Interim / Quarterly Report • Aug 29, 2008
Interim / Quarterly Report
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| 1. Message from Ângelo Paupério, CEO of Sonaecom 2 |
|---|
| 2. First Half Highlights 4 |
| 3. Consolidated Results 5 |
| 3.1. Consolidated Income Statement 5 |
| 3.2. Consolidated Balance Sheet 8 |
| 4. Telecommunications 11 |
| 4.1. Mobile Business 11 |
| 4.1.1. Operational Data 11 |
| 4.1.2. Financial Data 12 |
| 4.2. Wireline Business 13 |
| 4.2.1. Operational Data 13 |
| 4.2.2. Financial Data 15 |
| 5. Software and Systems Information (SSI) 16 |
| 5.1. Operational Data 16 |
| 5.2. Financial Data 17 |
| 6. Público 18 |
| 6.1. Operational Data 18 |
| 6.2. Financial Data 19 |
| 7. Sonaecom SGPS individual results 20 |
| 8. Main Regulatory Developments 22 |
| 9. Main Corporate Developments and Subsequent Events 24 |
| 10. Corporate Governance 25 |
| 11. Article 447, 448 and qualified holdings 26 |
| 12. Declaration for the purpose of Article 245 of CVM (Portuguese Securities Code) 29 |
| 13. Financial Information 30 |
| 13.1. Sonaecom consolidated financial statements 30 |
| 13.2. Notes to the Sonaecom consolidated financial statements 37 |
| 13.3. Sonaecom individual financial statements 83 |
| 13.4. Notes to the Sonaecom individual financial statements 89 |
| 13.5. External Auditor Report 123 |
(i) The Consolidated Financial Information contained in this report as of 30 June 2008 is subject to limited review procedures and has been prepared in accordance with International Financial Reporting Standards ("IAS/IFRS") issued by the International Accounting Standards Board ("IASB"), as adopted by the European Union.
The first half of 2008 has highlighted the significant competitive pressures that the Portuguese telecoms market is under, with all of the main operators already active in, or planning to enter, all key segments of the market. The semester saw aggressive promotions extended throughout the period and new price points introduced in the market by our competitors, across fixed voice, broadband and TV services including the announcement of the launch of a third satellite TV platform. These developments are occurring at a time when the confidence of Portuguese consumers and businesses is deteriorating and are likely to negatively impact the telecoms market as a whole.
The ambitious investment plan that we announced for 2008, aimed at stimulating growth and enhancing our future competitive market position, is now well under way and clear progress has been made during the 1H08 to achieve this. This is true not only in terms of the customer and top-line growth achieved in our businesses, but also with the way the organization has responded to tougher competitive market dynamics, by introducing innovative products and services, by anticipating and focusing on specific segment opportunities and by leveraging on our integrated structure that has enhanced our approach to the market.
In response to this market environment, we have had very active first half during which we implemented a number of important commercial initiatives:
Consistent with our investment priorities announced to the market, the material top line growth achieved in our businesses in the 1H08 has not translated into higher consolidated profitability as a result of the expected costs associated with our growth efforts, including the costs of our commercial initiatives, the integration costs associated with the acquisitions made last year; and the increase in competitiveness in the market. I would like to highlight the following in relation to our performance indicators:
Substantial increase of EBITDA at our Wireline Business, more than four times the amount generated in 1H07 and reaching a 2.7% margin in 1H08;
Significant y.o.y. top-line growth at our SSI Business Unit (+66%), both in terms of product sales and service revenues, accompanied by a positive quarterly evolution in terms of EBITDA margin;
Following the merger of our mobile and wireline companies back in November 2007, we have integrated the marketing and commercial teams at the beginning of the year and, during the 2Q08, we have taken the integration process of our Telco business unit one step further by announcing that the Optimus brand would now be used for all our corporate and SME activities, including both our mobile and wireline services.
The integration (in terms of network and systems) of the ONI and Tele2 customer base in our Wireline business, and of Cape and Praesidium, in relation to SSI, is now mostly complete. These efforts are expected to have a progressively positive impact on costs during 2H08 with the implementation of measures aimed at achieving the expected cost synergies.
As regards regulatory matters, during the whole of the 1H08, our mobile business continued to have significant imbalances of mobile termination charges in favour of our larger competitors as Anacom's final decision in relation to MTRs will be effective only as from 15 July. The final outcome of this long process is broadly welcomed by Sonaecom, notwithstanding the fact that the decision was delayed so long and that, contrary to expectations, the new rates will not be applied retroactively. The final resolution will, as we had previously stated, contribute to fostering greater competition in the Portuguese mobile sector and will allow for a clearer regulatory framework for the remainder of 2008 and 2009. However, there are still a number of important regulatory decisions to be taken in the coming quarters, including the framework for the deployment of NGNs in Portugal, which, in conjunction with the current consultation on the assessment of the competition conditions in the broadband market, will be a clear determinant of the future success of the wireline sector liberalisation process and an opportunity for promoting efficient investments in the country.
In February we announced a three year, 240 million euros investment plan for the deployment of a Next Generation Fibre Network, with a targeted coverage of over 1 million homes and approximately 25% of the Portuguese population. Our fibre plan is aimed at building the most advanced telecommunications network in Portugal. As part of this plan, we have proposed an 'open access' policy for the fibre access network aimed at all interested national operators, aligning with regulatory recommendations and best practices in Europe. During 1H08, clear progress has been achieved, with four pilot schemes up and running, several thousand homes already passed, a few hundred trial customers and with a positive experience obtained in terms of home-networking. The feedback we are receiving from the customers that are currently testing the services is extremely positive, both in terms of their broadband and TV experience. The commercial launch of our 3-play offers under this new, state-of-the-art and fully independent network is forecasted for the 2H08.
Based on our 1H08 results and given the regulatory framework finally determined by Anacom in July for MTRs effective as from 15 July, and notwithstanding the current competitive environment, we currently believe we should be able to achieve, in broad terms, the FY08 guidance given to the market at the beginning of the year, adjusting our EBITDA guidance for the impact of the delay in implementing this decision.
During 1H08, Sonaecom was able to sustain the high level of growth in customers and customer revenues achieved in the last few quarters. This growth was achieved, despite the increased level of competition, supported not only by the planned investment in our brands, network and distribution channels, but also as a result of the continuous launch of new products and services.
| OPERATING KPI's | 1H07 | 1H08 | y.o.y |
|---|---|---|---|
| Mobile Business | |||
| Customers (EOP) ('000) | 2,673.9 | 2,982.1 | 11.5% |
| Active Customers (1) | 2,134.8 | 2,308.2 | 8.1% |
| Data as % Service Revenues | 16.5% | 20.9% | 4.4pp |
| MOU (2) (min.) | 115.4 | 123.5 | 7.0% |
| Wireline Business | |||
| Total Accesses (EOP) | 411,177 | 741,098 | 80.2% |
| Direct | 336,779 | 522,540 | 55.2% |
| Indirect | 74,398 | 218,558 | 193.8% |
| Direct access as % Customer Revenues | 77.4% | 68.5% | -8.9pp |
| Sonaecom | |||
| Total Employees | 1,851 | 1,921 | 3.8% |
| Telecomunications | 445 | 419 | -5.8% |
| SSI | 353 | 453 | 28.3% |
| Media | 260 | 270 | 3.8% |
| Shared Services(3) and Corporate Centre | 793 | 779 | -1.8% |
(1) Active Customers with Revenues generated during the last 90 days; (2) Minutes of Use per Customer per month; (3) Shared Services includes, among other functions, Customer Service, Technical, IT/IS, Accounting, Legal and Regulation.
| Million euros | |||
|---|---|---|---|
| CONSOLIDATED FINANCIAL KPI's | 1H07 | 1H08 | y.o.y |
| Turnover | 413.4 | 475.6 | 15.0% |
| Service Revenues | 377.3 | 432.1 | 14.5% |
| Customer Revenues | 282.0 | 340.9 | 20.9% |
| Operator Revenues | 95.3 | 91.2 | -4.3% |
| EBITDA | 73.2 | 68.7 | -6.1% |
| EBITDA Margin (%) | 17.7% | 14.4% | -3.3pp |
| EBT | -2.1 | -17.0 | - |
| Net Results - Group Share (1) | -4.7 | -12.2 | -159.5% |
| Operating CAPEX (2) | 56.3 | 67.7 | 20.4% |
| Operating CAPEX as % of Turnover | 13.6% | 14.2% | 0.6pp |
| EBITDA - Operating CAPEX | 16.9 | 1.0 | -94.4% |
| Total CAPEX | 69.9 | 161.6 | 131.3% |
| FCF (3) | 75.0 | -57.8 | - |
(1) Net Results after Minority Interests; (2) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments; (3) FCF Levered after Financial Expenses but before Capital Flows and Financing related up-front Costs.
Consolidated EBITDA decreased by 6.1% against 1H07, to 68.7 million euros, driven primarily by the lower contribution from the Mobile Business. EBITDA margin, as expected, deteriorated by 3.3 pp to 14.4% due to: (i) increased marketing & sales and handset subsidy costs in the Telco Business; (ii) costs associated with the integration of the acquired businesses; (iii) negative impact of lower roaming tariffs; and (iv) at SSI, the significant increase of IT products sales that carry lower margins. In terms of quarterly evolution, it is important to note that consolidated EBITDA increased by 1.6% in 2Q08 compared to 1Q08.
| CONSOL. INCOME STATEMENT | 1H07 | 1H08 | y.o.y |
|---|---|---|---|
| Turnover | 413.4 | 475.6 | 15.0% |
| Mobile | 293.5 | 303.1 | 3.3% |
| Wireline | 110.7 | 147.6 | 33.3% |
| Público | 16.7 | 17.2 | 3.5% |
| SSI | 32.8 | 54.5 | 66.2% |
| Other & Eliminations | -40.2 | -46.8 | -16.4% |
| Other Revenues | 2.1 | 4.3 | 109.7% |
| Operating Costs | 336.0 | 403.4 | 20.1% |
| COGS | 47.5 | 56.0 | 17.9% |
| Network Costs (1) | 138.5 | 168.1 | 21.3% |
| Personnel Costs | 46.8 | 48.8 | 4.3% |
| Marketing & Sales | 44.0 | 52.4 | 19.2% |
| Outsourcing Services (2) | 30.0 | 43.0 | 43.2% |
| General & Administrative Expenses | 22.7 | 27.8 | 22.6% |
| Other Operating Costs | 6.5 | 7.3 | 13.1% |
| Provisions and Impairment Losses | 6.3 | 7.9 | 24.0% |
| EBITDA | 73.2 | 68.7 | -6.1% |
| EBITDA Margin (%) | 17.7% | 14.4% | -3.3pp |
| Mobile | 73.7 | 62.1 | -15.7% |
| Wireline | 0.8 | 4.0 | - |
| Público | -1.9 | -1.5 | 20.4% |
| SSI | 2.7 | 3.6 | 36.1% |
| Other & Eliminations | -2.0 | 0.4 | - |
| Depreciation & Amortization | 67.1 | 77.8 | 16.0% |
| EBIT | 6.1 | -9.1 | - |
| Net Financial Results | -8.2 | -7.9 | 4.2% |
| Financial Income | 11.9 | 1.6 | -86.4% |
| Financial Expenses | 20.1 | 9.5 | -52.7% |
| EBT | -2.1 | -17.0 | - |
| Tax results | -2.5 | 5.0 | - |
| Net Results | -4.6 | -12.1 | -163.6% |
| Group Share | -4.7 | -12.2 | -159.5% |
| Attributable to Minority Interests | 0.1 | 0.2 | 20.4% |
(1) Network Costs = Interconnection plus Leased Lines plus Content plus Other Network Operating Costs; (2) Outsourcing Services = Customer Services plus Consultants plus Subcontracts.
Consolidated turnover totalled 475.6 million euros in 1H08, 15.0% above 1H07.
Consolidated service revenues increased materially by 14.5%, to 432.1 million euros, with positive contributions from all our operating companies. The main drivers of this performance were the following:
b) 3.9% increase in service revenues at our Mobile Business, despite the impact of lower roaming revenues in operator revenues and the increased competitiveness in certain segments of the market, that led to a decrease in the average revenue per minute;
c) 44.1% higher service revenues at SSI, driven by the positive performance of all its businesses. If we exclude the companies acquired by WeDo during 2007, SSI's services revenues would still have grown by a material 24.8%; and
Importantly, consolidated customer revenues continued to grow at a high pace: 20.9% when compared to 1H07, driven by strong customer revenue growth at both our Wireline (+70.6%), SSI (44.0%) and Mobile (5.9%) Businesses.
Excluding the contributions from the businesses acquired during 2007, consolidated service revenues and customer revenues would have still grown by 5.2% and 8.4%, respectively, compared to 1H07, a material achievement in the current competitive market environment.
Total operating costs reached 403.4 million euros in 1H08, an increase of 20.1% y.o.y.. Total operating costs excluding COGS were 20.4% higher than in 1H07, representing 80.4% of service revenues, approximately 3.9pp above the level registered in the first half of 2007.
The main drivers of the evolution of operating costs, in addition to the contributions from the acquired companies and the respective integration costs, were the following:
Staff costs increased by 4.3% against 1H07, reflecting the additional staff related costs of the acquired companies.
Provisions and impairment losses increased y.o.y in 1H08 by approximately 1.6 million euros mainly as a result of the combination between: (i) higher provisions for bad debt, driven by the higher level of billing and a slight deterioration in collections; and (ii) higher provisions for stock depreciations, driven mainly by the replacement of set-top boxes at our Wireline Business.
Consolidated EBITDA was 68.7 million euros in 1H08, down 6.1% against 1H07, generating a margin of 14.4%, compared to a margin of 17.7% in 1H07. This performance was mainly driven by the combination of: (i) lower roaming revenues; (ii) increased commercial costs at our mobile business (driven by the several marketing campaigns implemented in the semester and by the cost of growth); (iii) the costs of integration of the companies acquired during 2007; and (iv) the increased level of competition; that were partially off-set by the strong operational results at our Wireline and SSI
Businesses and lower level of EBITDA losses at Público. The breakdown of EBITDA performance by business was as follows:
Net results group share were negative 12.2 million euros in 1H08, compared to the negative 4.7 million euros result in 1H07.
Depreciation and amortization charges increased by 10.7 million euros compared to 1H07 to 77.8 million euros, driven by the increased asset base resulting from our investments in expanding both our mobile and wireline access networks as well as from the businesses acquired during 2007.
Net financial charges decreased by 0.3 million euros, to 7.9 million euros in 1H08, reflecting lower interest expense, down by 7.9 million euros, due mostly to interest paid during 1H07 on a loan from Sontel BV, associated with the Tender Offer for PT, which was repaid by the end of 1Q07; almost fully compensated by a lower level of interest income (down by 7.5 million euros) registered in 1H08, mainly as result of lower average consolidated liquidity, resulting from our treasury policy post the Optimus' debt refinancing process completed in 2H07, whereby liquidity has been used to reduce utilisation of committed credit lines.
The tax line in 1H08 showed a benefit of 5.0 million euros, compared to a charge of 2.5 million euros in 1H07, due to both the lower EBT level generated in the 1H08 and to movements in deferred tax assets at our Telecoms and SSI Businesses.
| Million euros | |||||
|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEET | 1H07 | 1H08 | y.o.y | FY07 | var. |
| Total Net Assets | 1,693.0 | 1,795.5 | 6.1% | 1,758.6 | 2.1% |
| Non Current Assets | 1,233.0 | 1,443.4 | 17.1% | 1,353.9 | 6.6% |
| Tangible and Intangible Assets | 663.9 | 808.6 | 21.8% | 722.6 | 11.9% |
| Goodwill | 507.1 | 525.8 | 3.7% | 528.2 | -0.5% |
| Investments | 1.9 | 2.0 | 1.1% | 2.0 | 0.5% |
| Deferred Tax Assets | 60.0 | 107.0 | 78.4% | 101.1 | 5.8% |
| Current Assets | 460.1 | 352.1 | -23.5% | 404.7 | -13.0% |
| Trade Debtors | 138.7 | 185.7 | 33.9% | 192.0 | -3.3% |
| Liquidity | 198.5 | 6.9 | -96.5% | 83.9 | -91.7% |
| Others | 122.9 | 159.5 | 29.7% | 128.8 | 23.8% |
| Shareholders' Funds | 892.3 | 921.6 | 3.3% | 935.4 | -1.5% |
| Group Share | 891.6 | 920.6 | 3.2% | 934.6 | -1.5% |
| Minority Interests | 0.6 | 1.0 | 60.9% | 0.9 | 18.1% |
| Total Liabilities | 800.8 | 873.9 | 9.1% | 823.2 | 6.2% |
| Non Current Liabilities | 407.3 | 478.7 | 17.5% | 422.6 | 13.3% |
| Bank Loans | 366.7 | 355.1 | -3.2% | 373.2 | -4.9% |
| Provisions for Other Liabilities and Charges | 24.3 | 32.5 | 33.7% | 30.9 | 5.1% |
| Others | 16.3 | 91.1 | - | 18.5 | - |
| Current Liabilities | 393.5 | 395.2 | 0.4% | 400.6 | -1.3% |
| Bank Loans | 97.4 | 0.7 | -99.2% | 0.6 | 19.7% |
| Trade Creditors | 121.7 | 174.8 | 43.6% | 185.3 | -5.7% |
| Others | 174.4 | 219.7 | 26.0% | 214.6 | 2.4% |
| Operating CAPEX (1) | 56.3 | 67.7 | 20.4% | 162.8 | |
| Operating CAPEX as % of Turnover | 13.6% | 14.2% | 0.6pp | 18.2% | |
| Total CAPEX | 69.9 | 161.6 | 131.3% | 235.8 | |
| EBITDA - Operating CAPEX | 16.9 | 1.0 | -94.4% | -0.8 | |
| Operating Cash Flow (2) | 4.2 | -49.2 | - | 55.5 | |
| FCF (3) | 75.0 | -57.8 | - | 59.6 | |
| Gross Debt | 482.6 | 374.3 | -22.4% | 393.7 | -4.9% |
| Net Debt | 284.2 | 367.4 | 29.3% | 309.8 | 18.6% |
| Net Debt/ EBITDA last 12 months | 1.9 x | 2.3 x | 0.5x | 1.9 x | 0.4x |
| EBITDA/Interest Expenses(4) (last 12 months) | 5.7 x | 8.0 x | 2.3x | 5.9 x | 2.1x |
| Debt/Total Funds (Debt + Shareholders' Funds) | 35.1% | 28.9% | -6.2pp | 29.6% | -0.7pp |
(1) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments; (2) Operating Cash Flow = EBITDA - Operating CAPEX Change in WC -Non Cash item & Other; (3) FCF Levered after Financial Expenses but before Capital Flows and Financing related up-front Costs; (4) Interest Cover.
As a consequence of the refinancing operation carried out during 2007, consolidated gross debt continues to be primarily contracted by Sonaecom SGPS and internal funding movements are being used to allocate cash between our subsidiaries. At the end of 1H08, the weighted average maturity of Sonaecom Group credit lines stood at approximately 3.5 years.
At the end of 1H08, consolidated gross debt totalled 374.3 million euros and mainly comprised: (i) 150 million euros long-term privately placed Bonds, due in 2013; (ii) 207.5 million euros used under the 250 million euros underwritten committed Commercial Paper Programme contracted in 2007 and with final maturity in 2012; and (iii) 17.5 million euros of long term financial leases. As a result of Interest Rate Swaps negotiated during 2007 (with maturities between March and June 2009), approximately 49% of the consolidated gross debt was based on fixed rates.
Consolidated net debt at the end of 1H08 stood at 367.4 million euros, an increase of 83.2 million euros compared to 1H07, mainly reflecting the y.o.y FCF evolution.
Capital structure continued to be comfortable at the end of 1H08 notwithstanding the marginal deterioration in Net debt to annualised EBITDA that increased to 2.3x, against 1.9x at the end of 1H07, reflecting the above mentioned increase in net debt as well as the lower level of EBITDA in the preceding twelve months. In 1H08, 12 months' trailing Interest Cover reached 8.0x an improvement against the 5.7x level registered in 1H07. It should be noted that interest expenses in 1H07 included interest paid on a loan from Sontel BV, associated with the Tender Offer for PT, which was fully repaid by the end of 1Q07. The ratio of Consolidated Debt to Total Funds improved from 35.1% in 1H07 to 28.9% in 1H08, reflecting the above mentioned movements in gross debt and the 3.3% increase in Shareholder's Funds. The latter resulted mainly from the 41.7 million euros positive net results obtained in the 2H07.
At the end of 1H08, the sum of cash and non-utilized committed credit lines at the Sonaecom Group stood at approximately 139 million euros. As identified above, no principal repayments of bank loans are scheduled until mid-2010.
Total consolidated CAPEX in the semester was 161.6 million euros while Operating CAPEX reached 67.7 million euros, 20.4% above 1H07, and representing 14.2% of turnover.
Total CAPEX was significantly affected by the recognition, as a license cost, of the net present value (89 million euros) of obligations assumed under the "e-Initiatives" programme, a governmental initiative which offers laptops and discounts in broadband access to school teachers and students. Under the terms of the UMTS license granted in 2000, Optimus made certain commitments in relation to the development of the information society in Portugal, during the period of that license (until 2015). In accordance with a contract signed in June 2007 with the Portuguese State, it was agreed that an amount of 159 million euros would be realised through projects eligible as contributions to the information society (among other, network investments, R&D activities and new services, contents and applications) and incurred under the normal course of business. To the end of 2Q08, 64 million euros had already been made and validated by the competent entities. The remainder will be recorded at the moment the projects are carried out. It was further agreed that the second component of the commitments (116 million euros) would be fulfilled through the "e-Initiatives" programme. Given the success and the experience obtained so far in the programme, namely the extension of the eligible beneficiaries, we have now decided to recognise the net present value of the amount related to this second component.
The increase in Operating CAPEX was driven by higher investments in our Mobile Business (+69.0% increase over 1H07, to 50.9 million euros), as a reflection of the announced plan for 2008 to step-up our investments in the extension of coverage and capacity of our 2.5G/3G network in order to improve quality of service and consolidate our leading position in mobile broadband. The level of Operating Capex in our Wireline business has decreased y.o.y. by 37.1%, to 16.3 million euros, driven mainly by the lower rate of unbundling of new Central Offices.
Operating CAPEX spend during 1H08 was applied primarily in the following areas: 30% invested in the deployment the UMTS/HSDPA network, 16% was related to the GSM/GPRS network, 16% related to Information Technology/Information Systems investments; and approximately 13% was invested in our ULL and FTTH access networks.
Gross tangible and intangible assets were 1,830 million euros at the end of 1H08, an increase of 292 million euros when compared to 1H07, mostly due to the recognition of UMTS license commitments as license costs, and cumulative depreciation and amortization totalled 1,021 million euros. Both financial investments and goodwill were approximately stable in comparison to 1H07 with book value as at the end of 1H08 of 2.0 million euros and 525.8 million euros, respectively.
At the end of 1H08, Sonaecom shareholders' funds totalled 921.6 million euros, compared to 892.3 million euros at the end of 1H07, reflecting mainly the positive net results of 41.7 million euros generated in the 2H07 but also the re-evaluation, at market prices, of the cash settled liability associated with the employees' medium term incentive plan, partly off-set by the negative impacts of the 12.1 million euros net losses generated in the 1H08 and of the acquisition of own shares in the amount of 1.4 million euros during 2Q08.
| Million euros | |||
|---|---|---|---|
| LEVERED FREE CASH FLOW | 1H07 | 1H08 | y.o.y |
| EBITDA-Operating CAPEX | 16.9 | 1.0 | -94.4% |
| Change in WC | -33.8 | -52.8 | -56.4% |
| Non Cash Items & Other | 21.1 | 2.7 | -87.3% |
| Operating Cash Flow | 4.2 | -49.2 | - |
| Financial Investments | 108.0 | -0.2 | - |
| Own shares | -8.9 | -1.4 | 84.6% |
| Public Tender Offer | -19.5 | -0.1 | 99.4% |
| Financial results | -8.4 | -7.0 | 16.6% |
| Income taxes | -0.5 | 0.0 | 100.0% |
| FCF | 75.0 | -57.8 | - |
Consolidated FCF in 1H08 was negative 57.8 million euros, compared to a positive 75 million euros in 1H07 that included the positive impact of the disposal of PT shares (108.2 million Euros). Excluding this effect, the impact of the acquisition of own shares and of the payments associated with the Public Tender Offer in 1H07, consolidated FCF would, on a like-for-like basis, have still have deteriorated by approximately 51.6 million euros against 1H07.
Operating cash flow was negative by 49.2 million euros in 1H08, down from a positive 4.2 million euros in 1H07, mainly driven by: (i) a deterioration of 15.9 million euros in EBITDA-Operating Capex; (ii) the recognition of long term backbone lease contracts, in the amount of 17.5 million euros (recognised under Non Cash Items & Other in the table above), as financial leases in 1H07 thus affecting Operating capex but not having an impact over FCF; and (iii) a deterioration in working capital of 19.0 million euros, reflecting higher trade receivables and higher non-operating receivables, mostly related with VAT to be reimbursed.
Our mobile business had a very active semester in terms of commercial initiatives and was able to sustain strong customer and customer revenue growth, as a result of the investments to support the brand, particularly in the residential segment (the re-launch of the Optimus brand, the promotions around the Euro2008 cup, where Optimus was an official mobile operator, and the music festivals are clear examples of this); to improve distribution capacity; and with the continuous development of our fixed-mobile convergent product 'Optimus Home' and our wireless broadband service 'Kanguru'. The launch of "TAG" in the 2Q08, an innovative offer aimed at the youth market, also contributed to the strong growth of the customer base.
| MOBILE OPERATIONAL KPI's | 1H07 | 1H08 | y.o.y |
|---|---|---|---|
| Customers (EOP) ('000) | 2,673.9 | 2,982.1 | 11.5% |
| Net Additions ('000) | 72.0 | 88.6 | 22.9% |
| % Pre-paid Customers | 74.8% | 70.5% | -4.3pp |
| Active Customers (1) | 2,134.8 | 2,308.2 | 8.1% |
| Data as % Service Revenues | 16.5% | 20.9% | 4.4pp |
| Total #SMS/month/user | 45.0 | 49.9 | 11.0% |
| MOU (2) (min.) | 115.4 | 123.5 | 7.0% |
| ARPU (euros) | 17.8 | 16.9 | -5.0% |
| ARPM (3) (euros) | 0.15 | 0.14 | -11.2% |
| SAC&SRC (4) (million euros) | 55.2 | 73.5 | 33.1% |
(1) Active Customers with Revenues generated on last 90 days (average); (2) Minutes of Use per Customer per month; (3) Average Revenue per Minute; (4) Total Acquisition & Retention Costs.
Mobile customer base increased by 11.5% to 2.982 million customers at the end of 1H08, compared to 2.674 million at the end of 1H07 and 2.927 million at 1Q08, with net additions surpassing 88 thousand in the semester, up by 22.9% compared to 1H07, a demonstration of the continued progress in our growth strategy and the success of the innovative products and services we have launched in the market. Active customers at the end of 2Q08 totalled 2.326 million, as compared to 2.153 million at the end of 2Q07, an increase of 8.1%.
Contract customers continued to steadily increase their weight in the total customer base. At the end of 1H08, post-paid customers represented 29.5% of total customers, an increase of 4.3pp against 1H07.
During 1H08, Mobile customer's ARPU was 16.9 euros, down from 17.8 euros in 1H07. Of the 1H08 ARPU, 13.1 euros related to customer monthly bill and 3.8 euros to operator revenues, compared to 13.6 euros and 4.2 euros respectively, in 1H07. The lower ARPU is mainly explained by the 11% decrease in operator revenues ARPU, due to reductions in roaming tariffs. The fall in the level of customer monthly bill, was driven by the decrease in Average Revenue per Minute ("ARPM"), explained by the higher price pressures on voice tariffs mainly in the SME and Corporate segments and to the increased weight of "Optimus Home" (our fixed-mobile convergence product) within the customer base, that was partially offset by increased usage per customer, as demonstrated by a material 7.0% increase in average Minutes of Use ("MoU").
During 1H08, we were able to maintain our leading position in wireless broadband and again achieved a material growth of data usage, namely through the promotion of retail sales of our mobile broadband product "Kanguru", based on HSDPA/HSUPA technologies, now offering download speeds of up to 7.2 Mbps and upload speeds of up to 1.4Mbps. In 2Q08, we have also introduced to the market, in partnership with a consumer credit company, an attractive PC + Broadband offer. The governmental programme ("e-Initiatives") aimed at the development of the 'Information Society' in Portugal, continues to contribute to maintaining mobile broadband market growth at a high pace and all three mobile operators have been active in contributing to this programme (as part of the agreements reached with the Government to fulfil the obligations under the UMTS licenses).
Our Kanguru service was recently elected by a specialized national magazine ("Exame Informática") as the best mobile broadband access in Portugal, with special emphasis placed on items such as download and upload speeds, stability of connections and software user-friendliness.
Data revenues represented 20.9% of service revenues in 1H08, an improvement of 4.4pp vs. 1H07, as the result of our promotional efforts to increase usage of data services and the success of our wireless broadband solutions. Non-SMS related data services continued to increase their weight in data revenues, accounting for circa 61.8% of total data revenues in 1H08, compared to only 49.5% in 1H07.
In 1H08, total voice traffic1 was 17.1% higher than that recorded in 1H07 as a result of both the enlarged customer base and of the increase in minutes of use per customer to 123.5 minutes (from 115.4 minutes in 1H07), reflecting the continuous success of our investment effort to enhance voice usage.
During 1H08, as part of the announced investment plan for the year, we continued to invest in the coverage and capacity of our mobile network, with the deployment of new UMTS sites and with the upgrade of our 3G network with HSDPA. By the end of 1H08, Optimus' 3G network covered circa 81% of the Portuguese population and almost 80% with HSDPA technology, offering bandwidths of up to 7.2 Mbps.
| Million euros | |||
|---|---|---|---|
| MOBILE INCOME STATEMENT | 1H07 | 1H08 | y.o.y |
| Turnover | 293.5 | 303.1 | 3.3% |
| Service Revenues | 277.4 | 288.2 | 3.9% |
| Customer Revenues | 211.2 | 223.8 | 5.9% |
| Operator Revenues | 66.1 | 64.5 | -2.5% |
| Equipment Sales | 16.1 | 14.8 | -7.9% |
| Other Revenues | 17.0 | 22.7 | 33.2% |
| Operating Costs | 233.0 | 258.5 | 10.9% |
| COGS | 32.3 | 32.4 | 0.2% |
| Interconnection & Contents | 66.1 | 71.1 | 7.6% |
| L.Lines & other Network Operating Costs | 28.2 | 30.0 | 6.5% |
| Personnel Costs | 26.1 | 26.0 | -0.2% |
| Marketing & Sales | 33.5 | 41.3 | 23.0% |
| Outsourcing Services (1) | 25.5 | 32.1 | 26.1% |
| General & Administrative Expenses | 15.5 | 18.7 | 20.6% |
| Other Operating Costs | 5.8 | 6.8 | 18.5% |
| Provisions and Impairment Losses | 3.8 | 5.1 | 34.7% |
| Service Margin (2) | 211.3 | 217.1 | 2.8% |
| Service Margin (%) | 76.2% | 75.3% | -0.8pp |
| EBITDA | 73.7 | 62.1 | -15.7% |
| EBITDA Margin (%) | 25.1% | 20.5% | -4.6pp |
| Depreciation & Amortization | 56.8 | 61.2 | 7.7% |
| EBIT | 16.9 | 0.9 | -94.5% |
| Operating CAPEX (3) | 30.1 | 50.9 | 69.0% |
| Operating CAPEX as % of Turnover | 10.3% | 16.8% | 6.5pp |
| EBITDA - Operating CAPEX | 43.6 | 11.2 | -74.3% |
| Total CAPEX | 40.6 | 146.4 | - |
(1) Outsourcing Services = Customer Services plus Consultants plus Subcontracts; (2) Service Margin = Service Revenues minus Interconnection & Content Costs; (3) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.
Mobile service revenues increased by 3.9% to 288.2 million euros compared to 277.4 million euros in 1H07, driven by the 5.9% growth in customer revenues, which more than compensated the 2.5% decrease in operator revenues (driven by the lower level of roaming tariffs) and the lower level of equipment sales.
1 Total voice traffic = total incoming traffic plus total outgoing traffic plus total Roaming out
Mobile EBITDA in 1H08 reached 62.1 million euros and generated a margin of 20.5%, representing a decrease of 4.6pp, when compared to 1H07. This decline was primarily the result of the combination of higher Marketing & Sales costs (mainly associated with the Optimus brand re-launch and with the launch of "TAG"), lower roaming revenues and higher outsourcing services (+6.6 million euros) and G&A costs (+3.2 million euros) when compared to 1H07, driven by the increased customer base and related license costs; the significant growth of post-paid customers (and related billing requirements) and the increase in customer service costs.
Competitive pressures have been particularly visible in the wireline arena, with relevant price promotions prevailing in the voice, broadband and TV segments. In this market environment, we have continued to focus on protecting and growing the direct access broadband business with particular efforts made to reducing levels of churn, improving loyalty and reinforcing our IPTV and Home Video services (now with almost 100 channels and 800 movie titles), while continuously working to improve customer service. The processes aimed at transforming the acquired indirect customers to direct are progressing broadly in line with expectations and the full migration of the acquired Oni and Tele2 customers to our own network and systems was completed during the 2Q08.
In order to facilitate the analysis of our Wireline Business we have reorganized the operational KPIs' table, bringing the indicators in line with the way most of our peers are reporting (including the change of terminology from "services" to "accesses"), aligning it with the most recent developments in terms of drivers for the business performance. We have also introduced a new indicator of Average Revenue per Access.
| WIRELINE OPERATIONAL KPI's | 1H07 | 1H08 | y.o.y |
|---|---|---|---|
| Total Accesses (EOP) (1) | 411,177 | 741,098 | 80.2% |
| Voice | 225,727 | 466,052 | 106.5% |
| Direct | 184,355 | 281,116 | 52.5% |
| Indirect | 41,372 | 184,936 | - |
| ADSL | 155,084 | 247,237 | 59.4% |
| Direct | 143,494 | 222,228 | 54.9% |
| Indirect | 11,590 | 25,009 | 115.8% |
| Other & Data | 30,366 | 27,809 | -8.4% |
| Direct | 8,930 | 19,196 | 115.0% |
| Indirect | 21,436 | 8,613 | -59.8% |
| Total Direct Accesses | 336,779 | 522,540 | 55.2% |
| Total Indirect Accesses | 74,398 | 218,558 | 193.8% |
| Unbundled COs with transmission | 150 | 174 | 16.0% |
| Unbundled COs with ADSL2+ | 142 | 166 | 16.9% |
| Direct access as % Cust. Revenues | 77.4% | 68.5% | -8.9pp |
| Average Revenue per Access - Retail (2) | 23.5 | 20.8 | -11.1% |
(1) Acesses were restated according to a "revenue generator unit" criteria since 1Q07; (2) Excluding Mass Calling services' revenues.
At the end of 1H08, total accesses reached 741 thousand, an increase of 80.2% compared to 1H07 (10.1% on a like-for-like basis, i.e., excluding the impact of the acquisitions carried out in 2007). More importantly, direct accesses have grown by 55.2% against 1H07 and by 19.6% on a like-for-like basis. Direct accesses represented 70.5% of the Wireline Business total accesses in 1H08, compared to 81.9% at the end 1H07 (as a result of the increase in the indirect customer base determined mostly by the acquisition of Tele 2 during 3Q07).
Direct net additions in 1H08 were approximately 12 thousand, a slowdown against previous periods, mainly as a result of: (i) competitive pressures that continue to prevail in the market (with higher pressure from churn); (ii) the problems we have faced in porting numbers from the incumbent operator, which has led to a significant increase in the average number of days to active an ULL customer; (iii)
the fact that during the semester we have only opened five new CO for ULL ADSL2+ services; and (iv) the growing competition from mobile broadband services.
The average Wireline retail revenue per access decreased to 20.8 euros, down by 11.1% against 1H07, driven mainly by the negative impact of the promotion campaigns carried out in the semester, on the back of similar pricing campaigns launched by our main competitors.
During 1H08, we completed the replacement, for free, of our customers' set top boxes for a new MPEG4 model, one of the most advanced set top boxes currently available in the market, which will allow our TV customers to access HD channels, DTT and to benefit from an improved sound quality. We are now on the verge of making available in our offers a set top box with PVR functionality.
After having introduced a new entry level of the ADSL offer at 4Mbs in the 1Q08, as an answer to competitors' moves, we also launched during 2Q08 new and very attractive promotions for the residential market aimed at reinforcing Clix's position in the market. At the end of this semester, we have also reflected the 1% VAT reduction in the price of our bundled services.
During 1H08, we continued to reinforce our IPTV offers by adding new contents, including the introduction, at no extra cost, of SportTV 3 in our Premium Sport TV package and the launch of new channels such as Animax, Sony Entertainment Television and TVGlobo, as well as new functionalities: Kids Club (a new portal with design and contents specially adapted to the children's target) and a parental control tool. A particular focus will now be placed in the enlargement of our offer of HD channels.
During 1H08 we have unbundled 5 further CO for SHDSL circuit interconnection, bringing the total to 174 compared to 150 at the end of 1H07. With these circuits, Sonaecom is capable of operating direct connections for most of our mobile access network, thus further reducing the dependency on the incumbents' leased circuits.
Although at a slower pace, we continued to enlarge the addressable market of our direct offers by opening 5 additional COs with ADSL2+, bringing the total to 166. The addressable market of our ULL network now corresponds to approximately 55% of total fixed lines in Portugal. Of these central offices, approximately 72% are prepared with full triple play capability.
As regards our announced FTTH plan, substantial progress has been achieved during 1H08. We currently have pilot schemes up and running in two areas of both Porto and Lisbon and several thousand homes already passed. Importantly, to-date we have had a positive experience in terms of home-networking solutions, with the aim of minimising the level of intrusion and time spent within the customers' premises. A growing number of trial customers (a few hundred at the end of 1H08) have been actively testing all our services. The feedback we are receiving from those customers is extremely positive, both in terms of their broadband and TV experience. In parallel to these developments in terms of access network, we have also been preparing the contents, the organization and the systems for the commercial launch of our 3-play offers under this new, state-of-the-art and fully independent network during the 2H08.
| Million euros | |||
|---|---|---|---|
| WIRELINE INCOME STATEMENT | 1H07 | 1H08 | y.o.y |
| Turnover | 110.7 | 147.6 | 33.3% |
| Service Revenues | 110.6 | 147.2 | 33.2% |
| Customer Revenues | 54.7 | 93.4 | 70.6% |
| Direct Access Revenues | 42.4 | 64.0 | 51.0% |
| Indirect Access Revenues | 10.9 | 27.4 | 151.1% |
| Other | 1.5 | 2.0 | 38.9% |
| Operator Revenues | 55.8 | 53.8 | -3.5% |
| Equipment Sales | 0.2 | 0.4 | 97.6% |
| Other Revenues | 1.8 | 0.4 | -78.0% |
| Operating Costs | 109.4 | 141.4 | 29.2% |
| COGS | 0.1 | 0.6 | - |
| Interconnection | 58.1 | 77.7 | 33.9% |
| L.Lines & other Network Operating Costs | 17.1 | 20.7 | 20.7% |
| Personnel Costs | 4.7 | 5.0 | 6.8% |
| Marketing & Sales | 8.2 | 8.6 | 3.9% |
| Outsourcing Services (1) | 16.0 | 23.9 | 49.4% |
| General & Administrative Expenses | 4.4 | 4.4 | 1.0% |
| Other Operating Costs | 0.8 | 0.4 | -46.5% |
| Provisions and Impairment Losses | 2.4 | 2.6 | 9.7% |
| Service Margin (2) | 52.5 | 69.5 | 32.4% |
| Service Margin (%) | 47.5% | 47.2% | -0.3pp |
| EBITDA | 0.8 | 4.0 | - |
| EBITDA Margin (%) | 0.7% | 2.7% | 2pp |
| Depreciation & Amortization | 9.7 | 16.0 | 65.3% |
| EBIT | -8.9 | -12.0 | -34.5% |
| Operating CAPEX (3) | 26.0 | 16.3 | -37.1% |
| Operating CAPEX as % of Turnover | 23.5% | 11.1% | -12.4pp |
| EBITDA - Operating CAPEX | -25.2 | -12.3 | 51.1% |
| Total CAPEX | 26.4 | 17.2 | -34.8% |
(1) Outsourcing Services = Customer Services plus Consultants plus Subcontracts; (2) Service Margin = Service Revenues minus Interconnection Costs; (3) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.
When comparing to 1H07, it should be noted that the 1H08 results of the Wireline Business and consequently, those of Sonaecom Consolidated include revenues generated by Tele2 Portugal and by the customers acquired from Oni.
Turnover in 1H08 amounted to 147.6 million euros, an increase of 33.3% over 1H07, mainly due to the significant increase in customer revenues, up by 70.6%, driven by the growth in both direct access revenues (51.0% higher than in 1H07) and indirect access revenues that increased y.o.y. by 151.1%, to 27.4 million euros (driven mainly by the acquisition of Tele2 Portugal). The expected trend of reduction in indirect access customers has determined q.o.q. reductions in the corresponding revenue line. Excluding contributions from the acquired ONI and Tele2 customer base, customer revenues would still have grown by a material 13.2% when compared to 1H07.
Direct access revenues accounted for 68.5% of customer revenues in the semester, a decrease of 8.9pp compared to the 1H07, as a result of acquisition of Tele2 and notwithstanding the continued focus on the direct access business. The contribution of mass calling services has, as expected, decreased from 10.7 million euros in 1H07 to 5.3 million euros in 1H08, which was partly off-set by the positive growth in terms of wholesale traffic and revenues.
Wireline EBITDA was positive 4.0 million euros, compared to only 0.8 million euros in 1H07, and generated a margin of 2.7%. The y.o.y. improvement is primarily due to both the increased size of the ULL customer base achieved via organic growth, which has been generating an increasingly positive contribution to profitability, and to the positive contribution from the businesses acquired last year.
SSI achieved a good set of operational and financial results with top-line growth driven by the performance of WeDo Technologies that continued to expand its customer base through its leading Revenue Assurance product ("RAID") and by the increased profitability at Mainroad (our IT company focused in IT Management, Security and Business Continuity) and Bizdirect (our Business Process Automation company).
WeDo continued to focus on the integration of the companies acquired during 2007 with particular focus on Cape Technologies. In parallel, efforts have been made to consolidate WeDo's international presence, grow its leading position in the international Revenue Assurance market, expand beyond its traditional telecoms customer base, and expand its product portfolio (during the 2Q08, WeDo launched in the market a new release of RAID - version 4.2). In May, WeDo promoted its third worldwide user group meeting, in the Algarve, with more than 100 delegates present, actively debating the future trends in Revenue Assurance and Fraud.
| SSI OPERATIONAL KPI's | 1H07 | 1H08 | y.o.y |
|---|---|---|---|
| IT Service Revenues/Employee (1) ('000 euros) | 55.1 | 57.9 | 5.1% |
| Equipment Sales as % Turnover | 38.2% | 46.4% | 8.2pp |
| Equipment Sales/Employee (2) ('000 euros) | 1,098.4 | 1,950.8 | 77.6% |
| EBITDA/Employee (3) ( '000 euros) | 7.7 | 4.8 | -37.3% |
| Employees | 353 | 453 | 28.3% |
(1) Excluding employees dedicated to Equipment Sales; (2) Bizdirect; (3) 1H08 EBITDA excluding the EUR 1.4m gain registered in quarter, in relation to Tecnológica's purchase process.
SSI inverted the negative trend in productivity levels registered in 4Q07 (due to the integration of the companies acquired in 2007 and their comparatively lower productivity, a natural outcome during integration phases) with IT service revenues per employee again increasing to 57.9 thousand euros in 1H08 (5.1% above the levels registered in 1H07), while equipment sales per employee have increased by more than 77% when compared to 1H07. Total headcount at the end of 1H08 increased by 100 employees against 1H07, mainly due to: (i) the consolidation of the companies acquired by WeDo during 2007 (Tecnológica, Cape and Praesidium); and (ii) the need for additional internal consultants to support the increased level of activity.
During the 1H08 WeDo obtained three new key accounts, including leading telecom operators in Venezuela, United Arab Emirates and Indonesia. Importantly, more than 65% of WeDo's costumer orders during 2Q08 were obtained outside of the Sonaecom Group. As a further evidence of its multinational characteristics, it is worth noting that of the total WeDo's headcount at the end of 1H08, approximately 35% are based outside of Portugal and that WeDo currently serves customers in approximately 39 countries.
Mainroad, which celebrated its 5th anniversary during 2Q08, became the first SAP Hosting Partner in Portugal (and only the second in Iberia) and ranked second in the category of "Best Disaster Recovery Provider" in the recent Data Centres Europe Awards 2008 contest.
| Million euros | |||
|---|---|---|---|
| SSI CONS. INCOME STATEMENT | 1H07 | 1H08 | y.o.y |
| Turnover | 32.79 | 54.47 | 66.2% |
| Service Revenues | 20.26 | 29.19 | 44.1% |
| Equipment Sales | 12.52 | 25.29 | 101.9% |
| Other Revenues | 0.24 | 1.62 | - |
| Operating Costs | 30.29 | 52.37 | 72.9% |
| COGS | 12.02 | 24.69 | 105.4% |
| Personnel Costs | 9.89 | 13.64 | 38.0% |
| Marketing & Sales | 0.58 | 0.77 | 32.6% |
| Outsourcing Services (1) | 4.44 | 8.49 | 91.3% |
| General & Administrative Expenses | 3.18 | 4.78 | 50.2% |
| Other Operating Costs | 0.18 | 0.01 | -95.7% |
| Provisions and Impairment Losses | 0.06 | 0.07 | 12.6% |
| EBITDA | 2.68 | 3.65 | 36.1% |
| EBITDA Margin (%) | 8.2% | 6.7% | -1.5pp |
| Depreciation & Amortization | 0.70 | 0.98 | 40.0% |
| EBIT | 1.98 | 2.67 | 34.7% |
| Operating CAPEX (2) | 0.25 | 0.41 | 65.7% |
| Operating CAPEX as % of Turnover | 0.8% | 0.8% | 0pp |
| EBITDA - Operating CAPEX | 2.43 | 3.24 | 33.1% |
| Total CAPEX | 2.89 | -2.01 | - |
(1) Outsourcing Services = Customer Services plus Consultants plus Subcontracts; (2) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.
When comparing the financial performance with 1H07, it should be noted that the 1H08 results of SSI (and the consolidated results of Sonaecom) include the contributions of the three companies acquired by WeDo during 2007.
SSI turnover increased by a material 66.2% in 1H08 to 54.5 million euros, as a result of both higher IT equipment sales, which more than doubled to 25.3 million euros, and higher service revenues, up by 44.1%, mainly driven by the 53.1% increase in service revenues at WeDo. Leveraging on its global reach, WeDo's top line growth was particularly strong in Latin America, Asia and Middle East regions. It is also worth noting that all SSI's businesses posted a y.o.y turnover growth above 20%.
During 1H08, equipment sales represented 46.4% of turnover, an increase of 8.2pp over the level registered in 1H07, driven by a positive contribution from the sale of computers at Bizdirect, partly related with the "e-Initiatives" programme launched by the Portuguese Government.
SSI EBITDA was positive 3.65 million euros in 1H08, an increase of almost 1 million euros (+36.1%) versus 1H07. The increase in EBITDA was partly driven by a one-off effect related to the recognition in 2Q08 of a gain of 1.4 million euros in relation to the final closure of Tecnológica's acquisition process. EBITDA margin was 6.7%, still below the levels achieved in 1H07 due to the continuously improving but still marginally negative contribution from the companies acquired and the significantly higher level of product sales at Bizdirect that carry lower margins. Excluding the 1.4 million euros one-off gain and the contributions from the acquired businesses, WeDo's EBITDA increased by approximately 19% in 1H08 when compared to the 1H07. It should also be noted that both Bizdirect, and particularly, Mainroad, continued to show a positive y.o.y. evolution at the EBITDA level.
Market dynamics continue to be severe for daily paid generalist press with advertising revenues for the sector as a whole, in the first five months of 2008, decreasing by 2.6%2 compared to the same period of the previous year (this number refers to advertising space calculated at reference table figures). During the same period, the free newspapers' advertising revenues is estimated to have increased by almost 56%. Although total circulation numbers for the daily paid generalist press have increased y.o.y, until April, by 8.0%3 , this was partly explained by circulation campaigns carried out by several players during the 1H08.
As a way to celebrate its 18th anniversary with its readers, Público implemented a number of related campaigns during 1Q08, including special editions of certain supplements, the recirculation of the first edition of the newspaper and the launch, under the format of a magazine, of a new Saturday supplement dedicated to leisure. Among several commercial initiatives implemented in the semester, it is worth highlighting the successful implementation, in the on-line version of Público, of a specific site dedicated to the Euro 2008 championship, which concentrated all the information produced by Público, further enriched with opinion articles, statistical information and video. Público continues to be a clear leader in on-line access among Portuguese newspapers.
| PÚBLICO OPERATIONAL KPI's 1H07 1H08 |
y.o.y |
|---|---|
| Average Paid Circulation (1) 42,657 42,726 |
0.2% |
| (2) Market Share of Advertising (%) 14.1% 13.3% |
-0.8pp |
| Audience (3) (%) 4.7% 4.3% |
-0.4pp |
| Employees 255 261 |
2.4% |
(1) Estimated value updated in the following quarter; (2) 1H08 - YTD until May08; (3) As % of population; Source: Bareme Imprensa 2ª Vaga 2008
For the four month period until the end of April (the latest available information), Público's average market share of paid circulation, among daily generalist press, reached 12.2%, approximately 1pp below the comparable period in 2007. In 1H08, average paid circulation reached 42.7 thousand, an increase of 0.2% when compared to 1H07. As mentioned above, the paid press market continues to face competitive challenges, with increased competition from 'free' newspapers (which have more than doubled the circulation, partly driven by the launch of three new free titles into the market).
Importantly, recent audience indicators indicate an increase in the total number of readers, with Público ranking third among daily paid generalist press and reaching circa a 4.5% audience in 2Q08 (against 4.1% in the previous quarter).
Público's advertising market share continues to be under pressure, reaching an average of 13.3% during 1H08 (until May, the latest available information), down 0.8pp as compared to 1H07. The good q.o.q. performance shown in terms of audience may contribute to mitigating the severe market dynamics faced by the daily paid newspapers in terms of advertising revenues.
2 Source: Marktest/Media Monitor
3 Source: APCT: Apr08 vs Apr07 (latest available data)
| Million euros | |||
|---|---|---|---|
| PÚBLICO CONS. INCOME STATEMENT | 1H07 | 1H08 | y.o.y |
| Turnover | 16.65 | 17.23 | 3.5% |
| Advertising Sales (1) | 7.13 | 7.31 | 2.5% |
| Newspaper Sales | 6.10 | 6.09 | -0.1% |
| Associated Product Sales | 3.43 | 3.83 | 11.9% |
| Other Revenues | 0.11 | 0.10 | -8.6% |
| Operating Costs | 18.56 | 18.78 | 1.2% |
| COGS | 4.69 | 4.85 | 3.3% |
| Personnel Costs | 5.75 | 5.89 | 2.5% |
| Marketing & Sales | 1.49 | 1.87 | 25.6% |
| Outsourcing Services (2) | 5.19 | 4.81 | -7.3% |
| General & Administrative Expenses | 1.45 | 1.36 | -6.1% |
| Other Operating Costs | 0.00 | 0.01 | - |
| Provisions and Impairment Losses | 0.12 | 0.08 | -32.2% |
| EBITDA | -1.92 | -1.53 | 20.4% |
| EBITDA Margin (%) | -11.5% | -8.9% | 2.7pp |
| Depreciation & Amortization | 0.34 | 0.37 | 7.0% |
| EBIT | -2.26 | -1.89 | 16.2% |
| Operating CAPEX (3) | 0.42 | 0.70 | 65.2% |
| Operating CAPEX as % of Turnover | 2.5% | 4.1% | 1.5pp |
| EBITDA - Operating CAPEX | -2.34 | -2.23 | 4.9% |
| Total CAPEX | 0.42 | 0.70 | 65.2% |
(1) Includes Contents; (2) Outsourcing Services = Customer Services plus Consultants plus Subcontracts; (3) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.
During 1H08, turnover increased by 3.5% to 17.2 million euros, but reflecting different evolutions in the revenue lines: a material growth (+11.9%) in associated product revenues; a 2.5% growth in advertising revenues and a slightly negative evolution in newspaper sales (-0.1% when compared to 1H07). Importantly, both advertising and associated product sales have shown a very positive q.o.q evolution.
"Sexta", the free weekly newspaper launched in 4Q07, through a 50:50 joint-venture with "A Bola", and consolidated in Público since November 2007 (proportional consolidation), is still in the initial stages of development. Audience figures related to 2Q08, demonstrated a material increase in the total number of readers of Sexta. Circulation and advertising indicators in the coming quarters will enable a better assessment of its impact in the market.
In 1H08, Público generated a negative EBITDA of 1.53 million euros, representing a 20.4% improvement over 1H07. This positive trend resulted not only from the increase in advertising revenues and associated products sales but also from reductions achieved in outsourcing and G&A costs, partly compensated by the growth in marketing & sales costs (partly driven by circulation campaigns implemented in 1H08). It should also be noted that the EBITDA generated by the associated products increased by approximately 0.5 million euros when compared to 1H07.
The contribution of Sexta for Público's EBITDA was still marginally negative in 1H08. On a like-for-like basis, Público's EBITDA would have improved by circa 38% against the first semester of 2007.
Sonaecom SGPS individual results for the periods ended 30 June 2008 and 2007 can be summarised as follows:
| (million euros) | |||
|---|---|---|---|
| Sonaecom SGPS Results overview | 1H07 | 1H08 | y.o.y. |
| Service Revenues | 3.0 | 3.6 | 17.7% |
| Other Operating Revenues | 0.2 | 0.0 | -89.2% |
| Operating Costs (1) | (5.4) | -4.0 | 27.0% |
| EBITDA | (2.2) | -0.4 | 83.3% |
| EBIT | (2.2) | -0.4 | 81.4% |
| Dividend Received | 4.6 | 21.4 | - |
| Net Financial Activity | 2.5 | 5.0 | 98.6% |
| Other Financial Results | (0.0) | -4.6 | - |
| EBT | 4.8 | 21.4 | - |
| Net Income | 4.8 | 21.4 | - |
(1) Excluding depreciation and amortization and provisions
During the 1H08, Sonaecom SGPS generated service revenues of 3.6 million euros, essentially comprising services provided to its subsidiaries in relation to:
When compared to last year, total operating costs decreased 27% (or 1.4m) to 4.0 million euros, mainly due to lower outsourcing costs (0.9m), lower advertising costs (0.3m) and lower staff costs (0.2m). The latter resulting from the re-evaluation, at market prices, of the cash settled liability associated with the employees' medium term incentive plan (MTIP).
EBITDA was a negative 0.4 million euros compared to a negative 2.2 million euros reported in 1H07, primarily due to an increase of 0.3m in total operating revenues together with the decrease in operating costs.
Net financial activity (interest income less interest expenses) was a positive 5.0 million euros, 2.5 million euros above 1H07, mainly driven by:
Sonaecom SGPS' main source of financial income was the 21.4 million euros of dividends received from Sonaecom Serviços de Comunicação, S.A., which compares with 4.6 million euros received from Optimus Telecomunicações, S.A. in the 1H07.
During the 1H08, Sonaecom SGPS, S.A. recorded an additional 4.6m of provisions for financial investments.
Net results for the period were positive 21.4 million euros mainly explained by the dividends received from Sonaecom Serviços de Comunicação, S.A.. The positive financial activity was fully off-set by the negative EBITDA and the provision for financial investments.
(million euros)
| Sonaecom SGPS Balance Sheet | 1H07 | 1H08 | y.o.y | FY07 | var. |
|---|---|---|---|---|---|
| Total Net Assets | 1.396,9 | 1.531,9 | 9,7% | 1.572,2 | -2,6% |
| Non Current Assets | 1.312,5 | 1.460,2 | 11,3% | 1.413,7 | 3,3% |
| Tangible and Intangible Assets | 0,2 | 0,2 | 2,7% | 0,3 | -4,7% |
| Investments | 824,2 | 898,1 | 9,0% | 920,7 | -2,5% |
| Other non current assets | 488,1 | 561,9 | 15,1% | 492,7 | 14,0% |
| Current Assets | 84,3 | 71,7 | -15,0% | 158,6 | -54,8% |
| Debtors | 7,1 | 7,6 | 6,9% | 9,0 | -15,4% |
| Other current assets | 1,9 | 5,4 | 190,0% | 3,8 | 42,6% |
| Liquidity | 75,3 | 58,7 | -22,2% | 145,8 | -59,8% |
| Shareholders' Funds | 1.155,8 | 1.158,6 | 0,2% | 1.136,1 | 2,0% |
| Share capital | 366,2 | 366,2 | 0,0% | 366,2 | 0,0% |
| Own shares | (8,9) | (6,0) | 32,5% | (8,9) | 32,5% |
| Other Reserves | 793,7 | 777,1 | -2,1% | 794,1 | -2,2% |
| Net income | 4,8 | 21,4 | - | (15,3) | - |
| Total Liabilities | 241,1 | 373,3 | 54,8% | 436,1 | -14,4% |
| Non Current Liabilities | 147,3 | 355,4 | 141,3% | 373,8 | -4,9% |
| Bank loans | 147,1 | 355,1 | 141,4% | 373,7 | -5,0% |
| Other non current liabilities | 0,2 | 0,3 | 57,8% | 0,2 | 91,0% |
| Current Liabilities | 93,8 | 17,9 | -80,9% | 62,3 | -71,3% |
| Group Loans | 88,3 | 14,5 | -83,6% | 17,9 | -19,0% |
| Creditors | 1,4 | 1,4 | -4,3% | 41,3 | -96,7% |
| Other current liabilities | 4,1 | 2,1 | -49,2% | 3,1 | -34,4% |
When compared to FY07, Sonaecom SGPS' standalone liquidity decreased by 87.1 million euros, from 145.8 to 58.7 million euros driven by:
Net debt as at 30 June 2008 stood at 311.3 million euros comprising: (i) gross debt of 369.9 million euros (external debt: 355.5m; applications placed with Sonaecom by subsidiaries: 14.5m) and (ii) liquidity of 58.7 million euros, that includes 57.8 million euros of treasury applications with subsidiaries and 0.8 million euros of bank deposits.
The following are some of the more important regulatory developments during the 1H08:
Following the results of the public consultation carried out during 2007, Anacom approved, in March 2008, the draft conditions for the tendering process related to the allocation of frequencies in the 450-470 MHz band. The proposed conditions include, among other, the following: (i) the granting of frequencies to one single entity; (ii) exclusion of the current mobile operators as well as operators that offer services supported in CDMA450, such as Radiomóvel; and (iii) the requirement for a guarantee in the amount of five million euros to secure the obligations associated with contribution to the Information Society, which is one of the evaluation criteria. The market consultation in relation to these draft conditions took place until May 2008 and only after the results are presented the regulator will initiate the tendering process.
In February 2008, Anacom launched a public consultation on the universal service (minimum communication services defined by law, available to all users, independently of geographical location, and under special conditions to certain people). In this consultation, the regulator has asked for comments in relation to a number of different aspects of the universal service, including its scope, conditions for the designation of the entities that can render the service and the calculation of the respective cost. The consultation also included the request for indications of interest for the granting of the service.
During 1H08, Anacom published its opinion on the spin-off of Zon Multimédia, clarifying that it considers Zon no longer as part of the PT Group. As a consequence, the obligations that arise from the analysis of regulated markets to the PT Group are not applicable to Zon. In addition, as the spin-off had a material impact on markets 4 and 5 (wholesale unbundled and wholesale broadband accesses), Anacom announced that it would give priority to the reanalysis of those markets, foreseeing the launch during the 2Q08 of the respective consultation proceedings.
Anacom has issued a final decision in relation to MTRs, determining the maximum tariffs applicable from 15 July 2008. The decision envisages the introduction, for the first time since the launch of our mobile business, of asymmetric prices (20%) in mobile traffic, in favour of Optimus until 1 October 2009, at which time prices would converge to €0.065 per minute.
| TMN & Vodafone | Optimus | Asymmetry | |
|---|---|---|---|
| Previous | 0.11 | 0.11 | 0% |
| 15-Jul-08 | 0.08 | 0.096 | 20% |
| 01-Oct-08 | 0.075 | 0.09 | 20% |
| 01-Jan-09 | 0.07 | 0.084 | 20% |
| 01-Apr-09 | 0,065 | 0,078 | 20% |
| 01-Jul-09 | 0,065 | 0,072 | 11% |
| 01-Oct-09 | 0.065 | 0.065 | 0% |
Amounts correspond to euros per minute
The European Commission launched a public consultation process in relation to the Roaming Regulation. The commission has included questions aimed at determining the impacts of the regulation over the operators and consumers, as well as assessing the need and relevancy of extending the current regulation beyond 2010 and increasing its scope so as to include SMS and other data services on roaming.
Anacom launched a public consultation on the subject of Next Generations Networks. The Regulator has asked for comments in a number of areas, ranging from the alternative technical solutions to the possible regulatory frameworks, including the impacts over the current regulated wholesale offers. The consultation period will end in August and Sonaecom expects that the subsequent regulatory guidelines for the deployment of NGNs in Portugal will be published by end October 2008.
As a result of several problems wireline operators were facing in relation to the number portability process with PT, Sonaecom has requested an urgent intervention from Anacom, so as to ensure that: (i) the incumbent fulfils the rules stipulated in the current Portability Regulation; and (ii) that this regulation is amended with the objective of preventing similar problems in the future. These proposed changes, if accepted by the Regulator, would allow for a more efficient number portability as well as a simplification of the process required for the customers to migrate from one operator to another, thus promoting greater competition in the market.
On 21 February 2008, Sonaecom announced its 3-year plan for the deployment of fibre, aimed at building the most advanced telecommunications network in Portugal. As part of this plan, Sonaecom proposed to give access to its fibre network to all interested national operators, aligning with regulatory recommendations and the best practices in Europe. In this respect, Sonaecom announced that it plans to invest 240 million euros during a 3 year period in developing this Next Generation Network, which will allow coverage of over 1 million homes and approximately 25% of the Portuguese population.
At the company's Extraordinary General Meeting held on the 2nd of July 2008, its shareholders approved the following proposals:
The complete list of proposals is available in the Investor Relations section of our website (www.sonae.com).
A detailed annual Corporate Governance Report is included in Sonaecom's full year 2007 Management Report and Accounts available on our website (www.sonae.com). Our website also has a specific section dedicated to corporate governance.
Highlighted below are the main developments that occurred during 1H08 in relation to corporate governance matters:
According to our Articles of Association, a new mandate for the corporate bodies of Sonaecom started in 2008 (and will run until 2011). Therefore, the following members of the corporate bodies were elected at the Shareholders' Annual General Meeting held on 16 April 2008:
Chairman: João Augusto Esmeriz Vieira de Castro Secretary: António Agostinho Cardoso da Conceição Guedes
Duarte Paulo Teixeira de Azevedo - Chairman Ângelo Gabriel Ribeirinho dos Santos Paupério George Christopher Lawrie Luís Filipe Campos Dias de Castro Reis Maria Cláudia Teixeira de Azevedo Miguel Nuno Santos Almeida António Sampaio e Mello David Charles Denholm Hobley Gervais Gilles Pellissier Jean-François René Pontal Nuno Manuel Moniz Trigoso Jordão
The following table presents the current composition of Sonaecom's Board of Directors:
| Non-Executive | ||||||
|---|---|---|---|---|---|---|
| Members | Executive | Independent | Non-Independent | |||
| CHAIRMAN | ||||||
| Duarte Paulo Teixeira de Azevedo | ||||||
| DIRECTORS | ||||||
| António Sampaio e Mello | ||||||
| David Charles Denholm Hobley | ||||||
| Franck Emmanuel Dangeard | ||||||
| Gervais Gilles Pellissier | ||||||
| Jean-Francois René Pontal | ||||||
| Nuno Manuel Moniz Trigoso Jordão | ||||||
| Ângelo Ribeirinho Paupério (CEO) | ||||||
| Luís Filipe Campos Dias Reis | ||||||
| George Christopher Lawrie (CFO) | ||||||
| Maria Cláudia Teixeira de Azevedo | ||||||
| Miguel Nuno Santos Almeida |
Arlindo Dias Duarte Silva (Chairman) Armando Luís Vieira de Magalhães Óscar José Alçada da Quinta Substitute: Jorge Manuel Felizes Morgado
Deloitte & Associados, SROC, SA, represented by Jorge Manuel Araújo de Beja Neves or by João Luís Falua Costa da Silva.
At the same Shareholders' Annual General Meeting, it was also resolved to change the company's book-entry bearer shares into book-entry registered shares and, as a consequence thereof, the Company's Articles of Association were amended accordingly.
In accordance with article 447 of the Portuguese Company Law.
Shares held by the Board of Directors and respective transactions during first half 2008
| Additions | Reductions | Balance at 30.06.2008 |
||||
|---|---|---|---|---|---|---|
| Date | Quantity | Valor Md. € | Quantity | Valor Md. € | Quantity | |
| BOARD OF DIRECTORS | ||||||
| Duarte Paulo Teixeira de Azevedo | ||||||
| Efanor Investimentos, SGPS, SA (1) | 1 | |||||
| Migracom, SGPS, SA (3) | 69,996 | |||||
| Sonae, SGPS, SA (6) | 3,293 | |||||
| Ângelo Gabriel Ribeirinho dos Santos Paupério | ||||||
| Sonae, SGPS, SA (6) | 250,000 | |||||
| Acquisition | 11.01.2008 | 245,436 | 1,30 | |||
| Sonaecom, SGPS, SA | 225,000 | |||||
| Acquisition | 11.01.2008 | 59,930 | 2.889 | |||
| Acquisition | 14.01.2008 | 61,000 | 2.996 | |||
| Acquisition | 15.01.2008 | 44,000 | 2.868 | |||
| George Christopher Lawrie | ||||||
| Sonaecom, SGPS, SA | 162,659 | |||||
| Shares atributted under the Medium Term Incentive | ||||||
| Plan | 11.03.2008 | 17,659 | 0,00 | |||
| Sonae, SGPS, SA (6) | 62,500 | |||||
| Acquisition | 21.01.2008 | 50,380 | 1,19 | |||
| Miguel Nuno Santos Almeida | ||||||
| Sonaecom, SGPS, SA | 18,257 | |||||
| Shares atributted under the Medium Term Incentive | ||||||
| Plan | 11.03.2008 | 18,167 | 0,00 | |||
| Maria Cláudia Teixeira de Azevedo | ||||||
| Efanor Investimentos, SGPS, SA (1) | 1 | |||||
| Linhacom, SGPS, SA (4) | 99,996 | |||||
| Sonaecom, SGPS, SA | 170 | |||||
| Shares atributted under the Medium Term Incentive | ||||||
| Plan | 11.03.2008 | 10,963 | 0,00 | |||
| Sale | 31.03.2008 | 10,963 | 2.18 | |||
| Luís Filipe Campos Dias de Castro Reis | ||||||
| Sonaecom, SGPS, SA | 4,854 | |||||
| Shares atributted under the Medium Term Incentive | ||||||
| Plan | 11.03.2008 | 4,854 | 0,00 |
Notes:
| Additions | Reductions | Balance at 30.06.2008 |
||||
|---|---|---|---|---|---|---|
| Date | Quantity | Valor Md. € | Quantity | Valor Md. € | Quantity | |
| (1) Efanor Investimentos, SGPS, SA | ||||||
| Sonae, SGPS, SA (6) | 658,804,424 | |||||
| Pareuro, BV (2) | 2,000,000 | |||||
| Capital increase | 21.01.2008 | 1,980,000 | 151.51 | |||
| Sonaecom, SGPS, SA | 1,000 | |||||
| (2) Pareuro, BV | ||||||
| Sonae, SGPS, SA (6) | 400,000,000 | |||||
| (3) Migracom, SGPS, SA | ||||||
| Imparfin, SGPS, SA (5) | 150,000 | |||||
| Sonae, SGPS, SA (6) | 1,485,000 | |||||
| Acquisition | 17.01.2008 | 193,500 | 1.29 | |||
| Acquisition | 18.01.2008 | 1,500 | 1.24 | |||
| Sonaecom, SGPS, SA | 387,342 | |||||
| (4) Linhacom,SGPS, SA | ||||||
| Imparfin, SGPS, SA (5) | 150,000 | |||||
| Sonaecom, SGPS, SA | 36,183 | |||||
| Acquisition | 31.03.2008 | 10,963 | 2.18 | |||
| Sonae, SGPS, SA (6) | 351,296 | |||||
| Acquisition | 03.01.2008 | 3 | 1.92 | |||
| (5) Imparfin, SGPS, SA | ||||||
| Sonae, SGPS, SA (6) | 4,105,280 | |||||
| Acquisition | 03.01.2008 | 7 | 1.92 | |||
| (6) Sonae, SGPS, SA | ||||||
| Sonaecom, SGPS, SA | 23,649 | |||||
| Sontel BV (7) | 500 | |||||
| (7) Sontel BV | ||||||
| Sonaecom, SGPS, SA | 194,423,837 | |||||
| Acquisition | Jan.08 | 3,497,139 | 2.44 | |||
| Acquisition | Feb.08 | 1,248,722 | 2.59 | |||
| Acquisition | Mar.08 | 2,249,344 | 2.21 | |||
| Acquisition | Apr.08 | 2,733,984 | 2.25 | |||
| Acquisition | May.08 | 494,741 | 2.29 | |||
| Acquisition | Jun.08 | 147,035 | 2.17 |
In accordance with article 448 of the Portuguese Company Law.
Appendix in accordance with article 448 of the Portuguese Company Law
| Number of shares as of 30.06.2008 |
|
|---|---|
| Efanor Investimentos, SGPS, SA | |
| Sonae, SGPS, SA | 658,804,424 |
| Pareuro, BV | 2,000,000 |
| Sonaecom, SGPS, SA | 1,000 |
| Pareuro, BV | |
| Sonae, SGPS, SA | 400,000,000 |
| Sonae, SGPS, SA | |
| Sonaecom, SGPS, SA | 23,649 |
| Sontel BV | 500 |
| Sontel BV | |
| Sonaecom, SGPS, SA | 194,423,837 |
| Wirefree Services Belgium, S.A. | |
| Sonaecom, SGPS, SA | 70,276,868 |
In compliance with sub-paragraph e), of nr 1, of the article 8 of the Securities Market Regulation Board (Regulamento da CMVM) nr 04/2004, we declare the Qualifying Holdings as of 30 June 2008:
| Qualifying Holdings as of 30 June 2008 | |||
|---|---|---|---|
| Shareholder | Number of Shares |
% of Share Capital |
% Voting Rights |
|
|---|---|---|---|---|
| Sontel BV | 194,423,837 | 53.09% | 53.09% | |
| Migracom, SGPS, SA | 387,342 | 0.11% | 0.11% | |
| Ângelo Gabriel Ribeirinho dos Santos Paupério 1, 2, 4 | 225,000 | 0.06% | 0.06% | |
| Belmiro Mendes de Azevedo 1, 3 | 75,537 | 0.02% | 0.02% | |
| Linhacom SGPS, SA | 36,183 | 0.01% | 0.01% | |
| Sonae, SGPS, SA | 23,649 | 0.01% | 0.01% | |
| Álvaro Carmona e Costa Portela 1 | 5,000 | 0.00% | 0.00% | |
| Efanor Investimentos, SGPS, SA | 1,000 | 0.00% | 0.00% | |
| Maria Cláudia Teixeira de Azevedo 3,4 | 170 | 0.00% | 0.00% | |
| Total imputable | 195,177,718 | 53.29% | 53.29% | |
| France Telecom, S.A. | ||||
| Wirefree Services Belgium, S.A. | 70,276,868 | 19.19% | 19.19% | |
| Total imputable | 70,276,868 | 19.19% | 19.19% | |
| EDP | ||||
| 093X - Telecomunicações Celulares, SA | 29,150,000 | 7.96% | 7.96% | |
| Total imputable | 29,150,000 | 7.96% | 7.96% |
(1) Member of the Board of Directors of Sonae, SGPS, SA
(2) Member of the Board of Directors of Sonae Investments, BV
(3) Member of the Board of Directors of Efanor Investimentos, SGPS, SA
(4) Member of the Board of Directors of Sonaecom, SGPS, SA
The signatories individually declare that, to their knowledge, the Management Report, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared meeting the standards of the applicable International Financial Reporting Standards, giving a truthful (fairly) and appropriate image, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of the issuer and that the interim Management Report faithfully describes the most relevant events occurred during the first semester of 2008 and the respective impacts, when applicable, over the financial statements, containing an appropriate description of the major risks and uncertainties within the subsequent six month period.
The Board of Directors
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho Paupério
António Sampaio e Mello
David Charles Denholm Hobley
Frank Emmanuel Dangeard
George Christopher Lawrie
Gervais Gilles Pellissier
Jean-François René Pontal
Luís Filipe Campos Dias de Castro Reis
Maria Cláudia Teixeira de Azevedo
Miguel Nuno Santos Almeida
Nuno Manuel Moniz Trigoso Jordão
FOR THE YEAR ENDED AT 31 DECEMBER 2007
(Amounts expressed in Euro)
| ASSETS | Notes | June 2008 | June 2007 | December 2007 |
|---|---|---|---|---|
| NON CURRENT ASSETS: Tangible assets |
1.d), 1.i) and 6 | 535,146,224 | 499,470,914 | 533,166,510 |
| Intangible assets | 1.e), 1.f) and 7 | 273,456,730 | 164,463,463 | 189,436,634 |
| Goodwill | 1.g) and 9 | 525,835,473 | 507,110,677 | 528,216,604 |
| Investments in associated companies | 1.b) and 4 | 757,069 | 735,613 | 747,614 |
| Investments available for sale | 1.h), 8 and 10 | 1,207,320 | 1,207,320 | 1,207,320 |
| Deferred tax assets | 1.q) and 11 | 106,986,289 | 59,971,233 | 101,118,096 |
| Total non current assets | 1,443,389,105 | 1,232,959,220 | 1,353,892,778 | |
| CURRENT ASSETS: | ||||
| Inventories | 1.j) | 27,584,620 | 25,980,927 | 24,036,540 |
| Trade debtors Other current debtors |
1.k) and 8 1.k) and 8 |
185,705,402 23,369,309 |
138,659,457 15,766,397 |
192,029,940 17,704,719 |
| Other current assets | 1.s), 1.t) and 1.y) | 108,532,584 | 80,792,957 | 87,096,013 |
| Investments recorded at fair value through profit or loss Cash and cash equivalents |
1.h) and 12 1.l), 8 and 13 |
- 6,928,032 |
405,684 198,463,163 |
- 83,851,612 |
| Total current assets | 352,119,947 | 460,068,585 | 404,718,824 | |
| Total assets | 1,795,509,052 | 1,693,027,805 | 1,758,611,602 | |
| SHAREHOLDERS' FUNDS AND LIABILITIES | ||||
| SHAREHOLDERS' FUNDS: | ||||
| Share capital | 14 | 366,246,868 | 366,246,868 | 366,246,868 |
| Own shares | 1. v) and 15 | (6,036,026) | (8,938,165) | (8,938,165) |
| Reserves | 1.u) | 572,609,565 | 539,026,336 | 540,469,726 |
| Consolidated net income/(loss) for the period | (12,227,592) | (4,713,324) | 36,777,870 | |
| 920,592,815 | 891,621,715 | 934,556,299 | ||
| Minority interests | 1,021,723 | 634,765 | 865,131 | |
| Total Shareholders' Funds | 921,614,538 | 892,256,480 | 935,421,430 | |
| LIABILITIES: | ||||
| NON CURRENT LIABILITIES: | ||||
| Medium and long-term loans - net of short-term portion | 1.m), 1.n), 8 and 16 | 355,086,523 | 366,732,884 | 373,213,990 |
| Other non current financial liabilities | 1.i), 8 and 17 | 17,517,286 | 15,848,160 | 17,916,038 |
| Provisions for other liabilities and charges | 1.p), 1. t) and 18 | 32,469,903 | 24,284,315 | 30,885,378 |
| Deferred tax liabilities | 1.q) and 11 | 708,186 | 192,228 | 284,402 |
| Other non current liabilities | 1.s), 1.t), 1.y) | 72,875,030 | 240,736 | 291,147 |
| Total non current liabilities | 478,656,928 | 407,298,323 | 422,590,955 | |
| CURRENT LIABILITIES: | ||||
| Short-term loans and other loans | 1.m), 1.n), 8, 13 and 16 | 747,054 | 97,357,681 | 624,457 |
| Trade creditors | 8 | 174,755,456 | 121,678,688 | 185,332,554 |
| Other current financial liabilities | 1.i), 8 and 19 | 979,699 | 2,691,070 | 1,926,041 |
| Other creditors | 8 | 14,879,477 | 19,987,810 | 18,350,798 |
| Other current liabilities | 1.s), 1.t) and 1.y) | 203,875,900 | 151,757,753 | 194,365,367 |
| Total current liabilities | 395,237,586 | 393,473,002 | 400,599,217 | |
| Total Shareholders' Funds and liabilities | 1,795,509,052 | 1,693,027,805 | 1,758,611,602 |
The notes are an integral part of the consolidated financial statements at 30 June 2008 and 2007.
| The Chief Accountant | The Board of Directors |
|---|---|
| Patrícia Maria Cruz Ribeiro da Silva | Duarte Paulo Teixeira de Azevedo |
| Ângelo Gabriel Ribeirinho Paupério | |
George Christopher Lawrie
Luís Filipe Campos Dias de Castro Reis
Maria Cláudia Teixeira de Azevedo
Miguel Nuno Santos Almeida
António Sampaio e Mello
David Charles Denholm Hobley
Frank Emmanuel Dangeard
Gervais Gille Pellissier
Jean-François René Pontal
Nuno Miguel Moniz Trigoso Santos Jordão
FOR THE YEAR ENDED AT 31 DECEMBER 2007
(Amounts expressed in Euro)
| Notes | June 2008 | April to June 2008 (Not audited) |
June 2007 | April to June 2007 (Not audited) |
December 2007 | |
|---|---|---|---|---|---|---|
| Sales | 43,448,742 | 22,826,228 | 36,162,925 | 20,438,165 | 79,052,510 | |
| Services rendered | 432,129,758 | 215,057,554 | 377,269,117 | 194,050,052 | 813,641,181 | |
| Other operating revenues | 4,335,133 | 2,805,239 | 2,067,532 | 738,108 | 6,421,176 | |
| 479,913,633 | 240,689,021 | 415,499,574 | 215,226,325 | 899,114,867 | ||
| Cost of sales | (55,994,392) | (30,203,421) | (47,511,676) | (25,258,274) | (108,621,905) | |
| External supplies and services | 20 | (291,240,201) | (145,607,249) | (235,178,071) | (121,269,131) | (507,530,381) |
| Staff expenses | (48,802,529) | (22,730,630) | (46,811,654) | (23,387,854) | (95,000,392) | |
| Depreciation and amortisation | 1. d), 1. e), 6 and 7 | (77,818,774) | (40,547,950) | (67,059,659) | (30,429,053) | (139,982,820) |
| Provisions and impairment losses | 1.p), 1.x) and 18 | (7,869,804) | (3,772,316) | (6,348,493) | (2,743,030) | (12,176,960) |
| Other operating costs | (7,319,864) | (3,756,286) | (6,471,002) | (3,375,036) | (13,791,210) | |
| (489,045,564) | (246,617,852) | (409,380,555) | (206,462,378) | (877,103,668) | ||
| Gains and losses on associated companies | 21 | 9,456 | - | (87,573) | - | 224,427 |
| Gains and losses on investments available for sale | 21 | - | - | 2,473,445 | - | 5,578,307 |
| Other financial expenses | 1.n), 1.o), 1.w), 1.x) and 21 | (9,508,203) | (4,567,850) | (20,017,631) | (6,766,961) | (39,460,766) |
| Other financial income | 1.o), 1.w) and 21 | 1,608,073 | 831,472 | 9,396,252 | 2,667,642 | 12,176,948 |
| Current income/(loss) | (17,022,605) | (9,665,209) | (2,116,488) | 4,664,628 | 530,115 | |
| Income taxation | 1.q), 11 and 22 | 4,957,606 | 3,072,384 | (2,461,319) | (3,296,411) | 36,635,013 |
| Consolidated net income/(loss) | (12,064,999) | (6,592,825) | (4,577,807) | 1,368,217 | 37,165,128 | |
| Attributed to: Shareholders of parent company Minority interests |
26 | (12,227,592) 162,593 |
(6,701,547) 108,722 |
(4,713,324) 135,517 |
1,290,926 77,291 |
36,777,870 387,258 |
| Earnings per share Including discontinued operations |
||||||
| Basic | (0.03) | (0.02) | (0.01) | 0.00 | 0.10 | |
| Diluted | (0.03) | (0.02) | (0.01) | 0.00 | 0.10 | |
| Excluding discontinued operations | ||||||
| Basic | (0.03) | (0.02) | (0.01) | 0.00 | 0.10 | |
| Diluted | (0.03) | (0.02) | (0.01) | 0.00 | 0.10 |
The notes are an integral part of the consolidated financial statements at 30 June 2008 and 2007.
Patrícia Maria Cruz Ribeiro da Silva Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho Paupério
George Christopher Lawrie
Luís Filipe Campos Dias de Castro Reis
Maria Cláudia Teixeira de Azevedo
Miguel Nuno Santos Almeida
António Sampaio e Mello
David Charles Denholm Hobley
Frank Emmanuel Dangeard
Gervais Gille Pellissier
Jean-François René Pontal
Nuno Miguel Moniz Trigoso Santos Jordão
(Amounts expressed in Euro)
| Res | 200 8 |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sha re capi tal |
Own sha res (Not e 15 ) |
Leg al rese rves |
Sha re ium prem |
Oth er rese rves |
erve s Res s fo erve r Med ium Term Ince ntive Pla ns |
Hed ging rese rve |
Res erve s of O wn sha res |
Fair valu e rese rves (No te 1 0) |
Tota l rese rves |
Mino rity Inte rests |
Net inco me/ (loss ) |
Tota l |
|
| Bala at 3 1 De ber 200 7 nce cem |
366 ,246 ,868 |
(8,9 38,1 65) |
1,00 2,28 7 |
775 ,290 ,377 |
(248 ,360 ,691 ) |
3,18 6,67 8 |
412 ,910 |
8,93 8,16 5 |
- | 540 ,469 ,726 |
- | 36,7 77,8 70 |
934 ,556 ,299 |
| App iatio n of the olida ted net lt of 200 7 ropr cons resu Con me/ (loss ) for solid ated net inco the este ded at 3 0 Ju ne 2 008 sem r en Deli of o hare der Med ium Term Inc entiv e Pl very wn s s un ans |
- - - |
- - 4,27 5,83 8 |
- - - |
- - - |
36,7 77,8 70 - 2,11 3,54 2 |
- - - |
- - - |
- - (4,2 75,8 38) |
- - - |
36,7 77,8 70 - (2,1 62,2 96) |
- - - |
(36, 777 ,870 ) (12, ) 227 ,592 - |
- (12, ) 227 ,592 2,11 3,54 2 |
| Acq uisit ion o f ow n sh ares Fair valu es ( Note 16) e re serv Tran sfer to lia biliti f the biliti iated he M ediu m T Inc entiv to t es o rep onsa es a ssoc erm e |
- - |
(1,3 73,6 99) - |
- - |
- - |
(1,3 73,6 99) - |
- - |
- 755 ,674 |
1,37 3,69 9 - |
- - |
- 755 ,674 |
- - |
- - |
(1,3 73,6 99) 755 ,674 |
| Plan s n fo Adju stme nts i reig cy tr ansl ation d ot hers n cu rren res erve s an |
- - |
- - |
- - |
- - |
- (44, ) 731 |
(3,1 78) 86,6 - |
- - |
- - |
- - |
(3,1 78) 86,6 (44, ) 731 |
- - |
- - |
(3,1 78) 86,6 (44, ) 731 |
| Bala at 3 0 Ju ne 2 008 nce |
366 ,246 ,868 |
(6,0 26) 36,0 |
1,00 2,28 7 |
775 ,290 ,377 |
(210 ) ,887 ,709 |
- | 1,16 8,58 4 |
6,03 6,02 6 |
- | 572 ,609 ,565 |
- | (12, ) 227 ,592 |
920 ,592 ,815 |
| Mino rity i nter ests Bala at 3 1 De ber 200 7 nce cem Mino rity i lts nter ests on resu Othe r cha nges |
- - - |
- - - |
- - - |
- - - |
- - - |
- - - |
- - - |
- - - |
- - - |
- - - |
865 ,131 162 ,593 (6,0 00) |
- - - |
865 ,131 162 ,593 (6,0 00) |
| Bala at 3 0 Ju ne 2 008 nce |
- | - | - | - | - | - | - | - | - | - | 1,02 1,72 3 |
- | 1,02 1,72 3 |
| Tota l |
366 ,246 ,868 |
(6,0 36,0 26) |
1,00 2,28 7 |
775 ,290 ,377 |
(210 ,887 ,709 ) |
- | 1,16 8,58 4 |
6,03 6,02 6 |
- | 572 ,609 ,565 |
1,02 1,72 3 |
(12, 227 ,592 ) |
921 ,614 ,538 |
| 200 7 |
|||||||||||||
| Res erve s |
|||||||||||||
| Sha re capi tal |
Own sha res (Not e 15 ) |
Leg al rese rves |
Sha re ium prem |
Oth er rese rves |
Res s fo erve r Med ium Term Ince ntive Pla ns |
Hed ging rese rve |
Res erve s of O wn sha res |
Fair valu e rese rves (No te 1 0) |
Tota l rese rves |
Mino rity Inte rests |
Net inco me/ (loss ) |
Tota l |
|
| Bala at 3 1 De ber 200 7 nce cem |
366 ,246 ,868 |
- | 559 ,078 |
775 ,290 ,377 |
(225 ,277 ,495 ) |
952 ,390 |
- | - | 5,12 1,87 6 |
556 ,646 ,226 |
- | (13, 883 ,168 ) |
909 ,009 ,926 |
| App iatio n of the olida ted lt of 200 6 net ropr cons resu Con solid ated inco me/ (loss ) for the ded at 3 0 Ju ne 2 007 net este sem r en Acq uisit ion o f ow n sh ares Fair valu e re serv es of t Rec ition he M ediu m T Inc entiv e Pl ogn erm ans |
- - - - - |
- - (8,9 38,1 65) - - |
443 ,209 - - - - |
- - - - - |
(14, 326 ,377 ) - (8,9 38,1 65) - - |
- - - - 1,07 5,07 8 |
- - - - - |
- - 8,93 8,16 5 - - |
- - - (5,1 21,8 76) - |
(13, 883 ,168 ) - - (5,1 21,8 76) 1,07 5,07 8 |
- - - - - |
13,8 83,1 68 (4,7 13,3 24) - - - |
- (4,7 13,3 24) (8,9 38,1 65) (5,1 21,8 76) 1,07 5,07 8 |
| s (st tax) Reim burs nts o f exp s inc d in sha pital incr eme ense urre re ca ease amp Adju stme nts i n fo reig cy tr ansl ation d ot hers n cu rren res erve s an |
- - |
- - |
- - |
- - |
400 ,000 (89, 924) |
- - |
- - |
- - |
- - |
400 ,000 (89, ) 924 |
- - |
- - |
400 ,000 (89, ) 924 |
| Bala at 3 0 Ju ne 2 007 nce |
366 ,246 ,868 |
(8,9 65) 38,1 |
1,00 2,28 7 |
775 ,290 ,377 |
(248 ) ,231 ,961 |
2,02 7,46 8 |
- | 8,93 8,16 5 |
- | 539 ,026 ,336 |
- | (4,7 24) 13,3 |
891 ,621 ,715 |
| Mino rity i nter ests Bala at 3 1 De ber 200 6 nce cem Mino rity i nter ests lts on resu Othe r cha nges |
- - - |
- - - |
- - - |
- - - |
- - - |
- - - |
- - - |
- - - |
- - - |
- - - |
471 ,382 135 ,517 27,8 66 |
- - - |
471 ,382 135 ,517 27,8 66 |
| Bala at 3 0 Ju ne 2 007 nce |
- | - | - | - | - | - | - | - | - | - | 634 ,765 |
- | 634 ,765 |
| Tota l |
366 ,246 ,868 |
(8,9 65) 38,1 |
1,00 2,28 |
7 7 75,2 90,3 77 |
(248 ) ,231 ,961 |
2,02 7,46 8 |
- | 8,93 8,16 5 |
- | 539 ,026 ,336 |
634 ,765 |
(4,7 24) 13,3 |
892 ,256 ,480 |
The notes are an integral part of the consolidated financial statements at 30 June 2008 and 2007.
CONSOLIDATED CASH FLOW STATEMENT
(Amounts expressed in Euro)
| 30 June 2008 | 30 June 2007 | |||
|---|---|---|---|---|
| Operating activities | ||||
| Receipts from trade debtors | 470,671,199 | 412,258,795 | ||
| Payments to trade creditors | (367,997,968) | (298,476,096) | ||
| Payments to employees | (57,305,865) | (57,513,586) | ||
| Cash flows from operating activities | 45,367,366 | 56,269,113 | ||
| Payments/receipts relating to income taxes, net | (2,225,668) | (2,050,775) | ||
| Other payments/receipts relating to operating activities, net | (5,033,942) | 2,231,802 | ||
| Cash flows from operating activities (1) | 38,107,756 | 38,107,756 | 56,450,140 | 56,450,140 |
| Investing activities | ||||
| Receipts from: | ||||
| Investments | 1,496,920 | 108,461,474 | ||
| Tangible assets | 170,667 | 560,420 | ||
| Intangible assets | 3,599 | 11,927 | ||
| Interest and similar income | 1,425,285 | 3,096,471 | 8,850,061 | 117,883,882 |
| Payments for: | ||||
| Investments | (927,119) | (209,747) | ||
| Tangible assets | (73,184,511) | (54,844,525) | ||
| Intangible assets | (14,358,265) | (88,469,895) | (9,285,421) | (64,339,693) |
| Cash flows from investing activities (2) | (85,373,424) | 53,544,189 | ||
| Financing activities | ||||
| Payments for: | ||||
| Leasings | (1,345,095) | (2,360,378) | ||
| Interest and similar expenses | (9,564,240) | (26,220,326) | ||
| Own shares | (1,373,699) | (8,938,165) | ||
| Loans obtained | (17,500,000) | (29,783,034) | - | (37,518,869) |
| Cash flows from financing activities (3) | (29,783,034) | (37,518,869) | ||
| Net cash flows ( 4 )=( 1 )+( 2 )+( 3 ) | (77,048,702) | 72,475,460 | ||
| Effect of the foreign exchanges | 2,525 | 124,561 | ||
| Cash and cash equivalents at the beginning of the year | (83,227,155) | (125,842,921) | ||
| Cash and cash equivalents at the end of the semester | 6,180,978 5,050 |
198,442,942 249,122 |
||
| The notes are an integral part of the consolidated financial statements at 30 June 2008 and 2007. | 0 | 0 249,122 |
||
| Chief Accountant | The Board of Directors | |||
Patrícia Maria Cruz Ribeiro da Silva Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho Paupério
George Christopher Lawrie
Luís Filipe Campos Dias de Castro Reis
Maria Cláudia Teixeira de Azevedo
Miguel Nuno Santos Almeida
António Sampaio e Mello
David Charles Denholm Hobley
Frank Emmanuel Dangeard
Gervais Gille Pellissier
Jean-François René Pontal
Nuno Miguel Moniz Trigoso Santos Jordão
FOR THE SEMESTERS ENDED AT 30 JUNE 2008 AND 2007
| (Amounts expressed in Euro) | ||
|---|---|---|
| 1 - Acquisition or sale of subsidiaries or other businesses | 30 June 2008 | 30 June 2007 |
| a) Amounts paid from acquisitions of previous years | ||
| Tecnológica Telecomunicações, Ltda. | 842,911 | 209,747 |
| Cape Technologies, Limited | 3,470 | - |
| Praesidium Holdings Limited | 80,738 | - |
| 927,119 | 209,747 | |
| b) Amount received from acquisitions of previous years (price adjustments) | ||
| Telemilénio Telecomunicações - Sociedade Unipessoal, Lda. | 1,496,920 | - |
| c) Amount of other assets and liabilities sold | ||
| Portugal Telecom, S.G.P.S., S.A. Shares | - 1,496,920 |
108,461,474 108,461,474 |
| 2 - Details of cash and cash equivalents: | ||
| Cash in hand | 60,157 | 127,347 |
| Cash at bank | 5,462,850 | 2,753,082 |
| Treasury applications | 1,405,025 | 195,582,734 |
| Overdrafts | (747,054) | (20,221) |
| Cash and cash equivalents Overdrafts |
6,180,978 747,054 |
198,442,942 20,221 |
| Cash assets | 6,928,032 | 198,463,163 |
| 3 - Description of non monetary financing activities | ||
| a) Bank credit granted and not used | 132,111,398 | 99,599,377 |
| b) Purchase of company through the issue of shares | Not applicable | Not applicable |
| c) Conversion of loans into shares | Not applicable | Not applicable |
| 4 - Cash flow breakdown by activity |
| Activity | Cash flow | Cash flow | Cash flow | Net |
|---|---|---|---|---|
| from | from | from | Cash | |
| operating activities | investing activities | financing activities | Flows | |
| Telecommunication | 54,683,402 | (85,309,331) | (2,619,067) | (33,244,996) |
| Multimedia | 898,666 | (231,971) | (9,608) | 657,088 |
| Information Systems | (15,261,280) | (1,072,685) | (75,598) | (16,409,564) |
| Others | (2,213,032) | 1,240,563 | (27,078,761) | (28,051,230) |
| 38,107,756 | (85,373,424) | (29,783,034) | (77,048,702) |
The notes are an integral part of the consolidated financial statements at 30 June 2007 and 2008.
Patrícia Maria Cruz Ribeiro da Silva Duarte Paulo Teixeira de Azevedo
Chief Accountant The Board of Directors
Ângelo Gabriel Ribeirinho Paupério
George Christopher Lawrie
Luís Filipe Campos Dias de Castro Reis
Maria Cláudia Teixeira de Azevedo
Miguel Nuno Santos Almeida
António Sampaio e Mello
David Charles Denholm Hobley
Frank Emmanuel Dangeard
Gervais Gille Pellissier
Jean-François René Pontal
Nuno Miguel Moniz Trigoso Santos Jordão
(Amounts expressed in Euro)
SONAECOM, S.G.P.S., S.A. (hereinafter referred to as "the Company" or "Sonaecom") was established on 6 June 1988, under the name Sonae – Tecnologias de Informação, S.A. and has its head office at Lugar de Espido, Via Norte, Maia – Portugal. It is the parent company of the group of companies listed in Notes 2, 3 and 4 ("the Group").
Pargeste, S.G.P.S., S.A.'s subsidiaries in the communications and information technology area were transferred to the Company through a demerger-merger process, executed by public deed dated 30 September 1997.
On 3 November 1999 the Company's share capital was increased, its articles of association were modified and its name was changed to Sonae.com, S.G.P.S., S.A.. Since then the Company's corporate object has been the management of investments in other companies. Also on 3 November 1999, the Company's share capital was redenominated to Euro, being represented by one hundred and fifty million shares with a nominal value of 1 Euro each.
On 1 June 2000, the Company carried out a Combined Share Offer, involving the following:
A Retail Share Offer of 5,430,000 shares, representing 3.62% of the share capital, made in the domestic market and aimed at: (i) employees of the Sonae Group; (ii) customers of the companies controlled by Sonaecom; and (iii) the general public.
An Institutional Offering for sale of 26,048,261 shares, representing 17.37% of the share capital, aimed at domestic and foreign institutional investors.
In addition to the Combined Share Offer, the Company's share capital was increased under the terms explained below. The new shares were fully subscribed for and paid up by Sonae, S.G.P.S., S.A. (a shareholder of Sonaecom, hereinafter referred to as "Sonae"). The capital increase was subscribed for and paid up on the date the price of the Combined Share Offer was determined, and paid up in cash, 31,000,000 new ordinary shares of 1 Euro each being issued. The subscription price for the new shares was the same as that fixed for the sale of shares in the aforementioned Combined Share Offer, which was Euro 10.
In addition, Sonae sold 4,721,739 Sonaecom shares under an option granted to the banks leading the Institutional Offer for Sale and 1,507,865 shares to Sonae Group managers and to the former owners of the companies acquired by Sonaecom.
By decision of the Shareholders' General Meeting held on 17 June 2002, Sonaecom's share capital was increased from Euro 181,000,000 to Euro 226,250,000 by public subscription reserved for the existing shareholders, 45,250,000 new shares of 1 Euro each having been fully subscribed for and paid up at the price of Euro 2.25 per share.
On 30 April 2003, the company's name was changed by public deed to SONAECOM, S.G.P.S., S.A..
By decision of the Shareholders' General Meeting held on 12 September 2005, Sonaecom's share capital was increased in Euro 70,276,868, from Euro 226,250,000 to Euro 296,526,868, by the issuance of 70,276,868 new shares of 1 Euro each and with a share premium of Euro 242,455,195, fully subscribed by France Telecom. The corresponding public deed was executed on 15 November 2005.
By decision of the Shareholders General Meeting held on 18 September 2006, Sonaecom's share capital was increased in Euro 69,720,000, from Euro 296,526,868 to Euro 366,246,868, by the issuance of 69,720,000 new shares of 1 Euro each and with a share premium of Euro 275,657,217, subscribed by 093X – Telecomunicações Celulares, S.A. (EDP) and Parpública – Participações Públicas, SGPS, S.A.(Parpública). The corresponding public deed was executed on 18 October 2006.
By decision of the Shareholders General Meeting held on 16 April 2008, bearer shares were converted into registered shares.
The Group's business consists essentially of:
-Mobile telecommunications operations;
-Fixed telecommunications operations and Internet;
-Multimedia;
-Information systems consultancy.
The Group operates in Portugal and has some subsidiaries (from the information systems consultancy segment) operating in Brasil, United Kingdom, Irland, Poland, Australia and United the States of America.
Since 1 January 2001 all Group companies based in the Euro zone have adopted the Euro as their base currency for processing, systems and accounting.
The consolidated financial statements are also presented in Euro, rounded at unit, and the transactions in foreign currencies are included in accordance with the accounting policies detailed below.
The accompanying financial statements relate to the consolidated financial statements of the Sonaecom Group and have been prepared on a going concern basis, based on the accounting records of the companies included in the consolidation (Notes 2, 3 and 4) in accordance with the International Financial Reporting Standards ("IAS/IFRS") as adopted by the European Union ("EU"). These financial statements were prepared based on the acquisition cost, except for the revaluation of financial instruments, and taking into consideration IAS 34 – "Interim Financial Reporting".
For Sonaecom, there are no differences between IFRS as adopted by European Union and IFRS published by the International Accounting Standards Board.
Sonaecom adopted "IAS/IFRS" for the first time according to SIC 8 (First time adoption of IAS) on 1 January 2003.
On 29 March 2007, with mandatory effect as from 1 January 2009, but with earlier adoption allowed, the IASB issued a revised IAS 23 – "Borrowing Costs", which in relation to its previous version, eliminated the possibility of immediate recognition in the profit and loss statement of borrowing costs relating to assets that require a substantial period of time to be ready for use or sale. Sonaecom had already adopted the procedure of capitalizing such costs as part of the cost of the related assets and, consequently, the revision of this standard did not have any impact on the Group consolidated financial statements.
Additionally, the following standards and interpretations were issued, but their application was not mandatory or the endorsement by the European Union has not occurred yet:
Review and Amendment of IAS 1 – "Presentation of Financial Statements" – (mandatory at 1 January 2009);
Amendment to IAS 16 – "Property, Plant and Equipment" – (mandatory at 1 January 2009);
Amendment to IAS 19 – "Employee Benefits" – (mandatory at 1 January 2009);
Amendment to IAS 20 – "Government Grants" – (mandatory at 1 January 2009);
Amendment to IAS 27 – "Consolidated and Separate Financial Statements" – (mandatory at 1 January and 1 July 2009);
Amendment to IAS 28 – "Investments in Associates" – (mandatory at 1 January 2009);
Amendment to IAS 29 – "Financial Reporting in Hyperinflationary Economies" – (mandatory at 1 January 2009);
Amendment to IAS 31 – "Interests in Joint Ventures" – (mandatory at 1 January and 1 July 2009);
Amendment to IAS 32 – "Financial Instruments: Disclosure and Presentation" – (mandatory at 1 January 2009);
Amendment to IAS 36 – "Impairment of Assets" – (mandatory at 1 January 2009);
Amendment to IAS 38 – "Intangible Assets" – (mandatory at 1 January 2009);
Amendment to IAS 39 – "Financial Instruments" – (mandatory at 1 January 2009);
Amendment to IAS 40 – "Investment Property" – (mandatory at 1 January 2009);
Amendment to IAS 41 – "Agriculture" – (mandatory at 1 January 2009);
Amendment to IFRS 1 – "First-time Adoption of International Financial Reporting Standards'" – (mandatory at 1 January 2009);
Amendment to IFRS 2 – "Share – based Payment" – (mandatory at 1 January 2009);
Review of IFRS 3 – "Business Combinations" – (mandatory at 1 July 2009);
Amendment to IFRS 5 – "Non-current Assets Held for Sale and Discontinued Operations" – (mandatory at 1 January 2009);
IFRS 8 – "Operating Segments" – (mandatory at 1 January 2009);
IFRIC 12 – "Service Concession Arrangements" – (mandatory at 1 January 2008, but not yet endorsed in the EU);
IFRIC 13 – "Customer Loyalty Programmes" – (mandatory at 1 July 2008);
IFRIC 14 "IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction" – mandatory at 1 January 2008, but not yet endorsed in the EU);
At 30 June 2008, the Group already adopted IFRIC 13. The other standards and interpretations will have no significant impact on the Group's consolidated financial statements.
The accounting policies and measurement criteria adopted by the Group at 30 June 2008 are comparable with those used in the preparation of the consolidated financial statements at 31 December 2007.
The main accounting policies used in the preparation of the accompanying consolidated financial statements are as follows:
Investments in companies in which the Group has direct or indirect voting rights at Shareholders' General Meetings, in excess of 50%, or in which it has control over the financial and operating policies (definition of control used by the Group) were fully consolidated in the accompanying consolidated financial statements. Third party participations in the shareholders' equity and net results of those companies are recorded separately in the consolidated balance sheet and in the consolidated profit and loss statement, respectively, under the caption 'Minority interests'.
When losses attributable to minority shareholders exceed minority interests in shareholders' funds of the subsidiaries, the Group absorbs the excess together with any additional losses, except when the minority shareholders have the obligation and are able to cover those losses. If subsidiaries subsequently report profits, the Group appropriates all the profits until the amount of the minority interests in the losses absorbed by the Group is recovered.
In the acquisition of subsidiaries, the purchase method is applied. The results of subsidiaries bought or sold during the year are included in the profit and loss statement as from the date of acquisition (or of control acquisition) or up to the date of sale (or of control cession). Intra Group transactions, balances and dividends are eliminated.
The expenses incurred with the acquisition of investments in Group companies are considered as part of the acquisition cost.
The fully consolidated companies are listed in Note 2.
Investments in associated companies (generally investments representing between 20% and 50% of a company's share capital) are recorded using the equity method.
In accordance with the equity method, investments are adjusted annually by the amount corresponding to the Group's share of the net results of associated companies, against a corresponding entry to gain or loss for the year, and by the amount of dividends received, as well as by other changes in the equity of the associated companies, which are recorded by a corresponding entry to the caption 'Other reserves'. An assessment of the investments in associated companies is performed annually, with the aim of detecting possible impairment situations.
When the Group's share of accumulated losses of an associated company exceeds the book value of the investment, the investment is recorded at nil value, except when the Group has assumed commitments to the associated company, in which case a provision is recorded under the caption 'Provisions for other liabilities and charges'.
Investments in associated companies are listed in Note 4.
The financial statements of companies jointly controlled have been consolidated in the accompanying financial statements by the proportional method, since their acquisition date. According to this method, assets, liabilities, income and costs of these companies have been included into the accompanying consolidated financial statements, in the proportion attributable to the Group.
The excess of cost in relation to the fair value of identifiable assets and liabilities of the jointly controlled companies at the time of their acquisition is recorded as Goodwill (Note 8). If the difference between cost and the fair value of the net assets and liabilities acquired is negative, it is recognised as income for the period, after reconfirmation of the fair value of the identifiable assets and liabilities.
The transactions, balances and dividends distributed among Group companies and jointly controlled companies are eliminated in the proportion attributable to the Group.
The classification of financial investments as jointly controlled is determined, among other things, on the Shareholders' Agreements that govern the jointly controlled companies.
A detail of the companies jointly controlled is disclosed in Note 3.
Tangible assets are recorded at their acquisition cost less accumulated depreciation and less estimated accumulated impairment losses.
Depreciations are calculated on a straight-line monthly basis as from the date the assets are available for use in the necessary conditions to operate as intended by the management, by a corresponding charge to the profit and loss statement caption 'Depreciation and amortisation'.
Impairment losses detected in the realization value of tangible assets are recorded in the year in which they arise, by a corresponding charge to the caption 'Depreciation and amortisation' of the profit and loss statement.
The annual depreciation rates used correspond to the estimated useful life of the assets, which are as follows:
| Years of useful life |
|
|---|---|
| Buildings | 50 |
| Other constructions | 10 - 20 |
| Networks | 10 - 20 |
| Other plant and machinery | 8 |
| Vehicles | 4 |
| Fixtures and fittings | 3 - 10 |
| Tools | 5 - 8 |
| Other tangible assets | 4 - 8 |
Current maintenance and repair costs of fixed assets are recorded as costs in the year in which they occur. Improvements of significant amount, which increase the estimated useful life of the assets, are capitalised and depreciated in accordance with the remaining estimated useful life of the corresponding assets.
The estimated costs related with the mandatory dismantling and removal of tangible assets, incurred by the Group, are capitalised and amortised in accordance with the estimated useful life of the corresponding assets.
Work in progress corresponds to fixed assets still in the construction/development stage which are recorded at their acquisition cost. These assets are depreciated as from the moment they are in condition to be used and when they are start operating as intended by the management. Good conditions in terms of network coverage and/or necessary quality and technical reliability to ensure minimum services are examples of conditions evaluated by the management.
During the second half of 2007, based on independent appraisals reports, the Group reassessed, on a prospective basis, the useful life of certain assets recorded under the caption 'Tangible assets'.
'Intangible assets' are recorded at their acquisition cost less accumulated amortisation and less estimated accumulated impairment losses. Intangible assets are only recognised if it is likely that they will bring future economic benefits to the Group, if the Group controls them and if their cost can be reasonably measured.
Intangible assets comprise, essentially, software (excluding the one included in tangible assets – telecommunication sites' software), industrial property, costs incurred with the mobile network operator licenses
(GSM and UMTS) and the fixed network operator licenses, as well as the costs incurred with the acquisition of customers portfolios (value attributed under the purchase price allocation in business combinations).
Amortisations are calculated on a straight-line monthly basis, over the estimated useful life of the assets (three to six years) as from the month in which the corresponding expenses are incurred. Mobile and fixed network operator licenses are amortised over the period for which they were granted (15 years). The UMTS license is being amortised on a straight-line basis for an 11 year period, which corresponds to the period between the commercial launch date and the maturity date of the license. Additional license costs, namely the ones related to the commitments assumed by the Group under the UMTS license, regarding the contributions to the "Information Society", are being amortised up to the end of the license. The amortisation of the customer's portfolios is provided on a straight-line basis over the estimated average retention period of the customers (5 to 6 years).
Internally-generated intangible assets, namely research and development expenditures, are recognised in the profit and losses statement when incurred. Development expenditures can only be recognised as an intangible asset if the Group demonstrates the ability to complete the project and is able to put it in use or available for sale.
Amortisation for the period is recorded in the profit and loss statement under the caption 'Depreciation and amortisation'.
Brands and patents are recorded at their acquisition cost and are amortised on a straight-line basis over their respective estimated useful life. When the estimated useful life is undetermined, they are not depreciated but are subject to annual impairment tests.
Differences between the cost of investments in subsidiaries and associated companies and the amount attributed to the fair value of the identifiable assets and liabilities at the time of their acquisition, when positive, are recorded under the caption 'Goodwill', and, when negative, after a reapreciation of its calculation, are recorded directly in the profit and loss statement. Until 1 January 2004, 'Goodwill' was amortised over the estimated period of recovery of the investments, usually ten years, and the annual amortisation was recorded in the profit and loss statement under the caption 'Depreciation and amortisation'. Since 1 January 2004 and in accordance with the IFRS 3 – "Business Combinations", the Group has ceased the amortisation of the 'Goodwill'. Impairment losses of Goodwill are recorded in the profit and loss statement for the period under the caption 'Depreciation and amortisation'.
In subsequent acquisitions of financial investments already held by the Group, an amount of Goodwill is registered equal to the difference between the acquisition cost of such financial investment and the proportional amount of the shareholders funds of the acquired company.
The Group classifies its investments in the following categories: 'financial assets at fair value through profit or loss', 'loans and receivables', 'held-to-maturity investments', and 'available-for-sale financial assets'. The classification depends on the purpose for which the investments were acquired.
The classification of the investments is determined at the initial recognition and re-evaluated every quarter.
a) 'Financial assets at fair value through profit or loss'
This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if it is acquired principally for the purpose of selling it in the short term or if the adoption of this method allows reducing or eliminating an accounting mismatch. Derivatives are also registered as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to mature within twelve months of the balance sheet date.
b) 'Loans and receivables'
Loans and receivables are non-derivative financial assets with fixed or variable payments that are not quoted in an active market. These financial investments arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable.
Loans and receivables are carried at amortised cost using the effective interest method, deducted from any impairment losses.
Loans and receivables are recorded as current assets, except when its maturity is greater than twelve months from the balance sheet date, situation in which they are classified as non-current assets. Loans
and receivables are included in the captions 'trade debtors' and 'other current debtors' in the balance sheet.
c) 'Held-to-maturity investments'
Held-to-maturity investments are non-derivative financial assets with fixed or variable payments and with fixed maturities that the Group's management has the positive intention and ability to hold until their maturity.
d) 'Available-for-sale financial assets'
Available-for-sale financial assets are non-derivative investments that are either designated in this category or not classified in any of the other above referred categories. They are included in non-current assets unless management intends to dispose them within twelve months of the balance sheet date.
Purchases and sales of investments are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. The 'Financial assets at fair value through profit or loss' are initially recognised at fair value and the transaction costs are recorded in the income statement. Investments are derecognised when the rights to receive cash flows from the investments have expired or all substantial risks and rewards of their ownership have been transferred.
'Available-for-sale financial assets' and 'Financial assets at fair value through profit or loss' are subsequently carried at fair value.
'Loans and receivables' and 'Held-to-maturity investments' are carried at amortised cost using the effective interest method.
Realised and unrealised gains and losses arising from changes in the fair value of financial assets classified at fair value through profit or loss are recognised in the profit and losses statement. Realised and unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in equity. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the profit and losses statement as gains or losses from investment securities.
The fair value of quoted investments is based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to similar instruments, discounted cash flow analysis, and option pricing models refined to reflect the issuer's specific circumstances. The fair value of listed investments is determined based on the closing Euronext share price at the balance sheet date.
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In case of equity securities classified as available for sale, a significant or prolonged decline (decline above 25% in two consecutive quarters) in the fair value of the security below its cost is considered in determining whether the securities are impaired. If such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment losses on that financial asset previously recognised in profit or loss – is removed from equity and recognised in the profit and losses statement. Impairment losses recognised in the profit and losses statement on equity securities are not reversed through the profit and losses statement.
Lease contracts are classified as financial leases, if, in substance, all risks and rewards associated with the detention of the leased asset are transferred by the lease contract or as operational leases, if, in substance, there is no transfer of risks and rewards associated with the detention of the leased assets.
The lease contracts are classified as financial or operational in accordance with the substance and not with the form of the respective contracts.
Fixed assets acquired under finance lease contracts and the related liabilities are recorded in accordance with the financial method. Under this method the tangible assets, the corresponding accumulated depreciation and the related liability are recorded in accordance with the contractual financial plan at fair value or, if less, at the present value of payments. In addition, interests included in lease payments and the depreciation of the tangible assets are recognised as expenses in the profit and loss statement for the year to which they relate.
Assets under long term rental contracts are recorded in accordance with the operational lease method. In accordance with this method, the rents paid are recognised as an expense, over the rental period.
Inventories are stated at their acquisition cost, net of any impairment losses, which reflects its estimated net realisable value.
Accumulated inventory impairment losses reflect the difference between the acquisition cost and the realisable amount of inventories, as well as the estimated impairment losses due to low turnover, obsolescence and deterioration (Note 18).
Trade and other current debtors are recorded at their net realisable value and do not include interests, since the discount effect is not significant.
These financial investments arise when the Group provides money, supplies goods or provides services directly to a debtor with no intention of trading the receivable.
The amount of this caption is presented net of any impairment losses. Future reversals of impairment losses are recorded in the profit and loss statement under the caption 'Other operating revenues'.
Amounts included under the caption 'Cash and cash equivalents' correspond to amounts held in cash and term bank deposits and other treasury applications where the risk of change in value is insignificant.
The consolidated cash flow statement has been prepared in accordance with IAS 7, using the direct method. The Group classifies, in the caption 'Cash and cash equivalents', investments that mature in less than three months, for which the risk of change in value is insignificant. The caption 'Cash and cash equivalents' in the cash flow statement also includes bank overdrafts, which are reflected in the balance sheet caption 'Short-term loans and other loans'.
The cash flow statement is classified by operating, financing and investing activities. Operating activities include collections from customers, payments to suppliers, payments to personnel and other flows related to operating activities. Cash flows from investing activities include the acquisition and sale of investments in associated and subsidiaries companies, as well receipts and payments resulting from the purchase and sale of fixed assets. Cash flows from financing activities include payments and receipts relating to loans obtained and finance lease contracts.
All amounts included under this caption are likely to be realised in the short term and there are no amounts given or pledged as guarantee.
Loans are recorded as liabilities by the "amortised cost". Any expenses incurred in setting up loans are recorded as a deduction to the nominal debt and recognised during the period of the financing, based on the effective interest rate method. The interests incurred but not yet due are added to the loans caption until their payment.
Financial expenses related to loans obtained are generally recognised as expenses at the time they are incurred. Financial expenses related to loans obtained directly for the acquisition, construction or production of fixed assets are capitalised as part of the cost of the assets. These expenses are capitalised starting from the time of preparation for the construction or development of the asset and are interrupted when the assets are ready to operate, at the end of the production or construction phases or when the associated project is suspended.
The Group only uses derivatives in the management of its financial risks to hedge against such risks. The Group does not use derivatives for trading purposes.
The cash flow hedges used by the Group are related to interest rate swap operations to hedge against interest rate risks on loans obtained. The amounts, interest payment dates and repayment dates of the underlying interest rate swaps are similar in all respects to the conditions established for the contracted loans. Changes in the fair value of cash flow hedges are recorded in assets or liabilities, against a corresponding entry under the caption 'Hedging reserves' in shareholders' funds.
In cases where the hedge instrument is not effective, the amounts that arise from the adjustments to fair value are recorded directly in the profit and loss statement.
Provisions are recognised when, and only when, the Group has a present obligation (either legal or implicit) resulting from a past event, the resolution of which is likely to involve the disbursement of funds by an amount that can be reasonably estimated. Provisions are reviewed at the balance sheet date and adjusted to reflect the best estimate at that date.
Provisions for restructurings are only registered if the Group has a detailed plan and if that plan has already been communicated to the parties involved.
Contingent liabilities are not recognised in the consolidated financial statements but are disclosed in the notes, if the possibility of a cash outflow affecting future economic benefits is not remote.
Contingent assets are not recognised in the consolidated financial statements but are disclosed in the notes when future economic benefits are likely to occur.
'Income tax' expense represents the sum of the tax currently payable and deferred tax. Income tax is recognised in accordance with IAS 12.
Sonaecom has adopted, since 1 January 2008, the special regime for the taxation of groups of companies, under which, the provision for income tax is determined on the basis of the estimated taxable income of all the companies covered by that regime, in accordance with such rules. The special regime for the taxation of groups of companies covers all subsidiaries on which the group holds at least 90% of their share capital, with its headquarters located in Portugal and subject to Corporate Income Tax (IRC). The remaining Group companies not covered by the special regime for the taxation of groups of companies are taxed individually based on their respective taxable income, in accordance with the tax rules in force in the location of the headquarters of each company.
Deferred taxes are calculated using the liability method and reflect the timing differences between the amount of assets and liabilities for accounting purposes and the respective amounts for tax purposes.
Deferred tax assets are only recognised when there is reasonable expectation that sufficient taxable profits shall arise in the future to allow such deferred tax assets to be used. At the end of each semester the recorded and unrecorded deferred tax assets are revised and they are reduced whenever their realisation ceases to be probable, or increased if future taxable profits are, likely, enabling the recovery of such assets (Note 11).
Deferred taxes are calculated with the tax rate that is expected to be in force at the time the asset or liability will be used.
Whenever deferred taxes derive from assets or liabilities directly registered in Shareholders' funds, its recording is also made in Shareholders' funds captions. In all other situations, deferred taxes are always registered in the profit and loss statement.
Subsidies awarded to finance personnel training are recognised as income during the period in which the Group incurs the associated costs and are included in the profit and loss statement as a deduction to such costs.
Subsidies awarded to finance investments in tangible assets are registered as deferred income and are included in the profit and loss statement during the estimated useful life of the corresponding assets.
Expenses and income are recorded in the period to which they relate, regardless of their date of payment or receipt. Estimated amounts are used when actual amounts are not known.
The captions of 'Other non-current assets', 'Other current assets', 'Other non-current liabilities' and 'Other current liabilities' include expenses and income relating to the current period, where payment and receipt will occur in future periods, as well as payments and receipts in the current period but which relate to future periods. The later shall be included by the corresponding amounts in the results of the periods that they relate to.
Revenue from telecommunications services is recognised in the period in which it occurs. Such services are invoiced on a monthly basis. Revenues not yet invoiced, from the last invoicing cycle to the end of the month, are estimated and recorded based on actual traffic. Differences between the estimated and actual amounts, which are usually not material, are recorded in the following period.
Sales revenues are recognised in the consolidated profit and loss statement when the significant risks and rewards associated with the ownership of the assets are transferred to the buyer and the amount of the corresponding revenue can be reasonably quantified. Sales are recognised net of taxes and discounts.
The income related to pre-paid cards is recognised whenever the minutes are used. At the end of each period the minutes still to be used are estimated and the amount of income associated with those minutes is deferred.
Costs relating to customer loyalty programmes, under which points are awarded by the subsidiary Sonaecom – Serviços de Comunicações, S.A., are calculated taking into consideration the probability of the redemption of the points, and are recognised, as a deduction to income, at the time the points are granted, by a corresponding entry in the caption 'Other current liabilities'.
The revenues and costs of the consultancy projects developed in the information systems consultancy segment are recognised in each period, according to the percentage of completion method.
Non-current financial assets and liabilities are recorded at fair value and, in each period, the financial actualisation of the fair value is recorded in the profit and loss statement under the caption 'Other financial expenses' and 'Other financial income'.
Dividends are recognised when the shareholders rights to receive such amounts are appropriately established and communicated.
Assets and liabilities due in more than one year from the date of the balance sheet are classified, respectively, as non-current assets and non-current liabilities.
In addition, considering their nature, the deferred taxes and the provisions for other liabilities and charges, are classified as non current assets and liabilities (Notes 11 and 18).
Portuguese commercial legislation requires that at least 5% of the annual net profit must be appropriated to a legal reserve, until such reserve reaches at least 20% of the share capital. This reserve is not distributable, except in case of liquidation of the Company, but may be used to absorb losses, after all the other reserves are exhausted, or to increase the share capital.
The Share premiums relate to premiums generated in the issuance of capital or in capital increases. According to Portuguese law, Share premiums follow the same requirements of 'Legal reserves', i.e., they are not distributable, except in case of liquidation, but they can be used to absorb losses, after all the other reserves are exhausted or to increase share capital.
According to IFRS 2, the responsibility related with the equity settled plans is registered under the heading of Medium Term Incentive Plan Reserves, which are not distributable and which can not be used to absorb losses.
Hedging reserve reflects the changes in fair value of "cash-flow" hedges derivates that are considered effective (Note 1.o) and it is non distributable nor can it be used to absorb losses.
The own shares reserve reflects the acquisition value of the own shares and follows the same requirements of legal reserves.
Under Portuguese law, the amount of distributable reserves is determined in accordance with the individual financial statements of the Company, presented in accordance with IAS/IFRS. Therefore, at 30 June 2008, Sonaecom, SGPS, S.A., did not have any reserves which by their nature could be considered distributable.
Own shares are recorded as a deduction of shareholders funds. Gains or losses arisen from the sale of own shares are recorded under the heading "Other reserves".
All assets and liabilities expressed in foreign currency were translated into Euro using the exchange rates in force at the balance sheet date.
Favourable and unfavourable foreign exchange differences resulting from changes in the rates in force at transaction date and those in force at the date of collection, payment or at the balance sheet date are recorded as income and expenses in the consolidated profit and loss statement of the period, in financial results.
Entities operating abroad with organisational, economic and financial autonomy are treated as foreign entities.
Assets and liabilities of the financial statements of foreign entities are translated into Euro using the rates of exchange in force at the balance sheet date, while expenses and income in such financial statements are translated into Euro using the average rate of exchange for the period. The resulting exchange differences are recorded in the shareholders' funds caption 'Other reserves'.
Goodwill and adjustments to fair value generated in the acquisitions of foreign entities reporting in a functional currency other than Euro are translated into Euro using the exchange rates prevailing at the balance sheet date.
The following rates were used to translate into Euro the financial statements of foreign subsidiaries:
| 2008 | 2007 | |||
|---|---|---|---|---|
| 30.06.2008 | Average | 30.06.2007 | Average | |
| Pounds Sterling | 1.26223 | 1.29082 | - | - |
| Brazilian Real | 0.39822 | 0.38563 | 0.38426 | 0.36805 |
| American Dollar | 0.63436 | 0.65407 | - | - |
| Zloti (Poland) | 0.29839 | 0.28668 | - | - |
| Australian Dollar | 0.61084 | 0.60473 | - | - |
Impairment tests are performed at the date of each balance sheet and whenever an event or change of circumstances indicates that the recorded amount of an asset may not be recoverable. Whenever the book value of an asset is greater than the amount recoverable, an impairment loss is recognised and recorded in the profit and loss statement under the caption 'Depreciation and amortisation' in the case of fixed assets and goodwill, under the caption 'Other financial expenses' in the case of financial investments or under the caption 'Provisions and impairment losses', in relation to the other assets. The recoverable amount is the greater of the net selling price and the value of use. Net selling price is the amount obtainable upon the sale of an asset in a transaction within the capability of the parties involved, less the costs directly related to the sale. The value of use is the present value of the estimated future cash flows expected to result from the continued use of the asset and of its sale at the end of its useful life. The recoverable amount is estimated for each asset individually or, if this is not possible, for the cash-generating unit to which the asset belongs.
Evidence of the existence of impairment in accounts receivables appears when:
For certain categories of financial assets for which it is not possible to determine the impairment for each asset individually, the analysis is made for a group of assets. Evidence of an impairment loss in a portfolio of accounts receivable may include past experience in terms of collections, increasing number of delays in collections, as well as changes in national or local economic conditions that are related with the collections capacity.
For Goodwill and Financial investments, the recoverable amount is determined based on business plans duly approved by the the Group's Board of Directors and supported by reports prepared by independent entities. For accounts receivables, the Group uses historical and statistic information to estimate the amounts in impairment. For inventories, the impairment is calculated based on market evidence and several indicators of stock rotation.
The accounting treatment of Medium Term Incentive Plans is based on IFRS 2 – "Share-based Payments".
Under IFRS 2, when the settlement of plans established by the Group involves the delivery of Sonaecom's own shares, the estimated responsibility is recorded, as a credit entry, under the caption 'Reserves – Medium Term Incentive Plans', within the heading 'Shareholders' funds' and is charged as an expense under the caption 'Staff expenses' in the profit and loss statement.
The quantification of this responsibility is based on fair value and is recognised over the vesting period of each plan (from the award date of the plan until its vesting or settlement date). The total responsibility, at any point of time, is calculated based on the proportion of the vesting period that has "elapsed" up to the respective accounting date.
When the responsibilities associated with any plan are covered by a hedging contract, i.e., when those responsibilities are replaced by a fixed amount payable to a third party and when Sonaecom is no longer the party that will deliver the Sonaecom shares, at the settlement date of each plan, the above accounting treatment is subject to the following changes:
For plans settled in cash, the estimated liability is recorded in the balance sheet captions 'Other non current liabilities' and 'Other current liabilities' by a corresponding entry to the profit and losses statement caption 'Staff expenses', for the cost relating to the vesting period that has "elapsed" up to the respective accounting date. The liability is quantified based on the fair value of the shares as of each balance sheet date.
When the liability is covered by a hedging contract, recognition is made in the same way as described above, but with the liability being quantified based on the contractually fixed amount.
Equity-settled plans to be liquidated through the delivery of shares of the parent company are recorded as if they were settled in cash, which means that the estimated liability is recorded in the balance sheet captions 'Other non current liabilities' and 'Other current liabilities' by a corresponding entry to the profit and losses statement caption 'Staff expenses', for the cost relating to the deferred period elapsed. The liability is quantified based on the fair value of the shares as of each balance sheet date.
At 30 June 2008, only one of the Sonaecom share plans was covered through own shares. The other two plans were not covered. Therefore the impacts of the share plans of the Medium Term Incentive Plans are registered, in the balance sheet, in the captions 'Other non current liabilities' and 'Other current liabilities'. The cost is recognised in the profit and losses statement caption 'Staff expenses'.
In relation to plans which shall be liquidated through the delivery of shares of the parent company, the Group signed contracts with an external entity, under which the price for the acquisition of those shares was fixed. The responsibility associated to those plans is recorded based on that fixed price, proportionally to the period of time elapsed since the award date until the date of record, in captions 'Other non current liabilities' and 'Other current liabilities'. The cost is recognised in the profit and losses statement caption 'Staff expenses'.
During the semester ended at 30 June 2008, the Board of Directors of Sonaecom decided to convert the settlement of its Medium Term Incentive Plans from settlement in shares to settlement in cash, as this option is provided in such plans.
Events occurring after the date of the balance sheet which provide additional information about conditions prevailing at the time of the balance sheet (adjusting events) are reflected in the consolidated financial statements. Events occurring after the balance sheet date that provide information on post-balance sheet conditions (non adjusting events), when material, are disclosed in the notes to the consolidated financial statements.
The most significant accounting estimates reflected in the consolidated financial statements of the semesters ended at 30 June 2008 and 2007, are as follows:
Estimates used are based on the best information available during the preparation of the consolidated financial statements and are based on the best knowledge of past and present events. Although future events are not controlled by the Group neither foreseeable, some could occur and have impact on such estimates. Changes to the estimates used by the management that occur after the approval date of these consolidated financial statements, will be recognised in net income, in accordance with IAS 8, using a prospective methodology.
The main estimates and assumptions in relation to future events included in the preparation of these consolidated financial statements are disclosed in the correspondent notes.
Due to its activities, the Group is exposed to a variety of financial risks such as market risk, liquidity risk and credit risk.
These risks arise from the unpredictability of financial markets, which affect the capacity of project cash flows and profits. The Group financial risk management, subject to a long term ongoing perspective, seeks to minimize potential adverse effects that derive from that uncertainty, using, every time it is possible and advisable, derivative financial instruments to hedge the exposure to such risks (Note 1. o)).
The Group operates internationally, having subsidiaries that operate in Brazil, United Kingdom, Poland, United States of America and Australia and so it is exposed to foreign exchange rate risk.
Foreign exchange risk management seeks to minimize the volatility of investments and transactions made in foreign currency and contributes to reduce the sensitivity of Group results to changes in foreign exchange rates.
Whenever possible, the Group uses natural hedges to manage exposure, by offsetting credits granted and credits received expressed in the same currency. When such procedure is not possible, the Group adopts derivative financial hedging instruments.
The Group's exposure to the foreign exchange rate risk, results essentially from the fact that some of its subsidiaries report in a currency different from Euro, being the risk of operational activity immaterial.
Sonaecom's total debt is indexed to variable rates, exposing the total cost of debt to a high risk of volatility. The impact of this volatility in the Group results or in its shareholders´ funds is mitigated by the effect of the following factors (i) relatively low level of financial leverage; (ii) possibility to use derivative instruments that hedge the interest rate risk, as mentioned below; (iii) possible correlation between the level of market interest rates and economic growth having the later a positive effect in other lines of the Group's consolidated results (particularly operational), and in this way partially offsetting the increase of financial costs ("natural hedge"); and (iv) the existence of stand alone or consolidated liquidity which is also bearing interest at a variable rate.
The Group only uses derivatives or similar transactions to hedge interest rate risks considered significant. Three main principles are followed in all instruments selected and used to hedge interest rate risk:
As all Sonaecom's borrowings (Note 16) are at variable rates, interest rate swaps and other derivatives are used to hedge future changes in cash flow relating to interest payments. Interest rate swaps have the financial effect of converting the respective borrowings from floating rates to fixed rates. Under the interest rate swaps, the Company agrees with third parties (banks) to exchange, in pre-determined periods, the difference between the amount of interest calculated at the fixed contract rate and the floating rate at the time of re-fixing, by reference to the respective agreed notional amounts.
The counterparties of the derivative hedging instruments are limited to highly rated financial institutions, being the Group's policy, when contracting such instruments, to give preference to financial institutions that form part of its financing transactions. In order to select the counterparty for occasional operations, Sonaecom requests proposals and indicative prices form a representative number of banks in order to ensure adequate competitiveness of these operations.
In determining the fair value of hedging operations, the Group uses certain methods, such as option valuation and discounted future cash flow models, using assumptions based on market interest rates prevailing at the balance sheet date. Comparative financial institution quotes for the specific or similar instruments are used as a benchmark for the valuation.
The fair value of the derivatives contracted, that are considered as fair value hedges or the ones that are considered not sufficiently effective for cash flow hedge (in accordance with the provisions established in IAS 39), are recognised under borrowings captions and changes in the fair value of such derivatives are recognised directly in the profit and loss statement for the period. The fair value of derivatives of cash flow hedge, that are considered effective according to IAS 39, are recognised under borrowing captions and changes in the fair value are recognised in equity.
Sonaecom Board of Directors approves the terms and conditions of the financing with significant impact in the Group, based on the analysis of the debt structure, the risks and the different options in the market, particularly as to the type of interest rate (fixed /variable). Under the policy defined above, the Executive Committee is responsible for the decision on the occasional interest rate hedging contracts, through the monitoring of the conditions and alternatives existing in the market.
The existence of liquidity in the Group requires the definition of some policies for an efficient and secure management of the liquidity, allowing to maximize the profitability and to minimize the opportunity costs related with that liquidity.
The liquidity risk management has a threefold objective: (i) Liquidity, i.e., to ensure the permanent access in the most efficient way to obtain sufficient funds to settle current payments in the respective dates of maturity as well as any eventual not forecasted requests for funds, in the deadlines set for this; (ii) Safety, i.e, to minimize the probability of default in any reimbursement of application of funds; and (iii) Financial Efficiency, i.e., to ensure that the Group maximizes the value / minimizes the opportunity cost of holding excess liquidity in the short term.
The main underlying policies correspond to the variety of instruments allowed, the maximum acceptable level of risk, the maximum amount of exposure by counterparty and the maximum periods for investments.
The existing liquidity in the Group should be applied to the alternatives and by the order described below:
The applications in the market are limited to eligible counterparties, with ratings previously established by the Board and limited to certain maximum amounts by counterparty.
The definition of maximum amounts intends to assure that the application of liquidity in excess is made in a prudent way and taking into consideration the best practices in terms of bank relationships.
The maturity of applications should equalize the forecasted payments (or the applications should be easily convertible, in case of asset investments, to allow urgent and not estimated payments), considering a threshold for eventual deviations on the estimates. The threshold depends on the accuracy level of treasury estimates and would be determined by the business. The accuracy of the estimates is an important variable to quantify the amounts and the maturity of the applications in the market.
The maturity analysis for the loans obtained is presented in the Note 16.
The Group's exposure to credit risk is mainly associated with the accounts receivable related to current operational activities. The credit risk associated to financial operations is mitigated by the fact that the Group only negotiates with entities with high credit quality.
The management of this risk seeks to guarantee that the amounts owing are effectively collected within the periods negotiated without affecting the financial health of the Group. The Group uses credit rating agencies and has specific departments responsible for risk control, collections and management of processes in litigation, which all contribute to the mitigation of credit risk.
The amounts included in the financial statements related to trade debtors and other debtors, net from impairment losses, represent the maximum exposure of the Group to credit risk.
Group companies included in the consolidation through full consolidation method, their head offices, main activity, shareholders and percentage of share capital held at 30 June 2008 and 2007, are as follows:
| Percentage of share capital held | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2008 | 2007 | ||||||||
| Company (Commercial Brand) |
Head Office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* | ||
| Parent company: | |||||||||
| SONAECOM, S.G.P.S., S.A. ("Sonaecom") |
Maia | Management of shareholdings. | - | - | - | - | - | ||
| Subsidiaries: | |||||||||
| Be Artis - Concepção, Construção e Gestão de Redes de Comunicações, S.A. ("Artis") (a) (b) |
Maia | Design, construction, management and exploitation of electronic communications networks and their equipment and infrastructure,management of technologic assets and rendering of related services. |
Sonaecom | 100% | 100% | - | - | ||
| Be Towering – Exploração de Torres de Telecomunicações, S.A. ("Be Towering" ) (c) |
Maia | Implementation, installation and exploitation of towers and other sites for the instalment of telecommunications equipment. |
Sonaecom Serviços de Comunicações |
100% | 100% | - | - | ||
| Optimus | - | - | 100% | 100% | |||||
| Cape AsiaPac PTY Limited ("Cape Asia") (d) |
New South Wales |
Rendering of consultancy services in the area of information systems. |
Cape Technologies |
100% | 100% | - | - | ||
| Cape Poland Sp. Z.o.o. ("Cape Poland") (d) |
Posnan | Rendering of consultancy services in the area of information systems. |
Cape Technologies |
100% | 100% | - | - | ||
| Cape Technologies Americas, Inc ("Cape America") (d) |
Delaware | Rendering of consultancy services in the area of information systems. |
Cape Technologies |
100% | 100% | - | - | ||
| Cape Technologies Limited ("Cape Technologies") (d) |
Dublin | Rendering of consultancy services in the area of information systems. |
We Do | 100% | 100% | - | - | ||
| Cape Technologies (UK) Limited ("Cape UK") (d) |
Cardiff | Rendering of consultancy services in the area of information systems. |
Cape Technologies |
100% | 100% | - | - | ||
| Digitmarket – Sistemas de Informação, S.A. ("Digitmarket" – using the brand "Bizdirect") |
Maia | Development of management platforms and commercialisation of products, services and information, with the internet as its main support. |
Sonae.com Sistemas de Informação |
75.10% | 75.10% | 75.10% | 75.10% | ||
| Mainroad – Serviços em Tecnologias de Informação, S.A. ("Mainroad") |
Maia | Rendering of consultancy services in IT areas. |
Sonae.com Sistemas de Informação |
100% | 100% | 100% | 100% |
* Sonaecom effective participation
(a) Company formerly designated as "Optimus Artis - Concepção, Construção e Gestão de Redes de Comunicações, S.A.".
(b) Company established in October 2007.
(c) Company formerly designated as "Optimus Towering – Exploração de Torres de Telecomunicações, S.A.".
(d) Companies acquired in October 2007.
| Percentage of share capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2008 | 2007 | |||||||
| Company (Commercial Brand) |
Head Office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* | |
| Miauger – Organização e Gestão de Leilões Electrónicos, S.A. ("Miauger") |
Maia | Organisation and management of electronic auctions of products and services on-line. |
Sonaecom | 100% | 100% | 100% | 100% | |
| M3G – Edições Digitais, S.A. ("M3G") |
Lisbon | Digital publishing, electronic publishing and production of Internet contents. |
Público | 100% | 100% | 100% | 99% | |
| Optimus – Telecomunicações, S.A. ("Optimus") |
Maia | Rendering of mobile telecommunications services and the establishment, management and operation of telecommunications networks. |
Sonae Telecom Sonaecom |
(Merged) | 49.06% 50.94% |
49.06% 50.94% |
||
| Per-Mar – Sociedade de Construções, S.A. ("Per-Mar") |
Maia | Purchase, sale, renting and operation of property and commercial establishments. |
Sonaecom Serviços de Comunicações |
100% | 100% | - | - | |
| Optimus | - | - | 100% | 100% | ||||
| Praesidium Services Limited ("Praesidium Services") (a) |
Berkshire | Rendering of consultancy services in the area of information systems. |
We Do UK | 100% | 100% | - | - | |
| Praesidium Technologies Limited ("Praesidium Technologies") (a) |
Berkshire | Rendering of consultancy services in the area of information systems. |
We Do UK | 100% | 100% | - | - | |
| Público – Comunicação Social, S.A. ("Público") |
Oporto | Editing, composition and publication of periodical and non-periodical material. |
Sonaetelecom BV |
100% | 100% | 99% | 99% | |
| Saphety Level – Trusted Services, S.A. (Saphety) |
Maia | Rendering services, training, consultancy services in the area of communication, process and electronic certification of data; trade, development and representation of software. |
Sonae.com Sistemas de Informação |
100% | 100% | 100% | 100% | |
| Sonaecom BV | Amsterdam | Management of shareholdings. | Sonaecom | 100% | 100% | 100% | 100% | |
| Sonaecom - Serviços de Comunicações, S.A. |
Maia | Implementation, operation, exploitation and offer of networks and rendering services of |
Sonaecom | 53.54% | 53.54% | 58.33% | 58.33% | |
| ("Novis" and "Optimus") | electronic comunications and related resources; offer and commercialisation of products and equipments of electronic |
Sonae Telecom | 37.94% | 37.94% | - | - | ||
| communications. | Sonaecom BV | 8.52% | 8.52% | - | - | |||
| Sonae Matrix | - | - | 41.67% | 41.67% | ||||
| Sonae.com - Sistemas de Informação, S.G.P.S., S.A. ("Sonae.com Sistemas de Informação") |
Maia | Management of shareholdings in the area of corporate ventures and joint ventures. |
Sonaecom | 100% | 100% | 100% | 100% | |
| Sonae Matrix Multimédia, S.G.P.S., S.A. ("Sonae Matrix") |
Maia | Management of shareholdings in the area of multimedia trade. |
Sonaecom | (Liquidated) | 100% | 100% | ||
| * Sonaecom effective participation |
(a) Companies acquired in October 2007.
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2008 | 2007 | ||||||
| Company (Commercial Brand) |
Head Office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* |
| Sonae Telecom, S.G.P.S., S.A. ("Sonae Telecom") |
Maia | Management of shareholdings in the area of mobile telecommunications. |
Sonaecom | 100% | 100% | 100% | 100% |
| Sonaetelecom BV | Amsterdam | Management of shareholdings. | Sonaecom | 100% | 100% | 100% | 100% |
| Tecnológica Rio de Rendering of consultancy and technical Telecomunicações, LTDA. Janeiro assistance in the area of IT systems and ("Tecnológica") telecommunications. |
We Do Brasil | 99.99% | 99.90% | 99.99% | 99.22% | ||
| Telemilénio Telecomunicações - Sociedade Unipessoal, Lda. ("Tele2") (a) |
Lisbon | Rendering of mobile telecommunications services, including fixed telecommunications and internet service. |
Sonaecom | 100% | 100% | - | - |
| We Do Consulting – Sistemas de Informação, S.A. ("We Do") |
Maia | Rendering of consultancy services in the area of information systems. |
Sonae.com Sistemas de Informação |
100% | 100% | 99.32% | 99.32% |
| Wedo do Brasil Soluções Rio de Commercialisation of software and Informáticas, Ltda. Janeiro hardware; rendering of consultancy and ("We Do Brasil") technical assistance related to information technology and data processing. |
We Do | 99.91% | 99.91% | 99.91% | 99.23% | ||
| We Do Technologies (UK) Limited ("We Do UK") (b) |
Berkshire | Management of shareholdings. | We Do | 100% | 100% | - | - |
| * Sonaecom effective participation (a) Company acquired in September 2007. (b) Company formerly designated as "Praesidium Holdings Limited". |
All the above companies were included in the consolidation in accordance with the full consolidation method under the terms of IAS 27 (majority of voting rights, through the ownership of shares in the companies).
At 30 June 2008, the Group jointly controlles and consolidates through the proportional method the following companies:
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2008 | 2007 | ||||||
| Company (Commercial Brand) |
Head Office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* |
| Vipu Ace ("Sexta") (a) | Lisbon | Optimization of resources for activity of editing of contents for periodic publications in paper to digital media, video or TV. |
Público | 50% | 50% | - | - |
* Sonaecom effective participation
(a) Joint venture established in October 2007
At 30 June 2008, the main contributes from this jointly controlled entity to the consolidated accounts of the Group are as follows (debit/ (credit)):
| 2008 | |
|---|---|
| Non current assets | 13,279 |
| Current assets | 147,268 |
| Current liabilities | (179,367) |
| Net results | 286,340 |
| Total revenues | (199,753) |
| Total costs | 486,094 |
At 30 June 2008 and 2007, this caption included investments in associated companies, which head offices, main activities, shareholders, percentage of share capital held and book value were as follows:
| Percentage of share capital held | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2008 | 2007 | Book value | |||||||
| Company (Commercial brand) |
Head Office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* | 2008 | 2007 |
| Associated companies: | |||||||||
| Net Mall, S.G.P.S., S.A. ("Net Mall") |
Maia | Management of shareholdings. |
Sonae.Com Sistemas de Informação |
39.51% | 39.51% | 39.51% | 39.51% | (a) | (a) |
| Sociedade Independente de Radiodifusão Sonora, S.A. ("S.I.R.S." – using the brand name " Rádio Nova") |
Oporto | Sound broadcasting. Radio station. |
Público | 45% | 45% | 45% | 45% | (a) | (a) |
| Unipress – Centro Gráfico, Lda. ("Unipress") |
V.N. Gaia | Trade and industry of graphic design and publishing. |
Público | 40% | 40% | 40% | , 40% |
757,069 | 735,613 |
| Profimetrics – Software Solutions, S.A. (Profimetrics) |
Maia | Development of software solutions to optimize the retail sales. |
Sonae.com Sistemas de Informação |
(Sold) | 30% | 30% | - | (a) | |
| * Sonaecom effective participation (a) Investment recorded at a nil book value |
757,069 | 735,613 |
At 30 June 2008 and 2007 the movement occurred in the caption investments in associated companies refers only to the application of the equity method to Unipress.
The associated companies were included in the consolidated financial statements in accordance with the equity method, as referred in Note 1. b). It was not necessary to make any adjustments between the accounting policies of the associated companies and the Group accounting policies, since there were no significant differences.
At 30 June of 2008, the assets, liabilities, total revenues and net results of associated companies were as follows:
| Company | Assets | Liabilities | Total revenues | Net results |
|---|---|---|---|---|
| Net Mall, S.G.P.S., S.A. | 14,568 | 21,488 | 115 | (1,203) |
| Sociedade Independente de Radiodifusão Sonora, S.A. |
649,816 | 604,547 | 672,814 | 89,362 |
| Unipress - Centro Gráfico, Lda (1) | 9,828,695 | 7,947,107 | 3,581,171 | 53,639 |
(1) Values at 31.12.2007
During the semester ended at 30 June 2008, no changes occurred in the Group as a result of new acquisitions.
In the semester ended at 30 June 2007 the following changes occurred in the composition of the Group:
| 2007 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Purchaser | Subsidiary Date |
% acquired | Current % shareholding |
|||||||
| Sonae.com SI | We Do | Jan-07 | 0.70% | 98.36% | ||||||
| Sonae.com SI | We Do | Feb-07 | 0.66% | 99.02% | ||||||
| Sonae.com SI | We Do | Mar-07 | 0.06% | 99.08% | ||||||
| Sonae.com SI | We Do | Apr-07 | 0.14% | 99.22% | ||||||
| We Do Brasil | Tecnológica | Apr-07 | 99.99% | 99.99% | ||||||
| Sonae.com SI | We Do | May-07 | 0.10% | 99.32% |
During the semester ended at 30 June 2007 and as a result of the above mentioned acquisitions, additional Goodwill of Euro 207,905 was recorded (Note 9).
During the semester ended at 30 June 2008, the Cape Group's purchase price (acquired at October 2007) was adjusted since the deferred portion of the price, dependent on the fulfilling of a set of pre-established conditions, was not satisfied. Therefore, the purchase price and accordingly the Goodwill decrease in an amount of Euro 2,409,079 (Note 9).
On 1 November 2007, the merger of Optimus into Novis occur, i.e., the merger of the mobile and fixed telecommunications divisions was completed. This operation represented an internal reorganization and a natural step in the development of the integrated telecommunications strategy which intends to: (i) reinforce the Group's growth strategy both in organic and non organic terms; (ii) position the Group to be able to anticipate and react to market trends that are moving more and more towards Fixed/Mobile convergence; (iii) facilitate the further development of new products and services; and (iv) improve operating efficiencies and reduce costs.
The movement in tangible assets and in the corresponding accumulated depreciation and impairment losses in the semesters ended at 30 June 2008 and 2007 was as follows:
| Buildings and other |
Plant and | Fixtures and | Other tangible | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Land | constructions | machinery | Vehicles | fittings | Tools | assets | Work in progress | Total | ||||
| GROSS ASSETS | ||||||||||||
| Balance at 31.12.2007 | 1,391,593 | 235,216,110 | 842,983,026 | 129,546 | 143,432,036 | 1,096,920 | 2,728,382 | 36,846,800 | 1,263,824,413 | |||
| Additions | - | 915,547 | 4,021,007 | 17,404 | 5,443,169 | - | 1,573,221 | 47,668,470 | 59,638,818 | |||
| Disposals | - | (52,945) | (157,032) | (18,224) | (223,460) | - | - | - | (451,661) | |||
| Transfers and write-offs | - | 2,758,478 | 28,388,925 | - | 1,943,938 | 10,258 | 1,850 | (33,167,648) | (64,199) | |||
| Balance at 30.06.2008 | 1,391,593 | 238,837,190 | 875,235,926 | 128,726 | 150,595,683 | 1,107,178 | 4,303,453 | 51,347,622 | 1,322,947,371 | |||
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES: | ||||||||||||
| Balance at 31.12.2007 | - | 118,050,343 | 492,489,934 | 94,160 | 116,612,257 | 1,040,128 | 2,371,081 | - | 730,657,903 | |||
| Depreciation for the semester | - | 6,323,316 | 42,859,782 | 13,687 | 7,822,523 | 10,495 | 246,374 | - | 57,276,177 | |||
| Disposals | - | (11,136) | (93,698) | (2,408) | (78,468) | - | - | - | (185,710) | |||
| Transfers and write-offs | - | 60,000 | 1,278 | - | (10,077) | - | 1,576 | - | 52,777 | |||
| Balance at 30.06.2008 | - | 124,422,523 | 535,257,296 | 105,439 | 124,346,235 | 1,050,623 | 2,619,031 | - | 787,801,147 | |||
| Net value | 1,391,593 | 114,414,667 | 339,978,630 | 23,287 | 26,249,448 | 56,555 | 1,684,422 | 51,347,622 | 535,146,224 |
| Land | Buildings and other constructions |
Plant and machinery |
Vehicles | Fixtures and fittings |
Tools | Other tangible assets |
Work in progress | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GROSS ASSETS | |||||||||||||
| Balance at 31.12.2006 | 1,391,593 | 223,133,165 | 744,209,079 | 53,271 | 134,075,541 | 1,087,839 | 2,567,599 | 22,560,357 | 1,129,078,444 | ||||
| Additions | - | 2,770,544 | 1,656,104 | 17,241 | 323,488 | - | 15,780 | 47,150,574 | 51,933,731 | ||||
| Disposals | - | (615,258) | (218,767) | (36,427) | (27,656) | - | - | (9,972) | (908,080) | ||||
| Transfers and write-offs | - | 1,440,952 | 41,331,053 | 19,321 | 1,652,821 | 368 | 61,706 | (45,546,527) | (1,040,307) | ||||
| Balance at 30.06. 2007 | 1,391,593 | 226,729,403 | 786,977,469 | 53,406 | 136,024,194 | 1,088,207 | 2,645,085 | 24,154,432 | 1,179,063,788 | ||||
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES: | |||||||||||||
| Balance at 31.12.2006 | - | 108,987,153 | 418,800,773 | 48,768 | 103,280,214 | 1,021,794 | 2,168,000 | - | 634,306,702 | ||||
| Depreciation for the semester | - | 6,728,960 | 37,432,234 | 876 | 6,914,685 | 9,060 | 95,639 | - | 51,181,454 | ||||
| Reversal of impairment losses in the semester |
- | (8,863) | (120,207) | - | (79,516) | (228) | (16) | - | (208,830) | ||||
| Disposals | - | (401,724) | (57,196) | (1,672) | (12,410) | - | - | - | (473,002) | ||||
| Transfers and write-offs | - | (4,932,979) | (42,970) | - | (236,039) | (21) | (1,441) | - | (5,213,450) | ||||
| Balance at 30.06. 2007 | - | 110,372,547 | 456,012,634 | 47,972 | 109,866,934 | 1,030,605 | 2,262,182 | - | 679,592,874 | ||||
| Net value | 1,391,593 | 116,356,856 | 330,964,835 | 5,434 | 26,157,260 | 57,602 | 382,903 | 24,154,432 | 499,470,914 |
The additions during the semester included: assets associated with the UMTS operation (Universal Mobile Telecommunications Service); HSDPA (Kanguru Express); ULL assets (unbundling of the local loop); and assets related with the Triple Play project and FTTH (Fibre-to-the-Home).
The reversals of impairment losses have been recorded under the heading of 'Other operating revenues'.
The acquisition cost of Tangible assets held by the Group under finance lease contracts, amounted to Euro 25,509,674 and Euro 22,172,019 as of 30 June 2008 and 2007, respectively and their net book value as of those dates amounted to Euro 19,889,781 and Euro 19,104,598, respectively.
At 30 June 2008, the heading 'Tangible assets' does not include any asset pledged or given as a guarantee for loans obtained, except for the assets acquired under financial lease contracts.
Tangible assets in progress at 30 June 2008 and 2007 were made up as follows:
| 2008 | 2007 | |
|---|---|---|
| Development of mobile network | 36,867,165 | 13,227,827 |
| Development of fixed network | 7,816,717 | 7,686,494 |
| Information systems | 3,287,083 | 2,976,584 |
| Other projects in progress | 3,376,657 | 263,527 |
| 51,347,622 | 24,154,432 |
At 30 June 2008 and 2007, the amounts of commitments to third parties relating to investments to be made were as follows:
| 2008 | 2007 | |
|---|---|---|
| Network | 42,580,583 | 20,048,889 |
| Information systems | 7,973,577 | 6,399,925 |
| 50,554,160 | 26,448,814 |
In the semesters ended at 30 June 2008 and 2007, the movement in Intangible assets and in the corresponding accumulated amortisation and impairment losses, was as follows:
| Brands and patents and other rights |
Software | Intangible assets in progress |
Total | |
|---|---|---|---|---|
| GROSS ASSETS: | ||||
| Balance at 31.12.2007 | 184,616,429 | 212,851,390 | 5,011,298 | 402,479,117 |
| Additions | 96,036,912 | 1,349,406 | 6,993,077 | 104,379,395 |
| Disposals | - | (3,599) | - | (3,599) |
| Transfers and write-offs | 13,359 | 1,813,470 | (1,620,454) | 206,375 |
| Balance at 30.06.2008 | 280,666,700 | 216,010,667 | 10,383,921 | 507,061,288 |
| ACCUMULATED AMORTISATION AND IMPAIRMENT LOSSES: | ||||
| Balance at 31.12.2007 | 48,060,543 | 164,981,940 | - | 213,042,483 |
| Amortisation for the semester | 10,672,751 | 9,869,846 | - | 20,542,597 |
| Disposals | - | (229) | - | (229) |
| Transfers and write-offs | (1) | 19,708 | - | 19,707 |
| Balance at 30.06.2008 | 58,733,293 | 174,871,265 | - | 233,604,558 |
| Net value | 221,933,407 | 41,139,402 | 10,383,921 | 273,456,730 |
| Brands and patents and other |
Intangible assets | |||
|---|---|---|---|---|
| rights | Software | in progress | Total | |
| GROSS ASSETS: | ||||
| Balance at 31.12.2006 | 147,400,303 | 190,159,744 | 7,986,808 | 345,546,855 |
| Acquired companies (Note 4.a)) | - | 2,358,832 | - | 2,358,832 |
| Additions | 8,328,051 | 259,793 | 6,697,139 | 15,284,983 |
| Disposals | - | (15,034) | (11,420) | (26,454) |
| Transfers and write-offs | 64,101 | 5,065,380 | (9,159,621) | (4,030,140) |
| Balance at 30.06.2007 | 155,792,455 | 197,828,715 | 5,512,906 | 359,134,076 |
| ACCUMULATED AMORTISATION AND IMPAIRMENT LOSSES: | ||||
| Balance at 31.12.2006 | 31,677,199 | 147,204,682 | - | 178,881,881 |
| Amortisation for the semester | 7,066,568 | 8,811,637 | - | 15,878,205 |
| Reversal of impairment losses in the semester | (236) | (131,636) | - | (131,872) |
| Disposals | - | (2,880) | - | (2,880) |
| Transfers and write-offs | 79 | 45,200 | - | 45,279 |
| Balance at 30.06.2007 | 38,743,610 | 155,927,003 | - | 194,670,613 |
| Net value | 117,048,845 | 41,901,712 | 5,512,906 | 164,463,463 |
At 30 June 2008, the additions for the semester include the amount of Euro 95 million that represent the present value of the estimated responsibilities with the "Initiatives E" project.
Under the agreed terms resulting from the grant of the UMTS License, Sonaecom – Serviços de Comunicações (Optimus at the time) committed to contribute to the promotion and development of a 'Information Society' in Portugal. The total amount of the obligations assumed arose to Euro 274 million which will have to be realised until the end of the license period (2015).
In accordance with the Agreement established on 5 June 2007, with the Ministry of Public Works, Transport and Communications ( "MOPTC"), part of these commitments, up to Euro 159 million, would be realised through own projects eligible as contributions to the 'Information Society' which will be incurred under the normal course of Sonaecom – Serviços de Comunicações, S.A.'s business (investments in network and technology, if not directly related with the accomplishment of other obligations inherent to the attribution of the UMTS License, and activities of research, development and promotion of services, contents and applications). These own projects must be recognized by the MOPTC and by entities created specially for this purpose. At the date of approval of these financial statements, Euro 64 million were already incurred in previous years and were validated by the entities referred above. The remaining amount is currently under evaluation or not yet realised. These charges
will be recorded in the attached financial statements at the moment the projects are carried out and the estimated costs are known.
The remaining commitments, up to Euro 116 million, will be realised as agreed between Sonaecom- Serviços de Comunicações and MOPTC, through contributions to the "Initiatives E" project (modem offers, discounts on tariffs, cash contributions, among others, assigned to the widespread use of broadband internet for students and teachers). These contributions are made through an open fund, called 'Fund for the Information Society', established by the three mobile operators with businesses in Portugal. The success of this project, initiated in the end of 2007, was dependent on the beneficiaries' participation to the various initiatives (e-opportunities, e-school and e-teacher) and could have been subject to revision during a period of 12 months, i.e., until June 2008. Due to that fact, it was not possible, at 31 December 2007, to estimate in a reliable way the success of this project, and therefore, at that date it was not possible to produce a secure and reliable estimate of the responsibilities to be recognized.
Taking in consideration the success of the project during the first semester of 2008, Sonaecom considered that were in place conditions to produce a reliable estimate of the total responsibilities associated with "Initiatives E" project. Therefore, such responsibilities were recorded as an added cost of the UMTS license, against an entry in the caption 'Other non-current liabilities' and 'Other current liabilities'.
At 30 June 2008 and 2007, the Group kept recorded under the heading 'Intangible assets' the amounts of Euro 199,575,948 and Euro 116,459,535, respectively, that correspond to the investments net of depreciations made in the development of the UMTS network, including: (i) Euro 67,506,482 (amount of Euro 76,507,347 in 2007) related to the license; (ii) Euro 22,556,391 (amount of Euro 25,563,910 in 2007) related to the agreement signed in 2002 between Oni Way and the other three mobile telecommunication operators with activity in Portugal; (iii) Euro 6,927,749 (Euro 7,851,448 in 2007) related to a contribution to the Information Society Fund, established in 2007, under an agreement entered with 'MOPCT' and the three mobile telecommunication operators in Portugal; and (iv) Euro 96,817,534 related with the program "Iniciativas E", these last two associated to the commitments assumed by the Group in relation to the 'Information Society'.
The intangible assets in progress, at 30 June 2008 and 2007, were mainly composed by software development.
Intangible and tangible assets include interest and other financial expenses incurred, directly related to the construction of certain items of work in progress.
At 30 June 2008 and 2007 such expenses amounted to Euro 15,109,729 and Euro 13,583,974, respectively. The amount capitalised on the semesters ended at 30 June 2008 and 2007 were Euro 743,969 and Euro 487,464, respectively. An interest capitalization rate of 5.10% was used in 2008 (4.65% in 2007), which corresponds to the average interest rate supported by the Group.
At 30 June 2008 and 2007, the breakdown of financial instruments was as follows:
| 2008 | |||||||
|---|---|---|---|---|---|---|---|
| Investments recorded at fair value through profit and loss |
Loans and receivables |
Held-to-maturity investments |
Investments available for sale |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non current Assets Investments available for sale |
- - |
- - |
- - |
1,207,320 1,207,320 |
1,207,320 1,207,320 |
- - |
1,207,320 1,207,320 |
| Current Assets Trade debtors Other current debtors Cash and cash equivalents |
- - - - |
185,705,402 7,966,442 6,928,032 200,599,876 |
- - - - |
- - - - |
185,705,402 7,966,442 6,928,032 200,599,876 |
- 15,402,867 - 15,402,867 |
185,705,402 23,369,309 6,928,032 216,002,743 |
| Investments recorded at fair value through profit and loss |
Loans and receivables |
2007 Held-to-maturity investments |
Investments available for sale |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non current Assets Investments available for sale |
- - |
- - |
- - |
1,207,320 1,207,320 |
1,207,320 1,207,320 |
- - |
1,207,320 1,207,320 |
| Current Assets Trade debtors Other current debtors Investments recorded at fair value through profit and loss Cash and cash equivalents |
- - 405,684 - 405,684 |
138,659,457 4,482,245 - 198,463,163 341,604,865 |
- - - - - |
- - - - - |
138,659,457 4,482,245 405,684 198,463,163 342,010,549 |
- 11,284,152 - - 11,284,152 |
138,659,457 15,766,397 405,684 198,463,163 353,294,701 |
| Liabilities recorded at fair value through profit and loss |
Derivatives | 2008 Liabilities recorded at amortised cost |
Other financial liabilities |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non current liabilities Medium and long-term loans - net of short-term portion Other non current financial liabilities |
- - |
(1,168,584) - |
356,255,107 - |
- 17,517,286 |
355,086,523 17,517,286 |
- - |
355,086,523 17,517,286 |
| - | (1,168,584) | 356,255,107 | 17,517,286 | 372,603,809 | - | 372,603,809 | |
| Current Liabilities Short-term loans and other loans Trade creditors Other current financial liabilities Other creditors |
- - - - - |
- - - - - |
747,054 - - - 747,054 |
- 174,755,456 979,699 5,396,093 181,131,248 |
747,054 174,755,456 979,699 5,396,093 181,878,302 |
- - - 9,483,384 9,483,384 |
747,054 174,755,456 979,699 14,879,477 191,361,686 |
| Liabilities recorded at fair value through profit and loss |
Derivatives | 2007 Liabilities recorded at amortised cost |
Other financial liabilities |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non current liabilities Medium and long-term loans - net of short-term portion |
- | 129,700 | 366,603,184 | - | 366,732,884 | - | 366,732,884 |
| Other non current financial liabilities | - - |
- 129,700 |
- 366,603,184 |
15,848,160 15,848,160 |
15,848,160 382,581,044 |
- - |
15,848,160 382,581,044 |
| Current Liabilities Short-term loans and other loans Trade creditors Other current financial liabilities Other creditors |
- - - - - |
- - - - - |
97,357,681 - - - 97,357,681 |
- 121,678,688 2,691,070 7,864,933 132,234,691 |
97,357,681 121,678,688 2,691,070 7,864,933 229,592,372 |
- - - 12,122,877 12,122,877 |
97,357,681 121,678,688 2,691,070 19,987,810 241,715,249 |
Considering the nature of the balances, the amounts to be paid and received from 'State and other public entities' were considered outside the scope of IFRS 7. Also, the captions of 'Other current assets' and 'Other current liabilities' were not included in this note, as the nature of the balances are not within the scope of IFRS 7.
For the semesters ended at 30 June 2008 and 2007, the movements occurred in goodwill were as follows:
| 2008 | 2007 | |
|---|---|---|
| Opening balance | 528,216,604 | 506,902,772 |
| Increase of participations (Note 5. a)) | - | 207,905 |
| Others | (2,381,131) | - |
| Closing balance | 525,835,473 | 507,110,677 |
The caption "Others" includes Euro 2,409,079 associated to the correction of the Cape Group's acquisition cost (Note 5.b.) and the remaining amount relates, mainly, to the exchange rate update of the Praesidium Group Goodwill.
| 2008 | 2007 | |
|---|---|---|
| Sonaecom - Serviços de Comunicações ("Optimus") | 389,902,620 | 389,902,620 |
| Sonaecom - Serviços de Comunicações ("Novis") | 95,189,755 | 95,189,755 |
| Público | 20,000,000 | 20,000,000 |
| Cape | 17,476,354 | - |
| WeDo | 1,971,668 | 1,887,516 |
| Praesidium | 1,164,290 | - |
| SIRS | 72,820 | 72,820 |
| Permar | 47,253 | 47,253 |
| Optimus Towering | 10,713 | 10,713 |
| 525,835,473 | 507,110,677 |
The evaluation of the existence of impairment losses in Goodwill was based on business plans, which include projected cash flows for periods of 5 years. The discount rates used were based on the estimated weighted average cost of capital, which depends on the business segment of each subsidiary. In perpetuity, the Group considered a growth rate of circa 3%.
At 30 June 2008 and 2007, this caption included investments classified as available for sale and was made up as follows:
| 2008 | 2007 | |||||
|---|---|---|---|---|---|---|
| % | Gross amount | Accumulated impairment losses (Note 18) |
Net amount | Gross amount | Accumulated impairment losses (Note 18) |
Net amount |
| 5.50% | - | - | - | 2,539,229 | (2,539,229) | - |
| 11.54% | 1,000,000 | - | 1,000,000 | 1,000,000 | - | 1,000,000 |
| 1.38% | 197,344 | - | 197,344 | 197,344 | - | 197,344 |
| - | 9,976 | - | 9,976 | 9,976 | - | 9,976 |
| 1,207,320 | - | 1,207,320 | 3,746,549 | (2,539,229) | 1,207,320 | |
In August 2007, the investment in Despegar.com was sold.
At 30 June 2008, these investments correspond to participations of immaterial amount, in unlisted companies in which the Group has no significant influence, and in which the book value of such investments are a reasonable estimation of their fair value, adjusted where applicable, by the respective impairment losses.
The financial information regarding these investments is detailed below (in thousands of Euro):
| Assets | Shareholders fund's |
Gross debt | Turnover | Operational results |
Net Income | |
|---|---|---|---|---|---|---|
| Altitude, SGPS, S.A. | 21,566 | 7,824 | 4,234 | 25,724 | 1,437 | 949 |
| Lusa – Agência de Notícias de Portugal, S.A. |
19,819 | 7,376 | 6,485 | 18,376 | 1,793 | 764 |
Amounts expressed in thousands Euros at 31-12-07
During the semesters ended at 30 June 2008 and 2007, the movements in "Investments available for sale" were as follows:
| 2008 | 2007 | |
|---|---|---|
| Opening balance | 1,207,320 | 112,317,225 |
| Fair value adjustments recorded in reserves | - | (5,121,876) |
| Sales | - | (108,461,474) |
| Capital gain recorded under profit and loss statement (Note 21) | - | 2,473,445 |
| Closing balance | 1,207,320 | 1,207,320 |
Sales and corresponding capital gains recognised at the semester ended at 30 June 2007, regard to the sale of 1% of the share capital of Portugal Telecom, S.G.P.S., S.A..
Deferred tax assets at 30 June 2008 and 2007, in the amount of Euro 106,986,289 and Euro 59,971,233, respectively, arise, mainly, from tax losses carried forward and timing differences relating to non tax deductible provisions and from differences between the accounting and tax amount of some fixed assets.
The movements in deferred tax assets in the semesters ended at 30 June 2008 and 2007 were as follows:
| 2008 | 2007 | |
|---|---|---|
| Opening balance | 101,118,096 | 61,786,654 |
| Impact on results: | ||
| Tax losses carried forward | 1,307,194 | (2,706,863) |
| Adjustments to prior years taxable results | - | 143,501 |
| Deferred tax assets not recorded in previous years, as its recovery was not expected (Sonaecom - Serviços de Comunicação, Mainroad, Miauger, Cape and Digitmarket on 2008 and Optimus and Digitmarket on 2007) |
2,895,600 | 1,047,498 |
| Movements in provisions not accepted for tax purposes and tax benefits | - | 136,863 |
| Temporary differences between the tax and the accounting value of certain fixed assets |
1,671,982 | (430,448) |
| Sub-total effect on results (Note 22) | 5,874,776 | (1,809,449) |
| Others | (6,583) | (5,972) |
| Closing balance | 106,986,289 | 59,971,233 |
At 30 June 2008 and 2007, assessments of the deferred taxes to be recognised were made. Potential deferred tax assets were recorded to the extent that future taxable profits were expected to be generated against which the tax losses and deductible tax differences could be used. These assessments were made based on the business plans of the Group companies involved, which are periodically reviewed and updated.
The rate used at 30 June 2008 and 2007 to calculate the deferred tax assets relating to tax losses carried forward, was 25%. The rate used to calculate deferred tax assets resulting from temporary differences, was 26.5%.
In accordance with the tax returns and other information prepared by the companies that have registered deferred tax assets, the detail of such deferred tax assets by nature at 30 June 2008 was as follows:
| Nature | Sonaecom Serviços de Comunicações |
We Do | Praesidium | Digitmarket | Mainroad | Miauger | Cape | Total |
|---|---|---|---|---|---|---|---|---|
| Tax losses: | ||||||||
| To be used until 2008 | - | - | - | 212,580 | - | - | - | 212,580 |
| To be used until 2009 | - | - | - | 447,096 | 57,314 | 60,795 | - | 565,205 |
| To be used until 2010 | - | - | - | 257,298 | 392,368 | 156,991 | - | 806,657 |
| To be used until 2011 | - | 2,182 | - | 210,662 | 31,676 | 82,214 | - | 326,734 |
| To be used until 2012 | 2,330,399 | - | - | - | 170,616 | - | - | 2,501,015 |
| To be used until 2013 | - | - | - | - | 127,026 | - | - | 127,026 |
| Unlimited Utilization | - | - | 107,481 | - | - | - | 134,000 | 241,481 |
| 2,330,399 | 2,182 | 107,481 | 1,127,636 | 779,000 | 300,000 | 134,000 | 4,780,698 | |
| Tax provisions not accepted and other temporary differences |
8,361,312 | 301,828 | - | - | - | - | - | 8,663,140 |
| Adjustments in the conversion to IAS/ IFRS |
41,472,859 | 3,673 | - | - | - | - | - | 41,476,532 |
| Differences between the tax and accounting value of certain fixed assets and others |
52,065,919 | - | - | - | - | - | - | 52,065,919 |
| Total | 104,230,489 | 307,683 | 107,481 | 1,127,636 | 779,000 | 300,000 | 134,000 | 106,986,289 |
At 30 June 2008 and 2007, the Group has other situations where potential deferred tax assets could be recognised but since it is not expected that sufficient taxable profits will be generated in the future to cover those losses, such deferred tax assets were not recorded:
| 2008 | 2007 | |
|---|---|---|
| Tax losses | 99,849,152 | 90,776,124 |
| Temporary differences (mainly provisions not accepted for tax purposes) | 19,453,559 | 21,269,982 |
| Adjustments in the conversion to IAS/IFRS | (31,079) | 2,143,761 |
| 119,271,633 | 114,189,867 |
At 30 June 2008, tax losses for which deferred tax assets were not recognised have the following due dates:
| Due date | 2008 |
|---|---|
| 2008 | 26,456,500 |
| 2009 | 9,879,797 |
| 2010 | 5,300,303 |
| 2011 | 13,094,164 |
| 2012 | 15,414,302 |
| 2013 | 19,386,798 |
| 2014 | 3,872,549 |
| 2015 | 2,577,298 |
| 2016 | 1,856,648 |
| 2017 | 1,033,556 |
| Unlimited | 977,238 |
| 99,849,152 |
The years 2015 and following are just applicable to the subsidiaries incorporated in countries in which the reporting period of tax losses is greater than 6 years.
The deferred tax liabilities on 30 June 2008 and 2007, amount to Euro 708,186 and Euro 192,228, respectively, and resulted mainly from consolidation adjustments.
The movements occurred in deferred tax liabilities in the semesters ended at 30 June 2008 and 2007 were as follows:
| 2008 | 2007 | |
|---|---|---|
| Opening balance | (284,402) | - |
| Impact on results Consolidation adjustments |
(411,412) | (192,228) |
| Total impact on results (Note 22) | (411,412) | (192,228) |
| Others | (12,372) | - |
| Closing balance | (708,186) | (192,228) |
The reconciliation between the earnings before taxes and the taxes recorded for the semesters ended at 30 June 2008 and 2007 is as follows:
| 2008 | 2007 | |
|---|---|---|
| Earnings before taxes | (17,022,605) | (2,116,488) |
| Income tax rate (25%) | 4,255,651 | 529,122 |
| Deferred tax assets not recognised in the individual accounts and/or resulting from consolidation adjustments and other adjustments to taxable |
||
| income | (3,454,215) | (3,350,244) |
| Adjustments to tax base | - | (65,019) |
| Deferred tax assets not recognised in previous years | 2,895,600 | 1,047,498 |
| Record of deferred tax liabilities | (411,412) | (192,228) |
| Movements in the temporary differences between the tax and accounting value of certain fixed assets |
1,671,982 | (430,448) |
| Income taxation recorded in the period (Note 22) | 4,957,606 | (2,461,319) |
Portuguese Tax Authorities can review the income tax returns of the Company and of its subsidiaries for a period of four years (ten years for Social Security until 31 December 2000 and five years after that date), except when tax losses have been generated, tax benefits have been granted or when any review, claim or impugnation is in course, in which circumstances, the periods are extended or suspended. Consequently, tax returns of each year, since the year 2004 (inclusive) are still subject to such review. The Board of Directors believe that any correction that may arise as a result of such review would not produce a significant impact in the accompanying consolidated financial statements.
Supported by the Company's lawyers and Tax consultants, the Board of Directors believes that there are no liabilities not provisioned in the financial statements, associated to probable tax contingencies that should have been registered or disclosed in the accompanying financial statements, at 30 June 2008.
During the semesters ended at 30 June 2008 and 2007, the movements in this heading were as follows:
| 2008 | 2007 | |
|---|---|---|
| Opening balance | - | 849,375 |
| Sales during the semester | - | (738,634) |
| Increases/ reductions to fair value (Note 21) | - | 294,943 |
| Closing balance | - | 405,684 |
At 30 June 2007, 'Investments recorded at fair value through profit and loss' refer to 193,183 shares of Sonae, S.G.P.S., S.A., acquired to fulfil future obligations under the Medium Term Incentive Plans which were recorded based on the closing share price of Euronext at the balance sheet date.
At 30 June 2008 and 2007, the detail of cash and cash equivalents was as follows:
| 2008 | 2007 | |
|---|---|---|
| Cash | 60,157 | 127,347 |
| Bank deposits repayable on demand | 5,462,850 | 2,753,082 |
| Treasury applications | 1,405,025 | 195,582,734 |
| Cash and cash equivalents | 6,928,032 | 198,463,163 |
| Bank overdrafts (Note 16) | (747,054) | (20,221) |
| 6,180,978 | 198,442,942 |
At 30 June 2008 and 2007, the 'Treasury applications' had the following breakdown:
| 2008 | 2007 | |
|---|---|---|
| Funds placed in Sonae: | ||
| Sonaecom | - | 69,420,004 |
| Short term treasury applications: | ||
| Sonaecom | 790,000 | - |
| WeDoBrasil | 615,025 | 1,072,770 |
| Sonaecom BV | - | 88,880,000 |
| Optimus | - | 35,499,960 |
| Mainroad | - | 710,000 |
| Digitmarket | - | - |
| 1,405,025 | 195,582,734 |
During the semester ended at 30 June 2008, the above referred treasury applications bear interests at an average rate of 4.103% (3.74% in 2007).
At 30 June 2008 and 2007 the share capital of Sonaecom was comprised by 366,246,868 ordinary registered shares (bearer shares in 2007) of 1 Euro each. At those dates, the shareholder structure was as follows:
| 2008 | 2007 | |||
|---|---|---|---|---|
| Number of shares | % | Number of shares | % | |
| Sontel BV | 194,423,837 | 53.09% | 183,489,681 | 50.10% |
| Shares traded on the Portuguese Stock Exchange (´Free float´) |
70,782,961 | 19.33% | 81,411,344 | 22.23% |
| Wirefree Services Belgium, S.A. | 70,276,868 | 19.19% | 70,276,868 | 19.19% |
| 093X (EDP) | 29,150,000 | 7.96% | 29,150,000 | 7.96% |
| Own Shares | 1,588,553 | 0.43% | 1,894,326 | 0.52% |
| Sonae | 23,649 | 0.01% | 23,649 | 0.01% |
| Efanor Investimentos, S.G.P.S., S.A | 1,000 | 0.00% | 1,000 | 0.00% |
| 366,246,868 | 100.00% | 366,246,868 | 100.00% | |
All shares that comprise the share capital of Sonaecom, are authorised, subscribed and paid. All shares have the same rights and each share correspond to one vote.
During the semester ended 30 June 2008, Sonaecom delivered to its employees 925,773 own shares under its Medium Term Incentive Plans.
Additionally, during the semester Sonaecom acquired 620,000 shares (at an average price of Euro 2.22), holding at the end of the semester 1,588,553 own shares, representative of 0.43% of its share capital, with a average price of Euro 3.80.
At 30 June 2008 and 2007, the heading Loans had the following breakdown:
| Amount outstanding | ||||||
|---|---|---|---|---|---|---|
| Company | Issue denomination | Limit | Maturity | Type of reimbursement | 2008 | 2007 |
| Sonaecom SGPS | "Obrigações Sonaecom SGPS 2005" | 150,000,000 | Jun-13 | Final | 150,000,000 | 150,000,000 |
| Costs associated with financing set-up | - | - | - | (2,661,755) | (3,132,146) | |
| Interests incurred but not yet due | - | - | - | 200,067 | 215,125 | |
| Fair value of swaps | - | - | - | (542,778) | - | |
| 146,995,534 | 147,082,979 | |||||
| Sonaecom SGPS | Commercial paper | 250,000,000 | 100,000,000 until 2010 150,000,000 until Jul-12 |
- | 207,500,000 | - |
| Costs associated with financing set-up | - | - | - | (448,392) | - | |
| Interests incurred but not yet due | - | - | - | 1,665,187 | - | |
| Fair value of swaps | - | - | - | (625,806) | - | |
| 208,090,989 | - | |||||
| Optimus | European Investment Bank (a) | 324,458,200 | Jun-09 | 70% - Jun 09 | - | 227,120,740 |
| Costs associated with financing set-up | - | - | - | - | (8,275,409) | |
| Interests incurred but not yet due | - | - | - | - | 674,874 | |
| Fair value of swaps | - | - | - | - | 129,700 | |
| - | 219,649,905 | |||||
| 355,086,523 | 366,732,884 |
(a) As a guarantee of EIB loans, the banks participating in the Optimus syndicated credit facility issued a bank guarantee in favour of EIB (cancelled in 2007 with the reimbursement of the loan).
| Amount outstanding | ||||
|---|---|---|---|---|
| Company | Lender | Type | 2008 | 2007 |
| Optimus | European Investment Bank (a) | Limit: 324,458,200 Reimbursement: 30% - Jun 2008 |
- | 97,337,460 |
| Several | Several | Bank overdrafts | 747,054 | 20,221 |
| 747,054 | 97,357,681 |
In July 2007, Sonaecom contracted a Commercial Papper Program Issuance with a maximum amount of Euro 250 million with subscription grant and maturity of five years, organized by Banco Santander de Negócios Portugal and by Caixa – Banco de Investimento.
The placing underwriting consortium is composed by the following institutions: Banco Santander Totta, Caixa Geral de Depósitos, Banco BPI, Banco Bilbao Vizcaya Argentina (Portugal), Banco Comercial Português and BNP Paribas (in Portugal).
In September 2007, the subsidiary Optimus – Telecomunicações, S.A., reimbursed its financing from European Investment Bank (BEI), in an amount of Euro 324 million.
With this refinancing, the Group was able to, under the current favorable market conditions, increase the weighted average maturity, extinguish some of the contractual, financial and operational restrictions imposed by the previous Optimus contract and obtain higher efficiency in terms of the consolidated liquidity management.
These loans bear interest at marketable rates, indexed to the Euribor for the respective term, and were all contracted in Euros. Consequently, it is estimated that the fair value of those loans does not differ significantly from their market value.
The spread on the medium and long term loans is established between 22.5 and 87.5 basis points.
All the loans above are unsecured and the fulfillment of the obligations under these loans is exclusively guaranteed by the underlying activities and the companies respective cash flows.
At 30 June 2008 and 2007, the repayment schedule of medium and long term loans and of interests, for both bonds and commercial paper was as follows:
| 2008 | ||||||
|---|---|---|---|---|---|---|
| N+1 | N+2 | N+3 | N+4 | N+5 | After N+5 | |
| Bond Loan | ||||||
| Reimbursements | - | - | - | - | 150,000,000 | - |
| Interests | 9,153,050 | 9,153,050 | 9,153,050 | 9,178,058 | 8,902,967 | - |
| Commercial paper | ||||||
| Reimbursements | - | - | 57,500,000 | - | 150,000,000 | - |
| Interests | 9,781,390 | 9,781,390 | 8,669,902 | 7,149,334 | 605,545 | - |
| 18,934,440 | 18,934,440 | 75,322,952 | 16,327,392 | 309,508,512 | - | |
| N+1 | 2007 N+2 |
N+3 | N+4 | N+5 | After N+5 | |
| Bond Loan | ||||||
| Reimbursements | - | - | - | - | - | 150,000,000 |
| Interests | 7,765,718 | 7,744,500 | 7,744,500 | 7,744,500 | 7,765,718 | 7,553,540 |
| European Investment Bank | ||||||
| Reimbursements | 97,337,460 | 227,120,740 | - | - | - | - |
| Interests | 2,790,163 | - | - | - | - | - |
| 107,893,341 | 234,865,240 | 7,744,500 | 7,744,500 | 7,765,718 | 157,553,540 |
Although the maturity of commercial paper issuance is six months, the counterparties assumed the placement and the maintenance of those limits for a period of five years.
| At 30 June 2008 and 2007, the available credit lines of the Group are as follows: | |||
|---|---|---|---|
| ----------------------------------------------------------------------------------- | -- | -- | -- |
| 2008 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Maturity | ||||||||
| Company | Credit | Limit | Amount outstanding |
Amount available |
Until 12 months |
More than 12 months |
||
| Sonaecom | Commercial paper | 250,000,000 | 207,500,000 | 42,500,000 | x | |||
| Sonaecom | Commercial paper | 70,000,000 | - | 70,000,000 | x | |||
| Sonaecom | Overdraft facilities | 15,000,000 | - | 15,000,000 | x | |||
| Sonaecom | Bond loan | 150,000,000 | 150,000,000 | - | x | |||
| Público | Overdraft facilities | 1,496,394 | - | 1,496,394 | x | |||
| Público | Overdraft facilities | 1,500,000 | - | 1,500,000 | x | |||
| Público | Authorized overdrafts | 1,246,995 | - | 1,246,995 | x | |||
| WeDo Brasil | Overdraft facilities | 368,009 | - | 368,009 | x | |||
| 489,611,398 | 357,500,000 | 132,111,398 |
| 2007 | ||||||
|---|---|---|---|---|---|---|
| Maturity | ||||||
| Company | Credit | Limit | Amount outstanding |
Amount available |
Until 12 months |
More than 12 months |
| Optimus | European Investment Bank | 324,458,200 | 324,458,200 | - | x | |
| Optimus | Overdraft facilities | 4,987,979 | - | 4,987,979 | x | |
| Sonaecom | Bond loan | 150,000,000 | 150,000,000 | - | x | |
| Sonaecom | Commercial paper | 70,000,000 | - | 70,000,000 | x | |
| Sonaecom | Overdraft facilities | 20,000,000 | - | 20,000,000 | x | |
| Público | Overdraft facilities | 1,496,394 | - | 1,496,394 | x | |
| Público | Overdraft facilities | 1,500,000 | - | 1,500,000 | x | |
| Público | Authorized overdrafts | 1,246,995 | - | 1,246,995 | x | |
| WeDo Brasil | Overdraft facilities | 368,009 | - | 368,009 | x | |
| 574,057,577 | 474,458,200 | 99,599,377 |
| The following interest rate hedging instruments were outstanding at 30 June 2008 and 2007: | ||
|---|---|---|
| Company | Hedged loan | Notional amount | Maturity date | Base rate | Fixed rate contracted |
Fair value of the derivative instruments |
|---|---|---|---|---|---|---|
| Sonaecom | Commercial paper | 110,000,000 | Mar-09 | Euribor 6m | 4.365% | (625,806) |
| Sonaecom | Bond loan | 75,000,000 | Jun-09 | Euribor 6m | 4.565% | (542,778) |
| (1,168,584) |
In September 2007, Sonaecom contracted a interest rate swap, with a notional amount of Euro 110 million, for a period of 18 months re-fixed every semester, to hedge the risk associated to the interest rate of one plot of the commercial paper issued in 13 September 2007, for the same amount and the same period. This plot will be renewed for the same amount and for the same period, at least, until 13 March 2009, which means, until the maturity date of this new interest rate swap.
In December 2007, Sonaecom contracted a interest rate swap, with a notional amount of Euro 75 million, for a period of 18 months re-fixed every semester, to hedge 50% of the risk associated to the interest rate of the bond loan issued in June 2005, for the amount of Euro 150 million and for the period of eight years with re-fixations every semester. The payments of interest on the bond loan and on the swap are made simultaneously, by its net amount.
During the semester ended at 30 June 2008, the movements occurred in the fair value of the swaps related to the Commercial Paper Programme, in the amount of Euro 156,702 and the bonds loans, in the amount of Euro 598,972, were recorded in reserves, as the hedging is effective, in accordance with IAS 39.
Through the execution of these derivative financial instruments, at 30 June 2008, approximately 52% of gross debt is, in an indirect way, subject to fixed interest rates. The remaining 48% of gross debt is exposed to changes in the interest rates.
At 30 June 2008 and 2007, this caption was made up of accounts payable to fixed assets suppliers related to lease contracts which are due in more than one year in the amount of Euro 17,517,286 and Euro 15,848,160, respectively.
At 30 Jun 2008 and 2007, the payment of these amounts was due as follows:
| 2008 | 2007 | |||||
|---|---|---|---|---|---|---|
| Lease payments | Present value of lease payments |
Lease payments | Present value of lease payments |
|||
| 2007 | - | - | 793,315 | 748,773 | ||
| 2008 | 1,469,630 | 583,109 | 2,370,875 | 2,251,984 | ||
| 2009 | 2,386,900 | 1,520,457 | 1,912,118 | 1,114,368 | ||
| 2010 | 2,070,704 | 1,266,084 | 1,684,308 | 930,364 | ||
| 2011 | 1,869,068 | 1,124,586 | 1,504,620 | 794,189 | ||
| 2012 | 1,885,669 | 1,196,417 | 1,521,012 | 848,973 | ||
| 2013 | 1,677,995 | 1,043,570 | 1,543,420 | 913,827 | ||
| 2014 and follows | 14,996,915 | 11,762,761 | 14,877,933 | 10,936,752 | ||
| 26,356,881 | 18,496,985 | 26,207,601 | 18,539,230 | |||
| Interests | (7,859,897) | - | (7,668,371) | - | ||
| 18,496,984 | 18,496,985 | 18,539,230 | 18,539,230 | |||
| Short term liability (Note 19) | - | (979,699) | - | (2,691,070) | ||
| 18,496,984 | 17,517,286 | 18,539,230 | 15,848,160 |
As these lease contracts bear interest at market rates and their fair value is estimated not to differ significantly from their book value.
The medium and long term agreements made with suppliers of fibre optic network capacity, under which the Group has the right to use that network, which is considered as a specific asset, are recorded as finance leases in accordance with IAS 17 – "Leases" and IFRIC 4 – "Determining whether an arrangement contains a Lease". These contracts have a 15 to 20 year maturity.
The movements in provisions and in accumulated impairment losses in the semesters ended at 30 June 2008 and 2007 were as follows:
| 2008 | ||||||
|---|---|---|---|---|---|---|
| Heading | Opening balance |
Transfers | Increases | Utilisations | Decreases | Closing balance |
| Accumulated impairment losses on accounts receivables |
66,167,308 | (60,715) | 5,447,551 | (2,885,934) | (148,589) | 68,519,621 |
| Accumulated impairment losses on inventories |
8,663,703 | - | 1,557,008 | - | - | 10,220,710 |
| Provisions for other liabilities and charges |
30,885,378 | 318,715 | 1,306,023 | - | (40,212) | 32,469,903 |
| 105,716,389 | 258,000 | 8,310,581 | (2,885,934) | (188,801) | 111,210,235 | |
| 2007 | ||||||
| Heading | Opening balance |
Transfers | Increases | Utilisations | Decreases | Closing balance |
| Accumulated impairment losses on accounts receivables |
61,060,155 | (1,088,763) | 4,623,418 | (3,240,914) | (13,932) | 61,339,964 |
| Accumulated impairment losses on inventories |
6,122,085 | - | 1,034,000 | - | - | 7,156,085 |
| Accumulated impairment losses on investments available for sale |
2,539,229 | - | - | - | - | 2,539,229 |
| Provisions for other liabilities and charges |
20,078,571 | 1,088,763 | 3,333,475 | (137,878) | (78,616) | 24,284,315 |
| 89,800,040 | - | 8,990,893 | (3,378,792) | (92,548) | 95,319,593 |
The increase of 'Provisions for other liabilities and charges' includes the amount of Euro 377,459 associated with the dismantling of sites (Euro 2,642,400 in 2007), as foreseen in IAS 16 (Note 1.d.)) and the amount of Euro 63,318 registered in the financial statements, under the caption 'Income taxation'. Therefore, the total amount included under increases of provisions and impairment losses, registered against a corresponding entry in the profit and loss statement, corresponds to Euro 7,869,804 (Euro 6,348,493 in 2007).
The heading utilisations refers, essentially, to the use of provisions by the subsidiary Sonaecom – Serviços de Comunicações, S.A., which were registered against an entry in customers' current accounts.
At 30 June 2008 and 2007, the breakdown of the provisions for other liabilities and charges were as follows:
| 2008 | 2007 | |
|---|---|---|
| Dismantling of sites | 19,265,600 | 17,748,220 |
| Several contingencies | 6,711,664 | 3,432,016 |
| Legal processes in progress | 2,471,032 | 1,712,804 |
| Indemnities | 694,443 | 738,521 |
| Others | 3,327,164 | 652,754 |
| 32,469,903 | 24,284,315 |
The heading of 'Several contingencies' relates to contingent liabilities arising from transactions carried out in previous years and for which an outflow of funds is probable.
In relation to the provisions recorded for legal processes in progress and for others, given the uncertainty of such proceedings, the Board of Directors is unable to estimate, with reliability, the moment when such provisions will be used.
At 30 June 2008, this caption includes the amount of Euro 979,699 (Euro 2,691,070 in 2007) related to the short term portion of lease contracts (Note 17).
'External supplies and services' for the semesters ended at 30 June 2008 and 2007 are made up as follows:
| 2008 | 2007 | |
|---|---|---|
| Interconnection costs | 133,680,459 | 108,204,849 |
| Specialised works | 33,872,733 | 23,512,143 |
| Advertising and promotion | 29,412,351 | 17,216,197 |
| Commissions | 22,993,421 | 26,758,606 |
| Leased lines | 13,576,702 | 11,479,861 |
| Rents | 16,644,855 | 14,587,011 |
| Other subcontracts | 13,892,344 | 10,151,959 |
| Energy | 4,315,242 | 4,070,490 |
| Maintenance and repairs | 3,965,121 | 3,290,207 |
| Communications | 3,855,071 | 2,578,101 |
| Fees | 1,646,479 | 2,382,781 |
| Travelling costs | 2,866,472 | 1,922,935 |
| Others | 10,518,951 | 9,022,931 |
| 291,240,201 | 235,178,071 |
The commitments assumed by the Group in 30 June 2008 and 2007 related with operational leases are as follows:
| Minimum payments of operational leases | 2008 | 2007 |
|---|---|---|
| 2007 | - | 2,027,550 |
| 2008 | 5,399,513 | 3,460,871 |
| 2009 | 6,401,453 | 2,072,253 |
| 2010 | 4,831,944 | 876,034 |
| 2011 | 3,577,176 | 74,157 |
| 2012 | 1,264,047 | - |
| 2013 | 158,863 | - |
| 2014 | 904,842 | - |
| Renewable by periods of 1 year | 2,366,596 | - |
| 24,904,435 | 8,510,865 |
During the semester ended at 30 June 2008 an amount of Euro 5,547,032 was recorded in the heading 'External supplies and services' related with operational leasing rents (not considering the rents associated to leased lines).
The rents associated to the rental of facilities are mainly justified by the lease, established in 2007, of the Sonaecom building in Lisbon which has a 5 year period with the possibility of annual renewal.
The actualisation of the rents will occur at the end of the first contract cycle (after the first five years).
Net financial results for the semesters ended at 30 June 2008 and 2007 are made up as follows:
| 2008 | 2007 | |
|---|---|---|
| Financial results related to associated companies | ||
| Losses on associated companies | - | (87,573) |
| Gains on associated companies | 9,456 | - |
| 9,456 | (87,573) | |
| Other financial expenses: | ||
| Interest expenses | (9,179,454) | (17,131,437) |
| Other loans | - | (6,509,673) |
| Bank loans | (8,640,991) | (10,368,308) |
| Swap interests | - | (138,359) |
| Leasing | (471,436) | (62,726) |
| Other interests | (67,027) | (52,371) |
| Foreign exchange losses | (200,316) | (49,081) |
| Other financial expenses | (128,434) | (2,837,113) |
| Set up costs (Note 16) | (25,000) | (2,557,280) |
| Swap fair value (Note 16) | - | (22,240) |
| Others | (103,434) | (257,593) |
| (9,508,203) | (20,017,631) | |
| Gains on investments available for sale (Note 10) | - | 2,473,445 |
| - | 2,473,445 | |
| Other financial income: | ||
| Interest income | 1,461,309 | 8,908,752 |
| Foreign exchange gains | 146,763 | 192,557 |
| Adjustments to fair value on investments recorded at fair value through | ||
| profit and loss (Note 12) | - | 294,943 |
| 1,608,073 | 9,396,252 |
At 30 June 2008, the caption 'Other financial income: Interest income' includes, mainly, interests on late collections associated with cases in litigation and interests related with the swaps contracted by Sonaecom. At 30 June 2007, the 'Interest income' includes, mainly, interests earned on the treasury applications granted to Sonae and on bank deposits.
Income taxes recognised during the semesters ended at 30 June 2008 and 2007 are made up as follows (costs)/gains:
| 2008 | 2007 | |
|---|---|---|
| Current tax | (505,758) | (459,642) |
| Deferred tax assets (Note 11) | 5,874,776 | (1,809,449) |
| Deferred tax liabilities (Note 11) | (411,412) | (192,228) |
| 4,957,606 | (2,461,319) |
During the semesters ended at 30 June 2008 and 2007, the balances and transactions maintained with related parties were mainly associated with the normal operational activity of the Group (providing communications and consultancy services) and to the concession and obtainance of loans.
The most significant balances and transactions with related parties at 30 June 2008 and 2007 were as follows:
| Balances at 30 June 2008 | ||||
|---|---|---|---|---|
| Accounts receivable |
Accounts payable | Treasury applications |
Other assets/ (liabilities) |
|
| Sonae | 120,823 | 107,097 | - | (11,985) |
| Modelo Continente Hipermercados, S.A. |
2,079,753 | 1,667,991 | - | 88,399 |
| Worten | 6,416,179 | 2,860,912 | - | (845,013) |
| France Telecom | - | 5,930,838 | - | (11,072,859) |
| 8,616,756 | 10,566,838 | - | (11,841,457) |
| Balances at 30 June 2007 | ||||
|---|---|---|---|---|
| Accounts receivable |
Accounts payable | Treasury applications |
Other assets/ (liabilities) |
|
| Sonae | 34,320 | 15,987 | 69,420,004 | 137,374 |
| Modelo Continente Hipermercados, S.A. |
349,696 | 102,941 | - | (137,932) |
| Worten | 1,708,238 | 134,193 | - | (241,975) |
| France Telecom | 1,259,126 | 4,216,859 | - | 28,560 |
| Sonae Investments BV | - | - | - | (3,495,942) |
| 3,351,380 | 4,469,980 | 69,420,004 | (3,709,915) | |
Transactions at 30 June 2008
| Interest and | ||||
|---|---|---|---|---|
| Sales and services rendered |
Supplies and services received |
similar income/ (expense) |
Supplementary income |
|
| Sonae | 189,340 | 69,977 | - | 11,280 |
| Modelo Continente | ||||
| Hipermercados, S.A. | 3,454,596 | 1,061,211 | - | 356,866 |
| Worten | 2,627,160 | 1,750,597 | - | - |
| France Telecom | 5,874,469 | 5,311,721 | - | - |
| 12,145,566 | 8,193,507 | - | 368,146 | |
Transactions at 30 June 2007
| Sales and services rendered |
Supplies and services received |
Interest and similar income/ (expense) |
Supplementary income |
|
|---|---|---|---|---|
| Sonae | 178,172 | 75,014 | 1,295,545 | 61,793 |
| Modelo Continente | ||||
| Hipermercados, S.A. | 1,328,448 | 1,369,873 | - | 245,719 |
| Worten | 2,670,450 | 304,356 | - | - |
| France Telecom | 1,781,819 | 47,387 | - | - |
| 5,958,889 | 1,796,630 | 1,295,545 | 307,512 |
The transactions between Group companies were eliminated in consolidation, and therefore are not disclosed in this note.
Accounts receivable and payable to related companies will be settled in cash and are not covered by guarantees. During the semesters ended at 30 June 2008 and 2007, no impairment losses in accounts receivable from related entities were recognized.
A complete list of the Sonaecom Group's related parties is presented in appendix to this report.
Guarantees provided to third parties at 30 June 2008 and 2007 were as follows:
| Company | Beneficiary | Description | 2008 | 2007 |
|---|---|---|---|---|
| Sonaecom | BBVA – Portugal, ING Belgium Portugal and Millennium BCP |
Commercial paper | 320,000,000 | 70,000,000 |
| Sonaecom - Serviços de Comunicações, Público and Sonaecom |
Direcção de Contribuições e Impostos (Portuguese tax authorities) |
VAT Reimbursements | 6,944,107 | 2,096,589 |
| Sonaecom - Serviços de Comunicações |
Direcção de Contribuições e Impostos (Portuguese tax authorities) |
IRC - Tax assessment | 1,650,000 | 1,650,000 |
| Sonaecom - Serviços de Comunicações and Público |
Direcção de Contribuições e Impostos (Portuguese tax authorities) |
VAT - Impugnation process | 598,000 | 598,000 |
| Sonaecom - Serviços de Comunicações and Tele2 |
Direcção Geral do Tesouro (Portuguese tax authorities) |
IRC – Witholding tax on payments to non-residents |
306,954 | 164,000 |
| Sonaecom - Serviços de Comunicações |
Câmara Municipal de Coimbra, Lisboa, Braga, Elvas e Caldas da Rainha (Coimbra, Lisbon, Braga, Elvas and Caldas da Rainha Municipalities) |
Performance bond - works | 287,494 | 287,495 |
| Público | Tribunal de Trabalho de Lisboa (Lisbon Labour Court) |
Execution action n. 199A/92 | 271,511 | 271,511 |
| Público | Fazenda Pública do Porto (Oporto Public Treasury) |
Tax process n. 3190/98 | 209,493 | 209,493 |
| WeDo | API (Portuguese Investment Agency) | Application to PRIME subsidies | 184,004 | 184,004 |
| Sonaecom - Serviços de Comunicações and Digitmarket |
Hewlett Packard | Finance lease and services provider contracts |
159,859 | 159,859 |
| Sonaecom - Serviços de Comunicações |
Governo Civil de Santarém (Santarém Local Government) |
Guarantee the fulfilment of legal obligations |
119,703 | 119,703 |
| Sonaecom - Serviços de Comunicações |
Governo Civil de Lisboa (Lisbon Government Civil) |
Guarantee the fulfilment of legal obligations |
59,029 | 98,195 |
| Optimus | European Investment Bank | Loan | - | 324,458,200 |
| Several | Others | 1,052,869 | 669,623 | |
| 331,843,025 | 400,966,672 |
At 30 June 2008 and 2007, the Board of Directors of the Group believes that the decision of the court proceedings and ongoing tax assessments in progress will not have significant impacts into the consolidated financial statements.
The following business segments were identified for the semesters ended at 30 June 2008 and 2007:
During the year 2007, as a result of the merger occurred between Optimus and Novis (Note 5.b)) (business mobile telecommunications and business fixed telecommunications), the Group decided to change the presentation of its segments information and, therefore, these two business segments were added into a single one designated by "Telecommunications". As established in IAS 8, the information for the semester ended at 30 June 2007, was re-expressed taking in consideration such change.
The remaining activities of the Group and corporate services have been classified as unallocated.
Inter-segment transactions at 30 June 2008 and 2007 were eliminated in the consolidation process.
Due to the immateriality of the assets and transactions of the Group outside Portugal, segment information by geographical markets is not presented.
Inter-segment transfers or transactions were entered under the normal commercial terms and conditions that would also be available to unrelated third parties and were mainly related to interconnection, interest on treasury applications and management fees.
Overall information by business segment at 30 June 2008 and 2007 can be summarised as follows:
| Tele comu |
nicat ions |
Mult | imed ia |
Infor mati on S |
ystem s |
Othe | rs | Sub- | total | Elim | inatio ns |
Tota | l | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June -200 8 |
June -200 7 |
June -200 8 |
June -200 7 |
June -200 8 |
June -200 7 |
June -200 8 |
June -200 7 |
June -200 8 |
June -200 7 |
June -200 8 |
June -200 7 |
June -200 8 |
June -200 7 |
|
| Reve nues : |
||||||||||||||
| Sales and servi ende red ces r |
423, 507, 229 |
377, 095, 709 |
17,2 29,9 97 |
16,6 50,2 13 |
54,4 73,2 15 |
32,7 85,1 13 |
3,99 4,89 3 |
3,40 7,34 3 |
499, 205, 334 |
429, 938, 378 |
(23,6 26,8 34) |
(16,5 06,3 36) |
475, 578, 500 |
413, 432, 042 |
| Othe ratin r ope g rev enue s |
5,04 5,02 3 |
3,96 5,55 4 |
101, 489 |
110, 806 |
1,61 5,94 8 |
242, 301 |
25,3 03 |
198, 759 |
6,78 7,76 4 |
4,51 7,42 0 |
(2,45 2,63 0) |
(2,44 9,88 7) |
4,33 5,13 3 |
2,06 7,53 2 |
| Tota l rev enue s |
428, 552, 252 |
381, 061, 263 |
17,3 31,4 86 |
16,7 61,0 19 |
56,0 89,1 63 |
33,0 27,4 14 |
4,02 0,19 6 |
3,60 6,10 2 |
505, 993, 098 |
434, 455, 798 |
(26,0 79,4 64) |
(18,9 56,2 23) |
479, 913, 633 |
415, 499, 574 |
| eciat ion a nd am ortis ation Depr |
(77,2 05,6 20) |
(66,5 04,3 66) |
(365 ,421) |
(340 ,844) |
(980 ,249) |
(700 ,413) |
(68,1 79) |
(138 ,331) |
(78,6 19,46 8) |
(67,6 83,95 3) |
800, 694 |
624, 296 |
(77,8 18,77 4) |
(67,0 59,6 59) |
| Net o ting incom e/(lo ss) fo r the ent pera segm |
(11,0 29,4 62) |
8,32 1,980 |
(1,89 1,266 ) |
(2,25 8,19 3) |
2,66 8,62 1 |
1,98 0,57 3 |
(265 ,376) |
(2,18 8,270 ) |
(10,5 17,48 3) |
5,85 6,090 |
1,38 5,55 3 |
262, 929 |
(9,13 1,930 ) |
6,11 9,01 9 |
| Net i ntere sts |
(8,42 1,046 ) |
(6,30 1,569 ) |
(69,7 78) |
(87,7 40) |
(111 ,939) |
316, 361 |
884, 618 |
(2,08 7,89 5) |
(7,71 8,145 ) |
(8,16 0,84 2) |
- | (61,8 42) |
(7,71 8,145 ) |
(8,22 2,68 5) |
| Gain s and loss ciate d com panie es on asso s |
- | - | - | - | - | (60,7 51) |
- | - | - | (60,7 51) |
9,45 6 |
(26,8 22) |
9,45 6 |
(87,5 73) |
| Othe r fina ncial lts resu |
(30,6 19) |
(2,51 0,93 3) |
8,09 2 |
(6,14 5) |
(133 ,056) |
(11,0 45) |
35,4 13,60 1 |
11,2 19,17 7 |
35,2 58,0 17 |
8,69 1,054 |
(35,4 40,0 04) |
(8,61 6,30 2) |
(181 ,986) |
74,7 51 |
| Inco axati me t on |
4,58 9,68 4 |
(1,48 7,68 7) |
(17,4 18) |
(10,5 88) |
422, 830 |
(958 ,667) |
290, 351 |
(4,37 7) |
5,28 5,44 7 |
(2,46 1,319 ) |
(327 ,841) |
- | 4,95 7,60 6 |
(2,46 1,319 ) |
| Cons olida ted n et inc ome/ (loss ) for the s ter emes |
(14,8 91,4 43) |
(1,97 8,209 ) |
(1,97 0,37 0) |
(2,36 2,66 6) |
2,84 6,45 6 |
1,26 6,47 1 |
36,3 23,1 94 |
6,93 8,635 |
22,3 07,8 36 |
3,86 4,23 2 |
(34,3 72,8 36) |
(8,44 2,03 7) |
(12,0 64,9 99) |
(4,57 7,80 7) |
| Attri butab le to : |
||||||||||||||
| Shar ehold f Par ent C ers o omp any |
(14,8 91,4 43) |
(1,97 8,20 9) |
(1,97 0,37 0) |
(2,36 2,66 6) |
2,84 6,45 6 |
1,26 6,47 1 |
36,3 23,1 94 |
6,93 8,63 5 |
22,1 48,3 90 |
3,72 4,91 9 |
(34,3 75,9 82) |
(8,43 8,24 3) |
(12,0 64,9 99) |
(4,57 7,80 7) |
| Mino rity i ntere sts |
- | - | - | - | - | - | - | - | 159, 446 |
139, 312 |
3,14 7 |
(3,79 5) |
- | - |
| Asse ts: |
||||||||||||||
| Fixe d ass nd G oodw ill ets a |
810, 439, 065 |
670, 366,7 75 |
2,42 0,46 0 |
2,18 5,29 3 |
62,2 90,0 49 |
44,1 97,9 45 |
1,87 7,69 6 |
2,00 0,08 6 |
877, 027, 270 |
718, 750, 100 |
457, 411, 157 |
452, 294, 954 |
1,33 4,43 8,427 |
1,17 1,045 ,054 |
| Inve ntori es |
24,9 76,4 34 |
24,2 67,1 01 |
699, 626 |
1,68 1,384 |
1,90 8,560 |
32,4 42 |
- | - | 27,5 84,62 0 |
25,9 80,92 7 |
- | - | 27,5 84,62 0 |
25,9 80,92 7 |
| Finan cial i tmen ts nves |
1,282 ,025 |
1,28 2,02 5 |
1,09 7,69 5 |
1,09 7,69 5 |
907, 494 |
907, 495 |
1,19 8,08 6,03 6 |
1,18 6,67 1,900 |
1,20 1,373 ,250 |
1,18 9,95 9,11 4 |
(1,19 9,40 8,859 ) |
(1,18 8,01 6,17 8) |
1,96 4,38 9 |
1,94 2,93 3 |
| Othe ent a ssets r non curr |
105, 749, 668 |
58,5 87,99 7 |
- | 1,37 3,33 6 |
2,45 5,79 9 |
1,65 4,07 8 |
579, 703, 030 |
500, 298, 651 |
687, 908, 497 |
561, 914, 062 |
(580 ,922 ,209) |
(501 ,942 ,829) |
106, 986, 289 |
59,9 71,2 33 |
| Othe s of t he se rent asset t r cur gmen |
294, 585, 983 |
317, 191,5 91 |
9,13 4,65 4 |
8,37 9,54 8 |
39,6 82,7 18 |
33,7 64,0 95 |
76,0 07,6 70 |
208, 803,5 51 |
419, 411, 025 |
568, 138,7 84 |
(94,8 75,7 00) |
(134 ,051 ,129) |
324, 535, 327 |
434, 087, 658 |
| 1,237 ,033 ,175 |
1,07 1,695 ,489 |
13,3 52,4 35 |
14,7 17,25 6 |
107, 244, 620 |
80,5 56,0 55 |
1,85 5,67 4,43 2 |
1,89 7,77 4,18 8 |
3,21 3,304 ,662 |
3,06 4,74 2,98 7 |
(1,41 7,79 5,61 1) |
(1,37 1,715 ,182) |
1,79 5,50 9,05 2 |
1,69 3,027 ,805 |
|
| Liab ilitie s: Liab ilitie s of t he se t gmen |
911, 958, 031 |
704, 215, 969 |
16,1 23,3 76 |
17,5 32,1 99 |
48,5 92,1 21 |
28,4 22,7 38 |
530, 083, 832 |
437, 494, 621 |
1,50 6,757 ,359 |
1,18 5,52 7,66 7 |
(632 ,862 ,845) |
(386 ,894 ,200) |
873, 894,5 14 |
800, 771, 325 |
| 911, 958, 031 |
704, 215, 969 |
16,1 23,3 76 |
17,5 32,1 99 |
48,5 92,1 21 |
28,4 22,7 38 |
530, 083, 832 |
437, 494, 621 |
1,50 6,757 ,359 |
1,18 5,52 7,66 7 |
(632 ,862 ,845) |
(386 ,894 ,200) |
873, 894,5 14 |
800, 771, 325 |
|
| CAP EX |
163, 572, 738 |
69,8 56,8 79 |
700, 302 |
424, 455 |
(2,00 6,92 2) |
2,88 8,49 1 |
3,49 2,65 5 |
41,4 44 |
165, 758, 772 |
73,2 11,26 9 |
(4,16 1,003 ) |
(3,35 4,39 0) |
161, 597, 770 |
69,8 56,8 79 |
Despite the merger occurred in 2007, for some headings of the balance sheet and of the profit and loss statement, the Board of Directors of the Group decided to maintain a separate analysis of the business as follows:
| Mobile Network | Fixed Network and Internet | Eliminations | Telecommunications | |||||
|---|---|---|---|---|---|---|---|---|
| June 08 | June 07 | June 08 | June 07 | June 08 | June 07 | June 08 | June 07 | |
| Income: | ||||||||
| Services rendered | 303,085,799 | 293,476,296 | 147,586,498 | 110,734,363 | (27,165,068) | (27,114,950) | 423,507,229 | 377,095,709 |
| Other operating revenues | 22,651,728 | 17,006,821 | 404,293 | 1,840,264 | (18,010,998) | (14,881,531) | 5,045,023 | 3,965,554 |
| Total revenues | 325,737,527 | 310,483,117 | 147,990,791 | 112,574,627 | (45,176,066) | (41,996,481) | 428,552,252 | 381,061,263 |
| Depreciation and amortisation | (61,202,368) | (56,821,053) | (16,003,252) | (9,683,313) | - | - | (77,205,620) | (66,504,366) |
| Operational results of the segments | 930,598 | 16,875,317 | (11,992,247) | (8,913,725) | 32,186 | 360,388 | (11,029,462) | 8,321,980 |
| Assets | ||||||||
| Tangible assets and Goodwill | 637,865,121 | 548,826,171 | 172,573,944 | 121,455,286 | - | 85,318 | 810,439,065 | 670,366,775 |
| Inventories | 21,176,123 | 22,689,749 | 3,800,311 | 1,577,352 | - | - | 24,976,434 | 24,267,101 |
| Financial investments | 1,282,025 | 1,282,025 | - | - | - | - | 1,282,025 | 1,282,025 |
| CAPEX | 146,351,497 | 40,638,156 | 17,221,241 | 26,431,451 | - | 2,787,273 | 163,572,738 | 69,856,879 |
| 2008 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Telecommunications | Multimedia | Information Systems | Others | |||||||
| Telecommunications | - | - | 18,388,634 | 3,517,719 | ||||||
| Multimedia | 1,001,276 | - | 112,045 | 109,694 | ||||||
| Information Systems | 340,468 | 17,046 | - | 68,912 | ||||||
| Sonaecom others | 33,354 | - | 37,687 | - | ||||||
| Others | 422,132,131 | 17,212,951 | 35,934,849 | 298,568 | ||||||
| 423,507,229 | 17,229,997 | 54,473,215 | 3,994,893 |
| 2007 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Telecommunications | Multimedia | Information Systems | Others | ||||||||
| Telecommunications | - | - | 12,496,642 | 2,986,930 | |||||||
| Multimedia | 286,832 | - | 277,706 | 82,745 | |||||||
| Information Systems | 196,141 | 15 | - | 53,567 | |||||||
| Sonaecom others | 29,983 | 46,533 | 37,997 | 11,246 | |||||||
| Others | 376,582,753 | 16,603,666 | 19,972,768 | 272,856 | |||||||
| 377,095,709 | 16,650,213 | 32,785,113 | 3,407,343 |
Earnings per share, basic and diluted, are calculated by dividing the consolidated net income attributable to the Group (Euro 12,227,592 negative in 2008 and Euro 4,713,324 negative in 2007) by the average number of shares outstanding during the semesters ended at 30 June 2008 and 2007, net of own shares (Euro 364,866,391 in 2008 and Euro 364,983,984 in 2007).
In June 2000, Sonaecom Group created a discretionary Medium Term Incentive Plans for more senior employees, based on Sonaecom options and shares and Sonae S.G.P.S., S.A. shares. The vesting occurs three years after the award of each plan, assuming that the employees are still employed in the Group.
The Sonaecom plans outstanding at 30 June 2008 can be summarised as follows:
| Vesting period | 30-Jun-2008 | |||||
|---|---|---|---|---|---|---|
| Share price at award date * Award date |
Vesting date | Aggregate number of participations |
Number of options/ shares |
|||
| Sonaecom shares | ||||||
| 2005 Plan | 4.093 | 10-Mar-06 | 09-Mar-09 | 366 | 858,784 | |
| 2006 Plan | 4.697 | 09-Mar-07 | 08-Mar-10 | 399 | 1,019,261 | |
| 2007 Plan | 2.24 | 10-Mar-08 | 09-Mar-11 | 413 | 1,905,966 | |
| Sonae SGPS shares | ||||||
| 2005 Plan | 1.34 | 10-Mar-06 | 09-Mar-09 | 12 | 147,924 | |
| 2006 Plan | 1.68 | 09-Mar-07 | 08-Mar-10 | 6 | 153,968 | |
| 2007 Plan | 1.16 | 10-Mar-08 | 09-Mar-11 | 7 | 261,924 |
* Average share price in the month prior to the award date for Sonaecom shares and the lower of the average share price for the month prior to the Annual General Meeting and the share price on the day after the Annual General Meeting, for Sonae SGPS shares. However, for the 2006 Plans the share price was: Sonaecom shares - the average share price between 3rd March and 5th April 2007; Sonae SGPS shares - the average share price between 13th February and 26th March 2007. This exception was due to the timing of the end of the Portugal Telecom bid and was approved by the Board Nomination and Remuneration Committee.
During the semester ended at 30 June 2008, the movements occurred in the plans can be summarised as follows:
| Sonaecom shares | Sonae SGPS shares | |||
|---|---|---|---|---|
| Aggregate number of participations |
Number of shares |
Aggregate number of participations |
Number of shares |
|
| Outstanding at 31.12.2007 | ||||
| Exercisable | - | - | - | - |
| Unvested | 1,142 | 2,902,082 | 30 | 496,440 |
| Total | 1,142 | 2,902,082 | 30 | 496,440 |
| Movements in the semester | ||||
| Awarded | 416 | 1,916,077 | 7 | 254,715 |
| Vested | (349) | (976,395) | (12) | (274,202) |
| Cancelled/Elapsed * | (31) | (57,753) | - | 86,863 |
| Outstanding at 30.06.2008 | ||||
| Exercisable | - | - | - | - |
| Unvested | 1,178 | 3,784,011 | 25 | 563,816 |
| Total | 1,178 | 3,784,011 | 25 | 563,816 |
* Corrections are made according to the dividend paid or by changes in the capital.
For Sonaecom's share plans, the total responsibility, calculated taking in consideration the share price at balance sheet date, is Euro 2,632,843 and was recorded under the headings of 'Other current liabilities' and 'Other non current liabilities'. For the Sonae SGPS share plans the Group entered into hedging contracts with external entities, and the liabilities are calculated based on the prices agreed on those contracts and recorded under the headings of 'Other current liabilities' and 'Other non current liabilities', by an amount of Euro 374,259.
Share Plan costs are recognised in the accounts over the period between the award and the vesting date of those shares. The costs recognised in previous years and in the semester ended at 30 June 2008, were as follows:
| Amount | |
|---|---|
| Costs recognised in previous years | 21,950,820 |
| Costs recognised in the semester | (7,212) |
| Costs of plans from subsidiary Exit (no longer consolidated) | (8,882) |
| Costs of plans vested in previous year | (14,990,425) |
| Costs of plans vested in the semester | (3,937,199) |
| Total cost of the plans | 3,007,102 |
| Recorded in Other current liabilities | (1,555,668) |
| Recorded in Other non current liabilities | (1,451,434) |
During the semester ended at 30 June 2008, the Board of Directors of Sonaecom decided to convert the settlement of its Medium Term Incentive Plans from settlement in shares to settlement in cash, as this option is provided in such plans.
i) At 30 June 2008, accounts receivable from customers and accounts payable to suppliers include Euro 37,139,253 and Euro 29,913,608, respectively, as well the captions 'Other current assets' and 'Other current liabilities' include Euro 411,649 and Euro 6,856,200, respectively, resulting from a dispute between the subsidiary Optimus and, essentially, the operator TMN – Telecomunicações Móveis Nacionais, S.A., in relation to interconnection tariffs, recorded on the year ended 31 December 2001. The Company has considered the most penalising tariffs in their consolidated financial statements. In the lower court, the decision was favourable to Optimus. The 'Tribunal da Relação' (Court of Appeal), on appeal, rejected the intentions of TMN, however an appeal to the 'Supremo Tribunal de Justiça' (Supreme Court) by TMN is still possible.
(ii) In the Arbitration Court proceeding imposed to resolve the conflict between Maxistar and the other shareholders of Sonaecom – Serviços de Comunicações, S.A. (at the time Optimus) - for breach of a clause of the Shareholders' Agreement, Maxistar was condemned to pay an indemnity of Euro 2,344,350 plus legal interest calculated until the date of payment or, alternatively, to subject itself to a purchase option over its participation in Sonaecom – Serviços de Comunicações at 70% of its actual value. Maxistar has appealed against the decision of the Arbitration Court but that appeal has already been rejected in the lower courts. In consequence of this rejection, Maxistar appealed to the 'Tribunal da Relação de Lisboa' (Lisbon Court of Appeal).
As a way to execute the amounts due to be paid by Maxistar, and after having informed Maxistar of their preference for the payment in cash, some shareholders have proposed an execution action. Before the decision of the Arbitration Court, Maxistar paid those shareholders, as a way of avoiding the execution, a total amount of Euro 4,068,048 (capital plus interest), of which Euro 2,183,899 were paid to Sonaecom.
The 'Tribunal da Relação de Lisboa' rejected the Maxistar's appeal, confirming the previous decision.
Maxistar appealed to the 'Supremo Tribunal de Justiça' (Supreme Court), which dismissed the appeal, confirming the sentence, that is now pending its final effect.
These consolidated financial statements were approved by the Board of Directors on 24 July 2008.
These financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IAS/IFRS) and the format and disclosures required by those Standards, some of which may not conform to or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
At 30 June 2008, the related parties of Sonaecom Group are as follows:
| Key management personnel | ||||||
|---|---|---|---|---|---|---|
| Álvaro Carmona e Costa Portela | Jean François Pontal | |||||
| Álvaro Cuervo Garcia | Luís Filipe Campos Dias Castro Reis | |||||
| Ângelo Gabriel Ribeirinho dos Santos Paupério | Luís Filipe Palmeira Lampreia | |||||
| António Bernardo Aranha da Gama Lobo Xavier | Maria Cláudia Teixeira de Azevedo | |||||
| António de Sampaio e Mello | Michel Marie Bom | |||||
| Belmiro de Azevedo | Miguel Nuno Santos Almeida | |||||
| David Hobley | Nuno Manuel Moniz Trigoso Jordão | |||||
| Duarte Paulo Teixeira de Azevedo | Nuno Miguel Teixeira Azevedo | |||||
| Franck Emmanuel Dangeard | Paulo Jorge Henriques Pereira | |||||
| George Christopher Lawrie | Pedro Miguel Freitas Ramalho Carlos | |||||
| Gervais Pellissier |
| Sonae/Efanor Group Companies | ||||||
|---|---|---|---|---|---|---|
| 3DO Holding GmbH | Bloco W-Sociedade Imobiliária,S.A. | |||||
| 3DO Shopping Centre GmbH | Boavista Shopping Centre BV | |||||
| 3shoppings - Holding,SGPS, S.A. | Box Lines Navegação,S.A. | |||||
| Aegean Park,S.A. | Campo Limpo, Lda | |||||
| Agepan Eiweiler Management GmbH | Canasta-Empreendimentos Imobiliários,S.A. | |||||
| Agepan Flooring Products, S.A.RL | Carnes do Continente-Ind.Distr.Carnes,S.A. | |||||
| Agepan Tarket Laminate Park GmbH Co. KG | CarPlus – Comércio de Automóveis, S.A. | |||||
| Agloma Investimentos, Sgps, S.A. | Casa Agrícola de Ambrães, S.A. | |||||
| Agloma-Soc.Ind.Madeiras e Aglom.,S.A. | Casa Agrícola João e A. Pombo, S.A. | |||||
| Águas Furtadas - Imobiliária, S.A. | Casa da Ribeira - Hotelaria e Turismo,S.A. | |||||
| Airone - Shopping Center, Srl | Cascaishopping- Centro Comercial, S.A. | |||||
| ALEXA Administration GmbH | Cascaishopping Holding I, SGPS, S.A. | |||||
| ALEXA Holding GmbH | Centro Colombo- Centro Comercial, S.A. | |||||
| ALEXA Shopping Centre GmbH | Centro Residencial da Maia,Urban.,S.A. | |||||
| Alexa Site GmbH & Co. KG | Centro Vasco da Gama-Centro Comercial,S.A. | |||||
| Algarveshopping- Centro Comercial, S.A. | Change, SGPS, S.A. | |||||
| Andar - Sociedade Imobiliária, S.A. | Chão Verde-Soc.Gestora Imobiliária,S.A. | |||||
| Aqualuz - Turismo e Lazer, Lda | Choice Car - Comércio de Automóveis, S.A. | |||||
| Aquapraia - Investimentos Turísticos,S.A. | Choice Car SGPS, S.A. | |||||
| Arrábidashopping- Centro Comercial, S.A. | Cia.de Industrias e Negócios,S.A. | |||||
| Aserraderos de Cuellar,S.A. | Cinclus Imobiliária,S.A. | |||||
| Atlantic Ferries-Tráf.Loc,Flu.e Marít,S.A. | Citorres-Sociedade Imobiliária,S.A. | |||||
| Avenida M-40 B.V. | Clérigoshopping- Gestão do C.Comerc.,S.A. | |||||
| Avenida M-40,S.A. | Coimbrashopping- Centro Comercial, S.A. | |||||
| Azulino Imobiliária, S.A. | Colombo Towers Holding, BV | |||||
| Bertimóvel - Sociedade Imobiliária, S.A. | Contacto Concessões, SGPS, S.A. | |||||
| Best Offer-Prest. Inf. p/Internet,S.A. | Contacto-SGPS,S.A. | |||||
| Bikini, Portal de Mulheres,S.A. | Contibomba-Comérc.Distr.Combustiveis,S.A. | |||||
| Bloco Q-Sociedade Imobiliária,S.A. | Contimobe-Imobil.Castelo Paiva,S.A. |
Continente Hipermercados, S.A. Glunz Service GmbH Contry Club da Maia-Imobiliaria,S.A. Glunz UK Holdings Ltd Cronosaúde - Gestão Hospitalar, S.A. Glunz Uka Gmbh Cumulativa - Sociedade Imobiliária, S.A. Golf Time-Golfe e Invest. Turísticos, S.A. Darbo S.A.S Guerin – Rent a Car (Dois), Lda. Developpement & Partenariat Assurances, S.A. Guimarãeshopping- Centro Comercial, S.A. Difusão-Sociedade Imobiliária,S.A. Hornitex Polska Sp z.o.o Distrifin-Comercio y Prest.Servicios,S.A. Iberian Assets, S.A. DMJB, SGPS, S.A. IGI-Investimento Imobiliário,S.A. Dortmund Tower GmbH Igimo-Sociedade Imobiliária,S.A. Dos Mares - Shopping Centre B.V. Iginha-Sociedade Imobiliária,S.A. Dos Mares-Shopping Centre, S.A. IM Impregnation Management GmbH Ecociclo - Energia e Ambiente, S.A. Imoareia - Invest. Turísticos, SGPS, S.A. Ecociclo II - Energias, S.A. Imobiliária da Cacela, S.A. Edições Book.it, S.A. Imoclub-Serviços Imobilários,S.A. Efanor Investimentos, SGPS, S.A. Imoconti- Soc.Imobiliária,S.A. Efanor Serviços de Apoio à Gestão, S.A. Imodivor - Sociedade Imobiliária, S.A. Efanor-Design e Serviços,S.A. Imoestrutura-Soc.Imobiliária,S.A. Efanor-Indústria de Fios,S.A. Imoferro-Soc.Imobiliária,S.A. El Rosal Shopping, S.A. Imohotel-Emp.Turist.Imobiliários,S.A. Empreend.Imob.Quinta da Azenha,S.A. Imomuro-Sociedade Imobiliária,S.A. Equador & Mendes,Lda Imopenínsula - Sociedade Imobiliária, S.A. Espimaia -Sociedade Imobiliária,S.A. Imoplamac Gestão de Imóveis,S.A. Estação Oriente-Gest.de Galerias Com.,S.A. Imoponte-Soc.Imobiliaria,S.A. Estação Viana- Centro Comercial, S.A. Imoresort - Sociedade Imobiliária, S.A. Estêvão Neves-Hipermercados Madeira,S.A. Imoresultado-Soc.Imobiliaria,S.A. Etablissement A. Mathe, S.A. Imosedas-Imobiliária e Seviços,S.A. Euro Decorative Boards,Ltd Imosistema-Sociedade Imobiliária,S.A. Euromegantic,Lteé Imosonae II Euroresinas-Indústrias Quimicas,S.A. Impaper Europe GmbH & Co. KG Finlog - Aluguer e Comércio de Automóveis, S.A. Implantação - Imobiliária, S.A. Fozimo-Sociedade Imobiliária,S.A. Infofield-Informática,S.A. Fozmassimo - Sociedade Imobiliária, S.A. Inparsa - Gestão Galeria Comercial, S.A. Freccia Rossa- Shopping Centre S.r.l. Inparvi SGPS, S.A. Friengineering International Ltda Insulatroia - Sociedade Imobiliária, S.A. Fundo de Invest. Imobiliário Imosede Integrum-Serviços Partilhados,S.A. Fundo Invest.Imob.Shopp. Parque D.Pedro Interclean, S.A. Gaiashopping I- Centro Comercial, S.A. Interlog-SGPS,S.A. Gaiashopping II- Centro Comercial, S.A. Inventory-Acessórios de Casa,S.A. GHP Gmbh Investalentejo, SGPS, S.A. Gli Orsi - Shopping Centre, Srl Invsaude - Gestão Hospitalar, S.A. Global S-Hipermercado,Lda Ipaper-Industria Papeis Impregnados,S.A. Glunz AG ISF - Imobiliário, Serviços e Participaç
| Isoroy SAS | NAB, Sociedade Imobiliária,S.A. |
|---|---|
| KLC Holdings XII SA | NA-Comércio de Artigos de Desporto, S.A. |
| La Farga - Shopping Center, SL | NA-Equipamentos para o Lar, S.A. |
| Larissa Develop. Of Shopping Centers, S.A. | Net Mall SGPS, S.A. |
| Norscut - Concessionária de Scut Interior Norte, | |
| Lazam Corretora, Ltda. | S.A. |
| Le Terrazze - Shopping Centre S.r.l. | Norte Shop. Retail and Leisure Centre BV |
| Lembo Services Ltd (Euro) | Norteshopping-Centro Comercial, S.A. |
| Libra Serviços, Lda. | Nova Equador Internacional,Ag.Viag.T,Ld |
| Lidergraf - Artes Gráficas, Lda. | Nova Equador P.C.O. e Eventos |
| Lima Retail Park, S.A. | Novobord (PTY) Ltd. |
| Loureshopping- Centro Comercial, S.A. | Oeste Retail Park - Gestão G.Comerc., S.A. |
| Operscut - Operação e Manutenção de Auto | |
| Luso Assistência - Gestão de Acidentes, S.A. | estradas, S.A. |
| Luz del Tajo - Centro Comercial S.A. | OSB Deustchland Gmbh |
| Luz del Tajo B.V. | Paracentro - Gest.de Galerias Com., S.A. |
| Madeirashopping- Centro Comercial, S.A. | Pareuro, BV |
| Maiashopping- Centro Comercial, S.A. | Pargeste SGPS, S.A. |
| Maiequipa-Gestão Florestal,S.A. | Park Avenue Develop. of Shop. Centers S.A. |
| Marcas MC, ZRT | Parque Atlântico Shopping - C.C., S.A. |
| Marimo -Exploração Hoteleira Imobiliária | Parque D. Pedro 1 B.V. |
| Marina de Tróia S.A. | Parque D. Pedro 2 B.V. |
| Marinamagic-Expl.Cent.Lúdicos Marít,Lda | Parque de Famalicão - Empr. Imob., S.A. |
| Marmagno-Expl.Hoteleira Imob.,S.A. | Parque Principado SL |
| Martimope - Sociedade Imobiliária, S.A. | Partnergiro - Empreend. Turísticos, Lda |
| Marvero-Expl.Hoteleira Imob.,S.A. | Pátio Boavista Shopping Ltda. |
| MC Property Management S.A. | Pátio Campinas Shopping Ltda |
| MDS Corretor de Seguros, S.A. | Pátio Goiânia Shopping Ltda |
| Mediterranean Cosmos Shop. Centre Investments, S.A. | Pátio Londrina Empreend. e Particip. Ltda |
| Pátio Penha Shopping Ltda. | |
| Megantic BV | Pátio São Bernardo Shopping Ltda |
| MJLF-Empreendimentos Imobiliários, S.A. | Pátio Sertório Shopping Ltda |
| Modalfa-Comércio e Serviços,S.A. | Pátio Londrina Empreend.e Particip.Ltda |
| Modelo - Dist.de Mat. de Construção,S.A. | Peixes do Continente-Ind.Dist.Peixes,S.A. |
| Modelo Cont. Seguros-Soc. De Mediação, Lda | PHARMACONTINENTE - Saúde e Higiene, S.A. |
| Modelo Continente - Oper.Retalho SGPS,S.A. | PJP - Equipamento de Refrigeração, Lda |
| Modelo Continente Hipermercados,S.A. | Plaza Eboli B.V. |
| Modelo Continente, SGPS,S.A. | Plaza Eboli - Centro Comercial S.A. |
| Modelo Hiper Imobiliária,S.A. | Plaza Mayor Holding, SGPS, S.A. |
| Modelo Hipermergados Trading, S.A. | Plaza Mayor Parque de Ócio B.V. |
| Modelo.com-Vendas p/Correspond.,S.A. | Plaza Mayor Parque de Ocio,S.A. |
| Monselice Centre Srl | Plaza Mayor Shopping B.V. |
| Movelpartes-Comp.para Ind.Mobiliária,S.A. | Plaza Mayor Shopping, S.A. |
| Mundo Vip - Operadores Turisticos, S.A. | Ploiesti Shopping Center (Euro) |
Poliface Brasil, Ltda Project Sierra Italy 5 Srl Poliface North America Project Sierra One Srl Porturbe-Edificios e Urbanizações,S.A. Project Sierra Spain 1 B.V. Praedium II-Imobiliária,S.A. Project Sierra Spain 2 B.V. Praedium III-Serviços Imobiliários,S.A. Project Sierra Spain 2-Centro Comer. S.A. Praedium SGPS, S.A. Project Sierra Spain 3 B.V. Predicomercial-Promoção Imobiliária,S.A. Project Sierra Spain 3-Centro Comer. S.A. Prédios Privados Imobiliária,S.A. Project Sierra Spain 5 BV Predisedas-Predial das Sedas,S.A. Project Sierra Spain 6 B.V. Pridelease Investments, Ltd Project Sierra Spain 6-Centro Comer. SA Profimetrics - Software Solutions, S.A. Project Sierra Spain 7 B.V. Proj. Sierra Germany 1 - Shop.C. GmbH Project Sierra Spain 7-Centro Comer. SA Proj. Sierra Germany 4 (four)-Sh.C.GmbH Project Sierra Srl Proj. Sierra Italy 2 - Dev.of Sh.C. Srl Project Sierra Srl Proj.Sierra 1 - Shopping Centre GmbH Project Sierra Three Srl Proj.Sierra Germany 2 (two)-Sh.C.GmbH Project Sierra Two Srl Proj.Sierra Germany 3 (three)-Sh.C.GmbH Promessa Sociedade Imobiliária, S.A. Proj.Sierra Hold. Portugal V, SGPS,S.A. Promosedas-Prom.Imobiliária,S.A. Proj.Sierra Italy 1 -Shop.Centre Srl Prosa-Produtos e serviços agrícolas,S.A. Proj.Sierra Italy 2 -Dev. Of Sh.C.Srl Publimeios-Soc.Gestora Part. Finan.,S.A. Proj.Sierra Italy 3 - Shop. Centre Srl Racionaliz. y Manufact.Florestales,S.A. Proj.Sierra Portugal I- C.Comerc., S.A. Resoflex-Mob.e Equipamentos Gestão,S.A. Proj.Sierra Portugal II-C.Comerc.,S.A. Resolução, SGPS, S.A. Proj.Sierra Portugal III-C.Comerc.,S.A. Rio Sul - Centro Comercial, S.A. Proj.Sierra Portugal IV-C.Comerc.,S.A. River Plaza Mall, Srl Proj.Sierra Portugal V-C.Comercial,S.A. Rochester Real Estate,Limited Proj.Sierra Portugal VI-C.Comercial,S.A. S. C. Setler Mina Srl Proj.Sierra Portugal VII - C. Comerc.,S.A. S.C. Microcom Doi Srl Proj.Sierra Portugal VIII - C.Comerc.,S.A. Saúde Atlântica - Gestão Hospitalar, S.A. Project 4, Srl SC Aegean B.V. Project SC 1 BV SC Insurance Risks Services, SGPS, S.A. Project SC 2 BV SC Mediterraneum Cosmos B.V. Project Sierra 1 B.V. SC-Consultadoria,S.A. Project Sierra 2 B.V. SC-Eng. e promoção imobiliária,SGPS,S.A. Project Sierra 3 BV SCS Beheer,BV Project Sierra 4 BV Selfrio,SGPS,S.A. Project Sierra 5 BV Selfrio-Engenharia do Frio,S.A. Project Sierra 6 BV Selifa-Empreendimentos Imobiliários,S.A. Project Sierra 7 BV Sempre à Mão - Sociedade Imobiliária,S.A. Project Sierra Brazil 1 B.V. Sempre a Postos - Produtos Alimentares e Utilidades , Lda Project Sierra Charagionis 1 S.A. Serra Shopping - Centro Comercial, S.A. Project Sierra Germany Shop. Center 1 BV Sesagest-Proj.Gestão Imobiliária,S.A.
80
Project Sierra Germany Shop. Center 2 BV Sete e Meio - Invest. Consultadoria, S.A.
Sete e Meio Herdades-Inv. Agr. e Tur.,S.A. Sierra Portugal Fund, Sarl Shopping Centre Colombo Holding, BV Sierra Property Management, Srl Shopping Centre Parque Principado B.V. SII - Soberana Invest. Imobiliários, S.A. Shopping Penha B.V. SIRS - Sociedade Independente de Radiodifusão Sonora, S.A. Siaf-Soc.Iniciat.Aprov.Florestais,S.A. Sistavac-Sist.Aquecimento,V.Ar C.,S.A. Sic Indoor - Gestão de Suportes Publicitários, S.A. SKK-Central de Distr.,S.A. Sierra Asset Management Luxemburg, Sarl SKKFOR - Ser. For. e Desen. de Recursos Sierra Asset Management-Gest. Activos,S.A. SMP-Serv. de Manutenção Planeamento Sierra Brazil 1 B.V. Soc.Inic.Aproveit.Florest.-Energias,S.A. Sierra Charagionis Develop.Sh. Centre S.A. Sociedade de Construções do Chile, S.A. Sierra Charagionis Propert.Management S.A. Sociedade Imobiliária Troia - B3, S.A. Sierra Corporate Services- Ap.Gestão, S.A. Société de Tranchage Isoroy S.A.S. Sierra Corporate Services Holland, BV Société des Essences Fines Isoroy Sierra Develop.Iberia 1, Prom.Imob.,S.A. Sociéte Industrielle et Financére Isoroy Sierra Development Greece, S.A. Socijofra-Sociedade Imobiliária,S.A. Sierra Developments Germany GmbH Sociloures-Soc.Imobiliária,S.A. Sierra Developments Germany Holding B.V. Soconstrução BV Sierra Developments Holding B.V. Sodesa, S.A. Sierra Developments Italy S.r.l. Soflorin,BV Sierra Developments Services Srl Soira-Soc.Imobiliária de Ramalde,S.A. Sierra Developments Spain-Prom.C.Com.SL Sol Retail Park - Gestão G.Comerc., S.A. Sierra Developments, SGPS, S.A. Solaris Supermercados, S.A. Sierra Developments-Serv. Prom.Imob., S.A. Solinca III-Desporto e S.A.úde,S.A. Sierra Enplanta Ltda Solinca-Investimentos Turísticos,S.A. Sierra European R.R.E. Assets Hold. B.V. Solinfitness - Club Malaga, S.L. Sierra GP Limited Soltroia-Imob.de Urb.Turismo de Tróia,S.A. Sierra Investimentos Brasil Ltda Somit Imobiliária,S.A. Sierra Investments (Holland) 1 B.V. Somit-Soc.Mad.Ind.Transformadas,S.A. Sierra Investments (Holland) 2 B.V. Sonae Capital Brasil, Lda Sierra Investments Holding B.V. Sonae Capital,SGPS,S.A. Sierra Investments SGPS, S.A. Sonae Center Serviçoss, SA Sierra Italy Holding B.V. Sonae Financial Participations BV Sierra Man.New Tech.Bus.-Serv.Comu.CC,S.A. Sonae Ind., Prod. e Com.Deriv.Madeira,S.A. Sierra Management Germany GmbH Sonae Indústria Brasil, Ltda Sierra Management Hellas SA Sonae Industria de Revestimentos,S.A. Sierra Management II-Gestão de C.C. S.A. Sonae Indústria-SGPS,S.A. Sierra Management Italy S.r.l. Sonae International, Ltd Sierra Management Portugal-Gest. CC,S.A. Sonae Investments,BV Sierra Management Spain-Gestión C.Com.S.A. Sonae Novobord (PTY) Ltd Sierra Management, SGPS, S.A. Sonae RE, S.A.
Sonae Retalho Espana-Servicios Gen.,S.A. Tarkett Agepan Laminate Flooring SCS Sonae Serviços de Gestão, S.A. Tavapan,S.A. Sonae SGPS, S.A. Tecmasa Reciclados de Andalucia, SL Sonae Sierra Brasil Ltda Teconologias del Medio Ambiente,S.A. Sonae Sierra Brazil B.V. Textil do Marco,S.A. Sonae Sierra, SGPS, S.A. Tlantic Portugal-Sist. de Informação, SA Sonae Tafibra (UK),Ltd Tlantic Sistemas de Informação Ltdª Sonae Tafibra Benelux, BV Todos os Dias-Com.Ret.Expl.C.Comer.,S.A. Sonae Turismo Gestão e Serviços,S.A. Tool Gmbh Sonae Turismo-SGPS,S.A. Torre Colombo Ocidente-Imobiliária,S.A. Sonae UK,Ltd. Torre Colombo Oriente-Imobiliária,S.A. Sonaegest-Soc.Gest.Fundos Investimentos Torre São Gabriel-Imobiliária,S.A. Sonaecenter Serviços, SA Troia Market, SA Sondis Imobiliária,S.A. TP - Sociedade Térmica, S.A. Sontaria-Empreend.Imobiliários,S.A. Troiaresort-Investimentos Turísticos, S.A. Sontel Bv Troiaverde-Expl.Hoteleira Imob.,S.A. Sontur BV Tulipamar-Expl.Hoteleira Imob.,S.A. Sonvecap BV Unipress - Centro Gráfico, Lda Sopair, S.A. Unishopping Administradora Ltda. Sótaqua - Soc. de Empreendimentos Turist Unishopping Consultoria Imob. Ltda. Spanboard Products,Ltd Urbisedas-Imobiliária das Sedas,S.A. Spinarq,S.A. Valecenter Srl Spinveste - Promoção Imobiliária, S.A. Valor N, S.A. Spinveste-Gestão Imobiliária SGII,S.A. Vastgoed One - Sociedade Imobiliária, S.A. Sport Zone-Comércio Art.Desporto,S.A. Vastgoed Sun - Sociedade Imobiliária, S.A. SRP Development, SA Venda Aluga-Sociedade Imobiliária,S.A. SRP-Parque Comercial de Setúbal, S.A. Via Catarina- Centro Comercial, S.A. Star-Viagens e Turismo,S.A. World Trade Center Porto, S.A. Tableros Tradema,S.L. Worten España, S.A. Tafiber,Tableros de Fibras Ibéricas,SL Worten-Equipamento para o Lar,S.A. Tafibras Participações, S.A. Zubiarte Inversiones Inmob,S.A. Tafisa Brasil, S.A. Tafisa Canadá Societé en Commandite Tafisa France, S.A. Tafisa UK,Ltd Tafisa-Tableros de Fibras, S.A. Taiber,Tableros Aglomerados Ibéricos,SL
| FT Group Companies | |||||
|---|---|---|---|---|---|
| France Telecom, S.A. | Wirefree Services Belgium, S.A. |
(Amounts expressed in Euro)
| ASSETS | Notes | June 2008 | June 2007 | December 2007 |
|---|---|---|---|---|
| NON CURRENT ASSETS: | ||||
| Tangible assets | 1.a), 1.e) and 2 | 181,319 | 153,484 | 181,562 |
| Intangible assets | 1.b) and 3 | 59,563 | 81,095 | 71,121 |
| Investments in group companies | 1.c) and 5 | 898,096,556 | 824,190,572 | 920,727,475 |
| Other non current assets | 1.c), 1.l), 1.m), 4 and 6 | 561,911,005 | 488,106,626 | 492,695,948 |
| Total non current assets | 1,460,248,443 | 1,312,531,777 | 1,413,676,106 | |
| CURRENT ASSETS: | ||||
| Other current debtors | 1.d), 1.f) and 4 | 7,628,863 | 7,139,096 | 9,022,179 |
| Other current assets | 1.l) and 1.m) | 5,369,839 | 1,446,089 | 3,766,451 |
| Investments recorded at fair value through profit or loss | 1.d), 4 and 8 | - | 405,684 | - |
| Cash and cash equivalents | 1.g), 4 and 9 | 58,659,323 | 75,349,624 | 145,779,175 |
| Total current assets | 71,658,025 | 84,340,493 | 158,567,805 | |
| Total assets | 1,531,906,468 | 1,396,872,270 | 1,572,243,911 | |
| SHAREHOLDERS' FUNDS AND LIABILITIES | ||||
| SHAREHOLDERS' FUNDS: | ||||
| Share capital | 10 | 366,246,868 | 366,246,868 | 366,246,868 |
| Own shares | 1.o) and 11 | (6,036,026) | (8,938,165) | (8,938,165) |
| Reserves | 1.n) | 777,052,395 | 793,660,832 | 794,137,940 |
| Consolidated net income/(loss) for the period | 21,366,009 | 4,824,800 | (15,334,817) | |
| 1,158,629,246 | 1,155,794,335 | 1,136,111,826 | ||
| LIABILITIES: | ||||
| NON CURRENT LIABILITIES: | ||||
| Medium and long-term loans - net of short-term portion | 1.h), 4 and 12.a) | 355,086,523 | 147,082,979 | 373,680,136 |
| Provisions for other liabilities and charges | 1.j) and 13 | 26,206 | 23,706 | 23,706 |
| Other non current liabilities | 1.l), 1.m) and 1.r) | 266,125 | 161,553 | 129,379 |
| Total non current liabilities | 355,378,854 | 147,268,238 | 373,833,221 | |
| CURRENT LIABILITIES: | ||||
| Short-term loans and other loans | 1.h), 4, and 12.b) | 14,465,000 | 88,319,012 | 17,860,473 |
| Other creditors | 4 | 1,370,573 | 1,432,669 | 41,292,121 |
| Other current liabilities | 1.l), 1.m) and 1.r) | 2,062,795 | 4,058,016 | 3,146,270 |
| Total current liabilities | 17,898,368 | 93,809,697 | 62,298,864 | |
| Total Shareholders' Funds and liabilities | 1,531,906,468 | 1,396,872,270 | 1,572,243,911 |
The notes are an integral part of the financial statements at 30 June 2008 and 2007.
Patrícia Maria Cruz Ribeiro da Silva Duarte Paulo Teixeira de Azevedo
George Christopher Lawrie
Luís Filipe Campos Dias de Castro Reis
Maria Cláudia Teixeira de Azevedo
Miguel Nuno Santos Almeida
António Sampaio e Mello
David Charles Denholm Hobley
Frank Emmanuel Dangeard
Gervais Gille Pellissier
Jean-François René Pontal
Nuno Miguel Moniz Trigoso Santos Jordão
PROFIT AND LOSS ACCOUNT BY NATURE
FOR THE QUARTERS AND THE SEMESTERS ENDED AT 30 JUNE 2008 AND 2007 AND
FOR THE YEAR ENDED AT 31 DECEMBER 2007
(Amounts expressed in Euro)
| Notes | June 2008 | April to June 2008 (Not audited) |
June 2007 | April to June 2007 (Not audited) |
December 2007 | |
|---|---|---|---|---|---|---|
| Services rendered | 3,570,351 | 1,918,744 | 3,032,468 | 1,518,777 | 6,776,984 | |
| Other operating revenues | 20,138 | 1,300 | 184,737 | 115,910 | 24,183,266 | |
| 3,590,489 | 1,920,044 | 3,217,205 | 1,634,687 | 30,960,250 | ||
| External supplies and services | 14 | (1,562,232) | (875,751) | (2,856,864) | (1,016,616) | (4,658,695) |
| Staff expenses | (2,363,018) | (995,623) | (2,524,080) | (1,325,636) | (5,170,239) | |
| Depreciation and amortisation | 1.a), 1.b), 1.q), 2 and 3 | (46,878) | (23,313) | (34,964) | (17,958) | (72,718) |
| Provisions and impairment losses | 1.j), 1.q) and 13 | (2,653) | (153) | - | - | - |
| Other operating costs | (30,787) | (16,646) | (35,044) | (20,097) | (76,530) | |
| (4,005,568) | (1,911,486) | (5,450,952) | (2,380,307) | (9,978,182) | ||
| Gains and losses on group companies | 15 | 16,841,093 | 16,841,093 | 4,592,872 | - | (43,481,386) |
| Other financial expenses | 1.c), 1.h), 1.q) and 15 | (9,318,913) | (4,806,798) | (5,408,442) | (2,799,471) | (13,283,729) |
| Other financial income | 15 | 14,265,251 | (13,804,359) | 7,878,444 | 4,068,301 | 20,460,321 |
| Current income/(loss) | 21,372,352 | (1,761,506) | 4,829,127 | 523,210 | (15,322,726) | |
| Income taxation | 1.k) and 7 | (6,343) | 22,755 | (4,327) | (2,210) | (12,091) |
| Net income/(loss) | 21,366,009 | (1,738,751) | 4,824,800 | 521,000 | (15,334,817) | |
| Earnings per share Including discontinued operations |
18 | |||||
| Basic | 0.06 | (0.00) | 0.01 | 0.00 | (0.04) | |
| Diluted | 0.06 | (0.00) | 0.01 | 0.00 | (0.04) | |
| Excluding discontinued operations | ||||||
| Basic | 0.06 | (0.00) | 0.01 | 0.00 | (0.04) | |
| Diluted | 0.06 | (0.00) | 0.01 | 0.00 | (0.04) |
The notes are an integral part of the financial statements at 30 June 2008 and 2007.
Patrícia Maria Cruz Ribeiro da Silva Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho Paupério
George Christopher Lawrie
Luís Filipe Campos Dias de Castro Reis
Maria Cláudia Teixeira de Azevedo
Miguel Nuno Santos Almeida
António Sampaio e Mello
David Charles Denholm Hobley
Frank Emmanuel Dangeard
Gervais Gille Pellissier
Jean-François René Pontal
Nuno Miguel Moniz Trigoso Santos Jordão
(Amounts expressed in Euro)
| 200 8 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Res erve s |
|||||||||||
| Own | Res s for erve |
Own | |||||||||
| Sha re |
shar es |
Sha re |
Leg al |
Med ium Term |
sha res |
Hed ging |
Othe r |
Tota l |
Net | ||
| capi tal |
(Not e 11 ) |
ium prem |
rese rves |
Ince ntive Pla ns |
rese rves |
rese rves |
rese rves |
rese rves |
inco me/( loss ) |
Tota l |
|
| Bala at 3 1 De ber 200 7 nce cem |
366 ,246 ,868 |
(8,9 38,1 65) |
775 ,290 ,377 |
1,00 2,28 7 |
304 ,296 |
8,93 8,16 5 |
412 ,910 |
8,18 9,90 5 |
794 ,137 ,940 |
(15, 334 ,817 ) |
1,13 6,11 1,82 6 |
| App iatio n of the lt of net 200 7 ropr resu |
- | - | - | - | - | - | - | (15, ) 334 ,817 |
(15, ) 334 ,817 |
15,3 34,8 17 |
- |
| Net inco me/ (loss ) for the este ded at 30 Jun e 20 08 sem r en |
- | - | - | - | - | - | - | - | - | 21,3 66,0 09 |
21,3 66,0 09 |
| Deliv f ow n sh und er M ediu m T Ince ntive Pla ery o ares erm ns |
- | 4,27 5,83 8 |
- | - | - | (4,2 75,8 38) |
- | 2,07 3,73 2 |
(2,2 02,1 06) |
- | 2,07 3,73 2 |
| Acq uisit ion o f ow n sh ares |
- | (1,3 73,6 99) |
- | - | - | 1,37 3,69 9 |
- | (1,3 73,6 99) |
- | - | (1,3 73,6 99) |
| Hed ging res erve s |
- | - | - | - | - | - | 755 ,674 |
- | 755 ,674 |
- | 755 ,674 |
| Med ium Term Ince ntive Pla ition ns re cogn |
- | - | - | - | (304 ) ,296 |
- | - | - | (304 ) ,296 |
- | (304 ) ,296 |
| Bala at 30 Jun e 20 08 nce |
366 ,246 ,868 |
- (6,0 36,0 26) |
775 ,290 ,377 |
1,00 2,28 7 |
- | 6,03 6,02 6 |
1,16 8,58 4 |
(6,4 44,8 79) |
777 ,052 ,395 |
21,3 66,0 09 |
1,15 8,62 9,24 6 |
| 200 7 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Res erve s |
|||||||||||
| Own | Res s for erve |
Own | |||||||||
| Sha re |
shar es |
Sha re |
Leg al |
Med ium Term |
sha res |
Hed ging |
Othe r |
Tota l |
Net | ||
| capi tal |
(Not e 11 ) |
ium prem |
rese rves |
Ince ntive Pla ns |
rese rves |
rese rves |
rese rves |
rese rves |
inco me/( loss ) |
Tota l |
|
| Bala 1 De ber at 3 200 6 nce cem |
366 ,246 ,868 |
- | 775 ,290 ,377 |
559 ,078 |
108 ,132 |
- | - | 8,44 9,65 4 |
784 ,407 ,241 |
9,12 1,62 6 |
1,15 9,77 5,73 5 |
| App iatio n of the lt of 200 6 net ropr resu |
- | - | - | 443 ,209 |
- | - | - | 8,67 8,41 7 |
9,12 1,62 6 |
(9,1 21,6 26) |
- |
| Net inco me/( loss ) for the ded at 30 Jun e 20 07 este sem r en |
- | - | - | - | - | - | - | - | - | 4,82 4,80 0 |
4,82 4,80 0 |
| Acq uisit ion o f ow n sh ares |
- | (8,9 38,1 65) |
- | - | - | 8,93 8,16 5 |
- | (8,9 38,1 65) |
- | - | (8,9 38,1 65) |
| Med ium Term Ince ntive Pla ition ns re cogn |
- | - | - | - | 131 ,965 |
- | - | - | 131 ,965 |
- | 131 ,965 |
| Bala at 30 Jun e 20 07 nce |
366 ,246 ,868 |
(8,9 38,1 65) |
,290 ,377 775 |
1,00 2,28 7 |
240 ,097 |
8,93 8,16 5 |
- | 8,18 9,90 5 |
793 ,660 ,832 |
4,82 4,80 0 |
1,15 5,79 4,33 5 |
The notes are an integral part of the financial statements at 30 June 2008 and 2007.
CASH FLOW STATEMENTS
(Amounts expressed in Euro)
| 30 June 2008 | 30 June 2007 | ||||
|---|---|---|---|---|---|
| Operating activities Payments to employees |
Cash flows from operating activities | (3,295,786) (3,295,786) |
(2,758,996) (2,758,996) |
||
| Payments/receipts relating to income taxes, net Other payments/receipts relating to operating activities, net |
Cash flows from operating activities (1) | (383,651) 4,970,923 1,291,487 |
1,291,487 | (248,743) (9,399,261) (12,407,000) |
(12,407,000) |
| Investing activities Receipts from: Investments Tangible assets Interest and similar income |
16,672,929 - 12,435,241 |
106,253,492 41 5,308,392 |
|||
| Dividends Payments for: Investments Tangible assets Intangible assets Loans granted |
Cash flows from investing activities (2) | 21,414,813 (44,325,000) (10,438) (140) (62,877,000) |
50,522,983 (107,212,578) (56,689,594) |
4,592,872 - (22,093) (315) (107,622,327) |
116,154,797 (107,644,735) 8,510,062 |
| Financing activities Receipts from: Loans granted Payments for: Interest and similar expenses Own shares Loans obtained |
Cash flows from financing activities (3) | - (9,452,570) (1,373,699) (20,792,001) |
- (31,618,270) (31,618,270) |
1,569,012 (4,357,812) (8,938,165) - |
1,569,012 (13,295,977) (11,726,965) |
| Net cash flows ( 4 )=( 1 )+( 2 )+( 3 ) Effect of the foreign exchanges Cash and cash equivalents at the beginning of the year Cash and cash equivalents at end of the semester |
(87,016,378) - (145,675,701) 58,659,323 |
(15,623,903) - (90,973,527) 75,349,624 |
The notes are an integral part of the consolidated financial statements at 30 June 2008 and 2007
Patrícia Maria Cruz Ribeiro da Silva Duarte Paulo Teixeira de Azevedo
Chief Accountant The Board of Directors
Ângelo Gabriel Ribeirinho Paupério
George Christopher Lawrie
Luís Filipe Campos Dias de Castro Reis
Maria Cláudia Teixeira de Azevedo
Miguel Nuno Santos Almeida
António Sampaio e Mello
David Charles Denholm Hobley
Frank Emmanuel Dangeard
Gervais Gille Pellissier
Jean-François René Pontal
Nuno Miguel Moniz Trigoso Santos Jordão
| (Amounts expressed in Euro) | ||
|---|---|---|
| 1 - Acquisition or sale of subsidiaries or other businesses | 30 June 2008 | 30 June 2007 |
| a) Amount of other assets and liabilities acquired | ||
| Supplementary capital to Sonaetelecom BV | 40,000,000 | - |
| Supplementary capital to Be Artis - Concepção, Construção e Gestão de Redes de Comunicações, S.A. | 4,325,000 44,325,000 |
- - |
| b) Amount received from acquisitions of previous years (price adjustment) Telemilénio Telecomunicações - Sociedade Unipessoal, Lda. |
1,496,920 | - |
| c) Amount of other assets and liabilities sold Supplementary capital from Sonae Telecom S.G.P.S., S.A. |
15,176,009 | - |
| Portugal Telecom, S.G.P.S., S.A. Shares | - 16,672,929 |
106,253,492 16,672,929 |
| 2 - Details of cash and cash equivalents | ||
| Cash in hand | 9,227 | 10,047 |
| Cash at bank Treasury applications |
94,096 58,556,000 |
49,573 75,290,004 |
| Overdrafts Cash and cash equivalents |
- 58,659,323 |
- 75,349,624 |
| Overdrafts Cash assets |
- 58,659,323 |
- 75,349,624 |
| 3 - Description of non monetary financing activities | ||
| a) Bank credit granted and not used b) Purchase of company through the issue of shares c) Conversion of loans into shares |
127,500,000 Not applicable Not applicable |
90,000,000 Not applicable Not applicable |
| The notes are an integral part of the consolidated financial statements at 30 June 2008 and 2007 | ||
| Chief Accountant | The Board of Directors | |
| Patrícia Maria Cruz Ribeiro da Silva | Duarte Paulo Teixeira de Azevedo | |
| Ângelo Gabriel Ribeirinho Paupério | ||
| George Christopher Lawrie | ||
| Luís Filipe Campos Dias de Castro Reis | ||
| Maria Cláudia Teixeira de Azevedo | ||
| Miguel Nuno Santos Almeida | ||
| António Sampaio e Mello | ||
| David Charles Denholm Hobley | ||
| Frank Emmanuel Dangeard | ||
| Gervais Gille Pellissier | ||
| Jean-François René Pontal | ||
| Nuno Miguel Moniz Trigoso Santos Jordão |
(Amounts expressed in Euro)
SONAECOM, S.G.P.S., S.A., (hereinafter referred to as "the Company" or "Sonaecom") was established on 6 June 1988, under the name Sonae – Tecnologias de Informação, S.A. and has its head office at Lugar de Espido, Via Norte, Maia – Portugal.
Pargeste, S.G.P.S., S.A.'s subsidiaries in the communications and information technology area were transferred to the Company through a demerger-merger process, executed by public deed dated 30 September 1997.
On 3 November 1999 the Company's share capital was increased, its articles of association were modified and its name was changed to Sonae.com, S.G.P.S., S.A.. Since then the Company's corporate object has been the management of investments in other companies. Also on 3 November 1999, the Company's share capital was re-denominated to Euro, being represented by one hundred and fifty million shares with a nominal value of 1 Euro each.
On 1 June 2000, the Company carried out a Combined Share Offer, involving the following:
In addition to the Combined Share Offer, the Company's share capital was increased under the terms explained below. The new shares were fully subscribed for and paid up by Sonae, S.G.P.S., S.A. (a shareholder of Sonaecom, hereinafter referred to as "Sonae"). The capital increase was subscribed for and paid up on the date the price of the Combined Share Offer was determined, and paid up in cash, 31,000,000 new ordinary shares of 1 Euro each being issued. The subscription price for the new shares was the same as that fixed for the sale of shares in the aforementioned Combined Share Offer, which was Euro 10.
In addition, Sonae sold 4,721,739 Sonaecom shares under an option granted to the banks leading the Institutional Offer for Sale and 1,507,865 shares to Sonae Group managers and to the former owners of the companies acquired by Sonaecom.
By decision of the Shareholders' General Meeting held on 17 June 2002, Sonaecom's share capital was increased from Euro 181,000,000 to Euro 226,250,000 by public subscription reserved for the existing shareholders, 45,250,000 new shares of 1 Euro each having been fully subscribed for and paid up at the price of Euro 2.25 per share.
On 30 April 2003, the company's name was changed by public deed to SONAECOM, S.G.P.S., S.A..
By decision of the Shareholders' General Meeting held on 12 September 2005, Sonaecom's share capital was increased in Euro 70,276,868, from Euro 226,250,000 to Euro 296,526,868, by the issuance of 70,276,868 new shares of 1 Euro each and with a share premium of Euro 242,455,195, fully subscribed by France Telecom. The corresponding public deed was executed on 15 November 2005.
By decision of the Shareholders General Meeting held on 18 September 2006, Sonaecom's share capital was increased in Euro 69,720,000, from Euro 296,526,868 to Euro 366,246,868, by the issuance of 69,720,000 new shares of 1 Euro each and with a share premium of Euro 275,657,217, subscribed by 093X – Telecomunicações Celulares, S.A. (EDP) and Parpública – Participações Públicas, SGPS, S.A.(Parpública). The corresponding public deed was executed on 18 October 2006.
By decision of the Shareholders General Meeting held on 16 April 2008, bearer shares were converted into registered shares.
The financial statements are presented in Euro, rounded at unit.
The accompanying financial statements have been prepared on a going concern basis, based on the Company's accounting records in accordance with International Financial Reporting Standards ("IAS/IFRS") as adopted by the European Union ("EU"). These financial statements have been based on IAS 34 - "Interim Financial Reporting".
The adoption of the International Financial Reporting Standards ("IFRS") as adopted by the European Union occurred for the first time in 2007 and as defined by IFRS1 – "First time adoption of International Financial Reporting Standards", 1 January 2006 was the date of transition from generally accepted accounting principles in Portugal to those standards.
For Sonaecom, there are no differences between IFRS as adopted by European Union and IFRS published by the International Accounting Standards Board.
The following standards and interpretations were issued, but their application was not mandatory or the endorsement by the European Union has not occurred yet:
Review and Amendment of IAS 1 – "Presentation of Financial Statements" – (mandatory at 1 January 2009);
Amendment to IAS 16 – "Property, Plant and Equipment" – (mandatory at 1 January 2009);
Amendment to IAS 19 – "Employee Benefits" – (mandatory at 1 January 2009);
Amendment to IAS 20 – "Government Grants" – (mandatory at 1 January 2009);
Amendment to IAS 27 – "Consolidated and Separate Financial Statements" – (mandatory at 1 January and 1 July 2009);
Amendment to IAS 28 – "Investments in Associates" – (mandatory at 1 January 2009);
Amendment to IAS 29 – "Financial Reporting in Hyperinflationary Economies" – (mandatory at 1 January 2009);
Amendment to IAS 31 – "Interests in Joint Ventures" – (mandatory at 1 January and 1 July 2009);
Amendment to IAS 32 – "Financial Instruments: Disclosure and Presentation" – (mandatory at 1 January 2009);
Amendment to IAS 36 – "Impairment of Assets" – (mandatory at 1 January 2009);
Amendment to IAS 38 – "Intangible Assets" – (mandatory at 1 January 2009);
Amendment to IAS 39 – "Financial Instruments" – (mandatory at 1 January 2009);
Amendment to IAS 40 – "Investment Property" – (mandatory at 1 January 2009);
Amendment to IAS 41 – "Agriculture" – (mandatory at 1 January 2009);
Amendment to IFRS 1 – "First-time Adoption of International Financial Reporting Standards'" – (mandatory at 1 January 2009);
Amendment to IFRS 2 – "Share – based Payment" – (mandatory at 1 January 2009);
Review of IFRS 3 – "Business Combinations" – (mandatory at 1 July 2009);
Amendment to IFRS 5 – "Non-current Assets Held for Sale and Discontinued Operations" – (mandatory at 1 January 2009);
IFRS 8 – "Operating Segments" – (mandatory at 1 January 2009);
IFRIC 12 – "Service Concession Arrangements" – (mandatory at 1 January 2008, but not yet endorsed in the EU);
IFRIC 13 – "Customer Loyalty Programmes" – (mandatory at 1 July 2008);
IFRIC 14 – "IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction" – mandatory at 1 January 2008, but not yet endorsed in the EU);
IFRIC 15 – "Agreements for the Construction of Real Estate" - (mandatory at 1 January 2009);
IFRIC 16 – "Hedges of a Net Investment in a Foreign Operation" – (mandatory at 1 October 2008).
The adoption of these standards and interpretations will not produce a material impact on the financial statements of the Company, in future.
The main accounting policies used in the preparation of the accompanying financial statements are as follows:
Tangible assets are recorded at their acquisition cost less accumulated depreciation and less estimated accumulated impairment losses.
Depreciations are calculated on a straight-line monthly basis as from the date the assets are available for use in the necessary conditions to operate as intended by the management, by a corresponding charge to the profit and loss statement caption 'Depreciation and amortisation'.
Impairment losses detected in the realization value of tangible assets are recorded in the year in which they arise, by a corresponding charge to the caption 'Depreciation and amortisation' of the profit and loss statement.
The annual depreciation rates used correspond to the estimated useful life of the assets, which are as follows:
| Years of useful life |
|
|---|---|
| Buildings | 10 - 20 |
| Plant and machinery | 1 - 8 |
| Tools | 2 |
| Fixtures and fittings | 1 - 10 |
| Other tangible assets | 1 |
Current maintenance and repair costs of fixed assets are recorded as costs in the year in which they occur. Improvements of significant amount, which increase the estimated useful life of the assets, are capitalised and depreciated in accordance with the remaining estimated useful life of the corresponding assets.
Intangible assets are recorded at their acquisition cost less accumulated amortisation and less estimated accumulated impairment losses. Intangible assets are only recognised, if it is likely that they will bring future economic benefits to the Company, if the Company controls them and if their cost can be reliably measured.
Intangible assets correspond, essentially, to software and industrial property.
Amortisations are calculated on a straight-line monthly basis, over the estimated useful life of the assets (three years) as from the month in which the corresponding expenses are incurred.
Amortisation for the period is recorded in the profit and loss statement under the caption 'Depreciation and amortisation'.
Investments in companies in which the Company has direct or indirect voting rights at Shareholders' General Meetings, in excess of 50%, or in which it has control over the financial and operating policies are recorded under the caption 'Investments in Group companies', at their acquisition cost, in accordance with IAS 27, as Sonaecom presents, separately, consolidated financial statements in accordance with those standards.
Loans and supplementary capital granted to affiliated companies with maturities, estimated or defined contractually, greater than one year, are recorded, at their nominal value, under the caption 'Other non current assets'.
Investments and loans granted to Group companies are evaluated whenever an event or change of circumstances indicates that the recorded amount may not be recoverable or impairment losses recorded in previous years no longer exist.
Impairment losses estimated for investments and loans granted to Group companies are recorded, in the year that they are estimated, under the caption 'Other financial expenses' in the profit and loss statement.
The expenses incurred with the acquisition of investments in Group companies are considered as a part of the acquisition cost.
The Company classifies its investments in the following categories: 'financial assets at fair value through profit or loss', 'loans and receivables', 'held-to-maturity investment', and 'available-for-sale financial assets'. The classification depends on the purpose for which the investments were acquired.
The classification of the investments is determined at the initial recognition and re-evaluated every quarter.
a) 'Financial assets at fair value through profit or loss'
This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if it is acquired principally for the purpose of selling in the short term or if the adoption of this method allows reducing or eliminating an accounting mismatch. Derivatives are also registered as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to mature within twelve months of the balance sheet date.
b) 'Loans and receivables'
Loans and receivables are non-derivative financial assets with fixed or variable payments that are not quoted in an active market. These financial investments arise when the Company provides money, goods or services directly to a debtor with no intention of trading the receivable.
Loans and receivables are carried at amortised cost using the effective interest method, deducted from any impairment losses.
Loans and receivables are recorded as current assets, except when its maturity is greater than twelve months from the balance sheet date, situation in which they are classified as noncurrent assets. Loans and receivables are included in the caption 'other current debtors' in the balance sheet.
c) 'Held-to-maturity investments'
Held-to-maturity investments are non-derivative financial assets with fixed or variable payments and with fixed maturities that the Company's management has the positive intention and ability to hold until their maturity.
d) 'Available-for-sale financial assets'
Available-for-sale financial assets are non-derivative investments that are either designated in this category or not classified in any of the other above referred categories. They are included in non-current assets unless management intends to dispose them within twelve months of the balance sheet date.
Purchases and sales of investments are recognised on trade-date – the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. The 'Financial assets at fair value through profit or loss' are initially recognised at fair value and the transaction costs are recorded in the income statement. Investments are derecognised when the rights to receive cash flows from the investments have expired or all substantial risks and rewards of their ownership have been transferred.
'Available-for-sale financial assets' and 'Financial assets at fair value through profit or loss' are subsequently carried at fair value.
Loans and receivables and 'Held-to-maturity investments' are carried at amortised cost using the effective interest method.
Realised and unrealised gains and losses arising from changes in the fair value of financial assets classified at fair value through profit or loss are recognised in the income statement. Realised and unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in equity. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the profit and loss statement as gains or losses from investment securities.
The fair value of quoted investments is based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Company establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to similar instruments, discounted cash flow analysis, and option pricing models refined to reflect the issuer's specific circumstances. The fair value of listed investments is determined based on the closing Euronext share price at the balance sheet date.
The Company assesses at each balance sheet date whether there is objective evidence that a financial asset or a Group of financial assets is impaired. In case of equity securities classified as available for sale, a significant or prolonged decline (decline above 25% in two consecutive quarters) in the fair value of the security below its cost is considered in determining whether the securities are impaired. If such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the
acquisition cost and the current fair value, less any impairment losses on that financial asset previously recognised in the profit or loss statement– is removed from equity and recognised in the profit and loss statement. Impairment losses recognised in the profit and loss statement on equity securities are not reversed through the profit and loss statement.
Lease contracts are classified as financial leases, if, in substance, all risks and rewards associated with the detention of the leased asset are transferred by the lease contract or as operational leases, if, in substance, there is no transfer of risks and rewards associated with the detention of the leased assets.
The lease contracts are classified as financial or operational in accordance with the substance and not with the form of the respective contracts.
Fixed assets acquired under finance lease contracts and the related liabilities are recorded in accordance with the financial method. Under this method the tangible assets, the corresponding accumulated depreciation and the related liability are recorded in accordance with the contractual financial plan at fair value or, if less, at the present value of payments. In addition, interest included in lease payments and depreciation of the tangible assets are recognised as expenses in the profit and loss statement for the period to which they relate.
Assets under long term rental contracts are recorded in accordance with the operational lease method. In accordance with this method, the rents paid are recognised as an expense, over the rental period.
Other current debtors are recorded at their net realisable value, and do not include interest, because the discount effect is not significant.
These financial investments arise when the Company provides money or services directly to a debtor with no intention of trading the receivable.
The amount of this caption is presented net of any impairment losses. Future reversals of impairment losses are recorded in the profit and loss statement under the caption 'Other operating revenues'.
Amounts included under the caption 'Cash and cash equivalents' correspond to amounts held in cash and term bank deposits and other treasury applications where the risk of any change in value is insignificant.
The cash flow statement has been prepared in accordance with IAS 7, using the direct method. The Company classifies, in the caption 'Cash and cash equivalents', investments that mature in less than three months, for which the risk of change in value is insignificant. The caption 'Cash and cash equivalents' in the cash flow statement also includes bank overdrafts, which are reflected in the balance sheet caption 'Short-term loans and other loans'.
The cash flow statement is classified by operating, financing and investing activities. Operating activities include collections from customers, payments to suppliers, payments to personnel and other captions relating to operating activities.
Cash flows from investing activities include the acquisition and sale of investments in associated and subsidiaries companies and receipts and payments resulting from the purchase and sale of fixed assets.
Cash flows from financing activities include payments and receipts relating to loans obtained and finance lease contracts.
All amounts included under this caption are likely to be realised in the short term and there are no amounts given or pledged as guarantee.
Loans are recorded as liabilities by the "amortised cost". Any expenses incurred in setting up loans are recorded as a deduction to the nominal debt and recognised during the period of the financing, based on the effective interest rate method. The interests incurred but not yet due are added to the loans caption till their payment.
The Company only uses derivatives in the management of its financial risks to hedge against such risks. The Company does not use derivatives for trading purposes.
The cash flow hedges used by the Company are related to interest rate swaps operations to hedge against interest rate risks on loans obtained. The amounts, interest payment dates and repayment dates of the underlying interest rate swaps are similar in all respects to the conditions established for the contracted loans. Changes in the fair value of cash flow hedges are recorded in assets or liabilities, against a corresponding entry under the caption 'Hedging reserves' in shareholders' funds.
In cases where the hedge instrument is not effective, the amounts that arise from the adjustments to fair value are recorded directly in the profit and loss statement.
Provisions are recognised when, and only when, the Company has a present obligation (either legal or implicit) resulting from a past event, the resolution of which is likely to involve the disbursement of funds by an amount that can be reasonably estimated. Provisions are reviewed at the balance sheet date and adjusted to reflect the best estimate at that date.
Provisions for restructurings are only registered if the Company has a detailed plan and if that plan has already been communicated to the parties involved.
Contingent liabilities are not recognised in the financial statements but are disclosed in the notes, except if the possibility of a cash outflow affecting future economic benefits is remote.
Contingent assets are not recognised in the financial statements but are disclosed in the notes when future economic benefits are likely to occur.
'Income tax' expense represents the sum of the tax currently payable and deferred tax. Income tax is recognised in accordance with IAS 12.
Sonaecom has adopted, since 1 January 2008, the special regime for the taxation of groups of companies, under which, the provision for income tax is determined on the basis of the estimated taxable income of all the companies covered by that regime, in accordance with such rules. The special regime for the taxation of groups of companies covers all subsidiaries on which the group holds at least 90% of their share capital, with its headquarters located in Portugal and subject to Corporate Income Tax (IRC).
Deferred taxes are calculated using the liability method and reflect the timing differences between the amount of assets and liabilities for accounting purposes and the respective amounts for tax purposes.
Deferred tax assets are only recognised when there is reasonable expectation that sufficient taxable profits shall arise in the future to allow such deferred tax assets to be used. At the end of each year the recorded and unrecorded deferred tax assets are revised and they are reduced whenever their realisation ceases to be probable, or increased if future taxable profits, are likely enabling the recovery of such assets (Note 7).
Deferred taxes are calculated with the tax rate that is expected to be in effect at the time the asset or liability is used.
Whenever deferred taxes derive from assets or liabilities directly registered in Shareholders' funds, its recording is also made in Shareholders' funds caption. In all other situations, deferred taxes are always registered in the profit and loss statement.
Expenses and income are recorded in the period to which they relate, regardless of their date of payment or receipt. Estimated amounts are used when actual amounts are not known.
The captions of 'Other non current assets', 'Other current assets', 'Other non current liabilities' and 'Other current liabilities' include expenses and income relating to the current period, where payment and receipt will occur in future periods, as well as payments and receipts in the current period but which relate to future periods. The later shall be included by the corresponding amount in the results of the periods that they relate to.
Non-current financial assets and liabilities are recorded at fair value and, in each period, the financial actualisation of the fair value is recorded in the profit and loss statement under the caption 'Other financial expenses' and 'Other financial income'.
Dividends are recognised when the shareholders rights to receive such amounts are appropriately established and communicated.
Assets and liabilities due in more than one year from the date of the balance sheet are classified, respectively, as non-current assets and non-current liabilities.
In addition, considering their nature, the deferred taxes and the provisions for other liabilities and charges, are classified as non current assets and liabilities (Notes 7 and 13).
Portuguese commercial legislation requires that at least 5% of the annual net profit must be appropriated to a legal reserve, until such reserve reaches at least 20% of the share capital. This reserve is not distributable, except in case of liquidation of the Company, but may be used to absorb losses, after all the other reserves are exhausted, or to increase the share capital.
The Share premiums relate to premiums generated in the issuance of capital or in capital increases. According to Portuguese law, Share premiums follow the same requirements of 'Legal reserves', i.e., they are not distributable, except in case of liquidation, but they can be used to absorb losses, after all the other reserves are exhausted or to increase share capital.
According to IFRS 2, the responsibility related with the equity settled plans is registered under the heading of Medium Term Incentive Plan Reserves, which are not distributable and which cannot be used to absorb losses.
Hedging reserve reflects the changes in fair value of "cash-flow" hedges derivates that are considered effective (Note 1.i) and it is non distributable nor can it be used to absorb losses.
The own shares reserve reflects the acquisition value of the own shares and follows the same requirements of legal reserves.
Under Portuguese law, the amount of distributable reserves is determined in accordance with the individual financial statements of the Company, presented in accordance with IAS/IFRS. Therefore, at 30 June 2008, Sonaecom, SGPS, S.A., did not have any reserves which by their nature could be considered distributable.
Own shares are recorded as a deduction of shareholders funds. Gains or losses related to the sale of own shares are recorded under the heading "Other reserves".
All assets and liabilities expressed in foreign currency were translated into Euro using the exchange rates in force at the balance sheet date.
Favourable and unfavourable foreign exchange differences resulting from changes in the rates in force at transaction date and those in force at the date of collection, payment or at the balance sheet date are recorded as income and expenses in the profit and loss statement of the period, in financial results. The following rates were used for the translation into Euro:
| 2008 | 2007 | ||||
|---|---|---|---|---|---|
| 30.06.08 | Average | 30.06.07 | Average | ||
| Pound Sterling | 1.26223 | 1.29082 | - | - | |
| Brazilian Real | 0.39822 | 0.38563 | 0.38426 | 0.36805 | |
| American Dollar | 0.63436 | 0.65407 | - | - | |
| Zloti (Poland) | 0.29839 | 0.28668 | - | - | |
| Australian Dollar | 0.61084 | 0.60473 | - | - |
Impairment tests are performed at the date of each balance sheet and whenever an event or change of circumstances indicates that the recorded amount of an asset may not be recoverable. Whenever the book value of an asset is greater than the amount recoverable, an impairment loss is recognised and recorded in the profit and loss statement under the caption 'Depreciation and amortisation' in the case of fixed assets and goodwill, under the caption 'Other financial expenses' in the case of financial investments or under the caption 'Provisions and impairment losses', in relation to the other assets. The amount recoverable is the greater of the net selling price and the value of use. Net selling price is the amount obtained upon the sale of an asset in a transaction within the capability of the parties involved, less the costs directly related to the sale. The value of use is the present amount of the estimated future cash flows expected to result from the continued use of the asset and of its sale at the end of its useful life. The recoverable amount is estimated for each asset individually or, if this is not possible, for the cashgenerating unit to which the asset belongs.
For financial investments, the recoverable amount is determined based on business plans duly approved by the Board of Directors of the Company and corroborated by reports prepared by independent entities.
Evidence of the existence of impairment in accounts receivables appears when:
the counterparty presents significant financial difficulties;
there are significant delays in interest payments and in other leading payments from the counterparty;
it is probable that the debtor goes into liquidation or into a financial restructuring.
The accounting treatment of Medium Term Incentive Plans is based on IFRS 2 – "Share-based Payments".
Under IFRS 2, when the settlement of plans established by the Company involves the delivery of Sonaecom's own shares, the estimated responsibility is recorded, as a credit entry, under the caption 'Reserves – Medium Term Incentive Plans', within the heading 'Shareholders' funds' and is charged as an expense under the caption 'Staff expenses' in the profit and loss statement.
The quantification of this responsibility is based on its fair value at the attribution date and is recognised over the vesting period of each plan (from the award date of the plan until its vesting or settlement date). The total responsibility, at any point of time, is calculated based on the proportion of the vesting period that has "elapsed" up to the respective accounting date.
When the responsibilities associated with any plan are covered by a hedging contract, i.e., when those responsibilities are replaced by a fixed amount payable to a third party and when Sonaecom is no longer the party that will deliver the Sonaecom shares, at the settlement date of each plan, the above accounting treatment is subject to the following changes:
For plans settled in cash, the estimated liability is recorded in the balance sheet captions 'Other non current liabilities' and 'Other current liabilities' by a corresponding entry to the income statement caption 'Staff expenses', for the cost relating to the vesting period that has "elapsed" up to the respective accounting date. The liability is quantified based on the fair value of the shares as of each balance sheet date.
When the liability is covered by a hedging contract, recognition is made in the same way as described above, but with the liability being quantified based on the contractually fixed amount.
Equity-settled plans to be liquidated through the delivery of shares of the parent company are recorded as if they were settled in cash, which means that the estimated liability is recorded in the balance sheet captions 'Other non current liabilities' and 'Other current liabilities' by a corresponding entry to the income statement caption 'Staff expenses', for the cost relating to the deferred period elapsed. The liability is quantified based on the fair value of the shares as of each balance sheet date.
At 30 June 2008, only one of the Sonaecom share plans was covered through the detention of own shares. The other two plans were not covered. Therefore the impacts of the share plans of the Medium Term Incentive Plans are registered, in the balance sheet, in the captions 'Other non current liabilities' and 'Other current liabilities'. The cost is recognised in the income statement caption 'Staff expenses'.
In relation to plans which shall be liquidated through the delivery of shares of the parent company, the Company signed contracts with an external entity, under which the price for the acquisition of those shares was fixed. The responsibility associated to those plans is recorded based on that fixed price, proportionally to the period of time elapsed since the award date until the date of record, in captions 'Other non current liabilities' and 'Other current liabilities'. The cost is recognised in the income statement caption 'Staff expenses'.
During the semester ended at 30 June 2008, the Board of Directors of Sonaecom decided to convert the settlement of its Medium Term Incentive Plans from settlement in shares to settlement in cash, as this option is provided in such plans.
Events occurring after the date of the balance sheet which provide additional information about conditions prevailing at the time of the balance sheet (adjusting events) are reflected in the financial statements. Events occurring after the balance sheet date that provide information on post-balance sheet conditions (non adjusting events), when material, are disclosed in the notes to the financial statements.
The most significant accounting estimates reflected in the financial statements of the semesters ended at 30 June 2008 and 2007, include mainly impairment analysis of assets, particularly financial investments in Group companies.
Estimates used are based on the best information available during the preparation of financial statements and are based on the best knowledge of past and present events. Although future events are not controlled by the Company neither foreseeable, some could occur and have impact on the estimates. Changes to the estimates used by the management that occur after the approval date of these financial statements, will be recognised in net income, in accordance with IAS 8, using a prospective methodology.
The main estimates and assumptions in relation to future events included in the preparation of financial statements are disclosed in the correspondent notes.
The Company's activities expose it to a variety of financial risks as market risk, liquidity risk and credit risk.
These risks arise from the unpredictability of financial markets, which affect the capacity of project cash flows and profits. The Company financial risk management, subject to a long term ongoing perspective, seeks to minimize potential adverse effects that derive from that uncertainty, using, every time it is possible and advisable, derivative financial instruments to hedge the exposure to such risks (Note 1. i)).
Foreign exchange risk management seeks to minimize the volatility of investments and transactions made in foreign currency and contributes to reduce the sensitivity of results to changes in foreign exchange rates.
Whenever possible, the Company uses natural hedges to manage exposure, by offsetting credits granted and credits received expressed in the same currency. When such procedure is not possible, the Company adopts derivative financial hedging instruments.
Considering the reduced values of assets and liabilities in foreign currency, the impact of a change in exchange rate will not have significant impacts in the financial statements.
Sonaecom's total debt is indexed to variable rates, exposing the total cost of debt to a high risk of volatility. The impact of this volatility in the Company results or in its shareholders´ funds is mitigated by the effect of the following factors (i) relatively low level of financial leverage; (ii) possibility to use derivative instruments that hedge the interest rate risk, as mentioned below; (iii) possible correlation between the level of market interest rates and economic growth having the later a positive effect in other lines of the Company's results (particularly operational), and in this way partially offsetting the increase of financial costs ("natural hedge"); and (iv) the existence of stand alone or consolidated liquidity which is also bearing interest at a variable rate.
The Company only uses derivatives or similar transactions to hedge interest rate risks considered significant. Three main principles are followed in all instruments selected and used to hedge interest rate risk:
As all Sonaecom's borrowings (Note 12) are at variable rates, interest rate swaps and other derivatives are used to hedge future changes in cash flow relating to interest payments. Interest rate swaps have the financial effect of converting the respective borrowings from floating rates to fixed rates. Under the interest rate swaps, the Company agrees with third parties (banks) to exchange, in pre-determined periods, the difference between the amount of interest calculated at the fixed contract rate and the floating rate at the time of re-fixing, by reference to the respective agreed notional amounts.
The counterparties of the derivative hedging instruments are limited to highly rated financial institutions, being the Company's policy, when contracting such instruments, to give preference to financial institutions that form part of its financing transactions. In order to select the counterparty for occasional operations, Sonaecom requests proposals and indicative prices form a representative number of banks in order to ensure adequate competitiveness of these operations.
In determining the fair value of hedging operations, the Company uses certain methods, such as option valuation and discounted future cash flow models, using assumptions based on market interest rates prevailing at the balance sheet date. Comparative financial institution quotes for the specific or similar instruments are used as a benchmark for the valuation.
The fair value of the derivatives contracted, that are considered as fair value hedges or the ones that are considered not sufficiently effective for cash flow hedge (in accordance with the provisions established in IAS 39), are recognised under borrowings captions and changes in the fair value of such derivatives are recognised directly in the profit and loss statement for the period. The fair value of derivatives of cash flow hedge, that are considered effective according to IAS 39, are recognised under borrowing captions and changes in the fair value are recognised in equity.
Sonaecom Board of Directors approves the terms and conditions of the financing with significant impact in the Company, based on the analysis of the debt structure, the risks and the different options in the market,
particularly as to the type of interest rate (fixed /variable). Under the policy defined above, the Executive Committee is responsible for the decision on the occasional interest rate hedging contracts, through the monitoring of the conditions and alternatives existing in the market.
The existence of liquidity in the Company requires the definition of some policies for an efficient and secure management of the liquidity, allowing to maximize the profitability and to minimize the opportunity costs related with that liquidity.
The liquidity risk management has a threefold objective: (i) Liquidity, i.e., to ensure the permanent access in the most efficient way to obtain sufficient funds to settle current payments in the respective dates of maturity as well as any eventual not forecasted requests for funds, in the deadlines set for this; (ii) Safety, i.e, to minimize the probability of default in any reimbursement of application of funds; and (iii) Financial Efficiency, i.e., to ensure that the Company maximize the value / minimize the opportunity cost of holding excess liquidity in the short term.
The main underlying policies correspond to the variety of instruments allowed, the maximum acceptable level of risk, the maximum amount of exposure by counterparty and the maximum periods for investments.
The existing liquidity in the Company should be applied to the alternatives and by the order described below:
The applications in the market are limited to eligible counterparties, with ratings previously established by the Board and limited to certain maximum amounts by counterparty.
The definition of maximum amounts intends to assure that the application of liquidity in excess is made in a prudent way and taking into consideration the best practices in terms of bank relationships.
The maturity of applications should equalize the forecasted payments (or the applications should be easily convertible, in case of asset investments, to allow urgent and not estimated payments), considering a threshold for eventual deviations on the estimates. The threshold depends on the accuracy level of treasury estimates and would be determined by the business. The accuracy of the estimates is an important variable to quantify the amounts and the maturity of the applications in the market.
The maturity analysis for the loans obtained is presented in the Note 12, considering undiscounted amounts and the worst case scenario, i.e., the short period in which the liability is due.
The Company's exposure to credit risk is mainly associated with the accounts receivable related to current operational activities. The credit risk associated to financial operations is mitigated by the fact that the Company only negotiates with entities with high credit quality.
The management of this risk seeks to guarantee that the amounts owing are effectively collected within the periods negotiated without affecting the financial health of the Company.
The amounts included in the financial statements related to other current debtors, net from impairment losses, represent the maximum exposure of the Company to credit risk.
In the semesters ended at 30 June 2008 and 2007, the movement in Tangible assets and in the corresponding accumulated depreciation and impairment losses, was as follows:
| 2008 | ||||||
|---|---|---|---|---|---|---|
| Buildings and other constructions |
Plant and machinery |
Tools | Fixtures and fittings |
Other tangible assets |
Total | |
| GROSS ASSETS: | ||||||
| Balance at 31.12.2007 | 321,863 | 25,444 | 171 | 211,689 | 103 | 559,270 |
| Additions | 24,638 | 2,827 | - | 7,472 | - | 34,937 |
| Disposals | - | - | - | - | - | - |
| Transfers and writte-offs | - | - | - | - | - | - |
| Balance at 30.06.2008 | 346,501 | 28,271 | 171 | 219,161 | 103 | 594,207 |
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES: |
||||||
| Balance at 31.12.2007 | 227,887 | 2,330 | 7 | 147,473 | 11 | 377,708 |
| Depreciation for the semester | 16,194 | 2,726 | 43 | 16,163 | 54 | 35,180 |
| Disposals | - | - | - | - | - | - |
| Balance at 30.06.2008 | 244,081 | 5,056 | 50 | 163,636 | 65 | 412,888 |
| Net value | 102,420 | 23,215 | 121 | 55,525 | 38 | 181,319 |
| 2007 | ||||||
|---|---|---|---|---|---|---|
| Buildings and other constructions |
Plant and machinery |
Tools | Fixtures and fittings |
Other tangible assets |
Total | |
| GROSS ASSETS: | ||||||
| Balance at 31.12.2006 | 313,312 | 4,365 | - | 157,283 | - | 474,960 |
| Additions | 8,388 | - | - | 26,996 | 2 | 35,386 |
| Disposals | - | - | - | (2,372) | - | (2,372) |
| Transfers and writte-offs | - | - | - | - | (2) | (2) |
| Balance at 30.06.2007 | 321,700 | 4,365 | - | 181,907 | - | 507,972 |
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES: |
||||||
| Balance at 31.12.2006 | 196,720 | 1,098 | - | 136,111 | - | 333,929 |
| Depreciation for the semester | 15,405 | 436 | - | 7,090 | - | 22,931 |
| Disposals | - | - | - | (2,372) | - | (2,372) |
| Transfers and writte-offs | - | - | - | - | - | - |
| Balance at 30.06.2007 | 212,125 | 1,534 | - | 140,829 | - | 354,488 |
| Net value | 109,575 | 2,831 | - | 41,078 | - | 153,484 |
In the semesters ended at 30 June 2008 and 2007, the movement in Intangible assets and in the corresponding accumulated amortisation and impairment losses, was as follows:
| 2008 | ||||
|---|---|---|---|---|
| Brands and | ||||
| patents and | Intangible assets | |||
| other rights | Software | in progress | Total | |
| GROSS ASSETS: | ||||
| Balance at 31.12.2007 | 6,509 | 168,027 | 13,917 | 188,453 |
| Additions | 140 | - | - | 140 |
| Balance at 30.06.2008 | 6,649 | 168,027 | 13,917 | 188,593 |
| ACCUMULATED DEPRECIATION | ||||
| AND IMPAIRMENT LOSSES: | ||||
| Balance at 31.12.2007 | 4,844 | 112,488 | - | 117,332 |
| Depreciation for the semester | 396 | 11,302 | - | 11,698 |
| Balance at 30.06.2008 | 5,240 | 123,790 | - | 129,030 |
| Net value | 1,409 | 44,237 | 13,917 | 59,563 |
| 2007 | ||||
|---|---|---|---|---|
| Brands and | ||||
| patents and | Intangible assets | |||
| other rights | Software | in progress | Total | |
| GROSS ASSETS: | ||||
| Balance at 31.12.2006 | 4,982 | 167,051 | 13,917 | 185,950 |
| Additions | 317 | - | - | 317 |
| Balance at 30.06.2007 | 5,299 | 167,051 | 13,917 | 186,267 |
| ACCUMULATED DEPRECIATION | ||||
| AND IMPAIRMENT LOSSES: | ||||
| Balance at 31.12.2006 | 4,203 | 88,936 | - | 93,139 |
| Depreciation for the semester | 307 | 11,726 | - | 12,033 |
| Balance at 30.06.2007 | 4,510 | 100,662 | - | 105,172 |
| Net value | 789 | 66,389 | 13,917 | 81,095 |
The intangible assets in progress were mainly composed by software development.
At 30 June 2008 and 2007, the breakdown of financial instruments was as follows:
| 2008 | |||||||
|---|---|---|---|---|---|---|---|
| Investments recorded at fair value through profit and loss |
Loans and receivables |
Investments held to maturity |
Investments available for sale |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non current Assets: | |||||||
| Other non current assets | - | 561,911,005 | - | - | 561,911,005 | - | 561,911,005 |
| - | 561,911,005 | - | - | 561,911,005 | - | 561,911,005 | |
| Current Assets: | |||||||
| Other current debtors | - | 6,234,370 | - | - | 6,234,370 | 1,394,493 | 7,628,863 |
| Cash and cash equivalents | - | 58,659,323 | - | - | 58,659,323 | - | 58,659,323 |
| - | 64,893,693 | - | - | 64,893,693 | 1,394,493 | 66,288,186 | |
| 2007 | |||||||
| Investments recorded at fair value through profit and loss |
Loans and receivables |
Investments held to maturity |
Investments available for sale |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non current Assets: Other non current assets |
- | 488,106,626 | - | - | 488,106,626 | - | 488,106,626 |
| - | 488,106,626 | - | - | 488,106,626 | - | 488,106,626 | |
| Current Assets: | |||||||
| Other current debtors | - | 4,152,374 | - | - | 4,152,374 | 2,986,722 | 7,139,096 |
| Investments recorded at fair value | |||||||
| through profit and loss | 405,684 | - | - | - | 405,684 | - | 405,684 |
| Cash and cash equivalents | - 405,684 |
75,349,624 79,501,998 |
- - |
- - |
75,349,624 79,907,682 |
- 2,986,722 |
75,349,624 82,894,404 |
| 2008 | |||||||
|---|---|---|---|---|---|---|---|
| Liabilities recorded at fair value through profit and loss |
Derivatives | Liabilities recorded at amortized cost |
Other financial liabilities |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non current liabailities: | |||||||
| Medium and long-term loans - net of short-term portion |
- | (1,168,584) | 356,255,107 | - | 355,086,523 | - | 355,086,523 |
| - | (1,168,584) | 356,255,107 | - | 355,086,523 | - | 355,086,523 | |
| Current Liabilities: | |||||||
| Short-term loans and other loans | - | - | 14,465,000 | - | 14,465,000 | - | 14,465,000 |
| Other creditors | - - |
- - |
- 14,465,000 |
1,022,081 1,022,081 |
1,022,081 15,487,081 |
348,492 348,492 |
1,370,573 15,835,573 |
| 2007 | |||||||
| Liabilities recorded at fair value through profit and loss |
Derivatives | Liabilities recorded at amortized cost |
Other financial liabilities |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non current liabailities: Medium and long-term loans - net of |
|||||||
| short-term portion | - | - | 147,082,979 | - | 147,082,979 | - | 147,082,979 |
| - | - | 147,082,979 | - | 147,082,979 | - | 147,082,979 | |
| Current Liabilities: | |||||||
| Short-term loans and other loans Other creditors |
- - |
- - |
88,319,012 - |
- 1,275,817 |
88,319,012 1,275,817 |
- 156,851 |
88,319,012 1,432,669 |
Considering the nature of the balances, the amounts to be paid and received to/from 'State and other public entities' were considered outside the scope of IFRS 7. Also, the captions of 'Other current assets' and 'Other current liabilities' were not included in this note, as the nature of such amounts are not within the scope of IFRS 7.
At 30 June 2008 and 2007, this caption included the following investments in Group companies:
| Company | 2008 | 2007 |
|---|---|---|
| Sonaecom Serviços de Comunicações, S.A. ("Sonaecom SC", ex Novis Telecom, S.A.) |
749,628,393 | 141,872,488 |
| Sonae Telecom, S.G.P.S., S.A. ("Sonae Telecom") | 105,799,987 | 105,799,987 |
| Sonaetelecom BV | 44,209,902 | 4,209,902 |
| Sonae.com – Sistemas de Informação, S.G.P.S., S.A.("Sonae.com SI") | 26,641,587 | 26,641,587 |
| Telemilénio, Telecomunicações, Sociedade Unipessoal, Lda. ("Tele 2") |
13,076,489 | - |
| Miauger – Organização e Gestão de Leilões Electrónicos, S.A. ("Miauger") | 4,568,100 | 4,568,100 |
| Sonaecom BV | 100,000 | 100,000 |
| Be Artis – Concepção, Construção e Gestão de Redes de Comunicações, S.A. ("Be Artis") |
50,000 | - |
| Optimus Telecomunicações S.A. ("Optimus") | - | 551,255,906 |
| Sonae Matrix Multimédia, S.G.P.S., S.A ("Sonae Matrix") | - | 40,782,208 |
| 944,074,458 | 875,230,178 | |
| Impairment losses (Note 13) | (45,977,902) | (51,039,606) |
| Total investments in Group companies | 898,096,556 | 824,190,572 |
The movements occurred in investments in Group companies, during the semesters ended at 30 June 2008 and 2007 were as follows:
| Balance at | Transfers and writte | Balance at | |||
|---|---|---|---|---|---|
| Company | 31-12-2007 | Additions | Disposals | offs | 30-06-2008 |
| Sonaecom SC | 749,628,393 | - | - | - | 749,628,393 |
| Sonae Telecom | 105,799,987 | - | - | - | 105,799,987 |
| Sonaetelecom BV | 44,209,902 | - | - | - | 44,209,902 |
| Sonae.com SI | 26,641,587 | - | - | - | 26,641,587 |
| Miauger | 4,568,100 | - | - | - | 4,568,100 |
| Tele 2 | 178,409 | (868,135) | - | 13,766,215 | 13,076,489 |
| Sonaecom BV | 100,000 | - | - | - | 100,000 |
| Be Artis | 50,000 | - | - | - | 50,000 |
| 931,176,378 | (868,135) | - | 13,766,215 | 944,074,458 | |
| Impairment losses | (10,448,903) | - | - | (35,528,999) | (45,977,902) |
| 920,727,475 | (868,135) | - | (21,762,784) | 898,096,556 |
| Balance at | Transfers and writte | Balance at | |||
|---|---|---|---|---|---|
| Company | 31-12-2006 | Additions | Disposals | offs | 30-06-2007 |
| Sonaecom SC | 141,872,488 | - | - | - | 141,872,488 |
| Optimus | 551,255,906 | - | - | - | 551,255,906 |
| Sonae Telecom | 105,799,987 | - | - | - | 105,799,987 |
| Sonaetelecom BV | 4,209,902 | - | - | - | 4,209,902 |
| Sonae Matrix | 40,782,208 | - | - | - | 40,782,208 |
| Sonae.com SI | 26,641,587 | - | - | - | 26,641,587 |
| Miauger | 4,568,100 | - | - | - | 4,568,100 |
| Sonaecom BV | 100,000 | - | - | - | 100,000 |
| 875,230,178 | - | - | - | 875,230,178 | |
| Impairment losses | (22,573,509) | - | - | (28,466,097) | (51,039,606) |
| 852,656,669 | - | - | (28,466,097) | 824,190,572 |
On 2 November 2007, Optimus Telecomunicações, S.A. merged by incorporation into Novis Telecom, S.A.. After merger, Novis changed its corporate name to Sonaecom - Serviços de Comunicações, S.A..
The amount of Euro 13,766,215 in the heading 'Transfers and write-offs' relates to the transfer of 'Supplementary capital' to cover accumulated losses in Tele2. The amount of Euro 868,135 in the heading 'Additions' is due to a correction to the acquisition price of Tele2, which occurred during the first semester of 2008.
During the semester ended at 30 June 2008, the amount of Euro 35,528,999 in Tranfers correspond to a reclassification to the heading 'Impairment losses in investments in group companies' from the heading 'Impairment losses in other non current assets' (Notes 6 and 13).
The Company presents separate consolidated financial statements at 30 June 2008, in accordance with International Financial Reporting Standards (IAS/IFRS) as adopted by the European Union, which presents total consolidated assets of Euro 1,795,509,052, total consolidated liabilities of Euro 873,894,514, consolidated operational revenues of Euro 479,913,633 and consolidated Shareholders' funds of Euro 921,614,538 including a consolidated net loss (attributable to the shareholders of the parent company – Sonaecom, S.G.P.S., S.A.) of Euro 12,227,592.
At 30 June 2008 and 2007, the main financial information regarding the owned subsidiaries is as follows (values in accordance with IAS/IFRS):
| 2008 | 2007 | ||||||
|---|---|---|---|---|---|---|---|
| Shareholders' | Shareholders' | ||||||
| Company | Head Office | % holding | funds | Net profit/(loss) | % holding | funds | Net profit/(loss) |
| Sonaecom SC (ex Novis | |||||||
| Telecom, S.A.) | Maia | 53.54% | 477,068,175 | (13,041,294) | 58.33% | 12,066,911 | (10,622,041) |
| Optimus | Maia | - | - | - | 50.94% | 398,174,740 | 7,755,211 |
| Sonae Telecom | Maia | 100% | 175,000,345 | 15,171,561 | 100% | 217,212,299 | 4,424,887 |
| Sonae Matrix | Maia | - | - | - | 100% | 90,312,394 | (56,203) |
| Sonaecom SI | Maia | 100% | 46,808,168 | 12,082 | 100% | 44,009,227 | 10,364,289 |
| Miauger | Maia | 100% | 900,258 | 451,478 | 100% | 333,815 | 119,984 |
| Sonaetelecom BV | Amesterdam | 100% | 2,601,897 | (966,105) | 100% | 5,669,335 | (1,710,126) |
| Tele 2 | Lisbon | 100% | (1,325,371) | 775,779 | - | - | - |
| Sonaecom BV | Amesterdam | 100% | (11,677,282) | 254,677 | 100% | (9,131,472) | (669,024) |
| Be Artis (ex Optimus Artis) | Maia | 100% | 1,777,158 | 1,747,328 | - | - | - |
At 30 June 2008, Sonaecom owned, indirectly, through Sonae Telecom S.G.P.S., S.A. and Sonaecom BV, an additional shareholding of 37.94% and 8.52% in Sonaecom - Serviços de Comunicações, respectively.
At 30 June 2008 and 2007 this caption was made up as follows:
| 2008 | 2007 | |
|---|---|---|
| FINANCIAL ASSETS: | ||
| Medium and long-term loans granted to Group companies: | ||
| Sonaecom SC (ex Novis) | 228,795,000 | 82,040,000 |
| Be Artis | 135,860,000 | - |
| Sonaecom BV | 116,127,000 | 120,660,000 |
| Sonaetelecom BV | 35,725,000 | 46,390,000 |
| Tele 2 | 961,782 | 50,000 |
| Sonae.com SI | 390,000 | 150,000 |
| 517,858,782 | 249,290,000 | |
| Supplementary capital: | ||
| Sonae.com SI | 33,574,188 | 33,574,188 |
| Sonae Telecom SGPS | 15,788,458 | 107,414,467 |
| Be Artis | 4,325,000 | - |
| Sonae Matrix | - | 70,327,971 |
| Sonaecom SC (ex Novis) | - | 27,500,000 |
| 53,687,646 | 238,816,626 | |
| Accumulated impairment losses (Note 13) | (9,635,423) | - |
| 561,911,005 | 488,106,626 |
During the semesters ended at 30 June 2008 and 2007, the loans granted to Group companies, that are not Supplementary capital, earned interest at market rates, with an average interest rate of 5.175% and 4.796%, respectively. Supplementary capital is non interest bearing.
The increase in Loans granted to Sonaecom SC resulted from the fact that the Company concentrated in itself all the debt of the Group and internal funding movements are used to allocate cash between the subsidiaries.
The movement in the caption 'Accumulated impairment losses' is due to the reinforce performed during the semester in the amount of Euro 4,573,720 (Notes 13 and 15), and due to the transfers from the caption 'Investments in group companies' (Notes 5 and 13).
As the loans granted to group companies, as well, the Supplementary capital do not have a defined maturity, no information about the aging of those loans is presented.
| The detail of deferred tax assets by nature at 30 June 2008 was as follows: | |
|---|---|
| Year which were originated |
Tax losses | Adjustments to IAS/IFRS |
Provisions not acceptable for tax purposes |
Total | Deferred tax assets |
|---|---|---|---|---|---|
| 2001 | - | - | 3,463,000 | 3,463,000 | 917,695 |
| 2002 | 23,608,725 | - | 11,431,819 | 35,040,544 | 8,931,613 |
| 2003 | - | - | 31,154,781 | 31,154,781 | 8,256,017 |
| 2004 | - | - | 9,662,981 | 9,662,981 | 2,560,690 |
| 2005 | 2,176,736 | - | (3,033,899) | (857,163) | (259,799) |
| 2006 | 24,341,554 | (257,438) | (149,858) | 23,934,258 | 5,977,455 |
| 2007 | 54,563,604 | 81,031 | (537,036) | 54,107,599 | 13,520,060 |
| 2008 | - | 43,500 | 4,573,720 | 4,617,220 | 1,223,564 |
| 104,690,619 | (132,907) | 56,565,508 | 161,123,220 | 41,127,295 | |
Following a conservative approach and because its recovery is uncertain, the Company did not recognise the deferred tax assets related to the tax losses carried forward, as well as the deferred tax assets related to temporary differences in the total amount of Euro 41,127,295.
The rate used at 30 June 2008 to calculate the deferred tax assets relating to tax losses carried forward was of 25%. The rate used at 30 June 2008 to calculate deferred tax assets resulting from temporary differences was of 26.5%.
Portuguese Tax Authorities can review the income tax returns of the Company for a period of four years (ten years for Social Security until 31 December 2000 and five years after that date), except when tax losses have been generated, tax benefits have been granted or when any review, claim or impugnation is in course, in which circumstances, the periods are extended or suspended. Consequently, tax returns of each year, since the year 2004 (inclusive) are still subject to such review. The Board of Directors believe that any correction that may arise as a result of such review would not produce a significant impact in the accompanying financial statements.
Supported by the Company's lawyers and Tax consultants, the Board of Directors believes that there are no liabilities not provisioned in the financial statements, associated to probable tax contingencies that should have been registered or disclosed in the accompanying financial statements, at 30 June 2008.
During the semester ended 30 June 2008 and 2007, the movements in this heading were as follows:
| 2008 | 2007 | |
|---|---|---|
| Opening balance | - | 849,375 |
| Acquisitions during the semester | - | - |
| Sales during the semester | - | (738,634) |
| Increases/ reductions to fair value (Note 15) | - | 294,943 |
| - | 405,684 |
At 30 June 2007, 'Investments recorded at fair value through profit and loss' refers to 193,183 shares of Sonae, S.G.P.S., S.A., acquired to fulfil future obligations under the Medium Term Incentive Plans, which were recorded based on the closing share price of Euronext at the balance sheet date.
At 30 June 2008 and 2007, the detail of cash and cash equivalents was as follows:
| 2008 | 2007 | |
|---|---|---|
| Cash | 9,227 | 10,047 |
| Bank deposits repayable on demand | 94,096 | 49,573 |
| Treasury applications | 58,556,000 | 75,290,004 |
| 58,659,323 | 75,349,624 |
At 30 June 2008 and 2007, the heading 'Treasury applications' had the following breakdown:
| 2008 | 2007 | |
|---|---|---|
| Funds placed in Sonae SGPS | - | 69,420,004 |
| Short term applications: | ||
| Sonaecom - Serviços de Comunicações (ex Novis) | 41,626,000 | - |
| Wedo | 12,125,000 | - |
| Público | 2,775,000 | 5,870,000 |
| Tele 2 | 1,240,000 | - |
| Banco Espírito Santo | 495,000 | - |
| Banco Santander Totta | 295,000 | - |
| 58,556,000 | 75,290,004 |
During the semester ended at 30 June 2008, the above referred treasury applications bearded interests at an average rate of 5.052% (4.285% in 2007).
At 30 June 2008 and 2007 the share capital of Sonaecom was comprised by 366,246,868 ordinary registered shares (bearer shares in 2007) of 1 Euro each. At those dates, the shareholder structure was as follows:
| 2008 | 2007 | |||
|---|---|---|---|---|
| Number of Shares | % | Number of Shares | % | |
| Sontel BV | 194,423,837 | 53.09% | 183,489,681 | 50.10% |
| Shares traded on the Portuguese Stock Exchange (´Free float´) |
70,782,961 | 19.33% | 81,411,344 | 22.23% |
| Wirefree Services Belgium, S.A. | 70,276,868 | 19.19% | 70,276,868 | 19.19% |
| 093X (EDP) | 29,150,000 | 7.96% | 29,150,000 | 7.96% |
| Own shares | 1,588,553 | 0.43% | 1,894,326 | 0.52% |
| Sonae | 23,649 | 0.01% | 23,649 | 0.01% |
| Efanor Investimentos, S.G.P.S., S.A | 1,000 | 0.00% | 1,000 | 0.00% |
| 366,246,868 | 100.00% | 366,246,868 | 100.00% |
All shares that comprise the share capital of Sonaecom, are authorised, subscribed and paid. All shares have the same rights and each share correspond to one vote.
During the semester ended at 30 June 2008, Sonaecom delivered to its employees 925,773 own shares under its Medium Term Incentive Plans.
Additionally, during the semester Sonaecom acquired 620,000 shares (at an average price of Euro 2.22), holding at the end of the semester 1,588,553 own shares, representative of 0.43% of its share capital, with an average price of Euro 3.80.
At 30 June 2008 and 2007, the heading Loans had the following breakdown:
| Type of | Amount outstanding | ||||
|---|---|---|---|---|---|
| Issue denomination | Limit | Maturity | reimbursement | 2008 | 2007 |
| "Obrigações Sonaecom SGPS 2005" | 150,000,000 | Jun-13 | Final | 150,000,000 | 150,000,000 |
| Costs associated with setting-up the financing |
- | - | - | (2,661,755) | (3,132,146) |
| Interests incurred but not yet due | - | - | - | 200,067 | 215,125 |
| Fair value of swaps | - | - | - | (542,778) | - |
| 146,995,534 | 147,082,979 | ||||
| Commercial paper | 250,000,000 | Jul-12 | - | 207,500,000 | - |
| Costs associated with setting-up the financing |
- | - | - | (448,392) | - |
| Interests incurred but not yet due | - | - | - | 1,665,187 | - |
| Fair value of swaps | - | - | - | (625,806) | - |
| 208,090,989 | - | ||||
| 355,086,523 | 147,082,979 |
In July 2007, Sonaecom contracted a Commercial Papper Program Issuance with a maximum amount of Euro 250 million with subscription grant and maturity of five years, organized by Banco Santander de Negócios Portugal and by Caixa – Banco de Investimento.
The placing underwriting consortium is composed by the following institutions: Banco Santander Totta, Caixa Geral de Depósitos, Banco BPI, Banco Bilbao Vizcaya Argentina (Portugal), Banco Comercial Português and BNP Paribas (in Portugal).
In September 2007, the subsidiary Optimus – Telecomunicações, S.A., reimbursed its financing from European Investment Bank (BEI), in an amount of Euro 324 million.
With this refinancing, the group was able to, under the current favorable market conditions, increase the weighted average maturity, extinguish some of the contractual, financial and operational restrictions imposed by the previous Optimus contract and obtain higher efficiency in terms of the consolidated liquidity management.
These loans bear interest at market rates, indexed to the Euribor for the respective term, and were all contracted in Euros. Consequently, it is estimated that the fair value of those loans does not differ significantly from their market value.
The spread on the medium and long term loans is established between 22.5 and 87.5 basis points.
All the loans above are unsecured and the fulfillment of the obligations under these loans is exclusively guaranteed by the underlying activities and the companies respective cash flows.
At 30 June 2008 and 2007, the repayment schedule of medium and long term loans and of interests, for both bonds and commercial paper was as follows:
| 2008 | ||||||
|---|---|---|---|---|---|---|
| N+1 | N+2 | N+3 | N+4 | N+5 | After N+5 | |
| Bond Loan | ||||||
| Reimbursements | - | - | - | - | 150,000,000 | - |
| Interests | 9,153,050 | 9,153,050 | 9,153,050 | 9,178,058 | 8,902,967 | - |
| Commercial paper | ||||||
| Reimbursements | - | - | 57,500,000 | - | 150,000,000 | - |
| Interests | 9,781,390 | 9,781,390 | 8,669,902 | 7,149,334 | 605,545 | - |
| 18,934,440 | 18,934,440 | 75,322,952 | 16,327,392 | 309,508,512 | - | |
| 2007 | ||||||
| N+1 | N+2 | N+3 | N+4 | N+5 | After N+5 | |
| Bond Loan | ||||||
| Reimbursements | - | - | - | - | - | 150,000,000 |
| Interests | 7,765,718 | 7,744,500 | 7,744,500 | 7,744,500 | 7,765,718 | 7,553,540 |
| 7,765,718 | 7,744,500 | 7,744,500 | 7,744,500 | 7,765,718 | 157,553,540 |
Although the maturity of commercial paper issuance is six months, the counterparties assumed the placement and the maintenance of those limits for a period of five years.
At 30 June 2008 and 2007, the available credit lines of the Company are as follows:
| 2008 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Maturity | |||||||||||
| Company | Credit | Limit | Amount outstanding |
Amount available |
Until 12 months |
More than 12 months |
|||||
| Sonaecom | Commercial paper | 250,000,000 | 207,500,000 | 42,500,000 | x | ||||||
| Sonaecom | Commercial paper | 70,000,000 | - | 70,000,000 | x | ||||||
| Sonaecom | Overdraft facilities | 15,000,000 | - | 15,000,000 | x | ||||||
| Sonaecom | Bond loan | 150,000,000 | 150,000,000 | - | x | ||||||
| 485,000,000 | 357,500,000 | 127,500,000 |
2007
| Maturity | ||||||
|---|---|---|---|---|---|---|
| Company | Credit | Limit | Amount outstanding |
Amount available |
Until 12 months |
More than 12 months |
| Sonaecom | Bond loan | 150,000,000 | 150,000,000 | - | x | |
| Sonaecom | Commercial paper | 70,000,000 | - | 70,000,000 | x | |
| Sonaecom | Overdraft facilities | 20,000,000 | - | 20,000,000 | x | |
| 240,000,000 | 150,000,000 | 90,000,000 |
The following interest rate hedging instruments were outstanding at 30 June 2008 and 2007:
| Company | Hedged loan | Notional amount | Maturity date | Base rate | Fixed rate contracted |
Fair value of the derivative instruments |
|---|---|---|---|---|---|---|
| Sonaecom | Commercial paper | 110,000,000 | Mar-09 | Euribor 6m | 4.365% | (625,806) |
| Sonaecom | Bond loan | 75,000,000 | Jun-09 | Euribor 6m | 4.565% | (542,778) |
| (1,168,584) |
In September 2007, Sonaecom contracted a interest rate swap, with a notional amount of Euro 110 million, for a period of 18 months re-fixed every semester, to hedge the risk associated to the interest rate of one plot of the commercial paper issued in 13 September 2007, for the same amount and the same period. This plot will be renewed for the same amount and for the same period, at least, until 13 March 2009, which means, until the maturity date of this new interest rate swap.
In December 2007 Sonaecom contracted a interest rate swap, with a notional amount of Euro 75 million, for a period of 18 months re-fixed every semester, to hedge 50% of the risk associated to the interest rate
of the bond loan issued in June 2005, for the amount of Euro 150 million and for the period of eight years with re-fixations every semester. The payments of interest on the bond loan and on the swap are made simultaneously, by its net amount.
During the semester ended at 30 June 2008, the movements occurred in the fair value of the swaps related to the Commercial Paper Programme, in the amount of Euro 156,702 and the bonds loans, in the amount of Euro 598,972, were recorded in reserves, as the hedging is effective, in accordance with IAS 39.
Through the execution of these derivative financial instruments, at 30 June 2008, approximately 52% of gross debt is, in an indirect way, subject to fixed interest rates. The remaining 48% of gross debt is exposed to changes in the interest rates.
The caption 'Short-term loans and other loans', at 30 June 2008 and 2007, include an amount of Euro 14,465,000 and Euro 88,319,012, respectively, related to Treasury applications received from subsidiaries and was composed as follows:
| 2008 | 2007 | |
|---|---|---|
| Be Towering - Gestão de Torres de Telecomunicações, S.A. ("Be | ||
| Towering") | 6,250,000 | 11,155,000 |
| Digitmarket - Sistemas de Informação, S.A. ("Digitmarket") | 2,660,000 | 1,490,000 |
| Sonae.com SI | 2,620,000 | - |
| Mainroad - Serviços em Tecnologias de Informação, S.A. ("Mainroad") | 1,940,000 | - |
| Miauger | 615,000 | 370,000 |
| Sonae Telecom | 380,000 | 4,424,012 |
| Optimus | - | 61,860,000 |
| WeDo | - | 9,020,000 |
| 14,465,000 | 88,319,012 |
The Treasury applications received from Group companies are payable in less than three months and earn interests at market rates. During the semester ended at 30 June 2008, the Treasury applications earned an average interest rate of 4.226% (3.825% at 2007).
The movements in provisions and in accumulated impairment losses in the semesters ended at 30 June 2008 and 2007 were as follows:
| 2008 | ||||||
|---|---|---|---|---|---|---|
| Heading | Opening balance | Increases | Transfers | Utilisations | Decreases | Closing balance |
| Accumulated impairment losses on accounts receivables |
806 | 153 | - | - | - | 959 |
| Accumulated impairment losses on investments in Group companies (Note 5) |
10,448,903 | - | 35,529,000 | - | - | 45,977,903 |
| Accumulated impairment losses on other non current assets (Notes 6 and 15) |
40,590,703 | 4,573,720 | (35,529,000) | - | - | 9,635,423 |
| Provisions for other liabilities and charges |
23,706 | 2,500 | - | - | - | 26,206 |
| 51,064,118 | 4,576,373 | - | - | - | 55,640,491 |
The increases in provisions and impairment losses are recorded against the caption 'Provisions and impairment losses' in the profit and loss statement with the exception of the impairment losses in other current assets, which, due to their nature, are recorded as a financial expense in the caption 'Gains and losses on group companies'.
| 2007 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Heading | Opening balance | Increases | Transfers | Utilisations | Decreases | Closing balance | ||
| Accumulated impairment losses on accounts receivables |
806 | - | - | - | - | 806 | ||
| Accumulated impairment losses on investments in Group companies (Note 5) |
22,573,509 | - | 28,466,097 | - | - | 51,039,606 | ||
| Accumulated impairment losses on other non current assets (Notes 6 and 15) |
28,466,097 | - | (28,466,097) | - | - | - | ||
| Provisions for other liabilities and charges |
31,979 | - | - | - | (8,273) | 23,706 | ||
| 51,072,391 | - | - | - | (8,273) | 51,064,118 |
At 30 June 2008 and 2007 this caption was made up as follows:
| 2008 | 2007 | |
|---|---|---|
| Specialized works | 843,943 | 1,730,809 |
| Travelling costs | 207,911 | 171,554 |
| Rents | 161,952 | 185,290 |
| Fees | 148,689 | 243,394 |
| Other external supplies and services | 199,736 | 525,816 |
| 1,562,232 | 2,856,864 |
Net financial results for the semesters ended at 30 June 2008 and 2007 are made up as follows:
| 2008 | 2007 | |
|---|---|---|
| Gains and losses on investments in Group companies Losses related to Group companies (Notes 5 and 13) Gains related to Group companies |
(4,573,720) 21,414,813 16,841,093 |
- 4,592,872 4,592,872 |
| Other financial expenses: Interest expenses |
||
| Bank loans Other loans Overdrafts and others |
(4,616,665) (4,651,625) (38,236) (9,306,525) |
(3,594,800) (1,453,647) (34,460) (5,082,907) |
| Foreign currency exchange losses | - | (13) |
| Other financial expenses Charges of setting-up the financing Others |
- (12,388) (12,388) (9,318,913) |
(241,157) (84,365) (325,522) (5,408,442) |
| Other financial income: Interest income Foreign currency exchange gains Fair value adjustments of investments recorded at fair value through profit and loss (Note 8) |
14,264,720 531 - 14,265,251 |
7,578,540 4,961 294,943 7,878,444 |
The caption 'Gains related to Group companies' relates to the dividends received from Sonaecom – Serviços de Comunicações, S.A.. At 30 June 2007 this caption was comprised by dividends received from Optimus.
The most significant balances and transactions with related parties (which are detailed in the appendix) at 30 June 2008 and 2007 were as follows:
| Balances at 30 June 2008 | |||||
|---|---|---|---|---|---|
| Accounts receivable |
Accounts payable |
Treasury applications |
Other assets/ (liabilities) |
Loans granted/ (obtained) |
|
| Sonaecom Serviços de | 3,812,008 | 146,489 | 41,626,000 | 3,452,613 | 228,795,000 |
| Comunicações (ex Novis) | |||||
| Sonaecom BV | 1,572,417 | 80,000 | - | 402,092 | 116,127,000 |
| Artis | 706,063 | 488 | - | 524,306 | 135,860,000 |
| Sonaetelecom BV | 474,017 | - | - | 161,939 | 35,725,000 |
| MCH SGPS | 88,219 | 4,838 | - | - | - |
| Público | 16,186 | 363 | 2,775,000 | 36,348 | - |
| Tele 2 | 15,215 | - | 1,240,000 | 4,379 | 961,782 |
| Wedo | 11,263 | - | 12,125,000 | 405,180 | - |
| Sonae.com SI | 9,861 | 4,766 | - | (61,343) | (2,230,000) |
| Others | 65,680 | 228,195 | - | (195,891) | (11,845,000) |
| 6,770,929 | 465,139 | 57,766,000 | 4,729,623 | 503,393,782 |
| Accounts receivable |
Accounts payable |
Treasury applications |
Other assets/ (liabilities) |
Loans granted/ (obtained) |
|
|---|---|---|---|---|---|
| Sonaecom BV | 1,490,064 | 80,000 | - | 506,169 | 120,660,000 |
| Novis | 1,170,528 | 1,536 | - | 209,508 | 81,902,500 |
| Sonaetelecom BV | 746,917 | - | - | 194,607 | 46,390,000 |
| Optimus | 598,228 | 161,628 | - | (1,321,428) | (61,860,000) |
| Público | 37,354 | 363 | 5,870,000 | 62,499 | - |
| Sonae | - | - | 69,420,004 | 136,975 | - |
| Others | 28,816 | 8,288 | - | (615,699) | (26,259,012) |
| 4,071,907 | 251,816 | 75,290,004 | (827,370) | 160,833,488 |
| Transactions at 30 June 2008 | ||||
|---|---|---|---|---|
| Sales and services rendered |
External supplies and services |
Interest and similar income/ (expense) |
Supplementary income |
|
| Sonaecom Serviços de | 3,402,460 | 680,720 | 7,990,544 | 5,983 |
| Comunicações (ex Novis) | ||||
| Público | 82,220 | 2,121 | 66,853 | 635 |
| Wedo | 55,850 | - | 295,197 | 900 |
| Be Artis | - | 684 | 1,362,688 | (413) |
| Sonaecom BV | - | - | 3,150,633 | - |
| Star-Viagens e Turismo | - | 165,804 | - | - |
| Sonaetelecom BV | - | - | 904,315 | - |
| Others | 29,820 | 9,634 | (285,291) | 13,543 |
| 3,570,351 | 858,963 | 13,484,939 | 20,648 |
| Sales and services rendered |
External supplies and services |
Interest and similar income/ (expense) |
Supplementary income |
|
|---|---|---|---|---|
| Optimus | 2,125,000 | 430,881 | (1,191,959) | 112,935 |
| Novis | 750,000 | (27,065) | 1,837,016 | 27,337 |
| Público | 82,500 | 41,359 | 86,566 | 5,838 |
| Wedo | 40,000 | (2,018) | (153,620) | 4,615 |
| Sonae | - | 1,400 | 1,298,084 | - |
| Sonaecom BV | - | - | 2,855,422 | - |
| Sonaetelecom BV | - | - | 1,471,513 | - |
| Others | 18,904 | (6,932) | (79,982) | 9,910 |
| 3,016,404 | 437,625 | 6,123,040 | 160,633 |
Guarantees provided to third parties at 30 June 2008 and 2007 were as follows:
| Beneficiary | Description | 2008 | 2007 |
|---|---|---|---|
| BBVA – Portugal, ING Belgium Portugal and Millennium BCP |
Commercial paper | 320,000,000 | 70,000,000 |
| Direcção de Contribuições e Impostos (Portuguese tax authorities) |
VAT Reimbursements | 2,096,589 | |
| 325,499,720 | 72,096,589 |
Earnings per share, basic and diluted, are calculated by dividing the net income of the semester (Euro 21,336,009 in 2008 and Euro 4,824,800 in 2007) by the average number of shares outstanding during the semesters ended at 30 June 2008 and 2007, net of own shares (Euro 364,658,315 in 2008 and Euro 364,983,984 in 2007).
In June 2000, the Company created a discretionary Medium Term Incentive Plans for more senior employees, based on Sonaecom options and shares and Sonae S.G.P.S., S.A. shares. The vesting occurs three years after the award of each plan, assuming that the employees are still employed in the Company. In some annual plans, beneficiaries can chose between options or shares. Options are valued using the Black Scholes options pricing Model.
The Sonaecom plans outstanding at 30 June 2008 can be summarized as follows:
| Vesting period | Exercise period | 30-Jun-08 | |||||
|---|---|---|---|---|---|---|---|
| Share price at award date * |
Award date | Vesting date | From | To | Aggregate number of participants |
Number of options/ shares |
|
| Sonaecom shares | |||||||
| 2005 Plan | 4.093 | 10-Mar-06 | 09-Mar-09 | - | - | 20 | 86,440 |
| 2006 Plan | 4.697 | 09-Mar-07 | 08-Mar-10 | - | - | 20 | 116,911 |
| 2007 Plan | 2.447 | 10-Mar-08 | 09-Mar-11 | - | - | 20 | 261,501 |
| Sonae SGPS shares | |||||||
| 2005 Plan | 1.34 | 10-Mar-06 | 09-Mar-09 | - | - | 4 | 93,747 |
| 2006 Plan | 1.68 | 09-Mar-07 | 08-Mar-10 | - | - | 4 | 118,675 |
| 2007 Plan | 1.16 | 10-Mar-08 | 09-Mar-11 | - | - | 5 | 222,219 |
* Average share price in the month prior to the award date for Sonaecom shares and the lower of the average share price for the month prior to the Annual General Meeting and the share price on the day after the Annual General Meeting for Sonae SGPS shares. However, for the 2006 Plans the share price was: Sonaecom shares - the average share price between 3rd March and 5th April 2007; Sonae SGPS shares - The average share price between 13rd February and 26th March 2007. This exception was due to the timing of the end of the Portugal Telecom bid and was approved by the Board Nomination and Remuneration Committee.
During the semesters ended at 30 June 2008, the movements occurred in the plans can be summarised as follows:
| Sonaecom shares | Sonae SGPS shares | ||||
|---|---|---|---|---|---|
| Aggregate number of participants |
Number of shares |
Aggregate number of participants |
Number of shares |
||
| Outstanding at 31.12.2007 | |||||
| Exercisable | - | - | - | - | |
| Unvested | 59 | 313,162 | 12 | 313,462 | |
| Total | 59 | 313,162 | 12 | 313,462 | |
| Movements in the semester | |||||
| Awarded | 20 | 261,501 | 5 | 216,103 | |
| Vested | (18) | (105,455) | (4) | (151,936) | |
| Advance vested | - | - | - | - | |
| Exercisable | - | - | - | - | |
| Exercised | - | - | - | - | |
| Cancelled/Elapsed* | (1) | (4,356) | - | 57,012 | |
| Outstanding at 30.06.2008 | |||||
| Exercisable | - | - | - | - | |
| Unvested | 60 | 464,852 | 13 | 434,641 | |
| Total | 60 | 464,852 | 13 | 434,641 |
* The adjustments are made for dividends paid and for share capital changes.
For Sonaecom's share plans, the total responsibility, calculated taking in consideration «the share price at balance sheet date, is Euro 368,135 and was recorded under the headings of 'Other current liabilities' and 'Other non current liabilities'. For the Sonae SGPS share plan the Group entered into hedging contracts with external entities, and the liabilities are calculated based on the prices agreed on those contracts and recorded under the headings of 'Other current liabilities' and 'Other non current liabilities', by an amount of Euro 229,766.
Share Plan costs are recognised in the accounts over the period between the award and the vesting date of those plans. The costs recognised in previous years and in the semester ended at 30 June 2008, were as follows:
| Amount | |
|---|---|
| Costs recognised in previous years | 3,179,083 |
| Costs recognised in the period | 267,936 |
| Costs of plans vested on previous years | (2,239,310) |
| Costs of plans vested in the year | (669,808) |
| 537,901 | |
| Recorded in Other current liabilities | 271,776 |
| Recorded in Other non current liabilities | 266,125 |
During the semester ended at 30 June 2008, the Board of Directors of Sonaecom decided to convert the settlement of its Medium Term Incentive Plans from settlement in shares to settlement in cash, as this option is provided in such plans.
In the Arbitration Court proceeding imposed to resolve the conflict between Maxistar and the other shareholders of Sonaecom – Serviços de Comunicações, S.A. (at the time Optimus) - for breach of a clause of the Shareholders' Agreement, Maxistar was condemned to pay an indemnity of Euro 2,344,350 plus legal interest calculated until the date of payment or, alternatively, to subject itself to a purchase option over its participation in Sonaecom – Serviços de Comunicações, S.A. at 70% of its actual value. Maxistar has appealed against the decision of the Arbitration Court but that appeal was already been rejected in the lower courts. In consequence of this rejection, Maxistar appealed to the 'Tribunal da Relação de Lisboa' (Lisbon Court of Appeal).
As a way to execute the amounts due to be paid by Maxistar, and after having informed Maxistar of their preference for the payment in cash, some shareholders have proposed an execution action. Before the
decision of the Arbitration Court, Maxistar paid those shareholders, as a way of avoiding the execution, a total amount of Euro 4,068,048 (capital plus interest), of which Euro 2,183,899 were paid to Sonaecom.
The 'Tribunal da Relação de Lisboa' rejected the Maxistar's appeal, confirming the previous decision.
Maxistar appealed to the 'Supremo Tribunal de Justiça' (Supreme Court), which dismissed the appeal, confirming the sentence, that is now pending its final effect.
These financial statements were approved by the Board of Directors on 24 July 2008.
These financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IAS/IFRS) and the format and disclosures required by those Standards, some of which may not conform to or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
At 30 June 2008, the related parties of Sonaecom, S.G.P.S, are as follows:
| Key management personnel | |||
|---|---|---|---|
| Álvaro Carmona e Costa Portela | Jean François Pontal | ||
| Álvaro Cuervo Garcia | Luís Filipe Campos Dias Castro Reis | ||
| Ângelo Gabriel Ribeirinho dos Santos Paupério | Luís Filipe Palmeira Lampreia | ||
| António Bernardo Aranha da Gama Lobo Xavier | Maria Cláudia Teixeira de Azevedo | ||
| António de Sampaio e Mello | Michel Marie Bom | ||
| Belmiro de Azevedo | Miguel Nuno Santos Almeida | ||
| David Hobley | Nuno Manuel Moniz Trigoso Jordão | ||
| Duarte Paulo Teixeira de Azevedo | Nuno Miguel Teixeira Azevedo | ||
| Franck Emmanuel Dangeard | Paulo Jorge Henriques Pereira | ||
| George Christopher Lawrie | Pedro Miguel Freitas Ramalho Carlos | ||
| Gervais Pellissier |
| Sonaecom Group Companies | |||
|---|---|---|---|
| Be Artis - Concepção, Construção e Gestão de Redes | Público – Comunicação Social, S.A. | ||
| de Comunicações, S.A. | Saphety Level – Trusted Services, S.A. | ||
| Be Towering – Exploração de Torres de Telecomunicações, S.A. |
Sociedade Independente de Radiodifusão Sonora, S.A. |
||
| Cape AsiaPac PTY Limited | Sonae Telecom, S.G.P.S., S.A. | ||
| Cape Poland Sp. Z.o.o. | Sonae.com - Sistemas de Informação, S.G.P.S., | ||
| Cape Technologies (UK) Limited | S.A. | ||
| Cape Technologies Americas, Inc | Sonaecom - Serviços de Comunicações, S.A. | ||
| Cape Technologies Limited | Sonaecom BV | ||
| Digitmarket – Sistemas de Informação, S.A. | Sonaetelecom BV | ||
| M3G – Edições Digitais, S.A. | Tecnológica Telecomunicações, LTDA. | ||
| Mainroad – Serviços em Tecnologias de Informação, | Telemilénio Telecomunicações - Sociedade | ||
| S.A. | Unipessoal, Lda. | ||
| Miauger – Organização e Gestão de Leilões | Unipress – Centro Gráfico, Lda. | ||
| Electrónicos, S.A. | Vipu Ace | ||
| Net Mall, S.G.P.S., S.A. | We Do Consulting – Sistemas de Informação, S.A. | ||
| Per-Mar – Sociedade de Construções, S.A. | |||
| Praesidium Services Limited | We Do Technologies (UK) Limited | ||
| Praesidium Technologies Limited | Wedo do Brasil Soluções Informáticas, Ltda. |
| Sonae Group Companies | |||
|---|---|---|---|
| 3DO Holding GmbH | Agepan Flooring Products, S.A.RL | ||
| 3DO Shopping Centre GmbH | Agepan Tarket Laminate Park GmbH Co. KG | ||
| 3shoppings - Holding,SGPS, S.A. | Agloma Investimentos, Sgps, S.A. | ||
| Aegean Park,S.A. | Agloma-Soc.Ind.Madeiras e Aglom.,S.A. | ||
| Agepan Eiweiler Management GmbH | Águas Furtadas - Imobiliária, S.A. |
Airone - Shopping Center, Srl Colombo Towers Holding, BV ALEXA Administration GmbH Contacto Concessões, SGPS, S.A. ALEXA Holding GmbH Contacto-SGPS,S.A. ALEXA Shopping Centre GmbH Contibomba-Comérc.Distr.Combustiveis,S.A. Alexa Site GmbH & Co. KG Contimobe-Imobil.Castelo Paiva,S.A. Algarveshopping- Centro Comercial, S.A. Continente Hipermercados, S.A. Andar - Sociedade Imobiliária, S.A. Contry Club da Maia-Imobiliaria,S.A. Aqualuz - Turismo e Lazer, Lda Cronosaúde - Gestão Hospitalar, S.A. Aquapraia - Investimentos Turísticos,S.A. Cumulativa - Sociedade Imobiliária, S.A. Arrábidashopping- Centro Comercial, S.A. Darbo S.A.S Aserraderos de Cuellar,S.A. Developpement & Partenariat Assurances, S.A. Atlantic Ferries-Tráf.Loc,Flu.e Marít,S.A. Difusão-Sociedade Imobiliária,S.A. Avenida M-40 B.V. Distrifin-Comercio y Prest.Servicios,S.A. Avenida M-40,S.A. DMJB, SGPS, S.A. Azulino Imobiliária, S.A. Dortmund Tower GmbH Bertimóvel - Sociedade Imobiliária, S.A. Dos Mares - Shopping Centre B.V. Best Offer-Prest. Inf. p/Internet,S.A. Dos Mares-Shopping Centre, S.A. Bikini, Portal de Mulheres,S.A. Ecociclo - Energia e Ambiente, S.A. Bloco Q-Sociedade Imobiliária,S.A. Ecociclo II - Energias, S.A. Bloco W-Sociedade Imobiliária,S.A. Edições Book.it, S.A. Boavista Shopping Centre BV Efanor Investimentos, SGPS, S.A. Box Lines Navegação,S.A. Efanor Serviços de Apoio à Gestão, S.A. Campo Limpo, Lda Efanor-Design e Serviços,S.A. Canasta-Empreendimentos Imobiliários,S.A. Efanor-Indústria de Fios,S.A. Carnes do Continente-Ind.Distr.Carnes,S.A. El Rosal Shopping, S.A. CarPlus – Comércio de Automóveis, S.A. Empreend.Imob.Quinta da Azenha,S.A. Casa Agrícola de Ambrães, S.A. Equador & Mendes,Lda Casa Agrícola João e A. Pombo, S.A. Espimaia -Sociedade Imobiliária,S.A. Casa da Ribeira - Hotelaria e Turismo,S.A. Estação Oriente-Gest.de Galerias Com.,S.A. Cascaishopping- Centro Comercial, S.A. Estação Viana- Centro Comercial, S.A. Cascaishopping Holding I, SGPS, S.A. Estêvão Neves-Hipermercados Madeira,S.A. Centro Colombo- Centro Comercial, S.A. Etablissement A. Mathe, S.A. Centro Residencial da Maia,Urban.,S.A. Euro Decorative Boards,Ltd Centro Vasco da Gama-Centro Comercial,S.A. Euromegantic,Lteé Change, SGPS, S.A. Euroresinas-Indústrias Quimicas,S.A. Chão Verde-Soc.Gestora Imobiliária,S.A. Finlog - Aluguer e Comércio de Automóveis, S.A. Choice Car - Comércio de Automóveis, S.A. Fozimo-Sociedade Imobiliária,S.A. Choice Car SGPS, S.A. Fozmassimo - Sociedade Imobiliária, S.A. Cia.de Industrias e Negócios,S.A. Freccia Rossa- Shopping Centre S.r.l. Cinclus Imobiliária,S.A. Friengineering International Ltda Citorres-Sociedade Imobiliária,S.A. Fundo de Invest. Imobiliário Imosede Clérigoshopping- Gestão do C.Comerc.,S.A. Fundo Invest.Imob.Shopp. Parque D.Pedro Coimbrashopping- Centro Comercial, S.A. Gaiashopping I- Centro Comercial, S.A.
Gaiashopping II- Centro Comercial, S.A. Interlog-SGPS,S.A. GHP Gmbh Inventory-Acessórios de Casa,S.A. Gli Orsi - Shopping Centre, Srl Investalentejo, SGPS, S.A. Global S-Hipermercado,Lda Invsaude - Gestão Hospitalar, S.A. Glunz AG Ipaper-Industria Papeis Impregnados,S.A. Glunz Service GmbH ISF - Imobiliário, Serviços e Participaç Glunz UK Holdings Ltd Isoroy SAS Glunz Uka Gmbh KLC Holdings XII SA Golf Time-Golfe e Invest. Turísticos, S.A. La Farga - Shopping Center, SL Guerin – Rent a Car (Dois), Lda. Larissa Develop. Of Shopping Centers, S.A. Guimarãeshopping- Centro Comercial, S.A. Lazam Corretora, Ltda. Hornitex Polska Sp z.o.o Le Terrazze - Shopping Centre S.r.l. Iberian Assets, S.A. Lembo Services Ltd (Euro) IGI-Investimento Imobiliário,S.A. Libra Serviços, Lda. Igimo-Sociedade Imobiliária,S.A. Lidergraf - Artes Gráficas, Lda. Iginha-Sociedade Imobiliária,S.A. Lima Retail Park, S.A. IM Impregnation Management GmbH Loureshopping- Centro Comercial, S.A. Imoareia - Invest. Turísticos, SGPS, S.A. Luso Assistência - Gestão de Acidentes, S.A. Imobiliária da Cacela, S.A. Luz del Tajo - Centro Comercial S.A. Imoclub-Serviços Imobilários,S.A. Luz del Tajo B.V. Imoconti- Soc.Imobiliária,S.A. Madeirashopping- Centro Comercial, S.A. Imodivor - Sociedade Imobiliária, S.A. Maiashopping- Centro Comercial, S.A. Imoestrutura-Soc.Imobiliária,S.A. Maiequipa-Gestão Florestal,S.A. Imoferro-Soc.Imobiliária,S.A. Marcas MC, ZRT Imohotel-Emp.Turist.Imobiliários,S.A. Marimo -Exploração Hoteleira Imobiliária Imomuro-Sociedade Imobiliária,S.A. Marina de Tróia S.A. Imopenínsula - Sociedade Imobiliária, S.A. Marinamagic-Expl.Cent.Lúdicos Marít,Lda Imoplamac Gestão de Imóveis,S.A. Marmagno-Expl.Hoteleira Imob.,S.A. Imoponte-Soc.Imobiliaria,S.A. Martimope - Sociedade Imobiliária, S.A. Imoresort - Sociedade Imobiliária, S.A. Marvero-Expl.Hoteleira Imob.,S.A. Imoresultado-Soc.Imobiliaria,S.A. MC Property Management S.A. Imosedas-Imobiliária e Seviços,S.A. MDS Corretor de Seguros, S.A. Imosistema-Sociedade Imobiliária,S.A. Mediterranean Cosmos Shop. Centre Investments, S.A. Imosonae II Megantic BV Impaper Europe GmbH & Co. KG MJLF-Empreendimentos Imobiliários, S.A. Implantação - Imobiliária, S.A. Modalfa-Comércio e Serviços,S.A. Infofield-Informática,S.A. Modelo - Dist.de Mat. de Construção,S.A. Inparsa - Gestão Galeria Comercial, S.A. Modelo Cont. Seguros-Soc. De Mediação, Lda Inparvi SGPS, S.A. Modelo Continente - Oper.Retalho SGPS,S.A. Insulatroia - Sociedade Imobiliária, S.A. Modelo Continente Hipermercados,S.A. Integrum-Serviços Partilhados,S.A. Modelo Continente, SGPS,S.A. Interclean, S.A. Modelo Hiper Imobiliária,S.A.
| Plaza Mayor Holding, SGPS, S.A. |
|---|
| Plaza Mayor Parque de Ócio B.V. |
| Plaza Mayor Parque de Ocio,S.A. |
| Plaza Mayor Shopping B.V. |
| Plaza Mayor Shopping, S.A. |
| Ploiesti Shopping Center (Euro) |
| Poliface Brasil, Ltda |
| Poliface North America |
| Porturbe-Edificios e Urbanizações,S.A. |
| Praedium II-Imobiliária,S.A. |
| Praedium III-Serviços Imobiliários,S.A. |
| Praedium SGPS, S.A. |
| Predicomercial-Promoção Imobiliária,S.A. |
| Prédios Privados Imobiliária,S.A. |
| Predisedas-Predial das Sedas,S.A. |
| Pridelease Investments, Ltd |
| Profimetrics - Software Solutions, S.A. |
| Proj. Sierra Germany 1 - Shop.C. GmbH |
| Proj. Sierra Germany 4 (four)-Sh.C.GmbH |
| Proj. Sierra Italy 2 - Dev.of Sh.C. Srl |
| Proj.Sierra 1 - Shopping Centre GmbH |
| Proj.Sierra Germany 2 (two)-Sh.C.GmbH |
| Proj.Sierra Germany 3 (three)-Sh.C.GmbH |
| Proj.Sierra Hold. Portugal V, SGPS,S.A. |
| Proj.Sierra Italy 1 -Shop.Centre Srl |
| Proj.Sierra Italy 2 -Dev. Of Sh.C.Srl |
| Proj.Sierra Italy 3 - Shop. Centre Srl |
| Proj.Sierra Portugal I- C.Comerc., S.A. |
| Proj.Sierra Portugal II-C.Comerc.,S.A. |
| Proj.Sierra Portugal III-C.Comerc.,S.A. |
| Proj.Sierra Portugal IV-C.Comerc.,S.A. |
| Proj.Sierra Portugal V-C.Comercial,S.A. |
| Proj.Sierra Portugal VI-C.Comercial,S.A. |
| Proj.Sierra Portugal VII - C. Comerc.,S.A. |
| Proj.Sierra Portugal VIII - C.Comerc.,S.A. |
| Project 4, Srl |
| Project SC 1 BV |
| Project SC 2 BV |
| Project Sierra 1 B.V. |
| Project Sierra 2 B.V. |
| Project Sierra 3 BV |
Project Sierra 4 BV SC-Eng. e promoção imobiliária,SGPS,S.A. Project Sierra 5 BV SCS Beheer,BV Project Sierra 6 BV Selfrio,SGPS,S.A. Project Sierra 7 BV Selfrio-Engenharia do Frio,S.A. Project Sierra Brazil 1 B.V. Selifa-Empreendimentos Imobiliários,S.A. Project Sierra Charagionis 1 S.A. Sempre à Mão - Sociedade Imobiliária,S.A. Project Sierra Germany Shop. Center 1 BV Sempre a Postos - Produtos Alimentares e Project Sierra Germany Shop. Center 2 BV Serra Shopping - Centro Comercial, S.A. Project Sierra Italy 5 Srl Sesagest-Proj.Gestão Imobiliária,S.A. Project Sierra One Srl Sete e Meio - Invest. Consultadoria, S.A. Project Sierra Spain 1 B.V. Sete e Meio Herdades-Inv. Agr. e Tur.,S.A. Project Sierra Spain 2 B.V. Shopping Centre Colombo Holding, BV Project Sierra Spain 2-Centro Comer. S.A. Shopping Centre Parque Principado B.V. Project Sierra Spain 3 B.V. Shopping Penha B.V. Project Sierra Spain 3-Centro Comer. S.A. Siaf-Soc.Iniciat.Aprov.Florestais,S.A. Project Sierra Spain 5 BV Sic Indoor - Gestão de Suportes Publicitários, S.A. Project Sierra Spain 6 B.V. Sierra Asset Management Luxemburg, Sarl Project Sierra Spain 6-Centro Comer. SA Sierra Asset Management-Gest. Activos,S.A. Project Sierra Spain 7 B.V. Sierra Brazil 1 B.V. Project Sierra Spain 7-Centro Comer. SA Sierra Charagionis Develop.Sh. Centre S.A. Project Sierra Srl Sierra Charagionis Propert.Management S.A. Project Sierra Srl Sierra Corporate Services- Ap.Gestão, S.A. Project Sierra Three Srl Sierra Corporate Services Holland, BV Project Sierra Two Srl Sierra Develop.Iberia 1, Prom.Imob.,S.A. Promessa Sociedade Imobiliária, S.A. Sierra Development Greece, S.A. Promosedas-Prom.Imobiliária,S.A. Sierra Developments Germany GmbH Prosa-Produtos e serviços agrícolas,S.A. Sierra Developments Germany Holding B.V. Publimeios-Soc.Gestora Part. Finan.,S.A. Sierra Developments Holding B.V. Racionaliz. y Manufact.Florestales,S.A. Sierra Developments Italy S.r.l. Resoflex-Mob.e Equipamentos Gestão,S.A. Sierra Developments Services Srl Resolução, SGPS, S.A. Sierra Developments Spain-Prom.C.Com.SL Rio Sul - Centro Comercial, S.A. Sierra Developments, SGPS, S.A. River Plaza Mall, Srl Sierra Developments-Serv. Prom.Imob., S.A. Rochester Real Estate,Limited Sierra Enplanta Ltda S. C. Setler Mina Srl Sierra European R.R.E. Assets Hold. B.V. S.C. Microcom Doi Srl Sierra GP Limited Saúde Atlântica - Gestão Hospitalar, S.A. Sierra Investimentos Brasil Ltda SC Aegean B.V. Sierra Investments (Holland) 1 B.V. SC Insurance Risks Services, SGPS, S.A. Sierra Investments (Holland) 2 B.V. SC Mediterraneum Cosmos B.V. Sierra Investments Holding B.V. SC-Consultadoria,S.A. Sierra Investments SGPS, S.A.
Utilidades , Lda
Sierra Italy Holding B.V. Sonae Indústria Brasil, Ltda Sierra Man.New Tech.Bus.-Serv.Comu.CC,S.A. Sonae Industria de Revestimentos,S.A. Sierra Management Germany GmbH Sonae Indústria-SGPS,S.A. Sierra Management Hellas SA Sonae International, Ltd Sierra Management II-Gestão de C.C. S.A. Sonae Investments,BV Sierra Management Italy S.r.l. Sonae Novobord (PTY) Ltd Sierra Management Portugal-Gest. CC,S.A. Sonae RE, S.A. Sierra Management Spain-Gestión C.Com.S.A. Sonae Retalho Espana-Servicios Gen.,S.A. Sierra Management, SGPS, S.A. Sonae Serviços de Gestão, S.A. Sierra Portugal Fund, Sarl Sonae SGPS, S.A. Sierra Property Management, Srl Sonae Sierra Brasil Ltda SII - Soberana Invest. Imobiliários, S.A. Sonae Sierra Brazil B.V. SIRS - Sociedade Independente de Radiodifusão Sonora, S.A. Sonae Sierra, SGPS, S.A. Sistavac-Sist.Aquecimento,V.Ar C.,S.A. Sonae Tafibra (UK),Ltd SKK-Central de Distr.,S.A. Sonae Tafibra Benelux, BV SKKFOR - Ser. For. e Desen. de Recursos Sonae Turismo Gestão e Serviços,S.A. SMP-Serv. de Manutenção Planeamento Sonae Turismo-SGPS,S.A. Soc.Inic.Aproveit.Florest.-Energias,S.A. Sonae UK,Ltd. Sociedade de Construções do Chile, S.A. Sonaecenter Serviços, SA Sociedade Imobiliária Troia - B3, S.A. Sonaegest-Soc.Gest.Fundos Investimentos Société de Tranchage Isoroy S.A.S. Sondis Imobiliária,S.A. Société des Essences Fines Isoroy Sontaria-Empreend.Imobiliários,S.A. Sociéte Industrielle et Financére Isoroy Sontel Bv Socijofra-Sociedade Imobiliária,S.A. Sontur BV Sociloures-Soc.Imobiliária,S.A. Sonvecap BV Soconstrução BV Sopair, S.A. Sodesa, S.A. Sótaqua - Soc. de Empreendimentos Turist Soflorin,BV Spanboard Products,Ltd Soira-Soc.Imobiliária de Ramalde,S.A. Spinarq,S.A. Sol Retail Park - Gestão G.Comerc., S.A. Spinveste - Promoção Imobiliária, S.A. Solaris Supermercados, S.A. Spinveste-Gestão Imobiliária SGII,S.A. Solinca III-Desporto e S.A.úde,S.A. Sport Zone-Comércio Art.Desporto,S.A. Solinca-Investimentos Turísticos,S.A. SRP Development, SA Solinfitness - Club Malaga, S.L. SRP-Parque Comercial de Setúbal, S.A. Soltroia-Imob.de Urb.Turismo de Tróia,S.A. Star-Viagens e Turismo,S.A. Somit Imobiliária,S.A. Tableros Tradema,S.L. Somit-Soc.Mad.Ind.Transformadas,S.A. Tafiber,Tableros de Fibras Ibéricas,SL Sonae Capital Brasil, Lda Tafibras Participações, S.A. Sonae Capital,SGPS,S.A. Tafisa Brasil, S.A. Sonae Center Serviçoss, SA Tafisa Canadá Societé en Commandite Sonae Financial Participations BV Tafisa Brasil, S.A. Sonae Ind., Prod. e Com.Deriv.Madeira,S.A. Tafisa Canadá Societé en Commandite
| Tafisa France, S.A. | Troia Market, SA |
|---|---|
| Tafisa UK,Ltd | Troiaresort-Investimentos Turísticos, S.A. |
| Tafisa-Tableros de Fibras, S.A. | Troiaverde-Expl.Hoteleira Imob.,S.A. |
| Taiber,Tableros Aglomerados Ibéricos,SL | Tulipamar-Expl.Hoteleira Imob.,S.A. |
| Tarkett Agepan Laminate Flooring SCS | Unipress - Centro Gráfico, Lda |
| Tavapan,S.A. | Unishopping Administradora Ltda. |
| Tecmasa Reciclados de Andalucia, SL | Unishopping Consultoria Imob. Ltda. |
| Teconologias del Medio Ambiente,S.A. | Urbisedas-Imobiliária das Sedas,S.A. |
| Textil do Marco,S.A. | Valecenter Srl |
| Tlantic Portugal-Sist. de Informação, SA | Valor N, S.A. |
| Tlantic Sistemas de Informação Ltdª | Vastgoed One - Sociedade Imobiliária, S.A. |
| Todos os Dias-Com.Ret.Expl.C.Comer.,S.A. | Vastgoed Sun - Sociedade Imobiliária, S.A. |
| Tool Gmbh | Venda Aluga-Sociedade Imobiliária,S.A. |
| Torre Colombo Ocidente-Imobiliária,S.A. | Via Catarina- Centro Comercial, S.A. |
| Torre Colombo Oriente-Imobiliária,S.A. | World Trade Center Porto, S.A. |
| Torre São Gabriel-Imobiliária,S.A. | Worten España, S.A. |
| TP - Sociedade Térmica, S.A. | Worten-Equipamento para o Lar,S.A. |
| FT Group Companies | |
|---|---|
| France Telecom, S.A. | Wirefree Services Belgium, S.A. |
This document may contain forward-looking information and statements, based on management's current expectations or beliefs. Forward-looking statements are statements that are not historical facts.
These forward-looking statements are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including, but not limited to, changes in regulation, the telecommunications industry and economic conditions; and the effects of competition. Forward-looking statements may be identified by words such as "believes", "expects", "anticipates", "projects", "intends", "should", "seeks", "estimates", "future" or similar expressions.
Although these statements reflect our current expectations, which we believe are reasonable, investors, analysts and, generally, the recipients of this document are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. You are cautioned not to put undue reliance on any forward-looking information or statements. We do not undertake any obligation to update any forward-looking information or statements.
Report available in Sonaecom's institutional website www.sonae.com
Isabel Borgas Public Relations Manager [email protected] Tel: +351 93 100 20 20
António Castro Investor Relations Manager [email protected] Tel: +351 93 100 20 99
Sonaecom SGPS, SA Rua Henrique Pousão, 432 – 7th floor 4460-841 Senhora da Hora Portugal
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