Management Reports • May 16, 2008
Management Reports
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• Turnover grew 8% to 45 million euro…
…reflecting progress in the sale of City Flats apartments and the outcome of more aggressive commercial policies in Spred's businesses
• EBITDA amounted to negative 1.2 million euro…
…mostly due to non-capitalised costs associated with the development of the Troiaresort
• Profit for the period totalled 39.2 million euro…
…mostly reflecting the capital gain on the sale of Contacto – Sociedade de Construções, SA (46.4 million euro), highlighting Sonae Capital's commitment to pursue the review of its business portfolio
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 three month period ended 31 March 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.
1
| Turnover | 1Q 2008 | 1Q 2007 | ∆ |
|---|---|---|---|
| Tourism | 11,433.1 | 9,633.4 | +18.7% |
| Spred | 33,748.5 | 32,315.7 | +4.4% |
| Holding & Others | 136.8 | 344.3 | -60.3% |
| Eliminations & Adjustments | (337.4) | (499.6) | +32.5% |
| Total | 44,981.1 | 41,793.8 | +7.6% |
| Unit: 10^3 Euro |
Main drivers for the 3.2 million euro increase in consolidated turnover for the quarter were as follows:
| Operational Cash-Flow (EBITDA)1 | 1Q 2008 | 1Q 2007 | ∆ |
|---|---|---|---|
| Tourism | (1,349.9) | (1,224.5) | -10.2% |
| Spred | 956.4 | 1,759.0 | -45.6% |
| Holding & Others | (656.3) | (577.9) | -13.6% |
| Eliminations & Adjustments | (117.7) | 0.1 | - |
| Total | (1,167.6) | (43.3) | > -100% |
| Unit: 10^3 Euro |
The 1.1 million euro decrease in consolidated operational cash-flow (EBITDA) reflects:
Operational profit (EBIT) amounted to negative 4.8 million euro, a 3.0 million euro decrease, as a result of lower operational cash-flow (EBITDA) and impairment losses recorded on Other Debtors.
1 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)
Net Financial Expenses amounted to 2.9 million euro, compared to 1.9 million euro in the same period last year. Zooming in on financial expenses, the increase is explained by the increase in market interest rates.
The 48.8 million euro Investment Income for the quarter relates mostly to the capital gain on the sale of Contacto – Sociedade de Construções, SA (46.4 million euro) and dividends of Sonae Indústria (2.7 million euro). Investment income in the first quarter of 2007 amounted to 4.8 million euro, arising from the sale of an additional 3.92% stake in ba Vidro.
| Capex2 | 1Q 2008 |
|---|---|
| Tourism | 16,034.8 |
| Spred | 1,737.3 |
| Holding & Others | 18.2 |
| Total | 17,790.3 |
| Unit: 10^3 Euro |
Capex for the period reached 17.8 million euro, most of which associated with Troiaresort delivering a close to 10 million euro contribution. Other major contributors were Imosede, which owns the Business Park in Maia, and Atlantic Ferries, with a 4.6 million euro and a 1.6 million euro contribution, respectively.
As at 31 March 2008, net debt3 stood at 184.9 million euro, a 12.7 million euro increase compared to 31 December 2007, mostly explained by the financing of the Troiaresort project.
Gearing4 was 44.9%, compared to 48.1% in 2007. Interest cover5 for the last 12 months amounted to 0.5, which compares with 0.6 as at 31 December 2007.
| 1Q 2008 | 1Q 2007 | ∆ | |
|---|---|---|---|
| Turnover | 1,253.5 | - | - |
| Operational Cash-Flow (EBITDA) | (2,768.3) | (2,504.0) | -10.5% |
| Contribution to consolidated figures | Unit: 10^3 Euro |
Turnover for the first quarter of 2008 reached 1.2 million euro, reflecting sales deeds of City Flats apartments, and operational cash-flow (EBITDA) was negative 2.8 million euro (negative 2.5 million euro in the first quarter of 2007) impacted by costs associated with the marketing and promotion of the Troiaresort project (not yet materialised in sales).
2 Capex = Investment in Fixed Assets.
3 Net Debt = Non Current Loans + Current Loans – Cash and Cash Equivalents – Current Investments.
4 Gearing = Net Debt / Equity.
5 Interest Cover ratio = EBITDA / Net Financial Charges.
The Troiaresort project continues according to planned, and the development of investment projects is underway.
[Marina Apartments - Troiaresort]
During the first quarter of 2008, works carried out included:
Sales of touristic apartments is progressing according to expectations, with promissory sales agreements signed for 46% of Beach apartments and 63% of Marina apartments.
Promissory sales agreements for second-house villa plots have been signed for 22 plots out of a total of 96.
| Promissory Sales Agreements |
Average Area (m2 ) |
Average Sales Price (€/m2 ) |
Average Sales Price (€/m2 GCA6 ) |
|
|---|---|---|---|---|
| Beach Apartments [211 units] |
98 | 127.1* | 4,005 | n.a. |
| Marina Apartments [78 units] |
49 | 83.8* | 3,853 | n.a. |
| Golf and Beach Villa Plots [96 units] |
22 | 2,117** | 564 | 3,473 |
* Includes indoor area as well as balcony and terrace areas.
** All plots have a GCA of 343.8 m2 .
6 GCA = Gross Construction Area.
Out of a total of 212 City Flats apartments, 87 sales deeds and 2 promissory sales agreements have been signed.
Construction of Delfim Pereira da Costa building, included in the Efanor project, started. The building comprises 40 apartments with a gross construction area above ground of 12,600 m2 (11,162 m2 of total selling area), and the first promissory sales agreement was signed in the period.
[Delfim Pereira da Costa building]
Renovation of the old Efanor community building, to accommodate the Efanor School, is proceeding as scheduled, and should be concluded by the end of July, so that the school can start operations during the academic year 2008/2009. After the conclusion of works, the building will be rented to Fundação Belmiro de Azevedo (non profit organisation) that will run the school.
| Apartments Sold* |
Average Area (m2 )** |
Average Sales Price (€/m2 ) |
Rentals | |
|---|---|---|---|---|
| City Flats/Lofts (Quinta das Sedas – Building E) [106 units] |
2 | 41.4 | 2,239 | 11 |
| City Flats/Lofts (Quinta das Sedas – Building F) [106 units] |
87 | 49.7 | 2,018 | - |
| Efanor – Building Delfim Pereira da Costa [40 units] |
1 | 190.2 | 2,497 | n.a. |
* 87 sales deeds already signed.
** Includes indoor area as well as balcony and terrace areas.
| 1Q 2008 | 1Q 2007 | ∆ | |
|---|---|---|---|
| Turnover | 2,305.1 | 2,459.6 | -6.3% |
| Operational Cash-Flow (EBITDA) | 1,163.1 | 929.0 | +25.2% |
| Contribution to consolidated figures | Unit: 10^3 Euro |
Turnover for the first quarter of 2008 amounted to 2.3 million euro and operational cash-flow (EBITDA) reached 1.2 million euro, compared to 2.4 million euro and 0.9 million euro in the first quarter of 2007, respectively.
Turnover for the period comprises income from: rents (1.5 million euro), representing 66% of total turnover; sale of real estate assets (0.4 million euro) and; others, namely condominium management, car parks and management services (0.4 million euro).
| Turnover by Area | 1Q 2008 | |
|---|---|---|
| Sale of Real Estate Assets | 432.0 | 19% |
| Rents | 1,516.9 | 66% |
| Car Parks | 141.5 | 6% |
| Condominium Management | 191.4 | 8% |
| Management Services | 23.3 | 1% |
| Total | 2,305.1 | 100% |
| Unit: 10^3 Euro |
| 1Q 2008 | 1Q 2007 | ∆ | |
|---|---|---|---|
| Turnover | 7,874.0 | 7,173.2 | +9.8% |
| - Hotels | 2,567.5 | 2,260.5 | +13.6% |
| - Fitness | 4,570.1 | 4,142.4 | +10.3% |
| - Funcenter | 736.4 | 638.5 | +15.3% |
| - Other | - | 131.8 | - |
| Operational Cash-Flow (EBITDA) | 365.3 | 607.1 | -39.8% |
| - Hotels | (1,165.7) | (612.0) | -90.5% |
| - Fitness | 1,434.3 | 1,136.0 | +26.3% |
| - Funcenter | 257.9 | 73.0 | > 100% |
| - Other | (161.2) | 10.1 | - |
Contribution to consolidated figures Unit: 10^3 Euro
The first quarter of the year is usually less positive for the hotel business, since it typically follows a seasonal pattern.
Regarding contributions per hotel (Hotel Porto Palácio and Aparthotels Aqualuz Lagos, Troia Mar, Troia Rio and Troia Lagoa) the following should be highlighted: 7
[Apartment – Troia Mar and Troia Rio]
Hotels in the Troia Peninsula remained closed, following the refurbishment and improvement works within the development project of UNOP7 1 of Troiaresort. Reopening of these units, with 232 apartments, is expected during 2008.
7 UNOP = Operational Planning Unit.
The renewed hotel complex Pólo da Boavista, which includes a 5 star hotel with 251 rooms, and a series of complementary products (congress centre, SPA, VIP Lounge, catering and events organisation, and a restaurant area with 5 restaurants), was the major contributor to growth in the quarterly turnover of the Hotel business.
Turnover generated by the hotel and congress centre amounted to around 2.5 million euro, a 13% growth over the same period of the previous year.
[Hotel Porto Palácio]
Average revenue per sold room during the period confirms the excellence of Hotel Porto Palácio, which has been implementing commercial policies aimed at increasing the occupancy rate. Operational cash-flow (EBITDA) was of negative 0.6 million euro due to the combined effect of expected first quarter lower activity level and to the initial stage of growth and market recognition of recently opened assets, with less than one year of operation – new restaurants and SPA.
Performance of the Fitness business reflects the implementation of policies which ensure continued growth and improved activity levels. Actions carried out intended to consolidate existing units, taking proactive steps to spot new locations to the expansion of the business.
[Aqualuz health club]
Maintaining 10 health clubs under operation, the average number of active members reached 29,550, higher than the average number in 2007.
Turnover totalled, in the first quarter of 2008, around 4.6 million euro, a 10% growth on the same period last year, and operational cash-flow (EBITDA) was 1.4 million euro, representing a 26% increase over the first quarter of 2007.
As for the entertainment business, the good quarterly performance of Funcenter Colombo, confirms the winning concept put into operation in this location and the additional efficiency gains arising from the commercial policies and operational optimisation assumed.
[Bowling – Funcenter Colombo]
The 15% growth in turnover to 0.7 million euro, together with a strong cost decrease, generated an operational cash flow (EBITDA) of circa 0.3 million euro, more than double that of last year's comparable period.
| 1Q 2008 | 1Q 2007 | ∆ | |
|---|---|---|---|
| Turnover | 17,767.7 | 15,859.5 | +12.0% |
| Operational Cash-Flow (EBITDA) | 1,112.3 | 1,313.5 | -15.3% |
Contribution to consolidated figures Unit: 10^3 Euro
In the first quarter of 2008 the consolidated turnover of Selfrio Group companies reached 17.7 million euro, increasing 12% compared with the previous year's quarter.
[Maintenance services]
The reason for this increase in turnover is linked mainly to a strong growth of Sistavac8 sales in the air conditioning business due to a sales strategy sustained by a more aggressive commercial policy.
This increase in Sistavac8 sales was also sufficient to absorb the decline that Selfrio9 had in sales due to postponements of investments that are still expected to be recovered at the end of this semester or beginning of the next.
8 Sistavac – Air conditioning, ventilation and related electrical installations.
9 Selfrio – Refrigeration, in particular commercial and industrial cold for retail and hotel chains.
Consolidated operational cash-flow (EBITDA) of the Group reached 1.1 million euro decreasing 15% compared with the previous year's quarter. Despite Sistavac's10 good performance, the activity of air conditioning was not enough to generate operational cash-flow to offset the decreases felt in Selfrio11 and Sopair (company in Spain).
At the end of the first semester operational cash-flow (EBITDA) is expected to revert the trend, positively comparing with historical figures and accompanying the growth of turnover.
| 1Q 2008 | 1Q 2007 | ∆ | |
|---|---|---|---|
| Turnover | 833.0 | - | - |
| Operational Cash-Flow (EBITDA) | (138.8) | (49.3) | > -100% |
| Contribution to consolidated figures | Unit: 10^3 Euro |
Indicators for the period are not comparable with those of the first quarter of 2007, because transport activity only began on 9 October 2007.
However, compared with that of last quarter of 2007, turnover increased 32.2%.
[Ferries Pato Real and Rola do Mar]
During the quarter, 2,800 monthly passenger tickets were sold. Sales of single tickets for the different tariffs were as follows:
| 219,018 | 100,132 | 2,573 | 2,124 |
|---|---|---|---|
| passengers | light vehicles | heavy vehicles | two wheel vehicles |
10 Sistavac – Air conditioning, ventilation and related electrical installations.
11 Selfrio - Refrigeration, in particular commercial and industrial cold for retail and hotel chains.
| 1Q 2008 | 1Q 2007 | ∆ | |
|---|---|---|---|
| Turnover | 10,991.7 | 11,459.3 | -4.1% |
| Operational Cash-Flow (EBITDA) | 262.8 | 449.2 | -41.5% |
| Contribution to consolidated figures | Unit: 10^3 Euro |
[S. Gabriel, one of Box Lines freighted ships]
During the first quarter of the year the business performed in line with budget.
The cabotage market is undergoing a small decrease (2.5%), reflecting the slowdown in economic activity.
The company is actively looking for other business developments outside the cabotage area.
| 1Q 2008 | 1Q 2007 | ∆ | |
|---|---|---|---|
| Turnover | 8,448.4 | 8,514.2 | -0.8% |
| Operational Cash-Flow (EBITDA) | 1,823.4 | 2,387.9 | -23.6% |
| Statutory accounts | Unit: 10^3 Euro |
TP's first quarter of 2008 turnover is in line with the same period last year in spite of the forecasted end of the operation of Companhia Térmica Lusol cogeneration unit (with a 0.5 million euro contribution to the first quarter of 2007 turnover).
[Wind Farm Serra da Capucha]
The EBITDA was impacted by i) the end of operation of Companhia Térmica Lusol; ii) the lag (of around 6 months) between the increase in fuel prices and the increase in electrical tariffs (in fuel cogeneration units only) and, iii) some operational problems in two cogeneration units, leading to both margin decrease and accrued maintenance costs.
12 Company accounted for using the Equity Method.
The Group's activity in the auto sector is carried out by a number of companies, the most significant being Finlog, in the car fleet management business, and Guérin, which operates in the Rent-a-Car business.
| 1Q 2008 | 1Q 2007 | ∆ | |
|---|---|---|---|
| Turnover | 10,755.5 | 7,819.0 | +37.5% |
| Operational Cash-Flow (EBITDA) | 5,326.8 | 3,955.9 | +34.6% |
| Statutory accounts | Unit: 10^3 Euro |
At the end of the first quarter of 2008, Finlog had 7,942 active contracts, in line with the end of 2007. Nevertheless, the weight of renting contracts in its core business grew by 7.8%, while management of used vehicles guarantees decreased. This trend follows that of the passenger auto sector, which grew 3.9% compared to the same period last year.
Turnover amounted to 10.7 million euro and profit before taxes was negative 0.4 million euro.
| 1Q 2008 | 1Q 2007 | ∆ | |
|---|---|---|---|
| Turnover | 6,362.8 | 5,191.8 | +22.5% |
| Operational Cash-Flow (EBITDA) | 281.0 | (251.5) | - |
| Statutory accounts | Unit: 10^3 Euro |
In the first quarter of 2008 rental days reached 331,660, compared to 263,191 rental days in the same period of 2007. Turnover grew from 5.2 million euro in the first quarter of 2007 to 6.4 million euro in the period.
Profit before taxes was negative 1.6 million euro, as usual during winter months, compared to negative 1.1 million euro in the same period last year.
13 Companies accounted for using the Equity Method.
| 1Q 2008 | 1Q 2007 | ∆ | |
|---|---|---|---|
| Turnover | 25,083.5 | - | - |
| Operational Cash-Flow (EBITDA) | 23,503.5 | (70.8) | - |
| Statutory accounts | Unit: 10^3 Euro |
Norscut highway traffic has increased 17% in the first quarter of 200815 , leading to a turnover in line with the project tender forecast.
Financial costs are also in line with forecasts (Norscut has a full interest rate hedge in the current project phase).
[Overpass in A24 motorway]
Sonae Capital, SGPS, SA has a 6.801% shareholding in Sonae Indústria, SGPS, SA. The shares of Sonae Indústria are listed on the Euronext Lisbon stock exchange. Taking into account the closing share price of Sonae Indústria as at 31 March 2008, 4.40 euro, the market value of this shareholding was 41.9 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 the first quarter, Sonae Capital's share price performance was influenced by the downward market trend.
14 Company accounted for using the Equity Method.
15 Year forecast according to historical seasonality.
Up to 31 March 2008, Sonae Capital's share price declined 4.2%, slightly better than the 5.3% decrease in the Portuguese Stock Market reference index (PSI-20). Taking 14 May 2008 as a reference, share price grew 9.7%, compared to a 0.4% increase in the PSI-20.
Sonae Capital's share was considerably liquid during the quarter since nearly 43% of the issued shares were traded on the regulated market.
| Closing Price: | Date | € |
|---|---|---|
| - Beginning of Period | 28-Jan-08 | 1.44 |
| - End of Period | 31-Mar-08 | 1.38 |
| - Maximum | 04-Feb-08 | 1.83 |
| - Minimum | 17-Mar-08 | 1.30 |
| Average daily traded | ||
| quantity: | 2,429,694 |
Source: Euronext Lisbon
During the first quarter of the year, the following events were announced to the market:
21 February 2008
Sale of the whole shareholding in Contacto – Sociedade de Construções, SA to Soares da Costa, Construção, SGPS, SA, following the terms of the initial agreement of 3 January 2008. The sales price was settled at 81.5 million euro, generating a cash inflow of 17.5 million euro.
3 March 2008
On this date, SC, SGPS, SA, a wholly owned subsidiary of Sonae Capital, SGPS, SA, completed an unsecured bond issue of 50 million euro, with a tenor of 10 years and a put exercisable from the end of the eighth year onwards.
31 March 2008
Sale of 12.25% of the share capital of Spinveste – Promoção Imobiliária, SA and 12.25% of the share capital of Spinveste – Gestão Imobiliária, SGII, SA for 5 million euro, to Espimaia (owned by former Sonae managers). Additionally, a call option was granted to Espimaia for the remaining shareholding in both companies, to be exercised up to 31 December 2011. This transaction implies a net asset valuation of 40.8 million euro.
After the reporting date, Sonae Capital, SGPS, SA announced:
The promissory agreement signed with a company wholly owned by Hagen Imobiliária, SA for the sale of a parcel of land where the Hotel Resort, within the Troiaresort project, will be built. The promissory sale will have an estimated impact of 13 million euro on the consolidated results of Sonae Capital, to be recognized on the date of the definitive sale agreement.
The Shareholders' General Meeting held on 9 April 2008 approved the following resolutions in order to comply with corporate governance best practices.
Four non-executive independent Directors were appointed to the Board of Directors, leading to an increase in the number of its members from 3 to 7. Configuration of the Board of Directors complies with recommendations, 5-A and 6, on Corporate Governance issued in November 2005 by the Portuguese Securities Market Commission (CMVM) – "Recomendações da CMVM sobre o Governo das Sociedades Cotadas". These recommendations regard, respectively, to the inclusion of a sufficient number of non-executive members in the Board of Directors and to the inclusion of a sufficient number of independent members among the latter.
Presently the Board of Directors is made up as follows:
This resolution aims at strengthening the skills of the Board of Directors, namely in what regards the approval of the portfolio configuration strategy and of the annual business plan and any significant changes to it. Non-executive members are acknowledged professionals in business, finance, academia and consultancy and, together with executive directors, will define the company's strategic guidelines and goals to ensure value creation for shareholders.
A meeting of the Board of Directors shall normally be held at least once every quarter and, in addition, whenever the Chairman or two Board Directors convene a meeting. The Board of Directors can only take decisions if the majority of Board members are present or represented. Decisions shall be taken by a majority of votes.
The Board of Directors appointed, on 9 April 2008, an Executive Committee with the following members:
The Executive Committee is responsible for managing and executing day-to-day operations, with particular emphasis on the management of the portfolio of businesses and financial coordination. The powers and responsibilities of the Executive Committee exclude:
a) Appointing the Chairman of the Board;
d) Approving the Annual Report and Accounts;
e) Granting any pledges, guarantees or charges over the assets of the Company;
f) Deciding to change the Company's registered office or to approve any share capital increases;
g) Deciding on mergers, de-mergers or modifications to the corporate format of the Company;
h) Approving the annual portfolio management strategy;
i) Approving the annual business plan and significant changes to it.
On that same date, the Board of Directors appointed a Board Audit and Finance Committee (BAFC) and a Board Nomination and Remuneration Committee (BNRC).
The BAFC is composed of the following non-executive independent directors:
Amongst its tasks and powers, the BAFC is responsible for monitoring and auditing the company's financial reporting processes and accounting policies, for evaluating risk associated with the company's activities on behalf of the Board, and overseeing Corporate Governance. The BAFC meets directly with the external auditors and the internal audit team.
The BNRC appointed consists of the following non-executive independent directors:
The BNRC is responsible for supervising the preparation of proposals on remuneration of executive and non-executive directors and liaises with the Shareholders' Remunerations Committee ("Comissão de Vencimentos"). The compensation policy to be followed by the Remunerations Committee was approved in the Shareholders' General Meeting held on 9 April 2008, therefore complying with recommendation 8-A of CMVM's recommendations on Corporate Governance.
The proposed policy to be applied to the members of the statutory governing bodies is based on the understanding that initiative, effort and commitment are essential foundations for delivering good performance. It also aims to align individual contributions with the company's strategic objectives, focussing primarily on performance compensation.
Under these guidelines, fixed remuneration is primarily linked to personal skills and the responsibility level inherent to each function, while variable remuneration is linked to the level of success achieved by the company as well as by the companies managed by each individual.
The compensation policy corresponding to the period 2007 to 2010 follows these guiding principles:
a) the compensation policy for executive Directors includes three components: (i) a Fixed Remuneration, established on an annual basis, (ii) a Short Term Variable Bonus, established on the first quarter of the following year to which it respects, and (iii) a Medium/Long Term Variable Bonus, with the aim of aligning the interests of executive Directors with the ones of all shareholders, attributed annually, discretionary and with deferred payment;
b) Individual compensation considers that (i) the definition of each executive Director fixed remuneration is based on personal skills and the responsibility level inherent to each function. This remuneration will be based on the company situation and market practices; (ii) the Short Term Variable Bonus is based on the achievement of predefined objectives, based on performance indicators of the business and of the teams under their responsibility, as well as to individual performance indicators; (iii) the Medium/Long Term Variable Bonus is based on the responsibility inherent to each function and on individual skills, and on the achievement of predefined objectives, which are linked to performance indicators, and may be converted in Sonae Capital shares or its equivalent in cash on the date of payment, calculated using the share market price on the due date.
The remuneration of non-executive Directors is made up of a fixed amount which is based on the company situation and market practices.
The remuneration of members of the Fiscal Board is made up of a fixed amount which is based on the company situation and market practices.
The remuneration of the members of the Board of the General Shareholders Meeting shall be made up of a fixed amount based on the company situation and market practices.
The compensation policy is in accordance with recommendation 8-A of CMVM's recommendations on Corporate Governance, except for the disclosure of the individual remuneration of Directors on an annual basis.
The remaining content of the 2007 Corporate Governance Report has not changed.
Maia, 15 May 2008
Belmiro Mendes de Azevedo Francisco de La Fuente Sánchez José Luís dos Santos Lima Amorim Mário Pereira Pinto Paulo José Jubilado Soares de Pinho Pedro Manuel Bastos Mendes Rezende
| Pro-forma | ||||
|---|---|---|---|---|
| ASSETS | Notes | 31.03.2008 | 1) 31.12.2007 |
31.12.2007 |
| NON-CURRENT ASSETS: | ||||
| Tangible and intangible assets | 8 | 344,815,318 | 328,841,785 | 329,842,000 |
| Goodwill | 9 | 61,726,752 | 62,517,465 | 63,796,454 |
| Investments | 10 | 73,426,332 | 96,171,935 | 96,171,935 |
| Deferred tax assets | 13 | 14,662,988 | 14,117,740 | 14,320,920 |
| Other non-current assets | 11 | 15,879,426 | 24,311,811 | 24,318,632 |
| Total Non-Current Assets | 510,510,816 | 525,960,736 | 528,449,941 | |
| CURRENT ASSETS: | ||||
| Stocks | 150,209,020 | 142,074,734 | 143,489,662 | |
| Trade account receivables and other current assets | 12 | 86,638,897 | 83,787,980 | 100,924,346 |
| Investments held for trading | 18 | 22,720 | 499 | 499 |
| Cash and cash equivalents | 14 | 26,834,431 | 43,956,550 | 44,333,841 |
| Total Current Assets | 263,705,068 | 269,819,763 | 288,748,348 | |
| TOTAL ASSETS | 774,215,884 | 795,780,499 | 817,198,289 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 15 | 250,000,000 | 250,000,000 | 250,000,000 |
| Reserves and retained earnings | 80,977,574 | 62,453,731 | 91,854,242 | |
| Profit/(Loss) for the year attributable to the equity holders of Sonae Capital | 39,009,061 | 8,579,429 | 14,994,319 | |
| Equity attributable to the equity holders of Sonae Capital | 369,986,635 | 321,033,160 | 356,848,561 | |
| Equity attributable to minority interests | 16 | 41,571,779 | 36,758,832 | 36,758,832 |
| TOTAL EQUITY | 411,558,414 | 357,791,992 | 393,607,393 | |
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: | ||||
| Bank Loans | 17 | 201,651,285 | 191,453,586 | 191,453,586 |
| Other non-current liabilities | 19 | 34,560,232 | 34,461,335 | 39,150,435 |
| Deferred tax liabilities | 13 | 2,303,868 | 2,307,082 | 7,526,370 |
| Provisions | 22 | 8,964,515 | 11,442,155 | 16,654,464 |
| Total Non-Current Liabilities | 247,479,900 | 239,664,158 | 254,784,855 | |
| CURRENT LIABILITIES: | ||||
| Bank Loans | 17 | 10,122,038 | 24,751,003 | 24,751,003 |
| Trade creditors and other non-current liabilities | 21 | 103,873,030 | 169,757,882 | 140,239,574 |
| Provisions | 22 | 1,182,502 | 3,815,464 | 3,815,464 |
| Total Current Liabilities | 115,177,570 | 198,324,349 | 168,806,041 | |
| TOTAL LIABILITIES | 362,657,470 | 437,988,507 | 423,590,896 | |
| TOTAL EQUITY AND LIABILITIES | 774,215,884 | 795,780,499 | 817,198,289 |
The accompanying notes are part of these financial statements.
1) Continued Operations
Belmiro Mendes de Azevedo
Francisco de La Fuente Sanchez
José Luís dos Santos Lima Amorim
Mário Pereira Pinto
Paulo José Jubilado Soares de Pinho
Pedro Manuel Bastos Mendes Rezende
| Pró-forma | ||||
|---|---|---|---|---|
| Notes | 31.03.2008 | 1) 31.12.2007 |
||
| Operational income | ||||
| Sales | 19,992,972 | 17,735,745 | ||
| Services rendered | 24,988,130 | 24,058,065 | ||
| Value created on investment properties | - | - | ||
| Other operational income | 1,537,895 | 970,522 | ||
| Total operational income | 46,518,997 | 42,764,332 | ||
| Operational expenses | - - |
- - |
||
| Cost of goods sold and materials consumed | (8,696,987) | (9,163,564) | ||
| Changes in stocks of finished goods and work in progress | 11,957,949 | 2,534,717 | ||
| External supplies and services | (38,912,346) | (25,925,208) | ||
| Staff costs | (10,459,961) | (9,307,238) | ||
| Depreciation and amortisation | (1,973,750) | (1,705,109) | ||
| Provisions and impairment losses | (2,333,909) | (101,984) | ||
| Other operational expenses | (915,460) | (822,833) | ||
| Total operational expenses | (51,334,464) | (44,491,219) | ||
| Operational profit/(loss) | (4,815,467) | (1,726,887) | ||
| Financial Expenses | - (3,888,601) |
- (3,674,359) |
||
| Financial Income | 1,000,302 | 1,744,370 | ||
| Net financial expenses | (2,888,299) | (1,929,989) | ||
| Share of results of associated undertakings | 10 | (1,374,815) | 634,479 | |
| Investment income | 48,791,859 | 4,806,028 | ||
| Profit/(Loss) before taxation | 39,713,278 | 1,783,631 | ||
| Taxation | 25 | (463,943) | (277,984) | |
| Profit/(Loss) after taxation | 39,249,335 | 1,505,647 | ||
| Profit/(Loss) for the year | 26 | - 39,249,335 |
- 1,505,647 |
|
| Attributable to: | - | - | ||
| Equity holders of Sonae Capital | 39,009,061 | 926,238 | ||
| Minority interests | 240,274 | 579,409 | ||
| Profit/(Loss) per share | - - |
- - |
||
| Basic | 26 | 0.156036 | 0.003705 | |
| Diluted | 26 | 0.156036 | 0.003705 |
The accompanying notes are part of these financial statements.
1) Continued Operations
The Board of Directors
Belmiro Mendes de Azevedo
Francisco de La Fuente Sanchez
José Luís dos Santos Lima Amorim
Mário Pereira Pinto
Paulo José Jubilado Soares de Pinho
Pedro Manuel Bastos Mendes Rezende
| Attr ibut |
able Equ ity H olde to |
f So Cap ital rs o nae |
|||||
|---|---|---|---|---|---|---|---|
| Res d erve an s |
|||||||
| Sha re Cap ital |
Ret aine d Ear ning s |
Net Pro fit/(L ) oss |
Tota l |
Min ority Inte rest s |
Tota l Equ ity |
||
| Bala at 1 Jan 200 7 nce as uary |
250 ,000 ,000 |
(10 ,979 ,229 ) |
(6,1 66,9 95) |
232 ,853 ,776 |
18,8 76,3 52 |
251 ,730 ,128 |
|
| n of prof it of App iatio 200 6: ropr |
|||||||
| Tra nsfe le gal and ined ning to reta r rese rves ear s |
- | (6,1 66,9 95) |
6,16 6,99 5 |
- | - | - | |
| Divi den ds di strib uted |
- | - | - | - | - | - | |
| Cha s in nge rese rves |
|||||||
| In rtion co nve rese rves |
- | (44 ,823 ) |
- | (44 ,823 ) |
26,3 31 |
(18 ,492 ) |
|
| In he dge and fair valu e re serv es |
- | 11,7 76,5 20 |
- | 11,7 76,5 20 |
- | 11,7 76,5 20 |
|
| Affi lliate d nd a ciat ed u nde rtak ings lude d fo le a sso exc r sa |
- | (16 ,016 ,190 ) |
- | (16 ,016 ,190 ) |
- | (16 ,016 ,190 ) |
|
| Aqu isitio n of affil liate d a nd a ciat ed u nde rtak ings sso |
- | (2,2 95,0 00) |
- | (2,2 95,0 00) |
- | (2,2 95,0 00) |
|
| In her ot rese rves |
- | 684 ,188 |
- | 684 ,188 |
(320 ) ,601 |
363 ,587 |
|
| Con soli date P d rofit /(Lo ss) for t he s ix m onth s |
|||||||
| end ed 3 1 M arch 200 7 |
- | - | 926 ,238 |
926 ,238 |
579 ,409 |
1,50 5,64 7 |
|
| 1 Bala at 3 1 M arch 200 7 nce as |
250 ,000 ,000 |
(23 ,041 ,529 ) |
926 ,238 |
227 ,884 ,709 |
19,1 61,4 91 |
247 ,046 ,200 |
|
| Bala at 1 Jan 200 8 nce as uary |
250 ,000 ,000 |
98,2 69,1 30 |
8,57 9,43 1 |
356 ,848 ,561 |
36,7 58,8 32 |
393 ,607 ,393 |
|
| App iatio n of prof it of 200 7: ropr |
- | - | - | - | - | - | |
| Tra nsfe le gal and ined ning to reta r rese rves ear s |
- | 8,57 9,43 1 |
(8,5 79,4 31) |
- | - | - | |
| Divi den ds di strib uted |
- | - | - | - | - | - | |
| Cha s in nge rese rves |
- | - | - | - | - | - | |
| In rtion co nve rese rves |
- | (59 1,25 2) |
- | (59 1,25 2) |
(27 ,784 ) |
(619 ,036 ) |
|
| In he dge and fair valu e re serv es |
10 | - | (21 ,424 ,084 ) |
- | (21 ,424 ,084 ) |
- | (21 ,424 ,084 ) |
| Oth ch er ang es |
- | (3,8 51) 55,6 |
- | (3,8 51) 55,6 |
4,60 0,45 7 |
744 ,806 |
|
| Con soli date P d rofit /(Lo ss) for t he t wel onth ve m s |
- | - | - | - | - | - | |
| end ed 3 1 M arch 200 8 |
- | - | 39,0 09,0 61 |
39,0 09,0 61 |
240 ,274 |
39,2 49,3 35 |
|
| Bala at 3 1 M arch 200 8 nce as |
250 ,000 ,000 |
80,9 77,5 74 |
39,0 09,0 61 |
369 ,986 ,635 |
41,5 71,7 79 |
411 ,558 ,414 |
1) Pro-Forma Equity
BelmiroMendes de Azevedo
Franciscode La Fuente Sanchez
JoséLuís dos Santos Lima Amorim
MárioPereira Pinto
PauloJosé Jubilado Soares de Pinho
PedroManuel Bastos Mendes Rezende
| Pró-forma | |||
|---|---|---|---|
| 31.03.2008 | 1) 31.12.2007 |
||
| OPERATING ACTIVITIES | Notes | ||
| Cash receipts from trade debtors | 54,037,726 | 52,795,646 | |
| Cash paid to trade creditors | (47,322,492) | (42,329,058) | |
| Cash paid to employees | (8,822,131) | (8,980,763) | |
| Cash flow generated by operations | (2,106,897) | 1,485,825 | |
| Income taxes (paid) / received | (1,176,782) | (529,712) | |
| Other cash receipts and (payments) relating to operating activities | 1,579,061 | (9,504,974) | |
| Net cash flow from operating activities (1) | (1,704,618) | (8,548,861) | |
| INVESTMENT ACTIVITIES | |||
| Cash receipts arising from: | - | - | |
| Investments | 81,127,822 | 5,256,835 | |
| Tangible assets | 751,813 | 652,457 | |
| Intangible assets | 6,721 | - | |
| Interest and similar income | 668,074 | 1,282,444 | |
| Loans granted | 1,938,776 | 26,082,782 | |
| Dividends Others |
- - |
1,041,922 - |
|
| 84,493,206 | 34,316,440 | ||
| Cash Payments arising from: | |||
| Investments | (100,811) | (4,417,507) | |
| Tangible assets | (19,438,210) | (4,086,932) | |
| Intangible assets | (156,593) | (74,300) | |
| Loans granted | (99,000) | (14,263,174) | |
| Others | (63,826) | - | |
| Net cash used in investment activities (2) | (19,858,440) 64,634,766 |
(22,841,913) 11,474,527 |
|
| FINANCING ACTIVITIES | |||
| Cash receipts arising from: Loans obtained |
125,195,691 | 70,628,909 | |
| Capital increases, additional paid in capital and share premiums | 212,500 | - | |
| 125,408,191 | 70,628,909 | ||
| Cash Payments arising from: | |||
| Loans obtained | (198,984,155) | (74,669,153) | |
| Interest and similar charges | (6,167,245) | (2,469,053) | |
| Reimbursement of capital and paid in capital | - | - | |
| Dividends | - | - | |
| Purchase of own shares | - | - | |
| Others | - (205,151,400) |
- (77,138,206) |
|
| Net cash used in financing activities (3) | (79,743,209) | (6,509,297) | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) Effect of foreign exchange rate |
14 | (16,813,061) | (3,583,631) |
| 513,070 | 42,684 | ||
| Cash and cash equivalents at the beginning of the period Cash and cash equivalents demerged |
41,383,143 - |
13,086,955 - |
|
| Cash and cash equivalents at the end of the period | 14 | 24,057,012 | 9,460,640 |
The accompanying notes are part of these financial statements.
1) Continued Operations
Belmiro Mendes de Azevedo
Francisco de La Fuente Sanchez
José Luís dos Santos Lima Amorim
Mário Pereira Pinto
Paulo José Jubilado Soares de Pinho
Pedro Manuel Bastos Mendes Rezende
(Amounts express in euro)
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 businesses areas:
In accordance with IFRS 5, and to ensure comparability between 2008 and 2007, consolidated income statements and consolidated cash flow statements present are pro-forma for March and December 2007, which were prepared on the basis of the same assumptions taken into consideration for the consolidated financial statements presented as at 31 December 2007.
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 2007.
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 31 March 2008 and 31 December 2007 are as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31.March.2008 | 31.December.2007 | |||||||
| COMPANY | Head Office | Direct | Total | Direct | Total | |||
| Sonae Capital SGPS, SA | Maia | HOLDING | HOLDING | HOLDING | HOLDING | |||
| Tourism | ||||||||
| 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, | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| SA | ||||||||
| Imobiliária da Cacela, SA Imoclub-Serviços Imobiliários, SA |
a) a) |
Matosinhos Matosinhos |
100.00% 100.00% |
87.74% 100.00% |
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 | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Imopenínsula - Sociedade Imobiliária, 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 | a) | Vila de Conde | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Marimo -Exploração Hoteleira Imobiliária, SA |
a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Marina de Troia, SA | a) | Troia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Marina Magic - Exploração de Centros Lúd, SA |
a) | Lisboa | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Marmagno-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Marvero-Expl.Hoteleira Imob., SA | a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| 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% | ||
| Promosedas-Prom.Imobiliária, SA | a) | Matosinhos | 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% | ||
| SC - Engenharia e Promoção Imobiliária, SGPS, SA |
a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | ||
| SII - Soberana Investimentos Imobiliários, SA |
a) | Grândola | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Soconstrução, BV | a) | Amsterdam (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) | Lisboa | 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) | Lisboa | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae Turismo - SGPS, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae Turismo Gestão e Serviços, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sontur, BV | a) | Amsterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Sótaqua - Soc. de Empreendimentos | |||||||
| Turisticos, SA | a) | Maia | 100.00% | 87.74% | 100.00% | 100.00% | |
| 1) Spinveste - Promoção Imobiliária, SA | a) | Porto | 87.74% | 87.74% | 100.00% | 100.00% | |
| 1) Spinveste-Gestão Imobiliária SGII, SA | a) | Porto | 87.74% | 87.74% | 100.00% | 100.00% | |
| Torre São Gabriel-Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 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% | |
| World Trade Center Porto, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) Vistas do Freixo-Emp.Tur.imobiliárias,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% | |
| 3) Contacto - Sociedade de Construções, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Contacto Concessões, SGPS, SA Cronosaúde – Gestão Hospitalar, SA |
a) a) |
Maia Porto |
100.00% 100.00% |
100.00% 50.00% |
100.00% 100.00% |
100.00% 50.00% |
|
| Friengineering, SA | a) | São Paulo (Brazil) | 100.00% | 70.00% | 100.00% | 70.00% | |
| Inparvi SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Integrum-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% | |
| 4) | Martimope - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| PJP - Equipamento de Refrigeração, Lda | a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
| Spred SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 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 | |||||||
| Recursos, SA | a) | Maia | 100.00% | 70.00% | 100.00% | 70.00% | |
| SMP-Serv. de Manutenção Planeamento, SA |
a) | Matosinhos | 100.00% | 70.00% | 100.00% | 70.00% | |
| Société de Tranchage Isoroy SAS | a) | Honfleur (France) | 100.00% | 100.00% | 100.00% | 100.00% | |
| 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% | |
| Textil do Marco, SA | a) | Marco de Canaveses | 90.37% | 90.37% | 90.37% | 90.37% | |
| Others | |||||||
| DMJB, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Interlog-SGPS, SA | a) | Lisboa | 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 Amsterdam (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 included in the Spred segment in the last period.
3) Company sold in the period.
4) Company included in the Tourism segment in the last 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 31 March 2008 and 31 December 2007 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 31.March.2008 | 31.December.2007 | Book Value | |||||
| COMPANY | Head Office | Direct | Total | Direct | Total | 31.March.2008 | 31.December.2007 |
| Tourism | |||||||
| Andar - Sociedade Imobiliária, SA | Maia | 50.00% | 50.00% | 50.00% | 50.00% | 998,730 | - |
| Sociedade de Construções do Chile, SA | Lisboa | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| Sociedade Imobiliária Troia - B3, SA | Grândola | 20.00% | 20.00% | 20.00% | 20.00% | 447,350 | 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 | |||||||
| 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% | 635,898 | 567,259 |
| Change, SGPS, SA | Porto | 50.00% | 50.00% | 50.00% | 50.00% | 2,009,632 | 2,035,846 |
| Choice Car - Comércio de Automóveis, SA | Porto | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| Choice Car SGPS, SA | Maia | 50.00% | 50.00% | 50.00% | 50.00% | 2,615,344 | 3,750,798 |
| Etablissement A. Mathe, SA | France | 27.74% | 27.74% | 27.74% | 27.74% | 1,854 | 31,937 |
| Finlog - Aluguer e Comércio de Automóveis, SA |
Matosinhos | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| Guerin – Rent a Car (Dois), Lda | Lisboa | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| Lidergraf - Artes Gráficas, Lda | Vila de Conde | 24.50% | 24.50% | 24.50% | 24.50% | 729,085 | 813,764 |
| Luso Assistência - Gestão de Acidentes, SA |
Porto | 100.00% | 50.00% | 100.00% | 50.00% | - | - |
| Norscut - Concessionária de Scut Interior Norte, SA |
Lisboa | 25.00% | 25.00% | 25.00% | 25.00% | - | 1,547,478 |
| Operscut - Operação e Manutenção de Auto-estradas, SA |
Lisboa | 15.00% | 15.00% | 15.00% | 15.00% | 24,002 | 24,000 |
| Sodesa, SA | Lisboa | 50.00% | 50.00% | 50.00% | 50.00% | 476,244 | 482,661 |
| TP - Sociedade Térmica, SA | Porto | 50.00% | 50.00% | 50.00% | 50.00% | 9,638,504 | 9,281,288 |
| Total (Note 10) | 17,576,643 | 18,985,662 |
Nil balances shown result from the reduction to acquisition cost of amounts determined by the equity method.
Associated and jointly controlled companies are consolidated using the equity method.
As at 31 March 2008 and 31 December 2007, aggregate values of main financial indicators of associated and jointly controlled companies can be analysed as follows:
| 31.March.2008 | 31.December.2007 |
|---|---|
| 1,295,373,076 | 1,242,669,996 |
| 1,189,515,674 | 1,139,976,914 |
| 31.March.2008 | 31.December.2007 |
| 69,547,327 | 48,135,897 |
| 73,275,445 | 46,582,474 |
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 31 March 2008 and 31 December 2007 are made up as follows:
| Percentage of capital held | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 31.March.2008 | 31.December.2007 | Book Value | |||||||
| COMPANY | Reason for exclusion |
Head Office | Direct | Total | Direct | Total | 31.March.2008 | 31.December.2007 | |
| Tourism | |||||||||
| SA | Delphinus – Soc. de Tur. e Div. de Tróia, | a) | Grândola | 79.00% | 79.00% | 79.00% | 79.00% | - | - |
| 1) | Fun International Entertainement, SA | a) | Porto | - | - | 50.00% | 50.00% | - | - |
| E.N. | Infratroia – Emp. de Infraest. de Troia, | 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 | Lisboa | 10.00% | 10.00% | 10.00% | 10.00% | 1,550,976 | 1,550,976 | ||
| Spred | |||||||||
| 2) | Arbiworld BV | Porto | 100.00% | 100.00% | 100.00% | 100.00% | 9,988,577 | 9,988,577 | |
| Net, SA | Lisboa | 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 | 6.80% | 6.80% | 6.80% | 6.80% | 41,895,987 | 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 | Lisboa | 7.14% | 7.14% | - | - | 37,500 | - | ||
| Other Investments | 350,739 | 300,739 | |||||||
| Total (Note 10) | 55,849,689 | 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.
1) Sale, in 2007, of the entire shareholding.
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 disposals of companies over the three months period ended 31 March 2008 are as follows:
| Percentage of capital held | ||||
|---|---|---|---|---|
| 31.March.2008 | ||||
| COMPANY | Head Office | Direct | Total | |
| Spred |
| Contacto - Sociedade de Construções, SA | Porto | 100.00% | 100.00% |
|---|---|---|---|
Net Assets of the company sold as at the date of disposal are as follows:
| 31.December.2007 | |
|---|---|
| Net assets disposed of | |
| Tangible and intangible assets | 283,817 |
| Other assets | 102,717,889 |
| Cash and cash equivalents | 378,941 |
| Loans | - |
| Other liabilities | (69,521,129) |
| 33,859,518 | |
| Goodwill (Note 9) | 1,278,898 |
| 35,138,416 | |
| Gain/(loss) on sale | 46,361,584 |
| Sales price | 81,500,000 |
| Cash received | 81,500,000 |
| Amounts receivable | - |
| 81,500,000 | |
| Net cash inflow arising from the disposal | |
| Cash consideration received | 81,500,000 |
| Cash and cash equivalents disposed of | (378,941) |
| 81,121,059 |
This company has been excluded from consolidation from 1 January 2008 onwards.
During the three months period ended 31 March 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 | (546,763) | (5,372,295) | (468,783) | (333,387) | (6,721,228) |
| Capital expenditure | 4,687,587 | 191,725 | 1,879 | 12,854,257 | 17,735,448 |
| Disposals | (251,827) | (2,335,884) | (105,024) | (1,656,788) | (4,349,523) |
| Exchange rate effect | (18,332) | (2,310) | (2,538) | - | (23,180) |
| Transfers | 3,376,599 | (3,341,817) | (187,097) | (1,499,358) | (1,651,673) |
| Closing balance as at 31 March 2008 | 250,317,420 | 62,951,684 | 3,597,164 | 87,984,595 | 404,850,863 |
| 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 | (109,841) | (5,122,628) | (454,546) | - | (5,687,015) |
| Charge for the period | 858,123 | 1,022,133 | 74,916 | - | 1,955,172 |
| Disposals | (38,918) | (1,776,938) | (103,739) | - | (1,919,595) |
| Exchange rate effect | - | - | (5,889) | - | (5,889) |
| Transfers | - | (4,177,180) | (189,465) | - | (4,366,645) |
| Closing balance as at 31 March 2008 | 35,047,109 | 23,383,568 | 2,376,464 | - | 60,807,141 |
| Carrying amount as at 31 March 2008 | 215,270,311 | 39,568,116 | 1,220,700 | 87,984,595 | 344,043,722 |
Major amounts included in the caption Tangible assets in progress, refer to the following projects:
| Troia | 41,129,294 |
|---|---|
| Aparthotel Aqualuz refurbishment | 7,152,045 |
| Ferry boat construction | 24,086,188 |
| Troia Marina | 6,857,895 |
| Boavista refurbishment | 3,056,265 |
| Hotel Tróia Mar refurbishment | 3,232,921 |
| Others | 2,469,987 |
| 87,984,595 |
| Inangible 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 | (8,557) | - | - | (8,557) | |
| Capital expenditure | 630 | 30,355 | 23,935 | 54,920 | |
| Disposals | (24,362) | (44,245) | - | (68,607) | |
| Exchange rate effect | - | - | - | - | |
| Transfers | (586) | 27,792 | (12,552) | 14,654 | |
| Closing balance as at 31 March 2008 | 658,287 | 2,509,782 | 68,724 | 3,236,793 | |
| Accumulated depreciation and impairment losses: | |||||
| Opening balance as at 1 January 2008 | 386,648 | 2,045,641 | - | 2,432,289 | |
| Changes in consolidation perimeter | - | - | - | - | |
| Charge for the period | 13,405 | 50,321 | - | 63,726 | |
| Disposals | (24,362) | (37,516) | - | (61,878) | |
| Exchange rate effect | - | - | - | - | |
| Transfers | (56) | 31,116 | - | 31,060 | |
| Closing balance as at 31 March 2008 | 375,635 | 2,089,562 | - | 2,465,197 | |
| Carrying amount as at 31 March 2008 | 282,652 | 420,220 | 68,724 | 771,596 | |
During the three months period ended 31 March 2008, movements in goodwill, as well as in corresponding impairment losses, are as follows:
| 31.March.2008 | |
|---|---|
| Gross Value: | |
| Opening balance | 65,098,050 |
| New companies (Note 7) | - |
| Acquisitions with increase in percentage ownership | - |
| Decreases by disposals of companies (Note 7) | (1,278,898) |
| Decreases of percentage held | (790,804) |
| Closing balance | 63,028,348 |
| Accumulated impairment losses: | |
| Opening balance | 1,301,596 |
| Increases | - |
| Decreases | - |
| Closing balance | 1,301,596 |
| Carrying amount | 61,726,752 |
As at 31 March 2008, this caption is made up as follows:
| 31.March.2008 | |||
|---|---|---|---|
| Non Current | Current | ||
| Investment in associated companies | |||
| Opening balance as at 1 January | 17,121,634 | - | |
| Acquisitions in the period | - | - | |
| Disposals in the period | - | - | |
| Equity method effect | (649,919) | - | |
| Transfers | (759,100) | - | |
| Closing balance as at 31 March | 15,712,615 | - | |
| Goodwill transferred to Investments | 1,864,028 | - | |
| Accumulated impairment losses (Note 22) | - | - | |
| Investment in associated companies (Note 5) | 17,576,643 | - | |
| 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 | 50,000 | - | |
| Disposals in the period | - | - | |
| Transfers | - | - | |
| Closing balance as at 31 March | 9,681,930 | - | |
| Accumulated impairment losses (Note 22) | (7,707,938) | - | |
| 1,973,992 | - | ||
| Investments held for sale | |||
| Fair value (net of impairment losses) as at 1 January | 75,262,281 | - | |
| Acquisitions in the period | 37,500 | - | |
| Disposals in the period | - | - | |
| Increase/(Decrease) in fair value | (21,424,084) | - | |
| Transfers | - | - | |
| Fair value (net of impairment losses) as at 31 March | 53,875,697 | - | |
| Other investiments (Note 6) | 55,849,689 | - | |
| 73,426,332 | - |
Investments held for sale are disclosed above, net of accumulated impairment losses (Note 22) amounting to 21,012,111 euro.
The use of the equity method had the following impacts: -1,374,815 euro are recorded in Share of results of associated undertakings and 724,895 euro are recorded as Other changes in Reserves.
As at 31 March 2008 and 31 December 2007, Other non-current assets are detailed as follows:
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Loans granted to related parties | ||
| Norscut - Concessionária de Scut Interior Norte, SA | 14,069,052 | 14,069,052 |
| Andar - Sociedade Imobiliária, SA | - | 3,338,173 |
| Others | 300,604 | 289,989 |
| 14,369,656 | 17,697,214 | |
| Impairment losses (Note 22) | (270,489) | (270,489) |
| 14,099,167 | 17,426,725 | |
| Trade accounts receivable and other debtors | ||
| Assets arising from the sale of financial investments | 5,510,000 | 5,510,000 |
| Others | 1,033,757 | 1,899,477 |
| 6,543,757 | 7,409,477 | |
| Impairment losses (Note 22) | (4,763,498) | (520,351) |
| 1,780,259 | 6,889,126 | |
| Taxes Recoverable | - | 2,781 |
| Other non-current assets | 15,879,426 | 24,318,632 |
As at 31 March 2008 and 31 December 2007, Trade debtors and other current assets are detailed as follows:
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Trade accounts receivable | 41,667,601 | 56,040,609 |
| Taxes recoverable | 12,074,104 | 19,444,523 |
| Loans granted to related parties | ||
| Sonae Indústria, SGPS, SA | 2,666,108 | - |
| Sit B3 | 2,485,702 | 2,485,702 |
| Others | 5,923 | 6,090 |
| 5,157,733 | 2,491,792 | |
| Other current assets | ||
| Trade suppliers - debit balances | 1,992,746 | 1,446,131 |
| Other debtors | 15,039,992 | 9,762,822 |
| Accounts receivable from the sale of investments | 35,056,077 | 35,056,077 |
| Accounts receivable from the sale of tangible assets | 15,265 | 15,348 |
| Income related with construction contracts | - | 1,790,984 |
| Indemnities receivable | - | - |
| Interest receivable | 367,841 | 135,205 |
| Deferred costs - Rents | 259,312 | 231,105 |
| Deferred costs - External supplies and services | 4,582,929 | 3,576,303 |
| Other current assets | 1,028,927 | 1,862,601 |
| 58,343,089 | 53,876,576 | |
| 117,242,527 | 131,853,500 | |
| Accumulated impairment losses(Note 22) | (30,603,630) | (30,929,154) |
| Trade Debtors and Other Current Assets | 86,638,897 | 100,924,346 |
In "Accounts receivable from the sale of investments" as at 31 March 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 31 March 2008 and 31 December 2007 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31.March.2008 | 31.December.2007 | 31.March.2008 | 31.December.2007 | |
| Harmonisation adjusments | - | - | 19 | 49 |
| Provisions and impairment losses | - | 203,180 | - | 5,219,288 |
| Write off of tangible and intangible assets | 2,097,906 | 2,174,715 | 1,510,830 | 1,510,830 |
| Revaluation of tangible assets | - | - | 792,665 | 795,849 |
| Tax losses carried forward | 12,079,813 | 11,589,253 | - | - |
| Others | 485,269 | 353,772 | 354 | 354 |
| 14,662,988 | 14,320,920 | 2,303,868 | 7,526,370 |
In accordance with the tax statements and tax estimates presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 31 March 2008 and 31 December 2007, and using exchange rates effective at that time, tax losses carried forward can be summarised as follows:
| 31.March.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 | 588,293 | 147,073 | 2008 | 1,209,557 | 302,389 | 2008 |
| Generated in 2003 | 7,967,245 | 1,991,811 | 2009 | 9,126,348 | 2,281,587 | 2009 |
| Generated in 2004 | 6,191,960 | 1,547,990 | 2010 | 6,627,219 | 1,656,805 | 2010 |
| Generated in 2005 | 6,470,818 | 1,617,704 | 2011 | 7,025,798 | 1,756,449 | 2011 |
| Generated in 2006 | 11,155,722 | 2,788,931 | 2012 | 11,702,529 | 2,925,632 | 2012 |
| Generated in 2007 | 10,601,713 | 2,650,428 | 2013 | 8,743,671 | 2,185,919 | 2013 |
| Generated in 2008 | 3,421,610 | 855,403 | 2014 | - | - | |
| 46,397,361 | 11,599,340 | 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 | |||
| 47,851,141 | 12,079,813 | 45,888,902 | 11,589,253 | |||
As at 31 March 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 31 March 2008 tax losses carried forward, amounting to 120,162,992 euro, have not originated deferred tax assets for prudential reasons. These may be summarised as follows:
| 31.March.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 | 30,831,948 | 7,707,988 | 2008 | 36,487,545 | 9,121,887 | 2008 |
| Generated in 2003 | 8,018,081 | 2,004,521 | 2009 | 13,379,146 | 3,344,787 | 2009 |
| Generated in 2004 | 6,599,023 | 1,649,757 | 2010 | 5,065,719 | 1,266,430 | 2010 |
| Generated in 2005 | 8,798,807 | 2,199,702 | 2011 | 7,726,020 | 1,931,505 | 2011 |
| Generated in 2006 | 14,088,178 | 3,522,045 | 2012 | 13,437,053 | 3,359,264 | 2012 |
| Generated in 2007 | 22,808,080 | 5,702,019 | 2013 | 22,867,073 | 5,716,767 | 2013 |
| Generated in 2008 | 13,032,285 | 3,258,071 | 2014 | - | - | |
| 104,176,402 | 26,044,103 | 98,962,556 | 24,740,640 | |||
| Without limited time use | 4,028,472 | 1,342,690 | 4,849,357 | 1,616,291 | ||
| With a time limit different from the above mentioned |
11,958,118 | 3,491,728 | 11,525,185 | 3,403,077 | ||
| 15,986,590 | 4,834,418 | 16,374,542 | 5,019,368 | |||
| 120,162,992 | 30,878,521 | 115,337,098 | 29,760,008 |
As at 31 March 2008 and 31 December 2007, Cash and cash equivalents can be detailed as follows:
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Cash at hand | 190,389 | 183,580 |
| Bank deposits | 26,324,497 | 43,040,144 |
| Treasury applications | 319,544 | 1,110,117 |
| Cash and cash equivalents in the balance sheet | 26,834,431 | 44,333,841 |
| Bank overdrafts (Note 17) | (2,777,419) | (2,950,698) |
| Cash and cash equivalents in the statement of cash flows | 24,057,012 | 41,383,143 |
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 31 March 2008 and 31 December 2007 are as follows:
| 31.March.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 |
| Disposal of companies (Note 7) | - | - |
| Changes resulting from currency translation | (27,784) | (22,328) |
| Changes in percentage ownership from disposal of companies | 4,385,829 | - |
| Others | 214,628 | (57,033) |
| Profit for the period attributable to minority interests | 240,274 | 853,816 |
| Closing balance | 41,571,779 | 36,758,832 |
As at 31 March 2008 and 31 December 2007, Borrowings are made up as follows:
| 31.March.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 |
| a) d) Sonae Turismo - commercial paper | 110,000,000 | - | - | 110,000,000 | - | 109,999,989 | Aug/2009 |
| b) SC, SGPS - commercial paper |
110,000,000 | - | 41,399,996 | - | - | - | Aug/2009 |
| Praedium SGPS - commercial paper | 7,500,000 | 5,000,000 | - | 7,500,000 | 1,250,000 | - | Aug/2008 |
| c) Imoferro |
6,983,171 | 139,663 | 6,389,601 | 6,983,171 | 122,295 | 6,529,175 | May/2027 |
| Invesaúde | 2,000,000 | - | 1,250,000 | 2,000,000 | 250,000 | 1,250,000 | Aug/2010 |
| d) SC-Insurance and Risk Services - commercial paper |
1,977,175 | - | - | 1,977,175 | 1,977,175 | - | Feb/2008 |
| Selfrio Engenharia | 3,850,000 | 318,750 | 3,531,250 | 3,850,000 | 1,068,750 | 2,781,250 | May/2012 |
| Others | 307,506 | 1,627,422 | 93,474 | 2,150,000 | |||
| 5,765,919 | 84,198,269 | 4,761,694 | 122,710,414 | ||||
| Bank overdrafts (Note 14) | 2,777,419 | - | 2,952,348 | - | |||
| Bank Loans | 8,543,338 | 84,198,269 | 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 | - | (1,101,565) | - | (234,000) | |||
| Bonds | - | 98,898,435 | 15,000,000 | 49,766,000 | |||
| Other loans | - | - | 176,635 | 250,577 | |||
| Derivatives | - | - | - | - | |||
| Obligations under finance leases | 1,578,700 | 18,554,581 | 1,860,326 | 18,726,595 | |||
| 10,122,038 | 201,651,285 | 24,751,003 | 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 loans 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 paid in January and February 2008.
Sonae Capital SGPS - 2007/2012 Bonds 1 st 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 2 nd 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:
| 31.March.2008 | 31.December.2007 | |||
|---|---|---|---|---|
| Capital | Interests | Capital | Interests | |
| a) N+1 |
10,122,038 | 6,886,738 | 24,751,003 | 5,130,659 |
| N+2 | 46,540,235 | 6,586,900 | 114,359,681 | 4,293,458 |
| N+3 | 23,736,502 | 8,126,005 | 24,155,400 | 4,071,652 |
| N+4 | 3,407,536 | 6,890,896 | 3,683,383 | 2,774,451 |
| N+5 | 61,786,115 | 6,830,955 | 31,732,355 | 2,596,855 |
| After N+5 | 67,282,459 | 18,189,186 | 17,756,767 | 6,532,429 |
| 212,874,886 | 53,510,680 | 216,438,590 | 25,399,505 |
a) Includes amounts drawn under commercial paper programmes.
The hedging instruments used by the Group as at 31 March 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 22,221 euro. As at 31 March 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 | |||
|---|---|---|---|---|
| 31.March.2008 | 31.December.2007 | 31.March.2008 | 31.December.2007 | |
| Hedge accounting derivatives | ||||
| Interest rate | 22,221 | - | - | - |
| Other derivatives | - | - | - | |
| 22,221 | 0 | 0 | 0 |
As at 31 March 2008 and 31 December 2007, Other non-current liabilities were made up as follows:
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Loans and other amounts payable to related parties | ||
| Plaza Mayor Parque de Ocio, SA | 2,335,214 | 2,323,820 |
| Others | 700,003 | 617,000 |
| 3,035,217 | 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 | 1,375,000 | 1,387,500 |
| Others | 8,553 | 8,553 |
| 31,525,015 | 36,209,615 | |
| Other Non-Current Liabilities | 34,560,232 | 39,150,435 |
As at 31 March 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 31 March 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 | 31.March.2008 | 31.December.2007 | |
| Shares | |||||
| 2005 | 2008 | 6 | 298,658 | 573,543 | |
| 2006 | 2009 | 5 | 189,652 | 267,377 | |
| 2007 | 2010 | 4 | 153,936 | 218,103 | |
| 2008 | 2011 | 6 | 345,432 | - | |
| Total | 987,678 | 1,059,023 |
As at 31 March 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:
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Staff costs | 157,480 | 559,369 |
| Retained earnings | 460,765 | 265,126 |
| 618,245 | 824,495 | |
| Other liabilities | 618,245 | 824,495 |
| 618,245 | 824,495 |
As at 31 March 2008 and 31 December 2007, Trade accounts payable and Other current liabilities were made up as follows:
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Trade creditors | 29,317,492 | 62,517,417 |
| Loans and other amounts payable to related parties | ||
| Others | 4,198 | - |
| 4,198 | - | |
| Other current liabilities | ||
| Fixed assets suppliers | 8,608,834 | 5,009,524 |
| Amounts received as down payments | 27,702,794 | 21,285,566 |
| Advances from customers | 1,688,816 | 1,333,157 |
| Other accounts payable | 5,431,211 | 3,598,684 |
| Taxes and contributions payable | 8,995,839 | 13,399,775 |
| Cost accruals related to construction works | 107,446 | 14,257,334 |
| Staff Costs | 7,023,667 | 6,809,301 |
| Interest payable | 1,206,302 | 712,251 |
| Amounts invoiced for works not yet completed | 5,053,009 | 3,686,414 |
| Other external supplies and services | 2,370,721 | 1,555,468 |
| Others | 6,362,701 | 6,074,683 |
| 74,551,340 | 77,722,157 | |
| Trade accounts payable and other current liabilities | 103,873,030 | 140,239,574 |
Movements in Provisions and impairment losses over the three months period ended 31 March 2008 are as follows:
| Balance as at | Balance as at | |||
|---|---|---|---|---|
| Captions | 31.December.07 | Increases | Decreases | 31.March.2008 |
| Accumulated impairment losses on investments (Note 10) | 28,720,049 | - | - | 28,720,049 |
| Accumulated impairment losses on other non-current assets (Note 11) | 790,840 | 4,243,148 | - | 5,033,988 |
| Accumulated impairment losses on trade accounts receivable and on other current debtors (Note 12) | 30,929,153 | 538,454 | (863,977) | 30,603,630 |
| Accumulated impairment losses on stocks | 7,474,353 | 323,353 | (3,869) | 7,793,837 |
| Non-current provisions | 16,654,464 | 52,541 | (7,742,490) | 8,964,515 |
| Current provisions | 3,815,464 | - | (2,632,962) | 1,182,502 |
| 88,384,323 | 5,157,496 | (11,243,298) | 82,298,521 | |
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Guarantees on construction works given to clients | - | 4,697,502 |
| Judicial claims | 50,000 | 3,954,369 |
| Others | 10,097,017 | 11,818,057 |
| 10,147,017 | 20,469,928 |
Impairment losses are deducted from the book value of the corresponding asset.
As at 31 March 2008 and 31 December 2007, Contingent assets and liabilities were made up as follows:
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Guarantees given: | ||
| on tax claims | 5,793,445 | 5,845,298 |
| on judicial claims | 2,696,996 | 2,696,996 |
| on municipal claims | 5,832,116 | 5,887,208 |
| others | 57,431,533 | 74,799,709 |
Others include the following guarantees:
5,062,547 euro (22,730,724 euro as at 31 December 2007) of guarantees on construction works given to clients;
37,899,252 euro as at 31 March 2008 and as at 31 December 2007 of guarantees given concerning building permits in the tourism business;
124,699 euro as at 31 March 2008 and as at 31 December 2007 of guarantees given for the construction of ferry boats;
Balances and transactions with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | |||
|---|---|---|---|---|
| Transactions | 31.March.2008 | 31.March.2007 | 31.March.2008 | 31.March.2007 |
| Parent company and group companies excluded from consolidation (a) |
67,890 | 441,474 | 93,359 | 332,660 |
| Associated companies | 66,005 | 61,040 | 364,854 | 313,918 |
| Other partners in Group companies | 16,424,348 | 14,158,238 | 1,715,137 | 1,864,552 |
| 16,558,243 | 14,660,752 | 2,173,350 | 2,511,130 | |
| Interest income | Interest expenses | |||
| Transactions | 31.March.2008 | 31.March.2007 | 31.March.2008 | 31.March.2007 |
| Parent company and group companies excluded from consolidation (a) |
- | 787,381 | - | 21,002 |
| Associated companies | 330,242 | 4,425 | - | - |
| Other partners in Group companies | 18,059 | 508,026 | 39,553 | 1,731,111 |
| 348,301 | 1,299,832 | 39,553 | 1,752,113 | |
| Accounts receivable | Accounts payable | |||
| Balances | 31.March.2008 | 31.December.2007 | 31.March.2008 | 31.December.2007 |
| Parent company and group companies excluded from consolidation (a) |
39,920 | 98,684 | 49,014 | 469,379 |
| Associated companies | 733,943 | 393,405 | 174,517 | 94,440 |
| Other partners in Group companies | 15,501,162 | 32,520,201 | 3,402,891 | 4,117,245 |
| 16,275,025 | 33,012,290 | 3,626,422 | 4,681,064 | |
| Loans | ||||
| Obtained | Granted | |||
| Balances | 31.March.2008 | 31.December.2007 | 31.March.2008 | 31.December.2007 |
| Parent company and group companies excluded from consolidation (a) |
- | - | - | - |
| Associated companies | - | - | 14,069,052 | 17,407,225 |
| Other partners in Group companies | 2,335,214 | 2,340,818 | - | - |
| 2,335,214 | 2,340,818 | 14,069,052 | 17,407,225 |
(a) The parent company is Efanor Investimentos, SGPS, SA; balances and transactions with Sonae, SGPS, SA are included under Other partners in Group companies.
As at 31 March 2008 and 2007, Taxation is made up as follows:
| 31.March.2008 | 31.March.2007 | |
|---|---|---|
| Current tax | 1,053,903 | 758,735 |
| Deferred tax | (589,960) | (480,751) |
| 463,943 | 277,984 |
As at 31 March 2008 and 2007, the reconciliation of consolidated net profit can be analysed as follows:
| 31.March.2008 | 31.March.2007 | |
|---|---|---|
| Aggregate net profit | 78,040,834 | 16,520,784 |
| Harmonisation adjustments | 1,059,897 | (3,407,999) |
| Elimination of intragroup dividends | (36,746,001) | (4,438,077) |
| Share of results of associated undertakings | (1,374,815) | 634,479 |
| Elimination of intragroup capital gains and losses | (1,148,091) | (4,149,789) |
| Elimination of intragroup provisions | (3,037,000) | (167,000) |
| Consolidation adjustments to gains/(losses) | 2,450,135 | (1,189,007) |
| on sales of investments Others |
4,376 | (2,297,648) |
| Consolidated net profit for the year | 39,249,335 | 1,505,743 |
Earnings per share for the periods ended 31 March 2008 and 2007 were calculated taking into consideration the following amounts:
| 31.March.2008 | 31.March.2007 | |
|---|---|---|
| Total | Total | |
| Net profit | ||
| Net profit taken into consideration to calculate basic earnings per share (Net profit for the period ) |
39,009,061 | 926,238 |
| Effect of dilutive potential shares | - | - |
| Interest related to convertible bonds (net of tax) | - | - |
| Net profit taken into consideration to calculate diluted earnings per share |
39,009,061 | 926,238 |
| 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) | 0.156036 | 0.003705 |
There are no convertible instruments included in Sonae Capital, SGPS, SA's shares, hence there is no dilutive effect.
As at 31 March 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.
| 31.March.2008 | |||||
|---|---|---|---|---|---|
| Tourism | Spred | Holding | Consolidation Adjustments |
Total | |
| Operational income | |||||
| Sales | 1,712,509 | 18,280,463 | - | - | 19,992,972 |
| Services rendered | 9,666,827 | 15,185,568 | 135,735 | - | 24,988,130 |
| Other operational income | 1,011,771 | 455,674 | 70,450 | - | 1,537,895 |
| 12,391,107 | 33,921,705 | 206,185 | - | 46,518,997 | |
| Inter-segment income | 354,380 | 73,288 | 16,152 | (443,820) | - |
| 12,745,487 | 33,994,993 | 222,337 | (443,820) | 46,518,997 | |
| Operational cash-flow (EBITDA) | (1,349,956) | 956,373 | (656,341) | (117,734) | (1,167,659) |
| (1,732,973) | (236,108) | (4,668) | - | (1,973,750) | |
| Depreciation and amortisation | (2,281,368) | (52,541) | - | - | (2,333,909) |
| Provisions and impairment losses 1 |
|||||
| Reversal of provisions and impairment losses | 657,423 | 2,429 | - | - | 659,852 |
| Operational profit (EBIT) | (4,706,875) | 670,152 | (661,009) | (117,734) | (4,815,467) |
| Net financial expenses | (5,871,979) | 126,334 | 3,144,347 | (287,002) | (2,888,299) |
| Share of results of associated undertakings | (105,378) | - | - | (1,269,437) | (1,374,815) |
| Investment income | (252,745) | 43,928,360 | - | 5,116,243 | 48,791,859 |
| Profit before taxation | (10,936,976) | 44,724,846 | 2,483,338 | 3,442,071 | 39,713,278 |
| Taxation | 135,650 | (504,572) | (95,022) | - | (463,943) |
| Net profit for the period | (10,801,326) | 44,220,275 | 2,388,316 | 3,442,071 | 39,249,335 |
| - attributable to equity holders of Sonae | 39,009,061 | ||||
| - attributable to minority interests | 240,274 | ||||
| 31.March.2007 Tourism |
Spred | Holding | Consolidation Adjustments |
Total | |
| Operational income | |||||
| Sales | 681,778 | 17,053,967 | - | - | 17,735,745 |
| Services rendered | 8,902,706 | 14,820,489 | 334,870 | - | 24,058,065 |
| Other operational income | 237,963 | 759,380 | (26,821) | - | 970,522 |
| 9,822,447 | 32,633,836 | 308,049 | - | 42,764,332 | |
| Inter-segment income | 358,161 | 22,413 | 37,036 | (417,610) | - |
| 10,180,608 | 32,656,249 | 345,085 | (417,610) | 42,764,332 | |
| Operational cash-flow (EBITDA) | (1,224,468) | 1,759,026 | (577,862) | - | (43,305) |
| (1,466,495) | (233,464) | (25,000) | 19,850 | (1,705,109) | |
| Depreciation and amortisation | (18,272) | (83,711) | - | - - | (101,984) |
| Provisions and impairment losses 1 |
79,124 | 44,387 | - | - | 123,511 |
| Reversal of provisions and impairment losses | |||||
| Operational profit (EBIT) | (2,630,110) | 1,486,237 | (602,862) | 19,850 | (1,726,887) |
| Net financial expenses | (4,129,923) | (162,145) | 2,362,079 | - | (1,929,989) |
| Share of results of associated undertakings | - | - | - | 634,479 | 634,479 |
| Investment income | 2,231,746 | - | 6,486,039 | (3,911,758) | 4,806,028 |
| Profit before taxation | (4,528,287) | 1,324,092 | 8,245,256 | (3,257,429) | 1,783,631 |
| Taxation | 184,395 | (421,518) | (40,861) | - | (277,984) |
| Net profit for the period | (4,343,892) | 902,574 | 8,204,395 | (3,257,429) | 1,505,647 |
| - attributable to equity holders of Sonae | 926,238 | ||||
1 Amount included in the caption Other operational income but added back in the calculation of Operational Cash-flow (EBITDA).
| Consolidation Tourism Spred Holding Adjustments Fixed assets Tangible and Intangible 317,530,769 28,001,770 41,733 (758,954) |
Total 344,815,318 61,726,752 |
|---|---|
| Goodwill - - - 61,726,752 |
|
| Investments 3,423,760 9,071,409 78,004,427 (17,073,264) |
73,426,332 |
| Deferred tax assets 14,104,471 558,517 - - |
14,662,988 |
| Other assets 199,407,141 136,793,285 477,284,301 (560,757,384) |
252,727,343 |
| Cash, Cash Equivalents and Current Investments 16,720,409 2,241,128 7,868,293 27,321 |
26,857,151 |
| Total assets 551,186,550 176,666,109 563,198,754 (516,835,529) |
774,215,884 |
| Non-current liabilities | |
| Borrowings 10,293,176 21,059,677 170,300,627 (2,195) |
201,651,285 |
| Deferred tax liabilities 2,303,868 - - - |
2,303,868 |
| Other non-current liabilities 317,574,715 38,056,281 8,723,393 (320,829,642) |
43,524,747 |
| Current liabilities | - |
| Borrowings 7,359,943 2,762,095 - - |
10,122,038 |
| Other current liabilities 180,899,469 72,172,674 76,447,692 (224,464,303) |
105,055,532 |
| Total liabilities 518,431,171 134,050,727 255,471,712 (545,296,140) |
362,657,470 |
| Capital expenditure 16,034,800 1,737,327 18,240 - |
17,790,367 |
| Gross Debt 17,653,119 23,821,771 170,300,626 (2,195) |
211,773,321 |
| Net Debt 932,711 21,580,643 162,432,333 (29,515) |
184,916,172 |
| 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 |
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Inflows | ||
| Bank debt | 170,300,626 | 49,766,000 |
| Cash and cash equivalents | 7,868,293 | 21,449,693 |
| Net bank debt | 162,432,333 | 28,316,307 |
| Tourism | 654,000 | 5,320,000 |
| Spred | 916,600 | 1,191,600 |
| Intercompany short term loans obtained | 1,570,600 | 6,511,600 |
| Total Inflows | 164,002,933 | 34,827,907 |
| Outflows | ||
| Tourism | 384,782,584 | 271,501,584 |
| Spred | 40,841,170 | 36,695,533 |
| Intercompany loans granted | 425,623,754 | 308,197,117 |
On 1 April 2008, Sonae Capital, SGPS, SA, agreed with Salvador Caetano Auto, SGPS, SA the terms for the definitive sale of the shares representing 50% of the share capital of Choice Car, SGPS, SA, for a total price of 12.5 million euro.
On 5 May 2008, Sonae Capital, SGPS, SA, informed that it is currently negotiating the end of the agreement of the phased disposal of its entire shareholding in Elmo, SGPS, SA (a company that controls 100% of Plysorol), signed on 27 June 2007, upon failure of the purchaser to assume the responsibilities associated with bank loans of Elmo and Plysorol's subsidiaries and to comply with the purchase obligation of 40.01% of the share capital of Elmo, SGPS, SA.
On 14 May 2008, Sonae Capital, SGPS, SA, signed a promissory agreement with a company wholly owned by Hagen Imobiliária, SA for the sale of a parcel of land where the Hotel Resort, within the Troiaresort project, will be built. The promissory sale will have an estimated impact of 13 million euro on the consolidated results of Sonae Capital, to be recognised on the date of the definitive sale agreement.
The accompanying consolidated financial statements were approved by the Board of Directors on 15 May 2008.
The Board of Directors
Belmiro Mendes de Azevedo
Francisco de La Fuente Sanchez
José Luís dos Santos Lima Amorim
Mário Pereira Pinto
Paulo José Jubilado Soares de Pinho
Pedro Manuel Bastos Mendes Rezende
| ASSETS | Notes | 31 March 2008 | 31 December 2007 |
|---|---|---|---|
| NON CURRENT ASSETS: Tangible assets Available for sale investments Other non current assets Total Non Current Assets |
4 5 |
7,266 382,638,253 79,749,000 462,394,519 |
- 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 |
852,358 22,221 49,341 923,920 |
23,901 - 1,363 25,264 |
| TOTAL ASSETS | 463,318,439 | 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 (2,195) 132,638,253 (2,012) (297,210) 382,336,836 |
250,000,000 - 132,638,253 - (2,012) 382,636,241 |
| LIABILITIES: NON CURRENT LIABILITIES Bank loans Bonds Total Non Current Liabilities |
10 10 |
29,923,232 49,785,189 79,708,421 |
- 49,766,000 49,766,000 |
| CURRENT LIABILITIES Suppliers Other creditors Taxes and other contributions payable Other current liabilities Total Current Liabilities |
11 11 |
8,040 386,709 11,646 866,787 1,273,182 |
800 1,994 25 7,457 10,276 |
| TOTAL EQUITY AND LIABILITIES | 463,318,439 | 432,412,517 |
The accompanying notes are part of these financial statements
O Técnico Oficial de Contas
João Manuel Morais Pereira Russo
The Board of Directors
Belmiro Mendes de Azevedo
Francisco de La Fuente Sanchez
José Luís dos Santos Lima Amorim
Mário Pereira Pinto
Paulo José Jubilado Soares de Pinho
Pedro Manuel Bastos Mendes Rezende
| Notes | 31 March 2008 | |
|---|---|---|
| Operational expenses: | ||
| External supplies and services | 12 | (169,648) |
| Staff costs | (209,023) | |
| Depreciation and amortisation | (660) | |
| Other operational expenses | (6,363) | |
| Total operational expenses | (385,695) | |
| Operational profit/(loss) | (385,695) | |
| Financial income | 13 | 868,472 |
| Financial expenses | 13 | (779,987) |
| Net financial income/(expenses) | 88,485 | |
| Profit/(loss) before taxation | (297,210) | |
| Taxation | - | |
| Profit/(loss) for the period | (297,210) | |
| The accompanying notes are part of these financial statements | ||
| O Técnico Oficial de Contas | The Board of Directors | |
| João Manuel Morais Pereira Russo | Belmiro Mendes de Azevedo | |
| Francisco de La Fuente Sanchez |
José Luís dos Santos Lima Amorim
Mário Pereira Pinto
Paulo José Jubilado Soares de Pinho
Pedro Manuel Bastos Mendes Rezende
(Amounts expressed in euro)
| Res erve s |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sha C apit al re |
Ow n S hare s |
Sha re Pre miu m |
Add aid in C ition al p apit al |
Leg al Res erve |
Leg al R luat ion eva Res erve |
Fair Va lue Res erve |
Hed ging Res erve |
Tra nsla tion Res erve |
Oth er R ese rves |
Ret ds Ear aine ning s |
Net prof it / (los s) |
Tot al E quit y |
|
| Bala Jan at 1 200 8 nce as uary |
250 ,000 ,000 |
- | - | - | - - |
- - |
- | 132 ,638 ,253 |
- | (2,0 12) |
382 ,636 ,241 |
||
| App iatio n of prof its: ropr |
|||||||||||||
| Tra nsfe le gal to r rese rve |
- | - | - | - | - - |
- - |
- | - | (2,0 12) |
2,0 12 |
- | ||
| Divi den ds di strib uted |
- | - | - | - | - - |
- - |
- | - | - | - | - | ||
| Tra nsfe to tain ed e ings r re arn |
- | - | - | - | - - |
- - |
- | - | - | - | - | ||
| Acq uisit ion/ (dis al) o f ow n sh pos ares |
- | - | - | - | - - |
- - |
- | - | - | - | - | ||
| Incr e/(d ) in fair valu e of hed ging fina ncia l ins trum ents eas ecre ase |
- | - | - | - | - - |
(2,1 95) |
- | - | - | - | - | (2,1 95) |
|
| Def d isin g fr incr e/(d ) in fair valu e of fina ncia l ins ta trum ents erre x ar om eas ecre ase |
- | - | - | - | - - |
- - |
- | - | - | - | - | ||
| Incr e/(d ) in fair valu e of inve stm ents eas ecre ase |
- | - | - | - | - - |
- - |
- | - | - | - | - | ||
| Def d isin g fr incr e/(d ) in fair valu e of inve ta stm ents erre x ar om eas ecre ase |
- | - | - | - | - - |
- - |
- | - | - | - | - | ||
| Pro fit/( loss ) fo r th riod e pe |
- | - | - | - | - - |
- - |
- | - | - | (297 ,210 ) |
(297 ,210 ) |
||
| Oth ers |
- | - | - | - | - - |
- - |
- | - | - | - | - | ||
| Bala 1 M arch at 3 200 8 nce as |
250 ,000 ,000 |
- | - | - | - - |
(2,1 95) |
- | - | 132 ,638 ,253 |
(2,0 12) |
(297 ) ,210 |
382 ,336 ,836 |
Theaccompanying notes are part of these financial statements
OTécnico Oficial de Contas
JoãoManuel Morais Pereira Russo
Board of Directors
Mendes de Azevedo
The
Belmiro
Franciscode La Fuente Sanchez
JoséLuís dos Santos Lima Amorim
MárioPereira Pinto
PauloJosé Jubilado Soares de Pinho
PedroManuel Bastos Mendes Rezende
| OPERATING ACTIVITIES | |
|---|---|
| Cash receipts from trade debtors | 161,608 |
| Cash paid to employees | 81,808 |
| Cash flow generated by operations | (243,416) |
| Other cash receipts/(payments) relating to operating activities | 30,190 |
| Net cash flow from operating activities [1] | (213,226) |
| INVESTMENT ACTIVITIES | |
| Cash payments arising from: | 7,927 |
| Tangible assets | 30,000,000 |
| Loans granted | 30,007,927 |
| Net cash flow used in investment activities [2] | (30,007,927) |
| FINANCING ACTIVITIES | |
| Cash receipts arising from: | 30,363,000 |
| Loans obtained | 30,363,000 |
| Cash Payments arising from: | 93,869 |
| Interest and similar costs | (93,869) |
| Net cash used in financing activities [3] | 30,269,131 |
| Net increase/(decrease) in cash and cash equivalents | 47,978 |
| Cash and cash equivalents at the beginning of the period | 1,363 |
| Cash and cash equivalents at the end of the period | 49,341 |
| The accompanying notes are part of these financial statements |
O Técnico Oficial de Contas
João Manuel Morais Pereira Russo
The Board of Directors
31 March 2008
Belmiro Mendes de Azevedo
Francisco de La Fuente Sanchez
José Luís dos Santos Lima Amorim
Mário Pereira Pinto
Paulo José Jubilado Soares de Pinho
Pedro Manuel Bastos Mendes Rezende
(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 31 March 2008 and 31 December 2007 investments are detailed as follows:
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Investments in affiliated and associated undertakings | 382,638,253 | 382,638,253 |
| 382,638,253 | 382,638,253 |
As at 31 March 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.
| 31.March.2008 | 31.December.2007 | |||||||
|---|---|---|---|---|---|---|---|---|
| Companies | % Held | Fair Value | Book | Fair Value | % Held | Fair Value | Book | Fair Value |
| Value | Reserve | Value | Reserve | |||||
| SC, SGPS, SA | 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 31 March 2008 and 31 December 2007 other non-current assets are detailed as follows:
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Loans granted to group companies: | ||
| S C, SGPS, SA | 79,749,000 | 49,749,000 |
| 79,749,000 | 49,749,000 |
This asset was not due or impaired as at 31 March 2008. The fair value of loans granted to group companies is basically the same as their book value.
As at 31 March 2008 and 31 December 2007 other current assets can be detailed as follows:
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Accrued income | 852,358 | 8,301 |
| Deferred costs | - | 15,600 |
| 852,358 | 23,901 |
As at 31 March 2008 and 31 December 2007 investments held for trading can be detailed as follows:
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Derivative instruments | 22,221 | - |
| 22,221 | - |
As at 31 March 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 31 March 2008 was 22,221 euro.
As at 31 March 2008 and 31 December 2007 cash and cash equivalents can be detailed as follows:
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Cash | 793 | - |
| Bank deposits | 48,548 | 1,363 |
| Cash and cash equivalents in the balance sheet | 49,341 | 1,363 |
| Bank overdrafts | - | - |
| Cash and cash equivalents in the cash flow statement | 49,341 | 1,363 |
As at 31 March 2008 share capital consisted of 250,000,000 ordinary shares of 1 euro each.
As at 31 March 2008 and 31 December 2007 this caption included the following loans:
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Bank loans - Commercial paper | 30,000,000 | - |
| Up-front fees not yet charged to income statement | (76,768) | - |
| Bank loans | 29,923,232 | - |
| Nominal value of bonds | 50,000,000 | 50,000,000 |
| Up-front fees not yet charged to income statement | (214,811) | (234,000) |
| Bonds | 49,785,189 | 49,766,000 |
| Non-current loans | 79,708,421 | 49,766,000 |
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 31 March 2008 and 31 December 2007, other current liabilities were made up as follows:
| 31.March.2008 | 31.December.2007 | |
|---|---|---|
| Other creditors | ||
| Loans | 363,000 | - |
| Other creditors | 23,709 | 1,994 |
| 386,709 | 1,994 | |
| Other current liabilities | ||
| Accruals: | ||
| Staff costs | 115,632 | - |
| Interest payable | 751,155 | 7,457 |
| 866,787 | 7,457 | |
As at 31 March 2008 external supplies and services can be detailed as follows:
| 31.March.2008 | |
|---|---|
| Insurance | 9,229 |
| Fees | 20,953 |
| Services obtained | 130,077 |
| Other services | 9,389 |
| 169,648 |
As at 31 March 2008 net financial expenses can be detailed as follows:
| 31.March.2008 | |
|---|---|
| Interest payable and similar expenses | |
| Interest arising from: | |
| Bank loans | (72,795) |
| Bonds | (669,333) |
| Other | (1,569) |
| Other financial expenses | (36,290) |
| (779,987) | |
| Interest receivable and similar income | |
| Interest income | 868,472 |
| 868,472 | |
| Net financial expenses | 88,485 |
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 15 May 2008.
In the three months ended 31 March 2008 shareholders' loan contracts were entered into with the following companies:
SC, SGPS, SA
As at 31 March 2008 amounts owed by affiliated undertakings can be summarized as follows:
Loans granted
| Companies | Closing Balance |
|---|---|
| SC, SGPS, SA | 79,749,000 |
As at 31 March 2008 amounts owed to affiliated undertakings can be summarized as follows:
Loans obtained
Companies Closing Balance SC, SGPS, SA 363,000
O Técnico Oficial de Contas
João Manuel Morais Pereira Russo
The Board of Directors
Belmiro Mendes de Azevedo
Francisco de La Fuente Sanchez
José Luís dos Santos Lima Amorim
Mário Pereira Pinto
Paulo José Jubilado Soares de Pinho
Pedro Manuel Bastos Mendes Rezende
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