Interim / Quarterly Report • Aug 30, 2011
Interim / Quarterly Report
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First Half 2011
| 0. | Message from Ângelo Paupério, CEO of Sonaecom2 | |
|---|---|---|
| 1. | Consolidated Results3 | |
| 2. | Optimus5 | |
| 2.1. Optimus Mobile Business5 |
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| 2.1.1.Operational data5 | ||
| 2.1.2.Financial data | 6 | |
| 2.2. Optimus Wireline Business 7 |
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| 2.2.1.Operational data7 | ||
| 2.2.2.Financial data | 8 | |
| 3. | Software and Information Systems (SSI) | 9 |
| 3.1. Operational data |
9 | |
| 3.2. Financial data10 |
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| 4. | Online & Media11 | |
| 5. | Sonaecom SGPS Individual Results 12 |
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| 5.1. Operational data12 |
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| 5.2. Financial data13 |
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| 6. | Main Regulatory Developments14 | |
| 7. | Corporate Governance 15 |
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| 8. | 1H11 Earning Announcement - Appendix16 |
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| 9. | Article 447, 448 and Qualified Holdings 21 |
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| 10. | Declaration for the purpose of Article 245 of CVM (Portuguese Securities Code)25 | |
| 11. | Financial Information 26 |
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| 11.1. Sonaecom SGPS Consolidated Financial statements26 | ||
| 11.2. Notes to the Consolidated Financial statements34 | ||
| 11.3. Sonaecom SGPS Individual Financial statements80 | ||
'The first half of 2011 was marked by the outstanding execution of Sonaecom team which, through Optimus, allowed us to generate productivity gains that more than off-set the negative effects of the widespread weakness consumer spending.
Our results provide evidence of the quality of the strategic decisions taken at the right moments that, while anticipating the impacts in the market, allow us to maintain the expectations regarding our current positive trend going forward.
Ângelo Paupério, Sonaecom of CEO
The performance of Sonaecom's turnover, combined with our continuous efforts to improve our operational efficiency, enabled us to achieve an EBITDA growth of 7.0% in 1H11. During the same period, the rigorous management of our investments also helped us to deliver EBITDA-Capex and FCF above the levels we achieved during the full year of 2010. At the same time, Net results rose to 32 million euros, up by more than 60% on 1H10
At Optimus mobile business, we continued to expand our customer base, which grew 3.4% compared to the same period in 2010. With the end of the e-initiatives programme and given the general environment of consumption contention, the evolution of subscribers between 1Q11 and 2Q11 was negative. However, the resilience of our operations enabled us to grow our mobile customer revenues by 1.8%, versus 2T10. Meanwhile, our ongoing operating efficiency programme enabled us to increase the EBITDA margin to 37.0%, a sector benchmark in Europe.
At Optimus wireline business, our positioning in the corporate segment as an integrated and convergent operator continues to deliver competitive advantages, allowing us to increase the number of accesses in the first six months of 2011 by 8.9%. While still at negative levels, we believe it is worth highlighting the positive 36.7% evolution of our EBITDA-Operating Capex – the result of our continuous focus on balancing the profitability of our wireline business.
Optimus continues to excel on quality of service. In July 2011, the Optimus customer support team participated in the 2011 World Contact Center Award, winning first prize in the 'Best in Customer Service – EMEA' category. This award, the most important among the different categories, recognised Optimus internationally as the company that stands out in all sectors of the industry.
At SSI, service revenues increased 8.3% in the first half of 2011, a figure that did not fully compensate for the reduction suffered by our equipment sales line, impacted by the expected termination of the Government's e-initiatives programme and also by the difficult macro-economic environment.
We would like to highlight the contract that WeDo Technologies signed with the Turkcell Group in May 2011 to implement its flagship business assurance software, RAID®, across the client's entire group. Also recently, WeDo Technologies signed another major contract with a Tier-1 operator in Africa. Importantly, the level of international orders has increased 9.1% when compared to the same period of 2010. WeDo Technologies also launched pilots to test our business assurance solutions with several potential clients in the retail sector.
Consolidated turnover reached 425.4 million euros in 1H11, decreasing 5.5% y.o.y.. The 1.5% increase in mobile customer revenues and the 8.3% increase in SSI service revenues didn't totally off-set the 29.1% reduction in product sales and the 10.7% reduction in the level of Optimus operator revenues (as a result of MTRs and roaming-in regulated tariffs). Mainly due to the termination of Portugal's e-initiatives programme,
launched by the Portuguese Government, the drastic drop in the level of product sales was an already expected consequence in 2Q11.
Driven by Optimus ongoing optimization plan, launched in 2009 and aimed at creating efficiencies throughout the organization, from business areas to customer service, passing through network and IT, the level of operating costs decreased 8.6% y.o.y. to 323.3 million euros and represents now around 76.0% of the consolidated turnover.
It should be noted that between 1H10 and 1H11, operating costs, excluding provisions, as percentage of turnover decreased 3.6pp.
Consolidated EBITDA increased 7.0%, to 106.5 million euros. Sonaecom consolidated EBITDA margin reached 25.0%, 2.9pp above 1H10, on the back of the positive effects of our increased efficiency and the positive trend of mobile customer revenues. It should be noted that in the first half of 2011, mobile EBITDA margin increased to 36.0%, having reached 37% in the 2Q11, a benchmark margin that assumes even more relevance given the general macroeconomic background and overall market performance.
Net results group share reached 31.9 million euros, increasing 62.4% when compared to 1H10. The main drivers for this result were the improved EBITDA performance and the lower level of depreciation and amortisation.
Net financial results decreased by 30.0%, to a negative 4.8 million euros, reflecting a more negative level of financial income and a higher level of financial
expenses, 0.8 million euros above 1H10, driven by both an increase in the average cost of debt and also a higher average debt level.
The tax line in 1H11 showed a cost of 8.0 million euros, 14.1% below 1H10, as a result of the recognition of additional deferred tax assets, notwithstanding the higher EBT level.
Operating CAPEX reached 42.8 million euros in 1H11, compared to 55.6 million euros in 1H10. It is significant to note that our rigorous CAPEX management does not compromise the quality of our network, recurrently recognised by ICP – ANACOM. The 13.7% decrease in the wireline operating CAPEX is a natural outcome of our 'capital light' positioning, driven by our focus on balancing the profitability of our wireline business.
1H10 Mobile Wireline SSI Other & Elim. 1H11 -6.6 -1.6 -4.7 +1.5 55.6 42.8 -17.5% -71.7% -13.7% +31.5
The increase in mobile operating CAPEX between 1Q11 and 2Q11 is the consequence of the accomplishment of investments not concluded in the beginning of 2011.
As a result of our performance in terms of revenues and CAPEX, operating CAPEX as percentage of turnover has decreased from 12.3% to 10.1%.
Sonaecom's capital structure assumes particular relevance given the uncertainty of the current financial markets. Consolidated net debt stabilised at 295.1 million euros, with a marginal increase of 0.6% y.o.y., mainly reflecting the positive FCF evolution between the two periods under analysis and the impact of dividend distribution.
After the expected contractual maturity, in May 2011, of a Commercial Paper facility totalling 40 million euros, Sonaecom credit facilities now amount to 444 million euros and no refinancing needs are expected until July 2012.
In the 1H11, the all-in average cost of debt reached 2.7%.
In terms of the evolution of key financial ratios, net debt to EBITDA reached 1.5x in 1H11, against 1.6x in 1H10, motivated by the improved EBITDA performance.
In the 1H11, FCF stood at 21.9 million euros, excluding the quarterly 5 million euros securitization cash outflow, on the back of our consistently improved EBITDA-operating CAPEX delivery, which reflects an increasingly higher EBITDA and a rigorously managed CAPEX. With securitization, consolidated FCF reached 11.9 million euros, against 5.6 million euros in 1H10 and, importantly, above the 10.6 million euros achieved in 2010.
The FCF of the first quarter of 2011 was negatively impacted by an extraordinary effect driven by an intra group transaction within Sonaecom, implying a VAT payment of approximately 38 million euros. This last was already recovered in early May, thus not causing any impact in 1H11 FCF.
Optimus productivity gains are more than off-setting the negative effects of the challenging macroeconomic environment, with consumers getting more selective about their spending. Reflecting a gradually leaner operation, Optimus EBITDA reached 55.8 million euros in the 2Q11, increasing 11.8% against 2Q10 and EBITDA margin, on its own, achieved 29.9% in the 2Q11, more than 4pp y.o.y..
Quarter after quarter, we have been presenting a solid performance, supported by our presence and leading approach in the business segment, in which convergent solutions keep growing; our leadership in mobile broadband, namely through Optimus Kanguru brand and, finally, the simple fact that we are the third mobile player competing head to head with our competitors, across all the lines in all segments, setting the pace through innovation and quality of service.
In July 2011, the Optimus customer support team participated in the 2011 World Contact Center Award, winning the first prize in the 'Best in Customer Service – EMEA' category. Among more than 1000 candidates from 50 different countries, including other Portuguese telecom companies, Optimus won the first place for Best Customer Service (In-house Contact Center). This award, the most important among the different categories, aims to recognize the company that stands out in all sectors of our industry. This was another milestone of our commitment towards leading customer service.
Continuously promoting innovation, during July, Optimus joined Accenture to organize the seventh edition of the 'Optimus Innovation Awards', an initiative that has been rewarding the most innovative and advanced projects supported on Optimus'telecommunications offers.
Benefiting from the trends, putting an increasing number of mobile devices – phones, smartphones and tablets - at the centre of people's and organizations' lives, Optimus has been exploiting emerging opportunities that present growth potential mostly in the mobile residential market in which, even with low levels of subsidization, the range of handsets has appealing options across all the segments.
| MOBILE OPERATIONAL KPI's | 2Q10 | 2Q11 | ∆ 11/10 | 1Q11 | q.o.q. | 1H10 | 1H11 | ∆ 11/10 |
|---|---|---|---|---|---|---|---|---|
| Customers (EOP) ('000) | 3,469.3 | 3,586.4 | 3.4% | 3605.8 | -0.5% | 3,469.3 | 3,586.4 | 3.4% |
| Net Additions ('000) | 19.5 | -19.4 | - | 1.7 | - | 36.8 | -17.7 | - |
| Data as % Service Revenues | 30.2% | 32.8% | 2.6pp | 31.2% | 1.6pp | 29.9% | 32.0% | 2.1pp |
| Total #SMS/month/user | 48.3 | 42.8 | -11.4% | 42.2 | 1.3% | 48.3 | 42.5 | -11.9% |
| MOU(1) (min.) | 135.0 | 127.1 | -5.8% | 125.5 | 1.3% | 134.7 | 126.3 | -6.2% |
| ARPU(2) (euros) | 13.8 | 13.0 | -5.8% | 12.6 | 2.5% | 13.7 | 12.8 | -6.8% |
| Customer Monthly Bill | 11.5 | 11.3 | -2.2% | 11.0 | 2.6% | 11.5 | 11.1 | -3.0% |
| Interconnection | 2.3 | 1.7 | -24.4% | 1.7 | 1.7% | 2.3 | 1.7 | -26.0% |
| ARPM(3) (euros) | 0.10 | 0.10 | 0.0% | 0.10 | 1.2% | 0.10 | 0.10 | -0.6% |
(1) Minutes of Use per Customer per month; (2) Average Monthly Revenue per User; (3) Average Revenue per Minute.
At the end of 1H11, Optimus mobile customer base increased by 3.4% y.o.y., to 3.59 million customers, despite negative 17.7 thousand net additions in the period. This evolution is mainly due to the impact caused by the end of e-initiatives programme in our Optimus Kanguru mobile Broadband product customer base, but also due to mobile voice customers. Our contract customers continued to rise, reaching approximately 33.7% of total mobile base, an increase of 1.0pp compared to the end of 1H10.
Mobile customer's ARPU stood at 12.8 euros, down by approximately 0.9 euros against 1H10, explained by a combination between lower interconnection revenues, which decreased from 2.3 euros to 1.7 euros, and lower customer monthly bill, whose evolution is becoming less negative, decreased from 11.5 euros to 11.1 euros. As regards the level of MOUs, it decreased 6.2% y.o.y., to 126 minutes per month, a decline linked to consumer confidence environment but with no significant expression on mobile customer revenues, given the relevance of packs of minutes and SMSs on Optimus offer.
By the end of 1H11, data revenues represented 32.0% of service revenues, an improvement of 2.1pp against the end of 1H10, an achievement fully in line with the current trend in terms of data usage. Also, non-SMS related data services continued to raise their weight, accounting for approximately 77.0% of total data revenues in 1H11 versus 75.6% in 1H10, even considering the impact in data usage caused by the end of e-initiatives programme.
| Million euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| MOBILE INCOME STATEMENT | 2Q10 | 2Q11 | ∆ 11/10 | 1Q11 | q.o.q. | 1H10 | 1H11 | ∆ 11/10 |
| Turnover | 145.6 | 142.9 | -1.8% | 137.4 | 4.0% | 288.1 | 280.3 | -2.7% |
| Service Revenues | 138.8 | 136.1 | -2.0% | 133.4 | 2.0% | 276.3 | 269.4 | -2.5% |
| Customer Revenues | 116.1 | 118.2 | 1.8% | 115.7 | 2.1% | 230.4 | 233.9 | 1.5% |
| Operator Revenues | 22.7 | 17.9 | -21.3% | 17.7 | 1.2% | 45.9 | 35.6 | -22.5% |
| Equipment Sales | 6.8 | 6.9 | 1.3% | 4.0 | 69.8% | 11.8 | 10.9 | -7.5% |
| Other Revenues | 8.3 | 8.3 | 0.5% | 8.7 | -4.8% | 16.6 | 17.0 | 2.5% |
| Operating Costs | 105.9 | 98.3 | -7.2% | 98.2 | 0.1% | 210.3 | 196.5 | -6.6% |
| Personnel Costs | 13.2 | 12.5 | -5.9% | 13.4 | -6.6% | 26.2 | 25.8 | -1.5% |
| Direct Servicing Costs(1) | 42.1 | 33.8 | -19.9% | 36.2 | -6.7% | 87.0 | 69.9 | -19.6% |
| Commercial Costs(2) | 24.7 | 24.3 | -1.9% | 21.4 | 13.4% | 45.2 | 45.6 | 1.1% |
| Other Operating Costs(3) | 25.8 | 27.8 | 7.8% | 27.3 | 1.8% | 51.9 | 55.1 | 6.0% |
| EBITDA | 48.0 | 52.9 | 10.4% | 47.9 | 10.5% | 94.4 | 100.8 | 6.9% |
| EBITDA Margin (%) | 32.9% | 37.0% | 4.1pp | 34.9% | 2.2pp | 32.8% | 36.0% | 3.2pp |
| Operating CAPEX(4) | 19.8 | 18.4 | -6.7% | 12.6 | 46.5% | 37.6 | 31.0 | -17.5% |
| Operating CAPEX as % of Turnover | 13.6% | 12.9% | -0.7pp | 9.2% | 3.7pp | 13.1% | 11.1% | -2.0pp |
| EBITDA - Operating CAPEX | 28.2 | 34.5 | 22.3% | 35.3 | -2.3% | 56.7 | 69.8 | 23.1% |
| Total CAPEX | 19.9 | 18.5 | -7.4% | 12.6 | 46.4% | 37.9 | 31.1 | -18.1% |
(1)Direct Servicing Costs = Interconnection and Content + Leased Lines + OtherNetwork Operating Costs; (2) Commercial Costs = COGS + Mktg & Sales Costs; (3)OtherOperating Costs = Outsourcing Services + G&A + Provisions+ others; (4)Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.
Mobile customer revenues maintained its increasing trend, reaching 233.9 million euros and growing 1.5% y.o.y., being the Portuguese mobile player growing in this particular line. Notwithstanding this positive evolution, mobile turnover decreased 2.7% y.o.y. to 280.3 million euros, mostly due to a decline in the level of operator revenues, fully driven by MTRs and roaming-in regulated tariffs.
As a result of Optimus operational efficiency plan, pursuing a leaner organisation, mobile operating costs decreased 6.6% y.o.y., to 196.5 million euros, almost totally motivated by a 19.6% decrease in the level of direct servicing costs. This last evolution benefited from a lower level of leased lines and network related costs but also from a lower level of interconnection costs, driven by lower mobile termination rates. The level of commercial costs increased 1.1% in 1H11, driven by a higher level of commissions, due to an enlarged activity in the business segment. The level of other operating costs increased 6.0% y.o.y., driven mostly by the increase in the level of provisions, which offsets the reductions registered mainly in outsourcing costs, related with Optimus call centre, and a lower level of IT costs. Between 1H10 and 1H11, mobile provisions increased from a considerably lower level of 0.2 million euros, already explained in previous reports,to 8.2 million euros.
Mobile EBITDA increased y.o.y. from 94.4 million euros to 100.8 million euros, driven by a 1.5% increase in mobile customer revenues and, mostly, by a 6.6% decrease in the level of operating costs.
Importantly, EBITDA margin reached 36.0% in 1H11, against 32.8% in 1H10. In terms of quarterly evolution, 2Q11 mobile EBITDA margin stood at the record level of 37.0%, a benchmark level, especially notable given the dimension and the context of the market.
In the corporate and SMEs segment, a significantly important part of the wireline business, we continue to leverage our growth through the demand for convergent solutions. Our positioning, which comprises an integrated architecture is the best way to address and anticipate our enterprise customers requirements.
As regards the residential segment, we continue to focus on value growth in terms of our fibre-to-the-home (FTTH) subscriber base, while leveraging our infrastructure and partnerships. Over this infra-structure, Optimus Clix has been recognised by both the quality of the offers and the quality of service. Optimus Clix residential offer is set to achieve 360Mbps, the highest speed of the market. During May 2011, APCC, 'Associação Portuguesa de Contact Centers', distinguished, for the second consecutive year, Optimus Clix Customer Service, not only as possessing the best Contact Centers of telecoms sector but also of the entire Portuguese market.
| WIRELINE OPERATIONAL KPI's | 2Q10 | 2Q11 | ∆ 11/10 | 1Q11 | q.o.q. | 1H10 | 1H11 | ∆ 11/10 |
|---|---|---|---|---|---|---|---|---|
| Total Accesses | 447,990 | 388,915 | -13.2% | 399,011 | -2.5% | 447,990 | 388,915 | -13.2% |
| Direct Accesses | 372,751 | 318,414 | -14.6% | 327,406 | -2.7% | 372,751 | 318,414 | -14.6% |
| Direct Voice | 199,086 | 169,839 | -14.7% | 175,928 | -3.5% | 199,086 | 169,839 | -14.7% |
| Direct Broadband | 121,882 | 87,164 | -28.5% | 94,933 | -8.2% | 121,882 | 87,164 | -28.5% |
| Other Direct Services | 51,783 | 61,411 | 18.6% | 56,545 | 8.6% | 51,783 | 61,411 | 18.6% |
| Indirect Accesses | 75,239 | 70,501 | -6.3% | 71,605 | -1.5% | 75,239 | 70,501 | -6.3% |
| Unbundled COs with transmission | 203 | 206 | 1.5% | 206 | 0.0% | 203 | 206 | 1.5% |
| Unbundled COs with ADSL2+ | 182 | 182 | 0.0% | 182 | 0.0% | 182 | 182 | 0.0% |
| Direct access as % Cust. Revenues (1) | 78.7% | 78.4% | -0.3pp | 78.8% | -0.4pp | 78.9% | 78.6% | -0.2pp |
| Average Revenue per Access - Retail | 23.5 | 23.8 | 1.5% | 24.1 | -1.3% | 23.5 | 24.0 | 2.2% |
(1)Due to a change in the classification criteria ofOther CustomerRevenues, the level of Direct AccessRevenues was restated between4Q09 and 3Q10.
The Corporate and SMEs segment continued to increase its market presence, with the number of accesses evolving from 142 thousand to 155 thousand, rising 8.9% between 1H10 and 1H11. Our positioning as an integrated and convergent operator allowed us to keep increasing both our presence and the penetration of our convergent offers.
However, the number of total accesses decreased 13.2% y.o.y. to 389 thousand accesses, driven entirely by the residential segment. This fall was due to a 14.6% decrease in direct accesses, impacted by the decision to abandon residential customer acquisition through the incumbent's infrastructure, namely through ULL, and a 6.3% reduction in indirect accesses. Nonetheless, it should be emphasised that the decreasing trend of the number of total accesses has been slowing since early 2009.
| Million euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| WIRELINE INCOME STATEMENT | 2Q10 | 2Q11 | ∆ 11/10 | 1Q11 | q.o.q. | 1H10 | 1H11 | ∆ 11/10 |
| Turnover | 59.4 | 52.2 | -12.0% | 54.7 | -4.5% | 120.3 | 106.9 | -11.1% |
| Service Revenues | 59.2 | 52.1 | -12.0% | 54.6 | -4.6% | 120.0 | 106.7 | -11.1% |
| Customer Revenues | 30.8 | 26.6 | -13.5% | 27.7 | -3.8% | 62.6 | 54.3 | -13.2% |
| Direct Access Revenues (1) | 24.2 | 20.9 | -13.8% | 21.8 | -4.3% | 49.4 | 42.7 | -13.5% |
| Indirect Access Revenues | 6.5 | 5.6 | -13.8% | 5.7 | -2.2% | 13.0 | 11.3 | -12.9% |
| Other (1) | 0.1 | 0.1 | 132.5% | 0.1 | 2.5% | 0.2 | 0.3 | 23.6% |
| Operator Revenues | 28.4 | 25.4 | -10.3% | 26.9 | -5.4% | 57.3 | 52.4 | -8.7% |
| Equipment Sales | 0.2 | 0.1 | -29.2% | 0.1 | 102.2% | 0.3 | 0.2 | -26.9% |
| Other Revenues | 0.5 | 0.3 | -37.4% | 0.1 | - | 0.6 | 0.4 | -31.7% |
| Operating Costs | 58.0 | 49.7 | -14.2% | 53.3 | -6.7% | 118.2 | 103.0 | -12.9% |
| Personnel Costs | 0.9 | 0.7 | -24.2% | 0.7 | -5.4% | 1.9 | 1.4 | -27.3% |
| Direct Servicing Costs(2) | 38.7 | 35.5 | -8.1% | 37.5 | -5.3% | 78.1 | 73.0 | -6.4% |
| Commercial Costs(3) | 4.0 | 2.8 | -29.6% | 3.9 | -27.6% | 8.4 | 6.8 | -19.2% |
| Other Operating Costs(4) | 14.4 | 10.7 | -25.8% | 11.1 | -4.1% | 29.9 | 21.8 | -27.1% |
| EBITDA | 1.9 | 2.8 | 49.6% | 1.5 | 88.5% | 2.6 | 4.3 | 66.7% |
| EBITDA Margin (%) | 3.2% | 5.4% | 2.2pp | 2.7% | 2.7pp | 2.2% | 4.0% | 1.9pp |
| Operating CAPEX(4) | 6.4 | 5.4 | -15.8% | 4.7 | 15.4% | 11.7 | 10.1 | -13.7% |
| Operating CAPEX as % of Turnover | 10.8% | 10.3% | -0.5pp | 8.6% | 1.8pp | 9.7% | 9.4% | -0.3pp |
| EBITDA - Operating CAPEX | -4.5 | -2.6 | 43.1% | -3.2 | 19.0% | -9.1 | -5.8 | 36.7% |
| Total CAPEX | 6.4 | 5.4 | -15.8% | 4.7 | 15.4% | 11.7 | 10.1 | -13.7% |
(1) Due to a change in the classification criteria of Other Customer Revenues, the levels of Other Customer Revenues and Direct Access Revenues were restated between 4Q09 and 3Q10; (2) Direct Servicing Costs = Interconnection and Content + Leased Lines + Other Network Operating Costs; (3) Commercial Costs = COGS + Mktg & Sales Costs; (4) Other Operating Costs = Outsourcing Services + G&A + Provisions + others; (5) Operating CAPEX excludesFinancial Investments, Provisions for sites dismantling and other non operational investments.
Wireline turnover decreased 11.1% y.o.y. to 106.9 million euros, driven by a reduction of 13.2% in the level of customer revenues, to 54.3 million euros, and a reduction of 8.7% in the level of operator revenues, to 52.4 million euros, mainly driven by wholesale traffic prices.
Wireline operating costs decreased 12.9% y.o.y. to 103.0 million euros. Direct servicing costs decreased 6.4% y.o.y. mostly as a result ofthe reduction in the number of ULL accesses. Commercial costs decreased 19.2% due to lower marketing and sales costs, consequence of our recent decision of abandon residential customer acquisition through the incumbent's infrastructure. Personnel costs, as a result of the optimization of our wireline residential business unit, declined 27.3% y.o.y..
The level of other operating costs decreased 27.1%, benefiting from a lower level of provisions, which decreased to 2.9 million euros, in 1H11, from 6.5 million euros, in 1H10, required to reinforce the level of provisions for bad debt at the time.
As a result of our performance in terms of revenues and costs, 1H11 wireline EBITDA grew from 2.6 million euros to 4.3 million euros, a considerable 66.7% increase. The EBITDA margin increased 1.9pp, from 2.2% to 4.0% (reaching 5.4% in 2Q11).
Although still negative, EBITDA-operating CAPEX increased 3.3 million euros between the two periods under analysis, as a consequence of a higher level of EBITDA and lower level of operating CAPEX.
SSI business model relies on a strategy of capital development, launching new companies with high growth potential and investing in IT/IS companies, privileging post start-up, internationally oriented and highly focused assets.
SSI division comprises four companies: WeDo Technologies, a provider of business assurance solutions addressing the optimisation of business performance and risk management systems and processes; Mainroad, which specialises in IT management, security and business continuity; Bizdirect, which provides value-added IT products; and Saphety, which focuses on business process automation, electronic invoicing and security in B2B transactions.
WeDo Technologies continued to consolidate its international presence and to grow its position in the business assurance market, enlarging its offer to fraud solutions, as well as addressing other sectors of activity.
Presently, WeDo Technologies has more than 140 clients in 78 countries. In 1H11, WeDo Technologies' international revenues already represented 68.0% of its turnover and the volume of its international revenues grew 4.5% between 1H10 and 1H11. Importantly, the activity through 2011 will benefit from the 9.1% increase in the level of international orders. These evolutions indicate that the company focus on enlarging the international footprint continues to deliver positive results.
| SSI OPERATIONAL KPI's | 2Q10 | 2Q11 | ∆ 11/10 | 1Q11 | q.o.q. | 1H10 | 1H11 | ∆ 11/10 |
|---|---|---|---|---|---|---|---|---|
| IT Service Revenues/Employee(1) ('000 euros) | 33.0 | 32.2 | -2.4% | 32.5 | -0.9% | 62.2 | 64.7 | 4.1% |
| Equipment Sales as % Turnover | 50.0% | 22.1% | -28.0pp | 45.9% | -23.8pp | 51.0% | 36.1% | -14.9pp |
| Equipment Sales/Employee(2) ('000 euros) | 730.2 | 203.5 | -72.1% | 605.0 | -66.4% | 1,469.7 | 808.5 | -45.0% |
| EBITDA/Employee ( '000 euros) | 4.2 | 2.5 | -41.4% | 3.4 | -26.2% | 7.1 | 5.8 | -18.1% |
| Employees | 537 | 574 | 6.9% | 572 | 0.3% | 537 | 574 | 6.9% |
(1) Excluding employees dedicated to Equipment Sales; (2) Bizdirect.
IT service revenues per employee reached 64.7 thousand euros in 1H11, 4.1% above 1H10, totally driven by the increase in Service revenues as SSI's total headcount increased to 574 employees, rising 6.9% y.o.y.. This was due mostly to the integration of employees from Softlimits' B2B unit, Mercados Electrónicos, back in 3Q10; the inclusion of employees driven by full outsourcing contracts and also by WeDo Technologies' growing international activity.
Equipment sales per employee decreased y.o.y. by around 45.0%. Driven mainly by the end of the e-initiatives programme, the level of Bizdirect laptop sales has sharply decreased, which inevitably has an impact in some KPI's of the business itself.
| ∆ 11/10 | |||||||
|---|---|---|---|---|---|---|---|
| -34.4% | -30.3% | -17.1% | |||||
| 17.5 | 17.9 | 2.4% | 17.8 | 0.2% | 33.0 | 35.7 | 8.3% |
| -71.0% | -66.5% | -41.3% | |||||
| 37.4% | -27.2% | 40.6% | |||||
| 32.7 | 21.6 | -33.9% | 31.2 | -30.7% | 63.7 | 52.8 | -17.0% |
| 7.6 | 7.4 | -2.4% | 7.6 | -2.6% | 15.0 | 15.0 | -0.2% |
| 17.4 | 5.2 | -70.4% | 15.1 | -65.8% | 34.1 | 20.3 | -40.6% |
| 7.7 | 9.1 | 17.7% | 8.5 | 6.6% | 14.6 | 17.6 | 20.6% |
| 2.3 | 1.4 | -38.2% | 1.9 | -24.9% | 3.9 | 3.4 | -14.4% |
| 6.7% | 6.3% | -0.4pp | 5.8% | 0.5pp | 5.8% | 6.0% | 0.2pp |
| 5.8 | 1.0 | -83.1% | 0.9 | 13.8% | 6.5 | 1.8 | -71.7% |
| 16.6% | 4.3% | -12.3pp | 2.6% | 1.7pp | 9.6% | 3.3% | -6.3pp |
| -3.5 | 0.5 | - | 1.1 | -56.3% | -2.6 | 1.5 | - |
| 5.8 | 1.0 | -83.1% | 0.9 | 13.8% | 6.5 | 1.8 | -71.7% |
| 2Q10 35.0 17.5 0.1 |
2Q11 23.0 5.1 0.1 |
∆ 11/10 | 1Q11 33.0 15.1 0.2 |
q.o.q. | 1H10 67.4 34.4 0.2 |
1H11 55.9 20.2 0.3 |
(1) Commercial Costs = COGS + Mktg & Sales; (2)OtherOperating Costs = Outsourcing Services + G&A + Provisions + others; (3)Operating CAPEX excludes Financial
SSI turnover decreased y.o.y. by 17.1%, to 55.9 million euros. The 8.3% y.o.y. increase in the level of service revenues was not sufficient to off-set the 41.3% drop in equipment sales.
SSI operating costs decreased y.o.y. by 17.0% to 52.8 million euros. The 40.6% decrease in the level of commercial costs is mostly a direct consequence of the lower level of cost of goods sold, mainly due to lower laptop sales under the einitiatives programme. The increase in other operating costs is mostly due to higher operational costs, that reflect the maintenance/renting contracts and other costs, driven by the full outsourcing contracts won by WeDo Technologies and Mainroad.
During 1H11, SSI EBITDA evolved to 3.4 million euros, decreasing 14.4% when compared with 1H10, due to a lower level of product sales at Bizdirect, and a higher cost base, excluding cost of goods sold, not yet entirely off-set by higher service revenues. As a result of the combination of higher service revenues and lower equipment sales, the EBITDA margin increased y.o.y. from 5.8% to 6.0%. Nonetheless, this margin improvement is being conditioned by Wedo Technologies international expansion efforts, aiming at leading the business assurance market, leveraging its leadership in the revenue assurance front.
Sonaecom's Online & Media business comprises a set of additional businesses such as Miau.pt, Público, a leading Portuguese daily newspaper that has completed recently 21 years, and Público.pt, at the digital forefront of the Portuguese online press.
During 1H11, the market dynamics in the daily generalist press sector remained very challenging, both in terms of circulation and advertising figures. Nonetheless, it is worth highlighting the 1.1pp positive evolution registered by Público in terms of audience percentage between 2Q10 and 2Q11.
As regards the financial performance, Online & Media's 1H11 EBITDA was still negative by 1.29 million euros, decreasing when compared with negative 0.30 million euros in 1H10.
Sonaecom SGPS individual results for the semesters ended 30 June 2011 and 2010 can be summarised as follows.
| Million euros | 1H10 | 1H11 | ∆ | % |
|---|---|---|---|---|
| Service Revenues | 3.2 | 2.0 | (1.3) | -39% |
| Other Operating Revenues | 0.0 | 0.1 | 0.1 | 1645% |
| Operating Costs (1) | (3.8) | (2.5) | 1.3 | -34% |
| EBITDA | (0.6) | (0.5) | 0.1 | -23% |
| EBIT | (0.7) | (0.5) | 0.2 | -24% |
| Dividend Received | 10.5 | 0.0 | (10.5) | -100% |
| Net Financial Activity | 1.3 | 5.4 | 4.2 | 325% |
| Other Financial Results | (4.2) | (3.4) | 0.8 | -19% |
| EBT | 6.9 | 1.5 | (5.4) | -78% |
| Net Income | 6.8 | (0.3) | (7.1) | -105% |
(1) Excludes Amortization, Depreciation and Provisions
At 31 December 2010, in an internal restructuration, and in order to maximize an efficient utilization of our resources, all the shared services areas of Sonaecom were concentrated in its subsidiary Optimus – Comunicações, S.A.. In that sense all the employees of Sonaecom SGPS shared services, excluding board members, were transferred to Optimus – Comunicações, S.A. As a result of that, Sonaecom SGPS 2011 accounts are considerably different from last year.
Service revenues totalled 2 million euros, essentially comprising management services provided to its subsidiaries. Last year service revenues, of 3.2 million euros included: (i) Managing the regulatory environment; (ii) Support in seeking new financing; (iii) Internal audit and risk management; (iv) Fiscal and legal support; and (v) Temporary assignment of employees to subsidiaries.
At 30 June 2011, Sonaecom SGPS had 4 board members (40 employees at June 2010). The amount of operational costs (excluding depreciation, amortization charges and provisions) generated 2.5million euros, which compares with 3.8 million euros for the same period of 2010, being this significantly caused by the decrease of personnel costs.
EBITDA was a negative 0.5 million Euros compared to a negative 0.6 million Euros recorded in 2010.
Net financial activity (interest income less interest expenses) was a positive 5.4 million euros, 4.2 million better than 2010, which was mainly driven by a higher average level of loans granted to subsidiaries.
Other Financial Results were negative 3.4 million euros almost fully driven by impairment recognition on Público (2.7 million euros) and Sonaetelecom BV (0.9 million euros), partially compensated by the reduction of the impairment in Lugares Virtuais (-0.4million euros). Last year there were also recognised impairments of 4.1 million euros on Sonaetelecom BV, in Miauger and Lugares Virtuais.
Net Results for the semester were negative 0.3 million euros, 7.1 million euros worse than 2010. This was due to the decrease of 10.5 million euros of dividends received. Ebitda, net financial activity and other financial results performed better than last year.
The following table summarises the major cash movements that occurred during the semester:
| Changes in Sonaecom SGPS Liquidity | million euros |
|---|---|
| Sonaecom SGPS stand-alone liquidity as at 31 December 2010 | 75.6 |
| Cash and Bank | 0.2 |
| Treasury Applications | 75.4 |
| Bank | 4.8 |
| Subsidiaries | 70.6 |
| Changes in Nominal Gross Debt | 108.3 |
| External Debt | 67.0 |
| Treasury applications from subsidiaries | 41.3 |
| Reimbursement of Shareholder Loans granted | 15.2 |
| Dividend paid | -17.9 |
| Free Cash Flow | -159.5 |
| Interest paid | (5.0) |
| Interest received | 3.6 |
| Own shares acquisition | (2.2) |
| Acquisition of share capital | (157.7) |
| Operational Free Cash Flow and others | 1.8 |
| Sonaecom SGPS stand-alone liquidity as at 30 June 2011 | 21.7 |
| Cash and Bank | 0.1 |
| Treasury Applications | 21.6 |
| Bank | 15.0 |
| Subsidiaries | 6.6 |
During the semester, Sonaecom's stand-alone liquidity decreased 53.9 million euros to 21.7 million euros due to the following movements:
But,
At the end of June, net debt of Sonaecom SGPS was 444.4 million euros, comprising: (i) Liquidity of 21.7 million euros; (ii) Treasury applications by the subsidiaries of 66.3 million euros; and (iii) External debt of 399,8 million euros.
These are some of the most significant regulatory developments during the 1H11:
ICP-ANACOM approved the final decisions on the methodology to calculate the universal service net costs and the definition of excessive burden.
As concerns the definition of excessive burden, ICP-ANACOM maintained the principle according to which an excessive burden cannot occur if the market share of the US provider is above 80% (in terms of retail fixed service revenue). Furthermore, the minimum US net cost that justifies the step up of a compensation mechanism to the US provider was reduced to 2 million euros (from 4 million euros initially proposed).
According to the criteria abovementioned, ICP-ANACOM considers that US provision was not an unfair burden for PTC between 2001 and 2006. Beyond, the US provider may present, according to the defined methodology, the net cost for the provision of US in order to define whether a compensation scheme should be set up.
The European Commission released its proposal for the regulation of roaming services after June 30, 2012. The proposals include additional price caps for voice, SMS and data (including retail prices that currently are not regulated). Also, the retail caps should expiry in 30 June 2016, while wholesale caps should prevail until 30 June 2022.
These were some of the most significant corporate developments during 2Q11:
10 March to 22 March 2011
In accordance with the authorisations granted by the Shareholders' General Meeting and for the purpose of fulfilling the obligations arising from the employees' Medium Term Incentive Plan, Sonaecom purchased, through the Euronext Lisbon Stock Exchange, a total of 1,553,000 shares representing approximately 0.42% of its share capital. As of 30 June 2011, Sonaecom held 9,045,200 own shares, representing approximately 2.47% of its share capital.
Sonaecom shareholders have decided, at the Company's Annual General Meeting held on 26 April 2011:
To approve the Annual Report and Individual and Consolidated Accounts of Sonaecom, SGPS, S.A., for the year ended 31 December 2010, as presented.
To approve the proposed application of the 2010 Net Profit in the individual accounts of € 135,403,787.41, as follows:
i) € 6,770,189.37 to Legal Reserve;
Additionally it was approved that, as it is not possible to determine the exact number of own shares that will be held by the Company on the above payment date, without limiting the Company's capacity to transact shares in the meantime, for clarification purposes:
ii) No payment shall be made in respect of own shares held by the Company on the above payment date and the equivalent gross amount of 0.05 Euros will be added to Accumulated Distributable Reserves.
To approve a vote to express appreciation for and confidence in the work performed by the Board of Directors, Statutory Audit Board and Statutory External Auditor of Sonaecom, SGPS, S.A., during the year ended 31 December 2010.
To approve the proposed Remuneration Policy to be adopted for the Management, Auditing Bodies and for Persons discharging managerial responsibilities ("Dirigentes").
To approve the proposal to amend the company's articles of association.
To authorize the Board of Directors to, over the next 18 months and subject to the limits established by law, purchase and sell own shares, under the terms of the proposal that was presented by the Board and previously disclosed.
To authorize the purchase and holding of shares of the Company, over the next 18 months, by companies directly or indirectly controlled by the Company, under the terms of the proposal that was presented by the Board and previously disclosed.
In accordance with legal requirements and pursuant to the decision taken at the Annual Shareholders' General Meeting held on 26 April 2011, dividends relating to the year ending 31 December 2010 were made available to shareholders on 25 May 2011 and corresponded to a gross dividend per share of 5 cents.
| Million euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED INCOME STATEMENT | 2Q10 | 2Q11 | ∆ 11/10 | 1Q11 | q.o.q. | 1H10 | 1H11 | ∆ 11/10 |
| Turnover | 227.6 | 209.6 | -7.9% | 215.8 | 97.1% | 450.3 | 425.4 | -5.5% |
| Mobile | 145.6 | 142.9 | -1.8% | 137.4 | 104.0% | 288.1 | 280.3 | -2.7% |
| Wireline | 59.4 | 52.2 | -12.0% | 54.7 | 95.5% | 120.3 | 106.9 | -11.1% |
| SSI | 35.0 | 23.0 | -34.4% | 33.0 | -30.3% | 67.4 | 55.9 | -17.1% |
| Other & Eliminations | -12.4 | -8.5 | 31.0% | -9.2 | 7.3% | -25.4 | -17.7 | 30.2% |
| Other Revenues | 1.6 | 2.0 | 18.6% | 2.4 | -18.0% | 2.8 | 4.3 | 55.6% |
| Operating Costs | 177.6 | 155.0 | -12.7% | 168.2 | -7.9% | 353.6 | 323.3 | -8.6% |
| Personnel Costs | 24.3 | 22.9 | -5.7% | 24.3 | -5.8% | 48.8 | 47.3 | -3.1% |
| Direct Servicing Costs(1) | 68.4 | 60.1 | -12.2% | 64.4 | -6.8% | 139.5 | 124.5 | -10.7% |
| Commercial Costs(2) | 46.8 | 33.1 | -29.3% | 40.9 | -19.2% | 89.0 | 74.0 | -16.8% |
| Other Operating Costs(3) | 38.1 | 38.9 | 2.1% | 38.5 | 1.0% | 76.4 | 77.4 | 1.4% |
| EBITDA | 51.6 | 56.5 | 9.5% | 50.0 | 13.1% | 99.5 | 106.5 | 7.0% |
| EBITDA Margin (%) | 22.7% | 27.0% | 4.3pp | 23.2% | 3.8pp | 22.1% | 25.0% | 2.9pp |
| Mobile | 48.0 | 52.9 | 10.4% | 47.9 | 10.5% | 94.4 | 100.8 | 6.9% |
| Wireline | 1.9 | 2.8 | 49.6% | 1.5 | 88.5% | 2.6 | 4.3 | 66.7% |
| SSI | 2.3 | 1.4 | -38.2% | 1.9 | -24.9% | 3.9 | 3.4 | -14.4% |
| Other & Eliminations | -0.6 | -0.7 | -15.0% | -1.4 | 50.1% | -1.4 | -2.0 | -50.2% |
| Depreciation & Amortization | 32.8 | 31.7 | -3.4% | 30.2 | 4.8% | 66.8 | 61.9 | -7.4% |
| EBIT | 18.8 | 24.9 | 32.2% | 19.7 | 25.9% | 32.7 | 44.6 | 36.5% |
| Net Financial Results | -1.7 | -2.5 | -47.9% | -2.3 | -10.4% | -3.7 | -4.8 | -30.0% |
| Financial Income | 2.0 | 1.7 | -15.6% | 1.5 | 13.2% | 3.5 | 3.2 | -9.3% |
| Financial Expenses | 3.7 | 4.2 | 13.6% | 3.7 | 11.5% | 7.1 | 7.9 | 10.9% |
| EBT | 17.1 | 22.4 | 30.7% | 17.5 | 27.9% | 29.0 | 39.8 | 37.3% |
| Tax results | -5.6 | -4.2 | 25.5% | -3.8 | -9.5% | -9.3 | -8.0 | 14.1% |
| Net Results | 11.5 | 18.2 | 57.9% | 13.7 | 33.0% | 19.7 | 31.9 | 61.5% |
| Group Share | 11.5 | 18.2 | 58.9% | 13.7 | 33.6% | 19.6 | 31.9 | 62.4% |
| Attributable to Minority Interests | 0.1 | 0.0 | - | 0.0 | - | 0.1 | 0.0 | - |
(1)Direct Servicing Costs = Interconnection and Content + Leased Lines + OtherNetwork Operating Costs; (2) Commercial Costs = COGS + Mktg & Sales Costs; (3)OtherOperating Costs = Outsourcing Services +G&A +Provisions + others.
| Million euros | |||||
|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEET | 1H10 | 1H11 | Δ 11/10 | 1Q11 | q.o.q |
| Total Net Assets | 1,820.5 | 1,835.5 | 0.8% | 1,853.2 | -1.0% |
| Non Current Assets | 1,488.3 | 1,475.4 | -0.9% | 1,485.3 | -0.7% |
| Tangible and Intangible Assets | 846.0 | 845.4 | -0.1% | 852.3 | -0.8% |
| Goodwill | 526.2 | 526.1 | 0.0% | 526.1 | 0.0% |
| Investments | 1.2 | 0.2 | -82.4% | 0.2 | 0.0% |
| Deferred Tax Assets | 114.8 | 103.5 | -9.9% | 106.4 | -2.7% |
| Others | 0.1 | 0.3 | 114.4% | 0.2 | 34.5% |
| Current Assets | 332.2 | 360.1 | 8.4% | 368.0 | -2.1% |
| Trade Debtors | 134.8 | 109.5 | -18.7% | 106.2 | 3.1% |
| Liquidity | 76.1 | 126.1 | 65.9% | 100.8 | 25.1% |
| Others | 121.4 | 124.4 | 2.5% | 160.9 | -22.7% |
| Shareholders' Funds | 953.5 | 989.4 | 3.8% | 987.7 | 0.2% |
| Group Share | 953.1 | 988.9 | 3.8% | 987.2 | 0.2% |
| Minority Interests | 0.5 | 0.5 | 2.1% | 0.5 | -6.4% |
| Total Liabilities | 867.0 | 846.1 | -2.4% | 865.5 | -2.2% |
| Non Current Liabilities | 439.4 | 456.2 | 3.8% | 454.1 | 0.4% |
| Bank Loans | 319.8 | 370.2 | 15.8% | 363.2 | 1.9% |
| Provisions for Other Liabilities and Charges | 32.7 | 34.2 | 4.7% | 33.6 | 1.7% |
| Others | 86.9 | 51.7 | -40.5% | 57.3 | -9.8% |
| Current Liabilities | 427.6 | 390.0 | -8.8% | 411.4 | -5.2% |
| Bank Loans | 26.5 | 30.3 | 14.4% | 41.1 | -26.2% |
| Trade Creditors | 180.3 | 143.7 | -20.3% | 146.6 | -2.0% |
| Others | 220.8 | 216.0 | -2.2% | 223.7 | -3.5% |
| Operating CAPEX(1) | 55.6 | 42.8 | -23.0% | 18.1 | 136.9% |
| Operating CAPEX as % of Turnover | 12.3% | 10.1% | -2.3pp | 8.4% | 1.7pp |
| Total CAPEX | 55.9 | 42.8 | -23.3% | 18.1 | 136.8% |
| EBITDA - Operating CAPEX | 43.9 | 63.7 | 45.0% | 31.9 | 99.6% |
| Operating Cash Flow(2) | 24.2 | 30.6 | 26.3% | -25.3 | - |
| FCF(3) | 5.6 | 11.9 | 112.9% | -35.2 | - |
| Gross Debt | 369.4 | 421.2 | 14.0% | 425.1 | -0.9% |
| Net Debt | 293.3 | 295.1 | 0.6% | 324.3 | -9.0% |
| Net Debt/ EBITDA last 12 months | 1.6 x | 1.5 x | -0.1x | 1.7 x | -0.2x |
| EBITDA/Interest Expenses(4) (last 12 months) | 12.7 x | 14.7 x | 2.0x | 14.6 x | 0.1x |
| Debt/Total Funds (Debt + Shareholders' Funds) | 27.9% | 29.9% | 1.9pp | 30.1% | -0.2pp |
| Excluding the Securitisation Transaction: | |||||
| Net Debt | 362.3 | 344.6 | -4.9% | 378.6 | -9.0% |
| Net Debt/ EBITDA last 12 months | 2.0 x | 1.7 x | -0.3x | 1.9 x | -0.2x |
| EBITDA/Interest Expenses(4) (last 12 months) | 12.7 x | 14.7 x | 2.0x | 14.6 x | 0.1x |
(1)Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments; (2)Operating Cash Flow = EBITDA - Operating CAPEX - Change in WC - Non Cash item& Other; (3) FCF Levered after Financial Expenses butbeforeCapital Flows and Financing related up-frontCosts; (4)Interest Cover.
| Million euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| LEVERED FREE CASH FLOW | 2Q10 | 2Q11 | ∆ 11/10 | 1Q11 | q.o.q. | 1H10 | 1H11 | ∆ 11/10 |
| EBITDA-Operating CAPEX | 19.9 | 31.8 | 59.4% | 31.9 | -0.4% | 43.9 | 63.7 | 45.0% |
| Change in WC | -8.4 | -15.0 | -78.4% | -20.9 | 28.2% | -20.3 | -35.8 | -76.5% |
| Non Cash Items & Other | 0.3 | 1.3 | - | 1.4 | -10.9% | 0.6 | 2.7 | - |
| Operating Cash Flow | 11.8 | 18.1 | 53.1% | 12.5 | 45.0% | 24.2 | 30.6 | 26.3% |
| VAT one-off | 0.0 | 37.8 | - | -37.8 | - | 0.0 | 0.0 | - |
| Securitisation Transaction | -5.0 | -5.0 | 0.0% | -5.0 | 0.0% | -10.0 | -10.0 | 0.0% |
| Own shares | -0.5 | 0.0 | 100.0% | -2.2 | 100.0% | -3.5 | -2.2 | 36.4% |
| Financial results | -0.8 | -2.8 | - | -1.9 | -46.5% | -3.2 | -4.8 | -48.5% |
| Income taxes | -1.2 | -1.0 | 19.9% | -0.7 | -31.9% | -1.9 | -1.7 | 12.4% |
| FCF | 4.2 | 47.1 | - | -35.2 | - | 5.6 | 11.9 | 112.9% |
Note: Operating Cash Flowdoes notinclude non recurrent VAT payments.
| Sonaecom | 2Q10 | 2Q11 | ∆ 11/10 | 1Q11 | q.o.q. | 1H10 | 1H11 | ∆ 11/10 |
|---|---|---|---|---|---|---|---|---|
| Total Employees | 2,063 | 2,066 | 0.1% | 2,074 | -0.4% | 2,063 | 2,066 | 0.1% |
| Shared Services and Corporate Centre | 144 | 141 | -2.1% | 141 | 0.0% | 144 | 141 | -2.1% |
| Telecommunications | 1,127 | 1,089 | -3.4% | 1,100 | -1.0% | 1,127 | 1,089 | -3.4% |
| SSI | 537 | 574 | 6.9% | 572 | 0.3% | 537 | 574 | 6.9% |
| Online & Media | 255 | 262 | 2.7% | 261 | 0.4% | 255 | 262 | 2.7% |
| Million euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| OPTIMUS INCOME STATEMENT | 2Q10 | 2Q11 | ∆ 11/10 | 1Q11 | q.o.q. | 1H10 | 1H11 | ∆ 11/10 |
| Turnover | 192.7 | 186.2 | -3.4% | 182.8 | 1.9% | 383.1 | 368.9 | -3.7% |
| Service Revenues | 185.7 | 179.2 | -3.5% | 178.7 | 0.3% | 371.0 | 357.8 | -3.6% |
| Customer Revenues | 146.6 | 144.4 | -1.5% | 143.0 | 1.0% | 292.2 | 287.4 | -1.6% |
| Operator Revenues | 39.1 | 34.8 | -11.2% | 35.7 | -2.5% | 78.8 | 70.4 | -10.7% |
| Equipment Sales | 7.0 | 7.0 | 0.6% | 4.1 | 70.6% | 12.0 | 11.1 | -7.8% |
| Other Revenues | 2.2 | 2.9 | 30.6% | 3.2 | -9.7% | 3.8 | 6.1 | 59.0% |
| Operating Costs | 145.0 | 133.3 | -8.1% | 136.5 | -2.3% | 289.9 | 269.8 | -6.9% |
| Personnel Costs | 14.1 | 13.1 | -7.0% | 14.0 | -6.4% | 28.1 | 27.1 | -3.3% |
| Direct Servicing Costs(1) | 68.4 | 60.0 | -12.2% | 64.3 | -6.6% | 139.6 | 124.3 | -11.0% |
| Commercial Costs(2) | 28.8 | 27.1 | -5.8% | 25.3 | 7.1% | 53.6 | 52.4 | -2.1% |
| Other Operating Costs(3) | 33.7 | 33.0 | -2.0% | 32.9 | 0.4% | 68.7 | 66.0 | -4.0% |
| EBITDA | 49.9 | 55.8 | 11.8% | 49.4 | 12.8% | 97.0 | 105.2 | 8.5% |
| EBITDA Margin (%) | 25.9% | 29.9% | 4.1pp | 27.1% | 2.9pp | 25.3% | 28.5% | 3.2pp |
| Operating CAPEX(4) | 26.3 | 23.9 | -9.2% | 17.3 | 38.1% | 49.8 | 41.3 | -17.2% |
| Operating CAPEX as % of Turnover | 13.7% | 12.9% | -0.8pp | 9.5% | 3.4pp | 13.0% | 11.2% | -1.8pp |
| EBITDA - Operating CAPEX | 23.5 | 31.8 | 35.3% | 32.1 | -0.9% | 47.2 | 63.9 | 35.5% |
| Total CAPEX | 26.5 | 23.9 | -9.6% | 17.4 | 38.0% | 50.1 | 41.3 | -17.6% |
(1)Direct Servicing Costs = Interconnection and Content + Leased Lines + OtherNetwork Operating Costs; (2) Commercial Costs = COGS + Mktg & Sales Costs; (3)OtherOperating Costs = Outsourcing Services + G&A + Provisions+ others; (4)Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.
| PÚBLICO OPERATIONAL KPI's | 2Q10 | 2Q11 | ∆ 11/10 | 1Q11 | q.o.q. | 1H10 | 1H11 | ∆ 11/10 |
|---|---|---|---|---|---|---|---|---|
| Average Paid Circulation(1) | 33,571 | 32,498 | -3.2% | 34,994 | -7.1% | 33,025 | 32,284 | -2.2% |
| Market Share of Advertising (%) | 10.8% | 9.2% | -1.6pp | 10.7% | -1.5pp | 10.8% | 9.2% | -1.6pp |
| Audience(2) (%) | 4.4 | 5.5 | 25.0% | 4.4 | 0.1pp | 4.4 | 5.0 | 13.6% |
(1) Estimated value updated in the following quarter; (2)As% of adressable population; Source: Bareme Imprensa.
CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.
| Million euros | |
|---|---|
| --------------- | -- |
| ONLINE & MEDIA CONS. INCOME STATEMENT | 2Q10 | 2Q11 | ∆ 11/10 | 1Q11 | q.o.q. | 1H10 | 1H11 | ∆ 11/10 |
|---|---|---|---|---|---|---|---|---|
| Turnover | 7.92 | 6.71 | -15.3% | 6.54 | 2.6% | 15.30 | 13.25 | -13.4% |
| Advertising Sales(1) | 3.42 | 2.90 | -15.1% | 2.64 | 9.8% | 6.49 | 5.54 | -14.6% |
| Newspaper Sales | 2.69 | 2.61 | -2.8% | 2.42 | 8.0% | 5.25 | 5.03 | -4.1% |
| Paper Sales | 0.58 | 0.38 | -33.8% | 0.35 | 11.1% | 1.16 | 0.73 | -36.9% |
| Associated Product Sales | 1.24 | 0.81 | -34.3% | 1.13 | -28.0% | 2.41 | 1.94 | -19.2% |
| Other Revenues | 0.07 | 0.10 | 47.8% | 0.10 | 7.8% | 0.12 | 0.20 | 69.1% |
| Operating Costs | 7.86 | 7.31 | -7.0% | 7.42 | -1.5% | 15.73 | 14.73 | -6.3% |
| Personnel Costs | 2.66 | 2.58 | -3.0% | 2.66 | -3.1% | 5.32 | 5.25 | -1.3% |
| Commercial Costs(2) | 2.69 | 2.26 | -16.0% | 2.30 | -2.1% | 5.30 | 4.56 | -14.0% |
| Other Operating Costs(3) | 2.51 | 2.47 | -1.6% | 2.45 | 0.8% | 5.11 | 4.93 | -3.5% |
| EBITDA | 0.13 | -0.50 | - | -0.79 | 36.9% | -0.30 | -1.29 | - |
| EBITDA Margin (%) | 1.7% | -7.4% | -9.1pp | -12.1% | 4.7pp | -2.0% | -9.7% | -7.7pp |
| Operating CAPEX(4) | 0.13 | 0.20 | 54.2% | 0.11 | 82.6% | 0.26 | 0.30 | 16.7% |
| Operating CAPEX as % of Turnover | 1.6% | 2.9% | 1.3pp | 1.6% | 1.3pp | 1.7% | 2.3% | 0.6pp |
| EBITDA - Operating CAPEX | 0.01 | -0.69 | - | -0.90 | 22.6% | -0.56 | -1.59 | -181.6% |
| Total CAPEX | 0.13 | 0.20 | 54.2% | 0.11 | 82.6% | 0.26 | 0.30 | 16.7% |
(1)Includes Content; (2) Commercial Costs= COGS + Mktg& Sales Costs; (3)OtherOperating Costs = Outsourcing Services + G&A + Provisions + others; (4)Operating
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 2010:
| Additions | Reductions | Balance at 30 June 2011 |
||||
|---|---|---|---|---|---|---|
| Date | Quantity | Average value € |
Quantity | Average value € |
Quantity | |
| Duarte Paulo Teixeira de Azevedo | ||||||
| Efanor Investimentos, SGPS, SA(1) Migracom, SGPS, SA(3) Sonae, SGPS, SA(6) |
1 1,969,996 3,293 a) |
|||||
| Shares attributed under the Medium Term Incentive Plan |
10.03.2011 | 355,103 | 0.00 | |||
| Sale | 20.05.2011 | 355,103 | 0.828 | |||
| Ângelo Gabriel Ribeirinho dos Santos | ||||||
| Paupério | ||||||
| Sonae, SGPS, SA(6) | 355,233 | |||||
| Shares attributed under the Medium | 10.03.2011 | 105,233 | 0.00 | |||
| Term Incentive Plan | ||||||
| Sonaecom, SGPS, SA(9) Shares attributed under the Medium |
292,086 | |||||
| Term Incentive Plan | 10.03.2011 | 67,086 | 0.00 | |||
| Miguel Nuno Santos Almeida | ||||||
| Sonae, SGPS, SA(6) | 59,453 | |||||
| Shares attributed under the Medium | ||||||
| Term Incentive Plan | 10.03.2011 | 31,269 | 0.00 | |||
| Sonaecom, SGPS, SA(9) | 70,808 b) | |||||
| Shares attributed under the Medium | 10.03.2011 | 31,009 | 0.00 | |||
| Term Incentive Plan | ||||||
| Maria Cláudia Teixeira de Azevedo | ||||||
| Efanor Investimentos, SGPS, SA(1) | 1 | |||||
| Linhacom, SGPS, SA(4) Sonae, SGPS, SA(6) |
99,996 - |
|||||
| Shares attributed under the Medium | ||||||
| Term Incentive Plan | 10.03.2011 | 21,549 | 0.00 | |||
| Sale | 20.05.2011 | 21,549 | 0.828 | |||
| Sonaecom, SGPS, SA(9) | 170 c) | |||||
| Shares attributed under the Medium | 10.03.2011 | 21,369 | 0.00 | |||
| Term Incentive Plan | ||||||
| Sale | 20.05.2011 | 21,369 | 1.60 | |||
| António Bernardo Aranha da Gama | ||||||
| Lobo Xavier | ||||||
| Sonae, SGPS, SA(6) | 70,229 | |||||
| Shares attributed under the Medium Term Incentive Plan |
10.03.2011 | 28,183 | 0.00 | |||
| Sonaecom, SGPS, SA(9) | 25,631 | |||||
| Shares attributed under the Medium | ||||||
| Term Incentive Plan | 10.03.2011 | 27,949 | 0.00 | |||
| Sale | 22.06.2011 | 22,000 | 1.532 | |||
a) Shares held by underage under his charge.
b) This balance includes 90 shares held by spouse.
c) Shares held by spouse.
In accordance with article 447 of the Portuguese Company Law and CMVM Regulation no. 5/2008 (continued)
| Additions | Reductions | Balance at 30 June 2011 |
||||
|---|---|---|---|---|---|---|
| Date | Quantity | Average value € |
Quantity | Average value € |
Quantity | |
| David Graham Shenton Bain | ||||||
| Sonae, SGPS, SA(6) | 20,000 | |||||
| Sonaecom, SGPS, SA(9) | 15,000 | |||||
| Ana Paula Garrido Pina Marques | ||||||
| Sonae, SGPS, SA(6) | 11,000 d) | |||||
| Sonaecom, SGPS, SA(9) | 28,241 e) | |||||
| Shares attributed under the Medium | ||||||
| Term Incentive Plan | 10.03.2011 | 13,797 | 0.00 | |||
| Manuel António Neto Portugal | ||||||
| Ramalho Eanes | ||||||
| Sonaecom, SGPS, SA(9) | 15,538 | |||||
| Shares attributed under the Medium | 10.03.2011 | 15,538 | 0.00 | |||
| Term Incentive Plan David Pedro Oliveira Parente Ferreira |
||||||
| Alves | ||||||
| Sonae, SGPS, SA(6) | 5,000 | |||||
| Sonaecom, SGPS, SA(9) | 64,013 | |||||
| Shares attributed under the Medium | ||||||
| Term Incentive Plan | 10.03.2011 | 23,500 | 0.00 | |||
| Rui José Gonçalves Paiva | ||||||
| Sonaecom, SGPS, SA(9) | 460 f) | |||||
| Paulo Joaquim Santos Plácido | ||||||
| Sonae, SGPS, SA(6) | 10,000 | |||||
| Sonaecom, SGPS, SA(9) | 49,821 | |||||
| Shares attributed under the Medium | 10.03.2011 | 11,023 | 0.1475 | |||
| Term Incentive Plan | ||||||
| José Manuel Pinto Correia | ||||||
| Sonae, SGPS, SA(6) | 3,905 | |||||
| Sonaecom, SGPS, SA(9) | 121,468 | |||||
| Shares attributed under the Medium | 10.03.2011 | 25,163 | 0.1475 | |||
| Term Incentive Plan | ||||||
| Pedro Rafael de Sousa Nunes Pedro Sonae, SGPS, SA(6) |
||||||
| 6,625 | ||||||
| Acquisition | 04.02.2011 | 2,225 | 0,826 | |||
| Ana Cristina Dinis da Silva Fanha | ||||||
| Vicente Soares Sonaecom, SGPS, SA(9) |
6,617 | |||||
| Shares attributed under the Medium | ||||||
| Term Incentive Plan | 10.03.2011 | 5,492 | 0.00 | |||
d) Shares held by spouse.
e) This balance includes 7.957 shares held by spouse.
f) Shares held by spouse.
| Additions | Reductions | Balance at 30 June 2011 |
||||
|---|---|---|---|---|---|---|
| Date | Quantity | Average value € |
Quantity | Average value € |
Quantity | |
| Armando Luís Vieira Magalhães Sonae, SGPS, SA(6) Sale |
11.05.2011 | 10,000 | 0,826 | - |
In accordance with article 447 of the Portuguese Company Law and CMVM Regulation no. 5/2008 (continued)
| Notes: | ||||||
|---|---|---|---|---|---|---|
| Additions | Reductions | Balance at 30 June 2011 |
||||
| Date | Quantity Average value € | Quantity Average value € | Quantity | |||
| (1) Efanor Investimentos, SGPS, SA Sonae, SGPS, SA(6) |
74,400,000 | |||||
| Sale | 29.04.2011 | 585,250,000 | 0.811 | |||
| Pareuro, BV(2) | 2,000,000 | |||||
| Sonaecom, SGPS, SA(9) | 1,000 | |||||
| (2) Pareuro, BV | ||||||
| Sonae, SGPS, SA(6) | 985,250,000 | |||||
| Acquisition | 29.04.2011 | 585,250,000 | 0.811 | |||
| (3) Migracom, SGPS, SA | ||||||
| Imparfin, SGPS, SA(5) | 150,000 | |||||
| Sonae, SGPS, SA(6) | 1,840,103 | |||||
| Acquisition | 20.05.2011 | 355,103 | 0.828 | |||
| Sonaecom, SGPS, SA(9) | 387,342 | |||||
| (4) Linhacom,SGPS, SA | ||||||
| Imparfin, SGPS, SA(5) | 150,000 | |||||
| Sonae, SGPS, SA(6) | 390,430 | |||||
| Acquisition | 20.05.2011 | 21,549 | 0.828 | |||
| Sonaecom, SGPS, SA(9) | 71,231 | |||||
| Acquisition | 20.05.2011 | 21,369 | 1.60 | |||
| (5) Imparfin, SGPS, SA | ||||||
| Sonae, SGPS, SA(6) | 4,105,280 | |||||
| (6) Sonae, SGPS, SA | ||||||
| Sonaecom, SGPS, SA(9) | 650,000 | |||||
| Sale | 29.04.2011 | 188,649 | 1.537 | |||
| Sonae Investments BV(7) | 2,000,000 | |||||
| Sontel BV(8) | 4,286 | |||||
| (7) Sonae Investments BV | ||||||
| Sontel BV(8) | 5,714 | |||||
| Sonaecom, SGPS, SA(9) | - | |||||
| Sale | 29.04.2011 | 10,500,000 | 1.537 | |||
| (8) Sontel BV | ||||||
| Sonaecom, SGPS, SA(9) | 194,063,119 | |||||
| Acquisition | 29.04.2011 | 188,649 | 1.537 | |||
| Acquisition | 29.04.2011 | 10,500,000 | 1.537 | |||
| (9) Sonaecom, SGPS, SA Shares attributed under the Medium |
9,045,200 | |||||
| Term Incentive Plan | 10.03.2011 | 1,473,520 | 0.1475 | |||
| Shares attributed under the Medium | ||||||
| Term Incentive Plan | 10.03.2011 | 277,030 | 0,00 | |||
| Acquisition | Mar-11 | 1,553,000 | 1.432 | |||
| Shares attributed under the Medium Term Incentive Plan |
22.06.2011 | 13,607 | 0.156 | |||
In accordance with article 448 of the Portuguese Company Law
| Number of shares as of | |
|---|---|
| 30 June 2011 | |
| Efanor Investimentos, SGPS, SA | |
| Sonae, SGPS, SA | 74,400,000 |
| Pareuro, BV | 2,000,000 |
| Sonaecom, SGPS, SA | 1,000 |
| Pareuro, BV | |
| Sonae, SGPS, SA | 985,250,000 |
| Sonae, SGPS, SA | |
| Sonaecom, SGPS, SA | 650,000 |
| Sonae Investments BV | 2,000,000 |
| Sontel BV | 4,286 |
| Sonae Investments BV | |
| Sontel BV | 5,714 |
| Sontel BV | |
| Sonaecom, SGPS, SA | 194,063,119 |
| Atlas Services Belgium, S.A. | |
| Sonaecom, SGPS, SA | 73,249,374 |
In compliance with sub-paragraph c), number 1, of the article of the CMVM Regulation no. 05/2008, we declare the qualifying holdings at 30 June 2011:
| % of voting rights | ||||
|---|---|---|---|---|
| Without own | ||||
| Shareholder | Number of shares | % of Share capital | With own shares | shares |
| Sontel BV | 194,063,119 | 52.99% | 52.99% | 54.33% |
| Sonae SGPS | 650,000 | 0.18% | 0.18% | 0.18% |
| Migracom, SGPS, SA | 387,342 | 0.11% | 0.11% | 0.11% |
| Ângelo Gabriel Ribeirinho dos Santos Paupério(1),(2) | 292,086 | 0.08% | 0.08% | 0.08% |
| Belmiro Mendes de Azevedo(1),(3) | 75,537 | 0.02% | 0.02% | 0.02% |
| Linhacom, SGPS, SA | 71,231 | 0.02% | 0.02% | 0.02% |
| Álvaro Carmona e Costa Portela(1) | 5,000 | 0.00% | 0.00% | 0.00% |
| Efanor Investimentos, SGPS, SA | 1,000 | 0.00% | 0.00% | 0.00% |
| Maria Cláudia Teixeira de Azevedo(3) | 170 | 0.00% | 0.00% | 0.00% |
| Total attributable (4) | 195,545,485 | 53.39% | 53.39% | 54.74% |
| France Telecom, S.A. | ||||
| Atlas Services Belgium, S.A. | 73,249,374 | 20.00% | 20.00% | 20.51% |
| Total attributable | 73,249,374 | 20.00% | 20.00% | 20.51% |
| BCP | ||||
| Banco Comercial Português S.A. | 100,998 | 0.03% | 0.03% | 0.03% |
| Fundo de Pensões Grupo BCP | 12,400,000 | 3.39% | 3.39% | 3.47% |
| Total attributable | 12,500,998 | 3.41% | 3.41% | 3.50% |
(1) Member of the Board of Director of Sonae, SGPS, SA
(2) Member of the Board of Directors of Sonae Investments, BV e Sontel BV
(3) Member of the Board of Directors of Efanor Investimentos, SGPS, SA
(4) The corresponding qualified holding is attributable to Efanor.
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 semester of 2011 and the respective impacts, when applicable, over the financial statements, containing an appropriate description of the major risks and uncertainties within the subsequent six month period.
António Sampaio e Mello
For the periods ended at 30 June 2011 and 2010 and the year ended at 31 December 2010
| (Amounts expressed in euro) | Notes | June 2011 | June 2010 | December 2010 |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Tangible assets | 1.d. 1.i and 6 | 578,876,233 | 566,785,678 | 592,369,741 |
| Intangible assets | l.e. 1.f. and 7 | 266,504,968 | 279,188,269 | 272,896,942 |
| Goodwill | 1.g and 9 | 526,088,349 | 526,202,397 | 526,141,552 |
| Investments available for sale | 1. h. 8 and 10 | 212,323 | 1,207,320 | 212,323 |
| Other non-current assets | 1.t | 280,201 | 130,705 | 174,363 |
| Deferred tax assets | $1.q$ and $11$ | 103,470,392 | 114,817,601 | 109,587,224 |
| Totalnon-current assets | 1,475,432,466 | 1,488,331,970 | 1,501,382,145 | |
| Current assets | ||||
| Inventories | $1 \cdot j$ | 20, 344, 542 | 26,558,963 | 17,473,750 |
| Trade debtors | $1.k$ and $8$ | 109,522,499 | 134,753,305 | 143,294,200 |
| Other current debtors | $1. k$ and $8$ | 29,891,048 | 23,652,912 | 61,302,698 |
| Other current assets | $1.s$ and $1.y$ | 74,178,911 | 71,151,550 | 69,839,130 |
| Cash and cash equivalents | 1.l, 8 and 12 | 126, 142, 027 | 76,055,367 | 68,577,903 |
| Total current assets | 360,079,027 | 332,172,097 | 360,487,681 | |
| Total assets | 1,835,511,493 | 1,820,504,067 | 1,861,869,826 | |
| Shareholders' funds and liabilities | ||||
| Shareholders' funds | ||||
| Share capital | 13 | 366,246,868 | 366,246,868 | 366,246,868 |
| Own shares | $1.v$ and $14$ | |||
| Reserves | 1. u | (13, 594, 518) 504, 372, 722 |
(13, 725, 585) 580,902,524 |
(15, 030, 834) 582,259,583 |
| Consolidated net income/(loss) for the year | 19,633,595 | 41,182,587 | ||
| 31,888,429 988, 913, 501 |
953,057,402 | 974,658,204 | ||
| Non-controlling interests | 462,084 | 452,639 | 593,790 | |
| Total Shareholders' funds | 989, 375, 585 | 953,510,040 | 975,251,994 | |
| Liabilities | ||||
| Non-current liabilities | ||||
| Medium and long-term loans - net of short-term portion | 1.m, 1.n, 8 and 15 | 370,217,570 | 319,837,263 | 305,038,006 |
| Other non-current financial liabilities | 1.i, 8 and 16 | 18,539,938 | 19,780,701 | 19,253,869 |
| Provisions for other liabilities and charges | $1.p, 1.t$ and $17$ | 34,199,105 | 32,664,463 | 33,150,028 |
| Securitisation of receivables | 8 and 18 | 29,872,311 | 49,579,898 | 39,740,412 |
| Deferred tax liabilities | $1.q$ and $11$ | 780,991 | 455,990 | 786,549 |
| Other non-current liabilities | 1.s, 1.t and 1.y | 2,540,959 | 17,095,005 | 2,739,617 |
| Totalnon-current liabilities | 456,050,874 | 439,413,320 | 400,708,481 | |
| Current liabilities | ||||
| Short-term loans and other loans | 1.m, 1.n, 8 and 15 | 30, 312, 879 | 26,501,633 | 30,942,240 |
| Trade creditors | 8 | 143,666,705 | 180,325,557 | 178, 732, 746 |
| Other current financial liabilities | 1.i, 8, 16 and 19 | 2,147,888 | 3,239,885 | 2,171,140 |
| Securitisation of receivables | 8 and 18 | 19,729,485 | 19,561,507 | 19,634,161 |
| Other creditors | 8 | 22,039,680 | 17,291,083 | 56,752,155 |
| Other current liabilities | $1.s$ and $1.y$ | 172,088,397 | 180,661,042 | 197,676,909 |
| Total current liabilities | 389,985,034 | 427,580,707 | 485,909,351 | |
| Total Shareholders' funds and liabilities | 1,835,511,493 | 1,820,504,067 | 1,861,869,826 |
The notes are an integral part of the consolidated financial statements at 30 June 2011 and 2010.
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Miguel Moniz Trigoso Santos Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
For the periods ended at 30 June 2011 and 2010 and the year ended at 31 December 2010
| (Amounts expressed in euro) | Notes | June 2011 | June 2010 | December 2010 |
|---|---|---|---|---|
| Sales | 36,469,600 | 51,474,370 | 118,773,668 | |
| Services rendered | 388,935,753 | 398,855,739 | 801,945,320 | |
| Other operating revenues | 4,336,838 | 2,786,575 | 8,224,984 | |
| 429,742,191 | 453,116,684 | 928,943,972 | ||
| Cost of sales | (38,812,712) | (53,504,856) | (127,913,977) | |
| External supplies and services | 20 | (218,740,252) | (236,918,580) | (479,774,171) |
| Staff expenses | (47,259,514) | (48,759,947) | (96,550,733) | |
| Depreciation and amortisation | 1.d, 1.e, 6 and 7 | (61,890,471) | (66,838,448) | (129,542,660) |
| Provisions and impairment losses | 1.p, 1.x and 17 | (11,230,975) | (6,932,953) | (16,030,069) |
| Other operating costs | (7,206,569) | (7,488,624) | (14,663,482) | |
| (385,140,495) | (420,443,408) | (864,475,092) | ||
| Other financial expenses | 1.n, 1.o, 1.w, 1.x and 21 | (7,910,633) | (7,136,174) | (14,531,097) |
| Other financial income | 1.o, 1.w and 21 | 3,157,873 | 3,480,360 | 8,159,770 |
| Current income / (loss) | 39,848,936 | 29,017,462 | 58,097,553 | |
| Income taxation | 1.q, 11 and 22 | (7,970,005) | (9,280,596) | (16,749,346) |
| Consolidated net income / (loss) for the year | 31,878,931 | 19,736,866 | 41,348,207 | |
| Attributed to: | ||||
| Shareholders of parent company | 26 | 31,888,429 | 19,633,595 | 41,182,587 |
| Non-controlling interests | (9,498) | 103,271 | 165,620 | |
| Earnings per share | ||||
| Including discontinued operations: | ||||
| Basic | 0.09 | 0.05 | 0.12 | |
| Diluted | 0.09 | 0.05 | 0.12 | |
| Excluding discontinued operations: | ||||
| Basic | 0.09 | 0.05 | 0.12 | |
| Diluted | 0.09 | 0.05 | 0.12 |
The notes are an integral part of the consolidated financial statements at 30 June 2011 and 2010.
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Miguel Moniz Trigoso Santos Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
For the periods ended at 30 June 2011 and 2010 and the year ended at 31 December 2010
| (Amounts expressed in euro) | Notes | June 2011 | June 2010 | Decem ber 2010 |
|---|---|---|---|---|
| Consolidated net income / (loss) for the year | 31,878,931 | 19,736,866 | 41,348,207 | |
| Components of other consolidated comprehensive income, net of tax Changes in currency translat ion reserve and other |
1.w | 290,110 290,110 |
393,261 393,261 |
357,412 357,412 |
| Consolidated comprehensive income for the year | 32,169,041 | 20,130,12 7 | 41,705,619 | |
| Attributed to: | ||||
| Shareholders of parent company | 32,178,539 | 2 0,02 6,856 | 41,539,999 | |
| Non-controlling interests | (9,498) | 103,271 | 165,620 |
The notes are an integral part of the consolidated financial statements at 30 June 2011 and 2010.
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Miguel Moniz Trigoso Santos Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
For the periods ended at 30 June 2011 and 2010
| Res erv es |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Sha l ita re c ap |
har Ow n s es |
al Leg res erv es |
Sha re m iu pre m |
Oth er res erv es |
Res for erv es diu Me m T erm Pla Inc ive ent ns |
f Res erv es o har ow n s es |
tal To res erv es |
No n- olli ntr -co ng inte ts res |
Net inc e / om ( los s) |
tal To |
|
| 20 11 |
|||||||||||
| Bal ber t 31 De 20 10 anc e a cem of t he sol ida ted sul t of Ap iat i t re pro pr on con ne 201 0 |
36 6,2 46 ,86 8 |
( 03 0,8 ) 15, 34 |
1,2 21, 00 3 |
5,2 90 77 ,37 7 |
( 214 ,09 84 ) 5,3 |
4,8 12, 75 3 |
03 0,8 15, 34 |
58 2,2 59 ,58 3 |
– | 18 2,5 87 41, |
97 4,6 58 ,20 4 |
| T sfe o le l re d o the rs t ran ga ser ves an r r ese rve s ivid end dis trib D utio n |
– – |
– – |
6,7 70 ,18 9 – |
– – |
34 ,41 2,3 98 ( ) 17, 85 9,4 03 |
– – |
– – |
41, 182 ,58 7 ( ) 17, 85 9,4 03 |
– – |
( 7) 41, 182 ,58 – |
– ( ) 17, 85 9,4 03 |
| sol ida ted reh e fo r th Con ive inc co mp ens om e ded 30 Jun e 2 011 at yea r en Ac of har isit ion qu ow n s es live f ow har und he diu De Me er t ry o n s es m |
– – |
– ( 2,2 23 ,28 7) |
– – |
– – |
29 0,1 10 ( 2,2 23 ,28 7) |
– – |
– 2 ,2 23, 28 7 |
29 0,1 10 – |
– – |
31, 88 8,4 29 – |
32 ,17 8,5 39 ( 2,2 23, 2 8 7) |
| Te Inc Pla ive ent rm ns |
– | 3,6 59 ,60 3 |
– | – | 1,7 75, 36 0 |
( 1,6 04 ,79 9) |
( 3,6 59 ,60 3) |
( 3,4 89 ,04 2) |
– | – | 170 ,56 1 |
| Eff of the f th edi itio e M Te ect rec ogn n o um rm Pla Inc ent ive ns |
– | – | – | – | – | 1,9 88 ,88 8 |
– | 1,9 88 ,88 8 |
– | – | 1,9 88 ,88 8 |
| Bal t 3 0 Ju 20 11 anc e a ne |
36 6,2 46 ,86 8 |
( 18) 13, 59 4,5 |
7,9 91, 192 |
77 5,2 90 ,37 7 |
( ) 197 ,70 0,2 07 |
5,1 96 ,84 2 |
13, 59 4,5 18 |
60 4,3 72, 72 2 |
– | 31, 88 8,4 29 |
98 8,9 13, 50 1 |
| roll No ont ing int sts n-c ere |
|||||||||||
| Bal ber t 31 De 20 10 anc e a cem roll hen No ing int in siv ont sts n-c ere com pre e |
– | – | – | – | – | – | – | – | 59 90 3,7 |
– | 59 90 3,7 |
| inc om e |
– | – | – | – | – | – | – | – | ( 9,4 98 ) |
– | ( 9,4 98 ) |
| ide nd dis trib Div utio n |
– | – | – | – | – | – | – | – | ( 124 ,50 0) |
– | ( 124 ,50 0) |
| Oth han er c ges |
– | – | – | – | – | – | – | – | 2,2 92 |
– | 2,2 92 |
| Bal 0 Ju 20 t 3 11 anc e a ne |
– | – | – | – | – | – | – | – | 46 2,0 84 |
– | 46 2,0 84 |
| al Tot |
36 6,2 46 ,86 8 |
( 18) 13, 59 4,5 |
7,9 91, 192 |
77 5,2 90 ,37 7 |
( ) 197 ,70 0,2 07 |
5,1 96 ,84 2 |
13, 59 4,5 18 |
60 4,3 72, 72 2 |
46 2,0 84 |
31, 88 8,4 29 |
98 9,3 75, 58 5 |
For the periods ended at 30 June 2011 and 2010
| Res erv es |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Sha ita l re c ap |
Ow n sh are s |
al Leg res erv es |
Sha re m iu pre m |
Oth er r ese rve s |
for Res erv es diu Me m T erm Inc ive Pla ent ns |
f Res erv es o har ow n s es |
To tal res erv es |
No n- olli ntr -co ng inte ts res |
Net inc e / om ( los s) |
To tal |
|
| 20 10 |
|||||||||||
| Bal ber 20 09 t 31 De anc e a cem |
36 6,2 46 ,86 8 |
( 5) 12,8 09 ,01 |
1,9 85 ,18 1 |
5,2 90 77 ,37 7 |
( 2) 217 ,116 ,18 |
2,9 69 77, 5 |
12, 80 9,0 15 |
5,9 46 ,08 6 57 |
– | 48, 497 5,7 |
93 32, 6 5 ,1 43 |
| Ap of t he sol ida ted sul t of iati t re pro pr on con ne 200 9 |
– | – | – | – | 5,7 48 ,49 7 |
– | – | 5,7 48 ,49 7 |
– | ( 7) 5,7 48 ,49 |
– |
| of the leg al r he Use to er t ese rve cov ula ted los ded the ind iv id ual in acc um ses re cor ts acc oun |
– | – | ( 78) 76 4,1 |
– | 76 78 4,1 |
– | – | – | – | – | – |
| Con sol ida ted reh e fo r th ive inc co mp ens om e ded 30 e 2 010 Jun at yea r en |
– | – – | – | – | 39 3,2 61 |
– | – | 39 3,2 61 |
– | 19, 633 ,59 5 |
20 ,02 6,8 5 6 |
| Acq f ow har uis itio n o n s es live f ow har nde r th edi De e M ry o n s es u um lan |
– | ( 5) 3,4 97, 60 |
– | – | ( 5) 3,4 97, 60 |
– | 3,4 97, 605 |
– | – | – | ( 5) 3,4 97, 60 |
| Ter m I e P ntiv nce s |
– | 2,5 81, 035 |
– | – | 1,0 12, 560 |
( ) 89 1,6 39 |
( ) 2,5 81, 035 |
( ) 2,4 60, 114 |
– | – | 120 ,92 1 |
| Eff of the f th edi itio e M Te ect rec ogn n o um rm Pla Inc ent ive ns |
– | – | – | – | – | 1,2 74, 793 |
– | 1,2 74, 79 3 |
– | – | 1,2 74, 793 |
| Bal t 3 0 Ju 20 10 anc e a ne |
36 6,2 46 ,86 8 |
( 5) 13,7 25, 58 |
1,2 21, 003 |
77 5,2 90 ,37 7 |
( 91) 212 ,69 5,2 |
3,3 60 ,84 9 |
13, 725 ,58 5 |
5 8 0,9 02, 523 |
– | 19, 633 ,59 5 |
95 3,0 57, 401 |
| roll No ing int ont sts n-c ere |
|||||||||||
| Bal t 31 De ber 20 09 anc e a cem |
– | – | – | – | – | – | – | – | 50 8,1 52 |
– | 50 8,1 52 |
| roll hen No ing int in sive ont sts n-c ere com pre |
|||||||||||
| inc om e |
– | – | – | – | – | – | – | – | 103 ,27 1 |
– | 103 ,27 1 |
| ide nd dis trib Div utio n |
– | – | – | – | – | – | – | – | ( 0) 161 ,85 |
– | ( 0) 161 ,85 |
| Oth han er c ges |
– | – | – | – | – | – | – | – | 3,0 66 |
– | 3,0 66 |
| Bal 0 Ju 20 10 t 3 anc e a ne |
– | – | – | – | – | – | – | – | 2,6 39 45 |
– | 2,6 39 45 |
| al Tot |
36 6,2 46 ,86 8 |
( 5) 13,7 25, 58 |
1,2 21, 003 |
77 5,2 90 ,37 7 |
( 91) 212 ,69 5,2 |
3,3 60 ,84 9 |
13, 725 ,58 5 |
5 8 0,9 02, 523 |
45 2,6 39 |
19, 633 ,59 5 |
95 3,5 10, 04 0 |
| (Amounts expressed in euro) | June 2011 | June 2010 | ||
|---|---|---|---|---|
| Operating activities | ||||
| Receipts from trade debt ors | 443,001,391 | 465,112,720 | ||
| Payments to trade creditors | (288,916,688) | (320,323,424) | ||
| Payments to employees | (57,678,514) | (60,354,987) | ||
| Cash flows from operating activities | 96,406,189 | 84,434,309 | ||
| Payments / receipts relating to income taxes, net | (1,683,083) | (1,920,554) | ||
| Other payments / receipts relating to operating activities, net | (716,393) | 7,930,936 | ||
| Cash flows from operating activities (1) | 94,006,713 | 94,006,713 | 90,444,691 | 90,444,691 |
| Investing activities | ||||
| Receipts from: | ||||
| Tangible assets | 15,955,648 | 826,176 | ||
| Intangible assets | 13,694 | - | ||
| Interest and similar income | 2,963,806 | 18,933,148 | 2,488,396 | 3,314,572 |
| Payments for: | ||||
| Financial investments | (8,860,291) | - | ||
| Tangible assets | (60,771,059) | (58,655,316) | ||
| Intangible assets | (10,985,798) | (80,617,148) | (9,820,5 59) | (68,475 ,875) |
| Cash flows from investing activities (2) | (61,684,000) | (65,161,303) | ||
| Financing activities | ||||
| Receipts from: | ||||
| Loans obt ained | 64,850,000 | 64,850,000 | 70,000,000 | 70,000,000 |
| Payments for: | ||||
| Leasing | (1,519,857) | (693,886) | ||
| Interest and similar expenses | (7,298,189) | (6,486,093) | ||
| Dividends | (17,983,903) | (161,850) | ||
| Acquisition of own shares | (2,223,287) | (3,497,605) | ||
| Loans obt ained | (10,063,774) | (39,089,010) | (91,613,255) | (102,452,689) |
| Cash flows from financing activities (3) | 25,760,990 | (32,452,689) | ||
| Net cash flows (4)=(1)+(2)+(3) | 58,083,703 | (7,169,301) | ||
| Effect of the foreign exchanges | (93,706) | 25 5,564 | ||
| Cash and cash equivalents at the beginning of the period | 66,024,199 | 82,946,871 | ||
| Cash and cash equivalents at the end of t he period | 124,014,196 | 76,033,134 |
The notes are an integral part of the consolidated financial statements at 30 June 2011 and 2010.
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Miguel Moniz Trigoso Santos Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
For the periods ended at 30 June 2011 and 2010
| June 2011 | June 2010 | |
|---|---|---|
| a) Amounts paid of acquisitions in previous years | ||
| Sontária - Empreendimentos Imobiliários, S.A. | 8,860,291 | - |
| 8,860,291 | - |
| June 2011 | June 2010 | |
|---|---|---|
| Cash in hand | 272,172 | 183,927 |
| Cash at bank | 6,95 9,85 5 | 4,728,909 |
| Treasury applications | 118,910,000 | 71,142,5 30 |
| Overdrafts | (2,127,83 1) | (22,233) |
| Cash and cash equivalents | 124 ,014 ,196 | 76,033,133 |
| Overdrafts | 2,127,831 | 22,233 |
| Cash assets | 126,14 2,027 | 76,055,366 |
| June 2011 | June 2010 | |
|---|---|---|
| a) Bank credit obtained and not used | 4 3,787,221 | 24 7,050,000 |
| b) Purchase of company through the issue of shares | Not applicable | N ot applicable |
| c) Conversion of loans int o shares | Not applicable | N ot applicable |
| Activity | Cash flow from operating activities |
Cash flow from investing activities |
Cash flow from financing activities |
Net cash flows |
|---|---|---|---|---|
| Telecommunication | 114,652 ,253 | (50,785,817 ) | (14,034,774) | 49,831,662 |
| Multimedia | (1,931,667) | (344,411) | (88,013) | (2,364,091) |
| Information Systems | (19,830,342) | (2,560,345) | (2 01,634) | (22,592,321) |
| Holding | 1,156,501 | (7,990,071) | 40,085,451 | 33,251,881 |
| Others | (40,032) | (3,356) | (40) | (43,428) |
| 94,006,713 | (61,684,000) | 25,760,990 | 58,083,703 |
The notes are an integral part of the consolidated financial statements at 30 June 2011 and 2010.
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Miguel Moniz Trigoso Santos Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
SONAECOM, S.G.P.S., S.A. (hereinafter referred to as 'the Company' or 'Sonaecom') was established on 6 June 1988, 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, 3 and 4 ('the Group').
Pargeste, S.G.P.S., S.A.'s subsidiaries in the communications and information technology area were transferred to the Company through a demerger-merger process, executed by public deed dated 30 September 1997.
On 3 November 1999 the Company's share capital was increased, its Articles of Association were modified and its name was changed to Sonae.com, S.G.P.S., S.A.. Since then the Company's corporate object has been the management of investments in other companies. Also on 3 November 1999, the Company's share 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 Combined Share Offer, the Company's share capital was increased under the terms explained below. The new shares were fully subscribed for and paid up by Sonae, S.G.P.S., S.A. (a Shareholder of Sonaecom, hereinafter referred to as 'Sonae'). The capital increase was 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.
By decision of the Shareholders' General Meeting held on 17 June 2002, Sonaecom's share capital was increased from Euro 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.
On 30 April 2003, the Company's name was changed by public deed to SONAECOM, S.G.P.S., S.A..
By decision of the Shareholders' General Meeting held on 12 September 2005, Sonaecom's share capital was 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.
By decision of the Shareholders General Meeting held on 18 September 2006, Sonaecom's share capital was increased by 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.
The Group's business consists essentially of:
The Group operates in Portugal and has subsidiaries (from the information systems consultancy segment) operating in Brazil, United Kingdom, Ireland, Poland, Australia, Mexico, Malaysia, Egypt, United States of America, Panama, Chile, Singapore and Spain.
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 (notes 2, 3 and 4) in accordance with the International Financial Reporting Standards (IAS/IFRS) as adopted by the European Union (EU). These financial statements were prepared based on the acquisition cost, except for the revaluation of some financial instruments, and considering the IAS 34 - "Interim Financial Reporting".
For Sonaecom, there are no differences between IFRS as adopted by European Union and IFRS published by the International Accounting Standards Board.
Sonaecom adopted IAS/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 approved (endorsed) by the European Union and that have mandatory application to financial years beginning on or after 1 January 2011 and were first adopted in the period ended at 30 June 2011:
| Standard / Interpretation | Effective date (annual | effective date originally established by the standard. | ||
|---|---|---|---|---|
| periods beginning on or after) |
||||
| IFRS 1 - Amendment (Limited Exemption from | 1-Jul-10 | |||
| Comparative IFRS 7 Disclosures for First-time | ||||
| Adopters) | ||||
| The amendment ensures that first-time adopters benefit from the same |
transition provisions that the Amendment to IFRS 7 introduced in March 2009 (Improving Disclosures about Financial Instruments) provides to current IFRS preparers.
Revised IAS 24 (Related Parties Disclosures) 1-Jan-11
The revised standard addresses concerns that the previous disclosure requirements and definition of a 'related party' were too complex and difficult to apply in practice, particularly in environments where government control is pervasive, by: (1) providing a partial exemption for governmentrelated entities; (2) providing a revised definition of a related party.
IAS 32 – Amendments (Clarification of issuing rights)
1-Feb-10 *
The amendment states that if such rights are issued pro rata to an entity's all existing shareholders in the same class for a fixed amount of currency, they should be classified as equity regardless of the currency in which the exercise price is denominated.
* The effective date in accordance with the adoption by the EU was subsequent to the effective date originally established by the standard.
| Standard / Interpretation | Effective date (annual periods beginning on or after) |
|||
|---|---|---|---|---|
| IFRIC 14 – Amendments (Voluntary pre-paid | 1-Jan-11 | |||
| contributions) | ||||
| The amendments correct an unintended consequence of IFRIC 14. Without |
the amendments, in some circumstances entities are not permitted to recognise as an asset some voluntary prepayments for minimum funding contributions.
IFRIC 19 (Extinguishing Financial Liabilities with Equity Instruments) 1-Jul-10 * Clarifies the requirements of IFRSs when an entity renegotiates the terms
of a financial liability with its creditor and the creditor agrees to accept the entity's shares or other equity instruments to fully or partially settle the financial liability.
* The effective date in accordance with the adoption by the EU was subsequent to the effective date originally established by the standard.
The application of these standards had no significant impacts on the consolidated 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, whose application is mandatory only in future financial years:
| Standard / Interpretation | Effective date (annual |
|---|---|
| periods beginning on or | |
| after) | |
| Improvements to IFRSs – 2008/2010 | 18-Feb-11* |
| This process included the review of 7 accounting standards. |
* The effective date in accordance with the adoption by the EU was subsequent to the
These standards, although approved (endorsed) by the European Union, were not adopted by the Group for the period ended at 30 June 2011, as the application of these standards is not yet mandatory. No significant impacts are expected to arise in the financial statements resulting from the adoption of the same.
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) | |
| IAS 12 - Amendments (Deferred tax: Recovery of Underlying Assets) |
1-Jan-12 |
The amendment introduces, in the case of investment properties measured using the fair value model, the presumption that recovery of the carrying amount will normally be through sale, in order to determine their tax impact. As a result of the amendments, SIC 21 - 'Income Taxes—Recovery of Revalued Non-Depreciable Assets' would no longer apply to investment properties carried at fair value. The amendments also incorporate into IAS 12 the remaining guidance previously contained in SIC-21, which is accordingly withdrawn.
| The amendments: 1) replace the fixed dates in the derecognition exception and the exemption related to the initial fair value measurement of financial instruments; and 2) add a deemed cost exemption to IFRS 1 that an entity can apply at the date of transaction to IFRSs after being subject to severe hyperinflation. |
|
|---|---|
| IFRS 7 - Financial Instruments: Disclosures - | 1-Jul-11 |
| Amendments (issued 7 October 2010) The amendment requires disclosures to improve the understanding of transfer transactions of financial assets (for example, securitisations), including understanding the possible effects of any risks that may remain after the transfer. It also requires additional disclosures if a disproportionate amount of transfer transactions are undertaken around the end of a reporting period. |
|
| IFRS 9 Financial Instruments | 1-Jan-13 |
| This standard is the first step in the project to replace IAS 39, and it introduces new requirements for classifying and measuring financial assets. |
|
| 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 Joint Arrangements | 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. |
|
| IFRS 13 Fair Value Measurement | 1-Jan-13 |
| It will improve consistency and reduce complexity by providing, for the first time, a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. |
|
| 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 Ventures |
1-Jan-13 |
IFRS 1 - Amendments (Severe
for First-Time Adopters)
Hyperinflation and Removal of Fixed Dates
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.
The application of these standards and interpretations, when applicable, will have no material effect on future consolidated financial statements.
The accounting policies and measurement criteria adopted by the Group at 30 June 2011 are comparable with those used in the preparation of the consolidated financial statements at 31 December 2010.
1-Jul-11
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 Shareholders' General Meetings, in 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 Shareholders' equity and net results of those companies are recorded separately in the consolidated balance sheet and in the consolidated profit and loss statement, respectively, under the caption 'Non-controlling interests'.
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.
Investments in associated companies (generally investments representing between 20% and 50% of a company's share capital) are recorded using the equity method.
In accordance with the equity method, investments are adjusted annually by the amount corresponding to the Group's 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
a corresponding entry under the caption 'Other reserves'. An assessment of the investments in associated companies is performed annually, with the aim of detecting possible impairment situations.
When the Group's share of accumulated losses of an associated company 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, a situation when a provision is recorded under the caption 'Provisions for other liabilities and charges'.
Investments in associated companies are listed in note 4.
The financial statements of companies jointly controlled have been consolidated in the accompanying financial statements by the proportional method, since their acquisition date. According to this method, assets, liabilities, income and costs of these companies have been included into the accompanying consolidated financial statements, in the proportion attributable to the Group.
The excess of cost in relation to the fair value of identifiable assets and liabilities of the jointly controlled companies at the time of their acquisition was recorded as Goodwill (note 9). If the difference between cost and the fair value of the net assets and liabilities acquired is negative, it is recognised as income of the period, after reconfirmation of the fair value of the identifiable assets and liabilities.
The transactions, balances and dividends distributed among Group companies and jointly controlled companies are eliminated in the proportion attributable to the Group.
The classification of financial investments as jointly controlled is determined, among other things, on the Shareholders' Agreements that govern the jointly controlled companies.
A description of the companies jointly controlled is disclosed in note 3.
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 loss statement caption 'Depreciation and amortisation'.
Impairment losses detected in the realisation value of tangible assets are recorded in the year in which they arise, by a corresponding charge under the caption 'Depreciation and amortisation' in the profit and loss statement.
The annual depreciation rates used correspond to the estimated useful life of the assets, which are as follows:
| Years of useful life |
|
|---|---|
| Buildings | 50 |
| Other constructions | 10-20 |
| Networks | 10-40 |
| Other plant and machinery | 8-16 |
| Vehicles | 4 |
| Fixtures and fittings | 3-10 |
| Tools | 4-8 |
| Other tangible assets | 4-8 |
During the period ended at 30 June 2011, the Board of Directors of the Group proceeded with prospective effect to the revision of the estimated useful life of a set of assets related to the telecommunications networks and mobile telephones, based on evaluation reports produced by specialised independent agencies.
Current maintenance and repair costs of fixed 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 amortised in accordance with the estimated useful life of the corresponding assets.
Work in progress corresponds to fixed 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. Good conditions in terms of network coverage and / or necessary quality and technical reliability to ensure minimum services are examples of conditions evaluated 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 (excluding the one included in tangible assets – telecommunication sites' software), industrial property, costs incurred with the mobile network operator licenses (GSM and UMTS) and the fixed network operator licenses, as well as the costs incurred with the acquisition of customers' portfolios (value attributed under the purchase price allocation in business combinations).
Amortisations are calculated on a straight-line monthly basis, over the estimated useful life of the assets (one to six years), as from the month in which the corresponding expenses are incurred. Mobile and fixed network operator licenses are amortised over the estimated period for which they were granted, so, the UMTS license is being amortised until 2030. Additional license costs, namely the ones related to the commitments assumed by the Group under the UMTS license, regarding the contributions to the 'Information Society', are being amortised up to the estimated useful life of the license above indicated. The amortisation of the customer's portfolios is provided on a straight-line basis over the estimated average retention period of the customers (four to 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 statement under the caption 'Depreciation and amortisation'.
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 and associated companies 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 positive, are recorded under the caption 'Goodwill', and, when negative, after a reappreciation of its calculation, are recorded directly in the profit and loss statement. The Group will chose, on an acquisition-byacquisition 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 noncontrolling 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 its value are recorded as a change in the 'Goodwill', but only as long as they occur during the 'measurement period' (until 12 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 shareholders funds captions, and without giving rise to any additional 'Goodwill' and without any gain or loss 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.
Until 1 January 2004, 'Goodwill' was amortised over the estimated period of recovery of the investments, usually 10 years, and the annual amortisation was recorded in the profit and loss statement under the caption 'Depreciation and amortisation'. Since 1 January 2004 and in accordance with the IFRS 3 –'Business Combinations', the Group has ceased the amortisation of the 'Goodwill', subjecting them to impairment tests (paragraph x). Impairment losses of Goodwill are recorded in the profit and loss statement for the period under the caption 'Depreciation and amortisation'.
The Group classifies its financial instruments in the following categories: 'financial assets at fair value through profit or loss', 'loans and receivables', 'held-to-maturity investments', and 'available-for-sale financial assets'. The classification 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 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 captions 'Trade debtors' and 'Other current debtors' in the balance sheet.
Held-to-maturity investments are non-derivative financial assets with fixed or variable payments and with fixed maturities that the Group's management has the positive 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 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 value through profit or loss. The 'Financial assets at fair value through profit or loss' are initially 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.
'Available-for-sale financial assets' and 'Financial assets at fair value through profit or loss' are subsequently carried at fair value.
'Loans and receivables' and 'Held-to-maturity investments' are 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 arm's length transactions, reference to similar instruments, discounted cash flow analysis, and option pricing models refined to reflect the issuer's specific circumstances. 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.
Fixed 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 statement, in 'Cost of sales', since 1 January 2010. Until this date, were registered on 'Provisions and accumulated impairment losses'.
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 statement in heading 'Provisions and accumulated impairment losses'. Future reversals of impairment losses are recorded in the profit and loss statement under the caption 'Other operating revenues'.
Amounts included under the caption 'Cash and cash equivalents' correspond to amounts held in cash and term 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 classifies, under the caption 'Cash and cash equivalents', investments that mature in less than three months, for which the risk of change in value is insignificant. The caption 'Cash
and cash equivalents' in the cash flow statement also includes bank overdrafts, which are reflected in the balance sheet caption 'Short-term loans and other loans'.
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 and subsidiary companies, 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 the 'amortised cost'. Any 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.
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 interest rate swap 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 corresponding entry under the caption 'Hedging reserve' in Shareholders' funds.
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 2011, the Group did not have any derivative.
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 not 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.
'Income tax' expense represents the sum of the tax currently payable and deferred tax. Income tax is recognised in accordance with IAS 12 – 'Income Taxes'.
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 subsidiaries on which the Group holds at least 90% of their share capital, with its headquarters located in Portugal and subject to Corporate Income Tax (IRC). 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 year 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 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.
Whenever deferred taxes derive from assets or liabilities directly registered in Shareholders' funds, its recording is also made under the Shareholders' funds caption. In all other situations, deferred taxes are always recorded in the profit and loss statement.
Subsidies awarded to finance personnel training are recognised as income during the period in which the Group incurs the associated costs and are included in the profit and loss statement as a deduction to such costs.
Subsidies awarded to finance investments are recorded as deferred income and are included in the profit and loss statement under the caption 'Other operating revenues'. If subsidies awarded are used to finance investments in tangible assets, they are recorded in the profit and loss statement during the estimated useful life of the corresponding assets. If the subsidies awarded are used to finance other investments then they are recorded as the investment expenditure is incurred.
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 captions of 'Other non-current assets', 'Other current assets', 'Other non-current liabilities' and 'Other current liabilities' include expenses and income relating to the current period, where payment and receipt will occur in future periods, as well as payments and receipts in the current period but which relate to future periods. The latter shall be included by the corresponding amounts in the results of the periods that they relate to.
Revenue from telecommunications services is recognised in the period in which it occurs. Such services are invoiced on a monthly basis. Revenues not yet invoiced, from the last invoicing cycle to the end of the month, are estimated and recorded based on actual traffic. Differences between the estimated and actual amounts, which are usually not material, are recorded in the following period.
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 income related to pre-paid cards is recognised whenever the minutes are used. At the end of each period the minutes still to be used are estimated and the amount of income associated with those minutes is deferred.
Costs relating to customer loyalty programmes, under which points are awarded by the subsidiary Optimus – Comunicações, S.A., are calculated taking into consideration the probability of the redemption of the points, and are recognised, as a deduction to income, at the time the points are granted, by a corresponding entry under the caption 'Other current liabilities'.
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 captions 'Other financial expenses' and 'Other financial income'.
Dividends are recognised when the Shareholders' rights to 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 11 and 17).
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 Commercial law, share premiums follow the same requirements of 'Legal reserves', ie, 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 –'Share-based Payment', the responsibility related with the Medium Term Incentive Plans is registered under the heading of 'Reserves for Medium Term Incentive Plans', which are not distributable and which can not be used to absorb losses.
Hedging reserve reflects the changes in fair value of 'cashflow' hedges derivatives that are considered effective (note 1.o)) 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 IAS / IFRS. Therefore, at 30 June 2011, Sonaecom, SGPS, S.A., have reserves which by their nature are considered distributable, amounted around Euro 106 million.
Own shares are recorded as a deduction of Shareholders' funds. Gains or losses arising from the sale of own shares are recorded under the heading 'Other reserves'.
All assets and liabilities expressed in foreign currency were translated into euro using the exchange rates in force at the balance sheet date.
Favourable 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 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 differences are recorded under the Shareholders' funds caption 'Other reserves'.
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:
| 2011 | 2010 | |||
|---|---|---|---|---|
| 30 June | Average | 30 June | Average | |
| Pounds Sterling | 1.1080 | 1.1523 | 1.2233 | 1.1504 |
| Brazilian Real | 0.4425 | 0.4372 | 0.4529 | 0.4207 |
| American Dollar | 0.6919 | 0.7134 | 0.8149 | 0.7559 |
| Polish Zloti | 0.2506 | 0.2530 | 0.2411 | 0.2500 |
| Australian Dollar | 0.7416 | 0.7365 | 0.6943 | 0.6744 |
| Mexican Peso | 0.0589 | 0.0600 | 0.0636 | 0.0597 |
| Egyptian Pound | 0.1157 | 0.1168 | 0.1343 | 0.1344 |
| Malaysian Ringgit | 0.2292 | 0.2352 | 0.2517 | 0.2290 |
| Chilean Peso | 0.0015 | 0.0015 | 0.0015 | 0.0014 |
| Singapore Dollar | 0.5630 | 0.5667 | 0.5828 | 0.5412 |
| Swiss Franc | 0.8284 | 0.7883 | - | - |
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 'Depreciation and amortisation' in the case of fixed assets and goodwill, under the caption 'Other financial expenses' in the case of financial investments or under the caption 'Provisions and impairment losses', in relation to 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:
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, the recoverable amount, calculated in terms of value in use, is determined based on the most recent business plans duly approved by the Group's Board of Directors. 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 – 'Share-based Payments'.
Under IFRS 2, when the settlement of plans established by the Group involves the delivery of Sonaecom's own shares, the estimated responsibility is recorded, as a credit entry, under the caption 'Medium Term Incentive Plans Reserve', within the heading 'Shareholders' funds' and is charged as an expense under the caption 'Staff expenses' in the profit and loss 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 'elapsed' up to the respective accounting date.
When the responsibilities associated with any plan are covered by a hedging contract, ie, 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 under the balance sheet captions 'Other non-current liabilities' and 'Other current liabilities' by a corresponding entry under the profit and loss statement caption 'Staff expenses', for the cost relating to the vesting period that has 'elapsed' up to the 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 recorded under the balance sheet captions 'Other non-current liabilities' and 'Other current liabilities' by a corresponding entry under the profit and loss statement caption 'Staff expenses', for 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.
At 30 June 2011, all Sonaecom share plans were covered through the detention of own shares. The impacts associated to such plans as the Medium Term Incentive Plans are registered, in the balance sheet, under the caption 'Medium Term Incentive Plans Reserve'. The cost is recognised under the profit and loss statement caption 'Staff expenses'.
At 30 June 2011, the equity-settled plans to be liquidated through the delivery of shares of the parent company were covered by contracts with an external entity (with the exception of one plan whose contract was signed in July 2011) under which the acquisition price of those shares was fixed. Therefore, the responsibility associated to those plans is recorded based on that fixed price, proportionally to the period of time elapsed since the award date until the date of record, under the captions 'Other non-current liabilities' and 'Other
current liabilities'. The cost is recognised on the income statement under the caption 'Staff expenses'.
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 periods ended at 30 June 2011 and 2010, 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 –'Accounting Policies, Changes in Accounting Estimates and Errors', using a 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.
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. o)).
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, Chile, 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.
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.
Sonaecom's total debt is indexed to variable rates, exposing the total cost of debt to a high risk of volatility. The impact of this volatility on the Group results or on its Shareholders' 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 Group's consolidated results (particularly operational), and in this way partially offsetting the increase of financial costs ('natural hedge'); and (iv) the existence of 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 from the start of the transaction, the maximum cost of the debt, resulting from the hedging operation is known and limited, even in scenarios of extreme changes in market interest rates, so that the resulting rates are within the cost of the funds considered in the Group's business plan.
As all Sonaecom's borrowings (note 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 limited to highly rated financial institutions, being the Group's 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.
Sonaecom's Board of Directors approves the terms and 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, ie, 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, ie to minimise the probability of default in any reimbursement of application of funds; and (iii) Financial Efficiency, ie, 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 Group's exposure to credit risk is mainly associated with the accounts receivable related to current operational activities. The credit risk associated to financial operations is mitigated by the fact that the Group, in respect to telecommunications operators, 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 2011 and 2010, are as follows:
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2011 | 2010 | ||||||
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* |
| Parent company SONAECOM, S.G.P.S., S.A. ('Sonaecom') |
Maia | Management of shareholdings. | – | – | – | – | |
| Subsidiaries | |||||||
| Be Artis – Concepção, Construção e Gestão de Redes de Comunicações, S.A. ('Artis') |
Maia | Design, construction, management and exploitation of electronic communications networks and their equipment and infrastructure, management of technologic assets and rendering of related services. |
Sonaecom | 100% | 100% | 100% | 100% |
| Be Towering – Gestão de Torres de Telecomunicações, S.A. ('Be Towering') |
Maia | Implementation, installation and exploitation of towers and other sites for the instalment of telecommunications equipment. |
Optimus | 100% | 100% | 100% | 100% |
| Cape Technologies Limited ('Cape Technologies') | Dublin | Rendering of consultancy services in the area of information systems. |
We Do | 100% | 100% | 100% | 100% |
| Digitmarket – Sistemas de Informação, S.A. ('Digitmarket' – using the brand 'Bizdirect') |
Maia | Development of management platforms and Sonaecom SI 75.10% 75.10% commercialisation of products, services and information, with the internet as its main support. |
75.10% | 75.10% | |||
| Lugares Virtuais, S.A. ('Lugares Virtuais') |
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 | 100% | 100% | 100% | 100% |
| Mainroad – Serviços em Tecnologias de Informação, S.A. ('Mainroad') |
Maia | Rendering of consultancy services in IT areas. | Sonaecom SI | 100% | 100% | 100% | 100% |
| Miauger – Organização e Gestão de Leilões Electrónicos, S.A. ('Miauger') |
Maia | Organisation and management of electronic auctions of products and services on-line. |
Sonaecom | 100% | 100% | 100% | 100% |
| M3G – Edições Digitais, S.A. ('M3G') | Maia | Digital publishing, electronic publishing and production of Internet contents. |
Público | 100% | 100% | 100% | 100% |
| Optimus - Comunicações, S.A. ('Optimus') |
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. |
Sonaecom Sonae Telecom Sonaecom BV |
64.14% 35.86% - |
64.14% 35.86% - |
53.54% 35.86% 10.60% |
53.54% 35.86% 10.60% |
| Per-Mar – Sociedade de Construções, S.A. ('Per-Mar') | Maia | Purchase, sale, renting and operation of property and commercial establishments. |
Optimus | 100% | 100% | 100% | 100% |
| Praesidium Services Limited ('Praesidium Services') | Berkshire | Rendering of consultancy services in the area of information systems. |
We Do UK | 100% | 100% | 100% | 100% |
| PCJ - Público, Comunicação e Jornalismo, S.A. ('PCJ') (a) |
Maia | Editing, composition and publication of periodical and non-periodical material and the exploration of radio and TV stations and studios |
Sonaecom | 100% | 100% | – | – |
| Público – Comunicação Social, S.A. ('Público') | Oporto | Editing, composition and publication of periodical and non-periodical material. |
Sonaecom Sonaetelecom BV |
100% – |
100% – |
– 100% |
– 100% |
* Sonaecom effective participation
(a) Company established in December 2010
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2011 | 2010 | ||||||
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* |
| Saphety Level – Trusted Services, S.A. ('Saphety') | Maia | Rendering services, training, consultancy services in the area of communication, process and electronic certification of data; trade, development and representation of software. |
Sonaecom SI | 86.995% | 86.995% | 86.995% | 86.995% |
| Sonae com – Sistemas de Informação, S.G.P.S., S.A. ('Sonae com SI') |
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. |
Sonaecom SI | 100% | 100% | 100% | 100% |
| Sonaecom BV | Amsterdam | Management of shareholdings. | Sonaecom | 100% | 100% | 100% | 100% |
| Sonae Telecom, S.G.P.S., S.A. ('Sonae Telecom') | Maia | Management of shareholdings in the area of telecommunications. |
Sonaecom | 100% | 100% | 100% | 100% |
| Sonaetelecom BV | Amsterdam | Management of shareholdings. | Sonaecom | 100% | 100% | 100% | 100% |
| Sontária - Empreendimentos Imobiliários, S.A. ('Sontária') (b) |
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. |
Sonaecom | 100% | 100% | – | – |
| Tecnológica Telecomunicações, LTDA. ('Tecnológica') | Rio de Janeiro | Rendering of consultancy and technical assistance in the area of IT systemsand telecommunications |
We Do Brasil | 99.99% | 99.99% | 99.99% | 99.90% |
| We Do Consulting – Sistemas de Informação, S.A. ('We Do') |
Maia | Rendering of consultancy services in the area of information systems. |
Sonaecom SI | 100% | 100% | 100% | 100% |
| Wedo do Brasil Soluções Informáticas, Ltda. ('We Do Brasil') |
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% |
| We Do Poland Sp. Z.o.o. ('We Do Poland') | Posnan | Rendering of consultancy services in the area of information systems. |
Cape Technologies | 100% | 100% | 100% | 100% |
| We Do Technologies Americas, Inc ('We Do US') | Wilmington | Rendering of consultancy services in the area of information systems. |
Cape Technologies | 100% | 100% | 100% | 100% |
| We Do Technologies Australia PTY Limited ('We Do Asia') |
Sydney | Rendering of consultancy services in the area of information systems. |
Cape Technologies | 100% | 100% | 100% | 100% |
| We Do Technologies BV ('We Do BV') | Amsterdam | Management of shareholdings. | We Do | 100% | 100% | 100% | 100% |
| We Do Technologies BV – Malaysian Branch ('We Do Malásia') |
Kuala Lumpur | Rendering of consultancy services in the area of information systems. |
We Do BV | 100% | 100% | 100% | 100% |
| We Do Technologies Chile SpA ("We Do Chile") | Chile | Rendering of consultancy services in the area of information systems. |
We Do BV | 100% | 100% | 100% | 100% |
| We Do Technologies Egypt LLC ('We Do Egypt') | Cairo | Rendering of consultancy services in the area of | We Do BV | 90% | 90% | 90% | 90% |
| information systems. | Sonaecom BV | 5% | 5% | 5% | 5% | ||
| Sonaetelecom BV | 5% | 5% | 5% | 5% | |||
| We Do Technologies (UK) Limited ('We Do UK') | Berkshire | Management of shareholdings. | We Do | 100% | 100% | 100% | 100% |
| We Do Technologies Mexico, S de R.L. ('We Do Mexico') | Mexico City | Rendering of consultancy services in the area of | Sonaecom BV | 5% | 5% | 5% | 5% |
| We Do Technologies Panamá S.A. ("We Do Panamá") | Panamá City | information systems. Rendering of consultancy services in the area of |
We Do BV We Do BV |
95% 100% |
95% 100% |
95% 100% |
95% 100% |
| We Do Technologies Singapore PTE. LTD. ("We Do Singapura") |
Singapore | information systems. Rendering of consultancy services in the area of information systems. |
We Do BV | 100% | 100% | 100% | 100% |
* Sonaecom effective participation
(b) Company adquired in December 2010
All the above companies were included in the consolidation in accordance with the full consolidation method under the terms of IAS 27 – 'Consolidated and Separate Financial Statements' (majority of voting rights, through the ownership of shares in the companies).
At 30 June 2011 and 2010, the Group jointly controls and consolidates through the proportional method the following company:
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2011 | 2010 | ||||||
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* |
| Unipress – Centro Gráfico, Lda. ('Unipress') | V.N. Gaia | Trade and industry of graphic design and publishing. |
Público | 50% | 50% | 50% | 50% |
*Sonaecom effective participation
At 30 June 2011 and 2010, the main impacts arising from the consolidation by the proportional method of the above mentioned entity, are as follows (debit / (credit)):
| 2011 | 2010 | |
|---|---|---|
| Non-current assets | 2,355,981 | 2,959,352 |
| Current assets | 872,159 | 628,416 |
| Non-current liabilities | (2,187,838) | (2,739,880) |
| Current liabilities | (486,410) | (354,020) |
| Net result | (149,285) | (121,143) |
| Total revenues | (904,818) | (933,911) |
| Total costs | 755,533 | 812,768 |
At 30 June 2011 and 2010, this caption included an investment in an associated company, of which the head office, main activity, shareholder, percentage of share capital held and book value were as follows:
| Percentage of share capital held | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2011 | 2010 | Book value | |||||||
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* | 2011 | 2010 |
| Associated companies Sociedade Independente de Radiodifusão Sonora, S.A. ('S.I.R.S.' – using the brand name 'Rádio Nova') |
Oporto | Sound broadcasting. Radio station. |
Público | 45% | 45% | 45% | 45% | (a) | (a) |
| – | – |
*Sonaecom effective participation
(a) Investment recorded at a nil book value
The associated company was included in the consolidated financial statements in accordance with the equity method, as referred in note 1. b). It was not necessary to make any adjustments between the accounting policies of the associated company and the Group accounting policies, since there were no significant differences.
At 30 June 2011 and 2010, the assets, liabilities, total revenues and net results of the associated company were as follows:
| Company | Assets | Liabilities | Total revenues | Net results |
|---|---|---|---|---|
| 2011 | ||||
| Sociedade Independente de Radiodifusão Sonora, S.A. | 629,315 | 630,687 | 438,086 | 29,063 |
| 2010 | ||||
| Sociedade Independente de Radiodifusão Sonora, S.A. | 613,147 | 566,597 | 550,484 | 77,214 |
During the period ended at 30 June 2011, there are no changes in the Group.
During the period ended at 30 June 2010, the following constitutions occurred in the Group:
| Subsidiary | Subsidiary | Date | Share capital | Current % shareholding |
|---|---|---|---|---|
| 2010 | ||||
| We Do BV | SSI Espanã | Jan-10 | 3,010 EUR | 100.00% |
| We Do BV | We Do Singapore | Jan-10 | 1 SGD | 100.00% |
| We Do BV | We Do Panamá | Feb-10 | 1,000 USD | 100.00% |
| We Do BV | We Do Chile | Apr-10 | 500,000 CLP | 100.00% |
The movement in tangible assets and in the corresponding accumulated depreciation and impairment losses in the periods ended at 30 June 2011 and 2010 was as follows:
| 2011 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Land | Buildings and other constructions |
Plant and machinery |
Vehicles | Fixtures and fittings |
Tools | Other tangible assets |
Work in progress | Total | |
| Gross assets | |||||||||
| Balance at 31 December 2010 | 1,391,593 | 291,774,394 | 1,035,279,721 | 185,510 | 191,447,203 | 1,164,237 | 5,543,321 | 40,982,832 | 1,567,768,811 |
| Additions | – | 33,763 | 3,750,043 | – | 7,417,802 | 7,675 | – | 25,852,554 | 37,061,837 |
| Disposals | – | (215,400) | (42,322,068) | (515) | (3,180,707) | (4,192) | – | – | (45,722,882) |
| Transfers and write-offs | – | 5,180,050 | 32,272,465 | – | 1,537,851 | 2,631 | 22,052 | (43,359,743) | (4,344,694) |
| Balance at 30 June 2011 | 1,391,593 | 296,772,807 | 1,028,980,161 | 184,995 | 197,222,149 | 1,170,351 | 5,565,373 | 23,475,643 | 1,554,763,072 |
| Accumulated depreciation and impairment losses | |||||||||
| Balance at 31 December 2010 | – | 153,589,162 | 647,567,969 | 103,516 | 169,023,979 | 1,124,067 | 3,990,377 | – | 975,399,070 |
| Depreciation for the year | – | 6,131,721 | 26,915,895 | 16,437 | 8,874,825 | 8,014 | 378,505 | – | 42,325,397 |
| Disposals | – | (97,734) | (35,368,983) | (268) | (3,156,286) | (1,824) | – | – | (38,625,095) |
| Transfers and write-offs | – | (982,692) | (2,164,921) | – | (60,919) | (4,001) | – | – | (3,212,533) |
| Balance at 30 June 2011 | – | 158,640,457 | 636,949,960 | 119,685 | 174,681,599 | 1,126,256 | 4,368,882 | – | 975,886,839 |
| Net value | 1,391,593 | 138,132,350 | 392,030,201 | 65,310 | 22,540,550 | 44,095 | 1,196,491 | 23,475,643 | 578,876,233 |
| 2010 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Land | Buildings and other constructions |
Plant and machinery |
Vehicles | Fixtures and fittings |
Tools | Other tangible assets |
Work in progress | Total | |
| Gross assets | |||||||||
| Balance at 31 December 2009 | 1,391,593 | 269,275,732 | 955,961,416 | 331,913 | 172,948,905 | 1,192,268 | 5,302,033 | 99,788,542 | 1,506,192,402 |
| Additions | – | 190,830 | 2,580,905 | 49,341 | 7,759,551 | 122 | 79,092 | 28,999,703 | 39,659,544 |
| Disposals | – | (3,691) | (409,077) | (122,613) | (641,331) | – | – | – | (1,176,712) |
| Transfers and write-offs | – | 7,869,403 | 74,872,512 | – | 1,772,364 | 14,798 | 110,833 | (97,261,825) | (12,621,915) |
| Balance at 30 June 2010 | 1,391,593 | 277,332,274 | 1,033,005,756 | 258,641 | 181,839,489 | 1,207,188 | 5,491,958 | 31,526,420 | 1,532,053,319 |
| Accumulated depreciation and impairment losses | |||||||||
| Balance at 31 December 2009 | – | 141,241,132 | 627,788,784 | 100,943 | 148,814,944 | 1,151,389 | 3,675,719 | – | 922,772,911 |
| Depreciation for the year | – | 5,665,664 | 31,923,053 | 28,773 | 10,273,708 | 10,061 | 326,323 | – | 48,227,582 |
| Disposals | – | (44) | (302,317) | (25,434) | (419,392) | – | – | – | (747,187) |
| Transfers and write-offs | – | 32,254 | (5,854,879) | – | 836,960 | – | – | – | (4,985,665) |
| Balance at 30 June 2010 | – | 146,939,006 | 653,554,641 | 104,282 | 159,506,220 | 1,161,450 | 4,002,042 | – | 965,267,641 |
| Net value | 1,391,593 | 130,393,268 | 379,451,115 | 154,359 | 22,333,269 | 45,737 | 1,489,916 | 31,526,420 | 566,785,678 |
The additions that occurred during the period 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) and FTTH (Fibre-to-the-Home).
The acquisition cost of 'Tangible assets' held by the Group under finance lease contracts, amounted to Euro 30,541,539 and Euro 29,977,368 as of 30 June 2011 and 2010, and their net book value as of those dates amounted to Euro 17,050,119 and Euro 19,046,181, respectively.
At 30 June 2011, the heading 'Tangible assets' included an amount of Euro 21,4 million that relates 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.
At 30 June 2011the heading 'Tangible assets' does not include any asset pledged or given as a guarantee for loans obtained, except for the assets acquired under financial lease contracts.
During the period ended at 30 June 2011, the Board of Directors of the Group proceeded with prospective effect, to the revision of estimated useful life of a set of tangible assets and software, related to the mobile and fixed telecommunications networks and all assets related with the UMTS network, which were then recorded prospectively at 1 January 2011. This impact was that the depreciation in the period ended at 30 June 2011 was approximately Euro 4,8 million lower, than in the period ended at 30 June 2010.
The transfers of the period include the transfer for 'Intangible Assets' of a set of assets that were hitherto classified as 'Tangible assets in progress' (note 7).
'Tangible assets in progress' at 30 June 2011 and 2010 were made up as follows:
| 2011 | 2010 | |
|---|---|---|
| Development of mobile network | 19,866,126 | 8,270,519 |
| Development of fixed network | 1,375,613 | 21,883,797 |
| Information systems | 353,769 | 128,378 |
| Other projects in progress | 1,880,135 | 1,243,726 |
| 23,475,643 | 31,526,420 |
At 30 June 2011 and 2010, the amounts of commitments to third parties relating to investments to be made were as follows:
| 2011 | 2010 | |
|---|---|---|
| Network | 21,687,605 | 28,061,140 |
| Information systems | 1,541,826 | 3,948,744 |
| 23,229,431 | 32,009,884 |
In the periods ended at 30 June 2011 and 2010, the movement occurred in Intangible assets and in the corresponding accumulated amortization and impairment losses, was as follows:
| 2011 | ||||
|---|---|---|---|---|
| Brands and patents and other rights |
Software | Intangible assets in progress |
Total | |
| Gross assets | ||||
| Balance at 31 December 2010 | 310,619,467 | 264,381,328 | 16,085,854 | 591,086,649 |
| Additions | 2,520,689 | 644,859 | 8,558,855 | 11,724,403 |
| Disposals | – | (14,858) | – | (14,858) |
| Transfers and write-offs | (13,351) | 18,431,475 | (17,037,671) | 1,380,453 |
| Balance at 30 June 2011 | 313,126,805 | 283,442,804 | 7,607,038 | 604,176,647 |
| Accumulated amortisation and impairment losses | ||||
| Balance at 31 December 2010 | 106,547,783 | 211,641,924 | – | 318,189,707 |
| Amortisation for the year | 8,772,399 | 10,792,675 | – | 19,565,074 |
| Disposals | – | (2,077) | – | (2,077) |
| Transfers and write-offs | (479) | (80,546) | – | (81,025) |
| Balance at 30 June 2011 | 115,319,703 | 222,351,976 | – | 337,671,679 |
| Net value | 197,807,102 | 61,090,828 | 7,607,038 | 266,504,968 |
| 2010 | ||||
|---|---|---|---|---|
| Brands and patents and other rights |
Software | Intangible assets in progress |
Total | |
| Gross assets | ||||
| Balance at 31 December 2009 | 304,081,633 | 229,169,691 | 19,212,155 | 552,463,479 |
| Additions | 5,026,039 | 734,554 | 10,473,543 | 16,234,136 |
| Transfers and write-offs | 1,358 | 16,550,955 | (8,478,044) | 8,074,269 |
| Balance at 30 June 2010 | 309,109,030 | 246,455,200 | 21,207,654 | 576,771,884 |
| Accumulated amortisation and impairment losses | ||||
| Balance at 31 December 2009 | 86,606,233 | 192,163,071 | – | 278,769,304 |
| Amortisation for the year | 9,802,158 | 8,808,708 | – | 18,610,866 |
| Transfers and write-offs | 397 | 203,048 | – | 203,445 |
| Balance at 30 June 2010 | 96,408,788 | 201,174,827 | – | 297,583,615 |
| Net value | 212,700,242 | 45,280,373 | 21,207,654 | 279,188,269 |
Under the agreed terms resulting from the grant of the UMTS License, Optimus – Comunicações, S.A., committed to contribute to the promotion and development of an 'Information Society' in Portugal. The total amount of the obligations assumed 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 million, would be realised through own projects eligible as contributions to the 'Information Society' which will be incurred under the normal course of Optimus – Comunicações, S.A.'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. At 30 June 2011, the total amount was already incurred and validated by the above referred entities, so, at this date, there are no additional responsibilities related to these commitments. These charges were recorded in the attached financial statements at the moment the projects were carried out and the estimated costs became known.
The remaining commitments, up to Euro 116 million, will be realised, as agreed between Optimus – Comunicações S.A. and MOPTC, through contributions to the 'Iniciativas E' project (modem offers, discounts on tariffs, cash contributions, among others, assigned to the widespread use of broadband internet for students and teachers). These contributions are made through the 'Fund for the Information Society', now known as the 'Fundação para as Comunicações Móveis' (Foundation for Mobile Communications), established by the three mobile operators with businesses in Portugal. All responsibility is recognised as an additional cost of UMTS license, against an entry in the captions 'Other non-current liabilities' and 'Other current liabilities'. Thus, at 30 June 2011, all the responsibilities with such commitments are fully recorded in the attached consolidated financial statements.
At 30 June 2011, the caption 'Brands and patents and other rights' includes the amount of Euro 111,5 million that correspond at the present value of the estimate responsibility with 'Initiatives E' project, recorded in June 2008 and updated in September 2009.
At 30 June 2011 and 2010, the Group kept recorded under the heading 'Intangible assets' the amounts of Euro 186,457,179 and Euro 197,278,727, respectively, that correspond to the investments net of depreciations made in the development of the UMTS network, including: (i) Euro 58,505,618 (2010: Euro 61,505,906) related to the license; (ii) Euro 19,548,872 (2010: Euro 20,551,378) related to the agreement signed in 2002 between Oni Way and the other three mobile telecommunication operators with activity in Portugal; (iii) Euro 6,004,049 (2010: Euro 6,311,949) related to a contribution to the 'Fundação para as Comunicações Móveis'', established in 2007, under an agreement entered with 'MOPCT' and the three mobile telecommunication operators in Portugal; and (iv) Euro 97,399,887 (2010: Euro 101,566,127) related with the programme 'Initiatives E', these last two associated to the commitments assumed by the Group in relation to the 'Information Society'.
The intangible assets in progress, at 30 June 2011 and 2010, were mainly composed of software development.
The assessment of impairment for the main tangible and intangible assets, in the mobile and fixed segments, is carried out as described in note 9 ('Goodwill'), to the extent that such assets are closely related to the overall activity of the segment and consequently cannot be analysed separately.
Intangible and tangible assets include interest and other financial expenses incurred, directly related to the construction of certain items of work in progress.
At 30 June 2011 and 2010, the total gross of these expenses amounted to Euro 19,838,271 and Euro 19,120,620, respectively. The amounts capitalised in the periods ended at 30 June 2011 and 2010 were Euro 368,368 and Euro 609,549, respectively. An interest capitalisation rate of 1,48% was used in 2011(1,44% in 2010), which corresponds to the average interest rate supported by the Group.
At 30 June 2011 and 2010, the breakdown of financial instruments was as follows:
| 2011 | |||||
|---|---|---|---|---|---|
| Loans and receivables |
Investments available for sale |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non-current assets | |||||
| Investments available for sale | – | 212,323 | 212,323 | – | 212,323 |
| – | 212,323 | 212,323 | – | 212,323 | |
| Current assets | |||||
| Trade debtors | 109,522,499 | – | 109,522,499 | – | 109,522,499 |
| Other current debtors | 21,134,822 | – | 21,134,822 | 8,756,226 | 29,891,048 |
| Cash and cash equivalents | 126,142,027 | – | 126,142,027 | – | 126,142,027 |
| 256,799,348 | – | 256,799,348 | 8,756,226 | 265,555,574 |
| 2010 | |||||
|---|---|---|---|---|---|
| Loans and receivables |
Investments available for sale |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non-current assets | |||||
| Investments available for sale | – | 1,207,320 | 1,207,320 | – | 1,207,320 |
| – | 1,207,320 | 1,207,320 | – | 1,207,320 | |
| Current assets | |||||
| Trade debtors | 134,753,305 | – | 134,753,305 | – | 134,753,305 |
| Other current debtors | 18,984,068 | – | 18,984,068 | 4,668,844 | 23,652,912 |
| Cash and cash equivalents | 76,055,367 | – | 76,055,367 | – | 76,055,367 |
| 229,792,740 | – | 229,792,740 | 4,668,844 | 234,461,584 |
| 2011 | |||||
|---|---|---|---|---|---|
| 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 | 370,217,570 | – | 370,217,570 | – | 370,217,570 |
| Other non-current financial liabilities | – | 18,539,938 | 18,539,938 | – | 18,539,938 |
| Securitisation of receivables | 29,872,311 | – | 29,872,311 | – | 29,872,311 |
| 400,089,881 | 18,539,938 | 418,629,819 | – | 418,629,819 | |
| Current liabilities | |||||
| Short-term loans and other loans | 30,312,879 | – | 30,312,879 | – | 30,312,879 |
| Trade creditors | – | 143,666,705 | 143,666,705 | – | 143,666,705 |
| Other current financial liabilities | – | 2,147,888 | 2,147,888 | – | 2,147,888 |
| Securitisation of receivables | 19,729,485 | – | 19,729,485 | – | 19,729,485 |
| Other creditors | – | 2,491,613 | 2,491,613 | 19,548,067 | 22,039,680 |
| 50,042,364 | 148,306,206 | 198,348,570 | 19,548,067 | 217,896,637 |
| 2010 | |||||
|---|---|---|---|---|---|
| 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 | 319,837,263 | – | 319,837,263 | – | 319,837,263 |
| Other non-current financial liabilities | – | 19,780,701 | 19,780,701 | – | 19,780,701 |
| Securitisation of receivables | 49,579,898 | – | 49,579,898 | – | 49,579,898 |
| 369,417,161 | 19,780,701 | 389,197,862 | – | 389,197,862 | |
| Current liabilities | |||||
| Short-term loans and other loans | 26,501,633 | – | 26,501,633 | – | 26,501,633 |
| Trade creditors | – | 180,325,557 | 180,325,557 | – | 180,325,557 |
| Other current financial liabilities | – | 3,239,885 | 3,239,885 | – | 3,239,885 |
| Securitisation of receivables | 19,561,507 | – | 19,561,507 | – | 19,561,507 |
| Other creditors | – | 2,707,753 | 2,707,753 | 14,583,330 | 17,291,083 |
| 46,063,140 | 186,273,195 | 232,336,335 | 14,583,330 | 246,919,665 |
Considering the nature of the balances, the amounts to be paid and received to/from 'State and other public entities' were considered outside the scope of IFRS 7. Also, the captions of 'Other current assets' and 'Other current liabilities' were not included in this note, as the nature of such balances are not within the scope of IFRS 7.
For the periods ended at 30 June 2011 and 2010, the movements occurred in Goodwill were as follows:
| 2011 | 2010 | |
|---|---|---|
| Opening balance | 526,141,552 | 526,106,175 |
| Movements of the year | (53,203) | 96,222 |
| Closing balance | 526,088,349 | 526,202,397 |
For the periods ended at 30 June 2011 and 2010, the caption 'Movements of the year' includes, the exchange rate update of the Goodwill.
Goodwill at 30 June 2011 and 2010 was made up as follows:
| 2011 | 2010 | |
|---|---|---|
| Optimus | 485,092,375 | 485,092,375 |
| Público | 20,000,000 | 20,000,000 |
| Cape Technologies | 17,476,354 | 17,476,354 |
| We Do | 1,971,668 | 1,971,668 |
| Praesidium Services | 1,095,468 | 1,209,516 |
| Unipress | 321,698 | 321,698 |
| S.I.R.S. | 72,820 | 72,820 |
| Per-Mar | 47,253 | 47,253 |
| Be Towering | 10,713 | 10,713 |
| 526,088,349 | 526,202,397 |
The evaluation of the existence of impairment losses in Goodwill is made by taking into account the cash-generating units, based on the most recent business plans duly approved by the Group's Board of Directors, which are prepared attending to cash flow projections for periods of five years. 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 circa 3% and others considered more conservative. 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.
| Discount rate | |
|---|---|
| Telecommunications | 9.00% |
| Multimedia | 9.45% |
| Information Systems | 11.22% |
At 30 June 2011 and 2010, this caption included investments classified as available-for-sale and was made up as follows:
| % | 2011 | 2010 | |
|---|---|---|---|
| Lusa – Agência de Notícias de Portugal, S.A. | 1.38% | 197,344 | 197,344 |
| VISAPRESS - Gestão de Conteúdos dos Média, CRL | 10.00% | 5,000 | - |
| Others | - | 9,979 | 9,976 |
| Altitude, SGPS, S.A. | - | - | 1,000,000 |
| 212,323 | 1,207,320 |
During the periods ended at 30 June 2011 and 2010, the heading 'Investments available for sale' did not present any movements.
On last quarter of 2010, the Group sold the investment on Altitude, SGPS, S.A., and generated a capital gain of Euro 2,091,120.
At 30 June 2011, these investments correspond to shareholdings of immaterial amount, in unlisted 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 | Shareholders' funds |
Gross debt | Turnover | Operational results |
Net income | |
|---|---|---|---|---|---|---|
| Lusa – Agência de Notícias de Portugal, S.A. (1) | 18,603 | 8,624 | 5,017 | 19,213 | 1,093 | 654 |
| VISAPRESS - Gestão de Conteúdos dos Média, CRL (1) | 15 | 65 | 64 | - | (113) | (114) |
(1) Amounts expressed in thousands euro at 31 December 2010.
Deferred tax assets at 30 June 2011 and 2010, amounted to Euro 103,470,392 and Euro 114,817,601, respectively, and arose, mainly, from tax losses carried forward, temporary differences and from differences between the accounting and tax amount of some fixed assets.
The movements in deferred tax assets in the periods ended at 30 June 2011 and 2010 were as follows:
| 2011 | 2010 | |
|---|---|---|
| Opening balance | 109,587,224 | 121,894,677 |
| Impact on results: | ||
| Tax losses carried forward | (1,869,900) | 2,384,475 |
| Movements in provisions not accepted for tax purposes and tax benefits | 480,708 | 556,572 |
| Deferred tax assets not recorded in previous years | 4,499,324 | - |
| Temporary net differences between the tax and the accounting amount of certain fixed assets | (7,613,811) | (8,443,134) |
| Temporary differences arising from the securitisation of receivables (Optimus) | (1,610,000) | (1,610,000) |
| Sub-total effect on results | (6,113,679) | (7,112,087) |
| Others | (3,153) | 35,011 |
| Closing balance | 103,470,392 | 114,817,601 |
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 (note 18). 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. Until 30 June 2011, an amount of Euro 8,05 million was reversed corresponding to the reversal of the above referred temporary difference during the period.
Deferred taxes related to the IAS / IFRS 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 considered for tax purposes, linearly, for a period of five years between 2010 and 2014.
Deferred taxes related to the UMTS license refers to temporary differences related to the value of the UMTS license, of the subsidiary Optimus. 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 and the value recorded in the consolidated financial statements.
At 30 June 2011 and 2010, assessments of the deferred tax assets to be recognised were made. Potential 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 9.
The rate used at 30 June 2011 and 2010 to calculate the deferred tax assets relating to tax losses carried forward was 25%. The rate used to calculate other deferred tax assets was 26.5%. It wasn't 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.
In accordance with the tax returns and other information prepared by the companies that have registered deferred tax assets, the detail of such deferred tax assets, by nature, at 30 June 2011 was as follows:
| Companies included in the tax | Cape | Total | ||||
|---|---|---|---|---|---|---|
| Nature | group | Digitmarket | Technologies | We Do Brasil | Total | Sonaecom Group |
| Tax losses: | ||||||
| To be used until 2012 | 74,183 | – | – | – | – | 74,183 |
| To be used until 2013 | 126,771 | – | – | – | – | 126,771 |
| To be used until 2014 | – | – | – | – | – | – |
| To be used until 2015 | 6,709,177 | – | – | – | – | 6,709,177 |
| Unlimited utilisation | – | – | 134,506 | 482,775 | 617,281 | 617,281 |
| Tax losses | 6,910,131 | – | 134,506 | 482,775 | 617,281 | 7,527,412 |
| Tax provisions not accepted and other temporary differences | 24,295,139 | 35,354 | – | – | 35,354 | 24,330,493 |
| Tax benefits (SIFIDE) | 2,145,525 | – | – | – | – | 2,145,525 |
| Adjustments in the conversion to IAS/IFRS | 23,569,843 | 737 | – | (3,153) | (2,416) | 23,567,427 |
| Temporary differences arising from the securitisation of receivables | 8,050,000 | – | – | – | – | 8,050,000 |
| Differences between the tax and accounting amount | ||||||
| of certain fixed assets and others | 37,849,535 | – | – | – | – | 37,849,535 |
| Total | 102,820,173 | 36,091 | 134,506 | 479,622 | 650,219 | 103,470,392 |
At 30 June 2011 and 2010, 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:
| 2011 | 2010 | |
|---|---|---|
| Tax losses | 44,188,828 | 54,202,778 |
| Temporary differences (provisions not accepted for tax purposes and other temporary diferences) | 34,891,322 | 36,488,113 |
| Others | 16,285,117 | 16,733,032 |
| 95,365,267 | 107,423,923 |
At 30 June 2011 and 2010, tax losses for which deferred tax assets were not recognised have the following due dates:
| Due date | 2011 | 2010 |
|---|---|---|
| 2010 | – | 1,642,936 |
| 2011 | 2,068,426 | 11,768,247 |
| 2012 | 12,307,639 | 15,664,835 |
| 2013 | 13,849,849 | 15,056,971 |
| 2014 | 717,906 | 1,629,685 |
| 2015 | 6,395,816 | 3,382,934 |
| 2016 | 1,204,308 | 1,204,308 |
| 2017 | 1,772,700 | 1,771,661 |
| 2018 | 420,883 | 409,870 |
| 2019 | 1,460,177 | 158,580 |
| 2020 | 661,097 | – |
| 2021 | 32,323 | – |
| 2025 | 198,816 | – |
| Unlimited | 3,098,888 | 1,512,751 |
| 44,188,828 | 54,202,778 |
The years 2016 and following are applicable to the subsidiaries incorporated in countries in which the reporting period of tax losses is greater than four years.
The deferred tax liabilities at 30 June 2011 and 2010 amounting to Euro 780,991 and Euro 455,990, respectively, result mainly from consolidation adjustments and IAS/IFRS conversion adjustments.
The movements that occurred in deferred tax liabilities in the periods ended at 30 June 2011 and 2010 were as follows:
| 2011 | 2010 | |
|---|---|---|
| Opening balance | (786,549) | (106,929) |
| Impact on results: | ||
| Results of the period | – | (359,541) |
| Adjustments in the conversion to IAS / IFRS | (8,577) | 10,480 |
| Sub-total impact on results | (8,577) | (349,061) |
| Others | 14,135 | – |
| Closing balance | (780,992) | (455,990) |
The reconciliation between the earnings before taxes and the taxes recorded for the periods ended at 30 June 2011 and 2010 is as follows:
| 2011 | 2010 | |
|---|---|---|
| Earnings before taxes | 39,848,936 | 29,017,462 |
| Income tax rate (25%) | (9,962,234) | (7,254,366) |
| Deferred tax assets not recognised in the individual accounts and / or resulting from consolidation adjustments and other adjustments to taxable income |
(3,879,226) | (3,133,741) |
| Defered tax assets not recognised in previous years | 4,499,324 | - |
| Record of deferred tax liabilities | (8,577) | (349,061) |
| Temporary differences arising from the securitisation of receivables | 900,000 | 900,000 |
| Movements in provisions not accepted for tax purposes and tax benefits | 480,708 | 556,572 |
| Income taxation recorded in the year | (7,970,005) | (9,280,596) |
Portuguese Tax Authorities can review the income tax returns of the Company and of its subsidiaries with head office in Portugal 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 2007 (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 statements.
For the year ended 31 December 2010, the subsidiary Optimus was notified of the Report of Tax Inspection, where it considers that it is inappropriate the increase, when calculating the taxable profit for the year 2008, of the amount of Euro 100 million, with respect to initial price of future credits transferred to securitization. The Settlement Note, was receipt on April 2011, and Optimus will challenge that decision and is confidence of the Board of Directors of the Optimus and the Group that there are strong arguments to obtain a favorable decision for Optimus,. For this reason, Optimus kept the recording of deferred tax assets associated with this operation.
Supported by the Company's lawyers and Tax consultants, the Board of Directors believes that there are no liabilities not provisioned 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 2011.
At 30 June 2011 and 2010, the detail of cash and cash equivalents was as follows:
| 2011 | 2010 | |
|---|---|---|
| Cash | 272,172 | 183,928 |
| Bank deposits repayable on demand | 6,959,855 | 4,728,909 |
| Treasury applications | 118,910,000 | 71,142,530 |
| Cash and cash equivalents | 126,142,027 | 76,055,367 |
| Bank overdrafts | (2,127,831) | (22,233) |
| 124,014,196 | 76,033,134 |
| 2011 | 2010 | |
|---|---|---|
| Sonae Investments BV | 46,810,000 | 66,810,000 |
| Bank applications | 72,100,000 | 4,332,530 |
| 118,910,000 | 71,142,530 |
During the period ended at 30 June 2011, the above mentioned treasury applications bear interests at an average rate of 2.412% (2.10% in 2010).
At 30 June 2011 and 2010, the share capital of Sonaecom was comprised by 366,246,868 ordinary registered shares of 1 euro each. At those dates, the Shareholder structure was as follows:
| 2011 | 2010 | |||
|---|---|---|---|---|
| Number of shares | % | Number of shares | % | |
| Sontel BV | 194,063,119 | 52.99% | 183,374,470 | 50.07% |
| Atlas Service Belgium | 73,249,374 | 20.00% | 73,249,374 | 20.00% |
| Shares traded on the Portuguese Stock Exchange ('Free float') | 73,004,403 | 19.93% | 70,109,264 | 19.14% |
| Banco Comercial Português, S.A. (BCP) | 12,500,998 | 3.41% | 12,500,998 | 3.41% |
| Own shares | 9,045,200 | 2.47% | 8,264,325 | 2.26% |
| Santander Asset Management | 3,732,774 | 1.02% | 7,408,788 | 2.02% |
| Sonae SGPS | 650,000 | 0.18% | 838,649 | 0.23% |
| Efanor Investimentos, S.G.P.S., S.A. | 1,000 | 0.00% | 1,000 | 0.00% |
| Sonae Investments BV | – | – | 10,500,000 | 2.87% |
| 366,246,868 | 100.00% | 366,246,868 | 100.00% |
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 at 30 June 2011, Sonaecom delivered to its employees 1,764,157 own shares under its Medium Term Incentive Plan (972,184 own shares during the period ended at 30 June 2010).
Additionally, during the period, Sonaecom acquired 1,553,000 shares (at an average price of Euro 1.432), holding at 30 June 2011 9,045,200 own shares, representative of 2.47% of its share capital at the average acquisition cost of Euro 1.503.
At 30 June 2011 and 2010, the caption Loans had the following breakdown:
| Amount outstanding |
||||||
|---|---|---|---|---|---|---|
| Company | Issue denomination | Limit | Maturity | Type of reimbursement |
2011 | 2010 |
| Sonaecom | 'Obrigações Sonaecom SGPS 2005' | 150,000,000 | Jun-13 | Final | 150,000,000 | 150,000,000 |
| SGPS | 'Obrigações Sonaecom SGPS 2010' | 40,000,000 | Mar-15 | Final | 40,000,000 | 40,000,000 |
| 'Obrigações Sonaecom SGPS 2010' | 30,000,000 | Feb-13 | Final | 30,000,000 | 30,000,000 | |
| Costs associated with financing set-up | – | – | – | (1,545,828) | (2,221,078) | |
| Interests incurred but not yet due | – | – | – | 886,154 | 746,403 | |
| 219,340,326 | 218,525,325 | |||||
| Sonaecom | Commercial paper | 150,000,000 | Jul-12 | – | 149,950,000 | 100,500,000 |
| SGPS | Costs associated with financing set-up | – | – | – | (70,590) | (184,132) |
| Interests incurred but not yet due | – | – | – | 238,886 | 111,711 | |
| 150,118,296 | 100,427,579 | |||||
| Unipress | Bank loan | – | – | – | 367,286 | 494,600 |
| Saphety | Minority shareholder loans | – | – | – | 391,662 | 389,759 |
| 370,217,570 | 319,837,263 |
| Amount outstanding | ||||||
|---|---|---|---|---|---|---|
| Company | Issue denomination | Limit | Maturity | Type of reimbursement |
2011 | 2010 |
| Sonaecom | Commercial paper | 50,000,000 | Jan-11 | – | – | 21,450,000 |
| SGPS | Commercial paper | 30,000,000 | Apr-12 | – | – | 5,000,000 |
| Commercial paper | 15,000,000 | Jun-12 | – | 12,000,000 | – | |
| Commercial paper | 10,000,000 | Nov-11 | – | 10,000,000 | – | |
| Overdrafts facilities – CGD | – | – | – | 6,150,000 | – | |
| Interests incurred but not yet due | – | – | – | 35,048 | 29,400 | |
| 28,185,048 | 26,479,400 | |||||
| Sonaecom SGPS | Bank overdrafts (note 12) | 2,500,000 | – | – | 2,112,779 | – |
| Several | Bank overdrafts (note 12) | – | – | – | 15,052 | 22,233 |
| 2,127,831 | 22,233 | |||||
| 30,312,879 | 26,501,633 |
In June 2005, Sonaecom signed a Bond Loan, privately placed, amounting to Euro 150 million without guarantees and with a maturity of eight years. The bonds bear interest at floating rate, indexed to Euribor and paid semiannually. This issue was organised and mounted by Millennium BCP Investimento.
In February and March 2010, Sonaecom signed two other Bond Loan, both privately placed, in the amount of Euro 30 and 40 million, without guarantees and maturities of 3 and 5 years respectively. Both loans bear interest at floating rate indexed to Euribor, and paid semiannually. The issues were organised if mounted by, respectively, Banco Espirito Santo de Investimento and Caixa - Banco de Investimento. These bond issues were traded on Euronext Lisbon market.
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.
The average interest rate of the bond loans, in the period, was 2.513% (1.94% in 2010).
In July 2007, Sonaecom contracted a Commercial Paper Programme Issuance with a maximum amount of Euro 250 million with subscription grant and maturity of five years, organised by Banco Santander de Negócios Portugal and by Caixa – Banco de Investimento. According to the original terms, this programme was reduced to the amount of Euro 150 million in July 2010.
The placing underwriting consortium is composed by the following institutions: Banco Santander Totta, Caixa Geral de Depósitos, Banco BPI, Banco Bilbao Vizcaya Argentaria (Portugal), Banco Comercial Português and BNP Paribas (in Portugal).
Additionally, Sonaecom has four other Commercial Paper Programmes, with subscription guarantee, with the following characteristics:
| Amount | Hire date | Subscription guarantee | Maturity |
|---|---|---|---|
| Caja de Ahorros Y Monte de Piedad de Madrid (representation | |||
| Euro 30 million | April 2010 | in Portugal) and Banco BPI | one year, possibly renewable |
| Euro 15 million | June 2010 | Caixa Económica Montepio Geral | one year, possibly renewable |
| Euro 10 million | November 2010 | Banco Popular | one year, possibly renewable |
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.
Sonaecom has also bank credit lines for short term, in the form of current or overdraft account commitments, in the amount of Euro 19 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.
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.
At 30 June 2011 and 2010, 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):
| N+1 | N+2 | N+3 | N+4 | N+5 | |
|---|---|---|---|---|---|
| 2011 | |||||
| Bond loan: Reimbursements Interests |
– 6,322,700 |
180,000,000 5,821,422 |
– 1,402,400 |
40,000,000 1,029,707 |
– – |
| Commercial paper: | |||||
| Reimbursements | – | 149,950,000 | – | – | – |
| Interests | 2,344,000 | 199,079 | – | – | – |
| 8,666,700 | 335,970,501 | 1,402,400 | 41,029,707 | – | |
| 2010 | |||||
| Bond loan: Reimbursements Interests |
– 4,867,600 |
– 4,880,936 |
180,000,000 4,441,462 |
– 1,178,800 |
40,000,000 865,530 |
| Commercial paper: | |||||
| Reimbursements | – | – | 100,500,000 | – | – |
| Interests | 1,032,625 | 1,035,454 | 84,873 | – | – |
| 5,900,225 | 5,916,390 | 285,026,335 | 1,178,800 | 40,865,530 |
Although the maturity of commercial paper issuance is six months, the counterparties assumed the placement and the maintenance of those limits for a period of five years. As so, such liabilities are recorded in the medium and long term.
Minority Shareholder loan's have no maturity defined.
| Maturity | ||||||
|---|---|---|---|---|---|---|
| Amount | More than 12 | |||||
| Company | Credit | Limit | outstanding | Amount available | Until 12 months | months |
| 2011 | ||||||
| Sonaecom | Commercial paper | 150,000,000 | 149,950,000 | 50,000 | x | |
| Sonaecom | Commercial paper | 30,000,000 | - | 30,000,000 | x | |
| Sonaecom | Commercial paper | 15,000,000 | 12,000,000 | 3,000,000 | x | |
| Sonaecom | Commercial paper | 10,000,000 | 10,000,000 | - | x | |
| Sonaecom | Bond loan | 150,000,000 | 150,000,000 | - | x | |
| Sonaecom | Bond loan | 30,000,000 | 30,000,000 | - | x | |
| Sonaecom | Bond loan | 40,000,000 | 40,000,000 | - | x | |
| Sonaecom | Overdraft facilities | 16,500,000 | 6,150,000 | 10,350,000 | x | |
| Sonaecom | Authorised overdrafts | 2,500,000 | 2,112,779 | 387,221 | x | |
| 444,000,000 | 400,212,779 | 43,787,221 | ||||
| 2010 | ||||||
| Sonaecom | Commercial paper | 150,000,000 | 100,500,000 | 49,500,000 | x | |
| Sonaecom | Commercial paper | 100,000,000 | – | 100,000,000 | x | |
| Sonaecom | Commercial paper | 50,000,000 | 21,450,000 | 28,550,000 | x | |
| Sonaecom | Commercial paper | 30,000,000 | 5,000,000 | 25,000,000 | x | |
| Sonaecom | Commercial paper | 15,000,000 | – | 15,000,000 | x | |
| Sonaecom | Bond loan | 150,000,000 | 150,000,000 | – | x | |
| Sonaecom | Bond loan | 40,000,000 | 40,000,000 | – | x | |
| Sonaecom | Bond loan | 30,000,000 | 30,000,000 | – | x | |
| Sonaecom | Overdraft facilities | 16,500,000 | – | 16,500,000 | x | |
| Sonaecom | Overdraft facilities | 10,000,000 | – | 10,000,000 | x | |
| Público | Authorised overdrafts | 2,500,000 | – | 2,500,000 | x | |
| 594,000,000 | 346,950,000 | 247,050,000 |
At 30 June 2011 and 2010, there are no interest rate hedging instruments. Therefore the total gross debt is exposed to changes in the interest rates.
At 30 June 2011 and 2010, this caption was made up of accounts payable to fixed assets suppliers related to lease contracts which are due in more than one year in the amount of Euro 18,539,938 and Euro 19,780,701, respectively.
At 30 June 2011 and 2010, the payment of these amounts was due as follows:
| 2011 | 2010 | |||
|---|---|---|---|---|
| Lease payments | Present value of lease payments |
Lease payments | Present value of lease payments |
|
| 2010 | – | – | 3,445,714 | 2,315,206 |
| 2011 | 1,407,376 | 1,124,385 | 2,914,593 | 2,052,053 |
| 2012 | 3,181,201 | 2,318,153 | 2,910,799 | 2,076,147 |
| 2013 | 2,925,785 | 2,143,113 | 2,738,701 | 1,992,811 |
| 2014 onwards | 19,195,376 | 15,102,175 | 18,444,225 | 14,584,369 |
| 26,709,738 | 20,687,826 | 30,454,032 | 23,020,586 | |
| Interests | (6,021,912) | – | (7,433,446) | – |
| 20,687,826 | 20,687,826 | 23,020,586 | 23,020,586 | |
| Short-term liability (note 19) | – | (2,147,888) | – | (3,239,885) |
| 20,687,826 | 18,539,938 | 23,020,586 | 19,780,701 | |
The medium and long-term agreements made with suppliers of optical fibre network capacity, under which the Group has the right to use that network, which is considered as a specific asset, are recorded as finance leases in accordance with IAS 17 – 'Leases' and IFRIC 4 – 'Determining whether an arrangement contains a Lease'. These contracts have a 15 to 20 year maturity.
The movements in provisions and in accumulated impairment losses in the periods ended at 30 June 2011 and 2010 were as follows:
| Opening balance | Increases | Utilisations | Decreases | Closing balance | |
|---|---|---|---|---|---|
| 2011 | |||||
| Accumulated impairment losses on accounts receivables | 70,410,631 | 10,589,036 | (10,736,958) | (360,472) | 69,902,237 |
| Accumulated impairment losses on inventories | |||||
| 14,930,606 | 1,910,174 | (362,577) | – | 16,478,203 | |
| Provisions for other liabilities and charges | 33,150,028 | 1,383,356 | (291,106) | (43,173) | 34,199,105 |
| 118,491,265 | 13,882,566 | (11,390,641) | (403,645) | 120,579,545 | |
| 2010 | |||||
| Accumulated impairment losses on accounts receivables | 67,838,678 | 6,515,248 | (6,428,001) | (16,674) | 67,909,251 |
| Accumulated impairment losses on inventories | 12,690,082 | 1,200,000 | (35,000) | – | 13,855,082 |
| Provisions for other liabilities and charges | 32,175,824 | 821,241 | (12,177) | (320,425) | 32,664,463 |
| 112,704,584 | 8,536,489 | (6,475,178) | (337,099) | 114,428,796 |
The increase of 'Provisions for other liabilities and charges' includes the amount of Euro 42,199 (294,620 in 2010) related to the dismantling of sites, as foreseen in IAS 16 (note 1.d.)), and the amount of Euro 699,218 recorded in the profit and loss statement, under the caption 'Income taxation' (108,916 in 2010).
The reinforcement on 'Accumulated Impairment losses on Inventories' is recorded from on the profit and loss statement under the caption 'Cost of Sales' (Note 1.j). Therefore, the total amount recorded in the profit and loss statement corresponding to the increase in the heading 'Provisions and impairment losses', corresponds to Euro 11,230,975 (2010: Euro 6,932,953).
The heading 'Utilisations' refers, essentially, to the utilisation of provisions registered against entries in customers current accounts of the subsidiary Optimus – Comunicações S.A., fully subject to impairment losses already recognised in the profit and loss statement.
At 30 June 2011 and 2010, the breakdown of the provisions for other liabilities and charges is as follows:
| 2011 | 2010 | |
|---|---|---|
| Dismantling of sites | 22,771,281 | 22,503,341 |
| Several contingencies | 3,054,651 | 2,914,035 |
| Legal processes in progress | 2,869,033 | 2,747,534 |
| Indemnities | 798,268 | 611,747 |
| Others | 4,705,872 | 3,887,806 |
| 34,199,105 | 32,664,463 |
The heading 'Several contingencies' relates to contingent liabilities arising from transactions carried out in previous years and for which an outflow of funds is probable.
In relation to the provisions recorded in headings 'Legal processes in progress' and 'Others', 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.
On 30 December 2008, the subsidiary Optimus – Comunicação, S.A., carried out a securitisation operation of future receivables amounting to Euro 100 million (Euro 98,569,400, net of initial costs) following which it ceded future credits to be generated under a portfolio of existing 'Corporate' customer contracts, under the regime established in the Decreto-Lei nº 453/99 (Decree-Law), of 5 November (note 11).
This operation was coordinated by Deutsche Bank, the future credits having been assigned to TAGUS – Sociedade de Titularização de Créditos, S.A. (TAGUS), which, for this purpose, issued securitised bonds designated 'Magma No. 1 Securitisation Notes', that received from the CMVM (National Securities Market Commission) the legally required alphanumeric code: 200812TGSSONSXXN0031.
Future receivables in the necessary amounts required for TAGUS to perform the quarter interest and principal instalment payments due to bondholders, as well as all the other payments due to the other creditors of this transaction, shall be allocated by Optimus - Comunicação, S.A. throughout calendar years 2009/2013, up to a maximum of Euro 213,840,362. Under the terms of this transaction, the amount to be allocated in the next 12 months (Euro 19,729,485) was registered in current liabilities and the remainder, amounting to Euro 29,872,311, was registered in non-current liabilities.
The transaction did not determine any change in the accounting treatment of the underlying receivables or in the relationship established with the customers.
At 30 June 2011 and 2010, the amount recorded in 'Securitisation of receivables' has the following maturity:
| N+1 | N+2 | N+3 | N+4 | N+5 | Total | |
|---|---|---|---|---|---|---|
| 2011 | ||||||
| Securitisation of receivables | 19,729,485 | 19,875,031 | 9,997,280 | – | – | 49,601,796 |
| 2010 | ||||||
| Securitisation of receivables | 19,561,507 | 19,715,568 | 19,868,233 | 9,996,097 | – | 69,141,405 |
At 30 June 2011, this caption includes the amount of Euro 2,147,888 (2010: Euro 3,239,885) related to the short term portion of lease contracts (note 16).
'External supplies and services' for the periods ended at 30 June 2011 and 2010 had the following composition:
| 2011 | 2010 | |
|---|---|---|
| Interconnection costs | 90,890,947 | 104,302,579 |
| Specialised works | 25,438,923 | 29,040,608 |
| Commissions | 21,583,472 | 22,050,488 |
| Rents | 17,410,443 | 15,939,217 |
| Other subcontracts | 14,356,503 | 14,025,610 |
| Advertising and promotion | 13,619,805 | 13,300,430 |
| Leased lines | 10,037,662 | 11,087,673 |
| Energy | 5,143,899 | 5,217,391 |
| Maintenance and repairs | 3,153,035 | 3,230,853 |
| Communications | 2,836,450 | 2,861,182 |
| Travelling costs | 2,607,586 | 2,561,756 |
| Fees | 1,911,029 | 1,538,266 |
| Others | 9,750,499 | 11,762,527 |
| 218,740,252 | 236,918,580 |
The commitments assumed by the Group at 30 June 2011 and 2010 related to operational leases are as follows:
| 2011 | 2010 | |
|---|---|---|
| Minimum payments of operational leases: | ||
| 2010 | – | 26,162,515 |
| 2011 | 23,924,733 | 44,859,504 |
| 2012 | 44,135,038 | 41,796,024 |
| 2013 | 40,941,544 | 39,949,846 |
| 2014 | 38,736,463 | 34,992,496 |
| 2015 | 34,610,229 | 32,835,206 |
| 2016 | 32,542,418 | 31,314,362 |
| 2017 onwards | 32,783,232 | – |
| Renewable by periods of one year | 2,591,570 | 3,423,236 |
| 250,265,227 | 255,333,189 |
During the period ended at 30 June 2011, an amount of Euro 23,783,909 (2010: Euro 24,483,467) was recorded in the heading 'External supplies and services' related with operational leasing rents, divided between the lines 'Rents' and 'Leased lines'.
The rents associated to the rental of facilities are mainly justified by the lease, established in 2007, of the Sonaecom building in Lisbon which has a five year period with the possibility of annual renewal. The actualisation of the rents will occur at the end of the first contract cycle (after the first five years).
Net financial results for the periods ended at 30 June 2011 and 2010 were made up as follows:
| 2011 | 2010 | |
|---|---|---|
| Financial expenses: | ||
| Interest expenses: | (6,802,942) | (6,614,570) |
| Bank loans | (4,385,248) | (3,590,560) |
| Securitisation interests | (1,522,155) | (1,891,223) |
| Leasing | (506,913) | (496,207) |
| Other interests | (388,626) | (636,580) |
| Foreign exchange losses | (706,859) | (269,292) |
| Other financial expenses | (400,832) | (252,312) |
| (7,910,633) | (7,136,174) | |
| Financial income: | ||
| Interest income | 2,964,313 | 2,480,481 |
| Foreign exchange gains | 190,686 | 999,879 |
| Others financial gains | 2,874 | - |
| 3,157,873 | 3,480,360 |
During the periods ended at 30 June 2011 and 2010, the caption 'Financial income: Interest income' includes, mainly, interests earned on treasury applications and interests arising from late collections associated with cases in litigation.
Income taxes recognised during the periods ended at 30 June 2011 and 2010 were made up as follows ((costs) / gains):
| 2011 | 2010 | |
|---|---|---|
| Current tax | (1,174,196) | (1,710,532) |
| Tax provision net of reduction (note 17) | (673,554) | (108,916) |
| Deferred tax assets (note 11) | (6,113,679) | (7,112,087) |
| Deferred tax liabilities (note 11) | (8,577) | (349,061) |
| (7,970,005) | (9,280,596) |
During the periods ended at 30 June 2011 and 2010, the balances and transactions maintained with related parties were mainly associated with the normal operational activity of the Group (providing communications and consultancy services) 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 2011 and 2010 were as follows:
| Balances at 30 June 2011 | ||||
|---|---|---|---|---|
| Other assets / | ||||
| Accounts receivable | Accounts payable | Treasury applications | (liabilities) | |
| Sonae SGPS | 31,399 | 3,552 | – | 5,743 |
| Modelo Continente Hipermercados, S.A. | 1,149,423 | 1,731,878 | – | (415,586) |
| Worten | 3,085,559 | 548,505 | – | (540,765) |
| Sonaecenter II | 2,358,829 | 459,558 | – | 82,519 |
| Sonae Investments BV | – | – | 46,810,000 | 4,136 |
| France Telecom | – | 2,762,411 | – | (2,090,950) |
| 6,625,210 | 5,505,904 | 46,810,000 | (2,954,903) |
| Balances at 30 June 2010 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Accounts receivable | Accounts payable | Treasury applications | Other assets / (liabilities) |
||||||
| Sonae SGPS | 82,581 | 11,092 | – | (239,419) | |||||
| Modelo Continente Hipermercados, S.A. | 2,215,971 | 1,144,556 | – | (85,917) | |||||
| Worten | 3,016,038 | 2,203,031 | – | (920,479) | |||||
| Sonae Investments BV | – | – | 66,810,000 | 4,114 | |||||
| France Telecom | – | 5,098,311 | – | (1,431,342) | |||||
| 5,314,590 | 8,456,990 | 66,810,000 | (2,673,043) |
| Transactions at 30 June 2011 | ||||
|---|---|---|---|---|
| Sales and services rendered |
Supplies and services received |
Interest and similar income / (expense) |
Supplementary income |
|
| Sonae SGPS | 43,056 | 50,000 | (11,039) | – |
| Modelo Continente Hipermercados, S.A. | 1,255,806 | 1,002,472 | – | 125,402 |
| Worten | 1,456,378 | 1,318,370 | – | 3,810 |
| Sonaecenter II | 4,093,581 | 274,545 | – | – |
| Sonae Investments BV | – | – | 834,215 | – |
| France Telecom | 6,662,647 | 5,332,638 | – | – |
| 13,511,468 | 7,978,025 | 823,176 | 129,212 |
| Transactions at 30 June 2010 | ||||
|---|---|---|---|---|
| Sales and services rendered |
Supplies and services received |
Interest and similar income / (expense) |
Supplementary income |
|
| Sonae SGPS | 57,059 | (76,617) | 269,428 | – |
| Modelo Continente Hipermercados, S.A. | 2,646,511 | 442,041 | – | 111,479 |
| Worten | 1,370,982 | 1,199,190 | – | – |
| Sonae Investments BV | – | – | 977,619 | – |
| France Telecom | 6,504,559 | 6,290,299 | – | – |
| 10,579,111 | 7,854,913 | 1,247,047 | 111,479 |
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 2011 and 2010, no impairment losses referring to related entities were recognised.
A complete list of the Sonaecom Group's related parties is presented in the appendix to this report.
| Company | Beneficiary | Description | 2011 | 2010 |
|---|---|---|---|---|
| Optimus and Sonaecom | Direcção de Contribuições e Impostos (Portuguese tax authorities) |
VAT Reimbursements | 9,350,818 | 9,350,818 |
| Optimus | Direcção de Contribuições e Impostos (Portuguese tax authorities) |
IRC – Tax assessment | 1,711,220 | 1,801,117 |
| We Do | AD Makedonski, Digi Telecommunications, Emirates Telecom. Corp., Pak Telecom, Scotiabank De Costa Rica, Sirilanka Telecom and Telcel |
Completion of work to be done | 1,136,582 | 819,356 |
| Sonaecom | Direcção de Contribuições e Impostos (Portuguese tax authorities) |
Tax audit 2005 | 754,368 | 754,368 |
| Optimus and Público | Direcção de Contribuições e Impostos (Portuguese tax authorities) |
VAT – Impugnation process | 598,000 | 598,000 |
| We Do, Saphety and Digitmarket | IAPMEI (Institute of Support to Small and Medium Enterprises and Investment) |
'HERMES' project – QREN | 436,822 | 327,730 |
| Optimus | Direcção Geral do Tesouro (Portuguese tax authorities) |
IRC – Witholding tax on payments to non-residents |
307,348 | 431,954 |
| Optimus | Câmara Municipal de Coimbra, Lisboa, Braga, Elvas, Caldas da Rainha Guarda, Mealhada, Barcelos e Faro (Coimbra, Lisbon, Braga, Elvas, Caldas da Rainha, Guarda, Mealhada, Barcelos and Faro Municipalities) |
Performance bond – works | 287,702 | 256,821 |
| Público | Tribunal de Trabalho de Lisboa (Lisbon Labour Court) | Execution action n. 199A/92 | 271,511 | 271,511 |
| Optimus | Governo Civil de Lisboa (Lisbon Government Civil) | Guarantee the sweepstakes plan complete fulfilment |
– | 310,086 |
| Several | Others | 1,106,887 | 1,048,124 | |
| 15,961,258 | 15,969,885 |
In addition to these guarantees, there were set up two sureties for the current fiscal processes. The Sonae SGPS constituted a Sonaecom SGPS surety to the amount of Euro 2,830,506 and Sonaecom SGPS constituted a Optimus surety for the amount of Euro 9,264,393.
At 30 June 2011 and 2010, the Board of Directors of the Group believes that the decision of the court proceedings and ongoing tax assessments in progress will not have significant impacts on the consolidated financial statements.
The following business segments were identified for the periods ended at 30 June 2011 and 2010:
The segment 'Holding activities' includes the 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 2011 and 2010 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.
Overall information by business segment at 30 June 2011 and 2010, 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 | Other | Subtotal | Eliminations | Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 2011 | June 2010 | June 2011 | June 2010 | June 2011 | June 2010 | June 2011 | June 2010 | June 2011 | June 2010 | June 2011 | June 2010 | June 2011 | June 2010 | June 2011 | June 2010 | |
| Revenues: | ||||||||||||||||
| Sales and services | ||||||||||||||||
| rendered | 368,944,742 | 383,091,082 | 13,245,393 | 15,302,756 | 55,902,473 | 67,398,579 | 1,992,659 | 3,232,518 | 110,400 | 110,400 | 440,195,667 | 469,135,335 | (14,790,314) | (18,805,226) | 425,405,353 | 450,330,109 |
| Other operating | ||||||||||||||||
| revenues | 6,057,330 | 3,809,163 | 200,080 | 118,351 | 281,862 | 200,529 | 88,149 | 5,052 | - | - | 6,627,421 | 4,133,095 | (2,290,583) | (1,346,520) | 4,336,838 | 2,786,575 |
| Total revenues | 375,002,072 | 386,900,245 | 13,445,473 | 15,421,107 | 56,184,335 | 67,599,108 | 2,080,808 | 3,237,570 | 110,400 | 110,400 | 446,823,088 | 473,268,430 | (17,080,897) | (20,151,746) | 429,742,191 | 453,116,684 |
| Depreciation and | ||||||||||||||||
| amortisation | (59,149,186) | (64,442,376) | (605,500) | (740,762) | (2,485,009) | (2,072,145) | (38,260) | (58,814) | (15,335) | (14,881) | (62,293,290) | (67,328,978) | 402,819 | 490,530 | (61,890,471) | (66,838,448) |
| Net operating | ||||||||||||||||
| income / (loss) for | ||||||||||||||||
| the segment | 46,049,514 | 32,539,853 | (1,892,664) | (1,045,639) | 871,607 | 1,850,116 | (552,341) | (700,709) | 37,550 | 57,027 | 44,513,666 | 32,700,648 | 88,030 | (27,372) | 44,601,696 | 32,673,276 |
| Net interests | (6,338,710) | (4,218,997) | (111,464) | (46,139) | (412,181) | (174,080) | 3,362,887 | 531,364 | (29,237) | (11,089) | (3,528,705) | (3,918,941) | (309,924) | (215,147) | (3,838,629) | (4,134,088) |
| Other financial | ||||||||||||||||
| results | (31,674) | (291,693) | (3,824) | (4,899) | (709,404) | 854,224 | 2,017,236 | (7,908,418) | (40) | (40) | 1,272,294 | (7,350,826) | (2,186,425) | 7,829,100 | (914,131) | 478,274 |
| Income taxation | (6,035,946) | (8,078,259) | 607,945 | 27,012 | (713,336) | (1,134,349) | (1,867,924) | (155,607) | (3,851) | (10,721) | (8,013,112) | (9,351,924) | 43,107 | 71,328 | (7,970,005) | (9,280,596) |
| Consolidated net | ||||||||||||||||
| income / (loss) for the year |
19,950,904 | (1,069,665) | 1,395,911 | (8,233,370) | 35,177 | 12,078,957 | 7,657,909 | 19,736,866 | ||||||||
| 33,643,184 | (1,400,007) | (963,314) | 2,959,858 | 4,422 | 34,244,143 | (2,365,212) | 31,878,931 | |||||||||
| Attributable to: | ||||||||||||||||
| Shareholders of parent company |
19,950,904 | (1,069,665) | 1,289,134 | (8,233,370) | 35,177 | 11,972,180 | 7,661,415 | 19,633,595 | ||||||||
| Non-controlling | 33,643,184 | (1,400,007) | (932,895) | 2,959,858 | 4,422 | 34,274,562 | (2,386,133) | 31,888,429 | ||||||||
| interests | - | - | - | - | (30,419) | 106,777 | - | - | - | - | (30,419) | 106,777 | 20,921 | (3,506) | (9,498) | 103,271 |
| Assets: | ||||||||||||||||
| Tangible and | ||||||||||||||||
| intangible assets | ||||||||||||||||
| and goodwill | 840,824,595 | 839,981,752 | 4,031,973 | 5,028,825 | 68,808,498 | 68,400,471 | 398,787 | 486,887 | 3,075 | 1,584,870 | 914,066,928 | 915,482,805 | 457,402,622 | 456,693,539 | 1,371,469,550 | 1,372,176,344 |
| Inventories | 19,551,613 | 24,570,219 | 758,776 | 564,647 | 34,153 | 1,424,097 | - | -- | - | - | 20,344,542 | 26,558,963 | - | - | 20,344,542 | 26,558,963 |
| Financial | ||||||||||||||||
| investments | 1,282,025 | 1,282,025 | 441,509 | 436,509 | 2,494 | 907,494 | 1,134,606,802 | 1,125,347,238 | - | - | 1,136,332,830 | 1,127,973,266 | (1,136,120,507) | (1,126,765,946) | 212,323 | 1,207,320 |
| Other non | ||||||||||||||||
| current assets | 105,547,800 | 114,690,876 | - | 60,992 | 1,457,999 | 899,358 | 520,775,752 | 402,604,873 | 1,554,812 | - | 629,336,363 | 518,256,099 | (525,585,770) | (403,307,793) | 103,750,593 | 114,948,306 |
| Other current | ||||||||||||||||
| assets of the | ||||||||||||||||
| segment | 284,437,678 | 260,978,178 | 9,651,898 | 9,439,240 | 48,139,333 | 51,070,176 | 77,388,863 | 77,922,738 | 88,638 | 75,191 | 419,706,410 | 399,485,523 | (79,971,925) | (93,872,389) | 339,734,485 | 305,613,134 |
| 1,251,643,711 | 1,241,503,050 | 14,884,156 | 15,530,213 | 118,442,477 | 122,701,596 | 1,733,170,204 | 1,606,361,736 | 1,646,525 | 1,660,061 | 3,119,787,073 | 2,987,756,656 | (1,284,275,580) | (1,167,252,589) | 1,835,511,493 | 1,820,504,067 | |
| Liabilities: | ||||||||||||||||
| Liabilities of the | ||||||||||||||||
| segment | 746,508,735 | 757,172,940 | 19,885,175 | 15,997,347 | 65,172,025 | 70,109,731 | 464,732,427 | 416,068,201 | 1,486,671 | 1,476,747 | 1,297,785,033 | 1,260,824,966 | (451,649,125) | (393,830,939) | 846,135,908 | 866,994,027 |
| 746,508,735 | 757,172,940 | 19,885,175 | 15,997,347 | 65,172,025 | 70,109,731 | 464,732,427 | 416,068,201 | 1,486,671 | 1,476,747 | 1,297,785,033 | 1,260,824,966 | (451,649,125) | (393,830,939) | 846,135,908 | 866,994,027 | |
| CAPEX | 41,298,869 | 50,098,745 | 303,413 | 259,984 | 1,836,677 | 6,493,466 | 166,690,000 | 4,001,210 | 3,381 | 25,046 | 210,132,340 | 60,878,451 | (167,285,778) | (4,984,771) | 42,846,562 | 55,893,680 |
Despite the merger that occurred in 2007 between the mobile and fixed telecommunications businesses, for some headings of the balance sheet and of the profit and loss statement, the Board of Directors of the Group decided to maintain a separate analysis of the business as follows:
| Mobile network | Fixed network and internet | Eliminations | Telecommunications | |||||
|---|---|---|---|---|---|---|---|---|
| June 2011 | June 2010 | June 2011 | June 2010 | June 2011 | June 2010 | June 2011 | June 2010 | |
| Income: | ||||||||
| Sales and services rendered | 280,327,708 | 288,074,128 | 106,916,602 | 120,256,974 | (18,299,568) | (25,240,020) | 368,944,742 | 383,091,082 |
| Other operating revenues | 17,000,743 | 16,586,132 | 398,024 | 582,430 | (11,341,437) | (13,359,399) | 6,057,330 | 3,809,163 |
| Total revenues | 297,328,451 | 304,660,260 | 107,314,626 | 120,839,404 | (29,641,005) | (38,599,419) | 375,002,072 | 386,900,245 |
| Depreciation and amortisation | (44,309,821) | (47,289,264) | (14,759,484) | (17,073,231) | (79,881) | (79,881) | (59,149,186) | (64,442,376) |
| Operational results of the segments | 56,539,742 | 47,063,293 | (10,435,562) | (14,479,078) | (54,666) | (44,362) | 46,049,514 | 32,539,853 |
| Assets: | ||||||||
| Tangible assets and goodwill | 691,811,648 | 658,527,667 | 149,012,947 | 181,454,085 | – | – | 840,824,595 | 839,981,752 |
| Inventories | 18,330,972 | 20,849,489 | 1,220,641 | 3,720,730 | – | – | 19,551,613 | 24,570,219 |
| Financial investments | 1,282,025 | 1,282,025 | – | – | – | – | 1,282,025 | 1,282,025 |
| CAPEX | 31,062,562 | 37,913,369 | 10,079,817 | 12,185,376 | 156,490 | – | 41,298,869 | 50,098,745 |
During the periods ended at 30 June 2011 and 2010, the inter-segments sales and services were as follows:
| Telecommunications | Multimedia | Information Systems |
Holding Activities | Others | |
|---|---|---|---|---|---|
| 2011 | |||||
| Telecommunications | - | - | 11,249,171 | 1,729,866 | 110,400 |
| Multimedia | 652,858 | - | 35,374 | 86,127 | - |
| Information Systems | 683,059 | 36,635 | - | 176,666 | - |
| Holding Activities | 26,636 | 1,800 | 1,018 | - | - |
| Sonaecom others | 704 | - | - | - | - |
| Others | 367,581,485 | 13,206,958 | 44,616,910 | - | - |
| 368,944,742 | 13,245,393 | 55,902,473 | 1,992,659 | 110,400 | |
| 2010 | |||||
| Telecommunications | - | 38,396 | 14,053,123 | 3,061,103 | 110,400 |
| Multimedia | 673,879 | - | 97,295 | 71,892 | - |
| Information Systems | 507,409 | 31,082 | - | 96,124 | - |
| Holding Activities | 32,553 | 1,800 | 28,697 | - | - |
| Sonaecom others | 704 | - | - | 769 | - |
| Others | 381,876,537 | 15,231,478 | 53,219,464 | 2,630 | - |
| 383,091,082 | 15,302,756 | 67,398,579 | 3,232,518 | 110,400 |
Earnings per share, basic and diluted, are calculated by dividing the consolidated net income attributable to the Group (Euro 31,888,429 in 2011 and Euro 19,633,595 in 2010) by the average number of shares outstanding during the periods ended at 30 June 2011 and 2010, net of own shares (357,124,479 in 2011 and 358,252,280 in 2010).
In June 2000, Sonaecom Group created a discretionary Medium Term Incentive Plan, for more senior employees, based on Sonaecom options and shares and Sonae S.G.P.S., S.A. shares. The vesting occurs three years after the award of each plan, assuming that the employees are still employed in the Group.
| Vesting period | 30 June 2011 | |||||
|---|---|---|---|---|---|---|
| Share price at award date* |
Award date | Vesting date | Aggregate number of participations |
Number of options / shares |
||
| Sonaecom shares | ||||||
| 2007 Plan | 2.447 | 10 Mar 2008 | 09 Mar 2011 | - | - | |
| 2008 Plan | 1.117 | 10 Mar 2009 | 09 Mar 2012 | 387 | 3,481,669 | |
| 2009 Plan | 1.685 | 10 Mar 2010 | 08 Mar 2013 | 397 | 2,492,435 | |
| 2010 Plan | 1.399 | 10 Mar 2011 | 10 Mar 2014 | 387 | 2,925,188 | |
| Sonae SGPS shares | ||||||
| 2007 Plan | 1.160 | 10 Mar 2008 | 09 Mar 2011 | - | - | |
| 2008 Plan | 0.526 | 10 Mar 2009 | 09 Mar 2012 | 4 | 405,776 | |
| 2009 Plan | 0.761 | 10 Mar 2010 | 08 Mar 2013 | 4 | 314,954 | |
| 2010 Plan | 0.811 | 10 Mar 2011 | 10 Mar 2014 | 8 | 379,903 |
*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.
| Sonaecom shares | Sonae SGPS shares | |||
|---|---|---|---|---|
| Aggregate number of participations |
Number of shares | Aggregate number of participations |
Number of shares | |
| Outstanding at 31 December 2010: | ||||
| Unvested | 1,176 | 7,576,178 | 12 | 877,623 |
| Total | 1,176 | 7,576,178 | 12 | 877,623 |
| Movements in the year: | ||||
| Awarded | 387 | 2,831,801 | 8 | 364,438 |
| Vested | (376) | (1,750,550) | (4) | (186,234) |
| Cancelled / elapsed(1) | (16) | 241,863 | - | 44,806 |
| Outstanding at 30 June 2011: | ||||
| Unvested | 1,171 | 8,899,292 | 16 | 1,100,633 |
| Total | 1,171 | 8,899,292 | 16 | 1,100,633 |
(1) 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 discount.
For Sonaecom's share plans, the total responsibility is calculated taking into consideration the share price at award date of each plan. The responsibility for the mentioned plans is Euro 5,196,842 and was recorded under the heading 'Medium Term Incentive Plans Reserve'. For the Sonae SGPS share plans, the Group entered into hedging contracts with external entities and the liabilities are calculated based on the prices agreed in those contracts, with the exception of the plans attributed in 2011, which was hedged only on July 2011and which responsibility is calculated based on the share price at balance sheet date. The responsibility of these plans is recorded under the headings of 'Other current liabilities' and 'Other non-current liabilities'.
Share plan 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 2011, were as follows:
| Amount | |
|---|---|
| Costs recognised in previous years | 26,916,525 |
| Costs recognised in the year | 2,116,972 |
| Costs of plans vested in previous year | (21,445,373) |
| Costs of plans vested in the year | (1,868,571) |
| Total cost of the plans | 5,719,553 |
| Recorded in 'Other current liabilities' | 56,211 |
| Recorded in 'Other non-current liabilities' | 466,500 |
| Recorded in reserves | 5,196,842 |
At 31 December 2010, accounts receivable from customers and accounts payable to suppliers include Euro 37,139,253 and Euro 29,913,608, respectively, as well the captions 'Other current assets' and 'Other current liabilities' include Euro 411,649 and Euro 6,817,553, respectively, resulting from a dispute between the subsidiary Optimus – Comunicação, S.A. and, essentially, the operator TMN – Telecomunicações Móveis Nacionais, S.A., in relation to the vagueness of interconnection tariffs, recorded in the year ended 31 December 2001. The Group has considered the most penalising tariffs in their consolidated financial statements. In the lower court, the decision was favourable to Optimus. The 'Tribunal da Relação' (Court of Appeal), on appeal, rejected the intentions of TMN. However, TMN again appealed to the 'Supremo Tribunal de Justiça' (Supreme Court), for final and permanent decision, who upheld the decision of 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.
These consolidated financial statements were approved by the Board of Directors on 22 July 2011.
These financial statements are a translation of financial statements originally issued in Portuguese in accordance 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 in other countries. In the event of discrepancies, the Portuguese language version prevails.
| Key management personnel - Sonaecom | |||||
|---|---|---|---|---|---|
| Ana Cristina Dinis da Silva Fanha Vicente Soares | Gervais Gilles Pellissier | ||||
| Ana Paula Garrido Pina Marques | Jean-François René Pontal | ||||
| Ângelo Gabriel Ribeirinho dos Santos Paupério | José Manuel Pinto Correia | ||||
| António Bernardo Aranha da Gama Lobo Xavier | Manuel Antonio Neto Portugal Ramalho Eanes | ||||
| António de Sampaio e Mello | Maria Cláudia Teixeira de Azevedo | ||||
| David Charles Denholm Hobley | Miguel Nuno Santos Almeida | ||||
| David Graham Shenton Bain | Nuno Manuel Moniz Trigoso Jordão | ||||
| David Pedro Oliveira Parente Ferreira Alves | Paulo Joaquim dos Santos Plácido | ||||
| Duarte Paulo Teixeira de Azevedo | Pedro Rafael de Sousa Nunes Pedro | ||||
| Franck Emmanuel Dangeard | Rui José Silva Goncalves Paiva |
| Key management personnel - Sonae SGPS | |||||
|---|---|---|---|---|---|
| Álvaro Carmona e Costa Portela | Luís Filipe Palmeira Lampreia | ||||
| Álvaro Cuervo Garcia | Michel Marie Bon | ||||
| Belmiro de Azevedo | Nuno Miguel Teixeira Azevedo |
| Sonae/Efanor Group Companies | |||||
|---|---|---|---|---|---|
| 3DO Holding GmbH | Avenida M – 40, S.A. | ||||
| 3DO Shopping Centre GmbH | Azulino Imobiliária, S.A. | ||||
| 3shoppings – Holding,SGPS, S.A. | BA Business Angels, SGPS, SA | ||||
| 8ª Avenida Centro Comercial, SA | BA Capital, SGPS, SA | ||||
| ADD Avaliações Engenharia de Avaliações e Perícias Ltda | BB Food Service, S.A. | ||||
| ADDmakler Administração e Corretagem de Seguros Ltda | Beralands BV | ||||
| ADDmakler Administradora, Corretora de Seguros Partic. Ltda | Bertimóvel – Sociedade Imobiliária, S.A. | ||||
| Adlands B.V. | BHW Beeskow Holzwerkstoffe | ||||
| Aegean Park, S.A. | Bloco Q – Sociedade Imobiliária, S.A. | ||||
| Agepan Eiweiler Management GmbH | Bloco W – Sociedade Imobiliária, S.A. | ||||
| Agepan Flooring Products, S.A.RL | Boavista Shopping Centre BV | ||||
| Agloma Investimentos, Sgps, S.A. | BOM MOMENTO – Comércio Retalhista, SA | ||||
| Agloma-Soc.Ind.Madeiras e Aglom., S.A. | Canasta – Empreendimentos Imobiliários, S.A. | ||||
| Águas Furtadas Sociedade Agrícola, SA | Carnes do Continente – Ind.Distr.Carnes, S.A. | ||||
| Airone – Shopping Center, Srl | Casa Agrícola de Ambrães, S.A. | ||||
| ALBCC Albufeirashopping C.Comercial SA | Casa da Ribeira – Hotelaria e Turismo, S.A. | ||||
| ALEXA Administration GmbH | Cascaishopping – Centro Comercial, S.A. | ||||
| ALEXA Asset GmbH & Co KG | Cascaishopping Holding I, SGPS, S.A. | ||||
| ALEXA Holding GmbH | CCCB Caldas da Rainha - Centro Comercial,SA | ||||
| ALEXA Shopping Centre GmbH | Centro Colombo – Centro Comercial, S.A. | ||||
| Algarveshopping – Centro Comercial, S.A. | Centro Residencial da Maia,Urban., S.A. | ||||
| Alpêssego – Soc. Agrícola, S.A | Centro Vasco da Gama – Centro Comercial, S.A. | ||||
| Andar – Sociedade Imobiliária, S.A. | Change, SGPS, S.A. | ||||
| Aqualuz – Turismo e Lazer, Lda | Chão Verde – Soc.Gestora Imobiliária, S.A. | ||||
| Arat inmebles, S.A. | Cia.de Industrias e Negócios, S.A. | ||||
| ARP Alverca Retail Park,SA | Cinclus Imobiliária, S.A. | ||||
| Arrábidashopping – Centro Comercial, S.A. | Citorres – Sociedade Imobiliária, S.A. | ||||
| Aserraderos de Cuellar, S.A. | Coimbrashopping – Centro Comercial, S.A. | ||||
| Atlantic Ferries – Tráf.Loc,Flu.e Marít, S.A. | Colombo Towers Holding, BV | ||||
| Avenida M – 40 B.V. | Contacto Concessões, SGPS, S.A. |
Contibomba – Comérc.Distr.Combustiveis, S.A. Gli Orsi Shopping Centre 1 Srl Contimobe – Imobil.Castelo Paiva, S.A. Glunz AG Continente Hipermercados, S.A. Glunz Service GmbH Contry Club da Maia-Imobiliaria, S.A. Glunz UK Holdings Ltd Cooper Gay Swett & Crawford Lt Glunz Uka Gmbh Craiova Mall BV GMET, ACE Cronosaúde – Gestão Hospitalar, S.A. Golf Time – Golfe e Invest. Turísticos, S.A. Cumulativa – Sociedade Imobiliária, S.A. Guimarãeshopping – Centro Comercial, S.A. Darbo S.A.S Harvey Dos Iberica, S.L. Discovery Sports, SA Iberian Assets, S.A. Dortmund Tower GmbH Igimo – Sociedade Imobiliária, S.A. Dos Mares – Shopping Centre B.V. Iginha – Sociedade Imobiliária, S.A. Dos Mares – Shopping Centre, S.A. Imoareia – Invest. Turísticos, SGPS, S.A. Ecociclo – Energia e Ambiente, S.A. Imobiliária da Cacela, S.A. Ecociclo II Imoclub – Serviços Imobilários, S.A. Edições Book.it, S.A. Imoconti – Soc.Imobiliária, S.A. Edificios Saudáveis Consultores, S.A. Imodivor – Sociedade Imobiliária, S.A. Efanor Investimentos, SGPS, S.A. Imoestrutura – Soc.Imobiliária, S.A. Efanor Serviços de Apoio à Gestão, S.A. Imoferro – Soc.Imobiliária, S.A. El Rosal Shopping, S.A. Imohotel – Emp.Turist.Imobiliários, S.A. Emfísico Boavista Imomuro – Sociedade Imobiliária, S.A. Empreend.Imob.Quinta da Azenha, S.A. Imopenínsula – Sociedade Imobiliária, S.A. Equador & Mendes, Lda Imoplamac Gestão de Imóveis, S.A. Espimaia – Sociedade Imobiliária, S.A. Imoponte – Soc.Imobiliaria, S.A. Estação Viana – Centro Comercial, S.A. Imoresort – Sociedade Imobiliária, S.A. Estêvão Neves – Hipermercados Madeira, S.A. Imoresultado – Soc.Imobiliaria, S.A. Euromegantic, Lteé Imosedas – Imobiliária e Seviços, S.A. Euroresinas – Indústrias Quimicas, S.A. Imosistema – Sociedade Imobiliária, S.A. Farmácia Selecção, S.A. Imosonae II Fashion Division Canárias, SL Impaper Europe GmbH & Co. KG Fashion Division, S.A. Implantação – Imobiliária, S.A. Fontana Corretora de Seguros Ltda Infofield – Informática, S.A. Fozimo – Sociedade Imobiliária, S.A. Infratroia, EM Fozmassimo – Sociedade Imobiliária, S.A. Inparsa – Gestão Galeria Comercial, S.A. Freccia Rossa – Shopping Centre S.r.l. Inparvi SGPS, S.A. Frieengineering International Ltda Integrum - Energia, SA Fundo de Invest. Imobiliário Imosede Integrum Colombo Energia, S.A. Fundo I.I. Parque Dom Pedro Shop.Center Integrum, SA Fundo Invest.Imob.Shopp. Parque D.Pedro Interlog – SGPS, S.A. Gaiashopping I – Centro Comercial, S.A. Investalentejo, SGPS, S.A. Gaiashopping II – Centro Comercial, S.A. Invsaude – Gestão Hospitalar, S.A. GHP Gmbh Ioannina Development of Shopping Centres, SA
Deutsche Industrieholz GmbH Herco Consultoria de Riscos e Corretora de Seguros Ltda
La Farga – Shopping Center, SL Norteshopping – Centro Comercial, S.A. Laminate Park GmbH Co. KG Norteshopping Retail and Leisure Centre, BV Larim Corretora de Resseguros Ltda Nova Equador Internacional,Ag.Viag.T, Ld Larissa Develop. Of Shopping Centers, S.A. Nova Equador P.C.O. e Eventos Lazam – MDS Corretora e Administradora de Seguros, S.A. Operscut – Operação e Manutenção de Auto-estradas, S.A. LCC LeiriaShopping Centro Comercial SA OSB Deustchland Gmbh Le Terrazze - Shopping Centre 1 Srl PantheonPlaza BV Libra Serviços, Lda. Paracentro – Gest.de Galerias Com., S.A. Lidergraf – Artes Gráficas, Lda. Pareuro, BV Loop5 Shopping Centre GmbH Park Avenue Develop. of Shop. Centers S.A. Loureshopping – Centro Comercial, S.A. Parque Atlântico Shopping – C.C., S.A. Luz del Tajo – Centro Comercial S.A. Parque D. Pedro 1 B.V. Luz del Tajo B.V. Parque D. Pedro 2 B.V. Madeirashopping – Centro Comercial, S.A. Parque de Famalicão – Empr. Imob., S.A. Maiashopping – Centro Comercial, S.A. Parque Principado SL Maiequipa – Gestão Florestal, S.A. Pátio Boavista Shopping Ltda. Marcas do Mundo – Viag. e Turismo Unip, Lda Pátio Campinas Shopping Ltda Marcas MC, ZRT Pátio Goiânia Shopping Ltda Marimo – Exploração Hoteleira Imobiliária Pátio Londrina Empreend. e Particip. Ltda Marina de Tróia S.A. Pátio Penha Shopping Ltda. Marinamagic – Expl.Cent.Lúdicos Marít, Lda Pátio São Bernardo Shopping Ltda Marmagno – Expl.Hoteleira Imob., S.A. Pátio Sertório Shopping Ltda Martimope – Sociedade Imobiliária, S.A. Pátio Uberlândia Shopping Ltda Marvero – Expl.Hoteleira Imob., S.A. Peixes do Continente – Ind.Dist.Peixes, S.A. MDS Affinity - Sociedade de Mediação, Lda Pharmaconcept – Actividades em Saúde, S.A. MDS Consultores, S.A. PHARMACONTINENTE – Saúde e Higiene, S.A. MDS Corretor de Seguros, S.A. PJP – Equipamento de Refrigeração, Lda MDS SGPS, SA Plaza Éboli B.V. MDSAUTO - Mediação de Seguros, SA Plaza Éboli – Centro Comercial S.A. Megantic BV Plaza Mayor Holding, SGPS, SA Miral Administração e Corretagem de Seguros Ltda Plaza Mayor Parque de Ócio BV MJLF – Empreendimentos Imobiliários, S.A. Plaza Mayor Parque de Ocio, SA Modalfa – Comércio e Serviços, S.A. Plaza Mayor Shopping BV MODALLOOP – Vestuário e Calçado, S.A. Plaza Mayor Shopping, SA Modelo – Dist.de Mat. de Construção, S.A. Ploi Mall BV Modelo Continente Hipermercados, S.A. Plysorol, BV Modelo Continente Intenational Trade, SA Poliface North America Modelo Hiper Imobiliária, S.A. POLINSUR – Mediação de seguros, LDA Modelo.com – Vendas p/Correspond., S.A. PORTCC - Portimãoshopping Centro Comercial, SA Modus Faciendi - Gestão e Serviços, S.A. Porturbe – Edificios e Urbanizações, S.A. Movelpartes – Comp.para Ind.Mobiliária, S.A. Praedium – Serviços, S.A. Movimento Viagens – Viag. e Turismo U.Lda Praedium II – Imobiliária, S.A. Mundo Vip – Operadores Turisticos, S.A. Praedium SGPS, S.A. Munster Arkaden, BV Predicomercial – Promoção Imobiliária, S.A.
Isoroy SAS Norscut – Concessionária de Scut Interior Norte, S.A.
Prédios Privados Imobiliária, S.A. River Plaza Mall, Srl Predisedas – Predial das Sedas, S.A. River Plaza, BV Pridelease Investments, Ltd Rochester Real Estate, Limited Proj. Sierra Germany 4 (four)– Sh.C.GmbH RSI Corretora de Seguros Ltda Proj.Sierra Germany 2 (two)– Sh.C.GmbH S.C. Microcom Doi Srl Proj.Sierra Germany 3 (three)– Sh.C.GmbH Saúde Atlântica – Gestão Hospitalar, S.A. Proj.Sierra Italy 1 – Shop.Centre Srl SC – Consultadoria, S.A. Proj.Sierra Italy 2 – Dev. Of Sh.C.Srl SC – Eng. e promoção imobiliária,SGPS, S.A. Proj.Sierra Italy 3 – Shop. Centre Srl SC Aegean B.V. Proj.Sierra Italy 5 – Dev. Of Sh.C.Srl SC Assets SGPS, S.A. Proj.Sierra Portugal VIII – C.Comerc., S.A. SC Finance BV Project 4, Srl SC Mediterraneum Cosmos B.V. Project SC 1 BV SC, SGPS, SA Project SC 2 BV SCS Beheer, BV Project Sierra 2 B.V. Selfrio – Engenharia do Frio, S.A. Project Sierra 6 BV Selfrio,SGPS, S.A. Project Sierra 7 BV Selifa – Empreendimentos Imobiliários, S.A. Project Sierra 8 BV Sempre à Mão – Sociedade Imobiliária, S.A. Project Sierra Brazil 1 B.V. SERENITAS-SOC.MEDIAÇÃO SEG.LDA Project Sierra Charagionis 1 S.A. Serra Shopping – Centro Comercial, S.A. Project Sierra Four, SA Sesagest – Proj.Gestão Imobiliária, S.A. Project Sierra Germany Shop. Center 1 BV Sete e Meio – Invest. Consultadoria, S.A. Project Sierra Germany Shop. Center 2 BV Sete e Meio Herdades – Inv. Agr. e Tur., S.A. Project Sierra Spain 1 B.V. Shopping Centre Parque Principado B.V. Project Sierra Spain 2 – Centro Comer. S.A. Shopping Penha B.V. Project Sierra Spain 2 B.V. Siaf – Soc.Iniciat.Aprov.Florestais - Energia, S.A. Project Sierra Spain 3 – Centro Comer. S.A. SIAL Participações Ltda Project Sierra Spain 3 B.V. Sierra Asset Management – Gest. Activos, S.A. Project Sierra Spain 6 – Centro Comer. S.A. Sierra Berlin Holding BV Project Sierra Spain 6 B.V. Sierra Central S.A.S Project Sierra Spain 7 – Centro Comer. S.A. Sierra Charagionis Develop.Sh. Centre S.A. Project Sierra Spain 7 B.V. Sierra Charagionis Propert.Management S.A. Project Sierra Three Srl Sierra Corporate Services – Ap.Gestão, S.A. Project Sierra Two Srl Sierra Corporate Services Holland, BV Promessa Sociedade Imobiliária, S.A. Sierra Develop.Iberia 1, Prom.Imob., S.A. Puravida – Viagens e Turismo, S.A. Sierra Developments – Serv. Prom.Imob., S.A. Quorum Corretora de seguros LT Sierra Developments Germany GmbH Racionaliz. y Manufact.Florestales, S.A. Sierra Developments Holding B.V. RASO - Viagens e Turismo, S.A. Sierra Developments Italy S.r.l.
Rio Sul – Centro Comercial, S.A. Sierra Developments Spain – Prom.C.Com.SL
Project Sierra 9 BV Sempre a Postos – Produtos Alimentares e Utilidades, Lda Prosa – Produtos e serviços agrícolas, S.A. Sierra Development of Shopping Centres Greece, S.A. RASO, SGPS, S.A. Sierra Developments Romania, Srl
Sierra Developments, SGPS, S.A. Sonae Industria de Revestimentos, S.A. Sierra Enplanta Ltda Sonae Indústria Manag. Serv, SA Sierra European R.R.E. Assets Hold. B.V. Sonae Investimentos, SGPS, SA Sierra GP Limited Sonae Investments, BV Sierra Investimentos Brasil Ltda Sonae Novobord (PTY) Ltd Sierra Investments (Holland) 1 B.V. Sonae RE, S.A. Sierra Investments (Holland) 2 B.V. Sonae Retalho Espana – Servicios Gen., S.A. Sierra Investments Holding B.V. Sonae SGPS, S.A. Sierra Investments SGPS, S.A. Sonae Sierra Brasil S.A. Sierra Italy Holding B.V. Sonae Sierra Brazil B.V. Sierra Management Germany GmbH Sonae Sierra, SGPS, S.A. Sierra Management Greece S.A. Sonae Tafibra Benelux, BV Sierra Management Italy S.r.l. Sonae Turismo – SGPS, S.A. Sierra Management Portugal – Gest. CC, S.A. Sonae UK, Ltd. Sierra Management Romania, Srl Sonaegest – Soc.Gest.Fundos Investimentos Sierra Management Spain – Gestión C.Com.S.A. SONAEMC - Modelo Continente, SGPS, S.A. Sierra Management, SGPS, S.A. Sondis Imobiliária, S.A. SII – Soberana Invest. Imobiliários, S.A. Sontel BV SIRS – Sociedade Independente de Radiodifusão Sonora, S.A. Sontur BV Sistavac – Sist.Aquecimento,V.Ar C., S.A. Sonvecap BV SKK – Central de Distr., S.A. Sopair, S.A. SKK SRL Sotáqua – Soc. de Empreendimentos Turist SKKFOR – Ser. For. e Desen. de Recursos Spanboard Products, Ltd SMP – Serv. de Manutenção Planeamento SPF – Sierra Portugal Real Estate, Sarl Sociedade de Construções do Chile, S.A. Spinarq - Engenharia, Energia e Ambiente, SA Société de Tranchage Isoroy S.A.S. Spinveste – Gestão Imobiliária SGII, S.A. Socijofra – Sociedade Imobiliária, S.A. Spinveste – Promoção Imobiliária, S.A. Sociloures – Soc.Imobiliária, S.A. Sport Retalho España – Servicios Gen., S.A. Soconstrução BV Sport Zone – Comércio Art.Desporto, S.A. Sodesa, S.A. Sport Zone – Turquia Soflorin, BV Sport Zone Canárias, SL Soira – Soc.Imobiliária de Ramalde, S.A. Sport Zone España-Com.Art.de Deporte,SA Solinca - Eventos e Catering, SA Spred, SGPS, SA Solinca - Health and Fitness, SA Stinnes Holz GmbH Solinca – Investimentos Turísticos, S.A. Tableros Tradema, S.L. Solinfitness – Club Malaga, S.L. Tafiber,Tableros de Fibras Ibéricas, SL Soltroia – Imob.de Urb.Turismo de Tróia, S.A. Tafibra Polska Sp.z.o.o. Somit Imobiliária Tafibra South Africa SONAE - Specialized Retail, SGPS, SA Tafibra Suisse, SA Sonae Capital Brasil, Lda Tafisa – Tableros de Fibras, S.A. Sonae Capital,SGPS, S.A. Tafisa Canadá Societé en Commandite Sonae Center II S.A. Tafisa France, S.A. Sonae Center Serviços, S.A. Tafisa UK, Ltd
Sonae Indústria – SGPS, S.A. Tarkett Agepan Laminate Flooring SCS
Sonae Ind., Prod. e Com.Deriv.Madeira, S.A. Taiber,Tableros Aglomerados Ibéricos, SL
| Tecmasa Reciclados de Andalucia, SL | Valor N, S.A. |
|---|---|
| Terra Nossa Corretora de Seguros Ltda | Vastgoed One – Sociedade Imobiliária, S.A. |
| Têxtil do Marco, S.A. | Vastgoed Sun – Sociedade Imobiliária, S.A. |
| Tlantic Portugal – Sist. de Informação, S.A. | Venda Aluga – Sociedade Imobiliária, S.A. |
| Tlantic Sistemas de Informação Ltdª | Via Catarina – Centro Comercial, S.A. |
| Todos os Dias – Com.Ret.Expl.C.Comer., S.A. | Viajens y Turismo de Geotur España, S.L. |
| Tool Gmbh | Vistas do Freixo, SA |
| Torre Ocidente Imobiliária, S.A. | Vuelta Omega, S.L. |
| Torre São Gabriel – Imobiliária, S.A. | Weiterstadt Shopping BV |
| TP – Sociedade Térmica, S.A. | World Trade Center Porto, S.A. |
| Troia Market, S.A. | Worten – Equipamento para o Lar, S.A. |
| Tróia Natura, S.A. | Worten Canárias, SL |
| Troiaresort – Investimentos Turísticos, S.A. | Worten España, S.A. |
| Troiaverde – Expl.Hoteleira Imob., S.A. | ZIPPY - Comércio e Distribuição, SA |
| Tulipamar – Expl.Hoteleira Imob., S.A. | ZIPPY - Comercio y Distribución, S.A. |
| Unishopping Administradora Ltda. | Zippy Turquia |
| Unishopping Consultoria Imob. Ltda. | Zubiarte Inversiones Inmobiliarias, S.A. |
| Urbisedas – Imobiliária das Sedas, S.A. | ZYEVOLUTION-Invest.Desenv.,SA. |
| Valecenter Srl |
| FT Group Companies | ||||
|---|---|---|---|---|
| France Telecom, S.A. | Atlas Services Belgium, S.A. |
For the periods ended at 30 June 2011 and 2010 and for the year ended at 31 December 2010
| Notes | June 2011 | June 2010 | December 2010 | |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Tangible assets | 1a, 1e and 2 | 393,392 | 469,467 | 428,818 |
| Intangible assets | 1b and 3 | 5,395 | 17,419 | 8,476 |
| Investments in Group companies | 1c and 5 | 1,100,697,029 | 934,826,790 | 996,797,029 |
| Other non-current assets | 1c, 1l, 1m, 4 and 6 | 587,249,652 | 615,945,016 | 560,706,652 |
| Total non-current assets | 1,688,345,468 | 1,551,258,692 | 1,557,940,975 | |
| Current assets | ||||
| Other current debtors | 1d, 1f, 4 and 8 | 15,584,333 | 5,294,467 | 9,668,483 |
| Other current assets | 1l and 1m | 1,990,083 | 4,725,974 | 1,638,580 |
| Cash and cash equivalents | 1g, 4 and 9 | 21,736,335 | 2,184,566 | 75,631,256 |
| Total current assets | 39,310,751 | 12,205,007 | 86,938,319 | |
| Total assets | 1,727,656,219 | 1,563,463,699 | 1,644,879,294 | |
| Shareholder' funds and liabilities | ||||
| Shareholders' funds | ||||
| Share capital | 10 | 366,246,868 | 366,246,868 | 366,246,868 |
| Own shares | 1o and 11 | (13,594,518) | (13,725,585) | (15,030,834) |
| Reserves | 1n | 903,920,831 | 788,129,326 | 788,244,305 |
| Net income / (loss) for the period | (324,794) | 6,757,599 | 135,403,787 | |
| Total Shareholders' funds | 1,256,248,387 | 1,147,408,208 | 1,274,864,126 | |
| Liabilities | ||||
| Non-current liabilities | ||||
| Medium and long-term loans – net of short-term portion | 1h, 4 and 12a | 369,529,212 | 319,137,036 | 304,333,736 |
| Provisions for other liabilities and charges | 1j, 1m and 13 | 68,654 | 52,773 | 56,487 |
| Other non-current liabilities | 1l, 1m,1r and 20 | 201,332 | 301,343 | 374,091 |
| Deferred tax liabilities | 1k, 1m and 7 | – | 138,110 | – |
| Total non-current liabilities | 369,799,198 | 319,629,262 | 304,764,314 | |
| Current liabilities | ||||
| Short-term loans and other loans | 1h, 1g, 4 and 12b | 96,562,006 | 94,270,582 | 53,472,759 |
| Other creditors | 4 and 14 | 4,119,553 | 991,124 | 10,367,886 |
| Other current liabilities | 1l, 1m,1r and 20 | 927,075 | 1,164,523 | 1,410,209 |
| Total current liabilities | 101,608,634 | 96,426,229 | 65,250,854 | |
| Total Shareholders' funds and liabilities | 1,727,656,219 | 1,563,463,699 | 1,644,879,294 |
The notes are an integral part of the financial statements at 30 June 2011 and 2010.
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Miguel Moniz Trigoso Santos Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
For the periods ended at 30 June 2011 and 2010 and for the year ended at 31 December 2010
| Notes | June 2011 | June 2010 | December 2010 | |
|---|---|---|---|---|
| Services rendered | 1,992,659 | 3,244,692 | 6,278,651 | |
| Other operating revenues | 1f | 88,149 | 5,052 | 14,584 |
| 2,080,808 | 3,249,744 | 6,293,235 | ||
| External supplies and services | 15 | (1,132,938) | (1,552,723) | (2,781,738) |
| Staff expenses | 1r | (1,366,696) | (2,197,803) | (4,358,462) |
| Depreciation and amortisation | 1a, 1b, 1q, 2 and 3 | (38,260) | (58,814) | (111,539) |
| Provisions and impairment losses | 1j, 1q and 13 | – | – | – |
| Other operating costs | (37,556) | (91,295) | (137,269) | |
| (2,575,450) | (3,900,635) | (7,389,008) | ||
| Gains and losses on Group companies | 16 | (3,236,000) | 6,366,323 | 129,026,996 |
| Other financial expenses | 1c, 1h, 1q, 12 and 16 | (5,050,670) | (3,694,872) | (7,949,668) |
| Other financial income | 1c, 12 and16 | 10,326,276 | 4,898,203 | 16,671,281 |
| Current income / (loss) | 1,544,964 | 6,918,763 | 136,652,836 | |
| Income taxation | 1k and 7 | (1,869,758) | (161,164) | (1,249,049) |
| Net income / (loss) for the period | (324,794) | 6,757,599 | 135,403,787 | |
| Earnings per share | 19 | |||
| Including discontinued operations: | ||||
| Basic | (0.00) | 0.02 | 0.38 | |
| Diluted | (0.00) | 0.02 | 0.38 | |
| Excluding discontinued operations: | ||||
| Basic | (0.00) | 0.02 | 0.38 | |
| Diluted | (0.00) | 0.02 | 0.38 |
The notes are an integral part of the financial statements at 30 June 2011 and 2010.
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Miguel Moniz Trigoso Santos Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
For the periods ended at 30 June 2011 and 2010
| Notes | June 2011 | June 2010 | |
|---|---|---|---|
| Net income / (loss) for the period | (324,794) | 6,757,599 | |
| Components of other comprehensive income, net of tax | - | - | |
| Statement comprehensive income for the period | (324,794) | 6,757,599 |
The notes are an integral part of the financial statements at 30 June 2011 and 2010.
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Miguel Moniz Trigoso Santos Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
| Reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Own shares (note 11) |
Share premium | Legal reserves | Medium Term Incentive Plans reserves (note 20) |
Own shares reserves |
Other reserves | Total reserves | Net income / (loss) |
Total | |
| 2011 | ||||||||||
| Balance at 31 December 2010 | 366,246,868 | (15,030,834) | 775,290,377 | 1,221,003 | 551,381 | 15,030,834 | (3,849,290) | 788,244,305 | 135,403,787 | 1,274,864,126 |
| Appropriation of result of 2010 Transfer to legal reserves and other reserves |
- | - | - | 6,770,189 | - | - | 128,633,598 | 135,403,787 | (135,403,787) | - |
| Dividends distribution | - | - | - | - | - | - | (17,859,403) | (17,859,403) | - | (17,859,403) |
| Comprehensive income for the period ended at 30 June 2011 |
- | - | - | - | - | - | - | - | (324,794) | (324,794) |
| Delivery of own shares under the Medium Term Incentive Plans |
- | 3,659,603 | - | - | (186,538) | (3,659,603) | 1,775,360 | (2,070,781) | - | 1,588,822 |
| Effect of the recognition of the Medium Term Incentive Plans |
- | - | - | - | 202,923 | - | - | 202,923 | - | 202,923 |
| Acquisition of own shares | - | (2,223,287) | - | - | - | 2,223,287 | (2,223,287) | - | - | (2,223,287) |
| Balance at 30 June 2011 | 366,246,868 | (13,594,518) | 775,290,377 | 7,991,192 | 567,766 | 13,594,518 | 106,476,978 | 903,920,831 | (324,794) | 1,256,248,387 |
For the periods ended at 30 June 2011 and 2010
| Reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Own shares (note 11) |
Share premium | Legal reserves | Medium Term Incentive Plans reserves (note 20) |
Own shares reserves |
Other reserves | Total reserves | Net income / (loss) |
Total | |
| 2010 | ||||||||||
| Balance at 31 December 2009 | 366,246,868 | (12,809,015) | 775,290,377 | 1,985,181 | 361,418 | 12,809,015 | 5,292,287 | 795,738,278 | (6,056,465) | 1,143,119,666 |
| Appropriation of result of 2009 | - | - | - | (764,178) | - | - | (5,292,287) | (6,056,465) | 6,056,465 | - |
| Comprehensive income for the period ended at 30 June 2010 |
- | - | - | - | - | - | - | - | 6,757,599 | 6,757,599 |
| Delivery of own shares under the Medium Term Incentive Plans |
- | 2,581,036 | - | - | (69,962) | (2,581,036) | 1,012,560 | (1,638,438) | - | 942,598 |
| Effect of the recognition of the Medium Term Incentive Plans |
- | - | - | - | 85,951 | - | - | 85,951 | - | 85,951 |
| Acquisition of own shares | - | (3,497,606) | - | - | - | 3,497,606 | (3,497,606) | - | - | (3,497,606) |
| Balance at 30 June 2010 | 366,246,868 | (13,725,585) | 775,290,377 | 1,221,003 | 377,407 | 13,725,585 | (2,485,046) | 788,129,326 | 6,757,599 | 1,147,408,208 |
For the periods ended at 30 June 2011 and 2010
| June 2011 | June 2010 | |||
|---|---|---|---|---|
| Operating activities | ||||
| Payments to employees | (1,783,127) | (2,564,590) | ||
| Cash flows from operating activities | (1,783,127) | (2,564,590) | ||
| Payments / receipts relating to income taxes, net | 1,017,540 | (641,125) | ||
| Other payments / receipts relating to operating activities, net | 2,641,211 | 4,548,139 | ||
| Cash flows from operating activities (1) | 1,875,625 | 1,875,625 | 1,342,424 | 1,342,424 |
| Investing activities | ||||
| Receipts from: | ||||
| Investments | 17,840,000 | 15,788,458 | ||
| Interest and similar income | 3,563,712 | 7,980,428 | ||
| Loans granted | 161,541,000 | 6,820,000 | ||
| Dividends | – | 182,944,712 | 10,500,000 | 41,088,886 |
| Payments for: | ||||
| Investments | (175,550,291) | (16,490,000) | ||
| Tangible assets | (1,968) | – | ||
| Intangible assets | – | (1,210) | ||
| Loans granted | (146,370,000) | (321,922,259) | – | (16,491,210) |
| Cash flows from investing activities (2) | (138,977,547) | 24,597,676 | ||
| Financing activities | ||||
| Receipts from: | ||||
| Loans obtained | 111,699,000 | 111,699,000 | 70,000,000 | 70,000,000 |
| Payments for: | ||||
| Interest and similar expenses | (5,007,090) | (3,724,671) | ||
| Acquisition of own shares | (2,223,287) | (3,497,605) | ||
| Loans obtained | (5,515,000) | (89,723,007) | ||
| Dividends | (17,859,403) | (30,604,779) | – | (96,945,283) |
| Cash flows from financing activities (3) | 81,094,221 | (26,945,283) | ||
| Net cash flows (4)=(1)+(2)+(3) | (56,007,700) | (1,005,183) | ||
| Effect of the foreign exchanges | ||||
| Cash and cash equivalents at the beginning of the period | 75,631,256 | 3,189,749 | ||
| Cash and cash equivalents at period end | 19,623,556 | 2,184,566 |
The notes are an integral part of the financial statements at 30 June 2011 and 2010.
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Miguel Moniz Trigoso Santos Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
For the periods ended at 30 June 2011 and 2010
| 2011 | 2010 | |
|---|---|---|
| 1. Acquisition or sale of subsidiaries or other businesses | ||
| a) Other business activities | ||
| Reimburse of supplementary capital from Público- Comunicação Social, S.A. | 17,840,000 | – |
| Reimburse of supplementary capital from Sonaetelecom BV | – | 15,788,458 |
| 17,840,000 | 15,788,458 | |
| b) Other business activities | ||
| Supplementary capital to PCJ - Público, Comunicação e Jornalismo, S.A. | 12,990,000 | – |
| Payment of Acquisiction Sontária- Empreendimentos Imobiliários, S.A. | 8,860,291 | – |
| Payment of Acquisiction Público - Comunicação Social, S.A. | 20,000,000 | – |
| Payment of Acquisiction Optimus - Comunicações S.A. | 133,700,000 | – |
| Share capital increase in Sonae Telecom, S.G.P.S., S.A. | – | 1,490,000 |
| Supplementary capital to Sonaetelecom BV | – | 15,000,000 |
| 175,550,291 | 16,490,000 | |
| 2. Details of cash and cash equivalents | ||
| Cash in hand | 10,519 | 10,454 |
| Cash at bank | 80,816 | 179,112 |
| Treasury applications | 21,645,000 | 1,995,000 |
| Overdrafts | (2,112,779) | - |
| Cash and cash equivalents | 19,623,556 | 2,184,566 |
| Overdrafts | 2,112,779 | - |
| Cash assets | 21,736,335 | 2,184,566 |
| 3. Description of non-monetary financing activities | ||
| a) Bank credit obtained and not used | 43,787,221 | 247,050,000 |
| 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 2011 and 2010.
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Miguel Moniz Trigoso Santos Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
SONAECOM, S.G.P.S., S.A., (hereinafter referred to as 'the Company' or 'Sonaecom') was established on 6 June 1988, under the name Sonae – Tecnologias de Informação, S.A. and has its head office at Lugar de Espido, Via Norte, Maia – Portugal.
Pargeste, S.G.P.S., S.A.'s subsidiaries in the communications and information technology area were transferred to the Company through a demerger-merger process, executed by public deed dated 30 September 1997.
On 3 November 1999, the Company's share capital was increased, its Articles of Association were modified and its name was changed to Sonae.com, S.G.P.S., S.A.. Since then the Company's corporate object has been the management of investments in other companies. Also on 3 November 1999, the Company's share 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 Combined Share Offer, the Company's share capital was increased under the terms explained below. The new shares were fully subscribed for and paid up by Sonae, S.G.P.S., S.A. (a Shareholder of Sonaecom, hereinafter referred to as 'Sonae'). The capital increase was 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, 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 Shareholders' General Meeting held on 17 June 2002, Sonaecom's share capital was increased from Euro 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.
On 30 April 2003, the company's name was changed by public deed to SONAECOM, S.G.P.S., S.A..
By decision of the Shareholders' General Meeting held on 12 September 2005, Sonaecom's share capital was 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.
By decision of the Shareholders' General Meeting held on 18 September 2006, Sonaecom's share capital was increased by 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.
The financial statements are presented in euro, rounded at unit.
The accompanying financial statements have been prepared on a going concern basis, based on the Company's accounting records in accordance with International Financial Reporting Standards (IAS/IFRS) as adopted by the European Union (EU) and considering the IAS 34 - "Interim Financial Reporting".
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 – 'First time adoption of International Financial Reporting Standards', 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.
The following standards, interpretations, amendments and revisions approved (endorsed) by the European Union have mandatory application to financial years beginning on or after 1 January 2011 and were first adopted in the period ended at 30 June 2011:
| Standard / Interpretation | Effective date (annual periods beginning on or after) |
|---|---|
| IFRS 1 - Amendment (Limited Exemption from | 1-Jul-10 |
| Comparative IFRS 7 Disclosures for First-time | |
| Adopters) |
The amendment ensures that first-time adopters benefit from the same transition provisions that the Amendment to IFRS 7 introduced in March 2009 (Improving Disclosures about Financial Instruments) provides to current IFRS preparers.
| IAS 32 – Amendments (Clarification of issuing | 1-Feb-10 * |
|---|---|
| rights) |
The amendment states that if such rights are issued pro rata to an entity's all existing shareholders in the same class for a fixed amount of currency, they should be classified as equity regardless of the currency in which the exercise price is denominated.
| IFRIC 19 (Extinguishing Financial Liabilities with | 1-Jul-10 * |
|---|---|
| Equity Instruments) |
Clarifies the requirements of IFRSs when an entity renegotiates the terms of a financial liability with its creditor and the creditor agrees to accept the entity's shares or other equity instruments to fully or partially settle the financial liability.
Revised IAS 24 (Related Parties Disclosures) 1-Jan-11
The revised standard addresses concerns that the previous disclosure requirements and definition of a 'related party' were too complex and difficult to apply in practice, particularly in environments where government control is pervasive, by: (1) providing a partial exemption for governmentrelated entities; (2) providing a revised definition of a related party.
IFRIC 14 – Amendments (Voluntary pre-paid contributions)
1-Jan-11
The amendments correct an unintended consequence of IFRIC 14. Without the amendments, in some circumstances entities are not permitted to recognise as an asset some voluntary prepayments for minimum funding contributions.
* The effective date in accordance with the adoption by the EU was subsequent to the effective date originally established by the standard.
The application of these standards did not have significant impacts on the Company's financial statements.
The following standards, interpretations, amendments and revisions have been, at the date of approval of these financial statements, approved (endorsed) by the European Union, whose application is mandatory only future financial years:
| Standard / Interpretation | Effective date (annual periods beginning on or after) |
|---|---|
| Improvements to IFRSs – 2008/2010 | 18-Feb-11* |
This process included the review of 7 accounting standards.
* The effective date in accordance with the adoption by the EU was subsequent to the effective date originally established by the standard.
These standards, although approved (endorsed) by the European Union, were not adopted by the Company for the period ended at 30 June 2011, as the application of these standards is not yet mandatory. No significant impacts are expected to arise in the financial statements resulting from their adoption.
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) |
|---|---|
| IAS 12 - Amendments (Deferred tax: Recovery of Underlying Assets) |
1-Jan-12 |
| The amendment introduces, in the case of investment properties measured using the fair value model, the presumption that recovery of the carrying amount will normally be through sale, in order to determine their tax impact. As a result of the amendments, SIC 21 - 'Income |
|
| Taxes—Recovery of Revalued Non-Depreciable Assets' would no longer apply to investment properties carried at fair value. The amendments also incorporate into IAS 12 the remaining guidance previously contained in SIC |
IFRS 1 - Amendments (Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters)
21, which is accordingly withdrawn.
The amendments: 1) replace the fixed dates in the derecognition exception and the exemption related to the initial fair value measurement of financial instruments; and 2) add a deemed cost exemption to IFRS 1 that an entity can apply at the date of transaction to IFRSs after being subject to severe hyperinflation.
IFRS 7 - Financial Instruments: Disclosures - Amendments (issued 7 October 2010)
1-Jul-11
1-Jul-11
The amendment requires disclosures to improve the understanding of transfer transactions of financial assets (for example, securitisations), including understanding the possible effects of any risks that may remain after the transfer. It also requires additional disclosures if a disproportionate amount of transfer transactions are undertaken around the end of a reporting period.
| Standard / Interpretation | Effective date (annual periods beginning on or after) |
|---|---|
| IFRS 9 Financial Instruments | 1-Jan-13 |
| This standard is the first step in the project to replace IAS 39, and it introduces new requirements for classifying and measuring financial assets. |
|
| 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.
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.
Ventures
It will improve consistency and reduce complexity by providing, for the first time, a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs.
| 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 |
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.
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 2011 are comparable with those used in the preparation of the individual financial statements at 31 December 2010.
The main accounting policies used in the preparation of the accompanying financial statements are as follows:
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 statement caption 'Depreciation and amortisation'.
Impairment losses detected in the realisation value of tangible assets are recorded in the year in which they arise, by a corresponding charge to the caption 'Depreciation and amortisation' of the profit and loss statement.
The annual depreciation rates used correspond to the estimated useful life of the assets, which are as follows:
| Years of useful life |
|
|---|---|
| Buildings and others constructions – improvements in buildings owned by third parties |
10-20 |
| Plant and machinery | 5-8 |
| Fixtures and fittings | 3-10 |
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 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 years) as from the month in which the corresponding expenses are incurred.
Amortisation for the period is recorded in the profit and loss statement under the caption 'Depreciation and amortisation'.
Investments in companies in which the Company has direct or indirect voting rights at Shareholders' General Meetings in excess of 50% or in which it has control over the financial and operating policies are recorded under the caption 'Investments in Group companies', at their acquisition cost, in 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, under the caption 'Other non-current assets'.
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 year that they are estimated, under the caption 'Other financial expenses' in the profit and loss statement.
The expenses incurred with the acquisition of investments in Group companies are recorded as cost when they are incurred.
The Company classifies its financial instruments in the following categories: 'financial assets at fair value through profit or loss', 'loans and receivables', 'held-to-maturity investments', and 'available-for-sale financial assets'. The classification 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. Loans and receivables are included under the caption 'Other current debtors' in the balance sheet.
Held-to-maturity investments are non-derivative financial assets with fixed or variable payments and with fixed maturities that the Company's management has the positive 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 at fair value through profit or loss. The 'Financial assets at fair value through profit or loss' are initially recognised at fair value 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-sale financial assets' and 'Financial assets at fair value through profit or loss' are subsequently carried at fair value.
'Loans and receivables' and 'Held-to-maturity investments' are 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 availablefor-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 arm's length transactions, reference to similar instruments, discounted cash flow analysis, and option pricing models refined to reflect the issuer's specific circumstances. If none of 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.
Fixed 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 and impairment losses'. Future reversals of impairment losses are recorded in the profit and loss statement under the caption 'Other operating revenues'.
Amounts included under the caption 'Cash and cash equivalents' correspond to amounts held in cash and term 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 –'Statement of Cash Flow', using the direct method. The Company classifies, under the caption 'Cash and cash equivalents', investments that mature in less than three months, for which the risk of change in value is insignificant. The caption 'Cash and cash equivalents' in the cash flow statement also includes bank overdrafts, which are reflected in the balance sheet caption 'Short-term loans and other loans'. 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 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 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 the 'amortised cost'. Any 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.
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 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 corresponding entry under the caption 'Hedging reserves' in Shareholders' funds.
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 2011, the Company did not have any derivative.
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.
'Income tax' expense represents the sum of the tax currently payable and deferred tax. Income tax is recognised in accordance with IAS 12 – 'Income Tax'.
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 subsidiaries on which the group holds at least 90% of their share capital, with its headquarters located in Portugal and subject to Corporate Income Tax (IRC).
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 year, 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 7).
Deferred taxes are calculated with the tax rate that is expected to be in effect at the time the asset or liability is realised.
Whenever deferred taxes derive from assets or liabilities directly registered in Shareholders' funds, its recording is also made under the Shareholders' funds caption. In all other situations, deferred taxes are always registered in the profit and loss statement.
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 captions 'Other non-current assets', 'Other current assets', 'Other non-current liabilities' and 'Other current liabilities' include expenses and income relating to the current period, where payment and receipt will occur in future periods, as well as payments and receipts in the current period but which relate to future periods. The latter shall be included by the corresponding amount in the results of the periods to which they relate to.
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 captions 'Other financial expenses' and 'Other financial income'. Dividends are recognised when the Shareholders' rights to 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 non-current assets and non-current liabilities.
In addition, considering their nature, the deferred taxes and the provisions for other liabilities and charges, are classified as noncurrent assets and liabilities (notes 7 and 13).
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. Share premiums
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 requirements of 'Legal reserves', ie, 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 –'Share based payment', the 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 can not be used to absorb losses.
Hedging reserve reflects the changes in fair value of 'cash flow' hedges derivatives that are considered effective (Note 1.i) 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.
Under Portuguese law, the amount of distributable reserves is determined in accordance with the individual financial statements of the Company, presented in accordance with IAS / IFRS.
Therefore, at 30 June 2011, Sonaecom, SGPS, S.A., have reserves which by their nature could be considered distributable, in the amount of around Euro 106 million.
Own shares are recorded as a deduction of Shareholders' funds. Gains or losses related to the sale of own shares are recorded under the caption 'Other reserves'.
All assets and liabilities expressed in foreign currency were translated into euro using the exchange rates in force at the balance sheet date.
Favourable 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.
| 2011 | 2010 | |||
|---|---|---|---|---|
| 30 June | Average | 30 June | Average | |
| Pounds Sterling | 1.10797 | 1.15234 | 1.22332 | 1.15039 |
| Swiss franc | 0.82843 | 0.78834 | - | - |
| Swedish krona | 0.10900 | 0.11189 | - | - |
| American Dollar | 0.69190 | 0.71337 | 0.814930 | 0.75593 |
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 'Depreciation and amortisation' in the case of fixed assets, under the caption 'Other financial expenses' in the case of financial investments or under the caption 'Provisions and impairment losses', in relation to the other assets. The 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, 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.
Evidence of the existence of impairment in accounts receivables appears when:
The accounting treatment of Medium Term Incentive Plans is based on IFRS 2 – 'Share-based Payments'.
Under IFRS 2, when the settlement of plans established by the Company involves the delivery of Sonaecom's own shares, the estimated responsibility is recorded, as a credit entry, under the caption 'Reserves – Medium Term Incentive Plans', within the caption 'Shareholders' funds' and is charged as an expense under the caption 'Staff expenses' in the profit and 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 the vesting period that has 'elapsed' up to the respective accounting date.
When the responsibilities associated with any plan are covered by a hedging contract, ie, 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 under the balance sheet captions 'Other non-current liabilities' and 'Other current liabilities' by a corresponding entry to the income statement caption 'Staff expenses', for the cost relating to the vesting period that has 'elapsed' up to the 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 recorded under the balance sheet captions 'Other non-current liabilities' and 'Other current liabilities' by a corresponding entry to the income statement caption 'Staff expenses', for 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.
At 30 June 2011, all the Sonaecom share plans were covered through the detention of own shares. Therefore the impacts of the share plans of the Medium Term Incentive Plans are registered, in the balance sheet, under the caption 'Medium term incentive plans reserve'. The cost is recognised under the income statement caption 'Staff expenses'.
At 30 June 2011, the equity-settled plans to be liquidated through the delivery of shares of the parent company were covered by contracts with an external entity (with the exception of one plan whose contract was signed in July 2011) under which the acquisition price of those shares was fixed. Therefore, the responsibility associated to those plans is recorded based on that fixed price, proportionally to the period of time elapsed since the award date until the date of record,
under the captions 'Other non-current liabilities' and 'Other current liabilities'. The cost is recognised on the income statement under the caption 'Staff expenses'.
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 2011 and 2010 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 – 'Accounting Policies, Changes in Accounting Estimates and Errors', using a prospective methodology.
The main estimates and assumptions in relation to future events included in the preparation of financial statements are disclosed in the respective notes.
The Company's activities expose it 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 to project cash flows and profits. The Company's financial risk management, subject to 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. i).
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
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.
Sonaecom's total debt is indexed to variable rates, exposing 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 positive effect in other lines of the Company's results, and in this way partially offsetting the increase of financial costs ('natural hedge'); and (iv) the existence of 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:
As all Sonaecom's borrowings (note 12) are at variable rates, interest rate swaps and other derivatives are used 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 Company agrees with third parties (banks) to exchange, in pre-determined 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 Company's 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 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 – 'Financial Instruments'), 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 period. The fair value of derivatives of cash flow hedge, that are considered effective according to IAS 39 –'Financial Instruments', are recognised under borrowing captions and changes in the fair value are recognised in equity.
Sonaecom's Board of Directors approves the terms and 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, ie, 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, ie, to minimise the probability of default in any reimbursement of application of funds; and (iii) Financial efficiency, ie, 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 in the Company 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 estimates is an important variable to quantify the amounts and the maturity of the applications in the market.
The maturity analysis for each of the liabilities associated to financial instruments is presented in the note 1 2 .
The Company's exposure to credit risk is mainly associated 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 periods ended 30 June 2011 and 2010 was as follows:
| 2011 | ||||||
|---|---|---|---|---|---|---|
| Buildings and other constructions |
Plant and machinery | Tools | Fixtures and fittings | Other tangible assets | Total | |
| Gross assets | ||||||
| Balance at 31 December 2010 | 721,165 | 46,325 | 171 | 332,060 | 619 | 1,100,340 |
| Disposals | – | – | – | – | (515) | (515) |
| Balance at 30 June 2011 | 721,165 | 46,325 | 171 | 332,060 | 104 | 1,099,825 |
| Accumulated depreciation and impairment losses | ||||||
| Balance at 31 December 2010 | 403,292 | 25,891 | 171 | 241,851 | 318 | 671,522 |
| Depreciation for the period | 20,722 | 3,648 | – | 10,756 | 54 | 35,179 |
| Disposals | – | – | – | – | (268) | (268) |
| Balance at 30 June 2011 | 424,014 | 29,539 | 171 | 252,607 | 104 | 706,433 |
| Net value | 297,151 | 16,786 | – | 79,453 | – | 393,392 |
| 2010 | ||||||
|---|---|---|---|---|---|---|
| Buildings and other constructions |
Plant and machinery | Tools | Fixtures and fittings | Other tangible assets | Total | |
| Gross assets | ||||||
| Balance at 31 December 2009 | 721,165 | 46,325 | 171 | 331,750 | 619 | 1,100,030 |
| Balance at 30 June 2010 | 721,165 | 46,325 | 171 | 331,750 | 619 | 1,100,030 |
| Accumulated depreciation and impairment losses | ||||||
| Balance at 31 December 2009 | 347,862 | 17,977 | 170 | 216,945 | 189 | 583,143 |
| Depreciation for the period | 30,272 | 4,112 | – | 12,972 | 64 | 47,420 |
| Balance at 30 June 2010 | 378,134 | 22,089 | 170 | 229,917 | 253 | 630,563 |
| Net value | 343,031 | 24,236 | 1 | 101,833 | 366 | 469,467 |
The movement in intangible assets and in the corresponding accumulated amortisation and impairment losses in the periods ended at 30 June 2011 and 2010, was as follows:
| 2011 | ||||
|---|---|---|---|---|
| Brands, patents and other rights |
Software | Intangible assets in progress |
Total | |
| Gross assets | ||||
| Balance at 31 December 2010 | 9,719 | 183,247 | 376 | 193,342 |
| Transfers and write-offs | – | 376 | (376) | – |
| Balance at 30 June 2011 | 9,719 | 183,623 | – | 193,342 |
| Accumulated depreciation and impairment losses | ||||
| Balance at 31 December 2010 | 7,281 | 177,585 | – | 184,866 |
| Depreciation for the period | 523 | 2,558 | – | 3,081 |
| Balance at 30 June 2011 | 7,804 | 180,143 | – | 187,947 |
| Net value | 1,915 | 3,480 | – | 5,395 |
| 2010 | ||||
|---|---|---|---|---|
| Brands, patents and other rights |
Software | Intangible assets in progress |
Total | |
| Gross assets | ||||
| Balance at 31 December 2009 | 6,650 | 182,283 | 376 | 189,309 |
| Additions | 1,210 | – | – | 1,210 |
| Balance at 30 June 2010 | 7,860 | 182,283 | 376 | 190,519 |
| Accumulated depreciation and impairment losses | ||||
| Balance at 31 December 2009 | 6,259 | 155,447 | – | 161,706 |
| Depreciation for the period | 361 | 11,033 | – | 11,394 |
| Balance at 30 June 2010 | 6,620 | 166,480 | – | 173,100 |
| Net value | 1,240 | 15,803 | 376 | 17,419 |
At 30 June 2011 and 2010, the breakdown of financial instruments was as follows:
| 2011 | ||||||
|---|---|---|---|---|---|---|
| Investments held to | Investments available | Others not covered by | ||||
| Loans and receivables | maturity | for sale | Subtotal | IFRS 7 | Total | |
| Non-current assets | ||||||
| Other non-current assets (note 6) | 587,249,652 | – | – | 587,249,652 | – | 587,249,652 |
| 587,249,652 | – | – | 587,249,652 | – | 587,249,652 | |
| Current assets | ||||||
| Other trade debtors (note 8) | 13,478,732 | – | – | 13,478,732 | 2,105,601 | 15,584,333 |
| Cash and cash equivalents (note 9) | 21,736,335 | – | – | 21,736,335 | – | 21,736,335 |
| 35,215,067 | – | – | 35,215,067 | 2,105,601 | 37,320,668 | |
| 2010 | ||||||
| Investments held to | Investments available | Others not covered by | ||||
| Loans and receivables | maturity | for sale | Subtotal | IFRS 7 | Total | |
| Non-current assets | ||||||
| Other-non current assets (note 6) | 615,945,016 | – | – | 615,945,016 | – | 615,945,016 |
| 615,945,016 | – | – | 615,945,016 | – | 615,945,016 | |
| Current assets | ||||||
| Other trade debtors (note 8) | 3,704,875 | – | – | 3,704,875 | 1,589,592 | 5,294,467 |
| Cash and cash equivalents (note 9) | 2,184,566 | – | – | 2,184,566 | – | 2,184,566 |
| 5,889,441 | – | – | 5,889,441 | 1,589,592 | 7,479,033 | |
| 2011 | ||||||
| Liabilities recorded at | Others not covered by | |||||
| Derivatives | amortised cost | Other financial liabilities | Subtotal | IFRS 7 | Total | |
| Non-current liabilities | ||||||
| Medium and long-term loans – net of short | ||||||
| term portion (note 12) | – | 369,529,212 | – | 369,529,212 | – | 369,529,212 |
| – | 369,529,212 | – | 369,529,212 | – | 369,529,212 | |
| Current liabilities | ||||||
| Short-term loans and other loans (note | ||||||
| 12) | – | 96,562,006 | – | 96,562,006 | – | 96,562,006 |
| Other creditors | – | – | 1,571,080 | 1,571,080 | 2,548,473 | 4,119,553 |
| – | 96,562,006 | 1,571,080 | 98,133,086 | 2,548,473 | 100,681,559 | |
| 2010 | ||||||
| Liabilities recorded at | Others not covered by | |||||
| Derivatives | amortised cost | Other financial liabilities | Subtotal | IFRS 7 | Total | |
| Non-current liabilities | ||||||
| Medium and long-term loans – net of short | ||||||
| term portion (note 12) | – | 319,137,036 | – | 319,137,036 | – | 319,137,036 |
| – | 319,137,036 | – | 319,137,036 | – | 319,137,036 | |
| Current liabilities | ||||||
| Short-term loans and other loans (note | ||||||
| 12) | – | 94,270,582 | – | 94,270,582 | – | 94,270,582 |
| Other creditors | – – |
– 94,270,582 |
655,405 655,405 |
655,405 | 335,719 | 991,124 |
| 94,925,987 | 335,719 | 95,261,706 |
Considering the nature of the balances, the amounts to be paid and received to / from 'State and other public entities' were considered outside the scope of IFRS 7. Also, the captions 'Other current assets' and 'Other current liabilities' were not included in this note, as the nature of such amounts are not within the scope of IFRS 7.
At 30 June 2011 and 2010, this caption included the following investments in Group companies:
| Company | 2011 | 2010 |
|---|---|---|
| Optimus - Comunicações, S.A. ('Optimus') | 898,576,231 | 764,876,231 |
| Sonae Telecom, S.G.P.S., S.A. ('Sonae Telecom') | 107,289,987 | 107,289,987 |
| Sonaetelecom BV | 75,009,902 | 44,209,902 |
| Sonae com – Sistemas de Informação, S.G.P.S., S.A. ('Sonae com SI') | 52,241,587 | 52,241,587 |
| Sonaecom BV | 25,020,000 | 20,000 |
| Be Artis – Concepção, Construção e Gestão de Redes de Comunicações, S.A. ('Be Artis') | 8,230,885 | 8,230,885 |
| Sontária - Empreendimentos Imobiliários, S.A. ('Sontária') | 6,120,239 | - |
| Miauger – Organização e Gestão de Leilões Electrónicos, S.A. ('Miauger') | 4,568,100 | 4,568,100 |
| Público - Comunicação Social, S.A. ('Público') | 1,000,000 | - |
| PCJ - Público, Comunicação e Jornalismo, S.A. ('PCJ') | 50,000 | - |
| 1,178,106,931 | 981,436,692 | |
| Impairment losses (note 13) | (77,409,902) | (46,609,902) |
| Total investments in Group companies | 1,100,697,029 | 934,826,790 |
The movements that occurred in investments in Group companies during the periods ended 30 June 2011 and 2010, were as follows:
| Company | Balance at 31 December 2010 |
Additions | Disposals | Transfers and write offs |
Balance at 30 June 2011 |
|---|---|---|---|---|---|
| Optimus | 764,876,231 | 133,700,000 | – | – | 898,576,231 |
| Sonae Telecom | 107,289,987 | – | – | – | 107,289,987 |
| 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 |
| Be Artis | 8,230,885 | – | – | – | 8,230,885 |
| Sontária | 6,120,239 | – | – | – | 6,120,239 |
| Miauger | 4,568,100 | – | – | – | 4,568,100 |
| PCJ | 50,000 | – | – | – | 50,000 |
| Público | – | 1,000,000 | – | – | 1,000,000 |
| 1,043,406,931 | 134,700,000 | – | – | 1,178,106,931 | |
| Impairment losses (note 13) | (46,609,902) | (916,000) | – | (29,884,000) | (77,409,902) |
| 996,797,029 | 134,700,000 | – | – | 1,100,697,029 |
| Balance at 31 December 2009 |
Additions | Disposals Transfers and write offs |
Balance at 30 June 2010 |
||
|---|---|---|---|---|---|
| Optimus | 764,876,231 | – | – | – | 764,876,231 |
| Sonae Telecom | 105,799,987 | 1,490,000 | – | – | 107,289,987 |
| Sonae com SI | 52,241,587 | – | – | – | 52,241,587 |
| Sonaetelecom BV | 44,209,902 | – | – | – | 44,209,902 |
| Miauger | 4,568,100 | – | – | – | 4,568,100 |
| Be Artis | 50,000 | – | – | 8,180,885 | 8,230,885 |
| Sonaecom BV | 20,000 | – | – | – | 20,000 |
| 971,765,807 | 1,490,000 | - | 8,180,885 | 981,436,692 | |
| Impairment losses (note 13) | (46,609,902) | – | – | – | (46,609,902) |
| 925,155,905 | 1,490,000 | – | 8,180,885 | 934,826,790 |
The amount of Euro 133,700,000 under the caption 'Additions' at Optimus relates to the acquisition of 10.60% of share capital of this subsidiary to Sonaecom BV. Now, the company holds 64.14% of Optimus share capital.
The amount of Euro 1,000,000 relates to the acquisition of the entire share capital of Público – Comunicação Social, S.A. to Sonaetelecom BV.
The variation in 'Impairment losses' result from the increase made in the amount of Euro 916,000 and the transfer of Euro 29,884,000 to the caption 'Other non-current assets' (note 6).
The Company presents separate consolidated financial statements at 30 June 2011, in accordance with International Financial Reporting Standards (IAS / IFRS) as adopted by the European Union, which presents total consolidated assets of Euro 1,835,511,493, total consolidated liabilities of Euro 846,135,908, consolidated operational revenues of Euro 429,742,191 and consolidated Shareholders' funds of Euro 989,375,585, including a consolidated net profit (attributable to the Shareholders of the parent company – Sonaecom, S.G.P.S., S.A.) for the period ended at 30 June 2011 of Euro 31,888,429.
At 30 June 2011 and 2010, the main financial information regarding the subsidiaries directly owned by the Company is as follows (values in accordance with IAS / IFRS):
| 2011 | 2010 | ||||||
|---|---|---|---|---|---|---|---|
| Company | Head office | % holding Shareholders' funds | Net profit / (loss) | % holding | Shareholders' funds | Net profit / (loss) | |
| Optimus | Maia | 64.14% | 468,231,325 | 19,029,453 | 53.54% | 511,325,116 | (2,797,388) |
| Sonae Telecom | Maia | 100% | 165,246,529 | (5,505) | 100% | 165,256,324 | (33,873) |
| Sonae com SI | Maia | 100% | 39,920,232 | 369,649 | 100% | 37,070,016 | 439,960 |
| Miauger | Maia | 100% | 962,755 | (297,283) | 100% | 1,288,035 | (1,032,806) |
| Sonaetelecom BV | Amesterdam | 100% | 1,665,924 | 1,421,483 | 100% | 1,035,202 | (5,295,121) |
| Sonaecom BV | Amesterdam | 100% | 14,448,923 | 952,675 | 100% | (17,023,213) | (566,553) |
| Be Artis | Maia | 100% | 155,783,371 | (11,478,277) | 100% | 106,166,813 | (2,558,152) |
| PCJ (a) | Maia | 100% | 13,251,168 | 211,168 | – | – | – |
| Público (b) | Oporto | 100% | 207,991 | (1,573,514) | – | – | – |
| Sontária (c) | Maia | 100% | 836,436 | 202,634 | – | – | – |
(a) Company established in December 2010.
(b) Company adquired in January 2011.
(c) Company adquired in December 2010.
At 30 June 2011, Sonaecom owned, indirectly, through Sonae Telecom S.G.P.S., S.A., an additional shareholding of 35.86% in Optimus – Comunicações, S.A., amounting to 100% of participation.
The evaluation of the existence of impairment losses for the main investments in the Group companies is made by taking into account the cash-generating units, based on most up-to-date business plans duly approved by the Group's Board of Directors, which include projected cash flows for periods of five years. 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, the Group considered a growth rate of circa 3% or others considered more conservative, for specific cases. 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.
| Discount rate | |
|---|---|
| Telecommunications | 9.00% |
| Multimedia | 9.45% |
| Information systems | 11.22% |
At 30 June 2011 and 2010, this caption was made up as follows:
| 2011 | 2010 | |
|---|---|---|
| Financial assets | ||
| Medium and long-term loans granted to Group companies: | ||
| Be Artis | 317,090,000 | 258,345,000 |
| Sonaecom BV | 23,618,000 | 213,668,000 |
| Sonaetelecom BV | 5,000,000 | 17,741,000 |
| Sonae com SI | 17,850,000 | 16,800,000 |
| PCJ | 5,000,000 | – |
| Sontária | 2,676,637 | – |
| Lugares Virtuais | 1,170,000 | 1,530,000 |
| Wedo Consulting | – | 1,490,000 |
| 372,404,637 | 509,574,000 | |
| Supplementary capital: | ||
| Be Artis | 165,889,115 | 107,459,115 |
| Sonae Telecom SGPS | 38,630,000 | – |
| PCJ | 12,990,000 | – |
| Público | 1,160,000 | – |
| Miauger | 800,000 | 800,000 |
| Sonaetelecom BV | – | 26,500,000 |
| 219,469,115 | 134,759,115 | |
| 591,873,752 | 644,333,115 | |
| Accumulated impairment losses (note 13) | (4,624,100) | (28,388,099) |
| 587,249,652 | 615,945,016 |
During the periods ended at 30 June 2011 and 2010, the movements that occurred in 'Medium and long-term loans granted to Group companies' were as follows:
| 2011 | |||||
|---|---|---|---|---|---|
| Company | Opening balance | Increases | Decreases | Transfers | Closing balance |
| Be Artis | 175,720,000 | 141,370,000 | – | – | 317,090,000 |
| Sonaecom BV | 168,158,000 | – | (144,540,000) | – | 23,618,000 |
| Sonae com SI | 21,190,000 | – | (3,340,000) | – | 17,850,000 |
| Sonaetelecom BV | 18,141,000 | – | (13,141,000) | – | 5,000,000 |
| Sontária | 2,676,637 | – | – | – | 2,676,637 |
| Lugares Virtuais | 1,170,000 | – | – | – | 1,170,000 |
| Wedo Consulting | 520,000 | – | (520,000) | – | – |
| PCJ | – | 5,000,000 | – | – | 5,000,000 |
| 387,575,637 | 146,370,000 | (161,541,000) | – | 372,404,637 |
| 2010 | |||||
|---|---|---|---|---|---|
| Company | Opening balance | Increases | Decreases | Transfers | Closing balance |
| Be Artis | 271,915,000 | 87,090,000 | (100,660,000) | – | 258,345,000 |
| Sonaecom BV | 199,088,000 | 22,840,000 | (8,260,000) | – | 213,668,000 |
| Sonaetelecom BV | 28,521,000 | 4,420,000 | (15,200,000) | – | 17,741,000 |
| Wedo Consulting | 8,490,000 | – | (7,000,000) | – | 1,490,000 |
| Sonae com SI | 7,350,000 | 9,450,000 | – | – | 16,800,000 |
| Lugares Virtuais | 1,030,000 | 600,000 | (100,000) | – | 1,530,000 |
| 516,394,000 | 124,400,000 | (131,220,000) | – | 509,574,000 |
During the periods ended at 30 June 2011 and 2010, the movements in 'Supplementary capital' were as follows:
| 2011 | |||||
|---|---|---|---|---|---|
| Company | Opening balance | Increases | Decreases | Transfers | Closing balance |
| Be Artis | 165,889,115 | – | – | – | 165,889,115 |
| Sonae Telecom SGPS | 38,630,000 | – | – | – | 38,630,000 |
| Miauger | 800,000 | – | – | – | 800,000 |
| PCJ | – | 12,990,000 | – | – | 12,990,000 |
| Público | – | 19,000,000 | (17,840,000) | – | 1,160,000 |
| 205,319,115 | 31,990,000 | (17,840,000) | – | 219,469,115 |
| 2010 | |||||
|---|---|---|---|---|---|
| Company | Opening balance | Increases | Decreases | Transfers | Closing balance |
| Be Artis | 115,640,000 | – | – | (8,180,885) | 107,459,115 |
| Sonae Telecom SGPS | 15,788,458 | – | (15,788,458) | – | – |
| Sonaetelecom BV | 11,500,000 | 15,000,000 | – | – | 26,500,000 |
| Miauger | 800,000 | – | – | – | 800,000 |
| 143,728,458 | 15,000,000 | (15,788,458) | (8,180,885) | 134,759,115 |
During the periods ended at 30 June 2011 and 2010, the loans granted to Group companies earned interest at market rates with an average interest rate of 3.987% and 1.70%, respectively. Supplementary capital is non-interest bearing.
The movement under the caption 'Accumulated impairment losses' results from the transfer in the amount of Euro 29,884,000 to the caption 'Investments in Group companies' (note 5), partially offset by the reinforcements performed during the period, in the amount of Euro 2,320,000 (note 13).
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 business plans duly approved by the Group's Board of Directors, which include projected cash flows for periods of five years. The discount rates used and the perpetuity growth considered are presented in the previous note (note 5). In perpetuity, the Company considered a growth rate of circa 3% and others considered more conservative, for specific cases. 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.
The movement in deferred tax liabilities in the periods ended at 30 June 2011 and 2010 was as follows:
| 2011 | 2010 | |
|---|---|---|
| Opening balance | - | 10,480 |
| Impact on results | ||
| Tax results | - | 138,110 |
| IFRS adjustments | - | (10,480) |
| Closing balance | - | 138,110 |
At 30 June 2011, 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:
| Year of origin | Tax losses | Provisions not acceptable for tax purposes |
Total | Deferred tax assets |
|---|---|---|---|---|
| 2001 | - | 3,463,000 | 3,463,000 | 917,695 |
| 2002 | - | 11,431,819 | 11,431,819 | 3,029,432 |
| 2003 | - | 31,154,781 | 31,154,781 | 8,256,017 |
| 2004 | - | 9,662,981 | 9,662,981 | 2,560,690 |
| 2005 | - | (3,033,899) | (3,033,899) | (803,983) |
| 2006 | 20,982,265 | (149,858) | 20,832,407 | 5,205,854 |
| 2007 | 54,563,604 | (537,036) | 54,026,568 | 13,498,586 |
| 2008 | - | 9,893,940 | 9,893,940 | 2,621,894 |
| 2009 | - | 9,903,475 | 9,903,475 | 2,624,421 |
| 2010 | - | 8,225,377 | 8,225,377 | 2,179,725 |
| 2011 | - | 4,139,003 | 4,139,003 | 1,096,836 |
| 75,545,869 | 84,153,583 | 159,699,452 | 41,187,167 |
The rate used at 30 June 2011 to calculate the deferred tax assets/liabilities relating to tax losses carried forward was of 25%, and of 26.5% for remaining deferred tax assets and liabilities. It wasn't 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.
The reconciliation between the earnings before tax and the tax recorded for the periods ended at 30 June 2011 and 2010 is as follows:
| 2011 | 2010 | |
|---|---|---|
| Earnings before tax | 1,544,964 | 6,918,763 |
| Income tax rate (25%) | (386,241) | (1,729,691) |
| Correction to previous year tax | (334,971) | - |
| Movements in provisions not accepted for tax purposes | (1,122,969) | (1,033,420) |
| Other taxes related with current income tax | (25,576) | (33,534) |
| Adjustments to the taxable income | - | 2,635,481 |
| Income taxation recorded in the period | (1,869,757) | (161,164) |
The adjustments to the taxable income relates, mainly, to dividends received in the period ended at 30 June 2011(note 15), which do not contribute to the calculation of the taxable profit for the period.
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 impugnation is in
progress, in which circumstances, the periods are extended or suspended. Consequently, tax returns of each year, since the year 2007 (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.
Supported by the Company's lawyers and tax consultants, the Board of Directors believes that there are no liabilities not provisioned in the financial statements, associated to probable tax contingencies that should have been recorded or disclosed in the accompanying financial statements, at 30 June 2011.
At 30 June 2011 and 2010, this caption was made up as follows:
| 2011 | 2010 | |
|---|---|---|
| Trade debtors | 13,480,662 | 3,706,805 |
| State and other public entities | 2,105,601 | 1,589,592 |
| Accumulated impairment losses on accounts receivables (note 13) | (1,930) | (1,930) |
| 15,584,333 | 5,294,467 |
At 30 June 2011 and 2010, the caption 'Other current debtors' included amounts to be received from subsidiary Group companies, relating to interests receivable from subsidiaries on Shareholders' loans, interest on treasury applications and services rendered (note 16).
The caption 'State and other public entities', at 30 June 2011 and 2010, includes the special advanced payment, retentions and taxes to be recovered.
At 30 June 2011 and 2010, the breakdown of cash and cash equivalents was as follows:
| 2011 | 2010 | |
|---|---|---|
| Cash | 10,519 | 10,454 |
| Bank deposits repayable on demand | 80,816 | 179,112 |
| Treasury applications | 21,645,000 | 1,995,000 |
| 21,736,335 | 2,184,566 |
At 30 June 2011 and 2010, the caption 'Treasury applications' had the following breakdown:
| 2011 | 2010 | |
|---|---|---|
| Bank applications | 15,000,000 | – |
| Wedo | 5,925,000 | 1,530,000 |
| PCJ | 590,000 | – |
| Lugares Virtuais | 130,000 | 245,000 |
| Público | – | 220,000 |
| 21,645,000 | 1,995,000 |
During the period ended at 30 June 2011, the above mentioned treasury applications bear interests at an average rate of 3.879% (1.17% in 2010).
At 30 June 2011 and 2010, the share capital of Sonaecom was comprised by 366,246,868 ordinary registered shares of 1 euro each. At those dates, the Shareholder structure was as follows:
| 2011 | 2010 | |||
|---|---|---|---|---|
| Number of shares | % | Number of shares | % | |
| Sontel BV | 194,063,119 | 52.99% | 183,374,470 | 50.07% |
| Atlas Service Belgium | 73,249,374 | 20.00% | 73,249,374 | 20.00% |
| Shares traded on the Portuguese Stock Exchange ('Free float') | 73,004,403 | 19.93% | 70,109,264 | 19.14% |
| Millenium BCP | 12,500,998 | 3.41% | 12,500,998 | 3.41% |
| Own shares | 9,045,200 | 2.47% | 8,264,325 | 2.26% |
| Santander Asset Management | 3,732,774 | 1.02% | 7,408,788 | 2.02% |
| Sonae SGPS | 650,000 | 0.18% | 838,649 | 0.23% |
| Efanor Investimentos, S.G.P.S., S.A. | 1,000 | 0.00% | 1,000 | 0.00% |
| Sonae Investments BV | – | – | 10,500,000 | 2.87% |
| 366,246,868 | 100.00% | 366,246,868 | 100.00% |
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 at 30 June 2011, Sonaecom delivered to its employees 1,764,157 own shares under its Medium Term Incentive Plans.
Additionally, during the period ended at 30 June 2011, Sonaecom acquired 1,553,000 shares (at an average price of Euro 1.432), holding at the end of the period 9,045,200 own shares, representative of 2.47% of its share capital, with an average price of Euro 1.503.
At 30 June 2011 and 2010, the caption 'Loans' had the following breakdown:
| Amount outstanding | |||||
|---|---|---|---|---|---|
| Issue denomination | Limit | Maturity | Type of reimbursement |
2011 | 2010 |
| 'Obrigações Sonaecom SGPS 2005' | 150,000,000 | Jun-13 | Final | 150,000,000 | 150,000,000 |
| 'Obrigações Sonaecom SGPS 2010' | 40,000,000 | Mar-15 | Final | 40,000,000 | 40,000,000 |
| 'Obrigações Sonaecom SGPS 2010' Costs associated with setting-up the |
30,000,000 | Feb-13 | Final | 30,000,000 | 30,000,000 |
| financing | – | – | – | (1,545,828) | (2,221,078) |
| Interests incurred but not yet due | – | – | – | 886,154 | 746,403 |
| 219,340,326 | 218,525,325 | ||||
| Commercial paper | 150,000,000 | Jul-12 | – | 149,950,000 | 100,500,000 |
| Interests incurred but not yet due | – | – | – | 238,886 | 111,711 |
| 150,188,886 | 100,611,711 | ||||
| 369,529,212 | 319,137,036 |
| Amount outstanding | |||||
|---|---|---|---|---|---|
| Issue denomination | Limit | Maturity | Type of reimbursement |
2011 | 2010 |
| Commercial paper | 50,000,000 | Jan-11 | – | – | 21,450,000 |
| Commercial paper | 30,000,000 | Apr-12 | – | – | 5,000,000 |
| Commercial paper | 15,000,000 | Jun-12 | – | 12,000,000 | – |
| Commercial paper | 10,000,000 | Nov-11 | – | 10,000,000 | – |
| Interest incurred but not yet due | – | – | – | 35,048 | 29,400 |
| 22,035,048 | 26,479,400 | ||||
| Tresuary applications | – | – | – | 66,264,179 | 67,791,182 |
| Overdrafts facilities – CGD | – | – | – | 6,150,000 | – |
| Bank overdrafts | – | – | – | 2,112,779 | – |
| 96,562,006 | 94,270,582 |
In June 2005, Sonaecom signed a Bond Loan, privately placed, amounting to 150 million euros without guarantees and with a maturity of eight years. The bonds bear interest at floating rate, indexed to Euribor and paid semiannually. This issue was organised and mounted by Millennium BCP Investimento.
In February and March 2010, Sonaecom signed two other Bond Loan, both privately placed, in the amount of 30 and 40 million euros, without guarantees and maturities of 3 and 5 years respectively. Both loans bear interest at floating rate indexed to Euribor, and paid semiannually. The issues were organised if mounted by, respectively, Banco Espirito Santo de Investimento and Caixa - Banco de Investimento. These bond issues were traded on Euronext Lisbon market.
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.
The average interest rate of the bond loans, in the period, was 2.513% (1.94% in 2010).
In July 2007, Sonaecom contracted a Commercial Paper Programme Issuance with a maximum amount of Euro 250 million with subscription grant and maturity of five years, organised by Banco Santander de Negócios Portugal and by Caixa – Banco de Investimento. According to the original terms, this programme was reduced to the amount of Euro 150 million in July 2010.
The placing underwriting consortium is composed by the following institutions: Banco Santander Totta, Caixa Geral de Depósitos, Banco BPI, Banco Bilbao Vizcaya Argentaria (Portugal), Banco Comercial Português and BNP Paribas (in Portugal).
Additionally, Sonaecom has three others Commercial Paper Programmes Issuance with subscription guarantee and the following characteristics:
| Amount | Hire date | Subscription guarantee | Maturity |
|---|---|---|---|
| Caja de Ahorros Y Monte de Piedad de Madrid (representative | |||
| Euro 30 million | April 2010 | in Portugal) and Banco BPI | one year, possibly renewable |
| Euro 15 million | June 2010 | Caixa Económica Montepio Geral | one year, possibly renewable |
| Euro 10 million | November 2010 | Banco Popular | one year, possibly renewable |
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 bank credit lines for short term, in the form of current or overdraft account commitments, in the amount of Euro 19 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.
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 2011 and 2010, the detail of 'Treasury applications' received from subsidiaries was as follows:
| 2011 | 2010 | |
|---|---|---|
| Optimus | 30,521,134 | 55,828,107 |
| Be Towering | 12,335,286 | 4,465,454 |
| Be Artis | 8,663,548 | – |
| Sonaetelecom BV | 6,689,305 | – |
| Digitmarket | 4,561,176 | 4,672,074 |
| Mainroad | 1,695,714 | 1,291,654 |
| Miauger | 974,661 | 1,422,751 |
| Público | 350,933 | 85 |
| Sontária | 250,858 | – |
| Saphety | 130,757 | 80,279 |
| Sonae com SI | 90,351 | 351 |
| Lugares Virtuais | 358 | 68 |
| Sonae Telecom | 68 | 30,061 |
| Wedo Consulting | 30 | 298 |
| 66,264,179 | 67,791,182 |
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 2011 and 2010, the treasury applications earned an average interest rate of 0.966% and 0.37%, respectively.
At 30 June 2011 and 2010, 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):
| N+1 | N+2 | N+3 | N+4 | N+5 | |
|---|---|---|---|---|---|
| 2011 | |||||
| Bond loan | |||||
| Reimbursements | – | 180,000,000 | – | 40,000,000 | – |
| Interests | 6,322,700 | 5,821,422 | 1,402,400 | 1,029,707 | – |
| Commercial paper | |||||
| Reimbursements | – | 149,950,000 | – | – | – |
| Interests | 2,344,000 | 199,079 | – | – | – |
| 8,666,700 | 335,970,501 | 1,402,400 | 41,029,707 | – | |
| 2010 | |||||
| Bond loan | |||||
| Reimbursements | – | – | 180,000,000 | – | 40,000,000 |
| Interests | 4,867,600 | 4,880,936 | 4,441,462 | 1,178,800 | 865,530 |
| Commercial paper | |||||
| Reimbursements | – | – | 100,500,000 | – | – |
| Interests | 1,032,625 | 1,035,454 | 84,873 | – | – |
| 5,900,225 | 5,916,390 | 285,026,335 | 1,178,800 | 40,865,530 |
Although the maturity of commercial paper issuance is six months, the counterparties assumed the placement and the maintenance of those limits for a period of five years. As so, such liabilities are recorded in the medium and long term.
At 30 June 2011 and 2010, the available credit lines of the Company are as follows:
| Maturity | |||||
|---|---|---|---|---|---|
| Amount | More than 12 | ||||
| Credit | Limit | outstanding | Amount available | Until 12 months | months |
| 2011 | |||||
| Commercial paper | 150,000,000 | 149,950,000 | 50,000 | x | |
| Commercial paper | 30,000,000 | - | 30,000,000 | x | |
| Commercial paper | 15,000,000 | 12,000,000 | 3,000,000 | x | |
| Commercial paper | 10,000,000 | 10,000,000 | – | x | |
| Bond loan | 150,000,000 | 150,000,000 | – | x | |
| Bond loan | 30,000,000 | 30,000,000 | – | x | |
| Bond loan | 40,000,000 | 40,000,000 | – | x | |
| Overdraft facilities | 16,500,000 | 6150000 | 10,350,000 | x | |
| Authorised overdrafts | 2,500,000 | 2,112,779 | 387,221 | x | |
| 444,000,000 | 400,212,779 | 43,787,221 | |||
| 2010 | |||||
| Commercial paper | 150,000,000 | 100,500,000 | 49,500,000 | x | |
| Commercial paper | 100,000,000 | – | 100,000,000 | x | |
| Commercial paper | 50,000,000 | 21,450,000 | 28,550,000 | x | |
| Commercial paper | 30,000,000 | 5,000,000 | 25,000,000 | x | |
| Bond loan | 15,000,000 | – | 15,000,000 | x | |
| Bond loan | 150,000,000 | 150,000,000 | – | x | |
| Bond loan | 40,000,000 | 40,000,000 | – | x | |
| Bond loan | 30,000,000 | 30,000,000 | – | x | |
| Overdraft facilities | 16,500,000 | – | 16,500,000 | x | |
| Overdraft facilities | 10,000,000 | – | 10,000,000 | x | |
| Authorised overdrafts | 2,500,000 | – | 2,500,000 | x | |
| 594,000,000 | 346,950,000 | 247,050,000 |
At 30 June 2011 and 2010, there are no interest rate hedging instruments, so the total gross debt is exposed to changes in the interest rates.
The movements in provisions and in accumulated impairment losses in the periods ended at 30 June 2011 and 2010 were as follows:
| Opening balance | Increases | Transfers | Decreases | Closing balance | |
|---|---|---|---|---|---|
| 2011 | |||||
| Accumulated impairment losses on accounts receivables (Note 8) | 1,930 | – | – | – | 1,930 |
| Accumulated impairment losses on investments in Group companies ( Notes 5 and 16) | 46,609,902 | 916,000 | 29,884,000 | – | 77,409,902 |
| Accumulates impairment losses on other non-current assets (Notes 6 and 16) | 32,188,100 | 2,320,000 | (29,884,000) | – | 4,624,100 |
| Provisions for other liabilities and charges | 56,487 | 12,167 | – | – | 68,654 |
| 78,856,419 | 3,248,167 | – | – | 82,104,586 | |
| 2010 | |||||
| Accumulated impairment losses on accounts receivables (Note 8) | 1,930 | – | – | – | 1,930 |
| Accumulated impairment losses on investments in Group companies ( Notes 5 and 16) | 46,609,902 | – | – | – | 46,609,902 |
| Accumulates impairment losses on other non-current assets (Notes 6 and 16) | 24,254,422 | 4,133,677 | – | – | 28,388,099 |
| Provisions for other liabilities and charges | 41,634 | 11,139 | – | – | 52,773 |
| 70,907,888 | 4,144,816 | – | – | 75,052,704 |
The increases in provisions and impairment losses are recorded under the caption 'Provisions and impairment losses' in the profit and loss statement with the exception of the impairment losses in investments in Group companies and other non-current assets, which, due to their nature, are recorded as a financial expense under the caption 'Gains and losses on Group companies' (note 16).
At 30 June 2011, the increase of 'Provisions for other liabilities and charges' includes the amount of Euro 12,167, registered in the financial statements, under the caption 'Income taxation'.
At 30 June 2011 and 2010, this caption was made up as follows:
| 2011 | 2010 | |
|---|---|---|
| Other creditors | 1,571,080 | 655,405 |
| State and other public entities | 2,548,473 | 335,719 |
| 4,119,553 | 991,124 |
At 30 June 2011 and 2010, this caption was made up as follows:
| 2011 | 2010 | |
|---|---|---|
| Specialised work | 898,626 | 960,191 |
| Fees | 44,747 | 195,494 |
| Rents and travelling expenses | 66,422 | 169,666 |
| Travel and accommodation | 44,607 | 79,625 |
| Other external supplies and services | 78,536 | 147,747 |
| 1,132,938 | 1,552,723 |
Net financial results for the periods ended 30 June 2011 and 2010 are made up as follows:
| 2011 | 2010 | |
|---|---|---|
| Gains and losses on investments in Group companies | ||
| Losses related to Group companies (Notes 5, 6 and 13) | (3,236,000) | (4,133,677) |
| Gains related to Group companies | – | 10,500,000 |
| (3,236,000) | 6,366,323 | |
| Other financial expenses | ||
| Interest expenses: | ||
| Bank loans | (1,683,177) | (1,399,967) |
| Other loans | (3,207,523) | (2,195,615) |
| Overdrafts and others | (99) | (21,097) |
| (4,890,799) | (3,616,679) | |
| Foreign currency exchange losses | (212) | (3,231) |
| Other financial expenses | (159,659) | (74,962) |
| (159,871) | (78,193) | |
| (5,050,670) | (3,694,872) | |
| Other financial income | ||
| Interest income | 10,326,274 | 4,898,138 |
| Foreign currency exchange gains | 2 | 65 |
| 10,326,276 | 4,898,203 |
At 30 June 2010, the caption 'Gains related to Group companies' relates to the dividends received from Sonae Telecom.
The most significant balances and transactions with related parties (which are detailed in the appendix) at 30 June 2011 and 2010 were as follows:
| Balances at 30 June | |||||
|---|---|---|---|---|---|
| 2011 | |||||
| Other assets and | Loans granted / | ||||
| Accounts receivable | Accounts payable | Treasury applications | liabilities | (obtained) | |
| Optimus | 377,682 | (133,188) | – | 348,824 | (30,521,134) |
| Sonaecom BV | 8,656,039 | – | – | 101,554 | 23,618,000 |
| Be Artis | 3,548,047 | (1,709,735) | – | 1,116,968 | 308,426,452 |
| Sonaetelecom BV | 105,050 | – | – | 17,596 | (1,689,305) |
| Be Towering | 9,181 | – | – | – | (12,335,286) |
| Lugares Virtuais | 28,081 | (118,742) | 130,000 | 4,364 | 1,169,642 |
| Público | 86,984 | – | – | 9,716 | (350,932) |
| Digitmarket | 36,803 | (1,505) | – | (838) | (4,561,176) |
| Wedo | 95,233 | 862,634 | 5,925,000 | 63,803 | (30) |
| PCJ | 42,929 | – | 590,000 | 48,428 | 5,000,000 |
| Sonae com SI | 262,957 | (137,509) | – | 42,507 | 17,759,649 |
| Sontária | 23,030 | (266) | – | 87,344 | 2,425,779 |
| Mainroad | 55,024 | 37,025 | – | (1,111) | (1,695,714) |
| Miauger | – | (19,776) | – | – | (974,661) |
| Saphety | 45,553 | (5,226) | – | (10,240) | (130,757) |
| Others | 13,688 | (356,230) | – | 99,983 | (68) |
| 13,386,281 | (1,582,518) | 6,645,000 | 1,928,898 | 306,140,459 |
| Balances at 30 June 2010 |
|||||
|---|---|---|---|---|---|
| Accounts receivable | Accounts payable | Treasury applications | Other assets and liabilities |
Loans granted / (obtained) |
|
| Optimus | 362,414 | 292,413 | – | 3,768,423 | (55,828,107) |
| Sonaecom BV | 794,377 | – | – | 260,569 | 213,668,000 |
| Be Artis | 1,672,414 | 802 | – | 547,759 | 258,345,000 |
| Sonaetelecom BV | 87,020 | – | – | 21,112 | 17,741,000 |
| Be Towering | 29,588 | – | – | 7,382 | (4,465,454) |
| Lugares Virtuais | 7,779 | – | 245,000 | (158,657) | 1,529,932 |
| Público | 5,124 | – | 220,000 | 57,996 | (85) |
| Digitmarket | 1,744 | 1,505 | – | (812) | (4,672,074) |
| Wedo | 55,659 | – | 1,530,000 | 546,705 | 1,489,702 |
| Sonae com SI | 36,539 | 9,895 | – | 21,992 | 16,799,649 |
| Others | 32,907 | 277,486 | – | 88,397 | (2,824,745) |
| 3,085,565 | 582,101 | 1,995,000 | 5,160,866 | 441,782,818 |
| Transactions at 30 June 2011 |
||||
|---|---|---|---|---|
| Sales and services rendered |
Supplies and services received |
Interest and similar income / (expense) |
Supplementary income | |
| Optimus | 1,729,866 | 594,201 | 1,438 | 87,359 |
| Be Artis | – | (3,460) | 6,421,166 | (41) |
| Be Towering | – | (28,832) | (26,368) | – |
| Wedo | 77,425 | – | 70,001 | – |
| Sonaecom BV | – | – | 2,708,401 | – |
| PCJ | – | – | 91,357 | – |
| Others | 185,368 | 128,173 | 600,049 | – |
| 1,992,659 | 690,082 | 9,866,044 | 87,318 |
| Transactions at 30 June 2010 |
||||
|---|---|---|---|---|
| Sales and services | Supplies and services | Interest and similar | ||
| rendered | received | income / (expense) | Supplementary income | |
| Optimus | 2,886,685 | 554,968 | (98,500) | 2,285 |
| Be Artis | 142,162 | (53,552) | 2,839,720 | (42) |
| Be Towering | 32,256 | (31,799) | (4,559) | – |
| Wedo | 78,528 | – | 140,324 | – |
| Sonaecom BV | – | – | 1,531,012 | – |
| Sonae SGPS | – | – | 269,428 | – |
| Others | 102,018 | 204,358 | 294,101 | (82,326) |
| 3,241,649 | 673,975 | 4,971,526 | (80,083) |
All the above transactions were made at market prices.
Guarantees provided to third parties at 30 June 2011 and 2010 were as follows:
| Beneficiary | Description | 2011 | 2010 |
|---|---|---|---|
| Direcção de Contribuições e Impostos (Portuguese tax authorities) | VAT reimbursements | 8,115,243 | 8,115,243 |
| 8,115,243 | 8,115,243 |
In addition to these guarantees, there were set up two sureties for the current fiscal processes. The Sonae SGPS constituted a Sonaecom SGPS surety to the amount of Euro 2,844,270 and Sonaecom SGPS constituted a Optimus surety for the amount of Euro 9,264,267.
At 30 June 2011 and 2010, the Company´s Board of Directors 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 period (minus Euro 324,794 in 2011 and Euro 6,757,599 in 2010) by the average number of shares outstanding during the periods ended at 30 June 2011 and 2010, net of own shares (357,124,479 in 2011 and Euro 358,252,280 in 2010).
In June 2000, the Company created a discretionary Medium Term Incentive Plan for more senior employees, based on Sonaecom options and shares and Sonae S.G.P.S., 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 30 June 2011 can be summarised as follows:
| Vesting period | 30 June 2011 | ||||
|---|---|---|---|---|---|
| Share price at award date* |
Award date | Vesting date | Aggregate number of participations |
Number of shares | |
| Sonaecom shares | |||||
| 2007 Plan | 2.447 | 10 Mar 08 | 09 Mar 11 | – | – |
| 2008 Plan | 1.117 | 10 Mar 09 | 09 Mar 12 | 4 | 325,098 |
| 2009 Plan | 1.685 | 10 Mar 10 | 08 Mar 13 | 4 | 232,349 |
| 2010 Plan | 1.399 | 10 Mar 11 | 10 Mar 14 | 3 | 241,773 |
| Sonae SGPS shares | |||||
| 2007 Plan | 1.16 | 10 Mar 08 | 09 Mar 11 | – | – |
| 2008 Plan | 0.526 | 10 Mar 09 | 09 Mar 12 | 4 | 405,776 |
| 2009 Plan | 0.761 | 10 Mar 10 | 08 Mar 13 | 4 | 314,954 |
| 2010 Plan | 0.811 | 10-Mar-11 | 10-Mar-14 | 3 | 260,365 |
*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.
During the period ended at 30 June 2011, the movements that occurred in the plans can be summarised 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 2010: | ||||
| Unvested | 55 | 867,246 | 9 | 772,873 |
| Total | 55 | 867,246 | 9 | 772,873 |
| Movements in year: | ||||
| Awarded | 2 | 186,819 | 2 | 214,846 |
| Vested | (10) | (154,625) | (3) | (164,685) |
| Cancelled / lapsed* | (36) | (100,220) | 3 | 158,061 |
| Outstanding at 30 June 2011: | ||||
| Unvested | 11 | 799,220 | 11 | 981,095 |
| Total | 11 | 799,220 | 11 | 981,095 |
* 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.
For Sonaecom's share plans, the responsibility was calculated taking into consideration the share price at the corresponding award date. The total responsibility for the mentioned plans is Euro 567,766 and was recorded under the caption 'Medium Term Incentive Plans Reserve'. For the Sonae SGPS share plan, the Group entered into hedging contracts with external entities, and the liabilities are calculated based on the prices agreed on those contracts, with the exception of the plan attributed in 2011 which was hedged in July 2011, and which responsibility is calculated based on the share price at balance sheet date. The responsibility for these plans is recorded under the captions 'Other current liabilities' and 'Other non-current liabilities'.
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 2011, were as follows:
| Value | |
|---|---|
| Costs recognised in previous years | 4,670,298 |
| Costs recognised in the period | 329,167 |
| Costs of plans vested in previous years | (3,584,469) |
| Costs of plans vested in the period | (478,177) |
| 936,819 | |
| Recorded in other current liabilities | 167,721 |
| Recorded in other non current liabilities | 201,332 |
| Recorded in reserves | 567,766 |
These financial statements were approved by the Board of Directors on 22 July 2011.
These financial statements are a translation of financial statements originally issued in Portuguese in accordance 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 in other countries. In the event of discrepancies, the Portuguese language version prevails.
At 30 June 2011, the related parties of Sonaecom, S.G.P.S. are as follows:
| Key management personnel - Sonaecom | |||
|---|---|---|---|
| Ana Cristina Dinis da Silva Fanha Vicente Soares | Gervais Pellissier | ||
| Ana Paula Garrido Pina Marques | Jean François Pontal | ||
| Ângelo Gabriel Ribeirinho dos Santos Paupério | José Manuel Pinto Correia | ||
| António Bernardo Aranha da Gama Lobo Xavier | Manuel Antonio Neto Portugal Ramalho Eanes | ||
| António de Sampaio e Mello | Maria Cláudia Teixeira de Azevedo | ||
| David Hobley | Miguel Nuno Santos Almeida | ||
| David Graham Shenton Bain | Nuno Manuel Moniz Trigoso Jordão | ||
| David Pedro Oliveira Parente Ferreira Alves | Paulo Joaquim dos Santos Plácido | ||
| Duarte Paulo Teixeira de Azevedo | Pedro Rafael de Sousa Nunes Pedro | ||
| Franck Emmanuel Dangeard | Rui José Silva Goncalves Paiva |
| Key management personnel - Sonae SGPS | |||
|---|---|---|---|
| Álvaro Carmona e Costa Portela | Luís Filipe Palmeira Lampreia | ||
| Álvaro Cuervo Garcia | Michel Marie Bon | ||
| Belmiro de Azevedo | Nuno Miguel Teixeira Azevedo |
| Sonaecom Group Companies | ||
|---|---|---|
| Be Artis – Concepção ,Construção e Gestão | Optimus – Comunicações, S.A. | |
| Redes Comunicações, S.A. | Sonaecom BV | |
| Be Towering – Gestão de Torres de | Sonaetelecom BV | |
| Telecomunicações, S.A. | Sonaecom, S.G.P.S., S.A. | |
| Cape Technologies Americas, Inc | Sonaecom – Sistemas de Información España, S.L. | |
| Cape Technologies Limited | Sontária - Empreendimentos Imobiliários, S.A. | |
| Digitmarket – Sistemas de Informação, S.A. | Tecnológica Telecomunicações LTDA. | |
| Lugares Virtuais, S.A. | Unipress – Centro Gráfico, Lda | |
| M3G – Edições Digitais, S.A. | WeDo Consulting – Sistemas de Informação, S.A. | |
| Mainroad – Serviços Tec. Informação, S.A. | WeDo Poland Sp. Z.o.o. | |
| Miauger – Organização e Gestão de Leilões | WeDo Technologies Egypt a Limited Liability | |
| Electrónicos., S.A. | Company | |
| PCJ - Público, Comunicação e Jornalismo, S.A. | WeDo Technologies Mexico, s de R.L. de C.V. | |
| Permar – Sociedade de Construções, S.A. | WeDo Technologies BV | |
| Praesidium Services Limited | WeDo Technologies Australia PTY Limited | |
| Público – Comunicação Social, S.A. | WeDo Technologies (UK) Limited | |
| Saphety Level – Trusted Services, S.A. | WeDo do Brasil – Soluções Informáticas, Ltda | |
| Sociedade Independente de Radiodifusão | WeDo Technologies BV – Sucursal Malaysis | |
| Sonora, S.A. | WeDo Technologies Chile SpA. | |
| Sonae Telecom, S.G.P.S., S.A. | We Do Technologies Panamá S.A. | |
| Sonae com – Sistemas Informação, S.G.P.S., S.A. | We Do Technologies Singapore PTE. LTD. |
| Sonae/Efanor Group Companies | |||
|---|---|---|---|
| 3DO Holding GmbH | Avenida M – 40, S.A. | ||
| 3DO Shopping Centre GmbH | Azulino Imobiliária, S.A. | ||
| 3shoppings – Holding,SGPS, S.A. | BA Business Angels, SGPS, SA | ||
| 8ª Avenida Centro Comercial, SA | BA Capital, SGPS, SA | ||
| ADD Avaliações Engenharia de Avaliações e Perícias Ltda | BB Food Service, S.A. | ||
| ADDmakler Administração e Corretagem de Seguros Ltda | Beralands BV | ||
| ADDmakler Administradora, Corretora de Seguros Partic. Ltda | Bertimóvel – Sociedade Imobiliária, S.A. | ||
| Adlands B.V. | BHW Beeskow Holzwerkstoffe | ||
| Aegean Park, S.A. | Bloco Q – Sociedade Imobiliária, S.A. | ||
| Agepan Eiweiler Management GmbH | Bloco W – Sociedade Imobiliária, S.A. | ||
| Agepan Flooring Products, S.A.RL | Boavista Shopping Centre BV | ||
| Agloma Investimentos, Sgps, S.A. | BOM MOMENTO – Comércio Retalhista, SA | ||
| Agloma-Soc.Ind.Madeiras e Aglom., S.A. | Canasta – Empreendimentos Imobiliários, S.A. | ||
| Águas Furtadas Sociedade Agrícola, SA | Carnes do Continente – Ind.Distr.Carnes, S.A. | ||
| Airone – Shopping Center, Srl | Casa Agrícola de Ambrães, S.A. | ||
| ALBCC Albufeirashopping C.Comercial SA | Casa da Ribeira – Hotelaria e Turismo, S.A. | ||
| ALEXA Administration GmbH | Cascaishopping – Centro Comercial, S.A. | ||
| ALEXA Asset GmbH & Co KG | Cascaishopping Holding I, SGPS, S.A. | ||
| ALEXA Holding GmbH | CCCB Caldas da Rainha - Centro Comercial,SA | ||
| ALEXA Shopping Centre GmbH | Centro Colombo – Centro Comercial, S.A. | ||
| Algarveshopping – Centro Comercial, S.A. | Centro Residencial da Maia,Urban., S.A. | ||
| Alpêssego – Soc. Agrícola, S.A | Centro Vasco da Gama – Centro Comercial, S.A. | ||
| Andar – Sociedade Imobiliária, S.A. | Change, SGPS, S.A. | ||
| Aqualuz – Turismo e Lazer, Lda | Chão Verde – Soc.Gestora Imobiliária, S.A. | ||
| Arat inmebles, S.A. | Cia.de Industrias e Negócios, S.A. | ||
| ARP Alverca Retail Park,SA | Cinclus Imobiliária, S.A. | ||
| Arrábidashopping – Centro Comercial, S.A. | Citorres – Sociedade Imobiliária, S.A. | ||
| Aserraderos de Cuellar, S.A. | Coimbrashopping – Centro Comercial, S.A. | ||
| Atlantic Ferries – Tráf.Loc,Flu.e Marít, S.A. | Colombo Towers Holding, BV | ||
| Avenida M – 40 B.V. | Contacto Concessões, SGPS, S.A. |
Contibomba – Comérc.Distr.Combustiveis, S.A. Gli Orsi Shopping Centre 1 Srl Contimobe – Imobil.Castelo Paiva, S.A. Glunz AG Continente Hipermercados, S.A. Glunz Service GmbH Contry Club da Maia-Imobiliaria, S.A. Glunz UK Holdings Ltd Cooper Gay Swett & Crawford Lt Glunz Uka Gmbh Craiova Mall BV GMET, ACE Cronosaúde – Gestão Hospitalar, S.A. Golf Time – Golfe e Invest. Turísticos, S.A. Cumulativa – Sociedade Imobiliária, S.A. Guimarãeshopping – Centro Comercial, S.A. Darbo S.A.S Harvey Dos Iberica, S.L. Deutsche Industrieholz GmbH Herco Consultoria de Riscos e Corretora de Seguros Ltda Discovery Sports, SA Iberian Assets, S.A. Dortmund Tower GmbH Igimo – Sociedade Imobiliária, S.A. Dos Mares – Shopping Centre B.V. Iginha – Sociedade Imobiliária, S.A. Dos Mares – Shopping Centre, S.A. Imoareia – Invest. Turísticos, SGPS, S.A. Ecociclo – Energia e Ambiente, S.A. Imobiliária da Cacela, S.A. Ecociclo II Imoclub – Serviços Imobilários, S.A. Edições Book.it, S.A. Imoconti – Soc.Imobiliária, S.A. Edificios Saudáveis Consultores, S.A. Imodivor – Sociedade Imobiliária, S.A. Efanor Investimentos, SGPS, S.A. Imoestrutura – Soc.Imobiliária, S.A. Efanor Serviços de Apoio à Gestão, S.A. Imoferro – Soc.Imobiliária, S.A. El Rosal Shopping, S.A. Imohotel – Emp.Turist.Imobiliários, S.A. Emfísico Boavista Imomuro – Sociedade Imobiliária, S.A. Empreend.Imob.Quinta da Azenha, S.A. Imopenínsula – Sociedade Imobiliária, S.A. Equador & Mendes, Lda Imoplamac Gestão de Imóveis, S.A. Espimaia – Sociedade Imobiliária, S.A. Imoponte – Soc.Imobiliaria, S.A. Estação Viana – Centro Comercial, S.A. Imoresort – Sociedade Imobiliária, S.A. Estêvão Neves – Hipermercados Madeira, S.A. Imoresultado – Soc.Imobiliaria, S.A. Euromegantic, Lteé Imosedas – Imobiliária e Seviços, S.A. Euroresinas – Indústrias Quimicas, S.A. Imosistema – Sociedade Imobiliária, S.A. Farmácia Selecção, S.A. Imosonae II Fashion Division Canárias, SL Impaper Europe GmbH & Co. KG Fashion Division, S.A. Implantação – Imobiliária, S.A. Fontana Corretora de Seguros Ltda Infofield – Informática, S.A. Fozimo – Sociedade Imobiliária, S.A. Infratroia, EM Fozmassimo – Sociedade Imobiliária, S.A. Inparsa – Gestão Galeria Comercial, S.A. Freccia Rossa – Shopping Centre S.r.l. Inparvi SGPS, S.A. Frieengineering International Ltda Integrum - Energia, SA Fundo de Invest. Imobiliário Imosede Integrum Colombo Energia, S.A. Fundo I.I. Parque Dom Pedro Shop.Center Integrum, SA Fundo Invest.Imob.Shopp. Parque D.Pedro Interlog – SGPS, S.A. Gaiashopping I – Centro Comercial, S.A. Investalentejo, SGPS, S.A. Gaiashopping II – Centro Comercial, S.A. Invsaude – Gestão Hospitalar, S.A. GHP Gmbh Ioannina Development of Shopping Centres, SA
La Farga – Shopping Center, SL Norteshopping – Centro Comercial, S.A. Laminate Park GmbH Co. KG Norteshopping Retail and Leisure Centre, BV Larim Corretora de Resseguros Ltda Nova Equador Internacional,Ag.Viag.T, Ld Larissa Develop. Of Shopping Centers, S.A. Nova Equador P.C.O. e Eventos Lazam – MDS Corretora e Administradora de Seguros, S.A. Operscut – Operação e Manutenção de Auto-estradas, S.A. LCC LeiriaShopping Centro Comercial SA OSB Deustchland Gmbh Le Terrazze - Shopping Centre 1 Srl PantheonPlaza BV Libra Serviços, Lda. Paracentro – Gest.de Galerias Com., S.A. Lidergraf – Artes Gráficas, Lda. Pareuro, BV Loop5 Shopping Centre GmbH Park Avenue Develop. of Shop. Centers S.A. Loureshopping – Centro Comercial, S.A. Parque Atlântico Shopping – C.C., S.A. Luz del Tajo – Centro Comercial S.A. Parque D. Pedro 1 B.V. Luz del Tajo B.V. Parque D. Pedro 2 B.V. Madeirashopping – Centro Comercial, S.A. Parque de Famalicão – Empr. Imob., S.A. Maiashopping – Centro Comercial, S.A. Parque Principado SL Maiequipa – Gestão Florestal, S.A. Pátio Boavista Shopping Ltda. Marcas do Mundo – Viag. e Turismo Unip, Lda Pátio Campinas Shopping Ltda Marcas MC, ZRT Pátio Goiânia Shopping Ltda Marimo – Exploração Hoteleira Imobiliária Pátio Londrina Empreend. e Particip. Ltda Marina de Tróia S.A. Pátio Penha Shopping Ltda. Marinamagic – Expl.Cent.Lúdicos Marít, Lda Pátio São Bernardo Shopping Ltda Marmagno – Expl.Hoteleira Imob., S.A. Pátio Sertório Shopping Ltda Martimope – Sociedade Imobiliária, S.A. Pátio Uberlândia Shopping Ltda Marvero – Expl.Hoteleira Imob., S.A. Peixes do Continente – Ind.Dist.Peixes, S.A. MDS Affinity - Sociedade de Mediação, Lda Pharmaconcept – Actividades em Saúde, S.A. MDS Consultores, S.A. PHARMACONTINENTE – Saúde e Higiene, S.A. MDS Corretor de Seguros, S.A. PJP – Equipamento de Refrigeração, Lda MDS SGPS, SA Plaza Éboli B.V. MDSAUTO - Mediação de Seguros, SA Plaza Éboli – Centro Comercial S.A. Megantic BV Plaza Mayor Holding, SGPS, SA Miral Administração e Corretagem de Seguros Ltda Plaza Mayor Parque de Ócio BV MJLF – Empreendimentos Imobiliários, S.A. Plaza Mayor Parque de Ocio, SA Modalfa – Comércio e Serviços, S.A. Plaza Mayor Shopping BV MODALLOOP – Vestuário e Calçado, S.A. Plaza Mayor Shopping, SA Modelo – Dist.de Mat. de Construção, S.A. Ploi Mall BV Modelo Continente Hipermercados, S.A. Plysorol, BV Modelo Continente Intenational Trade, SA Poliface North America Modelo Hiper Imobiliária, S.A. POLINSUR – Mediação de seguros, LDA Modelo.com – Vendas p/Correspond., S.A. PORTCC - Portimãoshopping Centro Comercial, SA Modus Faciendi - Gestão e Serviços, S.A. Porturbe – Edificios e Urbanizações, S.A. Movelpartes – Comp.para Ind.Mobiliária, S.A. Praedium – Serviços, S.A. Movimento Viagens – Viag. e Turismo U.Lda Praedium II – Imobiliária, S.A. Mundo Vip – Operadores Turisticos, S.A. Praedium SGPS, S.A. Munster Arkaden, BV Predicomercial – Promoção Imobiliária, S.A.
Isoroy SAS Norscut – Concessionária de Scut Interior Norte, S.A.
Prédios Privados Imobiliária, S.A. River Plaza Mall, Srl Predisedas – Predial das Sedas, S.A. River Plaza, BV Pridelease Investments, Ltd Rochester Real Estate, Limited Proj. Sierra Germany 4 (four) – Sh.C.GmbH RSI Corretora de Seguros Ltda Proj.Sierra Germany 2 (two) – Sh.C.GmbH S.C. Microcom Doi Srl Proj.Sierra Germany 3 (three) – Sh.C.GmbH Saúde Atlântica – Gestão Hospitalar, S.A. Proj.Sierra Italy 1 – Shop.Centre Srl SC – Consultadoria, S.A. Proj.Sierra Italy 2 – Dev. Of Sh.C.Srl SC – Eng. e promoção imobiliária,SGPS, S.A. Proj.Sierra Italy 3 – Shop. Centre Srl SC Aegean B.V. Proj.Sierra Italy 5 – Dev. Of Sh.C.Srl SC Assets SGPS, S.A. Proj.Sierra Portugal VIII – C.Comerc., S.A. SC Finance BV Project 4, Srl SC Mediterraneum Cosmos B.V. Project SC 1 BV SC, SGPS, SA Project SC 2 BV SCS Beheer, BV Project Sierra 2 B.V. Selfrio – Engenharia do Frio, S.A. Project Sierra 6 BV Selfrio,SGPS, S.A. Project Sierra 7 BV Selifa – Empreendimentos Imobiliários, S.A. Project Sierra 8 BV Sempre à Mão – Sociedade Imobiliária, S.A. Project Sierra 9 BV Sempre a Postos – Produtos Alimentares e Utilidades, Lda Project Sierra Brazil 1 B.V. SERENITAS-SOC.MEDIAÇÃO SEG.LDA Project Sierra Charagionis 1 S.A. Serra Shopping – Centro Comercial, S.A. Project Sierra Four, SA Sesagest – Proj.Gestão Imobiliária, S.A. Project Sierra Germany Shop. Center 1 BV Sete e Meio – Invest. Consultadoria, S.A. Project Sierra Germany Shop. Center 2 BV Sete e Meio Herdades – Inv. Agr. e Tur., S.A. Project Sierra Spain 1 B.V. Shopping Centre Parque Principado B.V. Project Sierra Spain 2 – Centro Comer. S.A. Shopping Penha B.V. Project Sierra Spain 2 B.V. Siaf – Soc.Iniciat.Aprov.Florestais - Energia, S.A. Project Sierra Spain 3 – Centro Comer. S.A. SIAL Participações Ltda Project Sierra Spain 3 B.V. Sierra Asset Management – Gest. Activos, S.A. Project Sierra Spain 6 – Centro Comer. S.A. Sierra Berlin Holding BV Project Sierra Spain 6 B.V. Sierra Central S.A.S Project Sierra Spain 7 – Centro Comer. S.A. Sierra Charagionis Develop.Sh. Centre S.A. Project Sierra Spain 7 B.V. Sierra Charagionis Propert.Management S.A. Project Sierra Three Srl Sierra Corporate Services – Ap.Gestão, S.A. Project Sierra Two Srl Sierra Corporate Services Holland, BV Promessa Sociedade Imobiliária, S.A. Sierra Develop.Iberia 1, Prom.Imob., S.A. Prosa – Produtos e serviços agrícolas, S.A. Sierra Development of Shopping Centres Greece, S.A. Puravida – Viagens e Turismo, S.A. Sierra Developments – Serv. Prom.Imob., S.A. Quorum Corretora de seguros LT Sierra Developments Germany GmbH Racionaliz. y Manufact.Florestales, S.A. Sierra Developments Holding B.V. RASO - Viagens e Turismo, S.A. Sierra Developments Italy S.r.l. RASO, SGPS, S.A. Sierra Developments Romania, Srl
Rio Sul – Centro Comercial, S.A. Sierra Developments Spain – Prom.C.Com.SL
Sierra Developments, SGPS, S.A. Sonae Industria de Revestimentos, S.A. Sierra Enplanta Ltda Sonae Indústria Manag. Serv, SA Sierra European R.R.E. Assets Hold. B.V. Sonae Investimentos, SGPS, SA Sierra GP Limited Sonae Investments, BV Sierra Investimentos Brasil Ltda Sonae Novobord (PTY) Ltd Sierra Investments (Holland) 1 B.V. Sonae RE, S.A. Sierra Investments (Holland) 2 B.V. Sonae Retalho Espana – Servicios Gen., S.A. Sierra Investments Holding B.V. Sonae SGPS, S.A. Sierra Investments SGPS, S.A. Sonae Sierra Brasil S.A. Sierra Italy Holding B.V. Sonae Sierra Brazil B.V. Sierra Management Germany GmbH Sonae Sierra, SGPS, S.A. Sierra Management Greece S.A. Sonae Tafibra Benelux, BV Sierra Management Italy S.r.l. Sonae Turismo – SGPS, S.A. Sierra Management Portugal – Gest. CC, S.A. Sonae UK, Ltd. Sierra Management Romania, Srl Sonaegest – Soc.Gest.Fundos Investimentos Sierra Management Spain – Gestión C.Com.S.A. SONAEMC - Modelo Continente, SGPS, S.A. Sierra Management, SGPS, S.A. Sondis Imobiliária, S.A. SII – Soberana Invest. Imobiliários, S.A. Sontel BV SIRS – Sociedade Independente de Radiodifusão Sonora, S.A. Sontur BV Sistavac – Sist.Aquecimento,V.Ar C., S.A. Sonvecap BV SKK – Central de Distr., S.A. Sopair, S.A. SKK SRL Sotáqua – Soc. de Empreendimentos Turist SKKFOR – Ser. For. e Desen. de Recursos Spanboard Products, Ltd SMP – Serv. de Manutenção Planeamento SPF – Sierra Portugal Real Estate, Sarl Sociedade de Construções do Chile, S.A. Spinarq - Engenharia, Energia e Ambiente, SA Société de Tranchage Isoroy S.A.S. Spinveste – Gestão Imobiliária SGII, S.A. Socijofra – Sociedade Imobiliária, S.A. Spinveste – Promoção Imobiliária, S.A. Sociloures – Soc.Imobiliária, S.A. Sport Retalho España – Servicios Gen., S.A. Soconstrução BV Sport Zone – Comércio Art.Desporto, S.A. Sodesa, S.A. Sport Zone – Turquia Soflorin, BV Sport Zone Canárias, SL Soira – Soc.Imobiliária de Ramalde, S.A. Sport Zone España-Com.Art.de Deporte,SA Solinca - Eventos e Catering, SA Spred, SGPS, SA Solinca - Health and Fitness, SA Stinnes Holz GmbH Solinca – Investimentos Turísticos, S.A. Tableros Tradema, S.L. Solinfitness – Club Malaga, S.L. Tafiber,Tableros de Fibras Ibéricas, SL Soltroia – Imob.de Urb.Turismo de Tróia, S.A. Tafibra Polska Sp.z.o.o. Somit Imobiliária Tafibra South Africa SONAE - Specialized Retail, SGPS, SA Tafibra Suisse, SA Sonae Capital Brasil, Lda Tafisa – Tableros de Fibras, S.A. Sonae Capital,SGPS, S.A. Tafisa Canadá Societé en Commandite Sonae Center II S.A. Tafisa France, S.A. Sonae Center Serviços, S.A. Tafisa UK, Ltd Sonae Ind., Prod. e Com.Deriv.Madeira, S.A. Taiber,Tableros Aglomerados Ibéricos, SL
Sonae Indústria – SGPS, S.A. Tarkett Agepan Laminate Flooring SCS
| Tecmasa Reciclados de Andalucia, SL | Valor N, S.A. | |
|---|---|---|
| Terra Nossa Corretora de Seguros Ltda | Vastgoed One – Sociedade Imobiliária, S.A. | |
| Têxtil do Marco, S.A. | Vastgoed Sun – Sociedade Imobiliária, S.A. | |
| Tlantic Portugal – Sist. de Informação, S.A. | Venda Aluga – Sociedade Imobiliária, S.A. | |
| Tlantic Sistemas de Informação Ltdª | Via Catarina – Centro Comercial, S.A. |
| FT Group Companies | ||
|---|---|---|
| France Telecom, S.A. | Atlas Services Belgium, S.A. | |
Todos os Dias – Com.Ret.Expl.C.Comer., S.A. Viajens y Turismo de Geotur España, S.L.
Troiaverde – Expl.Hoteleira Imob., S.A. ZIPPY - Comércio e Distribuição, SA Tulipamar – Expl.Hoteleira Imob., S.A. ZIPPY - Comercio y Distribución, S.A.
Unishopping Consultoria Imob. Ltda. Zubiarte Inversiones Inmobiliarias, S.A. Urbisedas – Imobiliária das Sedas, S.A. ZYEVOLUTION-Invest.Desenv.,SA.
Tool Gmbh Vistas do Freixo, SA Torre Ocidente Imobiliária, S.A. Vuelta Omega, S.L. Torre São Gabriel – Imobiliária, S.A. Weiterstadt Shopping BV TP – Sociedade Térmica, S.A. World Trade Center Porto, S.A. Troia Market, S.A. Worten – Equipamento para o Lar, S.A.
Tróia Natura, S.A. Worten Canárias, SL Troiaresort – Investimentos Turísticos, S.A. Worten España, S.A.
Unishopping Administradora Ltda. Zippy Turquia
Valecenter Srl
This document may contain forward-looking information and statements, based on management's current expectations 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 identified by words such as "believes", "expects", "anticipates", "projects", "intends", "should", "seeks", "estimates", "future" or similar expressions.
. Although these statements reflect our current expectations, which we believe are reasonable, investors, 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 in Sonaecom's institutional website www.sonae.com
Media and Investor Contacts
Isabel Borgas Public Relations Manager [email protected] Tel: +351 93 100 20 20
Carlos Alberto Silva Investor Relations Manager [email protected] Tel: +351 93 100 24 44
Sonaecom SGPS, SA Rua Henrique Pousão, 432 – 7th floor 4460-841 Senhora da Hora Portugal
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".
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