INDIVIDUAL FINANCIAL STATEMENTS

Transcrição

1 INDIVIDUAL FINANCIAL STATEMENTS 1st Half

2 SAG GEST Soluções Automóvel Globais, SGPS, SA Listed Company Capital Stock: EUR Tax Payer No.: Registered at the Amadora Registrar of Companies under the single registration and taxpayer number Headquarters: Estrada de Alfragide, nº 67 Alfragide, Amadora Office: Alfrapark Edifício SGC, 2º Floor Amadora Tel: Fax: Web: 2

3 Management Report 1 st Half

4 MANAGEMENT REPORT 1 ST HALF 2008 INDIVIDUAL FINANCIAL STATEMENTS In accordance with the applicable regulations and the Company s Articles of Incorporation, we hereby submit to the Shareholders the Management Report and the Individual Financial Statements of SAG for the six months ended 30 June General Considerations Automobile Retail In the area of Automobile Distribution, SIVA ranked 1st at the end of the semester in sales of light passenger cars (LPV), with a 13.03% market share (13.52% at the end of the 1st Semester of 2007), corresponding to a total of 14,902 units sold. As regards light commercial vehicles (LCV), SIVA has a 5.08% market share (5.71% in the same period last year), with 1,455 vehicles sold. Therefore, with a total of 16,357 vehicles sold in the light vehicle market (LPV + LCV), SIVA has a 11.44% market share (11.38% in the 1st semester of 2007). It is worth mentioning that, in line with what happened in the first quarter, in the second quarter there was a high demand for models of recent launches made in all makes which could not be fully met. That is the case of the Tiguan and Golf Blue Motion (VW), Audi A4 and Audi A4 Avant (Audi) and Fabia Break (Skoda). Volkswagen (LPV) sales, with a total of 9,026 vehicles sold, shows a 4.14% increase vs. sales in the same period last year. Audi sold 3,603 cars in the semester, a drop vs. the 4,056 cars sold in the 1st semester of With 2,267 cars sold, Skoda saw a 25.04% increase vs. figures for the same semester in In the Automobile Retail area, Soauto dealerships sold 1,894 new cars and 762 used cars during the first six months of the year. In what concerns Specialized Retail, Globalcar, the Group company whose business is the sale of seminew and used cars to the end consumer, sold 753 vehicles this semester. 4

5 Automobile Services a) Portugal In the Renting business in Portugal, which is conducted through Santander Consumer Multirent, results achieved show an increase in business vs the same period last year, with 10,938 (+8%) contracts in portfolio, corresponding to 181 million (+5.9%) in financed capital. In the Car Auctioning (Remarketing) business, Manheim Portugal sold 4,273 vehicles in the first semester. b) Spain In Spain, the partly owned company Santander Consumer Iber-Rent had, at the end of the 1st semester of 2008, a fleet of 17,812 vehicles, a 3.7% increase vs. the same period last year. c) Poland Santander Consumer Multirent, Sp Zoo ended the semester with a portfolio if approximately 200 contracts. This company started to operate in the second half of the first quarter this year. d) Brazil Business in Brazil, conducted through Unidas, saw high growth levels during the semester, as was the case throughout Thus, in the Renting and Fleet Management (Fleet) business, the number of contracts (including franchising activity) rose to 23,294, i.e., 41,5% above results achieved at the end of the first semester last year. On the other hand, total financed capital reached 630 million Reals (approx. 260 million), a 48% increase vs. the same period in The Rent-a-Car business also saw increased business, with the number of rental days (495,000 days, including Franchises) increasing 37.6% vs. the same period in the previous year. End-of-Life Vehicle Recycling (ELV) Ecometais, a company which was acquired by SAG in the second semester of 2007 and operates in the end-of-life vehicle recycling business, saw a production of approximately 34 thousand tons during the semester and contributed approximately 11 million to SAG s consolidated revenue. Earnings The Company s Net Profit for the first six months ending 30 June 2008 recorded a positive amount of EUR ,64. 5

6 Dividends distribution The board of Directors, in line with the approved Dividends policy, will recommend that Shareholders approve at the next Shareholders Meeting the payment of an interim dividend for the 1st half 2008 of EUR 0,0202 (twoo cents and two tenths of a cent) per share corresponding to a total dividend of EUR ,84, which represents approximately 60% of the Consolidated Net Profits for the period. Perspectives for the 2 nd Half 2008 During the 2nd half, SAG expects to continue in the trend of the results achieved in the first half of the year, by strengthening the competitive positioning of its business operations in the various markets it is present. Treasury stock On 31 December 2007, the Company held shares in treasury stock, of which were held directly and 5,100 were held by affiliate Rolporto, SA, with a nominal value of 1 each. This portfolio of Treasury Stock shares represented 6,1134% of the total of shares representing the registered share capital of the Company as at 31 December 2007, with an average acquisition unit price of 1,7174. During the period, SAG Gest acquired shares at an average unit price of 2,3952. From the total of acquired shares, the acquisition of , was a result of the closing of a swap operation, dealt in December 2000 with a financial institution. On 30 June 2008, the Company held shares in treasury stock, of which 9,673,315 were held directly, with a nominal value of 1 each. This portfolio of Treasury Stock shares represented 9,8% of the total of shares representing the registered share capital of the Company as at 30 June 2008, with an average acquisition unit price of The aim of these acquisitions was to contribute to increased liquidity of the shares in the market under the agreement signed with Banco de Investimento Global as Liquidity Provider with the aim of fostering SAG stock liquidity in the market, through which the commitment was made to buy stock under specific circumstances. Final Note In compliance with the legal and statutory provisions, the Board of Directors submits to the Shareholders approval the Half Year 2008 Report and Accounts, in the firm belief that, to the best of its knowledge, information contained in the same was prepared in compliance with the applicable accounting standards and gives an accurate and adequate image of the Company s assets and liabililities, financial situation and results, and that the Management Report accurately reflects the development of business, 6

7 performance and position of the Company and contains a description of the main risks and uncertainties that confront them. Alfragide, 27 August 2008 The Board of Directors João Manuel de Quevedo Pereira Coutinho Esmeralda da Silva Santos Dourado Carlos Alexandre Antão Valente Coutinho Fernando Jorge Cardoso Monteiro António Carlos Romeiras de Lemos Manuel Ferro da Silva Meneses Rui Eduardo Ferreira Rodrigues Pena José Maria Cabral Vozone Pedro Roque de Pinho de Almeida 7

8 SHARES OWNERSHIP BY THE MEMBERS OF CORPORATE BODIES Shareholders Shares Nr. of securities Nr. of Securities Transactions executed on 1st. Semester 2008 Acquisitions Sales Date Unit price (Eur) Members of the Corporate Bodies Board of Directors João Manuel de Quevedo Pereira Coutinho SAG - SGPS, SA SGC - SGPS, SA Esmeralda da Silva Santos Dourado SGC - SGPS, SA AA00, SA UNIDAS, SA 1 1 Carlos Alexandre Antão Valente Coutinho SAG - SGPS, SA SGC - SGPS, SA AA00, SA UNIDAS, SA 1 1 Fernando Jorge Cardoso Monteiro SAG - SGPS, SA AA00, SA Manuel Ferro Silva Meneses SAG - SGPS, SA Pedro Roque de Pinho de Almeida UNIDAS, SA 1 1 Rui Eduardo Ferreira Rodrigues Pena SGC - SGPS, SA António Carlos Romeiras de Lemos UNIDAS, SA 2 2 Spouses Ana Paula da Silva Nunes Valente Coutinho SAG - SGPS, SA

9 QUALIFIED OWNERSHIP POSITIONS 30 June 2008 SGC Investimentos - SGPS, SA (*) Direct ownership (*) 100% owned by SGC - SGPS, SA 17,391,110 shares, representative of 10.24% of the share capital and corresponding to 11.37% of voting rights. SGC - SGPS, SA (**) Direct ownership 111,221,824 shares, representative of 65.52% of the share capital and corresponding to 72.69%of voting rights. Indirect ownership 17,391,110 shares held by SGC Investimentos - SGPS, SA, representative of 10.24% of share capital and corresponding to 11.37% of voting rights. (**) 99.80% owned by João Manuel de Quevedo Pereira Coutinho Dr. João Manuel de Quevedo Pereira Coutinho Direct ownership Indirect ownership Global Sum 3,915 shares, representative of % of the share capital and corresponding to % of voting rights. 111,221,824 shares held by SGC - SGPS, SA, representative of 65.52% of share capital and corresponding to 72.69% of voting rights. 17,391,110 shares held by SGC Investimentos - SGPS, SA, representative of 10.24% of share capital and corresponding to 11.37% of the voting rights. 128,616,849 shares, representative of 75.76% of share capital and corresponding to 84.06% of voting rights. Millennium bcp Gestão de Fundos de Investimento, SA Millennium Acções Portugal 1,893,643 shares, representative of 1.12% of the share capital and corresponding to 1.24% of voting rights. Millennium PPA Millennium Poupança PPR Millennium Investimento PPR Millennium Aforro PPR 1,424,751 shares, representative of 0.84% of the share capital and corresponding to 0.93% of voting rights. 82,989 shares, representative of 0.05% of the share capital and corresponding to 0.05% of the voting rights. 41,500 shares, representative of 0.02% of the share capital and corresponding to 0.03% of the voting rights. 12,500 shares, representative of 0.007% of the share capital and corresponding to 0.008% of the voting rights. 9

10 Global Sum 3,455,383 shares, representative of 2.04% of the share capital and corresponding to 2.26% of the voting rights. Barclays Bank Plc Barclays Bank Plc Barclays Capital Securities Ltd. Barclays Fundos Global Sum 4,687,500 shares, representative of 2.76% of the share capital and corresponding to 3.06% of the voting rights. 5,683 shares, representative of 0.003% of the share capital and corresponding to 0.004% of the voting rights. 419,562 shares, representative of 0.25% of the share capital and corresponding to 0.27% of the voting rights. 5,112,745 shares, representative of 3.01% of the share capital and corresponding to 3.34% of voting rights. 10

11 Individual Financial Statements 1 st Half

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16 Notes to the Individual Financial Statements 1 st Half

17 NOTES TO THE FINANCIAL STATEMENTS AS AT 30 June 2008 INTRODUCTION The following Notes were prepared closely bearing in mind the requirements set forth in the International Financial Reporting Standards, since it is considered that the additional information provided in accordance with these terms exceeds the minimum requirements established in the local standards (Portuguese Official Chart of Accounts - POC). Therefore, and except in what concerns their numbering, the Notes to the Financial Statements comply with the criteria defined in the POC. 1. GENERAL INFORMATION REGARDING THE COMPANY S ACTIVITY Financial Statements as at 30 June 2008 were approved by the Board of Directors. The main activity of SAG GEST, SA is the management of investments in other Companies, as an indirect form of conducting economical activities. 2. SUMMARY OF MAIN ACCOUNTING POLICIES Bases for Preparation The Financial Statements of SAG GEST, SA were prepared in accordance with accounting principles that are generally accepted in Portugal. Therefore, this report was prepared in accordance with the historical cost convention (modified by the re-evaluation of tangible assets), on the basis of the continuity of operations in accordance with the accounting principles of prudence, consistency, substance over form and materiality. All amounts shown in the Notes herein are expressed in Euros, unless stated otherwise. Changes in accounting policies The accounting policies are consistent with those applied in previous years (unless stated otherwise). Instead of adopting the minimum requirements set forth in the Portuguese accounting regulations, it was decided to implement certain adaptations, which were deemed to be necessary for a better understanding of the Company s economic and financial situation as explained herein. Investments in affiliates Investments in the share capital of Affiliated Companies, as well as securities, are recognized at cost. The corresponding dividends are only recognized when their payment has been secured. Any interest from securities is booked in the corresponding period. 17

18 Foreign Exchange Transactions The functional currency used in the preparation of SAG GEST, SA s Financial Statements is the Euro. Transactions in foreign currencies (outside the Euro zone) are converted into Euros using the exchange rate prevailing on the date of the transaction. Foreign currency denominated accounts receivable and payable are converted into Euros using the exchange prevailing on Balance Sheet date. All exchange rate differences are recognized as income or expense during the period in which they occur. Land, Buildings and Equipment Buildings and Equipment are recognized at cost, net of the corresponding accumulated depreciation. Depreciation is calculated using the straight-line method, in compliance with the provisions of Decree no. 2/90, dated 12 January The value of fixed assets is fully depreciated during the assets useful life, and the following depreciation rates apply: % Buildings and Other Constructions 2,00 Basic Equipment 25,00 to 31,25 Office Equipment 12,50 to 25,00 Other Tangible Assets 20,00 to 33,33 Financial costs Loans are recognized as liabilities at their nominal value, and their costs are recognized as expenses in the period to which they relate. Intangible assets Intangible assets are valued at cost. Depreciation is calculated on a straight-line basis, using depreciation rates that allow the complete depreciation of these assets during their respective useful lives. Debtors Accounts Receivable are recognized at invoice value after deducting any adjustments for bad debt accounts. Adjustments for bad debt accounts are recognized when there are doubts regarding the possibility to collect debt, when collection is no longer probable or on the basis of their respective ageing. Creditors Accounts Payable are booked at invoice value. Cash and cash equivalents The Cash and Cash equivalents amount shown includes money and highly liquid investments that can be quickly converted into cash with an insignificant impact to their value. Bank Debt Bank debt recognized in the Company s Balance Sheet is exclusively engaged with financial entities that conduct their operations in Portugal. 18

19 Provisions Provisions are made when the Company has a present (legal or constructive) obligation based on past actions, when it is probable there may be a future financial payment in connection with such obligation, and the latter can be measured reliably. Income Recognition Income is recognized as such and to the extent that it is possible that the Company will obtain a future economic benefit and that the latter value can be assessed reliably. In order for income to be recognized, the following criteria also have to be fulfilled: Services Income from services is recognized during the period in which they are provided, regardless of whether or not the relevant invoice was issued. Interest Interest income is accrued so that it is recognized in the corresponding period, regardless of whether or not the corresponding support document was generated. Dividends Dividend income is recognized when the Shareholder s right to receive such dividends is established. Income tax In accordance with current legislation, tax returns can be subject to revision and correction by the tax authorities for a four-year period (five to ten years for Social Security, depending on the application of the transitional regime). Therefore, the Company s tax returns in respect of the years 2005 to 2008 could still be subject to revisions, although the Company considers that any possible corrections resulting from tax revisions to such tax returns will not have any material impact on the Financial Statements as at 30 June The Company recognizes deferred taxes as a procedure, in accordance with the terms and conditions set forth in Portuguese Accounting Standard no. 28, as a way of suitably matching the tax effects of its operations to exclude distortions associated with tax criteria that would affect the economic results of certain transactions. The movement recognized during the period, and the reconciliation between the Provision for Income Taxes for the period and current income tax, as well as the breakdown of deferred taxes are described in Note 5 below. Financial instruments The Company regularly uses financial instruments or derivative financial instruments in the regular course of its operations, with the single and explicit purpose of minimizing its exposure to risks related to the fluctuation of interest and exchange rates, and not for negotiation or speculation purposes. The Company s preferential coverage instrument to protect against the said interest rate fluctuation risks is interest rate swap operations. Interest payable or receivable with regard to these instruments is balanced against income or expenses until maturity of the operations. De-recognition of financial instruments occurs when the Company no longer controls the contractual rights that govern such financial instruments, which regularly occurs when they are sold or when cash-flows from said instruments are transmitted to a third party. The Company normally engages forwards or currency options to cover exchange rate fluctuations. A mark-to-market assessment is made on a monthly basis as regards these instruments. The result of this assessment is recognized in the income statement (Note 4). 19

20 3. REPORTING BY BUSINESS SEGMENT The Company s main reporting format is the report by business segments. The identified business areas are managed separately based on the nature of the products or services provided. Each segment represents a strategic business unit that offers different products and serves various markets. The presented segment refers to legal, financial and tax consultancy services provided to the Affiliated Companies. Business segments The following chart represents the results, assets and liabilities as at 30 June 2008 and their comparison to identical information as at 30 June 2007, with regard to the several business segments in which the Company does business: Geographical Segments With the exception of a credit balance in the amount of 104,970 euros corresponding to Shareholders Assets involving operations in Brazil (Note 22), all services were provided within the Portuguese domestic market, and therefore information by geographic segment is not relevant. 20

21 4. OTHER OPERATING INCOME AND EXPENSES Other Income and Expenses are detailed as follows: Financial Income and Expenses are detailed as follows: 21

22 5. INCOME TAX The main Income Tax components as at 30 June 2008 and 2007 are as follows: The Company is taxed according to the Special Tax Arrangements applicable to Corporate Groups. Therefore, the amount shown under Deferred Income Tax corresponds to the tax benefit resulting from the application of the above-mentioned Arrangements which will be used by the Group in the financial year. 22

23 The reconciliation between statutory tax rates applied to recognized income and the effective tax rates applied (after corrections) for the six-month period ending 30 June 2008 and 2007 are as follows: 23

24 The following entries were booked to the Deferred Tax accounts during the six-month period ending 30 June 2008 and 2007: 7. EARNINGS PER SHARE Earnings per share as at 30 June 2008 and 2007 are as follows: 8. DIVIDENDS PAID AND PROPOSED The allocation of earnings for the six-month period ending 30 June 2008 and 2007 were the following: 24

25 9. LAND, BUILDINGS AND EQUIPMENT Movements in the Buildings and Equipment accounts during the six-month period ending on 30 June 2008 and 2007 FY were as follows: 25

26 11. INTANGIBLE ASSETS Movements in the Intangible Assets accounts during the six-month period ending on 30 June 2008 and 2007 FY were as follows: 26

27 12. FINANCIAL INVESTMENTS Financial investments as at 30 June 2008 and 31 December 2007 are detailed as follows: 27

28 During the six-month period ending on 30 June 2008, variations in the Financial Investments account were as follows: In the six month period ending on 30 June 2008, the result of alienations was as follows: 28

29 16. ACCOUNTS RECEIVABLE Accounts payable as at 30 June 2008 and 31 December 2007 are broken down as follows: Terms and conditions applied to related party (intra-group) transactions are described in Note

30 17. CASH AND MARKETABLE SECURITIES The Cash and Marketable Securities balance shown in the Balance Sheet includes values with a maturity of three months or less. The Cash and Cash Equivalents information as shown in the Statement of Cash Flows is net of bank overdrafts. As at 30 June 2008, the Company had a total of 100,381,476 in bank facilities available to be used in the fulfilment of its operating requirements. 30

31 18. ISSUANCE OF CAPITAL AND RESERVES Excluding the treasury stock held on 30 June 2008 (16,760,815 shares), Registered Share Capital is fully subscribed and paid up, and is represented by 169,764,398 bearer shares with a par value of 1.00, of which 111,221,824 shares are owned by the majority shareholder SGC-SGPS, SA (65.5 % of share capital), and 17,391,110 shares are owned by SGC-Investimentos, SGPS, SA (10.2% of share capital). 31

32 Movements in Equity during the six-month period ending 30 June 2008 and in the 2007 FF were as follows: The amount shown under Other Reserves represents the difference between the acquisition value and the sales value of treasure stock. 32

33 19. BANK DEBT Bank Debt as at 30 June 2008 and 31 December 2007 is detailed as follows: Interest rates on overdrafts are in line with standard market rates. 20. PROVISIONS FOR OTHER RISKS AND CHARGES Changes in the balance of Provisions for Other Risks were as follows: Provisions for other risks and charges refer to specific risks and are reassessed every year. 33

34 21. CREDITORS Accounts payable as at 30 June 2008 and 31 December 2007 are broken down as follows: Terms and conditions applied to related (intra-group) transactions are described in Note

35 22. RELATED PARTY DISCLOSURES The balance and transactions with related parties, i.e. with Companies capable of controlling or significantly influencing financial and operational decisions, are as follows: Terms and conditions applicable to transactions performed with related Companies are the same as those applied to transactions with bone fide unrelated third parties, which are identical to normal market practices. 35

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38 Among the balances shown in the table above, there is a balance under Shareholders Assets totalling Eur 72, concerning SGC which refers to a currency operation negotiated between SAG and SGC. The said currency operation in the nominal value of BRL 49,326,314 is to ensure full coverage of the risk of fluctuation in the BRL /EUR exchange rate involving an asset in Reals, recorded in SAG s Balance Sheet (financing provided to Unidas). This currency operation will enable SAG to establish the exchange rate and, subsequently, to establish the Euro equivalent of the said Asset. The results achieved with this currency operation are totally offset by reverse results achieved in the currency conversion from Reals to Euros of the covered asset. 23. FINANCIAL INSTRUMENTS As at 30 June 2008, the following financial instruments were active: (1) Instruments negotiated on behalf of an Affiliate. The relevant Charges and Income were registered by that company. (2) On 30 June 2008, this currency operation had generated a cumulative negative result in the amount of Eur 72,392.08, which is reflected in an account receivable of SGC, as stated on Note

39 24. COMMITMENTS AND CONTINGENCIES Guarantees As at 30 June 2008 and 31 December 2007, the Company s liability for issued bank guarantees was as follows: 39

40 Contingencies The Portuguese Tax Authorities issued additional Income Tax assessment notes to SAG GEST with regard to Income Tax owed for the years 1999 to 2003 totalling EUR 3,839, Tax returns concerned by these additional liquidation notes have been presented under the terms of special taxation regime for company groups. Because the Company disagrees with the basis for issuance of the said notes, it has initiated, or will initiate, within the applicable legal deadlines, legal proceedings against each one of the said notes, reason why these costs have not been reflected in the Financial Statements as at 30 June In the opinion of the Board of Directors, based on recommendations issued by well renowned independent entities, probabilities of success of the contesting processes are high. 25. SUBSEQUENT EVENTS No events have taken place after the Balance Sheet date that could have a material impact on the financial statements. Alfragide, 27 August

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