Annual / Quarterly Financial Statement • Aug 24, 2012
Annual / Quarterly Financial Statement
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SONAE CAPITAL, SGPS, SA Lugar do Espido, Via Norte, Maia Share Capital: 250,000,000 Euro Maia Commercial Registry and Fiscal Number 508 276 756 Sociedade Aberta
(Translation from the Portuguese Original)
| I. Report |
of the Board of Directors |
4 | |
|---|---|---|---|
| 1. | Consolidated Profit and Loss Statements |
5 | |
| 2. | Business Highlights |
6 | |
| 3. | Consolidated Balance Sheet |
10 | |
| 4. | Individual Financial Statements | 11 | |
| 5. | Own Shares | 11 | |
| - Glossary | 12 | ||
| II. Appendix |
to the Report of the Board of Directors |
13 | |
| III. | Consolidated Financial Statements |
18 | |
| IV. | Individual Financial Statements |
50 | |
| V. Limited |
Review Report |
69 |
| Values in 106 euro | |||||||
|---|---|---|---|---|---|---|---|
| 1H | 2Q | ||||||
| 2012 | 2011 | | 2012 | 2011 | | ||
| Turnover | 51.9 | 64.0 | ‐19% | 26.8 | 33.6 | ‐20% | |
| EBITDA | ‐3.2 | ‐3.3 | +3% | ‐0.1 | 0.1 | ‐ | |
| EBIT | ‐10.3 | ‐7.7 | ‐33% | ‐3.7 | ‐3.1 | ‐18% | |
| Net Financial Expenses | ‐5.6 | ‐5.1 | ‐10% | ‐2.4 | ‐2.8 | 11% | |
| Results from Associated Undertakings | 3.1 | 2.8 | 12% | 1.2 | 1.8 | ‐36% | |
| Investment Income | ‐1.1 | 22.1 | ‐ | ‐1.1 | 20.4 | ‐ | |
| Net Profit | ‐12.8 | 12.6 | ‐ | ‐5.9 | 15.8 | ‐ | |
| 30.06.12 | 31.12.11 | | |||||
| Capex | 6.1 | 11.0 | ‐45% | ||||
| Net Debt | 273.0 | 261.1 | +5% |
Values in 103 euro
| 1H 12 | 1H 11 | ∆ (A/B) | 2Q 12 | 2Q 11 | ∆ (C/D) | |
|---|---|---|---|---|---|---|
| (A) | (B) | (C) | (D) | |||
| Turnover | 51,908.1 | 63,990.4 | ‐18.9% | 26,807.3 | 33,551.7 | ‐20.1% |
| Other Operational Income | 3,685.4 | 7,892.8 | ‐53.3% | 2,256.4 | 4,332.8 | ‐47.9% |
| Total Operational Income | 55,593.5 | 71,883.2 | ‐22.7% | 29,063.7 | 37,884.5 | ‐23.3% |
| Cost of Goods Sold | ‐15,955.4 | ‐20,084.4 | +20.6% | ‐8,113.1 | ‐10,771.8 | +24.7% |
| Change in Stocks of Finished Goods | ‐1,893.2 | ‐1,005.4 | ‐88.3% | ‐919.1 | ‐491.2 | ‐87.1% |
| External Supplies and Services | ‐20,937.9 | ‐28,252.7 | +25.9% | ‐10,656.1 | ‐14,846.9 | +28.2% |
| Staff Costs | ‐18,421.4 | ‐20,425.9 | +9.8% | ‐8,609.6 | ‐10,026.2 | +14.1% |
| Other Operational Expenses | ‐1,340.4 | ‐3,081.0 | +56.5% | ‐777.0 | ‐1,416.6 | +45.2% |
| Total Operational Expenses | ‐58,548.4 | ‐72,849.3 | +19.6% | ‐29,074.8 | ‐37,552.8 | +22.6% |
| EBITDA | ‐3,167.3 | ‐3,268.1 | +3.1% | ‐75.5 | 94.5 | ‐ |
| Amortisation and Depreciation | ‐7,175.7 | ‐6,652.8 | ‐7.9% | ‐3,609.0 | ‐3,372.4 | ‐7.0% |
| Provisions and Impairment Losses | ‐126.9 | ‐75.3 | ‐68.4% | ‐34.5 | ‐62.2 | +44.6% |
| Operational Profit/(Loss) (EBIT) | ‐10,257.5 | ‐7,694.3 | ‐33.3% | ‐3,654.5 | ‐3,102.9 | ‐17.8% |
| Net Financial Expenses | ‐5,623.4 | ‐5,120.8 | ‐9.8% | ‐2,444.3 | ‐2,758.9 | +11.4% |
| Share of Results of Associated Undertakings | 3,076.3 | 2,750.9 | +11.8% | 1,184.2 | 1,839.6 | ‐35.6% |
| Investment Income | ‐1,080.8 | 22,102.8 | ‐ | ‐1,083.1 | 20,409.5 | ‐ |
| Profit before Taxation | ‐13,885.4 | 12,038.6 | ‐ | ‐5,997.7 | 16,387.3 | ‐ |
| Taxation | 1,090.3 | 538.1 | >100% | 108.4 | ‐560.5 | ‐ |
| Net Profit | ‐12,795.1 | 12,576.8 | ‐ | ‐5,889.3 | 15,826.8 | ‐ |
| Attributable to Equity Holders of Sonae Capital | ‐12,450.5 | 12,202.6 | ‐ | ‐5,826.6 | 15,432.3 | ‐ |
| Attributable to Non‐Controlling Interests | ‐344.7 | 374.1 | ‐ | ‐62.8 | 394.5 | ‐ |
Turnover performance in the second quarter of the year did not differ substantially from that in the first quarter, evidencing a 20.1% decrease over the same period last year to 26.8 million euro, on the back of the still recessive stage of the economic cycle and its effects on consumption and investment. Turnover in the half year reached 51.9 million euro, 19% down on the 64.0 million euro in the first half of 2011.
Operational EBITDA amounted to negative 3.2 million euro in the first half of the year (negative 3.3 million euro in the first half of 2011) and was marginally negative in the second quarter of the year, being positively impacted by the decrease in operational expenses, 18% in the half year and 22% in the second quarter, on a like for like basis (i.e. excluding the impact of 2011 non‐recurrent costs related with judicial claims which had been fully impaired and had a negative effect on 2011 comparable periods EBITDA).
Amortization and depreciation increased around 8% in the half year, to 7.2 million euro, driven by the increase of the fixed assets base following investments made in the last 12 months.
Net financial expenses increased 10% in the half year, to 5.6 million euro, reflecting the higher cost of debt, as a result of higher average spread, although second quarter's net financial expenses remained below the comparable period's figure mostly due to lower average debt level.
Share of results of associated undertakings increased 0.3 million euro to 3.1 million euro, mostly led by Norscut, which delivered a 2.1 million euro contribution.
Net profit for the half year was negative 12.8 million euro, 25.4 million euro down on first half 2011 net profit which included 20.3 million euro from the sale of the shareholding in TP.
Values in 103 euro
| Contributions to Consolidated Turnover | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 1H 12 | 1H 11 | | 2Q 12 | 2Q 11 | | ||||
| Resorts | 5.0 | 5.8 | ‐13.5% | 2.8 | 2.8 | ‐2.0% | |||
| Resort Development | 2.7 | 3.0 | ‐10.7% | 1.3 | 0.9 | +38.2% | |||
| Resort Management (Golf, Marina and Market) | 0.7 | 0.8 | ‐11.9% | 0.5 | 0.6 | ‐20.1% | |||
| Atlantic Ferries | 1.6 | 2.0 | ‐18.2% | 1.0 | 1.3 | ‐22.3% | |||
| Hotels | 5.3 | 6.3 | ‐16.7% | 3.2 | 3.9 | ‐18.6% | |||
| Fitness | 6.4 | 8.7 | ‐26.0% | 3.2 | 4.2 | ‐24.6% | |||
| Other Sonae Turismo | 0.0 | 0.0 | >100% | 0.0 | 0.0 | >100% | |||
| Sonae Turismo's contribution | 16.7 | 20.8 | ‐19.6% | 9.2 | 11.0 | ‐16.5% | |||
| Contributions to Consolidated EBITDA | |||||||||
| 1H 12 | 1H 11 | | 2Q 12 | 2Q 11 | | ||||
| Resorts | ‐2.3 | ‐3.7 | +37.9% | ‐1.0 | ‐0.9 | ‐14.7% | |||
| Resort Development | ‐1.4 | ‐3.1 | +54.0% | ‐0.8 | ‐0.8 | +6.6% | |||
| Resort Management (Golf, Marina and Market) | ‐0.4 | ‐0.5 | +7.2% | ‐0.2 | ‐0.2 | +30.9% | |||
| Atlantic Ferries | ‐0.4 | ‐0.1 | <‐100% | 0.0 | 0.2 | ‐ | |||
| Hotels | ‐1.9 | ‐2.9 | +34.5% | ‐0.5 | ‐1.0 | +50.6% | |||
| Fitness Other Sonae Turismo |
‐0.6 0.4 |
0.7 0.3 |
‐ +59.4% |
‐0.2 0.3 |
0.2 ‐0.1 |
‐ ‐ |
With the exception of real estate sales at troiaresort (which grew 0.4 million euro in the second quarter of the year), Sonae Turismo's top line did not evidence any improvement in the quarter over last year's comparable following persistent pressures on available income and the corresponding effects in consumption. Quarterly turnover reached 9.2 million euro in the quarter, a 1.8 million euro decrease, and 16.7 million euro in the half year, down 4.1 million euro. Nevertheless, EBITDA performed better than last year and last quarter results reflect the impacts of the cost optimization process underway.
Fitness remained as the major contributor to the sub‐holding's turnover decrease, with a 2.3 million euro drop in contribution to 6.4 million euro, mostly explained by lower new membership contracts (cancellations remained below last year's first half figures and average revenue per member was in line with 2011 comparable). EBITDA remained 1.2 million euro below the first half of 2011, at negative 0.6 million euro.
Looking forward, in Fitness, efforts will remain mostly placed on the cost side, optimizing existing structures to face sharp decline in demand and recover past profitability levels.
In Hotels, lower activity levels and focus on efficiency improvement have been driving cost optimization at the business level, which has been particularly visible in Aqualuz Tróia (which improved 0.9 million euro in EBITDA to negative 1.2 million euro, despite of a 0.2 million euro decrease in turnover) and in Porto Palácio (which had a positive 3% EBITDA margin in the half year, improving from ‐1% in the first half of 2011).
According to its strategic roadmap, Hotel management team will proceed with the optimization of the cost structure in the existing units which is already underway.
Although no significant recovery in tourism real estate market was foreseen in the first half of the year, until 30 June 2012, 6 sales deeds were signed at troiaresort (which include 2 exchanges of residential units, 2 units with an underlying PPA signed and 2 direct sales deeds), compared to same number but lower average sales price in the first half of 2011. In addition to these units, 2 Try before Buy contracts (rental contracts with embedded call option) were signed in the period. In Resort Development, and to fight tourism real estate crisis effects, a new marketing plan has been designed and is currently being implemented. New sales formats and distribution channels are emerging for troiaresort assets, with a clearer market positioning and fit to new market demand.
| Contributions to Consolidated Turnover | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 1H 12 | 1H 11 | | 2Q 12 | 2Q 11 | | ||||
| Sistavac Group | 23.9 | 34.0 | ‐29.6% | 12.1 | 18.4 | ‐34.1% | |||
| Energy and Environment | 6.0 | 2.8 | >100% | 3.0 | 1.5 | >100% | |||
| Other Spred | 4.1 | 2.6 | +56.6% | 1.9 | 1.3 | +51.2% | |||
| Spred's contribution | 34.0 | 39.4 | ‐13.7% | 17.0 | 21.1 | ‐19.3% | |||
| Contributions to Consolidated EBITDA | |||||||||
| 1H 12 1H 11 2Q 12 2Q 11 |
|||||||||
| Sistavac Group | 0.0 | 2.6 | ‐99.6% | 0.3 | 1.8 | ‐82.5% | |||
| Energy and Environment | 1.5 | 0.6 | >100% | 0.9 | 0.3 | >100% | |||
| 0.2 | 0.1 | >100% | |||||||
| Other Spred | 0.0 | 0.1 | ‐ |
Spred's profitability profile has shifted in the last months, signaling the Group's investment in the Energy business, which has been growing its importance and partly offsetting the decrease in
Values in 103 euro
Sistavac Group's results. Major businesses are still performing differently regarding turnover and EBITDA, evidencing different exposure levels to current market constraints.
Turnover for the half year amounted to 34.0 million euro, down 14% due to Sistavac's lower contribution, and EBITDA was positive 1.5 million euro, with Sistavac inverting last quarters' negative trend and evidencing a positive 0.3 million euro contribution to EBITDA.
Sistavac's Portuguese operations did not recover in the second quarter of the year, in either the refrigeration or HVAC segments, contributing to the 30% decrease in turnover in the half year, to 23.9 million euro, and 2.6 million euro decrease in EBITDA to close to zero figure. In Spain, turnover and EBITDA performance have been in accordance with the negative economic outlooks and increased competitive pressures in the market. Turnover decreased 1.0 million euro to 1.9 million euro and EBITDA was negative 0.2 million euro, a 0.2 million euro decrease. In Brazil, turnover increased 0.3 million euro to 1.4 million euro, following contracts signed with new customers, and EBITDA was still negative at 0.1 million euro, remaining roughly in line with the comparable period in 2011. In the second quarter of the year, traditionally more favorable, some recovery of first half deviations is expected to happen, although negative deviations towards last year figures should continue.
To overcome stagnant demand and market saturation in the Portuguese market regarding new refrigeration and HVAC projects, the development of the Maintenance business complemented with the expected impacts from an internal restructuring project which aims to adjust Sistavac cost structure to the new market conditions and size, are expected to drive Sistavac's performance in Portugal. As for growth, Sistavac's strategy is based on international expansion with, in the medium term, international operations leading growth and prevailing over domestic operations in what regards turnover and cash flow generation.
The Colombo cogeneration facility continued to explain the Energy and Environment increased contributions, up 3.2 and 0,9 million euro, to 6.0 million euro turnover and positive 1.5 million euro EBITDA, respectively. The Energy business has been growing its asset base and sustaining Spred's profitability over the recessive stage of the economic cycle.
In the second half of the year a new cogeneration facility should start operations and a photovoltaic project is already underway.
Looking forward, this business area will pursue the development of a relevant portfolio of energy production facilities, based on renewable sources, individual units of small/medium size and technological dispersion, positioning itself in specific market niches. International replica of the domestic growth model will be assessed once it delivers the desired success rates in Portugal, thus leading to geographical risk dispersion.
SC Assets 1.1 3.6 ‐69.7% 0.6 1.3 ‐56.6% Holding and Others 0.0 0.1 ‐67.1% 0.0 0.1 ‐99.2% Others' contribution 1.1 3.7 ‐69.6% 0.6 1.4 ‐59.8% SC Assets 0.3 ‐0.2 ‐ 0.1 0.0 >100% Holding and Others ‐0.6 ‐0.7 +6.6% ‐0.2 ‐0.4 +58.6% Others' contribution ‐0.3 ‐0.9 +62.9% ‐0.1 ‐0.4 +79.9% 2Q 12 2Q 11 Contributions to Consolidated EBITDA 1H 12 1H 11 1H 11 2Q 12 2Q 11 Contributions to Consolidated Turnover 1H 12
SC Assets turnover performance was inevitably impacted by lower sales of real estate assets in the first half of the year.
The high diversity of non‐strategic real estate assets comprised in SC Assets, together with real estate market prospects for assets with such characteristics, led to the strategic option of discontinuing real estate asset management as a business unit. As a consequence, Sonae Capital Group will no longer develop the segment of property ownership and real estate development and management, focusing SC Assets in monetizing non‐core real estate assets, ensuring the optimal balance between the assets' value optimization and timeliness of sale, with the objective of delivering cash flow needed for the development of the Group's strategic businesses (namely Energy) and contribute to the reduction of debt levels.
Summing up, under the new strategic approach the business portfolio was reconfigured and internal restructuring was made to ensure that focused and professional management teams are allocated to each one of the businesses. The recently appointed CFO will continue to ensure that liquidity management and debt reduction goal is on center of the Group's concerns.
Following the internal review, the Group has identified two strategic branches of business, Sonae Turismo and Spred, and a set of non‐strategic assets, and in that sense available for sale, including SC Assets property, the participation units in the Imosede Fund, the shareholdings in Norscut (motorway concession) and health care business.
Investment in the medium term will be mostly explained by the Energy business. This business's steady cash flow generation profile and exposure to an economic cycle distinct from that affecting other Group's businesses, make it critical to the balance of Sonae Capital's portfolio.
As for the other business segments, in the current scenario, any growth options shall only be addressed following a capital light strategy.
Values in 103 euro
Values in 103 euro
| 30.06.2012 | 31.12.2011 | ∆ | |
|---|---|---|---|
| Tangible and Intangible Assets | 242,403.4 | 243,567.0 | ‐0.5% |
| Goodwill | 61,028.5 | 61,028.5 | 0.0% |
| Non Current Investments | 64,388.8 | 61,075.6 | +5.4% |
| Other Non Current Assets | 49,203.3 | 45,384.1 | +8.4% |
| Stocks | 207,705.7 | 209,213.3 | ‐0.7% |
| Trade Debtors and Other Current Assets | 44,027.4 | 49,581.6 | ‐11.2% |
| Cash and Cash Equivalents | 4,019.1 | 3,980.6 | +1.0% |
| Total Assets | 672,776.1 | 673,830.8 | ‐0.2% |
| Total Equity attributable to Equity Holders of Sonae | |||
| Capital | 316,025.2 | 327,628.9 | ‐3.5% |
| Total Equity attributable to Non Controlling | |||
| Interests | 8,877.2 | 9,241.8 | ‐3.9% |
| Total Equity | 324,902.4 | 336,870.7 | ‐3.6% |
| Non Current Borrowings | 164,505.5 | 182,564.9 | ‐9.9% |
| Deferred Tax Liabilities | 11,688.7 | 11,535.4 | +1.3% |
| Other Non Current Liabilities | 10,051.3 | 10,341.5 | ‐2.8% |
| Non Current Liabilities | 186,245.6 | 204,441.7 | ‐8.9% |
| Current Borrowings | 112,473.9 | 82,557.5 | +36.2% |
| Trade Creditors and Other Current Liabilities | 49,154.1 | 49,960.9 | ‐1.6% |
| Current Liabilities | 161,628.1 | 132,518.3 | +22.0% |
| Total Liabilities | 347,873.7 | 336,960.1 | +3.2% |
| Total Equity and Liabilities | 672,776.1 | 673,830.8 | ‐0.2% |
Capex amounted to 6.1 million euro in the half year, 3.6 million euro of which attributable to the Energy business (2.4 million euro for a new cogeneration facility, expected to start operations in the second half of 2012, and 1.2 million euro regarding equipment for a new photovoltaic project). Fitness explained 1.1 million euro capex, comprising the renewal of the Fitness equipment and units under the rebranding of Solinca. Other contributions, minor in value, mostly regard maintenance capex.
Net debt reached 273.0 million euro at the end of the first half of 2012, compared to 261.1 million euro as at 31 December 2011. In the first half of the year, operational free cash flow remained positive at 1.0 million euro. Gearing as at 30 June 2012 was 84.0% (77.5% in 31 December 2011).
Sonae Capital, SGPS, SA, the holding company of the Group, posted a 813,827 euro net income, compared with 58,887 euro in the first half of the previous year. First half 2012 results include 382,921 euro from investment income arising from dividends paid by an associated company and evidence a 316,346 euro decrease in staff costs compared to the first half of 2011.
As a consequence of Sonae Capital's share performance on the Portuguese Stock Exchange, and in accordance with the approval given at the last Shareholders' General Meeting, Sonae Capital acquired, from 2 January to 20 June 2012, 270,600 own shares on NYSE Euronext Lisbon stock exchange market, at an average transaction price of 0.231 euro. After these transactions, as at 30 June 2012, Sonae Capital held 422,200 own shares representing circa 0.169% of its share capital.
Maia. 21 August 2012
The signatories individually declare that, to their knowledge, the Report of the Board of Directors, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared in accordance with applicable International Financial Reporting Standards, and give a true and fair view, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of Sonae Capital, SGPS, SA, and of the companies included in the consolidation perimeter, where appropriate, and that the Report of the Board of Directors faithfully describes major events that occurred during the first half of 2012 and their impacts, if any, in the business performance and financial position of Sonae Capital, SGPS, SA and of the companies included in the consolidation perimeter, and contains an appropriate description of the major risks and uncertainties that they face.
Maia, 21 August 2012
Belmiro Mendes de Azevedo Francisco de La Fuente Sánchez Chairman of the Board of Directors Member of the Board of Directors
Member of the Board of Directors Member of the Board of Directors
Maria Cláudia Teixeira de Azevedo Member of the Board of Directors
Álvaro Carmona e Costa Portela Paulo José Jubilado Soares de Pinho
Sonae Capital, SGPS, SA Report and Accounts 14
30 June 2012
Disclosure of shares and other securities held by Members of the Board of Directors and Fiscal Board and of transactions during the first half involving shares and other securities:
| Purchases | Sales | ||||||
|---|---|---|---|---|---|---|---|
| Date | Quantity | Aver. Price € | Quantity | Aver. Price € | 30.06.2012 Quantity |
||
| Belmiro Mendes de Azevedo Attributable through Efanor Investimentos, SGPS, SA () () () (***) |
27‐Mar‐12 | 16,600,000 | 0,215 | 16,600,000 | 0,215 | 156,504,947 | |
| Álvaro Carmona e Costa Portela (c) Directly owned Attributable through Sonae, SGPS, SA () (***) |
27‐Mar‐12 | 16,600,000 | 0,215 | 3,242 0 |
|||
| Maria Cláudia Teixeira de Azevedo Attributable through Efanor Investimentos, SGPS, SA () () (***) |
27‐Mar‐12 | 16,600,000 | 0,215 | 16,600,000 | 0,215 | 156,504,947 | |
| Paulo José Jubilado Soares de Pinho (d) Directly owned Attributable through Change Partners, SCR, SA (**) |
12,650 8,125 |
(*) Majori ty s ha reholder.
(**) Member of the Board of Directors.
(***) Includes 837,000 s ha res di rectly owned (1,862 of which by the spouse).
(****) Includes 43,912 s ha res owned by Linhacom, SGPS, SA, company where Ma ria Cláudia Teixei ra de Azevedo i s majori ty sha reholder and member of the Boa rd of Di rectors.
(*****) Reported transa ctions rega rd the sale of Sonae Ca pi tal's sha res by Sonae SGPS to Pa reuro BV.
Number of shares held by shareholders owning more than 10%, 33% or 50% of the company's share capital:
Number of shares as at 30.06.2012
Efanor Investimentos, SGPS, SA (1) Sonae Capital, SGPS, SA 88,859,200 Pareuro, BV 2,000,000
Pareuro, BV Sonae Capital, SGPS, SA 66,600,000
(1) Around 99.99% of shares representing the share capital and voting rights of Efanor Investimentos, SGPS, SA are held by Belmiro Mendes de Azevedo.
As required by number 1, c) of article 9 of CMVM Regulation Nr. 05/2008, the following shareholders held more than 2% of the company's share capital, as at 30 June 2012:
| Shareholder | Nr. of Shares | % of Share Capital |
% of Voting Rights |
|
|---|---|---|---|---|
| Efanor Investimentos, SGPS, S.A. (1) | ||||
| Directly Owned | 88,859,200 | 35.544% | 35.544% | |
| Through Pareuro, BV (controlled by Efanor) | 66,600,000 | 26.640% | 26.640% | |
| Through Belmiro Mendes de Azevedo (Chairman of the Board of Directors of Efanor) | 837,000 | 0.335% | 0.335% | |
| Through Maria Margarida Carvalhais Teixeira de Azevedo (Member of the Board of Directors of Efanor) |
1,862 | 0.001% | 0.001% | |
| Through Linhacom, SGPS, S.A. (controlled by the Member of the Board of Directors of Efanor Maria Cláudia Teixeira de Azevedo) |
43,912 | 0.018% | 0.018% | |
| Through Migracom, SGPS, S.A. (controled by the Member of the Board of Directors of Efanor Duarte Paulo Teixeira de Azevedo) |
161,250 | 0.065% | 0.065% | |
| Through descendents of Duarte Paulo Teixeira de Azevedo (Member of the Board of Directors of Efanor) |
411 | 0.000% | 0.000% | |
| Through descendents of Nuno Miguel Teixeira de Azevedo (Member of the Board of Directors of Efanor) |
1,312 | 0.001% | 0.001% | |
| Total attributable | 156,504,947 | 62.602% | 62.602% | |
| CAIXA GEST ‐ Técnicas de Gestão de Fundos, SA | ||||
| Through Fundo CXG ACC Portugal (controlled by Caixa Gest) | 3,566,421 | 1.427% | 1.427% | |
| Through Fundo CXG PPA (controlled by Caixa Gest) | 1,438,218 | 0.575% | 0.575% | |
| Total attributable | 5,004,639 | 2.002% | 2.002% | |
| Mohnish Pabrai | ||||
| Through Pabrai Investment Fund II, L.P. (controlled by Mohnish Pabrai) | 3,957,000 | 1.583% | 1.583% | |
| Through Pabrai Investment Fund 3, L.P. (controlled by Mohnish Pabrai) | 5,624,000 | 2.250% | 2.250% | |
| Through Pabrai Investment Fund IV, L.P. (controlled by Mohnish Pabrai ) | 7,422,315 | 2.969% | 2.969% | |
| Through Dalal Street, L.L.C. (controlled by Mohnish Pabrai) | 28,000 | 0.011% | 0.011% | |
| Through Dakshana Foundation (controlled by Mohnish Pabrai ) | 132,625 | 0.053% | 0.053% | |
| Through Harina Kapoor (spouse of Mohnish Pabrai) | 2,500 | 0.001% | 0.001% | |
| Total attributable | 17,166,440 | 6.867% | 6.867% |
(1) Around 99.99% of shares representing the share capital and voting rights of Efanor Investimentos, SGPS, SA are held by Belmiro Mendes de Azevedo.
(Amounts expressed in euro)
| ASSETS | Notes | 30.06.2012 | 31.12.2011 | |
|---|---|---|---|---|
| NON-CURRENT ASSETS: | ||||
| Tangible assets | 7 | 235,012,003 | 236,088,219 | |
| Intangible assets | 7 | 7,391,368 | 7,478,779 | |
| Goodwill | 8 | 61,028,512 | 61,028,512 | |
| Investments in associated companies | 5 | 63,373,401 | 60,060,236 | |
| Other investments | 6 and 9 | 1,015,381 | 1,015,381 | |
| Deferred tax assets | 13 | 26,428,445 | 23,563,437 | |
| Other non-current assets | 10 | 22,774,834 | 21,820,629 | |
| Total non-current assets | 417,023,944 | 411,055,193 | ||
| CURRENT ASSETS: | ||||
| Stocks | 11 | 207,705,735 | 209,213,344 | |
| Trade account receivables and other current assets | 12 | 44,027,353 | 49,581,611 | |
| Cash and cash equivalents | 14 | |||
| 4,019,065 | 3,980,640 | |||
| Total Current Assets | 255,752,153 | 262,775,595 | ||
| TOTAL ASSETS | 672,776,097 | 673,830,788 | ||
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 15 | 250,000,000 | 250,000,000 | |
| Own Shares | (99,071) | (36,143) | ||
| Reserves and retained earnings | 78,574,763 | 74,670,814 | ||
| Profit/(Loss) for the year attributable to the equity holders of Sonae Capital | (12,450,477) | 2,994,272 | ||
| Equity attributable to the equity holders of Sonae Capital | 316,025,215 | 327,628,943 | ||
| Equity attributable to non-controlling interests | 16 | 8,877,224 | 9,241,777 | |
| TOTAL EQUITY | 324,902,439 | 336,870,720 | ||
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: Loans |
17 | 164,505,541 | 182,564,884 | |
| Other non-current liabilities | 19 | |||
| 6,971,520 | 7,155,507 | |||
| Deferred tax liabilities | 13 | 11,688,691 | 11,535,355 | |
| Provisions | 22 | 3,079,824 | 3,185,974 | |
| Total Non-Current Liabilities | 186,245,576 | 204,441,720 | ||
| CURRENT LIABILITIES: | ||||
| Loans | 17 | 112,473,937 | 82,557,493 | |
| Trade creditors and other current liabilities | 21 | 48,138,355 | 48,905,639 | |
| Provisions | 22 | 1,015,790 | 1,055,216 | |
| Total Current Liabilities | 161,628,082 | 132,518,348 | ||
| TOTAL LIABILITIES | 347,873,658 | 336,960,068 | ||
| TOTAL EQUITY AND LIABILITIES | 672,776,097 | 673,830,788 | ||
The accompanying notes are part of these financial statements.
(Amounts expressed in euro)
| Notes | 30.06.2012 | 30.06.2011 | |
|---|---|---|---|
| Sales | 23,700,417 | 34,512,244 | |
| Services rendered | 28,207,696 | 29,478,157 | |
| Other operating income | 3,685,390 | 7,892,751 | |
| Cost of sales | (15,955,446) | (20,084,357) | |
| Changes in stocks of finished goods and work in progress | (1,893,209) | (1,005,390) | |
| External supplies and services | (20,937,930) | (28,252,745) | |
| Staff costs | (18,421,420) | (20,425,887) | |
| Depreciation and amortization | (7,175,672) | (6,652,769) | |
| Provisions and impairment losses | (126,910) | (75,347) | |
| Other operating expenses | (1,340,437) | (3,080,970) | |
| Operational profit/(loss) | (10,257,521) | (7,694,313) | |
| Financial Expenses | (6,498,152) | (5,772,635) | |
| Financial Income | 874,677 | 651,809 | |
| Profit/(Loss) in associated undertakings | 5 | 3,076,303 | 2,750,918 |
| Investment income | (1,080,763) | 22,102,836 | |
| Profit/(Loss) before taxation | (13,885,456) | 12,038,615 | |
| Taxation | 25 | 1,090,274 | 538,144 |
| Profit/(Loss) for the year | 26 | (12,795,182) | 12,576,759 |
| Attributable to: | |||
| Equity holders of Sonae Capital | (12,450,477) | 12,202,648 | |
| Non-controlling interests | 16 | (344,705) | 374,111 |
| Profit/(Loss) per share | |||
| Basic | 27 | (0.049882) | 0.048811 |
| Diluted | 27 | (0.049882) | 0.048811 |
The accompanying notes are part of these financial statements.
CONSOLIDATED INCOME STATEMENTS BY NATURE
FOR THE 2nd QUARTERS OF 2012 AND 2011
(Amounts expressed in euro)
| Notes | 2nd Quarter 12 1 | 2nd Quarter 11 1 | |
|---|---|---|---|
| Sales | 12,073,927 | 17,542,509 | |
| Services rendered | 14,733,382 | 16,009,200 | |
| Other operating income | 2,256,438 | 4,332,798 | |
| Cost of sales | (8,113,136) | (10,771,775) | |
| Changes in stocks of finished goods and work in progress | (919,069) | (491,179) | |
| External supplies and services | (10,656,057) | (14,846,917) | |
| Staff costs | (8,609,558) | (10,026,239) | |
| Depreciation and amortization | (3,608,985) | (3,372,386) | |
| Provisions and impairment losses | (34,487) | (62,245) | |
| Other operating expenses | (776,981) | (1,416,648) | |
| Operational profit/(loss) | (3,654,526) | (3,102,882) | |
| Financial Expenses | (2,846,763) | (3,120,681) | |
| Financial Income | 402,390 | 361,761 | |
| Profit/(Loss) in associated undertakings | 5 | 1,184,243 | 1,839,615 |
| Investment income | (1,083,110) | 20,409,511 | |
| Profit/(Loss) before taxation | (5,997,766) | 16,387,324 | |
| Taxation | 25 | 108,395 | (560,511) |
| Profit/(Loss) for the year | 26 | (5,889,371) | 15,826,813 |
| Attributable to: | |||
| Equity holders of Sonae Capital | (5,826,596) | 15,432,286 | |
| Non-controlling interests | 16 | (62,775) | 394,527 |
| Profit/(Loss) per share | |||
| Basic | 27 | (0.023346) | 0.061729 |
| Diluted | 27 | (0.023346) | 0.061729 |
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.
(Amounts expressed in euro)
| 30.06.2012 | 30.06.2011 |
|---|---|
| (12,795,182) | 12,576,759 |
| 1,193,096 | (21,851) |
| 41,262 | 2,594,296 |
| - | - |
| (353,147) | 545,767 |
| 881,211 | 3,118,212 |
| (11,913,971) | 15,694,971 |
| (11,549,418) (364,553) |
15,319,633 375,338 |
The accompanying notes are part of these financial statements.
| 2nd Quarter 12 1 | 2nd Quarter 11 1 | |
|---|---|---|
| Consolidated net profit/(loss) for the period | (5,889,371) | 15,826,813 |
| Changes in the currency translation differences | 1,201,884 | 18,730 |
| Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5) |
511,923 | 1,997,066 |
| Change in the fair value of assets available for sale | - | - |
| Change in the fair value of cash flow hedging derivatives | (53,468) | (369,999) |
| Other comprehensive income for the period | 1,660,339 | 1,645,797 |
| Total comprehensive income for the period | (4,229,032) | 17,472,610 |
| Attributable to: | ||
| Equity holders of Sonae Capital Non-controlling interests |
(4,148,448) (80,584) |
17,078,736 393,874 |
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.
| Attr ibut able Equ ity H olde f So Ca pita l to rs o nae |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sha re Cap ital |
Ow n Sha res |
Dem erg er Res erve (No te 1 6) |
Tra nsla tion Res erve s |
Fair Va lue Res erve s |
Hed ging Res erve s |
Oth er Res erve s and Ret aine d Ear ning s |
Sub tot al |
Net Pro fit/( Los s) |
Tot al |
Non - Con trol ling Inte rest s |
Tot al E quit y |
|
| Bal 1 Ja ry 2 011 at anc e as nua |
250 ,000 ,000 |
- | 132 ,638 ,253 |
(1,1 29,3 94) |
- | (85 4,8 80) |
(49 ,318 ,776 ) |
81,3 35,2 03 |
(4,4 20,4 29) |
326 ,914 ,774 |
12,4 54,7 96 |
339 ,369 ,570 |
| for Tot al c olid ated hen sive inc the riod ons com pre ome pe |
- | - | - | (15 ) ,296 |
- | 537 ,985 |
2,5 94,2 96 |
3,1 16,9 85 |
12,2 02,6 48 |
15,3 19,6 33 |
375 ,338 |
15,6 94,9 71 |
| App riati f pr ofit of 2 010 rop on o Tra nsfe r to lega l res d re tain ed e ings erve s an arn Cha s in the e of ital held in a ffilia ted ies tag nge pe rcen cap com pan Oth han er c ges |
- - - |
- - - |
- - - |
- - - |
- - - |
- - - |
(4,4 20,4 29) (1,5 96,4 25) 3,24 8 |
(4,4 20,4 29) (1,5 96,4 25) 3,24 8 |
4,42 0,42 9 - - |
- (1,5 96,4 25) 3,24 8 |
- (4,1 03,2 73) (1,8 60) |
- (5,6 99,6 98) 1,38 8 |
| Bal 30 J at 20 11 anc e as une |
250 ,000 ,000 |
- | 132 ,638 ,253 |
(1,1 ) 44, 690 |
- | (31 5) 6,89 |
(52 ) ,738 ,086 |
78,4 38,5 82 |
12,2 02,6 48 |
340 ,641 ,230 |
8,72 5,00 1 |
349 ,366 ,23 1 |
| Bal 1 Ja at ry 2 012 anc e as nua Tot al c olid ated hen sive inc for the riod |
250 ,000 ,000 |
(36 ) ,143 |
132 ,638 ,253 |
(1,1 02) 79,5 1 |
- | (1,7 80) 37,9 |
(55 ) ,049 ,957 62 |
74,6 70,8 14 901 |
2,9 94,2 72 |
327 ,628 ,943 |
9,24 1,77 7 |
336 ,870 ,720 |
| ons com pre ome pe |
- | - | - | 1,20 6,03 |
- | (34 4) 6,23 |
41,2 | ,059 | (12 ) ,450 ,477 |
(11 ) ,549 ,418 |
(36 3) 4,55 |
(11 1) ,913 ,97 |
| App riati f pr ofit of 2 011 rop on o Tra nsfe lega l res d re tain ed e ings r to erve s an arn Acq uisi tion of sha own res Cha s in the e of ital held in a ffilia ted ies tag nge pe rcen cap com pan Oth han er c ges |
- - - - |
- (62 ,928 ) - - |
- - - - |
- - - 309 ,716 |
- - - - |
- - - - |
2,9 94,2 72 - - (30 8) 1,09 |
2,9 94,2 72 - - 8,6 18 |
(2,9 94,2 72) - - - |
- (62 ,928 ) - 8,6 18 |
- - - - |
- (62 ,928 ) - 8,6 18 |
| Bal 30 J 20 12 at anc e as une |
250 ,000 ,000 |
(99 ,07 1) |
132 ,638 ,253 |
336 ,245 |
- | (2,0 84,2 14) |
(52 ,315 ,52 1) |
78,5 74,7 63 |
(12 ,450 ,477 ) |
316 ,025 ,215 |
8,87 7,22 4 |
324 ,902 ,439 |
The accompanying notes are part of these financial statements.
| 2nd Quarter 12 1 Notes 30.06.2012 30.06.2011 |
2nd Quarter 11 1 |
|---|---|
| OPERATING ACTIVITIES: | |
| Cash receipts from trade debtors 52,418,213 70,638,901 24,190,921 |
31,475,429 |
| Cash receipts from trade creditors (33,132,608) (48,864,713) (13,893,472) |
(20,001,993) |
| Cash paid to employees (18,719,120) (19,812,602) (9,989,555) |
(10,779,971) |
| Cash flow generated by operations 566,485 1,961,586 307,894 |
693,465 |
| Income taxes (paid) / received (467,785) (1,611,667) (313,117) |
(646,017) |
| Other cash receipts and (payments) relating to operating activities 935,198 (2,496,822) (557,227) |
(1,951,032) |
| Net cash flow from operating activities (1) 1,033,898 (2,146,903) (562,450) |
(1,903,584) |
| INVESTMENT ACTIVITIES: | |
| Cash receipts arising from: | |
| Investments 19,485 40,910,953 - |
38,410,953 |
| Tangible assets 168,570 635,984 163,063 |
332,597 |
| Interest and similar income 130,543 214,969 32,540 |
145,432 |
| Loans granted - 96,856 - |
- |
| 465,985 42,008,264 342,990 |
39,038,484 |
| Cash Payments arising from: | |
| Investments (264,718) (6,027,865) (264,718) |
(23,721) |
| Tangible assets (5,936,261) (7,123,615) (3,235,749) |
(3,800,769) |
| Intangible assets (12,176) (396,797) 1,034 |
(374,562) |
| Loans granted - - 3,600 |
3,250,000 |
| (6,213,155) (13,548,277) (3,495,833) |
(949,052) |
| Net cash used in investment activities (2) (5,747,170) 28,459,987 (3,152,843) |
38,089,432 |
| FINANCING ACTIVITIES: | |
| Cash receipts arising from: | |
| Loans obtained 33,603,424 48,979,969 12,249,861 |
34,616,106 |
| 33,603,424 48,979,969 12,249,861 |
34,616,106 |
| Cash Payments arising from: | |
| Loans obtained (21,929,669) (70,362,507) (5,287,959) |
(69,045,474) |
| Interest and similar charges (6,601,948) (5,441,259) (1,711,587) |
(3,148,542) |
| Purchase of own shares (62,927) - (8,011) |
- |
| (28,594,544) (75,803,766) (7,007,557) |
(72,194,016) |
| Net cash used in financing activities (3) 5,008,880 (26,823,797) 5,242,304 |
(37,577,910) |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 295,608 (510,713) 1,527,011 |
(1,392,062) |
| Effect of foreign exchange rate (15,712) (2,397) (36,950) |
(2,488) |
| Cash and cash equivalents at the beginning of the period 14 2,986,070 2,497,210 1,733,429 |
3,378,468 |
| Cash and cash equivalents at the end of the period 14 3,297,390 1,988,894 3,297,390 |
1,988,894 |
The accompanying notes are part of these financial statements.
1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.
SONAE CAPITAL, SGPS, SA ("Company", "Group" or "Sonae Capital") whose head-office is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, is the parent company of a group of companies, as detailed in Notes 4 to 6 ("Sonae Capital Group") and was set up on 14 December 2007 as a result of the demerger of the shareholding in SC, SGPS, SA (previously named Sonae Capital, SGPS, SA) from Sonae, SGPS, SA, which was approved by the Board of Directors on 8 November 2007 and by the Shareholder's General Meeting held on 14 December 2007.
Following the strategic review process whic took place in the first half of 2012, two distinct and autonomous business areas, were identified as strategic:
As a result of the strategic review carried out, the management of real estate properties as autonomous business area was discontinued, thereby ceasing the development of the business segment comprising the ownership, development and management of real state.
The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2011.
Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accompanying consolidated financial statements have been prepared from the books and accounting records of the Company and of its affiliated undertakings (Notes 4 to 6), on a going concern basis and under the historical cost convention, except for derivative financial instruments which are stated at fair value.
During the period ended 30 June 2012 there were no changes in accounting policies compared with those disclosed as at 31 December 2011.
As Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 30 June 2012 and 31 December 2011, are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 June 2012 | 31 December 2011 | ||||||
| Company | Head Office | Direct | Total | Direct | Total | ||
| Sonae Capital SGPS, SA | Maia | Holding | Holding | Holding | Holding | ||
| Tourism | |||||||
| Aqualuz - Turismo e Lazer, Lda | a) | Lagos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Casa da Ribeira - Hotelaria e Turismo, SA | a) | Marco de Canaveses |
100.00% | 100.00% | 100.00% | 100.00% | |
| Atlantic Ferries - Traf.Loc.Flu.e Marit., SA | a) | Grândola | 80.00% | 80.00% | 80.00% | 80.00% | |
| 1) | Fundo Especial de Investimento Imobiliário Fechado WTC |
a) | Maia | 99.84% | 99.84% | 99.84% | 99.84% |
| Golf Time - Golfe e Inv.Turisticos, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoareia Investimentos Turísticos,SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | Imoferro-Soc.Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Imopenínsula - Sociedade Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoresort - Sociedade Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Investalentejo, SGPS, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Marimo-Exploração Hoteleira Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Marina de Tróia, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Marina Magic -Exploração de Centros Lúd, SA | a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% | |
| Marmagno-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Marvero-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modus Faciendi – Gestão e Serviços, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| SII - Soberana Investimentos Imobiliários, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sete e Meio-Investimentos e Consultadoria,SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Solinca - Health & Fitness, SA | a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% | |
| Solinca-Investimentos Turísticos, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Solinfitness - Club Málaga, SL | a) | Malaga (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Soltroia-Imob.de Urb.Turismo de Tróia, SA | a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae Turismo - SGPS, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sontur, BV | a) | Amsterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Tróia Market, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Tróia Natura, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Troiaresort - Investimentos Turísticos, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Troiaverde-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Tulipamar-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | World Trade Center Porto, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| SC Assets | |||||||
| Bloco Q-Sociedade Imobiliária, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Bloco W-Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Empreend.Imob.Quinta da Azenha, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Centro Residencial da Maia,Urban., SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Cinclus Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Country Club da Maia-Imobiliaria, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Espimaia, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imobiliária da Cacela, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoclub-Serviços Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imodivor - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imohotel-Emp.Turist.Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoponte-Soc.Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imosedas-Imobiliária e Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Implantação – Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Porturbe-Edificios e Urbanizações, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium II-Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium – Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Praedium-SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Prédios Privados Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Predisedas-Predial das Sedas, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Promessa Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC Assets, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sete e Meio Herdades - Investimentos Agrícolas e Turismo, SA |
a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | |
| Soconstrução, BV | a) | Amsterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Soira-Soc.Imobiliária de Ramalde, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sótaqua - Soc. de Empreendimentos Turísticos, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Spinveste - Promoção Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Spinveste-Gestão Imobiliária SGII, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Torre São Gabriel-Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Urbisedas-Imobiliária das Sedas, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Vistas do Freixo-Emp.Tur.imobiliários,SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Spred | |||||||
| Contacto Concessões, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Cronosaúde – Gestão Hospitalar, SA | a) | Porto | 100.00% | 50.00% | 100.00% | 50.00% | |
| Ecociclo II – Energias, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Edifícios Saudáveis Consultores - Ambiente e Energia em Edifícios, SA |
a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Friengineering, SA | a) | São Paulo (Brazil) | 100.00% | 70.00% | 100.00% | 70.00% | |
| Inparvi SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum Colombo – Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum-Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum Vale do Caima- Energia, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Invesaude – Gestão Hospitalar, SA | a) | Maia | 100.00% | 50.00% | 100.00% | 50.00% | |
| Martimope - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| PJP - Equipamento de Refrigeração, Lda | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
| Saúde Atlântica - Gestão Hospitalar, SA | a) | Maia | 50.00% | 50.00% | 50.00% | 50.00% | |
| SC – Eng. e Promo Imobiliária,SGPS,SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Sistavac, SGPS, SA | a) | Matosinhos | 70.00% | 70.00% | 70.00% | 70.00% |
| Sistavac, SA | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
|---|---|---|---|---|---|---|---|
| SKK Distribucion de Refrigeración, S.R.L. | a) | Spain | 100.00% | 70.00% | 100.00% | 70.00% | |
| SKK-Central de Distr., SA | a) | Porto | 100.00% | 70.00% | 100.00% | 70.00% | |
| SKKFOR - Ser.For.e Desen. de Recursos, SA | a) | Maia | 100.00% | 70.00% | 100.00% | 70.00% | |
| Société de Tranchage Isoroy SAS | a) | Honfleur (France) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sopair, SA | a) | Madrid (Spain) | 100.00% | 70.00% | 100.00% | 70.00% | |
| Spinarq–Engenharia, Energia e Ambiente,SA | a) | Luanda (Angola) | 99.90% | 99.90% | 99.90% | 99.90% | |
| Spred SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Others | |||||||
| Interlog-SGPS, SA | a) | Lisbon | 98.98% | 98.98% | 98.98% | 98.98% | |
| 3) | Rochester Real Estate, Ltd | a) | Kent (U.K.) | 100.00% | 100.00% | 100.00% | 100.00% |
| SC – Sociedade de Consultadoria, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC-SGPS, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC Finance, BV | a) | Amsterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
a) Majority of voting rights
1) Company included in the SC Assets segment in 2011
2) Ex-Selfrio, SGPS, S.A.
3) Company dissolved in the period
Associated and jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group as at 30 June 2012 and 31 December 2011 are as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30 June 2012 31 December 2011 |
Book Value | |||||||
| Company | Head Office | Direct | Total | Direct | Total | 30 June 2012 |
31 December 2011 |
|
| Tourism and SC Assets | ||||||||
| Andar - Sociedade Imobiliária, SA | Maia | 50.00% | 50.00% | 50.00% | 50.00% | 851,591 | 860,217 | |
| 1) | Sociedade de Construções do Chile, SA |
Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| Fundo de Investimento Imobiliário Fechado Imosede |
Maia | 45.45% | 45.45% | 45.45% | 45.45% | 58,962,346 | 57,713,465 | |
| 1) | Vastgoed One - Sociedade Imobiliária, SA |
Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| 1) | Vastgoed Sun - Sociedade Imobiliária, SA |
Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| Spred | ||||||||
| Lidergraf - Artes Gráficas, Lda | Vila do Conde |
24.50% | 24.50% | 24.50% | 24.50% | 331,363 | 400,936 | |
| Norscut - Concessionária de Scut Interior Norte, SA |
Lisbon | 36.00% | 36.00% | 36.00% | 36.00% | 3,204,101 | 1,061,618 | |
| Operscut - Operação e Manutenção de Auto-estradas, SA |
Lisbon | 15.00% | 15.00% | 15.00% | 15.00% | 24,000 | 24,000 | |
| Total | 63.373.401 | 60,060,236 |
1) Null investment values result from the adoption of the equity method in Andar - Sociedade Imobiliária, SA, holder of all of these investments.
Associated and jointly controlled companies are consolidated using the equity method.
Nil balances shown result from the reduction to acquisition cost of amounts determined by the equity method, discontinuing the recognition of its part of additional losses under the terms of IAS 28.
As at 30 June 2012 and 31 December 2011, aggregate values of main financial indicators of associated and jointly controlled companies can be analysed as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Total Assets | 811,540,095 | 815,672,321 |
| Total Liabilities | 626,586,301 | 639,016,620 |
| Income | 66,012,366 | 124,980,188 |
| Expenses | 57,216,069 | 114,912,419 |
During the periods ended 30 June 2012 and 31 December 2011, movements in investments and associated companies may be summarized as follows:
| 30 June 2012 | 30 June 2011 | |
|---|---|---|
| Opening balance as at 1 January | 60,092,179 | 72,410,209 |
| Acquisitions in the period | 195,600 | 172,712 |
| Disposals in the period | - | (17,557,623) |
| Equity method | 3,117,565 | 5,345,214 |
| Closing balance as at 30 June | 63,405,344 | 60,370,512 |
| Accumulated impairment losses (Note 22) | (31,943) | (31,943) |
| 63,373,401 | 60,338,569 |
The use of the equity method had the following impacts: 3,076,303 euro recorded in share of results of associated undertakings (2,750,918 euro at 30 June 2011) and 41,262 euro in changes in reserves (2,594,296 euro at 30 June 2011).
Group companies, jointly controlled companies and associated companies excluded from consolidation, their head offices, percentage of share capital held and book value as at 30 June 2012 and 31 December 2011 are made up as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 June 2012 | 31 December 2011 | ||||||
| Company | Head Office |
Direct | Total | Direct | Total | 30 June 2012 |
31 December 2011 |
| Tourism | |||||||
| Infratroia – Emp. de Infraest. de Troia, E.N. |
Grândola | 25.90% | 25.90% | 25.90% | 25.90% | 64,747 | 64,747 |
| SC Assets | |||||||
| Fundo de Investimento Imobiliário Imosonae Dois |
Maia | 0.06% | 0.06% | 0.06% | 0.06% | 112,025 | 112,025 |
| Spred | |||||||
| Net, SA | Lisbon | 2.80% | 2.80% | 2.80% | 2.80% | 11,132 | 11,132 |
| Sear - Sociedade Europeia de Arroz, SA |
Santiago do Cacém |
15.00% | 15.00% | 15.00% | 15.00% | 150,031 | 150,031 |
| Fundo de Capital de Risco F-HITEC |
Lisbon | 7.14% | 7.14% | 7.14% | 7.14% | 250,000 | 250,000 |
| Other investments | 427,446 | 427,446 | |||||
| Total (Note 9) | 1,015,381 | 1,015,381 |
Null balances shown above result from deduction of impairment losses from related investments.
During the six months period ended 30 June 2012, movements in tangible and intangible fixed assets as well as in depreciation and accumulated impairment losses, are made up as follows:
| Tangible Assets | ||||||
|---|---|---|---|---|---|---|
| Land and Buildings |
Equipment | Other Tangible Assets |
Tangible Assets in progress |
Total Tangible Assets |
||
| Gross Cost: | ||||||
| Opening balance as at 1 January 2012 | 215,045,171 | 139,057,667 | 2,407,224 | 9,358,098 | 365,868,160 | |
| Changes in consolidation perimeter | - | - | - | - | - | |
| Capital expenditure | 9,683 | 233,938 | 21,797 | 5,718,345 | 5,983,763 | |
| Disposals | (3,541) | (1,422,419) | (15,000) | (2,325) | (1,443,285) | |
| Exchange rate effect | - | 1,551 | (3,609) | - | (2,058) | |
| Transfers | 37,044 | 2,089,410 | 59,220 | (2,236,257) | (50,583) | |
| Closing balance as at 30 June 2012 | 215,088,357 | 139,960,147 | 2,469,632 | 12,837,861 | 370,355,997 | |
| Accumulated depreciation and impairment losses |
||||||
| Opening balance as at 1 January 2012 | 78,891,380 | 48,918,109 | 1,970,453 | - | 129,779,941 | |
| Changes in consolidation perimeter | - | - | - | - | - | |
| Charges for the period | 1,609,069 | 5,330,159 | 40,513 | - | 6,979,741 | |
| Disposals | (89) | (1,383,411) | - | - | (1,383,500) | |
| Exchange rate effect | - | (1,570) | (2,304) | - | (3,874) | |
| Transfers | - | (58,348) | 30,034 | - | (28,314) | |
| Closing balance as at 30 June 2012 | 80,500,360 | 52,804,939 | 2,038,696 | - | 135,343,994 | |
| Carrying amount as at 1 January 2012 | 136,153,791 | 90,139,558 | 436,772 | 9,358,098 | 236,088,219 | |
| Carrying amount as at 30 June 2012 | 134,587,997 | 87,155,208 | 430,937 | 12,837,861 | 235,012,003 |
Major amounts included in the caption Tangible assets in progress, refer to the following projects:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Tróia | 8,073,898 | 8,074,490 |
| Cogeneration project | 2,434,133 | - |
| Photovoltaic project | 1,158,468 | - |
| Others | 1,171,362 | 1,283,608 |
| 12,837,861 | 9,358,098 | |
| Intangible Assets | |||||||
|---|---|---|---|---|---|---|---|
| Patents and other similar rights |
Software | Other Intangible Assets |
Intangible Assets in progress |
Total Intangible Assets |
|||
| Gross Cost: | |||||||
| Opening balance as at 1 January 2012 | 7,805,800 | 2,586,420 | 174,822 | 66,927 | 10,633,969 | ||
| Changes in consolidation perimeter | - | - | - | - | - | ||
| Capital expenditure | - | 689 | - | 241,203 | 241,892 | ||
| Disposals | - | - | (167,300) | - | (167,300) | ||
| Exchange rate effect | - | (1,249) | - | - | (1,249) | ||
| Transfers | (11,431) | 77,938 | 1,900 | (60,782) | 7,625 | ||
| Closing balance as at 30 June 2012 | 7,794,369 | 2,663,798 | 9,422 | 247,348 | 10,714,937 | ||
| Accumulated depreciation and impairment losses |
|||||||
| Opening balance as at 1 January 2012 | 1,013,594 | 2,107,323 | 34,274 | - | 3,155,191 | ||
| Changes in consolidation perimeter | - | - | - | - | - | ||
| Charges for the period | 88,568 | 107,046 | 317 | - | 195,931 | ||
| Disposals | - | - | (26,753) | - | (26,753) | ||
| Exchange rate effect | - | (800) | - | - | (800) | ||
| Transfers | (8,917) | 8,917 | - | - | - | ||
| Closing balance as at 30 June 2012 | 1,093,245 | 2,222,486 | 7,838 | - | 3,323,569 | ||
| Carrying amount as at 1 January 2012 | 6,792,206 | 479,098 | 140,548 | 66,927 | 7,478,779 | ||
| Carrying amount as at 30 June 2012 | 6,701,124 | 441,312 | 1,584 | 247,348 | 7,391,368 |
During the six months period ended 30 June 2012, movements in goodwill, as well as in corresponding impairment losses, are as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Gross amount: | ||
| Opening balance | 62,330,108 | 62,434,923 |
| Decreases - disposals of assets from affiliated companies | - | (104,815) |
| Closing balance | 62,330,108 | 62,330,108 |
| Accumulated impairment losses: | ||
| Opening balance | 1,301,596 | 1,301,596 |
| Closing balance | 1,301,596 | 1,301,596 |
| Total Operations | 61,028,512 | 61,028,512 |
As at 30 June 2012, movements in investments were as follows:
| 30 June 2012 | |||
|---|---|---|---|
| Non-current | Current | ||
| Investments in group companies, jointly controlled companies or associated companies excluded from consolidation |
|||
| Opening balance as at 1 January | 8,200,508 | - | |
| Acquisitions in the period | - | - | |
| Disposals in the period | - | - | |
| Closing balance as at 30 June | 8,200,508 | - | |
| Accumulated impairment losses (Note 22) | (7,707,935) | - | |
| 492,573 | - | ||
| Investments held for sale | |||
| Fair value as at 1 January | 651,807 | - | |
| Acquisitions in the period | - | - | |
| Disposals in the period | - | - | |
| Fair value as at 30 June | 651,807 | - | |
| Accumulated impairment losses (Note 22) | (128,999) | - | |
| Fair value (net of impairment losses) as at 30 June | 522,808 | - | |
| Other Investments (Note 6) | 1,015,381 | - | |
Investments in group companies, jointly controlled companies or associated companies excluded from consolidation are recorded at acquisition cost less impairment losses. The Group considers that it is not reasonable to estimate a fair value for these investments as there is no visible market data.
As at 30 June 2012 and 31 December 2011, other non-current assets are detailed as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Loans granted to related parties | ||
| Norscut - Concessionária de Scut Interior Norte, SA | 16,646,298 | 15,689,170 |
| Others | 34,916 | 34,916 |
| 16,681,214 | 15,724,086 | |
| Impairment losses (Note 22) | (34,916) | (34,916) |
| 16,646,298 | 15,689,170 | |
| Trade accounts receivable and other debtors | ||
| Sale of financial investments | 4,914,984 | 4,914,984 |
| Others | 1,213,552 | 1,216,475 |
| Impairment losses (Note 22) | - | - |
| 6,128,536 | 6,131,459 | |
| Other non-current assets | 22,774,834 | 21,820,629 |
Loans granted to related parties bear interest.
The amount in sale of financial investments relates to the disposal in 2011 of Sociedade Imobiliária Tróia B3, S.A.
Stocks as at 30 June 2012 and 31 December 2011 can be detailed as follows, highlighting the value attributable to real estate developments:
| 30 June 2012 | 31 December 2011 | |||
|---|---|---|---|---|
| Total | of which Real Estate Developments |
Total | of which Real Estate Developments |
|
| Raw materials, by-products and consumables | 1,175,856 | - | 1,047,342 | - |
| Goods for sale | 33,479,451 | 30,800,791 | 34,749,797 | 29,160,330 |
| Finished goods | 95,854,769 | 95,854,769 | 96,759,113 | 96,759,113 |
| Work in progress | 80,630,279 | 78,337,039 | 80,094,214 | 78,978,708 |
| Payments on account | 68,459 | - | 68,459 | - |
| 211,208,815 | 204,992,599 | 212,718,924 | 204,898,151 | |
| Accumulated impairment losses on stocks (Note 22) | (3,503,080) | (3,434,621) | (3,505,580) | (3,437,121) |
| 207,705,735 | 201,557,978 | 209,213,344 | 201,461,030 |
As at 30 June 2012 and 31 December 2011, trade accounts receivable and other current assets are detailed as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Trade accounts receivable | 27,816,188 | 31,031,472 |
| Accumulated impairment losses on trade debtors (Note 22) | (4,311,361) | (4,435,511) |
| 23,504,827 | 26,595,961 | |
| Taxes recoverable | 8,677,475 | 12,385,331 |
| Loans granted to and other amounts to be received from related parties | 227,547 | 224,547 |
| Other current assets | ||
| Suppliers with a debtor balance | 1,255,872 | 1,130,303 |
| Other debtors | 9,661,631 | 9,521,048 |
| Accounts receivable from the sale of financial investments | 24,739,831 | 24,756,968 |
| Accounts receivable from the sale of tangible assets | 16,967 | 4,859 |
| Interest receivable | 850,959 | 1,098,341 |
| Deferred costs - Rents | 283,651 | 211,172 |
| Deferred costs - External supplies and services | 743,735 | 740,609 |
| Other current assets | 1,794,234 | 645,222 |
| 39,346,880 | 38,108,522 | |
| Accumulated impairment losses on other current assets (Note 22) | (27,729,376) | (27,732,750) |
| Trade accounts receivable and other current assets | 44,027,353 | 49,581,611 |
Deferred tax assets and liabilities as at 30 June 2012 and 31 December 2011 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 30 June 2012 |
31 December 2011 |
30 June 2012 |
31 December 2011 |
|
| Amortization and Depreciation harmonization adjustments | 1,010,701 | 963,841 | 2,255,889 | 2,077,347 |
| Provisions and impairment losses of non-tax deductible | 10,137,437 | 10,137,246 | - | - |
| Write off of tangible and intangible assets | 756,915 | 888,433 | - | - |
| Write off of accruals | 346,537 | 410,390 | - | - |
| Revaluation of tangible assets | - | - | 173,067 | 173,406 |
| Tax losses carried forward | 14,087,082 | 10,922,466 | - | - |
| Write off of stocks | - | - | 1,104,407 | 1,104,407 |
| Taxable temporary differences arising from the fair value of non current liabilities |
- | 7,751,968 | 7,757,222 | |
| Others | 89,773 | 241,061 | 403,360 | 422,973 |
| 26,428,445 | 23,563,437 | 11,688,691 | 11,535,355 |
In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2012 and 31 December 2011, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| 30 June 2012 | 31 December 2011 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets |
Time limit |
Tax losses carried forward |
Deferred tax assets |
Time limit |
|
| With limited time use | ||||||
| Generated in 2006 | 194,841 | 48,710 | 2012 | 326,542 | 81,635 | 2012 |
| Generated in 2007 | 1,416,550 | 354,137 | 2013 | 1,416,550 | 354,137 | 2013 |
| Generated in 2008 | 1,426,557 | 356,639 | 2014 | 1,426,557 | 356,639 | 2014 |
| Generated in 2009 | 6,448,363 | 1,612,091 | 2015 | 6,448,363 | 1,612,091 | 2015 |
| Generated in 2010 | 17,976,302 | 4,494,076 | 2014 | 18,432,007 | 4,608,002 | 2014 |
| Generated in 2011 | 18,076,637 | 4,519,159 | 2015 | 15,136,075 | 3,784,019 | 2015 |
| Generated in 2012 | 10,054,594 | 2,513,648 | 2017 | - | - | |
| 55,593,844 | 13,898,461 | 43,186,092 | 10,796,523 | |||
| With a time limit different from the above mentioned |
787,365 | 188,621 | 490,158 | 125,943 | ||
| 56,381,209 | 14,087,082 | 43,676,250 | 10,922,466 |
As at 30 June 2012 and 31 December 2011, deferred tax assets resulting from tax losses carried forward were re-assessed. Deferred tax assets have only been recorded to the extent that future profits will arise which may be offset against available tax losses or against deductible temporary differences.
As at 30 June 2012, tax losses carried forward amounting to 185,518,520 euro (172,302,504 euro as at 31 December 2011), have not originated deferred tax assets for prudential reasons and are detailed as follows:
| 30 June 2012 | 31 December 2011 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Tax Credit | Time limit |
Tax losses carried forward |
Tax Credit | Time limit |
|
| With limited time use | ||||||
| Generated in 2006 | 16,133,362 | 4,033,341 | 2012 | 16,259,895 | 4,064,974 | 2012 |
| Generated in 2007 | 17,895,099 | 4,473,774 | 2013 | 18,052,642 | 4,513,161 | 2013 |
| Generated in 2008 | 37,313,096 | 9,328,275 | 2014 | 37,313,096 | 9,328,274 | 2014 |
| Generated in 2009 | 47,496,490 | 11,874,121 | 2015 | 49,919,363 | 12,479,840 | 2015 |
| Generated in 2010 | 18,353,126 | 4,588,282 | 2014 | 18,523,204 | 4,630,801 | 2014 |
| Generated in 2011 | 19,728,067 | 4,932,017 | 2015 | 17,677,579 | 4,419,395 | 2015 |
| Generated in 2012 | 13,123,420 | 3,280,855 | 2017 | - | - | |
| 170,042,659 | 42,510,666 | 157,745,779 | 39,436,445 | |||
| Without limited time use | 1,186,715 | 395,532 | 1,186,715 | 395,532 | ||
| With a time limit different from the above mentioned |
14,289,146 | 4,217,182 | 13,370,010 | 3,944,355 | ||
| 15,475,861 | 4,612,714 | 14,556,725 | 4,339,887 | |||
| 185,518,520 | 47,123,379 | 172,302,504 | 43,776,332 |
As at 30 June 2012 and 31 December 2011, cash and cash equivalents can be detailed as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Cash at hand | 245,361 | 1,689,543 |
| Bank deposits | 3,773,704 | 2,291,097 |
| Treasury applications | - | - |
| Cash and cash equivalents on the balance sheet | 4,019,065 | 3,980,640 |
| Bank overdrafts - (Note 17) | (221,675) | (494,571) |
| Guarantee deposit | (500,000) | (500,000) |
| Cash and cash equivalents in the statement of cash-flows | 3,297,390 | 2,986,070 |
Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under current bank loans (Note 17).
The share capital of Sonae Capital SGPS, SA is represented by 250,000,000 ordinary shares, which do not have the right to a fixed remuneration, with a nominal value of 1 euro each.
The demerger originated a reserve in the amount of 132,638,253 euro, which has a treatment similar to that of a Legal Reserve. According to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.
As at 30 June 2012, Sonae Capital SGPS, S.A. owns 422,200 own shares (151,600 own shares at 31 December 2011) booked for 99,071 euro (36,143 at 31 December 2011).
Movements in non controlling interests in the periods ended 30 June 2012 and 31 December 2011 are as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Opening balance as at 1 January | 9,241,777 | 12,454,796 |
| Changes in hedging reserves | (6,913) | (18,104) |
| Changes in the percentage of capital held in affiliated companies |
- | (4,103,273) |
| Changes resulting from currency translation | (12,935) | (24,529) |
| Others | - | 141,287 |
| Profit for the period attributable to minority interests | (344,705) | 791,600 |
| Closing balance | 8,877,224 | 9,241,777 |
As at 30 June 2012 and 31 December 2011, Borrowings are made up as follows:
| 30 June 2012 | 31 December 2011 | |||||
|---|---|---|---|---|---|---|
| Outstanding amount | Outstanding amount | Repayable on | ||||
| Current | Non-Current | Current | Non-Current | |||
| Bank loans | ||||||
| Sonae Capital SGPS - commercial paper a) | 30,000,000 | - | - | 30,000,000 | Mar/2013 | |
| Sonae Capital SGPS - commercial paper b) | 42,600,000 | - | 39,600,000 | - | Mar/2018 | |
| Sonae Capital SGPS - commercial paper d) | 4,000,000 | 8,250,000 | - | 12,250,000 | Dec/2013 | |
| Sonae Capital SGPS - commercial paper c) | - | 35,200,000 | - | 16,000,000 | Aug/2016 | |
| Sonae Capital SGPS - commercial paper e) | - | - | 4,550,000 | - | Feb/2016 | |
| Sonae Capital SGPS - commercial paper f) | - | - | 3,000,000 | - | Jun/2016 | |
| Selfrio Engenharia - commercial paper | - | - | 700,000 | - | May/2012 | |
| Sonae Capital SGPS g) | 2,000,000 | 31,000,000 | 650,000 | 33,000,000 | Jun/2017 | |
| Up-front fees | - | (377,953) | - | (437,911) | ||
| Others | 190,699 | 515,625 | 140,825 | 609,375 | ||
| 78,790,699 | 74,587,672 | 48,640,825 | 91,421,464 | |||
| Bank overdrafts (Note 14) | 221,675 | - | 494,571 | - | ||
| Bank loans | 79,012,374 | 74,587,672 | 49,135,397 | 91,421,464 | ||
| Bond Loans | ||||||
| Sonae Capital 2007/2012 Bonds | 30,000,000 | - | 30,000,000 | - | Dec/2012 | |
| Sonae Capital 2011/2016 Bonds | - | 10,000,000 | - | 10,000,000 | Jan/2016 | |
| SC, SGPS, S.A. 2008/2018 Bonds | - | 50,000,000 | - | 50,000,000 | Mar/2018 | |
| Up-front fees | - | (417,545) | - | (490,184) | ||
| Bond Loans | 30,000,000 | 59,582,455 | 30,000,000 | 59,509,816 | ||
| Other loans | 551,834 | 2,219,381 | 675,655 | 2,490,273 | ||
| Derivatives (Note 18) | 175,746 | 2,131,242 | 138,448 | 1,733,828 | ||
| Obligations under finance leases | 2,733,983 | 26,105,313 | 2,607,993 | 27,536,520 | ||
| Up-front fees on finance leases | - | (120,523) | - | (127,017) | ||
| 112,473,937 | 164,505,541 | 82,557,493 | 182,564,884 | |||
a) Commercial paper programme, with subscription guarantee, issued on 14 March 2008 and valid for a 5 year period.
b) Short term commercial paper programme, issued on 28 March 2008 and valid for a 10 year period, which may be extended at the option of Sonae Capital. Placed in investors or financial institutions and guaranteed by credit lines, with commitment of at least six months to a year, placed in relationship banks.
c) Commercial paper programme, with subscription guarantee, issued on 31 March 2011 and valid up to August 2016.
d) Commercial paper programme, with subscription guarantee, issued on 30 December 2010, with annual renewals up to a maximum of 3 years.
e) Short term commercial paper programme, with subscription guarantee, issued on 17 February 2011, with annual renewals up to a maximum of 5 years.
f) Short term commercial paper programme, with subscription guarantee, issued on 1 June 2011, with annual renewals up to a maximum of 5 years.
g) Bank loan guarantee by a mortgage on real estate, started on 2 June 2011 and valid for a 6 year period, with annual payments.
As at 30 June 2012, borrowings of the Group were as follows:
The interest rate on bonds in force on 30 June 2012 was on average 3.367%.
Bank loans pay interest rates that are indexed to the Euribor market rates of the period, and its fair value is considered close to its book value.
Other non-current loans include reimbursable grants to affiliated undertakings, which do not bear interest.
Other current loans include bills receivable not yet due.
The repayment schedule of the nominal value of borrowings may be summarized as follows:
| 30 June 2012 | 31 December 2011 | |||
|---|---|---|---|---|
| Nominal value | Interest | Nominal value | Interest | |
| N+1 | 112,298,191 | 8,613,805 | 82,419,045 | 8,892,411 |
| N+2 | 54,201,767 | 6,638,814 | 55,571,186 | 6,799,606 |
| N+3 | 10,706,077 | 5,984,039 | 18,899,142 | 5,918,320 |
| N+4 | 20,465,919 | 5,457,550 | 10,656,839 | 5,305,279 |
| N+5 | 13,173,507 | 2,532,053 | 20,205,856 | 4,019,406 |
| After N+5 | 64,743,049 | 2,095,402 | 76,553,144 | 3,308,452 |
| 275,588,510 | 31,321,662 | 264,305,213 | 34,243,474 |
Hedging instruments used by the Group as at 30 June 2012 were mainly interest rate options (cash-flow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 55,000,000 euro, whose fair value of 2,306,988 euro (1,872,276 euro at 31 December 2011) is recorded as liabilities. As at 30 June 2012 and 31 December 2011, all derivatives are hedging derivatives.
These interest rate hedging instruments are valued at fair value as at the balance sheet date, determined by valuations made by the Group using derivative valuation calculation schedules and external valuations when these schedules do not permit the valuation of certain instruments. For options, fair value is determined using the Black-Scholes model and its variants.
The fair value of derivatives is calculated using valuation models based on assumptions which are confirmed by market benchmarks, thus complying with level 2 requirements set on the IFRS 7.
Risk coverage guidelines generally used by the Group in contractually arranged hedging instruments are as follows:
Counterparts for derivatives are selected based on their financial strength and credit risk profile, with this profile being generally measured by a rating note attributed by rating agencies of recognized merit. Counterparts for derivatives are top level, highly prestigious financial institutions which are recognized nationally and internationally.
The fair value of derivatives is as follows:
| Assets | Liabilities | |||
|---|---|---|---|---|
| 30 June 2012 | 31 December 2011 | 30 June 2012 | 31 December 2011 | |
| Non-Hedge accounting derivatives | ||||
| Interest rate | - | - | - | - |
| Hedge accounting derivatives | ||||
| Interest rate (Note 17) | - | - | 2,306,988 | 1,872,276 |
| Other derivatives | ||||
| - | - | 2,306,988 | 1,872,276 |
As at 30 June 2012 and 31 December 2011 other current liabilities can be detailed as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Loans and other amounts payable to related parties | ||
| Plaza Mayor Parque de Ocio, SA | 2,181,124 | 2,236,843 |
| Others | 1,298,000 | 1,298,000 |
| 3,479,124 | 3,534,843 | |
| Other creditors | ||
| Creditors in the restructuring process of Torralta | 389,956 | 370,128 |
| Others | - | 140,548 |
| 389,956 | 510,676 | |
| Deferred income | 3,102,440 | 3,109,988 |
| Other non-current liabilities | 6,971,520 | 7,155,507 |
In 2012 and in previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae Capital SGPS, SA to be acquired at nil cost, three years after they were attributed to the employee. In any case, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the choice to settle in cash instead of shares. The option can only be exercised if the employee still works for the Sonae Capital Group on the vesting date.
As at 30 June 2012 and 31 December 2011, the market value of total liabilities arising from share-based payments, which have not yet vested, may be summarized as follows:
| Year of grant | Vesting year | Number of participants | Fair Value | ||
|---|---|---|---|---|---|
| 30 June 2012 | 31 December 2011 | ||||
| Shares | |||||
| 2009 | 2012 | 3 | - | 75,054 | |
| 2010 | 2013 | 3 | 45,636 | 77,011 | |
| 2011 | 2014 | 4 | 78,232 | 132,017 | |
| 2012 | 2015 | 10 | 292,093 | - | |
| Total | 415,961 | 284,082 |
As at 30 June 2012 and 31 December 2011, the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which have not yet vested:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Other non-current liabilities | 99,398 | 106,946 |
| Other current liabilities | 38,030 | 95,317 |
| Reserves | 129,184 | 143,765 |
| Staff Costs | 8,244 | 58,498 |
As at 30 June 2012 and 31 December 2011 trade accounts payable can be detailed as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Trade creditors | 15,825,932 | 14,851,465 |
| Loans granted by and other payables to related parties Other current liabilities |
107,760 | 107,760 |
| Fixed assets suppliers | 854,686 | 514,752 |
| Advances from customers and down payments | 1,926,024 | 1,938,599 |
| Other creditors | 2,207,985 | 1,494,526 |
| Taxes and contributions payable | 4,402,357 | 5,596,653 |
| Staff costs | 5,845,281 | 6,555,743 |
| Deferred income for services rendered | 2,773,955 | 4,400,408 |
| Other external supplies and services | 5,154,023 | 4,988,701 |
| Interest payable | 1,844,687 | 1,472,238 |
| Expenses with construction contracts | 475,569 | 509,507 |
| Investment aid | 1,684,625 | 1,699,859 |
| Other liabilities | 5,035,471 | 4,775,428 |
| 32,204,663 | 33,946,414 | |
| Trade accounts payable and other current liabilities | 48,138,355 | 48,905,639 |
Movements in provisions and accumulated impairment losses over the period ended 30 June 2012 were as follows:
| Captions | Balance as at 1 January 2012 |
Increases | Decreases | Balance as at 30 June 2012 |
|---|---|---|---|---|
| Accumulated impairment losses on: | ||||
| Other Investments (Notes 5 and 9) | 7,868,877 | - | - | 7,868,877 |
| Other non-current assets (Note 10) | 34,916 | - | - | 34,916 |
| Trade accounts receivable (Note 12) | 4,435,511 | 114,175 | (238,326) | 4,311,361 |
| Other current assets (Note 12) | 27,732,750 | 4,446 | (7,821) | 27,729,376 |
| Stocks (Note 11) | 3,505,580 | - | (2,500) | 3,503,080 |
| Non-current provisions | 3,185,974 | - | (106,150) | 3,079,824 |
| Current provisions | 1,055,216 | 10,000 | (49,426) | 1,015,790 |
| 47,818,824 | 128,621 | (404,222) | 47,543,223 |
As at 30 June 2012 and 31 December 2011 detail of other provisions was as follows:
| 30 June 2012 | 31 December 2011 | ||
|---|---|---|---|
| Judicial claims | 1,561,750 | 1,707,327 | |
| Others | 2,533,863 | 2,533,863 | |
| 4,095,614 | 4,241,190 |
Impairment losses are deducted from the book value of the corresponding asset.
As at 30 June 2012 and 31 December 2011 the most important contingent liabilities referred to guarantees given and were made up as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Guarantees given: | ||
| on VAT reimbursements | 4,794,499 | 7,606,253 |
| on tax claims | 4,045,718 | 2,367,143 |
| on judicial claims | - | - |
| on municipal claims | 3,556,322 | 3,700,393 |
| Others | 12,848,778 | 17,317,084 |
Others include the following guarantees:
The Group has not registered provisions for the events/disagreements for which these guarantees were given since the Group believes that the above mentioned events will not result in a loss for the Group.
Balances and transactions with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | ||||
|---|---|---|---|---|---|
| Transactions | 30 June 2012 |
30 June 2011 |
30 June 2012 |
30 June 2011 |
|
| Parent company and group companies excluded from consolidation (a) | - | - | - | 115 | |
| Associated companies | 272,753 | 346,903 | 185,554 | 268,222 | |
| Other partners in Group companies (b) | 9,287,045 | 14,044,419 | 3,255,452 | 3,098,374 | |
| 9,559,798 | 14,391,322 | 3,441,006 | 3,366,711 | ||
| Interest income | Interest expenses | ||||
| Transactions | 30 June 2012 |
30 June 2011 |
30 June 2012 |
30 June 2011 |
|
| Parent company and group companies excluded from consolidation (a) | - | - | - | - | |
| Associated companies | 554,304 | 473,645 | - | - | |
| Other partners in Group companies (b) | - | - | 71,517 | 73,240 | |
| 554,304 | 473,645 | 71,517 | 73,240 | ||
| Accounts receivable | Accounts payable | ||||
| Balances | 30 June 2012 |
30 June 2011 |
30 June 2012 |
30 June 2011 |
|
| Parent company and group companies excluded from consolidation (a) | - | - | - | 365 | |
| Associated companies | 639,418 | 902,395 | 36,832 | 57,485 | |
| Other partners in Group companies (b) | 7,651,634 | 9,645,265 | 3,095,615 | 3,335,962 | |
| 8,291,052 | 10,547,660 | 3,132,447 | 3,393,812 | ||
| Loans obtained | Loans granted | ||||
| Balances | 30 June 2012 |
30 June 2011 |
30 June 2012 |
30 June 2011 |
|
| Parent company and group companies excluded from consolidation (a) | - | - | - | - | |
| Associated companies | - | - | 16,816,298 | 15,859,170 | |
| Other partners in Group companies (b) | 2,181,124 | 2,236,843 | - | - | |
| 2,181,124 | 2,236,843 | 16,816,298 | 15,859,170 |
a) The parent company is Efanor Investimentos, SGPS, SA;
b) Balances and transactions with Sonae, SGPS, SA and Sonae Indústria, SGPS, SA are included under Other partners in Group companies.
| 30 June 2012 | 30 June 2011 | |
|---|---|---|
| Current tax | 1,621,059 | 1,196,682 |
| Deferred tax | (2,711,333) | (1,734,825) |
| Taxation | (1,090,274) | (538,144) |
Income tax for the three months periods ended 30 June 2012 and 2011 was made up as follows:
As at 30 June 2012 and 2011, the reconciliation of consolidated net profit can be analysed as follows:
| 30 June 2012 | 30 June 2011 | |
|---|---|---|
| Aggregate net profit | (8,865,459) | 26,735,588 |
| Harmonization adjustments | (926,555) | (583,713) |
| Elimination of intragroup dividends | (5,188,146) | (7,417,837) |
| Share of gains/(losses) of associated undertakings | 3,076,303 | 2,750,918 |
| Elimination of intragroup impairment | (6,568,503) | 830,911 |
| Adjustments of gains/(losses) of financial shareholdings sale | 5,677,793 | (9,747,196) |
| Others | (615) | 8,088 |
| Consolidated net profit for the year | (12,795,182) | 12,576,759 |
Earnings per share for the periods ended 30 June 2012 and 2011 were calculated taking into consideration the following amounts:
| 30 June 2012 | 30 June 2011 | |
|---|---|---|
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings per share (Net profit for the period ) |
(12,450,477) | 12,202,648 |
| Net profit taken into consideration to calculate diluted earnings per share | (12,450,477) | 12,202,648 |
| Number of shares | ||
| Weighted average number of shares used to calculated basic earnings per share | 249,598,250 | 250,000,000 |
| Weighted average number of shares used to calculated diluted earnings per share | 249,598,250 | 250,000,000 |
| Earnings per share (basic and diluted) | (0.049882) | 0.048811 |
There are no convertible instruments included in Sonae Capital, SGPS, SA's shares, hence there is no dilutive effect.
In 30 June 2012 and 2011, the following were identified as segments:
The contribution of the business segments to the income statement of the periods ended 30 June 2012 and 2011 can be detailed as follows:
| 30 June 2012 | ||||||
|---|---|---|---|---|---|---|
| Profit & Loss Account | Sales | Services rendered | Other operational income |
Total operational income |
Operational cash flow (EBITDA) |
|
| Tourism Operations | 2,503,424 | 12,680,848 | 1,161,795 | 16,346,067 | (4,428,597) | |
| Atlantic Ferries | - | 1,646,263 | 49,113 | 1,695,376 | (434,243) | |
| Other | - | 1,039,155 | 360,565 | 1,399,720 | 524,758 | |
| Intersegment Income | - | (878,555) | (278,563) | (1,157,119) | (135) | |
| Total Tourism | 2,503,423 | 14,487,711 | 1,292,910 | 18,284,044 | (4,338,217) | |
| Total SC Assets | 221,620 | 2,084,053 | 247,632 | 2,553,305 | 283,740 | |
| Energy and environment | 5,819,023 | 327,527 | 302,954 | 6,449,504 | 1,525,842 | |
| Sistavac Group | 17,157,945 | 9,161,744 | 112,616 | 26,432,305 | 7,509 | |
| Other | 27,704 | 4,290,708 | 344,702 | 4,663,114 | (29,115) | |
| Intersegment Income | (1,684,987) | (212,190) | 1,150,479 | (746,698) | (483) | |
| Total Spred | 21,319,685 | 13,567,789 | 1,910,751 | 36,798,225 | 1,503,753 | |
| Holding & Others | - | 2,297,972 | 30,140 | 2,328,112 | (620,595) | |
| Intersegment Income | (344,311) | (4,229,829) | 203,957 | (4,370,183) | 3,973 | |
| Consolidated | 23,700,417 | 28,207,696 | 3,685,390 | 55,593,503 | (3,167,346) |
| 30 June 2011 | ||||||
|---|---|---|---|---|---|---|
| Profit & Loss Account | Sales | Services rendered | Other operational income |
Total operational income |
Operational cash flow (EBITDA) |
|
| Tourism Operations | 3,116,119 | 15,765,160 | 2,448,964 | 21,330,243 | (6,073,269) | |
| Atlantic Ferries | - | 2,012,141 | 24,554 | 2,036,695 | (138,173) | |
| Other | - | 1,461,409 | 96,052 | 1,557,461 | 814,744 | |
| Intersegment Income | - | (1,316,167) | (109,007) | (1,425,174) | (3,473) | |
| Total Tourism | 3,116,119 | 17,922,543 | 2,460,563 | 23,499,225 | (5,400,171) | |
| Total SC Assets | 2,629,917 | 2,352,641 | 452,281 | 5,434,839 | (541,442) | |
| Energy and environment | 2,548,694 | 403,132 | 270,176 | 3,222,002 | 621,104 | |
| Sistavac Group | 29,663,925 | 8,410,605 | 726,234 | 38,800,764 | 2,629,726 | |
| Other | 34,188 | 2,591,800 | 267,049 | 2,893,037 | 76,700 | |
| Intersegment Income | - | (14,794) | - | (14,794) | (117) | |
| Total Spred | 32,246,807 | 11,390,743 | 1,263,459 | 44,901,009 | 3,327,413 | |
| Holding & Others | - | 2,058,459 | 450,031 | 2,508,490 | (664,196) | |
| Intersegment Income | (3,480,599) | (4,246,229) | 3,266,417 | (4,460,411) | 10,344 | |
| Consolidated | 34,512,244 | 29,478,157 | 7,892,751 | 71,883,152 | (3,268,052) |
The contribution of the business segments to the balance sheets as at 30 June 2012 and 31 December 2011 can be detailed as follows:
| Fixed Assets Tangible and Intangible |
Investments | Other Assets | Total Assets | Total Liabilities |
Technical investment |
Gross Debt | Net Debt |
|---|---|---|---|---|---|---|---|
| 153,525,784 | 247,390 | 198,038,624 | 351,811,798 | 230,309,178 | 1,547,786 | 3,113,539 | 1,564,736 |
| 24,074,706 | - | 1,926,337 | 26,001,044 | 24,401,144 | 7,805 | 19,581,418 | 19,463,434 |
| 199,401 | 274,154 | 183,935,996 | 184,409,551 | 240,000,937 | - | - | (3,827) |
| - | (185,889,456) | (185,889,247) | - | - | - | ||
| 177,799,891 | 521,544 | 198,011,501 | 376,332,936 | 308,822,012 | 1,555,592 | 22,694,957 | 21,024,343 |
| 47,744,998 | 59,877,588 | 110,655,922 | 218,278,508 | 197,796,222 | 349,591 | - | (522,154) |
| 14,323,876 | 2,546 | 5,000,374 | 19,326,797 | 17,108,180 | 3,762,742 | 9,674,117 | 9,665,459 |
| 634,840 | - | 51,431,585 | 52,066,425 | 16,318,144 | 384,947 | 41,799 | (295,228) |
| 1,775,465 | 3,978,214 | 48,333,457 | 54,087,137 | 24,449,271 | 101,405 | 182,860 | (989,900) |
| - | - | (20,871,831) | (20,871,831) | (20,871,449) | - | - | - |
| 16,734,182 | 3,980,760 | 83,893,586 | 104,608,527 | 37,004,146 | 4,249,094 | 9,898,777 | 8,380,330 |
| 124,301 | 8,889 | 438,472,163 | 438,605,353 | 272,328,467 | 71,379 | 244,385,745 | 244,077,894 |
| - | (465,049,225) | (468,077,191) | - | - | - | ||
| 242,403,371 | 64,388,782 | 365,983,944 | 672,776,099 | 347,873,656 | 6,225,656 | 276,979,478 | 272,960,413 |
| - (185,889,456) - (465,049,225) |
30 June 2012 |
| 31 December 2011 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance Sheet | Fixed Assets Tangible and Intangible |
Investments | Other Assets | Total Assets | Total Liabilities |
Technical investment |
Gross Debt | Net Debt |
| Tourism Operations | 157,031,744 | 247,390 | 194,444,133 | 351,723,267 | 231,119,097 | 5,983,040 | 3,466,557 | 2,938,632 |
| Atlantic Ferries | 24,755,340 | - | 1,672,236 | 26,427,576 | 23,305,133 | 78,690 | 20,291,480 | 20,204,261 |
| Other | 271,898 | 274,154 | 186,549,251 | 187,095,303 | 229,583,855 | 2,310 | 1,151 | (4,919) |
| Intersegment Adjustments | - | - (186,881,715) | (186,881,715) | (186,879,871) | - | - | - | |
| Total Tourism | 182,058,982 | 521,544 | 195,783,905 | 378,364,431 | 297,128,214 | 6,064,040 | 23,759,188 | 23,137,974 |
| Total SC Assets | 48,025,443 | 58,637,333 | 108,242,817 | 214,905,593 | 190,801,038 | 773,241 | 879 | (531,441) |
| Energy and environment | 11,253,391 | 2,546 | 4,506,946 | 15,762,883 | 14,147,725 | 3,748,308 | 10,168,918 | 10,149,905 |
| Sistavac Group | 322,342 | - | 54,857,951 | 55,180,293 | 19,283,480 | 79,391 | 1,084,721 | (854,719) |
| Other | 1,820,079 | 1,905,304 | 46,052,081 | 49,777,464 | 21,587,619 | 264,854 | 252,937 | (248,699) |
| Intersegment Adjustments | - | - | (16,312,913) | (16,312,913) | (16,313,663) | - | - | - |
| Total Spred | 13,395,812 | 1,907,850 | 89,104,064 | 104,407,726 | 38,705,161 | 4,092,553 | 11,506,577 | 9,046,486 |
| Holding & Others | 86,761 | 8,889 | 422,196,516 | 422,292,165 | 259,478,733 | 20,116 | 229,855,733 | 229,488,718 |
| Intersegment Adjustments | - | - (446,139,124) | (446,139,124) | (449,153,077) | - | - | - | |
| Consolidated | 243,566,998 | 61,075,617 | 369,188,174 | 673,830,792 | 336,960,069 | 10,949,950 | 265,122,377 | 261,141,737 |
Net debt of the Holding can be analysed as follows:
| 30 June 2012 | |
|---|---|
| Inflows | |
| Gross bank debt | 244,385,745 |
| Cash and cash equivalents | 367,016 |
| Net bank debt | 244,018,729 |
| Sonae Turismo | - |
| SC Assets | - |
| Spred | 21,932,000 |
| Intercompany ST Loans Obtained | 21,932,000 |
| Total Inflows | 265,950,729 |
| Outflows | |
| Sonae Turismo | 233,216,162 |
| SC Assets | 174,393,800 |
| Spred | 939,546 |
| Intercompany Loans Granted | 408,549,508 |
No significant events, requiring further disclosure, have occurred after 30 June 2012.
These consolidated financial statements were approved by the Board of Directors and authorized for issue on 21 August 2012.
| Notes | 30 June 2012 | 31 December 2011 | ||
|---|---|---|---|---|
| NON CURRENT ASSETS: Investments Deferred tax assets Other non current assets |
Total Non Current Assets | 4 7 5 |
542,141,999 337,362 200,578,543 743,057,903 |
542,141,999 451,247 164,370,542 706,963,788 |
| CURRENT ASSETS: | ||||
| Other current assets Cash and cash equivalents |
Total Current Assets | 6 8 |
21,029,706 301,335 21,331,041 |
21,481,201 350,634 21,831,835 |
| TOTAL ASSETS | 764,388,944 | 728,795,623 | ||
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share Capital Own shares Legal reserve |
9 9 10 |
250,000,000 (99,071) 8,307,376 |
250,000,000 (36,143) 8,307,376 |
|
| Other reserves Retained earnings |
10 | 288,710,416 - |
289,628,622 - |
|
| Profit / (Loss) for the period TOTAL EQUITY |
813,827 547,732,548 |
(918,206) 546,981,649 |
||
| LIABILITIES: | ||||
| NON CURRENT LIABILITIES: | ||||
| Bank loans Bond loans |
11 11 |
74,072,047 9,964,287 |
90,812,089 9,943,470 |
|
| Other non current liabilities | 40,912 | 63,054 | ||
| Deferred tax liabilities | 7 | 6,278 | 11,699 | |
| Total Non Current Liabilities | 84,083,524 | 100,830,312 | ||
| CURRENT LIABILITIES | ||||
| Suppliers | 92,243 | 1,638,046 | ||
| Bank loans | 11 | 78,600,000 | 47,800,000 | |
| Bond loans | 11 | 30,000,000 | 30,000,000 | |
| Other creditors Other current liabilities |
12 13 |
21,933,877 1,946,752 |
31,923 1,513,693 |
|
| Total Current Liabilities | 132,572,872 | 80,983,662 | ||
| TOTAL EQUITY AND LIABILITIES | 764,388,944 | 728,795,623 |
The accompanying notes are an integral part of these financial statements
| Notes | 30 June 2012 | 30 June 2011 | |
|---|---|---|---|
| Operational income | |||
| Other operational income | 2,705 | 322,771 | |
| Total operational income | 2,705 | 322,771 | |
| Operational expenses | |||
| External supplies and services | 14 | (191,579) | (127,744) |
| Staff costs | 15 | (178,369) | (494,715) |
| Depreciation and amortisation | - | (1) | |
| Other operational expenses | (7) | (3,000) | |
| Total operational expenses | (369,955) | (625,460) | |
| Operational profit/(loss) | (367,250) | (302,689) | |
| Financial income | 16 | 6,037,004 | 4,963,127 |
| Financial expenses | 16 | (5,084,067) | (4,576,559) |
| Net financial income/(expenses) | 952,937 | 386,568 | |
| Investment income | 16 | 382,921 | - |
| Profit/(loss) before taxation | 968,608 | 83,879 | |
| Taxation | 17 | (154,781) | (24,992) |
| Profit/(loss) for the period | 813,827 | 58,887 | |
| Profit/(loss) per share | |||
| Basic and diluted | 18 | 0.003261 | 0.000236 |
The accompanying notes are an integral part of these financial statements
| 2nd Quarter 2012 | 2nd Quarter 2011 | |
|---|---|---|
| (Unaudited) | (Unaudited) | |
| Operational income: | ||
| Other operational income | (693) | 209,354 |
| Total operational income | (693) | 209,354 |
| Operational expenses: | ||
| External supplies and services | (80,527) | (68,903) |
| Staff costs | (16,263) | (272,213) |
| Depreciation and amortisation | - | - |
| Other operational expenses | - | 18,947 |
| Total operational expenses | (96,790) | (322,169) |
| Operational profit/(loss) | (97,483) | (112,815) |
| Financial income | 3,095,421 | 3,078,492 |
| Financial expenses | (2,160,030) | (2,503,241) |
| Net financial income/(expenses) | 935,391 | 575,251 |
| Investment income | - | - |
| Profit/(loss) before taxation | 837,908 | 462,436 |
| Taxation | (215,502) | (117,655) |
| Profit/(loss) for the period | 622,406 | 344,781 |
| Profit/(loss) per share | ||
| Basic and diluted | 0.002495 | 0.001379 |
The accompanying notes are part of these financial statements
| Net profit for the period 813,827 Exchange differences arising from translating foreign operations - |
30 June 2011 |
|---|---|
| 58,887 | |
| - | |
| Share of other comprehensive income of associated undertakings and joint ventures | |
| accounted for by the equity method - |
- |
| Change in the fair value of assets available for sale - |
- |
| Change in the fair value of cash flow hedging derivatives - |
- |
| Gains on property revaluations - |
- |
| Income tax relating to components of other comprehensive income - |
- |
| Other comprehensive income for the period - |
- |
| Total comprehensive income for the period 813,827 |
58,887 |
The accompanying notes are an integral part of these financial statements
| 2nd Quarter 2012 (Unaudited) |
2nd Quarter 2011 (Unaudited) |
|
|---|---|---|
| Net profit for the period | 622,406 | 344,781 |
| Exchange differences on translating foreign operations | - | - |
| Share of other comprehensive income of associates and joint | ||
| ventures accounted by the equity method Change in the fair value of assets available for sale |
- - |
- - |
| Change in the fair value of cash flow hedging derivatives | - | - |
| Gains on property revaluation | - | - |
| Income tax relating to components of other comprehensive income | - | - |
| Other comprehensive income for the period | - | - |
| Total comprehensive income for the period | 622,406 | 344,781 |
The accompanying notes are part of these financial statements
| Sha re Cap ital |
Ow n Sha res |
Leg al Res erve |
Tra nsla tion Res erve |
Fai r Va lue Res erve |
Hed ing g Res erve |
Oth er Res erve s |
Ret ain ed Ea rnin gs |
Su b to tal |
Net fit / (lo ss) pro |
Tot al E quit y |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Bal t 1 Jan y 2 011 anc e a s a uar |
250 ,00 0,0 00 |
- | 8,1 91, 127 |
- | - | - | 287 ,41 9,8 83 |
- | 295 ,61 1,0 10 |
2,3 24, 988 |
547 ,93 5,9 98 |
| Tot al c hen sive inc e fo r th erio d om pre om e p |
- | - | - | - | - | - | - | - | - | 58, 887 |
58, 887 |
| App riat ion of p rofit rop s: |
|||||||||||
| Tra nsfe r to res erve s |
- | - | 116 ,24 9 |
- | - | - | 2,2 08, 739 |
- | 2,3 24, 988 |
(2,3 24, 988 ) |
- |
| Divi den ds dist ribu ted |
- | - | - | - | - | - | - | - | - | - | - |
| Acq uisi tion /(di sal) of sh spo own are s |
- | - | - | - | - | - | - | - | - | - | - |
| Oth ers |
- | - | - | - | - | - | - | - | - | - | - |
| Bal t 30 Ju 201 1 anc e a s a ne |
250 ,00 0,0 00 |
- | 8,3 07, 376 |
- | - | - | 289 ,62 8,6 22 |
- | 297 ,93 5,9 98 |
58, 887 |
547 ,99 4,8 85 |
| Bal t 1 Jan y 2 012 anc e a s a uar |
250 ,00 0,0 00 |
(36 3) ,14 |
8,3 07, 376 |
- | - | - | 289 ,62 8,6 22 |
- | 297 ,93 5,9 98 |
(91 06) 8,2 |
546 ,98 1,64 8 |
| Tot al c hen sive inc e fo r th erio d om pre om e p |
- | - | - | - | - | - | - | - | - | 813 ,82 7 |
813 ,82 7 |
| App riat ion of p rofit rop s: |
|||||||||||
| Use of free Re et l to ser ves cov er n oss |
- | - | - | - | - | - | (91 8,2 06) |
- | (91 8,2 06) |
918 ,20 6 |
- |
| Divi den ds dist ribu ted |
- | - | - | - | - | - | - | - | - | - | - |
| Acq uisi tion /(di sal) of sh spo own are s |
- | (62 ,92 7) |
- | - | - | - | - | - | - | - | (62 ,92 7) |
| Oth ers |
- | - | - | - | - | - | - | - | - | - | - |
| Bal Ju t 30 201 2 anc e a s a ne |
250 ,00 0,0 00 |
(99 0) ,07 |
8,3 07, 376 |
- | - | - | 288 ,71 0,4 16 |
- | 297 ,01 7,7 92 |
813 ,82 7 |
547 ,73 2,5 48 |
The accompanying notes are an integral part of these financial statements
| 30 June 2012 | 30 June 2011 | ||
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Cash paid to trade creditors | 1,763,312 | 179,070 | |
| Cash paid to employees | 317,922 | 473,019 | |
| Cash flow generated by operations | (2,081,234) | (652,089) | |
| Income taxes (paid)/received | 17,581 | 104,512 | |
| Other cash receipts/(payments) relating to operating activities | (44, 998) | (87,069) | |
| Net cash flow from operating activities [1] | (2, 143, 813) | (843, 670) | |
| INVESTMENT ACTIVITIES | |||
| Cash receipts arising from: | |||
| Interest and similar income | 5,200,990 | 3,027,224 | |
| Dividends | 382,921 | ||
| Loans granted | 90,112,000 | ||
| 5,583,911 | 93, 139, 224 | ||
| Cash payments arising from: | |||
| Loans granted | 34,911,146 | 70,556,000 | |
| 34,911,146 | 70,556,000 | ||
| Net cash flow from investment activities [2] | (29, 327, 235) | 22,583,224 | |
| FINANCING ACTIVITIES | |||
| Cash receipts arising from: | |||
| Loans obtained | 46,732,000 | 50,749,000 | |
| 46,732,000 | 50,749,000 | ||
| Cash Payments arising from: | |||
| Interest and similar costs | 4,447,325 | 3,935,681 | |
| Acquisition of own shares | 62,927 | ||
| Loans obtained | 10,800,000 | 67,600,000 | |
| Net cash flow from financing activities [3] | 15,310,252 | 71,535,681 | |
| 31,421,748 | (20, 786, 681) | ||
| Net increase/(decrease) in cash and cash equivalents $[4] = [1]+[2]+[3]$ | (49, 300) | 952,873 | |
| Cash and cash equivalents at the beginning of the period | 350,634 | 27,355 | |
| Cash and cash equivalents at the end of the period | 8 | 301,335 | 980,227 |
The accompanying notes are an integral part of these financial statements
The Board of Directors
and the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the comp
| 2 nd Quarter 2012 (Unaudited) |
2 nd Quarter 2011 (Unaudited) |
|
|---|---|---|
| OPERATING ACTIVITIES | ||
| Cash paid to trade creditors | 38,201 | 60,175 |
| Cash paid to employees | 252,949 | 171,934 |
| Cash flow generated by operations | (291, 150) | (232, 109) |
| Income taxes (paid)/received | 141 | 1,647 |
| Other cash receipts/(payments) relating to operating activities | 3,529 | 57,750 |
| Net cash flow from operating activities [1] | (287, 762) | (176,006) |
| INVESTMENT ACTIVITIES | ||
| Cash receipts arising from: | ||
| Interest and similar income | 564 | 7,660 |
| Dividends | 382,921 | |
| Loans granted | 90,112,000 | |
| 383,485 | 90,119,660 | |
| Cash payments arising from: | ||
| Investments | ||
| Tangible assets | ||
| Loans granted | 4,089,300 | 54,912,000 |
| 4,089,300 | 54,912,000 | |
| Net cash flow from investment activities [2] | (3,705,815) | 35,207,660 |
| FINANCING ACTIVITIES | ||
| Cash receipts arising from: | ||
| Loans obtained | 751,000 | 35,896,000 |
| 751,000 | 35,896,000 | |
| Cash Payments arising from: | ||
| Interest and similar costs | 1,413,320 | 2,799,327 |
| Acquisition of own shares | 8,011 | 0 |
| Loans obtained | (4,950,000) | 67,600,000 |
| (3,528,669) | 70,399,327 | |
| Net cash from financing activities [3] | 4,279,669 | (34, 503, 327) |
| Net increase/(decrease) in cash and cash equivalents $[4] = [1]+[2]+[3]$ | 286,092 | 528,327 |
| Cash and cash equivalents at the beginning of the period | 15,242 | 451,901 |
| Cash and cash equivalents at the end of the period | 301,335 | 980,227 |
The accompanying notes are part of these financial statements
The Board of Directors
Contract of the Contract of the Contract of The Contract of The Contract of The Contract of The Contract of T
(Amounts expressed in euro)
Sonae Capital, SGPS, SA ("the Company" or "Sonae Capital") whose registered office is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, was set up on 14 December 2007 by public deed, following the demerger from Sonae, SGPS, SA of the whole of the shareholding in the company formerly named Sonae Capital, SGPS, SA, now named SC, SGPS, SA, in compliance with paragraph a) of article 118 of the Commercial Companies Code.
The Company's financial statements are presented as required by the Commercial Companies Code. According to Decree-Law 35/2005 of 17 February, the Company's financial statements have been prepared in accordance with International Financial Reporting Standards.
The principal accounting policies adopted in preparing the accompanying individual financial statements are consisting with those used in the financial statements presented for the year ended 31 December 2011.
The accompanying financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), applicable to financial years beginning on 1 January 2011.
The accompanying financial statements have been prepared from the books and accounting records on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.
During the period there were no changes in accounting policies or prior period errors.
As at 30 June 2012 and 31 December 2011 Investments are detailed as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Investments in affiliated and associated undertakings | 542,138,253 | 542,138,253 |
| Investments in other companies | ||
| Sonae RE - (0,04%) | 1,200 | 1,200 |
| Fundo Invest. Imob. Imosonae Dois - (0,001%) | 2,546 | 2,546 |
| 542,141,999 | 542,141,999 |
As at 30 June 2012 and 31 December 2011, the detail of Investments in Affiliated and Associated Companies is as shown in the table below.
Investments carried at cost correspond to those in unlisted companies and for which a fair value cannot be reliably estimated.
| 30 June 2012 | 31 December 2011 | |||||||
|---|---|---|---|---|---|---|---|---|
| Company | % Held | Fair Value |
Book Value | Fair Value Reserve |
% Held | Fair Value |
Book Value | Fair Value Reserve |
| SC, SGPS, SA | 100.00% | ٠. | 382,638,253 | $\overline{\phantom{a}}$ | 100.00% | $\overline{\phantom{a}}$ | 382,638,253 | |
| Spred, SGPS SA | 54.05% | - | 40,000,000 | 54.05% | $\overline{\phantom{a}}$ | 40,000,000 | ||
| SC Assets, SGPS, SA | 76.64% | ۰. | 82,000,000 | 76.64% | $\overline{\phantom{a}}$ | 82,000,000 | ||
| Sonae Turismo, SGPS SA | 23.08% | $\overline{\phantom{0}}$ | 37,500,000 | 23.08% | $\overline{\phantom{a}}$ | 37,500,000 | ||
| Total | 542,138,253 | $\overline{\phantom{a}}$ | 542,138,253 |
As at 30 June 2012 and 31 December 2011 Other Non Current Assets are detailed as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Loans granted to group companies: | ||
| SC, SGPS, SA | 142,350,743 | 106,142,742 |
| SC Assets, SGPS, SA | 58,227,800 | 58,227,800 |
| 200,578,543 | 164,370,542 |
These assets were not due or impaired as at 30 June 2012. The fair value of loans granted to Group companies is basically the same as their book value.
As at 30 June 2012 and 31 December 2011 Other Current Assets can be detailed as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Group companies - Short term loans: | ||
| SC, SGPS, SA | 11,781,100 | 1,690,381 |
| SC-Consultadoria, SA | 3,413,021 | |
| Sonae Turismo-SGPS,SA | 10,916,552 | |
| SC Assets, SGPS, SA | 2,942,000 | |
| Income tax withheld | 302,421 | 298,516 |
| Other Debtors | 5,694 | 9,956 |
| Accrued income | 5,962,850 | 5,128,767 |
| Deferred costs | 35,640 | 24,008 |
| 21,029,706 | 21,481,201 |
Loans granted to group companies bear interest at market rates and are repayable within one year.
Deferred tax assets and liabilities as at 30 June 2012 and 31 December 2011 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||||
|---|---|---|---|---|---|---|
| 30 June 2012 | 31 December 2011 | 30 June 2012 | 31 December 2011 | |||
| Tax losses carried forward | 337.362 | 451.247 | - | |||
| Others | $\overline{\phantom{a}}$ | 6.278 | 11.699 |
During the periods ended 30 June 2012 and 31 December 2011, movements in Deferred tax are as follows:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 30 June 2012 | 31 December 2011 | 30 June 2012 | 31 December 2011 | |
| Opening balance | 451,247 | 157,965 | 11,699 | 22,586 |
| Effect in results: | ||||
| Tax losses carried forward | (113, 885) | 293,282 | ||
| Others | (5, 421) | (10, 887) | ||
| 337,362 | 451,247 | 6,278 | 11,699 | |
| Effect in reserves: | ||||
| Closing balance | 337,362 | 451,247 | 6,278 | 11,699 |
As at 30 June 2012 and 31 December 2011 Cash and Cash Equivalents can be detailed as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Cash | 1,004 | 1,004 |
| Bank deposits | 300,331 | 349,631 |
| Cash and cash equivalents in the balance sheet | 301,335 | 350,634 |
| Bank overdrafts | - | |
| Cash and cash equivalents in the cash flow statement | 301,335 | 350,634 |
As at 30 June 2012 and 31 December 2011, the share capital is represented by 250,000,000 ordinary shares with a nominal value of 1 euro each.
Up to 30 June 2012, Sonae Capital SGPS, S.A. bought 270,600 own shares in the stock market, representing 0.108% of its share capital, for a total consideration of 54,916 euro. As at 30 June 2012 the total number of own shares held by the company is 422,200, representing 0.169% of the share capital.
As at 30 June 2012, and 31 December 2011 the caption Other Reserves can be detailed as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Free reserves | 155,973,092 | 156,954,227 |
| Demerger reserve | 132,638,252 | 132,638,252 |
| Own shares reserve | 99,071 | 36,143 |
| 288,710,416 | 289,628,622 |
The demerger reserve (Note 1), corresponds to the difference between the book value of the shareholding in SC, SGPS, SA (382,638,252 euro) which was spun off from Sonae, SGPS, SA to the Company, and the value of the share capital of the Company (250,000,000 euro). This reserve, which has a treatment similar to that of a Legal Reserve, according to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.
Legal Reserve: According to the Company Law, at least 5% of the annual net profit must be transferred to the legal reserve until it represents 20% of share capital. This reserve cannot be distributed to shareholders, unless the company is liquidated, but can be used to cover prior year losses, once other reserves have been used fully, or for capital increases. As at 30 June 2012 the value of this caption is 8,307,376 euro.
As at 30 June 2012 and 31 December 2011 this caption included the following loans:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Bank loans - Commercial paper | 43,450,000 | 58,250,000 |
| Bank Joans - Term Joan | 31,000,000 | 33,000,000 |
| Up-front fees not yet charged to income statement | (377,953) | (437,911) |
| Bank loans - non current | 74,072,047 | 90,812,089 |
| Nominal value of bonds | 10,000,000 | 10,000,000 |
| Up-front fees not yet charged to income statement | (35, 713) | (56, 531) |
| Bond Loans | 9,964,287 | 9,943,470 |
| Total non-current loans | 84,036,334 | 100,755,559 |
| Bank loans - Commercial paper | 76,600,000 | 47,150,000 |
| Bank Joans - Term Joan | 2,000,000 | 650,000 |
| Bank loans - current | 78,600,000 | 47,800,000 |
| Bond Loans | 30,000,000 | 30,000,000 |
| Total current bank loans | 108,600,000 | 77,800,000 |
The caption Non Current Bank Loans relates to amounts issued detailed as follows:
The bank loans mentioned above bear interest at market rates, indexed to the Euribor of each issue period.
The average interest rate of these bond loans as at 30 June 2012 was 3.664%.
The caption Current Bank Loans relates to amounts issued, detailed as follows:
The above loans are not guaranteed, and their fair value is considered to be close to their book value, in view of the fact that interest payable on them is indexed to variable market rates.
There are no Derivatives.
As at 30 June 2012 and 31 December 2011, these captions were made up as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Other creditors | ||
| Group companies - Short term loans: | ||
| Spred, SGPS, SA | 21,932,000 | |
| Other creditors | 1,877 | 31,923 |
| 21,933,877 | 31,923 |
Loans obtained from group companies bear interest at market rates and are repayable within one year.
As at 30 June 2012 and 31 December 2011, these captions were made up as follows:
| 30 June 2012 | 31 December 2011 | |
|---|---|---|
| Other current liabilities | ||
| Taxes payable | 66,486 | 95,128 |
| Accruals: | ||
| Staff costs | 234,806 | 376,622 |
| Interest payable | 1,613,042 | 993,925 |
| Other accruals | 31,660 | 42,717 |
| Deferred income | 758 | 5,301 |
| 1,946,752 | 1,513,693 |
As at 30 June 2012 and 30 June 2011, External Supplies and Services can be detailed as follows:
| 30 June 2012 | 30 June 2011 | |
|---|---|---|
| Operational rents | 18,619 | 38,850 |
| Insurance costs | 25,340 | 23,700 |
| Travelling expenses | 9,473 | 7,453 |
| Services obtained | 133,381 | 42,345 |
| Other services | 4,765 | 15,396 |
| 191,579 | 127,744 |
As at 30 June 2012 and 30 June 2011, Staff Costs are made up as follows:
| 30 June 2012 | 30 June 2011 | |
|---|---|---|
| Governing bodies' remunerations | 146,029 | 364,617 |
| Staff's remunerations | $\overline{\phantom{a}}$ | 78,537 |
| Social security contributions | 23,448 | 37,258 |
| Other staff costs | 8,892 | 14,302 |
| 178,369 | 494.715 |
As at 30 June 2012 and 30 June 2011, Net Financial Expenses and Investment Income can be detailed as follows:
| 30 June 2012 | 30 June 2011 | |
|---|---|---|
| Interest payable and similar expenses | ||
| Interest arising from: | ||
| Bank loans | (3,207,876) | (2,587,179) |
| Bonds | (635, 944) | (534,082) |
| Other | (186, 296) | (326, 823) |
| Other financial expenses | (1,053,952) | (1, 128, 475) |
| (5,084,067) | (4, 576, 559) | |
| Interest receivable and similar income | ||
| Interest income | 6,037,004 | 4,963,127 |
| 6,037,004 | 4,963,127 | |
| Net financial expenses | 952,937 | 386,568 |
| Investment income | 382,921 |
As at 30 June 2012, Investment Income of 382,921 euro relates to dividends paid by an associated company.
As at 30 June 2012 and 30 June 2011, Taxation is made up as follows:
| 30 June 2012 | 30 June 2011 | |
|---|---|---|
| Current tax | (46, 317) | (6,073) |
| Deferred tax | (108, 464) | (18,920) |
| (154, 781) | (24,992) | |
Earni into c ngs per shar consideratio re for the six n the follow x months pe ing amounts eriods ended s: d 30 June 20 12 and 2011 1 were calcu ulated taking gy
| 30 June 2012 2 |
30 June 2011 | |
|---|---|---|
| Net p profit |
||
| Net p profi t taken int to considera ti on to calcula t e basic |
||
| ea rni ings per share e (Net profi t fo r the period ) |
8 13,827 |
5 8,887 |
| Effec t of dilutive po otential s ha re s |
‐ | ‐ |
| Net p profi t taken int to considera ti on to calcula t e |
||
| dilut ed ea rnings p er s ha re |
8 13,827 |
5 8,887 |
| Numb ber of shares |
||
| alcula te Weig ghted average number of s ha ares used to c |
||
| basic c ea rnings per r s ha re |
249,59 98,250 |
250,00 00,000 |
| Weig ghted average number of s ha ares used to c alcula te |
||
| dilut ed ea rnings p er s ha re |
249,59 98,250 |
250,00 00,000 |
| Earnin ngs per share (b basic and diluted d) |
0.0 003261 |
0.00 00236 |
Art 5 n r 4 of Decree‐Law w nr 495/88 of 30 0 December chan nged by art 1 of D Decree‐Law nr 318 8/94 of 24 Decem mber
In the SC, SG e period end GPS, SA. ded 30 June 2012 shareh holders' loan n contracts w were entered d into with t he company
In the Asset e period end ts, SGPS, SA a ded 30 June 2 and Spred, S 2012 short‐te SGPS, SA. erm loan con ntracts were entered wit th the compa anies SC
As at 30 June 201 12 amounts d due by affilia ated compan nies can be su ummarized a as follows:
Loa n s and Short te erm loans gra nted
| Comp panies |
Closing B Bala nce |
|---|---|
| SC, SG GPS, SA |
154, ,131,843 |
| SC As sse ts, SGPS, SA A |
61, ,169,800 |
| 215, ,301,643 |
|
| pital, SGPS, SA |
Rep ort and Acc counts |
As at 30 June 2012 amounts due to affiliated companies can be summarized as follows: Short term loans obtained
| Companies | Closing Balance |
|---|---|
| Spred , SGPS, SA | 21,932,000 |
| 21,932,000 |
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 21 August 2012.
1 In accordance with the Portuguese Securities Market legislation ("Código dos Valores Mobiliários"), we present our Limited Review Report on the consolidated and individual information for the period of six months ended June 30, 2012 of Sonae Capital, SGPS, SA, included: in the management report, in the Consolidated and Individual balance sheet (which shows total assets of 672.776.097 Euros and 764.388.944 Euros, respectively, a total consolidated equity of 324.902.439 Euros, which includes non-controlling interests of 8.877.224 Euros and individual of 547.732.548 Euros, a net consolidated loss of 12.450.477 Euros and a net individual profit of 813.827 Euros), in the Consolidated and Individual income statement by nature, in the Consolidated and Individual statement of comprehensive income, in Consolidated and Individual statement of changes in equity, in the Consolidated and Individual cash flow statement for the period then ended, and in the corresponding notes.
2 The amounts in consolidated and individual financial statements, as well as those in the additional financial information, are derived from accounting records.
3 It is the responsibility of the Company's Board of Directors: (a) to prepare consolidated and individual financial information that present fairly, in all material respects, the financial position of the company and its subsidiaries, the consolidated and individual results, the consolidated and individual comprehensive income of their operations, the changes in consolidated and individual equity, the consolidated and individual cash flows; (b) to prepare historic financial information in accordance with International Financial Reporting Standards as adopted by the EU, in particular with international accounting standard nº 34 – Interim Financial Reporting, and which is complete, true, timely, clear, objective and lawful, as required by the Portuguese Securities Market Code; (c) to adopt adequate accounting policies and criteria; (d) to maintain appropriate systems of internal control; and (e) to disclose any relevant matters which have influenced their activity, financial position or results.
4 Our responsibility is to verify the financial information included in the above mentioned documents, namely if it is complete, true, timely, clear, objective and lawful, as required by the Portuguese Securities Market Code, and to issue an independent and professional report based on our work.
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.com/pt Matriculada na Conservatória do Registo Comercial sob o NUPC 506 628 752, Capital Social Euros 314.000
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente. Sede: Palácio Sottomayor, Rua Sousa Martins, 1 - 3º, 1069 - 316 Lisboa, Portugal Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na Comissão do Mercado de Valores Mobiliários sob o nº 9077
5 Our work was performed with the objective of obtaining moderate assurance as to whether the financial information referred to above is free of material misstatement. Our work, which was performed in accordance with the Standards and Technical Recommendations approved by the Portuguese Institute of Statutory Auditors, was planned in accordance with that objective, and consisted, mainly, of in inquiries and analytical procedures to review: (i) the reliability of the assertions in the financial information; (ii) the adequacy of the accounting principles adopted considering the circumstances and their consistent application; (iii) the applicability, or otherwise, of the going concern basis of accounting; (iv) the presentation of the financial information; and (v) if the consolidated and individual financial information is complete, true, timely, clear, objective and lawful.
6 Our work also covered the verification of the consistency of the financial information included in the management report with the remaining documents referred to above.
7 We believe that our work provides a reasonable basis for issuing this report on half year financial information.
8 Based on our work, which was performed with the objective of obtaining moderate assurance, nothing has come to our attention that leads us to conclude that the consolidated and individual financial information for the period of six months ended June 30, 2012 contains material misstatements that affect its conformity with the International Financial Reporting Standards (IFRS), as adopted in the EU, in particular with international accounting standard nº 34 – Interim Financial Reporting and that it is not complete, true, timely, clear, objective and lawful.
9 Based on our work, nothing has come to our attention that leads us to conclude that the information included in the management report is not consistent with the consolidated and individual financial information for the period.
August 21, 2012
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:
Hermínio António Paulos Afonso, R.O.C.
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