Quarterly Report • May 31, 2012
Quarterly Report
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The Consolidated Financial Information contained in this report was unaudited 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.
During 1Q12, in line with best practice in the telecoms sector, the Group changed its accounting criteria for costs related to customers' loyalty contracts. To date, these were recorded as an expense in the year they occurred. From 1 January 2012, the costs incurred for customers' loyalty contracts are capitalised and amortised over the period of their contracts. This is because it is now possible to apply a reliable cost allocation to the respective contracts, so fulfilling the criteria for capitalisation required by IAS 38. Accordingly, the 2011 results were restated to reflect this change.
| 0. Our business4 | |
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| 1. Consolidated Results | 5 |
| 2. Optimus7 |
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| 2.1. Optimus Mobile Business7 |
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| 2.1.1. Operational data8 |
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| 2.1.2. Financial data9 | |
| 2.2. Optimus wireline Business |
9 |
| 2.2.1. Operational data9 | |
| 2.2.2. Financial data 10 | |
| 3. Software and Information Systems (SSI) 11 |
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| 3.1. Operational data11 |
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| 3.2. Financial data 12 |
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| 4. Online & Media 13 |
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| 5. Main regulatory developments in 1Q12 14 |
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| 6. Main corporate developments in 1Q12 14 |
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| 7. Subsequent events 15 |
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| 8. 1Q12 Earnings Announcement Appendix16 |
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| 9. Historical Information19 | |
| 10. Financial Information |
21 |
| 10.1. Sonaecom Consolidated Financial statements21 |
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| 10.2. Notes to Consolidated Financial statements29 |
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| 10.3. Sonaecom Individual Financial statements78 |
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| 10.4. Notes to Individual Financial statements85 |
"In the first quarter of 2012, Sonaecom's performance continues to demonstrate our resilience and robustness. In particular, we would like to highlight the growth in profitability of all our businesses, with Optimus mobile achieving an EBITDA margin of 42.1%."
"… following the successful spectrum acquisition at the end of 2011, Optimus achieves yet another milestone in mobile data leadership with the announcement, in March, of its 4G mobile offer.…"
"…these results confirm our sound strategy as well as the execution capacity of Sonaecom's outstanding team…"
Ângelo Paupério, CEO of Sonaecom
At Sonaecom, the top line performance, combined with efficiencies achieved through Optimus, enabled us to achieve an EBITDA growth of 8.8%1 y.o.y., to 60.3 million euros. Following our consistent performance, cash flow generation, excluding extraordinary effects, amounted to 10.3 million euros, representing an increase of 19.8% when compared to the 8.6 million euros we achieved in the 1Q11. Also, net results rose 24.0% against last year to 17.0 million euros.
At Optimus, the focus is now on 4G services. In 1Q12, Optimus already launched its first 4G offer. During this quarter, driven by Optimus ongoing optimisation plan, our operating profitability sustained its upward trend, growing 5.6% y.o.y, to 55.4 million euros, having achieved a mobile EBITDA margin growth of 4.0pp, to 42.1%.
At Software and Information Systems (SSI) we continued to expand our international footprint. By April 2012, with the acquisition of Connectiv Solutions, WeDo Technologies ensured a solid basis in the USA with a Software as a Service (SaaS) USA operation, reinforcing its positioning in the business assurance telecoms market. Presently, WeDo Technologies has more than 150 clients in 80 countries and during the 1Q12 its international revenues represented 70.0% of its turnover.
With the ideal combination of spectrum supported over its leading edge network, Optimus will remain focused on deploying its 4G network with the emphasis on fully exploiting upcoming opportunities, enabling us to better pursue our goal of leading in mobile data.
At SSI, WeDo Technologies will focus on the USA market, one of the most important globally, now with a relevant local presence already inside some of the major national telecom players through its SaaS portfolio.
Throughout 2012, despite the clear impacts of consumer spending behaviour, we expect to continue to reinforce our competitive position.
1 Excluding the effect of the recent change, fully explained in the previous notes, EBITDA would increase 9.9% y.o.y., to 54.9 million euros.
Consolidated turnover in 1Q12 stood at 202.5 million euros, 6.2% below 1Q11, driven by a decrease of 3.5% in service revenues and a decrease of 29.8% in product sales. The negative evolution of service revenues was driven by Optimus mobile operator revenues, impacted by regulated tariffs (MTR's and Roaming in), by mobile customer revenues, impacted by Portuguese austerity environment, and by wireline customer revenues,
1Q11 Service 1Q12 Revenues Product Sales -3.5% -29.8% -6.9 -6.5 215.8 202.5
consequence of our strategic option in the residential business. Not totally off-set by the higher level of Optimus equipment sales, the negative evolution of product sales is explained by SSI division, due to Bizdirect, consequence of the end of Portuguese Government e- initiatives programme.
Operating costs decreased 11.3% between 1Q11 and 1Q12, to 144.5 million euros.
The optimisation plan carried out over the past few years is driving the creation of a leaner organisation with Optimus's ongoing efficiency measures delivering positive results across all its areas.
Between 1Q11 and 1Q12, operating costs as a percentage of turnover decreased 4.1pp.
The consolidated EBITDA increased 8.8% to 60.3 million euros, more than offsetting the consolidated top line performance. Importantly, all the business divisions evolved positively between
the two periods. Excluding the effect of the recent change in the accounting treatment of loyalty contracts acquisition costs, EBITDA would reach 54.9 million euros, increasing 9.9% when compared with the 1Q11.
The consolidated EBITDA margin increased from 25.7% to 29.8%. It should be emphasised that the 1Q12 mobile EBITDA margin stood at 42.1%.
Net results group share reached 17.0 million euros, growing 24.3% when compared to 1Q11, driven by the improved EBITDA performance.
Net financial results remained stable between the two periods despite the higher average cost of debt in the 1Q12.
The tax line in 1Q12showed a cost of 4.3 million
euros, against a cost of 3.8 million euros in 1Q11, mostly due to a higher level of EBT.
During the 1Q12, operating Capex reached 25.6 million euros. The level of investment grew 8.7% y.o.y., impacted by the mobile business. During 1Q12, Optimus continued to implement solutions enabling the reduction of mobile backhaul costs while decreasing dependency on third parties infrastructure. Also, during this quarter, Optimus launched its 4G network deployment.
Excluding the effect of the recent change in the accounting treatment of loyalty contracts acquisition costs,
operating Capex would reach 20.2 million euros, increasing 11.6% when compared with the 1Q11.
As a result of our revenues and Capex performance, operating Capex as a percentage of turnover increased between 1Q11 and 1Q12, from 10.9% to 12.6%.
Consolidated net debt reached 355.8 million euros, which compares with 269.9 million euros at the end of 2011, while increasing 9.7% against 1Q11. Driven by an improved EBITDA performance, which totally offsets the higher net debt level, the net debt to EBITDA ratio stood at 1.5x in 1Q12.
In the 1Q12, total credit facilities amounted to 544 million euros while the all-in average cost of debt reached 3.4%.
FCF stood at negative 86.5 million euros in 1Q12, impacted by (i) the outflow of 5 million euros related with the securitisation operation, (ii) the 83 million euros outflow, occurred during January, related with the spectrum acquisition, and (iii) an extraordinary effect, in the 1Q12, driven by an intra group transaction within Sonaecom, which has caused a VAT payment of approximately 8.8 million euros, that we expect to recover in the second quarter, thus, not expected to generate any impact in 2012 FCF.
Excluding these effects, 1Q12 FCF would amount to 10.3 million euros, representing an increase of 19.8% when compared to the 8.6 million euros achieved in the 1Q11 (also excluding securitisation and an extraordinary VAT payment, reimbursed in the 2Q11).
After guaranteeing, in November 2011, the ideal combination of three spectrum bands: 800Mhz, 1800Mhz and 2600Mhz, Optimus is now focused on the LTE network deployment.
The 4G technology represents a priority for Optimus, continuously dedicated to revolutionize mobile access to Internet services, to improve customer experience and to explore new opportunities in areas such as entertainment, safety, health and education. During the 1Q12, Optimus launched its first 4G offer, which gives us new arguments to sustain our strategy of leadership in mobile data.
In the 1Q12, Optimus was able to reinforce its customer base, which grew 0.1% against 1Q11, supported by the increase of the post-paid clients' base, on the back of its wide portfolio of mobile broadband, smartphones and devices and its advanced network infrastructure.
Despite the top line pressure, mobile EBITDA margin reached 42.1%, a benchmark on what regards third mobile operators in Europe, benefiting from the efficiencies being achieved through our ongoing optimisation plan.
| MOBILE OPERATIONAL KPI's | 1Q11 | 1Q12 | ∆ 12/11 | 4Q11 | q.o.q. |
|---|---|---|---|---|---|
| Customers (EOP) ('000) | 3,605.8 | 3,609.9 | 0.1% | 3,639.4 | -0.8% |
| Pre-paid Customers ('000) | 2,409.0 | 2,398.5 | -0.4% | 2,435.6 | -1.5% |
| Post-paid Customers ('000) | 1,196.8 | 1,211.3 | 1.2% | 1,203.8 | 0.6% |
| Net Additions ('000) | 1.7 | -29.5 | - | 0.8 | - |
| Data as % Service Revenues | 31.2% | 31.3% | 0.1pp | 32.8% | -1.5pp |
| Non SMS Data as % Service Revenues | 76.7% | 76.4% | -0.3pp | 75.1% | 1.3pp |
| Total #SMS/month/user | 42.2 | 40.6 | -3.9% | 44.0 | -7.8% |
| MOU(1) (min.) | 125.5 | 122.2 | -2.6% | 126.1 | -3.1% |
| ARPU(2) (euros) | 12.6 | 12.0 | -4.9% | 12.5 | -3.7% |
| Customer Monthly Bill | 11.0 | 10.6 | -3.4% | 10.9 | -2.7% |
| Interconnection | 1.7 | 1.4 | -14.5% | 1.6 | -10.6% |
| ARPM(3) (euros) | 0.10 | 0.10 | -2.3% | 0.10 | -0.7% |
(1) Minutes of Use per Customer per month; (2) Average Monthly Revenue per User; (3) Average Revenue per Minute.
Optimus' mobile customer base stood at 3.61, growing 0.1% y.o.y., despite the negative level of net adds in the quarter, reflecting mainly the end of the government's e-initiatives programme, coupled with the impact of the Portuguese austerity measures.
Importantly, the mobile customer base growth is being fuelled by the 1.2% increase in the number of contract customer.
Mobile customers' ARPU stood at 12.0 euros, decreasing 0.6 euros compared to 1Q11 on the back of lower interconnection revenues, which decreased from 1.7 euros to 1.4 euros, and a lower customer monthly bill, which decreased from 11.0 euros to 10.6 euros. MOUs decreased 2.6% y.o.y. to an average of 122 minutes per month.
Data revenues represented 31.3% of service revenues in 1Q12, improving 0.1pp compared to 1Q11, fuelled by the increased usage of mobile devices, despite the relatively modest smartphone penetration, that still represents an important growth opportunity. The weight of non-SMS related data kept almost stable between the two periods, despite the impact of the end of e-initiatives programme.
| Million euros | |||||
|---|---|---|---|---|---|
| MOBILE INCOME STATEMENT | 1Q11R(a) | 1Q12 | ∆ 12/11 | 4Q11R(a) | q.o.q. |
| Turnover | 137.4 | 131.5 | -4.3% | 140.6 | -6.5% |
| Service Revenues | 133.4 | 127.0 | -4.8% | 131.4 | -3.3% |
| Customer Revenues | 115.7 | 111.9 | -3.3% | 114.5 | -2.3% |
| Operator Revenues | 17.7 | 15.1 | -14.4% | 16.9 | -10.2% |
| Equipment Sales | 4.0 | 4.5 | 11.2% | 9.2 | -51.2% |
| Other Revenues | 8.7 | 6.8 | -21.8% | 8.0 | -15.4% |
| Operating Costs | 93.7 | 82.9 | -11.5% | 98.7 | -16.0% |
| Personnel Costs | 13.4 | 12.0 | -10.0% | 12.4 | -3.1% |
| Direct Servicing Costs(1) | 36.2 | 29.5 | -18.4% | 28.6 | 3.2% |
| Commercial Costs(2) | 16.9 | 13.6 | -19.6% | 25.7 | -47.1% |
| Other Operating Costs(3) | 27.3 | 27.8 | 2.0% | 32.1 | -13.2% |
| EBITDA | 52.4 | 55.4 | 5.6% | 49.9 | 10.9% |
| EBITDA Margin (%) | 38.1% | 42.1% | 4.0pp | 35.5% | 6.6pp |
| Operating CAPEX(4) | 17.1 | 19.8 | 16.0% | 146.7 | -86.5% |
| Operating CAPEX as % of Turnover | 12.4% | 15.1% | 2.6pp | 104.4% | -89.3pp |
| EBITDA - Operating CAPEX | 35.3 | 35.5 | 0.6% | -96.8 | - |
| Total CAPEX | 17.1 | 19.8 | 15.9% | 146.8 | -86.5% |
(1) Direct Servicing Costs = Interconnection and Content + Leased Lines + Other Network Operating Costs; (2) Commercial Costs = COGS + Mktg & Sales Costs; (3)Other Operating Costs = Outsourcing Services + G&A + Provisions + others; (4) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments;
(a) 2011 results were restated to reflect the change, from 1 January 2012, of the accounting treatment related with loyalty contracts acquisition costs, which started to be capitalized and amortized during the respective contract period.
Mobile turnover decreased 4.3% in 1Q12 to 131.5 million euros due to a combination of lower customer revenues and lower operator revenues. The customer revenues decreased 3.3% between 1Q11 and 1Q12 to 111.9 million euros showing, as already anticipated, the negative impact of the austerity context. The operator revenues decreased 14.4% between 1Q11 and 1Q12 to 15.1 million euros, consequence of lower regulated tariffs, MTRs and roaming in.
As a result of Optimus' operational efficiency plan to create a leaner organisation, mobile operating costs decreased 11.5% y.o.y. to 82.9 million euros, benefiting from:
(i) a 10.0% decrease in personnel costs; (ii) a 18.4% decrease in the level of direct servicing costs, due to a lower level of leased lines and network-related costs, as Optimus continues to reduce its dependency on rented infrastructure, and due to lower level of interconnection costs, driven by lower mobile termination rates and, (iii) a 19.6% decrease in commercial costs, mostly due to advertising costs.
Mobile EBITDA increased 5.6% y.o.y. to 55.4 million euros, driven mostly by a 11.5% decrease in operating costs. The EBITDA margin reached 42.1% in 1Q12 against 38.1% in 1Q11, an increase of 4.0pp.
Despite the increase of 16.0% in operating Capex, mobile EBITDA-operating Capex continued its positive pace. Between the two quarters under analysis, EBITDA-operating Capex grew from 35.3 million euros in 1Q11 to 35.5 million euros in 1Q12, up by 0.6% y.o.y..
Excluding the effect of the recent change in the accounting treatment of loyalty contracts acquisition costs, mobile EBITDA would reach 50.5 million euros, increasing 5.4% when compared with the 1Q11. Also, operating Capex would reach 15.0 million euros, increasing 18.9% when compared with the 1Q11.
In the 1Q12, Optimus continued to succeed in the corporate and SMEs segment, supported on its integrated and convergent offers.
During 2011 and the beginning of 2012, important improvements were introduced in the product portfolio, differentiating Optimus while strengthening its position in the business segment.
| WIRELINE OPERATIONAL KPI's | 1Q11 | 1Q12 | ∆ 12/11 | 4Q11 | q.o.q. |
|---|---|---|---|---|---|
| Total Accesses | 399,011 | 363,965 | -8.8% | 375,826 | -3.2% |
| Corporate and SMEs | 152,645 | 155,246 | 1.7% | 158,449 | -2.0% |
| PTSN/RDIS | 108,916 | 111,136 | 2.0% | 113,643 | -2.2% |
| Broadband | 36,763 | 33,545 | -8.8% | 34,681 | -3.3% |
| Other & Data | 6,966 | 10,565 | 51.7% | 10,125 | 4.3% |
| Residential | 246,366 | 208,719 | -15.3% | 217,377 | -4.0% |
| PTSN/RDIS | 120,181 | 94,059 | -21.7% | 100,254 | -6.2% |
| Broadband | 94,673 | 78,017 | -17.6% | 81,654 | -4.5% |
| TV | 31,512 | 36,643 | 16.3% | 35,469 | 3.3% |
| Average Revenue per Access - Retail | 24.1 | 23.0 | -4.6% | 22.5 | 2.3% |
The Corporate and SMEs segment continued to increase its presence in the market, with the number of accesses increasing from 153 thousand to 155 thousand, growing 1.7% between 1Q11 and 1Q12.
However, the number of total accesses decreased 8.8% y.o.y. to 364 thousand accesses, driven entirely by the decrease of 15.3% in the residential segment, also impacted by the decision to abandon residential customer acquisition through the incumbent's infrastructure, namely through ULL, implemented one year ago.
Million euros
| WIRELINE INCOME STATEMENT | 1Q11R(a) | 1Q12 | ∆ 12/11 | 4Q11R(a) | q.o.q. |
|---|---|---|---|---|---|
| Turnover | 54.7 | 53.4 | -2.3% | 56.9 | -6.2% |
| Service Revenues | 54.6 | 52.4 | -4.0% | 54.9 | -4.5% |
| Customer Revenues | 27.7 | 24.0 | -13.5% | 24.6 | -2.5% |
| Operator Revenues | 26.9 | 28.4 | 5.7% | 30.3 | -6.0% |
| Equipment Sales | 0.1 | 1.0 | - | 2.0 | -51.5% |
| Other Revenues | 0.1 | 0.2 | 76.0% | 0.3 | -47.3% |
| Operating Costs | 52.3 | 50.5 | -3.5% | 54.3 | -6.9% |
| Personnel Costs | 0.7 | 1.0 | 39.9% | 0.8 | 16.4% |
| Direct Servicing Costs(1) | 37.5 | 37.3 | -0.6% | 39.7 | -6.1% |
| Commercial Costs(2) | 3.0 | 3.6 | 21.5% | 5.2 | -30.1% |
| Other Operating Costs(3) | 11.1 | 8.7 | -22.3% | 8.6 | 0.9% |
| EBITDA | 2.5 | 3.1 | 24.6% | 3.0 | 3.4% |
| EBITDA Margin (%) | 4.5% | 5.7% | 1.2pp | 5.2% | 0.5pp |
| Operating CAPEX(4) | 5.6 | 4.3 | -24.5% | 7.9 | -46.5% |
| Operating CAPEX as % of Turnover | 10.3% | 8.0% | -2.3pp | 14.0% | -6.0pp |
| EBITDA - Operating CAPEX | -3.2 | -1.2 | 62.4% | -5.0 | 76.0% |
| Total CAPEX | 5.6 | 4.3 | -24.5% | 7.9 | -46.5% |
(1) Direct Servicing Costs = Interconnection and Content + Leased Lines + Other Network Operating Costs; (2) Commercial Costs = COGS + Mktg & Sales Costs; (3) Other Operating Costs = Outsourcing Services + G&A + Provisions + others; (4) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments;
(a) 2011 results were restated to reflect the change, from 1 January 2012, of the accounting treatment related with loyalty contracts acquisition costs, which started to be capitalized and amortized during the respective contract period.
Wireline turnover decreased 2.3% y.o.y. to 53.4 million euros driven entirely by a reduction of 13.5% in the level of customer revenues, as operator revenues grew 5.7% y.o.y. to 28.4 million euros. This last was driven by an increase in the traffic level, despite the decrease in wholesale traffic prices.
Wireline operating costs decreased 3.5% y.o.y. to 50.5 million euros. Direct servicing costs decreased 0.6% y.o.y., mostly as a result of the reduction in the number of ULL accesses. Commercial costs increased 21.5%, while other operating costs decreased 22.3%, benefiting from a lower level of provisions.
As a result of our revenue and cost performance, the 1Q12 wireline EBITDA increased 24.6% y.o.y., reaching 3.1 million euros. The EBITDA margin increased from 4.5% to 5.7%, growing 1.2pp y.o.y..
EBITDA-Operating CAPEX improved 62.4%, between the two periods, reaching negative 1.2 million euros, supported by a higher EBITDA and a more capital light approach.
Excluding the effect of the recent change in the accounting treatment of loyalty contracts acquisition costs, wireline EBITDA would reach 2.5 million euros, increasing 67.8% when compared to 1Q11. Also, operating Capex would reach 3.7 million euros, decreasing 20.6% when compared with 1Q11.
Our SSI area, created in the end of 2002, includes currently four companies: WeDo Technologies, Mainroad, Bizdirect and Saphety.
WeDo Technologies, SSI's largest company in terms of service revenues, continued to increase its international footprint while focusing on the acquisition of new projects in the business assurance market. Presently, WeDo Technologies has more than 150 clients in 80 countries. During 1Q12, its international revenues represented 70.0% of its turnover, growing 1.9% when compared to 1Q11.
Mainroad, specialising in IT management, security and business continuity, was able to increase its service revenues by 1.2% and more than doubling its EBITDA between 1Q11 and 1Q12, despite challenging market conditions.
Bizdirect, affected by the end of the e-initiatives programme, presented a top line decline of more than 50%. However, the company strengthened its position as a leading player in multi-brand IT solutions, supported by partnerships with the market's main manufacturers and by the management of corporate software licensing contracts.
Saphety, not only strengthened its position as a leading player in solutions for simplifying and automating processes in the domestic market, but also increased its customer base internationally, with international revenues already representing 19.6% of total turnover.
| SSI OPERATIONAL KPI's | 1Q11 | 1Q12 | ∆ 12/11 | 4Q11 | q.o.q. |
|---|---|---|---|---|---|
| IT Service Revenues/Employee(1) ('000 euros) | 32.6 | 33.0 | 1.3% | 37.4 | -11.7% |
| Equipment Sales as % Turnover | 45.9% | 26.3% | -19.5pp | 21.5% | 4.9pp |
| Equipment Sales/Employee(2) ('000 euros) | 604.5 | 303.9 | -49.7% | 257.5 | 18.0% |
| EBITDA/Employee ( '000 euros) | 3.4 | 4.3 | 28.2% | 6.6 | -35.3% |
| Employees | 572 | 561 | -1.9% | 550 | 2.0% |
(1) Excluding employees dedicated to Equipment Sales; (2) Bizdirect.
IT service revenues per employee reached 33.0 thousand euros in 1Q12, 1.3% above 1Q11, mostly due to a decrease of 1.9% in SSI's total headcount to 561 employees, mostly at WeDo Technologies.
Equipment sales as percentage of turnover decreased y.o.y. from 45.9% to 26.3%, driven mainly by the end of the einitiatives programme, which dragged down the level of Bizdirect laptop sales.
| SSI CONSOLIDATED INCOME STATEMENT | 1Q11 | 1Q12 | ∆ 12/11 | 4Q11 | q.o.q. |
|---|---|---|---|---|---|
| Turnover | 33.0 | 24.2 | -26.5% | 25.2 | -3.8% |
| Service Revenues | 17.8 | 17.8 | 0.0% | 19.8 | -9.8% |
| Equipment Sales | 15.1 | 6.4 | -57.8% | 5.4 | 18.0% |
| Other Revenues | 0.2 | 0.5 | - | 0.3 | 96.2% |
| Operating Costs | 31.2 | 22.4 | -28.4% | 21.8 | 2.5% |
| Personnel Costs | 7.6 | 7.1 | -6.1% | 5.9 | 19.7% |
| Commercial Costs(1) | 15.1 | 6.5 | -56.8% | 5.8 | 13.0% |
| Other Operating Costs(2) | 8.5 | 8.7 | 2.2% | 10.1 | -13.8% |
| EBITDA | 1.9 | 2.4 | 25.5% | 3.7 | -34.1% |
| EBITDA Margin (%) | 5.8% | 9.9% | 4.1pp | 14.5% | -4.6pp |
| Operating CAPEX(3) | 0.9 | 0.8 | -10.8% | 0.9 | -16.9% |
| Operating CAPEX as % of Turnover | 2.6% | 3.2% | 0.6pp | 3.7% | -0.5pp |
| EBITDA - Operating CAPEX | 1.1 | 1.6 | 55.0% | 2.7 | -39.9% |
| Total CAPEX | 0.9 | 0.8 | -10.8% | 0.9 | -16.9% |
(1) Commercial Costs = COGS + Mktg & Sales; (2) Other Operating Costs = Outsourcing Services + G&A + Provisions + others; (3) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.
SSI turnover decreased y.o.y. by 26.5% to 24.2 million euros, impacted by the 57.8% drop in equipment sales, due to the end of e-initiatives programme. Despite the economic environment, the service revenues evolution was neutral between 1Q11 and 1Q12.
SSI operating costs decreased y.o.y. by 28.4% to 22.4 million euros. The 56.8% decrease in the level of commercial costs is mostly a direct result of the lower cost of goods sold level at Bizdirect. Personnel costs decreased 6.1% between 1Q11 and 1Q12 due to the lower number of employees. The increase in other operating costs relates mainly to higher outsourcing costs.
During 1Q12, SSI EBITDA reached 2.4 million euros, increasing 25.5% compared to 1Q11. The lower level of operating costs base was the driver of this evolution. As a result of (i) the lower equipment sales and (ii) the decrease in operating costs at SSI, the EBITDA margin increased y.o.y. from 5.8% to 9.9%, up 4.1pp.
Sonaecom's Online & Media business comprises a set of additional businesses such as Miau.pt and Público. Público is a leading Portuguese daily newspaper with a history dating back 22 years; while Público.pt is a leading player in the Portuguese online press sector.
Público has been recurrently wining several awards recognising the excellence and quality of its online and offline content and design.
As one of the pioneers of digital information in Portugal, Público.pt has been online since 1995. During 1Q12, the site strengthened its leadership position against its direct competitors in the general online information segment, registering significant improvements in the ratings. According to Netscope, Público.pt had an average of 9.7 million unique visitors per month during the 1Q12, placing it in the top of Portugal's online newspaper rankings. Also, as regards the number of page views, Público.pt performed a positive evolution between the 1Q11 and 1Q12, thus reducing the gap against the market leader.
Consistently, Público is also a clear leader on the social networks, exceeding 250 thousand followers on Facebook.
Overall, the newspaper continues to increase its readership, online and offline. The challenge of monetising an unprecedented growth in the number of readers is being addressed by the gradual launch of paid content, available not only through the computer but also through dedicated applications designed for smartphones and tablets.
However, the market dynamic in the daily generalist printed press sector is going through very challenging times both in terms of circulation and advertising figures. Nevertheless, Público was able to improve its audience percentage from 4.5% to 5.0% between 1Q11 and 1Q12 (source: Bareme Imprensa).
As for financial performance, the considerably lower level of advertising sales against the negative macroeconomic backdrop has inevitably impacted the Online & Media EBITDA. Nonetheless, in the 1Q12, EBITDA kept almost stable versus the 1Q11, at negative 0.80 million euros.
ICP-Anacom notified the European Commission on a draft decision on MTRs, including a glide path starting on 30 April. The initial draft decision, published on October 2011, foresaw a decrease from 1 February 2012 and presented slight smaller prices (0.02 eurocents):
| ICP-Anacom draft decision - October 2011 | ICP-Anacom draft decision - March 2012 | ||
|---|---|---|---|
| MTR's/€ | MTR's/€ | ||
| Current price | 0.035 | Current price | 0.035 |
| 1 February 2012 | 0.0275 | 30 April 2012 | 0.0277 |
| 1 May 2012 | 0.0225 | 30 June 2012 | 0.0227 |
| 1 August 2012 | 0.0175 | 30 September 2012 | 0.0177 |
| 1 November 2012 | 0.0125 | 30 December 2012 | 0.0127 |
According to ICP- ANACOM, the date changes were consequence of a delay during the consultation process due to the subject complexity and the slight increase on prices was due to an update of inflation for 2012.
ICP-ANACOM has published a public consultation on the review of markets 4 (wholesale network infrastructure access) and 5 (wholesale broadband access) analysis. Regarding market 4, a new obligation to provide fiber access (virtual access) is to be imposed nationwide, with the exception of 17 municipalities. As for market 5, the regulator maintains the geographical segmentation between competitive and non-competitive areas, based on the conclusion that no significant changes were identified in the competitive environment across these areas to justify a regulatory adjustment. As such, the obligation to provide a bitstream offer solely in non-competitive areas is held. In addition, multicasting may be imposed, depending on explicit interest by alternative providers and economic feasibility, the regulator also decided not to include fibre in bitstream obligations, justifying this decision with the lack of fibre investment by the incumbent in non-competitive areas.
In accordance with the authorisations granted by the Shareholders' General Meeting and for the purpose of fulfilling the obligations arising from the employees' Medium Term Incentive Plan, Sonaecom purchased between 12 and 30 March 2012, through the Euronext Lisbon Stock Exchange, a total of 722,271 shares representing approximately 0.20% of its share capital. As of 31 March 2012, Sonaecom held 5,020,529 own shares, representing 1.37% of its share capital.
Sonaecom shareholders have decided, at the Company's Annual General Meeting held on 27 April 2012:
It was also approved that, as it is not possible to determine the exact number of own shares that will be held by the Company on the above payment date, without limiting the Company's capacity to transact shares in the meantime, for clarification purposes:
On 2 May 2012, ICP-Anacom released the final decision on MTRs. This decision foresaw a decrease from 7 May 2012.
| ICP-Anacom final decision - 2 May 2012 | ||||||
|---|---|---|---|---|---|---|
| MTR's/€ | ||||||
| Current price | 0.035 | |||||
| 7 May 2012 | 0.0277 | |||||
| 30 June 2012 | 0.0227 | |||||
| 30 September 2012 | 0.0177 | |||||
| 30 December 2012 | 0.0127 |
This final decision follows the European Commission statement of 26 April 2012, which did not include any comment to ICP-Anacom's draft proposal.
| Million euros | |||||
|---|---|---|---|---|---|
| CONSOLIDATED INCOME STATEMENT | 1Q11R(a) | 1Q12 | ∆ 12/11 | 4Q11R(a) | q.o.q. |
| Turnover | 215.8 | 202.5 | -6.2% | 213.3 | -5.1% |
| Mobile | 137.4 | 131.5 | -4.3% | 140.6 | -6.5% |
| Wireline | 54.7 | 53.4 | -2.3% | 56.9 | -6.2% |
| SSI | 33.0 | 24.2 | -26.5% | 25.2 | -3.8% |
| Other & Eliminations | -9.2 | -6.6 | 27.8% | -9.3 | 28.8% |
| Other Revenues | 2.4 | 2.3 | -2.2% | 2.5 | -7.3% |
| Operating Costs | 162.8 | 144.5 | -11.3% | 160.7 | -10.1% |
| Personnel Costs | 24.3 | 22.0 | -9.5% | 21.4 | 3.0% |
| Direct Servicing Costs(1) | 64.4 | 58.7 | -8.9% | 59.5 | -1.3% |
| Commercial Costs(2) | 35.5 | 25.6 | -27.9% | 37.2 | -31.2% |
| Other Operating Costs(3) | 38.5 | 38.2 | -0.9% | 42.6 | -10.5% |
| EBITDA | 55.4 | 60.3 | 8.8% | 55.2 | 9.3% |
| EBITDA Margin (%) | 25.7% | 29.8% | 4.1pp | 25.9% | 3.9pp |
| Mobile | 52.4 | 55.4 | 5.6% | 49.9 | 10.9% |
| Wireline | 2.5 | 3.1 | 24.6% | 3.0 | 3.4% |
| SSI | 1.9 | 2.4 | 25.5% | 3.7 | -34.1% |
| Other & Eliminations | -1.4 | -0.5 | 62.5% | -1.3 | 61.6% |
| Depreciation & Amortization | 35.7 | 36.8 | 3.1% | 42.9 | -14.2% |
| EBIT | 19.7 | 23.5 | 19.2% | 12.3 | 90.9% |
| Net Financial Results | -2.3 | -2.3 | -2.2% | -2.1 | -11.9% |
| Financial Income | 1.5 | 2.2 | 45.7% | 3.1 | -30.0% |
| Financial Expenses | 3.7 | 4.5 | 19.4% | 5.1 | -13.2% |
| EBT | 17.5 | 21.2 | 21.4% | 10.3 | 106.8% |
| Tax results | -3.8 | -4.3 | -11.9% | -4.7 | 10.1% |
| Net Results | 13.7 | 17.0 | 24.0% | 5.5 | - |
| Group Share | 13.7 | 17.0 | 24.3% | 5.5 | - |
| Attributable to Non-Controlling Interests | 0.0 | 0.0 | - | 0.0 | - |
(1) Direct Servicing Costs = Interconnection and Content + Leased Lines + Other Network Operating Costs; (2) Commercial Costs = COGS + Mktg & Sales Costs; (3)OtherOperating Costs= Outsourcing Services +G&A+ Provisions +others;
(a) 2011results were restated to reflect the change, from 1January 2012,ofthe accounting treatment relatedwith loyalty contracts acquisition costs, which started to be capitalized and amortized during the respective contract period.
| Million euros | |||||
|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEET | 1Q11R(a) | 1Q12 | ∆ 12/11 | 4Q11R(a) | q.o.q. |
| Total Net Assets | 1,871.2 | 1898.9 | 1.5% | 2,037.5 | -6.8% |
| Non Current Assets | 1,503.3 | 1,582.0 | 5.2% | 1,598.0 | -1.0% |
| Tangible and Intangible Assets | 870.4 | 961.1 | 10.4% | 972.5 | -1.2% |
| Goodwill | 526.1 | 521.1 | -1.0% | 521.1 | 0.0% |
| Investments | 0.2 | 0.2 | 1.7% | 0.2 | 0.0% |
| Deferred Tax Assets | 106.4 | 99.3 | -6.7% | 103.9 | -4.4% |
| Others | 0.2 | 0.3 | 43.3% | 0.3 | 14.2% |
| Current Assets | 368.0 | 316.9 | -13.9% | 439.5 | -27.9% |
| Trade Debtors | 106.2 | 107.4 | 1.1% | 146.1 | -26.5% |
| Liquidity | 100.8 | 99.9 | -0.9% | 189.4 | -47.2% |
| Others | 160.9 | 109.6 | -31.9% | 104.0 | 5.4% |
| Shareholders' Funds | 1,001.0 | 1,052.8 | 5.2% | 1,034.4 | 1.8% |
| Group Share | 1,000.5 | 1052.4 | 5.2% | 1,033.9 | 1.8% |
| Non-Controlling Interests | 0.5 | 0.4 | -25.2% | 0.5 | -28.4% |
| Total Liabilities | 870.3 | 846.1 | -2.8% | 1,003.1 | -15.6% |
| Non Current Liabilities | 458.9 | 399.3 | -13.0% | 441.9 | -9.6% |
| Bank Loans | 363.2 | 289.6 | -20.3% | 320.2 | -9.6% |
| Provisions for Other Liabilities and Charges | 33.6 | 47.5 | 41.2% | 48.5 | -2.2% |
| Others | 62.1 | 62.2 | 0.2% | 73.2 | -14.9% |
| Current Liabilities | 411.4 | 446.8 | 8.6% | 561.2 | -20.4% |
| Bank Loans | 41.1 | 143.3 | - | 118.4 | 21.0% |
| Trade Creditors | 146.6 | 134.4 | -8.3% | 172.6 | -22.2% |
| Others | 223.7 | 169.1 | -24.4% | 270.2 | -37.4% |
| Operating CAPEX(1) | 23.5 | 25.6 | 8.7% | 156.3 | -83.6% |
| Operating CAPEX as % of Turnover | 10.9% | 12.6% | 1.7pp | 73.3% | -60.6pp |
| Total CAPEX | 23.5 | 25.6 | 8.6% | 156.3 | -83.6% |
| EBITDA - Operating CAPEX | 31.9 | 34.7 | 8.9% | -101.1 | - |
| Operating Cash Flow(2) | -25.3 | -76.3 | - | 16.6 | 0.0% |
| FCF(3) | -35.2 | -86.5 | -145.6% | 10.2 | - |
| Gross Debt | 425.1 | 455.7 | 7.2% | 459.2 | -0.8% |
| Net Debt | 324.3 | 355.8 | 9.7% | 269.9 | 31.8% |
| Net Debt/ EBITDA last 12 months | 1.5 x | 1.5 x | 0.0x | 1.1 x | 0.3x |
| EBITDA/Interest Expenses(4) (last 12 months) | 15.0 x | 15.3 x | 0.3x | 15.3 x | -0.1x |
| Debt/Total Funds (Debt + Shareholders' Funds) | 29.8% | 30.2% | 0.4pp | 30.7% | -0.5pp |
| Excluding the Securitisation Transaction: | |||||
| Net Debt | 378.6 | 387.6 | 2.4% | 309.5 | 25.2% |
| Net Debt/ EBITDA last 12 months | 1.7 x | 1.6 x | -0.1x | 1.3 x | 0.3x |
| EBITDA/Interest Expenses(4) (last 12 months) | |||||
| 15.0 x | 15.3 x | 0.3x | 15.3 x | -0.1x |
(1) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments; (2) Operating Cash Flow = EBITDA - Operating CAPEX - Change in WC -Non Cash item & Other; (3) FCF Levered after Financial Expenses but before Capital Flows and Financing related up-front Costs; (4)Interest Cover;
(a) 2011 results were restated to reflect the change, from 1 January 2012, of the accounting treatment related with loyalty contracts acquisition costs, which started to be capitalized and amortized during the respective contract period.
| Million euros | |||||
|---|---|---|---|---|---|
| LEVERED FREE CASH FLOW | 1Q11 | 1Q12 | ∆ 12/11 | 4Q11 | q.o.q. |
| EBITDA-Operating CAPEX | 31.9 | 34.7 | 8.9% | -101.1 | - |
| Change in WC | -58.7 | -109.5 | -86.6% | 98.7 | - |
| Non Cash Items & Other | 1.4 | -1.6 | - | 18.9 | - |
| Operating Cash Flow | -25.3 | -76.3 | - | 16.6 | - |
| Securitisation Transaction | -5.0 | -5.0 | 0.0% | -5.0 | 0.0% |
| Own shares | -2.2 | -0.7 | 66.8% | 0.0 | - |
| Financial results | -1.9 | -3.2 | -65.8% | -0.4 | - |
| Income taxes | -0.7 | -1.2 | -71.8% | -0.9 | -32.3% |
| FCF | -35.2 | -86.5 | -145.6% | 10.2 | - |
| Sonaecom | 1Q11 | 1Q12 | ∆ 12/11 | 4Q11 | q.o.q. |
|---|---|---|---|---|---|
| Total Employees | 2,074 | 2,011 | -3.0% | 2,016 | -0.2% |
| Shared Services and Corporate Centre | 141 | 137 | -2.8% | 140 | -2.1% |
| Telecommunications | 1,100 | 1,061 | -3.5% | 1,074 | -1.2% |
| SSI | 572 | 561 | -1.9% | 550 | 2.0% |
| Online & Media | 261 | 252 | -3.4% | 252 | 0.0% |
| Million euros | |||||
|---|---|---|---|---|---|
| OPTIMUS INCOME STATEMENT | 1Q11R(a) | 1Q12 | ∆ 12/11 | 4Q11R(a) | q.o.q. |
| Turnover | 182.8 | 176.7 | -3.3% | 188.6 | -6.3% |
| Service Revenues | 178.7 | 171.3 | -4.1% | 177.4 | -3.4% |
| Customer Revenues | 143.0 | 135.4 | -5.3% | 138.7 | -2.3% |
| Operator Revenues | 35.7 | 35.8 | 0.5% | 38.7 | -7.4% |
| Equipment Sales | 4.1 | 5.5 | 32.9% | 11.2 | -51.5% |
| Other Revenues | 3.2 | 2.6 | -17.3% | 2.8 | -6.4% |
| Operating Costs | 131.1 | 120.9 | -7.7% | 138.5 | -12.7% |
| Personnel Costs | 14.0 | 13.0 | -7.4% | 13.2 | -1.8% |
| Direct Servicing Costs(1) | 64.3 | 58.5 | -9.0% | 59.3 | -1.5% |
| Commercial Costs(2) | 19.9 | 17.2 | -13.5% | 30.8 | -44.3% |
| Other Operating Costs(3) | 32.9 | 32.3 | -1.8% | 35.1 | -8.1% |
| EBITDA | 54.9 | 58.4 | 6.4% | 52.9 | 10.4% |
| EBITDA Margin (%) | 30.0% | 33.1% | 3.0pp | 28.0% | 5.0pp |
| Operating CAPEX(4) | 22.8 | 25.5 | 11.9% | 155.0 | -83.6% |
| Operating CAPEX as % of Turnover | 12.5% | 14.4% | 2.0pp | 82.2% | -67.7pp |
| EBITDA - Operating CAPEX | 32.1 | 32.9 | 2.5% | -102.1 | - |
| Total CAPEX | 22.8 | 25.5 | 11.7% | 155.0 | -83.6% |
(1) Direct Servicing Costs = Interconnection and Content + Leased Lines + Other Network Operating Costs; (2) Commercial Costs = COGS + Mktg & Sales Costs; (3) Other Operating Costs = Outsourcing Services + G&A + Provisions + others; (4) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments;
(a) 2011 results were restated to reflect the change, from 1 January 2012, of the accounting treatment related with loyalty contracts acquisition costs, which started to be capitalized and amortized during the respective contract period.
| Million euros | |||||
|---|---|---|---|---|---|
| CONSOLIDATED INCOME STATEMENT | 1Q11R | 2Q11R | 3Q11R | 4Q11R | 2011R |
| Turnover | 215.8 | 209.6 | 224.9 | 213.3 | 863.6 |
| Other Revenues | 2.4 | 2.0 | 2.0 | 2.5 | 8.8 |
| Operating Costs | 162.8 | 149.6 | 163.9 | 160.7 | 637.0 |
| Personnel Costs | 24.3 | 22.9 | 23.8 | 21.4 | 92.4 |
| Direct Servicing Costs(1) | 64.4 | 60.1 | 63.2 | 59.5 | 247.2 |
| Commercial Costs(2) | 35.5 | 27.7 | 38.1 | 37.2 | 138.4 |
| Other Operating Costs(3) | 38.5 | 38.9 | 38.9 | 42.6 | 158.9 |
| EBITDA | 55.4 | 61.9 | 62.9 | 55.2 | 235.5 |
| EBITDA Margin (%) | 25.7% | 29.6% | 28.0% | 25.9% | 27.3% |
| Depreciation & Amortization | 35.7 | 37.2 | 37.6 | 42.9 | 153.3 |
| EBIT | 19.7 | 24.7 | 25.4 | 12.3 | 82.2 |
| Net Financial Results | -2.3 | -2.5 | -2.1 | -2.1 | -8.9 |
| Financial Income | 1.5 | 1.7 | 2.3 | 3.1 | 8.6 |
| Financial Expenses | 3.7 | 4.2 | 4.4 | 5.1 | 17.5 |
| EBT | 17.5 | 22.2 | 23.3 | 10.3 | 73.3 |
| Tax results | -3.8 | -4.1 | 1.7 | -4.7 | -11.0 |
| Net Results | 13.7 | 18.1 | 25.0 | 5.5 | 62.3 |
| Group Share | 13.7 | 18.1 | 25.0 | 5.5 | 62.3 |
| Attributable to Non-Controlling Interests | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Operating CAPEX(4) | 23.5 | 30.2 | 28.4 | 156.3 | 238.3 |
| Total CAPEX | 23.5 | 30.2 | 28.4 | 156.3 | 238.5 |
(1) Direct Servicing Costs = Interconnection and Content + Leased Lines + Other Network Operating Costs; (2) Commercial Costs = COGS + Mktg & Sales Costs; (3) Other Operating Costs = Outsourcing Services + G&A + Provisions + others; (4) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.
| Million euros | |||||
|---|---|---|---|---|---|
| CONSOLIDATED BALANCESHEET | 1Q11R | 2Q11R | 3Q11R | 4Q11R | 2011R |
| Total Net Assets | 1,871.2 | 1,853.4 | 1,927.4 | 2,037.5 | 2,037.5 |
| Non Current Assets | 1,503.3 | 1,493.3 | 1,486.0 | 1,598.0 | 1,598.0 |
| Tangible and Intangible Assets | 870.4 | 863.3 | 853.9 | 972.5 | 972.5 |
| Goodwill | 526.1 | 526.1 | 526.1 | 521.1 | 521.1 |
| Investments | 0.2 | 0.2 | 0.2 | 0.2 | 0.2 |
| Deferred Tax Assets | 106.4 | 103.5 | 105.4 | 103.9 | 103.9 |
| Others | 0.2 | 0.3 | 0.3 | 0.3 | 0.3 |
| Current Assets | 368.0 | 360.1 | 441.4 | 439.5 | 439.5 |
| Trade Debtors | 106.2 | 109.5 | 133.2 | 146.1 | 146.1 |
| Liquidity | 100.8 | 126.1 | 183.0 | 189.4 | 189.4 |
| Others | 160.9 | 124.4 | 125.2 | 104.0 | 104.0 |
| Shareholders' Funds | 1,001.0 | 1,002.5 | 1,028.1 | 1,034.4 | 1,034.4 |
| Group Share | 1,000.5 | 1,002.1 | 1,027.6 | 1,033.9 | 1,033.9 |
| Non-Controlling Interests | 0.5 | 0.5 | 0.5 | 0.5 | 0.5 |
| Total Liabilities | 870.3 | 850.9 | 899.3 | 1,003.1 | 1,003.1 |
| Non Current Liabilities | 458.9 | 460.9 | 405.1 | 441.9 | 441.9 |
| Bank Loans | 363.2 | 370.2 | 319.1 | 320.2 | 320.2 |
| Provisions for Other Liabilities and Charges | 33.6 | 34.2 | 34.5 | 48.5 | 48.5 |
| Others | 62.1 | 56.5 | 51.5 | 73.2 | 73.2 |
| Current Liabilities | 411.4 | 390.0 | 494.2 | 561.2 | 561.2 |
| Bank Loans | 41.1 | 30.3 | 121.9 | 118.4 | 118.4 |
| Trade Creditors | 146.6 | 143.7 | 155.8 | 172.6 | 172.6 |
| Others | 223.7 | 216.0 | 216.5 | 270.2 | 270.2 |
| Million euros | |||||
|---|---|---|---|---|---|
| OPTIMUS MOBILE INCOME STATEMENT | 1Q11R | 2Q11R | 3Q11R | 4Q11R | 2011R |
| Turnover | 137.4 | 142.9 | 149.8 | 140.6 | 570.7 |
| Other Revenues | 8.7 | 8.3 | 7.2 | 8.0 | 32.2 |
| Operating Costs | 93.7 | 93.7 | 98.2 | 98.7 | 384.3 |
| Personnel Costs | 13.4 | 12.5 | 12.8 | 12.4 | 51.0 |
| Direct Servicing Costs(1) | 36.2 | 33.8 | 32.3 | 28.6 | 130.9 |
| Commercial Costs(2) | 16.9 | 19.7 | 25.1 | 25.7 | 87.3 |
| Other Operating Costs(3) | 27.3 | 27.8 | 28.0 | 32.1 | 115.1 |
| EBITDA | 52.4 | 57.5 | 58.8 | 49.9 | 218.6 |
| EBITDA Margin (%) | 38.1% | 40.2% | 39.2% | 35.5% | 38.3% |
| Operating CAPEX(4) | 17.1 | 23.0 | 23.7 | 146.7 | 210.5 |
| Total CAPEX | 17.1 | 23.0 | 23.8 | 146.8 | 210.7 |
(1) Direct Servicing Costs = Interconnection and Content + Leased Lines + Other Network Operating Costs; (2) Commercial Costs = COGS + Mktg & Sales Costs; (3) Other Operating Costs = Outsourcing Services + G&A + Provisions + others; (4) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.
| Million euros | |||||
|---|---|---|---|---|---|
| OPTIMUS WIRELINE INCOME STATEMENT | 1Q11R | 2Q11R | 3Q11R | 4Q11R | 2011R |
| Turnover | 54.7 | 52.2 | 56.6 | 56.9 | 220.4 |
| Other Revenues | 0.1 | 0.3 | 0.3 | 0.3 | 1.0 |
| Operating Costs | 52.3 | 48.9 | 52.9 | 54.3 | 208.4 |
| Personnel Costs | 0.7 | 0.7 | 0.6 | 0.8 | 2.8 |
| Direct Servicing Costs(1) | 37.5 | 35.5 | 40.1 | 39.7 | 152.8 |
| Commercial Costs(2) | 3.0 | 2.0 | 2.0 | 5.2 | 12.1 |
| Other Operating Costs(3) | 11.1 | 10.7 | 10.2 | 8.6 | 40.6 |
| EBITDA | 2.5 | 3.7 | 3.9 | 3.0 | 13.0 |
| EBITDA Margin (%) | 4.5% | 7.0% | 6.9% | 5.2% | 5.9% |
| Operating CAPEX(4) | 5.6 | 6.2 | 3.6 | 7.9 | 23.4 |
| Total CAPEX | 5.6 | 6.2 | 3.6 | 7.9 | 23.4 |
(1) Direct Servicing Costs = Interconnection and Content + Leased Lines + Other Network Operating Costs; (2) Commercial Costs = COGS + Mktg & Sales Costs; (3) Other Operating Costs = Outsourcing Services + G&A + Provisions + others; (4) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.
| Million euros | |||||
|---|---|---|---|---|---|
| OPTIMUS INCOME STATEMENT | 1Q11R | 2Q11R | 3Q11R | 4Q11R | 2011R |
| Turnover | 182.8 | 186.2 | 197.2 | 188.6 | 754.7 |
| Other Revenues | 3.2 | 2.9 | 2.6 | 2.8 | 11.4 |
| Operating Costs | 131.1 | 127.9 | 137.0 | 138.5 | 534.5 |
| Personnel Costs | 14.0 | 13.1 | 13.4 | 13.2 | 53.8 |
| Direct Servicing Costs(1) | 64.3 | 60.0 | 63.0 | 59.3 | 246.6 |
| Commercial Costs(2) | 19.9 | 21.7 | 27.1 | 30.8 | 99.4 |
| Other Operating Costs(3) | 32.9 | 33.0 | 33.5 | 35.1 | 134.6 |
| EBITDA | 54.9 | 61.2 | 62.7 | 52.9 | 231.7 |
| EBITDA Margin (%) | 30.0% | 32.9% | 31.8% | 28.0% | 30.7% |
| Operating CAPEX(4) | 22.8 | 29.3 | 27.4 | 155.0 | 234.5 |
| Total CAPEX | 22.8 | 29.4 | 27.5 | 155.0 | 234.7 |
(1) Direct Servicing Costs = Interconnection and Content + Leased Lines + Other Network Operating Costs; (2) Commercial Costs = COGS + Mktg & Sales Costs; (3) Other Operating Costs = Outsourcing Services + G&A + Provisions + others; (4) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.
For the periods ended at 31 March 2012 and 2011 (restated), for the year ended at 31 December 2011 (restated) and for 1 January 2011 (restated)
| (Amounts expressed in euro) | Notes | March 2012 | March 2011 (restated) |
December 2011 (restated) |
1 January 2011 (restated) |
|---|---|---|---|---|---|
| Assets | |||||
| Non-current assets | |||||
| Tangible assets | 1.d), 1.i) and 6 | 575,671,916 | 583,386,928 | 583,413,555 | 592,369,741 |
| Intangible assets | 1.e), 1.f) and 7 | 385,408,619 | 286,966,292 | 389,121,882 | 290,906,832 |
| Goodwill | 1.g) and 9 | 521,103,723 | 526,111,722 | 521,103,723 | 526,141,552 |
| Investments available for sale | 1.h), 8 and 10 | 212,323 | 212,323 | 212,323 | 212,323 |
| Other non-current assets | 1.s) and 1.t) | 302,168 | 208,301 | 264,973 | 174,363 |
| Deferred tax assets | 1.q), 1.t) and 11 | 99,271,674 | 106,382,083 | 103,853,881 | 109,587,224 |
| Total non-current assets | 1,581,970,423 | 1,503,267,649 | 1,597,970,337 | 1,519,392,035 | |
| Current assets | |||||
| Inventories | 1.j) | 6,859,854 | 19,871,333 | 7,365,390 | 17,473,750 |
| Trade debtors | 1.h), 1.k) and 8 | 107,408,958 | 106,241,168 | 146,137,974 | 143,294,200 |
| Other current debtors | 1.h), 1.k) and 8 | 28,713,991 | 65,320,384 | 25,933,462 | 61,302,698 |
| Other current assets | 1.s) | 74,064,685 | 75,736,251 | 70,723,575 | 69,839,130 |
| Cash and cash equivalents | 1.l), 8 and 12 | 99,898,634 | 100,808,101 | 189,350,054 | 68,577,903 |
| Total current assets | 316,946,122 | 367,977,237 | 439,510,455 | 360,487,681 | |
| Total assets | 1,898,916,545 | 1,871,244,886 | 2,037,480,792 | 1,879,879,716 | |
| Shareholders' funds and liabilities | |||||
| Share capital | 13 | 366,246,868 | 366,246,868 | 366,246,868 | 366,246,868 |
| Own shares | 1.v) and 14 | (7,289,051) | (13,625,492) | (13,594,518) | (15,030,834) |
| Reserves | 1.u) | 676,506,792 | 634,187,418 | 618,945,566 | 593,009,788 |
| Consolidated net income/(loss) for the period | 16,977,541 | 13,655,537 | 62,287,398 | 43,669,651 | |
| 1,052,442,150 | 1,000,464,331 | 1,033,885,314 | 987,895,473 | ||
| Non-controlling interests | 369,228 | 493,665 | 515,654 | 593,790 | |
| 1,052,811,378 | 1,000,957,996 | 1,034,400,968 | 988,489,263 | ||
| Liabilities | |||||
| Non-current liabilities | |||||
| 1.m), 1.n), 8 and 15 | 289,558,835 | 363,173,473 | 320,176,857 | 305,038,006 | |
| Other non-current financial liabilities | 1.i), 8 and 16 | 19,852,885 | 18,401,802 | 17,990,531 | 19,253,869 |
| Provisions for other liabilities and charges | 1.p), 1.t) and 17 | 47,484,133 | 33,632,496 | 48,549,956 | 33,150,028 |
| Securitisation of receivables | 8 and 18 | 14,981,949 | 34,809,214 | 19,951,846 | 39,740,412 |
| Deferred tax liabilities | 1.q), 1.t) and 11 | 3,336,162 | 5,529,885 | 5,186,711 | 5,559,170 |
| Other non-current liabilities | 1.s), 1.t) and 1.y) | 24,063,386 | 3,359,355 | 30,041,779 | 2,739,617 |
| Total non-current liabilities | 399,277,350 | 458,906,225 | 441,897,680 | 405,481,102 | |
| Current liabilities | |||||
| Short-term loans and other loans | 1.m), 1.n), 8 and 15 | 143,325,091 | 41,067,999 | 118,405,031 | 30,942,240 |
| Trade creditors | 8 | 134,383,857 | 146,563,075 | 172,622,586 | 178,732,746 |
| Other current financial liabilities | 1.i), 8 and 19 | 2,945,208 | 2,420,049 | 2,645,498 | 2,171,140 |
| Securitisation of receivables | 8 and 18 | 19,838,393 | 19,679,793 | 19,802,596 | 19,634,161 |
| Other creditors | 8 | 12,539,734 | 19,620,541 | 23,832,672 | 56,752,155 |
| Other current liabilities | 1.s) and 1.y) | 133,795,534 | 182,029,208 | 223,873,761 | 197,676,909 |
| Total current liabilities | 446,827,817 | 411,380,665 | 561,182,144 | 485,909,351 | |
| 1,898,916,545 | 1,871,244,886 | 2,037,480,792 | 1,879,879,716 |
The notes are an integral part of the consolidated financial statements at 31 March 2012 and 2011 (restated note 1).
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Manuel Moniz Trigoso Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
| (Amounts expressed in euro) | Notes | March 2012 | March 2011 (restated) |
December 2011 (restated) |
|---|---|---|---|---|
| Sales | 23 | 15,342,473 | 21,854,101 | 77,172,088 |
| Services rendered | 23 | 187,109,040 | 193,977,864 | 786,462,327 |
| Other operating revenues | 23 | 2,330,901 | 2,382,704 | 8,809,285 |
| 204,782,414 | 218,214,669 | 872,443,700 | ||
| Cost of sales | 1.j) | (16,540,367) | (22,834,642) | (85,401,524) |
| External supplies and services | 1.i), 20 and 23 | (96,169,825) | (106,160,957) | (419,762,108) |
| Staff expenses | 1.y) and 27 | (22,034,315) | (24,340,884) | (92,443,327) |
| Depreciation and amortisation | 1.d), 1.e), 1.g), 1.x), 6 and 7 | (36,780,549) | (35,672,873) | (153,301,640) |
| Provisions and impairment losses | 1.k), 1.p), 1.x) and 17 | (5,669,856) | (5,583,698) | (23,698,647) |
| Other operating costs | (4,057,858) | (3,875,239) | (15,663,550) | |
| (181,252,770) | (198,468,293) | (790,270,796) | ||
| Losses in group and associated companies | 1.b) | (54,422) | ||
| Other financial expenses | 1.n), 1.w), 1.x), 21 and 23 | (4,465,678) | (3,740,124) | (17,413,177) |
| Other financial income | 1.w), 21 and 23 | 2,157,174 | 1,480,865 | 8,575,532 |
| Current income / (loss) | 21,221,140 | 17,487,117 | 73,280,837 | |
| Income taxation | 1.q), 11 and 22 | (4,255,576) | (3,804,450) | (10,955,640) |
| Consolidated net income / (loss) for the period | 16,965,564 | 13,682,667 | 62,325,197 | |
| Attributed to: | ||||
| Shareholders of parent company | 26 | 16,977,541 | 13,655,537 | 62,287,398 |
| Non-controlling interests | (11,977) | 27,130 | 37,799 | |
| Earnings per share | ||||
| Including discontinued operations: | ||||
| Basic | 0.05 | 0.04 | 0.17 | |
| Diluted | 0.05 | 0.04 | 0.17 | |
| Excluding discontinued operations: | ||||
| Basic | 0.05 | 0.04 | 0.17 | |
| Diluted | 0.05 | 0.04 | 0.17 |
The notes are an integral part of the consolidated financial statements at 31 March 2012 and 2011 (restated note 1).
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Manuel Moniz Trigoso Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
For the periods ended at 31 March 2012 and 2011 (restated) and for the year ended at 31 December 2011 (restated)
| (Amounts expressed in euro) | Notes | March 2012 | March 2011 (restated) |
December 2011 (restated) |
|---|---|---|---|---|
| Consolidated net income / (loss) for the period | 16,965,564 | 13,682,667 | 62,325,197 | |
| Components of other consolidated comprehensive income, net of tax | ||||
| Changes in currency translation reserve and other | 1.w) | (281,393) | 94,263 | (297,463) |
| Consolidated comprehensive income for the period | 16,684,171 | 13,776,930 | 62,027,734 | |
| Attributed to: | ||||
| Shareholders of parent company | 16,696,148 | 13,749,800 | 61,989,935 | |
| Non-controlling interests | (11,977) | 27,130 | 37,799 |
The notes are an integral part of the consolidated financial statements at 31 March 2012 and 2011 (restated note 1).
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Manuel Moniz Trigoso Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
For the periods ended at 31 March 2012 and 2011 (restated)
| Reserves | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in euro) | Share capital | Own shares (note 14) |
Legal reserves |
Share premium |
Other reserves | Reserves for Medium Term Incentive Plans (note 27) |
Reserves of own shares |
Total reserves | Non- -controlling interests |
Net income / (loss) |
Total |
| 2012 | |||||||||||
| Balance at 31 December 2011 (restated) | 366,246,868 (13,594,518) | 7,991,192 775,290,377 | (185,050,510) | 7,119,989 | 13,594,518 | 618,945,566 | - | 62,287,398 | 1,033,885,314 | ||
| Appropriation of the consolidated net result of 2011 (restated) |
- | - | - | - | 62,287,398 | - | - | 62,287,398 | - (62,287,398) | - | |
| Consolidated comprehensive income for the period ended at 31 March 2012 Acquisition of own shares Delivery of own shares under the Medium Term Incentive Plans (notes 1.y) e 27) |
- - - |
- (883,554) 7,189,021 |
- - - |
- - - |
(281,393) (883,554) 5,585,629 |
- - (4,006,035) |
- 883,554 (7,189,021) |
(281,393) - (5,609,427) |
- - - |
16,977,541 - - |
16,696,148 (883,554) 1,579,594 |
| Effect of the recognition of the Medium Term Incentive Plans (notes 1.y) e 27) |
- | - | - | - | - | 1,164,648 | - | 1,164,648 | - | - | 1,164,648 |
| Balance at 31 March 2012 | 366,246,868 | (7,289,051) | 7,991,192 775,290,377 | (118,342,430) | 4,278,602 | 7,289,051 | 676,506,792 | - | 16,977,541 | 1,052,442,150 | |
| Non-controlling interests | |||||||||||
| Balance at 31 December 2011 (restated) | - | - | - | - | - | - | - | - | 515,654 | - | 515,654 |
| Non-controlling interests in comprehensive income | - | - | - | - | - | - | - | - | (11,977) | - | (11,977) |
| Dividend distribution | - | - | - | - | - | - | - | - | (124,500) | - | (124,500) |
| Other changes | - | - | - | - | - | - | - | - | (9,949) | - | (9,949) |
| Balance at 31 March 2012 | - | - | - | - | - | - | - | - | 369,228 | - | 369,228 |
| Total | 366,246,868 | (7,289,051) | 7,991,192 775,290,377 | (118,342,430) | 4,278,602 | 7,289,051 | 676,506,792 | 369,228 | 16,977,541 | 1,052,811,378 |
| Reserves | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in euro) | Share capital | Own shares (note 14) |
Legal reserves |
Share premium |
Other reserves | Reserves for Medium Term Incentive Plans (note 27) |
Reserves of own shares |
Total reserves | Non- -controlling interests |
Net income / (loss) |
Total |
| 2011 | |||||||||||
| Balance at 31 December 2010 (restated) | 366,246,868 | (15,030,834) | 1,221,003 | 775,290,377 | (203,345,179) | 4,812,753 | 15,030,834 | 593,009,788 | - | 43,669,651 | 987,895,473 |
| Appropriation of the consolidated net result of 2010 (restated) |
- | - | 6,770,189 | - | 36,899,462 | - | - | 43,669,651 | - | (43,669,651) | - |
| Consolidated comprehensive income for the period ended at 31 March 2011 |
- | - | - | - | 94,263 | - | - | 94,263 | - | 13,655,537 | 13,749,800 |
| Acquisition of own shares Delivery of own shares under the Medium Term Incentive |
- | (2,223,287) | - | - | (2,223,287) | - | 2,223,287 | - | - | - | (2,223,287) |
| Plans (notes 1.y) e 27) | - | 3,628,629 | - | - | 1,752,301 | (1,604,799) | (3,628,629) | (3,481,127) | - | - | 147,502 |
| Effect of the recognition of the Medium Term Incentive Plans (notes 1.y) e 27) |
- | - | - | - | - | 894,843 | - | 894,843 | - | - | 894,843 |
| Balance at 31 March 2011 (restated) | 366,246,868 | (13,625,492) | 7,991,192 | 775,290,377 | (166,822,440) | 4,102,797 | 13,625,492 | 634,187,418 | - | 13,655,537 | 1,000,464,331 |
| Non-controlling interests | |||||||||||
| Balance at 31 December 2010 (restated) | - | - | - | - | - | - | - | - | 593,790 | - | 593,790 |
| Non-controlling interests in comprehensive income | - | - | - | - | - | - | - | - | 27,130 | - | 27,130 |
| Dividend distribution | - | - | - | - | - | - | - | - | (124,500) | - | (124,500) |
| Other changes | - | - | - | - | - | - | - | - | (2,755) | - | (2,755) |
| Balance at 31 March 2011 (restated) | 493,665 | 493,665 | |||||||||
| Total | 366,246,868 | (13,625,492) | 7,991,192 | 775,290,377 | (166,822,440) | 4,102,797 | 13,625,492 | 634,187,418 | 493,665 | 13,655,537 | 1,000,957,996 |
The notes are an integral part of the consolidated financial statements at 31 March 2012 and 2011 (restated note 1).
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Manuel Moniz Trigoso Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
For the periods ended at 31 March 2012 and 2011
| (Amounts expressed in euro) | March 2012 | March 2011 | ||
|---|---|---|---|---|
| Operating activities | ||||
| Receipts from trade debtors | 222,059,977 | 243,396,685 | ||
| Payments to trade creditors | (144,718,809) | (163,063,660) | ||
| Payments to employees | (31,157,230) | (32,086,550) | ||
| Cash flows from operating activities | 46,183,938 | 48,246,475 | ||
| Payments / receipts relating to income taxes, net | (1,172,552) | (725,627) | ||
| Other payments / receipts relating to operating activities, net | (2,701,629) | (36,215,629) | ||
| Cash flows from operating activities (1) | 42,309,757 | 42,309,757 | 11,305,219 | 11,305,219 |
| Investing activities | ||||
| Receipts from: | ||||
| Tangible assets | 663,618 | 5,059,575 | ||
| Intangible assets | 13,694 | |||
| Interest and similar income | 1,774,056 | 2,437,674 | 1,395,534 | 6,468,803 |
| Payments for: | ||||
| Financial investments | (8,860,291) | |||
| Tangible assets | (30,972,213) | (28,535,162) | ||
| Intangible assets | (86,303,934) | (117,276,147) | (5,111,038) | (42,506,491) |
| Cash flows from investing activities (2) | (114,838,473) | (36,037,688) | ||
| Financing activities | ||||
| Receipts from: | ||||
| Loans obtained | 65,000 | 65,000 | 70,750,000 | 70,750,000 |
| Payments for: | ||||
| Leasing | (556,121) | (517,937) | ||
| Interest and similar expenses | (5,486,929) | (3,268,032) | ||
| Dividends | (124,500) | (124,500) | ||
| Acquisition of own shares | (738,425) | (2,223,287) | ||
| Loans obtained | (10,032,148) | (16,938,123) | (5,031,847) | (11,165,603) |
| Cash flows from financing activities (3) | (16,873,123) | 59,584,397 | ||
| Net cash flows (4)=(1)+(2)+(3) | (89,401,839) | 34,851,928 | ||
| Effect of the foreign exchanges | 13,073 | (68,807) | ||
| Cash and cash equivalents at the beginning of the period | 189,031,758 | 66,024,199 | ||
| Cash and cash equivalents at the end of the period | 99,642,992 | 100,807,320 |
The notes are an integral part of the consolidated financial statements at 31 March 2012 and 2011 (restated note 1).
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Manuel Moniz Trigoso Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
For the periods ended at 31 March 2012 and 2011
| March 2012 | March 2011 | |
|---|---|---|
| Amounts paid of acquisitions in previous years | ||
| Sontária - Empreendimentos Imobiliários, S.A. | 8,860,291 | |
| 8,860,291 |
| March 2012 | March 2011 | |
|---|---|---|
| Cash in hand | 155,989 | 281,751 |
| Cash at bank | 4,400,949 | 6,986,351 |
| Treasury applications | 95,341,696 | 93,540,000 |
| Overdrafts | (255,642) | (782) |
| Cash and cash equivalents | 99,642,992 | 100,807,320 |
| Overdrafts | 255,642 | 782 |
| Cash assets | 99,898,634 | 100,808,102 |
| March 2012 | March 2011 | |
|---|---|---|
| a) Bank credit obtained and not used | 111,352,068 | 80,000,000 |
| b) Purchase of company through the issue of shares | Not applicable | Not applicable |
| c) Conversion of loans into shares | Not applicable | Not applicable |
| Activity | Cash flow from operating activities |
Cash flow from investing activities |
Cash flow from financing activities |
Net cash flows |
|---|---|---|---|---|
| Telecommunication | 44,656,975 | (114,758,611) | (6,557,790) | (76,659,426) |
| Multimedia | (1,390,716) | (189,473) | (45,293) | (1,625,482) |
| Information Systems | (326,974) | (481,659) | (90,319) | (898,952) |
| Holding | (629,528) | 591,270 | (10,179,721) | (10,217,979) |
| 42,309,757 | (114,838,473) | (16,873,123) | (89,401,839) |
The notes are an integral part of the consolidated financial statements at 31 March 2012 and 2011 (restated note 1).
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Manuel Moniz Trigoso Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
under the name Sonae Tecnologias de Informação, S.A. and has its head office at Lugar de Espido, Via Norte, Maia Portugal. It is the parent company of the Group of companies listed in notes 2 and
and information technology area were transferred to the Company through a demerger-merger process, executed by public deed dated 30 September 1997.
increased, its Articles of Association were modified and its name was changed to Sonae.com, S.G.P.S., S.A.. Since then investments in other companies. Also on 3 November 1999, -denominated to euro, being represented by one hundred and fifty million shares with a nominal value of 1 euro each.
On 1 June 2000, the Company carried out a Combined Share Offer, involving the following:
In additi 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 pital increase was subscribed for and paid up on the date the price of the Combined Share Offer was determined, and paid up in cash, 31,000,000 new ordinary shares of 1 euro each being issued. The subscription price for the new shares was the same as that fixed for the sale of shares in the aforementioned Combined Share Offer, which was Euro 10.
In addition, in this year, Sonae sold 4,721,739 Sonaecom shares under an option granted to the banks leading the Institutional Offer for Sale and 1,507,865 shares to Sonae Group managers and to the former owners of the companies acquired by Sonaecom.
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.
deed to SONAECOM, S.G.P.S., S.A..
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 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.
f:
The Group operates in Portugal and has subsidiaries (from the information systems consultancy segment) operating in about 13 countries.
Since 1 January 2001, all Group companies based in the euro zone have adopted the euro as their base currency for processing, systems and accounting.
The consolidated financial statements are also presented in euro, rounded at unit, and the transactions in foreign
currencies are included in accordance with the accounting policies detailed below.
The accompanying financial statements relate to the consolidated financial statements of the Sonaecom Group and have been prepared on a going concern basis, based on the accounting records of the companies included in the consolidation (notes 2 and 3) in accordance with the International Financial Reporting Standards (IAS/IFRS) as adopted by the European Union (EU). These financial statements were prepared based on the acquisition cost, except for the revaluation of some financial instruments.
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.
Until the date of approval of these financial statements there are no standards, interpretations, amendments and revisions that have been approved (endorsed) by the European Union, whose application is mandatory in 1 January 2012 or in future financial years.
The following standards, interpretations, amendments and revisions have not yet been approved (endorsed) by the European Union, at the date of approval of these financial statements:
| Standard / Interpretation | Effective date (annual |
|---|---|
| periods beginning on or | |
| after) | |
| IFRS 1 - Amendments (Severe | 1-Jul-11 |
| Hyperinflation and Removal of Fixed Dates | |
| for First-Time Adopters) | |
| The amendments referred to the Severe Hyperinflation and Removal of |
Fixed Dates for First-Time Adopters: 1) replace the fixed dates in the derecognition exception and the exemption related to the initial fair value measurement of financial instruments; and 2) add a deemed cost exemption to IFRS 1 that an entity can apply at the date of transaction to IFRSs after being subject to severe hyperinflation.
IFRS 1 - Amendments (Government Loans) 1-Jan-13 The amendments referred to the Government Loans addresses how a
first-time adopters would account for a government loan with a belowmarket rate of interest when transitioning to IFRS and proposes to permit prospective application of IAS 20 requirements.
| Standard / Interpretation | Effective date (annual periods beginning on or after) |
|---|---|
| IFRS 7 Amendments (Offsetting Financial Assets and Financial Liabilities: Disclosures) |
1-Jan-13 |
| The amendment requires disclosures to improve the understanding of transfer transactions of financial assets (for example, securitisations), including understanding the possible effects of any risks that may remain after the transfer. It also requires additional disclosures if a disproportionate amount of transfer transactions are undertaken around the end of a reporting period. |
|
| IFRS 9 (Financial Instruments and | 1-Jan-15 |
| subsquent amendments) This standard is the first step in the project to replace IAS 39, and it introduces new requirements for classifying and measuring financial assets. |
|
| IFRS 10 (Consolidated Financial Statements) |
1-Jan-13 |
| Builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. |
|
| IFRS 11 (Joint Arrangements) | 1-Jan-13 |
| Provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form (as is currently the case). The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities. |
|
| IFRS 12 (Disclosures of Interests in Other Entities) |
1-Jan-13 |
| New and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. |
|
| IFRS 13 (Fair Value Measurement) | 1-Jan-13 |
| It will improve consistency and reduce complexity by providing, for the first time, a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. |
|
| IAS 1 - Amendments (Presentation of Items of Other Comprehensive Income) |
1-Jul-12 |
| The amendments to IAS 1 require companies preparing financial statements in accordance with IFRSs to group together items within OCI that may be reclassified to the profit or loss section of the income statement. |
|
| IAS 12 - Amendments (Deferred tax: Recovery of Underlying Assets) |
1-Jan-12 |
The amendment introduces, in the case of investment properties measured using the fair value model, the presumption that recovery of the carrying amount will normally be through sale, in order to determine their tax impact. As a result of the amendments, SIC 21 - 'Income -Depreciable Assets' would no longer apply to investment properties carried at fair value. The amendments also incorporate into IAS 12 the remaining guidance previously contained in SIC-21, which is accordingly withdrawn.
| Standard / Interpretation | Effective date (annual periods beginning on or |
|---|---|
| after) | |
| IAS 19 - Amendments (Employee Benefits) | 1-Jan-13 |
| The amendments make important improvements by eliminating an option to defer the recognition of gains and losses, known as the , improving comparability and faithfulness of presentation, streamlining the presentation of changes in assets and liabilities arising from defined benefit plans and enhancing the disclosure requirements for defined benefit plans. |
|
| IAS 27 (Separate Financial Statements) | 1-Jan-13 |
| Consolidation requirements previously forming part of IAS 27 have been revised and are now contained in IFRS 10 Consolidated Financial Statements´. |
|
| IAS 28 (Investments in Associates and Joint | 1-Jan-13 |
| Ventures) | |
| The objective of IAS 28 (as amended in 2011) is to prescribe the | |
| accounting for investments in associates and to set out the | |
| requirements for the application of the equity method when | |
| accounting for investments in associates and joint ventures. | |
| IAS 32 - Amendments (Offsetting Financial | 1-Jan-14 |
| Assets and Financial Liabilities) | |
| IAS 32 is amended to refer to the IFRS 7 disclosure requirements in | |
| respect of offsetting arrangements. | |
| IFRIC 20 Interpretation (Stripping Costs in | 1-Jan-13 |
| the Production Phase of a Surface Mine) | |
| The Interpretation clarifies when production stripping should lead to the recognition of an asset and how that asset should be measured, both initially and in subsequent periods. |
The application of these standards and interpretations, when applicable, will have no material effect on future consolidated financial statements.
During the period ended at 31 March 2012, in line with best practice in the telecoms sector, the Group changed its contracts. To date, these were recorded as an expense in the year they occurred. From 1 January 2012, the costs incurred clauses in the event of early termination, are capitalized as "Intangible Assets" and amortised over the period of their contracts. This change occurs because it is now possible to apply a reliable cost allocation to the respective contracts, as well as the revenue generated by each contract, thus fulfilling the criteria for capitalisation required by IAS 38 intangible assets.
When a contract is terminated, the net value of intangible assets associated with this contract is immediately recognised as an expense in the income statement. This accounting policy allows a more true, fair and reliable presentation of the financial position and the financial performance of the Group, as it allows the alignment between the costs incurred with
Additionally, with the perceived relevant frequency, impairment tests will be made to ensure that the current value of the estimated revenues associated with each contract is greater than the amount that is capitalised.
As provided under IAS 8 - accounting policies, changes in accounting estimates and errors, the policy change was applied retrospectively. Therefore, on 1 January 2011, the Group recognized an intangible asset related to the amount of costs net of the respective amortisation and accumulated impairment losses. The consolidated income statement for 2011 has been adjusted to reflect: (1) the capitalization of amortization and impairment losses of intangible assets recognized in the year and in the previous years. Consequently, changes were made in the consolidated balance sheets of 1 January 2011, 31 March 2011 and 31 December 2011, as well as in the consolidated Income statements (by nature) for the period ended 31 March 2011 and for the year ended on 31 December 2011, as follows:
| (Amounts expressed in euro) | Before the | Effect of the | Balance sheet |
|---|---|---|---|
| change | change | restated | |
| Assets | |||
| Tangible assets | 592,369,741 | - | 592,369,741 |
| Intangible assets | 272,896,942 | 18,009,890 | 290,906,832 |
| Goodwill | 526,141,552 | - | 526,141,552 |
| Other assets | 470,461,591 | - | 470,461,591 |
| Total assets | 1,861,869,826 | 18,009,890 | 1,879,879,716 |
| Liabilities | |||
| Non-current liabilities | 400,708,481 | 4,772,621 | 405,481,102 |
| Current liabilities | 485,909,351 | - | 485,909,351 |
| Total liabilities | 886,617,832 | 4,772,621 | 891,390,453 |
| . non-control. interests | 974,658,204 | 13,237,269 | 987,895,473 |
| Non-controlling interests | 593,790 | - | 593,790 |
| 975,251,994 | 13,237,269 | 988,489,263 | |
| 1,861,869,826 | 18,009,890 | 1,879,879,716 |
| (Amounts expressed in euro) | Before the | ||
|---|---|---|---|
| change | change | restated | |
| Assets | |||
| Tangible assets | 583,386,928 | - | 583,386,928 |
| Intangible assets | 268,953,495 | 18,012,797 | 286,966,292 |
| Goodwill | 526,111,722 | - | 526,111,722 |
| Other assets | 474,779,944 | - | 474,779,944 |
| Total assets | 1,853,232,089 | 18,012,797 | 1,871,244,886 |
| Liabilities | |||
| Non-current liabilities | 454,132,834 | 4,773,391 | 458,906,225 |
| Current liabilities | 411,380,665 | - | 411,380,665 |
| Total liabilities | 865,513,499 | 4,773,391 | 870,286,890 |
| . non-control. interests | 987,224,925 | 13,239,406 | 1,000,464,331 |
| Non-controlling interests | 493,665 | - | 493,665 |
| 987,718,590 | 13,239,406 | 1,000,957,996 | |
| 1,853,232,089 | 18,012,797 | 1,871,244,886 | |
| (Amounts expressed in euro) | Before the change |
Effect of the change |
Balance sheet restated |
|---|---|---|---|
| Assets | |||
| Tangible assets | 583,413,555 | - | 583,413,555 |
| Intangible assets | 371,429,260 | 17,692,622 | 389,121,882 |
| Goodwill | 521,103,723 | - | 521,103,723 |
| Other assets | 543,841,632 | - | 543,841,632 |
| Total assets | 2,019,788,170 | 17,692,622 | 2,037,480,792 |
| Liabilities | |||
| Non-current liabilities | 437,209,135 | 4,688,545 | 441,897,680 |
| Current liabilities | 561,182,144 | - | 561,182,144 |
| Total liabilities | 998,391,279 | 4,688,545 | 1,003,079,824 |
| . non-control. interests | 1,020,881,237 | 13,004,077 | 1,033,885,314 |
| Non-controlling interests | 515,654 | - | 515,654 |
| 1,021,396,891 | 13,004,077 | 1,034,400,968 | |
| 2,019,788,170 | 17,692,622 | 2,037,480,792 |
| (Amounts expressed in euro) | Before the change |
Effect of the change |
Balance sheet restated |
|---|---|---|---|
| Assets | |||
| Tangible assets | 575,671,916 | - | 575,671,916 |
| Intangible assets | 367,899,788 | 17,508,831 | 385,408,619 |
| Goodwill | 521,103,723 | - | 521,103,723 |
| Other assets | 416,732,287 | - | 416,732,287 |
| Total assets | 1,881,407,714 | 17,508,831 | 1,898,916,545 |
| Liabilities | |||
| Non-current liabilities | 395,947,927 | 3,329,423 | 399,277,350 |
| Current liabilities | 446,827,817 | - | 446,827,817 |
| Total liabilities | 842,775,744 | 3,329,423 | 846,105,167 |
| . non-control. interests | 1,038,262,742 | 14,179,408 | 1,052,442,150 |
| Non-controlling interests | 369,228 | - | 369,228 |
| 1,038,631,970 | 14,179,408 | 1,052,811,378 | |
| 1,881,407,714 | 17,508,831 | 1,898,916,545 |
| Before the | Effect of the | Profit and loss | |
|---|---|---|---|
| (Amounts expressed in euro) | change | change | stat. restated |
| Total revenue | 872,443,700 | - | 872,443,700 |
| Costs and losses | |||
| External supplies and services | (442,250,912) | 22,488,804 | (419,762,108) |
| Depreciation and amortisation | (130,495,567) (22,806,073) | (153,301,640) | |
| Other operating costs | (217,207,048) | - | (217,207,048) |
| EBIT | 82,490,173 | (317,269) | 82,172,904 |
| Financial results | (8,892,067) | - | (8,892,067) |
| Income taxation | (11,039,716) | 84,076 | (10,955,640) |
| Consolidated net income / (loss) | 62,558,390 | (233,193) | 62,325,197 |
| Attributed to non-controlling interests | 37,799 | - | 37,799 |
| Attributed to shareholders of parent company | 62,520,591 | (233,193) | 62,287,398 |
| Earnings per share | |||
| Including discontinued operations: | |||
| Basic | 0.18 | 0.00 | 0.17 |
| Diluted | 0.18 | 0.00 | 0.17 |
| Excluding discontinued operations: | |||
| Basic | 0.18 | 0.00 | 0.17 |
| Diluted | 0.18 | 0.00 | 0.17 |
| (Amounts expressed in euro) | Before the change |
Effect of the change |
Profit and loss stat. restated |
|---|---|---|---|
| Total revenue | 218,214,669 | - | 218,214,669 |
| Costs and losses | |||
| External supplies and services | (111,611,668) | 5,450,711 | (106,160,957) |
| Depreciation and amortisation | (30,225,069) | (5,447,804) | (35,672,873) |
| Other operating costs | (56,634,463) | - | (56,634,463) |
| EBIT | 19,743,469 | 2,907 | 19,746,376 |
| Financial results | (2,259,259) | - | (2,259,259) |
| Income taxation | (3,803,680) | (770) | (3,804,450) |
| Consolidated net income / (loss) | 13,680,530 | 2,137 | 13,682,667 |
| Attributed to non-controlling interests | 27,130 | - | 27,130 |
| Attributed to shareholders of parent company | 13,653,400 | 2,137 | 13,655,537 |
| Earnings per share | |||
| Including discontinued operations: | |||
| Basic | 0.04 | 0.00 | 0.04 |
| Diluted | 0.04 | 0.00 | 0.04 |
| Excluding discontinued operations: | |||
| Basic | 0.04 | 0.00 | 0.04 |
| Diluted | 0.04 | 0.00 | 0.04 |
| (Montantes expressos em Euros) | Antes da alteração |
Efeitos da alteração |
Demonstração de resultados reexpressa |
|---|---|---|---|
| Receitas totais | 204,782,414 | - | 204,782,414 |
| Custos e perdas | |||
| Fornecimentos e serviços externos | (101,564,771) | 5,394,946 | (96,169,825) |
| Amortizações | (31,201,813) | (5,578,736) | (36,780,549) |
| Outros custos operacionais | (48,302,396) | - | (48,302,396) |
| Resultado antes de result. Financ. e impostos | 23,713,434 | (183,790) | 23,529,644 |
| Resultados financeiros | (2,308,504) | - | (2,308,504) |
| Imposto sobre o rendimento | (5,614,697) | 1,359,121 | (4,255,576) |
| Resultado líquido consolidado | 15,790,233 | 1,175,331 | 16,965,564 |
| Atribuível a interesses sem controlo | (11,977) | - | (11,977) |
| Atribuível a acionistas da empresa mãe | 15,802,210 | 1,175,331 | 16,977,541 |
| Resultados por ação | |||
| Incluindo operações em descontinuação: | |||
| Básicos | 0.04 | 0.00 | 0.05 |
| Diluídos | 0.04 | 0.00 | 0.05 |
| Excluindo operações em descontinuação: | |||
| Básicos | 0.04 | 0.00 | 0.05 |
| Diluídos | 0.04 | 0.00 | 0.05 |
The accounting policies and measurement criteria adopted by the Group on 31 March 2012 are comparable with those used in the preparation of 31 December 2011 financial statements, with the exception for the point mentioned above.
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 excess of 50%, or in which it has control over the financial and operating policies (definition of control used by the Group) were fully consolidated in the accompanying consolidated financial statements. Third party participations in the recorded separately in the consolidated balance sheet and in
the consolidated profit and loss statement, respectively, under Non-controlling
Total comprehensive income is attributed to the owners of the Shareholders of parent company and the non-controlling interests even if this results in a deficit balance of noncontrolling interests.
In the acquisition of subsidiaries, the purchase method is applied. The results of subsidiaries bought or sold during the year are included in the profit and loss statement as from the date of acquisition (or of control acquisition) or up to the date of sale (or of control cession). Intra-Group transactions, balances and dividends are eliminated.
The expenses incurred with the acquisition of investments in Group companies are recorded as cost when they are incurred.
The fully consolidated companies are listed in note 2.
b) Investments in associated companies Investments in associated companies correspond to investments in which the Group has significant influence (generally investments representing between 20% and 50% of and are recorded using the equity method.
In accordance with the equity method, investments are share of the net results of associated companies, against a corresponding entry to gain or loss for the year, and by the amount of dividends received, as well as by other changes in the equity of the associated companies, which are recorded by assessment of the investments in associated companies is performed annually, with the aim of detecting possible impairment situations.
associated company exceeds the book value of the investment, the investment is recorded at nil value, except when the Group has assumed commitments to the associated company, a situation when a provision is recorded under the
Investments in associated companies are listed in note 4.
The financial statements of companies jointly controlled have been consolidated in the accompanying financial statements by the proportional method, since their acquisition date. According to this method, assets, liabilities, income and costs of these companies have been included into the accompanying consolidated financial statements, in the proportion attributable to the Group.
The excess of cost in relation to the fair value of identifiable assets and liabilities of the jointly controlled companies at the time of their acquisition was recorded as Goodwill (note 9). If the difference between cost and the fair value of the net assets and liabilities acquired is negative, it is recognised as income of the period, after reconfirmation of the fair value of the identifiable assets and liabilities.
The transactions, balances and dividends distributed among Group companies and jointly controlled companies are eliminated in the proportion attributable to the Group.
The classification of financial investments as jointly controlled Agreements that govern the jointly controlled companies.
A description of the companies jointly controlled is disclosed in note 3.
Tangible assets are recorded at their acquisition cost less accumulated depreciation and less estimated accumulated impairment losses.
Depreciations are calculated on a straight-line monthly basis as from the date the assets are available for use in the necessary conditions to operate as intended by the management, by a corresponding charge under the profit and
Impairment losses detected in the realisation value of tangible assets are recorded in the year in which they arise, by a
The annual depreciation rates used correspond to the estimated useful life of the assets, which are as follows:
| Years of | |
|---|---|
| useful life | |
| Buildings | 50 |
| Other constructions | 10-40 |
| Networks | 10-40 |
| Other plant and machinery | 1-16 |
| Vehicles | 4 |
| Fixtures and fittings | 1-10 |
| Tools | 4-8 |
| Other tangible assets | 4-8 |
During the period ended at 31 March 2011, the Board of Directors of the Group proceeded with prospective effect to the revision of the estimated useful life of a set of assets related to the telecommunications networks and mobile
telephones, based on evaluation reports produced by specialised independent agencies.
Current maintenance and repair costs of fixed assets are recorded as costs in the year in which they occur. Improvements of significant amount, which increase the estimated useful life of the assets, are capitalised and depreciated in accordance with the remaining estimated useful life of the corresponding assets.
The estimated costs related with the mandatory dismantling and removal of tangible assets, incurred by the Group, are capitalised and amortised in accordance with the estimated useful life of the corresponding assets.
Work in progress corresponds to fixed assets still in the construction/development stage which are recorded at their acquisition cost. These assets are depreciated as from the moment they are in condition to be used and when they are ready to start operating as intended by the management. Good conditions in terms of network coverage and / or necessary quality and technical reliability to ensure minimum services are examples of conditions evaluated by the management.
Intangible assets are recorded at their acquisition cost less accumulated amortisation and less estimated accumulated impairment losses. Intangible assets are only recognised if it is likely that they will bring future economic benefits to the Group, if the Group controls them and if their cost can be reasonably measured.
Intangible assets comprise, essentially, software (excluding the one included in tangible assets software), industrial property, costs incurred with the mobile network operator licenses (GSM, UMTS and Spectrum for 4th generation services) and the fixed network operator licenses, portfolios (value attributed under the purchase price allocation in business combinations) and the costs relat loyalty contracts.
Amortisations of intangible assets are calculated on a straightline monthly basis, over the estimated useful life of the assets (one to six years), as from the month in which the corresponding expenses are incurred. Mobile and fixed network operator licenses are amortised over the estimated period for which they were granted, so, the UMTS license is being amortised until 2030. Additional license costs, namely the ones related to the commitments assumed by the Group under the UMTS license, regarding the contributions to the useful life of the license above indicated. The amortisation of -line basis
over the estimated average retention period of the customers (six years).
Expenditures with internally-generated intangible assets, namely research and development expenditures, are recognised in the profit and loss statement when incurred. Development expenditures can only be recognised as an intangible asset if the Group demonstrates the ability to complete the project and is able to put it in use or available for sale.
Amortisation for the period is recorded in the profit and loss
Brands and patents are recorded at their acquisition cost and are amortised on a straight-line basis over their respective estimated useful life. When the estimated useful life is undetermined, they are not depreciated but are subject to annual impairment tests.
Sonaecom Group does not hold any brands or patents with undetermined useful life, therefore the second half of the above referred paragraph is not applicable.
The differences between the price of investments in subsidiaries and associated companies added the value of non-controlling interests, and the amount attributed to the fair value of the identifiable assets and liabilities at the time of their acquisition, when positive, are recorded under the of its calculation, are recorded directly in the profit and loss statement. The Group will chose, on an acquisition-byacquisition basis, to measure non-controlling interests either at their proportionate interest on the fair value of the assets and liabilities acquired, or at the fair value of the noncontrolling interests themselves. Until 1 January 2010, non- -controlling interests were always measured at their proportionate interest on the fair value of the acquired assets and liabilities.
Contingent consideration is recognised as a liability, at the acquisition-date, according to its fair value, and any changes to its months after the acquisition-date) and as long as they relate to facts and circumstances that existed at the acquisition date, otherwise these changes must be recognised in profit or loss.
Transactions regarding the acquisition of additional interests in a subsidiary after control is obtained, or the partial disposal of an investment in a subsidiary while control is retained, are accounted for as equity transactions impacting the shareholders funds captions, and without giving rise to any recognised.
The moment a sales transaction to generate a loss of control, should be derecognised assets and liabilities of the entity and any interest retained in the entity sold should be remeasured at fair value and any gain or loss calculated on the sale is recorded in results.
estimated period of recovery of the investments, usually 10 years, and the annual amortisation was recorded in the profit the IFRS 3 impairment tests (paragraph x). Impairment losses of Goodwill are recorded in the profit and loss statement for the period
The Group classifies its financial instruments in the following -to- -for-sale financial assets on the purpose for which the investments were acquired. The classification of the investments is determined at the initial recognition and re-evaluated every quarter.
This category has two sub-categories: financial assets held for trading and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if it has been acquired mainly with the purpose of selling it in the short term or if the adoption of this method allows reducing or eliminating an accounting mismatch. Derivatives are also registered as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to mature within 12 months of the balance sheet date.
Loans and receivables are non-derivative financial assets with fixed or variable payments that are not quoted in an active market. These financial investments arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable.
Loans and receivables are carried at amortised cost using the effective interest method, deducted from any impairment losses.
Loans and receivables are recorded as current assets, except when their maturity is greater than 12 months from the balance sheet date, a situation in which they are classified as non-current assets. Loans and receivables are included in the balance sheet.
Held-to-maturity investments are non-derivative financial assets with fixed or variable payments and with fixed maturities tha intention and ability to hold until their maturity.
Available-for-sale financial assets are non-derivative investments that are either designated in this category or not classified in any of the other above referred categories. They are included in non-current assets unless management intends to dispose them within 12 months of the balance sheet date.
Purchases and sales of investments are recognised on tradedate the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair through p the transaction costs are recorded in the profit and loss statement. Investments are derecognised when the rights to receive cash flows from the investments have expired or all substantial risks and rewards of their ownership have been transferred.
-forvalue.
-toare carried at amortised cost using the effective interest method.
Realised and unrealised gains and losses arising from changes in the fair value of financial assets classified at fair value
through profit or loss are recognised in the profit and loss statement. Realised and unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in equity. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the profit and loss statement as gains or losses from investment securities.
The fair value of quoted investments is based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using other valuation techniques. These include the use of recent discounted cash flow analysis, and option pricing models refined to reflect the these techniques can be used, the Group values those investments at cost net of any identified impairment losses. The fair value of listed investments is determined based on the closing Euronext share price at the balance sheet date.
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In case of equity securities classified as available-for-sale, a significant (above 25%) or prolonged (in two consecutive quarters) decline in the fair value of the security below its cost is considered in determining whether the securities are impaired. If such evidence exists for available-for-sale financial assets, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment losses on that financial asset previously recognised in profit or loss is removed from equity and recognised in the profit and loss statement.
Lease contracts are classified as financial leases, if, in substance, all risks and rewards associated with the detention of the leased asset are transferred by the lease contract or as operational leases, if, in substance, there is no transfer of risks and rewards associated with the detention of the leased assets.
The lease contracts are classified as financial or operational in accordance with the substance and not with the form of the respective contracts.
Fixed assets acquired under finance lease contracts and the related liabilities are recorded in accordance with the financial method. Under this method the tangible assets, the corresponding accumulated depreciation and the related liability are recorded in accordance with the contractual financial plan at fair value or, if less, at the present value of payments. In addition, interests included in lease payments
and the depreciation of the tangible assets are recognised as expenses in the profit and loss statement for the period to which they relate.
Assets under long-term rental contracts are recorded in accordance with the operational lease method. In accordance with this method, the rents paid are recognised as an expense, over the rental period.
Inventories are stated at their acquisition cost, net of any impairment losses, which reflects their estimated net realisable value.
Accumulated inventory impairment losses reflect the difference between the acquisition cost and the realisable amount of inventories, as well as the estimated impairment losses due to low turnover, obsolescence and deterioration, and are registered in profit and loss s sales
Trade and other current debtors are recorded at their net realisable value and do not include interests, since the discount effect is not significant.
These financial instruments arise when the Group provides money, supplies goods or provides services directly to a debtor with no intention of trading the receivable.
The amounts of these captions are presented net of any impairment losses and are registered in profit and loss s Future reversals of impairment losses are recorded in th
bank deposits and other treasury applications where the risk of change in value is insignificant.
The consolidated cash flow statement has been prepared in accordance with IAS 7, using the direct method. The Group investments that mature in less than three months, for which bank overdrafts, which are reflected in the balance sheet -term loans and other l
The cash flow statement is classified by operating, financing and investing activities. Operating activities include collections from customers, payments to suppliers, payments to personnel and other flows related to operating activities. Cash flows from investing activities include the acquisition and sale of investments in associated and subsidiary companies, as well as receipts and payments resulting from the purchase and sale of fixed assets. Cash flows from financing activities include payments and receipts relating to loans obtained and finance lease contracts.
All amounts included under this caption are likely to be realised in the short term and there are no amounts given or pledged as guarantee.
Loans are recorded as liabilities b expenses incurred in setting up loans are recorded as a deduction to the nominal debt and recognised during the period of the loan, based on the effective interest rate method. The interests incurred but not yet due are added to the loans caption until their payment.
n) Financial expenses relating to loans obtained Financial expenses relating to loans obtained are generally recognised as expenses at the time they are incurred. Financial expenses related to loans obtained for the acquisition, construction or production of fixed assets are capitalised as part of the cost of the assets. These expenses are capitalised starting from the time of preparation for the construction or development of the asset and are interrupted when the assets are ready to operate, at the end of the production or construction phases or when the associated project is suspended.
The Group only uses derivatives in the management of its financial risks to hedge against such risks. The Group does not use derivatives for trading purposes.
The cash flow hedges used by the Group are related to:
In cases where the hedge instrument is not effective, the amounts that arise from the adjustments to fair value are recorded directly in the profit and loss statement.
At 31 March 2012, the Group did not have any derivative, in addition to those mentioned in note 1.y).
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.
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 year the recorded and unrecorded deferred tax assets are revised and they are reduced whenever their realisation ceases to be probable, or increased if future taxable profits are, likely, enabling the recovery of such assets (note 11).
Deferred taxes are calculated with the tax rate that is expected to be in force at the time the asset or liability will be used.
Whenever deferred taxes derive from assets or liabilities tion. In all other situations, deferred taxes are always recorded in the profit and loss statement.
Subsidies awarded to finance personnel training are recognised as income during the period in which the Group incurs the associated costs and are included in the profit and loss statement
Subsidies awarded to finance investments are recorded as deferred income and are included in the profit and loss subsidies awarded are used to finance investments in tangible assets, they are recorded in the profit and loss statement during the estimated useful life of the corresponding assets. If the subsidies awarded are used to finance other investments then they are recorded as the investment expenditure is incurred.
s) Accrual basis and revenue recognition
Expenses and income are recorded in the period to which they relate, regardless of their date of payment or receipt. Estimated amounts are used when actual amounts are not known.
The costs attributable to current year and whose expenses will only occur in future years are estimated and recorded under -current when it is possible to estimate reliably the amount and the timing of occurrence of the expense. If there is uncertainty regarding both the date of disbursement of funds,
and the amount of the obligation, the value is classified as Provisions (note 1.p)).
Revenue from telecommunications services is recognised in the period in which it occurs. Such services are invoiced on a monthly basis. Revenues not yet invoiced, from the last invoicing cycle to the end of the month, are estimated and recorded based on actual traffic. Differences between the estimated and actual amounts, which are usually not material, are recorded in the following period.
Sales revenues are recognised in the consolidated profit and loss statement when the significant risks and rewards associated with the ownership of the assets are transferred to the buyer and the amount of the corresponding revenue can be reasonably quantified. Sales are recognised before taxes and net of discounts.
The income related to pre-paid cards is recognised whenever the minutes are used. At the end of each period the minutes still to be used are estimated and the amount of income associated with those minutes is deferred.
Costs relating to customer loyalty programmes, under which points are awarded by the subsidiary Optimus Comunicações, S.A., are calculated taking into consideration the probability of the redemption of the points, and are recognised, as a deduction to income, at the time the points
The revenues and costs of the consultancy projects developed in the information systems consultancy segment are recognised in each period, according to the percentage of completion method.
Non-current financial assets and liabilities are recorded at fair value and, in each period, the financial actualisation of the fair value is recorded in the profit and loss statement under the
receive such amounts are appropriately established and communicated.
Assets and liabilities due in more than one year from the date of the balance sheet are classified, respectively, as noncurrent assets and non-current liabilities.
In addition, considering their nature, as non-current assets and liabilities (notes 11 and 17).
Portuguese commercial legislation requires that at least 5% of the annual net pro until such reserve reaches at least 20% of the share capital. This reserve is not distributable, except in case of liquidation of the Company, but may be used to absorb losses, after all the other reserves are exhausted, or to increase the share capital.
The share premiums relate to premiums generated in the issuance of capital or in capital increases. According to Portuguese Commercial law, share premiums follow the same 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 -ba responsibility related with the Medium Term Incentive Plans is be used to absorb losses.
Hedging r - 1.o)) and it is non-distributable nor can it be used to absorb losses.
The own shares reserve reflects the acquisition value of the own shares and follows the same requirements of legal reserve.
Under Portuguese law, the amount of distributable reserves is determined in accordance with the individual financial statements of the Company, presented in accordance with IAS / IFRS. Therefore, at 31 March 2012, Sonaecom, SGPS, S.A., have reserves which by their nature are considered distributable, amounted around Euro 176.8 million.
funds. Gains or losses arising from the sale of own shares are
All assets and liabilities expressed in foreign currency were translated into euro using the exchange rates in force at the balance sheet date.
Favourable and unfavourable foreign exchange differences resulting from changes in the rates in force at transaction date and those in force at the date of collection, payment or at the balance sheet date are recorded as income and expenses in the consolidated profit and loss statement of the year, in financial results.
Entities operating abroad with organisational, economic and financial autonomy are treated as foreign entities.
Assets and liabilities of the financial statements of foreign entities are translated into euro using the exchange rates in force at the balance sheet date, while expenses and income in such financial statements are translated into euro using the average exchange rate for the period. The resulting exchange differences are recorded under the Sh
Goodwill and adjustments to fair value generated in the acquisitions of foreign entities reporting in a functional currency other than euro are translated into euro using the exchange rates prevailing at the balance sheet date.
The following rates were used to translate into euro the financial statements of foreign subsidiaries and the balances in foreign currency:
| 2012 | 2011 | |||
|---|---|---|---|---|
| 31 March | Average | 31 March | Average | |
| Pounds Sterling | 1.1992 | 1.1984 | 1.1316 | 1.1714 |
| Brazilian Real | 0.4111 | 0.4319 | 0.4337 | 0.4388 |
| American Dollar | 0.7487 | 0.7630 | 0.7039 | 0.7314 |
| Polish Zloti | 0.2408 | 0.2364 | 0.2493 | 0.2535 |
| Australian Dollar | 0.7791 | 0.8050 | 0.7280 | 0.7349 |
| Mexican Peso | 0.0588 | 0.0588 | 0.0591 | 0.0606 |
| Egyptian Pound | 0.1240 | 0.1259 | 0.1187 | 0.1239 |
| Malaysian Ringgit | 0.2444 | 0.2493 | 0.2327 | 0.2401 |
| Chilean Peso | 0.0015 | 0.0016 | 0.0015 | 0.0015 |
| Singapore Dollar | 0.5961 | 0.6034 | 0.5586 | 0.5727 |
| Swiss Franc | 0.8302 | 0.8278 | 0.7689 | 0.7770 |
| Swedish Krona | 0.1131 | 0.1130 | - | - |
| South African Rand | 0.0977 | 0.0983 | - | - |
| Angolan Kwanza | 0.0079 | 0.0080 | - | - |
| Moroccan Dirham | 0.0896 | 0.0898 | - | - |
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
of fixed assets and goodwill, under the ca other assets. The recoverable amount is the greater of the net selling price and the value in use. Net selling price is the amount obtainable upon the sale of an asset in a transaction within the capability of the parties involved, less the costs directly related to the sale. The value in use is the present value of the estimated future cash flows expected to result from the continued use of the asset and of its sale at the end of its useful life. The recoverable amount is estimated for each asset individually or, if this is not possible, for the cashgenerating unit to which the asset belongs.
Evidence of the existence of impairment in accounts receivables appears when:
For certain categories of financial assets for which it is not possible to determine the impairment for each asset individually, the analysis is made for a group of assets. Evidence of an impairment loss in a portfolio of accounts receivable may include past experience in terms of collections, increasing number of delays in collections, as well as changes in national or local economic conditions that are related with the collections capacity.
For Goodwill and Financial investments, the recoverable amount, calculated in terms of value in use, is determined based on the most recent business plans duly approved by the Group uses historical and statistical information to estimate the amounts in impairment. For Inventories, the impairment is calculated based on market evidence and several indicators of stock rotation.
y) Medium Term Incentive Plans
The accounting treatment of Medium Term Incentive Plans is based on IFRS 2 -
Under IFRS 2, when the settlement of plans established by estimated responsibility is recorded, as a credit entry, under statement.
The quantification of this responsibility is based on fair value and is recognised over the vesting period of each plan (from the award date of the plan until its vesting or settlement date). The total responsibility, at any point of time, is calculated based on the proportion of the vesting period that has ve accounting date.
When the responsibilities associated with any plan are covered by a hedging contract, ie, when those responsibilities are replaced by a fixed amount payable to a third party and when Sonaecom is no longer the party that will deliver the Sonaecom shares, at the settlement date of each plan, the above accounting treatment is subject to the following changes:
For plans settled in cash, the estimated liability is recorded the profit and loss respective accounting date. The liability is quantified based on the fair value of the shares as of each balance sheet date.
When the liability is covered by a hedging contract, recognition is made in the same way as described above, but with the liability being quantified based on the contractually fixed amount.
Equity-settled plans to be liquidated through the delivery of shares of the parent company are recorded as if they were settled in cash, which means that the estimated liability is -current entry under the profit and loss sta The liability is quantified based on the fair value of the shares as of each balance sheet date.
At 31 March 2012, only one plan of Sonaecom share plans was covered through the detention of own shares. The impacts associated to such plans as the Medium Term Incentive Plans are registered, in the balance sheet, under the caption under the profit and loss statem
At 31 March 2012, two equity-settled plans to be liquidated through the delivery of shares of the parent company were covered by contracts with an external entity under which the acquisition price of those shares was fixed. Therefore, the responsibility associated to those plans is recorded based on that fixed price, proportionally to the period of time elapsed since the award date until the date of record, under the -
Events occurring after the date of the balance sheet which provide additional information about conditions prevailing at the time of the balance sheet (adjusting events) are reflected in the consolidated financial statements. Events occurring after the balance sheet date that provide information on postbalance sheet conditions (non-adjusting events), when material, are disclosed in the notes to the consolidated financial statements.
The most significant accounting estimates reflected in the consolidated financial statements of the periods ended at 31 March 2012 and 2011, are as follows:
Estimates used are based on the best information available during the preparation of the consolidated financial statements and are based on the best knowledge of past and present events. Although future events are neither foreseeable nor controlled by the Group, some could occur and have impact on such estimates. Changes to the estimates used by the management that occur after the approval date of these consolidated financial statements, will be recognised in net income, in accordance with IAS 8 prospective methodology.
The main estimates and assumptions in relation to future events included in the preparation of these consolidated financial statements are disclosed in the corresponding notes.
Due to its activities, the Group is exposed to a variety of financial risks such as market risk, liquidity risk and credit risk.
These risks arise from the unpredictability of financial markets, which affect the capacity of project cash flows and profits. The Group financial risk management, subject to a long-term ongoing perspective, seeks to minimise potential adverse effects that derive from that uncertainty, using, whenever it is possible and advisable, derivative financial instruments to hedge the exposure to such risks (note 1.o)).
The Group operates internationally, having subsidiaries that operate in countries with a different currency than Euro namely Brazil, United Kingdom, Poland, United States of America, Mexico, Australia, Egypt, Chile, Panama, Singapore and Malaysia (branch) and so it is exposed to foreign exchange rate risk.
Foreign exchange risk management seeks to minimise the volatility of investments and transactions made in foreign currencies and contributes to reduce the sensitivity of Group results to changes in foreign exchange rates.
Whenever possible, the Group uses natural hedges to manage exposure, by offsetting credits granted and credits received expressed in the same currency. When such a procedure is not possible, the Group adopts derivative financial hedging instruments (note 1.o)).
The Group's exposure to foreign exchange rate risk, results essentially from the fact that some of its subsidiaries report in a currency different from euro, making the risk of operational activity immaterial.
the total cost of debt to a high risk of volatility. The impact of funds is mitigated by the effect of the following factors (i) relatively low level of financial leverage; (ii) possibility to use derivative financial instruments that hedge the interest rate risk, as mentioned below; (iii) possible correlation between the level of market interest rates and economic growth having the consolidated results (particularly operational), and in this way
liquidity which is also bearing interest at a variable rate.
The Group only uses derivatives or similar transactions to hedge interest rate risks considered significant. Three main principles are followed in all instruments selected and used to hedge interest rate risk:
As al ) are at variable rates, interest rate swaps and other derivatives are used, when it is deemed necessary, to hedge future changes in cash flow relating to interest payments. Interest rate swaps have the financial effect of converting the respective borrowings from floating rates to fixed rates. Under the interest rate swaps, the Group agrees with third parties (banks) to exchange, in predetermined periods, the difference between the amount of interest calculated at the fixed contract rate and the floating rate at the time of re-fixing, by reference to the respective agreed notional amounts.
The counterparties of the derivative hedging instruments are limi policy, when contracting such instruments, to give preference to financial institutions that form part of its financing transactions. In order to select the counterparty for occasional operations, Sonaecom requests proposals and indicative prices from a representative number of banks in order to ensure adequate competitiveness of these operations.
In determining the fair value of hedging operations, the Group uses certain methods, such as option valuation and discounted future cash flow models, using assumptions based on market interest rates prevailing at the balance sheet date. Comparative financial institution quotes for the specific or similar instruments are used as a benchmark for the valuation.
The fair value of the derivatives contracted, that are considered as fair value hedges or the ones that are considered not sufficiently effective for cash flow hedge (in accordance with the provisions established in IAS 39), are recognised under borrowings captions and changes in the fair value of such derivatives are recognised directly in the profit and loss statement for the year. The fair value of derivatives of cash flow hedge, that are considered effective according to IAS 39, are recognised under borrowing captions and changes in the fair value are recognised in equity.
conditions of the financing with significant impact in the Group, based on the analysis of the debt structure, the risks and the different options in the market, particularly as to the type of interest rate (fixed / variable). Under the policy defined above, the Executive Committee is responsible for the decision on the occasional interest rate hedging contracts, through the monitoring of the conditions and alternatives existing in the market.
The existence of liquidity in the Group requires the definition of some policies for an efficient and secure management of the liquidity, allowing us to maximise the profitability and to minimise the opportunity costs related to that liquidity.
The liquidity risk management has a threefold objective: (i) Liquidity, ie, to ensure the permanent access in the most efficient way to obtain sufficient funds to settle current payments within the respective dates of maturity as well as any eventual not forecasted requests for funds, within the deadlines set for this; (ii) Safety, ie to minimise the probability of default in any reimbursement of application of funds; and (iii) Financial Efficiency, ie, to ensure that the Group maximises the value / minimises the opportunity cost of holding excess liquidity in the short term.
The main underlying policies correspond to the variety of instruments allowed, the maximum acceptable level of risk, the maximum amount of exposure by counterparty and the maximum periods for investments.
The existing liquidity in the Group should be applied to the alternatives and by the order described below:
The applications in the market are limited to eligible counterparties, with ratings previously established by the Board and limited to certain maximum amounts by counterparty.
The definition of maximum amounts intends to ensure that the application of liquidity in excess is made in a prudent way and taking into consideration the best practices in terms of bank relationships.
The maturity of applications should equal the forecasted payments (or the applications should be easily convertible, in the case of asset investments, to allow urgent and not estimated payments), considering a threshold for eventual deviations on the estimates. The threshold depends on the accuracy level of treasury estimates and would be determined by the business. The accuracy of the estimates is an important variable to quantify the amounts and the maturity of the applications in the market.
The maturity analysis for the loans obtained is presented in note 15.
the accounts receivable related to current operational activities. The credit risk associated to financial operations is mitigated by the fact that the Group, in respect to telecommunications operators, only negotiates with entities with high credit quality.
The management of this risk seeks to guarantee that the amounts owing are effectively collected within the periods negotiated without affecting the financial health of the Group. The Group uses credit rating agencies and has specific departments responsible for risk control, collections and management of processes in litigation, as well as credit insurances, which all contribute to the mitigation of credit risk.
The amounts included in the financial statements related to trade debtors and other debtors, net of impairment losses, represent the maximum exposure of the Group to credit risk.
Group companies included in the consolidation through full consolidation method, their head offices, main activities, Shareholders and percentage of share capital held at 31 March 2012 and 2011, are as follows:
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2012 | 2011 | ||||||
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* |
| Parent company | |||||||
| SONAECOM, S.G.P.S., S.A. ( ) |
Maia | Management of shareholdings. | |||||
| Subsidiaries | |||||||
| , Construção e Gestão de Redes de Comunicações, S.A. ( ) |
Maia | Design, construction, management and exploitation of electronic communications networks and their equipment and infrastructure, management of technologic assets and rendering of related services. |
Sonaecom | 100% | 100% | 100% | 100% |
| Telecomunicações, S.A. ( ) |
Maia | Implementation, installation and exploitation of towers and other sites for the instalment of telecommunications |
Optimus | 100% | 100% | 100% | 100% |
| Cape Technologies Limited ( ) |
Dublin | equipment. Rendering of consultancy services in the area of information systems. |
We Do | 100% | 100% | 100% | 100% |
| , S.A. ( ) |
Maia | Development of management platforms and commercialisation of products, services and information, with the internet as its main support. |
Sonae com SI | 75.10% | 75.10% | 75.10% | 75.10% |
| Lugares Virtuais, S.A. ( ) |
Maia | Organisation and management of electronic online portals, content acquisition, management of electronic auctions, acquisition and deployment of products and services electronically and any related activities. |
Miauger | 100% | 100% | 100% | 100% |
| Informação, S.A. ( ) |
Maia | Rendering of consultancy services in IT areas. |
Sonae com SI | 100% | 100% | 100% | 100% |
| Electrónicos, S.A. ( ) |
Maia | Organisation and management of electronic auctions of products and services on-line. |
Sonaecom | 100% | 100% | 100% | 100% |
| M3 , S.A. ( 3 )(a) |
Maia | Digital publishing, electronic publishing and production of Internet contents. |
Público | Dissolved | 100% | 100% | |
| Optimus - Comunicações, S.A. ('Optimus') |
Maia | Implementation, operation, exploitation and offer of networks and rendering services of electronic comunications and related resources; offer and commercialisation of products and equipments of electronic communications. |
Sonaecom Sonae Telecom Sonaecom BV |
64.14% 35.86% - |
64.14% 35.86% - |
54.15% 35.86% 9.00% |
54.15% 35.86% 9.00% |
| Per- , S.A. ( - ) |
Maia | Purchase, sale, renting and operation of property and commercial establishments. |
Optimus | 100% | 100% | 100% | 100% |
| Praesidium Services Limited ( ) |
Berkshire | Rendering of consultancy services in the area of information systems. |
We Do UK | 100% | 100% | 100% | 100% |
| PCJ - Público, Comunicação e Jornalismo, S.A. ('PCJ') |
Maia | Editing, composition and publication of periodical and non-periodical material and the exploration of radio and TV stations and studios. |
Sonaecom | 100% | 100% | 100% | 100% |
| , S.A. ( ) |
Maia | Editing, composition and publication of periodical and non-periodical material. |
Sonaecom | 100% | 100% | 100% | 100% |
| * Sonaecom effective participation |
(a) Company dissolved in October 2011
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2012 | 2011 | ||||||
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* |
| , 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 SI | 86.995% | 86.995% | 86.995% | 86.995% |
| Sonaecom - Serviços Partilhados, S.A. ('Sonaecom SP') (b) |
Maia | Support, management consulting and administration, particularly in the areas of accounting, taxation, administrative procedures, logistics, human resources and training. |
Sonaecom | 100% | 100% | ||
| , S.G.P.S., S.A. ( ) |
Maia | Management of shareholdings in the area of corporate ventures and joint ventures. |
Sonaecom | 100% | 100% | 100% | 100% |
| Sonaecom - Sistemas de Información Espanã, S.L. ("SSI Espanã") |
Madrid | Rendering of consultancy services in the area of information systems. |
Sonae com SI | 100% | 100% | 100% | 100% |
| Sonaecom BV | Amsterdam | Management of shareholdings. | Sonaecom | 100% | 100% | 100% | 100% |
| Sonae Telecom, S.G.P.S., S.A. ( ) |
Maia | Management of shareholdings in the area of telecommunications. |
Sonaecom | 100% | 100% | 100% | 100% |
| Sonaetelecom BV | Amsterdam | Management of shareholdings. | Sonaecom | 100% | 100% | 100% | 100% |
| Sontária - Empreendimentos Imobiliários, S.A. ('Sontária') |
Maia | Realisation of urbanisation and building construction, planning, urban management, studies, construction and property management, buy and sale of properties and resale of purchased for that purpose. |
Sonaecom | 100% | 100% | 100% | 100% |
| Tecnológica Telecomunicações, LTDA. ( ) |
Rio de Janeiro | Rendering of consultancy and technical assistance in the area of IT systemsand telecommunications |
We Do Brasil | 99.99% | 99.90% | 99.99% | 99.90% |
| , S.A. ( ) |
Maia | Rendering of consultancy services in the area of information systems. |
Sonae com SI | 100% | 100% | 100% | 100% |
| Wedo do Brasil Soluções Informáticas, Ltda. ( ) |
Rio de Janeiro | Commercialisation of software and hardware; rendering of consultancy and technical assistance related to information technology and data processing. |
We Do | 99.91% | 99.91% | 99.91% | 99.91% |
| We Do Poland Sp. Z.o.o. ( ) |
Posnan | Rendering of consultancy services in the area of information systems. |
Cape Technologies | 100% | 100% | 100% | 100% |
| We Do Technologies Americas, Inc ( | ) Wilmington | Rendering of consultancy services in the area of information systems. |
Cape Technologies | 100% | 100% | 100% | 100% |
| We Do Technologies Australia PTY Limited ( ) |
Sydney | Rendering of consultancy services in the area of information systems. |
Cape Technologies | 100% | 100% | 100% | 100% |
| We Do Technologies BV ( ) |
Amsterdam | Management of shareholdings. | We Do | 100% | 100% | 100% | 100% |
| ( ) |
Kuala Lumpur Rendering of consultancy services in the area of information systems. |
We Do BV | 100% | 100% | 100% | 100% | |
| We Do Technologies Chile SpA ("We Do Chile") | Chile | Rendering of consultancy services in the area of information systems. |
We Do BV | 100% | 100% | 100% | 100% |
| We Do Technologies Egypt LLC ( | ) Cairo | Rendering of consultancy services in the | We Do BV | 90% | 90% | 90% | 90% |
| area of information systems. | Sonaecom BV | 5% | 5% | 5% | 5% | ||
| Sonaetelecom BV | 5% | 5% | 5% | 5% | |||
| We Do Technologies (UK) Limited ( ) |
Berkshire | Management of shareholdings. | We Do | 100% | 100% | 100% | 100% |
| We Do Technologies Mexico, S de R.L. ( | Mexico City | Rendering of consultancy services in the | Sonaecom BV | 5% | 5% | 5% | 5% |
| ) | area of information systems. | We Do BV | 95% | 95% | 95% | 95% | |
| We Do Technologies Panamá S.A. ("We Do Panamá") |
Panamá City | Rendering of consultancy services in the area of information systems. |
We Do BV | 100% | 100% | 100% | 100% |
| We Do Technologies Singapore PTE. LTD. ("We | Singapore | Rendering of consultancy services in the | We Do BV | 100% | 100% | 100% | 100% |
| Do Singapura") | area of information systems. |
* Sonaecom effective participation
(b) Company established in January 2012.
All the above companies were included in the consolidation in accordance with the full consolidation method under the terms of IAS 27 ).
At 31 March 2012 and 2011, the Group jointly controls and consolidates through the proportional method the following companies:
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2012 | 2011 | ||||||
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* |
| V.N. Gaia | Trade and industry of graphic design and publishing. |
Público | 50% | 50% | 50% | 50% | |
| Sociedade Independente de Radiodifusão | Oporto | Sound broadcasting. Radio station. |
Público | 45% | 45% | - | - |
*Sonaecom effective participation
(a) Company included in the consolidated financial statements in accordance with the equity method, in March 2011.
During the year ended at 31 December 2011, the consolidation of SIRS was changed from equity method to proportional method, considering the rights of governance attributed to Sonaecom under the This change did not have a significant impact on the consolidated financial statements at 31 December 2011 and at 31 March 2012.
At 31 March 2012 and 2011, the main impacts arising from the consolidation by the proportional method of the above mentioned entities, are as follows (debit / (credit)):
| 2012 | 2011 | |
|---|---|---|
| Non-current assets | 2,146,540 | 2,509,856 |
| Current assets | 1,078,501 | 789,750 |
| Non-current liabilities | (1,888,338) | (2,285,263) |
| Current liabilities | (745,990) | (518,065) |
| Net result | (64,576) | (76,414) |
| Total revenues | (482,619) | (437,345) |
| Total costs | 418,043 | 360,931 |
At 31 March 2011, this caption included an investment in an associated company, of which the head office, main activity, shareholder, percentage of share capital held and book value were as follows:
| Percentage of share capital held | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2012 | 2011 | Book value | |||||||
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* | 2012 | 2011 |
| Associated companies Sociedade Independente de Radiodifusão Sonora, S.A. |
Oporto | Sound broadcasting. Radio station. |
Público | - | - | 45% | 45% | (b) | (a) |
*Sonaecom effective participation
(a) Investment recorded at a nil book value.
(b) Company jointly controled in 31 March 2012 (note 3).
At 31 March 2011 the associated company was included in the consolidated financial statements in accordance with the equity method, as referred in note 1. b). It was not necessary to make any adjustments between the accounting policies of the associated company and the Group accounting policies, since there were no significant differences.
At 31 March 2011, the assets, liabilities, total revenues and net results of associated company were as follows:
| Company | Assets | Liabilities | Total revenues | Net results |
|---|---|---|---|---|
| 2011 | ||||
| Sociedade Independente de Radiodifusão Sonora, S.A. | 504,568 | 517,326 | 230,113 | 17,676 |
During the periods ended at 31 March 2012 and 2011, the following changes occurred in the composition of the Group:
| Shareholder | Subsidiary | Date | Share capital | Current % shareholding |
|---|---|---|---|---|
| 2012 | ||||
| Sonaecom | Sonaecom SP | Jan-12 | 50,000 EUR | 100.00% |
The movement in tangible assets and in the corresponding accumulated depreciation and impairment losses in the periods ended at 31 March 2012 and 2011 was as follows:
| 2012 | |||||||
|---|---|---|---|---|---|---|---|
| Land, Buildings and other constructions |
Plant and machinery |
Vehicles | Fixtures and fittings |
Tools | Other tangible assets |
Work in progress | Total |
| 302,416,354 | 1,039,039,573 | 184,996 | 201,461,205 | 1,181,254 | 5,677,521 | 36,269,347 | 1,586,230,250 |
| 65,771 | 1,498,254 | 3,717,429 | 220 | 1,025 | 13,024,288 | 18,306,987 | |
| (75,531) | (14,960,003) | (158,745) | (18,892) | (15,213,171) | |||
| 2,838,813 | 8,796,132 | 157,320 | 419 | 28,731 | (12,771,472) | (950,057) | |
| 305,245,407 | 1,034,373,956 | 184,996 | 205,177,209 | 1,181,893 | 5,688,385 | 36,522,163 | 1,588,374,009 |
| 161,265,292 | 655,832,295 | 136,116 | 179,673,009 | 1,137,465 | 4,772,518 | 1,002,816,695 | |
| 2,572,374 | 14,281,883 | 8,192 | 4,452,520 | 3,104 | 120,894 | 21,438,967 | |
| (24,466) | (11,387,647) | (132,514) | (5,117) | (11,549,744) | |||
| (419) | (2,345) | (1,061) | (3,825) | ||||
| 163,812,781 | 658,724,186 | 144,308 | 183,991,954 | 1,140,569 | 4,888,295 | 1,012,702,093 | |
| 141,432,626 | 375,649,770 | 40,688 | 21,185,255 | 41,324 | 800,090 | 36,522,163 | 575,671,916 |
| 2011 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Land, Buildings and other constructions |
Plant and machinery |
Vehicles | Fixtures and fittings |
Tools | Other tangible assets |
Work in progress | Total | |
| Gross assets | ||||||||
| Balance at 31 December 2010 | 293,165,987 | 1,035,279,721 | 185,510 | 191,447,203 | 1,164,237 | 5,543,321 | 40,982,832 | 1,567,768,811 |
| Additions | 24,397 | 1,321,664 | 3,261,930 | 7,675 | 14,151,577 | 18,767,243 | ||
| Disposals | (39,509) | (41,418,086) | (3,101,835) | (2,096) | (44,561,526) | |||
| Transfers and write-offs | 3,172,889 | 22,469,623 | 672,227 | 2,332 | 989 | (30,231,740) | (3,913,680) | |
| Balance at 31 March 2011 | 296,323,764 | 1,017,652,922 | 185,510 | 192,279,525 | 1,172,148 | 5,544,310 | 24,902,669 | 1,538,060,848 |
| Accumulated depreciation and impairment losses | ||||||||
| Balance at 31 December 2010 | 153,589,162 | 647,567,969 | 103,516 | 169,023,979 | 1,124,067 | 3,990,377 | 975,399,070 | |
| Depreciation for the period | 3,219,136 | 12,562,801 | 8,224 | 4,283,823 | 4,650 | 189,498 | 20,268,132 | |
| Disposals | (2,402) | (34,815,073) | (3,101,835) | (790) | (37,920,100) | |||
| Transfers and write-offs | (994,674) | (1,932,680) | (141,826) | (4,002) | (3,073,182) | |||
| Balance at 31 March 2011 | 155,811,222 | 623,383,017 | 111,740 | 170,064,141 | 1,123,925 | 4,179,875 | 954,673,920 | |
| Net value | 140,512,542 | 394,269,905 | 73,770 | 22,215,384 | 48,223 | 1,364,435 | 24,902,669 | 583,386,928 |
The additions that occurred during the periods ended at 31 March 2012 and 2011 included: assets associated with the UMTS operation (Universal Mobile Telecommunications Service), HSDPA (Kanguru Express), GSM (Global Standard for Mobile Communications), GPRS (General Packet Radio Service), FTTH (Fibre-to-the-Home) and LTE (Long Term Evolution), some of which are associated with on
During the periods ended at 31 March 2012 and 2011, disposals include the sale of a set of assets related with 2G, 3G and Micro-Wave network.
The acquisition cost of Tangible assets held by the Group under finance lease contracts, amounted to Euro 34,866,677 and Euro 30,541,539 as of 31 March 2012 and 2011, and their net book value as of those dates amounted to Euro 20,362,503 and Euro 17,514,106, respectively.
At 31 March 2012, the heading 'Tangible assets' included an amount of Euro 22.4 million (2011: Euro 19.5 million) that relates to the net book value of the telecommunications equipment delivered to customers, under free lease agreements with a pre-defined period, which are being amortised over the duration of their contracts.
At 31 March 2012 and 2011, obtained, except for the assets acquired under financial lease contracts.
The transfers of the period include the transfer for Intangible Assets of a set of assets that were hitherto Tangible assets in progress (note 7).
at 31 March 2012 and 2011 were made up as follows:
| 2012 | 2011 | |
|---|---|---|
| Development of mobile and fixed network | 30,207,793 | 23,143,180 |
| Information systems | 2,495,594 | 76,451 |
| Other projects in progress | 3,818,776 | 1,683,038 |
| 36,522,163 | 24,902,669 |
At 31 March 2012 and 2011, the amounts of commitments to third parties relating to investments to be made were as follows:
| 2012 | 2011 | |
|---|---|---|
| Network | 38,006,060 | 18,534,167 |
| Information systems | 1,101,275 | 1,593,282 |
| 39,107,335 | 20,127,449 |
In the periods ended at 31 March 2012 and 2011, the movement occurred in Intangible assets and in the corresponding accumulated amortisation and impairment losses, was as follows:
| 2012 | ||||
|---|---|---|---|---|
| Brands and patents and other rights |
Software | Intangible assets in progress |
Total | |
| Gross assets | ||||
| Balance at 31 December 2011 (restated) | 361,690,451 | 296,368,783 | 117,812,807 | 775,872,041 |
| Additions | 6,769,955 | 254,489 | 3,645,093 | 10,669,537 |
| Disposals | ||||
| Transfers and write-offs | (6,030,032) | 6,376,540 | (5,477,316) | (5,130,808) |
| Balance at 31 March 2012 | 362,430,374 | 302,999,812 | 115,980,584 | 781,410,770 |
| Accumulated amortisation and impairment losses | ||||
| Balance at 31 December 2011 (restated) | 153,193,021 | 233,557,139 | 386,750,160 | |
| Amortisation for the period | 10,031,884 | 5,309,698 | 15,341,582 | |
| Disposals | ||||
| Transfers and write-offs | (6,070,036) | (19,555) | (6,089,591) | |
| Balance at 31 March 2012 | 157,154,869 | 238,847,282 | 396,002,151 | |
| Net value | 205,275,505 | 64,152,530 | 115,980,584 | 385,408,619 |
| 2011 | ||||
|---|---|---|---|---|
| Brands and patents and other rights |
Software | Intangible assets in progress |
Total | |
| Gross assets | ||||
| Balance at 31 December 2010 (restated) | 359,491,468 | 264,381,328 | 16,085,854 | 639,958,650 |
| Additions | 6,587,747 | 177,901 | 3,950,670 | 10,716,318 |
| Disposals | (14,858) | (14,858) | ||
| Transfers and write-offs | (13,021) | 9,503,783 | (8,818,818) | 671,944 |
| Balance at 31 March 2011 (restated) | 366,066,194 | 274,048,154 | 11,217,706 | 651,332,054 |
| Accumulated amortisation and impairment losses | ||||
| Balance at 31 December 2010 (restated) | 137,409,894 | 211,641,924 | 349,051,818 | |
| Amortisation for the period | 10,093,007 | 5,311,734 | 15,404,741 | |
| Disposals | (2,077) | (2,077) | ||
| Transfers and write-offs | (257) | (88,463) | (88,720) | |
| Balance at 31 March 2011 (restated) | 147,502,644 | 216,863,118 | 364,365,762 | |
| Net value | 218,563,550 | 57,185,036 | 11,217,706 | 286,966,292 |
Under the agreed terms resulting from the grant of the UMTS License, Optimus Comunicações, S.A., committed to contribute to the p 74 million which will have to be realised until the end of 2015.
In accordance with the Agreement established on 5 June 2007 with the Ministry of Public Works, Transportation and Communications (MOPTC), part of these commitments, up to Euro 159 million, would be realised through own projects eligible as contributions to the course of Optimus network and technology, if not directly related with the accomplishment of other obligations inherent to the attribution of the UMTS License, and activities of research, development and promotion of services, contents and applications). These own projects must be recognised by the MOPTC and by entities created specifically for this purpose. At 31 March 2012, the total amount was already incurred and validated by the above referred entities, so, at this date, there are no additional responsibilities related to these
commitments. These charges were recorded in the attached financial statements at the moment the projects were carried out and the estimated costs became known.
The remaining commitments, up to Euro 116 million, will be realised, as agreed between Optimus Comunicações S.A. and MOPTC, ciativas the widesprea established by the three mobile operators with businesses in Portugal. All responsibility is recognised as an additional cost of UMTS - March 2012, all the responsibilities with such commitments are fully recorded in the attached consolidated financial statements.
At 31 March 2012 and 2011 amount of Euro 92.3 million (2011: Euro 98.6 million) that correspo updated in September 2009 and in December 2011 and the amount of Euro 17.5 million (2011: Euro 18.0 million) that corresponds to the costs incurr
At 31 March 2012 and 2011 177,899,536 and Euro 188,847,655, respectively, that correspond to the investments net of depreciations made in the development of the UMTS network, including: (i) Euro 56,255,402 (2011: Euro 59,255,690) related to the license; (ii) Euro 18,796,992 (2011: Euro 19,799,499) related to the agreement signed in 2002 between Oni Way and the other three mobile telecommunication operators with activity in Portugal; (iii) Euro 5,773,124 (2011: Euro 6,081,024 le telecommunication operators in Portugal; and (iv) Euro 92,267,526 (2011: Euro 98,648,604
The intangible assets in progress, at 31 March 2012, were mainly composed of the present value of the cost of acquiring the spectrum for 4th generation, in amount of Euro 110.4 million.
The assessment of impairment for the main tangible and intangible assets, in the mobile and fixed segments, is carried out as nd consequently cannot be analysed separately.
Intangible and tangible assets include interest and other financial expenses incurred, directly related to the construction of certain items of work in progress.
At 31 March 2012 and 2011, the total net amount of financial expenses capitalization amounted to Euro 10,279,410 and Euro 10,977,953, respectively. The amounts capitalised in the periods ended at 31 March 2012 and 2011 were Euro 1,056,285 and Euro 194,805, respectively. An interest capitalisation rate of 2.89% was used in 2012 (2.00% in 2011), which corresponds to the average interest rate supported by the Group.
At 31 March 2012 and 2011, the breakdown of financial instruments was as follows:
| 2012 | |||||
|---|---|---|---|---|---|
| Loans and receivables |
Investments available for sale |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non-current assets | |||||
| Investments available for sale (note 10) | 212,323 | 212,323 | 212,323 | ||
| 212,323 | 212,323 | 212,323 | |||
| Current assets | |||||
| Trade debtors | 107,408,958 | 107,408,958 | 107,408,958 | ||
| Other current debtors | 21,009,340 | 21,009,340 | 7,704,651 | 28,713,991 | |
| Cash and cash equivalents (note 12) | 99,898,634 | 99,898,634 | 99,898,634 | ||
| 228,316,932 | 228,316,932 | 7,704,651 | 236,021,583 |
| 2011 | |||||
|---|---|---|---|---|---|
| Loans and receivables |
Investments available for sale |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non-current assets | |||||
| Investments available for sale (note 10) | 212,323 | 212,323 | 212,323 | ||
| 212,323 | 212,323 | 212,323 | |||
| Current assets | |||||
| Trade debtors | 106,241,168 | 106,241,168 | 106,241,168 | ||
| Other current debtors | 22,765,846 | 22,765,846 | 42,554,538 | 65,320,384 | |
| Cash and cash equivalents (note 12) | 100,808,101 | 100,808,101 | 100,808,101 | ||
| 229,815,115 | 229,815,115 | 42,554,538 | 272,369,653 |
| 2012 | |||||
|---|---|---|---|---|---|
| Liabilities recorded at | Other financial | Others not covered | |||
| amortised cost | liabilities | Subtotal | by IFRS 7 | Total | |
| Non-current liabilities | |||||
| Medium and long-term loans net of short-term portion (note 15) | 289,558,835 | 289,558,835 | 289,558,835 | ||
| Other non-current financial liabilities (note 16) | 19,852,885 | 19,852,885 | 19,852,885 | ||
| Securitisation of receivables (note 18) | 14,981,949 | 14,981,949 | 14,981,949 | ||
| 304,540,784 | 19,852,885 | 324,393,669 | 324,393,669 | ||
| Current liabilities | |||||
| Short-term loans and other loans (note 15) | 143,325,091 | 143,325,091 | 143,325,091 | ||
| Trade creditors | 134,383,857 | 134,383,857 | 134,383,857 | ||
| Other current financial liabilities (note 19) | 2,945,208 | 2,945,208 | 2,945,208 | ||
| Securitisation of receivables (note 18) | 19,838,393 | 19,838,393 | 19,838,393 | ||
| Other creditors | 2,281,947 | 2,281,947 | 10,257,787 | 12,539,734 | |
| 163,163,484 | 139,611,012 | 302,774,496 | 10,257,787 | 313,032,283 |
| 2011 | |||||
|---|---|---|---|---|---|
| Liabilities recorded at amortised cost |
Other financial liabilities |
Subtotal | Others not covered by IFRS 7 |
Total | |
| Non-current liabilities | |||||
| Medium and long-term loans net of short-term portion (note 15) | 363,173,473 | 363,173,473 | 363,173,473 | ||
| Other non-current financial liabilities (note 16) | 18,401,802 | 18,401,802 | 18,401,802 | ||
| Securitisation of receivables (note 18) | 34,809,214 | 34,809,214 | 34,809,214 | ||
| 397,982,687 | 18,401,802 | 416,384,489 | 416,384,489 | ||
| Current liabilities | |||||
| Short-term loans and other loans (note 15) | 41,067,999 | 41,067,999 | 41,067,999 | ||
| Trade creditors | 146,563,075 | 146,563,075 | 146,563,075 | ||
| Other current financial liabilities (note 19) | 2,420,049 | 2,420,049 | 2,420,049 | ||
| Securitisation of receivables (note 18) | 19,679,793 | 19,679,793 | 19,679,793 | ||
| Other creditors | 2,825,704 | 2,825,704 | 16,794,837 | 19,620,541 | |
| 60,747,792 | 151,808,828 | 212,556,620 | 16,794,837 | 229,351,457 |
Considering the nature of the balances, the amounts to be paid and received to/ outside the scope of IFRS 7. Also, the captio - and -current li were not included in this note, as the nature of such balances are not within the scope of IFRS 7.
For the periods ended at 31 March 2012 and 2011, the movements occurred in Goodwill were as follows:
| 2012 | 2011 | |
|---|---|---|
| Opening balance | 521,103,723 | 526,141,552 |
| Movements of the year | (29,830) | |
| Closing balance | 521,103,723 | 526,111,722 |
For the periods ended at 31 March 2011 ge rate update of the Goodwill.
Goodwill at 31 March 2012 and 2011 was made up as follows:
| 2012 | 2011 | |
|---|---|---|
| Optimus | 485,092,375 | 485,092,375 |
| Público | 15,000,000 | 20,000,000 |
| Cape Technologies | 17,476,354 | 17,476,354 |
| We Do | 1,971,668 | 1,971,668 |
| Praesidium Services | 1,183,662 | 1,118,841 |
| Unipress | 321,698 | 321,698 |
| Per-Mar | 47,253 | 47,253 |
| Be Towering | 10,713 | 10,713 |
| SIRS | - | 72,820 |
| 521,103,723 | 526,111,722 |
The evaluation of the existence of impairment losses in Goodwill is made by taking into account the cash-generating units, based on jections for periods of five years. The discount rates used were based on the estimated weighted average cost of capital, which depends on the business segment of each subsidiary, as indicated in the table below. In perpetuity, the Group considered a growth rate of around 3% and others considered more conservative. In situations where the measurement of the existence, or not, of impairment is made based on the net selling price, values of similar transactions and other proposals made are used.
| Discount rate | |
|---|---|
| Telecommunications | 9.50% |
| Multimedia | 10.00% |
| Information Systems | 11.50% |
At 31 March 2012 and 2011, this caption included investments classified as available-for-sale and was made up as follows:
| % | 2012 | 2011 | |
|---|---|---|---|
| 1.38% | 197,344 | 197,344 | |
| VISAPRESS - Gestão de Conteúdos dos Média, CRL | 10.00% | 5,000 | 5,000 |
| Others | - | 9,979 | 9,979 |
| 212,323 | 212,323 |
During the periods ended at 31 March 2012 and 2011 ts.
At 31 March 2012, these investments correspond to shareholdings of immaterial amount, in unlisted companies, in which the Group has no significant influence, and in which the acquisition cost of such investments is a reasonable estimation of their fair value, adjusted where applicable, by the respective impairment losses.
The assessment of impairment in the investments described above is performed through comparisons with the value of the percentage of share capital detained by the Group and with multiples of sales and EBITDA of companies of the same sector.
The financial information regarding these investments is detailed below (in thousands of euro):
| Assets | funds | Gross debt | Turnover | Operational results |
Net income | |
|---|---|---|---|---|---|---|
| (1) | 15,237 | 6,681 | 1,637 | 19,387 | 337 | 613 |
| VISAPRESS - Gestão de Conteúdos dos Média, CRL (1) | 22 | (35) | - | 53 | (18) | (18) |
(1) Amounts expressed in thousands euro at 31 December 2011.
Deferred tax assets at 31 March 2012 and 2011, amounted to Euro 99,271,674 and Euro 106,382,083, respectively, and arose, mainly, from tax losses carried forward, temporary differences and from differences between the accounting and tax amount of some fixed assets.
The movements in deferred tax assets in the periods ended at 31 March 2012 and 2011 were as follows:
| 2012 | 2011 | |
|---|---|---|
| Opening balance | 103,853,881 | 109,587,224 |
| Impact on results: | ||
| Movements of Deferred tax assets related with Tax losses of previous years | (115,820) | - |
| Deferred tax assets related to tax losses of previous years | - | 3,561,317 |
| Adjustments in the conversion to IAS/IFRS | (1,683,613) | (1,556,996) |
| Movements in provisions not accepted for tax purposes and tax benefits | 540,720 | - |
| Temporary differences resultant of UMTS license | (91,260) | (84,034) |
| Temporary net differences between the tax and the accounting amount of certain fixed assets | (2,469,150) | (4,339,394) |
| Temporary differences arising from the securitisation of receivables (Optimus) | (805,000) | (805,000) |
| Sub-total effect on results (note 22) | (4,624,123) | (3,224,107) |
| Others | 41,916 | 18,966 |
| Closing balance | 99,271,674 | 106,382,083 |
At 31 December 2008, deferred tax assets were recognised in the amount of Euro 16.1 million with regard to the securitisation of future receivables completed in December 2008 (note 18). As a result of that operation, and in accordance with the provisions of Decreto-Lei nº 219/2001 (Decree-Law) of 4 August, an amount of Euro 100 million was generated from that operation and it was added for purposes of determining the taxable income for the year 2008, thereby generating a temporary difference between accounting and taxable income result, which led to the recognition of a deferred tax asset to the extent that its use was, with reasonable safety, probable. Until 31 March 2012, an amount of Euro 10.75 million was reversed corresponding to the reversal of the above referred temporary difference.
Deferred taxes related to the IAS / IFRS adjustments correspond to the temporary differences generated in the companies included in consolidation and result from the fact that IAS / IFRS conversion adjustments, recorded in these companies at 31 December 2009, already considered in consolidated financial statements under IAS / IFRS, from previous years, only be considered for tax purposes, linearly, for a period of five years between 2010 and 2014.
Deferred taxes related to the UMTS license refers to temporary differences related to the value of the UMTS license, of the subsidiary Optimus. In consolidated financial statements and in accordance with IAS / IFRS, the license was amortised linearly, by the estimated period of useful life. For tax purposes, until the year 2009, the UMTS license was amortised using, on the first five years of commercial operation, from 2004 to 2008, incremental monthly basis depending of the capacity of the network installed, which would be applied after the straight-line monthly basis until the term of the license. Thus, the group recorded deferred tax assets relating to the temporary differences between the value of the license for tax purposes and the value recorded in the consolidated financial statements.
At 31 March 2012 and 2011, assessments of the deferred tax assets to be recognised were made. Potential deferred tax assets were recorded to the extent that future taxable profits were expected to be generated against which the tax losses and deductible tax differences could be used. These assessments were made based on the most recent business plans duly approved by the Board of Directors of the Group companies, which are periodically reviewed and updated. The main criteria used in those business plans are described in note 9.
The rate used at 31 March 2012 and 2011, in Portuguese companies, to calculate the deferred tax assets relating to tax losses carried forward was 25%. The rate used to calculate the temporary differences, including provisions not accepted and impairment losses, was 26.5%. Tax benefits, related to deductions from taxable income, are considered at 100%, and in some cases, their full acceptance is dependent on the approval of the authorities that concede such tax benefits. understood to be unlikely the taxation of temporary differences during the estimated period when the referred rate will be applicable. For foreign companies was used the rate in force in each country.
In accordance with the tax returns and other information prepared by the companies that have registered deferred tax assets, the detail of such deferred tax assets, by nature, at 31 March 2012 was as follows:
| Companies excluded of the tax group | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Nature | Companies included in the tax group |
Digitmarket | Cape Technologies |
We Do Brasil | We Do USA | Sonecom Sistemas de Informação |
Espanha We Do Mexico | Total | Total Sonaecom Group |
| Tax losses: | |||||||||
| To be used until 2015 | 6,199,247 | - | - | - | - | - | - | 6,199,247 | |
| To be used until 2021 | - | - | - | - | - | - | 76,790 | 76,790 | 76,790 |
| To be used until 2025 | - | - | - | - | - | 158,938 | - | 158,938 | 158,938 |
| To be used until 2030 | - | - | - | - | 142,929 | - | - | 142,929 | 142,929 |
| Unlimited utilisation | - | - | 134,506 | 324,538 | - | - | - | 459,044 | 459,044 |
| Tax losses | 6,199,247 | - | 134,506 | 324,538 | 142,929 | 158,938 | 76,790 | 837,701 | 7,036,948 |
| Tax provisions not accepted and other temporary differences | 26,621,530 | 31,920 | - | 121,935 | - | - | 248,123 | 401,978 | 27,023,508 |
| Tax benefits (SIFIDE) | 3,536,742 | - | - | - | - | - | - | - | 3,536,742 |
| Adjustments in the conversion to IAS/IFRS | 18,519,162 | 579 | - | 579 | 18,519,741 | ||||
| Temporary differences arising from the securitisation of receivables | 5,635,000 | - | - | - | - | - | - | - | 5,635,000 |
| Differences between the tax and accounting amount | |||||||||
| of certain fixed assets and others | - | - | - | - | - | - | - | - | 37,506,068 |
| Others | - | - | - | (5,958) | 5,933 | - | 13,692 | 13,667 | 13,667 |
| Total | 60,511,681 | 32,499 | 134,506 | 440,515 | 148,862 | 158,938 | 338,605 | 1,253,925 | 99,271,674 |
At 31 March 2012 and 2011, 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:
| 2012 | 2011 | |
|---|---|---|
| Tax losses | 27,364,673 | 44,921,465 |
| Temporary differences (provisions not accepted for tax purposes and other temporary diferences) | 44,356,433 | 36,538,083 |
| Others | 12,386,796 | 10,643,352 |
| 84,107,902 | 92,102,900 |
| Due date | 2012 | 2011 | |||
|---|---|---|---|---|---|
| 2011 | 4,456,587 | ||||
| 2012 | 4,576,414 | 12,014,180 | |||
| 2013 | 13,847,153 | 13,878,056 | |||
| 2014 | 492,722 | 652,942 | |||
| 2015 | 4,396,373 | 6,305,886 | |||
| 2016 | 373,425 | 1,204,308 | |||
| 2017 | 156,996 | 1,771,661 | |||
| 2018 | 327,826 | 409,870 | |||
| 2019 | 51,352 | 1,453,372 | |||
| 2020 | 10,202 | ||||
| 2021 | 66,903 | ||||
| 2022 | 13,860 | ||||
| 2027 | 32,918 | ||||
| Unlimited | 3,018,529 | 2,774,603 | |||
| 27,364,673 | 44,921,465 |
The years 2016 and following are applicable to the subsidiaries incorporated in countries in which the reporting period of tax losses is greater than four years.
The deferred tax liabilities at 31 March 2012 and 2011 amounting to Euro 3,336,162 and Euro 5,529,885, respectively, result mainly from consolidation adjustments and from temporary differences between tax and accounting results of the tangible and intangible assets referred with the costs related
The movement that occurred in deferred tax liabilities in the periods ended at 31 March 2012 and 2011 were as follows:
| 2012 | 2011 (restated) |
|
|---|---|---|
| Opening balance (restated) | (5,186,711) | (5,559,170) |
| Impact on results: | ||
| Temporary differences between tax and accounting results of the tangible and intangible assets | 1,359,734 | 29,285 |
| Total impact on results (note 22) | 1,359,734 | 29,285 |
| Others | 490,815 | - |
| Closing balance | (3,336,162) | (5,529,885) |
The reconciliation between the earnings before taxes and the taxes recorded for the periods ended at 31 March 2012 and 2011 is as follows:
| 2012 | 2011 (restated) |
|
|---|---|---|
| Earnings before taxes | 21,221,140 | 17,487,117 |
| Income tax rate (25%) | (5,305,285) | (4,371,779) |
| Deferred tax assets not recognised in the individual accounts and / or resulting from consolidation adjustments and other | ||
| adjustments to taxable income | (1,548,217) | (677,922) |
| Record/(reverse) of deferred tax assets related to previous years | 732,922 | 850,000 |
| Use of tax losses and tax benefits without record of deferred tax asset in previous years | 2,165,974 | - |
| Temporary differences for the year without record of deferred tax assets | (659,711) | - |
| Record of deferred tax liabilities | - | 29,285 |
| Temporary differences arising from the securitisation of receivables | 450,000 | 450,000 |
| Movements in the temporary differences between the tax and accounting amounts of the UMTS license | (91,260) | (84,034) |
| Income taxation recorded in the year (note 22) | (4,255,576) | (3,804,450) |
Portuguese Tax Authorities can review the income tax returns of the Company and of its subsidiaries with head office in Portugal for a period of four years (five years for Social Security), except when tax losses have been generated, tax benefits have been granted or when any review, claim or impugnation is in course, in which circumstances, the periods are extended or suspended. Consequently, tax returns of each year, since the year 2008 (inclusive) are still subject to such review. The Board of Directors believes that any correction that may arise as a result of such review would not have a significant impact on the accompanying consolidated financial statements.
For the year ended 31 December 2010, the subsidiary Optimus was notified of the Report of Tax Inspection, where it considers that it is inappropriate the increase, when calculating the taxable profit for the year 2008, of the amount of Euro 100 million, with respect to initial price of future credits transferred to securitization. The Settlement Note, was receipt on April 2011, and Optimus will challenge that decision and is confidence of the Board of Directors of the Optimus and the Group that there are strong arguments to obtain a favorable decision for Optimus, For this reason, Optimus kept the recording of deferred tax assets associated with this operation.
of Directors believes that there are no liabilities not provisioned in the consolidated financial statements, associated to probable tax contingencies that should have been registered or disclosed in the accompanying financial statements, at 31 March 2012.
At 31 March 2012 and 2011, the detail of cash and cash equivalents was as follows:
| 2012 | 2011 | |
|---|---|---|
| Cash | 155,989 | 281,750 |
| Bank deposits repayable on demand | 4,400,949 | 6,986,351 |
| Treasury applications | 95,341,696 | 93,540,000 |
| Cash and cash equivalents | 99,898,634 | 100,808,101 |
| Bank overdrafts (note 15) | (255,642) | (782) |
| 99,642,992 | 100,807,319 |
At 31 March 2012 and 2011
| 2012 | 2011 | |
|---|---|---|
| Sonae Investments BV | 31,810,000 | 51,810,000 |
| Bank applications | 63,531,696 | 41,730,000 |
| 95,341,696 | 93,540,000 |
During the period ended at 31 March 2012, the above mentioned treasury applications bear interests at an average rate of 3.20% (2.21% in 2011).
At 31 March 2012 and 2011, the share capital of Sonaecom was comprised by 366,246,868 ordinary registered shares of 1 euro each. At those dates, the Shareholder structure was as follows:
| 2012 | 2011 | |||
|---|---|---|---|---|
| Number of shares | % | Number of shares | % | |
| Sontel BV | 194,063,119 | 52.99% | 183,374,470 | 50.07% |
| 80,761,848 | 22.05% | 72,990,796 | 19.93% | |
| Atlas Service Belgium | 73,249,374 | 20.00% | 73,249,374 | 20.00% |
| Millenium BCP | 12,500,998 | 3.41% | 12,500,998 | 3.41% |
| Own shares (note 14) | 5,020,529 | 1.37% | 9,058,807 | 2.47% |
| Sonae SGPS | 650,000 | 0.18% | 838,649 | 0.23% |
| Efanor Investimentos, S.G.P.S., S.A. | 1,000 | 0.00% | 1,000 | 0.00% |
| Sonae Investments BV | 10,500,000 | 2.87% | ||
| Santander Asset Management* | 3,732,774 | 1.02% | ||
| 366,246,868 | 100.00% | 366,246,868 | 100.00% |
*As it is not considered a qualified holding, the number of shares held by Santander Asset Management, based on the information disclosed on 16 February 2011, was include in the Free Float.
All shares that comprise the share capital of Sonaecom, are authorised, subscribed and paid. All shares have the same rights and each share corresponds to one vote.
During the period ended at 31 March 2012, Sonaecom delivered to its employees 4,746,942 own shares under its Short and Medium Term Incentive Plan (1,750,550 own shares during the period ended at 31 March 2011).
Additionally, during the period ended at 31 March 2012, Sonaecom acquired 722,271 shares (at an average price of Euro 1.223), holding at 31 March 2012, 5,020,529 own shares, representative of 1.37% of its share capital at the average acquisition cost of Euro 1.452.
At 31 March 2012 and 2011, the caption Loans had the following breakdown:
| Amount outstanding |
||||||
|---|---|---|---|---|---|---|
| Company | Issue denomination | Limit | Maturity | Type of reimbursement |
2012 | 2011 |
| Sonaecom | 'Obrigações Sonaecom SGPS 2005' | 150,000,000 | Jun-13 | Final | 150,000,000 | 150,000,000 |
| SGPS | 'Obrigações Sonaecom SGPS 2011' | 100,000,000 | Mar-15 | Final | 100,000,000 | |
| 'Obrigações Sonaecom SGPS 2010' | 40,000,000 | Mar-15 | Final | 40,000,000 | 40,000,000 | |
| 'Obrigações Sonaecom SGPS 2010' | 30,000,000 | Feb-13 | Final | 30,000,000 | ||
| Costs associated with financing set-up | (2,539,092) | (1,714,640) | ||||
| Interests incurred but not yet due | 1,370,935 | 1,072,845 | ||||
| 288,831,843 | 219,358,205 | |||||
| Sonaecom | Commercial paper | 150,000,000 | Jul-12 | 143,000,000 | ||
| SGPS | Costs associated with financing set-up | (209,652) | ||||
| Interests incurred but not yet due | 234,439 | |||||
| 143,024,787 | ||||||
| Jun/Aug-13 | ||||||
| Unipress | Bank loan | and Jul-17 | 271,123 | 399,213 | ||
| Saphety | Minority shareholder loans | 455,870 | 391,268 | |||
| 289,558,835 | 363,173,473 |
| Amount outstanding | ||||||
|---|---|---|---|---|---|---|
| Company | Issue denomination | Limit | Maturity | Type of reimbursement |
2012 | 2011 |
| Sonaecom SGPS | 'Obrigações Sonaecom SGPS 2010' | 30,000,000 | Feb-13 | Final | 30,000,000 | |
| Sonaecom | Commercial paper | 150,000,000 | Jul-12 | 100,000,000 | ||
| SGPS | Commercial paper | 25,000,000 | Apr-12 | 13,000,000 | 16,000,000 | |
| Commercial paper | 40,000,000 | May-11 | 20,000,000 | |||
| Commercial paper | 15,000,000 | Jun-12 | 5,000,000 | |||
| Costs associated with financing set-up | (188,694) | |||||
| Interests incurred but not yet due | 258,143 | 67,217 | ||||
| 113,069,449 | 41,067,217 | |||||
| Several | Bank overdrafts (note 12) | 255,642 | 782 | |||
| 143,325,091 | 41,067,999 |
In June 2005, Sonaecom signed a Bond Loan, privately placed, amounting to Euro 150 million without guarantees and with a maturity of eight years. The bonds bear interest at floating rate, indexed to Euribor and paid semiannually. This issue was organised and mounted by Millennium BCP Investimento.
In February and March 2010, Sonaecom signed two other Bond Loan, both privately placed, in the amount of Euro 30 and 40 million, without guarantees and maturities of 3 and 5 years respectively. Both loans bear interest at floating rate indexed to Euribor, and paid semiannually. The issues were organised if mounted by, respectively, Banco Espirito Santo de Investimento and Caixa - Banco de Investimento. These bond issues were traded on Euronext Lisbon market.
In September 2011, Sonaecom signed a Bond Loan, privately placed, amounting to Euro 100 million without guarantees and with a maturity of three and half years. The bonds bear interest at floating rate, indexed to Euribor and paid semiannually. This issue was organised and mounted by BNP Paribas, ING Belgium SA/NV and WestLB AG.
All the loans above are unsecured and the fulfillment of the obligations under these loans is exclusively guaranteed by the underlying activities and the indebted company cash flows generation capacity.
The average interest rate of the bond loans, in the period, was 3.52% (2.46% in 2011).
In July 2007, Sonaecom contracted a Commercial Paper Programme Issuance with a maximum amount of Euro 250 million with subscription grant and maturity of five years, organised by Banco Santander de Negócios Portugal and by Caixa Banco de Investimento. According to the original terms, this programme was reduced to the amount of Euro 150 million in July 2010.
The placing underwriting consortium is composed by the following institutions: Banco Santander Totta, Caixa Geral de Depósitos, Banco BPI, Banco Bilbao Vizcaya Argentaria (Portugal), Banco Comercial Português and BNP Paribas (in Portugal).
Additionally, Sonaecom has three other Commercial Paper Programmes, with subscription guarantee, with the following characteristics:
| Amount | Hire date | Subscription guarantee | Maturity |
|---|---|---|---|
| Euro 25 million | April 2010 | Bankia (representative in Portugal) | 23-Apr-12 |
| Euro 5 million | April 2010 | Banco BPI | one year, possibly renewable |
| Euro 15 million | June 2010 | Caixa Económica Montepio Geral | one year, possibly renewable |
| Euro 10 million* | November 2010 | Banco Popular | one year, possibly renewable |
*It can also be used as bank overdraft.
All the loans above are unsecured and the fulfilment of the obligations under these loans is exclusively guaranteed by the underlying activities and the indebted company cash flows generation capacity.
On 31 March 2012, the main financial constraints (covenants) included in debt contracts are related with the bond issue completed by Sonaecom during September 2011, totaling 100 million euros and establishing: (i) the requirement for Sonaecom, Optimus, Artis and Sonae Telecom, as well as the group companies whose both assets and EBITDA are equal or greater than 15% of the consolidated assets and the consolidated EBITDA (material subsidiaries) represent, as a whole, at least 80% of Sonaecom consolidated assets and consolidated EBITDA, and: (ii) the obligation to ensure that consolidated net debt does not exceed three times the consolidated EBITDA. Additionally, both this loan, as well as other loans are covered by Sonaecom negative pledge clauses, which impose certain over Optimus. The penalties applicable in the event of default in these covenants are generally the early payment of the loans obtained.
On 31 March 2012, Sonaecom was fully compliant with all the financial constraints above mentioned.
Sonaecom has also short term bank credit lines, in the form of current or overdraft account commitments, in the amount of Euro 19 million. These credit lines have maturities up to one year, automatically renewable, except in case of termination by either party, with some periods of notice.
All these loans and bank credit lines bear interest at market rates, indexed to the Euribor for the respective term, and were all contracted in euro.
At 31 March 2012 and 2011, the repayment schedule of medium and long-term loans and of interests (nominal values), for both bonds and commercial paper were as follows (values based on the latest interest rate established for each type of loan):
| March 2013 | March 2014 | March 2015 | March 2016 | March 2017 | |
|---|---|---|---|---|---|
| 2012 | |||||
| Bond loan: Reimbursements |
150,000,000 | 140,000,000 | |||
| Interests | 9,439,500 | 6,471,505 | 5,503,397 | ||
| Commercial paper: | |||||
| Reimbursements | |||||
| Interests | |||||
| 9,439,500 | 156,471,505 | 145,503,397 | |||
| 2011 | |||||
| Bond loan: | |||||
| Reimbursements | 30,000,000 | 150,000,000 | 40,000,000 | ||
| Interests | 5,580,447 | 5,416,485 | 2,119,844 | 1,383,189 | |
| Commercial paper: | |||||
| Reimbursements | 143,000,000 | ||||
| Interests | 1,887,627 | 624,052 | |||
| 7,468,074 | 179,040,537 | 152,119,844 | 41,383,189 | - |
Although the maturity of commercial paper issuance is between one week to six months, the counterparties assumed the placement and the maintenance of those limits for a period of five years. As so, such liabilities are recorded in the medium and long term at 31 March 2011.
Minority Shareholder loans have no maturity defined.
.
| Maturity | ||||||
|---|---|---|---|---|---|---|
| Amount | More than 12 | |||||
| Company | Credit | Limit | outstanding | Amount available | Until 12 months | months |
| 2012 | ||||||
| Sonaecom | Commercial paper | 150,000,000 | 100,000,000 | 50,000,000 | x | |
| Sonaecom | Commercial paper | 30,000,000 | 13,000,000 | 17,000,000 | x | |
| Sonaecom | Commercial paper | 15,000,000 | - | 15,000,000 | x | |
| Sonaecom | Commercial paper | 10,000,000 | - | 10,000,000 | x | |
| Sonaecom | Bond loan | 150,000,000 | 150,000,000 | - | x | |
| Sonaecom | Bond loan | 40,000,000 | 40,000,000 | - | x | |
| Sonaecom | Bond loan | 30,000,000 | 30,000,000 | - | x | |
| Sonaecom | Bond loan | 100,000,000 | 100,000,000 | - | x | |
| Sonaecom | Overdraft facilities | 16,500,000 | - | 16,500,000 | x | |
| Sonaecom | Authorised overdrafts | 2,500,000 | - | 2,500,000 | x | |
| Saphety | Authorised overdrafts | 219,030 | - | 202,068 | x | |
| SIRS | Authorised overdrafts | 150,000 | - | 150,000 | x | |
| Others | Several | - | 255,642 | - | x | |
| 544,369,030 | 433,255,642 | 111,352,068 | ||||
| 2011 | ||||||
| Sonaecom | Commercial paper | 150,000,000 | 143,000,000 | 7,000,000 | x | |
| Sonaecom | Commercial paper | 40,000,000 | 20,000,000 | 20,000,000 | x | |
| Sonaecom | Commercial paper | 30,000,000 | 16,000,000 | 14,000,000 | x | |
| Sonaecom | Commercial paper | 15,000,000 | 5,000,000 | 10,000,000 | x | |
| Sonaecom | Commercial paper | 10,000,000 | 10,000,000 | x | ||
| Sonaecom | Bond loan | 150,000,000 | 150,000,000 | x | ||
| Sonaecom | Bond loan | 40,000,000 | 40,000,000 | x | ||
| Sonaecom | Bond loan | 30,000,000 | 30,000,000 | x | ||
| Sonaecom | Overdraft facilities | 16,500,000 | 16,500,000 | x | ||
| Sonaecom | Authorised overdrafts | 2,500,000 | 2,500,000 | x | ||
| Others | Several | - | 782 | - | x | |
| 484,000,000 | 404,000,782 | 80,000,000 |
At 31 March 2012 and 2011, there are no interest rate hedging instruments therefore the total gross debit is exposed to changes in market interest rates.
At 31 March 2012 and 2011, 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 19,852,885 and Euro 18,401,802, respectively.
At 31 March 2012 and 2011, the payment of these amounts was due as follows:
| 2012 | 2011 | |||
|---|---|---|---|---|
| Present value of lease | Present value of | |||
| Lease payments | payments | Lease payments | lease payments | |
| 2011 | 2,764,057 | 1,929,311 | ||
| 2012 | 2,789,323 | 2,178,702 | 3,074,257 | 2,225,603 |
| 2013 | 4,173,743 | 3,214,108 | 2,861,485 | 2,107,896 |
| 2014 | 3,258,098 | 2,436,404 | 2,025,951 | 1,349,567 |
| 2015 | 3,188,979 | 2,489,851 | 2,047,842 | 1,428,791 |
| 2016 onwards | 15,231,952 | 12,479,028 | 14,351,553 | 11,780,683 |
| 28,642,095 | 22,798,093 | 27,125,146 | 20,821,851 | |
| Interests | (5,844,002) | (6,303,294) | ||
| 22,798,093 | 22,798,093 | 20,821,851 | 20,821,851 | |
| Short-term liability (note 19) | (2,945,208) | (2,420,049) | ||
| 22,798,093 | 19,852,885 | 20,821,851 | 18,401,802 |
The medium and long-term agreements made with suppliers of optical fibre network capacity, under which the Group has the right to use that network, which is considered as a specific asset, are recorded as finance leases in accordance with IAS 17 4 These contracts have a 15 to 20 year maturity.
The movements in provisions and in accumulated impairment losses in the periods ended at 31 March 2012 and 2011 were as follows:
| Opening balance | Increases | Utilisations | Decreases | Closing balance | |
|---|---|---|---|---|---|
| 2012 | |||||
| Accumulated impairment losses on accounts receivables | 78,700,909 | 5,719,984 | (12,336,050) | (18,075) | 72,066,768 |
| Accumulated impairment losses on inventories | 12,801,233 | 288,613 | (119,438) | 12,970,408 | |
| Provisions for other liabilities and charges | 48,549,956 | 914,013 | (1,973,712) | (6,124) | 47,484,133 |
| 140,052,098 | 6,922,610 | (14,429,200) | (24,199) | 132,521,309 | |
| 2011 | |||||
| Accumulated impairment losses on accounts receivables | 70,410,631 | 5,256,962 | (9,177,121) | (186,936) | 66,303,536 |
| Accumulated impairment losses on inventories | 14,930,606 | 993,438 | (78,885) | 15,845,159 | |
| Provisions for other liabilities and charges | 33,150,028 | 640,422 | (146,239) | (11,715) | 33,632,496 |
| 118,491,265 | 6,890,822 | (9,402,245) | (198,651) | 115,781,191 |
432,739 (26,220 in 2011) related to the dismantling of sites, as foreseen in IAS 16 (note 1.d.)), and the amount of Euro 531,402 (287,466 in 2011) recorded in the profit and (note 22).
the profit and loss statement under the caption 'Cost of Sales' (note 1.j)). Therefore, the total amount recorded in the profit and loss statement corresponding to the increase in the 5,669,856 (2011: Euro 5,583,698).
ent accounts of the subsidiary Optimus Comunicações S.A., fully subject to impairment losses already recognised in the profit and loss statement.
The decreases are recorded in the profit and loss statement, under the caption
At 31 March 2012 and 2011, the breakdown of the provisions for other liabilities and charges is as follows:
| 2012 | 2011 | |
|---|---|---|
| Dismantling of sites | 23,296,940 | 22,755,301 |
| Several contingencies | 3,704,502 | 2,867,913 |
| Legal processes in progress | 3,185,629 | 2,577,284 |
| Indemnities | 742,151 | 721,002 |
| Other responsibilities | 16,554,911 | 4,710,996 |
| 47,484,133 | 33,632,496 |
out in previous years and for which an outflow of funds is probable.
proceedings, the Board of Directors is unable to estimate, with reliability, the moment when such provisions will be used and therefore no financial actualisation was carried out.
responsibilities osts charged to the current period or previous years, for which it is not possible to estimate reliably the time of occurrence of the expense (note 1.s)), in the amount of circa Euro 13 million, which includes the amount of Euro 6.8 million related to the dispute concerning the vagueness of the interconnection tariffs of 2001.
On 30 December 2008, the subsidiary Optimus Comunicação, S.A., carried out a securitisation operation of future receivables amounting to Euro 100 million (Euro 98,569,400, net of initial costs) following which it ceded future credits to be generated under a Decreto-Lei nº 453/99 (Decree-Law), of 5 November (note 11).
This operation was coordinated by Deutsche Bank, the future credits having been assigned to TAGUS Sociedade de Titularização de received from the CMVM (National Securities Market Commission) the legally required alphanumeric code: 200812TGSSONSXXN0031.
Future receivables in the necessary amounts required for TAGUS to perform the quarter interest and principal instalment payments due to bondholders, as well as all the other payments due to the other creditors of this transaction, shall be allocated by Optimus - Comunicação, S.A. throughout calendar years 2009/2013, up to a maximum of Euro 213,840,362. Under the terms of this transaction, the amount to be allocated in the next 12 months (Euro 19,838,393) was registered in current liabilities and the remainder, amounting to Euro 14,981,949, was registered in non-current liabilities.
The transaction did not determine any change in the accounting treatment of the underlying receivables or in the relationship established with the customers.
At 31 March 2012 and 2011
| N+1 | N+2 | N+3 | N+4 | N+5 | Total | |
|---|---|---|---|---|---|---|
| 2012 | ||||||
| Securitisation of receivables | 19,838,393 | 14,981,949 | 34,820,342 | |||
| 2011 | ||||||
| Securitisation of receivables | 19,679,793 | 19,829,725 | 14,979,489 | 54,489,007 |
At 31 March 2012, this caption includes the amount of Euro 2,945,208 (2011: Euro 2,420,049) related to the short term portion of lease contracts (note 16).
periods ended at 31 March 2012 and 2011 had the following composition:
| 2012 | 2011 (restated) |
|
|---|---|---|
| Interconnection costs | 45,089,306 | 46,622,922 |
| Specialised works | 11,193,807 | 13,817,353 |
| Rents | 8,867,530 | 8,863,583 |
| Other subcontracts | 6,773,062 | 6,999,226 |
| Commissions | 4,554,012 | 5,549,873 |
| Advertising and promotion | 4,480,164 | 7,103,485 |
| Leased lines | 2,888,863 | 5,194,739 |
| Energy | 2,569,193 | 2,450,711 |
| Maintenance and repairs | 1,544,969 | 1,703,074 |
| Communications | 1,225,320 | 1,337,288 |
| Travelling costs | 1,213,838 | 1,180,806 |
| Fees | 659,335 | 1,033,226 |
| Others | 5,110,426 | 4,304,671 |
| 96,169,825 | 106,160,957 |
The commitments assumed by the Group at 31 March 2012 and 2011 related to operational leases are as follows:
| 2012 | 2011 | |
|---|---|---|
| Minimum payments of operational leases: | ||
| 2011 | 36,278,796 | |
| 2012 | 28,701,991 | 43,919,422 |
| 2013 | 34,517,982 | 40,861,952 |
| 2014 | 31,662,992 | 38,681,802 |
| 2015 | 29,382,974 | 34,502,163 |
| 2016 | 25,738,102 | 32,696,183 |
| 2017 | 23,393,223 | |
| 2018 onwards | 33,101,264 | 32,521,116 |
| Renewable by periods of one year | 3,050,171 | 2,909,866 |
| 209,548,699 | 262,371,300 |
During the period ended at 31 March 2012, an amount of Euro 10,982,777 (2011: Euro 12,200,271) was recorded in the heading
The rents associated to the rental of facilities are mainly justified by the lease, established in 2007, of the Sonaecom building in Lisbon which has a five year period with the possibility of annual renewal. The actualisation of the rents will occur at the end of the first contract cycle (after the first five years).
Net financial results for the periods ended at 31 March 2012 and 2011 were made up as follows:
| 2012 | 2011 | |
|---|---|---|
| Financial expenses: | ||
| Interest expenses: | (3,664,102) | (3,277,227) |
| Bank loans | (2,695,478) | (2,109,210) |
| Securitisation interests (note 18) | (551,197) | (783,653) |
| Leasing | (223,399) | (243,072) |
| Other interests | (194,028) | (141,292) |
| Foreign exchange losses | (561,349) | (265,380) |
| Other financial expenses | (240,227) | (197,517) |
| (4,465,678) | (3,740,124) | |
| Financial income: | ||
| Interest income | 1,710,354 | 1,395,820 |
| Foreign exchange gains | 446,727 | 83,312 |
| Others financial gains | 93 | 1,733 |
| 2,157,174 | 1,480,865 |
During the periods ended at 31 March 2012 and 2011 arned on treasury applications and interests arising from late collections associated with cases in litigation.
Income taxes recognised during the periods ended at 31 March 2012 and 2011 were made up as follows ((costs) / gains):
| 2012 | 2011 (restated) |
|
|---|---|---|
| Current tax | (459,785) | (322,162) |
| Tax provision net of reduction (note 17) | (531,402) | (287,466) |
| Deferred tax assets (note 11) | (4,624,123) | (3,224,107) |
| Deferred tax liabilities (note 11) | 1,359,734 | 29,285 |
| (4,255,576) | (3,804,450) |
During the periods ended at 31 March 2012 and 2011, the balances and transactions maintained with related parties were mainly associated with the normal operational activity of the Group (providing communications and consultancy services) and to the concession and obtainment of loans.
The most significant balances and transactions with related parties, which are listed in the appendix to this report, during the periods ended at 31 March 2012 and 2011 were as follows:
| Balances at 31 March 2012 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Accounts receivable | Accounts payable | Treasury applications (note 12) |
Other assets / (liabilities) |
||||||
| Sonae SGPS | 20,939 | 5,617 | |||||||
| Modelo Continente Hipermercados, S.A. | 957,927 | 642,292 | (477,355) | ||||||
| Worten | 2,322,444 | (524,682) | |||||||
| Sonaecenter II | 832,795 | 330,990 | (73,705) | ||||||
| Sierra Portugal | 1,037,284 | 29,686 | (508,119) | ||||||
| Raso Viagens | 96,798 | 268,462 | (90,287) | ||||||
| Sonae Investments BV | 31,810,000 | 4,959 | |||||||
| France Télécom | 1,761,098 | 1,954,613 | (3,708,654) | ||||||
| 7,029,285 | 3,226,043 | 31,810,000 | (5,372,226) |
| Balances at 31 March 2011 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Accounts receivable | Accounts payable | Treasury applications (note 12) |
Other assets / (liabilities) |
|||||||
| Sonae SGPS | 34,364 | 3,552 | 5,817 | |||||||
| Modelo Continente Hipermercados, S.A. | 1,297,637 | 1,796,650 | (457,556) | |||||||
| Worten | 1,031,708 | (415,097) | ||||||||
| Sonaecenter II | 1,351,363 | 452,163 | 10,798 | |||||||
| Sierra Portugal | 1,555,078 | 140,073 | 58,702 | |||||||
| Raso Viagens | 148,232 | 214,342 | (157,259) | |||||||
| Sonae Investments BV | 51,810,000 | 9,157 | ||||||||
| France Télécom | 1,281,101 | (4,517,090) | ||||||||
| 5,418,382 | 3,887,881 | 51,810,000 | (5,462,528) |
| Transactions at 31 March 2012 | ||||
|---|---|---|---|---|
| Sales and services | Supplies and services | Interest and similar | ||
| rendered | received | income / (expense) Supplementary income | ||
| Sonae SGPS | (5,970) | 4,500 | 119,568 | |
| Modelo Continente Hipermercados, S.A. | 1,676,019 | 623,454 | 112,143 | |
| Worten | 241,407 | 484,566 | ||
| Sonaecenter II | 1,733,776 | 235,496 | ||
| Sierra Portugal | 1,384,667 | 238,007 | (57) | |
| Raso Viagens | 72,675 | 456,179 | ||
| Sonae Investments BV | 304,031 | |||
| France Télécom | 3,222,602 | 3,532,357 | ||
| 8,325,176 | 5,574,559 | 423,599 | 112,086 |
| Transactions at 31 March 2011 | ||
|---|---|---|
| Sales and services | Supplies and services | Interest and similar | ||
|---|---|---|---|---|
| rendered | received | income / (expense) Supplementary income | ||
| Sonae SGPS | 23,892 | 50,000 | ||
| Modelo Continente Hipermercados, S.A. | 189,350 | 99,035 | 88,729 | |
| Worten | (134,895) | 732,756 | 3,810 | |
| Sonaecenter II | 2,087,080 | 156,060 | ||
| Sierra Portugal | 1,637,224 | 491,734 | 5,223 | |
| Raso Viagens | 118,633 | 553,878 | ||
| Sonae Investimentos, SGPS, S.A. | ||||
| Sonae Investments BV | 419,386 | |||
| France Télécom | 3,344,310 | 2,511,392 | ||
| 7,265,594 | 4,594,855 | 419,386 | 97,762 |
The transactions between Group companies were eliminated in consolidation, and therefore are not disclosed in this note.
All the above transactions were made at market prices.
Accounts receivable and payable to related companies will be settled in cash and are not covered by guarantees. During the periods ended at 31 March 2012 and 2011, no impairment losses referring to related entities were recognised.
Guarantees provided to third parties at 31 March 2012 and 2011 were as follows:
| Company | Beneficiary | Description | 2012 | 2011 |
|---|---|---|---|---|
| Optimus | ICP - ANACOM | Acquisition of Spectrum for 4th generation |
30,000,000 | - |
| Optimus and Sonaecom | Direção de Contribuições e Impostos (Portuguese tax authorities) |
VAT Reimbursements | 9,311,818 | 9,392,527 |
| Optimus | Direção de Contribuições e Impostos (Portuguese tax authorities) |
4,039,639 | 1,711,219 | |
| Sonaecom | Direção de Contribuições e Impostos (Portuguese tax authorities) |
Tax audit 2005 | 754,368 | 754,368 |
| We Do, WeDo Egipto and WeDo México |
AD Makedonski, Digi Telecommunications, Emirates Telecom. Corp., Pak Telecom, Scotiabank De Costa Rica, Sirilanka Telecom, Telcel and Oman Telecommunications |
Completion of work to be done | 587,597 | 1,415,765 |
| Optimus | Turismo do Porto e Norte (Oporto and North Tourism Department) |
Tenders | 480,000 | - |
| We Do, Saphety and Digitmarket | IAPMEI (Institute of Support to Small and Medium Enterprises and Investment) |
417,797 | 436,822 | |
| Optimus | Direção Geral do Tesouro (Portuguese tax authorities) | non-residents | 307,348 | |
| 306,954 | ||||
| Optimus | Câmara Municipal de Coimbra, Lisboa, Elvas, Mealhada, Barcelos, Loures, Oeiras, Sinta, Chaves and Covil (Coimbra, Lisboa, Elvas, Mealhada, Barcelos, Loures, Oeiras, Sinta, Chaves and Covil Municipalities) |
241,142 | 289,781 | |
| Optimus | Governo Civil de Lisboa (Lisbon Government Civil) | Guarantee the sweepstakes plan complete fulfilment |
104,650 | - |
| Optimus and Publico | Direção de Contribuições e Impostos (Portuguese tax authorities) |
18,000 | 598,000 | |
| Público | Tribunal de Trabalho de Lisboa (Lisbon Labour Court) | Execution action n. 199A/92 | - | 271,511 |
| Several | Others | 1,114,919 | 762,313 | |
| 47,376,883 | 15,939,654 |
In addition to these guarantees were set up two sureties for the current fiscal processes. The Sonae SGPS consisted of Sonaecom SGPS surety to the amount of Euro 2,844,270 and Sonaecom SGPS consisted of Optimus surety for the amount of Euro 9,264,267.
At 31 March 2012 and 2011, the Board of Directors of the Group believes that the decision of the court proceedings and ongoing tax assessments in progress will not have significant impacts on the consolidated financial statements.
The following business segments were identified for the periods ended at 31 March 2012 and 2011:
operations of the Group companies that have as their main activity the management of shareholdings.
Excluding the ones mentioned above, the remaining activities of the Group have been classified as unallocated.
Inter-segment transactions during the periods ended at 31 March 2012 and 2011 were eliminated in the consolidation process. All these transactions were made at market prices.
Inter-segment transfers or transactions were entered under the normal commercial terms and conditions that would also be available to unrelated third parties and were mainly related to interest on treasury applications and management fees.
Overall information by business segment at 31 March 2012 and 2011, prepared in accordance with the same accounting policies and measurement criteria adopted in the preparation of the consolidated financial statements, can be summarised as follows:
| Telecommunications | Multimedia | Information Systems | Holding Activities | Other | Subtotal | Eliminations | Total | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 2012 | March 2011 (restated) |
March 2012 | March 2011 (restated) |
March 2012 | March 2011 (restated) |
March 2012 | March 2011 (restated) |
March 2012 | March 2011 (restated) |
March 2012 | March 2011 (restated) |
March 2012 | March 2011 (restated) |
March 2012 | March 2011 (restated) |
|||||||
| Revenues: Sales and services |
||||||||||||||||||||||
| rendered | 176,713,211 | 182,765,266 | 4,971,004 | 6,536,132 | 24,224,943 | 32,951,597 | 964,421 | 867,789 | - | 55,200 | 206,873,579 223,175,984 | (4,422,066) | (7,344,019) | 202,451,513 | 215,831,965 | |||||||
| Other operating revenues | 2,632,171 | 3,182,965 | 69,631 | 96,274 | 531,869 | 163,071 | 30,884 | 4,688 | - | - | 3,264,555 | 3,446,998 | (933,654) | (1,064,294) | 2,330,901 | 2,382,704 | ||||||
| Total revenues | 179,345,382 | 185,948,231 | 5,040,635 | 6,632,406 | 24,756,812 | 33,114,668 | 995,305 | 872,477 | - | 55,200 | 210,138,134 226,622,982 | (5,355,720) | (8,408,313) | 204,782,414 | 218,214,669 | |||||||
| Depreciation and amortisation Net operating income / (loss) |
(33,617,798) (34,408,475) | (262,114) | (307,057) | (1,337,828) | (1,221,523) | (17,253) | (19,344) | - | (7,652) | (35,234,993) | (35,964,051) | (1,545,556) | 291,178 (36,780,549) (35,672,873) | |||||||||
| for the segment | 24,788,134 | 20,487,736 | (1,058,540) | (1,096,381) | 1,068,166 | 695,321 | (229,183) | (506,583) | - | 20,283 | 24,568,577 | 19,600,376 | (1,038,933) | 146,000 | 23,529,644 | 19,746,376 | ||||||
| Net interests Other financial results |
(773,598) (141,569) |
(3,261,358) (77,416) |
(74,537) (3,035) |
(33,799) (2,570) |
(159,261) (137,829) |
(178,589) (228,199) |
(247,659) 85,606,090 |
1,735,377 (456,153) |
- - |
(13,840) (40) |
(1,255,055) 85,323,657 |
(1,752,209) (764,378) |
(698,693) (85,678,413) |
(129,198) 386,526 |
(1,953,748) (354,756) |
(1,881,407) (377,852) |
||||||
| Consolidated EBT for the quarter |
23,872,967 | 17,148,961 | (1,136,112) | (1,132,750) | 771,076 | 288,533 | 85,129,248 | 772,641 | - | 6,403 | 108,637,179 | 17,083,788 | (87,416,039) | 403,329 | 21,221,140 | 17,487,117 | ||||||
| Assets: Tangible and intangible assets |
||||||||||||||||||||||
| and goodwill | 961,699,506 865,153,593 | 3,994,662 | 4,134,226 | 67,660,069 | 69,099,202 | 346,439 | 417,949 | - | 3,244 1,033,700,676 938,808,214 | 448,483,582 457,656,728 1,482,184,258 1,396,464,942 | ||||||||||||
| Inventories | 5,408,757 | 18,970,083 | 693,388 | 750,016 | 757,709 | 151,234 | - | - | - | - | 6,859,854 | 19,871,333 | - | - | 6,859,854 | 19,871,333 | ||||||
| Financial investments | - | 1,282,025 | 209,829 | 441,509 | 2,494 | 2,494 1,127,542,297 1,132,033,850 | - | - | 1,127,754,620 1,133,759,878 (1,127,542,297) (1,133,547,555) | 212,323 | 212,323 | |||||||||||
| Other non-current assets Other current assets of the |
90,339,078 108,703,928 | 3,570 | - | 8,588,992 | 1,243,869 | 493,466,257 549,680,752 | - | 1,562,327 | 592,397,897 | 661,190,876 (492,824,055) (554,600,492) | 99,573,842 106,590,384 | |||||||||||
| segment | 224,830,266 295,594,074 | 7,974,232 | 14,867,762 | 43,473,954 | 52,367,615 | 164,124,069 | 73,079,115 | - | 121,063 | 440,402,522 436,029,629 (130,316,254) (87,923,725) | 310,086,268 348,105,904 | |||||||||||
| Liabilities: Liabilities of the segment |
676,326,894 795,180,406 | 18,495,738 | 24,637,011 | 80,092,698 | 68,851,797 | 433,989,875 471,982,574 | - | 1,526,494 1,208,905,206 1,362,178,282 (362,800,039) (491,891,392) | 846,105,167 870,286,890 | |||||||||||||
| CAPEX | 25,484,700 | 22,805,223 | 131,071 | 107,369 | 766,204 | 859,242 | 50,360 | 15,150,000 | - | 3,381 | 26,432,335 | 38,925,215 | (868,533) | (15,381,332) | 25,563,802 | 23,543,883 |
Despite the merger that occurred in 2007 between the mobile and fixed telecommunications businesses, for some headings of the balance sheet and of the profit and loss statement, the Board of Directors of the Group decided to maintain a separate analysis of the business as follows:
| Mobile network | Fixed network and internet | Eliminations | Telecommunications | |||||
|---|---|---|---|---|---|---|---|---|
| March 2012 | March 2011 (restated) |
March 2012 | March 2011 (restated) |
March 2012 | March 2011 (restated) |
March 2012 | March 2011 (restated) |
|
| Income: | ||||||||
| Sales and services rendered | 131,473,954 | 137,409,837 | 53,400,503 | 54,677,194 | (8,161,246) | (9,321,765) | 176,713,211 | 182,765,266 |
| Other operating revenues | 6,806,116 | 8,707,376 | 174,626 | 99,237 | (4,348,571) | (5,623,648) | 2,632,171 | 3,182,965 |
| Total revenues | 138,280,070 | 146,117,213 | 53,575,129 | 54,776,431 | (12,509,817) | (14,945,413) | 179,345,382 | 185,948,231 |
| Depreciation and amortisation | (25,419,275) | (25,125,086) | (8,137,330) | (9,243,449) | (61,193) | (39,940) | (33,617,798) | (34,408,475) |
| Operational results of the segments | 29,937,773 | 27,284,099 | (5,080,840) | (6,790,978) | (68,799) | (5,385) | 24,788,134 | 20,487,736 |
| Assets: | ||||||||
| Tangible assets and goodwill | 841,383,826 | 701,711,912 | 120,315,680 | 150,879,596 | 961,699,506 | 852,591,507 | ||
| Inventories | 4,568,006 | 17,862,790 | 840,751 | 1,107,293 | 5,408,757 | 18,970,083 | ||
| Financial investments | 1,282,025 | 1,282,025 | ||||||
| CAPEX | 19,819,973 | 17,105,846 | 4,253,700 | 5,632,443 | 1,411,027 | 66,934 | 25,484,700 | 22,805,223 |
| Telecommunications | Multimedia | Information Systems |
Holding Activities | Others | |
|---|---|---|---|---|---|
| 2012 | |||||
| Telecommunications | - | - | 2,804,540 | 826,779 | - |
| Multimedia | 256,163 | - | 8,157 | 42,892 | - |
| Information Systems | 355,953 | 15,025 | - | 88,800 | - |
| Holding Activities | 21,478 | 1,391 | 888 | - | - |
| Sonaecom others | - | - | - | - | - |
| Others | 176,079,617 | 4,954,588 | 21,411,358 | 5,950 | - |
| 176,713,211 | 4,971,004 | 24,224,943 | 964,421 | - | |
| 2011 | |||||
| Telecommunications | - | - | 5,616,319 | 864,933 | 55,200 |
| Multimedia | 330,825 | - | 49,342 | 1,428 | - |
| Information Systems | 369,392 | 21,500 | - | 1,428 | - |
| Holding Activities | 17,211 | 900 | 15,189 | - | - |
| Sonaecom others | 352 | - | - | - | - |
| Others | 182,047,486 | 6,513,732 | 27,270,747 | - | - |
| 182,765,266 | 6,536,132 | 32,951,597 | 867,789 | 55,200 |
Earnings per share, basic and diluted, are calculated by dividing the consolidated net income attributable to the Group (Euro 16,977,541 in 2012 and Euro 13,655,537 in 2011) by the average number of shares outstanding during the periods ended at 31 March 2012 and 2011, net of own shares (358,543,225 in 2012 and 357,056,361 in 2011).
In June 2000, Sonaecom Group created a discretionary Medium Term Incentive Plan, for more senior employees, based on Sonaecom options and shares and Sonae S.G.P.S., S.A. shares. The vesting occurs three years after the award of each plan, assuming that the employees are still employed in the Group.
The Sonaecom plans outstanding at 31 March 2012 can be summarised as follows:
| Vesting period | 31 March 2012 | ||||
|---|---|---|---|---|---|
| Share price at award date* |
Award date | Vesting date | Aggregate number of participations |
Number of options / shares |
|
| Sonaecom shares | |||||
| 2008 Plan | 1.171 | 10-Mar-09 | 09-Mar-12 | - | - |
| 2009 Plan | 1.685 | 10-Mar-10 | 08-Mar-13 | 387 | 2,439,263 |
| 2010 Plan | 1.399 | 10-Mar-11 | 10-Mar-14 | 381 | 2,903,840 |
| 2011 Plan | 1.256 | 09-Mar-12 | 09-Mar-15 | 378 | 2,989,375 |
| Sonae SGPS shares | |||||
| 2008 Plan | 0.616 | 10-Mar-09 | 09-Mar-12 | - | - |
| 2009 Plan | 0.761 | 10-Mar-10 | 08-Mar-13 | 4 | 314,954 |
| 2010 Plan | 0.811 | 10-Mar-11 | 10-Mar-14 | 8 | 379,903 |
| 2011 Plan | 0.458 | 09-Mar-12 | 09-Mar-15 | 8 | 613,877 |
*Average share price in the month prior to the award date for Sonaecom shares and the lower of the average share price for the month prior to the Annual General Meeting and the share price on the day after the Annual General Meeting, for Sonae SGPS shares.
During the period ended at 31 March 2012, the movements that occurred in the plans can be summarised as follows:
| Sonaecom shares | Sonae SGPS shares | |||
|---|---|---|---|---|
| Aggregate number of participations |
Number of shares | Aggregate number of participations |
Number of shares | |
| Outstanding at 31 December 2011: | ||||
| Unvested | 1,155 | 8,892,470 | 16 | 1,100,633 |
| Total | 1,155 | 8,892,470 | 16 | 1,100,633 |
| Movements in the year: | ||||
| Awarded | 378 | 2,989,375 | 8 | 613,877 |
| Vested | (380) | (3,761,450) | (4) | (405,776) |
| Cancelled / elapsed/transfers (1) | (7) | 212,083 | - | - |
| Outstanding at 31 March 2012: | ||||
| Unvested | 1,146 | 8,332,478 | 20 | 1,308,734 |
| Total | 1,146 | 8,332,478 | 20 | 1,308,734 |
(1) The adjustments are made for dividends paid and for share capital changes and others adjustments, namely, resulting from a change in the vesting of the MTIP, which may now be made through the purchase of shares with discount.
each plan. The responsibility for the mentioned plans is Euro 4,278,602 are calculated based on the prices agreed in those contracts. The responsibility of these plans is recorded under the headings of 'Other current liabilities' n- .
Share plan costs are recognised in the accounts over the year between the award and the vesting date of those shares. The costs recognised in previous years and in the period ended at 31 March 2012, were as follows:
| Amount | |
|---|---|
| Costs recognised in previous years | 31,075,127 |
| Costs recognised in the period | 1,362,094 |
| Costs of plans vested in previous year | (23,313,389) |
| Costs of plans vested in the period | (4,385,289) |
| Total cost of the plans | 4,738,542 |
| Recorded in 'Other current liabilities' | 219,459 |
| Recorded in 'Other non-current liabilities' | 240,481 |
| Recorded in reserves | 4,278,602 |
At 31 March 2012, accounts receivable from customers and accounts payable to suppliers include Euro 37,139,253 and Euro Provisions and accumulated impairment losses 411,649 and Euro 6,817,553, respectively, resulting from a dispute between the subsidiary Optimus Comunicação, S.A. and, essentially, the operator TMN Telecomunicações Móveis Nacionais, S.A., in relation to the vagueness of interconnection tariffs, recorded in the year ended at 31 December 2001. The Group has considered the most penalising tariffs in their consolidated financial for final and permanent decision, ), thus concluding that the interconnection prices for 2001 were not defined. The settlement of outstanding amounts will depend on the price that will be established.
These consolidated financial statements were approved by the Board of Directors on 3 May 2012, being its conviction that these will be approved at Shareholders General Meeting without any changes.
These financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IAS / IFRS) as adopted by the European Union and the format and disclosures required by those Standards, some of which may not conform to or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
| Key management personnel - Sonaecom | ||||
|---|---|---|---|---|
| Ana Cristina Dinis da Silva Fanha Vicente Soares | Gervais Gilles Pellissier | |||
| Ana Paula Garrido Pina Marques | Jean-François René Pontal | |||
| Ângelo Gabriel Ribeirinho dos Santos Paupério | José Manuel Pinto Correia | |||
| António Bernardo Aranha da Gama Lobo Xavier | Manuel Antonio Neto Portugal Ramalho Eanes | |||
| António de Sampaio e Mello | Maria Cláudia Teixeira de Azevedo | |||
| David Charles Denholm Hobley | Miguel Nuno Santos Almeida | |||
| David Graham Shenton Bain | Nuno Manuel Moniz Trigoso Jordão | |||
| David Pedro Oliveira Parente Ferreira Alves | Paulo Joaquim dos Santos Plácido | |||
| Duarte Paulo Teixeira de Azevedo | Pedro Rafael de Sousa Nunes Pedro | |||
| Franck Emmanuel Dangeard | Rui José Silva Goncalves Paiva | |||
| Key management personnel - Sonae SGPS | ||||
| Álvaro Carmona e Costa Portela | Christine Cross | |||
| Álvaro Cuervo Garcia | José Manuel Neves Adelino | |||
| Belmiro de Azevedo | Michel Marie Bon | |||
| Bernd Hubert Joachim Bothe | ||||
| Sonae/Efanor Group Companies | ||||
| 3DO Holding GmbH | ||||
| 3DO Shopping Centre GmbH | Azulino Imobiliária, S.A. | |||
| BA Business Angels, SGPS, SA | ||||
| 8ª Avenida Centro Comercial, SA | BA Capital, SGPS, SA | |||
| ADD Avaliações Engenharia de Avaliações e Perícias Ltda | BB Food Service, S.A. | |||
| ADDmakler Administração e Corretagem de Seguros Ltda | Beralands BV | |||
| ADDmakler Administradora, Corretora de Seguros Partic. Ltda | ||||
| Adlands B.V. | BHW Beeskow Holzwerkstoffe | |||
| Aegean Park, S.A. | ||||
| Agepan Eiweiler Management GmbH | ||||
| Agepan Flooring Products, S.A.RL | Boavista Shopping Centre BV | |||
| Agloma Investimentos, Sgps, S.A. | ||||
| Agloma-Soc.Ind.Madeiras e Aglom., S.A. Águas Furtadas Sociedade Agrícola, SA |
||||
| Casa Agrícola de Ambrães, S.A. | ||||
| ALBCC Albufeirashopping C.Comercial SA | ||||
| ALEXA Administration GmbH | ||||
| ALEXA Asset GmbH & Co KG | Cascaishopping Holding I, SGPS, S.A. | |||
| ALEXA Holding GmbH | CCCB Caldas da Rainha - Centro Comercial,SA | |||
| ALEXA Shopping Centre GmbH | ||||
| Centro Residencial da Maia,Urban., S.A. | ||||
| Change, SGPS, S.A. | ||||
| Arat inmebles, S.A. | Cinclus Imobiliária, S.A. | |||
| ARP Alverca Retail Park,SA | ||||
| Aserraderos de Cuellar, S.A. | Colombo Towers Holding, BV | |||
| Contacto Concessões, SGPS, S.A. | ||||
| Glunz Service GmbH | |
|---|---|
| Continente Hipermercados, S.A. | Glunz UK Holdings Ltd |
| Contry Club da Maia-Imobiliaria, S.A. | Glunz Uka Gmbh |
| Cooper Gay Swett & Crawford Lt | GMET, ACE |
| Craiova Mall BV | |
| Harvey Dos Iberica, S.L. | |
| Darbo S.A.S | Herco Consultoria de Riscos e Corretora de Seguros Ltda |
| Deutsche Industrieholz GmbH | HighDome PCC Limited |
| Discovery Sports, SA | Iberian Assets, S.A. |
| Dortmund Tower GmbH | |
| Imobiliária da Cacela, S.A. | |
| Ecociclo II | |
| Edições Book.it, S.A. | |
| Edificios Saudáveis Consultores, S.A. | |
| Efanor Investimentos, SGPS, S.A. | |
| Efanor Serviços de Apoio à Gestão, S.A. | |
| El Rosal Shopping, S.A. | |
| Emfísico Boavista | |
| Empreend.Imob.Quinta da Azenha, S.A. | |
| Equador & Mendes, Lda | Imoplamac Gestão de Imóveis, S.A. |
| Farmácia Selecção, S.A. | |
| Fashion Division Canárias, SL | Imosonae II |
| Fashion Division, S.A. | Impaper Europe GmbH & Co. KG |
| Fontana Corretora de Seguros Ltda | |
| Infratroia, EM | |
| Frieengineering International Ltda | Inparvi SGPS, S.A. |
| Fundo de Invest. Imobiliário Imosede | Integrum - Energia, SA |
| Fundo I.I. Parque Dom Pedro Shop.Center | Integrum Colombo Energia, S.A. |
| Fundo Invest.Imob.Shopp. Parque D.Pedro | |
| Investalentejo, SGPS, S.A. | |
| GHP Gmbh | Ioannina Development of Shopping Centres, SA |
| Gli Orsi Shopping Centre 1 Srl | Isoroy SAS |
| Glunz AG |
| Laminate Park GmbH Co. KG | |
|---|---|
| Larim Corretora de Resseguros Ltda | Norteshopping Retail and Leisure Centre, BV |
| Larissa Develop. Of Shopping Centers, S.A. | Nova Equador Internacional,Ag.Viag.T, Ld |
| Nova Equador P.C.O. e Eventos | |
| LCC LeiriaShopping Centro Comercial SA | |
| Le Terrazze - Shopping Centre 1 Srl | OSB Deustchland Gmbh |
| Libra Serviços, Lda. | PantheonPlaza BV |
| Loop5 Shopping Centre GmbH | Pareuro, BV |
| Park Avenue Develop. of Shop. Centers S.A. | |
| Luz del Tajo B.V. | Parque D. Pedro 1 B.V. |
| Parque D. Pedro 2 B.V. | |
| Parque Principado SL | |
| Pátio Boavista Shopping Ltda. | |
| Marcas MC, ZRT | Pátio Campinas Shopping Ltda |
| Marina de Tróia S.A. | Pátio Goiânia Shopping Ltda |
| Marít, Lda | Pátio Londrina Empreend. e Particip. Ltda |
| Pátio Penha Shopping Ltda. | |
| Pátio São Bernardo Shopping Ltda | |
| Pátio Sertório Shopping Ltda | |
| MDS Affinity - Sociedade de Mediação, Lda | Pátio Uberlândia Shopping Ltda |
| MDS Consultores, S.A. | |
| MDS Corretor de Seguros, S.A. | |
| MDS Malta Holding Limited | |
| MDS SGPS, SA | |
| MDSAUTO - Mediação de Seguros, SA | Plaza Éboli B.V. |
| Megantic BV | |
| Miral Administração e Corretagem de Seguros Ltda | Plaza Mayor Holding, SGPS, SA |
| Plaza Mayor Parque de Ócio BV | |
| Mlearning - Mds Knowledge Centre, Unip, Lda | Plaza Mayor Parque de Ocio, SA |
| Plaza Mayor Shopping BV | |
| Plaza Mayor Shopping, SA | |
| Ploi Mall BV | |
| Modelo Continente Hipermercados, S.A. | Plysorol, BV |
| Modelo Continente Intenational Trade, SA | Poliface North America |
| Modelo Hiper Imobiliária, S.A. | |
| PORTCC - Portimãoshopping Centro Comercial, SA | |
| Modus Faciendi - Gestão e Serviços, S.A. | |
| Praedium SGPS, S.A. | |
| Munster Arkaden, BV | |
| Prédios Privados Imobiliária, S.A. |
Pridelease Investments, Ltd RSI Corretora de Seguros Ltda Project 4, Srl SC, SGPS, SA Project SC 1 BV SCS Beheer, BV Project SC 2 BV Selfrio,SGPS, S.A. Project Sierra 2 B.V. Project Sierra 6 BV Project Sierra 7 BV Project Sierra 8 BV SERENITAS-SOC.MEDIAÇÃO SEG.LDA Project Sierra 9 BV Project Sierra Brazil 1 B.V. Project Sierra Charagionis 1 S.A. Project Sierra Four, SA Project Sierra Germany Shop. Center 1 BV Shopping Centre Parque Principado B.V. Project Sierra Germany Shop. Center 2 BV Shopping Penha B.V. Project Sierra Spain 1 B.V. Project Sierra Spain 2 B.V. Project Sierra Spain 3 B.V. Sierra Central S.A.S Project Sierra Spain 6 B.V. Sierra Charagionis Develop.Sh. Centre S.A. Project Sierra Spain 7 B.V. 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 of Shopping Centres Greece, S.A. Quorum Corretora de seguros LT Sierra Developments Holding B.V. Racionaliz. y Manufact.Florestales, S.A. Sierra Developments Italy S.r.l. RASO - Viagens e Turismo, S.A. Sierra Developments Romania, Srl RASO, SGPS, S.A. River Plaza Mall, Srl Sierra Enplanta Ltda River Plaza, BV Sierra European R.R.E. Assets Hold. B.V.
Rochester Real Estate, Limited S.C. Microcom Doi Srl SC Aegean B.V. SC Assets SGPS, S.A. SC Finance BV SC Mediterraneum Cosmos B.V. SIAL Participações Ltda Sierra Berlin Holding BV Sierra Charagionis Propert.Management S.A. Sierra Developments Germany GmbH Sierra Developments, SGPS, S.A.
Sierra GP Limited Sonae Investments, BV Sierra Investimentos Brasil Ltda Sonae Novobord (PTY) Ltd Sierra Investments (Holland) 1 B.V. Sonae RE, S.A. Sierra Investments (Holland) 2 B.V. Sierra Investments Holding B.V. Sonae SGPS, S.A. Sierra Investments SGPS, S.A. Sonae Sierra Brasil S.A. Sierra Italy Holding B.V. Sonae Sierra Brazil B.V. Sierra Management Germany GmbH Sonae Sierra, SGPS, S.A. Sierra Management Greece S.A. Sonae Tafibra Benelux, BV Sierra Management Italy S.r.l. Sierra Management Romania, Srl Sierra Management, SGPS, S.A. Sondis Imobiliária, S.A. SKK SRL Sociedade de Construções do Chile, S.A. Société de Tranchage Isoroy S.A.S. Spinarq - Engenharia, Energia e Ambiente, SA Soconstrução BV Sodesa, S.A. Soflorin, BV Solinca - Eventos e Catering, SA Sport Zone España-Com.Art.de Deporte,SA Solinca - Health and Fitness, SA Spred, SGPS, SA Solingen Shopping Center GmbH Tafiber,Tableros de Fibras Ibéricas, SL Somit Imobiliária Tafibra South Africa SONAE - Specialized Retail, SGPS, SA Tafibra Suisse, SA Sonae Capital Brasil, Lda Sonae Capital,SGPS, S.A. Tafisa Canadá Societé en Commandite Sonae Center II S.A. Tafisa France, S.A. Sonae Center Serviços, S.A. Tafisa UK, Ltd Sonae Ind., Prod. e Com.Deriv.Madeira, S.A. Taiber,Tableros Aglomerados Ibéricos, SL Sonae Industria de Revestimentos, S.A. Tecmasa Reciclados de Andalucia, SL Sonae Indústria Manag. Serv, SA Terra Nossa Corretora de Seguros Ltda Sonae Investimentos, SGPS, SA Têxtil do Marco, S.A.
Sonae UK, Ltd. SONAEMC - Modelo Continente, SGPS, S.A. Sontel BV Sontur BV Sonvecap BV Sopair, S.A. Spanboard Products, Ltd Sport Zone Canárias, SL Stinnes Holz GmbH Tableros Tradema, S.L. Tafibra Polska Sp.z.o.o. Tarkett Agepan Laminate Flooring SCS
| Tlantic Sistemas de Informação Ltdª | |
|---|---|
| Tool Gmbh | Viajens y Turismo de Geotur España, S.L. |
| Torre Ocidente Imobiliária, S.A. | Vistas do Freixo, SA |
| Vuelta Omega, S.L. | |
| Weiterstadt Shopping BV | |
| Troia Market, S.A. | World Trade Center Porto, S.A. |
| Tróia Natura, S.A. | |
| Worten Canárias, SL | |
| Worten España, S.A. | |
| ZIPPY - Comércio e Distribuição, SA | |
| Unishopping Administradora Ltda. | ZIPPY - Comercio y Distribución, S.A. |
| Unishopping Consultoria Imob. Ltda. | Zippy Turquia |
| Zubiarte Inversiones Inmobiliarias, S.A. | |
| Valecenter Srl | ZYEVOLUTION-Invest.Desenv.,SA. |
| Valor N, S.A. |
| FT Group Companies | ||
|---|---|---|
| France Telecom, S.A. | Atlas Services Belgium, S.A. |
For the periods ended at 31 March 2012 and 2011 and for the year ended at 31 December 2011
| Notes | March 2012 | March 2011 | December 2011 | |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Tangible assets | 1a, 1e and 2 | 344,541 | 411,008 | 361,047 |
| Intangible assets | 1b and 3 | 1,898 | 6,942 | 2,285 |
| Investments in Group companies | 1c and 5 | 1,097,528,929 | 987,197,029 | 1,097,478,929 |
| Other non-current assets | 1c, 1m, 1n, 4 and 6 | 544,399,752 | 768,415,652 | 542,879,752 |
| Total non-current assets | 1,642,275,120 | 1,756,030,631 | 1,640,722,013 | |
| Current assets | ||||
| Other current debtors | 1d, 1f, 4 and 8 | 85,341,918 | 13,447,765 | 5,250,772 |
| Other current assets | 1m and 1n | 7,393,032 | 4,080,295 | 1,249,804 |
| Cash and cash equivalents | 1g, 4 and 9 | 31,553,676 | 11,581,737 | 61,289,703 |
| Total current assets | 124,288,626 | 29,109,797 | 67,790,279 | |
| Total assets | 1,766,563,746 | 1,785,140,428 | 1,708,512,292 | |
| Shareholder' funds and liabilities | ||||
| Share capital | 10 | 366,246,868 | 366,246,868 | 366,246,868 |
| Own shares | 1p and 11 | (7,289,051) | (13,625,492) | (13,594,518) |
| Reserves | 1o | 894,968,976 | 921,671,151 | 904,095,590 |
| Net income / (loss) for the period | 76,677,097 | (1,319,918) | (7,960,682) | |
| 1,330,603,890 | 1,272,972,609 | 1,248,787,258 | ||
| Liabilities | ||||
| Non-current liabilities | ||||
| 1h, 4 and 12a | 288,831,843 | 362,592,644 | 319,485,865 | |
| Provisions for other liabilities and charges | 1k, 1n and 13 | 70,934 | 68,654 | 68,654 |
| Other non-current liabilities | 1m, 1n and 1s | 113,280 | 269,380 | 271,207 |
| Total non-current liabilities | 289,016,057 | 362,930,678 | 319,825,726 | |
| Current liabilities | ||||
| Short-term loans and other loans | 1g, 1h, 4 and 12b | 145,288,907 | 104,991,773 | 137,109,904 |
| Other creditors | 4 and 14 | 858,924 | 43,502,750 | 1,579,811 |
| Other current liabilities | 1m, 1n and 1s | 795,968 | 742,618 | 1,209,593 |
| Total current liabilities | 146,943,799 | 149,237,141 | 139,899,308 | |
| 1,766,563,746 | 1,785,140,428 | 1,708,512,292 |
The notes are an integral part of the financial statements at 31 March 2012 and 2011.
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Manuel Moniz Trigoso Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
| Notes | March 2012 | March 2011 | December 2011 | |
|---|---|---|---|---|
| Services rendered | 964,421 | 867,789 | 3,879,652 | |
| Other operating revenues | 1f and 18 | - | 4,688 | 896 |
| 964,421 | 872,477 | 3,880,548 | ||
| External supplies and services | 1e and 15 | (505,478) | (708,011) | (1,986,852) |
| Staff expenses | 1s and 21 | (636,782) | (610,431) | (2,655,517) |
| Depreciation and amortisation | 1a, 1b, 1q, 2 and 3 | (17,253) | (19,344) | (75,411) |
| Provisions and impairment losses | 1r and 13 | (15,387) | - | - |
| Other operating costs | (16,774) | (18,622) | (100,022) | |
| (1,191,674) | (1,356,408) | (4,817,802) | ||
| Gains and losses on Group companies | 16 | 76,988,861 | (3,236,000) | (9,880,000) |
| Other financial expenses | 1c, 1h, 1q, 12, 16 and 18 | (3,829,320) | (2,305,188) | (12,043,254) |
| Other financial income | 1c, 9, 16 and 18 | 3,653,390 | 5,446,820 | 15,312,037 |
| Current income / (loss) | 76,585,678 | (578,299) | (7,548,471) | |
| Income taxation | 1l, 7 and 17 | 91,419 | (741,619) | (412,211) |
| Net income / (loss) for the period | 76,677,097 | (1,319,918) | (7,960,682) | |
| Earnings per share | 20 | |||
| Including discontinued operations: | ||||
| Basic | 0.21 | (0.004) | (0.02) | |
| Diluted | 0.21 | (0.004) | (0.02) | |
| Excluding discontinued operations: | ||||
| Basic | 0.21 | (0.004) | (0.02) | |
| Diluted | 0.21 | (0.004) | (0.02) |
The notes are an integral part of the financial statements at 31 March 2012 and 2011.
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Manuel Moniz Trigoso Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
| Notes | March 2012 | March 2011 | |
|---|---|---|---|
| Net income / (loss) for the period | 76,677,097 | (1,319,918) | |
| Components of other comprehensive income, net of tax | - | - | |
| Statement comprehensive income for the period | 76,677,097 | (1,319,918) | |
| The notes are an integral part of the financial statements at 31 March 2012 and 2011. |
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Manuel Moniz Trigoso Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
| Reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Own shares (note 11) |
Share premium Legal reserves | Medium Term Incentive Plans reserves (note 21) |
Own shares | reserves Other reserves | Total reserves | Net income / (loss) |
Total | ||
| 2012 | ||||||||||
| Balance at 31 December 2011 | 366,246,868 | (13,594,518) | 775,290,377 | 7,991,192 | 742,525 | 13,594,518 | 106,476,978 | 904,095,591 | (7,960,682) 1,248,787,258 | |
| Appropriation of result of 2011 | - | - | - | - | - | - | (7,960,682) | (7,960,682) | 7,960,682 | - |
| Comprehensive income for the period ended at 31 March 2012 |
- | - | - | - | - | - | - | - | 76,677,097 | 76,677,097 |
| Delivery of own shares under the Medium Term Incentive Plans |
- | 7,189,021 | - | - | (380,690) | (7,189,021) | 6,286,482 | (1,283,229) | - | 5,905,792 |
| Effect of the recognition of the Medium Term Incentive Plans |
- | - | - | - | 117,297 | - | - | 117,297 | - | 117,297 |
| Acquisition of own shares | - | (883,554) | - | - | - | 883,554 | (883,554) | - | - | (883,554) |
| Balance at 31 March 2012 | 366,246,868 | (7,289,051) | 775,290,377 | 7,991,192 | 479,133 | 7,289,051 | 103,919,224 | 894,968,976 | 76,677,097 1,330,603,890 |
| Reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Own shares (note 11) |
Share premium Legal reserves | Medium Term Incentive Plans reserves (note 21) |
Own shares | reserves Other reserves | Total reserves | Net income / (loss) |
Total | ||
| 2011 Balance at 31 December 2010 Appropriation of result of 2010 Comprehensive income for the period |
366,246,868 - |
(15,030,834) - |
775,290,377 - |
1,221,003 6,770,189 |
551,381 - |
15,030,834 - |
(3,849,290) 128,633,598 |
788,244,305 135,403,787 |
135,403,787 (135,403,787) |
1,274,864,126 - |
| ended at 31 March 2011 Delivery of own shares under the Medium Term Incentive Plans |
- - |
- 3,628,629 |
- - |
- - |
- (186,538) |
- (3,628,629) |
- 1,752,301 |
- (2,062,866) |
(1,319,918) - |
(1,319,918) 1,565,763 |
| Effect of the recognition of the Medium Term Incentive Plans Acquisition of own shares |
- - |
- (2,223,287) |
- - |
- - |
85,925 - |
- 2,223,287 |
- (2,223,287) |
85,925 - |
- - |
85,925 (2,223,287) |
| Balance at 31 March 2011 | 366,246,868 | (13,625,492) | 775,290,377 | 7,991,192 | 450,768 | 13,625,492 | 124,313,322 | 921,671,151 | (1,319,918) 1,272,972,609 |
The notes are an integral part of the financial statements at 31 March 2012 and 2011.
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida |
Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Manuel Moniz Trigoso Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
| March 2012 | March 2011 | |||
|---|---|---|---|---|
| Operating activities | ||||
| Payments to employees | (844,818) | (1,063,139) | ||
| Cash flows from operating activities | (844,818) | (1,063,139) | ||
| Payments / receipts relating to income taxes, net | (196,094) | (11,064) | ||
| Other payments / receipts relating to operating activities, net | 1,513,574 | 1,125,665 | ||
| Cash flows from operating activities (1) | 472,662 | 472,662 | 51,462 | 51,462 |
| Investing activities | ||||
| Receipts from: | ||||
| Investments | 17,840,000 | |||
| Interest and similar income | 1,030,378 | 1,030,378 | 688,915 | 18,528,915 |
| Payments for: | ||||
| Investments | (50,000) | (21,850,290) | ||
| Tangible assets | (2,446) | (1,969) | ||
| Loans granted | (3,409,000) | (3,461,446) | (165,995,000) | (187,847,259) |
| Cash flows from investing activities (2) | (2,431,068) | (169,318,344) | ||
| Financing activities | ||||
| Receipts from: | ||||
| Loans obtained | 119,232,000 | 119,232,000 | ||
| Payments for: | ||||
| Interest and similar expenses | (5,002,751) | (2,486,350) | ||
| Acquisition of own shares | (738,425) | (2,223,287) | ||
| Loans obtained | (22,075,000) | (27,816,176) | (9,305,000) | (14,014,637) |
| Cash flows from financing activities (3) | (27,816,176) | 105,217,363 | ||
| Net cash flows (4)=(1)+(2)+(3) | (29,774,582) | (64,049,519) | ||
| Effect of the foreign exchanges | ||||
| Cash and cash equivalents at the beginning of the period | 61,289,703 | 75,631,256 | ||
| Cash and cash equivalents at period end | 31,515,121 | 11,581,737 |
The notes are an integral part of the financial statements at 31 March 2012 and 2011.
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Manuel Moniz Trigoso Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
| 2012 | 2011 | |
|---|---|---|
| 1. Acquisition or sale of subsidiaries or other businesses | ||
| a) Other business activities | ||
| Reimburse of supplementary capital from Público- Comunicação Social, S.A. | 17,840,000 | |
| 17,840,000 | ||
| b) Other business activities | ||
| Establishment of Sonaecom - Serviços Partilhados, S.A. | 50,000 | |
| Supplementary capital to PCJ - Público, Comunicação e Jornalismo, S.A. | 12,990,000 | |
| Payment of Acquisiction Sontária- Empreendimentos Imobiliários, S.A. | 8,860,290 | |
| 50,000 | 21,850,290 | |
| 2. Details of cash and cash equivalents | ||
| Cash in hand | 10,541 | 10,319 |
| Cash at bank | 34,135 | 91,418 |
| Treasury applications | 31,509,000 | 11,480,000 |
| Overdrafts | (38,555) | |
| Cash and cash equivalents | 31,515,121 | 11,581,737 |
| Overdrafts | 38,555 | |
| Cash assets | 31,553,676 | 11,581,737 |
| 3. Description of non-monetary financing activities | ||
| a) Bank credit obtained and not used | 111,000,000 | 80,000,000 |
| b) Purchase of company through the issue of shares | Not applicable | Not applicable |
| c) Conversion of loans into shares | Not applicable | Not applicable |
The notes are an integral part of the financial statements at 31 March 2012 and 2011.
Patrícia Maria Cruz Ribeiro da Silva
| Duarte Paulo Teixeira de Azevedo | Miguel Nuno Santos Almeida | Gervais Gilles Pellissier |
|---|---|---|
| Ângelo Gabriel Ribeirinho Paupério | António Sampaio e Mello | Jean-François René Pontal |
| António Bernardo Aranha da Gama Lobo Xavier | David Charles Denholm Hobley | Nuno Manuel Moniz Trigoso Jordão |
| Maria Cláudia Teixeira de Azevedo | Frank Emmanuel Dangeard |
under the name Sonae Tecnologias de Informação, S.A. and has its head office at Lugar de Espido, Via Norte, Maia Portugal.
and information technology area were transferred to the Company through a demerger-merger process, executed by public deed dated 30 September 1997.
On 3 increased, its Articles of Association were modified and its name was changed to Sonae.com, S.G.P.S., S.A.. Since then investments in other companies. Also on 3 November 1999, -denominated to euro, being represented by one hundred and fifty million shares with a nominal value of 1 euro each.
On 1 June 2000, the Company carried out a Combined Share Offer, involving the following:
capital was increased under the terms explained below. The new shares were fully subscribed for and paid up by Sonae, S.G.P.S., S.A. (a Shareholder of Sonaecom, hereinafter referred up on the date the price of the Combined Share Offer was determined, and paid up in cash, 31,000,000 new ordinary shares of 1 Euro each being issued. The subscription price for the new shares was the same as that fixed for the sale of shares in the aforementioned Combined Share Offer, which was Euro 10.
In addition, Sonae sold, in that year, 4,721,739 Sonaecom shares under an option granted to the banks leading the Institutional Offer for Sale and 1,507,865 shares to Sonae Group managers and to the former owners of the companies acquired by Sonaecom.
By d 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.
deed to SONAECOM, S.G.P.S., S.A..
share capital was increased by Euro 70,276,868, from Euro 226,250,000 to Euro 296,526,868, by the issuance of 70,276,868 new shares of 1 euro each and with a share premium of Euro 242,455,195, fully subscribed by France Telecom. The corresponding public deed was executed on 15 November 2005.
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 records in accordance with International Financial Reporting Standards (IAS/IFRS) as adopted by the European Union (EU).
The adoption of the International Financial Reporting Standards (IFRS) as adopted by the European Union occurred for the first time in 2007 and as defined by IFRS 1 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.
Until the date of approval of these financial statements there are no standards, interpretations, amendments and revisions that have been approved (endorsed) by the European Union, whose application is mandatory in 1 January 2012 or in future financial years.
The following standards, interpretations, amendments and revisions have not yet been approved (endorsed) by the European Union, at the date of approval of these financial statements:
| Standard / Interpretation | Effective date (annual periods beginning on or |
|---|---|
| after) | |
| IFRS 1 - Amendments (Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters) |
1-Jul-11 |
| The amendments referred to the Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters: 1) replace the fixed dates in the derecognition exception and the exemption related to the initial fair value measurement of financial instruments; and 2) add a deemed cost exemption to IFRS 1 that an entity can apply at the date of transaction to IFRSs after being subject to severe hyperinflation. |
|
| IFRS 1 - Amendments (Government Loans) | 1-Jan-13 |
| The amendments referred to the Government Loans addresses how a first-time adopters would account for a government loan with a below market rate of interest when transitioning to IFRS and proposes to permit prospective application of IAS 20 requirements. |
|
| IFRS 7 Amendments (Offsetting Financial Assets and Financial Liabilities: Disclosures) |
1-Jan-13 |
| The amendment requires disclosures to improve the understanding of transfer transactions of financial assets (for example, securitisations), including understanding the possible effects of any risks that may remain after the transfer. It also requires additional disclosures if a disproportionate amount of transfer transactions are undertaken around the end of a reporting period. |
|
| IFRS 9 (Financial Instruments and subsquent amendments) |
1-Jan-15 |
| This standard is the first step in the project to replace IAS 39, and it introduces new requirements for classifying and measuring financial assets. |
|
| IFRS 10 (Consolidated Financial Statements) |
1-Jan-13 |
| Builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. |
|
| IFRS 11 (Joint Arrangements) | 1-Jan-13 |
| Provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form (as is currently the case). The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to |
account for interests in jointly controlled entities.
| Standard / Interpretation | Effective date (annual |
|---|---|
| periods beginning on or after) |
|
| IFRS 12 (Disclosures of Interests in Other Entities) |
1-Jan-13 |
| New and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. |
|
| IFRS 13 (Fair Value Measurement) | 1-Jan-13 |
| It will improve consistency and reduce complexity by providing, for the first time, a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. |
|
| IAS 1 - Amendments (Presentation of Items | 1-Jul-12 |
| of Other Comprehensive Income) | |
| The amendments to IAS 1 require companies preparing financial statements in accordance with IFRSs to group together items within OCI that may be reclassified to the profit or loss section of the income statement. |
|
| IAS 12 - Amendments (Deferred tax: Recovery of Underlying Assets) |
1-Jan-12 |
| The amendment introduces, in the case of investment properties measured using the fair value model, the presumption that recovery of the carrying amount will normally be through sale, in order to determine their tax impact. As a result of the amendments, SIC 21 - 'Income apply to investment properties carried at fair value. The amendments also incorporate into IAS 12 the remaining guidance previously contained in SIC-21, which is accordingly withdrawn. |
-Depreciable Assets' would no longer |
| IAS 19 - Amendments (Employee Benefits) | 1-Jan-13 |
| The amendments make important improvements by eliminating an option to defer the recognition of gains and losses, known as the , improving comparability and faithfulness of presentation, streamlining the presentation of changes in assets and liabilities arising from defined benefit plans and enhancing the disclosure requirements for defined benefit plans. |
|
| IAS 27 (Separate Financial Statements) | 1-Jan-13 |
| Consolidation requirements previously forming part of IAS 27 have been revised and are now contained in IFRS 10 Consolidated Financial Statements´. |
|
| IAS 28 (Investments in Associates and Joint Ventures) |
1-Jan-13 |
| The objective of IAS 28 (as amended in 2011) is to prescribe the accounting for investments in associates and to set out the requirements for the application of the equity method when accounting for investments in associates and joint ventures. |
|
| IAS 32 - Amendments (Offsetting Financial | 1-Jan-14 |
| Assets and Financial Liabilities) IAS 32 is amended to refer to the IFRS 7 disclosure requirements in respect of offsetting arrangements. |
|
| IFRIC 20 Interpretation (Stripping Costs in the Production Phase of a Surface Mine) |
1-Jan-13 |
| The Interpretation clarifies when production stripping should lead to the recognition of an asset and how that asset should be measured, both initially and in subsequent periods. |
The application of these standards and interpretations, as applicable to the Company will have no material effect on future financial statements of the Company.
The accounting policies and measurement criteria adopted by the Company at 31 March 2012 are comparable with those used in the preparation of the individual financial statements at 31 December 2011.
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
Impairment losses detected in the realisation value of tangible assets are recorded in the year in which they arise, by a corresponding charge to the cap
The annual depreciation rates used correspond to the estimated useful life of the assets, which are as follows:
| Years of useful life |
|
|---|---|
| buildings owned by third parties | 10-20 |
| Plant and machinery | 5-8 |
| Fixtures and fittings | 3-10 |
| Other tangible assets | 4 |
Current maintenance and repair costs of tangible assets are recorded as costs in the year in which they occur. Improvements of significant amount, which increase the estimated useful life of the assets, are capitalised and depreciated in accordance with the estimated useful life of the corresponding assets.
Intangible assets are recorded at their acquisition cost less accumulated amortisation and less estimated accumulated impairment losses. Intangible assets are only recognised, if it is likely that they will bring future economic benefits to the Company, if the Company controls them and if their cost can be reliably measured.
Intangible assets correspond, essentially, to software and industrial property.
Amortisations are calculated on a straight-line monthly basis, over the estimated useful life of the assets (three years) as from the month in which the corresponding expenses are incurred.
Amortisation for the period is recorded in the profit and loss
c) Investments in Group companies and other non-current assets
Investments in companies in which the Company has direct or indirect voting rights at Shareh excess of 50% or in which it has control over the financial and operating policies are recorded under the caption accordance with IAS 27, as Sonaecom presents, separately, consolidated financial statements in accordance with IAS / IFRS.
Loans and supplementary capital granted to affiliated companies with maturities, estimated or defined contractually, greater than one year, are recorded, at their nominal value, unde -
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
The expenses incurred with the acquisition of investments in Group companies are recorded as cost when they are incurred.
The Company classifies its financial instruments in the -to-maturity -forclassification depends on the purpose for which the investments were acquired.
The classification of the investments is determined at the initial recognition and re-evaluated every quarter.
This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if it is acquired principally for the purpose of selling in the short term or if the adoption of this method allows reducing or eliminating an accounting mismatch. Derivatives are also registered as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to mature within 12 months of the balance sheet date.
Loans and receivables are non-derivative financial assets with fixed or variable payments that are not quoted in an active market. These financial investments arise when the Company provides money or services directly to a debtor with no intention of trading the receivable.
Loans and receivables are carried at amortised cost using the effective interest method, deducted from any impairment losses.
Loans and receivables are recorded as current assets, except when its maturity is greater than 12 months from the balance sheet date, a situation in which they are classified as noncurrent assets. Loans and receivables are included under the
Held-to-maturity investments are non-derivative financial assets with fixed or variable payments and with fixed intention and ability to hold until their maturity.
Available-for-sale financial assets are non-derivative investments that are either designated in this category or not classified in any of the other above referred categories. They are included in non-current assets unless management intends to dispose them within 12 months of the balance sheet date.
Purchases and sales of investments are recognised on tradedate the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair and the transaction costs are recorded in the income statement. Investments are derecognised when the rights to receive cash flows from the investments have expired or transferred, and consequently all substantial risks and rewards of their ownership have been transferred.
Available-foruently carried at fair value.
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 s, discounted cash flow analysis, and option pricing models these valuation techniques can be used, the Company values these investments at acquisition cost net of any identified impairment losses. The fair value of listed investments is determined based on the closing Euronext share price at the balance sheet date.
The Company assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In case of equity securities classified as available-for-sale, a significant decline (above 25%) or prolonged decline (during two consecutive quarters) in the fair value of the security below its cost is considered in determining whether the securities are impaired. If such evidence exists for available-for-sale financial assets, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment losses on that financial asset previously recognised in the profit or loss statement is removed from equity and recognised in the profit and loss statement. Impairment losses recognised in the profit and loss statement on equity securities are not reversed through the profit and loss statement.
Lease contracts are classified as financial leases, if, in substance, all risks and rewards associated with the detention of the leased asset are transferred by the lease contract or as operational leases, if, in substance, there is no transfer of risks and rewards associated with the detention of the leased assets.
The lease contracts are classified as financial or operational in accordance with the substance and not with the form of the respective contracts.
Fixed assets acquired under finance lease contracts and the related liabilities are recorded in accordance with the financial method. Under this method the tangible assets, the corresponding accumulated depreciation and the related liability are recorded in accordance with the contractual financial plan at fair value or, if less, at the present value of payments. In addition, interest included in lease payments and depreciation of the tangible assets are recognised as expenses in the profit and loss statement for the period to which they relate.
Assets under long-term rental contracts are recorded in accordance with the operational lease method. In accordance with this method, the rents paid are recognised as an expense, over the rental period.
Other current debtors are recorded at their net realisable value, and do not include interest, because the financial updated effect is not significant.
These financial investments arise when the Company provides money or services directly to a debtor with no intention of trading the receivable.
The amount relating to this caption is presented net of any impairment losses, which are recorded in the profit and loss ersals of impairment losses are recorded in
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 The Company classifies, under the months, for which the risk of change in value is insignificant. statement also includes bank overdrafts, which are reflected in - The cash flow statement is classified by operating, financing and investing activities. Operating activities include collections from customers, payments to suppliers, payments to personnel and other captions relating to operating activities.
Cash flows from investing activities include the acquisition and sale of investments in associated and subsidiary companies and receipts and payments resulting from the purchase and sale of fixed assets.
Cash flows from financing activities include payments and receipts relating to loans obtained and finance lease contracts.
All amounts included under this caption are likely to be realised in the short term and there are no amounts given or pledged as guarantee.
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.
i) Financial expenses relating to loans obtained Financial expenses relating to loans obtained are generally recognised as expenses at the time they are incurred. Financial expenses related to loans obtained for the acquisition, construction or production of fixed assets are capitalised as part of the cost of the assets. These expenses are capitalised starting from the time of preparation for the construction or development of the asset and are interrupted when the assets are ready to operate, at the end of the production or construction phases or when the associated project is suspended.
The Company only uses derivatives in the management of its financial risks to hedge against such risks. The Company does not use derivatives for trading purposes.
The cash flow hedges used by the Company are related to:
(i) Interest rate swaps operations to hedge against interest rate risks on loans obtained. The amounts, interest payment dates and repayment dates of the underlying interest rate swaps are similar in all respects to the conditions established for the contracted loans. Changes in the fair value of cash flow hedges are recorded in assets or liabilities, against a
(ii) The values and times periods involved are identical to the amounts invoiced and their maturities.
In cases where the hedge instrument is not effective, the amounts that arise from the adjustments to fair value are recorded directly in the profit and loss statement.
At 31 March 2012, the Company did not have any derivative, beyond those mentioned in note 1.s).
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.
Contingent liabilities are not recognised in the financial statements but are disclosed in the notes, except if the possibility of a cash outflow affecting future economic benefits is remote.
Contingent assets are not recognised in the financial statements but are disclosed in the notes when future economic benefits are likely to occur.
payable and deferred tax. Income tax is recognised in accordance with IAS 12
Sonaecom has adopted, since 1 January 2008, the special regime for the taxation of groups of companies, under which, the provision for income tax is determined on the basis of the estimated taxable income of all the companies covered by that regime, in accordance with such rules. The special regime for the taxation of groups of companies covers all subsidiaries on which the group holds at least 90% of their share capital, with its headquarters located in Portugal and subject to Corporate Income Tax (IRC).
Deferred taxes are calculated using the liability method and reflect the timing differences between the amount of assets and liabilities for accounting purposes and the respective amounts for tax purposes.
Deferred tax assets are only recognised when there is reasonable expectation that sufficient taxable profits shall arise in the future to allow such deferred tax assets to be used. At the end of each year, the recorded and unrecorded deferred tax assets are revised and they are reduced whenever their realisation ceases to be probable, or increased if future taxable profits are likely enabling the recovery of such assets (note 7).
Deferred taxes are calculated with the tax rate that is expected to be in effect at the time the asset or liability is realised.
Whenever deferred taxes derive from assets or liabilities 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 costs attributable to current year and whose expenses will only occur in future years are estimated and recorded under -current it is possible to estimate reliably the amount and the timing of occurrence of the expense. If there is uncertainty regarding both the date of disbursement of funds, and the amount of the obligation, the value is classified as Provisions (note 1.k)).
Non-current financial assets and liabilities are recorded at fair value and, in each period, the financial actualisation of the fair value is recorded in the profit and loss statement under the
receive such amounts are appropriately established and communicated.
Assets and liabilities due in more than one year from the date of the balance sheet are classified, respectively, as noncurrent assets and non-current liabilities.
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 ie, they are not distributable, except in case of liquidation, but they can be used to absorb losses, after all the other reserves are exhausted or to increase share capital.
According to IFRS 2 responsibility related with the equity settled plans is registered, as a credit, under the caption of Medium Term Incentive Plan Reserves, which are not distributable and which can not be used to absorb losses.
hedges derivatives that are considered effective (note 1.j)) 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 31 March 2012, Sonaecom, SGPS, S.A., have reserves which by their nature could be considered distributable, in the amount of around Euro 176.8 million.
Own shares are recorded as a deduction of Shar funds. Gains or losses related to the sale of own shares are
All assets and liabilities expressed in foreign currency were translated into euro using the exchange rates in force at the balance sheet.
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:
| 2012 | 2011 | |||
|---|---|---|---|---|
| 31 March | Average | 31 March | Average | |
| Pounds Sterling | 1.19918 | 1.19840 | 1.13161 | 1.17144 |
| Swiss franc | 0.83022 | 0.82783 | 0.76894 | 0.77703 |
| Swedish krona | 0.11305 | 0.11296 | 0.11195 | 0.11282 |
| American Dollar | 0.74873 | 0.76304 | 0.70388 | 0.73141 |
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 in the case of amount recoverable is the greater of the net selling price and the value of use. Net selling price is the amount obtained upon the sale of an asset in a transaction within the capability of the parties involved, less the costs directly related to the sale. The value of use is the present amount of the estimated future cash flows expected to result from the continued use of the asset and of its sale at the end of its useful life. The recoverable amount is estimated for each asset individually or, if this is not possible, for the cash-generating unit to which the asset belongs.
For financial investments, the recoverable amount, calculated in terms of value in use, is determined based on last business plans duly approved by the Board of Directors of the Company.
Evidence of the existence of impairment in accounts receivables appears when:
s) Medium-term incentive plans
The accounting treatment of Medium Term Incentive Plans is based on IFRS 2 -
Under IFRS 2, when the settlement of plans established by the estimated responsibility is recorded, as a credit entry, loss statement.
The quantification of this responsibility is based on its fair value at the attribution date and is recognised over the vesting period of each plan (from the award date of the plan until its vesting or settlement date). The total responsibility, at any point in time, is calculated based on the proportion of accounting date.
When the responsibilities associated with any plan are covered by a hedging contract, ie, when those responsibilities are
replaced by a fixed amount payable to a third party and when Sonaecom is no longer the party that will deliver the Sonaecom shares, at the settlement date of each plan, the above accounting treatment is subject to the following changes:
For plans settled in cash, the estimated liability is recorded respective accounting date. The liability is quantified based on the fair value of the shares as of each balance sheet date.
When the liability is covered by a hedging contract, recognition is made in the same way as described above, but with the liability being quantified based on the contractually fixed amount.
Equity-settled plans to be liquidated through the delivery of shares of the parent company are recorded as if they were settled in cash, which means that the estimated liability is -current 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 31 March 2012, only one plan of Sonaecom share plans were covered through the detention of own shares. The impacts associated to such plans as the Medium Term Incentive Plans are registered, in the balance sheet, under the t is
At 31 March 2012, two equity-settled plans to be liquidated through the delivery of shares of the parent company were covered by contracts with an external entity under which the acquisition price of those shares was fixed. Therefore, the
responsibility associated to those plans is recorded based on that fixed price, proportionally to the period of time elapsed since the award date until the date of record, under the her non-
Events occurring after the date of the balance sheet which provide additional information about conditions prevailing at the time of the balance sheet (adjusting events) are reflected in the financial statements. Events occurring after the balance sheet date that provide information on post-balance sheet conditions (non-adjusting events), when material, are disclosed in the notes to the financial statements.
The most significant accounting estimates reflected in the financial statements of the periods ended at 31 March 2012 and 2011 include mainly impairment analysis of assets, particularly financial investments in Group companies. Estimates used are based on the best information available during the preparation of financial statements and are based on the best knowledge of past and present events. Although future events are not controlled by the Company neither foreseeable, some could occur and have impact on the estimates. Changes to the estimates used by the management that occur after the approval date of these financial statements, will be recognised in net income, in accordance with IAS 8 methodology.
The main estimates and assumptions in relation to future events included in the preparation of financial statements are disclosed in the respective notes.
risks such as market risk, liquidity risk and credit risk.
These risks arise from the unpredictability of financial markets, which affect the capacity to project cash flows and a long-term ongoing perspective, seeks to minimise potential adverse effects that derive from that uncertainty, using, every time it is possible and advisable, derivative financial instruments to hedge the exposure to such risks (note 1. j)).
Foreign exchange risk management seeks to minimise the volatility of investments and transactions made in foreign currency and contributes to reduce the sensitivity of results to changes in foreign exchange rates.
Whenever possible, the Company uses natural hedges to manage exposure, by offsetting credits granted and credits received expressed in the same currency. When such procedure is not possible, the Company adopts derivative financial hedging instruments (note 1. j)).
Considering the reduced values of assets and liabilities in foreign currency, the impact of a change in exchange rate will not have significant impacts on the financial statements.
the total cost of debt to a high risk of volatility. The impact of this volatility in the Company results or in its Shareholders´ funds is mitigated by the effect of the following factors: (i) relatively low level of financial leverage; (ii) possibility to use derivative instruments that hedge the interest rate risk, as mentioned below; (iii) possible correlation between the level of market interest rates and economic growth the latter having a this way partially offsetting the increase of financial costs 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:
2) 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
preference to financial institutions that form part of its financing transactions.
In order to select the counterparty for occasional operations, Sonaecom requests proposals and indicative prices from a representative number of banks in order to ensure adequate competitiveness of these operations.
In determining the fair value of hedging operations, the Company uses certain methods, such as option valuation and discounted future cash flow models, using assumptions based on market interest rates prevailing at the balance sheet date. Comparative financial institution quotes for the specific or similar instruments are used as a benchmark for the valuation.
The fair value of the derivatives contracted, that are considered as fair value hedges or the ones that are considered not sufficiently effective for cash flow hedge (in accordance with the provisions established in IAS 39 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 changes in the fair value are recognised in equity. erms and conditions of the financing with significant impact in the Company, based on the analysis of the debt structure, the risks and the different options in the market, particularly as to the type of interest rate (fixed / variable). Under the policy defined above, the Executive Committee is responsible for the decision on the occasional interest rate hedging contracts, through the monitoring of the conditions and alternatives existing in the market.
The existence of liquidity in the Company requires the definition of some policies for an efficient and secure management of the liquidity, allowing us to maximise the profitability and to minimise the opportunity costs related with that liquidity.
The liquidity risk management has a threefold objective: (i) Liquidity, ie, to ensure the permanent access in the most efficient way to obtain sufficient funds to settle current payments in the respective dates of maturity as well as any eventual not forecasted requests for funds, in the deadlines set for this; (ii) Safety, ie, to minimise the probability of default in any reimbursement of application of funds; and (iii) Financial efficiency, ie, to ensure that the Company maximises the value / minimise the opportunity cost of holding excess liquidity in the short term.
The main underlying policies correspond to the variety of instruments allowed, the maximum acceptable level of risk, the maximum amount of exposure by counterparty and the maximum periods for investments.
The existing liquidity in the Company should be applied to the alternatives and by the order described below:
The applications in the market are limited to eligible counterparties, with ratings previously established by the Board and limited to certain maximum amounts by counterparty.
The definition of maximum amounts intends to assure that the application of liquidity in excess is made in a prudent way and taking into consideration the best practices in terms of bank relationships.
The maturity of applications should equalise the forecasted payments (or the applications should be easily convertible, in case of asset investments, to allow urgent and not estimated payments), considering a threshold for eventual deviations on the estimates. The threshold depends on the accuracy level of treasury estimates and would be determined by the business. The accuracy of the estimates is an important variable to quantify the amounts and the maturity of the applications in the market.
The maturity analysis for each of the liabilities associated to financial instruments is presented in the note 12.
with the accounts receivable related to current operational activities. The credit risk associated to financial operations is mitigated by the fact that the Company only negotiates with entities with high credit quality.
The management of this risk seeks to guarantee that the amounts owing are effectively collected within the periods negotiated without affecting the financial health of the Company.
The amounts included in the financial statements related to other current debtors, net of impairment losses, represent the maximum exposure of the Company to credit risk.
The movement in tangible assets and in the corresponding accumulated depreciation and impairment losses in periods ended at 31 March 2012 and 2011 was as follows:
| 2012 | ||||||
|---|---|---|---|---|---|---|
| Buildings and other constructions |
Plant and machinery |
Tools | Fixtures and fittings |
Other tangible assets |
Total | |
| Gross assets | ||||||
| Balance at 31 December 2011 | 721,165 | 46,325 | 171 | 333,757 | 104 | 1,101,522 |
| Acquisitions | 360 | 360 | ||||
| Balance at 31 March 2012 | 721,165 | 46,685 | 171 | 333,757 | 104 | 1,101,882 |
| Accumulated depreciation and impairment losses | ||||||
| Balance at 31 December 2011 | 444,736 | 33,182 | 171 | 262,282 | 104 | 740,475 |
| Depreciation for the period | 10,361 | 1,829 | 4,676 | 16,866 | ||
| Balance at 31 March 2012 | 455,097 | 35,011 | 171 | 266,958 | 757,341 | |
| Net value | 266,068 | 11,674 | 66,799 | 344,541 | ||
| 2011 |
| 2011 | ||||||
|---|---|---|---|---|---|---|
| Buildings and other constructions |
Plant and machinery |
Tools | Fixtures and fittings |
Other tangible assets |
Total | |
| Gross assets | ||||||
| Balance at 31 December 2010 | 721,165 | 46,325 | 171 | 332,060 | 619 | 1,100,340 |
| Balance at 31 March 2011 | 721,165 | 46,325 | 171 | 332,060 | 619 | 1,100,340 |
| Accumulated depreciation and impairment losses | ||||||
| Balance at 31 December 2010 | 403,292 | 25,891 | 170 | 241,851 | 318 | 671,522 |
| Depreciation for the period | 10,361 | 1,824 | - | 5,593 | 32 | 17,810 |
| Balance at 31 March 2011 | 413,653 | 27,715 | 170 | 247,444 | 350 | 689,332 |
| Net value | 307,512 | 18,610 | 1 | 84,616 | 269 | 411,008 |
The movement in intangible assets and in the corresponding accumulated amortisation and impairment losses in the periods ended at 31 March 2012 and 2011, was as follows:
| Intangible assets in progress |
Total |
|---|---|
| 193,342 | |
| 193,342 | |
| 191,057 | |
| 387 | |
| 191,444 | |
| 1,898 | |
| 2011 | ||||
|---|---|---|---|---|
| Brands, patents and other rights |
Software | Intangible assets in progress |
Total | |
| Gross assets | ||||
| Balance at 31 December 2010 | 9,719 | 183,247 | 376 | 193,342 |
| Balance at 31 March 2011 | 9,719 | 183,247 | 376 | 193,342 |
| Accumulated depreciation and impairment losses | ||||
| Balance at 31 December 2010 | 7,281 | 177,585 | 184,866 | |
| Depreciation for the period | 265 | 1,269 | 1,534 | |
| Balance at 31 March 2011 | 7,546 | 178,854 | 186,400 | |
| Net value | 2,173 | 4,393 | 376 | 6,942 |
| Others not covered by Loans and receivables Subtotal IFRS 7 Total Non-current assets Other non-current assets (note 6) 544,399,752 544,399,752 544,399,752 544,399,752 544,399,752 544,399,752 Current assets Other trade debtors (note 8) 85,341,918 85,341,918 85,341,918 Cash and cash equivalents (note 9) 31,553,676 31,553,676 31,553,676 116,895,594 116,895,594 116,895,594 2011 Others not covered by Loans and receivables Subtotal IFRS 7 Total Non-current assets Other-non current assets (note 6) 768,415,652 768,415,652 768,415,652 768,415,652 768,415,652 768,415,652 Current assets Other trade debtors (note 8) 10,426,310 10,426,310 3,021,455 13,447,765 Cash and cash equivalents (note 9) 11,581,737 11,581,737 11,581,737 22,008,047 22,008,047 3,021,455 25,029,502 2012 Liabilities recorded at Others not covered by amortised cost Other financial liabilities Subtotal IFRS 7 Total Non-current liabilities portion (note 12) 288,831,843 288,831,843 288,831,843 288,831,843 288,831,843 288,831,843 Current liabilities Short-term loans and other loans (note 12) 145,288,907 145,288,907 145,288,907 Other creditors (note 14) 338,644 338,644 520,280 858,924 145,288,907 338,644 145,627,551 520,280 146,147,831 2011 Liabilities recorded at Others not covered by amortised cost Other financial liabilities Subtotal IFRS 7 Total Non-current liabilities portion (note 12) 362,592,644 362,592,644 362,592,644 |
2012 | ||
|---|---|---|---|
| 362,592,644 362,592,644 362,592,644 |
|||
| Current liabilities | |||
| Short-term loans and other loans (note 12) 104,991,773 104,991,773 104,991,773 |
|||
| Other creditors (note 14) 41,782,301 41,782,301 1,720,449 43,502,750 104,991,773 41,782,301 146,774,074 1,720,449 148,494,523 |
considered outside the scope of IFRS 7. note, as the nature of such amounts are not within the scope of IFRS 7.
At 31 March 2012 and 2011, this caption included the following investments in Group companies:
| Company | 2012 | 2011 |
|---|---|---|
| 898,576,231 | 785,076,231 | |
| 107,289,987 | 107,289,987 | |
| Sonaetelecom BV | 75,009,902 | 75,009,902 |
| 52,241,587 | 52,241,587 | |
| Sonaecom BV | 25,020,000 | 25,020,000 |
| 8,230,885 | 8,230,885 | |
| Sontária - Empreendimentos Imobiliários, S.A. ('Sontária') | 6,120,239 | 6,120,239 |
| 4,568,100 | 4,568,100 | |
| Público - Comunicação Social, S.A. ('Público') | 494,495 | 1,000,000 |
| PCJ - Público, Comunicação e Jornalismo, S.A. ('PCJ') | 50,000 | 50,000 |
| Sonaecom - Serviços Partilhados, S.A. ('Sonaecom SP') | 50,000 | |
| 1,177,651,426 | 1,064,606,931 | |
| Impairment losses (note 13) | (80,122,497) | (77,409,902) |
| Total investments in Group companies | 1,097,528,929 | 987,197,029 |
The movements that occurred in investments in Group companies during the periods ended at 31 March 2012 and 2011 were as follows:
| Company | Balance at 31 December 2011 |
Additions | Disposals | Transfers and write offs |
Balance at 31 March 2012 |
|---|---|---|---|---|---|
| Optimus | 898,576,231 | 898,576,231 | |||
| Sonae Telecom | 107,289,987 | 107,289,987 | |||
| Sonaetelecom BV | 75,009,902 | 75,009,902 | |||
| Sonae com SI | 52,241,587 | 52,241,587 | |||
| Sonaecom BV | 25,020,000 | 25,020,000 | |||
| Be Artis | 8,230,885 | 8,230,885 | |||
| Sontária | 6,120,239 | 6,120,239 | |||
| Miauger | 4,568,100 | 4,568,100 | |||
| Público | 494,495 | 494,495 | |||
| PCJ | 50,000 | 50,000 | |||
| Sonaecom SP | 50,000 | 50,000 | |||
| 1,177,601,426 | 50,000 | 1,177,651,426 | |||
| Impairment losses (note 13) | (80,122,497) | (80,122,497) | |||
| 1,097,478,929 | 50,000 | 1,097,528,929 |
| Balance at 31 December 2010 |
Additions | Disposals | Transfers and write offs |
Balance at 31 March 2011 |
|
|---|---|---|---|---|---|
| Optimus | 764,876,231 | 20,200,000 | 785,076,231 | ||
| Sonae Telecom | 107,289,987 | 107,289,987 | |||
| Sonaetelecom BV | 75,009,902 | 75,009,902 | |||
| Sonae com SI | 52,241,587 | 52,241,587 | |||
| Sonaecom BV | 25,020,000 | 25,020,000 | |||
| Be Artis | 8,230,885 | 8,230,885 | |||
| Sontária | 6,120,239 | 6,120,239 | |||
| Miauger | 4,568,100 | 4,568,100 | |||
| Público | 1,000,000 | 1,000,000 | |||
| PCJ | 50,000 | 50,000 | |||
| 1,043,406,931 | 21,200,000 | 1,064,606,931 | |||
| Impairment losses (note 13) | (46,609,902) | (916,000) | (29,884,000) | (77,409,902) | |
| 996,797,029 | 20,284,000 | (29,884,000) | 987,197,029 |
The amount of Euro 50,000 in the period ended at 31 march 2012, , relates to the constitution of Sonaecom Serviços Partilhados, S.A.
In the period ended at 31 March 2011, the amount of Euro 20,200, acquisition of 1.6% of share capital of this subsidiary to Sonaecom BV.
The amount of Euro 1,000,000, in the period ended at 31 March 2011, relates to the acquisition of the entire share capital of Público Comunicação Social, S.A. to Sonaetelecom BV.
, in the period ended at 31 March 2011, result from the increase made in the amount of Euro -
At 31 March 2012 and 2011, the main financial information regarding the subsidiaries directly owned by the Company is as follows (values in accordance with IAS / IFRS):
| 2012 | 2011 | ||||||
|---|---|---|---|---|---|---|---|
| Company | Head office | % holding | funds | Net profit / (loss) |
% holding | funds | Net profit / (loss) |
| Optimus | Maia | 64.14% | 468,206,109 | 14,065,305 | 55.14% | 457,434,281 | 8,232,409 |
| Sonae Telecom | Maia | 100% | 173,923,366 | 26,121,605 | 100% | 165,249,616 | (2,418) |
| Sonae com SI | Maia | 100% | 61,447,073 | 35,584,386 | 100% | 40,014,030 | 463,447 |
| Miauger | Maia | 100% | 10,621 | (16,745) | 100% | 1,242,030 | (18,008) |
| Sonaetelecom BV | Amesterdam | 100% | 1,616,582 | 3,954 | 100% | 1,705,809 | 1,461,368 |
| Sonaecom BV | Amesterdam | 100% | 14,517,233 | (146,687) | 100% | 12,473,043 | (1,023,205) |
| Be Artis | Maia | 100% | 250,314,607 | (686,539) | 100% | 158,697,375 | (8,564,273) |
| PCJ | Maia | 100% | 9,665,025 | 126,797 | 100% | 13,286,276 | 246,276 |
| Público (a) | Maia | 100% | (534,412) | (916,182) | 100% | 785,005 | (996,499) |
| Sontária | Maia | 100% | 106,097 | 44,528 | 100% | 768,868 | 135,065 |
| Sonaecom SP (b) | Maia | 100% | 49,766 | (234) |
(a) Company adquired in January 2011.
(b) Company established in January 2012.
At 31 March 2012, Sonaecom owned, indirectly, through Sonae Telecom S.G.P.S., S.A. an additional shareholding in Optimus Comunicações, S.A. of 35.86%, amounting to 100% of participation.
At 31 March 2011, Sonaecom owned, indirectly, through Sonae Telecom S.G.P.S., S.A. and Sonaecom BV, an additional shareholding of 35.86% and 9.00% in Optimus Comunicações, S.A., respectively, amounting to 100% of participation.
The evaluation of the existence of impairment losses for the main investments in the Group companies is made by taking into account the cash-generating units, based on most up-toinclude projected cash flows for periods of five years. The discount rates used were based on the estimated weighted average cost of capital, which depends on the business segment of each subsidiary, and are as indicated in the table below. In perpetuity, the Group considered a growth rate of circa 3% or others considered more conservative, for specific cases. In situations where the measurement of the existence, or not, of impairment is made based on the net selling price, values of similar transactions and other proposals made are used.
| Discount rate | |
|---|---|
| Telecommunications | 9.50% |
| Multimedia | 10.00% |
| Information systems | 11.50% |
| 2012 | 2011 | |
|---|---|---|
| Financial assets | ||
| Medium and long-term loans granted to Group companies: | ||
| Be Artis | 194,179,000 | 346,185,000 |
| Sonaecom BV | 16,774,000 | 162,738,000 |
| Sonae com SI | 13,690,000 | 17,660,000 |
| PCJ | 5,145,000 | 5,000,000 |
| Sontária | 2,676,637 | 2,676,637 |
| Sonaetelecom BV | 200,000 | 18,141,000 |
| Lugares Virtuais | 1,170,000 | |
| 232,664,637 | 553,570,637 | |
| Supplementary capital: | ||
| Be Artis | 265,889,115 | 165,889,115 |
| Sonae Telecom SGPS | 38,630,000 | 38,630,000 |
| PCJ | 12,990,000 | 12,990,000 |
| Público | 3,565,505 | 1,160,000 |
| Miauger | 1,105,000 | 800,000 |
| 322,179,620 | 219,469,115 | |
| 554,844,257 | 773,039,752 | |
| Accumulated impairment losses (note 13) | (10,444,505) | (4,624,100) |
| 544,399,752 | 768,415,652 |
During the periods ended at 31 March 2012 and 2011, the movements that -term loans granted to Group
| 2012 | ||||
|---|---|---|---|---|
| Company | Opening balance | Increases | Decreases | Closing balance |
| Be Artis | 179,734,000 | 14,445,000 | 194,179,000 | |
| Sonaecom BV | 21,785,000 | (5,011,000) | 16,774,000 | |
| Sonae com SI | 19,700,000 | (6,010,000) | 13,690,000 | |
| PCJ | 5,160,000 | (15,000) | 5,145,000 | |
| Sontária | 2,676,637 | 2,676,637 | ||
| Sonaetelecom BV | 200,000 | 200,000 | ||
| 229,255,637 | 14,445,000 | (11,036,000) | 232,664,637 |
| 2011 | ||||
|---|---|---|---|---|
| Company | Opening balance | Increases | Decreases | Closing balance |
| Be Artis | 175,720,000 | 170,465,000 | 346,185,000 | |
| Sonaecom BV | 168,158,000 | (5,420,000) | 162,738,000 | |
| Sonae com SI | 21,190,000 | (3,530,000) | 17,660,000 | |
| Sonaetelecom BV | 18,141,000 | 18,141,000 | ||
| Sontária | 2,676,637 | 2,676,637 | ||
| Lugares Virtuais | 1,170,000 | 1,170,000 | ||
| Wedo Consulting | 520,000 | (520,000) | ||
| PCJ | 5,000,000 | 5,000,000 | ||
| 387,575,637 | 175,465,000 | (9,470,000) | 553,570,637 |
| 2012 | ||||
|---|---|---|---|---|
| Company | Opening balance | Increases | Decreases | Closing balance |
| Be Artis | 265,889,115 | 265,889,115 | ||
| Sonae Telecom SGPS | 38,630,000 | 38,630,000 | ||
| PCJ | 12,990,000 | 12,990,000 | ||
| Público | 3,565,505 | 3,565,505 | ||
| Miauger | 1,105,000 | 1,105,000 | ||
| 322,179,620 | 322,179,620 | |||
| 2011 | ||||
| Company | Opening balance | Increases | Decreases | Closing balance |
| Be Artis | 165,889,115 | 165,889,115 | ||
| Sonae Telecom SGPS | 38,630,000 | 38,630,000 | ||
| Miauger | 800,000 | 800,000 | ||
| PCJ | 12,990,000 | 12,990,000 | ||
| Público | 19,000,000 | (17,840,000) | 1,160,000 | |
| 205,319,115 | 31,990,000 | (17,840,000) | 219,469,115 |
During the periods ended at 31 March 2012 and 2011, the loans granted to Group companies earned interest at market rates with an average interest rate of 4.75% and 3.86%, respectively. Supplementary capital is non-interest bearing.
The movement under the captio 13).
Loans granted to Group companies and Supplementary capital, do not have a defined maturity, therefore no information about the aging of these loans is presented.
The evaluation of the existence of impairment losses for the loans made to Group companies was based on the most up-to-date s. The discount rates used and the perpetuity growth considered are presented in the previous note (note 5).
At 31 March 2012, the value of deferred tax assets not recorded where it is not expected that sufficient taxable profits will be generated in the future to cover those losses, have the following detail:
| Year of origin | Tax losses | Provisions not acceptable for tax purposes |
Total | Deferred tax assets |
|---|---|---|---|---|
| 2001 | - | 3,463,000 | 3,463,000 | 917,695 |
| 2002 | - | 11,431,819 | 11,431,819 | 3,029,432 |
| 2003 | - | 31,154,781 | 31,154,781 | 8,256,017 |
| 2004 | - | 9,662,981 | 9,662,981 | 2,560,690 |
| 2005 | - | (3,033,899) | (3,033,899) | (803,983) |
| 2006 | 16,874,570 | (149,858) | 16,724,712 | 4,178,930 |
| 2007 | 54,563,604 | (537,036) | 54,026,568 | 13,498,586 |
| 2008 | - | 9,893,940 | 9,893,940 | 2,621,894 |
| 2009 | - | 9,903,475 | 9,903,475 | 2,624,421 |
| 2010 | - | 8,225,377 | 8,225,377 | 2,179,725 |
| 2011 | - | 10,005,010 | 10,005,010 | 2,651,328 |
| 2012 | - | 1,889,000 | 1,889,000 | 500,585 |
| 71,438,174 | 91,908,590 | 163,346,764 | 42,215,320 |
The rate used at 31 March 2012 to calculate the deferred tax assets/liabilities relating to tax losses carried forward was of 25%, and of unlikely the taxation of temporary differences during the estimated period when the referred rate will be applicable.
The reconciliation between the earnings before tax and the tax recorded for the periods ended at 31 March 2012 and 2011 is as follows:
| 2012 | 2011 | |
|---|---|---|
| Earnings before tax | 76,585,678 | (578,299) |
| Income tax rate (25%) | (19,146,420) | 144,575 |
| Correction of the tax of the previous year and other related taxes | (4,941) | (77,194) |
| Movements in provisions not accepted for tax purposes (note 13) | (472,250) | (809,000) |
| Adjustments to the taxable income | 19,715,030 | |
| Income taxation recorded in the period | 91,419 | (741,619) |
The adjustments to the taxable income in 2012 relates, mainly, to dividends received (note 16), which do not contribute to the calculation of the taxable profit for the year.
Portuguese Tax Authorities can review the income tax returns of the Company for a period of four years (five years for Social Security), except when tax losses have been generated, tax benefits have been granted or when any review, claim or impugnation is in progress, in which circumstances, the periods are extended or suspended. Consequently, tax returns of each year, since the year 2008 (inclusive) are still subject to such review. The Board of Directors believes that any correction that may arise as a result of such review would not produce a significant impact in the accompanying financial statements.
ot provisioned in the financial statements, associated to probable tax contingencies that should have been recorded or disclosed in the accompanying financial statements, at 31 March 2012.
At 31 March 2012 and 2011, this caption was made up as follows:
| 2012 | 2011 | |
|---|---|---|
| Trade debtors | 85,357,402 | 10,428,240 |
| State and other public entities | - | 3,021,455 |
| Accumulated impairment losses on accounts receivables (note 13) | (15,484) | (1,930) |
| 85,341,918 | 13,447,765 |
At 31 March 2012, the caption included amounts to be received from subsidiary Group companies, relating to dividends in the amount of Euro 78.877.861, applications and services rendered (note 18).
March 2011, includes the special advanced payment, retentions and taxes to be recovered.
At 31 March 2012 and 2011, the breakdown of cash and cash equivalents was as follows:
| 2012 | 2011 | |
|---|---|---|
| Cash | 14,148 | 10,319 |
| Bank deposits repayable on demand | 30,528 | 91,418 |
| Treasury applications | 31,509,000 | 11,480,000 |
| 31,553,676 | 11,581,737 | |
| Bank overdrafts (note 12) | (38,555) | - |
| 31,515,121 | 11,581,737 |
At 31 March 2012 and 2011
| 2012 | 2011 | |
|---|---|---|
| Bank applications | 10,625,000 | 4,230,000 |
| Artis | 8,040,000 | |
| Be Towering | 6,870,000 | |
| We Do | 3,090,000 | 2,500,000 |
| Público | 2,054,000 | |
| Lugares Virtuais | 570,000 | |
| Sontária | 165,000 | |
| Sonae com SI | 95,000 | |
| PCJ | 4,750,000 | |
| 31,509,000 | 11,480,000 |
During the period ended at 31 March 2012, the above mentioned treasury applications bear interests at an average rate of 4.55% (3.99% in 2011).
At 31 March 2012 and 2011, the share capital of Sonaecom was comprised by 366,246,868 ordinary registered shares of 1 euro each. At those dates, the Shareholder structure was as follows:
| 2012 | 2011 | ||||
|---|---|---|---|---|---|
| Number of shares | % | Number of shares | % | ||
| Sontel BV | 194,063,119 | 52.99% | 183,374,470 | 50.07% | |
| 80,761,848 | 22.05% | 72,990,796 | 19.93% | ||
| Atlas Service Belgium | 73,249,374 | 20.00% | 73,249,374 | 20.00% | |
| Millenium BCP | 12,500,998 | 3.41% | 12,500,998 | 3.41% | |
| Own shares (note 11) | 5,020,529 | 1.37% | 9,058,807 | 2.47% | |
| Sonae SGPS | 650,000 | 0.18% | 838,649 | 0.23% | |
| Efanor Investimentos, S.G.P.S., S.A. | 1,000 | 0.00% | 1,000 | 0.00% | |
| Sonae Investments BV | 10,500,000 | 2.87% | |||
| Santander Asset Management* | 3,732,774 | 1.02% | |||
| 366,246,868 | 100.00% | 366,246,868 | 100.00% |
* As it is not considered a qualified holding, the number of shares held by Santander Asset Management, based on the information disclosed on 16 February 2011, was include in the Free Float.
All shares that comprise the share capital of Sonaecom, are authorised, subscribed and paid. All shares have the same rights and each share corresponds to one vote.
During the period ended at 31 March 2012, Sonaecom delivered to its employees 325,098 own shares under its Medium Term Incentive Plans.
Additionally, Sonaecom sold to its subsidiaries 3,479,058 shares (at an average price of Euro 1.171), under the Medium Term Incentive Plan of each company, and a loan in shares corresponding to 942,786 shares , with reference to a price of Euro 1.91,.
During the period ended at 31 March 2012, the Company also acquired 722,271 new shares (at an average price of Euro 1.223), holding at the end of the period 5,020,529 own shares, representative of 1.37% of its share capital, with an average price of Euro 1.452.
At 31 March 2012 and 2011
| Amount outstanding | |||||
|---|---|---|---|---|---|
| Issue denomination | Limit | Maturity | Type of reimbursement |
2012 | 2011 |
| 150,000,000 | Jun-13 | Final | 150,000,000 | 150,000,000 | |
| 100,000,000 | Mar-15 | Final | 100,000,000 | ||
| 40,000,000 | Mar-15 | Final | 40,000,000 | 40,000,000 | |
| 30,000,000 | Feb-13 | Final | 30,000,000 | ||
| Costs associated with setting-up the financing |
(2,539,092) | (1,714,640) | |||
| Interests incurred but not yet due | 1,370,935 | 1,072,845 | |||
| 288,831,843 | 219,358,205 | ||||
| Commercial paper | 150,000,000 | Jul-12 | 143,000,000 | ||
| Interests incurred but not yet due | 234,439 | ||||
| 143,234,439 | |||||
| 288,831,843 | 362,592,644 |
| Amount outstanding | |||||
|---|---|---|---|---|---|
| Type of | |||||
| Issue denomination | Limit | Maturity | reimbursement | 2012 | 2011 |
| 30,000,000 | Feb-13 | Final | 30,000,000 | ||
| Commercial paper | 150,000,000 | Jul-12 | 100,000,000 | ||
| Commercial paper | 25,000,000 | Apr-12 | 13,000,000 | 16,000,000 | |
| Commercial paper | 40,000,000 | May-11 | 20,000,000 | ||
| Commercial paper | 15,000,000 | Jun-12 | 5,000,000 | ||
| Interest incurred but not yet due | 258,143 | 67,217 | |||
| Tresuary applications | 1,992,209 | 63,924,556 | |||
| Bank overdrafts | 38555 | ||||
| 145,288,907 | 104,991,773 |
In June 2005, Sonaecom signed a Bond Loan, privately placed, amounting to 150 million euros without guarantees and with a maturity of eight years. The bonds bear interest at floating rate, indexed to Euribor and paid semiannually. This issue was organised and mounted by Millennium BCP Investimento.
In February and March 2010, Sonaecom signed two other Bond Loan, both privately placed, in the amount of 30 and 40 million euros, without guarantees and maturities of 3 and 5 years respectively. Both loans bear interest at floating rate indexed to Euribor, and paid semiannually. The issues were organised if mounted by, respectively, Banco Espirito Santo de Investimento and Caixa - Banco de Investimento. These bond issues were traded on Euronext Lisbon market.
In September 2011, Sonaecom signed a Bond Loan, privately placed, amounting to Euro 100 million without guarantees and with a maturity of three and half years. The bonds bear interest at floating rate indexed to Euribor and paid semiannually. This issue was organized and mounted by BNP Paribas, ING Belgium SA / NV and WestLB AG.
All the loans above are unsecured and the fulfillment of the obligations under these loans is exclusively guaranteed by the underlying activities and the indebted company cash flows generation capacity.
The average interest rate of the bond loans, in the period, was 3.52% (2.46% in 2011).
In July 2007, Sonaecom contracted a Commercial Paper Programme Issuance with a maximum amount of Euro 250 million with subscription grant and maturity of five years, organised by Banco Santander de Negócios Portugal and by Caixa Banco de Investimento. According to the original terms, this programme was reduced to the amount of Euro 150 million in July 2010.
The placing underwriting consortium is composed by the following institutions: Banco Santander Totta, Caixa Geral de Depósitos, Banco BPI, Banco Bilbao Vizcaya Argentaria (Portugal), Banco Comercial Português and BNP Paribas (in Portugal).
Additionally, Sonaecom has three other Commercial Paper Programmes Issuance with subscription guarantee and the following characteristics:
| Amount | Hire date | Subscription guarantee | Maturity |
|---|---|---|---|
| Euro 25 million | April 2010 | Bankia (representative in Portugal) | 23-Apr-12 |
| Euro 5 million | April 2010 | Banco BPI | one year, possibly renewable |
| Euro 15 million | June 2010 | Caixa Económica Montepio Geral | one year, possibly renewable |
| Euro 10 million* | November 2010 | Banco Popular | one year, possibly renewable |
*Can also be used as bank overdraft.
All the loans above are unsecured and the fulfillment of the obligations under these loans is exclusively guaranteed by the underlying activities and the indebted company cash flows generation capacity.
On 31 March 2012, the main financial constraints (covenants) included in debt contracts are related with the bond issue completed by Sonaecom during September 2011, totaling 100 million euros and establishing: (i) the requirement for Sonaecom, Optimus, Artis and Sonae Telecom, as well as the group companies whose both assets and EBITDA are equal or greater than 15% of the consolidated assets and the consolidated EBITDA (material subsidiaries) represent, as a whole, at least 80% of Sonaecom consolidated assets and consolidated EBITDA, and: (ii) the obligation to ensure that consolidated net debt does not exceed three times the consolidated EBITDA. Additionally, both this loan, as well as other loans are covered by Sonaecom negative pledge clauses, which impose certain over Optimus. The penalties applicable in the event of default in these covenants are generally the early payment of the loans obtained.
On 31 March 2012, Sonaecom was fully compliant with all the financial constraints above mentioned.
Sonaecom has also short term bank credit lines , in the form of current or overdraft account commitments, in the amount of Euro 19 million. These credit lines have maturities up to one year, automatically renewable, except in case of termination by either party, with some periods of notice.
All these loans and bank credit lines bear interest at market rates, indexed to the Euribor for the respective term, and were all contracted in euro.
| 2012 | 2011 | |
|---|---|---|
| Sonaetelecom BV | 1,824,492 | - |
| Optimus | 72,818 | 47,190,072 |
| Sonaecom SP | 40,071 | - |
| Digitmarket | 38,283 | 4,898,872 |
| Público | 6,259 | 2,068,098 |
| Mainroad | 6,105 | 1,122,820 |
| Sontária | 2,254 | 246,116 |
| Miauger | 1,287 | 961,970 |
| Sonae com SI | 366 | 273 |
| Wedo Consulting | 178 | 30 |
| Sonae Telecom | 85 | 10,052 |
| Be Towering | 12 | 7,295,351 |
| Lugares Virtuais | - | 100,296 |
| Saphety | - | 15,405 |
| Be Artis | - | 15,201 |
| 1,992,209 | 63,924,556 |
During the periods ended at 31 March 2012 and 2011 ollows:
The treasury applications received from Group companies are payable in less than one year and earn interests at market rates. During the periods ended at 31 March 2012 and 2011, the treasury applications earned an average interest rate of 3.80% and 0.82%, respectively.
At 31 March 2012 and 2011, the repayment schedule of medium and long-term loans and of interests (nominal values), for both bonds and commercial paper were as follows (values based on the latest interest rate established for each type of loan):
| March 2013 | March 2014 | March 2015 | March 2016 | March 2017 | |
|---|---|---|---|---|---|
| 2012 | |||||
| Bond loan | |||||
| Reimbursements | 150,000,000 | 140,000,000 | |||
| Interests | 9,439,500 | 6,471,505 | 5,503,397 | ||
| Commercial paper | |||||
| Reimbursements | |||||
| Interests | |||||
| 9,439,500 | 156,471,505 | 145,503,397 | |||
| 2011 | |||||
| Bond loan | |||||
| Reimbursements | 30,000,000 | 150,000,000 | 40,000,000 | ||
| Interests | 5,580,447 | 5,416,485 | 2,119,844 | 1,383,189 | |
| Commercial paper | |||||
| Reimbursements | 143,000,000 | ||||
| Interests | 1,887,627 | 624,052 | |||
| 7,468,075 | 179,040,537 | 152,119,844 | 41,383,189 | ||
Although the maturity of commercial paper issuance is between one week to six months, the counterparties assumed the placement and the maintenance of those limits for a period of one to five years. As so, such liabilities are recorded in the medium and long term at 31 March 2011.
At 31 March 2012 and 2011, the available credit lines of the Company are as follows:
| Maturity | |||||
|---|---|---|---|---|---|
| Credit | Limit | Amount outstanding |
Amount available | Until 12 months | More than 12 months |
| 2012 | |||||
| Commercial paper | 150,000,000 | 100,000,000 | 50,000,000 | x | |
| Commercial paper | 30,000,000 | 13,000,000 | 17,000,000 | x | |
| Commercial paper | 15,000,000 | - | 15,000,000 | x | |
| Commercial paper | 10,000,000 | - | 10,000,000 | x | |
| Bond loan | 150,000,000 | 150,000,000 | - | x | |
| Bond loan | 100,000,000 | 100,000,000 | - | x | |
| Bond loan | 40,000,000 | 40,000,000 | - | x | |
| Bond loan | 30,000,000 | 30,000,000 | - | x | |
| Overdraft facilities | 16,500,000 | - | 16,500,000 | x | |
| Authorised overdrafts | 2,500,000 | - | 2,500,000 | x | |
| 544,000,000 | 433,000,000 | 111,000,000 | |||
| 2011 | |||||
| Commercial paper | 150,000,000 | 143,000,000 | 7,000,000 | x | |
| Commercial paper | 40,000,000 | 20,000,000 | 20,000,000 | x | |
| Commercial paper | 30,000,000 | 16,000,000 | 14,000,000 | x | |
| Commercial paper | 15,000,000 | 5,000,000 | 10,000,000 | x | |
| Commercial paper | 10,000,000 | - | 10,000,000 | x | |
| Bond loan | 150,000,000 | 150,000,000 | - | x | |
| Bond loan | 40,000,000 | 40,000,000 | - | x | |
| Bond loan | 30,000,000 | 30,000,000 | - | x | |
| Overdraft facilities | 16,500,000 | - | 16,500,000 | x | |
| Authorised overdrafts | 2,500,000 | - | 2,500,000 | x | |
| 484,000,000 | 404,000,000 | 80,000,000 |
At 31 March 2012 and 2011, there are no interest rate hedging instruments.
The movements in provisions and in accumulated impairment losses in the periods ended at 31 March 2012 and 2011 were as follows:
| balance | Increases | Transfers | Utilisations | Closing balance | |
|---|---|---|---|---|---|
| 2012 | |||||
| Accumulated impairment losses on accounts receivables (note 8) | 1,930 | 15,387 | (1,833) | 15,484 | |
| Accumulated impairment losses on investments in Group companies (notes 5 and 16) |
80,122,497 | 80,122,497 | |||
| Accumulates impairment losses on other non-current assets (notes 6 and 16) |
8,555,505 | 1,889,000 | 10,444,505 | ||
| Provisions for other liabilities and charges | 68,654 | 2,280 | 70,934 | ||
| 88,748,586 | 1,906,667 | 90,653,420 | |||
| 2011 | |||||
| Accumulated impairment losses on accounts receivables (note 8) | 1,930 | 1,930 | |||
| Accumulated impairment losses on investments in Group companies (notes 5 and 16) |
46,609,902 | 916,000 | 29,884,000 | 77,409,902 | |
| Accumulates impairment losses on other non-current assets (notes 6 and 16) |
32,188,100 | 2,320,000 | (29,884,000) | 4,624,100 | |
| Provisions for other liabilities and charges | 56,487 | 12,167 | 68,654 | ||
| 78,856,419 | 3,248,167 | 82,104,586 |
ofit and loss statement with the exception of the impairment losses in investments in Group companies and other non-current assets, which, ).
At 31 March 2012 and 2011, t Euro 2,280 and 12,167, respectively, , (note 17).
At 31 March 2012 and 2011, this caption was made up as follows:
| 2012 | 2011 | |
|---|---|---|
| Other creditors | 338,644 | 41,782,301 |
| State and other public entities | 520,280 | 1,720,449 |
| 858,924 | 43,502,750 |
20,200,000, relating to the acquisition of 1.6% of share capital of Optimus to Sonaecom BV and the amount of Euro 20,000,000, relating to the acquisition of the entire share capital of Público Comunicação Social, S.A. to Sonaetelecom BV.
At 31 March 2012 and 2011, this caption was made up as follows:
| 2012 | 2011 | |
|---|---|---|
| Specialised work | 432,715 | 555,382 |
| Travel and accommodation | 22,456 | 22,207 |
| Rents and travelling expenses | 20,391 | 27,390 |
| Other external supplies and services | 29,916 | 103,032 |
| 505,478 | 708,011 |
Net financial results for the periods ended 31 March 2012 and 2011 are made up as follows:
| 2012 | 2011 | |
|---|---|---|
| Gains and losses on investments in Group companies | ||
| Losses related to Group companies (notes 5, 6 and 13) | (1,889,000) | (3,236,000) |
| Gains related to Group companies | 78,877,861 | |
| 76,988,861 | (3,236,000) | |
| Other financial expenses | ||
| Interest expenses: | ||
| Bank loans | (783,913) | (793,351) |
| Other loans | (2,966,264) | (1,509,434) |
| (3,750,177) | (2,302,785) | |
| Other financial expenses | (79,143) | (2,403) |
| (79,143) | (2,403) | |
| (3,829,320) | (2,305,188) | |
| Other financial income | ||
| Interest income | 3,653,208 | 5,446,512 |
| Foreign currency exchange gains | 182 | 308 |
| 3,653,390 | 5,446,820 |
At 31 March 2012, the cap Optimus (Euro 46,726,961), Sonae Telecom (Euro 17,434,926), Sonae com SI (Euro 14,132,501) and Sontária (Euro 583,473).
Income taxes recognised during the periods ended at 31 March 2012 and 2011 were made up as follows ((costs) / gains):
| 2012 | 2011 | |
|---|---|---|
| Current tax | 93,699 | (729,452) |
| Tax provision (note 13) | (2,280) | (12,167) |
| Closing balance | 91,419 | (741,619) |
The most significant balances and transactions with related parties (which are detailed in the appendix) at 31 March 2012 and 2011 were as follows:
| Balances at 31 March 2012 |
|||||
|---|---|---|---|---|---|
| Other assets and | Loans granted / | ||||
| Accounts receivable | Accounts payable | Treasury applications | liabilities | (obtained) | |
| Optimus | 46,553,806 | 98,670 | 1,946,468 | (72,818) | |
| Artis | 61,216 | 2,771 | 8,040,000 | 4,311,741 | 194,179,000 |
| Sonae com SI | 14,335,028 | (3,163) | 95,000 | 57,364 | 13,689,634 |
| Sonaecom BV | 442,613 | 85,136 | 16,774,000 | ||
| Sonae Telecom SGPS | 17,429,392 | 88 | (85) | ||
| Be Towering | 564,631 | 6,870,000 | 244,434 | (12) | |
| Público | 1,099,822 | 2,054,000 | 22,507 | (6,259) | |
| Wedo | 7,501,079 | 3,090,000 | 130,747 | (178) | |
| PCJ | 165,586 | 21,361 | 5,145,000 | ||
| Sonaetelecom BV | 4,551 | 783 | (1,624,492) | ||
| Others | 723,922 | 444,776 | 735,000 | 362,985 | 2,588,637 |
| 87,217,194 | 2,207,506 | 20,884,000 | 7,183,614 | 230,672,428 |
| Balances at 31 March 2011 |
|||||
|---|---|---|---|---|---|
| Accounts receivable | Accounts payable | Treasury applications | Other assets and liabilities |
Loans granted / (obtained) |
|
| Optimus | 365,286 | 449,112 | 970,228 | (47,190,072) | |
| Artis | 2,413,322 | 1,365,559 | 1,930,165 | 346,169,799 | |
| Sonae com SI | 175,252 | 29,325 | 80,528 | 17,659,727 | |
| Sonaecom BV | 7,210,155 | 20,200,000 | 558,788 | 162,738,000 | |
| Sonae Telecom SGPS | 18,665 | (10,052) | |||
| Be Towering | 9,181 | 16,563 | (7,295,351) | ||
| Público | 586 | 23,994 | (2,068,098) | ||
| Wedo | 4,853 | (875,597) | 2,500,000 | 11,101 | (30) |
| PCJ | 588 | 4,750,000 | 15,925 | 5,000,000 | |
| Sonaetelecom BV | 77,004 | 20,000,000 | 60,789 | 18,141,000 | |
| Others | 127,435 | 392,557 | 172,607 | (3,498,842) | |
| 10,383,662 | 41,579,621 | 7,250,000 | 3,840,688 | 489,646,081 |
| Transactions at 31 March 2012 | |||
|---|---|---|---|
| Interest and similar income / | |||
| Sales and services rendered | Supplies and services received | (expense) | |
| Optimus | 826,779 | 206,035 | (71,264) |
| Artis | 3,593 | 2,551,808 | |
| Be Towering | (11,210) | 71,666 | |
| We Do | 38,715 | 7,939 | |
| Sonaecom BV | 461,651 | ||
| Others | 98,927 | 118,830 | 370,209 |
| 964,421 | 317,248 | 3,392,009 | |
| Transactions at 31 March 2011 | |||
| Sales and services rendered | Supplies and services received | (expense) | |
| Optimus | 864,933 | 270,196 | 128,500 |
| Artis | (1,138) | 3,049,882 | |
| Be Towering | (11,196) | Interest and similar income / (11,433) |
|
| We Do | 15,763 | ||
| Sonaecom BV | 1,719,751 | ||
| Others | 2,856 | 144,967 | 390,108 |
All the above transactions were made at market prices.
Guarantees provided to third parties at 31 March 2012 and 2011 were as follows:
| Beneficiary | Description | 2012 | 2011 |
|---|---|---|---|
| Direção de Contribuições e Impostos (Portuguese tax authorities) | VAT reimbursements | 7,360,875 | 7,360,875 |
| Direção de Contribuições e Impostos (Portuguese tax authorities) | Tax audit 2005 | 754,368 | 754,368 |
| 8,115,243 | 8,115,243 |
In addition to these guarantees were set up two sureties for the current fiscal processes. The Sonae SGPS consisted of Sonaecom SGPS surety to the amount of Euro 2,844,270 and Sonaecom SGPS consisted of Optimus surety for the amount of Euro 9,264,267.
At 31 March 2012 and 2011, the Board of Directors of the Company believes that the decision of the court proceedings and ongoing tax assessments in progress will not have significant impacts on the financial statements.
Earnings per share, basic and diluted, are calculated by dividing the net income of the period (Euro 76,677,097 in 2012 and minus Euro 1,319,918 in 2011) by the average number of shares outstanding during the periods ended at 31 March 2012 and 2011, net of own shares (358,543,225 in 2012 and Euro 357,056,361 in 2011).
In June 2000, the Company created a discretionary Medium Term Incentive Plan for more senior employees, based on Sonaecom options and shares and Sonae S.G.P.S., S.A. shares. The vesting occurs three years after the award of each plan, assuming that the employees are still employed in the Company.
The Sonaecom plans outstanding at 31 March 2012 can be summarised as follows:
| Vesting period | 31 March 2012 | ||||
|---|---|---|---|---|---|
| Share price at award date* |
Award date | Vesting date | Aggregate number of participations |
Number of shares | |
| Sonaecom shares | |||||
| 2008 Plan | 1.117 | 10 Mar 09 | 09 Mar 12 | ||
| 2009 Plan | 1.685 | 10 Mar 10 | 08 Mar 13 | 4 | 232,349 |
| 2010 Plan | 1.399 | 10 Mar 11 | 10 Mar 14 | 3 | 241,773 |
| 2011 Plan | 1.256 | 09 Mar 12 | 10 Mar 15 | 3 | 264,188 |
| Sonae SGPS shares | |||||
| 2008 Plan | 0.526 | 10 Mar 09 | 09 Mar 12 | ||
| 2009 Plan | 0.761 | 10 Mar 10 | 08 Mar 13 | 4 | 314,954 |
| 2010 Plan | 0.813 | 10-Mar-11 | 10-Mar-14 | 3 | 260,365 |
| 2011 Plan | 0.458 | 09 Mar 12 | 10 Mar 15 | 3 | 452,514 |
*Average share price in the month prior to the award date, for Sonaecom shares and the lower of the average share price for the month prior to the Annual General Meeting and the share price on the day after the Annual General Meeting, for Sonae SGPS shares.
| Sonaecom shares | Sonae SGPS shares | |||
|---|---|---|---|---|
| Aggregate number of participations |
Number of shares | Aggregate number of participations |
Number of shares | |
| Outstanding at 31 December 2011: | ||||
| Unvested | ||||
| Total | 11 | 799,220 | 11 | 981,095 |
| Movements in year: | ||||
| Awarded | 3 | 264,188 | 3 | 452,514 |
| Vested | (4) | (325,098) | (4) | (405,776) |
| Cancelled / lapsed* | ||||
| Outstanding at 31 Março 2012: | ||||
| Unvested | 10 | 738,310 | 10 | 1,027,833 |
| Total | 10 | 738,310 | 10 | 1,027,833 |
* The adjustments are made for dividends paid and for share capital changes and others adjustments, namely, resulting from a change in the vesting of the MTIP, which may now be made through the purchase of shares with a discount.
ibility was calculated taking into consideration the share price at the corresponding award date. The total responsibility for the mentioned plans is Euro 479,133 share plan, the Group entered into hedging contracts with external entities, and the liabilities are calculated based on the prices agreed on those contracts. The responsibility for these plans is recorded under the captions 'Other current liabilities' and -
.
Share plan costs are recognised in the accounts over the period between the award and the vesting date of those plans. The costs recognised in previous years and in the period ended at 31 March 2012, were as follows:
| Value | |
|---|---|
| Costs recognised in previous years | 5,285,497 |
| Costs recognised in the period | 200,315 |
| Costs of plans vested in previous years | (4,062,646) |
| Costs of plans vested in the period | (629,590) |
| 793,576 | |
| Recorded in other current liabilities | 201,163 |
| Recorded in other non current liabilities | 113,280 |
| Recorded in reserves | 479,133 |
These financial statements were approved by the Board of Directors on 3 May 2012, being its conviction that these will be approved at Shareholders General Meeting without any changes.
These financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IAS / IFRS) as adopted by the European Union and the format and disclosures required by those Standards, some of which may not conform to or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
At 31 March 2012, the related parties of Sonaecom, S.G.P.S. are as follows
| Key management personnel - Sonaecom | |||
|---|---|---|---|
| Ana Cristina Dinis da Silva Fanha Vicente Soares | Gervais Gilles Pellissier | ||
| Ana Paula Garrido Pina Marques | Jean-François René Pontal | ||
| Ângelo Gabriel Ribeirinho dos Santos Paupério | José Manuel Pinto Correia | ||
| António Bernardo Aranha da Gama Lobo Xavier | Manuel Antonio Neto Portugal Ramalho Eanes | ||
| António de Sampaio e Mello | Maria Cláudia Teixeira de Azevedo | ||
| David Charles Denholm Hobley | Miguel Nuno Santos Almeida | ||
| David Graham Shenton Bain | Nuno Manuel Moniz Trigoso Jordão | ||
| David Pedro Oliveira Parente Ferreira Alves | Paulo Joaquim dos Santos Plácido | ||
| Duarte Paulo Teixeira de Azevedo | Pedro Rafael de Sousa Nunes Pedro | ||
| Franck Emmanuel Dangeard | Rui José Silva Goncalves Paiva |
| Key management personnel - Sonae SGPS | |||
|---|---|---|---|
| Álvaro Carmona e Costa Portela | Christine Cross | ||
| Álvaro Cuervo Garcia | José Manuel Neves Adelino | ||
| Belmiro de Azevedo | Michel Marie Bon | ||
| Bernd Hubert Joachim Bothe |
| Sonaecom Group Companies | |
|---|---|
| Sonaetelecom BV | |
| Comunicações, S.A. | Sonaecom, S.G.P.S., S.A. |
| Sontária - Empreendimentos Imobiliários, S.A. | |
| Cape Technologies Limited | Tecnológica Telecomunicações LTDA. |
| Lugares Virtuais, S.A. | |
| WeDo Poland Sp. Z.o.o. | |
| WeDo Technologies Americas, Inc. | |
| WeDo Technologies Egypt LLC | |
| PCJ - Público, Comunicação e Jornalismo, S.A. | WeDo Technologies Mexico, S de R.L. |
| WeDo Technologies BV | |
| Praesidium Services Limited | WeDo Technologies Australia PTY Limited |
| WeDo Technologies (UK) Limited | |
| Sociedade Independente de Radiodifusão Sonora, S.A. | |
| WeDo Technologies Chile SpA. | |
| We Do Technologies Panamá S.A. | |
| Sonaecom BV | We Do Technologies Singapore PTE. LTD. |
| Sonae Telecom, S.G.P.S., S.A. |
| Sonae/Efanor Group Companies | |
|---|---|
| 3DO Holding GmbH | |
| 3DO Shopping Centre GmbH | Azulino Imobiliária, S.A. |
| BA Business Angels, SGPS, SA | |
| 8ª Avenida Centro Comercial, SA | BA Capital, SGPS, SA |
| ADD Avaliações Engenharia de Avaliações e Perícias Ltda | BB Food Service, S.A. |
| ADDmakler Administração e Corretagem de Seguros Ltda | Beralands BV |
| ADDmakler Administradora, Corretora de Seguros Partic. Ltda | |
| Adlands B.V. | BHW Beeskow Holzwerkstoffe |
| Aegean Park, S.A. | |
| Agepan Eiweiler Management GmbH | |
| Agepan Flooring Products, S.A.RL | Boavista Shopping Centre BV |
| Agloma Investimentos, Sgps, S.A. | |
| Agloma-Soc.Ind.Madeiras e Aglom., S.A. | |
| Águas Furtadas Sociedade Agrícola, SA | |
| Casa Agrícola de Ambrães, S.A. | |
| ALBCC Albufeirashopping C.Comercial SA | |
| ALEXA Administration GmbH | |
| ALEXA Asset GmbH & Co KG | Cascaishopping Holding I, SGPS, S.A. |
| ALEXA Holding GmbH | CCCB Caldas da Rainha - Centro Comercial,SA |
| ALEXA Shopping Centre GmbH | |
| Centro Residencial da Maia,Urban., S.A. | |
| Change, SGPS, S.A. | |
| Arat inmebles, S.A. | Cinclus Imobiliária, S.A. |
| ARP Alverca Retail Park,SA | |
| Aserraderos de Cuellar, S.A. | Colombo Towers Holding, BV |
| Contacto Concessões, SGPS, S.A. | |
| Glunz Service GmbH | |
|---|---|
| Continente Hipermercados, S.A. | Glunz UK Holdings Ltd |
| Contry Club da Maia-Imobiliaria, S.A. | Glunz Uka Gmbh |
| Cooper Gay Swett & Crawford Lt | GMET, ACE |
| Craiova Mall BV | |
| Harvey Dos Iberica, S.L. | |
| Darbo S.A.S | Herco Consultoria de Riscos e Corretora de Seguros Ltda |
| Deutsche Industrieholz GmbH | HighDome PCC Limited |
| Discovery Sports, SA | Iberian Assets, S.A. |
| Dortmund Tower GmbH | |
| Imobiliária da Cacela, S.A. | |
| Ecociclo II | |
| Edições Book.it, S.A. | |
| Edificios Saudáveis Consultores, S.A. | |
| Efanor Investimentos, SGPS, S.A. | |
| Efanor Serviços de Apoio à Gestão, S.A. | |
| El Rosal Shopping, S.A. | |
| Emfísico Boavista | |
| Empreend.Imob.Quinta da Azenha, S.A. | |
| Equador & Mendes, Lda | Imoplamac Gestão de Imóveis, S.A. |
| Farmácia Selecção, S.A. | |
| Fashion Division Canárias, SL | Imosonae II |
| Fashion Division, S.A. | Impaper Europe GmbH & Co. KG |
| Fontana Corretora de Seguros Ltda | |
| Infratroia, EM | |
| Frieengineering International Ltda | Inparvi SGPS, S.A. |
| Fundo de Invest. Imobiliário Imosede | Integrum - Energia, SA |
| Fundo I.I. Parque Dom Pedro Shop.Center | Integrum Colombo Energia, S.A. |
| Fundo Invest.Imob.Shopp. Parque D.Pedro | |
| Investalentejo, SGPS, S.A. | |
| GHP Gmbh | Ioannina Development of Shopping Centres, SA |
| Gli Orsi Shopping Centre 1 Srl | Isoroy SAS |
| Glunz AG |
| Laminate Park GmbH Co. KG | |
|---|---|
| Larim Corretora de Resseguros Ltda | Norteshopping Retail and Leisure Centre, BV |
| Larissa Develop. Of Shopping Centers, S.A. | Nova Equador Internacional,Ag.Viag.T, Ld |
| Nova Equador P.C.O. e Eventos | |
| LCC LeiriaShopping Centro Comercial SA | |
| Le Terrazze - Shopping Centre 1 Srl | OSB Deustchland Gmbh |
| Libra Serviços, Lda. | PantheonPlaza BV |
| Loop5 Shopping Centre GmbH | Pareuro, BV |
| Park Avenue Develop. of Shop. Centers S.A. | |
| Luz del Tajo B.V. | Parque D. Pedro 1 B.V. |
| Parque D. Pedro 2 B.V. | |
| Parque Principado SL | |
| Pátio Boavista Shopping Ltda. | |
| Marcas MC, ZRT | Pátio Campinas Shopping Ltda |
| Marina de Tróia S.A. | Pátio Goiânia Shopping Ltda |
| Marít, Lda | Pátio Londrina Empreend. e Particip. Ltda |
| Pátio Penha Shopping Ltda. | |
| Pátio São Bernardo Shopping Ltda | |
| Pátio Sertório Shopping Ltda | |
| MDS Affinity - Sociedade de Mediação, Lda | Pátio Uberlândia Shopping Ltda |
| MDS Consultores, S.A. | |
| MDS Corretor de Seguros, S.A. | |
| MDS Malta Holding Limited | |
| MDS SGPS, SA | |
| MDSAUTO - Mediação de Seguros, SA | Plaza Éboli B.V. |
| Megantic BV | |
| Miral Administração e Corretagem de Seguros Ltda | Plaza Mayor Holding, SGPS, SA |
| Plaza Mayor Parque de Ócio BV | |
| Mlearning - Mds Knowledge Centre, Unip, Lda | Plaza Mayor Parque de Ocio, SA |
| Plaza Mayor Shopping BV | |
| Plaza Mayor Shopping, SA | |
| Ploi Mall BV | |
| Modelo Continente Hipermercados, S.A. | Plysorol, BV |
| Modelo Continente Intenational Trade, SA | Poliface North America |
| Modelo Hiper Imobiliária, S.A. | |
| PORTCC - Portimãoshopping Centro Comercial, SA | |
| Modus Faciendi - Gestão e Serviços, S.A. | |
| Praedium SGPS, S.A. | |
| Munster Arkaden, BV | |
| Prédios Privados Imobiliária, S.A. |
Pridelease Investments, Ltd RSI Corretora de Seguros Ltda Project 4, Srl SC, SGPS, SA Project SC 1 BV SCS Beheer, BV Project SC 2 BV Selfrio,SGPS, S.A. Project Sierra 2 B.V. Project Sierra 6 BV Project Sierra 7 BV Project Sierra 8 BV SERENITAS-SOC.MEDIAÇÃO SEG.LDA Project Sierra 9 BV Project Sierra Brazil 1 B.V. Project Sierra Charagionis 1 S.A. Project Sierra Four, SA Project Sierra Germany Shop. Center 1 BV Shopping Centre Parque Principado B.V. Project Sierra Germany Shop. Center 2 BV Shopping Penha B.V. Project Sierra Spain 1 B.V. Project Sierra Spain 2 B.V. Project Sierra Spain 3 B.V. Sierra Central S.A.S Project Sierra Spain 6 B.V. Sierra Charagionis Develop.Sh. Centre S.A. Project Sierra Spain 7 B.V. 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 of Shopping Centres Greece, S.A. Quorum Corretora de seguros LT Sierra Developments Holding B.V. Racionaliz. y Manufact.Florestales, S.A. Sierra Developments Italy S.r.l. RASO - Viagens e Turismo, S.A. Sierra Developments Romania, Srl RASO, SGPS, S.A. River Plaza Mall, Srl Sierra Enplanta Ltda River Plaza, BV Sierra European R.R.E. Assets Hold. B.V.
Rochester Real Estate, Limited S.C. Microcom Doi Srl SC Aegean B.V. SC Assets SGPS, S.A. SC Finance BV SC Mediterraneum Cosmos B.V. SIAL Participações Ltda Sierra Berlin Holding BV Sierra Charagionis Propert.Management S.A. Sierra Developments Germany GmbH Sierra Developments, SGPS, S.A.
| Sierra GP Limited | Sonae Investments, BV |
|---|---|
| Sierra Investimentos Brasil Ltda | Sonae Novobord (PTY) Ltd |
| Sierra Investments (Holland) 1 B.V. | Sonae RE, S.A. |
| Sierra Investments (Holland) 2 B.V. | |
| Sierra Investments Holding B.V. | Sonae SGPS, S.A. |
| Sierra Investments SGPS, S.A. | Sonae Sierra Brasil S.A. |
| Sierra Italy Holding B.V. | Sonae Sierra Brazil B.V. |
| Sierra Management Germany GmbH | Sonae Sierra, SGPS, S.A. |
| Sierra Management Greece S.A. | Sonae Tafibra Benelux, BV |
| Sierra Management Italy S.r.l. | |
| Sonae UK, Ltd. | |
| Sierra Management Romania, Srl | |
| SONAEMC - Modelo Continente, SGPS, S.A. | |
| Sierra Management, SGPS, S.A. | Sondis Imobiliária, S.A. |
| Sontel BV | |
| Sontur BV | |
| Sonvecap BV | |
| Sopair, S.A. | |
| SKK SRL | |
| Spanboard Products, Ltd | |
| Sociedade de Construções do Chile, S.A. | |
| Société de Tranchage Isoroy S.A.S. | Spinarq - Engenharia, Energia e Ambiente, SA |
| Soconstrução BV | |
| Sodesa, S.A. | |
| Soflorin, BV | |
| Sport Zone Canárias, SL | |
| Solinca - Eventos e Catering, SA | Sport Zone España-Com.Art.de Deporte,SA |
| Solinca - Health and Fitness, SA | Spred, SGPS, SA |
| Stinnes Holz GmbH | |
| Tableros Tradema, S.L. | |
| Solingen Shopping Center GmbH | Tafiber,Tableros de Fibras Ibéricas, SL |
| Tafibra Polska Sp.z.o.o. | |
| Somit Imobiliária | Tafibra South Africa |
| SONAE - Specialized Retail, SGPS, SA | Tafibra Suisse, SA |
| Sonae Capital Brasil, Lda | |
| Sonae Capital,SGPS, S.A. | Tafisa Canadá Societé en Commandite |
| Sonae Center II S.A. | Tafisa France, S.A. |
| Sonae Center Serviços, S.A. | Tafisa UK, Ltd |
| Sonae Ind., Prod. e Com.Deriv.Madeira, S.A. | Taiber,Tableros Aglomerados Ibéricos, SL |
| Tarkett Agepan Laminate Flooring SCS | |
| Sonae Industria de Revestimentos, S.A. | Tecmasa Reciclados de Andalucia, SL |
| Sonae Indústria Manag. Serv, SA | Terra Nossa Corretora de Seguros Ltda |
| Sonae Investimentos, SGPS, SA | Têxtil do Marco, S.A. |
Sonae UK, Ltd. SONAEMC - Modelo Continente, SGPS, S.A. Spanboard Products, Ltd Sport Zone Canárias, SL Stinnes Holz GmbH Tableros Tradema, S.L. Tafibra Polska Sp.z.o.o. Tarkett Agepan Laminate Flooring SCS
| Tlantic Sistemas de Informação Ltdª | |
|---|---|
| Tool Gmbh | Viajens y Turismo de Geotur España, S.L. |
| Torre Ocidente Imobiliária, S.A. | Vistas do Freixo, SA |
| Vuelta Omega, S.L. | |
| Weiterstadt Shopping BV | |
| Troia Market, S.A. | World Trade Center Porto, S.A. |
| Tróia Natura, S.A. | |
| Worten Canárias, SL | |
| Worten España, S.A. | |
| ZIPPY - Comércio e Distribuição, SA | |
| Unishopping Administradora Ltda. | ZIPPY - Comercio y Distribución, S.A. |
| Unishopping Consultoria Imob. Ltda. | Zippy Turquia |
| Zubiarte Inversiones Inmobiliarias, S.A. | |
| Valecenter Srl | ZYEVOLUTION-Invest.Desenv.,SA. |
| Valor N, S.A. |
| FT Group Companies | ||
|---|---|---|
| France Telecom, S.A. | Atlas 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
Media and Investor Contacts
Isabel Borgas Public Relations Manager [email protected] Tel: +351 93 100 20 20
Carlos Alberto Silva Investor Relations Manager [email protected] Tel: +351 93 100 24 44
Sonaecom SGPS, SA Rua Henrique Pousão, 432 – 7th floor 4460-841 Senhora da Hora Portugal
Sonaecom SGPS is listed on the Euronext Stock Exchange. Information is available on Reuters under the symbol "SNC.LS" and on Bloomberg under the symbol "SNC:PL".
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