Interim / Quarterly Report • Aug 29, 2011
Interim / Quarterly Report
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SONAE CAPITAL, SGPS, SA Head Office: Lugar do Espido, Via Norte, Maia Share Capital: 250,000,000 Euro Maia Commercial Registry and Fiscal Number 508 276 756 Sociedade Aberta
(Translation from the Portuguese Original)
| I. Report |
of the Board of Directors |
|
|---|---|---|
| 1. | Executive Summary |
4 |
| 2. | Selected Main Events |
6 |
| 3. | Consolidated Financial Statements Review |
7 |
| 4. | Individual Financial Statements | 12 |
| 5. | Own Shares | 12 |
| - Glossary | 13 | |
| II. Appendix |
to the Report of the Board of Directors |
14 |
| III. | Consolidated Financial Statements |
19 |
| IV. Individual |
Financial Statements |
56 |
V. Limited Review Report 74
(Translation from the Portuguese Original)
Unless otherwise stated, comparable figures (presented within brackets), percent or absolute changes mentioned in this report refer to the comparable period of the previous year for performance figures and to the year 2010 for financial position figures.
Following the sale of the shareholding in Box Lines, which took effect as from 16 September 2010, this business unit's contribution to performance figures is disclosed in the profit and loss statement under discontinued operations in 2010 and is no longer included in the consolidated financial position of the company as at 31 December 2010.
In view of the above considerations, comparisons presented throughout this report will be made on a like for like basis, not taking into account discontinued operations in the 2010 consolidated profit and loss statement.
| 1H | 2Q | |||
|---|---|---|---|---|
| 2011 | 2010 1 | 2011 | 2010 1 | |
| Turnover |
64.0 M.€ | 71.9 M.€ | 33.6 M.€ | 38.1 M.€ |
| EBITDA |
‐3.3 M.€ | 1.7 M.€ | 0.1 M.€ | 2.2 M.€ |
| Net Income |
12.6 M.€ | ‐5.5 M.€ | 15.8 M.€ | ‐0.4 M.€ |
| 30.06.11 | 31.12.10 | |||
| Net Debt |
254.8 M.€ | 277.2 M.€ | ||
| Capex |
8.6 M.€ | 10.2 M.€ 1 |
1 Relates to continued operations.
The second quarter and first half results were significantly impacted by the 20.3 million euro capital gain generated on the sale of the Group's 50% shareholding in TP – Sociedade Térmica Portuguesa, SA, a transaction consistent with Sonae Capital's programme of divesting from non strategic assets.
Net income amounted to positive 15.8 million euro in the second quarter and 12.6 million euro in the half year, compared to negative 0.4 million euro and negative 5.5 million euro in the comparable periods of last year.
Consolidated turnover for the first half of the year, totalling 64.0 million euro, decreased around 11%, mostly driven by Resort Development, where turnover was 6.3 million euro lower than the same period last year, reflecting the lower real estate sales at troiaresort. Fitness continued to reflect the impact of contraction in consumer spending, its contribution falling by 9% to 8.7 million euro. The 4% decrease in Selfrio's contribution, to 34.0 million euro, was entirely due to the postponement of capital expenditure plans by key customers in the HVAC business. Compared to the first half of 2010, Resort Management and Atlantic Ferries turnover grew, by 19% and 27% respectively, reflecting improved marketing policies in troiaresort and benefiting from the opening of the Casino de Tróia on 1 January 2011 and from ticket price increases. SC Assets and Energy and Environment continued to post double digit growth in turnover of 25% and 16% respectively.
Consolidated operational cash‐flow (EBITDA) for the half year was negative 3.3 million euro (positive 1.7 million euro), and was marginally positive at 0.1 million euro in the second quarter of the year. Resort Development and Fitness operational contributions (down 4.0 million euro and 1.3 million euro), account for most of the fall in the half year. In Tourism, Atlantic Ferries improved its contribution by 79% which, although still negative at 0.1 million euro in the half year (negative 0.7 million euro), achieved positive 0.2 million euro EBITDA in the second quarter. This business improved performance lies in: (i) the significant 24% increase in passenger traffic; (ii) ticket price increases in early January 2011, and; (iii) cost optimisation efforts, leading to fuel savings and lower staff costs (by adjusting transport schedules to effective demand). Selfrio improved operational margins in all business units, achieving positive 2.6 million euro EBITDA, a 20% increase, including the impact from the implementation of projects with higher margins. Overall, year end margins should remain close to last year levels. The Energy and Environment business continued to perform positively, posting a positive EBITDA of 0.6 million euro (0.4 million euro).
Capex amounted to 8.6 million euro in the first half of the year, 4.6 million euro of which was incurred in the second quarter. The latter reflects the completion of construction works for the Aqualuz Events Centre (inaugurated on 29 April 2011) and the conclusion of the refurbishment of Aqualuz troiario hotel unit, and from the second tranche from progress in construction of the Colombo cogeneration facility (expected to be concluded during the third quarter).
Net debt fell by 22.4 million euro, compared to the end of 2010, amounting to 254.8 million euro as at 30 June, which includes the 37.2 million euro cash inflow from the sale of TP.
As at the date of this report, a total of 227 residential units have been sold at troiaresort, a net increase of 3 units since the last reporting date.
Up to the date of this report, the following material events were announced to the market:
Sonae Capital, SGPS, SA announced the completion of an unsecured bond issue, by private placement, arranged and led by Banco BPI, in the amount of 10 million euro, with a tenor of 5 years and call and put options at the end of the third year.
Sonae Capital, SGPS, SA informed about the agreement signed with Finerge – Gestão de Projectos Energéticos, SA, a company owned by Enel Green Power España, SL, regarding the terms for the sale of the whole of its 50% shareholding in the share capital of TP – Sociedade Térmica Portuguesa, SA.
Sonae Capital, SGPS, SA informed that the terms for the sale of the whole of its 50% shareholding in the share capital of TP – Sociedade Térmica Portuguesa, SA became effective as of this date. The transaction generated a cash inflow of 37.2 million euro and a positive impact of 20.3 million euro on the first half 2011 consolidated results of Sonae Capital.
Sonae Capital, SGPS, SA informed about the sale of the whole of its 20% shareholding in the share capital of Sociedade Imobiliária Tróia B3, S.A., including loans made to this company, to Salvor – Sociedade de Investimento Hoteleiro, S.A., a company held by the Pestana Group. The transaction will result in a cash inflow of around 9.2 million euro, 1.8 million of which was received on this date and the remainder of which will be paid in three equal annual instalments, beginning in 2012, with an estimated positive impact of 6.2 million euro on the 2011 consolidated results of Sonae Capital.
Sonae Capital, SGPS, SA informed about resolutions taken at the Shareholders' General Meeting and about decisions of the Board of Directors taken on that date.
| Values in 103 euro | ||||||||
|---|---|---|---|---|---|---|---|---|
| 1H 11 | 1H 10 | 1H 10 | 1H 10 | 2Q 11 | 2Q 10 | |||
| Total | Total | Discontinued | Continued | ∆ (A/B) | Total | Continued | ∆ (C/D) | |
| Operations | Operations | Operations | Operations | Operations | Operations | |||
| (A) | (B) | (C) | (D) | |||||
| Turnover | 63,990.4 | 89,287.2 | 17,394.4 | 71,892.8 | ‐11.0% | 33,551.7 | 38,118.4 | ‐12.0% |
| Other Operational Income | 7,892.8 | 3,968.2 | 44.3 | 3,923.9 | >100% | 4,332.8 | 2,517.3 | +72.1% |
| Total Operational Income | 71,883.2 | 93,255.4 | 17,438.7 | 75,816.7 | ‐5.2% | 37,884.5 | 40,635.7 | ‐6.8% |
| Cost of Goods Sold | ‐20,084.4 | ‐17,355.2 | 0.3 | ‐17,355.5 | ‐15.7% | ‐10,771.8 | ‐10,595.5 | ‐1.7% |
| Change in Stocks of Finished Goods | ‐1,005.4 | ‐5,209.2 | 0.0 | ‐5,209.2 | +80.7% | ‐491.2 | ‐2,112.7 | +76.8% |
| External Supplies and Services | ‐28,252.7 | ‐43,406.2 | ‐16,253.1 | ‐27,153.1 | ‐4.0% | ‐14,846.9 | ‐13,135.5 | ‐13.0% |
| Staff Costs | ‐20,425.9 | ‐22,453.4 | ‐750.2 | ‐21,703.2 | +5.9% | ‐10,026.2 | ‐10,830.6 | +7.4% |
| Other Operational Expenses | ‐3,081.0 | ‐2,131.8 | ‐159.9 | ‐1,972.0 | ‐56.2% | ‐1,416.6 | ‐1,011.2 | ‐40.1% |
| Total Operational Expenses | ‐72,849.3 | ‐90,555.8 | ‐17,162.9 | ‐73,392.9 | +0.7% | ‐37,552.8 | ‐37,685.4 | +0.4% |
| Operational Cash‐Flow (EBITDA) | ‐3,268.1 | 1,967.4 | 275.8 | 1,691.6 | ‐ | 94.5 | 2,223.9 | ‐95.8% |
| Amortisation and Depreciation | ‐6,652.8 | ‐6,846.0 | ‐108.9 | ‐6,737.1 | +1.3% | ‐3,372.4 | ‐3,427.7 | +1.6% |
| Provisions and Impairment Losses | ‐75.3 | ‐2,594.2 | ‐12.2 | ‐2,582.0 | +97.1% | ‐62.2 | ‐465.3 | +86.6% |
| Operational Profit/(Loss) (EBIT) | ‐7,694.3 | ‐6,740.6 | 154.7 | ‐6,895.3 | ‐11.6% | ‐3,102.9 | ‐942.7 | <‐100% |
| Net Financial Expenses | ‐5,120.8 | ‐3,946.3 | 4.9 | ‐3,951.2 | ‐29.6% | ‐2,758.9 | ‐1,811.1 | ‐52.3% |
| Share of Results of Associated Undertakings | 2,750.9 | 1,505.4 | 0.0 | 1,505.4 | +82.7% | 1,839.6 | 1,028.3 | +78.9% |
| Investment Income | 22,102.8 | ‐477.8 | 0.0 | ‐477.8 | ‐ | 20,409.5 | 126.7 | >100% |
| Profit before Taxation | 12,038.6 | ‐9,659.3 | 159.6 | ‐9,818.9 | ‐ | 16,387.3 | ‐1,598.9 | ‐ |
| Taxation | 538.1 | 4,279.8 | ‐16.4 | 4,296.2 | ‐87.5% | ‐560.5 | 1,194.0 | ‐ |
| Net Profit | 12,576.8 | ‐5,379.5 | 143.2 | ‐5,522.7 | ‐ | 15,826.8 | ‐404.9 | ‐ |
| Attributable to Equity Holders of Sonae Capital | 12,202.6 | ‐5,426.2 | 143.2 | ‐5,569.5 | ‐ | 15,432.3 | ‐463.0 | ‐ |
| Attributable to Non‐Controlling Interests | 374.1 | 46.8 | 0.0 | 46.8 | >100% | 394.5 | 58.1 | >100% |
Contributions to consolidated turnover and operational cash‐flow (EBITDA) for each business area in the reporting periods were as follows:
Values in 103 euro
| Turnover | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 1H 11 | 1H 10 | | 2Q 11 | 2Q 10 | | ||||
| Resorts | 5,819.3 | 11,535.5 | ‐49.6% | 2,842.6 | 6,781.1 | ‐58.1% | |||
| Resort Development | 2,997.3 | 9,269.1 | ‐67.7% | 933.1 | 5,295.3 | ‐82.4% | |||
| Resort Management (Golf, Marina and Market) | 812.1 | 684.7 | +18.6% | 576.7 | 475.3 | +21.3% | |||
| Atlantic Ferries | 2,010.0 | 1,581.6 | +27.1% | 1,332.8 | 1,010.6 | +31.9% | |||
| Hotels | 5,454.3 | 5,602.2 | ‐2.6% | 3,514.5 | 3,419.6 | +2.8% | |||
| Fitness | 8,699.2 | 9,606.1 | ‐9.4% | 4,215.9 | 4,899.2 | ‐13.9% | |||
| Other | 3.9 | 7.0 | ‐43.8% | 1.2 | 0.5 | >100% | |||
| Sonae Turismo's contribution | 19,976.7 | 26,750.7 | ‐25.3% | 10,574.2 | 15,100.5 | ‐30.0% | |||
| Residential Property Development | 774.8 | 1,330.1 | ‐41.7% | 648.6 | 492.5 | +31.7% | |||
| Operational Assets | 1,291.9 | 1,262.9 | +2.3% | 678.5 | 624.5 | +8.6% | |||
| Other Assets | 2,381.8 | 958.4 | >100% | 435.7 | 389.4 | +11.9% | |||
| SC Assets's contribution | 4,448.5 | 3,551.4 | +25.3% | 1,762.9 | 1,506.5 | +17.0% | |||
| Selfrio Group | 33,957.7 | 35,305.3 | ‐3.8% | 18,383.5 | 18,746.5 | ‐1.9% | |||
| Energy and Environment | 2,840.9 | 2,455.9 | +15.7% | 1,451.2 | 1,312.9 | +10.5% | |||
| Other | 2,626.7 | 3,642.3 | ‐27.9% | 1,273.4 | 1,363.4 | ‐6.6% | |||
| Spred's contribution | 39,425.3 | 41,403.4 | ‐4.8% | 21,108.1 | 21,422.8 | ‐1.5% |
Values in 103 euro
| Operational Cash‐Flow (EBITDA) | |||||||
|---|---|---|---|---|---|---|---|
| 1H 11 | 1H 10 | | 2Q 11 | 2Q 10 | | ||
| Resorts | ‐3,684.6 | ‐167.4 | <‐100% | ‐851.6 | 734.9 | ‐ | |
| Resort Development | ‐3,074.2 | 966.6 | ‐ | ‐842.3 | 956.9 | ‐ | |
| Resort Management (Golf, Marina and Market) | ‐472.2 | ‐478.7 | +1.4% | ‐222.8 | ‐184.1 | ‐21.1% | |
| Atlantic Ferries | ‐138.2 | ‐655.3 | +78.9% | 213.5 | ‐38.0 | ‐ | |
| Hotels | ‐3,664.8 | ‐3,811.0 | +3.8% | ‐1,314.2 | ‐1,453.3 | +9.6% | |
| Fitness | 657.2 | 1,998.7 | ‐67.1% | 177.0 | 943.3 | ‐81.2% | |
| Other | 273.3 | 324.6 | ‐15.8% | ‐77.3 | 328.2 | ‐ | |
| Sonae Turismo's contribution | ‐6,419.0 | ‐1,655.1 | <‐100% | ‐2,066.2 | 553.2 | ‐ | |
| Residential Property Development | ‐323.6 | ‐530.9 | +39.0% | ‐107.0 | ‐448.9 | +76.2% | |
| Operational Assets | 1,340.2 | 1,409.3 | ‐4.9% | 661.1 | 723.2 | ‐8.6% | |
| Other Assets | ‐529.4 | 514.5 | ‐ | ‐154.6 | 297.4 | ‐ | |
| SC Assets's contribution | 487.1 | 1,392.9 | ‐65.0% | 399.5 | 571.7 | ‐30.1% | |
| Selfrio Group | 2,630.2 | 2,194.2 | +19.9% | 1,782.3 | 1,032.3 | +72.7% | |
| Energy and Environment | 621.1 | 358.3 | +73.3% | 312.0 | 287.5 | +8.5% | |
| Other | 76.7 | ‐38.5 | ‐ | 70.9 | 121.7 | ‐41.8% | |
| Spred's contribution | 3,328.0 | 2,514.0 | +32.4% | 2,165.2 | 1,441.5 | +50.2% |
Consolidated turnover in the second quarter totalled 33.6 million euro (38.1 million euro). Compared to the same period of last year, quarterly evolution denoted a general improvement in turnover, with the exception of Resort Development, as a result of fewer sales deeds signed for residential units at troiaresort (2 in 2Q11 versus 9 in 2Q10), Selfrio's HVAC business where contribution fell due to increased market constraints, and Fitness, which continued last quarter's declining trend.
Consolidated turnover amounted to 64.0 million euro in the first half of the year, representing a 11% decrease compared to the same period of last year.
Resorts made up 5.8 million euro (11.5 million euro) of the half year consolidated turnover, reflecting:
The contribution from the Hotel business was slightly below last year's figure, at 5.5 million euro (5.6 million euro), basically due to lower food and beverage revenues in both the Porto Palácio Hotel and Aqualuz Tróia units, a widespread industry trend already evident in the last quarter:
Fitness performance in the period was inevitably impacted by the VAT increase on sports activities and by additional pressures adversely impacting consumer spending. As a consequence, both retention rates and new membership contracts decreased in the period, leading to a 9.4% fall in turnover, which totalled 8.7 million euro.
Additional non‐core real estate asset sales explain the 25% growth in SC Assets' turnover, which totalled 4.4 million euro in the half year. Sales deeds for 2 City Flats apartments were signed in the period, compared to 4 in the first half of 2010.
Selfrio's contribution to consolidated turnover fell by around 1.3 million euro to 34.0 million euro. This fall was primarily due to the HVAC business, whose turnover fell by 2.9 million euro in the half year to 13.7 million euro. All other Selfrio businesses delivered growth, the highlight being international operations in Spain where turnover increased 62% to 2.9 million euro. Turnover's performance in the half year reflects the strategic focus on international expansion to offset the impact of falling demand in the Portuguese cold engineering and HVAC markets.
Energy and Environment turnover increased around 16% to 2.8 million euro, mostly driven by the cogeneration facility located in Maia Business Park.
Consolidated operational cash‐flow (EBITDA) for the second quarter of the year was 0.1 million euro, a decrease of 2.1 million euro, mainly explained by Resort Development (as a result of lower sales volume) and by Fitness (adversely impacted by the 5% VAT increase which was not passed on to customers, by the ramp up stage of the Gaia Health Club unit and by the fall in the number of members).
As a result of the above, consolidated operational cash‐flow (EBITDA) for the half year amounted to negative 3.3 million euro (positive 1.7 million euro). Resort Development showed the most significant decrease, down 4.0 million euro to negative 3.1 million euro, as a result of 10 fewer sales deeds being signed in the first half of 2011 compared to the same period of last year. The Fitness business' contribution to consolidated EBITDA continued to be positive, despite a 1.3 million euro fall to 0.7 million euro.
In Tourism, the main highlight has been the operational breakeven achieved by Atlantic Ferries in the second quarter of the year (0.2 million euro EBITDA contribution), although this was still not enough to achieve a positive contribution for the half year (negative 0.1 million euro). However, it bodes well for a positive performance during the remainder of the year. Hotels contribution to EBITDA increased by 4%, despite a fall in Food & Beverage revenues, reflecting the impact of the implementation of a leaner cost structure across the business.
The 20% growth in Selfrio's EBITDA, which totalled 2.6 million euro in the half year, reflects more favourable operational margins in some of the second quarter's projects.
EBITDA of the Energy and Environment businesses continued to increase compared to the same period of last year, as the cogeneration plant at the Maia Business Park enters cruising speed, achieving an EBITDA of 0.6 million euro, up 0.2 million euro. Performance in the remainder of the year should improve, following the beginning of operations in the new Colombo cogeneration facility in July.
No provisions and impairment losses were booked in the first half of 2011, which explains the deviation towards last year's 2.6 million euro, which included around 2.3 million euro million regarding provisions and impairment losses for real estate assets.
As anticipated, net financial expenses increased 30%, totalling 5.1 million euro for the half year. Increases in market interest rates and the increased cost from debt refinancing explain the deviation towards last year comparable figures.
Imosede Fund and TP (up to its disposal) were the main contributors to half year profits from associated undertakings, with 1.2 million euro and 1.5 million euro respectively.
The main component of investment income for the period, totalling 22.1 million euro (negative 0.5 million euro), was the 20.3 million euro capital gain from the sale of the Group's 50% shareholding in TP, which took place in June 2011. Adding up to this impact is the positive price adjustment from the sale of Choice Car as set out in the respective sale agreement.
Taking into account the impact of the above, net income for the period was 12.6 million euro (negative 5.5 million euro), which includes the impact of lower taxation.
| Values in 103 euro | |||
|---|---|---|---|
| 30.06.2011 | 31.12.2010 | ∆ | |
| Tangible and Intangible Assets | 281,098.9 | 264,939.8 | +6.1% |
| Goodwill | 61,133.3 | 61,133.3 | +0.0% |
| Non‐Current Investments | 61,485.2 | 73,517.4 | ‐16.4% |
| Other Non‐Current Assets | 39,454.8 | 36,897.2 | +6.9% |
| Stocks | 210,074.9 | 229,782.6 | ‐8.6% |
| Trade Debtors and Other Current Assets | 54,247.5 | 61,697.0 | ‐12.1% |
| Cash and Cash Equivalents | 3,027.1 | 3,199.3 | ‐5.4% |
| Total Assets | 710,521.7 | 731,166.7 | ‐2.8% |
| Total Equity attributable to Equity Holders of Sonae | |||
| Capital | 340,641.2 | 326,914.8 | +4.2% |
| Total Equity attributable to Non‐Controlling | |||
| Interests | 8,725.0 | 12,454.8 | ‐29.9% |
| Total Equity | 349,366.2 | 339,369.6 | +2.9% |
| Non‐Current Borrowings | 185,360.0 | 151,893.4 | +22.0% |
| Deferred Tax Liabilities | 3,911.3 | 3,616.0 | +8.2% |
| Other Non‐Current Liabilities | 39,743.3 | 39,827.7 | ‐0.2% |
| Non‐Current Liabilities | 229,014.6 | 195,337.1 | +17.2% |
| Current Borrowings | 72,496.2 | 128,515.5 | ‐43.6% |
| Trade Creditors and Other Current Liabilities | 58,189.4 | 65,239.5 | ‐10.8% |
| Provisions | 1,455.2 | 2,704.9 | ‐46.2% |
| Current Liabilities | 132,140.9 | 196,460.0 | ‐32.7% |
| Total Liabilities | 361,155.5 | 391,797.1 | ‐7.8% |
| Total Equity and Liabilities | 710,521.7 | 731,166.7 | ‐2.8% |
Capex amounted to 8.6 million euro in the half year, 4.6 million euro of which accounted for in the second quarter of the year. The latter regards the completion of construction works of Aqualuz Events Centre (inaugurated on 29 April 2011) and the conclusion of the refurbishment works of Aqualuz troiario hotel unit, as well as the second tranche from progress in construction of the Colombo cogeneration facility (expected to be concluded during the third quarter of the year).
Major contributions to half year consolidated capex include 4.0 million euro at troiaresort, 3.5 million euro for Energy and Environment, 0.6 million euro for SC Assets (mostly regarding licenses) and 0.2 million euro for Fitness (mostly maintenance capex).
In the first half of 2011, Detailed Plans for Boure (Castelo de Paiva, Douro region), UNOP 4 (Tróia) and the revision of the Urbanisation Plan for the Tróia Peninsula were approved. Detailed plans regarding UNOPs 7 and 8 (Tróia), José Malhoa (Lisbon) and T4 (Mourão) were concluded and should be approved in the second half of the year.
The Group has successfully concluded its debt refinancing process in early June 2011. As at 30 June 2011, net debt was 254.8 million euro, 22.4 million euro down on the figure at 31 December 2010, reflecting the use of a significant portion of the proceeds from the sale of the shareholding in TP to reduce debt. Gearing was 72.9% as at 30 June 2011 (81.7% in 31 December 2010).
The forecasted repayment schedule of borrowings (in million euro), as at 30 June 2011, considering commitment periods regarding each financing operation, was as follows:
Sonae Capital, SGPS, SA, the holding company of the Group, posted a 58,887 euro net income, compared with 2,508,524 euro in the first half of the previous year. First half of 2010 results, amounting to 2,871,845 euro, included 2,871,845 euro from investment income arising from dividends paid by an associated company.
As at 30 June 2011, Sonae Capital, SGPS, SA had no treasury stock nor had it bought or sold own shares in the period.
Maia, 25 August 2011
(Translation from the Portuguese Original)
(Translation of a Statement originally issued in Portuguese)
The signatories individually declare that, to their knowledge, the Report of the Board of Directors, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared in accordance with applicable International Financial Reporting Standards, and give a true and fair view, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of Sonae Capital, SGPS, SA, and of the companies included in the consolidation perimeter, where appropriate, and that the Report of the Board of Directors faithfully describes major events that occurred during the first half of 2011 and their impacts, if any, in the business performance and financial position of Sonae Capital, SGPS, SA and of the companies included in the consolidation perimeter, and contains an appropriate description of the major risks and uncertainties that they face.
Maia, 25 August 2011
Belmiro Mendes de Azevedo Francisco de La Fuente Sánchez Chairman of the Board of Directors Member of the Board of Directors
Álvaro Carmona e Costa Portela Maria Cláudia Teixeira de Azevedo Vice President of the Board of Directors Member of the Board of Directors
Paulo José Jubilado Soares de Pinho Member of the Board of Directors
Disclosure of shares and other securities held by Members of the Board of Directors and Fiscal Board and of transactions during the half year involving shares and other securities, as required by number 1, a) of article 9 of CMVM Regulation Nr. 5/2008:
| Balance as at | ||||||
|---|---|---|---|---|---|---|
| Purchases | Sales | |||||
| Date | Quantity | Aver. Price € | Quantity | Aver. Price € | Quantity | |
| Belmiro Mendes de Azevedo | ||||||
| Efanor Investimentos, SGPS, SA (1) | 49,999,997 | |||||
| Sonae Capital, SGPS, SA (a) | 838,862 | |||||
| Álvaro Carmona e Costa Portela (b) | ||||||
| Sonae Capital, SGPS, SA | 16,603,242 | |||||
| Maria Cláudia Teixeira de Azevedo | ||||||
| Efanor Investimentos, SGPS, SA (1) | 49,999,997 | |||||
| Linhacom, SGPS, SA (4) | 99,996 | |||||
| Paulo José Jubilado Soares de Pinho (c) | ||||||
| Sonae Capital, SGPS, SA | 20,775 | |||||
| Purchases | Sales | Balance as at 30.06.2011 |
||||
|---|---|---|---|---|---|---|
| Date | Quantity | Aver. Price € | Quantity | Aver. Price € | Quantity | |
| (1) Efanor Investimentos, SGPS, SA | ||||||
| Sonae Capital, SGPS, SA | 88,859,200 | |||||
| Pareuro, BV (2) | 2,000,000 | |||||
| Sonae, SGPS, SA (3) | 659,650,000 | |||||
| (2) Pareuro, BV | ||||||
| Sonae Capital, SGPS, SA | 50,000,000 | |||||
| (3) Sonae, SGPS, SA | ||||||
| Sonae Capital, SGPS, SA | 16,600,000 | |||||
| (4) Linhacom, SGPS, SA | ||||||
| Sonae Capital, SGPS, SA | 43,912 | |||||
(a) Includes 1,862 shares owned by the spouse.
(b) Includes 16,600,000 shares owned by Sonae, SGPS, SA, company of which he is a Member of the Board of Directors.
(C) Includes 8,125 shares owned by Change Partners, SCR, SA, company of which he is a Member of the Board of Directors.
As required by number 1, c) of article 9 of CMVM Regulation Nr. 05/2008, the following shareholders held more than 2% of the company's share capital, as at 30 June 2011:
| Shareholder | Nr. of Shares | % of Share Capital |
% of Voting Rights |
|---|---|---|---|
| Efanor Investimentos, SGPS, S.A. | |||
| Directly Owned | 88,859,200 | 35.544% | 35.544% |
| Through Pareuro, BV (controlled by Efanor) | 50,000,000 | 20.000% | 20.000% |
| Through Sonae, SGPS, SA (controlled by Efanor) | 16,600,000 | 6.640% | 6.640% |
| Through Belmiro Mendes de Azevedo (Chairman of the Board of Directors of Efanor) | 837,000 | 0.335% | 0.335% |
| Through Maria Margarida Carvalhais Teixeira de Azevedo (Member of the Board of Directors of Efanor) |
1,862 | 0.001% | 0.001% |
| Through Linhacom, SGPS, S.A. (controlled by the Member of the Board of Directors of Efanor Maria Cláudia Teixeira de Azevedo) |
43,912 | 0.018% | 0.018% |
| Through Migracom, SGPS, S.A. (controled by the Member of the Board of Directors of Efanor Duarte Paulo Teixeira de Azevedo) |
161,250 | 0.065% | 0.065% |
| Through descendents of Duarte Paulo Teixeira de Azevedo (Member of the Board of Directors of Efanor) |
411 | 0.000% | 0.000% |
| Through descendents of Nuno Miguel Teixeira de Azevedo (Member of the Board of Directors of Efanor) |
1,312 | 0.001% | 0.001% |
| Total attributable | 156,504,947 | 62.602% | 62.602% |
| Banco BPI, S.A. | |||
| Through Fundos de Pensões do Banco BPI (controlled by Banco BPI) | 5,000,000 | 2.000% | 2.000% |
| Through BPI Vida ‐ Companhia de Seguros de Vida, S.A. (controlled by Banco BPI) | 753,727 | 0.301% | 0.301% |
| Total attributable | 5,753,727 | 2.301% | 2.301% |
| Mohnish Pabrai | |||
| Through Pabrai Investment Fund II, L.P. (controlled by Mohnish Pabrai ) | 3,957,000 | 1.583% | 1.583% |
| Through Pabrai Investment Fund 3, L.P. (controlled by Mohnish Pabrai) | 5,624,000 | 2.250% | 2.250% |
| Through Pabrai Investment Fund IV, L.P. (controlled by Mohnish Pabrai ) | 7,422,315 | 2.969% | 2.969% |
| Through Dalal Street, L.L.C. (controlled by Mohnish Pabrai ) | 28,000 | 0.011% | 0.011% |
| Through Dakshana Foundation (controlled by Mohnish Pabrai) | 132,625 | 0.053% | 0.053% |
| Through Harina Kapoor (spouse of Mohnish Pabrai) | 2,500 | 0.001% | 0.001% |
| Total attributable | 17,166,440 | 6.867% | 6.867% |
As required by number 6 article 14 of CMVM Regulation Nr. 5/2008, we inform that no person discharging managerial responsabilities nor their connected persons have carried out transactions of Sonae Capital's securities during the 1st Hal f of 2011.
(Translation from the Portuguese Original)
| 30.06.2011 | 31.12.2010 | ||
|---|---|---|---|
| Total | Total | ||
| ASSETS | Notes | Operations | Operations |
| NON‐CURRENT ASSETS: | |||
| Tangible assets | 8 | 273,610,215 | 257,689,745 |
| Intangible assets | 8 | 7,488,694 | 7,250,028 |
| Goodwill | 9 | 61,133,327 | 61,133,327 |
| Investments in associated companies | 5 | 60,338,569 | 72,378,266 |
| Other investments | 6 and 10 | 1,146,648 | 1,139,123 |
| Deferred tax assets | 14 | 21,685,984 | 19,655,868 |
| Other non‐current assets | 11 | 17,768,777 | 17,241,368 |
| Total Non‐Current Assets | 443,172,214 | 436,487,724 | |
| CURRENT ASSETS: | |||
| Stocks | 12 | 210,074,928 | 229,782,596 |
| Trade account receivables and other current assets | 13 | 54,247,462 | 61,697,035 |
| Investments | 10 | ‐ | ‐ |
| Cash and cash equivalents | 15 | 3,027,102 | 3,199,298 |
| Total Current Assets | 267,349,492 | 294,678,929 | |
| TOTAL ASSETS | 710,521,706 | 731,166,653 | |
| EQUITY AND LIABILITIES | |||
| EQUITY: | |||
| Share capital | 16 | 250,000,000 | 250,000,000 |
| Reserves and retained earnings | 78,438,582 | 81,335,203 | |
| Profit/(Loss) for the year attributable to the equity holders of Sonae | |||
| Capital | 12,202,648 | (4,420,429) | |
| Equity attributable to the equity holders of Sonae Capital | 340,641,230 | 326,914,774 | |
| Equity attributable to non‐controlling interests | 17 | 8,725,001 | 12,454,796 |
| TOTAL EQUITY | 349,366,231 | 339,369,570 | |
| LIABILITIES: | |||
| NON‐CURRENT LIABILITIES: | |||
| Bank Loans | 18 | 185,360,008 | 151,893,406 |
| Other non‐current liabilities | 20 | 36,557,279 | 36,641,690 |
| Deferred tax liabilities | 14 | 3,911,349 | 3,616,046 |
| Provisions | 23 | 3,185,974 | 3,185,974 |
| Total Non‐Current Liabilities | 229,014,610 | 195,337,116 | |
| CURRENT LIABILITIES: | |||
| Bank Loans | 18 | 72,496,200 | 128,515,512 |
| Trade creditors and other current liabilities | 22 | 58,189,449 | 65,239,546 |
| Provisions | 23 | 1,455,216 | 2,704,909 |
| Total Current Liabilities | 132,140,865 | 196,459,967 | |
| TOTAL LIABILITIES | 361,155,475 | 391,797,083 | |
| TOTAL EQUITY AND LIABILITIES | 710,521,706 | 731,166,653 | |
The accompanying notes are part of these financial statements.
| 30.06.2011 | 30.06.2010 | ||||
|---|---|---|---|---|---|
| Notes | Total Operations |
Total Operations |
Discontinued Operations |
Continued Operations |
|
| Operational income | |||||
| Sales | 34,512,244 | 42,437,321 | ‐ | 42,437,321 | |
| Services rendered | 29,478,157 | 46,849,829 | 17,394,357 | 29,455,472 | |
| Other operational income | 8 | 7,892,751 | 3,968,229 | 44,297 | 3,923,932 |
| Total operational income | 71,883,152 | 93,255,379 | 17,438,654 | 75,816,725 | |
| Operational expenses | |||||
| Cost of goods sold and materials consumed | (20,084,357) | (17,355,191) | 261 | (17,355,452) | |
| Changes in stocks of finished goods and work in progress | (1,005,390) | (5,209,174) | ‐ | (5,209,174) | |
| External supplies and services | (28,252,745) | (43,406,203) | (16,253,068) | (27,153,135) | |
| Staff costs | (20,425,887) | (22,453,403) | (750,224) | (21,703,179) | |
| Depreciation and amortisation | 8 | (6,652,769) | (6,845,965) | (108,870) | (6,737,095) |
| Provisions and impairment losses | 8 | (75,347) | (2,594,184) | (12,193) | (2,581,991) |
| Other operational expenses | (3,080,970) | (2,131,835) | (159,871) | (1,971,964) | |
| Total operational expenses | (79,577,465) | (99,995,955) | (17,283,965) | (82,711,990) | |
| Operational profit/(loss) | (7,694,313) | (6,740,576) | 154,689 | (6,895,265) | |
| Financial Expenses | (5,772,635) | (4,853,597) | 3,194 | (4,856,791) | |
| Financial Income | 651,809 | 907,308 | 1,727 | 905,581 | |
| Net financial expenses | (5,120,826) | (3,946,289) | 4,921 | (3,951,210) | |
| Share of results of associated undertakings | 5 | 2,750,918 | 1,505,425 | ‐ | 1,505,425 |
| Investment income | 5 | 22,102,836 | (477,837) | ‐ | (477,837) |
| Profit/(Loss) before taxation | 12,038,615 | (9,659,277) | 159,610 | (9,818,887) | |
| Taxation | 26 | 538,144 | 4,279,810 | (16,407) | 4,296,217 |
| Profit/(Loss) for the year | 27 | 12,576,759 | (5,379,467) | 143,203 | (5,522,670) |
| Attributable to: | |||||
| Equity holders of Sonae Capital | 12,202,648 | (5,426,249) | 143,203 | (5,569,452) | |
| Non‐controlling interests | 17 | 374,111 | 46,782 | ‐ | 46,782 |
| Profit/(Loss) per share Basic |
28 | 0.048811 | (0.021705) | 0.000573 | (0.022278) |
| 28 | 0.048811 | (0.021705) | 0.000573 | (0.022278) | |
| Diluted |
The accompanying notes are part of these financial statements.
| nd Quarter 11 1 2nd Quarter 10 1 2 Notes Operational income: Sales 17,542,509 22,315,528 Services rendered 16,009,200 15,802,869 Other operational income 4,332,798 2,517,278 Total operational income 37,884,507 40,635,675 Operational expenses Cost of goods sold and materials consumed (10,771,775) (10,595,457) Changes in stocks of finished goods and work in progress (491,179) (2,112,652) External supplies and services (14,846,917) (13,135,519) Staff costs (10,026,239) (10,830,626) Depreciation and amortisation (3,372,386) (3,427,716) Provisions and impairment losses (62,245) (465,283) Other operational expenses (1,416,648) (1,011,157) Total operational expenses (40,987,389) (41,578,410) Operational profit/(loss) (3,102,882) (942,735) Financial Expenses (3,120,681) (2,194,928) Financial Income 361,761 383,818 Net financial expenses (2,758,920) (1,811,110) Share of results of associated undertakings 1,839,615 1,028,314 Investment income 20,409,511 126,670 Profit/(Loss) before taxation 16,387,324 (1,598,861) Taxation (560,511) 1,193,965 Profit/(Loss) for the period 15,826,813 (404,896) Attributable to: Equity holders of Sonae Capital 15,432,286 (462,984) Non‐controlling interests 394,527 58,088 Profit/(Loss) per share Basic 0.061729 (0.001852) Diluted 0.061729 (0.001852) |
Continued Operations | |
|---|---|---|
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 ‐ Interim Financial Reporting. Not subject to limited review.
| 30.06.2011 | 30.06.2010 | |||
|---|---|---|---|---|
| Total Operations |
Total Operations |
Discontinued Operations |
Continued Operations |
|
| Consolidated net profit/(loss) for the period | 12,576,759 | (5,379,467) | 143,203 | (5,522,670) |
| Exchange differences on translating foreign operations | (21,851) | 157,830 | ‐ | 157,830 |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
2,594,296 | 17,772 | ‐ | 17,772 |
| Change in the fair value of assets available for sale | ‐ | ‐ | ‐ | ‐ |
| Change in the fair value of cash flow hedging derivatives | 545,767 | (1,156,151) | ‐ | (1,156,151) |
| Other comprehensive income for the period | 3,118,212 | (980,549) | ‐ | (980,549) |
| Total comprehensive income for the period | 15,694,971 | (6,360,016) | 143,203 | (6,503,219) |
| Attributable to: | ||||
| Equity holders of Sonae Capital | 15,319,633 | (6,438,400) | 143,203 | (6,581,603) |
| Non‐controlling interests | 375,338 | 78,384 | ‐ | 78,384 |
The accompanying notes are part of these financial statements.
| Total Operations |
||
|---|---|---|
| nd Quarter 11 1 2 |
2nd Quarter 10 1 | |
| Consolidated net profit/(loss) for the period | 15,826,813 | (404,896) |
| Exchange differences on translating foreign operations | 18,730 | 102,951 |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
1,997,066 | 3,127 |
| Change in the fair value of assets available for sale | ‐ | ‐ |
| Change in the fair value of cash flow hedging derivatives | (369,999) | (308,320) |
| Other comprehensive income for the period | 1,645,797 | (202,242) |
| Total comprehensive income for the period | 17,472,610 | (607,138) |
| Attributable to: Equity holders of Sonae Capital |
17,078,736 | (688,874) |
| Non‐controlling interests | 393,874 | 81,736 |
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 ‐ Interim Financial Reporting. Not subject to limited review.
| Oth Dem er R Non er Res erg s and ese rve ‐ Con Sha nsla Val Hed Tra tion Res Fair gin Net Pro re Cap ue Res g Res ed Ear Sub al al lling Inte al E Not Ret ain Tot Tot qui tot tro ty es e (No erv fit/ (Lo ss) ital erv es erv es erv es 6) te 1 nin rest gs s Bal Ja 1 ry 2 010 250 ,00 0,0 00 132 ,63 8,2 53 (1,2 39, 053 ) (70 ,85 3,3 20) 60, 545 ,88 0 23, 074 ,26 8 333 ,62 0,1 48 11, 319 ,24 1 344 ,93 9,3 89 s at anc a e nua ‐ ‐ al lida ted hen sive inco for the Tot co nso c om pre me iod (1,1 ) (1,0 ) (5,4 ) (6,4 ) (6,3 ) 110 ,48 1 40, 404 17, 772 12, 151 26, 249 38, 400 78, 384 60, 016 per ‐ ‐ ‐ of p rofi t of App riat ion 200 9 rop (23 68) Tra nsfe le l re and ine d e ings 23, 074 ,26 8 23, 074 ,26 8 ,07 4,2 to reta r ga ser ves arn ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Div ide nds ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Oth ch (2,1 10) 196 ,48 0 196 ,48 0 196 ,48 0 194 ,37 0 er ang es ‐ ‐ ‐ ‐ ‐ ‐ Bal (1,1 ) (1,1 ) (47 00) (5,4 ) 30 Ju 201 0 250 ,00 0,0 00 132 ,63 8,2 53 28, 572 40, 404 ,56 4,8 82, 804 ,47 7 26, 249 327 ,37 8,2 28 11, 395 ,51 5 338 ,77 3,7 43 s at anc a e ne ‐ Bal (1,1 ) (85 80) (49 76) (4,4 ) Ja 1 ry 2 011 250 ,00 0,0 00 132 ,63 8,2 53 29, 394 4,8 ,31 8,7 81, 335 ,20 3 20, 429 326 ,91 4,7 74 12,4 54, 796 339 ,36 9,5 70 s at anc a e nua ‐ al lida ted hen for the Tot sive inco co nso c om pre me iod (15 6) ,29 537 ,98 5 2,5 94, 296 3,1 16, 985 12, 202 ,64 8 15, 319 ,63 3 375 ,33 8 15, 694 ,97 1 per ‐ ‐ ‐ App riat ion of p rofi t of 201 0 rop nsfe le l re and ine d e ings (4,4 20, 429 ) (4,4 20, 429 ) 20, 429 Tra to reta 4,4 r ga ser ves arn ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Cha the f ca l he ld i ffili d c (1,5 ) (1,5 ) (1,5 ) (4,1 ) (5,6 ) s in pita ies 96, 425 96, 425 96, 425 03, 273 99, 698 tag ate nge per cen e o n a om pan ‐ ‐ ‐ ‐ ‐ ‐ Oth ch (1,8 60) 3,2 48 3,2 48 3,2 48 1,3 88 er ang es ‐ ‐ ‐ ‐ ‐ ‐ (1,1 ) (31 95) (52 86) Bal 30 Ju 201 1 250 ,00 0,0 00 132 ,63 8,2 53 44, 690 6,8 ,73 8,0 78, 438 ,58 2 12, 202 ,64 8 340 ,64 1,2 30 8,7 25, 001 349 ,36 6,2 31 s at anc a e ne ‐ |
ribu tab le qui old of S api tal Att to E ty H e C ers ona |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
The accompanying notes are part of these financial statements.
| Notes | 30.06.2011 | 30.06.2010 | 2nd quarter 11 1 | 2nd quarter 10 1 | |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES: | |||||
| Cash receipts from trade debtors | 70,638,901 | 92,397,975 | 31,475,429 | 42,754,154 | |
| Cash receipts from trade creditors | (48,864,713) | (79,722,065) | (20,001,993) | (40,382,240) | |
| Cash paid to employees | (19,812,602) | (22,411,146) | (10,779,971) | (11,643,884) | |
| Cash flow generated by operations | 1,961,586 | (9,735,236) | 693,465 | (9,271,970) | |
| Income taxes (paid) / received | (1,611,667) | (4,817,054) | (646,017) | (4,131,044) | |
| Other cash receipts and (payments) relating to operating activities | (2,496,822) | 2,870,382 | (1,951,032) | 4,767,729 | |
| Net cash flow from operating activities (1) | (2,146,903) | (11,681,908) | (1,903,584) | (8,635,285) | |
| INVESTMENT ACTIVITIES: | |||||
| Cash receipts arising from: | |||||
| Investments | 40,910,953 | 388,548 | 38,410,953 | 25,001 | |
| Tangible assets | 635,984 | 1,194,346 | 332,597 | 456,185 | |
| Interest and similar income | 214,969 | 142,019 | 145,432 | (500,457) | |
| Loans granted | 96,856 | 11,401,460 | ‐ | 9,343,505 | |
| Dividends | 149,502 | 228,233 | 149,502 | 201,747 | |
| 42,008,264 | 13,354,606 | 39,038,484 | 9,525,981 | ||
| Cash Payments arising from: | |||||
| Investments | (6,027,865) | (976,574) | (23,721) | (357,728) | |
| Tangible assets | (7,123,615) | (2,978,357) | (3,800,769) | (1,238,063) | |
| Intangible assets | (396,797) | (31,275) | (374,562) | (3,145) | |
| Loans granted | ‐ | (12,000) | 3,250,000 | ‐ | |
| (13,548,277) | (3,998,206) | (949,052) | (1,598,936) | ||
| Net cash used in investment activities (2) | 28,459,987 | 9,356,400 | 38,089,432 | 7,927,045 | |
| FINANCING ACTIVITIES: | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 48,979,969 | 9,644,246 | 34,616,106 | 2,407,616 | |
| 48,979,969 | 9,644,246 | 34,616,106 | 2,407,616 | ||
| Cash Payments arising from: | |||||
| Loans obtained | (70,362,507) | (2,366,343) | (69,045,474) | (2,080,998) | |
| Interest and similar charges | (5,441,259) | (3,421,888) | (3,148,542) | (162,873) | |
| Others | ‐ | (292,784) | ‐ | 522,738 | |
| (75,803,766) | (6,081,015) | (72,194,016) | (1,721,133) | ||
| Net cash used in financing activities (3) | (26,823,797) | 3,563,231 | (37,577,910) | 686,483 | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | (510,713) | 1,237,723 | (1,392,062) | (21,757) | |
| Effect of foreign exchange rate | (2,397) | (37,103) | (2,488) | (21,016) | |
| Cash and cash equivalents at the beginning of the period | 15 | 2,497,210 | 1,943,023 | 3,378,468 | 3,218,590 |
| Cash and cash equivalents at the end of the period | 15 | 1,988,894 | 3,217,849 | 1,988,894 | 3,217,849 |
The accompanying notes are part of these financial statements.
SONAE CAPITAL, SGPS, SA ("Company", "Group" or "Sonae Capital") whose head‐office is at Lugar do Espido, Via Norte, Apartado 3053, 4471‐907 Maia, Portugal, is the parent company of a group of companies, as detailed in Notes 4 to 6 ("Sonae Capital Group") and was set up on 14 December 2007 as a result of the demerger of the shareholding in SC, SGPS, SA (previously named Sonae Capital, SGPS, SA) from Sonae Group, which was approved by the Board of Directors on 8 November 2007 and by the Shareholder's General Meeting held on 14 December 2007.
Sonae Capital's business portfolio was reorganized according to its strategic objective, set on the development of three distinct and autonomous business areas:
The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2010.
Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accompanying consolidated financial statements have been prepared from the books and accounting records of the Company and of its affiliated undertakings (Notes 4 to 6), on a going concern basis and under the historical cost convention, except for derivative financial instruments which are stated at fair value.
Changes in accounting standards, interpretations, amendments and revisions issued with mandatory application to periods beginning on or after 1 January 2011, did not lead to significant impacts on the financial statements for 30 June 2011.
Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 30 June 2011 and 31 December 2010, are as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2011 | 31 December 2010 | |||||||
| Company | Head Office | Direct | Total | Direct | Total | |||
| Sonae Capital SGPS, SA | Maia | Holding | Holding | Holding | Holding | |||
| Tourism | ||||||||
| Aqualuz ‐ Turismo e Lazer, Lda | a) | Lagos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Casa da Ribeira ‐ Hotelaria e Turismo, SA | a) | Marco de Canaveses |
100.00% | 100.00% | 100.00% | 100.00% | ||
| 1) | Atlantic Ferries – Traf. Loc. Flu. e Marit., SA | a) | Grândola | 80.00% | 80.00% | 80.00% | 80.00% | |
| Golf Time ‐ Golfe e Inv.Turisticos, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Imoareia Investimentos Turísticos, SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Imopenínsula ‐ Sociedade Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Imoresort ‐ Sociedade Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Investalentejo, SGPS, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Marimo ‐Exploração Hoteleira Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Marina de Tróia, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Marina Magic ‐ Exploração de Centros Lúd, SA | a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Marmagno‐Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Marvero‐Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Modus Faciendi – Gestão e Serviços, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| SII ‐ Soberana Investimentos Imobiliários, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Sete e Meio ‐ Investimentos e Consultadoria, SA |
a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Solinca ‐ Health & Fitness, SA | a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% | |
| Solinca‐Investimentos Turísticos, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Solinfitness ‐ Club Málaga, SL | a) | Málaga (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Soltroia‐Imob.de Urb.Turismo de Tróia, SA | a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae Turismo ‐ SGPS, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sontur, BV | a) | Amesterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Tróia Market, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Tróia Natura, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Troiaresort ‐ Investimentos Turísticos, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Troiaverde‐Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Tulipamar‐Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Assets | |||||||
| Bloco Q‐Sociedade Imobiliária, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Bloco W‐Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Empreend.Imob.Quinta da Azenha, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Centro Residencial da Maia,Urban., SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Cinclus Imobiliária, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 87.74% | |
| Country Club da Maia‐Imobiliaria, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Espimaia, SGPS, SA | a) | Porto | 100.00% | 100.00% | ‐ | ‐ |
| Imobiliária da Cacela, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 87.74% | |
| Imoclub‐Serviços Imobiliários, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imodivor ‐ Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 87.74% | |
| Imoferro‐Soc.Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imohotel‐Emp.Turist.Imobiliários, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoponte‐Soc.Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imosedas‐Imobiliária e Serviços, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Implantação – Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 87.74% | |
| Porturbe‐Edificios e Urbanizações, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 87.74% | |
| Praedium II‐Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium – Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium‐SGPS, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Prédios Privados Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Predisedas‐Predial das Sedas, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Promessa Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC Assets, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sete e Meio Herdades ‐ Investimentos Agrícolas e Turismo, SA |
a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Soconstrução, BV | a) | Amesterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Soira‐Soc.Imobiliária de Ramalde, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 87.74% | |
| Sótaqua ‐ Soc. de Empreendimentos Turísticos, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 87.74% | |
| Spinveste ‐ Promoção Imobiliária, SA | a) | Porto | 100.00% | 100.00% | 87.74% | 87.74% |
| Spinveste‐Gestão Imobiliária SGII, SA | a) | Porto | 100.00% | 100.00% | 87.74% | 87.74% | |
|---|---|---|---|---|---|---|---|
| Torre São Gabriel‐Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Urbisedas‐Imobiliária das Sedas, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Venda Aluga‐Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Vistas do Freixo‐Emp.Tur.imobiliários,SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| World Trade Center Porto, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Spred | |||||||
| Contacto Concessões, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Cronosaúde – Gestão Hospitalar, SA | a) | Porto | 100.00% | 50.00% | 100.00% | 50.00% | |
| Ecociclo II – Energias, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Edifícios Saudáveis Consultores ‐ Ambiente e Energia em Edifícios, SA |
a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Friengineering, SA | a) | São Paulo (Brazil) | 100.00% | 70.00% | 100.00% | 70.00% | |
| Inparvi SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum Colombo – Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum‐Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum‐Serviços Partilhados, SA | a) | Maia | 100.00% | 70.00% | 100.00% | 70.00% | |
| Invsaúde – Gestão Hospitalar, SA | a) | Maia | 100.00% | 50.00% | 100.00% | 50.00% | |
| 3) | Martimope – Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| PJP ‐ Equipamento de Refrigeração, Lda | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
| Saúde Atlântica ‐ Gestão Hospitalar, SA | a) | Maia | 50.00% | 50.00% | 50.00% | 50.00% | |
| SC – Eng. e Promo Imobiliária,SGPS,SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Selfrio, SGPS, SA | a) | Matosinhos | 70.00% | 70.00% | 70.00% | 70.00% | |
| Selfrio‐Engenharia do Frio, SA | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
| Sistavac‐Sist.Aquecimento,V.Ar C., SA | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
| SKK Distribucion de Refrigeración, S.R.L. | a) | Spain | 100.00% | 70.00% | 100.00% | 70.00% | |
| SKK‐Central de Distr., SA | a) | Porto | 100.00% | 70.00% | 100.00% | 70.00% | |
| SKKFOR ‐ Ser. For. e Desen. de Recursos, SA | a) | Maia | 100.00% | 70.00% | 100.00% | 70.00% | |
| SMP‐Serv. de Manutenção Planeamento, SA | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
| Société de Tranchage Isoroy SAS | a) | Honfleur (France) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sopair, SA | a) | Madrid (Spain) | 100.00% | 70.00% | 100.00% | 70.00% | |
| Spred SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Others | |||||||
| Interlog‐SGPS, SA | a) | Lisbon | 98.98% | 98.98% | 98.98% | 98.98% | |
| Rochester Real Estate, Ltd | a) | Kent (U.K.) | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC – Sociedade de Consultadoria, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC‐SGPS, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC Finance, BV | a) | Amesterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
a) Majority of voting rights
1) Company included in Spred segment in 2010
2) Company acquired in the period
3) Company included in Tourism segment in 2010
Associated and jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group as at 30 June 2011 and 31 December 2010 are as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2011 | 31 December 2010 | Book Value | ||||||
| 31 December | ||||||||
| Company | Head Office | Direct | Total | Direct | Total | 30 June 2011 | 2010 | |
| Tourism | ||||||||
| Andar ‐ Sociedade Imobiliária, SA | Maia | 50.00% | 50.00% | 50.00% | 50.00% | 871,058 | 942,174 | |
| Sociedade de Construções do Chile, SA |
Lisbon | 100.00% | 50.00% | 100.00% | 50.00% | ‐ | ‐ | |
| Fundo de Investimento Imobiliário Fechado Imosede |
Maia | 45.45% | 45.45% | 45.45% | 45.45% | 56,376,573 | 55,156,588 | |
| Sociedade Imobiliária Tróia ‐ B3, SA | Grândola | 20.00% | 20.00% | 20.00% | 20.00% | 436,153 | 438,004 | |
| Vastgoed One ‐ Sociedade Imobiliária, SA |
Maia | 100.00% | 50.00% | 100.00% | 50.00% | ‐ | ‐ | |
| Vastgoed Sun ‐ Sociedade Imobiliária, SA |
Maia | 100.00% | 50.00% | 100.00% | 50.00% | ‐ | ‐ | |
| Spred | ||||||||
| 1) | Cinclus‐Plan. e Gestão de Projectos, SA |
Porto | ‐ | ‐ | 25.00% | 25.00% | ‐ | 606,678 |
| Lidergraf ‐ Artes Gráficas, Lda | Vila do Conde | 24.50% | 24.50% | 24.50% | 24.50% | 447,061 | 489,822 | |
| Norscut ‐ Concessionária de Scut Interior Norte, SA |
Lisbon | 36.00% | 36.00% | 36.00% | 36.00% | 2,154,424 | 742,338 | |
| Operscut ‐ Operação e Manutenção de Auto‐estradas, SA |
Lisbon | 15.00% | 15.00% | 15.00% | 15.00% | 24,000 | 24,000 | |
| Sodesa, SA | Lisbon | 50.00% | 50.00% | 50.00% | 50.00% | 29,300 | 10,548 | |
| 1) | TP ‐ Sociedade Térmica, SA | Porto | ‐ | ‐ | 50.00% | 50.00% | ‐ | 13,968,114 |
| Total | 60,338,569 | 72,378,266 | ||||||
Associated and jointly controlled companies are consolidated using the equity method.
Nil balances shown result from the reduction to acquisition cost of amounts determined by the equity method, discontinuing the recognition of its part of additional losses under the terms of IAS 28.
As at 30 June 2011 and 31 December 2010, aggregate values of main financial indicators of associated and jointly controlled companies can be analyzed as follows:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Total Assets | 834,976,520 | 987,199,563 |
| Total Liabilities | 655,887,216 | 784,329,964 |
| Income | 59,290,619 | 178,412,566 |
| Expenses | 55,883,730 | 161,303,622 |
During the periods ended 30 June 2011 and 2010, movements in investments in associated companies may be summarized as follows:
| 30 June 2011 | 30 June 2010 | |
|---|---|---|
| Opening balance as at 1 January | 72,378,266 | 69,233,729 |
| Acquisitions in the period | 172,712 | 52,380 |
| Impairments in the period | ‐ | (592,817) |
| Disposals in the period | (17,557,623) | ‐ |
| Equity method | 5,345,214 | 1,523,198 |
| Dividends received | ‐ | (26,486) |
| Transfers | ‐ | ‐ |
| Closing balance as at 30 June | 60,338,569 | 70,190,004 |
| Consolidation differences transferred to investments | ‐ | ‐ |
| 60,338,569 | 70,190,004 |
The use of the equity method had the following impacts: 2,750,918 euro was recorded in share of results of associated undertakings (1,505,425 euro at 30 June 2010) and 2,594,296 euro of other changes recorded in reserves (17,772 euro at 30 June 2010).
The impact in investment income of the sale of the shareholdings in TP – Sociedade Térmica, S.A. and Cinclus – Planeamento e Gestão de Projectos, S.A. was 20,953,335 euro.
Group companies, jointly controlled companies and associated companies excluded from consolidation, their head offices, percentage of share capital held and book value as at 30 June 2011 and 31 December 2010 are made up as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2011 | 31 December 2010 | |||||||
| Company | Reason for exclusion |
Head Office |
Direct | Total | Direct | Total | 30 June 2011 | 31 December 2010 |
| Tourism | ||||||||
| Delphinus – Soc. de Tur. e Div. de Tróia, SA |
a) | Grândola | 79.00% | 79.00% | 79.00% | 79.00% | ‐ | ‐ |
| Infratroia – Emp. De Infraest. De Troia, E.N. |
a) | Grândola | 25.90% | 25.90% | 25.90% | 25.90% | 64,747 | 64,747 |
| Spidouro S.P.E.I. Douro e Trás‐os‐Montes, SA |
Vila Real | 8,30% | 8,30% | 8,30% | 8,30% | ‐ | ‐ | |
| Spred | ||||||||
| Net, SA | Lisbon | 2.80% | 2.80% | 2.80% | 2.80% | 11,132 | 11,132 | |
| Sear ‐ Sociedade Europeia de Arroz, SA |
Santiago do Cacém |
15.00% | 15.00% | 15.00% | 15.00% | 150,031 | 150,031 | |
| Fundo de Capital de Risco F‐ HITEC |
Lisbon | 7.14% | 7.14% | 7.14% | 7.14% | 250,000 | 250,000 | |
| Spinarq – Engenharia, Energia e Ambiente, SA |
a) | Luanda | 99.90% | 99.90% | 99.90% | 99.90% | 191,507 | 191,507 |
| Other investments | 479,231 | 471,705 | ||||||
| Total (Note 10) | 1,146,648 | 1,139,122 |
a) Subsidiary incorporated in the period for which, at the date of these financial statements, there is not enough financial information regarding the current period.
Nil balances shown above, result from deduction of impairment losses.
| Percentage of capital held | ||||
|---|---|---|---|---|
| At acquisition date | ||||
| Company | Head Office | Direct Total |
||
| SC Assets | ||||
| Espimaia, SGPS, SA | Porto | 100.00% | 100.00% |
The above acquisition had the following impact in the consolidated financial statements as at 30 June 2011:
| Acquisition Date | 30 June 2011 | |
|---|---|---|
| Net assets acquired | ||
| Investments | 5,000,000 | ‐ |
| Other assets | 117,858 | 119,205 |
| Cash and cash equivalents | 2,033 | 234 |
| Other liabilities | (1,085) | (500) |
| 5,118,806 | 118,939 | |
| Equity | 699,696 | |
| Acquisition price | 5,818,502 | |
| Payments made | 5,818,502 | |
| Net cash flow from the acquisition | ||
| Payments made | 5,818,502 | |
| Cash and equivalents acquired | (2,033) | |
| 5,816,469 |
During the six months period ended 30 June 2011, movements in tangible and intangible fixed assets, as well as in amortization and accumulated impairment losses, are made up as follows:
| Tangible Assets | ||||||
|---|---|---|---|---|---|---|
| Land and Buildings |
Equipment | Other Tangible Assets |
Tangible Assets in progress |
Total Tangible Assets |
||
| Gross Cost: | ||||||
| Opening balance as at 1 January 2011 | 200,519,144 | 126,961,058 | 3,463,524 | 13,774,203 | 344,717,929 | |
| Changes in consolidation perimeter | - | - | - | - | - | |
| Capital expenditure | 92,117 | 94,889 | 8,413 | 8,051,650 | 8,247,069 | |
| Disposals | (825,203) | (15,543) | (1,149,840) | (160) | (1,990,746) | |
| Exchange rate effect | (5,798) | (1,302) | (1,186) | - | (8,286) | |
| Transfers | 13,897,165 | 2,876,634 | 75,860 | (1,841,624) | 15,008,035 | |
| Closing balance as at 30 June 2011 | 213,677,425 | 129,915,736 | 2,396,771 | 19,984,069 | 365,974,001 | |
| Accumulated depreciation and impairment losses | ||||||
| Opening balance as at 1 January 2011 | 44,334,203 | 40,050,694 | 2,643,287 | - | 87,028,184 | |
| Changes in consolidation perimeter | - | - | - | - | - | |
| Charges for the period 1) | 1,682,205 | 4,763,211 | 39,805 | - | 6,485,221 | |
| Disposals 2) | (388,071) | (23,278) | (705,834) | - | (1,117,183) | |
| Exchange rate effect | (1,536) | (871) | (782) | - | (3,189) | |
| Transfers | - | (29,247) | - | - | (29,247) | |
| Closing balance as at 30 June 2011 | 45,626,801 | 44,760,509 | 1,976,476 | - | 92,363,786 | |
| Carrying amount as at 1 January 2011 | 156,184,941 | 86,910,364 | 820,237 | 13,774,203 | 257,689,745 | |
| Carrying amount as at 30 June 2011 | 168,050,624 | 85,155,227 | 420,295 | 19,984,069 | 273,610,215 |
1) Include impairment losses of 13,102 euro.
2) Include reversal of impairment losses of 9,797 euro, recorded as other operational income.
Major amounts included in the caption Tangible assets in progress, refer to the following projects:
| 30 June 2011 | |
|---|---|
| Tróia | 9,485,719 |
| Cogeneration Project Integrum Colombo | 5,423,491 |
| Ecoresort Project (Tróia) | 2,166,269 |
| Boavista Complex refurbishment | 1,387,334 |
| Others | 1,521,256 |
| 19,984,069 |
| Intangible Assets | |||||
|---|---|---|---|---|---|
| Patents and | Other | Intangible | Total | ||
| other similar | Software | Intangible | Assets in | Intangible | |
| rights | Assets | progress | Assets | ||
| Gross Cost: | |||||
| Opening balance as at 1 January 2011 | 7,441,756 | 2,649,462 | 8,202 | 36,788 | 10,136,208 |
| Changes in consolidation perimeter | ‐ | ‐ | ‐ | ‐ | ‐ |
| Capital expenditure | 336,467 | 20,198 | ‐ | 46,321 | 402,986 |
| Disposals | (489) | ‐ | ‐ | ‐ | (489) |
| Exchange rate effect | ‐ | (404) | ‐ | ‐ | (404) |
| Transfers | 17,297 | 68,245 | ‐ | (48,682) | 36,860 |
| Closing balance as at 30 June 2011 | 7,795,031 | 2,737,501 | 8,202 | 34,427 | 10,575,161 |
| Accumulated depreciation and | |||||
| impairment losses | |||||
| Opening balance as at 1 January 2011 | 836,125 | 2,041,853 | 8,202 | ‐ | 2,886,180 |
| Changes in consolidation perimeter | ‐ | ‐ | ‐ | ‐ | ‐ |
| Charges for the period | 87,885 | 92,765 | ‐ | ‐ | 180,650 |
| Disposals | (489) | ‐ | ‐ | ‐ | (489) |
| Exchange rate effect | ‐ | (238) | ‐ | ‐ | (238) |
| Transfers | 4 | 20,360 | ‐ | ‐ | 20,364 |
| Closing balance as at 30 June 2011 | 923,525 | 2,154,740 | 8,202 | ‐ | 3,086,467 |
| Carrying amount as at 1 January 2011 | 6,605,631 | 607,609 | ‐ | 36,788 | 7,250,028 |
| Carrying amount as at 30 June 2011 | 6,871,506 | 582,761 | ‐ | 34,427 | 7,488,694 |
During the six months period ended 30 June 2011, movements in goodwill, as well as in corresponding impairment losses, are as follows:
| 30 June 2011 | |
|---|---|
| Gross amount: | |
| Opening balance | 62,434,923 |
| Increases ‐ acquisition of affiliated companies | ‐ |
| Closing balance | 62,434,923 |
| Accumulated impairment losses: | |
| Opening balance | 1,301,596 |
| Increases | ‐ |
| Decreases | ‐ |
| Closing balance | 1,301,596 |
| ‐ | |
| Total Operations | 61,133,327 |
As at 30 June 2011 this caption can be detailed as follows:
| 30 June 2011 | ||
|---|---|---|
| Non‐current | Current | |
| Investments in group companies, jointly controlled companies or | ||
| associated companies excluded from consolidation | ||
| Opening balance as at 1 January | 8,324,249 | ‐ |
| Acquisitions in the period | 7,526 | ‐ |
| Disposals in the period | ‐ | ‐ |
| Transfers | ‐ | ‐ |
| Changes in consolidation perimeter | ‐ | ‐ |
| Closing balance as at 30 June | 8,331,775 | ‐ |
| Accumulated impairment losses (Note 23) | (7,707,935) | ‐ |
| 623,840 | ‐ | |
| Investments held for sale | ||
| Fair value as at 1 January | 651,807 | ‐ |
| Acquisitions in the period | ‐ | ‐ |
| Disposals in the period | ‐ | ‐ |
| Increase/(Decrease) in fair value | ‐ | ‐ |
| Transfers | ‐ | ‐ |
| Fair value as at 31 December | 651,807 | ‐ |
| Accumulated impairment losses (Note 23) | (128,999) | ‐ |
| Fair value (net of impairment losses) as at 30 June | 522,808 | ‐ |
| Other Investments (Note 6) | 1,146,648 | ‐ |
| Derivatives | ||
| Fair value as at 1 January | ‐ | ‐ |
| Acquisitions in the period | ‐ | ‐ |
| Disposals in the period | ‐ | ‐ |
| Increase/(Decrease) in fair value | ‐ | ‐ |
| Fair value as at 30 June | ‐ | ‐ |
| 1,146,648 | ‐ |
Investments in group companies, jointly controlled companies or associated companies excluded from consolidation and investments held for sale are recorded at acquisition cost less impairment losses. The Group considers that it is not reasonable to estimate a fair value for these investments as there is no visible market data.
As at 30 June 2011 and 31 December 2010, other non‐current assets are detailed as follows:
| 30 June 2011 | 31 December 2010 |
|
|---|---|---|
| Loans granted to related parties | ||
| Norscut ‐ Concessionária de Scut Interior Norte, SA | 15,689,170 | 15,222,745 |
| Others | 89,916 | 89,916 |
| 15,779,086 | 15,312,661 | |
| Impairment losses (Note 23) | (34,916) | (34,916) |
| 15,744,170 | 15,277,745 | |
| Trade accounts receivable and other debtors Impairment losses (Note 23) |
2,024,607 ‐ |
1,963,623 ‐ |
| 2,024,607 | 1,963,623 | |
| Other non current assets | 17,768,777 | 17,241,368 |
Stocks as at 30 June 2011 and 31 December 2010 can be detailed as follows, highlighting the value attributable to real estate developments:
| 30 June 2011 | 31 December 2010 | |||
|---|---|---|---|---|
| of which Real | of which Real | |||
| Total | Estate | Total | Estate | |
| Developments | Developments | |||
| Raw materials, by‐products and consumables | 1,046,087 | ‐ | 970,130 | ‐ |
| Goods for sale | 31,367,907 | 29,249,899 | 46,410,044 | 44,141,062 |
| Finished goods | 98,503,803 | 98,503,803 | 118,169,443 | 118,169,444 |
| Work in progress | 85,920,501 | 81,343,684 | 71,891,012 | 68,202,152 |
| Payments on account | 68,459 | ‐ | 68,459 | ‐ |
| 216,906,758 | 209,097,386 | 237,509,088 | 230,512,658 | |
| Accumulated impairment losses on stocks (Note 23) | (6,831,830) | (6,763,370) | (7,726,492) | (7,658,033) |
| Stocks | 210,074,928 | 202,334,016 | 229,782,596 | 222,854,625 |
As at 30 June 2011 and 31 December 2010, trade accounts receivable and other current assets are detailed as follows:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Trade accounts receivable | 32,409,854 | 40,387,089 |
| Taxes recoverable | 14,002,567 | 12,781,799 |
| Loans granted to and other amounts to be received from related parties | ||
| Sit B3 | 2,559,886 | 2,559,886 |
| TP | - | - |
| Others | 20,991 | 152,997 |
| 2,580,877 | 2,712,883 | |
| Other current assets | ||
| Suppliers with a debtor balance | 1,179,484 | 817,490 |
| Other debtors | 9,180,376 | 9,704,647 |
| Accounts receivable from the sale of financial investments | 24,146,339 | 25,546,339 |
| Accounts receivable from the sale of tangible assets | 14,560 | 17,824 |
| Interest receivable | 473,274 | 506,646 |
| Deferred costs - Rents | 219,140 | 141,923 |
| Deferred costs - External supplies and services | 833,256 | 698,899 |
| Other current assets | 1,373,557 | 655,536 |
| 37,419,986 | 38,089,304 | |
| Accumulated impairment losses (Note 23) | (32,165,822) | (32,274,040) |
| Trade accounts receivable and other current assets | 54,247,462 | 61,697,035 |
Deferred tax Assets and Liabilities as at 30 June 2011 and 31 December 2010, split between the different types of temporary differences, can be detailed as follows:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 30 June 2011 | 31 December 2010 |
30 June 2011 | 31 December 2010 |
|
| Amortization and Depreciation harmonization | ||||
| adjustments | 1,594,578 | 1,498,863 | 1,798,829 | 1,469,476 |
| Provisions and impairment losses of non‐tax deductible |
2,968,827 | 2,965,355 | ‐ | ‐ |
| Write off of tangible and intangible assets | 1,108,004 | 1,219,269 | ‐ | ‐ |
| Write off of accruals | 500,759 | 547,186 | ‐ | ‐ |
| Revaluation of tangible assets | ‐ | ‐ | 549,896 | 558,354 |
| Tax losses carried forward | 15,402,548 | 13,413,700 | ‐ | ‐ |
| Write off of stocks | ‐ | ‐ | 1,121,271 | 1,128,591 |
| Others | 111,268 | 11,495 | 441,353 | 459,625 |
| 21,685,984 | 19,655,868 | 3,911,349 | 3,616,046 |
In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2011 and 31 December 2010, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| 30 June 2011 | 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets |
Time limit |
Tax losses carried forward |
Deferred tax assets |
Time limit | |
| With limited time use | ||||||
| Generated in 2005 | 3,863,667 | 965,917 | 2011 | 3,809,015 | 952,254 | 2011 |
| Generated in 2006 | 6,694,276 | 1,673,569 | 2012 | 6,879,972 | 1,719,993 | 2012 |
| Generated in 2007 | 2,832,608 | 708,152 | 2013 | 2,832,608 | 708,152 | 2013 |
| Generated in 2008 | 7,747,724 | 1,936,931 | 2014 | 7,747,724 | 1,936,931 | 2014 |
| Generated in 2009 | 11,043,066 | 2,760,767 | 2015 | 11,338,921 | 2,834,730 | 2015 |
| Generated in 2010 | 19,213,561 | 4,803,391 | 2014 | 20,705,765 | 5,176,440 | 2014 |
| Generated in 2011 | 9,830,221 | 2,457,555 | 2015 | ‐ | ‐ | 2015 |
| 61,225,122 | 15,306,281 | 53,314,005 | 13,328,501 | |||
| With a time limit different from the above mentioned |
385,486 | 96,267 | 340,859 | 85,199 | ||
| 61,610,608 | 15,402,548 | 53,654,864 | 13,413,700 |
As at 30 June 2011 and 31 December 2010, deferred tax assets resulting from tax losses carried forward were re‐assessed. Deferred tax assets have only been recorded to the extent that future profits will arise which may be offset against available tax losses or against deductible temporary differences.
| 30 June 2011 | 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Tax Credit | Time limit |
Tax losses carried forward |
Tax Credit | Time limit |
|
| With limited time use | ||||||
| Generated in 2005 | 5,192,860 | 1,298,214 | 2011 | 5,238,537 | 1,309,633 | 2011 |
| Generated in 2006 | 9,978,973 | 2,494,745 | 2012 | 10,739,887 | 2,684,974 | 2012 |
| Generated in 2007 | 17,638,591 | 4,409,647 | 2013 | 18,591,477 | 4,647,869 | 2013 |
| Generated in 2008 | 31,360,974 | 7,840,245 | 2014 | 31,452,195 | 7,863,050 | 2014 |
| Generated in 2009 | 48,718,257 | 12,179,564 | 2015 | 52,127,358 | 13,031,839 | 2015 |
| Generated in 2010 | 17,996,774 | 4,499,195 | 2014 | 18,374,162 | 4,593,540 | 2014 |
| Generated in 2011 | 9,770,243 | 2,442,560 | 2015 | ‐ | ‐ | 2015 |
| 140,656,671 | 35,164,170 | 136,523,615 | 34,130,906 | |||
| Without limited time use | 1,186,715 | 395,532 | 1,186,715 | 395,532 | ||
| With a time limit different from the above mentioned |
18,501,831 | 5,332,777 | 20,982,690 | 5,802,011 | ||
| 19,688,546 | 5,728,309 | 22,169,405 | 6,197,543 | |||
| 160,345,217 | 40,892,479 | 158,693,020 | 40,328,449 |
As at 30 June 2011, tax losses carried forward amounting to 160,345,217 euro (158,693,020 euro as at 31 December 2010), have not originated deferred tax assets for prudential reasons:
As at 30 June 2011 and 31 December 2010, Cash and Cash equivalents can be detailed as follows:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Cash at hand | 177,634 | 236,316 |
| Bank deposits | 2,849,468 | 2,962,982 |
| Treasury applications | ‐ | ‐ |
| Cash and cash equivalents on the balance sheet | 3,027,102 | 3,199,298 |
| Bank overdrafts (Note 18) | (538,208) | (202,088) |
| Guarantee deposit | (500,000) | (500,000) |
| Cash and cash equivalents in the statement of cash‐flows |
1,988,894 | 2,497,210 |
Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under Current bank loans (Note 18).
The share capital of Sonae Capital SGPS, SA is represented by 250,000,000 ordinary shares, which do not have the right to a fixed remuneration, with a nominal value of 1 euro each.
The demerger originated a reserve in the amount of 132,638,253 euro, which has a treatment similar to that of a Legal Reserve. According to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.
Movements in non‐controlling interests in the periods ended 30 June 2011 and 31 December 2010 are as follows:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Opening balance as at 1 January | 12,454,796 | 11,319,241 |
| Changes in percentage by acquisition / increase capital | ‐ | 310,000 |
| Changes in hedging reserves | 7,782 | (9,033) |
| Changes in the percentage of capital held in affiliated companies | (4,103,273) | ‐ |
| Changes resulting from currency translation | (6,555) | 46,997 |
| Others | (1,860) | (12,677) |
| Profit for the period attributable to minority interests | 374,111 | 800,268 |
| Closing balance as at 30 June | 8,725,001 | 12,454,796 |
As at 30 June 2011 and 31 December 2010, Borrowings are made up as follows:
| 30 June 2011 | 31 December 2010 | ||||
|---|---|---|---|---|---|
| Outstanding amount | Outstanding amount | Repayable on | |||
| Current | Non‐current | Current | Non‐current | ||
| Bank loans | |||||
| Sonae Capital SGPS ‐ commercial paper a) | ‐ | 30,000,000 | ‐ | 30,000,000 | Mar/2013 |
| Sonae Capital SGPS ‐ commercial paper e) | 16,250,000 | ‐ | 4,000,000 | 12,250,000 | Dec/2013 |
| Sonae Capital SGPS ‐ commercial paper b) | 11,900,000 | ‐ | 22,000,000 | ‐ | Mar/2018 |
| Sonae Capital SGPS ‐ commercial paper c) d) i) | 32,100,000 | ‐ | 59,700,000 | ‐ | Aug/2011 |
| Sonae Capital SGPS ‐ commercial paper d) | ‐ | ‐ | 36,600,000 | ‐ | Aug/2011 |
| Sonae Capital SGPS ‐ commercial paper f) | 3,700,000 | ‐ | ‐ | ‐ | Feb/2016 |
| Sonae Capital SGPS ‐ commercial paper g) | 3,000,000 | ‐ | ‐ | ‐ | Jun/2016 |
| Selfrio Engenharia ‐ commercial paper | 1,400,000 | ‐ | 1,400,000 | 700,000 | May/2012 |
| Sonae Capital SGPS h) | ‐ | 35,000,000 | ‐ | ‐ | Jun/2017 |
| Up‐front fees | ‐ | (498,527) | ‐ | (34,211) | |
| Others | 94,143 | ‐ | 132,844 | ‐ | |
| 68,444,143 | 64,501,473 | 123,832,844 | 42,915,789 | ||
| Bank overdrafts (Note 15) | 538,208 | ‐ | 202,088 | ‐ | |
| Bank loans | 68,982,351 | 64,501,473 | 124,034,932 | 42,915,789 | |
| Bond Loans | |||||
| Sonae Capital 2007/2012 Bonds | ‐ | 30,000,000 | ‐ | 30,000,000 | Dec/2012 |
| Sonae Capital 2011/2016 Bonds | ‐ | 10,000,000 | ‐ | ‐ | Jan/2016 |
| SC, SGPS, S.A. 2008/2018 Bonds | ‐ | 50,000,000 | ‐ | 50,000,000 | Mar/2018 |
| Up‐front fees | ‐ | (563,700) | ‐ | (593,681) | |
| Bond Loans | ‐ | 89,436,300 | ‐ | 79,406,319 | |
| Other loans | 487,640 | 3,521,215 | 1,001,327 | 2,986,459 | |
| Derivatives (Note 19) | 9,134 | 481,055 | ‐ | 1,077,097 | |
| Obligations under finance leases | 3,017,075 | 27,553,347 | 3,479,253 | 25,636,993 | |
| Up‐front fees on finance leases | ‐ | (133,382) | ‐ | (129,251) | |
| 72,496,200 | 185,360,008 | 128,515,512 | 151,893,406 |
a) Commercial paper programme, with subscription guarantee, issued on 14 March 2008 and valid for a 5 year period.
b) Short term commercial paper programme, issued on 28 March 2008 and valid for a 10 year period.
c) Sonae Turismo, SGPS, SA is a co-guarantor in this loan.
d) Commercial paper programme, issued on 29 August 2009 and valid up to 29 August 2011.
e) Short term commercial paper programme, with subscription guarantee, issued on 30 December 2010, with annual renewals up to 3 years.
f) Short term commercial paper programme, with subscription guarantee, issued on 17 February 2011, with annual renewals up to 5 years.
g) Short term commercial paper programme, with subscription guarantee, issued on 1 June 2011, with annual renewals up to 5 years.
h) Bank loan secured by mortgages on real state, issued on 2 June 2011 and for a 6 year period, with annual repayments.
i) Commercial paper programme, with subscription guarantee, issued on 31 March 2011 and valid up to 29 August 2016.
As at 30 June 2011, Bond loans of the Group were as follows:
The interest rate on bonds in force on 30 June 2011 was on average 3.56%.
Bank loans pay interest rates that are indexed to the Euribor market rates of the period, and its fair value is considered close to its book value
Other non‐current loans include reimbursable subsidies to affiliated undertakings, which do not bear interest.
The repayment schedule of the nominal value of borrowings (includes finance leasing creditors) may be summarized as follows:
| 30 June 2011 | 31 December 2010 | ||||
|---|---|---|---|---|---|
| Nominal value | Interest | Nominal value | Interest | ||
| N+1 a) | 72,487,067 | 7,474,918 | 128,515,511 | 5,703,005 | |
| N+2 | 65,174,060 | 6,718,275 | 37,457,919 | 3,234,236 | |
| N+3 | 10,346,383 | 4,927,538 | 41,255,250 | 2,020,753 | |
| N+4 | 10,360,541 | 4,148,185 | 3,051,392 | 1,538,673 | |
| N+5 | 20,929,965 | 3,544,152 | 3,025,754 | 1,480,122 | |
| After N+5 | 79,263,613 | 4,613,836 | 66,783,138 | 2,503,818 | |
| 258,561,629 | 31,426,905 | 280,088,964 | 16,480,607 |
a) Of the total amount maturing in N +1, 85% concerns to commercial paper taken under lines of credit with commitment exceeding one year.
Hedging instruments used by the Group as at 30 June 2011 were mainly interest rate options (cash‐flow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 55,000,000 euro, whose fair value of 490,189 euro is recorded as liabilities. As at 30 June 2011, all derivatives are hedging derivatives.
These interest rate hedging instruments are valued at fair value as at the balance sheet date, determined by valuations made by the Group using derivative valuation calculation schedules and external valuations when these schedules do not permit the valuation of certain instruments. For options, fair value is determined using the Black‐Scholes model and its variants.
Risk coverage guidelines generally used by the Group in contractually arranged hedging instruments are as follows:
Counterparts for derivatives are selected based on their financial strength and credit risk profile, with this profile being generally measured by a rating note attributed by rating agencies of recognized merit. Counterparts for derivatives are top level, highly prestigious financial institutions which are recognized nationally and internationally.
The fair value of derivatives is as follows:
| Assets | Liabilities | |||
|---|---|---|---|---|
| 30 June 2011 | 31 December 2010 |
30 June 2011 | 31 December 2010 |
|
| Non‐Hedge accounting derivatives | ||||
| Interest rate | ‐ | ‐ | ‐ | ‐ |
| Hedge accounting derivatives | ||||
| Interest rate | ‐ | ‐ | 490,189 | 1,077,097 |
| Other derivatives | ‐ | ‐ | ‐ | ‐ |
| ‐ | ‐ | 490,189 | 1,077,097 |
As at 30 June 2011 and 31 December 2010 other non‐current liabilities can be detailed as follows:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Loans and other amounts payable to related parties |
||
| Plaza Mayor Parque de Ocio, SA | 2,249,688 | 2,252,251 |
| Others | 1,098,000 | 1,098,000 |
| 3,347,688 | 3,350,251 | |
| Other creditors Creditors in the restructuring process of Torralta Fixed assets suppliers Others |
30,141,463 ‐ ‐ |
30,141,463 ‐ 3,999 |
| 30,141,463 | 30,145,462 | |
| Deferred income | 3,068,128 | 3,145,977 |
| Pension fund responsibilities | ‐ | ‐ |
| Other non‐current liabilities | 36,557,279 | 36,641,690 |
Other creditors include 30,141,463 euro payable to creditors of an affiliated undertaking under the terms of a judicial restructuring process. The court decision dated 27 November 1997 (which confirms the terms approved in the creditors meeting of 23 September 1997) states that these credits will be payable 50 years from the date that the decision was confirmed (30 January 2003).
In 2011 and in previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae Capital SGPS, SA (until 2007 in the form of shares of Sonae, SGPS, SA) to be acquired at nil cost, three years after they were attributed to the employee. In any case, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the choice to settle in cash instead of shares. The option can only be exercised if the employee still works for the Sonae Capital Group on the vesting date. On 28 January 2008 existing liabilities based on Sonae, SGPS, SA's shares have been recalculated to reflect liabilities based on Sonae Capital, SGPS, SA's shares. Closing share prices as at that date were used in this recalculation.
As at 30 June 2011 and December 2010, the market value of total liabilities arising from share‐based payments, which have not yet vested, may be summarized as follows:
| Number of | Fair Value | |||||||
|---|---|---|---|---|---|---|---|---|
| Year of grant | Vesting year | participants | 30 June 2011 | 31 December 2010 | ||||
| Shares | ||||||||
| 2008 | 2011 | 3 | ‐ | 34,015 | ||||
| 2009 | 2012 | 3 | 86,173 | 141,664 | ||||
| 2010 | 2013 | 4 | 88,420 | 145,478 | ||||
| 2011 | 2014 | 3 | 126,480 | ‐ | ||||
| Total | 301,073 | 321,157 |
As at 30 June 2011 and December 2010, the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which have not yet vested:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Other non‐current liabilities | 76,890 | 142,935 |
| Other current liabilities | 92,074 | 34,015 |
| Reserves | 143,765 | 293,939 |
| Staff Costs | 25,199 | (116,989) |
As at 30 June 2011 and December 2010 trade accounts payable and other current liabilities can be detailed as follows:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Trade creditors | 21,462,136 | 26,672,579 |
| Loans granted by and other payables to related parties | 107,760 | 202,241 |
| Other current liabilities | ||
| Fixed assets suppliers | 2,162,850 | 1,299,229 |
| Advances from customers and down payments | 2,981,094 | 2,166,714 |
| Other creditors | 1,232,170 | 1,193,755 |
| Taxes and contributions payable | 3,723,751 | 5,975,560 |
| Staff costs | 6,585,855 | 6,271,783 |
| Amounts invoiced for works not yet completed | 6,284,353 | 8,078,357 |
| Other external supplies and services | 5,209,187 | 4,838,872 |
| Interest payable | 1,411,727 | 608,832 |
| Expenses with construction contracts | 532,787 | 970,584 |
| Investment aid | 1,742,424 | 1,757,658 |
| Other liabilities | 4,753,355 | 5,203,381 |
| 36,619,553 | 38,364,725 | |
| Trade accounts payable and other current liabilities | 58,189,449 | 65,239,545 |
Movements in provisions and accumulated impairment losses over the period ended 30 June 2011 were as follows:
| Captions | Balance as at 1 January 2011 |
Increases | Decreases | Balance as at 30 June 2011 |
|---|---|---|---|---|
| Accumulated impairment losses on: | ||||
| Other Investments (Notes 5 and 10) | 7,868,877 | ‐ | ‐ | 7,868,877 |
| Other non‐current assets (Note 11) | 34,916 | ‐ | ‐ | 34,916 |
| Trade accounts receivable (Note 13) | 4,367,254 | 51,472 | (170,465) | 4,248,261 |
| Other current debtors (Note 13) | 27,906,786 | 10,775 | ‐ | 27,917,561 |
| Stocks (Note 12) | 7,726,492 | 30,911 | (925,573) | 6,831,830 |
| Non‐current provisions | 3,185,975 | ‐ | (1) | 3,185,974 |
| Current provisions | 2,704,909 | ‐ | (1,249,693) | 1,455,216 |
| 53,795,209 | 93,158 | (2,345,732) | 51,542,635 |
As at 30 June 2011 and 31 December 2010, detail of other provisions was as follows:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Judicial claims | 1,707,327 | 2,887,019 |
| Others | 2,933,863 | 3,003,864 |
| 4,641,190 | 5,890,883 | |
Impairment losses are deducted from the book value of the corresponding asset.
As at 30 June 2011 and 31 December 2010 the most important contingent liabilities referred to guarantees given and were made up as follows:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Guarantees given: | ||
| on VAT reimbursements | 54,937 | 1,295,000 |
| on tax claims | 2,911,171 | 2,702,720 |
| on judicial claims | ‐ | 1,897,406 |
| on municipal claims | 3,700,394 | 3,175,168 |
| Others | 16,991,551 | 17,976,743 |
Other includes the following guarantees:
6,779,748 euro (7,766,329 euro as at 31 December 2010) of guarantees on construction works given to clients;
8,643,393 euro (same amount as at 31 December 2010) of guarantees given concerning building permits in the Tourism business.
The Group has not registered provisions for the events/disagreements for which these guarantees were given since the Group believes that the above mentioned events will not result in a loss for the Group.
Balances and transactions during the periods ended 30 June 2011 and 2010 with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | |||||
|---|---|---|---|---|---|---|
| Transactions | 30 June 2011 | 30 June 2010 | 30 June 2011 | 30 June 2010 | ||
| Parent company and group companies excluded from consolidation (a) | ‐ | ‐ | 115 | ‐ | ||
| Associated companies | 346,903 | 754,799 | 268,222 | 266,218 | ||
| Other partners in Group companies | 14,044,419 | 27,405,220 | 3,098,374 | 3,384,636 | ||
| 14,391,322 | 28,160,019 | 3,366,711 | 3,650,854 | |||
| Interest income | Interest expenses | |||||
| Transactions | 30 June 2011 | 30 June 2010 | 30 June 2011 | 30 June 2010 | ||
| Parent company and group companies excluded from consolidation (a) | ‐ | ‐ | ‐ | ‐ | ||
| Associated companies | 473,645 | 716,803 | ‐ | ‐ | ||
| Other partners in Group companies | ‐ | 1,645 | 73,240 | 76,980 | ||
| 473,645 | 718,448 | 73,240 | 76,980 | |||
| Accounts receivable | Accounts payable | |||||
| Balances | 30 June 2011 | 31 December 2010 |
30 June 2011 | 31 December 2010 |
||
| Parent company and group companies excluded from consolidation (a) | 942 | ‐ | 212 | 115 | ||
| Associated companies | 607,894 | 562,039 | 51,644 | 24,598 | ||
| Other partners in Group companies | 9,782,342 | 15,874,001 | 4,457,611 | 5,346,467 | ||
| 10,391,178 | 16,436,040 | 4,509,467 | 5,371,180 | |||
| Loans obtained | Loans granted | |||||
| Balances | 30 June 2011 | 31 December 2010 |
30 June 2011 | 31 December 2010 |
||
| Parent company and group companies excluded from consolidation (a) | ‐ | ‐ | ‐ | ‐ | ||
| Associated companies | ‐ | ‐ | 15,689,170 | 15,569,601 | ||
| Other partners in Group companies | 2,249,688 | 2,252,251 | ‐ | ‐ | ||
| 2,249,688 | 2,252,251 | 15,689,170 | 15,569,601 | |||
(a) The parent company is Efanor Investimentos, SGPS, SA; balances and transactions with Sonae, SGPS, SA and Sonae Indústria, SGPS, SA are Included under Other partners in Group companies.
Income tax for the six months periods ended 30 June 2011 and 2010 was made up as follows:
| 30 June 2011 | 30 June 2010 | |
|---|---|---|
| Current tax | 1,196,681 | 1,850,483 |
| Deferred tax | (1,734,825) | (6,130,293) |
| (538,144) | (4,279,810) | |
As at 30 June 2011 and 2010, the reconciliation of consolidated net profit can be analyzed as follows:
| 30 June 2011 | 30 June 2010 | |
|---|---|---|
| Aggregate net profit | 26,735,588 | 3,861,194 |
| Harmonization adjustments | (583,713) | 1,997,209 |
| Elimination of intragroup dividends | (7,417,837) | (45,114,978) |
| Share of gains/(losses) of associated undertakings | 2,750,918 | 1,478,939 |
| Elimination of intragroup capital gains/(losses) | ‐ | 27,251,640 |
| Elimination of intragroup impairment | 830,911 | (6,158,467) |
| Reversal of impairment losses | ‐ | 3,457,708 |
| Adjustments of gains/(losses) of financial shareholdings sale |
(9,747,196) | 7,816,779 |
| Others | 8,088 | 30,509 |
| ‐ | ‐ | |
| Consolidated net profit for the year | 12,576,759 | (5,379,467) |
Earnings per share for the periods ended 30 June 2011 and 2010 were calculated taking into consideration the following amounts:
| 30 June 2011 | 30 June 2010 | |
|---|---|---|
| Net profit Net profit taken into consideration to calculate basic earnings per share (Net profit for the period ) |
12,202,648 | (5,426,249) |
| Effect of dilutive potential shares Interest related to convertible bonds (net of tax) |
‐ ‐ |
‐ ‐ |
| Net profit taken into consideration to calculate diluted earnings per share |
12,202,648 | (5,426,249) |
| Number of shares Weighted average number of shares used to calculated basic earnings per share Effect of dilutive potential ordinary shares from convertible bonds |
250,000,000 ‐ |
250,000,000 ‐ |
| Weighted average number of shares used to calculated diluted earnings per share |
250,000,000 | 250,000,000 |
| Earnings per share (basic and diluted) | 0.048811 | (0.021705) |
There are no convertible instruments included in Sonae Capital, SGPS, SA's shares, hence there is no dilutive effect.
In the periods ended 30 June 2011 and 2010, the following were identified as segments:
No secondary business segments were disclosed since Group activities are almost all carried out in Portugal. Foreign activities are not significant enough to justify disclosure of a different geographical segment.
The contributionof the business segments to the income statement for the six months periods ended on 30 June 2011 and 2010 can be detailed as follows:
| 30 J 201 1 une |
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Pro fit & Lo Acc t ss oun |
Tou rism Ope ratio ns |
Atla ntic Ferr ies |
Oth er |
Inte t Inco rseg men me |
Tot al T ism our |
Res tial Prop iden erty Dev elop t men |
eal Esta Oth er R te A ts sse |
Oth er |
Inte t Inco rseg men me |
al S C A Tot ts sse |
Self rio Gro up |
Oth er |
Inte t Inco rseg men me |
al S Tot d pre |
Hol din g & Oth ers |
Inte ent rse gm Inco me |
Con sol idat ed |
| Ope ratio nal Inco me |
|||||||||||||||||
| Sale s |
3,11 6,11 9 |
- | - | - | 3,11 6,11 9 |
532 ,650 |
4,89 7,26 7 |
- | (2,8 00,0 00) |
2,62 9,91 7 |
29,6 63,9 25 |
2,58 2,88 2 |
- | 32,2 46,8 07 |
- | (3,4 80,5 99) |
34,5 12,2 44 |
| Serv ices dere d ren |
14,9 00,9 29 |
1,46 1,40 9 |
2,0 12,1 41 |
(1,3 16,1 67) |
58,3 17,0 12 |
623 ,519 |
3,16 8,92 7 |
- | (11 8,79 1) |
3,65 5 3,67 |
8,41 0,60 5 |
2,99 4,93 2 |
(14 ,794 ) |
11,3 90,7 43 |
2,05 8,45 9 |
(4,7 12) 03,0 |
57 29,4 78,1 |
| Oth tion al in er o pera com e |
2,48 7,01 7 |
96,0 52 |
24,5 54 |
(10 7) 9,00 |
2,49 8,61 6 |
123 ,938 |
395 ,736 |
28,6 49 |
(52 ) ,775 |
495 ,548 |
726 ,234 |
537 ,225 |
- | 1,26 3,45 9 |
450 ,031 |
3,18 5,09 7 |
7,89 2,75 1 |
| 20,5 04,0 65 |
1,55 7,46 1 |
2,03 6,69 5 |
(1,4 25,1 74) |
22,6 73,0 47 |
1,28 0,10 7 |
8,46 1,93 0 |
28,6 49 |
(2,9 71,5 66) |
6,79 9,12 0 |
38,8 00,7 64 |
6,11 5,03 9 |
(14 ,794 ) |
44,9 01,0 09 |
2,50 8,49 0 |
(4,9 98,5 14) |
71,8 83,1 52 |
|
| Ope rati l ca sh- flow (EB ITDA ona |
) ( 9) 7,09 7,03 |
814 ,744 |
(13 3) 8,17 |
(3,4 73) |
(6,4 41) 23,9 |
(32 8) 1,03 |
825 ,169 |
(14 ) ,390 |
(73 5) |
489 ,006 |
2,62 9,72 6 |
697 ,804 |
(117 ) |
3,32 7,41 3 |
(66 6) 4,19 |
3,66 6 |
(3,2 52) 68,0 |
| 30 J | 201 |
|---|---|
| une | 0 |
| Pro fit & Lo ss A unt cco |
Tou rism Ope ratio ns |
Atla ntic Ferr ies |
Othe r |
Inter t Inco seg men me |
Tot al T ism our |
Res tial Prop iden erty Dev elop t men |
al Esta Othe r Re te A ts sse |
Othe r |
Inter t Inco seg men me |
Tot al S C A ts sse |
Box Lin es |
Self rio Gro up |
Othe r |
Inter t Inco seg men me |
Tot al S d pre |
Hold & Oth ing ers |
Inte ent rse gm Inco me |
Con sol idat ed |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ope ratio nal I nco me |
||||||||||||||||||
| Sale s |
9,38 0,67 9 |
- | - | - | 9,38 0,67 9 |
1,05 6,10 0 |
640 ,500 |
- | - | 1,69 6,60 0 |
- | 28,5 49,3 25 |
2,93 8,28 6 |
- | 31,4 87,6 11 |
- | (127 ,569 ) |
42,4 37,3 21 |
| Serv ices dere d ren |
15,8 20,7 40 |
1,58 1,64 1 |
1,46 2,67 6 |
(1,3 17,7 43) |
17,5 47,3 14 |
534 ,848 |
3,50 7,56 6 |
- | (162 ,971 ) |
3,87 9,44 3 |
17,5 47,3 37 |
7,22 1,93 4 |
3,27 5,09 7 |
(22 ,307 ) |
28,0 22,0 61 |
2,25 3,19 4 |
(4,8 83) 52,1 |
46,8 49,8 29 |
| Othe iona l inc erat r op ome |
2,15 8,10 8 |
25,0 05 |
410 ,374 |
(105 ,921 ) |
2,48 7,56 6 |
98,0 31 |
646 ,981 |
- | (76 ,644 ) |
668 ,368 |
58,9 26 |
241 ,276 |
504 ,086 |
(26 1) |
804 ,027 |
305 ,497 |
(297 ,229 ) |
3,96 8,22 9 |
| 27,3 59,5 27 |
1,60 6,64 6 |
1,87 3,05 0 |
(1,4 23,6 64) |
29,4 15,5 59 |
1,68 8,97 9 |
4,79 5,04 7 |
- | (239 ,615 ) |
6,24 4,41 1 |
17,6 06,2 63 |
36,0 12,5 35 |
6,71 7,46 9 |
(22 ,568 ) |
60,3 13,6 99 |
2,55 8,69 1 |
(5,2 76,9 81) |
93,2 55,3 79 |
|
| Ope rati l ca sh- flow (EB ITDA ona |
) ( 1,46 1,03 8) |
(655 ,307 ) |
455 ,950 |
(2,1 10) |
(1,6 62,5 05) |
(552 ,613 ) |
1,93 3,86 0 |
(10, 085 ) |
21,7 56 |
1,39 2,91 8 |
275 ,753 |
2,19 8,54 9 |
319 ,799 |
159 | 2,79 4,26 0 |
(560 ,152 ) |
2,83 7 |
1,96 7,35 8 |
The contributionof the business segments to the balance sheets as at 30 June 2011 and 31 December 2010 can be detailed as follows:
| 30 J 201 1 une |
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bala She et nce |
Tou rism Ope ratio ns |
Atla ntic Ferr ies |
Othe r |
Inter t Adju seg men stme nts |
Tot al T ism our |
Res tial Prop iden erty Dev elop t men |
al Esta Othe r Re te A ts sse |
Othe r |
Inter t Adju seg men stme nts |
Tot al S C A sse |
ts S elfri o G roup |
Othe r |
Inter t Adju seg men stme nts |
Tot al S pre |
d H oldi ng & Oth ers |
Inte ent rse gm Adj ust nts me |
Con soli date d |
| Fixe d As sets Tan gible and Inta ngib le |
163 ,403 ,822 |
25,4 29,6 36 |
333 ,843 |
- | 189 ,167 ,301 |
350 ,095 |
77,6 34,2 46 |
- | - | 77,9 84,3 41 |
463 ,706 |
13,3 54,7 91 |
- | 13,8 18,4 97 |
128 ,770 |
- | 281 ,098 ,909 |
| Inve stme nts |
652 ,990 |
- | 271 ,608 |
- | 924 ,598 |
- | 871 ,058 |
56,3 76,5 74 |
- | 57,2 47,6 32 |
0 | 3,31 1,73 7 |
- | 3,31 1,73 7 |
1,25 0 |
- | 61,4 85,2 17 |
| Othe r As sets |
172 ,625 ,478 |
1,97 5,26 0 |
174 ,799 ,401 |
(174 ) ,923 ,506 |
174 ,476 ,633 |
49,4 32,4 20 |
113 ,092 ,753 |
157 ,053 ,865 |
(197 ) ,851 ,357 |
121 ,727 ,681 |
60,5 18,0 39 |
47,7 43,8 51 |
(14, ) 765 ,427 |
93,4 96,4 63 |
413 ,934 ,063 |
(435 ,697 ,257 ) |
367 ,937 ,583 |
| Tot al A ts sse |
336 ,682 ,290 |
27,4 04,8 96 |
175 ,852 ,404 |
(174 ,506 ) ,923 |
,568 ,532 364 |
82,5 15 49,7 |
,598 ,057 191 |
213 ,430 ,439 |
(197 ,851 ,357 ) |
256 ,959 ,654 |
60,9 81,7 46 |
64,4 10,3 79 |
(14, 765 ,427 |
) 110 ,626 ,697 |
414 ,064 ,083 |
(435 ,257 ) ,697 |
,521 710 ,709 |
| Tot al L iabi litie s |
251 ,589 ,908 |
24,0 44,0 83 |
,745 213 ,862 |
(174 ,358 ) ,923 |
,456 ,495 314 |
27,5 49,7 80 |
149 ,143 ,111 |
,175 184 ,813 |
(195 ,051 ,053 ) |
188 ,632 ,813 |
26,7 36,8 41 |
53,2 33,6 31 |
(14, 765 ,435 ) |
45,6 24,6 37 |
251 ,586 ,182 |
(438 ,056 ) ,741 |
,155 ,475 361 |
| Tec hnic al in tme nt ves |
4,31 4,64 7 |
64,1 14 |
- | - | 4,37 8,76 1 |
333 ,150 |
290 ,514 |
- | - | 623 ,664 |
90,7 70 |
3,53 4,79 8 |
- | 3,62 5,56 8 |
22,0 61 |
- | 8,65 0,05 4 |
| Gro Deb t ss |
3,77 7,90 9 |
20,8 91,4 31 |
0 | - | 24,6 69,3 40 |
510 | 404 ,881 |
- | - | 405 ,391 |
5,67 1,81 4 |
9,42 9,87 0 |
- | 45,5 11,2 44 |
,535 221 ,934 |
- | 257 ,856 ,209 |
| Net Deb t |
3,38 4,76 3 |
20,7 94,8 15 |
(6,1 46) |
- | 24,1 73,4 32 |
(507 ,656 ) |
375 ,959 |
(1,3 22) |
- | (133 ,019 ) |
1,06 5,55 5 |
9,20 4,73 7 |
- | 10,2 70,2 93 |
220 ,518 ,401 |
- | 254 ,829 ,106 |
| 31 D | mbe r 20 10 ece |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bala She et nce |
Tou rism Ope ratio ns |
Atla ntic Ferr ies |
Oth er |
Inter t Adju seg men stme nts |
Tot al T ism our |
Res tial Prop iden erty Dev elop t men |
al Esta Othe r Re te A ts sse |
Othe r |
Inter t Adju seg men stme nts |
ts S Tot al S C A sse |
elfri o Gr oup |
Othe r |
Inter t Adju seg men stme nts |
Tot al S pre |
d H oldi ng & Oth ers |
Inte ent rse gm Adj ust nts me |
Con soli date d |
| Fixe d As Tan gible and Inta ngib le sets |
148 ,819 ,754 |
26,0 52,9 29 |
395 ,538 |
- | 175 ,268 ,221 |
25,4 15 |
78,6 19,4 54 |
- | - | 78,6 44,8 69 |
,484 557 |
10,2 83,0 15 |
- | 10,8 78,7 74 |
147 ,910 |
- | 264 ,939 ,773 |
| Inve stme nts |
647 ,321 |
- | 271 ,608 |
- | 918 ,929 |
- | 942 ,174 |
54,5 24,8 12 |
- | 55,4 66,9 86 |
0 | 1,92 3,66 0 |
- | 1,92 3,66 0 |
15,2 07,8 15 |
- | 73,5 17,3 89 |
| Othe r As sets |
189 ,212 ,015 |
1,93 1,53 4 |
169 ,457 ,322 |
(170 ,467 ,915 ) |
,955 190 ,132 |
46,4 07,9 78 |
114 ,537 ,861 |
153 ,686 ,107 |
(190 ,744 ,145 ) |
123 ,887 ,801 |
61,2 14,1 50 |
46,4 96,7 06 |
(24, 101 ,549 ) |
87,8 17,9 66 |
,353 391 ,073 |
(400 ,583 ) ,202 |
392 ,709 ,492 |
| Tot al A ts sse |
338 ,679 ,089 |
27,9 84,4 62 |
170 ,124 ,468 |
(170 ,467 ,915 ) |
366 ,320 ,105 |
46,4 33,3 92 |
194 ,099 ,489 |
208 ,210 ,919 |
(190 ,744 ,145 ) |
257 ,999 ,655 |
61,7 71,6 35 |
58,7 03,3 81 |
(24, 101 ,549 |
) 100 ,620 ,399 |
406 ,429 ,078 |
(400 ,202 ,583 ) |
731 ,166 ,655 |
| Tot al L iabi litie s |
247 ,955 ,879 |
23,5 77,1 60 |
201 ,845 ,568 |
(170 ) ,467 ,453 |
302 ,911 ,154 |
46,7 33,5 59 |
148 ,301 ,219 |
175 ,585 ,925 |
(190 ) ,744 ,356 |
179 ,876 ,347 |
28,8 79,7 46 |
27,4 32,1 06 |
(20, ) 881 ,416 |
40,1 76,8 16 |
269 ,276 ,207 |
(400 ) ,443 ,442 |
391 ,797 ,082 |
| Tec hnic al in tme nt ves |
6,69 7,64 6 |
334 ,932 |
312 ,873 |
- | 5,45 7,34 1 |
57,9 90 |
268 ,987 |
- | - | 326 ,977 |
45,3 96 |
2,20 9,77 7 |
- | 7,57 2,47 7 |
92,8 24 |
20,8 84 |
10,2 63,7 14 |
| Gro ss D ebt |
3,35 8,54 4 |
21,6 70,9 57 |
25,0 95 |
- | 25,0 54,5 97 |
- | 718 ,081 |
- | - | 718 ,081 |
2,65 7,96 0 |
6,45 2,71 4 |
- | 9,68 6,88 5 |
244 ,949 ,354 |
- | 280 ,408 ,918 |
| Net Deb t |
3,09 1,25 6 |
21,4 04,6 48 |
(261 ,565 ) |
- | 24,2 34,3 39 |
(512 ,754 ) |
517 ,864 |
(40, 727 ) |
- | (35, 616 ) |
768 ,264 |
6,37 0,42 8 |
- | 8,11 9,62 8 |
244 ,891 ,269 |
- | 277 ,209 ,619 |
Net debt of the Holding can be analyzed as follows:
| 30 June 2011 | |
|---|---|
| Inflows | |
| Gross bank debt | 221,535,934 |
| Cash and cash equivalents | 1,017,532 |
| Net bank debt | 220,518,402 |
| Sonae Turismo | ‐ |
| SC Assets | ‐ |
| Spred | 24,158,200 |
| Intercompany ST Loans obtained | 24,158,200 |
| Total Inflows | 244,676,602 |
| Outflows | |
| Sonae Turismo | 208,520,362 |
| SC Assets | 177,158,250 |
| Spred | 826,000 |
| Intercompany ST Loans granted | 386,504,612 |
On 20 July 2011, the Group, through its wholly owned company, Troiaserort – Investimentos Turisticos, S.A., sold the whole of its 20% shareholding in the share capital of Sociedade Imobiliária Tróia B3, S.A., as well as all loans to Salvor – Sociedade de Investimento Hoteleiro, S.A. This sale resulted in a cash inflow of around 9.2 million euro. Based on data as at 31 March 2011, this transaction will have an estimated impact of 6.2 million euro in the 2011 consolidated results of Sonae Capital.
These consolidated financial statements were approved by the Board of Directors and authorized for issue on 25 August 2011.
(Translation from the Portuguese Original)
(Translation of the individual financial statements originally issued in Portuguese)
(Amounts expressed in euro)
| ASSETS | Notes | 30 June 2011 | 31 December 2010 | |
|---|---|---|---|---|
| NON CURRENT ASSETS: | ||||
| Tangible assets | - | - | ||
| Investments | 4 | 542,139,453 | 542,139,453 | |
| Deferred tax assets | 133,658 | 157,965 | ||
| Other non current assets | 5 | 189,586,043 | 220,718,043 | |
| Total Non Current Assets | 731,859,154 | 763,015,461 | ||
| CURRENT ASSETS: | ||||
| Other current assets | 6 | 33,745,432 | 20,151,723 | |
| Cash and cash equivalents | 7 | 980,227 | 27,355 | |
| Total Current Assets | 34,725,659 | 20,179,078 | ||
| TOTAL ASSETS | 766,584,813 | 783,194,539 | ||
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share Capital | 8 | 250,000,000 | 250,000,000 | |
| Legal reserve | 8,307,376 | 8,191,127 | ||
| Other reserves | 9 | 289,628,622 | 287,419,883 | |
| Retained earnings | - | - | ||
| Profit / (Loss) for the period | 58,887 | 2,324,988 | ||
| TOTAL EQUITY | 547,994,885 | 547,935,998 | ||
| LIABILITIES: | ||||
| NON CURRENT LIABILITIES: | ||||
| Bank loans | 10 | 64,501,473 | 42,215,789 | |
| Bonds | 10 | 39,922,346 | 29,943,901 | |
| Other non current liabilities | 50,211 | 97,003 | ||
| Deferred tax liabilities | 17,199 | 22,586 | ||
| Total Non Current Liabilities | 104,491,229 | 72,279,279 | ||
| CURRENT LIABILITIES | ||||
| Suppliers | 11,551 | 75,521 | ||
| Bank overdrafts | 10 | 66,950,000 | 122,300,000 | |
| Other creditors | 11 | 45,443,446 | 39,693,292 | |
| Other current liabilities | 12 | 1,693,702 | 910,449 | |
| Total Current Liabilities | 114,098,699 | 162,979,262 | ||
| TOTAL EQUITY AND LIABILITIES | 766,584,813 | 783,194,539 |
The accompanying notes are an integral part of these financial statements
| Notes | 30 June 2011 | 30 June 2010 | |
|---|---|---|---|
| Operational income | |||
| Other operational income | 322,771 | 53,575 | |
| Total operational income | 322,771 | 53,575 | |
| Operational expenses | |||
| External supplies and services | 13 | (127,744) | (161,882) |
| Staff costs | 14 | (494,715) | (606,578) |
| Depreciation and amortisation | (1) | (1,321) | |
| Other operational expenses | (3,000) | (98,247) | |
| Total operational expenses | (625,460) | (868,028) | |
| Operational profit/(loss) | (302,689) | (814,453) | |
| Financial income | 4,963,127 | 5,097,105 | |
| Financial expenses | (4,576,559) | (4,761,450) | |
| Net financial income/(expenses) | 15 | 386,568 | 335,655 |
| Investment income | 15 | - | 2,871,845 |
| Profit/(loss) before taxation | 83,879 | 2,393,047 | |
| Taxation | 16 | (24,992) | 115,477 |
| Profit/(loss) for the period | 58,887 | 2,508,524 | |
| Profit/(loss) per share | |||
| Basic and diluted | 17 | 0.000236 | 0.010034 |
The accompanying notes are an integral part of these financial statements
(Amounts expressed in euro)
| nd Quarter 2011 2 |
nd Quarter 2010 2 |
|
|---|---|---|
| (Unaudited) | (Unaudited) | |
| Operational income: | ||
| Other operational income | 209,354 | 40,588 |
| Total operational income | 209,354 | 40,588 |
| Operational expenses: | ||
| External supplies and services | (68,903) | (103,240) |
| Staff costs | (272,213) | (294,937) |
| Depreciation and amortisation | - | (660) |
| Other operational expenses | 18,947 | (36,569) |
| Total operational expenses | (322,169) | (435,406) |
| Operational profit/(loss) | (112,815) | (394,818) |
| Financial income | 3,078,492 | 2,254,406 |
| Financial expenses | (2,503,241) | (2,286,573) |
| Net financial income/(expenses) | 575,251 | (32,167) |
| Investment income | - | 2,871,845 |
| Profit/(loss) before taxation | 462,436 | 2,444,860 |
| Taxation | (117,655) | 102,524 |
| Profit/(loss) for the period | 344,781 | 2,547,384 |
| Profit/(loss) per share | ||
| Basic and diluted | 0.001379 | 0.010190 |
The accompanying notes are part of these financial statements
(Amounts expressed in euro)
| 30 June 2011 | 30 June 2010 | |
|---|---|---|
| Net profit for the period | 58,887 | 2,508,524 |
| Exchange differences arising from translating foreign operations | - | - |
| Share of other comprehensive income of associated undertakings and joint ventures | ||
| accounted for by the equity method | - | - |
| Change in the fair value of assets available for sale | - | - |
| Change in the fair value of cash flow hedging derivatives | - | - |
| Gains on property revaluations | - | - |
| Income tax relating to components of other comprehensive income | - | - |
| Other comprehensive income for the period | - | - |
| Total comprehensive income for the period | 58,887 | 2,508,524 |
The accompanying notes are an integral part of these financial statements
| nd Quarter 2011 2 (Unaudited) |
nd Quarter 2010 2 (Unaudited) |
|
|---|---|---|
| Net profit for the period | 344,781 | 2,547,384 |
| Exchange differences on translating foreign operations | - | - |
| Share of other comprehensive income of associates and joint ventures | ||
| accounted by the equity method | - | - |
| Change in the fair value of assets available for sale | - | - |
| Change in the fair value of cash flow hedging derivatives | - | - |
| Gains on property revaluation | - | - |
| Income tax relating to components of other comprehensive income | - | - |
| Other comprehensive income for the period | - | - |
| Total comprehensive income for the period | 344,781 | 2,547,384 |
The accompanying notes are part of these financial statements
(Translation of the individual financial statements originally issued in Portuguese)
| Sha re Cap ital |
Ow n Sha res |
Leg al Res erve |
Tra nsla tion Res erve |
Fai r Va lue Res erve |
Hed ging Res erve |
Oth er Res erve s |
Ret aine d Ear ning s |
Sub l tota |
Net fit / (los s) pro |
Tota l Eq uity |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Bala Ja at 1 201 0 nce as nua ry |
250 ,000 ,000 |
- | - | - | - | - | 132 ,638 ,253 |
(84 0) 9,78 |
131 ,788 ,473 |
163 ,822 ,537 |
545 ,611 ,010 |
| Tota l co ehe nsiv e in e fo r the riod mpr com pe |
- | - | - | - | - | - | - | - | - | 2,5 08,5 24 |
2,5 08,5 24 |
| App riati f pr ofits rop on o : Tra nsfe lega l res d re tain ed e ings r to erve an arn |
- | - | 8,1 91, 127 |
- | - | - | 154 ,781 ,630 |
849 ,780 |
163 ,822 ,537 |
(16 3,82 2,53 7) |
- |
| Divi den ds d istri bute d Acq uisi tion /(di sal) of sha spo own res |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
| Oth ers |
- | - | - | - | - | - | - | - | - | - | - |
| Bala at 3 0 J 20 10 nce as une |
250 ,000 ,000 |
- | 8,1 91, 127 |
- | - | - | 287 ,419 ,883 |
- | 295 ,611 ,010 |
2,5 08,5 24 |
548 ,119 ,534 |
| Bala at 1 Ja 201 1 nce as nua ry |
250 ,000 ,000 |
- | 8,1 91, 127 |
- | - | - | 287 ,419 ,883 |
- | 295 ,611 ,010 |
2,3 24, 988 |
547 ,935 ,998 |
| Tota l co ehe nsiv e in e fo r the riod mpr com pe |
- | - | - | - | - | - | - | - | - | 58, 887 |
58, 887 |
| App riati f pr ofits rop on o : Tra nsfe r to lega l res d re tain ed e ings erve an arn |
- | - | 116 ,249 |
- | - | - | 2,2 08,7 39 |
- | 2,3 24,9 88 |
(2,3 24, 988 ) |
- |
| Divi den ds d istri bute d Acq uisi tion /(di sal) of sha spo own res |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
| Oth ers |
- | - | - | - | - | - | - | - | - | - | - |
| Bala at 3 0 J 20 11 nce as une |
250 ,000 ,000 |
- | 8,3 07,3 76 |
- | - | - | 289 ,628 ,622 |
- | 297 ,935 ,998 |
58, 887 |
547 ,994 ,885 |
The accompanying notes are an integral part of these financial statements
(Amounts expressed in euro)
| OPERATING ACTIVITIES Cash paid to trade creditors 179,070 216,770 Cash paid to employees 473,019 460,643 Cash flow generated by operations (652,089) (677,413) Income taxes (paid)/received 104,512 54,650 Other cash receipts/(payments) relating to operating activities (87,069) 377,401 Net cash flow from operating activities [1] (843,670) (354,662) INVESTMENT ACTIVITIES Cash receipts arising from: Interest and similar income 3,027,224 6,175,215 Dividends - 2,871,845 Loans obtained 90,112,000 191,096,257 93,139,224 200,143,317 Cash payments arising from: Investments - 159,500,000 Tangible assets - - Loans granted 70,556,000 67,245,984 70,556,000 (226,745,984) Net cash flow from investment activities [2] 22,583,224 (26,602,667) FINANCING ACTIVITIES Cash receipts arising from: Loans obtained 50,749,000 29,863,907 50,749,000 29,863,907 Cash Payments arising from: Interest and similar costs 3,935,681 2,934,333 Loans obtained 67,600,000 - 71,535,681 (2,934,333) Net cash flow from financing activities [3] (20,786,681) 26,929,574 Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] 952,873 (27,755) Cash and cash equivalents at the beginning of the period 27,355 55,597 Cash and cash equivalents at the end of the period 7 980,227 27,842 |
30 June 2011 | 30 June 2010 | |
|---|---|---|---|
The accompanying notes are an integral part of these financial statements
(Amounts expressed in euro)
| nd Quarter 2011 2 (Unaudited) |
nd Quarter 2010 2 (Unaudited) |
|
|---|---|---|
| OPERATING ACTIVITIES | ||
| Cash paid to trade creditors | 60,175 | 130,303 |
| Cash paid to employees | 171,934 | 290,182 |
| Cash flow generated by operations | (232,109) | (420,485) |
| Income taxes (paid)/received | 1,647 | 54,149 |
| Other cash receipts/(payments) relating to operating activities | 57,750 | 287,318 |
| Net cash flow from operating activities [1] | (176,006) | (187,316) |
| INVESTMENT ACTIVITIES | ||
| Cash receipts arising from: | ||
| Interest and similar income | 7,660 | 54,345 |
| Dividends | - | 2,871,845 |
| Loans granted | 90,112,000 | 191,096,257 |
| 90,119,660 | 194,022,447 | |
| Cash payments arising from: Investments |
- | - |
| Tangible assets | - | - |
| Loans granted | 54,912,000 | 56,130,800 |
| 54,912,000 | 56,130,800 | |
| Net cash flow from investment activities [2] | 35,207,660 | 137,891,647 |
| FINANCING ACTIVITIES | ||
| Cash receipts arising from: | ||
| Loans obtained | 35,896,000 | (136,690,657) |
| 35,896,000 | (136,690,657) | |
| Cash Payments arising from: | ||
| Interest and similar costs | 2,799,327 | 1,057,200 |
| Loans obtained | 67,600,000 | - |
| 70,399,327 | 1,057,200 | |
| Net cash from financing activities [3] | (34,503,327) | (137,747,857) |
| Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] | 528,327 | (43,526) |
| Cash and cash equivalents at the beginning of the period | 451,901 | 71,368 |
| Cash and cash equivalents at the end of the period | 980,227 | 27,842 |
The accompanying notes are part of these financial statements
(Amounts expressed in euro)
Sonae Capital, SGPS, SA ("the Company" or "Sonae Capital") whose registered office is at Lugar do Espido, Via Norte, Apartado 3053, 4471‐907 Maia, Portugal, was set up on 14 December 2007 by public deed, following the demerger from Sonae, SGPS, SA of the whole of the shareholding in the company formerly named Sonae Capital, SGPS, SA, now named SC, SGPS, SA, in compliance with paragraph a) of article 118 of the Commercial Companies Code.
According to Decree‐Law 35/2005 of 17 February 2007, the Company's financial statements have been prepared in accordance with International Financial Reporting Standards.
Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accounting policies adopted are consistent with those followed in the preparation of annual financial statements for the year ended 31 December 2010.
As at 30 June 2011 and 31 December 2010 Investments are detailed as follows:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Investments in affiliated and associated undertakings | 542,138,253 | 542,138,253 |
| Investments in other companies (Sonae RE ‐ 0.04%) | 1,200 | 1,200 |
| 542,139,453 | 542,139,453 |
As at 30 June 2011 and 31 December 2010, the detail of Investments in Affiliated and Associated Companies is as shown in the table below.
Investments carried at cost correspond to those in unlisted companies and for which a fair value cannot be reliably estimated.
| 30 June 2011 | 31 December 2010 | |||||||
|---|---|---|---|---|---|---|---|---|
| Company | % Held | Fair Value | Book Value | Fair Value Reserve |
% Held |
Fair Value |
Book Value | Fair Value Reserve |
| SC, SGPS, SA | 100.00% | ‐ | 382,638,253 | ‐ | 100.00% | ‐ | 382,638,253 | ‐ |
| Spred, SGPS SA | 54.05% | ‐ | 40,000,000 | ‐ | 54.05% | ‐ | 40,000,000 | ‐ |
| SC Assets, SGPS, SA | 76.64% | ‐ | 82,000,000 | ‐ | 76.64% | ‐ | 82,000,000 | ‐ |
| Sonae Turismo, SGPS SA | 23.08% | ‐ | 37,500,000 | ‐ | 23.08% | ‐ | 37,500,000 | ‐ |
| Total | ‐ | 542,138,253 | ‐ | ‐ | 542,138,253 | ‐ |
As at 30 June 2011 and 31 December 2010 Other Non Current Assets are detailed as follows:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Loans granted to group companies: | ||
| SC, SGPS, SA | 136,358,243 | 171,414,243 |
| SC Assets, SGPS, SA | 53,227,800 | 49,303,800 |
| 189,586,043 | 220,718,043 | |
These assets were not due or impaired as at 30 June 2011. The fair value of loans granted to Group companies is basically the same as their book value.
As at 30 June 2011 and 31 December 2010 Other Current Assets can be detailed as follows:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Group companies ‐ Short term loans: | ||
| SC, SGPS, SA | 23,535,500 | 16,852,500 |
| SC Assets, SGPS, SA | 4,893,000 | ‐ |
| Suppliers | 3,195 | 21,505 |
| Income tax withheld | 285,512 | 189,164 |
| Other Debtors | 104 | 3,877 |
| Accrued income | 4,963,114 | 3,022,754 |
| Deferred costs | 65,006 | 61,923 |
| 33,745,432 | 20,151,723 |
As at 30 June 2011 and 31 December 2010 Cash and Cash Equivalents can be detailed as follows:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Cash | 839 | 1,004 |
| Bank deposits | 979,388 | 26,351 |
| Cash and cash equivalents in the balance sheet | 980,227 | 27,355 |
| Bank overdrafts | ‐ | ‐ |
| Cash and cash equivalents in the cash flow statement | 980,227 | 27,355 |
As at 30 June 2011 Share Capital consisted of 250,000,000 ordinary shares of 1 euro each.
As at 30 June 2011, and 31 December 2010 the caption Other Reserves can be detailed as follows:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Free reserves | 156,990,370 | 154,781,631 |
| Demerger reserve | 132,638,252 | 132,638,252 |
| 289,628,622 | 287,419,883 |
The demerger reserve (Note 1), corresponds to the difference between the book value of the shareholding in SC, SGPS, SA (382,638,252 euro) which was spun off from Sonae, SGPS, SA to the Company, and the value of the share capital of the Company (250,000,000 euro). This reserve, which has a treatment similar to that of a Legal Reserve, according to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.
As at 30 June 2011 and 31 December 2010 this caption included the following loans:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Bank loans ‐ Commercial paper | 30,000,000 | 42,250,000 |
| Bank loans ‐ Term loan | 35,000,000 | ‐ |
| Up‐front fees not yet charged to income statement | (498,527) | (34,211) |
| Bank loans ‐ non current | 64,501,473 | 42,215,789 |
| Nominal value of bonds | 40,000,000 | 30,000,000 |
| Up‐front fees not yet charged to income statement | (77,654) | (56,099) |
| Bond Loans | 39,922,346 | 29,943,901 |
| Non‐current loans | 104,423,819 | 72,159,690 |
| Bank loans ‐ Commercial paper | 66,950,000 | 122,300,000 |
| Current bank loans | 66,950,000 | 122,300,000 |
The caption Non Current Bank Loans relates to amounts issued detailed as follows:
The bank loans mentioned above bear interest at market rates, indexed to the Euribor of each issue period.
The average interest rate of these bond loans as at 30 June 2011 was 3.94%.
The caption Current Bank Loans relates to amounts issued, detailed as follows:
The above loans are not guaranteed, and their fair value is considered to be close to their book value, in view of the fact that interest payable on them is at variable market rates.
There are no Derivatives.
As at 30 June 2011 and 31 December 2010, these captions were made up as follows:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Other creditors | ||
| Group companies ‐ Short term loans: | ||
| Inparvi, SGPS, SA | 974,000 | 697,000 |
| Interlog, SGPS, SA | 20,987,000 | 20,999,000 |
| SC Assets, SGPS, SA | ‐ | 100,000 |
| SC Finance BV | 297,000 | 300,000 |
| Spred, SGPS, SA | 23,184,200 | 17,597,200 |
| Other creditors | 1,246 | 92 |
| 45,443,446 | 39,693,292 |
Loans obtained from group companies bear interest at market rates and are repayable within one year.
As at 30 June 2011 and 31 December 2010, these captions were made up as follows:
| 30 June 2011 | 31 December 2010 | |
|---|---|---|
| Other current liabilities | ||
| Taxes payable | 34,765 | 130,981 |
| Accruals: | ||
| Staff costs | 259,136 | 519,335 |
| Interest payable | 1,373,730 | 246,980 |
| Other accruals | 25,163 | 6,795 |
| Deferred income | 908 | 6,358 |
| 1,693,702 | 910,449 |
As at 30 June 2011 and 30 June 2010, External Supplies and Services can be detailed as follows:
| 30 June 2011 | 30 June 2010 | |
|---|---|---|
| Operational rents | 38,850 | 32,897 |
| Insurance costs | 23,700 | 22,049 |
| Travelling expenses | 7,453 | 22,298 |
| Services obtained | 42,345 | 72,460 |
| Otherservices | 15,396 | 12,178 |
| 127,744 | 161,882 |
As at 30 June 2011 and 30 June 2010, Staff Costs are made up as follows:
| 30 June 2011 | 30 June 2010 | |
|---|---|---|
| Governing bodies' remunerations | 364,617 | 556,473 |
| Staff's remunerations | 78,537 | ‐ |
| Social security contributions | 37,258 | 38,853 |
| Otherstaff costs | 14,302 | 11,252 |
| 494,715 | 606,578 |
As at 30 June 2011 and 30 June 2010, Net Financial Expenses and Investment Income can be detailed as follows:
| 30 June 2011 | 30 June 2010 | |
|---|---|---|
| Interes t payable and similar expenses | ||
| Interes t a ri si ng from: | ||
| Bank loans | (2,587,179) | (1,773,016) |
| Bonds | (534,082) | (390,407) |
| Other | (326,823) | (1,678,140) |
| Other financial expenses | (1,128,475) | (919,887) |
| (4,576,559) | (4,761,450) | |
| Interes t receivable and similar income | ||
| Interes t income | 4,963,127 | 5,097,105 |
| 4,963,127 | 5,097,105 | |
| Net financial expenses | 386,568 | 335,655 |
| Investment income | ‐ | 2,871,845 |
As at 30 June 2010, Investment Income of 2,871,845 euro relates to dividends paid by an associated company.
As at 30 June 2011 and 30 June 2010, Taxation is made up as follows:
| 30 June 2011 | 30 June 2010 | |
|---|---|---|
| Total | Total | |
| Current tax | (6,073) | (4,042) |
| Deferred tax | (18,920) | 119,519 |
| (24,992) | 115,477 |
Earnings per share for the three months periods ended 30 June 2011 and 2010 were calculated taking into consideration the following amounts:
| 30 June 2011 | 30 June 2010 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic | ||
| earnings pershare (Net profit for the period ) | 58,887 | 2,508,524 |
| Effect of dilutive potential shares | ‐ | ‐ |
| Net profit taken into consideration to calculate | ||
| diluted earnings pershare | 58,887 | 2,508,524 |
| Number of shares | ||
| Weighted average number of shares used to calculate | ||
| basic earnings pershare | 250,000,000 | 250,000,000 |
| Weighted average number of shares used to calculate | ||
| diluted earnings pershare | 250,000,000 | 250,000,000 |
| Earnings pershare (basic and diluted) | 0.000236 | 0.010034 |
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 25 August 2011.
Decree‐Law nr 318/94 art 5 nr 4
In the period ended 30 June 2011 shareholders' loan contracts were entered into with the following companies:
In the period ended 30 June 2011 no short‐term loan contracts were entered.
As at 30 June 2011 amounts owed by affiliated companies can be summarized as follows:
Loans granted
| Companies | Closing Balance |
|---|---|
| SC, SGPS, SA | 159,893,743 |
| SC Assets, SGPS, SA | 58,120,800 |
| 218,014,543 |
As at 30 June 2011 amounts owed to affiliated companies can be summarized as follows:
Loans obtained
| Companies | Closing Balance |
|---|---|
| Inparvi , SGPS, SA | 974,000 |
| Interlog , SGPS, SA | 20,987,000 |
| SC Finance BV | 297,000 |
| Spred , SGPS, SA | 23,184,200 |
| 45,442,200 |
(Free translation from the original version in Portuguese)
1 In accordance with the Portuguese Securities Market legislation ("Código dos Valores Mobiliários"), we present our Limited Review Report on the consolidated and individual information for the period of six months ended June 30, 2011 of Sonae Capital, SGPS, SA, included: in the management report, in the Consolidated and Individual balance sheet (which shows total assets of 710.521.706 Euros and 766.584.813 Euros, respectively, a total consolidated equity of 349.366.231 Euros, which includes non-controlling interests of 8.725.001 Euros and individual of 547.994.885 Euros, a net consolidated profit of 12.576.759 Euros and a net individual profit of 58.887 Euros), in the Consolidated and Individual income statement by nature, in the Consolidated and Individual statement of comprehensive income, in Consolidated and Individual statement of changes in equity, in the Consolidated and Individual cash flow statement for the period then ended, and in the corresponding notes.
2 The amounts in consolidated and individual financial statements, as well as those in the additional financial information, are derived from accounting records.
3 It is the responsibility of the Company's Board of Directors: (a) to prepare consolidated and individual financial information that present fairly, in all material respects, the financial position of the company and its subsidiaries, the consolidated and individual results, the consolidated and individual comprehensive income of their operations, the changes in consolidated and individual equity, the consolidated and individual cash flows; (b) to prepare historic financial information in accordance with International Financial Reporting Standards as adopted by the EU, in particular with international accounting standard nº 34 – Interim Financial Reporting, and which is complete, true, timely, clear, objective and lawful, as required by the Portuguese Securities Market Code; (c) to adopt adequate accounting policies and criteria; (d) to maintain appropriate systems of internal control; and (e) to disclose any relevant matters which have influenced their activity, financial position or results.
4 Our responsibility is to verify the financial information included in the above mentioned documents, namely if it is complete, true, timely, clear, objective and lawful, as required by the Portuguese Securities Market Code, and to issue an independent and professional report based on our work.
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.com/pt Matriculada na Conservatória do Registo Comercial sob o NUPC 506 628 752, Capital Social Euros 314.000
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente. Sede: Palácio Sottomayor, Rua Sousa Martins, 1 - 3º, 1069 - 316 Lisboa, Portugal Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na Comissão do Mercado de Valores Mobiliários sob o nº 9077
5 Our work was performed with the objective of obtaining moderate assurance as to whether the financial information referred to above is free of material misstatement. Our work, which was performed in accordance with the Standards and Technical Recommendations approved by the Portuguese Institute of Statutory Auditors, was planned in accordance with that objective, and consisted, mainly, of in inquiries and analytical procedures to review: (i) the reliability of the assertions in the financial information; (ii) the adequacy of the accounting principles adopted considering the circumstances and their consistent application; (iii) the applicability, or otherwise, of the going concern basis of accounting; (iv) the presentation of the financial information; and (v) if the consolidated and individual financial information is complete, true, timely, clear, objective and lawful.
6 Our work also covered the verification of the consistency of the financial information included in the management report with the remaining documents referred to above.
7 We believe that our work provides a reasonable basis for issuing this report on half year financial information.
8 Based on our work, which was performed with the objective of obtaining moderate assurance, nothing has come to our attention that leads us to conclude that the consolidated and individual financial information for the period of six months ended June 30, 2011 contains material misstatements that affect its conformity with the International Financial Reporting Standards (IFRS), as adopted in the EU, in particular with international accounting standard nº 34 – Interim Financial Reporting and that it is not complete, true, timely, clear, objective and lawful.
9 Based on our work, nothing has come to our attention that leads us to conclude that the information included in the management report is not consistent with the consolidated and individual financial information for the period.
Porto, August 25, 2011
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:
Hermínio António Paulos Afonso, R.O.C.
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