Annual Report • Nov 14, 2008
Annual Report
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SONAE CAPITAL, SGPS, SA Head Office: Lugar do Espido, Via Norte, Maia Share Capital: 250,000,000 Euro Maia Commercial Registry and Fiscal Number 508 277 756 Sociedade Aberta
(Translation from the Portuguese Original)
| 1. | Highlights | 4 |
|---|---|---|
| 2. | Consolidated Financial Statements Review | 5 |
| 3. | Business Review | 7 |
| 4. | Share Price Performance | 16 |
| - Glossary |
18 | |
| II. Consolidated |
Financial Statements |
19 |
III. Individual Financial Statements 45
(Translation from the Portuguese Original)
Note: Unless otherwise stated, comparable figures (presented within brackets), percent or absolute changes mentioned in this report are referred to the comparable period of the previous year for performance figures and to the year end 2007 for financial position figures.
• Turnover, on a like for like basis, up 4.6% to 143.5 million euro…
…with growth still driven by the good performance in Selfrio Group and the Ferry transport at Tróia (begun in October 2007) despite the decrease in contribution to the top line of asset disposals in the Asset Management division (when compared to the same period last year). Considering the contribution of the Plywood business turnover increased 19% to 163.8 million.
• EBITDA, on a like for like basis, amounted to negative 1.9 million euro…
…reflecting the non-capitalised costs associated with the development, promotion and marketing of Troiaresort. The lower EBITDA level when compared to the same period last year is also attributable to lower real estate asset disposals and the significant overhauling of the Hotels business in Tróia. Considering the contribution of the Plywood business EBITDA was negative 5.3 million euro.
• Profit for the period, on a like for like basis, reached 36.5 million euro…
…impacted by investment income of 59.6 million euro mainly associated with capital gains on the sale of Contacto – Sociedade de Construções, SA and of Choice Car, SGPS, SA. Considering the contribution of the Plywood business net profit was 31.1 million euro.
Like for like figures do not take into consideration the contribution of the Plywood business (3 month contribution in terms of performance figures), which was included on consolidation from 30 June 2008 onwards, as a result of the regain of control by Sonae Capital after the termination of the phased sale agreement of Plysorol, announced in May. During 2007, this business was not consolidated. Like for like comparisons are used consistently throughout the report when applicable.
Given that Sonae Capital, SGPS, SA was incorporated as part of a demerger from Sonae, SGPS, SA, no historical consolidated financial statements exist for the company, since it was exempt from preparing them as a wholly owned affiliate of Sonae, SGPS, SA.
Thus, to ensure comparability of financial data, pro forma financial statements were produced for the year 2007 (profit and loss account for the nine month period ended 30 September 2007 and balance sheet as at 31 December 2007), considering a historical business portfolio equivalent to the current business portfolio of Sonae Capital, SGPS, SA.
Therefore, the pro forma consolidated financial statements do not include the contribution of Contacto – Sociedade de Construções, SA sold on 21 February 2008.
Additionally, following last May´s announcement that Sonae Capital is negotiating the termination of the phased disposal agreement of its shareholding in Elmo (Plysorol Group, operating in the Plywood sector) and the ensuing regain of its control by Sonae Capital, the financial position of Sonae Capital as at 30 September 2008 includes the contribution of Elmo and its subsidiaries and the consolidated income statement includes the contribution of this business from the beginning of the second half of the year onwards.
| Turnover | 3Q 2008 | 3Q 2007 | ∆ | 9M 2008 | 9M 2007 | ∆ | ||
|---|---|---|---|---|---|---|---|---|
| Tourism | 11,475.1 | 18,589.9 | -38.3% | 34,784.1 | 39,152.2 | -11.2% | ||
| Spred | 61,227.7 | 32,120.3 | 90.6% | 131,300.2 | 98,686.5 | 33.0% | ||
| Holding & Others | 115.3 | 511.2 | -77.5% | 206.8 | 1,084.8 | -80.9% | ||
| Eliminations & Adjustments |
(1,808.7) | (525.7) | - | (2,485.3) | (1,783.1) | 39.4% | ||
| Total | 71,009.5 | 50,695.7 | 40.1% | 163,805.9 | 137,140.3 | 19.4% | ||
| Unit: 103 Euro |
Turnover for the first nine months of the year, on a like for like basis, reached 143.5 million euro, a 6.4 million euro increase explained by: i) strong revenue growth in Selfrio Group; ii) ferry transport at Tróia contributed with nine months operations; iii) lower contribution of real estate asset disposals to top line (for details of each business please refer to the specific paragraph in the Business Review chapter). Considering Plysorol, turnover for the period was 163.8 million euro, a 19.4% increase.
| Operational Cash Flow (EBITDA) |
3Q 2008 | 3Q 2007 | ∆ | 9M 2008 | 9M 2007 | ∆ |
|---|---|---|---|---|---|---|
| Tourism | (2,665.4) | 2,813.5 | - | (5,784.2) | 293.3 | - |
| Spred | (236.8) | 2,066.5 | - | 3,510.6 | 5,736.2 | -38.8% |
| Holding & Others | (838.6) | (490.0) | -71.1% | (2,950.3) | (1,509.2) | -95.5% |
| Eliminations & Adjustments |
(98.9) | (0.2) | - | (98.9) | 0.0 | - |
| Total | (3,839.6) | 4,389.8 | - | (5,322.8) | 4,520.4 | - |
| 9M 2008 | 9M 2007 | |
|---|---|---|
| (5,784.2) | 293.3 | |
| 3,510.6 | 5,736.2 | $-38.8%$ |
| (2,950.3) | (1,509.2) | $-95.5%$ |
| (98.9) | 0.0 | |
| (5,322.8) | 4,520.4 |
Unit: 103 Euro
Sonae Capital, SGPS, SA Report and Accounts 5
30 September 2008
Operational cash-flow (EBITDA), on a like for like basis, stood at negative 1.9 million euro, a drop of 6.4 million euro reflecting the very early stage of development of Troiaresort (recent conclusion of Central Area and real estate sales not yet materialised) and the revamping of the hotel business in Tróia. Considering Plysorol, operational cash-flow (EBITDA) was negative 5.3 million euro.
Operational profit (on a like for like basis) for the period stood at negative 10.9 million euro a drop of 10.2 million euro also reflecting impairment losses recorded on the first quarter on Others Debtors. Plysorol contributed with an additional negative 4.4 million euro.
Net financial expenses stood at 9.6 million euro (8.3 million euro) a 0.4 million euro increase on a like for like basis and an additional 0.9 million euro from Plysorol.
Investment income for the period reached 59.6 million euro, reflecting mainly capital gains from the following disposals:
A meaningful assessment of the amount invested in the period, requires a two-fold analysis, complementing the capex figure with the amount recorded as work in progress in real estate companies, for projects under development.
| Capex | 9M 2008 |
|---|---|
| Tourism | 75,771.0 |
| Spred | 3,409.9 |
| Holding & Others | 48.5 |
| Total | 79,229.4 |
| Unit: 103 Euro |
In the first nine months of the year, capex amounted to 79.2 million euro, with main contributors being:
Real estate projects currently under development contributed with 47.4 million euro to changes in work in progress recorded in the period. 41.6 million euro from projects at Troiaresort and 7.3 from the Efanor project.
As at 30 September 2008 net debt amounted to 284.0 million euro, an 111.8 million euro increase compared to the end of 2007 and up 49.7 million euro on 30 June 2008 figure.
Gearing reached 78.3%, compared to 48.1% in 2007.
| 3Q 2008 | 3Q 2007 | ∆ | 9M 2008 | 9M 2007 | ∆ | |
|---|---|---|---|---|---|---|
| Turnover | 969.6 | 1,125.4 | -13.8% | 2,358.7 | 1,125.4 | - |
| Operational Cash-Flow (EBITDA) |
(2,826.5) | (4,409.0) | -35.9% | (8,250.3) | (7,689.2) | -7.3% |
| Contribution to consolidated figures | Unit: | 103 Euro |
Over the first nine months growth in turnover still reflects sales of City Flats apartments essentially recorded from the third quarter of 2007 onwards.
Operational cash-flow (EBITDA) for the period reflects the non-capitalized costs of Troiaresort development and marketing.
The third quarter of the year saw the conclusion of the urban upgrading and landscaping works in the Central Area (UNOP 1) of Troiaresort. The works in Aqualuz Tróia Mar (4 star suite apartment hotel) were concluded and the unit was officially opened.
Construction works for the underground parking lots (P1, P3 and P5) were also concluded and the respective permits were
issued by Grândola city authorities.
[Beach Apartments - Troiaresort]
The following works are still underway:
The transfer of ownership of the apartment units of Marina and Praia Sado (former Praia I) buildings is already possible since the necessary approvals and licences have been obtained. Up to date data on deeds already signed is available on the sales data table below. The necessary steps to obtain the licenses for Praia Arrábida and Praia Atlântico apartments are underway and are expected soon.
The sales pace of the projects under commercialization (Marina and Beach apartments and Golf and Beach Villa plots) slowed down reflecting the more cautious stance of prospective buyers in the face of the international crisis. Nevertheless, the number of visitors at Troiaresort and at the two sales offices has increased noticeably since the official opening on 8 September.
| Agreements | Promissory Purchase | Deeds | Total Number Units (Sold + Pre |
|||||
|---|---|---|---|---|---|---|---|---|
| #1 | Area2 | Price3 | # | Area2 | Price3 | Sold) | ||
| Beach Apartments (211 units) |
103 | 127.2 | 4,018 | - | - | - | 103 | |
| Marina Apartments (78 units) |
47 | 83.6 | 3,884 | 5 | 80.5 | 3,774 | 52 | |
| Golf and Beach Villa Plots4 (96 units) |
21 | 2,100.5 | 563 | 3 | 2,329.7 | 594 | 24 |
1 Number of pre sold units (Promissory Purchase Agreement) net of units with deeds already signed. 2 Average areas (m2
), including indoor areas as well as balcony and terrace areas. 3
Average sales price (€/m2 ). 4
All plots have a GCA of 343.8 m2 .
In the Efanor project, the construction of the Delfim Pereira da Costa building is underway within schedule. Marketing efforts have been reduced to a minimum in face of the tougher market conditions and are expected to resume as soon as the showcase apartment is concluded (expected for March 2009).
[Garden and leisure area - Efanor]
As reported, Efanor's school was concluded on time and the inauguration took place on 9 September.
| Apartments Sold1 |
Average Area (m2 2 ) |
Average Sales Price (€/m2 ) |
Rentals3 | |
|---|---|---|---|---|
| City Flats/Lofts - Quinta das Sedas - Building E (106 units) |
5 | 57.4 | 2,029 | 13 |
| City Flats/Lofts - Quinta das Sedas - Building F (106 units) |
88 | 49.6 | 2,020 | 0 |
| Efanor - Building Delfim Pereira da Costa (40 units) |
1 | 190.2 | 2,497 | n.a. |
1 91 sales deeds already signed.
2 Includes indoor area as well as balcony and terrace areas. 3
8 of these rental contracts have an embedded purchase option.
| 3Q 2008 | 3Q 2007 | ∆ | 9M 2008 | 9M 2007 | ∆ | ||
|---|---|---|---|---|---|---|---|
| Turnover | 1,564.8 | 7,536.9 | -79.2% | 6,271.7 | 12,385.8 | -49.4% | |
| Operational Cash-Flow (EBITDA) |
664.5 | 5,644.8 | -88.2% | 2,390.4 | 5,611.2 | -57.4% | |
| Contribution to consolidated figures | Unit: 103 | Euro |
Turnover for the first nine months amounted to 6.3 million euro (12.4 million euro) and operational cash-flow (EBITDA) was 2.4 million euro (5.6 million euro). Change in activity level is due to a lower level of asset disposals.
Revenue can be broken down as follows:
| 9M 2008 | 9M 2007 | |||||||
|---|---|---|---|---|---|---|---|---|
| Turnover by Type | Value | Weight | Value | Weight | ∆ | |||
| Sale of Real Estate Assets | 1,141.0 | 18% | 7,155.4 | 58% | -84% | |||
| Rents | 4,155.7 | 66% | 4,405.4 | 36% | -6% | |||
| Car Parks | 356.9 | 6% | 321.1 | 3% | 11% | |||
| Condominium Management | 473.6 | 8% | 475.6 | 4% | 0% | |||
| Management Services | 144.5 | 2% | 28.2 | 0% | - | |||
| Total | 6,271.7 | 100% | 12,385.7 | 100% | -49% | |||
| Unit: 103 Euro |
During the first nine months of 2008, several real assets were sold. Additionally, in July, the entire shareholding in Águas Furtadas – Sociedade Agrícola, SA, owner of several plots of land located in Soure, was sold for a total consideration of 0.9 million euro whereas, in 2007, a plot of land located in Senhora da Hora, Matosinhos, was sold for 5.5 million euro.
| 3Q 2008 | 3Q 2007 | ∆ | 9M 2008 | 9M 2007 | ∆ | |
|---|---|---|---|---|---|---|
| Turnover | 8,847.8 | 9,837.8 | -10.1% | 25,939.4 | 25,381.5 | 2.2% |
| - Hotels | 3,657.6 | 4,693.7 | -22.1% | 10,041.7 | 10,087.7 | -0.5% |
| - Fitness | 4,074.0 | 4,140.3 | -1.6% | 13,325.2 | 12,667.9 | 5.2% |
| - Funcenter | 760.6 | 872.1 | -12.8% | 2,103.0 | 2,210.0 | -4.8% |
| - Others | 355.5 | 131.7 | - | 469.5 | 415.9 | 12.9% |
| Operational Cash Flow (EBITDA) |
(592.7) | 1,818.9 | - | 268.2 | 3,273.2 | -91.8% |
| - Hotels | (1,315.3) | 622.7 | - | (2.977.0) | (367.2) | - |
| - Fitness | 890.9 | 1,061.3 | -16.1% | 3,523.1 | 3,385.4 | 4.1% |
| - Funcenter | 96.1 | 180.4 | -46.7% | 287.5 | 308.9 | -6.9% |
| - Others | (264.4) | (45.5) | - | (565.4) | (53.9) | - |
| 9M 2008 | 9M 2007 | $\Lambda$ |
|---|---|---|
| 25,939.4 | 25,381.5 | 2.2% |
| 10,041.7 | 10,087.7 | $-0.5%$ |
| 13,325.2 | 12,667.9 | 5.2% |
| 2,103.0 | 2,210.0 | $-4.8%$ |
| 469.5 | 415.9 | 12.9% |
| 268.2 | 3,273.2 | $-91.8%$ |
| (2.977.0) | (367.2) | |
| 3,523.1 | 3,385.4 | 4.1% |
| 287.5 | 308.9 | $-6.9\%$ |
| (565.4) | (53.9) |
Contribution to consolidated figures Unit: 103
Euro
[Aqualuz Lagos Suite Hotel Apartamentos]
The third quarter's milestone was the launch of operations at the Troiaresort, comprising: the inauguration of Aqualuz Tróia Mar, a four star suite apartment hotel with 76 apartments, Wellness Centre & SPA centre and food and beverage area, managed under the brand Aqualuz Suite Hotel Apartamentos; the beginning of operations of Tróia Marina, and; the opening of Troiamarket.
The remaining Aqualuz hotel units in Tróia, Aqualuz Troia Rio and Aqualuz Troia Lagoa, are due to open until the end of 2008, contributing to the appeal of Troiaresort as a new tourism destination in Portugal.
[Aqualuz Tróia Mar Suite Hotel Apartamentos]
Turnover amounted to 10.0 million euro as at 30 September 2008, remaining in line with last year's comparable figure. The main contributor to this figure was Hotel Porto Palácio with 8.6 million euro (8.7 million euro). On a quarterly basis, the third quarter of the year witnessed a decrease of 22.1%, mostly due to the anticipated decrease in the turnover associated with the business area of events and catering of Hotel Porto Palácio, since the third quarter of 2007 was positively impacted by non-recurrent events which took place in Porto.
Nonetheless, operational performance indicators are still positive, confirming the appropriateness of commercial policies adopted and the positioning of Hotel Porto Palácio. Average daily revenue amounted to 103 euro, 10% over that of the first nine months of 2007.
Operational cash-flow (EBITDA), negative 3 million euro, is essentially due to the closure of operations in Tróia during the first 8 months of the year and its pre-(re)opening costs, which contributed with a negative 2.4 million euro. The Boavista complex, considering the expected recurrent decrease of activity in the third quarter, showed a negative 1.2 million euro operational cash-flow (EBITDA) for the nine months ended in September, while the Aqualuz Lagos Suite Hotel Apartment posted a positive operational cash-flow (EBITDA) of 0.6 million euro year to date.
Economical and financial indicators evidence the good performance of this business throughout the year. Year to date turnover amounted to 13.3 million euro and operational cash-flow (EBITDA) exceeded 3.5 million euro, both higher than third quarter 2007 figures.
In the third quarter, the temporary closure of two health clubs for improvement and refurbishment works, adversely impacted the quarter's profitability, with operational cash flow (EBITDA) reaching 0.9 million euro (1.0 million euro).
[Solinca Health club]
Average number of active members amounted to 28,524.
This business segment includes Tróia Golf and the recently opened Tróia Marina and gourmet supermarket Troiamarket (both in mid August 2008).
| 3Q 2008 | 3Q 2007 | ∆ | 9M 2008 | 9M 2007 | ∆ | ||
|---|---|---|---|---|---|---|---|
| Turnover | 20,668.3 | 16,258.8 | 27.1% | 57,330.9 | 48,786.2 | 17.5% | |
| Operational Cash-Flow (EBITDA) |
1,859.8 | 1,986.2 | -6.4% | 5,270.3 | 4,405.8 | 19.6% | |
| Unit: 103 Contribution to consolidated figures |
Euro |
The third quarter of 2008 confirmed the growth of the turnover of Selfrio Group companies reaching 57.3 million euro, a 17.5% increase. This growth was mainly driven by the strong activity of Sistavac (heating, ventilation, air conditioning and related electrical installations) reinforcing the growth of previous quarters and consolidating a 47.1% growth over last year. The performance of the refrigeration and maintenance businesses remained in line with that of 2007.
[Maintenance services]
Operational cash-flow (EBITDA) of Selfrio Group reached 5.3 million euro, increasing 19.6%. Expectations are that this growth will remain in the two digits level by the end of the year. The good performance of the Selfrio Group seen so far will continue and positively impact the target year end figures.
| 3Q 2008 | 3Q 2007 | ∆ | 9M 2008 | 9M 2007 | ∆ | |
|---|---|---|---|---|---|---|
| Turnover | 2,051.7 | 0.0 | - | 3,953.5 | 0.0 | - |
| Operational Cash-Flow (EBITDA) |
674.7 | (48.7) | - | 425.3 | (177.9) | - |
Contribution to consolidated figures Unit: 103
Euro
Indicators for the period are not comparable with those of the first nine months of 2007, since transport activity only began on 9 October 2007.
However, compared with that of the last quarter of 2007, average daily turnover increased 92.5%.
[Ferry Pato Real]
During the first nine months of 2008, 9,755 monthly passenger tickets were sold. Sales of single tickets for the different tariffs were as follows:
| Passengers | Light vehicles | Heavy vehicles | Two wheel vehicles | |
|---|---|---|---|---|
| 1Q 2008 | 219,018 | 100,132 | 2,573 | 2,124 |
| 2Q 2008 | 327,988 | 117,058 | 3,258 | 4,146 |
| 3Q 2008 | 510,016 | 150,835 | 2,492 | 4,573 |
| 9M 2008 | 1,057,022 | 368,025 | 8,323 | 10,843 |
| 3Q 2008 | 3Q 2007 | ∆ | 9M 2008 | 9M 2007 | ∆ | |||
|---|---|---|---|---|---|---|---|---|
| Turnover | 12,184.9 | 11,152.5 | 9.3% | 34,745.3 | 34,636.0 | 0.3% | ||
| Operational Cash-Flow (EBITDA) |
548.6 | 213.7 | - | 1,594.6 | 1,390.3 | 14.7% | ||
| Unit: 103 Contribution to consolidated figures Euro |
Contribution to consolidated figures Unit: 103
At the end of the third quarter, both turnover and operational cash-flow (EBITDA) remained above those in the similar period in 2007.
The cabotage market continued experiencing a downward trend in line with business activity in general. However, the company is endeavouring to reach the proposed figures at the end of the current year.
[S. Rafael, one of Box Lines chartered ships]
| 3Q 2008 | 3Q 2007 | ∆ | 9M 2008 | 9M 2007 | ∆ | |||
|---|---|---|---|---|---|---|---|---|
| Turnover | 20,074.0 | - | - | 20,074.0 | - | - | ||
| Operational Cash-Flow (EBITDA) |
(3,405.7) | - | - | (3,405.7) | - | - | ||
| Unit: 103 Contribution to consolidated figures Euro |
Euro
The table above shows Plysorol's contribution (period since the beginning of the second half of the year) to consolidated turnover and operational cash-flow (EBITDA). Given that last year's figures do not include Plysorol's contribution, information of each market is given to assess evolution.
| 3Q 2008 | 3Q 2007 | ∆ | 9M 2008 | 9M 2007 | ∆ | |||
|---|---|---|---|---|---|---|---|---|
| Turnover | 18,270.8 | 27,111.6 | -32.6% | 71,002.6 | 88,700.0 | -20.0% | ||
| Operational Cash-Flow (EBITDA) |
(3,616.4) | (5,037.9) | -28.2% | (8,128.9) | 1,010.0 | - | ||
| Unit: 103 Statutory accounts Euro |
Turnover for the first nine months of 2008 was 71.0 million euro, a 20.0% decrease. The percentage decrease on a quarterly basis was 32.6% reflecting the curtailment of the trading activity (circa 10% of total sales), as part of the business restructuring underway, since it demanded significant funds tied up in working capital. Excluding this effect, activity decreased 28.5%, in line with the sector performance (The Union of Plywood French Manufacturers – www.ufc-contreplaque.com).
Operational cash-flow (EBITDA) for the period was negative 8.1 million euro versus positive 1.0 million euro, reflecting the lag effect of adjusting fixed costs to the reduction in activity.
| 3Q 2008 | 3Q 2007 | ∆ | 9M 2008 | 9M 2007 | ∆ | |||
|---|---|---|---|---|---|---|---|---|
| Turnover | 2,374.4 | 2,913.6 | -18.5% | 8,596.1 | 7,742.0 | 11.0% | ||
| Operational Cash-Flow (EBITDA) |
(405.7) | (5.4) | - | (247.4) | (164.0) | 50.9% | ||
| Unit: 103 Statutory accounts Euro |
This company, dedicated to forestry of exotic timber reached 8.6 million euro in sales, an 11.0% growth. On a quarterly basis, sales decreased 18.5% reflecting a lower demand for okoume.
Operational cash-flow (EBITDA) margin in the first nine months of the year was negative 2.9% versus negative 2.1%.
| 3Q 2008 | 3Q 2007 | ∆ | 9M 2008 | 9M 2007 | ∆ | |
|---|---|---|---|---|---|---|
| Turnover | 2,056.6 | 2,766.0 | -25.6% | 8,687.7 | 9,932.0 | -12.5% |
| Operational Cash-Flow (EBITDA) |
(354.2) | 93.2 | - | 832.8 | 903.0 | -7.8% |
| Statutory accounts | Unit: 103 Euro |
TP's turnover for the first nine months remained in line with that of the same period last year despite the forecasted end of the operation of Companhia Térmica Lusitana's cogeneration unit (with a 1.4 million euro contribution to 2007 first nine months
This company is dedicated to the production of okoume sheets to supply the factories in France. Sales decreased 12.5% in the first nine months of 2008 and 25.6% on a quarterly basis as a consequence of the lower activity level in France.
Operational cash flow (EBITDA) margin in the first nine months of the year was 9.6% versus 9.1%.
[Company accounted for using the Equity Method]
| 3Q 2008 | 3Q 2007 | ∆ | 9M 2008 | 9M 2007 | ∆ | ||
|---|---|---|---|---|---|---|---|
| Turnover | 7,543.9 | 7,836.9 | -3.7% | 24,454.0 | 24,551.0 | -0.4% | |
| Operational Cash-Flow (EBITDA) |
1,470.1 | 1,753.4 | -16.2% | 4,969.0 | 6,212.0 | -20.0% | |
| Unit: 103 Statutory accounts Euro |
[Wind Farm Serra da Capucha]
turnover).
Operational cash-flow (EBITDA) was negatively impacted by:
ENEOP investment plan is in line with forecasts with the first wind farm (8 MW) entering operation before the end of year and the wind studies and licensing works being timely accomplished allowing for investment schedule compliance.
[Company accounted for using the Equity Method]
| 3Q 2008 | 3Q 2007 | ∆ | 9M 2008 | 9M 2007 | ∆ | |
|---|---|---|---|---|---|---|
| Turnover | 29,478.6 | 10,951.0 | - | 72,863.6 | 17,685.7 | - |
| Operational Cash-Flow (EBITDA) | 27,760.7 | 8,047.0 | - | 67,920.0 | 8,040.5 | - |
| Statutory accounts | Unit: 103 | Euro |
Euro
Norscut highway traffic has increased 8% in the first nine months of 2008 (considering full year opened stretches). The traffic increase, in the 3rd quarter, was slightly above 1%.
Financial costs are also in line with forecasts (Norscut has a full interest rate hedge in the current project phase).
[Overpass in A24 motorway – Castro d'Aire's Tunnel]
As previously mentioned an arbitration court was appointed to analyse Norscut's compensation claim for increased construction costs and loss of revenue resulting from delayed works completion, both arising from the Grantor's unilateral decision of changing the highway layout.
At the end of July, Norscut and the Portuguese State have signed an agreement to restore the financial balance of the concession by which Norscut was recognized the right to receive a total compensation amount of 291.9 million euro out of which 94.9 million euro are related with lost revenue and as such due to Norscut and the remaining 197.0 million euro are related to increased construction costs and due to the contractor.
In the context of this agreement Norscut has, in the beginning of August, raised an additional 18 month loan equivalent to the amount of the compensation agreed (291.9 million) guaranteed (principal and interest) by the Portuguese State. The goal is to reach an agreement with the Portuguese State before maturity of this additional loan, extending the concession period or through other actions, and at the same time refinance the outstanding debt (initial and additional debt). In case this is not available the Portuguese State will fully repay at maturity principal and interest on the additional loan.
Sonae Indústria is a global manufacturer of wood based panels and its shares are listed on Euronext Lisbon.
As at 30 September Sonae Capital has a 7.611% shareholding in Sonae Indústria, SGPS, SA, increasing its position from 6.801% through the acquisition of 1,134,278 additional shares during the third quarter. This increase is anchored on the belief that the share price has been over penalized during the past few months therefore presenting an opportunity to strengthen the shareholding. As at the date of this report Sonae Capital's shareholding in Sonae Indústria, SGPS, SA is of 10,984,164 shares representing 7.846%. The additional investment totalled 3.4 million euro.
Taking into account the closing price of Sonae Indústria as at 30 September 2008, 2.195 euro, the market value of this shareholding was 23.4 million euro.
Source: Euronext Lisbon
The shares of Sonae Capital were listed on Euronext Lisbon on 28 January 2008. Since that date and until the end of September, Sonae Capital's share price decreased 48.6%. In the same period the Portuguese Stock Market reference index (PSI-20) decrease 27.6%.
In June, Sonae Capital's share entered the PSI-20 waiting list issued by NYSE EURONEXT and has been in the shortlist ever since.
| Closing Price: | Date | € |
|---|---|---|
| - Beginning of Period | 28-Jan-08 | 1.44 |
| - End of Third Quarter | 30-Sep-08 | 0.74 |
| - Earnings Announcement Day n-1 | 11-Nov-08 | 0.73 |
| - Maximum | 04-Feb-08 | 1.83 |
| - Minimum | 30-Sep-08 | 0.74 |
Average Daily Traded Quantity (up to 30 September 2008): 1,028,817
Source: Euronext Lisbon
During the third quarter of the year, the following significant events were announced to the market (for the full version of these announcements please visit the related page in the Investor Relations area of Sonae Capital's website):
Average Daily Revenue = Lodging Revenues / Number of rooms sold.
Capex = Investment in Fixed Assets.
GCA (Gross Construction Area) = Area measured by the exterior perimeter of the exterior walls.
Gearing = Net Debt / Equity.
Interest Cover Ratio = EBITDA / Net Financial Charges.
Net Debt = Non Current Loans + Current Loans – Cash and Cash Equivalents – Current Investments.
Operational Cash-Flow (EBITDA) = Operating Profit (EBIT) + Amortisations and Depreciations + Provisions and Impairment Losses – Reversal of Impairment Losses and Provisions (included in Other Operating Income).
UNOP (Operational Planning Unit) = Planning and management operational units as set out by the Tróia Urbanisation Plan through Cabinet Resolution nr. 23/2000.
| Changes in perimeter | ||||||
|---|---|---|---|---|---|---|
| (Plysorol Group) | Pró-forma 2 | Pró-forma 1 | ||||
| ASSETS | Notes | 30.09.2008 | 30.09.2008 | 30.09.2008 | 31.12.2007 | 31.12.2007 |
| NON-CURRENT ASSETS: | ||||||
| Tangible and intangible assets | 8 | 427,637,027 | 28,944,371 | 398,692,656 | 328,841,785 | 329,842,000 |
| Goodwill | 9 | 61,766,621 | - | 61,766,621 | 62,517,465 | 63,796,454 |
| Investments | 10 | 50,517,493 | 1,524 | 50,515,969 | 96,171,935 | 96,171,935 |
| Deferred tax assets | 13 | 17,495,861 | - | 17,495,861 | 14,117,740 | 14,320,920 |
| Other non-current assets | 11 | 22,786,715 | 343,901 | 22,442,814 | 19,943,811 | 24,318,632 |
| Total Non-Current Assets | 580,203,717 | 29,289,796 | 550,913,921 | 521,592,736 | 528,449,941 | |
| CURRENT ASSETS: | ||||||
| Stocks | 204,107,241 | 18,663,103 | 185,444,138 | 142,074,734 | 143,489,662 | |
| Trade account receivables and other current assets | 12 | 118,459,252 | 25,802,427 | 92,656,825 | 83,787,980 | 100,924,346 |
| Investments held for trading | 346,969 | - | 346,969 | 499 | 499 | |
| Cash and cash equivalents | 14 | 6,223,987 | 1,384,219 | 4,839,768 | 43,956,550 | 44,333,841 |
| Total Current Assets | 329,137,449 | 45,849,749 | 283,287,700 | 269,819,763 | 288,748,348 | |
| TOTAL ASSETS | 909,341,166 | 75,139,545 | 834,201,621 | 791,412,499 | 817,198,289 | |
| EQUITY AND LIABILITIES | ||||||
| EQUITY: | ||||||
| Share capital | 15 | 250,000,000 | - | 250,000,000 | 250,000,000 | 250,000,000 |
| Reserves and retained earnings | 45,843,900 | (9,376,488) | 55,220,388 | 58,085,731 | 91,854,242 | |
| Profit/(Loss) for the year attributable to the equity holders of Sonae Capital | 32,168,530 | (3,230,293) | 35,398,823 | 8,579,429 | 14,994,319 | |
| Equity attributable to the equity holders of Sonae Capital | 328,012,430 | (12,606,781) | 340,619,211 | 316,665,160 | 356,848,561 | |
| Equity attributable to minority interests | 16 | 33,961,538 | (8,619,522) | 42,581,060 | 36,758,832 | 36,758,832 |
| TOTAL EQUITY | 361,973,968 | (21,226,303) | 383,200,271 | 353,423,992 | 393,607,393 | |
| LIABILITIES: | ||||||
| NON-CURRENT LIABILITIES: | ||||||
| Bank Loans | 17 | 152,788,080 | 1,578,783 | 151,209,297 | 191,453,586 | 191,453,586 |
| Other non-current liabilities | 19 | 66,213,828 | 40,673,598 | 25,540,230 | 34,461,335 | 39,150,435 |
| Deferred tax liabilities | 13 | 2,615,353 | - | 2,615,353 | 2,307,082 | 7,526,370 |
| Provisions | 22 | 13,237,040 | 4,431,299 | 8,805,741 | 11,442,155 | 16,654,464 |
| Total Non-Current Liabilities | 234,854,301 | 46,683,680 | 188,170,621 | 239,664,158 | 254,784,855 | |
| CURRENT LIABILITIES: | ||||||
| Bank Loans | 17 | 137,694,729 | 12,313,596 | 125,381,133 | 24,751,003 | 24,751,003 |
| Trade creditors and other non-current liabilities | 21 | 173,335,666 | 37,368,572 | 135,967,094 | 169,757,882 | 140,239,574 |
| Provisions | 22 | 1,482,502 | - | 1,482,502 | 3,815,464 | 3,815,464 |
| Total Current Liabilities | 312,512,897 | 49,682,168 | 262,830,729 | 198,324,349 | 168,806,041 | |
| TOTAL LIABILITIES | 547,367,198 | 96,365,848 | 451,001,350 | 437,988,507 | 423,590,896 | |
| TOTAL EQUITY AND LIABILITIES | 909,341,166 | 75,139,545 | 834,201,621 | 791,412,499 | 817,198,289 | |
The accompanying notes are part of these financial statements.
1) Continued Operations (exclude Contacto - Sociedade de Construções, SA)
2)Excludes Plysorol Group to allow comparison with the Pro-forma of the comparable period of 2007
| 3rd Quarter 07 | |||||
|---|---|---|---|---|---|
| Notes | Changes in Perimeter (Plysorol Group) |
Pro-Forma2 | Pro-Forma1 | ||
| Operational income | |||||
| Sales | 40,533,143 | 20,297,949 | 20,235,194 | 23,843,177 | |
| Services rendered | 30,476,330 | 9,751 | 30,466,579 | 26,852,483 | |
| Other operational income | 2,771,869 | 513,532 | 2,258,337 | 2,065,892 | |
| Total operational income | 73,781,342 | 20,821,232 | 52,960,110 | 52,761,552 | |
| Operational expenses | |||||
| Cost of goods sold and materials consumed | (26,819,766) | (11,150,858) | (15,668,908) | (14,954,150) | |
| Changes in stocks of finished goods and work in progress | 20,657,493 | (703,500) | 21,360,993 | 7,173,982 | |
| External supplies and services | (52,783,867) | (6,529,311) | (46,254,556) | (29,766,968) | |
| Staff costs | (15,828,427) | (4,857,596) | (10,970,831) | (9,600,844) | |
| Depreciation and amortisation | (3,908,725) | (1,104,062) | (2,804,663) | (1,840,172) | |
| Provisions and impairment losses | 51,007 | 4,594 | 46,413 | (10,122) | |
| Other operational expenses | (2,771,751) | (912,746) | (1,859,005) | (1,182,469) | |
| Total operational expenses | (81,404,036) | (25,253,479) | (56,150,557) | (50,180,743) | |
| Operational profit/(loss) | (7,622,694) | (4,432,247) | (3,190,447) | 2,580,809 | |
| Financial Expenses | (5,227,603) | (1,055,958) | (4,171,645) | (4,838,161) | |
| Financial Income | 860,498 | 170,072 | 690,426 | 1,029,118 | |
| Net financial expenses | (4,367,105) | (885,886) | (3,481,219) | (3,809,043) | |
| Share of results of associated undertakings | (1,162,751) | - | (1,162,751) | 1,691,894 | |
| Investment income | 10,746,549 | - | 10,746,549 | 5,607,884 | |
| Profit/(Loss) before taxation | (2,406,001) | (5,318,133) | 2,912,132 | 6,071,544 | |
| Taxation | 229,907 | (78,148) | 308,055 | (792,333) | |
| Profit/(Loss) after taxation | (2,176,094) | (5,396,281) | 3,220,187 | 5,279,211 | |
| Profit/(Loss) for the year | (2,176,094) | (5,396,281) | 3,220,187 | 5,279,211 | |
| Attributable to: | |||||
| Equity holders of Sonae Capital | (587,235) | (3,230,293) | 2,643,058 | 4,881,034 | |
| Minority interests | (1,588,859) | (2,165,988) | 577,129 | 398,177 | |
| Profit/(Loss) per share | |||||
| Basic | (0.002349) | (0.012921) | 0.010572 | 0.019524 | |
| Diluted | (0.002349) | (0.012921) | 0.010572 | 0.019524 | |
The accompanying notes are part of these financial statements.
1) Continued Operations (exclude Contacto - Sociedade de Construções, SA)
2) Excludes Plysorol Group to allow comparison with the Pro-forma of the comparable period of 2007
| 30.09.2007 | |||||
|---|---|---|---|---|---|
| Notes | Total Operations | Changes in Perimeter (Plysorol Group) |
Pro-Forma2 | Pro-Forma1 | |
| Operational income | |||||
| Sales | 80,664,811 | 20,297,949 | 60,366,862 | 60,443,174 | |
| Services rendered | 83,141,043 | 9,751 | 83,131,292 | 76,697,123 | |
| Other operational income | 5,422,638 | 513,532 | 4,909,106 | 4,477,550 | |
| Total operational income | 169,228,492 | 20,821,232 | 148,407,260 | 141,617,847 | |
| Operational expenses | |||||
| Cost of goods sold and materials consumed | (49,681,434) | (11,150,858) | (38,530,576) | (36,977,658) | |
| Changes in stocks of finished goods and work in progress | 47,431,849 | (703,500) | 48,135,349 | 26,445,731 | |
| External supplies and services | (128,282,155) | (6,529,311) | (121,752,844) | (93,080,167) | |
| Staff costs | (37,933,427) | (4,857,596) | (33,075,831) | (28,552,374) | |
| Depreciation and amortisation | 8 | (8,045,121) | (1,104,062) | (6,941,059) | (5,316,051) |
| Provisions and impairment losses | (2,848,523) | 4,594 | (2,853,117) | (210,936) | |
| Other operational expenses | (5,230,709) | (912,746) | (4,317,963) | (4,646,620) | |
| Total operational expenses | (184,589,520) | (25,253,479) | (159,336,041) | (142,338,075) | |
| Operational profit/(loss) | (15,361,028) | (4,432,247) | (10,928,781) | (720,228) | |
| Financial Expenses | (12,188,263) | (1,055,958) | (11,132,305) | (12,347,543) | |
| Financial Income | 2,594,348 | 170,072 | 2,424,276 | 4,016,211 | |
| Net financial expenses | (9,593,915) | (885,886) | (8,708,029) | (8,331,332) | |
| Share of results of associated undertakings | 10 | (3,060,989) | - | (3,060,989) | 698,219 |
| Investment income | 59,638,262 | - | 59,638,262 | 9,579,315 | |
| Profit/(Loss) before taxation | 31,622,330 | (5,318,133) | 36,940,463 | 1,225,974 | |
| Taxation | 25 | (493,298) | (78,148) | (415,150) | 2,615,519 |
| Profit/(Loss) after taxation | 31,129,032 | (5,396,281) | 36,525,313 | 3,841,493 | |
| Profit/(Loss) for the year | 26 | 31,129,032 | (5,396,281) | 36,525,313 | 3,841,493 |
| Attributable to: | |||||
| Equity holders of Sonae Capital | 32,168,530 | (3,230,293) | 35,398,823 | 3,554,787 | |
| Minority interests | (1,039,498) | (2,165,988) | 1,126,490 | 286,706 | |
| Profit/(Loss) per share | |||||
| Basic | 27 | 0.128674 | (0.012921) | 0.141595 | 0.014219 |
| Diluted | 27 | 0.128674 | (0.012921) | 0.141595 | 0.014219 |
The accompanying notes are part of these financial statements.
1) Continued Operations (exclude Contacto - Sociedade de Construções, SA)
2) Excludes Plysorol Group to allow comparison with the Pro-forma of the comparable period of 2007
| Att ribu |
tab le t o E ity Ho qu |
lde f S e C rs o ona ap |
ital | ||||
|---|---|---|---|---|---|---|---|
| Re d ser ves an |
Min orit y |
Tot al |
|||||
| Sh are |
Re tain ed |
Ne t |
Inte ts res |
Equ ity |
|||
| No tes |
Ca ital p |
Ea rnin gs |
Pro fit/( Los s) |
To tal |
|||
| Ba lan at 1 Ja 200 7 ce as nua ry |
250 000 000 , , |
( 10, 979 229 ) , |
( 6, 166 995 ) , |
232 853 ,77 6 , |
18 876 352 , , |
25 1,7 30, 128 |
|
| Ap iati of p rofi t of 20 06: pro pr on |
|||||||
| Tra nsf er t o le l re d re tain ed nin ga ser ves an ear gs |
- | ( 6, 166 995 ) , |
6, 166 995 , |
- | - | - | |
| Ch in r ang es ese rve s |
|||||||
| In c erti onv on res erv es |
- | 148 260 , |
- | 148 260 , |
32 188 , |
180 448 , |
|
| fair In h edg nd lue e a va res erv es |
- | ( ) 5, 903 122 , |
- | ( ) 5, 903 122 , |
- | ( ) 5, 903 122 , |
|
| Aff d fo illia ted d a cia ted der tak ing xcl ude le an sso un s e r sa |
- | 11 638 451 , , |
- | 11 638 451 , , |
- | 11 638 451 , , |
|
| Aq uis itio f af fillia ted d a cia ted der tak ing n o an sso un s |
- | ( 4, 311 388 ) , |
- | ( 4, 311 388 ) , |
15, 163 876 , |
10 852 488 , , |
|
| In o the r re ser ves |
- | ( 2, 127 670 ) , |
- | ( 2, 127 670 ) , |
721 180 , |
( 1, 406 490 ) , |
|
| Co lida ted Pr ofit /( Los s) for the six nth nso mo s |
|||||||
| end ed 30 Se tem ber 20 07 p |
- | - | 3,5 54, 787 |
3,5 54, 787 |
286 ,7 06 |
3, 841 493 , |
|
| Oth ers |
- | - | - | - | - | - | |
| 1 Ba lan at 3 0 S tem ber 20 07 ce as ep |
250 000 000 , , |
( 17, 701 693 ) , |
3,5 54, 787 |
235 853 094 , , |
35 080 302 , , |
270 933 396 , , |
|
| Ba lan at 1 Ja 200 8 ce as nua |
250 000 000 |
98 269 130 |
8,5 79, 431 |
356 848 ,5 61 |
36 ,75 8, 832 |
393 607 393 |
|
| ry Ap iati of p rofi t of 20 07: on |
, , |
, , |
, | , , |
|||
| pro pr Tra nsf er t o le l re d re tain ed nin ser ves an ear |
- | 8,5 79, 431 |
( 8,5 79, 431 ) |
- | - | ||
| ga gs Ch in r es ese rve s |
- | ||||||
| ang In c erti onv on res erv es |
- | ( 537 820 ) |
- | ( 537 820 ) |
( 26, 828 ) |
( 564 648 ) |
|
| In h edg nd fair lue e a va res erv es |
10 | , ( 42, 484 200 ) |
- | , ( 42, 484 200 ) |
- | , ( 42, 484 200 ) |
|
| Oth han er c ges |
- - |
, ( 17, 982 641 ) |
- | , ( 17, 982 641 ) |
( 1,7 30, 968 ) |
, ( 19, 713 609 ) |
|
| Co lida ted Pr ofit /( Los s) for the six nth nso mo s |
, | , | , | ||||
| Se end ed 30 tem ber 20 08 p |
- | - | 32 168 ,5 30 |
32 168 ,5 30 |
( ) 1, 039 498 |
31, 129 032 |
|
| Oth ers |
- | - | , - |
, - |
, - |
, - |
|
| Ba lan at 3 0 S tem ber 20 08 ce as ep |
250 000 000 , , |
45 843 900 , , |
32 168 ,5 30 , |
328 012 430 , , |
33 961 ,5 38 , |
36 1, 973 968 , |
The accompanying notes are part of these financial statements.
1) Pro-Forma Equity (exclude Contacto - Sociedade de Construções, SA) The Board of Directors
| Pro-forma 1 | |||
|---|---|---|---|
| Notes | 30.09.2008 | 30.09.2007 | |
| OPERATING ACTIVITIES | |||
| Cash receipts from trade debtors Cash paid to trade creditors Cash paid to employees Cash flow generated by operations |
161,709,304 (167,026,866) (36,983,506) (42,301,068) |
154,467,055 (133,090,812) (27,975,343) (6,599,100) |
|
| Income taxes (paid) / received Other cash receipts and (payments) relating to operating activities |
(3,312,423) (1,069,957) |
(4,092,990) 2,296,345 |
|
| Net cash flow from operating activities (1) | (46,683,448) | (8,395,745) | |
| INVESTMENT ACTIVITIES | |||
| Cash receipts arising from: Investments Tangible assets Intangible assets Interest and similar income Loans granted Dividends |
103,499,963 4,181,018 8,906 1,579,135 1,864,392 2,829,840 113,963,254 |
30,397,922 1,961,255 - 4,295,412 70,717,701 2,675,195 110,047,485 |
|
| Cash Payments arising from: Investments Tangible assets Intangible assets Loans granted Others |
(7,517,544) (69,862,768) (325,484) (12,141,661) (101,069) |
(79,007,972) (72,027,420) (106,690) (25,002,485) 612 |
|
| (89,948,526) | (176,143,955) | ||
| Net cash used in investment activities (2) | 24,014,728 | (66,096,470) | |
| FINANCING ACTIVITIES Cash receipts arising from: Loans obtained Capital increases, additional paid in capital and share premiums Others |
201,224,728 212,500 200,000 |
199,684,265 30,232,577 62,500 |
|
| Cash Payments arising from: Loans obtained Interest and similar charges Others |
201,637,228 (206,759,362) (11,502,530) - |
229,979,342 (129,346,137) (10,380,922) (30,627) |
|
| (218,261,892) | (139,757,686) | ||
| Net cash used in financing activities (3) | (16,624,664) | 90,221,656 | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) Effect of foreign exchange rate |
(39,293,384) 409,253 |
15,729,441 187,863 |
|
| Cash and cash equivalents at the beginning of the period | 14 | 41,383,143 | 13,086,954 |
| Cash and cash equivalents at the end of the period | 14 | 1,680,506 | 28,628,532 |
The accompanying notes are part of these financial statements.
1) Continued Operations (exclude Contacto - Sociedade de Construções, SA)
SONAE CAPITAL, SGPS, SA ("the Company" 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.
Sonae Capital's business portfolio was reorganized into two main strategic business areas, based on the development of two branches of activity separate and autonomous:
As defined by international standard IFRS 5, and to ensure comparability between 2008 and 2007, the consolidated income statement and consolidated statement of cash-flows include pro forma consolidated financial statements for the period ended 30 September 2007 compiled based on assumptions previously considered in the financial statements presented for the year ended 31 December 2007. Thus, the comparative consolidated financial statements reported on 31 December 2007 and 30 September 2007, reflect the effects of the sale of Contacto - Sociedade de Construções, SA.
The principal accounting policies adopted are in accordance with those presented on 31 December 2007.
The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS" previously named International Accounting Standards - "IAS"), issued by the International Accounting Standards Board ("IASB") and Interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"), previously named Standing Interpretations Committee ("SIC"), beginning on 1 January 2008.
Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
During the period there were no changes in accounting policies or prior period errors.
Group companies included in the consolidated financial statements, their head offices and percentage of share capital held by the Group as at 30 September 2008 and 31 December 2007 are as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30.September.2008 | 31.December.2007 | |||||||
| COMPANY | Head Office | Direct | Total | Direct | Total | |||
| Sonae Capital SGPS, SA | Maia | HOLDING | HOLDING | HOLDING | HOLDING | |||
| Tourism | ||||||||
| 4) | Águas Furtadas - Imobiliária, SA | a) | Matosinhos | 100.00% | 87.74% | 100.00% | 100.00% | |
| Aqualuz - Turismo e Lazer, Lda | a) | Lagos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Aquapraia-Investimentos Turísticos, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Azulino Imobiliária, SA | a) | Matosinhos | 100.00% | 87.74% | 100.00% | 100.00% | ||
| 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% | ||
| Casa da Ribeira - Hotelaria e Turismo, SA |
a) | Marco de Canaveses |
100.00% | 100.00% | 100.00% | 100.00% | ||
| Centro Residencial da Maia,Urban., SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Cinclus Imobiliária, SA | a) | Porto | 100.00% | 87.74% | 100.00% | 100.00% | ||
| Country Club da Maia-Imobiliaria, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Empreend.Imob.Quinta da Azenha, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Fundo de Investimento Imobiliário Fechado Imosede |
a) | Maia | 57.84% | 57.84% | 57.84% | 57.84% | ||
| Golf Time - Golfe e Inv.Turisticos, SA | a) | Porto | 75.00% | 75.00% | 75.00% | 75.00% | ||
| Imoareia Investimentos Turisticos, SGPS, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Imobiliária da Cacela, SA | a) | Matosinhos | 100.00% | 87.74% | 100.00% | 100.00% | ||
| Imoclub-Serviços Imobiliários, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Imodivor - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 87.74% | 100.00% | 100.00% | ||
| Imoferro-Soc.Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Imohotel-Emp.Turist.Imobiliários, SA Imopenínsula - Sociedade Imobiliária, |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Imoponte-Soc.Imobiliaria, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Imoresort - Sociedade Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Imosedas-Imobiliária e Serviços, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Implantação - Imobiliária, SA | a) | Matosinhos | 100.00% | 87.74% | 100.00% | 100.00% | ||
| Insulatroia - Sociedade Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Investalentejo, SGPS, SA Marimo -Exploração Hoteleira |
a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Imobiliária, SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Marina de Troia, 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% | ||
| Martimope - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Marvero-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| 6) | Partnergiro-Empreendimentos Turisticos, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Porturbe-Edificios e Urbanizações, SA | a) | Maia | 100.00% | 87.74% | 100.00% | 100.00% | ||
| Praedium II-Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Praedium III-Serviços Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Praedium-SGPS, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Prédios Privados Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Predisedas-Predial das Sedas, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Promessa Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| 6) | Promosedas-Prom.Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| SC - Engenharia e Promoção Imobiliária, SGPS, SA |
a) | Porto | 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% | ||
| Sete e Meio Herdades - Investimentos Agricolas e Turismo, SA |
a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| SII - Soberana Investimentos Imobiliários, SA |
a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Soconstrução, BV | a) | Amesterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | ||
| Soira-Soc.Imobiliária de Ramalde, SA | a) | Porto | 100.00% | 87.74% | 100.00% | 100.00% | ||
| Solinca III-Desporto e Saúde, 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 Malaga, SL | a) | Malaga (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Soltroia-Imob.de Urb.Turismo de Troia, SA |
a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Sonae Turismo Gestão e Serviços, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Sonae Turismo - SGPS, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Sontur, BV | a) | Amesterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
| Sótaqua - Soc. de Empreendimentos | a) | Maia | 100.00% | 87.74% | 100.00% | 100.00% |
|---|---|---|---|---|---|---|
| Turisticos, SA | ||||||
| 1) Spinveste - Promoção Imobiliária, SA 1) Spinveste-Gestão Imobiliária SGII, SA |
a) a) |
Porto Porto |
87.74% 87.74% |
87.74% 87.74% |
100.00% 100.00% |
100.00% 100.00% |
| Torre São Gabriel-Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| 2) Troia Market, SA | a) | Grândola | 100.00% | 100.00% | - | - |
| 2) Troia Natura, SA | a) | Grândola | 100.00% | 100.00% | - | - |
| Troiaresort - Investimentos Turisticos, 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% |
| Urbisedas-Imobiliária das Sedas, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Venda Aluga-Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| 3) Vistas do Freixo-Emp.Tur.imobiliários,SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| World Trade Center Porto, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| Spred | ||||||
| Atlantic Ferries - Traf.Loc.Flu.e Marit., SA |
a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% |
| Box Lines Navegação, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| Contacto Concessões, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| 4) Contacto - Sociedade de Construções, | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| SA Cronosaúde – Gestão Hospitalar, SA |
a) | Porto | 100.00% | 50.00% | 100.00% | 50.00% |
| 2) Edifícios Saudáveis Consultores - Ambiente e Energia em Edifícios, S.A. |
a) | Porto | 100.00% | 100.00% | - | - |
| 5) Elmo SGPS, SA | a) | Maia | 60.00% | 60.00% | - | - |
| Friengineering, SA | a) | Sao Paulo (Brazil) | 100.00% | 70.00% | 100.00% | 70.00% |
| Inparvi SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| 2) Integrum-Edificios Sustentáveis, SA | a) | Maia | 100.00% | 100.00% | - | - |
| Integrum-Serviços Partilhados, SA | a) | Maia | 100.00% | 70.00% | 100.00% | 70.00% |
| Invsaúde - Gestão Hospitalar, SA | a) | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| 5) Leroy Gabon, SA | a) | Libreville (Gabon) | 99.99% | 59.99% | - | - |
| PJP - Equipamento de Refrigeração, Lda |
a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% |
| 5) Placage d'Okoumé du Gabon, SA | a) | Libreville (Gabon) | 99.88% | 59.93% | - | - |
| 5) Plysorol, SAS | a) | Niort (France) | 100.00% | 60.00% | - | - |
| Saúde Atlântica - Gestão Hospitalar, SA | a) | Maia | 50.00% | 50.00% | 50.00% | 50.00% |
| SC Insurance Risks Services, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Selfrio,SGPS, SA | a) | Matosinhos | 70.00% | 70.00% | 70.00% | 70.00% |
| Selfrio-Engenharia do Frio, SA | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% |
| Sistavac-Sist.Aquecimento,V.Ar C., SA | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% |
| SKK-Central de Distr., SA | a) | Porto | 100.00% | 70.00% | 100.00% | 70.00% |
| SKKFOR - Ser. For. e Desen. de | a) | Maia | 100.00% | 70.00% | 100.00% | 70.00% |
| Recursos, SA SMP-Serv. de Manutenção |
||||||
| Planeamento, SA | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% |
| Société de Tranchage Isoroy SAS | a) | Honfleur (France) | 100.00% | 100.00% | 100.00% | 100.00% |
| Société des Essences Fines Isoroy | 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, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| Spred SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Textil do Marco, SA | a) | Marco de Canaveses |
90.37% | 90.37% | 90.37% | 90.37% |
| Outras | ||||||
| DMJB, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Interlog-SGPS, SA | a) | Lisbon | 98.98% | 98.98% | 100.00% | 100.00% |
| Pargeste SGPS, SA | Maia | 89.99% | 89.99% | 89.99% | 89.99% | |
| Rochester Real Estate, Ltd | a) | Kent (U.K.) | 100.00% | 100.00% | 100.00% | 100.00% |
| SC-Consultadoria,SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| SC-S.G.P.S., SA | a) | Porto Amesterdam (The |
100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Financial Participations, BV | a) | Netherlands) | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae International, Ltd | a) | London (U.K.) | 100.00% | 100.00% | 100.00% | 100.00% |
a) Majority of voting rights.
1) Sale of 12.25% of the share capital on 31 March 2008.
2) Company incorporated in the period.
3) Company included in the Spred segment in the last period.
4) Company sold in the period.
5) Control of the company and of its affiliates regained in the period.
6) 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 September 2008 and 31 December 2007 are as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30.September.2008 | 31.December.2007 | Book Value | ||||||
| COMPANY | Head Office | Direct | Total | Direct | Total | 30.September.2008 | 31.December.2007 | |
| Tourism | ||||||||
| Andar - Sociedade Imobiliária, SA | Maia | 50.00% | 50.00% | 50.00% | 50.00% | 891,238 | - | |
| Sociedade de Construções do Chile, SA | Lisbon | 100.00% | 50.00% | 100.00% | 50.00% | - | - | |
| Sociedade Imobiliária Troia - B3, SA | Grândola | 20.00% | 20.00% | 20.00% | 20.00% | 450,176 | 450,631 | |
| Vastgoed One - Sociedade Imobiliária, SA |
Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - | |
| Vastgoed Sun - Sociedade Imobiliária, SA |
Maia | 100.00% | 50.00% | 100.00% | 50.00% | - | - | |
| Spred | ||||||||
| 1) 2) CarPlus – Comércio de Automóveis, SA | Vila Nova de Gaia | 100.00% | 50.00% | 100.00% | 50.00% | - | - | |
| Cinclus-Plan. e Gestão de Projectos, SA | Porto | 25.00% | 25.00% | 25.00% | 25.00% | 681,396 | 567,259 | |
| Change, SGPS, SA | Porto | 50.00% | 50.00% | 50.00% | 50.00% | 1,759,828 | 2,035,846 | |
| 1) 2) Choice Car - Comércio de Automóveis, SA |
Porto | 100.00% | 50.00% | 100.00% | 50.00% | - | - | |
| 2) | Choice Car SGPS, SA | Maia | 50.00% | 50.00% | 50.00% | 50.00% | - | 3,750,798 |
| Etablissement A. Mathe, SA | France | 27.74% | 27.74% | 27.74% | 27.74% | 16,319 | 31,937 | |
| 1) 2) Finlog - Aluguer e Comércio de Automóveis, SA |
Matosinhos | 100.00% | 50.00% | 100.00% | 50.00% | - | - | |
| 1) 2) Guerin – Rent a Car (Dois), Lda | Lisbon | 100.00% | 50.00% | 100.00% | 50.00% | - | - | |
| Lidergraf - Artes Gráficas, Lda | Vila do Conde | 24.50% | 24.50% | 24.50% | 24.50% | 458,508 | 813,764 | |
| 1) 2) Luso Assistência - Gestão de Acidentes, SA |
Porto | 100.00% | 50.00% | 100.00% | 50.00% | - | - | |
| Norscut - Concessionária de Scut Interior Norte, SA |
Lisbon | 36.00% | 36.00% | 25.00% | 25.00% | 241,001 | 1,547,478 | |
| Operscut - Operação e Manutenção de Auto-estradas, SA |
Lisbon | 15.00% | 15.00% | 15.00% | 15.00% | 24,000 | 24,000 | |
| Sodesa, SA | Lisbon | 50.00% | 50.00% | 50.00% | 50.00% | - | 482,661 | |
| TP - Sociedade Térmica, SA | Porto | 50.00% | 50.00% | 50.00% | 50.00% | 10,220,679 | 9,281,288 | |
| Total (Note 10) | 14,743,145 | 18,985,662 | ||||||
1) Companies owned by Choice Car SGPS, SA
2) Associated companies sold in the period
Nil balances shown result from the reduction to acquisition cost of amounts determined by the equity method, except for figures relating to subsidiaries of Choice Car SGPS, SA identified in 1) above which are included in the value of Choice Car SGPS, SA.
As at 30 September 2008 and 31 December 2007, aggregate values of main financial indicators of associated and jointly controlled companies can be analysed as follows:
| 30.September.2008 | 31.December.2007 |
|---|---|
| 1,493,813,618 | 1,242,669,996 |
| 1,421,653,239 | 1,139,976,914 |
| 30.September.2008 | 30.September.2007 |
| 111,734,904 | 169,915,629 1) |
| 119,071,001 | 165,734,361 2) |
1) Income associated with the company Choice Car S.G.P.S. and its subsidiaries amounting to 113.021.176 € 2) Costs associated with the company Choice Car S.G.P.S. and its subsidiaries amounting to 111.932.432 €
Group companies, jointly controlled companies and associated companies excluded from consolidation, their head offices, percentage of share capital held by the Group and book value as at 30 September 2008 and 31 December 2007 are made up as follows:
| Percentage of capital held | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 30.September.2008 | 31.December.2007 | Book Value | |||||||
| COMPANY | Reason for | exclusion Head Office | Direct | Total | Direct | Total | 30.September.2008 | 31.December.2007 | |
| Tourism | |||||||||
| Delphinus – Soc. de Tur. e Div. de Tróia, SA |
a) | Grândola | 79.00% | 79.00% | 79.00% | 79.00% | - | - | |
| 1) | Fun International Entertainement, SA | a) | Porto | - | - | 50.00% | 50.00% | - | - |
| Infratroia – Emp. de Infraest. de Troia, E.N. |
a) | Grândola | 25.90% | 25.90% | 25.90% | 25.90% | 64,747 | 64,747 | |
| Spidouro S.P.E.I. Douro e Trás-os Montes, SA |
Vila Real | 8.30% | 8.30% | 8.30% | 8.30% | - | - | ||
| Star-Viagens e Turismo, SA | Lisbon | 1.00% | 1.00% | 10.00% | 10.00% | 1 | 1,550,976 | ||
| Spred | |||||||||
| 2) | Arbiworld BV | Porto | 100.00% | 100.00% | 100.00% | 100.00% | 9,988,577 | 9,988,577 | |
| 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 | ||
| 3) | Sonae Indústria, SGPS, SA | Maia | 7.60% | 7.60% | 6.80% | 6.80% | 23,390,127 | 63,320,071 | |
| Real Change FCR - Fundo | Porto | 13.33% | 13.33% | 13.33% | 13.33% | 1,800,000 | 1,800,000 | ||
| Fundo de Capital de Risco F-HITEC | Lisbon | 7.14% | 7.14% | - | - | 37,500 | - | ||
| Another investments | 332,233 | 300,739 | |||||||
| Total (Note 10) | 35,774,348 | 77,186,273 |
a) Group company, jointly controlled company or associated company for which, at the date of the issuance of these financial statements, complete financial information was not available.
2) Company acquired in 2007, in relation to which call and put options exist, and as such was excluded from consolidation.
3) Investment measured at fair value.
Nil balances shown above result from deduction of impairment losses from related investments (Note 10).
Main changes to the consolidation perimeter over the nine month period ended 30 September 2008 are as follows:
| Percentage of capital held | ||||||
|---|---|---|---|---|---|---|
| 30.September.2008 | ||||||
| COMPANY | Head Office | Direct | Total | |||
| Tourism | ||||||
| Troia Market, SA | Grândola | 100.00% | 100.00% | |||
| Troia Natura, SA | Grândola | 100.00% | 100.00% | |||
| Spred | ||||||
| Edifícios Saudáveis Consultores - Ambiente e Energia em Edifícios, S.A. |
Porto | 100.00% | 100.00% | |||
| 1) Elmo SGPS, SA |
Maia | 60.00% | 60.00% | |||
| Integrum-Edificios Sustentáveis, SA | Maia | 100.00% | 100.00% | |||
| 1) Leroy Gabon, SA |
Libreville (Gabon) | 99.99% | 59.99% | |||
| 1) Placage d'Okoumé du Gabon, SA |
Libreville (Gabon) | 99.88% | 59.93% | |||
| 1) Plysorol, SAS |
Niort (France) | 100.00% | 60.00% |
1) Elmo SGPS, SA and its subsidiaries were included on consolidation as a result of regaining control of these companies as announced on 5 May 2008 and was referred to the 30 June 2008 due to financial information not being available at a date closer to that of the announcement. Hence the Consolidated Income Statements and the Consolidated Statements of Cash Flows were affected by the inclusion of ELMO and its subsidiaries, only in the period between June and September 2008.
| Plysorol Group | Others | Total Entries | |
|---|---|---|---|
| Net assets | |||
| Tangible and intangible assets | 29,848,791 | 151,543 | 30,000,334 |
| Other assets | 55,880,276 | 227,743 | 56,108,019 |
| Cash and cash equivalents | 1,949,364 | 158,221 | 2,107,585 |
| Loans | (13,951,858) | - | (13,951,858) |
| Other liabilities | (89,525,340) | (193,408) | (89,718,748) |
| (15,798,767) | 344,099 | (15,454,668) |
The impact of these companies at entry date on the financial profit and loss account was as follows (as abovementioned Plysorol Group does not affect the profit and loss account at entry date):
| Entry date | |
|---|---|
| Operational Income | 357,625 |
| Operational Expenses | 410,806 |
| Net Financial Expenses | (692) |
| Profit before Taxation | 325,031 |
| Taxation | 93,348 |
| Profit for the Period | 231,683 |
| Percentage of capital held | |||
|---|---|---|---|
| on the date of sale | |||
| COMPANY | Head Office | Direct | Total |
| Spred | |||
| Contacto - Sociedade de Construções, SA | Porto | 100.00% | 100.00% |
| Águas Furtadas - Imobiliária, SA | Matosinhos | 100.00% | 87.74% |
| CONTACTO | ÁGUAS FURTADAS | TOTAL | |
|---|---|---|---|
| 31.December.2007 | 30.June.2008 | DISPOSALS | |
| Net assets disposed of | |||
| Tangible and intangible assets | 283,817 | - | 283,817 |
| Other assets | 102,717,889 | 1,412,049 | 104,129,938 |
| Cash and cash equivalents | 378,941 | 149 | 379,090 |
| Loans | - | - | - |
| Other liabilities | (69,521,129) | (1,439,345) | (70,960,474) |
| 33,859,518 | (27,147) | 33,832,371 | |
| Goodwill (Note 9) | 1,278,898 | - | 1,278,898 |
| 35,138,416 | (27,147) | 35,111,269 | |
| Gain/(loss) on sale | 46,361,584 | 103,763 | 46,465,347 |
| Sales price | 81,500,000 | 76,616 | 81,576,616 |
| Cash received | 81,500,000 | 76,616 | 81,576,616 |
| Amounts receivable | - | - | - |
| 81,500,000 | 76,616 | 81,576,616 | |
| Net cash inflow arising from the disposal | |||
| Cash consideration received | 81,500,000 | 76,616 | 81,576,616 |
| Cash and cash equivalents disposed of | (378,941) | (149) | (379,090) |
| 81,121,059 | 76,467 | 81,197,526 |
During the nine months period ended 30 September 2008, movements in Tangible and Intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| Tangible assets | |||||
|---|---|---|---|---|---|
| Tangible | Total | ||||
| Land and | Plant and | assets | Tangible | ||
| Buildings | Machinery | Others | in progress | Assets | |
| Gross cost: | |||||
| Opening balance as at 1 January 2008 | 243,070,156 | 73,812,265 | 4,358,727 | 78,619,871 | 399,861,019 |
| Changes in consolidation perimeter (entries) | 25,639,505 | 51,561,827 | 7,787,934 | 329,051 | 85,318,317 |
| Changes in consolidation perimeter (disposals) | (546,763) | (5,380,672) | (802,170) | - | (6,729,605) |
| Capital expenditure | 16,177,156 | 313,315 | 51,617 | 62,432,998 | 78,975,086 |
| Disposals | (1,180,652) | (2,557,450) | (105,024) | (1,590,063) | (5,433,189) |
| Exchange rate effect | (18,011) | (2,492) | (2,511) | - | (23,014) |
| Transfers | (10,944,412) | 30,397,395 | (2,767,473) | (13,494,599) | 3,190,911 |
| Closing balance as at 30 September 2008 | 272,196,979 | 148,144,188 | 8,521,100 | 126,297,258 | 555,159,525 |
| Accumulated depreciation and impairment losses: | |||||
| Opening balance as at 1 January 2008 | 34,337,745 | 33,438,181 | 3,055,187 | - | 70,831,113 |
| Changes in consolidation perimeter (entries) | 16,054,207 | 34,742,595 | 5,465,998 | - | 56,262,800 |
| Changes in consolidation perimeter (disposals) | (109,841) | (5,122,628) | (454,546) | - | (5,687,015) |
| Depreciation and impairment losses in the period | 2,859,533 | 4,851,226 | 103,151 | - | 7,813,910 |
| Disposals | (302,598) | (1,891,488) | (201,911) | - | (2,395,997) |
| Exchange rate effect | (3,971) | (2,243) | (447) | - | (6,661) |
| Transfers | 1,491,303 | (1,322,948) | 1,880,141 | - | 2,048,496 |
| Closing balance as at 30 September 2008 | 54,326,378 | 64,692,695 | 9,847,573 | - | 128,866,646 |
| Carrying amount as at 30 September 2008 | 217,870,601 | 83,451,493 | (1,326,473) | 126,297,258 | 426,292,879 |
Major amounts included in the caption Tangible assets in progress, refer to the following projects:
| Troia | 59,949,855 |
|---|---|
| Aparthotel Aqualuz refurbishment | 3,818,732 |
| Ferry boat construction | 9,491,183 |
| Troia Marina | 100,483 |
| Boavista Comples refurbishment | 2,328,522 |
| Hotels refurbishment at Tróia | 26,081,121 |
| Construction underway at Maia (Business Park) | 21,125,756 |
| Others | 3,401,606 |
| 126,297,258 | |
| Intangible assets | |||||
|---|---|---|---|---|---|
| Intangible | Total | ||||
| Patents and other | Others | assets | Intangible | ||
| similar rights | in progress | Assets | |||
| Gross cost: | |||||
| Opening balance as at 1 January 2008 | 691,162 | 2,495,880 | 57,341 | 3,244,383 | |
| Changes in consolidation perimeter (entries) | 7,082,818 | - | - | 7,082,818 | |
| Changes in consolidation perimeter (disposals) | (8,557) | - | - | (8,557) | |
| Capital expenditure | 115,805 | 16,282 | 53,952 | 186,039 | |
| Disposals | (24,362) | (44,245) | (12,735) | (81,342) | |
| Exchange rate effect | - | (1,316) | - | (1,316) | |
| Transfers | (4,627,392) | 93,464 | (30,951) | (4,564,879) | |
| Closing balance as at 30 September 2008 | 3,229,474 | 2,560,065 | 67,607 | 5,857,146 | |
| Accumulated depreciation and impairment losses: | |||||
| Opening balance as at 1 January 2008 | 386,648 | 2,045,641 | - | 2,432,289 | |
| Changes in consolidation perimeter (entries) | 6,135,009 | - | - | 6,135,009 | |
| Changes in consolidation perimeter (disposals) | - | - | - | - | |
| Depreciation and impairment losses in the period | 72,345 | 135,153 | - | 207,498 | |
| Disposals | (24,362) | (37,516) | - | (61,878) | |
| Exchange rate effect | - | (693) | - | (693) | |
| Transfers | (4,111,305) | (87,922) | - | (4,199,227) | |
| Closing balance as at 30 September 2008 | 2,458,335 | 2,054,663 | - | 4,512,998 | |
| Carrying amount as at 30 September 2008 | 771,139 | 505,402 | 67,607 | 1,344,148 | |
During the nine months period ended 30 September 2008, movements in goodwill, as well as in corresponding impairment losses, were as follows:
| 30.September.2008 | |
|---|---|
| Gross Value: | |
| Opening balance | 65,098,050 |
| Increases by acquisitions of afilliates | 39,869 |
| Decreases by disposals of companies (Note 7) | (1,278,898) |
| Decreases of percentage held | (790,804) |
| Closing balance | 63,068,217 |
| Accumulated impairment losses: | |
| Opening balance | 1,301,596 |
| Increases | - |
| Decreases | - |
| Closing balance | 1,301,596 |
| Carrying amount | 61,766,621 |
As at 30 September 2008, this caption is made up as follows:
| 30.September.2008 | |||
|---|---|---|---|
| Non Current | Current | ||
| Investment in associated companies | |||
| Opening balance as at 1 January | 17,121,634 | - | |
| Acquisitions in the period | 4,884,786 | - | |
| Disposals in the period | (3,140,129) | - | |
| Equity method effect | (9,325,344) | - | |
| Transfers | 3,338,170 | - | |
| Closing balance as at 30 September | 12,879,117 | - | |
| Goodwill transferred to Investments | 1,864,028 | - | |
| Accumulated impairment losses (Note 22) | - | - | |
| Investment in associated companies (Note 5) | 14,743,145 | - | |
| Investments in group companies, jointly controlled companies | |||
| or associated companies excluded from consolidation | |||
| Opening balance as at 1 January | 9,631,930 | - | |
| Acquisitions in the period | 30,000 | - | |
| Disposals in the period | (1,444,878) | - | |
| Transfers | - | - | |
| Closing balance as at 30 September | 8,217,052 | - | |
| Accumulated impairment losses (Note 22) | (7,814,035) | - | |
| 403,017 | - | ||
| Investments held for sale | |||
| Fair value (net of impairment losses) as at 1 January | 75,262,281 | - | |
| Acquisitions in the period | 2,867,778 | - | |
| Disposals in the period | (37,000) | - | |
| Increase/(Decrease) in fair value | (42,760,222) | - | |
| Transfers | - | - | |
| Changes in consolidation perimeter (Plysorol Group) | 38,494 | - | |
| Fair value (net of impairment losses) as at 30 September | 35,371,331 | - | |
| Other investiments (Note 6) | 35,774,348 | - | |
| 50,517,493 | - |
Investments held for sale are disclosed above, net of accumulated impairment losses (Note 22) amounting to 424,327 euro.
The use of the equity method had the following impacts: -3,060,989 euro recorded in Share of results of associated undertakings and -6,264,355 euro recorded in Other changes in Reserves.
As at 30 September 2008 and 31 December 2007, Other non-current assets are detailed as follows:
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Loans granted to related parties | ||
| Norscut - Concessionária de Scut Interior Norte, SA | 20,642,713 | 14,069,052 |
| Andar - Sociedade Imobiliária, SA | - | 3,338,173 |
| Others | 300,604 | 289,989 |
| 20,943,317 | 17,697,214 | |
| Impairment losses (Note 22) | (270,489) | (270,489) |
| 20,672,828 | 17,426,725 | |
| Trade accounts receivable and other debtors | ||
| Assets arising from the sale of financial investments | 4,921,250 | 5,510,000 |
| Others | 1,367,386 | 1,899,477 |
| 6,288,636 | 7,409,477 | |
| Impairment losses (Note 22) | (4,174,749) | (520,351) |
| 2,113,887 | 6,889,126 | |
| Taxes Recoverable | - | 2,781 |
| Other non-current assets | 22,786,715 | 24,318,632 |
As at 30 September 2008 and 31 December 2007, Trade debtors and other current assets are detailed as follows:
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Trade accounts receivable | 48,981,126 | 56,040,609 |
| Taxes recoverable | 14,742,528 | 19,444,523 |
| Loans granted to related parties | ||
| Sit B3 | 2,559,886 | 2,485,702 |
| Others | 138,460 | 6,090 |
| 2,698,346 | 2,491,792 | |
| Other current assets | ||
| Trade suppliers - debit balances | 2,266,573 | 1,446,131 |
| Other debtors | 13,531,664 | 9,762,822 |
| Accounts receivable from the sale of investments | 34,085,089 | 35,056,077 |
| Accounts receivable from the sale of tangible assets | 87,504 | 15,348 |
| Income related with construction contracts | - | 1,790,984 |
| Interest receivable | 1,017,128 | 135,205 |
| Deferred costs - Rents | 263,049 | 231,105 |
| Deferred costs - External supplies and services | 5,531,833 | 3,576,303 |
| Other current assets | 1,159,957 | 1,862,601 |
| 57,942,797 | 53,876,576 | |
| 124,364,797 | 131,853,500 | |
| Accumulated impairment losses (Note 22) | (31,707,972) | (30,929,154) |
| Changes in consolidation perimeter (Plysorol Group) | 25,802,427 | - |
| Trade Debtors and Other Current Assets | 118,459,252 | 100,924,346 |
In "Accounts receivable from the sale of investments" as at 30 September 2008 and 31 December 2007, most significant values are related to the debt on the sale of Grano Salis in 2006 (11,532,035 euro) and on the sale of Elmo, SGPS, SA in 2007 (19,794,479 euro), the latter subject to an impairment loss (Note 22).
Deferred tax assets and liabilities as at 30 September 2008 and 31 December 2007 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 30.September.2008 | 31.December.2007 | 30.September.2008 | 31.December.2007 | |
| Harmonisation adjustments | 512,697 | - | 317,067 | 49 |
| Provisions and impairment losses | - | 203,180 | 3,367 | 5,219,288 |
| Write off of tangible and intangible assets | 2,110,693 | 2,174,715 | 1,511,184 | 1,510,830 |
| Revaluation of tangible assets | - | - | 783,735 | 795,849 |
| Tax losses carried forward | 14,176,417 | 11,589,253 | - | - |
| Others | 696,054 | 353,772 | - | 354 |
| 17,495,861 | 14,320,920 | 2,615,353 | 7,526,370 |
In accordance with tax statements and tax estimates presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 September 2008 and 31 December 2007, and using exchange rates effective at that time, tax losses carried forward can be summarised as follows:
| 30.September.2008 | 31.December.2007 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets | Time limit | Tax losses carried forward |
Deferred tax assets | Time limit | |
| With limited time use | ||||||
| Generated in 2002 | 168,073 | 42,018 | 2008 | 1,209,557 | 302,389 | 2008 |
| Generated in 2003 | 7,263,652 | 1,815,913 | 2009 | 9,126,348 | 2,281,587 | 2009 |
| Generated in 2004 | 6,153,960 | 1,538,490 | 2010 | 6,627,219 | 1,656,805 | 2010 |
| Generated in 2005 | 7,025,798 | 1,756,451 | 2011 | 7,025,798 | 1,756,449 | 2011 |
| Generated in 2006 | 11,702,529 | 2,925,632 | 2012 | 11,702,529 | 2,925,632 | 2012 |
| Generated in 2007 | 6,273,419 | 1,568,355 | 2013 | 8,743,671 | 2,185,919 | 2013 |
| Generated in 2008 | 16,196,344 | 4,049,086 | 2014 | - | - | |
| 54,783,775 | 13,695,945 | 44,435,122 | 11,108,780 | |||
| With a time limit different from the above | ||||||
| mentioned | 1,453,780 | 480,473 | 1,453,780 | 480,473 | ||
| 1,453,780 | 480,473 | 1,453,780 | 480,473 | |||
| 56,237,555 | 14,176,418 | 45,888,902 | 11,589,253 |
As at 30 September 2008 and 31 December 2007, Deferred tax assets resulting from tax losses carried forward were re-assessed against each company's business plans, which are regularly updated, and available tax planning opportunities. 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 September 2008 tax losses carried forward, amounting to 141,465,403 euro have not originated deferred tax assets for prudential reasons. These may be summarised as follows:
| 30.September.2008 | 31.December.2007 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets | Time limit | Tax losses carried forward |
Deferred tax assets | Time limit | |
| With limited time use | ||||||
| Generated in 2002 | 25,724,254 | 6,431,066 | 2008 | 36,487,545 | 9,121,887 | 2008 |
| Generated in 2003 | 11,400,023 | 2,850,006 | 2009 | 13,379,146 | 3,344,787 | 2009 |
| Generated in 2004 | 5,094,425 | 1,273,607 | 2010 | 5,065,719 | 1,266,430 | 2010 |
| Generated in 2005 | 9,134,212 | 2,283,554 | 2011 | 7,726,020 | 1,931,505 | 2011 |
| Generated in 2006 | 13,999,408 | 3,499,854 | 2012 | 13,437,053 | 3,359,264 | 2012 |
| Generated in 2007 | 23,161,623 | 5,790,404 | 2013 | 22,867,073 | 5,716,767 | 2013 |
| Generated in 2008 | 35,553,232 | 8,888,309 | 2014 | - | - | |
| 124,067,177 | 31,016,800 | 98,962,556 | 24,740,640 | |||
| Without limited time use | 4,011,002 | 1,336,867 | 4,849,357 | 1,616,291 | ||
| With a time limit different from the above mentioned |
13,387,224 | 3,929,597 | 11,525,185 | 3,403,077 | ||
| 17,398,226 | 5,266,464 | 16,374,542 | 5,019,368 | |||
| 141,465,403 | 36,283,264 | 115,337,098 | 29,760,008 |
On 30 September 2008 tax losses carried forward in companies of the Plysorol Group amount to 21,880,513 euro which have not been included in this note.
As at 30 September 2008 and 31 December 2007, Cash and cash equivalents can be detailed as follows:
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Cash at hand | 217,696 | 183,580 |
| Bank deposits | 3,207,338 | 43,040,144 |
| Treasury applications | 849,588 | 1,110,117 |
| 4,274,622 | 44,333,841 | |
| Bank overdrafts | (2,594,116) | (2,950,698) |
| Cash and cash equivalents in the statement of cash flows | 1,680,506 | 41,383,143 |
| Cash and cash equivalents | 4,839,768 | 44,333,841 |
| Cash and cash equivalents - Changes in perimeter (Plysorol Group) | 1,384,219 | - |
| Cash and cash equivalents in the balance sheet | 6,223,987 | 44,333,841 |
| Bank overdrafts | (2,594,116) | (2,950,698) |
| Bank overdrafts - Changes in perimeter (Plysorol Group) | (11,894,327) | - |
| Bank overdrafts (Note 17) | (14,488,443) | (2,950,698) |
Bank overdrafts are disclosed in the balance sheet under current Bank loans.
The share capital of Sonae Capital, SGPS, SA is represented by 250,000,000 ordinary shares, which do not have the right to a fixed remuneration, with a nominal value of 1 euro each.
The demerger originated a reserve in the amount of 132,638,253 euro, which has a treatment similar to that of a Legal Reserve. According to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.
Movements in minority interests in the periods ended 30 September 2008 and 31 December 2007 are as follows:
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Opening balance as at 1 January | 36,758,832 | 18,876,352 |
| Acquisitions with increase in percentage ownership | - | 17,108,025 |
| Changes resulting from currency translation | (26,828) | (22,328) |
| Changes in percentage ownership from disposal of companies | 4,385,813 | - |
| Changes in consolidation perimeter ( Plysorol Group) | (6,340,087) | - |
| Others | 223,306 | (57,033) |
| Profit for the period attributable to minority interests | (1,039,498) | 853,816 |
| Closing balance | 33,961,538 | 36,758,832 |
As at 30 September 2008 and 31 December 2007, Borrowings are made up as follows:
| 30.September.2008 | 31.December.2007 | |||||||
|---|---|---|---|---|---|---|---|---|
| Outstanding amount | Outstanding amount | |||||||
| Amount limit | Current | Non Current | Amount limit | Current | Non Current | Repayable on | ||
| Bank Loans | ||||||||
| Sonae Capital SGPS - commercial paper | 30,000,000 | - | 30,000,000 | - | - | - | Mar/2013 | |
| Sonae Capital SGPS - commercial paper | 60,000,000 | 2,000,000 | - | - | - | - | Mar/2013 | |
| Sonae Capital SGPS | 12,000,000 | 7,000,000 | - | - | - | - | Sep/2009 | |
| a) d) Sonae Turismo - commercial paper | 110,000,000 | - | - | 110,000,000 | - | 109,999,989 | Aug/2009 | |
| b) f) SC, SGPS - commercial paper | 110,000,000 | 109,999,989 | - | - | - | - | Aug/2009 | |
| e) | Praedium SGPS - commercial paper | - | - | - | 7,500,000 | 1,250,000 | - | Aug/2008 |
| c) | Imoferro | - | - | - | 6,983,171 | 122,295 | 6,529,175 | May/2027 |
| Invesaúde | 1,000,000 | 500,000 | 500,000 | 2,000,000 | 250,000 | 1,250,000 | Aug/2010 | |
| d) | SC-Insurance and Risk Services-commercial paper | - | - | - | 1,977,175 | 1,977,175 | - | Feb/2008 |
| Selfrio Engenharia | 5,600,000 | 1,400,000 | 4,200,000 | 3,850,000 | 1,068,750 | 2,781,250 | May/2012 | |
| Others | - | 470,568 | 1,747,850 | - | 93,474 | 2,150,000 | ||
| 121,370,557 | 36,447,850 | 4,761,694 | 122,710,414 | |||||
| Bank overdrafts (Note 14) | 14,488,443 | 2,952,348 | - | |||||
| Bank Loans | 135,859,000 | 36,447,850 | 7,714,042 | 122,710,414 | ||||
| Bonds | ||||||||
| Bonds Sonae Capital 2007/2012 | - | 20,000,000 | - | 20,000,000 | Dec/2012 | |||
| Bonds Sonae Capital 2007/2012 | - | 30,000,000 | - | 30,000,000 | Dec/2012 | |||
| d) | Bonds SC-Insurance | - | 15,000,000 | - | ||||
| Bonds SC, SGPS, S.A. 2008/2018 | - | 50,000,000 | - | - | Mar/2018 | |||
| Amortised cost for bank loans and bonds | - | (1,030,431) | - | (234,000) | ||||
| Bonds | - | 98,969,569 | 15,000,000 | 49,766,000 | ||||
| Other loans | - | - | 176,635 | 250,577 | ||||
| Derivatives | - | - | - | - | ||||
| Obligations under finance leases | 1,835,729 137,694,729 |
17,370,661 152,788,080 |
1,860,326 24,751,003 |
18,726,595 191,453,586 |
||||
a) SC, SGPS, SA is a co-guarantor in this loan.
b) Sonae Turismo SGPS, SA is a co-guarantor in this loan.
c) This loan was guaranteed by mortgages of properties held by this affiliated company and has been fully repaid on 9 May 2008.
d) These loans were fully repaid in January and February 2008.
e) This loan was repaid on 20 June 2008, before its maturity date.
f) Contract with possibility of renewal for a further period of 2 years.
Sonae Capital SGPS - 2007/2012 Bonds 1st issue in the amount of 20,000,000 euro, with a 5 year maturity, and a sole reimbursement on 31 December 2012, except if the reimbursement is anticipated, fully or partially, which can happen on 31 December 2010.
Sonae Capital SGPS - 2007/2012 Bonds 2nd issue in the amount of 30,000,000 euro, with a 5 year maturity, and a sole reimbursement on 31 December 2012.
SC, SGPS, SA -2008/2018 Bonds in the amount of 50,000,000 euro, with a 10 year maturity, and a sole reimbursement on 3 March 2018, except if the reimbursement is anticipated, fully or partially, which can happen on 3 March 2016.
These bond loans bear interest every six months at 6 months Euribor interest rates plus spreads that range between 0.50% and 0.95%.
The repayment schedule of the nominal value of borrowings may be summarised as follows:
| 30.September.2008 | 31.December.2007 | |||
|---|---|---|---|---|
| Capital | Interest | Capital | Interest | |
| N+1 a) | 137,694,729 | 14,326,872 | 24,751,003 | 5,130,659 |
| N+2 | 5,566,246 | 8,768,377 | 114,359,681 | 4,293,458 |
| N+3 | 23,494,738 | 8,593,217 | 24,155,400 | 4,071,652 |
| N+4 | 2,623,649 | 8,411,409 | 3,683,383 | 2,774,451 |
| N+5 | 60,878,159 | 6,903,755 | 31,732,355 | 2,596,855 |
| After N+5 | 61,255,718 | 17,132,263 | 17,756,767 | 6,532,429 |
| 291,513,240 | 64,135,893 | 216,438,590 | 25,399,505 |
a) Includes amounts drawn under commercial paper programmes.
The hedging instruments used by the Group as at 30 September 2008 were mainly "swaps" and interest rate options (cash flow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 50,000,000 euro, whose net fair value was 346,470 euro. As at 30 September 2008, 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. The determination of fair value of these financial instruments is based, for swaps, on updating on the balance sheet date the future cash flows resulting from the difference between the fixed interest rate of the fixed leg of the derivative and the variable interest rate indexed to the variable leg of the derivative. For options, fair value is determined using the Black-Scholes model and its variants.
The risk cover principles generally used by the Group to contractually arrange hedging instruments are as follows:
The 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 recognised merit. The counterparts for derivatives are top level, highly prestigious financial institutions which are recognised nationally and internationally.
The fair value of derivatives is accounted in Investments held for trading, as follows:
| Assets | Liabilities | |||
|---|---|---|---|---|
| 30.September.2008 | 31.December.2007 | 30.September.2008 | 31.December.2007 | |
| Hedge accounting derivatives | ||||
| Interest rate | 346,470 | - | - | - |
| Other derivatives | - | - | - | - |
| 346,470 | - | - | - | |
As at 30 September 2008 and 31 December 2007, Other non-current liabilities were made up as follows:
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Loans and other amounts payable to related parties | ||
| Plaza Mayor Parque de Ocio, SA | 2,323,720 | 2,323,820 |
| Others | 700,002 | 617,000 |
| 3,023,722 | 2,940,820 | |
| Other creditors | ||
| Creditors in the restructuring process of Torralta | 30,141,462 | 30,141,462 |
| Guarantees of suppliers | - | 4,672,100 |
| Fixed assets suppliers | 1,348,461 | 1,387,500 |
| Others | 131,585 | 8,553 |
| 31,621,508 | 36,209,615 | |
| Changes in perimeter (Plysorol Group) | ||
| Changes in perimeter | 40,673,598 | - |
| Elimination of intra-group | (9,105,000) | - |
| Other Non-Current Liabilities | 66,213,828 | 39,150,435 |
As at 30 September 2008 and 31 December 2007, "Other creditors" include 30,141,462 euro payable to creditors of an affiliated undertaking under the terms of a judicial restructuring process. The court decision dated 27 November 1997 (which confirms the terms approved in the creditors meeting of 23 September 1997) states that these credits will be payable 50 years from the date that the decision was confirmed (30 January 2003).
In 2007 and previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae SGPS, SA to be acquired at nil cost, three years after they were attributed to the employee. In any case, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the choice to settle in cash instead of shares. The option can only be exercised if the employee still works for the Sonae Capital Group on the vesting date. On 28 January 2008 existing liabilities based on Sonae, SGPS, SA's shares have been recalculated to reflect liabilities based on Sonae Capital, SGPS, SA's shares. Closing share prices as at that date were used in this recalculation.
As at 30 September 2008 and 31 December 2007 the market value of total liabilities arising from share-based payments, which have not yet vested, may be summarised as follows:
| Year of | Vesting | Number of | Fair Value | ||
|---|---|---|---|---|---|
| grant | year | participants | 30.September.2008 | 31.December.2007 | |
| Shares | |||||
| 2005 | 2008 | 0 | - | 573,543 | |
| 2006 | 2009 | 6 | 124,422 | 267,377 | |
| 2007 | 2010 | 5 | 82,545 | 218,103 | |
| 2008 | 2011 | 7 | 202,839 | - | |
| Total | 409,806 | 1,059,023 |
As at 30 September 2008 and 31 December 2007 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.September.2008 | 31.December.2007 | |
|---|---|---|
| Staff costs | (252,057) | 559,369 |
| Retained earnings | 464,971 | 265,126 |
| 212,914 | 824,495 | |
| Other liabilities | 212,914 | 824,495 |
| 212,914 | 824,495 |
As at 30 September 2008 and 31 December 2007, Trade accounts payable and Other current liabilities were made up as follows:
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Trade creditors | 42,001,144 | 62,517,417 |
| Loans and other amounts payable to related parties | ||
| Others | 406,935 | - |
| 406,935 | - | |
| Other current liabilities | ||
| Fixed assets suppliers | 13,060,872 | 5,009,524 |
| Amounts received as down payments | 37,857,766 | 21,285,566 |
| Advances from customers | 1,694,364 | 1,333,157 |
| Other accounts payable | 10,835,240 | 3,598,684 |
| Taxes and contributions payable | 9,759,329 | 13,399,775 |
| Cost accruals related to construction works | 103,114 | 14,257,334 |
| Staff Costs | 6,879,898 | 6,809,301 |
| Interest payable | 1,296,013 | 712,251 |
| Amounts invoiced for works not yet completed | 5,093,512 | 3,686,414 |
| Other external supplies and services | 1,537,506 | 1,555,468 |
| Others | 5,441,401 | 6,074,683 |
| 93,559,015 | 77,722,157 | |
| Changes in consolidation perimeter (Plysorol Group) | 37,368,572 | - |
| Suppliers and other current liabilities | 173,335,666 | 140,239,574 |
| Captions | Balance as at 31.December.07 |
Increases | Decreases | Change of perimeter (Plysorol Group) |
Balance as at 30.September.2008 |
|---|---|---|---|---|---|
| Accumulated impairment losses on investments (Note 10) | 28,720,049 | 106,097 | (20,587,784) | 8,238,362 | |
| Accumulated impairment losses on other non-current assets (Note 11) | 790,840 | 3,654,398 | - | 4,445,238 | |
| Accumulated impairment losses on trade accounts receivable and on other current debtors (Note 12) | 30,929,153 | 1,697,769 | (1,027,640) | 108,690 | 31,707,972 |
| Accumulated impairment losses on stocks | 7,474,353 | 208,361 | (1,590,557) | 1,026,857 | 7,119,014 |
| Non-current provisions | 16,654,464 | 10,706 | (7,932,739) | 4,504,609 | 13,237,040 |
| Current provisions | 3,815,464 | 300,000 | (2,873,653) | 240,691 | 1,482,502 |
| 88,384,323 | 5,977,331 | (13,424,589) | (14,706,937) | 66,230,128 | |
As at 30 September 2008 and 31 December 2007, Provisions can be analysed as follows:
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Guarantees on construction works given to clients | - | 4,697,502 |
| Judicial claims | 4,440,899 | 3,954,369 |
| Others | 10,278,643 | 11,818,057 |
| 14,719,542 | 20,469,928 |
Impairment losses are deducted from the book value of the corresponding asset.
As at 30 September 2008 and 31 December 2007, Contingent liabilities were made up of guarantees given as follows:
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Guarantees given: | ||
| on tax claims | 4,258,314 | 5,845,298 |
| on judicial claims | 318,846 | 2,696,996 |
| on municipal claims | 5,706,053 | 5,887,208 |
| others | 59,288,388 | 74,799,709 |
Others include the following guarantees:
5,672,602 euro as at 30 September 2008 (22,730,724 euro as at 31 December 2007) of guarantees on construction works given to clients;
37,632,049 euro as at 30 September 2008 (37,899,252 euro as at 31 December 2007) of guarantees given concerning building permits in the tourism business;
186,153 euro as at 30 September 2008 (124,699 euro as at 31 December 2007) of guarantees given for the construction of ferry boats;
12,000,000 euro as at 30 September 2008 and as at 31 December 2007 of guarantees given on the sale of the shareholding in Granosalis, SGPS, SA..
Balances and transactions with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | ||||
|---|---|---|---|---|---|
| Transactions | 30.September.2008 | 30.September.2007 | 30.September.2008 | 30.September.2007 | |
| Parent company and group companies excluded from consolidation (a) |
226,877 | 986,786 | 262,865 | 856,273 | |
| Associated companies | 193,999 | 296,423 | 830,545 | 1,011,853 | |
| Other partners in Group companies | 54,771,970 | 46,069,999 | 6,122,969 | 5,445,694 | |
| 55,192,846 | 47,353,208 | 7,216,379 | 7,313,820 | ||
| Interest income | Interest expenses | ||||
| Transactions | 30.September.2008 | 30.September.2007 | 30.September.2008 | 30.September.2007 | |
| Parent company and group companies excluded from consolidation (a) |
- | 1,152,465 | - | - | |
| Associated companies | 994,409 | 3,863 | - | 71,777 | |
| Other partners in Group companies | 18,059 | 963,173 | 118,340 | 6,905,555 | |
| 1,012,468 | 2,119,501 | 118,340 | 6,977,332 | ||
| Accounts receivable | Accounts payable | ||||
| Balances | 30.September.2008 | 31.December.2007 | 30.September.2008 | 31.December.2007 | |
| Parent company and group companies excluded from consolidation (a) |
127,933 | 98,684 | 106,305 | 469,379 | |
| Associated companies | 1,254,268 | 393,405 | 652,451 | 94,440 | |
| Other partners in Group companies | 18,640,772 | 32,520,201 | 4,780,051 | 4,117,245 | |
| 20,022,973 | 33,012,290 | 5,538,807 | 4,681,064 | ||
| Loans | |||||
| Obtained | Granted | ||||
| Balances | 30.September.2008 | 31.December.2007 | 30.September.2008 | 31.December.2007 | |
| Parent company and group companies excluded from consolidation (a) |
- | - | - | - | |
| Associated companies | - | - | 20,717,713 | 17,407,225 | |
| Other partners in Group companies | 2,323,720 | 2,340,818 | - | - | |
| 2,323,720 | 2,340,818 | 20,717,713 | 17,407,225 |
(a) The parent company is Efanor Investimentos, SGPS, SA; balances and transactions with Sonae, SGPS, SA and with Sonae Indústria, SGPS, SA are included under Other partners in Group companies.
As at 30 September 2008 and 2007, Taxation is made up as follows:
| 30.September.2008 | 30.September.2007 | ||
|---|---|---|---|
| Current tax | 3,383,383 | 3,317,985 | |
| Deferred tax | (2,890,085) | (5,933,504) | |
| 493,298 | (2,615,519) |
As at 30 September 2008 and 2007, the reconciliation of consolidated net profit can be analysed as follows:
| 30.September.2008 | 30.September.2007 | |
|---|---|---|
| Aggregate net profit | 72,704,556 | (54,444,083) |
| Harmonisation adjustments | (8,942,264) | (8,244,691) |
| Elimination of intragroup dividends | (40,464,917) | (7,076,296) |
| Share of results of associated undertakings (Note 10) | (3,060,989) | 698,219 |
| Elimination of intragroup capital gains and losses | (1,148,091) | (4,149,789) |
| Elimination of intragroup provisions | (13,848,888) | (1,553,000) |
| Consolidation adjustments to gains/(losses) | 25,888,455 | 78,611,134 |
| on sales of investments Others |
1,170 | (1) |
| Consolidated net profit for the year | 31,129,032 | 3,841,493 |
Earnings per share for the periods ended 30 September 2008 and 2007 were calculated taking into consideration the following amounts:
| 30.September.2008 | 30.September.2007 | |
|---|---|---|
| Total | Total | |
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings per share (Net profit for the period) |
32,168,530 | 3,554,787 |
| Effect of dilutive potential shares | - | - |
| Interest related to convertible bonds (net of tax) | - | - |
| Net profit taken into consideration to calculate diluted earnings per share |
32,168,530 | 3,554,787 |
| Number of shares | ||
| Weighted average number of shares used to calculated basic earnings per share |
250,000,000 | 250,000,000 |
| Effect of dilutive potential ordinary shares from convertible bonds |
- | - |
| Weighted average number of shares used to calculated | ||
| diluted earnings per share | 250,000,000 | 250,000,000 |
| Earnings per share (basic and diluted) | 0.128674 | 0.014219 |
There are no convertible instruments included in Sonae Capital, SGPS, SA's shares, hence there is no dilutive effect.
As at 30 September 2008 and 2007, the following were identified as primary business segments:
No secondary business segments were disclosed since Group activities are almost all carried out in Portugal. Foreign activities are not significant enough to justify disclosure of a different geographical segment.
The contribution of the business segments to the income statement for the periods ended on 30 September 2008 and 2007 can be detailed as follows:
| 30.September.2008 | |||||
|---|---|---|---|---|---|
| Tourism | Spred | Holding | Consolidation Adjustments |
Total | |
| Operational income | |||||
| Sales | 3,864,033 | 76,800,778 | - | - | 80,664,811 |
| Services rendered | 30,714,587 | 52,278,007 | 148,449 | - | 83,141,043 |
| Other operational income | 2,306,969 | 2,977,612 | 138,057 | - | 5,422,638 |
| 36,885,589 | 132,056,397 | 286,506 | - | 169,228,492 | |
| Inter-segment income | 1,066,386 | 560,584 | 115,301 | (1,742,271) | - |
| 37,951,975 | 132,616,981 | 401,807 | (1,742,271) | 169,228,492 | |
| Operational cash-flow (EBITDA) | (5,784,196) | 3,510,568 | (2,950,308) | (98,857) | (5,322,793) |
| Depreciation and amortisation | (6,012,652) | (2,069,888) | (22,130) | 59,549 | (8,045,121) |
| Provisions and impairment losses | (2,521,412) | (327,111) | - | - | (2,848,523) |
| Reversal of provisions and impairment losses 1 | 728,838 | 76,805 | 50,000 | (234) | 855,409 |
| Operational profit (EBIT) | (13,589,422) | 1,190,374 | (2,922,438) | (39,542) | (15,361,028) |
| Net financial expenses | (18,806,368) | (1,535,903) | 10,744,520 | 3,836 | (9,593,915) |
| Share of results of associated undertakings | - | - | - | (3,060,989) | (3,060,989) |
| Investment income | 1,385,651 | 55,336,503 | 2,916,108 | - | 59,638,262 |
| Profit before taxation | (31,010,139) | 54,990,974 | 10,738,190 | (3,096,695) | 31,622,330 |
| Taxation | 2,026,116 | (2,020,228) | (322,405) | (176,781) | (493,298) |
| Net profit for the period | (28,984,023) | 52,970,746 | 10,415,785 | (3,273,476) | 31,129,032 |
| - attributable to equity holders of Sonae Capital | 32,168,530 | ||||
| - attributable to minority interests | (1,039,498) |
| Tourism | Spred | Holding | Consolidation Adjustments |
Total | |
|---|---|---|---|---|---|
| Operational income | |||||
| Sales | 8,469,159 | 51,974,014 | - | - | 60,443,173 |
| Services rendered | 30,429,015 | 45,270,663 | 997,446 | - | 76,697,124 |
| Other operational income | 1,780,749 | 2,146,246 | 550,555 | - | 4,477,550 |
| 40,678,923 | 99,390,923 | 1,548,001 | - | 141,617,847 | |
| Inter-segment income | 1,057,259 | 150,487 | 150,237 | (1,357,983) | - |
| 41,736,182 | 99,541,410 | 1,698,238 | (1,357,983) | 141,617,847 | |
| Operational cash-flow (EBITDA) | 293,341 | 5,736,246 | (1,509,203) | - | 4,520,384 |
| Depreciation and amortisation | (4,578,399) | (722,202) | (75,000) | 59,550 | (5,316,051) |
| Provisions and impairment losses | (109,746) | (101,190) | - | - | (210,936) |
| Reversal of provisions and impairment losses 1 | 109,786 | 126,588 | 50,000 | - | 286,374 |
| Operational profit (EBIT) | (4,285,018) | 5,039,442 | (1,534,203) | 59,550 | (720,229) |
| Net financial expenses | (13,257,740) | (744,613) | 5,671,022 | - | (8,331,331) |
| Share of results of associated undertakings | - | - | - | 698,219 | 698,219 |
| Investment income | (5,708,755) | 4,372,860 | (44,865,503) | 55,780,713 | 9,579,315 |
| Profit before taxation | (23,251,513) | 8,667,689 | (40,728,684) | 56,538,482 | 1,225,974 |
| Taxation | 4,200,152 | (1,385,190) | (199,443) | - | 2,615,519 |
| Net profit for the period | (19,051,361) | 7,282,499 | (40,928,127) | 56,538,482 | 3,841,493 |
| - attributable to equity holders of Sonae Capital | 3,554,786 | ||||
| - attributable to minority interests | 286,707 |
30.September.2007
1) Value included in Other Operational Income but used in the calculation of oparational cash-flow (EBITDA).
| 30.September.2008 | |||||
|---|---|---|---|---|---|
| Tourism | Spred | Holding | Consolidation Adjustments |
Total | |
| Fixed assets | |||||
| Tangible and Intangible | 369,492,197 | 58,093,207 | 51,623 | - | 427,637,027 |
| Goodwill | - | - | - | 61,766,621 | 61,766,621 |
| Investments | 5,045,437 | 15,982,087 | 47,548,605 | (18,058,636) | 50,517,493 |
| Deferred tax assets | 16,843,552 | 652,309 | - | - | 17,495,861 |
| Other assets | 248,096,649 | 173,820,636 | 547,843,295 | (624,407,373) | 345,353,207 |
| Cash, Cash Equivalents and Current Investments | 1,948,128 | 3,024,599 | 1,598,229 | - | 6,570,956 |
| Total assets | 641,425,964 | 251,572,838 | 597,041,752 | (580,699,388) | 909,341,166 |
| Non-current liabilities | |||||
| Borrowings | 3,051,548 | 20,766,963 | 128,969,569 | - | 152,788,080 |
| Deferred tax liabilities | 2,615,353 | - | - | - | 2,615,353 |
| Other non-current liabilities | 464,420,582 | 117,512,586 | 8,723,393 | (511,205,693) | 79,450,868 |
| Current liabilities | |||||
| Borrowings | 2,080,970 | 16,613,775 | 118,999,984 | - | 137,694,729 |
| Other current liabilities | 154,545,633 | 90,141,922 | 45,455,508 | (115,324,895) | 174,818,168 |
| Total liabilities | 626,714,086 | 245,035,246 | 302,148,454 | (626,530,588) | 547,367,198 |
| Capital expenditure | 75,771,048 | 3,341,614 | 48,463 | - | 79,161,125 |
| Gross Debt | 5,132,517 | 37,380,739 | 247,969,552 | - | 290,482,808 |
| Net Debt | 3,184,389 | 34,356,140 | 246,371,324 | - | 283,911,853 |
| 31.December.2007 | |||||
| Tourism | Spred | Holding | Consolidation Adjustments |
Total | |
| Fixed assets | |||||
| Tangible and Intangible | 302,435,989 | 26,830,791 | 575,220 | - | 329,842,000 |
| Goodwill | - | - | - | 63,796,454 | 63,796,454 |
| Investments | 2,451,539 | 10,571,412 | 99,803,510 | (16,654,526) | 96,171,935 |
| Deferred tax assets | 13,558,815 | 762,105 | - | - | 14,320,920 |
| Other assets | 197,350,492 | 262,464,964 | 323,309,310 | (514,392,126) | 268,732,640 |
| Cash, Cash Equivalents and Current Investments | 20,222,050 | 2,662,597 | 21,449,693 | - | 44,334,340 |
| Total assets | 536,018,885 | 303,291,869 | 445,137,733 | (467,250,198) | 817,198,289 |
| Non-current liabilities | |||||
| Borrowings | 120,455,895 | 21,231,691 | 49,766,000 | - | 191,453,586 |
| Deferred tax liabilities | 2,307,082 | 5,219,288 | - | - | 7,526,370 |
| Other non-current liabilities | 224,906,319 | 63,900,370 | 8,723,393 | (241,725,183) | 55,804,899 |
| Current liabilities | |||||
| Borrowings | 3,597,104 | 21,153,900 | - | - | 24,751,004 |
| Other current liabilities | 224,273,698 | 99,070,392 | 95,414,547 | (274,703,600) | 144,055,037 |
| Total liabilities | 575,540,098 | 210,575,641 | 153,903,940 | (516,428,783) | 423,590,896 |
| Capital expenditure | 73,123,914 | 31,406,734 | 24,084 | - | 104,554,732 |
| Gross Debt | 124,052,999 | 42,385,591 | 49,766,000 | - | 216,204,590 |
| Net Debt | 103,830,949 | 39,722,994 | 28,316,307 | - | 171,870,250 |
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Inflows | ||
| Bank debt | 247,969,552 | 49,766,000 |
| Cash and cash equivalents | 1,598,229 | 21,449,693 |
| Net bank debt | 246,371,323 | 28,316,307 |
| Tourism | 695,000 | 5,320,000 |
| Spred | 2,475,000 | 1,191,600 |
| Intercompany short term loans obtained | 3,170,000 | 6,511,600 |
| Total Inflows | 249,541,323 | 34,827,907 |
| Outflows | ||
| Tourism | 481,197,789 | 271,501,584 |
| Spred | 49,106,936 | 36,695,533 |
| Intercompany loans granted | 530,304,725 | 308,197,117 |
No relevant events occurred between the date of presentation of these financial statements and the date of their approval.
The accompanying consolidated financial statements were approved by the Board of Directors on 12 November 2008.
| ASSETS | Notes | 30 September 2008 | 31 December 2007 | |
|---|---|---|---|---|
| NON CURRENT ASSETS: Tangible assets Available for sale investments Other non current assets |
Total Non Current Assets | 4 5 |
5,945 382,638,253 74,749,000 457,393,198 |
- 382,638,253 49,749,000 432,387,253 |
| CURRENT ASSETS: Other current assets Investments held for trading Cash and cash equivalents |
Total Current Assets | 6 7 8 |
14,159,684 346,470 11,225 14,517,379 |
23,901 - 1,363 25,264 |
| TOTAL ASSETS | 471,910,577 | 432,412,517 | ||
| EQUITY AND LIABILITIES | ||||
| EQUITY: Share Capital Translation and Fair Value Reserves Other reserves Retained earnings Profit / (Loss) for the period TOTAL EQUITY |
9 | 250,000,000 276,023 132,638,253 (2,012) (846,883) 382,065,381 |
250,000,000 - 132,638,253 - (2,012) 382,636,241 |
|
| LIABILITIES: NON CURRENT LIABILITIES: Bank loans Bonds |
Total Non Current Liabilities | 10 10 |
29,930,586 49,810,618 79,741,204 |
- 49,766,000 49,766,000 |
| CURRENT LIABILITIES: Suppliers Bank loans Other creditors Taxes and other contributions payable Other current liabilities |
Total Current Liabilities | 10 11 11 |
4,464 9,000,000 47,918 35,224 1,016,386 10,103,992 |
800 - 1,994 25 7,457 10,276 |
| TOTAL EQUITY AND LIABILITIES | 471,910,577 | 432,412,517 |
The accompanying notes are part of these financial statements
| Notes | 3rd Quarter 2008 | 30 September 2008 | |
|---|---|---|---|
| Operational income: | |||
| Other operational income | 16,843 | 16,843 | |
| Total operational income | 16,843 | 16,843 | |
| Operational expenses: | |||
| External supplies and services | 12 | (47,667) | (321,455) |
| Staff costs | (237,502) | (872,038) | |
| Depreciation and amortisation | (660) | (1,981) | |
| Other operational expenses | (6,096) | (28,091) | |
| Total operational expenses | (291,925) | (1,223,565) | |
| Operational profit/(loss) | (275,082) | (1,206,722) | |
| Financial income | 13 | 1,447,480 | 3,528,189 |
| Financial expenses | 13 | (1,246,629) | (3,167,798) |
| Net financial income/(expenses) | 200,851 | 360,391 | |
| Profit/(loss) before taxation | (74,231) | (846,331) | |
| Taxation | 220 | (552) | |
| Profit/(loss) for the period | (74,011) | (846,883) |
The accompanying notes are part of these financial statements
(Amounts expressed in euro)
| Res erv es |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sha re C apit al |
Ow n S har es |
Sha re Pre miu m |
Add aid in C ition al p apit al |
Leg al Res erv e |
Leg al R luat ion eva Res erv e |
Fair Va lue Res erv e |
Hed ging Res erv e |
Tra nsla tion Res erv e |
Oth er R ese rves |
Ret ds Ear aine ning s |
Net pro fit / (los s) |
Tot al E quit y |
|
| Bal s at 1 J 200 8 anc e a anu ary |
250 ,000 ,000 |
- | - | - | - | - | - - |
- | 132 ,638 ,253 |
- | (2,0 12) |
382 ,636 ,24 1 |
|
| App riat ion of p rofit rop s: |
|||||||||||||
| T sfer to lega l res ran erv e |
- | - | - | - | - | - | - - |
- | - | - | - | - | |
| D ivid end s di strib uted |
- | - | - | - | - | - | - - |
- | - | - | - | - | |
| T sfer ined rnin to reta ran ea gs |
- | - | - | - | - | - | - - |
- | - | (2,0 12) |
2,0 12 |
- | |
| Acq uisi tion /(di sal) of sha spo own res |
- | - | - | - | - | - | - - |
- | - | - | - | - | |
| Incr e/(d e) i n fa ir va lue of h edg ing fina ncia l ins trum ent eas ecr eas s |
- | - | - | - | - | 276 ,023 - |
- | - | - | - | - | 276 ,023 |
|
| Def d ta risin g fr incr e/(d e) i n fa ir va lue of f inan cial ins trum ent erre x a om eas ecr eas s |
- | - | - | - | - | - | - - |
- | - | - | - | - | |
| Incr e/(d e) i n fa ir va lue of in tme nts eas ecr eas ves |
- | - | - | - | - | - | - - |
- | - | - | - | - | |
| Def g fr e/(d e) i n fa of d ta risin incr ir va lue inve stm ent erre x a om eas ecr eas s |
- | - | - | - | - | - | - - |
- | - | - | - | - | |
| Pro fit/( loss ) fo r th erio d e p |
- | - | - | - | - | - | - - |
- | - | - | (84 6,8 83) |
(84 6,8 83) |
|
| Oth ers |
- | - | - | - | - | - | - - |
- | - | - | - | - | |
| Bal s at 30 Se pte mbe r 20 08 anc e a |
250 ,000 ,000 |
- | - | - | - | 276 ,023 - |
- | - | 132 ,638 ,253 |
(2,0 12) |
(84 6,8 83) |
382 ,065 ,38 1 |
The accompanying notes are part of these financial statements
| 30 September 2008 | |
|---|---|
| OPERATING ACTIVITIES | |
| Cash receipts from trade debtors | 316,990 |
| Cash paid to employees | 626,680 |
| Cash flow generated by operations | (943,670) |
| Income taxes (paid)/received | (15,618) |
| Other cash receipts/(payments) relating to operating activities | 8,866 |
| Net cash flow from operating activities [1] | (950,422) |
| INVESTMENT ACTIVITIES | |
| Cash receipts arising from: | |
| Interest and similar income | 2,078,231 |
| 2,078,231 | |
| Cash receipts arising from: | |
| Tangible assets | 7,927 |
| Loans granted | 37,724,000 |
| (37,731,927) | |
| Net cash flow from investment activities [2] | (35,653,696) |
| FINANCING ACTIVITIES | |
| Cash receipts arising from: | |
| Loans obtained | 39,000,000 |
| 39,000,000 | |
| Cash Payments arising from: | |
| Interest and similar costs | 2,386,020 |
| (2,386,020) | |
| Net cash from financing activities [3] | 36,613,980 |
| Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] | 9,862 |
| Cash and cash equivalents at the beginning of the period | 1,363 |
| Cash and cash equivalents at the end of the period | 11,225 |
The accompanying notes are part of these financial statements
(Amounts expressed in euro)
SONAE CAPITAL, S.G.P.S., S.A. ("the company" or "Sonae Capital") whose registered office is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, was constituted on 14 December 2007 by public deed, following the demerger from Sonae, S.G.P.S., S.A. of the whole of the share capital of the company formerly named Sonae Capital, S.G.P.S., S.A., now named SC, S.G.P.S., S.A in compliance with paragraph a) of article 118 of the Commercial Companies Code.
Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accounting policies adopted are consistent with those followed in the preparation of annual financial statements for the year ended 31 December 2007.
As at 30 September 2008 and 31 December 2007 investments are detailed as follows:
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Investments in affiliated and associated undertakings | 382,638,253 | 382,638,253 |
| 382,638,253 | 382,638,253 |
As at 30 September 2008, 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.September.2008 | 31.December.2007 | |||||||
|---|---|---|---|---|---|---|---|---|
| Companies | % Held | Fair Value | Book | Fair Value | % Held | Fair Value | Book | Fair Value |
| Value | Reserve | Value | Reserve | |||||
| SC, S.G.P.S., S.A. | 100.00% | - | 382,638,253 | - | 100.00% | - | 382,638,253 | - |
| Total | - | 382,638,253 | - | - | 382,638,253 | - |
During the year ended 31 December 2007, the demerger of Sonae, S.G.P.S., S.A.'s shareholding in SC, S.G.P.S., S.A. (previously named Sonae Capital, S.G.P.S., S.A.) took place. The transaction involved the spin off of the entire share capital of SC, S.G.P.S., S.A. held by Sonae, S.G.P.S., S.A. for its accounting value of 382,638,253 euro, with which the new company Sonae Capital, S.G.P.S., S.A. was incorporated.
As at 30 September 2008 and 31 December 2007 other non current assets are detailed as follows:
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Loans granted to group companies: | ||
| SC, S.G.P.S., S.A. | 74,749,000 | 49,749,000 |
| 74,749,000 | 49,749,000 |
This asset was not due or impaired as at 30 September 2008. The fair value of loans granted to group companies is basically the same as their book value.
As at 30 September 2008 and 31 December 2007 other current assets can be detailed as follows:
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Group companies: | ||
| Short term loan | 12,724,000 | - |
| Withhold income tax | 15,618 | - |
| Other Debtors | 32,254 | - |
| Accrued income | 1,387,812 | 8,301 |
| Deferred costs | - | 15,600 |
| 14,159,684 | 23,901 |
As at 30 September 2008 and 31 December 2007 investments held for trading can be detailed as follows:
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Derivative hedging instruments | 346,470 | - |
| 346,470 | - |
As at 30 September 2008, the derivatives above were issued as cash flow hedging instruments to hedge interest rate risk on loans contracted in the amount of 50,000,000 euro. The fair value of these derivatives as at 30 September 2008 was 346,470 euro.
As at 30 September 2008 and 31 December 2007 cash and cash equivalents can be detailed as follows:
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Cash | 1,000 | - |
| Bank deposits | 10,225 | 1,363 |
| Cash and cash equivalents in the balance sheet | 11,225 | 1,363 |
| Bank overdrafts | - | - |
| Cash and cash equivalents in the cash flow statement | 11,225 | 1,363 |
As at 30 September 2008 share capital consisted of 250,000,000 ordinary shares of 1 euro each.
As at 30 September 2008 and 31 December 2007 this caption included the following loans:
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Bank loans - Commercial paper | 30,000,000 | - |
| Up-front fees not yet charged to income statement | (69,414) | - |
| Bank loans | 29,930,586 | - |
| Nominal value of bonds | 50,000,000 | 50,000,000 |
| Up-front fees not yet charged to income statement | (189,382) | (234,000) |
| Bonds | 49,810,618 | 49,766,000 |
| Non-current loans | 79,741,204 | 49,766,000 |
| Bank loans - Commercial paper | 9,000,000 | - |
| Current loans | 9,000,000 | - |
Sonae Capital SGPS – 2007/2012 Bond Issue 1st issue, amounting to 20,000,000 euro, reimbursable after 5 years, in one instalment on 31 December 2012, unless reimbursement is anticipated either totally or partially, which can take place on 31 December 2010.
Bonds Sonae Capital 2007/2012 2nd issue, amounting to 30,000,000 euro, repayable after 5 years, in one instalment, on 31 December 2012.
These bond issues pay interest every six months at Euribor six month interest rates plus spreads which vary between 0.50% and 0.60%.
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 is payable on them at variable market rates.
Derivatives are booked at fair value (Note 7).
As at 30 September 2008 and 31 December 2007, these captions were made up as follows:
| 30.September.2008 | 31.December.2007 | |
|---|---|---|
| Other creditors | ||
| Other creditors | 47,918 | 1,994 |
| 47,918 | 1,994 | |
| Other current liabilities | ||
| Accruals: | ||
| Staff costs | 202,355 | - |
| Interest payable | 814,031 | 7,457 |
| 1,016,386 | 7,457 |
As at 30 September 2008 external supplies and services can be detailed as follows:
| 30.September.2008 | |
|---|---|
| Operational rents | 9,405 |
| Insurance | 21,710 |
| Travelling expenses | 34,273 |
| Fees | 236,758 |
| Other services | 19,309 |
| 321,455 |
As at 30 September 2008 net financial expenses can be detailed as follows:
| 30.September.2008 | |
|---|---|
| Interest payable and similar expenses | |
| Interest arising from: | |
| Bank loans | (849,795) |
| Bonds | (2,065,250) |
| Other | (52,165) |
| Other financial expenses | (200,588) |
| (3,167,798) | |
| Interest receivable and similar income | |
| Interest income | 3,528,189 |
| 3,528,189 | |
| Net financial expenses | 360,391 |
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 12 November 2008.
In the three months ended 30 September 2008 shareholders' loan contracts were entered into with the following companies:
SC, S.G.P.S., S.A.
As at 30 September 2008 amounts owed by affiliated undertakings can be summarized as follows:
| Companies | Closing Balance |
|---|---|
| SC, S.G.P.S., S.A. | 87,473,000 |
As at 30 September 2008 there were no amounts owed to affiliated undertakings.
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