Annual Report • Aug 30, 2011
Annual Report
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Lugar do Espido Via Norte Apartado 1197 4471-909 Maia Portugal Tel. (+351) 22 010 44 58 (+351) 22 010 44 36 Gera l (+351) 22 948 75 22 Fax (+351) 22 010 46 98 www.sonaesierra.com
Sonae Sierra presented a Total Net Profit of € 13.2 million at the end of the first half of 2011, which compare with a Net Profit of € 648 thousand in the homologous period of 2010.
The positive variation of the Net Profit was leveraged by a 1% increase of the Direct Net Profit and a 44% improvement of the Indirect Net Profit, consequence of the resilience and increased operational efficiency of our assets, which minimized the effects of the negative behaviour of the yields in Portugal and Greece.
The NAV of Sonae Sierra, as of June 2011, was €1.22 billion and this corresponds a €37.59 per share.
Despite the economic conditions in Europe, which have been particularly challenging since 2008, our response to the situation and management of matters we can control has produced excellent results over the last months.
Our company is prudently geared, with a loan to value ratio of below 50% and solid financing agreements spread over a reasonable period of time.
As a result, we remain on course for continuing growth and ready to face the future with confidence.
We know we have the capacity to ensure we remain one of the world's leading shopping centre specialists.
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 2011, Sonae Sierra has concluded a joint venture with MAB Development for the development of an innovative shopping centre project in Solingen, region North Rhine-Westphalia - Germany, and to this end purchased the former Karstadtbuilding from the property seller HLG/Movesta. The project with a total GLA of 28,000 m², which construction has started this summer, represents an investment of approximately €120 million and the opening is scheduled to end 2013/beginning 2014.
At the end of June 2011, the Company has four Shopping Centres under construction, representing a total investment of about €400 million: Solingen Shopping in Germany, Le Terrazze in Italy, and Uberlândia Shopping and Boulevard Londrina, both in Brazil. Seven other projects are in different stages of development in Portugal, Italy, Germany, Greece, Romania and Brazil.
In Italy, Le Terrazze is under construction, with a total GLA of 38,500 m² and an investment of more than €125 million. It is scheduled to be inaugurated in the first quarter of 2012.
Under the capital recycling strategy adopted by the Company, with the purpose of ensuring its sustainable growth, Sonae Sierra had successfully concluded the IPO of Sonae Sierra Brasil and the sale of two shopping centres in Spain – Plaza Éboli and El Rosal – to Doughty Hanson & Co Real Estate, with Sonae Sierra keeping their respective property management.
When the economic climate improves, we will continue to implement further European asset sales, so that we can fulfil our objectives in the new markets we believe will offer the potential growth and likely returns we seek
As part of our ongoing policy of capitalising on our assets, we have made considerable progress in the marketing of our expertise as developers of shopping centre projects and our property and asset management skills. Not only does this activity contribute to our overall income stream, it also improves our chances of breaking into new markets by enhancing our presence in territories where we currently have no operating shopping centres.
Sonae Sierra reinforced and increased the service provision to third parties, with the signing of two service contracts for the leasing of Sun Plaza and Vivantis Mall shopping centres, in Romania.
In Spain, Sonae Sierra strengthened its presence with the signing of a contract for leasing Carcaixent Retail Park.
In Italy, the company took over the property management and leasing of shopping centre Le Isole located in Piemonte.
In March 2011, Sonae Sierra entered the Moroccan market, with the provision of services in the shopping centre sector, including the development and management of shopping centres.
The Company's first contract in this market was signed with the Moroccan companies Marjane (ONA Group) and Foncière Chellah (CDG Group - Caisse de Dépôt et de Gestion), for the provision of development services for a shopping centre with a total Gross Lettable Area (GLA) of 40,700 m² and 130 shops, which is scheduled to open to the public at the end of 2013. Located between the Hassan II Mosque and the Casablanca marina, this centre is a part of the Casablanca Marina project, which integrates housing, leisure and business.
Marjane is the largest hypermarket and supermarket chain 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 4.4% on a like for like basis
The Occupancy Rate of the portfolio remained high and stable, recording a value of 96.3% at the end of June 2011 in Europe.
In the first six months of the year Sonae Sierra was distinguished with several awards – national and international.
In the National Real Estate Awards 2011 Sonae Sierra was distinguished with three awards: the "Real Estate Oscar" in the retail developments category for LeiriaShopping and the "Special Magazine Award" for the refurbishment project of Centro Colombo. Additionally, Leiriashopping also received the Eurohypo Award, attributed directly by Eurohypo Bank, which is evidence of the project's unquestionable quality.
The "Real Estate Oscar" in the Retail category was the third earned by Sonae Sierra, after RioSul Shopping (in 2007) and 8ª Avenida (in 2008) were distinguished with the same award as the best shopping centre of the year.
Sonae Sierra was also distinguished at the "StrategicRISK European Risk Management Awards", an initiative of prestigious British magazine "Strategic Risk", which aims at rewarding the best and most innovative actions in the risk management area. This award, in the "Most Innovative Use of IT or other Technology" category, distinguishes Sonae Sierra's bet on the perfecting of the inspections system, employing a new technological platform
that enables the control and management of Safety & Health risks and environmental impacts in its Shopping Centres.
On this year edition of the "ICSC European Shopping Centre Awards" Loop5, in Weiterstadt (Germany), received a commendation in the category "New Developments: Large" has recognition of the high quality of this 56,500m2 GLA development with 177 shops and 3000 free parking spaces. The ICSC Awards are considered the most prestigious awards in the shopping centre sector in Europe. The jury was composed of highly-renowned experts of the shopping centre business.
In Brazil, two shopping centres are under construction:
There are also two expansions under way in Brazil: Shopping Metropole and Shopping Campo Limpo
In the first half of 2011 the tenant sales of the Brazilian portfolio achieved R\$1,778 million, an increase of 12.7% when compared with 2010. On a comparable basis the sales increased by 10.4%.
The Occupancy Rate of the portfolio remained high and stable, recording a value of 97.5% at the end of June 2011.
Sonae Sierra Consolidated Net Profit in the first half of 2011 was of €13.2 million compared with a Consolidated Net Profit of €648 thousand in the same period of last year.
The Company's Direct Net Profit reached €28.8 million, which compare with €28.5 million in 2010, an increase of 1% due mainly to lower interest expenses has consequence of lower bank debt due to the sale of El Rosal and Plaza Éboli in 2011 and Alexa and Mediterranean Cosmos in 2010.
The Direct Income from Investments decreased by 6% (from €109.7 million in the first half 2010, to €103.2 million) due to the sale of the two centres in Spain (El Rosal and Plaza Éboli) and the IPO of Sonae Brasil.
EBITDA, however, has decreased only 4% (€55.6 million, compared to €57.9 million in the same period of 2010), reflecting the efficiency gains from the cost containment efforts in all areas of the Company.
In the Indirect Income we draw attention to the decrease in the deferred taxes. In 2010 the deferred taxes included the effect of the changes on the Portuguese Income Tax rate – the introduction of the new "Derrama Estadual" – which had as consequence the calculation of the deferred tax liabilities in the Portuguese portfolio by the new tax rate.
The Consolidated Balance Sheet continues to show a solid financial position. The total assets amounted to €2.561 million at the end of June 2011; the decrease in Investment Properties is explained by the sale of El Rosal and Plaza Éboli and the IPO of Sonae Sierra Brasil.
The Bank Debt decreased due to the sale of El Rosal and laza Éboli. The Loan-to-value (measured as net indebtedness less cash and equivalents, as a percentage of total properties) decreased from 46.4% to 41.9%, a level below the target of 50%.
| Ratios | 30 Jun 11 | 31 Dec 10 |
|---|---|---|
| Loan-to-value | 41.9% | 46.4% |
| Interest cover | 2.60 | 2.27 |
| Development ratio | 12.5% | 12.1% |
The Company measures its performance, in a first instance, on the basis of 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 Nonlisted Real Estate Vehicles), an association of which the Company is a member.
| Net Asset Value (NAV) amounts in € 000 |
30 Jun 11 | 31 Dec 10 |
|---|---|---|
| NAV as per the financial statements | 976,895 | 1,000,431 |
| Revaluation to fair value of developments | 12,404 | 14,033 |
| Deferred tax for properties | 248,194 | 249,382 |
| Goodwill related to deferred tax | -36,924 | -37,347 |
| Gross-up of Assets | 21,779 | 24,426 |
| NAV | 1,222,348 | 1,250,926 |
| NAV per share (in €) | 37.59 | 38.47 |
On the basis of this methodology, the NAV of Sonae Sierra, as of the 30th June 2011, was €1.22 billion, corresponding to a NAV per share of €37.59, 2.3% below the end of 2010.
| Sonae Sierra | (unaudited accounts) | ||
|---|---|---|---|
| Consolidated Profit and Loss Account (€ 000) |
6M11 | 6M10 | % 11/10 |
| Direct Income from Investments | 103,242 | 109,666 | -6% |
| Direct costs from investments | 47,655 | 51,765 | -8% |
| EBITDA | 55,586 | 57,901 | -4% |
| Net financial costs | 18,824 | 20,795 | -9% |
| Other non-recurrent income/cost | -835 | -1,707 | 51% |
| Direct profit before taxes | 35,927 | 35,399 | 1% |
| Corporate tax | 7,172 | 6,916 | 4% |
| Direct net profit | 28,754 | 28,483 | 1% |
| Gains realized on sale of investments | -4,304 | -4,204 | -2% |
| Impairment & Development funds at risk provision | -3,603 | -2,868 | -26% |
| Value created on investments | -815 | 535 | -252% |
| Indirect income | -8,722 | -6,537 | -33% |
| Deferred tax | 6,854 | 21,298 | -68% |
| Indirect net profit | -15,575 | -27,835 | 44% |
| Net profit | 13,179 | 648 | - |
| Consolidated Balance Sheet (€ 000) |
30-06-2011 | 31-12-2010 | Var. (11 - 10) |
|---|---|---|---|
| Investment properties | 2,078,076 | 2,284,916 | -206,840 |
| Properties under development and others | 220,449 | 223,484 | -3,036 |
| Other assets | 124,819 | 139,709 | -14,889 |
| Cash & Equivalents | 137,352 | 54,252 | 83,100 |
| Total assets | 2,560,695 | 2,702,360 | -141,665 |
| Net worth | 976,895 | 1,000,431 | -23,536 |
| Bank loans | 1,083,206 | 1,198,091 | -114,885 |
| Deferred taxes | 294,381 | 304,627 | -10,245 |
| Other liabilities | 206,213 | 199,212 | 7,001 |
| Total liabilities | 1,583,800 | 1,701,929 | -118,129 |
| Net worth and liabilities | 2,560,695 | 2,702,360 | -141,665 |
In the first six months of 2011, Sierra Investments contributed with €4.2 million to the Consolidated Net Profit of Sonae Sierra, which compares with a loss of €7.5 million in the same period of last year.
The Direct Profit rose 1% compared to the first half 2010, despite a reduction in the Net Operating Income has consequence of the sale of El Rosal, Plaza Èboli, Alexa and Mediterranean Cosmos (the last two were sold on 2010 on the 1st and 3rd quarter, respectively), that was more than offset by a reduction in financing costs arising from lower debt, as a result of these sales.
| Sierra Investments | (unaudited accounts) | ||
|---|---|---|---|
| Profit & Loss Account (€ 000) |
6M11 | 6M10 | % 11/10 |
| Retail Net Operating Margin | 51,368 | 52,874 | -3% |
| Parking Net Operating Margin | 665 | 808 | -18% |
| Co-generation Net Operating Margin | 283 | 381 | -26% |
| Shopping Centre Net Operating Income | 52,317 | 54,064 | -3% |
| Offices Net Operating Income | 0 | 36 | -100% |
| Asset Management Net Operating Income | 1,075 | 1,245 | -14% |
| Net Operating Income (NOI) | 53,392 | 55,345 | -4% |
| Net financial costs | 18,244 | 21,255 | -14% |
| Other non-recurrent income/cost | -2,699 | -2,996 | 10% |
| Direct profit before taxes | 32,448 | 31,095 | 4% |
| Corporate tax | 6,335 | 5,170 | 23% |
| Direct net profit | 26,113 | 25,925 | 1% |
| Gains realized on sale of investments | -4,304 | -4,213 | -2% |
| Value created on investments | -17,749 | -13,456 | -32% |
| Indirect income | -22,053 | -17,669 | -25% |
| Deferred tax | -99 | 15,723 | -101% |
| Indirect net profit | -21,954 | -33,392 | 34% |
| Net Profit | 4,159 | -7,467 | 156% |
| Consolidated Balance Sheet (€ 000) |
30-06-2011 | 31-12-2010 | Var. (11 - 10) |
|---|---|---|---|
| Investment properties & others | 1,774,333 | 1,910,802 | -136,469 |
| Other assets | 170,246 | 162,321 | 7,926 |
| Cash & Equivalents | 45,368 | 75,317 | -29,948 |
| Total assets | 1,989,948 | 2,148,439 | -158,492 |
| Net worth | 679,219 | 713,140 | -33,921 |
| Bank loans | 951,546 | 1,062,757 | -111,211 |
| Deferred taxes | 239,991 | 238,206 | 1,785 |
| Other liabilities | 119,192 | 134,337 | -15,145 |
| Total liabilities | 1,310,729 | 1,435,299 | -124,571 |
| Net Worth and liabilities | 1,989,948 | 2,148,439 | -158,492 |
Sierra Developments contributed negatively with €16.9 million to Sonae Sierra Consolidated Net Profit which compare with a loss of €8.6 million in 2010.
The income from the development services, capitalized on the projects under development, is lower than on the previous year, mainly related to a reduced pipeline of ongoing projects.
The operating costs decreased by 4% when compared with 2010, in line with a slowdown in the business operation and the cutting costs efforts in all the countries where the Company operates.
| Sierra Developments | (unaudited accounts) | ||
|---|---|---|---|
| Profit & Loss Account | 6M11 | 6M10 | % 11/10 |
| (€ 000) | |||
| Project Development Services Rendered | 2,130 | 2,594 | -18% |
| Value created in projects | -7,438 | 568 | -1410% |
| Operating Income | -5,308 | 3,162 | -268% |
| Operating costs | 11,487 | 11,959 | -4% |
| Net Operating Income (NOI) | -16,795 | -8,797 | -91% |
| Depreciation and provisions | 1 | 6 | -86% |
| Net financial costs | 1,991 | 981 | 103% |
| Other non-recurrent income/cost | -397 | -8 | -5155% |
| Income tax | -2,320 | -1,150 | -102% |
| Net Profit | -16,864 | -8,642 | -95% |
| Consolidated Balance Sheet (€ 000) |
30-06-2011 | 31-12-2010 | Var. (11 - 10) |
|---|---|---|---|
| Properties under development | 172,980 | 167,759 | 5,221 |
| Other assets | 73,134 | 73,733 | -598 |
| Cash & Equivalents | 8,802 | 5,585 | 3,217 |
| Total assets | 254,916 | 247,077 | 7,839 |
| Net worth | 15,534 | -68,465 | 83,998 |
| Bank loans | 14,744 | 9,320 | 5,423 |
| Shareholder loans | 90,057 | 175,476 | -85,419 |
| Deferred taxes | 3,115 | 4,063 | -948 |
| Other liabilities | 131,467 | 126,682 | 4,785 |
| Total liabilities | 239,382 | 315,541 | -76,159 |
| Net worth and liabilities | 254,916 | 247,077 | 7,839 |
During the first half of 2011, this business contributed with €2.2 million to the Consolidated Net Profit of Sonae Sierra, which compares with €2.3 million in the same period of last year.
The Net Operating Income (NOI) for this period was €2.9 million a decrease of 9% compared with the 1st half of 2010. This decrease was due mainly to a decrease in the income related to letting services obtained in Portugal and Spain.
| Sierra Management | (unaudited accounts) | ||
|---|---|---|---|
| Profit & Loss Account (€ 000) |
6M11 | 6M10 | % 10/09 |
| Total Income from Management Services | 16,713 | 17,454 | -4% |
| Operating Costs | 13,768 | 14,232 | -3% |
| Net Operating Income (NOI) | 2,945 | 3,223 | -9% |
| Net financial costs | -460 | -382 | -20% |
| Other non-recurrent income/cost | 0 | -55 | 100% |
| Income tax | 1,204 | 1,282 | -6% |
| Net Profit | 2,200 | 2,268 | -3% |
| Consolidated Balance Sheet (€ 000) |
30-06-2011 | 31-12-2010 | Var. (11 - 10) |
|---|---|---|---|
| Other assets | 31,692 | 29,774 | 1,918 |
| Cash & Equivalents | 36,902 | 34,541 | 2,360 |
| Total assets | 68,594 | 64,316 | 4,278 |
| Net worth | 11,800 | 9,939 | 1,861 |
| Total liabilities | 56,794 | 54,376 | 2,418 |
| Net Worth and liabilities | 68,594 | 64,316 | 4,278 |
During the first half of 2011, Sonae Sierra Brazil contributed with €23.7 million to the Consolidated Net Profit of Sonae Sierra, which compares with €14.5 million in the same period of last year.
Sonae Sierra Brazil consolidates the Brazilian companies and the structure in Europe who are the owner of the Brazilian companies.
Shopping Centre Net Operating Income reached €12 million, a decrease of 7% compared with the same period of 2010, mainly due to the IPO of Sonae Sierra Brasil which resulted in a reduction of the consolidation percentage of the Brazilian companies from 47.8% to 33.3%.
| Sonae Sierra Brazil | (unaudited accounts) | ||
|---|---|---|---|
| Profit & Loss Account (€ 000) |
6M11 | 6M10 | % 11/10 |
| Retail Net Operating Margin | 10,419 | 11,431 | -9% |
| Parking Net Operating Margin | 1,583 | 1,449 | 9% |
| Shopping Centre Net Operating Income | 12,002 | 12,880 | -7% |
| Total Income from Services Rendered | 2,717 | 3,051 | -11% |
| Overheads | 3,659 | 4,227 | -13% |
| Net Operating Income (NOI) | 11,059 | 11,705 | -6% |
| Net financial costs/(income) | -952 | -995 | 4% |
| Other non-recurrent income/cost | -125 | -761 | 84% |
| Direct profit before taxes | 11,886 | 11,939 | 0% |
| Corporate tax | 1,277 | 1,633 | -22% |
| Direct Profit | 10,610 | 10,306 | 3% |
| Value created on investments | 20,927 | 7,994 | 162% |
| Indirect income | 20,927 | 7,994 | 162% |
| Deferred tax | 7,828 | 3,758 | 108% |
| Indirect net profit | 13,100 | 4,236 | 209% |
| Net Profit | 23,709 | 14,542 | 63% |
| Consolidated Balance Sheet (€ 000) |
30-06-2011 | 31-12-2010 | Var. (11 - 10) |
|---|---|---|---|
| Properties | 351,657 | 433,772 | -82,115 |
| Other assets | 11,249 | 14,739 | -3,490 |
| Cash & Equivalents | 69,276 | 14,294 | 54,983 |
| Total Assets | 432,182 | 462,804 | -30,622 |
| Net worth | 323,585 | 338,404 | -14,819 |
| Bank loans | 41,855 | 41,004 | 851 |
| Deferred taxes | 53,466 | 63,561 | -10,095 |
| Other liabilities | 13,276 | 19,835 | -6,559 |
| Total liabilities | 108,597 | 124,400 | -15,803 |
| Net Worth and liabilities | 432,182 | 462,804 | -30,622 |
Maia, 29 July 2011.
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
(Translation of the statement of financial position originally issued in Portuguese - Note 15)
(Amounts stated in thousands of Euro)
| 30 June | 31 December | 30 June | ||
|---|---|---|---|---|
| ASSETS | Notes | 2011 | 2010 | 2010 |
| NON CURRENT ASSETS: | ||||
| Investment properties Investment properties in progress |
5 5 |
3,168,759 216,597 |
3,263,755 203,541 |
3,327,807 191,852 |
| Property, plant and equipment | 2,496 | 2,773 | 2,877 | |
| Goodwill | 6 | 45,983 | 46,406 | 46,406 |
| Intangible assets | 5,479 | 5,745 | 5,453 | |
| Investments in associates and companies excluded from consolidation | 3 | 88,290 | 89,207 | 76,407 |
| Deferred tax assets | 19,111 | 24,335 | 31,156 | |
| Derivative financial instruments | 7 | 2,950 | 847 | 486 |
| State and other public entities | 393 | 160 | 102 | |
| Other non current assets | 25,518 | 28,895 | 29,020 | |
| Total non current assets | 3,575,576 | 3,665,664 | 3,711,566 | |
| CURRENT ASSETS: | ||||
| Inventories | - | - | - | |
| Trade receivables | 32,902 | 33,802 | 35,696 | |
| State and other public entities | 37,933 | 37,437 | 41,686 | |
| Other receivables | 26,727 | 28,829 | 42,575 | |
| Other current assets | 11,641 | 13,225 | 12,996 | |
| Cash and cash equivalents | 182,697 | 54,129 | 69,855 | |
| Total current assets | 291,900 | 167,422 | 202,808 | |
| Total assets | 3,867,476 | 3,833,086 | 3,914,374 | |
| EQUITY, NON-CONTROLLING INTERESTS AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 162,245 | 162,245 | 162,245 | |
| Reserves | 57,329 | 57,329 | 57,329 | |
| Translation Reserve | 26,081 | 44,902 | 45,120 | |
| Hedging Reserve | (12,852) | (21,191) | (26,016) | |
| Retained earnings | 730,839 | 748,452 | 760,912 | |
| Consolidated net profit for the period attributable to the equity holders of Sonae Sierra | 13,179 | 8,694 | 648 | |
| Equity attributable to the equity holders of Sonae Sierra | 976,821 | 1,000,431 | 1,000,238 | |
| Non-controlling interests | 10 | 572,626 | 432,140 | 404,968 |
| Total Equity | 1,549,447 | 1,432,571 | 1,405,206 | |
| LIABILITIES: | ||||
| NON CURRENT LIABILITIES: | ||||
| Long term debt - net of current portion | 7 | 1,363,867 | 1,457,865 | 1,492,658 |
| Debentures loans - net of current portion | 7 | 74,818 | 74,760 | 74,705 |
| Derivative financial instruments | 7 | 24,599 | 38,563 | 50,387 |
| Other shareholders | 9 | 9,870 | 10,955 | 11,996 |
| Trade payables | 6,074 | 6,171 | 1,201 | |
| Other non current liabilities | 12,923 | 13,775 | 13,485 | |
| Provisions | 319 | 374 | 256 | |
| Deferred tax liabilities | 515,168 | 507,495 | 495,169 | |
| Total non current liabilities | 2,007,638 | 2,109,958 | 2,139,857 | |
| CURRENT LIABILITIES: | ||||
| Current portion of long term debt | 7 | 111,075 | 118,456 | 135,106 |
| Current portion of long term of debentures loans | 7 | (112) | (108) | (105) |
| Short term debt and other borrowings | 8 | 36 | 1,404 | 26,813 |
| Other shareholders | 9 | 10,791 | 10,791 | 10,791 |
| Trade payables | 33,970 | 32,539 | 43,250 | |
| State and other public entities | 26,141 | 18,539 | 24,957 | |
| Other payables | 51,410 | 27,770 | 26,924 | |
| Other current liabilities | 75,223 | 79,081 | 101,217 | |
| Provisions | 1,857 | 2,085 | 358 | |
| Total current liabilities | 310,391 | 290,557 | 369,311 | |
| Total equity, minority interests and liabilities | 3,867,476 | 3,833,086 | 3,914,374 |
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 15)
(Amounts stated in thousands of Euro)
| Notes | 2011 | 2010 | |
|---|---|---|---|
| Operating revenue: Services rendered Variation in fair value of the investment properties Other operating revenue Total operating revenue |
5 | 193,454 8,176 5,724 207,354 |
189,662 (7,922) 11,237 192,977 |
| 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 |
(70,491) (27,237) (1,076) (3,645) (3,626) (11,951) (118,026) 89,328 |
(73,423) (27,343) (1,124) (4,628) (2,868) (8,950) (118,336) 74,641 |
|
| Financial income Financial expenses Share of results of associated undertakings Gains and losses on investments Profit before income tax |
3 4 |
5,178 (32,419) (2,096) (47) 59,944 |
6,043 (36,173) (463) (2,650) 41,398 |
| Income tax Profit after income tax |
(23,628) 36,316 |
(43,506) (2,108) |
|
| Net profit after tax from discontinuing operations Consolidated net profit for the period |
- 36,316 |
- (2,108) |
|
| Attributable to: Equity holders of Sonae Sierra Non-controlling interests Consolidated net profit per share: |
10 | 13,179 23,137 36,316 |
648 (2,756) (2,108) |
| Basic Diluted |
- - |
0.405 0.405 |
0.020 0.020 |
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 15)
(Amounts stated in thousands of Euro)
| Notes | 2011 | 2010 | |
|---|---|---|---|
| Consolidated net profit for the period | 36,316 | (2,108) | |
| Changes in the currency translation differences | (9,660) | 40,126 | |
| Changes in the fair value of hedging instruments | 18,020 | (6,569) | |
| Income tax related to components of other compreensive income | (3,036) | 1,352 | |
| Costs related to IPO "Brazil" | (5,302) | - | |
| Loss on IPO "Brazil" | (313) | - | |
| Others | 80 | (401) | |
| Other comprehensive income of the period | (211) | 34,508 | |
| Total comprehensive income for the period | 36,105 | 32,400 | |
| Attributable to: | |||
| Equity holders of Sonae Sierra | 12,368 | 33,017 | |
| Non-controlling interests | 23,737 | (617) | |
| 36,105 | 32,400 |
The accompanying notes form an integral part of these consolidated statements of compehensice income.
(Translation of statements of changes in equity originally issued in Portuguese - Note 15)
(Amounts stated in thousands of Euro)
| Att | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| No tes |
Sh are ita l ca p |
Le l ga Re ser ve s |
Re ser ve s Tra nsl ati on res erv e |
He dg ing res erv e |
Re tai d ne rni ea ng s |
Ne t fit pro |
To tal |
llin No tro n-c on g Int sts ere ( 17) No te |
To tal |
|
| Bal mb t 3 1 D 200 9 anc e a ece er |
162 ,24 5 |
57 ,32 9 |
10 ,85 0 |
(24 9) ,51 |
899 ,61 4 |
(11 86) 0,9 |
994 ,53 3 |
40 7,2 32 |
1,4 01, 765 |
|
| App riat ion of sol ida ted ofit fo r 20 09: t pr rop con ne Tra nsf to l l re d re tain ed nin er ega ser ves an ear gs Div ide nds dis trib d ute |
- - |
- - |
- - |
- - |
(13 98) 8,2 - |
138 ,29 8 (27 2) ,31 |
- (27 2) ,31 |
- (1, ) 647 |
- (28 9) ,95 |
|
| - | - | - | - | (13 98) 8,2 |
110 ,98 6 |
(27 2) ,31 |
(1, ) 647 |
(28 9) ,95 |
||
| Cur tra nsl atio n d iffe ren cy ren ces Tra nsf llin g in er t tro tere sts o n on- con |
- - |
- - |
34 ,27 0 |
- | - | - | 34 ,27 0 |
5,8 56 |
40 ,12 6 |
|
| Fai lue of hed gin g in stru nts r va me Def ed tax in fair lue of hed gin g in stru nts err va me Cap ital inc rea se |
- - |
- - |
- - - |
- (1, ) 595 97 |
- - - |
- - - |
- (1, ) 595 97 - |
- (4, ) 974 1,2 55 - |
- (6, ) 569 1,3 52 - |
|
| ns/ Acq uis itio sal f su bsid iari effe ct e o es |
- | - | - | - | - | |||||
| Con sol ida ted ofit fo riod ded 30 Ju 201 0 t pr ne r pe en ne Oth ers |
- - |
- - |
- - |
- - |
- (40 3) |
64 8 - |
64 8 (40 3) |
(2, 756 ) 2 |
(2, 108 ) (40 1) |
|
| Bal t 30 Ju 201 0 anc e a ne |
162 ,24 5 |
57 ,32 9 |
45 ,12 0 |
(26 7) ,01 |
760 ,91 3 |
64 8 |
1,0 00, 238 |
40 4,9 68 |
1,4 05, 206 |
|
| Bal t 3 1 D mb 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 |
43 2,1 40 |
1,4 32, 571 |
|
| App riat ion of sol ida ted t pr ofit fo r 20 10: rop con ne Tra nsf to l l re d re tain ed nin er ega ser ves an ear gs |
- | - | - | - | (15 ,04 1) |
15, 041 |
- | - | - | |
| Div ide nds dis trib ute d |
- - |
- - |
- | - | - (15 1) ,04 |
(23 5) ,73 (8, ) 694 |
(23 5) ,73 (23 5) ,73 |
(2, ) 165 (2, ) 165 |
(25 0) ,90 (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 er t o/f ont roll ing int sts rom no n-c ere 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 |
7 | - | - | - - |
- 11 ,47 8 |
- | - - |
11 ,47 8 |
6,5 42 |
18 ,02 0 |
| Def ed tax in fair lue of hed gin g in stru nts err va me Cap ital inc se/ dec rea rea se |
- - |
- - |
- - |
(3, ) 139 - |
- | - | (3, ) 139 - |
(1, ) 700 34 ,97 0 |
(4, ) 839 34 ,97 0 |
|
| ns/ Acq uis itio sal f su bsid iari effe ct e o es |
- | - | (12 3) ,24 |
- | (31 3) |
(12 6) ,55 |
83, 944 |
71 ,38 8 |
||
| Con sol ida ted ofit fo riod ded 30 Ju 201 1 t pr ne r pe en ne |
- | - | - | - | - | 13 ,17 9 |
13 ,17 9 |
23 ,13 7 |
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 ,08 1 |
(12 2) ,85 |
730 ,83 9 |
13 ,17 9 |
97 6,8 21 |
57 2,6 26 |
1,5 49, 447 |
|
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 15)
(Amounts stated in thousands of Euro)
| 2011 | 2010 | ||||
|---|---|---|---|---|---|
| OPERATING ACTIVITIES: | |||||
| Received from clients Paid to suppliers Paid to personnel |
195,034 (68,710) (30,603) |
191,719 (69,575) (32,765) |
|||
| Flows from operations | 95,721 | 89,379 | |||
| (Payments)/receipts of income tax Other (payments)/receipts relating to operating activities |
(6,610) (4,557) |
(8,750) 5,888 |
|||
| Flows from operating activities [1] | 84,554 | 86,517 | |||
| INVESTING ACTIVITIES: | |||||
| Receipts relating to: | |||||
| Investments Tangible fixed assets Interest income Dividends Other |
283 120,723 4,648 152 3,176 |
128,982 | 45,270 19,875 1,840 297 2,451 |
69,733 | |
| Payments relating to: | |||||
| Investments Tangible fixed assets Intangible fixed assets Other Variation in Loans granted |
(219) (41,615) (775) (3,060) |
(45,669) (73) |
- (59,090) (487) (140) |
(59,717) 993 |
|
| Flows from investing activities [2] | 83,240 | 11,009 | |||
| FINANCING ACTIVITIES: | |||||
| Receipts relating to: | |||||
| Capital increase and share premiums Bank loans Other |
96,371 33,388 - |
129,759 | - 68,529 - |
68,529 | |
| Payments relating to: | |||||
| Interest expenses Dividends Decrease of share capital - nominal value and discounts and premiums |
(29,547) (2,167) - |
(36,115) (28,959) - |
|||
| Bank loans Other Variation in Loans obtained - others |
(137,539) - |
(169,253) (1,081) |
(109,305) - |
(174,379) (482) |
|
| Flows from financing activities [3] | (40,575) | (106,332) | |||
| Variation in cash and cash equivalents [4]=[1]+[2]+[3] | 127,219 | (8,806) | |||
| Effect of exchange differences | 1,348 | 2,255 | |||
| Effect of the acquisitions and sales of companies: LeiriaShopping MC Propery Management Project Sierra 6 BV Alexa KG |
- - - - |
- - (11) (1) |
|||
| Cash and cash equivalents at the beginning of the year | 54,129 | 76,418 | |||
| Cash and cash equivalents at the end of the year | 182,696 | 69,855 |
The accompanying notes form an integral part of these consolidated statements of cash flows.
(Translation of notes originally issued in Portuguese – Note 13)
(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 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 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 2011. 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 approved 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 approved by the European Union.
The Board of Directors of the Company considers that the accompanying consolidated financial statements and their notes have, under IAS 34 – Interim Financial Reporting, an adequate presentation of the interim consolidated information. For additional information about the accounting policies of the Group and other information, the consolidated financial statements of the Company and their notes for the year 2010 should be consulted.
Until the date of approval of these consolidated financial statements, the European Union endorsed the following standards, interpretations, amendments and revisions with mandatory application to the economic periods beginning on 1 January 2011:
| Effective date (financial years |
|
|---|---|
| beginning | |
| on/after) | |
| IAS 24 Related Party Disclosures (Revised) | 01-Jan-11 |
| Amendments to IFRS 1 Limited Exemption from comparative IFRS 7 Disclosures for First Time Adopters | 01-Jul-10 |
| Amendment to IAS 32 - Financial Instruments: Presentation - Classification of Rights Issues | 01-Feb-10 |
| IFRIC 19 - Extinguishing of Financial Liabilities with Equity Instruments | 01-Jul-10 |
| Amendment to IFRIC 14 - Prepayments of Minimum Funding Requirements | 01-Jan-11 |
All these standards were first applied by the Group in 2011 and had no impact in the consolidated financial statements.
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:
| Effective date | |
|---|---|
| (financial years | |
| beginning | |
| on/after) | |
| Improvements to IFRS (2010) | |
| Several (on / | |
| after 01-Jul-10) |
These standards, despite being endorsed by the European Union, were not adopted by the Group in 2011, because their application is not yet mandatory. It is not anticipated that there will be retrospective impacts 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:
| Effective date (financial years beginning on/after) |
|
|---|---|
| IFRS 9 - Financial Instruments | 01-Jan-13 |
| Amendments to IAS 12 - Deferred Tax: Recovery of Underlying Assets | 01-Jan-12 |
| Amendments to IFRS 1 - Severe Hyperinflaction and Removal of Fixed Dates for Fisrt-time Adopters | 01-Jul-11 |
| Amendments to IFRS 7 - Financial Instruments: Disclosures | 01-Jul-11 |
| 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 10 - 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 1 - Presentation of C omprehensive Income | 01-Jan-12 |
| Amendments to IAS 19 - Post Employment Benefits | 01-Jan-13 |
Regarding the Amendment to IAS 12 – Deferred Tax: Recovery of Underlying Assets and 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 however 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 2011 and 31 December 2010, are as follows:
| 30 June 2011 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Head | Net | Book | Net profit | |||||||
| Office | Assets Liabilities | Equity | Profit | % own | value | held | ||||
| Associated companies: | ||||||||||
| Campo Limpo Lda | S. Paulo (Brazil) | 60,406 | 13,378 | 47,028 | 4,692 | 10.00% | 4,703 | 469 | ||
| Sierra Portugal Real Estate ("SPF") (* ) Goodwill SPF |
Luxemburg | 434,421 | 304,740 | 129,681 | (6,149) | 47.50% | 61,600 14,027 |
(2,921) - |
||
| Sonaegest - Soc. Gestora de Fundos de Investime | Maia | 1,366 | 167 | 1,199 | 226 | 20.00% | 240 | 45 | ||
| ALEXA Asset GmbH & Co, KG Goodwill Alexa |
Dusseldorf (Germany) | 374,020 | 214,657 | 159,363 | 6,909 | 4.50% | 7,171 259 |
311 - |
||
| 88,000 | (2,096) | |||||||||
| Other participations: | ||||||||||
| Ercasa C ogeneración S.A. | Grancasa (Spain) | 5.00% | 48 | - | ||||||
| Car Parking of Grancasa | Grancasa (Spain) | 62.37% | 242 | - | ||||||
| 290 | - | |||||||||
| 88,290 | (2,096) |
| 31 December 2010 | ||||
|---|---|---|---|---|
| Net Net profit Book |
Head | |||
| Assets Liabilities Equity Profit % own value held |
Office | |||
| Associated companies: | ||||
| 11,755 43,651 5,792 10.00% 4,365 579 |
55,406 | S. Paulo (Brazil) | Campo Limpo Lda | |
| - - - 2,560 19.95% - 511 |
Athens (Greece) | Pylea S.A. | ||
| (2,710) | ||||
| 14,027 - |
Goodwill SPF | |||
| 157 1,349 418 20.00% 270 83 |
1,506 | Maia | Sonaegest - Soc. Gestora de Fundos de Investime | |
| 220,194 149,314 45,731 4.50% 6,719 2,058 |
369,508 | Dusseldorf (Germany) | ALEXA Asset GmbH & Co, KG | |
| 259 - |
Goodwill Alexa | |||
| 88,917 521 |
||||
| Other participations: | ||||
| 5.00% 48 - |
Grancasa (Spain) | Ercasa C ogeneración S.A. | ||
| 62.37% 242 - |
Grancasa (Spain) | Car Parking of Grancasa | ||
| 290 - |
||||
| 89,207 521 |
||||
| 317,032 133,211 (6,332) 47.50% 63,277 |
450,243 | Luxemburg | Sierra Portugal Real Estate ("SPF") (* ) |
(*) Amounts related to the consolidated accounts of "SPF". This company owns the following investments:
| % own | |
|---|---|
| 8ª Avenida Centro C omercial, SA. | 100% |
| ALBCC Albufeirashopping C .C omercial S.A. | 50% |
| Arrábidashopping- C entro C omercial, S.A. | 50% |
| Gaiashopping I- Centro Comercial, S.A. | 50% |
| Gaiashopping II- Centro C omercial, S.A. | 50% |
| LCC LeiriaShopping Centro C omercial S.A. | 100% |
| Loureshopping- C entro C omercial, S.A. | 50% |
| PORTCC - Portimaoshopping C .C omercial S.A. | 50% |
| Rio Sul- C entro C omercial, S.A. | 50% |
| Serra Shopping- C entro C omercial, S.A. | 50% |
The associated companies were included in the consolidation by the equity method.
During the years ended 30 June 2011 and 2010, the movement occurred in associated companies was as follows:
| 30.06.11 | 30.06.10 | |
|---|---|---|
| Opening balance | 88,917 | 77,237 |
| Alexa KG - entry effect on associated companies: | ||
| - Equity held (Note 4) | - | 5,225 |
| - Goodwill (Note 6) | - | 259 |
| Capital decrease | - | (4,620) |
| Effect of the application of the equity method: | ||
| Hedging reserve | 1,408 | (947) |
| Translation reserve | (77) | 486 |
| Net profit | (2,096) | (463) |
| Dividends | (152) | (1,060) |
| 88,000 | 76,117 |
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 main acquisitions and sales of companies occurred during the first half of 2010 were as follows:
In February 2010 the joint controlled entity ALEXA Shopping Centre GmbH ("Alexa Shoping"), sold 91% of the financial position in the company ALEXA Asset GmbH & Co, KG ("Alexa KG") (owner of the shopping centre "Alexa"), for the amount of kEuro 105,698 ( kEuro 52.849 to the Group,as Alexa Shopping is a joint controlled entity). Due to the loss of the joint control of Alexa KG, this subsidiary (with reference to 1 January 2010) no longer integrates the consolidated financial statements by the proportional method and is now measured by the equity method, since there is significant influence on it.
In March 2010, Sierra Developments Holdings, BV (100% owned by the Group) sold its 100% of the financial position in the subsidiary Project Sierra 8 B.V. to Sierra Sierra European Retail Real Estate Assets Holdings, BV ("Sierra BV"), (held by the Group at 50.1%) by kEuro 18. Considering that Sierra BV is held by the Group in 50.1%, only 49.9% of the total gain in this sale was recorded by the Group (kEuro 12). Project Sierra 8 B.V. continues to be integrated in the consolidated financial statements by the full consolidation method.
In April 2010, Sierra Investments Holdings, BV (100% owned by the Group) sold 50% of the financial position in the company Project Sierra 6 BV, for the amount of kEuro 1, with a gain on sale of kEuro 1. After the sale Project 6 B.V. was consolidated in the financial statements by the proportional method.
The effect of the sales occurred during the first half of 2010 was as follows:
| 2010 | ||
|---|---|---|
| Alienações | ||
| Alexa KG | ||
| Cash and cash equivalents Investment properties (Note 5) Other non current assets Trade receivables Accounts payable and other liabilities - non-current Accounts payable and other liabilities - current Identifiable assets and liabilities at sales date Goodw ill of the subsidiary |
(I) | 1 158,056 39 611 (100,000) (651) 58,056 2,881 |
| 60,937 | ||
| Transfer to associates (9%) (Note 3): - proporcional equity - proporcional Goodw ill (Note 6) |
(5,225) (259) |
|
| Transaction Result: - Profit/ (loss) on sale - Write-off of Goodw ill (Note 6) |
- (2,622) |
|
| Sale amount | (II) | 52,831 |
| Amount ro be received | (III) | (7,620) |
| Net cash flow | (II-I+III) | 45,210 |
The movement in investment properties during the first half years ended 30 June 2011 and 30 June 2010 was as follows:
| 30 June 2011 | ||||||
|---|---|---|---|---|---|---|
| Investment properties | ||||||
| in progress | ||||||
| in | at fair | |||||
| operation | "Fit Out" | at cost | 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: | ||||||
| - Production 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 |
The amount of KEuro 120,000 corresponds to the sale of assets Plaza Eboli and El Rosal.
| 30 June 2010 | ||||||
|---|---|---|---|---|---|---|
| Investment properties | ||||||
| in progress | ||||||
| in | at fair | |||||
| operation | "Fit Out" | at cost | value | Advances | Total | |
| Opening balance | 3,349,582 | 4,544 | 169,440 | 68,529 | 1,725 | 3,593,820 |
| Increases | 6,662 | - | 12,479 | 43,499 | - | 62,640 |
| Impairments and write-off | - | - | (2,868) | - | - | (2,868) |
| Receivables | - | - | (19,150) | - | - | (19,150) |
| Fit-out receivables | - | (398) | - | - | - | (398) |
| Transfers | - | - | - | 122 | - | 122 |
| Increases by transfer from investment | ||||||
| properties in progress: | ||||||
| - Production cost | 82,987 | 1,871 | (5,534) | (79,324) | - | - |
| - Adjustment to fair value | 5,194 | - | - | 1,825 | - | 7,019 |
| Variation in fair value of the investment properties | ||||||
| between years | ||||||
| - Gains | 26,405 | 160 | - | - | - | 26,565 |
| - Losses | (40,381) | (1,125) | - | - | - | (41,506) |
| Sales of companies (Note 4) | (158,056) | - | - | - | - | (158,056) |
| Currency translation differences | 50,362 | - | (50) | 1,159 | - | 51,471 |
| Closing balance | 3,322,755 | 5,052 | 154,317 | 35,810 | 1,725 | 3,519,659 |
As of 30 June 2011, 31 December 2010 and 30 June 2010 investment properties in operation can be detailed as follows:
| 30.06.11 | 31.12.10 | 30.06.10 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 10 yr discount rate |
Exit Yield | 10 yr discount rate |
Exit Yield | 10 yr discount rate |
Exit Yield | ||||||||||
| Floor | Cap | Floor | Cap | Amount | Floor | Cap | Floor | Cap | Amount | Floor | Cap | Floor | Cap | Amount | |
| Portugal/Spain | 8.60% | 11.95% | 6.30% | 9.45% | 2,012,969 | 8.45% | 11.75% | 6.20% | 9.25% | 2,137,471 | 8.40% | 11.50% | 6.15% | 9.00% | 2,222,403 |
| Other European Countries 6.75% | 11.85% | 6.00% | 9.00% | 673,246 | 6.75% | 10.75% | 6.00% | 8.00% | 673,698 | 6.75% | 10.75% | 6.00% | 8.00% | 678,102 | |
| Brazil | 12.75% | 14.00% | 8.25% | 9.50% | 478,637 3,164,852 |
12.75% | 14.00% | 8.25% | 9.50% | 448,528 3,259,697 |
12.75% | 14.00% | 8.25% | 9.50% | 422,250 3,322,755 |
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 to draw attention to this, indicating the cause of uncertainty and the degree to which this is reflected in the valuation reported.
Since September 2008 there were unprecedented events at a global level, such as the failure of several major banks, the effective nationalisation of others. There have been substantial reductions in interest rates across Europe, with the ECB rapidly reducing base rates from 2.50% in December 2008 to 1% since May 2009. Following a relatively strong end to 2009, 2010 experienced a gradual upward movement of the Euribor, and this is expected to continue to rise during 2011. 2010 was characterised by the global banking crisis and the consequent hiatus of the debt markets. The fallout of the crisis in Greece prompted a wider breakdown in confidence relating to sovereign risk. Meanwhile in Portugal, a list of austerity measures have been announced by the new government, to support a bailout program agreed with the European Union and the International Monetary Fund.
A more general economic downturn unfolded throughout the year; the ECB and EU reacted accordingly, applying pressure to member states to control their public spending so as not to compromise potential growth in the future. In response, each EU country adopted budget consolidation policies via fiscal measures. While some of these measures had an immediate result, others will only take impact later this year.
According to the valuer, within the real estate sector, there remains limited clarity on pricing throughout Europe. Signs of increasing activity from both occupiers and investors emerged in the property market in 2010 and have continued active in the first semester of 2011; overly ambitious negotiations have occurred in both investments and leasing dis-cussions. Nevertheless, confidence has certainly improved, and both occupiers and inves-tors sense that for Grade ´A` property, pricing is now around as good as it will get. For secondary stock, however, there is no urgency to invest or occupy property and the gap to prime has increased.
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 available 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.
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 judgement must therefore be applied.
The valuers strongly recommend that the company keep the valuation of the subject properties under review. The company 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 2011, 31 December 2010 and 30 June 2010 the fair value of the fit out contracts existing in each investment property was as follows:
| 30.06.11 | 31.12.10 | 30.06.10 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 10 yr discount rate |
Exit Yield | 10 yr discount rate |
Exit Yield | 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 11.85% |
8.65% | - 11.40% 11.85% |
6.40% 8.60% |
9.00% 8.60% |
3,907 - |
8.50% 11.75% |
11.40% 11.75% |
6.25% 8.50% |
8.90% 8.50% |
4,058 - |
8.45% 10.25% |
11.50% 11.85% |
6.20% 7.00% |
9.00% 7.00% |
4,973 79 |
| 3,907 | 4,058 | 5,052 |
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 2011 and 31 December 2010 the following investment properties had been given in guarantee of bank loans:
| Airone | Loop 5 |
|---|---|
| Algarveshopping | Luz del Tajo |
| Alverca | Madeirashopping |
| Arrabidashopping | Maiashopping |
| Cascaishopping | Manauara Shopping |
| Centro Colombo | Max Center |
| Centro Vasco da Gama | Munster Arkaden |
| Coimbrashopping | Norteshopping |
| Dos Mares | Parque Atlântico |
| El Rosal | Parque Principado |
| Estação Viana | Plaza Éboli |
| Freccia Rossa | Plaza Mayor |
| Gaiashopping | Plaza Mayor Shopping |
| Gli Orsi | River Plaza Mall |
| Grancasa | Torre Ocidente |
| Guimarãeshopping | Valecenter |
| La Farga | Valle Real |
| LeiriaShopping | Viacatarina |
| Zubiarte |
As of 30 June 2011 and 31 December 2010 there were no material contractual obligations to purchase, construct or develop investment properties or for repairs or maintenance, other than those referred to above.
| 30.06.11 | 31.12.10 | 30.06.10 | |
|---|---|---|---|
| Investment property at cost: | |||
| Portugal: | |||
| Alverca | 6,139 | 6,137 | 6,134 |
| Centro Bordalo | 3,770 | 3,473 | 3,398 |
| Parque de Famalicão | 1,257 | 1,257 | 1,255 |
| Torre Ocidente | - | - | 3,410 |
| Others | 17 | 7 | - |
| Germany: | |||
| Alexa Tower | 6,000 | 6,000 | 11,000 |
| Garbsen | 1,921 | 1,920 | 1,785 |
| Others | 58 | 14 | 14 |
| Brazil: | |||
| Boulevard Londrina Shopping | - | - | 3,445 |
| Goiânia Shopping | 10,807 | 10,616 | 10,224 |
| Parque D. Pedro (expansion) | - | - | 1,705 |
| Others | - | 253 | 87 |
| Spain: | |||
| Pulianas Shopping | 206 | 206 | 206 |
| Dos Mares - expansion | 2,810 | 2,810 | 2,810 |
| Greece: | |||
| Aegean Park | 10,018 | 9,963 | 9,867 |
| Pantheon Plaza | 1,778 | 1,778 | 1,778 |
| Galatsi Shopping | - | - | 12,580 |
| Ioannina | 17,300 | 17,261 | 32,063 |
| Italy: | |||
| Le Terrazze (Hypermarket) | 9,114 | 7,307 | 5,577 |
| Caldogno | 9,958 | 9,916 | 9,894 |
| Others | - | 505 | 522 |
| Romania: | |||
| C raiova Shopping | 33,131 | 35,349 | 34,401 |
| Ploiesti Shopping | 14,839 | 14,635 | 14,323 |
| 129,122 | 129,407 | 166,601 | |
| Impairment for assets at risk | (4,966) | (4,394) | (10,559) |
| 124,156 | 125,013 | 156,042 | |
| Investment property at fair value: | |||
| Portugal: | |||
| Torre Ocidente | - | 12,276 | - |
| Brazil: | |||
| Uberlândia Shopping | 31,517 | 22,076 | 12,655 |
| Boulevard Londrina Shopping | 23,942 | 12,647 | - |
| Italy: | |||
| Le Terrazze | 36,982 92,441 |
31,529 78,528 |
23,155 35,810 |
| 216,597 | 203,541 | 191,852 |
As of 30 June 2011, 31 December 2010 and 30 June 2010 investment properties in progress can be detailed as follows:
The amounts of kEuro 4,966, kEuro 4,394 and kEuro 10,559 in 30 June 2011, 31 December 2010 and 30 June 2010, 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 property under development Ioannina, for which the Group recognised, during the year ended 31 December 2010, an impairment loss amounting to KEuro 15,000, corresponds to the value of land and existing facilities, which the Board hopes to develop in a near future, having for that resized the existing project.
Investment properties in progress include borrowing expenses incurred during the construction period. As of 30 June 2011 and 31 December 2010, total borrowing expenses capitalised amounted to kEuro 479 and kEuro 1,328, respectively.
The movement in goodwill during the years ended 30 June 2011 and 31 December 2010 was as follows:
| 30.06.11 | 31.12.10 |
|---|---|
| 46,406 | 49,287 |
| - | (2,622) |
| - | (259) |
| (423) | - |
| 45,983 | 46,406 |
| 30.06.11 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year of aquisition |
Gross amount |
Impairment losses of the year |
Carrying Amount |
Carrying Amount |
|||||
| Iberian Assets, S.A: | |||||||||
| Grancasa | 2002 | 1,471 | - | 1,471 | 1,471 | ||||
| Max Center | 2002 | 4,558 | - | 4,558 | 4,558 | ||||
| Valle Real | 2002 | (558) | - | (558) | (558) | ||||
| Valle Real | 2003 | 1,000 | - | 1,000 | 1,000 | ||||
| 6,471 | - | 6,471 | 6,471 | ||||||
| La Farga | 2002 | 73 | - | 73 | 73 | ||||
| 2005 | 247 | - | 247 | 247 | |||||
| 2009 | (58) | - | (58) | (58) | |||||
| 262 | - | 262 | 262 | ||||||
| Alexa | 2004 | 10,877 | - | 10,877 | 10,877 | ||||
| 2005 | (7,996) | - | (7,996) | (7,996) | |||||
| 2010 | (2,881) | - | (2,881) | (2,881) | |||||
| - | - | - | - | ||||||
| Parque Principado | 2004 | 997 | - | 997 | 997 | ||||
| Plaza Eboli | 2005 | 423 | (423) | - | 423 | ||||
| Luz del Tajo | 2005 | 2,919 | - | 2,919 | 2,919 | ||||
| Dos Mares | 2005 | 1,298 | - | 1,298 | 1,298 | ||||
| Valecenter | 2005 | 28,340 | - | 28,340 | 28,340 | ||||
| River Plaza Mall | 2007 | 1,334 | - | 1,334 | 1,334 | ||||
| Gli Orsi | 2008 | 1,642 | - | 1,642 | 1,642 | ||||
| Le Terrazze | 2009 | 2,720 | - | 2,720 | 2,720 | ||||
| 39,673 | (423) | 39,250 | 39,673 | ||||||
| 46,406 | (423) | 45,983 | 46,406 |
As of 30 June 2011 and 31 December 2010 goodwill was made up as follows:
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 2011 and 31 December 2010 bank loans obtained were made up as follows:
| 30.06.11 | 31.12.10 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Used amount | Used amount | |||||||||
| Financing | Medium and | Medium and | Reimbursement | |||||||
| Entity | Limit hort term long term | Limit hort term long term Due date | plan | |||||||
| Bond Loans: | ||||||||||
| Sonae Sierra SGPS | Caixa BI | - | 75,000 | - | 75,000 | 75,000 | - | 75,000 | Jul/2013 | Final |
| Bank Loans: | ||||||||||
| 3shoppings - Holding, SGPS, S.A | Eurohypo | (b), (f), (g) | 56,090 | 1,621 | 54,469 | 56,090 | 1,621 | 54,469 | Jul/2019 | Annual |
| 3shoppings - Holding, SGPS, S.A | Eurohypo | (b), (c), (f), (g) | 10,233 | 1,784 | 8,449 | 10,233 | 1,784 | 8,449 | Jun/2014 | Annual |
| Airone Shopping Centre, SA | Eurohypo | (b), (c), (f), (g) | 8,000 | 8,000 | - | 8,000 | - | 8,000 | M ay/2012 | Final |
| Algarveshopping- C.C., S.A. | European Property | (b), (c), (f), (g) | 9,990 | 9,990 | - | 10,850 | 10,850 | - | M ay/2012 | Quarterly |
| Capital 3 p.l.c. | ||||||||||
| European Property | (b), (c) | 44,372 | 44,372 | - | 44,597 | 44,597 | - | M ay/2012 | Quarterly | |
| Sierra B.V. | Capital 3 p.l.c. | |||||||||
| ARP Alverca Retail Park Arrábidashopping - C.C., S.A. |
CGD Eurohypo |
(a), (b), (i) (a), (b), (c) (f), (g) |
10,500 14,419 |
- 1,321 |
3,999 13,098 |
10,500 15,076 |
- 1,313 |
3,999 13,763 |
Aug/2013 M ar/2017 |
Final Quarterly |
| Arrábidashopping - C.C., S.A. | Eurohypo | (a), (b), (f), (g) | 8,635 | 388 | 8,247 | 8,635 | 388 | 8,247 | M ar/2017 | Annual |
| Arrábidashopping - C.C., S.A. | Eurohypo | (a), (b), (c), (f), (g) | 11,250 | 540 | 10,710 | 11,520 | 540 | 10,980 | M ar/2017 | Quarterly |
| Cascaishopping - C.C., S.A. | Eurohypo | (a), (b), (f), (g) | 50,985 | 1,843 | 49,142 | 52,828 | 1,843 | 50,985 | M ay/2027 | Annual |
| Cascaishopping - C.C., S.A. | Eurohypo | (a), (b), (c), (f), (g) | 26,000 | - | 26,000 | 26,000 | - | 26,000 | Jan/2016 | Final |
| Centro Colombo - C.C., S.A. | Eurohypo | (a), (b), (c), (f), (h) | 112,250 | - | 112,250 | 112,250 | - | 112,250 | M ay/2017 | Final |
| Centro Colombo - C.C., S.A. | Eurohypo, ING | (a), (b), (c), (f), (h) | 500 | - | 500 | 500 | - | 500 | M ay/2017 | Final |
| Shopping C. Colombo, BV | Eurohypo, ING | (a), (b), (c), (f), (h) | 49,500 | - | 49,500 | 49,500 | - | 49,500 | M ay/2017 | Final |
| Centro Vasco da Gama, S.A. | ING | (a), (b), (c), (f), (h) | 53,300 | 1,950 | 51,350 | 54,275 | 1,950 | 52,325 | Aug/2016 | Quarterly |
| Dos M ares - Shop. Centre S.A. | Aareal Bank | (b), (f), (g) | 17,375 | 900 | 16,475 | 17,825 | 900 | 16,925 | Sep/2012 | Quarterly |
| El Rosal Shopping, SA | Eurohypo | (b), (f), (g), (j) | - | - | - | 71,069 | 4,669 | 66,400 | - | - |
| Estação Viana- C.C., S.A. Freccia Rossa - Shop.C. S.r.l. |
BES Unicredit |
(b), (c), (f), (g) (a), (b), (c), (f), (g) |
31,584 52,148 |
2,268 1,736 |
29,316 50,412 |
32,592 52,802 |
2,016 1,516 |
30,576 51,286 |
Dec/2015 Dec/2025 |
Haf Year Haf Year |
| Freccia Rossa - Shop.C. S.r.l. | Unicredit | (a), (f), (g) | 6,609 | - | 6,609 | 6,609 | - | 6,609 | Dec/2012 | Haf Year |
| Gaiashopping I- C.C., S.A. | Eurohypo | (a), (b), (f), (g) | 25,025 | 413 | 24,612 | 25,025 | 413 | 24,612 | Nov/2026 | Annual |
| Gaiashopping I- C.C., S.A. | Eurohypo | (a), (b), (f), (g) | 9,175 | 300 | 8,875 | 9,325 | 300 | 9,025 | Aug/2016 | Annual |
| Gli Orsi - Shopping Centre S.r.l. | Bayern LB | (a), (b), (c) | 72,000 | 2,000 | 70,000 | 73,000 | 2,000 | 71,000 | Jun/2016 | Quarterly |
| Iberian Assets, SA | Eurohypo | (a), (b), (f), (g) | 16,829 | 2,104 | 14,725 | 17,805 | 2,028 | 15,777 | Jun/2019 | Haf Year |
| Iberian Assets, SA | Eurohypo | (a), (b), (f), (g) | 23,650 | 850 | 22,800 | 23,650 | 850 | 22,800 | Jul/2018 | Annual |
| Iberian Assets, SA | Eurohypo | (a), (b), (f), (g) | 20,469 | 1,150 | 19,319 | 21,019 | 1,100 | 19,919 | Nov/2020 | Haf Year |
| Iberian Assets, SA | Eurohypo | (a), (b) | 14,950 | 225 | 14,725 | 15,025 | 150 | 14,875 | Jan/2026 | Haf Year |
| La Farga - Shopping Center, SL | Eurohypo | (a), (b), (f), (g) | 13,500 | 750 | 12,750 | 14,250 | 750 | 13,500 | Apr/2014 | Annual |
| Le Terrazze - Shopping Centre 1 Srl | Unicredit | (a), (b) ,(i) ,(j) | 27,500 | - | 8,676 | 27,500 | - | 4,343 | Dec/2024 | Haf Year |
| Le Terrazze - Shopping Centre 1 Srl | Unicredit | (a), (b), (i), (j) | 6,500 | - | 2,129 | 6,500 | - | 988 | Dec/2015 | Final |
| Loop 5-Shopping Centre, Gmbh | Bayern LB | (a), (b), (f), (h) | 91,728 | 1,483 | 90,245 | 92,454 | 1,461 | 90,993 | 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 |
| M adeirashopping- C.C., S.A. | ING | (a), (b), (f), (h) | 18,000 | 450 | 17,550 | 18,000 | 225 | 17,775 | Aug/2015 | Quarterly |
| M ünster Arkaden, BV | Nord LB | (b), (c), (f), (g) | 122,410 | 2,312 | 120,098 | 123,503 | 2,222 | 121,281 | Dec/2016 | Quarterly |
| Norteshopping - C.C., S.A. | Eurohypo | (a), (b), (f), (g) | - | - | - | 2,573 | 2,573 | - | Jun/2011 | Quarterly |
| Norteshopping - C.C., S.A. | Eurohypo | (a), (b), (f), (g) | 35,398 | - | 35,398 | 35,398 | - | 35,398 | Dec/2014 | Quarterly |
| Norte Shopping B.V. | Eurohypo | (a), (b), (f), (g) | 39,649 | 3,671 | 35,978 | 41,281 | 3,263 | 38,018 | Dec/2014 | Haf Year |
| Parque Atlântico Shop.- C.C., SA | CGD, BCP | (a), (b), (i) | 14,000 | 1,400 | 12,600 | 14,700 | 1,400 | 13,300 | 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) | 5,883 | 1,086 | 4,797 | 6,087 | 738 | 5,349 | Nov/2016 | M onthly |
| Pátio Boavista Shopping Ltda | Banco Itaú | (a), (b), (e) | 11,648 | 121 | 11,527 | - | - | - | Nov/2016 | M onthly |
| Pátio Londrina Empr. e Part. Ltda | Banco Bradesco | (a), (b), (d) | 52,654 | - | 5,739 | 54,110 | - | - | Sep/2025 | M onthly |
| Pátio Sertório Shopping Ltda Pátio Uberlândia Shopping Ltda |
BASA Banco Bradesco |
(a), (b), (d), (e), (l) (a), (b), (d) |
24,844 10,347 |
- - |
24,844 10,347 |
25,319 6,839 |
- - |
25,319 6,839 |
M ay/2020 Dec/2020 |
M onthly M onthly |
| Deutsche | ||||||||||
| Plaza Eboli - C.C. S.A. | Pfandbriefbank | (a), (b), (d) | - | - | - | 27,412 | 400 | 27,012 | - | - |
| Plaza M ayor Shopping, SA | Eurohypo | (b), (f), (g) | 34,688 | 1,295 | 33,393 | 35,890 | 1,202 | 34,688 | Apr/2019 | Annual |
| Plaza M ayor - Parque de Ocio, S.A. | Eurohypo | (b) | 24,461 | 1,743 | 22,718 | 26,144 | 1,683 | 24,461 | Apr/2018 | Annual |
| River Plaza M all Srl | Société Générale/BRD | (b), (c ) | 22,438 | 753 | 21,685 | 22,733 | 691 | 22,042 | M ay/2018 | Quarterly |
| Sierra Investimentos Brasil, Ltda. | Banco Itaú | (a), (c), (d) | 4,343 | 984 | 3,359 | 4,509 | 668 | 3,841 | Oct/2025 | M onthly |
| Sonae Sierra SGPS | Santander Totta | - | - | - | - | 15,000 | 10,000 | - | Jan/2011 | - |
| Torre Ocidente Imobiliária, S.A. | CGD | (a), (b) | 12,250 | - | 9,433 | 12,250 | - | 7,328 | Sep/2017 | Haf Year |
| Valecenter Srl | Eurohypo | (b), (c), (f), (g) | 91,866 | 3,416 | 88,450 | 93,330 | 3,172 | 90,158 | Jun/2015 | Quarterly |
| Via Catarina- C.C., S.A. | Eurohypo | (a), (b) | 17,836 | 294 | 17,542 | 18,130 | 294 | 17,836 | Feb/2027 | Annual |
| Zubiarte Inversiones Inmobil.,SL. | ING | (a), (b), (f), (g) | 22,332 | 8,858 | 13,474 | 22,704 | 8,410 | 14,294 | Jun/2017 | Quarterly |
| Total Bank Loans | 1,562,513 | 112,371 | 1,370,714 | 1,685,616 | 119,980 | 1,466,434 | ||||
| Deferred bank expenses incurred on the issuance of bank debt | (1,408) | (7,029) | (1,632) | (8,809) | ||||||
| 110,963 | 1,438,685 | 118,348 | 1,532,625 | |||||||
| Fair value of the financial hedging instruments - asset Fair value of the financial hedging instruments - liability |
- - |
(2,950) 24,599 |
- - |
(847) 38,563 |
||||||
| 110,963 | 1,460,334 | 118,348 | 1,570,341 | |||||||
(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 Investment 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 Londrina Empr. e Part. Ltda, Pátio Sertório Ltda and Pátio Uberlândia Ltda 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.
| 30.06.11 | 31.12.10 | |
|---|---|---|
| N+1 | 112,371 | 119,980 |
| N+2 | 70,246 | 96,514 |
| N+3 | 274,002 | 195,995 |
| N+4 | 157,937 | 177,528 |
| N+5 | 116,475 | 163,439 |
| N+6 and following years | 827,054 | 907,958 |
| 1,558,085 | 1,661,414 | |
As of 30 June 2011 and 31 December 2010, the loans are repayable as follows:
As of 30 June 2011 and 31 December 2010, the Group's financial instruments related to interest rate swaps, zero cost collars and exchange rate non deliverable forwards were as follows:
| 30.06.11 | 31.12.10 | ||||||
|---|---|---|---|---|---|---|---|
| Fair value of the financial | Fair value of the financial | ||||||
| instrument | instrument | ||||||
| Loan | Asset | Liability | Loan | Asset | Liability | ||
| Financial hedging instruments: | |||||||
| "Swaps": | |||||||
| 3 Shoppings / C aixa BI | 66,323 | - | 550 | 66,323 | - | 1,302 | |
| Airone / BBVA | 8,000 | - | 163 | 8,000 | - | 348 | |
| ArrábidaShopping / BBVA | 8,635 | - | 243 | 8,635 | - | 430 | |
| C ascaishopping / BES | 52,828 | (547) | - | 52,828 | (309) | - | |
| C ascaishopping / BES | 26,000 | (820) | - | 26,000 | (213) | - | |
| C olombo / BBVA | 112,750 | - | 2,831 | 112,750 | - | 5,762 | |
| C olombo / Santander | 112,750 | - | 1,854 | 112,750 | - | 1,555 | |
| Shopping C olombo BV/ BBVA | 49,500 | - | 1,243 | 49,500 | - | 2,555 | |
| El Rosal / BES | - | - | - | 35,534 | - | 1,835 | |
| El Rosal / BES | - | - | - | 35,534 | - | 2,710 | |
| Estação Viana / BES | - | - | - | 32,592 | - | - | |
| Freccia Rossa / Unicredit | 30,493 | - | 744 | 31,063 | - | 1,259 | |
| Freccia Rossa / Unicredit | 4,819 | - | 190 | 4,869 | - | 293 | |
| Gaiashopping / C aixa BI | 25,025 | - | 776 | 25,025 | - | 1,221 | |
| Gli Orsi / Bayerische Landesbank | 72,500 | (677) | - | 73,000 | - | 57 | |
| Le Terrazze / Unicredit | 55,000 | (61) | - | 55,000 | (9) | - | |
| Münster Arkaden / BPI | 122,961 | - | 8,244 | 123,503 | - | 10,327 | |
| Norteshopping / Eurohypo / BPI | 36,684 | - | 248 | 37,971 | - | 672 | |
| Norteshopping BV / Eurohypo | 41,281 | - | 278 | 41,281 | - | 748 | |
| Plaza Éboli / Deustche Pfandbriefbank | - | - | - | 27,413 | (83) | - | |
| Plaza Mayor Shopping / BES | 17,945 | - | 355 | 17,945 | - | 705 | |
| River Plaza / Société Générale | 22,586 | - | 2,042 | 22,734 | - | 2,656 | |
| Sonae Sierra SGPS / BES | 75,000 | - | 3,458 | - | - | - | |
| Torre Ocidente / C aixa BI | 8,674 | - | 5 | 7,328 | - | 29 | |
| Valecenter / Eurohypo | 22,800 | - | 253 | 22,950 | - | 532 | |
| Vasco da Gama / BES | 53,788 | (770) | - | 108,550 | (232) | - | |
| Viacatarina / BPI | 17,836 | - | 474 | 18,130 | - | 864 | |
| (2,875) | 23,951 | (846) | 35,860 | ||||
| Options: | |||||||
| Algarve / RBS * | 10,422 | (10) | - | 10,850 | - | - | |
| Sierra BV / RBS * | 44,485 | (31) | - | 44,597 | (1) | - | |
| Arrábidashopping / BES | 11,385 | - | 22 | 11,520 | - | 180 | |
| Arrábidashopping / BPI | 14,747 | - | 31 | 15,075 | - | 279 | |
| C ascaishopping / Santander | - | - | - | 26,000 | - | 123 | |
| Dos Mares / BBVA | 17,600 | - | 80 | 17,825 | - | 299 | |
| Gaiashopping / BBVA | 9,250 | - | 62 | 9,325 | - | 186 | |
| Luz del Tajo / Deustche Pfandbriefbank | 36,560 | - | 453 | 36,560 | - | 1,046 | |
| Parque Principado / C alyon* | 56,700 | (34) | - | 56,700 | - | - | |
| Valecenter / Eurohypo | - | - | - | 50,442 | - | 590 | |
| (75) | 648 | (1) | 2,703 | ||||
| (2,950) | 24,599 | (847) | 38,563 |
(*) These hedging instruments are a Cap. For the remaining ones, we have contracted Zero C ost C ollars
The fair value of the financial hedging instruments was recorded under Hedging Reserves of the Group (kEuro -13,647 and kEuro -23,172 in 30 June 2011 and 31 December 2010 respectively) and hedging reserves of the non-controlling interests (kEuro -8,002 and kEuro -14,544 in 30 June 2011 and 31 December 2010 respectively).
The interest rate swaps and zero cost collars are stated at their fair value at the financial position statement date, determined by the valuation made by the bank entities with which the derivatives were contracted. The computation of the fair value of these financial instruments was made taking into consideration the actualisation to the statement of financial position sheet date of the future cash-flows relating 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. In addition, tests to the fair value of those derivative financial instruments were made by the treasury department of the Group, in order to validate the fair value determined by those entities.
The main hedging principles used by the Group when negotiating these hedging financial instruments are as follows:
• Matching between the cash-flows paid and received: there is coincidence between the dates of interest payments of the loans obtained and their date of the derivatives flows with the bank;
As of 30 June 2011 and 31 December 2010 this caption was made up as follows:
| 30.06.11 | 31.12.10 | |||
|---|---|---|---|---|
| Limit | Current | Limit | Current | |
| Short term facilities: | ||||
| C ascaishopping - C .C ., S.A. | 2,619 | 36 | 2,619 | 690 |
| C entro C olombo - C .C ., S.A. | 5,235 | - | 5,235 | - |
| Sierra B.V. | 10,000 | - | 10,000 | - |
| Sierra Management Portugal, SA | 249 | - | 249 | - |
| Sonae Sierra, SGPS, SA | 67,970 | - | 68,920 | 194 |
| Via C atarina- C .C ., S.A. | 1,000 | - | 1,000 | 520 |
| 87,073 | 36 | 88,023 | 1,404 | |
| Bank overdrafts | - | - | - | - |
| 87,073 | 36 | 88,023 | 1,404 |
As of 30 June 2011 and 31 December 2010 this caption was made up as follows:
| 30.06.11 | 31.12.10 | |||
|---|---|---|---|---|
| Non | Non | |||
| Current | Current | Current | Current | |
| SIERRA Investments (Luxembourg) 1 Sarl ("Luxco 1"): | ||||
| Plaza Mayor Shopping B.V. | - | 3,629 | - | 4,233 |
| SC Mediterranean C osmos B.V. | - | 76 | - | 76 |
| Sierra European Retail Real Estate Assets Holdings BV | 5,995 | - | 5,995 | - |
| Zubiarte Inversiones Inmob,SA | - | 1,779 | - | 1,778 |
| 5,995 | 5,484 | 5,995 | 6,087 | |
| SIERRA Investments (Luxembourg) 2 Sarl ("Luxco 2"): | ||||
| Plaza Mayor Shopping B.V. | - | 2,904 | - | 3,386 |
| SC Mediterranean C osmos B.V. | - | 58 | - | 58 |
| Sierra European Retail Real Estate Assets Holdings BV | 4,796 | - | 4,796 | - |
| Zubiarte Inversiones Inmob,SA | - | 1,423 | - | 1,423 |
| 4,796 | 4,385 | 4,796 | 4,867 | |
| Others | - | 1 | - | 1 |
| - | 1 | - | 1 | |
| 10,791 | 9,870 | 10,791 | 10,955 |
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 2011, 31 December 2010 and 30 June 2010 the movement in noncontrolling interests was as follows:
| Balance | ||||||
|---|---|---|---|---|---|---|
| % | 30.06.11 | 31.12.10 | 30.06.11 | 31.12.10 | 30.06.10 | |
| Sierra BV | 49.900% | 393,140 | 379,705 | 8,590 | 16,676 | (6,378) |
| Others | 179,486 | 52,435 | 14,547 | 8,617 | 3,622 | |
| 572,626 | 432,140 | 23,137 | 25,293 | (2,756) |
In accordance to the Management Report, the segments used by the Management of the Group are as follows:
| Net Operating Margin Sierra Investments 53,392 55,345 Sierra Developments (16,795) (8,764) Sierra Management 2,945 3,577 Sonae Sierra Brazil 11,059 11,705 Reclassifications and adjustments 4,985 (3,962) Consolidated (1) 55,586 57,901 Direct profit before taxes Sierra Investments 32,448 31,095 Sierra Developments (19,184) (9,751) Sierra Management 3,404 3,550 Sonae Sierra Brazil 11,886 11,939 Reclassifications and adjustments 7,373 (1,434) Consolidated 35,927 35,399 Indirect income before taxes Sierra Investments (22,053) (17,669) Sonae Sierra Brazil 20,927 7,994 Reclassifications and adjustments (7,596) 3,138 Consolidated (8,722) (6,537) Corporate tax + Deferred tax Sierra Investments (6,236) (20,893) Sierra Developments 2,320 1,150 Sierra Management (1,204) (1,282) Sonae Sierra Brazil (9,104) (5,391) Reclassifications and adjustments 198 (1,797) Consolidated (1) (14,026) (28,213) Net profit before minorities Sierra Investments 4,159 (7,468) Sierra Developments (16,864) (8,600) Sierra Management 2,200 2,267 Sonae Sierra Brazil 23,708 14,542 Reclassifications and adjustments (24) (93) Consolidated 13,179 648 |
30.06.11 | 30.06.10 |
|---|---|---|
The Sonae Sierra's reportable segment information for the half years ended 30 June 2011 and 2010 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 | Direct profit before taxes |
Indirect income before taxes |
C orporate tax + Deferred tax |
Net profit before minorities |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 30.06.11 | 30.06.10 | 30.06.11 | 30.06.10 | 30.06.11 | 30.06.10 | 30.06.11 | 30.06.10 | 30.06.11 | 30.06.10 | ||
| Reclassification of the value created in projects in Sierra Developments (1) |
7,397 | (1,174) | 7,397 | (1,174) | (7,596) | 2,972 | 198 | (1,796) | (1) | 2 | |
| Intercompany Elimination Others |
(2,457) 45 |
(2,926) 138 |
- (24) |
- (260) |
- - |
- 166 |
- - |
- (1) |
- (23) |
- (95) |
|
| Reclassifications and adjustments | 4,985 | (3,962) | 7,373 | (1,434) | (7,596) | 3,138 | 198 | (1,797) | (24) | (93) |
(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 2011 and 31 December 2010, regarding the statement of financial position, can be analysed as follows:
| 30.06.11 | 31.12.10 | |
|---|---|---|
| Investment properties | ||
| Sierra Investments | 1,774,333 | 1,910,802 |
| Sonae Sierra Brazil | 351,657 | 433,772 |
| Investment Properties under development and others | ||
| (Sierra Investments and Brazil) | (47,914) | (59,658) |
| Consolidated (1) | 2,078,076 | 2,284,916 |
| Bank loans | ||
| Sierra Investments | 951,546 | 1,062,757 |
| Sierra Developments | 14,744 | 9,320 |
| Sonae Sierra Brazil | 41,855 | 41,004 |
| Bank loan at Sonae Sierra SGPS | 75,000 | 85,194 |
| Others | 61 | (184) |
| Consolidated (1) | 1,083,206 | 1,198,091 |
| Deferred taxes liabilities | ||
| Sierra Investments | 239,991 | 238,206 |
| Sierra Developments | 3,115 | 4,063 |
| Sonae Sierra Brazil | 53,466 | 63,561 |
| Others | (2,191) | (1,203) |
| Consolidated | 294,381 | 304,627 |
(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:
| 30.06.11 | 30.06.10 | |
|---|---|---|
| Net Operating Margin - segments | 55,586 | 57,901 |
| Equity method adjustment (1) | (6,249) | (5,158) |
| (2) Proportional method adjustment |
39,791 | 35,106 |
| Indirect Income: | ||
| Variation in fair value of the investment properties | 8,176 | (7,922) |
| Other indirect income / costs | 255 | (414) |
| Depreciations, write-off and impairments losses | (4,702) | (3,992) |
| Letting and Key money on opening (3) | (235) | 104 |
| Withholding taxes related to Interests and dividends | (386) | (25) |
| Other taxes | (2,581) | - |
| Others | (327) | (959) |
| Net Operating Profit as per Financial Statements | 89,328 | 74,641 |
| Corporate tax + Deferred Tax - segments | (14,026) | (28,213) |
| Equity method adjustment (1) | (974) | 1,588 |
| (2) Proportional method adjustment |
(8,643) | (16,818) |
| Impairment of Goodwill | - | - |
| Others | 15 | (63) |
| Income tax as per Financial Statements | (23,628) | (43,506) |
| 30.06.11 | 31.12.10 | |
|---|---|---|
| Investment properties - segments | 2,078,076 | 2,284,916 |
| Equity method adjustment (1) | (211,418) | (219,736) |
| Proportional method adjustment (2) | 1,339,588 | 1,236,445 |
| Goodwill (3) | (37,446) | (37,869) |
| Others | (41) | (1) |
| Investment properties as per Financial Statements | 3,168,759 | 3,263,755 |
| Bank loans - segments | 1,083,206 | 1,198,091 |
| Equity method adjustment (1) | (125,030) | (126,896) |
| Proportional method adjustment (2) | 599,941 | 591,408 |
| Financing costs | (8,436) | (10,441) |
| Short term facilities (4) | - | 194 |
| Others | 3 | 23 |
| Debt - current and non-current as per Financial Statements | 1,549,684 | 1,652,379 |
(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.
The accompanying financial statements were approved by the Board of Directors and authorised for issuance on the 29th of July 2011.
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 and Individual 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 and individual results of the issuer and that the Management Report faithfully describes the business evolution and position of the issuer and of the companies included in the consolidation perimeter and contains a description of the major risks and uncertainties that they face.
Maia, 29 July 2011
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