Interim / Quarterly Report • Aug 27, 2012
Interim / Quarterly Report
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Lugar do Espido Via Norte Apartado 1197 4471-909 Maia Portugal $(+351)$ 22 940 17 00 $T_{\Theta}$ $(+351)$ 22 010 44 64 Fax www.sonaesierra.com
The Consolidated Net Profit of Sonae Sierra reached $\in$ 2.9 million at the end of the first half of 2012, which compare with a Net Profit of $\epsilon$ 13.2 million in the same period of 2011.
The variation of the Net Profit was due to unfavourable Indirect Results. $-\epsilon$ 28.7 million in the first half of 2012 compared to -€15.6 million in the same period of 2011, mainly as a consequence of yield expansions in Europe which were only partially compensated by yield compressions in Brazil. Nevertheless. Direct Profits increased 10% leveraged by operational efficiency gains and the improvement of financial results.
The NAV of Sonae Sierra as at 30 June reached the amount of €1.12 billion and corresponds to $€34.51$ per share.
The economic situation of Eurozone, in this first half of 2012, remains vulnerable, and the banking and financial sector remains depressed.
The lack of liquidity in capital markets leads to a reduced activity of transactions, thereby avoiding Sierra Investments in achieving its program of capital recycling, i.e., the sale of interests of its portfolio in Europe. These restrictions drive the company to take other measures, particularly in the reinforcement of services to third parties and the rationalization of costs and capital expenditures in shopping centres in operation.
The strategy of the company is based on (i) the entry in new emerging markets as a service provider, adopting a strategy of capital light, increasing its revenues and know-how in these new markets, (ii) maintain the leverage of their assets at prudent levels (below 50%), allocating the amortizations as late as much as possible, (iii) maintain the role of specialists in shopping centres, to stand out even more of its competitors and (iv) developing innovative concepts.
Sonae Sierra is confident in its ability to execute the defined strategy and, with efficiency, accuracy and determination, overcome the challenges and maintain a leader position in shopping center industry.
Sonae Sierra's growth and expansion strategy continues, although the Company has adjusted its development timings to the evolution of the financial and retail markets.
During the first half of 2012, the Company inaugurated in Portugal the first phase of Shopping Centre of Portimão's refurbishment, an investment of around €3.5 million, which aimed the modernization and the revitalization of the interior.
Sonae Sierra inaugurated two shopping centres, Le Terrazze, in city of La Spezia (Italy), with an investment of €150 million in a total GLA of 38,600 m2 (98% of GLA leased) and Uberlândia Shopping, Estado de Minas Gerais (Brazil), with an investment of €79 million in a total GLA of 45,300 m2 (92% of GLA leased).
Nowadays the Company has 3 projects under development and 6 new projects in pipeline.
In Brazil, Sonae Sierra is developing 2 shopping centres, Passeio das Águas Shopping, in Estado de Goiás, with inauguration expected to 2013, which represents an investment of around €167 million in a total GLA of 78,100 m2 and Boulevard Londrina Shopping, in Estado de Paraná, with inauguration expected to 2013, which represents an investment of around €88 million in a total GLA of 47,800 m2.
In Germany, the Company is developing the Solingen Shopping, in the city of Solingen with inauguration expected to the end of 2013, which represents an investment of around €120 million in a total GLA of 29,000 m2, having already more than 50% of its Gross Lettable Area commercialized, and already confirmed, as the main large dimension shops, the Saturn, the hypermarket of Edeka chain, the dm-drogeriemarkt and Deichmann, the footwear experts.
Under the capital recycling strategy adopted by the Company, with the purpose of ensuring its sustainable growth, Sonae Sierra Brasil, subsidiary of Sonae Sierra, placed in the market in the first quarter of 2012 30,000 bonds with a total amount of R\$300 million (around $€124$ million). This occurs after having placed its shares on the São Paulo Stock Exchange in 2011, raising to 30% the free float share capital. With this operation the Company intends to strength its growth strategy in one of the key markets for the Company, Brazil. The funds raised with this operation are intended for the acquisition of land, the increase of the Company's participation in Shopping Centres in operation, the eventual acquisition of new Shopping Centres, the development of new Shopping Centres and the reinforcement of the Company's cash balance.
Sonae Sierra Brasil has also enhanced its stake in 30% in Shopping Plaza Sul in exchange for a minority stake in Shopping Penha. With this operation Sonae Sierra now holds 60% of Shopping Plaza Sul, adding to its portfolio the control of high quality shopping centre, located in São Paulo, maintaining simultaneously a controlling stake in Shopping Penha.
Thus the company can continue to take advantage of the significant growth that the Brazilian economy has had and has allowed Sonae Sierra to achieve some very positive results in this country.
In Europe, the Company continues to pursue a strategy of selling its assets, so that it can leverage the developing of new projects in markets where already operates and in new markets.
On the other hand, the Company continues their strategy of capitalization of its assets through the provision of services, mainly in emerging markets, which includes the services of design, developing, letting and management. This contributes not only to increase revenue, but also to build experiences in these markets, allowing the leveraging of local partnerships in order to be able to implement its own investments in the future.
Sonae Sierra reinforced its activity as provider of services by signing a contract of letting and management with the company SIVIFEGO, owner of Caniço Shopping, in Madeira.
In early 2012, a new department was created, the EMEA Sierra Services, responsible for the sale and management of services to third parties in new markets in Europe, Middle East and Africa, and also for supporting the services to third parties in countries where the company already operates. The creation of EMEA Sierra Services aims to provide Sonae Sierra's clients a department dedicated to the sale and management of a set of high quality integrated services for shopping centres, covering the entire value chain of the business, from marketing analysis to the investment decision, design, development, marketing, letting to operational management or even third party asset management.
Sonae Sierra strengthens its presence in Morocco with the signature of its second contract to provide services in this country.
The contract is to provide services for the development of a project in Casablanca, and includes commercial offer analysis, definitions of layout, architectural concept and project management and engineering consulting. The contract was signed with the Moroccan company Marjane and the project is part of the real estate development Ibn Tachfine, which includes offices and a hotel with 100 rooms. The opening is scheduled for 2014 and the shopping centre will have a total GLA of 24,120 m2.
The first contract of the Company in this country was also signed with the Moroccan company Marjane (ONA Group) and another Moroccan company Foncière Chellah (CDG Group – Caisse de Dépot et de Gestion) for the provision of development services for Marina Shopping Casablanca, also located in Casablanca.
Marjane is the largest chain of hypermarkets and supermarkets operating in Morocco and Foncière Chellah is a real estate investment fund present in the real estate lease segment, fully owned by the CDG Group, one of Morocco's main financial institutions.
The tenant sales decreased by 2.2% on a like for like basis.
For such performance contributed the growth of 9.5% (15.3% in Reais) in sales of Brazil, 3.3% (11.5% in Reais) on a like for like basis.
The Occupancy Rate of the Brazil portfolio remained high and stable, recording a value of 97.4% at the end of June 2012.
Sonae Sierra presents an Occupancy Rate of their portfolio high and stable, recording a value of 96% at the end of June 2012.
Sonae sierra is once again international distinguished in the first six months of the year after being distinguished in 2011 with several awards, national and international.
The Campaign "Música por uma Ca(u)sa", a Corporate Responsibility initiative promoted by Sonae Sierra for "Acreditar - Associação de Pais e Amigos de Crianças com Cancro", for the construction of a shelter home in Porto, received an honourable mention at the "ICSC Foundation European Community Support Awards". The Corporate Responsibility initiative by Sonae Sierra was the first impulse to the creation of a campaign that gave visibility to this Association's cause and ensured the viability of the new home, through the raising of new support for the project.
Sonae Sierra received the "ICSC silver Solar Award" in the Digital Marketing category with an innovative Christmas campaign held for the first time in Portugal. Sonae Sierra was the only Portuguese company distinguished in Digital Marketing category. "Merry Norte" is the name of the award-winning project, which involved the use of two different technologies,
Face Tracking and Augmented Reality, to promote a distinctive experience during the Christmas campaign of NorteShopping.
The Consolidated Net Profit of Sonae Sierra in the first half of 2012 was €2.9 million which compares with a Consolidated Net Profit of €13.2 million in the same period of 2011.
This decrease of 78% in the company's result is explained by an unfavourable Indirect Result, consequence of the continuous increase in yields in Europe.
The Direct Result reached €31.6 million, which compare with €28.8 million in the same period of 2011, an increase of 10% mainly due to savings in operational costs as a result of the cost reduction effort.
The Direct Income from Investments is in line with the same period of last year. The increase of discounts and the decrease of Key Money and Turnover Rents in Europe were compensated by the increase in the revenue of Brazil's portfolio and the opening of the new shopping centres Le Terrazze and Uberlândia.
The Consolidated Balance Sheet continues to show a solid financial position. The total assets amounted to €2,563 million at the end of June 2012, with the increase in Investment Properties explained by the opening of the two shopping centres, Le Terrazze (Italy) and Uberlândia (Brazil), partially compensated by the adverse FX change in the Brazilian portfolio. On the other hand, these two openings lead to a reduction in the Properties under Development, although partially compensated by the on-going investments in Solingen, Londrina and Goiânia.
The Bank Debt increased as a consequence of the new bond loan in Brazil and the debt increase in Solingen. The Loan-to-Value (measured as net indebtedness less cash and equivalents, as a percentage of total properties), despite the increase from 43.7% to 44.6%, remains in a level below the target of 50%.
| Ratios | 30 Jun 12 | 31 Dec 11 |
|---|---|---|
| Loan-to-Value | 44.6% | 43.7% |
| Interest Cover | 3.04 | 2.82 |
| Development Ratio | 11.1% | 12.0% |
The Company measures its performance, in a first instance, based on changes in Net Asset Value (NAV) plus dividends distributed. The Company calculates its NAV on the basis of the guidelines published in 2007 by INREV (European Association for Investors in Non-listed Real Estate Vehicles), an association of which the Company is a member.
| Net Asset Value (NAV) | 30 Jun 12 | 31 Dec 11 |
|---|---|---|
| Amounts in $\epsilon$ 000 | ||
| NAV as per the financial statements | 899,189 | 941,090 |
| Revaluation to fair value of developments | 9,909 | 10.430 |
| Deferred Tax for properties | 231,198 | 238,686 |
| Goodwill related to deferred tax | $-36,073$ | $-36,073$ |
| Gross-up of Assets | 17,953 | 18,765 |
| NAV | 1,122,175 | 1,172,899 |
| NAV per share $\left(\bigoplus\right)$ | 34.51 | 36.07 |
Based on this methodology, the NAV of Sonae Sierra, as of the 30th June 2012, amounted €1.12 billion, which corresponds to a NAV per share of €34.51, 4.3% below the amount recorded at the end of 2011
| (unaudited accounts) | |||
|---|---|---|---|
| Consolidated Profit and Loss Account (€ 000) |
6M12 | 6M11 | % 12/11 |
| Direct Income from Investments | 103,920 | 103,242 | 1% |
| Direct costs from investments | 46,275 | 47,655 | -3% |
| EBITDA | 57,645 | 55,586 | 4% |
| Net financial costs | 18,465 | 18,824 | -2% |
| Other non-recurrent income/cost | (1,119) | (835) | -34% |
| Direct profit before taxes | 38,061 | 35,927 | 6% |
| Corporate tax | 6,507 | 7,172 | -9% |
| Direct net profit | 31,554 | 28,754 | 10% |
| Gains realized on sale of investments | 114 | (4,304) | 103% |
| Impairment & Development funds at risk provision | (1,037) | (3,603) | 71% |
| Value created on investments | (25,962) | (815) | - |
| Indirect income | (26,886) | (8,722) | -208% |
| Deferred tax | 1,813 | 6,854 | -74% |
| Indirect net profit | (28,699) | (15,575) | -84% |
| Net profit | 2,856 | 13,179 | -78% |
| Consolidated Balance Sheet (€ 000) |
30 Jun 12 | 31 Dec 11 | Var. (12 - 11) | |
|---|---|---|---|---|
| Investment properties | 2,120,300 | 2,058,594 | 61,706 | |
| Properties under development and others | 183,938 | 255,841 | -71,903 | |
| Other assets | 129,951 | 135,300 | -5,349 | |
| Cash & Equivalents | 129,098 | 113,798 | 15,300 | |
| Total assets | 2,563,287 | 2,563,533 | -245 | |
| Net worth | 899,189 | 941,090 | -41,901 | |
| Bank loans | 1,139,306 | 1,107,428 | 31,878 | |
| Deferred taxes | 282,146 | 286,956 | -4,810 | |
| Other liabilities | 242,646 | 228,058 | 14,588 | |
| Total liabilities | 1,664,098 | 1,622,442 | 41,656 | |
| Net worth and liabilities | 2,563,287 | 2,563,533 | -245 |
In the first six months of 2012, Sierra Investments contributed negatively to the Consolidated Net Profit with a loss of €12.4 million, which compares with a gain of €4.2 million in the same period of 2011. This variation in the Net Profit was due to an adverse Indirect Result, consequence of the continuous increase of yields in Europe: Portugal, Spain, Greece and Italy.
The Direct Profit presents a decrease of 3% versus the same period of last year due to an increase in provisions and in discounts. However, this variation was in part compensated by the increase in the portfolio, with the opening of Le Terrazze in the first quarter of the year.
| (unaudited accounts) | |||
|---|---|---|---|
| Profit & Loss Account | 6M12 | 6M11 | %12/11 |
| (€000) | |||
| Retail Net Operating Margin | 49,962 | 51,368 | $-3%$ |
| Parking Net Operating Margin | 495 | 665 | $-26%$ |
| Co-generation Net Operating Margin | 123 | 283 | $-57%$ |
| Shopping Centre Net Operating Income | 50,580 | 52,317 | -3% |
| Offices Net Operating Income | 0 | 0 | |
| Asset Management Net Operating Income | 702 | 1,075 | $-35%$ |
| Net Operating Income (NOI) | 51,281 | 53,392 | -4% |
| Net financial costs | 19,860 | 18,244 | 9% |
| Other non-recurrent income/cost | 2,269 | 2,699 | $-16%$ |
| Corporate tax | 3,871 | 6,335 | -39% |
| Direct net profit | 25,281 | 26,113 | -3% |
| Gains realized on sale of investments | 0 | (4,304) | 100% |
| Value created on investments | (42, 221) | (17, 749) | $-138%$ |
| Deferred tax | (4,577) | (99) | |
| Indirect net profit | (37, 644) | (21, 954) | -71% |
| Net Profit | (12, 364) | 4,159 | $-397%$ |
| Consolidated Balance Sheet | |||
|---|---|---|---|
| (€000) | 30 Jun 12 | 31 Dec 11 | Var. (12 - 11) |
| Investment properties & others | 1,769,301 | 1,747,849 | 21,451 |
| Other assets | 182.597 | 180,502 | 2,095 |
| Cash & Equivalents | 51,032 | 45.976 | 5,056 |
| Total assets | 2,002,929 | 1,974,327 | 28,602 |
| Net worth | 624.585 | 644.698 | $-20,113$ |
| Bank loans | 957.549 | 947.275 | 10,275 |
| Deferred taxes | 226,352 | 230,134 | $-3,782$ |
| Other liabilities | 194.443 | 152,220 | 42,223 |
| Net Worth and liabilities | 2,002,929 | 1,974,327 | 28,602 |
Sierra Developments contributed negatively to the Consolidated Net Profit with a loss of €12 million which compares with a loss of €16.9 million in 2011.
The Net Profit presents an increase of 29% versus the same period of last year mainly due to an increase of the Financial Result and a decrease in the operational costs.
| (unaudited accounts) | |||
|---|---|---|---|
| Profit & Loss Account | |||
| (€ 000) | 6M12 | 6M11 | % 12/11 |
| Project Development Services Rendered | 2,116 | 2,130 | -1% |
| Value created in projects | (6,933) | (7,438) | 7% |
| Operating Income | (4,817) | (5,308) | 9% |
| Operating costs | 8,938 | 11,487 | -22% |
| Net Operating Income (NOI) | (13,755) | (16,795) | 18% |
| Depreciation and provisions | 37 | 1 | - |
| Net financial costs | (616) | 1,991 | -131% |
| Other non-recurrent income/cost | 100 | 397 | -75% |
| Income Tax | (1,238) | (2,320) | 47% |
| Net Profit | (12,037) | (16,864) | 29% |
| Consolidated Balance Sheet (€ 000) |
30 Jun 12 | 31 Dec 11 | Var. (12 - 11) |
| Properties under development | 134,673 | 187,888 | -53,215 |
| Other assets | 79,581 | 70,690 | 8,891 |
| Cash & Equivalents | 3,596 | 7,244 | -3,649 |
| Total assets | 217,850 | 265,822 | -47,972 |
| Net worth | 6,012 | 19,403 | -13,391 |
| Bank loans | 17,353 | 40,570 | -23,217 |
| Shareholder loans | 82,380 | 89,955 | -7,575 |
| Deferred taxes | 153 | 3,531 | -3,378 |
| Other liabilities | 111,952 | 112,363 | -411 |
| Net worth and liabilities | 217,850 | 265,822 | -47,972 |
$\mathbf{u}$ and $\mathbf{u}$
$\sim$
In the first half of 2012, Sierra Management contributed with €2.3 million to the Consolidated Net Profit of Sonae Sierra, against €2.2 million in the same period of 2011.
This positive variation of 5% versus the same period of last year was due to a decrease in other costs related to personnel.
The Common Charges policy was changed during this first half year. Up to now the personnel costs with the teams in the shopping centres were supported directly by the Centres. From now on, they are paid by the management company, who will then charge a fixed fee. The change of this policy explains the increase in the Management Services, compensated however by the increase in Personnel Costs.
| (unaudited accounts) | |||||
|---|---|---|---|---|---|
| Profit & Loss Account $(\epsilon 000)$ Consolidated Balance Sheet |
6M12 | 6M11 | %12/11 | ||
| Total Income from Management Services | 17,363 | 16,713 | 4% | ||
| Operating Costs | 14,493 | 13,768 | 5% | ||
| Net Operating Income (NOI) | 2,870 | 2,945 | -3% | ||
| Net financial costs | (413) | (460) | 10% | ||
| Other non-recurrent income/cost | 10 | 0 | |||
| Income tax | 953 | 1,204 | $-21%$ | ||
| Net Profit | 2,319 | 2,200 | 5% | ||
| (€000) | 30 Jun 12 | 31 Dec 11 | Var. (12 - 11) | ||
| Other assets | 28,305 | 24,973 | 3,332 | ||
| Cash & Equivalents | 30,725 | 38,666 | $-7,941$ | ||
| Total assets | 59,030 | 63,639 | $-4,609$ | ||
| Net worth | 16,346 | 14,027 | 2,319 | ||
| Other liabilities | 42,684 | 49,613 | $-6,929$ | ||
| Net Worth and liabilities | 59,030 | 63,639 | $-4,609$ |
Sonae Sierra Brazil consolidates the Brazilian companies and the structure in Europe who are the owner of the Brazilian companies.
In the first half of 2012, Sonae Sierra Brazil contributed with €24.9 million to the Consolidated Net Profit of Sonae Sierra, against €23.7 million in the same period of 2011.
This positive variation of 5% is due to a more favourable Indirect Result explained by the yield compression in the main Brazilian assets.
Direct Result decreased 9% versus the same period of last year, mainly explained by the increase of Financial Costs related with the new Bond Loan placed in the market in the first quarter of the year.
| (unaudited accounts) | |||
|---|---|---|---|
| Profit & Loss Account (€ 000) |
6M12 | 6M11 | % 12/11 |
| Retail Net Operating Margin | 11,499 | 10,419 | 10% |
| Parking Net Operating Margin | 1,720 | 1,583 | 9% |
| Shopping Centre Net Operating Income | 13,218 | 12,002 | 10% |
| Total Income from Services Rendered | 2,850 | 2,717 | 5% |
| Overheads | 4,333 | 3,659 | 18% |
| Net Operating Income (NOI) | 11,734 | 11,059 | 6% |
| Net financial costs/(income) | (366) | (952) | -62% |
| Other non-recurrent income/cost | 120 | 125 | -4% |
| Corporate tax | 2,316 | 1,277 | 81% |
| Direct Profit | 9,665 | 10,610 | -9% |
| Value created on investments | 22,903 | 20,927 | 9% |
| Deferred tax | 7,632 | 7,828 | -2% |
| Indirect net profit | 15,271 | 13,100 | 17% |
| Net Profit | 24,937 | 23,709 | 5% |
| Consolidated Balance Sheet | |||
|---|---|---|---|
| (€ 000) | 30 Jun 12 | 31 Dec 11 | Var. (12 - 11) |
| Properties | 394,330 | 372,776 | 21,554 |
| Other assets | 15,416 | 13,786 | 1,631 |
| Cash & Equivalents | 83,445 | 54,851 | 28,594 |
| Total Assets | 493,191 | 441,413 | 51,778 |
| Net worth | 321,849 | 323,778 | -1,930 |
| Bank loans | 89,423 | 45,637 | 43,786 |
| Deferred taxes | 59,005 | 55,935 | 3,070 |
| Other liabilities | 22,914 | 16,062 | 6,852 |
| Net Worth and liabilities | 493,191 | 441,413 | 51,778 |
Maia, 24 July 2012.
The Board of Directors
Paulo Azevedo Chairman (non-executive)
Fernando Guedes Oliveira President
José Edmundo Figueiredo Director
Ana Guedes Oliveira Director
Mark Preston Director (non-executive)
Ângelo Paupério Director (non-executive) Neil Jones Director (non-executive)
João Correia de Sampaio Director
Nicholas Scarles Director (non-executive)
José Baeta Tomás Director
Pedro Caupers Director
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Translation of the statement of financial position originally issued in Portuguese - Note 14)
(Amounts stated in thousands of Euro)
| 30 June | 31 December | 30 June | ||
|---|---|---|---|---|
| ASSETS | Notes | 2012 | 2011 | 2011 |
| NON CURRENT ASSETS: | ||||
| Investment properties | 5 | 3,158,392 | 3,104,769 | 3,168,759 |
| Investment properties in progress | 5 | 175,870 | 256,536 | 216,597 |
| Property, plant and equipment | 1,856 | 2,169 | 2,496 | |
| Goodwill | 6 | 45,723 | 45,723 | 45,983 |
| Intangible assets | 4,180 | 4,571 | 5,479 | |
| Investments in associates and companies excluded from consolidation | 3 | 83,724 | 84,970 | 88,290 |
| Deferred tax assets | 28,133 | 29,820 | 19,111 | |
| Derivative financial instruments | 7 | 1 | - | 2,950 |
| State and other public entities | 295 | 311 | 393 | |
| Other non current assets | 33,082 | 33,460 | 25,518 | |
| Total non current assets | 3,531,256 | 3,562,329 | 3,575,576 | |
| CURRENT ASSETS: | ||||
| Trade receivables | 37,019 | 30,139 | 32,902 | |
| State and other public entities | 31,709 | 36,924 | 37,933 | |
| Other receivables | 32,105 | 29,234 | 26,727 | |
| Other current assets | 15,012 | 18,106 | 11,641 | |
| Cash and cash equivalents | 189,815 | 150,232 | 182,697 | |
| Total current assets | 305,660 | 264,635 | 291,900 | |
| Total assets | 3,836,916 | 3,826,964 | 3,867,476 | |
| EQUITY, NON-CONTROLLING INTERESTS AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 162,245 | 162,245 | 162,245 | |
| Reserves | 57,329 | 57,329 | 57,329 | |
| Translation Reserve | (17,791) | 5,273 | 26,081 | |
| Hedging Reserve | (24,499) | (23,889) | (12,852) | |
| Retained earnings | 718,981 | 730,499 | 730,839 | |
| Consolidated net profit for the period attributable to the equity holders of Sonae Sierr Equity attributable to the equity holders of Sonae Sierra |
2,856 899,121 |
9,748 941,205 |
13,179 976,821 |
|
| Non-controlling interests | 10 | 541,016 | 551,062 | 572,626 |
| Total Equity | 1,440,137 | 1,492,267 | 1,549,447 | |
| LIABILITIES: | ||||
| NON CURRENT LIABILITIES: | ||||
| Long term debt - net of current portion | 7 | 1,381,650 | 1,394,898 | 1,363,867 |
| Debentures loans - net of current portion | 7 | 131,864 | 74,876 | 74,818 |
| Derivative financial instruments | 7 | 50,254 | 48,611 | 24,599 |
| Other shareholders | 9 | 7,575 | 8,503 | 9,870 |
| Trade payables | 5,365 | 543 | 6,074 | |
| Other non current liabilities | 22,140 | 13,544 | 12,923 | |
| Provisions Deferred tax liabilities |
371 499,032 |
386 506,238 |
319 515,168 |
|
| Total non current liabilities | 2,098,251 | 2,047,599 | 2,007,638 | |
| CURRENT LIABILITIES: | ||||
| Current portion of long term debt Current portion of long term of debentures loans |
7 7 |
80,726 (120) |
83,467 (116) |
111,075 (112) |
| Short term debt and other borrowings | 8 | 4,962 | 133 | 36 |
| Other shareholders | 9 | 10,865 | 10,791 | 10,791 |
| Trade payables | 26,134 | 34,047 | 33,970 | |
| State and other public entities | 30,480 | 22,999 | 26,141 | |
| Other payables | 49,619 | 50,050 | 51,410 | |
| Other current liabilities | 94,138 | 83,913 | 75,223 | |
| Provisions | 1,724 | 1,814 | 1,857 | |
| Total current liabilities | 298,528 | 287,098 | 310,391 | |
| Total equity, minority interests and liabilities | 3,836,916 | 3,826,964 | 3,867,476 | |
The accompanying notes form an integral part of these consolidated statements of financial position.
(Translation of statement of profit and loss originally issued in Portuguese - Note 14)
(Amounts stated in thousands of Euro)
| Notes | 2012 | 2011 | |
|---|---|---|---|
| Operating revenue: Services rendered Variation in fair value of the investment properties Other operating revenue Total operating revenue |
5 | 191,746 (38,369) 6,466 159,843 |
193,454 8,176 5,724 207,354 |
| Operating expenses: External supplies and services Personnel expenses Depreciation and amortisation Provisions and impairment Write-off and impairment losses Other operating expenses Total operating expenses Net operating profit |
(69,276) (25,611) (1,098) (6,662) (1,037) (8,773) (112,457) 47,386 |
(70,491) (27,237) (1,076) (3,645) (3,626) (11,951) (118,026) 89,328 |
|
| Financial income | 3 | 8,292 | 5,178 |
| Financial expenses | (33,619) | (32,419) | |
| Share of results of associated undertakings | (213) | (2,096) | |
| Gains and losses on investments | (112) | (47) | |
| Profit before income tax | 21,734 | 59,944 | |
| Income tax | (12,549) | (23,628) | |
| Profit after income tax | 9,185 | 36,316 | |
| Net profit after tax from discontinuing operations | - | - | |
| Consolidated net profit for the period | 9,185 | 36,316 | |
| Attributable to: Equity holders of Sonae Sierra Non-controlling interests Consolidated net profit per share: |
10 | 2,856 6,329 9,185 |
13,179 23,137 36,316 |
| Basic | - | 0.088 | 0.405 |
| Diluted | - | 0.088 | 0.405 |
The accompanying notes form an integral part of these consolidated statements of profit and loss.
(Translation of the statement of comprehensive income originally issued in Portuguese - Note 14)
(Amounts stated in thousands of Euro)
| Notes | 2012 | 2011 | |
|---|---|---|---|
| Consolidated net profit for the period | 9,185 | 36,316 | |
| Changes in the currency translation differences | (35,210) | (9,660) | |
| Changes in the fair value of hedging instruments | (1,245) | 18,020 | |
| Income tax related to components of other comprehensive income | 179 | (3,036) | |
| Costs related to IPO "Brazil" | - | (5,302) | |
| Loss on IPO "Brazil" | - | (313) | |
| Others | (132) | 80 | |
| Other comprehensive income of the period | (36,408) | (211) | |
| Total comprehensive income for the period | (27,223) | 36,105 | |
| Attributable to: | |||
| Equity holders of Sonae Sierra | (20,950) | 12,368 | |
| Non-controlling interests | (6,273) | 23,737 | |
| (27,223) | 36,105 |
The accompanying notes form an integral part of these consolidated statements of comprehensive income.
(Translation of statements of changes in equity originally issued in Portuguese - Note 14)
(Amounts stated in thousands of Euro)
| Att rib uta ble to Eq uit Ho lde of So e S ier y rs na ra |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Re ser ve s |
|||||||||
| Sh are |
Le l ga |
Tra nsl ati on |
dg He ing |
d Re tai ne |
Ne t |
g Int sts ere |
|||
| ita l cap |
Re ser ve s |
res erv e |
res erv e |
rni ea ng s |
fit pro |
tal To |
tal To |
||
| Bal 1 D mb t 3 201 0 anc e a ece er |
162 ,24 5 |
57 ,32 9 |
44 ,90 2 |
(21 1) ,19 |
748 ,45 2 |
8,6 94 |
1,0 00, 431 |
432 ,14 0 |
1,4 32, 571 |
| App riat ion of sol ida ted t pr ofit fo r 20 10: rop con ne |
|||||||||
| Tra nsf o le gal d re tain ed nin er t re ser ves an ear gs |
- | - | - | - | (15 ,04 1) |
15, 041 |
- | - | - |
| Div ide nds dis trib ute d |
- | - | - | - | - | (23 5) ,73 |
(23 5) ,73 |
(2, ) 165 |
(25 0) ,90 |
| - | - | - | - | (15 1) ,04 |
(8, ) 694 |
(23 5) ,73 |
(2, ) 165 |
(25 0) ,90 |
|
| Cur nsl atio n d iffe tra ren cy ren ces |
- | - | (6, ) 578 |
- | - | - | (6, ) 578 |
(3,0 82) |
(9, ) 660 |
| Tra nsf to n tro llin g in tere sts er on- con |
- | - | - | - | - | - | - | - | - |
| Cos ts i rred wi th t he IPO in Bra zil ncu |
- | - | - | - | (2, 332 ) |
- | (2, 332 ) |
(1, ) 167 |
(3, 499 ) |
| Fai lue of hed gin g in stru nts r va me |
- | - | - | 11 ,47 8 |
- | - | 11 ,47 8 |
6,5 42 |
18 ,02 0 |
| Def ed in fair lue of hed gin g in tax stru nts err va me ital inc se/ dec |
- | - | - | (3, ) 139 |
- | - | (3, ) 139 |
(1, ) 700 34 0 |
(4, ) 839 34 |
| Cap rea rea se Acq uis itio ns/ sal f su bsid iari effe ct e o es |
(12 3) ,24 |
(31 3) |
- (12 6) ,55 |
,97 83, 944 |
,97 0 71 ,38 8 |
||||
| Con sol ida ted ofit fo riod ded t pr 30 Ju 201 1 ne r pe en ne |
- | - | - | - - |
- | 13, 179 |
13 ,17 9 |
23, 137 |
36 ,31 6 |
| Oth ers |
- | - | - | - | 73 | - | 73 | 7 | 80 |
| Bal t 30 Ju 201 1 anc e a ne |
162 ,24 5 |
57 ,32 9 |
26, 081 |
(12 2) ,85 |
730 ,83 9 |
13, 179 |
97 6,8 21 |
572 ,62 6 |
1,5 49, 447 |
| mb Bal t 3 1 D 201 1 anc e a ece er |
162 ,24 5 |
57 ,32 9 |
5,2 73 |
(23 9) ,88 |
730 ,49 9 |
9,7 48 |
94 1,2 05 |
551 ,06 2 |
1,4 92, 267 |
| App riat ion of sol ida ted t pr ofit fo r 20 11: rop con ne |
|||||||||
| Tra nsf o le gal d re tain ed nin er t re ser ves an ear gs |
- | - | - | - | (11 ,38 6) |
386 11, |
- | - | - |
| Div ide nds dis trib ute d |
- | - | - | - | - | (21 4) ,13 |
(21 4) ,13 |
(3, ) 773 |
(24 7) ,90 |
| - | - | - | - | (11 6) ,38 |
(9, ) 748 |
(21 4) ,13 |
(3, ) 773 |
(24 7) ,90 |
|
| Cur nsl atio n d iffe tra ren cy ren ces |
- | - | (23 ,06 4) |
- | - | - | (23 ,06 4) |
(12 ,14 6) |
(35 ,21 0) |
| Fai lue of hed gin g in stru nts r va me |
- | - | - | (71 9) 10 9 |
- | - | (71 9) 10 9 |
(52 6) 70 |
(1, ) 245 17 |
| Def ed tax in fair lue of hed gin g in stru nts err va me Cap ital inc se/ dec rea rea |
- - |
- - |
- | - | - | 9 | |||
| se ns/ Acq uis itio sal f su bsid iari effe ct e o es |
- | - | - - |
- - |
- - |
- - |
- - |
- | |
| Cha s in shi f su bsid iari nge ow ner p o es |
- | - | - | - | - | - | - | - - |
|
| Con sol ida ted t pr ofit fo riod ded 30 Ju 201 2 ne r pe en ne |
- | - | - | - | - | 2,8 56 |
2,8 56 |
6,3 29 |
9,1 85 |
| Oth ers |
- | - | - | - | (13 2) |
- | (13 2) |
- | (13 2) |
| Bal t 30 Ju 201 2 anc e a ne |
162 ,24 5 |
57 ,32 9 |
(17 1) ,79 |
(24 9) ,49 |
718 ,98 1 |
2,8 56 |
89 9,1 21 |
541 ,01 6 |
1,4 40, 137 |
The accompanying notes form an integral part of these consolidated statement of changes in equity.
(Translation of statement of cash flow originally issued in Portuguese - Note 14)
(Amounts stated in thousands of Euro)
| 2012 | 2011 | ||||
|---|---|---|---|---|---|
| OPERATING ACTIVITIES: | |||||
| Received from clients Paid to suppliers Paid to personnel |
182,690 (72,471) (27,778) |
195,034 (68,710) (30,603) |
|||
| Flows from operations | 82,441 | 95,721 | |||
| (Payments)/receipts of income tax Other (payments)/receipts relating to operating activities |
(3,223) 1,767 |
(6,610) (4,557) |
|||
| Flows from operating activities [1] | 80,985 | 84,554 | |||
| INVESTING ACTIVITIES: | |||||
| Receipts relating to: | |||||
| Investments Tangible fixed assets Interest income Dividends Other |
468 11,223 7,424 624 - |
19,739 | 283 120,723 4,648 152 3,176 |
128,982 | |
| Payments relating to: | |||||
| Investments Tangible fixed assets Intangible fixed assets Other |
(650) (45,544) (409) (1,299) |
(47,902) | (219) (41,615) (775) (3,060) |
(45,669) | |
| Variation in Loans granted | (64) | (73) | |||
| Flows from investing activities [2] | (28,227) | 83,240 | |||
| FINANCING ACTIVITIES: Receipts relating to: |
|||||
| Capital increase and share premiums Bank loans Other |
- 99,561 - |
99,561 | 96,371 33,388 - |
129,759 | |
| Payments relating to: | |||||
| Interest expenses Dividends Decrease of share capital - nominal value and discounts and premiums |
(31,437) (27,510) - |
(29,547) (2,167) - |
|||
| Bank loans Other Variation in Loans obtained - others |
(44,074) - |
(103,021) (931) |
(137,539) - |
(169,253) (1,081) |
|
| Flows from financing activities [3] | (4,391) | (40,575) | |||
| Variation in cash and cash equivalents [4]=[1]+[2]+[3] | 48,367 | 127,219 | |||
| Effect of exchange differences | (8,651) | 1,348 | |||
| Cash and cash equivalents at the beginning of the year | 150,099 | 54,129 | |||
| Cash and cash equivalents at the end of the year | 189,815 | 182,696 |
The accompanying notes form an integral part of these consolidated statements of cash flows.
(Translation of notes originally issued in Portuguese – Note 14)
(Amounts stated in thousands of Euro - kEuro)
SONAE SIERRA, S.G.P.S., S.A. ("the Company" or "Sonae Sierra"), which has its head office in Lugar do Espido, Via Norte, Apartado 1197, 4471-909 Maia – Portugal, is the parent company of a group of companies ("the Group").
The Group's operations consist of investment, management and development of shopping centres.
The Group operates in Portugal, Brazil, Spain, Greece, Germany, Italy, Romania, Colombia, Morocco, Algeria and Netherlands.
These financial statements are presented in Euro because that is the currency of the primary economic environment in which the group operates.
The accompanying consolidated interim financial statements have been prepared according to the International Financial Report Standards ("IFRS") and approved by the European Union, applicable to economic years beginning on 1 January 2012. These correspond to the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC") and endorsed by the European Union.
The accompanying consolidated financial statements have been prepared on a going concern basis and under the historical cost convention, except for investment properties and financial instruments which are stated at fair value, from the accounting records of the companies included in the consolidation maintained in accordance with generally accepted accounting principles in the countries of each company adjusted, in the consolidation process, to International Financial Reporting Standards ("IFRS"), as endorsed by the European Union.
The board of Directors understands that the accompanying interim consolidated financial statements and the following disclosures, allow an adequate presentation of interim consolidated financial information under IAS 34 – Interim financial reporting. To obtain additional information on the accounting policies of the Group and other information, please refer to the annual consolidated financial statements as of 31 December 2011.
The following standards and interpretations, with mandatory application in future financial years, were, until the date of approval of these financial statements, endorsed by the European Union:
| Applicable for | |
|---|---|
| financial years beginning on / after |
|
| Amendments to IAS 1 - Presentation of Items of Other Comprehensive Income | 01-Jul-12 |
| Amendments to IAS 19 - Employee Benefits | 01-Jan-13 |
These standards, despite being endorsed by the European Union, were not adopted by the Group in 2012 because their application is not yet mandatory. It is not anticipated that there will be retrospective adjustments in the consolidated financial statements of the Group from the adoption of these standards.
The following standards and interpretations were issued by the IASB and they are not yet endorsed by the European Union:
| Applicable for | |
|---|---|
| financial years beginning on / after |
|
| IFRS 9 - Financial Instruments | 01-Jan-15 |
| IFRS 10 - Consolidated Financial Statements | 01-Jan-13 |
| IFRS 11 - Joint Arrangements | 01-Jan-13 |
| IFRS 12 - Disclosure of Interests in Other Entities | 01-Jan-13 |
| IFRS 13 - Fair Value Measurement | 01-Jan-13 |
| IAS 27 (Revised 2011)- Separate Financial Statements | 01-Jan-13 |
| IAS 28 (Revised 2011)- Investments in Associates and Joint Ventures | 01-Jan-13 |
| Amendments to IAS 12 - Deferred Tax: Recovery of Underlying Assets | 01-Jan-12 |
| Amendments to IFRS 1 - Severe H yperinflaction and Removal of Fixed Dates for Fisrt-time Adopters e d e ts to S a c a st u e ts sc osu es O sett g a c a ssets a d |
01-Jul-11 a c a |
| Liabilities | 01-Jan-13 |
| Amendments to IAS 32 - Financial Instruments - Offsetting Financial Assets and Financial Liabilities | 01-Jan-14 |
| Amendments to IFRS 1 - Government Loans | 01-Jan-13 |
| Improvements to IFRS (2009-2011) | 01-Jan-13 |
| Transition Guidance (Amendments to IFRS 10, IFRS 11 and IFRS 12) | 01-Jan-13 |
| IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine | 01-Jan-13 |
Regarding IFRS 11 – Joint Arrangements, it is estimated a significant impact on the consolidated financial statements, namely derived from the abolition of the proportional method of consolidation regarding the Group's investments in joint ventures. In relation to the remaining standards it is not anticipated any significant impact on the accompanying consolidated financial statements. Any of these standards were adopted by the Group as they were not yet endorsed by the European Union.
The associated companies and other companies excluded from consolidation, their head offices, percentages of their share capital held by the Group and book value as of 30 June 2012 and 31 December 2011, are as follows:
| 30 June 2012 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Head | Net | Net profit | ||||||
| Office | Assets | Liabilities | Equity | Profit | % own | Book value | held | |
| Associated companies: | ||||||||
| Campo Limpo Lda | S. Paulo (Brazil) | 71,586 | 17,484 | 54,102 | 4,988 | 10.00% | 5,410 | 499 |
| Sierra Portugal Real Estate ("SPF") (*) Goodwill SPF |
Luxembourg | 384,285 | 281,685 | 102,600 | (5,773) | 47.50% | 48,736 13,047 |
(2,742) - |
| Sonaegest - Soc . Gestora de Fundos de Investimento, S | Maia | 1,540 | 195 | 1,345 | 328 | 20.00% | 269 | 65 |
| ALEXA Asset GmbH & Co, KG (**) Goodwill Alexa |
Dusseldorf (Germany) | 388,971 | 218,057 | 170,914 | 21,836 | 9.00% | 15,382 518 |
1,965 - |
| 83,362 | (213) | |||||||
| Other participations: | ||||||||
| Ercasa Cogeneración S.A. | Grancasa (Spain) | 5.00% | 48 | - | ||||
| Car Parking of Grancasa | Grancasa (Spain) | 62.37% | 216 | - | ||||
| Sierra Cevital Shopping Center, Spa | Algeria | 49.00% | 98 | - | ||||
| 362 | - | |||||||
| 83,724 | (213) |
| 31 December 2011 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Head | Net | Net profit | ||||||
| Office | Assets | Liabilities | Equity | Profit | % own | Book value | held | |
| Associated companies: | ||||||||
| Campo Limpo Lda | S. Paulo (Brazil) | 72,197 | 17,253 | 54,944 | 16,873 | 10.00% | 5,494 | 1,687 |
| Sierra Portugal Real Estate ("SPF") (*) Goodwill SPF |
Luxembourg | 396,681 | 289,208 | 107,473 | (27,559) | 47.50% | 51,051 13,047 |
(13,091) (980) |
| Sonaegest - Soc . Gestora de Fundos de Investimento, S | Maia | 1,531 | 121 | 1,410 | 436 | 20.00% | 282 | 87 |
| ALEXA Asset GmbH & Co, KG (**) Goodwill Alexa |
Dusseldorf (Germany) | 379,934 | 222,269 | 157,665 | 11,030 | 9.00% | 14,190 518 |
497 - |
| 84,582 | (11,800) | |||||||
| Other participations: | ||||||||
| Ercasa Cogeneración S.A. | Grancasa (Spain) | 5.00% | 48 | - | ||||
| Car Parking of Grancasa | Grancasa (Spain) | 62.37% | 242 | - | ||||
| Sierra Cevital Shopping Center, Spa | Algeria | 49.00% | 98 | - | ||||
| 388 | - | |||||||
| 84,970 | (11,800) |
(*) Amounts related to the consolidated accounts of "SPF". This company owns the following investments:
| % own | |
|---|---|
| 8ª Avenida Centro Comercial, SA. | 100% |
| ALBCC Albufeirashopping C.Comercial S.A. | 50% |
| Arrábidashopping- Centro Comercial, S.A. | 50% |
| Gaiashopping I- Centro Comercial, S.A. | 50% |
| Gaiashopping II- Centro Comercial, S.A. | 50% |
| LCC LeiriaShopping Centro Comercial S.A. | 100% |
| Loureshopping- Centro Comercial, S.A. | 50% |
| PORTCC - Portimaoshopping C.Comercial S.A. | 50% |
| Rio Sul- Centro Comercial, S.A. | 50% |
| Serra Shopping- Centro Comercial, S.A. | 50% |
(**) At the end of 2011 it was acquired an aditional percentage of 4.5% of Alexa KG which had no impac t in the Consolidated net profit of 2011; the net profit of the company was integrated at 4.5%.
The associated companies were included in the consolidation by the equity method.
During the first half years ended 30 June 2012 and 2011, the movement occurred in associated companies was as follows:
| 30.06.12 | 30.06.11 | |
|---|---|---|
| Opening balance | 84,582 | 88,917 |
| Capital decrease | (468) | - |
| Effect of the application of the equity method: | ||
| Hedging reserve | 482 | 1,408 |
| Translation reserve | (365) | (77) |
| Net profit | (213) | (2,096) |
| Dividends | (656) | (152) |
| Impairment losses | - | - |
| 83,362 | 88,000 |
During the first half of 2012 didn't occurred any acquisitions and sales of companies.
The main acquisitions and sales of companies occurred during the first half of 2011 were as follows:
During February and March 2011, the jointly controlled entity Sonae Sierra Brasil SA ("Sonae Sierra Brasil"), a company incorporated under the Brazilian law, carried out an initial public offer of 23,251,043 ordinary shares issued by the Company, all nominative, without par value, free and clear of any liens or charges, at the price of R\$ 20.00 per share, for a total of R\$ 465,020,860.00. After this operation, the jointly controlled entity "Sonae Sierra Brasil," which holds companies headquartered in Brazil, is now held by the Group at 33.32%. This transaction resulted in a loss of kEuro 12,556 recognised in the equity, which includes the transfer to non-controlling interests of the currency conversion reserve in the amount of KEuro -12,243. At this date were also recognised in equity the costs of the public offering (net of taxes) worth KEuro 2,332.
The movement in investment properties during the first half years ended 30 June 2012 and 2011 was as follows:
| 30 June 2012 | ||||||
|---|---|---|---|---|---|---|
| Investment properties | ||||||
| in progress | ||||||
| in operation | "Fit Out" | at cost | at fair value | Advances | Total | |
| Opening balance | 3,100,957 | 3,812 | 134,237 | 120,574 | 1,725 | 3,361,305 |
| Increases | 21,967 | 999 | 29,540 | 14,987 | - | 67,493 |
| Impairments and write-off | - | - | (1,037) | - | - | (1,037) |
| Sales | (2,289) | - | (8,594) | - | - | (10,883) |
| Fit-out receivables | - | (1,061) | - | - | - | (1,061) |
| Transfers | - | (237) | (76) | (143) | - | (456) |
| Increases by transfer from investment properties in | ||||||
| progress: | ||||||
| - Produc tion cost | 108,425 | 15 | 25,828 | (134,268) | - | - |
| - Adjustment to fair value | 2,836 | - | - | (1,350) | - | 1,486 |
| Variation in fair value of the investment properties | ||||||
| between years | ||||||
| - Gains | 40,726 | 51 | - | - | - | 40,777 |
| - Losses | (80,538) | (94) | - | - | - | (80,632) |
| Currency translation differences | (37,177) | - | (5,753) | 200 | - | (42,730) |
| Closing balance | 3,154,907 | 3,485 | 174,145 | - | 1,725 | 3,334,262 |
| 30 June 2011 Investment properties in progress |
|||||||
|---|---|---|---|---|---|---|---|
| in operation | "Fit Out" | at cost at fair value | Advances | Total | |||
| Opening balance | 3,259,697 | 4,058 | 123,288 | 78,528 | 1,725 | 3,467,296 | |
| Increases | 9,689 | - | 738 | 31,452 | - | 41,879 | |
| Impairments and write-off | - | - | (3,626) | - | - | (3,626) | |
| Sales | (120,000) | - | - | - | - | (120,000) | |
| Fit-out receivables | - | (216) | - | - | - | (216) | |
| Transfers | - | - | (245) | (24) | - | (269) | |
| Increases by transfer from investment properties in progress: |
|||||||
| - Produc tion cost | 8,290 | - | 1,807 | (10,097) | - | - | |
| - Adjustment to fair value | 6,263 | - | - | (3,670) | - | 2,593 | |
| Variation in fair value of the investment properties between years |
|||||||
| - Gains | 40,842 | 100 | - | - | - | 40,942 | |
| - Losses | (31,973) | (35) | - | (3,351) | - | (35,359) | |
| Currency translation differences | (7,956) | - | 469 | (397) | - | (7,884) | |
| Closing balance | 3,164,852 | 3,907 | 122,431 | 92,441 | 1,725 | 3,385,356 |
As of 30 June 2012, 31 December 2011 and 30 June 2011 investment properties in operation can be detailed as follows:
| 30.06.12 | 31.12.11 | 30.06.11 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exit Yield 10 yr discount rate |
Exit Yield 10 yr discount rate |
10 yr discount rate | Exit Yield | ||||||||||||
| Floor | Cap | Floor | Cap | Amount | Floor | Cap | Floor | Cap | Amount | Floor | Cap | Floor | Cap | Amount | |
| Portugal/Spain Other European Countries Brazil |
8.95% 6.50% 12.50% |
12.75% 13.50% 14.00% |
6.45% 6.00% 8.00% |
10.25% 10.50% 9.50% |
1,873,802 733,536 547,569 3,154,907 |
8.15% 0.00% 0.00% |
12.05% 13.00% 14.00% |
6.15% 0.00% 0.00% |
10.05% 10.00% 9.50% |
1,930,202 684,483 486,272 3,100,957 |
0.00% 0.00% 0.00% |
11.95% 10.75% 14.00% |
0.00% 0.00% 0.00% |
9.45% 8.00% 9.50% |
2,012,969 673,246 478,637 3,164,852 |
The fair value of each investment property was determined by means of a valuation as of the reporting date made by an independent specialised entity (Cushman & Wakefield).
The valuation of these investment properties was made in accordance with the Practice Statements of the RICS Appraisal and Valuation Manual published by The Royal Institution of Chartered Surveyors ("Red Book"), located in England.
The methodology used to compute the market value of the investment properties consists in preparing 10 years projections of income and expenses of each shopping centre added to the residual value, corresponding to a projected net income of year 11 and a return market rate ("Exit yield" or "cap rate"). These projections are then discounted to the valuation date using a discount market rate. Projections are intended to reflect the actual best estimate of the valuer regarding future revenues and costs of each shopping. Both the return rate and discount rate are defined in accordance to the local real estate and institutional market conditions, being the reasonability of the market value obtained in accordance to the methodology above referred, tested also in terms of initial return, and obtained with the estimated net income for the 1st year of projections.
In the valuation of investment properties some assumptions, that in accordance with the Red Book are considered to be special, were in addition considered, namely in the case of recently inaugurated shopping centres, in which the possible costs still to be incurred were not considered, as the accompanying financial statements already include a provision for them.
The open market value of the investment properties under development as at the reporting date is calculated by subtracting from the open market value at opening, calculated using the methodology described above, the investment necessary to finish the project and weighted by a risk factor defined by the valuer.
According to the valuer, whenever uncertainty could have a material effect on the opinion of value, the Red Book requires the valuer needs to draw attention to this, indicating the cause of the uncertainty and the degree to which this is reflected in the valuation reported.
It is opinion of the valuer that the ongoing lack of availability of finance continues to impact on the market, particularly for secondary or vacant properties, which have experienced unusually low transaction volumes. As a consequence, there has been a significant reduction in market evidence upon which to base its valuation and so the valuer has had to exercise a greater degree of judgement than usual. The valuer has considered both current and historic market evidence available and endeavoured to reflect current market sentiment, although the signals are mixed.
It has been held that valuers may properly conclude within a range of values. This range is likely to be greater in an illiquid market where inherent uncertainty exists and a greater degree of judgment must therefore be applied.
Although some companies are facing financial difficulties, it is not appropriate to conclude all recent market activity represents forced transactions. An imbalance between supply and demand (for example. fewer buyers than sellers) is not always a determinant of a forced transaction. A seller might be under financial pressure to sell, but it is still able to sell at a market price if there is more than one potential buyer in the market and a reasonable amount of time is available for marketing. Similarly, transactions initiated during bankruptcy should not automatically be assumed to be forced.
The valuers strongly recommend that the company keep the valuation of the subject properties under review. The Group should also anticipate a longer marketing period than would previously have been expected in the event that any property is offered for sale.
As of 30 June 2012, 31 December 2011 and 30 June 2011 the fair value of the fit out contracts existing in each investment property was as follows:
| 30.06.12 | 31.12.11 | 30.06.11 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 10 yr discount rate | Exit Yield | Exit Yield 10 yr discount rate |
Exit Yield 10 yr discount rate |
||||||||||||
| Floor | Cap | Floor | Cap | Amount | Floor | Cap | Floor | Cap | Amount | Floor | Cap | Floor | Cap | Amount | |
| Portugal/Spain | 9.10% | 12.10% | 6.85% | 9.85% | 3,485 | 8.95% | 11.75% | 6.70% | 9.50% | 3,812 | 8.65% | 11.40% | 6.40% | 9.00% | 3,907 |
| 3,485 | 3,812 | 3,907 |
The fair value of the fit out contracts was determined by means of a valuation as of the reporting date made by an independent specialised entity (Cushman & Wakefield). The methodology used to compute the fair value of the fit out contracts consisted in determining the discounted estimated cash flows of each one of the fit out contracts, using a discounted marked rate, similar to the one used in determining the fair value of the investment property to which each fit out contract relates.
As of 30 June 2012 and 31 December 2011 the following investment properties had been given in guarantee of bank loans:
| Airone | Grancasa | Parque Principado |
|---|---|---|
| Algarveshopping | Guimarãeshopping | Pátio Boavista |
| Alverca | La Farga | Pátio Londrina |
| Arrabidashopping | Le Terrazze | Pátio Uberlândia |
| Cascaishopping | Loop 5 | Plaza Mayor |
| Centro Colombo | Luz del Tajo | Plaza Mayor Shopping |
| Centro Vasco da Gama | Madeirashopping | River Plaza Mall |
| Coimbrashopping | Maiashopping | Solingen |
| Dos Mares | Manauara Shopping | Torre Ocidente |
| Estação Viana | Max Center | Valecenter |
| Freccia Rossa | Munster Arkaden | Valle Real |
| Gaiashopping | Norteshopping | Viacatarina |
| Gli Orsi | Parque Atlântico | Zubiarte |
As of 30 June 2012 and 31 December 2011 there were no material contractual obligations to purchase, construct or develop investment properties or for repairs or maintenance, other than those referred to above.
| 30.06.12 | 31.12.11 | 30.06.11 | |
|---|---|---|---|
| Investment properties at cost: | |||
| Portugal: | |||
| Alverca | 6,151 | 6,147 | 6,139 |
| Centro Bordalo | 3,787 | 3,785 | 3,770 |
| Parque de Famalicão | 1,257 | 1,257 | 1,257 |
| Others | 180 | 30 | 17 |
| Germany: | |||
| Alexa Tower | 12,000 | 12,000 | 6,000 |
| Garbsen | 1,971 | 1,967 | 1,921 |
| Solingen | 19,763 | 14,953 | 43 |
| Others | 14 | 14 | 14 |
| Brazil: | |||
| Boulevard Londrina Shopping | 33,674 | - | - |
| Goiânia Shopping | 27,420 | 15,707 | 10,807 |
| Others | 81 | 870 | - |
| Spain: | |||
| Pulianas Shopping | - | 117 | 206 |
| Dos Mares - expansion | 430 | 430 | 2,810 |
| Greece: | |||
| Aegean Park | 10,105 | 10,062 | 10,018 |
| Pantheon Plaza | 1,778 | 1,778 | 1,778 |
| Ioannina | 17,396 | 17,371 | 17,300 |
| Others | 7 | - | - |
| Italy: | |||
| Le Terrazze (Hypermarket) | - | - | 9,114 |
| Caldogno | - | 7,966 | 9,958 |
| Others | - | 15 | - |
| Romania: | |||
| Craiova Shopping | 33,099 | 33,375 | 33,131 |
| Ploiesti Shopping | 14,065 | 14,524 | 14,839 |
| 183,178 | 142,368 | 129,122 | |
| Impairment for assets at risk | (7,308) | (6,406) | (4,966) |
| 175,870 | 135,962 | 124,156 | |
| Investment property at fair value: | |||
| Brazil: | |||
| Uberlândia Shopping | - | 42,239 | 31,517 |
| Boulevard Londrina Shopping | - | 31,711 | 23,942 |
| Italy: | |||
| Le Terrazze | - | 46,624 | 36,982 |
| - | 120,574 | 92,441 | |
| 175,870 | 256,536 | 216,597 |
As of 30 June 2012, 31 December 2011 and 30 June 2011 investment properties in progress can be detailed as follows:
The amounts of kEuro 7,308, kEuro 6,406 and kEuro 4,966 in 30 June 2012, 31 December 2011 and 30 June 2011, respectively, recorded under caption "Impairment for Assets at Risk" are related to the provision made to anticipate losses due to the non development of some of the actual projects, because of the uncertainty of markets.
The Aegean Park investment property in progress corresponds, at the moment, to the value of a site in Athens, Greece. In accordance with the information received, the local Municipal Authorities intention is to classify part of the site as green area, and the Management is being involved in negotiations with the local Municipal Authorities with the objective of determining which will be the final use of that site. The Board of Directors still believes that there will be no losses in the realisation value of the site; therefore no impairment losses have been recognised.
Investment properties in progress include borrowing expenses incurred during the construction period. As of 30 June 2012 and 31 December 2011, total borrowing expenses capitalised amounted to kEuro 1,939 and kEuro 3,788, respectively.
The movement in goodwill during the years ended 30 June 2012 and 31 December 2011 was as follows:
| 2012 | 2011 | |
|---|---|---|
| (6 months) | (12 months) | |
| Opening balance | 45,723 | 46,406 |
| Impairment losses of the year | - | (683) |
| Closing balance | 45,723 | 45,723 |
As of 30 June 2012 and 31 December 2011 goodwill was made up as follows:
| 30.06.12 | 31.12.11 | ||
|---|---|---|---|
| Year of | |||
| of | Carrying | Carrying | |
| aquisition | Amount | Amount | |
| Iberian Assets, S.A: | |||
| Grancasa | 2002 | 1,471 | 1,471 |
| Max Center | 2002 | 4,558 | 4,558 |
| Valle Real | 2002 | (558) | (558) |
| Valle Real | 2003 | 1,000 | 1,000 |
| 6,471 | 6,471 | ||
| La Farga | 2005 | 60 | 60 |
| 2009 | (58) | (58) | |
| 2 | 2 | ||
| Parque Principado | 2004 | 997 | 997 |
| Luz del Tajo | 2005 | 2,919 | 2,919 |
| Dos Mares | 2005 | 1,298 | 1,298 |
| Valecenter | 2005 | 28,340 | 28,340 |
| River Plaza Mall | 2007 | 1,334 | 1,334 |
| Gli Orsi | 2008 | 1,642 | 1,642 |
| Le Terrazze | 2009 | 2,720 | 2,720 |
| 39,250 | 39,250 | ||
| 45,723 | 45,723 |
The impairment tests made to the goodwill are based on the "Net Asset Value" ("NAV") at the statement of reporting date of the participations held.
As of 30 June 2012 and 31 December 2011 bank loans obtained were made up as follows:
| 30.06.12 31.12.11 Used amount Used amount |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Financing | Non | Non | Reimbursement | |||||||
| Bond Loans: | Entity | Limit | Current | current | Limit | Current | current | Due date | plan | |
| Sonae Sierra SGPS | Caixa BI | - | 75,000 | - | 75,000 | 75,000 | - | 75,000 | Jul/2013 | Final |
| Sonae Sierra Brasil SA Sonae Sierra Brasil SA |
- - |
- - |
18,516 39,651 |
- - |
18,516 39,651 |
- - |
- - |
- - |
Feb/2017 Feb/2019 |
Final Final |
| Total Bond Loans | 133,167 | - | 133,167 | 75,000 | - | 75,000 | ||||
| Bank Loans: | ||||||||||
| 3shoppings - Holding, SGPS, S.A 3shoppings - Holding, SGPS, S.A |
Eurohypo Eurohypo |
(b),(f),(g) (b),(c),(f),(g) |
54,468 8,449 |
1,945 1,785 |
52,523 6,664 |
54,468 8,449 |
1,945 1,785 |
52,523 6,664 |
Jul/2019 Jun/2014 |
Annual Annual |
| Airone Shopping Centre, SA | Eurohypo | (b),(c),(f),(g) | - | - | - | 8,000 | 8,000 | - | May/2012 | Final |
| Algarveshopping- C.C., S.A. | ING Bank | (b),(c),(f),(g) | 22,275 | 450 | 21,825 | 22,500 | 450 | 22,050 | Nov/2016 | Quarterly |
| Project Sierra 8, BV ARP Alverca Retail Park |
ING Bank CGD |
(b),(c),(f),(g) (a),(b),(i) |
22,275 10,500 |
450 - |
21,825 3,999 |
22,500 10,500 |
450 - |
22,050 3,999 |
Nov/2016 Aug/2013 |
Quarterly Final |
| Arrábidashopping - C.C., S.A. | Eurohypo | (a),(b),(c) (f),(g) | 13,098 | 1,339 | 11,759 | 13,763 | 1,330 | 12,433 | Mar/2017 | Quarterly |
| Arrábidashopping - C.C., S.A. | Eurohypo | (a),(b),(f),(g) | 8,247 | 485 | 7,762 | 8,247 | 485 | 7,762 | Mar/2017 | Annual |
| Arrábidashopping - C.C., S.A. | Eurohypo | (a),(b),(c),(f),(g) | 10,710 | 570 | 10,140 | 10,980 | 540 | 10,440 | Mar/2017 | Quarterly |
| Cascaishopping - C.C., S.A. Cascaishopping - C.C., S.A. |
Eurohypo Eurohypo |
(a),(b),(f),(g) (a),(b),(c),(f),(g) |
49,142 26,000 |
1,843 - |
47,299 26,000 |
50,985 26,000 |
1,843 - |
49,142 26,000 |
May/2027 Jan/2016 |
Annual Final |
| Centro Colombo - C.C., S.A. | Eurohypo | (a),(b),(c),(f),(h) | 112,250 | - | 112,250 | 112,250 | - | 112,250 | May/2017 | Final |
| Centro Colombo - C.C., S.A. | Eurohypo, ING | (a),(b),(c),(f),(h) | 500 | - | 500 | 500 | - | 500 | May/2017 | Final |
| Shopping C. Colombo, BV | Eurohypo, ING | (a),(b),(c),(f),(h) | 49,500 | - | 49,500 | 49,500 | - | 49,500 | May/2017 | Final |
| Centro Vasco da Gama, S.A. Dos Mares - Shop. Centre S.A. |
ING Aareal Bank |
(a),(b),(c),(f),(h) (b),(f),(g) |
51,350 16,475 |
1,950 16,475 |
49,400 - |
52,325 16,925 |
1,950 16,925 |
50,375 - |
Aug/2016 Sep/2012 |
Quarterly Quarterly |
| Estação Viana- C.C., S.A. | BES | (b),(c),(f),(g) | 29,316 | 2,604 | 26,712 | 30,576 | 2,520 | 28,056 | Dec/2015 | Haf Year |
| Freccia Rossa - Shop.C. S.r.l. | Unicredit | (a),(b),(c),(f),(g) | 52,105 | 1,463 | 50,642 | 52,479 | 979 | 51,500 | Dec/2025 | Haf Year |
| Freccia Rossa - Shop.C. S.r.l. | Unicredit | (a),(f),(g) | 3,069 | 2,763 | 306 | 6,916 | - | 6,916 | Apr/2013 | Haf Year |
| Gaiashopping I- C.C., S.A. | Eurohypo | (a),(b),(f),(g) | 24,613 | 825 | 23,788 | 24,613 | 825 | 23,788 | Nov/2026 | Annual |
| Gaiashopping I- C.C., S.A. Gli Orsi - Shopping Centre S.r.l. |
Eurohypo Bayern LB |
(a),(b),(f),(g) (a),(b),(c),(f),(g) |
8,875 67,500 |
375 2,000 |
8,500 65,500 |
9,025 71,000 |
325 9,366 |
8,700 61,634 |
Aug/2016 Jun/2016 |
Annual Quarterly |
| Iberian Assets, SA | Eurohypo | (a),(b),(f),(g) | 14,725 | 2,104 | 12,621 | 15,777 | 2,104 | 13,673 | Jun/2019 | Haf Year |
| Iberian Assets, SA | Eurohypo | (a),(b),(f),(g) | 22,799 | 674 | 22,125 | 22,800 | 675 | 22,125 | Jul/2018 | Annual |
| Iberian Assets, SA | Eurohypo | (a),(b),(f),(g) | 19,319 | 1,250 | 18,069 | 19,919 | 1,200 | 18,719 | Nov/2020 | Haf Year |
| Iberian Assets, SA La Farga - Shopping Center, SL |
Eurohypo Eurohypo |
(a),(b) (a),(b),(f),(g) |
14,725 12,750 |
301 6,477 |
14,424 6,273 |
14,875 13,500 |
301 750 |
14,574 12,750 |
Jan/2026 Apr/2014 |
Haf Year Annual |
| Le Terrazze - Shopping Centre 1 Sr | Unicredit | (a),(b) ,(i) ,(j) | 27,500 | 459 | 27,041 | 27,500 | 106 | 21,048 | Dec/2024 | Haf Year |
| Le Terrazze - Shopping Centre 1 Sr | Unicredit | (a),(b),(i),(j) | 6,500 | - | 6,500 | 6,500 | - | 4,778 | Dec/2015 | Final |
| Loop 5-Shopping Centre, Gmbh | Bayern LB | (a),(b),(f),(h) | 90,246 | 1,528 | 88,718 | 90,992 | 1,505 | 89,487 | Jan/2019 | Quarterly |
| Luz del Tajo C.C. S.A. | Deutsche Pfandbriefbank |
(b),(c),(f),(g) | 45,700 | - | 45,700 | 45,700 | - | 45,700 | Jun/2014 | Final |
| Madeirashopping- C.C., S.A. | ING | (a),(b),(f),(h) | 17,550 | 450 | 17,100 | 17,775 | 450 | 17,325 | Aug/2015 | Quarterly |
| Münster Arkaden, BV | Nord LB | (b),(c),(f),(g) | 120,098 | 2,496 | 117,602 | 121,281 | 2,407 | 118,874 | Dec/2016 | Quarterly |
| Norteshopping - C.C., S.A. Norte Shopping B.V. |
Eurohypo Eurohypo |
(a),(b),(f),(g) (a),(b),(f),(g) |
35,398 35,979 |
- 4,079 |
35,398 31,900 |
35,398 38,018 |
- 4,079 |
35,398 33,939 |
Dec/2014 Dec/2014 |
Quarterly Haf Year |
| Parque Atlântico Shop.- C.C., SA | CGD, BCP | (a),(b),(i) | 12,600 | 1,400 | 11,200 | 13,300 | 1,400 | 11,900 | Dec/2015 | Quarterly |
| Parque Principado S.L. | Calyon | (a),(b),(c),(f),(h) | 56,700 | - | 56,700 | 56,700 | - | 56,700 | Jul/2013 | Final |
| Pátio Boavista Shopping Ltda | Banco Itaú | (a),(e) | 4,204 | 952 | 3,252 | 4,995 | 1,016 | 3,979 | Nov/2016 | Monthly |
| Pátio Boavista Shopping Ltda | Banco Itaú | (a),(b),(e) | 10,208 | 1,701 | 8,507 | 10,897 | 908 | 9,989 | May/2018 | Monthly |
| Pátio Goiânia Shopping Ltda Pátio Londrina Empr. e Part. Ltda |
Banco Santander Banco Bradesco |
(a),(b),(e) (a),(b),(d),(e) |
41,113 10,543 |
- 476 |
10,317 10,067 |
- 11,062 |
- 71 |
- 10,991 |
Jun/2013 Oct/2025 |
Monthly Monthly |
| Pátio Sertório Shopping Ltda | BASA | (a),(b),(d),(e),(l) | 21,774 | 1,361 | 20,413 | 23,242 | - | 23,242 | Dec/2020 | Monthly |
| Pátio Uberlândia Shopping Ltda | Banco Bradesco | (a),(b),(d),(e) | 14,959 | 767 | 14,192 | 14,678 | 188 | 14,490 | Oct/2025 | Monthly |
| Plaza Mayor Shopping, SA | Eurohypo | (b),(f),(g) | 33,392 | 1,387 | 32,005 | 34,688 | 1,295 | 33,393 | Apr/2019 | Annual |
| Plaza Mayor - Parque de Ocio, S.A. River Plaza Mall Srl |
Eurohypo Société Générale/BRD |
(b) (b),(c ) |
22,718 21,789 |
1,803 1,930 |
20,915 19,859 |
24,461 22,113 |
1,743 2,245 |
22,718 19,868 |
Apr/2018 May/2018 |
Annual Quarterly |
| Sierra Investimentos Brasil, Ltda. | Banco Itaú Deutsche |
(a),(c),(d),(e) | 2,944 | 862 | 2,082 | 3,603 | 920 | 2,683 | Nov/2015 | Monthly |
| Solingen, GmbH | Hypothekenbank | (a),(b),(c),(j) | 43,500 | - | 13,335 | 43,500 | - | 9,652 | Apr/2017 | Quarterly |
| Torre Ocidente Imobiliária, S.A. | CGD | (a),(b),(i) | 12,250 | - | 9,898 | 12,250 | - | 9,898 | Sep/2017 | Haf Year |
| Valecenter Srl | Eurohypo | (b),(c),(f),(g) | 88,450 | 3,538 | 84,912 | 90,158 | 3,416 | 86,742 | Jun/2015 | Quarterly |
| Via Catarina- C.C., S.A. Zubiarte Inversiones Inmobil.,SL. |
Eurohypo ING |
(a),(b) (a),(b),(f),(g) |
17,542 21,512 |
588 8,254 |
16,954 13,258 |
17,836 21,959 |
294 8,127 |
17,542 13,832 |
Feb/2027 Jun/2017 |
Annual Quarterly |
| Total Bank Loans | 1,540,204 | 82,159 | 1,388,231 | 1,537,978 | 84,918 1,402,291 | |||||
| Deferred bank expenses incurred on the issuance of bank debt | (1,553) | (7,884) | (1,567) | (7,517) | ||||||
| 80,606 | 1,513,514 | 83,351 1,469,774 | ||||||||
| Fair value of the financial hedging instruments - asset Fair value of the financial hedging instruments - liability |
- - |
(1) 50,254 |
- - |
- 48,611 |
||||||
| 80,606 | 1,563,767 | 83,351 1,518,385 | ||||||||
(a) These amounts are considered at the control proportion held by the Group
(b) To guarantee the repayment of these loans, the Group pledged the real estate properties owned by these companies
(c) To guarantee the repayment of this loan, the Group pledged the shares of this subsidiary (d) To guarantee the repayment of this loan, the Group has a bank guarantee.
(e) In this loan the Sonae Sierra Brasil, SA was the guarantor
(f) This loan has a covenant "Loan to Value": Financial liabilities / Fair value of the investment property
(g) This loan has a covenant "Debt Service Cover Ratio": Cash flow / (Paid interests plus capital amortization) (h) This loan has a covenant "Interest Cover Ratio": Cash flow / Paid interests
(i) This loan has a covenant "Debt to equity cover ratio": Equity / Financial liabilities
(j) Sonae Sierra SGPS provided a guarantee or a comfort letter to the bank in name of its subsidiary.
(k) Sierra Investments SGPS provided a comfort letter to the bank in name of its subsidiary. (l) In this loan the Sierra Investmentos Brasil, Ltda was the guarantor
Bank loans bear interests at market interest rates and were all contracted in Euro, except for the bank loans of Sierra Investimentos Brasil Ltda, Pátio Boavista Ltda, Pátio Goiânia Shopping, Ltda, Pátio Londrina Empr. e Part. Ltda, Pátio Sertório Ltda, Pátio Uberlândia Ltda and Sonae Sierra Brasil, SA which were contracted in Brazilian Real and translated to Euro using the exchange rate prevailing at the reporting date.
Bank loans with covenants were analyzed by the Group at the date of statement of financial position and, in situations where there were breaches the corresponding debt was reclassified to short term facility. These situations have occurred in case of loans obtained by Zubiarte, La Farga and River Plaza. Negotiations are currently underway in order to obtain a debt rescheduling with the correspondent banks.
| 30.06.12 | 31.12.11 | |
|---|---|---|
| N+1 | 82,159 | 84,918 |
| N+2 | 276,486 | 189,031 |
| N+3 | 160,709 | 174,552 |
| N+4 | 128,143 | 164,639 |
| N+5 | 511,221 | 229,425 |
| N+6 and following years | 444,839 | 719,644 |
| 1,603,557 | 1,562,209 |
As of 30 June 2012 and 31 December 2011, the loans are repayable as follows:
As of 30 June 2012 and 31 December 2011, the Group's financial instruments related to interest rate swaps, zero cost collars and exchange rate non deliverable forwards were as follows:
| 30.06.2012 | 31.12.11 | |||||
|---|---|---|---|---|---|---|
| Fair value of the financial | Fair value of the financial | |||||
| instrument | instrument | |||||
| Loan | Asset | Liability | Loan | Asset | Liability | |
| Financial hedging instruments: | ||||||
| "Swaps": | ||||||
| 3 Shoppings / Caixa BI | 62,917 | - | 2,093 | 62,917 | - | 1,925 |
| Airone / BBVA | - | - | - | 8,000 | - | 95 |
| 22,275 | - | 862 | 22,500 | - | 618 | |
| ArrábidaShopping / BBVA | 8,247 | - | 148 | 8,247 | - | 260 |
| Cascaishopping / BES | 49,142 | - | 1,030 | 50,985 | - | 859 |
| Cascaishopping / BES | 26,000 | - | 1,927 | 26,000 | - | 1,697 |
| Colombo / BBVA | 112,750 | - | 6,521 | 112,750 | - | 1,892 |
| Colombo / Santander | - | - | - | - | - | 5,581 |
| Shopping Colombo BV/ BBVA | 49,500 | - | 863 | 49,500 | - | 831 |
| Shopping Colombo BV/ ING | - | - | - | - | - | 333 |
| El Rosal / BES | - | - | - | - | - | - |
| El Rosal / BES | - | - | - | - | - | - |
| Estação Viana / BES | - | - | - | - | - | - |
| Freccia Rossa / Unicredit | 36,688 | - | 525 | 36,950 | - | 787 |
| Freccia Rossa / Unicredit | 1,934 | - | 115 | 4,626 | - | 178 |
| Gaiashopping / Caixa BI | 24,613 | - | 552 | 24,613 | - | 716 |
| Gli Orsi / Bayerische Landesbank | 67,500 | - | 4,402 | 71,000 | - | 3,629 |
| Le Terrazze / Unicredit | 27,500 | - | 1,293 | 27,500 | - | 986 |
| Münster Arkaden / BPI | 120,098 | - | 15,247 | 121,281 | - | 13,956 |
| Norteshopping / Eurohypo / BPI | - | - | - | 35,398 | - | - |
| Norteshopping BV / Eurohypo | - | - | - | 38,018 | - | - |
| Plaza Éboli / Deustche Pfandbriefbank | - | - | - | - | - | - |
| Plaza Mayor Shopping / BES | 17,344 | - | 1,520 | 23,125 | - | 1,393 |
| 22,275 | - | 862 | 22,500 | - | 618 | |
| River Plaza / Société Générale | 21,789 | - | 3,548 | 22,113 | - | 3,445 |
| Torre Ocidente / Caixa BI | - | - | - | 12,250 | - | - |
| Valecenter / Eurohypo | 21,750 | - | 1,153 | 22,170 | - | 1,001 |
| Vasco da Gama / BES | 51,350 | - | 1,171 | 52,325 | - | 1,005 |
| Viacatarina / BPI | 17,542 | - | 104 | 17,836 | - | 304 |
| - | 43,936 | - | 42,109 | |||
| Options: | ||||||
| Algarve / RBS * | - | - | - | 22,500 | - | - |
| Sierra BV / RBS * | - | - | - | 22,500 | - | - |
| Arrábidashopping / BES | 10,710 | - | 315 | 10,980 | - | 319 |
| Arrábidashopping / BPI | 13,098 | - | 393 | 13,763 | - | 396 |
| Cascaishopping / Santander | - | - | - | - | - | - |
| Dos Mares / BBVA | 16,475 | - | 62 | 16,925 | - | 139 |
| Gaiashopping / BBVA | - | - | - | 9,025 | - | - |
| Luz del Tajo / Deustche Pfandbriefbank | 36,560 | - | 1,217 | 36,560 | - | 1,046 |
| Parque Principado / Calyon* | 56,700 | (1) | - | 56,700 | - | - |
| Valecenter / Eurohypo | - | - | - | - | - | - |
| (1) | 1,987 | - | 1,900 | |||
| Financial hedging instruments ineffective: | ||||||
| Sonae Sierra SGPS / BES | 75,000 | - | 4,331 | 75,000 | - | 4,602 |
| - | 4,331 | - | 4,602 | |||
| (1) | 50,254 | - | 48,611 | |||
(*) These hedging instruments are a Cap. For the remaining ones, we have contracted Zero Cost Collars
The fair value of the financial hedging instruments was recorded under Hedging Reserves of the Group (kEuro -27,939 and kEuro -26,552 in 30 June 2012 and 31 December 2011 respectively) and hedging reserves of the non-controlling interests (kEuro -17,983 and kEuro -17,457 in 30 June 2012 and 31 December 2011 respectively).
The interest rate swaps and zero cost collars are stated at their fair value at the reporting date, determined at the end of the year by the bank entities, with which the derivatives were contracted and at the end of each half year, by the valuation made by the corporate treasury department of the Group using a methodology and assumptions used by banks on each year end. The computation of the fair value of these financial instruments was made, taking into consideration to the reporting date, the update of the future cash-flows relating to the difference between the interest rate to be paid by the Company to the bank entity, with which the swap or collar was negotiated, and the variable interest rate to be received by the Company from the bank entity that granted the loan.
The main hedging principles used by the Group when negotiating these hedging financial instruments are as follows:
As of 30 June 2012 and 31 December 2011 this caption was made up as follows:
| 30.06.12 | 31.12.11 | |||
|---|---|---|---|---|
| Limit | Current | Limit | Current | |
| Short term facilities: | ||||
| Cascaishopping - C.C., S.A. | 873 | - | 873 | - |
| Sierra B.V. | 10,000 | - | 10,000 | - |
| Sierra Portugal, SA | 249 | - | 249 | - |
| Sonae Sierra, SGPS, SA | 52,970 | 4,962 | 52,970 | - |
| 64,092 | 4,962 | 64,092 | - | |
| Bank overdrafts | - | - | - | 133 |
| 64,092 | 4,962 | 64,092 | 133 |
| 30.06.12 | 31.12.11 | |||
|---|---|---|---|---|
| Current | Non-Current | Current | Non-Current | |
| SIERRA Investments (Luxembourg) 1 Sarl ("Luxco 1"): | ||||
| Plaza Mayor Shopping B.V. | - | 2,396 | - | 2,912 |
| SC Mediterranean Cosmos B.V. | 41 | 34 | - | 34 |
| Sierra European Retail Real Estate Assets Holdings BV | 5,995 | - | 5,995 | - |
| Zubiarte Inversiones Inmob,SA | - | 1,779 | - | 1,779 |
| 6,036 | 4,209 | 5,995 | 4,725 | |
| SIERRA Investments (Luxembourg) 2 Sarl ("Luxco 2"): | ||||
| Plaza Mayor Shopping B.V. | - | 1,917 | - | 2,329 |
| SC Mediterranean Cosmos B.V. | 33 | 25 | - | 25 |
| Sierra European Retail Real Estate Assets Holdings BV | 4,796 | - | 4,796 | - |
| Zubiarte Inversiones Inmob,SA | - | 1,423 | - | 1,423 |
| 4,829 | 3,365 | 4,796 | 3,777 | |
| Others | - | 1 | - | 1 |
| - | 1 | - | 1 | |
| 10,865 | 7,575 | 10,791 | 8,503 |
As of 30 June 2012 and 31 December 2011 this caption was made up as follows:
The amounts payable to Luxco 1 and Luxco 2 relate to shareholder loans payable by the subsidiaries and jointly controlled companies of Sierra BV, to the other shareholders of Sierra BV. These loans bear interests at market interest rates and were contracted in Euro. For the amounts classified as non-current the reimbursement is not expected in the short term.
As of 30 June 2012, 31 December 2011 and 30 June 2011 the movement in noncontrolling interests was as follows:
| Balance | P&L | |||||
|---|---|---|---|---|---|---|
| % | 30.06.12 | 31.12.11 | 30.06.12 | 31.12.11 | 30.06.11 | |
| Sierra BV | 49.90% | 361,104 | 370,703 | (8,941) | (4,505) | 7,685 |
| Others | 179,912 | 180,359 | 15,270 | 29,281 | 15,452 | |
| 541,016 | 551,062 | 6,329 | 24,776 | 23,137 |
In accordance to the Management Report, the segments used by the Management of the Group are as follows:
| 30.06.12 | 30.06.11 | |
|---|---|---|
| Net Operating Margin | ||
| Sierra Investments | 51,281 | 53,392 |
| Sierra Developments | (13,755) | (16,795) |
| Sierra Management | 2,870 | 2,945 |
| Sonae Sierra Brazil | 11,734 | 11,059 |
| Reclassifications and adjustments | 5,515 | 4,985 |
| Consolidated (1 ) | 57,645 | 55,586 |
| Direct profit before taxes | ||
| Sierra Investments | 29,152 | 32,448 |
| Sierra Developments | (13,275) | (19,184) |
| Sierra Management | 3,273 | 3,404 |
| Sonae Sierra Brazil | 11,981 | 11,886 |
| Reclassifications and adjustments | 6,930 | 7,373 |
| Consolidated | 38,061 | 35,927 |
| Indirect income before taxes | ||
| Sierra Investments | (42,221) | (22,053) |
| Sonae Sierra Brazil | 22,903 | 20,927 |
| Reclassifications and adjustments | (7,568) | (7,596) |
| Consolidated | (26,886) | (8,722) |
| Corporate tax + Deferred tax | ||
| Sierra Investments | 705 | (6,236) |
| Sierra Developments | 1,238 | 2,320 |
| Sierra Management | (953) | (1,204) |
| Sonae Sierra Brazil | (9,948) | (9,104) |
| Reclassifications and adjustments | 639 | 198 |
| Consolidated (1 ) | (8,319) | (14,026) |
| Net profit before minorities | ||
| Sierra Investments | (12,364) | 4,159 |
| Sierra Developments | (12,037) | (16,864) |
| Sierra Management | 2,320 | 2,200 |
| Sonae Sierra Brazil | 24,937 | 23,708 |
| Reclassifications and adjustments | - | (24) |
| Consolidated | 2,856 | 13,179 |
The Sonae Sierra's reportable segment information for the half years ended 30 June 2012 and 2011 regarding the statement of profit and loss can be detailed as follows:
(1) The reconciliation with the statutory accounts is presented on the following tables.
The amounts under the caption "Reclassifications and adjustments" can be analysed as follows:
| Net Operating Margin | Direc t profit before taxes |
Indirect income before taxes |
Corporate tax + Deferred tax |
Net profit before minorities |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 30.06.12 | 30.06.11 | 30.06.12 | 30.06.11 | 30.06.12 | 30.06.11 | 30.06.12 | 30.06.11 | 30.06.12 | 30.06.11 | |
| Reclassification of the value created in projec ts in Sierra Developments (1 ) |
6,930 | 7,397 | 6,930 | 7,397 | (7,569) | (7,596) | 639 | 198 | - | (1) |
| Intercompany Elimination | (2,096) | (2,457) | - | - | - | - | - | - | - | - |
| Others | 681 | 45 | - | (24) | 1 | - | - | - | - | (23) |
| Reclassifications and adjustments | 5,515 | 4,985 | 6,930 | 7,373 | (7,568) | (7,596) | 639 | 198 | - | (24) |
(1) By a maximum period of 2 years after the opening date of the shopping or, if occurs sooner, until it's sold to third parties, Sierra Developments recognises in the Net Operating Margin the value created in the assets, that have been sold to the Sierra Investments; in the consolidated accounts these amounts are recognised under the caption "Indirect income before taxes" and "Deferred Taxes".
The Sonae Sierra's reportable segment information for the year ended 30 June 2012 and 31 December 2011, regarding the statement of financial position, can be analysed as follows:
| 30.06.12 | 31.12.11 | |
|---|---|---|
| Investment properties | ||
| Sierra Investments | 1,769,301 | 1,747,849 |
| Sonae Sierra Brazil | 394,330 | 372,776 |
| Investment Properties under development and others (Sierra | ||
| Investments and Brazil) | (43,331) | (62,031) |
| Consolidated (1 ) | 2,120,300 | 2,058,594 |
| Bank loans | ||
| Sierra Investments | 957,549 | 947,275 |
| Sierra Developments | 17,353 | 40,570 |
| Sonae Sierra Brazil | 89,423 | 45,637 |
| Bank loan at Sonae Sierra SGPS | 75,000 | 75,000 |
| Others | (19) | (1,054) |
| Consolidated (1 ) | 1,139,306 | 1,107,428 |
| Deferred taxes liabilities | ||
| Sierra Investments | 226,352 | 230,134 |
| Sierra Developments | 153 | 3,531 |
| Sonae Sierra Brazil | 59,005 | 55,935 |
| Others | (3,364) | (2,644) |
| Consolidated | 282,146 | 286,956 |
(1) The reconciliation with the statutory accounts is presented on the following tables.
The reportable segment information can be reconciled with the enclosed financial statements as follows:
| 30.06.12 | 30.06.11 | |
|---|---|---|
| Net Operating Margin - segments | 57,645 | 55,586 |
| Equity method adjustment (1 ) | (6,125) | (6,249) |
| Proportional method adjustment (2 ) | 37,651 | 39,791 |
| Indirect Income: | ||
| Variation in fair value of the investment properties | (38,369) | 8,176 |
| Other indirect income / costs | (226) | 255 |
| Depreciations, write-off and impairments losses | (2,135) | (4,702) |
| Letting and Key money on opening (3 ) | (548) | (235) |
| Withholding taxes related to Interests and dividends | (160) | (386) |
| Other taxes | - | (2,581) |
| Others | (347) | (327) |
| Net Operating Profit as per Financial Statements | 47,386 | 89,328 |
| Corporate tax + Deferred Tax - segments | (8,319) | (14,026) |
| Equity method adjustment (1 ) | (675) | (974) |
| Proportional method adjustment (2 ) | (3,575) | (8,643) |
| Others | 20 | 15 |
| Income tax as per Financial Statements | (12,549) | (23,628) |
(1) The associated companies are included in the Statutory consolidated accounts by the equity method and in the management accounts by the proportional method.
(2) The companies owned by the group by less than 100% and more that 50% are included in the management accounts by the proportional method and in the Statutory consolidated accounts are included by the full consolidation method.
(3) The Letting and Key money on opening are considered in the indirect result in the management accounts.
| 30.06.12 | 31.12.11 | |
|---|---|---|
| Investment properties - segments | 2,120,300 | 2,058,594 |
| Equity method adjustment (1 ) | (209,512) | (214,119) |
| Proportional method adjustment (2 ) | 1,286,919 | 1,296,923 |
| Goodwill (3 ) | (39,315) | (36,595) |
| Others | - | (34) |
| Investment properties as per Financial Statements | 3,158,392 | 3,104,769 |
| Bank loans - segments | 1,139,306 | 1,107,428 |
| Equity method adjustment (1 ) | (128,304) | (130,026) |
| Proportional method adjustment (2 ) | 593,616 | 584,807 |
| Financing costs | (9,437) | (9,084) |
| Short term facilities (4 ) | 4,962 | 133 |
| Others | (1,061) | - |
| Debt - current and non-current as per Financial Statements | 1,599,082 | 1,553,258 |
(1) The associated companies are included in the Statutory consolidated accounts by the equity method and in the management accounts by the proportional method.
(2) The companies owned by the group by less than 100% and more that 50% are included in the management accounts by the proportional method and in the Statutory consolidated accounts are included by the full consolidation method.
(3) The Sierra Investment segment consider the Goowdill under the caption "Investment Properties".
(4) The management accounts have the short term facilities recorded under the caption "Cash & Equivalents"
During July 2012, the Group agreed with Aareal Bank the rescheduling of the debt of the participated Dos Mares Shopping Centre, S.A., which will be due on April 2017 in one single payment.
The accompanying financial statements were approved by the Board of Directors and authorised for issuance on the 24th of July 2012.
This is a translation of financial statements originally issued in Portuguese in accordance with Portuguese Statutory requirements, some of which may not conform to or be required in other countries. In the event of discrepancies, the Portuguese language version prevails.
The signatories individually declare that, to their knowledge, the Management Report, the Consolidated Financial Statements and other accounting documents required by law or regulation were prepared meeting the standards of the applicable International Financial Reporting Standards, giving a truthful and appropriate image, in all material respects, of the assets and liabilities, financial position and the consolidated results of the issuer and that the Management Report faithfully describes the business evolution and position of the issuer and of the companies included in the consolidation perimeter and contains a description of the major risks and uncertainties that they face.
Maia, 24 July 2012
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