonaecom Group acquired a 60% share capital stake on S21Sec, a multinational, with headquarters in Madrid, specialized in Cyber Security services and technologies with the purpose of protecting data, operations and corporate image.
These consolidated financial statements were approved by the Board of Directors on 5 August 2014.
These financial statements are a translation of financial statements originally issued in Portuguese in acc ordance with International Financial Reporting Standards (IAS / IFRS) as adopted by the European Union and the format and disclosures required by those Standards, some of which may not conform to or be required by generally accepted accounting principles i n other countries. In the event of discrepancies, the Portuguese language version prevails.
| Key management personnel - Sonaecom | ||||||
|---|---|---|---|---|---|---|
| Ângelo Gabriel Ribeirinho dos Santos Paupério | Maria Cláudia Teixeira de Azevedo | |||||
| António Bernardo Aranha da Gama Lobo Xavier |
| Key management personnel - Sonae SGPS | |||||||
|---|---|---|---|---|---|---|---|
| Álvaro Carmona e Costa Portela | Christine Cross | ||||||
| Álvaro Cuervo Garcia | Duarte Paulo Teixeira de Azevedo | ||||||
| Belmiro de Azevedo | José Manuel Neves Adelino | ||||||
| Bernd Hubert Joachim Bothe | Michel Marie Bon |
| Sonae/Efanor/NOS Group Companies | |||||||
|---|---|---|---|---|---|---|---|
| 3shoppings - Holding,SGPS, S.A | BIG Picture 2 Films | ||||||
| ADD Avaliações Eng. A.e Pericias, Ltda | Bloco Q-Sociedade Imobiliária,SA | ||||||
| Adlands B.V. | Bloco W-Sociedade Imobiliária,SA | ||||||
| Aegean Park,SA | BOM MOMENTO - Restauração, S.A. | ||||||
| Agepan Eiweiler Management GmbH | Canasta-Empreendimentos Imobiliários,SA | ||||||
| Agepan Tarket Laminate Park GmbH Co. KG | Cape Technologies Limited | ||||||
| Agloma Investimentos, Sgps, S.A. | Carnes do Continente-Ind.Distr.Carnes,SA | ||||||
| Agloma-Soc.Ind.Madeiras e Aglom.,SA | Carvemagere-Manut.e Energias Renov., Lda | ||||||
| Airone - Shopping Centre, Srl | Casa da Ribeira - Hotelaria e Turismo,SA | ||||||
| ALEXA Administration GmbH | Casa da Ribeira-Sociedade Imobiliária,SA | ||||||
| ALEXA Holding GmbH | Cascaishopping- Centro Comercial, S.A. | ||||||
| ALEXA Shopping Centre GmbH | Cascaishopping Holding I, SGPS, S.A. | ||||||
| Algarveshopping- Centro Comercial, S.A. | CCCB Caldas da Rainha-Centro Com., SA | ||||||
| Aqualuz - Turismo e Lazer, Lda | Centro Colombo- Centro Comercial, S.A. | ||||||
| Arat Inmuebles, S.A. | Centro Residencial da Maia,Urban.,SA | ||||||
| ARP Alverca Retail Park, SA | Centro Vasco da Gama-Centro Comercial,SA | ||||||
| Arrábidashopping- Centro Comercial, S.A. | Chão Verde-Soc.Gestora Imobiliária,SA | ||||||
| Aserraderos de Cuellar,SA | Cinclus Imobiliária,SA | ||||||
| Atelgen-Produção Energia, ACE | Citorres-Sociedade Imobiliária,SA | ||||||
| Atlantic Ferries-Tráf.Loc,Flu.e Marít,SA | Coimbrashopping- Centro Comercial, S.A. | ||||||
| Avenida M-40 B.V. | Colombo Towers Holding, BV | ||||||
| Azulino Imobiliária, S.A. | Companhia Térmica Hectare, ACE | ||||||
| BA Business Angels, SGPS, SA | Companhia Térmica Tagol, Lda. | ||||||
| BA Capital, SGPS | Contacto Concessões, SGPS, S.A. | ||||||
| BB Food Service, SA | Contibomba-Comérc.Distr.Combustiveis,SA | ||||||
| Be Artis-Conc.,Const.e Gest.Redes Com,SA | Contimobe-Imobil.Castelo Paiva,SA | ||||||
| Be Towering-Gestão de Torres de Telec,SA | Continente Hipermercados, S.A. | ||||||
| Beeskow Holzwerkstoffe | Country Club da Maia-Imobiliaria,SA | ||||||
| Beralands BV | Craiova Mall BV | ||||||
| Bertimóvel - Sociedade Imobiliária, S.A. | Cronosaúde - Gestão Hospitalar, S.A. |
| CTE-Central Termoeléct. do Estuário, Lda | Glunz Uka Gmbh |
|---|---|
| Cumulativa - Sociedade Imobiliária, S.A. | Golf Time-Golfe e Invest. Turísticos, SA |
| Darbo SAS | Guimarãeshopping- Centro Comercial, S.A. |
| Harvey Dos Iberica, S.L. | |
| Discovery Sports, SA | Herco Consul.Riscos Corret.Seguros, Ltda |
| Distodo Distribui e Logist,Lda | Herco, Consultoria de Risco, S.A. |
| Dortmund Tower GmbH | HighDome PCC Limited |
| Dos Mares - Shopping Centre B.V. | Iberian Assets, SA |
| Dos Mares-Shopping Centre, S.A. | Igimo-Sociedade Imobiliária,SA |
| Dreamia, B.V | Iginha-Sociedade Imobiliária,SA. |
| Dreamia, Serv de Televisão, SA | Imoareia - Invest. Turísticos, SGPS, SA |
| Ecociclo - Energia e Ambiente, SA | IMOBEAUTY, S.A. |
| Ecociclo II | Imobiliária da Cacela, S.A. |
| Edições Book.it, S.A. | Imoclub-Serviços Imobilários,SA |
| Efanor Investimentos, SGPS, S.A. | Imoconti- Soc.Imobiliária,SA |
| Efanor Serviços de Apoio à Gestão, S.A. | Imodivor - Sociedade Imobiliária, S.A. |
| Empracine-E.Pro.Act. Cinem,Lda | Imoestrutura-Soc.Imobiliária,SA |
| Empreend.Imob.Quinta da Azenha,SA | Imohotel-Emp.Turist.Imobiliários,SA |
| Enerlousado-Recursos Energéticos, Lda. | Imomuro-Sociedade Imobiliária,SA |
| Equador & Mendes,Lda | Imopenínsula - Sociedade Imobiliária, SA |
| Estação Viana - Centro Comercial, S.A. | Imoplamac Gestão de Imóveis,SA |
| Estêvão Neves-Hipermercados Madeira,SA | Imoponte-Soc.Imobiliaria,SA |
| Euroresinas-Indústrias Quimicas,SA | Imoresort - Sociedade Imobiliária, S.A. |
| Farmácia Selecção, SA | Imoresultado-Soc.Imobiliaria,SA |
| Fashion Division Canárias, SL | Imosedas-Imobiliária e Seviços,SA |
| Fashion Division, S.A. | Imosistema-Sociedade Imobiliária,SA |
| Feneralt-Produção de Enercia, ACE | Impaper Europe GmbH |
| FINSTAR-Socied.Investim.Par SA | Implantação - Imobiliária, S.A. |
| Fozimo-Sociedade Imobiliária,SA | Infofield-Informática,SA |
| Fozmassimo - Sociedade Imobiliária, SA | Inparsa - Gestão Galeria Comercial, SA |
| Freccia Rossa- Shopping Centre S.r.l. | Inparvi SGPS, SA |
| Fundo de Invest. Imobiliário Imosede | Integrum - Energia, SA |
| Fundo Esp.Inv.Imo.Fec. WTC | Integrum ACE, SA |
| Fundo I.I. Parque Dom Pedro Shop.Center | Integrum Colombo Energia, SA |
| Fundo Invest. Imobiliário Imosonae Dois | Integrum Engenho Novo - Energia, S.A. |
| Fundo Invest.Imob.Shopp. Parque D.Pedro | INTEGRUM II - ENERGIA, S.A. |
| Gaiashopping I- Centro Comercial, S.A. | INTEGRUM III - ENERGIA, S.A. |
| Gaiashopping II- Centro Comercial, S.A. | Integrum Martim Longo - Energia, S.A. |
| GHP Gmbh | Integrum Vale do Caima - Energia, SA |
| Gli Orsi Shopping Centre 1 Srl | Integrum Vale do Tejo - Energia, SA |
| Glunz AG | Interlog-SGPS,SA |
| Glunz Service GmbH | Invesaude - Gestão Hospitalar S.A. |
| Glunz UK Holdings Ltd | Ioannina Develop. of Shopping Centers SA |
La Farga - Shopping Center, SL MSTAR, SA Land Retail B.V. Münster Arkaden BV Larim Corretora de Resseguros, Ltda Norte Shop. Retail and Leisure Centre BV Larissa Develop. of Shopping Centers, SA Norteshopping-Centro Comercial, S.A. Lazam MDS Corretora e Adm. Seguros, SA NOS AÇORES COMUNICAÇÕES, S.A. Le Terrazze - Shopping Centre 1 Srl NOS Comunicações, S.A. Libra Serviços, Lda. NOS Lusomundo Audiovisuais, S.A. Loop 5 - Shopping Centre, GmbH NOS Lusomundo Cinemas, SA Lusomundo España, SL NOS Lusomundo TV, S.A. Lusomundo Imobiliária 2, SA NOS MADEIRA COMUNICAÇÕES, S.A. Lusomundo Moçambique, Lda NOS PUB, Publicidade e Conteúdos, S.A. Lusomundo Soc. Inv. Imob. SA NOS, SGPS, S.A. Luz del Tajo - Centro Comercial S.A. Nova Equador Internacional,Ag.Viag.T,Ld Luz del Tajo B.V. Nova Equador P.C.O. e Eventos Madeirashopping- Centro Comercial, S.A. Novobord (PTY) Ltd. Maiashopping- Centro Comercial, S.A. Novodecor (PTY), LTD Maiequipa-Gestão Florestal,SA OSB Deustchland Gmbh Marcas do Mundo-Viag. e Turismo Unip,Lda Paracentro - Gest.de Galerias Com., S.A. Marcas MC, ZRT Pareuro, BV Marina de Tróia S.A. Park Avenue Develop. of Shop. Centers SA Marinamagic-Expl.Cent.Lúdicos Marít,Lda Parklake Shopping Srl Marmagno-Expl.Hoteleira Imob.,SA Parque Atlântico Shopping - C.C., SA Martimope-Empreendimentos Turísticos, SA Parque D. Pedro 1 B.V. Marvero-Expl.Hoteleira Imob.,SA Parque de Famalicão - Empr. Imob., S.A. MDS Affinity-Sociedade de Mediação Lda Parque Principado SL MDS Africa SGPS, S.A. Pátio Boavista Shopping Ltda. MDS Auto - Mediação de Seguros, SA Pátio Campinas Shopping Ltda MDS Corretor de Seguros, SA Pátio Goiânia Shopping Ltda Mds Knowledge Centre, Unipessoal, Lda Pátio Londrina Empreend.e Particip.Ltda MDS Malta Holding Limited Pátio Penha Shopping Ltda. MDS, SGPS, SA Pátio São Bernardo Shopping Ltda Megantic BV Pátio Sertório Shopping Ltda Miral Administração Corretagem Seg, Ltda Pátio Uberlândia Shopping Ltda MJLF-Empreendimentos Imobiliários, SA PCJ - Público, Comunicação e Jornalismo, S.A. Modalfa-Comércio e Serviços,SA Peixes do Continente-Ind.Dist.Peixes,SA MODALLOOP - Vestuário e Calçado, SA Per-Mar-Sociedade de Construções,SA Modelo - Dist.de Mat. de Construção,S.A. Pharmaconcept - Actividades em Saúde, SA Modelo Continente Hipermercados,SA PHARMACONTINENTE - Saúde e Higiene, S.A. Modelo Continente International Trade,SA PJP - Equipamento de Refrigeração, Lda Modelo Hiper Imobiliária,SA Plaza Eboli B.V.
Movelpartes-Comp.para Ind.Mobiliária,SA Plaza Mayor Holding, SGPS, S.A.
Isoroy SAS Movimento Viagens-Viag. e Turismo U.Lda Pantheon Plaza BV Modelo.com-Vendas p/Correspond.,SA Plaza Eboli - Centro Comercial S.A.
Plaza Mayor Parque de Ócio B.V. Ronfegen-Recursos Energéticos, Lda. Plaza Mayor Parque de Ocio,SA RSI Corretora de Seguros, Ltda Plaza Mayor Shopping B.V. S.C. Microcom Doi Srl Plaza Mayor Shopping, SA Poliface North America Saphety Brasil Transações Eletrônicas Ltda. Porturbe-Edificios e Urbanizações,SA Powercer-Soc.de Cogeração da Vialonga,SA Saúde Atlântica - Gestão Hospitalar, SA Praedium - Serviços, SA SC Aegean B.V. Praedium II-Imobiliária,SA SC Assets SGPS, SA Praedium SGPS, SA SC Finance BV Praesidium Services Limited SC For-Serv.Form.e Desenv.R.H.,Unip.,Lda Predicomercial-Promoção Imobiliária,SA SC Mediterranean Cosmos B.V. Predilugar - Sociedade Imobiliária, SA SC, SGPS, SA Prédios Privados Imobiliária,SA SC-Consultadoria,SA Predisedas-Predial das Sedas,SA SC-Eng. e promoção imobiliária,SGPS,S.A Proj. Sierra Germany 4 (four)-Sh.C.GmbH SCS Beheer,BV Proj. Sierra Italy 2 - Dev.of Sh.C. Srl SDSR - Sports Division 2, S.A. Proj.Sierra Germany 2 (two)-Sh.C.GmbH SDSR - Sports Division SR, S.A. Project 4, Srl Selifa-Empreendimentos Imobiliários,SA Project SC 1 BV Sempre à Mão - Sociedade Imobiliária,SA Project SC 2 BV Sesagest-Proj.Gestão Imobiliária,SA Project Sierra 10 BV Sete e Meio - Invest. Consultadoria, SA Project Sierra 11 BV Sete e Meio Herdades-Inv. Agr. e Tur.,SA Project Sierra 12 BV Shopping Centre Colombo Holding, BV Project Sierra 2 B.V. Shopping Centre Parque Principado B.V. Project Sierra 6 BV SIAL Participações, Lda Project Sierra 8 BV Sierra Asia Limited Project Sierra Four Srl Sierra Berlin Holding BV Project Sierra Spain 1 B.V. Sierra Brazil 1 B.V. Project Sierra Spain 2 B.V. Sierra Central S.A.S. Project Sierra Spain 2-Centro Comer. SA Sierra Developments Holding B.V. Project Sierra Spain 3 B.V. Sierra Developments, SGPS, S.A. Project Sierra Spain 3-Centro Comer. SA Sierra Enplanta Ltda Project Sierra Two Srl Sierra European R.R.E. Assets Hold. B.V. Promessa Sociedade Imobiliária, S.A. Sierra Germany GmbH Quorum Corretores de Seguros Ltda Sierra Greece, S.A. Racionaliz. y Manufact.Florestales,SA Sierra Investimentos Brasil Ltda Raso - Viagens e Turismo, S.A. Sierra Investments (Holland) 1 B.V. Raso, SGPS, SA Sierra Investments (Holland) 2 B.V. River Plaza BV Sierra Investments Holding B.V. River Plaza Mall, Srl Sierra Investments SGPS, S.A. Rochester Real Estate,Limited Sierra Italy Holding B.V.
Sierra GP Limited
Sierra Italy Srl Soira-Soc.Imobiliária de Ramalde,SA Sierra Management Germany GmbH Solinca - Eventos e Catering, SA Sierra Management Italy S.r.l. Solinca - Health & Fitness, SA Sierra Management Romania, Srl Solinca - Health and Fitness, SA Sierra Management, SGPS, S.A. Solinca-Investimentos Turísticos,SA Sierra Portugal, S.A. Solinfitness - Club Malaga, S.L. Sierra Portugal, SA Sierra Project Nürnberg BV Solingen Shopping Center GmbH Sierra Property Management Greece, SA SOLSWIM-Gestão e Expl.Equip.Aquáticos,SA Sierra RE Greece BV Sierra Reval-PM Mark. and Consult., Inc Soltroia-Imob.de Urb.Turismo de Tróia,SA Sierra Romania Sh. Centers Services Srl Somit Imobiliária Sierra Services Holland 2 BV Somit Imobiliária,SA Sierra Services Holland B.V. SONAE - Specialized Retail, SGPS, SA Sierra Solingen Holding GmbH Sonae Capital Brasil, Lda Sierra Spain 2 Services, S.A. Sonae Capital, SGPS, SA Sierra Spain, Shop. Centers Serv.,S.A.U. Sonae Capital,SGPS, S.A. Sierra Spain, Shop. Centers Services, SL Sonae Center II S.A. Sierra Zenata Project B.V. Sonae Center Serviços II, SA SII - Soberana Invest. Imobiliários, SA SISTAVAC, S.A. Sonae Ind., Prod. e Com.Deriv.Madeira, S.A. SISTAVAC, SGPS, S.A. Sonae Ind., Prod. e Com.Deriv.Madeira,SA SISTAVAC-Sistemas HVAC-R do Brasil, Ltda Sonae Indústria - Management Services,SA SKK SRL Sonae Industria (UK),Ltd SKK-Central de Distr.,SA Sonae Industria de Revestimentos, S.A. SKKFOR - Ser. For. e Desen. de Recursos Sonae Industria de Revestimentos,SA Soc.Inic.Aproveit.Florest.-Energias,SA Sonae Indústria-SGPS,SA Sociedade de Construções do Chile, S.A. Sonae Investimentos, SGPS, SA Sociedade Independente de Radiodifusão Sonora, S.A. Sonae Investments,BV Société de Tranchage Isoroy S.A.S. Sonae MC - Modelo Continente, SGPS, SA Société de Tranchage Isoroy SAS. Sonae Novobord (PTY) Ltd Socijofra-Sociedade Imobiliária,SA Sonae Retalho Espana-Servicios Gen.,SA Sociloures-Soc.Imobiliária,SA Sonae Sierra Brasil SA Soconstrução BV Sonae Sierra Brazil B.V. Sodesa, S.A. Sonae Sierra, SGPS, S.A. Soflorin, BV Sonae Tafibra Benelux, BV Soflorin,BV Sonae Turismo-SGPS,SA
Sonae Center Serviços, S.A. Sonae Financial Services, S.A. Sonae Indústria Manag. Serv, SA Sonae RE, S.A. Sonae SGPS, SA SONAECENTER SERVIÇOS, SA
| Sonaecom - Cyber security and intelligence, SGPS, S.A. | Tool Gmbh |
|---|---|
| Sonaecom - Serviços Partilhados, S.A. | Torre Ocidente, Imobiliária,SA |
| Torre São Gabriel-Imobiliária,SA | |
| Sonaecom BV | Troia Market-Supermercados, S.A. |
| Sonaecom, SGPS, S.A. | Troia Natura, S.A. |
| Sonaegest-Soc.Gest.Fundos Investimentos | Troiaresort-Investimentos Turísticos, SA |
| Sonaerp - Retail Properties, SA | Troiaverde-Expl.Hoteleira Imob.,SA |
| SONAESR - Serviços e logistica, SA | Tulipamar-Expl.Hoteleira Imob.,SA |
| Sonaetelecom BV | |
| Sondis Imobiliária,SA | Unishopping Administradora Ltda. |
| Sontaria-Empreend.Imobiliários,SA | Unishopping Consultoria Imob. Ltda. |
| Sontel BV | Upstar Comunicações SA |
| Sontur BV | Urbisedas-Imobiliária das Sedas,SA |
| Sonvecap BV | Valecenter Srl |
| Sopair, S.A. | VALOR N, S.A. |
| Sótaqua - Soc. de Empreendimentos Turist | Via Catarina- Centro Comercial, S.A. |
| Soternix-Produção de Energia, ACE | Viajens y Turismo de Geotur España, S.L. |
| Spanboard Products,Ltd | Vistas do Freixo-Emp.Tur.Imobiliários,SA |
| SPF- Sierra Portugal | Vuelta Omega, S.L. |
| Spinarq Moçambique, Lda | We Do Technologies Panamá S.A. |
| Spinarq-Engenharia,Energia e Ambiente,SA | We Do Technologies Singapore PTE. LTD. |
| Spinveste - Promoção Imobiliária, SA | |
| Spinveste-Gestão Imobiliária SGII,SA | |
| Sport TV Portugal, SA | WeDo Poland Sp. Z.o.o. |
| Sport Zone Canárias | WeDo Technologies (UK) Limited |
| Sport Zone España-Com.Art.de Deporte,SA | WeDo Technologies Americas, Inc. |
| Sport Zone Turquia | WeDo Technologies Australia PTY Limited |
| Spred, SGPS, SA | WeDo Technologies BV |
| Tableros Tradema,S.L. | |
| Tafiber,Tableros de Fibras Ibéricas,SL | WeDo Technologies Egypt LLC |
| Tafibra Suisse, SA | WeDo Technologies Mexico, S de R.L. |
| Tafisa Canadá Societé en Commandite | Weiterstadt Shopping BV |
| Tafisa Développement | World Trade Center Porto, S.A. |
| Tafisa France, SA | Worten Canárias |
| Tafisa Investissement | Worten España Distribución, SL |
| Tafisa Participation | Worten-Equipamento para o Lar,SA |
| Tafisa UK,Ltd | ZIPPY - Comercio y Distribución, S.A. |
| Tafisa-Tableros de Fibras, SA | ZIPPY - Comércio e Distribuição, SA |
| Taiber,Tableros Aglomerados Ibéricos,SL | Zippy Turquia |
| Tecmasa Reciclados de Andalucia, S.L. | Zon Audiovisuais, SGPS |
| Tecnológica Telecomunicações LTDA. | Zon Cinemas, SGPS |
| Teconologias del Medio Ambiente,SA | ZON Finance BV |
| Teliz Holding B.V. | ZON III-COMUNICAÇ ELETRÓN SA |
| Textil do Marco,SA | ZON II-SERVIÇOS TELEVISÃO,SA |
| The Artist Porto Hot.&Bistrô-Act.Hot.,SA | Zon TV Cabo SGPS SA |
| TLANTIC B.V. | Zon TV Cabo, SA |
| Tlantic Portugal-Sist. de Informação, SA | Zubiarte Inversiones Inmob,SA |
| Tlantic Sistemas de Informação Ltdª | ZYEVOLUTION-Invest.Desenv.,SA |
| Todos os Dias-Com.Ret.Expl.C.Comer.,S.A. |
For the periods ended at 30 June 2014 and 2013 and for the year ended at 31 December 2013
| (Amounts expressed in Euro) | Notes | June 2014 (not audited) |
June 2013 (not audited) |
December 2013 |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Tangible assets | 1.a, 1.f and 2 | 45,207 | 265,893 | 52,710 |
| Intangible assets | 1.b and 3 | 6,319 | 7,976 | 7,092 |
| Investments in Group companies | 1.c and 5 | 52,612,142 | 1,073,289,642 | 66,580,286 |
| Investments in joint ventures | 1.d and 6 | 597,666,944 | 25,000 | 597,666,944 |
| Financial assets at fair value through profit or loss | 1.e, 4 and 7 | 1,192,926 | - | - |
| Other non-current assets | 1.c, 1.e,1.n, 4, 8 and 20 | 171,151,237 | 513,890,246 | 175,735,246 |
| Total non-current assets | 822,674,775 | 1,587,478,757 | 840,042,278 | |
| Current assets | ||||
| Financial assets at fair value through profit or loss | 1.e, 4 and 7 | 54,364,924 | - | 202,442,350 |
| Other current debtors | 1.e, 1.g, 4, 10 and 20 | 11,192,405 | 8,122,967 | 19,763,330 |
| Other current assets | 1.e, 1.n, 4, and 20 | 451,750 | 3,679,009 | 515,229 |
| Cash and cash equivalents | 1.e, 1.h, 4, 11 and 20 | 174,126,091 | 110,235,715 | 185,918,581 |
| Total current assets | 240,135,170 | 122,037,691 | 408,639,490 | |
| Total assets | 1,062,809,945 | 1,709,516,448 | 1,248,681,768 | |
| Shareholder' funds and liabilities | ||||
| Share capital | 12 | 230,391,627 | 366,246,868 | 366,246,868 |
| Own shares | 1.q and 13 | (8,441,804) | (8,441,804) | (8,441,804) |
| Reserves | 1.p | 830,730,534 | 930,041,556 | 928,723,768 |
| Net income / (loss) for the year | (5,949,600) | 27,002,027 | (90,569,383) | |
| 1,046,730,757 | 1,314,848,647 | 1,195,959,449 | ||
| Liabilities | ||||
| Non-current liabilities | ||||
| 1.i, 1.j, 4, 14.a and 20 | - | 240,492,366 | 20,003,496 | |
| Provisions for other liabilities and charges | 1.l, 1.o and 15 | 345,903 | 177,389 | 332,469 |
| Other non-current liabilities | 1.n, 1.t, 4 and 23 | 552,669 | 127,381 | 370,948 |
| Total non-current liabilities | 898,572 | 240,797,136 | 20,706,913 | |
| Current liabilities | ||||
| Short-term loans and other loans | 1.h, 1.i, 1.j, 4, 14.b and 20 | 11,859,062 | 152,203,296 | 21,660,813 |
| Other creditors | 4, 16 and 20 | 1,564,931 | 1,084,551 | 7,308,273 |
| Other current liabilities | 1.n, 1.t, 4, 20 and 23 | 1,756,623 | 582,818 | 3,046,320 |
| Total current liabilities | 15,180,616 | 153,870,665 | 32,015,406 | |
| 1,062,809,945 | 1,709,516,448 | 1,248,681,768 |
The notes are an integral part of the financial statements at 30 June 2014 and 2013.
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
For the periods and quarters ended at 30 June 2014 and 2013 and for the year ended at 31 December 2013
| (Amounts expressed in Euro) | Notes | June 2014 (not audited) |
April to June 2014 (not audited) |
June 2013 (not audited) |
April to June 2013 (not audited) |
December 2013 |
|---|---|---|---|---|---|---|
| Services rendered | 2 0 |
161,661 | 56,003 | 1,762,911 | 886,414 | 2,627,835 |
| Other operating revenues | 2 0 |
54,841 | 511 | 53,243 | 26,503 | 113,879 |
| 216,502 | 56,514 | 1,816,154 | 912,917 | 2,741,714 | ||
| External supplies and services | 1.f, 17 and 20 | (477,382) | (236,508) | (1,173,749) | (496,452) | (2,142,911) |
| Staff expenses | 1.t and 23 | (748,808) | (328,958) | (1,115,397) | (587,581) | (2,307,890) |
| Depreciation and amortisation | 1.a, 1.b, 2 and 3 | (8,276) | (3,915) | (34,859) | (17,517) | (65,561) |
| Provisions and impairment losses | 1.l and 15 | - | - | (100,465) | - | (90,138) |
| Other operating costs | (135,646) | (119,480) | (19,271) | (9,564) | (39,962) | |
| (1,370,112) | (688,861) | (2,443,741) | (1,111,114) | (4,646,462) | ||
| Gains and losses on Group companies | 5 and 18 | 677,750 | 2,959,254 | 22,100,000 | (775,000) | (147,101,781) |
| Gains and losses on financial assets at fair value through | ||||||
| profit or loss | 5, 7 and 18 | (6,592,422) | (9,120,619) | - | - | 46,636,719 |
| Other financial expenses | 1.c, 1.f, 1.i, 1.j, 1.r, 1.s, 8, 14, 18 and 20 | (953,299) | (348,850) | (6,729,954) | (3,433,475) | (11,211,267) |
| Other financial income | 1.r, 8, 11, 18 and 20 | 2,033,243 | (273,018) | 12,818,435 | 6,557,344 | 24,502,045 |
| Current income / (loss) | (5,988,338) | (7,415,580) | 27,560,894 | 2,150,672 | (89,079,032) | |
| Income taxation | 1.m, 9 and 19 | 38,738 | 1,376,766 | (558,867) | (376,310) | (1,490,351) |
| Net income / (loss) for the year | (5,949,600) | (6,038,814) | 27,002,027 | 1,774,362 | (90,569,383) | |
| Earnings per share Including discontinued operations: |
2 2 |
|||||
| Basic | (0.02) | (0.02) | 0.07 | 0.00 | (0.25) | |
| Diluted | (0.02) | (0.02) | 0.07 | 0.00 | (0.25) | |
| Excluding discontinued operations: | ||||||
| Basic | (0.02) | (0.02) | 0.07 | 0.00 | (0.25) | |
| Diluted | (0.02) | (0.02) | 0.07 | 0.00 | (0.25) |
The notes are an integral part of the financial statements at 30 June 2014 and 2013.
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
| (Amounts expressed in Euro) | Notes | June 2014 (not audited) |
April to June 2014 (not audited) |
June 2013 (not audited) |
April to June 2013 (not audited) |
December 2013 |
|---|---|---|---|---|---|---|
| Net income / (loss) for the year | (5,949,600) | (6,038,814) | 27,002,027 | 1,774,362 | (90,569,383) | |
| Components of other comprehensive income, net of tax | - | - | - | - | - | |
| Comprehensive income for the year | (5,949,600) | (6,038,814) | 27,002,027 | 1,774,362 | (90,569,383) |
The notes are an integral part of the financial statements at 30 June 2014 and 2013.
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
For the periods ended at 30 June 2014 and 2013
| (Amounts expressed in Euro) | Reserves | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Own shares (note 13) |
Share premium | Legal reserves | Medium Term Incentive Plans reserves (note 23) |
Own shares reserves |
Other reserves | Total reserves | Net income / (loss) | Total | |
| 2014 | ||||||||||
| Balance at 31 December 2013 | 366,246,868 | (8,441,804) | 775,290,377 | 13,152,684 | 473,962 | 8,441,804 | 131,364,941 | 928,723,768 | (90,569,383) | 1,195,959,449 |
| Appropriation of result of 2013 | ||||||||||
| Transfer to legal reserves and other reserves | - | - | - | - | - | - | (90,569,383) | (90,569,383) | 90,569,383 | - |
| Comprehensive income for the year ended at 30 June 2014 |
- | - | - | - | - | - | - | - | (5,949,600) | (5,949,600) |
| Reduction of the share capital following the result of | ||||||||||
| the general and voluntary acquisition of own shares (note 13) |
(135,855,241) | - | - | - | - | - | (5,815,229) | (5,815,229) | - | (141,670,470) |
| Effect of the recognition of the Medium Term Incentive Plans (note 23) |
- | - | - | - | (57,543) | - | - | (57,543) | - | (57,543) |
| Effect of the conversion of the Medium Term Incentive Plans (note 23) |
- | - | - | - | (416,419) | - | (1,134,659) | (1,551,079) | - | (1,551,079) |
| Balance at 30 June 2014 | 230,391,627 | (8,441,804) | 775,290,377 | 13,152,684 | - | 8,441,804 | 33,845,670 | 830,730,534 | (5,949,600) | 1,046,730,757 |
Ricardo André Fraga Costa
The Board of Directors
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
| (Amounts expressed in Euro) | Reserves | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Own shares (note 14) |
Share premium | Legal reserves | Medium Term Incentive Plans reserves (note 23) |
Own shares reserves |
Other reserves | Total reserves | Net income / (loss) | Total | |
| 2013 | ||||||||||
| Balance at 31 December 2012 | 366,246,868 | (6,299,699) | 775,290,377 | 7,991,192 | 650,156 | 6,299,699 | 79,961,643 | 870,193,067 | 103,229,835 | 1,333,370,071 |
| Appropriation of result of 2012 Transfer to legal reserves and other reserves Dividends distribution Comprehensive income for the period ended at 30 June 2013 |
- - - |
- - - |
- - - |
5,161,492 - - |
- - - |
- - - |
98,068,343 (43,281,102) - |
103,229,835 (43,281,102) - |
(103,229,835) - 27,002,027 |
- (43,281,102) 27,002,027 |
| Delivery of own shares under the Medium Term Incentive Plans |
- | 354,213 | - | - | (406,268) | (354,213) | 425,568 | (334,913) | - | 19,300 |
| Sale of own shares to subsidiaries under the Short Term Incentive Plans |
3,724 | - | - | - | (3,724) | 4,723 | 999 | - | 4,723 | |
| Effect of the recognition of the Medium Term Incentive Plans |
- | - | - | - | 233,670 | - | - | 233,670 | - | 233,670 |
| Acquisition of own shares | - | (2,500,042) | - | - | - | 2,500,042 | (2,500,042) | - | - | (2,500,042) |
| Balance at 30 June 2013 | 366,246,868 | (8,441,804) | 775,290,377 | 13,152,684 | 477,558 | 8,441,804 | 132,679,133 | 930,041,556 | 27,002,027 | 1,314,848,647 |
The notes are an integral part of the financial statements at 30 June 2014 and 2013.
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
| (Amounts expresses in Euro) | June 2014 (not audited) |
June 2013 (not audited) |
||
|---|---|---|---|---|
| Operating activities | ||||
| Payments to employees | (2,112,671) | (1,264,003) | ||
| Cash flows from operating activities | (2,112,671) | (1,264,003) | ||
| Payments / receipts relating to income taxes, net | (210,980) | 543,614 | ||
| Other payments / receipts relating to operating activities, net | 2,803,458 | 5,395,635 | ||
| Cash flows from operating activities (1) | 479,807 | 4,675,246 | ||
| Investing activities | ||||
| Receipts from: | ||||
| Financial Investments | 17,932,148 | 15,260,284 | ||
| Interest and similar income | 5,515,601 | 9,164,221 | ||
| Loans granted | 2,495,000 | 4,490,000 | ||
| Dividends | 1,321,504 | 27,264,253 | 24,700,000 | 53,614,505 |
| Payments for: | ||||
| Financial Investments | (7,023,078) | (15,260,284) | ||
| Tangible assets | - | (2,915) | ||
| Loans granted | - | (7,023,078) | - | (15,263,199) |
| Cash flows from investing activities (2) | 20,241,175 | 38,351,306 | ||
| Financing activities | ||||
| Receipts from: | ||||
| Loans obtained | - | - | 14,551,000 | 14,551,000 |
| Payments for: | ||||
| Interest and similar expenses | (2,661,688) | (6,460,591) | ||
| Acquisition of own shares | - | (2,500,042) | ||
| Loans obtained | (29,851,784) | - | ||
| Dividends | - | (32,513,472) | (43,281,102) | (52,241,735) |
| Cash flows from financing activities (3) | (32,513,472) | (37,690,735) | ||
| Net cash flows (4)=(1)+(2)+(3) | (11,792,490) | 5,335,817 | ||
| Cash and cash equivalents at the beginning of the period | 185,918,581 | 103,717,414 | ||
| Cash and cash equivalents at period end | 174,126,091 | 109,053,231 |
The notes are an integral part of the financial statements at 30 June 2014 and 2013.
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
| June 2014 (not audited) |
June 2013 (not audited) |
|
|---|---|---|
| 1. Acquisition or sale of subsidiaries or other businesses | ||
| a) Other business activities | ||
| Reimburse of investments from Sonaecom BV | 14,720,000 | - |
| Reimburse of investments from Sonaetelecom BV | 1,549,284 | - |
| Reimburse of supplementary capital from Miauger - Organização e Gestão de Leilões Electrónicos, S.A. | 988,854 | 1,146,146 |
| Reimburse of supplementary capital from PCJ - Público, Comunicação e Jornalismo, S.A. | 674,010 | 7,624,773 |
| Reimburse of supplementary capital from Público - Comunicação Social, S.A. | - | 6,489,365 |
| 17,932,148 | 15,260,284 | |
| b) Other business activities | ||
| Purchase of shares Sonae SGPS | 5,522,188 | - |
| Loss cover from Miauger - Organização e Gestão de Leilões Electónicos, S.A. | 826,880 | - |
| Loss cover from PCJ - Público, Comunicação e Jornalismo, S.A. | 674,010 | - |
| Share capital increase of PCJ - Público, Comunicação e Jornalismo, S.A. | - | 7,624,773 |
| Share capital increase of Público - Comunicação Social, S.A. | - | 6,489,365 |
| Share capital increase of Miauger - Organização e Gestão de Leilões Electrónicos, S.A. | - | 1,146,146 |
| 7,023,078 | 15,260,284 | |
| c) Dividends received | ||
| NOS, SGPS, S.A.* | 1,321,504 | - |
| Optimus, SGPS, S.A. | - | 24,700,000 |
| 1,321,504 | 24,700,000 | |
| * This company changed name from ZonOptimus, SGPS, SA to NOS, SGPS, SA in June 2014. |
| June 2014 (not audited) |
June 2013 (not audited) |
|
|---|---|---|
| 2. Details of cash and cash equivalents | ||
| Cash in hand | 474 | 1,042 |
| Cash at bank | 145,117 | 41,673 |
| Treasury applications | 173,980,500 | 110,193,000 |
| Overdrafts | - | (1,182,484) |
| Cash and cash equivalents | 174,126,091 | 109,053,231 |
| Overdrafts | - | 1,182,484 |
| Cash assets | 174,126,091 | 110,235,715 |
| 3. Description of non-monetary financing activities | ||
| a) Bank credit obtained and not used | 1,000,000 | 34,021,761 |
| b) Purchase of company through the issue of shares | Not applicable | Not applicable |
| c) Conversion of loans into shares | Not applicable | Not applicable |
The notes are an integral part of the financial statements at 30 June 2014 and 2013.
Ricardo André Fraga Costa
Ângelo Gabriel Ribeirinho Paupério
Maria Cláudia Teixeira de Azevedo
SONAECOM, SGPS under the name Sonae Tecnologias de Informação, S.A. and has its head office at Lugar de Espido, Via Norte, Maia Portugal.
Pargeste, SGPS information technology area were transferred to the Company through a demerger-merger process, executed by public deed dated 30 September 1997.
On 3 November increased, its Articles of Association were modified and its name was changed to Sonae.com, SGPS, S.A.. Since then the investments in other companies. Also on 3 November 1999, -denominated to euro, being represented by one hundred and fifty million shares with a nominal value of 1 Euro each.
On 1 June 2000, the Company carried out a Combined Share Offer, involving the following:
capital was increased under the terms explained below. The new shares were fully subscribed for and paid up by Sonae-, SGPS, S.A. (a Shareholder of Sonaecom, hereinafter referred up on the date the price of the Combined Share Offer was determined, and paid up in cash, 31,000,000 new ordinary shares of 1 Euro each being issued. The subscription price for the new shares was the same as that fixed for the sale of shares in the aforementioned Combined Share Offer, which was Euro 10.
In addition, Sonae sold, in that year, 4,721,739 Sonaecom shares under an option granted to the banks leading the Institutional Offer for Sale and 1,507,865 shares to Sonae Group managers and to the former owners of the companies acquired by Sonaecom.
By decision of the
181,000,000 to Euro 226,250,000 by public subscription reserved for the existing Shareholders, 45,250,000 new shares of 1 Euro each having been fully subscribed for and paid up at the price of Euro 2.25 per share.
anged by public deed to Sonaecom, SGPS, S.A..
increased by Euro 70,276,868, from Euro 226,250,000 to Euro 296,526,868, by the issuance of 70,276,868 new shares of 1 Euro each and with a share premium of Euro 242,455,195, fully subscribed by France Telecom. The corresponding public deed was executed on 15 November 2005.
s increased by Euro 69,720,000, to Euro 366,246,868, by the issuance of 69,720,000 new shares of 1 Euro each and with a share premium of Euro 275,657,217, subscribed by 093X Telecomunicações Celulares, S.A. (EDP) and Parpública Participações Públicas, SGPS, S.A. (Parpública). The corresponding public deed was executed on 18 October 2006.
By decision of the Shareholders General Meeting held on 16 April 2008, bearer shares were converted into registered shares.
On 5 February 2014, Sonaecom made public the decision to launch a general and voluntary tender offer for the acquisition of shares representing the share capital of Sonaecom. The offer was general and voluntary, with the offered obliged to acquire all the shares that were the object of the offer and were, until the end of the respective period, subject to valid acceptance by the recipients.
The period of the offer, during which sales orders were received, ran for two weeks, beginning on 6 February and ending on 19 February 2014.
On 20 February 2014, the results of the offer were released. The level of acceptance reached 62%, corresponding to 54,906,831 Sonaecom shares (Note 7 and 12). In 2014 Sonaecom reduced its share capital to 230,391,627
euros. Euronext announced Sonaecom exclusion from the PSI-20
from 24 February 2014.
The financial statements are presented in euro, rounded at unit.
The accompanying financial statements have been prepared records in accordance with International Financial Reporting Standards (IFRS).
The adoption of the International Financial Reporting Standards (IFRS) as adopted by the European Union occurred for the first time in 2007 and as defined by IFRS 1 adoption of International Financial Reporting Standards and taking into account the IAS 34 - 'Interim Financial Reporting' 1 January 2006 was the date of transition from generally accepted accounting principles in Portugal to those standards.
For Sonaecom, there are no differences between IFRS as adopted by European Union and IFRS published by the International Accounting Standards Board, with the exception of the start dates of the adoption of the standards indicated below.
The following standards, interpretations, amendments and revisions have been approved (endorsed) by the European Union and have mandatory application to financial years beginning on or after 1 January 2014 and were first adopted in the year ended at 30 June 2014:
| Standard / Interpretation | Effective date (annual periods beginning on or after) |
|---|---|
| IFRS 10 (Consolidated Financial Statements) | 1-Jan-13(**) |
| Builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. |
|
| IFRS 11 (Companies jointly controlled) | 1-Jan-13(**) |
| Provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form (as is currently the case). The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities. |
|
| IFRS 12 (Disclosures of Interests in Other Entities) |
1-Jan-13(**) |
| New and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. |
|
| IAS 27 (Separate Financial Statements) | 1-Jan-13(**) |
| Consolidation requirements previously forming part of IAS 27 have been revised and are now contained in IFRS 10 Consolidated Financial Statements. |
| Standard / Interpretation | Effective date (annual periods beginning on or after) |
|---|---|
| IAS 28 (Investments in Associates and Joint Ventures) The objective of IAS 28 (as amended in 2011) is to prescribe the accounting for investments in associates and to set out the requirements for the application of the equity method when accounting for investments in associates and joint ventures. |
1-Jan-13(**) |
| Amendments to IFRS 10, IFRS 12 and IAS 27 (Investment Entities); The amendments apply to a particular class of business that qualify as investment entities. The admendments provide an exception to the |
1-Jan-14 |
| consolidation requirements in IFRS 10. IAS 32- Admendments (Offsetting Financial Assets and Financial Liabilities) IAS 32 is amended to refer to the disclosure requirements in respect of |
1-Jan-14 |
| offsetting arrangements. Amendments to IAS 36 (Recoverable amount disclosures for Non-Financial Assets) The amendments introduce additional disclosures and clarify the disclosures required when an asset is impaired and the recoverable amount of assets was based on Fair Value Less Cost of Disposal. |
1-Jan-14 |
| Amendments to IAS 39 (Novation of Derivatives and Continuation of Hedge Accounting) The objective of the proposed amendments is to provide an exception to the requirement for the discontinuation of hedge accounting in IAS 39 and IFRS 9 in circumstances when a hedging instrument is required to be novated as a result of laws or regulations. |
1-Jan-14 |
| (**) In accordance with the EU Regulation which approves the adoption of IFRS 10, 11 and 12 and the amendments to IAS 27 and IAS 28, an entity shall adopt these standards in the periods beginning on or after January 1, 2014. The early adoption was however permitted. |
|
| Implementation of these standards had no impact on the financial statements of the company. |
The following standards, interpretations, amendments and revisions have not yet been approved (endorsed) by the European Union, at the date of approval of these financial statements:
| Standard / Interpretation | Effective date (annual periods beginning on or after) |
|---|---|
| IFRIC 21 Levies (Levies Charged by Public Authorities on Entities that Operate in a Specific Market) |
1-Jan-14 |
| This interpretation clarifies on when a liability to pay a levy imposed by a government (does not include income taxes - see IAS 12 Income taxes) |
should be recognised by an entity. IFRIC 21 identifies that the obligating event that gives rise to a liability is the activity that triggers the payment of the levy in accordance with the relevant legislation.
These standards, although approved ('endorsed') by the European Union, were not adopted by the company for the period ended June 30, 2014, because its application is not yet mandatory. No significant impacts are expected in the financial statements resulting from the adoption of the standards.
| Standard / Interpretation | Effective date (annual |
|---|---|
| periods beginning on or after) |
|
| IFRS 9 (Financial Instruments)and | 1-Jan-15 |
| subsequent amendments | |
| This standard introduces new requirements for classifying and | |
| measuring financial assets. | |
| IFRS 11 - Amendments (Accounting for | 1-Jan-16 |
| Acquisitions of Interests in Joint | |
| Operations) | |
| The objective was to add new guidance on the accounting for the | |
| acquisition of an interest in a joint operation that constitutes a | |
| business. The IASB decided that acquirers of such interests shall apply | |
| all of the principles on business combinations accounting in IFRS 3 | |
| Business Combinations, and other IFRSs, that do not conflict with the | |
| guidance in IFRS 11. | |
| IFRS 14 (Regulatory Deferral Accounts) | 1-Jan-16 |
| Permits an entity which is a first-time adopter of IFRS to continue to | |
| account, with some limited changes, for 'regulatory deferral account | |
| balances' in accordance with its previous GAAP, both on initial adoption | |
| of IFRS and in subsequent financial statements. | |
| IFRS 15 (Revenue from Contracts with | 1-Jan-17 |
| Customers) | |
| IFRS 15 specifies how and when an IFRS reporter will recognise revenue | |
| as well as requiring such entities to provide users of financial | |
| statements with more informative, relevant disclosures. The standard | |
| provides a single, principles based five-step model to be applied to all | |
| contracts with customers. | |
| IAS 16 and IAS 38 - Amendments | 1-Jan-16 |
| (Clarification of Acceptable Methods of | |
| Depreciation and Amortisation) | |
| The IASB has clarified that the use of revenue-based methods to | |
| calculate the depreciation of an asset is not appropriate because | |
| revenue generated by an activity that includes the use of an asset | |
| generally reflects factors other than the consumption of the economic | |
| benefits embodied in the asset. | |
| IAS 16 and IAS 41 - Amendments | 1-Jan-16 |
| (Agriculture: Bearer Plants) | |
| The amendments bring bearer plants, which are used solely to grow | |
| produce, into the scope of IAS 16 so that they are accounted for in the | |
| same way as property, plant and equipment. | |
| IAS 19 - Amendments (Defined Benefit | 1-Jul-14 |
| Plans: Employee Contributions) | |
| The objective of the amendments is to simplify the accounting for | |
| contributions that are independent of the number of years of | |
| employee service. | |
| 1-Jul-14 | |
| Cycle | |
amendments to IFRSs in response to eight issues addressed during the
| Standard / Interpretation | Effective date (annual periods beginning on or |
|---|---|
| after) | |
| 1-Jul-14 | |
| Cycle | |
amendments to IFRSs in response to four issues addressed during the These standards have not yet been approved ) by
the European Union and, as such, were not adopted by the Company for the period ended at 30 June 2014. Their application is not yet mandatory.
It is predicted that the application of these standards and interpretations, as applicable to the Company will have no material effect on future financial statements of the Company.
The accounting policies and measurement criteria adopted by the Company at 30 June 2014 are comparable with those used in the preparation of the individual financial statements at 31 December 2013.
The main accounting policies used in the preparation of the accompanying financial statements are as follows:
a) Tangible assets
Tangible assets are recorded at their acquisition cost less accumulated depreciation and less estimated accumulated impairment losses.
Depreciations are calculated on a straight-line monthly basis as from the date the assets are available for use in the necessary conditions to operate as intended by the management, by a corresponding charge to the profit and loss
Impairment losses detected in the realisation value of tangible assets are recorded in the period in which they arise, by a corresponding c
The annual depreciation rates used correspond to the estimated useful life of the assets, which are as follows:
| Years of useful life | |
|---|---|
| improvements in buildings owned by third parties | 4-20 |
| Plant and machinery | 5 |
| Vehicles | 4 |
| Fixtures and fittings | 4-8 |
Current maintenance and repair costs of tangible assets are recorded as costs in the period in which they occur.
Improvements of significant amount, which increase the estimated useful life of the assets, are capitalised and depreciated in accordance with the estimated useful life of the corresponding assets.
Intangible assets are recorded at their acquisition cost less accumulated amortisation and less estimated accumulated impairment losses. Intangible assets are only recognised, if it is likely that they will bring future economic benefits to the Company, if the Company controls them and if their cost can be reliably measured.
Intangible assets correspond, essentially, to software and industrial property.
Amortisations are calculated on a straight-line monthly basis, over the estimated useful life of the assets (three to six years) as from the month in which the corresponding expenses are incurred.
Amortisation for the period is recorded in the profit and loss
c) Investments in Group companies and other non-current assets
Investments in companies in which the Company has direct or excess of 50% or in which it has control over the financial and operating policies are recorded under the caption accordance with IAS 27, as Sonaecom presents, separately, consolidated financial statements in accordance with IAS / IFRS.
Loans and supplementary capital granted to affiliated companies with maturities, estimated or defined contractually, greater than one year, are recorded, at their nominal value, -
Investments and loans granted to Group companies are evaluated whenever an event or change of circumstances indicates that the recorded amount may not be recoverable or impairment losses recorded in previous years no longer exist.
Impairment losses estimated for investments and loans granted to Group companies are recorded, in the period that
The expenses incurred with the acquisition of investments in Group companies are recorded as cost when they are incurred.
Investments in Joint Ventures (companies in which the Company has, direct or indirect, 50% of the voting rights in the Shareholders General Meeting of or in which it has the control over the financial and operating policies), are recorded under
in accordance with IAS 27, as such, Sonaecom presents, separately, consolidated financial statements in accordance with IAS / IFRS.
Loans and supplementary capital granted to companies jointly controlled , with maturities, estimated or defined contractually, greater than one year, are recorded, at their -
Investments and loans granted to joint ventures are evaluated whenever an event or change of circumstances indicates that the recorded amount may not be recoverable or impairment losses recorded in previous years no longer exist.
Impairment losses estimated for investments and loans granted to joint ventures are recorded, in the period that they the profit and loss statement.
The expenses incurred with the acquisition of investments in joint ventures are recorded as cost when they are incurred.
The Company classifies its financial instruments in the -to-maturity -forclassification depends on the purpose for which the investments were acquired.
The classification of the investments is determined at the initial recognition and re-evaluated every quarter.
This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if it is acquired principally for the purpose of selling in the short term or if the adoption of this method allows reducing or eliminating an accounting mismatch. Derivatives are also registered as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to mature within 12 months of the balance sheet date.
Loans and receivables are non-derivative financial assets with fixed or variable payments that are not quoted in an active market. These financial investments arise when the Company provides money or services directly to a debtor with no intention of trading the receivable.
Loans and receivables are carried at amortised cost using the effective interest method, deducted from any impairment losses.
Loans and receivables are recorded as current assets, except when its maturity is greater than 12 months from the balance sheet date, a situation in which they are classified as noncurrent assets.
Held-to-maturity investments are non-derivative financial assets with fixed or variable payments and with fixed intention and ability to hold until their maturity.
Available-for-sale financial assets are non-derivative investments that are either designated in this category or not classified in any of the other above referred categories. They are included in non-current assets unless management intends to dispose them within 12 months of the balance sheet date.
Purchases and sales of investments are recognised on tradedate the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried and the transaction costs are recorded in the income statement. Investments are derecognised when the rights to receive cash flows from the investments have expired or transferred, and consequently all substantial risks and rewards of their ownership have been transferred.
Available-for- ir value.
-toare carried at amortised cost using the effective interest method.
Realised and unrealised gains and losses arising from changes in the fair value of financial assets classified at fair value through profit or loss are recognised in the income statement. Realised and unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in equity. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the profit and loss statement as gains or losses from investment securities.
The fair value of quoted investments is based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Company establishes fair value by using valuation techniques. These include the use of recent ansactions, reference to similar instruments, discounted cash flow analysis, and option pricing models these valuation techniques can be used, the Company values these investments at acquisition cost net of any identified impairment losses. The fair value of listed investments is determined based on the closing Euronext share price at the balance sheet date.
The Company assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In case of equity securities classified as available-for-sale, a significant decline (above 25%) or prolonged decline (during two consecutive quarters) in the fair value of the security below its cost is considered in determining whether the securities are impaired. If such evidence exists for available-for-sale financial assets, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment losses on that financial asset previously recognised in the profit or loss statement is removed from equity and recognised in the profit and loss statement. Impairment losses recognised in the profit and loss statement on equity securities are not reversed through the profit and loss statement.
Lease contracts are classified as financial leases, if, in substance, all risks and rewards associated with the detention of the leased asset are transferred by the lease contract or as operational leases, if, in substance, there is no transfer of risks and rewards associated with the detention of the leased assets.
The lease contracts are classified as financial or operational in accordance with the substance and not with the form of the respective contracts.
Tangible assets acquired under finance lease contracts and the related liabilities are recorded in accordance with the financial method. Under this method the tangible assets, the corresponding accumulated depreciation and the related liability are recorded in accordance with the contractual financial plan at fair value or, if less, at the present value of payments. In addition, interest included in lease payments and depreciation of the tangible assets are recognised as expenses in the profit and loss statement for the period to which they relate.
Assets under long-term rental contracts are recorded in accordance with the operational lease method. In accordance with this method, the rents paid are recognised as an expense, over the rental period.
Other current debtors are recorded at their net realisable value, and do not include interest, because the financial updated effect is not significant.
These financial investments arise when the Company provides money or services directly to a debtor with no intention of trading the receivable.
The amount relating to this caption is presented net of any impairment losses, which are recorded in the profit and loss statement under the caption Provisions .
eq bank deposits and other treasury applications where the risk of any change in value is insignificant.
The cash flow statement has been prepared in accordance with IAS 7 g the direct method. months, for which the risk of change in value is insignificant. statement also includes bank overdrafts, which are reflected in -
The cash flow statement is classified by operating, financing and investing activities. Operating activities include payments to personnel and other captions relating to operating activities.
Cash flows from investing activities include the acquisition and sale of investments in associated and subsidiary companies and receipts and payments resulting from the purchase and sale of tangible assets.
Cash flows from financing activities include payments and receipts relating to loans obtained and finance lease contracts.
All amounts included under this caption are likely to be realised in the short term and there are no amounts given or pledged as guarantee.
expenses incurred in setting up loans are recorded as a deduction to the nominal debt and recognised during the period of the financing, based on the effective interest rate method. The interests incurred but not yet due are added to the loans caption until their payment.
j) Financial expenses relating to loans obtained Financial expenses relating to loans obtained are generally recognised as expenses at the time they are incurred. Financial expenses related to loans obtained for the acquisition, construction or production of fixed assets are capitalised as part of the cost of the assets. These expenses are capitalised starting from the time of preparation for the construction or development of the asset and are interrupted when the assets are ready to operate, at the end of the production or construction phases or when the associated project is suspended.
The Company only uses derivatives in the management of its financial risks to hedge against such risks. The Company does not use derivatives for trading purposes.
The cash flow hedges used by the Company are related to:
(i) Interest rate swaps operations to hedge against interest rate risks on loans obtained. The amounts, interest payment dates and repayment dates of the underlying interest rate swaps are similar in all respects to the conditions established for the contracted loans. Changes in the fair value of cash flow hedges are recorded in assets or liabilities, against a
(ii) The values and times periods involved are identical to the amounts invoiced and their maturities.
In cases where the hedge instrument is not effective, the amounts that arise from the adjustments to fair value are recorded directly in the profit and loss statement.
At 30 of June 2014 and 2013, the Company did not have any derivative, beyond those mentioned in note 1.t).
Provisions are recognised when, and only when, the Company has a present obligation (either legal or implicit) resulting from a past event, the resolution of which is likely to involve the disbursement of funds by an amount that can be reasonably estimated.
Provisions are reviewed at the balance sheet date and adjusted to reflect the best estimate at that date.
Provisions for restructurings are only registered if the Company has a detailed plan and if that plan has already been communicated to the parties involved.
Contingent liabilities are not recognised in the financial statements but are disclosed in the notes, except if the possibility of a cash outflow affecting future economic benefits is remote.
Contingent assets are not recognised in the financial statements but are disclosed in the notes when future economic benefits are likely to occur.
payable and deferred tax. Income tax is recognised in accordance with IAS 12
Sonaecom has adopted, since 1 January 2008, the special regime for the taxation of groups of companies, under which, the provision for income tax is determined on the basis of the estimated taxable income of all the companies covered by that regime, in accordance with such rules. The special regime for the taxation of groups of companies covers all direct or indirect subsidiaries, and even through companies resident in another Member State of the European Union or the European Economic Area, only if, in the last case, there is an obligation of administrative cooperation, on which the Group holds at least 75% of their share capital, where such participation confers more than 50% of voting rights, if meet certain requirements.
Deferred taxes are calculated using the liability method and reflect the timing differences between the amount of assets and liabilities for accounting purposes and the respective amounts for tax purposes.
Deferred tax assets are only recognised when there is reasonable expectation that sufficient taxable profits shall arise in the future to allow such deferred tax assets to be used. At the end of each period, the recorded and unrecorded deferred tax assets are revised and they are reduced whenever their realisation ceases to be probable, or increased if future taxable profits are likely enabling the recovery of such assets (note 9).
Deferred taxes are calculated with the tax rate that is expected to be in effect at the time the asset or liability is realized, based on the rates that have been enacted or substantially enacted at the balance sheet date.
Whenever deferred taxes derive from assets or liabilities , its recording is also situations, deferred taxes are always registered in the profit and loss statement.
n) Accrual basis and revenue recognition Expenses and income are recorded in the period to which they relate, regardless of their date of payment or receipt. Estimated amounts are used when actual amounts are not known.
The costs attributable to current period and whose expenses will only occur in future periods are estimated and recorded current it is possible to estimate reliably the amount and the timing of occurrence of the expense. If there is uncertainty regarding both the date of disbursement of funds, and the amount of the obligation, the value is classified as Provisions (note 1.l)).
Non-current financial assets and liabilities are recorded at fair value and, in each period, the financial actualisation of the fair value is recorded in the profit and loss statement under the financial
receive such amounts are appropriately established and communicated.
Assets and liabilities due in more than one year from the date of the balance sheet are classified, respectively, as noncurrent assets and non-current liabilities.
In addition, considering their nature, the deferred taxes and the provisions for other liabilities and charges, are classified as non-current assets and liabilities (notes 9 and 15).
Portuguese commercial legislation requires that at least 5% of the annual net profit must be appropriated to a legal reserve, until such reserve reaches at least 20% of the share capital. This reserve is not distributable, except in case of liquidation of the Company, but may be used to absorb losses, after all the other reserves are exhausted, or to increase the share capital.
The share premiums relate to premiums generated in the issuance of capital or in capital increases. According to Portuguese law, share premiums follow the same i.e., they are not distributable, except in case of liquidation, but they can be used to absorb losses, after all the other reserves are exhausted or to increase share capital.
Medium-term incentive plans reserves According to IFRS 2 responsibility related with the equity settled plans is registered, as a credit, under the caption of Medium Term Incentive Plan Reserves, which are not distributable and which cannot be used to absorb losses.
hedges derivatives that are considered effective (note 1.k) and it is non-distributable nor can it be used to absorb losses.
The own shares reserve reflects the acquisition value of the own shares and follows the same requirements of legal reserves.
Additionally, the increments resulting from the application of fair value through equity components, including its implementation through the net results, shall be distributed only when the elements that gave rise to them are sold, liquidated or exercised when they finish their use, in the case of tangible or intangible assets.
Therefore, at 30 June 2014, Sonaecom, SGPS, S.A., had free distributable reserves amounting to approximately EUR 19.7 million. To this effect were considered distributable increments resulting from the application of fair value through equity components already exercised during the period ended at 30 June 2014.
funds. Gains or losses related to the sale of own shares are
All assets and liabilities expressed in foreign currency were translated into Euro using the exchange rates in force at the balance sheet.
Favorable and unfavourable foreign exchange differences resulting from changes in the rates in force at transaction date and those in force at the date of collection, payment or at the balance sheet date are recorded as income and expenses in the profit and loss statement of the period, in financial results.
The following rates were used for the translation into Euro:
| 2014 | 2013 | |||
|---|---|---|---|---|
| 30 June | Average | 30 June | Average | |
| Pounds Sterling | 1.2477 | 1.2175 | 1.1666 | 1.1758 |
| Swiss franc | 0.8226 | 0.8187 | 0.8105 | 0.8132 |
| Swedish krona | 0.1090 | 0.1117 | 0.1139 | 0.1173 |
| American Dollar | 0.7322 | 0.7296 | 0.7645 | 0.7619 |
Impairment tests are performed at the date of each balance sheet and whenever an event or change of circumstances indicates that the recorded amount of an asset may not be recoverable.
Whenever the book value of an asset is greater than the amount recoverable, an impairment loss is recognised and recorded in the profit and loss statement under the caption of amount recoverable is the greater of the net selling price and the value of use. Net selling price is the amount obtained upon the sale of an asset in a transaction within the capability of the parties involved, less the costs directly related to the sale. The value of use is the present amount of the estimated future cash flows expected to result from the continued use of the asset and of its sale at the end of its useful life. The recoverable amount is estimated for each asset individually or, if this is not possible, for the cash-generating unit to which the asset belongs.
For financial investments in Group companies, the recoverable amount, calculated in terms of value in use, is determined based on last business plans duly approved by the Board of Directors of the Company.
For financial investments in joint ventures, the recoverable amount is determinate taking into account with several information as business plans approved by the Board of Directors and the average ratings of external reviewers (researches).
Evidence of the existence of impairment in accounts receivables appears when:
t) Medium-term incentive plans The accounting treatment of Medium Term Incentive Plans is based on IFRS 2 -
Under IFRS 2, when the settlement of plans established by the estimated responsibility is recorded, as a credit entry, loss statement.
The quantification of this responsibility is based on its fair value at the attribution date and is recognised over the vesting period of each plan (from the award date of the plan until its vesting or settlement date). The total responsibility, at any point in time, is calculated based on the proportion of
accounting date.
When the responsibilities associated with any plan are covered by a hedging contract, i.e., when those responsibilities are replaced by a fixed amount payable to a third party and when Sonaecom is no longer the party that will deliver the Sonaecom shares, at the settlement date of each plan, the above accounting treatment is subject to the following changes:
For plans settled in cash, the estimated liability is recorded respective accounting date. The liability is quantified based on the fair value of the shares as of each balance sheet date.
When the liability is covered by a hedging contract, recognition is made in the same way as described above, but with the liability being quantified based on the contractually fixed amount.
Equity-settled plans to be liquidated through the delivery of shares of the parent company are recorded as if they were settled in cash, which means that the estimated liability is -current y a corresponding the cost relating to the deferred period elapsed. The liability is quantified based on the fair value of the shares as of each balance sheet date.
For Sonaecom shares plans, the company converted all such plans into shares of Sonae SGPS. The impacts associated to the Medium Term Incentive Plans are registered, in the balance sheet, under the caption ´Other current liabilities' and 'Other non-current liabilities'. The cost is recognized under the profit and loss sta
Regarding the plans originally liquidated through the delivery of shares of the parent company, the company entered into hedging contracts with an external entity under which the acquisition price of those shares was fixed. Therefore, the responsibility is recorded based on that fixed price, proportionally to the period of time elapsed since the award current liabilitie recognized
Events occurring after the date of the balance sheet which provide additional information about conditions prevailing at the time of the balance sheet (adjusting events) are reflected in the financial statements. Events occurring after the balance sheet date that provide information on post-balance sheet conditions (non-adjusting events), when material, are disclosed in the notes to the financial statements.
The most significant accounting estimates reflected in the financial statements of the periods ended at 30 June 2014 and 2013 include mainly impairment analysis of assets, particularly financial investments in Group companies.
Estimates used are based on the best information available during the preparation of financial statements and are based on the best knowledge of past and present events. Although future events are not controlled by the Company neither foreseeable, some could occur and have impact on the estimates. Changes to the estimates used by the management that occur after the approval date of these financial statements, will be recognised in net income, in accordance with IAS 8 methodology.
The main estimates and assumptions in relation to future events included in the preparation of financial statements are disclosed in the respective notes.
risks such as market risk, liquidity risk and credit risk.
These risks arise from the unpredictability of financial markets, which affect the capacity to project cash flows and a long-term ongoing perspective, seeks to minimise potential adverse effects that derive from that uncertainty, using, every time it is possible and advisable, derivative financial instruments to hedge the exposure to such risks (note 1.k)).
The Company is also exposed to equity price risks arising from equity investments, although they are usually maintained for strategic purposes.
Foreign exchange risk management seeks to minimise the volatility of investments and transactions made in foreign currency and contributes to reduce the sensitivity of results to changes in foreign exchange rates.
Whenever possible, the Company uses natural hedges to manage exposure, by offsetting credits granted and credits received expressed in the same currency. When such procedure is not possible, the Company adopts derivative financial hedging instruments (note 1. k).
Considering the reduced values of assets and liabilities in foreign currency, the impact of a change in exchange rate will not have significant impacts on the financial statements.
the total cost of debt to a high risk of volatility. The impact of this volatility in the Company results or in its Shareholders´ funds is mitigated by the effect of the following factors: (i) relatively low level of financial leverage; (ii) possibility to use derivative instruments that hedge the interest rate risk, as mentioned below; (iii) possible correlation between the level of market interest rates and economic growth the latter having a this way partially offsetting the increase of financial costs stand-alone or consolidated liquidity which is also bearing interest at a variable rate.
The Company only uses derivatives or similar transactions to hedge interest rate risks considered significant. Three main principles are followed in all instruments selected and used to hedge interest rate risk:
interest rates, so that the resulting rates are within the cost of the funds considered in .
As a borrowings (note 14) are at variable rates, interest rate swaps and other derivatives are used to hedge future changes in cash flow relating to interest payments, when it is considered necessary. Interest rate swaps have the financial effect of converting the respective borrowings from floating rates to fixed rates. Under the interest rate swaps, the Company agrees with third parties (banks) to exchange, in predetermined periods, the difference between the amount of interest calculated at the fixed contract rate and the floating rate at the time of re-fixing, by reference to the respective agreed notional amounts.
The counterparties of the derivative hedging instruments are limited to highly rated financial institutions, being the preference to financial institutions that form part of its financing transactions.
In order to select the counterparty for occasional operations, Sonaecom requests proposals and indicative prices from a representative number of banks in order to ensure adequate competitiveness of these operations.
In determining the fair value of hedging operations, the Company uses certain methods, such as option valuation and discounted future cash flow models, using assumptions based on market interest rates prevailing at the balance sheet date. Comparative financial institution quotes for the specific or similar instruments are used as a benchmark for the valuation.
The fair value of the derivatives contracted, that are considered as fair value hedges or the ones that are considered not sufficiently effective for cash flow hedge (in accordance with the provisions established in IAS 39 rrowings captions and changes in the fair value of such derivatives are recognised directly in the profit and loss statement for the period. The fair value of derivatives of cash flow hedge, that are considered effective according to IAS 39 In changes in the fair value are recognised in equity.
conditions of the financing with significant impact in the Company, based on the analysis of the debt structure, the risks and the different options in the market, particularly as to the type of interest rate (fixed / variable). Under the policy defined above, the Executive Committee is responsible for the decision on the occasional interest rate hedging contracts, through the monitoring of the conditions and alternatives existing in the market.
The existence of liquidity in the Company requires the definition of some policies for an efficient and secure management of the liquidity, allowing us to maximise the profitability and to minimise the opportunity costs related with that liquidity.
The liquidity risk management has a threefold objective: (i) Liquidity, i.e., to ensure the permanent access in the most efficient way to obtain sufficient funds to settle current payments in the respective dates of maturity as well as any eventual not forecasted requests for funds, in the deadlines set for this; (ii) Safety, i.e., to minimise the probability of default in any reimbursement of application of funds; and (iii) Financial efficiency, i.e., to ensure that the Company maximises the value / minimise the opportunity cost of holding excess liquidity in the short term.
The main underlying policies correspond to the variety of instruments allowed, the maximum acceptable level of risk, the maximum amount of exposure by counterparty and the maximum periods for investments.
The existing liquidity should be applied to the alternatives and by the order described below:
The applications in the market are limited to eligible counterparties, with ratings previously established by the Board and limited to certain maximum amounts by counterparty.
The definition of maximum amounts intends to assure that the application of liquidity in excess is made in a prudent way and taking into consideration the best practices in terms of bank relationships.
The maturity of applications should equalise the forecasted payments (or the applications should be easily convertible, in case of asset investments, to allow urgent and not estimated payments), considering a threshold for eventual deviations on the estimates. The threshold depends on the accuracy level of treasury estimates and would be determined by the business. The accuracy of the treasury estimates is an important variable to quantify the amounts and the maturity of the applications in the market.
The maturity of each class of financial liabilities is presented in note 14.
with the accounts receivable related to current operational activities. The credit risk associated to financial operations is mitigated by the fact that the Company only negotiates with entities with high credit quality.
The management of this risk seeks to guarantee that the amounts owing are effectively collected within the periods negotiated without affecting the financial health of the Company.
The amounts included in the financial statements related to other current debtors, net of impairment losses, represent the maximum exposure of the Company to credit risk.
The movement in tangible assets and in the corresponding accumulated depreciation and impairment losses in the periods ended at 30 June 2014 and 2013 was as follows:
| 2014 | ||||
|---|---|---|---|---|
| Brands, patents and other | Intangible assets in | |||
| rights | Software | progress | Total | |
| Gross assets | ||||
| Balance at 31 December 2013 | 9,719 | 192,404 | - | 202,123 |
| Balance at 30 June 2014 | 9,719 | 192,404 | - | 202,123 |
| Accumulated amortisation and impairment losses | ||||
| Balance at 31 December 2013 | 9,719 | 185,312 | - | 195,031 |
| Amortisation for the year | - | 773 | - | 773 |
| Balance at 30 June 2014 | 9,719 | 186,085 | - | 195,804 |
| Net value | - | 6,319 | - | 6,319 |
| 2013 | |||
|---|---|---|---|
| Brands, patents and other | Intangible assets in | ||
| rights | Software | progress | Total |
| 9,719 | 190,031 | 2,373 | 202,123 |
| - | 2,373 | (2,373) | - |
| 9,719 | 192,404 | - | 202,123 |
| 9,339 | 183,474 | - | 192,813 |
| 380 | 954 | - | 1,334 |
| 9,719 | 184,428 | - | 194,147 |
| - | 7,976 | - | 7,976 |
The movement in intangible assets and in the corresponding accumulated amortisation and impairment losses in the periods ended at 30 June 2014 and 2013, was as follows:
| 2014 | ||||
|---|---|---|---|---|
| Brands, patents and other rights |
Software | Intangible assets in progress |
Total | |
| Gross assets | ||||
| Balance at 31 December 2013 | 9,719 | 192,404 | - | 202,123 |
| Balance at 30 June 2014 | 9,719 | 192,404 | - | 202,123 |
| Accumulated amortisation and impairment losses | ||||
| Balance at 31 December 2013 | 9,719 | 185,312 | - | 195,031 |
| Amortisation for the year | - | 773 | - | 773 |
| Balance at 30 June 2014 | 9,719 | 186,085 | - | 195,804 |
| Net value | - | 6,319 | - | 6,319 |
| 2013 | ||||
| Brands, patents | Intangible assets | |||
| and other rights | Software | in progress | Total | |
| Gross assets | ||||
| Balance at 31 December 2012 | 9,719 | 190,031 | 2,373 | 202,123 |
| Transfers | - | 2,373 | (2,373) | - |
| Balance at 30 June 2013 | 9,719 | 192,404 | - | 202,123 |
| Accumulated amortisation and impairment losses | ||||
| Balance at 31 December 2012 | 9,339 | 183,474 | - | 192,813 |
| Amortisation for the year | 380 | 954 | - | 1,334 |
| Balance at 30 June 2013 | 9,719 | 184,428 | - | 194,147 |
| Net value | - | 7,976 | - | 7,976 |
At 30 June 2014 and 2013, the breakdown of financial instruments was as follows:
| 2014 | ||||||
|---|---|---|---|---|---|---|
| Financial assets at fair value | Other financial | Others not covered | ||||
| Loans and receivables | through profit or loss | assets | Subtotal | by IFRS 7 | Total | |
| Non-current assets | ||||||
| Financial assets at fair value through profit or loss (note 7) | - | 1,192,926 | - | 1,192,926 | - | 1,192,926 |
| Other non-current assets (note 8) | 171,151,237 | - | - | 171,151,237 | - | 171,151,237 |
| 171,151,237 | 1,192,926 | - | 172,344,163 | - | 172,344,163 | |
| Current assets | ||||||
| Financial assets at fair value through profit or loss (note 7) | - | 54,364,924 | - | 54,364,924 | - | 54,364,924 |
| Other trade debtors (note 10) | 7,837,095 | - | - | 7,837,095 | 3,355,310 | 11,192,405 |
| Other current assets | - | - | 362,408 | 362,408 | 89,342 | 451,750 |
| Cash and cash equivalents (note 11) | 174,126,091 | - | - | 174,126,091 | - | 174,126,091 |
| 181,963,186 | 54,364,924 | 362,408 | 236,690,518 | 3,444,652 | 240,135,170 | |
| 2013 | ||||||
| Financial assets at fair value | Other financial | Others not covered | ||||
| Loans and receivables | through profit or loss | assets | Subtotal | by IFRS 7 | Total | |
| Non-current assets | ||||||
| Other-non current assets (note 8) | 513,890,246 | - | - | 513,890,246 | - | 513,890,246 |
| 513,890,246 | - | - | 513,890,246 | - | 513,890,246 | |
| Current assets | ||||||
| Other trade debtors (note 10) | 6,312,695 | - | - | 6,312,695 | 1,810,272 | 8,122,967 |
| Other current assets | - | - | 3,516,284 | 3,516,284 | 162,725 | 3,679,009 |
| Cash and cash equivalents (note 11) | 110,235,715 | - | - | 110,235,715 | - | 110,235,715 |
| 116,548,410 | - | 3,516,284 | 120,064,694 | 1,972,997 | 122,037,691 |
| 2014 | |||||
|---|---|---|---|---|---|
| Liabilities recorded at |
Other financial | Others not covered by | |||
| amortised cost | liabilities | Subtotal | IFRS 7 | Total | |
| Non-current liabilities | - | - | - | - | - |
| Other non-current liabilities | - | - | - | 552,669 | 552,669 |
| - | - | - | 552,669 | 552,669 | |
| Current liabilities | |||||
| Short-term loans and other loans (note 14) | 11,859,062 | - | 11,859,062 | - | 11,859,062 |
| Other creditors (note 16) | - | 1,561,871 | 1,561,871 | 3,060 | 1,564,931 |
| Other current liabilities | - | 668,225 | 668,225 | 1,088,398 | 1,756,623 |
| 11,859,062 | 2,230,096 | 14,089,158 | 1,091,458 | 15,180,616 |
| 2013 | |||||
|---|---|---|---|---|---|
| Liabilities | |||||
| recorded at | Other financial | Others not covered by | |||
| amortised cost | liabilities | Subtotal | IFRS 7 | Total | |
| Non-current liabilities | |||||
| 240,492,366 | - | 240,492,366 | - | 240,492,366 | |
| Other non-current liabilities | - | - | - | 127,381 | 127,381 |
| 240,492,366 | - | 240,492,366 | 127,381 | 240,619,747 | |
| Current liabilities | |||||
| Short-term loans and other loans (note 14) | 152,203,296 | - | 152,203,296 | - | 152,203,296 |
| Other creditors (note 16) | - | 944,158 | 944,158 | 140,393 | 1,084,551 |
| Other current liabilities | - | 440,633 | 440,633 | 142,185 | 582,818 |
| 152,203,296 | 1,384,791 | 153,588,087 | 282,578 | 153,870,665 |
Considering the nature of the balances, the amounts to be paid and , as well as the specialized costs with share plans were considered outside the scope of IFRS 7. Also, the deferred income and deferred costs under the cap , Other non- non- were considered as non-financial instrument.
The Board of Directors believes that, the fair value of the breakdown of financial instruments recorded at amortised cost or registered at the present value of the payments does not differ significantly from their book value. This decision is based i n the contractual terms of each financial instrument.
At 30 June 2014 and 2013, this caption included the following investments in Group companies:
| Company | 2014 | 2013 |
|---|---|---|
| Sonaetelecom BV | 73,460,618 | 75,009,902 |
| 52,241,587 | 52,241,587 | |
| PCJ - Público, Comunicação e Jornalismo, S.A. ('PCJ') | 11,850,557 | 11,176,546 |
| Sonaecom BV | 10,300,000 | 25,020,000 |
| Público - Comunicação Social, S.A. ('Público') | 10,227,595 | 10,227,595 |
| Sonaecom - Serviços Partilhados, S.A. ('Sonaecom SP') | 50,000 | 50,000 |
| - | 5,714,245 | |
| OPTIMUS, SGPS, S.A. ('Optimus SGPS') | - | 1,005,866,218 |
| 158,130,357 | 1,185,306,093 | |
| Impairment losses (note 15) | (105,518,215) | (112,016,451) |
| Total investments in Group companies | 52,612,142 | 1,073,289,642 |
* Company dissolved in May 2014.
The movements that occurred in investments in this caption during the years ended at 30 June 2014 and 2013 were as follows:
| Company | Balance at 31 December 2013 |
Additions | Disposals | Transfers and write-offs |
Balance at 30 June 2014 |
|---|---|---|---|---|---|
| Sonaetelecom BV | 75,009,902 | - | (1,549,284) | - | 73,460,618 |
| Sonaecom SI | 52,241,587 | - | - | - | 52,241,587 |
| Sonaecom BV | 25,020,000 | - | (14,720,000) | - | 10,300,000 |
| Miauger | 5,714,245 | 826,880 | - | (6,541,125) | - |
| Público | 10,227,595 | - | - | - | 10,227,595 |
| PCJ | 11,176,547 | 674,010 | - | - | 11,850,557 |
| Sonaecom Sp | 50,000 | - | - | - | 50,000 |
| 179,439,876 | 1,500,890 | (16,269,284) | (6,541,125) | 158,130,357 | |
| Impairment losses (note 15) | (112,859,590) | (441,856) | 2,230,959 | 5,552,272 | (105,518,215) |
| 66,580,286 | 1,059,034 | (14,038,325) | (988,853) | 52,612,142 | |
| Company | Balance at 31 December 2012 |
Additions | Disposals | Transfers and write-offs |
Balance at 30 June 2013 |
|---|---|---|---|---|---|
| Optimus SGPS | 1,005,866,218 | - | - | - | 1,005,866,218 |
| Sonaetelecom BV | 75,009,902 | - | - | - | 75,009,902 |
| Sonae com SI | 52,241,587 | - | - | - | 52,241,587 |
| Sonaecom BV | 25,020,000 | - | - | - | 25,020,000 |
| PCJ | 3,551,772 | 7,624,774 | - | - | 11,176,546 |
| Público | 3,738,230 | 6,489,365 | - | - | 10,227,595 |
| Miauger | 4,568,100 | 1,146,145 | - | - | 5,714,245 |
| Sonaecom SP | 50,000 | - | - | - | 50,000 |
| 1,170,070,809 | 15,260,284 | - | - | 1,185,306,093 | |
| Impairment losses (note 15) | (97,197,713) | - | 20,000 | (14,838,738) | (112,016,451) |
| 1,072,873,096 | 15,260,284 | 20,000 | (14,838,738) | 1,073,289,642 |
Following the announcement made, on 14 December 2012, between Sonaecom, SGPS, S.A., Kento Holding Limited and Jadeium BV ent to recommend to the Boards of Zon Multimédia Serviços de Telec a merger between the two companies, on 11 January 2013, Sonaecom, SGPS, S.A. carried out a capital increase in kind, transferring 81.807% of its financial participation in Optimus SGPS, S.A. to ZOPT,SGPS, S.A. (vehicle used for this purpose), conditional upon completion of the merger.
Thus, following the above mentioned agreement, on 27 August 2013, and after fulfilling all the remedies required to the operation, the merger was closed. Sonaecom considers this to be the date on which Zopt took control of Zon Optimus (Presently NOS, SGPS, S.A. . Accordingly, in the same day, it was registered the capital increase in kind with a consequence, Sonaecom held a 50% stake in Zopt, as well as shareholder loans to be received from Zopt amounting to Euro 230 million (note 8), which would later be converted on supplementary capital and reduced to Euro 115 million. Additionally, the remaining stake of 18.193% in Optimus SGPS, was converted into a minority stake of 7.28% in NOS (note 7).
not to acquire any shares of NOS, with the exception of the shares acquired by Sonaecom as a result of the operation. for a period of three months, the Group Kento / Jadeium may exercise a call option over half of the shares of NOS that Sonaecom holds at the date of the exercise of call option, at a price equal to the weighted average price of the previous month.
After the share capital increase of Zopt and the closing of the merger between Optimus SGPS and Zon, Sonaecom derecognised an investment in Optimus SGPS amounting to Euro 1,006 million and the supplementary capital amounting to Euro 144.6 million (note 8). Sonaecom has also recognized an investment in Zopt amounting to Euro 598 million 1 (note 6), loans to be received from Zopt amounting Euro 230 million and an investment registered at fair value through NOS shares (the conversion of 20,921,650 Optimus SGPS shares, representing 18.193% of the share capital, to 37,489,324 NOS shares, representing 7.28% of the share capital), at the market price of 27 August 2013 (date of the closing of the merger), amounting to Euro 156 million (note 7).
Thus, as a result of the derecognition of the financial investment in Optimus SGPS, the recognition of the investments in Zopt and NOS, and the loans to be received from Zopt, it was registered a capital loss of 167 million euros.
1 The Zopt participation of 598 million euros (598 = ((2.850 X 50.01%)-230) X 50%) results from the valuation of NOS, amounting to 2,850 million euros. This corresponds to the sum of the valuation of the capital increase in Zopt by Zon and Optimus in 1,500 million euros and 1,000 million euros, respectively (the valuation was made by the entities involved in the capital increase and the merger project) and the minimum synergies estimated, disclosed in the merger project in the amount of 350 million euros, deducted from loans totaling 230 million euros (level 3 of inputs in the hierarchy of fair value). It was decided that Zon market price at the date of the closing of the merger didn fair value of NOS (the argument for not using the Zon share price at the date of the close of the merger, as abovementioned, is proven by the positive evolution of Zon Optimus share price since the date of the merger until the date of this document (2,782 million euros versus 2,141, price at 27 August 2013, merger date). For this reason, the market capitalization of Zon was not considered as a reference for valuing the Zopt investment. The valuation of Zon and Optimus was based on internally projections, regarding the main economic indicators, including operating results and investment. For this purpose, was used a weighted average cost of capital of 9.5% and growth rate of 3%.
In the period ended at 30 June 2014, the amounts of Euro 826,880 and Euro 674.010, under the caption increases in Miauger and PCJ, respectively, correspond to increases in capital to cover losses.
In the period ended at 30 June 2014, the amounts of Euro 1,549,284 and Euro 14,720,000 decreases in Sonaetelecom BV and Sonaecom BV, correspond to discards from shares. 'Transfers and uses' correspond to derecognition of the investment in Miauger, dissolved on May 2014.
In the period ended at 30 June 2013, the amounts of Euro 7,624,774, and Euro 6,489,365 und in PCJ, Público respectively, relates to increases of share capital and the amount of Euro 1,146,145 increase in Miauger corresponds to an increase in capital to cover losses.
The Company presents separate consolidated financial statements at 30 June 2014, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, which presents total consolidated assets of Euro 1,071,460,960 total consolidated liabilities of Euro 78,615,314, consolidated operational revenues of Euro 66,346,551 funds of Euro 992,835,646 including a consolidated net profit (attributable to the Shareholders of the parent company Sonaecom, SGPS, S.A.) for the period ended at 30 June 2014 of Euro 2,240,072.
At 30 June 2014 and 2013, the main financial information regarding the subsidiaries and joint ventures directly owned by the company is, as follows (values in accordance with IFRS):
| 2014 | 2013 | ||||||
|---|---|---|---|---|---|---|---|
| Company | Head office | % holding | funds | Net profit / (loss) | % holding | funds | Net profit / (loss) |
| ZOPT (note 6) | Matosinhos | 50% | 1,280,860,857 | 30,923,065 | 50% | 13,284 | (36,592) |
| Sonae com SI | Maia | 100% | 85,950,226 | (51,072) | 100% | 86,014,037 | 1,457,389 |
| PCJ | Maia | 100% | 1,314,239 | 74,794 | 100% | 2,013,334 | 99,879 |
| Sonaecom BV | Amsterdam | 100% | 377,255 | 135,854 | 100% | 14,765,934 | 186,091 |
| Sonaetelecom BV | Amsterdam | 100% | 66,346 | (1,800) | 100% | 1,615,854 | (19) |
| Sonaecom SP | Maia | 100% | (26,904) | (110,220) | 100% | 48,450 | (1,585) |
| Público | Maia | 100% | (1,216,955) | (1,386,190) | 100% | 396,875 | (995,530) |
| Miauger (a) | Maia | - | - | - | 100% | 142,760 | (76,094) |
| Optimus SGPS | Maia | - | - | - | 100% | 996,019,685 | 43,219,594 |
(a) Company dissolved in May 2014
The evaluation of the existence of impairment losses for the main investments in the Group companies in joint ventures is made by taking into account the cash-generating units, based on most up-to-date business plans duly approved by their Board of Directors, which are made on an annual basis unless there is evidence of impairment and prepared according to projected cash flows for periods of five years. In the area of information systems, the assumptions used are essentially based on the various businesses of the Group and the growth of the several geographic areas where the Group operates. The discount rates used were based on the estimated weighted average cost of capital, which depends on the business segment of each subsidiary, and are as indicated in the table below. In perpetuity, is considered a growth rate of circa 3% in the area of information systems. In situations where the measurement of the existence, or not, of impairment is made based on the net selling price, values of similar transactions and other proposals made are used. Regarding the area of telecommunications (Zopt), the assessment of whether or not the impairment is determinate taking into account with several information as business plans approved by the Board of Directors and the average ratings of external rev iewers (researches).
| Information Systems | Multimedia | Telecommunications | |
|---|---|---|---|
| Assumptions | |||
| Basis of recoverable amount | Value in use | Value in use | Value in use |
| Discount rate | 13.0% | 12.0% | 9.0% |
| Growth rate in perpetuity | 3.0% | 0.0% | 2.0% |
At 30 June 2014 e 2013, this caption included the following investments in joint ventures:
| ZOPT, SGPS, S.A. ('ZOPT') | 597,666,944 | 25,000 |
|---|---|---|
| Company | Balance at | Additions | Transfers and | Balance at 30 | |
|---|---|---|---|---|---|
| 31 December 2013 | (note 5) | Disposals | write-offs | June 2014 | |
| ZOPT | 597,666,944 | - | - | - | 597,666,944 |
| Company | 2014 | ||||
|---|---|---|---|---|---|
| ZOPT, SGPS, S.A. ('ZOPT') | 597,666,944 | 25,000 | |||
| The movements that occurred in this caption during the years ended at 30 June 2014 and 2013 were as follows: | |||||
| Company | Balance at 31 December 2013 |
Additions (note 5) |
Disposals | Transfers and write-offs |
Balance at 30 June 2014 |
| ZOPT | 597,666,944 | - | - | - | 597,666,944 |
| Empresa | Balance at 31 December 2012 |
Additions (note 5) |
Disposals | Transfers and write-offs |
Balance at 30 June 2013 |
| ZOPT | 25,000 | - | - | - | 25,000 |
In August 2013, Sonaecom Group began to hold NOS shares recorded at fair value through profit or loss, as a result of the merger between Optimus SGPS and Zon (note 5), since it is the initial classification of an asset held for a sale purpose in a short-time. In ntrol situation with NOS.
In the period ended at 30 June 2014 were still Sonae acquired shares in accordance with the movement described below.
The movements occurred in this caption during the period ended at 30 June 2014, were as follows:
| 2014 | ||||||
|---|---|---|---|---|---|---|
| Financial assets at fair value through profit or loss | Opening balance | Increases | Decreases | Fair value adjustments (note 20) |
Increase and decrease in fair value of shares intended to cover MTIP |
Closing balance |
| NOS | 202,442,350 | - | (141,650,837) | (7,931,359) | 52,860,154 | |
| Sonae SGPS | - | 5,522,188 | (2,804,200) | 17,433 | (37,725) | 2,697,696 |
| 202,442,350 | 5,522,188 | (144,455,037) | (7,913,926) | (37,725) | 55,557,850 | |
| Recorded under the caption non current assets | 1,192,926 | |||||
| Recorded under the caption current assets | 54,364,924 |
The fair value adjustments Gains and losses on Group companies ofit and Loss Statement (note 18). With the exception of increases and decreases in the fair value of shares intended to cover incentive plans medium term which value is recorded in other captions of the income statement.
The decreases in investments of NOS in 30 June 2014, corresponds to the expected return on stocks trading under the General Public and Voluntary Offer for acquisition of own shares NOS. As a result of this offering Sonaecom reduced its investment in shares in NOS 26,476,792 shares (EUR 141,650,837) (note 12) and now holds 11,012,532 shares representing the share capital of NOS, corresponding to a share of 2.14%.
The evaluation of fair value of the investment is detail as follows:
| NOS | Sonae SGPS | ||
|---|---|---|---|
| Shares | 11,012,532 | 2,249,955 | |
| Level of inputs in the hierarchy of fair value | Level 1 | ||
| Valuation method | Quoted price on the stock exchange | ||
| Quoted price* | 4.8 | 1.199 | |
| Fair value | 52,860,154 | 2,697,696 | |
* Used the share price of 30 June 2014 in the determination of the fair value.
At 30 June 2014 and 2013, this caption was made up as follows:
| 2014 | 2013 | |
|---|---|---|
| Financial assets | ||
| Medium and long-term loans granted: | ||
| Sonae com SI | 13,370,000 | 12,590,000 |
| PCJ | 4,400,000 | 4,690,000 |
| Público | 1,780,000 | - |
| Optimus SGPS | - | 312,850,000 |
| Sonaecom BV | - | 810,000 |
| 19,550,000 | 330,940,000 | |
| Supplementary capital: | ||
| Zopt | 115,000,000 | - |
| Sonae com SI | 39,951,792 | 39,951,792 |
| Público | 2,182,405 | 1,332,405 |
| PCJ | 1,189,445 | 1,863,455 |
| Miauger | - | 158,854 |
| Optimus SGPS | - | 144,630,000 |
| 158,323,642 | 187,936,506 | |
| 177,873,642 | 518,876,506 | |
| Accumulated impairment losses (note 15) | (6,722,405) | (4,986,260) |
| 171,151,237 | 513,890,246 |
During the periods ended at 30 June 2014 and 2013, the movements that occurred - to Group companies and joint ventures were as follows:
| 2014 | |||||
|---|---|---|---|---|---|
| Company | Opening balance | Increases | Decreases | Transfers | Closing balance |
| Sonae com SI | 15,655,000 | - | (2,285,000) | - | 13,370,000 |
| PCJ | 4,610,000 | - | (210,000) | - | 4,400,000 |
| Público | 1,780,000 | - | - | - | 1,780,000 |
| 22,045,000 | - | (2,495,000) | - | 19,550,000 |
| 2013 | |||||
|---|---|---|---|---|---|
| Company | Opening balance | Increases | Decreases | Transfers | Closing balance |
| Optimus SGPS | 312,850,000 | - | - | - | 312,850,000 |
| Sonae com SI | 15,815,000 | - | (3,225,000) | - | 12,590,000 |
| PCJ | 4,690,000 | - | - | - | 4,690,000 |
| Sonaecom BV | 2,075,000 | - | (1,265,000) | - | 810,000 |
| 335,430,000 | - | (4,490,000) | - | 330,940,000 |
During the periods ended at 30 June 2014 and 2013
| 2014 | |||||
|---|---|---|---|---|---|
| Company | Opening balance | Increases | Decreases | Transfers | Closing balance |
| ZOPT | 115,000,000 | - | - | 115,000,000 | |
| Sonae com SI | 39,951,792 | - | - | 39,951,792 | |
| Público | 2,182,405 | - | - | - | 2,182,405 |
| PCJ | 1,863,455 | - | (674,010) | - | 1,189,445 |
| Miauger | 988,853 | - | (988,853) | - | - |
| Optimus SGPS | - | - | - | - | - |
| 159,986,505 | - | (1,662,863) | - | 158,323,642 |
| 2013 | |||||
|---|---|---|---|---|---|
| Company | Opening balance | Increases | Decreases | Transfers | Closing balance |
| Optimus SGPS | 144,630,000 | - | - | - | 144,630,000 |
| Sonae com SI | 39,951,792 | - | - | - | 39,951,792 |
| PCJ | 9,488,228 | - | (7,624,773) | - | 1,863,455 |
| Público | 7,821,770 | - | (6,489,365) | - | 1,332,405 |
| Miauger | 1,305,000 | - | (1,146,146) | - | 158,854 |
| 203,196,790 | - | (15,260,284) | - | 187,936,506 |
During the period ended at 30 June 2014 and 2013, the loans granted to Group companies and joint ventures earned interest at market rates with an average interest rate of 5.73% and 5.62%, respectively. Supplementary capital is non-interest bearing.
Loans granted to Group companies and Supplementary capital, do not have a defined maturity, therefore no information about the aging of these loans is presented.
The evaluation of the existence of impairment losses for the loans made to Group companies was based on the most up-to-date r periods of five years. The discount rates used and the perpetuity growth considered are presented in the previous note (note 5).
At 30 June 2014 and 2013 the value of deferred tax assets not recorded where it is not expected that sufficient taxable profits will be generated in the future to cover those losses, have the following detail:
| 2014 | 2013 | |
|---|---|---|
| Tax losses | 1,233,585 | 12,649,648 |
| Provisions not acceptable for tax purposes, impairment losses and others | 27,957,268 | 31,255,818 |
| Total | 29,190,853 | 43,905,466 |
At 30 June 2014 and 2013, the deferred tax assets relating to tax losses carried forward have the following origin dates:
| Year of origin | 2014 | 2013 |
|---|---|---|
| 2007 | - | 12,649,648 |
| 2014 | 1,233,585 | - |
| 1,233,585 | 12,649,648 |
For the period ended at 30 June 2014 the rate used to calculate the deferred tax assets/liabilities was of 23% relating to tax losses carried forward, and of 24.5% for remaining deferred tax assets and liabilities, as a consequence of the IRC rate change from 25% to 23% from 2014 onwards. For the period ended at 30 June 2013, the rate used to calculate the deferred tax assets/liabilities was of 25% relating to tax losses carried forward, and of 26.5% for remaining deferred tax assets and liabilities. Tax benefits, related to deductions from taxable income, are considered at 100%, and in some cases, their full acceptance is dependent on the approval of the aut horities that concede such tax benefits.
e taxation of temporary differences during the estimated period when the referred rate will be applicable.
The reconciliation between the earnings before tax and the tax recorded for the periods ended at 30 June 2014 and 2013 is as follows:
| 2014 | 2013 | |
|---|---|---|
| Earnings before tax | (5,988,338) | 27,560,894 |
| Income tax rate (2014: 23% /2013: 25%) | 1,377,318 | (6,890,224) |
| Correction of the tax of the previous year and other related taxes | (1,971) | (225,874) |
| Tax provision (notes 16 and 24) | - | (2,575) |
| Movements in provisions not accepted for tax purposes | 1,472,605 | (596,713) |
| Adjustments to the taxable income | (1,524,002) | 6,165,266 |
| Deferred taxes not registed | (1,285,212) | - |
| Use of losses carried forward, which deferred taxes were not recorded | - | 991,253 |
| Income taxation recorded in the year (note 19) | 38,738 | (558,867) |
The tax rate used to reconcile the tax expense and the accounting profit was 23% in the year of 2014 and 25% in 2013 because it are the standards rates of the corporate income tax in Portugal in 2014 and 2013.
The adjustments to the taxable income in 2014 and 2013 relates, mainly, to losses and gains in financial investments and dividends received (note 18), which do not contribute to the calculation of the taxable profit for the year.
Portuguese Tax Authorities can review the income tax returns of the Company for a period of four years (five years for Social Security), except when tax losses have been generated, tax benefits have been granted or when any review, claim or impugnatio n is in progress, in which circumstances, the periods are extended or suspended. Consequently, tax returns of each year, since the year 2010 (inclusive) are still subject to such review. The Board of Directors believes that any correction that may arise as a result of such review would not produce a significant impact in the accompanying financial statements.
visioned in the financial statements, associated to probable tax contingencies that should have been recorded or disclosed in the accompanying financial statements, at 30 June 2014.
At 30 June 2014 and 2013, this caption was made up as follows:
| 2014 | 2013 | |
|---|---|---|
| State and other public entities | 3,355,310 | 1,810,272 |
| Trade debtors | 7,837,095 | 6,312,695 |
| 11,192,405 | 8,122,967 |
At 30 June 2014 and 2013 ved from Group companies related to s and services rendered (notes 18 and 20).
0 June 2014 and 2013, includes the special advanced payment, retentions and taxes to be recovered.
At 30 June 2014 and 2013, the breakdown of cash and cash equivalents was as follows:
| 2014 | 2013 | |
|---|---|---|
| Cash | 474 | 1,042 |
| Bank deposits repayable on demand | 145,117 | 41,673 |
| Treasury applications | 173,980,500 | 110,193,000 |
| 174,126,091 | 110,235,715 | |
| Bank overdrafts (note 14) | - | (1,182,484) |
| 174,126,091 | 109,053,231 |
At 30 June 2014 and 2013 he following breakdown:
| 2014 | 2013 | |
|---|---|---|
| Bank applications | 169,850,500 | - |
| Público | 2,760,000 | 2,655,000 |
| Sonaecom SI | 1,100,000 | - |
| Sonaecom SP | 130,000 | - |
| PCJ | 120,000 | 5,000 |
| Sonaecom BV | 20,000 | - |
| We Do | - | 858,000 |
| Mainroad | - | 470,000 |
| Saphety | - | 40,000 |
| Lugares Vistuais | - | 840,000 |
| Optimus SGPS | - | 105,325,000 |
| 173,980,500 | 110,193,000 |
During the period ended at 30 June 2014, the above mentioned treasury applications bear interests at an average rate of 1.42% (5.57% in 2013).
At 30 June 2014 and 2013, the share capital of Sonaecom was comprised by 311,340,037 and 366,246,868 ordinary registered shares of 0.74 and 1 Euro each. At those dates, the Shareholder structure was as follows:
| 2014 | 2013 | |||
|---|---|---|---|---|
| Number of | ||||
| shares | % | Number of shares | % | |
| Sontel BV | 194,063,119 | 62.33% | 194,063,119 | 52.99% |
| Sonae SGPS | 80,822,964 | 25.96% | 3,430,000 | 0.94% |
| Shares traded on the Portuguese Stock Exchange ('Free Float') | 30,882,940 | 9.92% | 89,932,361 | 24.56% |
| Own shares (note 13) | 5,571,014 | 1.79% | 5,571,014 | 1.52% |
| Atlas Service Belgium** | - | - | 73,249,374 | 20.00% |
| Efanor Investimentos, S.G.P.S., S.A.* | - | - | 1,000 | 0.00% |
| 311,340,037 | 100.00% | 366,246,868 | 100.00% |
* In the period ended at 30 June 2014, following the completion of Public Offer of own shares, Efanor has no longer a direct participation in the capital of Sonaecom
**At 15 February 2013, Sonae and France Télécom ('FT-Orange') have concluded an agreement, which consisted in the assignment of a call and a put option, respectively, of the 20% stake in Sonaecom, held at that date by a subsidiary of FT-Orange. At 9 September 2013, the abovementioned option was exercised by Sonae and FT-Orange respectively.
On 5 February 2014, Sonaecom made public the decision to launch a general and voluntary tender o ffer for the acquisition of shares representing the share capital of Sonaecom.
The offer was general and voluntary, with the offered obliged to acquire all the shares that were object of the offer and were, until the end of the respective period, subject to valid acceptance by the recipients.
The period of the offer, during which sales orders were received, ran for two weeks, beginning on 6 February and ending on 19 February 2014.
On 20 February 2014, the results of the offer were released. The level of acceptance reached 62%, corresponding to 54,906,831 Sonaecom shares.
In 2014 Sonaecom reduced reduction of the nominal value of the remaining shares of capital stock of the of Sonaecom 1 euro to 0.74 euro per share. Fol lowing this result, the Euronext announced the exclusion of Sonaecom PSI-20 from February 24, 2014.
As a return for the own shares acquired in this General Public Offer and Voluntary process Sonaecom delivered 26,476,792 shares representing the share capital of NOS which were recorded in the balance sheet by EUR 141,650,837 (Note 7) and the amount of 19,632 euros in cash, so as a result of this General Public and Voluntary Offer, assets and equity Sonaecom decreased by EUR 141,670,470.
All shares that comprise the share capital of Sonaecom, are authorised, subscribed and paid. All shares have the same rights and each share corresponds to one vote.
During the period ended 30 June 2014, Sonaecom did not acquire, sold or delivered own actions, in addition the own shares purchased under the General Public Offer and Voluntary process described in Note 12, whereby the amount held to date, is of 5,571,014 o wn shares representing 1.79% of its share capital, at an average price of 1.515 euros
At 30 June 2014 and 2013
| Amount outstanding | |||||
|---|---|---|---|---|---|
| Type of | |||||
| Issue denomination | Limit | Maturity | reimbursement | 2014 | 2013 |
| 'Obrigações Sonaecom SGPS 2011' | 100,000,000 | Mar-15 | Final | - | 100,000,000 |
| 'Obrigações Sonaecom SGPS 2010' | 40,000,000 | Mar-15 Jul-14/ |
Final | - | 40,000,000 |
| 'Obrigações Sonaecom SGPS 2012' | 20,000,000 | Jan-15/Jul-15 | Parcel | - | 20,000,000 |
| 'Obrigações Sonaecom SGPS 2013' | 20,000,000 | Jun-16 | Final | - | 20,000,000 |
| Costs associated with financing set-up | - | - | - | - | (1,355,060) |
| Interests incurred but not yet due | - | - | - | - | 1,711,194 |
| - | 180,356,134 | ||||
| Commercial paper | 30,000,000 | Jul-15 | - | - | 30,000,000 |
| Commercial paper | 30,000,000 | Nov-14 | - | - | 30,000,000 |
| Costs associated with financing set-up | - | - | - | - | (116,238) |
| Interests incurred but not yet due | - | - | - | - | 252,470 |
| - | 60,136,232 | ||||
| - | 240,492,366 | ||||
| Amount outstanding | |||||
|---|---|---|---|---|---|
| Type of | |||||
| Issue denomination | Limit | Maturity | reimbursement | 2014 | 2013 |
| Treasury applications | - | - | - | 11,802,216 | 17,044,000 |
| Interests incurred but not yet due | - | - | - | 56,846 | 181,282 |
| 11,859,062 | 17,225,282 | ||||
| Commercial paper | 25,000,000 | Jul-13 | - | - | 25,000,000 |
| Commercial paper | 100,000,000 | Jun-14 | - | - | 100,000,000 |
| Costs associated with financing set-up | - | - | - | - | (17,842) |
| Interests incurred but not yet due | - | - | - | - | 8,372 |
| - | 124,990,530 | ||||
| Overdraft facilities | 16,500,000 | Jul-13 | - | - | 8,805,000 |
| Authorised overdrafts (note 11) | 2,500,000 | Oct-13 | - | - | 1,173,239 |
| Bank overdrafts (note 11) | - | - | - | - | 9,245 |
| - | 9,987,484 | ||||
| 11,859,062 | 152,203,296 |
In March 2010, Sonaecom signed other Bond Loan, privately placed, in the amount of Euro 40 million, without guarantees and maturity of 5 years. The loan bear interest at floating rate indexed to Euribor, and paid semiannually. The issues was organised and mounted by Caixa - Banco de Investimento. These bond issues was traded on Euronext Lisbon market. During the year ended at 31 December 2013, following the merger, the Bond Loan of Euro was transferred to NOS.
In September 2011, Sonaecom signed a Bond Loan, privately placed, amounting to Euro 100 million without guarantees and with a maturity of three and half years. The bonds bear interest at floating rate indexed to Euribor and paid semi-annually. This issue was organized and mounted by BNP Paribas, ING Belgium SA / NV and West LB AG. During the year ended at 31 December 2013, Portigon AG (previously named West LB AG), transferred an amount of Euro 33.300.000 (corresponding to its entire participation in the loan) During the year ended at 31 December 2013, following the merger (note 5), the Bond Loan of Euro 100 million was transferred to NOS.
In July 2012, Sonaecom signed a Bond Loan, privately placed, amounting to Euro 20 million without guarantees and with the mat urity of three years. The bonds bear interest at floating rate, indexed to Euribor and paid semiannually. This issue was organised and mounted by Banco BPI. During the year ended at 31 December 2013, following the merger (note 5), the Bond Loan of Euro 20 million was fully reimbursed and, subsequently, transferred to NOS the capacity to use this facility, in the form of commercial paper by the same amount.
In May 2013, Sonaecom signed a Bond Loan, privately placed, amounting to Euro 20 million, without guarantees and with a maturity date of three years. The bonds bear interest at floating rate indexed to Euribor and paid semiannually. This issue was organized and mounted by Caixa Económica Montepio Geral. This loan was repaid early in June 2014.
The loan above is unsecured and the fulfillment of the obligations under this loan is exclusively guaranteed by the underlying activities and the indebted company cash flows generation capacity.
The average interest rate of the bond loans, in the period 2014, was 4.83% (2.48% in 2013).
In June 2010, Sonaecom contracted a Commercial Paper Programme Issuance with maximum amount of Euro 15 million with subscription grant and maturity of three years, organised by Caixa Económica Montepio Geral. In June 2013 an addition was made to
the contract that lasted for one year, automatically renewable for equal periods up to a maximum of 5 years. In 31 March 2014, this credit line was transferred to Sonae SGPS.
In July 2012, Sonaecom contracted a Commercial Paper Programme Issuance with maximum amount of Euro 30 million with subscription grant and maturity of tree years, organised by Caixa Banco de Investimento and Caixa Geral de Depósitos. Additionally, in the same period, Sonaecom contracted a Commercial Paper Programme Issuance with a maximum amount of Euro 25 million with subscription grant and maturity of one year, organised by Banco Santander Totta. During the year ended at 31 December 2013, following the merger (note 5), the two Commercial Paper Programmes were fully reimbursed and, subsequently, transferred to NOS the capacity to use this facility.
In May 2013, Sonaecom contracted a Commercial Paper Programme Issuance with maximum amount of Euro 30 million with subscription grant and maturity of eighteen months, organised by Banco Espírito Santo de Investimento and Banco Espírito Santo. During the year ended at 31 December 2013, following the merger (note 5), the Commercial Paper Programme of Euro 30 million was fully reimbursed and, subsequently, transferred to NOS the capacity to use this facility.
In June 2013, Sonaecom contracted a Commercial Paper Programme Issuance with maximum amount of Euro 100 million with subscription grant and maturity of one year, organised by Banco Comercial Português. During the year ended at 31 December 2013, following the merger (note 5), the Commercial Paper Programme of Euro 100 million was fully reimbursed and, subsequently, transferred to NOS the capacity to use this facility.
The average interest rate of the commercial papers, in the period of 2013, was 4.03%.
All the loans above are unsecured and the fulfillment of the obligations under these loans is exclusively guaranteed by the underlying activities and the indebted company cash flows generation capacity.
Sonaecom has also short term bank credit lines, in the form of current or overdraft account commitments, in the amount of Euro 1 million. These credit lines have maturities up to one year, automatically renewable, except in case of termination by either party, with some periods of notice.
During the year ended at 31 December 2013, following the merger (note 5), bank credit line of short-term portion amounting Euro 10 million of Banco Popular was transferred to NOS.
All these loans and bank credit lines bear interest at market rates, indexed to the Euribor for the respective term, and were all contracted in euro.
During the periods ended at 30 June 2014 and 2013
| 2014 | 2013 | |
|---|---|---|
| Zopt | 11,557,500 | - |
| Sonaecom SP | 235,000 | 45,000 |
| Sonaetelecom BV | 9,716 | 1,599,000 |
| Sonaecom BV | - | 8,715,000 |
| Digitmarket | - | 4,955,000 |
| Miauger | - | 145,000 |
| Sonae com SI | - | 1,585,000 |
| 11,802,216 | 17,044,000 |
The treasury applications received from Group companies are payable in less than one year and earn interests at market rates. During the periods ended at 30 June 2014 and 2013, the treasury applications earned an average interest rate of 2.01% and 3.12%, respectively.
At 30 June 2014 and 2013, the repayment schedule of medium and long-term loans and of interests (nominal values), for both bonds and commercial paper were as follows (values based on the latest interest rate established for each type of loan):
| Within 12 months |
Between 12 and 24 months |
Between 24 and 36 months |
Between 36 and 48 months |
Between 48 and 60 months |
Between 60 and 72 months |
|
|---|---|---|---|---|---|---|
| 2014 | ||||||
| Bond loan: | ||||||
| Reimbursements | - | - | - | - | - | - |
| Interests | - | - | - | - | - | - |
| Commercial paper: | ||||||
| Reimbursements | - | - | - | - | - | - |
| Interests | - | - | - | - | - | - |
| - | - | - | - | - | - | |
| 2013 | ||||||
| Bond loan: | ||||||
| Reimbursements | - | 150,000,000 | 30,000,000 | - | - | - |
| Interests | 6,569,186 | 4,984,174 | 956,318 | - | - | - |
| Commercial paper: | - | - | - | |||
| Reimbursements | - | 30,000,000 | 30,000,000 | - | - | - |
| Interests | 2,690,353 | 1,712,233 | 95,725 | - | - | - |
| 9,259,539 | 186,696,407 | 61,052,043 | - | - | - |
Although the maturity of commercial paper issuance is between one week and six months, the counterparties assumed the placement and the maintenance of those limits for a period of one to three years. As so, such liabilities are recorded in the medium and long term in the period ended at 30 June 2013.
At 30 June 2014 and 2013, the available bank credit lines of the Company are as follows:
| Maturity | |||||
|---|---|---|---|---|---|
| Amount | More than 12 | ||||
| Credit | Limit | outstanding | Amount available | Until 12 months | months |
| 2014 | |||||
| Authorised overdrafts | 1,000,000 | - | 1,000,000 | x | |
| 1,000,000 | - | 1,000,000 | |||
| 2013 | |||||
| Commercial paper | 100,000,000 | 100,000,000 | - | x | |
| Commercial paper | 30,000,000 | 30,000,000 | - | x | |
| Commercial paper | 30,000,000 | 30,000,000 | - | x | |
| Commercial paper | 25,000,000 | 25,000,000 | - | x | |
| Commercial paper | 15,000,000 | - | 15,000,000 | x | |
| Bond loan | 100,000,000 | 100,000,000 | - | x | |
| Bond loan | 40,000,000 | 40,000,000 | - | x | |
| Bond loan | 20,000,000 | 20,000,000 | - | x | |
| Bond loan | 20,000,000 | 20,000,000 | - | x | |
| Overdraft facilities | 16,500,000 | 8,805,000 | 7,695,000 | x | |
| Authorised overdrafts* | 10,000,000 | - | 10,000,000 | x | |
| Authorised overdrafts | 2,500,000 | 1,173,239 | 1,326,761 | x | |
| Several | - | 9,245 | - | x | |
| 409,000,000 | 374,987,484 | 34,021,761 |
* Can also be used in the form of commercial paper
At 30 June 2014 and 2013, there are no interest rate hedging instruments.
The movements in provisions and in accumulated impairment losses in the years ended 30 June 2014 and 2013 were as follows:
| Opening balance |
Increases | Reductions | Transfers and utilizations |
Closing balance |
|
|---|---|---|---|---|---|
| 2014 | |||||
| Accumulated impairment losses on investments in Group companies (notes 5 and 18) |
112,859,590 | 17,154 | (1,806,258) | (5,552,273) | 105,518,213 |
| Accumulated impairment losses on other non-current assets (notes 8 and 18) |
6,296,259 | 1,415,000 | - | (988,854) | 6,722,405 |
| Provisions for other liabilities and charges | 332,469 | 28 | - | 13,406 | 345,903 |
| 119,488,318 | 1,432,182 | (1,806,258) | (6,527,721) | 112,586,521 | |
| 2013 | |||||
| Accumulated impairment losses on investments in Group companies (notes 5 and 18) |
97,197,713 | - | (20,000) | 14,838,738 | 112,016,451 |
| Accumulated impairment losses on other non-current assets (notes 8 and 18) |
17,204,998 | 2,620,000 | - | (14,838,738) | 4,986,260 |
| Provisions for other liabilities and charges | 74,959 | 103,136 | (706) | - | 177,389 |
| 114,477,670 | 2,723,136 | (20,706) | - | 117,180,100 |
ofit and loss statement with the exception of the impairment losses in investments in Group companies and other non-current assets, which, ses on 18).
At 30 June 2013, t Euro 2,575 registered in the , (note 19). At 30 June 2014 and 2013 the amount of 28 and 96 euros recorded in the income statement in 'Other financial costs', concerns the update of the provision for decommissioning o f sites as provided for in IAS 16 - 'Tangible assets' (Note 1.a). Additionally, in 30 June Provisions for other liabilities the amount of Euro 100,465 to cover several contingencies related to probable liabilities resulting from several transactions which cash outflow is probable.
At 30 June 2014 and 2013, this caption was made up as follows:
| 2014 | 2013 | |
|---|---|---|
| Other creditors | 1,561,871 | 944,158 |
| State and other public entities | 3,060 | 140,393 |
| 1,564,931 | 1,084,551 |
At 30 June 2014 and 2013, this caption was made up as follows:
| 2014 | 2013 | |
|---|---|---|
| Specialised work | 337,905 | 969,375 |
| Travel and accommodation | 47,432 | 57,407 |
| Insurance | 23,003 | 24,916 |
| Communications | 22,422 | 27,632 |
| Rents | 17,059 | 56,278 |
| Other external supplies and services | 29,561 | 38,141 |
| 477,382 | 1,173,749 |
Net financial results for the periods ended 30 June 2014 and 2013 are made up as follows ((costs)/gains):
| 2014 | 2013 | |
|---|---|---|
| Gains and losses on investments in Group companies | ||
| Losses related to Group companies (notes 5, 8 and 15) | (1,432,154) | (2,600,000) |
| Gains related to Group companies | 2,109,904 | 24,700,000 |
| 677,750 | 22,100,000 | |
| Gains and losses on financial assets at fair value through profit or loss | ||
| Gains and losses on financial assets at fair value through profit or loss (note 7) | (7,913,926) | - |
| Dividends obtained | 1,321,504 | - |
| (6,592,422) | - | |
| Other financial expenses | ||
| Interest expenses: | ||
| Bank loans | (487,346) | (2,391,394) |
| Other loans | (214,174) | (4,151,784) |
| (701,520) | (6,543,178) | |
| Other financial expenses | (251,779) | (186,776) |
| (251,779) | (186,776) | |
| (953,299) | (6,729,954) | |
| Other financial income | ||
| Interest income | 1,876,901 | 12,818,304 |
| Foreign currency exchange gains | 245 | 131 |
| Other financial income | 156,097 | - |
| 2,033,243 | 12,818,435 |
At 30 June 2014, the losses on the Group companies include the reinforcement of impairment losses on other non-current assets (Note 13), in the amount of 1,415,000 euros and the reinforcement of impairment losses on investments in companies group in the amount of 17,154 euros (Note 13).
At 30 June 2014, gains relate to Group companies include the reversal of impairment losses on investments in group companies in other non-current assets in the amount of 1,806,258 euros and the gain resulting from the liquidation of the subsidiary Miauger, in the amount of 303,646 euros.
At 30 June 2013, the losses on the Group companies include reinforcement of impairment losses on other non-current assets (note 13), in the amount of 2,620,000 euros and the decrease in impairment losses on investments in companies group (note 13), in the amount of 20,000 euros.
At 30 June 2013, gains relating to group companies relate to dividends received from subsidiary Optimus SGPS.
Income taxes recognized during the periods ended at 30 June 2014 and 2013 were made up as follows ((costs) / gains):
| 2014 | 2013 | |
|---|---|---|
| Current tax | 38,738 | (556,292) |
| Tax provision (notes 9 and 15) | - | (2,575) |
| Closing balance | 38,738 | (558,867) |
The most significant balances and transactions with related parties (which are detailed in the appendix) at 30 June 2014 and 2013 were as follows:
| Balances at 30 June 2014 |
|||||
|---|---|---|---|---|---|
| Accounts receivable (note 10) |
Accounts payable (note 16) |
Treasury applications (note 11) |
Other assets / (liabilities) |
Loans granted / (obtained) (note 8 and 14) |
|
| Parent Company Sonae SGPS Subsidiaries |
(9,890) | - | - | (14,844) | - |
| PCJ Público |
165,558 71,389 |
- 1,143,767 |
120,000 2,760,000 |
22,334 (22,448) |
4,400,000 1,780,000 |
| Sonae com SI Sonaecom BV Sonae Telecom BV |
634,020 1,910 - |
5,409 357,408 37,883 |
1,100,000 20,000 - |
83,346 150 - |
13,370,000 (38,360) (13,833) |
| Sonaecom SP Others related parties |
13,359 | 55,325 | 130,000 | 200 | (235,055) |
| Digitmarket Mainroad Saphety |
2,984 31,177 15,981 |
19,715 32,451 6,479 |
- - - |
- 199 60 |
- - - |
| Sonaecenter II Wedo |
26,958 1,903,540 |
- - |
- - |
(141,390) 563 |
- - |
| ZOPT Others |
92,000 - 2,948,986 |
- 29,971 1,688,408 |
- - 4,130,000 |
49,514 (13,230) (35,546) |
11,571,814 - 30,834,566 |
Accounts receivable (note 10) Accounts payable (note 16) Treasury applications (note 11) Other assets / (liabilities) Loans granted / (obtained) (note 8 and 14) Parent Companies Sonae SGPS - - - (14,844) - Subsidiaries Miauger (7,481) - - - (146,429) Optimus SGPS 5,581,764 - 105,325,000 3,237,197 312,850,000 PCJ 205,796 - 5,000 22,907 4,690,000 Público (2,241,009) - 2,655,000 33,989 - Sonae com SI 196,756 - - 58,890 10,993,512 Sonaecom BV 72,881 - - 3,789 (8,024,235) Sonaetelecom BV - - - - (1,611,592) Sonaecom SP 12 - - - (45,370) Others related parties Be Artis (1,450,105) 3,382 - - - Be Towering (17,688) - - - - Digitmarket 4,784 1,505 - - (4,989,600) Lugares Virtuais (152,035) - 840,000 11,146 - Mainroad 185,279 4,269 470,000 13,948 - NOS Comunicações 3,687,494 153,703 - 45,787 - Saphety 8,726 5,433 40,000 50,421 (1,568) Sontária (5,628) 3,055 - 1,783 Wedo 184,588 - 858,000 25,920 - Others (307) 103,905 - (59,480) - 6,253,827 275,252 110,193,000 3,431,453 313,714,718
| Transactions at 30 June 2014 |
||||
|---|---|---|---|---|
| Supplies and services | Interest and similar | |||
| Sales and services | received | income / (expense) | Supplementary | |
| rendered | (note 17) | (note 18) | income | |
| Parent Company | ||||
| Sonae SGPS | - | (771) | 1,001,287 | - |
| Subsidiaries | ||||
| Miauger | - | - | (1,573) | - |
| PCJ | - | - | 130,327 | - |
| Público | (4,444) | 367 | 113,493 | 1 |
| Sonae com SI | - | 15,466 | 426,465 | - |
| Sonaecom BV | - | - | (154,777) | - |
| Sonaetelecom BV | - | - | (16,665) | - |
| Sonaecom SP | - | 146,826 | 4,378 | - |
| Wedo | 87,945 | - | 24,646 | - |
| Others related parties | ||||
| Digitmarket | 24,053 | 1,329 | (18,361) | - |
| Mainroad | 30,053 | - | 6,137 | - |
| Saphety | 24,053 | 1,546 | 6,482 | - |
| Sonaecenter II | - | 53,191 | - | - |
| Raso - Viagens e turismo | - | 40,004 | - | - |
| Others | - | 659 | - | - |
| 161,660 | 258,617 | 1,521,839 | 1 |
| Transactions at 30 June | ||||
|---|---|---|---|---|
| 2013 | ||||
| Supplies and services | Interest and similar | |||
| Sales and services rendered |
received (note 17) |
income / (expense) (note 18) |
Supplementary income | |
| Parent Company | ||||
| Sonae SGPS | - | - | (14,844) | - |
| Subsidiaries | ||||
| Miauger | - | - | (3,175) | - |
| Optimus SGPS | - | - | 12,163,749 | - |
| PCJ | - | - | 135,103 | - |
| Público | 59,695 | (39,503) | 52,236 | - |
| Sonae com SI | 2,313 | - | 341,441 | - |
| Sonaecom BV | - | - | (208,394) | - |
| Sonaetelecom BV | - | - | (25,068) | - |
| Sonaecom SP | - | - | (752) | - |
| Others related parties | ||||
| Be Artis | - | 14,266 | - | - |
| Be Towering | - | (22,420) | - | - |
| Digitmarket | 23,336 | (2,193) | (67,941) | - |
| Lugares Virtuais | 10,712 | 1,500 | 19,465 | - |
| Mainroad | 35,003 | (600) | 19,713 | - |
| NOS Comunicações | 1,558,469 | 366,875 | - | 52,537 |
| Saphety | 21,423 | (71,889) | (5,062) | - |
| Sonae Center Serviços II | (9,917) | 394,717 | - | - |
| Sontária | - | 11,469 | - | - |
| Wedo | 61,877 | 3,410 | 30,726 | - |
| Others | - | 45,359 | - | - |
| 1,762,911 | 700,991 | 12,437,197 | 52,537 |
During 2012, the Group signed an agreement with Sonae SGPS, under which Sonae compromise to transfer to employees and board members of Sonaecom, Sonaecom SGPS shares, at the price of 1.184 euros, until 2016, as requested by Sonaecom and under the MTIP of Sonaecom. The average price of this contract was 1.184 euros per share and it was prepaid to Sonae SGPS S.A. by the amount of EUR 3,291,520.
During the year ended at 31 December 2013, Sonaecom partially anticipated the maturity of the contract, receiving the amount of Euro 4,444,207. At 11 July 2014 the company terminated this contract so, Sonae SGPS, SA will repay the remaining amount in debt.
All the above transactions were made at market prices.
Accounts receivable and payable to related companies will be settled in cash and are not covered by guarantees.
Guarantees provided to third parties at 30 June 2014 and 2013 were as follows:
| Beneficiary | Description | 2014 | 2013 |
|---|---|---|---|
| Direção de Contribuições e Impostos (Portuguese tax authorities) | VAT reimbursements | 1,435,379 | 5,955,731 |
| Direção de Contribuições e Impostos (Portuguese tax authorities) | Additional tax assessments (VAT, Stamp and Income tax) | 222,622 | 2,696,853 |
| Direção de Contribuições e Impostos (Portuguese tax authorities) | Others | - | 16,795 |
| 1,658,001 | 8,669,379 |
In addition to these guarantees were set up sureties for the current fiscal processes. The Sonae SGPS consisted of Sonaecom SGPS surety to the amount of Euro 2,844,270 and Sonaecom SGPS consisted of NOS Comunicações surety for the amount of Euro 10,503,072.
At 30 June 2014, the Board of Directors of the Company believes that the decision of the court proceedings and ongoing tax assessments in progress will not have significant impacts on the financial statements.
Earnings per share, basic and diluted, are calculated by dividing the net income of the year (Euro 5,949,600 in 2014 and Euro 27,002,027 in 2013) by the average number of shares outstanding during the periods ended at 30 June 2014 and 2013, net of own shares (324,071,300 in 2014 and 361,206,812 in 2013).
In June 2000, the Company created a discretionary Medium Term Incentive Plan for more senior employees, based on Sonaecom options and shares and Sonae-SGPS, S.A. shares. The vesting occurs three years after the award of each plan, assuming that the employees are still employed in the Company.
The Sonaecom plans outstanding at 31 December 2013 were summarized as follows:
| Vesting period | 31 December 2013 | ||||
|---|---|---|---|---|---|
| Share price at award date* |
Award date | Vesting date | Aggregate number of participations |
Number of shares |
|
| Sonaecom shares | |||||
| 2010 Plan | 1.399 | 10-Mar-11 | 10-Mar-14 | 2 | 206,064 |
| 2011 Plan | 1.256 | 09-Mar-12 | 10-Mar-15 | 2 | 221,505 |
| 2012 Plan | 1.505 | 08-Mar-13 | 10-Mar-16 | 2 | 129,694 |
| Sonae SGPS shares | |||||
| 2010 Plan | 0.811 | 10-Mar-11 | 10-Mar-14 | 2 | 214,640 |
| 2011 Plan | 0.401 | 09-Mar-12 | 10-Mar-15 | 2 | 419,985 |
| 2012 Plan | 0.701 | 08-Mar-13 | 10-Mar-16 | 2 | 163,966 |
*Average share price in the month prior to the award date, for Sonaecom shares and the lower of the average share price for the month prior to the Annual General Meeting and the share price on the day after the Annual General Meeting, for Sonae SGPS shares.
At 10 March 2014, Sonaecom shares plans were converted in full for shares Sonae SGPS. This conversion was based on the terms set out in exchange takeover bid at 20 February 2014, referred to in Note 12 to determine the fair value of Sonaecom plans, and based on the price of shares Sonae SGPS.
Therefore, the conversion of the plans was based Sonaecom / Sonae SGPS implied ratio under fixed the takeover bid (1 Sonaecom Action - Sonae SGPS shares approximately 2.05).
After conversion at 10 March 2014, the converted plans can be detailed as follows:
| Vesting period | 10 March 2014 | ||||
|---|---|---|---|---|---|
| Share price at 20 Februaru 2014* |
Award date | Vesting date | Aggregate number of participations |
Number of shares |
|
| Sonae SGPS shares | |||||
| 2010 Plan | 1.258 | 10-Mar-11 | 10-Mar-14 | 2 | 422,647 |
| 2011 Plan | 1.258 | 09-Mar-12 | 10-Mar-15 | 2 | 454,317 |
| 2012 Plan | 1.258 | 08-Mar-13 | 10-Mar-16 | 2 | 266,008 |
*Quotation of the day of publication of the results of the Tender Offer
By the Board Nomination and Remuneration Decision, the delivery of the 2010 Plan was prosecute in May 2014.
Therefore, the plans still open at 30 June 2014 are as follows:
| Vesting period | 30 June 2014 | ||||
|---|---|---|---|---|---|
| Share price at 30 June 2014/ Award date |
Award date | Vesting date | Aggregate number of participations |
Number of shares |
|
| Sonae SGPS shares ( Arising from the conversion of | |||||
| Sonaecom plans) | |||||
| 2011 Plan | 1.199 | 09-Mar-12 | 10-Mar-15 | 2 | 466,679 |
| 2012 Plan | 1.199 | 08-Mar-13 | 10-Mar-16 | 2 | 273,247 |
| Sonae SGPS shares | |||||
| 2011 Plan | 0.401 | 09-Mar-12 | 10-Mar-15 | 2 | 431,413 |
| 2012 Plan | 0.701 | 08-Mar-13 | 10-Mar-16 | 2 | 168,427 |
| 2013 Plan | 1.199 | 10-Mar-14 | 10-Mar-17 | 2 | 273,247 |
During the period ended at 30 June 2014, the movements that occurred in the plans can be summarized as follows:
| Sonaecom shares | Sonae SGPS shares | |||
|---|---|---|---|---|
| Aggregate number of participations |
Number of shares | Aggregate number of participations |
Number of shares | |
| Outstanding at 31 December 2013: | ||||
| Unvested | 6 | 557,263 | 6 | 798,591 |
| Total | 6 | 557,263 | 6 | 798,591 |
| Movements in year: | ||||
| Awarded | - | - | 2 | 266,008 |
| Vested | - | - | (4) | (637,287) |
| Converted | (6) | (557,263) | 6 | 1,142,972 |
| Cancelled / lapsed / corrected* | - | - | - | 42,729 |
| Outstanding at 30 June 2014: | ||||
| Unvested | - | - | 10 | 1,613,013 |
| Total | - | - | 10 | 1,613,013 |
* The adjustments are made for dividends paid and for share capital changes and others adjustments, namely, resulting from a change in the vesting of the MTIP, which may now be made through the purchase of shares with a discount.
The responsibility for all plans was recognized under 'Other current liabilities' and Other non-current liabilities'. For originally plans of Sonae SGPS shares, the Group entered into hedging contract with external entities, and the responsibilities are calculated based on the prices agreed on those contracts.
The detail of the hedging contracts is as follows:
| Sonae SGPS shares | Sonaecom shares |
||
|---|---|---|---|
| 2011 Plan | 2012 Plan | 2011 Plan | |
| Notional value | 323,727 | 492,439 | |
| Maturity | Mar-15 | Mar-16 | Dec-16 |
| Level of inputs in the hierarchy of fair value | Nível 2 | ||
| Valuation method | Current replacement cost | ||
| Fair value* | 632,845 | 192,551 | 281,929 |
* Used the share price of 30 June 2014 in the determination of the fair value.
During the year 2012, Sonaecom signed a contract with Sonae SGPS, SA, in which it undertook to make, by the end of year 2016 the transfer of shares to employees Sonaecom SGPS group by indication Sonaecom and under the incentive plans medium term. During
the year ended at 31 December 2013, Sonaecom partially anticipated the maturity of the contract and at 11 July 2014 the company ceased it.
Share plan costs are recognised in the accounts over the period between the award and the vesting date of those plans. The costs recognised in previous years and in the period ended at 30 June 2014, were as follows:
| Sonaecom shares |
Sonae SGPS shares |
Zon Optimus SGPS shares |
Total | |
|---|---|---|---|---|
| Costs recognised in previous years | 2,905,435 | 3,376,254 | 399,083 | 6,680,772 |
| Costs recognised in the period | 57,543 | 232,547 | 20,039 | 310,129 |
| Impact of conversion of Sonaecom Plans | (531,505) | 1,666,165 | - | 1,134,660 |
| Costs of plans vested in previous years | (2,431,473) | (3,112,960) | - | (5,544,433) |
| Costs of plans vested in the period | (992,675) | - | (992,675) | |
| - | 1,169,331 | 419,122 | 1,588,453 | |
| Responsability of plans | 281,929 | 1,994,727 | 419,122 | 2,695,778 |
| Fair value of hedging contracts (1) | (281,929) | (825,396) | - | (1,107,325) |
| Recorded in cash and cash equivalents (2) | - | - | (43,048) | (43,048) |
| Recorded in other current liabilities | - | 859,877 | 218,955 | 1,078,832 |
| Recorded in other non current liabilities | - | 309,454 | 243,215 | 552,669 |
| Recorded in reserves | - | - | - | - |
(1)Sonaecom has signed hedging contracts to cover its responsibilities related with the medium and long- incentive plans, later transferring, through contracts, the responsibility for each company of the group. The fair value of the hedging contracts, considered in the table above, corresponds to the amount that
(2)Sonaecom partially anticipated the maturity of the hedging contract with Sonae SGPS, receiving an amount equivalent to the present market value of Sonaecom shares.
At 10 March 2014, Sonaecom shares plans were fully converted into shares Sonae SGPS. This conversion was based on the terms of trade set out in the Tender Offer at 20 February 2014, referred to in Note 12, to determine the fair value of the plans and, based on the share prices Sonae SGPS. Therefore, it was determined the number of shares to be delivered to Sonae SGPS employees. The liability relating to the period of each plan on the date of conversion (EUR 1,551,080) was recognized under 'Other current liabilities' and' Other non current liabilities' by hand 'equity in accordance with the provisions of IFRS 2.
In 27 August 2013, part of the Sonaecom and Sonae SGPS plans outstanding were converted to NOS plans. The conversion of the Sonaecom plans was made according to the merger ratio, but the conversion of Sonae SGPS plans was made according t o the fair value of the shares. This decision was duly approved by the Board Nominations and Remunerations Committee. The cost of NOS plans was recognized until 30 September 2013, date on which NOS started to take responsibility for them. The responsibility of these plans nd -
These financial statements were approved by the Board of Directors on 5 August 2014.
These financial statements are a translation of financial statements originally issued in Portuguese in accordance with Inter national Financial Reporting Standards (IAS / IFRS) as adopted by the European Union and the format and disclosures required by those Standards, some of which may not conform to or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
At 30 June 2014, the related parties of Sonaecom, SGPS, S.A. are as follows
| Key management personnel - Sonaecom | |
|---|---|
| Ângelo Gabriel Ribeirinho dos Santos Paupério | Maria Cláudia Teixeira de Azevedo |
| António Bernardo Aranha da Gama Lobo Xavier | |
| Key management personnel - Sonae SGPS | |
| Álvaro Carmona e Costa Portela | Christine Cross |
| Álvaro Cuervo Garcia | Duarte Paulo Teixeira de Azevedo |
| Belmiro de Azevedo | José Manuel Neves Adelino |
| Bernd Hubert Joachim Bothe | Michel Marie Bon |
| Sonaecom Group Companies | |
| Cape Technologies Limited | Sonaetelecom BV |
| Tecnológica Telecomunicações LTDA. | |
| PCJ - Público, Comunicação e Jornalismo, S.A. | |
| Praesidium Services Limited | WeDo Technologies Mexico, S de R.L. |
| We Do Technologies Panamá S.A. | |
| Saphety Brasil Transações Eletrônicas Ltda. | WeDo Poland Sp. Z.o.o. |
| We Do Technologies Singapore PTE. LTD. | |
| WeDo Technologies Australia PTY Limited | |
| WeDo Technologies Egypt LLC | |
| WeDo Technologies (UK) Limited | |
| Sonaecom BV | WeDo Technologies Americas, Inc. |
| Sonaecom - Cyber security and intelligence, SGPS, S.A. | WeDo Technologies BV |
| Sonaecom, SGPS, S.A. | |
| Sonaecom - Serviços Partilhados, S.A. |
| Sonae/Efanor/NOS Group Companies | |
|---|---|
| 3shoppings - Holding,SGPS, S.A | BIG Picture 2 Films |
| ADD Avaliações Eng. A.e Pericias, Ltda | Bloco Q-Sociedade Imobiliária,SA |
| Adlands B.V. | Bloco W-Sociedade Imobiliária,SA |
| Aegean Park,SA | BOM MOMENTO - Restauração, S.A. |
| Agepan Eiweiler Management GmbH | Canasta-Empreendimentos Imobiliários,SA |
| Agepan Tarket Laminate Park GmbH Co. KG | Carnes do Continente-Ind.Distr.Carnes,SA |
| Agloma Investimentos, Sgps, S.A. | Carvemagere-Manut.e Energias Renov., Lda |
| Agloma-Soc.Ind.Madeiras e Aglom.,SA | Casa da Ribeira - Hotelaria e Turismo,SA |
| Airone - Shopping Centre, Srl | Casa da Ribeira-Sociedade Imobiliária,SA |
| ALEXA Administration GmbH | Cascaishopping- Centro Comercial, S.A. |
| ALEXA Holding GmbH | Cascaishopping Holding I, SGPS, S.A. |
| ALEXA Shopping Centre GmbH | CCCB Caldas da Rainha-Centro Com., SA |
| Algarveshopping- Centro Comercial, S.A. | Centro Colombo- Centro Comercial, S.A. |
| Aqualuz - Turismo e Lazer, Lda | Centro Residencial da Maia,Urban.,SA |
| Arat Inmuebles, S.A. | Centro Vasco da Gama-Centro Comercial,SA |
| ARP Alverca Retail Park, SA | Chão Verde-Soc.Gestora Imobiliária,SA |
| Arrábidashopping- Centro Comercial, S.A. | Cinclus Imobiliária,SA |
| Aserraderos de Cuellar,SA | Citorres-Sociedade Imobiliária,SA |
| Atelgen-Produção Energia, ACE | Coimbrashopping- Centro Comercial, S.A. |
| Atlantic Ferries-Tráf.Loc,Flu.e Marít,SA | Colombo Towers Holding, BV |
| Avenida M-40 B.V. | Companhia Térmica Hectare, ACE |
| Azulino Imobiliária, S.A. | Companhia Térmica Tagol, Lda. |
| BA Business Angels, SGPS, SA | Contacto Concessões, SGPS, S.A. |
| BA Capital, SGPS | Contibomba-Comérc.Distr.Combustiveis,SA |
| BB Food Service, SA | Contimobe-Imobil.Castelo Paiva,SA |
| Be Artis-Conc.,Const.e Gest.Redes Com,SA | Continente Hipermercados, S.A. |
| Be Towering-Gestão de Torres de Telec,SA | Country Club da Maia-Imobiliaria,SA |
| Beeskow Holzwerkstoffe | Craiova Mall BV |
| Beralands BV | Cronosaúde - Gestão Hospitalar, S.A. |
| Bertimóvel - Sociedade Imobiliária, S.A. | CTE-Central Termoeléct. do Estuário, Lda |
| Cumulativa - Sociedade Imobiliária, S.A. | Guimarãeshopping- Centro Comercial, S.A. | |
|---|---|---|
| Darbo SAS | Harvey Dos Iberica, S.L. | |
| Discovery Sports, SA | Herco Consul.Riscos Corret.Seguros, Ltda | |
| Distodo Distribui e Logist,Lda | Herco, Consultoria de Risco, S.A. | |
| Dortmund Tower GmbH | HighDome PCC Limited | |
| Dos Mares - Shopping Centre B.V. | Iberian Assets, SA | |
| Dos Mares-Shopping Centre, S.A. | Igimo-Sociedade Imobiliária,SA | |
| Dreamia, B.V | Iginha-Sociedade Imobiliária,SA. | |
| Dreamia, Serv de Televisão, SA | Imoareia - Invest. Turísticos, SGPS, SA | |
| Ecociclo - Energia e Ambiente, SA | IMOBEAUTY, S.A. | |
| Ecociclo II | Imobiliária da Cacela, S.A. | |
| Edições Book.it, S.A. | Imoclub-Serviços Imobilários,SA | |
| Efanor Investimentos, SGPS, S.A. | Imoconti- Soc.Imobiliária,SA | |
| Efanor Serviços de Apoio à Gestão, S.A. | Imodivor - Sociedade Imobiliária, S.A. | |
| Empracine-E.Pro.Act. Cinem,Lda | Imoestrutura-Soc.Imobiliária,SA | |
| Empreend.Imob.Quinta da Azenha,SA | Imohotel-Emp.Turist.Imobiliários,SA | |
| Enerlousado-Recursos Energéticos, Lda. | Imomuro-Sociedade Imobiliária,SA | |
| Equador & Mendes,Lda | Imopenínsula - Sociedade Imobiliária, SA | |
| Estação Viana - Centro Comercial, S.A. | Imoplamac Gestão de Imóveis,SA | |
| Estêvão Neves-Hipermercados Madeira,SA | Imoponte-Soc.Imobiliaria,SA | |
| Euroresinas-Indústrias Quimicas,SA | Imoresort - Sociedade Imobiliária, S.A. | |
| Farmácia Selecção, SA | Imoresultado-Soc.Imobiliaria,SA | |
| Fashion Division Canárias, SL | Imosedas-Imobiliária e Seviços,SA | |
| Fashion Division, S.A. | Imosistema-Sociedade Imobiliária,SA | |
| Feneralt-Produção de Enercia, ACE | Impaper Europe GmbH | |
| FINSTAR-Socied.Investim.Par SA | Implantação - Imobiliária, S.A. | |
| Fozimo-Sociedade Imobiliária,SA | Infofield-Informática,SA | |
| Fozmassimo - Sociedade Imobiliária, SA | Inparsa - Gestão Galeria Comercial, SA | |
| Freccia Rossa- Shopping Centre S.r.l. | Inparvi SGPS, SA | |
| Fundo de Invest. Imobiliário Imosede | Integrum - Energia, SA | |
| Fundo Esp.Inv.Imo.Fec. WTC | Integrum ACE, SA | |
| Fundo I.I. Parque Dom Pedro Shop.Center | Integrum Colombo Energia, SA | |
| Fundo Invest. Imobiliário Imosonae Dois | Integrum Engenho Novo - Energia, S.A. | |
| Fundo Invest.Imob.Shopp. Parque D.Pedro | INTEGRUM II - ENERGIA, S.A. | |
| Gaiashopping I- Centro Comercial, S.A. | INTEGRUM III - ENERGIA, S.A. | |
| Gaiashopping II- Centro Comercial, S.A. | Integrum Martim Longo - Energia, S.A. | |
| GHP Gmbh | Integrum Vale do Caima - Energia, SA | |
| Gli Orsi Shopping Centre 1 Srl | Integrum Vale do Tejo - Energia, SA | |
| Glunz AG | Interlog-SGPS,SA | |
| Glunz Service GmbH | Invesaude - Gestão Hospitalar S.A. | |
| Glunz UK Holdings Ltd | Ioannina Develop. of Shopping Centers SA | |
| Glunz Uka Gmbh | Isoroy SAS | |
| Golf Time-Golfe e Invest. Turísticos, SA | La Farga - Shopping Center, SL |
| Sonae/Efanor/NOS Group Companies | |
|---|---|
| Land Retail B.V. | Norte Shop. Retail and Leisure Centre BV |
| Larim Corretora de Resseguros, Ltda | Norteshopping-Centro Comercial, S.A. |
| Larissa Develop. of Shopping Centers, SA | NOS Açores Comunicações, SA |
| Lazam MDS Corretora e Adm. Seguros, SA | NOS Comunicações , S.A. |
| Le Terrazze - Shopping Centre 1 Srl | NOS Lusomundo Audiovisuais, SA |
| Libra Serviços, Lda. | NOS Lusomundo Cinemas, SA |
| Loop 5 - Shopping Centre, GmbH | NOS Lusomundo TV Lda |
| Lusomundo España, SL | NOS Madeira Comunicações, SA |
| Lusomundo Imobiliária 2, SA | NOS, SGPS, S.A. |
| Lusomundo Moçambique, Lda | NOSPUB, Publicidade e Conteúdos, S.A. |
| Lusomundo Soc. Inv. Imob. SA | Nova Equador Internacional,Ag.Viag.T,Ld |
| Luz del Tajo - Centro Comercial S.A. | Nova Equador P.C.O. e Eventos |
| Luz del Tajo B.V. | Novobord (PTY) Ltd. |
| Madeirashopping- Centro Comercial, S.A. | Novodecor (PTY), LTD |
| Maiashopping- Centro Comercial, S.A. | OSB Deustchland Gmbh |
| Maiequipa-Gestão Florestal,SA | Pantheon Plaza BV |
| Marcas do Mundo-Viag. e Turismo Unip,Lda | Paracentro - Gest.de Galerias Com., S.A. |
| Marcas MC, ZRT | Pareuro, BV |
| Marina de Tróia S.A. | Park Avenue Develop. of Shop. Centers SA |
| Marinamagic-Expl.Cent.Lúdicos Marít,Lda | Parklake Shopping Srl |
| Marmagno-Expl.Hoteleira Imob.,SA | Parque Atlântico Shopping - C.C., SA |
| Martimope-Empreendimentos Turísticos, SA | Parque D. Pedro 1 B.V. |
| Marvero-Expl.Hoteleira Imob.,SA | Parque de Famalicão - Empr. Imob., S.A. |
| MDS Affinity-Sociedade de Mediação Lda | Parque Principado SL |
| MDS Africa SGPS, S.A. | Pátio Boavista Shopping Ltda. |
| MDS Auto - Mediação de Seguros, SA | Pátio Campinas Shopping Ltda |
| MDS Corretor de Seguros, SA | Pátio Goiânia Shopping Ltda |
| Mds Knowledge Centre, Unipessoal, Lda | Pátio Londrina Empreend.e Particip.Ltda |
| MDS Malta Holding Limited | Pátio Penha Shopping Ltda. |
| MDS, SGPS, SA | Pátio São Bernardo Shopping Ltda |
| Megantic BV | Pátio Sertório Shopping Ltda |
| Miral Administração Corretagem Seg, Ltda | Pátio Uberlândia Shopping Ltda |
| MJLF-Empreendimentos Imobiliários, SA | Peixes do Continente-Ind.Dist.Peixes,SA |
| Modalfa-Comércio e Serviços,SA | Per-Mar-Sociedade de Construções,SA |
| MODALLOOP - Vestuário e Calçado, SA | Pharmaconcept - Actividades em Saúde, SA |
| Modelo - Dist.de Mat. de Construção,S.A. | PHARMACONTINENTE - Saúde e Higiene, S.A. |
| Modelo Continente Hipermercados,SA | PJP - Equipamento de Refrigeração, Lda |
| Modelo Continente International Trade,SA | Plaza Eboli B.V. |
| Modelo Hiper Imobiliária,SA | Plaza Eboli - Centro Comercial S.A. |
| Modelo.com-Vendas p/Correspond.,SA | Plaza Mayor Holding, SGPS, S.A. |
| Movelpartes-Comp.para Ind.Mobiliária,SA | Plaza Mayor Parque de Ócio B.V. |
| Movimento Viagens-Viag. e Turismo U.Lda | Plaza Mayor Parque de Ocio,SA |
MSTAR, SA Plaza Mayor Shopping B.V. Münster Arkaden BV Plaza Mayor Shopping, SA
| Sonae/Efanor/NOS Group Companies | |
|---|---|
| Poliface North America | SC Finance BV |
| Porturbe-Edificios e Urbanizações,SA | SC For-Serv.Form.e Desenv.R.H.,Unip.,Lda |
| Powercer-Soc.de Cogeração da Vialonga,SA | SC Mediterranean Cosmos B.V. |
| Praedium - Serviços, SA | SC, SGPS, SA |
| Praedium II-Imobiliária,SA | SC-Consultadoria,SA |
| Praedium SGPS, SA | SC-Eng. e promoção imobiliária,SGPS,S.A |
| Predicomercial-Promoção Imobiliária,SA | SCS Beheer,BV |
| Predilugar - Sociedade Imobiliária, SA | SDSR - Sports Division 2, S.A. |
| Prédios Privados Imobiliária,SA | SDSR - Sports Division SR, S.A. |
| Predisedas-Predial das Sedas,SA | Selifa-Empreendimentos Imobiliários,SA |
| Proj. Sierra Germany 4 (four)-Sh.C.GmbH | Sempre à Mão - Sociedade Imobiliária,SA |
| Proj. Sierra Italy 2 - Dev.of Sh.C. Srl | Sesagest-Proj.Gestão Imobiliária,SA |
| Proj.Sierra Germany 2 (two)-Sh.C.GmbH | Sete e Meio - Invest. Consultadoria, SA |
| Project 4, Srl | Sete e Meio Herdades-Inv. Agr. e Tur.,SA |
| Project SC 1 BV | Shopping Centre Colombo Holding, BV |
| Project SC 2 BV | Shopping Centre Parque Principado B.V. |
| Project Sierra 10 BV | SIAL Participações, Lda |
| Project Sierra 11 BV | Sierra Asia Limited |
| Project Sierra 12 BV | Sierra Berlin Holding BV |
| Project Sierra 2 B.V. | Sierra Brazil 1 B.V. |
| Project Sierra 6 BV | Sierra Central S.A.S. |
| Project Sierra 8 BV | Sierra Developments Holding B.V. |
| Project Sierra Four Srl | Sierra Developments, SGPS, S.A. |
| Project Sierra Spain 1 B.V. | Sierra Enplanta Ltda |
| Project Sierra Spain 2 B.V. | Sierra European R.R.E. Assets Hold. B.V. |
| Project Sierra Spain 2-Centro Comer. SA | Sierra Germany GmbH |
| Project Sierra Spain 3 B.V. | Sierra GP Limited |
| Project Sierra Spain 3-Centro Comer. SA | Sierra Greece, S.A. |
| Project Sierra Two Srl | Sierra Investimentos Brasil Ltda |
| Promessa Sociedade Imobiliária, S.A. | Sierra Investments (Holland) 1 B.V. |
| Quorum Corretores de Seguros Ltda | Sierra Investments (Holland) 1 B.V. |
| Racionaliz. y Manufact.Florestales,SA | Sierra Investments (Holland) 2 B.V. |
| Raso - Viagens e Turismo, S.A. | Sierra Investments (Holland) 2 B.V. |
| Raso, SGPS, SA | Sierra Investments Holding B.V. |
| River Plaza BV | Sierra Investments Holding B.V. |
| River Plaza Mall, Srl | Sierra Investments SGPS, S.A. |
| Rochester Real Estate,Limited | Sierra Investments SGPS, S.A. |
| Ronfegen-Recursos Energéticos, Lda. | Sierra Italy Holding B.V. |
| RSI Corretora de Seguros, Ltda | Sierra Italy Holding B.V. |
| S.C. Microcom Doi Srl | Sierra Italy Srl |
| Saúde Atlântica - Gestão Hospitalar, SA | Sierra Management Germany GmbH |
| SC Aegean B.V. | Sierra Management Italy S.r.l. |
| SC Assets SGPS, SA | Sierra Management Romania, Srl |
| Sonae/Efanor/NOS Group Companies | |||
|---|---|---|---|
| Soira-Soc.Imobiliária de Ramalde,SA | |||
| Sierra Management, SGPS, S.A. | Solinca - Eventos e Catering, SA | ||
| Sierra Management, SGPS, S.A. | Solinca - Health & Fitness, SA | ||
| Sierra Portugal, S.A. | Solinca - Health and Fitness, SA | ||
| Sierra Portugal, SA | |||
| Sierra Project Nürnberg BV | Solinca-Investimentos Turísticos,SA | ||
| Sierra Property Management Greece, SA | Solinfitness - Club Malaga, S.L. | ||
| Sierra RE Greece BV | |||
| Sierra Reval-PM Mark. and Consult., Inc | Solingen Shopping Center GmbH | ||
| Sierra Romania Sh. Centers Services Srl | Solingen Shopping Center GmbH | ||
| Sierra Services Holland 2 BV | SOLSWIM-Gestão e Expl.Equip.Aquáticos,SA | ||
| Sierra Services Holland B.V. | SOLSWIM-Gestão e Expl.Equip.Aquáticos,SA | ||
| Sierra Solingen Holding GmbH | |||
| Sierra Spain 2 Services, S.A. | Soltroia-Imob.de Urb.Turismo de Tróia,SA | ||
| Sierra Spain, Shop. Centers Serv.,S.A.U. | Somit Imobiliária | ||
| Sierra Spain, Shop. Centers Services, SL | Somit Imobiliária,SA | ||
| Sierra Zenata Project B.V. | SONAE - Specialized Retail, SGPS, SA | ||
| Sonae - Specialized Retail, SGPS, SA | |||
| SII - Soberana Invest. Imobiliários, SA | Sonae Capital Brasil, Lda | ||
| Sonae Capital Brasil, Lda | |||
| SISTAVAC, S.A. | Sonae Capital, SGPS, SA | ||
| SISTAVAC, S.A. | Sonae Capital,SGPS, S.A. | ||
| SISTAVAC, SGPS, S.A. | Sonae Center II S.A. | ||
| SISTAVAC-Sistemas HVAC-R do Brasil, Ltda | Sonae Center Serviços II, SA | ||
| Sonae Center Serviços, S.A. | |||
| SKK SRL | Sonae Financial Services, S.A. | ||
| SKK SRL | Sonae Ind., Prod. e Com.Deriv.Madeira, S.A. | ||
| SKK-Central de Distr.,SA | Sonae Ind., Prod. e Com.Deriv.Madeira,SA | ||
| SKKFOR - Ser. For. e Desen. de Recursos | Sonae Indústria - Management Services,SA | ||
| Soc.Inic.Aproveit.Florest.-Energias,SA | Sonae Industria (UK),Ltd | ||
| Sociedade de Construções do Chile, S.A. | Sonae Industria de Revestimentos, S.A. | ||
| Sociedade Independente de Radiodifusão Sonora, S.A. | Sonae Industria de Revestimentos,SA | ||
| Société de Tranchage Isoroy S.A.S. | Sonae Indústria Manag. Serv, SA | ||
| Société de Tranchage Isoroy SAS. | Sonae Indústria-SGPS,SA | ||
| Sonae Investimentos, SGPS, SA | |||
| Socijofra-Sociedade Imobiliária,SA | Sonae Investimentos, SGPS, SA | ||
| Sonae Investments,BV | |||
| Sociloures-Soc.Imobiliária,SA | Sonae MC - Modelo Continente, SGPS, SA | ||
| Soconstrução BV | Sonae Novobord (PTY) Ltd | ||
| Soconstrução BV | Sonae Novobord (PTY) Ltd | ||
| Sodesa, S.A. | Sonae RE, S.A. | ||
| Soflorin, BV | Sonae RE, S.A. | ||
| Soflorin,BV | Sonae Retalho Espana-Servicios Gen.,SA | ||
| Sonae SGPS, SA |
| Sonae/Efanor/NOS Group Companies | |
|---|---|
| Sonae Sierra Brasil SA | Textil do Marco,SA |
|---|---|
| Sonae Sierra Brazil B.V. | The Artist Porto Hot.&Bistrô-Act.Hot.,SA |
| Sonae Sierra, SGPS, S.A. | TLANTIC B.V. |
| Sonae Tafibra Benelux, BV | Tlantic Portugal-Sist. de Informação, SA |
| Sonae Turismo-SGPS,SA | Tlantic Sistemas de Informação Ltdª |
| SONAECENTER SERVIÇOS, SA | Todos os Dias-Com.Ret.Expl.C.Comer.,S.A. |
| Sonaegest-Soc.Gest.Fundos Investimentos | Tool Gmbh |
| Sonaerp - Retail Properties, SA | Torre Ocidente, Imobiliária,SA |
| SONAESR - Serviços e logistica, SA | Torre São Gabriel-Imobiliária,SA |
| Sondis Imobiliária,SA | Troia Market-Supermercados, S.A. |
| Sontaria-Empreend.Imobiliários,SA | Troia Natura, S.A. |
| Sontel BV | Troiaresort-Investimentos Turísticos, SA |
| Sontur BV | Troiaverde-Expl.Hoteleira Imob.,SA |
| Sonvecap BV | Tulipamar-Expl.Hoteleira Imob.,SA |
| Sopair, S.A. | |
| Sótaqua - Soc. de Empreendimentos Turist | Unishopping Administradora Ltda. |
| Soternix-Produção de Energia, ACE | Unishopping Consultoria Imob. Ltda. |
| Spanboard Products,Ltd | Upstar Comunicações SA |
| SPF- Sierra Portugal | Urbisedas-Imobiliária das Sedas,SA |
| Spinarq Moçambique, Lda | Valecenter Srl |
| Spinarq-Engenharia,Energia e Ambiente,SA | VALOR N, S.A. |
| Spinveste - Promoção Imobiliária, SA | Via Catarina- Centro Comercial, S.A. |
| Spinveste-Gestão Imobiliária SGII,SA | Viajens y Turismo de Geotur España, S.L. |
| Sport TV Portugal, SA | Vistas do Freixo-Emp.Tur.Imobiliários,SA |
| Sport Zone Canárias | Vuelta Omega, S.L. |
| Sport Zone España-Com.Art.de Deporte,SA | Weiterstadt Shopping BV |
| Sport Zone Turquia | World Trade Center Porto, S.A. |
| Spred, SGPS, SA | Worten Canárias |
| Tableros Tradema,S.L. | Worten España Distribución, SL |
| Tafiber,Tableros de Fibras Ibéricas,SL | Worten-Equipamento para o Lar,SA |
| Tafibra Suisse, SA | ZIPPY - Comercio y Distribución, S.A. |
| Tafisa Canadá Societé en Commandite | ZIPPY - Comércio e Distribuição, SA |
| Tafisa Développement | Zippy Turquia |
| Tafisa France, SA | Zon Audiovisuais, SGPS |
| Tafisa Investissement | Zon Cinemas, SGPS |
| Tafisa Participation | ZON Finance BV |
| Tafisa UK,Ltd | ZON III-COMUNICAÇ ELETRÓN SA |
| Tafisa-Tableros de Fibras, SA | ZON II-SERVIÇOS TELEVISÃO,SA |
| Taiber,Tableros Aglomerados Ibéricos,SL | Zon TV Cabo SGPS SA |
| Tecmasa Reciclados de Andalucia, S.L. | Zon TV Cabo, SA |
| Teconologias del Medio Ambiente,SA | Zubiarte Inversiones Inmob,SA |
| Teliz Holding B.V. | ZYEVOLUTION-Invest.Desenv.,SA |
Sonaecom SGPS is listed on the Euronext Stock Exchange. Information is available on Reuters under the symbol SNC.LS and on Bloomberg under the symbol SNC:PL.
This document may contain forward- ons or beliefs. Forward-looking statements are statements that are not 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, the telecommunications industry and economic conditions; and the effects of competition. Forward-looking statements may be similar expressions.
Although these statements reflect our current expectations, which we believe are reasonable, investors, analysts and, generally, the recipients of this document are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. You are cautioned not to put undue reliance on any forward-looking information or statements. We do not undertake any obligation to update any forward-looking information or statements.
Report available on corporate website www.sonae.com
Investor Relations Contacts
Carlos Alberto Silva [email protected]
Maria Helena Almeida [email protected]
Sonaecom, SGPS, S.A.
Edifício 1.A Lugar do Espido - Via Norte 4471-909 Maia
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