Annual Report 2004-2005

Transcription

FUTEBOL CLUBE DO PORTO - FUTEBOL, S.A.D.
Annual Report 2004 | 2005
A | MANAGEMENT REPORT
4. Outros Factos ocorridos durante o Exercício
1 | MESSAGE FROM THE PRESIDENT
F.C.Porto was Champion of the World for the second time in its history. The 2004/05 season necessarily revolves around this deed, this achievement that has projected our football to planetary levels. F.C.Porto raised the Intercontinental Cup and marked out an international position of leadership that is fundamental to its continued affirmation to uphold traditional values within the modernity and competitiveness that rule modern-day football. A clear sign of success in a year of renewed
ambitions and re-drawn horizons. In a moment of transition, there is nothing better than a victory of unanimous merit to legitimize the path chosen for the future.
Jorge Nuno Pinto da Costa
7
4. Outros Factos ocorridos durante o Exercício
INDEX
A. Management Report
1. Message from the President
2. Governing Bodies
3. Evolution of the Company Business
4. Other Facts Occuring During the Year
5. Material Facts Occuring after the Close of the Year
6. Outlook
7. Proposal for Application of Results
B. Consolidated Financial Statements and Appendices
1. Balance
2. Consolidated Profit and Loss Accounts by Nature
3. Consolidated Profit and Loss Accounts by Functions
4. Notes to the Consolidated Financial Statements
5. Consolidated Cash Flow Statement
6. Notes to the Consolidated Statements of Cash Flows
7. Legal Certification of Accounts and Audit Report
8. Report and opinion of the Statutory Audit Board
C. Corporate Governance Report
1. Disclosure
2. Voting Rights and Shareholder Representation
3. Company Regulations
4. Administrative Body
D. Qualifying Holdings
11
2 | GOVERNING BODIES
General Meeting
President, Fernando Arnaldo Sardoeira Pinto
Secretary, Miguel Angelo Abreu Bismarck
Board of Directors
President, Jorge Nuno Lima Pinto da Costa
Adelino Sá e Melo Caldeira
Fernando Soares Gomes da Silva
Reinaldo da Costa Teles Pinheiro
Rui Miguel Duarte Alegre
Supervisory Board
Advisory Council
President, Domingos José Vieira de Matos
President, Alípio Dias
Member, Deloitte & Associados, SROC SA, represented by
Adolfo Roque
Jorge Beja Neves
Álvaro Pinto
Member, Joaquim Manuel Sousa Ribeiro
Álvaro Rola
Substitute, António Manuel Martins Amaral
Américo Amorim
António Gonçalves
Company Secretary
Daniel Lorenz Rodrigues Pereira
Substitute, Urgel Ricardo Santos Brandão Horta Martins
António Lobo Xavier
Armando Pinho
Artur Santos Silva
Domingos Matos
Fernando Pimenta
Fernando Póvoas
Ilídio Pinho
Ilídio Pinto
João Espregueira Mendes
João Pinto
Jorge Armindo
Jorge Nuno Pinto da Costa
Ludgero Marques
Rui Moreira
3 | EVOLUTION OF COMPANY BUSINESS
The objective of this report is to present company accounts for the financial year 2004/5, which covers the period between 01 July 2004 and 30 June 2005.
F.C.Porto has dominated Portuguese football over the last few years. At the same time, it has proved itself to be the strongest sporting representative of our country
in both Europe and the world.
Champions over the last 20 years
12
5
2
1
Porto
Benfica
Sporting
Boavista
The 2004/5 season can be seen as a season of transition between a generation of professionals who conquered many titles at the highest level and a younger,
extremely talented generation of players, who will soon make their mark.
After the victories achieved in 2003/4, the squad was renewed, with the view to substituting the players who had since left the club. Investments carried out for the
purposes of making up the new season’s squad include the acquisition of the following players:
> Seitaridis
> Pepe
> Diego
> Ricardo Quaresma
> Luís Fabiano
During the season, and also as a result of the transfers of players Derlei to F.C. Dinamo Moscow and Carlos Alberto to Corinthians do Brasil, the squad was strengthened by the incorporation of players Ibson, Leo Lima, Cláudio Mejolaro and Leandro do Bonfim.
It is important to remember that, during this season, it was possible to launch young high-potential players such as Ivanildo, Paulo Machado and Bruno Gama, by
way of their continuous presence at First Team trainings sessions and also by including them in some matches, demonstrating the quality of the work carried out
by the F.C.Porto youth squads.
F.C.Porto finished the Portuguese League in second place, ensuring direct qualification to the UEFA Champions League.
Superleague
2002|2003
2003|2004
2004|2005
Position
Points
Best FCP Scorer
Goal Average
Europa
1st
86
Postiga (13)
73-26
Vitória UEFA
1st
82
McCarthy (20)
63-19
Vitória UCL
2nd
62
McCarthy (11)
39-26
1/8 F UCL
F.C.Porto was honoured with the title of World Club Champion by beating Once Caldas in a match played in Japan on 12 December 2004. This was the last year in
which the Intercontinental Cup will be awarded, with F.C.Porto having the honour and the privilege of being the final winner of this competition.
Moving on now to the analysis of the financial and economic situation of the company: results obtained this year came to -2.0M€, which were within the budget
forecasts that were presented to shareholders in the General Meeting of 22 October 2004, where a negative result of 5,3M€ was forecast.
15
5
2
51
12
2
1
Net Results
-18,1
2002/2003
24,8
2003/2004
-2,0
2004/2005
In spite of the fact that net results for this financial year were negative, company cash-flow in 2004/5 reached 17.7M€ as a result of the extremely high volume of
amortizations, although this was much lower than the Cash-flow achieved in the 2003/2004 financial year, 43.9M€.
Cash-Flow
2003/2004, 43,9
2004/2005, 17,7
2002/2003, 1,8
Company turnover came in at 77M€, a much higher level than that achieved in 2002/3, the year of winning the UEFA Cup, when turnover reached 53.6M€.
Income associated with ticketing rose to 13.4 M€ and includes the sale of season tickets, tickets sold for individual matches and the part of the subscriptions paid
by F.C.Porto members that is income of F.C.Porto - Futebol, SAD.
Income from television reached 7M€, the most significant part resulting from the contract ceding television rights for matches and highlights to the Portuguese League.
Participation of F.C.Porto in the UEFA Champions League finished with defeat, in the round of sixteen, to the Italian team Inter Milan. In the first round, and facing
Chelsea, CSKA Moscow and Paris SG, selection to the next round came about as a result of the two victories and two draws achieved, which allowed the second
position in the group to be reached. Turnover generated by this involvement, excluding ticket sales for these matches, reached 8.2M€.
Income related to sponsorship and publicity contracts came to 9.1M€. This figure includes existing agreements with F.C.Porto’s main sponsors, Nike, PT, Revigrés and
BES, as well as a 2.4M€ figure arising from Project finance designed to enable the construction of the Estádio do Dragão. Results from Corporate Hospitality, which, in
short, consists of the ceding of a group of products and services destined at companies that include usage rights of boxes and company seats in the Estádio do Dragão
for attendance of F.C.Porto matches, are managed by EuroAntas, held by F.C.Porto (club), which utilizes this liquidity to service the debt undertaken in order to construct
the stadium. The model is designed in order that F.C.Porto, SAD, after honouring all the commitments related to Project finance, ensures for itself the distribution of the
excess amount resulting from the management of this business. This financial year, this sum came to 2.4M€.
Capital gains resulting from the sale of sporting rights of players have represented a substantial part of the income of F.C.Porto, SAD, and, from a wider perspective,
of many companies in this sector of activity that use this to balance the results of their operations. In the 2004/5 financial year, income deriving from this activity,
i.e. the net capital gains that resulted from transfers (costs inherent to each sale and net book value must be deducted from the sale price) came to 31.2M€, which
amounts to 40% of operating income for this period. Included in these statements are the transfers of players Pedro Mendes, Derlei, Carlos Alberto, Costinha, Maniche,
Seitaridis and others involving smaller sums.
16
Company cost structure is based mainly on personnel costs and in the amortization of intangible fixed assets resulting from contracts made with players and from
investments made in the acquistion of sporting rights. Total personnel costs came to 40.1M€, a decrease in these costs, in comparison to 2003/4, of 5.2% or 2,2M€;
this is due to the reduction in the variable remunerations paid to athletes and the technical team linked to performance in national and international competitions.
On the other hand, an increase in costs of indemnity payments due to the recission of contracts was seen, specifically in the technical teams led by Luigi del Neri
and Victor Fernandez, as well as in a group of players whose sporting performance was not up to expectation, with recission of contracts decided on as the best
course of action. This applied to the cases of Ricardo Fernandes, Paulo Santos, Pena, Frederik, Mário Silva and Rubens Júnior.
Total Costs
72,5
2002/2003
93,3
80,4
2003/2004
2004/2005
It is important to observe that costs for this period decreased by 14%, representing a cut of 12.9M€ in company cost structure.
Salaries vs Operating Income
65%
37%
2002/2003
2003/2004
52%
2004/2005
The company budget foresees the continued cutting of costs in current expenditure.
The proportion made up by salaries in company operating income was of 52% for the period in question, which means that 52% of income generated is applied to
the payments of salaries. This value is intrinsically a good indicator, showing that, when compared with 2002/3, there is a tendency towards the reduction in this important ratio, one that is frequently used in the football industry. The figure for 2003/4 resulted, as is evident, from the exceptional character of that financial year.
Moving on to the analysis of the situation in relation to company capital, if we focus on equity capital on 30 June 2005, after the close of this period, we can see that
the situation is very similar to that verified on 30 June 2004. F.C.Porto, SAD, continues to be outside of the scope of the rules laid out in article 35 of the Company
Code, as its owners’ equity amount to more than half of its share capital (75M€).
17
Owners’ Equity
40,9
28,2
38,9
30 Jun. 04
31 Dec. 04
30 Jun. 05
PortoComercial
PortoComercial is the company that develops the commercial component of football in all its areas, namely: merchandising, sponsorship and licencing, and is 93.5%
owned by F.C.Porto, SAD.
(in millions of euros)
Turnover
Total Income
Total Costs
Results for the period
FY02/03
FY03/04
FY04/05
9,36
9,36
9,37
-0,01
7,08
7,15
6,98
+0,17
7,43
7,55
7,47
+0,08
On analysis of company turnover, it can be seen that this value has diminished in relation to 2002/3 due to the fact that marketing of the corporate hospitality
business has been attributed to EuroAntas. This alteration has been included in the project finance designed for the financing of the construction of the Estádio do
Dragão, giving EuroAntas the respective marketing rights, and assigning PortoComercial to the marketing of company tickets, earning a commission for services
rendered.
The growth of income related to the licensing of F.C.Porto branded products deserves a special mention. This did, in fact, more than double in two years, from around
0.4M€ in 2002/3 to around 0.84M€ this period.
In the remaining areas of business, namely merchandising and sponsorship, there has been a tendency towards stabilization of income.
Profit presented by PortoComercial decreased this period to around 80,000 euros, as a result of the growth in current costs.
PortoEstádio
PortoEstádio is held 100% by F.C.Porto - Futebol, SAD, and was created for the purpose of managing the sporting infrastructure of F.C.Porto and of maximizing daily
usage of the new Estádio do Dragão. Its operating structure has already been created and some areas of business are already well underway, such as stadium
tours, rental of space for events and the organization of football matches. At this moment, however, the company is not yet up to full speed, due to the fact some
areas are not showing returns, such as the spaces available for rental (Health-Club, Clinic, Museum, Restaurant). It is expected that as PortoEstádio concedes
the running of these spaces, company turnover will grow by a significant proportion. As a direct result of the implementation of the plan for the area surrounding
the stadium, a growth in the number of people circulating in the area has been noted, especially since the opening of the new shopping centre and the Estádio do
Dragão Metro Station. The results presented are therefore penalized by the fact that the structure is now fully up and running, while some of the areas are still at
the implementation stage.
Turnover
Total Income
Total Costs
Results for the Period
18
FY02/03
FY03/04
FY04/05
0,11
0,11
0,15
-0,04
3,41
3,58
3,56
+0,03
5,00
5,36
5,63
-0,27
This period, PortoEstádio has presented a turnover of around 5.0M€ and a net result of approximately (-0.27M€).
PortoEstádio will proceed to carry out an increase in company capital by way of a cash injection from shareholders (F.C.Porto, SAD), in capital. In this way it is hoped
to strengthen the capital structure of the company, fulfilling the demands made by article 35 of the Company Code.
PortoMultimédia
The activity of PortoMultimédia consists of the management of the F.C.Porto website on the internet (www.fcporto.pt).
This company, in which F.C.Porto - Futebol, SAD holds 70% of shares either directly or indirectly, seeks to match the contents of the website to the commercial
necessities of F.C.Porto as well as to the interests of club fans, by making it possible, online, to buy F.C.Porto branded products, buy tickets, pay club-membership
subscriptions and renew or buy season tickets.
PortoMultimédia continues to sell DragãoNET, which is available exclusively on the website. This service allows F.C.Porto fans to see all the matches that their team
plays in the Portuguese League, as well as in the first stage of the UEFA Champions League, that are held in the Estádio do Dragão.
PortoMultimédia has developed and put into use, on behalf of F.C.Porto-Futebol,SAD, the service of re-purchase of annual season tickets, allowing the holders of
these tickets to make their seat available for any specific game so that it can be used by another fan, if they so wish. The holder of the season ticket is then entitled
to a discount when renewing their ticket the following year. This service allows for greater attendance at matches as well as meeting the needs and expectations
of fans.
This company has implemented a number of online services, making use of its direct access to the ticketing and other services management data bases. These
services consist of the sale of tickets, payment of membership fees, registration of members and consultation of membership files with the possibility of updating
the information that they hold.
This financial year, PortoMultimédia presented a turnover of around 0.5M€. This reflects the advance received for the cession to Sportinveste Multimédia, in exclusivity for a 10-year period, of a group of rights suitable for online sales, which has been accounted for on an accruals basis. Net results for the financial year came
in at around (-72,000 Euros).
Turnover
Total Income
Total Costs
Results for the Period
FY02/03
FY03/04
FY04/05
0,41
0,41
0,47
-0,06
0,39
0,39
0,48
-0,09
0,49
0,50
0,57
-0,07
19
4 | OTHER FACTS OCCURING DURING THE YEAR
As a result of a communication received from Ledo, Morgado & Associados – SROC, SA., from hereon the carrying out of the statutory audit of the company’s supervisory
body, as well as the duties of CMVM registered auditor will now be carried out by Deloitte & Associados, SROC SA.
F.C.Porto, SAD informed the market, on 15 April 2005, of the acquisition of Lisandro Lopez of the Racing Club de Avellaneda, having reached agreement with the player
for a contract lasting four sporting seasons. The cession of sporting rights over the player was worth 2.35 million euros, equivalent to 50% of his registration.
F.C.Porto, SAD informed the market, on 18 April 2005, of the acquisition of the sporting registration rights of player Lucho Gonzalez of the Club Atletico River Plate, having
signed the player for a contract valid for five seasons. The cession of sporting rights over the player was worth 3.6 million euros, equivalent to 50% of his registration.
Mr. Co Adriaanse was hired as trainer of the F.C.Porto first team, as communicated on the 24 May 2005, but with effect on the 01 July. The agreement is valid for the next
two seasons, with the company having an option to prolong the contract up to 30 June 2008.
Euronext Lisbon has entered into a process of market restructerization, aimed at simplifying the structure of regulated markets and increasing visibility of the companies
that are allowed to trade. Within this environment, it was decided to leave the secondary market, which is precisely where the shares of this company were being traded.
Euronext, after analysis of the conditions relevant for admission to the Eurolist (the listed securities market), accepted that F.C.Porto, SAD fulfilled all the requirements
for this effect. F.C.Porto, SAD then informed the market that, as a result of this process, shares in F.C.Porto – Futebol, SAD would now be traded on the Eurolist by Euronext Lisbon (the listed securities market), in section C, which is made up of companies with a stock-market capitalization of less than 150,000,000 Euros. This market
restructurization was implemented on 04 April 2005. A direct consequence of this reform is that the company must now release its accounts to the market every quarter,
a procedure which will be started in the first quarter of the 2005/6 financial year.
As stipulated in the regulations of the European parliament, companies with securities admitted on the regulated markets based in the European Union should use the
International Accounting and Financial Reporting Standards (IAS/IFRS) that have been adopted in the heart of the Union in their financial statements, applicable to all
financial periods starting on or after the 01 January 2005. In the case of F.C.Porto, SAD, these standards come into use in the financial year 2005/2006. In the meantime,
figures will be presented in comparison to the 2004/2005 financial year. This being the case, F.C.Porto, SAD is preparing this transition in a timely and careful manner,
and has constituted a working party that can count on the collaboration of external consultants, which is accompanying this process and implementing the necessary
alterations. The presentation of accounts for the first quarter of the 2005/6 financial year already reflects the work that has been developed.
In relation to the issuance of bonds by the company, interest payment was made of the interest of coupons numbers 2, 3 and 9 of December 2004 and of 09 June 2005
respectively. Settlement of the transaction will take place on the 09 December 2006, as stated in the prospectus.
21
5 | MATERIAL FACTS OCCURING AFTER THE CLOSE OF THE YEAR
As a result of moving the company Head Office from the Torre das Antas to the Estádio do Dragão, the company has registered the new Head Office at the Porto
Commercial Registry Office, the new address being: Estádio do Dragão, Via F.C.Porto, Entrada Poente, Piso 3, 4350-451 Porto.
F.C.Porto, SAD renegotiated its sponsorship deal with PT (Portugal Telecom), which has now been extended to 30 June 2011. This commercial partnership ensures,
over the next 6 years, a global fixed income of 21.2 million euros which may grow as a result of sporting performance during the term of the contract.
F.C.Porto is a member of the executive committee of the G-14. As part of the remit of this organization, the G-14 has joined a process that is seeking, from FIFA, fair
monetary compensation for the use of club footballers by national teams. The G-14 considers that FIFA is abusing its position as the organizer of sporting events
using footballers paid for by the clubs. The G-14 would therefore like to clarify, once and for all, the legality of FIFA regulations.
23
6 | OUTLOOK
It will not yet be possible, in the 2005/6 season, to eliminate the dependency of the economic results on any eventual capital gains arising from player transfers.
This is in spite of the fact that there have been restrictions in investment and current expenditure. As a result, the operating budget to be presented to shareholders
will forecast the existence of an operating deficit for the 2005/6 financial year.
Porto, 1st October 2005
The Board of Directors,
______________________________________________________________
Jorge Nuno Lima Pinto da Costa
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
25
B | CONSOLIDATED FINANCIAL STATEMENTS AND APPENDICES
1 | BALANCE SHEET
Consolidated Balance Sheet as of 30 June 2005 and 2004 | (amounts expressed in euros)
30-06-05
Assets
Fixed Assets:
Intangible assets:
Installation expenses
Patents and other similar rights
Team value
Intangible assets in progress
Assets
Depreciations
& provisions
Net
Assets
30-06-04
2,999,401
2,333,198
75,247,333
29,865,112
(2,484,609)
(437,523)
(28,066,693)
-
514,792
1,895,675
47,180,640
29,865,112
948,855
1,964,685
26,995,539
24,693,608
110,445,044
(30,988,825)
79,456,219
54,602,687
47
752,295
2,498,577
1,680,379
974,432
26,035
97,391
(101,592)
(757,955)
(961,862)
(570,593)
(11,587)
-
650,703
1,740,622
718,517
403,839
14,448
97,391
91,882
1,091,127
1,507,800
389,573
308,462
13,889
500,935
27
6,029,109
(2,403,589)
3,625,520
3,903,668
12,671
1,000,000
-
12,671
1,000,000
12,681
-
27
1,012,671
-
1,012,671
12,681
52
52
11,000,000
900,000
-
11,000,000
900,000
2,000,000
2,250,000
11,900,000
-
11,900,000
4,250,000
46
1,631,054
(61,593)
1,569,461
1,159,747
52
50,300,797
89
1,117,305
4,688,630
1,821,378
(1,117,305)
-
50,300,797
89
4,688,630
1,821,378
43,829,211
89
2,023,075
1,717,686
57,928,199
(1,117,305)
56,810,894
47,570,061
3,217,518
13,133
3,217,518
13,133
2,425,235
45,577
3,230,651
3,230,651
2,470,812
6,905,811
436,872
6,905,811
436,872
39,293,711
728,657
7,342,683
40,022,368
164,948,099
153,992,024
Notes
25
27
Tangible assets:
Land
Buildings
Plant and machinery
Vehicles
Office equipment
Other tangible fixed assets
Tangible assets in progress
47
Financial Assets:
Shares in associated companies
Security and other financial applications
Medium and long term debtors:
Trade accounts receivable
Trade accounts - notes receivable
Current assets:
Inventories:
Merchandise
Short term debtors:
Trade accounts - notes receivable
Doubtful debtors
State and other public entities
Other debtors
46
Banks and cash:
Bank deposits
Cash at hand
Accruals and deferrals:
Accrued income
Deferred costs
50
50
7,342,683
Total depreciation
(33,392,414)
Total provisions
Total assets
(1,178,898)
199,519,411
(34,571,312)
29
Consolidated Balance Sheet as of 30 June 2005 and 2004 | (amounts expressed in euros)
Shareholder’s funds and liabilities
Notes
30-06-05
30-06-04
54
75,000,000
259,675
1,131
75,000,000
259,675
1,131
15,944
239,630
(34,594,945)
(2,044,006)
38,877,429
15,944
239,630
(59,443,052)
24,848,113
40,921,441
89,668
106,100
11,500,000
15,499,257
4,126,735
-
11,500,000
21,052,671
1,032,875
1,230,000
31,125,992
34,815,546
24,689,519
3,348,247
35,743
587,624
21,742,156
10,838,521
1,989,996
5,823,082
12,906,056
4,310,965
435,444
173,476
16,621,677
5,354,806
2,403,059
4,334,279
69,054,888
46,539,762
19,406,182
6,393,940
26,481,894
5,127,281
25,800,122
31,609,175
Total liabilities
125,981,002
112,964,483
Total Shareholder’s Equity and liabilities
164.948.099
153.992.024
Shareholder’s funds
Share capital
Share issue premiums
Consolidation differences
Reserves:
Legal reserves
Other reserves
Retained earnings
Net profit/(loss) for the year
Total shareholder’s equity
53
Minority Interests
Medium and long term liabilities:
Bonds
Bank loans
Fixed assets suppliers - current account
Fixed assets suppliers - notes payable
Short term liabilities:
Bonds
Bank loans
Trade accounts payable
Suppliers - invoices pending
Trade accounts payable - notes payable
Fixed asstes suppliers - current account
Fixed assets suppliers - notes payable
State and other public entities
Other creditors
Accruals and deferred income:
Accruals
Deferred income
30
51
51
47
51
47
50
50
Demonstrações Financeiras Consolidadas e Anexos
31
2 | CONSOLIDATED PROFIT AND LOSS ACCOUNT BY NATURE
Consolidated Profit and Loss Account by Nature as of 30 June 2005 and 2004 | (Translation of statements originally issued in portuguese - Note 59) (amounts
expressed in euros)
Expenses
Costs of goods sold and materials consumed:
Goods
Materials
External supplies and services
Payroll expenses:
Remuneration
Social charges:
Pensions
Others
Amortisation and depreciation
Provisions
Taxes
Other operating expenses
(A)
Interest and similar expenses:
Related to associated companies
Others
(C)
Extraordinary expenses
(E)
Income tax
(G)
Minority interests
Notes
30-06-05
2,197,808
-
39
28,641,943
27
11,435,116
19,480,860
229,404
127,613
2,808,397
44
3,507,121
39
27
46
2,197,808
11,804,195
45
56
Consolidated net profit/(loss) for the year
30-06-04
2,012,966
-
37,880,676
40,077,059
19,710,264
2,936,010
76,725,336
3,507,121
80,232,457
123,075
80,355,532
59,320
80,414,852
(16,432)
80,398,420
(2,044,006)
4,388,752
18,674,125
377,250
244,941
12,205,433
4,159,116
78,354,414
Income
Sales:
Goods
Products
Service rendered
Variation in production
Own work capitalised
Supplementary income
Operating subsidies
Other operating income
(B)
Interest and similar income:
Related to associated companies
Other
(D)
Extraordinary income
Notes
36
55
44
45
(F)
Operating results:
(B) - (A)
Net financial expenses:
(D-B) - (C-A)
Current results:
(D) - (C)
Profit/(loss) before income tax:
(F) - (E)
Consolidated net profit/(loss) for the year including minority interests: (F) - (G)
30-06-05
3,400,046
23,314,696
46,795,814
3,532,163
77,042,719
628,940
2,012,966
13,321,279
26,714,742
50,327,977
628,940
77,671,659
682,755
42,269,428
19,051,375
12,450,374
89,105,422
4,159,116
93,264,538
8,234
93,272,772
50,168
93,322,940
(25,436)
93,297,504
24,848,113
118,145,617
30-06-04
3,307,579
44,323,767
63,903,433
3,278,098
-
774,217
47,631,346
67,181,531
114,812,877
774,217
115,587,094
2,558,523
78,354,414
118,145,617
317,383
(2,878,181)
(2,560,798)
(2,001,118)
(2,060,438)
25,707,455
(3,384,899)
22,322,556
24,872,845
24,822,677
33
3 | CONSOLIDATED PROFIT AND LOSS ACCOUNT BY FUNCTIONS
Consolidated Profit and Loss Account by Functions as of 30 June 2005 and 2004 | (Tranlation of satatements originally issued in Portuguese - Note 59) (amounts
expressed in euros)
30-06-05
30-06-04
Sales and services rendered
Cost of goods sold and materials consumed
26,714,742
(71,733,705)
47,631,346
(76,321,545)
Gross results
(45,018,963)
(28,690,199)
(46,076)
(4,948,114)
50,906,648
(63,405)
(2,482,995)
59,494,342
Distribution costs
Administrative costs
Other operating costs
Operating results
893,495
28,257,743
Net financial expenses
Gains (losses) in associated companies
Gain (losses) in other investments
(2,878,181)
-
(3,384,898)
-
Current results
(1,984,686)
24,872,845
Income tax on profit
(59,320)
(50,168)
Current results after income tax
(2,044,006)
24,822,677
Extraordinary gain (loss)
Income tax on extraordinary profit
Consolidated net profit / (loss) for the year
(2,044,006)
24,822,677
(0.14)
1.65
Results per share
35
4 | NOTES FOR THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2005 AND 2004
INTRODUCTION
The Futebol Clube do Porto - Futebol, S.A.D. (“FCPorto, SAD”, the “Company” or “Group”), with head office on Estádio do Dragão Via F.C. Porto, Entrada Poente,
piso 3, 4350-451 Porto, was founded on July 10, 1997. The Group’s principal activity is playing football on the professional league, promotion and organization of
matches.
The following notes are numbered as defined by the Portuguese Official Chart of Accounts (“Plano Oficial de Contabilidade”) for consolidated financial statements.
The note numbers that are not included herein are either not applicable to the Group or their inclusion is not significant in relation to the accompanying consolidated
financial.
Basis for consolidation
The consolidated financial statements have been prepared in the context of the applicable legislation in Portugal, according to the accounting principles and consolidation procedures defined by the Portuguese GAAP with the alterations introduced by the Decree-Law 238/91, of 2 July, and the accounting standards of CNC.
1. GROUP COMPANIES INCLUDED IN THE CONSOLIDATION
The Group companies included in the consolidation by the full consolidation method, their headquarters and the proportion of share capital held as of 30 June 2005,
are as follows:
Company
Futebol Clube do Porto - Futebol, S.A.D.
PortoComercial, S.A.
FCPortoMultimédia, S.A.
PortoEstádio, S.A.
Head Office
Porto
Porto
Porto
Porto
Share Capital Held
Parent Company
93,5%
70%
100%
These subsidiary companies were included in the consolidation by the full consolidation method, as defined in paragraph a) of item 1 of the article 1 of Decree-Law
238/91, of 2 July, which determines the consolidation of subsidiaries when a company holds the majority of voting rights.
7. AVERAGE NUMBER OF PERSONNEL
As of 30 June 2005 and 2004, the number of personnel of the Group companies included in consolidation, is as follows:
30-06-05
11
73
8
12
64
168
Corporate Members (*)
Directors
Technical staff
Technical auxiliary staff
Athletes
30-06-04
8
80
8
12
68
176
(*) Includes 4 non-executive members.
10. CONSOLIDATION DIFFERENCES
Included in shareholder’s equity
Description
PortoComercial, SA
Opening Balance
1.131
Movements
-
Closing Balance
1.131
The consolidation difference was calculated as the difference between the paid values and the corresponding book value of the financial investments as of the
date of acquisition (31 July 1998). These differences were recorded, in the corresponding part, on the equity accounts. This means that this account includes the
accumulated earnings of the Group companies until the date of the first consolidation.
37
15. CONSISTENCY IN THE APPLICATION OF ACCOUNTING PRINCIPLES
The accounting principles used by the Group companies are consistent among the companies and are described in Note 23.
18. CRITERIA FOR RECORDING INVESTMENTS IN ASSOCIATED COMPANIES
The companies included in the consolidation that hold investments in associated companies are stated at acquisition cost.
As of 30 June 2005, the investments in Group companies excluded from the consolidation are stated as described in Note 23.
23. BASIS OF PRESENTATION AND PRINCIPAL ACCOUNTING POLICIES
Basis of presentation
The accompanying consolidated financial statements have been prepared on a going concern basis, from the books and individual accounting records of the companies included in the consolidation (Note 1), maintained in accordance with generally accepted accounting principles in Portugal.
Consolidation policies
The subsidiary companies referred to in Note 1, were consolidated by the full consolidation method. Additionally, transactions and balances between group companies included in the consolidation, were eliminated in this process and the amount corresponding to third party participation is reflected in the caption “Minority
interests”. The differences between the amounts paid and the corresponding book values of the financial investments as of the date of acquisition (31 July 1998)
were recorded on the equity accounts.
The financial investments in companies with less than 20% of its share capital are recorded at acquisition cost, or at their net realization value, when this amount
is lower than the acquisition cost.
Principal accounting policies
The main accounting policies used in the preparation of the consolidated financial statements were as follows:
a) Intangible assets
The intangible fixed assets are registered at acquisition costs, except for the team value.
The caption “Team value” includes the amount related with the acquisition costs of player’s registration and the amount associated with the contract signature paid
to the players in accordance to number 4 of the article 3 of Decree-Law 103/97 of 13 September. If losses are estimated in this player’s registration, the corresponding
effect is recorded in the financial statements to reduce them to their realizable value.
The intangible assets depreciation is calculated under the straight line method, at maximum fixed rates defined on Decree Law 2/90, from 12 January, except for the
“Team Value”, that is amortised in accordance with the period of contract life, in accordance to Decree-Law 103/97 of September 13.
In November 2003 the Company celebrated with the First Portuguese Football Players Fund, S.A. (“Fund”), a contract of association of economic interests meaning
a strategic partnership of investment in the rights of image of football players (“target players”), resulting in the share of the inherent risks to the acquisitions and
transfers of players and of the gains obtained proportionally to the investments done.
These contractual mechanisms consider:
- The determination of a guarantee period during which the player cannot be transferred to another club without the mutual agreement of the Company and the
Fund;
- The s registrations. FCPorto, SAD
retains the preferential right to acquire player’s registrations to the Fund;
- The determination that the Fund can deal target player’s registrations, for an amount equal or higher than the agreed value, on the second half of the year before
the last year of player’s contract, maintaining FCP, SAD the preferential right on the acquisition of the Fund’s rights; and
- As the FCPorto, SAD uses the players in his activity, was established that the Fund receives a remuneration related to the investment done in those players. This
remuneration is variable and linked to the projection and valuation of the players.
38
On that contract, there’s no obligation of FCP, SAD to reacquire the part of player’s registrations sold to the Fund. Additionally, there are some obligations to FCP, SAD,
related to the guarantee of accomplishment on responsibilities related to the utilization of target players.
b) Tangible fixed assets
The tangible assets are valued at cost.
The fixed assets depreciation is calculated under the straight-line method at maximum fixed rates defined on Decree Law 2/90 of January 12.
c) Financial leasing
Tangible fixed assets acquired under financial lease contracts and the corresponding liabilities are recorded in accordance with the financial method. Under this
method, the cost of the fixed assets, accumulated depreciation and the corresponding liability, in accordance with the contracted financial plan, are reflected in the
balance sheet. In addition, interest included in the lease instalments and depreciation of the fixed assets, calculated as explained in the item b), are recorded in the
statement of profit and loss for the year to which they refer.
d) Financial Investments
Financial investments are stated at cost and are lower than the respective estimated net realizable value.
e) Inventories
Merchandizes are valuated at the acquisition cost, which is lower than market value, (using the average cost as valuation method). The difference between market value
and acquisition cost was recorded as provision.
f) Provisions for doubtful accounts receivable
The provision for doubtful accounts receivable is calculated based on the expected risks of collection at the end of each year.
g) Balances and transactions expressed in foreign currencies
All assets and liabilities expressed in foreign currencies are translated to Euros using the exchange rates in force on the balance sheet date.
The transactions with third parties in foreign currencies are registered with the exchange rates in force on the date of the transaction.
Favourable and unfavourable exchange differences arising from changes in the exchange rates between those prevailing on the dates of the transactions and those
in effect on the dates of payment, collection or as of the year-end, are recorded in the consolidated statements of profit and loss.
h) Accrual basis
The Group companies record income and expenses on an accruals basis. Therefore, income and expenses are recognized in the period to which they related regardless of when the amounts are received or paid. Differences between the amounts received and paid and the corresponding income and expenses are recorded in
the captions “Accruals and deferrals” (Note 50).
h) Contract renewals of the professional players
The agreed values with the players related with contract renewals are recorded in intangible assets caption and amortised during the contract life.
i) Income recognition
Disposal of a player’s registration
The income on disposal of a player’s registration is recorded in the caption “Supplementary income” and calculated as the difference between the transfer fee received/receivable less the unamortized intangible assets carrying value and any costs directly associated with the transfer. The income on the disposal is recognised
when risks and benefits are substantially transferred.
Players on loan
The players lent to other clubs still registered in intangible assets and are depreciated over the contract life. If there is an estimated loss in the net realizable value of
the players on loan until the end of contract life (namely if the loan occurs in the last year of contract), the corresponding effect is registered in financial statements.
The income related to these loans are recognized on financial statements during the corresponding period.
39
Participation prizes on European Competitions
The income from the participation prizes in the UEFA Champions League, European Super Cup and the Intercontinental Cup are recorded in the period where the
participation is guaranteed, which is independent from performance in those competitions (Note 50).
Other income
The incomes relative to the rights of broadcasting, advertising and sponsorships are recorded in the statement of profit and loss in accordance with the respective
contract lives. The incomes relative to the football games are registered in the period where they occur.
j) Discounted bills
Accounts receivable related to bills, discounted in banks, are recorded according to its nominal value, as a deduction to assets accounts. All debts to banks not
included in liabilities according to the criterion previously referred, are presented only in Note 48.
k) Deferred taxes
The Company did not recognise deferred taxes resulting from timing differences between the recognition of income and expenses for accounting and for tax purposes,
as they estimate that they are not significant, except for deferred tax assets relating to tax losses carried forward and provisions not accepted in the calculation
of taxes, which were not recorded on the basis of prudence. As of 30 June 2005, tax losses carried forward and provisions not accepted in the calculation of taxes
amount to approximately 43,857,000 and 102,160 Euros respectively.
24. ASSETS AND LIABILITIES EXPRESSED IN FOREIGN CURRENCIES
Assets and liabilities expressed in foreign currencies were translated to Euros using the following exchange rates:
US Dollar
Swiss Franc
30-06-05
0,8290 EUR
0,6462 EUR
25. INCORPORATION EXPENSES AND INDUSTRIAL PROPERTY
The industrial property is related to the right of using FCP trademark during a period of 99 years, amortized during that period.
40
30-06-04
0,8277 EUR
-
27. MOVEMENT IN FIXED ASSETS
The movements in intangible and tangible fixed assets and investments as well as in the accumulated amortisation and depreciation captions in the year ended 30
June 2005, were as follows:
Gross Assets
Gross Assets
Opening
Balance
Final
Addition
Disposal
Transfer
Write-offs
Balance
Intangible:
Installation
2,999,401
-
-
-
-
2,999,401
Industrial property other
2,322,802
10,396
-
-
-
2,333,198
Team
67,497,904
52,476,235
(27,349,461)
9,729,671
(27,107,016)
75,247,333
Intangible assets in
24,693,608
14,901,175
-
(9,729,671)
-
29,865,112
97,513,715
67,387,806
(27,349,461)
-
(27,107,016)
110,445,044
Tangible:
Land and natural
91,882
-
(91,882)
-
-
-
Buildings and other
1,188,582
41,489
(477,776)
-
-
752,295
Plant and
2,092,408
188,537
(10,511)
348,596
(120,453)
2,498,577
Transport
1,128,864
679,542
(56,212)
-
(71,815)
1,680,379
Office
1,082,034
147,099
-
139,439
(394,140)
974,432
22,222
3,813
-
-
-
26,035
500,935
84,491
-
(488,035)
-
97,391
6,106,927
1,144,971
(636,381)
-
(586,408)
6,029,109
12,681
-
-
-
(10)
12,671
Other tangible
Tangible assets in
Financial:
Shares in associated
Securities and other financial
-
1,000,000
-
-
-
1,000,000
12,681
1,000,000
-
-
(10)
1,012,671
103,633,323
69,532,777
(27,985,842)
- (27,693,434) 1
17,486,824
The increases in the captions “Team Value” and “Intangible assets in progress” are related to the acquisition of player’s registrations rights (Diego, Hélder Postiga,
Luís Fabiano, Ibson, Seitaridis, Cláudio Pitbull, Leo Lima, Leandro do Bonfim, Lucho Gonzalez, Lizandro Lopez e Tomo Sokota and others), including costs related to
those acquisitions.
During this exercise, some player’s registrations were sold, of which 25,306,826 Euros are related to disposals to others clubs and 2,042,635 Euros are related to
disposals made in accordance with the contract celebrated with the Fund mentioned in 3.a) above, having these transactions generated net income of 31,173,757
Euros (Note 55).
Movements recorded in “Write-offs” include write offs of player’s registrations, amounted to 6,476,768 Euros, of which only 1,467,453 Euros were recorded as an
expense as of 30 June 2005 (caption “ other operating costs”) as the remaining amount was included in the financial statements of the year ended 30 June 2004,
using an provision recorded in the caption “Accrued expenses” (Note 50).
The balance of the caption “Intangible assets in progress” includes the amount of 14,963,937 Euros referred to the acquisition of the right of using the “Estádio do
Dragão” facilities for a period of 15 years, as mentioned in Note 57. Additionally, includes the amount of 14,901,175 Euros related to the acquisition costs of player’s
registration, to be included in the team from the next season (2005/2006).
The increase in the caption “Security and other financial applications” refers to the acquisition of 50% of Rossato’s registration.
41
Accumulated depreciation and provisions
Accumulated depreciation and provisions
Opening
Final
Balance
Addition
Disposal
Transfer
Write-offs
Balance
2,050,546
434,063
-
-
-
2,484,609
Intangible
Installation
Industrial property and other
Team
358,117
79,406
-
-
-
437,523
40,502,365
18,138,522
(9,943,946)
-
(20,630,248)
28,066,693
42,911,028
18,651,991
(9,943,946)
-
(20,630,248)
30,988,825
Tangible
Buildings and other
97,455
82,234
(78,097)
-
-
101,592
Plant and
584,608
292,822
(8,670)
-
(110,805)
757,955
Transport
739,291
308,706
(56,213)
-
(29,922)
961,862
Office
773,572
141,853
-
-
(344,832)
570,593
8,333
3,254
-
-
-
11,587
Other tangible
2,203,259
828,869
(142,980)
-
(485,559)
2,403,589
45,114,287
19,480,860
(10,086,926)
-
(21,115,807)
33,392,414
34. AMOUNTS OWNED TO THIRD PARTIES COVERED BY GUARANTIES
From the amount due to banks (40,188,756 Euros), 17,749,071 Euros are covered by a restriction in the bank accounts specially created to record the amounts
related to season tickets, ticketing and FCP quotas; 1,500,000 Euros are covered by future amounts to be received registered in receivables accounts; 700,000 Euros
are covered by player’s registration; and 3,554,120 Euros are covered by the future amounts to be received from UEFA related to the participation in the Champions
League.
As of 30 June 2005, the Company is responsible for guaranties granted, amounted to 109,119 Euros, related to Norteshopping and MaiaShopping stores, which
objective is to assure the accomplishment of the lease contract.
36. SALES AND SERVICES RENDERED BY GEOGRAPHIC MARKETS
The amount of “services rendered” includes 18,162,287 Euros related to ticket sales, reserved boxes and participation and performance prizes obtained on national
and European competitions. From that balance, 8,167,485 Euros refers to the participation in european competitions (25,104,432 as of 30 June 2004).
39. REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS
The remuneration attributed to the members of the Board of Directors in the years ended 30 June 2005 and 2004 was as follows:
Board of Directors
30-06-05
30-06-04
2,297,780
959,957
43. COMPARABILITY OF THE FINANCIAL STATEMENTS
The consolidated financial statements are comparable with those of the preceding year.
42
44. CONSOLIDATED OF THE FINANCIAL STATEMENTS
Consolidated net financial results are made up as follows:
Expenses
Year
30.06.2005
Interests
Income
30.06.2004
2,565,320
Year
30.06.2005
Interests
80,329
Losses in exchange rate
259,793
520,517
Gains in exchange rate
274,619
747,503
Financial discounts allowed
506,551
466,505
Financial discounts obtained
243,096
23,750
Other financial expenses
175,457
205,049
Other financial income
30,896
Net Financial Result
2,878,181
3,384,899
3,507,121
4,159,116
Totals
2,967,045
30.06.2004
3,507,121
4,159,116
2,718
246
45. CONSOLIDATED NET EXTRAORDINARY RESULTS
Consolidated net extraordinary results are made up as follows:
Expenses
Year
30.06.2005
Bad debts written off
-
Losses in inventories
36,750
Losses on disposal of fixed assets
59,871
Fines and penalties
4,566
Adjustments relating to prior year
Other extraordinary
Income
30.06.2004
2,527
-
Gain on sale of fixed assets
85,723
Income from contractual penalties
-
4,369
18,533
615
3,355
723
Extraordinary results
559,680
2,550,289
Total
682,755
2,558,523
Year
30.06.2005
30.06.2004
26,800
-
Amort, and provisions (note 10)
10,000
Adjustments relating to prior years
2,108
-
Other extraordinary income
584,924
2,456,297
682,755
2,558,523
75,456
The caption “Other extraordinary income” includes the amount of 258,415 Euros referring to the reimbursement of insurance claims.
46. MOVEMENT IN PROVISIONS
The movement in provisions was as follows:
Doubtful account receivable
Inventory losses
Opening Balance
Increases
Replacement (Note 45)
Utilization
Closing Balance
998,709
184,856
(10,000)
(56,260)
1,117,305
(7,955)
61,593
(10,000)
(64,215)
1,178,898
25,000
44,548
1,023,709
229,404
43
47. ASSETS USED UNDER LEASE CONTRACTS
Assets used under lease contracts at 30 June 2005 are as follows:
Gross value
Accumulate depreciation
Net
-
PortoComercial
Contract 9816437
Transport
19,952
19,952
Contract 9816438
Transport
19,703
19,703
-
Contract 14203
Transport
39,500
29,625
9,875
79,155
69,280
9,875
Futebol Clube do Porto - Futebol S,A,D,
Contract 9813335
Transport
69,084
69,084
-
Contract 9815107
Transport
53,870
53,870
-
Contract 9814781
Transport
57,362
57,362
-
Contract 9815559
Transport
30,620
30,620
-
Contract 10200432
Transport
23,833
23,833
-
Contract 200203459
Transport
22,518
22,518
-
Contract 200307016
Transport
44,415
23,133
21,282
Contract 32409
Transport
22,500
12,187
10,313
Contract 51967
Transport
32,384
18,216
14,168
Contract 67233
Transport
44,415
23,133
21,282
Contract 2001119
Transport
28,753
10,782
17,971
Contract 2001240
Transport
16,670
6,251
10,419
Contract 2006801
Transport
63,500
15,875
47,625
Contract 400017090
Transport
102,000
19,125
82,875
Contract 400016345
Transport
30,000
5,625
24,375
Contract 2014045
Transport
129,900
8,119
121,781
Contract 400020436
Transport
42,700
5,338
37,362
Contract 2008377
Transport
30,500
5,719
24,781
845,024
410,790
434,234
PortoEstádio
Contract 400000786
Hard/Software
1,030,000
171,667
858,333
Contract 200309666
Transport
55,764
26,720
29,044
Contract 200212850
Transport
22,598
15,066
7,532
Contract 400010468
Transport
77,500
17,760
59,740
Contract 400012324
Transport
35,000
8,750
26,250
Contract 400019385
Transport
53,470
6,684
46,786
Contract 400012986
Transport
11,000
2,521
8,479
1,285,332
249,168
1,036,164
As referred in Note 23 c), tangible fixed assets acquired under financial lease contracts and the corresponding liabilities are recorded in accordance with the financial method. As of 30 June 2005, the liabilities related to financial lease contracts amount to 901,135 Euros, of which 431,735 Euros fall due after more than one year
and is recorded in caption “Fixed assets suppliers - current account”. This caption of the medium and long term includes 3,695,000 Euros related to the acquisition
of player’s registrations, which date of maturity is 30 June 2007.
44
48. SECURITISED LIABILITIES BY BALANCE SHEET CAPTIONS
As of 30 June 2005, the total amount of debts related with notes discounted in banks and not included in the balance sheet (Note 23 j)) was 7,704,378 Euros, of
which 6,804,339 Euros fall due before less than one year.
49. SEGMENT REPORTING
Operationally, the Group is organized in two major segments:
Segment A: activity related to the participation in the football professional league, and promotion and organization of sport events
Segment B: activity related to the selling of image rights, sponsorship, merchandising and product licensing
The “Other services” segment comprises the activity of the subsidiaries FCPortoMultimedia, S.A. and PortoEstádio, S.A..
Segment A
Segment B
Other Services
Eliminations
Consolidated
68,123,965
7,232,855
2,853,413
243,383
1,685,899
-
77,042,719
4,154,652
(7,251,448)
-
70,977,378
7,476,238
5,840,551
(7,251,448)
77,042,719
497,276
88,837
(268,730)
-
317,383
3,420,605
19,096
67,420
-
3,507,121
627,692
1,248
-
-
628,940
(239,114)
-
-
239,114
-
(32,657)
(21,646)
(5,017)
-
(59,320)
(2,567,408)
49,343
(341,167)
239,114
(2,620,118)
559,680
Income
External income
Inter-segments income
Total income
Results
Segmantal and operational results
Financial costs
Financial profits
Net profit in associated companies
Income tax
Ordinary activities results
Extraordinary results
531,340
30,900
(2,560)
-
Minority interests
-
-
-
16,432
16,432
Net profit
-
-
-
-
(2,044,006)
160,012,675
5,247,511
5,977,224
(6,289,311)
164,948,099
256,666
50,100
5,000
(311,766)
-
121,367,442
5,198,106
5,951,077
(6,535,623)
Segmantal net assets
Investments associated companies
Total consolidated net assets
Segmental liabilities
164,948,099
Total consolidated liabilities
125,981,002
125,981,002
Fixed assets expenditure
68,077,947
1,633,976
2,298,332
-
72,010,255
Depreciation
18,975,401
195,072
310,387
-
19,480,860
45
50. ACCRUALS AND DEFERRALS
As of 30 June 2005 the balances included under these captions are as follows:
30-06-2005
30-06-2004
Accrued income
European Super cup participation prizes
-
1,307,617
Champions League participation prizes
3,575,375
3,595,946
Intercontinental Cup participation prize
-
2,942,138
2,421,708
-
“Lugares Euroantas” (Note 57)
“Feher” claim
600,000
600,000
-
30,000,000
308,728
848,010
6,905,811
39,293,711
Advertising expenses
51,651
87,371
Insurance costs
93,598
21,302
291,623
619,984
436,872
728,657
30-06-2005
30-06-2004
Disposal of Ricardo carvalho’s
Other accrued income
Deferred costs
Other deferred costs
Accrued expenses
Accrued insurance
112,729
101,208
Accrued Payroll
581,671
434,507
Interests
808,583
899,676
Expenses related with transfer of players
802,715
8,977,258
-
5,009,315
13,602,069
2,085,861
Write-off of player’s registrations (Note 27)
Player’s acquisitions/renovations waiting for invoicing
Rescission costs waiting for processing
Accrued prize wages
Other accrued expenses
662,334
444,393
-
5,846,528
2,836,081
2,683,148
19,406,182
26,481,894
Deferred broadcasting gains
1,916,867
1,425,000
Reserved boxes
1,156,261
153,861
Advertising
2,820,012
875,386
-
1,523,895
500,800
1,149,139
6,393,940
5,127,281
Deferred income
Sponsorship rights
Other deferred income
The caption “Player’s acquisition /renovations waiting for invoicing” includes acquisition/renovation of player’s registrations (namely Vítor Baía, Diego, Lucho Gonzalez, Tomo Sokota, Hélder Postiga and others) waiting for invoicing as of 30 June 2005.
The caption “Other accrued expenses” includes the amount of 2,809,229 Euros related to the solidarity mechanism included in FIFA rules and associated to the
transfer of player’s registrations.
46
51. BANK AND OTHER LOANS OBTAINED
At 30 June 2005, loans obtained were as follows:
Short Term
Medium and
long term
Bank loans:
Bank loans
11,183,988
Guaranteed accounts
11,503,934
-
2,001,597
-
24,689,519
15,499,257
-
11,500,000
-
11,500,000
Overdrafts
15,499,257
Bonds:
Non convertible
The distribution of the medium and long term debt was as follows:
Period
Bank
loans
Bonds
Total
2006
4,749,815
11,500,000
16,249,814
2007
3,649,814
-
3,649,814
2008
3,549,814
-
3,549,814
2009
3,549,814
-
3,549,814
15,499,257
11,500,000
26,999,257
Information about loans that falls due after more than one year:
i) In December 2003, FCPorto, SAD issued a public subscription of 2,300,000 bonds amounting to 11,500,000 Euros, redeemable in full on 9 December 2006. These
bonds bear interest at the annual rate of 5.35%, calculated on a 30 days month and 360 days year basis. These interests are payable each 9 June and 9 December
until the end of the period life of these bonds, of which the first payment was in 9 June 2004.
ii) The caption “bank loans” includes 17,749,071 Euros, of which 14,199,257 Euros fall due after more than one year, are related to a loan celebrated at 20 February
2003 (total original amount was 23,201,305 Euros). This loan bear interest at the semester Euribor rate added to a spread and it is payable in six annual payments
until August 2009. This loan has as guarantee some specific restrictions in the bank accounts specially created to record the amounts related to season tickets,
ticketing and FCP quotas.
52. DEBTORS - ACCOUNTS RECEIVABLE
As of 30 June 2005, this caption was made up as follows:
Amount
Short term - Trade accounts receivable:
Trade accounts receivable - disposal of player’s registration
8.517.415
41.783.382
50.300.797
Medium and long term - Trade accounts receivable:
Trade accounts receivable - disposal of player’s registration
11.000.000
Medium and long term - Trade accounts receivable - notes receivable
Trade accounts receivable bills payable - disposal of player’s registration
900.000
47
The distribution of the medium and long term debt was as follows:
Ammount
1 July 2006
1,000,000
31 December 2006
8,750,000
31 January 2007
450,000
30 April 2007
450,000
30 June 2007
1,250,000
11,900,000
53. MOVEMENTS IN SHAREHOLDERS’ EQUITY
The movement in consolidated shareholders’ equity during the year ended 30 June 2005 was as follows:
Share capital
Consolidations differences (Note 10)
Share issue premiums
Opening balance
Increases
Decreases
Tranfers
Closing Balance
75,000,000
-
-
-
75,000,000
1,131
-
-
-
1,131
259,675
259,675
-
-
-
Legal reserves
15,944
-
-
-
15,944
Other reserves
239,630
-
-
-
239,630
(59,443,052)
-
(6)
24,848,113
(34,594,945)
24,848,113
-
(2,044,006)
(24,848,113)
(2,044,006)
40,921,441
-
(2,044,012)
-
38,877,429
Retained earnings
Net profit (loss) for the year
Legal reserve: In accordance with the applicable legislation the Company is required to appropriate, to the legal reserve, at least 5% of its annual net profit until
the reserve equals at least 20% of share capital. The legal reserve cannot be distributed to shareholders, except upon liquidation of the Company, but can be used
to offset accumulated losses after all the other reserves have been exhausted, or to increase share capital.
54. ENTITIES HOLDING MORE THAN 20% OF THE SHARE CAPITAL
As of 30 June 2005, the following entities own more than 20% of subscribed capital:
Futebol Clube do Porto
48
Number shares
Percentage
6.000.000
40%
55. SUPPLEMENTARY INCOME
As of 30 June 2005 and 2004, this caption was up made up as follows:
30-06-2005
30-06-2004
Commercial activities
Royalties
50,000
48,754
Advertising
2,511,172
3,252,216
Broadcasting rights
6,846,631
5,833,676
49,107
63,563
9,456,910
9,198,209
550,000
2,066,770
Commercial activities
Other supplementary income
Players on loan
Advertising
Transfers (Note 27)
“Lugares Euroantas” (Note 57)
Other supplementary income
2,136,784
1,983,831
31,173,757
49,813,773
2,421,708
-
1,056,655
840,850
37,338,904
54,705,224
46,795,814
63,903,433
The caption “Advertising” includes income resulting from commercial partnership with Nike.
The amount in the caption “Transfers” includes the net income resulting from the transfer of player’s registrations, of which approximately 27,503,000 Euros refers
to the players Pedro Mendes, Derlei, Maniche, Costinha e Seitaridis.
56. TAXES
The Group Companies are taxed in accordance with Corporate Tax (“IRC - Imposto sobre as Pessoas Colectivas) at 25% rate added to 10% of municipal tax.
According with current legislation, tax returns are subject to correction and review by the tax authorities during four-year period (ten years for Social Security until
2000, inclusive and 5 years after 2001) except for deferred tax assets relating to tax losses carried forward, if tax benefits were conceded, or if an inspection or
impugnation is happening, on this circumstances deadlines can be suspended or extended. According to this, tax returns related to the exercises between 2001 and
2994 can be reviewed.
The Board of Directors believes that any corrections resulting from reviews/inspections of these returns by the tax authorities will not have a significant effect on the
accompanying consolidated financial statements.
According to article 81 of the Corporate Tax (“IRC- Imposto sobre as Pessoas Colectivas) a company is also subject of taxation over several charges, which tax is
calculated using specific rates mentioned in the same article.
The Board of Directors decided not to record deferred taxes, applying the established by Portuguese Accounting Directive 28 - “Income Taxes”, since it does not affect
significantly financial statements, and also on the basis of prudence (Note 23 item k)).
57. STADIUM “ESTÀDIO DO DRAGÂO”
In 7 July 2003, was celebrated an agreement of cooperation between PortoEstádio - Gestão e Exploração de Equipamentos Desportivos, S.A., Euroantas - Promoção e
Gestão de Empreendimentos Imobiliários, S.A. (“Euroantas”), Futebol Clube do Porto e Futebol Clube do Porto - Futebol, S.A.D. (“FCP, SAD”) related to the construction,
financing, exploration and utilization of the Stadium “Estádio do Dragão” (“Stadium”).
In accordance with that agreement, the owner of the Stadium, Euroantas, transferred to FCP, SAD the right to use the Stadium during a 30 years period, in return for
several payments during that period which are known at the present date. This payment is divided in two components:
i) An amount equal to the annual financial expenses (interests and instalments) that Euroantas supports during the first 15 years with the Financing Contract celebrated
to the construction of the stadium, and, in the last 15 years, a lower amount related to the debt service of the last year (2018) of the same contract; and
ii) Amortization of the advanced payment of 14,963,937 Euros, settled at the end of 30 June 2003, related to a 15 years period, starting in 2018.
49
According to the agreement, FCP, SAD retains the right to received from Euroantas any annual surplus resulting from the difference between the annual income, net
of exploration expenses, commercialization of boxes and business seats of the stadium ”Estádio do Dragão” (“Lugares Euroantas”) and the rent amount mentioned
above. At the end of 30 June 2
58. SUBSEQUENT EVENTS
Subsequently to the date of the financial statements the following event occurred which due to its importance, is mentioned bellow:
a) Renegotiation of the agreement of sponsorship with Portugal Telecom, which was extended until 30 June 2011. As a consequence of this partnership the Company
assured during the next 6 years global fixed income of 21.2 million Euros that can grow according to the sport performance during the contract.
59. EXPLANATION ADDED FOR TRANSLATION
The accompanying financial statements are a translation of financial statements originally issued in Portuguese in accordance with generally accepted accounting
principles in Portugal and the disclosures required by the Portuguese Official Chart of Accounts (“Plano Oficial de Contabilidade”) some of which may not conform
with or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
50
51
5 | CONSOLIDATED CASH FLOW STATEMENT
Consolidated Cash Flow Statement for the Years Ended 30 June 2005 and 2004 | (amounts expressed in euros)
Operating activities
30-06-2005
30-06-2004
48,010,653
(14,048,609)
(43,763,258)
48,189,339
(6,467,599)
(40,361,773)
(9,801,214)
1,359,967
(119,451)
(4,209,762)
(132,605)
2,703,708
(14,130,427)
3,931,070
253,632
(63,204)
2,108,090
(8,234)
190,428
2,099,856
(13,939,999)
6,030,926
10
561,142
64,365,906
111,225
26,800
16,517,750
2,964
65,038,283
16,547,514
(1,000,000)
(1,650,659)
(50,631,051)
-
(1,831,716)
(29,666,510)
-
(53,281,710)
(31,498,226)
Cash flow from investment activities (2)
11,756,573
(14,950,712)
Financing activities:
Collections relating to:
Loans obtained
Increase in capital and premium accounts
Subsidies and donations
Sales of owns shares
Losses covering
32,351,186
-
26,987,263
-
32,351,186
26,987,263
(27,983,821)
(2,714,531)
-
(13,983,161)
(2,067,369)
-
(30,698,352)
(16,050,530)
1,652,834
10,936,733
(530,592)
2,016,947
1,759,646
1,229,054
(257,301)
1,759,646
Collections from customers
Payments to suppliers
Payments to personnel
Cash flow from operations
Income tax
Other collections/payments relating to operating activities
Cash flow from extraordinary items
Collections relating to extraordinary items
Payments relating to extraordinary items
Cash flow from operating activities (1)
Collections relating to:
Investments
Tangible assets
Intangible assets
Interest and similar income
Payments relating to:
Investments
Tangible assets
Intangible assets
Loans
Payments relating to:
Loans
Interest and similar costs
Equity reductions and suplementary capital
Dividends
Purchase of own shares
Cash flow from financing activities (3)
Variation of cash and its equivalents (4) = (1) + (2) - (3)
Effect of exchange differences
Cash and its equivalents at the beginning of the year
Cash and its equivalents at the end of the year
53
6 | NOTES TO CONSOLIDATED CASH FLOW STATEMENTS
INTRODUCTION
The following notes are numbered as defined by the Portuguese Official Chart of Accounts (”Plano Oficial de Contabilidade”). The notes, which are absent, are not
applicable.
2. COMPONENTS OF CASH AND ITS EQUIVALENTS
Cash
Bank deposits repayable on demand
Other deposits
30-06-2005
30-06-2004
13,133
45,577
3,217,518
2,425,235
-
-
Bank overdrafts (Note 50)
(2,001,597)
(711,166)
Cash and its equivalents
1,229,054
1,759,646
55
7 | LEGAL CERTIFICATION OF ACCOUNTS AND AUDIT REPORT
Introduction
1. Pursuant to the applicable legislation, we hereby present our Legal Certification of Accounts and Audit Report on the consolidated financial information contained in
the Directors’ Report and the accompanying consolidated financial statements of Futebol Clube do Porto - Futebol, S.A.D. and subsidiaries (“Company” or “Group”),
which comprise the consolidated Balance Sheet as of 30 June 2005, that reflects a total of 164,948,099 Euros and shareholders’ equity of 38,877,429 Euros, including
a net loss of (2,044,006) Euros, the consolidated Statements of Profit and Loss by nature and by functions and the consolidated Statement of Cash Flows for the year
then ended and the corresponding notes.
Responsabilities
2. The Company’s Board of Directors is responsible for: (i) the preparation of consolidated financial statements that present a true and fair view of the financial position
of the companies included in the consolidation, the consolidated results of their operations and their consolidated cash flows; (ii) the preparation of historical financial
information in accordance with generally accepted accounting principles and that is complete, true, up-to-date, clear, objective and licit, as required by the Securities
Market Code; (iii) adopting adequate accounting policies and criteria and the maintenance of appropriate systems of internal control; and (iv) informing any significant
facts that have influenced the operations, financial position or results of operations of the companies included in the consolidation.
3. Our responsibility is to examine the financial information contained in the documents of account referred to above, including the verification that, in all material
respects, the information is complete, true, up-to-date, clear, objective and licit, as required by the Securities Market Code, and to issue a professional and independent
report based on our examination.
Scope
4. Our examination was performed in accordance with the Technical Review/Audit Standards issued by the Portuguese Institute of Statutory Auditors, which require
that the examination be planned and performed with the objective of obtaining reasonable assurance about whether the consolidated financial statements are free of
material misstatement. Our examination included verifying, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing
the significant estimates, based on the judgement and criteria defined by the Company’s Board of Directors, used in their preparation. Our examination also included
verification of the consolidation procedures used and verifying that the financial statements of the companies included in the consolidation have been appropriately
examined, assessing the adequacy of the accounting principles used, their uniform application and their disclosure, taking into consideration the circumstances,
verifying the applicability of the going concern concept, assessing the adequacy of the overall presentation of the consolidated financial statements, and verifying that,
in all material respects, the information is complete, true, up-to-date, clear, objective and licit. Our examination also included verifying that the consolidated financial
information included in the Directors’ Report is consistent with the other consolidated documents of account. We believe that our examination provides a reasonable
basis for expressing our opinion.
Opinion
5. In our opinion, the consolidated financial statements referred to in paragraph 1 above, present fairly, in all material respects, the consolidated financial position
of Futebol Clube do Porto - Futebol , S.A.D. and subsidiaries as of 30 June 2005 and the consolidated results of its operations and its consolidated cash flows for the
year then ended, in conformity with generally accepted accounting principles in Portugal, and the financial information contained therein is, in terms of the definitions
included in the Technical Review/Audit Standards referred to in paragraph 4 above, complete, true, up-to-date, clear, objective and licit.
Emphasis
6. The consolidated financial statements for the year ended 30 June 2004 were examined by us and our opinion thereon, expressed in our Legal Certification of Accounts
and Audit Report dated 14 October 2004, includes a qualification not applicable to the year ended 30 June 2005.
Porto, 1 October 2005
DELOITTE & ASSOCIADOS, SROC S.A.
Represented by Jorge Manuel Araújo de Beja Neves
57
8 | REPORT AND OPINION OF THE STATUTORY AUDIT BOARD CONSOLIDATED FINANCIAL STATEMENTS
TO THE SHAREHOLDERS OF FUTEBOL CLUBE DO PORTO - FUTEBOL, S.A.D.
In compliance with the applicable legislation and our mandate we hereby submit our Report and Opinion which covers our work and the consolidated documents of
account of Futebol Clube do Porto - Futebol, S.A.D. (“Company”) for the year ended 30 June 2005, which are the responsibility of Company’s Board of Directors.
We accompanied, in the adequate time and with the appropriated scope the evolution of the operations of the Company and its principal subsidiary companies included in consolidation, the writing up of their accounting records and their compliance with the requirements of current legislation and their articles of association,
having obtained from the Board of Directors and personnel of the Company and its principal subsidiary companies included in consolidation, all the information
and explanations required.
In performing our work, we examined the consolidated Balance Sheet as of 30 June 2005, the consolidated Statements of Profit and Loss by nature and by functions
and the consolidated Statement of Cash Flows for the year then ended and the accompanying notes. Additionally, we examined the consolidated Report of the Board
of Directors for year ended 30 June 2005, prepared by the Company’s Board of Directors, and the Legal Certification of Accounts and Audit Report, prepared by the
Statutory Auditor on 1 October 2005, a member of this Board, which includes in paragraph 6 an emphasis and which we agree.
Considering the above, in our opinion the consolidated financial statements referred to above and the consolidated Report of the Board of Directors, are in accordance with the accounting, legal and statutory requirements and so can be approved by the Shareholders’ General Meeting.
We wish to thank to the Board of Directors and personnel of the Company and its associated companies for the assistance provided to us
Porto, 11 October 2005
____________________________________________
Dr. Domingos José Vieira de Matos
____________________________________________
DELOITTE & ASSOCIADOS, SROC S.A.
Represented by Jorge Manuel Araújo de Beja Neves
____________________________________________
Dr. Joaquim Manuel Sousa Ribeiro
59
C | CORPORATE GOVERNANCE REPORT
CHAPTER 0 - DECLARATION OF COMPLIANCE
Futebol Clube do Porto - Futebol SAD has created this document in accordance with the rules established in the appendix to CMVM regulation 7/2001, with the
alterations introduced under CMVM regulation 11/2003.
The company complies with the following CMVM recommendations on the governance of listed companies:
The company has a system of internal control for the efficient detection of the risks associated with company business;
The company has not adopted any measure for the purpose of impeding takeover bids that do not respect the interests of the company or the shareholders;
The administrative body is made up a number of members who exercise effective guidance in relation to management of the company and of its dependencies;
The administrative body includes members who are not associated with specific-interest groups, thereby maximizing the persuance of company interests;
The company possesses a permanent structure of internal control that is responsible for the evaluation of company structure and governance;
Members of the Salaries Committee are independent relative to the members of the administrative body;
The company does not have any plan for the attribution of shares;
The company does not comply with the following recommendations:
The company does not have an Investor Assistance Office. However, the responsibilities inherent to this role are carried out by the person in charge of relations with
the capital market.
A prior blocking of shares for participation in the general meeting of more than 5 working days (eight days) is currently demanded, the intention being to correct
this situation in the future.
Remuneration of members of the administrative body is not disclosed on an individual basis, as the company considers that analysis of the performance of company management by the shareholders should be carried out on a group basis. The salaries committee is responsible for the analysis of the adequacy of individual
remuneration.
CHAPTER 1 - DISCLOSURE
a. Company Organization Chart
The distribution of responsibi
Board of Directors
General Manager
Controlling Dep.
Legal Department
Scouting
Fin. Admin. Department
Ext. Rel. Department
Public Relations
Press Office
Events
Purchasing
Acc. Dept.
I.T. Dept.
Football Department
Youth Foot. Coord.
Personnel Dept.
Treasury
A Team
B Team
U - 19
U - 17
b. There are no committees in existence at the company that deal with subjects such as ethics and the evaluation of structure and corporate governance.
c. The risk-control system in use at the company consists, fundamentally, of the periodic and exhaustive analysis of information relating to planning and financial
control.
62
d. Evolution of Share Prices in F.C.Porto - Futebol, SAD
Share prices of F.C.Porto, SAD during the financial year in question devalued 18%, having closed on 30 June 2005 at 2.55 Euros with a stock-market capitalization
of 38.25 million euros. Analysis of the following graph will show that this tendency did not accompany the main national share index (PSI-20) or the main international index for the football sector (DJ EuroStoxx Football). One of the factors that contributed to this unexpectedly poor performance as well as to the evolution of the
indexes themselves will have been the low liquidity of the securities.
Evolution of Share Prices FCP - SAD vs PSI-20 vs Stoxx Football
4,00
3,50
3,00
2,50
FCP - SAD
PSI - 20
30.06.2005
16.06.2005
02.06.2005
19.05.2005
05.05.2005
21.04.2005
07.04.2005
24.03.2005
10.03.2005
24.02.2005
10.02.2005
27.01.2005
13.01.2005
30.12.2004
16.12.2004
02.12.2004
18.11.2004
04.11.2004
21.10.2004
07.10.2004
23.09.2004
09.09.2004
26.08.2004
12.08.2004
29.07.2004
15.07.2004
01.07.2004
2,00
DJ Stoxx Football
e. Policy on the Payment of Dividends
FCP-SAD does not have a defined policy for the payment of dividends, nor have any such payments been made since the inception of the company.
f. Plans for the allocation of and options for the acquisition of shares
No allocation plan exists for either shares or options of share acquisition.
g. In relation to business and transactions carried out between the company and members of the administrative and supervisory bodies, owners of qualifying holdings
or parent or group companies, no transactions exist that are economically significant for any of the parties involved, except for those businesses or transactions that
are cumulatively considered within the bounds of normal market conditions for similar transactions and are part of the company’s current business.
h. FCP-SAD does not currently have an investor relations department. Information required by shareholders and investors is dealt with by the investor relations.
Within the terms and for the purposes of point 4 of article 205 of the Securities Code, FCP-SAD investor relations is Dr. Fernando Soares Gomes da Silva, member
of the Board of Directors.
The Investor Relations may be contacted at the following address:
Address: Estádio do Dragão, Via FCPorto, Entrada Poente, piso 3, 4350-451 Porto
Telephone: 225 070 500
Telefax: 225 506 931
E-mail: [email protected]
All information directed at the market, such as Press Releases, qualifying holdings, press releases, reports and accounts and other items of a general nature
are also available on www.fcporto.pt, in the Investor Relations section.
63
i. Salaries Committee
It is the responsibility of the Salaries Committee at FCP-SAD to set the remuneration of the members of the governing bodies of the company and to define the
remuneration policy that will apply to members of the Board of Directors of FCP-SAD. This committee is currently made up of Dr. Domingos Matos, Dr. Jorge Armindo
and Dr. Alípio Dias.
j. The annual remuneration paid to the auditor by the companies that are within the consolidation perimeter of FCP-SAD is as follows:
1. Statutory audit: 30,950 Euros
2. Other services intended to show the reliability of the accounts: 11,450 Euros
CHAPTER 2 - VOTING RIGHTS AND SHAREHOLDER REPRESENTATION
1. There are no rules on the company statutes that prohibit the right to vote by post.
2. Voting by post is allowed under the rules of article 22 of the Securities Code.
3. Voting by electronic means is not permitted.
4. Only those shareholders who are on t
issued by a financial intermediary, may participate in the General Meeting.
Shareholders who are individuals may be represented at General Meetings by their spouse, ascendant or descendant, administrator or other shareholder, by way
of a letter addressed to the Pre
Meeting. Companies may be represented by the person designated for this effect by way of a letter, the authenticity of which will be judged by the President of the
Board.
5. Postal votes, adressed to the President of the Board of the General Meeting, should reach the Company by 18:00 of the 5th working day prior to the day of the
General Meeting, in a sealed envelope, and the signatures of the shareholders contained in the letter must have been recognized by a notary or certified by the
company.
6. For the purposes of voting, each share corresponds to one vote.
CHAPTER 3 - COMPANY REGULATIONS
1. FCP-SAD has a code of conduct that covers the areas of ethics, secrecy and the conflict of interests, as well as a set of internal regulations, specific to its professional football players, that determine the rules that must be obeyed relating to professional performance.
2. FCP-SAD does not possess bodies specifically dedicated to the carrying out of internal audits. There is, however, a Management Control Office which has implemented procedures (such as quarterly budget control and the periodic analysis of a variety of management indicators and information systems) that contribute
towards risk control of the company’s activities.
3. In relation to voting rights, no limits exist to the exercise of these rights apart from the rules outlined in chapter 2 of this report. F.C.Porto, as main company
shareholder, has special rights in ac
General Meeting aiming at the merger
capital and the change in location of company Head Office. There is no shareholders’ agreement in existence of the nature of those mentioned in article 19 of the
Securities Code in relation to the exercise of rights in the company, or the transmissability of the shares of FCP-SAD. There does not exist, specifically, any voting
syndicate or defensive agreement against takeover bids (Oferta Pública de Acquisição - OPA).
64
CHAPTER 4 - ADMINISTRATIVE BODY
1a. Responsabilities
Futebol Clube do Porto - Futebol, SAD
Jorge Nuno de Lima Pinto da Costa
President of the Board of Directors
Football
Finance and Administration, Capital Market
Legal, Marketing and Public Relations
Non-Executive Director
The members of the Board of Directors are all independent.
1b. Other duties held by members of the Board of Directors
President of the Board of FCPorto
President of the Board of Directors of “InvestiAntas, SGPS, SA”
President of the Board of Directors of “EuroAntas, Promoção e Gestão de Empreendimentos Imobiliários, SA”
President of the Board of Directors of “PortoEstádio, Gestão e Exploração de Equipamentos Desportivos, SA”
President of the Board of Directors of “Fundação PortoGaia para o Desenvolvimento Desportivo”
President of the Board of Directors of “FCPortoMultimédia - Edições Multimédia, SA”
President of the Board of Directors “PortoComercial, Soc. Comercialização, Licenciamento e Sponsorização, SA”
Vice-President of the Board of FCPorto
Member of the Board of Directors of “Investiantas, SGPS, SA”
Member of the Board of Directors of “EuroAntas, Promoção e Gestão de Empreendimentos Imobiliários, SA”
Member of the Board of Directors of “PortoEstádio, Gestão e Exploração de Equipamentos Desportivos, SA”
Member of the Board of Directors of “FCPortoMultimédia - Edições Multimédia, SA”
Member of the Board of Directors of “PortoComercial, Soc. Comercialização, Licenciamento e Sponsorização, SA”
Reinaldo Teles da Costa Pinheiro
Member of the Board of Directors of “EuroAntas, Promoção e Gestão de Empreendimentos Imobiliários, SA”
Member of the Board of Directors of “FCPortoMultimédia - Edições Multimédia, SA”
Member of the Board of Directors of “PortoComercial, Soc. Comercialização, Licenciamento e Sponsorização, SA”
Member of the Board of Directors of “PortoEstádio, Gestão e Exploração de Equipamentos Desportivos, SA”
65
Company
Amorim - Investimentos e Participações, S.G.P.S., S.A.
Board of Directors
Member
Amorim - Serviços e Gestão, S.A.
Board of Directors
Member
Amorim - Viagens e Turismo, S.A.
Board of Directors
Member
Amorim & Irmãos, S.A.
Comissão de Vencimento
Member
Amorim Broking - Investimentos e Participações Financeiras, S.A.
Board of Directors
President
Amorim Broking, SGPS, S.A.
Board of Directors
Member
Amorim Capital, SGPS, S.A.
Board of Directors
Member
Amorim Desenvolvimento, S.G.P.S., S.A.
Board of Directors
Member
Amorim Imobiliária, SGPS, S.A.
Board of Directors
Member
Amorim Projectos, S.G.P.S., S.A.
Board of Directors
Member
Amorim Retail, SGPS, SA
Board of Directors
President
Amorim Trading - Comércio de Importação e Exportação, S.A.
Board of Directors
Member
Amorim.Com, SGPS, S.A.
Board of Directors
Member
Aplicação Urbana II - Investimento Imobiliário, S.A.
Board of Directors
President
Aplicação Urbana III - Investimento Imobiliário, SGPS, S.A.
Board of Directors
President
Aplicação Urbana IX - Investimento Imobiliário, S.A.
Board of Directors
President
Aplicação Urbana V - Investimento Imobiliário, S.A.
Board of Directors
President
Aplicação Urbana VI - Investimento imobiliário, S.A.
Board of Directors
President
Aplicação Urbana VIII - Investimento Imobiliário, S.A.
Board of Directors
President
Aplicação Urbana XI - Investimento Imobiliário, SA
Board of Directors
President
Aplicação VII - Investimento Imobiliário, S.A.
Board of Directors
President
Becim - Corretora de Seguros, Lda.
Management
Manager
Caribbean Seafood - Trading e Marketing, S.A
Board of Directors
President
Corticeira Amorim, S.G.P.S., S.A.
Board of Directors
Member
Dolce Vita - Miraflores - Exploração de Centros Comerciais, SA
Board of Directors
President
Dolce Vita Tejo - Investimento Imobiliário, SA
Board of Directors
President
Em Comunidade - Serviços de Telemática, S.A.
Board of Directors
President
Encostarrábida - investimento Imobiliário, S.A.
Board of Directors
Member
Escritórios da Arrábida - Investimento Imobiliário, S.A.
Board of Directors
Member
Escritórios do Tejo - Empreendimentos Imobliliários, S.A.
Board of Directors
President
Espaço Belém - Investimento Imobiliário, SA
Board of Directors
President
Espaço Escritórios - Exploração de Escritórios, SA
Board of Directors
President
Espaço Urbano - Investimentos Imobiliários, S.A.
Board of Directors
Member
ESPE - Empresa de Serviços de Engenharia Electrotécnica, Lda.
Management
Manager
Estabelecimentos Hoteleiros da Arrábida - Investimento Imobiliário, S.A.
Board of Directors
Member
Estoril Sol SGPS, SA
Board of Directors
Member
Estúdios Imobiliária - Gestão e Investimento, S.A.
Board of Directors
Vice-president
FCP SAD
Board of Directors
Member
Fibra Comercial Lusitana, Lda.
Management
Member
GCC Antas - Gestão de Centros Comerciais, S.A.
Board of Directors
President
GCC Coimbra - Gestão de Centros Comerciais, S.A.
Board of Directors
President
GCC Miraflores - Gestão de Centros Comerciais, S.A.
Board of Directors
President
GCCDouro - Gestão de Centros Comerciais, S.A.
Board of Directors
President
Gierlings Velpor - Veludo Português, S.A.
Board of Directors
Vice-president
Habimoselos, Sociedade de Construcções, Lda.
Management
Manager
66
Company
Heath Lambert & Amorim RE - Sociedade Corretora de Resseguros, S.A.
Board of Directors
Member
Highgrove - Arrábida-Club Residencial, S.A.
Board of Directors
President
Highgrove - Clubes Residenciais, S.A.
Board of Directors
President
Highgrove - Inglesinhos-Club Residencial, S.A.
Board of Directors
President
Highgrove - Investimentos e Participações, SGPS, S.A.
Board of Directors
President
Imediata, SGPS, S.A.
Board of Directors
Member
Imolisboa - Projectos Imobiliários, S.A.
Board of Directors
Member
Imovalor - Sociedade de Investimento Imobiliário, S.A.
Board of Directors
President
Imovalorgest - Gestão de Património Imobiliário, SA
Board of Directors
President
Inogi - Inovação e Gestão de Investimentos Imobiliários, S.A.
Board of Directors
President
Interfamília I, SGPS, S.A.
Board of Directors
Member
Interfamília II, SGPS, SA
Board of Directors
Member
Lagoa da Vela - Empreendimentos Imobiliários e Turisticodesportivos, S.A.
Board of Directors
Member
Larry Smith
Board of Directors
President
Monucontrol - Sociedade Imobiliária do Monumental, S.A.
Board of Directors
President
Morate - Sociedade de Investimentos Imobiliários, S.A.
Board of Directors
President
Morus - Sociedade de Mediação Imobiliária, S.A.
Board of Directors
President
Negócios Sintra - Gestão Imobiliária, SA
Board of Directors
President
Novantas - Comércio Imobiliário, S.A.
Board of Directors
President
Novantas II - Comércio Imobiliário, S.A.
Board of Directors
President
OSI - Organização e Sistemas Informáticos, Lda.
Management
Manager
Paisagem Verde - Investimento Imobiliário, S.A.
Board of Directors
President
Portal das Flores - Serviço e Comércio, Lda
Management
Manager
Prifalésia - Construção e Gestão de Hotéis, SA
Board of Directors
President
Quinta Nova de Na Sra do Carmo, Sociedade Agrícola, Comercial e Turística, Lda
Management
Manager
Recato da Madeira - Investimentos Financeiros e Gestão, S.A.
Board of Directors
Member
Retailgeste - Sociedade de Gestão de Investimentos Imobiliários, SA
Board of Directors
President
Skystations - Comunicações Estratosféricas de Portugal, SA
Board of Directors
President
Sportsforum Desenvolvimento Imobiliário, S.A.
Board of Directors
President
Studio Residence Iberia
Board of Directors
President
Telepri - Telecomunicações Privadas, S.G.P.S., S.A.
Board of Directors
Member
Unibroker - Corretores de Seguros, S.A.
Board of Directors
Member
Veldec Têxteis, S.A.
Board of Directors
President
Vertente Financeira, SGPS, S.A.
Board of Directors
Member
Viscolatex - Indústria e Comércio de Fios Têxteis, S.A.
Management
Member
2. FCP-SAD does not have any type of executive committee.
3. In accordance with company statutes, it is managed by a Board of Directors made up of three, five, seven or nine members, who must be professional managers,
elected at the General Meeting. Board members then designate a president, if one has not already been chosen at that Meeting.
Without predjudicing other attributes conferred by the law and these statutes, it is the duty of the Board of Directors to ensure the management of all company
business and to carry out all operations relative to the Company’s Stated Purpose, for which they are given ample powers, namely:
a) To represent the company, both in court and out, to propose and contest any action whatsoever, to agree to or desist from those actions and to engage in arbitration. For this effect, the Board of Directors can delegate its powers to one representative;
67
b) To draw up the company budget to be approved by the General Meeting;
c) To acquire, dispose of and encumber or rent goods and chattels, including shares, subscriptions, bonds and the registration rights of players;
d) To draw up work and training contracts related to sport and to undertake the rescission of these contracts, be the decision unilateral or with the agreement of
both parties;
e) To acquire goods and chattels;
f) To decide that the company may associate with other people, under the terms of article four of these statutes;
g) To determine the issue of bonds and to obtain loans on the national or international financial market, and to accept the supervision of the loan issuer;
h) To designate any other person or persons, both individuals or companies, to carry out positions of responsibility in other companies.
This body is currently composed of 5 members, 4 of whom are executives, with one non-executive member.
Subjects discussed by this body are of a private nature, and its members must respect this principle.
The Board of Directors met 15 times during this financial year.
4. The President of the Board of Directors and the other company directors have the right to receive, respectively, 2% and 1% of profit presented at the end of each
financial year. Remuneration paid to members of the administrative body are not dependent on the evolution of the price of issued shares.
5. Remuneration earned during the financial year by the Board of Directors of companies in the group rose to 2,297,780 euros, with 1,679,707 corresponding to the
fixed portion of their earnings and 618,073 to bonuses. Earnings received during the current financial year by the totality of members of the administrative bodies
refer exclusively to executive directors.
Services for Shareholders and Investors
All public information about FCP-SAD is available at the company offices, and may be requested at the following address:
F.C.Porto - Futebol, SAD
Estádio do Dragão, Via FCPorto, Entrada Poente, piso 3, 4350-451 Porto
Telephone: 225 070 500
Fax: 225 070 550
E-mail: [email protected]
Information on FCP-SAD Shares
Share capital of FCP-SAD currently stands at 15,000,000 ordinary, nominative and registered shares, with the nominal value of 5 Euros each. Stock-market capitalization stands at around 41 million euros, at the date of this report.
Ticker Bloomberg: FCP PL
Ticker Reuters: FCPP.LS
68
69
D | QUALIFYING HOLDINGS
As stipulated in article 16 of the Securities Code, companies reaching, surpassing or reducing their holdings of 2%, 5%, 10%, 20%, a third, two thirds, and 90%
of voting rights corresponding to the share capital of a public company must inform the CMVM, the company in which shares are held and the regulated markets
managing bodies. We hereby present the list of qualifying holdings known to F.C.Porto - Futebol, SAD, giving the number of shares held and the percentage of corresponding votes, calculated within the terms of article 20 of the securities code.
Futebol Clube do Porto
Direct
N.o of Shares
6.000.000
% voting rights
40%
Amorim - Investimentos e Participações, SGPS, SA
Via company Aplicação Urbana II - Investimento Imobiliário, SA
N.o of Shares
2.718.185
% voting rights
18%
António Luís Alves Oliveira
Direct
Via Francisco António de Oliveira
Total held
N.o of Shares
1.650.750
980
1.651.730
% voting rights
11%
0%
11%
Joaquim Francisco Alves Ferreira de Oliveira
Via company Sportinveste - SGPS, SA
N.o of Shares
1.502.188
% voting rights
10%
N. B: A sociedade APLICAÇÃO URBANA II - INVESTIMENTO IMOBILIÁRIO, S.A. is 50% held by AMORIM IMOBILIÁRIA, S.G.P.S., S.A. AMORIM IMOBILIÁRIA, S.G.P.S., S.A., is held indirectly by AMORIM INVESTIMENTOS E PARTICIPAÇÕES, S.G.P.S., S.A.
SHAREHOLDINGS HELD BY MEMBERS OF THE BOARD OF DIRECTORS AND SUPERVISORY BOARD
Board of Directors
Date
Operation
Quant.
Price
Total
04-02-2005
Purchase
1550
2,74
4247
07-02-2005
Purchase
1452
2,79
4051
09-02-2005
Purchase
1704
2,85
4856
10-02-2005
Purchase
300
2,82
847
11-02-2005
Purchase
420
2,83
1190
14-02-2005
Purchase
2985
2,80
8362
15-02-2005
Purchase
1295
2,78
3600
17-02-2005
Purchase
100
2,78
278
18-02-2005
Purchase
100
2,80
280
21-02-2005
Purchase
100
2,80
280
22-02-2005
Purchase
300
2,75
824
23-02-2005
Purchase
150
2,79
419
24-02-2005
Purchase
100
2,75
275
25-02-2005
Purchase
50
2,79
140
28-02-2005
Purchase
100
2,79
279
01-03-2005
Purchase
250
2,78
695
02-03-2005
Purchase
50
2,79
140
03-03-2005
Purchase
50
2,78
139
07-03-2005
Purchase
50
2,78
139
72
Date
Operation
Quant.
Price
Total
09-03-2005
Purchase
120
2,77
333
10-03-2005
Purchase
100
2,76
276
11-03-2005
Purchase
50
2,76
138
17-03-2005
Purchase
1100
2,60
2860
18-03-2005
Purchase
500
2,60
1298
29-03-2005
Purchase
2100
2,60
5450
30-03-2005
Purchase
1000
2,53
2533
31-03-2005
Purchase
261
2,53
660
04-04-2005
Purchase
363
2,52
916
05-04-2005
Purchase
110
2,53
278
06-04-2005
Purchase
50
2,52
126
07-04-2005
Purchase
40
2,52
101
08-04-2005
Purchase
290
2,52
731
11-04-2005
Purchase
1114
2,49
2774
12-04-2005
Purchase
80
2,49
199
13-04-2005
Purchase
1405
2,45
3446
14-04-2005
Purchase
200
2,48
497
15-04-2005
Purchase
20
2,48
50
18-04-2005
Purchase
120
2,42
291
21-04-2005
Purchase
70
2,49
174
22-04-2005
Purchase
277
2,51
694
26-04-2005
Purchase
10
2,57
26
27-04-2005
Purchase
420
2,53
1064
28-04-2005
Purchase
160
2,54
407
29-04-2005
Purchase
80
2,57
205
02-05-2005
Purchase
110
2,58
284
03-05-2005
Purchase
50
2,58
129
04-05-2005
Purchase
340
2,58
877
05-05-2005
Purchase
60
2,57
154
06-05-2005
Purchase
390
2,65
1033
09-05-2005
Purchase
10
2,65
27
10-05-2005
Purchase
60
2,56
153
11-05-2005
Purchase
180
2,51
452
12-05-2005
Purchase
20
2,57
51
13-05-2005
Purchase
790
2,57
2033
17-05-2005
Purchase
60
2,59
155
18-05-2005
Purchase
40
2,58
103
19-05-2005
Purchase
50
2,58
129
20-05-2005
Purchase
10
2,59
26
23-05-2005
Purchase
1406
2,50
3516
24-05-2005
Purchase
30
2,59
78
25-05-2005
Purchase
110
2,55
281
30-05-2005
Purchase
10
2,58
26
31-05-2005
Purchase
104
2,54
264
01-06-2005
Purchase
160
2,53
406
73
Date
Operation
Quant.
Price
Total
6-2005
Purchase
20
2,58
52
03-06-2005
Purchase
20
2,58
52
06-06-2005
Purchase
10
2,55
26
07-06-2005
Purchase
50
2,55
128
08-06-2005
Purchase
50
2,53
127
09-06-2005
Purchase
80
2,54
203
13-06-2005
Purchase
250
2,52
630
14-06-2005
Purchase
60
2,55
153
15-06-2005
Purchase
20
2,55
51
16-06-2005
Purchase
400
2,55
1019
17-06-2005
Purchase
380
2,54
965
20-06-2005
Purchase
40
2,55
102
21-06-2005
Purchase
100
2,54
254
22-06-2005
Purchase
30
2,55
77
23-06-2005
Purchase
540
2,53
1366
24-06-2005
Purchase
60
2,54
152
27-06-2005
Purchase
40
2,54
101
28-06-2005
Purchase
110
2,53
278
29-06-2005
Purchase
10
2,55
26
30-06-2005
Purchase
130
2,53
328
Held, on 30 June 2004, 65,294 shares. In this period, he acquired 27,536 shares and did not dispose of any shares, holding, on 30 June 2005, 92,830 shares. In
accordance with article 6 of CMVM regulation 24/2000, we hereby give details of operations carried out between 01 July 2004 and 30 June 2005:
Futebol Clube do Porto, of which Jorge Nuno de Lima Pinto da Costa is President of the Board of Directors, held, on 30 June 2005, 6,000,000 shares.
Held, on 30 June 2004, 960 shares. He did not acquire or dispose of any shares whatsoever during this period, holding, on 30 June 2005, 960 shares. Futebol Clube
do Porto, of which he is Vice-President of the Board of Directors, held, on 30 June 2005, 6,000,000 shares.
Does not hold any shares. Futebol Clube do Porto, of which he is Vice-President of the Board of Directors, held, on 30 June 2005, 6,000,000 shares.
Held, on 30 June 2004, 9,850 shares. He did not acquire or dispose of any shares whatsoever during this period, holding, on 30 June 2005, 9,850 shares. Futebol
Clube do Porto, of which he is Vice-President of the Board of Directors, held, on 30 June 2005, 6,000,000 shares.
Does not hold any shares.
Supervisory Board
Domingos José Vieira Matos
Held, on 30 June 2004, 14,500 shares. He did not acquire or dispose of any shares whatsoever during this period, holding, on 30 June 2005, 14,500 shares.
74
Joaquim Manuel Sousa Ribeiro
Held, on 30 June 2004, 100 shares. He did not acquire or dispose of any shares whatsoever during this period, holding, on 30 June 2005, 100 shares.
Jorge Beja Neves
António Manuel Martins Amaral
EXTRACT FROM THE MINUTES OF THE PASSING OF ACCOUNTS
“(...) Dr. Fernando Gomes, aided by the projection of various financial charts and graphs, presented in a detailed manner the facts that justify the figures recorded in
the report and individual and consolidated accounts, having communicated to the General Meeting that the Company’s net results for this period were –2,036,068
Euros (two million, thirty-six thousand and sixty-eight euros).
These reports were then approved by a majority vote.
(...) the Board of Directors proposes that the negative net results obtained in this period be transferred to Retained Earnings. The same proposal was approved by
a majority vote.”
N.B:
“The Portuguese Securities Market Commission (CMVM), in line with rule nº 3 of article 250 of the Securities Code, dispensed with the publication of the annual
individual accounts.
Documentation of the rendering of accounts related to this dispensation are available for consultation, together with the remaining documentation, at the Company’s
Head Office”
75
FUTEBOL CLUBE DO PORTO - FUTEBOL, S.A.D.

Annual Report 2004-2005

Transcription

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