Interim / Quarterly Report • Sep 1, 2008
Interim / Quarterly Report
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SONAE REPORT AND ACCOUNTS FIRST HALF 2008
| MANAGEMENT REPORT3 | ||
|---|---|---|
| Message from Paulo Azevedo, CEO of Sonae4 | ||
| 1. | Key figures 6 | |
| 2. | Consolidated results 7 | |
| 2.1. Consolidated income statement7 | ||
| 2.2. Consolidated balance sheet9 | ||
| 3. | Business analysis – main highlights 11 | |
| 3.1. Retail 11 | ||
| 3.2. Shopping centres 12 | ||
| 3.3. Telecommunications 15 | ||
| 3.4. Sonae SGPS individual financial results 17 | ||
| 4. | Main corporate developments 17 | |
| 5. | Outlook19 | |
| 6. | Corporate Governance 20 | |
| APPENDIX 22 | ||
| Statement under the terms of the Article 246, paragraph 1, c) of the Securities code 23 | ||
| Information of the Board of Directors complying with Article 9, paragraph 1, b) of the CMVM regulation number 04/2004 24 |
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| Qualified holdings25 | ||
| CONSOLIDATED FINANCIAL STATEMENTS26 |
(1) This document was prepared in accordance with article 508-C, nr. 6, of the Portuguese Companies Act and applies to both consolidated and individual accounts of Sonae SGPS;
INDIVIDUAL FINANCIAL STATEMENTS ................................................................................57 AUDITOR'S LIMITED REVIEW REPORT................................................................................67
During 1H08, Sonae achieved a very strong growth in turnover (+23.6%) and in underlying EBITDA (+11.6%, excluding value created on investment properties). Our net earnings have been affected by impacts of the increases in capitalization yields on the valuation of our shopping centres (69.2 million euros negative impact) and resulting negative value created on investment properties y.o.y (21.7 million euros non-cash negative impact) and the increases in rates Euribor (7 million euros increase in financial expenses).
Our businesses have overcome the effects of the slowdown on consumer expenditure and continued to perform well, making us more confident that we have the right strategy to face the current challenges and to take advantage of the opportunities that a tough environment always generates. Our team is committed to achieving strong results and improve our competitive positions in our markets: our Retail business continued strengthening its leadership in the Portuguese market and started internationalizing non-food operations; our Shopping Centre business continued extending its portfolio of assets under management and increased the importance of our services divisions; and our Telecommunications business has been able to accelerate growth.
Our Retail business recorded sound results in the semester, with Turnover up by 26%, including the acceleration of organic growth rates from 10% in 1H07 to 11% in 1H08, and with EBITDA, excluding non-recurrent real estate transactions, increasing by 16%. The Company continued delivering further growth on a like-for-like basis from its existing food retail stores (+2%) and non-food stores (+2%), an impressive performance if accounting for the impact on sales of the loyalty card launch in January 2007, the current adverse economic environment and the continued increase in the retail sales area in the Portuguese retail market. Retail's internationalization process is running according to plan, with two Sportzone stores already opened in Spain, out of the four units scheduled to open until the end of 2008 and the launch of Worten in the Spanish market, with the acquisition of Boulanger's Spanish stores, specializing in household appliances and consumer electronics. It is worth mentioning the continued push for innovation, visible with the launch of new retail concepts during the semester, namely a casual footwear format, Loop.
Our Shopping Centre business posted a strong improvement in the operational performance of the portfolio partially offsetting the negative impacts of the financial and real estate crisis. Sonae Sierra's positive results at the operational level show a 4.5% like-for-like increase in fixed rents in 1H08 compared to 1H07 and good EBITDA growth (27%, excluding value created on investment properties), partially mitigating the impact of the increase in capitalization yields of the properties and higher net financial costs. Notwithstanding the current market environment, and on the same methodology basis, Sonae Sierra ended 1H08 with a Net Asset Value per share of 51.2 euros, that decreased by only 2.8% when compared to year end 2007 (-1.6%, adjusting for dividends paid). Importantly, Sonae Sierra sold an additional 18% of the Sierra Portugal Fund (SPF) (8.3% after the reporting period), valued at year end 2007 NAV value, thereby decreasing its shareholding position in the fund to approximately 42%.
Our Telecommunications business continued to successfully implement its expansion strategy, posting strong organic growth as a result of a very active semester, during which the Company implemented a number of important commercial activities to increase brand awareness, sustain market leadership in the mobile broadband market and push to gain mobile residential market share by targeting the youth segment. During 1H08, Sonaecom achieved a material growth of customer revenues, up 20.9% (8.4% on a like-for-like basis) compared to the homologous period, driven by a significant increase of both its mobile customer base (+11.5%) and wireline accesses (10.1% on a like-for-like basis), despite the competitive pressures in the Portuguese telecoms market, with all players launching very aggressive promotions and lowered price offers. The fibre investment plan announced is under way, with the mass market roll-out of the 3-play offer under fibre network planned for 2H08.
Importantly, regarding the Cash Settled Equity Swap over 6.64% of Sonae shares, closed by end 2007 the company decided that, at current market price levels, it will consider the possibility of acquiring the underlying asset at the maturity date of the transaction.
Sonae faces the current market environment with a solid balance sheet, with low liquidity risk and no significant amortizations of bank loans until second half 2010. This, together with the results achieved in the first semester gives us confidence that, notwithstanding the slowdown in Portuguese and global economic growth, Sonae's determination, capacity to innovate and ambition will allow us to continue to successfully fulfil our commitment to deliver sustainable growth and value creation. However, Group net earnings will naturally depend on the impacts of the evolution of capitalization yields for the shopping centre business and of the levels of interbank interest rates on Group financing costs.
During 1H08, Sonae continued to push for profitable growth in all its units, mitigating the stronger competitive pressures in both the Retail and Telecommunications markets, the downturn cycle felt in the real estate market as well as the negative impact of the slowdown of the macroeconomic environment on consumer expenditure.
| Million euros | |||
|---|---|---|---|
| CONSOLIDATED HIGHLIGHTS | 1H07(R) | 1H08 | y.o.y |
| Turnover | 1,972.2 | 2,436.7 | 23.6% |
| Value created on investment properties (1) | 102.8 | -21.7 | - |
| Operating expenses | 1,907.3 | 2,401.3 | 25.9% |
| EBITDA excl. value created on invest. prop. | 218.7 | 243.9 | 11.6% |
| EBITDA margin excl. value created on invest. prop (%) | 11.1% | 10.0% | -1.1pp |
| EBITDA (2) | 321.4 | 222.3 | -30.8% |
| EBITDA margin (%) (3) | 16.3% | 9.1% | -7.2pp |
| EBIT | 199.1 | 78.2 | -60.7% |
| Net income - group share (4) | 100.4 | 24.2 | -75.9% |
| CAPEX (4) | 353.1 | 401.2 | 13.6% |
| CAPEX as a % of Turnover | 17.9% | 16.5% | -1.4pp |
| Net debt | 2,270.3 | 3,138.4 | 38.2% |
| Net debt/EBITDA (last 12 months) | 3.8 x | 5.3 x | 1.5x |
| EBITDA /interest expenses (last 12 months) (6) | 5.5 x | 3.6 x | -1.9x |
| Total employees | 28,885 | 35,213 | 21.9% |
| Corporate center | 55 | 49 | -10.9% |
(1) Increase (decrease) in the valuation of the shopping centres proportionally consolidated; (2) EBITDA = Turnover + value created on investment properties + other revenues impairment reversion - operating costs; (3) EBITDA margin = EBITDA / Turnover; (4) Net income attributable to Sonae shareholders; (5) Capex includes gross investments in tangible, intangible, investment properties and investments in acquisitions;(6) Interest cover; (R) Restated to exclude Sonae Capital contribution in 1H07.
| CONSOLIDATED INCOME STATEMENT 1H08 y.o.y Turnover 1,972.2 2,436.7 23.6% Retail 1,490.6 1,875.0 25.8% Shopping centres (1) 67.7 84.7 25.1% Telecommunications 408.1 465.9 14.2% Holding & others 5.8 11.0 88.4% Value created on investment properties (2) 102.8 -21.7 - Other revenues 154.7 209.1 35.2% |
Million euros | ||
|---|---|---|---|
| 1H07(R) | |||
| Operating costs 1,907.3 2,401.3 25.9% |
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| COGS 1,170.2 1,490.0 27.3% |
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| Personnel costs 249.8 299.7 20.0% |
|||
| General & administrative expenses 455.8 572.4 25.6% |
|||
| Other operating costs 31.6 39.1 23.9% |
|||
| EBITDA excl. value created on invest. prop. 218.7 243.9 11.6% |
|||
| EBITDA margin excl. value created on invest. prop (%) 11.1% 10.0% -1.1pp |
|||
| Retail 113.8 126.7 11.3% |
|||
| Shopping centres (1) 28.6 43.9 53.4% |
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| Telecommunications 79.1 73.5 -7.1% |
|||
| Holding & others -2.8 -0.2 94.5% |
|||
| EBITDA (3) 321.4 222.3 -30.8% |
|||
| EBITDA margin (%) (4 ) 16.3% 9.1% -7.2pp |
|||
| Provisions and impairment losses 12.9 11.5 -10.6% |
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| Depreciation & amortization 110.4 133.1 20.6% |
|||
| EBIT 199.1 78.2 -60.7% |
|||
| Net financial results -49.8 -77.6 -55.7% |
|||
| Financial income 24.6 19.9 -18.9% |
|||
| Financial expenses 74.4 97.5 31.1% |
|||
| Share of results of associated undertakings 0.9 1.3 45.0% |
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| Investment income (5) 31.1 8.2 -73.6% |
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| EBT 181.3 10.1 -94.4% |
|||
| Taxes 42.3 0.2 -99.6% |
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| Net income 139.0 9.9 -92.9% |
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| Net income - group share (6) 100.4 24.2 -75.9% |
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| Attributable to minority interests 38.6 -14.3 - |
(1) Shopping centres are proportionally consolidated; (2) Increase (decrease) in the valuation of the shopping centres proportionally consolidated (50%); (3) (2) EBITDA = Turnover + value created on investment properties + other revenues -impairment reversion - operating costs; (4) EBITDA margin = EBITDA / Turnover; (5) Capital gains (losses) with financial investments plus dividends received; (6) Net income attributable to Sonae shareholders; (R) Restated to exclude Sonae Capital contribution in 1H07.
Consolidated turnover increased by 23.6% in 1H08 compared to 1H07(R), amounting to 2,436.7 million euros, driven by turnover growth across all the business units:
EBITDA excluding value created on investment properties amounted to 243.9 million euros, 11.6% above 1H07(R), reflecting the following contributions:
Total EBITDA amounted to 222.3 million euros in 1H08, 30.8% below that in 1H07(R), generating a margin of 9.1% compared to a margin of 16.3% in 1H07(R). This performance is mostly explained by lower value created on investment properties at the Shopping Centres business in 1H08 compared to 1H07 (-21.7 million euros versus +102.8 million euros): whereas in 1H07(R) the strong compression of yields impacted positively value created on investment properties, in 1H08 the increase of the capitalization yields, although being mitigated by the good operational performance of the assets and the opening of a new shopping centre, resulted in slightly negative value created on investment properties.
Net Financial results deteriorated by 55.7% to a negative 77.6 million euros in 1H08 compared to a negative 49.8 million euros in 1H07(R), mainly reflecting: (i) a 31.1% increase in financial expenses, explained by the Group's higher average net debt in 1H08 and by the increase of the Euribor market rates (the 3 and 6 months Euribor increasing by 0.7pp and 0.6pp, respectively compared to 1H07); and (ii) a 18.9% decrease in financial income, from 24.6 million euros to 19.9 million euros. The Group's higher average net debt in 1H08, when compared to 1H07(R), is primarily explained by the financing requirements of the retail acquisition and the progress in the development pipeline of the Shopping Centre unit, accounting with 7 more projects under development when compared to 1H07.
Investment income totalled 8.2 million euros in 1H08, mainly comprising gains related to the launch of Sierra Portugal Fund on 27 March 2008, Sonae Sierra's second investment fund comprising 8 Portuguese shopping centres and 3 projects under development, and the corresponding placement of 49.7% of the fund to reference investors (an additional 8.3% shareholding was sold after the reporting period). When compared to 1H07(R), the investment income came down by 22.9 million euros in 1H08, with the former mainly comprising capital gains resulting from the sale of Sonaecom shares.
Consolidated net income group share in 1H08 decreased by 75.9% to 24.2 million euros, compared to 100.4 million euros in 1H07(R), mostly due to the slight reduction of the value of the shopping centres portfolio, higher net financial charges incurred in the period and the 20.6% higher depreciation & amortization charges, the later driven by the increased asset base resulting from store network expansion at Retail and the extension of the mobile and wireline network at Telecommunications.
Taxes for 1H08 showed a charge of only 0.2 million euros, compared to 42.3 million euros in 1H07(R), and comprised a current tax charge of 8.8 million euros and movements in deferred taxes that generated a benefit of 8.6 million euros. The latter was driven by the recognition of additional deferred tax assets at Sonae Distribuição and Sonaecom.
| Million euros | |||||
|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEET | 1H07(R) | 1H08 | y.o.y | 2007 (5) | ∆ |
| Total Net Assets | 6,110.5 | 7,167.1 | 17.3% | 7,041.2 | 1.8% |
| Non Current Assets | 4,354.9 | 5,822.6 | 33.7% | 5,626.3 | 3.5% |
| Tangible and Intangible Assets | 2,088.7 | 2,704.0 | 29.5% | 2,579.7 | 4.8% |
| Goodwill | 214.0 | 690.1 | - | 683.1 | 1.0% |
| Investment properties in operation (1) | 1,592.8 | 1,905.2 | 19.6% | 1,868.7 | 2.0% |
| Investment properties under development (2) | 231.8 | 220.7 | -4.8% | 193.5 | 14.1% |
| Other investment | 91.4 | 95.3 | 4.3% | 85.6 | 11.3% |
| Deferred Tax Assets | 94.7 | 146.8 | 55.1% | 141.0 | 4.1% |
| Others | 41.6 | 60.5 | 45.4% | 74.6 | -18.9% |
| Current Assets | 1,755.5 | 1,344.6 | -23.4% | 1,415.0 | -5.0% |
| Stocks | 406.8 | 494.6 | 21.6% | 471.5 | 4.9% |
| Trade Debtors | 178.4 | 224.0 | 25.5% | 229.1 | -2.2% |
| Liquidity (3) | 727.1 | 184.5 | -74.6% | 346.5 | -46.7% |
| Others | 443.2 | 441.5 | -0.4% | 367.9 | 20.0% |
| Total equity | 1,503.5 | 1,670.0 | 11.1% | 1,618.0 | 3.2% |
| Group Share | 1,067.1 | 1,167.6 | 9.4% | 1,169.7 | -0.2% |
| Minority Interests | 436.4 | 502.4 | 15.1% | 448.4 | 12.0% |
| Total Liabilities | 4,607.0 | 5,497.2 | 19.3% | 5,423.2 | 1.4% |
| Non Current Liabilities | 2,658.7 | 3,692.9 | 38.9% | 3,597.8 | 2.6% |
| Bank Loans | 995.6 | 1,358.3 | 36.4% | 1,059.7 | 28.2% |
| Other Loans (4) | 1,260.1 | 1,668.9 | 32.4% | 1,769.4 | -5.7% |
| Deferred Tax Liabilities | 304.7 | 354.6 | 16.4% | 345.1 | 2.8% |
| Provisions | 47.1 | 74.4 | 58.0% | 110.6 | -32.7% |
| Others | 51.2 | 236.8 | - | 313.0 | -24.4% |
| Current Liabilities | 1,948.3 | 1,804.3 | -7.4% | 1,825.4 | -1.2% |
| Bank Loans | 460.5 | 189.5 | -58.8% | 129.2 | 46.7% |
| Other Loans (4) | 281.2 | 106.2 | -62.2% | 9.1 | - |
| Trade Creditors | 653.5 | 852.2 | 30.4% | 990.0 | -13.9% |
| Others | 553.2 | 656.4 | 18.7% | 697.1 | -5.8% |
(1) Value of shopping centres in operation owned by Sonae Sierra; (2) Properties under development owned by Sonae Sierra; (3) Liquidity includes cash & equivalents and current investments; (4) Other loans include bonds, leasing, derivatives and shareholder loans; (5) 2007 figures restated for the fair value allocation on the Carrefour acquisition;(R) Restated to exclude Sonae Capital contribution in 1H07.
Gross tangible and intangible assets totalled 4,411 million euros at the end of 1H08, compared to 4,173 million euros at end 2007 and cumulative depreciation and amortization totalled 1.707 million euros, compared to 1,594 million euros at end 2007. Liquidity decreased by 162 million euros to 184.5 million euros in 1H08, compared to end 2007, including the acquisition of approximately 10.3 million Sonaecom shares during the half-year period, the use of cash applications to repay debt at Sonaecom, and the 102 million euros impact from the obligations regarding the mark-to-market of the Cash Settled Equity Swap, covering a total of 132.8 million Sonae shares. Total investment properties were up 2% over that at the end of 2007, with the opening of one new asset at Sonae Sierra and the valuation gains in Brazil offsetting the 69.2 million euros reduction in the value of the shopping centres owned in Europe. Trade creditors reached 852.2 million euros, a reduction of 136.6 million euros compared to end 2007, mainly driven by the Retail business, as a result of payments to suppliers after the strong Christmas season.
Capex increased by 48.1 million euros to 401.2 million euros in 1H08, compared to 1H07(R), representing 16.5% of turnover.
| Million euros | |||
|---|---|---|---|
| CAPEX | 1H07(R) | 1H08 | y.o.y |
| Total CAPEX (1) | 353.1 | 401.2 | 13.6% |
| Retail | 79.7 | 132.8 | 66.6% |
| Shopping Centres (2) | 194.4 | 81.3 | -58.2% |
| Telecommunications | 78.7 | 162.1 | 106.0% |
| Holding & others | 0.3 | 25.0 | - |
| CAPEX as a % of turnover | 17.9% | 16.5% | 1.4pp |
| EBITDA minus CAPEX | -31.6 | -178.9 | - |
| (1) Capex includes gross investments in tangible, intangible, investment properties and investments in acquisitions; (2) shopping centres proportionally consolidated; (R) Restated |
to exclude Sonae Capital contribution in 1H07. The contribution to consolidated Capex from the Telecommunications business amounted to
162.1 million euros, compared to 78.7 million euros in 1H07(R), mainly comprising investments at the Mobile division, totalling 146.4 million euros (+105.8 million euros increase in 1H08 over 1H07), of which 89 million euros related to the recognition, as a license cost, of the net present
value of obligations assumed under the "e-Initiatives" programme, a governmental initiative which offers laptops and discounts in broadband access to school teachers and students. The remainder Capex was geared to accelerate the extension of coverage and capacity of its 2G/3G network to improve quality of service and consolidate the leading position in the mobile broadband market. Noteworthy, the Telecommunications business also started to roll-out its announced fibre optics Next Generation Network. Retail Capex, responsible for 33.1% of the consolidated investment as at 1H08, was directed towards the Company's strong expansion plan, with the opening of 31 new stores during 1H08 with a total of 15 thousand m2, the preparation work for future openings, the refurbishment of the older store network, the development of new business concepts and the upgrading of the logistic warehouse units. Shopping Centres contribution to consolidated Capex amounted to 81.3 million euros, mainly comprising investments in development activities, now with a pipeline of 15 projects under development and an estimated investment of 1,864 million euros, scheduled to open up to the end of 2011. The 1H07(R) investment figure includes 97 million euros of acquisitions (Munster Arkaden, in Germany and River Plaza Mall, in Romania). Capex at the Holding reached 25 million euros when compared to 0.3 million euros at 1H07(R), mainly comprising the acquisition of approximately 10.3 million Sonaecom shares in the semester.
| 1H08 | y.o.y | 2007 | ∆ |
|---|---|---|---|
| 10.9% | 2,967.4 | 12.0% | |
| 38.2% | 2,621.0 | 19.7% | |
| 133.7% | 1,072.4 | 27.7% | |
| 23.3% | 839.5 | 6.0% | |
| 3.4% | 307.4 | 18.8% | |
| -15.8% | 401.7 | 27.7% | |
| 1.5x | 3.7 x | 1.6x | |
| -1.9x | 4.9 x | -1.3x | |
| 0pp | 64.7% | 1.8pp | |
| 1H07(R) 2,997.4 2,270.3 586.2 721.9 353.3 608.9 3.8 x 5.5 x 66.6% |
3,322.9 3,138.4 1,369.9 890.2 365.2 513.0 5.3 x 3.6 x 66.6% |
(1) Gross debt = non current borrowings + current borrowings; (2) Net debt = gross debt - liquidity; (3) Shopping Centres are proportionally consolidated; (4) Interest cover; (5) Net Gearing; (R) Restated to exclude Sonae Capital contribution in 1H07.
Consolidated net debt at the end of 1H08 stood at 3,138.4 million euros, an increase of 517.4 million euros over year end 2007, reflecting: (i) a 296.5 million euros increase in the contribution to consolidated net debt from the Retail business, in 1H08, reflecting the strong programme of organic growth and store refurbishment and the seasonal change in working capital; (ii) a 111.3 million euros higher contribution to net debt from the Holding, as a result of the payments of the obligations related to the cash settled equity swap contracted and the acquisition of Sonaecom shares; (iii) a 57.8 million euros increase in the contribution from the Telecommunications business, mainly reflecting its investment for growth and the development of its technical infrastructure; and (iv) a 50.7 million euros increase in the contribution to consolidated net debt from the Shopping Centre business, related with financing needs for the on-going development pipeline. At end of 1H08, the weighted average maturity of Sonae Group debt stood at approximately 5.3 years. The sum of cash and undrawn committed credit facilities stood at 1,200 million euros.
At the end of 1H08, net debt to EBITDA (last 12 months) reached 5.3x, reflecting the above mentioned increase in net debt registered in the semester and the lower level of EBITDA in the preceding 12 months. In 1H08, 12 months' trailing interest cover deteriorated to 3.6x, when compared to 4.9x at year end 2007, due to higher interest costs in the semester, as a result of increased market interest index rates and higher average net debt levels. The ratio of consolidated gross debt to total funds remained stable at 66.6%, only 1.8pp above that in year end 2007, reflecting the increase in gross debt that has been partially offset by an increase in total equity for the period. It should be noted that EBITDA (last 12 months) only includes one semester contribution from the retail operation acquired, while net debt for the period reflects the full payment of the acquisition price on 31 December 2007.
The majority of the gross debt as at end 1H08 attributable to the Shopping Centres business is fully and exclusively guaranteed by the assets of each project. Excluding Sonae Sierra's contribution to consolidated debt, net debt to EBITDA (last 12 months) reached 4.7x and
interest cover reached 4.0x in 1H08, when compared to 3.8x and 4.5x, respectively, at year end 2007.
During 1H08, Sonae Distribuição accomplished to achieve a solid turnover and like-for-like sales growth, despite the tough economic environment with a decrease of the consumer disposable income, and the competitive pressures in the Portuguese market, with the increased supply in the food retail market1 surpassing the nominal rate of increase in demand2 .
| OPERATING REVIEW | 1H07 | 1H08 | y.o.y |
|---|---|---|---|
| Sales growth (%) | 9.9% | 25.7% | 15.8pp |
| Food | 10.1% | 21.7% | 11.6pp |
| Non-Food | 13.7% | 18.8% | 5.1pp |
| LFL sales growth (%) | 5% | 2% | -3pp |
| Food | 5% | 2% | -4pp |
| Non-Food | 3% | 2% | -2pp |
| Number of stores (EOP) | 517 | 677 | 30.9% |
| Food | 126 | 176 | 39.7% |
| Non-Food | 391 | 501 | 28.1% |
| Sales area ('000 m2) | 565 | 725 | 28.3% |
| Food | 356 | 462 | 29.8% |
| Non-Food | 209 | 263 | 25.8% |
| % Sales area owned (%) | - | 74.6% | - |
| Food | - | 86.9% | - |
| Non-Food | - | 53.5% | - |
| Total employees | 26,108 | 32,293 | 23.7% |
Food retail registered a solid 21.7% sales growth in 1H08, compared to 1H07, despite greater competitive pressures and a challenging macroeconomic environment, and notwithstanding the significant sales benefit obtained in 1H07 from effects of the launch of the loyalty card. This performance in sales was mainly explained by: (i) the underlying 2% like-for-like growth; (ii) the accelerated expansion plan in progress, with the opening of 22 new food retail stores, totalling 21 thousand m2 of sales area, in the last 12 months; and (iii) the integration of the 12 retail stores acquired, with additional 85 thousand m2 of sales area, although no major refurbishment investments have yet been concluded.
Non-food retail sales increased by 18.8% in 1H08 against 1H07. This increase was primarily the result of: (i) an underlying 2% like-for-like growth, despite the negative like-for-like performance in the 2Q08, reflecting the slowing down of the consumer demand and the consequent postponement of purchases, as well as the impact of the early Easter when compared to 2Q07; (ii) expansion of the store network, with the opening of 97 new non-food retail stores, equal to approximately 42 thousand m2 of additional sales area, in the last 12 months; (iii) integration of the heavy bazaar from the stores acquired; and (iv) increased consumer awareness and improved operational performance of the maturing non-food formats.
Sonae Distribuição ended 1H08 with 677 stores and fourteen brands3 , amounting to a total of 725 thousand m2 of sales area, 28.3% above the 565 thousand m2 sales area at end 1H07. Total sales area owned reached 544 thousand m2 at end 1H08, representing approximately 75% of the stores network sales area and responsible for approximately 80% of the 1H08 annualized sales. Noteworthy, and through keeping its strong focus on innovation, the Company extended its activity to two new businesses: a casual footwear brand, Loop, and a bookstore concept, Book.it, that brings together in a single area a book shop, stationery and tobacco. After the reporting period, the Company expanded its sales network by 12 new stores, reaching a total of 43 new stores in 2008, including the opening of an additional Sportzone store in Spain.
1 Measured in m2 of sales area
2 Measured by the trend of sales of the major market operations
3 Modelo Bonjour is classified as Modelo since January 2008
In August 2008, and falling within the planned internationalization process, Sonae Distribuição launched Worten in the Spanish market, with the acquisition of Boulanger's Spanish operation specialized in household appliances and consumer electronics, comprising 9 operating stores.
| Million euros | |||
|---|---|---|---|
| FINANCIAL REVIEW | 1H07 | 1H08 | y.o.y |
| Turnover | 1,495.1 | 1,879.3 | 25.7% |
| Food | 1,076.2 | 1,309.4 | 21.7% |
| Non-Food | 415.4 | 493.4 | 18.8% |
| Others & eliminations (1) | 3.6 | 76.5 | - |
| EBITDA | 113.6 | 126.7 | 11.5% |
| EBITDA margin (%) (2 ) | 7.6% | 6.7% | -0.9pp |
| Food | 78.4 | 94.0 | 19.9% |
| Non-Food | 19.4 | 21.3 | 9.8% |
| Others & eliminations (1) | 15.8 | 11.2 | -28.9% |
| EBIT | 71.2 | 69.9 | -1.8% |
| Net financial results | -17.6 | -31.4 | -78.9% |
| Net income - group share (3) | 49.1 | 39.4 | -19.7% |
| Gross debt | 906.0 | 1,491.0 | 64.6% |
| Net debt | 586.3 | 1,379.3 | 135.3% |
| Net debt/EBITDA (last 12 months) | 2.1 x | 4.4 x | 2.3x |
| EBITDA/interest expenses (last 12 months) (4) | 13.1 x | 6.7 x | -6.5x |
| Gross Debt/(Gross Debt+Total equity) (5 ) | 55.3% | 64.9% | 9.6pp |
| CAPEX | 104.0 | 107.1 | 3.0% |
| EBITDA minus CAPEX | 9.6 | 19.6 | 103.3% |
(1) Includes petrol stations and real estate rents received from galleries; (2) EBITDA margin = EBITDA / Turnover; (3) Net income attributable to Sonae Distribuição shareholders; (4) Interest cover; (5) Net gearing.
Turnover increased by a significant 25.7% to 1,879.3 million euros, compared to 1,495.1 million euros in 1H07, mainly due to the positive underlying like-for-like growth achieved on both food and non-food based retail sales, the expanded store network over the last 12 months, driven by the ongoing investment in organic growth and the inclusion of the retail stores acquired in 2007.
In 1H08, Turnover included the revenue generated by the eight Petrol Stations acquired as part of the purchase of a retail company in 2007. On February 2008, Sonae Distribuição announced their operational transfer to GALP, which is still pending Competition authority approval.
EBITDA in 1H08 reached 126.7 million euros, up by 11.5% when compared to 113.6 million euros in 1H07. Two extraordinary impacts affected both 1H08 and 1H07 results: (i) a 9 million euros capital gain in 1H08, related to the sale of a Brazilian site in Florianópolis; and (ii) a 12 million euros capital gain in 1H07, generated by the sale of the real estate assets of the Albufeira and Portimão Shopping galleries in 2007. Excluding the impact of these non-recurrent capital gains, EBITDA rose by 15.9%, from 101.6 million euros in 1H07, to 117.7 million euros in 1H08, reflecting the Company's ongoing focus on containing costs and achieving productivity gains in operations. Food retail EBITDA has increased 19.9% over 1H07 to 94 million euros and Non-food retail reached an EBITDA of 21.3 million euros, up 9.8% over 1H07.
EBITDA generated a margin of 6.7%, 0.9pp down on the 7.6% margin in 1H07, mainly due to: (i) the impact on margin of the Petrol Stations acquired as part of the purchase of a retail company in 2007; (ii) the non-recurrent capital gains impacting EBITDA trends; and (iii) integration costs of the acquired stores mainly related to headcount and stocks optimization. Food retail EBITDA margin reached 7.2% in 1H08, similar to that in 1H07, and non-food retail margin amounted to 4.3%, compared to 4.7% in 1H07, a slight decrease mainly explained by: (i) an extended new store network, opened during the last two years, with a performance still below that expected on a on-going basis; (ii) the macroeconomic environment of lower consumer spending; and (iii) the marketing & sales efforts to promote sales growth.
Sonae Sierra was able to optimize the operating performance of its well-located, well-designed and well-managed shopping centres, mitigating the negative economic environment prevailing in the real estate market where the Company operates, reflected in the upwards shift of the capitalization yields in Europe and, consequently, in a reduction of the estimated market value of the property. More importantly, and given the limited scope for further yield compression, the
Company continued to shift focus to developments, with an increased pipeline of projects under development and the sale of 49.7% of the new Sierra Portugal Fund at year end 2007 NAV valuation.
| OPERATING REVIEW | 1H07 | 1H08 | y.o.y | 2007 | ° |
|---|---|---|---|---|---|
| Real estate open market value (million euros) (1) | 5,429.9 | 6,377.0 | 17.4% | 6,153.5 | 3.6% |
| Real estate NAV (million euros) (2) | 1,595.0 | 1,728.8 | 8.4% | 1,713.2 | 0.9% |
| Sierra Investments | 867.0 | 1,080.7 | 24.7% | 1,114.4 | -3.0% |
| Sierra Brazil | 164.0 | 238.0 | 45.1% | 201.3 | 18.2% |
| Others (3) | 563.0 | 410.0 | -27.2% | 398.0 | 3.0% |
| NAV per share (euros) | 49.0 | 53.2 | 8.5% | 52.7 | 0.9% |
| Openings & acquisitions (EOP) | 3 | 1 | -66.7% | 8 | -87.5% |
| Shopping centres owned/co-owned (EOP) | 44 | 48 | 9.1% | 47 | 2.1% |
| GLA owned/co-owned (4) | 1,730.0 | 1,883.6 | 8.9% | 1,855.4 | 1.5% |
| Occupancy rate of GLA owned (%) | 96.5% | 96.3% | -0.2pp | 95.5% | 0.8pp |
| Projects under development (EOP) (5 ) | 10 | 15 | 50.0% | 12 | 25.0% |
| Projects in planning stage (EOP) (6 ) | 13 | 15 | 15.4% | 15 | 0.0% |
| GLA under development (thousand m2) (4) | 508.0 | 684.9 | 34.8% | 473.8 | 44.6% |
| Shopping centres managed (EOP) | 57 | 61 | 7.0% | 63 | -3.2% |
| GLA under management (thousand m2) (4) | 2,027.0 | 2,064.9 | 1.9% | 2,183.1 | -5.4% |
| Total employees | 756 | 831 | 9.9% | 789 | 5.3% |
(1) Open market value = fair value of real estate in operation (100%), provided by an independent entity; equivalent to assets under management; (2) Net asset value = Open market value minus net debt minus minorities plus deferred tax liabilities; (3) Others = Projects under development in Europe + Cash; (4) Gross Lettable area in operating centres; (5) Projects in planning and construction; (6) Projects committed but not fully licensed.
As at the end of 1H08, Sonae Sierra owned or co-owned 48 shopping centres, compared to 44 shopping centres by end 1H07, with more than 1.88 million GLA, compared to 1.73 million GLA in 1H07. Average occupancy rate remained stable, reaching 96.3% by end 1H08 versus 96.5% as of end 1H07, despite the difficult economic environment reflected in a deterioration of European consumer's confidence and disposable income. As to shopping centres managed, Sonae Sierra continued to manage properties beyond those that are owned, servicing 61 units by end of 1H08, compared to 57 in 1H07.
The Company ended the half-year with 30 new projects in the pipeline, of which 15 under development and scheduled to open until end 2011, and the remaining still uncommitted. It is noticeable the focus on the development activity area, with seven more projects in pipeline when compared to 1H07 and five new projects committed and fully licensed against the end of 2007. During the 1H08, Sonae Sierra announced the following additional projects: (i) the development of a shopping centre in Brazil, in the city of Londrina, due to be inaugurated in March 2010; (ii) the development of Parklake Plaza, one of Europe's biggest shopping centres located in Bucharest, Romania, scheduled to open in April 2011; and (iii) the development of a shopping centre in Brazil, in the city of Uberlândia, scheduled to be opened in 2010. Total projects under development amounted to an estimated investment of 1,864 million euros (Gross Lettable Area of 685 thousand m2), of which 1,173 million euros from Sonae Sierra, with the following breakdown of investment: 47.4% Romania, 11.2% Italy, 10.7% Germany, 8.9% Spain, 8.8% Brazil, 7.8% Greece and 5.3% Portugal. In the period, Sonae Sierra successfully opened Freccia Rossa, its first shopping centre development in Italy, located in the city of Brescia.
Also worth of note was the launch, in March 2008, of the Sierra Portugal Fund, a fund with a 300 million euros equity, seeded with eight shopping centres and a pipeline of three projects. By end of 1H08, the Company had placed approximately 49.7% of the Fund´s equity with international institutional investors, namely a Finnish pension fund, a Finnish mutual pension insurance company, two real estate funds managed by Schroeder Investment Management and one client of Aberdeen Property Investors. Importantly, after 30 June 2008, Sonae Sierra concluded an additional placement of the Fund, reducing its shareholding position to 42%. Additional closings are planned for 2008, through which Sonae Sierra intends to further reduce its holding.
At end 1H08, the open market value of 100% of Sonae Sierra's real estate properties, as provided by an independent entity, Cushman & Wakefield, increased by 223.5 million euros to 6,377 million euros when compared to the latest valuation of 6,154 million euros as at end 2007. This increase mainly reflects three important factors: (i) valuation gains in Brazil, a market that has not been affected by the European property crisis and where average yields have
compressed by 48bp when compared to end 2007; Brazil properties contributed to an increase of the property value by 110.2 million euros; (ii) recognition of a new asset valued at 180.5 million euros, with the opening of Freccia Rossa; and (iii) operational optimization of the shopping centres, reflected in a positive impact of 144 million euros, driven by the increase of estimated rents, key money, other net income and maintenance and capital expenditures. These factors mitigated 211 million euros of losses from yield expansion on most of the European countries where Sonae Sierra operates, with the exception of Germany (maintenance of yields). When compared to end 2007, average yield in Portugal increased by 16bp, in Spain increased by 44bp and in Romania by 30bp.
The NAV at end of 1H08 of the properties attributable to Sonae Sierra was 1,729 million euros, corresponding to a value per share of 53.17 euros. To emphasize that, at end 1H08, Sonae Sierra decided to assess its NAV on the basis of the guidelines published by INREV4 , an association of which the Company is a member. On a same methodology basis, compared to year end 2007, NAV decreased by 2.8%, from 1,713 million euros to 1,665 million euros.
| Million euros | |||
|---|---|---|---|
| FINANCIAL REVIEW | 1H07 | 1H08 | y.o.y |
| Turnover | 128.9 | 156.8 | 21.7% |
| Services Business | 26.0 | 32.2 | 24.1% |
| Asset management | 9.7 | 12.7 | 31.0% |
| Developments | 5.1 | 6.4 | 25.5% |
| Property management | 11.2 | 13.2 | 17.6% |
| Investments | 96.8 | 121.0 | 24.9% |
| Others & eliminations | 6.1 | 3.6 | -40.9% |
| EBITDA excl. value created on invest. Prop. | 70.8 | 89.7 | 26.7% |
| EBITDA margin (%) (1 ) | 54.9% | 57.2% | 2.3pp |
| Services EBITDA margin (%) | 64.5% | - | - |
| Services Business | 16.8 | -18.4 | - |
| Asset management | 4.3 | 6.3 | 45.4% |
| Developments (2) | 10.0 | -27.5 | - |
| Property management | 2.4 | 2.8 | 16.0% |
| Investments | 78.3 | 94.0 | 20.0% |
| Others & eliminations | -24.3 | 14.1 | |
| EBIT | 69.9 | 88.6 | 26.9% |
| Net financial results | -15.6 | -44.2 | -182.5% |
| Gains realized on investments (3) | 0.1 | 13.6 | - |
| Value created on investment properties (4) | 182.6 | -47.0 | - |
| Net income - group share (5) | 100.5 | 17.5 | -82.6% |
| Gross debt | 1,597.2 | 1,868.4 | 17.0% |
| Net debt | 1,341.2 | 1,776.9 | 32.5% |
| Loan to Value (6 ) | 41.8% | 46.1% | 4.3pp |
| Net debt/EBITDA (last 12 months) | 9.2 x | 14.6 x | 5.5x |
| EBITDA/interest expenses (last 12 months) (7) | 2.4 x | 1.7 x | -0.7x |
| Debt/(Debt+Total equity) (8) | 48.8% | 49.4% | 0.6pp |
| CAPEX (9 ) | 126.2 | 132.9 | 5.3% |
(1) EBITDA margin = EBITDA / Turnover; (2) EBITDA Developments = EBITDA plus value created in projects; (3) Capital gains (losses) with shopping centres disposals; (4) Increase in the valuation of the shopping centres; (5) Net income attributable to Sonae Sierra shareholders; (6) Net debt / Investment properties; (7) EBITDA/interest expenses; (8) Net gearing; (9) CAPEX does not include investments in acquisitions.
Turnover increased by 21.7% to 156.8 million euros, compared to 128.9 million euros in 1H07. Services business income amounted to 32.2 million euros, up 24.1% when compared to 26 million euros in 1H07, with main contributions coming from: (i) 31.0% higher Asset Management income, mainly driven by the extension of the portfolio of shopping centres under management and the increase in valuation for the same portfolio of centres when compared to 1H07; (ii) 25.5% higher operating income at Developments, with the increase of the number and dimension of the projects in the pipeline explaining the higher project development fees charged; and (iii) 17.6% growth in Property Management income, explained by the higher number of properties under management (Alexa, 8ª Avenida, River Plaza and El Rosal) and a higher letting services income, up 23% compared to 1H07. Sierra Investments turnover increased by 17.6% to 121 million euros, mainly explained by a 25.8% increase in rental income to 103.7 million euros, due to a combination of acquisitions (acquisition of Munster and River Plaza), increases in ownership share of two shopping centres in Portugal (50% of Arrábida Shopping and Gaia Shopping) and organic growth of the existing portfolio (opening of El Rosal); on a like-for-like basis, fixed rental income increased 4.5% compared to 1H07.
4 European Association for investors in Non-listed Real Estate vehicles
Sonae Sierra's EBITDA, excluding value created on investment properties, reached 89.7 million euros in 1H08, an increase of 26.7% over 1H07. EBITDA of the various Services was negative 18.4 million euros in 1H08, mainly explained by the 27.5 million euros EBITDA loss at the Development division, compared with an EBITDA totalling 10 million euros in 1H07. This performance is mainly explained by the reduction of the estimates of value created on several projects under development until opening and consequent cancellation of margins accrued in previous quarters. Notwithstanding this performance, and partially offsetting its impact, the Asset Management Division generated an EBITDA of 6.3 million euros, 45% above 1H07, reflecting the scale benefits from Sonae Sierra's portfolio expansion and productivity gains, and the Property Management division reached an EBITDA of 2.8 million euros, 16% above 1H07, as a result of more dynamic letting activity and the larger portfolio under management. The Investments EBITDA was 94 million euros, up 15.7 million euros compared to 1H07, driven mainly by the acquisition of new shopping centres and the organic growth of the portfolio of assets owned.
The income from gains realized on investment properties of 13.6 million, is mainly related with the 49.7% placement of the Sierra Portugal Fund, net of set-up costs, reflecting the deferred tax liabilities related to valuation gains on investment properties, that had been accounted for in the balance sheet under the IFRS rules and not considered for pricing purposes.
Value created on investment properties reached a negative 47 million euros in 1H08, compared to positive 182.6 million euros in 1H07, explained by the general yield increase in Europe of the shopping centres in the portfolio (-138.3 million euros), as compared to a yield compression trend still prevailing in 1H07. This upward tendency was partially offset by a yield decrease in Brazil (+11.7 million euros), an improved performance of the Shopping centres owned and managed by Sonae Sierra (+74.9 million euros) and the gain from the opening of the Freccia Rossa centre during 1H08 (+8.7 million euros).
During 1H08, Sonaecom was able to deliver a high level of growth in customers and customer revenues, despite the increased level of competition in the Portuguese telecoms market. This growth was achieved on the back of a number of important commercial initiatives, with the continuous launch of new products and services.
| OPERATING REVIEW | 1H07 | 1H08 | y.o.y |
|---|---|---|---|
| Mobile | |||
| Customers (EOP) ('000) | 2,673.9 | 2,982.1 | 11.5% |
| ARPU (euros) (1) | 17.8 | 16.9 | -5.0% |
| Wireline | |||
| Total accesses (EOP) (2) | 411,177 | 741,098 | 80.2% |
| Direct accesses (EOP) | 336,779 | 522,540 | 55.2% |
| Average revenue per access - retail (3) | 23.5 | 20.8 | -11.1% |
| Media | |||
| Average paid circulation (4) | 42,657 | 42,726 | 0.2% |
| Market share of advertising (%) (5) | 14.1% | 13.3% | -0.8pp |
| SSI | |||
| IT service revenues / employee ('000 euros) (6 ) | 55.1 | 57.9 | 5.1% |
| Total employees | 1,851 | 1,921 | 3.8% |
(1) Average revenues per user; (2) Accesses according to "revenue generator unit" criteria; (3) excluding Mass Calling services' revenues; (4) Estimated value, updated in the following quarter; (5) 2Q08= May YTD; (6) Excluding employees dedicated to equipment sales.
Sonaecom's mobile customer base increased by 11.5% to 2,982 thousand customers at the end of 1H08, compared to 2,674 thousand customers at end of 1H07, with net additions in excess of 89 thousand in the half-year, up by 22.9% compared to 1H07, reflecting investments to support the brand, particularly in the residential segment; to improve distribution capacity; and the continuous development of Sonaecom's fixed-mobile convergent product 'Optimus Home' and wireless broadband service 'Kanguru'. The launch of "TAG" in the semester, an innovative offer aimed at the youth market, also contributed to the strong growth of the customer base.
Mobile customers generated an ARPU of 16.9 euros in 1H08, down from an ARPU of 17.8 euros in 1H07, of which 13.1 euros related to customer monthly bill and 3.8 euros related to operator revenues, which compares to 13.6 euros and 4.2 euros respectively in 1H07. This lower ARPU is mainly explained by: (i) the 11% decrease in operator revenues ARPU, due to reductions in roaming tariffs; (ii) the decrease of 3.2% in customer monthly bill, due to the lower Average Revenue per Minute, explained by the higher price pressures on voice tariffs, mainly in the SME and Corporate segments and; (iii) to the increased weight of Sonaecom's fixed-mobile convergent product within the customer base, which was not fully offset by the higher average minutes of use per customer in the period. By end of 1H08, data revenues represented 20.9% of service revenues, 4.4pp higher than in 1H07, a demonstration of the Company's leading position in wireless broadband and its success to push for a material growth of data usage through the promotion of retail sales of its mobile broadband product "Kanguru".
Sonaecom's wireline accesses reached 741 thousand at end 1H08, an increase of 80.2% compared to 1H07 and 10.1% on a like-for-like basis, excluding the impact of ONI's residential and SoHo customer base and Tele2 Portugal customers. Total direct accesses have grown to represent 70.5% of Sonaecom's wireline customer base in 1H08, compared to 81.9% in 1H07, reflecting the higher indirect customer base resulting mostly from the acquisition of Tele2 during 3Q07. Direct net additions in 1H08 were, approximately, 12 thousand, a lower level when compared to 1H07, as a result of: (i) the increased competitive pressures in the market, pressing for higher churn; (ii) the problems faced in porting numbers from the incumbent operator, leading to a significant increase in the average number of days to activate an ULL customer; (iii) the lower rate of expansion of the ULL addressable market, with the opening of only 5 new Central Offices for ULL ADSL2+ services in the semester; and (iv) the growing competition from mobile broadband services.
| Million euros | |||
|---|---|---|---|
| FINANCIAL REVIEW | 1H07 | 1H08 | y.o.y |
| Turnover | 413.4 | 475.6 | 15.0% |
| Mobile | 293.5 | 303.1 | 3.3% |
| Wireline | 110.7 | 147.6 | 33.3% |
| Media | 16.7 | 17.2 | 3.5% |
| SSI | 32.8 | 54.5 | 66.2% |
| Others & eliminations | -40.2 | -46.8 | -16.4% |
| Other revenues | 2.1 | 4.3 | 109.7% |
| EBITDA (1) | 73.2 | 68.7 | -6.1% |
| EBITDA margin (%) (2 ) | 17.7% | 14.4% | -3.3pp |
| Mobile | 73.7 | 62.1 | -15.7% |
| Wireline | 0.8 | 4.0 | - |
| Media | -1.9 | -1.5 | 20.4% |
| SSI | 2.7 | 3.6 | 36.1% |
| Others & eliminations | -2.0 | 0.4 | - |
| EBIT | 6.1 | -9.1 | - |
| Net financial results | -8.2 | -7.9 | 4.2% |
| Net income - group share (3) | -4.7 | -12.2 | -159.5% |
| Gross debt | 482.6 | 374.3 | -22.4% |
| Net debt | 284.2 | 367.4 | 29.3% |
| Net debt/EBITDA (last 12 months) | 1.9 x | 2.3 x | 0.5x |
| EBITDA/interest expenses (last 12 months) (4) | 5.7 x | 8.0 x | 2.3x |
| Gross Debt/(Gross Debt+Total equity) (5 ) | 35.1% | 28.9% | -6.2pp |
| CAPEX | 69.9 | 161.6 | 131.3% |
| Operating CAPEX (6) | 56.3 | 67.7 | 20.4% |
| EBITDA minus CAPEX | 3.3 | -92.9 | - |
| Free Cash Flow | 75.0 | -57.8 | - |
(1) EBITDA includes provisions and impairment losses; (2) EBITDA margin = EBITDA / Turnover; (3) Net income after minority interests; (4) Interest cover; (5) Net gearing; (6) Operating CAPEX excludes financial investments, provisions for sites dismantling and other non operational investments.
Sonaecom turnover increased by 15% in 1H08 to 475.6 million euros compared to 1H07, notwithstanding the significant competitive pressures in the Portuguese telecoms market, with aggressive promotions being launched and new price points introduced in the market by all players. The main contributions to this performance came from: (i) 33.2% higher service revenues from the Wireline business (4.8% on a like-for-like basis), mainly due to the significant increase in customer revenues, up by 70.6% (13.2% on a like-for-like basis), driven by the growth in direct access revenues, up 51.0% on 1H07, and indirect access revenues, up by 151.1% to 27.4 million euros; the expected trend of reduction in indirect access customers has determined q.o.q. reductions in the corresponding revenue line; (ii) 3.9% increase in Mobile's
service revenues, with the 5.9% growth of customer revenues more than offsetting the negative impact of lower roaming tariffs, and notwithstanding the increased competitiveness in the market reflected in a 5.0% decrease of the average revenue per minute; (iii) 44.1% higher service revenues from SSI, driven by the good performance of all its businesses; and (iv) the 3.5% growth in Media's service revenues, driven by higher advertising revenues.
Excluding the contributions from the businesses acquired during 20075 , Sonaecom's turnover would have grown by 6.5%, compared to 1H07, reflecting the increase in service revenues by 5.2%, a material achievement in the current competitive market environment.
EBITDA reached 68.7 million euros in 1H08, generating a margin of 14.4%, compared to an EBITDA of 73.2 million euros and a margin of 17.7% in 1H07. This performance was mainly driven by strong operational results at the Wireline and SSI businesses, which were fully off-set by the increased marketing & sales costs at the Mobile division, the increased level of competition and the integration costs related with acquisitions. The Mobile business generated EBITDA of 62.1 million euros, compared to 73.7 million euros in 1H07, mainly driven by increase marketing & sales costs in the half-year and increased handset subsidies, combined with the negative impact from lower roaming tariffs. The Wireline business generated an EBITDA of 4 million euros compared to 0.8 million euros in 1H07, reflecting the scale benefits of an higher direct access customer base, achieved via organic growth, which is generating an increasingly positive contribution to profitability, and the positive contributions from the businesses acquired during 2007. EBITDA at SSI increased from 2.7 million in 1H07 to 3.7 million in 1H08, driven by higher service revenues in all its businesses and by a one-off effect related to the recognition of a 1.4 million euros gain in relation to the final closure of Tecnológica's acquisition process. Público's EBITDA was negative 1.5 million euros, a 20.4% improvement when compared to 1H07, driven by a better performance in associated product sales, up by 11.9% over 1H07, and by an increase in advertising revenues, up by 2.5% over 1H07.
The activity of Sonae, SGPS, SA, as a stand alone company, is focused on the management of its holdings in affiliated companies.
Total turnover increased by 36.5% to 1 million euros, compared to 1H07, and EBITDA amounted to negative 2.9 million euros, compared to negative 3.7 million euros in 1H07. Net profit for the 1H08 amounted to 114.9 million euros, which was favourably impacted by dividends received from its affiliated companies Sonae Distribuição and Sonae Sierra.
5 In 2007, Sonaecom acquired ONI residential and SOHO customers, Tele2 Portugal, Cape Technologies, Praesidium and Tecnológica.
The following event, which took place after 30 June 2008 but before the approval of the half-year accounts by the Board, should be noted:
biggest shopping centres, located in Bucharest, Romania, with an estimated total gross investment of 591 million euros, which is scheduled to open in April 2011.
The following events, which took place after 30 June 2008 but before the approval of the half-year accounts by the Board, should be noted:
Sonae is confident of its strategy to face current challenges and on fulfilling its commitment to achieve profitable growth, despite the current economic environment and the clear slowdown of consumer demand. In the current context, guidance disclosed for 2008, although more difficult to achieve, continues to be valid. During 2H08, Group companies will continue to seek for non-organic growth opportunities arising from the current market conditions and to focus on executing on-going initiatives to deliver organic growth and efficiency gains.
Our Retail business will continue to target high organic growth rates, as a means of consolidating its leadership in the Portuguese market. Total sales area will increase by approximately 60 thousand m2 by year end 2008, including the opening of 3 new Hypermarkets Continente from the 12 retail projects acquired in 2007. Productivity gains from the integration of the 12 hypermarkets acquired in 2007 will start impacting positively margin and new non-food format openings in available space at these stores will contribute to sales performance increase. Sonae Distribuição will also continue with the internationalization plan for non-food formats, by
increasing its presence in Spain, as a result of opening additional Sportzone and Worten stores, as well as looking for expansion opportunities allowing entry into other geographical areas.
Our Shopping Centres business will continue to focus on the operational optimization of the centres and on increasing the scale of the development activities. The Company will be focusing on increasing its pipeline of projects under development, as, given that yields are at historically low levels in Europe, the scope for further valuation gains is limited.
Our Telecommunications business will remain focused on organic growth by innovating and promoting mobile broadband and direct broadband services. The Company will accelerate the extension of coverage and capacity of its mobile and wireline networks and will launch its 3-play offer supported on fibre network on a wider scale.
A detailed annual Corporate Governance Report is included in Sonae's Full Year 2007 Management Report and Accounts available on its website (www.sonae.pt). Sonae's website also has a specific section dedicated to corporate governance.
Highlighted below are the main developments that occurred during 1H08 in relation to corporate governance issues.
At the Shareholders' Annual General Meeting held on 24 April 2008, it was resolved to change the company's book-entry bearer shares into book-entry registered shares and, as a consequence thereof, the Company's Articles of Association were amended accordingly.
Luiz Filipe Lampreia, a member of the Sonae Board, resigned as a Director of the Company, effective from 30 April 2008.
Maia, 26 August 2008
-------------------- Belmiro Mendes de Azevedo President of the Board of Directors
-------- Álvaro Cuervo Garcia Member of the Board of Directors
-------- Michel Marie Bon Member of the Board of Directors
-------- José Neves Adelino Member of the Board of Directors
---------- Duarte Paulo Teixeira de Azevedo President of the Executive Committee
---------- Álvaro Carmona e Costa Portela Member of the Executive Committee
Ângelo Gabriel Ribeirinho dos Santos Paupério Member of the Executive Committee
Nuno Manuel Moniz Trigoso Jordão Member of the Executive Committee
The signatories individually declare that, to their knowledge, the Management Report, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared in accordance with International Financial Reporting Standards, giving a truthful (fairly) and appropriate image, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of the issuer and that the Management Report faithfully describes the business evolution and position of the issuer and of the companies included in the consolidation perimeter and contains a description of the major risks and uncertainties that they face.
Maia, 26 August 2008
-------------------- Belmiro Mendes de Azevedo President of the Board of Directors
-------- Álvaro Cuervo Garcia Member of the Board of Directors
-------- Michel Marie Bon Member of the Board of Directors
-------- José Neves Adelino Member of the Board of Directors
---------- Duarte Paulo Teixeira de Azevedo President of the Executive Committee
---------- Álvaro Carmona e Costa Portela Member of the Executive Committee
Ângelo Gabriel Ribeirinho dos Santos Paupério Member of the Executive Committee
Nuno Manuel Moniz Trigoso Jordão Member of the Executive Committee
Disclosure of shares and other securities held by members of the Board of Directors and of transactions during the year involving shares and other securities.
| Purchases | Sales | Balance as of 30.06.2008 |
||||
|---|---|---|---|---|---|---|
| Date | Quantity | Aver. Price € | Quantity | Aver. Price € | Quantity | |
| Belmiro Mendes de Azevedo | ||||||
| Efanor Investimentos, SGPS, SA (1) | 49,999,997 | |||||
| Sonae, SGPS, SA | 14,901 | |||||
| Sonaecom, SGPS, SA | 75,537 | |||||
| Álvaro Carmona e Costa Portela | ||||||
| Sonae, SGPS, SA | 125,934 | |||||
| Purchase | 11.06.2008 | 100,000 | 0.91 | |||
| Sonaecom, SGPS, SA | 5,000 | |||||
| Ângelo Gabriel Ribeirinho dos Santos Paupério | ||||||
| Sonae, SGPS, SA | 250,000 | |||||
| Purchase | 11.01.2008 | 245,436 | 1.30 | |||
| Sonae.com, SGPS, SA | 225,000 | |||||
| Purchase | 11.01.2008 | 59,930 | 2.89 | |||
| Purchase | 14.01.2008 | 61,000 | 3.00 | |||
| Purchase | 15.01.2008 | 44,000 | 2.87 | |||
| Duarte Paulo Teixeira de Azevedo | ||||||
| Efanor Investimentos, SGPS, SA (1) | 1 | |||||
| Migracom, SGPS, SA (3) | 69,996 | |||||
| Sonae, SGPS, SA | 3,293 | |||||
| Michel Marie Bon | ||||||
| Sonae, SGPS, SA | 78,113 | |||||
| Purchase | 17.01.2008 | 4,600 | 1.30 | |||
| Purchase | 28.05.2008 | 7,250 | 1.04 |
| Balance as of | ||||||
|---|---|---|---|---|---|---|
| Purchases | Sales | 30.06.2008 | ||||
| Date | Quantity | Aver. Price € | Quantity | Aver. Price € | Quantity | |
| (1) Efanor Investimentos, SGPS, SA | ||||||
| Sonae, SGPS, SA | 658,804,424 | |||||
| Pareuro, BV (2) | 2,000,000 | |||||
| Increase in share capital | 21.01.2008 | 1,980,000 | 151.51 | |||
| Sonaecom, SGPS, SA | 1,000 | |||||
| (2) Pareuro, BV | ||||||
| Sonae, SGPS, SA | 400,000,000 | |||||
| (3) Migracom, SGPS, SA | ||||||
| Sonae, SGPS, SA | 1,485,000 | |||||
| Purchase | 17.01.2008 | 193,500 | 1.29 | |||
| Purchase | 18.01.2008 | 1,500 | 1.24 | |||
| Sonaecom, SGPS, SA | 387,342 | |||||
| Imparfin, SGPS, SA (4) | 150,000 | |||||
| (4) Imparfin, SGPS, SA | ||||||
| Sonae, SGPS, SA | 4,105,280 | |||||
| Purchase | 03.01.2008 | 7 | 1.92 | |||
Shares held and voting rights of companies owning more than 2% of the share capital of the company.
| Nr. of shares | % of Share Capital |
% of Voting Rights |
|---|---|---|
| 658,804,424 | 32.940% | 32.940% |
| 400,000,000 | 20.000% | 20.000% |
| 14,901 | 0.001% | 0.001% |
| 351,296 | 0.018% | 0.018% |
| 1,488,293 | 0.074% | 0.074% |
| 14,320 | 0.001% | 0.001% |
| 1,060,673,234 | 53.034% | 53.034% |
| 132,851,868 365,199 40,071,372 4,751,416 178,039,855 |
6.643% 0.018% 2.004% 0.238% 8.902% |
6.643% 0.018% 2.004% 0.238% 8.902% |
| 49,849,514 | 2.492% | 2.492% |
| 49,849,514 | 2.492% | 2.492% |
| 70,117,704 70,117,704 |
3.506% 3.506% |
3.506% 3.506% |
(Amounts expressed in euro)
| ASSETS | Notes | 30.June.2008 | 30.June.2007 Pro- forma (Note 1) |
31.December.2007 (1) |
|---|---|---|---|---|
| NON CURRENT ASSETS: | ||||
| Tangible and intangible assets | 9 | 2,703,983,531 | 2,088,664,494 | 2,579,734,786 |
| Investment properties | 10 | 2,125,884,311 | 1,824,622,454 | 2,062,128,926 |
| Goodwill | 11 | 690,117,724 | 214,032,911 | 683,136,658 |
| Associated investments | 6 | 70,484,102 | 52,288,926 | 73,548,640 |
| Other investments Deferred tax assets |
7 and 12 15 |
24,809,603 146,821,212 |
39,071,155 94,673,205 |
12,055,157 141,044,708 |
| Other non current assets | 13 | 60,486,666 | 41,585,895 | 74,616,749 |
| Total Non Current Assets | 5,822,587,149 | 4,354,939,040 | 5,626,265,624 | |
| CURRENT ASSETS: | ||||
| Inventories | 494,563,085 | 406,801,782 | 471,531,429 | |
| Trade debtors and other current assets | 14 | 649,816,729 | 621,653,409 | 590,949,208 |
| Investments | 12 | 67,741,707 | 37,001,223 | 60,069,924 |
| Cash and cash equivalents | 16 | 116,758,675 | 690,076,211 | 286,401,453 |
| Total Current Assets | 1,328,880,196 | 1,755,532,625 | 1,408,952,014 | |
| Assets available for sale | 9 | 15,680,523 | - | 6,006,580 |
| TOTAL ASSETS | 7,167,147,868 | 6,110,471,665 | 7,041,224,218 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 17 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 |
| Own shares | 17 | (138,568,275) | (139,441,418) | (138,568,275) |
| Reserves and retained earnings Profit/(Loss) for the year attributable to the equity holders of sonae |
(718,055,013) 24,218,043 |
(893,817,474) 100,366,258 |
(975,815,015) 284,044,038 |
|
| Equity attributable to the equity holders of Sonae | 1,167,594,755 | 1,067,107,366 | 1,169,660,748 | |
| Equity attributable to minority interests | 18 | 502,392,074 | 436,377,701 | 448,380,172 |
| TOTAL EQUITY | 1,669,986,829 | 1,503,485,067 | 1,618,040,920 | |
| LIABILITIES: NON CURRENT LIABILITIES: |
||||
| Loans | 19 | 3,027,137,591 | 2,255,720,903 | 2,829,116,990 |
| Other non current liabilities | 21 | 236,782,367 | 51,183,381 | 313,023,126 |
| Deferred tax liabilities | 15 | 354,583,609 | 304,673,861 | 345,065,194 |
| Provisions | 24 | 74,368,920 | 47,073,002 | 110,584,226 |
| Total Non Current Liabilities | 3,692,872,487 | 2,658,651,147 | 3,597,789,536 | |
| CURRENT LIABILITIES: | ||||
| Loans | 19 | 295,713,227 | 741,695,215 | 138,317,111 |
| Trade creditors and other current liabilities | 23 | 1,506,014,841 | 1,198,377,415 | 1,684,410,694 |
| Provisions | 24 | 2,560,484 | 8,262,821 | 2,665,957 |
| Total Current Liabilities | 1,804,288,552 | 1,948,335,451 | 1,825,393,762 | |
| TOTAL LIABILITIES | 5,497,161,039 | 4,606,986,598 | 5,423,183,298 | |
| TOTAL EQUITY AND LIABILITIES | 7,167,147,868 | 6,110,471,665 | 7,041,224,218 | |
The accompanying notes are part of these financial statements.
(1) The subsidiary Continente Hipermercados, S.A. (ex-Carrefour) was acquired in the end of 2007 and therefore no fair value allocation was made as at that da During the first half of 2008 a preliminary fair value allocation was made and is now reflected in these financial statements (Note 8).
| 30. June.2007 | ||||
|---|---|---|---|---|
| 30.June.2008 | Pro-forma | 30.June.2007 | ||
| Notes | (Note 1) | |||
| Operational income | ||||
| Sales | 1,852,621,758 | 1,464,113,597 | 1,563,820,185 | |
| Services rendered | 10 | 584,041,449 | 508,078,277 | 573,361,296 |
| Value created on investment properties | (21,663,667) | 102,773,897 | 102,773,063 | |
| Other operational income | 209,067,278 | 154,668,296 | 211,673,686 | |
| Total operational income | 2,624,066,818 | 2,229,634,067 | 2,451,628,230 | |
| Operational expenses | ||||
| Cost of goods sold and materials consumed | (1,490,041,322) | (1,170,193,011) | (1,229,888,734) | |
| Changes in stocks of finished goods and work in progress | - | - | 32,851,703 | |
| External supplies and services | (572,404,685) | (455,756,806) | (583,692,834) | |
| Staff costs | (299,712,962) | (249,753,648) | (298,243,615) | |
| Depreciation and amortisation | 9 | (133,066,982) | (110,370,641) | (115,050,855) |
| Provisions and impairment losses | (11,540,231) | (12,905,847) | (14,836,476) | |
| Other operational expenses | (39,142,337) | (31,584,470) | (37,507,732) | |
| Total operational expenses | (2,545,908,519) | (2,030,564,423) | (2,246,368,543) | |
| Operational profit/(loss) | 78,158,299 | 199,069,644 | 205,259,687 | |
| Financial expenses | (97,533,955) | (74,419,519) | (78,168,328) | |
| Financial income | 19,938,447 | 24,588,665 | 22,458,868 | |
| Net financial expenses | (77,595,508) | (49,830,854) | (55,709,460) | |
| Share of results of associated undertakings | 6 | 1,302,927 | 898,779 | (173,506) |
| Investment income | 8,226,470 | 31,122,904 | 32,367,283 | |
| Profit before income tax | 10,092,188 | 181,260,473 | 181,744,004 | |
| Income tax | 27 | (178,719) | (42,302,871) | (40,534,133) |
| Consolidated profit for the six months period | 28 | 9,913,469 | 138,957,602 | 141,209,871 |
| Attributable to: | ||||
| Equity holders of Sonae | 24,218,043 | 100,366,258 | 102,006,054 | |
| Minority interests | (14,304,574) | 38,591,344 | 39,203,817 | |
| Profit/(loss) per share | - | - | ||
| Basic | 29 | 0.012970 | 0.053768 | 0.054647 |
| Diluted | 29 | 0.012970 | 0.053768 | 0.054647 |
The accompanying notes are part of these financial statements.
| 2nd Quarter ended 30 June 2008 Unaudited |
2nd Quarter ended 30 June 2007 Pro-forma (Note 1) Unaudited |
2nd Quarter ended 30 June 2007 Unaudited |
||
|---|---|---|---|---|
| Operational income | ||||
| Sales | 936,335,922 | 751,573,837 | 798,561,478 | |
| Services rendered | 296,117,963 | 263,999,033 | 295,912,135 | |
| Value created on investment properties | (21,663,667) | 99,904,561 | 99,903,727 | |
| Other operational income | 108,731,331 | 75,829,086 | 104,690,458 | |
| Total operational income | 1,319,521,549 | 1,191,306,517 | 1,299,067,798 | |
| Operational expenses | ||||
| Cost of goods sold and materials consumed | (739,474,335) | (590,103,164) | (619,039,038) | |
| Changes in stocks of finished goods and work in progress | - | - | 22,509,127 | |
| External supplies and services | (300,072,798) | (242,066,892) | (308,441,026) | |
| Staff costs | (149,531,853) | (124,555,183) | (149,638,747) | |
| Depreciation and amortisation | (69,411,250) | (52,479,909) | (54,711,051) | |
| Provisions and impairment losses | (7,286,044) | (9,336,974) | (10,968,508) | |
| Other operational expenses | (18,295,943) | (14,175,526) | (17,387,777) | |
| Total operational expenses | (1,284,072,223) | (1,032,717,648) | (1,137,677,020) | |
| Operational profit/(loss) | 35,449,326 | 158,588,869 | 161,390,778 | |
| Financial losses | (47,658,017) | (35,996,734) | (37,881,189) | |
| Financial profits | 9,307,332 | 11,163,258 | 9,832,116 | |
| Net financial expenses | (38,350,685) | (24,833,476) | (28,049,073) | |
| Share of results of associated undertakings | (312,662) | 923,950 | (470,955) | |
| Investment income | 2,271,095 | 29,095,739 | 25,610,061 | |
| Profit/(Loss) before income tax | (942,926) | 163,775,082 | 158,480,811 | |
| Income tax | 273,807 | (36,193,419) | (33,295,510) | |
| Consolidated profit/(loss) for the period | (669,119) | 127,581,663 | 125,185,301 | |
| Attributable to: | - | |||
| Equity holders of Sonae | 12,077,476 | 89,553,437 | 87,333,269 | |
| Minority interests | (12,746,595) | 38,028,226 | 37,852,032 | |
| Profit/(loss) per share | ||||
| Basic | 29 | 0.006468 | 0.047974 | 0.046785 |
| Diluted | 29 | 0.006468 | 0.047974 | 0.046785 |
The accompanying notes are part of these financial statements.
| Attr ibut able to Equ ity H olde f So rs o nae |
||||||||
|---|---|---|---|---|---|---|---|---|
| Res d erve s an |
||||||||
| Sha re |
Ow n |
Ret aine d |
Net | Min ority |
Tot al |
|||
| Not es |
Cap ital |
Sha res |
Ear ning s |
Pro fit/(L ) oss |
Tot al |
Inte rest s |
Equ ity |
|
| Bala at 1 Jan 200 7 nce as uary |
2,0 00,0 00,0 00 |
(14 2,96 1,43 1) |
(80 6,21 9,14 1) |
241 ,822 ,233 |
1,2 92,6 41,6 61 |
402 ,058 ,314 |
1,6 94,6 99,9 75 |
|
| App iatio n of fit o f 20 06: ropr pro |
||||||||
| Tra nsfe lega l res d re tain ed e ings r to erve s an arn |
- | - | 241 ,822 ,233 |
(24 1,82 2,23 3) |
- | - | - | |
| Divi den ds d istri bute d |
- | - | (55 ,997 ,443 ) |
- | (55 ,997 ,443 ) |
(12 ,650 ,787 ) |
(68 ,648 ,230 ) |
|
| Cha s in nge res erve s |
||||||||
| In c ertio onv n re serv es |
- | - | 5,7 71,4 71 |
- | 5,7 71,4 71 |
250 ,984 |
6,02 2,45 5 |
|
| In h edg d fa ir va lue e an rese rves |
- | - | 25, 334 ,093 |
- | 25, 334 ,093 |
(68 8,76 2) |
24,6 45,3 31 |
|
| In o ther res erve s |
- | 3,52 0,01 3 |
(1,2 60) 10,9 |
- | 2,3 09,0 53 |
8,74 5,38 9 |
11, 054 ,442 |
|
| Con soli date d P rofit /(Lo ss) for t he s ix m onth s |
||||||||
| end ed 3 0 Ju ne 2 007 |
- | - | - | 102 ,006 ,054 |
102 ,006 ,054 |
39,2 03,8 17 |
141 ,209 ,871 |
|
| Bala at 3 0 Ju ne 2 007 nce as |
2,0 00,0 00,0 00 |
(139 ,441 ,418 ) |
(590 ,499 ,747 ) |
102 ,006 ,054 |
1,3 72,0 64,8 89 |
436 ,918 ,955 |
1,8 08,9 83,8 44 |
|
| Bala at 1 Jan 200 8 (1 ) nce as uary |
2,0 00,0 00,0 00 |
(13 8,56 8,27 5) |
(97 5,81 5,01 5) |
284 ,044 ,038 |
1,16 9,66 0,74 8 |
448 ,380 ,172 |
1,6 18,0 40,9 20 |
|
| App iatio n of fit o f 20 07: ropr pro |
||||||||
| Tra nsfe lega l res d re tain ed e ings r to erve s an arn |
- | - | 284 ,044 ,038 |
(28 4,04 4,03 8) |
- | - | - | |
| Divi den ds d istri bute d |
30 | - | - | (56 ,016 ,000 ) |
- | (56 ,016 ,000 ) |
(3,3 52,3 50) |
(59 ,368 ,350 ) |
| Cha s in nge res erve s |
||||||||
| In c ertio onv n re serv es |
- | - | 2,2 80,9 51 |
- | 2,2 80,9 51 |
191 ,096 |
2,4 72,0 47 |
|
| In h edg d fa ir va lue e an rese rves |
- | - | 5,9 98,9 66 |
- | 5,9 98,9 66 |
4,06 5,02 1 |
10, 063 ,987 |
|
| Adj of S e C apit al ri ght sha rela ted to th in-o ff ustm ents ona res e sp |
12 e 17 |
- | - | 23, 762 ,601 |
- | 23, 762 ,601 |
- | 23, 762 ,601 |
| Aqu isitio nd s ales of s hare s of affi liate d un dert akin ns a gs |
- | - | - | - | - | 27, 086 ,463 |
27, 086 ,463 |
|
| Cap ital incr ese as |
- | - | - | - | - | 37,4 25,0 00 |
37,4 25,0 00 |
|
| In o ther res erve s |
- | - | (2,3 10,5 54) |
- | (2,3 10,5 54) |
2,9 01,2 46 |
590 ,692 |
|
| Con soli date d P rofit /(Lo ss) for t he s ix m onth s |
- | - | - | - | - | - | - | |
| end ed 3 0 Ju ne 2 008 |
- | - | - | 24,2 18,0 43 |
24,2 18,0 43 |
(14 ,304 ,574 ) |
9,9 13,4 69 |
|
| Bala at 3 0 Ju ne 2 008 nce as |
2,0 00,0 00,0 00 |
(13 8,56 8,27 5) |
(71 8,05 5,01 3) |
24,2 18,0 43 |
1,16 7,59 4,75 5 |
502 ,392 ,074 |
1,66 9,98 6,82 9 |
The accompanying notes are part of these financial statements.
(1) The subsidiary Continente Hipermercados, S.A. (ex-Carrefour) was acquired in the end of 2007 and therefore no fair value allocation was made as at that date. During the first half of 2008 a preliminary fair value allocation was made and is now reflected in these financial statements (Note 8).
| 30.June.2008 | 30.June.2007 Pro-forma (Note 1) |
30.June.2007 | ||
|---|---|---|---|---|
| OPERATING ACTIVITIES | Notes | |||
| Net cash flow from/ (used in) operating activities (1) | (13,426,647) | 31,067,407 | 27,995,075 | |
| INVESTING ACTIVITIES | ||||
| Cash receipts arising from: Investments Tangible, intangible assets and investment properties Dividends Others |
83,916,996 7,805,722 150,169 15,764,920 |
167,128,194 26,612,821 421,164 98,228,523 |
172,090,222 28,601,133 1,345,290 31,671,868 |
|
| 107,637,807 | 292,390,702 | 233,708,513 | ||
| Cash Payments arising from: Investments Tangible, intangible assets and investment properties Others |
(37,820,185) (295,712,214) (23,636,892) |
(39,810,369) (332,737,415) (140,118,582) |
(95,996,963) (374,363,811) (9,504,320) |
|
| Net cash from/ (used in) investing activities (2) | (357,169,291) | (512,666,366) | (479,865,094) | |
| (249,531,484) | (220,275,664) | (246,156,581) | ||
| FINANCING ACTIVITIES Cash receipts arising from: Loans obtained Capital increases, additional paid in capital and share premiums |
3,111,077,337 1,608,000 3,112,685,337 |
4,771,714,309 - 4,771,714,309 |
4,933,195,779 1,027,676 4,934,223,455 |
|
| Cash Payments arising from: Loans obtained Interest and similar charges Reimbursement of capital and paid in capital Dividends Others |
(2,758,665,568) (95,997,678) - (62,278,286) (112,162,224) |
(4,391,973,629) (71,749,303) (83,322) (68,465,241) (2,360,378) |
(4,514,431,021) (74,473,353) (83,322) (68,465,241) (2,474,327) |
|
| (3,029,103,756) | (4,534,631,873) | (4,659,843,942) | ||
| Net cash from/ (used in) financing activities (3) | 83,581,581 | 237,082,436 | 274,379,513 | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) Effect of foreign exchange rate Cash and cash equivalents at the beginning of the period |
16 | (179,376,550) (15,286) 275,625,572 |
47,874,179 (387,436) 640,915,659 |
56,218,007 (405,859) 648,811,274 |
| Cash and cash equivalents at the end of the period | 16 | 96,264,308 | 689,177,274 | 705,435,140 |
The accompanying notes are part of these financial statements.
(Amounts expressed in euro)
SONAE, SGPS, SA ("the Company" or "Sonae"), with head office at Lugar do Espido, Via Norte, Apartado 1011, 4471-909 Maia, Portugal, is the parent company of a group of companies, as detailed in Notes 4 to 7 ("Sonae Group"). The Group's operations and business segments are described in Note 31.
The consolidated income statements and the consolidated statement of cash flows for the six months period ended as at 30 June 2008 are not directly comparable with the statements for the six months period ended 30 June 2007, because of the spin-off of the Sonae Capital business (with accounting effects from 1 October 2007).
The pro-forma consolidated income statement and the pro-forma consolidated statement of cash flows as at 30 June 2007 include the above mentioned changes as if occurred on the 1 January 2007.
The accounting policies adopted are consistent with those followed in the preparation of annual financial statements for the year ended 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") or by the previous Standing Interpretations Committee ("SIC"), applicable to financial years beginning on 1 January 2008.
Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accompanying consolidated financial statements have been prepared from the books and accounting records of the companies included in the consolidation (Notes 4 to 6) on a going concern basis and under the historical cost convention, except for investment properties and financial instruments which are stated at fair value.
During the period there were neither changes in accounting policies nor correction of prior period errors.
Group companies included in the consolidated financial statements, their head offices and percentage of share capital held by the Group as at 30 June 2008 and 31 December 2007 are as follows:
| Percentage of capital held | ||||||
|---|---|---|---|---|---|---|
| 30 June 2008 | 31 December 2007 | |||||
| COMPANY | Head Office | Direct | Total | Direct | Total | |
| Sonae - SGPS, S.A. | Maia | HOLDING | HOLDING | HOLDING | HOLDING | |
| Retail | ||||||
| Bertimóvel - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Best Offer - Prest. Inf. pela Internet, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Bikini, Portal de Mulheres, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Canasta - Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Carnes do Continente - Ind. Distr. Carnes, SA | a) | Santarém | 100.00% | 100.00% | 100.00% | 100.00% |
| Chão Verde - Soc. de Gestão Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Citorres - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Contibomba - Comérc. Distr. Combustiveis, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Contimobe - Imobil.Castelo Paiva, SA | a) | Castelo de Paiva | 100.00% | 100.00% | 100.00% | 100.00% |
| Continente Hipermercados, SA | a) | Lisboa | 99.90% | 99.90% | 99.86% | 99.86% |
| Cumulativa - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Difusão - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| 1) Edições Book.it, SA | a) | Matosinhos | 100.00% | 100.00% | - | - |
| Efanor - Design e Serviços, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Efanor - Indústria de Fios, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Equador & Mendes Agência de Viagens e Turismo, Lda | a) | Lisboa | 67.50% | 67.50% | 67.50% | 67.50% |
| Estevão Neves - Hipermercados Madeira, SA | a) | Madeira | 100.00% | 100.00% | 100.00% | 100.00% |
| Fozimo - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Fozmassimo - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
|---|---|---|---|---|---|---|
| Fundo de Investimento Imobiliário Fechado Imosonae Dois | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Global S - Hipermercado, Lda | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| IGI - Investimento Imobiliário, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| Igimo - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Iginha - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Imoconti - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Imoestrutura - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Imomuro - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Imoresultado - Sociedade Imobiliaria, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Imosistema - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Infofield - Informática, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Inventory - Acessórios de Casa, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Marcas MC, zRT | a) | Budapest | 100.00% | 100.00% | 100.00% | 100.00% |
| (Hungary) | ||||||
| MJLF - Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Modalfa - Comércio e Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo - Dist.de Mat. de Construção, SA | b) | Maia | 50.00% | 50.00% | 50.00% | 50.00% |
| Modelo Continente - Operações Retalho SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo Continente Hipermercados,SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo Continente Seguros - Sociedade Mediação, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo Hiper Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo Hipermercados Trading, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo.com - Vendas p/Correspond., SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| NA - Comércio de Artigos de Desporto, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| NA - Equipamentos para o Lar, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Nova Equador Internacional,Ag.Viag.T, Lda | a) | Lisboa | 67.50% | 67.50% | 67.50% | 67.50% |
| Nova Equador P.C.O. e Eventos, SA | a) | Lisboa | 67.50% | 67.50% | 67.50% | 67.50% |
| Peixes do Continente - Indústria e Distribuição de Peixes, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Pharmacontinente - Saúde e Higiene, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Predicomercial - Promoção Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Selifa - Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sempre à Mão - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sesagest - Proj.Gestão Imobiliária, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| Porto Alegre | ||||||
| 5) SM Empreendimentos Imobiliários, Ltda | a) | (Brazil) | 100.00% | 100.00% | 100.00% | 100.00% |
| Socijofra - Sociedade Imobiliária, SA | a) | Gondomar | 100.00% | 100.00% | 100.00% | 100.00% |
| Sociloures - Soc.Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Soflorin, BV | a) | Amsterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
| Solaris - Supermercados, SA | a) | Viana do Castelo | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Capital Brasil, Lda | a) | São Paulo | 100.00% | 100.00% | 100.00% | 100.00% |
| (Brazil) | ||||||
| Sonae Distribuição, SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Retalho Espana - Servicios Generales, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Sondis Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sontária - Empreend.Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonvecap, BV | a) | Amsterdam (The | 100.00% | 100.00% | 100.00% | 100.00% |
| Netherlands) | ||||||
| Sport Zone - Comércio Artigos de Desporto, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sport Zone España - Comércio de Artículos de Deporte, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Star - Viagens e Turismo, SA | a) | Lisboa | 90.00% | 90.00% | 90.00% | 90.00% |
| Tlantic Portugal - Sistemas de Informação, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Tlantic Sistemas de Informação, Ltda | a) | Porto Alegre (Brazil) |
100.00% | 100.00% | 100.00% | 100.00% |
| Todos os Dias - Com. Ret. Expl. C. Comer., SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Valor N, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Worten - Equipamento para o Lar, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Worten Espanã, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Telecommunications | ||||||
| Be Artis - Concepção, Construção e Gestão de Redes de | ||||||
| 2) Comunicações, SA |
a) | Maia | 100.00% | 53.32% | 100.00% | 50.52% |
| 3) Be Towering - Explor. Torres Telecom, SA | a) | Maia | 100.00% | 53.32% | 100.00% | 50.52% |
| Cape Asia Pac Pty Limited | a) | Australia | 100.00% | 53.32% | 100.00% | 50.52% |
| Cape Poland Sp.Z.o.o. | a) | Posnan (Poland) | 100.00% | 53.32% | 100.00% | 50.52% |
| Cape Tecnologies (U.K) Limitied | a) | Cardiff (U.K.) | 100.00% | 53.32% | 100.00% | 50.52% |
| Cape Tecnologies Americas, Inc. | a) | Delaware (USA) | 100.00% | 53.32% | 100.00% | 50.52% |
| Cape Tecnologies Limitied | a) | Dublin (Ireland) | 100.00% | 53.32% | 100.00% | 50.52% |
| Digitmarket - Sistemas de Informação, SA | a) | Maia | 75.10% | 40.05% | 75.10% | 37.94% |
| M3G - Edições Digitais, SA | a) | Lisboa | 100.00% | 53.32% | 100.00% | 50.52% |
| Mainroad Serviços em Tecnologias de Informação, SA | a) | Maia | 100.00% | 53.32% | 100.00% | 50.52% |
| Miauger - Org. Gestão Leilões El., SA | a) | Maia | 100.00% | 53.32% | 100.00% | 50.52% |
| Per-Mar - Sociedade de Construções, SA | a) | Maia | 100.00% | 53.32% | 100.00% | 50.52% |
| Praesidium Servises Limited | a) | Berkshire (U.K.) | 100.00% | 53.32% | 100.00% | 50.52% |
| Praesidium Tecnologies Limited | a) | Berkshire (U.K.) | 100.00% | 53.32% | 100.00% | 50.52% |
| Público - Comunicação Social, SA | a) | Porto | 100.00% | 53.32% | 100.00% | 50.52% |
| Saphety Level - Trusted Services, SA | a) | Maia | 100.00% | 53.32% | 100.00% | 50.52% |
| Sonae Telecom, SGPS, SA | a) | Maia | 100.00% | 53.32% | 100.00% | 50.52% |
| Sonaecom - Serviços de Comunicação, SA | a) | Maia | 100.00% | 53.32% | 100.00% | 50.52% |
| Sonaecom - Sistemas de Informação, SGPS, SA | a) | Maia | 100.00% | 53.32% | 100.00% | 50.52% |
| Sonaecom BV | a) | Amsterdam (The Netherlands) |
100.00% | 53.32% | 100.00% | 50.52% |
|---|---|---|---|---|---|---|
| Sonaecom, SGPS, SA | a) | Maia | 53.32% | 53.32% | 50.52% | 50.52% |
| Sonaetelecom, BV | a) | Amsterdam (The Netherlands) |
100.00% | 53.32% | 100.00% | 50.52% |
| Tecnológica Telecomunicações Ltda | a) | Rio de Janeiro (Brazil) |
99.99% | 53.27% | 99.99% | 50.47% |
| Telemilénio - Telecomunicações Soc.Unipessoal, Lda | a) | Lisboa | 100.00% | 53.32% | 100.00% | 50.52% |
| We Do Brasil - Soluções Informáticas, Ltda | a) | Rio de Janeiro (Brazil) |
99.91% | 53.27% | 99.91% | 50.47% |
| We Do Consulting - Sistemas de Informação, SA | a) | Maia | 100.00% | 53.32% | 100.00% | 50.42% |
| 6) We Do Technologies (UK) Limited | a) | Berkshire (U.K.) | 100.00% | 53.32% | 100.00% | 50.52% |
| Others | ||||||
| Libra Serviços, Lda | a) | Funchal | 100.00% | 100.00% | 100.00% | 100.00% |
| MDS - Corretor de Seguros, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% |
| 4) MDS, SGPS, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Investments, BV | a) | Amsterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
| Sonae RE, SA | a) | Luxembourg | 100.00% | 100.00% | 100.00% | 100.00% |
| 1) Sonaecenter Serviços, SA | a) | Maia | 100.00% | 100.00% | - | - |
| Sonaegest-Soc.Gest.Fundos Investimentos, SA | a) | Maia | 80.00% | 70.00% | 80.00% | 70.00% |
| Sontel, BV | a) | Amsterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
1) Company incorporated in the period;
These group companies are consolidated using the full consolidation method.
Jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group as at 30 June 2008 and 31 December 2007 are as follows:
| Percentage of capital held | |||||
|---|---|---|---|---|---|
| 30 June 2008 | 31 December 2007 | ||||
| COMPANY | Head Office | Direct | Total | Direct | Total |
| Shopping Centres | |||||
| 3DO Holding GmbH | Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% |
| 3DO Shopping Centre GmbH | Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% |
| 3shoppings - Holding, SGPS, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% |
| 8ª Avenida Centro Comercial, SA | Maia | 100.00% | 25.15% | 100.00% | 50.00% |
| Aegean Park Constructions Real Estate and Development, SA | Athens (Greece) | 100.00% | 25.00% | 100.00% | 25.00% |
| Airone - Shopping Centre, Srl | Milan (Italy) | 100.00% | 25.05% | 100.00% | 25.05% |
| ALEXA Administration GmbH | Berlin (Germany) | 100.00% | 25.00% | 100.00% | 25.00% |
| ALEXA Holding GmbH | Dusseldorf (Germany) |
50.00% | 25.00% | 50.00% | 25.00% |
| ALEXA Shopping Centre GmbH | Dusseldorf (Germany) |
100.00% | 25.00% | 100.00% | 25.00% |
| Algarveshopping - Centro Comercial, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% |
| Arrábidashopping - Centro Comercial, SA | Maia | 50.00% | 25.10% | 50.00% | 37.53% |
| Avenida M-40, BV | Amsterdam (The Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% |
| Avenida M-40, SA | Madrid (Spain) | 100.00% | 25.05% | 100.00% | 25.05% |
| Cascaishopping - Centro Comercial, SA | Maia | 50.00% | 12.53% | 50.00% | 12.53% |
| Cascaishopping Holding I, SGPS, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% |
| Centro Colombo - Centro Comercial, SA | Maia | 100.00% | 12.53% | 100.00% | 12.53% |
| Centro Vasco da Gama - Centro Comercial, SA | Maia | 50.00% | 12.53% | 50.00% | 12.53% |
| Clérigoshopping - Gestão do C.Comerc., SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Coimbrashopping - Centro Comercial, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% |
| Colombo Towers Holding, BV | Haya (The Netherlands) |
50.00% | 25.00% | 50.00% | 25.00% |
| Dortmund Tower GmbH | Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% |
| Dos Mares - Shopping Centre, BV | Amsterdam (The Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% |
| Dos Mares - Shopping Centre, SA | Madrid (Spain) | 100.00% | 25.05% | 100.00% | 25.05% |
| El Rosal Shopping, SA | Madrid (Spain) | 70.00% | 35.00% | 70.00% | 35.00% |
| Estação Viana - Centro Comercial, SA | Viana do Castelo | 100.00% | 25.05% | 100.00% | 25.05% |
| Freccia Rossa - Shopping Centre, Srl | Sondrio (Italy) | 50.00% | 25.00% | 50.00% | 25.00% |
| Fundo Investimento Imob. Shopping Parque D. Pedro Shopping, SA | São Paulo (Brazil) | 100.00% | 24.33% | 100.00% | 24.33% |
|---|---|---|---|---|---|
| Gaiashopping I - Centro Comercial, SA | Maia | 50.00% | 25.10% | 50.00% | 37.53% |
| Gaiashopping II - Centro Comercial, SA | Maia | 100.00% | 25.10% | 100.00% | 37.53% |
| Gil Orsi - Shopping Centre, Srl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% |
| Guimarãeshopping - Centro Comercial, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% |
| Iberian Assets, SA | Madrid (Spain) | 49.78% | 12.48% | 49.78% | 12.48% |
| Inparsa - Gestão de Galeria Comerc., SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Ioannina Development of Shopping Centres, SA | Athens (Greece) | 100.00% | 50.00% | 100.00% | 50.00% |
| KLC Holdings XII SA | Luxembourg | 100.00% | 50.00% | 100.00% | 50.00% |
| La Farga - Shopping Centre, SL | Madrid (Spain) | 100.00% | 12.48% | 100.00% | 12.48% |
| Larissa Development of Shopping Centres, SA | Athens (Greece) | 100.00% | 25.00% | 100.00% | 25.00% |
| Le Terrazze - Shopping Centre, Srl | Milan (Italy) | 50.00% | 25.00% | 50.00% | 25.00% |
| Lembo Services Ltd | Cyprus Dusseldorf |
100.00% | 50.00% | 100.00% | 50.00% |
| Loop 5 - Shopping Centre Gmbh | (Germany) | 50.00% | 50.00% | 50.00% | 25.00% |
| Loureshopping - Centro Comercial, SA | Maia | 100.00% | 12.58% | 100.00% | 25.00% |
| Luz del Tajo - Centro Comercial, SA | Madrid (Spain) | 100.00% | 25.05% | 100.00% | 25.05% |
| Luz del Tajo, BV | Amsterdam (The Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% |
| Madeirashopping - Centro Comercial, SA | Funchal | 50.00% | 12.53% | 50.00% | 12.53% |
| Maiashopping - Centro Comercial, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% |
| MC Property Management, SA | Athens (Greece) | 75.00% | 18.75% | 75.00% | 18.75% |
| Amsterdam (The | |||||
| Munster Arkaden BV | Netherlands) | 100.00% | 25.05% | 100.00% | 25.05% |
| NorteShop. Retail and Leisure Centre, BV | Amsterdam (The Netherlands) |
50.00% | 12.53% | 50.00% | 12.53% |
| Norteshopping - Centro Comercial, SA | Maia | 100.00% | 12.53% | 100.00% | 12.53% |
| Oeste Retail Park - Gestão de G.Comer., SA | Maia | 50.00% | 12.58% | 50.00% | 25.00% |
| 1) Pantheon Plaza 1, SA | Athens (Greece) | 100.00% | 25.00% | 100.00% | 25.00% |
| 1) Pantheon Plaza 2, SA | Athens (Greece) | 100.00% | 25.00% | 100.00% | 25.00% |
| 1) Pantheon Plaza 3, SA | Athens (Greece) | 100.00% | 25.00% | 100.00% | 25.00% |
| Pantheon Plaza BV | Amsterdam (The Netherlands) |
50.00% | 25.00% | 50.00% | 25.00% |
| Paracentro - Gestão de Gal.Comerc. SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Park Avenue Develop. of Shop. Centers, SA | Athens (Greece) | 100.00% | 25.00% | 100.00% | 25.00% |
| Parque Atlântico Shopping - Centro Comercial SA | Ponta Delgada | 50.00% | 12.53% | 50.00% | 12.53% |
| Parque D. Pedro 1, BV Sarl | Luxembourg | 100.00% | 25.00% | 100.00% | 25.00% |
| Parque D. Pedro 2, BV Sarl | Luxembourg | 100.00% | 25.00% | 100.00% | 25.00% |
| Parque de Famalicão - Empr. Imob., SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Parque Principado, SL | Madrid (Spain) | 50.00% | 12.53% | 50.00% | 12.53% |
| Pátio Boavista Shopping, Ltda | São Paulo | 100.00% | 23.69% | 100.00% | 23.69% |
| 2) Pátio Goiânia Shopping, Ltda | (Brasil) São Paulo |
100.00% | 23.69% | - | - |
| (Brazil) São Paulo |
|||||
| 2) Pátio Londrina Empreendimentos e Participações, Ltda Pátio Penha Shopping, Ltda |
(Brazil) São Paulo |
100.00% 99.99% |
23.69% 23.69% |
- 99.99% |
- 23.69% |
| (Brazil) São Paulo |
|||||
| Pátio São Bernardo Shopping Ltda | (Brazil) | 100.00% | 23.69% | 100.00% | 23.69% |
| Pátio Sertório Shopping Ltda | São Paulo (Brazil) |
100.00% | 23.69% | 100.00% | 23.69% |
| Pátio Uberlândia Shopping Ltda | São Paulo (Brazil) |
100.00% | 23.69% | 100.00% | 23.69% |
| Plaza Eboli - Centro Comercial, SA | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% |
| Plaza Eboli, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Plaza Mayor Holding, SGPS, SA | Maia | 100.00% | 25.05% | 100.00% | 25.05% |
| Plaza Mayor Parque de Ócio, BV | Amsterdam (The Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% |
| Plaza Mayor Parque de Ocio, SA | Madrid (Spain) | 100.00% | 25.05% | 100.00% | 25.05% |
| Plaza Mayor Shopping, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Plaza Mayor Shopping, SA | Madrid (Spain) | 75.00% | 37.50% | 75.00% | 37.50% |
| Pridelease Investments, Ltd | Cascais | 100.00% | 50.00% | 100.00% | 50.00% |
| Project 4, Srl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% |
| Project SC 1, BV | Amsterdam (The Netherlands) |
50.00% | 25.00% | 50.00% | 25.00% |
| Project SC 2, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra - 1 Shopping Centre, GmbH | Vienne (Austria) | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra 2, BV | Amsterdam (The | 100.00% | 50.00% | 100.00% | 50.00% |
| Netherlands) Amsterdam (The |
|||||
| Project Sierra 5, BV | Netherlands) | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra 6, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra 7 BV | Bucharest (Romania) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Brazil 1, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Germany 2 (two), Shopping Centre GmbH | Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% |
|---|---|---|---|---|---|
| Project Sierra Germany 3 (three), Shopping Centre, GmbH | Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Germany 4 (four), Shopping Centre, GmbH | Dusseldorf | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Germany Shopping Centre 1 BV | (Germany) Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Germany Shopping Centre 2 BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Holding Portugal V, SGPS, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Italy 1 - Shopping Centre, Srl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Italy 2 - Dev.of Shopping Centres, Srl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Italy 3 - Shopping Centre, Srl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Italy 5 - Development of Shopping Centrs Sarl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra One Srl | Bucharest (Romania) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Portugal I - C.Comercial, SA | Maia | 50.00% | 25.00% | 50.00% | 25.00% |
| Project Sierra Portugal II - C.Comercial, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Portugal IV - C.Comercial, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Portugal V - C.Comercial, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Portugal VI - C. Comercial, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Portugal VII - C. Comercial, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Portugal VIII - C.Comercial, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Spain 1, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Spain 2 - C. Comerial, SA | Madrid (Spain) | 100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Spain 2, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Spain 3 - C. Comercial, SA | Madrid (Spain) | 50.00% | 25.00% | 50.00% | 25.00% |
| Project Sierra Spain 3, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| 2) Project Sierra Spain 6, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | - | - |
| 2) Project Sierra Spain 7, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | - | - |
| Project Sierra Srl | Bucharest (Romania) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Three Srl | Bucharest (Romania) |
100.00% | 50.00% | 100.00% | 50.00% |
| Project Sierra Two Srl | Bucharest (Romania) |
100.00% | 50.00% | 100.00% | 50.00% |
| Rio Sul - Centro Comercial, SA | Lisboa | 50.00% | 12.58% | 50.00% | 25.00% |
| River Plaza BV | Amsterdam (The | 100.00% | 50.00% | 100.00% | 50.00% |
| Netherlands) | |||||
| River Plaza Mall, Srl | Bucharest (Romania) |
100.00% | 50.00% | 100.00% | 50.00% |
| S.C. Microcom Doi Srl | Bucharest (Romania) |
100.00% | 50.00% | 100.00% | 50.00% |
| SC Aegean, BV | Amsterdam (The Netherlands) |
50.00% | 25.00% | 50.00% | 25.00% |
| SC Mediterraneum Cosmos, BV | Amsterdam (The Netherlands) |
50.00% | 25.00% | 50.00% | 25.00% |
| Serra Shopping - Centro Comercial, S.A. | Covilhã | 50.00% | 12.58% | 50.00% | 25.00% |
| Shopping Centre Colombo Holding, BV | Amsterdam (The Netherlands) |
50.00% | 12.53% | 50.00% | 12.53% |
| Shopping Centre Parque Principado, BV | Amsterdam (The Netherlands) |
100.00% | 25.05% | 100.00% | 25.05% |
| Sierra Asset Management - Gest. Activos, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Brazil 1, BV | Amsterdam (The Netherlands) |
100.00% | 25.00% | 100.00% | 25.00% |
| Sierra Charagionis Develop. of Shop, Centers, SA | Athens (Greece) | 50.00% | 25.00% | 50.00% | 25.00% |
| Sierra Charagionis Propert.Management, SA | Athens (Greece) | 50.00% | 25.00% | 50.00% | 25.00% |
| Sierra Corporate Services - Ap.Gestão, SA | Lisboa | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Corporate Services Holland, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
|---|---|---|---|---|---|
| Sierra Develop.Iberia 1, Prom.Imob., SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Development Greece, SA | Athens (Greece) | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Developments - Serv. Prom.Imob., SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Dusseldorf | |||||
| Sierra Developments Germany GmbH | (Germany) | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Developments Germany Holding, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Developments Holding, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Developments Italy, Srl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Developments Services Srl | Bucharest | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Developments Spain - Prom.C.Com., SL | (Romania) Madrid (Spain) |
100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Developments, SGPS, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| São Paulo | |||||
| Sierra Enplanta, Ltda | (Brazil) | 100.00% | 23.69% | 100.00% | 23.69% |
| Sierra European R.R.E. Assets Hold., BV | Amsterdam (The Netherlands) |
50.10% | 25.05% | 50.10% | 25.05% |
| Sierra GP, Limited | Guernsey (U.K.) | 100.00% | 49.99% | 100.00% | 49.99% |
| Sierra Investimentos Brasil Ltda | São Paulo (Brazil) |
100.00% | 23.69% | 100.00% | 23.69% |
| Sierra Investments (Holland) 1, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Investments (Holland) 2, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Investments Holding, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Investments SGPS, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Italy Holding, BV | Amsterdam (The Netherlands) |
100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Man.New Tech.Bus. - Serv.Comu.CC, SA | Lisboa | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Management Germany, GmbH | Dusseldorf (Germany) |
100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Management Greece, SA | Athens (Greece) | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Management II - Gestão de C.C., SA | Lisboa | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Management Italy, Srl | Milan (Italy) | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Management Portugal - Gest. CC, SA | Lisboa | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Management Romania, Srl | Bucharest | 100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Management Spain - Gestión C.Com., SA | (Romania) Madrid (Spain) |
100.00% | 50.00% | 100.00% | 50.00% |
| Sierra Management, SGPS, SA | Maia | 100.00% | 50.00% | 100.00% | 50.00% |
| Sol Retail Park - Gestão de G. Comerc., SA | Maia | 50.00% | 12.58% | 50.00% | 25.00% |
| São Paulo | |||||
| Sonae Sierra Brasil, SA | (Brazil) | 94,54% | 23.69% | 94,54% | 23.69% |
| Sonae Sierra Brazil, BV Sarl | Luxembourg | 50.00% | 25.00% | 50.00% | 25.00% |
| Sonae Sierra, SGPS, SA | Maia | 50.00% | 50.00% | 50.00% | 50.00% |
| SPF - Sierra Portugal Real Estate, Sarl | Luxembourg | 100.00% | 25.15% | 100.00% | 50.00% |
| SPF - Sierra Portugal, Sarl | Luxembourg | 100.00% | 50.00% | 100.00% | 50.00% |
| SRP - Parque Comercial de Setúbal, SA | Maia | 50.00% | 25.00% | 50.00% | 25.00% |
| 3) SRP Development, SA | Bucharest (Romania) |
100.00% | 50.00% | - | - |
| Torre Ocidente - Imobiliária, SA | Maia | 50.00% | 12.50% | 50.00% | 12.50% |
| Torre Oriente - Imobiliária, SA | Maia | 50.00% | 12.50% | 50.00% | 12.50% |
| Unishopping Administradora, Ltda | São Paulo (Brazil) |
100.00% | 23.69% | 100.00% | 23.69% |
| Unishopping Consultoria Imob., Ltda | São Paulo (Brazil) |
99.98% | 23.69% | 99.98% | 23.69% |
| Valecenter Srl | Milan (Italy) | 100.00% | 25.05% | 100.00% | 25.05% |
| Via Catarina - Centro Comercial, SA | Maia | 50.00% | 12.53% | 50.00% | 12.53% |
| Weiterstadt Shopping BV | Amsterdam (The Netherlands) |
100.00% | 25.00% | 100.00% | 25.00% |
| Zubiarte Inversiones Inmob, SA | Madrid (Spain) | 49.83% | 12.48% | 49.83% | 12.48% |
| Telecommunications | |||||
| Vipu ACE | Lisboa | 50.00% | 26.66% | 50.00% | 25.26% |
1) Company merged into Larissa Development of Shopping Centres, SA.
2) Company incorporated in the period;
3) Company acquired in the period.
These entities are consolidated using the proportional consolidation method.
Aggregate amounts, excluding intragroup eliminations, corresponding to the percentage of capital held in these jointly controlled companies included in the financial statements for the period, using the proportional consolidation method, can be summarised as follows:
| 30 June 2008 | 31 December 2007 | 30 June 2007 | |
|---|---|---|---|
| Non current assets | 4,739,829,652 | 4,590,187,152 | 3,975,481,517 |
| Current assets | 490,079,154 | 515,149,354 | 428,634,840 |
| Non current liabilities | 1,825,234,886 | 1,996,914,291 | 1,839,232,240 |
| Current liabilities | 523,080,567 | 618,951,030 | 429,442,108 |
| 30 June 2008 | 31 December 2007 | 30 June 2007 | |
| Income | 131,993,217 | 444,471,226 | 221,971,623 |
| Expenses | 139,488,844 | 296,380,772 | 141,129,341 |
Associated companies, their head offices and the percentage of share capital held as at 30 June 2008 and 31 December 2007 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 June 2008 | 31 December 2007 | Carrying amount | |||||
| COMPANY | Head Office | Direct | Total | Direct | Total | 30 June 2008 | 31 December 2007 |
| Retail | |||||||
| Mundo Vip - Operadores Turísticos, SA | Lisboa | 33.33% | 33.33% | 33.33% | 33.33% | 2,765,864 | 2,924,947 |
| Sempre a Postos - Produtos Alimentares e Utilidades, Lda | Lisboa | 25.00% | 25.00% | 25.00% | 25.00% | 959,644 | 943,957 |
| Fundo de Investimento Imobiliário Fechado Imosede | Maia | 42.16% | 42.16% | 42.16% | 42.16% | 34,413,793 | 34,010,917 |
| Shopping Centres | |||||||
| Campo Limpo Lda | São Paulo (Brazil) | 20.00% | 4.70% | 20.00% | 4.70% | 1,492,653 | 1,248,144 |
| Mediterranean Cosmos Shop. Centre Investments, SA | Athens (Greece) | 39.90% | 9.98% | 39.90% | 9.98% | 6,822,406 | 10,749,437 |
| SIC Indoor - Gest. Suportes Publicitários, SA | Oeiras | 35.00% | 17.50% | 35.00% | 17.50% | - | - |
| Telecommunications | |||||||
| Net Mall SGPS, SA | Maia | 39.51% | 20.67% | 39.51% | 19.96% | - | - |
| SIRS - Sociedade Independente de Radiodifusão Sonora, SA | Porto | 45.00% | 23.54% | 45.00% | 22.73% | 180,759 | 168,690 |
| Unipress - Centro Gráfico, Lda | Vila Nova de Gaia | 40.00% | 20.93% | 40.00% | 20.21% | 468,471 | 463,429 |
| Others | |||||||
| Cooper Gay (Holding) Limited | U.K. | 13.68% | 13.68% | 13.68% | 13.68% | 20,394,184 | 20,061,065 |
| Lazam Corretora, Ltda | Brazil | 45.00% | 45.00% | 45.00% | 45.00% | 2,986,328 | 2,978,054 |
| Total | 70,484,102 | 73,548,640 | |||||
Nil balances shown result from the reduction of the acquisition cost of amounts by the use of the equity method.
As at 30 June 2008, 2007 pro-forma and 31 December 2007, aggregate values of main financial indicators of associated companies can be analysed as follows:
| 30 June 2008 | 31 December 2007 | 30 June 2007 Pro-forma |
|
|---|---|---|---|
| Total Assets | 766,335,689 | 780,046,272 | 732,531,563 |
| Total Liabilities | 561,139,768 | 546,507,394 | 551,087,683 |
| Income | 125,834,284 | 290,802,785 | 134,059,962 |
| Expenses | 113,746,345 | 259,565,597 | 125,876,169 |
During the periods ended 30 June 2008 and 2007 pro-forma, movements in Investments in associated companies, are made up as follows:
| 30 June 2008 | 30 June 2007 Pro - forma | ||||||
|---|---|---|---|---|---|---|---|
| Proportion on equity |
Goodwill | Total of investment |
Proportion on equity |
Goodwill | Total of investment |
||
| Investments in associated companies | |||||||
| Initial balance as at January,1 | 51,468,671 | 22,079,969 | 73,548,640 | 27,586,080 | 4,029,078 | 31,615,158 | |
| Acquisitions during the period | - | - | - | 19,339,498 | - | 19,339,498 | |
| Disposals during the period | - | - | - | - | - | - | |
| Decrease of capital | (3,989,003) | - | (3,989,003) | ||||
| Goodwill | - | - | - | (18,050,891) | 18,050,891 | - | |
| Equity method | - | - | |||||
| Effect in net income | 1,302,927 | - | 1,302,927 | 898,779 | - | 898,779 | |
| Effect in equity | (424,355) | - | (424,355) | 302,302 | - | 302,302 | |
| Transfers | 45,893 | - | 45,893 | 133,189 | - | 133,189 | |
| Investments in associated companies | 48,404,133 | 22,079,969 | 70,484,102 | 30,208,957 | 22,079,969 | 52,288,926 |
Group companies, jointly controlled companies and associated companies excluded from consolidation and other non current investments, their head offices, percentage of share capital held and book value as at 30 June 2008 and 31 December 2007 are made up as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| Exclusion | 30 June 2008 | 31 December 2007 | Book Value | |||||
| COMPANY | Reason | Head Office | Direct | Total | Direct | Total | 30 June 2008 | 31 December 2007 |
| Retail | ||||||||
| Dispar - Distrib. de Participações, SGPS, SA | Lisboa | 7.14% | 7.14% | 7.14% | 7.14% | 4,988 | 4,988 | |
| Insco - Insular de Hipermerc., SA | Ponta Delgada | 10.00% | 10.00% | 10.00% | 10.00% | 748,197 | 748,197 | |
| Shopping Centres | ||||||||
| Ercasa Cogeneracion SA | Grancasa (Spain) | 10.00% | 1,25% | 10.00% | 1,25% | 23,949 | 23,949 | |
| Telecommunications | ||||||||
| Altitude, SGPS, SA | Lisboa | 11.54% | 6.04% | 11.54% | 5.83% | 1,000,000 | 1,000,000 | |
| Lusa - Agên. de Noticias de Portugal, SA | Lisboa | 1.38% | 0.72% | 1.38% | 0.70% | 197,344 | 197,344 | |
| Minhodigital.com - Inv. na Área Tecnológ., SA | Porto | 4.76% | 2.49% | 4.76% | 2.40% | - | - | |
| Others | ||||||||
| Sonae Investimentos América Latina, Lda | a) | São Paulo (Brazil) | 99.99% | 99.99% | 99.99% | 99.99% | 25,687 | 25,687 |
| Other investments | 22,809,438 | 10,054,992 | ||||||
| Total (Note 12) | 24,809,603 | 12,055,157 |
a) Group company for which, at the date of the issuance of these financial statements, complete financial information was not available for the period;
Nil balances shown above result from deduction of impairment losses from related investments (Note 12).
As at 31 December 2007, "Other investments" included 8,155,301 euro related with the advance payment for the acquisition of a owner of an investment property named Ploiesti and which acquisition was concluded during the first half of 2008. As at 30 June 2008, this caption also includes 20,916,000 euro related to the fair value of Sonae Capital, SGPS, S.A. shares attributable to Sonae SGPS and not recognized as explained in Note 17.
The subsidiary Continente Hipermercados S.A. (ex-Carrefour Portugal) was acquired by the end of 2007, and therefore no fair value allocation to the acquired assets was made at that date. This allocation was provisionally made during the first half of 2008, reported to 31 December 2007, and is reflected in these financial statements. The process is expected to be entirely concluded by the end of the current year, in accordance with the International Financial Reporting Standards ("IFRS").
| Acquisition date | 31 December 2007 | |||
|---|---|---|---|---|
| Adjustments to Fair | Fair | |||
| Book Value | Value | Value | Book Value | |
| Acquired net assets | ||||
| Tangible and intangible assets (Note 9) | 267,013,229 | 77,796,876 | 344,810,105 | 267,013,229 |
| Stocks | 34,475,424 | (10,371,772) | 24,103,652 | 34,475,424 |
| Other assets | 5,788,904 | 5,788,904 | 5,788,904 | |
| Cash and cash equivalents | 1,347,294 | 1,347,294 | 1,347,294 | |
| Deferred tax liabilities | 1,845,583 | (5,406,243) | (3,560,660) | 1,845,583 |
| Loans | (83,038,919) | (83,038,919) | (83,038,919) | |
| Other liabilities | (150,218,081) | (4,157,381) | (154,375,462) | (150,218,081) |
| 77,213,434 | 57,861,480 | 135,074,914 | 77,213,434 | |
| Goodwill (Note 11) | 57,802,012 | 450,397,819 | 504,847,714 | |
| Minority interests | 59,468 | (163,861) | (104,393) | |
| Purchase amount | 57,861,480 | 585,308,872 | 581,956,755 | |
| Payments made | 611,200,000 | 611,200,000 | ||
| Amounts receivable as result of the price adjustment | (30,113,103) | (30,414,000) | ||
| Costs arising on acquisition | 4,221,975 | 1,170,755 | ||
| 585,308,872 | 581,956,755 | |||
| Net cash outflow arising from acquisition | ||||
| Payments made | 611,200,000 | 611,200,000 | ||
| Costs arising on acquisition | 4,221,975 | 1,170,755 | ||
| Cash and cash equivalents purchased | (1,347,294) | (1,347,294) | ||
| Cash receipts resulting from the price adjustment | (30,113,103) | - | ||
| 583,961,578 | 611,023,461 |
In the consolidated statements of cash flows for the six months period ended 30 June 2008, the caption "Cash receipts related to Investments" includes the price adjustment in the amount of 30,113,103 Euro.
During the six months period ended 30 June 2008 and 2007 pro-forma, 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 costs: | |||||
| Opening balance as at 1 January 2008 | 1,549,793,886 | 1,434,332,293 | 304,444,152 | 176,493,351 | 3,465,063,682 |
| Adjustments to fair value (Note 8) | 52,144,720 | 25,447,540 | (5,402,044) | (925,928) | 71,264,288 |
| Opening balance as at 1 January 2008 adjusted | 1,601,938,606 | 1,459,779,833 | 299,042,108 | 175,567,423 | 3,536,327,970 |
| Capital expenditure | 4,335,508 | 4,680,265 | 8,673,550 | 150,896,911 | 168,586,234 |
| Disposals | (248,876) | (8,223,547) | (10,467,403) | (812,086) | (19,751,912) |
| Exchange rate effect | 12,437 | 46,933 | 24,392 | 83,762 | |
| Transfers | 9,628,942 | 69,969,175 | 6,887,418 | (107,560,499) | (21,074,964) |
| Closing balance as at 30 June 2008 | 1,615,666,617 | 1,526,252,659 | 304,160,065 | 218,091,749 | 3,664,171,090 |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2008 | 309,924,688 | 774,612,718 | 226,256,512 | - | 1,310,793,918 |
| Adjustments to fair value (Note 8) | (17,571,285) | 15,536,400 | (4,497,703) | - | (6,532,588) |
| Opening balance as at 1 January 2008 adjusted | 292,353,403 | 790,149,118 | 221,758,809 | - | 1,304,261,330 |
| Charge for the period | 16,870,125 | 70,795,615 | 18,349,862 | - | 106,015,602 |
| Disposals | (21,373) | (6,908,763) | (10,189,612) | - | (17,119,748) |
| Exchange rate effect | 6,408 | 14,964 | 3,725 | - | 25,097 |
| Transfers | (2,383,063) | 734,131 | (262,963) | - | (1,911,895) |
| Closing balance as at 30 June 2008 | 306,825,500 | 854,785,065 | 229,659,821 | - | 1,391,270,386 |
| Carrying amount | |||||
| As at 30 June 2008 | 1,308,841,117 | 671,467,594 | 74,500,244 | 218,091,749 | 2,272,900,704 |
| Tangible assets |
| Tangible | Total | ||||
|---|---|---|---|---|---|
| Land and | Plant and | assets | Tangible | ||
| Buildings | Machinery | Others | in progress | Assets | |
| Gross costs: | |||||
| Opening balance as at 1 January 2007 pro-forma | 1,245,290,430 | 1,227,901,679 | 265,679,558 | 70,467,119 | 2,809,338,786 |
| Capital expenditure | 5,761,039 | 2,120,881 | 1,624,041 | 125,336,316 | 134,842,277 |
| Disposals | (21,766,608) | (3,889,540) | (1,629,023) | (576,819) | (27,861,990) |
| Exchange rate effect | 457,737 | 88,338 | 61,741 | 13,065 | 620,881 |
| Transfers | 20,044,259 | 74,212,703 | 5,477,076 | (101,532,559) | (1,798,521) |
| Closing balance as at 30 June 2008 pro-forma | 1,249,786,857 | 1,300,434,061 | 271,213,393 | 93,707,122 | 2,915,141,433 |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2007 pro-forma | 236,152,091 | 645,988,456 | 187,879,320 | - | 1,070,019,867 |
| Charge for the period | 15,132,630 | 60,110,139 | 13,720,662 | - | 88,963,431 |
| Disposals | (7,201,718) | (2,796,184) | (1,479,393) | (11,477,295) | |
| Exchange rate effect | 12,735 | 19,515 | 18,979 | - | 51,229 |
| Transfers | (511,669) | (198,467) | (378,784) | (1,088,920) | |
| Closing balance as at 30 June 2008 pro-forma | 243,584,069 | 703,123,459 | 199,760,784 | - | 1,146,468,312 |
| Carrying amount | |||||
| As at 30 June 2007 pro-forma | 1,006,202,788 | 597,310,602 | 71,452,609 | 93,707,122 | 1,768,673,121 |
Major amounts included in the caption Tangible assets in progress, refer to the following projects:
| 30 June 2008 | 30 June 2007 Pro-forma |
|
|---|---|---|
| Refurbishment and expansion of stores in the retail segment located in Portugal |
127,736,001 | 47,661,374 |
| Projects of "Modelo" and "Continente" stores for which advance payments were made |
35,127,836 | 19,511,486 |
| Deployment of mobile network | 36,867,165 | 13,227,827 |
| Deployment of fixed network | 7,816,717 | 7,686,494 |
| Others | 10,544,030 | 5,619,941 |
| 218,091,749 | 93,707,122 |
The heading Transfers for the six mounts period ended 30 June 2008, includes 15,680,523 Euro related to assets that were reclassified to the caption "Non current assets held for sale". During the period, the Group disposed land and buildings held by a Brazilian subsidiary SM – Medicamentos, Ltda which were classified under the caption "Non current assets held for sale" as at 31 December 2007, generating a gain of, approximately, 9 million Euro recorded under the caption "Other operating income".
| Intangible assets | |||||
|---|---|---|---|---|---|
| Intangible | Total | ||||
| Patents and other | assets | Intangible | |||
| similar rights | Others | in progress | Assets | ||
| Gross costs: | |||||
| Opening balance as at 1 January 2008 | 274,917,793 | 340,533,967 | 21,477,187 | 636,928,947 | |
| Capital expenditure | 96,263,221 | 1,212,384 | 13,826,367 | 111,301,972 | |
| Disposals | (485) | (359,713) | (589,530) | (949,728) | |
| Exchange rate effect | 72 | 95,250 | - | 95,322 | |
| Transfers | 288,300 | 7,381,942 | (7,982,669) | (312,427) | |
| Closing balance as at 30 June 2008 | 371,468,901 | 348,863,830 | 26,731,355 | 747,064,086 | |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2008 | 54,460,087 | 234,800,716 | - | 289,260,803 | |
| Charge for the period | 11,902,585 | 15,148,795 | - | 27,051,380 | |
| Disposals | (461) | (352,944) | - | (353,405) | |
| Exchange rate effect | - | 22,997 | - | 22,997 | |
| Transfers | (410) | (106) | - | (516) | |
| Closing balance as at 30 June 2008 | 66,361,801 | 249,619,458 | - | 315,981,259 | |
| Carrying amount | |||||
| As at 30 June 2008 | 305,107,100 | 99,244,372 | 26,731,355 | 431,082,827 | |
| Intangible assets | |||||
| Intangible | Total | ||||
| Patents and other | assets | Intangible | |||
| similar rights | Others | in progress | Assets |
| Gross costs: | ||||
|---|---|---|---|---|
| Opening balance as at 1 January 2007 pro-forma | 232,779,039 | 308,541,993 | 21,623,062 | 562,944,094 |
| Capital expenditure | 8,771,224 | 304,299 | 14,279,067 | 23,354,590 |
| Disposals | - | (317,782) | (330,296) | (648,078) |
| Exchange rate effect | 133 | 116,094 | - | 116,227 |
| Transfers | 1,436,945 | 10,037,011 | (12,911,714) | (1,437,758) |
| Closing balance as at 30 June 2007 pro-forma | 242,987,341 | 318,681,615 | 22,660,119 | 584,329,075 |
| Accumulated depreciation | ||||
| and impairment losses | ||||
| Opening balance as at 1 January 2007 pro-forma | 35,798,979 | 207,227,948 | - | 243,026,927 |
| Charge for the period | 7,939,949 | 13,467,261 | - | 21,407,210 |
| Disposals | (261) | (390,391) | - | (390,652) |
| Exchange rate effect | - | 5,123 | - | 5,123 |
| Transfers | 243,433 | 45,661 | - | 289,094 |
| Closing balance as at 30 June 2007 pro-forma | 43,982,100 | 220,355,602 | - | 264,337,702 |
| Carrying amount | ||||
| As at 30 June 2007 pro-forma | 199,005,241 | 98,326,013 | 22,660,119 | 319,991,373 |
At 30 June 2008 and 2007, the Group has recorded under the heading "Patents and other similar rights" the amounts of 199,575,948 euro and 116,459,535 euro, respectively, that correspond to the investments net of depreciations made in the development of the UMTS network, including: (i) 67,506,482 euro (amount of 76,507,347 euro in 2007) relating to the license; (ii) 22,556,391 euro (amount of 25,563,910 euro in 2007) related to the agreement signed in 2002 between Oni Way and the other three mobile telecommunication operators in Portugal with UMTS licenses; (iii) 6,927,749 euro (amount of 7,851,441 euro in 2007) related to a contribution to the Information Society Fund, established in 2007, under an agreement entered into between the Ministry of Public Works, Transport and Communications ("Ministério das Obras Públicas, Transportes e Comunicações") and the three mobile telecommunication operators in Portugal; and (iv) 96,817,534 euro relating to the "Initiatives E" program, the latter relating to commitments assumed by the Group in the "Fund for Information Society" (Note 32).
Additionally, this heading also includes the fair value attributed to a group of brands with indefinite useful lives, among which the "Continente" brand, 75,000,000 euro (the same amount as at December 2007).
Investment properties are recorded at fair value. These assets are owned by the shopping centres business and as such are consolidated using the proportional method.
As at 30 June 2008 and 31 December 2007, Investment properties are detailed as follows:
| 30 June 2008 | 31 December 2007 | ||
|---|---|---|---|
| Investment properties in operation | 1,907,896,584 | 1,868,656,061 | |
| Investment properties in progress | 217,987,727 | 193,472,865 | |
| 2,125,884,311 | 2,062,128,926 | ||
Investment properties in operation correspond to the fair value of the Group's share of shopping centres, which can be detailed as follows:
| 30 June 2008 | 31 December 2007 | |||
|---|---|---|---|---|
| Amount | Yield range | Amount | Yield range | |
| Portugal | 1,035,797,912 | 5.05% to 7.15% | 1,038,302,637 | 4.90% to 7.00% |
| Spain | 433,516,570 | 5.40% to 7.80% | 454,290,823 | 5.00% to 6.90% |
| Germany | 171,852,000 | 5.50% | 172,792,000 | 5.50% |
| Brazil | 114,503,852 | 8.00% to 9.25% | 97,664,101 | 8.50% to 10.50% |
| Italy | 132,193,250 | 5.05% to 6.40% | 84,255,000 | 5.50% to 6.15% |
| Romania | 20,033,000 | 7.00% | 21,351,500 | 6.75% |
| 1,907,896,584 | 1,868,656,061 |
The fair value of each investment property was determined by a valuation as at 30 June 2008, performed by an independent entity, based on valuation criteria generally accepted in the real estate business.
Value created on investment properties over the six months periods ended 30 June 2008 and 2007 pro-forma can be detailed as follows:
| 30 June 2008 | 30 June 2007 Pro-forma |
|
|---|---|---|
| Properties which were under development and were concluded | ||
| during the six months period | 9,659,185 | 619,381 |
| Changes in fair value of investment properties in operation | (31,322,852) | 102,154,516 |
| Adjustments to construction cost estimates of properties under | ||
| development which were transferred to investment properties | - | - |
| (21,663,667) | 102,773,897 | |
As at 30 June 2008 and 31 December 2007, Investment properties in progress can be detailed as follows:
| 30 June 2008 | 31 December 2007 | |
|---|---|---|
| Portugal: | ||
| Arrábidashopping - expantion | - | 2,375,011 |
| Alverca | 3,015,652 | 2,995,036 |
| Caldas da Rainha Shopping | 1,037,420 | 1,192,538 |
| Cacém Shopping | 1,082,714 | 1,036,919 |
| Torres Oriente e Ocidente | 1,111,347 | 192,426 |
| Setubal Retail Park | 786,154 | 786,164 |
| Parque de Famalicão | 627,500 | 627,500 |
| Others | 309,017 | 1,220,554 |
| Germany: | ||
| Loop 5 | 30,808,545 | 25,612,284 |
| Alexa | 7,320,992 | 7,320,992 |
| Others | 140,461 | - |
| Brazil: | ||
| Manauara Shopping | 10,535,224 | 5,628,846 |
| Pátio Uberlândia | 1,601,241 | 1,530,607 |
| Others | 345,515 | - |
| Spain: | ||
| Plaza Mayor Shopping | 22,444,108 | 17,733,934 |
| Alfaz del Pí | 9,803,421 | - |
| Puerta Granada | 5,222,156 | 5,746,847 |
| Dos Mares - expantion | 1,404,902 | 1,404,902 |
| Greece: | ||
| Pantheon Plaza | 13,651,801 | 13,855,607 |
| Ioannina | 11,296,401 | 10,395,799 |
| Aegean Park | 4,877,130 | 4,845,206 |
| Galatsi Shopping | 3,323,103 | 3,159,277 |
| Italy: | ||
| Freccia Rossa | - | 32,263,488 |
| Gli Orsi | 37,451,838 | 23,397,730 |
| Caldogno | 4,472,414 | 4,138,655 |
| Pavia | 3,645,250 | 3,641,489 |
| Le Terraze | 1,654,296 | 1,891,179 |
| Others | 69,931 | - |
| Romania: | ||
| Craiova | 23,006,410 | 20,479,875 |
| Ploiesti | 16,942,784 | - |
| 217,987,727 | 193,472,865 |
As at 30 June 2008, the following investment properties were mortgaged:
| 8ª Avenida | Loureshopping |
|---|---|
| Airone | Luz del Tajo |
| C.C. Modelo de Albufeira | Madeirashopping |
| Alexa | Maiashopping |
| Algarveshopping | Max Center |
| Arrabidashopping | Munster Arkaden |
| Avenida M40 | Norteshopping |
| Cascaishopping | Parque Atlântico |
| Centro Colombo | Parque Principado |
| Centro Vasco da Gama | Plaza Éboli |
| Coimbrashopping | Plaza Mayor |
| Dos Mares | Plaza Mayor Shopping |
| El Rosal | C.C. Continente de Portimão |
| Estação Viana | Rio Sul |
| Freccia Rossa | River Plaza Mall |
| Gaiashopping | Serra Shopping |
| Galatsi | Valecenter |
| Grancasa | Valle Real |
| Guimarãeshopping | Viacatarina |
| La Farga | Zubiarte |
| Loop 5 | Torre Ocidente |
| Torre Oriente |
During the six months period ended 30 June 2008 and 2007 pro-forma and the twelve months period ended 31 December 2007, movements in goodwill, as well as in corresponding impairment losses, were made up as follows:
| 30 June 2008 | 30 June 2007 Pro-forma |
31 December 2007 Restated (Note 8) |
|
|---|---|---|---|
| Gross value: | |||
| Opening balance | 693,049,656 | 228,273,461 | 264,411,899 |
| New companies in the consolidation perimeter | 1,800,257 | 1,830,401 | 477,403,248 |
| Increases | 18,114,550 | 1,749,761 | 30,035,581 |
| Decreases | (12,933,741) | (10,274,740) | (12,999,103) |
| Demerger | - | - | (65,801,969) |
| Closing balance | 700,030,722 | 221,578,883 | 693,049,656 |
| Accumulated impairment | |||
| losses: | |||
| Opening balance | 9,912,998 | 7,545,972 | 13,569,244 |
| Increases | - | - | 3,659,303 |
| Decreases | - | - | (7,315,549) |
| Closing balance | 9,912,998 | 7,545,972 | 9,912,998 |
| Carrying amount: | 690,117,724 | 214,032,911 | 683,136,658 |
During the period, an adjustment to the goodwill value in the amount of (57,802,012) Euro was recorded resulting from the fair value allocation made to the accounts of the subsidiary Continente Hipermercados, S.A. (ex-Carrefour Portugal) acquired at 31 December 2007.
As at 30 June 2008 and 2007 Pro-forma, this caption is made up as follows:
| 30 June 2008 | 30 June 2007 Pro-forma |
|||
|---|---|---|---|---|
| Non current | Current | Non current | Current | |
| Investments in group companies, jointly controlled companies | ||||
| or associated companies excluded from consolidation | ||||
| Opening balance as at 1 January | 9,376,193 | - | 3,130,999 | - |
| Acquisitions in the period | - | - | 660,000 | - |
| Disposals in the period | - | - | - | - |
| Transfers | (8,155,301) | - | - | - |
| Closing balance as at 30 June | 1,220,892 | - | 3,790,999 | - |
| Accumulated impairment losses | - | - | - | - |
| 1,220,892 | - | 3,790,999 | - | |
| Investments available for sale | ||||
| Fair value (net of impairment losses) as at 1 January | 2,678,964 | 56,093,108 | 145,795,375 | 33,211,904 |
| Acquisitions in the period | 18,750 | 5,219,106 | - | 181,185 |
| Disposals in the period | (25,000) | (1,182,312) | (113,045,429) | (342,290) |
| Increase/(Decrease) in fair value | (2,846,681) | (595,921) | - | (1,935,523) |
| Transfers (Note 17) | 23,762,678 | 2,014,342 | 2,530,210 | 2,580,373 |
| Fair value (net of impairment losses) as at 30 June | 23,588,711 | 61,548,323 | 35,280,156 | 33,695,649 |
| Other Investments (Note 7) | 24,809,603 | 61,548,323 | 39,071,155 | 33,695,649 |
| Derivative financial instruments (Note 20) | ||||
| Fair value as at 1 January | - | 3,976,816 | - | 49,458 |
| Acquisitions in the period | - | - | - | 9,773 |
| Disposals in the period | - | (1,971) | - | (49,458) |
| Increase/(Decrease) in fair value | - | 2,218,539 | - | 3,295,801 |
| Fair value as at 30 June | - | 6,193,384 | - | 3,305,574 |
| 24,809,603 | 67,741,707 | 39,071,155 | 37,001,223 |
The financial investments in group companies, jointly controlled companies or associated companies excluded from consolidation are recorded at the acquisition cost net of impairment losses. It is Group understanding that no reliable fair value estimate could be made as there is no market data available for these investments. The heading of Investments available for sale includes 2,672,682 euro (35,280,156 euro in 30 June 2007 pro-forma) of investments recorded at the cost net of impairment losses for the same reasons.
The investments available for sale are net impairment losses (Note 24) amounting 26,314 euro (2,565,541 euro in 30 June 2007 pro-forma).
The caption Investments available for sale includes 56,094,121 euro (33,095,056 euro as non current and 33,095,056 euro as current on 30 June 2007) of deposits in an Escrow Account which are invested in investment funds with superior rating and guarantee contractual liabilities which may arise from the sale of the Brazilian subsidiaries in the Retail segment and for which provisions were recognized (Note 24).
As at 30 June 2008 and 31 December 2007, Other non current assets are detailed as follows:
| 30 June 2008 | 31 December 2007 | ||||||
|---|---|---|---|---|---|---|---|
| Gross Value | Accumulated losses impairment (Note 24) |
Carrying Amount | Gross Value | Accumulated losses impairment (Note 24) |
Carrying Amount |
||
| Loans granted to related parties | |||||||
| Mundo Vip - Operadores Turísticos, SA | 1,000,000 | - | 1,000,000 | 1,000,000 | - | 1,000,000 | |
| Cooper Gay (Holding) Limited | 14,476,560 | - | 14,476,560 | 1,943,295 | - | 1,943,295 | |
| Others | 209,967 | (170,125) | 39,842 | 346,654 | (170,125) | 176,529 | |
| 15,686,527 | (170,125) | 15,516,402 | 3,289,949 | (170,125) | 3,119,824 | ||
| Trade accounts receivable and other debtors | |||||||
| Legal deposits | 819,521 | - | 819,521 | 792,644 | - | 792,644 | |
| Lisbon Town Councils | 3,888,477 | - | 3,888,477 | 3,888,477 | - | 3,888,477 | |
| Malaga Town Councils | 512,108 | - | 512,108 | 512,108 | - | 512,108 | |
| Rent deposits from tenants | 5,020,458 | - | 5,020,458 | 4,394,235 | - | 4,394,235 | |
| Others | 508,760 | (131,446) | 377,314 | 582,691 | (131,446) | 451,245 | |
| 10,749,324 | (131,446) | 10,617,878 | 10,170,155 | (131,446) | 10,038,709 | ||
| Non current derivatives (Note 20) | 18,357,127 | - | 18,357,127 | 7,346,945 | - | 7,346,945 | |
| Total financial instruments | 44,792,978 | (301,571) | 44,491,407 | 20,807,049 | (301,571) | 20,505,478 | |
| Reinsurer's' share of technical provisions (Note 24) | 15,944,281 | - | 15,944,281 | 54,060,294 | - | 54,060,294 | |
| Other non current assets | 50,978 | - | 50,978 | 50,977 | - | 50,977 | |
| 60,788,237 | (301,571) | 60,486,666 | 74,918,320 | (301,571) | 74,616,749 | ||
As at 30 June 2008 and 31 December 2007, Trade debtors and other current assets are detailed as follows:
| 30 June 2008 | 31 December 2007 | |
|---|---|---|
| Trade accounts receivable | 312,749,326 | 315,058,659 |
| Taxes recoverable | 100,464,583 | 86,514,614 |
| Trade suppliers - debit balances | 53,081,355 | 46,822,333 |
| Special regime for payment of tax and social security debts | 14,576,053 | 14,576,053 |
| VAT recoverable on retail estate assets | 5,176,803 | 4,776,482 |
| Vouchers and gift cards | 4,965,967 | 1,971,192 |
| Other debtors | 37,925,406 | 27,983,812 |
| Accounts receivable from the disposal of investments | 11,630,818 | 4,328,720 |
| Accounts receivable from the disposal of tangible fixed assets | 9,564,196 | 790,575 |
| Amount receivable regarding price adjustments of acquired subsidiaries (Note 8) |
- | 30,414,000 |
| Advances for real estate project acquisitions | 7,500,000 | - |
| Advances to suppliers | 14,478,427 | 22,236,065 |
| Accounts receivable related to reinsurance operations | 20,088,109 | 9,072,963 |
| Invoices to be issued | 72,585,574 | 70,459,857 |
| Commercial discounts | 28,337,119 | 5,887,081 |
| Commissions | 1,872,866 | 6,260,720 |
| Prepayments - Rents | 8,750,494 | 3,833,921 |
| Prepayments - external supplies and services | 22,205,813 | 15,178,385 |
| "Initiatives E" program | 15,319,880 | - |
| Other current assets | 7,978,714 | 20,019,622 |
| 749,251,503 | 686,185,054 | |
| Accumulated impairment losses (Note 24) | (99,434,774) | (95,235,846) |
| 649,816,729 | 590,949,208 |
Deferred tax assets and liabilities as at 30 June 2008 and 31 December 2007 can be detailed as follows, split between the different types of temporary differences:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 30 June 2008 | 31 December 2007 Restated (Note 8) |
30 June 2008 | 31 December 2007 Restated (Note 8) |
|
| Difference between fair value and acquisition cost | 3,400,404 | 5,503,979 | 310,651,072 | 307,198,707 |
| Harmonisation adjustments | 81,657 | 81,897 | 25,701,429 | 24,978,921 |
| Provisions and impairment losses not accepted for tax purposes | 14,124,478 | 12,900,045 | - | - |
| Write off of tangible and intangible assets | 61,287,038 | 60,114,242 | - | - |
| Write off of deferred costs | 42,520,616 | 41,026,618 | 2,409,354 | 2,097,786 |
| Valuation of hedging derivatives | 190,008 | 296,245 | 5,671,239 | 2,614,826 |
| Revaluation of tangible assets | - | - | 2,491,307 | 2,523,410 |
| Tax losses carried forward | 25,630,194 | 20,969,753 | - | - |
| Reinvested capital gains/(losses) | - | - | 3,388,540 | 3,428,201 |
| Others | (413,183) | 151,929 | 4,270,668 | 2,223,343 |
| 146,821,212 | 141,044,708 | 354,583,609 | 345,065,194 |
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 30 June 2008 and 31 December 2007, and using exchange rates effective at that time, tax losses carried forward can be summarised as follows:
| 30 June 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 | 12,343,361 | 3,085,839 | 2008 | 12,816,002 | 3,204,001 | 2008 |
| Generated in 2003 | 11,431,383 | 2,857,845 | 2009 | 10,854,186 | 2,713,546 | 2009 |
| Generated in 2004 | 4,793,922 | 1,198,481 | 2010 | 2,660,665 | 665,166 | 2010 |
| Generated in 2005 | 8,850,900 | 2,212,725 | 2011 | 8,378,182 | 2,094,546 | 2011 |
| Generated in 2006 | 12,221,776 | 3,055,444 | 2012 | 4,576,150 | 1,144,037 | 2012 |
| Generated in 2007 | 3,982,270 | 995,810 | 2013 | 3,960,967 | 990,242 | 2013 |
| Generated in 2008 | 3,174,972 | 793,744 | 2014 | |||
| 56,798,584 | 14,199,888 | 43,246,152 | 10,811,538 | |||
| Without limited time use | 7,069,360 | 1,944,406 | 6,783,431 | 1,922,301 | ||
| With a time limit different from the above mentioned | 31,978,904 | 9,485,900 | 27,620,047 | 8,235,914 | ||
| 39,048,264 | 11,430,306 | 34,403,478 | 10,158,215 | |||
| 95,846,848 | 25,630,194 | 77,649,630 | 20,969,753 | |||
As at 30 June 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 recognized to the extent that future taxable profits will arise which may be offset against available tax losses or against deductible temporary differences.
As at 30 June 2008 tax losses carried forward, amounting to 1,165,982,105 euro (1,013,542,711 euro at 31 December 2007), have not originated deferred tax assets for prudential reasons. These may be summarised as follows:
| 30 June 2008 | 31 December 2007 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax credit |
Time limit | Tax losses carried forward |
Deferred tax credit | Time limit | |
| With limited time use | ||||||
| Generated in 2002 | 426,239,118 | 106,559,778 | 2008 | 433,259,735 | 108,315,185 | 2008 |
| Generated in 2003 | 40,471,180 | 10,117,796 | 2009 | 41,896,110 | 10,474,030 | 2009 |
| Generated in 2004 | 21,723,512 | 5,430,878 | 2010 | 23,869,128 | 5,967,282 | 2010 |
| Generated in 2005 | 54,904,363 | 13,726,091 | 2011 | 89,006,183 | 22,251,545 | 2011 |
| Generated in 2006 | 60,356,933 | 15,089,234 | 2012 | 68,204,804 | 17,051,201 | 2012 |
| Generated in 2007 | 106,845,874 | 26,711,469 | 2013 | 103,549,416 | 25,887,353 | 2013 |
| Generated in 2008 | 20,663,272 | 5,165,818 | 2014 | |||
| 731,204,252 | 182,801,064 | 759,785,376 | 189,946,596 | |||
| Without limited time use | 29,764,921 | 8,800,178 | 34,124,969 | 10,101,615 | ||
| With a time limit different from the above mentioned | 405,012,932 | 116,800,623 | 219,632,366 | 63,700,019 | ||
| 1,165,982,105 | 308,401,865 | 1,013,542,711 | 263,748,230 |
As at 30 June 2008 and 31 December 2007, Cash and cash equivalents can be detailed as follows:
| 30 June 2008 | 31 December 2007 | ||
|---|---|---|---|
| Cash at hand | 6,014,333 | 6,482,624 | |
| Bank deposits | 87,011,502 | 190,688,029 | |
| Treasury applications | 23,732,840 | 89,230,800 | |
| Cash and cash equivalents on the balance sheet | 116,758,675 | 286,401,453 | |
| Bank overdrafts (Note 19) | (20,494,367) | (10,775,881) | |
| Cash and cash equivalents on the statement of cash flows | 96,264,308 | 275,625,572 |
Bank overdrafts are disclosed in the balance sheet under Current bank loans.
As at 30 June 2008, the share capital, which is fully subscribed and paid for, is made up of 2,000,000,000 ordinary shares, which do not have the right to a fixed dividend, with a nominal value of 1 euro each.
On 15 November 2007, Sonae SGPS, SA sold, 132,856,072 Sonae SGPS, SA shares directly owned by the Company. The shares were sold in a market operation at the unit price of 2.06 euro per share and resulted on a cash inflow (net of brokerage commissions) of 273,398,877 euro.
On the same date, Sonae Investments, BV, wholly owned by Sonae SGPS, SA, entered into a derivative financial instrument - Cash Settled Equity Swap - over a total of 132,800,000 Sonae SGPS, SA shares, representative of 6.64% of its capital.
This transaction has a maximum maturity of three years and a strictly financial liquidation, without any duty or right for the Company or any of its associated companies in the purchase of these shares. This transaction allows Sonae to totally maintain the economic exposure to the sold shares.
In this context, although legally all the rights and obligations inherent to these shares have been transferred to the buyer, Sonae SGPS, SA did not derecognize its own shares, recording a liability in the caption Other non-current liabilities (Note 21). According to the interpretation made by the Group of IAS 39, applied by analogy to own equity instruments, the derecognition of own shares is not allowed as the group maintains the risks and rewards arising on the instruments sold.
Consequently, the Group maintains the deduction from Equity amounting to the acquisition cost of the 132,800,000 shares (138,568,275 euro), and has accounted for the consideration received for the above mentioned sale of own shares in the caption Other non-current liabilities (273,568,000 euro).
Due to the detach of Sonae Capital SGPS, SA demerger rights attributable to the 132,800,000 Sonae SGPS, SA shares subject of the above mentioned agreement, the Group recognized an asset measured at its' the fair value of those rights. This asset as not been derecognized as the Group also entered into a Cash Settled Equity Swap over the Sonae Capital SGPS, SA shares, and therefore a liability was recognized. Consequently, and in relation with this operation the full liability amount can be detailed as follows: market value of Sonae SGPS, SA shares amounting to 101,592,000 euro and market value of Sonae Capital SGPS, SA shares amounting to 20,916,000 euro.
These liabilities are adjusted at the end of each month by the effect of the change in Sonae, SGPS, S.A. or Sonae Capital, SGPS, S.A. share price, as applicable, being recognized an asset/liability in order to present the right/obligation related to the cash settlement of the operation that resets monthly (Notes 21 and 23).
Additionally, the costs related to the "floating amount" based on Euribor 1 month are recorded in the income statement.
The receivable amount arising on dividends distributed by the Company is credited to Equity in order to offset the charge of the distribution. The dividends attributable to the above mentioned share amount to 3,984,000 euro and were credited to Equity.
The number of shares taken into consideration to calculate earnings per share includes the shares referred to above as a deduction to the shares issued by the Company (Note 29).
As at 30 June 2008, the following entities held more than 20% of the subscribed share capital:
| Entity | % |
|---|---|
| Efanor Investimentos, SGPS, S.A. and associated companies | 52.94 |
Movements in minority interests during the periods ended 30 June 2008 and 2007 pro-forma and 31 December 2007 are as follows:
| 30 June 2008 | 30 June 2007 Pro-forma |
31 December 2007 Adjusted (Note 8) |
|
|---|---|---|---|
| Opening balance as at 1 January | 448,380,172 | 411,547,735 | 402,058,314 |
| Dividends | (3,352,350) | (12,649,552) | (21,887,082) |
| Exchange rate effect | 191,096 | 273,839 | 373,748 |
| Acquisition of subsidiaries | - | - | (9,618,297) |
| Disposal of subsidiaries | - | - | (2,171,988) |
| Demerger of Sonae Capital | - | - | 9,310,396 |
| Increase of capital and premium on subsidiaries | 37,425,000 | - | - |
| Increased shareholding by acquisitions | (12,666,733) | (7,775,274) | (8,454,103) |
| Decreased shareholding by disposals | 39,778,232 | - | - |
| Changes in hedge and fair value reserves | 4,065,021 | (744,921) | 868,668 |
| Others | 2,876,210 | 7,134,533 | 5,230,472 |
| Profit for the period attributable to minority interests | (14,304,574) | 38,591,341 | 72,670,044 |
| Closing balance | 502,392,074 | 436,377,701 | 448,380,172 |
As at 30 June 2008 and 31 December 2007, Borrowings are made up as follows:
| 30 June 2008 | 31 December 2007 | |||||
|---|---|---|---|---|---|---|
| Outstanding amount | Outstanding amount | |||||
| Amount limit | Current | Non Current | Amount limit | Current | Non Current | |
| Bank loans | ||||||
| Sonae, SGPS, SA - commercial paper | 350,000,000 | 29,000,000 | - | 350,000,000 | - | - |
| Sonae Distribuição, SGPS,SA - commercial paper | 563,000,000 | 25,000,000 | 249,000,000 | 163,000,000 | - | - |
| a)b) Sonae Sierra subsidiaries | 510,907,209 | 22,642,241 | 433,361,708 | 498,624,959 | 16,476,410 | 417,635,936 |
| a)b)c) Sonae Sierra subsidiaries | 508,144,816 | 9,152,078 | 452,840,527 | 452,885,624 | 5,971,751 | 401,044,158 |
| Sonaecom SGPS, SA - commercial paper | 250,000,000 | - | 207,500,000 | 250,000,000 | - | 225,000,000 |
| Continente Hipermercados SA - commercial paper | 80,000,000 | 80,000,000 | - | 80,000,000 | 80,000,000 | - |
| Sonae Investments BV | 32,154,000 | 1,537,735 | - | 32,154,000 | 4,613,205 | - |
| Others | 2,388,915 | 22,428,276 | 12,047,631 | 22,532,078 | ||
| 169,720,969 | 1,365,130,511 | 119,108,997 | 1,066,212,172 | |||
| Bank overdrafts (Note 16) | 20,494,367 | - | 10,775,881 | - | ||
| Up-front fees bearded with the issuance of borrowings | (691,700) | (6,843,142) | (677,170) | (6,521,094) | ||
| Bank loans | 189,523,636 | 1,358,287,369 | 129,207,708 | 1,059,691,078 | ||
| Bonds: | ||||||
| Bonds Sonae / 05 | - | 100,000,000 | - | 100,000,000 | ||
| Bonds Sonae 2006/2011 | - | 250,000,000 | - | 250,000,000 | ||
| Bonds Sonae 2007/2014 | - | 150,000,000 | - | 150,000,000 | ||
| Bonds Modelo Continente / 2003 | - | 82,000,000 | - | 82,000,000 | ||
| Bonds Modelo Continente / 2004 | 100,000,000 | - | - | 100,000,000 | ||
| Bonds Modelo Continente 2005/2010 | - | 64,925,000 | - | 64,925,000 | ||
| Bonds Modelo Continente 2005/2012 | - | 150,000,000 | - | 150,000,000 | ||
| Bonds Modelo Continente 2007/2012 | - | 200,000,000 | - | 200,000,000 | ||
| Bonds Modelo Continente 2007/2015 | - | 200,000,000 | - | 200,000,000 | ||
| Bonds Modelo Continente 2007/2016 | - | 310,000,000 | - | 310,000,000 | ||
| Bonds Sonaecom / 2005 | - | 150,000,000 | - | 150,000,000 | ||
| Up-front fees bearded with the issuance of borrowings | (71,388) | (11,187,670) | - | (12,074,291) | ||
| Bonds | 99,928,612 | 1,645,737,330 | - | 1,744,850,709 | ||
| Other loans | 24,952 | 267,948 | 36,229 | 276,330 | ||
| Derivative instruments (Note 20) | 176,711 | 610,213 | 363,463 | 828,199 | ||
| Other loans | 201,663 | 878,161 | 399,692 | 1,104,529 | ||
| Obligations under finance leases | 6,059,316 | 22,234,731 | 8,709,711 | 23,470,674 | ||
| 295,713,227 | 3,027,137,591 | 138,317,111 | 2,829,116,990 |
a) These amounts are proportionate considering the percentage held by the group;
b) These loans are guaranteed by mortgages of investment properties held by these affiliated companies;
c) These loans are guaranteed by a pledge of shares held in those affiliated companies;
Interest rate of the bonds are equal to Euribor 6 months plus a spread between 0.25% and 1.15%.
Bank loans bear interests at market rates based on Euribor for each interest payment term, therefore the fair value of bank loans are estimated to be similar to their market value.
The derivative instruments are recorded at fair value (Note 20).
The repayment schedule of the nominal value of borrowings may be summarised as follows:
| 30 June 2008 | 31 December 2007 | |
|---|---|---|
| N+1 | 296,299,604 | 138,630,818 |
| N+2 | 56,241,952 | 123,716,946 |
| N+3 | 417,763,736 | 226,053,892 |
| N+4 | 114,201,637 | 357,710,073 |
| N+5 | 793,728,337 | 528,494,772 |
| After N+5 | 1,662,622,528 | 1,610,908,493 |
| 3,340,857,794 | 2,985,514,994 |
The Group uses exchange rate derivatives, essentially to hedge future cash flows.
The Group contracted several exchange rate forwards and options in order to manage its exchange rate exposure.
As at 30 June 2008, the fair value of exchange rate derivatives, calculated based on present market value of equivalent financial instruments, is of 175,879 euro included in Current liabilities (281,123 euro as of 31 December 2007) and 2,206,803 euro on the caption Current investments (2,151,335 euro as at 31 December 2007). From the total amount registered in Assets, 2,174,839 euro refers to exchange rate derivative transactions (Non Deliverable Forwards - "NDF") entered into during 2008 in order to hedge the exchange rate exposure as consequence of the share purchase agreement with the Sonae Sierra partner in Brazil (DDR), to reinvest the amount of 300,000,000 Brazilian Real until the end of 2009. The notional of the NDF amounts to 115.042.000 Brazilian Real.
The non-deliverable forward foreign exchange contracts (NDFs) are stated at their fair value at the balance sheet date, in accordance with a valuation made by the bank with which the NDF were contracted.
The computation of the fair value of these financial instruments was made taking into consideration the present value at balance sheet date of the forward settlement amount of the relevant NDF contract. The settlement amount considered in the valuation, is equal to the reference currency notional amount (foreign currency) multiplied by the difference between the contracted forward exchange rate and the forward exchange market rate to the settlement date as at the valuation date.
Losses in the period arising from changes in the fair value of instruments that do not qualify for hedging accounting treatment were recorded directly in the income statement in the caption Net financial expenses.
As at 30 June 2008, derivatives used by the Group refer essentially to interest rate options ("cash flow hedges"). These were negotiated to hedge the interest rate risk of loans amounting to 1,409,127,391 euro (1,302,514,561 euro as at 31 December 2007). The fair value of these derivatives amounts to 21,733,495 euro (8,344,227 euro as at 31 December 2007), and is disclosed as assets amounting to 22,343,708 euro (9,172,426 euro as at 31 December 2007) and as liabilities amounting to 610,213 euro (828,199 euro as at 31 de December de 2007). As at 30 June 2008, 832 euro of the amount disclosed as liabilities (82,340 euro as at 31 December 2007) relates to derivatives on loans which no longer qualify as hedging derivatives, although continuing to hedge interest risks.
These interest rate derivatives are valued at fair value, at the balance sheet date, based on valuations performed by the Group using specific software and on external valuations when this software does not deal with specific instruments. The fair value of swaps was calculated, as at the balance sheet date, based on the discounted cash flow of the difference between the fixed interest rate of the fixed leg and the indexed variable interest rate inherent to the variable leg. The calculation of the fair value of options was based on the "Black-Scholes" and similar models.
As at 30 June 2008 no contracts existed related to interest rate and exchange rate derivatives.
The fair value of derivatives is detailed as follows:
| Assets | Liabilities | |||
|---|---|---|---|---|
| 30 June 2008 | 31 December 2007 | 30 June 2008 | 31 December 2007 | |
| Derivatives not qualified as hedging | ||||
| Exchange rate | 2,176,352 | 2,151,335 | 175,879 | 281,123 |
| Interest rate | - | - | 832 | 82,340 |
| Hedging derivatives | ||||
| Exchange rate | 30,451 | - | - | - |
| Interest rate | 22,343,708 | 9,172,426 | 610,213 | 828,199 |
| Interest and exchange rate | - | - | - | - |
| Other derivatives | - | - | - | - |
| 24,550,511 | 11,323,761 | 786,924 | 1,191,662 |
As at 30 June 2008 and 31 December 2007, Other non current liabilities were made up as follows:
| 30 June 2008 | 31 December 2007 | |
|---|---|---|
| Shareholder loans | 16,052,172 | 24,107,894 |
| Fixed assets suppliers | 13,049,585 | 11,597,003 |
| "Initiatives E" program (Note 32) | 72,422,000 | - |
| Other non current liabilities | 135,258,610 | 277,318,229 |
| 236,782,367 | 313,023,126 |
The caption Other non-current liabilities includes the amount of 122,508,000 euro (263,059,508 euro as at 31 December 2007) related to the fair value of the derivative on Sonae SGPS, SA shares referred to in Note 17.
In 2008 and in previous years, the Sonae Group granted deferred performance bonuses to its directors and eligible employees. These are either based on shares to be acquired at nil cost, three years after they were attributed to the employee, or based on share options with the exercise price equal to the share price at the grant date, to be exercised three years later. In both cases, 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 Group on the vesting date.
As at 30 June 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:
| Grant | Vesting | Number of | Fair value | ||
|---|---|---|---|---|---|
| year | year | participants | 30 June 2008 | 31 December 2007 | |
| Shares | |||||
| 2005 | 2008 | 67 | - | 8,956,701 | |
| 2006 | 2009 | 453 | 4,152,727 | 7,472,751 | |
| 2007 | 2010 | 481 | 3,908,270 | 7,856,374 | |
| 2008 | 2011 | 494 | 3,728,836 | - | |
| Total | 11,789,833 | 24,285,826 |
As at 30 June 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 has not yet vested:
| 30 June 2008 | 31 December 2007 | |
|---|---|---|
| Staff costs | (681,037) | 12,906,145 |
| Recorded in previous years | 8,429,243 | 4,368,199 |
| 7,748,206 | 17,274,344 | |
| Other liabilities | 7,748,206 | 17,274,344 |
As at 30 June 2008 and 31 December 2007, Trade creditors and other current liabilities were made up as follows:
| 30 June 2008 | 31 December 2007 | |
|---|---|---|
| Trade creditors | 852,161,633 | 988,803,378 |
| Shareholders | 5,118,874 | 30,616,400 |
| Fixed asset suppliers | 76,390,575 | 97,446,196 |
| Creditors related with reinsurance operations | 14,340,555 | 84,767 |
| Other accounts payable | 52,369,821 | 41,501,888 |
| Taxes and contributions payable | 43,575,076 | 62,131,632 |
| Effect of changes in the share price of Sonae SGPS and Sonae Capital (Note 17) |
41,832,000 | 10,624,000 |
| Vouchers | 14,387,783 | 13,182,904 |
| Property investments accruals | 10,522,401 | 27,231,695 |
| Fixed assets accrued costs | 25,462,194 | 23,507,992 |
| "Initiatives E" program (Note 32) | 17,557,099 | - |
| Holiday pay and bonuses | 101,369,372 | 103,767,265 |
| Interest payable | 34,718,062 | 33,975,996 |
| Invoices to be issued | 60,159,404 | 67,830,234 |
| Commissions | 6,748,199 | 7,922,541 |
| Marketing expenses | 14,868,204 | 27,152,426 |
| Other external supplies and services | 50,687,694 | 49,632,490 |
| Accrued income - trade debtors | 10,267,500 | 9,802,707 |
| Accrued income - rents | 5,535,952 | 5,260,081 |
| Prepaid minutes not yet used | 17,978,221 | 36,572,193 |
| Others | 49,964,222 | 47,363,909 |
| 1,506,014,841 | 1,684,410,694 |
Movements in Provisions and impairment losses over the six months period ended 30 June 2008 and 2007 pro-forma were as follows:
| Balance as at 31 December 2007 |
Adjustments to fair value |
Balance as at 31 December 2007 restated (Note 8) |
Increase | Decrease | Balance as at 30 June 2008 |
|
|---|---|---|---|---|---|---|
| Accumulated impairment losses on investments (Note 12) | 26,314 | - | 26,314 | - | - | 26,314 |
| Accumulated impairment losses on other non current assets (Note 13) |
301,571 | - | 301,571 | - | - | 301,571 |
| Accumulated impairment losses on trade account receivables and other debtors (Note 14) |
95,235,848 | - | 95,235,848 | 8,859,235 | (4,660,309) | 99,434,774 |
| Accumulated impairment losses on inventories | 24,759,431 | - | 24,759,431 | 9,585,449 | (8,072,188) | 26,272,692 |
| Non current provisions | 107,984,226 | 2,600,000 | 110,584,226 | 9,739,308 | (45,954,614) | 74,368,920 |
| Current provisions | 2,295,457 | 370,500 | 2,665,957 | - | (105,473) | 2,560,484 |
| 230,602,847 | 2,970,500 | 233,573,347 | 28,183,992 | (58,792,584) | 202,964,755 | |
| Balance as at 31 December 2006 |
Increase | Decrease | Balance as at 30 June 2007 Pro-forma |
|||
| Accumulated impairment losses on investments (Note 12) | 2,565,541 | - | - | 2,565,541 | ||
| Accumulated impairment losses on other non current assets | 131,445 | 5,000 | - | 136,445 | ||
| Accumulated impairment losses on trade account receivables and other debtors |
85,764,579 | 5,291,610 | (4,985,271) | 86,070,918 | ||
| Accumulated impairment losses on inventories | 17,664,557 | 1,373,242 | (487,010) | 18,550,789 | ||
| Non current provisions | 42,812,924 | 6,129,529 | (1,869,451) | 47,073,002 | ||
| Current provisions | 1,156,389 | 7,131,139 | (24,707) | 8,262,821 | ||
| 150,095,435 | 19,930,520 | (7,366,439) | 162,659,516 |
As at 30 June 2008 and 2007 pro-forma and 31 December 2007, Provisions can be analysed as follows:
| 30 June 2008 | 30 June 2007 Pro-forma |
31 December 2007 | |
|---|---|---|---|
| Technical provisions on reinsurance | 23,538,815 | - | 61,137,164 |
| Expenses to be incurred with the sale of the Brazilian subsidiaries |
14,477,594 | 23,116,622 | 14,628,032 |
| Dismantling of telecommunication sites | 19,266,280 | 17,748,220 | 18,888,140 |
| Judicial claims | 16,791,684 | 6,119,157 | 13,505,779 |
| Others | 2,855,031 | 8,351,824 | 2,120,568 |
| 76,929,404 | 55,335,823 | 110,279,683 |
Amounts included in "Technical provisions of reinsurance" relate to a group captive company that operates in the non-life reinsurance industry. The provision amount can be detailed as follows: 13,275,705 euro (5,650,956 euro as at 31 December 2007) related to provisions for non-acquired insurance premiums and 10,263,110 euro (55,486,208 euro as at 31 December 2007) related to provisions for claims outstanding. The amount to be recovered from reinsurance companies is recorded in the caption "Reinsurer's' share of technical provisions" (Note 13).
Impairment losses are deducted from the book value of the corresponding asset.
As at 30 June 2008 and 31 December 2007, major contingent liabilities were guarantees given are as follows:
| 30 June 2008 | 31 December 2007 | |
|---|---|---|
| Guarantees given: | ||
| on tax claims | 133,095,162 | 92,198,572 |
| on judicial claims | 1,962,798 | 1,907,032 |
| on municipal claims | 19,323,768 | 11,687,093 |
| others | 72,794,599 | 71,897,604 |
The heading Others includes the following guarantees:
31,186,807 euro (23,861,474 euro as at 31 December 2007) to guarantee part of the debt of Sonae Sierra affiliates related with the purchase, sale and exchange of land;
30,103,294 euro (35,800,646 euro as at 31 December 2007) related to VAT reimbursement requests.
During 2007, a retail segment company in Brazil granted a guarantee of 26,111,620 euro (65,570,840 brazilian real) on a tax claim, which is being judged by tax courts.
As a consequence of the sale of a subsidiary company in Brazil, the Group guaranteed the buyer all the losses incurred by that company arising on unfavourable decisions not open for appeal, concerning tax lawsuits on transactions that took place before the sale date (13 December 2005) and that exceed 40 million euro. As at 31 December 2007, the amount claimed by the Brazilian Tax Authorities concerning the tax lawsuits still in progress, which the company's lawyers assess as having a high probability of loss, amounted to nearly 24 million euro.
Furthermore, there are other tax lawsuits totalling 80 million Euro for which the Board of Directors, based on the lawyers' assessment, understand will not imply losses to the sold subsidiary above the referred 40 million Euro, using the exchange rate of 31 December 2007. During the first semester of 2008 there were no relevant changes in the above mentioned processes.
No provision has been registered to face risks arising from events related to guarantees given, as the Board of Directors considers that no liabilities will result for the Group.
Balances and transactions with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | ||||||
|---|---|---|---|---|---|---|---|
| Transactions | 30 June 2008 | 30 June 2007 Pro-forma |
30 June 2007 | 30 June 2008 | 30 June 2007 Pro-forma |
30 June 2007 | |
| Parent company and group companies excluded from consolidation |
23,480,456 | 23,412,496 | 26,331,184 | 14,873 | 46,261 | 46,261 | |
| Jointly controlled companies | 7,254,131 | 7,046,649 | 17,377,462 | 8,069,090 | 7,643,157 | 8,265,158 | |
| Associated companies | 923,320 | 352,423 | 847,073 | 5,264,651 | 2,245,604 | 9,726,468 | |
| Other partners in Group companies | 5,376,507 | 5,156,362 | 26,284,016 | 22,306,703 | 18,956,752 | 7,868,306 | |
| 37,034,414 | 35,967,930 | 70,839,735 | 35,655,317 | 28,891,774 | 25,906,193 | ||
| Interest income | Interest expenses | ||||||
| Transactions | 30 June 2008 | 30 June 2007 Pro-forma |
30 June 2007 | 30 June 2008 | 30 June 2007 Pro-forma |
30 June 2007 | |
| Parent company and group companies excluded from consolidation |
- | - | - | - | - | 62,860 | |
| Jointly controlled companies | 12,325 | 134,449 | 134,449 | - | 530,744 | 569,512 | |
| Associated companies | 24,282 | 138,958 | 3,863 | - | - | - | |
| Other partners in Group companies | 39,505 | 3,384,382 | 45,949 | 1,418,745 | 1,637,154 | 1,324,662 | |
| 76,112 | 3,657,789 | 184,261 | 1,418,745 | 2,167,898 | 1,957,034 |
| Accounts receivable | Accounts payable | ||||
|---|---|---|---|---|---|
| Balances | 30 June 2008 | 31 December 2007 | 30 June 2008 | 31 December 2007 | |
| Parent company and group companies excluded from consolidation |
10,178,582 | 11,915,663 | 17,554 | 18,659 | |
| Jointly controlled companies | 3,647,196 | 2,744,092 | 3,459,707 | 5,300,970 | |
| Associated companies | 2,387,166 | 1,856,039 | 1,174,914 | 2,231,505 | |
| Other partners in Group companies | 4,074,714 | 5,787,280 | 16,760,574 | 28,092,208 | |
| 20,287,658 | 22,303,074 | 21,412,749 | 35,643,342 | ||
| Loans | |||||
| Obtained | Granted | ||||
| Balances | 30 June 2008 | 31 December 2007 | 30 June 2008 | 31 December 2007 | |
| Parent company and group companies excluded from consolidation |
- | - | - | - | |
| Jointly controlled companies | - | - | - | 63,427 | |
| Associated companies | - | - | - | - | |
| Other partners in Group companies | 10,039,204 | 44,297,395 | 20,112 | 15,475 | |
| 10,039,204 | 44,297,395 | 20,112 |
The caption "Other partners in Group companies" includes Sonae Industria, SGPS, SA and Sonae Capital, SGPS, SA affiliated, associated and jointly controlled companies and also other shareholders of affiliated companies or jointly controlled companies of Sonae Group, as well as other affiliated companies of the parent company Efanor Investimentos, SGPS, SA.
As at 30 June 2008, 2007 and 2007 pro-forma, Income tax is detailed as follows:
| 30 June 2008 | 30 June 2007 Pro-forma |
30 June 2007 | |||
|---|---|---|---|---|---|
| Current tax | 8,806,829 | 9,446,629 | 11,934,739 | ||
| Deferred tax | (8,628,110) | 32,856,242 | 28,599,394 | ||
| 178,719 | 42,302,871 | 40,534,133 |
As at 30 June 2008, 2007 pro forma and 2007, the reconciliation of consolidated net profit can be analysed as follows:
| 30 June 2008 | 30 June 2007 Pro-forma |
30 June 2007 | ||
|---|---|---|---|---|
| Aggregate net profit | 421,144,785 | 1,011,329,317 | 956,478,732 | |
| Use of the proportionate method | (80,872,901) | (299,141,005) | (299,141,005) | |
| Harmonisation adjustments | 99,774,524 | (51,689,114) | (56,326,068) | |
| Elimination of intragroup dividends | (437,785,340) | (192,728,807) | (199,573,798) | |
| Elimination of intragroup capital gains and losses | 1,217,095 | (312,411,561) | (316,337,684) | |
| Elimination of intragroup provisions | 4,573,720 | - | (1,430,000) | |
| Consolidation adjustments to gains/(losses) | 1,649,695 | (14,706,237) | 52,675,778 | |
| on sales of investments | ||||
| Others | 211,891 | (1,694,991) | 4,863,916 | |
| Consolidated net profit for the period | 9,913,469 | 138,957,602 | 141,209,871 |
Earnings per share for the period were calculated taking into consideration the following amounts:
| 30 June 2008 | 30 June 2007 Pro-forma | 30 June 2007 | ||||
|---|---|---|---|---|---|---|
| 2nd Quarter | Total | 2nd Quarter | Total | 2nd Quarter | Total | |
| Net profit Net profit taken into consideration to calculate basic earnings per share (consolidated profit for the period) |
12,077,476 | 24,218,043 | 89,553,437 | 100,366,258 | 87,333,269 | 102,006,054 |
| Effect of dilutive potential shares Interest related to convertible bonds (net of tax) |
- - |
- - |
- - |
|||
| Net profit taken into consideration to calculate diluted earnings per share |
12,077,476 | 24,218,043 | 89,553,437 | 100,366,258 | 87,333,269 | 102,006,054 |
| Number of shares Weighted average number of shares used to calculated basic earnings per share Effect of dilutive potential ordinary shares from |
1,867,200,000 | 1,867,200,000 | 1,866,704,534 | 1,866,642,981 | 1,866,704,534 | 1,866,642,981 |
| convertible bonds | - | - | - | |||
| Weighted average number of shares used to calculated diluted earnings per share |
1,867,200,000 | 1,867,200,000 | 1,866,704,534 | 1,866,642,981 | 1,866,704,534 | 1,866,642,981 |
| Earnings per share (basic and diluted) | 0.006468 | 0.012970 | 0.047974 | 0.053768 | 0.046785 | 0.054647 |
There are no convertible instruments on Sonae, SGPS shares, hence there is no dilutive effects.
In the Shareholders Annual General Meeting held on 21 April 2008, the payment of a gross dividend of 0.03 euro per share (0.03 euro per share in 2007) corresponding to a total of 60,000,000 euro (55,997,442.84 euro in 2007) was approved. On 21 April 2008 the amount related with dividends attributable to the shares underlying the derivative mentioned in Note 17 amounted to 3,984,000 euro. This amount was credited in equity.
In 2008 and 2007, the following were identified as business segments:
The contribution of the business segments to the income statement for the six months periods ended at 30 June 2008 and 2007 Pro-forma can be detailed as follows:
| 30 June 2008 | ||||||
|---|---|---|---|---|---|---|
| Shopping | Holding | Consolidation | ||||
| Retail | Centres | Telecommunications | and Others | Adjustments | Consolidated | |
| Operating income | ||||||
| Sales | 1,813,642,729 | - | 38,979,029 | - | - | 1,852,621,758 |
| Services rendered | 61,352,105 | 84,702,439 | 426,967,276 | 11,019,629 | - | 584,041,449 |
| Value created on investment properties | - | (21,663,667) | - | - | - | (21,663,667) |
| Other operating income | 187,574,698 | 9,693,742 | 10,744,162 | 272,169 | 782,507 | 209,067,278 |
| 2,062,569,532 | 72,732,514 | 476,690,467 | 11,291,798 | 782,507 | 2,624,066,818 | |
| Inter-segment income | 15,833,824 | 1,461,544 | 6,039,712 | 872,285 | (24,207,365) | - |
| 2,078,403,356 | 74,194,058 | 482,730,179 | 12,164,083 | (23,424,858) | 2,624,066,818 | |
| Operating cash-flow (EBITDA) | 126,654,940 | 22,457,161 | 73,391,497 | (157,804) | (62,365) | 222,283,429 |
| Depreciation and amortisation | 54,471,344 | 534,037 | 75,997,855 | 214,373 | 1,849,368 | 133,066,977 |
| Provisions and impairment losses | 2,313,905 | 2,859,472 | 6,312,320 | - | 54,534 | 11,540,231 |
| Operating profit (EBIT) | 70,104,210 | 19,135,637 | (8,770,088) | (400,117) | (1,911,343) | 78,158,299 |
| Financial profit/(loss) | (31,446,961) | (21,538,857) | (7,900,131) | (16,704,734) | (4,825) | (77,595,508) |
| Share of results of associated undertakings | - | - | - | - | 1,302,927 | 1,302,927 |
| Investment income | 150,169 | 7,389,874 | - | 109,873,210 | (109,186,783) | 8,226,470 |
| Profit before income tax | 38,807,418 | 4,986,654 | (16,670,219) | 92,768,359 | (109,800,024) | 10,092,188 |
| Income tax | 425,636 | (4,567,649) | 4,957,606 | (1,023,252) | 28,940 | (178,719) |
| Net profit for the period | 39,233,054 | 419,005 | (11,712,613) | 91,745,107 | (109,771,084) | 9,913,469 |
| - attributable to equity holders of Sonae | 24,218,043 | |||||
| - attributable to minority interests | (14,304,574) |
| 30 June 2007 Pro-forma | ||||||
|---|---|---|---|---|---|---|
| Shopping | Holding | Consolidation | Consolidated | |||
| Retail | Centres | Telecommunications | and Others | Adjustments | Pro-forma | |
| Operating income | ||||||
| Sales | 1,429,984,523 | - | 34,129,074 | - | - | 1,464,113,597 |
| Services rendered | 60,567,147 | 67,725,285 | 373,936,475 | 5,849,370 | - | 508,078,277 |
| Value created on investment properties | - | 102,773,897 | - | - | - | 102,773,897 |
| Other operating income | 143,294,996 | 5,705,185 | 7,655,738 | 365,274 | (2,352,897) | 154,668,296 |
| 1,633,846,666 | 176,204,367 | 415,721,287 | 6,214,644 | (2,352,897) | 2,229,634,067 | |
| Inter-segment income | 13,219,141 | 3,505,882 | 3,022,569 | 521,856 | (20,269,448) | - |
| 1,647,065,807 | 179,710,249 | 418,743,856 | 6,736,500 | (22,622,345) | 2,229,634,067 | |
| Operating cash-flow (EBITDA) | 116,067,599 | 131,534,269 | 77,930,897 | (2,848,962) | (1,243,945) | 321,439,858 |
| Depreciation and amortisation | 42,569,302 | 474,609 | 67,059,657 | 213,536 | 53,536 | 110,370,640 |
| Provisions and impairment losses | 181,530 | 7,445,052 | 5,279,304 | - | (39) | 12,905,847 |
| Operating profit (EBIT) | 73,764,252 | 123,718,761 | 5,946,569 | (3,062,498) | (1,297,440) | 199,069,644 |
| Financial profit/(loss) | (17,308,829) | (7,615,683) | (10,916,321) | (13,951,147) | (38,874) | (49,830,854) |
| Share of results of associated undertakings | - | - | - | - | 898,779 | 898,779 |
| Investment income | (4,650,073) | 23,910,706 | 2,763,388 | 94,209,482 | (85,110,599) | 31,122,904 |
| Profit before income tax | 51,805,350 | 140,013,784 | (2,206,364) | 77,195,837 | (85,548,134) | 181,260,473 |
| Income tax | (3,261,866) | (36,133,589) | (2,461,319) | (459,630) | 13,533 | (42,302,871) |
| Net profit for the period | 48,543,484 | 103,880,195 | (4,667,683) | 76,736,207 | (85,534,601) | 138,957,602 |
| - attributable to equity holders of Sonae | 100,366,258 | |||||
| - attributable to minority interests | 38,591,344 |
The contribution of the major business segments to the consolidated balance sheets as at 30 June 2008 and 31 December 2007 can be detailed as follows:
| 30 June 2008 | ||||||
|---|---|---|---|---|---|---|
| Shopping | Holding | Consolidation | ||||
| Retail | Centres | Telecommunications | and Others | Adjustments | Consolidated | |
| Fixed assets | ||||||
| Intangible | 154,189,127 | 3,348,569 | 279,125,720 | 88,402 | (5,668,991) | 431,082,827 |
| Tangible | 1,724,791,711 | 1,603,964 | 535,145,679 | 1,744,789 | 9,614,561 | 2,272,900,704 |
| Investment properties | - | 2,126,447,200 | - | - | (562,889) | 2,125,884,311 |
| Goodwill | - | - | - | - | 690,117,724 | 690,117,724 |
| Investments | 43,887,151 | 15,731,235 | 7,102,202 | 43,777,864 | (15,204,747) | 95,293,705 |
| Deferred tax assets | 26,349,074 | 13,505,211 | 106,986,289 | 28,223 | (47,585) | 146,821,212 |
| Other assets | 717,409,915 | 109,751,723 | 345,001,132 | 67,455,634 | (19,071,401) | 1,220,547,003 |
| Cash, Cash Equivalents and Current Investments | 111,732,211 | 46,118,637 | 6,928,032 | 18,235,635 | 1,485,867 | 184,500,382 |
| Total assets | 2,778,359,189 | 2,316,506,539 | 1,280,289,054 | 131,330,547 | 660,662,539 | 7,167,147,868 |
| Non current liabilities | ||||||
| Borrowings | 1,255,074,354 | 903,041,086 | 373,052,201 | 497,310,122 | (1,340,172) | 3,027,137,591 |
| Deferred tax liabilities | 45,426,582 | 305,404,554 | 708,186 | 2,999,235 | 45,052 | 354,583,609 |
| Other non current liabilities | 30,063,376 | 32,997,499 | 104,619,370 | 150,137,086 | (6,666,044) | 311,151,287 |
| Current liabilities | ||||||
| Borrowings | 226,592,085 | 33,520,917 | 1,726,753 | 33,886,571 | (13,099) | 295,713,227 |
| Other current liabilities | 937,671,398 | 118,709,124 | 393,510,834 | 78,760,313 | (20,076,344) | 1,508,575,325 |
| Total liabilities | 2,494,827,795 | 1,393,673,180 | 873,617,344 | 763,093,327 | (28,050,607) | 5,497,161,039 |
| Total investment | 132,751,222 | 81,340,737 | 162,103,334 | 24,965,185 | - | 401,160,478 |
| Gross Debt | 1,481,666,439 | 936,562,003 | 374,778,954 | 531,196,694 | (1,353,273) | 3,322,850,817 |
| Net Debt | 1,369,934,229 | 890,443,366 | 367,850,922 | 512,961,059 | (2,839,140) | 3,138,350,436 |
| 31 December 2007 | ||||||
|---|---|---|---|---|---|---|
| Shopping | Holding | Consolidation | ||||
| Retail | Centres | Telecommunications | and Others | Adjustments | Consolidated | |
| Fixed assets | ||||||
| Intangible | 154,559,265 | 3,553,684 | 192,416,571 | 118,561 | (2,979,937) | 347,668,144 |
| Tangible | 1,686,690,440 | 1,176,095 | 533,165,965 | 1,391,131 | 9,643,011 | 2,232,066,642 |
| Investment properties | - | 2,062,673,604 | - | - | (544,678) | 2,062,128,926 |
| Goodwill | - | - | - | - | 683,136,658 | 683,136,658 |
| Investments | 43,887,151 | 20,359,968 | 7,102,202 | 22,861,867 | (8,607,391) | 85,603,797 |
| Deferred tax assets | 27,725,259 | 12,212,701 | 101,118,096 | 37,213 | (48,561) | 141,044,708 |
| Other assets | 626,308,962 | 77,482,995 | 320,676,431 | 78,948,664 | 39,686,914 | 1,143,103,966 |
| Cash, Cash Equivalents and Current Investments | 125,062,227 | 34,994,583 | 83,851,612 | 101,744,777 | 818,178 | 346,471,377 |
| Total assets | 2,664,233,304 | 2,212,453,630 | 1,238,330,877 | 205,102,213 | 721,104,194 | 7,041,224,218 |
| Non current liabilities | ||||||
| Borrowings | 1,106,503,697 | 836,262,512 | 391,596,174 | 497,000,804 | (2,246,197) | 2,829,116,990 |
| Deferred tax liabilities | 43,211,172 | 299,080,440 | 284,402 | 2,416,071 | 73,109 | 345,065,194 |
| Other non current liabilities | 31,581,199 | 32,739,640 | 30,393,470 | 328,573,323 | 319,720 | 423,607,352 |
| Current liabilities | ||||||
| Borrowings | 90,935,924 | 38,433,460 | 2,550,499 | 6,411,526 | (14,298) | 138,317,111 |
| Other current liabilities | 1,117,111,379 | 149,590,790 | 396,728,752 | 35,201,242 | (11,555,512) | 1,687,076,651 |
| Total liabilities | 2,389,343,371 | 1,356,106,842 | 821,553,297 | 869,602,966 | (13,423,178) | 5,423,183,298 |
| Total investment | 800,086,030 | 411,103,512 | 235,657,425 | 124,438,780 | - | 1,571,285,747 |
| Gross Debt | 1,197,439,621 | 874,695,972 | 394,146,673 | 503,412,330 | (2,260,495) | 2,967,434,101 |
| Net Debt | 1,072,377,395 | 839,706,865 | 310,295,061 | 401,667,553 | (3,084,150) | 2,620,962,724 |
Under the agreed terms resulting from the grant of the UMTS License, Sonaecom – Serviços de Comunicações (Optimus at the time) committed to contribute to the promotion and development of a 'Information Society' in Portugal. The total amount of the obligations assumed arose to 274 million euro, part of these commitments (up to 116 million euro), will be realised as agreed between Sonaecom - Serviços de Comunicações and MOPTC, through contributions to the "Initiatives E" project (modem offers, discounts on tariffs, cash contributions, among others, assigned to the widespread use of broadband internet for students and teachers). These contributions are made through an open fund, called 'Fund for the Information Society', established by the three mobile operators with businesses in Portugal. The success of this project, initiated in the end of 2007, was dependent on the beneficiaries' participation to the various initiatives (e-opportunities, e-school and e-teacher) and could have been subject to revision during a period of 12 months, i.e., until June 2008. As at 31 December 2007, it was not possible to estimate in a reliable way the success of this project, and therefore, at that date it was not possible to produce a secure and reliable estimate of the responsibilities to be recognized.
Taking in consideration the success of the project during the first semester of 2008, Sonaecom considered that were in place conditions to produce a reliable estimate of the total responsibilities associated with "Initiatives E" project. The present value of these responsibilities is 89 million euro and the costs incurred in the period amount to 6 million euro. Therefore, such responsibilities were recorded as an increase in the caption "Patent and other similar rights" (Note 9), against an entry in the caption "Other non current liabilities" (Note 21) and "Other current liabilities" (Note 23).
Resulting from the acquisition of the exclusive control of Carrefour (Portugal) and according to the terms imposed by the decision of non-opposition by the Portuguese Competition Authority ("Autoridade da Concorrência"), Sonae Distribuição committed to several actions, which included the obligation to dispose assets in the regions of Coimbra and Portimão.
In the fulfilment of those commitments, on the 14th of July 2008, Sonae Distribuição signed with Auchan, a contract for the disposal of Modelo of Eiras and Lagoa, as well as a tangible asset (Land) in Condeixa for which the installation of Modelo, Worten and Modalfa stores was already authorized.
On 22 July 2008, Sonae Distribuição announced the agreement established with RAR Group to join both group's travel operations, Geotur and Star, creating a new company which will be held in equal parts and with joint management. The operation is still waiting decision of non-opposition from the Portuguese Competition Authority ("Autoridade da Concorrência").
On 25 July 2008, Sonae Sierra, SGPS, SA issued a private subscription bond loan, amounted to 75 million euro, unsecured, for 5 years, organized by Caixa - Banco de Investimento.
On 28 July 2008 Sonae Sierra, SGPS, SA has concluded an additional sale of the share capital of SPF - Sierra Portugal Real Estate (SPF) corresponding to 8.3% of its share capital. With this closing, Sonae Sierra's interest in the SPF has decreased to approximately 42%.
On 25 August 2008, Sonae Distribuição, SGPS, SA. announced that has signed an acquisition agreement of Boulanger España – a Spanish retail company, specialized in consumer electronics, for an Enterprise Value of 25 million euros. The transaction involves the acquisition of: (i) a 9 store portfolio, in the main population centres of Spain, with a total of 22,000 m2 of sales area and a turnover of more than 100 million euro; (ii) a logistics warehouse; (iii) 3 licensed projects for near future openings; and (iv) the acquisition of 3 real estate assets, concerning 3 stores under operation with a total of 12.000 m2 of Gross Commercial Area.
The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 26 August 2008.
The Board of Directors
Belmiro de Azevedo
Álvaro Cuervo Garcia
Michel Marie Bon
José Neves Adelino
Duarte Paulo Teixeira de Azevedo
Álvaro Carmona e Costa Portela
Ângelo Gabriel Ribeirinho dos Santos Paupério
Nuno Manuel Moniz Trigoso Jordão
(Amounts expressed in euro)
| ASSETS | Notes | 30.June.2008 | 30.June.2007 | 31.December.2007 |
|---|---|---|---|---|
| NON CURRENT ASSETS: | ||||
| Tangible and intangible assets | 92,419 | 118,957 | 94,573 | |
| Investments | 4 | 2,575,739,131 | 2,874,038,232 | 2,567,941,218 |
| Other non current assets | 5 | 1,289,829,182 | 1,697,538,948 | 1,086,871,182 |
| Total Non Current Assets | 3,865,660,732 | 4,571,696,137 | 3,654,906,973 | |
| CURRENT ASSETS: | ||||
| Trade account receivables and other current assets | 6 | 64,205,887 | 181,502,986 | 97,569,972 |
| Cash and cash equivalents | 7 | 355,110 | 196,730,687 | 88,356,998 |
| Total Current Assets | 64,560,997 | 378,233,673 | 185,926,970 | |
| TOTAL ASSETS | 3,930,221,729 | 4,949,929,810 | 3,840,833,943 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 8 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 |
| Own shares | - | (138,150,363) | - | |
| Reserves and retained earnings | 1,281,310,440 | 1,504,825,553 | 1,316,594,330 | |
| Profit for the six months periods | 114,906,936 | 4,955,378 | 16,503,135 | |
| TOTAL EQUITY | 3,396,217,376 | 3,371,630,568 | 3,333,097,465 | |
| LIABILITIES: | ||||
| NON CURRENT LIABILITIES: | ||||
| Loans | 9 | 497,310,122 | 496,691,486 | 497,000,804 |
| Total Non Current Liabilities | 497,310,122 | 496,691,486 | 497,000,804 | |
| CURRENT LIABILITIES: | ||||
| Loans | 9 | 29,000,832 | 307,303,127 | 1,660,856 |
| Trade creditors and other current liabilities | 10 | 7,693,399 | 774,304,629 | 9,074,818 |
| Total Current Liabilities | 36,694,231 | 1,081,607,756 | 10,735,674 | |
| TOTAL EQUITY AND LIABILITIES | 3,930,221,729 | 4,949,929,810 | 3,840,833,943 |
The accompanying notes are part of these financial statements.
In case of discrepancies the Portuguese version prevails.)
| Operational income Services rendered 448,799 982,761 369,737 719,865 Other operational income 38,085 47,105 44,313 312,490 Total operational income 486,884 1,029,866 414,050 1,032,355 Operational expenses External supplies and services (814,453) (1,614,569) (587,483) (1,223,269) Staff costs (1,060,811) (2,184,030) (1,764,195) (3,207,736) Depreciation and amortisation (10,171) (20,341) (22,925) (43,451) Other operational expenses (7,036) (147,013) (135,213) (316,394) Total operational expenses (1,892,471) (3,965,953) (2,509,816) (4,790,850) Operational profit/(loss) (1,405,587) (2,936,087) (2,095,766) (3,758,495) Financial Expenses (7,308,102) (14,435,179) (17,921,306) (35,494,723) Financial Income 18,875,436 37,298,623 22,736,626 46,901,435 Investment income/(loss) 12 - 94,979,579 2,647,114 (2,692,835) Profit before income tax 10,161,747 114,906,936 5,366,668 4,955,382 Income tax - - (4) (4) Profit for the period six months period 10,161,747 114,906,936 5,366,664 4,955,378 Profit/(Loss) per share Basic 13 0.0051 0.0575 0.0029 0.0027 Diluted 13 0.0051 0.0575 0.0029 0.0027 |
Notes | 2nd Quarter 2008 (Unaudited) |
30.June.2008 | 2nd Quarter 2007 (Unaudited) |
30.June.2007 |
|---|---|---|---|---|---|
The accompanying notes are part of these financial statements.
(Amounts expressed in euro)
| No tes |
Sh are Ca ital |
Ow n Sh are s |
Re d ser ves an Re tain ed Ea rnin |
Ne t Pro Los |
To tal |
|---|---|---|---|---|---|
| 2, 000 000 000 , , |
( 138 044 363 ) , , |
1, 364 273 482 , , |
65 138 044 , , |
3, 29 1, 367 163 , |
|
| - - |
- - |
3, 256 902 , - |
( 3, 256 902 ) , ( 997 443 ) 55, , |
- ( 997 443 ) 55, , |
|
| 14 | - - |
- - |
- 58 353 78 1 , , |
- ( 5, 883 699 ) , |
- 52 470 082 , , 78 94 1, 388 |
| - | - | , - |
4, 955 378 , |
, 4, 955 378 , 106 000 |
|
| - 2, 000 000 000 , , |
, ( ) 138 150 363 , , |
- 1, 504 825 553 , , |
- 4, 955 378 , |
( ) , 3, 37 1, 630 568 , |
|
| 2, 000 000 000 , , |
- | 1, 316 594 330 , , |
16 503 135 , , |
3, 333 097 465 , , |
|
| - - |
- - |
82 5, 157 ( 44 322 022 ) , , |
( 825 157 ) , ( 15, 677 978 ) , |
- ( 60, 000 000 ) , |
|
| 14 | - - - |
- - - |
- 8, 212 975 , - |
- - - |
- 8, 212 975 , - |
| - | - | - | 114 906 936 , , |
114 906 936 , , |
|
| - | - | - | - | - 3, 396 217 376 , , |
|
| p - 2, 000 000 000 , , |
- ( ) 106 000 - |
gs 78 94 1, 388 1, 28 1, 310 440 , |
fit/( s) - 114 906 936 , , |
The accompanying notes are part of these financial statements.
In case of discrepancies the Portuguese version prevails.) (Translation of individual financial statements originally issued in Portuguese.
(Amounts expressed in euro)
| OPERATING ACTIVITIES | Notes | 30.June.2008 | 30.June.2007 |
|---|---|---|---|
| Net cash flow from/ (used in) operating activities (1) | (3,460,045) | (4,452,303) | |
| INVESTING ACTIVITIES | |||
| Cash receipts arising from: | |||
| Investments | 141,603 | 247,777,285 | |
| Tangible and intangible assets | - | 150 | |
| Interest and similar income | 30,199,254 | 21,497,823 | |
| Dividends | 94,979,579 | 76,848,426 | |
| Others | - | 400,000 | |
| Loans granted | 183,676,000 | 861,241,791 | |
| 308,996,436 | 1,207,765,475 | ||
| Cash Payments arising from: | |||
| Investments | (50,000) | - | |
| Tangible and intangible assets | (4,776) | (66,042) | |
| Loans granted | (346,753,000) | (1,820,401,995) | |
| (346,807,776) | (1,820,468,037) | ||
| Net cash from/ (used in) investing activities (2) | (37,811,340) | (612,702,562) | |
| FINANCING ACTIVITIES | |||
| Cash receipts arising from: | |||
| Loans obtained | 132,200,000 | 5,181,208,786 | |
| 132,200,000 | 5,181,208,786 | ||
| Cash Payments arising from: | |||
| Loans obtained | (103,200,000) | (4,420,970,400) | |
| Interest and similar charges | (14,083,169) | (20,777,144) | |
| Dividends | (59,986,478) | (55,983,782) | |
| Purchase of own shares | - | (106,000) | |
| (177,269,647) | (4,497,837,326) | ||
| Net cash from/ (used in) financing activities (3) | (45,069,647) | 683,371,460 | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | (86,341,032) | 66,216,595 | |
| Cash and cash equivalents at the beginning of the period | 86,696,142 | 130,514,092 | |
| Cash and cash equivalents at the end of the period | 7 | 355,110 | 196,730,687 |
The accompanying notes are part of these financial statements.
(Translation of individual financial statements originally issued in Portuguese. In case of discrepancies the Portuguese version prevails)
SONAE, SGPS, SA ("the Company" or "Sonae"), has its head-office at Lugar do Espido, Via Norte, Apartado 1011, 4470- 909 Maia, Portugal.
Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accounting policies adopted are consistent with those followed in the preparation of annual financial statements for the year ended 31 December 2007.
As at 30 June 2008 and 2007 and 31 December 2007 the Company held investments in the following affiliated and associated undertakings:
| 30.June.2008 | ||||||
|---|---|---|---|---|---|---|
| Company | % Held | Carrying | Acquisition | Fair Value | ||
| amount | cost | Reserve | ||||
| Sonae Distribuição, SGPS, SA (a) | 74.98% | 1,690,800,661 | 1,326,729,831 | 364,070,830 | ||
| Sonae Sierra SGPS, SA (b) | 50.00% | 864,377,819 | 490,113,339 | 374,264,480 | ||
| Sonaecom, SGPS, SA | 0.01% | 50,136 | 109,495 | (59,359) | ||
| MDS, SGPS, SA | 100.00% | 20,000,000 | 20,000,000 | - | ||
| Sontel BV (c) | 100.00% | 100,000 | 100,000 | - | ||
| Sonae Investments BV (d) | 100.00% | 18,151 | 18,151 | - | ||
| Others | - | 392,364 | 392,364 | - | ||
| Total | 2,575,739,131 | 1,837,463,180 | 738,275,951 |
| 30.June.2007 | ||||||
|---|---|---|---|---|---|---|
| Company | % Held | Carrying | Acquisition | Fair Value | ||
| amount | cost | Reserve | ||||
| Sonae Distribuição, SGPS, SA (a) | 74.98% | 1,690,800,661 | 1,326,729,831 | 364,070,830 | ||
| Sonae Sierra SGPS, SA (b) | 50.00% | 797,568,420 | 490,113,339 | 307,455,081 | ||
| Sonaecom, SGPS, SA | 0.01% | 115,880 | 109,495 | 6,385 | ||
| Sonae Capital, SGPS, SA | 100.00% | 382,638,253 | 382,638,253 | - | ||
| Sontel BV (c) | 100.00% | 100,000 | 100,000 | - | ||
| Sonae Investments BV (d) | 100.00% | 18,151 | 18,151 | - | ||
| Others | - | 2,796,867 | 2,796,867 | - | ||
| Total | 2,874,038,232 | 2,202,505,936 | 671,532,296 |
| 31.December.2007 | |||||||
|---|---|---|---|---|---|---|---|
| Company | % Held | Carrying | Acquisition | Fair Value | |||
| amount | cost | Reserve | |||||
| Sonae Distribuição, SGPS, SA (a) | 74.98% | 1,690,800,661 | 1,326,729,831 | 364,070,830 | |||
| Sonae Sierra SGPS, SA (b) | 50.00% | 856,602,000 | 490,113,339 | 366,488,661 | |||
| Sonaecom, SGPS, SA | 0.01% | 78,041 | 109,495 | (31,454) | |||
| MDS, SGPS, SA | 100.00% | 20,000,000 | 20,000,000 | - | |||
| Sontel BV (c) | 100.00% | 100,000 | 100,000 | - | |||
| Sonae Investments BV (d) | 100.00% | 18,151 | 18,151 | - | |||
| Others | - | 342,365 | 342,365 | - | |||
| Total | 2,567,941,218 | 1,837,413,181 | 730,528,037 |
(a) - Formely Modelo Continente, SGPS, SA. This investment is valued at the price paid in the public tender offer for de-listing occurred in 2006.
(b) - Market value was determined based on an independent valuation as the corresponding period of assets held by this jointly controlled company, after deduction of associated net debt and the share attributable to minority investments, and excluding promote fees and transaction costs.
(c) - Sontel BV owns 53.09% da Sonaecom, SGPS, SA as at 30 June 2008.
(d) - Sonae Investments BV owns 15.93% of Sonae Distribuição, SGPS, SA as at 30 June 2008.
As at 30 June 2008 and 2007 and 31 December 2007 other non-current assets are detailed as follows:
| 30.June.2008 | 30.June.2007 | 31.December.2007 | |
|---|---|---|---|
| Loans granted to group companies | 1,289,824,999 | 1,697,531,743 | 1,086,866,999 |
| Guarantee deposits | 4,183 | 7,205 | 4,183 |
| 1,289,829,182 | 1,697,538,948 | 1,086,871,182 |
As at 30 June 2008 and 2007 and 31 December 2007 trade account receivables and other current assets are detailed as follows:
| 30.June.2008 | 30.June.2007 | 31.December.2007 | |
|---|---|---|---|
| Trade account receivables | 578,822 | 355,970 | 1,392,495 |
| Group companies | 59,042,447 | 176,133,742 | 92,609,951 |
| Taxes and contributions receivable | 1,914,066 | 2,022,200 | 2,066,250 |
| Accrued income and prepayments | 1,282,570 | 2,259,445 | 521,229 |
| Others | 678,717 | 731,629 | 737,328 |
| Cash flow hedge derivatives | 709,265 | - | 242,719 |
| 64,205,887 | 181,502,986 | 97,569,972 |
As at 30 June 2008 and 2007 and 31 December 2007 cash and cash equivalents are detailed as follows:
| 30.June.2008 | 30.June.2007 | 31.December.2007 | |
|---|---|---|---|
| Cash at hand | 1,388 | 2,500 | 2,500 |
| Bank deposits | 353,722 | 196,728,187 | 88,354,498 |
| Cash and cash equivalents on the balance sheet | 355,110 | 196,730,687 | 88,356,998 |
| Bank overdrafts | - | - | 1,660,856 |
| Cash and cash equivalents on the cash flow statement | 355,110 | 196,730,687 | 86,696,142 |
As at 30 June 2008 and 2007 and 31 December 2007 share capital consisted of 2,000,000,000 ordinary shares of 1 euro each.
As at 30 June 2008 and 2007 and 31 December 2007 this caption included the following loans:
| 30.June.2008 | 30.June.2007 | 31.December.2007 | |
|---|---|---|---|
| Nominal value of bonds | 500,000,000 | 500,000,000 | 500,000,000 |
| Up-front fees not yet charged to income statement | (2,689,878) | (3,308,514) | (2,999,196) |
| Bonds | 497,310,122 | 496,691,486 | 497,000,804 |
| Non-current loans | 497,310,122 | 496,691,486 | 497,000,804 |
| Commercial paper (a) | 29,000,000 | 232,500,000 | - |
| Nominal value of Sonae/97 bonds | - | 74,819,685 | - |
| Up-front fees not yet charged to income statement | - | (16,558) | - |
| Bank Overdrafts | - | - | 1,660,856 |
| Derivatives | 832 | - | - |
| Current loans | 29,000,832 | 307,303,127 | 1,660,856 |
(a) Short term commercial paper programme, privately placed, launched on 23 August 2004, valid for a ten year period, which may be extended at the option of the company, with a maximum limit of 350,000,000 euro.
Bonds SONAE / 05 amounting to 100,000,000 euro, repayable after 8 years, in one instalment, on 30 June 2013. Interest rate equals Euribor 6 months plus 0.875%, with interest paid half-yearly.
Bonds Sonae 2006/2011 amounting to 250,000,000 euro, repayable after 5 years, in one instalment, on 10 May 2011. Interest rate equals Euribor 6 months plus 0.65%, with interest paid half-yearly. The company has the option to make whole or partial reimbursements, with no extra cost, on the date of the 6th and 8th coupons.
Bonds Sonae 2007/2014 amounting to 150,000,000 euro, repayable after 7 years, in one instalment, on 11 April 2014. Interest rate equals Euribor 6 months plus 0.6%, with interest paid half-yearly. The company has the option to make whole or partial reimbursements, with no extra cost, on the date of the 10th and 12th coupons.
As at 30 June 2008 and 2007 and 31 December 2007 the analysis of the maturity of loans are as follows:
| 30.June.2008 | 30.June.2007 | 31.December.2007 | |
|---|---|---|---|
| N+1 | 29,000,832 | 307,303,127 | 1,660,856 |
| N+2 | - | - | - |
| N+3 | 250,000,000 | - | - |
| N+4 | - | 250,000,000 | 250,000,000 |
| N+5 | 100,000,000 | - | - |
| after N+5 | 150,000,000 | 250,000,000 | 250,000,000 |
As at 30 June 2008 and 2007 and 31 December 2007, trade creditors and other current liabilities are detailed as follows:
| 30.June.2008 | 30.June.2007 | 31.December.2007 | |
|---|---|---|---|
| Trade creditors | 697,036 | 303,481 | 476,418 |
| Group companies | - | 751,733,801 | - |
| Taxes and contributions payable | 108,336 | 342,604 | 1,588,469 |
| Accrued expenses | 6,812,819 | 21,875,186 | 6,828,069 |
| Others | 75,208 | 49,557 | 181,862 |
| 7,693,399 | 774,304,629 | 9,074,818 |
| 30.June.2008 | 31.December.2007 | |
|---|---|---|
| Guarantees given: | ||
| on tax claims | 1,776,135 | 1,776,135 |
| on judicial claims | 425,965 | 355,199 |
As at 30 June 2008 and 2007, investment income can be detailed as follows:
| 30.June.2008 | 30.June.2007 | |
|---|---|---|
| Dividends received | 94,979,579 | 76,848,426 |
| Gains/(Losses) on sale of investments | - | (79,541,261) |
| 94,979,579 | (2,692,835) |
Earnings per share for the period were calculated taking into consideration the following amounts:
| 30.June.2008 | 30.June.2007 | |
|---|---|---|
| Net profit Net profit taken into consideration to calculate basic earnings per share (Net profit for the period) |
114,906,936 | 4,955,378 |
| Effect of dilutive potential shares | - | - |
| Interest related to convertible bonds (net of tax) | - | - |
| Net profit taken into consideration to calculate diluted earnings per share: | 114,906,936 | 4,955,378 |
| Number of shares | ||
| Weighted average number of shares used to calculated basic earnings | 2,000,000,000 | 1,866,642,981 |
| Effect of dilutive potential ordinary shares from convertible bonds | - | - |
| Weighted average number of shares used to calculated diluted earnings per share |
2,000,000,000 | 1,866,642,981 |
| Profit/(Loss) per share (basic and diluted) | 0.0575 | 0.0027 |
The detail of changes in reserves in the three months ended on 30 June 2008 and 2007 may be summarised as follows:
| 30.June.2008 | 30.June.2007 | |
|---|---|---|
| Fair value reserve | 7,747,913 | 52,470,082 |
| Free reserves | - | 5,883,699 |
| Hedging reserve | 465,062 | - |
| 8,212,975 | 58,353,781 |
On 22 August 2008 Sonae SGPS, S.A. subscribed a capital increase in its subsidiary Sonae Investments BV of 549,981,800 euro, increasing its share capital to 2,000,000 euro with a premium of 548,000,000 euro.
On the same date Sonae SGPS, S.A. and Sonae Investments BV subscribed a capital increase in Sontel BV of 191,241,400 euro and 288,658,600 euro, respectively. The share capital of Sontel BV increased to 2,000,000 euro with a premium of 478,000,000 euro. After the mentioned share capital increase Sonae SGPS, S.A. direct holding in Sontel BV is 42.9% and the remaining is owned by Sonae Investments BV.
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 26 August 2008.
In the six months ended 30 June 2008 shareholders' loan contracts were entered into with the following companies:
MDS, SGPS, SA Sonae Investments, BV Sontel, BV
In the six months ended 30 June 2008 short-term loan contracts were entered into with the following companies:
MDS Corretor de Seguros, SA Sonae Distribuição, SGPS, SA Sonaecenter, Serviços, SA
As at 30 June 2008 amounts owed by affiliated undertakings can be summarized as follows:
| Companies | Closing Balance |
|---|---|
| MDS, SGPS, SA | 72,690,260 |
| Sonae Investments, BV | 1,010,595,699 |
| Sontel, BV | 229,229,300 |
| Sonaecenter, Serviços, SA | 606,000 |
| 1,313,121,259 |
As at 30 June 2008 there were no amounts owed to affiliated undertakings.
The Board of Directors
Belmiro de Azevedo
Álvaro Cuervo Garcia
Michel Marie Bon
José Neves Adelino
Duarte Paulo Teixeira de Azevedo
Álvaro Carmona e Costa Portela
Ângelo Gabriel Ribeirinho dos Santos Paupério
Nuno Manuel Moniz Trigoso Jordão
AUDITOR'S LIMITED REVIEW REPORT
(Translation of a report originally issued in Portuguese. In case of discrepancies the Portuguese version prevails)
Porto, 26 August 2008
DELOITTE & ASSOCIADOS, SROC, S.A. Represented by Luís Augusto Gonçalves Magalhães
This document may contain forward-looking information and statements, based on management's current expectations or beliefs. Forward-looking statements are statements that are not historical facts.
These forward-looking statements are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including, but not limited to, changes in economic conditions and the effects of competition. orward-looking statements may be identified by words such as "believes," "expects," "anticipates," "projects," "intends," "should," "seeks," "estimates," "future" or similar expressions.
Although these statements reflect our current expectations, which we believe are reasonable, investors and analysts are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. You are cautioned not to put undue reliance on any forward-looking information or statements. We do not undertake any obligation to update any forward-looking information or statements.
Report available in Sonae SGPS's institutional website www.sonae.pt
Rita Barrocas Communication Manager [email protected] Tel: 351 22 940 1705
Patrícia Mendes Investor Relations Manager [email protected] Tel.: 351 22 010 4794
Sonae SGPS, SA Lugar do Espido Via Norte 4471-909 Maia Portugal Tel.:+351 22 9487522 Fax: +351 22 940 4634
Sonae SGPS is listed on the Euronext Stock Exchange. Information may be accessed on Reuters under the symbol SONP.IN and on Bloomberg under the symbol SONPL.
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