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Financial Statments 1st.half 2006
SAG GEST – Soluções Automóvel Globais, SGPS, SA
Listed Company
Capital Stock: EUR 169 764 398
Tax No.: 503 219 886
CRC da Amadora nº 503 219 886
Headquarters: Estrada de Alfragide, nº 67 Alfragide
SAG GEST – Soluções Automóvel Globais, SGPS, SA – Listed Company
MANAGEMENT REPORT
1ST HALF 2006
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 2006.
Automobile Retail In the area of Automobile Distribution, and in spite of the negative trends affecting the automobile market during the first six months of 2006 which resulted in a decrease of - 6.23% in volume, SIVA sold 15,711 vehicles (14,112 light passenger vehicles and 1,599 light commercial vehicles), in line with the total volume recorded in the same period in the previous year (15,805, i.e., - 0.6%). In this context, SIVA’s total market share advanced to reach 11.03% (10.40% in the 1st semester of 2005). Market share for passenger cars increased to 12.87% (vs. 12.36% in the same period last year), while the market share for light commercial vehicles rose from 3.91% to 4.88%. The Volkswagen make ended the semester with increased sales and market share both in passenger cars and light commercial vehicles as a result of the successful launch of new VW models at the end of 2005. Therefore, and in comparison with the 1st half of 2005, volume was 8,639 units (+ 1.01%) and market share increased to 7.88% (7.33% in the previous year). On the other hand, Volkswagen sold 1,557 light commercial vehicles (+16.28%), which corresponds to a 4.75% market share (3.80% in 2005). Audi’s volume was 3,553 vehicles (-8.87%) in the first semester of this year, reflecting the maturity of the A4 range, while Skoda sold 1,917 passenger cars (-2.44%) and 42 light commercial vehicles (+7.69%). The outlook for the 2nd half of 2006, points towards a continuation of Volkswagen's positive performance and an increase in Skoda's market share. As for Audi, the slight decrease felt this semester is expected to be reversed following the introduction of a set of new models, namely the A6 All Road Quattro, S6, S8, TT coupé and a new diesel engine version of 170 CV in the A3 and A4. In the retail area, Soauto dealerships sold 2,072 new cars and 663 used cars in the semester, a decrease of 5.5% and 0.6%, respectively vs. the same period last year. In specialized retail, both Globalcar and Usado OK showed significant volume increases in the 1st half of 2006, with 927 (+42%) and 3,637 (+35%) vehicles sold, respectively. At Globalcar, with the Group’s Subsidiary operating in the sale of semi-new and used cars to the end consumer, the positive effects of the opening of the second outlet in Montijo in March last year were a major contributor to the volume growth. At Usado OK, which focuses its activities in the sale of semi-new and used vehicles to the professional market (used car retailers) car exports contributed substantially to the Company’s volume growth.
SAG GEST – Soluções Automóvel Globais, SGPS, SA – Listed Company
Automobile Services In the Operational Vehicle Rental (OVR) business in Portugal, Multirent's performance showed an increase in business vs. the same period in the previous year, both in the number of contracts and in portfolio amount which totaled 9,212 (+1.1%) and € 151 million (+4.7%) respectively. In the Spanish market, and following the May 2006 completion of the Group’s association with Santander Consumer, the OVR business is conducted through the partly owned company Santander Consumer Iber-Rent, which had a fleet of 16,958 vehicles and a total portfolio of € 232 million at the end of the 1st semester of 2006. In Brazil, Unidas continues to record significant growth rates, in line with the 2005 trend, and ended the 1st half of this year with a total of 13,237 contracts, a 65% increase vs. the same period last year. The portfolio amount as at 30 June 2006 was 270 million Brazilian Reais (approx. € 96 million) representing an increase of 60.1% vs. the closing results of the same period last year. The rent-a-car business also displayed a significant growth, with the number of days of rental increasing by 14.2%. Financial Services At the end of the 1st semester of 2006, Interbanco's financed capital portfolio totaled € 841 million for a total of 102,291 contracts, a decrease of 9.2% and 7.4% respectively vs. the same period last year. Earnings The Company’s Net Profit was affected by the distribution of dividends normally performed by Affiliate Companies (and, namely, Siva), which was postponed for the 2nd half of the year. Therefore, the Net Profit for the first six months offended 30 June 2006 recorded a negative amount of EUR 2.939.391.
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 2006 of EUR 0,026 (two cents and six tenths of a cent) per share corresponding to a total dividend of EUR 4.413.874,35, which represents approximately 60% of the Consolidated Net Profits for the period.
SAG GEST – Soluções Automóvel Globais, SGPS, SA – Listed Company
Perspectives for the 2nd Half 2006
During the 2nd half, despite modest growth estimates for the Portuguese economy, SAG expects to strengthen the penetration of its brands in the Portuguese market, benefiting from the growth dynamics registered at the end of the first half
With regards to the Brazilian economy and Unidas, the most recent indicators foresee sustained business growth, which shall strengthen the positive performance of the company.
Treasury stock Pursuant to authority granted at Shareholders Meeting held on 31 March 2005 and 31 March 2006, the Company acquired during the first half of 2006 a total of 630.000 own shares, at an average unit purchase price of Eur 1.85.
On 30 June 2006 the company held, together with one of its subsidiaries, 8.478.415 shares with a nominal unit value of Eur. 1.00, representing 5% of its registered share capital.
SAG GEST – Soluções Automóvel Globais, SGPS, SA – Listed Company C.R.C. Amadora nº 503219886 – Registered Share Capital: EUR 169,764,398 – Taxpayer No. 503 219 886
Headquarters: Estrada de Alfragide, 67 – 2614-519 Amadora
QUALIFIED OWNERSHIP POSITIONS
30 JUNE 2006
SGC Investimentos - SGPS, SA (*)
Direct ownership 17,391,111 shares, representative of 10.24% of the share capital and corresponding to 10.78% of voting rights.
(*) 100% owned by SGC - SGPS, SA
SGC - SGPS, SA (**)
Direct ownership 111,221,825 shares, representative of 65.52% of the share capital and corresponding to 68.96% of voting rights.
Indirect ownership 17,391,111 shares held by SGC Investimentos – SGPS, SA, representative of 10.24% of share capital and corresponding to 10.78% of voting rights.
(**) 99.80% owned by Dr. João Manuel de Quevedo Pereira Coutinho
Dr. João Manuel de Quevedo Pereira Coutinho
Direct ownership 3,915 shares, representative of 0.0023% of the share capital and corresponding to 0.0024% of voting rights.
Indirect ownership 111,221,825 shares held by SGC – SGPS, SA, representative of 65.52% of share capital and corresponding to 68.96% of voting rights.
17,391,111 shares held by SGC Investimentos – SGPS, SA, representative of 10.24% of the share capital and corresponding to 10.78% of voting rights.
Global Sum 128,616,851 shares, representative of 75.76% of the share capital and corresponding to 79.74% of voting rights.
Pasley United Ltd
Direct ownership 9,375,000 shares, representative of 5.52% of the share capital and corresponding to 5.81% of voting rights.
Millennium bcp – Gestão de Fundos de Investimento, SA
Direct ownership - 3,400,937 shares, representative of 2.00% of the share capital and corresponding to 2.11% of voting rights.
Financial Statments 1st.half 2006
SAG GEST – Soluções Automóvel Globais, SGPS, SA – Listed Company
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 the latter 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 2006 were approved by the Board of Directors.
The main activity of SAG GEST SGPS, SA is the management of investments in other Companies, as an indirect form of conducting economical activities.
2. SUMMARY OF MAIN ACCOUNTING POLICIES
Basis for Preparation
The Financial Statements of SAG SGPS, 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, except where otherwise stated.
Changes in accounting policies
The accounting policies are consistent with those applied in previous years (except where 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 Affiliated Companies are recognized at cost.
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.
Foreign Exchange Transactions
The functional currency used in the preparation of SAG SGPS, SA’s Financial Statements is the Euro.
SAG GEST – Soluções Automóvel Globais, SGPS, SA – Listed Company
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 1990. 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 Autos and Trucks 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 reserves for bad or doubtful accounts.
Reserves for bad and doubtful accounts are booked when there are doubts regarding the possibility to collect debt, when collecting is not probable or on the basis of their respective ageing.
Creditors
Accounts Payable are booked at invoice value.
SAG GEST – Soluções Automóvel Globais, SGPS, SA – Listed Company
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.
Warrants
During 2003, SAG GEST SGPS, SA issued bonds for a total of EUR 25,000,000 with a nominal value of EUR 1.00 each and maturing on 10 July 2006. Subscription of each bond awarded bondholders the right to subscribe (warrant) 0.8 Company shares. Following the issue of the said loan, such warrants were made autonomous and are negotiable at Euronext Lisbon.
During the six-month period ending on 30 June 2006, 19,773,871 warrants were exercised.
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.
SAG GEST – Soluções Automóvel Globais, SGPS, SA – Listed Company
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 2002 to 2005 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 2006.
Under the terms and conditions set forth in Portuguese Accounting Standard no. 28, the Company recognizes deferred taxes as a procedure to adequately match the tax effects of its operations and to exclude distortions associated with tax criteria that 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).
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.
SAG GEST – Soluções Automóvel Globais, SGPS, SA – Listed Company
The following chart represents the results, assets and liabilities as at 30 June 2006 and their comparison to identical information as at 30 June 2005, with regard to the several business segments in which the Company does business:
Financial incomeFavourable exchange differences 13.878.149 2.745.469Interest received 10.138.008 3.589.081Income from financial instruments 1.043.010 54.492Miscellaneous financial income 422.241 2Gains on investments 0 2.545
25.481.408 6.391.590
SAG GEST – Soluções Automóvel Globais, SGPS, SA – Listed Company Amadora Company Registrar 10853 – Registered Share Capital: EUR 169,764,398 – Taxpayer 503 219 886
Headquarters: Estrad a de Alfragide, Nº67 – 2614-519 Amadora
Financial Statments 1st.half 2006
5. INCOME TAX
The main Income Tax components as at 30 June 2006 and 2005 are as follows:
2006 2005
Income taxCurrent income tax 0 0Adjustment to previous year income tax (67,975) 0Deferred tax assets 1,078,274 3,191,365Deferred tax liabilities 0 0Provision for income tax as per profit and loss statement 1,010,299 3,191,365
The reconciliation between statutory tax rates applied to recognized income and the actual effective tax rate (after corrections) for the six-month period ending 30 June 2006 and 2005 are as follows:
2006 2005
Net profit before taxes and discontinued operations - per books (3,949,689) (11,772,102)(a) Net profit before taxes - Per books (3,949,689) (11,772,102)
Calculate income tax at statutory tax rate (25%) (987,422) (2,943,025)Local taxes (10%) (98,742) (294,303)Income taxes (1,086,165) (3,237,328)
(+) Items to add to Book Profit Before TaxDonations 4,500 0Confidential expenses 306 57,453Penalties 3,987 0(b) Subtotal 8,793 57,453
(+) Items to deduct from Book Profit Before TaxGains on investments 0 2,545(b) Subtotal 0 2,545
(a) + (b) - (c) Taxable income (3,940,896) (11,717,195)
Calculated tax (1,083,746) (3,222,228)
Surtaxes and taxes on special items:Confidential expenses 153 28,726Car expenses 4,239 2,135Business expenses 1,080 3
5,473 30,864
Total income taxes (1,078,274) (3,191,365)Effective tax rates 27.3% 27.1%
The following entries were booked to the Deferred Tax accounts during the six-month period ending 30 June 2006 and 2005:
Balance sheet Profit and loss statement2006 2005 2006 2005
Non operating tax losses carried forward 810,622 3,191,365 1,010,299 3,191,365
810,622 3,191,365 1,010,299 3,191,365
SAG SGPS is the parent Company of a Group that is taxed in accordance with the Portuguese Tax Consolidation regime, and therefore the above income tax credit is fully recovered within the scope of the 2005 tax return, which will be submitted during 2006.
7. EARNINGS PER SHARE
Earnings per share as at 30 June 2006 and 2005 are as follows:
2006 2005
Net profit after tax - Before discontinued operations (2,939,391) (8,580,737)(2,939,391) (8,580,737)
Number of outstanding shares 169,764,398 150,000,000Number of shares in treasury stock (8,473,315) (4,531,339)Number of shares outstanding (Basic) 161,291,083 145,468,661Earnings per share (Before dilution) (0.018) (0.059)
Weighted Average Number of Shares Outstanding (Diluted) 161,291,083 145,468,661Eanings per Shares (Diluted) (0.018) (0.059)
8. DIVIDENDS PAID AND PROPOSED
Dividends paid in respect of the years 2005 and 2004 were as follows:
2006 2005
To shareholders 19,173,389 5,550,000Discretionary profit sharing 2,949,925 1,454,442Attributed to treasury stock 926,611 326,133
23,049,925 7,330,575
SAG GEST – Soluções Automóvel Globais, SGPS, SA – Listed Company
The Cash and Marketable Securities balance shown in the Balance Sheet as at 30 June 2006 and 31 December 2005 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.
Excluding the treasury stock held on 30 June 2006 (8,473,315 shares), Registered Share Capital has been fully subscribed and paid up, and is represented by 169,764,398 shares with a par value of €1.00, of which 122,331,168 shares are owned by the majority shareholder SGC-SGPS, SA (72 % of share capital), and 16,281,766 shares are owned by SGC-Investimentos, SGPS, SA (10% of share capital).
As at 30 June 2006, the Company had a total of EUR 51,312,368 in bank facilities available to be used in the fulfilment of operating requirements.
2006 2005
Bank deposits 1,064,279 5,251,722Cash 51,484 4,490
AutorizedOrdinary Shares at EUR 1 169,764,398 150,000,000
169,764,398 150,000,000
Shares issued and paid
As at January 1, 2005 150,000,000 150,000,000Capital issued 0 0As at January 1, 2006 150,000,000 150,000,000Capital issued 19,764,398 0As at June 30, 2006 169,764,398 150,000,000
SAG GEST – Soluções Automóvel Globais, SGPS, SA – Listed Company
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.
Financial Statments 1st.half 2006
SAG GEST – Soluções Automóvel Globais, SGPS, SA – Listed Company
As at 30 June 2006 and 31 December 2005, the Company’s liability for issued bank guarantees was as follows:
Beneficiary Bank 2006 2005
Sintra Municipal Council BCP 26,207 26,207
Central Income Tax Department BES 981,690 0Central Income Tax Department BCP 1,221,301 1,221,301Central Income Tax Department BCP 1,237,553 1,237,553
Commercial paper 37,5 MIO Euros BPI 25,000,000 25,000,000Commercial paper 37,5 MIO Euros Deutsche Bank 12,500,000 12,500,000
Commercial paper 50 MIO Euros BES 50,000,000 50,000,000
Commercial paper 38,7 MIO Euros BCP 23,700,000 23,700,000Commercial paper 38,7 MIO Euros BES 15,000,000 15,000,000
Banco Itaú Brasil Banco Itaú Portugal 4,178,498 4,228,509
133,845,249 132,913,569
Other Commitments
Within the scope of a swap operation conducted with a Financial Institution in December 2000, which involved the sale of 4,687,500 shares from treasury stock through the stock market at a unit sales price of EUR 2.06, SAG Gest made the commitment to, under certain circumstances, possibly repurchase such shares for the same unit price.
In December 2005, the Company renegotiated the said operation and a stock re-purchase price of EUR 1,71 was agreed.
Should the said operation materialize under the terms and conditions specified in the relevant and applicable contract documents, Net Equity will decrease accordingly for the total corresponding amount, to which the amount of EUR 1,625,100 will be added which has already been paid under another operation conducted within the scope of the same operation and has been booked as Deferred Costs, as well as EUR 1,640,625 booked under Other Debtors and corresponding to the balance between the initial repurchase value and the value agreed in December 2005.
SAG GEST – Soluções Automóvel Globais, SGPS, SA – Listed Company
The Portuguese Tax Authorities issued additional Income Tax assessment notes to SAG Gest with regard to Income Tax for the years 1999, 2000 and 2001, totalling EUR 2,721,563.30.
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 2006.
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, 8 September 2006
SAG GEST – Soluções Automóvel Globais, SGPS, SA – Listed Company